UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-21969
The GDL Fund
(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(Name and address of agent for service)
Registrant's telephone number, including area code: 1-800-422-3554
Date of fiscal year end: December 31
Date of reporting period: July 1, 2012 - June 30, 2013
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, 2012 TO JUNE 30, 2013
INVESTMENT COMPANY REPORT
CATALYST HEALTH SOLUTIONS, INC.
SECURITY 14888B103 MEETING TYPE Special
TICKER SYMBOL CHSI MEETING DATE 02-Jul-2012
ISIN US14888B1035 AGENDA 933655524 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 17, 2012, BY
AND AMONG SXC HEALTH SOLUTIONS
CORP., SXC HEALTH SOLUTIONS, INC.,
CATAMARAN I CORP., CATAMARAN II LLC
AND CATALYST HEALTH SOLUTIONS, INC.
2. TO APPROVE, BY NON-BINDING ADVISORY Management Abstain Against
VOTE, CERTAIN COMPENSATION
ARRANGEMENTS FOR CATALYST'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER CONTEMPLATED BY THE
MERGER AGREEMENT.
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING BY CATALYST'S
STOCKHOLDERS IF NECESSARY TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF THE
PROPOSAL TO ADOPT THE MERGER AGREEMENT.
EASYLINK SERVICES INTERNATIONAL CORP.
SECURITY 277858106 MEETING TYPE Special
TICKER SYMBOL ESIC MEETING DATE 02-Jul-2012
ISIN US2778581064 AGENDA 933656792 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER DATED AS OF MAY 1, 2012, AS IT
MAY BE AMENDED FROM TIME TO TIME, BY
AND AMONG EASYLINK SERVICES
INTERNATIONAL CORPORATION, OPEN TEXT
CORPORATION AND EPIC ACQUISITION SUB INC.
2. TO APPROVE, ON A NONBINDING ADVISORY Management Abstain Against
BASIS, THE GOLDEN PARACHUTE
COMPENSATION THAT WILL BE PAYABLE TO
THE NAMED EXECUTIVE OFFICERS OF
EASYLINK SERVICES INTERNATIONAL
CORPORATION IN CONNECTION WITH THE
CONSUMMATION OF THE MERGER
PURSUANT TO THE AGREEMENT AND PLAN OF MERGER.
3. 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 APPROVE THE PROPOSAL TO
ADOPT THE AGREEMENT AND PLAN OF MERGER.
CIMPOR - CIMENTOS DE PORTUGAL S.G.P.S.SA, LISBOA
SECURITY X13765106 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 06-Jul-2012
ISIN PTCPR0AM0003 AGENDA 703936293 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT VOTING IN Non-Voting
PORTUGUESE MEETINGS 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 THAT THIS IS A Non-Voting
POSTPONEMENT OF THE MEETING HELD ON
20 APR 2012.
1 This item was voted in the general meeting of Non-Voting
April 20th 2012
2 Resolve on the proposal for the allocation of Management For For
profits
3 Resolve on the general appraisal of the Management For For
management and supervision of the Company
4 Resolve on the declaration on the remuneration Management For For
policy of the members of the management and
supervisory bodies of the Company
5 Resolve on the election of a new director of the Management For For
Company for the current term-of-office
(2009/2012), in view of the resignation submitted
6 Resolve on the disposal of own shares to Management For For
employees and members of the management
body of the Company and affiliates under "3C
Plan", as well as the approval of the respective
Regulations
7 Resolve on the disposal of own shares to Management For For
employees of the group and members of the
management bodies of the Company and
affiliates under "ODS Plan" and its Regulations,
approved in 2011, and also on the disposal of
own shares to execute the stock options granted
in 2010 under the "Stock Options Plan - 2004
Regulations"
8 Resolve on the acquisition and disposal of own Management For For
shares
STANDARD MICROSYSTEMS CORPORATION
SECURITY 853626109 MEETING TYPE Special
TICKER SYMBOL SMSC MEETING DATE 10-Jul-2012
ISIN US8536261097 AGENDA 933654091 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MAY 1, 2012, BY AND
AMONG MICROCHIP TECHNOLOGY
INCORPORATED, A DELAWARE
CORPORATION, MICROCHIP TECHNOLOGY
MANAGEMENT CO., A DELAWARE
CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF MICROCHIP TECHNOLOGY
INCORPORATED, AND STANDARD
MICROSYSTEMS CORPORATION, AS IT MAY
BE AMENDED FROM TIME TO TIME.
2 TO APPROVE ANY MOTION TO ADJOURN Management For For
THE SPECIAL 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 SUCH ADJOURNMENT TO
ADOPT THE MERGER AGREEMENT.
3 TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, THE COMPENSATION THAT
MAY BE PAID OR BECOME PAYABLE TO
STANDARD MICROSYSTEMS
CORPORATION'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER, INCLUDING THE AGREEMENTS
AND UNDERSTANDINGS PURSUANT TO
WHICH SUCH COMPENSATION MAY BE PAID
OR BECOME PAYABLE.
WSP GROUP PLC, LONDON
SECURITY G98105102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 12-Jul-2012
ISIN GB0009323741 AGENDA 703944466 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 Giving effect to the scheme, as set out in the Management For For
notice of General Meeting, including
amendments to the articles of association of
WSP Group plc and the associated reduction of capital
WSP GROUP PLC, LONDON
SECURITY G98105102 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 12-Jul-2012
ISIN GB0009323741 AGENDA 703946080 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting
VALID VOTE OPTION 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 For the purpose of considering and, if thought fit, Management For For
approving(with or without modification) a Scheme
of Arrangement pursuant to section 899 of the
Companies Act 2006 proposed to be made
between the Company and the holders of the
Scheme Shares
XSTRATA PLC, LONDON
SECURITY G9826T102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 12-Jul-2012
ISIN GB0031411001 AGENDA 703958972 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT THIS IS AN Non-Voting
INFORMATION MEETING. SHOULD YOU WISH
TO ATTEND-THE MEETING PERSONALLY,
YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR-CLIENT
REPRESENTATIVE. THANK YOU
CMMT PLEASE NOTE THAT THE DECISION OF Non-Voting
ADJOURNMENT WILL BE MADE AT THE
MEETING.-THANK YOU
1 Any other business Non-Voting
YAHOO! INC.
SECURITY 984332106 MEETING TYPE Annual
TICKER SYMBOL YHOO MEETING DATE 12-Jul-2012
ISIN US9843321061 AGENDA 933658974 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: ALFRED J. Management For For
AMOROSO
1B. ELECTION OF DIRECTOR: JOHN D. HAYES Management For For
1C. ELECTION OF DIRECTOR: SUSAN M. JAMES Management For For
1D. ELECTION OF DIRECTOR: DAVID W. KENNY Management For For
1E. ELECTION OF DIRECTOR: PETER LIGUORI Management For For
1F. ELECTION OF DIRECTOR: DANIEL S. LOEB Management For For
1G. ELECTION OF DIRECTOR: THOMAS J. Management For For
MCINERNEY
1H. ELECTION OF DIRECTOR: BRAD D. SMITH Management For For
1I. ELECTION OF DIRECTOR: MAYNARD G. Management For For
WEBB, JR.
1J. ELECTION OF DIRECTOR: HARRY J. WILSON Management For For
1K. ELECTION OF DIRECTOR: MICHAEL J. WOLF Management For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
3. AMENDMENT TO THE COMPANY'S 1995 Management For For
STOCK PLAN.
4. AMENDMENT TO THE COMPANY'S 1996 Management For For
DIRECTORS' STOCK PLAN.
5. RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
LOGICA, LONDON
SECURITY G55552106 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 16-Jul-2012
ISIN GB0005227086 AGENDA 703943262 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 For the purposes of giving effect to the proposed Management For For
Scheme of Arrangement (the Scheme) referred
to in the Notice convening the General Meeting in
its original form or with or subject to any
modification, addition or condition approved or
imposed by the Court: (a) the directors of Logica
plc be authorised to take all such action as they
may consider necessary or appropriate for
carrying the Scheme into effect; (b) the share
capital of Logica plc be reduced by cancelling
and extinguishing all of the Scheme Shares (as
defined in the Scheme); (c) subject to, and
forthwith upon, the reduction of capital referred to
in (b) above taking effect, the application of the
reserve arising following the reduction in share
capital be applied in paying up new ordinary
shares to be allotted and issued, credited as fully
paid, to CGI Europe (as defined in the Scheme)
and/or its nominee(s) in accordance with the
Scheme; (d) subject to, and forthwith upon, the
reduction of capital referred to in (b) above taking
effect, authority be given to the directors under
section 551 of the Companies Act 2006 to allot
and issue ordinary shares for the purposes of
implementing the Scheme; and (e) the inclusion
and adoption of a new article 141 in the Articles
of Association of Logica plc be approved
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO CHANGE IN TEXT OF RESOLUTION.
IF YO-U HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS-YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
LOGICA, LONDON
SECURITY G55552106 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 16-Jul-2012
ISIN GB0005227086 AGENDA 703943274 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting
VALID VOTE OPTION 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 proposed Scheme of Management For For
Arrangement
CIMPOR - CIMENTOS DE PORTUGAL S.G.P.S.SA, LISBOA
SECURITY X13765106 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 16-Jul-2012
ISIN PTCPR0AM0003 AGENDA 703944644 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT VOTING IN Non-Voting
PORTUGUESE MEETINGS 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.
1 Change and restructure of the company's bylaws Management For For
taking into consideration the adoption of a
monistic model composed by the Administration
Board, the Supervisory Board and the External
Auditor
2 To resolve on the election of the Administration Management For For
Board, the Supervisory Board and the
Remuneration Board for the term 2012-2014
NAUTICAL PETROLEUM PLC
SECURITY G6400G118 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 16-Jul-2012
ISIN GB00B3D2ND74 AGENDA 703946725 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 To: (i) authorise the directors of the Company to Management For For
take all actions necessary or appropriate for
carrying the Scheme into effect; (ii) approve the
Capital Reduction and subsequent restoration of
the capital in the Company in accordance with
the Scheme referred to in the Notice convening
the meeting; (iii) authorise, conditionally upon the
Capital Reduction becoming effective, the
directors of the Company to allot the relevant
securities to Capricorn Energy Limited or its
nominees; (iv) approve, conditionally upon the
Scheme becoming effective, cancellation of the
Company's securities from admission to trading
on AIM; and (v) amend the Company's articles of
association by adoption of the new article
referred to in the Notice convening the meeting
NAUTICAL PETROLEUM PLC
SECURITY G6400G118 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 16-Jul-2012
ISIN GB00B3D2ND74 AGENDA 703946737 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting
VALID VOTE OPTION 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 Approving (with or without modification) the Management For For
proposed scheme of arrangement referred to in
the Notice convening the said meeting (the
"Scheme") and at such meeting or at any
adjournment thereof
CE FRANKLIN LTD.
SECURITY 125151100 MEETING TYPE Special
TICKER SYMBOL CFK MEETING DATE 16-Jul-2012
ISIN CA1251511004 AGENDA 933662276 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 TO APPROVE THE ARRANGEMENT Management For For
RESOLUTION, THE FULL TEXT OF WHICH IS
SET FORTH IN APPENDIX A OF THE
ACCOMPANYING MANAGEMENT CIRCULAR DATED JUNE 15, 2012.
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD
SECURITY G0534R108 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 18-Jul-2012
ISIN BMG0534R1088 AGENDA 703945090 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT THE COMPANY NOTICE Non-Voting
IS AVAILABLE BY CLICKING ON THE URL
LINK:-http://www.hkexnews.hk/listedco/listconews/sehk/
2012/0624/LTN20120624012.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting
ALLOWED TO VOTE 'IN FAVOR' OR
'AGAINST'-ONLY FOR RESOLUTION "1". THANK YOU.
1 For the purpose of considering and, if thought fit, Management For For
approving (with or without modifications) the
Scheme as set out in the notice convening the
Court Meeting (the "Notice") and at the Court
Meeting (and at any adjournment thereof)
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO CHANGE IN RECORD DATE FROM 13
JUL 2-012 TO 17 JUL 2012. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT RETU-RN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THAN-K YOU.
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD
SECURITY G0534R108 MEETING TYPE Special General Meeting
TICKER SYMBOL MEETING DATE 18-Jul-2012
ISIN BMG0534R1088 AGENDA 703945103 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting
ALLOWED TO VOTE 'IN FAVOR' OR
'AGAINST'-ONLY FOR RESOLUTION "1". THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE Non-Voting
IS AVAILABLE BY CLICKING ON THE URL
LINK:-http://www.hkexnews.hk/listedco/listconews/sehk/
2012/0624/LTN20120624014.pdf
1 That (a) Subject to and immediately upon the Management For For
scheme of arrangement (the "Scheme") between
the Company and the holders of the Scheme
Shares (as defined in the Scheme) in the form of
the print thereof which has been produced to this
meeting and for the purposes of identification
initialled by the chairman of this meeting, subject
to any modification or addition or condition as
may be approved or imposed by the Supreme
Court of Bermuda becoming effective, the bye-
laws of the Company be amended as Bye-law 1,
Bye-law 3, Bye-law 4, Bye-law 5, Bye-law 7, Bye-
law 8, Bye-law 9, Bye-law 10, Bye-law 12, Bye-
law 14, Bye-law 15, Bye-law 16, Bye-law 20,
Bye-law 21, Bye-law 23, Bye-law 25, Bye-law 26,
Bye-law 28, Bye-law 38, Bye-law 42, Bye-law 53,
Bye-law 54, Bye-law 56, Bye-law 58, Bye-law 63,
Bye-law 66, Bye-law 74, Bye-law 75, Bye-CONTD
CONT CONTD law 78, Bye-law 83, Bye-law 85, Bye-law Non-Voting
85A, Bye-law 90, Bye-law 96,-Bye-law 99, Bye-
law 117, Bye-law 134, Bye-law 177, Bye-law 178,
Bye-law 179,-Bye-law 186, Bye-law 187, Bye-law
190 and Bye-law 191
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO RECEIPT OF ACTUAL RECORD
DATE. IF Y-OU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLES-S YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
GRUPO MODELO SAB DE CV
SECURITY P4833F104 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 20-Jul-2012
ISIN MXP4833F1044 AGENDA 703965852 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
I Discussion and, if deemed appropriate, approval Management Take No Action
of an increase in the minimum fixed part of the
share capital, which would be carried out through
the conversion of all of the Series C, Class II
shares that fully correspond to the variable part of
the share capital, into an equal number of shares
of the same series C, Class I, with identical
characteristics, which would thereafter
correspond to the minimum fixed part of the
share capital. as a consequence, the minimum
fixed part of the share capital would increase by
MXN 955,080,503.00, while the variable part
would decrease in an identical amount, for which
reason the total share capital of the company
would not be changed. resolutions in this regard,
including the appropriate amendment to article 6
and article 7 of the corporate bylaws. resolutions
in this regard
II Discussion and, if deemed appropriate, approval Management Take No Action
of an amendment to articles 29 and 41 of the
corporate bylaws. resolutions in this regard
III Discussion and, if deemed appropriate, approval Management Take No Action
of a proposal for the merger of the company,
under which Grupo Modelo, S.A.B. De C.V, as
the company conducting the merger, would
merge with the companies called Diblo, S.A. De
C.V. and Direccion De Fabricas, S.A. De C.V.,
which would be extinguished as the companies
being merged. approval of the general balance
sheet of the company to May 31, 2012, on the
basis of which the merger would be carried out.
resolutions in this regard
IV Discussion and, if deemed appropriate, approval Management Take No Action
of a complete amendment of the corporate
bylaws of the company, including the ratification
or designation of the members of the board of
directors as a consequence of the resolutions
that may be passed. resolutions in this regard
V Designation of delegates who will formalize and Management Take No Action
carry out the resolutions that the general meeting
passes. resolutions in this regard
CMMT PLEASE NOTE THAT THIS MEETING HAS NO Non-Voting
VOTING RIGHTS. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO RECEIPT OF ADDITIONAL
COMMENT. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
SRS LABS, INC.
SECURITY 78464M106 MEETING TYPE Special
TICKER SYMBOL SRSL MEETING DATE 20-Jul-2012
ISIN US78464M1062 AGENDA 933664270 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER AND REORGANIZATION, DATED AS
OF APRIL 16, 2012 (AS THAT AGREEMENT
MAY BE AMENDED IN ACCORDANCE WITH
ITS TERMS) BY AND AMONG SRS LABS, INC.
("SRS"), DTS, DTS MERGER SUB, INC., A
WHOLLY OWNED SUBSIDIARY OF DTS, AND
DTS LLC, A WHOLLY OWNED SUBSIDIARY OF
DTS (THE "MERGER PROPOSAL").
2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, THE COMPENSATION THAT
MAY BE PAID OR BECOME PAYABLE TO SRS'
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER AND THE
AGREEMENTS AND UNDERSTANDINGS
PURSUANT TO WHICH SUCH
COMPENSATION MAY BE PAID OR BECOME
PAYABLE (THE "MERGER-RELATED
COMPENSATION PROPOSAL").
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
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 APPROVE THE MERGER
PROPOSAL OR THE MERGER-RELATED
COMPENSATION PROPOSAL.
GEORESOURCES, INC.
SECURITY 372476101 MEETING TYPE Special
TICKER SYMBOL GEOI MEETING DATE 31-Jul-2012
ISIN US3724761016 AGENDA 933665373 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. PROPOSAL TO APPROVE AND ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED
AS OF APRIL 24, 2012, AS IT MAY BE
AMENDED FROM TIME TO TIME, BY AND
AMONG GEORESOURCES, INC., HALCON
RESOURCES CORPORATION, LEOPARD SUB
I, INC. AND LEOPARD SUB II, LLC, AND THE
TRANSACTIONS CONTEMPLATED THEREBY.
2. PROPOSAL TO APPROVE, ON A NON- Management Abstain Against
BINDING, ADVISORY BASIS, THE
COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO GEORESOURCES'
NAMED EXECUTIVE OFFICERS THAT IS
BASED ON OR OTHERWISE RELATES TO THE MERGER.
3. PROPOSAL TO APPROVE THE Management For For
ADJOURNMENT OF THE SPECIAL MEETING,
IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES TO APPROVE
PROPOSAL 1 ABOVE.
MEDTOX SCIENTIFIC, INC.
SECURITY 584977201 MEETING TYPE Special
TICKER SYMBOL MTOX MEETING DATE 31-Jul-2012
ISIN US5849772018 AGENDA 933666147 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JUNE 3, 2012, AS IT
MAY BE AMENDED FROM TIME TO TIME, BY
AND AMONG MEDTOX SCIENTIFIC, INC.,
LABORATORY CORPORATION OF AMERICA
HOLDINGS AND MERCER ACQUISITION
CORP. (THE "AGREEMENT AND PLAN OF MERGER").
2. TO APPROVE AN 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 APPROVE THE PROPOSAL TO
ADOPT THE AGREEMENT AND PLAN OF MERGER.
3. TO APPROVE, ON A NONBINDING ADVISORY Management Abstain Against
BASIS, "GOLDEN PARACHUTE"
COMPENSATION (AS DEFINED IN THE
REGULATIONS OF THE SECURITIES AND
EXCHANGE COMMISSION) PAYABLE TO
CERTAIN OF THE COMPANY'S EXECUTIVE
OFFICERS IN CONNECTION WITH THE
CONSUMMATION OF THE MERGER.
TII NETWORK TECHNOLOGIES, INC.
SECURITY 872479209 MEETING TYPE Special
TICKER SYMBOL TIII MEETING DATE 31-Jul-2012
ISIN US8724792093 AGENDA 933666173 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO APPROVE AND ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF MAY
13, 2012, BY AND AMONG KELTA, INC., KELTA
NETWORKS, INC., AND TII NETWORK TECHNOLOGIES, INC.
2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS THE COMPENSATION THAT MAY BE
PAID OR BECOME PAYABLE TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS
IN CONNECTION WITH THE MERGER.
3. TO ADJOURN OR POSTPONE THE SPECIAL Management For For
MEETING, IF NECESSARY, 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.
GEN-PROBE INCORPORATED
SECURITY 36866T103 MEETING TYPE Special
TICKER SYMBOL GPRO MEETING DATE 31-Jul-2012
ISIN US36866T1034 AGENDA 933667000 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER BY AND AMONG
GEN-PROBE INCORPORATED, HOLOGIC,
INC. AND GOLD ACQUISITION CORP., AS IT
MAY BE AMENDED FROM TIME TO TIME (THE
"AGREEMENT AND PLAN OF MERGER").
2. PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING TO A LATER DATE TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES TO APPROVE
PROPOSAL 1 AT THE TIME OF THE SPECIAL MEETING.
3. PROPOSAL TO APPROVE, ON A NON- Management Abstain Against
BINDING ADVISORY BASIS, CERTAIN
COMPENSATION ARRANGEMENTS FOR
GEN-PROBE INCORPORATED'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE AGREEMENT AND PLAN OF MERGER.
LECROY CORPORATION
SECURITY 52324W109 MEETING TYPE Special
TICKER SYMBOL LCRY MEETING DATE 02-Aug-2012
ISIN US52324W1099 AGENDA 933668189 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MAY 28, 2012, BY
AND AMONG LECROY CORPORATION, A
DELAWARE CORPORATION, TELEDYNE
TECHNOLOGIES INCORPORATED, A
DELAWARE CORPORATION ("TELEDYNE"),
AND LUNA MERGER SUB, INC., A DELAWARE
CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF TELEDYNE.
2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPENSATION THAT MAY BE
PAID OR BECOME PAYABLE TO LECROY
CORPORATION'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER, INCLUDING THE AGREEMENTS
AND UNDERSTANDINGS PURSUANT TO
WHICH SUCH COMPENSATION MAY BE PAID
OR BECOME PAYABLE.
3. TO 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.
TNT EXPRESS NV, AMSTERDAM
SECURITY N8726Y106 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 06-Aug-2012
ISIN NL0009739424 AGENDA 703944997 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT THIS IS AN Non-Voting
AMENDMENT TO MEETING ID 102681 DUE TO
CHANGE IN RE-CORD DATE FROM 08 JUN TO
09 JUL 2012. ALL VOTES RECEIVED ON THE
PREVIOUS MEETI-NG WILL BE
DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE.- THANK YOU.
1 Opening and announcements Non-Voting
2 Explanation of the public offer by UPS BidCo Non-Voting
B.V. (the Offeror), an indirectly-wholly-owned
subsidiary of United Parcel Service, Inc. (UPS)
on all issued an-d outstanding ordinary shares
and all issued and outstanding American
deposita-ry shares in the capital of TNT Express
N.V. (the Offer)
3.a Composition of the Supervisory Board: Management For For
Conditional appointment of Mr D.J. Brutto as
member of the Supervisory Board as per the
Settlement Date
3.b Composition of the Supervisory Board: Management For For
Conditional appointment of Mr J. Barber as
member of the Supervisory Board as per the
Settlement Date
3.c Composition of the Supervisory Board: Management For For
Conditional appointment of Mr J. Firestone as
member of the Supervisory Board as per the
Settlement Date
3.d Composition of the Supervisory Board: Full and Management For For
final release and discharge from liability of Mr A.
Burgmans, Mr L.W. Gunning, Ms M.E. Harris and
Mr R. King in connection with their conditional
resignation as members of the Supervisory Board
as per the Settlement Date
4 Any other business Non-Voting
5 Closing Non-Voting
PROGRESS ENERGY, INC.
SECURITY 743263105 MEETING TYPE Annual
TICKER SYMBOL MEETING DATE 06-Aug-2012
ISIN US7432631056 AGENDA 933663987 - 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, Management For For
JR.
1C ELECTION OF DIRECTOR: HARRIS E. Management For For
DELOACH, JR.
1D ELECTION OF DIRECTOR: JAMES B. HYLER, Management For For
JR.
1E ELECTION OF DIRECTOR: WILLIAM D. Management For For
JOHNSON
1F ELECTION OF DIRECTOR: ROBERT W. Management For For
JONES
1G ELECTION OF DIRECTOR: W. STEVEN JONES Management For For
1H ELECTION OF DIRECTOR: MELQUIADES Management For For
MARTINEZ
1I ELECTION OF DIRECTOR: E. MARIE MCKEE Management For For
1J ELECTION OF DIRECTOR: JOHN H. MULLIN, Management For For
III
1K ELECTION OF DIRECTOR: CHARLES W. Management For For
PRYOR, JR.
1L ELECTION OF DIRECTOR: CARLOS A. Management For For
SALADRIGAS
1M ELECTION OF DIRECTOR: THERESA M. Management For For
STONE
1N ELECTION OF DIRECTOR: ALFRED C. Management For For
TOLLISON, JR.
02 ADVISORY (NONBINDING) VOTE TO Management Abstain Against
APPROVE THE COMPANY'S EXECUTIVE
COMPENSATION.
03 RATIFICATION OF THE SELECTION OF Management For For
DELOITTE & TOUCHE LLP AS PROGRESS
ENERGY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2012.
04 RE-APPROVE THE MATERIAL TERMS OF Management For For
PERFORMANCE GOALS UNDER THE
COMPNAY'S 2007 EQUITY INCENTIVE PLAN
AS REQUIRED BY SECTION 162(M) OF THE
INTERNAL REVENUE CODE.
MICRONETICS, INC.
SECURITY 595125105 MEETING TYPE Special
TICKER SYMBOL NOIZ MEETING DATE 08-Aug-2012
ISIN US5951251058 AGENDA 933668951 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JUNE 8, 2012
(WHICH WE REFER TO AS THE MERGER
AGREEMENT), BY AND AMONG MERCURY
COMPUTER SYSTEMS, INC., WILDCAT
MERGER SUB INC. AND MICRONETICS, AS
SUCH AGREEMENT MAY BE AMENDED
FROM TIME TO TIME.
2. TO APPROVE ON AN ADVISORY BASIS (NON- Management Abstain Against
BINDING) CERTAIN COMPENSATION THAT
MAY BE PAID TO OR RECEIVED BY
MICRONETICS' EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF
THE MEETING TO ADOPT THE MERGER
AGREEMENT.
4. TO TRANSACT SUCH OTHER BUSINESS AS Management No Action
MAY PROPERLY COME BEFORE THE
SPECIAL MEETING OR ANY ADJOURNMENT
OR POSTPONEMENT THEREOF.
EDGAR ONLINE, INC.
SECURITY 279765101 MEETING TYPE Special
TICKER SYMBOL EDGR MEETING DATE 14-Aug-2012
ISIN US2797651013 AGENDA 933671299 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF MAY
21, 2012, AMONG EDGAR ONLINE, INC., R.R.
DONNELLEY & SONS COMPANY, AND LEO
ACQUISITION SUB, INC.
2. PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE
TO PERMIT FURTHER SOLICITATION OF
PROXIES IF THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE AGREEMENT AND
PLAN OF MERGER.
3. TO CONSIDER AND VOTE UPON A NON- Management Abstain Against
BINDING PROPOSAL REGARDING CERTAIN
MERGER-RELATED EXECUTIVE
COMPENSATION PAYMENTS TO OUR NAMED
EXECUTIVE OFFICERS.
EXTORRE GOLD MINES LIMITED
SECURITY 30227B109 MEETING TYPE Special
TICKER SYMBOL XG MEETING DATE 15-Aug-2012
ISIN CA30227B1094 AGENDA 933670526 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 TO PASS A SPECIAL RESOLUTION Management For For
APPROVING AN ARRANGEMENT UNDER
SECTION 192 OF THE CANADA BUSINESS
CORPORATIONS ACT INVOLVING THE
CORPORATION, ITS SHAREHOLDERS AND
YAMANA GOLD INC. ("YAMANA") PURSUANT
TO WHICH, AMONG OTHER THINGS,
YAMANA WILL ACQUIRE ALL OF THE
OUTSTANDING COMMON SHARES OF THE
CORPORATION (THE "COMMON SHARES")
FOR $3.50 IN CASH AND A 0.0467 OF A
COMMON SHARE OF YAMANA IN EXCHANGE
FOR EACH COMMON SHARE, ALL AS MORE
PARTICULARLY DESCRIBED IN THE
ACCOMPANYING MANAGEMENT
INFORMATION CIRCULAR OF THE
CORPORATION.
AEGIS GROUP PLC, LONDON
SECURITY G0105D215 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 16-Aug-2012
ISIN GB00B4JV1B90 AGENDA 703982101 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting
VALID VOTE OPTION 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 For the purpose of considering and, if thought fit, Management For For
approving the Scheme
AEGIS GROUP PLC, LONDON
SECURITY G0105D215 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 16-Aug-2012
ISIN GB00B4JV1B90 AGENDA 703982113 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 That: (A) the Scheme between the Company and Management For For
the holders of Scheme Shares (as defined in the
Scheme), be and is hereby approved; (B) for the
purpose of giving effect to the Scheme in its
original form or with or subject to any
modification, addition or condition approved or
imposed by the Court: (i) the share capital of the
Company be reduced by cancelling and
extinguishing all the Scheme Shares; (ii)
following and contingent upon such capital
reduction, the reserve arising in the books of
account of the Company as a result of the
cancellation of the Scheme Shares be applied in
paying up in full at par such number of new
ordinary shares of 5.5 pence each as shall be
equal to the number of Scheme Shares cancelled
as aforesaid, which shall be allotted and issued,
credited as fully paid, in accordance with the
Scheme; and CONTD
CONT CONTD (iii) the directors of the Company be Non-Voting
hereby authorised pursuant to and-in accordance
with paragraphs 549 and 551 of the Companies
Act 2006 to give-effect to this special resolution
and accordingly to effect the allotment of-the new
ordinary shares referred to in sub-paragraph
(B)(ii) above; (C) upon-the passing of this special
resolution, the articles of association of the-
Company be amended on the terms described in
the notice of the General-Meeting
ACXIOM CORPORATION
SECURITY 005125109 MEETING TYPE Annual
TICKER SYMBOL ACXM MEETING DATE 16-Aug-2012
ISIN US0051251090 AGENDA 933665412 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1.1 ELECTION OF DIRECTOR: JOHN L. BATTELLE Management For For
1.2 ELECTION OF DIRECTOR: ANN DIE Management For For
HASSELMO
1.3 ELECTION OF DIRECTOR: WILLIAM J. Management For For
HENDERSON
2. ADVISORY (NON-BINDING) VOTE TO Management Abstain Against
APPROVE THE COMPENSATION OF ACXIOM
CORPORATION'S NAMED EXECUTIVE
OFFICERS
3. RATIFICATION OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANT
COLLECTIVE BRANDS, INC.
SECURITY 19421W100 MEETING TYPE Special
TICKER SYMBOL PSS MEETING DATE 21-Aug-2012
ISIN US19421W1009 AGENDA 933671530 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MAY 1, 2012, AS IT
MAY BE AMENDED FROM TIME TO TIME,
AMONG COLLECTIVE BRANDS, INC., WBG-
PSS HOLDINGS LLC, WBG-PSS MERGER SUB
INC. AND WOLVERINE WORLD WIDE, INC.
2. 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 AGREEMENT
AND PLAN OF MERGER.
3. TO APPROVE, BY NON-BINDING, ADVISORY Management Abstain Against
VOTE, CERTAIN COMPENSATION
ARRANGEMENTS FOR COLLECTIVE
BRANDS, INC.'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER CONTEMPLATED BY THE
AGREEMENT AND PLAN OF MERGER.
BENIHANA INC.
SECURITY 082047101 MEETING TYPE Special
TICKER SYMBOL BNHN MEETING DATE 21-Aug-2012
ISIN US0820471011 AGENDA 933673192 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO CONSIDER AND VOTE UPON A Management For For
PROPOSAL TO ADOPT THE AGREEMENT
AND PLAN OF MERGER, DATED AS OF MAY
22, 2012 (AS IT MAY BE AMENDED FROM
TIME TO TIME, THE "MERGER AGREEMENT"),
BY AND AMONG BENIHANA INC., A
DELAWARE CORPORATION (THE
"COMPANY"), SAFFLOWER HOLDINGS
CORP., A DELAWARE CORPORATION
("PARENT"), AND SAFFLOWER ACQUISITION
CORP., ("MERGER SUB").
2. TO CONSIDER AND VOTE UPON A Management Abstain Against
PROPOSAL TO APPROVE, ON AN ADVISORY
AND NON-BINDING BASIS, THE
COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO OUR NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE PROPOSED MERGER.
3. TO CONSIDER AND VOTE UPON THE Management For For
PROPOSAL TO 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 THE
PROPOSAL TO ADOPT THE MERGER
AGREEMENT.
PROGRESS ENERGY RESOURCES CORP.
SECURITY 74326Y107 MEETING TYPE Special
TICKER SYMBOL PRQNF MEETING DATE 28-Aug-2012
ISIN CA74326Y1079 AGENDA 933672722 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 A SPECIAL RESOLUTION, THE FULL TEXT OF Management For For
WHICH IS SET FORTH IN APPENDIX A TO
THE INFORMATION CIRCULAR AND PROXY
STATEMENT OF PROGRESS DATED JULY 20,
2012 (THE "INFORMATION CIRCULAR"),
APPROVING AN ARRANGEMENT UNDER
SECTION 193 OF THE BUSINESS
CORPORATIONS ACT (ALBERTA) INVOLVING
PROGRESS, PETRONAS CARIGALI CANADA
LTD., HOLDERS OF COMMON SHARES OF
PROGRESS, HOLDERS OF 5.25%
CONVERTIBLE UNSECURED SUBORDINATED
DEBENTURES OF PROGRESS HOLDERS OF
5.75% SERIES B CONVERTIBLE UNSECURED
SUBORDINATED DEBENTURES AND
CERTAIN OTHER SECURITYHOLDERS OF
PROGRESS.
ARIBA, INC.
SECURITY 04033V203 MEETING TYPE Special
TICKER SYMBOL ARBA MEETING DATE 29-Aug-2012
ISIN US04033V2034 AGENDA 933672380 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MAY 22, 2012, BY
AND AMONG SAP AMERICA, INC., A
DELAWARE CORPORATION (SAP), ANGEL
EXPANSION CORPORATION, A DELAWARE
CORPORATION AND WHOLLY-OWNED
SUBSIDIARY OF SAP, AND ARIBA, AS SUCH
AGREEMENT MAY BE AMENDED FROM TIME
TO TIME.
2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPENSATION TO BE PAID TO
ARIBA'S NAMED EXECUTIVE OFFICERS THAT
IS BASED ON OR OTHERWISE RELATES TO
THE MERGER, INCLUDING THE
AGREEMENTS AND UNDERSTANDINGS WITH
ARIBA PURSUANT TO WHICH SUCH
COMPENSATION MAY BE PAID OR BECOME
PAYABLE.
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING TO A LATER DATE, IF THE
CHAIRMAN OF THE SPECIAL MEETING
DETERMINES THAT IT IS NECESSARY OR
APPROPRIATE AND IS PERMITTED BY THE
MERGER AGREEMENT, TO SOLICIT
ADDITIONAL PROXIES IF THERE IS NOT A
QUORUM PRESENT OR THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF ADOPTION
OF THE MERGER AGREEMENT AT THE TIME
OF THE MEETING.
INTERLINE BRANDS, INC.
SECURITY 458743101 MEETING TYPE Special
TICKER SYMBOL IBI MEETING DATE 29-Aug-2012
ISIN US4587431010 AGENDA 933674170 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MAY 29, 2012, BY
AND AMONG ISABELLE HOLDING COMPANY
INC., ISABELLE ACQUISITION SUB INC. AND
INTERLINE BRANDS, INC.
2. APPROVAL, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, OF THE GOLDEN
PARACHUTE COMPENSATION TO APPROVE,
ON AN ADVISORY (NON-BINDING) BASIS,
THE GOLDEN PARACHUTE COMPENSATION.
3. ADJOURNMENT OR POSTPONEMENT OF Management For For
THE SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES TO ADJOURN THE SPECIAL
MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES.
HERITAGE OIL PLC, ST HELIER
SECURITY G4509M102 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 30-Aug-2012
ISIN JE00B2Q4TN56 AGENDA 703995538 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 Approval of the proposed acquisition Management For For
2 Approval of the contingent deposit Management For For
3 Authority to allot relevant securities Management For For
SUN HEALTHCARE GROUP, INC
SECURITY 86677E100 MEETING TYPE Special
TICKER SYMBOL SUNH MEETING DATE 05-Sep-2012
ISIN US86677E1001 AGENDA 933672378 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. ADOPTION OF THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED JUNE 20, 2012, BY AND
AMONG GENESIS HEALTHCARE LLC, JAM
ACQUISITION LLC AND SUN HEALTHCARE
GROUP, INC., AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME.
2. APPROVAL OF THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY TO
SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO ADOPT THE
MERGER AGREEMENT.
3. APPROVAL, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, OF THE "GOLDEN
PARACHUTE" COMPENSATION
ARRANGEMENTS THAT MAY BE PAID OR
BECOME PAYABLE TO OUR NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER AND THE AGREEMENTS
AND UNDERSTANDINGS PURSUANT TO
WHICH SUCH COMPENSATION MAY BE PAID
OR BECOME PAYABLE.
XSTRATA PLC, LONDON
SECURITY G9826T102 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 07-Sep-2012
ISIN GB0031411001 AGENDA 703964432 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting
VALID VOTE OPTION 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 For the purpose of considering and, if thought fit, Management For For
approving, with or without modification, the
Scheme referred to in the notice convening the
Court Meeting
XSTRATA PLC, LONDON
SECURITY G9826T102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 07-Sep-2012
ISIN GB0031411001 AGENDA 704015468 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 That, subject to and conditional upon the passing Management For For
of resolution 2 set out in the notice of the New
Xstrata General Meeting, for the purposes of
giving effect to the Scheme: (a) the directors of
the Company be authorised to take all such
actions as they may consider necessary or
appropriate for carrying the Scheme into full
effect; (b) the re-classification of the ordinary
shares of the Company and the Reduction of
Capital (including any reversals or contingencies
associated therewith) be approved; (c) the
capitalisation of the reserve arising from the
Reduction of Capital in paying up the New
Xstrata Shares to be allotted to Glencore
International plc (or its nominee(s)) be approved;
(d) the directors of the Company be authorised to
allot the New Xstrata Shares to Glencore
International plc (or its nominee(s)) as referred to
in paragraph (c) above; and (e) the amendments
to the articles of association of the Company be
approved
2 That, subject to and conditional upon the passing Management For For
of resolution 1 set out in the notice of the New
Xstrata General Meeting and the passing of the
resolution set out in the notice of the Court
Meeting: 2.1 the Amended Management
Incentive Arrangements, as defined in the
Supplementary Circular, be approved and the
directors of the Company be authorised to do or
procure to be done all such acts and things on
behalf of the Company as they consider
necessary or expedient for the purpose of giving
effect to such arrangements; and 2.2 the New
Xstrata 2012 Plan, as defined in the
Supplementary Circular, be adopted and that the
directors of the Company be authorised to do or
procure to be done all such acts and things on
behalf of the Company as they consider
necessary or expedient for the purpose of giving
effect to the New Xstrata 2012 Plan
THE PEP BOYS - MANNY, MOE & JACK
SECURITY 713278109 MEETING TYPE Annual
TICKER SYMBOL PBY MEETING DATE 12-Sep-2012
ISIN US7132781094 AGENDA 933671376 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: JANE SCACCETTI Management For For
1B. ELECTION OF DIRECTOR: JOHN T. Management For For
SWEETWOOD
1C. ELECTION OF DIRECTOR: M. SHAN ATKINS Management For For
1D. ELECTION OF DIRECTOR: ROBERT H. HOTZ Management For For
1E. ELECTION OF DIRECTOR: JAMES A. Management For For
MITAROTONDA
1F. ELECTION OF DIRECTOR: NICK WHITE Management For For
1G. ELECTION OF DIRECTOR: MICHAEL R. Management For For
ODELL
2. AN ADVISORY RESOLUTION ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. THE RATIFICATION OF THE APPOINTMENT Management For For
OF OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
4. A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
REQUIRING OUR EXECUTIVE OFFICERS TO
RETAIN PEP BOYS STOCK FOLLOWING THE
TERMINATION OF THEIR EMPLOYMENT, IF
PRESENTED BY ITS PROPONENT.
EDELMAN FINANCIAL GROUP INC
SECURITY 27943Q105 MEETING TYPE Special
TICKER SYMBOL EF MEETING DATE 13-Sep-2012
ISIN US27943Q1058 AGENDA 933677695 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. APPROVAL OF THE AGREEMENT AND PLAN Management For For
OF MERGER DATED AS OF APRIL 16, 2012,
AS IT MAY BE AMENDED, BY AND AMONG
SUMMER HOLDINGS II, INC., SUMMER
MERGER SUB, INC., AND THE EDELMAN
FINANCIAL GROUP INC.
2. APPROVAL, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, OF THE COMPENSATION THAT MAY
BE PAID OR BECOME PAYABLE TO NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE AGREEMENT AND PLAN OF
MERGER.
3. APPROVAL OF THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING
TO ANOTHER TIME AND/OR PLACE FOR THE
PURPOSE OF SOLICITING ADDITIONAL
PROXIES IN FAVOR OF THE PROPOSAL TO
APPROVE THE AGREEMENT AND PLAN OF
MERGER, IF NECESSARY.
CASEY'S GENERAL STORES, INC.
SECURITY 147528103 MEETING TYPE Annual
TICKER SYMBOL CASY MEETING DATE 14-Sep-2012
ISIN US1475281036 AGENDA 933675994 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 KENNETH H. HAYNIE For For
2 WILLIAM C. KIMBALL For For
3 RICHARD A. WILKEY For For
2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS THE INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING
APRIL 30, 2013.
3. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
INTEGRAMED AMERICA, INC.
SECURITY 45810N302 MEETING TYPE Special
TICKER SYMBOL INMD MEETING DATE 19-Sep-2012
ISIN US45810N3026 AGENDA 933679764 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT AND APPROVE THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF JUNE
10, 2012 (THE "MERGER AGREEMENT"), BY
AND AMONG SCP-325 HOLDING CORP., SCP-
325 MERGER SUB, INC. AND THE COMPANY.
2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE MERGER-RELATED EXECUTIVE
COMPENSATION PAYABLE UNDER EXISTING
AGREEMENTS WITH THE COMPANY THAT
THE COMPANY'S NAMED EXECUTIVE
OFFICERS WILL OR MAY RECEIVE IN
CONNECTION WITH THE MERGER
CONTEMPLATED BY THE MERGER
AGREEMENT.
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IN THE EVENT THAT THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO ADOPT AND
APPROVE THE MERGER AGREEMENT OR TO
CONSTITUTE A QUORUM.
BRIGHTPOINT, INC.
SECURITY 109473405 MEETING TYPE Special
TICKER SYMBOL CELL MEETING DATE 19-Sep-2012
ISIN US1094734050 AGENDA 933680527 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF JUNE 29, 2012
(THE "MERGER AGREEMENT"), BY AND
AMONG THE COMPANY, INGRAM MICRO,
INC., A DELAWARE CORPORATION
("PARENT") AND MERGER SUB, INC., AND
INDIANA CORPORATION AND WHOLLY-
OWNED SUBSIDIARY OF PARENT ("MERGER
SUB"), ALL AS MORE FULLY DESCRIBED IN
THE PROXY STATEMENT.
2. TO APPROVE, ON A NON-BINDING, Management Abstain Against
ADVISORY BASIS, THE COMPENSATION
THAT MAY BE PAID OR BECOME PAYABLE
TO THE COMPANY'S NAMED EXECUTIVE
OFFICERS THAT IS BASED ON OR
OTHERWISE RELATES TO THE MERGER.
3. 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 APPROVE THE MERGER
AGREEMENT.
NEXEN INC.
SECURITY 65334H102 MEETING TYPE Special
TICKER SYMBOL NXY MEETING DATE 20-Sep-2012
ISIN CA65334H1029 AGENDA 933680921 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 A SPECIAL RESOLUTION, THE FULL TEXT OF Management For For
WHICH IS SET FORTH IN APPENDIX A TO
THE ACCOMPANYING INFORMATION
CIRCULAR AND PROXY STATEMENT OF THE
COMPANY DATED AUGUST 16, 2012 (THE
"INFORMATION CIRCULAR"), TO APPROVE A
PLAN OF ARRANGEMENT UNDER SECTION
192 OF THE CANADA BUSINESS
CORPORATIONS ACT, ALL AS MORE
PARTICULARLY DESCRIBED IN THE
INFORMATION CIRCULAR.
CREDO PETROLEUM CORPORATION
SECURITY 225439207 MEETING TYPE Special
TICKER SYMBOL CRED MEETING DATE 25-Sep-2012
ISIN US2254392077 AGENDA 933678875 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. ADOPTION OF THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF JUNE 3, 2012, BY
AND AMONG FORESTAR GROUP INC.,
LONGHORN ACQUISITION INC. AND CREDO
PETROLEUM CORPORATION, AS DESCRIBED
IN THE PROXY STATEMENT (THE "MERGER
AGREEMENT").
2. APPROVAL ON A NON-BINDING, ADVISORY Management Abstain Against
BASIS, OF THE COMPENSATION THAT MAY
BE PAID OR BECOME PAYABLE, IF ANY, TO
THE COMPANY'S NAMED EXECUTIVE
OFFICERS THAT IS BASED ON OR
OTHERWISE RELATES TO THE MERGER (AS
DEFINED IN THE PROXY STATEMENT) OR
CONTEMPLATED BY THE MERGER
AGREEMENT.
3. APPROVAL OF THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES TO ADOPT THE
MERGER AGREEMENT.
QUEST SOFTWARE, INC.
SECURITY 74834T103 MEETING TYPE Special
TICKER SYMBOL QSFT MEETING DATE 25-Sep-2012
ISIN US74834T1034 AGENDA 933682747 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT & PLAN OF Management For For
MERGER (THE "MERGER AGREEMENT")
AMONG THE COMPANY, DELL INC., A
DELAWARE CORPORATION ("PARENT") &
DIAMOND MERGER SUB INC. A DELAWARE
CORPORATION & WHOLLY OWNED
SUBSIDIARY OF PARENT ("MERGER SUB")
PROVIDING FOR THE MERGER OF MERGER
SUB WITH & INTO THE COMPANY
("MERGER"), WITH THE COMPANY
SURVIVING THE MERGER AS A WHOLLY
OWNED SUBSIDIARY OF PARENT.
2. TO CONSIDER AND VOTE ON A NON- Management Abstain Against
BINDING, ADVISORY PROPOSAL TO
APPROVE THE COMPENSATION THAT MAY
BECOME PAYABLE TO THE COMPANY'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE COMPLETION OF
THE MERGER.
3. 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 MERGER
AGREEMENT.
PAR PHARMACEUTICAL COMPANIES, INC.
SECURITY 69888P106 MEETING TYPE Special
TICKER SYMBOL PRX MEETING DATE 27-Sep-2012
ISIN US69888P1066 AGENDA 933683408 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JULY 14, 2012 (THE
"MERGER AGREEMENT"), BY AND AMONG
PAR PHARMACEUTICAL COMPANIES, INC.
(THE "COMPANY"), SKY GROWTH HOLDINGS
CORPORATION, A DELAWARE
CORPORATION ("PARENT") AND SKY
GROWTH ACQUISITION CORPORATION, A
DELAWARE CORPORATION AND A WHOLLY
OWNED SUBSIDIARY OF PARENT ("MERGER
SUB").
2. TO CONSIDER AND VOTE ON A NON- Management Abstain Against
BINDING, ADVISORY PROPOSAL TO
APPROVE THE COMPENSATION THAT MAY
BECOME PAYABLE TO THE COMPANY'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE CONSUMMATION
OF THE MERGER.
3. 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 ESTABLISH A QUORUM OR
ADOPT THE MERGER AGREEMENT.
PURE ENERGY SERVICES LTD.
SECURITY 74623J100 MEETING TYPE Special
TICKER SYMBOL PUEYF MEETING DATE 28-Sep-2012
ISIN CA74623J1003 AGENDA 933686303 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 THE SPECIAL RESOLUTION, THE FULL TEXT Management For For
OF WHICH IS SET FORTH IN APPENDIX A OF
THE ACCOMPANYING MANAGEMENT
INFORMATION CIRCULAR OF THE
CORPORATION, DATED AUGUST 31, 2012
(THE "INFORMATION CIRCULAR") TO
APPROVE AN ARRANGEMENT UNDER
SECTION 193 OF THE BUSINESS
CORPORATIONS ACT (ALBERTA), AS ALL
MORE PROPERLY DESCRIBED THEREIN.
SUNOCO,INC.
SECURITY 86764P109 MEETING TYPE Special
TICKER SYMBOL SUN MEETING DATE 04-Oct-2012
ISIN US86764P1093 AGENDA 933684450 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO APPROVE AND ADOPT AGREEMENT & Management For For
PLAN OF MERGER, DATED AS OF APRIL 29,
2012, AS AMENDED BY AMENDMENT NO. 1
THERETO, DATED AS OF JUNE 15, 2012, BY
AND AMONG SUNOCO, INC. ("SUNOCO"),
ENERGY TRANSFER PARTNERS, L.P. ("ETP"),
ENERGY TRANSFER PARTNERS GP, L.P.,
SAM ACQUISITION CORPORATION, AND,
FOR LIMITED PURPOSES SET FORTH
THEREIN, ENERGY TRANSFER EQUITY, L.P.
2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, SPECIFIED COMPENSATION
THAT MAY BE RECEIVED BY SUNOCO'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
3. TO APPROVE ANY ADJOURNMENTS OF THE Management For For
SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE PROPOSAL TO APPROVE AND ADOPT
THE MERGER AGREEMENT.
AUTHENTEC, INC
SECURITY 052660107 MEETING TYPE Special
TICKER SYMBOL AUTH MEETING DATE 04-Oct-2012
ISIN US0526601077 AGENDA 933685894 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. AGREEMENT AND PLAN OF MERGER, BY & Management For For
AMONG AUTHENTEC, INC., APPLE INC. &
BRYCE ACQUISITION CORPORATION, A
WHOLLY OWNED SUBSIDIARY OF APPLE
INC., AS IT MAY BE AMENDED FROM TIME TO
TIME, PURSUANT TO WHICH BRYCE
ACQUISITION CORPORATION WILL MERGE
INTO AUTHENTEC, INC. WITH AUTHENTEC,
INC. SURVIVING THE MERGER AS A WHOLLY
OWNED SUBSIDIARY OF APPLE INC.
2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPENSATION THAT MAY
BECOME PAYABLE TO AUTHENTEC, INC.'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
3. 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 ADOPT THE MERGER
AGREEMENT.
COMVERSE TECHNOLOGY, INC.
SECURITY 205862402 MEETING TYPE Special
TICKER SYMBOL CMVT MEETING DATE 10-Oct-2012
ISIN US2058624022 AGENDA 933686757 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO AUTHORIZE THE DISTRIBUTION TO Management For For
COMVERSE TECHNOLOGY, INC.
SHAREHOLDERS OF 100% OF THE
OUTSTANDING SHARES OF COMVERSE, INC.
COMMON STOCK.
2. TO APPROVE THE COMVERSE, INC. 2012 Management For For
STOCK INCENTIVE COMPENSATION PLAN.
3. TO APPROVE THE COMVERSE, INC. 2012 Management For For
ANNUAL PERFORMANCE BONUS PLAN.
4. TO APPROVE A CONTINGENT AMENDMENT Management For For
TO COMVERSE TECHNOLOGY, INC.'S
CERTIFICATE OF INCORPORATION TO
EFFECT A REVERSE STOCK SPLIT OF
ISSUED AND OUTSTANDING COMVERSE
TECHNOLOGY, INC. COMMON STOCK.
5. TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING
OF SHAREHOLDERS OF COMVERSE
TECHNOLOGY, INC., IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO AUTHORIZE OR APPROVE THE
FOREGOING PROPOSALS.
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD
SECURITY G0534R108 MEETING TYPE Special General Meeting
TICKER SYMBOL MEETING DATE 18-Oct-2012
ISIN BMG0534R1088 AGENDA 704067328 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT THE COMPANY NOTICE Non-Voting
AND PROXY FORM IS AVAILABLE BY
CLICKING-ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/SEH
K/2012/0926/LTN20120926238.pdf-AND-
http://www.hkexnews.hk/listedco/listconews/sehk/
2012/0926/LTN20120926226.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting
ALLOWED TO VOTE 'IN FAVOR' OR
'AGAINST'-ONLY FOR RESOLUTION "1".
THANK YOU.
1 To approve, confirm and ratify the Renewed Management For For
Transponder Master Agreement and the
Proposed Transactions (both as defined in the
circular of the Company dated 27 September
2012 (the "Circular") (including the Proposed
Caps (as defined in the Circular)), and to
authorise the directors of the Company to
execute such documents and to do such acts as
may be considered by such directors in their
discretion to be necessary or incidental in
connection with the Renewed Transponder
Master Agreement
AMERIGROUP CORPORATION
SECURITY 03073T102 MEETING TYPE Special
TICKER SYMBOL AGP MEETING DATE 23-Oct-2012
ISIN US03073T1025 AGENDA 933684842 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JULY 9, 2012, BY
AND AMONG WELLPOINT, INC., THE
COMPANY AND WELLPOINT MERGER SUB,
INC., AN INDIRECT WHOLLY-OWNED
SUBSIDIARY OF WELLPOINT (AS IT MAY BE
AMENDED FROM TIME TO TIME, THE
"MERGER AGREEMENT").
2. TO APPROVE AN ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE IN THE VIEW OF THE BOARD
OF DIRECTORS, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF THE PROPOSAL TO
ADOPT THE MERGER AGREEMENT IF THERE
ARE NOT SUFFICIENT VOTES AT THE TIME
OF SUCH ADJOURNMENT TO ADOPT THE
MERGER AGREEMENT.
3. TO APPROVE, ON A NON-BINDING, Management Abstain Against
ADVISORY BASIS, CERTAIN COMPENSATION
THAT WILL OR MAY BECOME PAYABLE BY
THE COMPANY TO ITS NAMED EXECUTIVE
OFFICERS THAT IS BASED ON OR
OTHERWISE RELATES TO THE MERGER.
GARDA WORLD SECURITY CORPORATION
SECURITY 36485M109 MEETING TYPE Special
TICKER SYMBOL GWDAF MEETING DATE 24-Oct-2012
ISIN CA36485M1095 AGENDA 933694134 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 APPROVAL OF THE ARRANGEMENT. Management For For
THE HILLSHIRE BRANDS COMPANY
SECURITY 432589109 MEETING TYPE Annual
TICKER SYMBOL HSH MEETING DATE 25-Oct-2012
ISIN US4325891095 AGENDA 933686694 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: TODD A. BECKER Management For For
1B. ELECTION OF DIRECTOR: CHRISTOPHER B. Management For For
BEGLEY
1C. ELECTION OF DIRECTOR: ELLEN L. Management For For
BROTHERS
1D. ELECTION OF DIRECTOR: VIRGIS W. Management For For
COLBERT
1E. ELECTION OF DIRECTOR: SEAN M. Management For For
CONNOLLY
1F. ELECTION OF DIRECTOR: LAURETTE T. Management For For
KOELLNER
1G. ELECTION OF DIRECTOR: CRAIG P. Management For For
OMTVEDT
1H. ELECTION OF DIRECTOR: SIR IAN PROSSER Management For For
1I. ELECTION OF DIRECTOR: JONATHAN P. Management For For
WARD
1J. ELECTION OF DIRECTOR: JAMES D. WHITE Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR FISCAL 2013.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
4. VOTE ON APPROVAL OF THE 2012 LONG- Management Against Against
TERM INCENTIVE STOCK PLAN.
U.S. HOME SYSTEMS, INC.
SECURITY 90335C100 MEETING TYPE Special
TICKER SYMBOL USHS MEETING DATE 26-Oct-2012
ISIN US90335C1009 AGENDA 933690655 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF AUGUST 6, 2012, BY
AND AMONG THD AT-HOME SERVICES, INC.,
A DELAWARE CORPORATION, UMPIRE
ACQUISITION CORP., A DELAWARE
CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF THD AT-HOME SERVICES,
INC., AND U.S. HOME SYSTEMS, INC., AS IT
MAY BE AMENDED FROM TIME TO TIME.
2. TO APPROVE ON A NON-BINDING, ADVISORY Management Abstain Against
BASIS, THE "GOLDEN PARACHUTE"
COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO U.S. HOME SYSTEMS,
INC.'S NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE CONSUMMATION
OF THE MERGER.
3. TO APPROVE ANY MOTION TO ADJOURN Management For For
THE SPECIAL MEETING TO A LATER DATE
OR TIME, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THERE
ARE NOT SUFFICIENT VOTES AT THE TIME
OF SUCH ADJOURNMENT TO ADOPT THE
MERGER AGREEMENT.
COOPER INDUSTRIES PLC
SECURITY G24140111 MEETING TYPE Special
TICKER SYMBOL MEETING DATE 26-Oct-2012
ISIN IE00B40K9117 AGENDA 933692736 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. APPROVAL OF THE SCHEME OF Management For For
ARRANGEMENT.
2. CANCELLATION OF COOPER SHARES Management For For
PURSUANT TO THE SCHEME OF
ARRANGEMENT.
3. DIRECTORS' AUTHORITY TO ALLOT Management For For
SECURITIES AND APPLICATION OF
RESERVES.
4. AMENDMENT TO ARTICLES OF Management For For
ASSOCIATION.
5. CREATION OF DISTRIBUTABLE RESERVES Management For For
OF NEW EATON.
6. APPROVAL ON AN ADVISORY BASIS OF Management Abstain Against
SPECIFIED COMPENSATORY
ARRANGEMENTS BETWEEN COOPER AND
ITS NAMED EXECUTIVES.
7. ADJOURNMENT OF THE EXTRAORDINARY Management For For
GENERAL MEETING.
COOPER INDUSTRIES PLC
SECURITY G24140108 MEETING TYPE Special
TICKER SYMBOL CBE MEETING DATE 26-Oct-2012
ISIN IE00B40K9117 AGENDA 933692748 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO APPROVE THE SCHEME OF Management For For
ARRANGEMENT.
PEET'S COFFEE & TEA, INC.
SECURITY 705560100 MEETING TYPE Special
TICKER SYMBOL PEET MEETING DATE 26-Oct-2012
ISIN US7055601006 AGENDA 933696633 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. ADOPT AND APPROVE THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF JULY
21, 2012, AMONG JAB HOLDINGS BV,
PANTHER MERGER CO. AND PEET'S COFFEE
& TEA, INC. (THE "MERGER AGREEMENT").
2. APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
MERGER-RELATED COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS.
3. APPROVE A PROPOSAL TO ADJOURN THE Management For For
SPECIAL MEETING, IF NECESSARY, FOR THE
PURPOSE OF SOLICITING ADDITIONAL
PROXIES TO VOTE IN THE FAVOR OF THE
ADOPTION AND APPROVAL OF THE MERGER
AGREEMENT.
CHINA KANGHUI HOLDINGS
SECURITY 16890V100 MEETING TYPE Special
TICKER SYMBOL KH MEETING DATE 31-Oct-2012
ISIN US16890V1008 AGENDA 933698625 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
S1. TO APPROVE, BY SPECIAL RESOLUTION, Management For For
THE MERGER AND ADOPT THE AGREEMENT
AND PLAN OF MERGER DATED AS OF
SEPTEMBER 27, 2012 BY AND AMONG THE
COMPANY, MEDTRONIC, INC., AND KERRY
MERGER CORP., AS IT MAY BE AMENDED
FROM TIME TO TIME, AND ANY AND ALL
TRANSACTIONS CONTEMPLATED THEREBY
(INCLUDING, BUT NOT LIMITED TO, THE
PLAN OF MERGER REFERRED TO IN
SECTION 233(3) OF THE COMPANIES LAW OF
THE CAYMAN ISLANDS (2011 REVISION),
AND THE AMENDMENT AND RESTATEMENT
OF THE COMPANY'S MEMORANDUM AND
ARTICLES OF ASSOCIATION).
2. TO CONSIDER SUCH OTHER BUSINESS AS Management For For
MAY PROPERLY COME BEFORE THE
MEETING, INCLUDING ANY PROPOSAL TO
ADJOURN THE MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF THE APPROVAL OF
THE MERGER AND THE APPROVAL AND
ADOPTION OF THE MERGER AGREEMENT IN
THE EVENT THAT THERE ARE INSUFFICIENT
PROXIES RECEIVED TO PASS THE SPECIAL
RESOLUTIONS DURING THE MEETING.
3. MARK BOX AT RIGHT IF YOU WISH TO GIVE Management For
A DISCRETIONARY PROXY TO A PERSON
DESIGNATED BY THE COMPANY. (MARK
"FOR" = YES AND "AGAINST" = NO)
BRITISH SKY BROADCASTING GROUP PLC, ISLEWORTH MIDD
SECURITY G15632105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 01-Nov-2012
ISIN GB0001411924 AGENDA 704068584 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 To receive the financial statements for the year Management For For
ended 30 June 2012, together with the reports of
the Directors and Auditors thereon
2 To declare a final dividend for the year ended 30 Management For For
June 2012 of 16.20 pence for each ordinary
share in the capital of the Company
3 To reappoint Tracy Clarke as a Director Management For For
4 To reappoint Jeremy Darroch as a Director Management For For
5 To reappoint David F. DeVoe as a Director Management For For
6 To reappoint Nicholas Ferguson as a Director Management For For
7 To reappoint Martin Gilbert as a Director Management For For
8 To reappoint Andrew Griffith as a Director Management For For
9 To reappoint Andrew Higginson as a Director Management For For
10 To reappoint Thomas Mockridge as a Director Management For For
11 To reappoint James Murdoch as a Director Management For For
12 To reappoint Matthieu Pigasse as a Director Management For For
13 To reappoint Daniel Rimer as a Director Management For For
14 To reappoint Arthur Siskind as a Director Management For For
15 To reappoint Lord Wilson of Dinton as a Director Management For For
16 To reappoint Deloitte LLP as Auditors of the Management For For
Company and to authorise the Directors to agree
their remuneration
17 To approve the report on Directors' remuneration Management For For
for the year ended 30 June 2012
18 That, in accordance with sections 366 and 367 of Management For For
the Companies Act 2006, the Company and all
companies that are subsidiaries of the Company
at the time at which this Resolution is passed or
at any time during the period for which this
Resolution has effect are generally and
unconditionally authorised to: (a) make political
donations to political parties or independent
election candidates, not exceeding GBP 100,000
in total; (b) make political donations to political
organisations other than political parties, not
exceeding GBP 100,000 in total; and (c) incur
political expenditure, not exceeding GBP 100,000
in total, (as such terms are defined in the
Companies Act 2006) during the period
beginning with the date of the passing of this
Resolution and ending on 31 December 2013 or,
if sooner, the conclusion of the annual general
meeting of the Company to be held in 2013,
provided that the authorised sum referred to in
paragraphs (a), (b) and (c) above may be
comprised of one or more amounts in different
currencies which, for the purposes of calculating
the said sum, shall be converted into pounds
sterling at the exchange rate published in the
London edition of the Financial Times on the day
on which the relevant donation is made or
expenditure incurred (or the first business day
thereafter) or, if earlier, on the day in which the
Company enters into any contract or undertaking
in relation to the same
19 That the Directors be generally and Management For For
unconditionally authorised pursuant to and in
accordance with section 551 of the Companies
Act 2006 to exercise all the powers of the
Company to allot shares in the Company and to
grant rights to subscribe for, or to convert any
security into, shares in the Company (Rights) up
to a maximum nominal amount of GBP
273,000,000 (being approximately 33% of the
issued ordinary share capital of the Company),
provided that this authority shall expire at the
conclusion of the annual general meeting of the
Company to be held in 2013, save that the
Company shall be entitled to make offers or
agreements before the expiry of this authority
which would or might require shares to be
allotted or Rights to be granted after such expiry
and the Directors shall be entitled to allot shares
and grant Rights pursuant to any such offers or
agreements as if this authority had not expired;
and all unexercised authorities previously granted
to the Directors to allot shares and grant Rights
be and are hereby revoked
20 That, (a) subject to the passing of Resolution 19 Management For For
set out above, the Directors be empowered
pursuant to section 570 and section 573 of the
Companies Act 2006 to allot equity securities,
within the meaning of section 560 of that Act, for
cash pursuant to the authority conferred by
Resolution 18, as if section 561 (1) of that Act did
not apply to any such allotment, provided that this
power shall be limited to: (i) the allotment of
equity securities in connection with a rights issue;
and (ii) the allotment to any person or persons
(otherwise than in connection with a rights issue)
of equity securities up to an aggregate nominal
amount of GBP 41,000,000 (being approximately
5% of the issued ordinary share capital of the
Company); (b) the power given by this resolution
shall expire upon the expiry of the authority
conferred by Resolution 18 set out above, save
that the Directors shall be entitled to make offers
or agreements before the expiry of such power
which would or might require equity securities to
be allotted after such expiry and the Directors
shall be entitled to allot equity securities pursuant
to any such offers or agreements as if the power
conferred hereby had not expired; and (c) for the
purposes of this Resolution, "rights issue" means
a rights issue, open offer or other offer of equity
securities open for acceptance for a period fixed
by the Directors to holders of equity securities on
the register on a fixed record date where the
equity securities respectively attributable to the
interests of such holders are proportionate (as
nearly as may be practicable) to their respective
holdings of such equity securities or in
accordance with the rights attached thereto (but
subject to such exclusions or other arrangements
as the Directors may deem necessary or
expedient in relation to treasury shares, fractional
entitlements or legal or practical problems under
the laws of, or the requirements, of any
recognised body or any stock exchange in, any
territory or by virtue of shares being represented
by depositary receipts or any other matter)
21 That until the conclusion of the annual general Management For For
meeting of the Company in 2013, a general
meeting of the Company, other than an annual
general meeting of the Company, may be called
on not less than 14 clear days' notice
22 That, subject to and conditional on the passing of Management For For
Resolutions 23 and 24 set out below, the
Company be and is hereby generally and
unconditionally authorised for the purpose of
section 701 of the Companies Act 2006 to make
market purchases (within the meaning of section
693(4) of the Companies Act 2006) of its ordinary
shares of GBP 0.50 each on such terms and in
such manner as the Directors may from time to
time determine provided that: (a) the maximum
number of ordinary shares authorised to be
purchased is 248,313,994 (representing
approximately 14.99% of the Company's issued
share capital as at 17 September 2012); (b) the
minimum price (excluding expenses) which may
be paid for each ordinary share is GBP 0.50; (c)
the maximum price (excluding expenses) which
may be paid for each ordinary share is the higher
of: (i) 105% of the average of the middle market
quotations for an ordinary share in the Company
as derived from the London Stock Exchange
Daily Official List for the five business days
immediately preceding the day on which such
share is contracted to be purchased; and (ii) the
amount stipulated by Article 5(1) of the EU
Buyback and Stabilisation Regulation (being the
higher of the price of the last independent trade
of an ordinary share and the highest current
independent bid for an ordinary share on the
trading venue where the purchase is carried out);
(d) the authority hereby conferred shall, unless
previously varied, revoked or renewed, expire on
the date on which the annual general meeting of
the Company is held in 2013 or, if earlier, when
the Company has repurchased such number of
ordinary shares as shall result in the aggregate
total payment by the Company to shareholders of
GBP 500,000,000 pursuant to market purchases
made under this authority and off-market
purchases made pursuant to the authority
granted by Resolution 23; and (e) the Company
may, before the expiry of the authority granted by
this resolution, enter into a contract to purchase
ordinary shares which will or may be executed
wholly or partly after the expiry of such authority
23 That, subject to and conditional upon the passing Management For For
of Resolution 22 set out above and Resolution 24
set out below, the terms of the agreement
between the Company, BSkyB Holdco Inc., News
Corporation and News UK Nominees Limited
dated 25 July 2012 (a copy of which has been
produced to the meeting and made available at
the Company's registered office for not less than
15 days ending with the date of this meeting)
pursuant to which the Company may make off-
market purchases (as defined by section 693(2)
of the Companies Act 2006) of its ordinary shares
of GBP 0.50 each from BSkyB Holdco Inc. (as
beneficial owner) and News UK Nominees
Limited (as legal owner), be and are hereby
approved and authorised for the purposes of
section 694 of the Companies Act 2006 and that:
(a) the Company be and is hereby authorised to
make such off-market purchases from News UK
Nominees Limited, provided that this authority
shall expire on the date on which the annual
general meeting of the Company is held in 2013
or, if earlier, when the Company has repurchased
such number of ordinary shares as shall result in
the aggregate total payment by the Company to
shareholders of GBP 500,000,000 pursuant to
off-market purchases made pursuant to this
authority and market purchases made under the
authority granted by Resolution 22; and (b) the
Company may, before expiry of the authority
granted by this resolution enter into a contract to
purchase ordinary shares which will be executed
wholly or partly after the expiry of such authority
24 That subject to and conditional upon the passing Management For For
of Resolutions 22 and 23 set out above, the
agreement between the Company, BSkyB
Holdco Inc., News Corporation and News UK
Nominees Limited dated 25 July 2012 (a copy of
which has been produced to the meeting)
pursuant to which the Company may make off-
market purchases (as defined by section 693(2)
of the Companies Act 2006) of its ordinary shares
of GBP 0.50 each from BSkyB Holdco Inc. (as
beneficial owner) and News UK Nominees
Limited (as legal owner), be and is hereby
approved and that the Directors be and are
hereby authorised to take all such steps as may
be necessary or desirable in relation thereto and
to carry the same into effect
JAKKS PACIFIC, INC.
SECURITY 47012E106 MEETING TYPE Annual
TICKER SYMBOL JAKK MEETING DATE 02-Nov-2012
ISIN US47012E1064 AGENDA 933694514 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 STEPHEN G. BERMAN For For
2 DAN ALMAGOR For For
3 MARVIN W. ELLIN For For
4 ROBERT E. GLICK For For
5 MICHAEL G. MILLER For For
6 MURRAY L. SKALA For For
7 PETER F. REILLY For For
8 LEIGH ANNE BRODSKY For For
2. APPROVAL OF APPOINTMENT OF THE FIRM Management For For
OF BDO USA, LLP AS THE COMPANY'S
AUDITORS.
3. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION.
WUXI PHARMATECH (CAYMAN) INC.
SECURITY 929352102 MEETING TYPE Annual
TICKER SYMBOL WX MEETING DATE 06-Nov-2012
ISIN US9293521020 AGENDA 933696936 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 XUESONG (JEFF) LENG BE AND HEREBY IS Management For Against
RE-ELECTED AS A DIRECTOR FOR A THREE-
YEAR TERM.
02 ZHAOHUI ZHANG BE AND HEREBY IS RE- Management For Against
ELECTED AS A DIRECTOR FOR A THREE-
YEAR TERM.
03 NING ZHAO BE AND HEREBY IS RE-ELECTED Management For Against
AS A DIRECTOR FOR A THREE-YEAR TERM.
MEDIWARE INFORMATION SYSTEMS, INC.
SECURITY 584946107 MEETING TYPE Special
TICKER SYMBOL MEDW MEETING DATE 08-Nov-2012
ISIN US5849461075 AGENDA 933697902 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT AND APPROVE THE MERGER Management For For
AGREEMENT AND APPROVE THE MERGER.
2. TO APPROVE, ON A NON-BINDING, Management Abstain Against
ADVISORY BASIS, THE COMPENSATION AND
RELATED AGREEMENTS AND
ARRANGEMENTS OF THE NAMED
EXECUTIVE OFFICERS OF MEDIWARE THAT
ARE BASED UPON OR OTHERWISE RELATE
TO THE MERGER.
3. TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF 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 ADOPT
AND APPROVE THE MERGER AGREEMENT
AND APPROVE THE MERGER.
PHYSICIANS FORMULA HOLDINGS, INC.
SECURITY 719427106 MEETING TYPE Special
TICKER SYMBOL FACE MEETING DATE 08-Nov-2012
ISIN US7194271067 AGENDA 933698649 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 26,
2012, BY AND AMONG PHYSICIANS
FORMULA HOLDINGS, INC., A DELAWARE
CORPORATION, MARKWINS INTERNATIONAL
CORPORATION, A CALIFORNIA
CORPORATION, AND MARKWINS MERGER
SUB, INC., A DELAWARE CORPORATION.
2. TO APPROVE, ON A NON-BINDING, Management Abstain Against
ADVISORY BASIS, CERTAIN COMPENSATION
THAT MAY BECOME PAYABLE TO THE
NAMED EXECUTIVE OFFICERS OF
PHYSICIANS FORMULA HOLDINGS, INC. IN
CONNECTION WITH THE MERGER UNDER
CERTAIN CIRCUMSTANCES.
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THERE
ARE INSUFFICIENT VOTES TO ADOPT THE
MERGER AGREEMENT DESCRIBED ABOVE
AT THE TIME OF THE SPECIAL MEETING.
NRG ENERGY, INC.
SECURITY 629377508 MEETING TYPE Special
TICKER SYMBOL NRG MEETING DATE 09-Nov-2012
ISIN US6293775085 AGENDA 933696974 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO APPROVE THE ISSUANCE OF NRG Management For For
ENERGY, INC. COMMON STOCK, PAR VALUE
$0.01 PER SHARE, PURSUANT TO THE
AGREEMENT AND PLAN OF MERGER, DATED
AS OF JULY 20, 2012, BY AND AMONG NRG
ENERGY, INC., PLUS MERGER
CORPORATION AND GENON ENERGY, INC.
2. TO APPROVE AN AMENDMENT TO NRG Management For For
ENERGY, INC.'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO FIX
THE MAXIMUM NUMBER OF DIRECTORS
THAT MAY SERVE ON NRG'S BOARD OF
DIRECTORS AT 16 DIRECTORS.
3. TO APPROVE ANY MOTION TO ADJOURN Management For For
THE NRG ENERGY, INC. SPECIAL MEETING,
IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES.
ORIGIN ENERGY LTD
SECURITY Q71610101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 12-Nov-2012
ISIN AU000000ORG5 AGENDA 704064067 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT VOTING EXCLUSIONS APPLY TO THIS Non-Voting
MEETING FOR PROPOSALS 6, 7, 8 AND 9
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 (6, 7, 8 AND
9),-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 Election of Sir Ralph J Norris KNZM Management For For
3 Re-election of Mr John H Akehurst Management For For
4 Re-election of Ms Karen A Moses Management For For
5 Re-election of Dr Helen M Nugent AO Management For For
6 Adoption of Remuneration Report (Non-binding Management For For
advisory vote)
7 Grant of long term incentives to Mr Grant A King- Management For For
Managing Director
8 Grant of long term incentives to Ms Karen A Management For For
Moses-Executive Director
9 Approval of potential termination benefits Management For For
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO CHANGE IN MEETING DATE FROM
24 OCT-2012 TO 12 NOV 2012 AND CHANGE
IN MEETING TIME FROM 10:30 TO 10:00. IF
YOU HAV-E ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
PERVASIVE SOFTWARE INC.
SECURITY 715710109 MEETING TYPE Annual
TICKER SYMBOL PVSW MEETING DATE 12-Nov-2012
ISIN US7157101095 AGENDA 933696099 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 DAVID A. BOUCHER For For
2 JEFFREY S. HAWN For For
3 MICHAEL E. HOSKINS For For
2. TO RATIFY THE APPOINTMENT OF GRANT Management For For
THORNTON LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JUNE 30, 2013.
AMIL PARTICIPACOES SA
SECURITY P0R997100 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 14-Nov-2012
ISIN BRAMILACNOR0 AGENDA 704150591 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT IMPORTANT MARKET PROCESSING Non-Voting
REQUIREMENT: A 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 PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting
'AGAINST' IN THE SAME AGENDA ITEM ARE
NO-T ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR
ABSTAIN ARE A-LLOWED. THANK YOU
1.I Of the choice of the specialized company to be Management For For
hired for the preparation of the valuation report
for the company at economic value, for the
purpose of the public tender offer for acquisition
for the delisting of the company as a publicly
traded company in category a with the Brazilian
securities commission, from here onwards the
delisting and the CVM, and its consequent
delisting from the special securities trading
segment of BM and Fbovespa S.A., Bolsa De
Valores, Mercadorias e Futuros, which is called
the novo Mercado, from here onwards the BM
and Fbovespa and the Novo Mercado,
respectively, as well as for the discontinuation, by
the company, of the differentiated corporate
governance practices established in the novo
mercado listing rules, from here onwards the
novo Mercado rules and the delisting from the
novo mercado, respectively, in accordance with
that which is provided for in sections x and xi of
the novo mercado rules, in chapter vi of the
corporate bylaws of the company, in article 4,
paragraph 4, of law number 6404 of December
15, 1976, as amended, from here onwards the
Brazilian corporate law, and in CVM instruction
number 361 of March 5, 2002, as amended, in
accordance with the following list of three
valuation companies prepared by the board of
directors of the company Goldman Sachs Do
Brasil Banco Multiplo S.A.,
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE Non-Voting
2 SPECIALIZED COMPANIES TO BE
ELECTED, THE-RE IS ONLY 1 VACANCY
AVAILABLE TO BE FILLED AT THE MEETING.
THE STANDING INSTR-UCTIONS FOR THIS
MEETING WILL BE DISABLED AND, IF YOU
CHOOSE, YOU ARE REQUIRED-TO VOTE
FOR ONLY 1 OF THE 2 SPECIALIZED
COMPANIES. THANK YOU.
1.II UBS Brasil Servicos DE Assessoria Financeira Management For For
Ltda
1.III Deutsche Bank S.A., Banco Alemao Management
2 Of the proposal for the increase in the number of Management For For
members and the election of new members to the
board of directors
3 Of the proposal for the inclusion of a new article Management For For
in the corporate bylaws of the company, which
will be article 42, as well as the renumbering of
the current article 42 and of articles 43, 44 and
45 of the corporate bylaws of the company
4 Of the proposal for the amendment of the Management For For
wording of the following articles of the corporate
bylaws of the company, articles 11, 12, 14, 15,
16, 17 and 18 and, as necessary, of the
respective lines and paragraphs
CMMT PLEASE NOTE THAT SHAREHOLDERS Non-Voting
SUBMITTING A VOTE TO ELECT A MEMBER
MUST INCLUDE-THE NAME OF THE
CANDIDATE TO BE ELECTED. IF
INSTRUCTIONS TO VOTE ON THIS ITEM-IS
RECEIVED WITHOUT A CANDIDATE'S NAME,
YOUR VOTE WILL BE PROCESSED IN
FAVOR-OR AGAINST OF THE DEFAULT
COMPANY'S CANDIDATE. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO ADDITION OF COMMENT. IF YOU
HAVE AL-READY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECI-DE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
CORINTHIAN COLLEGES, INC.
SECURITY 218868107 MEETING TYPE Annual
TICKER SYMBOL COCO MEETING DATE 14-Nov-2012
ISIN US2188681074 AGENDA 933694300 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. 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 TERRY O. HARTSHORN For For
6 TIMOTHY J. SULLIVAN For For
7 SHARON P. ROBINSON For For
8 HANK ADLER For For
9 JOHN M. DIONISIO For For
10 ALICE T. KANE For For
2. APPROVAL OF THE AMENDMENT AND Management For For
RESTATEMENT OF THE CORINTHIAN
COLLEGES, INC. EMPLOYEE STOCK
PURCHASE PLAN, WHICH AUTHORIZES THE
ISSUANCE OF ADDITIONAL SHARES UNDER
SUCH PLAN AND CERTAIN OTHER
AMENDMENTS DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JUNE 30, 2013.
4. APPROVAL, BY A NONBINDING ADVISORY Management Abstain Against
VOTE, OF EXECUTIVE COMPENSATION PAID
BY THE COMPANY TO ITS NAMED
EXECUTIVE OFFICERS.
ARBOR MEMORIAL SERVICES INC.
SECURITY 038916102 MEETING TYPE Special
TICKER SYMBOL AROAF MEETING DATE 16-Nov-2012
ISIN CA0389161021 AGENDA 933697368 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 TO CONSIDER, PURSUANT TO AN INTERIM Management For For
ORDER OF THE ONTARIO SUPERIOR COURT
OF JUSTICE DATED OCTOBER 5, 2012 (THE
"INTERIM ORDER") AND, IF THOUGHT
ADVISABLE, TO PASS, WITH OR WITHOUT
VARIATION, A SPECIAL RESOLUTION (THE
"ARRANGEMENT RESOLUTION"), THE FULL
TEXT OF WHICH IS SET OUT IN EXHIBIT B TO
THE ACCOMPANYING MANAGEMENT
INFORMATION CIRCULAR (THE "CIRCULAR"),
APPROVING A STATUTORY ARRANGEMENT
(THE "ARRANGEMENT"). PLEASE REFER TO
THE VOTING INSTRUCTION FORM FOR A
COMPLETE DESCRIPTION OF THIS
RESOLUTION.
LONMIN PLC, LONDON
SECURITY G56350112 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 19-Nov-2012
ISIN GB0031192486 AGENDA 704153307 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 Authorise the directors to allot shares Management For For
SEABRIGHT HOLDINGS, INC.
SECURITY 811656107 MEETING TYPE Special
TICKER SYMBOL SBX MEETING DATE 19-Nov-2012
ISIN US8116561072 AGENDA 933699918 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
AUGUST 27, 2012, AS IT MAY BE AMENDED
FROM TIME TO TIME, AMONG ENSTAR
GROUP LIMITED, A BERMUDA EXEMPTED
COMPANY, AML ACQUISITION, CORP., A
DELAWARE CORPORATION AND AN
INDIRECT WHOLLY OWNED SUBSIDIARY OF
ENSTAR, AND SEABRIGHT HOLDINGS, INC.
(THE "COMPANY").
2. PROPOSAL TO ADJOURN 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.
3. PROPOSAL TO APPROVE, BY NON-BINDING, Management Abstain Against
ADVISORY VOTE, CERTAIN COMPENSATION
ARRANGEMENTS FOR THE COMPANY'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
XSTRATA PLC, LONDON
SECURITY G9826T102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 20-Nov-2012
ISIN GB0031411001 AGENDA 704123443 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 That, for the purposes of giving effect to the New Management For For
Scheme:(a) the directors of the Company be
authorised to take all such actions as they may
consider necessary or appropriate for carrying
the New Scheme into full effect; (b) the re-
classification of the ordinary shares of the
Company and the Reduction of Capital (including
any reversals or contingencies associated
therewith) be approved; (c) the capitalisation of
the reserve arising from the Reduction of Capital
in paying up the Further Xstrata Shares to be
allotted to Glencore International plc (or its
nominee(s)) be approved; (d) the directors of the
Company be authorised to allot the New Xstrata
Shares to Glencore International plc (or its
nominee(s)) as referred to in paragraph (c)
above; and (e) the amendments to the articles of
association of the Company be approved
2 That: 2.1 the Revised Management Incentive Management For For
Arrangements, as defined in the New Scheme
Circular, be approved and the directors of the
Company be authorised to do or procure to be
done all such acts and things on behalf of the
Company as they consider necessary or
expedient for the purpose of giving effect to such
arrangements; and 2.2 the Revised New Xstrata
2012 Plan, as defined in the New Scheme
Circular, be adopted and that the directors of the
Company be authorised to do or procure to be
done all such acts and things on behalf of the
Company as they consider necessary or
expedient for the purpose of giving effect to the
Revised New Xstrata 2012 Plan
XSTRATA PLC, LONDON
SECURITY G9826T102 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 20-Nov-2012
ISIN GB0031411001 AGENDA 704126730 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting
VALID VOTE OPTION 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 To approve the said New Scheme subject to the Management For For
Revised Management Incentive Arrangements
Resolution to be proposed at the Further Xstrata
General Meeting being passed
2 PLEASE NOTE THAT THIS IS A Shareholder For Against
SHAREHOLDERS' PROPOSAL: To approve the
said New Scheme subject to the Revised
Management Incentive Arrangements Resolution
to be proposed at the Further Xstrata General
Meeting not being passed
COVENTRY HEALTH CARE, INC.
SECURITY 222862104 MEETING TYPE Special
TICKER SYMBOL CVH MEETING DATE 21-Nov-2012
ISIN US2228621049 AGENDA 933700329 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
AUGUST 19, 2012, AS AMENDED, AND AS
MAY BE FURTHER AMENDED, AMONG
AETNA INC., JAGUAR MERGER SUBSIDIARY,
INC. AND COVENTRY HEALTH CARE, INC.
2. PROPOSAL TO APPROVE THE Management For For
ADJOURNMENT OF THE COVENTRY SPECIAL
MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO ADOPT THE MERGER
AGREEMENT AT THE TIME OF THE
COVENTRY SPECIAL MEETING.
3. PROPOSAL TO APPROVE ON AN ADVISORY, Management Abstain Against
(NON-BINDING) BASIS, THE "GOLDEN
PARACHUTE" COMPENSATION PAYMENTS
THAT WILL OR MAY BE PAID BY COVENTRY
TO ITS NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
AMIL PARTICIPACOES SA
SECURITY P0R997100 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 28-Nov-2012
ISIN BRAMILACNOR0 AGENDA 704143623 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT IMPORTANT MARKET PROCESSING Non-Voting
REQUIREMENT: A 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 PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting
'AGAINST' IN THE SAME AGENDA ITEM ARE-
NOT ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR
ABSTAIN-ARE ALLOWED. THANK YOU
1 To vote regarding the delisting of the Company Management For For
as a publicly traded company in the A category
with the Brazilian Securities Commission, from
here onwards the Delisting, and its consequent
delisting from the special securities trading
segment of the BM and FBOVESPA S.A., Bolsa
de Valores, Mercadorias e Futuros, called the
Novo Mercado, from here onwards the Novo
Mercado, as well as for the discontinuation, by
the Company, of the differentiated corporate
governance practices established in the Novo
Mercado Listing Rules, from here onwards the
Delisting from the Novo Mercado, in accordance
with that which is provided for in Sections X and
XI of the Novo Mercado Listing Rules, in Chapter
VI of the corporate bylaws of the Company, in
article 4, paragraph 4, of Law number 6404 of
December 15, 1976, as amended, and in CONTD
CONT CONTD CVM Instruction number 361 of March 5, Non-Voting
2002, as amended. The Delisting-and the
Delisting from the Novo Mercado is part of the
transaction for-Association between the
UnitedHealth Group and the Company, as
announced in-the notices of material fact
released on October 8, 2012, and on this date.-
The Board of Directors approved the Delisting
and Delisting from the Novo-Mercado at a
meeting held on October 26, 2012
LTX CREDENCE CORPORATION
SECURITY 502403207 MEETING TYPE Annual
TICKER SYMBOL LTXC MEETING DATE 28-Nov-2012
ISIN US5024032071 AGENDA 933701561 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 ROGER W. BLETHEN For For
2 ROGER J. MAGGS For For
2. TO APPROVE, IN A NON-BINDING, ADVISORY Management Abstain Against
VOTE, THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS
AS DISCLOSED IN THE COMPANY'S PROXY
STATEMENT, INCLUDING THE DISCLOSURES
UNDER THE HEADING "COMPENSATION
DISCUSSION AND ANALYSIS," THE
COMPENSATION TABLES, AND ANY
RELATED MATERIALS INCLUDED IN THE
PROXY STATEMENT.
3. TO APPROVE THE SECOND AMENDED AND Management For For
RESTATED COMPANY 2004 EMPLOYEE
STOCK PURCHASE PLAN.
4. TO RATIFY THE APPOINTMENT OF BDO USA, Management For For
LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR ITS FISCAL YEAR ENDING JULY 31,
2013.
FLAGSTONE REINSURANCE HOLDINGS S.A.
SECURITY L3466T104 MEETING TYPE Special
TICKER SYMBOL FSR MEETING DATE 28-Nov-2012
ISIN LU0490650438 AGENDA 933701927 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
E1. TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF AUGUST 30,
2012, AMONG FLAGSTONE REINSURANCE
HOLDINGS, S.A. ("FLAGSTONE"), FLAGSTONE
REINSURANCE HOLDINGS (BERMUDA)
LIMITED ("FLAGSTONE BERMUDA"), VALIDUS
HOLDINGS, LTD. ("VALIDUS") AND VALIDUS
UPS, LTD. ("MERGER SUB"), ALL AS MORE
FULLY DESCRIBED IN THE PROXY
STATEMENT.
S2. TO APPROVE A NON-BINDING, ADVISORY Management Abstain Against
PROPOSAL REQUIRED UNDER THE DODD-
FRANK WALL STREET REFORM AND
CONSUMER PROTECTION ACT AND
SECTION 14A OF THE SECURITIES
EXCHANGE ACT OF 1934, AND THE RULES
THEREUNDER TO APPROVE THE
COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO FLAGSTONE'S NAMED
EXECUTIVE OFFICERS, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
KENEXA CORPORATION
SECURITY 488879107 MEETING TYPE Special
TICKER SYMBOL KNXA MEETING DATE 03-Dec-2012
ISIN US4888791070 AGENDA 933702171 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. THE PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED
AS OF AUGUST 25, 2012, BY AND AMONG
INTERNATIONAL BUSINESS MACHINES
CORPORATION, A NEW YORK
CORPORATION ("IBM"), JASMINE
ACQUISITION CORP., A PENNSYLVANIA
CORPORATION AND WHOLLY-OWNED
SUBSIDIARY OF IBM, AND KENEXA
CORPORATION, AS SUCH AGREEMENT MAY
BE AMENDED FROM TIME TO TIME.
2. THE PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING TO A LATER DATE, IF NECESSARY
AND APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IN THE EVENT THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF THE
MERGER AGREEMENT AT THE TIME OF THE
SPECIAL MEETING.
3. THE PROPOSAL TO APPROVE, ON AN Management Abstain Against
ADVISORY (NON-BINDING) BASIS, CERTAIN
"GOLDEN PARACHUTE" COMPENSATION
THAT MAY BE PAID OR BECOME PAYABLE
TO KENEXA CORPORATION'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER, INCLUDING THE
AGREEMENTS AND UNDERSTANDINGS WITH
KENEXA CORPORATION PURSUANT TO
WHICH SUCH COMPENSATION MAY BE PAID
OR BECOME PAYABLE.
GEOEYE, INC.
SECURITY 37250W108 MEETING TYPE Special
TICKER SYMBOL GEOY MEETING DATE 03-Dec-2012
ISIN US37250W1080 AGENDA 933704327 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER (THE "MERGER
AGREEMENT"), DATED AS OF JULY 22, 2012,
AS AMENDED, AND AS MAY BE FURTHER
AMENDED, BY AND AMONG DIGITALGLOBE,
INC., 20/20 ACQUISITION SUB, INC.,
WORLDVIEW, LLC, AND GEOEYE, INC., AND
TO APPROVE THE TRANSACTIONS
CONTEMPLATED BY THE MERGER
AGREEMENT.
2. PROPOSAL TO APPROVE, BY A NON- Management Abstain Against
BINDING ADVISORY VOTE, CERTAIN
COMPENSATION ARRANGEMENTS FOR
GEOEYE, INC.'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER CONTEMPLATED BY THE MERGER
AGREEMENT.
3. PROPOSAL TO APPROVE ANY MOTION TO Management For For
ADJOURN THE GEOEYE, INC. SPECIAL
MEETING OF STOCKHOLDERS, IF
NECESSARY, TO SOLICIT ADDITIONAL
PROXIES.
HARMAN INTERNATIONAL INDUSTRIES, INC.
SECURITY 413086109 MEETING TYPE Annual
TICKER SYMBOL HAR MEETING DATE 05-Dec-2012
ISIN US4130861093 AGENDA 933699728 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: DR. JIREN LIU Management For For
1B. ELECTION OF DIRECTOR: EDWARD H. Management For For
MEYER
1C. ELECTION OF DIRECTOR: DINESH C. Management For For
PALIWAL
1D. ELECTION OF DIRECTOR: HELLENE S. Management For For
RUNTAGH
1E. ELECTION OF DIRECTOR: FRANK SKLARSKY Management For For
1F. ELECTION OF DIRECTOR: GARY G. STEEL Management For For
2. RATIFY THE APPOINTMENT OF KPMG LLP Management For For
FOR FISCAL 2013.
3. TO APPROVE, BY NON-BINDING VOTE, Management Abstain Against
EXECUTIVE COMPENSATION.
TPC GROUP INC
SECURITY 89236Y104 MEETING TYPE Special
TICKER SYMBOL TPCG MEETING DATE 05-Dec-2012
ISIN US89236Y1047 AGENDA 933705709 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AUGUST 24, 2012, AMONG
TPC GROUP INC., SAWGRASS HOLDINGS
INC. AND SAWGRASS MERGER SUB INC., AS
IT MAY BE AMENDED FROM TIME TO TIME.
2. 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 ADOPT THE MERGER
AGREEMENT AT THE TIME OF THE SPECIAL
MEETING.
3. TO APPROVE, BY NON-BINDING, ADVISORY Management Abstain Against
VOTE, CERTAIN COMPENSATION
ARRANGEMENTS FOR TPC GROUP'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER.
MEDICIS PHARMACEUTICAL CORPORATION
SECURITY 584690309 MEETING TYPE Special
TICKER SYMBOL MRX MEETING DATE 07-Dec-2012
ISIN US5846903095 AGENDA 933704860 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 2, 2012,
BY AND AMONG VALEANT
PHARMACEUTICALS INTERNATIONAL, INC.,
VALEANT PHARMACEUTICALS
INTERNATIONAL, MERLIN MERGER SUB, INC.
AND MEDICIS PHARMACEUTICAL
CORPORATION, AS IT MAY BE AMENDED
FROM TIME TO TIME.
2. TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, INCLUDING
TO SOLICIT ADDITIONAL VOTES IN FAVOR
OF THE PROPOSAL TO ADOPT THE MERGER
AGREEMENT IF THERE ARE INSUFFICIENT
VOTES TO ADOPT THE MERGER
AGREEMENT AT THE TIME OF THE SPECIAL
MEETING.
3. TO APPROVE A NON-BINDING ADVISORY Management Abstain Against
PROPOSAL TO APPROVE THE GOLDEN
PARACHUTE COMPENSATION PAYABLE TO
MEDICIS' NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
HERITAGE OIL PLC, ST HELIER
SECURITY G4509M102 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 12-Dec-2012
ISIN JE00B2Q4TN56 AGENDA 704167130 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 Approval of the proposed Divestment Management For For
CMMT PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS
AVAILABLE BY CLIC-KING ON THE MATERIAL
URL LINK:
https://materials.proxyvote.com/Approved/99999
Z-/19840101/NPS_148919.PDF
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO ADDITION OF URL LINK. IF YOU
HAVE A-LREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DEC-IDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
TALISON LITHIUM LIMITED
SECURITY Q88128105 MEETING TYPE Special
TICKER SYMBOL TLTHF MEETING DATE 13-Dec-2012
ISIN AU000000TLH5 AGENDA 933703832 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 "THAT, PURSUANT TO AND IN ACCORDANCE Management For For
WITH THE PROVISIONS OF SECTION 411 OF
THE CORPORATIONS ACT, TALISON
SHAREHOLDERS APPROVE THE
ARRANGEMENT PROPOSED BETWEEN
TALISON LITHIUM LIMITED AND THE
HOLDERS OF ITS FULLY PAID ORDINARY
SHARES, DESIGNATED THE "SHARE
SCHEME". PLEASE REFER TO THE VOTING
INSTRUCTION FORM FOR A COMPLETE
DESCRIPTION OF THIS RESOLUTION.
HEELYS, INC
SECURITY 42279M107 MEETING TYPE Special
TICKER SYMBOL HLYS MEETING DATE 13-Dec-2012
ISIN US42279M1071 AGENDA 933710394 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. THE SALE OF SUBSTANTIALLY ALL OF THE Management For For
ASSETS OF HEELYS, INC. (THE "COMPANY")
AND ITS SUBSIDIARIES PURSUANT TO, AND
THE OTHER TRANSACTIONS
CONTEMPLATED BY, THE ASSET PURCHASE
AGREEMENT ATTACHED AS ANNEX A TO
THE ACCOMPANYING PROXY STATEMENT
(THE "SALE").
2. AN AMENDMENT TO THE COMPANY'S Management For For
CERTIFICATE OF INCORPORATION TO
CHANGE ITS CORPORATE NAME,
CONTINGENT ON AND EFFECTIVE UPON
THE CONSUMMATION OF THE SALE.
3. APPROVAL OF THE PLAN OF LIQUIDATION Management For For
AND DISSOLUTION, PURSUANT TO WHICH
THE COMPANY WILL BE LIQUIDATED,
WOUND UP AND DISSOLVED, CONTINGENT
UPON THE CONSUMMATION OF THE SALE,
IN THE FORM ATTACHED AS ANNEX B TO
THE ACCOMPANYING PROXY STATEMENT
(THE "PLAN OF DISSOLUTION").
4. A NON-BINDING, ADVISORY PROPOSAL TO Management Abstain Against
APPROVE CERTAIN EXECUTIVE
COMPENSATION PAYABLE AS A RESULT OF
THE SALE, AS DISCLOSED IN THE
ACCOMPANYING PROXY STATEMENT.
5. THE GRANT OF AUTHORITY TO THE BOARD Management For For
OF DIRECTORS OF THE COMPANY (THE
"BOARD") TO ADJOURN THE MEETING, EVEN
IF A QUORUM IS PRESENT, IF NECESSARY
OR APPROPRIATE IN THE SOLE DISCRETION
OF THE BOARD, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
CELTIC EXPLORATION LTD.
SECURITY 15118Q109 MEETING TYPE Special
TICKER SYMBOL CEXJF MEETING DATE 14-Dec-2012
ISIN CA15118Q1090 AGENDA 933712158 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 THE SPECIAL RESOLUTION, THE FULL TEXT Management For For
OF WHICH IS SET FORTH IN APPENDIX A TO
THE ACCOMPANYING INFORMATION
CIRCULAR AND PROXY STATEMENT DATED
NOVEMBER 16, 2012 (THE "INFORMATION
CIRCULAR"), TO APPROVE A PLAN OF
ARRANGEMENT UNDER SECTION 193 OF
THE BUSINESS CORPORATIONS ACT
(ALBERTA), ALL AS MORE PARTICULARLY
DESCRIBED IN THE INFORMATION
CIRCULAR;
02 THE ORDINARY RESOLUTION, THE FULL Management For For
TEXT OF WHICH IS SET FORTH UNDER THE
HEADING "OTHER MATTERS OF SPECIAL
BUSINESS RELATING TO KELT - KELT
OPTION PLAN" IN THE INFORMATION
CIRCULAR, TO APPROVE A STOCK OPTION
PLAN FOR KELT EXPLORATION LTD.
("KELT"), ALL AS MORE PARTICULARLY
DESCRIBED IN THE INFORMATION
CIRCULAR;
03 THE ORDINARY RESOLUTION, THE FULL Management For For
TEXT OF WHICH IS SET FORTH UNDER THE
HEADING "OTHER MATTERS OF SPECIAL
BUSINESS RELATING TO KELT - KELT RSU
PLAN" IN THE INFORMATION CIRCULAR, TO
APPROVE A RESTRICTED SHARE UNIT PLAN
FOR KELT, ALL AS MORE PARTICULARLY
DESCRIBED IN THE INFORMATION
CIRCULAR;
04 THE ORDINARY RESOLUTION, THE FULL Management For For
TEXT OF WHICH IS SET FORTH UNDER THE
HEADING "OTHER MATTERS OF SPECIAL
BUSINESS RELATING TO KELT - PRIVATE
PLACEMENT" IN THE INFORMATION
CIRCULAR, TO APPROVE A PRIVATE
PLACEMENT OF UP TO 6,000,000 COMMON
SHARES OF KELT FOR GROSS PROCEEDS
OF APPROXIMATELY $13.9 MILLION AT A
PRICE OF $2.32 PER SHARE, ALL AS MORE
PARTICULARLY DESCRIBED IN THE
INFORMATION CIRCULAR.
DEVGEN NV, ZWIJNAARDE
SECURITY B33555127 MEETING TYPE Special General Meeting
TICKER SYMBOL MEETING DATE 15-Dec-2012
ISIN BE0003821387 AGENDA 704166645 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT IMPORTANT MARKET PROCESSING Non-Voting
REQUIREMENT: A BENEFICIAL OWNER
SIGNED POWER OF-ATTORNEY (POA) MAY
BE 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 Non-Voting
BENEFICIAL 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
1 The meeting approves the clause enshrined in Management For For
the license and research agreement entered into
between the Company and Syngenta AG on 14
May 2012, and that entitles the latter, in the event
of a change of control within the Company, to
request a partial or a total refund of fees and
payments made in exchange for partial or total
termination of licenses granted
2 The meeting approves the grant of bonuses to Management For For
certain key managers (including Thierry Bogaert),
key employees and key consultants. For the
beneficiaries who perform a board mandate
within a subsidiary of the Company, this bonus
will be paid by the relevant subsidiary for services
rendered for the benefit of these subsidiaries.
The aggregate amount of all bonuses will equal
EUR 4.03 million, to be increased, in the event of
a successful counterbid or higher bid, by an
amount equal to 1% of the excess transaction
value of such counterbid or higher bid. The
bonuses will only be due in case of a successful
closing of the takeover bid on the Company that
was announced on 21 September 2012 (or a
thereto related counterbid or higher bid)
3 The meeting approves the clause that is Management For For
enshrined in the management services
agreement of the CEO of the Company dated 19
June 2012 that, in case of a change of control
within the Company, provides for an accelerated
granting of 32,211 warrants at an exercise price
of EUR 5.43 per warrant and for an accelerated
becoming due of certain bonuses by the
subsidiaries of the Company, the maximum
aggregate amount of which is EUR 557,668,
which would, in principle, have become due in
the course of the agreement
PLX TECHNOLOGY, INC.
SECURITY 693417107 MEETING TYPE Annual
TICKER SYMBOL PLXT MEETING DATE 19-Dec-2012
ISIN US6934171074 AGENDA 933708022 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 D. JAMES GUZY For For
2 JOHN H. HART For For
3 THOMAS RIORDAN For For
4 MICHAEL J. SALAMEH For For
5 RALPH H. SCHMITT For For
6 ROBERT H. SMITH For For
7 PATRICK VERDERICO For For
2. TO RATIFY THE APPOINTMENT OF BDO Management For For
SEIDMAN LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012.
3. TO APPROVE THE ADVISORY RESOLUTION Management Abstain Against
ON EXECUTIVE COMPENSATION.
LBI INTERNATIONAL N.V., AMSTERDAM
SECURITY N5168J100 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 20-Dec-2012
ISIN NL0009508720 AGENDA 704161532 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 Discussion public offer (discussion item) Non-Voting
2 Amendment of the Articles of Association Management For For
3 Resignation and Discharge Supervisory Board Management For For
members: Mr. J.F.P. Farrell; Mr. R.J.C. Easton
and Mr. A.H.A.M. van Laack
4 Appointment of new Supervisory Board Management For For
members: Mr. J-Y Naouri; Mr. J-M Etienne; Mr. F.
Voris; Mr. B. Lord and Mr. J. Tomasulo
5 Compliance Corporate Governance Code Non-Voting
(discussion item)
6 Any other business Management Abstain For
GRAINCORP LIMITED
SECURITY Q42655102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Dec-2012
ISIN AU000000GNC9 AGENDA 704166912 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT VOTING EXCLUSIONS APPLY TO THIS Non-Voting
MEETING FOR PROPOSALS 2 AND 4 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 (2 AND 4),
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.
1 Consideration of Financial Statements and Non-Voting
Reports
2 Adoption of the Remuneration Report Management For For
3.1 That for the purposes of ASX Listing Rule 14.4, Management For For
article 11.3(a) of the Constitution and for all other
purposes, Mr Don Taylor, retiring by rotation,
being eligible and offering himself for re-election,
be reelected as a Director of the Company
3.2 That for the purposes of ASX Listing Rule 14.4, Management For For
article 11.3(a) of the Constitution and for all other
purposes, Mr David Trebeck, retiring by rotation,
being eligible and offering himself for election, be
re-elected as a Director of the Company
3.3 That for the purposes of ASX Listing Rule 14.4, Management For For
article 11.3(a) of the Constitution and for all other
purposes, Mr Donald McGauchie, retiring by
rotation, being eligible and offering himself for
election, be re-elected as a Director of the
Company
4 Long Term Incentive Plan and Deferred Equity Management For For
Plan - amendment to allow the Board to issue
shares to satisfy vested rights
5 Financial Assistance Management For For
PRESIDENTIAL LIFE CORPORATION
SECURITY 740884101 MEETING TYPE Special
TICKER SYMBOL PLFE MEETING DATE 20-Dec-2012
ISIN US7408841010 AGENDA 933709707 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JULY 12, 2012, BY
AND AMONG ATHENE ANNUITY & LIFE
ASSURANCE COMPANY ("ATHENE"), EAGLE
ACQUISITION CORP., A WHOLLY OWNED
SUBSIDIARY OF ATHENE ("MERGER SUB"),
AND THE COMPANY, AS IT MAY BE
AMENDED FROM TIME TO TIME (THE
"MERGER AGREEMENT"), PURSUANT TO
WHICH MERGER SUB WILL MERGE WITH
AND INTO THE COMPANY.
2. 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 MERGER
AGREEMENT.
3. APPROVAL, BY NON-BINDING ADVISORY Management Abstain Against
VOTE, OF CERTAIN COMPENSATION
ARRANGEMENTS FOR PRESIDENTIAL'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
THE SHAW GROUP INC.
SECURITY 820280105 MEETING TYPE Special
TICKER SYMBOL SHAW MEETING DATE 21-Dec-2012
ISIN US8202801051 AGENDA 933709795 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 PROPOSAL TO APPROVE THE Management For For
TRANSACTION AGREEMENT (AS SUCH
AGREEMENT MAY BE AMENDED FROM TIME
TO TIME, THE "TRANSACTION AGREEMENT"),
DATED AS OF JULY 30, 2012, BETWEEN
SHAW, CHICAGO BRIDGE & IRON COMPANY
N.V. ("CB&I") AND CRYSTAL ACQUISITION
SUBSIDIARY INC., A WHOLLY OWNED
SUBSIDIARY OF CB&I ("ACQUISITION SUB"),
PURSUANT TO WHICH ACQUISITION SUB
WILL MERGE WITH AND INTO SHAW.
02 PROPOSAL, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, TO APPROVE THE
COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO SHAW'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE TRANSACTION.
03 PROPOSAL TO APPROVE THE Management For For
ADJOURNMENT OF THE SPECIAL MEETING,
IF NECESSARY, TO ENABLE THE BOARD OF
DIRECTORS OF SHAW TO SOLICIT
ADDITIONAL PROXIES TO APPROVE THE
TRANSACTION AGREEMENT.
METROPOLITAN HEALTH NETWORKS, INC.
SECURITY 592142103 MEETING TYPE Special
TICKER SYMBOL MDF MEETING DATE 21-Dec-2012
ISIN US5921421039 AGENDA 933713376 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT AND APPROVE THE AGREEMENT Management For For
AND PLAN OF MERGER, AMONG HUMANA
INC. MINER ACQUISITION SUBSIDIARY, INC.,
A WHOLLY-OWNED SUBSIDIARY OF
HUMANA, INC., AND METROPOLITAN HEALTH
NETWORKS, INC., PURSUANT TO WHICH
METROPOLITAN HEALTH NETWORKS, INC.,
WILL BECOME A WHOLLY-OWNED
SUBSIDIARY OF HUMANA, INC. WHICH IS
REFERRED TO AS THE MERGER, AND TO
APPROVE THE MERGER.
2. A PROPOSAL TO APPROVE AN Management For For
ADJOURNMENT OF THE METROPOLITAN
SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE FOREGOING PROPOSAL.
3. A PROPOSAL TO APPROVE, ON AN Management Abstain Against
ADVISORY (NON-BINDING) BASIS, THE
"GOLDEN PARACHUTE" COMPENSATION
PAYMENTS THAT WILL OR MAY BE PAID BY
METROPOLITAN TO ITS NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER.
THE SHAW GROUP INC.
SECURITY 820280105 MEETING TYPE Special
TICKER SYMBOL SHAW MEETING DATE 21-Dec-2012
ISIN US8202801051 AGENDA 933717172 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 PROPOSAL TO APPROVE THE Management For For
TRANSACTION AGREEMENT (AS SUCH
AGREEMENT MAY BE AMENDED FROM TIME
TO TIME, THE "TRANSACTION AGREEMENT"),
DATED AS OF JULY 30, 2012, BETWEEN
SHAW, CHICAGO BRIDGE & IRON COMPANY
N.V. ("CB&I") AND CRYSTAL ACQUISITION
SUBSIDIARY INC., A WHOLLY OWNED
SUBSIDIARY OF CB&I ("ACQUISITION SUB"),
PURSUANT TO WHICH ACQUISITION SUB
WILL MERGE WITH AND INTO SHAW.
02 PROPOSAL, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, TO APPROVE THE
COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO SHAW'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE TRANSACTION.
03 PROPOSAL TO APPROVE THE Management For For
ADJOURNMENT OF THE SPECIAL MEETING,
IF NECESSARY, TO ENABLE THE BOARD OF
DIRECTORS OF SHAW TO SOLICIT
ADDITIONAL PROXIES TO APPROVE THE
TRANSACTION AGREEMENT.
ROBBINS & MYERS, INC.
SECURITY 770196103 MEETING TYPE Special
TICKER SYMBOL RBN MEETING DATE 27-Dec-2012
ISIN US7701961036 AGENDA 933715368 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AUGUST 8, 2012, BY AND
AMONG NATIONAL OILWELL VARCO, INC.,
RAVEN PROCESS CORP., AND ROBBINS &
MYERS, INC. AND APPROVE THE
TRANSACTIONS CONTEMPLATED BY THAT
AGREEMENT.
2. APPROVAL IN AN ADVISORY (NON-BINDING) Management For For
VOTE OF THE COMPENSATION PAID TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS
IN CONNECTION WITH THE MERGER.
3. ANY ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IN THE
EVENT THERE ARE NOT SUFFICIENT VOTES
AT THE TIME OF THE SPECIAL MEETING OR
ANY ADJOURNMENT TO ADOPT THE
MERGER AGREEMENT.
ANCESTRY.COM INC
SECURITY 032803108 MEETING TYPE Special
TICKER SYMBOL ACOM MEETING DATE 27-Dec-2012
ISIN US0328031085 AGENDA 933716675 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO CONSIDER AND VOTE ON A PROPOSAL Management For For
TO ADOPT THE AGREEMENT AND PLAN OF
MERGER (AS IT MAY BE AMENDED FROM
TIME TO TIME, THE "MERGER AGREEMENT"),
DATED AS OF OCTOBER 21, 2012, BY AND
AMONG THE COMPANY, GLOBAL
GENERATIONS INTERNATIONAL INC., A
DELAWARE CORPORATION ("PARENT"), AND
GLOBAL GENERATIONS MERGER SUB INC.,
A DELAWARE CORPORATION AND WHOLLY
OWNED SUBSIDIARY OF PARENT.
2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, SPECIFIED COMPENSATION
THAT MAY BECOME PAYABLE TO THE
NAMED EXECUTIVE OFFICERS OF THE
COMPANY IN CONNECTION WITH THE
MERGER.
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO ADOPT THE
MERGER AGREEMENT.
4. TO ACT UPON OTHER BUSINESS AS MAY Management For For
PROPERLY COME BEFORE THE SPECIAL
MEETING (PROVIDED THE COMPANY DOES
NOT KNOW, AT A REASONABLE TIME
BEFORE THE SPECIAL MEETING, THAT
SUCH MATTERS ARE TO BE PRESENTED AT
THE MEETING) OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
TARO PHARMACEUTICAL INDUSTRIES LTD.
SECURITY M8737E108 MEETING TYPE Annual
TICKER SYMBOL TARO MEETING DATE 30-Dec-2012
ISIN IL0010827181 AGENDA 933718504 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. ELECTION OF SUBRAMANIAN Management For For
KALYANASUNDARAM (KNOWN IN INDUSTRY
CIRCLES AS KAL SUNDARAM) AS DIRECTOR
TO SERVE UNTIL THE CLOSE OF THE NEXT
ANNUAL GENERAL MEETING.
2. DIRECTOR Management
1 SUDHIR VALIA For For
2 AALOK SHANGHVI For For
3 JAMES KEDROWSKI For For
4 DOV PEKELMAN For For
3. APPOINTMENT OF ZIV HAFT, CERTIFIED Management For For
PUBLIC ACCOUNTANTS (ISRAEL), A BDO
MEMBER FIRM, AS THE COMPANY'S
INDEPENDENT AUDITORS UNTIL THE CLOSE
OF THE NEXT ANNUAL GENERAL MEETING
OF THE SHAREHOLDERS OF THE COMPANY
AND AUTHORIZE THEIR REMUNERATION TO
BE FIXED, IN ACCORDANCE WITH THE
VOLUME AND NATURE OF THEIR SERVICES,
BY THE AUDIT COMMITTEE AND THE BOARD
OF DIRECTORS.
4. APPROVAL OF AN AMENDMENT TO THE Management For For
COMPANY'S ARTICLES OF ASSOCIATION, SO
AS TO CONFIRM AND RATIFY THE CHANGE
OF THE COMPANY'S FISCAL YEAR END
FROM DECEMBER 31 TO MARCH 31.
SUNRISE SENIOR LIVING, INC.
SECURITY 86768K106 MEETING TYPE Special
TICKER SYMBOL SRZ MEETING DATE 07-Jan-2013
ISIN US86768K1060 AGENDA 933717348 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF AUGUST 21, 2012,
BY AND AMONG SUNRISE SENIOR LIVING,
INC. ("SUNRISE"), HEALTH CARE REIT, INC.,
BREWER HOLDCO, INC., BREWER HOLDCO
SUB, INC. AND RED FOX, INC., ALL AS MORE
FULLY DESCRIBED IN THE PROXY
STATEMENT.
2. TO APPROVE AN ADVISORY, NONBINDING Management Abstain Against
VOTE REGARDING THE COMPENSATION
THAT MAY BE PAID OR BECOME PAYABLE
TO SUNRISE NAMED EXECUTIVE OFFICERS
THAT IS BASED ON OR OTHERWISE
RELATES TO THE MERGER.
3. TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING
TO A LATER DATE OR TIME, IF NECESSARY
OR APPROPRIATE IN THE VIEW OF THE
SUNRISE 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 THE SPECIAL
MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
RETALIX LTD.
SECURITY M8215W109 MEETING TYPE Special
TICKER SYMBOL RTLX MEETING DATE 07-Jan-2013
ISIN IL0010806706 AGENDA 933719493 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. APPROVAL OF THE MERGER OF THE Management For For
COMPANY WITH MERGER SUB, AN
INDIRECT, WHOLLYOWNED SUBSIDIARY OF
NCR, INCLUDING APPROVAL OF: (I) THE
MERGER; (II) THE MERGER AGREEMENT; (III)
THE MERGER CONSIDERATION, WITHOUT
ANY INTEREST THEREON; (IV) THE
CONVERSION OF EACH OUTSTANDING
OPTION, AND EACH WARRANT, TO
PURCHASE ONE ORDINARY SHARE; (V) ALL
OTHER TRANSACTIONS AND
ARRANGEMENTS CONTEMPLATED BY THE
MERGER AGREEMENT.(ALL CAPITALIZED
TERMS ARE DEFINED IN THE
ACCOMPANYING PROXY STATEMENT.)
2. TO ACT UPON SUCH OTHER MATTERS AS Management For For
MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT OR
ADJOURNMENTS THEREOF.
AMERICAN REALTY CAPITAL TRUST
SECURITY 02917L101 MEETING TYPE Special
TICKER SYMBOL ARCT MEETING DATE 16-Jan-2013
ISIN US02917L1017 AGENDA 933718073 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO APPROVE THE MERGER OF THE Management For For
COMPANY WITH AND INTO TAU
ACQUISITION LLC ("MERGER SUB")
PURSUANT TO THE MERGER AGREEMENT,
DATED SEPTEMBER 6, 2012, AMONG REALTY
INCOME CORPORATION, MERGER SUB AND
THE COMPANY AND THE OTHER
TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT.
2. TO APPROVE, ON A NON-BINDING, Management Abstain Against
ADVISORY BASIS, THE COMPENSATION
THAT MAY BE PAID OR BECOME PAYABLE
TO THE COMPANY'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER.
3. TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY AND APPROPRIATE, TO
ANOTHER TIME AND PLACE, TO SOLICIT
ADDITIONAL PROXIES IN FAVOR OF
PROPOSAL 1.
ASIA PACIFIC BREWERIES LTD
SECURITY Y0370C108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 17-Jan-2013
ISIN SG1E49001316 AGENDA 704219181 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 To receive and adopt the report of the Directors Management For For
and audited financial statements for the year
ended 30 September 2012
2 To approve a final tax-exempt (one-tier) dividend Management For For
of 85 cents per share in respect of the year
ended 30 September 2012
3 That Mr Roland Pirmez, who retires by rotation, Management For For
be and is hereby re-appointed as a Director of
the Company
4 To approve Directors' fees of SGD 617,000 Management For For
payable by the Company for the year ending 30
September 2013 (last year: SGD 617,000)
5 To re-appoint auditors for the ensuing year and to Management For For
authorise the Directors to fix their remuneration
6 To transact any other business which may Management Abstain For
properly be brought forward
HEELYS, INC
SECURITY 42279M107 MEETING TYPE Special
TICKER SYMBOL HLYS MEETING DATE 24-Jan-2013
ISIN US42279M1071 AGENDA 933722630 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. THE PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER
ATTACHED AS ANNEX A TO THE ENCLOSED
PROXY STATEMENT AND APPROVE THE
MERGER THEREUNDER (THE "MERGER").
2. A NON-BINDING, ADVISORY PROPOSAL TO Management Abstain Against
APPROVE CERTAIN EXECUTIVE
COMPENSATION PAYABLE AS A RESULT OF
THE MERGER, AS DISCLOSED IN THE
ENCLOSED PROXY STATEMENT.
3. THE GRANT OF AUTHORITY TO BOARD OF Management For For
DIRECTORS (THE "BOARD") TO ADJOURN
THE MEETING, EVEN IF A QUORUM IS
PRESENT, IF NECESSARY OR APPROPRIATE
IN THE SOLE DISCRETION OF THE BOARD,
INCLUDING TO SOLICIT ADDITIONAL
PROXIES IN THE EVENT THAT THERE ARE
INSUFFICIENT SHARES PRESENT IN
PERSON OR BY PROXY VOTING IN FAVOR
OF ADOPTING THE MERGER AGREEMENT
AND APPROVING THE MERGER.
RALCORP HOLDINGS, INC.
SECURITY 751028101 MEETING TYPE Special
TICKER SYMBOL RAH MEETING DATE 29-Jan-2013
ISIN US7510281014 AGENDA 933723543 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF NOVEMBER 26,
2012, AMONG RALCORP HOLDINGS, INC.,
CONAGRA FOODS, INC. AND PHOENIX
ACQUISITION SUB INC., A WHOLLY OWNED
SUBSIDIARY OF CONAGRA FOODS, INC., AS
IT MAY BE AMENDED FROM TIME TO TIME,
PURSUANT TO WHICH PHOENIX
ACQUISITION SUB INC. WILL MERGE WITH
AND INTO RALCORP HOLDINGS, INC.
2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, THE COMPENSATION THAT
MAY BE PAID OR BECOME PAYABLE TO
RALCORP HOLDINGS, INC.'S NAMED
EXECUTIVE OFFICERS THAT IS BASED ON
OR OTHERWISE RELATES TO THE MERGER
OF PHOENIX ACQUISITION SUB INC. WITH
AND INTO RALCORP HOLDINGS, INC.
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL 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 OR
ANY ADJOURNMENT OR POSTPONEMENT
THEREOF TO APPROVE PROPOSAL 1.
YOUNG INNOVATIONS, INC.
SECURITY 987520103 MEETING TYPE Special
TICKER SYMBOL YDNT MEETING DATE 30-Jan-2013
ISIN US9875201033 AGENDA 933725460 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF DECEMBER 3, 2012,
BY AND AMONG YOUNG INNOVATIONS
HOLDINGS LLC, YI ACQUISITION CORP. AND
YOUNG INNOVATIONS, INC.
2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, THE "GOLDEN PARACHUTE"
COMPENSATION.
3. TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES.
LONMIN PLC, LONDON
SECURITY G56350112 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 31-Jan-2013
ISIN GB0031192486 AGENDA 704211717 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 To receive the 2012 Report and Accounts Management For For
2 To approve the 2012 Directors Remuneration Management For For
Report
3 To reappoint the auditors: KPMG Audit plc Management For For
4 To authorise the Board to agree the auditors Management For For
remuneration
5 To re elect Roger Phillimore Management For For
6 To re elect Ian Farmer Management For For
7 To re elect Len Konar Management For For
8 To re elect Jonathan Leslie Management For For
9 To re elect David Munro Management For For
10 To re elect Cyril Ramaphosa Management For For
11 To re elect Simon Scott Management For For
12 To re elect Mahomed Seedat Management For For
13 To re elect Karen de Segundo Management For For
14 To re elect Jim Sutcliffe Management For For
15 To authorise the directors to allot shares Management For For
16 To authorise the purchase of own shares Management For For
17 To authorise a 14 day notice period for general Management For For
meetings other than annual general meetings
18 To approve the Balanced Scorecard Bonus Plan Management For For
CMMT PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS
AVAILABLE BY CLIC-KING ON THE MATERIAL
URL LINK:
https://materials.proxyvote.com/Approved/99999
Z-/19840101/NPS_151648.pdf
CMMT PLEASE NOTE THAT RESOLUTION 6 IS NOT Non-Voting
LONGER VALID AS IAN FARMER HAS
REQUESTED-TO STEP DOWN AS CHIEF
EXECUTIVE OFFICER (CEO) DUE TO
SERIOUS ILLNESS. PLEASE V-OTE ABSTAIN
ON THIS RESOLUTION. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE ADDITION OF URL LINK AND COMMENT.
IF Y-OU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLES-S YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
ASHLAND INC.
SECURITY 044209104 MEETING TYPE Annual
TICKER SYMBOL ASH MEETING DATE 31-Jan-2013
ISIN US0442091049 AGENDA 933716853 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1.1 ELECTION OF CLASS III DIRECTOR: Management For For
BRENDAN M. CUMMINS
1.2 ELECTION OF CLASS III DIRECTOR: MARK C. Management For For
ROHR
1.3 ELECTION OF CLASS III DIRECTOR: JANICE Management For For
J. TEAL
1.4 ELECTION OF CLASS III DIRECTOR: MICHAEL Management For For
J. WARD
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR FISCAL 2013.
3. APPROVAL OF AN AMENDMENT TO THE 2011 Management For For
ASHLAND INC. INCENTIVE PLAN TO
INCREASE THE AGGREGATE NUMBER OF
SHARES OF COMMON STOCK AUTHORIZED
FOR ISSUANCE UNDER THE PLAN BY
2,000,000 SHARES AND TO MAKE CERTAIN
OTHER AMENDMENTS INCLUDED THEREIN.
4. A NON-BINDING ADVISORY RESOLUTION Management Abstain Against
APPROVING THE COMPENSATION PAID TO
ASHLAND'S NAMED EXECUTIVE OFFICERS,
AS DISCLOSED PURSUANT TO ITEM 402 OF
REGULATION S-K, INCLUDING THE
COMPENSATION DISCUSSION AND
ANALYSIS, COMPENSATION TABLES AND
NARRATIVE DISCUSSION.
5. SHAREHOLDER PROPOSAL Shareholder Against For
RECOMMENDING THAT THE BOARD OF
DIRECTORS TAKE ACTION TO DECLASSIFY
THE BOARD.
POST HLDGS INC
SECURITY 737446104 MEETING TYPE Annual
TICKER SYMBOL POST MEETING DATE 31-Jan-2013
ISIN US7374461041 AGENDA 933721791 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 GREGORY L. CURL For For
2 WILLIAM H. DANFORTH For For
3 DAVID P. SKARIE For For
2. APPROVAL OF AMENDMENT TO 2012 POST Management For For
HOLDINGS, INC. LONG-TERM INCENTIVE
PLAN.
3. RATIFICATION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING SEPTEMBER 30, 2013.
4. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
5. ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
TALISON LITHIUM LIMITED
SECURITY Q88128105 MEETING TYPE Consent
TICKER SYMBOL TLTHF MEETING DATE 31-Jan-2013
ISIN AU000000TLH5 AGENDA 933724090 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 RE-ELECTION OF MR. PETER OLIVER AS A Management For For
DIRECTOR OF THE COMPANY
02 RE-ELECTION OF MR. PETER ROBINSON AS Management For For
A DIRECTOR OF THE COMPANY
03 RE-ELECTION OF MR. RONNIE BEEVOR AS A Management For For
DIRECTOR OF THE COMPANY
04 ELECTION OF MR CHRISTOPHER CORBETT Management For For
AS A DIRECTOR OF THE COMPANY
05 RE-ELECTION OF MR. MARK SMITH AS A Management For For
DIRECTOR OF THE COMPANY
06 RE-ELECTION OF MR. DAVID SHAW AS A Management For For
DIRECTOR OF THE COMPANY
07 RE-ELECTION OF MR. FRANK WHEATLEY AS Management For For
A DIRECTOR OF THE COMPANY
YM BIOSCIENCES INC.
SECURITY 984238105 MEETING TYPE Special
TICKER SYMBOL YMI MEETING DATE 31-Jan-2013
ISIN CA9842381050 AGENDA 933724608 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 THE SPECIAL RESOLUTION (THE Management For For
"ARRANGEMENT RESOLUTION"), THE FULL
TEXT OF WHICH IS ATTACHED AS
SCHEDULE B TO THE MANAGEMENT PROXY
CIRCULAR DATED DECEMBER 31, 2012,
WITH OR WITHOUT VARIATION, APPROVING
AN ARRANGEMENT UNDER SECTION 130 OF
THE COMPANIES ACT (NOVA SCOTIA)
BETWEEN THE COMPANY, ITS
SHAREHOLDERS, GILEAD SCIENCES, INC.
AND 3268218 NOVA SCOTIA LIMITED (THE
"PURCHASER") PURSUANT TO WHICH,
AMONG OTHER THINGS, THE PURCHASER
WILL ACQUIRE ALL OF THE ISSUED AND
OUTSTANDING COMMON SHARES OF THE
COMPANY AT A PRICE OF U.S.$2.95 PER
COMMON SHARE IN CASH.
COMVERSE TECHNOLOGY, INC.
SECURITY 205862402 MEETING TYPE Special
TICKER SYMBOL CMVT MEETING DATE 04-Feb-2013
ISIN US2058624022 AGENDA 933724139 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. ADOPTION OF THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF AUGUST 12,
2012, AMONG COMVERSE TECHNOLOGY,
INC., VERINT SYSTEMS INC. AND VICTORY
ACQUISITION I LLC AND APPROVAL OF THE
TRANSACTIONS CONTEMPLATED BY THAT
AGREEMENT, INCLUDING THE MERGER.
2. THE ADJOURNMENT OF THE CTI SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO ADOPT THE MERGER
AGREEMENT AT THE TIME OF THE CTI
SPECIAL MEETING.
CYMER, INC.
SECURITY 232572107 MEETING TYPE Special
TICKER SYMBOL CYMI MEETING DATE 05-Feb-2013
ISIN US2325721072 AGENDA 933725458 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF OCTOBER 16,
2012, BY AND AMONG ASML HOLDING N.V.,
AMSL US INC., KONA TECHNOLOGIES, LLC.,
KONA ACQUISITION COMPANY, INC. AND
CYMER, INC., AS MAY BE AMENDED.
2. TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO APPROVE THE
FOREGOING PROPOSAL.
3. TO APPROVE A NON-BINDING ADVISORY Management Abstain Against
PROPOSAL TO APPROVE CERTAIN
COMPENSATION ARRANGEMENTS FOR
CYMER'S NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
GRUPO MODELO SAB DE CV
SECURITY P4833F104 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 06-Feb-2013
ISIN MXP4833F1044 AGENDA 704246049 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT ONLY MEXICAN Non-Voting
NATIONALS MAY PARTICIPATE IN THIS
MEETING-THEREFORE THESE SHARES
HAVE NO VOTING RIGHTS
I Discussion and approval, if deemed appropriate, Non-Voting
for the declaration of a-dividend in an amount
and under the terms and conditions that are
approved by-the general meeting of
shareholders, after approval of the financial-
statements of the company to December 31,
2012. Resolutions in this regard
II Designation of delegates who will carry out the Non-Voting
resolutions passed by this-general meeting and,
if deemed appropriate, formalize them as
appropriate
ELOQUA, INC.
SECURITY 290139104 MEETING TYPE Special
TICKER SYMBOL ELOQ MEETING DATE 08-Feb-2013
ISIN US2901391043 AGENDA 933727654 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF DECEMBER 19,
2012, AMONG ELOQUA, INC., ("ELOQUA"), OC
ACQUISITION LLC ("PARENT"), A DELAWARE
LIMITED LIABILITY COMPANY AND WHOLLY
OWNED SUBSIDIARY OF ORACLE
CORPORATION ("ORACLE"), ESPERANZA
ACQUISITION CORPORATION, A DELAWARE
CORPORATION AND WHOLLY OWNED
SUBSIDIARY OF PARENT, AND ORACLE.
2. A PROPOSAL TO APPROVE ONE OR MORE Management For For
ADJOURNMENTS OR POSTPONEMENTS OF
THE SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF ELOQUA
HAS NOT OBTAINED SUFFICIENT
AFFIRMATIVE STOCKHOLDER VOTES TO
ADOPT THE MERGER AGREEMENT.
KBW, INC.
SECURITY 482423100 MEETING TYPE Special
TICKER SYMBOL KBW MEETING DATE 12-Feb-2013
ISIN US4824231009 AGENDA 933725181 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF NOVEMBER 5, 2012
(AS IT MAY BE AMENDED FROM TIME TO
TIME, THE "MERGER AGREEMENT"), AMONG
STIFEL FINANCIAL CORP., SFKBW ONE, INC.,
SFKBW TWO, LLC, AND KBW, INC., AND
THEREBY TO APPROVE THE TRANSACTIONS
CONTEMPLATED BY THE MERGER
AGREEMENT, INCLUDING THE MERGER OF
SFKBW ONE, INC. WITH AND INTO KBW, INC.
2. TO CONSIDER AND VOTE ON A PROPOSAL Management Abstain Against
TO APPROVE, BY A NON-BINDING,
ADVISORY VOTE, CERTAIN COMPENSATION
ARRANGEMENTS FOR KBW, INC.'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER.
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY, FOR ANY
PURPOSE, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO ADOPT THE MERGER
AGREEMENT AND THEREBY TO APPROVE
THE TRANSACTIONS CONTEMPLATED BY
THE MERGER AGREEMENT, INCLUDING THE
MERGER, AT THE TIME OF THE SPECIAL
MEETING.
THE WARNACO GROUP, INC.
SECURITY 934390402 MEETING TYPE Special
TICKER SYMBOL WRC MEETING DATE 13-Feb-2013
ISIN US9343904028 AGENDA 933727008 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
OCTOBER 29, 2012, AMONG THE WARNACO
GROUP, INC., PVH CORP., AND WAND
ACQUISITION CORP., A WHOLLY OWNED
SUBSIDIARY OF PVH CORP., AS SUCH
AGREEMENT MAY BE AMENDED FROM TIME
TO TIME (THE "MERGER AGREEMENT").
2. PROPOSAL TO APPROVE THE (NON- Management Abstain Against
BINDING) ADVISORY RESOLUTION ON
MERGER-RELATED COMPENSATION FOR
NAMED EXECUTIVE OFFICERS.
3. PROPOSAL TO ADJOURN 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.
TNS, INC.
SECURITY 872960109 MEETING TYPE Special
TICKER SYMBOL TNS MEETING DATE 15-Feb-2013
ISIN US8729601091 AGENDA 933726234 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF DECEMBER 11,
2012, AS IT MAY BE AMENDED FROM TIME
TO TIME, AMONG TNS, INC., TRIDENT
PRIVATE HOLDINGS I, LLC, AND TRIDENT
PRIVATE ACQUISITION CORP.
2. 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 ADOPT THE
AGREEMENT AND PLAN OF MERGER OR IF A
QUORUM IS NOT PRESENT AT THE SPECIAL
MEETING.
3. TO APPROVE, BY NON-BINDING, ADVISORY Management Abstain Against
VOTE, CERTAIN COMPENSATION
ARRANGEMENTS FOR TNS, INC.'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER CONTEMPLATED BY THE
AGREEMENT AND PLAN OF MERGER.
PSS WORLD MEDICAL, INC.
SECURITY 69366A100 MEETING TYPE Special
TICKER SYMBOL PSSI MEETING DATE 19-Feb-2013
ISIN US69366A1007 AGENDA 933727349 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF OCTOBER 24,
2012, BY AND AMONG MCKESSON
CORPORATION, PALM MERGER SUB, INC.,
AND PSS WORLD MEDICAL, INC.
2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPENSATION THAT MAY
BECOME PAYABLE TO THE COMPANY'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IN SUPPORT OF PROPOSAL 1 IF
THERE ARE INSUFFICIENT VOTES AT THE
TIME OF THE MEETING TO APPROVE THE
AGREEMENT AND PLAN OF MERGER.
BIOMIMETIC THERAPEUTICS, INC.
SECURITY 09064X101 MEETING TYPE Special
TICKER SYMBOL BMTI MEETING DATE 26-Feb-2013
ISIN US09064X1019 AGENDA 933729076 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
NOVEMBER 19, 2012, BY AND AMONG
BIOMIMETIC THERAPEUTICS, INC., WRIGHT
MEDICAL GROUP, INC., ACHILLES MERGER
SUBSIDIARY, INC., A WHOLLY-OWNED
SUBSIDIARY OF WRIGHT MEDICAL GROUP,
INC., AND ACHILLES ACQUISITION
SUBSIDIARY, LLC., A WHOLLY-OWNED
SUBSIDIARY OF WRIGHT MEDICAL GROUP,
INC., AS IT MAY BE AMENDED.
2. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against
(NON-BINDING) BASIS, THE "GOLDEN
PARACHUTE" COMPENSATION PAYMENTS
THAT WILL OR MAY BE PAID BY BIOMIMETIC
THERAPEUTICS, INC. TO ITS NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER IDENTIFIED IN ITEM 1.
3. PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF THE
PROPOSAL IN ITEM 1.
TRAUSON HOLDINGS COMPANY LTD, CAYMAN ISLANDS
SECURITY G90137103 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 27-Feb-2013
ISIN KYG901371032 AGENDA 704265392 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting
ALLOWED TO VOTE 'IN FAVOR' OR
'AGAINST'-ONLY FOR RESOLUTION "1".
THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE Non-Voting
AND PROXY FORM ARE AVAILABLE BY
CLICKING-ON THE URL LINKS:-
http://www.hkexnews.hk/listedco/listconews/SEH
K/2013/0207/LTN20130207013.pdf-AND-
http://www.hkexnews.hk/listedco/listconews/SEH
K/2013/0207/LTN20130207011.pdf
1 To approve and confirm the Service Agreements Management For For
dated January 17, 2013 entered between Stryker
Singapore Pte Ltd and each of Mr. Qian Fu Qing
and Mr. Qian Xiao Jin, pursuant to which each of
Mr. Qian Fu Qing and Mr. Qian Xiao Jin will be
engaged as an independent service provider to
provide certain services to Stryker Corporation,
the Company and its subsidiaries for a period of
three years
TALISON LITHIUM LIMITED
SECURITY Q88128105 MEETING TYPE Special
TICKER SYMBOL TLTHF MEETING DATE 27-Feb-2013
ISIN AU000000TLH5 AGENDA 933730687 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 "THAT, PURSUANT TO AND IN ACCORDANCE Management For For
WITH THE PROVISIONS OF SECTION 411 OF
THE CORPORATIONS ACT, TALISON
SHAREHOLDERS APPROVE THE
ARRANGEMENT PROPOSED BETWEEN
TALISON LITHIUM LIMITED AND THE
HOLDERS OF ITS FULLY PAID ORDINARY
SHARES, DESIGNATED THE "SHARE
SCHEME". PLEASE REFER TO THE VOTING
INSTRUCTION FORM FOR A COMPLETE
DESCRIPTION OF THIS RESOLUTION.
ASTRAL MEDIA INC.
SECURITY 046346300 MEETING TYPE Annual
TICKER SYMBOL MEETING DATE 27-Feb-2013
ISIN CA0463463004 AGENDA 933731514 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 DIRECTOR Management
1 AUSTIN C. BEUTEL For For
2 PAUL A. BRONFMAN For For
3 ANDRE BUREAU For For
4 JACK L. COCKWELL For For
5 GEORGE A. COHON For For
6 PAUL V. GODFREY For For
7 IAN GREENBERG For For
8 SIDNEY GREENBERG For For
9 STEPHEN GREENBERG For For
10 SIDNEY M. HORN For For
11 MONIQUE JEROME-FORGET For For
12 TIMOTHY R. PRICE For For
13 PHYLLIS YAFFE For For
02 THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP, CHARTERED PROFESSIONAL
ACCOUNTANTS, MONTREAL, AS AUDITORS
OF THE CORPORATION.
ASTRAL MEDIA INC.
SECURITY 046346300 MEETING TYPE Annual
TICKER SYMBOL MEETING DATE 27-Feb-2013
ISIN CA0463463004 AGENDA 933732352 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 DIRECTOR Management
1 AUSTIN C. BEUTEL For For
2 PAUL A. BRONFMAN For For
3 ANDRE BUREAU For For
4 JACK L. COCKWELL For For
5 GEORGE A. COHON For For
6 PAUL V. GODFREY For For
7 IAN GREENBERG For For
8 SIDNEY GREENBERG For For
9 STEPHEN GREENBERG For For
10 SIDNEY M. HORN For For
11 MONIQUE JEROME-FORGET For For
12 TIMOTHY R. PRICE For For
13 PHYLLIS YAFFE For For
02 THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP, CHARTERED PROFESSIONAL
ACCOUNTANTS, MONTREAL, AS AUDITORS
OF THE CORPORATION.
METROPCS COMMUNICATIONS, INC.
SECURITY 591708102 MEETING TYPE Special
TICKER SYMBOL PCS MEETING DATE 01-Mar-2013
ISIN US5917081029 AGENDA 933738330 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO APPROVE THE STOCK ISSUANCE Management Against Against
PROPOSAL
2. TO APPROVE THE RECAPITALIZATION Management Against Against
PROPOSAL
3. TO APPROVE THE DECLASSIFICATION Management Against Against
PROPOSAL
4. TO APPROVE THE DEUTSCHE TELEKOM Management Against Against
DIRECTOR DESIGNATION PROPOSAL
5. TO APPROVE THE DIRECTOR REMOVAL Management Against Against
PROPOSAL
6. TO APPROVE THE DEUTSCHE TELEKOM Management Against Against
APPROVALS PROPOSAL
7. TO APPROVE THE CALLING OF Management Against Against
STOCKHOLDER MEETING PROPOSAL
8. TO APPROVE THE ACTION BY WRITTEN Management Against Against
CONSENT PROPOSAL
9. TO APPROVE THE BYLAW AMENDMENTS Management Against Against
PROPOSAL
10. TO APPROVE THE GOVERNING LAW AND Management Against Against
EXCLUSIVE FORUM PROPOSAL
11. TO APPROVE THE CHANGE IN CONTROL Management Against Against
PAYMENTS PROPOSAL
12. TO APPROVE THE ADJOURNMENT Management Against Against
PROPOSAL
ZIPCAR, INC.
SECURITY 98974X103 MEETING TYPE Special
TICKER SYMBOL ZIP MEETING DATE 07-Mar-2013
ISIN US98974X1037 AGENDA 933733380 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
DECEMBER 31, 2012, BY AND AMONG AVIS
BUDGET GROUP, INC., MILLENNIUM
ACQUISITION SUB, INC. AND ZIPCAR, INC.
(THE "COMPANY"), AS SUCH AGREEMENT
MAY BE AMENDED FROM TIME TO TIME.
2. PROPOSAL TO APPROVE, ON A NON- Management Abstain Against
BINDING, ADVISORY BASIS, CERTAIN
COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO THE COMPANY'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
3. PROPOSAL TO APPROVE THE Management For For
ADJOURNMENT OF THE SPECIAL MEETING,
IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE MEETING TO
ADOPT THE MERGER AGREEMENT.
URANIUM ONE INC.
SECURITY 91701P105 MEETING TYPE Special
TICKER SYMBOL SXRZF MEETING DATE 07-Mar-2013
ISIN CA91701P1053 AGENDA 933734483 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 TO APPROVE THE RESOLUTION ATTACHED Management For For
AS APPENDIX A TO THE MANAGEMENT
INFORMATION CIRCULAR OF URANIUM ONE
INC. DATED FEBRUARY 8, 2013, TO
APPROVE A PLAN OF ARRANGEMENT
PURSUANT TO SECTION 192 OF THE
CANADA BUSINESS CORPORATIONS ACT,
INVOLVING URANIUM ONE INC., JSC
ATOMREDMETZOLOTO AND EFFECTIVE
ENERGY N.V. AND THE SECURITYHOLDERS,
ALL AS MORE PARTICULARLY DESCRIBED IN
SAID MANAGEMENT INFORMATION
CIRCULAR.
EPOCRATES INC
SECURITY 29429D103 MEETING TYPE Special
TICKER SYMBOL EPOC MEETING DATE 11-Mar-2013
ISIN US29429D1037 AGENDA 933734281 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JANUARY 7, 2013,
BY AND AMONG ATHENAHEALTH, INC.,
ECHO MERGER SUB, INC., A DIRECT
WHOLLY-OWNED SUBSIDIARY OF
ATHENAHEALTH, INC., AND EPOCRATES,
INC. (THE "MERGER AGREEMENT").
2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
MERGER-RELATED COMPENSATION FOR
EPOCRATES' NAMED EXECUTIVE OFFICERS.
3. TO VOTE TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY, FOR THE
PURPOSE OF SOLICITING ADDITIONAL
PROXIES TO VOTE IN FAVOR OF ADOPTION
OF THE MERGER AGREEMENT.
SPARTECH CORPORATION
SECURITY 847220209 MEETING TYPE Special
TICKER SYMBOL SEH MEETING DATE 12-Mar-2013
ISIN US8472202097 AGENDA 933734077 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
OCTOBER 23, 2012, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG
POLYONE CORPORATION, SPARTECH
CORPORATION, 2012 REDHAWK, INC., AND
2012 REDHAWK, LLC.
2. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against
(NON-BINDING) BASIS, THE MERGER-
RELATED EXECUTIVE OFFICER
COMPENSATION PAYMENTS THAT WILL OR
MAY BE PAID BY SPARTECH CORPORATION
TO ITS NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
3. PROPOSAL TO APPROVE THE Management For For
ADJOURNMENT OF THE SPECIAL MEETING,
IF NECESSARY TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT
VOTES TO ADOPT THE MERGER
AGREEMENT AT THE TIME OF THE SPECIAL
MEETING.
INTERMEC, INC.
SECURITY 458786100 MEETING TYPE Special
TICKER SYMBOL IN MEETING DATE 19-Mar-2013
ISIN US4587861000 AGENDA 933734762 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO CONSIDER AND VOTE UPON A Management For For
PROPOSAL TO ADOPT THE AGREEMENT
AND PLAN OF MERGER, DATED AS OF
DECEMBER 9, 2012 (AS IT MAY BE AMENDED
FROM TIME TO TIME, THE "MERGER
AGREEMENT"), BY AND AMONG INTERMEC,
INC., HONEYWELL INTERNATIONAL INC.,
AND HAWKEYE MERGER SUB CORP., A
WHOLLY OWNED SUBSIDIARY OF
HONEYWELL INTERNATIONAL INC.
2. TO CONSIDER AND VOTE UPON ANY Management For For
PROPOSAL TO ADJOURN THE SPECIAL
MEETING, IF DETERMINED NECESSARY BY
INTERMEC, INC., TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE MERGER
AGREEMENT.
3. TO CONSIDER AND VOTE ON A PROPOSAL Management For For
TO APPROVE, ON AN ADVISORY (NON-
BINDING) BASIS, THE "GOLDEN PARACHUTE"
COMPENSATION PAYMENTS THAT WILL OR
MAY BE PAID BY INTERMEC, INC. TO ITS
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
EPOCH HOLDING CORPORATION
SECURITY 29428R103 MEETING TYPE Special
TICKER SYMBOL EPHC MEETING DATE 26-Mar-2013
ISIN US29428R1032 AGENDA 933737895 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER (THE "MERGER AGREEMENT"), BY
AND BETWEEN EPOCH HOLDING
CORPORATION ("EPOCH"), THE TORONTO-
DOMINION BANK ("TD") AND EMPIRE
MERGER SUB, INC. ("MERGER SUB"), WHICH
PROVIDES FOR THE MERGER OF MERGER
SUB, A WHOLLY OWNED SUBSIDIARY OF TD,
WITH AND INTO EPOCH, WITH EPOCH
CONTINUING AS THE SURVIVING
CORPORATION ("MERGER").
2. TO APPROVE, IN A NON-BINDING ADVISORY Management Abstain Against
VOTE, CERTAIN COMPENSATION THAT MAY
BE PAID OR BECOME PAYABLE TO EPOCH'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE CONSUMMATION
OF THE MERGER.
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE IN THE VIEW OF THE EPOCH
BOARD OF DIRECTORS, TO PERMIT
FURTHER SOLICITATION OF PROXIES IF
THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO ADOPT
THE MERGER AGREEMENT.
JUPITER TELECOMMUNICATIONS CO.,LTD.
SECURITY J28710101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 27-Mar-2013
ISIN JP3392750000 AGENDA 704317937 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 Approve Appropriation of Surplus Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
3 Appoint a Corporate Auditor Management For For
ACME PACKET, INC.
SECURITY 004764106 MEETING TYPE Special
TICKER SYMBOL APKT MEETING DATE 28-Mar-2013
ISIN US0047641065 AGENDA 933739205 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER AMONG ACME PACKET, INC.,
("ACME PACKET"), OC ACQUISITION LLC
("PARENT"), A DELAWARE LIMITED LIABILITY
COMPANY AND WHOLLY OWNED
SUBSIDIARY OF ORACLE CORPORATION
("ORACLE"), ANDES ACQUISITION
CORPORATION, AND ORACLE, SOLELY WITH
RESPECT TO CERTAIN OBLIGATIONS SET
FORTH THEREIN, AS IT MAY BE AMENDED
FROM TIME TO TIME.
2. A PROPOSAL TO APPROVE, ON A NON- Management Abstain Against
BINDING, ADVISORY BASIS, THE
COMPENSATION THAT MAY BECOME
PAYABLE TO ACME PACKET'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE COMPLETION OF THE MERGER.
3. A PROPOSAL TO APPROVE ONE OR MORE Management For For
ADJOURNMENTS OR POSTPONEMENTS OF
THE SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF ACME
PACKET HAS NOT OBTAINED SUFFICIENT
AFFIRMATIVE STOCKHOLDER VOTES TO
ADOPT THE MERGER AGREEMENT.
TNT EXPRESS NV, AMSTERDAM
SECURITY N8726Y106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 10-Apr-2013
ISIN NL0009739424 AGENDA 704284114 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 Open meeting and receive announcements Non-Voting
2 Presentation by Bernard Bot, CEO AD Interim Non-Voting
3 Receive report of management board and Non-Voting
supervisory board
4 Discussion on company's corporate governance Non-Voting
structure
5 Adopt financial statements and statutory reports Management For For
6.A Receive explanation on company's reserves and Non-Voting
dividend policy
6.B Approve dividends of EUR 0.03 per share Management For For
7 Approve discharge of management board Management For For
8 Approve discharge of supervisory board Management For For
9 Elect Louis Willem (Tex) Gunning to executive Management For For
board
10.A Re-elect Shemaya Levy to supervisory board Management For For
10.B Re-elect Margot Scheltema to supervisory board Management For For
10.C Elect Sjoerd Vollebregt to supervisory board Management For For
11 Extension of the designation of the Executive Management Against Against
Board as authorised body to issue ordinary
shares
12 Extension of the designation of the Executive Management Against Against
Board as authorised body to limit or exclude the
pre-emptive right upon the issue of ordinary
shares
13 Authorisation of the Executive Board to have the Management For For
company acquire its own shares
14 Allow questions Non-Voting
15 Close meeting Non-Voting
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO CHANGE IN TEXT OF RESOLUTIONS
9, 11-TO 13. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN
THIS PROX-Y FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
METALS USA HOLDINGS CORP.
SECURITY 59132A104 MEETING TYPE Special
TICKER SYMBOL MUSA MEETING DATE 10-Apr-2013
ISIN US59132A1043 AGENDA 933748076 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF FEBRUARY 6, 2013,
BY AND AMONG RELIANCE STEEL &
ALUMINUM CO. ("RELIANCE"), METALS USA
HOLDINGS CORP. ("METALS USA") AND
RSAC ACQUISITION CORP., A WHOLLY-
OWNED SUBSIDIARY OF RELIANCE (AS IT
MAY BE AMENDED FROM TIME TO TIME, THE
"MERGER AGREEMENT"), ALL AS MORE
FULLY DESCRIBED IN THE PROXY
STATEMENT.
2. TO APPROVE AN ADVISORY, NON-BINDING Management Abstain Against
PROPOSAL REGARDING THE
COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO METALS USA'S
NAMED EXECUTIVE OFFICERS THAT IS
BASED ON OR OTHERWISE RELATES TO
THE MERGER.
3. TO APPROVE ONE OR MORE Management For For
ADJOURNMENTS OR POSTPONEMENTS OF
THE SPECIAL MEETING TO A LATER DATE
OR TIME, IF NECESSARY OR APPROPRIATE,
INCLUDING ADJOURNMENTS TO PERMIT
FURTHER SOLICITATION OF PROXIES IN
FAVOR OF THE PROPOSAL TO ADOPT THE
MERGER AGREEMENT.
PERVASIVE SOFTWARE INC.
SECURITY 715710109 MEETING TYPE Special
TICKER SYMBOL PVSW MEETING DATE 10-Apr-2013
ISIN US7157101095 AGENDA 933762470 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER (THE "MERGER AGREEMENT"),
DATED AS OF JANUARY 28, 2013, BY AND
AMONG ACTIAN CORPORATION, A
DELAWARE CORPORATION ("PARENT"),
ACTIAN SUB II, INC., A DELAWARE
CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF PARENT ("MERGER SUB"),
AND PERVASIVE SOFTWARE INC., A
DELAWARE CORPORATION (THE
"COMPANY"), AS IT MAY BE AMENDED FROM
TIME TO TIME.
2. A PROPOSAL TO APPROVE THE Management For For
ADJOURNMENT OF THE SPECIAL MEETING
(THE "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 MERGER
AGREEMENT.
SMITH & NEPHEW PLC
SECURITY G82343164 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 11-Apr-2013
ISIN GB0009223206 AGENDA 704294254 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 To receive and adopt the audited accounts Management For For
2 To approve the Directors Remuneration Report Management For For
3 To declare a final dividend Management For For
4 To re-elect Ian Barlow as a Director Management For For
5 To re-elect Olivier Bohuon as a Director Management For For
6 To re-elect The Rt Hon Baroness Bottomley of Management For For
Nettlestone DL as a Director
7 To re-elect Julie Brown as a Director Management For For
8 To re-elect Sir John Buchanan as a Director Management For For
9 To re-elect Richard De Schutter as a Director Management For For
10 To re-elect Michael Friedman as a Director Management For For
11 To re-elect Dr Pamela Kirby as a Director Management For For
12 To re-elect Brian Larcombe as a Director Management For For
13 To re-elect Joseph Papa as a Director Management For For
14 To re-elect Ajay Piramal as a Director Management For For
15 To re-appoint the auditors Management For For
16 To authorise the Directors to determine the Management For For
remuneration of the auditors
17 To renew the Directors authority to allot shares Management For For
18 To renew the Directors authority for the Management Against Against
disapplication of the pre-emption rights
19 To renew the Directors limited authority to make Management For For
market purchases of the Company's own shares
20 To authorise general meetings to be held on 14 Management For For
clear days notice
COPEINCA ASA
SECURITY R15888119 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 12-Apr-2013
ISIN NO0010352412 AGENDA 704321912 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT THIS IS AN Non-Voting
AMENDMENT TO MEETING ID 166870 DUE TO
POSTPONEMENT-OF THE MEETING DATE
FROM 19 MARCH 2013 TO 12 APRIL 2013 AND
CHANGE IN TEXT OF-RESOLUTION 7. ALL
VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED-AND YOU
WILL NEED TO REINSTRUCT ON THIS
MEETING NOTICE. THANK YOU.
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL 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 IMPORTANT MARKET PROCESSING Non-Voting
REQUIREMENT: A 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 SHARES HELD IN AN OMNIBUS/NOMINEE Non-Voting
ACCOUNT NEED TO BE RE-REGISTERED IN
THE BENE-FICIAL OWNERS NAME TO BE
ALLOWED TO VOTE AT MEETINGS. SHARES
WILL BE TEMPORARI-LY TRANSFERRED TO
A SEPARATE ACCOUNT IN THE BENEFICIAL
OWNER'S NAME ON THE PRO-XY DEADLINE
AND TRANSFERRED BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE DAY
AFTER-THE MEETING.
CMMT BLOCKING SHOULD ALWAYS BE APPLIED, Non-Voting
RECORD DATE OR NOT.
1 Election of Chairperson of the meeting Management No Action
2 Approval of the Notice and Agenda for the Management No Action
General Meeting
3 Election of one person to co-sign the Minutes Management No Action
4 Approval of the Annual Accounts and Annual Management No Action
Report for the financial year 2012 including
distribution of dividends: NOK 208,260,000 (NOK
3.56 per share)
5 Statement on corporate governance in Non-Voting
accordance with the Accounting Act Sectio-n 3-
3b
6 Approval of auditor's fee: The Board of Directors Management No Action
proposes that the Annual General Meeting
approves the Auditor's fee in the amount of USD
380,600 (approximately NOK 2,085,098)
7 Approval of the remuneration of the members of Management No Action
the Board of Directors
8 The Board of Directors' statement on Management No Action
remuneration of the Management of the
Company
9 Board of Directors. The Board proposes that the Management No Action
following persons be elected as the new Board of
Directors for the period 2013-2015: Mr. Samuel
Dyer Coriat, Chairman; Mr. Kristjan Th.
Davidsson, Deputy Chairman; Mr. Samuel Dyer
Ampudia, Member; Mrs. Mimi K. Berdal, Member;
Mrs. Marianne Johnsen, Member; Mr. Ivan Orlic
Ticeran, Member; Mrs. Sheyla Dyer Coriat,
Member; Mr. William Dyer Osorio, Member
10 Nominations Committee: Luis Felipe Arizmendi Management No Action
(Chairman), Samuel Dyer Ampudia, Helge
Midttun
11 General authorization to increase the Company's Management No Action
share capital
12 Authorization to purchase Copeinca ASA shares Management No Action
ARBITRON INC.
SECURITY 03875Q108 MEETING TYPE Special
TICKER SYMBOL ARB MEETING DATE 16-Apr-2013
ISIN US03875Q1085 AGENDA 933752924 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. ADOPTION OF THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF DECEMBER 17,
2012, BY AND AMONG ARBITRON INC.,
NIELSEN HOLDINGS N.V. AND TNC SUB I
CORPORATION, AS AMENDED BY
AMENDMENT NO. 1 TO THE AGREEMENT
AND PLAN OF MERGER, DATED AS OF
JANUARY 25, 2013, AS SUCH AGREEMENT
MAY BE FURTHER AMENDED FROM TIME TO
TIME.
2. APPROVAL OF 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 MERGER
AGREEMENT.
3. APPROVAL, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS OF THE "GOLDEN
PARACHUTE" COMPENSATION
ARRANGEMENTS THAT MAY BE PAID OR
BECOME PAYABLE TO OUR NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER AND THE AGREEMENTS
AND UNDERSTANDINGS PURSUANT TO
WHICH SUCH COMPENSATION MAY BE PAID
OR BECOME PAYABLE.
GRUPO MODELO SAB DE CV
SECURITY P4833F104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 18-Apr-2013
ISIN MXP4833F1044 AGENDA 704351232 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT ONLY MEXICAN Non-Voting
NATIONALS MAY PARTICIPATE IN THIS
MEETING-THEREFORE THESE SHARES
HAVE NO VOTING RIGHTS
I Board of director's reports regarding the fiscal Non-Voting
year ended on December 31,-2012, in terms of
article 28 section IV of the securities market law
and-other related governing regulations.
Resolutions in such regard
II Report regarding the situation of the fund Non-Voting
destined for repurchase own-shares, and
proposal, and approval if applicable, of the
maximum amount of-funds that may be used for
repurchase of own shares during the fiscal year-
2013. Resolutions in such regard
III Compensation for the members of the boards of Non-Voting
directors, and alternate, as-well as secretary and
pro-secretary of the company. Resolutions
thereto
IV Appointment or ratification, as the case may be, Non-Voting
of members of the board of-directors proprietary
as well as the secretary and alternate secretary
of the-company. Resolutions thereto
V Appointment or ratification, as the case may be, Non-Voting
of the members of the-executive committee of the
company. Resolutions in such
VI Appointment or ratification, as the case may be, Non-Voting
of the presidents of the-audit, corporate practices
and finances committees of the company
committees-of the company
VII Appointment of special delegates to carry out the Non-Voting
resolution adopted by the-meeting, and, if
applicable, to formalize them as required
HUDSON CITY BANCORP, INC.
SECURITY 443683107 MEETING TYPE Special
TICKER SYMBOL HCBK MEETING DATE 18-Apr-2013
ISIN US4436831071 AGENDA 933738467 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. THE ADOPTION OF THE AGREEMENT AND Management For For
PLAN OF MERGER, DATED AS OF AUGUST
27, 2012 (THE "MERGER AGREEMENT"), BY
AND AMONG M&T BANK CORPORATION,
HUDSON CITY BANCORP, INC. AND
WILMINGTON TRUST CORPORATION (THE
"MERGER" PROPOSAL).
2. THE APPROVAL, ON A NON-BINDING, Management Abstain Against
ADVISORY BASIS, OF THE COMPENSATION
TO BE PAID TO HUDSON CITY BANCORP
INC.'S NAMED EXECUTIVE OFFICERS THAT
IS BASED ON OR OTHERWISE RELATES TO
THE MERGER PURSUANT TO THE MERGER
AGREEMENT (THE "MERGER-RELATED
NAMED EXECUTIVE OFFICER
COMPENSATION" PROPOSAL).
3. THE APPROVAL OF ONE OR MORE Management For For
ADJOURNMENTS OF THE HUDSON CITY
BANCORP, INC. SPECIAL MEETING, IF
NECESSARY OR APPROPRIATE, INCLUDING
ADJOURNMENTS TO PERMIT FURTHER
SOLICITATION OF PROXIES IN FAVOR OF
THE ADOPTION OF THE MERGER
AGREEMENT (THE "HUDSON CITY
ADJOURNMENT" PROPOSAL).
ENDESA SA, MADRID
SECURITY E41222113 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 22-Apr-2013
ISIN ES0130670112 AGENDA 704337434 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 Approval annual accounts, for both the company Management For For
and its consolidated group
2 Approval management report Management For For
3 Approval social management Management For For
4 Approval application of results Management For For
5 Re-election of D. Fulvio Conti Management For For
6 Re-election D. Gianluca Comin Management For For
7 Re-election D. Alejandro Echevarria Management For For
8 Re-election D. Miguel Roca Junyent Management For For
9 Annual report remuneration for counselors Management For For
10 Delegation of powers Management For For
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO CHANGE IN RECORD DATE FROM 18
APR 2-013 TO 15 APR 2013. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT RETU-RN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THAN-K YOU.
PARMALAT SPA, COLLECCHIO
SECURITY T7S73M107 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 22-Apr-2013
ISIN IT0003826473 AGENDA 704370864 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT THE ITALIAN Non-Voting
LANGUAGE AGENDA IS AVAILABLE BY
CLICKING ON THE U-RL LINK:
https://materials.proxyvote.com/Approved/99999
Z/19840101/NPS_158820.P-DF
O.1 Approval of the statement of financial position, Management Abstain Against
income statement and accompanying notes at 31
December, 2012, and the related report on
operations. Motion for the appropriation of the
year's net profit. Review of the report of the board
of statutory auditors. Pertinent and related
resolutions
O.2 Approval of the compensation policy, for the Management Abstain Against
purposes of article 123 ter. paragraph 6, of the
uniform financial code and the 2013 to 2015
three year cash incentive plan for the top
management of Parmalat Group. Integration of
the compensation of the board of directors.
Pertinent and related resolutions
O.3 Award of the assignment pursuant to article 13 of Management For For
legislative decree no. 39 2010. Pertinent and
related resolutions
O.4 Election of two statutory auditors pursuant to Management For For
article 2401 of the Italian civil code and election
of the chairman of the board of statutory auditors.
Pertinent and related resolutions
E.1 Amendments to articles 8, 9, 10, 11, 12, 13, 17, Management For For
18, 21 and abolition of article 31 of the bylaws.
Pertinent and related resolutions
DUFF & PHELPS CORPORATION
SECURITY 26433B107 MEETING TYPE Special
TICKER SYMBOL DUF MEETING DATE 22-Apr-2013
ISIN US26433B1070 AGENDA 933757796 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER DATED AS OF DECEMBER 30, 2012
AMONG DUFF & PHELPS CORPORATION,
DUFF & PHELPS ACQUISITIONS, LLC,
DAKOTA HOLDING CORPORATION, DAKOTA
ACQUISITIONS I, INC AND DAKOTA
ACQUISITIONS II, LLC.
2 TO CAST AN ADVISORY (NON-BINDING) Management Abstain Against
VOTE TO APPROVE CERTAIN AGREEMENTS
OR UNDERSTANDINGS WITH, AND ITEMS OF
COMPENSATION PAYABLE TO CERTAIN
DUFF & PHELPS NAMED EXECUTIVE
OFFICERS THAT ARE BASED ON OR
OTHERWISE RELATED TO THE MERGER.
3 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 ADOPT THE MERGER
AGREEMENT.
BEAM INC.
SECURITY 073730103 MEETING TYPE Annual
TICKER SYMBOL BEAM MEETING DATE 23-Apr-2013
ISIN US0737301038 AGENDA 933741072 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: RICHARD A. Management For For
GOLDSTEIN
1B. ELECTION OF DIRECTOR: STEPHEN W. Management For For
GOLSBY
1C. ELECTION OF DIRECTOR: ANN F. HACKETT Management For For
1D. ELECTION OF DIRECTOR: A.D. DAVID Management For For
MACKAY
1E. ELECTION OF DIRECTOR: GRETCHEN W. Management For For
PRICE
1F. ELECTION OF DIRECTOR: MATTHEW J. Management For For
SHATTOCK
1G. ELECTION OF DIRECTOR: ROBERT A. Management For For
STEELE
1H. ELECTION OF DIRECTOR: PETER M. WILSON Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
SEACUBE CONTAINER LEASING LTD.
SECURITY G79978105 MEETING TYPE Special
TICKER SYMBOL BOX MEETING DATE 23-Apr-2013
ISIN BMG799781056 AGENDA 933760262 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO APPROVE AND ADOPT THE AGREEMENT Management For For
AND PLAN OF AMALGAMATION, DATED AS
OF JANUARY 18, 2013, BY AND AMONG
2357575 ONTARIO LIMITED, THE COMPANY
AND SC ACQUISITIONCO LTD., A
SUBSIDIARY OF 2357575 ONTARIO LIMITED
AND TO APPROVE THE AMALGAMATION OF
THE COMPANY AND SC ACQUISITIONCO
LTD. (THE "AMALGAMATION").
2. TO APPROVE AN ADJOURNMENT OF Management For For
MEETING, IF NECESSARY OR APPROPRIATE
IN THE VIEW OF BOARD, TO SOLICIT
ADDITIONAL PROXIES IN FAVOR OF THE
PROPOSAL TO APPROVE AND ADOPT
AMALGAMATION AGREEMENT AND TO
APPROVE AMALGAMATION IF THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF
SUCH ADJOURNMENT TO APPROVE AND
ADOPT AMALGAMATION AGREEMENT AND
TO APPROVE AMALGAMATION.
3. TO APPROVE, ON A NON-BINDING, Management Abstain Against
ADVISORY BASIS, CERTAIN COMPENSATION
THAT WILL OR MAY BECOME PAYABLE TO
THE COMPANY'S NAMED EXECUTIVE
OFFICERS THAT IS BASED ON OR
OTHERWISE RELATES TO THE
AMALGAMATION.
TELENET GROUP HOLDING NV, MECHELEN
SECURITY B89957110 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 24-Apr-2013
ISIN BE0003826436 AGENDA 704372971 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT IMPORTANT MARKET PROCESSING Non-Voting
REQUIREMENT: A BENEFICIAL OWNER
SIGNED POWER OF AT-TORNEY (POA) MAY
BE REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUC-TIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE REJE-
CTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTA-TIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL 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
A.1 Reports on the statutory financial statements Non-Voting
A.2 Communication and approval of the statutory Management No Action
financial statements
A.3 Reports on the consolidated financial statements Non-Voting
A.4 Communication of and discussion on the Management No Action
remuneration report
A.5 Communication of and discussion on the Non-Voting
consolidated financial statements
A.6.A Discharge from liability to the director: Frank Management No Action
Donck
A.6.B Discharge from liability to the director: Duco Management No Action
Sickinghe
A.6.C Discharge from liability to the director: Alex Management No Action
Brabers
A.6.D Discharge from liability to the director: Andre Management No Action
Sarens
A.6.E Discharge from liability to the director: De Wilde Management No Action
J. Management BVBA (Julien De Wilde)
A.6.F Discharge from liability to the director: Friso van Management No Action
Oranje-Nassau
A.6.G Discharge from liability to the director: Cytifinance Management No Action
NV (Michel Delloye)
A.6.H Discharge from liability to the director: Cytindus Management No Action
NV (Michel Delloye)
A.6.I Discharge from liability to the director: Charles Management No Action
Bracken
A.6.J Discharge from liability to the director: Jim Ryan Management No Action
A.6.K Discharge from liability to the director: Ruth Pirie Management No Action
A.6.L Discharge from liability to the director: Niall Management No Action
Curran
A.6.M Discharge from liability to the director: Diederik Management No Action
Karsten
A.6.N Discharge from liability to the director: Manuel Management No Action
Kohnstamm
A.6.O Discharge from liability to the director: Balan Nair Management No Action
A.6.P Discharge from liability to the director: Angela Management No Action
McMullen
A.7 Discharge from liability to the statutory auditor Management No Action
A.8 Resignation and appointment of directors: Management No Action
Appointment, upon recommendation by the board
of directors, based on the advice of the
remuneration & nomination committee of the
board of directors of the company, of Mr. John
Porter as director of the company, for a term of 4
years, with immediate effect and until the closing
of the annual general shareholders' meeting of
2017
A.9 Remuneration of directors Management No Action
A.10 Approvals in relation to future performance share Management No Action
plans, stock option plans and warrant plans
issued by the board of directors
E.1 Amendment to warrants as a result of the Management No Action
extraordinary dividend payment
FIRST NIAGARA FINANCIAL GROUP, INC.
SECURITY 33582V108 MEETING TYPE Annual
TICKER SYMBOL FNFG MEETING DATE 24-Apr-2013
ISIN US33582V1089 AGENDA 933746301 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 ROXANNE J. COADY For For
2 CARL A. FLORIO For For
3 NATHANIEL D. WOODSON For For
4 CARLTON L. HIGHSMITH For For
5 N/A For For
6 GEORGE M. PHILIP For For
2. AN ADVISORY (NON-BINDING) VOTE TO Management Abstain Against
APPROVE OUR EXECUTIVE COMPENSATION
PROGRAMS AND POLICIES AS DESCRIBED
IN THIS PROXY STATEMENT
3. THE RATIFICATION OF THE APPOINTMENT Management For For
OF KPMG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2013
METROPCS COMMUNICATIONS, INC.
SECURITY 591708102 MEETING TYPE Contested-Special
TICKER SYMBOL PCS MEETING DATE 24-Apr-2013
ISIN US5917081029 AGENDA 933748204 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO APPROVE THE STOCK ISSUANCE Management For For
PROPOSAL
2. TO APPROVE THE RECAPITALIZATION Management For For
PROPOSAL
3. TO APPROVE THE DECLASSIFICATION Management For For
PROPOSAL
4. TO APPROVE THE DEUTSCHE TELEKOM Management For For
DIRECTOR DESIGNATION PROPOSAL
5. TO APPROVE THE DIRECTOR REMOVAL Management For For
PROPOSAL
6. TO APPROVE THE DEUTSCHE TELEKOM Management For For
APPROVALS PROPOSAL
7. TO APPROVE THE CALLING OF Management For For
STOCKHOLDER MEETING PROPOSAL
8. TO APPROVE THE ACTION BY WRITTEN Management For For
CONSENT PROPOSAL
9. TO APPROVE THE BYLAW AMENDMENTS Management For For
PROPOSAL
10. TO APPROVE THE GOVERNING LAW AND Management For For
EXCLUSIVE FORUM PROPOSAL
11. TO APPROVE THE CHANGE IN CONTROL Management Abstain Against
PAYMENTS PROPOSAL
12. TO APPROVE THE ADJOURNMENT Management For For
PROPOSAL
WALTER ENERGY, INC.
SECURITY 93317Q105 MEETING TYPE Contested-Annual
TICKER SYMBOL WLT MEETING DATE 25-Apr-2013
ISIN US93317Q1058 AGENDA 933743735 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 DIRECTOR Management
1 DAVID R. BEATTY O.B.E. For For
2 MARY R. HENDERSON For For
3 JERRY W. KOLB For For
4 PATRICK A. KRIEGSHAUSER For For
5 JOSEPH B. LEONARD For For
6 GRAHAM MASCALL For For
7 BERNARD G. RETHORE For For
8 WALTER J. SCHELLER, III For For
9 MICHAEL T. TOKARZ For For
10 A. J. WAGNER For For
2 TO APPROVE, IN A NON-BINDING, ADVISORY Management Abstain Against
VOTE, THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
3 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2013.
NRG ENERGY, INC.
SECURITY 629377508 MEETING TYPE Annual
TICKER SYMBOL NRG MEETING DATE 25-Apr-2013
ISIN US6293775085 AGENDA 933746589 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1A ELECTION OF DIRECTOR: KIRBYJON H. Management For For
CALDWELL
1B ELECTION OF DIRECTOR: DAVID CRANE Management For For
1C ELECTION OF DIRECTOR: KATHLEEN A. Management For For
MCGINTY
1D ELECTION OF DIRECTOR: EVAN J. Management For For
SILVERSTEIN
1E ELECTION OF DIRECTOR: THOMAS H. Management For For
WEIDEMEYER
2 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
3 TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2013.
NYSE EURONEXT
SECURITY 629491101 MEETING TYPE Annual
TICKER SYMBOL NYX MEETING DATE 25-Apr-2013
ISIN US6294911010 AGENDA 933756718 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: ANDRE BERGEN Management For For
1B. ELECTION OF DIRECTOR: ELLYN L. BROWN Management For For
1C. ELECTION OF DIRECTOR: MARSHALL N. Management For For
CARTER
1D. ELECTION OF DIRECTOR: DOMINIQUE Management For For
CERUTTI
1E. ELECTION OF DIRECTOR: SIR GEORGE COX Management For For
1F. ELECTION OF DIRECTOR: SYLVAIN HEFES Management For For
1G. ELECTION OF DIRECTOR: JAN-MICHIEL Management For For
HESSELS
1H. ELECTION OF DIRECTOR: LAWRENCE E. Management For For
LEIBOWITZ
1I. ELECTION OF DIRECTOR: DUNCAN M. Management For For
MCFARLAND
1J. ELECTION OF DIRECTOR: JAMES J. Management For For
MCNULTY
1K. ELECTION OF DIRECTOR: DUNCAN L. Management For For
NIEDERAUER
1L. ELECTION OF DIRECTOR: LUIS MARIA VIANA Management For For
PALHA DA SILVA
1M. ELECTION OF DIRECTOR: ROBERT G. SCOTT Management For For
1N. ELECTION OF DIRECTOR: JACKSON P. TAI Management For For
1O. ELECTION OF DIRECTOR: RIJNHARD VAN Management For For
TETS
1P. ELECTION OF DIRECTOR: SIR BRIAN Management For For
WILLIAMSON
2. TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR OUR FISCAL
YEAR ENDING DECEMBER 31, 2013.
3. ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPANY'S EXECUTIVE COMPENSATION
(THE "SAY-ON-PAY" PROPOSAL).
4. TO APPROVE THE AMENDED AND Management For For
RESTATED NYSE EURONEXT OMNIBUS
INCENTIVE PLAN.
5. TO REAPPROVE THE PERFORMANCE GOALS Management For For
UNDER THE NYSE EURONEXT OMNIBUS
INCENTIVE PLAN.
6. TO AMEND CERTAIN PROVISIONS IN OUR Management For For
CHARTER TO ALLOW STOCKHOLDERS TO
CALL SPECIAL MEETINGS.
7. TO AMEND CERTAIN PROVISIONS IN OUR Management For For
CHARTER TO ALLOW STOCKHOLDERS TO
ACT BY WRITTEN CONSENT.
ATLAS ENERGY L P
SECURITY 04930A104 MEETING TYPE Annual
TICKER SYMBOL ATLS MEETING DATE 25-Apr-2013
ISIN US04930A1043 AGENDA 933763927 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 CARLTON M. ARRENDELL For For
2 MARK C. BIDERMAN For For
3 JONATHAN Z. COHEN For For
2. APPROVAL OF THE COMPENSATION OF OUR Management Abstain Against
NAMED EXECUTIVE OFFICERS AS
DISCLOSED PURSUANT TO THE
COMPENSATION DISCLOSURE RULES OF
THE SEC, INCLUDING THE COMPENSATION
DISCUSSION AND ANALYSIS,
COMPENSATION TABLES AND NARRATIVE
DISCUSSION.
3. RATIFICATION OF THE SELECTION OF Management For For
GRANT THORNTON LLP AS THE
PARTNERSHIP'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM TO
CONDUCT THE ANNUAL AUDIT OF THE
FINANCIAL STATEMENTS FOR THE FISCAL
YEAR 2013.
AMERISTAR CASINOS, INC.
SECURITY 03070Q101 MEETING TYPE Special
TICKER SYMBOL ASCA MEETING DATE 25-Apr-2013
ISIN US03070Q1013 AGENDA 933764347 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. PROPOSAL TO APPROVE THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
DECEMBER 20, 2012, AS AMENDED BY A
FIRST AND SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
("MERGER AGREEMENT"), BY AND AMONG
PINNACLE ENTERTAINMENT, INC., PNK
HOLDINGS, INC., PNK DEVELOPMENT 32,
INC., AND AMERISTAR CASINOS, INC.
2. PROPOSAL TO CONSIDER AND VOTE ON A Management Abstain Against
NONBINDING, ADVISORY PROPOSAL TO
APPROVE THE COMPENSATION THAT MAY
BECOME PAYABLE TO THE COMPANY'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE COMPLETION OF
THE MERGER.
3. PROPOSAL TO APPROVE THE Management For For
ADJOURNMENT OR POSTPONEMENT OF
THE SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, FOR, AMONG OTHER
REASONS, THE SOLICITATION OF
ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE THE
MERGER AGREEMENT.
K-SWISS INC.
SECURITY 482686102 MEETING TYPE Special
TICKER SYMBOL KSWS MEETING DATE 26-Apr-2013
ISIN US4826861027 AGENDA 933752974 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT AND APPROVE THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
JANUARY 16, 2013, AS IT MAY BE AMENDED
FROM TIME TO TIME, AMONG E-LAND
WORLD LIMITED, IAN ACQUISITION SUB,
INC., AND K-SWISS INC., ALL AS MORE
FULLY DESCRIBED IN THE PROXY
STATEMENT.
2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, CERTAIN COMPENSATION
ARRANGEMENTS FOR K-SWISS INC.'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER
CONTEMPLATED BY THE AGREEMENT AND
PLAN OF MERGER.
3. TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING,
IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO ADOPT AND
APPROVE THE AGREEMENT AND PLAN OF
MERGER OR IF A QUORUM IS NOT PRESENT
AT THE SPECIAL MEETING.
MYERS INDUSTRIES, INC.
SECURITY 628464109 MEETING TYPE Contested-Annual
TICKER SYMBOL MYE MEETING DATE 26-Apr-2013
ISIN US6284641098 AGENDA 933793235 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 VINCENT C. BYRD For For
2 SARAH R. COFFIN For For
3 JOHN B. CROWE For For
4 WILLIAM A. FOLEY For For
5 ROBERT B. HEISLER, JR. For For
6 RICHARD P. JOHNSTON For For
7 EDWARD W. KISSEL For For
8 JOHN C. ORR For For
9 ROBERT A. STEFANKO For For
10 DANIEL R. LEE For For
2. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2013.
3. TO CAST A NON-BINDING ADVISORY VOTE Management Abstain Against
TO APPROVE EXECUTIVE COMPENSATION.
4. TO APPROVE THE ADOPTION OF THE Management Against Against
PERFORMANCE BONUS PLAN OF MYERS
INDUSTRIES, INC.
HOGANAS AB, HOGANAS
SECURITY W4175J146 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Apr-2013
ISIN SE0000232175 AGENDA 704351321 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT THIS IS AN Non-Voting
AMENDMENT TO MEETING ID 151802 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 Non-Voting
REQUIREMENT: A 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 Non-Voting
BENEFICIAL 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 Non-Voting
CUSTODIANS IN SWEDEN ACCEPT ABSTAIN
AS A VALID VO-TE OPTION. THANK YOU
1 Opening the AGM and election of the Chairman Non-Voting
of the AGM : Attorney Ragnar Lind-qvist
2 Preparing and approving the Voting List Non-Voting
3 Approval of the AGENDA Non-Voting
4 Appointment of two people to verify the minutes Non-Voting
5 Consideration of whether the AGM has been duly Non-Voting
convened
6 Submission of the Annual Report and Audit Non-Voting
Report, and the Consolidated Financi-al
Statements and Consolidated Audit Report,
including statements from the Chi-ef Executive
Officer and a statement on the activities of the
Board and the Bo-ard's Committees
7A Resolution on: Adoption of the Income Statement Management For For
and Balance Sheet and the Consolidated Income
Statement and Consolidated Balance Sheet
7B Resolution on: Appropriation of the company's Management For For
profits pursuant to the adopted Balance Sheet
and the record date for dividend distribution: The
Board of Directors proposes a dividend of SEK
10 per share for the financial year 2012, with
Friday 3 May 2013 as the record date. If the AGM
resolves pursuant to the proposal, dividends will
be scheduled for disbursement from Euroclear
Sweden AB on Wednesday 8 May 2013
7C Resolution on: Discharge of the Board members Management For For
and Chief Executive Officer from liability
8 Establishment of the number of Board members : Management For For
The number of Board members will be seven,
with no deputies
9 Establishment of Directors' fees Management For For
10 Re-election of the following Board members Management For For
Anders G Carlberg, Alrik Danielson, Peter
Gossas, Urban Jansson, Jenny Linden Urnes,
Bjorn Rosengren and Erik Urnes; Re-election of
Anders G Carlberg as Chairman of the Board
11 Establishment of the number of auditors Management For For
12 Establishment of auditors' fees Management For For
13 Re-election of the registered auditing company Management For For
KPMG AB as auditors for the period until the end
of the Annual General Meeting 2014
14 Proposal regarding the Election Committee Management For For
15 Proposal regarding the guidelines for Management For For
remunerating the corporate Management
16 Proposal regarding transfer of class B treasury Management For For
shares due to the employee stock option plan
2009
17 Closing of the AGM Non-Voting
AMIL PARTICIPACOES SA
SECURITY P0R997100 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Apr-2013
ISIN BRAMILACNOR0 AGENDA 704373480 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT IMPORTANT MARKET PROCESSING Non-Voting
REQUIREMENT: A 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 PLEASE NOTE THAT SHAREHOLDERS Non-Voting
SUBMITTING A VOTE TO ELECT A MEMBER
MUST-INCLUDE THE NAME OF THE
CANDIDATE TO BE ELECTED. IF
INSTRUCTIONS TO VOTE ON-THIS ITEM IS
RECEIVED WITHOUT A CANDIDATE'S NAME,
YOUR VOTE WILL BE PROCESSED-IN FAVOR
OR AGAINST OF THE DEFAULT COMPANY'S
CANDIDATE. THANK YOU
CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting
'AGAINST' IN THE SAME AGENDA ITEM ARE-
NOT ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR
ABSTAIN-ARE ALLOWED. THANK YOU
I To examine, discuss and vote upon the board of Management For For
directors annual report, the financial statements
and independent auditors report relating to fiscal
year ending December 31, 2012
II Decide on proposal of allocation of the results Management For For
related to the fiscal year ended on December 31,
2012
III To elect the members of the board of directors Management For For
IV To set the global remuneration of the company Management For For
directors for the 2013
FORTUNE BRANDS HOME & SECURITY, INC.
SECURITY 34964C106 MEETING TYPE Annual
TICKER SYMBOL FBHS MEETING DATE 29-Apr-2013
ISIN US34964C1062 AGENDA 933742997 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1A. ELECTION OF CLASS II DIRECTOR: RICHARD Management For For
A. GOLDSTEIN
1B. ELECTION OF CLASS II DIRECTOR: Management For For
CHRISTOPHER J. KLEIN
2 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3 ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
4 APPROVAL OF THE FORTUNE BRANDS Management Against Against
HOME & SECURITY, INC. 2013 LONG-TERM
INCENTIVE PLAN.
5 APPROVAL OF THE FORTUNE BRANDS Management For For
HOME & SECURITY, INC. ANNUAL
EXECUTIVE INCENTIVE COMPENSATION
PLAN.
SGL CARBON SE, WIESBADEN
SECURITY D6949M108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 30-Apr-2013
ISIN DE0007235301 AGENDA 704342651 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC 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 EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL.
THANK YOU.
PLEASE NOTE THAT THE TRUE RECORD Non-Voting
DATE FOR THIS MEETING IS 09 APR 2013,
WHEREA-S THE MEETING HAS BEEN SETUP
USING THE ACTUAL RECORD DATE - 1
BUSINESS DAY. TH-IS IS DONE TO ENSURE
THAT ALL POSITIONS REPORTED ARE IN
CONCURRENCE WITH THE G-ERMAN LAW.
THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED Non-Voting
UNTIL 15.04.2013. 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 adopted annual financial Non-Voting
statements of SGL Carbon SE and t-he approved
consolidated financial statements for the year
ended December 31,-2012, the consolidated
management report of SGL Carbon SE and the
Group for fi-scal year 2012, the report of the
Supervisory Board, the report of the Executi-ve
Committee pursuant to sections 289 (4) and 315
(4) of the German Commercial-Code
(Handelsgesetzbuch - HGB) as well as the
proposal by the Executive Commi-ttee on the
appropriation of net profit
2. Resolution on the appropriation of net profit for Management No Action
fiscal year 2012
3. Resolution approving the actions of the Executive Management No Action
Committee during fiscal year 2012
4. Resolution approving the actions of the Management No Action
Supervisory Board during fiscal year 2012
5. Appointment of the Auditors and Group Auditors Management No Action
for fiscal year 2013: Ernst + Young GmbH,
Stuttgart
6.a.1 Election to the Supervisory Board: Dr. Christine Management No Action
Bortenlaenger
6.a.2 Election to the Supervisory Board: Dr. Daniel Management No Action
Camus
6.a.3 Election to the Supervisory Board: Dr. Ing. Management No Action
Hubert Lienhard
6.a.4 Election to the Supervisory Board: Andrew H. Management No Action
Simon OBE MBA
6.b.1 Election to the Supervisory Board: Ana Cristina Management No Action
Ferreira Cruz
6.b.2 Election to the Supervisory Board: Michael Management No Action
Leppek
6.b.3 Election to the Supervisory Board: Helmut Jodl Management No Action
6.b.4 Election to the Supervisory Board: Marcin Management No Action
Rzeminski
6.b.5 Election to the Supervisory Board: Markus Management No Action
Stettberger
6.b.6 Election to the Supervisory Board: Hans-Werner Management No Action
Zorn
6.c.1 Election to the Supervisory Board: Amilcar Management No Action
Raimundo
6.c.2 Election to the Supervisory Board: Jurgen Glaser Management No Action
6.c.3 Election to the Supervisory Board: Birgit Burkert Management No Action
6.c.4 Election to the Supervisory Board: Izabela Urbas- Management No Action
Mokrzycka
6.c.5 Election to the Supervisory Board: Josef Jung Management No Action
6.c.6 Election to the Supervisory Board: Dieter Management No Action
Zullighofen
7. Resolution for the Adjustment of the Management No Action
Compensation of the Supervisory Board and for
an Amendment of the Articles of Association
DRAGON OIL PLC
SECURITY G2828W132 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 30-Apr-2013
ISIN IE0000590798 AGENDA 704374379 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 To receive the Financial Statements for the year Management For For
ended 31 December 2012
2 To declare a dividend Management For For
3.a To re-elect Mohammed Al Ghurair as a Director Management For For
3.b To re-elect Abdul Jaleel Al Khalifa as a Director Management For For
3.c To re-elect Ahmad Sharaf as a Director Management For For
3.d To re-elect Ahmad Al Muhairbi as a director Management For For
3.e To re-elect Saeed Al Mazrooei as a Director Management For For
3.f To re-elect Thor Haugnaess as a director Management For For
4 To receive the Directors' Remuneration Report Management For For
for the year ended 31 December 2012
5 To authorise the Directors to fix the Auditors' Management For For
remuneration
6 To authorise general meetings outside the Management For For
Republic of Ireland
7 To authorise the calling of general meetings on Management For For
14 days' notice
8 To authorise the Directors to allot relevant Management For For
securities
9 To disapply statutory pre-emption rights Management Against Against
10 To authorise the repurchase of the Company's Management For For
shares and re-issue of treasury shares
H.J. HEINZ COMPANY
SECURITY 423074103 MEETING TYPE Special
TICKER SYMBOL HNZ MEETING DATE 30-Apr-2013
ISIN US4230741039 AGENDA 933766377 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO APPROVE AND ADOPT THE MERGER Management For For
AGREEMENT DATED AS OF FEBRUARY 13,
2013, AS AMENDED BY THE AMENDMENT TO
AGREEMENT AND PLAN OF MERGER, DATED
AS OF MARCH 4, 2013, AND AS MAY BE
FURTHER AMENDED FROM TIME TO TIME,
AMONG H.J. HEINZ COMPANY, HAWK
ACQUISITION HOLDING CORPORATION AND
HAWK ACQUISITION SUB, INC.
2. TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF THE PROPOSAL TO
APPROVE AND ADOPT THE MERGER
AGREEMENT IF THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF SUCH
ADJOURNMENT TO APPROVE AND ADOPT
PROPOSAL 1.
3. TO APPROVE, ON A NON-BINDING, Management Abstain Against
ADVISORY BASIS, CERTAIN COMPENSATION
THAT WILL OR MAY BE PAID BY H.J. HEINZ
COMPANY TO ITS NAMED EXECUTIVE
OFFICERS THAT IS BASED ON OR
OTHERWISE RELATES TO THE MERGER.
COPANO ENERGY, L.L.C.
SECURITY 217202100 MEETING TYPE Special
TICKER SYMBOL CPNO MEETING DATE 30-Apr-2013
ISIN US2172021006 AGENDA 933767925 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JANUARY 29, 2013
(AS IT MAY BE AMENDED FROM TIME TO
TIME) BY AND AMONG COPANO ENERGY,
L.L.C. (THE "COMPANY"), KINDER MORGAN
ENERGY PARTNERS, L.P., KINDER MORGAN
G.P., INC. AND JAVELINA MERGER SUB LLC,
A WHOLLY-OWNED SUBSIDIARY OF KINDER
MORGAN ENERGY PARTNERS, L.P. (THE
"MERGER AGREEMENT").
2 TO APPROVE THE ADJOURNMENT OF THE Management For For
COMPANY'S SPECIAL MEETING, IF
NECESSARY TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT
VOTES TO ADOPT THE MERGER
AGREEMENT AT THE TIME OF THE SPECIAL
MEETING.
3 TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, THE RELATED
COMPENSATION PAYMENTS THAT WILL OR
MAY BE PAID BY THE COMPANY TO ITS
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
DUKE ENERGY CORPORATION
SECURITY 26441C204 MEETING TYPE Annual
TICKER SYMBOL DUK MEETING DATE 02-May-2013
ISIN US26441C2044 AGENDA 933746705 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 WILLIAM BARNET, III For For
2 G. ALEX BERNHARDT, SR. For For
3 MICHAEL G. BROWNING For For
4 HARRIS E. DELOACH, JR. For For
5 DANIEL R. DIMICCO For For
6 JOHN H. FORSGREN For For
7 ANN M. GRAY For For
8 JAMES H. HANCE, JR. For For
9 JOHN T. HERRON For For
10 JAMES B. HYLER, JR. For For
11 E. MARIE MCKEE For For
12 E. JAMES REINSCH For For
13 JAMES T. RHODES For For
14 JAMES E. ROGERS For For
15 CARLOS A. SALADRIGAS For For
16 PHILIP R. SHARP For For
2. RATIFICATION OF DELOITTE & TOUCHE LLP Management For For
AS DUKE ENERGY CORPORATION'S
INDEPENDENT PUBLIC ACCOUNTANT FOR
2013
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION
4. APPROVAL OF THE AMENDED DUKE Management For For
ENERGY CORPORATION EXECUTIVE
SHORT-TERM INCENTIVE PLAN
5. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
SHAREHOLDER ACTION BY WRITTEN
CONSENT
6. SHAREHOLDER PROPOSAL REGARDING AN Shareholder Against For
AMENDMENT TO OUR ORGANIZATIONAL
DOCUMENTS TO REQUIRE MAJORITY
VOTING FOR THE ELECTION OF DIRECTORS
AVON PRODUCTS, INC.
SECURITY 054303102 MEETING TYPE Annual
TICKER SYMBOL AVP MEETING DATE 02-May-2013
ISIN US0543031027 AGENDA 933779146 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 DOUGLAS R. CONANT For For
2 W. DON CORNWELL For For
3 V. ANN HAILEY For For
4 FRED HASSAN For For
5 MARIA ELENA LAGOMASINO For For
6 SHERI S. MCCOY For For
7 ANN S. MOORE For For
8 CHARLES H. NOSKI For For
9 GARY M. RODKIN For For
10 PAULA STERN For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
3. APPROVAL OF 2013 STOCK INCENTIVE Management Against Against
PLAN.
4. APPROVAL OF 2013 - 2017 EXECUTIVE Management For For
INCENTIVE PLAN.
5. RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
6. RESOLUTION REQUESTING A REPORT ON Shareholder Against For
SUBSTITUTING SAFER ALTERNATIVES IN
PERSONAL CARE PRODUCTS.
LAIRD PLC, LONDON
SECURITY G53508175 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 03-May-2013
ISIN GB00B1VNST91 AGENDA 704344782 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 To receive and adopt the Report of the Directors Management For For
and Accounts for the year ended 31 December
2012
2 To approve the Directors' Remuneration Report Management For For
3 To declare a final dividend Management For For
4 To re-elect Mr Nigel Keen as a director Management For For
5 To re-elect Mr D C Lockwood as a director Management For For
6 To re-elect Mr J C Silver as a director Management For For
7 To re-elect Ms P Bell as a director Management For For
8 To re-elect Sir Christopher Hum as a director Management For For
9 To re-elect Professor M J Kelly as a director Management For For
10 To re-elect Mr A J Reading as a director Management For For
11 To re-appoint Ernst & Young LLP as Auditor and Management For For
authorise the Board to fix their remuneration
12 To approve the new Share Plan Management For For
13 To give the Directors authority to allot shares Management For For
14 To disapply pre-emption rights Management Against Against
15 To authorise the Company to make market Management For For
purchases of its own ordinary shares
16 To approve the notice period for extraordinary Management For For
general meetings
ITT CORPORATION
SECURITY 450911201 MEETING TYPE Annual
TICKER SYMBOL ITT MEETING DATE 07-May-2013
ISIN US4509112011 AGENDA 933758293 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: DENISE L. RAMOS Management For For
1B. ELECTION OF DIRECTOR: FRANK T. Management For For
MACINNIS
1C. ELECTION OF DIRECTOR: ORLANDO D. Management For For
ASHFORD
1D. ELECTION OF DIRECTOR: PETER D'ALOIA Management For For
1E. ELECTION OF DIRECTOR: DONALD Management For For
DEFOSSET, JR.
1F. ELECTION OF DIRECTOR: CHRISTINA A. Management For For
GOLD
1G. ELECTION OF DIRECTOR: RICHARD P. LAVIN Management For For
1H. ELECTION OF DIRECTOR: DONALD J. Management For For
STEBBINS
2. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS ITT'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. APPROVAL OF THE MATERIAL TERMS OF Management For For
THE ITT CORPORATION ANNUAL INCENTIVE
PLAN FOR EXECUTIVE OFFICERS.
4. TO APPROVE, IN A NON-BINDING VOTE, THE Management Abstain Against
2012 COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
XYLEM INC.
SECURITY 98419M100 MEETING TYPE Annual
TICKER SYMBOL XYL MEETING DATE 07-May-2013
ISIN US98419M1009 AGENDA 933758344 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: CURTIS J. Management For For
CRAWFORD
1B. ELECTION OF DIRECTOR: ROBERT F. FRIEL Management For For
1C. ELECTION OF DIRECTOR: SURYA N. Management For For
MOHAPATRA
2. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. TO APPROVE, IN A NON-BINDING VOTE, THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
4. TO VOTE ON A MANAGEMENT PROPOSAL Management For For
TO DECLASSIFY THE BOARD OF DIRECTORS
STARTING IN 2016.
5. TO VOTE ON A SHAREOWNER PROPOSAL Shareholder Against For
TO ALLOW SHAREOWNERS TO CALL A
SPECIAL MEETING.
EXELIS, INC
SECURITY 30162A108 MEETING TYPE Annual
TICKER SYMBOL XLS MEETING DATE 08-May-2013
ISIN US30162A1088 AGENDA 933758166 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: JOHN J. HAMRE Management For For
1B. ELECTION OF DIRECTOR: PATRICK J. Management For For
MOORE
1C. ELECTION OF DIRECTOR: R. DAVID YOST Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
3. APPROVAL OF THE MATERIAL TERMS OF Management For For
THE EXELIS INC. ANNUAL INCENTIVE PLAN
FOR EXECUTIVE OFFICERS.
4. APPROVAL, IN A NON-BINDING VOTE, OF Management Abstain Against
THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS, AS DESCRIBED IN
THE 2013 PROXY STATEMENT.
LEXICON PHARMACEUTICALS, INC.
SECURITY 528872104 MEETING TYPE Annual
TICKER SYMBOL LXRX MEETING DATE 09-May-2013
ISIN US5288721047 AGENDA 933756871 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 RAYMOND DEBBANE For For
2 R.J. LEFKOWITZ, M.D. For For
3 ALAN S. NIES, M.D. For For
2. ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION PAID TO THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
3. RATIFICATION AND APPROVAL OF THE Management For For
APPOINTMENT OF ERNST & YOUNG LLP AS
THE COMPANY'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013.
AURIZON MINES LTD.
SECURITY 05155P106 MEETING TYPE Special
TICKER SYMBOL AZK MEETING DATE 09-May-2013
ISIN CA05155P1062 AGENDA 933792675 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 TO APPROVE AN ARRANGEMENT UNDER Management For For
THE PROVISIONS OF DIVISION 5 OF PART 9
OF THE BUSINESS CORPORATIONS ACT
(BRITISH COLUMBIA) INVOLVING THE
COMPANY, ITS SECURITYHOLDERS, 0963708
B.C. LTD. AND HECLA MINING COMPANY, AS
MORE FULLY SET OUT IN APPENDIX A OF
THE ACCOMPANYING MANAGEMENT
INFORMATION PROXY CIRCULAR OF THE
COMPANY DATED APRIL 10, 2013.
VULCAN MATERIALS COMPANY
SECURITY 929160109 MEETING TYPE Annual
TICKER SYMBOL VMC MEETING DATE 10-May-2013
ISIN US9291601097 AGENDA 933765515 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: DOUGLAS J. Management For For
MCGREGOR
1B. ELECTION OF DIRECTOR: LEE J. Management For For
STYSLINGER III
1C. ELECTION OF DIRECTOR: VINCENT J. Management For For
TROSINO
2. PROPOSAL TO APPROVE THE ADVISORY Management Abstain Against
(NON-BINDING) RESOLUTION RELATING TO
EXECUTIVE COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
4. PROPOSAL TO APPROVE AMENDMENTS TO Management For For
VULCAN'S CERTIFICATE OF
INCORPORATION TO ELIMINATE
SUPERMAJORITY VOTING PROVISIONS.
5. PROPOSAL TO AMEND VULCAN'S Management For For
CERTIFICATE OF INCORPORATION TO
DECLASSIFY THE BOARD OF DIRECTORS.
6. ADVISORY SHAREHOLDER PROPOSAL FOR Shareholder Against For
AN INDEPENDENT CHAIR OF THE BOARD OF
DIRECTORS.
WMS INDUSTRIES INC.
SECURITY 929297109 MEETING TYPE Special
TICKER SYMBOL WMS MEETING DATE 10-May-2013
ISIN US9292971093 AGENDA 933792144 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. THE ADOPTION OF THE MERGER Management For For
AGREEMENT, THEREBY APPROVING THE
MERGER.
2. THE PROPOSAL TO APPROVE, BY A NON- Management Abstain Against
BINDING ADVISORY VOTE, THE SPECIFIED
COMPENSATION DISCLOSED IN THE PROXY
STATEMENT THAT MAY BE PAYABLE TO
WMS' NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE CONSUMMATION
OF THE MERGER.
3. THE PROPOSAL TO APPROVE THE Management For For
ADJOURNMENT OF THE SPECIAL MEETING,
IF NECESSARY OR APPROPRIATE IN THE
VIEW OF THE WMS BOARD OF DIRECTORS,
TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES AT THE TIME
OF THE SPECIAL MEETING TO ADOPT THE
MERGER AGREEMENT.
PAN AMERICAN SILVER CORP.
SECURITY 697900108 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL PAAS MEETING DATE 13-May-2013
ISIN CA6979001089 AGENDA 933801068 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 DIRECTOR Management
1 ROSS J. BEATY For For
2 GEOFFREY A. BURNS For For
3 MICHAEL L. CARROLL For For
4 CHRISTOPHER NOEL DUNN For For
5 NEIL DE GELDER For For
6 ROBERT P. PIROOZ For For
7 DAVID C. PRESS For For
8 WALTER T. SEGSWORTH For For
02 APPOINTMENT OF DELOITTE LLP AS Management For For
AUDITORS OF THE CORPORATION FOR THE
ENSUING YEAR AND AUTHORIZING THE
DIRECTORS TO FIX THEIR REMUNERATION.
03 TO CONSIDER AND, IF THOUGHT Management For For
APPROPRIATE, TO PASS AN ORDINARY
RESOLUTION APPROVING THE
CORPORATION'S APPROACH TO EXECUTIVE
COMPENSATION, THE COMPLETE TEXT OF
WHICH IS SET OUT IN THE INFORMATION
CIRCULAR FOR THE MEETING.
PAN AMERICAN SILVER CORP.
SECURITY 697900108 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL PAAS MEETING DATE 13-May-2013
ISIN CA6979001089 AGENDA 933801070 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 DIRECTOR Management
1 ROSS J. BEATY For For
2 GEOFFREY A. BURNS For For
3 MICHAEL L. CARROLL For For
4 CHRISTOPHER NOEL DUNN For For
5 NEIL DE GELDER For For
6 ROBERT P. PIROOZ For For
7 DAVID C. PRESS For For
8 WALTER T. SEGSWORTH For For
02 APPOINTMENT OF DELOITTE LLP AS Management For For
AUDITORS OF THE CORPORATION FOR THE
ENSUING YEAR AND AUTHORIZING THE
DIRECTORS TO FIX THEIR REMUNERATION.
03 TO CONSIDER AND, IF THOUGHT Management For For
APPROPRIATE, TO PASS AN ORDINARY
RESOLUTION APPROVING THE
CORPORATION'S APPROACH TO EXECUTIVE
COMPENSATION, THE COMPLETE TEXT OF
WHICH IS SET OUT IN THE INFORMATION
CIRCULAR FOR THE MEETING.
AURICO GOLD INC.
SECURITY 05155C105 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL AUQ MEETING DATE 13-May-2013
ISIN CA05155C1059 AGENDA 933801157 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 DIRECTOR Management
1 COLIN K. BENNER For For
2 LUIS M. CHAVEZ For For
3 RICHARD M. COLTERJOHN For For
4 MARK J. DANIEL For For
5 PATRICK D. DOWNEY For For
6 ALAN R. EDWARDS For For
7 SCOTT G. PERRY For For
8 RONALD E. SMITH For For
9 JOSEPH G. SPITERI For For
02 APPOINT KPMG LLP, CHARTERED Management For For
ACCOUNTANTS, AS AUDITORS FOR THE
COMPANY, AND TO AUTHORIZE THE
DIRECTORS OF THE COMPANY TO SET THE
AUDITORS' REMUNERATION.
03 CONSIDER AND, IF DEEMED ADVISABLE, Management Against Against
PASS AN ORDINARY RESOLUTION TO
APPROVE AND RATIFY THE AMENDED AND
RESTATED SHAREHOLDER RIGHTS PLAN OF
THE COMPANY, THE TEXT OF WHICH
RESOLUTION IS SET FORTH IN THE
COMPANY'S MANAGEMENT PROXY
CIRCULAR DATED APRIL 10, 2013 (THE
"PROXY CIRCULAR").
04 CONSIDER AND, IF DEEMED ADVISABLE, Management For For
PASS AN ORDINARY RESOLUTION TO
APPROVE THE OMNIBUS LONG-TERM
INCENTIVE PLAN OF THE COMPANY, THE
TEXT OF WHICH RESOLUTION IS SET FORTH
IN THE PROXY CIRCULAR.
05 CONSIDER AND, IF DEEMED ADVISABLE, Management For For
PASS A NON-BINDING ADVISORY
RESOLUTION ACCEPTING THE COMPANY'S
APPROACH TO EXECUTIVE COMPENSATION
AS DESCRIBED IN THE PROXY CIRCULAR,
THE TEXT OF WHICH RESOLUTION IS SET
FORTH IN THE PROXY CIRCULAR.
THE MIDDLEBY CORPORATION
SECURITY 596278101 MEETING TYPE Annual
TICKER SYMBOL MIDD MEETING DATE 14-May-2013
ISIN US5962781010 AGENDA 933767785 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 SELIM A. BASSOUL For For
2 ROBERT B. LAMB For For
3 JOHN R. MILLER III For For
4 GORDON O'BRIEN For For
5 PHILIP G. PUTNAM For For
6 SABIN C. STREETER For For
2. APPROVAL, BY AN ADVISORY VOTE, OF THE Management Abstain Against
2012 COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS, AS
DISCLOSED PURSUANT TO THE
COMPENSATION DISCLOSURE RULES OF
THE SECURITIES AND EXCHANGE
COMMISSION ("SEC").
3. AMENDMENT OF THE COMPANY'S SECOND Management For For
AMENDED AND RESTATED BYLAWS TO
IMPLEMENT MAJORITY VOTING FOR
UNCONTESTED DIRECTOR ELECTIONS.
4. RATIFICATION OF THE SELECTION OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE CURRENT FISCAL YEAR ENDING
DECEMBER 28, 2013.
WRIGHT MEDICAL GROUP, INC.
SECURITY 98235T107 MEETING TYPE Annual
TICKER SYMBOL WMGI MEETING DATE 14-May-2013
ISIN US98235T1079 AGENDA 933770821 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. APPROVAL OF AN AMENDMENT TO OUR Management For For
CERTIFICATE OF INCORPORATION
INCREASING THE MAXIMUM SIZE OF OUR
BOARD OF DIRECTORS TO TEN DIRECTORS.
2. DIRECTOR Management
1 GARY D. BLACKFORD For For
2 MARTIN J. EMERSON For For
3 LAWRENCE W. HAMILTON For For
4 RONALD K. LABRUM For For
5 JOHN L. MICLOT For For
6 ROBERT J. PALMISANO For For
7 AMY S. PAUL For For
8 ROBERT J. QUILLINAN For For
9 DAVID D. STEVENS For For
3. SUBJECT TO THE APPROVAL OF PROPOSAL Management For For
1, ELECTION OF A TENTH DIRECTOR TO
SERVE ON OUR BOARD OF DIRECTORS FOR
A TERM OF ONE YEAR.
4. APPROVAL OF THE AMENDED AND Management For For
RESTATED 2002 EMPLOYEE STOCK
PURCHASE PLAN.
5. APPROVAL OF THE SECOND AMENDED AND Management Against Against
RESTATED 2009 EQUITY INCENTIVE PLAN.
6. APPROVAL OF THE AMENDED AND Management For For
RESTATED 2010 EXECUTIVE PERFORMANCE
INCENTIVE PLAN.
7. AN ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
8. RATIFICATION OF THE SELECTION OF KPMG Management For For
LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2013.
POLYONE CORPORATION
SECURITY 73179P106 MEETING TYPE Annual
TICKER SYMBOL POL MEETING DATE 15-May-2013
ISIN US73179P1066 AGENDA 933764791 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 SANDRA BEACH LIN For For
2 DR. CAROL A. CARTWRIGHT For For
3 RICHARD H. FEARON For For
4 GREGORY J. GOFF For For
5 GORDON D. HARNETT For For
6 RICHARD A. LORRAINE For For
7 STEPHEN D. NEWLIN For For
8 WILLIAM H. POWELL For For
9 FARAH M. WALTERS For For
10 WILLIAM A. WULFSOHN For For
2. PROPOSAL TO APPROVE THE ADVISORY Management Abstain Against
RESOLUTION ON NAMED EXECUTIVE
OFFICER COMPENSATION.
3. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2013.
GLENCORE INTERNATIONAL PLC, ST HELIER
SECURITY G39420107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 16-May-2013
ISIN JE00B4T3BW64 AGENDA 704452642 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 To receive the Company's accounts and the Management For For
reports of the Directors and auditors for the year
ended 31 December 2012 (the "2012 Annual
Report")
2 To declare a final dividend of USD0.1035 per Management For For
ordinary share for the year ended 31 December
2012 which the Directors propose, and the
shareholders resolve, is to be paid only from the
capital contribution reserves of the Company
3 To re-elect Ivan Glasenberg (Chief Executive Management For For
Officer) as a Director
4 To re-elect Anthony Hayward (Senior Management For For
Independent Non-Executive Director) as a
Director
5 To re-elect Leonhard Fischer (Independent Non- Management For For
Executive Director) as a Director
6 To re-elect William Macaulay (Independent Non- Management For For
Executive Director) as a Director
7 Subject to the Company's merger with Xstrata plc Management For For
(the "Merger") becoming effective and Sir John
Bond being appointed as a Director, to elect Sir
John Bond (Independent Non-Executive
Chairman) as a Director
8 Subject to the Merger becoming effective and Sir Management For For
Steve Robson being appointed as a Director, to
elect Sir Steve Robson (Independent Non-
Executive Director) as a Director
9 Subject to the Merger becoming effective and Ian Management For For
Strachan being appointed as a Director, to elect
Ian Strachan (Independent Non-Executive
Director) as a Director
10 Subject to the Merger becoming effective and Management For For
Con Fauconnier being appointed as a Director, to
elect Con Fauconnier (Independent Non-
Executive Director) as a Director
11 Subject to the Merger becoming effective and Management For For
Peter Hooley being appointed as a Director, to
elect Peter Hooley (Independent Non-Executive
Director) as a Director
12 Subject to the Merger having not become Management For For
effective, to re-elect Simon Murray (Independent
Non-Executive Chairman) as a Director
13 Subject to the Merger having not become Management For For
effective, to re-elect Steven Kalmin (Chief
Financial Officer) as a Director
14 Subject to the Merger having not become Management For For
effective, to re-elect Peter Coates (Director) as a
Director
15 Subject to the Merger having not become Management For For
effective, to re-elect Li Ning (Independent Non-
Executive Director) as a Director
16 To approve the Directors' Remuneration Report Management For For
on pages 93 to 100 of the 2012 Annual Report
17 To reappoint Deloitte LLP as the Company's Management For For
auditors to hold office until the conclusion of the
next general meeting at which accounts are laid
18 To authorise the audit committee to fix the Management For For
remuneration of the auditors
19 To renew the authority conferred on the Directors Management For For
to allot shares or grant rights to subscribe for or
to convert any security into shares
20 Subject to and conditionally upon the passing of Management For For
resolution 19, to empower the Directors to allot
equity securities
21 The Company be and is hereby generally and Management For For
unconditionally authorised pursuant to Article 57
of the Companies (Jersey) Law 1991 (the
"Companies Law") to make market purchases of
ordinary shares
CMMT PLEASE NOTE THAT THE COMPANY NOTICE Non-Voting
AND PROXY FORM ARE AVAILABLE BY
CLICKING O-N THE URL LINKS:
http://www.hkexnews.hk/listedco/listconews/sehk/
2013/0423/LTN-20130423193.pdf AND
http://www.hkexnews.hk/listedco/listconews/sehk/
2013/0423/-LTN20130423183.pdf
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO ADDITION OF COMMENT. IF YOU
HAVE AL-READY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECI-DE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
THE CHARLES SCHWAB CORPORATION
SECURITY 808513105 MEETING TYPE Annual
TICKER SYMBOL SCHW MEETING DATE 16-May-2013
ISIN US8085131055 AGENDA 933766719 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: STEPHEN A. ELLIS Management For For
1B. ELECTION OF DIRECTOR: ARUN SARIN Management For For
1C. ELECTION OF DIRECTOR: CHARLES R. Management For For
SCHWAB
1D. ELECTION OF DIRECTOR: PAULA A. SNEED Management For For
2. RATIFICATION OF INDEPENDENT AUDITORS Management For For
3. ADVISORY APPROVAL OF NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION
4. APPROVAL OF 2013 STOCK INCENTIVE PLAN Management Against Against
5. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
POLITICAL CONTRIBUTIONS
6. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
PROXY ACCESS
SILVERWILLOW ENERGY CORP.
SECURITY 828513101 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL SWOMF MEETING DAT0 16-May-2013
ISIN CA8285131014 AGENDA 933785872 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 ON THE ORDINARY RESOLUTION TO Management For For
APPOINT KPMG LLP, CHARTERED
ACCOUNTANTS, AS AUDITORS OF THE
CORPORATION AT SUCH REMUNERATION
AS MAY BE APPROVED BY THE DIRECTORS
OF THE CORPORATION:
02 ON THE ORDINARY RESOLUTION TO SET Management For For
THE NUMBER OF DIRECTORS OF THE
CORPORATION AT SEVEN AS SET FORTH IN
THE MANAGEMENT PROXY CIRCULAR OF
THE CORPORATION DATED APRIL 5, 2013
(THE "INFORMATION CIRCULAR"):
03 DIRECTOR Management
1 GREGORY A. BOLAND For For
2 BONNIE D. DUPONT For For
3 DONALD R. INGRAM For For
4 HOWARD J. LUTLEY For For
5 TIMOTHY A. MCGAW For For
6 DOUGLAS H. MITCHELL For For
7 GLEN D. ROANE For For
04 ON THE ORDINARY RESOLUTION RATIFYING Management For For
AND APPROVING THE STOCK OPTION PLAN
OF THE CORPORATION AS DESCRIBED IN
THE INFORMATION CIRCULAR.
ASSISTED LIVING CONCEPTS INC
SECURITY 04544X300 MEETING TYPE Special
TICKER SYMBOL ALC MEETING DATE 16-May-2013
ISIN US04544X3008 AGENDA 933790621 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER, ("MERGER AGREEMENT"), BY
AND AMONG THE COMPANY, AID HOLDINGS,
LLC, ("PARENT"), AND AID MERGER SUB,
LLC, ("MERGER SUB"), PROVIDING FOR THE
MERGER OF MERGER SUB WITH AND INTO
THE COMPANY (THE "MERGER"), WITH THE
COMPANY SURVIVING THE MERGER AS A
WHOLLY-OWNED SUBSIDIARY OF PARENT.
2. TO CONSIDER AND VOTE ON A NON- Management Abstain Against
BINDING, ADVISORY PROPOSAL TO
APPROVE THE COMPENSATION THAT MAY
BE PAID OR BECOME PAYABLE TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS
IN CONNECTION WITH, OR FOLLOWING, THE
CONSUMMATION OF THE MERGER, AS
SPECIFIED AND DISCLOSED IN THE PROXY
STATEMENT.
OUTDOOR CHANNEL HOLDINGS, INC.
SECURITY 690027206 MEETING TYPE Special
TICKER SYMBOL OUTD MEETING DATE 16-May-2013
ISIN US6900272062 AGENDA 933794489 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MARCH 13, 2013, BY
AND AMONG OUTDOOR CHANNEL
HOLDINGS, INC., KROENKE SPORTS &
ENTERTAINMENT, LLC, AND KSE MERGER
SUB, INC.
2. TO APPROVE, ON AN ADVISORY, NON- Management Abstain Against
BINDING BASIS, THE "GOLDEN PARACHUTE"
COMPENSATION PAYABLE OR THAT COULD
BECOME PAYABLE TO OUTDOOR CHANNEL
HOLDINGS, INC.'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER PURSUANT TO PRE-EXISTING
ARRANGEMENTS WITH THOSE INDIVIDUALS.
3. TO APPROVE AN ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY, TO
PERMIT FURTHER SOLICITATION OF
PROXIES IF THERE ARE NOT SUFFICIENT
VOTES AT THE SPECIAL MEETING TO VOTE
IN FAVOR OF THE ADOPTION OF THE
AGREEMENT AND PLAN OF MERGER.
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
SECURITY 18451C109 MEETING TYPE Annual
TICKER SYMBOL CCO MEETING DATE 17-May-2013
ISIN US18451C1099 AGENDA 933769121 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 BLAIR E. HENDRIX Withheld Against
2 DOUGLAS L. JACOBS Withheld Against
3 DANIEL G. JONES Withheld Against
2. RATIFICATION OF THE SELECTION OF Management For For
ERNST & YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2013.
BEL FUSE INC.
SECURITY 077347201 MEETING TYPE Annual
TICKER SYMBOL BELFA MEETING DATE 17-May-2013
ISIN US0773472016 AGENDA 933793792 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 DANIEL BERNSTEIN Take No Action
2 PETER GILBERT Take No Action
3 JOHN S. JOHNSON Take No Action
2. WITH RESPECT TO THE RATIFICATION OF Management Take No Action
THE DESIGNATION OF DELOITTE & TOUCHE
LLP TO AUDIT BEL'S BOOKS AND ACCOUNTS
FOR 2013.
3. WITH RESPECT TO THE APPROVAL, ON AN Management Take No Action
ADVISORY BASIS, OF THE EXECUTIVE
COMPENSATION OF BEL'S NAMED
EXECUTIVE OFFICERS AS DESCRIBED IN
THE PROXY STATEMENT.
FIRSTCITY FINANCIAL CORPORATION
SECURITY 33761X107 MEETING TYPE Special
TICKER SYMBOL FCFC MEETING DATE 17-May-2013
ISIN US33761X1072 AGENDA 933801056 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF DECEMBER 20, 2012
(AS IT MAY BE AMENDED FROM TIME TO
TIME, THE "MERGER AGREEMENT"), BY AND
AMONG FIRSTCITY FINANCIAL
CORPORATION, A DELAWARE
CORPORATION (THE "COMPANY"),
HOTSPURS HOLDINGS LLC, A DELAWARE
LIMITED LIABILITY COMPANY, AND
HOTSPURS ACQUISITION CORPORATION, A
("MERGER SUBSIDIARY").
2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, THE COMPENSATION TO BE
PAID TO THE COMPANY'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER OF MERGER
SUBSIDIARY WITH AND INTO THE COMPANY.
3. TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THERE
ARE INSUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT
THEREOF TO ADOPT THE MERGER
AGREEMENT.
PLAINS EXPLORATION & PRODUCTION CO.
SECURITY 726505100 MEETING TYPE Special
TICKER SYMBOL PXP MEETING DATE 20-May-2013
ISIN US7265051000 AGENDA 933800977 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. AGREEMENT AND PLAN OF MERGER, BY Management For For
AND AMONG THE COMPANY, FREEPORT-
MCMORAN COPPER & GOLD INC. ("FCX")
AND IMONC LLC, A WHOLLY OWNED
SUBSIDIARY OF FCX, AS SUCH AGREEMENT
MAY BE AMENDED FROM TIME TO TIME,
WHICH PROVIDES FOR, AMONG OTHER
THINGS, THE MERGER OF THE COMPANY
WITH AND INTO IMONC LLC, WITH IMONC
LLC SURVIVING THE MERGER AS A WHOLLY
OWNED SUBSIDIARY OF FCX.
2. APPROVAL, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, OF THE SPECIFIED
COMPENSATION THAT MAY BE RECEIVED
BY THE COMPANY'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER.
3. APPROVAL OF ANY ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE PROPOSAL TO ADOPT THE MERGER
AGREEMENT.
ARBITRON INC.
SECURITY 03875Q108 MEETING TYPE Annual
TICKER SYMBOL ARB MEETING DATE 21-May-2013
ISIN US03875Q1085 AGENDA 933781507 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 SHELLYE L. ARCHAMBEAU For For
2 SEAN R. CREAMER For For
3 DAVID W. DEVONSHIRE For For
4 JOHN A. DIMLING For For
5 ERICA FARBER For For
6 RONALD G. GARRIQUES For For
7 PHILIP GUARASCIO For For
8 WILLIAM T. KERR For For
9 LARRY E. KITTELBERGER For For
10 LUIS G. NOGALES For For
11 RICHARD A. POST For For
2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPANY'S EXECUTIVE COMPENSATION.
3. TO RATIFY THE APPOINTMENT BY THE Management For For
AUDIT COMMITTEE OF KPMG LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE
CURRENT FISCAL YEAR.
KRATOS DEFENSE & SEC SOLUTIONS, INC.
SECURITY 50077B207 MEETING TYPE Annual
TICKER SYMBOL KTOS MEETING DATE 22-May-2013
ISIN US50077B2079 AGENDA 933782511 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 SCOTT ANDERSON For For
2 BANDEL CARANO For For
3 ERIC DEMARCO For For
4 WILLIAM HOGLUND For For
5 SCOT JARVIS For For
6 JANE JUDD For For
7 SAMUEL LIBERATORE For For
2. TO RATIFY THE SELECTION OF GRANT Management For For
THORNTON LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 29, 2013.
3. TO APPROVE AN AMENDMENT TO THE Management For For
COMPANY'S 1999 EMPLOYEE STOCK
PURCHASE PLAN TO INCREASE THE
AGGREGATE NUMBER OF SHARES THAT
MAY BE ISSUED UNDER THE PLAN BY
1,500,000 SHARES.
4. AN ADVISORY VOTE (NON-BINDING) TO Management Abstain Against
APPROVE THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
ARTHROCARE CORPORATION
SECURITY 043136100 MEETING TYPE Annual
TICKER SYMBOL ARTC MEETING DATE 22-May-2013
ISIN US0431361007 AGENDA 933784212 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 CHRISTIAN P. AHRENS For For
2 GREGORY A. BELINFANTI For For
3 BARBARA D. BOYAN, PH.D. For For
4 DAVID FITZGERALD For For
5 JAMES G. FOSTER For For
6 TERRENCE E. GEREMSKI For For
7 TORD B. LENDAU For For
8 PETER L. WILSON For For
2. TO APPROVE, BY NON-BINDING VOTE, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
3. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE 2013
FISCAL YEAR.
CABLEVISION SYSTEMS CORPORATION
SECURITY 12686C109 MEETING TYPE Annual
TICKER SYMBOL CVC MEETING DATE 23-May-2013
ISIN US12686C1099 AGENDA 933783400 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 ZACHARY W. CARTER For For
2 THOMAS V. REIFENHEISER For For
3 JOHN R. RYAN For For
4 VINCENT TESE For For
5 LEONARD TOW For For
2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR
FISCAL YEAR 2013.
3SBIO INC.
SECURITY 88575Y105 MEETING TYPE Special
TICKER SYMBOL SSRX MEETING DATE 24-May-2013
ISIN US88575Y1055 AGENDA 933767937 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
S1 AS A SPECIAL RESOLUTION THAT THE Management For For
AGREEMENT AND PLAN OF MERGER DATED
FEBRUARY 8, 2013 (THE "ORIGINAL MERGER
AGREEMENT"), AS AMENDED BY
AMENDMENT NO. 1 TO THE AGREEMENT
AND PLAN OF MERGER, DATED AS OF APRIL
24, 2013, AMONG PARENT, MERGER SUB
AND THE COMPANY, AND THE
TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT, AND ARE HEREBY,
AUTHORIZED AND APPROVED.
S2 AS A SPECIAL RESOLUTION THAT THE Management For For
DIRECTORS OF THE COMPANY BE, AND ARE
HEREBY, AUTHORIZED TO DO ALL THINGS
NECESSARY TO GIVE EFFECT TO THE
MERGER AGREEMENT.
3 THAT THE CHAIRMAN OF THE Management For For
EXTRAORDINARY GENERAL MEETING BE
INSTRUCTED TO ADJOURN OR POSTPONE
THE EXTRAORDINARY GENERAL MEETING
IN ORDER TO ALLOW THE COMPANY TO
SOLICIT ADDITIONAL PROXIES IN THE
EVENT THAT THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE
EXTRAORDINARY GENERAL MEETING TO
PASS THE SPECIAL RESOLUTIONS TO BE
PROPOSED AT THE EXTRAORDINARY
GENERAL MEETING.
SCMP GROUP LTD
SECURITY G7867B105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-May-2013
ISIN BMG7867B1054 AGENDA 704453721 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT THE COMPANY NOTICE Non-Voting
AND PROXY FORM ARE AVAILABLE BY
CLICKING-ON THE URL LINKS:-
http://www.hkexnews.hk/listedco/listconews/SEH
K/2013/0423/LTN20130423419.pdf-AND-
http://www.hkexnews.hk/listedco/listconews/SEH
K/2013/0423/LTN20130423411.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'
FOR-ALL RESOLUTIONS. THANK YOU.
1 To adopt the Audited Financial Statements and Management For For
the Directors' Report and Independent Auditor's
Report for the year ended 31 December 2012
2 To approve the payment of a final dividend Management For For
3 To re-elect Dr. Fred Hu Zu Liu as Independent Management For For
Non-executive Director
4 To re-elect Tan Sri Dr. Khoo Kay Peng as Non- Management For For
executive Director
5 To re-elect Mr. Wong Kai Man as Independent Management For For
Non-executive Director
6 To authorise the Board to fix Directors' fee Management For For
7 To re-appoint PricewaterhouseCoopers as Management For For
Auditor and authorise the Board to fix their
remuneration
8 To grant a general mandate to the Directors to Management For For
issue shares in terms of the proposed ordinary
resolution set out in item 8 in the notice of the
meeting
9 To grant a general mandate to the Directors to Management For For
repurchase shares in terms of the proposed
ordinary resolution set out in item 9 in the notice
of the meeting
10 To grant a general mandate to the Directors to Management For For
add repurchased shares to the share issue
general mandate in terms of the proposed
ordinary resolution set out in item 10 in the notice
of the meeting
ILLUMINA, INC.
SECURITY 452327109 MEETING TYPE Annual
TICKER SYMBOL ILMN MEETING DATE 29-May-2013
ISIN US4523271090 AGENDA 933781735 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 GERALD MOLLER, PH.D.* For For
2 DAVID R. WALT, PH.D.* For For
3 R.S. EPSTEIN, M.D.# For For
2. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER
29, 2013
3. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS AS DISCLOSED IN THE PROXY
STATEMENT
4. TO APPROVE AN AMENDMENT TO THE Management Against Against
ILLUMINA, INC. 2005 STOCK AND INCENTIVE
PLAN TO INCREASE THE NUMBER OF
SHARES AVAILABLE FOR ISSUANCE BY
5,000,000 SHARES AND TO EXTEND THE
TERMINATION DATE OF THE PLAN UNTIL
JUNE 28, 2016
GRUPO MODELO SAB DE CV
SECURITY P4833F104 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 30-May-2013
ISIN MXP4833F1044 AGENDA 704519909 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO DELETION OF COMMENT. IF YOU
HAVE AL-READY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECI-DE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
I Discussion and approval its case maybe about to Management For For
matters removal from plant of Piedras Negras,
the property of the company Cerveceria De
Coahuila S.DE R.L. DE C.V. as part of
agreement with the Department of Justice of the
United States, and celebration of a perpetuity
license regarding some brands of Grupo Modelo
for distribution in the United States and other
events related to the previous resolutions
therefore
II Designation of delegates to carry out resolutions Management For For
adopted by the meeting and its case formalize as
proceed
SLM CORPORATION
SECURITY 78442P106 MEETING TYPE Annual
TICKER SYMBOL SLM MEETING DATE 30-May-2013
ISIN US78442P1066 AGENDA 933797132 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1A. ELECTION OF DIRECTOR: ANN TORRE Management For For
BATES
1B. ELECTION OF DIRECTOR: W.M. Management For For
DIEFENDERFER III
1C. ELECTION OF DIRECTOR: DIANE SUITT Management For For
GILLELAND
1D. ELECTION OF DIRECTOR: EARL A. GOODE Management For For
1E. ELECTION OF DIRECTOR: RONALD F. HUNT Management For For
1F. ELECTION OF DIRECTOR: ALBERT L. LORD Management For For
1G. ELECTION OF DIRECTOR: BARRY A. MUNITZ Management For For
1H. ELECTION OF DIRECTOR: HOWARD H. Management For For
NEWMAN
1I. ELECTION OF DIRECTOR: FRANK C. PULEO Management For For
1J. ELECTION OF DIRECTOR: WOLFGANG Management For For
SCHOELLKOPF
1K. ELECTION OF DIRECTOR: STEVEN L. Management For For
SHAPIRO
1L. ELECTION OF DIRECTOR: ANTHONY P. Management For For
TERRACCIANO
1M. ELECTION OF DIRECTOR: BARRY L. Management For For
WILLIAMS
2. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
4. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
DISCLOSURE OF LOBBYING EXPENDITURES
AND CONTRIBUTIONS.
HOT TOPIC, INC.
SECURITY 441339108 MEETING TYPE Special
TICKER SYMBOL HOTT MEETING DATE 31-May-2013
ISIN US4413391081 AGENDA 933826476 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER (THE "MERGER AGREEMENT"),
DATED AS OF MARCH 6, 2013, AMONG 212F
HOLDINGS LLC, HT MERGER SUB INC. AND
HOT TOPIC, INC., UNDER WHICH HT
MERGER SUB INC. WILL MERGE WITH AND
INTO HOT TOPIC, INC., WHICH WILL SURVIVE
THE MERGER AND BECOME AN AFFILIATE
OF 212F HOLDINGS LLC (THE "MERGER"),
AND TO APPROVE THE PRINCIPAL TERMS
OF MERGER.
2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
MERGER-RELATED COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
3. TO APPROVE 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
APPROVAL OF THE MERGER AGREEMENT
AND THE PRINCIPAL TERMS OF THE
MERGER.
MCMORAN EXPLORATION CO.
SECURITY 582411104 MEETING TYPE Special
TICKER SYMBOL MMR MEETING DATE 03-Jun-2013
ISIN US5824111042 AGENDA 933820070 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1 TO APPROVE THE PROPOSED AMENDMENT Management For For
TO ARTICLE X SECTION (K) OF THE
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION OF MCMORAN
EXPLORATION CO. TO EXCLUDE FREEPORT-
MCMORAN COPPER & GOLD INC. FROM THE
DEFINITION OF "INTERESTED
STOCKHOLDER" SOLELY FOR THE
PURPOSES OF THE TRANSACTIONS
CONTEMPLATED BY THE MERGER
AGREEMENT (AS DEFINED IN ITEM 2
BELOW).
2 TO APPROVE THE ADOPTION OF THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED
AS OF DECEMBER 5, 2012, BY AND AMONG
MCMORAN EXPLORATION CO., FREEPORT-
MCMORAN COPPER & GOLD INC., AND
INAVN CORP., ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
3 TO APPROVE THE ADJOURNMENT OF THE Management For For
MCMORAN EXPLORATION CO. SPECIAL
MEETING, IF NECESSARY OR APPROPRIATE,
IN THE VIEW OF THE MCMORAN
EXPLORATION CO. BOARD OF DIRECTORS,
TO SOLICIT ADDITIONAL PROXIES IN FAVOR
OF THE CHARTER AMENDMENT PROPOSAL
OR THE MERGER PROPOSAL IF THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF
SUCH ADJOURNMENT TO APPROVE EITHER
PROPOSAL.
VIRGIN MEDIA INC
SECURITY 92769L101 MEETING TYPE Special
TICKER SYMBOL VMED MEETING DATE 04-Jun-2013
ISIN US92769L1017 AGENDA 933821678 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. PROPOSAL TO ADOPT THE MERGER Management For For
AGREEMENT, DATED AS OF FEBRUARY 5,
2013, AS AMENDED FROM TIME TO TIME,
WITH LIBERTY GLOBAL, INC. AND CERTAIN
AFFILIATES.
2. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against
NON-BINDING BASIS, THE COMPENSATION
THAT MAY BE PAID OR BECOME PAYABLE
TO VIRGIN MEDIA'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
VIRGIN MEDIA MERGERS PROVIDED FOR IN
THE MERGER AGREEMENT.
3. PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING TO A LATER DATE IF THERE ARE
INSUFFICIENT VOTES TO APPROVE
PROPOSAL 1 AT THE TIME OF THE SPECIAL
MEETING.
T-MOBILE US, INC.
SECURITY 872590104 MEETING TYPE Annual
TICKER SYMBOL TMUS MEETING DATE 04-Jun-2013
ISIN US8725901040 AGENDA 933828254 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. DIRECTOR Management
1 W. MICHAEL BARNES For For
2 SRIKANT DATAR For For
3 LAWRENCE H. GUFFEY For For
4 TIMOTHEUS HOTTGES For For
5 RAPHAEL KUBLER For For
6 THORSTEN LANGHEIM For For
7 JOHN J. LEGERE For For
8 RENE OBERMANN For For
9 JAMES N. PERRY, JR. For For
10 TERESA A. TAYLOR For For
11 KELVIN R. WESTBROOK For For
2. RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2013.
3. APPROVAL OF THE T-MOBILE US, INC. 2013 Management Against Against
OMNIBUS INCENTIVE PLAN.
AMERISTAR CASINOS, INC.
SECURITY 03070Q101 MEETING TYPE Annual
TICKER SYMBOL ASCA MEETING DATE 05-Jun-2013
ISIN US03070Q1013 AGENDA 933818633 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. DIRECTOR Management
1 CARL BROOKS For For
2 GORDON R. KANOFSKY For For
3 J. WILLIAM RICHARDSON For For
2. PROPOSAL TO RATIFY THE SELECTION OF Management For For
THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
3. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against
BASIS, THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS
AS DISCLOSED IN THE PROXY STATEMENT.
AMC NETWORKS INC
SECURITY 00164V103 MEETING TYPE Annual
TICKER SYMBOL AMCX MEETING DATE 06-Jun-2013
ISIN US00164V1035 AGENDA 933804165 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. DIRECTOR Management
1 NEIL M. ASHE For For
2 ALAN D. SCHWARTZ For For
3 LEONARD TOW For For
4 CARL E. VOGEL For For
5 ROBERT C. WRIGHT For For
2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR
FISCAL YEAR 2013
SYNAGEVA BIOPHARMA CORP.
SECURITY 87159A103 MEETING TYPE Annual
TICKER SYMBOL GEVA MEETING DATE 06-Jun-2013
ISIN US87159A1034 AGENDA 933808517 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. DIRECTOR Management
1 SANJ K. PATEL For For
2 FELIX J. BAKER For For
3 STEPHEN R. BIGGAR For For
4 STEPHEN R. DAVIS For For
5 THOMAS R. MALLEY For For
6 BARRY QUART For For
7 THOMAS J. TISCH For For
8 PETER WIRTH For For
2. APPROVAL OF A NON-BINDING ADVISORY Management Abstain Against
VOTE ON COMPENSATION PAID TO
SYNAGEVA'S NAMED EXECUTIVE OFFICERS.
3. APPROVAL OF A NON-BINDING ADVISORY Management Abstain Against
VOTE ON THE FREQUENCY OF FUTURE
ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
4. APPROVAL OF THE AMENDMENTS TO Management Abstain Against
SYNAGEVA'S 2005 STOCK PLAN, INCLUDING
TO INCREASE THE NUMBER OF SHARES
AVAILABLE FOR ISSUANCE BY 1,500,000
SHARES (SUBJECT TO ADJUSTMENT IS THE
EVENT OF STOCK SPLITS AND EITHER
SIMILAR EVENTS).
5. RATIFICATION OF APPOINTMENT BY THE Management For For
BOARD OF DIRECTORS OF
PRICEWATERHOUSECOOPERS LLP AS
SYNAGEVA'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
DTS, INC.
SECURITY 23335C101 MEETING TYPE Annual
TICKER SYMBOL DTSI MEETING DATE 06-Jun-2013
ISIN US23335C1018 AGENDA 933823393 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. DIRECTOR Management
1 CRAIG S. ANDREWS For For
2 L. GREGORY BALLARD For For
3 BRADFORD D. DUEA For For
2. TO APPROVE THE DTS, INC. 2013 EMPLOYEE Management For For
STOCK PURCHASE PLAN.
3. TO APPROVE THE DTS, INC. 2013 FOREIGN Management For For
SUBSIDIARY EMPLOYEE STOCK PURCHASE
PLAN.
4. SAY ON PAY - AN ADVISORY VOTE ON THE Management Abstain Against
APPROVAL OF EXECUTIVE COMPENSATION.
5. TO RATIFY AND APPROVE GRANT Management For For
THORNTON, LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS OF
THE COMPANY FOR FISCAL YEAR 2013.
WESTERNZAGROS RESOURCES LTD.
SECURITY 960008100 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL WZGRF MEETING DATE 06-Jun-2013
ISIN CA9600081009 AGENDA 933826111 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 DAVID J. BOONE For For
2 FRED J. DYMENT For For
3 JOHN FRANGOS For For
4 M. SIMON HATFIELD For For
5 JAMES C. HOUCK For For
6 JOHN M. HOWLAND For For
7 RANDALL OLIPHANT For For
8 ERIC STOERR For For
9 WILLIAM WALLACE For For
02 ON THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS 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 ACCOMPANYING
INFORMATION CIRCULAR OF THE
CORPORATION.
04 ON THE EXTENSION OF THE Management Against Against
CORPORATION'S SHAREHOLDER RIGHTS
PLAN AND APPROVAL OF AN AMENDED AND
RESTATED SHAREHOLDER RIGHTS PLAN
AGREEMENT AS SET FORTH IN THE
ACCOMPANYING INFORMATION CIRCULAR
OF THE CORPORATION.
05 ON THE CONFIRMATION OF AN ADDITIONAL Management Against Against
BY-LAW OF THE CORPORATION PROVIDING
FOR ADVANCE NOTICE OF DIRECTOR
NOMINATIONS AS SET FORTH IN THE
ACCOMPANYING INFORMATION CIRCULAR
OF THE CORPORATION.
GRUPO MODELO SAB DE CV
SECURITY P4833F104 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 07-Jun-2013
ISIN MXP4833F1044 AGENDA 704576745 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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CMMT PLEASE NOTE THAT THIS IS AN Non-Voting
AMENDMENT TO MEETING ID 201288 DUE TO
POSTPONEMENT-OF THE MEETING DATE
FROM 30 MAY 2013 TO 07 JUN 2013 AND
CHANGE IN RECORD DATE-FROM 22 MAY
2013 TO 30 MAY 2013. ALL VOTES RECEIVED
ON THE PREVIOUS MEETING W-ILL BE
DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE.
THA-NK YOU.
1 Discussion and approval its case maybe about to Management For For
matters removal from plant of Piedras Negras,
the property of the company Cerveceria De
Coahuila S.DE R.L. DE C.V. as part of
agreement with the Department of Justice of the
United States, and celebration of a perpetuity
license regarding some brands of Grupo Modelo
for distribution in the United States and other
events related to the previous resolutions
therefore
2 Designation of delegates to carry out resolutions Management For For
adopted by the meeting and its case formalize as
proceed
JAGUAR MINING INC.
SECURITY 47009M103 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL JAG MEETING DATE 10-Jun-2013
ISIN CA47009M1032 AGENDA 933825018 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 GEORGE BEE For For
2 RICHARD D. FALCONER For For
3 FREDERICK W. HERMANN For For
4 LUIS R. MIRAGLIA For For
5 DAVID M. PETROFF For For
6 EDWARD V. REESER For For
7 DERRICK WEYRAUCH For For
02 REAPPOINTMENT OF KPMG LLP AS Management For For
AUDITORS AND AUTHORIZATION OF THE
DIRECTORS TO FIX THE REMUNERATION OF
THE AUDITORS.
03 CONSIDER AND, IF DEEMED APPROPRIATE, Management Against Against
PASS AN ORDINARY RESOLUTION (THE
FULL TEXT OF WHICH IS SET OUT IN THE
ACCOMPANYING MANAGEMENT
INFORMATION CIRCULAR) APPROVING,
RATIFYING AND CONFIRMING AN
AMENDMENT TO BY-LAW NUMBER 2 OF THE
CORPORATION TO ADD AN ADVANCE
NOTICE REQUIREMENT FOR NOMINATIONS
OF DIRECTORS BY SHAREHOLDERS IN
CERTAIN CIRCUMSTANCES.
04 CONSIDER AND, IF DEEMED APPROPRIATE, Management Against Against
PASS AN ORDINARY RESOLUTION (THE
FULL TEXT OF WHICH IS SET OUT IN THE
ACCOMPANYING MANAGEMENT
INFORMATION CIRCULAR) APPROVING,
RATIFYING AND CONFIRMING THE
SHAREHOLDER RIGHTS PLAN AGREEMENT
OF THE CORPORATION.
SOFTCHOICE CORPORATION
SECURITY 83401X108 MEETING TYPE Special
TICKER SYMBOL SFCJF MEETING DATE 10-Jun-2013
ISIN CA83401X1087 AGENDA 933827618 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 A SPECIAL RESOLUTION, THE FULL TEXT OF Management For For
WHICH IS SET FORTH IN APPENDIX A TO
THE MANAGEMENT INFORMATION
CIRCULAR OF SOFTCHOICE CORPORATION
DATED MAY 10, 2013 (THE "INFORMATION
CIRCULAR"), APPROVING AN
ARRANGEMENT UNDER SECTION 192 OF
THE CANADA BUSINESS CORPORATIONS
ACT, ALL AS MORE PARTICULARLY
DESCRIBED IN THE INFORMATION
CIRCULAR.
RHOEN KLINIKUM AG, BAD NEUSTADT
SECURITY D6530N119 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 12-Jun-2013
ISIN DE0007042301 AGENDA 704510987 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC 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 Non-Voting
DATE FOR THIS MEETING IS 22 MAY 2013,
WHEREAS-THE MEETING HAS BEEN SETUP
USING THE ACTUAL RECORD DATE-1
BUSINESS DAY. THIS-IS DONE TO ENSURE
THAT ALL POSITIONS REPORTED ARE IN
CONCURRENCE WITH THE GERM-AN LAW.
THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED Non-Voting
UNTIL 28 MAY 2013. FURTHER INFORMATION
ON C-OUNTER PROPOSALS CAN BE FOUND
DIRECTLY ON THE ISSUER'S WEBSITE
(PLEASE REFER T-O THE MATERIAL URL
SECTION OF THE APPLICATION). IF YOU
WISH TO ACT ON THESE IT-EMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND
AND VOTE YOUR SHARES DIRECTLY A-T
THE COMPANY'S MEETING. COUNTER
PROPOSALS CANNOT BE REFLECTED IN
THE BALLOT O-N PROXYEDGE.
1. Presentation of the approved Annual Financial Non-Voting
Statements and the Consolidated-Financial
Statements for the year ended 31 December
2012, as well as the Manag-ement Reports on
the situation of the Company and of the Group for
financial y-ear 2012 (including the notes on the
disclosures pursuant to sections 289 (4)-and (5),
315 (4) of the German Commercial Code
(Handelsgesetzbuch, HGB), respe-ctively, for
financial year 2012) and the Report of the
Supervisory Board for-financial year 2012
2. Resolution on the appropriation of the net Management No Action
distributable profit
3.1 Resolution on formal approval of the actions of Management No Action
the member of the Board of Management for
financial year 2012: Martin Siebert
3.2 Resolution on formal approval of the actions of Management No Action
the member of the Board of Management for
financial year 2012: Wolfgang Pfoehler
3.3 Resolution on formal approval of the actions of Management No Action
the member of the Board of Management for
financial year 2012: Volker Feldkamp
3.4 Resolution on formal approval of the actions of Management No Action
the member of the Board of Management for
financial year 2012: Erik Hamann
3.5 Resolution on formal approval of the actions of Management No Action
the member of the Board of Management for
financial year 2012: Martin Menger
3.6 Resolution on formal approval of the actions of Management No Action
the member of the Board of Management for
financial year 2012: Jens-Peter Neumann
3.7 Resolution on formal approval of the actions of Management No Action
the member of the Board of Management for
financial year 2012: Irmgard Stippler
4.1 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Eugen Muench
4.2 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Joachim Lueddecke
4.3 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Wolfgang Muendel
4.4 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Peter Berghoefer
4.5 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Bettina Boettcher
4.6 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Sylvia Buehler
4.7 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Helmut Buehner
4.8 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Gerhard Ehninger
4.9 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Stefan Haertel
4.10 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Caspar Von Hauenschild
4.11 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Detlef Klimpe
4.12 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Heinz Korte
4.13 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Karl W. Lauterbach
4.14 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Michael Mendel
4.15 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Ruediger Merz
4.16 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Brigitte Mohn
4.17 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Annett Mueller
4.18 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Jens-Peter Neumann
4.19 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Werner Prange
4.20 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Jan Schmitt
4.21 Resolution on formal approval of the actions of Management No Action
the member of the Supervisory Board for
financial year 2012: Georg Schulze-Ziehaus
5. Resolution on the election to the Supervisory Management No Action
Board: Dr. Heinz Korte
6. Election of the statutory auditor for the financial Management No Action
year 2013: PricewaterhouseCoopers
Aktiengesellschaft
7. Resolution on Amendment to the Articles of Registration No Action
Association by Deletion of Section 17 (4), 1st
Sub-paragraph
THE PEP BOYS - MANNY, MOE & JACK
SECURITY 713278109 MEETING TYPE Annual
TICKER SYMBOL PBY MEETING DATE 12-Jun-2013
ISIN US7132781094 AGENDA 933805674 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1A. ELECTION OF DIRECTOR: JANE SCACCETTI Management For For
1B. ELECTION OF DIRECTOR: JOHN T. Management For For
SWEETWOOD
1C. ELECTION OF DIRECTOR: M. SHAN ATKINS Management For For
1D. ELECTION OF DIRECTOR: ROBERT H. HOTZ Management For For
1E. ELECTION OF DIRECTOR: JAMES A. Management For For
MITAROTONDA
1F. ELECTION OF DIRECTOR: NICK WHITE Management For For
1G. ELECTION OF DIRECTOR: MICHAEL R. Management For For
ODELL
1H. ELECTION OF DIRECTOR: ROBERT Management For For
ROSENBLATT
1I. ELECTION OF DIRECTOR: ANDREA M. WEISS Management For For
2. AN ADVISORY RESOLUTION ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. THE RATIFICATION OF THE APPOINTMENT Management For For
OF OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
MGM RESORTS INTERNATIONAL
SECURITY 552953101 MEETING TYPE Annual
TICKER SYMBOL MGM MEETING DATE 12-Jun-2013
ISIN US5529531015 AGENDA 933810257 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. DIRECTOR Management
1 ROBERT H. BALDWIN For For
2 WILLIAM A. BIBLE For For
3 BURTON M. COHEN For For
4 WILLIE D. DAVIS For For
5 WILLIAM W. GROUNDS For For
6 ALEXIS M. HERMAN For For
7 ROLAND HERNANDEZ For For
8 ANTHONY MANDEKIC For For
9 ROSE MCKINNEY JAMES For For
10 JAMES J. MURREN For For
11 GREGORY M. SPIERKEL For For
12 DANIEL J. TAYLOR For For
2. TO RATIFY THE SELECTION OF THE Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2013.
3. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
4. TO RE-APPROVE THE MATERIAL TERMS OF Management For For
THE PERFORMANCE GOALS UNDER THE
AMENDED AND RESTATED 2005 OMNIBUS
INCENTIVE PLAN.
MENTOR GRAPHICS CORPORATION
SECURITY 587200106 MEETING TYPE Annual
TICKER SYMBOL MENT MEETING DATE 12-Jun-2013
ISIN US5872001061 AGENDA 933822199 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. DIRECTOR Management
1 KEITH L. BARNES For For
2 PETER L. BONFIELD For For
3 GREGORY K. HINCKLEY For For
4 J. DANIEL MCCRANIE For For
5 KEVIN C. MCDONOUGH For For
6 PATRICK B. MCMANUS For For
7 WALDEN C. RHINES For For
8 DAVID S. SCHECHTER For For
2. SHAREHOLDER ADVISORY VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION.
3. SHAREHOLDER PROPOSAL REGARDING Shareholder For N/A
MAJORITY VOTING FOR THE ELECTION OF
DIRECTORS.
4. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR ITS FISCAL YEAR
ENDING JANUARY 31, 2014.
ASSET ACCEPTANCE CAPITAL CORP.
SECURITY 04543P100 MEETING TYPE Special
TICKER SYMBOL AACC MEETING DATE 13-Jun-2013
ISIN US04543P1003 AGENDA 933825070 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 APPROVAL AND ADOPTION OF THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED
AS OF MARCH 6, 2013 (THE "MERGER
AGREEMENT"), BY AND AMONG AACC,
ENCORE CAPITAL GROUP, INC., A
DELAWARE CORPORATION ("ENCORE"), AND
PINNACLE SUB, INC., A DELAWARE
CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF ENCORE ("MERGER SUB"),
ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
2 THE ADVISORY (NON-BINDING) APPROVAL Management Abstain Against
OF CERTAIN "GOLDEN PARACHUTE"
COMPENSATION PAYABLE TO AACC NAMED
EXECUTIVE OFFICERS WHICH IS RELATED
TO THE MERGER.
3 APPROVAL OF ANY ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING,
IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING (OR ANY
ADJOURNMENT OR POSTPONEMENT
THEREOF) TO ADOPT THE MERGER
AGREEMENT.
PARMALAT SPA, COLLECCHIO
SECURITY T7S73M107 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 14-Jun-2013
ISIN IT0003826473 AGENDA 704506091 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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CMMT PLEASE NOTE THAT THIS IS AN Non-Voting
AMENDMENT TO MEETING ID 188715 DUE TO
POSTPONEMENT-OF THE MEETING DATE
FROM 17 MAY 2013 TO 14 JUNE 2013 AND
ADDITION OF RESOLUTI-ON. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WIL-L
NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT THE ITALIAN Non-Voting
LANGUAGE AGENDA IS AVAILABLE BY
CLICKING ON THE U-RL LINK:
https://materials.proxyvote.com/Approved/99999
Z/19840101/NPS_168664.P-DF
1 Approval of the statement of financial position, Management Against Against
income statement and accompanying notes at
December 31, 2012 and the related Report on
Operations. Motion for the appropriation of the
year's net profit. Review of the Report of the
Board of Statutory Auditors. Pertinent and related
resolutions
2 Decision on the substitution of the Member of the Management Abstain Against
Board of Directors Antonio Sala. Pertinent and
related resolutions
3 Decision on the substitution of the Effective Management Abstain Against
Statutory Auditor Roberto Cravero. Pertinent and
related resolutions
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO MODIFICATION IN THE TEXT OF
RESOLUT-ION 3. 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.
ELAN CORPORATION, PLC
SECURITY 284131208 MEETING TYPE Contested-Special
TICKER SYMBOL ELN MEETING DATE 17-Jun-2013
ISIN US2841312083 AGENDA 933838661 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO AUTHORIZE THE COMPANY TO ENTER Management Against Against
INTO THE THERAVANCE TRANSACTION AS
SET OUT IN THE CIRCULAR TO ELAN
SHAREHOLDERS DATED 24 MAY 2013.
2. TO AUTHORIZE THE COMPANY TO ENTER Management Against Against
INTO THE AOP TRANSACTION AS SET OUT
IN THE CIRCULAR TO ELAN SHAREHOLDERS
DATED 24 MAY 2013.
3. TO AUTHORIZE THE COMPANY TO ENTER Management Against Against
INTO THE ELND005 TRANSACTION AS SET
OUT IN THE CIRCULAR TO ELAN
SHAREHOLDERS DATED 24 MAY 2013.
4. TO AUTHORIZE THE COMPANY TO ENTER Management Against Against
INTO THE SHARE REPURCHASE PROGRAM
AS SET OUT IN THE CIRCULAR TO ELAN
SHAREHOLDERS DATED 24 MAY 2013.
CHINA HUIYUAN JUICE GROUP LTD
SECURITY G21123107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 18-Jun-2013
ISIN KYG211231074 AGENDA 704513084 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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CMMT PLEASE NOTE THAT THE COMPANY NOTICE Non-Voting
AND PROXY FORM ARE AVAILABLE BY
CLICKING-ON THE URL LINKS:-
http://www.hkexnews.hk/listedco/listconews/sehk/
2013/0516/LTN20130516295.pdf-AND-
http://www.hkexnews.hk/listedco/listconews/sehk/
2013/0516/LTN20130516287.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting
ALLOWED TO VOTE 'IN FAVOR' OR
'AGAINST'-ONLY FOR ALL RESOLUTIONS.
THANK YOU.
1 To receive, consider and approve the audited Management For For
financial statements and the reports of directors
and auditors for the year ended 31 December
2012
2a To re-elect Mr. Jiang Xu as director and authorize Management For For
the board of directors of the Company to fix his
remuneration
2b To re-elect Mr. Andrew Y. Yan as director and Management For For
authorize the board of directors of the Company
to fix his remuneration
2c To re-elect Mr. Song Quanhou as director and Management For For
authorize the board of directors of the Company
to fix his remuneration
3 To re-appoint PricewaterhouseCoopers as the Management For For
auditors and authorize the board of directors of
the Company to fix their remuneration
4 Ordinary resolution No. 4 set out in the notice of Management For For
Annual General Meeting (to give general
mandate to the directors to repurchase shares in
the Company not exceeding 10% of the issued
share capital of the Company)
5 Ordinary resolution No. 5 set out in the notice of Management For For
Annual General Meeting (to give a general
mandate to the director to allot, issue and deal
with additional shares not exceeding 20% of the
issued share capital of the Company)
6 Ordinary resolution No. 6 set out in the notice of Management For For
Annual General Meeting (to give a general
mandate to extend the general mandate to the
directors to allot, issue and deal with additional
shares in the Company to include the nominal
amount of shares repurchased under resolution
No. 4, if passed)
NETSPEND HOLDINGS, INC (NTSP)
SECURITY 64118V106 MEETING TYPE Special
TICKER SYMBOL NTSP MEETING DATE 18-Jun-2013
ISIN US64118V1061 AGENDA 933807945 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF FEBRUARY 19, 2013,
BY AND AMONG TOTAL SYSTEM SERVICES,
INC., GENERAL MERGER SUB, INC. AND
NETSPEND HOLDINGS, INC., AS IT MAY BE
AMENDED FROM TIME TO TIME.
2. TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, INCLUDING
TO SOLICIT ADDITIONAL VOTES IN FAVOR
OF THE PROPOSAL TO ADOPT THE
AGREEMENT AND PLAN OF MERGER, IF
THERE ARE INSUFFICIENT VOTES TO ADOPT
THE AGREEMENT AND PLAN OF MERGER AT
THE TIME OF THE SPECIAL MEETING.
3. TO APPROVE A NON-BINDING ADVISORY Management Abstain Against
PROPOSAL TO APPROVE CERTAIN
AGREEMENTS WITH, AND ITEMS OF
COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO, NETSPEND
HOLDINGS, INC.'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER CONTEMPLATED BY THE
AGREEMENT AND PLAN OF MERGER.
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD
SECURITY G0534R108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 19-Jun-2013
ISIN BMG0534R1088 AGENDA 704570123 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting
ALLOWED TO VOTE 'IN FAVOR' OR
'AGAINST'-ONLY FOR ALL RESOLUTIONS.
THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE Non-Voting
AND PROXY FORM ARE AVAILABLE BY
CLICKING-ON THE URL LINKS:-
http://www.hkexnews.hk/listedco/listconews/sehk/
2013/0515/LTN20130515195.pdf-AND-
http://www.hkexnews.hk/listedco/listconews/sehk/
2013/0515/LTN20130515207.pdf
1 To receive and approve the audited consolidated Management For For
financial statements for the year ended 31
December 2012 and the reports of the Directors
and auditor thereon
2 To declare a final dividend of HKD 0.80 per share Management For For
and a special dividend of HKD 1.00 per share for
the year ended 31 December 2012
3.a To re-elect Mr. Ju Wei Min as a Director Management For For
3.b To re-elect Mr. Luo Ning as a Director Management For For
3.c To re-elect Mr. James Watkins as a Director Management For For
3.d To re-elect Mr. Lee Hoi Yin Stephen as a Director Management For For
3.e To re-elect Mr. Kenneth McKelvie as a Director Management For For
3.f To re-elect Ms. Wong Hung Hung Maura as a Management For For
Director
3.g To authorise the Board to fix the remuneration of Management For For
the directors
4 To re-appoint PricewaterhouseCoopers as Management For For
auditor of the Company and authorise the Board
to fix their remuneration for the year ending 31
December 2013
5 To grant a general mandate to the Directors to Management For For
allot, issue and dispose of new shares in the
capital of the Company
6 To grant a general mandate to the Directors to Management For For
repurchase shares of the Company
7 To extend, conditional upon the passing of Management For For
Resolutions (5) and (6), the general mandate to
allot, issue and dispose of new shares by adding
the number of shares repurchased
NATIONAL FINANCIAL PARTNERS CORP.
SECURITY 63607P208 MEETING TYPE Special
TICKER SYMBOL NFP MEETING DATE 19-Jun-2013
ISIN US63607P2083 AGENDA 933831857 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. THE PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER (THE
"MERGER AGREEMENT"), DATED AS OF
APRIL 14, 2013, BY AND AMONG NATIONAL
FINANCIAL PARTNERS CORP. ("NFP"),
PATRIOT PARENT CORP. AND PATRIOT
MERGER CORP.
2. THE PROPOSAL TO APPROVE, BY A NON- Management Abstain Against
BINDING ADVISORY VOTE, THE SPECIFIED
COMPENSATION ARRANGEMENTS
DISCLOSED IN THE PROXY STATEMENT
THAT MAY BE PAYABLE TO NFP'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE CONSUMMATION OF THE
MERGER.
3. THE PROPOSAL TO APPROVE THE Management For For
ADJOURNMENT OF THE SPECIAL MEETING,
IF NECESSARY OR APPROPRIATE IN THE
VIEW OF THE NFP BOARD OF DIRECTORS,
TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES AT THE TIME
OF THE SPECIAL MEETING TO ADOPT THE
MERGER AGREEMENT.
HERITAGE OIL PLC, ST HELIER
SECURITY G4509M102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Jun-2013
ISIN JE00B2Q4TN56 AGENDA 704531525 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1 To receive the Directors' Report and the financial Management For For
statements of the Company for the year ended
31 December 2012, together with the report of
the auditors
2 To approve the Directors' Remuneration Report Management For For
contained in the financial statements and reports
of the Company for the year ended 31 December
2012
3 To re-appoint KPMG Audit Plc as auditors of the Management For For
Company
4 To authorise the Directors to determine the Management For For
remuneration of the auditors
5 To re-elect Michael Hibberd as a Director of the Management For For
Company
6 To re-elect Anthony Buckingham as a Director of Management For For
the Company
7 To re-elect Paul Atherton as a Director of the Management For For
Company
8 To re-elect Sir Michael Wilkes as a Director of the Management For For
Company
9 To re-elect John McLeod as a Director of the Management For For
Company
10 To re-elect Gregory Turnbull QC as a Director of Management For For
the Company
11 To re-elect Carmen Rodriguez as a Director of Management For For
the Company
12 To re-elect Mark Erwin as a Director of the Management For For
Company
13 To approve the waiver granted by the Panel Management For For
14 To renew the authority conferred on the Directors Management For For
by Article 10.4 of the Articles of Association of the
Company
15 Dis-application of pre-emption rights Management Against Against
16 To authorise the Company to purchase its own Management For For
shares
17 To approve the amendments to the Company's Management For For
Articles of Association
URANIUM ONE INC.
SECURITY 91701P105 MEETING TYPE Annual
TICKER SYMBOL SXRZF MEETING DATE 21-Jun-2013
ISIN CA91701P1053 AGENDA 933836516 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
01 DIRECTOR Management
1 IAN TELFER For For
2 ANDREW ADAMS For For
3 PETER BOWIE For For
4 VADIM JIVOV For For
5 D. JEAN NORTIER For For
6 CHRISTOPHER SATTLER For For
7 PHILLIP SHIRVINGTON For For
8 KENNETH WILLIAMSON For For
9 ILYA YAMPOLSKIY For For
02 APPOINTMENT OF KPMG LLP, CHARTERED Management For For
ACCOUNTANTS AS AUDITORS OF THE
CORPORATION FOR THE ENSUING YEAR,
AND TO AUTHORIZE THE DIRECTORS TO FIX
THEIR REMUNERATION.
PALOMAR MEDICAL TECHNOLOGIES, INC.
SECURITY 697529303 MEETING TYPE Special
TICKER SYMBOL PMTI MEETING DATE 24-Jun-2013
ISIN US6975293035 AGENDA 933841618 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO ADOPT THE MERGER AGREEMENT Management For For
2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, THE COMPENSATION THAT
MAY BE PAID OR BECOME PAYABLE TO
PALOMAR'S NAMED EXECUTIVE OFFICERS
IN CONNECTION WITH THE MERGER
3. TO ADJOURN THE PALOMAR SPECIAL Management For For
MEETING
YAHOO! INC.
SECURITY 984332106 MEETING TYPE Annual
TICKER SYMBOL YHOO MEETING DATE 25-Jun-2013
ISIN US9843321061 AGENDA 933818544 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: JOHN D. HAYES Management For For
1B. ELECTION OF DIRECTOR: SUSAN M. JAMES Management For For
1C. ELECTION OF DIRECTOR: MAX R. LEVCHIN Management For For
1D. ELECTION OF DIRECTOR: PETER LIGUORI Management For For
1E. ELECTION OF DIRECTOR: DANIEL S. LOEB Management For For
1F. ELECTION OF DIRECTOR: MARISSA A. Management For For
MAYER
1G. ELECTION OF DIRECTOR: THOMAS J. Management For For
MCINERNEY
1H. ELECTION OF DIRECTOR: MAYNARD G. Management For For
WEBB, JR.
1I. ELECTION OF DIRECTOR: HARRY J. WILSON Management For For
1J. ELECTION OF DIRECTOR: MICHAEL J. WOLF Management For For
2. APPROVAL, ON AN ADVISORY BASIS, OF Management Abstain Against
THE COMPANY'S EXECUTIVE
COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
4. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
SOCIAL RESPONSIBILITY REPORT, IF
PROPERLY PRESENTED AT THE ANNUAL
MEETING.
5. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
POLITICAL DISCLOSURE AND
ACCOUNTABILITY, IF PROPERLY
PRESENTED AT THE ANNUAL MEETING.
7 DAYS GROUP HOLDINGS LIMITED
SECURITY 81783J101 MEETING TYPE Special
TICKER SYMBOL SVN MEETING DATE 26-Jun-2013
ISIN US81783J1016 AGENDA 933846656 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
S1 AS A SPECIAL RESOLUTION, THE Management For For
AGREEMENT AND PLAN OF MERGER DATED
FEBRUARY 28, 2013 (THE "MERGER
AGREEMENT") BY AND AMONG KEYSTONE
LODGING HOLDINGS LIMITED ("HOLDCO"),
KEYSTONE LODGING COMPANY LIMITED
("PARENT"), KEYSTONE LODGING
ACQUISITION LIMITED, ("MERGER SUB") AND
THE COMPANY, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
S2 AS A SPECIAL RESOLUTION, EACH OF THE Management For For
MEMBERS OF THE SPECIAL COMMITTEE OF
THE BOARD OF DIRECTORS OF THE
COMPANY AND THE CHIEF FINANCIAL
OFFICER OF THE COMPANY BE
AUTHORIZED TO DO ALL THINGS
NECESSARY TO GIVE EFFECT TO THE
MERGER AGREEMENT.
O3 AS AN ORDINARY RESOLUTION, THE Management For For
CHAIRMAN OF THE MEETING BE
INSTRUCTED TO ADJOURN OR POSTPONE
EXTRAORDINARY GENERAL MEETING IN
ORDER TO ALLOW COMPANY TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THAT
THERE ARE INSUFFICIENT PROXIES
RECEIVED AT THE TIME OF THE
EXTRAORDINARY GENERAL MEETING TO
PASS THE SPECIAL RESOLUTIONS TO BE
PROPOSED AT THE EXTRAORDINARY
GENERAL MEETING.
LUFKIN INDUSTRIES, INC.
SECURITY 549764108 MEETING TYPE Special
TICKER SYMBOL LUFK MEETING DATE 27-Jun-2013
ISIN US5497641085 AGENDA 933842812 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF APRIL 5, 2013, BY
AND AMONG GENERAL ELECTRIC
COMPANY, RED ACQUISITION, INC., AND
LUFKIN INDUSTRIES, INC., AS SUCH
AGREEMENT MAY BE AMENDED FROM TIME
TO TIME
2. TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE MEETING TO
APPROVE THE MERGER AGREEMENT
3. TO APPROVE, ON A NON-BINDING, Management For For
ADVISORY BASIS, THE COMPENSATION
THAT MAY BE PAID OR BECOME PAYABLE
TO LUFKIN INDUSTRIES, INC.'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER
ORIENT-EXPRESS HOTELS LTD.
SECURITY G67743107 MEETING TYPE Annual
TICKER SYMBOL OEH MEETING DATE 28-Jun-2013
ISIN BMG677431071 AGENDA 933824383 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------------------- ----------- -------------- -----------
1. DIRECTOR Management
1 HARSHA V. AGADI Withheld Against
2 JOHN D. CAMPBELL Withheld Against
3 ROLAND A. HERNANDEZ For For
4 MITCHELL C. HOCHBERG Withheld Against
5 RUTH A. KENNEDY Withheld Against
6 PRUDENCE M. LEITH Withheld Against
7 GEORG R. RAFAEL Withheld Against
8 JOHN M. SCOTT III For For
2. APPOINTMENT OF DELOITTE LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM, AND
AUTHORIZATION OF THE AUDIT COMMITTEE
TO FIX ACCOUNTING FIRM'S REMUNERATION.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant The GDL Fund
By (Signature and Title) */s/ Bruce N. Alpert
--------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date 8/06/2013
* Print the name and title of each signing officer under his or her
signature.