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: 811-05620
THE ZWEIG TOTAL RETURN FUND, INC.
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(exact name of registrant as specified in charter)
101 Munson Street, Greenfield, MA 01301
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(Address of principal executive offices)
William Renahan, Esq., Virtus Investment Partners, Inc. 100 Pearl Street,
Hartford, CT 06103
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(Name and Address of agent for service)
Registrant's telephone number, including area code: 800-243-1574
Date of Fiscal Year End: 12/31
Date of Reporting Period: 07/01/2012 - 06/30/2013
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-05620
Reporting Period: 07/01/2012 - 06/30/2013
Zweig Total Return Fund Inc
========================= Zweig Total Return Fund, Inc =========================
ABBOTT LABORATORIES
Ticker: ABT Security ID: 002824100
Meeting Date: APR 26, 2013 Meeting Type: Annual
Record Date: FEB 27, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Alpern For For Management
1.2 Elect Director Roxanne S. Austin For For Management
1.3 Elect Director Sally E. Blount For For Management
1.4 Elect Director W. James Farrell For For Management
1.5 Elect Director Edward M. Liddy For For Management
1.6 Elect Director Nancy McKinstry For For Management
1.7 Elect Director Phebe N. Novakovic For For Management
1.8 Elect Director William A. Osborn For For Management
1.9 Elect Director Samuel C. Scott, III For For Management
1.10 Elect Director Glenn F. Tilton For For Management
1.11 Elect Director Miles D. White For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Label and Eliminate GMO Ingredients in Against Against Shareholder
Products
5 Report on Lobbying Payments and Policy Against For Shareholder
6 Require Independent Board Chairman Against Against Shareholder
7 Stock Retention/Holding Period Against For Shareholder
8 Cease Compliance Adjustments to Against For Shareholder
Performance Criteria
9 Pro-rata Vesting of Equity Awards Against For Shareholder
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ABBVIE INC.
Ticker: ABBV Security ID: 00287Y109
Meeting Date: MAY 06, 2013 Meeting Type: Annual
Record Date: MAR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William H.L. Burnside For For Management
1.2 Elect Director Edward J. Rapp For For Management
1.3 Elect Director Roy S. Roberts For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Approve Omnibus Stock Plan For For Management
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AFLAC INCORPORATED
Ticker: AFL Security ID: 001055102
Meeting Date: MAY 06, 2013 Meeting Type: Annual
Record Date: FEB 27, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Daniel P. Amos For For Management
1b Elect Director John Shelby Amos, II For For Management
1c Elect Director Paul S. Amos, II For For Management
1d Elect Director W. Paul Bowers For For Management
1e Elect Director Kriss Cloninger, III For For Management
1f Elect Director Elizabeth J. Hudson For For Management
1g Elect Director Douglas W. Johnson For For Management
1h Elect Director Robert B. Johnson For For Management
1i Elect Director Charles B. Knapp For For Management
1j Elect Director E. Stephen Purdom For For Management
1k Elect Director Barbara K. Rimer For For Management
1l Elect Director Melvin T. Stith For For Management
1m Elect Director David Gary Thompson For For Management
1n Elect Director Takuro Yoshida For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
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ALASKA AIR GROUP, INC.
Ticker: ALK Security ID: 011659109
Meeting Date: MAY 21, 2013 Meeting Type: Annual
Record Date: MAR 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William S. Ayer For For Management
1.2 Elect Director Patricia M. Bedient For For Management
1.3 Elect Director Marion C. Blakey For For Management
1.4 Elect Director Phyllis J. Campbell For For Management
1.5 Elect Director Jessie J. Knight, Jr. For For Management
1.6 Elect Director R. Marc Langland For For Management
1.7 Elect Director Dennis F. Madsen For For Management
1.8 Elect Director Byron I. Mallott For For Management
1.9 Elect Director J. Kenneth Thompson For For Management
1.10 Elect Director Bradley D. Tilden For For Management
1.11 Elect Director Eric K. Yeaman For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Pro-rata Vesting of Equity Awards Against For Shareholder
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ALTRIA GROUP, INC.
Ticker: MO Security ID: 02209S103
Meeting Date: MAY 16, 2013 Meeting Type: Annual
Record Date: MAR 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gerald L. Baliles For For Management
1.2 Elect Director Martin J. Barrington For For Management
1.3 Elect Director John T. Casteen, III For For Management
1.4 Elect Director Dinyar S. Devitre For For Management
1.5 Elect Director Thomas F. Farrell, II For For Management
1.6 Elect Director Thomas W. Jones For For Management
1.7 Elect Director Debra J. Kelly-Ennis For For Management
1.8 Elect Director W. Leo Kiely, III For For Management
1.9 Elect Director Kathryn B. McQuade For For Management
1.10 Elect Director George Munoz For For Management
1.11 Elect Director Nabil Y. Sakkab For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Report on Lobbying Payments and Policy Against For Shareholder
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AMAZON.COM, INC.
Ticker: AMZN Security ID: 023135106
Meeting Date: MAY 23, 2013 Meeting Type: Annual
Record Date: APR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jeffrey P. Bezos For For Management
1b Elect Director Tom A. Alberg For For Management
1c Elect Director John Seely Brown For For Management
1d Elect Director William B. Gordon For For Management
1e Elect Director Jamie S. Gorelick For For Management
1f Elect Director Alain Monie For For Management
1g Elect Director Jonathan J. Rubinstein For For Management
1h Elect Director Thomas O. Ryder For For Management
1i Elect Director Patricia Q. Stonesifer For For Management
2 Ratify Auditors For For Management
3 Report on Political Contributions Against For Shareholder
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APPLE INC.
Ticker: AAPL Security ID: 037833100
Meeting Date: FEB 27, 2013 Meeting Type: Annual
Record Date: JAN 02, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William Campbell For For Management
1.2 Elect Director Timothy Cook For For Management
1.3 Elect Director Millard Drexler For For Management
1.4 Elect Director Al Gore For For Management
1.5 Elect Director Robert Iger For For Management
1.6 Elect Director Andrea Jung For For Management
1.7 Elect Director Arthur Levinson For For Management
1.8 Elect Director Ronald Sugar For For Management
2 Amend Articles of Incorporation For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
5 Stock Retention/Holding Period Against For Shareholder
6 Establish Board Committee on Human Against Against Shareholder
Rights
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AT&T INC.
Ticker: T Security ID: 00206R102
Meeting Date: APR 26, 2013 Meeting Type: Annual
Record Date: FEB 27, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Randall L. Stephenson For For Management
1.2 Elect Director Gilbert F. Amelio For For Management
1.3 Elect Director Reuben V. Anderson For For Management
1.4 Elect Director James H. Blanchard For For Management
1.5 Elect Director Jaime Chico Pardo For For Management
1.6 Elect Director Scott T. Ford For For Management
1.7 Elect Director James P. Kelly For For Management
1.8 Elect Director Jon C. Madonna For For Management
1.9 Elect Director Michael B. McCallister For For Management
1.10 Elect Director John B. McCoy For For Management
1.11 Elect Director Joyce M. Roche For For Management
1.12 Elect Director Matthew K. Rose For For Management
1.13 Elect Director Laura D'Andrea Tyson For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Stock Purchase and Deferral Plan For For Management
5 Report on Political Contributions Against For Shareholder
6 Report on Reducing Lead Battery Health Against For Shareholder
Hazards
7 Submit Severance Agreement Against For Shareholder
(Change-in-Control) to Shareholder Vote
8 Require Independent Board Chairman Against Against Shareholder
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AUTOZONE, INC.
Ticker: AZO Security ID: 053332102
Meeting Date: DEC 12, 2012 Meeting Type: Annual
Record Date: OCT 15, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Sue E. Gove For For Management
1.2 Elect Director Earl G. Graves, Jr. For For Management
1.3 Elect Director Enderson Guimaraes For For Management
1.4 Elect Director J. R. Hyde, III For For Management
1.5 Elect Director W. Andrew McKenna For For Management
1.6 Elect Director George R. Mrkonic, Jr. For For Management
1.7 Elect Director Luis P. Nieto For For Management
1.8 Elect Director William C. Rhodes, III For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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BB&T CORPORATION
Ticker: BBT Security ID: 054937107
Meeting Date: APR 23, 2013 Meeting Type: Special
Record Date: MAR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Amend Articles of Incorporation of For For Management
BB&T to Change the Payment Dates of
its Preferred Stock Dividends to
Conform with the Payment Date of its
Common Stock Dividends and Conform
Preferred Stock Record Dates
2 Adjourn Meeting For For Management
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BB&T CORPORATION
Ticker: BBT Security ID: 054937107
Meeting Date: APR 23, 2013 Meeting Type: Annual
Record Date: FEB 20, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John A. Allison, IV For For Management
1.2 Elect Director Jennifer S. Banner For For Management
1.3 Elect Director K. David Boyer, Jr. For For Management
1.4 Elect Director Anna R. Cablik For For Management
1.5 Elect Director Ronald E. Deal For For Management
1.6 Elect Director James A. Faulkner For For Management
1.7 Elect Director I. Patricia Henry For For Management
1.8 Elect Director John P. Howe, III For For Management
1.9 Elect Director Eric C. Kendrick For For Management
1.10 Elect Director Kelly S. King For For Management
1.11 Elect Director Louis B. Lynn For For Management
1.12 Elect Director Edward C. Milligan For Withhold Management
1.13 Elect Director Charles A. Patton For For Management
1.14 Elect Director Nido R. Qubein For For Management
1.15 Elect Director Tollie W. Rich, Jr. For For Management
1.16 Elect Director Thomas E. Skains For For Management
1.17 Elect Director Thomas N. Thompson For For Management
1.18 Elect Director Edwin H. Welch For For Management
1.19 Elect Director Stephen T. Williams For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Report on Political Contributions and Against For Shareholder
Lobbying Expenditures
5 Require a Majority Vote for the Against For Shareholder
Election of Directors
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BIOGEN IDEC INC.
Ticker: BIIB Security ID: 09062X103
Meeting Date: JUN 12, 2013 Meeting Type: Annual
Record Date: APR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Caroline D. Dorsa For For Management
1.2 Elect Director Stelios Papadopoulos For For Management
1.3 Elect Director George A. Scangos For For Management
1.4 Elect Director Lynn Schenk For For Management
1.5 Elect Director Alexander J. Denner For For Management
1.6 Elect Director Nancy L. Leaming For For Management
1.7 Elect Director Richard C. Mulligan For For Management
1.8 Elect Director Robert W. Pangia For For Management
1.9 Elect Director Brian S. Posner For For Management
1.10 Elect Director Eric K. Rowinsky For For Management
1.11 Elect Director Stephen A. Sherwin For For Management
1.12 Elect Director William D. Young For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Executive Incentive Bonus Plan For For Management
5 Amend Omnibus Stock Plan For For Management
6 Stock Retention/Holding Period Against For Shareholder
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BLACKROCK, INC.
Ticker: BLK Security ID: 09247X101
Meeting Date: MAY 30, 2013 Meeting Type: Annual
Record Date: APR 03, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Abdlatif Yousef Al-Hamad For For Management
1b Elect Director Mathis Cabiallavetta For For Management
1c Elect Director Dennis D. Dammerman For For Management
1d Elect Director Jessica P. Einhorn For For Management
1e Elect Director Fabrizio Freda For For Management
1f Elect Director David H. Komansky For For Management
1g Elect Director James E. Rohr For For Management
1h Elect Director Susan L. Wagner For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
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BUCKEYE PARTNERS, L.P.
Ticker: BPL Security ID: 118230101
Meeting Date: JUN 04, 2013 Meeting Type: Annual
Record Date: APR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Oliver G. Richard, III For For Management
1.2 Elect Director Clark C. Smith For For Management
1.3 Elect Director Frank S. Sowinski For For Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
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C.H. ROBINSON WORLDWIDE, INC.
Ticker: CHRW Security ID: 12541W209
Meeting Date: MAY 09, 2013 Meeting Type: Annual
Record Date: MAR 11, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Scott P. Anderson For For Management
1b Elect Director Mary J. Steele Guilfoile For For Management
1c Elect Director Jodee A. Kozlak For For Management
1d Elect Director ReBecca Koenig Roloff For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
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CAMPBELL SOUP COMPANY
Ticker: CPB Security ID: 134429109
Meeting Date: NOV 14, 2012 Meeting Type: Annual
Record Date: SEP 17, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edmund M. Carpenter For For Management
1.2 Elect Director Paul R. Charron For For Management
1.3 Elect Director Bennett Dorrance For For Management
1.4 Elect Director Lawrence C. Karlson For For Management
1.5 Elect Director Randall W. Larrimore For For Management
1.6 Elect Director Mary Alice Dorrance For For Management
Malone
1.7 Elect Director Sara Mathew For For Management
1.8 Elect Director Denise M. Morrison For For Management
1.9 Elect Director Charles R. Perrin For For Management
1.10 Elect Director A. Barry Rand For For Management
1.11 Elect Director Nick Shreiber For For Management
1.12 Elect Director Tracey T. Travis For For Management
1.13 Elect Director Archbold D. van Beuren For For Management
1.14 Elect Director Les C. Vinney For For Management
1.15 Elect Director Charlotte C. Weber For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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CATERPILLAR INC.
Ticker: CAT Security ID: 149123101
Meeting Date: JUN 12, 2013 Meeting Type: Annual
Record Date: APR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David L. Calhoun For For Management
1.2 Elect Director Daniel M. Dickinson For For Management
1.3 Elect Director Juan Gallardo For For Management
1.4 Elect Director David R. Goode For For Management
1.5 Elect Director Jesse J. Greene, Jr. For For Management
1.6 Elect Director Jon M. Huntsman, Jr. For For Management
1.7 Elect Director Peter A. Magowan For For Management
1.8 Elect Director Dennis A. Muilenburg For For Management
1.9 Elect Director Douglas R. Oberhelman For For Management
1.10 Elect Director William A. Osborn For For Management
1.11 Elect Director Charles D. Powell For For Management
1.12 Elect Director Edward B. Rust, Jr. For For Management
1.13 Elect Director Susan C. Schwab For For Management
1.14 Elect Director Joshua I. Smith For For Management
1.15 Elect Director Miles D. White For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Require a Majority Vote for the Against For Shareholder
Election of Directors
5 Provide Right to Act by Written Consent Against For Shareholder
6 Stock Retention/Holding Period Against For Shareholder
7 Include Sustainability as a Against Against Shareholder
Performance Measure for Senior
Executive Compensation
8 Review and Assess Human Rights Policies Against For Shareholder
9 Prohibit Sales to the Government of Against Against Shareholder
Sudan
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CENTURYLINK, INC.
Ticker: CTL Security ID: 156700106
Meeting Date: MAY 22, 2013 Meeting Type: Annual
Record Date: APR 03, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director W. Bruce Hanks For For Management
1.2 Elect Director C. G. Melville, Jr. For For Management
1.3 Elect Director Fred R. Nichols For For Management
1.4 Elect Director William A. Owens For For Management
1.5 Elect Director Harvey P. Perry For For Management
1.6 Elect Director Glen F. Post, III For For Management
1.7 Elect Director Laurie A. Siegel For For Management
1.8 Elect Director Joseph R. Zimmel For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4a Share Retention Policy Against For Shareholder
4b Adopt Policy on Bonus Banking Against For Shareholder
4c Proxy Access Against For Shareholder
4d Provide for Confidential Voting Against For Shareholder
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CF INDUSTRIES HOLDINGS, INC.
Ticker: CF Security ID: 125269100
Meeting Date: MAY 14, 2013 Meeting Type: Annual
Record Date: MAR 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Declassify the Board of Directors For For Management
2a Elect Director Robert C. Arzbaecher For For Management
2b Elect Director Stephen J. Hagge For For Management
2c Elect Director Edward A. Schmitt For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
5 Reduce Supermajority Vote Requirement Against For Shareholder
6 Adopt Policy and Report on Board Against For Shareholder
Diversity
7 Report on Political Contributions Against For Shareholder
8 Report on Sustainability Against For Shareholder
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CHEVRON CORPORATION
Ticker: CVX Security ID: 166764100
Meeting Date: MAY 29, 2013 Meeting Type: Annual
Record Date: APR 03, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Linnet F. Deily For For Management
1b Elect Director Robert E. Denham For For Management
1c Elect Director Alice P. Gast For For Management
1d Elect Director Enrique Hernandez, Jr. For For Management
1e Elect Director George L. Kirkland For For Management
1f Elect Director Charles W. Moorman, IV For For Management
1g Elect Director Kevin W. Sharer For For Management
1h Elect Director John G. Stumpf For For Management
1i Elect Director Ronald D. Sugar For For Management
1j Elect Director Carl Ware For For Management
1k Elect Director John S. Watson For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Report on Management of Hydraulic Against For Shareholder
Fracturing Risks and Opportunities
6 Report on Offshore Oil Wells and Spill Against Against Shareholder
Mitigation Measures
7 Report on Financial Risks of Climate Against Against Shareholder
Change
8 Report on Lobbying Payments and Policy Against For Shareholder
9 Prohibit Political Contributions Against Against Shareholder
10 Provide for Cumulative Voting Against For Shareholder
11 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
12 Require Director Nominee with Against For Shareholder
Environmental Expertise
13 Adopt Guidelines for Country Selection Against For Shareholder
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CITRIX SYSTEMS, INC.
Ticker: CTXS Security ID: 177376100
Meeting Date: MAY 23, 2013 Meeting Type: Annual
Record Date: APR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Mark B. Templeton For For Management
1b Elect Director Stephen M. Dow For For Management
1c Elect Director Godfrey R. Sullivan For For Management
2 Amend Omnibus Stock Plan For For Management
3 Declassify the Board of Directors For For Management
4 Ratify Auditors For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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CLIFFS NATURAL RESOURCES INC.
Ticker: CLF Security ID: 18683K101
Meeting Date: MAY 07, 2013 Meeting Type: Annual
Record Date: MAR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Joseph A. Carrabba For For Management
1b Elect Director Susan M. Cunningham For For Management
1c Elect Director Barry J. Eldridge For For Management
1d Elect Director Andres R. Gluski For For Management
1e Elect Director Susan M. Green For For Management
1f Elect Director Janice K. Henry For For Management
1g Elect Director James F. Kirsch For For Management
1h Elect Director Francis R. McAllister For For Management
1i Elect Director Richard K. Riederer For For Management
1j Elect Director Timothy W. Sullivan For For Management
2 Adopt Majority Voting for Uncontested For For Management
Election of Directors
3 Eliminate Cumulative Voting For For Management
4 Permit Board to Amend Bylaws Without For For Management
Shareholder Consent
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Ratify Auditors For For Management
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COMCAST CORPORATION
Ticker: CMCSA Security ID: 20030N101
Meeting Date: MAY 15, 2013 Meeting Type: Annual
Record Date: MAR 06, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kenneth J. Bacon For For Management
1.2 Elect Director Sheldon M. Bonovitz For For Management
1.3 Elect Director Joseph J. Collins For For Management
1.4 Elect Director J. Michael Cook For For Management
1.5 Elect Director Gerald L. Hassell For For Management
1.6 Elect Director Jeffrey A. Honickman For For Management
1.7 Elect Director Eduardo G. Mestre For For Management
1.8 Elect Director Brian L. Roberts For For Management
1.9 Elect Director Ralph J. Roberts For For Management
1.10 Elect Director Johnathan A. Rodgers For For Management
1.11 Elect Director Judith Rodin For For Management
2 Ratify Auditors For For Management
3 Pro-rata Vesting of Equity Awards Against For Shareholder
4 Approve Recapitalization Plan for all Against For Shareholder
Stock to Have One-vote per Share
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CONOCOPHILLIPS
Ticker: COP Security ID: 20825C104
Meeting Date: MAY 14, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Richard L. Armitage For For Management
1b Elect Director Richard H. Auchinleck For For Management
1c Elect Director James E. Copeland, Jr. For For Management
1d Elect Director Jody L. Freeman For For Management
1e Elect Director Gay Huey Evans For For Management
1f Elect Director Ryan M. Lance For For Management
1g Elect Director Mohd H. Marican For For Management
1h Elect Director Robert A. Niblock For For Management
1i Elect Director Harald J. Norvik For For Management
1j Elect Director William E. Wade, Jr. For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Report on Lobbying Payments and Policy Against For Shareholder
5 Adopt Quantitative GHG Goals for Against For Shareholder
Products and Operations
6 Amend EEO Policy to Prohibit Against For Shareholder
Discrimination based on Gender Identity
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CONTINENTAL RESOURCES, INC.
Ticker: CLR Security ID: 212015101
Meeting Date: AUG 10, 2012 Meeting Type: Special
Record Date: JUN 29, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Issue Shares in Connection with For For Management
Acquisition
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CONTINENTAL RESOURCES, INC.
Ticker: CLR Security ID: 212015101
Meeting Date: MAY 23, 2013 Meeting Type: Annual
Record Date: MAR 27, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Harold G. Hamm For Withhold Management
1.2 Elect Director John T. McNabb, II For Withhold Management
1.3 Elect Director David L. Boren For Withhold Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
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CUMMINS INC.
Ticker: CMI Security ID: 231021106
Meeting Date: MAY 14, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director N. Thomas Linebarger For For Management
2 Elect Director William I. Miller For For Management
3 Elect Director Alexis M. Herman For For Management
4 Elect Director Georgia R. Nelson For For Management
5 Elect Director Carl Ware For For Management
6 Elect Director Robert K. Herdman For For Management
7 Elect Director Robert J. Bernhard For For Management
8 Elect Director Franklin R. Chang Diaz For For Management
9 Elect Director Stephen B. Dobbs For For Management
10 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
11 Ratify Auditors For For Management
12 Require Independent Board Chairman Against Against Shareholder
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D.R. HORTON, INC.
Ticker: DHI Security ID: 23331A109
Meeting Date: JAN 24, 2013 Meeting Type: Annual
Record Date: NOV 30, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Donald R. Horton For For Management
1b Elect Director Bradley S. Anderson For For Management
1c Elect Director Michael R. Buchanan For For Management
1d Elect Director Michael W. Hewatt For For Management
1e Elect Director Bob G. Scott For For Management
1f Elect Director Donald J. Tomnitz For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management
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DEERE & COMPANY
Ticker: DE Security ID: 244199105
Meeting Date: FEB 27, 2013 Meeting Type: Annual
Record Date: DEC 31, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Samuel R. Allen For For Management
1b Elect Director Crandall C. Bowles For For Management
1c Elect Director Vance D. Coffman For For Management
1d Elect Director Charles O. Holliday, Jr. For For Management
1e Elect Director Dipak C. Jain For For Management
1f Elect Director Clayton M. Jones For For Management
1g Elect Director Joachim Milberg For For Management
1h Elect Director Richard B. Myers For For Management
1i Elect Director Thomas H. Patrick For For Management
1j Elect Director Aulana L. Peters For For Management
1k Elect Director Sherry M. Smith For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management
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DOVER CORPORATION
Ticker: DOV Security ID: 260003108
Meeting Date: MAY 02, 2013 Meeting Type: Annual
Record Date: MAR 06, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director David H. Benson For For Management
1b Elect Director Robert W. Cremin For For Management
1c Elect Director Jean-Pierre M. Ergas For For Management
1d Elect Director Peter T. Francis For For Management
1e Elect Director Kristiane C. Graham For For Management
1f Elect Director M.F. Johnston For For Management
1g Elect Director Robert A. Livingston For For Management
1h Elect Director Richard K. Lochridge For For Management
1i Elect Director Bernard G. Rethore For For Management
1j Elect Director Michael B. Stubbs For For Management
1k Elect Director Stephen M. Todd For For Management
1l Elect Director Stephen K. Wagner For For Management
1m Elect Director Mary A. Winston For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Reduce Supermajority Vote Requirement Against For Shareholder
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E. I. DU PONT DE NEMOURS AND COMPANY
Ticker: DD Security ID: 263534109
Meeting Date: APR 24, 2013 Meeting Type: Annual
Record Date: FEB 27, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Lamberto Andreotti For For Management
1b Elect Director Richard H. Brown For For Management
1c Elect Director Robert A. Brown For For Management
1d Elect Director Bertrand P. Collomb For For Management
1e Elect Director Curtis J. Crawford For For Management
1f Elect Director Alexander M. Cutler For For Management
1g Elect Director Eleuthere I. Du Pont For For Management
1h Elect Director Marillyn A. Hewson For For Management
1i Elect Director Lois D. Juliber For For Management
1j Elect Director Ellen J. Kullman For For Management
1k Elect Director Lee M. Thomas For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Require Independent Board Chairman Against For Shareholder
5 Report on Lobbying Payments and Policy Against For Shareholder
6 Report on Genetically Engineered Seed Against Against Shareholder
7 Report on Pay Disparity Against Against Shareholder
--------------------------------------------------------------------------------
ELI LILLY AND COMPANY
Ticker: LLY Security ID: 532457108
Meeting Date: MAY 06, 2013 Meeting Type: Annual
Record Date: MAR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Ralph Alvarez For For Management
2 Elect Director Winfried Bischoff For For Management
3 Elect Director R. David Hoover For For Management
4 Elect Director Franklyn G. Prendergast For For Management
5 Elect Director Kathi P. Seifert For For Management
6 Ratify Auditors For For Management
7 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
8 Amend Omnibus Stock Plan For For Management
--------------------------------------------------------------------------------
EMC CORPORATION
Ticker: EMC Security ID: 268648102
Meeting Date: MAY 01, 2013 Meeting Type: Annual
Record Date: MAR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Michael W. Brown For For Management
1b Elect Director Randolph L. Cowen For For Management
1c Elect Director Gail Deegan For For Management
1d Elect Director James S. DiStasio For For Management
1e Elect Director John R. Egan For For Management
1f Elect Director Edmund F. Kelly For For Management
1g Elect Director Judith A. Miscik For For Management
1h Elect Director Windle B. Priem For For Management
1i Elect Director Paul Sagan For For Management
1j Elect Director David N. Strohm For For Management
1k Elect Director Joseph M. Tucci For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Amend Qualified Employee Stock For For Management
Purchase Plan
6 Provide Right to Act by Written Consent For For Management
7 Require Consistency with Corporate Against Against Shareholder
Values and Report on Political
Contributions
--------------------------------------------------------------------------------
FIRSTENERGY CORP.
Ticker: FE Security ID: 337932107
Meeting Date: MAY 21, 2013 Meeting Type: Annual
Record Date: MAR 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Paul T. Addison For For Management
1.2 Elect Director Anthony J. Alexander For For Management
1.3 Elect Director Michael J. Anderson For For Management
1.4 Elect Director Carol A. Cartwright For For Management
1.5 Elect Director William T. Cottle For For Management
1.6 Elect Director Robert B. Heisler, Jr. For Withhold Management
1.7 Elect Director Julia L. Johnson For For Management
1.8 Elect Director Ted J. Kleisner For Withhold Management
1.9 Elect Director Donald T. Misheff For For Management
1.10 Elect Director Ernest J. Novak, Jr. For For Management
1.11 Elect Director Christopher D. Pappas For Withhold Management
1.12 Elect Director Catherine A. Rein For Withhold Management
1.13 Elect Director George M. Smart For For Management
1.14 Elect Director Wes M. Taylor For Withhold Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Reduce Supermajority Vote Requirement For For Management
5 Cease CEO Compensation Benchmarking Against Against Shareholder
Policy
6 Submit SERP to Shareholder Vote Against For Shareholder
7 Stock Retention/Holding Period Against For Shareholder
8 Require a Majority Vote for the Against For Shareholder
Election of Directors
9 Provide Right to Act by Written Consent Against For Shareholder
--------------------------------------------------------------------------------
FORD MOTOR COMPANY
Ticker: F Security ID: 345370860
Meeting Date: MAY 09, 2013 Meeting Type: Annual
Record Date: MAR 13, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen G. Butler For For Management
1.2 Elect Director Kimberly A. Casiano For For Management
1.3 Elect Director Anthony F. Earley, Jr. For For Management
1.4 Elect Director Edsel B. Ford II For For Management
1.5 Elect Director William Clay Ford, Jr. For For Management
1.6 Elect Director Richard A. Gephardt For For Management
1.7 Elect Director James H. Hance, Jr. For For Management
1.8 Elect Director William W. Helman IV For For Management
1.9 Elect Director Jon M. Huntsman, Jr. For For Management
1.10 Elect Director Richard A. Manoogian For Against Management
1.11 Elect Director Ellen R. Marram For For Management
1.12 Elect Director Alan Mulally For For Management
1.13 Elect Director Homer A. Neal For For Management
1.14 Elect Director Gerald L. Shaheen For For Management
1.15 Elect Director John L. Thornton For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Executive Incentive Bonus Plan For Against Management
5 Amend Omnibus Stock Plan For Against Management
6 Approval of Tax Benefits Preservation For For Management
Plan
7 Approve Recapitalization Plan for all Against For Shareholder
Stock to Have One-vote per Share
8 Amend Bylaws -- Call Special Meetings Against For Shareholder
--------------------------------------------------------------------------------
GILEAD SCIENCES, INC.
Ticker: GILD Security ID: 375558103
Meeting Date: MAY 08, 2013 Meeting Type: Annual
Record Date: MAR 13, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John F. Cogan For For Management
1.2 Elect Director Etienne F. Davignon For For Management
1.3 Elect Director Carla A. Hills For For Management
1.4 Elect Director Kevin E. Lofton For For Management
1.5 Elect Director John W. Madigan For For Management
1.6 Elect Director John C. Martin For For Management
1.7 Elect Director Nicholas G. Moore For For Management
1.8 Elect Director Richard J. Whitley For For Management
1.9 Elect Director Gayle E. Wilson For For Management
1.10 Elect Director Per Wold-Olsen For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Increase Authorized Common Stock For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Require Independent Board Chairman Against Against Shareholder
7 Provide Right to Act by Written Consent Against For Shareholder
--------------------------------------------------------------------------------
GOOGLE INC.
Ticker: GOOG Security ID: 38259P508
Meeting Date: JUN 06, 2013 Meeting Type: Annual
Record Date: APR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Larry Page For For Management
1.2 Elect Director Sergey Brin For For Management
1.3 Elect Director Eric E. Schmidt For For Management
1.4 Elect Director L. John Doerr For For Management
1.5 Elect Director Diane B. Greene For For Management
1.6 Elect Director John L. Hennessy For For Management
1.7 Elect Director Ann Mather For For Management
1.8 Elect Director Paul S. Otellini For For Management
1.9 Elect Director K. Ram Shriram For For Management
1.10 Elect Director Shirley M. Tilghman For For Management
2 Ratify Auditors For For Management
3 Report on Reducing Lead Battery Health Against For Shareholder
Hazards
4 Approve Recapitalization Plan for all Against For Shareholder
Stock to Have One-vote per Share
5 Stock Retention/Holding Period Against For Shareholder
6 Adopt Policy on Succession Planning Against For Shareholder
--------------------------------------------------------------------------------
H. J. HEINZ COMPANY
Ticker: HNZ Security ID: 423074103
Meeting Date: AUG 28, 2012 Meeting Type: Annual
Record Date: JUN 19, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director W.R. Johnson For For Management
2 Elect Director C.E. Bunch For For Management
3 Elect Director L.S. Coleman, Jr. For For Management
4 Elect Director J.G. Drosdick For For Management
5 Elect Director E.E. Holiday For For Management
6 Elect Director C. Kendle For For Management
7 Elect Director D.R. O'Hare For For Management
8 Elect Director N. Peltz For For Management
9 Elect Director D.H. Reilley For For Management
10 Elect Director L.C. Swann For For Management
11 Elect Director T.J. Usher For For Management
12 Elect Director M.F. Weinstein For For Management
13 Ratify Auditors For For Management
14 Approve Omnibus Stock Plan For For Management
15 Amend Omnibus Stock Plan For For Management
16 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
H. J. HEINZ COMPANY
Ticker: HNZ Security ID: 423074103
Meeting Date: APR 30, 2013 Meeting Type: Special
Record Date: MAR 18, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
3 Advisory Vote on Golden Parachutes For Against Management
--------------------------------------------------------------------------------
HCP, INC.
Ticker: HCP Security ID: 40414L109
Meeting Date: APR 25, 2013 Meeting Type: Annual
Record Date: MAR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director James F. Flaherty, III For For Management
1b Elect Director Christine N. Garvey For For Management
1c Elect Director David B. Henry For For Management
1d Elect Director Lauralee E. Martin For For Management
1e Elect Director Michael D. McKee For For Management
1f Elect Director Peter L. Rhein For For Management
1g Elect Director Kenneth B. Roath For For Management
1h Elect Director Joseph P. Sullivan For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
INTEL CORPORATION
Ticker: INTC Security ID: 458140100
Meeting Date: MAY 16, 2013 Meeting Type: Annual
Record Date: MAR 18, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Charlene Barshefsky For For Management
1b Elect Director Andy D. Bryant For For Management
1c Elect Director Susan L. Decker For For Management
1d Elect Director John J. Donahoe For For Management
1e Elect Director Reed E. Hundt For For Management
1f Elect Director James D. Plummer For For Management
1g Elect Director David S. Pottruck For For Management
1h Elect Director Frank D. Yeary For For Management
1i Elect Director David B. Yoffie For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Stock Retention/Holding Period Against For Shareholder
--------------------------------------------------------------------------------
JOHNSON & JOHNSON
Ticker: JNJ Security ID: 478160104
Meeting Date: APR 25, 2013 Meeting Type: Annual
Record Date: FEB 26, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mary Sue Coleman For For Management
1.2 Elect Director James G. Cullen For For Management
1.3 Elect Director Ian E.L. Davis For For Management
1.4 Elect Director Alex Gorsky For For Management
1.5 Elect Director Michael M.E. Johns For For Management
1.6 Elect Director Susan L. Lindquist For For Management
1.7 Elect Director Anne M. Mulcahy For For Management
1.8 Elect Director Leo F. Mullin For For Management
1.9 Elect Director William D. Perez For For Management
1.10 Elect Director Charles Prince For For Management
1.11 Elect Director A. Eugene Washington For For Management
1.12 Elect Director Ronald A. Williams For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Stock Retention/Holding Period Against For Shareholder
5 Screen Political Contributions for Against Against Shareholder
Consistency with Corporate Values
6 Require Independent Board Chairman Against Against Shareholder
--------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 21, 2013 Meeting Type: Annual
Record Date: MAR 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director James A. Bell For For Management
1b Elect Director Crandall C.Bowles For For Management
1c Elect Director Stephen B. Burke For For Management
1d Elect Director David M. Cote For Against Management
1e Elect Director James S. Crown For Against Management
1f Elect Director James Dimon For For Management
1g Elect Director Timothy P. Flynn For For Management
1h Elect Director Ellen V. Futter For Against Management
1i Elect Director Laban P. Jackson, Jr. For For Management
1j Elect Director Lee R. Raymond For For Management
1k Elect Director William C. Weldon For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Provide Right to Act by Written Consent For For Management
5 Amend Executive Incentive Bonus Plan For For Management
6 Require Independent Board Chairman Against For Shareholder
7 Stock Retention/Holding Period Against Against Shareholder
8 Institute Procedures to Prevent Against Against Shareholder
Investments in Companies that
Contribute to Genocide or Crimes
Against Humanity
9 Report on Lobbying Payments and Policy Against Against Shareholder
--------------------------------------------------------------------------------
LINCOLN NATIONAL CORPORATION
Ticker: LNC Security ID: 534187109
Meeting Date: MAY 23, 2013 Meeting Type: Annual
Record Date: MAR 18, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William J. Avery For For Management
1.2 Elect Director William H. Cunningham For For Management
1.3 Elect Director William Porter Payne For For Management
1.4 Elect Director Patrick S. Pittard For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
LOCKHEED MARTIN CORPORATION
Ticker: LMT Security ID: 539830109
Meeting Date: APR 25, 2013 Meeting Type: Annual
Record Date: MAR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nolan D. Archibald For For Management
1.2 Elect Director Rosalind G. Brewer For For Management
1.3 Elect Director David B. Burritt For For Management
1.4 Elect Director James O. Ellis, Jr. For For Management
1.5 Elect Director Thomas J. Falk For For Management
1.6 Elect Director Marillyn A. Hewson For For Management
1.7 Elect Director Gwendolyn S. King For For Management
1.8 Elect Director James M. Loy For For Management
1.9 Elect Director Douglas H. McCorkindale For For Management
1.10 Elect Director Joseph W. Ralston For For Management
1.11 Elect Director Anne Stevens For For Management
1.12 Elect Director Robert J. Stevens For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Provide Right to Act by Written Consent Against For Shareholder
5 Require Independent Board Chairman Against Against Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder
--------------------------------------------------------------------------------
MASTERCARD INCORPORATED
Ticker: MA Security ID: 57636Q104
Meeting Date: JUN 18, 2013 Meeting Type: Annual
Record Date: APR 19, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Richard Haythornthwaite For For Management
1b Elect Director Ajay Banga For For Management
1c Elect Director Silvio Barzi For For Management
1d Elect Director David R. Carlucci For For Management
1e Elect Director Steven J. Freiberg For For Management
1f Elect Director Nancy J. Karch For For Management
1g Elect Director Marc Olivie For For Management
1h Elect Director Rima Qureshi For For Management
1i Elect Director Jose Octavio Reyes For For Management
Lagunes
1j Elect Director Mark Schwartz For For Management
1k Elect Director Jackson P. Tai For For Management
1l Elect Director Edward Suning Tian For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
MERCK & CO., INC.
Ticker: MRK Security ID: 58933Y105
Meeting Date: MAY 28, 2013 Meeting Type: Annual
Record Date: APR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Leslie A. Brun For For Management
1b Elect Director Thomas R. Cech For For Management
1c Elect Director Kenneth C. Frazier For For Management
1d Elect Director Thomas H. Glocer For For Management
1e Elect Director William B. Harrison Jr. For For Management
1f Elect Director C. Robert Kidder For For Management
1g Elect Director Rochelle B. Lazarus For For Management
1h Elect Director Carlos E. Represas For For Management
1i Elect Director Patricia F. Russo For For Management
1j Elect Director Craig B. Thompson For For Management
1k Elect Director Wendell P. Weeks For For Management
1l Elect Director Peter C. Wendell For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Provide Right to Act by Written Consent Against For Shareholder
5 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
6 Report on Charitable and Political Against Against Shareholder
Contributions
7 Report on Lobbying Activities Against Against Shareholder
--------------------------------------------------------------------------------
MONSANTO COMPANY
Ticker: MON Security ID: 61166W101
Meeting Date: JAN 31, 2013 Meeting Type: Annual
Record Date: DEC 03, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director David L. Chicoine For For Management
1b Elect Director Arthur H. Harper For For Management
1c Elect Director Gwendolyn S. King For For Management
1d Elect Director Jon R. Moeller For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Declassify the Board of Directors For For Management
5 Report on Risk of Genetically Against Against Shareholder
Engineered Products
--------------------------------------------------------------------------------
PAYCHEX, INC.
Ticker: PAYX Security ID: 704326107
Meeting Date: OCT 23, 2012 Meeting Type: Annual
Record Date: AUG 24, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director B. Thomas Golisano For For Management
1b Elect Director Joseph G. Doody For For Management
1c Elect Director David J. S. Flaschen For For Management
1d Elect Director Phillip Horsley For For Management
1e Elect Director Grant M. Inman For For Management
1f Elect Director Pamela A. Joseph For For Management
1g Elect Director Martin Mucci For For Management
1h Elect Director Joseph M. Tucci For For Management
1i Elect Director Joseph M. Velli For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
PEPSICO, INC.
Ticker: PEP Security ID: 713448108
Meeting Date: MAY 01, 2013 Meeting Type: Annual
Record Date: MAR 07, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Shona L. Brown For For Management
1.2 Elect Director George W. Buckley For For Management
1.3 Elect Director Ian M. Cook For For Management
1.4 Elect Director Dina Dublon For For Management
1.5 Elect Director Victor J. Dzau For For Management
1.6 Elect Director Ray L. Hunt For For Management
1.7 Elect Director Alberto Ibarguen For For Management
1.8 Elect Director Indra K. Nooyi For For Management
1.9 Elect Director Sharon Percy Rockefeller For For Management
1.10 Elect Director James J. Schiro For For Management
1.11 Elect Director Lloyd G. Trotter For For Management
1.12 Elect Director Daniel Vasella For For Management
1.13 Elect Director Alberto Weisser For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
QUALCOMM INCORPORATED
Ticker: QCOM Security ID: 747525103
Meeting Date: MAR 05, 2013 Meeting Type: Annual
Record Date: JAN 07, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Barbara T. Alexander For For Management
1b Elect Director Donald G. Cruickshank For For Management
1c Elect Director Raymond V. Dittamore For For Management
1d Elect Director Susan Hockfield For For Management
1e Elect Director Thomas W. Horton For For Management
1f Elect Director Paul E. Jacobs For For Management
1g Elect Director Sherry Lansing For For Management
1h Elect Director Duane A. Nelles For For Management
1i Elect Director Francisco Ros For For Management
1j Elect Director Brent Scowcroft For For Management
1k Elect Director Marc I. Stern For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
SAFEWAY INC.
Ticker: SWY Security ID: 786514208
Meeting Date: MAY 14, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Janet E. Grove For For Management
1b Elect Director Mohan Gyani For For Management
1c Elect Director Frank C. Herringer For Against Management
1d Elect Director George J. Morrow For For Management
1e Elect Director Kenneth W. Oder For Against Management
1f Elect Director T. Gary Rogers For Against Management
1g Elect Director Arun Sarin For Against Management
1h Elect Director William Y. Tauscher For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
SCHLUMBERGER LIMITED
Ticker: SLB Security ID: 806857108
Meeting Date: APR 10, 2013 Meeting Type: Annual
Record Date: FEB 20, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Peter L.S. Currie For For Management
1b Elect Director Tony Isaac For For Management
1c Elect Director K. Vaman Kamath For For Management
1d Elect Director Paal Kibsgaard For For Management
1e Elect Director Nikolay Kudryavtsev For For Management
1f Elect Director Adrian Lajous For For Management
1g Elect Director Michael E. Marks For For Management
1h Elect Director Lubna S. Olayan For For Management
1i Elect Director L. Rafael Reif For For Management
1j Elect Director Tore I. Sandvold For For Management
1k Elect Director Henri Seydoux For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Adopt and Approve Financials and For For Management
Dividends
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
5 Approve Omnibus Stock Plan For For Management
6 Amend Employee Stock Purchase Plan For For Management
--------------------------------------------------------------------------------
TEMPLETON DRAGON FUND, INC.
Ticker: TDF Security ID: 88018T101
Meeting Date: MAY 31, 2013 Meeting Type: Annual
Record Date: MAR 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edith E. Holiday For For Management
1.2 Elect Director Larry D. Thompson For For Management
1.3 Elect Director Rupert H. Johnson, Jr. For For Management
1.4 Elect Director Gregory E. Johnson For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
TESORO CORPORATION
Ticker: TSO Security ID: 881609101
Meeting Date: MAY 01, 2013 Meeting Type: Annual
Record Date: MAR 12, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Rodney F. Chase For For Management
1.2 Elect Director Gregory J. Goff For For Management
1.3 Elect Director Robert W. Goldman For For Management
1.4 Elect Director Steven H. Grapstein For For Management
1.5 Elect Director David Lilley For For Management
1.6 Elect Director Mary Pat McCarthy For For Management
1.7 Elect Director J.W. Nokes For For Management
1.8 Elect Director Susan Tomasky For For Management
1.9 Elect Director Michael E. Wiley For For Management
1.10 Elect Director Patrick Y. Yang For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC.
Ticker: GS Security ID: 38141G104
Meeting Date: MAY 23, 2013 Meeting Type: Annual
Record Date: MAR 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Lloyd C. Blankfein For For Management
2 Elect Director M. Michele Burns For For Management
3 Elect Director Gary D. Cohn For For Management
4 Elect Director Claes Dahlback For For Management
5 Elect Director William W. George For For Management
6 Elect Director James A. Johnson For For Management
7 Elect Director Lakshmi N. Mittal For For Management
8 Elect Director Adebayo O. Ogunlesi For For Management
9 Elect Director James J. Schiro For For Management
10 Elect Director Debora L. Spar For For Management
11 Elect Director Mark E. Tucker For For Management
12 Elect Director David A. Viniar For For Management
13 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
14 Approve Omnibus Stock Plan For Against Management
15 Ratify Auditors For For Management
16 Establish Board Committee on Human Against Against Shareholder
Rights
17 Report on Lobbying Payments and Policy Against Against Shareholder
18 Adopt Proxy Access Right Against Against Shareholder
19 Employ Investment Bank to Explore Against Against Shareholder
Alternatives to Maximize Shareholder
Value
--------------------------------------------------------------------------------
THE GOODYEAR TIRE & RUBBER COMPANY
Ticker: GT Security ID: 382550101
Meeting Date: APR 15, 2013 Meeting Type: Annual
Record Date: FEB 20, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director William J. Conaty For For Management
1b Elect Director James A. Firestone For For Management
1c Elect Director Werner Geissler For For Management
1d Elect Director Peter S. Hellman For For Management
1e Elect Director Richard J. Kramer For For Management
1f Elect Director W. Alan McCollough For For Management
1g Elect Director John E. McGlade For For Management
1h Elect Director Roderick A. Palmore For For Management
1i Elect Director Shirley D. Peterson For For Management
1j Elect Director Stephanie A. Streeter For For Management
1k Elect Director Thomas H. Weidemeyer For For Management
1l Elect Director Michael R. Wessel For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Approve Omnibus Stock Plan For For Management
4 Reduce Supermajority Vote Requirement For For Management
to Remove Directors
5 Reduce Supermajority Vote Requirement For For Management
for Certain Business Combinations
6 Eliminate Cumulative Voting For For Management
7 Amend Right to Call Special Meeting For For Management
8 Opt Out of State's Control Share For For Management
Acquisition Law
9 Ratify Auditors For For Management
--------------------------------------------------------------------------------
THE PROCTER & GAMBLE COMPANY
Ticker: PG Security ID: 742718109
Meeting Date: OCT 09, 2012 Meeting Type: Annual
Record Date: AUG 10, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Angela F. Braly For For Management
1.2 Elect Director Kenneth I. Chenault For For Management
1.3 Elect Director Scott D. Cook For For Management
1.4 Elect Director Susan Desmond-Hellmann For For Management
1.5 Elect Director Robert A. McDonald For For Management
1.6 Elect Director W. James McNerney, Jr. For For Management
1.7 Elect Director Johnathan A. Rodgers For For Management
1.8 Elect Director Margaret C. Whitman For For Management
1.9 Elect Director Mary Agnes Wilderotter For For Management
1.10 Elect Director Patricia A. Woertz For For Management
1.11 Elect Director Ernesto Zedillo For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Adopt Proxy Statement Reporting on Against Against Shareholder
Political Contributions and Advisory
Vote
5 Report on Adopting Extended Producer Against Against Shareholder
Responsibility Policy
6 Reduce Supermajority Vote Requirement Against For Shareholder
--------------------------------------------------------------------------------
THE WILLIAMS COMPANIES, INC.
Ticker: WMB Security ID: 969457100
Meeting Date: MAY 16, 2013 Meeting Type: Annual
Record Date: MAR 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alan S. Armstrong For For Management
1.2 Elect Director Joseph R. Cleveland For For Management
1.3 Elect Director Kathleen B. Cooper For For Management
1.4 Elect Director John A. Hagg For For Management
1.5 Elect Director Juanita H. Hinshaw For For Management
1.6 Elect Director Ralph Izzo For For Management
1.7 Elect Director Frank T. MacInnis For For Management
1.8 Elect Director Steven W. Nance For For Management
1.9 Elect Director Murray D. Smith For For Management
1.10 Elect Director Janice D. Stoney For For Management
1.11 Elect Director Laura A. Sugg For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
TOTAL SA
Ticker: FP Security ID: 89151E109
Meeting Date: MAY 17, 2013 Meeting Type: Annual/Special
Record Date: APR 09, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Financial Statements and For For Management
Statutory Reports
2 Approve Consolidated Financial For For Management
Statements and Statutory Reports
3 Approve Allocation of Income and For For Management
Dividends of EUR 2.34 per Share
4 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
5 Reelect Thierry Desmarest as Director For For Management
6 Reelect Gunnar Brock as Director For For Management
7 Reelect Gerard Lamarche as Director For For Management
8 Elect Charles Keller and Philippe For For Management
Marchandise as Representative of
Employee Shareholders to the Board
9 Approve Remuneration of Directors in For For Management
the Aggregate Amount of EUR 1.40
Million
10 Authorize up to 0.75 Percent of Issued For Against Management
Capital for Use in Stock Option Plan
11 Approve Employee Stock Purchase Plan For For Management
12 Approve the Establishment of an Against Against Shareholder
Independent Ethics Committee
13 Approve to Link Remuneration to Against Against Shareholder
Positive Safety Indicators
14 Acquire the Diversity Label Against Against Shareholder
15 Approve Nomination of Employees Against Against Shareholder
Representative to the Remuneration
Committee
16 Allow Loyalty Dividends to Long-Term Against Against Shareholder
Registered Shareholders
--------------------------------------------------------------------------------
TRINITY INDUSTRIES, INC.
Ticker: TRN Security ID: 896522109
Meeting Date: MAY 06, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John L. Adams For For Management
1.2 Elect Director Rhys J. Best For For Management
1.3 Elect Director David W. Biegler For For Management
1.4 Elect Director Leldon E. Echols For For Management
1.5 Elect Director Ronald J. Gafford For For Management
1.6 Elect Director Adrian Lajous For For Management
1.7 Elect Director Melendy E. Lovett For For Management
1.8 Elect Director Charles W. Matthews For For Management
1.9 Elect Director Douglas L. Rock For For Management
1.10 Elect Director Timothy R. Wallace For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Approve Executive Incentive Bonus Plan For For Management
5 Ratify Auditors For For Management
--------------------------------------------------------------------------------
TWO HARBORS INVESTMENT CORP.
Ticker: TWO Security ID: 90187B101
Meeting Date: MAY 21, 2013 Meeting Type: Annual
Record Date: MAR 26, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James J. Bender For For Management
1.2 Elect Director Mark D. Ein For For Management
1.3 Elect Director William W. Johnson For For Management
1.4 Elect Director Stephen G. Kasnet For For Management
1.5 Elect Director W. Reid Sanders For For Management
1.6 Elect Director Thomas Siering For For Management
1.7 Elect Director Brian C. Taylor For For Management
1.8 Elect Director Hope B. Woodhouse For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
U.S. BANCORP
Ticker: USB Security ID: 902973304
Meeting Date: APR 16, 2013 Meeting Type: Annual
Record Date: FEB 20, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Douglas M. Baker, Jr. For For Management
1b Elect Director Y. Marc Belton For For Management
1c Elect Director Victoria Buyniski For For Management
Gluckman
1d Elect Director Arthur D. Collins, Jr. For For Management
1e Elect Director Richard K. Davis For For Management
1f Elect Director Roland A. Hernandez For For Management
1g Elect Director Doreen Woo Ho For For Management
1h Elect Director Joel W. Johnson For For Management
1i Elect Director Olivia F. Kirtley For For Management
1j Elect Director Jerry W. Levin For For Management
1k Elect Director David B. O'Maley For For Management
1l Elect Director O'dell M. Owens For For Management
1m Elect Director Craig D. Schnuck For For Management
1n Elect Director Patrick T. Stokes For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Require Independent Board Chairman Against Against Shareholder
--------------------------------------------------------------------------------
UNION PACIFIC CORPORATION
Ticker: UNP Security ID: 907818108
Meeting Date: MAY 16, 2013 Meeting Type: Annual
Record Date: FEB 28, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andrew H. Card, Jr. For For Management
1.2 Elect Director Erroll B. Davis, Jr. For For Management
1.3 Elect Director Thomas J. Donohue For For Management
1.4 Elect Director Archie W. Dunham For For Management
1.5 Elect Director Judith Richards Hope For For Management
1.6 Elect Director John J. Koraleski For For Management
1.7 Elect Director Charles C. Krulak For For Management
1.8 Elect Director Michael R. McCarthy For For Management
1.9 Elect Director Michael W. McConnell For For Management
1.10 Elect Director Thomas F. McLarty, III For For Management
1.11 Elect Director Steven R. Rogel For For Management
1.12 Elect Director Jose H. Villarreal For For Management
1.13 Elect Director James R. Young For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Approve Omnibus Stock Plan For For Management
5 Report on Lobbying Payments and Policy Against For Shareholder
--------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED
Ticker: UNH Security ID: 91324P102
Meeting Date: JUN 03, 2013 Meeting Type: Annual
Record Date: APR 05, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director William C. Ballard, Jr. For For Management
1b Elect Director Edson Bueno For For Management
1c Elect Director Richard T. Burke For For Management
1d Elect Director Robert J. Darretta For For Management
1e Elect Director Stephen J. Hemsley For For Management
1f Elect Director Michele J. Hooper For For Management
1g Elect Director Rodger A. Lawson For For Management
1h Elect Director Douglas W. Leatherdale For For Management
1i Elect Director Glenn M. Renwick For For Management
1j Elect Director Kenneth I. Shine For For Management
1k Elect Director Gail R. Wilensky For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Report on Lobbying Payments and Policy Against For Shareholder
--------------------------------------------------------------------------------
VALERO ENERGY CORPORATION
Ticker: VLO Security ID: 91913Y100
Meeting Date: MAY 02, 2013 Meeting Type: Annual
Record Date: MAR 05, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jerry D. Choate For For Management
1b Elect Director Ruben M. Escobedo For For Management
1c Elect Director William R. Klesse For For Management
1d Elect Director Deborah P. Majoras For For Management
1e Elect Director Bob Marbut For For Management
1f Elect Director Donald L. Nickles For For Management
1g Elect Director Philip J. Pfeiffer For For Management
1h Elect Director Robert A. Profusek For For Management
1i Elect Director Susan Kaufman Purcell For For Management
1j Elect Director Stephen M. Waters For For Management
1k Elect Director Randall J. Weisenburger For For Management
1l Elect Director Rayford Wilkins, Jr. For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Report on Political Contributions and Against For Shareholder
Lobbying Expenditures
--------------------------------------------------------------------------------
VERISIGN, INC.
Ticker: VRSN Security ID: 92343E102
Meeting Date: MAY 23, 2013 Meeting Type: Annual
Record Date: MAR 28, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director D. James Bidzos For For Management
1.2 Elect Director William L. Chenevich For For Management
1.3 Elect Director Kathleen A. Cote For For Management
1.4 Elect Director Roger H. Moore For For Management
1.5 Elect Director John D. Roach For For Management
1.6 Elect Director Louis A. Simpson For For Management
1.7 Elect Director Timothy Tomlinson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
Ticker: VZ Security ID: 92343V104
Meeting Date: MAY 02, 2013 Meeting Type: Annual
Record Date: MAR 04, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard L. Carrion For For Management
1.2 Elect Director Melanie L. Healey For For Management
1.3 Elect Director M. Frances Keeth For For Management
1.4 Elect Director Robert W. Lane For For Management
1.5 Elect Director Lowell C. McAdam For For Management
1.6 Elect Director Sandra O. Moose For For Management
1.7 Elect Director Joseph Neubauer For For Management
1.8 Elect Director Donald T. Nicolaisen For For Management
1.9 Elect Director Clarence Otis, Jr. For For Management
1.10 Elect Director Hugh B. Price For For Management
1.11 Elect Director Rodney E. Slater For For Management
1.12 Elect Director Kathryn A. Tesija For For Management
1.13 Elect Director Gregory D. Wasson For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Commit to Wireless Network Neutrality Against For Shareholder
6 Report on Lobbying Payments and Policy Against For Shareholder
7 Adopt Proxy Access Right Against For Shareholder
8 Submit Severance Agreement Against For Shareholder
(Change-in-Control) to Shareholder Vote
9 Amend Articles/Bylaws/Charter- Call Against For Shareholder
Special Meetings
10 Provide Right to Act by Written Consent Against For Shareholder
--------------------------------------------------------------------------------
VISA INC.
Ticker: V Security ID: 92826C839
Meeting Date: JAN 30, 2013 Meeting Type: Annual
Record Date: DEC 04, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Gary P. Coughlan For For Management
1b Elect Director Mary B. Cranston For For Management
1c Elect Director Francisco Javier For For Management
Fernandez-Carbajal
1d Elect Director Robert W. Matschullat For For Management
1e Elect Director Cathy E. Minehan For For Management
1f Elect Director Suzanne Nora Johnson For For Management
1g Elect Director David J. Pang For For Management
1h Elect Director Joseph W. Saunders For For Management
1i Elect Director Charles W. Scharf For For Management
1j Elect Director William S. Shanahan For For Management
1k Elect Director John A. Swainson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Report on Lobbying Payments and Policy Against For Shareholder
--------------------------------------------------------------------------------
WHITING PETROLEUM CORPORATION
Ticker: WLL Security ID: 966387102
Meeting Date: MAY 07, 2013 Meeting Type: Annual
Record Date: MAR 12, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas L. Aller For For Management
1.2 Elect Director Michael B. Walen For For Management
2 Approve Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
WPX ENERGY, INC.
Ticker: WPX Security ID: 98212B103
Meeting Date: MAY 22, 2013 Meeting Type: Annual
Record Date: MAR 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John A. Carrig For For Management
1.2 Elect Director Henry E. Lentz For For Management
1.3 Elect Director William G. Lowrie For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Approve Omnibus Stock Plan For For Management
5 Ratify Auditors For For Management
========== END NPX REPORT
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 Zweig Total Return Fund, Inc.
By (Signature and Title)* /s/ George R. Alyward
------------------------------------------------
George R. Alyward, President
Date: August 21, 2013