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. -------------------------------------------------- (exact name of registrant as specified in charter) 101 Munson Street, Greenfield, MA 01301 ---------------------------------------- (Address of principal executive offices) William Renahan, Esq., Virtus Investment Partners, Inc. 100 Pearl Street, Hartford, CT 06103 ------------------------------------------------------- (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: 07/01/2013 - 06/30/2014 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05620 Reporting Period: 07/01/2013 - 06/30/2014 Zweig Total Return Fund Inc ========================= Zweig Total Return Fund, Inc ========================= ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 25, 2014 Meeting Type: Annual Record Date: FEB 27, 2014 # 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 Products with GMO Ingredients Against Against Shareholder 5 Report on Lobbying Payments and Policy Against Against Shareholder 6 Cease Compliance Adjustments to Against For Shareholder Performance Criteria -------------------------------------------------------------------------------- AFLAC INCORPORATED Ticker: AFL Security ID: 001055102 Meeting Date: MAY 05, 2014 Meeting Type: Annual Record Date: FEB 26, 2014 # 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 Barbara K. Rimer For For Management 1k Elect Director Melvin T. Stith For For Management 1l Elect Director David Gary Thompson For For Management 1m Elect Director Takuro Yoshida For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- AGL RESOURCES INC. Ticker: GAS Security ID: 001204106 Meeting Date: APR 29, 2014 Meeting Type: Annual Record Date: FEB 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sandra N. Bane For For Management 1.2 Elect Director Thomas D. Bell, Jr. For For Management 1.3 Elect Director Norman R. Bobins For For Management 1.4 Elect Director Charles R. Crisp For For Management 1.5 Elect Director Brenda J. Gaines For For Management 1.6 Elect Director Arthur E. Johnson For For Management 1.7 Elect Director Wyck A. Knox, Jr. For For Management 1.8 Elect Director Dennis M. Love For For Management 1.9 Elect Director Dean R. O'Hare For For Management 1.10 Elect Director Armando J. Olivera For For Management 1.11 Elect Director John E. Rau For For Management 1.12 Elect Director James A. Rubright For For Management 1.13 Elect Director John W. Somerhalder, II For For Management 1.14 Elect Director Bettina M. Whyte For For Management 1.15 Elect Director Henry C. Wolf For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Nonqualified Employee Stock For For Management Purchase Plan 5 Amend EEO Policy to Prohibit Against For Shareholder Discrimination based on Gender Identity 6 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- ALASKA AIR GROUP, INC. Ticker: ALK Security ID: 011659109 Meeting Date: MAY 08, 2014 Meeting Type: Annual Record Date: MAR 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Patricia M. Bedient For For Management 1.2 Elect Director Marion C. Blakey For For Management 1.3 Elect Director Phyllis J. Campbell For For Management 1.4 Elect Director Jessie J. Knight, Jr. For For Management 1.5 Elect Director Dennis F. Madsen For For Management 1.6 Elect Director Byron I. Mallott For For Management 1.7 Elect Director Helvi K. Sandvik For For Management 1.8 Elect Director J. Kenneth Thompson For For Management 1.9 Elect Director Bradley D. Tilden For For Management 1.10 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 Increase Authorized Common Stock For For Management 5 Adjust Par Value of Common Stock For For Management 6 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: MAY 14, 2014 Meeting Type: Annual Record Date: MAR 24, 2014 # 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 Inform Poor and Less Educated on Against Against Shareholder Health Consequences of Tobacco 5 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 21, 2014 Meeting Type: Annual Record Date: MAR 31, 2014 # 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 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 28, 2014 Meeting Type: Annual Record Date: DEC 30, 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 Adopt Majority Voting for Uncontested For For Management Election of Directors 3 Amend Articles to Eliminate Board For For Management Blank Check Authority to Issue Preferred Stock 4 Establish a Par Value for Common Stock For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Approve Omnibus Stock Plan For For Management 8 Establish Board Committee on Human Against Against Shareholder Rights 9 Report on Trade Associations and Against Against Shareholder Organizations that Promote Sustainability Practices 10 Advisory Vote to Increase Capital Against Against Shareholder Repurchase Program 11 Proxy Access Against Against Shareholder -------------------------------------------------------------------------------- AT&T INC. Ticker: T Security ID: 00206R102 Meeting Date: APR 25, 2014 Meeting Type: Annual Record Date: FEB 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Randall L. Stephenson For For Management 1.2 Elect Director Reuben V. Anderson For For Management 1.3 Elect Director Jaime Chico Pardo For For Management 1.4 Elect Director Scott T. Ford For For Management 1.5 Elect Director James P. Kelly For For Management 1.6 Elect Director Jon C. Madonna For For Management 1.7 Elect Director Michael B. McCallister For For Management 1.8 Elect Director John B. McCoy For For Management 1.9 Elect Director Beth E. Mooney For For Management 1.10 Elect Director Joyce M. Roche For For Management 1.11 Elect Director Matthew K. Rose For For Management 1.12 Elect Director Cynthia B. Taylor 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 Approve Severance For For Management Agreements/Change-in-Control Agreements 5 Report on Indirect Political Against For Shareholder Contributions 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Lower Ownership Threshold for Action Against For Shareholder by Written Consent -------------------------------------------------------------------------------- BB&T CORPORATION Ticker: BBT Security ID: 054937107 Meeting Date: APR 29, 2014 Meeting Type: Annual Record Date: FEB 19, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jennifer S. Banner For For Management 1.2 Elect Director K. David Boyer, Jr. For For Management 1.3 Elect Director Anna R. Cablik For For Management 1.4 Elect Director Ronald E. Deal For For Management 1.5 Elect Director James A. Faulkner For For Management 1.6 Elect Director I. Patricia Henry For For Management 1.7 Elect Director John P. Howe, III For For Management 1.8 Elect Director Erick C. Kendrick For For Management 1.9 Elect Director Kelly S. King For For Management 1.10 Elect Director Louis B. Lynn For For Management 1.11 Elect Director Edward C. Milligan For For Management 1.12 Elect Director Charles A. Patton For For Management 1.13 Elect Director Nido R. Qubein For For Management 1.14 Elect Director Tollie W. Rich, Jr. For For Management 1.15 Elect Director Thomas E. Skains For For Management 1.16 Elect Director Thomas N. Thompson For For Management 1.17 Elect Director Edwin H. Welch For For Management 1.18 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 Adopt Majority Voting for Uncontested For For Management Election of Directors 5 Report on Political Contributions and Against For Shareholder Lobbying Expenditures 6 Claw-back of Payments under Against For Shareholder Restatements -------------------------------------------------------------------------------- BIOGEN IDEC INC. Ticker: BIIB Security ID: 09062X103 Meeting Date: JUN 12, 2014 Meeting Type: Annual Record Date: APR 15, 2014 # 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 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BLACKROCK, INC. Ticker: BLK Security ID: 09247X101 Meeting Date: MAY 29, 2014 Meeting Type: Annual Record Date: APR 03, 2014 # 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 Pamela Daley For For Management 1d Elect Director Jessica P. Einhorn For For Management 1e Elect Director Fabrizio Freda For For Management 1f Elect Director Murry S. Gerber For For Management 1g Elect Director James Grosfeld For For Management 1h Elect Director David H. Komansky For For Management 1i Elect Director Deryck Maughan For For Management 1j Elect Director Cheryl D. Mills For For Management 1k Elect Director Marco Antonio Slim Domit For For Management 1l Elect Director John S. Varley For For Management 1m Elect Director Susan L. Wagner For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- BUCKEYE PARTNERS, L.P. Ticker: BPL Security ID: 118230101 Meeting Date: JUN 03, 2014 Meeting Type: Annual Record Date: APR 07, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Forrest E. Wylie For For Management 1.2 Elect Director Barbara J. Duganier For For Management 1.3 Elect Director Joseph A. LaSala, Jr. For For Management 1.4 Elect Director Martin A. White For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CF INDUSTRIES HOLDINGS, INC. Ticker: CF Security ID: 125269100 Meeting Date: MAY 14, 2014 Meeting Type: Annual Record Date: MAR 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert C. Arzbaecher For For Management 1b Elect Director William Davisson For For Management 1c Elect Director Stephen J. Hagge For For Management 1d Elect Director Robert G. Kuhbach For For Management 1e Elect Director Edward A. Schmitt For For Management 2 Eliminate Supermajority Vote For For Management Requirement 3 Eliminate Supermajority Vote For For Management Requirement 4 Eliminate Supermajority Vote For For Management Requirement 5 Provide Right to Call Special Meeting For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Approve Omnibus Stock Plan For For Management 8 Ratify Auditors For For Management -------------------------------------------------------------------------------- CHEVRON CORPORATION Ticker: CVX Security ID: 166764100 Meeting Date: MAY 28, 2014 Meeting Type: Annual Record Date: APR 02, 2014 # 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 Jon M. Huntsman, Jr. For For Management 1f Elect Director George L. Kirkland For For Management 1g Elect Director Charles W. Moorman, IV For For Management 1h Elect Director Kevin W. Sharer For For Management 1i Elect Director John G. Stumpf For For Management 1j Elect Director Ronald D. Sugar For For Management 1k Elect Director Carl Ware For For Management 1l 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 Report on Charitable Contributions Against Against Shareholder 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Report on Management of Hydraulic Against For Shareholder Fracturing Risks and Opportunities 7 Require Independent Board Chairman Against Against Shareholder 8 Amend Bylaws -- Call Special Meetings Against For Shareholder 9 Require Director Nominee with Against For Shareholder Environmental Experience 10 Adopt Guidelines for Country Selection Against For Shareholder -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 19, 2013 Meeting Type: Annual Record Date: SEP 20, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Carol A. Bartz For For Management 1b Elect Director Marc Benioff For For Management 1c Elect Director Gregory Q. Brown For For Management 1d Elect Director M. Michele Burns For For Management 1e Elect Director Michael D. Capellas For For Management 1f Elect Director John T. Chambers For For Management 1g Elect Director Brian L. Halla For For Management 1h Elect Director John L. Hennessy For For Management 1i Elect Director Kristina M. Johnson For For Management 1j Elect Director Roderick C. McGeary For For Management 1k Elect Director Arun Sarin For For Management 1l Elect Director Steven M. West For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management 5 Approve Proxy Advisor Competition Against Against Shareholder -------------------------------------------------------------------------------- COACH, INC. Ticker: COH Security ID: 189754104 Meeting Date: NOV 07, 2013 Meeting Type: Annual Record Date: SEP 09, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lew Frankfort For For Management 1.2 Elect Director Susan Kropf For For Management 1.3 Elect Director Gary Loveman For For Management 1.4 Elect Director Victor Luis For For Management 1.5 Elect Director Ivan Menezes For For Management 1.6 Elect Director Irene Miller For For Management 1.7 Elect Director Michael Murphy For For Management 1.8 Elect Director Stephanie Tilenius For For Management 1.9 Elect Director Jide Zeitlin For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 21, 2014 Meeting Type: Annual Record Date: MAR 21, 2014 # 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 Edward D. Breen For For Management 1.4 Elect Director Joseph J. Collins For For Management 1.5 Elect Director J. Michael Cook For For Management 1.6 Elect Director Gerald L. Hassell For For Management 1.7 Elect Director Jeffrey A. Honickman For For Management 1.8 Elect Director Eduardo G. Mestre For For Management 1.9 Elect Director Brian L. Roberts For For Management 1.10 Elect Director Ralph J. Roberts For For Management 1.11 Elect Director Johnathan A. Rodgers For For Management 1.12 Elect Director Judith Rodin 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 Pro-rata Vesting of Equity Plans Against For Shareholder -------------------------------------------------------------------------------- CONTINENTAL RESOURCES, INC. Ticker: CLR Security ID: 212015101 Meeting Date: MAY 23, 2014 Meeting Type: Annual Record Date: MAR 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David L. Boren For For Management 1.2 Elect Director William B. Berry For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- CUMMINS INC. Ticker: CMI Security ID: 231021106 Meeting Date: MAY 13, 2014 Meeting Type: Annual Record Date: MAR 11, 2014 # 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 Robert K. Herdman For For Management 6 Elect Director Robert J. Bernhard For For Management 7 Elect Director Franklin R. Chang Diaz For For Management 8 Elect Director Stephen B. Dobbs For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 10 Ratify Auditors For For Management 11 Provide For Confidential Running Vote Against For Shareholder Tallies -------------------------------------------------------------------------------- DARDEN RESTAURANTS, INC. Ticker: DRI Security ID: 237194105 Meeting Date: SEP 18, 2013 Meeting Type: Annual Record Date: JUL 22, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael W. Barnes For For Management 1.2 Elect Director Leonard L. Berry For For Management 1.3 Elect Director Christopher J. (CJ) For For Management Fraleigh 1.4 Elect Director Victoria D. Harker For For Management 1.5 Elect Director David H. Hughes For For Management 1.6 Elect Director Charles A. Ledsinger, For For Management Jr. 1.7 Elect Director William M. Lewis, Jr. For For Management 1.8 Elect Director Connie Mack, III For For Management 1.9 Elect Director Andrew H. (Drew) Madsen For For Management 1.10 Elect Director Clarence Otis, Jr. For For Management 1.11 Elect Director Michael D. Rose For For Management 1.12 Elect Director Maria A. Sastre For For Management 1.13 Elect Director William S. Simon For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management 5 Require a Majority Vote for the Against For Shareholder Election of Directors 6 Adopt Proxy Access Right Against For Shareholder 7 Report on Political Contributions Against For Shareholder 8 Report on Lobbying Payments and Policy Against For Shareholder 9 Prepare Employment Diversity Report Against For Shareholder -------------------------------------------------------------------------------- DARDEN RESTAURANTS, INC. Ticker: DRI Security ID: 237194105 Meeting Date: APR 30, 2014 Meeting Type: Proxy Contest Record Date: MAR 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (Blue Card) None 1 Revoke Consent to Request Special For Did Not Vote Shareholder Meeting # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (White Card) None 1 Consent to Request Special Meeting For For Shareholder -------------------------------------------------------------------------------- DEERE & COMPANY Ticker: DE Security ID: 244199105 Meeting Date: FEB 26, 2014 Meeting Type: Annual Record Date: DEC 31, 2013 # 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 Gregory R. Page For For Management 1j Elect Director Thomas H. Patrick 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 Ratify Auditors For For Management -------------------------------------------------------------------------------- DOVER CORPORATION Ticker: DOV Security ID: 260003108 Meeting Date: MAY 01, 2014 Meeting Type: Annual Record Date: MAR 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert W. Cremin For For Management 1b Elect Director Jean-Pierre M. Ergas For For Management 1c Elect Director Peter T. Francis For For Management 1d Elect Director Kristiane C. Graham For For Management 1e Elect Director Michael F. Johnston For For Management 1f Elect Director Robert A. Livingston For For Management 1g Elect Director Richard K. Lochridge For For Management 1h Elect Director Bernard G. Rethore For For Management 1i Elect Director Michael B. Stubbs For For Management 1j Elect Director Stephen M. Todd For For Management 1k Elect Director Stephen K. Wagner For For Management 1l Elect Director Mary A. Winston For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Eliminate Supermajority Vote For For Management Requirement 6 Eliminate Supermajority Vote For For Management Requirement 7 Eliminate Supermajority Vote For For Management Requirement 8 Provide Right to Call Special Meeting For For Management -------------------------------------------------------------------------------- E. I. DU PONT DE NEMOURS AND COMPANY Ticker: DD Security ID: 263534109 Meeting Date: APR 23, 2014 Meeting Type: Annual Record Date: FEB 26, 2014 # 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 1l Elect Director Patrick J. Ward For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Prohibit Political Contributions Against Against Shareholder 5 Report on Herbicide Use on GMO Crops Against Against Shareholder 6 Establish Committee on Plant Closures Against Against Shareholder 7 Pro-rata Vesting of Equity Awards Against For Shareholder -------------------------------------------------------------------------------- ELI LILLY AND COMPANY Ticker: LLY Security ID: 532457108 Meeting Date: MAY 05, 2014 Meeting Type: Annual Record Date: FEB 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael L. Eskew For For Management 1b Elect Director Karen N. Horn For For Management 1c Elect Director William G. Kaelin, Jr. For For Management 1d Elect Director John C. Lechleiter For For Management 1e Elect Director Marschall S. Runge For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- EMC CORPORATION Ticker: EMC Security ID: 268648102 Meeting Date: APR 30, 2014 Meeting Type: Annual Record Date: FEB 28, 2014 # 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 William D. Green For For Management 1g Elect Director Edmund F. Kelly For For Management 1h Elect Director Jami Miscik 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 Require Independent Board Chairman Against For Shareholder 5 Screen Political Contributions for Against Against Shareholder Consistency with Corporate Values -------------------------------------------------------------------------------- EXPRESS, INC. Ticker: EXPR Security ID: 30219E103 Meeting Date: JUN 12, 2014 Meeting Type: Annual Record Date: APR 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael G. Archbold For For Management 1.2 Elect Director Peter S. Swinburn For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- FIFTH THIRD BANCORP Ticker: FITB Security ID: 316773100 Meeting Date: APR 15, 2014 Meeting Type: Annual Record Date: FEB 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nicholas K. Akins For For Management 1.2 Elect Director B. Evan Bayh, III For For Management 1.3 Elect Director Ulysses L. Bridgeman, For For Management Jr. 1.4 Elect Director Emerson L. Brumback For For Management 1.5 Elect Director James P. Hackett For For Management 1.6 Elect Director Gary R. Heminger For For Management 1.7 Elect Director Jewell D. Hoover For For Management 1.8 Elect Director Kevin T. Kabat For For Management 1.9 Elect Director Mitchel D. Livingston, For For Management Ph.D. 1.10 Elect Director Michael B. McCallister For For Management 1.11 Elect Director Hendrik G. Meijer For For Management 1.12 Elect Director Marsha C. Williams For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- FORD MOTOR COMPANY Ticker: F Security ID: 345370860 Meeting Date: MAY 08, 2014 Meeting Type: Annual Record Date: MAR 12, 2014 # 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 P. Hackett For For Management 1.8 Elect Director James H. Hance, Jr. For For Management 1.9 Elect Director William W. Helman, IV For For Management 1.10 Elect Director Jon M. Huntsman, Jr. For For Management 1.11 Elect Director John C. Lechleiter For For Management 1.12 Elect Director Ellen R. Marram For For Management 1.13 Elect Director Alan Mulally For For Management 1.14 Elect Director Homer A. Neal For For Management 1.15 Elect Director Gerald L. Shaheen For For Management 1.16 Elect Director John L. Thornton For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Approve Non-Employee Director Omnibus For For Management Stock Plan 5 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 6 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings -------------------------------------------------------------------------------- FREEPORT-MCMORAN COPPER & GOLD INC. Ticker: FCX Security ID: 35671D857 Meeting Date: JUL 16, 2013 Meeting Type: Annual Record Date: MAY 24, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard C. Adkerson For For Management 1.2 Elect Director Robert J. Allison, Jr. For For Management 1.3 Elect Director Alan R. Buckwalter, III For For Management 1.4 Elect Director Robert A. Day For For Management 1.5 Elect Director James C. Flores For For Management 1.6 Elect Director Gerald J. Ford For For Management 1.7 Elect Director Thomas A. Fry, III For For Management 1.8 Elect Director H. Devon Graham, Jr. For For Management 1.9 Elect Director Charles C. Krulak For For Management 1.10 Elect Director Bobby Lee Lackey For For Management 1.11 Elect Director Jon C. Madonna For For Management 1.12 Elect Director Dustan E. McCoy For For Management 1.13 Elect Director James R. Moffett For For Management 1.14 Elect Director B. M. Rankin, Jr. For For Management 1.15 Elect Director Stephen H. Siegele For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Request Director Nominee with Against For Shareholder Environmental Qualifications 5 Require Independent Board Chairman Against For Shareholder 6 Adopt Policy and Report on Board Against For Shareholder Diversity 7 Amend Bylaws-- Call Special Meetings Against For Shareholder -------------------------------------------------------------------------------- FREEPORT-MCMORAN COPPER & GOLD INC. Ticker: FCX Security ID: 35671D857 Meeting Date: JUN 17, 2014 Meeting Type: Annual Record Date: APR 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard C. Adkerson For For Management 1.2 Elect Director Robert J. Allison, Jr. For For Management 1.3 Elect Director Alan R. Buckwalter, III For For Management 1.4 Elect Director Robert A. Day For For Management 1.5 Elect Director James C. Flores For For Management 1.6 Elect Director Gerald J. Ford For For Management 1.7 Elect Director Thomas A. Fry, III For For Management 1.8 Elect Director H. Devon Graham, Jr. For For Management 1.9 Elect Director Lydia H. Kennard For For Management 1.10 Elect Director Charles C. Krulak For For Management 1.11 Elect Director Bobby Lee Lackey For For Management 1.12 Elect Director Jon C. Madonna For For Management 1.13 Elect Director Dustan E. McCoy For For Management 1.14 Elect Director James R. Moffett For For Management 1.15 Elect Director Stephen H. Siegele For For Management 1.16 Elect Director Frances Fragos Townsend For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Require Director Nominee with Against Against Shareholder Environmental Experience -------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Ticker: GE Security ID: 369604103 Meeting Date: APR 23, 2014 Meeting Type: Annual Record Date: FEB 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director W. Geoffrey Beattie For For Management 2 Elect Director John J. Brennan For For Management 3 Elect Director James I. Cash, Jr. For For Management 4 Elect Director Francisco D'Souza For For Management 5 Elect Director Marijn E. Dekkers For For Management 6 Elect Director Ann M. Fudge For For Management 7 Elect Director Susan J. Hockfield For For Management 8 Elect Director Jeffrey R. Immelt For For Management 9 Elect Director Andrea Jung For For Management 10 Elect Director Robert W. Lane For For Management 11 Elect Director Rochelle B. Lazarus For For Management 12 Elect Director James J. Mulva For For Management 13 Elect Director James E. Rohr For For Management 14 Elect Director Mary L. Schapiro For For Management 15 Elect Director Robert J. Swieringa For For Management 16 Elect Director James S. Tisch For For Management 17 Elect Director Douglas A. Warner, III For For Management 18 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 19 Ratify Auditors For For Management 20 Provide for Cumulative Voting Against For Shareholder 21 Stock Retention/Holding Period Against Against Shareholder 22 Require More Director Nominations Than Against Against Shareholder Open Seats 23 Provide Right to Act by Written Consent Against Against Shareholder 24 Cessation of All Stock Options and Against Against Shareholder Bonuses 25 Seek Sale of Company Against Against Shareholder -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 07, 2014 Meeting Type: Annual Record Date: MAR 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John F. Cogan For For Management 1b Elect Director Etienne F. Davignon For For Management 1c Elect Director Carla A. Hills For For Management 1d Elect Director Kevin E. Lofton For For Management 1e Elect Director John W. Madigan For For Management 1f Elect Director John C. Martin For For Management 1g Elect Director Nicholas G. Moore For For Management 1h Elect Director Richard J. Whitley For For Management 1i Elect Director Gayle E. Wilson For For Management 1j Elect Director Per Wold-Olsen For For Management 2 Ratify Auditors For For Management 3 Approve Amendment to Certificate of For Against Management Incorporation to Adopt Delaware as the Exclusive Forum for Certain Legal Actions 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Require Independent Board Chairman Against Against Shareholder 6 Provide Right to Act by Written Consent Against For Shareholder 7 Link CEO Compensation to Patient Against Against Shareholder Access to the Company's Medicine -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Ticker: GSK Security ID: 37733W105 Meeting Date: MAY 07, 2014 Meeting Type: Annual Record Date: MAR 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Re-elect Sir Christopher Gent as For For Management Director 5 Re-elect Sir Andrew Witty as Director For For Management 6 Re-elect Sir Roy Anderson as Director For For Management 7 Re-elect Dr Stephanie Burns as Director For For Management 8 Re-elect Stacey Cartwright as Director For For Management 9 Re-elect Simon Dingemans as Director For For Management 10 Re-elect Lynn Elsenhans as Director For For Management 11 Re-elect Judy Lewent as Director For For Management 12 Re-elect Sir Deryck Maughan as Director For For Management 13 Re-elect Dr Daniel Podolsky as Director For For Management 14 Re-elect Dr Moncef Slaoui as Director For For Management 15 Re-elect Tom de Swaan as Director For For Management 16 Re-elect Jing Ulrich as Director For For Management 17 Re-elect Hans Wijers as Director For For Management 18 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 19 Authorise the Audit & Risk Committee For For Management to Fix Remuneration of Auditors 20 Authorise EU Political Donations and For For Management Expenditure 21 Authorise Issue of Equity with For For Management Pre-emptive Rights 22 Authorise Issue of Equity without For For Management Pre-emptive Rights 23 Authorise Market Purchase of Ordinary For For Management Shares 24 Approve the Exemption from Statement For For Management of the Name of the Senior Statutory Auditor in Published Copies of the Auditors' Reports 25 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- GOOGLE INC. Ticker: GOOG Security ID: 38259P508 Meeting Date: MAY 14, 2014 Meeting Type: Annual Record Date: MAR 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry Page For For Management 1.2 Elect Director Sergey Brin For Withhold 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 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Require a Majority Vote for the Against For Shareholder Election of Directors 7 Adopt Policy and Report on Impact of Against Against Shareholder Tax Strategy 8 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- HASBRO, INC. Ticker: HAS Security ID: 418056107 Meeting Date: MAY 22, 2014 Meeting Type: Annual Record Date: MAR 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Basil L. Anderson For For Management 1.2 Elect Director Alan R. Batkin For For Management 1.3 Elect Director Frank J. Biondi, Jr. For For Management 1.4 Elect Director Kenneth A. Bronfin For For Management 1.5 Elect Director John M. Connors, Jr. For For Management 1.6 Elect Director Michael W.O. Garrett For For Management 1.7 Elect Director Lisa Gersh For For Management 1.8 Elect Director Brian D. Goldner For For Management 1.9 Elect Director Jack M. Greenberg For For Management 1.10 Elect Director Alan G. Hassenfeld For For Management 1.11 Elect Director Tracy A. Leinbach For For Management 1.12 Elect Director Edward M. Philip For For Management 1.13 Elect Director Richard S. Stoddart For For Management 1.14 Elect Director Alfred J. Verrecchia For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- HELMERICH & PAYNE, INC. Ticker: HP Security ID: 423452101 Meeting Date: MAR 05, 2014 Meeting Type: Annual Record Date: JAN 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Hans Helmerich For For Management 1b Elect Director John W. Lindsay For For Management 1c Elect Director Paula Marshall For For Management 1d Elect Director Randy A. Foutch For For Management 1e Elect Director John D. Zeglis For For Management 1f Elect Director William L. Armstrong For For Management 1g Elect Director Thomas A. Petrie 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 22, 2014 Meeting Type: Annual Record Date: MAR 24, 2014 # 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 Brian M. Krzanich For For Management 1g Elect Director James D. Plummer For For Management 1h Elect Director David S. Pottruck For For Management 1i Elect Director Frank D. Yeary For For Management 1j Elect Director David B. Yoffie For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- JABIL CIRCUIT, INC. Ticker: JBL Security ID: 466313103 Meeting Date: JAN 23, 2014 Meeting Type: Annual Record Date: NOV 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martha F. Brooks For For Management 1.2 Elect Director Mel S. Lavitt For For Management 1.3 Elect Director Timothy L. Main For For Management 1.4 Elect Director Mark T. Mondello For For Management 1.5 Elect Director Lawrence J. Murphy For For Management 1.6 Elect Director Frank A. Newman For For Management 1.7 Elect Director Steven A. Raymund For For Management 1.8 Elect Director Thomas A. Sansone For For Management 1.9 Elect Director David M. Stout For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Other Business For Against Management -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 20, 2014 Meeting Type: Annual Record Date: MAR 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda B. Bammann For For Management 1b Elect Director James A. Bell For For Management 1c Elect Director Crandall C. Bowles For For Management 1d Elect Director Stephen B. Burke For For Management 1e Elect Director James S. Crown For For Management 1f Elect Director James Dimon For For Management 1g Elect Director Timothy P. Flynn For For Management 1h Elect Director Laban P. Jackson, Jr. For For Management 1i Elect Director Michael A. Neal For For Management 1j Elect Director Lee R. Raymond For For Management 1k Elect Director William C. Weldon 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 Against Shareholder 5 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 6 Provide for Cumulative Voting Against For Shareholder -------------------------------------------------------------------------------- KNOWLES CORPORATION Ticker: KN Security ID: 49926D109 Meeting Date: MAY 13, 2014 Meeting Type: Annual Record Date: MAR 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Niew For For Management 1.2 Elect Director Keith L. Barnes For For Management 1.3 Elect Director Richard K. Lochridge 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 -------------------------------------------------------------------------------- LEAR CORPORATION Ticker: LEA Security ID: 521865204 Meeting Date: MAY 15, 2014 Meeting Type: Annual Record Date: MAR 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard H. Bott For For Management 1b Elect Director Thomas P. Capo For For Management 1c Elect Director Jonathan F. Foster For For Management 1d Elect Director Kathleen A. Ligocki For For Management 1e Elect Director Conrad L. Mallett, Jr. For For Management 1f Elect Director Donald L. Runkle For For Management 1g Elect Director Matthew J. Simoncini For For Management 1h Elect Director Gregory C. Smith For For Management 1i Elect Director Henry D. G. Wallace 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 Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- LINCOLN NATIONAL CORPORATION Ticker: LNC Security ID: 534187109 Meeting Date: MAY 22, 2014 Meeting Type: Annual Record Date: MAR 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis R. Glass For For Management 1.2 Elect Director Gary C. Kelly For For Management 1.3 Elect Director Michael F. Mee 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 -------------------------------------------------------------------------------- LOCKHEED MARTIN CORPORATION Ticker: LMT Security ID: 539830109 Meeting Date: APR 24, 2014 Meeting Type: Annual Record Date: FEB 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel F. Akerson For For Management 1.2 Elect Director Nolan D. Archibald For For Management 1.3 Elect Director Rosalind G. Brewer For For Management 1.4 Elect Director David B. Burritt For For Management 1.5 Elect Director James O. Ellis, Jr. For For Management 1.6 Elect Director Thomas J. Falk For For Management 1.7 Elect Director Marillyn A. Hewson For For Management 1.8 Elect Director Gwendolyn S. King For For Management 1.9 Elect Director James M. Loy For For Management 1.10 Elect Director Douglas H. McCorkindale For For Management 1.11 Elect Director Joseph W. Ralston For For Management 1.12 Elect Director Anne Stevens 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 Provide Right to Act by Written Consent Against For Shareholder 6 Stock Retention/Holding Period Against For Shareholder 7 Claw-back of Payments under Against Against Shareholder Restatements -------------------------------------------------------------------------------- MACY'S, INC. Ticker: M Security ID: 55616P104 Meeting Date: MAY 16, 2014 Meeting Type: Annual Record Date: MAR 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stephen F. Bollenbach For For Management 1b Elect Director Deirdre P. Connelly For For Management 1c Elect Director Meyer Feldberg For For Management 1d Elect Director Sara Levinson For For Management 1e Elect Director Terry J. Lundgren For For Management 1f Elect Director Joseph Neubauer For For Management 1g Elect Director Joyce M. Roche For For Management 1h Elect Director Paul C. Varga For For Management 1i Elect Director Craig E. Weatherup For For Management 1j Elect Director Marna C. Whittington 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 -------------------------------------------------------------------------------- MASTERCARD INCORPORATED Ticker: MA Security ID: 57636Q104 Meeting Date: JUN 03, 2014 Meeting Type: Annual Record Date: APR 09, 2014 # 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 Julius Genachowski For For Management 1g Elect Director Merit E. Janow For For Management 1h Elect Director Nancy J. Karch For For Management 1i Elect Director Marc Olivie For For Management 1j Elect Director Rima Qureshi For For Management 1k Elect Director Jose Octavio Reyes For For Management Lagunes 1l Elect Director Jackson P. Tai For For Management 1m 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 27, 2014 Meeting Type: Annual Record Date: MAR 31, 2014 # 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 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Provide Right to Act by Written Consent Against For Shareholder 5 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings -------------------------------------------------------------------------------- NETAPP, INC. Ticker: NTAP Security ID: 64110D104 Meeting Date: SEP 13, 2013 Meeting Type: Annual Record Date: JUL 24, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Daniel J. Warmenhoven For For Management 1b Elect Director Nicholas G. Moore For For Management 1c Elect Director Thomas Georgens For For Management 1d Elect Director Jeffry R. Allen For For Management 1e Elect Director Alan L. Earhart For For Management 1f Elect Director Gerald Held For For Management 1g Elect Director T. Michael Nevens For For Management 1h Elect Director George T. Shaheen For For Management 1i Elect Director Robert T. Wall For For Management 1j Elect Director Richard P. Wallace For For Management 1k Elect Director Tor R. Braham For For Management 1l Elect Director Kathryn M. Hill For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5a Remove Supermajority Voting Standards For For Management for Amendments to Article VI of the Company's Certificate of Incorporation 5b Remove Supermajority Voting Standards For For Management for Approve Amendments to Article X of the Company's Certificate of Incorporation 6 Pro-rata Vesting of Equity Plan Against For Shareholder 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- NOBLE CORPORATION PLC Ticker: NE Security ID: G65431101 Meeting Date: JUN 10, 2014 Meeting Type: Annual Record Date: APR 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Scott D. Josey For For Management 2 Elect Director Jon A. Marshall For For Management 3 Elect Director Mary P. Ricciardello For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Independent Registered Public Accounting Firm 5 Ratify PricewaterhouseCoopers LLP as For For Management Statutory Auditor 6 Authorize Audit Committee to Fix For For Management Remuneration of Statutory Auditors 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 8 Advisory Vote to Ratify Directors' For For Management Compensation Report 9 Approve Remuneration Policy For For Management 10 Approve Dividends For For Management 11 Declassify the Board of Directors For For Management -------------------------------------------------------------------------------- PARKER-HANNIFIN CORPORATION Ticker: PH Security ID: 701094104 Meeting Date: OCT 23, 2013 Meeting Type: Annual Record Date: AUG 30, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert G. Bohn For For Management 1.2 Elect Director Linda S. Harty For For Management 1.3 Elect Director William E. Kassling For For Management 1.4 Elect Director Robert J. Kohlhepp For For Management 1.5 Elect Director Kevin A. Lobo For For Management 1.6 Elect Director Klaus-Peter Muller For Withhold Management 1.7 Elect Director Candy M. Obourn For For Management 1.8 Elect Director Joseph M. Scaminace For For Management 1.9 Elect Director Wolfgang R. Schmitt For For Management 1.10 Elect Director Ake Svensson For For Management 1.11 Elect Director James L. Wainscott For For Management 1.12 Elect Director Donald E. Washkewicz For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 07, 2014 Meeting Type: Annual Record Date: FEB 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Shona L. Brown For For Management 1b Elect Director George W. Buckley For For Management 1c Elect Director Ian M. Cook For For Management 1d Elect Director Dina Dublon For For Management 1e Elect Director Rona A. Fairhead For For Management 1f Elect Director Ray L. Hunt For For Management 1g Elect Director Alberto Ibarguen For For Management 1h Elect Director Indra K. Nooyi For For Management 1i Elect Director Sharon Percy Rockefeller For For Management 1j Elect Director James J. Schiro For For Management 1k Elect Director Lloyd G. Trotter For For Management 1l Elect Director Daniel Vasella For For Management 1m 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 4 Amend Executive Incentive Bonus Plan For For Management 5 Require Shareholder Vote to Approve Against Against Shareholder Political Contributions Policy 6 Stock Retention/Holding Period Against For Shareholder -------------------------------------------------------------------------------- QUALCOMM INCORPORATED Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 04, 2014 Meeting Type: Annual Record Date: JAN 06, 2014 # 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 Steven M. Mollenkopf For For Management 1i Elect Director Duane A. Nelles For For Management 1j Elect Director Clark T. 'Sandy' Randt, For For Management Jr. 1k Elect Director Francisco Ros For For Management 1l Elect Director Jonathan J. Rubinstein For For Management 1m Elect Director Brent Scowcroft For For Management 1n Elect Director Marc I. Stern For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ROYAL BANK OF CANADA Ticker: RY Security ID: 780087102 Meeting Date: FEB 26, 2014 Meeting Type: Annual Record Date: JAN 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Geoffrey Beattie For For Management 1.2 Elect Director David F. Denison For For Management 1.3 Elect Director Richard L. George For For Management 1.4 Elect Director Timothy J. Hearn For For Management 1.5 Elect Director Alice D. Laberge For For Management 1.6 Elect Director Michael H. McCain For For Management 1.7 Elect Director Heather Munroe-Blum For For Management 1.8 Elect Director Gordon M. Nixon For For Management 1.9 Elect Director J. Pedro Reinhard For For Management 1.10 Elect Director Thomas A. Renyi For For Management 1.11 Elect Director Edward Sonshine For For Management 1.12 Elect Director Kathleen P. Taylor For For Management 1.13 Elect Director Bridget A. van Kralingen For For Management 1.14 Elect Director Victor L. Young For For Management 2 Ratify Deloitte LLP as Auditors For For Management 3 Advisory Vote on Executive For For Management Compensation Approach 4 SP 1: Phase Out Stock Options as a Against Against Shareholder Form of Compensation 5 Sp 2: Disclose Conformation to the Against Against Shareholder OECD's Guidelines 6 SP 3: Auditor Rotation Against Against Shareholder 7 SP 4: Provide Response on Say-on-Pay Against Against Shareholder Vote Results 8 SP 5: Require Feedback Following a Against Against Shareholder High Percentage of Votes Withheld for Nomination of a Director -------------------------------------------------------------------------------- SCHLUMBERGER LIMITED Ticker: SLB Security ID: 806857108 Meeting Date: APR 09, 2014 Meeting Type: Annual Record Date: FEB 19, 2014 # 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 Maureen Kempston Darkes For For Management 1e Elect Director Paal Kibsgaard For For Management 1f Elect Director Nikolay Kudryavtsev For For Management 1g Elect Director Michael E. Marks For For Management 1h Elect Director Lubna S. Olayan For For Management 1i Elect Director Leo 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 -------------------------------------------------------------------------------- T. ROWE PRICE GROUP, INC. Ticker: TROW Security ID: 74144T108 Meeting Date: APR 24, 2014 Meeting Type: Annual Record Date: FEB 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mark S. Bartlett For For Management 1b Elect Director Edward C. Bernard For For Management 1c Elect Director Mary K. Bush For For Management 1d Elect Director Donald B. Hebb, Jr. For For Management 1e Elect Director Freeman A. Hrabowski, For For Management III 1f Elect Director James A.C. Kennedy For For Management 1g Elect Director Robert F. MacLellan For For Management 1h Elect Director Brian C. Rogers For For Management 1i Elect Director Olympia J. Snowe For For Management 1j Elect Director Alfred Sommer For For Management 1k Elect Director Dwight S. Taylor For For Management 1l Elect Director Anne Marie Whittemore For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- TEMPLETON DRAGON FUND, INC. Ticker: TDF Security ID: 88018T101 Meeting Date: MAY 30, 2014 Meeting Type: Annual Record Date: MAR 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harris J. Ashton For For Management 1.2 Elect Director Frank J. Crothers For For Management 1.3 Elect Director J. Michael Luttig For For Management 1.4 Elect Director Constantine D. For For Management Tseretopoulos 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Security ID: 882508104 Meeting Date: APR 17, 2014 Meeting Type: Annual Record Date: FEB 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ralph W. Babb, Jr. For For Management 1b Elect Director Mark A. Blinn For For Management 1c Elect Director Daniel A. Carp For For Management 1d Elect Director Carrie S. Cox For For Management 1e Elect Director Ronald Kirk For For Management 1f Elect Director Pamela H. Patsley For For Management 1g Elect Director Robert E. Sanchez For For Management 1h Elect Director Wayne R. Sanders For For Management 1i Elect Director Ruth J. Simmons For For Management 1j Elect Director Richard K. Templeton For For Management 1k Elect Director Christine Todd Whitman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- THE GOLDMAN SACHS GROUP, INC. Ticker: GS Security ID: 38141G104 Meeting Date: MAY 16, 2014 Meeting Type: Annual Record Date: MAR 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd C. Blankfein For For Management 1b Elect Director M. Michele Burns For For Management 1c Elect Director Gary D. Cohn For For Management 1d Elect Director Claes Dahlback For For Management 1e Elect Director William W. George For For Management 1f Elect Director James A. Johnson For For Management 1g Elect Director Lakshmi N. Mittal For For Management 1h Elect Director Adebayo O. Ogunlesi For For Management 1i Elect Director Peter Oppenheimer For For Management 1j Elect Director James J. Schiro For For Management 1k Elect Director Debora L. Spar For For Management 1l Elect Director Mark E. Tucker For For Management 1m Elect Director David A. Viniar For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Adopt Proxy Access Right Against Against Shareholder -------------------------------------------------------------------------------- THE GOODYEAR TIRE & RUBBER COMPANY Ticker: GT Security ID: 382550101 Meeting Date: APR 14, 2014 Meeting Type: Annual Record Date: FEB 18, 2014 # 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 Michael J. Morell For For Management 1i Elect Director Roderick A. Palmore 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 For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- TIME WARNER INC. Ticker: TWX Security ID: 887317303 Meeting Date: JUN 13, 2014 Meeting Type: Annual Record Date: APR 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director William P. Barr For For Management 1.3 Elect Director Jeffrey L. Bewkes For For Management 1.4 Elect Director Stephen F. Bollenbach For For Management 1.5 Elect Director Robert C. Clark For For Management 1.6 Elect Director Mathias Dopfner For For Management 1.7 Elect Director Jessica P. Einhorn For For Management 1.8 Elect Director Carlos M. Gutierrez For For Management 1.9 Elect Director Fred Hassan For For Management 1.10 Elect Director Kenneth J. Novack For For Management 1.11 Elect Director Paul D. Wachter For For Management 1.12 Elect Director Deborah C. Wright 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 -------------------------------------------------------------------------------- TOTAL SA Ticker: FP Security ID: 89151E109 Meeting Date: MAY 16, 2014 Meeting Type: Annual/Special Record Date: APR 08, 2014 # 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 2.38 per Share 4 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 5 Reelect Patricia Barbizet as Director For For Management 6 Reelect Marie-Christine For For Management Coisne-Roquette as Director 7 Reelect Paul Desmarais Jr as Director For Against Management 8 Reelect Barbara Kux as Director For For Management 9 Advisory Vote on Compensation of For For Management Christophe de Margerie 10 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 2.5 Billion and/or Authorize Capitalization of Reserves for Bonus Issue or Increase in Par Value 11 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 575 Million 12 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Item 11 13 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 14 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 15 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved for International Subsidiaries 16 Authorize up to 0.8 Percent of Issued For Against Management Capital for Use in Restricted Stock Plans 17 Amend Article 11 of Bylaws Re: For For Management Employee Representatives and Employee Shareholder Representatives 18 Amend Article 12 of Bylaws Re: Age For For Management Limit for Chairman of the Board 19 Amend Article 15 of Bylaws Re: Age For For Management Limit for CEO 20 Amend Article 17 of Bylaws Re: Proxy For For Management Voting 21 Amend Board Internal Rules Re: Against Against Shareholder Publication of a Quarterly Newsletter Written by Employee Shareholder Representatives and Employee Representatives 22 Amend the Social Criteria that are Against Against Shareholder Currently Linked to Executive Compensation from Negative Safety Indicators to Positive Safety Indicator 23 Allow Loyalty Dividends to Long-Term Against Against Shareholder Registered Shareholders and Amend Article 20 of Bylaws 24 Approve Appointment of Employee Against Against Shareholder Representatives to the Board Committees and Amend Article 12.5 of Bylaws 25 Amend Article 12.7 of Bylaws: Against Against Shareholder Remuneration of Directors -------------------------------------------------------------------------------- TRINITY INDUSTRIES, INC. Ticker: TRN Security ID: 896522109 Meeting Date: MAY 05, 2014 Meeting Type: Annual Record Date: MAR 14, 2014 # 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 Charles W. Matthews For For Management 1.8 Elect Director Douglas L. Rock For For Management 1.9 Elect Director Dunia A. Shive 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 Ratify Auditors For For Management -------------------------------------------------------------------------------- U.S. BANCORP Ticker: USB Security ID: 902973304 Meeting Date: APR 15, 2014 Meeting Type: Annual Record Date: FEB 18, 2014 # 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 15, 2014 Meeting Type: Annual Record Date: MAR 24, 2014 # 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 David B. Dillon For For Management 1.4 Elect Director Judith Richards Hope For For Management 1.5 Elect Director John J. Koraleski For For Management 1.6 Elect Director Charles C. Krulak For For Management 1.7 Elect Director Michael R. McCarthy For For Management 1.8 Elect Director Michael W. McConnell For For Management 1.9 Elect Director Thomas F. McLarty, III For For Management 1.10 Elect Director Steven R. Rogel For For Management 1.11 Elect Director Jose H. Villarreal For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Increase Authorized Common Stock For For Management 5 Stock Retention/Holding Period Against For Shareholder -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 02, 2014 Meeting Type: Annual Record Date: APR 04, 2014 # 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 Directo 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 Provide for Cumulative Voting Against For Shareholder 5 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Ticker: VLO Security ID: 91913Y100 Meeting Date: MAY 01, 2014 Meeting Type: Annual Record Date: MAR 04, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jerry D. Choate For For Management 1b Elect Director Joseph W. Gorder For For Management 1c Elect Director William R. Klesse For For Management 1d Elect Director Deborah P. Majoras For For Management 1e Elect Director Donald L. Nickles For For Management 1f Elect Director Philip J. Pfeiffer For For Management 1g Elect Director Robert A. Profusek For For Management 1h Elect Director Susan Kaufman Purcell For For Management 1i Elect Director Stephen M. Waters For For Management 1j Elect Director Randall J. Weisenburger For For Management 1k 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 Pro-rata Vesting of Equity Awards Against For Shareholder 5 Adopt Quantitative GHG Goals for Against For Shareholder Products and Operations 6 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: JAN 28, 2014 Meeting Type: Special Record Date: DEC 09, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Increase Authorized Common Stock For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 01, 2014 Meeting Type: Annual Record Date: MAR 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shellye L. Archambeau For For Management 1.2 Elect Director Richard L. Carrion For For Management 1.3 Elect Director Melanie L. Healey For For Management 1.4 Elect Director M. Frances Keeth For For Management 1.5 Elect Director Robert W. Lane For For Management 1.6 Elect Director Lowell C. McAdam For For Management 1.7 Elect Director Donald T. Nicolaisen For For Management 1.8 Elect Director Clarence Otis, Jr. For For Management 1.9 Elect Director Rodney E. Slater For For Management 1.10 Elect Director Kathryn A. Tesija For For Management 1.11 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 Provide Proxy Access Right For For Management 5 Report on Net Neutrality Against For Shareholder 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 8 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 9 Provide Right to Act by Written Consent Against For Shareholder 10 Approve Proxy Voting Authority Against Against Shareholder -------------------------------------------------------------------------------- ZIMMER HOLDINGS, INC. Ticker: ZMH Security ID: 98956P102 Meeting Date: MAY 06, 2014 Meeting Type: Annual Record Date: MAR 07, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Christopher B. Begley For For Management 1b Elect Director Betsy J. Bernard For For Management 1c Elect Director Paul M. Bisaro For For Management 1d Elect Director Gail K. Boudreaux For For Management 1e Elect Director David C. Dvorak For For Management 1f Elect Director Larry C. Glasscock For For Management 1g Elect Director Robert A. Hagemann For For Management 1h Elect Director Arthur J. Higgins For For Management 1i Elect Director Cecil B. Pickett For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 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 2, 2014