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: 07/01/2014 - 06/30/2015 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05620 Reporting Period: 07/01/2014 - 06/30/2015 Zweig Total Return Fund Inc ========================= Zweig Total Return Fund, Inc ========================= ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # 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 Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Products Containing GE Against Against Shareholder Ingredients 5 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- AGL RESOURCES INC. Ticker: GAS Security ID: 001204106 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sandra N. Bane For For Management 1b Elect Director Thomas D. Bell, Jr. For For Management 1c Elect Director Norman R. Bobins For For Management 1d Elect Director Charles R. Crisp For For Management 1e Elect Director Brenda J. Gaines For For Management 1f Elect Director Arthur E. Johnson For For Management 1g Elect Director Wyck A. Knox, Jr. For For Management 1h Elect Director Dennis M. Love For For Management 1i Elect Director Dean R. O'Hare For For Management 1j Elect Director Armando J. Olivera For For Management 1k Elect Director John E. Rau For For Management 1l Elect Director James A. Rubright For For Management 1m Elect Director John W. Somerhalder, II For For Management 1n Elect Director Bettina M. Whyte For For Management 1o Elect Director Henry C. Wolf For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Right to Call Special Meeting For For Management 5 Require Independent Board Chairman Against For Shareholder 6 Adopt Quantitative GHG Goals for Against For Shareholder Products and Operations -------------------------------------------------------------------------------- ALASKA AIR GROUP, INC. Ticker: ALK Security ID: 011659109 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # 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 Dhiren R. Fonseca For For Management 1.5 Elect Director Jessie J. Knight, Jr. For For Management 1.6 Elect Director Dennis F. Madsen For For Management 1.7 Elect Director Helvi K. Sandvik For For Management 1.8 Elect Director Katherine J. Savitt 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 KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # 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 Approve Omnibus Stock Plan For For Management 3 Approve Non-Employee Director Omnibus For For Management Stock Plan 4 Ratify PricewaterhouseCoopers as For For Management Auditors 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Adopt Anti-Forced Labor Policy for Against Against Shareholder Tobacco Supply Chain 7 Inform Poor and Less Educated on Against Against Shareholder Health Consequences of Tobacco 8 Report on Green Tobacco Sickness Against Against Shareholder -------------------------------------------------------------------------------- AMERICAN EAGLE OUTFITTERS, INC. Ticker: AEO Security ID: 02553E106 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Janice E. Page For For Management 1.2 Elect Director David M. Sable For Against Management 1.3 Elect Director Noel J. Spiegel For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: MAR 10, 2015 Meeting Type: Annual Record Date: JAN 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Tim Cook For For Management 1.2 Elect Director Al Gore For For Management 1.3 Elect Director Bob Iger For For Management 1.4 Elect Director Andrea Jung For For Management 1.5 Elect Director Art Levinson For For Management 1.6 Elect Director Ron Sugar For For Management 1.7 Elect Director Sue Wagner For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Report on Risks Associated with Repeal Against Against Shareholder of Climate Change Policies 6 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- ARCHER-DANIELS-MIDLAND COMPANY Ticker: ADM Security ID: 039483102 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Boeckmann For For Management 1.2 Elect Director Mollie Hale Carter For For Management 1.3 Elect Director Terrell K. Crews For For Management 1.4 Elect Director Pierre Dufour For For Management 1.5 Elect Director Donald E. Felsinger For For Management 1.6 Elect Director Juan R. Luciano For For Management 1.7 Elect Director Antonio Maciel Neto For For Management 1.8 Elect Director Patrick J. Moore For For Management 1.9 Elect Director Thomas F. O'Neill For For Management 1.10 Elect Director Francisco Sanchez For For Management 1.11 Elect Director Daniel Shih For For Management 1.12 Elect Director Kelvin R. Westbrook For For Management 1.13 Elect Director Patricia A. Woertz For For Management 2 Ratify Ernst & Young LLP as 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 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- AT&T INC. Ticker: T Security ID: 00206R102 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Randall L. Stephenson For For Management 1.2 Elect Director Scott T. Ford For For Management 1.3 Elect Director Glenn H. Hutchins For For Management 1.4 Elect Director William E. Kennard For For Management 1.5 Elect Director Jon C. Madonna For For Management 1.6 Elect Director Michael B. McCallister For For Management 1.7 Elect Director John B. McCoy For For Management 1.8 Elect Director Beth E. Mooney For For Management 1.9 Elect Director Joyce M. Roche For For Management 1.10 Elect Director Matthew K. Rose For For Management 1.11 Elect Director Cynthia B. Taylor For For Management 1.12 Elect Director Laura D'Andrea Tyson For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Indirect Political Against For Shareholder Contribution 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Amend Bylaws to Call Special Meetings Against For Shareholder -------------------------------------------------------------------------------- BB&T CORPORATION Ticker: BBT Security ID: 054937107 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 18, 2015 # 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 Eric 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 PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Report on Lobbying Payments and Against For Shareholder Political Contributions 5 Claw-back of Payments under Against For Shareholder Restatements -------------------------------------------------------------------------------- BIOGEN INC. Ticker: BIIB Security ID: 09062X103 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alexander J. Denner For For Management 1.2 Elect Director Caroline D. Dorsa For For Management 1.3 Elect Director Nancy L. Leaming For For Management 1.4 Elect Director Richard C. Mulligan For For Management 1.5 Elect Director Robert W. Pangia For For Management 1.6 Elect Director Stelios Papadopoulos For For Management 1.7 Elect Director Brian S. Posner For For Management 1.8 Elect Director Eric K. Rowinsky For For Management 1.9 Elect Director George A. Scangos For For Management 1.10 Elect Director Lynn Schenk For For Management 1.11 Elect Director Stephen A. Sherwin For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Amend Non-Employee Director Omnibus For For Management Stock Plan -------------------------------------------------------------------------------- BLACKROCK, INC. Ticker: BLK Security ID: 09247X101 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # 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 William S. Demchak For For Management 1e Elect Director Jessica P. Einhorn For For Management 1f Elect Director Laurence D. Fink For For Management 1g Elect Director Fabrizio Freda For For Management 1h Elect Director Murry S. Gerber For For Management 1i Elect Director James Grosfeld For For Management 1j Elect Director Robert S. Kapito For For Management 1k Elect Director David H. Komansky For For Management 1l Elect Director Sir Deryck Maughan For For Management 1m Elect Director Cheryl D. Mills For For Management 1n Elect Director Thomas H. O'Brien For For Management 1o Elect Director Ivan G. Seidenberg For For Management 1p Elect Director Marco Antonio Slim Domit For For Management 1q Elect Director John S. Varley For For Management 1r Elect Director Susan L. Wagner 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 Deloitte & Touche LLP as For For Management Auditors 5 Institute Procedures to Prevent Against Against Shareholder Investments in Companies that Contribute to Genocide or Crimes Against Humanity 6 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- BUCKEYE PARTNERS, L.P. Ticker: BPL Security ID: 118230101 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pieter Bakker For For Management 1.2 Elect Director Barbara M. Baumann For For Management 1.3 Elect Director Mark C. McKinley For For Management 1.4 Elect Director Donald W. Niemiec For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- CF INDUSTRIES HOLDINGS, INC. Ticker: CF Security ID: 125269100 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert C. Arzbaecher For For Management 2 Elect Director William Davisson For For Management 3 Elect Director Stephen A. Furbacher For For Management 4 Elect Director Stephen J. Hagge For For Management 5 Elect Director John D. Johnson For For Management 6 Elect Director Robert G. Kuhbach For For Management 7 Elect Director Edward A. Schmitt For For Management 8 Elect Director Theresa E. Wagler For For Management 9 Elect Director W. Anthony Will For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 11 Ratify KPMG LLP as Auditors For For Management 12 Proxy Access Against For Shareholder 13 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 20, 2014 Meeting Type: Annual Record Date: SEP 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Carol A. Bartz For For Management 1b Elect Director M. Michele Burns For For Management 1c Elect Director Michael D. Capellas For For Management 1d Elect Director John T. Chambers For For Management 1e Elect Director Brian L. Halla For For Management 1f Elect Director John L. Hennessy For For Management 1g Elect Director Kristina M. Johnson For For Management 1h Elect Director Roderick C. McGeary For For Management 1i Elect Director Arun Sarin For For Management 1j Elect Director Steven M. West For For Management 2 Amend Qualified Employee Stock For For Management Purchase Plan 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management 5 Establish Public Policy Board Committee Against Against Shareholder 6 Adopt Proxy Access Right Against Against Shareholder 7 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: OCT 08, 2014 Meeting Type: Special Record Date: AUG 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- CONTINENTAL RESOURCES, INC. Ticker: CLR Security ID: 212015101 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lon McCain For For Management 1.2 Elect Director Mark E. Monroe For For Management 2 Increase Authorized Common Stock For For Management 3 Ratify Grant Thornton LLP as Auditors For For Management 4 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- CUMMINS INC. Ticker: CMI Security ID: 231021106 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director N. Thomas Linebarger For For Management 2 Elect Director Robert J. Bernhard For For Management 3 Elect Director Franklin R. Chang Diaz For For Management 4 Elect Director Bruno V. Di Leo Allen For For Management 5 Elect Director Stephen B. Dobbs For For Management 6 Elect Director Robert K. Herdman For For Management 7 Elect Director Alexis M. Herman For For Management 8 Elect Director Thomas J. Lynch For For Management 9 Elect Director William I. Miller For For Management 10 Elect Director Georgia R. Nelson For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 13 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ELI LILLY AND COMPANY Ticker: LLY Security ID: 532457108 Meeting Date: MAY 04, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Katherine Baicker For For Management 1.1b Elect Director J. Erik Fyrwald For For Management 1.1c Elect Director Ellen R. Marram For For Management 1.1d Elect Director Jackson P. Tai For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- EMC CORPORATION Ticker: EMC Security ID: 268648102 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Jose E. Almeida For For Management 1.1b Elect Director Michael W. Brown For For Management 1.1c Elect Director Donald J. Carty For For Management 1.1d Elect Director Randolph L. Cowen For For Management 1.1e Elect Director James S. DiStasio For For Management 1.1f Elect Director John R. Egan For For Management 1.1g Elect Director William D. Green For For Management 1.1h Elect Director Edmund F. Kelly For For Management 1.1i Elect Director Jami Miscik For For Management 1.1j Elect Director Paul Sagan For For Management 1.1k Elect Director David N. Strohm For For Management 1.1l Elect Director Joseph M. Tucci For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- ENERGY TRANSFER PARTNERS L.P. Ticker: ETP Security ID: 29273R109 Meeting Date: NOV 20, 2014 Meeting Type: Special Record Date: OCT 13, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Omnibus Stock Plan For For Management 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- FACEBOOK, INC. Ticker: FB Security ID: 30303M102 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For For Management 1.2 Elect Director Erskine B. Bowles For For Management 1.3 Elect Director Susan D. For For Management Desmond-Hellmann 1.4 Elect Director Reed Hastings For For Management 1.5 Elect Director Jan Koum For Withhold Management 1.6 Elect Director Sheryl K. Sandberg For Withhold Management 1.7 Elect Director Peter A. Thiel For For Management 1.8 Elect Director Mark Zuckerberg For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 5 Report on Sustainability Against For Shareholder 6 Report on Human Rights Risk Assessment Against Against Shareholder Process -------------------------------------------------------------------------------- FORD MOTOR COMPANY Ticker: F Security ID: 345370860 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Stephen G. Butler For For Management 2 Elect Director Kimberly A. Casiano For For Management 3 Elect Director Anthony F. Earley, Jr. For For Management 4 Elect Director Mark Fields For For Management 5 Elect Director Edsel B. Ford II For For Management 6 Elect Director William Clay Ford, Jr. For For Management 7 Elect Director James P. Hackett For For Management 8 Elect Director James H. Hance, Jr. For For Management 9 Elect Director William W. Helman Iv For For Management 10 Elect Director Jon M. Huntsman, Jr. For For Management 11 Elect Director William E. Kennard For For Management 12 Elect Director John C. Lechleiter For For Management 13 Elect Director Ellen R. Marram For For Management 14 Elect Director Gerald L. Shaheen For For Management 15 Elect Director John L. Thornton For For Management 16 Ratify PricewaterhouseCoopers LLPas For For Management Auditors 17 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 18 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 19 Amend Bylaws to Call Special Meetings Against For Shareholder -------------------------------------------------------------------------------- GAMESTOP CORP. Ticker: GME Security ID: 36467W109 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAY 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel A. DeMatteo For For Management 1.2 Elect Director Thomas N. Kelly, Jr. For For Management 1.3 Elect Director Shane S. Kim For For Management 1.4 Elect Director J. Paul Raines For For Management 1.5 Elect Director Gerald R. Szczepanski For For Management 1.6 Elect Director Kathy P. Vrabeck For For Management 1.7 Elect Director Lawrence S. Zilavy For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Ticker: GE Security ID: 369604103 Meeting Date: APR 22, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor A1 Elect Director W. Geoffrey Beattie For For Management A2 Elect Director John J. Brennan For For Management A3 Elect Director James I. Cash, Jr. For For Management A4 Elect Director Francisco D'Souza For For Management A5 Elect Director Marijn E. Dekkers For For Management A6 Elect Director Susan J. Hockfield For For Management A7 Elect Director Jeffrey R. Immelt For For Management A8 Elect Director Andrea Jung For For Management A9 Elect Director Robert W. Lane For For Management A10 Elect Director Rochelle B. Lazarus For For Management A11 Elect Director James J. Mulva For For Management A12 Elect Director James E. Rohr For For Management A13 Elect Director Mary L. Schapiro For For Management A14 Elect Director Robert J. Swieringa For For Management A15 Elect Director James S. Tisch For For Management A16 Elect Director Douglas A. Warner, III For For Management B1 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation B2 Ratify KPMG LLP as Auditors For For Management C1 Provide for Cumulative Voting Against Against Shareholder C2 Provide Right to Act by Written Consent Against Against Shareholder C3 Select One Director from Ranks of Against Against Shareholder Retirees C4 Adopt Holy Land Principles Against Against Shareholder C5 Pro-rata Vesting on Equity Plans Against For Shareholder -------------------------------------------------------------------------------- GENERAL MOTORS COMPANY Ticker: GM Security ID: 37045V100 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Joseph J. Ashton For For Management 1b Elect Director Mary T. Barra For For Management 1c Elect Director Stephen J. Girsky For For Management 1d Elect Director Linda R. Gooden For For Management 1e Elect Director Joseph Jimenez, Jr. For For Management 1f Elect Director Kathryn V. Marinello For For Management 1g Elect Director Michael G. Mullen For For Management 1h Elect Director James J. Mulva For For Management 1i Elect Director Patricia F. Russo For For Management 1j Elect Director Thomas M. Schoewe For For Management 1k Elect Director Theodore M. Solso For For Management 1l Elect Director Carol M. Stephenson For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against For Shareholder 5 Provide for Cumulative Voting Against For Shareholder -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # 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 Ernst & Young LLP as Auditors 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 5 Provide Right to Act by Written Consent Against For Shareholder 6 Require Independent Board Chairman Against For Shareholder 7 Report on Sustainability Against For Shareholder 8 Report on Specialty Drug Pricing Risks Against For Shareholder -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Ticker: GSK Security ID: 37733W105 Meeting Date: DEC 18, 2014 Meeting Type: Special Record Date: NOV 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Transaction by the Company For For Management with Novartis AG -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Ticker: GSK Security ID: 37733W105 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect Sir Philip Hampton as Director For For Management 4 Elect Urs Rohner as Director For For Management 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 Hans Wijers as Director For For Management 16 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 17 Authorise the Audit & Risk Committee For For Management to Fix Remuneration of Auditors 18 Authorise EU Political Donations and For For Management Expenditure 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Approve the Exemption from Statement For For Management of the Name of the Senior Statutory Auditor in Published Copies of the Auditors' Reports 23 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 24 Approve Share Value Plan For For Management -------------------------------------------------------------------------------- GOOGLE INC. Ticker: GOOG Security ID: 38259P508 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # 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 Withhold Management 1.5 Elect Director Diane B. Greene For For Management 1.6 Elect Director John L. Hennessy For Withhold Management 1.7 Elect Director Ann Mather For For Management 1.8 Elect Director Alan R. Mulally For For Management 1.9 Elect Director Paul S. Otellini For Withhold Management 1.10 Elect Director K. Ram Shriram For Withhold Management 1.11 Elect Director Shirley M. Tilghman For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 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 Report on Costs of Renewable Energy Against Against Shareholder Investments 8 Report on Risks Associated with Repeal Against Against Shareholder of Climate Change Policies -------------------------------------------------------------------------------- HCA HOLDINGS, INC. Ticker: HCA Security ID: 40412C101 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. Milton Johnson For For Management 1.2 Elect Director Robert J. Dennis For For Management 1.3 Elect Director Nancy-Ann DeParle For For Management 1.4 Elect Director Thomas F. Frist, III For For Management 1.5 Elect Director William R. Frist For For Management 1.6 Elect Director Ann H. Lamont For For Management 1.7 Elect Director Jay O. Light For For Management 1.8 Elect Director Geoffrey G. Meyers For For Management 1.9 Elect Director Michael W. Michelson For For Management 1.10 Elect Director Wayne J. Riley For For Management 1.11 Elect Director John W. Rowe For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- HCP, INC. Ticker: HCP Security ID: 40414L109 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Brian G. Cartwright For For Management 1b Elect Director Christine N. Garvey For For Management 1c Elect Director David B. Henry For For Management 1d Elect Director James P. Hoffmann For For Management 1e Elect Director Lauralee E. Martin For For Management 1f Elect Director Michael D. McKee For For Management 1g Elect Director Peter L. Rhein For For Management 1h Elect Director Joseph P. Sullivan For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- HELMERICH & PAYNE, INC. Ticker: HP Security ID: 423452101 Meeting Date: MAR 04, 2015 Meeting Type: Annual Record Date: JAN 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William L. Armstrong For For Management 1b Elect Director Randy A. Foutch For For Management 1c Elect Director Hans Helmerich For For Management 1d Elect Director John W. Lindsay For For Management 1e Elect Director Paula Marshall For For Management 1f Elect Director Thomas A. Petrie For For Management 1g Elect Director Donald F. Robillard, Jr. For For Management 1h Elect Director Francis Rooney For For Management 1i Elect Director Edward B. Rust, Jr. For For Management 1j Elect Director John D. Zeglis For For Management 2 Ratify Ernst & Young LLP as 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 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Charlene Barshefsky For For Management 1b Elect Director Aneel Bhusri For For Management 1c Elect Director Andy D. Bryant For For Management 1d Elect Director Susan L. Decker For For Management 1e Elect Director John J. Donahoe For Against Management 1f Elect Director Reed E. Hundt For For Management 1g Elect Director Brian M. Krzanich For For Management 1h Elect Director James D. Plummer For For Management 1i Elect Director David S. Pottruck For For Management 1j Elect Director Frank D. Yeary For For Management 1k Elect Director David B. Yoffie For For Management 2 Ratify Ernst & Young LLP as 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 Adopt Holy Land Principles Against Against Shareholder 7 Require Independent Board Chairman Against For Shareholder 8 Provide Vote Counting to Exclude Against Against Shareholder Abstentions -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # 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 Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Omnibus Stock Plan For For Management 5 Require Independent Board Chairman Against For Shareholder 6 Report on Lobbying Payments and Policy Against Against Shareholder 7 Amend Bylaws -- Call Special Meetings Against For Shareholder 8 Provide Vote Counting to Exclude Against Against Shareholder Abstentions 9 Report on Certain Vesting Program Against For Shareholder 10 Disclosure of Recoupment Activity from Against For Shareholder Senior Officers -------------------------------------------------------------------------------- L-3 COMMUNICATIONS HOLDINGS, INC. Ticker: LLL Security ID: 502424104 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Ann E. Dunwoody For For Management 1.1b Elect Director Lewis Kramer For For Management 1.1c Elect Director Robert B. Millard For For Management 1.1d Elect Director Vincent Pagano, Jr. For For Management 1.1e Elect Director H. Hugh Shelton For For Management 1.1f Elect Director Arthur L. Simon For For Management 1.1g Elect Director Michael T. Strianese For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adopt the Jurisdiction of For Against Management Incorporation as the Exclusive Forum for Certain Disputes 5 Amend Bylaws to Call Special Meetings Against For Shareholder -------------------------------------------------------------------------------- LEAR CORPORATION Ticker: LEA Security ID: 521865204 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # 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 Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LINCOLN NATIONAL CORPORATION Ticker: LNC Security ID: 534187109 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George W. Henderson, III For For Management 1.2 Elect Director Eric G. Johnson For For Management 1.3 Elect Director M. Leanne Lachman For For Management 1.4 Elect Director Isaiah Tidwell For For Management 2 Ratify Ernst & Young LLP as 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 23, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Daniel F. Akerson For For Management 1.1b Elect Director Nolan D. Archibald For For Management 1.1c Elect Director Rosalind G. Brewer For For Management 1.1d Elect Director David B. Burritt For For Management 1.1e Elect Director James O. Ellis, Jr. For For Management 1.1f Elect Director Thomas J. Falk For For Management 1.1g Elect Director Marillyn A. Hewson For For Management 1.1h Elect Director Gwendolyn S. King For For Management 1.1i Elect Director James M. Loy For For Management 1.1j Elect Director Joseph W. Ralston For For Management 1.1k Elect Director Anne Stevens For For Management 2 Ratify Ernst & Young LLP as 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 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- MACY'S, INC. Ticker: M Security ID: 55616P104 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stephen F. Bollenbach For For Management 1b Elect Director John A. Bryant For For Management 1c Elect Director Deirdre P. Connelly For For Management 1d Elect Director Meyer Feldberg For For Management 1e Elect Director Leslie D. Hale For For Management 1f Elect Director Sara Levinson For For Management 1g Elect Director Terry J. Lundgren For For Management 1h Elect Director Joseph Neubauer For For Management 1i Elect Director Joyce M. Roche For For Management 1j Elect Director Paul C. Varga For For Management 1k Elect Director Craig E. Weatherup For For Management 1l Elect Director Marna C. Whittington For For Management 1m Elect Director Annie Young-Scrivner For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MASTERCARD INCORPORATED Ticker: MA Security ID: 57636Q104 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # 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 Amend Executive Incentive Bonus Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 58933Y105 Meeting Date: MAY 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # 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 PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Omnibus Stock Plan For For Management 5 Amend Executive Incentive Bonus Plan For For Management 6 Provide Right to Act by Written Consent Against For Shareholder 7 Pro-rata Vesting of Equity Awards Against For Shareholder -------------------------------------------------------------------------------- MICHAEL KORS HOLDINGS LIMITED Ticker: KORS Security ID: G60754101 Meeting Date: JUL 31, 2014 Meeting Type: Annual Record Date: JUN 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John D. Idol For For Management 1b Elect Director Silas K.F. Chou For For Management 1c Elect Director Ann McLaughlin Korologos For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- NETAPP, INC. Ticker: NTAP Security ID: 64110D104 Meeting Date: SEP 05, 2014 Meeting Type: Annual Record Date: JUL 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas Georgens For For Management 1b Elect Director T. Michael Nevens For For Management 1c Elect Director Jeffry R. Allen For For Management 1d Elect Director Tor R. Braham For For Management 1e Elect Director Alan L. Earhart For For Management 1f Elect Director Gerald Held For For Management 1g Elect Director Kathryn M. Hill 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 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Amend Executive Incentive Bonus Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Establish Public Policy Board Committee Against Against Shareholder 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- ORACLE CORPORATION Ticker: ORCL Security ID: 68389X105 Meeting Date: NOV 05, 2014 Meeting Type: Annual Record Date: SEP 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Berg For For Management 1.2 Elect Director H. Raymond Bingham For Withhold Management 1.3 Elect Director Michael J. Boskin For Withhold Management 1.4 Elect Director Safra A. Catz For For Management 1.5 Elect Director Bruce R. Chizen For Withhold Management 1.6 Elect Director George H. Conrades For For Management 1.7 Elect Director Lawrence J. Ellison For For Management 1.8 Elect Director Hector Garcia-Molina For For Management 1.9 Elect Director Jeffrey O. Henley For For Management 1.10 Elect Director Mark V. Hurd For For Management 1.11 Elect Director Naomi O. Seligman For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Provide Vote Counting to Exclude Against Against Shareholder Abstentions 5 Adopt Multiple Performance Metrics Against For Shareholder Under Executive Incentive Plans 6 Adopt Specific Performance Standards Against For Shareholder 7 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- PARKER-HANNIFIN CORPORATION Ticker: PH Security ID: 701094104 Meeting Date: OCT 22, 2014 Meeting Type: Annual Record Date: AUG 29, 2014 # 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 For 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 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # 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 Rona A. Fairhead For For Management 1.6 Elect Director Richard W. Fisher For For Management 1.7 Elect Director Alberto Ibarguen For For Management 1.8 Elect Director William R. Johnson For For Management 1.9 Elect Director Indra K. Nooyi For For Management 1.10 Elect Director David C. Page For For Management 1.11 Elect Director Robert C. Pohlad For For Management 1.12 Elect Director Lloyd G. Trotter For For Management 1.13 Elect Director Daniel Vasella For For Management 1.14 Elect Director Alberto Weisser For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Establish a Board Committee on Against Against Shareholder Sustainability 5 Pro-Rata Vesting of Equity Awards Against For Shareholder 6 Report on Plans to Minimize Against Against Shareholder Pesticides' Impact on Pollinators -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis A. Ausiello For For Management 1.2 Elect Director W. Don Cornwell For For Management 1.3 Elect Director Frances D. Fergusson For For Management 1.4 Elect Director Helen H. Hobbs For For Management 1.5 Elect Director James M. Kilts For For Management 1.6 Elect Director Shantanu Narayen For For Management 1.7 Elect Director Suzanne Nora Johnson For For Management 1.8 Elect Director Ian C. Read For For Management 1.9 Elect Director Stephen W. Sanger For For Management 1.10 Elect Director James C. Smith For For Management 1.11 Elect Director Marc Tessier-Lavigne For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Review and Assess Membership of Against Against Shareholder Lobbying Organizations -------------------------------------------------------------------------------- POTASH CORPORATION OF SASKATCHEWAN INC. Ticker: POT Security ID: 73755L107 Meeting Date: MAY 12, 2015 Meeting Type: Annual/Special Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Christopher M. Burley For For Management 1.2 Elect Director Donald G. Chynoweth For For Management 1.3 Elect Director John W. Estey For For Management 1.4 Elect Director Gerald W. Grandey For For Management 1.5 Elect Director C. Steven Hoffman For For Management 1.6 Elect Director Alice D. Laberge For For Management 1.7 Elect Director Consuelo E. Madere For For Management 1.8 Elect Director Keith G. Martell For For Management 1.9 Elect Director Jeffrey J. McCaig For For Management 1.10 Elect Director Jochen E. Tilk For For Management 1.11 Elect Director Elena Viyella de Paliza For For Management 2 Ratify Deloitte LLP as Auditors For For Management 3 Approve 2015 Performance Option Plan For For Management 4 Advisory Vote on Executive For For Management Compensation Approach 5 Amend By-law For For Management 6 SP1: Conduct and Make Public An Against Against Shareholder Independent Human Rights Assessment -------------------------------------------------------------------------------- QUALCOMM INCORPORATED Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 09, 2015 Meeting Type: Annual Record Date: JAN 12, 2015 # 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 Harish Manwani For For Management 1i Elect Director Steven M. Mollenkopf For For Management 1j Elect Director Duane A. Nelles For For Management 1k Elect Director Clark T. 'Sandy' Randt, For For Management Jr. 1l Elect Director Francisco Ros For For Management 1m Elect Director Jonathan J. Rubinstein For For Management 1n Elect Director Brent Scowcroft For For Management 1o Elect Director Marc I. Stern For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- REGAL ENTERTAINMENT GROUP Ticker: RGC Security ID: 758766109 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles E. Brymer For For Management 1.2 Elect Director Michael L. Campbell For For Management 1.3 Elect Director Alejandro (Alex) For For Management Yemenidjian 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- ROYAL BANK OF CANADA Ticker: RY Security ID: 780087102 Meeting Date: APR 10, 2015 Meeting Type: Annual/Special Record Date: FEB 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Geoffrey Beattie For For Management 1.2 Elect Director Jacynthe Cote For For Management 1.3 Elect Director Toos N. Daruvala For For Management 1.4 Elect Director David F. Denison For For Management 1.5 Elect Director Richard L. George For For Management 1.6 Elect Director Alice D. Laberge For For Management 1.7 Elect Director Michael H. McCain For For Management 1.8 Elect Director David I. McKay For For Management 1.9 Elect Director Heather Munroe-Blum For For Management 1.10 Elect Director J. Pedro Reinhard For For Management 1.11 Elect Director Thomas A. Renyi For For Management 1.12 Elect Director Edward Sonshine For For Management 1.13 Elect Director Kathleen P. Taylor For For Management 1.14 Elect Director Bridget A. van Kralingen For For Management 1.15 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 Fix Maximum Variable Compensation For For Management Ratio for Certain RBC Employees in the United Kingdom to Comply with New Regulatory Requirements 5 SP 1: Adopt an Executive Compensation Against Against Shareholder Policy that Makes Annual Use of the Pay Equity Ratio as a Yardstick for Setting Compensation 6 SP 2: Phase Out Stock Options as a Against Against Shareholder Form of Compensation -------------------------------------------------------------------------------- ROYAL CARIBBEAN CRUISES LTD. Ticker: RCL Security ID: V7780T103 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John F. Brock For For Management 1b Elect Director Richard D. Fain For For Management 1c Elect Director Ann S. Moore For For Management 1d Elect Director Eyal M. Ofer For For Management 1e Elect Director William K. Reilly For For Management 1f Elect Director Vagn O. Sorensen For For Management 1g Elect Director Donald Thompson For For Management 1h Elect Director Arne Alexander For For Management Wilhelmsen 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Delisting of Shares from Stock For For Management Exchange 4 Ratify Pricewaterhouse Coopers LLP as For For Management Auditors 5 Report on Plans to Increase Board Against Against Shareholder Diversity -------------------------------------------------------------------------------- SCHLUMBERGER LIMITED Ticker: SLB Security ID: 806857108 Meeting Date: APR 08, 2015 Meeting Type: Annual Record Date: FEB 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Peter L.S. Currie as Director For For Management 1b Elect K. Vaman Kamath as Director For For Management 1c Elect V. Maureen Kempston Darkes as For For Management Director 1d Elect Paal Kibsgaard as Director For For Management 1e Elect Nikolay Kudryavtsev as Director For For Management 1f Elect Michael E. Marks as Director For For Management 1g Elect Indra K. Nooyi as Director For For Management 1h Elect Lubna S. Olayan as Director For For Management 1i Elect Leo Rafael Reif as Director For For Management 1j Elect Tore I. Sandvold as Director For For Management 1k Elect Henri Seydoux as Director 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 -------------------------------------------------------------------------------- SOUTHWEST AIRLINES CO. Ticker: LUV Security ID: 844741108 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David W. Biegler For For Management 1b Elect Director J. Veronica Biggins For For Management 1c Elect Director Douglas H. Brooks For For Management 1d Elect Director William H. Cunningham For For Management 1e Elect Director John G. Denison For For Management 1f Elect Director Gary C. Kelly For For Management 1g Elect Director Nancy B. Loeffler For For Management 1h Elect Director John T. Montford For For Management 1i Elect Director Thomas M. Nealon For For Management 1j Elect Director Daniel D. Villanueva 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 Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- ST. JUDE MEDICAL, INC. Ticker: STJ Security ID: 790849103 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John W. Brown For For Management 1b Elect Director Daniel J. Starks 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 Declassify the Board of Directors For For Management 5 Ratify Ernst & Young LLP as Auditors For For Management 6 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- SUNCOR ENERGY INC Ticker: SU Security ID: 867224107 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mel E. Benson For For Management 1.2 Elect Director Jacynthe Cote For For Management 1.3 Elect Director Dominic D'Alessandro For For Management 1.4 Elect Director W. Douglas Ford For For Management 1.5 Elect Director John D. Gass For For Management 1.6 Elect Director John R. Huff For For Management 1.7 Elect Director Maureen McCaw For For Management 1.8 Elect Director Michael W. O'Brien For For Management 1.9 Elect Director James W. Simpson For For Management 1.10 Elect Director Eira M. Thomas For For Management 1.11 Elect Director Steven W. Williams For For Management 1.12 Elect Director Michael M. Wilson For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend By-laws For For Management 4 Approve Advance Notice Policy For For Management 5 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- T. ROWE PRICE GROUP, INC. Ticker: TROW Security ID: 74144T108 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # 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 KPMG LL as Auditors For For Management -------------------------------------------------------------------------------- TEMPLETON DRAGON FUND, INC. Ticker: TDF Security ID: 88018T101 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ann Torre Bates For For Management 1.2 Elect Director David W. Niemiec For For Management 1.3 Elect Director Frank A. Olson For For Management 1.4 Elect Director Robert E. Wade For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- THE GOLDMAN SACHS GROUP, INC. Ticker: GS Security ID: 38141G104 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # 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 Mark Flaherty 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 Debora L. Spar For For Management 1k Elect Director Mark E. Tucker For For Management 1l Elect Director David A. Viniar For For Management 1m Elect Director Mark O. Winkelman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For Against Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Provide Vote Counting to Exclude Against Against Shareholder Abstentions 6 Report on Certain Vesting Program Against For Shareholder 7 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- THE MOSAIC COMPANY Ticker: MOS Security ID: 61945C103 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nancy E. Cooper For For Management 1b Elect Director Gregory L. Ebel For For Management 1c Elect Director Denise C. Johnson For For Management 1d Elect Director Robert L. Lumpkins For For Management 1e Elect Director William T. Monahan For For Management 1f Elect Director James L. Popowich For For Management 1g Elect Director James T. Prokopanko For For Management 1h Elect Director Steven M. Seibert For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE SOUTHERN COMPANY Ticker: SO Security ID: 842587107 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Juanita Powell Baranco For For Management 1b Elect Director Jon A. Boscia For For Management 1c Elect Director Henry A. 'Hal' Clark, For For Management III 1d Elect Director Thomas A. Fanning For For Management 1e Elect Director David J. Grain For For Management 1f Elect Director Veronica M. Hagen For For Management 1g Elect Director Warren A. Hood, Jr. For For Management 1h Elect Director Linda P. Hudson For For Management 1i Elect Director Donald M. James For For Management 1j Elect Director John D. Johns For For Management 1k Elect Director Dale E. Klein For For Management 1l Elect Director William G. Smith, Jr. For For Management 1m Elect Director Steven R. Specker For For Management 1n Elect Director Larry D. Thompson For For Management 1o Elect Director E. Jenner Wood, III For Against Management 2 Approve Outside Director Stock Awards For For Management 3 Provide Right to Act by Written Consent For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify Deloitte & Touche LLP as For For Management Auditors 6 Adopt Proxy Access Right Against For Shareholder 7 Adopt Quantitative GHG Goals for Against For Shareholder Operations -------------------------------------------------------------------------------- TOTAL SA Ticker: FP Security ID: 89151E109 Meeting Date: MAY 29, 2015 Meeting Type: Annual Record Date: APR 24, 2015 # 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 2.44 per Share 4 Approve Stock Dividend Program (Cash For For Management or New Shares) 5 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 6 Reelect Patrick Artus as Director For For Management 7 Reelect Anne-Marie Idrac as Director For For Management 8 Elect Patrick Pouyanne as Director For For Management 9 Approve Agreement with Patrick For For Management Pouyanne, CEO 10 Advisory Vote on Compensation of For For Management Thierry Desmarest, Chairman since Oct. 22, 2014 11 Advisory Vote on Compensation of For For Management Patrick Pouyanne, CEO since Oct. 22, 2014 12 Advisory Vote on Compensation of For For Management Christophe de Margerie, CEO and Chairman until Oct. 20, 2014 13 Address the Matter of a Fair Sharing Against Against Shareholder of Costs between Shareholders and Company Employees -------------------------------------------------------------------------------- TRINITY INDUSTRIES, INC. Ticker: TRN Security ID: 896522109 Meeting Date: MAY 04, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # 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 Antonio Carrillo For For Management 1.5 Elect Director Leldon E. Echols For For Management 1.6 Elect Director Ronald J. Gafford For For Management 1.7 Elect Director Adrian Lajous 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 Dunia A. Shive For For Management 1.11 Elect Director Timothy R. Wallace For For Management 2 Amend Omnibus Stock Plan For For Management 3 Increase Authorized Common Stock For For Management 4 Adjust Par Value of Common Stock For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Ticker: UNP Security ID: 907818108 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # 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 Lance M. Fritz 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 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Stock Retention/Holding Period Against For Shareholder 5 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- UNITED RENTALS, INC. Ticker: URI Security ID: 911363109 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jenne K. Britell For For Management 1.2 Elect Director Jose B. Alvarez For For Management 1.3 Elect Director Bobby J. Griffin For For Management 1.4 Elect Director Michael J. Kneeland For For Management 1.5 Elect Director Singleton B. McAllister For For Management 1.6 Elect Director Brian D. McAuley For For Management 1.7 Elect Director John S. McKinney For For Management 1.8 Elect Director James H. Ozanne For For Management 1.9 Elect Director Jason D. Papastavrou For For Management 1.10 Elect Director Filippo Passerini For For Management 1.11 Elect Director Donald C. Roof For For Management 1.12 Elect Director Keith Wimbush For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 01, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # 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 Glenn M. Renwick For For Management 1i Elect Director Kenneth I. Shine For For Management 1j Elect Director Gail R. Wilensky For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Change State of Incorporation from For For Management Minnesota to Delaware 5 Ratify Deloitte & Touche LLP as For For Management Auditors 6 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Ticker: VLO Security ID: 91913Y100 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Jerry D. Choate For For Management 1.1b Elect Director Joseph W. Gorder For For Management 1.1c Elect Director Deborah P. Majoras For For Management 1.1d Elect Director Donald L. Nickles For For Management 1.1e Elect Director Philip J. Pfeiffer For For Management 1.1f Elect Director Robert A. Profusek For For Management 1.1g Elect Director Susan Kaufman Purcell For For Management 1.1h Elect Director Stephen M. Waters For For Management 1.1i Elect Director Randall J. Weisenburger For For Management 1.1j Elect Director Rayford Wilkins, Jr. For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adopt Quantitative GHG Goals for Against For Shareholder Products and Operations -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shellye L. Archambeau For For Management 1.2 Elect Director Mark T. Bertolini For For Management 1.3 Elect Director Richard L. Carrion For For Management 1.4 Elect Director Melanie L. Healey For For Management 1.5 Elect Director M. Frances Keeth 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 Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Net Neutrality Against For Shareholder 5 Report on Indirect Political Against For Shareholder Contributions 6 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 7 Stock Retention/Holding Period Against For Shareholder 8 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- ZIMMER HOLDINGS, INC. Ticker: ZMH Security ID: 98956P102 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Christopher B. Begley For For Management 1.1b Elect Director Betsy J. Bernard For For Management 1.1c Elect Director Paul M. Bisaro For For Management 1.1d Elect Director Gail K. Boudreaux For For Management 1.1e Elect Director David C. Dvorak For For Management 1.1f Elect Director Michael J. Farrell For For Management 1.1g Elect Director Larry C. Glasscock For For Management 1.1h Elect Director Robert A. Hagemann For For Management 1.1i Elect Director Arthur J. Higgins For For Management 1.1j Elect Director Cecil B. Pickett For For Management 2 Amend Non-Employee Director Omnibus For For Management Stock Plan 3 Amend Deferred Compensation Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors ========== 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: /s/ George R. Aylward ------------------------------ George R. Aylward, President Date: August 12, 2015