Investment Company Act file number:
|
811-08747
|
Dividend and Income Fund, Inc.
|
|
(Exact name of registrant as specified in charter)
|
|
11 Hanover Square, 12th Floor, New York, NY
|
10005
|
(Address of principal executive offices)
|
(Zip code)
|
Registrant's telephone number, including area code:
|
1-212-785-0400
|
Date of fiscal year end:
|
11/30
|
Date of reporting period:
|
07/01/2010 - 06/30/2011
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Linda G. Alvarado
|
For
|
For
|
Management
|
2
|
Elect Director George W. Buckley
|
For
|
For
|
Management
|
3
|
Elect Director Vance D. Coffman
|
For
|
For
|
Management
|
4
|
Elect Director Michael L. Eskew
|
For
|
For
|
Management
|
5
|
Elect Director W. James Farrell
|
For
|
For
|
Management
|
6
|
Elect Director Herbert L. Henkel
|
For
|
For
|
Management
|
7
|
Elect Director Edward M. Liddy
|
For
|
For
|
Management
|
8
|
Elect Director Robert S. Morrison
|
For
|
For
|
Management
|
9
|
Elect Director Aulana L. Peters
|
For
|
For
|
Management
|
10
|
Elect Director Robert J. Ulrich
|
For
|
For
|
Management
|
11
|
Ratify Auditors
|
For
|
For
|
Management
|
12
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
13
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
14
|
Report on Political Contributions
|
Against
|
For
|
Shareholder
|
#
|
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 W. James Farrell
|
For
|
For
|
Management
|
1.4
|
Elect Director H. Laurance Fuller
|
For
|
For
|
Management
|
1.5
|
Elect Director Edward M. Liddy
|
For
|
For
|
Management
|
1.6
|
Elect Director Phebe N. Novakovic
|
For
|
For
|
Management
|
1.7
|
Elect Director William A. Osborn
|
For
|
For
|
Management
|
1.8
|
Elect Director Samuel C. Scott III
|
For
|
For
|
Management
|
1.9
|
Elect Director Glenn F. Tilton
|
For
|
For
|
Management
|
1.1
|
Elect Director Miles D. White
|
For
|
For
|
Management
|
2
|
Ratify Auditors
|
For
|
For
|
Management
|
3
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
4
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
5
|
Adopt Policy on Pharmaceutical Price Restraint
|
Against
|
Against
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1.1
|
Elect Evan G. Greenberg as Director
|
For
|
For
|
Management
|
1.2
|
Elect Leo F. Mullin as Director
|
For
|
For
|
Management
|
1.3
|
Elect Olivier Steimer as Director
|
For
|
For
|
Management
|
1.4
|
Elect Michael P. Connors as Director
|
For
|
For
|
Management
|
1.5
|
Elect Eugene B. Shanks, Jr as Director
|
For
|
For
|
Management
|
1.6
|
Elect John A. Krol as Director
|
For
|
For
|
Management
|
2.1
|
Approve Annual Report
|
For
|
For
|
Management
|
2.2
|
Accept Statutory Financial Statements
|
For
|
For
|
Management
|
2.3
|
Accept Consolidated Financial Statements
|
For
|
For
|
Management
|
3
|
Approve Allocation of Income and Dividends
|
For
|
For
|
Management
|
4
|
Approve Discharge of Board and Senior Management
|
For
|
For
|
Management
|
5.1
|
Ratify PricewaterhouseCoopers AG as Auditors
|
For
|
For
|
Management
|
5.2
|
Ratify Ratify PricewaterhouseCoopers LLC as Independent Registered Public Accounting Firm as Auditors
|
For
|
For
|
Management
|
5.3
|
Ratify BDO AG as Special Auditors
|
For
|
For
|
Management
|
6
|
Approve Dividend Distribution from Legal Reserves |
For
|
For
|
Management
|
7
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
Against
|
Management
|
8
|
Advisory Vote on Say on Pay Frequency
|
None
|
One Year
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Elizabeth E. Bailey
|
For
|
For
|
Management
|
2
|
Elect Director Gerald L. Baliles
|
For
|
For
|
Management
|
3
|
Elect Director John T. Casteen III
|
For
|
For
|
Management
|
4
|
Elect Director Dinyar S. Devitre
|
For
|
For
|
Management
|
5
|
Elect Director Thomas F. Farrell II
|
For
|
For
|
Management
|
6
|
Elect Director Thomas W. Jones
|
For
|
For
|
Management
|
7
|
Elect Director George Munoz
|
For
|
For
|
Management
|
8
|
Elect Director Nabil Y. Sakkab
|
For
|
For
|
Management
|
9
|
Elect Director Michael E. Szymanczyk
|
For
|
For
|
Management
|
10
|
Ratify Auditors
|
For
|
For
|
Management
|
11
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
12
|
Advisory Vote on Say on Pay Frequency
|
None
|
One Year
|
Management
|
13
|
Cease Production of Flavored Tobacco Products
|
Against
|
Against
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Michael A. J. Farrell
|
For
|
For
|
Management
|
2
|
Elect Director Jonathan D. Green
|
For
|
Against
|
Management
|
3
|
Elect Director John A. Lambiase
|
For
|
For
|
Management
|
4
|
Increase Authorized Capital Stock
|
For
|
For
|
Management
|
5
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
6
|
Advisory Vote on Say on Pay Frequency
|
Three
|
One Year
|
Management
|
7
|
Ratify Auditors
|
For
|
For
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Randall L. Stephenson
|
For
|
For
|
Management
|
2
|
Elect Director Gilbert F. Amelio
|
For
|
For
|
Management
|
3
|
Elect Director Reuben V. Anderson
|
For
|
For
|
Management
|
4
|
Elect Director James H. Blanchard
|
For
|
For
|
Management
|
5
|
Elect Director Jaime Chico Pardo
|
For
|
For
|
Management
|
6
|
Elect Director James P. Kelly
|
For
|
For
|
Management
|
7
|
Elect Director Jon C. Madonna
|
For
|
For
|
Management
|
8
|
Elect Director Lynn M. Martin
|
For
|
For
|
Management
|
9
|
Elect Director John B. McCoy
|
For
|
For
|
Management
|
10
|
Elect Director Joyce M. Roche
|
For
|
For
|
Management
|
11
|
Elect Director Matthew K. Rose
|
For
|
For
|
Management
|
12
|
Elect Director Laura D Andrea Tyson
|
For
|
For
|
Management
|
13
|
Ratify Auditors
|
For
|
For
|
Management
|
14
|
Approve Omnibus Stock Plan
|
For
|
For
|
Management
|
15
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
16
|
Advisory Vote on Say on Pay Frequency
|
Three
|
One Year
|
Management
|
17
|
Report on Political Contributions
|
Against
|
For
|
Shareholder
|
18
|
Amend Articles/Bylaws/Charter -- Call Special Meetings
|
Against
|
For
|
Shareholder
|
19
|
Provide Right to Act by Written Consent
|
Against
|
For
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1.1
|
Elect Director W. Don Cornwell
|
For
|
For
|
Management
|
1.2
|
Elect Director V. Ann Hailey
|
For
|
For
|
Management
|
1.3
|
Elect Director Fred Hassan
|
For
|
For
|
Management
|
1.4
|
Elect Director Andrea Jung
|
For
|
For
|
Management
|
1.5
|
Elect Director Maria Elena Lagomasino
|
For
|
For
|
Management
|
1.6
|
Elect Director Ann S. Moore
|
For
|
For
|
Management
|
1.7
|
Elect Director Paul S. Pressler
|
For
|
For
|
Management
|
1.8
|
Elect Director Gary M. Rodkin
|
For
|
For
|
Management
|
1.9
|
Elect Director Paula Stern
|
For
|
For
|
Management
|
1.1
|
Elect Director Lawrence A. Weinbach
|
For
|
For
|
Management
|
2
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
3
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
4
|
Ratify Auditors
|
For
|
For
|
Management
|
5
|
Reduce Supermajority Vote Requirement
|
For
|
For
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director L. Andreotti
|
For
|
For
|
Management
|
2
|
Elect Director L.B. Campbell
|
For
|
For
|
Management
|
3
|
Elect Director J.M. Cornelius
|
For
|
For
|
Management
|
4
|
Elect Director L.J. Freeh
|
For
|
For
|
Management
|
5
|
Elect Director L.H. Glimcher
|
For
|
For
|
Management
|
6
|
Elect Director M. Grobstein
|
For
|
For
|
Management
|
7
|
Elect Director L. Johansson
|
For
|
For
|
Management
|
8
|
Elect Director A.J. Lacy
|
For
|
For
|
Management
|
9
|
Elect Director V.L. Sato
|
For
|
For
|
Management
|
10
|
Elect Director E. Sigal
|
For
|
For
|
Management
|
11
|
Elect Director T.D. West, Jr.
|
For
|
For
|
Management
|
12
|
Elect Director R.S. Williams
|
For
|
For
|
Management
|
13
|
Ratify Auditors
|
For
|
For
|
Management
|
14
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
15
|
Advisory Vote on Say on Pay Frequency
|
Three
|
One Year
|
Management
|
16
|
Increase Disclosure of Executive Compensation
|
Against
|
Against
|
Shareholder
|
17
|
Provide Right to Act by Written Consent
|
Against
|
For
|
Shareholder
|
18
|
Adopt Policy to Restrain Pharmaceutical Price Increases
|
Against
|
Against
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Richard H. Brown
|
For
|
For
|
Management
|
2
|
Elect Director Robert A. Brown
|
For
|
For
|
Management
|
3
|
Elect Director Bertrand P. Collomb
|
For
|
For
|
Management
|
4
|
Elect Director Curtis J. Crawford
|
For
|
For
|
Management
|
5
|
Elect Director Alexander M. Cutler
|
For
|
For
|
Management
|
6
|
Elect Director Eleuthere I. du Pont
|
For
|
For
|
Management
|
7
|
Elect Director Marillyn A. Hewson
|
For
|
For
|
Management
|
8
|
Elect Director Lois D. Juliber
|
For
|
For
|
Management
|
9
|
Elect Director Ellen J. Kullman
|
For
|
For
|
Management
|
10
|
Elect Director William K. Reilly
|
For
|
For
|
Management
|
11
|
Ratify Auditors
|
For
|
For
|
Management
|
12
|
Amend Omnibus Stock Plan
|
For
|
For
|
Management
|
13
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
14
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
15
|
Amend Articles/Bylaws/Charter -- Call Special Meetings
|
Against
|
For
|
Shareholder
|
16
|
Report on Genetically Engineered Seed
|
Against
|
Against
|
Shareholder
|
17
|
Report on Pay Disparity
|
Against
|
Against
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1.1
|
Elect Director Leroy T. Barnes, Jr.
|
For
|
For
|
Management
|
1.2
|
Elect Director Peter C.B. Bynoe
|
For
|
For
|
Management
|
1.3
|
Elect Director Jeri B. Finard
|
For
|
For
|
Management
|
1.4
|
Elect Director Edward Fraioli
|
For
|
For
|
Management
|
1.5
|
Elect Director James S. Kahan
|
For
|
For
|
Management
|
1.6
|
Elect Director Pamela D.A. Reeve
|
For
|
For
|
Management
|
1.7
|
Elect Director Howard L. Schrott
|
For
|
For
|
Management
|
1.8
|
Elect Director Larraine D. Segil
|
For
|
For
|
Management
|
1.9
|
Elect Director Mark Shapiro
|
For
|
For
|
Management
|
1.1
|
Elect Director Myron A. Wick, III
|
For
|
For
|
Management
|
1.11
|
Elect Director Mary Agnes Wilderotter
|
For
|
For
|
Management
|
2
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
3
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
4
|
Require Independent Board Chairman
|
Against
|
Against
|
Shareholder
|
5
|
Ratify Auditors
|
For
|
For
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director W. Geoffrey Beattie
|
For
|
For
|
Management
|
2
|
Elect Director James I. Cash, Jr.
|
For
|
For
|
Management
|
3
|
Elect Director Ann M. Fudge
|
For
|
For
|
Management
|
4
|
Elect Director Susan Hockfield
|
For
|
For
|
Management
|
5
|
Elect Director Jeffrey R. Immelt
|
For
|
For
|
Management
|
6
|
Elect Director Andrea Jung
|
For
|
For
|
Management
|
7
|
Elect Director Alan G. Lafley
|
For
|
For
|
Management
|
8
|
Elect Director Robert W. Lane
|
For
|
For
|
Management
|
9
|
Elect Director Ralph S. Larsen
|
For
|
For
|
Management
|
10
|
Elect Director Rochelle B. Lazarus
|
For
|
For
|
Management
|
11
|
Elect Director James J. Mulva
|
For
|
For
|
Management
|
12
|
Elect Director Sam Nunn
|
For
|
For
|
Management
|
13
|
Elect Director Roger S. Penske
|
For
|
For
|
Management
|
14
|
Elect Director Robert J. Swieringa
|
For
|
For
|
Management
|
15
|
Elect Director James S. Tisch
|
For
|
For
|
Management
|
16
|
Elect Director Douglas A. Warner III
|
For
|
For
|
Management
|
17
|
Ratify Auditors
|
For
|
For
|
Management
|
18
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
19
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
20
|
Provide for Cumulative Voting
|
Against
|
For
|
Shareholder
|
21
|
Performance-Based Equity Awards
|
Against
|
For
|
Shareholder
|
22
|
Withdraw Stock Options Granted to Executive Officers
|
Against
|
Against
|
Shareholder
|
23
|
Report on Climate Change Business Risk
|
Against
|
Against
|
Shareholder
|
24
|
Report on Animal Testing and Plans for Reduction
|
Against
|
Against
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Gordon M. Bethune
|
For
|
For
|
Management
|
2
|
Elect Director Kevin Burke
|
For
|
For
|
Management
|
3
|
Elect Director Jaime Chico Pardo
|
For
|
For
|
Management
|
4
|
Elect Director David M. Cote
|
For
|
For
|
Management
|
5
|
Elect Director D. Scott Davis
|
For
|
For
|
Management
|
6
|
Elect Director Linnet F. Deily
|
For
|
For
|
Management
|
7
|
Elect Director Judd Gregg
|
For
|
For
|
Management
|
8
|
Elect Director Clive R. Hollick
|
For
|
For
|
Management
|
9
|
Elect Director George Paz
|
For
|
For
|
Management
|
10
|
Elect Director Bradley T. Sheares
|
For
|
For
|
Management
|
11
|
Ratify Auditors
|
For
|
For
|
Management
|
12
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
13
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
14
|
Approve Omnibus Stock Plan
|
For
|
For
|
Management
|
15
|
Amend Executive Incentive Bonus Plan
|
For
|
For
|
Management
|
16
|
Provide Right to Act by Written Consent
|
Against
|
For
|
Shareholder
|
17
|
Amend Articles/Bylaws/Charter -- Call Special Meetings
|
Against
|
For
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1.1
|
Elect Director David P. Swanson
|
For
|
For
|
Management
|
1.2
|
Elect Director James J. Bottiglieri
|
For
|
For
|
Management
|
2
|
Ratify Auditors
|
For
|
For
|
Management
|
3
|
Approve Issuance of Shares for a Private Placement
|
For
|
For
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Charlene Barshefsky
|
For
|
For
|
Management
|
2
|
Elect Director Susan L. Decker
|
For
|
For
|
Management
|
3
|
Elect Director John J. Donahoe
|
For
|
For
|
Management
|
4
|
Elect Director Reed E. Hundt
|
For
|
For
|
Management
|
5
|
Elect Director Paul S. Otellini
|
For
|
For
|
Management
|
6
|
Elect Director James D. Plummer
|
For
|
For
|
Management
|
7
|
Elect Director David S. Pottruck
|
For
|
For
|
Management
|
8
|
Elect Director Jane E. Shaw
|
For
|
For
|
Management
|
9
|
Elect Director Frank D. Yeary
|
For
|
For
|
Management
|
10
|
Elect Director David B. Yoffie
|
For
|
For
|
Management
|
11
|
Ratify Auditors
|
For
|
For
|
Management
|
12
|
Amend Omnibus Stock Plan
|
For
|
For
|
Management
|
13
|
Amend Qualified Employee Stock Purchase Plan
|
For
|
For
|
Management
|
14
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
15
|
Advisory Vote on Say on Pay Frequency
|
None
|
One Year
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director A. J. P. Belda
|
For
|
For
|
Management
|
2
|
Elect Director W. R. Brody
|
For
|
For
|
Management
|
3
|
Elect Director K. I. Chenault
|
For
|
For
|
Management
|
4
|
Elect Director M. L. Eskew
|
For
|
For
|
Management
|
5
|
Elect Director S. A. Jackson
|
For
|
For
|
Management
|
6
|
Elect Director A. N. Liveris
|
For
|
For
|
Management
|
7
|
Elect Director W. J. McNerney, Jr.
|
For
|
For
|
Management
|
8
|
Elect Director J. W. Owens
|
For
|
For
|
Management
|
9
|
Elect Director S. J. Palmisano
|
For
|
For
|
Management
|
10
|
Elect Director J. E. Spero
|
For
|
For
|
Management
|
11
|
Elect Director S. Taurel
|
For
|
For
|
Management
|
12
|
Elect Director L. H. Zambrano
|
For
|
For
|
Management
|
13
|
Ratify Auditors
|
For
|
For
|
Management
|
14
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
15
|
Advisory Vote on Say on Pay Frequency
|
Three
|
One Year
|
Management
|
16
|
Provide for Cumulative Voting
|
Against
|
For
|
Shareholder
|
17
|
Report on Political Contributions
|
Against
|
For
|
Shareholder
|
18
|
Report on Lobbying Expenses
|
Against
|
For
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1.1
|
Elect Director Rex D. Adams
|
For
|
For
|
Management
|
1.2
|
Elect Director John Banham
|
For
|
For
|
Management
|
1.3
|
Elect Director Denis Kessler
|
For
|
Against
|
Management
|
2
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
Against
|
Management
|
3
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
4
|
Approve Omnibus Stock Plan
|
For
|
For
|
Management
|
5
|
Ratify Ernst & Young LLP as Auditors
|
For
|
For
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Crandall C. Bowles
|
For
|
For
|
Management
|
2
|
Elect Director Stephen B. Burke
|
For
|
For
|
Management
|
3
|
Elect Director David M. Cote
|
For
|
For
|
Management
|
4
|
Elect Director James S. Crown
|
For
|
For
|
Management
|
5
|
Elect Director James Dimon
|
For
|
For
|
Management
|
6
|
Elect Director Ellen V. Futter
|
For
|
For
|
Management
|
7
|
Elect Director William H. Gray, III
|
For
|
For
|
Management
|
8
|
Elect Director Laban P. Jackson, Jr.
|
For
|
For
|
Management
|
9
|
Elect Director David C. Novak
|
For
|
For
|
Management
|
10
|
Elect Director Lee R. Raymond
|
For
|
For
|
Management
|
11
|
Elect Director William C. Weldon
|
For
|
For
|
Management
|
12
|
Ratify Auditors
|
For
|
For
|
Management
|
13
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
Against
|
Management
|
14
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
15
|
Amend Omnibus Stock Plan
|
For
|
Against
|
Management
|
16
|
Affirm Political Non-Partisanship
|
Against
|
Against
|
Shareholder
|
17
|
Provide Right to Act by Written Consent
|
Against
|
For
|
Shareholder
|
18
|
Report on Loan Modifications
|
Against
|
Against
|
Shareholder
|
19
|
Report on Political Contributions
|
Against
|
For
|
Shareholder
|
20
|
Institute Procedures to Prevent Investments in Companies that Contribute to Genocide or Crimes Against Humanity
|
Against
|
Against
|
Shareholder
|
21
|
Require Independent Board Chairman
|
Against
|
Against
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Ajaypal S. Banga
|
For
|
For
|
Management
|
2
|
Elect Director Myra M. Hart
|
For
|
For
|
Management
|
3
|
Elect Director Peter B. Henry
|
For
|
For
|
Management
|
4
|
Elect Director Lois D. Juliber
|
For
|
For
|
Management
|
5
|
Elect Director Mark D. Ketchum
|
For
|
For
|
Management
|
6
|
Elect Director Richard A. Lerner
|
For
|
For
|
Management
|
7
|
Elect Director Mackey J. McDonald
|
For
|
For
|
Management
|
8
|
Elect Director John C. Pope
|
For
|
For
|
Management
|
9
|
Elect Director Fredric G. Reynolds
|
For
|
For
|
Management
|
10
|
Elect Director Irene B. Rosenfeld
|
For
|
For
|
Management
|
11
|
Elect Director J.F. Van Boxmeer
|
For
|
For
|
Management
|
12
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
13
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
14
|
Amend Non-Employee Director Omnibus Stock Plan
|
For
|
For
|
Management
|
15
|
Ratify Auditors
|
For
|
For
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Donna A. James
|
For
|
For
|
Management
|
2
|
Elect Director Jeffrey H. Miro
|
For
|
For
|
Management
|
3
|
Elect Director Raymond Zimmerman
|
For
|
For
|
Management
|
4
|
Ratify Auditors
|
For
|
For
|
Management
|
5
|
Approve Omnibus Stock Plan
|
For
|
For
|
Management
|
6
|
Approve Executive Incentive Bonus Plan
|
For
|
For
|
Management
|
7
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
Against
|
Management
|
8
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
9
|
Reduce Supermajority Vote Requirement
|
Against
|
For
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Dennis R. Glass
|
For
|
For
|
Management
|
2
|
Elect Director Gary C. Kelly
|
For
|
For
|
Management
|
3
|
Elect Director Michael F. Mee
|
For
|
For
|
Management
|
4
|
Ratify Auditors
|
For
|
For
|
Management
|
5
|
Amend Articles of Incorporation Allowing Shareholders to Amend the Bylaws
|
For
|
For
|
Management
|
6
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
7
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Michael J. Dolan
|
For
|
For
|
Management
|
2
|
Elect Director Robert A. Eckert
|
For
|
For
|
Management
|
3
|
Elect Director Frances D. Fergusson
|
For
|
For
|
Management
|
4
|
Elect Director Tully M. Friedman
|
For
|
For
|
Management
|
5
|
Elect Director Dominic Ng
|
For
|
For
|
Management
|
6
|
Elect Director Vasant M. Prabhu
|
For
|
For
|
Management
|
7
|
Elect Director Andrea L. Rich
|
For
|
For
|
Management
|
8
|
Elect Director Dean A. Scarborough
|
For
|
For
|
Management
|
9
|
Elect Director Christopher A. Sinclair
|
For
|
For
|
Management
|
10
|
Elect Director G. Craig Sullivan
|
For
|
For
|
Management
|
11
|
Elect Director Kathy Brittain White
|
For
|
For
|
Management
|
12
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
13
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
14
|
Provide Right to Call Special Meeting
|
For
|
Against
|
Management
|
15
|
Ratify Auditors
|
For
|
For
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Leslie A. Brun
|
For
|
For
|
Management
|
2
|
Elect Director Thomas R. Cech
|
For
|
For
|
Management
|
3
|
Elect Director Richard T. Clark
|
For
|
For
|
Management
|
4
|
Elect Director Kenneth C. Frazier
|
For
|
For
|
Management
|
5
|
Elect Director Thomas H. Glocer
|
For
|
For
|
Management
|
6
|
Elect Director Steven F. Goldstone
|
For
|
For
|
Management
|
7
|
Elect Director William B. Harrison. Jr.
|
For
|
For
|
Management
|
8
|
Elect Director Harry R. Jacobson
|
For
|
For
|
Management
|
9
|
Elect Director William N. Kelley
|
For
|
For
|
Management
|
10
|
Elect Director C. Robert Kidder
|
For
|
For
|
Management
|
11
|
Elect Director Rochelle B. Lazarus
|
For
|
For
|
Management
|
12
|
Elect Director Carlos E. Represas
|
For
|
For
|
Management
|
13
|
Elect Director Patricia F. Russo
|
For
|
For
|
Management
|
14
|
Elect Director Thomas E. Shenk
|
For
|
For
|
Management
|
15
|
Elect Director Anne M. Tatlock
|
For
|
For
|
Management
|
16
|
Elect Director Craig B. Thompson
|
For
|
For
|
Management
|
17
|
Elect Director Wendell P. Weeks
|
For
|
For
|
Management
|
18
|
Elect Director Peter C. Wendell
|
For
|
For
|
Management
|
19
|
Ratify Auditors
|
For
|
For
|
Management
|
20
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
21
|
Advisory Vote on Say on Pay Frequency
|
Three Years
|
One Year
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1.1
|
Elect Director Steven A. Kandarian
|
For
|
For
|
Management
|
1.2
|
Elect Director Sylvia Mathews Burwell
|
For
|
For
|
Management
|
1.3
|
Elect Director Eduardo Castro-Wright
|
For
|
For
|
Management
|
1.4
|
Elect Director Cheryl W. Grise
|
For
|
For
|
Management
|
1.5
|
Elect Director Lulu C. Wang
|
For
|
For
|
Management
|
2
|
Declassify the Board of Directors
|
For
|
For
|
Management
|
3
|
Ratify Auditors
|
For
|
For
|
Management
|
4
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
5
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1.1
|
Elect Director Stephen R. Blank
|
For
|
For
|
Management
|
1.2
|
Elect Director William S. Gorin
|
For
|
For
|
Management
|
2
|
Increase Authorized Capital Stock
|
For
|
For
|
Management
|
3
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
4
|
Advisory Vote on Say on Pay Frequency
|
Three
|
One Year
|
Management
|
5
|
Ratify Auditors
|
For
|
For
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1.1
|
Elect Herbjorn Hansson as Director
|
For
|
Withhold
|
Management
|
1.2
|
Elect Sir David Giibbons as Director
|
For
|
For
|
Management
|
1.3
|
Elect Adreas Ove Ugland as Director
|
For
|
For
|
Management
|
1.4
|
Elect Jim Kelly as Director
|
For
|
For
|
Management
|
1.5
|
Elect Jan Erik Langangen as Director
|
For
|
Withhold
|
Management
|
1.6
|
Elect Paul J. Hopkins as Director
|
For
|
For
|
Management
|
1.7
|
Elect Richard H. K. Vietor as Director
|
For
|
For
|
Management
|
2
|
Ratify Deloitte AS as Auditors
|
For
|
For
|
Management
|
3
|
Reduce Supermajority Vote Requirement
|
For
|
For
|
Management
|
4
|
Increase Authorized Common Stock
|
For
|
For
|
Management
|
5
|
Change Company Name to Nordic American Tankers Limited
|
For
|
For
|
Management
|
6
|
Receive Financial Statements and Statutory Reports (Non-Voting)
|
None
|
None
|
Management
|
7
|
Transact Other Business (Non-Voting)
|
None
|
None
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Andre Bergen
|
For
|
For
|
Management
|
2
|
Elect Director Ellyn L. Brown
|
For
|
For
|
Management
|
3
|
Elect Director Marshall N. Carter
|
For
|
For
|
Management
|
4
|
Elect Director Dominique Cerutti
|
For
|
For
|
Management
|
5
|
Elect Director Patricia M. Cloherty
|
For
|
For
|
Management
|
6
|
Elect Director Sir George Cox
|
For
|
For
|
Management
|
7
|
Elect Director Sylvain Hefes
|
For
|
For
|
Management
|
8
|
Elect Director Jan-michiel Hessels
|
For
|
For
|
Management
|
9
|
Elect Director Duncan M. McFarland
|
For
|
For
|
Management
|
10
|
Elect Director James J. McNulty
|
For
|
For
|
Management
|
11
|
Elect Director Duncan L. Niederauer
|
For
|
For
|
Management
|
12
|
Elect Director Ricardo Salgado
|
For
|
For
|
Management
|
13
|
Elect Director Robert G. Scott
|
For
|
For
|
Management
|
14
|
Elect Director Jackson P. Tai
|
For
|
For
|
Management
|
15
|
Elect Director Rijnhard Van Tets
|
For
|
For
|
Management
|
16
|
Elect Director Sir Brian Williamson
|
For
|
For
|
Management
|
17
|
Ratify Auditors
|
For
|
For
|
Management
|
18
|
Reduce Supermajority Vote Requirement
|
For
|
For
|
Management
|
19
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
20
|
Advisory Vote on Say on Pay Frequency
|
None
|
One Year
|
Management
|
21
|
Amend Articles/Bylaws/Charter -- Call Special Meetings
|
Against
|
For
|
Shareholder
|
22
|
Provide Right to Act by Written Consent
|
Against
|
For
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Spencer Abraham
|
For
|
For
|
Management
|
2
|
Elect Director Howard I. Atkins
|
For
|
For
|
Management
|
3
|
Elect Director Stephen I. Chazen
|
For
|
For
|
Management
|
4
|
Elect Director Edward P. Djerejian
|
For
|
Against
|
Management
|
5
|
Elect Director John E. Feick
|
For
|
For
|
Management
|
6
|
Elect Director Margaret M. Foran
|
For
|
For
|
Management
|
7
|
Elect Director Carlos M. Gutierrez
|
For
|
For
|
Management
|
8
|
Elect Director Ray R. Irani
|
For
|
Against
|
Management
|
9
|
Elect Director Avedick B. Poladian
|
For
|
For
|
Management
|
10
|
Elect Director Rodolfo Segovia
|
For
|
Against
|
Management
|
11
|
Elect Director Aziz D. Syriani
|
For
|
Against
|
Management
|
12
|
Elect Director Rosemary Tomich
|
For
|
Against
|
Management
|
13
|
Elect Director Walter L. Weisman
|
For
|
Against
|
Management
|
14
|
Ratify Auditors
|
For
|
For
|
Management
|
15
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
16
|
Advisory Vote on Say on Pay Frequency
|
None
|
One Year
|
Management
|
17
|
Review Political Expenditures and Processes
|
Against
|
For
|
Shareholder
|
18
|
Request Director Nominee with Environmental Qualifications
|
Against
|
Against
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1.1
|
Elect Director John P. Barnes
|
For
|
For
|
Management
|
1.2
|
Elect Director Collin P. Baron
|
For
|
For
|
Management
|
1.3
|
Elect Director Richard M. Hoyt
|
For
|
For
|
Management
|
2
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
3
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
4
|
Ratify Auditors
|
For
|
For
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director S.L. Brown
|
For
|
For
|
Management
|
2
|
Elect Director I.M. Cook
|
For
|
For
|
Management
|
3
|
Elect Director D. Dublon
|
For
|
For
|
Management
|
4
|
Elect Director V.J. Dzau
|
For
|
For
|
Management
|
5
|
Elect Director R.L. Hunt
|
For
|
For
|
Management
|
6
|
Elect Director A. Ibarguen
|
For
|
For
|
Management
|
7
|
Elect Director A.C. Martinez
|
For
|
For
|
Management
|
8
|
Elect Director I.K. Nooyi
|
For
|
For
|
Management
|
9
|
Elect Director S.P. Rockefeller
|
For
|
For
|
Management
|
10
|
Elect Director J.J. Schiro
|
For
|
For
|
Management
|
11
|
Elect Director L.G. Trotter
|
For
|
For
|
Management
|
12
|
Elect Director D. Vasella
|
For
|
For
|
Management
|
13
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
14
|
Advisory Vote on Say on Pay Frequency
|
Three
|
One Year
|
Management
|
15
|
Ratify Auditors
|
For
|
For
|
Management
|
16
|
Adopt Majority Voting for Uncontested Election of Directors
|
For
|
For
|
Management
|
17
|
Amend Articles/Bylaws/Charter -- Call Special Meetings
|
Against
|
For
|
Shareholder
|
18
|
Report on Political Contributions
|
Against
|
Against
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Dennis A. Ausiello
|
For
|
For
|
Management
|
2
|
Elect Director Michael S. Brown
|
For
|
For
|
Management
|
3
|
Elect Director M. Anthony Burns
|
For
|
For
|
Management
|
4
|
Elect Director W. Don Cornwell
|
For
|
For
|
Management
|
5
|
Elect Director Frances D. Fergusson
|
For
|
For
|
Management
|
6
|
Elect Director William H. Gray III
|
For
|
For
|
Management
|
7
|
Elect Director Constance J. Horner
|
For
|
For
|
Management
|
8
|
Elect Director James M. Kilts
|
For
|
For
|
Management
|
9
|
Elect Director George A. Lorch
|
For
|
For
|
Management
|
10
|
Elect Director John P. Mascotte
|
For
|
For
|
Management
|
11
|
Elect Director Suzanne Nora Johnson
|
For
|
For
|
Management
|
12
|
Elect Director Ian C. Read
|
For
|
For
|
Management
|
13
|
Elect Director Stephen W. Sanger
|
For
|
For
|
Management
|
14
|
Ratify Auditors
|
For
|
For
|
Management
|
15
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
Against
|
Management
|
16
|
Advisory Vote on Say on Pay Frequency
|
Two Years
|
One Year
|
Management
|
17
|
Publish Political Contributions
|
Against
|
Against
|
Shareholder
|
18
|
Report on Public Policy Advocacy Process
|
Against
|
Against
|
Shareholder
|
19
|
Adopt Policy to Restrain Pharmaceutical Price Increases
|
Against
|
Against
|
Shareholder
|
20
|
Provide Right to Act by Written Consent
|
Against
|
For
|
Shareholder
|
21
|
Amend Articles/Bylaws/Charter -- Call Special Meetings
|
Against
|
For
|
Shareholder
|
22
|
Report on Animal Testing and Plans for Reduction
|
Against
|
Against
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Harold Brown
|
For
|
For
|
Management
|
2
|
Elect Director Mathis Cabiallavetta
|
For
|
For
|
Management
|
3
|
Elect Director Louis C. Camilleri
|
For
|
For
|
Management
|
4
|
Elect Director J. Dudley Fishburn
|
For
|
For
|
Management
|
5
|
Elect Director Jennifer Li
|
For
|
For
|
Management
|
6
|
Elect Director Graham Mackay
|
For
|
For
|
Management
|
7
|
Elect Director Sergio Marchionne
|
For
|
Against
|
Management
|
8
|
Elect Director Lucio A. Noto
|
For
|
For
|
Management
|
9
|
Elect Director Carlos Slim Helu
|
For
|
For
|
Management
|
10
|
Elect Director Stephen M. Wolf
|
For
|
For
|
Management
|
11
|
Ratify Auditors
|
For
|
For
|
Management
|
12
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
13
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
14
|
Report on Effect of Marketing Practices on the Poor
|
Against
|
Against
|
Shareholder
|
15
|
Require Independent Board Chairman
|
Against
|
Against
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1.1
|
Elect Director Stephen F. Angel
|
For
|
For
|
Management
|
1.2
|
Elect Director Hugh Grant
|
For
|
For
|
Management
|
1.3
|
Elect Director Michele J. Hooper
|
For
|
For
|
Management
|
1.4
|
Elect Director Robert Mehrabian
|
For
|
For
|
Management
|
2
|
Amend Omnibus Stock Plan
|
For
|
For
|
Management
|
3
|
Amend Omnibus Stock Plan
|
For
|
For
|
Management
|
4
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
5
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
6
|
Ratify Auditors
|
For
|
For
|
Management
|
7
|
Report on Community Environmental Impact Disclosure Process
|
Against
|
Against
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1a
|
Elect Peter Shaerf as Director
|
For
|
For
|
Management
|
1b
|
Elect John C. Hsu as Director
|
For
|
For
|
Management
|
2
|
Approve KPMG LLP Chartered Accountants as Auditors
|
For
|
For
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1.1
|
Elect Director Bruce Spohler
|
For
|
For
|
Management
|
1.2
|
Elect Director Steven Hochberg
|
For
|
For
|
Management
|
2
|
Ratify Auditors
|
For
|
For
|
Management
|
3
|
Approve Issuance of Shares for a Private Placement
|
For
|
For
|
Management
|
4
|
Approve Issuance of Warrants/Convertible Debentures
|
For
|
Against
|
Management
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Roxanne S. Austin
|
For
|
For
|
Management
|
2
|
Elect Director Calvin Darden
|
For
|
For
|
Management
|
3
|
Elect Director Mary N. Dillon
|
For
|
For
|
Management
|
4
|
Elect Director James A. Johnson
|
For
|
For
|
Management
|
5
|
Elect Director Mary E. Minnick
|
For
|
For
|
Management
|
6
|
Elect Director Anne M. Mulcahy
|
For
|
For
|
Management
|
7
|
Elect Director Derica W. Rice
|
For
|
For
|
Management
|
8
|
Elect Director Stephen W. Sanger
|
For
|
For
|
Management
|
9
|
Elect Director Gregg W. Steinhafel
|
For
|
For
|
Management
|
10
|
Elect Director John G. Stumpf
|
For
|
For
|
Management
|
11
|
Elect Director Solomon D. Trujillo
|
For
|
For
|
Management
|
12
|
Ratify Auditors
|
For
|
For
|
Management
|
13
|
Approve Omnibus Stock Plan
|
For
|
For
|
Management
|
14
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
15
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
16
|
Adopt Compensation Benchmarking Policy
|
Against
|
For
|
Shareholder
|
17
|
Report on Electronics Recycling and Preventing E-Waste Export
|
Against
|
For
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Herbert A. Allen
|
For
|
For
|
Management
|
2
|
Elect Director Ronald W. Allen
|
For
|
For
|
Management
|
3
|
Elect Director Howard G. Buffett
|
For
|
For
|
Management
|
4
|
Elect Director Barry Diller
|
For
|
For
|
Management
|
5
|
Elect Director Evan G. Greenberg
|
For
|
For
|
Management
|
6
|
Elect Director Alexis M. Herman
|
For
|
For
|
Management
|
7
|
Elect Director Muhtar Kent
|
For
|
For
|
Management
|
8
|
Elect Director Donald R. Keough
|
For
|
For
|
Management
|
9
|
Elect Director Maria Elena Lagomasino
|
For
|
For
|
Management
|
10
|
Elect Director Donald F. McHenry
|
For
|
For
|
Management
|
11
|
Elect Director Sam Nunn
|
For
|
For
|
Management
|
12
|
Elect Director James D. Robinson III
|
For
|
For
|
Management
|
13
|
Elect Director Peter V. Ueberroth
|
For
|
For
|
Management
|
14
|
Elect Director Jacob Wallenberg
|
For
|
For
|
Management
|
15
|
Elect Director James B. Williams
|
For
|
For
|
Management
|
16
|
Ratify Auditors
|
For
|
For
|
Management
|
17
|
Amend Executive Incentive Bonus Plan
|
For
|
For
|
Management
|
18
|
Amend Restricted Stock Plan
|
For
|
For
|
Management
|
19
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
20
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
21
|
Publish Report on Chemical Bisphenol-A (BPA)
|
Against
|
For
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Arnold A. Allemang
|
For
|
For
|
Management
|
2
|
Elect Director Jacqueline K. Barton
|
For
|
For
|
Management
|
3
|
Elect Director James A. Bell
|
For
|
For
|
Management
|
4
|
Elect Director Jeff M. Fettig
|
For
|
For
|
Management
|
5
|
Elect Director Barbara H. Franklin
|
For
|
For
|
Management
|
6
|
Elect Director Jennifer M. Granholm
|
For
|
For
|
Management
|
7
|
Elect Director John B. Hess
|
For
|
For
|
Management
|
8
|
Elect Director Andrew N. Liveris
|
For
|
For
|
Management
|
9
|
Elect Director Paul Polman
|
For
|
For
|
Management
|
10
|
Elect Director Dennis H. Reilley
|
For
|
For
|
Management
|
11
|
Elect Director James M. Ringler
|
For
|
For
|
Management
|
12
|
Elect Director Ruth G. Shaw
|
For
|
For
|
Management
|
13
|
Elect Director Paul G. Stern
|
For
|
For
|
Management
|
14
|
Ratify Auditors
|
For
|
For
|
Management
|
15
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
16
|
Advisory Vote on Say on Pay Frequency
|
Three
|
One Year
|
Management
|
17
|
Provide Right to Act by Written Consent
|
Against
|
For
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1.1
|
Elect Director J. P. Baranco
|
For
|
For
|
Management
|
1.2
|
Elect Director J. A. Boscia
|
For
|
For
|
Management
|
1.3
|
Elect Director H. A. Clark, III
|
For
|
For
|
Management
|
1.4
|
Elect Director T. A. Fanning
|
For
|
For
|
Management
|
1.5
|
Elect Director H.W. Habermeyer, Jr.
|
For
|
For
|
Management
|
1.6
|
Elect Director V.M Hagen
|
For
|
For
|
Management
|
1.7
|
Elect Director W. A. Hood, Jr.
|
For
|
For
|
Management
|
1.8
|
Elect Director D. M. James
|
For
|
For
|
Management
|
1.9
|
Elect Director D. E. Klein
|
For
|
For
|
Management
|
1.1
|
Elect Director J. N. Purcell
|
For
|
For
|
Management
|
1.11
|
Elect Director W. G. Smith, Jr.
|
For
|
For
|
Management
|
1.12
|
Elect Director S. R. Specker
|
For
|
For
|
Management
|
1.13
|
Elect Director L.D. Thompson
|
For
|
For
|
Management
|
2
|
Ratify Auditors
|
For
|
For
|
Management
|
3
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
4
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
5
|
Approve Omnibus Stock Plan
|
For
|
For
|
Management
|
6
|
Report on Coal Combustion Waste Hazard and Risk Mitigation Efforts
|
Against
|
For
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Louis R. Chenevert
|
For
|
For
|
Management
|
2
|
Elect Director John V. Faraci
|
For
|
For
|
Management
|
3
|
Elect Director Jean-Pierre Garnier
|
For
|
For
|
Management
|
4
|
Elect Director Jamie S. Gorelick
|
For
|
For
|
Management
|
5
|
Elect Director Edward A. Kangas
|
For
|
For
|
Management
|
6
|
Elect Director Ellen J. Kullman
|
For
|
For
|
Management
|
7
|
Elect Director Charles R. Lee
|
For
|
For
|
Management
|
8
|
Elect Director Richard D. McCormick
|
For
|
For
|
Management
|
9
|
Elect Director Harold McGraw III
|
For
|
For
|
Management
|
10
|
Elect Director Richard B. Myers
|
For
|
For
|
Management
|
11
|
Elect Director H. Patrick Swygert
|
For
|
For
|
Management
|
12
|
Elect Director Andre Villeneuve
|
For
|
For
|
Management
|
13
|
Elect Director Christine Todd Whitman
|
For
|
For
|
Management
|
14
|
Ratify Auditors
|
For
|
For
|
Management
|
15
|
Amend Omnibus Stock Plan
|
For
|
For
|
Management
|
16
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
17
|
Advisory Vote on Say on Pay Frequency
|
None
|
One Year
|
Management
|
18
|
Stock Retention/Holding Period
|
Against
|
For
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Richard L. Carrion
|
For
|
For
|
Management
|
2
|
Elect Director M. Frances Keeth
|
For
|
For
|
Management
|
3
|
Elect Director Robert W. Lane
|
For
|
For
|
Management
|
4
|
Elect Director Lowell C. Mcadam
|
For
|
For
|
Management
|
5
|
Elect Director Sandra O. Moose
|
For
|
For
|
Management
|
6
|
Elect Director Joseph Neubauer
|
For
|
For
|
Management
|
7
|
Elect Director Donald T. Nicolaisen
|
For
|
For
|
Management
|
8
|
Elect Director Clarence Otis, Jr.
|
For
|
For
|
Management
|
9
|
Elect Director Hugh B. Price
|
For
|
For
|
Management
|
10
|
Elect Director Ivan G. Seidenberg
|
For
|
For
|
Management
|
11
|
Elect Director Rodney E. Slater
|
For
|
For
|
Management
|
12
|
Elect Director John W. Snow
|
For
|
For
|
Management
|
13
|
Ratify Auditors
|
For
|
For
|
Management
|
14
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
15
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
16
|
Disclose Prior Government Service
|
Against
|
Against
|
Shareholder
|
17
|
Performance-Based Equity Awards
|
Against
|
For
|
Shareholder
|
18
|
Restore or Provide for Cumulative Voting
|
Against
|
For
|
Shareholder
|
19
|
Amend Articles/Bylaws/Charter -- Call Special Meetings
|
Against
|
For
|
Shareholder
|
#
|
Proposal
|
Mgt Rec
|
Vote Cast
|
Sponsor
|
1
|
Elect Director Pastora San Juan Cafferty
|
For
|
For
|
Management
|
2
|
Elect Director Frank M. Clark, Jr.
|
For
|
For
|
Management
|
3
|
Elect Director Patrick W. Gross
|
For
|
For
|
Management
|
4
|
Elect Director John C. Pope
|
For
|
For
|
Management
|
5
|
Elect Director W. Robert Reum
|
For
|
For
|
Management
|
6
|
Elect Director Steven G. Rothmeier
|
For
|
For
|
Management
|
7
|
Elect Director David P. Steiner
|
For
|
For
|
Management
|
8
|
Elect Director Thomas H. Weidemeyer
|
For
|
For
|
Management
|
9
|
Ratify Auditors
|
For
|
For
|
Management
|
10
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
Management
|
11
|
Advisory Vote on Say on Pay Frequency
|
One Year
|
One Year
|
Management
|
12
|
Provide Right to Call Special Meeting
|
For
|
For
|
Management
|
By:
|
/s/ Thomas B. Winmill
|
Thomas B. Winmill, President
|
|
Date: August 29, 2011
|
|