UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-21423
The Gabelli Dividend & Income Trust
(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(Name and address of agent for service)
Registrant's telephone number, including area code: 1-800-422-3554
Date of fiscal year end: December 31
Date of reporting period: July 1, 2009 - June 30, 2010
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (Sections 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the clearance
requirements of 44 U.S.C. Section 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2009 TO JUNE 30, 2010
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 1
Investment Company Report
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DATA DOMAIN, INC.
SECURITY 23767P109 MEETING TYPE Annual
TICKER SYMBOL DDUP MEETING DATE 02-Jul-2009
ISIN US23767P1093 AGENDA 933112815 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 RONALD D. BERNAL For For
2 ANEEL BHUSRI For For
3 JEFFREY A. MILLER For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
03 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY Management For For
COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.
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HELLENIC TELECOMMUNICATIONS ORGANIZATION S A
SECURITY X3258B102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 10-Jul-2009
ISIN GRS260333000 AGENDA 702030608 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1. Amend the terms of the Stock Option Plan for executives of the Management No Action
Company and affiliated Companies, according to the Article 42e of
the Codified Law 2190/1920
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BT GROUP PLC
SECURITY 05577E101 MEETING TYPE Annual
TICKER SYMBOL BT MEETING DATE 15-Jul-2009
ISIN US05577E1010 AGENDA 933104224 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 REPORT AND ACCOUNTS Management For For
02 REMUNERATION REPORT Management For For
03 FINAL DIVIDEND Management For For
04 RE-ELECT CLAYTON BRENDISH Management For For
05 RE-ELECT PHIL HODKINSON Management For For
06 ELECT TONY CHANMUGAM Management For For
07 REAPPOINTMENT OF AUDITORS Management For For
08 REMUNERATION OF AUDITORS Management For For
09 AUTHORITY TO ALLOT SHARES Management For For
S10 AUTHORITY TO ALLOT SHARES FOR CASH Management For For
S11 AUTHORITY TO PURCHASE OWN SHARES Management For For
S12 AMEND AND ADOPT NEW ARTICLES Management For For
S13 14 DAYS' NOTICE OF MEETINGS Management For For
14 AUTHORITY FOR POLITICAL DONATIONS Management For For
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THE GREAT ATLANTIC & PACIFIC TEA CO INC.
SECURITY 390064103 MEETING TYPE Annual
TICKER SYMBOL GAP MEETING DATE 16-Jul-2009
ISIN US3900641032 AGENDA 933108501 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 J.D. BARLINE For For
2 J.J. BOECKEL For For
3 B. GAUNT For For
4 A. GULDIN For For
5 C.W.E. HAUB For For
6 D. KOURKOUMELIS For For
7 E. LEWIS For For
8 G. MAYS For For
9 M.B. TART-BEZER For For
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SUN MICROSYSTEMS, INC.
SECURITY 866810203 MEETING TYPE Special
TICKER SYMBOL JAVA MEETING DATE 16-Jul-2009
ISIN US8668102036 AGENDA 933112904 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED 4/19/09, BY AND AMONG SUN
MICROSYSTEMS INC., A DELAWARE CORPORA- TION "SUN",
ORACLE CORPORATION, A DELAWARE CORPORATION
"ORACLE", AND SODA ACQUISITION CORPORATION, A
DELAWARE CORPORATION AND WHOLLY-OWNED
SUBSIDIARY OF ORACLE, AS IT MAY BE AMENDED FROM
TIME TO TIME, PURSUANT TO WHICH SUN WILL BE
ACQUIRED BY ORACLE.
02 A PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL Management For For
MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE
EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF
SUCH ADJOURNMENT OR POSTPONEMENT TO ADOPT THE
AGREEMENT AND PLAN OF MERGER.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 2
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WYETH
SECURITY 983024100 MEETING TYPE Annual
TICKER SYMBOL WYE MEETING DATE 20-Jul-2009
ISIN US9830241009 AGENDA 933114869 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 VOTE TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JANUARY 25, 2009, AMONG PFIZER INC.,
WAGNER ACQUISITION CORP. AND WYETH, AS IT MAY BE
AMENDED FROM TIME TO TIME
02 VOTE TO APPROVE THE ADJOURNMENT OF THE MEETING, Management For For
IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER
AGREEMENT
3A ELECTION OF DIRECTOR: ROBERT M. AMEN Management For For
3B ELECTION OF DIRECTOR: MICHAEL J. CRITELLI Management For For
3C ELECTION OF DIRECTOR: FRANCES D. FERGUSSON Management For For
3D ELECTION OF DIRECTOR: VICTOR F. GANZI Management For For
3E ELECTION OF DIRECTOR: ROBERT LANGER Management For For
3F ELECTION OF DIRECTOR: JOHN P. MASCOTTE Management For For
3G ELECTION OF DIRECTOR: RAYMOND J. MCGUIRE Management For For
3H ELECTION OF DIRECTOR: MARY LAKE POLAN Management For For
3I ELECTION OF DIRECTOR: BERNARD POUSSOT Management For For
3J ELECTION OF DIRECTOR: GARY L. ROGERS Management For For
3K ELECTION OF DIRECTOR: JOHN R. TORELL III Management For For
04 VOTE TO RATIFY PRICEWATERHOUSECOOPERS LLP AS Management For For
WYETH'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009
05 STOCKHOLDER PROPOSAL REGARDING REPORTING ON Shareholder Against For
WYETH'S POLITICAL CONTRIBUTIONS AND TRADE
ASSOCIATION PAYMENTS
06 STOCKHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
STOCKHOLDER MEETINGS
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NATIONAL GRID PLC
SECURITY 636274300 MEETING TYPE Annual
TICKER SYMBOL NGG MEETING DATE 27-Jul-2009
ISIN US6362743006 AGENDA 933116584 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS. Management For For
02 TO DECLARE A FINAL DIVIDEND. Management For For
03 TO RE-ELECT SIR JOHN PARKER AS A DIRECTOR. Management For For
04 TO RE-ELECT STEVE HOLLIDAY AS A DIRECTOR. Management For For
05 TO RE-ELECT KEN HARVEY AS A DIRECTOR. Management For For
06 TO RE-ELECT STEVE LUCAS AS A DIRECTOR. Management For For
07 TO RE-ELECT STEPHEN PETTIT AS A DIRECTOR. Management For For
08 TO RE-ELECT NICK WINSER AS A DIRECTOR. Management For For
09 TO RE-ELECT GEORGE ROSE AS A DIRECTOR. Management For For
10 TO REAPPOINT THE AUDITOR, Management For For
PRICEWATERHOUSECOOPERS LLP.
11 TO AUTHORISE THE DIRECTORS TO SET THE AUDITOR'S Management For For
REMUNERATION.
12 TO APPROVE THE DIRECTORS' REMUNERATION REPORT. Management For For
13 TO AUTHORISE THE DIRECTORS TO ALLOT ORDINARY Management For For
SHARES.
14 TO AUTHORISE A SCRIP DIVIDEND. Management For For
15 TO AUTHORISE CAPITALISING RESERVES FOR SCRIP Management For For
DIVIDENDS.
S16 TO DISAPPLY PRE-EMPTION RIGHTS. Management For For
S17 TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN Management For For
ORDINARY SHARES.
S18 TO AUTHORISE THE DIRECTORS TO HOLD GENERAL Management For For
MEETINGS ON 14 DAYS NOTICE.
S19 TO ADOPT NEW ARTICLES OF ASSOCIATION WITH EFFECT Management For For
FROM THE AGM.
S20 TO ADOPT NEW ARTICLES OF ASSOCIATION WITH EFFECT Management For For
FROM 1 OCTOBER 2009.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 3
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REMY COINTREAU SA, COGNAC
SECURITY F7725A100 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 28-Jul-2009
ISIN FR0000130395 AGENDA 702026320 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
"French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card di-rectly to the sub custodian. Please contact your
Client Service Representative-to obtain the necessary card,
account details and directions. The following a-pplies to Non-
Resident Shareowners: Proxy Cards: Voting instructions will be f-
orwarded to the Global Custodians that have become Registered
Intermediaries,-on the Vote Deadline Date. In capacity as
Registered Intermediary, the Global-Custodian will sign the Proxy
Card and forward to the local custodian. If you-are unsure whether
your Global Custodian acts as Registered Intermediary, plea-se
contact your representative."
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
O.1 Approve the unconsolidated accounts for the 2008/2009 FY Management For For
O.2 Approve the consolidated accounts for the 2008/2009 FY Management For For
O.3 Approve the distribution of profits and distribution of dividends Management For For
O.4 Approve the agreements referred to in Articles L.225-38 of the Management For For
Commercial Code
O.5 Grant discharge to the Board of Directors Management For For
O.6 Approve the renewal of Mr. Francois Heriard Dubreuil's mandate Management For For
as a Board Member
O.7 Approve the renewal of Mr. Jacques-Etienne de T'Serclaes' Management For For
mandate as a Board Member
O.8 Approve the renewal of Mr. Gabriel Hawawini's mandate as a Management For For
Board Member
O.9 Approve the renewal of the Orpar Company's mandate as a Board Management For For
Member
O.10 Approve the attendance allowances Management For For
O.11 Approve an amendment to a commitment referred to in Article Management For For
L.225-42-1 of the Commercial Code to amend the conditions of
demand for the deferred compensation by Mr. Jean-Marie
Laborde
O.12 Ratify the continuation of the retirement liabilities in the benefit Management For For
defined referred to in the last paragraph of Article L.225-42-1 of
the Commercial Code which benefits Ms. Dominique Dubreuil
Heriard, Messrs. Francois and Marc Heriard Dubreuil and Mr.
Jean-Marie Laborde, as a regulated agreement and pursuant to
Articles L.225-38 and L.225-42 of the Commercial Code
O.13 Authorize the Board of Directors to acquire and sell Company's Management For For
shares under Articles L.225-209 and sequence of the Commercial
Code
O.14 Grant powers for formalities Management For For
E.15 Authorize the Board of Directors to reduce the share capital by Management For For
cancellation of treasury shares held by the Company
E.16 Authorize the Board of Directors to increase the share capital by Management For For
issue, with maintenance of preferential subscription rights of the
shareholders, of the Company' shares and/or warrants giving
access to the Company's capital and/or issue of warrants giving
right to the allocation of debt securities
E.17 Authorize the Board of Directors to increase the share capital by Management For For
issue, with cancellation of preferential subscription rights of the
shareholders, of Company's shares and/or warrants giving access
to the Company's capital and/or issue of warrants giving right to
the allocation of debt securities
E.18 Authorize the Board of Directors to fix the issue price of the Management For For
securities to be issued under the 17th resolution, with cancellation
of preferential subscription rights of the shareholders, within the
limit of 10% of the capital per year
E.19 Authorize the Board of Directors to increase the number of Management For For
securities to be issued in case of an issue with or without
preferential subscription rights of the shareholders
E.20 Authorize the Board of Directors to increase the Company's Management For For
capital by incorporation of reserves, profits or premiums
E.21 Authorize the Board of Directors to proceed with the issue of Management For For
shares or warrants giving access to capital within the limit of 10%
of the capital to pay contributions in kind
E.22 Authorize the Board of Directors to increase the share capital by Management For For
issuing shares reserved for Members of a Company Savings Plan
E.23 Authorize the Board of Directors in case of a takeover bid for the Management For For
Company's securities
E.24 Authorize the Board of Directors to charge the cost of capital Management For For
increases carried out on the premiums relating to those
transactions
E.25 Approve the modification, as a result of a legislative change, of Management For For
Article 12 of the Company' Statutes relating to the treasury shares
held by the Board Members
E.26 Approve the modification, as a result of a legislative change, of Management For For
Article 23.2, 3rd Paragraph, of the Company's Statutes relative to
the double voting right in general assembly
E.27 Grant powers for formalities Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 4
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ITO EN,LTD.
SECURITY J25027103 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Jul-2009
ISIN JP3143000002 AGENDA 702038298 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 Approve Appropriation of Profits Management For For
2 Amend Articles to: Approve Minor Revisions Related to Management For For
Dematerialization of Shares and the other Updated Laws and
Regulations, Allow Board to Make Rules Governing Exercise of
Shareholders' Rights
3.1 Appoint a Corporate Auditor Management For For
3.2 Appoint a Corporate Auditor Management For For
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VODAFONE GROUP PLC
SECURITY 92857W209 MEETING TYPE Annual
TICKER SYMBOL VOD MEETING DATE 28-Jul-2009
ISIN US92857W2098 AGENDA 933112790 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO RECEIVE THE COMPANY'S ACCOUNTS AND REPORTS Management For For
OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED
31 MARCH 2009
02 TO RE-ELECT SIR JOHN BOND AS A DIRECTOR (MEMBER Management For For
OF THE NOMINATIONS AND GOVERNANCE COMMITTEE)
03 TO RE-ELECT JOHN BUCHANAN AS A DIRECTOR (MEMBER Management For For
OF THE AUDIT COMMITTEE, MEMBER OF THE
NOMINATIONS AND GOVERNANCE COMMITTEE)
04 TO RE-ELECT VITTORIO COLAO AS A DIRECTOR Management For For
05 TO ELECT MICHEL COMBES AS A DIRECTOR Management For For
06 TO RE-ELECT ANDY HALFORD AS A DIRECTOR Management For For
07 TO RE-ELECT ALAN JEBSON AS A DIRECTOR (MEMBER OF Management For For
THE AUDIT COMMITTEE)
08 TO ELECT SAMUEL JONAH AS A DIRECTOR Management For For
09 TO RE-ELECT NICK LAND AS A DIRECTOR (MEMBER OF THE Management For For
AUDIT COMMITTEE)
10 TO RE-ELECT ANNE LAUVERGEON AS A DIRECTOR Management For For
(MEMBER OF THE AUDIT COMMITTEE)
11 TO RE-ELECT SIMON MURRAY AS A DIRECTOR (MEMBER Management For For
OF THE REMUNERATION COMMITTEE)
12 TO ELECT STEPHEN PUSEY AS A DIRECTOR Management For For
13 TO RE-ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER Management For For
OF THE NOMINATIONS AND GOVERNANCE COMMITTEE,
MEMBER OF THE REMUNERATION COMMITTEE)
14 TO RE-ELECT ANTHONY WATSON AS A DIRECTOR Management For For
(MEMBER OF THE REMUNERATION COMMITTEE)
15 TO RE-ELECT PHILIP YEA AS A DIRECTOR (MEMBER OF THE Management For For
REMUNERATION COMMITTEE)
16 TO APPROVE A FINAL DIVIDEND OF 5.20P PER ORDINARY Management For For
SHARE
17 TO APPROVE THE REMUNERATION REPORT Management For For
18 TO RE-APPOINT DELOITTE LLP AS AUDITORS Management For For
19 TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE Management For For
THE REMUNERATION OF THE AUDITORS
20 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES UNDER Management For For
ARTICLE 16.2 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
21 TO AUTHORISE THE DIRECTORS TO DISAPPLY PRE- Management For For
EMPTION RIGHTS UNDER ARTICLE 16.3 OF THE COMPANY'S
ARTICLES OF ASSOCIATION (SPECIAL RESOLUTION)
22 TO AUTHORISE THE COMPANY'S PURCHASE OF ITS OWN Management For For
SHARES (SECTION166, COMPANIES ACT 1985) (SPECIAL
RESOLUTION)
23 TO ADOPT NEW ARTICLES OF ASSOCIATION (SPECIAL Management For For
RESOLUTION)
24 TO AUTHORISE THE CALLING OF A GENERAL MEETING Management For For
OTHER THAN AN ANNUAL GENERAL MEETING ON NOT LESS
THAN 14 CLEAR DAYS' NOTICE (SPECIAL RESOLUTION)
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 5
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LEGG MASON, INC.
SECURITY 524901105 MEETING TYPE Annual
TICKER SYMBOL LM MEETING DATE 28-Jul-2009
ISIN US5249011058 AGENDA 933116281 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 ROBERT E. ANGELICA For For
2 BARRY W. HUFF For For
3 JOHN E. KOERNER III For For
4 CHERYL GORDON KRONGARD For For
5 SCOTT C. NUTTALL For For
02 AMENDMENT OF THE LEGG MASON, INC. 1996 EQUITY Management For For
INCENTIVE PLAN AND APPROVAL TO ISSUE ADDITIONAL
1,000,000 SHARES CURRENTLY COVERED BY THE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
04 STOCKHOLDER PROPOSAL REGARDING THE EXECUTIVE Shareholder Against For
INCENTIVE COMPENSATION PLAN.
05 STOCKHOLDER PROPOSAL REGARDING MAJORITY Shareholder Against For
VOTING.
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MERCK & CO., INC.
SECURITY 589331107 MEETING TYPE Special
TICKER SYMBOL MRK MEETING DATE 07-Aug-2009
ISIN US5893311077 AGENDA 933117980 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MARCH 8, 2009, BY AND AMONG
MERCK & CO., INC., SCHERING-PLOUGH CORPORATION, SP
MERGER SUBSIDIARY ONE, INC. (FORMERLY BLUE, INC.)
AND SP MERGER SUBSIDIARY TWO, INC. (FORMERLY
PURPLE, INC.), AS IT MAY BE AMENDED.
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H.J. HEINZ COMPANY
SECURITY 423074103 MEETING TYPE Annual
TICKER SYMBOL HNZ MEETING DATE 12-Aug-2009
ISIN US4230741039 AGENDA 933118730 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: W.R. JOHNSON Management For For
1B ELECTION OF DIRECTOR: C.E. BUNCH Management For For
1C ELECTION OF DIRECTOR: L.S. COLEMAN, JR. Management For For
1D ELECTION OF DIRECTOR: J.G. DROSDICK Management For For
1E ELECTION OF DIRECTOR: E.E. HOLIDAY Management For For
1F ELECTION OF DIRECTOR: C. KENDLE Management For For
1G ELECTION OF DIRECTOR: D.R. O'HARE Management For For
1H ELECTION OF DIRECTOR: N. PELTZ Management For For
1I ELECTION OF DIRECTOR: D.H. REILLEY Management For For
1J ELECTION OF DIRECTOR: L.C. SWANN Management For For
1K ELECTION OF DIRECTOR: T.J. USHER Management For For
1L ELECTION OF DIRECTOR: M.F. WEINSTEIN Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM.
03 AMENDMENT OF BY-LAWS TO ADD RIGHT OF HOLDERS OF Management For For
25% OF VOTING POWER TO CALL SPECIAL MEETING OF
SHAREHOLDERS.
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WHX CORPORATION
SECURITY 929248607 MEETING TYPE Annual
TICKER SYMBOL WXCO MEETING DATE 25-Aug-2009
ISIN US9292486076 AGENDA 933126701 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 WARREN G. LICHTENSTEIN For For
2 ROBERT FRANKFURT For For
3 JACK L. HOWARD For For
4 GLEN M. KASSAN For For
5 LOUIS KLEIN, JR. For For
6 JOHN H. MCNAMARA JR. For For
7 JOHN J. QUICKE For For
8 GAREN W. SMITH For For
02 RATIFICATION OF THE APPOINTMENT OF GRANT Management For For
THORNTON LLP AS THE INDEPENDENT PUBLIC
ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 6
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CHINA MENGNIU DAIRY CO LTD
SECURITY G21096105 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 27-Aug-2009
ISIN KYG210961051 AGENDA 702064546 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
PLEASE NOTE THAT THE SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST'-FOR ALL RESOLUTIONS.
THANK YOU.
S.1 Amend the Articles 94 and 115 of the Articles of Association as Management For For
specified; and authorize any Director of the Company to take such
further actions as he may in his sole and absolute discretion thinks
fit for and on behalf of the Company to implement the aforesaid
amendments to the existing Articles by the Company
2.A Elect Mr. Ning Gaoning as a Non-Executive Director for a fixed Management For For
term of 3 years and authorize the Board of Directors of the
Company to fix his remuneration
2.B Elect Mr. Yu Xubo as a Non-Executive Director for a fixed term of Management For For
3 years and authorize the Board of Directors of the Company to fix
his remuneration
2.C Elect Mr. Ma Jianping as a Non-Executive Director for a fixed term Management For For
of 3 years and authorize the Board of Directors of the Company to
fix his remuneration
2.D Elect Mr. Fang Fenglei as a Non-Executive Director for a fixed Management For For
term of 3 years and authorize the Board of Directors of the
Company to fix his remuneration
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COOPER INDUSTRIES, LTD.
SECURITY G24182100 MEETING TYPE Special
TICKER SYMBOL CBE MEETING DATE 31-Aug-2009
ISIN BMG241821005 AGENDA 933124327 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 APPROVAL OF THE SCHEME OF ARRANGEMENT ATTACHED Management For For
TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX A.
02 IF THE SCHEME OF ARRANGEMENT IS APPROVED, AND IN Management For For
CONNECTION WITH THE SCHEME OF ARRANGEMENT AND
THE REORGANIZATION, APPROVAL OF THE REDUCTION OF
THE SHARE PREMIUM OF COOPER INDUSTRIES PLC TO
ALLOW THE CREATION OF DISTRIBUTABLE RESERVES
THAT WAS PREVIOUSLY UNANIMOUSLY APPROVED BY
COOPER INDUSTRIES, LTD. AND THE OTHER CURRENT
SHAREHOLDERS OF COOPER INDUSTRIES PLC.
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FIDELITY NAT'L INFORMATION SERVICES INC
SECURITY 31620M106 MEETING TYPE Special
TICKER SYMBOL FIS MEETING DATE 04-Sep-2009
ISIN US31620M1062 AGENDA 933125773 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO APPROVE THE ISSUANCE OF SHARES OF FIS COMMON Management For For
STOCK AS CONTEMPLATED BY THE AGREEMENT AND PLAN
OF MERGER, DATED AS OF MARCH 31, 2009, BY AND
AMONG FIDELITY NATIONAL INFORMATION SERVICES, INC.,
CARS HOLDINGS, LLC, AND METAVANTE TECHNOLOGIES,
INC., AS SUCH AGREEMENT MAY BE AMENDED FROM TIME
TO TIME.
02 TO APPROVE THE ISSUANCE OF 12,861,736 SHARES OF FIS Management For For
COMMON STOCK TO BE PURCHASED BY AFFILIATES OF
THOMAS H. LEE PARTNERS, L.P. AS CONTEMPLATED BY
THE INVESTMENT AGREEMENT, DATED AS OF MARCH 31,
2009, BY AND BETWEEN FIS AND THE INVESTORS NAMED
THEREIN, AS SUCH AGREEMENT MAY BE AMENDED FROM
TIME TO TIME.
03 TO APPROVE THE ISSUANCE OF 3,215,434 SHARES OF FIS Management For For
COMMON STOCK TO BE PURCHASED BY FIDELITY
NATIONAL FINANCIAL, INC. AS CONTEMPLATED BY THE
INVESTMENT AGREEMENT, DATED AS OF MARCH 31, 2009,
BY AND BETWEEN FIS AND THE INVESTORS NAMED
THEREIN, AS SUCH AGREEMENT MAY BE AMENDED FROM
TIME TO TIME.
04 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, INCLUDING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT
THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE ANY OF THE FOREGOING
PROPOSALS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 7
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METAVANTE TECHNOLOGIES, INC.
SECURITY 591407101 MEETING TYPE Special
TICKER SYMBOL MV MEETING DATE 04-Sep-2009
ISIN US5914071015 AGENDA 933125785 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MARCH 31, 2009, BY AND AMONG
FIDELITY NATIONAL INFORMATION SERVICES, INC., CARS
HOLDINGS, LLC, AND METAVANTE TECHNOLOGIES, INC., AS
SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME,
AND THE TRANSACTIONS IT CONTEMPLATES.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, INCLUDING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT
THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE THE FOREGOING
PROPOSAL.
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TEEKAY CORPORATION
SECURITY Y8564W103 MEETING TYPE Annual
TICKER SYMBOL TK MEETING DATE 09-Sep-2009
ISIN MHY8564W1030 AGENDA 933126725 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 DR. IAN D. BLACKBURNE For For
2 J. ROD CLARK For For
3 C. SEAN DAY For For
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FIBERNET TELECOM GROUP, INC.
SECURITY 315653402 MEETING TYPE Special
TICKER SYMBOL FTGX MEETING DATE 09-Sep-2009
ISIN US3156534022 AGENDA 933131459 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
AMONG FIBERNET, ZAYO GROUP, LLC, A DELAWARE
LIMITED LIABILITY COMPANY, AND ZAYO MERGER SUB,
INC., A DELAWARE CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF ZAYO GROUP, LLC, AS SUCH AGREEMENT
MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO
WHICH ZAYO MERGER SUB, INC. WILL MERGE WITH AND
INTO FIBERNET.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
AT THE TIME OF THE SPECIAL MEETING TO APPROVE
PROPOSAL #1, PROPOSAL TO ADOPT THE MERGER
AGREEMENT.
--------------------------------------------------------------------------------
GENERAL MILLS, INC.
SECURITY 370334104 MEETING TYPE Annual
TICKER SYMBOL GIS MEETING DATE 21-Sep-2009
ISIN US3703341046 AGENDA 933128616 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: BRADBURY H. ANDERSON Management For For
1B ELECTION OF DIRECTOR: R. KERRY CLARK Management For For
1C ELECTION OF DIRECTOR: PAUL DANOS Management For For
1D ELECTION OF DIRECTOR: WILLIAM T. ESREY Management For For
1E ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN Management For For
1F ELECTION OF DIRECTOR: JUDITH RICHARDS HOPE Management For For
1G ELECTION OF DIRECTOR: HEIDI G. MILLER Management For For
1H ELECTION OF DIRECTOR: HILDA OCHOA-BRILLEMBOURG Management For For
1I ELECTION OF DIRECTOR: STEVE ODLAND Management For For
1J ELECTION OF DIRECTOR: KENDALL J. POWELL Management For For
1K ELECTION OF DIRECTOR: LOIS E. QUAM Management For For
1L ELECTION OF DIRECTOR: MICHAEL D. ROSE Management For For
1M ELECTION OF DIRECTOR: ROBERT L. RYAN Management For For
1N ELECTION OF DIRECTOR: DOROTHY A. TERRELL Management For For
02 ADOPT THE 2009 STOCK COMPENSATION PLAN. Management Against Against
03 RATIFY THE APPOINTMENT OF KPMG LLP AS GENERAL Management For For
MILLS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
04 STOCKHOLDER PROPOSAL ON ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 8
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SKYLINE CORPORATION
SECURITY 830830105 MEETING TYPE Annual
TICKER SYMBOL SKY MEETING DATE 21-Sep-2009
ISIN US8308301055 AGENDA 933131144 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 ARTHUR J. DECIO For For
2 THOMAS G. DERANEK For For
3 JOHN C. FIRTH For For
4 JERRY HAMMES For For
5 WILLIAM H. LAWSON For For
6 DAVID T. LINK For For
7 ANDREW J. MCKENNA For For
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GOLDEN OCEAN GROUP LTD BERMUDA
SECURITY G4032A104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Sep-2009
ISIN BMG4032A1045 AGENDA 702086934 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1. Approve to set the maximum number of Directors to be not more Management For For
than 8
2. Approve to resolve that vacancies in the number of Directors be Management For For
designated casual vacancies and authorize the Board of Directors
to fill such casual vacancies as and when it deems fit
3. Re-elect John Fredriksen as a Director of the Company Management For For
4. Re-elect Tor Olav Troeim as a Director of the Company Management For For
5. Re-elect Kate Blankenship as a Director of the Company Management For For
6. Re-elect Hans Christian Boerresen as a Director of the Company Management For For
7. Re-elect Cecilie Fredriksen as a Director of the Company Management For For
8. Appoint PricewaterhouseCoopers as the Auditors and authorize Management For For
the Directors to determine their remuneration
9. Approve remuneration of the Company's Board of Directors of a Management For For
total amount of fees not to exceed USD 300,000,00 for the YE 31
DEC 2009
10. Transact such other business Non-Voting
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FRONTLINE LTD.
SECURITY G3682E127 MEETING TYPE Annual
TICKER SYMBOL FRO MEETING DATE 25-Sep-2009
ISIN BMG3682E1277 AGENDA 933130320 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: JOHN FREDRIKSEN Management For For
1B ELECTION OF DIRECTOR: KATE BLANKENSHIP Management For For
1C ELECTION OF DIRECTOR: FRIXOS SAVVIDES Management For For
1D ELECTION OF DIRECTOR: KATHRINE FREDRIKSEN Management For For
2 PROPOSAL TO SET THE MAXIMUM NUMBER OF DIRECTORS Management For For
TO BE NOT MORE THAN EIGHT.
3 PROPOSAL TO RESOLVE THAT VACANCIES IN THE NUMBER Management For For
OF DIRECTORS BE DESIGNATED CASUAL VACANCIES.
4 PROPOSAL TO APPROVE A SHARE OPTION PLAN (THE Management For For
"PLAN") THE RULES OF WHICH WILL OFFER ELIGIBLE
PERSONS THE RIGHT (BUT NOT OBLIGATION) TO
SUBSCRIBE FOR SHARES IN THE COMPANY (AN "OPTION")
AT A PRICE FIXED AT THE DATE OF GRANTING THE OPTION
IN ACCORDANCE WITH THE TERMS OF THE PLAN.
5 PROPOSAL TO APPOINT PRICEWATERHOUSECOOPERS DA Management For For
OF OSLO, NORWAY AS AUDITORS AND TO AUTHORISE THE
DIRECTORS TO DETERMINE THEIR REMUNERATION.
6 PROPOSAL TO APPROVE THE REMUNERATION OF THE Management For For
COMPANY'S BOARD OF DIRECTORS OF A TOTAL AMOUNT
OF FEES NOT TO EXCEED US$400,000 FOR THE YEAR
ENDED DECEMBER 31, 2009.
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SHIP FINANCE INTERNATIONAL LIMITED
SECURITY G81075106 MEETING TYPE Annual
TICKER SYMBOL SFL MEETING DATE 25-Sep-2009
ISIN BMG810751062 AGENDA 933130332 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: PAUL LEAND JR. Management For For
1B ELECTION OF DIRECTOR: KATE BLANKENSHIP Management For For
1C ELECTION OF DIRECTOR: CRAIG H. STEVENSON, JR. Management For For
1D ELECTION OF DIRECTOR: HANS PETTER AAS Management For For
1E ELECTION OF DIRECTOR: CECILIE FREDRIKSEN Management For For
02 PROPOSAL TO SET THE MAXIMUM NUMBER OF DIRECTORS Management For For
TO BE NO MORE THAN EIGHT.
03 PROPOSAL TO RESOLVE THAT VACANCIES IN THE NUMBER Management For For
OF DIRECTORS BE DESIGNATED CASUAL VACANCIES AND
THAT THE BOARD OF DIRECTORS BE AUTHORISED TO FILL
SUCH CASUAL VACANCIES AS AND WHEN IT DEEMS FIT.
04 PROPOSAL TO APPOINT MOORE STEPHENS, P.C. AS Management For For
AUDITORS AND TO AUTHORISE THE DIRECTORS TO
DETERMINE THEIR REMUNERATION.
05 PROPOSAL TO APPROVE THE REMUNERATION OF THE Management For For
COMPANY'S BOARD OF DIRECTORS OF A TOTAL AMOUNT
OF FEES NOT TO EXCEED US$750,000 FOR THE YEAR
ENDED DECEMBER 31, 2009.
06 PROPOSAL TO REDUCE THE SHARE PREMIUM ACCOUNT Management For For
OF THE COMPANY FROM US$2,194,000.00 TO NIL, AND TO
CREDIT THE AMOUNT RESULTING FROM THE REDUCTION
TO THE COMPANY'S CONTRIBUTED SURPLUS ACCOUNT,
WITH IMMEDIATE EFFECT.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 9
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CONAGRA FOODS, INC.
SECURITY 205887102 MEETING TYPE Annual
TICKER SYMBOL CAG MEETING DATE 25-Sep-2009
ISIN US2058871029 AGENDA 933131132 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 MOGENS C. BAY For For
2 STEPHEN G. BUTLER For For
3 STEVEN F. GOLDSTONE For For
4 JOIE A. GREGOR For For
5 RAJIVE JOHRI For For
6 W.G. JURGENSEN For For
7 RICHARD H. LENNY For For
8 RUTH ANN MARSHALL For For
9 GARY M. RODKIN For For
10 ANDREW J. SCHINDLER For For
11 KENNETH E. STINSON For For
02 APPROVE THE CONAGRA FOODS 2009 STOCK PLAN Management Against Against
03 APPROVE THE CONAGRA FOODS EXECUTIVE INCENTIVE Management For For
PLAN
04 RATIFY THE APPOINTMENT OF INDEPENDENT AUDITOR Management For For
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TELECOM CORPORATION OF NEW ZEALAND LTD.
SECURITY 879278208 MEETING TYPE Annual
TICKER SYMBOL NZT MEETING DATE 01-Oct-2009
ISIN US8792782083 AGENDA 933141599 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO AUTHORISE THE DIRECTORS TO FIX THE Management For For
REMUNERATION OF THE AUDITORS.
02 TO RE-ELECT MR WAYNE BOYD AS A DIRECTOR. Management For For
03 TO RE-ELECT MR RON SPITHILL AS A DIRECTOR. Management For For
04 TO ELECT DR SACHIO SEMMOTO AS A DIRECTOR. Management For For
05 TO ELECT DR TIM ROOKE AS A DIRECTOR. Management Against For
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TYCO ELECTRONICS LTD
SECURITY H8912P106 MEETING TYPE Special
TICKER SYMBOL TEL MEETING DATE 08-Oct-2009
ISIN CH0102993182 AGENDA 933138504 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO APPROVE PAYMENT OF A DISTRIBUTION TO Management For For
SHAREHOLDERS THROUGH A REDUCTION OF THE PAR
VALUE OF OUR SHARES, SUCH PAYMENT TO BE MADE IN
TWO INSTALLMENTS ON OR BEFORE MARCH 26, 2010 (THE
END OF THE SECOND FISCAL QUARTER OF 2010).
02 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS Management For For
OF THE EXTRAORDINARY GENERAL MEETING.
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TYCO ELECTRONICS LTD
SECURITY H8912P106 MEETING TYPE Special
TICKER SYMBOL TEL MEETING DATE 08-Oct-2009
ISIN CH0102993182 AGENDA 933148391 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO APPROVE PAYMENT OF A DISTRIBUTION TO Management For For
SHAREHOLDERS THROUGH A REDUCTION OF THE PAR
VALUE OF OUR SHARES, SUCH PAYMENT TO BE MADE IN
TWO INSTALLMENTS ON OR BEFORE MARCH 26, 2010 (THE
END OF THE SECOND FISCAL QUARTER OF 2010).
02 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS Management For For
OF THE EXTRAORDINARY GENERAL MEETING.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 10
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MSC.SOFTWARE CORPORATION
SECURITY 553531104 MEETING TYPE Special
TICKER SYMBOL MSCS MEETING DATE 09-Oct-2009
ISIN US5535311048 AGENDA 933138554 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JULY 7, 2009, BY AND AMONG
MSC.SOFTWARE CORPORATION, A DELAWARE
CORPORATION, MAXIMUS HOLDINGS INC., A DELAWARE
CORPORATION, AND MAXIMUS INC., A DELAWARE
CORPORATION, AS IT MAY BE AMENDED FROM TIME TO
TIME, PURSUANT TO WHICH MSC.SOFTWARE
CORPORATION WILL BE ACQUIRED BY MAXIMUS HOLDINGS
INC.
02 A PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL Management For For
MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE
EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF
SUCH ADJOURNMENT OR POSTPONEMENT TO ADOPT THE
AGREEMENT AND THE PLAN OF MERGER.
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THE PROCTER & GAMBLE COMPANY
SECURITY 742718109 MEETING TYPE Annual
TICKER SYMBOL PG MEETING DATE 13-Oct-2009
ISIN US7427181091 AGENDA 933134241 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: KENNETH I. CHENAULT Management For For
1B ELECTION OF DIRECTOR: SCOTT D. COOK Management For For
1C ELECTION OF DIRECTOR: RAJAT K. GUPTA Management For For
1D ELECTION OF DIRECTOR: A.G. LAFLEY Management For For
1E ELECTION OF DIRECTOR: CHARLES R. LEE Management For For
1F ELECTION OF DIRECTOR: LYNN M. MARTIN Management For For
1G ELECTION OF DIRECTOR: ROBERT A. MCDONALD Management For For
1H ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. Management For For
1I ELECTION OF DIRECTOR: JOHNATHAN A. RODGERS Management For For
1J ELECTION OF DIRECTOR: RALPH SNYDERMAN, M.D. Management For For
1K ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER Management For For
1L ELECTION OF DIRECTOR: PATRICIA A. WOERTZ Management For For
1M ELECTION OF DIRECTOR: ERNESTO ZEDILLO Management For For
02 RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
03 AMEND THE COMPANY'S CODE OF REGULATIONS Management Against Against
04 APPROVE THE PROCTER & GAMBLE 2009 STOCK AND Management Against Against
INCENTIVE COMPENSATION PLAN
05 SHAREHOLDER PROPOSAL #1 - CUMULATIVE VOTING Shareholder Against For
06 SHAREHOLDER PROPOSAL #2 - ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION
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HERA SPA, BOLOGNA
SECURITY T5250M106 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 21-Oct-2009
ISIN IT0001250932 AGENDA 702095010 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
PLEASE NOTE THAT THIS COMMENT HAS BEEN DELETED. Non-Voting
THANK YOU.
E.1 Approve the merger through Incorporation of PRI.GE.A.S. S.R.L. Management No Action
into Hera S.P.A
E.2 Approve the split of Hera Bologna S.R.L., Hera Ferrara S.R.L., Management No Action
Hera Forli-Cesena S.R.L.,Hera Imola-Faenza S.R.L. Hera
Modena S.R.L., Hera Ravenna S.R.L. and Hera Rimini S.R.L. on
behalf of Hera S.P.A. and Hera Comm S.R.L
E.3 Approve the share capital increase with exclusion of the option Management No Action
right Ex Article 2441 Civil Code Paragraph 4 and related
amendment to Article 5 of the Company's By-laws
E.4 Amend Article 8 of Association Management No Action
O.1 Appoint 2 new Board of Directors Members post retirement Management No Action
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF ARTICLE NUMBER IN RESOLU-TION E.3 AND CHANGE IN
MEETING DATE. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, P-LEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL I-
NSTRUCTIONS. THANK YOU.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 11
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SOUTHWEST WATER COMPANY
SECURITY 845331107 MEETING TYPE Annual
TICKER SYMBOL SWWC MEETING DATE 23-Oct-2009
ISIN US8453311073 AGENDA 933146587 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: KIMBERLY ALEXY Management For For
1B ELECTION OF DIRECTOR: BRUCE C. EDWARDS Management For For
1C ELECTION OF DIRECTOR: DONOVAN D. HUENNEKENS Management For For
1D ELECTION OF DIRECTOR: THOMAS IINO Management For For
1E ELECTION OF DIRECTOR: WILLIAM D. JONES Management For For
1F ELECTION OF DIRECTOR: MAUREEN A. KINDEL Management For For
1G ELECTION OF DIRECTOR: RICHARD G. NEWMAN Management For For
1H ELECTION OF DIRECTOR: MARK A. SWATEK Management For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS AS THE Management For For
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
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SARA LEE CORPORATION
SECURITY 803111103 MEETING TYPE Annual
TICKER SYMBOL SLE MEETING DATE 29-Oct-2009
ISIN US8031111037 AGENDA 933144836 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: BRENDA C. BARNES Management For For
1B ELECTION OF DIRECTOR: CHRISTOPHER B. BEGLEY Management For For
1C ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1D ELECTION OF DIRECTOR: VIRGIS W. COLBERT Management For For
1E ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1F ELECTION OF DIRECTOR: LAURETTE T. KOELLNER Management For For
1G ELECTION OF DIRECTOR: CORNELIS J.A. VAN LEDE Management For For
1H ELECTION OF DIRECTOR: DR. JOHN MCADAM Management For For
1I ELECTION OF DIRECTOR: SIR IAN PROSSER Management For For
1J ELECTION OF DIRECTOR: NORMAN R. SORENSEN Management For For
1K ELECTION OF DIRECTOR: JEFFREY W. UBBEN Management For For
1L ELECTION OF DIRECTOR: JONATHAN P. WARD Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS SARA LEE'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
FISCAL 2010
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NOBLE CORPORATION
SECURITY H5833N103 MEETING TYPE Special
TICKER SYMBOL NE MEETING DATE 29-Oct-2009
ISIN CH0033347318 AGENDA 933145600 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 GORDON T. HALL For For
2 JON A. MARSHALL For For
2 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Management For For
THE NOBLE CORPORATION 1991 STOCK OPTION AND
RESTRICTED STOCK PLAN EFFECTIVE AS OF OCTOBER 29,
2009
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NOBLE CORPORATION
SECURITY H5833N103 MEETING TYPE Special
TICKER SYMBOL NE MEETING DATE 29-Oct-2009
ISIN CH0033347318 AGENDA 933155714 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 GORDON T. HALL For For
2 JON A. MARSHALL For For
2 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Management For For
THE NOBLE CORPORATION 1991 STOCK OPTION AND
RESTRICTED STOCK PLAN EFFECTIVE AS OF OCTOBER 29,
2009
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 12
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PERNOD-RICARD, PARIS
SECURITY F72027109 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 02-Nov-2009
ISIN FR0000120693 AGENDA 702105986 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card dir-ectly to the sub custodian. Please contact your
Client Service Representative-to obtain the necessary card,
account details and directions. The followin-g applies to Non-
Resident Shareowners: Proxy Cards: Voting instructions will-be
forwarded to the Global Custodians that have become Registered
Intermediar-ies, on the Vote Deadline Date. In capacity as
Registered Intermediary, the Gl-obal Custodian will sign the Proxy
Card and forward to the local custodian. If-you are unsure whether
your Global Custodian acts as Registered Intermediary,-please
contact your representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
O.1 Approve the unconsolidated accounts for the FYE on 30 JUN Management For For
2009
O.2 Approve the consolidated accounts for the FYE on 30 JUN 2009 Management For For
O.3 Approve the distribution of profits for the FYE on 30 JUN 2009 and Management For For
distribution of dividends
O.4 Approve the regulated agreements referred to in Articles L.225-38 Management For For
and sequence of the Commercial Code
O.5 Approve the agreements referred to in Articles L.255-38 and Management For For
L.225-42-1 of the Commercial Code and the special report of the
Statutory Auditors in relation to Mr. Pierre Pringuet
O.6 Approve to renew Mme. Daniele Ricard's as Board Member Management For For
O.7 Approve to renew Paul Ricard Company's mandate as Board Management For For
Member
O.8 Approve to renew Mr. Jean-Dominique Comolli's mandate as Management For For
Board Member
O.9 Approve to renew Lord Douro's mandate as Board Member Management For For
O.10 Appoint Mr. Gerald Frere as a Board Member Management For For
O.11 Appoint Mr. Michel Chambaud as a Board Member Management For For
O.12 Appoint Mr. Anders Narvinger as a Board Member Management For For
O.13 Approve the attendance allowances read aloud to the Board Management For For
Members
O.14 Authorize the Board of Directors to operate on the Company's Management For For
shares
E.15 Authorize the Board of Directors to reduce the share capital by Management For For
cancelation of treasury shares
E.16 Authorize the Board of Directors to increase the share capital, by Management For For
issuing common shares and/or warrants giving access to the
Company's capital, with maintenance of preferential subscription
rights
E.17 Authorize the Board of Directors to increase the share capital, by Management For For
issuing common shares and/or warrants giving access to the
Company's capital, with cancelation of preferential subscription
rights, through a public offer
E.18 Authorize the Board of Directors to increase the number of Management For For
securities to be issued in case of capital increase with or without
cancelation of preferential subscription rights under the
Resolutions 16 and 17
E.19 Authorize the Board of Directors to proceed with the issue of Management For For
common shares and/or warrants providing access to the
Company's capital in order to remunerate contributions in kind to
the Company within the limit of 10% of the share capital
E.20 Authorize the Board of Directors to proceed with the issue of Management For For
common shares and/or warrants giving access to the Company's
capital in the event of a public offer initiated by the Company
E.21 Authorize the Board of Directors to issue warrants representing Management For For
debts giving right to the allocation of debt securities
E.22 Authorize the Board of Directors to increase the share capital Management For For
increase by incorporation of premiums, reserves, profits or others
E.23 Authorize the Board of Directors to consent options to Employees Management For For
and Managers of the Company giving right to the subscription of
Company shares to issue or purchase existing Company's shares
E.24 Authorize the Board of Directors to issue shares subscription Management For For
warrants in case of public offer bearing on the Company securities
E.25 Authorize the Board of Directors to increase the capital by issuing Management For For
shares or warrants giving access to capital, reserved for Members
of a Company Savings Plan with cancellation of preferential
subscription rights for the benefit of the latter
E.26 Amend the Articles 20 and 24 of Bylaws regarding Age limit for Management For For
Chairman of the Board and for Chief Executive Officer
E.27 Grant powers for the accomplishment of legal formalities Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF ARTICLE NUMBERS IN RESOL-UTION 26. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PR-OXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 13
--------------------------------------------------------------------------------
GVT HOLDING SA, CURITIBA
SECURITY P5145T104 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 03-Nov-2009
ISIN BRGVTTACNOR8 AGENDA 702121043 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN Non-Voting
THE SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY
VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR
ABSTAIN ARE A-LLOWED. THANK YOU
1. Approve to decide concerning the non-application of Articles 43 Management For For
and 44 of the Company's Corporate bylaws, that deal with the
protection of the dispersion of the shareholder base, for
acquisitions of the Company's shares offer that have the following
characteristics: i) financial liquidation will occur by 28 FEB 2010; ii)
the price to be paid will be a minimum of BRL 48.00 per share; iii)
the payment will be in cash; iv) the offeror A must have financial
capacity to acquire 100% of the share capital of the Company for
a minimum price of BRL 48.00 per share, B must be an operator
or provider of fixed mobile or broad band telephone services in
Brazil or abroad directly or through subsidiaries controlled or
related Companies
--------------------------------------------------------------------------------
CHARTERED SEMICONDUCTOR MFG LTD
SECURITY 16133R205 MEETING TYPE Special
TICKER SYMBOL CHRT MEETING DATE 04-Nov-2009
ISIN US16133R2058 AGENDA 933153811 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
C1 TO APPROVE THE SCHEME OF ARRANGEMENT UNDER Management For For
SECTION 210 OF THE COMPANIES ACT, CHAPTER 50 OF
SINGAPORE, TO EFFECT THE PROPOSED ACQUISITION OF
THE COMPANY BY ATIC INTERNATIONAL INVESTMENT
COMPANY LLC.
E2A TO APPROVE THE ADOPTION AND INCLUSION OF NEW Management For For
ARTICLE 4B IN THE ARTICLES OF ASSOCIATION OF THE
COMPANY.
E2B TO APPROVE THE ADOPTION AND INCLUSION OF NEW Management For For
ARTICLE 4A,16(6A) IN THE ARTICLES OF ASSOCIATION OF
THE COMPANY.
--------------------------------------------------------------------------------
ARCHER-DANIELS-MIDLAND COMPANY
SECURITY 039483102 MEETING TYPE Annual
TICKER SYMBOL ADM MEETING DATE 05-Nov-2009
ISIN US0394831020 AGENDA 933149797 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: G.W. BUCKLEY Management For For
1B ELECTION OF DIRECTOR: M.H. CARTER Management For For
1C ELECTION OF DIRECTOR: D.E. FELSINGER Management For For
1D ELECTION OF DIRECTOR: V.F. HAYNES Management For For
1E ELECTION OF DIRECTOR: A. MACIEL Management For For
1F ELECTION OF DIRECTOR: P.J. MOORE Management For For
1G ELECTION OF DIRECTOR: T.F. O'NEILL Management For For
1H ELECTION OF DIRECTOR: K.R. WESTBROOK Management For For
1I ELECTION OF DIRECTOR: P.A. WOERTZ Management For For
02 ADOPT THE ARCHER-DANIELS-MIDLAND COMPANY 2009 Management For For
INCENTIVE COMPENSATION PLAN.
03 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR
ENDING JUNE 30, 2010.
04 ADOPT STOCKHOLDER'S PROPOSAL REGARDING GLOBAL Shareholder Against For
HUMAN RIGHTS STANDARDS.
--------------------------------------------------------------------------------
SCHIFF NUTRITION INTERNATIONAL, INC.
SECURITY 806693107 MEETING TYPE Annual
TICKER SYMBOL WNI MEETING DATE 09-Nov-2009
ISIN US8066931077 AGENDA 933149951 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 ERIC WEIDER For For
2 GEORGE F. LENGVARI For For
3 BRUCE J. WOOD For For
4 RONALD L. COREY For For
5 MICHAEL HYATT For For
6 EUGENE B. JONES For For
7 ROGER H. KIMMEL For For
8 BRIAN P. MCDERMOTT For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 14
--------------------------------------------------------------------------------
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
SECURITY G16252101 MEETING TYPE Special
TICKER SYMBOL BIP MEETING DATE 16-Nov-2009
ISIN BMG162521014 AGENDA 933158342 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 THE RESOLUTION IN THE FORM ANNEXED AS APPENDIX A Management For For
TO THE ACCOMPANYING MANAGEMENT INFORMATION
CIRCULAR OF THE PARTNERSHIP DATED OCTOBER 21,
2009 APPROVING A TRANSACTION PURSUANT TO WHICH
BROOKFIELD INFRASTRUCTURE L.P. ("BROOKFIELD
INFRASTRUCTURE") WILL ISSUE UP TO $450 MILLION OF
REDEEMABLE PARTNERSHIP UNITS OF BROOKFIELD
INFRASTRUCTURE TO BROOKFIELD ASSET MANAGEMENT
INC. OR ITS AFFILIATES;
02 THE RESOLUTION IN THE FORM ANNEXED AS APPENDIX B Management Against Against
TO THE ACCOMPANYING MANAGEMENT INFORMATION
CIRCULAR OF THE PARTNERSHIP DATED OCTOBER 21,
2009 AUTHORIZING AND APPROVING AN AMENDMENT TO
THE AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT OF THE PARTNERSHIP (THE "LPA") WHICH
REDUCES THE QUORUM REQUIREMENT FOR A MEETING
OF THE LIMITED PARTNERS TO HOLDERS REPRESENTING,
IN THE AGGREGATE, 20 PERCENT OF THE TOTAL
OUTSTANDING LIMITED PARTNERSHIP UNITS, PRESENT IN
PERSON OR BY PROXY.
--------------------------------------------------------------------------------
MICROSOFT CORPORATION
SECURITY 594918104 MEETING TYPE Annual
TICKER SYMBOL MSFT MEETING DATE 19-Nov-2009
ISIN US5949181045 AGENDA 933150310 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 ELECTION OF DIRECTOR: WILLIAM H. GATES III Management For For
02 ELECTION OF DIRECTOR: STEVEN A. BALLMER Management For For
03 ELECTION OF DIRECTOR: DINA DUBLON Management For For
04 ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN Management For For
05 ELECTION OF DIRECTOR: REED HASTINGS Management For For
06 ELECTION OF DIRECTOR: MARIA KLAWE Management For For
07 ELECTION OF DIRECTOR: DAVID F. MARQUARDT Management For For
08 ELECTION OF DIRECTOR: CHARLES H. NOSKI Management For For
09 ELECTION OF DIRECTOR: HELMUT PANKE Management For For
10 RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT AUDITOR
11 TO APPROVE AMENDMENTS TO AMENDED AND RESTATED Management For For
ARTICLES OF INCORPORATION
12 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management For For
13 SHAREHOLDER PROPOSAL - ADOPTION OF HEALTHCARE Shareholder Against For
REFORM PRINCIPLES
14 SHAREHOLDER PROPOSAL - DISCLOSURE OF CHARITABLE Shareholder Against For
CONTRIBUTIONS
--------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG
SECURITY 251566105 MEETING TYPE Special
TICKER SYMBOL DT MEETING DATE 19-Nov-2009
ISIN US2515661054 AGENDA 933152338 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 RESOLUTION ON THE APPROVAL OF THE SPIN-OFF AND Management For
TAKE-OVER AGREEMENT CONCLUDED ON SEPTEMBER 3,
2009 WITH T-MOBILE DEUTSCHLAND GMBH WITH ITS
REGISTERED OFFICES IN BONN.
--------------------------------------------------------------------------------
EMULEX CORPORATION
SECURITY 292475209 MEETING TYPE Annual
TICKER SYMBOL ELX MEETING DATE 19-Nov-2009
ISIN US2924752098 AGENDA 933152554 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 FRED B. COX For For
2 MICHAEL P. DOWNEY For For
3 BRUCE C. EDWARDS For For
4 PAUL F. FOLINO For For
5 ROBERT H. GOON For For
6 DON M. LYLE For For
7 JAMES M. MCCLUNEY For For
8 DEAN A. YOOST For For
02 RATIFICATION OF SELECTION OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 15
--------------------------------------------------------------------------------
CAMPBELL SOUP COMPANY
SECURITY 134429109 MEETING TYPE Annual
TICKER SYMBOL CPB MEETING DATE 19-Nov-2009
ISIN US1344291091 AGENDA 933153152 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 EDMUND M. CARPENTER For For
2 PAUL R. CHARRON For For
3 DOUGLAS R. CONANT For For
4 BENNETT DORRANCE For For
5 HARVEY GOLUB For For
6 LAWRENCE C. KARLSON For For
7 RANDALL W. LARRIMORE For For
8 MARY ALICE D. MALONE For For
9 SARA MATHEW For For
10 WILLIAM D. PEREZ For For
11 CHARLES R. PERRIN For For
12 A. BARRY RAND For For
13 NICK SHREIBER For For
14 ARCHBOLD D. VAN BEUREN For For
15 LES C. VINNEY For For
16 CHARLOTTE C. WEBER For For
2 RATIFICATION OF APPOINTMENT OF THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
3 RE-APPROVE CAMPBELL SOUP COMPANY ANNUAL Management For For
INCENTIVE PLAN.
--------------------------------------------------------------------------------
DELTA NATURAL GAS COMPANY, INC.
SECURITY 247748106 MEETING TYPE Annual
TICKER SYMBOL DGAS MEETING DATE 19-Nov-2009
ISIN US2477481061 AGENDA 933154697 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 MICHAEL J. KISTNER For For
2 MICHAEL R. WHITLEY For For
02 PROPOSAL RELATING TO APPROVAL OF AN INCENTIVE Management Against Against
COMPENSATION PLAN TO BE EFFECTIVE JANUARY 1, 2010.
--------------------------------------------------------------------------------
DIRECTV
SECURITY 25459L106 MEETING TYPE Special
TICKER SYMBOL DTV MEETING DATE 19-Nov-2009
ISIN US25459L1061 AGENDA 933157807 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management Against Against
DATED AS OF MAY 3, 2009, AS AMENDED, BY AND AMONG
LIBERTY MEDIA CORPORATION, LIBERTY ENTERTAINMENT,
INC., THE DIRECTV GROUP, INC., DIRECTV, DTVG ONE, INC.,
AND DTVG TWO, INC.
02 TO APPROVE THE VOTING AND RIGHT OF FIRST REFUSAL Management Against Against
AGREEMENT, DATED AS OF MAY 3, 2009, AS AMENDED, BY
AND AMONG THE DIRECTV GROUP, INC., LIBERTY
ENTERTAINMENT, INC., DIRECTV, JOHN C. MALONE, LESLIE
MALONE, THE TRACY L. NEAL TRUST A AND THE EVAN D.
MALONE TRUST A.
03 TO APPROVE AN ADJOURNMENT OF THE SPECIAL Management Against Against
MEETING, IF NECESSARY OR APPROPRIATE, TO PERMIT
FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT
SUFFICIENT VOTES AT THE SPECIAL MEETING TO
APPROVE THE PROPOSALS DESCRIBED ABOVE IN
ACCORDANCE WITH THE MERGER AGREEMENT.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 16
--------------------------------------------------------------------------------
BHP BILLITON LIMITED
SECURITY 088606108 MEETING TYPE Annual
TICKER SYMBOL BHP MEETING DATE 26-Nov-2009
ISIN US0886061086 AGENDA 933149329 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO RECEIVE THE 2009 FINANCIAL STATEMENTS AND Management For For
REPORTS FOR BHP BILLITON LIMITED AND BHP BILLITON
PLC
02 TO RE-ELECT MR CARLOS CORDEIRO AS A DIRECTOR OF Management For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
03 TO RE-ELECT MR DAVID CRAWFORD AS A DIRECTOR OF Management For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
04 TO RE-ELECT THE HON E GAIL DE PLANQUE AS A Management For For
DIRECTOR OF BHP BILLITON LIMITED AND BHP BILLITON
PLC
05 TO RE-ELECT MR MARIUS KLOPPERS AS A DIRECTOR OF Management For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
06 TO RE-ELECT MR DON ARGUS AS A DIRECTOR OF BHP Management For For
BILLITON LIMITED AND BHP BILLITON PLC
07 TO ELECT MR WAYNE MURDY AS A DIRECTOR OF BHP Management For For
BILLITON LIMITED AND BHP BILLITON PLC
08 TO REAPPOINT KPMG AUDIT PLC AS THE AUDITOR OF BHP Management For For
BILLITON PLC
09 TO RENEW THE GENERAL AUTHORITY TO ISSUE SHARES IN Management For For
BHP BILLITON PLC
10 TO RENEW THE DISAPPLICATION OF PRE-EMPTION RIGHTS Management For For
IN BHP BILLITON PLC
11 TO APPROVE THE REPURCHASE OF SHARES IN BHP Management For For
BILLITON PLC
12A TO APPROVE THE CANCELLATION OF SHARES IN BHP Management For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON 30 APRIL
2010
12B TO APPROVE THE CANCELLATION OF SHARES IN BHP Management For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON 17 JUNE
2010
12C TO APPROVE THE CANCELLATION OF SHARES IN BHP Management For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON 15
SEPTEMBER 2010
12D TO APPROVE THE CANCELLATION OF SHARES IN BHP Management For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON 11
NOVEMBER 2010
13 TO APPROVE THE 2009 REMUNERATION REPORT Management For For
14 TO APPROVE THE GRANT OF AWARDS TO MR MARIUS Management For For
KLOPPERS UNDER THE GIS AND THE LTIP
--------------------------------------------------------------------------------
COPART, INC.
SECURITY 217204106 MEETING TYPE Annual
TICKER SYMBOL CPRT MEETING DATE 03-Dec-2009
ISIN US2172041061 AGENDA 933156374 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 WILLIS J. JOHNSON For For
2 A. JAYSON ADAIR For For
3 JAMES E. MEEKS For For
4 STEVEN D. COHAN For For
5 DANIEL J. ENGLANDER For For
6 MATT BLUNT For For
7 THOMAS W. SMITH For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR THE FISCAL YEAR ENDING JULY 31, 2010.
--------------------------------------------------------------------------------
HARMAN INTERNATIONAL INDUSTRIES, INC.
SECURITY 413086109 MEETING TYPE Annual
TICKER SYMBOL HAR MEETING DATE 08-Dec-2009
ISIN US4130861093 AGENDA 933160222 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 DINESH C. PALIWAL For For
2 EDWARD H. MEYER For For
3 GARY G. STEEL For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 17
--------------------------------------------------------------------------------
GVT HOLDING SA, CURITIBA
SECURITY P5145T104 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 10-Dec-2009
ISIN BRGVTTACNOR8 AGENDA 702164699 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
1. Approve the new composition of the Board of Directors of the Management For For
Company
PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN Non-Voting
THE SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY
VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR
ABSTAIN ARE A-LLOWED. THANK YOU
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
INCORPORATION OF COMMENT. IF YOU HA-VE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU-DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------
WEBSTER FINANCIAL CORPORATION
SECURITY 947890109 MEETING TYPE Special
TICKER SYMBOL WBS MEETING DATE 10-Dec-2009
ISIN US9478901096 AGENDA 933159394 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO APPROVE THE AMENDMENT OF WEBSTER'S SECOND Management For For
RESTATED CERTIFICATE OF INCORPORATION, AS
AMENDED, TO REMOVE SUBSECTION 2 OF ARTICLE 10
THEREOF.
02 TO APPROVE THE ISSUANCE OF SHARES OF COMMON Management For For
STOCK IN CONNECTION WITH THE CONVERSION OF OUR
PERPETUAL PARTICIPATING PREFERRED STOCK, SERIES C
AND NON-VOTING PERPETUAL PARTICIPATING PREFERRED
STOCK, SERIES D, INTO, AND EXERCISE OF WARRANTS
FOR, COMMON STOCK, FOR PURPOSES OF SECTION 312.03
OF THE NYSE LISTED COMPANY MANUAL.
03 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING
TO ADOPT THE FOREGOING PROPOSALS.
--------------------------------------------------------------------------------
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Special
TICKER SYMBOL TV MEETING DATE 10-Dec-2009
ISIN US40049J2069 AGENDA 933171679 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
I PROPOSAL IN CONNECTION WITH A DIVIDEND PAYMENT TO Management For For
THE SHAREHOLDERS; RESOLUTIONS IN THIS REGARD.
II APPOINTMENT OF DELEGATES WHO WILL CARRY OUT AND Management For For
FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
MEETING.
--------------------------------------------------------------------------------
STARENT NETWORKS, CORP
SECURITY 85528P108 MEETING TYPE Special
TICKER SYMBOL STAR MEETING DATE 11-Dec-2009
ISIN US85528P1084 AGENDA 933165018 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF OCTOBER 12, 2009, BY AND AMONG
CISCO SYSTEMS, INC., A CALIFORNIA CORPORATION,
BARCELONA ACQUISITION CORP., A DELAWARE
CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF
CISCO, AND STARENT NETWORKS, CORP., A DELAWARE
CORPORATION, AS SUCH AGREEMENT MAY BE AMENDED
FROM TIME TO TIME.
02 THE PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN THE
EVENT THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF
ADOPTION OF THE MERGER AGREEMENT AT THE TIME OF
THE SPECIAL MEETING.
--------------------------------------------------------------------------------
WILLIS GROUP HOLDINGS LIMITED
SECURITY G96655108 MEETING TYPE Special
TICKER SYMBOL WSH MEETING DATE 11-Dec-2009
ISIN BMG966551084 AGENDA 933165311 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 SCHEME OF ARRANGEMENT Management For For
02 DISTRIBUTABLE RESERVES Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 18
--------------------------------------------------------------------------------
TRANS-LUX CORPORATION
SECURITY 893247106 MEETING TYPE Annual
TICKER SYMBOL TLX MEETING DATE 11-Dec-2009
ISIN US8932471068 AGENDA 933165335 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 AMEND THE CORPORATION'S CERTIFICATE OF Management For For
INCORPORATION TO PROVIDE FOR THE AUTOMATIC
CONVERSION OF EACH SHARE OF CLASS B STOCK INTO 1.3
SHARES OF COMMON STOCK AS PROVIDED IN A
SETTLEMENT AGREEMENT.
02 DIRECTOR Management
1 ANGELA D. TOPPI** For For
2 GEORGE W. SCHIELE* For For
3 GLENN J. ANGIOLILLO** For For
4 SALVATORE J. ZIZZA** For For
03 AMEND THE 1989 NON-EMPLOYEE DIRECTOR STOCK Management For For
OPTION PLAN TO EXTEND THE PLAN TO 2019.
04 RATIFY THE RETENTION OF UHY LLP AS THE INDEPENDENT Management For For
REGISTERED ACCOUNTING FIRM FOR THE CORPORATION
FOR THE ENSUING YEAR.
--------------------------------------------------------------------------------
ENDESA SA, MADRID
SECURITY E41222113 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 14-Dec-2009
ISIN ES0130670112 AGENDA 702150690 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1. Approve to modify the Article 7 of the Company's Bylaws Management For For
2. Approve to modify the Article 9 of the Company's Bylaws Management For For
3. Approve to modify the Article 15 of the Company's Bylaws Management For For
4. Approve to modify the Article 22 of the Company's Bylaws Management For For
5. Approve to modify the Article 27 of the Company's Bylaws Management For For
6. Approve to modify the Article 28 of the Company's Bylaws Management For For
7. Approve to modify the Article 37 of the Company's Bylaws Management For For
8. Approve to modify the Article 43 of the Company's Bylaws Management For For
9. Approve to modify the Article 45 of the Company's Bylaws Management For For
10. Approve to modify the Article 51 of the Company's Bylaws Management For For
11. Approve to modify the Article 52 of the Company's Bylaws Management For For
12. Approve to modify the Article 53 of the Company's Bylaws Management For For
13. Approve to modify the Article 54 of the Company's Bylaws Management For For
14. Approve to modify the premise of the general meeting Bylaws Management For For
15. Approve to modify the Article 6 of the general meeting Bylaws Management For For
16. Approve to modify the Article 8 of the general meeting Bylaws Management For For
17. Approve to modify the Article 10 of the general meeting Bylaws Management For For
18. Approve to modify the Article 11 of the general meeting Bylaws Management For For
19. Approve to modify the Article 20 of the general meeting Bylaws Management For For
20. Approve to modify the Article 20 BIS of the general meeting Management For For
Bylaws
21. Approve the placement to the tax regime Management For For
22. Ratify and appoint Mr. Gianluca Comin as a Board Member Management For For
23. Approve the delegation of powers Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN RECORD DATE. IF YOU HAVE-ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DE-CIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
QUORUM COMMENT HAS BEEN DELETED. THANK YOU Non-Voting
--------------------------------------------------------------------------------
THE GREAT ATLANTIC & PACIFIC TEA CO INC.
SECURITY 390064103 MEETING TYPE Special
TICKER SYMBOL GAP MEETING DATE 15-Dec-2009
ISIN US3900641032 AGENDA 933165614 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 APPROVAL AS REQUIRED PURSUANT TO NEW YORK Management Against Against
STOCK EXCHANGE RULE 312, OF (X) THE SHARES OF OUR
CONVERTIBLE PREFERRED STOCK WHEN VOTING
TOGETHER WITH THE COMMON STOCK BECOMING
ENTITLED TO CAST THE FULL NUMBER OF VOTES ON AN
AS-CONVERTED BASIS AND (Y) THE ISSUANCE OF THE
FULL AMOUNT OF COMMON STOCK UPON THE EXERCISE
OF CONVERSION RIGHTS OF THE CONVERTIBLE
PREFERRED STOCK
02 APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF Management Against Against
THE SPECIAL MEETING
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 19
--------------------------------------------------------------------------------
COGECO INC.
SECURITY 19238T100 MEETING TYPE Annual
TICKER SYMBOL CGECF MEETING DATE 16-Dec-2009
ISIN CA19238T1003 AGENDA 933167555 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 LOUIS AUDET For For
2 MARIO BERTRAND For For
3 ANDRE BROUSSEAU For For
4 PIERRE L. COMTOIS For For
5 PAULE DORE For For
6 CLAUDE A. GARCIA For For
7 GERMAINE GIBARA For For
8 DAVID MCAUSLAND For For
9 JAN PEETERS For For
02 APPOINT SAMSON BELAIR / DELOITTE & TOUCHE Management For For
S.E.N.C.R.L., CHARTERED ACCOUNTANTS, AS AUDITORS
AND AUTHORIZE THE BOARD TO FIX THEIR
REMUNERATION.
--------------------------------------------------------------------------------
SUN MICROSYSTEMS, INC.
SECURITY 866810203 MEETING TYPE Annual
TICKER SYMBOL JAVA MEETING DATE 17-Dec-2009
ISIN US8668102036 AGENDA 933158138 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: SCOTT G. MCNEALY Management For For
1B ELECTION OF DIRECTOR: JAMES L. BARKSDALE Management For For
1C ELECTION OF DIRECTOR: STEPHEN M. BENNETT Management For For
1D ELECTION OF DIRECTOR: PETER L.S. CURRIE Management For For
1E ELECTION OF DIRECTOR: ROBERT J. FINOCCHIO, JR. Management For For
1F ELECTION OF DIRECTOR: JAMES H. GREENE, JR. Management For For
1G ELECTION OF DIRECTOR: MICHAEL E. MARKS Management For For
1H ELECTION OF DIRECTOR: RAHUL N. MERCHANT Management For For
1I ELECTION OF DIRECTOR: PATRICIA E. MITCHELL Management For For
1J ELECTION OF DIRECTOR: M. KENNETH OSHMAN Management For For
1K ELECTION OF DIRECTOR: P. ANTHONY RIDDER Management For For
1L ELECTION OF DIRECTOR: JONATHAN I. SCHWARTZ Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS SUN'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE
30, 2010.
--------------------------------------------------------------------------------
VIMPEL-COMMUNICATIONS
SECURITY 68370R109 MEETING TYPE Special
TICKER SYMBOL VIP MEETING DATE 17-Dec-2009
ISIN US68370R1095 AGENDA 933166680 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 ALLOCATION OF PROFITS AND LOSSES RESULTING FROM Management For For
OPERATIONS DURING THE NINE MONTHS ENDING ON
SEPTEMBER 30, 2009, INCLUDING ADOPTION OF THE
DECISION ON PAYMENT OF DIVIDENDS TO HOLDERS OF
COMMON REGISTERED SHARES, AND PAYMENT OF
DIVIDENDS TO HOLDERS OF PREFERRED REGISTERED
SHARES OF TYPE "A" BASED ON THE RESULTS OF THE
NINE MONTHS ENDING ON SEPTEMBER 30, 2009.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 20
--------------------------------------------------------------------------------
BELGACOM SA DE DROIT PUBLIC, BRUXELLES
SECURITY B10414116 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 04-Jan-2010
ISIN BE0003810273 AGENDA 702183827 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVI-DE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR
VOTE TO BE LODGED
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 640428 DUE TO CHANGE IN VO-TING STATUS ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
A.1.1 Acknowledgement and discussion of the following documents: the Non-Voting
proposal for a-partial demerger by acquisition approved in
accordance with Article 677 in con-junction with 728 of the Belgian
Companies Code, by the Boards of Directors of-Belgacom SA
under Public Law [hereinafter Belgacom SA] and Telindus Group
NV,-with its registered office at 3001 Heverlee, Geldenaaksebaan,
355 and with Co-mpany number 0422 674 035 on 22 and 26 OCT
2009, and filled with the Clerk of-the Commercial Courts of
Brussels and Leuven on 19 NOV 2009, the report of the-Board of
Directors of 30 NOV 2009 in accordance with [i] Article 677 in
conju-nction with Article 730 and (ii) 602 of the Belgian
Companies Code, the Audito-r's report of 30 NOV 2009 on partial
demerger in accordance with Article 602,-Paragraph 3 in
conjunction with Article 731 of the Belgian Companies Code
A.1.2 Pursuant to Article 677 in conjunction with 732 of the Belgian Non-Voting
Companies Code,-notification by the Board of Directors of any
important change in the assets-or liabilities of the Companies
involved that has occurred since the date of t-he proposal for a
partial demerger
A.2.1 Approve the partial demerger of Telilndus with the transfer of part Management No Action
of its corporate assets to Belgacom SA, without dissolution and
without ceasing to exist; the transfer of the demerged corporate
assets will take place in accordance with Article 740, Section 2 of
the Belgian Companies Code, i.e., without the issue of shares by
Belgacom SA and without the exchange of Belgacom SA shares
for shares of the Telindus Group NV, as from 01 JAN 2010, from
the point of view of direct taxes and accounting, all operations
made by the Telindus Group will be carried out for the account of
Belgacom; as detailed in the proposal for a partial demerger, as a
consequence of the proposed partial demerger, Telindus Group
shall transfer to Belgacom the Belgian participations of Telindus
Group as well as any supporting activities that are exclusively or
mainly at the service of these Belgian companies, the international
participations and the activities specifically aimed at supporting
these international companies shall remain with Telindus Group
A.2.2 Approve, in application of Article 740, Section 2 of the Belgian Management No Action
Companies Code, that Belgacom shall not issue any new shares
and/or acquire its own shares in exchange for the shares which it
holds in Telindus Group, at the level of Belgacom, the book value
of the participation in the Telindus Group [which is part of the
financial fixed assets] as a result of this partial demerger will be
partially replaced by (i) the property components transferred by
Telindus Group and (ii) goodwill
B.1.1 Acknowledgment and discussion of the following documents the Non-Voting
proposal for a pa-rtial demerger by acquisition approved, in
accordance with Article 677 in conj-unction with Article 728 of the
Belgian Companies Code, by the Boards of Direc-tors of
Belgacom SA and of Belgacom Skynet SA, with its registered
office at 1-030 Brussels, Boulevard du Roi Albert II, 27, and with
Company number 0460.102-.672 on 22 and 23 OCT 2009 and
filed with the Clerk of the Brussels Commercial-Court on 19 NOV
2009; the report of the Board of Directors of 30 NOV 2009 in-
accordance with (i) Article 677 in conjunction with Article 730 and
(ii) Artic-le 602 of the Belgian Companies Code; the Auditor's
report of 30 NOV 2009 on t-he partial demerger in accordance
with Article 602, Paragraph 3 in conjunction-with Article 731 of the
Belgian Companies Code
B.1.2 Pursuant to Article 677 in conjunction with Article 732 of the Non-Voting
Belgian Compani-es Code, notification by the Board of Directors
of any important change in the-assets or liabilities of the
companies involved that has occurred since the d-ate of the
proposal for a partial demerger
B.2.1 Approve the partial demerger of Belgacom Skynet, which involves Management No Action
the transfer of part of its corporate assets to Belgacom SA, without
dissolution and without ceasing to exist; the transfer of the
demerged corporate assets shall take place in accordance with
Article 740, Section 2 of the Belgian Companies Code, i.e.,
without the issue of shares by Belgacom SA and without the
exchange of Belgacom SA shares for shares of Belgacom Skynet;
as from 01 JAN 2010, from the point of view of direct taxes and
accounting, all operations made by Belgacom Skynet will be
carried out for the account of Belgacom; as detailed in the
proposal for a partial demerger, as a result of the partial
demerger, Belgacom Skynet shall transfer all its operational
activities and related assets and liabilities to Belgacom SA with
the exception of (i) the financial participation in Skynet iMotion
Activities SA, with its registered office at rue Carli 2, 1140 Evere
and with company number 0875.092.626 and (ii) the investments
placed with Belgacom Group International Services NV, with its
registered office at Geldenaaksebaan 335, 3001 Hevertee and
with company number 0466.917.220
B.2.2 Approve, in application of Article 740, Section 2 of the Belgian Management No Action
Companies Code, that Belgacom shall not issue any new shares
and/or acquire shares in itself in exchange for the shares which it
holds in Belgacom Skynet, at the level of Belgacom, the book
value of the participation in Belgacom Skynet [which is part of the
financial fixed assets] as a result of this partial demerger will be
partially replaced by (i) the property components transferred by
Belgacom Skynet and (ii) goodwill
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 21
C.1 Acknowledgment, discussion and approval of the joint merger Non-Voting
proposal equivalen-t to a merger by acquisition, by the Board of
Directors of Belgacom SA on the-one hand and by the Boards of
Directors of the following companies on the othe-r hand, drawn up
in accordance with Article 719 of the Belgian Companies Code-
[the "Merger proposal"]: Belgacom Mobile SA, with its registered
office at 103-0 Brussels, Boulevard du Roi Albert II, 27, and with
company number 0453.918.4-28; Telindus NV, with its registered
office at 3001 Heverlee, Geldenaaksebaan,-355, and company
number 0442.257.642; Telindus Sourcing SA, with its register-ed
office at 7000 Mons, Avenue Thomas Edison,1, and company
number 0457.839.80-2; this merger proposal was drawn up on 22,
23 and 28 OCT 2009 and was filed o-n behalf of Belgacom SA
and Belgacom Mobile SA with the Clerk of the Brussels-
Commercial Court on 19 NOV 2009; it was filed on behalf of
Telindus SA with th-e Clerk of the Leuven Commercial Court on
19 November 2009, and filed on behalf of Telindus Sourcing SA
with the Clerk of the Mons Commercial Court on 20 NO-V 2009
C.2 Approve the acquisition by the company Belgacom SA of the Management No Action
Companies Belgacom Mobile SA, Telindus NV and Telindus
Sourcing SA, in the form of a transaction equivalent to a merger in
the sense of Article 676, section 1of the Belgian Companies Code;
as from 01 JAN 2010, from the point of view of direct taxes and
accounting, all the operations performed by each of the 3 afore-
mentioned Companies will be deemed to have been carried out
for the account of Belgacom SA
D.1 Authorize the Board of Directors, with power of substitution, for the Management No Action
implementation of the decisions taken
D.2 Approve to grant special authority for the procedures or the VAT Management No Action
authorities and the Crossroads Bank for Enterprises and
publication in the appendixes of the Belgian Official Gazette
--------------------------------------------------------------------------------
ALLION HEALTHCARE, INC.
SECURITY 019615103 MEETING TYPE Special
TICKER SYMBOL ALLI MEETING DATE 11-Jan-2010
ISIN US0196151031 AGENDA 933178394 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED OCTOBER 18, 2009, BY AND AMONG BRICKELL BAY
ACQUISITION CORP., BRICKELL BAY MERGER CORP. AND
ALLION HEALTHCARE, INC.
02 TO GRANT DISCRETIONARY AUTHORITY TO ADJOURN THE Management For For
SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF ADOPTION OF THE MERGER
AGREEMENT.
--------------------------------------------------------------------------------
WALGREEN CO.
SECURITY 931422109 MEETING TYPE Annual
TICKER SYMBOL WAG MEETING DATE 13-Jan-2010
ISIN US9314221097 AGENDA 933170045 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 STEVEN A. DAVIS For For
2 WILLIAM C. FOOTE For For
3 MARK P. FRISSORA For For
4 ALAN G. MCNALLY For For
5 NANCY M. SCHLICHTING For For
6 DAVID Y. SCHWARTZ For For
7 ALEJANDRO SILVA For For
8 JAMES A. SKINNER For For
9 GREGORY D. WASSON For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
WALGREEN CO.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 AMEND AND RESTATE THE WALGREEN CO. EXECUTIVE Management Against Against
STOCK OPTION PLAN.
04 SHAREHOLDER PROPOSAL ON A POLICY TO CHANGE EACH Shareholder Against For
VOTING REQUIREMENT IN WALGREEN CO.'S CHARTER AND
BY-LAWS TO SIMPLE MAJORITY VOTE.
05 SHAREHOLDER PROPOSAL ON A POLICY THAT A Shareholder Against For
SIGNIFICANT PORTION OF FUTURE STOCK OPTION
GRANTS TO SENIOR EXECUTIVES SHOULD BE
PERFORMANCE-BASED.
06 SHAREHOLDER PROPOSAL ON A WRITTEN REPORT ON Shareholder Against For
CHARITABLE DONATIONS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 22
--------------------------------------------------------------------------------
SALLY BEAUTY HOLDINGS, INC.
SECURITY 79546E104 MEETING TYPE Annual
TICKER SYMBOL SBH MEETING DATE 27-Jan-2010
ISIN US79546E1047 AGENDA 933173762 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 JAMES G. BERGES For For
2 MARSHALL E. EISENBERG For For
3 JOHN A. MILLER For For
4 RICHARD J. SCHNALL For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS THE Management For For
CORPORATION'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR 2010.
03 APPROVAL OF THE SALLY BEAUTY HOLDINGS, INC. 2010 Management Against Against
OMNIBUS INCENTIVE PLAN.
--------------------------------------------------------------------------------
ASHLAND INC.
SECURITY 044209104 MEETING TYPE Annual
TICKER SYMBOL ASH MEETING DATE 28-Jan-2010
ISIN US0442091049 AGENDA 933173724 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF CLASS III DIRECTOR: MARK C. ROHR Management For For
1B ELECTION OF CLASS III DIRECTOR: THEODORE M. SOLSO Management For For
1C ELECTION OF CLASS III DIRECTOR: MICHAEL J. WARD Management For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
FISCAL 2010.
--------------------------------------------------------------------------------
THE LACLEDE GROUP, INC.
SECURITY 505597104 MEETING TYPE Annual
TICKER SYMBOL LG MEETING DATE 28-Jan-2010
ISIN US5055971049 AGENDA 933175716 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 BRENDA D. NEWBERRY For For
2 MARYANN VANLOKEREN For For
3 DOUGLAS H. YAEGER For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR
FISCAL YEAR 2010.
--------------------------------------------------------------------------------
ALBERTO-CULVER COMPANY
SECURITY 013078100 MEETING TYPE Annual
TICKER SYMBOL ACV MEETING DATE 28-Jan-2010
ISIN US0130781000 AGENDA 933176364 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 JAMES G. BROCKSMITH, JR For For
2 LEONARD H. LAVIN For For
3 ROBERT H. ROCK, D.B.A. For For
--------------------------------------------------------------------------------
ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU
SECURITY X9819B101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jan-2010
ISIN PTZON0AM0006 AGENDA 702185249 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 Approve to resolve on the disposal of own shares Management No Action
PLEASE NOTE THAT THE CONDITION FOR THE MEETING IS: Non-Voting
MINIMUM SHARES/VOTING RIGHT-: 400/1.
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF AN ADDITIONAL COMMENT. I-F YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UN-LESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------
ROCKWELL AUTOMATION, INC.
SECURITY 773903109 MEETING TYPE Annual
TICKER SYMBOL ROK MEETING DATE 02-Feb-2010
ISIN US7739031091 AGENDA 933175653 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
A DIRECTOR Management
1 BARRY C. JOHNSON For For
2 W.T. MCCORMICK, JR. For For
3 KEITH D. NOSBUSCH For For
B TO APPROVE THE SELECTION OF DELOITTE & TOUCHE LLP Management For For
AS THE CORPORATION'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
C TO APPROVE AMENDMENTS TO THE CORPORATION'S 2008 Management Against Against
LONG-TERM INCENTIVES PLAN DESCRIBED IN THE PROXY
STATEMENT.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 23
--------------------------------------------------------------------------------
TANDBERG ASA
SECURITY R88391108 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 03-Feb-2010
ISIN NO0005620856 AGENDA 702193032 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
- IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE-REPRESENTATIVE
- MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS
REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED
1 Opening of the meeting by the Chairman of the Board and Management For For
summary of the shareholders present
2 Elect a Chairman for the meeting and 2 persons to countersign Management For For
the minutes
3 Approve the notice and agenda Management For For
4 Amend the Articles of Association Management For For
--------------------------------------------------------------------------------
ATMOS ENERGY CORPORATION
SECURITY 049560105 MEETING TYPE Annual
TICKER SYMBOL ATO MEETING DATE 03-Feb-2010
ISIN US0495601058 AGENDA 933169496 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 KIM R. COCKLIN* For For
2 ROBERT W. BEST** For For
3 ROBERT C. GRABLE** For For
4 PHILLIP E. NICHOL** For For
5 CHARLES K. VAUGHAN** For For
02 PROPOSAL TO AMEND ARTICLES OF INCORPORATION TO Management For For
ELIMINATE THE CLASSIFICATION OF THE BOARD OF
DIRECTORS.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2010.
--------------------------------------------------------------------------------
XEROX CORPORATION
SECURITY 984121103 MEETING TYPE Special
TICKER SYMBOL XRX MEETING DATE 05-Feb-2010
ISIN US9841211033 AGENDA 933178433 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO APPROVE THE ISSUANCE OF SHARES OF COMMON Management For For
STOCK REQUIRED TO BE ISSUED TO AFFILIATED
COMPUTER SERVICES, INC.("ACS") STOCKHOLDERS
PURSUANT TO THE AGREEMENT AND PLAN OF MERGER,
DATED AS OF SEPTEMBER 27, 2009, AS AMENDED BY
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF DECEMBER 13, 2009, AMONG
XEROX CORPORATION, BOULDER ACQUISITION CORP. AND
ACS.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO
SOLICIT ADDITIONAL PROXIES.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 24
--------------------------------------------------------------------------------
IMS HEALTH INCORPORATED
SECURITY 449934108 MEETING TYPE Special
TICKER SYMBOL RX MEETING DATE 08-Feb-2010
ISIN US4499341083 AGENDA 933180820 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF NOVEMBER 5, 2009, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG IMS HEALTH
INCORPORATED, HEALTHCARE TECHNOLOGY HOLDINGS,
INC. AND HEALTHCARE TECHNOLOGY ACQUISITION, INC.
02 TO APPROVE AN ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE
AGREEMENT AND PLAN OF MERGER.
--------------------------------------------------------------------------------
INGLES MARKETS, INCORPORATED
SECURITY 457030104 MEETING TYPE Annual
TICKER SYMBOL IMKTA MEETING DATE 09-Feb-2010
ISIN US4570301048 AGENDA 933178584 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 FRED D. AYERS For For
2 JOHN O. POLLARD For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 25, 2010.
--------------------------------------------------------------------------------
BURLINGTON NORTHERN SANTA FE CORPORATION
SECURITY 12189T104 MEETING TYPE Special
TICKER SYMBOL BNI MEETING DATE 11-Feb-2010
ISIN US12189T1043 AGENDA 933179106 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF NOVEMBER 2, 2009, BY AND AMONG BERKSHIRE
HATHWAY INC., R ACQUISITION COMPANY, LLC AND
BURLINGTON NORTHERN SANTA FE CORPORATION, AS IT
MAY BE AMENDED FROM TIME TO TIME (THE "MERGER
AGREEMENT").
02 ADOPT A MOTION TO ADJOURN OR POSTPONE THE Management For For
SPECIAL MEETING TO ANOTHER TIME AND/OR PLACE FOR
THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IN
FAVOR OF THE PROPOSAL TO ADOPT THE MERGER
AGREEMENT, IF NECESSARY.
--------------------------------------------------------------------------------
NAVISTAR INTERNATIONAL CORPORATION
SECURITY 63934E108 MEETING TYPE Annual
TICKER SYMBOL NAV MEETING DATE 16-Feb-2010
ISIN US63934E1082 AGENDA 933182569 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 EUGENIO CLARIOND For For
2 DIANE H. GULYAS For For
3 WILLIAM H. OSBORNE For For
02 VOTE TO RATIFY THE SELECTION OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 VOTE TO APPROVE AN AMENDMENT TO OUR 2004 Management Abstain Against
PERFORMANCE INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES AVAILABLE FOR ISSUANCE
THEREUNDER FROM 3,250,000 TO 5,750,000.
04 VOTE TO APPROVE AN AMENDMENT TO OUR 2004 Management For For
PERFORMANCE INCENTIVE PLAN TO MODIFY THE
PERFORMANCE MEASURES.
--------------------------------------------------------------------------------
PEPSIAMERICAS, INC.
SECURITY 71343P200 MEETING TYPE Special
TICKER SYMBOL PAS MEETING DATE 17-Feb-2010
ISIN US71343P2002 AGENDA 933182951 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AUGUST 3, 2009, AS IT MAY BE AMENDED FROM
TIME TO TIME, AMONG PEPSIAMERICAS, INC., A DELAWARE
CORPORATION, PEPSICO, INC., A NORTH CAROLINA
CORPORATION, AND PEPSI-COLA METROPOLITAN
BOTTLING COMPANY, INC., A NEW JERSEY CORPORATION
AND A WHOLLY OWNED SUBSIDIARY OF PEPSICO, INC.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 25
--------------------------------------------------------------------------------
GVT HOLDING SA, CURITIBA
SECURITY P5145T104 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 22-Feb-2010
ISIN BRGVTTACNOR8 AGENDA 702235448 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
1. Approve the selection of an Appraiser to prepare a valuation Management For For
report for the shares of the Company, for the joint purpose of a
mandatory public tender offer, resulting from the acquisition of
control, increase of share ownership interest, delisting from the
Novo Mercado of the BM and F Bovespa and cancellation of the
registration of the Company as a publicly traded Company, by
Vivend I S.A. whose public tender offer is still subject to approval
by the securities commission CVM, in accordance with the notices
of material F act released on 13 Nov 2009, and 08 Jan 2010, and
in accordance with the terms of Paragraph 1 of Article 51 of the
Corporate Bylaws of the Company; the Appraiser must be
selected from among a list of three specialized Companies as
decided by the Board of Directors at a meeting on 03 Feb 2010; I)
BNP Paribas, Sao Paulo, Brazil, recommended by the Board of
Directors of the Company, considering the current valuation report
prepared for the registration, on 13 Nov 2009, of the
announcement of the
--------------------------------------------------------------------------------
BANK OF AMERICA CORPORATION
SECURITY 060505104 MEETING TYPE Special
TICKER SYMBOL BAC MEETING DATE 23-Feb-2010
ISIN US0605051046 AGENDA 933183218 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 A PROPOSAL TO ADOPT AN AMENDMENT TO THE BANK OF Management For For
AMERICA CORPORATION AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 10 BILLION TO 11.3 BILLION.
02 A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES, IN THE EVENT THAT THERE
ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE THE PROPOSAL SET FORTH IN ITEM
1.
--------------------------------------------------------------------------------
DEERE & COMPANY
SECURITY 244199105 MEETING TYPE Annual
TICKER SYMBOL DE MEETING DATE 24-Feb-2010
ISIN US2441991054 AGENDA 933182824 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: SAMUEL R. ALLEN Management For For
1B ELECTION OF DIRECTOR: AULANA L. PETERS Management For For
1C ELECTION OF DIRECTOR: DAVID B. SPEER Management For For
02 COMPANY PROPOSAL #1 - AMEND RESTATED CERTIFICATE Management For For
OF INCORPORATION TO PROVIDE FOR ANNUAL ELECTION
OF ALL DIRECTORS
03 COMPANY PROPOSAL #2 - AMEND THE JOHN DEERE Management Against Against
OMNIBUS EQUITY AND INCENTIVE PLAN
04 COMPANY PROPOSAL #3 - RE-APPROVE THE JOHN DEERE Management For For
SHORT-TERM INCENTIVE BONUS PLAN
05 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2010
06 STOCKHOLDER PROPOSAL #1 - CEO PAY DISPARITY Shareholder Against For
07 STOCKHOLDER PROPOSAL #2 - ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION
08 STOCKHOLDER PROPOSAL #3 - SEPARATION OF CEO AND Shareholder Against For
CHAIRMAN RESPONSIBILITIES
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 26
--------------------------------------------------------------------------------
GVT HOLDING SA, CURITIBA
SECURITY P5145T104 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 04-Mar-2010
ISIN BRGVTTACNOR8 AGENDA 702264982 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
1. Approve the selection of an Appraiser to prepare a valuation Management For For
report for the shares of the Company, for the joint purpose of a
mandatory public tender offer, resulting from the acquisition of
control, increase of share ownership interest, delisting from the
Novo Mercado of the BM and F Bovespa and cancellation of the
registration of the Company as a publicly traded Company, by
Vivend I S.A. whose public tender offer is still subject to approval
by the securities commission CVM, in accordance with the notices
of material F act released on 13 Nov 2009, and 08 Jan 2010, and
in accordance with the terms of Paragraph 1 of Article 51 of the
Corporate Bylaws of the Company; the Appraiser must be
selected from among a list of three specialized Companies as
decided by the Board of Directors at a meeting on 03 Feb 2010; I)
BNP Paribas, Sao Paulo, Brazil, recommended by the Board of
Directors of the Company, considering the current valuation report
prepared for the registration, on 13 Nov 2009, of the
announcement of the
PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN Non-Voting
THE SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY
VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR
ABSTAIN ARE A-LLOWED. THANK YOU
--------------------------------------------------------------------------------
GVT HOLDING SA, CURITIBA
SECURITY P5145T104 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 08-Mar-2010
ISIN BRGVTTACNOR8 AGENDA 702235400 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
- IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE-REPRESENTATIVE
- PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN Non-Voting
THE SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES
IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-
ARE ALLOWED. THANK YOU
1 Approve the cancellation of the registration of the Company as a Management For For
Publicly Traded Company and the delisting of its shares from the
Novo Mercado Listing Segment, CONTD
- CONTD in accordance with the decision of its Board of Directors Non-Voting
in a meeting h-eld on 03 FEB 2010, in accordance with the terms
of Article 10, Paragraph 2, o-f the Bylaws of the Company
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN TEXT OF THE RESOLUTION. I-F YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UN-LESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------
WHOLE FOODS MARKET, INC.
SECURITY 966837106 MEETING TYPE Annual
TICKER SYMBOL WFMI MEETING DATE 08-Mar-2010
ISIN US9668371068 AGENDA 933184501 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 DR. JOHN B. ELSTROTT For For
2 GABRIELLE E. GREENE For For
3 HASS HASSAN For For
4 STEPHANIE KUGELMAN For For
5 JOHN P. MACKEY For For
6 JONATHAN A. SEIFFER For For
7 MORRIS J. SIEGEL For For
8 JONATHAN D. SOKOLOFF For For
9 DR. RALPH Z. SORENSON For For
10 W.A. (KIP) TINDELL, III For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, Management For For
LLP AS INDEPENDENT AUDITOR FOR THE COMPANY FOR
FISCAL YEAR 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 27
03 SHAREHOLDER PROPOSAL REGARDING EXPANDING THE Shareholder Against For
REQUIREMENT FOR MAJORITY VOTING STANDARDS FOR
ALL MATTERS REQUIRING A VOTE OF SHAREHOLDERS IN
COMPANY'S ARTICLES OF INCORPORATION & BYLAWS.
04 SHAREHOLDER PROPOSAL REGARDING AMENDMENT OF Shareholder Against For
THE COMPANY'S BYLAWS TO PERMIT REMOVAL OF A
DIRECTOR WITH OR WITHOUT CAUSE.
05 SHAREHOLDER PROPOSAL REGARDING ESTABLISHING A Shareholder Against For
BOARD OF DIRECTORS POLICY CONCERNING AN
ENGAGEMENT PROCESS WITH PROPONENTS OF
SHAREHOLDER PROPOSALS THAT ARE SUPPORTED BY A
MAJORITY OF THE VOTES CAST.
06 SHAREHOLDER PROPOSAL REGARDING REQUESTING Shareholder Against For
THAT THE BOARD OF DIRECTORS AMEND THE COMPANY'S
CORPORATE GOVERNANCE PRINCIPLES TO ADOPT AND
DISCLOSE A WRITTEN AND DETAILED CEO SUCCESSION
PLANNING POLICY.
--------------------------------------------------------------------------------
TYCO INTERNATIONAL LTD.
SECURITY H89128104 MEETING TYPE Annual
TICKER SYMBOL TYC MEETING DATE 10-Mar-2010
ISIN CH0100383485 AGENDA 933185298 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO APPROVE THE ANNUAL REPORT, THE PARENT Management For For
COMPANY FINANCIAL STATEMENTS OF TYCO
INTERNATIONAL LTD AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR FISCAL YEAR ENDED SEPTEMBER 25,
2009.
02 TO DISCHARGE THE BOARD OF DIRECTORS FROM Management For For
LIABILITY FOR THE FINANCIAL YEAR ENDED SEPTEMBER
25, 2009.
03 DIRECTOR Management
1 EDWARD D. BREEN For For
2 MICHAEL E. DANIELS For For
3 TIMOTHY M. DONAHUE For For
4 BRIAN DUPERREAULT For For
5 BRUCE S. GORDON For For
6 RAJIV L. GUPTA For For
7 JOHN A. KROL For For
8 BRENDAN R. O'NEILL For For
9 WILLIAM S. STAVROPOULOS For For
10 SANDRA S. WIJNBERG For For
11 R. DAVID YOST For For
4A TO ELECT DELOITTE AG (ZURICH) AS STATUTORY Management For For
AUDITORS UNTIL OUR NEXT ANNUAL GENERAL MEETING.
4B TO RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR PURPOSES OF UNITED STATES SECURITIES LAW
REPORTING FOR THE YEAR ENDING SEPTEMBER 24, 2010.
4C TO ELECT PRICEWATERHOUSECOOPERS AG (ZURICH) AS Management For For
SPECIAL AUDITORS UNTIL OUR NEXT ANNUAL GENERAL
MEETING.
5A TO APPROVE THE ALLOCATION OF FISCAL YEAR 2009 Management For For
RESULTS.
5B TO APPROVE THE PAYMENT OF A DIVIDEND IN THE FORM Management For For
OF A CAPITAL REDUCTION, SUCH PAYMENT TO BE MADE IN
FOUR QUARTERLY INSTALLMENTS AT SUCH TIMES DURING
THE PERIOD THROUGH THE NEXT ANNUAL GENERAL
MEETING AS SHALL BE DETERMINED BY THE BOARD.
06 AMENDMENT TO OUR ARTICLES OF ASSOCIATION TO Management Against Against
PROVIDE FOR PLURALITY VOTING IN THE EVENT THAT
NUMBER OF CANDIDATES THAT ARE NOMINATED FOR
ELECTION EXCEEDS NUMBER OF POSITIONS AVAILABLE.
07 TO CONSIDER AND ACT ON SUCH OTHER BUSINESS AS Management For For
MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
--------------------------------------------------------------------------------
TYCO ELECTRONICS LTD
SECURITY H8912P106 MEETING TYPE Annual
TICKER SYMBOL TEL MEETING DATE 10-Mar-2010
ISIN CH0102993182 AGENDA 933187672 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF PIERRE R. BRONDEAU Management For For
1B ELECTION OF RAM CHARAN Management For For
1C ELECTION OF JUERGEN W. GROMER Management For For
1D ELECTION OF ROBERT M. HERNANDEZ Management For For
1E ELECTION OF THOMAS J. LYNCH Management For For
1F ELECTION OF DANIEL J. PHELAN Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 28
1G ELECTION OF FREDERIC M. POSES Management For For
1H ELECTION OF LAWRENCE S. SMITH Management For For
1I ELECTION OF PAULA A. SNEED Management For For
1J ELECTION OF DAVID P. STEINER Management For For
1K ELECTION OF JOHN C. VAN SCOTER Management For For
2A TO APPROVE THE 2009 ANNUAL REPORT OF TYCO Management For For
ELECTRONICS LTD. (EXCLUDING THE STATUTORY
FINANCIAL STATEMENTS FOR THE PERIOD ENDED
SEPTEMBER 25, 2009 AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER
25, 2009)
2B TO APPROVE THE STATUTORY FINANCIAL STATEMENTS OF Management For For
TYCO ELECTRONICS LTD. FOR THE PERIOD ENDED
SEPTEMBER 25, 2009
2C TO APPROVE THE CONSOLIDATED FINANCIAL Management For For
STATEMENTS OF TYCO ELECTRONICS LTD. FOR THE
FISCAL YEAR ENDED SEPTEMBER 25, 2009
03 TO APPROVE THE EQUIVALENT OF A DIVIDEND PAYMENT Management For For
IN THE FORM OF A DISTRIBUTION TO SHAREHOLDERS
THROUGH A REDUCTION OF THE PAR VALUE OF TYCO
ELECTRONICS SHARES, SUCH PAYMENT TO BE MADE IN
FOUR EQUAL QUARTERLY INSTALLMENTS ON OR BEFORE
MARCH 25, 2011 (THE END OF THE SECOND FISCAL
QUARTER OF 2011)
04 TO RELEASE THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS AND EXECUTIVE OFFICERS OF TYCO
ELECTRONICS FOR ACTIVITIES DURING FISCAL YEAR 2009
05 TO APPROVE AN INCREASE IN THE NUMBER OF SHARES Management Against Against
AVAILABLE FOR AWARDS UNDER THE TYCO ELECTRONICS
LTD. 2007 STOCK AND INCENTIVE PLAN
6A TO ELECT DELOITTE & TOUCHE LLP AS TYCO Management For For
ELECTRONICS' INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2010
6B TO ELECT DELOITTE AG, ZURICH, SWITZERLAND, AS TYCO Management For For
ELECTRONICS' SWISS REGISTERED AUDITOR UNTIL THE
NEXT ANNUAL GENERAL MEETING OF TYCO ELECTRONICS
6C TO ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, Management For For
SWITZERLAND, AS TYCO ELECTRONICS' SPECIAL AUDITOR
UNTIL THE NEXT ANNUAL GENERAL MEETING OF TYCO
ELECTRONICS
07 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS Management For For
OF THE ANNUAL GENERAL MEETING
--------------------------------------------------------------------------------
TYCO ELECTRONICS LTD
SECURITY H8912P106 MEETING TYPE Annual
TICKER SYMBOL TEL MEETING DATE 10-Mar-2010
ISIN CH0102993182 AGENDA 933194932 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF PIERRE R. BRONDEAU Management For For
1B ELECTION OF RAM CHARAN Management For For
1C ELECTION OF JUERGEN W. GROMER Management For For
1D ELECTION OF ROBERT M. HERNANDEZ Management For For
1E ELECTION OF THOMAS J. LYNCH Management For For
1F ELECTION OF DANIEL J. PHELAN Management For For
1G ELECTION OF FREDERIC M. POSES Management For For
1H ELECTION OF LAWRENCE S. SMITH Management For For
1I ELECTION OF PAULA A. SNEED Management For For
1J ELECTION OF DAVID P. STEINER Management For For
1K ELECTION OF JOHN C. VAN SCOTER Management For For
2A TO APPROVE THE 2009 ANNUAL REPORT OF TYCO Management For For
ELECTRONICS LTD. (EXCLUDING THE STATUTORY
FINANCIAL STATEMENTS FOR THE PERIOD ENDED
SEPTEMBER 25, 2009 AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER
25, 2009)
2B TO APPROVE THE STATUTORY FINANCIAL STATEMENTS OF Management For For
TYCO ELECTRONICS LTD. FOR THE PERIOD ENDED
SEPTEMBER 25, 2009
2C TO APPROVE THE CONSOLIDATED FINANCIAL Management For For
STATEMENTS OF TYCO ELECTRONICS LTD. FOR THE
FISCAL YEAR ENDED SEPTEMBER 25, 2009
03 TO APPROVE THE EQUIVALENT OF A DIVIDEND PAYMENT Management For For
IN THE FORM OF A DISTRIBUTION TO SHAREHOLDERS
THROUGH A REDUCTION OF THE PAR VALUE OF TYCO
ELECTRONICS SHARES, SUCH PAYMENT TO BE MADE IN
FOUR EQUAL QUARTERLY INSTALLMENTS ON OR BEFORE
MARCH 25, 2011 (THE END OF THE SECOND FISCAL
QUARTER OF 2011)
04 TO RELEASE THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS AND EXECUTIVE OFFICERS OF TYCO
ELECTRONICS FOR ACTIVITIES DURING FISCAL YEAR 2009
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 29
05 TO APPROVE AN INCREASE IN THE NUMBER OF SHARES Management Against Against
AVAILABLE FOR AWARDS UNDER THE TYCO ELECTRONICS
LTD. 2007 STOCK AND INCENTIVE PLAN
6A TO ELECT DELOITTE & TOUCHE LLP AS TYCO Management For For
ELECTRONICS' INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2010
6B TO ELECT DELOITTE AG, ZURICH, SWITZERLAND, AS TYCO Management For For
ELECTRONICS' SWISS REGISTERED AUDITOR UNTIL THE
NEXT ANNUAL GENERAL MEETING OF TYCO ELECTRONICS
6C TO ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, Management For For
SWITZERLAND, AS TYCO ELECTRONICS' SPECIAL AUDITOR
UNTIL THE NEXT ANNUAL GENERAL MEETING OF TYCO
ELECTRONICS
07 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS Management For For
OF THE ANNUAL GENERAL MEETING
--------------------------------------------------------------------------------
NATIONAL FUEL GAS COMPANY
SECURITY 636180101 MEETING TYPE Annual
TICKER SYMBOL NFG MEETING DATE 11-Mar-2010
ISIN US6361801011 AGENDA 933188434 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 PHILIP C. ACKERMAN For For
2 CRAIG G. MATTHEWS For For
3 RICHARD G. REITEN For For
4 DAVID F. SMITH For For
02 VOTE TO RATIFY PRICEWATERHOUSECOOPERS LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
03 VOTE TO APPROVE THE 2010 EQUITY COMPENSATION Management For For
PLAN
--------------------------------------------------------------------------------
COVIDIEN PLC
SECURITY G2554F105 MEETING TYPE Annual
TICKER SYMBOL COV MEETING DATE 16-Mar-2010
ISIN IE00B3QN1M21 AGENDA 933185337 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO RECEIVE AND CONSIDER THE COMPANY'S IRISH Management For For
STATUTORY ACCOUNTS AND THE REPORTS OF THE
DIRECTORS AND AUDITORS THEREON.
2A ELECTION OF DIRECTOR: CRAIG ARNOLD Management For For
2B ELECTION OF DIRECTOR: ROBERT H. BRUST Management For For
2C ELECTION OF DIRECTOR: JOHN M. CONNORS, JR. Management For For
2D ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN Management For For
2E ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE Management For For
2F ELECTION OF DIRECTOR: KATHY J. HERBERT Management For For
2G ELECTION OF DIRECTOR: RANDALL J. HOGAN, III Management For For
2H ELECTION OF DIRECTOR: RICHARD J. MEELIA Management For For
2I ELECTION OF DIRECTOR: DENNIS H. REILLEY Management For For
2J ELECTION OF DIRECTOR: TADATAKA YAMADA Management For For
2K ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO Management For For
03 TO APPOINT INDEPENDENT AUDITORS AND AUTHORIZE Management For For
THE AUDIT COMMITTEE TO SET THE AUDITORS'
REMUNERATION.
04 TO AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY Management For For
OF THE COMPANY TO MAKE MARKET PURCHASES OF
COMPANY SHARES.
S5 TO AUTHORIZE THE REISSUE PRICE RANGE OF TREASURY Management For For
SHARES. (SPECIAL RESOLUTION)
--------------------------------------------------------------------------------
EDISON SPA, MILANO
SECURITY T3552V114 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 23-Mar-2010
ISIN IT0003152417 AGENDA 702251985 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
- PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A-SECOND CALL ON 24
MAR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO-ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
THE-MEETING IS CANCELLED. THANK YOU.
1 Approve to re-determine the Directors emolument Management No Action
2 Appointment of the Directors Management No Action
3 Approve the financial statement at 31 DEC 2009, destination of Management No Action
profits, reserves classification, any adjournment thereof
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF ADDITIONAL INFORMATION.-IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM U-NLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
PLEASE NOTE THAT SHAREHOLDERS WHO ALONE OR Non-Voting
TOGETHER WITH OTHER SHAREHOLDERS, H-OLD AT LEAST
ONE FOURTIETH OF CORPORATE CAPITAL WITH VOTING
RIGHT CAN REQUEST,-WITHIN 5 DAYS FROM THE ISSUER S
NOTIFICATION OF THIS MEETING, AN INTEGRATION-TO THE
ITEMS OF THIS AGENDA, QUOTING IN THEIR REQUEST THE
ADDITIONAL SUBJECTS-PROPOSED. THE INTEGRATION IS
NOT ALLOWED FOR SUBJECTS ON WHICH THE MEETING
DEL-IBERATES, ACCORDING TO THE LAW, ON PROPOSAL
OF DIRECTORS OR ON THE BASIS OF A-PROJECT OR A
REPORT DRAWN UP BY THE DIRECTORS. WITH RE TO ITEM
2 OF THE AGENDA-AND AS PER CORPORATE BYLAWS,
DIRECTORS ARE APPOINTED WITH NO SLATE
CONSTRAINT-. THANK YOU
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 30
--------------------------------------------------------------------------------
IBERDROLA SA, BILBAO
SECURITY E6165F166 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 26-Mar-2010
ISIN ES0144580Y14 AGENDA 702295444 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 662153 DUE TO ADDITION OF-RESOLUTION. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON 27
MAR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
PLEASE NOTE THAT AN INCENTIVE FEE OF EUR 0.005 PER Non-Voting
SHARE. THANK YOU
1. Approval of the individual annual financial statements of Management For For
IBERDROLA, S.A. (balance sheet, profit and loss statement,
statement of changes in shareholders' equity, statement of cash
flows, and notes) and of the consolidated financial statements of
IBERDROLA, S.A. and its subsidiaries (balance sheet, profit and
loss statement, statement of changes in shareholders' equity,
statement of cash flows, and notes) for the FY ended on 31 DEC
2009.
2. Approval of the individual management report of IBERDROLA, Management For For
S.A. and of the consolidated management report of IBERDROLA,
S.A. and its subsidiaries for the FYE on 31 DEC 2009.
3. Approval of the management and actions of the Board of Directors Management For For
during the FYE 31 DEC 2009.
4. Re-election of the Auditor of the Company and of its Consolidated Management For For
Group for FY 2010.
5. Approval of the proposal for the allocation of profits/losses and the Management For For
distribution of dividends for the FYE on 31 DEC 2009.
6. Approval, for the free-of-charge allocation of the ordinary shares Management For For
issued to the shareholders of the Company, of an increase in
share capital by means of a scrip issue at a maximum reference
market value of 1,866 million euros. The shareholders will be
offered the acquisition of their free-of-charge allocation rights at a
guaranteed price. Express provision for the possibility of an
incomplete allocation. Application for admission of the resulting
shares to listing on the Bilbao, Madrid, Barcelona and Valencia
Stock Exchanges, through the Automated Quotation System
(Sistema de Interconexion Bursatil). Delegation of powers to the
Board of Directors, with the express power of substitution,
including the power to implement the capital increase by means of
a scrip issue on 1 or, at most, 2 occasions (provided always that
the reference market value shall not exceed 1,048 million euros in
the first installment of the implementation or 818 million euros in
the second installment, if any) and the power to amend Article 5 of
the By-Laws in each of the installments.
7.1.A Appointment of Ms. Maria Helena Antolin Raybaud as Director, Management For For
with the status of External Independent Director.
7.1.B Appointment of Mr. Santiago Martinez Lage as Director, with the Management For For
status of External Independent Director.
7.2.A Re-election of Mr. Victor de Urrutia Vallejo as Director, with the Management For For
status of External Independent Director.
7.2.B Re-election of Mr. Ricardo Alvarez Isasi as Director, with the Management For For
status of External Independent Director.
7.2.C Re-election of Mr. Jose Ignacio Berroeta Echevarria as Director, Shareholder Against For
with the status of External Independent Director.
7.2.D Re-election of Mr. Juan Luis Arregui Ciarsolo as Director, with the Shareholder Against For
status of External Independent Director.
7.2.E Re-election of Mr. Jose Ignacio Sanchez Galan as Director, with Management For For
the status of Executive Director.
7.2.F Re-election of Mr. Julio de Miguel Aynat as Director, with the Management For For
status of External Independent Director.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 31
7.2.G Re-election of Mr. Sebastian Battaner Arias as Director, with the Management For For
status of External Independent Director.
7.3 Establishment of the number of Directors. Management For For
8. Authorization to the Board of Directors, with the express power of Management For For
delegation, for the derivative acquisition of the Company's own
shares by the Company itself and/or by its subsidiaries, upon the
terms provided by applicable law, for which purpose the
authorization granted by the shareholders at the General
Shareholders' Meeting of 20 MAR 2009 is hereby deprived of
effect to the extent of the unused amount.
9. Delegation to the Board of Directors, with the express power of Management Against Against
substitution, for a term of 5 years, of the power to issue: a) bonds
or simple debentures and other fixed-income securities of a like
nature (other than notes), as well as preferred stock, up to a
maximum amount of 20 billion euros, and b) notes up to a
maximum amount at any given time, independently of the
foregoing, of 6 billion euros; and authorization for the Company to
guarantee, within the limits set forth above, new issuances of
securities by subsidiaries, for which purpose the delegation
approved by the shareholders at the General Shareholders'
Meeting held on 20 MAR 2009 is hereby deprived of effect to the
extent of the unused amount.
10. Authorization to the Board of Directors, with the express power of Management For For
delegation, to apply for the listing on and delisting from Spanish or
foreign, official or unofficial, organized or other secondary markets
of the shares, debentures, bonds, notes, preferred stock or any
other securities issued or to be issued, and to adopt such
resolutions as may be necessary to ensure the continued listing of
the shares, debentures or other securities of the Company that
may then be outstanding, for which purpose the authorization
granted by the shareholders at the General Shareholders' Meeting
of 20 MAR 2009 is hereby deprived of effect.
11. Authorization to the Board of Directors, with the express power of Management For For
delegation, to create and fund associations and foundations,
pursuant to applicable legal provisions, for which purpose the
authorization granted by the shareholders at the General
Shareholders' Meeting of 20 MAR 2009 is hereby deprived of
effect to the extent of the unused amount.
12. Amendment of Articles 11 and 62 of the By-Laws. Management For For
13. Delegation of powers to formalize and execute all resolutions Management For For
adopted by the shareholders at the General Shareholders'
Meeting, for conversion thereof into a public instrument, and for
the interpretation, correction and supplementation thereof or
further elaboration thereon until the required registrations are
made.
PLEASE BE ADVISED THAT THE RECOMMENDATIONS FOR Non-Voting
RESOLUTIONS 7.2.C AND 7.2.D ARE-INCORRECTLY
DISPLAYED. THESE ITEMS ARE MANAGEMENT PROPOSALS
AND RECOMMENDATI-ONS ARE TO VOTE FOR THESE
ITEMS.
--------------------------------------------------------------------------------
IBERDROLA SA
SECURITY 450737101 MEETING TYPE Annual
TICKER SYMBOL IBDRY MEETING DATE 26-Mar-2010
ISIN US4507371015 AGENDA 933199968 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 APPROVAL OF THE INDIVIDUAL ANNUAL FINANCIAL Management For For
STATEMENTS OF IBERDROLA, S.A. (BALANCE SHEET,
PROFIT AND LOSS STATEMENT, STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY, STATEMENT OF CASH FLOWS,
AND NOTES) AND OF THE CONSOLIDATED FINANCIAL
STATEMENTS OF IBERDROLA, S.A. AND ITS SUBSIDIARIES
(BALANCE SHEET, PROFIT AND LOSS STATEMENT,
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY,
STATEMENT OF CASH FLOWS, AND NOTES) FOR THE
FISCAL YEAR ENDED ON DECEMBER 31, 2009.
02 APPROVAL OF THE INDIVIDUAL MANAGEMENT REPORT OF Management For For
IBERDROLA, S.A. AND OF THE CONSOLIDATED
MANAGEMENT REPORT OF IBERDROLA, S.A. AND ITS
SUBSIDIARIES FOR THE FISCAL YEAR ENDED ON
DECEMBER 31, 2009.
03 APPROVAL OF THE MANAGEMENT AND ACTIONS OF THE Management For For
BOARD OF DIRECTORS DURING THE FISCAL YEAR ENDED
ON DECEMBER 31, 2009.
04 RE-ELECTION OF THE AUDITOR OF THE COMPANY AND OF Management For For
ITS CONSOLIDATED GROUP FOR FISCAL YEAR 2010.
05 APPROVAL OF THE PROPOSAL FOR THE ALLOCATION OF Management For For
PROFITS/LOSSES AND THE DISTRIBUTION OF DIVIDENDS
FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2009.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 32
06 APPROVAL, FOR THE FREE-OF-CHARGE ALLOCATION OF Management For For
THE ORDINARY SHARES ISSUED TO THE SHAREHOLDERS
OF THE COMPANY, OF AN INCREASE IN SHARE CAPITAL BY
MEANS OF A SCRIP ISSUE AT A MAXIMUM REFERENCE
MARKET VALUE OF ONE THOUSAND EIGHT HUNDRED
SIXTY-SIX (1,866) MILLION EUROS. THE SHAREHOLDERS
WILL BE OFFERED THE ACQUISITION OF THEIR FREE-OF-
CHARGE ALLOCATION RIGHTS AT A GUARANTEED PRICE.
EXPRESS PROVISION FOR THE POSSIBILITY OF AN
INCOMPLETE ALLOCATION, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
7AA APPOINTMENT OF MS. MARIA HELENA ANTOLIN RAYBAUD Management For For
AS DIRECTOR, WITH THE STATUS OF EXTERNAL
INDEPENDENT DIRECTOR.
7AB APPOINTMENT OF MR. SANTIAGO MARTINEZ LAGE AS Management For For
DIRECTOR, WITH THE STATUS OF EXTERNAL
INDEPENDENT DIRECTOR.
7BA RE-ELECTION OF MR. VICTOR DE URRUTIA VALLEJO AS Management For For
DIRECTOR, WITH THE STATUS OF EXTERNAL
INDEPENDENT DIRECTOR.
7BB RE-ELECTION OF MR. RICARDO ALVAREZ ISASI AS Management For For
DIRECTOR, WITH THE STATUS OF EXTERNAL
INDEPENDENT DIRECTOR.
7BC RE-ELECTION OF MR. JOSE IGNACIO BERROETA Management For For
ECHEVARRIA AS DIRECTOR, WITH THE STATUS OF
EXTERNAL INDEPENDENT DIRECTOR.
7BD RE-ELECTION OF MR. JUAN LUIS ARREGUI CIARSOLO AS Management For For
DIRECTOR, WITH THE STATUS OF EXTERNAL
INDEPENDENT DIRECTOR.
7BE RE-ELECTION OF MR. JOSE IGNACIO SANCHEZ GALAN AS Management For For
DIRECTOR, WITH THE STATUS OF EXECUTIVE DIRECTOR.
7BF RE-ELECTION OF MR. JULIO DE MIGUEL AYNAT AS Management For For
DIRECTOR, WITH THE STATUS OF EXTERNAL
INDEPENDENT DIRECTOR.
7BG RE-ELECTION OF MR. SEBASTIAN BATTANER ARIAS AS Management For For
DIRECTOR, WITH THE STATUS OF EXTERNAL
INDEPENDENT DIRECTOR.
7C ESTABLISHMENT OF THE NUMBER OF DIRECTORS. Management For For
08 AUTHORIZATION TO THE BOARD OF DIRECTORS, WITH THE Management For For
EXPRESS POWER OF DELEGATION, FOR THE DERIVATIVE
ACQUISITION OF THE COMPANY'S OWN SHARES BY THE
COMPANY ITSELF AND/OR BY ITS SUBSIDIARIES, UPON THE
TERMS PROVIDED BY APPLICABLE LAW, FOR WHICH
PURPOSE THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS AT THE GENERAL SHAREHOLDERS'
MEETING OF MARCH 20, 2009 IS HEREBY DEPRIVED OF
EFFECT TO THE EXTENT OF THE UNUSED AMOUNT.
09 DELEGATION TO THE BOARD OF DIRECTORS, WITH THE Management Against Against
EXPRESS POWER OF SUBSTITUTION, FOR A TERM OF FIVE
(5) YEARS, OF THE POWER TO ISSUE: A) BONDS OR SIMPLE
DEBENTURES AND OTHER FIXED-INCOME SECURITIES OF
A LIKE NATURE (OTHER THAN NOTES), AS WELL AS
PREFERRED STOCK, UP TO A MAXIMUM AMOUNT OF
TWENTY (20) BILLION EUROS, AND B) NOTES UP TO A
MAXIMUM AMOUNT AT ANY GIVEN TIME, INDEPENDENTLY
OF THE FOREGOING, OF SIX (6) BILLION EUROS; AND
AUTHORIZATION FOR THE COMPANY TO GUARANTEE,
WITHIN THE LIMITS SET FORTH ABOVE, NEW ISSUANCES
OF SECURITIES BY SUBSIDIARIES.
10 AUTHORIZATION TO THE BOARD OF DIRECTORS, WITH THE Management For For
EXPRESS POWER OF DELEGATION, TO APPLY FOR THE
LISTING ON AND DELISTING FROM SPANISH OR FOREIGN,
OFFICIAL OR UNOFFICIAL, ORGANIZED OR OTHER
SECONDARY MARKETS OF THE SHARES, DEBENTURES,
BONDS, NOTES, PREFERRED STOCK OR ANY OTHER
SECURITIES ISSUED OR TO BE ISSUED, AND TO ADOPT
SUCH RESOLUTIONS AS MAY BE NECESSARY TO ENSURE
THE CONTINUED LISTING OF THE SHARES, DEBENTURES
OR OTHER SECURITIES OF THE COMPANY THAT MAY THEN
BE OUTSTANDING, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
11 AUTHORIZATION TO THE BOARD OF DIRECTORS, WITH THE Management For For
EXPRESS POWER OF DELEGATION, TO CREATE AND FUND
ASSOCIATIONS AND FOUNDATIONS, PURSUANT TO
APPLICABLE LEGAL PROVISIONS, FOR WHICH PURPOSE
THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
AT THE GENERAL SHAREHOLDERS' MEETING OF MARCH
20, 2009 IS HEREBY DEPRIVED OF EFFECT TO THE EXTENT
OF THE UNUSED AMOUNT.
12 AMENDMENT OF ARTICLES 11 AND 62 OF THE BY-LAWS. Management For For
13 DELEGATION OF POWERS TO FORMALIZE AND EXECUTE Management For For
ALL RESOLUTIONS ADOPTED BY THE SHAREHOLDERS AT
THE GENERAL SHAREHOLDERS' MEETING, FOR
CONVERSION THEREOF INTO A PUBLIC INSTRUMENT, AND
FOR THE INTERPRETATION, CORRECTION AND
SUPPLEMENTATION THEREOF OR FURTHER ELABORATION
THEREON UNTIL THE REQUIRED REGISTRATIONS ARE
MADE.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 33
--------------------------------------------------------------------------------
PARMALAT SPA, COLLECCHIO
SECURITY T7S73M107 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 31-Mar-2010
ISIN IT0003826473 AGENDA 702270199 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
- PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A-SECOND CALL ON 01
APR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO-ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
THE-MEETING IS CANCELLED. THANK YOU.
1 Approve the financial statement at 31 DEC 2009, the report of the Management No Action
Board of Directors and the Auditors and destination of profits; any
adjournment thereof
2 Appointment of the Auditor and Independent Auditor and any Management No Action
adjournment
--------------------------------------------------------------------------------
PARMALAT SPA, COLLECCHIO
SECURITY 70175R102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 31-Mar-2010
ISIN US70175R1023 AGENDA 702311630 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON 01
APR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
1 Approve the balance sheet, income statement and accompanying Management For For
notes as at 31 DEC 2009, together with the report on operations
for the same year with the relevant proposal of distribution of
profits and review the report of the Statutory Auditors
2 Election of the Statutory Auditors and of an alternate; consequent Management For For
resolutions
--------------------------------------------------------------------------------
WADDELL & REED FINANCIAL, INC.
SECURITY 930059100 MEETING TYPE Annual
TICKER SYMBOL WDR MEETING DATE 07-Apr-2010
ISIN US9300591008 AGENDA 933198562 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 HENRY J. HERRMANN For For
2 JAMES M. RAINES For For
3 WILLIAM L. ROGERS For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR 2010.
03 STOCKHOLDER PROPOSAL TO RECOMMEND THAT THE Shareholder Against For
BOARD OF DIRECTORS ADOPT A POLICY REQUIRING AN
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)
SECURITY 806857108 MEETING TYPE Annual
TICKER SYMBOL SLB MEETING DATE 07-Apr-2010
ISIN AN8068571086 AGENDA 933201395 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 P. CAMUS For For
2 J.S. GORELICK For For
3 A. GOULD For For
4 T. ISAAC For For
5 N. KUDRYAVTSEV For For
6 A. LAJOUS For For
7 M.E. MARKS For For
8 L.R. REIF For For
9 T.I. SANDVOLD For For
10 H. SEYDOUX For For
11 P. CURRIE For For
12 K.V. KAMATH For For
02 PROPOSAL TO ADOPT AND APPROVE FINANCIALS AND Management For For
DIVIDENDS.
03 PROPOSAL TO APPROVE THE ADOPTION OF THE Management For For
SCHLUMBERGER 2010 STOCK INCENTIVE PLAN.
04 PROPOSAL TO APPROVE THE ADOPTION OF AN Management For For
AMENDMENT TO THE SCHLUMBERGER DISCOUNTED
STOCK PURCHASE PLAN.
05 PROPOSAL TO APPROVE INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 34
--------------------------------------------------------------------------------
DISCOVER FINANCIAL SERVICES
SECURITY 254709108 MEETING TYPE Annual
TICKER SYMBOL DFS MEETING DATE 08-Apr-2010
ISIN US2547091080 AGENDA 933193663 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: JEFFREY S. ARONIN Management For For
1B ELECTION OF DIRECTOR: MARY K. BUSH Management For For
1C ELECTION OF DIRECTOR: GREGORY C. CASE Management For For
1D ELECTION OF DIRECTOR: ROBERT M. DEVLIN Management For For
1E ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN Management For For
1F ELECTION OF DIRECTOR: RICHARD H. LENNY Management For For
1G ELECTION OF DIRECTOR: THOMAS G. MAHERAS Management For For
1H ELECTION OF DIRECTOR: MICHAEL H. MOSKOW Management For For
1I ELECTION OF DIRECTOR: DAVID W. NELMS Management For For
1J ELECTION OF DIRECTOR: E. FOLLIN SMITH Management For For
1K ELECTION OF DIRECTOR: LAWRENCE A. WEINBACH Management For For
02 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Management For For
OFFICER COMPENSATION.
03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
--------------------------------------------------------------------------------
BANK OF NEW YORK MELLON CORP.
SECURITY 064058100 MEETING TYPE Annual
TICKER SYMBOL BK MEETING DATE 13-Apr-2010
ISIN US0640581007 AGENDA 933207436 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 RUTH E. BRUCH For For
2 NICHOLAS M. DONOFRIO For For
3 GERALD L. HASSELL For For
4 EDMUND F. KELLY For For
5 ROBERT P. KELLY For For
6 RICHARD J. KOGAN For For
7 MICHAEL J. KOWALSKI For For
8 JOHN A. LUKE, JR. For For
9 ROBERT MEHRABIAN For For
10 MARK A. NORDENBERG For For
11 CATHERINE A. REIN For For
12 WILLIAM C. RICHARDSON For For
13 SAMUEL C. SCOTT III For For
14 JOHN P. SURMA For For
15 WESLEY W. VON SCHACK For For
02 PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) Management For For
RESOLUTION RELATING TO 2009 EXECUTIVE
COMPENSATION.
03 RATIFICATION OF APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANT.
04 STOCKHOLDER PROPOSAL WITH RESPECT TO Shareholder Against For
CUMULATIVE VOTING.
05 STOCKHOLDER PROPOSAL REQUESTING ADOPTION OF Shareholder Against For
POLICY REQUIRING FIVE-YEAR LOCK-UP PERIOD FOR
SENIOR EXECUTIVES' EQUITY INCENTIVE AWARDS.
06 STOCKHOLDER PROPOSAL REQUESTING STOCKHOLDER Shareholder Against For
APPROVAL OF CERTAIN FUTURE SEVERANCE
AGREEMENTS WITH SENIOR EXECUTIVES.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 35
--------------------------------------------------------------------------------
BELGACOM SA DE DROIT PUBLIC, BRUXELLES
SECURITY B10414116 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 14-Apr-2010
ISIN BE0003810273 AGENDA 702303215 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVI-DE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR
VOTE TO BE LODGED
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
1 Examination of the annual reports of the Board of Directors of Non-Voting
Belgacom SA of-Public Law with regard to the annual accounts
and consolidated annual accounts-at 31 DEC 2009
2 Examination of the reports of the Board of Auditors of Belgacom Non-Voting
SA of Public L-aw with regard to the annual accounts and of the
Auditor with regard to the co-nsolidated annual accounts at 31
DEC 2009
3 Examination of the information provided by the Joint Committee Non-Voting
4 Examination of the consolidated annual accounts at 31 DEC 2009 Non-Voting
5 Examination of the annual reports of the Board of Directors of Non-Voting
Belgacom Mobile-SA, Telindus NV and Telindus Sorucing SA with
regard to the annual accounts a-t 31 DEC 2009
6 Examination of the reports of the Auditors of Belgacom Mobile SA, Non-Voting
Telindus NV-and Telindus Sourcing SA with regard to the annual
accounts at 31 DEC 2009
7 Approve the annual accounts of Belgacom SA of Public Law at 31 Management No Action
DEC 2009 and the annual accounts with regard to the FY closed
on 31 DEC 2009, as specified
8 Grant discharge to the Members of the Board of Directors to the Management No Action
Members of the Board of Directors for the exercise of their
mandate during the FY closed on 31 DEC 2009
9 Grant a special discharge to Mr. Robert Tollet for the exercise of Management No Action
his mandate until 30 SEP 2009
10 Grant discharge to the Members of the Board of Auditors to the Management No Action
Auditors for the exercise of their mandate during the FY closed on
31 DEC 2009
11 Grant discharge to the Ernst & Young Bedrijfsrevisoren/Reviseurs Management No Action
D'Enterprises BCV/SCC, represented by Mr. Marnix Van Dooren,
for the exercise of his mandate during the FYE on 31 DEC 2009
12 Appointment of Mrs. Lutgart Van Den Berghe as the Board Management No Action
Member, in accordance with the recommendation of the
Nomination an Remuneration Committee, for a period which will
expire at the AGM of 2016
13 Appointment of Mr. Pierre-Alain De Smedt as the Board Member, Management No Action
in accordance with the recommendation of the Nomination and
Remuneration Committee, for a period which expire at the AGM of
2016
14 Approve the remuneration of Mrs. L. Van Den Berghe and Mr. P- Management No Action
A. De Smedt as follows: fixed annual remuneration of EUR
25,000, attendance fee of EUR 5000 per Board meeting attended,
attendance fee of EUR 2,500 per Board advisory Committee
meeting attended, EUR 2,000 per year to cover communication
costs
15 Appointment of Deloitte Bedrijfsrevisoren/Reviseurs D'Enterprises Management No Action
SC Sfd Scrl, represented by Mr. Geert Verstraeten and Luc
Callaert Sc Sfd Sprlu, represented by Luc Callaert for the statutory
audit of Belgacom SA of Public Law for a period of 6 years for an
annual audit fee of EUR 240,000 [to be indexed annually]
16 Approve the Auditor in charge of certifying the consolidated Management No Action
accounts for the Belgacom Group, granted to Ernst & Young
Bedrijfsrevisoren/Reviseurs D'Enterprises BCV/SCC, represented
by Mr. Marnix Van Dooren
17 Appointment of Deloitte Bedrijfsrevisoren/Reviseurs D'Enterprises Management No Action
SC Sfd Scrl, represented by Mr. Geert Verstraeten and Mr. Luc
Van Coppenolle, for a period of 3 years for an annual audit fee of
EUR 280,000 [ to be indexed annually]
18 Acknowledgement appointment of a Member of the Board of Management No Action
Auditors of Belgacom SA Public Law, the AGM takes note of the
decision of the Cour des comptes taken as 10 FEB 2010,
regarding the nomination of Mr. Pierre Rion for a new term of 6
years
19 Approve the annual accounts at 31 DEC 2009 of Belgacom Mobile Management No Action
SA with regard to the FY closed on 31 DEC 2009
20 Grant discharge to the Members of the Board of Directors of Management No Action
Belgacom Mobile SA for the exercise of their mandate during the
FY closed on 31 DEC 2009
21 Grant discharge to the Auditor of Belgacom Mobile SA for the Management No Action
exercise of his mandate during the FY closed on 31 DEC 2009
22 Approve the annual accounts of Telindus NV with regard to the FY Management No Action
closed on 31 DEC 2009
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 36
23 Grant discharge of the Members of the Board of Directors of Management No Action
Telindus NV for the exercise of their mandate during the FY
closed on 31 DEC 2009
24 Grant discharge to the Auditor of Telindus NV for the exercise of Management No Action
his mandate during the FY closed on 31 DEC 2009
25 Approve the annual accounts of Telindus Sourcing SA with regard Management No Action
to the FY closed on 31 DEC 2009
26 Grant discharge to the Members of the Board of Directors of Management No Action
Telindus Sourcing SA for the exercise of their mandate during the
FY closed on 31 DEC 2009
27 Grant discharge to the Auditor of Telindus Sourcing SA for the Management No Action
exercise of his mandate during the FY closed on 31 DEC 2009
28 Miscellaneous Non-Voting
--------------------------------------------------------------------------------
BELGACOM SA DE DROIT PUBLIC, BRUXELLES
SECURITY B10414116 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 14-Apr-2010
ISIN BE0003810273 AGENDA 702305586 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
- MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS
REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED
- IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE-REPRESENTATIVE
1 Authorize the Board of Directors to acquire the maximum number Management No Action
of shares permitted by law in case this acquisition is necessary for
preventing any imminent and serious prejudice to the Company,
this mandate is granted for a new period of 3 years starting on the
day of disclosure of this amendment to the Articles of Association
by the General Meeting of 14 APR 2010, the price paid for such
shares may not be more than 5% above the highest closing price
in the 30 day trading period preceding the transaction, and
no.CONTD
- CONTD.more than 10% below the lowest closing price in that Non-Voting
same 30 day-trading period; pursuant to this decision, approve to
modify Article 13,-Section 4 of the Articles of Association as:
replace 11 APR 2007 by 14 APR-2010 in Article 13, Section 4 of
the Articles of Association
2 Authorize the Board of Directors, for a new period of 3 years Management No Action
starting from the day of this amendment to the Articles of
Association by the general meeting of 14 APR 2010, to increase
capital, in any and all forms, including a capital increase where the
pre-emptive rights of shareholders are restricted or withdrawn,
even after receipt by the Company of a notification from the
Belgian Banking, Finance and Insurance Commission of a
takeover bid for the Company's shares, where this is the case,
however, the.CONTD
- CONTD.capital increase must comply with the additional terms Non-Voting
and conditions-laid down in Article 607 of the Commercial
Companies Code, pursuant to this-decision, approve to modify
Article 5, Section 3, Sub-section 2 of the-Articles of Association
as: replace 11 APR 2007 by 14 APR 2010 in Article 5,-Section 3,
Sub-section 2 of the Articles of Association
3 Authorize the Secretary General, including that of replacement, for Management No Action
the purpose of coordinating the Articles of Association to reflect
the resolutions
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 37
--------------------------------------------------------------------------------
IL SOLE 24 ORE SPA, MILANO
SECURITY T52689105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 14-Apr-2010
ISIN IT0004269723 AGENDA 702333395 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 670294 DUE TO RECEIPT OF D-IRECTORS NAMES. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED-AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
IN COMPLIANCE WITH ART.126 BIS OF THE LAW DECREE 58 Non-Voting
98, SHAREHOLDERS WHO ALONE-OR TOGETHER WITH
OTHER SHAREHOLDERS, HOLD AT LEAST ONE FOURTIETH
OF CORPORATE-CAPITAL REPRESENTED BY IL SOLE 24
ORE SHARES (IT0004269723) CAN REQUEST, WITH-IN 5
DAYS FROM THE ISSUER S NOTIFICATION OF THIS
MEETING DATED 12 MARCH 2010,-AN INTEGRATION TO THE
ITEMS OF THIS AGENDA, QUOTING IN THEIR REQUEST THE
ADDIT-IONAL SUBJECTS PROPOSED. THE INTEGRATION IS
NOT ALLOWED FOR SUBJECTS ON WHICH-THE MEETING
DELIBERATES, ACCORDING TO THE LAW, ON PROPOSAL
OF DIRECTORS OR ON-THE BASIS OF A PROJECT OR A
REPORT DRAWN UP BY THE DIRECTORS. AS PER ART 22
AN-D 34 OF THE CORPORATE BYLAWS BOARD OF
DIRECTORS AND BOARD OF AUDITORS ARE APPO-INTED
ON THE BASIS OF SLATES, PRESENTED BY
SHAREHOLDERS WHO, ALONE OR JOINTLY,-HOLD AT
LEAST ONE FIFTIETH OF THE CORPORATE CAPITAL WITH
VOTING RIGHT AT THE-AGM
1. Approve the balance sheet as of 31 DEC 2009, Board of Management For For
Directors, Board of Auditors and Auditing Company's reportings,
related and consequential resolutions
PLEASE NOTE THAT RESOLUTION 2.1 IS PRESENTED BY Non-Voting
CONFINDUSTRIA. THANK YOU.
2.1 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Against For
PROPOSAL: appointment of Messrs. Cerutti Giancarlo, Caio
Francesco, Tani Marco, Treu Donatella, Abete Luigi, Favrin
Antonio, Vago Marino, Bracco Diana, Galli Gianpaolo, Ceccardi
Pierluigi, Meomartini Alberto, Montante Antonello, Gnudi Piero,
Regina Aurelio, Miroglio Nicoletta as the Chairman and of the
Board of Directors for the Triennium 2010, 2011, 2012 and
approve to determine the related emoluments, related and
consequential resolutions
PLEASE NOTE THAT RESOLUTION 2.2 IS PRESENTED BY Non-Voting
MINORITY SHAREHOLDERS. THANK Y-OU.
2.2 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder For Against
PROPOSAL: appointment of Messrs. D'Urso Mario, Dubini Nicolo'
as the Chairman and of the Board of Directors for the Triennium
2010, 2011, 2012 and approve to determine the related
emoluments, related and consequential resolutions
PLEASE NOTE THAT RESOLUTION 2.3 IS PRESENTED BY Non-Voting
EDIZIONE S.R.L. THANK YOU.
2.3 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Against For
PROPOSAL: appointment Messrs. Stefano Orlando, Mauro
Ercolani as the Chairman and of the Board of Directors for the
Triennium 2010, 2011, 2012 and approve to determine the related
emoluments, related and consequential resolutions
3. Appointment of the members and the Chairman of the Board of Management For For
Auditors and approve to determine the emoluments for the
statutory members of Board of Auditors, related and consequential
resolutions
--------------------------------------------------------------------------------
T. ROWE PRICE GROUP, INC.
SECURITY 74144T108 MEETING TYPE Annual
TICKER SYMBOL TROW MEETING DATE 14-Apr-2010
ISIN US74144T1088 AGENDA 933196481 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: EDWARD C. BERNARD Management For For
1B ELECTION OF DIRECTOR: JAMES T. BRADY Management For For
1C ELECTION OF DIRECTOR: J. ALFRED BROADDUS, JR. Management For For
1D ELECTION OF DIRECTOR: DONALD B. HEBB, JR. Management For For
1E ELECTION OF DIRECTOR: JAMES A.C. KENNEDY Management For For
1F ELECTION OF DIRECTOR: BRIAN C. ROGERS Management For For
1G ELECTION OF DIRECTOR: DR. ALFRED SOMMER Management For For
1H ELECTION OF DIRECTOR: DWIGHT S. TAYLOR Management For For
1I ELECTION OF DIRECTOR: ANNE MARIE WHITTEMORE Management For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 38
--------------------------------------------------------------------------------
SULZER AG, WINTERTHUR
SECURITY H83580284 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 15-Apr-2010
ISIN CH0038388911 AGENDA 702298818 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting
REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON
RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE
THAT A MARKER MAY BE PLACED ON YOUR SHAR-ES TO
ALLOW FOR RECONCILIATION AND RE-REGISTRATION
FOLLOWING A TRADE. IF YOU H-AVE CONCERNS
REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRE-SENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING-613944, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST-BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTR-ATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER T-HE CUTOFF DATE WILL BE
PROCESSED ON A BEST EFFORT BASIS. THANK YOU.
1. Approve the annual report, annual accounts and consolidated Management No Action
financial statements 2009 report of the Company's Auditors and
the Group's Auditors
2. Approve to distribute the total balance of CHF 307,439,040, Management No Action
comprising the net profits for the year 2009 of CHF 302,200,000
and retained profits of CHF 5,239,040, as follows: dividend
payment CHF 95,934,636; allocation to free reserves CHF
205,000,000; carried forward to new account CHF 6,504,404; if
this proposal is approved, the gross dividend (before deduction of
the Swiss withholding tax of 35%) will amount to CHF 2.80 per
share; dividends will be paid out on 22 APR 2010 any shares held
by Sulzer Ltd and its subsidiaries on the dividend payment date
shall not be eligible to dividends
3. Grant discharge to the Members and the Corporate Executive Management No Action
Management for the business year 2009
4. Re-elect PricewaterhouseCoopers Ltd for a one-year term as the Management No Action
Auditors for the designated legal duties
5.1.1 Amend the Articles of Association according to 5.1.3, due to the Management No Action
Swiss Federal Act on Intermediated Securities (FISA)
5.1.2 Amend the Articles of Association to comply with the FISA which Management No Action
has entered into force on January 1, 2010; with the new Law,
securities trading is now based on a new legal framework and
legal certainty, especially in an international context, is expected
to be increased; as a key element, the new Law is assigning
constitutive effect to the recording of book-entries
5.1.3 Amend the Article 4 of Association, due to the Swiss Federal Act Management No Action
on Intermediated Securities (FISA)
5.2.1 Amend the Articles of Association according to 5.2.3 Management No Action
5.2.2 Approve to reduce the term of office for its Members from three to Management No Action
one year
5.2.3 Amend Article 20 of the Articles of Association Management No Action
6.1 Re-elect Messrs. Hans Hubert Lienhard and Luciano Respini to Management No Action
the Board of Directors, for a further one-year term of office
6.2 Election of Timothy David Summers as a new Member to the Management No Action
Board of Director
--------------------------------------------------------------------------------
TAKE-TWO INTERACTIVE SOFTWARE, INC.
SECURITY 874054109 MEETING TYPE Annual
TICKER SYMBOL TTWO MEETING DATE 15-Apr-2010
ISIN US8740541094 AGENDA 933195960 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 STRAUSS ZELNICK For For
2 ROBERT A. BOWMAN For For
3 SUNG HWAN CHO For For
4 MICHAEL DORNEMANN For For
5 BRETT ICAHN For For
6 J. MOSES For For
7 JAMES L. NELSON For For
8 MICHAEL SHERESKY For For
2 APPROVAL OF THE AMENDMENT TO THE TAKE-TWO Management Against Against
INTERACTIVE SOFTWARE, INC. 2009 STOCK INCENTIVE
PLAN.
3 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
OCTOBER 31, 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 39
--------------------------------------------------------------------------------
BP P.L.C.
SECURITY 055622104 MEETING TYPE Annual
TICKER SYMBOL BP MEETING DATE 15-Apr-2010
ISIN US0556221044 AGENDA 933199716 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO RECEIVE THE DIRECTORS' ANNUAL REPORT AND Management For For
ACCOUNTS
02 TO APPROVE THE DIRECTORS' REMUNERATION REPORT Management For For
03 TO ELECT MR P ANDERSON AS A DIRECTOR Management For For
04 TO RE-ELECT MR A BURGMANS AS A DIRECTOR Management For For
05 TO RE-ELECT MRS C B CARROLL AS A DIRECTOR Management For For
06 TO RE-ELECT SIR WILLIAM CASTELL AS A DIRECTOR Management For For
07 TO RE-ELECT MR I C CONN AS A DIRECTOR Management For For
08 TO RE-ELECT MR G DAVID AS A DIRECTOR Management For For
09 TO ELECT MR I E L DAVIS AS A DIRECTOR Management For For
10 TO RE-ELECT MR R DUDLEY AS A DIRECTOR Management For For
11 TO RE-ELECT MR D J FLINT AS A DIRECTOR Management For For
12 TO RE-ELECT DR B E GROTE AS A DIRECTOR Management For For
13 TO RE-ELECT DR A B HAYWARD AS A DIRECTOR Management For For
14 TO RE-ELECT MR A G INGLIS AS A DIRECTOR Management For For
15 TO RE-ELECT DR D S JULIUS AS A DIRECTOR Management For For
16 TO ELECT MR C-H SVANBERG AS A DIRECTOR Management For For
17 TO REAPPOINT ERNST & YOUNG LLP AS AUDITORS AND Management For For
AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION
S18 SPECIAL RESOLUTION: TO ADOPT NEW ARTICLES OF Management For For
ASSOCIATION
S19 SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR Management For For
THE PURCHASE OF ITS OWN SHARES BY THE COMPANY
20 TO GIVE LIMITED AUTHORITY TO ALLOT SHARES UP TO A Management For For
SPECIFIED AMOUNT
S21 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A Management For For
LIMITED NUMBER OF SHARES FOR CASH FREE OF PRE-
EMPTION RIGHTS
S22 SPECIAL RESOLUTION: TO AUTHORIZE THE CALLING OF Management For For
GENERAL MEETINGS (EXCLUDING ANNUAL GENERAL
MEETINGS) BY NOTICE OF AT LEAST 14 CLEAR DAYS
23 TO APPROVE THE RENEWAL OF THE EXECUTIVE Management For For
DIRECTORS INCENTIVE PLAN
24 TO APPROVE THE SCRIP DIVIDEND PROGRAMME Management For For
S25 SPECIAL RESOLUTION: TO INSTRUCT A COMMITTEE OF Shareholder Against For
THE BOARD TO REVIEW THE ASSUMPTIONS BEHIND THE
SUNRISE SAGD PROJECT
--------------------------------------------------------------------------------
PORTUGAL TELECOM SGPS SA, LISBOA
SECURITY X6769Q104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 16-Apr-2010
ISIN PTPTC0AM0009 AGENDA 702296232 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 Receive the management report, balance sheet and accounts for Management No Action
the year 2009
2 Receive the consolidated management report, balance sheet Management No Action
and accounts for the year 2009
3 Approve the proposal for application of profits Management No Action
4 Approve the general appraisal of the Company's management Management No Action
and supervision
5 Approve the acquisition and disposal of own shares Management No Action
6 Approve, pursuant to Number 4 of Article 8 of the Articles of Management No Action
Association, on the parameters applicable in the event of any
issuance of bonds convertible into shares that may be resolved
upon by the Board of Directors
7 Approve the suppression of the pre-emptive right of shareholders Management No Action
in the subscription of any issuance of convertible bonds as
referred to under Item 6 hereof as may be resolved upon by the
Board of Directors
8 Approve the issuance of bonds and other securities, of whatever Management No Action
nature, by the Board of Directors, and notably on the fixing of the
value of such securities in accordance with Number 3 of Article 8
and paragraph e) of Number 1 of Article 15 of the Articles of
Association
9 Approve the acquisition and disposal of own bonds and other own Management No Action
securities
10 Approve the creation of an ADHOC committee to decide on the Management No Action
remuneration of the members of the compensation Committee
11 Approve the declaration in respect of the remuneration policy of Management No Action
the members of the management and supervisory bodies of the
Company
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON 03
MAY 2010 AT 16:00 HRS. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS-WILL REMAIN VALID FOR ALL CALLS
UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO A-
DVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE
QUORUM IS MET OR THE MEETING-IS CANCELLED. THANK
YOU.
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF SECOND CALL DATE. IF YO-U HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS-YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 40
--------------------------------------------------------------------------------
ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU
SECURITY X9819B101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 19-Apr-2010
ISIN PTZON0AM0006 AGENDA 702305182 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 Receive the annual report, balance and accounts, individual and Management No Action
Consolidated Companies Corporate governance report for the
year 2009
2 Approve the profit's appropriation Management No Action
3 Approve the general appreciation of the Companys Management Management No Action
and auditing
4 Election of the governing bodies for the triennial 2010/2012 Management No Action
5 Election of the Auditor and also of the alternate for the triennium Management No Action
2010/2012
6 Approve the statement from the remuneration committee on the Management No Action
remuneration policies of the management and audit bodies
7 Election of the Remuneration Committee Management No Action
8 Approve the Board of Directors proposal for the renewal of Management No Action
attribution of Shares Plan and the approval of its regulation
9 Approve to discuss the acquisition and sale of own shares Management No Action
- PLEASE NOTE THAT THE CONDITIONS FOR THE MEETING: Non-Voting
MINIMUM SHARES/VOTING RIGHT:-400/1. THANK YOU.
--------------------------------------------------------------------------------
GENUINE PARTS COMPANY
SECURITY 372460105 MEETING TYPE Annual
TICKER SYMBOL GPC MEETING DATE 19-Apr-2010
ISIN US3724601055 AGENDA 933196506 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 DR. MARY B. BULLOCK For For
2 JEAN DOUVILLE For For
3 THOMAS C. GALLAGHER For For
4 GEORGE C. "JACK" GUYNN For For
5 JOHN D. JOHNS For For
6 MICHAEL M.E. JOHNS, MD For For
7 J. HICKS LANIER For For
8 WENDY B. NEEDHAM For For
9 JERRY W. NIX For For
10 LARRY L. PRINCE For For
11 GARY W. ROLLINS For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP Management For For
AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2010.
--------------------------------------------------------------------------------
ELI LILLY AND COMPANY
SECURITY 532457108 MEETING TYPE Annual
TICKER SYMBOL LLY MEETING DATE 19-Apr-2010
ISIN US5324571083 AGENDA 933197128 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR : R. ALVAREZ Management For For
1B ELECTION OF DIRECTOR : W. BISCHOFF Management For For
1C ELECTION OF DIRECTOR : R.D. HOOVER Management For For
1D ELECTION OF DIRECTOR : F.G. PRENDERGAST Management For For
1E ELECTION OF DIRECTOR : K.P. SEIFERT Management For For
02 RATIFICATION OF THE APPOINTMENT BY THE AUDIT Management For For
COMMITTEE OF BOARD OF ERNST & YOUNG LLP AS
PRINCIPAL INDEPENDENT AUDITORS FOR 2010.
03 APPROVE AMENDMENTS TO THE ARTICLES OF Management For For
INCORPORATION TO PROVIDE FOR ANNUAL ELECTION OF
ALL DIRECTORS.
04 APPROVE AMENDMENTS TO THE ARTICLES OF Management For For
INCORPORATION TO ELIMINATE ALL SUPERMAJORITY
VOTING PROVISIONS.
05 SHAREHOLDER PROPOSAL ON ALLOWING SHAREHOLDERS Shareholder Against For
TO CALL SPECIAL SHAREHOLDERS' MEETINGS.
06 SHAREHOLDER PROPOSAL ON PROHIBITING CEO'S FROM Shareholder Against For
SERVING ON THE COMPENSATION COMMITTEE.
07 SHAREHOLDER PROPOSAL ON RATIFICATION OF Shareholder Against For
EXECUTIVE COMPENSATION.
08 SHAREHOLDER PROPOSAL REQUIRING EXECUTIVES TO Shareholder Against For
HOLD EQUITY AWARDS INTO RETIREMENT.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 41
--------------------------------------------------------------------------------
GOODRICH CORPORATION
SECURITY 382388106 MEETING TYPE Annual
TICKER SYMBOL GR MEETING DATE 20-Apr-2010
ISIN US3823881061 AGENDA 933197154 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 CAROLYN CORVI For For
2 DIANE C. CREEL For For
3 GEORGE A. DAVIDSON, JR. For For
4 HARRIS E. DELOACH, JR. For For
5 JAMES W. GRIFFITH For For
6 WILLIAM R. HOLLAND For For
7 JOHN P. JUMPER For For
8 MARSHALL O. LARSEN For For
9 LLOYD W. NEWTON For For
10 DOUGLAS E. OLESEN For For
11 ALFRED M. RANKIN, JR. For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR 2010.
03 APPROVE AN AMENDMENT AND RESTATEMENT OF THE Management For For
SENIOR EXECUTIVE MANAGEMENT INCENTIVE PLAN.
--------------------------------------------------------------------------------
M&T BANK CORPORATION
SECURITY 55261F104 MEETING TYPE Annual
TICKER SYMBOL MTB MEETING DATE 20-Apr-2010
ISIN US55261F1049 AGENDA 933198839 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 BRENT D. BAIRD For For
2 ROBERT J. BENNETT For For
3 C. ANGELA BONTEMPO For For
4 ROBERT T. BRADY For For
5 MICHAEL D. BUCKLEY For For
6 T.J. CUNNINGHAM III For For
7 MARK J. CZARNECKI For For
8 COLM E. DOHERTY For For
9 GARY N. GEISEL For For
10 PATRICK W.E. HODGSON For For
11 RICHARD G. KING For For
12 JORGE G. PEREIRA For For
13 MICHAEL P. PINTO For For
14 MELINDA R. RICH For For
15 ROBERT E. SADLER, JR. For For
16 HERBERT L. WASHINGTON For For
17 ROBERT G. WILMERS For For
02 TO APPROVE THE COMPENSATION OF M&T BANK Management For For
CORPORATION'S NAMED EXECUTIVE OFFICERS.
03 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK
CORPORATION FOR THE YEAR ENDING DECEMBER 31,
2010.
--------------------------------------------------------------------------------
MOODY'S CORPORATION
SECURITY 615369105 MEETING TYPE Annual
TICKER SYMBOL MCO MEETING DATE 20-Apr-2010
ISIN US6153691059 AGENDA 933198865 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: BASIL L. ANDERSON Management For For
1B ELECTION OF DIRECTOR: DARRELL DUFFIE, PH.D. Management For For
1C ELECTION OF DIRECTOR: RAYMOND W. MCDANIEL, JR Management For For
02 APPROVAL OF THE AMENDED AND RESTATED 2001 Management Against Against
MOODY'S CORPORATION KEY EMPLOYEES' STOCK
INCENTIVE PLAN
03 APPROVAL OF THE 2004 MOODY'S CORPORATION Management For For
COVERED EMPLOYEE CASH INCENTIVE PLAN, AS
AMENDED
04 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
FOR 2010
05 STOCKHOLDER PROPOSAL TO ADOPT A POLICY THAT THE Shareholder Against For
CHAIRMAN OF THE COMPANY'S BOARD OF DIRECTORS BE
AN INDEPENDENT DIRECTOR
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 42
--------------------------------------------------------------------------------
PUBLIC SERVICE ENTERPRISE GROUP INC.
SECURITY 744573106 MEETING TYPE Annual
TICKER SYMBOL PEG MEETING DATE 20-Apr-2010
ISIN US7445731067 AGENDA 933199398 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: ALBERT R. GAMPER, JR. Management For For
1B ELECTION OF DIRECTOR: CONRAD K.HARPER Management For For
1C ELECTION OF DIRECTOR: WILLIAM V. HICKEY Management For For
1D ELECTION OF DIRECTOR: RALPH IZZO Management For For
1E ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON Management For For
1F ELECTION OF DIRECTOR: DAVID LILLEY Management For For
1G ELECTION OF DIRECTOR: THOMAS A. RENYI Management For For
1H ELECTION OF DIRECTOR: HAK CHEOL SHIN Management For For
1I ELECTION OF DIRECTOR: RICHARD J. SWIFT Management For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR
2010.
--------------------------------------------------------------------------------
NEWALLIANCE BANCSHARES, INC.
SECURITY 650203102 MEETING TYPE Annual
TICKER SYMBOL NAL MEETING DATE 20-Apr-2010
ISIN US6502031023 AGENDA 933202474 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 CARLTON L. HIGHSMITH For For
2 JOSEPH H. ROSSI For For
3 NATHANIEL D. WOODSON For For
4 JOSEPH A. ZACCAGNINO For For
02 TO RATIFY THE APPOINTMENT OF THE FIRM OF Management For For
PRICEWATERHOUSECOOPERS, LLP AS INDEPENDENT
AUDITORS
--------------------------------------------------------------------------------
CITIGROUP INC.
SECURITY 172967101 MEETING TYPE Annual
TICKER SYMBOL C MEETING DATE 20-Apr-2010
ISIN US1729671016 AGENDA 933203503 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: ALAIN J.P. BELDA Management For For
1B ELECTION OF DIRECTOR: TIMOTHY C. COLLINS Management For For
1C ELECTION OF DIRECTOR: JERRY A. GRUNDHOFER Management For For
1D ELECTION OF DIRECTOR: ROBERT L. JOSS Management For For
1E ELECTION OF DIRECTOR: ANDREW N. LIVERIS Management For For
1F ELECTION OF DIRECTOR: MICHAEL E. O'NEILL Management For For
1G ELECTION OF DIRECTOR: VIKRAM S. PANDIT Management For For
1H ELECTION OF DIRECTOR: RICHARD D. PARSONS Management For For
1I ELECTION OF DIRECTOR: LAWRENCE R. RICCIARDI Management For For
1J ELECTION OF DIRECTOR: JUDITH RODIN Management For For
1K ELECTION OF DIRECTOR: ROBERT L. RYAN Management For For
1L ELECTION OF DIRECTOR: ANTHONY M. SANTOMERO Management For For
1M ELECTION OF DIRECTOR: DIANA L. TAYLOR Management For For
1N ELECTION OF DIRECTOR: WILLIAM S. THOMPSON, JR. Management For For
1O ELECTION OF DIRECTOR: ERNESTO ZEDILLO Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS Management For For
CITI'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2010.
03 PROPOSAL TO APPROVE AMENDMENTS TO THE Management For For
CITIGROUP 2009 STOCK INCENTIVE PLAN.
04 PROPOSAL TO APPROVE THE TARP REPAYMENT SHARES. Management For For
05 PROPOSAL TO APPROVE CITI'S 2009 EXECUTIVE Management For For
COMPENSATION.
06 PROPOSAL TO RATIFY THE TAX BENEFITS PRESERVATION Management Against Against
PLAN.
07 PROPOSAL TO APPROVE THE REVERSE STOCK SPLIT Management For For
EXTENSION.
08 STOCKHOLDER PROPOSAL REGARDING POLITICAL NON- Shareholder Against For
PARTISANSHIP.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 43
09 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shareholder Against For
POLITICAL CONTRIBUTIONS.
10 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shareholder Against For
COLLATERAL FOR OVER-THE-COUNTER DERIVATIVES
TRADES.
11 STOCKHOLDER PROPOSAL REQUESTING THAT Shareholder Against For
STOCKHOLDERS HOLDING 10% OR ABOVE HAVE THE
RIGHT TO CALL SPECIAL STOCKHOLDER MEETINGS.
12 STOCKHOLDER PROPOSAL REQUESTING THAT EXECUTIVE Shareholder Against For
OFFICERS RETAIN 75% OF THE SHARES ACQUIRED
THROUGH COMPENSATION PLANS FOR TWO YEARS
FOLLOWING TERMINATION OF EMPLOYMENT.
13 STOCKHOLDER PROPOSAL REQUESTING REIMBURSEMENT Shareholder Against For
OF EXPENSES INCURRED BY A STOCKHOLDER IN A
CONTESTED ELECTION OF DIRECTORS.
--------------------------------------------------------------------------------
KAMAN CORPORATION
SECURITY 483548103 MEETING TYPE Annual
TICKER SYMBOL KAMN MEETING DATE 21-Apr-2010
ISIN US4835481031 AGENDA 933195059 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 EILEEN S. KRAUS For For
2 RICHARD J. SWIFT For For
3 NEAL J. KEATING For For
4 GEORGE E. MINNICH For For
2 TO APPROVE THE COMPANY'S 2003 STOCK INCENTIVE Management For For
PLAN (AS AMENDED THROUGH FEBRUARY 23, 2010)
3 TO APPROVE THE COMPANY'S EMPLOYEES STOCK Management For For
PURCHASE PLAN (AS AMENDED THROUGH OCTOBER 13,
2009)
4 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE ENSUING YEAR.
--------------------------------------------------------------------------------
THE COCA-COLA COMPANY
SECURITY 191216100 MEETING TYPE Annual
TICKER SYMBOL KO MEETING DATE 21-Apr-2010
ISIN US1912161007 AGENDA 933196758 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 ELECTION OF DIRECTOR: HERBERT A. ALLEN Management For For
02 ELECTION OF DIRECTOR: RONALD W. ALLEN Management For For
03 ELECTION OF DIRECTOR: CATHLEEN P. BLACK Management For For
04 ELECTION OF DIRECTOR: BARRY DILLER Management For For
05 ELECTION OF DIRECTOR: ALEXIS M. HERMAN Management For For
06 ELECTION OF DIRECTOR: MUHTAR KENT Management For For
07 ELECTION OF DIRECTOR: DONALD R. KEOUGH Management For For
08 ELECTION OF DIRECTOR: MARIA ELENA LAGOMASINO Management For For
09 ELECTION OF DIRECTOR: DONALD F. MCHENRY Management For For
10 ELECTION OF DIRECTOR: SAM NUNN Management For For
11 ELECTION OF DIRECTOR: JAMES D. ROBINSON III Management For For
12 ELECTION OF DIRECTOR: PETER V. UEBERROTH Management For For
13 ELECTION OF DIRECTOR: JACOB WALLENBERG Management For For
14 ELECTION OF DIRECTOR: JAMES B. WILLIAMS Management For For
15 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS
16 SHAREOWNER PROPOSAL REGARDING AN ADVISORY Shareholder Against For
VOTE ON EXECUTIVE COMPENSATION
17 SHAREOWNER PROPOSAL REGARDING AN INDEPENDENT Shareholder Against For
BOARD CHAIR
18 SHAREOWNER PROPOSAL REGARDING RESTRICTED Shareholder Against For
STOCK
19 SHAREOWNER PROPOSAL REGARDING A REPORT ON Shareholder Against For
BISPHENOL-A
--------------------------------------------------------------------------------
WILLIS GROUP HOLDINGS PLC
SECURITY G96666105 MEETING TYPE Annual
TICKER SYMBOL WSH MEETING DATE 21-Apr-2010
ISIN IE00B4XGY116 AGENDA 933199665 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: WILLIAM W. BRADLEY Management For For
1B ELECTION OF DIRECTOR: JOSEPH A. CALIFANO Management For For
1C ELECTION OF DIRECTOR: ANNA C. CATALANO Management For For
1D ELECTION OF DIRECTOR: SIR ROY GARDNER Management For For
1E ELECTION OF DIRECTOR: SIR JEREMY HANLEY Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 44
1F ELECTION OF DIRECTOR: ROBYN S. KRAVIT Management For For
1G ELECTION OF DIRECTOR: JEFFREY B. LANE Management For For
1H ELECTION OF DIRECTOR: WENDY E. LANE Management For For
1I ELECTION OF DIRECTOR: JAMES F. MCCANN Management For For
1J ELECTION OF DIRECTOR: JOSEPH J. PLUMERI Management For For
1K ELECTION OF DIRECTOR: DOUGLAS B. ROBERTS Management For For
02 RATIFY REAPPOINTMENT OF DELOITTE LLP AS AUDITORS Management For For
UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL
MEETING OF SHAREHOLDERS.
03 APPROVE OF THE WILLIS GROUP HOLDINGS PUBLIC Management For For
LIMITED COMPANY 2010 NORTH AMERICAN EMPLOYEE
STOCK PURCHASE PLAN.
--------------------------------------------------------------------------------
WILMINGTON TRUST CORPORATION
SECURITY 971807102 MEETING TYPE Annual
TICKER SYMBOL WL MEETING DATE 21-Apr-2010
ISIN US9718071023 AGENDA 933213934 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 R. KEITH ELLIOTT For For
2 GAILEN KRUG For For
3 MICHELE M. ROLLINS For For
02 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE Management For For
COMPENSATION
03 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------
HUDSON CITY BANCORP, INC.
SECURITY 443683107 MEETING TYPE Annual
TICKER SYMBOL HCBK MEETING DATE 21-Apr-2010
ISIN US4436831071 AGENDA 933215394 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: DONALD O. QUEST, M.D. Management For For
1B ELECTION OF DIRECTOR: JOSEPH G. SPONHOLZ Management For For
02 ADOPTION OF THE EXECUTIVE OFFICER ANNUAL Management For For
INCENTIVE PLAN OF HUDSON CITY BANCORP.
03 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
HUDSON CITY BANCORP, INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2010.
--------------------------------------------------------------------------------
DANONE, PARIS
SECURITY F12033134 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 22-Apr-2010
ISIN FR0000120644 AGENDA 702273145 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
- French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card-directly to the sub custodian. Please contact your
Client Service-Representative to obtain the necessary card,
account details and directions.-The following applies to Non-
Resident Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have become-Registered
Intermediaries, on the Vote Deadline Date. In capacity as-
Registered Intermediary, the Global Custodian will sign the Proxy
Card and-forward to the local custodian. If you are unsure whether
your Global-Custodian acts as Registered Intermediary, please
contact your representative
- PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR"-AND "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
- PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY-CLICKING ON THE
MATERIAL URL-LINK-https://balo.journal-
officiel.gouv.fr/pdf/2010/0301/201003011000503.pdf
O.1 Approve the Company's financial statements for the FYE on 31 Management No Action
DEC 2009
O.2 Approve the consolidated financial statements for the FYE on 31 Management No Action
DEC 2009
O.3 Approve the allocation of income for the FYE on 31 DEC 2009 Management No Action
and setting of the dividend at EUR 1.20 per share
O.4 Approve the renewal of Mr. Franck RIBOUD's term as a Board Management No Action
member
O.5 Approve the renewal of Mr. Emmanuel FABER's term as a Board Management No Action
member
O.6 Approve the renewal of the Company PricewaterhouseCoopers Management No Action
Audit as a permanent Statutory Auditor
O.7 Appointment of the Cabinet Ernst & Young et Autres as a Management No Action
permanent Statutory
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 45
O.8 Appointment of Mr. Yves NICOLAS as a substitute Statutory Management No Action
Auditor
O.9 Appointment of the Company Auditex as a substitute Statutory Management No Action
Auditor
O.10 Approve the agreements under the Statutory Auditors' special Management No Action
report
O.11 Approve the agreements and Undertakings pursuant to Articles L. Management No Action
225-38 and L. 225-42-1 of the Commercial Code relating to Mr.
Franck RIBOUD
O.12 Approve the agreements and Undertakings pursuant to Articles L. Management No Action
225-38 and L. 225-42-1 of the Commercial Code relating to Mr.
Emmanuel FABER
O.13 Approve the agreements and Undertakings pursuant to Articles L. Management No Action
225-38 and L. 225-42-1 of the Commercial Code relating to Mr.
Bernard HOURS
O.14 Authorize the Board of Directors to purchase, hold or transfer Management No Action
Company's shares
E.15 Authorize the Board of Directors to carry out allocations of Management No Action
Company's existing shares or to be issued
E.16 Amend Article 26 II of the Statutes relating to the limitation of the Management No Action
voting rights
E.17 Grant powers for the formalities Management No Action
--------------------------------------------------------------------------------
EDISON INTERNATIONAL
SECURITY 281020107 MEETING TYPE Annual
TICKER SYMBOL EIX MEETING DATE 22-Apr-2010
ISIN US2810201077 AGENDA 933197964 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 JAGJEET S. BINDRA For For
2 VANESSA C.L CHANG For For
3 FRANCE A. CORDOVA For For
4 THEODORE F. CRAVER, JR. For For
5 CHARLES B. CURTIS For For
6 BRADFORD M. FREEMAN For For
7 LUIS G. NOGALES For For
8 RONALD L. OLSON For For
9 JAMES M. ROSSER For For
10 RICHARD T. SCHLOSBERG For For
11 THOMAS C. SUTTON For For
12 BRETT WHITE For For
02 RATIFICATION OF THE APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management For For
04 SHAREHOLDER PROPOSAL ENTITLED "SHAREHOLDERS Shareholder Against For
SAY ON EXECUTIVE PAY"
--------------------------------------------------------------------------------
NICOR INC.
SECURITY 654086107 MEETING TYPE Annual
TICKER SYMBOL GAS MEETING DATE 22-Apr-2010
ISIN US6540861076 AGENDA 933198524 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 R.M. BEAVERS, JR. For For
2 B.P. BICKNER For For
3 J.H. BIRDSALL, III For For
4 N.R BOBINS For For
5 B.J. GAINES For For
6 R.A. JEAN For For
7 D.J. KELLER For For
8 R.E. MARTIN For For
9 G.R. NELSON For For
10 A.J. OLIVERA For For
11 J. RAU For For
12 J.C. STALEY For For
13 R.M. STROBEL For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS NICOR'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 46
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OLIN CORPORATION
SECURITY 680665205 MEETING TYPE Annual
TICKER SYMBOL OLN MEETING DATE 22-Apr-2010
ISIN US6806652052 AGENDA 933201509 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 C. ROBERT BUNCH For For
2 RANDALL W. LARRIMORE For For
3 JOHN M.B. O'CONNOR For For
02 APPROVAL OF THE AMENDED AND RESTATED 1997 STOCK Management Against Against
PLAN FOR NON-EMPLOYEE DIRECTORS.
03 APPROVAL OF THE AMENDED AND RESTATED OLIN SENIOR Management For For
MANAGEMENT INCENTIVE COMPENSATION PLAN.
04 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------
JOHNSON & JOHNSON
SECURITY 478160104 MEETING TYPE Annual
TICKER SYMBOL JNJ MEETING DATE 22-Apr-2010
ISIN US4781601046 AGENDA 933205963 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: MARY SUE COLEMAN Management For For
1B ELECTION OF DIRECTOR: JAMES G. CULLEN Management For For
1C ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS Management For For
1D ELECTION OF DIRECTOR: SUSAN L. LINDQUIST Management For For
1E ELECTION OF DIRECTOR: ANNE M. MULCAHY Management For For
1F ELECTION OF DIRECTOR: LEO F. MULLIN Management For For
1G ELECTION OF DIRECTOR: WILLIAM D. PEREZ Management For For
1H ELECTION OF DIRECTOR: CHARLES PRINCE Management For For
1I ELECTION OF DIRECTOR: DAVID SATCHER Management For For
1J ELECTION OF DIRECTOR: WILLIAM C. WELDON Management For For
02 RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shareholder Against For
04 SPECIAL SHAREOWNER MEETINGS Shareholder Against For
--------------------------------------------------------------------------------
SOUTH JERSEY INDUSTRIES, INC.
SECURITY 838518108 MEETING TYPE Annual
TICKER SYMBOL SJI MEETING DATE 22-Apr-2010
ISIN US8385181081 AGENDA 933209226 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 HELEN R. BOSLEY, CFA For For
2 EDWARD J. GRAHAM For For
3 AMBASSADOR W.J. HUGHES For For
4 HERMAN D. JAMES, PH.D. For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
--------------------------------------------------------------------------------
PFIZER INC.
SECURITY 717081103 MEETING TYPE Annual
TICKER SYMBOL PFE MEETING DATE 22-Apr-2010
ISIN US7170811035 AGENDA 933210243 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: DENNIS A. AUSIELLO Management For For
1B ELECTION OF DIRECTOR: MICHAEL S. BROWN Management For For
1C ELECTION OF DIRECTOR: M. ANTHONY BURNS Management For For
1D ELECTION OF DIRECTOR: ROBERT N. BURT Management For For
1E ELECTION OF DIRECTOR: W. DON CORNWELL Management For For
1F ELECTION OF DIRECTOR: FRANCES D. FERGUSSON Management For For
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY III Management For For
1H ELECTION OF DIRECTOR: CONSTANCE J. HORNER Management For For
1I ELECTION OF DIRECTOR: JAMES M. KILTS Management For For
1J ELECTION OF DIRECTOR: JEFFREY B. KINDLER Management For For
1K ELECTION OF DIRECTOR: GEORGE A. LORCH Management For For
1L ELECTION OF DIRECTOR: JOHN P. MASCOTTE Management For For
1M ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Management For For
1N ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For
1O ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR. Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management For For
04 APPROVAL OF BY-LAW AMENDMENT TO REDUCE THE Management For For
PERCENTAGE OF SHARES REQUIRED FOR
SHAREHOLDERS TO CALL SPECIAL MEETINGS.
05 SHAREHOLDER PROPOSAL REGARDING STOCK OPTIONS. Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 47
--------------------------------------------------------------------------------
ARCH COAL, INC.
SECURITY 039380100 MEETING TYPE Annual
TICKER SYMBOL ACI MEETING DATE 22-Apr-2010
ISIN US0393801008 AGENDA 933215154 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 BRIAN J. JENNINGS For For
2 STEVEN F. LEER For For
3 ROBERT G. POTTER For For
4 THEODORE D. SANDS For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
03 APPROVAL OF AN AMENDMENT AND RESTATEMENT OF Management For For
THE ARCH COAL, INC. 1997 STOCK INCENTIVE PLAN
04 SECTION 162(M) APPROVAL OF ARCH COAL, INC.'S Management For For
INCENTIVE COMPENSATION PLAN FOR EXECUTIVE
OFFICERS
--------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS
SECURITY 71654V408 MEETING TYPE Annual
TICKER SYMBOL PBR MEETING DATE 22-Apr-2010
ISIN US71654V4086 AGENDA 933245284 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
O1 MANAGEMENT REPORT, FINANCIAL STATEMENTS AND Management For For
AUDIT COMMITTEE'S OPINION FOR THE FISCAL YEAR 2009
O2 CAPITAL EXPENDITURE BUDGET FOR THE FISCAL YEAR Management For For
2010
O3 DISTRIBUTION OF RESULTS FOR THE FISCAL YEAR 2009 Management For For
O4 ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS Management For For
O5 ELECTION OF CHAIRMAN OF THE BOARD OF DIRECTORS Management For For
O6 ELECTION OF MEMBERS OF THE AUDIT BOARD AND THEIR Management For For
RESPECTIVE SUBSTITUTES
O7 ESTABLISHMENT OF THE COMPENSATION OF Management For For
MANAGEMENT AND EFFECTIVE MEMBERS OF THE AUDIT
COMMITTEE, AS WELL AS THEIR PARTICIPATION IN THE
PROFITS PURSUANT TO ARTICLES 41 AND 56 OF THE
BYLAWS.
E1 INCREASE IN THE CAPITAL STOCK THROUGH THE Management For For
INCORPORATION OF PART OF THE REVENUE RESERVES
AND PROFIT RESERVES.
E2 THE WAIVER OF THE PREFERENCE RIGHT AT THE Management For For
QUATTOR PARTICIPACOES S.A. EQUITY ISSUANCE, AS A
RESULT OF THE ACQUISITION OF THE STAKES HELD BY
UNIAO DE INDUSTRIAS PETROQUIMICAS S.A.
--------------------------------------------------------------------------------
ALCOA INC.
SECURITY 013817101 MEETING TYPE Annual
TICKER SYMBOL AA MEETING DATE 23-Apr-2010
ISIN US0138171014 AGENDA 933197875 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 ARTHUR D. COLLINS, JR. For For
2 CARLOS GHOSN For For
3 MICHAEL G. MORRIS For For
4 E. STANLEY O'NEAL For For
02 PROPOSAL TO RATIFY THE INDEPENDENT AUDITOR Management For For
03 APPROVE A MAJORITY VOTING STANDARD FOR Management For For
UNCONTESTED DIRECTOR ELECTIONS
04 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN Management For For
THE ARTICLES OF INCORPORATION REGARDING
AMENDING ARTICLE SEVENTH (FAIR PRICE PROTECTION)
05 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN Management For For
THE ARTICLES OF INCORPORATION REGARDING
AMENDING ARTICLE EIGHTH (DIRECTOR ELECTIONS)
06 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN Management For For
ARTICLE EIGHTH OF THE ARTICLES OF INCORPORATION
RELATING TO THE REMOVAL OF DIRECTORS
07 SHAREHOLDER PROPOSAL TO ADOPT SIMPLE-MAJORITY Shareholder Against For
VOTE
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 48
--------------------------------------------------------------------------------
KELLOGG COMPANY
SECURITY 487836108 MEETING TYPE Annual
TICKER SYMBOL K MEETING DATE 23-Apr-2010
ISIN US4878361082 AGENDA 933199588 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 BENJAMIN CARSON For For
2 GORDON GUND For For
3 DOROTHY JOHNSON For For
4 A. MCLAUGHLIN KOROLOGOS For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS KELLOGG'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2010.
03 SHAREOWNER PROPOSAL TO ADOPT SIMPLE MAJORITY Shareholder Against For
VOTE.
--------------------------------------------------------------------------------
GATX CORPORATION
SECURITY 361448103 MEETING TYPE Annual
TICKER SYMBOL GMT MEETING DATE 23-Apr-2010
ISIN US3614481030 AGENDA 933202296 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 ANNE L. ARVIA For For
2 RICHARD FAIRBANKS For For
3 DEBORAH M. FRETZ For For
4 ERNST A. HABERLI For For
5 BRIAN A. KENNEY For For
6 MARK G. MCGRATH For For
7 JAMES B. REAM For For
8 DAVID S. SUTHERLAND For For
9 CASEY J. SYLLA For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR GATX CORPORATION FOR 2010
--------------------------------------------------------------------------------
GATX CORPORATION
SECURITY 361448202 MEETING TYPE Annual
TICKER SYMBOL GMTPR MEETING DATE 23-Apr-2010
ISIN US3614482020 AGENDA 933202296 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 ANNE L. ARVIA For For
2 RICHARD FAIRBANKS For For
3 DEBORAH M. FRETZ For For
4 ERNST A. HABERLI For For
5 BRIAN A. KENNEY For For
6 MARK G. MCGRATH For For
7 JAMES B. REAM For For
8 DAVID S. SUTHERLAND For For
9 CASEY J. SYLLA For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR GATX CORPORATION FOR 2010
--------------------------------------------------------------------------------
ABBOTT LABORATORIES
SECURITY 002824100 MEETING TYPE Annual
TICKER SYMBOL ABT MEETING DATE 23-Apr-2010
ISIN US0028241000 AGENDA 933205898 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 R.J. ALPERN For For
2 R.S. AUSTIN For For
3 W.M. DALEY For For
4 W.J. FARRELL For For
5 H.L. FULLER For For
6 W.A. OSBORN For For
7 D.A.L. OWEN For For
8 R.S. ROBERTS For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 49
9 S.C. SCOTT III For For
10 W.D. SMITHBURG For For
11 G.F. TILTON For For
12 M.D. WHITE For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS AUDITORS Management For For
03 SHAREHOLDER PROPOSAL-ADVISORY VOTE Shareholder Against For
04 SHAREHOLDER PROPOSAL-SPECIAL SHAREHOLDER Shareholder Against For
MEETINGS
--------------------------------------------------------------------------------
HONEYWELL INTERNATIONAL INC.
SECURITY 438516106 MEETING TYPE Annual
TICKER SYMBOL HON MEETING DATE 26-Apr-2010
ISIN US4385161066 AGENDA 933201371 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: GORDON M. BETHUNE Management For For
1B ELECTION OF DIRECTOR: KEVIN BURKE Management For For
1C ELECTION OF DIRECTOR: JAIME CHICO PARDO Management For For
1D ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1E ELECTION OF DIRECTOR: D. SCOTT DAVIS Management For For
1F ELECTION OF DIRECTOR: LINNET F. DEILY Management For For
1G ELECTION OF DIRECTOR: CLIVE R. HOLLICK Management For For
1H ELECTION OF DIRECTOR: GEORGE PAZ Management For For
1I ELECTION OF DIRECTOR: BRADLEY T. SHEARES Management For For
1J ELECTION OF DIRECTOR: MICHAEL W. WRIGHT Management For For
02 APPROVAL OF INDEPENDENT ACCOUNTANTS Management For For
03 AMENDMENT TO THE AMENDED AND RESTATED Management For For
CERTIFICATE OF INCORPORATION - RIGHT TO CALL A
SPECIAL MEETING OF SHAREOWNERS
04 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management For For
05 SHAREHOLDER ACTION BY WRITTEN CONSENT Shareholder Against For
06 INDEPENDENT CHAIRMAN Shareholder Against For
07 HUMAN RIGHTS -- DEVELOP AND ADOPT POLICIES Shareholder Against For
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THE BOEING COMPANY
SECURITY 097023105 MEETING TYPE Annual
TICKER SYMBOL BA MEETING DATE 26-Apr-2010
ISIN US0970231058 AGENDA 933201561 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: JOHN H. BIGGS Management For For
1B ELECTION OF DIRECTOR: JOHN E. BRYSON Management For For
1C ELECTION OF DIRECTOR: DAVID L. CALHOUN Management For For
1D ELECTION OF DIRECTOR: ARTHUR D. COLLINS, JR. Management For For
1E ELECTION OF DIRECTOR: LINDA Z. COOK Management For For
1F ELECTION OF DIRECTOR: WILLIAM M. DALEY Management For For
1G ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Management For For
1H ELECTION OF DIRECTOR: EDMUND P. GIAMBASTIANI, JR. Management For For
1I ELECTION OF DIRECTOR: JOHN F. MCDONNELL Management For For
1J ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. Management For For
1K ELECTION OF DIRECTOR: SUSAN C. SCHWAB Management For For
1L ELECTION OF DIRECTOR: MIKE S. ZAFIROVSKI Management For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT AUDITOR.
03 ETHICAL CRITERIA FOR MILITARY CONTRACTS. Shareholder Against For
04 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER Shareholder Against For
COMPENSATION.
05 CHANGE OWNERSHIP THRESHOLD TO CALL SPECIAL Shareholder Against For
MEETINGS.
06 INDEPENDENT CHAIRMAN. Shareholder Against For
07 REPORT ON POLITICAL CONTRIBUTIONS. Shareholder Against For
--------------------------------------------------------------------------------
AMERICAN EXPRESS COMPANY
SECURITY 025816109 MEETING TYPE Annual
TICKER SYMBOL AXP MEETING DATE 26-Apr-2010
ISIN US0258161092 AGENDA 933202436 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 D.F. AKERSON For For
2 C. BARSHEFSKY For For
3 U.M. BURNS For For
4 K.I. CHENAULT For For
5 P. CHERNIN For For
6 J. LESCHLY For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 50
7 R.C. LEVIN For For
8 R.A. MCGINN For For
9 E.D. MILLER For For
10 S.S REINEMUND For For
11 R.D. WALTER For For
12 R.A. WILLIAMS For For
02 RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE Management For For
COMPENSATION.
04 SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE Shareholder Against For
VOTING FOR DIRECTORS.
05 SHAREHOLDER PROPOSAL RELATING TO THE CALLING OF Shareholder Against For
SPECIAL SHAREHOLDER MEETINGS.
06 SHAREHOLDER PROPOSAL RELATING TO SHARE Shareholder Against For
RETENTION REQUIREMENTS FOR EXECUTIVES.
--------------------------------------------------------------------------------
ABB LTD
SECURITY 000375204 MEETING TYPE Annual
TICKER SYMBOL ABB MEETING DATE 26-Apr-2010
ISIN US0003752047 AGENDA 933233796 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
2A APPROVAL OF THE ANNUAL REPORT, THE CONSOLIDATED Management For For
FINANCIAL STATEMENTS, AND THE ANNUAL FINANCIAL
STATEMENTS FOR 2009.
2B CONSULTATIVE APPROVAL ON THE 2009 REMUNERATION Management For For
REPORT.
03 DISCHARGE OF THE BOARD OF DIRECTORS AND THE Management For For
PERSONS ENTRUSTED WITH MANAGEMENT.
04 APPROPRIATION OF AVAILABLE EARNINGS AND RELEASE Management For For
OF LEGAL RESERVES.
05 CAPITAL REDUCTION THROUGH CANCELLATION OF Management For For
SHARES.
06 CAPITAL REDUCTION THROUGH NOMINAL VALUE Management For For
REPAYMENT.
07 AMENDMENT TO THE ARTICLES OF INCORPORATION Management For For
RELATED TO THE CAPITAL REDUCTION.
8A AMENDMENT TO ARTICLE 6 OF THE ARTICLES OF Management For For
INCORPORATION.
8B DELETION OF ARTICLES 32 AND 33 OF THE ARTICLES OF Management For For
INCORPORATION.
9A RE-ELECTION OF DIRECTOR: ROGER AGNELLI Management For For
9B RE-ELECTION OF DIRECTOR: LOUIS R. HUGHES Management For For
9C RE-ELECTION OF DIRECTOR: HANS ULRICH MARKI Management For For
9D RE-ELECTION OF DIRECTOR: MICHEL DE ROSEN Management For For
9E RE-ELECTION OF DIRECTOR: MICHAEL TRESCHOW Management For For
9F RE-ELECTION OF DIRECTOR: BERND W. VOSS Management For For
9G RE-ELECTION OF DIRECTOR: JACOB WALLENBERG Management For For
9H RE-ELECTION OF DIRECTOR: HUBERTUS VON GRUNBERG Management For For
10 ELECTION OF THE AUDITORS. Management For For
--------------------------------------------------------------------------------
SWEDISH MATCH AB, STOCKHOLM
SECURITY W92277115 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 27-Apr-2010
ISIN SE0000310336 AGENDA 702336074 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVI-DE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR
VOTE TO BE LODGED
PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting
ACCEPT ABSTAIN AS A VALID VO-TE OPTION. THANK YOU.
1 Opening of the meeting and election of Sven Unger, Attorney at Non-Voting
Law as the Chairman of the meeting
2 Preparation and approve the voting list Non-Voting
3 Election of one or two persons, to verify the minutes Non-Voting
4 Determination of whether the meeting has been duly convened Non-Voting
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 51
5 Approve the agenda Non-Voting
6 Presentation of the annual report and the Auditors report, the Non-Voting
consolidated fi-nancial statements and the Auditors report on the
consolidated financial state-ments for 2009, the Auditors
statement regarding compliance with the principle-s for
determination of remuneration to senior executives as well as the
Board-of Directors motion regarding the allocation of profit and
explanatory stateme-nts; in connection therewith, the President's
address and the report regarding-the work of the Board of
Directors and the work and function of the Audit Com-mittee
7 Adoption of the income statement and balance sheet and of the Management For For
consolidated income statement, consolidated balance sheet
8 Approve, that a dividend be paid to the Shareholders in the Management For For
amount of SEK 4.75 per share; that the remaining profits be
carried forward, minus the funds that may be utilized for a bonus
issue, provided that the 2010 AGM passes a resolution in
accordance with the Board of Directors motion concerning a
reduction of the share capital pursuant to Item 10 (a), as well as a
resolution concerning a bonus issue in accordance with the Board
of Directors motion pursuant to Item 10 (b); the proposed record
date for entitlement to receive a cash dividend is 30 APR 2010,
the dividend is expected to be paid through Euro clear Sweden
AB, on 05 MAY 2010
9 Grant discharge from liability for the Board Members and the Management For For
President
10.a Approve, a reduction in the Company's share capital of SEK Management For For
31,037,085.04 by means of the withdrawal of 20,000,000 shares
in the Company; the shares in the Company proposed for
withdrawal have been repurchased by the Company in
accordance with the authorization granted by the General Meeting
of the Company; that the reduced amount be allocated to a fund
for use in repurchasing the Company's own shares
10.b Approve, provided that the Meeting passes a resolution in Management For For
accordance with the Board s motion under item 10 a) above, an
increase in the Company's share capital of SEK 31,037,085.04
through a transfer from non-restricted shareholders equity to the
share capital [bonus issue], the share capital shall be increased
without issuing new shares
11 Authorize the Board of Directors to decide on the acquisition, on Management For For
one or more occasions prior to the next AGM, of a maximum of as
many shares as may be acquired without the Company's holding
at any time exceeding 10% of all shares in the Company, the
shares shall be acquired on NASDA OMX Stockholm at a price
within the price interval registered at any given time, i.e. the
interval between the highest bid price and the lowest selling price,
the purpose of the repurchase is primarily to enable the
Company's capital structure to be adjusted and to cover the
allocation of options as part of the Company's option program
12 Approve the proposes principles for remuneration and other terms Management For For
of employment for the President and other members of the Group
Management whereby remuneration and other items of
employment for the Group management shall correspond to
market practice, in addition to the fixed salary, the members of the
Group management may be entitled to variable salary, the
variable salary may include both an annual short term program to
be paid out in the beginning of the subsequent year depending on
the outcome of the program, and a long term program with a
performance period which shall not be shorter than three years,
the variable, salary, shall primarily be based on specific, clear,
predetermined and measurable financial or operational criteria
and may include an obligation to purchase and hold shares in the
Company
13 Approve, that the Meeting resolve that the Company issue Management For For
713,670 call options to execute the option program for 2009; that
the Company, in a deviation from the preferential rights of
shareholders, be permitted to transfer of 713,670 shares in the
Company at a selling price of SEK 197.45 per share in conjunction
with a potential exercise of the call options; the number of shares
and the selling price of the shares covered by the transfer
resolution in accordance with this item may be recalculated as a
consequence of a bonus issue of shares, a consolidation or split
of shares, a new share issue, a reduction in the share capital, or
another similar measure
14 Approve that the Board of Directors shall comprise 7 Members Management For For
elected by the AGM and no Deputies
15 Approve that the fees to the Board of Directors be paid for the Management For For
period until the close of the next AGM: the Chairman shall receive
SEK 1,575,000, the Deputy Chairman shall receive SEK 745,000
and the other Board members elected by the meeting shall each
receive SEK 630,000; it is furthermore proposed that the Board,
as remuneration for committee work carried out, be allotted SEK
230,000 to the Chairman of the Compensation Committee and the
Audit Committee respectively and SEK 115,000 respectively to the
other members of these committees, although totaling no more
than SEK 920,000; it is proposed that members of the Board
employed by the Swedish Match Group not receive any
remuneration
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 52
16 Re-election of Charles A. Blixt, Andrew Cripps, Karen Guerra, Management For For
Ame Jurbrant, Conny Karlsson, Kersti Strandqvist and Meg Tiveus
as the Members of the Board of Directors and Conny Karlsson as
the Chairman of the Board and Andrew Cripps as the Deputy
Chairman of the Board
17 Approve that the Chairman of the Board shall be given a mandate Management For For
to contact the Company's four largest shareholders and ask them
each to appoint one representative to form the Nominating
Committee, together with the Chairman of the Board, for the
period until a new Nominating Committee has been appointed in
accordance with a mandate from the next AGM; if any of these
shareholders waives its right to appoint a representative, the next
largest shareholder in terms of the number of votes shall be asked
to appoint a representative; the names of the members of the
Nominating Committee shall be published no later than six months
prior to the 2011 AGM; the four largest shareholders are identified
on the basis of the known numbers of votes in due time before the
date falling six month before the AGM; no remuneration shall be
payable to the members of the Nominating Committee; any
expenses incurred in the course of the Nominating Committee's
work shall be borne by the Company
18 Approve that the meeting should adopt the Instructions for Management For For
Swedish Match AB's Nominating Committee, which are identical
to those adopted by the 2009 AGM
--------------------------------------------------------------------------------
GVT HOLDING SA, CURITIBA
SECURITY P5145T104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 27-Apr-2010
ISIN BRGVTTACNOR8 AGENDA 702348839 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
- IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE-REPRESENTATIVE
- PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE Non-Voting
TO ELECT A MEMBER MUST-INCLUDE THE NAME OF THE
CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE
ON-THIS ITEM IS RECEIVED WITHOUT A CANDIDATE'S
NAME, YOUR VOTE WILL BE PROCESSED-IN FAVOR OR
AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK
YOU.
- PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN Non-Voting
THE SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES
IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-
ARE ALLOWED. THANK YOU
1 Receive the administrators accounts, discuss and vote on the Management For For
financial statements accompanied by the Independent Auditors
report regarding the FYE 31 DEC 2009
2 Election of the members of the Board of Directors Management For For
--------------------------------------------------------------------------------
FORTUNE BRANDS, INC.
SECURITY 349631101 MEETING TYPE Annual
TICKER SYMBOL FO MEETING DATE 27-Apr-2010
ISIN US3496311016 AGENDA 933196405 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: ANNE M. TATLOCK Management For For
1B ELECTION OF DIRECTOR: NORMAN H. WESLEY Management For For
1C ELECTION OF DIRECTOR: PETER M. WILSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 APPROVAL OF AMENDMENTS TO THE COMPANY'S Management For For
RESTATED CERTIFICATE OF INCORPORATION TO
ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS.
04 APPROVAL OF THE FORTUNE BRANDS, INC. 2010 NON- Management Against Against
EMPLOYEE DIRECTOR STOCK PLAN.
05 IF PRESENTED, A SHAREHOLDER PROPOSAL ENTITLED Shareholder Against For
"SPECIAL SHAREOWNER MEETINGS."
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 53
--------------------------------------------------------------------------------
HANESBRANDS INC.
SECURITY 410345102 MEETING TYPE Annual
TICKER SYMBOL HBI MEETING DATE 27-Apr-2010
ISIN US4103451021 AGENDA 933198625 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 LEE A. CHADEN For For
2 BOBBY J. GRIFFIN For For
3 JAMES C. JOHNSON For For
4 JESSICA T. MATHEWS For For
5 J. PATRICK MULCAHY For For
6 RONALD L. NELSON For For
7 RICHARD A. NOLL For For
8 ANDREW J. SCHINDLER For For
9 ANN E. ZIEGLER For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS HANESBRANDS'
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR HANESBRANDS' 2010 FISCAL YEAR
--------------------------------------------------------------------------------
COOPER INDUSTRIES PLC.
SECURITY G24140108 MEETING TYPE Annual
TICKER SYMBOL CBE MEETING DATE 27-Apr-2010
ISIN IE00B40K9117 AGENDA 933200494 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: STEPHEN G. BUTLER Management For For
1B ELECTION OF DIRECTOR: DAN F. SMITH Management For For
1C ELECTION OF DIRECTOR: GERALD B. SMITH Management For For
1D ELECTION OF DIRECTOR: MARK S. THOMPSON Management For For
02 TO CONSIDER THE COMPANY'S IRISH STATUTORY Management For For
ACCOUNTS AND THE RELATED REPORTS OF THE
DIRECTORS AND AUDITORS.
03 APPOINT ERNST & YOUNG AS OUR INDEPENDENT Management For For
AUDITORS FOR THE YEAR ENDING 12/31/2010 AND
AUTHORIZE THE AUDIT COMMITTEE TO SET THEIR
REMUNERATION.
04 AUTHORIZE ANY SUBSIDIARY OF THE COMPANY TO MAKE Management For For
MARKET PURCHASES OF COMPANY SHARES.
05 AUTHORIZE THE REISSUE PRICE RANGE OF TREASURY Management For For
SHARES.
--------------------------------------------------------------------------------
AMEREN CORPORATION
SECURITY 023608102 MEETING TYPE Annual
TICKER SYMBOL AEE MEETING DATE 27-Apr-2010
ISIN US0236081024 AGENDA 933201725 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 STEPHEN F. BRAUER For For
2 ELLEN M. FITZSIMMONS For For
3 WALTER J. GALVIN For For
4 GAYLE P.W. JACKSON For For
5 JAMES C. JOHNSON For For
6 STEVEN H. LIPSTEIN For For
7 CHARLES W. MUELLER For For
8 HARVEY SALIGMAN For For
9 PATRICK T. STOKES For For
10 THOMAS R. VOSS For For
11 STEPHEN R. WILSON For For
12 JACK D. WOODARD For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2010.
03 SHAREHOLDER PROPOSAL RELATING TO REPORT ON Shareholder Against For
CALLAWAY PLANT EXTENSION OF OPERATING LICENSE.
--------------------------------------------------------------------------------
EXELON CORPORATION
SECURITY 30161N101 MEETING TYPE Annual
TICKER SYMBOL EXC MEETING DATE 27-Apr-2010
ISIN US30161N1019 AGENDA 933201826 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: JOHN A. CANNING, JR. Management For For
1B ELECTION OF DIRECTOR: M. WALTER D'ALESSIO Management For For
1C ELECTION OF DIRECTOR: NICHOLAS DEBENEDICTIS Management For For
1D ELECTION OF DIRECTOR: BRUCE DEMARS Management For For
1E ELECTION OF DIRECTOR: NELSON A. DIAZ Management For For
1F ELECTION OF DIRECTOR: SUE L. GIN Management For For
1G ELECTION OF DIRECTOR: ROSEMARIE B. GRECO Management For For
1H ELECTION OF DIRECTOR: PAUL L. JOSKOW Management For For
1I ELECTION OF DIRECTOR: RICHARD W. MIES Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 54
1J ELECTION OF DIRECTOR: JOHN M. PALMS Management For For
1K ELECTION OF DIRECTOR: WILLIAM C. RICHARDSON Management For For
1L ELECTION OF DIRECTOR: THOMAS J. RIDGE Management For For
1M ELECTION OF DIRECTOR: JOHN W. ROGERS, JR. Management For For
1N ELECTION OF DIRECTOR: JOHN W. ROWE Management For For
1O ELECTION OF DIRECTOR: STEPHEN D. STEINOUR Management For For
1P ELECTION OF DIRECTOR: DON THOMPSON Management For For
02 THE APPROVAL OF EXELON CORPORATION'S 2011 LONG- Management For For
TERM INCENTIVE PLAN.
03 THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP Management For For
AS EXELON'S INDEPENDENT ACCOUNTANT FOR THE YEAR
2010.
--------------------------------------------------------------------------------
SPECTRA ENERGY CORP
SECURITY 847560109 MEETING TYPE Annual
TICKER SYMBOL SE MEETING DATE 27-Apr-2010
ISIN US8475601097 AGENDA 933202234 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 WILLIAM T. ESREY For For
2 GREGORY L. EBEL For For
3 PAMELA L. CARTER For For
4 PETER B. HAMILTON For For
5 DENNIS R. HENDRIX For For
6 MICHAEL E.J. PHELPS For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS SPECTRA Management For For
ENERGY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2010. THE BOARD OF DIRECTORS
RECOMMENDS YOU VOTE "AGAINST" THE FOLLOWING
PROPOSAL 3.
03 SHAREHOLDER PROPOSAL FOR A DIRECTOR ELECTION Shareholder Against For
MAJORITY VOTE STANDARD.
--------------------------------------------------------------------------------
WELLS FARGO & COMPANY
SECURITY 949746101 MEETING TYPE Annual
TICKER SYMBOL WFC MEETING DATE 27-Apr-2010
ISIN US9497461015 AGENDA 933204593 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: JOHN D. BAKER II Management For For
1B ELECTION OF DIRECTOR: JOHN S. CHEN Management For For
1C ELECTION OF DIRECTOR: LLOYD H. DEAN Management For For
1D ELECTION OF DIRECTOR: SUSAN E. ENGEL Management For For
1E ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. Management For For
1F ELECTION OF DIRECTOR: DONALD M. JAMES Management For For
1G ELECTION OF DIRECTOR: RICHARD D. MCCORMICK Management For For
1H ELECTION OF DIRECTOR: MACKEY J. MCDONALD Management For For
1I ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Management For For
1J ELECTION OF DIRECTOR: NICHOLAS G. MOORE Management For For
1K ELECTION OF DIRECTOR: PHILIP J. QUIGLEY Management For For
1L ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Management For For
1M ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For
1N ELECTION OF DIRECTOR: ROBERT K. STEEL Management For For
1O ELECTION OF DIRECTOR: JOHN G. STUMPF Management For For
1P ELECTION OF DIRECTOR: SUSAN G. SWENSON Management For For
02 PROPOSAL TO APPROVE A NON-BINDING ADVISORY Management For For
RESOLUTION REGARDING THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVES.
03 PROPOSAL TO APPROVE AN AMENDMENT TO THE Management For For
COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE COMPANY'S AUTHORIZED SHARES OF
COMMON STOCK FROM 6 BILLION TO 9 BILLION.
04 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS FOR 2010.
05 STOCKHOLDER PROPOSAL REGARDING AN ADVISORY Shareholder Against For
VOTE ON EXECUTIVE AND DIRECTOR COMPENSATION.
06 STOCKHOLDER PROPOSAL REGARDING A POLICY TO Shareholder Against For
REQUIRE AN INDEPENDENT CHAIRMAN.
07 STOCKHOLDER PROPOSAL REGARDING A REPORT ON Shareholder Against For
CHARITABLE CONTRIBUTIONS.
08 STOCKHOLDER PROPOSAL REGARDING A REPORT ON Shareholder Against For
POLITICAL CONTRIBUTIONS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 55
--------------------------------------------------------------------------------
THE PNC FINANCIAL SERVICES GROUP, INC.
SECURITY 693475105 MEETING TYPE Annual
TICKER SYMBOL PNC MEETING DATE 27-Apr-2010
ISIN US6934751057 AGENDA 933204884 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: RICHARD O. BERNDT Management For For
1B ELECTION OF DIRECTOR: CHARLES E. BUNCH Management For For
1C ELECTION OF DIRECTOR: PAUL W. CHELLGREN Management For For
1D ELECTION OF DIRECTOR: ROBERT N. CLAY Management For For
1E ELECTION OF DIRECTOR: KAY COLES JAMES Management For For
1F ELECTION OF DIRECTOR: RICHARD B. KELSON Management For For
1G ELECTION OF DIRECTOR: BRUCE C. LINDSAY Management For For
1H ELECTION OF DIRECTOR: ANTHONY A. MASSARO Management For For
1I ELECTION OF DIRECTOR: JANE G. PEPPER Management For For
1J ELECTION OF DIRECTOR: JAMES E. ROHR Management For For
1K ELECTION OF DIRECTOR: DONALD J. SHEPARD Management For For
1L ELECTION OF DIRECTOR: LORENE K. STEFFES Management For For
1M ELECTION OF DIRECTOR: DENNIS F. STRIGL Management For For
1N ELECTION OF DIRECTOR: STEPHEN G. THIEKE Management For For
1O ELECTION OF DIRECTOR: THOMAS J. USHER Management For For
1P ELECTION OF DIRECTOR: GEORGE H. WALLS, JR. Management For For
1Q ELECTION OF DIRECTOR: HELGE H. WEHMEIER Management For For
2 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS PNC'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
3 APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE Management For For
COMPENSATION.
4 A SHAREHOLDER PROPOSAL REGARDING APPROVAL OF Shareholder Against For
SEVERANCE AGREEMENTS, IF PROPERLY PRESENTED
BEFORE THE MEETING.
5 A SHAREHOLDER PROPOSAL REGARDING A REPORT OF Shareholder Against For
EXECUTIVE COMPENSATION THAT IS NOT TAX
DEDUCTIBLE, IF PROPERLY PRESENTED BEFORE THE
MEETING.
--------------------------------------------------------------------------------
AMERICAN ELECTRIC POWER COMPANY, INC.
SECURITY 025537101 MEETING TYPE Annual
TICKER SYMBOL AEP MEETING DATE 27-Apr-2010
ISIN US0255371017 AGENDA 933205165 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: E.R. BROOKS Management For For
1B ELECTION OF DIRECTOR: DONALD M. CARLTON Management For For
1C ELECTION OF DIRECTOR: JAMES F. CORDES Management For For
1D ELECTION OF DIRECTOR: RALPH D. CROSBY, JR. Management For For
1E ELECTION OF DIRECTOR: LINDA A. GOODSPEED Management For For
1F ELECTION OF DIRECTOR: THOMAS E. HOAGLIN Management For For
1G ELECTION OF DIRECTOR: LESTER A. HUDSON, JR Management For For
1H ELECTION OF DIRECTOR: MICHAEL G. MORRIS Management For For
1I ELECTION OF DIRECTOR: LIONEL L. NOWELL III Management For For
1J ELECTION OF DIRECTOR: RICHARD L. SANDOR Management For For
1K ELECTION OF DIRECTOR: KATHRYN D. SULLIVAN Management For For
1L ELECTION OF DIRECTOR: SARA MARTINEZ TUCKER Management For For
1M ELECTION OF DIRECTOR: JOHN F. TURNER Management For For
02 APPROVE AMENDMENTS TO THE AMERICAN ELECTRIC Management For For
POWER SYSTEM LONG-TERM INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------
CH ENERGY GROUP, INC.
SECURITY 12541M102 MEETING TYPE Annual
TICKER SYMBOL CHG MEETING DATE 27-Apr-2010
ISIN US12541M1027 AGENDA 933211548 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 STEVEN V. LANT For For
2 EDWARD T. TOKAR For For
3 JEFFREY D. TRANEN For For
02 RATIFICATION OF APPOINTMENT OF THE CORPORATION'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 56
--------------------------------------------------------------------------------
RPC, INC.
SECURITY 749660106 MEETING TYPE Annual
TICKER SYMBOL RES MEETING DATE 27-Apr-2010
ISIN US7496601060 AGENDA 933216714 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 WILTON LOONEY For For
2 GARY W. ROLLINS For For
3 JAMES A. LANE, JR. For For
02 TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.
--------------------------------------------------------------------------------
ROLLS-ROYCE GROUP PLC, LONDON
SECURITY G7630U109 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Apr-2010
ISIN GB0032836487 AGENDA 702315525 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 Approve the Directors's report and financial statements for the YE Management For For
31 DEC 2009
2 Approve the Director's remuneration report for the YE DEC 31 Management For For
2009
3 Re-elect Peter Byrom as a Director of the Company Management For For
4 Re-elect Professor Peter Gregson as a Director of the Company Management For For
5 Re-elect Helen Alexander as a Director of the Company Management For For
6 Re-elect Dr. John McAdam as a Director of the Company Management For For
7 Re-elect Andrew Shilston as a Director of the Company Management For For
8 Re-appoint the Auditors and to authorize the Directors to agree Management For For
their remuneration
9 Authorize the allotment and issue of Company Shares Management For For
10 Authorize political donations and political expenditure Management For For
S.11 Approve to accept new Articles of Association Management For For
S.12 Authorize the Directors to call general meetings on not less than Management For For
14 clear day's notice
S.13 Authorize the Directors to allot shares Management For For
S.14 Approve to display pre-emption rights Management For For
S.15 Authorize the Company to purchase its own Ordinary Shares Management For For
--------------------------------------------------------------------------------
BORGWARNER INC.
SECURITY 099724106 MEETING TYPE Annual
TICKER SYMBOL BWA MEETING DATE 28-Apr-2010
ISIN US0997241064 AGENDA 933199677 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 JERE A. DRUMMOND For For
2 TIMOTHY M. MANGANELLO For For
3 JOHN R. MCKERNAN, JR. For For
4 ERNEST J. NOVAK, JR. For For
2 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR 2010.
--------------------------------------------------------------------------------
GENERAL ELECTRIC COMPANY
SECURITY 369604103 MEETING TYPE Annual
TICKER SYMBOL GE MEETING DATE 28-Apr-2010
ISIN US3696041033 AGENDA 933200090 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
A1 ELECTION OF DIRECTOR: W. GEOFFREY BEATTIE Management For For
A2 ELECTION OF DIRECTOR: JAMES I. CASH, JR. Management For For
A3 ELECTION OF DIRECTOR: WILLIAM M. CASTELL Management For For
A4 ELECTION OF DIRECTOR: ANN M. FUDGE Management For For
A5 ELECTION OF DIRECTOR: SUSAN HOCKFIELD Management For For
A6 ELECTION OF DIRECTOR: JEFFREY R. IMMELT Management For For
A7 ELECTION OF DIRECTOR: ANDREA JUNG Management For For
A8 ELECTION OF DIRECTOR: ALAN G. (A.G.) LAFLEY Management For For
A9 ELECTION OF DIRECTOR: ROBERT W. LANE Management For For
A10 ELECTION OF DIRECTOR: RALPH S. LARSEN Management For For
A11 ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Management For For
A12 ELECTION OF DIRECTOR: JAMES J. MULVA Management For For
A13 ELECTION OF DIRECTOR: SAM NUNN Management For For
A14 ELECTION OF DIRECTOR: ROGER S. PENSKE Management For For
A15 ELECTION OF DIRECTOR: ROBERT J. SWIERINGA Management For For
A16 ELECTION OF DIRECTOR: DOUGLAS A. WARNER III Management For For
B1 RATIFICATION OF KPMG Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 57
C1 SHAREOWNER PROPOSAL: CUMULATIVE VOTING Shareholder Against For
C2 SHAREOWNER PROPOSAL: SPECIAL SHAREOWNER Shareholder Against For
MEETINGS
C3 SHAREOWNER PROPOSAL: INDEPENDENT BOARD Shareholder Against For
CHAIRMAN
C4 SHAREOWNER PROPOSAL: PAY DISPARITY Shareholder Against For
C5 SHAREOWNER PROPOSAL: KEY BOARD COMMITTEES Shareholder Against For
C6 SHAREOWNER PROPOSAL: ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------
MARATHON OIL CORPORATION
SECURITY 565849106 MEETING TYPE Annual
TICKER SYMBOL MRO MEETING DATE 28-Apr-2010
ISIN US5658491064 AGENDA 933201838 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: GREGORY H. BOYCE Management For For
1B ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, JR. Management For For
1C ELECTION OF DIRECTOR: DAVID A. DABERKO Management For For
1D ELECTION OF DIRECTOR: WILLIAM L. DAVIS Management For For
1E ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON Management For For
1F ELECTION OF DIRECTOR: PHILIP LADER Management For For
1G ELECTION OF DIRECTOR: CHARLES R. LEE Management For For
1H ELECTION OF DIRECTOR: MICHAEL E.J. PHELPS Management For For
1I ELECTION OF DIRECTOR: DENNIS H. REILLEY Management For For
1J ELECTION OF DIRECTOR: SETH E. SCHOFIELD Management For For
1K ELECTION OF DIRECTOR: JOHN W. SNOW Management For For
1L ELECTION OF DIRECTOR: THOMAS J. USHER Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
AUDITOR FOR 2010
03 STOCKHOLDER PROPOSAL TO AMEND OUR BY-LAWS TO Shareholder Against For
LOWER THE THRESHOLD FOR STOCKHOLDERS TO CALL
SPECIAL MEETINGS
04 STOCKHOLDER PROPOSAL TO ADOPT A POLICY FOR Shareholder Against For
RATIFICATION AND APPROVAL OF EXECUTIVE
COMPENSATION POLICIES AND PRACTICES
--------------------------------------------------------------------------------
BANK OF AMERICA CORPORATION
SECURITY 060505104 MEETING TYPE Annual
TICKER SYMBOL BAC MEETING DATE 28-Apr-2010
ISIN US0605051046 AGENDA 933203111 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: SUSAN S. BIES Management For For
1B ELECTION OF DIRECTOR: WILLIAM P. BOARDMAN Management For For
1C ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. Management For For
1D ELECTION OF DIRECTOR: VIRGIS W. COLBERT Management For For
1E ELECTION OF DIRECTOR: CHARLES K. GIFFORD Management For For
1F ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR. Management For For
1G ELECTION OF DIRECTOR: D. PAUL JONES, JR. Management For For
1H ELECTION OF DIRECTOR: MONICA C. LOZANO Management For For
1I ELECTION OF DIRECTOR: THOMAS J. MAY Management For For
1J ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN Management For For
1K ELECTION OF DIRECTOR: DONALD E. POWELL Management For For
1L ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI Management For For
1M ELECTION OF DIRECTOR: ROBERT W. SCULLY Management For For
02 A PROPOSAL TO RATIFY THE REGISTERED INDEPENDENT Management For For
PUBLIC ACCOUNTING FIRM FOR 2010
03 A PROPOSAL TO ADOPT AN AMENDMENT TO THE BANK OF Management For For
AMERICA AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM 11.3
BILLION TO 12.8 BILLION
04 AN ADVISORY (NON-BINDING) VOTE APPROVING Management For For
EXECUTIVE COMPENSATION
05 A PROPOSAL TO APPROVE AN AMENDMENT TO THE 2003 Management Against Against
KEY ASSOCIATE STOCK PLAN
06 STOCKHOLDER PROPOSAL - DISCLOSURE OF Shareholder Against For
GOVERNMENT EMPLOYMENT
07 STOCKHOLDER PROPOSAL - NON-DEDUCTIBLE PAY Shareholder Against For
08 STOCKHOLDER PROPOSAL - SPECIAL STOCKHOLDER Shareholder Against For
MEETINGS
09 STOCKHOLDER PROPOSAL - ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION
10 STOCKHOLDER PROPOSAL - SUCCESSION PLANNING Shareholder Against For
11 STOCKHOLDER PROPOSAL - DERIVATIVES TRADING Shareholder Against For
12 STOCKHOLDER PROPOSAL - RECOUP INCENTIVE Shareholder Against For
COMPENSATION
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 58
--------------------------------------------------------------------------------
DPL INC.
SECURITY 233293109 MEETING TYPE Annual
TICKER SYMBOL DPL MEETING DATE 28-Apr-2010
ISIN US2332931094 AGENDA 933203197 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 ROBERT D. BIGGS For For
2 PAMELA B. MORRIS For For
3 NED J. SIFFERLEN, PHD. For For
2 RATIFICATION OF KPMG LLP AS INDEPENDENT PUBLIC Management For For
ACCOUNTANT.
--------------------------------------------------------------------------------
E. I. DU PONT DE NEMOURS AND COMPANY
SECURITY 263534109 MEETING TYPE Annual
TICKER SYMBOL DD MEETING DATE 28-Apr-2010
ISIN US2635341090 AGENDA 933206535 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: SAMUEL W. BODMAN Management For For
1B ELECTION OF DIRECTOR: RICHARD H. BROWN Management For For
1C ELECTION OF DIRECTOR: ROBERT A. BROWN Management For For
1D ELECTION OF DIRECTOR: BERTRAND P. COLLOMB Management For For
1E ELECTION OF DIRECTOR: CURTIS J. CRAWFORD Management For For
1F ELECTION OF DIRECTOR: ALEXANDER M. CUTLER Management For For
1G ELECTION OF DIRECTOR: JOHN T. DILLON Management For For
1H ELECTION OF DIRECTOR: ELEUTHERE I. DU PONT Management For For
1I ELECTION OF DIRECTOR: MARILLYN A. HEWSON Management For For
1J ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For
1K ELECTION OF DIRECTOR: ELLEN J. KULLMAN Management For For
1L ELECTION OF DIRECTOR: WILLIAM K. REILLY Management For For
02 ON RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
03 ON SHAREHOLDER SAY ON EXECUTIVE PAY Shareholder Against For
04 ON AMENDMENT TO HUMAN RIGHTS POLICY Shareholder Against For
--------------------------------------------------------------------------------
TEXTRON INC.
SECURITY 883203101 MEETING TYPE Annual
TICKER SYMBOL TXT MEETING DATE 28-Apr-2010
ISIN US8832031012 AGENDA 933208921 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 ELECTION OF DIRECTOR: KATHLEEN M. BADER Management For For
02 ELECTION OF DIRECTOR: R. KERRY CLARK Management For For
03 ELECTION OF DIRECTOR: IVOR J. EVANS Management For For
04 ELECTION OF DIRECTOR: LORD POWELL OF BAYSWATER Management For For
KCMG
05 ELECTION OF DIRECTOR: JAMES L. ZIEMER Management For For
06 APPROVAL OF AMENDMENTS TO EQUITY INCENTIVE PLANS Management Against Against
TO ALLOW FOR A ONE-TIME STOCK OPTION EXCHANGE
PROGRAM.
07 APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE Management For For
OF INCORPORATION TO PROVIDE FOR THE ANNUAL
ELECTION OF DIRECTORS.
08 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------
SJW CORP.
SECURITY 784305104 MEETING TYPE Annual
TICKER SYMBOL SJW MEETING DATE 28-Apr-2010
ISIN US7843051043 AGENDA 933213883 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 K. ARMSTRONG For For
2 M.L. CALI For For
3 J.P. DINAPOLI For For
4 D.R. KING For For
5 N.Y. MINETA For For
6 G.E. MOSS For For
7 W.R. ROTH For For
8 C.J. TOENISKOETTER For For
9 R.A. VAN VALER For For
2 RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR FISCAL YEAR 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 59
--------------------------------------------------------------------------------
ENERGEN CORPORATION
SECURITY 29265N108 MEETING TYPE Annual
TICKER SYMBOL EGN MEETING DATE 28-Apr-2010
ISIN US29265N1081 AGENDA 933215419 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 STEPHEN D. BAN For For
2 JULIAN W. BANTON For For
3 T. MICHAEL GOODRICH For For
02 PROPOSAL TO AMEND AND RESTATE 1992 DIRECTORS Management For For
STOCK PLAN
03 PROPOSAL TO AMEND ANNUAL INCENTIVE COMPENSATION Management For For
PLAN
04 PROPOSAL TO RATIFY PRICEWATERHOUSECOOPERS LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
VIVENDI, PARIS
SECURITY F97982106 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 29-Apr-2010
ISIN FR0000127771 AGENDA 702283350 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
- "French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card-directly to the sub custodian. Please contact your
Client Service-Representative to obtain the necessary card,
account details and directions.-The following applies to Non-
Resident Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have become-Registered
Intermediaries, on the Vote Deadline Date. In capacity as-
Registered Intermediary, the Global Custodian will sign the Proxy
Card and-forward to the local custodian. If you are unsure whether
your Global-Custodian acts as Registered Intermediary, please
contact your-representative"
- PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR"-AND "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE
- PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY-CLICKING ON THE
MATERIAL URL LINK:-https://balo.journal-
officiel.gouv.fr/pdf/2010/0305/201003051000547.pdf
1 Approve the annual reports and accounts for FY 2009 Management For For
2 Approve the consolidated reports and accounts for FY 2009 Management For For
3 Approve the allocation of the result for FY 2009, setting of the Management For For
dividend and its date for payment
4 Approve the special report by the Statutory Auditors concerning Management For For
regulated agreements and commitments
5 Appointment of Mme Dominique Heriard Dubreuil as a Member of Management For For
the Supervisory
6 Appointment of Mme Aliza Jabes as a Member of the Supervisory Management For For
Board
7 Appointment of Mme Jacqueline Tammenoms Baker as a Member Management For For
of the Supervisory
8 Appointment of M. Daniel Camus as a Member of the Supervisory Management For For
Board
9 Authorize the Board of Directors in order that the Company might Management For For
buy its own shares
10 Grant the powers for accomplishment of the formalities Management For For
--------------------------------------------------------------------------------
BOUYGUES, PARIS
SECURITY F11487125 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 29-Apr-2010
ISIN FR0000120503 AGENDA 702283603 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR"-AND "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card-directly to the sub custodian. Please contact your
Client Service-Representative to obtain the necessary card,
account details and directions.-The following applies to Non-
Resident Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have become-Registered
Intermediaries, on the Vote Deadline Date. In capacity as-
Registered Intermediary, the Global Custodian will sign the Proxy
Card and-forward to the local custodian. If you are unsure whether
your Global-Custodian acts as Registered Intermediary, please
contact your representative
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 60
o.1 Approve the annual accounts for the year 2009 Management For For
o.2 Approve the consolidated accounts and operations for the year Management For For
2009
o.3 Approve to allocate the result and setting of the dividend Management For For
o.4 Approve regulated agreements and commitments Management For For
o.5 Approve the renewal of the Director's mandate held by Monsieur Management For For
Lucien Douroux
o.6 Approve the renewal of the Director's mandate held by Monsieur Management For For
Yves Gabriel
o.7 Approve the renewal of the Director's mandate held by Monsieur Management For For
Patrick Kron
o.8 Approve the renewal of the Director's mandate held by Monsieur Management For For
Jean Peyrelevade
o.9 Approve the renewal of the Director's mandate held by Monsieur Management For For
Francois-Henri Pinault
o.10 Approve the renewal of the Director's mandate held by SCDM Management For For
o.11 Appointment of Madame Colette Lewiner as a Director Management For For
o.12 Election of a Director who is a Member of the Supervisory Board Management For For
of one of the Communal Placement funds representing
shareholders who are employees
o.13 Election of a Director who is a Member of the Supervisory Board Management For For
of one of the Communal Placement Funds representing
shareholders who are employees
o.14 Approve the renewal of the Censor's mandate of Monsieur Alain Management For For
Pouyat
o.15 Approve the renewal of auditors' Mazars mandate Management For For
o.16 Appointment of an Additional Auditor, Monsieur Philippe Management For For
Castagnac
o.17 Authorize the Board of Directors to allow the Company to operate Management For For
using its equity
e.18 Authorize the Board of Directors to reduce capital stock by Management For For
canceling shares
e.19 Authorize the Board of Directors to go ahead, in favor of salaried Management For For
employees, and social agents of the Company or Companies
within its group, or certain categories of them, with free allocations
of existing shares or ones to be issued
e.20 Authorize the Board of Directors to issue share subscription Management For For
vouchers during a public offer concerning Company securities
e.21 Authorize the Board of Directors to increase capital stock during a Management For For
public offer
e.22 Amend the Articles of Association Management For For
e.23 Powers for formalities Management For For
- Please note that important additional meeting information is Non-Voting
available by-clicking on the material URL link - https://balo.journal-
-officiel.gouv.fr/pdf/2010/0308/201003081000603.pdf
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN MEETING TYPE. IF YOU HAVE-ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU D-ECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------
HERA SPA, BOLOGNA
SECURITY T5250M106 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 29-Apr-2010
ISIN IT0001250932 AGENDA 702306766 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
- PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A-SECOND CALL ON 30
APR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO-ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
THE-MEETING IS CANCELLED. THANK YOU.
O.1 Approve the financial statement at 31 DEC 2009 and report, Management No Action
proposal of distribution of profit and report of the Board of
Auditors, any adjournment thereof
O.2 Approve the renewal of authorization to share buyback and Management No Action
disposal, any adjournment thereof
E.1 Approve the Plan of merger through incorporation of Agea Reti Management No Action
S.R.L. in Hera S.P.A.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 61
--------------------------------------------------------------------------------
ENEL ENTE NAZIONALE PER L'ENERGIA ELETTRICA SPA, R
SECURITY T3679P115 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 29-Apr-2010
ISIN IT0003128367 AGENDA 702344437 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
- PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN MEETING DATE. IF YOU HAVE-ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU D-ECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
O.1 Approve the financial statements of ENEL for the YE 31 DEC Management No Action
2009; reports of the Board of Directors, the Board of Statutory
Auditors and the External Auditors; related resolutions;
presentation of the consolidated financial statements for the YE 31
DEC 2009
O.2 Approve the allocation of net income for the year Management No Action
O.3 Election of the Board of Statutory Auditors Management No Action
O.4 Approve the determination of the compensation of the regular Management No Action
Members of the Board of Statutory Auditors
O.5 Approve the hormonization of shareholder's meeting regulations Management No Action
with the provisions of legislative decree N. 27 of 27 JAN 2010;
amend the Articles 1.2, 2.1, 2.2, 2.3, 3.2, 3.4, 3.5, 4.2, 4.8, 6.4,
and 6.6 and abrogation of the Article 4.9 of the shareholders'
meeting regulations
E.1 Approve the harmonization of the Bylaws with the provisions Management No Action
legislative decree N. 27 of 27 JAN 2010; amend the Articles 9.2,
13.2 and 14.3 and introduction of the Article 31.1 of the Bylaws
--------------------------------------------------------------------------------
KIMBERLY-CLARK CORPORATION
SECURITY 494368103 MEETING TYPE Annual
TICKER SYMBOL KMB MEETING DATE 29-Apr-2010
ISIN US4943681035 AGENDA 933197255 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: JOHN R. ALM Management For For
1B ELECTION OF DIRECTOR: DENNIS R. BERESFORD Management For For
1C ELECTION OF DIRECTOR: JOHN F. BERGSTROM Management For For
1D ELECTION OF DIRECTOR: ABELARDO E. BRU Management For For
1E ELECTION OF DIRECTOR: ROBERT W. DECHERD Management For For
1F ELECTION OF DIRECTOR: THOMAS J. FALK Management For For
1G ELECTION OF DIRECTOR: MAE C. JEMISON, M.D. Management For For
1H ELECTION OF DIRECTOR: JAMES M. JENNESS Management For For
1I ELECTION OF DIRECTOR: IAN C. READ Management For For
1J ELECTION OF DIRECTOR: LINDA JOHNSON RICE Management For For
1K ELECTION OF DIRECTOR: MARC J. SHAPIRO Management For For
1L ELECTION OF DIRECTOR: G. CRAIG SULLIVAN Management For For
02 RATIFICATION OF AUDITORS Management For For
03 STOCKHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
SHAREHOLDER MEETINGS
--------------------------------------------------------------------------------
THE EMPIRE DISTRICT ELECTRIC COMPANY
SECURITY 291641108 MEETING TYPE Annual
TICKER SYMBOL EDE MEETING DATE 29-Apr-2010
ISIN US2916411083 AGENDA 933199691 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 ROSS C. HARTLEY For For
2 HERBERT J. SCHMIDT For For
3 C. JAMES SULLIVAN For For
2 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS EMPIRE'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.
--------------------------------------------------------------------------------
WEBSTER FINANCIAL CORPORATION
SECURITY 947890109 MEETING TYPE Annual
TICKER SYMBOL WBS MEETING DATE 29-Apr-2010
ISIN US9478901096 AGENDA 933203109 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 JOEL S. BECKER For For
2 DAVID A. COULTER For For
3 CHARLES W. SHIVERY For For
4 JAMES C. SMITH For For
02 TO AMEND WEBSTER'S 1992 STOCK OPTION PLAN Management For For
(PROPOSAL 2).
03 TO RENEW WEBSTER'S EMPLOYEE STOCK PURCHASE Management For For
PLAN AND SET THE NUMBER OF SHARES OF COMMON
STOCK AUTHORIZED FOR ISSUANCE THEREUNDER
(PROPOSAL 3).
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 62
04 TO RATIFY THE APPOINTMENT BY THE BOARD OF Management For For
DIRECTORS OF ERNST & YOUNG LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
WEBSTER FOR THE FISCAL YEAR ENDING DECEMBER 31,
2010 (PROPOSAL 4).
05 TO APPROVE AN ADVISORY PROPOSAL ON WEBSTER'S Management For For
EXECUTIVE COMPENSATION PHILOSOPHY, POLICIES AND
PROCEDURES (PROPOSAL 5).
06 THE PROXIES ARE AUTHORIZED TO VOTE UPON ANY Management For For
OTHER BUSINESS THAT PROPERLY COMES BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF, IN
ACCORDANCE WITH THE DETERMINATION OF A MAJORITY
OF OF WEBSTER'S BOARD OF DIRECTORS.
--------------------------------------------------------------------------------
DIEBOLD, INCORPORATED
SECURITY 253651103 MEETING TYPE Annual
TICKER SYMBOL DBD MEETING DATE 29-Apr-2010
ISIN US2536511031 AGENDA 933204012 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 BRUCE L. BYRNES For For
2 MEI-WEI CHENG For For
3 PHILLIP R. COX For For
4 RICHARD L. CRANDALL For For
5 GALE S. FITZGERALD For For
6 PHILLIP B. LASSITER For For
7 JOHN N. LAUER For For
8 THOMAS W. SWIDARSKI For For
9 HENRY D.G. WALLACE For For
10 ALAN J. WEBER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR 2010.
03 TO RE-APPROVE THE COMPANY'S ANNUAL CASH BONUS Management For For
PLAN.
--------------------------------------------------------------------------------
ROWAN COMPANIES, INC.
SECURITY 779382100 MEETING TYPE Annual
TICKER SYMBOL RDC MEETING DATE 29-Apr-2010
ISIN US7793821007 AGENDA 933205949 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: WILLIAM T. FOX III Management For For
1B ELECTION OF DIRECTOR: SIR GRAHAM HEARNE Management For For
1C ELECTION OF DIRECTOR: H.E. LENTZ Management For For
1D ELECTION OF DIRECTOR: P. DEXTER PEACOCK Management For For
02 APPROVE AMENDMENTS TO THE COMPANY'S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO ELIMINATE ALL
SUPERMAJORITY VOTING REQUIREMENTS.
03 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT AUDITORS.
--------------------------------------------------------------------------------
DAVIDE CAMPARI - MILANO SPA, MILANO
SECURITY T24091117 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 30-Apr-2010
ISIN IT0003849244 AGENDA 702324043 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
- PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A-SECOND CALL ON 03
MAY 2010 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN-VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT-YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
THE MEETING IS-CANCELLED. THANK YOU.
E.1 Approve the free capital increase from EUR 29,040,000 to EUR Management No Action
58,080,000 and the relevant amendments to Company By-laws
E.2 Approve the proposal to grant a further five-year period of powers Management No Action
to the Board of Directors in order to execute a paid-in capital
increase/free capital increase and to issue convertible bonds,
inherent and consequent resolutions
E.3 Amend the Articles 11, 15 and 27 of the By-laws in compliance Management No Action
with Law Decree N. 27 Dtd 27 JAN 2010 with integration of
relative regulations on appointment of Board of Auditors
O.1 Approve the financial statements as at 31 DEC 2009 and Management No Action
consequent resolutions
O.2 Appointment of the Board of Directors Management No Action
O.3 Appointment of the Board of Statutory Auditors Management No Action
O.4 Appointment of the Auditing firm Management No Action
O.5 Approve the stock option plan ex Article 114-BIS TUF Management No Action
O.6 Grant authority to purchase and dispose of Company's own Management No Action
shares
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF ARTICLE NUMBERS IN RESOL-UTION E.3. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS P-ROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 63
--------------------------------------------------------------------------------
AT&T INC.
SECURITY 00206R102 MEETING TYPE Annual
TICKER SYMBOL T MEETING DATE 30-Apr-2010
ISIN US00206R1023 AGENDA 933200177 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: RANDALL L. STEPHENSON Management For For
1B ELECTION OF DIRECTOR: GILBERT F. AMELIO Management For For
1C ELECTION OF DIRECTOR: REUBEN V. ANDERSON Management For For
1D ELECTION OF DIRECTOR: JAMES H. BLANCHARD Management For For
1E ELECTION OF DIRECTOR: JAIME CHICO PARDO Management For For
1F ELECTION OF DIRECTOR: JAMES P. KELLY Management For For
1G ELECTION OF DIRECTOR: JON C. MADONNA Management For For
1H ELECTION OF DIRECTOR: LYNN M. MARTIN Management For For
1I ELECTION OF DIRECTOR: JOHN B. MCCOY Management For For
1J ELECTION OF DIRECTOR: JOYCE M. ROCHE Management For For
1K ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Management For For
1L ELECTION OF DIRECTOR: PATRICIA P. UPTON Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
AUDITORS.
03 CUMULATIVE VOTING. Shareholder Against For
04 PENSION CREDIT POLICY. Shareholder Against For
05 ADVISORY VOTE ON COMPENSATION. Shareholder Against For
06 SPECIAL STOCKHOLDER MEETINGS. Shareholder Against For
--------------------------------------------------------------------------------
OWENS & MINOR, INC.
SECURITY 690732102 MEETING TYPE Annual
TICKER SYMBOL OMI MEETING DATE 30-Apr-2010
ISIN US6907321029 AGENDA 933203818 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 A. MARSHALL ACUFF, JR. For For
2 J. ALFRED BROADDUS, JR. For For
3 JOHN T. CROTTY For For
4 RICHARD E. FOGG For For
5 G. GILMER MINOR, III For For
6 EDDIE N. MOORE, JR. For For
7 PETER S. REDDING For For
8 JAMES E. ROGERS For For
9 ROBERT C. SLEDD For For
10 CRAIG R. SMITH For For
11 JAMES E. UKROP For For
12 ANNE MARIE WHITTEMORE For For
2 VOTE TO RE-APPROVE PERFORMANCE GOALS IN THE Management For For
OWENS & MINOR, INC. 2005 STOCK INCENTIVE PLAN
3 VOTE TO APPROVE AN AMENDMENT TO INCREASE THE Management For For
INDIVIDUAL INCENTIVE AWARD LIMIT IN THE OWENS &
MINOR, INC. 2005 STOCK INCENTIVE PLAN
4 VOTE TO RATIFY KPMG LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010
--------------------------------------------------------------------------------
NOBLE CORPORATION
SECURITY H5833N103 MEETING TYPE Annual
TICKER SYMBOL NE MEETING DATE 30-Apr-2010
ISIN CH0033347318 AGENDA 933205292 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 MICHAEL A. CAWLEY For For
2 GORDON T. HALL For For
3 JACK E. LITTLE For For
2 APPROVAL OF THE EXTENSION OF BOARD AUTHORITY TO Management For For
ISSUE AUTHORIZED SHARE CAPITAL UNTIL APRIL 29, 2012.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 64
3 APPROVAL OF THE PAYMENT OF A REGULAR DIVIDEND Management For For
THROUGH A REDUCTION OF THE PAR VALUE OF THE
SHARES IN AN AMOUNT EQUAL TO SWISS FRANCS 0.52
PER SHARE.
4 APPROVAL OF THE PAYMENT OF A SPECIAL DIVIDEND Management For For
THROUGH A REDUCTION OF THE PAR VALUE OF THE
SHARES IN AN AMOUNT EQUAL TO SWISS FRANCS 0.56
PER SHARE.
5 APPROVAL OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
2010 AND THE ELECTION OF PRICEWATERHOUSECOOPERS
AG AS STATUTORY AUDITOR FOR A ONE-YEAR TERM.
6 APPROVAL OF THE 2009 ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS OF THE
COMPANY FOR FISCAL YEAR 2009 AND THE STATUTORY
FINANCIAL STATEMENTS OF THE COMPANY FOR
EXTENDED FISCAL YEAR 2009.
7 APPROVAL OF THE DISCHARGE OF THE MEMBERS OF THE Management For For
BOARD OF DIRECTORS AND THE EXECUTIVE OFFICERS OF
THE COMPANY FOR EXTENDED FISCAL YEAR 2009.
--------------------------------------------------------------------------------
FERRO CORPORATION
SECURITY 315405100 MEETING TYPE Annual
TICKER SYMBOL FOE MEETING DATE 30-Apr-2010
ISIN US3154051003 AGENDA 933223098 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 RICHARD C. BROWN For For
2 GREGORY E. HYLAND For For
3 RONALD P. VARGO For For
02 APPROVAL OF THE 2010 LONG-TERM INCENTIVE PLAN Management Against Against
03 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTANT
04 APPROVAL OF AN AMENDMENT TO THE FERRO Management Against Against
CORPORATION CODE OF REGULATIONS
05 IF PROPERLY PRESENTED, A SHAREHOLDER PROPOSAL Shareholder For Against
--------------------------------------------------------------------------------
AGNICO-EAGLE MINES LIMITED
SECURITY 008474108 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL AEM MEETING DATE 30-Apr-2010
ISIN CA0084741085 AGENDA 933238621 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 LEANNE M. BAKER For For
2 DOUGLAS R. BEAUMONT For For
3 SEAN BOYD For For
4 CLIFFORD DAVIS For For
5 DAVID GAROFALO For For
6 BERNARD KRAFT For For
7 MEL LEIDERMAN For For
8 JAMES D. NASSO For For
9 MERFYN ROBERTS For For
10 EBERHARD SCHERKUS For For
11 HOWARD R. STOCKFORD For For
12 PERTTI VOUTILAINEN For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS OF Management For For
THE CORPORATION AND AUTHORIZING THE DIRECTORS TO
FIX THEIR REMUNERATION.
03 AN ORDINARY RESOLUTION APPROVING AN AMENDMENT Management For For
OF AGNICO-EAGLE'S STOCK OPTION PLAN.
04 A SPECIAL RESOLUTION APPROVING AN AMENDMENT TO Management For For
AGNICO-EAGLE'S ARTICLES OF AMALGAMATION AND
AUTHORIZING THE BOARD OF DIRECTORS TO SET THE
NUMBER OF DIRECTORS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 65
--------------------------------------------------------------------------------
REPSOL YPF, S.A.
SECURITY 76026T205 MEETING TYPE Annual
TICKER SYMBOL REP MEETING DATE 30-Apr-2010
ISIN US76026T2050 AGENDA 933245258 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS AND Management For For
MANAGEMENT REPORT OF REPSOL YPF, S.A., OF THE
CONSOLIDATED ANNUAL FINANCIAL STATEMENTS AND THE
CONSOLIDATED MANAGEMENT REPORT, FOR THE FISCAL
YEAR ENDED 31ST DECEMBER 2009, AND OF THE
PROPOSAL OF APPLICATION OF ITS EARNINGS.
1B APPROVAL OF THE MANAGEMENT OF THE BOARD OF Management For For
DIRECTORS OF REPSOL YPF, S.A. FOR THE FISCAL YEAR
ENDED 31ST DECEMBER 2009.
2A AMENDMENT OF THE FIRST PARAGRAPH OF ARTICLE 9 Management For For
("CAPITAL CALLS AND DEFAULT BY THE SHAREHOLDERS").
2B AMENDMENT OF ARTICLE 12.BIS ("PREFERENTIAL Management For For
SUBSCRIPTION RIGHTS").
2C AMENDMENT OF THE FIRST PARAGRAPH OF ARTICLE 22 Management For For
("SPECIAL RESOLUTIONS, CONSTITUTION AND
MAJORITIES").
3A AMENDMENT OF PARAGRAPH 3.5 OF ARTICLE 3 ("POWERS Management For For
OF THE SHAREHOLDERS' MEETING").
3B AMENDMENT OF PARAGRAPH 9.2 OF ARTICLE 9 Management For For
("SHAREHOLDERS' MEETING QUORUM").
4A RE-ELECTION OF MRS. PAULINA BEATO BLANCO AS Management For For
DIRECTOR.
4B RE-ELECTION OF MR. ARTUR CARULLA FONT AS Management For For
DIRECTOR.
4C RE-ELECTION OF MR. JAVIER ECHENIQUE LANDIRIBAR AS Management For For
DIRECTOR.
4D RE-ELECTION OF PEMEX INTERNACIONAL ESPANA, S.A. AS Management For For
DIRECTOR.
4E RE-ELECTION OF MR. HENRI PHILIPPE REICHSTUL AS Management For For
DIRECTOR.
05 APPOINTMENT OF THE ACCOUNTS AUDITOR OF REPSOL Management For For
YPF, S.A. AND OF ITS CONSOLIDATED GROUP.
06 AUTHORISATION TO THE BOARD OF DIRECTORS FOR THE Management For For
DERIVATIVE ACQUISITION OF SHARES OF REPSOL YPF,
S.A., DIRECTLY OR THROUGH CONTROLLED COMPANIES,
WITHIN A PERIOD OF 5 YEARS FROM THE THE RESOLUTION
OF THE SHAREHOLDERS MEETING, LEAVING WITHOUT
EFFECT THE AUTHORIZATION GRANTED BY THE ORDINARY
GENERAL SHAREHOLDERS MEETING HELD ON MAY 14,
2009.
07 DELEGATION TO THE BOARD OF DIRECTORS OF THE Management For For
POWER TO RESOLVE THE INCREASE OF THE CAPITAL
STOCK, UP TO THE MAXIMUM AMOUNT LEGALLY
PRESCRIBED, WITH THE POSSIBILITY OF EXCLUDING THE
PREEMPTIVE RIGHTS, LEAVING WITHOUT EFFECT THE
SIXTH RESOLUTION OF THE GENERAL SHAREHOLDERS'
MEETING HELD ON MAY 31ST, 2005.
08 DELEGATION OF POWERS TO SUPPLEMENT, DEVELOP, Management For For
EXECUTE, RECTIFY AND FORMALIZE THE RESOLUTIONS
ADOPTED BY THE GENERAL SHAREHOLDERS' MEETING.
--------------------------------------------------------------------------------
NOBLE CORPORATION
SECURITY H5833N103 MEETING TYPE Annual
TICKER SYMBOL NE MEETING DATE 30-Apr-2010
ISIN CH0033347318 AGENDA 933250261 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 MICHAEL A. CAWLEY For For
2 GORDON T. HALL For For
3 JACK E. LITTLE For For
2 APPROVAL OF THE EXTENSION OF BOARD AUTHORITY TO Management For For
ISSUE AUTHORIZED SHARE CAPITAL UNTIL APRIL 29, 2012.
3 APPROVAL OF THE PAYMENT OF A REGULAR DIVIDEND Management For For
THROUGH A REDUCTION OF THE PAR VALUE OF THE
SHARES IN AN AMOUNT EQUAL TO SWISS FRANCS 0.52
PER SHARE.
4 APPROVAL OF THE PAYMENT OF A SPECIAL DIVIDEND Management For For
THROUGH A REDUCTION OF THE PAR VALUE OF THE
SHARES IN AN AMOUNT EQUAL TO SWISS FRANCS 0.56
PER SHARE.
5 APPROVAL OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR.
6 APPROVAL OF THE 2009 ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS OF THE
COMPANY FOR FISCAL YEAR 2009 AND THE STATUTORY
FINANCIAL STATEMENTS OF THE COMPANY FOR
EXTENDED FISCAL YEAR 2009.
7 APPROVAL OF THE DISCHARGE OF THE MEMBERS OF THE Management For For
BOARD OF DIRECTORS AND THE EXECUTIVE OFFICERS OF
THE COMPANY FOR EXTENDED FISCAL YEAR 2009.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 66
--------------------------------------------------------------------------------
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Annual
TICKER SYMBOL TV MEETING DATE 30-Apr-2010
ISIN US40049J2069 AGENDA 933256910 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
I APPOINTMENT OR RATIFICATION, AS THE CASE MAY BE, OF Management For
THE MEMBERS OF THE BOARD OF DIRECTORS TO BE
APPOINTED AT THIS MEETING PURSUANT TO ARTICLES
TWENTY SIXTH, TWENTY SEVENTH AND OTHER
APPLICABLE ARTICLES OF THE CORPORATE BY-LAWS.
II APPOINTMENT OF DELEGATES TO CARRY OUT AND Management For
FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
MEETING.
--------------------------------------------------------------------------------
ZIMMER HOLDINGS, INC.
SECURITY 98956P102 MEETING TYPE Annual
TICKER SYMBOL ZMH MEETING DATE 03-May-2010
ISIN US98956P1021 AGENDA 933201410 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: BETSY J. BERNARD Management For For
1B ELECTION OF DIRECTOR: MARC N. CASPER Management For For
1C ELECTION OF DIRECTOR: DAVID C. DVORAK Management For For
1D ELECTION OF DIRECTOR: LARRY C. GLASSCOCK Management For For
1E ELECTION OF DIRECTOR: ROBERT A. HAGEMANN Management For For
1F ELECTION OF DIRECTOR: ARTHUR J. HIGGINS Management For For
1G ELECTION OF DIRECTOR: JOHN L. MCGOLDRICK Management For For
1H ELECTION OF DIRECTOR: CECIL B. PICKETT, PH.D. Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------
AFLAC INCORPORATED
SECURITY 001055102 MEETING TYPE Annual
TICKER SYMBOL AFL MEETING DATE 03-May-2010
ISIN US0010551028 AGENDA 933206030 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: DANIEL P. AMOS Management For For
1B ELECTION OF DIRECTOR: JOHN SHELBY AMOS II Management For For
1C ELECTION OF DIRECTOR: PAUL S. AMOS II Management For For
1D ELECTION OF DIRECTOR: MICHAEL H. ARMACOST Management For For
1E ELECTION OF DIRECTOR: KRISS CLONINGER III Management For For
1F ELECTION OF DIRECTOR: JOE FRANK HARRIS Management For For
1G ELECTION OF DIRECTOR: ELIZABETH J. HUDSON Management For For
1H ELECTION OF DIRECTOR: DOUGLAS W. JOHNSON Management For For
1I ELECTION OF DIRECTOR: ROBERT B. JOHNSON Management For For
1J ELECTION OF DIRECTOR: CHARLES B. KNAPP Management For For
1K ELECTION OF DIRECTOR: E. STEPHEN PURDOM, M.D. Management For For
1L ELECTION OF DIRECTOR: BARBARA K. RIMER, DR. PH Management For For
1M ELECTION OF DIRECTOR: MARVIN R. SCHUSTER Management For For
1N ELECTION OF DIRECTOR: DAVID GARY THOMPSON Management For For
1O ELECTION OF DIRECTOR: ROBERT L. WRIGHT Management For For
1P ELECTION OF DIRECTOR: TAKURO YOSHIDA Management For For
02 TO CONSIDER AND APPROVE THE FOLLOWING ADVISORY Management For For
(NON-BINDING) PROPOSAL: "RESOLVED, THAT THE
SHAREHOLDERS APPROVE THE OVERALL EXECUTIVE PAY-
FOR-PERFORMANCE COMPENSATION POLICIES AND
PROCEDURES EMPLOYED BY THE COMPANY, AS
DESCRIBED IN THE COMPENSATION DISCUSSION AND
ANALYSIS AND THE TABULAR DISCLOSURE REGARDING
NAMED EXECUTIVE OFFICER COMPENSATION IN THIS
PROXY STATEMENT."
03 RATIFICATION OF APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR THE YEAR ENDING DECEMBER 31,
2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 67
--------------------------------------------------------------------------------
THE YORK WATER COMPANY
SECURITY 987184108 MEETING TYPE Annual
TICKER SYMBOL YORW MEETING DATE 03-May-2010
ISIN US9871841089 AGENDA 933207486 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 WILLIAM T. MORRIS For For
2 JEFFREY S. OSMAN For For
3 CYNTHIA A. DOTZEL, CPA For For
02 ELIMINATE CUMULATIVE VOTING TO APPROVE AN Management Against Against
AMENDMENT OF OUR AMENDED AND RESTATED ARTICLES
OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING.
03 APPOINT PARENTEBEARD LLC AS AUDITORS TO RATIFY Management For For
THE APPOINTMENT OF PARENTEBEARD LLC AS AUDITORS.
--------------------------------------------------------------------------------
DISH NETWORK CORPORATION
SECURITY 25470M109 MEETING TYPE Annual
TICKER SYMBOL DISH MEETING DATE 03-May-2010
ISIN US25470M1099 AGENDA 933209276 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 JAMES DEFRANCO For For
2 CANTEY ERGEN For For
3 CHARLES W. ERGEN For For
4 STEVEN R. GOODBARN For For
5 GARY S. HOWARD For For
6 DAVID K. MOSKOWITZ For For
7 TOM A. ORTOLF For For
8 CARL E. VOGEL For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR ENDING DECEMBER 31, 2010.
--------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG
SECURITY 251566105 MEETING TYPE Annual
TICKER SYMBOL DT MEETING DATE 03-May-2010
ISIN US2515661054 AGENDA 933233861 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
02 RESOLUTION ON THE APPROPRIATION OF NET INCOME. Management For For
03 RESOLUTION ON THE APPROVAL OF THE ACTIONS OF THE Management For For
MEMBERS OF THE BOARD OF MANAGEMENT FOR THE 2009
FINANCIAL YEAR.
04 RESOLUTION ON THE APPROVAL OF THE ACTIONS OF DR. Management For For
KLAUS ZUMWINKEL, WHO RESIGNED FROM THE
SUPERVISORY BOARD, FOR THE 2008 FINANCIAL YEAR.
05 RESOLUTION ON THE APPROVAL OF THE ACTIONS OF THE Management For For
MEMBERS OF THE SUPERVISORY BOARD FOR THE 2009
FINANCIAL YEAR.
06 RESOLUTION ON THE APPROVAL OF THE NEW Management For For
REMUNERATION SYSTEM FOR BOARD OF MANAGEMENT
MEMBERS.
07 RESOLUTION ON THE APPOINTMENT OF THE Management For For
INDEPENDENT AUDITOR AND THE GROUP AUDITOR FOR
THE 2010 FINANCIAL YEAR AS WELL AS THE INDEPENDENT
AUDITOR TO REVIEW THE CONDENSED FINANCIAL
STATEMENTS AND THE INTERIM MANAGEMENT REPORT
PURSUANT TO SECTION 37W (5), SECTION 37Y NO.2 OF THE
WPHG (WERTPAPIERHANDELSGESETZ-GERMAN
SECURITIES TRADING ACT) IN THE 2010 FINANCIAL YEAR.
08 RESOLUTION ON THE AUTHORIZATION TO ACQUIRE Management For For
TREASURY SHARES AND USE THEM WITH POSSIBLE
EXCLUSION OF SUBSCRIPTION RIGHTS AND ANY RIGHT TO
OFFER SHARES AS WELL AS OF THE OPTION TO REDEEM
TREASURY SHARES, REDUCING THE CAPITAL STOCK.
09 ELECTION OF A SUPERVISORY BOARD MEMBER. Management For For
10 ELECTION OF A SUPERVISORY BOARD MEMBER. Management For For
11 RESOLUTION ON THE APPROVAL OF THE CONTROL AND Management For For
PROFIT AND LOSS TRANSFER AGREEMENT WITH ERSTE
DFMG DEUTSCHE FUNKTURM VERMOGENS-GMBH.
12 RESOLUTION ON THE APPROVAL OF THE CONTROL AND Management For For
PROFIT AND LOSS TRANSFER AGREEMENT WITH T-MOBILE
GLOBAL HOLDING NR. 2 GMBH.
13 AUTHORIZATION TO ISSUE BONDS WITH WARRANTS, Management For For
CONVERTIBLE BONDS, PROFIT PARTICIPATION RIGHTS
AND/OR PARTICIPATING BONDS (OR COMBINATIONS OF
THESE INSTRUMENTS) WITH THE OPTION OF EXCLUDING
SUBSCRIPTION RIGHTS, CREATION OF NEW CONTINGENT
CAPITAL WITH THE CANCELLATION OF THE CONTINGENT
CAPITAL PURSUANT TO SECTION 5 (5) OF THE ARTICLES
OF INCORPORATION AND CORRESPONDING AMENDMENT
TO SECTION 5 OF THE ARTICLES OF INCORPORATION
(CONTINGENT CAPITAL 2010).
14 RESOLUTION ON THE CHANGE TO SUPERVISORY BOARD Management For For
REMUNERATION AND RELATED AMENDMENT OF SECTION
13 OF THE ARTICLES OF INCORPORATION.
15 RESOLUTION ON THE AMENDMENT TO SECTION 2 OF THE Management For For
ARTICLES OF INCORPORATION.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 68
16 RESOLUTION ON THE AMENDMENT TO SECTION 14 OF THE Management For For
ARTICLES OF INCORPORATION.
17 RESOLUTION ON THE AMENDMENT TO SECTION 15 OF THE Management For For
ARTICLES OF INCORPORATION.
18 RESOLUTION ON THE AMENDMENT TO SECTION 16 OF THE Management For For
ARTICLES OF INCORPORATION TO ENABLE ONLINE
PARTICIPATION IN THE SHAREHOLDERS' MEETING.
19 RESOLUTION ON THE AMENDMENT TO SECTION 16 OF THE Management For For
ARTICLES OF INCORPORATION TO ENABLE A POSTAL
VOTE.
--------------------------------------------------------------------------------
GREAT PLAINS ENERGY INCORPORATED
SECURITY 391164100 MEETING TYPE Annual
TICKER SYMBOL GXP MEETING DATE 04-May-2010
ISIN US3911641005 AGENDA 933200076 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 D.L. BODDE For For
2 M.J. CHESSER For For
3 W.H. DOWNEY For For
4 R.C. FERGUSON, JR. For For
5 G.D. FORSEE For For
6 J.A. MITCHELL For For
7 W.C. NELSON For For
8 J.J. SHERMAN For For
9 L.H. TALBOTT For For
10 R.H. WEST For For
2 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS INDEPENDENT AUDITORS FOR 2010.
--------------------------------------------------------------------------------
THE HERSHEY COMPANY
SECURITY 427866108 MEETING TYPE Annual
TICKER SYMBOL HSY MEETING DATE 04-May-2010
ISIN US4278661081 AGENDA 933203337 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 P.M. ARWAY For For
2 R.F. CAVANAUGH For For
3 C.A. DAVIS For For
4 J.E. NEVELS For For
5 T.J. RIDGE For For
6 D.L. SHEDLARZ For For
7 D.J. WEST For For
8 L.S. ZIMMERMAN For For
02 RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS FOR 2010.
--------------------------------------------------------------------------------
THE TRAVELERS COMPANIES, INC.
SECURITY 89417E109 MEETING TYPE Annual
TICKER SYMBOL TRV MEETING DATE 04-May-2010
ISIN US89417E1091 AGENDA 933205115 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: ALAN L. BELLER Management For For
1B ELECTION OF DIRECTOR: JOHN H. DASBURG Management For For
1C ELECTION OF DIRECTOR: JANET M. DOLAN Management For For
1D ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Management For For
1E ELECTION OF DIRECTOR: JAY S. FISHMAN Management For For
1F ELECTION OF DIRECTOR: LAWRENCE G. GRAEV Management For For
1G ELECTION OF DIRECTOR: PATRICIA L. HIGGINS Management For For
1H ELECTION OF DIRECTOR: THOMAS R. HODGSON Management For For
1I ELECTION OF DIRECTOR: CLEVE L. KILLINGSWORTH, JR. Management For For
1J ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE Management For For
1K ELECTION OF DIRECTOR: DONALD J. SHEPARD Management For For
1L ELECTION OF DIRECTOR: LAURIE J. THOMSEN Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
TRAVELERS' INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 69
--------------------------------------------------------------------------------
BRISTOL-MYERS SQUIBB COMPANY
SECURITY 110122108 MEETING TYPE Annual
TICKER SYMBOL BMY MEETING DATE 04-May-2010
ISIN US1101221083 AGENDA 933210609 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: L. ANDREOTTI Management For For
1B ELECTION OF DIRECTOR: L.B. CAMPBELL Management For For
1C ELECTION OF DIRECTOR: J.M. CORNELIUS Management For For
1D ELECTION OF DIRECTOR: L.J. FREEH Management For For
1E ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D. Management For For
1F ELECTION OF DIRECTOR: M. GROBSTEIN Management For For
1G ELECTION OF DIRECTOR: L. JOHANSSON Management For For
1H ELECTION OF DIRECTOR: A.J. LACY Management For For
1I ELECTION OF DIRECTOR: V.L. SATO, PH.D. Management For For
1J ELECTION OF DIRECTOR: T.D. WEST, JR. Management For For
1K ELECTION OF DIRECTOR: R.S. WILLIAMS, M.D. Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 APPROVAL OF AMENDMENT TO CERTIFICATE OF Management For For
INCORPORATION - SPECIAL STOCKHOLDER MEETINGS.
04 APPROVAL OF AMENDMENT TO CERTIFICATE OF Management For For
INCORPORATION - SUPERMAJORITY VOTING PROVISION -
COMMON STOCK.
05 APPROVAL OF AMENDMENT TO CERTIFICATE OF Management For For
INCORPORATION - SUPERMAJORITY VOTING PROVISIONS -
PREFERRED STOCK.
06 EXECUTIVE COMPENSATION DISCLOSURE. Shareholder Against For
07 SHAREHOLDER ACTION BY WRITTEN CONSENT. Shareholder Against For
08 REPORT ON ANIMAL USE. Shareholder Against For
--------------------------------------------------------------------------------
ECHOSTAR CORPORATION
SECURITY 278768106 MEETING TYPE Annual
TICKER SYMBOL SATS MEETING DATE 04-May-2010
ISIN US2787681061 AGENDA 933210748 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 JOSEPH P. CLAYTON For For
2 R. STANTON DODGE For For
3 MICHAEL T. DUGAN For For
4 CHARLES W. ERGEN For For
5 DAVID K. MOSKOWITZ For For
6 TOM A. ORTOLF For For
7 C. MICHAEL SCHROEDER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR ENDING DECEMBER 31, 2010.
--------------------------------------------------------------------------------
PEABODY ENERGY CORPORATION
SECURITY 704549104 MEETING TYPE Annual
TICKER SYMBOL BTU MEETING DATE 04-May-2010
ISIN US7045491047 AGENDA 933211904 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 GREGORY H. BOYCE For For
2 WILLIAM A. COLEY For For
3 WILLIAM E. JAMES For For
4 ROBERT B. KARN III For For
5 M. FRANCES KEETH For For
6 HENRY E. LENTZ For For
7 ROBERT A. MALONE For For
8 WILLIAM C. RUSNACK For For
9 JOHN F. TURNER For For
10 ALAN H. WASHKOWITZ For For
2 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 70
--------------------------------------------------------------------------------
CINCINNATI BELL INC.
SECURITY 171871403 MEETING TYPE Annual
TICKER SYMBOL CBBPRB MEETING DATE 04-May-2010
ISIN US1718714033 AGENDA 933211928 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 BRUCE L. BYRNES For For
2 PHILLIP R. COX For For
3 JAKKI L. HAUSSLER For For
4 MARK LAZARUS For For
5 CRAIG F. MAIER For For
6 ALEX SHUMATE For For
7 LYNN A. WENTWORTH For For
8 JOHN M. ZRNO For For
02 THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM TO AUDIT THE FINANCIAL STATEMENTS
OF THE COMPANY FOR THE YEAR 2010.
--------------------------------------------------------------------------------
CONSOL ENERGY INC.
SECURITY 20854P109 MEETING TYPE Annual
TICKER SYMBOL CNX MEETING DATE 04-May-2010
ISIN US20854P1093 AGENDA 933224747 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 JOHN WHITMIRE For For
2 J. BRETT HARVEY For For
3 JAMES E. ALTMEYER, SR. For For
4 PHILIP W. BAXTER For For
5 WILLIAM E. DAVIS For For
6 RAJ K. GUPTA For For
7 PATRICIA A. HAMMICK For For
8 DAVID C. HARDESTY, JR. For For
9 JOHN T. MILLS For For
10 WILLIAM P. POWELL For For
11 JOSEPH T. WILLIAMS For For
02 RATIFICATION OF ANTICIPATED SELECTION OF Management For For
INDEPENDENT AUDITOR: ERNST & YOUNG LLP.
--------------------------------------------------------------------------------
THOMAS & BETTS CORPORATION
SECURITY 884315102 MEETING TYPE Annual
TICKER SYMBOL TNB MEETING DATE 05-May-2010
ISIN US8843151023 AGENDA 933200165 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 J.K. HAUSWALD For For
2 D. JERNIGAN For For
3 R.B. KALICH SR. For For
4 K.R. MASTERSON For For
5 D.J. PILEGGI For For
6 J.P. RICHARD For For
7 R.H. RIVERS For For
8 K.L. ROBERG For For
9 D.D. STEVENS For For
10 W.H. WALTRIP For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------
TECO ENERGY, INC.
SECURITY 872375100 MEETING TYPE Annual
TICKER SYMBOL TE MEETING DATE 05-May-2010
ISIN US8723751009 AGENDA 933201686 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: JOHN B. RAMIL Management For For
1B ELECTION OF DIRECTOR: TOM L. RANKIN Management For For
1C ELECTION OF DIRECTOR: WILLIAM D. ROCKFORD Management For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
OUR INDEPENDENT AUDITOR FOR 2010.
03 APPROVAL OF THE COMPANY'S 2010 EQUITY INCENTIVE Management For For
PLAN.
04 AMENDMENT OF THE COMPANY'S EQUAL EMPLOYMENT Shareholder Against For
OPPORTUNITY POLICY.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 71
--------------------------------------------------------------------------------
CME GROUP
SECURITY 12572Q105 MEETING TYPE Annual
TICKER SYMBOL CME MEETING DATE 05-May-2010
ISIN US12572Q1058 AGENDA 933210495 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 TERRENCE A. DUFFY For For
2 CHARLES P. CAREY For For
3 MARK E. CERMAK For For
4 MARTIN J. GEPSMAN For For
5 LEO MELAMED For For
6 JOSEPH NICIFORO For For
7 C.C. ODOM II For For
8 JOHN F. SANDNER For For
9 DENNIS A. SUSKIND For For
02 TO RATIFY ERNST & YOUNG LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------
PEPSICO, INC.
SECURITY 713448108 MEETING TYPE Annual
TICKER SYMBOL PEP MEETING DATE 05-May-2010
ISIN US7134481081 AGENDA 933213388 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: S.L. BROWN Management For For
1B ELECTION OF DIRECTOR: I.M. COOK Management For For
1C ELECTION OF DIRECTOR: D. DUBLON Management For For
1D ELECTION OF DIRECTOR: V.J. DZAU Management For For
1E ELECTION OF DIRECTOR: R.L. HUNT Management For For
1F ELECTION OF DIRECTOR: A. IBARGUEN Management For For
1G ELECTION OF DIRECTOR: A.C. MARTINEZ Management For For
1H ELECTION OF DIRECTOR: I.K. NOOYI Management For For
1I ELECTION OF DIRECTOR: S.P. ROCKEFELLER Management For For
1J ELECTION OF DIRECTOR: J.J. SCHIRO Management For For
1K ELECTION OF DIRECTOR: L.G. TROTTER Management For For
1L ELECTION OF DIRECTOR: D. VASELLA Management For For
02 APPROVAL OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTANTS.
03 APPROVAL OF AMENDMENT TO PEPSICO, INC. 2007 LONG- Management Against Against
TERM INCENTIVE PLAN.
04 SHAREHOLDER PROPOSAL - CHARITABLE CONTRIBUTIONS Shareholder Against For
REPORT (PROXY STATEMENT P. 67)
05 SHAREHOLDER PROPOSAL - RIGHT TO CALL SPECIAL Shareholder Against For
SHAREHOLDERS MEETING (PROXY STATEMENT P. 68)
06 SHAREHOLDER PROPOSAL - PUBLIC POLICY REPORT Shareholder Against For
(PROXY STATEMENT P. 70)
--------------------------------------------------------------------------------
HESS CORPORATION
SECURITY 42809H107 MEETING TYPE Annual
TICKER SYMBOL HES MEETING DATE 05-May-2010
ISIN US42809H1077 AGENDA 933214152 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 N.F. BRADY For For
2 G.P. HILL For For
3 T.H. KEAN For For
4 F.A. OLSON For For
2 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP Management For For
AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2010.
3 APPROVAL OF AMENDMENT TO 2008 LONG-TERM Management For For
INCENTIVE PLAN TO INCREASE SHARES AVAILABLE FOR
AWARD BY 8 MILLION SHARES.
4 STOCKHOLDER PROPOSAL REQUESTING THE COMPANY Shareholder Against For
TO PROVIDE A REPORT ON POLITICAL SPENDING AND
POLICIES.
--------------------------------------------------------------------------------
PENNICHUCK CORPORATION
SECURITY 708254206 MEETING TYPE Annual
TICKER SYMBOL PNNW MEETING DATE 05-May-2010
ISIN US7082542066 AGENDA 933218996 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 JOHN R. KREICK For For
2 DUANE C. MONTOPOLI For For
3 MARTHA E. O'NEILL For For
02 TO RATIFY THE APPOINTMENT OF PARENTEBEARD LLC AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31,
2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 72
--------------------------------------------------------------------------------
SOUTHERN UNION COMPANY
SECURITY 844030106 MEETING TYPE Annual
TICKER SYMBOL SUG MEETING DATE 05-May-2010
ISIN US8440301062 AGENDA 933223276 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 GEORGE L. LINDEMANN For For
2 ERIC D. HERSCHMANN For For
3 MICHAL BARZUZA For For
4 DAVID BRODSKY For For
5 FRANK W. DENIUS For For
6 KURT A. GITTER, M.D. For For
7 HERBERT H. JACOBI For For
8 THOMAS N. MCCARTER, III For For
9 GEORGE ROUNTREE, III For For
10 ALLAN D. SCHERER For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS SOUTHERN UNION'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2010.
03 TO APPROVE THE ADOPTION OF SOUTHERN UNION'S Management For For
SECOND AMENDED AND RESTATED EXECUTIVE INCENTIVE
BONUS PLAN.
--------------------------------------------------------------------------------
LUFKIN INDUSTRIES, INC.
SECURITY 549764108 MEETING TYPE Annual
TICKER SYMBOL LUFK MEETING DATE 05-May-2010
ISIN US5497641085 AGENDA 933228822 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 R.R. STEWART* For For
2 J.F. GLICK** For For
3 J.D. HOFMEISTER** For For
4 J.H. LOLLAR** For For
5 T.E. WIENER** For For
03 RATIFICATION OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2010.
--------------------------------------------------------------------------------
BROOKFIELD ASSET MANAGEMENT INC.
SECURITY 112585104 MEETING TYPE Annual
TICKER SYMBOL BAM MEETING DATE 05-May-2010
ISIN CA1125851040 AGENDA 933228959 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 MARCEL R. COUTU For For
2 MAUREEN KEMPSTON DARKES For For
3 LANCE LIEBMAN For For
4 G. WALLACE F. MCCAIN For For
5 FRANK J. MCKENNA For For
6 JACK M. MINTZ For For
7 PATRICIA M. NEWSON For For
8 JAMES A. PATTISON For For
02 THE APPOINTMENT OF THE EXTERNAL AUDITOR AND Management For For
AUTHORIZING THE DIRECTORS TO SET ITS
REMUNERATION.
--------------------------------------------------------------------------------
TELUS CORPORATION
SECURITY 87971M202 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL TU MEETING DATE 05-May-2010
ISIN CA87971M2022 AGENDA 933236350 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 APPROVE THE RATIFICATION AND CONFIRMATION OF THE Management Against Against
SHAREHOLDER RIGHTS PLAN.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 73
--------------------------------------------------------------------------------
SOUTHWEST GAS CORPORATION
SECURITY 844895102 MEETING TYPE Annual
TICKER SYMBOL SWX MEETING DATE 06-May-2010
ISIN US8448951025 AGENDA 933203820 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 ROBERT L. BOUGHNER For For
2 THOMAS E. CHESTNUT For For
3 STEPHEN C. COMER For For
4 RICHARD M. GARDNER For For
5 LEROY C. HANNEMAN, JR. For For
6 JAMES J. KROPID For For
7 MICHAEL O. MAFFIE For For
8 ANNE L. MARIUCCI For For
9 MICHAEL J. MELARKEY For For
10 JEFFREY W. SHAW For For
11 THOMAS A. THOMAS For For
12 TERRENCE L. WRIGHT For For
2 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR FISCAL YEAR 2010.
--------------------------------------------------------------------------------
SUNOCO,INC.
SECURITY 86764P109 MEETING TYPE Annual
TICKER SYMBOL SUN MEETING DATE 06-May-2010
ISIN US86764P1093 AGENDA 933206028 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 G.W. EDWARDS For For
2 L.L. ELSENHANS For For
3 U.O. FAIRBAIRN For For
4 R.B. GRECO For For
5 J.P. JONES, III For For
6 J.G. KAISER For For
7 J.W. ROWE For For
8 J.K. WULFF For For
2 APPROVAL OF THE SUNOCO, INC. SENIOR EXECUTIVE Management For For
INCENTIVE PLAN.
3 APPROVAL OF THE SUNOCO, INC. LONG-TERM Management For For
PERFORMANCE ENHANCEMENT PLAN III.
4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR 2010.
--------------------------------------------------------------------------------
DUKE ENERGY CORPORATION
SECURITY 26441C105 MEETING TYPE Annual
TICKER SYMBOL DUK MEETING DATE 06-May-2010
ISIN US26441C1053 AGENDA 933207347 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 WILLIAM BARNET, III For For
2 G. ALEX BERNHARDT, SR. For For
3 MICHAEL G. BROWNING For For
4 DANIEL R. DIMICCO For For
5 JOHN H. FORSGREN For For
6 ANN MAYNARD GRAY For For
7 JAMES H. HANCE, JR. For For
8 E. JAMES REINSCH For For
9 JAMES T. RHODES For For
10 JAMES E. ROGERS For For
11 PHILIP R. SHARP For For
02 APPROVAL OF THE DUKE ENERGY CORPORATION 2010 Management Against Against
LONG-TERM INCENTIVE PLAN
03 RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE Management For For
ENERGY CORPORATION'S INDEPENDENT PUBLIC
ACCOUNTANT FOR 2010
04 SHAREHOLDER PROPOSAL RELATING TO PREPARATION Shareholder Against For
OF A REPORT ON DUKE ENERGY GLOBAL WARMING-
RELATED LOBBYING ACTIVITIES
05 SHAREHOLDER PROPOSAL RELATING TO MAJORITY Shareholder Against For
VOTING FOR THE ELECTION OF DIRECTORS
06 SHAREHOLDER PROPOSAL REGARDING THE RETENTION Shareholder Against For
OF EQUITY COMPENSATION BY SENIOR EXECUTIVES
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 74
--------------------------------------------------------------------------------
NSTAR
SECURITY 67019E107 MEETING TYPE Annual
TICKER SYMBOL NST MEETING DATE 06-May-2010
ISIN US67019E1073 AGENDA 933207880 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: GARY L. COUNTRYMAN Management For For
1B ELECTION OF DIRECTOR: JAMES S. DISTASIO Management For For
1C ELECTION OF DIRECTOR: THOMAS J. MAY Management For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
2010.
--------------------------------------------------------------------------------
ORMAT TECHNOLOGIES, INC.
SECURITY 686688102 MEETING TYPE Annual
TICKER SYMBOL ORA MEETING DATE 06-May-2010
ISIN US6866881021 AGENDA 933209593 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 LUCIEN BRONICKI For For
2 DAN FALK For For
2 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR ITS FISCAL YEAR
ENDING DECEMBER 31, 2010
--------------------------------------------------------------------------------
OWENS-ILLINOIS, INC.
SECURITY 690768403 MEETING TYPE Annual
TICKER SYMBOL OI MEETING DATE 06-May-2010
ISIN US6907684038 AGENDA 933212021 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 JAY L. GELDMACHER For For
2 ALBERT P.L. STROUCKEN For For
3 DENNIS K. WILLIAMS For For
4 THOMAS L. YOUNG For For
02 RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
--------------------------------------------------------------------------------
AVON PRODUCTS, INC.
SECURITY 054303102 MEETING TYPE Annual
TICKER SYMBOL AVP MEETING DATE 06-May-2010
ISIN US0543031027 AGENDA 933212083 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 W. DON CORNWELL For For
2 V. ANN HAILEY For For
3 FRED HASSAN For For
4 ANDREA JUNG For For
5 MARIA ELENA LAGOMASINO For For
6 ANN S. MOORE For For
7 PAUL S. PRESSLER For For
8 GARY M. RODKIN For For
9 PAULA STERN For For
10 LAWRENCE A. WEINBACH For For
2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
3 APPROVAL OF 2010 STOCK INCENTIVE PLAN. Management Against Against
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 75
--------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
SECURITY 92343V104 MEETING TYPE Annual
TICKER SYMBOL VZ MEETING DATE 06-May-2010
ISIN US92343V1044 AGENDA 933212451 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: RICHARD L. CARRION Management For For
1B ELECTION OF DIRECTOR: M. FRANCES KEETH Management For For
1C ELECTION OF DIRECTOR: ROBERT W. LANE Management For For
1D ELECTION OF DIRECTOR: SANDRA O. MOOSE Management For For
1E ELECTION OF DIRECTOR: JOSEPH NEUBAUER Management For For
1F ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Management For For
1G ELECTION OF DIRECTOR: THOMAS H. O'BRIEN Management For For
1H ELECTION OF DIRECTOR: CLARENCE OTIS, JR. Management For For
1I ELECTION OF DIRECTOR: HUGH B. PRICE Management For For
1J ELECTION OF DIRECTOR: IVAN G. SEIDENBERG Management For For
1K ELECTION OF DIRECTOR: RODNEY E. SLATER Management For For
1L ELECTION OF DIRECTOR: JOHN W. SNOW Management For For
1M ELECTION OF DIRECTOR: JOHN R. STAFFORD Management For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION Management For For
04 PROHIBIT GRANTING STOCK OPTIONS Shareholder Against For
05 GENDER IDENTITY NON-DISCRIMINATION POLICY Shareholder Against For
06 PERFORMANCE STOCK UNIT PERFORMANCE THRESHOLDS Shareholder Against For
07 SHAREHOLDER RIGHT TO CALL A SPECIAL MEETING Shareholder Against For
08 ADOPT AND DISCLOSE SUCCESSION PLANNING POLICY Shareholder Against For
09 SHAREHOLDER APPROVAL OF BENEFITS PAID AFTER Shareholder Against For
DEATH
10 EXECUTIVE STOCK RETENTION REQUIREMENTS Shareholder Against For
--------------------------------------------------------------------------------
MUELLER INDUSTRIES, INC.
SECURITY 624756102 MEETING TYPE Annual
TICKER SYMBOL MLI MEETING DATE 06-May-2010
ISIN US6247561029 AGENDA 933212487 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 ALEXANDER P. FEDERBUSH For For
2 PAUL J. FLAHERTY For For
3 GENNARO J. FULVIO For For
4 GARY S. GLADSTEIN For For
5 SCOTT J. GOLDMAN For For
6 TERRY HERMANSON For For
7 HARVEY L. KARP For For
02 APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS OF THE COMPANY.
--------------------------------------------------------------------------------
WISCONSIN ENERGY CORPORATION
SECURITY 976657106 MEETING TYPE Annual
TICKER SYMBOL WEC MEETING DATE 06-May-2010
ISIN US9766571064 AGENDA 933213415 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 JOHN F BERGSTROM For For
2 BARBARA L BOWLES For For
3 PATRICIA W CHADWICK For For
4 ROBERT A CORNOG For For
5 CURT S CULVER For For
6 THOMAS J FISCHER For For
7 GALE E KLAPPA For For
8 ULICE PAYNE JR For For
9 FREDERICK P STRATTON JR For For
2 RATIFICATION OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT AUDITORS FOR 2010.
--------------------------------------------------------------------------------
APACHE CORPORATION
SECURITY 037411105 MEETING TYPE Annual
TICKER SYMBOL APA MEETING DATE 06-May-2010
ISIN US0374111054 AGENDA 933215065 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 ELECTION OF DIRECTOR: EUGENE C. FIEDOREK Management For For
02 ELECTION OF DIRECTOR: PATRICIA ALBJERG GRAHAM Management For For
03 ELECTION OF DIRECTOR: F.H. MERELLI Management For For
04 RATIFICATION OF ERNST & YOUNG AS APACHE'S Management For For
INDEPENDENT AUDITORS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 76
--------------------------------------------------------------------------------
KANSAS CITY SOUTHERN
SECURITY 485170302 MEETING TYPE Annual
TICKER SYMBOL KSU MEETING DATE 06-May-2010
ISIN US4851703029 AGENDA 933216966 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 LU M. CORDOVA For For
2 TERRENCE P. DUNN For For
3 ANTONIO O. GARZA, JR. For For
4 DAVID L. STARLING For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF Management For For
KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
--------------------------------------------------------------------------------
BCE INC.
SECURITY 05534B760 MEETING TYPE Annual
TICKER SYMBOL BCE MEETING DATE 06-May-2010
ISIN CA05534B7604 AGENDA 933223505 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 B.K. ALLEN For For
2 A. BERARD For For
3 R.A. BRENNEMAN For For
4 S. BROCHU For For
5 R.E. BROWN For For
6 G.A. COPE For For
7 A.S. FELL For For
8 D. SOBLE KAUFMAN For For
9 B.M. LEVITT For For
10 E.C. LUMLEY For For
11 T.C. O'NEILL For For
12 P.R. WEISS For For
02 DELOITTE & TOUCHE LLP AS AUDITORS Management For For
03 RESOLVED, ON AN ADVISORY BASIS AND NOT TO DIMINISH Management For For
THE ROLE AND RESPONSIBILITIES OF THE BOARD OF
DIRECTORS, THAT THE SHAREHOLDERS ACCEPT THE
APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN
THE 2010 MANAGEMENT PROXY CIRCULAR DATED MARCH
11, 2010 DELIVERED IN ADVANCE OF THE 2010 ANNUAL
GENERAL MEETING OF SHAREHOLDERS OF BCE.
--------------------------------------------------------------------------------
VEOLIA ENVIRONNEMENT, PARIS
SECURITY F9686M107 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 07-May-2010
ISIN FR0000124141 AGENDA 702371965 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 683938 DUE TO ADDITION OF-RESOLUTION. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card dir-ectly to the sub custodian. Please contact your
Client Service Representative-to obtain the necessary card,
account details and directions. The followin-g applies to Non-
Resident Shareowners: Proxy Cards: Voting instructions will-be
forwarded to the Global Custodians that have become Registered
Intermediar-ies, on the Vote Deadline Date. In capacity as
Registered Intermediary, the Gl-obal Custodian will sign the Proxy
Card and forward to the local custodian. If-you are unsure whether
your Global Custodian acts as Registered Intermediary,-please
contact your representative
PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY CLI-CKING ON THE
MATERIAL URL LINK: https://balo.journal-
officiel.gouv.fr/pdf/2010-/0331/201003311000941.pdf
o.1 Approve the reports and financial statements for the FY 2009 Management For For
o.2 Approve the consolidated financial statements for the FY 2009 Management For For
o.3 Approve the expenditures and non tax-deductible expenses Management For For
pursuant to Article 39-4 of the General Tax Code
o.4 Approve the allocation of income and date of payment of the Management For For
dividend
o.5 Approve the option for the payment of the dividend in shares Management For For
o.6 Approve the regulated agreements and undertakings [out of Management For For
agreements and undertakings relating to Corporate Officers]
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 77
o.7 Approve the regulated agreements and undertakings [out of Management For For
Agreements and Undertakings relating to Corporate Officers]
o.8 Approve the undertaking pursuant to Article L. 225-42-1 of the Management For For
Commercial Code relating to a Corporate Officer
o.9 Approve the renewal of Mr. Daniel Bouton's term as a Board Management For For
Member
o.10 Approve the renewal of Mr. Jean-Fran ois Dehecq's term as a Management For For
Board Member
o.11 Approve the renewal of Mr. Paul-Louis Girardot's term as a Board Management For For
Member
o.12 Ratify the co-optation of Mrs. Esther Koplowitz as a Board Management For For
Member and renewal of her term as a Board Member
o.13 Approve the renewal of Mr. Serge Michel's term as a Board Management For For
Member
o.14 Approve the renewal of Mr. Georges Ralli's term as a Board Management For For
Member
o.15 Appointment of Groupe Industriel Marcel Dassault as a Board Management For For
Member
o.16 Appointment of Mr. Antoine Frerot as a Board Member Management For For
o.17 Authorize the Board of Directors to operate on the shares of the Management For For
Company
e.18 Authorize the Board of Directors to decide on the share capital Management For For
increase by issuing shares and/or securities, with preferential
subscription rights, giving access to the capital of the Company
and/or issuance of securities entitling to the allotment of debt
securities
e.19 Authorize the Board of Directors to decide on the share capital Management For For
increase by issuing shares and/or securities, without preferential
subscription rights, giving access to the capital of the Company
and/or issuance of securities entitling to the allotment of debt
securities by way of public offer
e.20 Authorize the Board of Directors to decide on the share capital Management For For
increase by issuing shares and/or securities, without preferential
subscription rights, giving access to the capital of the Company
and/or issuance of securities entitling to the allotment of debt
securities by private investment pursuant to Article L.411-2,II of
the Monetary and Financial Code
e.21 Approve the possibility to issue shares or securities giving access, Management For For
without preferential subscription rights, as remuneration for the
contribution in kind concerning the equity securities or securities
giving access to the capital
e.22 Authorize the Board of Directors to decide on the share capital Management For For
increase by incorporation of premiums, reserves, profits or others
e.23 Authorize the Board of Directors to increase the number of Management For For
securities to be issued in the event of capital increase with or
without preferential subscription rights
e.24 Authorize the Board of Directors to decide on the share capital Management For For
increase by issuing shares or securities giving access to the
capital reserved to the Members of Saving Plans with cancellation
of preferential subscription rights in favor of the latter
e.25 Authorize the Board of Directors to increase the share capital with Management For For
cancellation of preferential subscription rights of the shareholders
in favor of a category of beneficiaries
e.26 Authorize the Board of Directors to grant options to subscribe or Management For For
purchase shares benefiting on the one hand, employees of the
Company and on the other hand employees and Corporate
Officers of Companies or groups associated to the Company in
accordance with Article L. 225-180 of the Commercial Code
e.27 Authorize the Board of Directors to reduce the share capital by Management For For
cancellation of treasury shares
e.28 Authorize the Board of Directors to decide, during a period of Management For For
public offer, on the issuance of warrants to subscribe on
preferential terms, to shares of the Company, including free
allocation to all the shareholders of the Company
e.29 Approve the ability for the Board of Directors to appoint censors Management For For
and to carry out consequential amendment of the statutes
o.e30 Grant powers to accomplish the formalities Management For For
o.31 Appoint Qatari Diar Real estate Investment Company as the Management For For
Board Member
--------------------------------------------------------------------------------
ST. JUDE MEDICAL, INC.
SECURITY 790849103 MEETING TYPE Annual
TICKER SYMBOL STJ MEETING DATE 07-May-2010
ISIN US7908491035 AGENDA 933208541 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: STUART M. ESSIG Management For For
1B ELECTION OF DIRECTOR: BARBARA B. HILL Management For For
1C ELECTION OF DIRECTOR: MICHAEL A. ROCCA Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
03 TO CONSIDER AND ACT UPON A SHAREHOLDER PROPOSAL Shareholder Against For
REGARDING SUSTAINABILITY REPORTING.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 78
--------------------------------------------------------------------------------
AMERICAN WATER WORKS COMPANY, INC.
SECURITY 030420103 MEETING TYPE Annual
TICKER SYMBOL AWK MEETING DATE 07-May-2010
ISIN US0304201033 AGENDA 933213299 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 STEPHEN P. ADIK For For
2 DONALD L. CORRELL For For
3 MARTHA CLARK GOSS For For
4 JULIE A. DOBSON For For
5 RICHARD R. GRIGG For For
6 JULIA L. JOHNSON For For
7 GEORGE MACKENZIE For For
8 WILLIAM J. MARRAZZO For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2010.
--------------------------------------------------------------------------------
UNISOURCE ENERGY CORPORATION
SECURITY 909205106 MEETING TYPE Annual
TICKER SYMBOL UNS MEETING DATE 07-May-2010
ISIN US9092051062 AGENDA 933215089 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: PAUL J. BONAVIA Management For For
1B ELECTION OF DIRECTOR: LAWRENCE J. ALDRICH Management For For
1C ELECTION OF DIRECTOR: BARBARA M. BAUMANN Management For For
1D ELECTION OF DIRECTOR: LARRY W. BICKLE Management For For
1E ELECTION OF DIRECTOR: HAROLD W. BURLINGAME Management For For
1F ELECTION OF DIRECTOR: ROBERT A. ELLIOTT Management For For
1G ELECTION OF DIRECTOR: DANIEL W.L. FESSLER Management For For
1H ELECTION OF DIRECTOR: LOUISE L. FRANCESCONI Management For For
1I ELECTION OF DIRECTOR: WARREN Y. JOBE Management For For
1J ELECTION OF DIRECTOR: RAMIRO G. PERU Management For For
1K ELECTION OF DIRECTOR: GREGORY A. PIVIROTTO Management For For
1L ELECTION OF DIRECTOR: JOAQUIN RUIZ Management For For
02 RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR, Management For For
PRICEWATERHOUSECOOPERS, LLP, FOR THE FISCAL YEAR
2010.
--------------------------------------------------------------------------------
CIRCOR INTERNATIONAL, INC.
SECURITY 17273K109 MEETING TYPE Annual
TICKER SYMBOL CIR MEETING DATE 07-May-2010
ISIN US17273K1097 AGENDA 933216081 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 JEROME D. BRADY For For
2 PETER M. WILVER For For
2 TO APPROVE THE MATERIAL TERMS OF THE Management For For
PERFORMANCE GOALS UNDER THE COMPANY'S AMENDED
AND RESTATED 1999 STOCK OPTION AND INCENTIVE PLAN
FOR THE PURPOSES OF COMPENSATION DEDUCTIBILITY
UNDER INTERNAL REVENUE CODE SECTION 162 (M).
3 TO RATIFY THE AUDIT COMMITTEE OF THE BOARD OF Management For For
DIRECTOR'S SELECTION OF GRANT THORNTON LLP AS
THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2010.
--------------------------------------------------------------------------------
OCCIDENTAL PETROLEUM CORPORATION
SECURITY 674599105 MEETING TYPE Annual
TICKER SYMBOL OXY MEETING DATE 07-May-2010
ISIN US6745991058 AGENDA 933224761 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: SPENCER ABRAHAM Management For For
1B ELECTION OF DIRECTOR: JOHN S. CHALSTY Management For For
1C ELECTION OF DIRECTOR: STEPHEN I. CHAZEN Management For For
1D ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN Management For For
1E ELECTION OF DIRECTOR: JOHN E. FEICK Management For For
1F ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 79
1G ELECTION OF DIRECTOR: RAY R. IRANI Management For For
1H ELECTION OF DIRECTOR: IRVIN W. MALONEY Management For For
1I ELECTION OF DIRECTOR: AVEDICK B. POLADIAN Management For For
1J ELECTION OF DIRECTOR: RODOLFO SEGOVIA Management For For
1K ELECTION OF DIRECTOR: AZIZ D. SYRIANI Management For For
1L ELECTION OF DIRECTOR: ROSEMARY TOMICH Management For For
1M ELECTION OF DIRECTOR: WALTER L. WEISMAN Management For For
02 RATIFICATION OF SELECTION OF KPMG AS INDEPENDENT Management For For
AUDITORS.
03 RE-APPROVAL OF PERFORMANCE GOALS UNDER Management For For
INCENTIVE PLAN PURSUANT TO TAX DEDUCTION RULES.
04 ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION Management For For
PHILOSOPHY AND PRACTICE.
05 ELIMINATION OF COMPENSATION OVER $500,000 PER Shareholder Against For
YEAR.
06 POLICY TO SEPARATE CHAIRMAN AND CHIEF EXECUTIVE Shareholder Against For
OFFICER ROLES.
07 PERCENTAGE OF STOCKHOLDER OWNERSHIP REQUIRED Shareholder Against For
TO CALL SPECIAL MEETING OF STOCKHOLDERS.
08 REPORT ON ASSESSMENT OF HOST COUNTRY LAWS. Shareholder Against For
09 DIRECTOR ELECTION BY MAJORITY STOCKHOLDER VOTE. Shareholder Against For
10 REPORT ON INCREASING INHERENT SECURITY OF Shareholder Against For
CHEMICAL FACILITIES.
11 POLICY ON ACCELERATED VESTING IN EVENT OF CHANGE Shareholder Against For
IN CONTROL.
--------------------------------------------------------------------------------
OCEANEERING INTERNATIONAL, INC.
SECURITY 675232102 MEETING TYPE Annual
TICKER SYMBOL OII MEETING DATE 07-May-2010
ISIN US6752321025 AGENDA 933226967 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 DAVID S. HOOKER For For
2 HARRIS J. PAPPAS For For
02 PROPOSAL TO APPROVE THE 2010 INCENTIVE PLAN OF Management For For
OCEANEERING INTERNATIONAL, INC.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2010.
--------------------------------------------------------------------------------
WATSON PHARMACEUTICALS, INC.
SECURITY 942683103 MEETING TYPE Annual
TICKER SYMBOL WPI MEETING DATE 07-May-2010
ISIN US9426831031 AGENDA 933233063 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: PAUL M. BISARO Management For For
1B ELECTION OF DIRECTOR: CHRISTOPHER W. BODINE Management For For
1C ELECTION OF DIRECTOR: MICHEL J. FELDMAN Management For For
1D ELECTION OF DIRECTOR: FRED G. WEISS Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2010
FISCAL YEAR.
--------------------------------------------------------------------------------
INTERNATIONAL PAPER COMPANY
SECURITY 460146103 MEETING TYPE Annual
TICKER SYMBOL IP MEETING DATE 10-May-2010
ISIN US4601461035 AGENDA 933230524 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: DAVID J. BRONCZEK Management For For
1B ELECTION OF DIRECTOR: LYNN LAVERTY ELSENHANS Management For For
1C ELECTION OF DIRECTOR: JOHN V. FARACI Management For For
1D ELECTION OF DIRECTOR: STACEY J. MOBLEY Management For For
1E ELECTION OF DIRECTOR: JOHN L. TOWNSEND, III Management For For
1F ELECTION OF DIRECTOR: WILLIAM G. WALTER Management For For
1G ELECTION OF DIRECTOR: J. STEVEN WHISLER Management For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
03 AMEND ARTICLE I OF THE COMPANY'S BY-LAWS Management For For
REGARDING SPECIAL SHAREOWNERS MEETINGS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 80
--------------------------------------------------------------------------------
HAWAIIAN ELECTRIC INDUSTRIES, INC.
SECURITY 419870100 MEETING TYPE Annual
TICKER SYMBOL HE MEETING DATE 11-May-2010
ISIN US4198701009 AGENDA 933201698 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 THOMAS B. FARGO For For
2 KELVIN H. TAKETA For For
3 JEFFREY N. WATANABE For For
2 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS HEI'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
3 APPROVE THE 2010 EQUITY AND INCENTIVE PLAN. Management For For
--------------------------------------------------------------------------------
WASTE MANAGEMENT, INC.
SECURITY 94106L109 MEETING TYPE Annual
TICKER SYMBOL WM MEETING DATE 11-May-2010
ISIN US94106L1098 AGENDA 933208705 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: PASTORA SAN JUAN CAFFERTY Management For For
1B ELECTION OF DIRECTOR: FRANK M. CLARK, JR. Management For For
1C ELECTION OF DIRECTOR: PATRICK W. GROSS Management For For
1D ELECTION OF DIRECTOR: JOHN C. POPE Management For For
1E ELECTION OF DIRECTOR: W. ROBERT REUM Management For For
1F ELECTION OF DIRECTOR: STEVEN G. ROTHMEIER Management For For
1G ELECTION OF DIRECTOR: DAVID P. STEINER Management For For
1H ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
03 PROPOSAL TO AMEND THE COMPANY'S SECOND Management For For
RESTATED CERTIFICATE OF INCORPORATION TO
ELIMINATE THE SUPERMAJORITY STOCKHOLDER VOTING
PROVISIONS.
04 PROPOSAL RELATING TO DISCLOSURE OF POLITICAL Shareholder Against For
CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE
MEETING.
05 PROPOSAL RELATING TO THE RIGHT OF STOCKHOLDERS Shareholder Against For
TO CALL SPECIAL STOCKHOLDER MEETINGS, IF PROPERLY
PRESENTED AT THE MEETING.
--------------------------------------------------------------------------------
ALLETE, INC.
SECURITY 018522300 MEETING TYPE Annual
TICKER SYMBOL ALE MEETING DATE 11-May-2010
ISIN US0185223007 AGENDA 933210697 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 BREKKEN For For
2 DINDO For For
3 EDDINS For For
4 EMERY For For
5 HAINES For For
6 HODNIK For For
7 HOOLIHAN For For
8 LUDLOW For For
9 NEVE For For
10 RODMAN For For
11 SHIPPAR For For
12 STENDER For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS ALLETE'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
3 APPROVAL OF AN AMENDMENT TO ALLETE'S AMENDED Management For For
AND RESTATED ARTICLES OF INCORPORATION TO
CHANGE THE VOTE REQUIRED FOR THE ELECTION OF
DIRECTORS AND A CORRESPONDING AMENDMENT TO
ALLETE'S BYLAWS.
4 RE-APPROVAL OF THE MATERIAL TERMS OF THE Management For For
PERFORMANCE GOALS UNDER THE ALLETE EXECUTIVE
LONG-TERM INCENTIVE COMPENSATION PLAN.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 81
--------------------------------------------------------------------------------
ITT CORPORATION
SECURITY 450911102 MEETING TYPE Annual
TICKER SYMBOL ITT MEETING DATE 11-May-2010
ISIN US4509111021 AGENDA 933215053 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 STEVEN R. LORANGER For For
2 CURTIS J. CRAWFORD For For
3 CHRISTINA A. GOLD For For
4 RALPH F. HAKE For For
5 JOHN J. HAMRE For For
6 PAUL J. KERN For For
7 FRANK T. MACINNIS For For
8 SURYA N. MOHAPATRA For For
9 LINDA S. SANFORD For For
10 MARKOS I. TAMBAKERAS For For
2 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS ITT'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
3 TO VOTE ON A SHAREHOLDER PROPOSAL, REQUESTING Shareholder Against For
THE COMPANY PROVIDE A COMPREHENSIVE REPORT OF
THE COMPANY'S MILITARY SALES TO FOREIGN
GOVERNMENTS, IF PROPERLY PRESENTED AT THE
MEETING.
4 TO VOTE ON A SHAREHOLDER PROPOSAL, AMENDING THE Shareholder Against For
COMPANY'S BY-LAWS TO ALLOW SHAREOWNERS TO CALL
SPECIAL SHAREOWNER MEETINGS, IF PROPERLY
PRESENTED AT THE MEETING.
--------------------------------------------------------------------------------
ARTIO GLOBAL INVESTORS
SECURITY 04315B107 MEETING TYPE Annual
TICKER SYMBOL ART MEETING DATE 11-May-2010
ISIN US04315B1070 AGENDA 933216651 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: DUANE R. KULLBERG Management For For
02 THE RATIFICATION OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2010.
--------------------------------------------------------------------------------
SPRINT NEXTEL CORPORATION
SECURITY 852061100 MEETING TYPE Annual
TICKER SYMBOL S MEETING DATE 11-May-2010
ISIN US8520611000 AGENDA 933216764 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: ROBERT R. BENNETT Management For For
1B ELECTION OF DIRECTOR: GORDON M. BETHUNE Management For For
1C ELECTION OF DIRECTOR: LARRY C. GLASSCOCK Management For For
1D ELECTION OF DIRECTOR: JAMES H. HANCE, JR. Management For For
1E ELECTION OF DIRECTOR: DANIEL R. HESSE Management For For
1F ELECTION OF DIRECTOR: V. JANET HILL Management For For
1G ELECTION OF DIRECTOR: FRANK IANNA Management For For
1H ELECTION OF DIRECTOR: SVEN-CHRISTER NILSSON Management For For
1I ELECTION OF DIRECTOR: WILLIAM R. NUTI Management For For
1J ELECTION OF DIRECTOR: RODNEY O'NEAL Management For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
SPRINT NEXTEL FOR 2010.
03 TO APPROVE AN AMENDMENT TO THE 2007 OMNIBUS Management Against Against
INCENTIVE PLAN, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
04 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
POLITICAL CONTRIBUTIONS.
05 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.
06 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
SHAREHOLDERS' ABILITY TO ACT BY WRITTEN CONSENT.
--------------------------------------------------------------------------------
BOSTON SCIENTIFIC CORPORATION
SECURITY 101137107 MEETING TYPE Annual
TICKER SYMBOL BSX MEETING DATE 11-May-2010
ISIN US1011371077 AGENDA 933218302 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: JOHN E. ABELE Management For For
1B ELECTION OF DIRECTOR: KATHARINE T. BARTLETT Management For For
1C ELECTION OF DIRECTOR: BRUCE L. BYRNES Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 82
1D ELECTION OF DIRECTOR: NELDA J. CONNORS Management For For
1E ELECTION OF DIRECTOR: J. RAYMOND ELLIOTT Management For For
1F ELECTION OF DIRECTOR: MARYE ANNE FOX Management For For
1G ELECTION OF DIRECTOR: RAY J. GROVES Management For For
1H ELECTION OF DIRECTOR: ERNEST MARIO Management For For
1I ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Management For For
1J ELECTION OF DIRECTOR: PETE M. NICHOLAS Management For For
1K ELECTION OF DIRECTOR: UWE E. REINHARDT Management For For
1L ELECTION OF DIRECTOR: JOHN E. SUNUNU Management For For
02 TO RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
BOSTON SCIENTIFIC CORPORATION'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
03 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY Management For For
COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
--------------------------------------------------------------------------------
NISOURCE INC.
SECURITY 65473P105 MEETING TYPE Annual
TICKER SYMBOL NI MEETING DATE 11-May-2010
ISIN US65473P1057 AGENDA 933219621 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
I1 ELECTION OF DIRECTOR: RICHARD A. ABDOO Management For For
I2 ELECTION OF DIRECTOR: STEVEN C. BEERING Management For For
I3 ELECTION OF DIRECTOR: DENNIS E. FOSTER Management For For
I4 ELECTION OF DIRECTOR: MICHAEL E. JESANIS Management For For
I5 ELECTION OF DIRECTOR: MARTY R. KITTRELL Management For For
I6 ELECTION OF DIRECTOR: W. LEE NUTTER Management For For
I7 ELECTION OF DIRECTOR: DEBORAH S. PARKER Management For For
I8 ELECTION OF DIRECTOR: IAN M. ROLLAND Management For For
I9 ELECTION OF DIRECTOR: ROBERT C. SKAGGS, JR. Management For For
I10 ELECTION OF DIRECTOR: RICHARD L. THOMPSON Management For For
I11 ELECTION OF DIRECTOR: CAROLYN Y. WOO Management For For
II TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS.
III TO AMEND THE BY-LAWS TO GIVE STOCKHOLDERS THE Management For For
POWER TO CALL SPECIAL MEETINGS OF STOCKHOLDERS.
IV TO APPROVE THE NISOURCE INC. 2010 OMNIBUS Management Against Against
INCENTIVE PLAN.
V TO CONSIDER A STOCKHOLDER PROPOSAL REGARDING A Shareholder Against For
THREE-YEAR POST-TERMINATION STOCK RETENTION
POLICY FOR SENIOR EXECUTIVES.
--------------------------------------------------------------------------------
MEAD JOHNSON NUTRITION COMPANY
SECURITY 582839106 MEETING TYPE Annual
TICKER SYMBOL MJN MEETING DATE 11-May-2010
ISIN US5828391061 AGENDA 933237338 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 STEPHEN W. GOLSBY For For
2 DR.STEVEN M. ALTSCHULER For For
3 HOWARD B. BERNICK For For
4 JAMES M. CORNELIUS For For
5 PETER G. RATCLIFFE For For
6 DR. ELLIOTT SIGAL For For
7 ROBERT S. SINGER For For
8 KIMBERLY A. CASIANO For For
9 ANNA C. CATALANO For For
02 APPROVAL OF MEAD JOHNSON NUTRITION COMPANY 2009 Management For For
AMENDED AND RESTATED STOCK AWARD AND INCENTIVE
PLAN.
03 THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM (INDEPENDENT
AUDITORS) IN 2010.
--------------------------------------------------------------------------------
PINNACLE ENTERTAINMENT, INC.
SECURITY 723456109 MEETING TYPE Contested-Annual
TICKER SYMBOL PNK MEETING DATE 11-May-2010
ISIN US7234561097 AGENDA 933248696 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: STEPHEN C. COMER Management For For
1B ELECTION OF DIRECTOR: JOHN V. GIOVENCO Management For For
1C ELECTION OF DIRECTOR: RICHARD J. GOEGLEIN Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 83
1D ELECTION OF DIRECTOR: ELLIS LANDAU Management For For
1E ELECTION OF DIRECTOR: BRUCE A. LESLIE Management For For
1F ELECTION OF DIRECTOR: JAMES L. MARTINEAU Management For For
1G ELECTION OF DIRECTOR: MICHAEL ORNEST Management For For
1H ELECTION OF DIRECTOR: LYNN P. REITNOUER Management For For
1I ELECTION OF DIRECTOR: ANTHONY M. SANFILIPPO Management For For
02 PROPOSAL TO AMEND THE COMPANY'S 2005 EQUITY AND Management Against Against
PERFORMANCE INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR THE 2010 FISCAL YEAR.
THE BOARD OF DIRECTORS RECOMMENDS TO VOTE
"AGAINST" PROPOSAL 4.
04 STOCKHOLDER PROPOSAL FOR AN ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------
QWEST COMMUNICATIONS INTERNATIONAL INC.
SECURITY 749121109 MEETING TYPE Annual
TICKER SYMBOL Q MEETING DATE 12-May-2010
ISIN US7491211097 AGENDA 933215457 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: EDWARD A. MUELLER Management For For
1B ELECTION OF DIRECTOR: CHARLES L. BIGGS Management For For
1C ELECTION OF DIRECTOR: K. DANE BROOKSHER Management For For
1D ELECTION OF DIRECTOR: PETER S. HELLMAN Management For For
1E ELECTION OF DIRECTOR: R. DAVID HOOVER Management For For
1F ELECTION OF DIRECTOR: PATRICK J. MARTIN Management For For
1G ELECTION OF DIRECTOR: CAROLINE MATTHEWS Management For For
1H ELECTION OF DIRECTOR: WAYNE W. MURDY Management For For
1I ELECTION OF DIRECTOR: JAN L. MURLEY Management For For
1J ELECTION OF DIRECTOR: MICHAEL J. ROBERTS Management For For
1K ELECTION OF DIRECTOR: JAMES A. UNRUH Management For For
1L ELECTION OF DIRECTOR: ANTHONY WELTERS Management For For
02 THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2010.
03 THE APPROVAL OF AN AMENDMENT TO OUR EMPLOYEE Management For For
STOCK PURCHASE PLAN, OR ESPP.
04 A STOCKHOLDER PROPOSAL REQUESTING THAT OUR Shareholder Against For
BOARD ADOPT A POLICY LIMITING THE CIRCUMSTANCES
UNDER WHICH PERFORMANCE SHARES GRANTED TO
EXECUTIVES WILL VEST AND BECOME PAYABLE.
05 A STOCKHOLDER PROPOSAL URGING OUR BOARD TO Shareholder Against For
ADOPT A POLICY THAT STOCKHOLDERS HAVE THE
OPPORTUNITY AT EACH ANNUAL MEETING TO VOTE ON AN
ADVISORY RESOLUTION PROPOSED BY MANAGEMENT TO
APPROVE CERTAIN COMPENSATION OF OUR EXECUTIVES.
06 A STOCKHOLDER PROPOSAL REQUESTING THAT OUR Shareholder Against For
BOARD ESTABLISH A POLICY OF SEPARATING THE ROLES
OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER WHENEVER
POSSIBLE.
07 A STOCKHOLDER PROPOSAL REQUESTING THAT OUR Shareholder Against For
BOARD AMEND OUR BYLAWS TO ALLOW 10% OR GREATER
STOCKHOLDERS TO CALL SPECIAL MEETINGS OF
STOCKHOLDERS.
--------------------------------------------------------------------------------
CAMERON INTERNATIONAL CORPORATION
SECURITY 13342B105 MEETING TYPE Annual
TICKER SYMBOL CAM MEETING DATE 12-May-2010
ISIN US13342B1052 AGENDA 933217401 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: MICHAEL E. PATRICK Management For For
1B ELECTION OF DIRECTOR: JON ERIK REINHARDSEN Management For For
1C ELECTION OF DIRECTOR: BRUCE W. WILKINSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS FOR 2010.
--------------------------------------------------------------------------------
SEMPRA ENERGY
SECURITY 816851109 MEETING TYPE Annual
TICKER SYMBOL SRE MEETING DATE 12-May-2010
ISIN US8168511090 AGENDA 933218489 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: JAMES G. BROCKSMITH JR. Management For For
1B ELECTION OF DIRECTOR: DONALD E. FELSINGER Management For For
1C ELECTION OF DIRECTOR: WILFORD D. GODBOLD JR. Management For For
1D ELECTION OF DIRECTOR: WILLIAM D. JONES Management For For
1E ELECTION OF DIRECTOR: WILLIAM G. OUCHI Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 84
1F ELECTION OF DIRECTOR: CARLOS RUIZ Management For For
1G ELECTION OF DIRECTOR: WILLIAM C. RUSNACK Management For For
1H ELECTION OF DIRECTOR: WILLIAM P. RUTLEDGE Management For For
1I ELECTION OF DIRECTOR: LYNN SCHENK Management For For
1J ELECTION OF DIRECTOR: NEAL E. SCHMALE Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM.
03 SHAREHOLDER PROPOSAL FOR AN ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------
CONOCOPHILLIPS
SECURITY 20825C104 MEETING TYPE Annual
TICKER SYMBOL COP MEETING DATE 12-May-2010
ISIN US20825C1045 AGENDA 933218617 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: RICHARD L. ARMITAGE Management For For
1B ELECTION OF DIRECTOR: RICHARD H. AUCHINLECK Management For For
1C ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. Management For For
1D ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Management For For
1E ELECTION OF DIRECTOR: RUTH R. HARKIN Management For For
1F ELECTION OF DIRECTOR: HAROLD W. MCGRAW III Management For For
1G ELECTION OF DIRECTOR: JAMES J. MULVA Management For For
1H ELECTION OF DIRECTOR: ROBERT A. NIBLOCK Management For For
1I ELECTION OF DIRECTOR: HARALD J. NORVIK Management For For
1J ELECTION OF DIRECTOR: WILLIAM K. REILLY Management For For
1K ELECTION OF DIRECTOR: BOBBY S. SHACKOULS Management For For
1L ELECTION OF DIRECTOR: VICTORIA J. TSCHINKEL Management For For
1M ELECTION OF DIRECTOR: KATHRYN C. TURNER Management For For
1N ELECTION OF DIRECTOR: WILLIAM E. WADE, JR. Management For For
02 PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2010.
03 BOARD RISK MANAGEMENT OVERSIGHT Shareholder Against For
04 GREENHOUSE GAS REDUCTION Shareholder Against For
05 OIL SANDS DRILLING Shareholder Against For
06 LOUISIANA WETLANDS Shareholder Against For
07 FINANCIAL RISKS OF CLIMATE CHANGE Shareholder Against For
08 TOXIC POLLUTION REPORT Shareholder Against For
09 GENDER EXPRESSION NON-DISCRIMINATION Shareholder Against For
10 POLITICAL CONTRIBUTIONS Shareholder Against For
--------------------------------------------------------------------------------
PROGRESS ENERGY, INC.
SECURITY 743263105 MEETING TYPE Annual
TICKER SYMBOL PGN MEETING DATE 12-May-2010
ISIN US7432631056 AGENDA 933218631 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: J. BAKER Management For For
1B ELECTION OF DIRECTOR: J. BOSTIC Management For For
1C ELECTION OF DIRECTOR: H. DELOACH Management For For
1D ELECTION OF DIRECTOR: J. HYLER Management For For
1E ELECTION OF DIRECTOR: W. JOHNSON Management For For
1F ELECTION OF DIRECTOR: R. JONES Management For For
1G ELECTION OF DIRECTOR: W. JONES Management For For
1H ELECTION OF DIRECTOR: M. MARTINEZ Management For For
1I ELECTION OF DIRECTOR: E. MCKEE Management For For
1J ELECTION OF DIRECTOR: J. MULLIN Management For For
1K ELECTION OF DIRECTOR: C. PRYOR Management For For
1L ELECTION OF DIRECTOR: C. SALADRIGAS Management For For
1M ELECTION OF DIRECTOR: T. STONE Management For For
1N ELECTION OF DIRECTOR: A. TOLLISON Management For For
02 RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE Management For For
LLP AS PROGRESS ENERGY, INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 ADOPTION OF A "HOLD-INTO-RETIREMENT" POLICY FOR Shareholder Against For
EQUITY AWARDS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 85
--------------------------------------------------------------------------------
MURPHY OIL CORPORATION
SECURITY 626717102 MEETING TYPE Annual
TICKER SYMBOL MUR MEETING DATE 12-May-2010
ISIN US6267171022 AGENDA 933219025 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 F.W. BLUE For For
2 C.P. DEMING For For
3 R.A. HERMES For For
4 J.V. KELLEY For For
5 R.M. MURPHY For For
6 W.C. NOLAN, JR. For For
7 N.E. SCHMALE For For
8 D.J.H. SMITH For For
9 C.G. THEUS For For
10 D.M. WOOD For For
02 APPROVE THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------
CVS CAREMARK CORPORATION
SECURITY 126650100 MEETING TYPE Annual
TICKER SYMBOL CVS MEETING DATE 12-May-2010
ISIN US1266501006 AGENDA 933219152 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: EDWIN M. BANKS Management For For
1B ELECTION OF DIRECTOR: C. DAVID BROWN II Management For For
1C ELECTION OF DIRECTOR: DAVID W. DORMAN Management For For
1D ELECTION OF DIRECTOR: KRISTEN GIBNEY WILLIAMS Management For For
1E ELECTION OF DIRECTOR: MARIAN L. HEARD Management For For
1F ELECTION OF DIRECTOR: WILLIAM H. JOYCE Management For For
1G ELECTION OF DIRECTOR: JEAN-PIERRE MILLON Management For For
1H ELECTION OF DIRECTOR: TERRENCE MURRAY Management For For
1I ELECTION OF DIRECTOR: C.A. LANCE PICCOLO Management For For
1J ELECTION OF DIRECTOR: SHELI Z. ROSENBERG Management For For
1K ELECTION OF DIRECTOR: THOMAS M. RYAN Management For For
1L ELECTION OF DIRECTOR: RICHARD J. SWIFT Management For For
2 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2010
FISCAL YEAR.
03 PROPOSAL TO ADOPT THE COMPANY'S 2010 INCENTIVE Management Against Against
COMPENSATION PLAN.
04 PROPOSAL TO ADOPT AN AMENDMENT TO THE Management For For
COMPANY'S CHARTER TO ALLOW STOCKHOLDERS TO
CALL SPECIAL MEETINGS.
05 STOCKHOLDER PROPOSAL REGARDING A REPORT ON Shareholder Against For
POLITICAL CONTRIBUTIONS AND EXPENDITURES.
06 STOCKHOLDER PROPOSAL REGARDING PRINCIPLES TO Shareholder Against For
STOP GLOBAL WARMING.
--------------------------------------------------------------------------------
PHILIP MORRIS INTERNATIONAL INC.
SECURITY 718172109 MEETING TYPE Annual
TICKER SYMBOL PM MEETING DATE 12-May-2010
ISIN US7181721090 AGENDA 933223240 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: HAROLD BROWN Management For For
1B ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA Management For For
1C ELECTION OF DIRECTOR: LOUIS C. CAMILLERI Management For For
1D ELECTION OF DIRECTOR: J. DUDLEY FISHBURN Management For For
1E ELECTION OF DIRECTOR: JENNIFER LI Management For For
1F ELECTION OF DIRECTOR: GRAHAM MACKAY Management For For
1G ELECTION OF DIRECTOR: SERGIO MARCHIONNE Management For For
1H ELECTION OF DIRECTOR: LUCIO A. NOTO Management For For
1I ELECTION OF DIRECTOR: CARLOS SLIM HELU Management For For
1J ELECTION OF DIRECTOR: STEPHEN M. WOLF Management For For
02 RATIFICATION OF THE SELECTION OF INDEPENDENT Management For For
AUDITORS
03 STOCKHOLDER PROPOSAL 1 - FOOD INSECURITY AND Shareholder Against For
TOBACCO USE
04 STOCKHOLDER PROPOSAL 2 - CREATE HUMAN RIGHTS Shareholder Against For
PROTOCOLS FOR THE COMPANY AND ITS SUPPLIERS
--------------------------------------------------------------------------------
EASTMAN KODAK COMPANY
SECURITY 277461109 MEETING TYPE Annual
TICKER SYMBOL EK MEETING DATE 12-May-2010
ISIN US2774611097 AGENDA 933223327 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: RICHARD S. BRADDOCK Management For For
1B ELECTION OF DIRECTOR: HERALD Y. CHEN Management For For
1C ELECTION OF DIRECTOR: ADAM H. CLAMMER Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 86
1D ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE Management For For
1E ELECTION OF DIRECTOR: MICHAEL J. HAWLEY Management For For
1F ELECTION OF DIRECTOR: WILLIAM H. HERNANDEZ Management For For
1G ELECTION OF DIRECTOR: DOUGLAS R. LEBDA Management For For
1H ELECTION OF DIRECTOR: DEBRA L. LEE Management For For
1I ELECTION OF DIRECTOR: DELANO E. LEWIS Management For For
1J ELECTION OF DIRECTOR: WILLIAM G. PARRETT Management For For
1K ELECTION OF DIRECTOR: ANTONIO M. PEREZ Management For For
1L ELECTION OF DIRECTOR: JOEL SELIGMAN Management For For
1M ELECTION OF DIRECTOR: DENNIS F. STRIGL Management For For
1N ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Management For For
2 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
3 APPROVAL OF AMENDMENTS TO, AND RE-APPROVAL OF Management For For
THE MATERIALS TERMS OF, THE 2005 OMNIBUS LONG-
TERM COMPENSATION PLAN.
4 APPROVAL OF AMENDMENT TO, AND RE-APPROVAL OF Management For For
THE MATERIAL TERMS OF, THE EXECUTIVE
COMPENSATION FOR EXCELLENCE AND LEADERSHIP
(EXCEL) PLAN
--------------------------------------------------------------------------------
BG GROUP PLC
SECURITY 055434203 MEETING TYPE Annual
TICKER SYMBOL BRGYY MEETING DATE 12-May-2010
ISIN US0554342032 AGENDA 933241161 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 ANNUAL REPORT AND ACCOUNTS Management For For
02 REMUNERATION REPORT Management For For
03 DECLARATION OF DIVIDEND Management For For
04 ELECTION OF MARK SELIGMAN Management For For
05 RE-ELECTION OF PETER BACKHOUSE Management For For
06 RE-ELECTION OF LORD SHARMAN Management For For
07 RE-ELECTION OF PHILIPPE VARIN Management For For
08 RE-APPOINTMENT OF AUDITORS Management For For
09 REMUNERATION OF AUDITORS Management For For
10 POLITICAL DONATIONS Management For For
11 AUTHORITY TO ALLOT SHARES Management For For
S12 DISAPPLICATION OF PRE-EMPTION RIGHTS Management For For
S13 AUTHORITY TO MAKE MARKET PURCHASES OF OWN Management For For
SHARES
S14 NOTICE PERIODS FOR GENERAL MEETINGS Management For For
S15 ADOPTION OF NEW ARTICLES OF ASSOCIATION Management For For
--------------------------------------------------------------------------------
THE DOW CHEMICAL COMPANY
SECURITY 260543103 MEETING TYPE Annual
TICKER SYMBOL DOW MEETING DATE 13-May-2010
ISIN US2605431038 AGENDA 933218706 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: ARNOLD A. ALLEMANG Management For For
1B ELECTION OF DIRECTOR: JACQUELINE K. BARTON Management For For
1C ELECTION OF DIRECTOR: JAMES A. BELL Management For For
1D ELECTION OF DIRECTOR: JEFF M. FETTIG Management For For
1E ELECTION OF DIRECTOR: BARBARA H. FRANKLIN Management For For
1F ELECTION OF DIRECTOR: JOHN B. HESS Management For For
1G ELECTION OF DIRECTOR: ANDREW N. LIVERIS Management For For
1H ELECTION OF DIRECTOR: PAUL POLMAN Management For For
1I ELECTION OF DIRECTOR: DENNIS H. REILLEY Management For For
1J ELECTION OF DIRECTOR: JAMES M. RINGLER Management For For
1K ELECTION OF DIRECTOR: RUTH G. SHAW Management For For
1L ELECTION OF DIRECTOR: PAUL G. STERN Management For For
02 RATIFICATION OF THE APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 AMENDMENT OF THE RESTATED CERTIFICATE OF Management For For
INCORPORATION REGARDING SPECIAL STOCKHOLDER
MEETINGS.
04 STOCKHOLDER PROPOSAL ON ENVIRONMENTAL Shareholder Against For
REMEDIATION IN THE MIDLAND AREA.
05 STOCKHOLDER PROPOSAL ON EXECUTIVE STOCK Shareholder Against For
RETENTION.
06 STOCKHOLDER PROPOSAL ON EXECUTIVE Shareholder Against For
COMPENSATION.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 87
--------------------------------------------------------------------------------
SLM CORPORATION
SECURITY 78442P106 MEETING TYPE Annual
TICKER SYMBOL SLM MEETING DATE 13-May-2010
ISIN US78442P1066 AGENDA 933221133 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: ANN TORRE BATES Management For For
1B ELECTION OF DIRECTOR: WILLIAM M. DIEFENDERFER, III Management For For
1C ELECTION OF DIRECTOR: DIANE SUITT GILLELAND Management For For
1D ELECTION OF DIRECTOR: EARL A. GOODE Management For For
1E ELECTION OF DIRECTOR: RONALD F. HUNT Management For For
1F ELECTION OF DIRECTOR: ALBERT L. LORD Management For For
1G ELECTION OF DIRECTOR: MICHAEL E. MARTIN Management For For
1H ELECTION OF DIRECTOR: BARRY A. MUNITZ Management For For
1I ELECTION OF DIRECTOR: HOWARD H. NEWMAN Management For For
1J ELECTION OF DIRECTOR: A. ALEXANDER PORTER, JR. Management For For
1K ELECTION OF DIRECTOR: FRANK C. PULEO Management For For
1L ELECTION OF DIRECTOR: WOLFGANG SCHOELLKOPF Management For For
1M ELECTION OF DIRECTOR: STEVEN L. SHAPIRO Management For For
1N ELECTION OF DIRECTOR: J. TERRY STRANGE Management For For
1O ELECTION OF DIRECTOR: ANTHONY P. TERRACCIANO Management For For
1P ELECTION OF DIRECTOR: BARRY L. WILLIAMS Management For For
02 APPROVAL OF AN AMENDMENT TO EQUITY PLANS FOR AN Management Against Against
OPTION EXCHANGE PROGRAM.
03 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------
AVISTA CORP.
SECURITY 05379B107 MEETING TYPE Annual
TICKER SYMBOL AVA MEETING DATE 13-May-2010
ISIN US05379B1070 AGENDA 933222680 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: ERIK J. ANDERSON Management For For
1B ELECTION OF DIRECTOR: KRISTIANNE BLAKE Management For For
1C ELECTION OF DIRECTOR: MICHAEL L. NOEL Management For For
1D ELECTION OF DIRECTOR: REBECCA A. KLEIN Management For For
1E ELECTION OF DIRECTOR: MARC F. RACICOT Management For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 APPROVAL TO INCREASE THE NUMBER OF SHARES Management For For
RESERVED FOR ISSUANCE UNDER THE COMPANY'S LONG-
TERM INCENTIVE PLAN.
04 CONSIDERATION OF A SHAREHOLDER PROPOSAL TO Shareholder For
REQUEST THE BOARD TO TAKE THE STEPS NECESSARY
TO ELIMINATE CLASSIFICATION OF TERMS OF THE BOARD
OF DIRECTORS TO REQUIRE THAT ALL DIRECTORS STAND
FOR ELECTION ANNUALLY.
--------------------------------------------------------------------------------
INTEGRYS ENERGY GROUP INC
SECURITY 45822P105 MEETING TYPE Annual
TICKER SYMBOL TEG MEETING DATE 13-May-2010
ISIN US45822P1057 AGENDA 933223389 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 KEITH E. BAILEY For For
2 P. SAN JUAN CAFFERTY For For
3 ELLEN CARNAHAN For For
4 K.M. HASSELBLAD-PASCALE For For
5 JOHN W. HIGGINS For For
6 JAMES L. KEMERLING For For
7 MICHAEL E. LAVIN For For
8 WILLIAM F. PROTZ, JR. For For
9 CHARLES A. SCHROCK For For
02 APPROVE THE INTEGRYS ENERGY GROUP 2010 OMNIBUS Management Against Against
INCENTIVE COMPENSATION PLAN.
03 RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR INTEGRYS ENERGY GROUP AND ITS
SUBSIDIARIES FOR 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 88
--------------------------------------------------------------------------------
AQUA AMERICA, INC.
SECURITY 03836W103 MEETING TYPE Annual
TICKER SYMBOL WTR MEETING DATE 13-May-2010
ISIN US03836W1036 AGENDA 933228098 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 RICHARD L. SMOOT For For
2 WILLIAM P. HANKOWSKY For For
3 ANDREW J. SORDONI, III For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR THE 2010 FISCAL YEAR. THE BOARD OF
DIRECTORS RECOMMENDS YOU VOTE "AGAINST" THE
FOLLOWING PROPOSAL
03 SHAREHOLDER PROPOSAL REGARDING THE Shareholder Against For
PREPARATION AND PUBLICATION OF A SUSTAINABILITY
REPORT.
--------------------------------------------------------------------------------
LADBROKES PLC
SECURITY G5337D107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 14-May-2010
ISIN GB00B0ZSH635 AGENDA 702296016 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 Receive and adopt the reports and accounts for 2009 Management For For
2 Appointment of S. Bailey as a Director Management For For
3 Appointment of D.M. Shapland as a Director Management For For
4 Re-appointment of P. Erskine as a Director Management For For
5 Re-appointment of R.J. Ames as a Director Management For For
6 Re-appointment of J.P. O'Reilly as a Director Management For For
7 Re-appointment of B.G. Wallace as a Director Management For For
8 Re-appointment of J.F. Jarvis as a Director Management For For
9 Re-appointment of C.J. Rodrigues as a Director Management For For
10 Re-appointment of C.P. Wicks as a Director Management For For
11 Re-appoint Ernst & Young LLP as the Auditor and authorize the Management For For
Directors to agree the Auditor's remuneration
12 Approve the remuneration report Management For For
13 Grant authority for political donations and expenditure Management For For
S.14 Authorize the Company to purchase its own shares Management For For
15 Authorize the Directors to allot shares Management For For
S.16 Approve to disapply Section 561 1 of the Companies Act 2006 Management For For
S.17 Grant authority for the calling of general meetings excluding Management For For
AGM's by notice of at least 14 clear days
S.18 Adopt new Articles of Association Management For For
--------------------------------------------------------------------------------
LADBROKES PLC
SECURITY G5337D107 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 14-May-2010
ISIN GB00B0ZSH635 AGENDA 702375797 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1. Adopt the Ladbrokes plc Growth Plan (the "Plan"), the main Management For For
features of which are summarized in the Appendix of the Circular
to shareholders dated 20 APR 2010 and the draft rules of which
have been produced to the meeting and signed by the Chairman
of the meeting for the purposes of identification; and authorize
each of the Directors of the Company to do all such acts and
things as he/she may consider necessary or expedient to carry
into effect the Plan
--------------------------------------------------------------------------------
TRANSOCEAN, LTD.
SECURITY H8817H100 MEETING TYPE Annual
TICKER SYMBOL RIG MEETING DATE 14-May-2010
ISIN CH0048265513 AGENDA 933218338 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 APPROVAL OF THE 2009 ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN
LTD. FOR FISCAL YEAR 2009.
02 DISCHARGE OF THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS & EXECUTIVE OFFICERS FROM LIABILITY FOR
ACTIVITIES DURING FISCAL YEAR 2009.
03 APPROPRIATION OF AVAILABLE EARNINGS FOR FISCAL Management For For
YEAR 2009 TO BE CARRIED FORWARD.
04 CHANGE OF THE COMPANY'S PLACE OF INCORPORATION Management For For
IN SWITZERLAND.
05 RENEWAL OF THE COMPANY'S AUTHORIZED SHARE Management For For
CAPITAL.
06 DISTRIBUTION TO SHAREHOLDERS IN THE FORM OF A PAR Management For For
VALUE REDUCTION.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 89
07 AMENDMENTS TO THE ARTICLES OF ASSOCIATION TO Management For For
REFLECT THE SWISS FEDERAL ACT ON INTERMEDIATED
SECURITIES.
8A ELECTION OF DIRECTOR: STEVEN L. NEWMAN. Management For For
8B REELECTION OF DIRECTOR: THOMAS W. CASON. Management For For
8C REELECTION OF DIRECTOR: ROBERT M. SPRAGUE. Management For For
8D REELECTION OF DIRECTOR: J. MICHAEL TALBERT. Management For For
8E REELECTION OF DIRECTOR: JOHN L. WHITMIRE. Management For For
09 APPOINTMENT OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2010.
--------------------------------------------------------------------------------
CONNECTICUT WATER SERVICE, INC.
SECURITY 207797101 MEETING TYPE Annual
TICKER SYMBOL CTWS MEETING DATE 14-May-2010
ISIN US2077971016 AGENDA 933218415 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 HEATHER HUNT For For
2 ARTHUR C. REEDS For For
3 ERIC W. THORNBURG For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP, INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS, AS INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,
2010.
--------------------------------------------------------------------------------
MACY'S INC.
SECURITY 55616P104 MEETING TYPE Annual
TICKER SYMBOL M MEETING DATE 14-May-2010
ISIN US55616P1049 AGENDA 933235221 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 STEPHEN F. BOLLENBACH For For
2 DEIRDRE P. CONNELLY For For
3 MEYER FELDBERG For For
4 SARA LEVINSON For For
5 TERRY J. LUNDGREN For For
6 JOSEPH NEUBAUER For For
7 JOSEPH A. PICHLER For For
8 JOYCE M. ROCHE For For
9 CRAIG E. WEATHERUP For For
10 MARNA C. WHITTINGTON For For
02 THE PROPOSED RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS MACY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JANUARY 29, 2011.
03 THE PROPOSED APPROVAL OF AN AMENDMENT AND Management For For
RESTATEMENT OF THE COMPANY'S CERTIFICATE OF
INCORPORATION.
04 A SHAREHOLDER PROPOSAL REGARDING MAJORITY Shareholder Against For
VOTING IN DIRECTOR ELECTIONS.
--------------------------------------------------------------------------------
TRANSOCEAN, LTD.
SECURITY H8817H100 MEETING TYPE Annual
TICKER SYMBOL RIG MEETING DATE 14-May-2010
ISIN CH0048265513 AGENDA 933265868 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 APPROVAL OF THE 2009 ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN
LTD. FOR FISCAL YEAR 2009.
02 DISCHARGE OF THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS & EXECUTIVE OFFICERS FROM LIABILITY FOR
ACTIVITIES DURING FISCAL YEAR 2009.
03 APPROPRIATION OF AVAILABLE EARNINGS FOR FISCAL Management For For
YEAR 2009 TO BE CARRIED FORWARD.
04 CHANGE OF THE COMPANY'S PLACE OF INCORPORATION Management For For
IN SWITZERLAND.
05 RENEWAL OF THE COMPANY'S AUTHORIZED SHARE Management For For
CAPITAL.
06 DISTRIBUTION TO SHAREHOLDERS IN THE FORM OF A PAR Management For For
VALUE REDUCTION.
07 AMENDMENTS TO THE ARTICLES OF ASSOCIATION TO Management For For
REFLECT THE SWISS FEDERAL ACT ON INTERMEDIATED
SECURITIES.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 90
8A ELECTION OF DIRECTOR: STEVEN L. NEWMAN. Management For For
8B REELECTION OF DIRECTOR: THOMAS W. CASON. Management For For
8C REELECTION OF DIRECTOR: ROBERT M. SPRAGUE. Management For For
8D REELECTION OF DIRECTOR: J. MICHAEL TALBERT. Management For For
8E REELECTION OF DIRECTOR: JOHN L. WHITMIRE. Management For For
09 APPOINTMENT OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2010.
--------------------------------------------------------------------------------
CONSOLIDATED EDISON, INC.
SECURITY 209115104 MEETING TYPE Annual
TICKER SYMBOL ED MEETING DATE 17-May-2010
ISIN US2091151041 AGENDA 933228086 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: K. BURKE Management For For
1B ELECTION OF DIRECTOR: V.A. CALARCO Management For For
1C ELECTION OF DIRECTOR: G. CAMPBELL, JR. Management For For
1D ELECTION OF DIRECTOR: G.J. DAVIS Management For For
1E ELECTION OF DIRECTOR: M.J. DEL GIUDICE Management For For
1F ELECTION OF DIRECTOR: E.V. FUTTER Management For For
1G ELECTION OF DIRECTOR: J.F. HENNESSY III Management For For
1H ELECTION OF DIRECTOR: S. HERNANDEZ Management For For
1I ELECTION OF DIRECTOR: J.F. KILLIAN Management For For
1J ELECTION OF DIRECTOR: E.R. MCGRATH Management For For
1K ELECTION OF DIRECTOR: M.W. RANGER Management For For
1L ELECTION OF DIRECTOR: L.F. SUTHERLAND Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
ACCOUNTANTS.
03 ADDITIONAL COMPENSATION INFORMATION. Shareholder Against For
--------------------------------------------------------------------------------
KRAFT FOODS INC.
SECURITY 50075N104 MEETING TYPE Annual
TICKER SYMBOL KFT MEETING DATE 18-May-2010
ISIN US50075N1046 AGENDA 933205331 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: AJAYPAL S. BANGA Management For For
1B ELECTION OF DIRECTOR: MYRA M. HART Management For For
1C ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For
1D ELECTION OF DIRECTOR: MARK D. KETCHUM Management For For
1E ELECTION OF DIRECTOR: RICHARD A. LERNER, M.D. Management For For
1F ELECTION OF DIRECTOR: MACKEY J. MCDONALD Management For For
1G ELECTION OF DIRECTOR: JOHN C. POPE Management For For
1H ELECTION OF DIRECTOR: FREDRIC G. REYNOLDS Management For For
1I ELECTION OF DIRECTOR: IRENE B. ROSENFELD Management For For
1J ELECTION OF DIRECTOR: J.F. VAN BOXMEER Management For For
1K ELECTION OF DIRECTOR: DEBORAH C. WRIGHT Management For For
1L ELECTION OF DIRECTOR: FRANK G. ZARB Management For For
2 RATIFICATION OF THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,
2010.
3 SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER Shareholder Against For
ACTION BY WRITTEN CONSENT.
--------------------------------------------------------------------------------
MGE ENERGY, INC.
SECURITY 55277P104 MEETING TYPE Annual
TICKER SYMBOL MGEE MEETING DATE 18-May-2010
ISIN US55277P1049 AGENDA 933214102 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 F. CURTIS HASTINGS For For
2 JAMES L. POSSIN For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP FOR Management For For
2010
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 91
--------------------------------------------------------------------------------
INVESCO LTD
SECURITY G491BT108 MEETING TYPE Annual
TICKER SYMBOL IVZ MEETING DATE 18-May-2010
ISIN BMG491BT1088 AGENDA 933221753 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: JOSEPH R. CANION Management For For
1B ELECTION OF DIRECTOR: EDWARD P. LAWRENCE Management For For
1C ELECTION OF DIRECTOR: JAMES I. ROBERTSON Management For For
1D ELECTION OF DIRECTOR: PHOEBE A. WOOD Management For For
2 TO APPOINT ERNST & YOUNG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010
--------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
SECURITY 46625H100 MEETING TYPE Annual
TICKER SYMBOL JPM MEETING DATE 18-May-2010
ISIN US46625H1005 AGENDA 933226501 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1B ELECTION OF DIRECTOR: STEPHEN B. BURKE Management For For
1C ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1D ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1E ELECTION OF DIRECTOR: JAMES DIMON Management For For
1F ELECTION OF DIRECTOR: ELLEN V. FUTTER Management For For
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY, III Management For For
1H ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. Management For For
1I ELECTION OF DIRECTOR: DAVID C. NOVAK Management For For
1J ELECTION OF DIRECTOR: LEE R. RAYMOND Management For For
1K ELECTION OF DIRECTOR: WILLIAM C. WELDON Management For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management For For
04 POLITICAL NON-PARTISANSHIP Shareholder Against For
05 SPECIAL SHAREOWNER MEETINGS Shareholder Against For
06 COLLATERAL IN OVER THE COUNTER DERIVATIVES Shareholder Against For
TRADING
07 SHAREHOLDER ACTION BY WRITTEN CONSENT Shareholder Against For
08 INDEPENDENT CHAIRMAN Shareholder Against For
09 PAY DISPARITY Shareholder Against For
10 SHARE RETENTION Shareholder Against For
--------------------------------------------------------------------------------
DOMINION RESOURCES, INC.
SECURITY 25746U109 MEETING TYPE Annual
TICKER SYMBOL D MEETING DATE 18-May-2010
ISIN US25746U1097 AGENDA 933226828 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: WILLIAM P. BARR Management For For
1B ELECTION OF DIRECTOR: PETER W. BROWN Management For For
1C ELECTION OF DIRECTOR: GEORGE A. DAVIDSON, JR. Management For For
1D ELECTION OF DIRECTOR: THOMAS F. FARRELL II Management For For
1E ELECTION OF DIRECTOR: JOHN W. HARRIS Management For For
1F ELECTION OF DIRECTOR: ROBERT S. JEPSON, JR. Management For For
1G ELECTION OF DIRECTOR: MARK J. KINGTON Management For For
1H ELECTION OF DIRECTOR: MARGARET A. MCKENNA Management For For
1I ELECTION OF DIRECTOR: FRANK S. ROYAL Management For For
1J ELECTION OF DIRECTOR: ROBERT H. SPILMAN, JR. Management For For
1K ELECTION OF DIRECTOR: DAVID A. WOLLARD Management For For
02 RATIFICATION OF APPOINTMENT OF THE INDEPENDENT Management For For
AUDITORS FOR 2010
03 AMENDMENT TO ARTICLES OF INCORPORATION RELATED Management For For
TO VOTING PROVISIONS
04 AMENDMENTS TO BYLAWS RELATED TO VOTING Management For For
PROVISIONS
05 AMENDMENTS TO ARTICLES RELATED TO SETTING THE Management For For
SIZE OF THE BOARD
06 AMENDMENT TO ARTICLES RELATED TO REMOVAL OF A Management For For
DIRECTOR FOR CAUSE
07 AMENDMENT TO ARTICLES CLARIFYING CERTAIN Management For For
SHAREHOLDER MEETING PROVISIONS
08 20% RENEWABLE ELECTRICITY ENERGY GENERATION BY Shareholder Against For
2022
09 REJECT PLANS TO CONSTRUCT NORTH ANNA 3 Shareholder Against For
10 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 92
--------------------------------------------------------------------------------
FIRSTENERGY CORP.
SECURITY 337932107 MEETING TYPE Annual
TICKER SYMBOL FE MEETING DATE 18-May-2010
ISIN US3379321074 AGENDA 933229026 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 PAUL T. ADDISON For For
2 ANTHONY J. ALEXANDER For For
3 MICHAEL J. ANDERSON For For
4 DR. CAROL A. CARTWRIGHT For For
5 WILLIAM T. COTTLE For For
6 ROBERT B. HEISLER, JR. For For
7 ERNEST J. NOVAK, JR. For For
8 CATHERINE A. REIN For For
9 GEORGE M. SMART For For
10 WES M. TAYLOR For For
11 JESSE T. WILLIAMS, SR. For For
02 RATIFICATION OF THE APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
03 SHAREHOLDER PROPOSAL: REDUCE THE PERCENTAGE OF Shareholder Against For
SHARES REQUIRED TO CALL SPECIAL SHAREHOLDER
MEETING
04 SHAREHOLDER PROPOSAL: ADOPT POLICY TO RETAIN Shareholder Against For
SHARES FOLLOWING TERMINATION OF EMPLOYMENT
05 SHAREHOLDER PROPOSAL: PERMIT SHAREHOLDER Shareholder Against For
ACTION BY WRITTEN CONSENT
06 SHAREHOLDER PROPOSAL: ADOPT A MAJORITY VOTE Shareholder Against For
STANDARD FOR THE ELECTION OF DIRECTORS
--------------------------------------------------------------------------------
REWARDS NETWORK INC.
SECURITY 761557206 MEETING TYPE Annual
TICKER SYMBOL DINE MEETING DATE 18-May-2010
ISIN US7615572069 AGENDA 933229189 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 DONALD J. LIEBENTRITT For For
2 RONALD L. BLAKE For For
3 RAYMOND A. GROSS For For
4 F. PHILIP HANDY For For
5 MARC C. PARTICELLI For For
6 MICHAEL J. SOENEN For For
7 MARK R. SOTIR For For
2 RATIFICATION OF THE COMPANY'S INDEPENDENT Management For For
REGISTERED ACCOUNTING FIRM FOR 2010.
--------------------------------------------------------------------------------
ANADARKO PETROLEUM CORPORATION
SECURITY 032511107 MEETING TYPE Annual
TICKER SYMBOL APC MEETING DATE 18-May-2010
ISIN US0325111070 AGENDA 933231160 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: H. PAULETT EBERHART Management For For
1B ELECTION OF DIRECTOR: PRESTON M. GEREN III Management For For
1C ELECTION OF DIRECTOR: JAMES T. HACKETT Management For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS.
03 STOCKHOLDER PROPOSAL - AMENDMENT TO NON- Shareholder Against For
DISCRIMINATION POLICY.
04 STOCKHOLDER PROPOSAL - AMENDMENT TO BY-LAWS: Shareholder Against For
REIMBURSEMENT OF PROXY EXPENSES.
--------------------------------------------------------------------------------
MORGAN STANLEY
SECURITY 617446448 MEETING TYPE Annual
TICKER SYMBOL MS MEETING DATE 18-May-2010
ISIN US6174464486 AGENDA 933246375 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: ROY J. BOSTOCK Management For For
1B ELECTION OF DIRECTOR: ERSKINE B. BOWLES Management For For
1C ELECTION OF DIRECTOR: HOWARD J. DAVIES Management For For
1D ELECTION OF DIRECTOR: JAMES P. GORMAN Management For For
1E ELECTION OF DIRECTOR: JAMES H. HANCE, JR. Management For For
1F ELECTION OF DIRECTOR: NOBUYUKI HIRANO Management For For
1G ELECTION OF DIRECTOR: C. ROBERT KIDDER Management For For
1H ELECTION OF DIRECTOR: JOHN J. MACK Management For For
1I ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Management For For
1J ELECTION OF DIRECTOR: CHARLES H. NOSKI Management For For
1K ELECTION OF DIRECTOR: HUTHAM S. OLAYAN Management For For
1L ELECTION OF DIRECTOR: O. GRIFFITH SEXTON Management For For
1M ELECTION OF DIRECTOR: LAURA D. TYSON Management For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS INDEPENDENT AUDITOR
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 93
03 TO APPROVE COMPENSATION OF EXECUTIVES AS Management For For
DISCLOSED IN THE PROXY STATEMENT (NON-BINDING
ADVISORY RESOLUTION)
04 TO AMEND THE 2007 EQUITY INCENTIVE COMPENSATION Management Against Against
PLAN
05 SHAREHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
SHAREOWNER MEETINGS
06 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE Shareholder Against For
EQUITY HOLDINGS REQUIREMENT
07 SHAREHOLDER PROPOSAL REGARDING INDEPENDENT Shareholder Against For
CHAIR
08 SHAREHOLDER PROPOSAL REGARDING REPORT ON PAY Shareholder Against For
DISPARITY
09 SHAREHOLDER PROPOSAL REGARDING RECOUPMENT OF Shareholder Against For
MANAGEMENT BONUSES
--------------------------------------------------------------------------------
MASSEY ENERGY COMPANY
SECURITY 576206106 MEETING TYPE Annual
TICKER SYMBOL MEE MEETING DATE 18-May-2010
ISIN US5762061068 AGENDA 933252087 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 RICHARD M. GABRYS For For
2 DAN R. MOORE For For
3 BAXTER F. PHILLIPS, JR. For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2010.
03 STOCKHOLDER PROPOSAL REGARDING A WATER Shareholder Against For
MANAGEMENT REPORT.
04 STOCKHOLDER PROPOSAL REGARDING GREENHOUSE Shareholder Against For
GAS EMISSIONS REDUCTION.
05 STOCKHOLDER PROPOSAL REGARDING MAJORITY Shareholder Against For
VOTING.
06 STOCKHOLDER PROPOSAL REGARDING Shareholder For
DECLASSIFICATION OF THE BOARD OF DIRECTORS.
--------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC
SECURITY 780259206 MEETING TYPE Annual
TICKER SYMBOL RDSA MEETING DATE 18-May-2010
ISIN US7802592060 AGENDA 933254346 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 ADOPTION OF ANNUAL REPORT & ACCOUNTS Management For For
02 APPROVAL OF REMUNERATION REPORT Management For For
03 APPOINTMENT OF CHARLES O. HOLLIDAY AS A DIRECTOR Management For For
04 RE-APPOINTMENT OF JOSEF ACKERMANN AS A DIRECTOR Management For For
05 RE-APPOINTMENT OF MALCOLM BRINDED AS A DIRECTOR Management For For
06 RE-APPOINTMENT OF SIMON HENRY AS A DIRECTOR Management For For
07 RE-APPOINTMENT OF LORD KERR OF KINLOCHARD AS A Management For For
DIRECTOR
08 RE-APPOINTMENT OF WIM KOK AS A DIRECTOR Management For For
09 RE-APPOINTMENT OF NICK LAND AS A DIRECTOR Management For For
10 RE-APPOINTMENT OF CHRISTINE MORIN-POSTEL AS A Management For For
DIRECTOR
11 RE-APPOINTMENT OF JORMA OLLILA AS A DIRECTOR Management For For
12 RE-APPOINTMENT OF JEROEN VAN DER VEER AS A Management For For
DIRECTOR
13 RE-APPOINTMENT OF PETER VOSER AS A DIRECTOR Management For For
14 RE-APPOINTMENT OF HANS WIJERS AS A DIRECTOR Management For For
15 RE-APPOINTMENT OF AUDITORS Management For For
16 REMUNERATION OF AUDITORS Management For For
17 AUTHORITY TO ALLOT SHARES Management For For
18 DISAPPLICATION OF PRE-EMPTION RIGHTS Management For For
19 AUTHORITY TO PURCHASE OWN SHARES Management For For
20 AUTHORITY FOR SCRIP DIVIDEND SCHEME Management For For
21 AUTHORITY FOR CERTAIN DONATIONS AND EXPENDITURE Management For For
22 ADOPTION OF NEW ARTICLES OF ASSOCIATION Management For For
23 SHAREHOLDER RESOLUTION Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 94
--------------------------------------------------------------------------------
VECTREN CORPORATION
SECURITY 92240G101 MEETING TYPE Annual
TICKER SYMBOL VVC MEETING DATE 19-May-2010
ISIN US92240G1013 AGENDA 933217259 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 CARL L. CHAPMAN For For
2 J.H. DEGRAFFENREIDT, JR For For
3 NIEL C. ELLERBROOK For For
4 JOHN D. ENGELBRECHT For For
5 ANTON H. GEORGE For For
6 MARTIN C. JISCHKE For For
7 ROBERT L. KOCH II For For
8 WILLIAM G. MAYS For For
9 J. TIMOTHY MCGINLEY For For
10 R. DANIEL SADLIER For For
11 MICHAEL L. SMITH For For
12 JEAN L. WOJTOWICZ For For
02 RATIFY THE REAPPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR VECTREN AND ITS SUBSIDIARIES FOR 2010.
03 THE ADOPTION OF, IF PRESENTED AT THE MEETING, A Shareholder Against For
SHAREHOLDER PROPOSAL ON EXECUTIVE
COMPENSATION BY JANICE BEHNKEN.
--------------------------------------------------------------------------------
HALLIBURTON COMPANY
SECURITY 406216101 MEETING TYPE Annual
TICKER SYMBOL HAL MEETING DATE 19-May-2010
ISIN US4062161017 AGENDA 933223668 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: A.M. BENNETT Management For For
1B ELECTION OF DIRECTOR: J.R. BOYD Management For For
1C ELECTION OF DIRECTOR: M. CARROLL Management For For
1D ELECTION OF DIRECTOR: N.K. DICCIANI Management For For
1E ELECTION OF DIRECTOR: S.M. GILLIS Management For For
1F ELECTION OF DIRECTOR: J.T. HACKETT Management For For
1G ELECTION OF DIRECTOR: D.J. LESAR Management For For
1H ELECTION OF DIRECTOR: R.A. MALONE Management For For
1I ELECTION OF DIRECTOR: J.L. MARTIN Management For For
1J ELECTION OF DIRECTOR: D.L. REED Management For For
02 PROPOSAL FOR RATIFICATION OF THE SELECTION OF Management For For
AUDITORS.
03 PROPOSAL ON HUMAN RIGHTS POLICY. Shareholder Against For
04 PROPOSAL ON POLITICAL CONTRIBUTIONS. Shareholder Against For
05 PROPOSAL ON EXECUTIVE COMPENSATION POLICIES. Shareholder Against For
06 PROPOSAL ON SPECIAL SHAREOWNER MEETINGS. Shareholder Against For
--------------------------------------------------------------------------------
INTEL CORPORATION
SECURITY 458140100 MEETING TYPE Annual
TICKER SYMBOL INTC MEETING DATE 19-May-2010
ISIN US4581401001 AGENDA 933224367 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY Management For For
1B ELECTION OF DIRECTOR: SUSAN L. DECKER Management For For
1C ELECTION OF DIRECTOR: JOHN J. DONAHOE Management For For
1D ELECTION OF DIRECTOR: REED E. HUNDT Management For For
1E ELECTION OF DIRECTOR: PAUL S. OTELLINI Management For For
1F ELECTION OF DIRECTOR: JAMES D. PLUMMER Management For For
1G ELECTION OF DIRECTOR: DAVID S. POTTRUCK Management For For
1H ELECTION OF DIRECTOR: JANE E. SHAW Management For For
1I ELECTION OF DIRECTOR: FRANK D. YEARY Management For For
1J ELECTION OF DIRECTOR: DAVID B. YOFFIE Management For For
02 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE CURRENT YEAR
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management For For
--------------------------------------------------------------------------------
STATE STREET CORPORATION
SECURITY 857477103 MEETING TYPE Annual
TICKER SYMBOL STT MEETING DATE 19-May-2010
ISIN US8574771031 AGENDA 933226234 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: K. BURNES Management For For
1B ELECTION OF DIRECTOR: P. COYM Management For For
1C ELECTION OF DIRECTOR: P. DE SAINT-AIGNAN Management For For
1D ELECTION OF DIRECTOR: A. FAWCETT Management For For
1E ELECTION OF DIRECTOR: D. GRUBER Management For For
1F ELECTION OF DIRECTOR: L. HILL Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 95
1G ELECTION OF DIRECTOR: J. HOOLEY Management For For
1H ELECTION OF DIRECTOR: R. KAPLAN Management For For
1I ELECTION OF DIRECTOR: C. LAMANTIA Management For For
1J ELECTION OF DIRECTOR: R. LOGUE Management For For
1K ELECTION OF DIRECTOR: R. SERGEL Management For For
1L ELECTION OF DIRECTOR: R. SKATES Management For For
1M ELECTION OF DIRECTOR: G. SUMME Management For For
1N ELECTION OF DIRECTOR: R. WEISSMAN Management For For
02 TO APPROVE A NON-BINDING ADVISORY PROPOSAL ON Management For For
EXECUTIVE COMPENSATION.
03 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management For For
STATE STREET'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
2010.
04 TO VOTE ON A SHAREHOLDER PROPOSAL RELATING TO Shareholder Against For
THE SEPARATION OF THE ROLES OF CHAIRMAN AND CEO.
05 TO VOTE ON A SHAREHOLDER PROPOSAL RELATING TO A Shareholder Against For
REVIEW OF PAY DISPARITY.
--------------------------------------------------------------------------------
SAFEWAY INC.
SECURITY 786514208 MEETING TYPE Annual
TICKER SYMBOL SWY MEETING DATE 19-May-2010
ISIN US7865142084 AGENDA 933226739 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: STEVEN A. BURD Management For For
1B ELECTION OF DIRECTOR: JANET E. GROVE Management For For
1C ELECTION OF DIRECTOR: MOHAN GYANI Management For For
1D ELECTION OF DIRECTOR: PAUL HAZEN Management For For
1E ELECTION OF DIRECTOR: FRANK C. HERRINGER Management For For
1F ELECTION OF DIRECTOR: KENNETH W. ODER Management For For
1G ELECTION OF DIRECTOR: ARUN SARIN Management For For
1H ELECTION OF DIRECTOR: MICHAEL S. SHANNON Management For For
1I ELECTION OF DIRECTOR: WILLIAM Y. TAUSCHER Management For For
2 APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE Management For For
OF INCORPORATION REGARDING SPECIAL STOCKHOLDER
MEETINGS.
3 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2010
04 STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE Shareholder Against For
VOTING.
05 STOCKHOLDER PROPOSAL REGARDING PRINCIPLES TO Shareholder Against For
STOP GLOBAL WARMING.
06 STOCKHOLDER PROPOSAL REQUESTING LIMITATION ON Shareholder Against For
FUTURE DEATH BENEFITS.
07 STOCKHOLDER PROPOSAL REGARDING POULTRY Shareholder Against For
SLAUGHTER.
--------------------------------------------------------------------------------
PINNACLE WEST CAPITAL CORPORATION
SECURITY 723484101 MEETING TYPE Annual
TICKER SYMBOL PNW MEETING DATE 19-May-2010
ISIN US7234841010 AGENDA 933226943 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 EDWARD N. BASHA, JR. For For
2 DONALD E. BRANDT For For
3 SUSAN CLARK-JOHNSON For For
4 DENIS A. CORTESE, M.D. For For
5 MICHAEL L. GALLAGHER For For
6 PAMELA GRANT For For
7 ROY A. HERBERGER, JR. For For
8 HUMBERTO S. LOPEZ For For
9 KATHRYN L. MUNRO For For
10 BRUCE J. NORDSTROM For For
11 W. DOUGLAS PARKER For For
2 AMENDMENT TO THE COMPANY'S BYLAWS TO PERMIT Management For For
SHAREHOLDERS TO CALL SPECIAL SHAREHOLDER
MEETINGS.
3 RATIFY THE APPOINTMENT OF THE COMPANY'S Management For For
INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING
DECEMBER 31, 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 96
--------------------------------------------------------------------------------
EL PASO CORPORATION
SECURITY 28336L109 MEETING TYPE Annual
TICKER SYMBOL EP MEETING DATE 19-May-2010
ISIN US28336L1098 AGENDA 933228303 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: JUAN CARLOS BRANIFF Management For For
1B ELECTION OF DIRECTOR: DAVID W. CRANE Management For For
1C ELECTION OF DIRECTOR: DOUGLAS L. FOSHEE Management For For
1D ELECTION OF DIRECTOR: ROBERT W. GOLDMAN Management For For
1E ELECTION OF DIRECTOR: ANTHONY W. HALL, JR. Management For For
1F ELECTION OF DIRECTOR: THOMAS R. HIX Management For For
1G ELECTION OF DIRECTOR: FERRELL P. MCCLEAN Management For For
1H ELECTION OF DIRECTOR: TIMOTHY J. PROBERT Management For For
1I ELECTION OF DIRECTOR: STEVEN J. SHAPIRO Management For For
1J ELECTION OF DIRECTOR: J. MICHAEL TALBERT Management For For
1K ELECTION OF DIRECTOR: ROBERT F. VAGT Management For For
1L ELECTION OF DIRECTOR: JOHN L. WHITMIRE Management For For
02 APPROVAL OF THE EL PASO CORPORATION 2005 OMNIBUS Management For For
INCENTIVE COMPENSATION PLAN.
03 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR.
--------------------------------------------------------------------------------
XCEL ENERGY INC.
SECURITY 98389B100 MEETING TYPE Annual
TICKER SYMBOL XEL MEETING DATE 19-May-2010
ISIN US98389B1008 AGENDA 933232340 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: FREDRIC W. CORRIGAN Management For For
1B ELECTION OF DIRECTOR: RICHARD K. DAVIS Management For For
1C ELECTION OF DIRECTOR: BENJAMIN G.S. FOWKE III Management For For
1D ELECTION OF DIRECTOR: RICHARD C. KELLY Management For For
1E ELECTION OF DIRECTOR: ALBERT F. MORENO Management For For
1F ELECTION OF DIRECTOR: CHRISTOPHER J. POLICINSKI Management For For
1G ELECTION OF DIRECTOR: A. PATRICIA SAMPSON Management For For
1H ELECTION OF DIRECTOR: DAVID A. WESTERLUND Management For For
1I ELECTION OF DIRECTOR: KIM WILLIAMS Management For For
1J ELECTION OF DIRECTOR: TIMOTHY V. WOLF Management For For
02 APPROVAL OF THE PERFORMANCE MEASURES AVAILABLE Management For For
UNDER THE EXECUTIVE ANNUAL INCENTIVE AWARD PLAN,
AS AMENDED AND RESTATED.
03 APPROVAL OF THE PERFORMANCE MEASURES AVAILABLE Management For For
UNDER THE 2005 LONG-TERM INCENTIVE PLAN.
04 RATIFY THE APPOINTMENT OF DELOITTE AND TOUCHE LLP Management For For
AS XCEL ENERGY INC.'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2010.
05 SHAREHOLDER PROPOSAL REGARDING ANNUAL Shareholder Against For
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------
ASTORIA FINANCIAL CORPORATION
SECURITY 046265104 MEETING TYPE Annual
TICKER SYMBOL AF MEETING DATE 19-May-2010
ISIN US0462651045 AGENDA 933244270 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 JOHN R. CHRIN For For
2 JOHN J. CONEFRY, JR. For For
3 BRIAN M. LEENEY For For
4 THOMAS V. POWDERLY For For
02 THE APPROVAL OF AN AMENDMENT TO THE ASTORIA Management Against Against
FINANCIAL CORPORATION 2007 NON-EMPLOYEE DIRECTOR
STOCK PLAN.
03 THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR ASTORIA FINANCIAL CORPORATION FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2010.
--------------------------------------------------------------------------------
UNITED STATES CELLULAR CORPORATION
SECURITY 911684108 MEETING TYPE Annual
TICKER SYMBOL USM MEETING DATE 19-May-2010
ISIN US9116841084 AGENDA 933248216 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 PAUL-HENRI DENUIT For For
02 RATIFY ACCOUNTANTS FOR 2010. Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 97
--------------------------------------------------------------------------------
STATOIL ASA
SECURITY 85771P102 MEETING TYPE Annual
TICKER SYMBOL STO MEETING DATE 19-May-2010
ISIN US85771P1021 AGENDA 933269195 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
02 ELECTION OF OLAUG SVARVA AS CHAIR Management For For
03 APPROVAL OF THE NOTICE AND THE AGENDA Management For For
05 ELECTION OF TWO PERSONS TO CO-SIGN THE MINUTES Management For For
TOGETHER WITH THE CHAIR OF THE MEETING
06 APPROVAL OF THE ANNUAL REPORT AND ACCOUNTS Management For For
INCLUDING DISTRIBUTION OF THE DIVIDEND
07 DECLARATION ON STIPULATION OF SALARY AND OTHER Management For For
REMUNERATION FOR EXECUTIVE MANAGEMENT
08 DETERMINATION OF REMUNERATION FOR THE COMPANY'S Management For For
AUDITOR
09 ELECTION OF MEMBERS TO THE CORPORATE ASSEMBLY Management For For
9A RE-ELECTION OF OLAUG SVARVA AS A MEMBER Management For For
9B RE-ELECTION OF IDAR KREUTZER AS A MEMBER Management For For
9C RE-ELECTION OF KARIN ASLAKSEN AS A MEMBER Management For For
9D RE-ELECTION OF GREGER MANNSVERK AS A MEMBER Management For For
9E RE-ELECTION OF STEINAR OLSEN AS A MEMBER Management For For
9F RE-ELECTION OF INGVALD STROMMEN AS A MEMBER Management For For
9G RE-ELECTION OF RUNE BJERKE AS A MEMBER Management For For
9H RE-ELECTION OF TORE ULSTEIN AS A MEMBER Management For For
9I NEW ELECTION OF LIVE HAUKVIK AKER AS A MEMBER Management For For
9J NEW ELECTION OF SIRI KALVIG AS A MEMBER Management For For
9K NEW ELECTION OF THOR OSCAR BOLSTAD AS A MEMBER Management For For
9L NEW ELECTION OF BARBRO LILL HAETTA-JACOBSEN AS A Management For For
MEMBER
9M RE-ELECTION OF ARTHUR SLETTEBERG AS A DEPUTY Management For For
MEMBER
9N RE-ELECTION OF ANNE-MARGRETHE FIRING AS A DEPUTY Management For For
MEMBER
9O NEW ELECTION OF LINDA LITLEKALSOY AASE AS A DEPUTY Management For For
MEMBER
9P RE-ELECTION OF SHAHZAD RANA AS A DEPUTY MEMBER Management For For
10 DETERMINATION OF REMUNERATION FOR THE Management For For
CORPORATE ASSEMBLY
11 ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE Management For For
11A RE-ELECTION OF OLAUG SVARVA AS A CHAIR Management For For
11B RE-ELECTION OF BJORN STALE HAAVIK AS A MEMBER Management For For
11C RE-ELECTION OF TOM RATHKE AS A MEMBER Management For For
11D NEW ELECTION OF LIVE HAUKVIK AKER AS A MEMBER Management For For
12 DETERMINATION OF REMUNERATION FOR THE Management For For
NOMINATION COMMITTEE
13 AUTHORISATION TO ACQUIRE STATOIL SHARES IN THE Management For For
MARKET TO CONTINUE IMPLEMENTATION OF THE SHARE
SAVING SCHEME FOR EMPLOYEES
14 AUTHORISATION TO ACQUIRE STATOIL SHARES IN THE Management For For
MARKET FOR SUBSEQUENT ANNULMENT
15 CHANGES TO ARTICLES OF ASSOCIATION Management For For
16 PROPOSAL FROM SHAREHOLDER Shareholder Against For
--------------------------------------------------------------------------------
SUEZ ENVIRONNEMENT COMPANY, PARIS
SECURITY F4984P118 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 20-May-2010
ISIN FR0010613471 AGENDA 702368122 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR"-AND "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card-directly to the sub custodian. Please contact your
Client Service-Representative to obtain the necessary card,
account details and directions.-The following applies to Non-
Resident Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have become-Registered
Intermediaries, on the Vote Deadline Date. In capacity as-
Registered Intermediary, the Global Custodian will sign the Proxy
Card and-forward to the local custodian. If you are unsure whether
your Global-Custodian acts as Registered Intermediary, please
contact your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY-CLICKING ON THE
MATERIAL URL LINK:-https://balo.journal-
officiel.gouv.fr/pdf/2010/0414/201004141001203.pdf
O.1 Approve the Company's accounts for the YE 31 DEC 2009 Management For For
O.2 Approve the allocation of the consolidated accounts for the YE 31 Management For For
DEC 2009
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 98
O.3 Approve the allocation of the result for the YE 31 DEC 2009 Management For For
O.4 Approve the agreements regulated under Articles L.225-38 et seq. Management For For
and L.225-42-1 of the Code de Commerce
O.5 Approve to set the amount allocated for the Directors' attendance Management For For
fees for the year
O.6 Ratify the co-opting of Mr. Patrick Ouart as a Director Management For For
O.7 Appointment of Mr. Jerome Tolot as a Director Management For For
O.8 Appointment of Mr. Dirk Beeuwsaert as a Director Management For For
O.9 Appointment of Mr. Alain Chaigneau as a Director Management For For
O.10 Appointment of Mr. Guillaume Pepy as a Director Management For For
O.11 Appointment of Mr. Gilles Benoist as a Director Management For For
O.12 Appointment of Mr. Gerald Arbola as a Director Management For For
O.13 Authorize the Company to trade in its own shares Management For For
E.14 Authorize the Board of Directors to reduce the authorized capital Management For For
by canceling shares held by the Company itself
E.15 Authorize the Board of Directors to increase the Company's Management For For
authorized capital by issuing, with the preferential right of
subscription maintained, equity securities and/or any transferable
securities giving access immediately or at some future date to the
Company's shares
E.16 Authorize the Board of Directors to increase the Company's Management For For
authorized capital by issuing, with the preferential right of
subscription cancelled, equity securities and/or any transferable
securities giving access immediately or at some future date to the
Company's shares
E.17 Authorize the Board of Directors to issue, by means of an offer Management For For
pursuant to Article L.411-2 II of the Code monetaire et financier,
shares and transferable securities giving access to the Company's
authorized capital, with the preferential right of subscription for
the shareholders cancelled
E.18 Authorize the Board of Directors to increase the value of issues Management For For
made, with the preferential right of subscription for the
shareholders maintained or cancelled, but capped at 15% of the
value of the initial issue
E.19 Authorize the Board of Directors in the event of an issue, with the Management For For
preferential right of subscription for the shareholders cancelled, of
equity securities and/or any transferable securities giving access,
immediately or at some future date, to the Company's authorized
capital, in order to set the issue price, but capped at 10% of the
Company's authorized capital, according to the procedures
ordered by the general meeting
E.20 Authorize the Board of Directors to increase the Company's Management For For
authorized capital, as payment for contributions in kind of equity
securities or transferable securities giving access to the
authorized capital
E.21 Authorize the Board of Directors to increase the authorized capital Management For For
by incorporation of premia, reserves, profits or any other sum
whose capitalization is permitted
E.22 Authorize the Board of Directors to increase the Company's Management For For
authorized capital, as payment for contributions in kind made
pursuant to a Public Exchange Offer launched by the Company
E.23 Authorize the Board of Directors to issue composite transferable Management For For
securities representing debts
E.24 Authorize the Board of Directors to increase the authorized capital Management For For
by issuing shares or transferable securities giving access to the
capital, reserved for members of personal equity plans, with the
preferential right of subscription for shareholders cancelled in
favor of said members
E.25 Authorize the Board of Directors to increase the authorized Management For For
capital, with the preferential right of subscription for shareholders
cancelled, in favor of all entities whose exclusive object is to
subscribe to, hold and sell the Company's shares or other equity
capital pursuant to the use of one of the multiple formulae of the
Suez Environnement Group's International Collective Shareholder
Plan
E.26 Authorize the Board of Directors to allocate free shares Management For For
E.27 Powers for the legal formalities Management For For
--------------------------------------------------------------------------------
ALLEGHENY ENERGY, INC.
SECURITY 017361106 MEETING TYPE Annual
TICKER SYMBOL AYE MEETING DATE 20-May-2010
ISIN US0173611064 AGENDA 933213972 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: H. FURLONG BALDWIN Management For For
1B ELECTION OF DIRECTOR: ELEANOR BAUM Management For For
1C ELECTION OF DIRECTOR: PAUL J. EVANSON Management For For
1D ELECTION OF DIRECTOR: CYRUS F. FREIDHEIM, JR. Management For For
1E ELECTION OF DIRECTOR: JULIA L. JOHNSON Management For For
1F ELECTION OF DIRECTOR: TED J. KLEISNER Management For For
1G ELECTION OF DIRECTOR: CHRISTOPHER D. PAPPAS Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 99
1H ELECTION OF DIRECTOR: STEVEN H. RICE Management For For
1I ELECTION OF DIRECTOR: GUNNAR E. SARSTEN Management For For
1J ELECTION OF DIRECTOR: MICHAEL H. SUTTON Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR
FOR 2010.
03 STOCKHOLDER PROPOSAL RELATING TO AN Shareholder Against For
INDEPENDENT BOARD CHAIRMAN.
--------------------------------------------------------------------------------
ONEOK, INC.
SECURITY 682680103 MEETING TYPE Annual
TICKER SYMBOL OKE MEETING DATE 20-May-2010
ISIN US6826801036 AGENDA 933219506 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: JAMES C. DAY Management For For
1B ELECTION OF DIRECTOR: JULIE H. EDWARDS Management For For
1C ELECTION OF DIRECTOR: WILLIAM L. FORD Management For For
1D ELECTION OF DIRECTOR: JOHN W. GIBSON Management For For
1E ELECTION OF DIRECTOR: DAVID L. KYLE Management For For
1F ELECTION OF DIRECTOR: BERT H. MACKIE Management For For
1G ELECTION OF DIRECTOR: JIM W. MOGG Management For For
1H ELECTION OF DIRECTOR: PATTYE L. MOORE Management For For
1I ELECTION OF DIRECTOR: GARY D. PARKER Management For For
1J ELECTION OF DIRECTOR: EDUARDO A. RODRIGUEZ Management For For
1K ELECTION OF DIRECTOR: GERALD B. SMITH Management For For
1L ELECTION OF DIRECTOR: DAVID J. TIPPECONNIC Management For For
02 A PROPOSAL TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF ONEOK, INC.
FOR THE YEAR ENDING DECEMBER 31, 2010.
--------------------------------------------------------------------------------
DR PEPPER SNAPPLE GROUP,INC.
SECURITY 26138E109 MEETING TYPE Annual
TICKER SYMBOL DPS MEETING DATE 20-May-2010
ISIN US26138E1091 AGENDA 933222818 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: JOHN L. ADAMS Management For For
1B ELECTION OF DIRECTOR: TERENCE D. MARTIN Management For For
1C ELECTION OF DIRECTOR: RONALD G. ROGERS Management For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE AS Management For For
THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2010.
--------------------------------------------------------------------------------
OGE ENERGY CORP.
SECURITY 670837103 MEETING TYPE Annual
TICKER SYMBOL OGE MEETING DATE 20-May-2010
ISIN US6708371033 AGENDA 933222995 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 JAMES H. BRANDI For For
2 LUKE R. CORBETT For For
3 PETER B. DELANEY For For
2 AMENDMENTS TO THE RESTATED CERTIFICATE OF Management For For
INCORPORATION AND BY-LAWS TO PROVIDE FOR THE
ANNUAL ELECTION OF DIRECTORS.
3 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE COMPANY'S PRINCIPAL INDEPENDENT
ACCOUNTANTS FOR 2010.
--------------------------------------------------------------------------------
LENDER PROCESSING SERVICES, INC.
SECURITY 52602E102 MEETING TYPE Annual
TICKER SYMBOL LPS MEETING DATE 20-May-2010
ISIN US52602E1029 AGENDA 933224379 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 JEFFREY S. CARBIENER For For
2 A.R. (PETE) CARPENTER For For
3 JOHN F. FARRELL, JR. For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2010 FISCAL YEAR.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 100
--------------------------------------------------------------------------------
ALLIANT ENERGY CORPORATION
SECURITY 018802108 MEETING TYPE Annual
TICKER SYMBOL LNT MEETING DATE 20-May-2010
ISIN US0188021085 AGENDA 933224975 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 MICHAEL L. BENNETT For For
2 DARRYL B. HAZEL For For
3 DAVID A. PERDUE For For
4 JUDITH D. PYLE For For
02 PROPOSAL TO APPROVE THE ALLIANT ENERGY Management For For
CORPORATION 2010 OMNIBUS INCENTIVE PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
--------------------------------------------------------------------------------
WESTAR ENERGY, INC.
SECURITY 95709T100 MEETING TYPE Annual
TICKER SYMBOL WR MEETING DATE 20-May-2010
ISIN US95709T1007 AGENDA 933228923 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 B. ANTHONY ISAAC For For
2 MICHAEL F. MORRISSEY For For
2 RATIFICATION AND CONFIRMATION OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
--------------------------------------------------------------------------------
BOYD GAMING CORPORATION
SECURITY 103304101 MEETING TYPE Annual
TICKER SYMBOL BYD MEETING DATE 20-May-2010
ISIN US1033041013 AGENDA 933229622 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 ROBERT L. BOUGHNER For For
2 WILLIAM R. BOYD For For
3 WILLIAM S. BOYD For For
4 THOMAS V. GIRARDI For For
5 MARIANNE BOYD JOHNSON For For
6 BILLY G. MCCOY For For
7 FREDERICK J. SCHWAB For For
8 KEITH E. SMITH For For
9 CHRISTINE J. SPADAFOR For For
10 PETER M. THOMAS For For
11 VERONICA J. WILSON For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2010.
--------------------------------------------------------------------------------
ALTRIA GROUP, INC.
SECURITY 02209S103 MEETING TYPE Annual
TICKER SYMBOL MO MEETING DATE 20-May-2010
ISIN US02209S1033 AGENDA 933232465 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: ELIZABETH E. BAILEY Management For For
1B ELECTION OF DIRECTOR: GERALD L. BALILES Management For For
1C ELECTION OF DIRECTOR: JOHN T. CASTEEN III Management For For
1D ELECTION OF DIRECTOR: DINYAR S. DEVITRE Management For For
1E ELECTION OF DIRECTOR: THOMAS F. FARRELL II Management For For
1F ELECTION OF DIRECTOR: ROBERT E. R. HUNTLEY Management For For
1G ELECTION OF DIRECTOR: THOMAS W. JONES Management For For
1H ELECTION OF DIRECTOR: GEORGE MUNOZ Management For For
1I ELECTION OF DIRECTOR: NABIL Y. SAKKAB Management For For
1J ELECTION OF DIRECTOR: MICHAEL E. SZYMANCZYK Management For For
02 2010 PERFORMANCE INCENTIVE PLAN Management For For
03 RATIFICATION OF THE SELECTION OF INDEPENDENT Management For For
AUDITORS
04 SHAREHOLDER PROPOSAL 1 - FOOD INSECURITY AND Shareholder Against For
TOBACCO USE
05 SHAREHOLDER PROPOSAL 2 - CREATE HUMAN RIGHTS Shareholder Against For
PROTOCOLS FOR THE COMPANY AND ITS SUPPLIERS
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 101
--------------------------------------------------------------------------------
XEROX CORPORATION
SECURITY 984121103 MEETING TYPE Annual
TICKER SYMBOL XRX MEETING DATE 20-May-2010
ISIN US9841211033 AGENDA 933233075 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: GLENN A. BRITT Management For For
1B ELECTION OF DIRECTOR: URSULA M. BURNS Management For For
1C ELECTION OF DIRECTOR: RICHARD J. HARRINGTON Management For For
1D ELECTION OF DIRECTOR: WILLIAM CURT HUNTER Management For For
1E ELECTION OF DIRECTOR: ROBERT A. MCDONALD Management For For
1F ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Management For For
1G ELECTION OF DIRECTOR: CHARLES PRINCE Management For For
1H ELECTION OF DIRECTOR: ANN N. REESE Management For For
1I ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER Management For For
2 RATIFICATION OF SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
3 APPROVAL OF THE MAY 2010 AMENDMENT AND Management Against Against
RESTATEMENT OF THE COMPANY'S 2004 PERFORMANCE
INCENTIVE PLAN.
--------------------------------------------------------------------------------
CENTURYTEL, INC.
SECURITY 156700106 MEETING TYPE Annual
TICKER SYMBOL CTL MEETING DATE 20-May-2010
ISIN US1567001060 AGENDA 933235156 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 W. BRUCE HANKS For For
2 C.G. MELVILLE, JR. For For
3 WILLIAM A. OWENS For For
4 GLEN F. POST, III For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT AUDITOR FOR 2010.
03 TO AMEND OUR ARTICLES OF INCORPORATION TO Management For For
CHANGE OUR NAME TO CENTURYLINK, INC.
04 TO APPROVE OUR 2010 EXECUTIVE OFFICER SHORT-TERM Management For For
INCENTIVE PLAN.
05 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
NETWORK MANAGEMENT PRACTICES.
06 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
LIMITATION OF EXECUTIVE COMPENSATION.
07 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
EXECUTIVE STOCK RETENTION.
08 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
EXECUTIVE COMPENSATION ADVISORY VOTES.
--------------------------------------------------------------------------------
PETROCHINA COMPANY LIMITED
SECURITY 71646E100 MEETING TYPE Annual
TICKER SYMBOL PTR MEETING DATE 20-May-2010
ISIN US71646E1001 AGENDA 933256821 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO CONSIDER AND APPROVE THE REPORT OF THE BOARD Management For For
OF DIRECTORS OF THE COMPANY FOR THE YEAR 2009.
02 TO CONSIDER AND APPROVE THE REPORT OF THE Management For For
SUPERVISORY COMMITTEE OF THE COMPANY FOR THE
YEAR 2009.
03 TO CONSIDER AND APPROVE THE AUDITED FINANCIAL Management For For
STATEMENTS OF THE COMPANY FOR THE YEAR 2009.
04 TO CONSIDER AND APPROVE THE DECLARATION AND Management For For
PAYMENT OF THE FINAL DIVIDENDS FOR THE YEAR ENDED
31 DECEMBER 2009 IN THE AMOUNT AND IN THE MANNER
RECOMMENDED BY THE BOARD OF DIRECTORS.
05 TO CONSIDER AND APPROVE THE AUTHORISATION OF THE Management For For
BOARD OF DIRECTORS TO DETERMINE THE DISTRIBUTION
OF INTERIM DIVIDENDS.
06 APPROVE THE CONTINUATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS AS THE INTERNATIONAL
AUDITORS AND PRICEWATERHOUSECOOPERS ZHONG
TIAN CPAS COMPANY LIMITED, CERTIFIED PUBLIC
ACCOUNTANTS, AS THE DOMESTIC AUDITORS FOR THE
YEAR 2010 AND TO AUTHORISE THE BOARD TO FIX THEIR
REMUNERATION.
07 TO CONSIDER AND APPROVE THE TRANSACTION AS Management For For
CONTEMPLATED IN THE SUBSCRIPTION AGREEMENT
ENTERED INTO BETWEEN THE COMPANY, CHINA
PETROLEUM FINANCE CO., LTD AND CHINA NATIONAL
PETROLEUM CORPORATION DATED 25 MARCH 2010.
S8 GRANT A GENERAL MANDATE TO THE BOARD TO Management For For
SEPARATELY OR CONCURRENTLY ISSUE, ALLOT AND DEAL
WITH ADDITIONAL DOMESTIC SHARES AND OVERSEAS
LISTED FOREIGN SHARES.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 102
--------------------------------------------------------------------------------
PEPCO HOLDINGS, INC.
SECURITY 713291102 MEETING TYPE Annual
TICKER SYMBOL POM MEETING DATE 21-May-2010
ISIN US7132911022 AGENDA 933223137 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 JACK B. DUNN, IV For For
2 TERENCE C. GOLDEN For For
3 PATRICK T. HARKER For For
4 FRANK O. HEINTZ For For
5 BARBARA J. KRUMSIEK For For
6 GEORGE F. MACCORMACK For For
7 LAWRENCE C. NUSSDORF For For
8 PATRICIA A. OELRICH For For
9 JOSEPH M. RIGBY For For
10 FRANK K. ROSS For For
11 PAULINE A. SCHNEIDER For For
12 LESTER P. SILVERMAN For For
2 A PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
FOR 2010.
--------------------------------------------------------------------------------
FPL GROUP, INC.
SECURITY 302571104 MEETING TYPE Annual
TICKER SYMBOL FPL MEETING DATE 21-May-2010
ISIN US3025711041 AGENDA 933228062 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 SHERRY S. BARRAT For For
2 ROBERT M. BEALL, II For For
3 J. HYATT BROWN For For
4 JAMES L. CAMAREN For For
5 J. BRIAN FERGUSON For For
6 LEWIS HAY, III For For
7 TONI JENNINGS For For
8 OLIVER D. KINGSLEY, JR. For For
9 RUDY E. SCHUPP For For
10 WILLIAM H. SWANSON For For
11 MICHAEL H. THAMAN For For
12 HANSEL E. TOOKES, II For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2010.
03 APPROVAL OF AN AMENDMENT TO ARTICLE I OF THE Management For For
RESTATED ARTICLES OF INCORPORATION OF FPL GROUP,
INC. TO CHANGE THE COMPANY'S NAME TO NEXTERA
ENERGY, INC.
--------------------------------------------------------------------------------
TIME WARNER INC.
SECURITY 887317303 MEETING TYPE Annual
TICKER SYMBOL TWX MEETING DATE 21-May-2010
ISIN US8873173038 AGENDA 933230233 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: JAMES L. BARKSDALE Management For For
1B ELECTION OF DIRECTOR: WILLIAM P. BARR Management For For
1C ELECTION OF DIRECTOR: JEFFREY L. BEWKES Management For For
1D ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH Management For For
1E ELECTION OF DIRECTOR: FRANK J. CAUFIELD Management For For
1F ELECTION OF DIRECTOR: ROBERT C. CLARK Management For For
1G ELECTION OF DIRECTOR: MATHIAS DOPFNER Management For For
1H ELECTION OF DIRECTOR: JESSICA P. EINHORN Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 103
1I ELECTION OF DIRECTOR: FRED HASSAN Management For For
1J ELECTION OF DIRECTOR: MICHAEL A. MILES Management For For
1K ELECTION OF DIRECTOR: KENNETH J. NOVACK Management For For
1L ELECTION OF DIRECTOR: DEBORAH C. WRIGHT Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
AUDITORS.
03 COMPANY PROPOSAL TO APPROVE THE TIME WARNER Management Against Against
INC. 2010 STOCK INCENTIVE PLAN.
04 COMPANY PROPOSAL TO APPROVE AN AMENDMENT TO Management For For
THE COMPANY'S BY-LAWS TO PROVIDE THAT HOLDERS OF
AT LEAST 15% OF THE COMBINED VOTING POWER OF THE
COMPANY'S OUTSTANDING CAPITAL STOCK MAY REQUEST
A SPECIAL MEETING OF STOCKHOLDERS.
05 STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY Shareholder Against For
VOTE.
06 STOCKHOLDER PROPOSAL REGARDING EQUITY Shareholder Against For
RETENTION POLICY.
07 STOCKHOLDER PROPOSAL REGARDING ADVISORY Shareholder Against For
RESOLUTION TO RATIFY COMPENSATION OF NAMED
EXECUTIVE OFFICERS.
--------------------------------------------------------------------------------
CABLEVISION SYSTEMS CORPORATION
SECURITY 12686C109 MEETING TYPE Annual
TICKER SYMBOL CVC MEETING DATE 21-May-2010
ISIN US12686C1099 AGENDA 933233772 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 ZACHARY W. CARTER For For
2 THOMAS V. REIFENHEISER For For
3 JOHN R. RYAN For For
4 VINCENT TESE For For
5 LEONARD TOW For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR FISCAL YEAR 2010.
--------------------------------------------------------------------------------
TOTAL S.A.
SECURITY 89151E109 MEETING TYPE Annual
TICKER SYMBOL TOT MEETING DATE 21-May-2010
ISIN US89151E1091 AGENDA 933256489 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
O1 APPROVAL OF PARENT COMPANY FINANCIAL STATEMENTS Management For For
DATED DECEMBER 31, 2009.
O2 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS Management For For
DATED DECEMBER 31, 2009.
O3 ALLOCATION OF EARNINGS, DECLARATION OF DIVIDEND. Management For For
O4 AGREEMENTS COVERED BY ARTICLE L.225-38 OF THE Management For For
FRENCH COMMERCIAL CODE.
O5 COMMITMENTS UNDER ARTICLE L.225-42-1 OF THE FRENCH Management For For
COMMERCIAL CODE, CONCERNING MR. CHRISTOPHE DE
MARGERIE.
O6 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO Management For For
TRADE IN SHARES OF THE COMPANY.
O7 RENEWAL OF THE APPOINTMENT OF MR. THIERRY Management For For
DESMAREST AS A DIRECTOR.
O8 RENEWAL OF THE APPOINTMENT OF MR. THIERRY DE Management For For
RUDDER AS A DIRECTOR.
O9 APPOINTMENT OF MR. GUNNAR BROCK AS A DIRECTOR. Management For For
O13 RENEWAL OF THE APPOINTMENT OF ERNST AND YOUNG Management For For
AUDIT AS STATUTORY AUDITORS.
O14 RENEWAL OF THE APPOINTMENT OF KPMG AUDIT (A Management For For
DIVISION OF KPMG S.A.) AS STATUTORY AUDITORS.
O15 APPOINTMENT OF AUDITEX AS ALTERNATE AUDITORS. Management For For
O16 APPOINTMENT OF KPMG AUDIT IS AS ALTERNATE Management For For
AUDITOR.
E17 SHARE CAPITAL INCREASES WITH PREFERENTIAL Management For For
SUBSCRIPTION RIGHTS.
E18 SHARE CAPITAL INCREASES BY PUBLIC OFFERING Management For For
WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS.
E19 SHARE CAPITAL INCREASES IN EXCHANGE FOR EQUITY Management For For
SECURITIES CONTRIBUTED TO THE COMPANY.
E20 SHARE CAPITAL INCREASES BY THE ISSUANCE OF Management For For
COMMON SHARES RESERVED TO EMPLOYEES.
E21 ALLOCATION OF STOCK OPTIONS. Management For For
A AMENDMENT OF THE ARTICLES OF ASSOCIATION Shareholder Against For
CONCERNING THE PUBLICATION OF THE INTERNAL
CHARTERS FOR COLLECTIVE INVESTMENT FUNDS WHOSE
ASSETS ARE MORE THAN 0.5% OF THE CAPITAL OF THE
COMPANY.
Z PLEASE BE ADVISED YOU MAY VOTE ONLY ON ONE OF THE Management Abstain
FOLLOWING: FOR PROPOSAL 10 VOTE "FOR"
APPOINTMENT OF A DIRECTOR REPRESENTING EMPLOYEE
SHAREHOLDERS MR: CLAUDE CLEMENTE FOR PROPOSAL
11 VOTE "AGAINST" APPOINTMENT OF A DIRECTOR
REPRESENTING EMPLOYEE SHAREHOLDERS MR: PHILIPPE
MARCHANDISE FOR PROPOSAL 12 VOTE "ABSTAIN"
APPOINTMENT OF A DIRECTOR REPRESENTING EMPLOYEE
SHAREHOLDERS MR. MOHAMMED ZAKI
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 104
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DIAMOND OFFSHORE DRILLING, INC.
SECURITY 25271C102 MEETING TYPE Annual
TICKER SYMBOL DO MEETING DATE 24-May-2010
ISIN US25271C1027 AGENDA 933246096 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 JAMES S. TISCH For For
2 LAWRENCE R. DICKERSON For For
3 JOHN R. BOLTON For For
4 CHARLES L. FABRIKANT For For
5 PAUL G. GAFFNEY II For For
6 EDWARD GREBOW For For
7 HERBERT C. HOFMANN For For
8 ARTHUR L. REBELL For For
9 RAYMOND S. TROUBH For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR
FISCAL YEAR 2010.
03 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY Management For For
COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT THEREOF.
--------------------------------------------------------------------------------
BLACKROCK, INC.
SECURITY 09247X101 MEETING TYPE Annual
TICKER SYMBOL BLK MEETING DATE 24-May-2010
ISIN US09247X1019 AGENDA 933266430 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 ABDLATIF Y. AL-HAMAD For For
2 MATHIS CABIALLAVETTA For For
3 DENNIS D. DAMMERMAN For For
4 ROBERT E. DIAMOND, JR. For For
5 DAVID H. KOMANSKY For For
6 JAMES E. ROHR For For
02 APPROVE THE AMENDED AND RESTATED BLACKROCK, INC. Management Against Against
1999 STOCK AWARD AND INCENTIVE PLAN.
03 RE-APPROVAL OF THE PERFORMANCE GOALS SET FORTH Management For For
IN THE AMENDED AND RESTATED BLACKROCK, INC. 1999
ANNUAL INCENTIVE PERFORMANCE PLAN.
04 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS BLACKROCK'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
2010.
--------------------------------------------------------------------------------
MIDDLESEX WATER COMPANY
SECURITY 596680108 MEETING TYPE Annual
TICKER SYMBOL MSEX MEETING DATE 25-May-2010
ISIN US5966801087 AGENDA 933234988 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 ANNETTE CATINO For For
2 STEVEN M. KLEIN For For
3 WALTER G. REINHARD, ESQ For For
02 TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE Management For For
OF PARENTEBEARD LLC AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 105
--------------------------------------------------------------------------------
MERCK & CO., INC.
SECURITY 58933Y105 MEETING TYPE Annual
TICKER SYMBOL MRK MEETING DATE 25-May-2010
ISIN US58933Y1055 AGENDA 933236920 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: LESLIE A. BRUN Management For For
1B ELECTION OF DIRECTOR: THOMAS R. CECH Management For For
1C ELECTION OF DIRECTOR: RICHARD T. CLARK Management For For
1D ELECTION OF DIRECTOR: THOMAS H. GLOCER Management For For
1E ELECTION OF DIRECTOR: STEVEN F. GOLDSTONE Management For For
1F ELECTION OF DIRECTOR: WILLIAM B. HARRISON, JR. Management For For
1G ELECTION OF DIRECTOR: HARRY R. JACOBSON Management For For
1H ELECTION OF DIRECTOR: WILLIAM N. KELLEY Management For For
1I ELECTION OF DIRECTOR: C. ROBERT KIDDER Management For For
1J ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Management For For
1K ELECTION OF DIRECTOR: CARLOS E. REPRESAS Management For For
1L ELECTION OF DIRECTOR: PATRICIA F. RUSSO Management For For
1M ELECTION OF DIRECTOR: THOMAS E. SHENK Management For For
1N ELECTION OF DIRECTOR: ANNE M. TATLOCK Management For For
1O ELECTION OF DIRECTOR: CRAIG B. THOMPSON Management For For
1P ELECTION OF DIRECTOR: WENDELL P. WEEKS Management For For
1Q ELECTION OF DIRECTOR: PETER C. WENDELL Management For For
02 RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
03 PROPOSAL TO ADOPT THE 2010 INCENTIVE STOCK PLAN. Management For For
04 PROPOSAL TO ADOPT THE 2010 NON-EMPLOYEE Management For For
DIRECTORS STOCK OPTION PLAN.
--------------------------------------------------------------------------------
CALIFORNIA WATER SERVICE GROUP
SECURITY 130788102 MEETING TYPE Annual
TICKER SYMBOL CWT MEETING DATE 25-May-2010
ISIN US1307881029 AGENDA 933237162 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 DOUGLAS M. BROWN For For
2 ROBERT W. FOY For For
3 EDWIN A. GUILES For For
4 E.D. HARRIS, JR., M.D. For For
5 BONNIE G. HILL For For
6 RICHARD P. MAGNUSON For For
7 LINDA R. MEIER For For
8 PETER C. NELSON For For
9 GEORGE A. VERA For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE GROUP FOR 2010.
--------------------------------------------------------------------------------
BLACK HILLS CORPORATION
SECURITY 092113109 MEETING TYPE Annual
TICKER SYMBOL BKH MEETING DATE 25-May-2010
ISIN US0921131092 AGENDA 933245006 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 JACK W. EUGSTER For For
2 GARY L. PECHOTA For For
3 THOMAS J. ZELLER For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO Management For For
SERVE AS BLACK HILLS CORPORATION'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 APPROVE AMENDMENT NO. 2 TO THE 2005 OMNIBUS Management For For
INCENTIVE PLAN AND CODE SECTION 162(M) RENEWAL.
--------------------------------------------------------------------------------
CONSOLIDATED WATER COMPANY LIMITED
SECURITY G23773107 MEETING TYPE Annual
TICKER SYMBOL CWCO MEETING DATE 25-May-2010
ISIN KYG237731073 AGENDA 933247377 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: BRIAN E. BUTLER Management For For
02 TO RATIFY THE SELECTION OF MARCUMRACHLIN, A Management For For
DIVISION OF MARCUM LLP, AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010, AT
THE REMUNERATION TO BE DETERMINED BY THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 106
--------------------------------------------------------------------------------
EXXON MOBIL CORPORATION
SECURITY 30231G102 MEETING TYPE Annual
TICKER SYMBOL XOM MEETING DATE 26-May-2010
ISIN US30231G1022 AGENDA 933239267 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 M.J. BOSKIN For For
2 P. BRABECK-LETMATHE For For
3 L.R. FAULKNER For For
4 J.S. FISHMAN For For
5 K.C. FRAZIER For For
6 W.W. GEORGE For For
7 M.C. NELSON For For
8 S.J. PALMISANO For For
9 S.S REINEMUND For For
10 R.W. TILLERSON For For
11 E.E. WHITACRE, JR. For For
02 RATIFICATION OF INDEPENDENT AUDITORS (PAGE 52) Management For For
03 SPECIAL SHAREHOLDER MEETINGS (PAGE 54) Shareholder Against For
04 INCORPORATE IN NORTH DAKOTA (PAGE 55) Shareholder Against For
05 SHAREHOLDER ADVISORY VOTE ON EXECUTIVE Shareholder Against For
COMPENSATION (PAGE 56)
06 AMENDMENT OF EEO POLICY (PAGE 57) Shareholder Against For
07 POLICY ON WATER (PAGE 59) Shareholder Against For
08 WETLANDS RESTORATION POLICY (PAGE 60) Shareholder Against For
09 REPORT ON CANADIAN OIL SANDS (PAGE 62) Shareholder Against For
10 REPORT ON NATURAL GAS PRODUCTION (PAGE 64) Shareholder Against For
11 REPORT ON ENERGY TECHNOLOGY (PAGE 65) Shareholder Against For
12 GREENHOUSE GAS EMISSIONS GOALS (PAGE 67) Shareholder Against For
13 PLANNING ASSUMPTIONS (PAGE 69) Shareholder Against For
--------------------------------------------------------------------------------
CHEVRON CORPORATION
SECURITY 166764100 MEETING TYPE Annual
TICKER SYMBOL CVX MEETING DATE 26-May-2010
ISIN US1667641005 AGENDA 933241743 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: S.H. ARMACOST Management For For
1B ELECTION OF DIRECTOR: L.F. DEILY Management For For
1C ELECTION OF DIRECTOR: R.E. DENHAM Management For For
1D ELECTION OF DIRECTOR: R.J. EATON Management For For
1E ELECTION OF DIRECTOR: C. HAGEL Management For For
1F ELECTION OF DIRECTOR: E. HERNANDEZ Management For For
1G ELECTION OF DIRECTOR: F.G. JENIFER Management For For
1H ELECTION OF DIRECTOR: G.L. KIRKLAND Management For For
1I ELECTION OF DIRECTOR: S. NUNN Management For For
1J ELECTION OF DIRECTOR: D.B. RICE Management For For
1K ELECTION OF DIRECTOR: K.W. SHARER Management For For
1L ELECTION OF DIRECTOR: C.R. SHOEMATE Management For For
1M ELECTION OF DIRECTOR: J.G. STUMPF Management For For
1N ELECTION OF DIRECTOR: R.D. SUGAR Management For For
1O ELECTION OF DIRECTOR: C. WARE Management For For
1P ELECTION OF DIRECTOR: J.S. WATSON Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
03 AMENDMENT TO CHEVRON'S BY-LAWS TO REDUCE THE Management For For
PERCENTAGE OF STOCKHOLDINGS REQUIRED FOR
STOCKHOLDERS TO CALL FOR SPECIAL MEETINGS
04 APPOINTMENT OF AN INDEPENDENT DIRECTOR WITH Shareholder Against For
ENVIRONMENTAL EXPERTISE
05 HOLDING EQUITY-BASED COMPENSATION THROUGH Shareholder Against For
RETIREMENT
06 DISCLOSURE OF PAYMENTS TO HOST GOVERNMENTS Shareholder Against For
07 GUIDELINES FOR COUNTRY SELECTION Shareholder Against For
08 FINANCIAL RISKS FROM CLIMATE CHANGE Shareholder Against For
09 HUMAN RIGHTS COMMITTEE Shareholder Against For
--------------------------------------------------------------------------------
INTERMEC, INC.
SECURITY 458786100 MEETING TYPE Annual
TICKER SYMBOL IN MEETING DATE 26-May-2010
ISIN US4587861000 AGENDA 933241870 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: PATRICK J. BYRNE Management Abstain Against
1B ELECTION OF DIRECTOR: ERIC J. DRAUT Management Abstain Against
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 107
1C ELECTION OF DIRECTOR: GREGORY K. HINCKLEY Management Abstain Against
1D ELECTION OF DIRECTOR: LYDIA H. KENNARD Management Abstain Against
1E ELECTION OF DIRECTOR: ALLEN J. LAUER Management Abstain Against
1F ELECTION OF DIRECTOR: STEPHEN P. REYNOLDS Management Abstain Against
1G ELECTION OF DIRECTOR: STEVEN B. SAMPLE Management Abstain Against
1H ELECTION OF DIRECTOR: OREN G. SHAFFER Management Abstain Against
1I ELECTION OF DIRECTOR: LARRY D. YOST Management Abstain Against
02 RATIFY SELECTION OF DELOITTE & TOUCHE LLP AS Management For For
INTERMEC, INC.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
--------------------------------------------------------------------------------
THE SOUTHERN COMPANY
SECURITY 842587107 MEETING TYPE Annual
TICKER SYMBOL SO MEETING DATE 26-May-2010
ISIN US8425871071 AGENDA 933245905 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 J.P. BARANCO For For
2 J.A. BOSCIA For For
3 H.A. CLARK III For For
4 H.W. HABERMEYER, JR. For For
5 V.M. HAGEN For For
6 W.A. HOOD, JR. For For
7 D.M. JAMES For For
8 J.N. PURCELL For For
9 D.M. RATCLIFFE For For
10 W.G. SMITH, JR. For For
11 L.D. THOMPSON For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010
03 AMENDMENT OF COMPANY'S BY-LAWS REGARDING Management Against Against
MAJORITY VOTING AND CUMULATIVE VOTING
04 AMENDMENT OF COMPANY'S CERTIFICATE OF Management Against Against
INCORPORATION REGARDING CUMULATIVE VOTING
05 AMENDMENT OF COMPANY'S CERTIFICATE OF Management For For
INCORPORATION TO INCREASE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK
06 STOCKHOLDER PROPOSAL ON CLIMATE CHANGE Shareholder Against For
ENVIRONMENTAL REPORT
07 STOCKHOLDER PROPOSAL ON COAL COMBUSTION Shareholder Against For
BYPRODUCTS ENVIRONMENTAL REPORT
--------------------------------------------------------------------------------
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433100 MEETING TYPE Annual
TICKER SYMBOL TDS MEETING DATE 26-May-2010
ISIN US8794331004 AGENDA 933260313 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 C.A. DAVIS For For
2 C.D. O'LEARY For For
3 G.L. SUGARMAN For For
4 H.S. WANDER For For
02 RATIFY ACCOUNTANTS FOR 2010. Management For For
03 SHAREHOLDER PROPOSAL RELATED TO CALLING OF Shareholder Against For
MEETINGS BY SHAREHOLDERS.
--------------------------------------------------------------------------------
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433860 MEETING TYPE Annual
TICKER SYMBOL TDSS MEETING DATE 26-May-2010
ISIN US8794338603 AGENDA 933260325 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 C.A. DAVIS For For
2 C.D. O'LEARY For For
3 G.L. SUGARMAN For For
4 H.S. WANDER For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 108
--------------------------------------------------------------------------------
TELEKOM AUSTRIA AG
SECURITY A8502A102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 27-May-2010
ISIN AT0000720008 AGENDA 702404827 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO DELETION Non-Voting
OF COMMENT. IF YOU HAVE AL-READY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECI-DE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
1. Approve the presentation of the adopted financial statements and Management For For
the Management report as well as the consolidated financial
statements including the consolidated Management report and the
corporate governance report, the proposal for utilization of the net
profit and the Supervisory Board report on the FY 2009
2. Approve the allocation of the net income for the FY 2009 Management For For
3. Grant discharge to the Members of the Management Board for the Management For For
FY 2009
4. Grant discharge to the Members of the Supervisory Board the FY Management For For
2009
5. Approve the remuneration to the members of the supervisory Management For For
Board for the FY 2009
6. Election of the Auditors for the FY 2010 Management For For
7. Election of the member to the supervisory Board Management For For
8. Receive the Management report on share buy-back effected, Management For For
number of treasury shares held and use of treasury shares
9. Amend the Articles of Association in particular for adaptation Management For For
according to the Stock Corporation Amendment Act 2009
[AktienrechtsAnderungsgesetz 2009]
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN TEXT OF RESOLUTIONS. IF Y-OU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------
FIDELITY NAT'L INFORMATION SERVICES INC
SECURITY 31620M106 MEETING TYPE Annual
TICKER SYMBOL FIS MEETING DATE 27-May-2010
ISIN US31620M1062 AGENDA 933244509 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 STEPHAN A. JAMES For For
2 JAMES NEARY For For
3 FRANK R. MARTIRE For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2010 FISCAL YEAR.
--------------------------------------------------------------------------------
AMERICAN STATES WATER COMPANY
SECURITY 029899101 MEETING TYPE Annual
TICKER SYMBOL AWR MEETING DATE 27-May-2010
ISIN US0298991011 AGENDA 933245880 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 ROBERT F. KATHOL For For
2 GARY F. KING For For
3 LLOYD E. ROSS For For
02 TO APPROVE THE PERFORMANCE INCENTIVE PLAN. Management For For
03 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------
FIDELITY NATIONAL FINANCIAL, INC
SECURITY 31620R105 MEETING TYPE Annual
TICKER SYMBOL FNF MEETING DATE 27-May-2010
ISIN US31620R1059 AGENDA 933246262 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 DANIEL D. (RON) LANE For For
2 GENERAL WILLIAM LYON For For
3 RICHARD N. MASSEY For For
4 CARY H. THOMPSON For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2010 FISCAL YEAR.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 109
--------------------------------------------------------------------------------
DEUTSCHE BANK AG
SECURITY D18190898 MEETING TYPE Annual
TICKER SYMBOL DB MEETING DATE 27-May-2010
ISIN DE0005140008 AGENDA 933274172 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
02 APPROPRIATION OF DISTRIBUTABLE PROFIT Management For For
03 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
MANAGEMENT BOARD FOR THE 2009 FINANCIAL YEAR
04 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
SUPERVISORY BOARD FOR THE 2009 FINANCIAL YEAR
05 ELECTION OF THE AUDITOR FOR THE 2010 FINANCIAL Management For For
YEAR, INTERIM ACCOUNTS
06 AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING Management For For
PURPOSES (SECTION 71 (1) NO. 7 STOCK CORPORATION
ACT)
07 AUTHORIZATION TO ACQUIRE OWN SHARES AND FOR Management For For
THEIR USE WITH THE POSSIBLE EXCLUSION OF PRE-
EMPTIVE RIGHTS
08 AUTHORIZATION TO USE DERIVATIVES WITHIN Management For For
FRAMEWORK OF PURCHASE OF OWN SHARES, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT
09 APPROVAL OF THE COMPENSATION SYSTEM FOR THE Management For For
MANAGEMENT BOARD MEMBERS
10 AMENDMENT TO THE ARTICLES OF ASSOCIATION IN Management For For
ACCORDANCE WITH THE ACT IMPLEMENTING THE
SHAREHOLDER'S RIGHTS DIRECTIVE
11 AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH Management For For
WARRANTS AND/OR CONVERTIBLE PARTICIPATORY
NOTES, BONDS WITH WARRANTS AND CONVERTIBLE
BONDS, CREATION OF CONDITIONAL CAPITAL AND
AMENDMENT TO THE ARTICLES OF ASSOCIATION
12 APPROVAL OF THE CHANGE OF CONTROL AND PROFIT Management For For
AND LOSS TRANSFER AGREEMENTS AS WELL AS OF
PROFIT AND LOSS TRANSFER AGREEMENTS
13 APPROVAL OF THE NEW CONCLUSION OF CONTROL AND Management For For
PROFIT AND LOSS TRANSFER AGREEMENTS WITH
DEUTSCHE BANK AKTIENGESELLSCHAFT
CM1 COUNTER MOTION 1 Management
CM2 COUNTER MOTION 2 Management
CM3 COUNTER MOTION 3 Management
--------------------------------------------------------------------------------
DEUTSCHE BANK AG
SECURITY D18190898 MEETING TYPE Annual
TICKER SYMBOL DB MEETING DATE 27-May-2010
ISIN DE0005140008 AGENDA 933285529 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
02 APPROPRIATION OF DISTRIBUTABLE PROFIT Management For For
03 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
MANAGEMENT BOARD FOR THE 2009 FINANCIAL YEAR
04 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
SUPERVISORY BOARD FOR THE 2009 FINANCIAL YEAR
05 ELECTION OF THE AUDITOR FOR THE 2010 FINANCIAL Management For For
YEAR, INTERIM ACCOUNTS
06 AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING Management For For
PURPOSES (SECTION 71 (1) NO. 7 STOCK CORPORATION
ACT)
07 AUTHORIZATION TO ACQUIRE OWN SHARES AND FOR Management For For
THEIR USE WITH THE POSSIBLE EXCLUSION OF PRE-
EMPTIVE RIGHTS
08 AUTHORIZATION TO USE DERIVATIVES WITHIN Management For For
FRAMEWORK OF PURCHASE OF OWN SHARES, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT
09 APPROVAL OF THE COMPENSATION SYSTEM FOR THE Management For For
MANAGEMENT BOARD MEMBERS
10 AMENDMENT TO THE ARTICLES OF ASSOCIATION IN Management For For
ACCORDANCE WITH THE ACT IMPLEMENTING THE
SHAREHOLDER'S RIGHTS DIRECTIVE
11 AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH Management For For
WARRANTS AND/OR CONVERTIBLE PARTICIPATORY
NOTES, BONDS WITH WARRANTS AND CONVERTIBLE
BONDS, CREATION OF CONDITIONAL CAPITAL AND
AMENDMENT TO THE ARTICLES OF ASSOCIATION
12 APPROVAL OF THE CHANGE OF CONTROL AND PROFIT Management For For
AND LOSS TRANSFER AGREEMENTS AS WELL AS OF
PROFIT AND LOSS TRANSFER AGREEMENTS
13 APPROVAL OF THE NEW CONCLUSION OF CONTROL AND Management For For
PROFIT AND LOSS TRANSFER AGREEMENTS WITH
DEUTSCHE BANK AKTIENGESELLSCHAFT
CM1 COUNTER MOTION 1 Management
CM2 COUNTER MOTION 2 Management
CM3 COUNTER MOTION 3 Management
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 110
--------------------------------------------------------------------------------
HSBC HOLDINGS PLC
SECURITY 404280406 MEETING TYPE Annual
TICKER SYMBOL HBC MEETING DATE 28-May-2010
ISIN US4042804066 AGENDA 933238506 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO RECEIVE THE REPORT AND ACCOUNTS FOR 2009 Management For For
02 TO APPROVE THE DIRECTORS' REMUNERATION REPORT Management For For
FOR 2009
3A TO RE-ELECT R A FAIRHEAD A DIRECTOR Management For For
3B TO RE-ELECT M F GEOGHEGAN A DIRECTOR Management For For
3C TO RE-ELECT S K GREEN A DIRECTOR Management For For
3D TO RE-ELECT G MORGAN A DIRECTOR Management For For
3E TO RE-ELECT N R N MURTHY A DIRECTOR Management For For
3F TO RE-ELECT S M ROBERTSON A DIRECTOR Management For For
3G TO RE-ELECT J L THORNTON A DIRECTOR Management For For
3H TO RE-ELECT SIR BRIAN WILLIAMSON A DIRECTOR Management For For
04 TO REAPPOINT THE AUDITOR AT REMUNERATION TO BE Management For For
DETERMINED BY THE GROUP AUDIT COMMITTEE
05 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Management For For
S6 TO DISAPPLY PRE-EMPTION RIGHTS (SPECIAL Management For For
RESOLUTION)
S7 TO ALTER THE ARTICLES OF ASSOCIATION (SPECIAL Management For For
RESOLUTION)
08 TO APPROVE THE EXTENSION OF THE TERM OF THE Management For For
SHARE INCENTIVE PLAN AND THE ESTABLISHMENT OF
NEW SHARE OWNERSHIP PLANS
S9 TO APPROVE GENERAL MEETINGS (OTHER THAN ANNUAL Management For For
GENERAL MEETINGS) BEING CALLED ON A MINIMUM OF 14
CLEAR DAYS' NOTICE (SPECIAL RESOLUTION)
--------------------------------------------------------------------------------
TOMKINS PLC
SECURITY G89158136 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 01-Jun-2010
ISIN GB0008962655 AGENDA 702368754 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 Receive the Directors' report and financial statements Management For For
2 Approve the Remuneration Committee report Management For For
3 Declare a dividend Management For For
4 Re-appoint Mr. D.B. Newlands Management For For
5 Re-appoint the Independent Auditors Management For For
6 Authorize the Directors to determine the Independent Auditors Management For For
remuneration
7 Authorize the allotment of relevant securities Management For For
S.8 Authorize the disapplication of pre emption rights Management For For
9 Authorize the purchases of own shares Management For For
S.10 Adopt new Articles of association Management For For
S.11 Authorize the disapplication of shareholder rights directive Management For For
provisions relating to notice of general meetings
--------------------------------------------------------------------------------
NABORS INDUSTRIES LTD.
SECURITY G6359F103 MEETING TYPE Annual
TICKER SYMBOL NBR MEETING DATE 01-Jun-2010
ISIN BMG6359F1032 AGENDA 933270504 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 JOHN V. LOMBARDI For For
2 JAMES L. PAYNE For For
2 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT AUDITOR AND TO AUTHORIZE THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE
AUDITOR'S REMUNERATION.
3 SHAREHOLDER PROPOSAL TO ADOPT A PAY-FOR- Shareholder Against For
SUPERIOR-PERFORMANCE STANDARD IN EXECUTIVE
COMPENSATION PLAN FOR SENIOR EXECUTIVES.
4 SHAREHOLDER PROPOSAL TO ADOPT AN ADVISORY Shareholder Against For
RESOLUTION TO RATIFY THE COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS.
5 SHAREHOLDER PROPOSAL TO ADOPT A BYE-LAW Shareholder Against For
PROVIDING THAT THE CHAIRMAN OF THE BOARD BE AN
INDEPENDENT DIRECTOR.
6 SHAREHOLDER PROPOSAL TO REQUIRE ALL DIRECTORS Shareholder Against For
TO STAND FOR ELECTION ANNUALLY.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 111
--------------------------------------------------------------------------------
SANDISK CORPORATION
SECURITY 80004C101 MEETING TYPE Annual
TICKER SYMBOL SNDK MEETING DATE 02-Jun-2010
ISIN US80004C1018 AGENDA 933253851 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 DR. ELI HARARI For For
2 KEVIN DENUCCIO For For
3 IRWIN FEDERMAN For For
4 STEVEN J. GOMO For For
5 EDDY W. HARTENSTEIN For For
6 DR. CHENMING HU For For
7 CATHERINE P. LEGO For For
8 MICHAEL E. MARKS For For
9 DR. JAMES D. MEINDL For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JANUARY 2, 2011.
--------------------------------------------------------------------------------
TENARIS, S.A.
SECURITY 88031M109 MEETING TYPE Annual
TICKER SYMBOL TS MEETING DATE 02-Jun-2010
ISIN US88031M1099 AGENDA 933268662 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 CONSIDERATION OF BOARD'S MANAGEMENT REPORT AND Management For
CERTIFICATIONS AND THE INDEPENDENT AUDITORS'
REPORTS FOR YEARS ENDED DECEMBER 31, 2009, 2008
AND 2007, AND THE ANNUAL ACCOUNTS.
02 APPROVAL OF THE COMPANY'S CONSOLIDATED FINANCIAL Management For
STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2009,
2008 AND 2007.
03 APPROVAL OF THE COMPANY'S ANNUAL ACCOUNTS AS AT Management For
DECEMBER 31, 2009.
04 ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND Management For
PAYMENT FOR THE YEAR ENDED DECEMBER 31, 2009.
05 DISCHARGE OF THE MEMBERS OF THE BOARD OF Management For
DIRECTORS FOR THE EXERCISE OF THEIR MANDATE
DURING YEAR ENDED DECEMBER 31, 2009.
06 ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS. Management For
07 COMPENSATION OF MEMBERS OF THE BOARD OF Management For
DIRECTORS.
08 APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE Management For
FISCAL YEAR ENDING DECEMBER 31, 2010 AND APPROVAL
OF THEIR FEES.
09 AUTHORISATION TO THE COMPANY, OR ANY SUBSIDIARY, Management For
TO FROM TIME TO TIME PURCHASE, ACQUIRE OR RECEIVE
SHARES OF THE COMPANY.
10 AUTHORISATION TO BOARD TO CAUSE DISTRIBUTION OF Management For
ALL SHAREHOLDER COMMUNICATIONS, INCLUDING
SHAREHOLDER MEETING & PROXY MATERIALS AND
ANNUAL REPORTS TO SHAREHOLDERS, BY ELECTRONIC
MEANS.
--------------------------------------------------------------------------------
TELEFONICA, S.A.
SECURITY 879382208 MEETING TYPE Annual
TICKER SYMBOL TEF MEETING DATE 02-Jun-2010
ISIN US8793822086 AGENDA 933281191 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For For
INDIVIDUAL ANNUAL ACCOUNTS, THE CONSOLIDATED
FINANCIAL STATEMENTS AND THE MANAGEMENT REPORT
OF TELEFONICA, S.A AND OF ITS CONSOLIDATED GROUP
OF COMPANIES, AS WELL AS OF THE PROPOSED
ALLOCATION OF THE PROFITS/LOSSES OF TELEFONICA,
S.A. AND THE MANAGEMENT OF ITS BOARD OF
DIRECTORS, ALL WITH RESPECT TO FISCAL YEAR 2009.
02 COMPENSATION OF SHAREHOLDERS: DISTRIBUTION OF A Management For For
DIVIDEND TO BE CHARGED TO UNRESTRICTED RESERVES.
03 AUTHORIZATION FOR THE ACQUISITION OF THE Management For For
COMPANY'S OWN SHARES, DIRECTLY OR THROUGH
COMPANIES OF THE GROUP.
04 DELEGATION TO THE BOARD OF DIRECTORS OF THE Management For For
POWER TO ISSUE DEBENTURES, BONDS, NOTES AND
OTHER FIXED-INCOME SECURITIES, BE THEY SIMPLE,
EXCHANGEABLE AND/OR CONVERTIBLE, GRANTING THE
BOARD, IN THE LAST CASE, THE POWER TO EXCLUDE PRE-
EMPTIVE RIGHTS OF SHAREHOLDERS, AS WELL AS POWER
TO ISSUE PREFERRED SHARES AND THE POWER TO
GUARANTEE ISSUANCES BY THE COMPANIES OF THE
GROUP.
05 RE-ELECTION OF THE AUDITOR FOR FISCAL YEAR 2010. Management For For
06 DELEGATION OF POWERS TO FORMALIZE, INTERPRET, Management For For
CORRECT AND IMPLEMENT THE RESOLUTIONS ADOPTED
BY THE GENERAL SHAREHOLDERS' MEETING.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 112
--------------------------------------------------------------------------------
TENARIS, S.A.
SECURITY 88031M109 MEETING TYPE Annual
TICKER SYMBOL TS MEETING DATE 02-Jun-2010
ISIN US88031M1099 AGENDA 933284351 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 CONSIDERATION OF BOARD'S MANAGEMENT REPORT AND Management For
CERTIFICATIONS AND THE INDEPENDENT AUDITORS'
REPORTS FOR YEARS ENDED DECEMBER 31, 2009, 2008
AND 2007, AND THE ANNUAL ACCOUNTS.
02 APPROVAL OF THE COMPANY'S CONSOLIDATED FINANCIAL Management For
STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2009,
2008 AND 2007.
03 APPROVAL OF THE COMPANY'S ANNUAL ACCOUNTS AS AT Management For
DECEMBER 31, 2009.
04 ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND Management For
PAYMENT FOR THE YEAR ENDED DECEMBER 31, 2009.
05 DISCHARGE OF THE MEMBERS OF THE BOARD OF Management For
DIRECTORS FOR THE EXERCISE OF THEIR MANDATE
DURING YEAR ENDED DECEMBER 31, 2009.
06 ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS. Management For
07 COMPENSATION OF MEMBERS OF THE BOARD OF Management For
DIRECTORS.
08 APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE Management For
FISCAL YEAR ENDING DECEMBER 31, 2010 AND APPROVAL
OF THEIR FEES.
09 AUTHORISATION TO THE COMPANY, OR ANY SUBSIDIARY, Management For
TO FROM TIME TO TIME PURCHASE, ACQUIRE OR RECEIVE
SHARES OF THE COMPANY.
10 AUTHORISATION TO BOARD TO CAUSE DISTRIBUTION OF Management For
ALL SHAREHOLDER COMMUNICATIONS, INCLUDING
SHAREHOLDER MEETING & PROXY MATERIALS AND
ANNUAL REPORTS TO SHAREHOLDERS, BY ELECTRONIC
MEANS.
--------------------------------------------------------------------------------
DIRECTV
SECURITY 25490A101 MEETING TYPE Annual
TICKER SYMBOL DTV MEETING DATE 03-Jun-2010
ISIN US25490A1016 AGENDA 933253281 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 NEIL R. AUSTRIAN For For
2 RALPH F. BOYD, JR. For For
3 PAUL A. GOULD For For
4 CHARLES R. LEE For For
5 PETER A. LUND For For
6 GREGORY B. MAFFEI For For
7 JOHN C. MALONE For For
8 NANCY S. NEWCOMB For For
9 HAIM SABAN For For
10 MICHAEL D. WHITE For For
2 RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC Management For For
ACCOUNTANTS.
3 APPROVAL OF THE DIRECTV 2010 STOCK PLAN. Management Against Against
4 APPROVAL OF THE DIRECTV EXECUTIVE OFFICER CASH Management For For
BONUS PLAN.
5 ADOPTION OF POLICY REQUIRING EXECUTIVES TO RETAIN Shareholder Against For
75% OF ALL EQUITY-BASED COMPENSATION FOR 2 YEARS
FOLLOWING SEPARATION FROM DIRECTV.
--------------------------------------------------------------------------------
NEW YORK COMMUNITY BANCORP, INC.
SECURITY 649445103 MEETING TYPE Annual
TICKER SYMBOL NYB MEETING DATE 03-Jun-2010
ISIN US6494451031 AGENDA 933253370 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 DONALD M. BLAKE For For
2 MICHAEL J. LEVINE For For
3 GUY V. MOLINARI For For
4 JOHN M. TSIMBINOS For For
02 THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF NEW YORK COMMUNITY BANCORP, INC. FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 113
--------------------------------------------------------------------------------
LAS VEGAS SANDS CORP.
SECURITY 517834107 MEETING TYPE Annual
TICKER SYMBOL LVS MEETING DATE 03-Jun-2010
ISIN US5178341070 AGENDA 933254079 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 SHELDON G. ADELSON For For
2 IRWIN CHAFETZ For For
2 TO CONSIDER AND ACT UPON THE RATIFICATION OF THE Management For For
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3 TO CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL Shareholder Against For
REGARDING SUSTAINABILITY REPORT.
4 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY Management For For
COME BEFORE THE MEETING OR ANY ADJOURNMENTS
THEREOF.
--------------------------------------------------------------------------------
MILLIPORE CORPORATION
SECURITY 601073109 MEETING TYPE Special
TICKER SYMBOL MIL MEETING DATE 03-Jun-2010
ISIN US6010731098 AGENDA 933270249 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 APPROVE THE AGREEMENT AND PLAN OF SHARE Management For For
EXCHANGE, (THE "EXCHANGE AGREEMENT"), BY AND
AMONG MILLIPORE CORPORATION, MERCK KGAA AND
CONCORD INVESTMENTS CORP., PURSUANT TO WHICH
EACH OUTSTANDING SHARE OF COMMON STOCK WILL BE
TRANSFERRED BY OPERATION OF LAW TO CONCORD
INVESTMENTS CORP. IN EXCHANGE FOR THE RIGHT TO
RECEIVE $107.00 PER SHARE IN CASH, WITHOUT INTEREST.
02 APPROVE THE ADJOURNMENT OR POSTPONEMENT OF Management For For
THE SPECIAL MEETING TO A LATER DATE OR TIME, IF
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF THE APPROVAL OF THE EXCHANGE
AGREEMENT.
--------------------------------------------------------------------------------
LAYNE CHRISTENSEN COMPANY
SECURITY 521050104 MEETING TYPE Annual
TICKER SYMBOL LAYN MEETING DATE 03-Jun-2010
ISIN US5210501046 AGENDA 933273726 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 DAVID A.B. BROWN For For
2 J. SAMUEL BUTLER For For
3 ROBERT R. GILMORE For For
4 ANTHONY B. HELFET For For
5 NELSON OBUS For For
6 JEFFREY J. REYNOLDS For For
7 RENE J. ROBICHAUD For For
8 ANDREW B. SCHMITT For For
02 PROPOSAL TO RATIFY THE SELECTION OF THE Management For For
ACCOUNTING FIRM OF DELOITTE & TOUCHE LLP AS LAYNE
CHRISTENSEN'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JANUARY 31, 2011.
03 STOCKHOLDER PROPOSAL REGARDING THE Shareholder Against For
PREPARATION OF A SUSTAINABILITY REPORT.
--------------------------------------------------------------------------------
WAL-MART STORES, INC.
SECURITY 931142103 MEETING TYPE Annual
TICKER SYMBOL WMT MEETING DATE 04-Jun-2010
ISIN US9311421039 AGENDA 933249939 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: AIDA M. ALVAREZ Management For For
1B ELECTION OF DIRECTOR: JAMES W. BREYER Management For For
1C ELECTION OF DIRECTOR: M. MICHELE BURNS Management For For
1D ELECTION OF DIRECTOR: JAMES I. CASH, JR. Management For For
1E ELECTION OF DIRECTOR: ROGER C. CORBETT Management For For
1F ELECTION OF DIRECTOR: DOUGLAS N. DAFT Management For For
1G ELECTION OF DIRECTOR: MICHAEL T. DUKE Management For For
1H ELECTION OF DIRECTOR: GREGORY B. PENNER Management For For
1I ELECTION OF DIRECTOR: STEVEN S REINEMUND Management For For
1J ELECTION OF DIRECTOR: H. LEE SCOTT, JR. Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 114
1K ELECTION OF DIRECTOR: ARNE M. SORENSON Management For For
1L ELECTION OF DIRECTOR: JIM C. WALTON Management For For
1M ELECTION OF DIRECTOR: S. ROBSON WALTON Management For For
1N ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS Management For For
1O ELECTION OF DIRECTOR: LINDA S. WOLF Management For For
02 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
ACCOUNTANTS
03 APPROVAL OF THE WAL-MART STORES, INC. STOCK Management For For
INCENTIVE PLAN OF 2010
04 APPROVAL OF THE ASDA LIMITED SHARESAVE PLAN 2000, Management For For
AS AMENDED
05 GENDER IDENTITY NON-DISCRIMINATION POLICY Shareholder Against For
06 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shareholder Against For
07 POLITICAL CONTRIBUTIONS REPORT Shareholder Against For
08 SPECIAL SHAREOWNER MEETINGS Shareholder Against For
09 POULTRY SLAUGHTER Shareholder Against For
10 LOBBYING PRIORITIES REPORT Shareholder Against For
--------------------------------------------------------------------------------
CHINA MENGNIU DAIRY CO LTD
SECURITY G21096105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 09-Jun-2010
ISIN KYG210961051 AGENDA 702408469 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 Approve the audited financial statements and the reports of the Management For For
Directors and the Independent Auditors FYE 31 DEC 2009
2 Approve the proposed final dividend Management For For
3 A Re-elect Mr. Niu Gensheng as Director and authorize the Board of Management For For
Directors of the Company to fix his remuneration
3 B Re-elect Mr. Wu Jingshui as Director and authorize the Board of Management For For
Directors of the Company to fix his remuneration
3 C Re-elect Mr. Ding Sheng as Director and authorize the Board of Management For For
Directors of the Company to fix his remuneration
3 D Re-elect Mr. Jiao Shuge as a Director and authorize the Board of Management For For
Directors of the Company to fix his remuneration
3 E Re-elect Mr. Julian Juul Wolhardt as a Director and authorize the Management For For
Board of Directors of the Company to fix his remuneration
3 F Re-elect Mr. Ma Wangjun as a Director and authorize the Board of Management For For
Directors of the Company to fix his remuneration
3 G Re-elect Mr. Zhang Julin as a Director and authorize the Board of Management For For
Directors of the Company to fix his remuneration
4 Re-appoint Ernst & Young as the Auditors of the Company and Management For For
authorize the Board of Directors to fix their remuneration
5 Authorize the Directors to repurchase shares in the Company not Management For For
exceeding 10% of the issued share capital of the Company
6 Authorize the Directors to allot, issue and deal with additional Management For For
shares not exceeding 20% of the issued share capital of the
Company
7 Authorize the Directors to allot, issue and deal with additional Management For For
shares in the Company to include the nominal amount of shares
repurchased under Resolution 5, if passed
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE 'IN FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS.
THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting
BY CLICKING ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20100429/LTN2
01004291779.pdf
--------------------------------------------------------------------------------
DEVON ENERGY CORPORATION
SECURITY 25179M103 MEETING TYPE Annual
TICKER SYMBOL DVN MEETING DATE 09-Jun-2010
ISIN US25179M1036 AGENDA 933260185 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 JOHN RICHELS For For
02 RATIFY THE APPOINTMENT OF THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR 2010.
03 ADOPT SIMPLE MAJORITY VOTE. Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 115
--------------------------------------------------------------------------------
FREEPORT-MCMORAN COPPER & GOLD INC.
SECURITY 35671D857 MEETING TYPE Annual
TICKER SYMBOL FCX MEETING DATE 09-Jun-2010
ISIN US35671D8570 AGENDA 933262064 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 DIRECTOR Management
1 RICHARD C. ADKERSON For For
2 ROBERT J. ALLISON, JR. For For
3 ROBERT A. DAY For For
4 GERALD J. FORD For For
5 H. DEVON GRAHAM, JR. For For
6 CHARLES C. KRULAK For For
7 BOBBY LEE LACKEY For For
8 JON C. MADONNA For For
9 DUSTAN E. MCCOY For For
10 JAMES R. MOFFETT For For
11 B. M. RANKIN, JR. For For
12 STEPHEN H. SIEGELE For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
3 ADOPTION OF THE AMENDED AND RESTATED 2006 STOCK Management For For
INCENTIVE PLAN.
4 STOCKHOLDER PROPOSAL REGARDING THE SELECTION Shareholder Against For
OF A CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE
RECOMMENDED FOR ELECTION TO THE COMPANY'S
BOARD OF DIRECTORS.
5 STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF Shareholder Against For
A POLICY REQUIRING SENIOR EXECUTIVES TO RETAIN
SHARES ACQUIRED THROUGH EQUITY COMPENSATION
PROGRAMS UNTIL TWO YEARS FOLLOWING TERMINATION
OF THEIR EMPLOYMENT.
--------------------------------------------------------------------------------
FRANCE TELECOM
SECURITY 35177Q105 MEETING TYPE Annual
TICKER SYMBOL FTE MEETING DATE 09-Jun-2010
ISIN US35177Q1058 AGENDA 933279209 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS FOR Management For For
THE FINANCIAL YEAR ENDED DECEMBER 31, 2009
02 APPROVAL OF THE CONSOLIDATED FINANCIAL Management For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED
DECEMBER 31, 2009
03 ALLOCATION OF THE RESULT FOR THE FINANCIAL YEAR Management For For
ENDED DECEMBER 31, 2009, AS STATED IN THE ANNUAL
FINANCIAL STATEMENTS
04 APPROVAL OF THE AGREEMENT REFERRED TO IN ARTICLE Management For For
L 225-38 OF THE FRENCH COMMERCIAL CODE
05 APPROVAL OF THE AGREEMENTS REFERRED TO IN Management For For
ARTICLE L 225-38 OF THE FRENCH COMMERCIAL CODE
06 APPROVAL OF SUPPLEMENTAL AGREEMENT TO Management For For
AGREEMENTS ENTERED INTO WITH NOVALIS, PURSUANT
TO THE LAST PARAGRAPH OF ARTICLE L 225-42-1 OF THE
FRENCH COMMERCIAL CODE
07 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Management For For
DIRECTORS TO PURCHASE OR TRANSFER FRANCE
TELECOM SHARES
08 APPOINTMENT OF MR. STEPHANE RICHARD AS DIRECTOR Management For For
09 ELECTION OF MR. MARC MAOUCHE AS DIRECTOR Management For For
REPRESENTING THE EMPLOYEE SHAREHOLDERS
10 ELECTION OF MR. JEAN-PIERRE BORDERIEUX AS Management For For
DIRECTOR REPRESENTING THE EMPLOYEE
SHAREHOLDERS
11 DELEGATION OF POWERS OF ATTORNEY TO THE BOARD Management For For
OF DIRECTORS TO ISSUE SHARES RESERVED FOR
PERSONS SIGNING A LIQUIDITY CONTRACT WITH THE
COMPANY IN THEIR CAPACITY AS HOLDER OF SHARES OR
STOCK OPTIONS OF ORANGE S.A.
12 DELEGATION OF POWERS OF ATTORNEY TO THE BOARD Management For For
OF DIRECTORS TO PROCEED WITH THE FREE ISSUANCE
OF OPTION-BASED LIQUIDITY INSTRUMENTS RESERVED
FOR THOSE HOLDERS OF STOCK
13 AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS TO Management For For
GRANT SUBSCRIPTION AND/OR PURCHASE OPTIONS TO
THE COMPANY'S SHARE
14 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO PROCEED WITH CAPITAL INCREASES
RESERVED FOR MEMBERS OF SAVINGS PLANS
15 AUTHORIZED TO THE BOARD OF DIRECTORS TO REDUCE Management For For
THE SHARE CAPITAL THROUGH THE CANCELLATION OF
SHARES
16 POWERS FOR FORMALITIES Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 116
--------------------------------------------------------------------------------
GVT HOLDING SA, CURITIBA
SECURITY P5145T104 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 10-Jun-2010
ISIN BRGVTTACNOR8 AGENDA 702485283 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE-REPRESENTATIVE
CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN Non-Voting
THE SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES
IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-
ARE ALLOWED. THANK YOU
1 Approve to decide regarding the proposal for the redemption of Management No Action
common shares issued by the Company remaining in free float, in
accordance with the terms of Article 4, Paragraph 5, of the
Brazilian Corporate Law and of Item 5.5 of the notice of public
tender for the acquisition of common shares of the Company,
bearing in mind the disposition of control of the Company, the
increase of ownership interest and, also, for the cancellation of the
registration of the Company, from here onward the public tender
offer, published on 26 MAR 2010, from here onward the notice,
bearing in mind that the percentage of the shares in free float,
after the settlement of the public tender offer is less than five
percent of the total shares issued by the Company
--------------------------------------------------------------------------------
CHESAPEAKE ENERGY CORPORATION
SECURITY 165167107 MEETING TYPE Annual
TICKER SYMBOL CHK MEETING DATE 11-Jun-2010
ISIN US1651671075 AGENDA 933277697 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 FRANK KEATING For For
2 MERRILL A. MILLER, JR. For For
3 FREDERICK B. WHITTEMORE For For
02 TO APPROVE AN AMENDMENT TO OUR LONG TERM Management For For
INCENTIVE PLAN.
03 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2010.
04 SHAREHOLDER PROPOSAL RELATING TO ANNUAL CASH Shareholder Against For
BONUSES TO NAMED EXECUTIVE OFFICERS.
05 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE Shareholder Against For
PARTICIPATION IN DERIVATIVE OR SPECULATIVE
TRANSACTIONS INVOLVING STOCK.
06 SHAREHOLDER PROPOSAL REQUESTING AN ADVISORY Shareholder Against For
SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION.
07 SHAREHOLDER PROPOSAL REQUESTING AN ADVISORY Shareholder Against For
SHAREHOLDER VOTE ON EXECUTIVE AND DIRECTOR
COMPENSATION.
08 SHAREHOLDER PROPOSAL RELATING TO HYDRAULIC Shareholder Against For
FRACTURING.
09 SHAREHOLDER PROPOSAL RELATING TO A Shareholder Against For
SUSTAINABILITY REPORT.
--------------------------------------------------------------------------------
PHH CORPORATION
SECURITY 693320202 MEETING TYPE Annual
TICKER SYMBOL PHH MEETING DATE 15-Jun-2010
ISIN US6933202029 AGENDA 933264359 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 MS. DEBORAH M. REIF For For
2 MR. C.R. WETZEL, JR. For For
02 TO CONSIDER AND VOTE UPON A PROPOSAL TO RATIFY Management For For
THE SELECTION OF DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 117
--------------------------------------------------------------------------------
HELLENIC TELECOMMUNICATIONS ORGANIZATION S A
SECURITY X3258B102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 16-Jun-2010
ISIN GRS260333000 AGENDA 702449011 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 Approve the Management report of the Board of Directors, the Management No Action
audit report prepared by Certified Auditors on the Separate and
Consolidated Financial Statements of OTE S.A. ended on 31 DEC
2009, as well as of the Annual Financial Statements both
Separate and Consolidated of the FY 2009 1/1/2009-31/12/2009 ;
and the profit distribution and dividend payment
2 Approve the exoneration of the members of the Board of Directors Management No Action
and the Auditors of all liability, for the FY 2009, pursuant to Article
35 of C.L.2190/1920
3 Appointment of Chartered Auditors for the Ordinary Audit of the Management No Action
financial statements of OTE S.A. both Separate and Consolidated
, in accordance with the International Financial Reporting
Standards, for the fiscal year 2010 and approve the determination
of their fees
4 Approve the remuneration paid to the members of the Board of Management No Action
Directors, the Audit Committee and the Compensation & Human
Resources Committee for the fiscal year 2009 and determination
of their remuneration for the FY 2010
5 Approve the disbursement by OTE of an amount for public welfare Management No Action
purposes in lieu of the payment of a special performance bonus in
cash to the Chairman of the Board of Directors and CEO for the
FY 2009
6 Approve the renewal of the contract for the insurance coverage of Management No Action
the Company's members of the Board of Directors and Officers
against liabilities incurred in the exercise of their responsibilities,
duties or authorities and granting of power to sign it
7 Approve to grant the special permission by the General Meeting Management No Action
pursuant to Article 23a, paragraphs 2 and 4 of C.L.2190/1920, for
the approval of the amendment of terms of contracts concluded
between members of the Company's Board of Directors and the
Company
8 Approve the amendment of Article 2 Object of the Company's Management No Action
Articles of Incorporation in force, for the purpose of expanding its
business activities
9 Approve to grant the special permission by the General Meeting Management No Action
pursuant to Article 23a, para. 2 of C.L.2190/1920, for the
conclusion of a loan offered by the Deutsche Telekom Group to
OTE S.A., under financial terms and conditions equal to or better
than the financial terms and conditions offered by a third party /
Assignment of relevant powers
10 Approve the announcement of the re-composition of the Board of Management No Action
Directors, according to Article 9 para 4 of the Company's Articles
of Incorporation
11 Appointment of members of the Audit Committee, pursuant to Management No Action
Article 37 of Law 3693/2008
12 Miscellaneous announcements Management No Action
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A-SECOND CALL ON 28
JUN 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO-ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
THE-MEETING IS CANCELLED. THANK YOU.
--------------------------------------------------------------------------------
HELLENIC TELECOMMUNICATIONS ORG. S.A.
SECURITY 423325307 MEETING TYPE Annual
TICKER SYMBOL OTE MEETING DATE 16-Jun-2010
ISIN US4233253073 AGENDA 933298653 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 APPROVAL OF THE MANAGEMENT REPORT OF THE BOARD Management For For
AND THE AUDIT REPORT, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT
02 EXONERATION OF MEMBERS OF THE BOARD & AUDITORS Management For For
OF ALL LIABILITY, FOR FISCAL YEAR 2009, PURSUANT TO
ARTICLE 35 OF C.L.2190/1920
03 APPOINTMENT OF CHARTERED AUDITORS FOR THE Management For For
ORDINARY AUDIT OF THE FINANCIAL STATEMENTS OF OTE
S.A. FOR THE FISCAL YEAR 2010
04 APPROVAL OF THE REMUNERATION PAID TO THE Management For For
MEMBERS OF THE BOARD OF DIRECTORS, THE AUDIT
COMMITTEE AND THE COMPENSATION & HUMAN
RESOURCES COMMITTEE FOR THE FISCAL YEAR 2009 AND
DETERMINATION OF THEIR REMUNERATION FOR THE
FISCAL YEAR 2010
05 APPROVAL OF DISBURSEMENT BY OTE OF AN AMOUNT Management For For
FOR PUBLIC WELFARE PURPOSES, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT
06 RENEWAL OF THE CONTRACT FOR THE INSURANCE Management For For
COVERAGE OF THE COMPANY'S MEMBERS OF THE BOARD
OF DIRECTORS AND OFFICERS
07 AMENDMENT OF TERMS OF CONTRACTS BETWEEN BOARD Management For For
AND COMPANY, PURSUANT TO ARTICLE 23A, PARAS, 2 AND
4 OF C.L.2190/1920
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 118
08 AMENDMENT OF ARTICLE 2 OF COMPANY'S ARTICLES OF Management For For
INCORPORATION IN FORCE, FOR THE PURPOSE OF
EXPANDING ITS BUSINESS ACTIVITIES
09 GRANTING OF SPECIAL PERMISSION FOR THE Management For For
CONCLUSION OF A LOAN OFFERED BY THE DUETSCHE
TELEKOM GROUP TP OTE S.A., PURSUANT TO ARTICLE 23A,
PARA, 2 OF C.L.2190/1920
10 ANNOUNCEMENT OF RE-COMPOSITION OF BOARD OF Management For For
DIRECTORS, ACCORDING TO ARTICLE 9 PARA 4 OF THE
COMPANY'S ARTICLES OF INCORPORATION
11 APPOINTMENT OF MEMBERS OF THE AUDIT COMMITTEE, Management For For
PURSUANT TO ARTICLE 37 OF LAW 3693/2008
12 MISCELLANEOUS ANNOUNCEMENTS Management For For
--------------------------------------------------------------------------------
LIBERTY GLOBAL, INC.
SECURITY 530555101 MEETING TYPE Annual
TICKER SYMBOL LBTYA MEETING DATE 17-Jun-2010
ISIN US5305551013 AGENDA 933266226 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 MIRANDA CURTIS For For
2 JOHN W. DICK For For
3 J.C. SPARKMAN For For
4 J. DAVID WARGO For For
02 REAPPROVAL OF THE MATERIAL TERMS OF THE Management For For
PERFORMANCE GOALS UNDER THE LIBERTY GLOBAL, INC.
2005 INCENTIVE PLAN
03 RATIFICATION OF THE SELECTION OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2010
--------------------------------------------------------------------------------
ENDESA SA, MADRID
SECURITY E41222113 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 21-Jun-2010
ISIN ES0130670112 AGENDA 702439820 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A-SECOND CALL ON 22
JUN 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
1 Approve the individual annual accounts of ENDESA, SA balance Management For For
sheet, profit and loss account, statement of changes in equity,
cash flow statement and notes , as well as the consolidated
financial statements of Endesa, SA and subsidiaries Consolidated
Balance Sheet, Profit and Loss Account Consolidated,
Consolidated Statement of comprehensive income, Statement of
Changes in Equity Consolidated Cash Flow Statement and Notes
to Consolidated for the YE 31 DEC 2009
2 Approve, where appropriate, the individual management report of Management For For
Endesa, SA and Consolidated Management Report of Endesa, SA
and subsidiaries for the YE 31 DEC 2009
3 Approve the social management for the YE 31 DEC 2009 Management For For
4 Approve applying the results and the distribution of the dividend Management For For
for the YE 31 DEC 2009
5 Authorize the Board of Directors for a term of 5 years to issue Management For For
bonds, promissory notes and other fixed income securities of
similar nature, both in nature and simple as exchangeable or
convertible into shares of the Company as well as warrants, with
attribution, in the case of convertible securities or qualifying for
the subscription of new shares, the power to exclude the preferential
subscription right of shareholders, as well as the power to issue
preference shares, to ensure emissions from Group Companies
and to seek admission to trading on secondary markets of
securities issued
6 Authorize the Company and its affiliates can acquire own shares Management For For
pursuant to the provisions of Article 75 and the first additional
provision of the Corporations Act
7 Amend the Regulations of the Board of Directors Management For For
8 Authorize the Board of Directors for the execution and Management For For
development of agreements adopted by the Board, so as to
substitute the powers received from the Board and approve to
grant authority for a public instrument and registration of such
agreements and for their relief, if necessary
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 119
--------------------------------------------------------------------------------
ELECTRIC POWER DEVELOPMENT CO.,LTD.
SECURITY J12915104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 22-Jun-2010
ISIN JP3551200003 AGENDA 702461358 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
--------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS
SECURITY 71654V408 MEETING TYPE Special
TICKER SYMBOL PBR MEETING DATE 22-Jun-2010
ISIN US71654V4086 AGENDA 933296635 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 TO APPROVE THE MODIFICATION OF THE BYLAWS OF THE Management Against Against
COMPANY, ALL AS MORE FULLY DESCRIBED IN THE
COMPANY'S WEBSITE.
--------------------------------------------------------------------------------
YAKULT HONSHA CO.,LTD.
SECURITY J95468120 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 23-Jun-2010
ISIN JP3931600005 AGENDA 702486398 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1.1 Appoint a Director Management For For
1.2 Appoint a Director Management For For
1.3 Appoint a Director Management For For
1.4 Appoint a Director Management For For
1.5 Appoint a Director Management For For
1.6 Appoint a Director Management For For
1.7 Appoint a Director Management For For
1.8 Appoint a Director Management For For
1.9 Appoint a Director Management For For
1.10 Appoint a Director Management For For
1.11 Appoint a Director Management For For
1.12 Appoint a Director Management For For
1.13 Appoint a Director Management For For
1.14 Appoint a Director Management For For
1.15 Appoint a Director Management For For
1.16 Appoint a Director Management For For
1.17 Appoint a Director Management For For
1.18 Appoint a Director Management For For
1.19 Appoint a Director Management For For
1.20 Appoint a Director Management For For
1.21 Appoint a Director Management For For
1.22 Appoint a Director Management For For
1.23 Appoint a Director Management For For
1.24 Appoint a Director Management For For
1.25 Appoint a Director Management For For
1.26 Appoint a Director Management For For
2 Approve Abolition of Performance-based Compensations to Management For For
Operating Executive Officers
--------------------------------------------------------------------------------
TEEKAY CORPORATION
SECURITY Y8564W103 MEETING TYPE Annual
TICKER SYMBOL TK MEETING DATE 23-Jun-2010
ISIN MHY8564W1030 AGENDA 933277647 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 DIRECTOR Management
1 PETER JANSON For For
2 EILEEN MERCIER For For
3 TORE SANDVOLD For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 120
--------------------------------------------------------------------------------
WEATHERFORD INTERNATIONAL LTD
SECURITY H27013103 MEETING TYPE Annual
TICKER SYMBOL WFT MEETING DATE 23-Jun-2010
ISIN CH0038838394 AGENDA 933282612 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 APPROVAL OF THE 2009 ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS OF
WEATHERFORD INTERNATIONAL LTD. FOR THE YEAR
ENDED DECEMBER 31, 2009 AND THE STATUTORY
FINANCIAL STATEMENTS OF WEATHERFORD
INTERNATIONAL LTD. FOR THE YEAR ENDED DECEMBER
31, 2009.
02 DISCHARGE OF THE BOARD OF DIRECTORS AND Management For For
EXECUTIVE OFFICERS FROM LIABILITY FOR ACTIONS
DURING THE YEAR ENDED DECEMBER 31, 2009.
3A ELECTION OF THE DIRECTOR: BERNARD J. DUROC- Management For For
DANNER
3B ELECTION OF THE DIRECTOR: SAMUEL W. BODMAN, III Management For For
3C ELECTION OF THE DIRECTOR: DAVID J. BUTTERS Management For For
3D ELECTION OF THE DIRECTOR: NICHOLAS F. BRADY Management For For
3E ELECTION OF THE DIRECTOR: WILLIAM E. MACAULAY Management For For
3F ELECTION OF THE DIRECTOR: ROBERT B. MILLARD Management For For
3G ELECTION OF THE DIRECTOR: ROBERT K. MOSES, JR. Management For For
3H ELECTION OF THE DIRECTOR: GUILLERMO ORTIZ Management For For
3I ELECTION OF THE DIRECTOR: EMYR JONES PARRY Management For For
3J ELECTION OF THE DIRECTOR: ROBERT A. RAYNE Management For For
04 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR
ENDING DECEMBER 31, 2010 AND THE RE-ELECTION OF
ERNST & YOUNG LTD, ZURICH AS STATUTORY AUDITOR
FOR YEAR ENDING DECEMBER 31, 2010.
05 APPROVAL OF THE RECLASSIFICATION OF CHF 475 Management For For
MILLION OF LEGAL RESERVES (ADDITIONAL PAID-IN
CAPITAL) TO OTHER RESERVES.
06 APPROVAL OF AN AMENDMENT TO THE ARTICLES OF Management For For
ASSOCIATION TO EXTEND THE COMPANY'S AUTHORIZED
SHARE CAPITAL TO JUNE 23, 2012 AND TO INCREASE
ISSUABLE AUTHORIZED CAPITAL TO AN AMOUNT EQUAL TO
50% OF STATED CAPITAL AS OF MAY 5, 2010.
07 APPROVAL OF AN AMENDMENT TO THE ARTICLES OF Management For For
ASSOCIATION TO INCREASE THE AMOUNT OF
CONDITIONAL CAPITAL TO 50% OF STATED CAPITAL AS OF
MAY 5, 2010 AND TO SPECIFY IN THE ARTICLES OF
ASSOCIATION THE AMOUNT OF CONDITIONAL SHARE
CAPITAL THAT MAY BE ALLOCATED TO EACH CATEGORY
OF BENEFICIARY PROVIDED FOR IN THE ARTICLES.
08 APPROVAL OF THE WEATHERFORD INTERNATIONAL LTD. Management For For
2010 OMNIBUS INCENTIVE PLAN.
--------------------------------------------------------------------------------
KIKKOMAN CORPORATION
SECURITY J32620106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 24-Jun-2010
ISIN JP3240400006 AGENDA 702461106 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
3. Appoint a Substitute Corporate Auditor Management For For
4. Decide the Gratis Allotment of New Share Subscription Rights for Management Against Against
the Takeover Defense Measure
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 121
--------------------------------------------------------------------------------
SUPERVALU INC.
SECURITY 868536103 MEETING TYPE Annual
TICKER SYMBOL SVU MEETING DATE 24-Jun-2010
ISIN US8685361037 AGENDA 933274766 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: DONALD R. CHAPPEL Management For For
1B ELECTION OF DIRECTOR: IRWIN S. COHEN Management For For
1C ELECTION OF DIRECTOR: RONALD E. DALY Management For For
1D ELECTION OF DIRECTOR: SUSAN E. ENGEL Management For For
1E ELECTION OF DIRECTOR: CRAIG R. HERKERT Management For For
1F ELECTION OF DIRECTOR: CHARLES M. LILLIS Management For For
1G ELECTION OF DIRECTOR: STEVEN S. ROGERS Management For For
1H ELECTION OF DIRECTOR: MATTHEW E. RUBEL Management For For
1I ELECTION OF DIRECTOR: WAYNE C. SALES Management For For
1J ELECTION OF DIRECTOR: KATHI P. SEIFERT Management For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.
03 TO CONSIDER AND VOTE ON A MANAGEMENT PROPOSAL Management For For
TO CONDUCT A TRIENNIAL ADVISORY VOTE ON EXECUTIVE
COMPENSATION AS DESCRIBED IN THE ATTACHED PROXY
STATEMENT.
--------------------------------------------------------------------------------
YAHOO! INC.
SECURITY 984332106 MEETING TYPE Annual
TICKER SYMBOL YHOO MEETING DATE 24-Jun-2010
ISIN US9843321061 AGENDA 933275073 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1A ELECTION OF DIRECTOR: CAROL BARTZ Management For For
1B ELECTION OF DIRECTOR: ROY J. BOSTOCK Management For For
1C ELECTION OF DIRECTOR: PATTI S. HART Management For For
1D ELECTION OF DIRECTOR: ERIC HIPPEAU Management For For
1E ELECTION OF DIRECTOR: SUSAN M. JAMES Management For For
1F ELECTION OF DIRECTOR: VYOMESH JOSHI Management For For
1G ELECTION OF DIRECTOR: ARTHUR H. KERN Management For For
1H ELECTION OF DIRECTOR: BRAD D. SMITH Management For For
1I ELECTION OF DIRECTOR: GARY L. WILSON Management For For
1J ELECTION OF DIRECTOR: JERRY YANG Management For For
02 APPROVAL OF AMENDMENTS TO THE COMPANY'S 1996 Management For For
DIRECTORS' STOCK PLAN.
03 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
04 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE Shareholder Against For
COMPENSATION ADVISORY VOTE, IF PROPERLY
PRESENTED AT THE ANNUAL MEETING.
--------------------------------------------------------------------------------
CHUBU ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J06510101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Jun-2010
ISIN JP3526600006 AGENDA 702466891 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
2.15 Appoint a Director Management For For
3. Approve Payment of Bonuses to Directors Management For For
4. Shareholders' Proposals: Approve Appropriation of Retained Shareholder Against For
Earnings
5. Shareholders' Proposals: Amend Articles to Remove Pluthermal Shareholder Against For
Nuclear Power Generation from Business Lines
6. Shareholders' Proposals: Amend Articles to Close Safely the Shareholder Against For
Hamaoka Nuclear Power Plants (Unit 3 to 5) Located at the
Epicenter of the Expected Tokai Earthquake
7. Shareholders' Proposals: Amend Articles to Develop Small Scale Shareholder Against For
Distributed Power Plant Utilizing Natural Energy
8. Shareholders' Proposals: Amend Articles to Freeze Centralization Shareholder Against For
of Large Scale Power Plant for Enhancement of Stable Energy
Supply
9. Shareholders' Proposals: Amend Articles to Enhance Disclosure Shareholder Against For
of Information
10. Shareholders' Proposals: Amend Articles to Withdraw from Shareholder Against For
Development Corporation of the Monju Fast Breeder Reactor
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 122
--------------------------------------------------------------------------------
THE TOKYO ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J86914108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Jun-2010
ISIN JP3585800000 AGENDA 702470167 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
Please reference meeting materials. Non-Voting
1. Appropriation of Surplus Management For For
2.1 Election of a Director Management For For
2.2 Election of a Director Management For For
2.3 Election of a Director Management For For
2.4 Election of a Director Management For For
2.5 Election of a Director Management For For
2.6 Election of a Director Management For For
2.7 Election of a Director Management For For
2.8 Election of a Director Management For For
2.9 Election of a Director Management For For
2.10 Election of a Director Management For For
2.11 Election of a Director Management For For
2.12 Election of a Director Management For For
2.13 Election of a Director Management For For
2.14 Election of a Director Management For For
2.15 Election of a Director Management For For
2.16 Election of a Director Management For For
2.17 Election of a Director Management For For
2.18 Election of a Director Management For For
2.19 Election of a Director Management For For
2.20 Election of a Director Management For For
3.1 Election of an Auditor Management For For
3.2 Election of an Auditor Management For For
4. Shareholders' Proposals : Appropriation of Surplus Shareholder Against For
5. Shareholders' Proposals : Partial Amendments to the Articles of Shareholder Against For
Incorporation (1)
6. Shareholders' Proposals : Partial Amendments to the Articles of Shareholder Against For
Incorporation (2)
7. Shareholders' Proposals : Partial Amendments to the Articles of Shareholder Against For
Incorporation (3)
8. Shareholders' Proposals : Partial Amendments to the Articles of Shareholder Against For
Incorporation (4)
--------------------------------------------------------------------------------
HELLENIC TELECOMMUNICATIONS ORGANIZATION S A
SECURITY X3258B102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 28-Jun-2010
ISIN GRS260333000 AGENDA 702526344 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
PLEASE BE INFORMED THAT IN THE MEETING HELD ON 16 Non-Voting
JUN 2010, ALL ITEMS OF THE A-GENDA WERE APPROVED,
EXCEPT RESOLUTION 8 DUE TO LACK OF THE QUORUM
REQUIRED. T-HANK YOU.
1. Approve the modification of Article 2 of the Company's Management No Action
Association referring to the Company's scope in order to expand
it's activities
--------------------------------------------------------------------------------
TOHOKU ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J85108108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3605400005 AGENDA 702470179 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 123
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
2.15 Appoint a Director Management For For
2.16 Appoint a Director Management For For
2.17 Appoint a Director Management For For
3. Approve Payment of Bonuses to Directors Management For For
4. Amend Remuneration System for Directors Management For For
5. Shareholders' Proposals: Amend Articles to Establish Position of Shareholder Against For
Special Director in Focus on Resources and Environment and
Energy Industry
6. Shareholders' Proposals: Amend Articles to Require Disclosure of Shareholder Against For
Corporate Officer Compensation
7. Shareholders' Proposals: Amend Articles to Enhance Disclosure Shareholder Against For
of Information
8. Shareholders' Proposals: Amend Articles to Prohibit Hire of Shareholder Against For
Employees from Governmental Agencies Which Have Close
Relationship with the Company
9. Shareholders' Proposals: Amend Articles to Withdraw from Shareholder Against For
Development Corporation of the Monju Fast Breeder Reactor
10. Shareholders' Proposals: Amend Articles to Abandon Pluthermal Shareholder Against For
Plan at the Onagawa Nuclear Power Station (Unit. 3)
--------------------------------------------------------------------------------
NISSIN FOODS HOLDINGS CO.,LTD.
SECURITY J58063124 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3675600005 AGENDA 702489306 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
3. Appoint a Substitute Corporate Auditor Management For For
4. Approve Renewal of Countermeasures to Large-Scale Management Against Against
Acquisitions of the Company's Shares
--------------------------------------------------------------------------------
HOKKAIDO ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J21378104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3850200001 AGENDA 702489774 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Approve Payment of Bonuses to Directors Management For For
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
3.12 Appoint a Director Management For For
4. Appoint a Corporate Auditor Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 124
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KYUSHU ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J38468104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3246400000 AGENDA 702490830 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
2.15 Appoint a Director Management For For
2.16 Appoint a Director Management For For
2.17 Appoint a Director Management For For
3. Appoint a Corporate Auditor Management For For
4. Appoint a Substitute Corporate Auditor Management For For
5. Shareholders' Proposals: Amend Articles to Expand Business Shareholder Against For
Lines
6. Shareholders' Proposals: Amend Articles to Establish a Shareholder Against For
Committee for "Nuclear Power Plant and Health Problems"
7. Shareholders' Proposals: Amend Articles to Halt Operation of The Shareholder Against For
Sendai Nuclear Power Plant Unit 1&2 and Freeze building Unit 3
8. Shareholders' Proposals: Amend Articles to Declare Not to Build Shareholder Against For
Interim Storage of Spent Nuclear Fuel
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MORINAGA MILK INDUSTRY CO.,LTD.
SECURITY J46410114 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3926800008 AGENDA 702495765 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 Approve Appropriation of Profits Management For For
2 Allow Board to Authorize Use of Free Share Purchase Warrants Management Against Against
as Anti-Takeover Defense Measure
3 Appoint a Supplementary Auditor Management For For
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SHIKOKU ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J72079106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3350800003 AGENDA 702498672 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 Approve Appropriation of Profits Management For For
2 Approve Purchase of Own Shares Management For For
3 Appoint a Corporate Auditor Management For For
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HOKURIKU ELECTRIC POWER COMPANY
SECURITY J22050108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3845400005 AGENDA 702499016 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 Approve Appropriation of Profits Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
3 Approve Payment of Bonuses to Directors Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 125
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THE CHUGOKU ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J07098106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3522200009 AGENDA 702508435 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 Approve Appropriation of Profits Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
2.15 Appoint a Director Management For For
3 Shareholder's Proposal: Approve Appropriation of Profits Shareholder Against For
4 Shareholder's Proposal: Amend Articles to abolish use of nuclear Shareholder Against For
power
5 Shareholder's Proposal: Amend Articles to abandon cooperative Shareholder Against For
work in nuclear fuel cycles
6 Shareholder's Proposal: Amend Articles to establish a research Shareholder Against For
committee for integrated energy
7 Shareholder's Proposal: Appoint a Director Shareholder Against For
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THE KANSAI ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J30169106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3228600007 AGENDA 702513688 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1 Approve Appropriation of Profits Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
2.15 Appoint a Director Management For For
2.16 Appoint a Director Management For For
2.17 Appoint a Director Management For For
2.18 Appoint a Director Management For For
2.19 Appoint a Director Management For For
2.20 Appoint a Director Management For For
3 Appoint a Corporate Auditor Management For For
4 Approve Payment of Bonuses to Directors Management For For
5 Shareholder's Proposal: Amend Articles to Base All Operations on Shareholder Against For
Global CSR Standards
6 Shareholder's Proposal: Amend Articles to Disclose Minutes of Shareholder Against For
Shareholders' Meeting over the Internet, Including Criticism
7 Shareholder's Proposal: Amend Articles to Reduce Maximum Shareholder Against For
Board Size to 12
8 Shareholder's Proposal: Amend Articles to Reduce Maximum Shareholder Against For
Auditors Board Size to 6, and Include 3 Members of an
Environmental Protection NGO
9 Shareholder's Proposal : Amend Articles to Play an Active Role in Shareholder Against For
Promoting Global Environmental Conservation
10 Shareholder's Proposal: Amend Articles to Declare a Shift from Shareholder Against For
Nuclear Power Generation to Renewable Energy-based Power
Generation for Global Environmental Conservation and Persuit of
Sustainablity of Energy Source
11 Shareholder's Proposal: Amend Articles to Shift Towards Policies Shareholder Against For
to Reduce Energy Consumption
12 Shareholder's Proposal: Amend Articles to Prioritize Workers' Shareholder Against For
Rights and Those of Consumers and Local Residents
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Dividend and Income Trust 126
13 Shareholder's Proposal : Amend Articles to Prioritize Investment Shareholder Against For
in 'Lifeline' Facilities to Create Employment
14 Shareholder's Proposal: Approve Appropriation of Profits; Shareholder Against For
Dividends to Rise JPY10 from the Company's Proposal
15 Shareholder's Proposal: Remove a Director Shareholder Against For
16 Shareholder's Proposal: Amend Articles to: Promote a Shift from Shareholder Against For
Nuclear Power to Natural Energy
17 Shareholder's Proposal: Amend Articles to Disclose Each Shareholder Against For
Director's and Corporate Auditor's Compensation and Bonus
18 Shareholder's Proposal: Amend Articles to Abolish Use of Shareholder Against For
Reprocessed Spent Nuclear Fuel
19 Shareholder's Proposal: Amend Articles to Prohibit the Use of Shareholder Against For
Plutonium
20 Shareholder's Proposal: Amend Articles to Shut Down Nuclear Shareholder Against For
Facilities Where an Active Fault Exists Within 10km
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PORTUGAL TELECOM SGPS SA, LISBOA
SECURITY X6769Q104 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 30-Jun-2010
ISIN PTPTC0AM0009 AGENDA 702506695 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
1. Approve to resolve on the proposal received from Telefonica on Management For For
01 JUN 2010 regarding the acquisition of the shares held by
Companies of the Portugal Telecom Group in Brasilcel, N.V.,
under the terms and at the price of the current offer or at a higher
price presented
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ALLIANCEBERNSTEIN HLDG, L.P.
SECURITY 01881G106 MEETING TYPE Special
TICKER SYMBOL AB MEETING DATE 30-Jun-2010
ISIN US01881G1067 AGENDA 933289832 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----------- --------------------------------------------------------------------- ------------ ------------ -----------
01 LONG TERM INCENTIVE PLAN Management Against Against
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 Gabelli Dividend & Income Trust
By (Signature and Title)* /s/ Bruce N. Alpert
--------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date August 23, 2010
* Print the name and title of each signing officer under his or her
signature.