N-PX 1 franknpx201308.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM N-PX


ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY


Investment Company Act file number 811-21532


Frank Funds

(Exact name of registrant as specified in charter)


312 E. 22nd Street #2B

New York, New York 10010

(Address of principal executive offices)

 (Zip code)


Brian J. Frank

Frank Capital Partners LLC

6 Stacy Court

Parsippany, New Jersey 07054


(Name and address of agent for service)


Copies to:

JoAnn M. Strasser

Thompson Hine LLP

312 Walnut Street, 14th Floor

Cincinnati, Ohio 45202


Registrant's telephone number, including area code: 973-887-7698


Date of fiscal year end: June 30


Date of reporting period: June 30, 2013


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 notes.


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, 450 Fifth Street, NW, Washington, DC 20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.


ITEM 1. PROXY VOTING RECORD:


Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:


(a).

The name of the issuer of the portfolio security;

(b).

The exchange ticker symbol of the portfolio security;

(c).

The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;

(d).

The shareholder meeting date;

(e).

A brief identification of the matter voted on;

(f).

Whether the matter was proposed by the issuer or by a security holder;

(g).

Whether the Registrant cast its vote on the matter;

(h).

How the Registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i).

Whether the Registrant cast its vote for or against management.




Frank Value Fund Investor Class

AMERICAN EXPRESS COMPANY

Ticker Symbol:AXP Cusip Number:025816-109
Record Date: 3/1/2013 Meeting Date: 4/29/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) C. BARSHEFSKY 2) U.M. BURNS 3) K.I. CHENAULT 4) P. CHERNIN 5) A. LAUVERGEON 6) T.J. LEONSIS 7) R.C. LEVIN 8) R.A. MCGINN 9) S.J. PALMISANO 10) S.S REINEMUND 11) D.L. VASELLA 12) R.D. WALTER 13) R.A. WILLIAMS For Issuer For With
2 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. For Issuer For With
3 ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. For Issuer For With
4 SHAREHOLDER PROPOSAL RELATING TO SEPARATION OF CHAIRMAN AND CEO ROLES. Against Stockholder Against With

AMERISOURCEBERGEN CORPORATION

Ticker Symbol:ABC Cusip Number:03073E-105
Record Date: 1/2/2013 Meeting Date: 2/28/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 ELECTION OF DIRECTOR: STEVEN H. COLLIS For Issuer For With
1.2 ELECTION OF DIRECTOR: DOUGLAS R. CONANT For Issuer For With
1.3 ELECTION OF DIRECTOR: RICHARD W. GOCHNAUER For Issuer For With
1.4 ELECTION OF DIRECTOR: RICHARD C. GOZON For Issuer For With
1.5 ELECTION OF DIRECTOR: EDWARD E. HAGENLOCKER For Issuer For With
1.6 ELECTION OF DIRECTOR: KATHLEEN W. HYLE For Issuer For With
1.7 ELECTION OF DIRECTOR: MICHAEL J. LONG For Issuer For With
1.8 ELECTION OF DIRECTOR: HENRY W. MCGEE For Issuer For With
2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. For Issuer For With
3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. For Issuer For With

BERKSHIRE HATHAWAY INC.

Ticker Symbol:BRK-A Cusip Number:084670-702
Record Date: 3/6/2013 Meeting Date: 5/4/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) WARREN E. BUFFETT 2) CHARLES T. MUNGER 3) HOWARD G. BUFFETT 4) STEPHEN B. BURKE 5) SUSAN L. DECKER 6) WILLIAM H. GATES III 7) DAVID S. GOTTESMAN 8) CHARLOTTE GUYMAN 9) DONALD R. KEOUGH 10) THOMAS S. MURPHY 11) RONALD L. OLSON 12) WALTER SCOTT, JR. 13) MERYL B. WITMER For Issuer For With
2 SHAREHOLDER PROPOSAL REGARDING GREENHOUSE GAS AND OTHER AIR EMISSIONS. Against Stockholder Against With

BMC SOFTWARE, INC.

Ticker Symbol:BMC Cusip Number:055921-100
Record Date: 6/4/2012 Meeting Date: 7/25/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) CARL JAMES SCHAPER 2) THOMAS E. HOGAN 3) JOHN M. DILLON 4) ANDREAS W. MATTES For Issuer For With
2 TO APPROVE THE BMC SOFTWARE, INC. 2013 EMPLOYEE STOCK PURCHASE PLAN, AS DESCRIBED FURTHER IN THE COMPANY'S PROXY STATEMENT ON SCHEDULE 14A, FILED WITH THE SEC ON JUNE 5, 2012 (THE "COMPANY'S PROXY STATEMENT"). For Issuer For With
3 TO APPROVE THE COMPANY'S PROPOSAL TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE FIRM OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING MARCH 31, 2013. For Issuer For With
4 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DESCRIBED FURTHER IN THE COMPANY'S PROXY STATEMENT. For Issuer For With
5 TO APPROVE THE REPEALING OF ANY PROVISION OF OR AMENDMENT TO THE BY-LAWS ADOPTED BY THE BOARD SUBSEQUENT TO NOVEMBER 10, 2010 WITHOUT THE APPROVAL OF THE STOCKHOLDERS. For Issuer For With

BMC SOFTWARE, INC.

Ticker Symbol:BMC Cusip Number:055921-100
Record Date: 6/4/2012 Meeting Date: 7/25/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) ROBERT E. BEAUCHAMP 2) JON E. BARFIELD 3) GARY L. BLOOM 4) MELDON K. GAFNER 5) MARK J. HAWKINS 6) STEPHAN A. JAMES 7) P. THOMAS JENKINS 8) LOUIS J. LAVIGNE, JR. 9) KATHLEEN A. O'NEIL 10) TOM C. TINSLEY Against Issuer For With
2 TO APPROVE THE BMC SOFTWARE, INC. 2013 EMPLOYEE STOCK PURCHASE PLAN. For Issuer For With
3 TO RATIFY THE APPOINTMENT BY OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF BMC SOFTWARE, INC. FOR THE FISCAL YEAR ENDING MARCH 31, 2013. For Issuer For With
4 TO APPROVE EXECUTIVE COMPENSATION ON AN ADVISORY BASIS. Against Issuer For Against
5 TO VOTE ON A STOCKHOLDER PROPOSAL SUBMITTED BY ELLIOTT ASSOCIATES, L.P. AND ELLIOTT INTERNATIONAL, L.P. REGARDING THE REPEAL OF PROVISIONS OR AMENDMENTS OF THE COMPANY'S AMENDED AND RESTATED BYLAWS, AS SET FORTH IN THE PROXY STATEMENT. For Stockholder Against Against

BMC SOFTWARE, INC.

Ticker Symbol:BMC Cusip Number:055921-100
Record Date: 6/4/2012 Meeting Date: 7/25/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) ROBERT E. BEAUCHAMP 2) JON E. BARFIELD 3) GARY L. BLOOM 4) MELDON K. GAFNER 5) MARK J. HAWKINS 6) STEPHAN A. JAMES 7) P. THOMAS JENKINS 8) LOUIS J. LAVIGNE, JR. 9) KATHLEEN A. O'NEIL 10) TOM C. TINSLEY For Issuer For With
2 TO APPROVE THE BMC SOFTWARE, INC. 2013 EMPLOYEE STOCK PURCHASE PLAN. For Issuer For With
3 TO RATIFY THE APPOINTMENT BY OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF BMC SOFTWARE, INC. FOR THE FISCAL YEAR ENDING MARCH 31, 2013. For Issuer For With
4 TO APPROVE EXECUTIVE COMPENSATION ON AN ADVISORY BASIS. Against Issuer For Against
5 TO VOTE ON A STOCKHOLDER PROPOSAL SUBMITTED BY ELLIOTT ASSOCIATES, L.P. AND ELLIOTT INTERNATIONAL, L.P. REGARDING THE REPEAL OF PROVISIONS OR AMENDMENTS OF THE COMPANY'S AMENDED AND RESTATED BYLAWS, AS SET FORTH IN THE PROXY STATEMENT. For Stockholder Against Against

BMC SOFTWARE, INC.

Ticker Symbol:BMC Cusip Number:055921-100
Record Date: 6/4/2012 Meeting Date: 7/25/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A TO ELECT ROBERT E. BEAUCHAMP AS DIRECTOR For Issuer For With
1B TO ELECT JON E. BARFIELD AS DIRECTOR For Issuer For With
1C TO ELECT GARY L. BLOOM AS DIRECTOR For Issuer For With
1D TO ELECT JOHN M. DILLON AS DIRECTOR For Issuer For With
1E TO ELECT MELDON K. GAFNER AS DIRECTOR For Issuer For With
1F TO ELECT MARK J. HAWKINS AS DIRECTOR For Issuer For With
1G TO ELECT STEPHAN A. JAMES AS DIRECTOR For Issuer For With
1H TO ELECT P. THOMAS JENKINS AS DIRECTOR For Issuer For With
1I TO ELECT LOUIS J. LAVIGNE, JR. AS DIRECTOR For Issuer For With
1J TO ELECT KATHLEEN A. O'NEIL AS DIRECTOR For Issuer For With
1K TO ELECT CARL JAMES SCHAPER AS DIRECTOR For Issuer For With
1L TO ELECT TOM C. TINSLEY AS DIRECTOR For Issuer For With
2 TO APPROVE THE BMC SOFTWARE, INC. 2013 EMPLOYEE STOCK PURCHASE PLAN. For Issuer For With
3 TO RATIFY THE APPOINTMENT BY OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF BMC SOFTWARE, INC. FOR THE FISCAL YEAR ENDING MARCH 31, 2013. For Issuer For With
4 TO APPROVE EXECUTIVE COMPENSATION ON AN ADVISORY BASIS. For Issuer For With

CA, INC.

Ticker Symbol:CA Cusip Number:12673P-105
Record Date: 6/5/2012 Meeting Date: 8/1/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: JENS ALDER For Issuer For With
1B ELECTION OF DIRECTOR: RAYMOND J. BROMARK For Issuer For With
1C ELECTION OF DIRECTOR: GARY J. FERNANDES For Issuer For With
1D ELECTION OF DIRECTOR: ROHIT KAPOOR For Issuer For With
1E ELECTION OF DIRECTOR: KAY KOPLOVITZ For Issuer For With
1F ELECTION OF DIRECTOR: CHRISTOPHER B. LOFGREN For Issuer For With
1G ELECTION OF DIRECTOR: WILLIAM E. MCCRACKEN For Issuer For With
1H ELECTION OF DIRECTOR: RICHARD SULPIZIO For Issuer For With
1I ELECTION OF DIRECTOR: LAURA S. UNGER For Stockholder For With
1J ELECTION OF DIRECTOR: ARTHUR F. WEINBACH For Issuer For With
1K ELECTION OF DIRECTOR: RENATO (RON) ZAMBONINI For Issuer For With
2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. For Issuer For With
3 TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF NAMED EXECUTIVE OFFICERS. For Issuer For With
4 TO APPROVE THE CA, INC. 2012 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS. For Issuer For With

CALAMOS ASSET MANAGEMENT, INC.

Ticker Symbol:CLMS Cusip Number:12811R-104
Record Date: 4/8/2013 Meeting Date: 6/5/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) GARY D. BLACK 2) THOMAS F. EGGERS 3) RICHARD W. GILBERT 4) KEITH M. SCHAPPERT 5) WILLIAM N. SHIEBLER For Issuer For With
2 PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION RELATING TO EXECUTIVE COMPENSATION. For Issuer For With
3 RATIFICATION OF THE APPOINTMENT OF MCGLADREY LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY'S FISCAL YEAR ENDING DECEMBER 31, 2013. For Issuer For With

CISCO SYSTEMS, INC.

Ticker Symbol:CSCO Cusip Number:17275R-102
Record Date: 9/17/2012 Meeting Date: 11/15/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: CAROL A. BARTZ For Issuer For With
1B ELECTION OF DIRECTOR: MARC BENIOFF For Issuer For With
1C ELECTION OF DIRECTOR: M. MICHELE BURNS For Issuer For With
1D ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS For Issuer For With
1E ELECTION OF DIRECTOR: LARRY R. CARTER For Issuer For With
1F ELECTION OF DIRECTOR: JOHN T. CHAMBERS For Issuer For With
1G ELECTION OF DIRECTOR: BRIAN L. HALLA For Issuer For With
1H ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY For Issuer For With
1I ELECTION OF DIRECTOR: DR. KRISTINA M. JOHNSON For Issuer For With
1J ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH For Issuer For With
1K ELECTION OF DIRECTOR: RODERICK C. MCGEARY For Issuer For With
1L ELECTION OF DIRECTOR: ARUN SARIN For Issuer For With
1M ELECTION OF DIRECTOR: STEVEN M. WEST For Issuer For With
2 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE EXECUTIVE INCENTIVE PLAN. For Issuer For With
3 APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION. For Issuer For With
4 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2013. For Issuer For With
5 APPROVAL TO HAVE CISCO'S BOARD ADOPT A POLICY TO HAVE AN INDEPENDENT BOARD CHAIRMAN WHENEVER POSSIBLE. Against Issuer Against With
6 APPROVAL TO REQUEST CISCO MANAGEMENT TO PREPARE A REPORT ON "CONFLICT MINERALS" IN CISCO'S SUPPLY CHAIN. Against Issuer Against With

CROCS, INC.

Ticker Symbol:CROX Cusip Number:227046-109
Record Date: 4/16/2013 Meeting Date: 6/12/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) RAYMOND D. CROGHAN 2) PETER A. JACOBI 3) DOREEN A. WRIGHT For Issuer For With
2 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013. For Issuer For With
3 AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. For Issuer For With

DELL INC.

Ticker Symbol:DELL Cusip Number:24702R-101
Record Date: 5/18/2012 Meeting Date: 7/13/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: JAMES W. BREYER For Issuer For With
1B ELECTION OF DIRECTOR: DONALD J. CARTY For Issuer For With
1C ELECTION OF DIRECTOR: JANET F. CLARK For Issuer For With
1D ELECTION OF DIRECTOR: LAURA CONIGLIARO For Issuer For With
1E ELECTION OF DIRECTOR: MICHAEL S. DELL For Issuer For With
1F ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN For Issuer For With
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY, III For Issuer For With
1H ELECTION OF DIRECTOR: GERARD J. KLEISTERLEE For Issuer For With
1I ELECTION OF DIRECTOR: KLAUS S. LUFT For Issuer For With
1J ELECTION OF DIRECTOR: ALEX J. MANDL For Issuer For With
1K ELECTION OF DIRECTOR: SHANTANU NARAYEN For Issuer For With
1L ELECTION OF DIRECTOR: H. ROSS PEROT, JR. For Issuer For With
2 RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS DELL'S INDEPENDENT AUDITOR FOR FISCAL 2013 For Issuer For With
3 APPROVAL, ON AN ADVISORY BASIS, OF DELL'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT For Issuer For With
4 APPROVAL OF THE DELL INC. 2012 LONG-TERM INCENTIVE PLAN For Issuer For With

GLOBAL PAYMENTS INC.

Ticker Symbol:GPN Cusip Number:37940X-102
Record Date: 8/1/2012 Meeting Date: 9/19/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) ALEX W. HART 2) WILLIAM I JACOBS 3) ALAN M. SILBERSTEIN For Issuer For With
2 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. For Issuer For With
3 TO APPROVE THE SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION. For Issuer For With
4 TO RATIFY THE REAPPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS. For Issuer For With

GOOGLE INC.

Ticker Symbol:GOOG Cusip Number:38259P-508
Record Date: 4/8/2013 Meeting Date: 6/6/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) LARRY PAGE 2) SERGEY BRIN 3) ERIC E. SCHMIDT 4) L. JOHN DOERR 5) DIANE B. GREENE 6) JOHN L. HENNESSY 7) ANN MATHER 8) PAUL S. OTELLINI 9) K. RAM SHRIRAM 10) SHIRLEY M. TILGHMAN For Issuer For With
2 THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. For Issuer For With
3 A STOCKHOLDER PROPOSAL REGARDING A REPORT ON LEAD BATTERIES IN GOOGLE'S SUPPLY CHAIN, IF PROPERLY PRESENTED AT THE MEETING. Against Stockholder Against With
4 A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. Against Stockholder Against With
5 A STOCKHOLDER PROPOSAL REGARDING EXECUTIVE STOCK RETENTION, IF PROPERLY PRESENTED AT THE MEETING. Against Stockholder Against With
6 A STOCKHOLDER PROPOSAL REGARDING SUCCESSION PLANNING, IF PROPERLY PRESENTED AT THE MEETING. Against Stockholder Against With

GREENLIGHT CAPITAL RE, LTD.

Ticker Symbol:GLRE Cusip Number:G4095J-109
Record Date: 3/8/2013 Meeting Date: 4/30/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: ALAN BROOKS For Issuer For With
1B ELECTION OF DIRECTOR: DAVID EINHORN For Issuer For With
1C ELECTION OF DIRECTOR: LEONARD GOLDBERG For Issuer For With
1D ELECTION OF DIRECTOR: BARTON HEDGES For Issuer For With
1E ELECTION OF DIRECTOR: IAN ISAACS For Issuer For With
1F ELECTION OF DIRECTOR: FRANK LACKNER For Issuer For With
1G ELECTION OF DIRECTOR: BRYAN MURPHY For Issuer For With
1H ELECTION OF DIRECTOR: JOSEPH PLATT For Issuer For With
2A ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD.: ALAN BROOKS For Issuer For With
2B ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD.: DAVID EINHORN For Issuer For With
2C ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD.: LEONARD GOLDBERG For Issuer For With
2D ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD.: BARTON HEDGES For Issuer For With
2E ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD.: IAN ISAACS For Issuer For With
2F ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD.: FRANK LACKNER For Issuer For With
2G ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD.: BRYAN MURPHY For Issuer For With
2H ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE, LTD.: JOSEPH PLATT For Issuer For With
3A ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND, LTD.: LEONARD GOLDBERG For Issuer For With
3B ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND, LTD.: PHILIP HARKIN For Issuer For With
3C ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND, LTD.: BARTON HEDGES For Issuer For With
3D ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND, LTD.: FRANK LACKNER For Issuer For With
3E ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND, LTD.: CARYL TRAYNOR For Issuer For With
3F ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND, LTD.: BRENDAN TUOHY For Issuer For With
4 TO CONSIDER AND VOTE UPON THE APPOINTMENT OF BDO USA, LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. For Issuer For With
5 TO CONSIDER AND VOTE UPON A PROPOSAL TO RATIFY THE APPOINTMENT OF BDO CAYMAN LTD. AS THE INDEPENDENT AUDITORS OF GREENLIGHT REINSURANCE, LTD. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013, WHICH, PURSUANT TO THE ARTICLES, IS REQUIRED TO BE CONSIDERED BY THE SHAREHOLDERS OF THE COMPANY. For Issuer For With
6 TO CONSIDER AND VOTE UPON A PROPOSAL TO RATIFY THE APPOINTMENT OF BDO, REGISTERED AUDITORS IN IRELAND AS THE INDEPENDENT AUDITORS OF GREENLIGHT REINSURANCE IRELAND, LTD. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013, WHICH, PURSUANT TO THE ARTICLES, IS REQUIRED TO BE CONSIDERED BY THE SHAREHOLDERS OF THE COMPANY. For Issuer For With

GREENLIGHT CAPITAL RE, LTD. (CONT.)

Ticker Symbol:GLRE Cusip Number:G4095J-109
Record Date: 3/8/2013 Meeting Date: 4/30/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
7 TO CONSIDER AND CAST A NON-BINDING ADVISORY VOTE ON A RESOLUTION APPROVING THE COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION, OR "SAY-ON-PAY" VOTE. For Issuer For With

H&R BLOCK, INC.

Ticker Symbol:HRB Cusip Number:093671-105
Record Date: 7/12/2012 Meeting Date: 9/13/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: PAUL J. BROWN For Issuer For With
1B ELECTION OF DIRECTOR: WILLIAM C. COBB For Issuer For With
1C ELECTION OF DIRECTOR: MARVIN R. ELLISON For Issuer For With
1D ELECTION OF DIRECTOR: ROBERT A. GERARD For Issuer For With
1E ELECTION OF DIRECTOR: DAVID BAKER LEWIS For Issuer For With
1F ELECTION OF DIRECTOR: VICTORIA J. REICH For Issuer For With
1G ELECTION OF DIRECTOR: BRUCE C. ROHDE For Issuer For With
1H ELECTION OF DIRECTOR: TOM D. SEIP For Issuer For With
1I ELECTION OF DIRECTOR: CHRISTIANNA WOOD For Issuer For With
1J ELECTION OF DIRECTOR: JAMES F. WRIGHT For Issuer For With
2 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM For Issuer For With
3 ADVISORY APPROVAL OF THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. For Issuer For With
4 APPROVAL OF THE 2013 LONG-TERM INCENTIVE PLAN. For Issuer For With
5 APPROVAL OF THE AMENDED AND RESTATED 2000 EMPLOYEE STOCK PURCHASE PLAN. For Issuer For With
6 SHAREHOLDER PROPOSAL CONCERNING PROXY ACCESS, IF PRESENTED AT THE MEETING. Against Stockholder Against With

HEIDRICK & STRUGGLES INTERNATIONAL, INC.

Ticker Symbol:HSII Cusip Number:422819-102
Record Date: 4/1/2013 Meeting Date: 5/23/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) RICHARD I. BEATTIE 2) JOHN A. FAZIO 3) MARK FOSTER For Issuer For With
2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. For Issuer For With
3 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. For Issuer For With

HERBALIFE LTD.

Ticker Symbol:HLF Cusip Number:G4412G-101
Record Date: 3/6/2013 Meeting Date: 4/25/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) JONATHAN CHRISTODORO 2) KEITH COZZA 3) LEROY T. BARNES, JR. 4) RICHARD P. BERMINGHAM 5) JEFFREY T. DUNN For Issuer For With
2 VOTE TO ADVISE AS TO THE COMPANY'S EXECUTIVE COMPENSATION. For Issuer For With
3 VOTE TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION TO IMPLEMENT THE ANNUAL ELECTION OF DIRECTORS. For Issuer For With
4 VOTE TO RATIFY THE APPOINTMENT OF THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2013. Abstained Issuer For Against

HUMANA INC.

Ticker Symbol:HUM Cusip Number:444859-102
Record Date: 2/25/2013 Meeting Date: 4/25/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: BRUCE D. BROUSSARD For Issuer For With
1B ELECTION OF DIRECTOR: FRANK A. D'AMELIO For Issuer For With
1C ELECTION OF DIRECTOR: W. ROY DUNBAR For Issuer For With
1D ELECTION OF DIRECTOR: KURT J. HILZINGER For Issuer For With
1E ELECTION OF DIRECTOR: DAVID A. JONES, JR. For Issuer For With
1F ELECTION OF DIRECTOR: MICHAEL B. MCCALLISTER For Issuer For With
1G ELECTION OF DIRECTOR: WILLIAM J. MCDONALD For Issuer For With
1H ELECTION OF DIRECTOR: WILLIAM E. MITCHELL For Issuer For With
1I ELECTION OF DIRECTOR: DAVID B. NASH, M.D. For Issuer For With
1J ELECTION OF DIRECTOR: JAMES J. O'BRIEN For Issuer For With
1K ELECTION OF DIRECTOR: MARISSA T. PETERSON For Issuer For With
2 THE RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. For Issuer For With
3 THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE 2013 PROXY STATEMENT. For Issuer For With
4 STOCKHOLDER PROPOSAL ON POLITICAL CONTRIBUTIONS. Against Stockholder Against With

J2 GLOBAL INC

Ticker Symbol:JCOM Cusip Number:48123V-102
Record Date: 3/19/2013 Meeting Date: 5/7/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 ELECTION OF DIRECTOR: DOUGLAS Y. BECH For Issuer For With
1.2 ELECTION OF DIRECTOR: ROBERT J. CRESCI For Issuer For With
1.3 ELECTION OF DIRECTOR: W. BRIAN KRETZMER For Issuer For With
1.4 ELECTION OF DIRECTOR: RICHARD S. RESSLER For Issuer For With
1.5 ELECTION OF DIRECTOR: STEPHEN ROSS For Issuer For With
1.6 ELECTION OF DIRECTOR: MICHAEL P. SCHULHOF For Issuer For With
2 TO RATIFY THE APPOINTMENT OF SINGERLEWAK LLP TO SERVE AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL 2013. For Issuer For With
3 TO APPROVE, IN AN ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. For Issuer For With
4 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF. For Issuer For With

MANTECH INTERNATIONAL CORP.

Ticker Symbol:MANT Cusip Number:564563-104
Record Date: 3/12/2013 Meeting Date: 5/9/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) GEORGE J. PEDERSEN 2) RICHARD L. ARMITAGE 3) MARY K. BUSH 4) BARRY G. CAMPBELL 5) WALTER R. FATZINGER, JR 6) DAVID E. JEREMIAH 7) RICHARD J. KERR 8) KENNETH A. MINIHAN 9) STEPHEN W. PORTER For Issuer For With
2 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. For Issuer For With

MICROSOFT CORPORATION

Ticker Symbol:MSFT Cusip Number:594918-104
Record Date: 9/14/2012 Meeting Date: 11/28/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 ELECTION OF DIRECTOR: STEVEN A. BALLMER For Issuer For With
10 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION (THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL) For Issuer For With
11 APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN (THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL) For Issuer For With
12 RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2013 (THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL) For Issuer For With
13 SHAREHOLDER PROPOSAL - ADOPT CUMULATIVE VOTING (THE BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL) Against Stockholder Against With
2 ELECTION OF DIRECTOR: DINA DUBLON For Issuer For With
3 ELECTION OF DIRECTOR: WILLIAM H. GATES III For Issuer For With
4 ELECTION OF DIRECTOR: MARIA M. KLAWE For Issuer For With
5 ELECTION OF DIRECTOR: STEPHEN J. LUCZO For Issuer For With
6 ELECTION OF DIRECTOR: DAVID F. MARQUARDT For Issuer For With
7 ELECTION OF DIRECTOR: CHARLES H. NOSKI For Issuer For With
8 ELECTION OF DIRECTOR: HELMUT PANKE For Issuer For With
9 ELECTION OF DIRECTOR: JOHN W. THOMPSON For Issuer For With

NEUSTAR, INC.

Ticker Symbol:NSR Cusip Number:64126X-201
Record Date: 4/22/2013 Meeting Date: 6/18/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: GARETH C.C. CHANG For Issuer For With
1B ELECTION OF DIRECTOR: LISA A. HOOK For Issuer For With
1C ELECTION OF DIRECTOR: HELLENE S. RUNTAGH For Issuer For With
2 RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. For Issuer For With
3 APPROVAL OF AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. For Issuer For With

NU SKIN ENTERPRISES, INC.

Ticker Symbol:NUS Cusip Number:67018T-105
Record Date: 4/9/2013 Meeting Date: 6/3/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) NEVIN N. ANDERSEN 2) DANIEL W. CAMPBELL 3) M. TRUMAN HUNT 4) ANDREW D. LIPMAN 5) STEVEN J. LUND 6) PATRICIA A. NEGRON 7) NEIL H. OFFEN 8) THOMAS R. PISANO For Issuer For With
2 ADVISORY VOTE AS TO THE COMPANY'S EXECUTIVE COMPENSATION. For Issuer For With
3 APPROVAL OF THE COMPANY'S AMENDED AND RESTATED 2010 OMNIBUS INCENTIVE PLAN. Against Issuer For Against
4 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. For Issuer For With

RPX CORPORATION

Ticker Symbol:RPXC Cusip Number:74972G-103
Record Date: 4/25/2013 Meeting Date: 6/11/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) JOHN A. AMSTER 2) GEOFFREY T. BARKER 3) STEVEN L. FINGERHOOD For Issuer For With
2 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. For Issuer For With

SAIC, INC.

Ticker Symbol:SAI Cusip Number:78390X-101
Record Date: 4/8/2013 Meeting Date: 6/7/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: FRANCE A. CORDOVA For Issuer For With
1B ELECTION OF DIRECTOR: JERE A. DRUMMOND For Issuer For With
1C ELECTION OF DIRECTOR: THOMAS F. FRIST, III For Issuer For With
1D ELECTION OF DIRECTOR: JOHN J. HAMRE For Issuer For With
1E ELECTION OF DIRECTOR: MIRIAM E. JOHN For Issuer For With
1F ELECTION OF DIRECTOR: ANITA K. JONES For Issuer For With
1G ELECTION OF DIRECTOR: JOHN P. JUMPER For Issuer For With
1H ELECTION OF DIRECTOR: HARRY M.J. KRAEMER, JR. For Issuer For With
1I ELECTION OF DIRECTOR: LAWRENCE C. NUSSDORF For Issuer For With
1J ELECTION OF DIRECTOR: EDWARD J. SANDERSON, JR. For Issuer For With
2 APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT. For Issuer For With
3 APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF OUR COMPANY FROM SAIC, INC. TO LEIDOS HOLDINGS, INC. For Issuer For With
4 APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO DECREASE THE RANGE OF REQUIRED DIRECTORS. For Issuer For With
5 APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ELIMINATE OR REDUCE SUPERMAJORITY VOTING PROVISIONS. For Issuer For With
6 APPROVE, BY AN ADVISORY VOTE, EXECUTIVE COMPENSATION. For Issuer For With
7 THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2014. For Issuer For With

THE DUN & BRADSTREET CORPORATION

Ticker Symbol:DNB Cusip Number:26483E-100
Record Date: 3/12/2013 Meeting Date: 5/8/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: AUSTIN A. ADAMS For Issuer For With
1B ELECTION OF DIRECTOR: JOHN W. ALDEN For Issuer For With
1C ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN For Issuer For With
1D ELECTION OF DIRECTOR: JAMES N. FERNANDEZ For Issuer For With
1E ELECTION OF DIRECTOR: PAUL R. GARCIA For Issuer For With
1F ELECTION OF DIRECTOR: SARA MATHEW For Issuer For With
1G ELECTION OF DIRECTOR: SANDRA E. PETERSON For Issuer For With
2 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. For Issuer For With
3 ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION (SAY ON PAY). For Issuer For With
4 APPROVE AMENDMENTS TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, AND FOURTH AMENDED AND RESTATED BY-LAWS, AS AMENDED, TO PERMIT SHAREHOLDERS TO ACT BY WRITTEN CONSENT. For Stockholder For With

THE WESTERN UNION COMPANY

Ticker Symbol:WU Cusip Number:959802-109
Record Date: 4/1/2013 Meeting Date: 5/30/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: DINYAR S. DEVITRE For Issuer For With
1B ELECTION OF DIRECTOR: BETSY D. HOLDEN For Issuer For With
1C ELECTION OF DIRECTOR: WULF VON SCHIMMELMANN For Issuer For With
1D ELECTION OF DIRECTOR: SOLOMON D. TRUJILLO For Issuer For With
2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION For Issuer For With
3 RATIFICATION OF SELECTION OF AUDITORS For Issuer For With
4 APPROVAL OF AMENDMENTS TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE STOCKHOLDERS THE RIGHT TO CALL SPECIAL MEETINGS OF STOCKHOLDERS For Issuer For With
5 STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS Against Stockholder Against With

TRUE RELIGION APPAREL, INC.

Ticker Symbol:TRLG Cusip Number:89784N-104
Record Date: 4/5/2013 Meeting Date: 5/22/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) MARCELLO BOTTOLI 2) JOSEPH COULOMBE 3) G. LOUIS GRAZIADIO, III 4) ROBERT L. HARRIS, II 5) SETH R. JOHNSON 6) MARK S. MARON For Issuer For With
2 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013. For Issuer For With
3 AN ADVISORY VOTE APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. For Issuer For With
4 TO APPROVE AN AMENDMENT TO THE 2009 EQUITY INCENTIVE PLAN TO AUTHORIZE ADDITIONAL SHARES FOR ISSUANCE THEREUNDER. Against Issuer For Against

VALUECLICK, INC.

Ticker Symbol:VCLK Cusip Number:92046N-102
Record Date: 3/11/2013 Meeting Date: 5/7/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) JAMES R. ZARLEY 2) DAVID S. BUZBY 3) MARTIN T. HART 4) JEFFREY F. RAYPORT 5) JAMES R. PETERS 6) JAMES A. CROUTHAMEL 7) JOHN GIULIANI For Issuer For With
2 PROPOSAL TO APPROVE, BY NON-BINDING VOTE, THE COMPANY'S EXECUTIVE COMPENSATION. For Issuer For With

VONAGE HOLDINGS CORP.

Ticker Symbol:VG Cusip Number:92886T-201
Record Date: 4/12/2013 Meeting Date: 6/6/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1) MICHAEL A. KRUPKA 2) DAVID C. NAGEL 3) MARGARET M. SMYTH For Issuer For With
2 TO RATIFY THE RECENT ELECTION OF ONE CLASS III DIRECTOR FOR A TERM TO EXPIRE AT THE 2015 ANNUAL MEETING OF STOCKHOLDERS. For Issuer For With
3 TO RATIFY THE APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. For Issuer For With
4 TO APPROVE THE AMENDMENT AND RESTATEMENT OF OUR 2006 INCENTIVE PLAN TO INCREASE THE MAXIMUM NUMBER OF SHARES AVAILABLE FOR ISSUANCE. Against Issuer For Against
5 TO RATIFY THE EXTENSION OF OUR TAX BENEFITS PRESERVATION PLAN. For Issuer For With

WELLCARE HEALTH PLANS, INC.

Ticker Symbol:WCG Cusip Number:94946T-106
Record Date: 3/25/2013 Meeting Date: 5/22/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: CAROL J. BURT For Issuer For With
1B ELECTION OF DIRECTOR: ROEL C. CAMPOS For Issuer For With
1C ELECTION OF DIRECTOR: ALEC CUNNINGHAM For Issuer For With
1D ELECTION OF DIRECTOR: DAVID J. GALLITANO For Issuer For With
1E ELECTION OF DIRECTOR: D. ROBERT GRAHAM For Issuer For With
1F ELECTION OF DIRECTOR: KEVIN F. HICKEY For Issuer For With
1G ELECTION OF DIRECTOR: CHRISTIAN P. MICHALIK For Issuer For With
1H ELECTION OF DIRECTOR: GLENN D. STEELE, JR. For Issuer For With
1I ELECTION OF DIRECTOR: WILLIAM L. TRUBECK For Issuer For With
1J ELECTION OF DIRECTOR: PAUL E. WEAVER For Issuer For With
2 APPROVAL OF THE COMPANY'S 2013 INCENTIVE COMPENSATION PLAN. For Issuer For With
3 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. For Issuer For With
4 ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS ("SAY ON PAY"). For Issuer For With


* Management Recommended Vote
Leigh Baldwin Total Return Fund

ANNALY CAPITAL MANAGEMENT, INC.

Ticker Symbol:NLY Cusip Number:035710409
Record Date: 4/1/2013 Meeting Date: 5/23/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: KEVIN P. BRADY For Issuer For With
1B ELECTION OF DIRECTOR: E. WAYNE NORDBERG For Issuer For With
1C ELECTION OF DIRECTOR: JOHN H. SCHAEFER For Issuer For With
1D ELECTION OF DIRECTOR: JOHN H. SCHAEFER For Issuer For With
2 THE MANAGEMENT EXTERNALIZATION PROPOSAL TO APPROVE OUR ENTERING INTO A MANAGEMENT AGREEMENT WITH THE MANAGER. For Issuer For With
3 THE PROPOSAL TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. For Issuer For With
4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE 2013 FISCAL YEAR. For Issuer For With

ARCELORMITTAL

Ticker Symbol:MT Cusip Number:03938L104
Record Date: 4/5/2013 Meeting Date: 5/8/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
02 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2012. RESOLUTION I For Issuer For With
03 APPROVAL OF THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2012. RESOLUTION II For Issuer For With
04A ALLOCATION OF RESULTS AND DETERMINATION OF THE DIVIDEND AND THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS. RESOLUTION III For Issuer For With
04B ALLOCATION OF RESULTS AND DETERMINATION OF THE DIVIDEND AND THE REMUNERATION OF THE MEMBERS OF THE BOARD. RESOLUTION IV For Issuer For With
05 DISCHARGE OF THE DIRECTORS. RESOLUTION V For Issuer For With
06A ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS. RESOLUTION VI For Issuer For With
06B ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS. RESOLUTION VII For Issuer For With
06C ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS. RESOLUTION VIII For Issuer For With
07 APPOINTMENT OF AN INDEPENDENT COMPANY AUDITOR IN RELATION TO THE PARENT COMPANY FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR FINANCIAL YEAR 2013. RESOLUTION IX For Issuer For With
08 AUTHORIZATION OF GRANTS OF SHARE-BASED INCENTIVES. RESOLUTION X For Issuer For With
E1 INCREASE AUTHORISED SHARE CAPITAL BY AN AMOUNT EQUAL TO AN INCREASE OF 19.84% OF ISSUED SHARE CAPITAL. RESOLUTION I For Issuer For With

BEST BUY CO., INC.

Ticker Symbol:BBY Cusip Number:086516101
Record Date: 4/22/2013 Meeting Date: 6/20/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF CLASS II DIRECTOR: BRADBURY H. ANDERSON For Issuer For With
1B ELECTION OF CLASS II DIRECTOR: SANJAY KHOSLA For Issuer For With
1C ELECTION OF CLASS II DIRECTOR: ALLEN U. LENZMEIER For Issuer For With
1D ELECTION OF CLASS II DIRECTOR: HATIM A. TYABJI For Issuer For With
1E RATIFICATION OF CLASS I DIRECTOR: RUSSELL P. FRADIN For Issuer For With
1F RATIFICATION OF CLASS I DIRECTOR: HUBERT JOLY For Issuer For With
2 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 1, 2014. For Issuer For With
3 TO CONDUCT AN ADVISORY VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICER COMPENSATION. For Issuer For With
4 TO VOTE ON MANAGEMENT'S PROPOSAL TO AMEND AND RESTATE OUR AMENDED AND RESTATED BY-LAWS IN ORDER TO IMPLEMENT DECLASSIFICATION OF OUR BOARD OF DIRECTORS. For Issuer For With

CLIFFS NATURAL RESOURCES INC.

Ticker Symbol:CLF Cusip Number:18683K101
Record Date: 3/8/2013 Meeting Date: 5/7/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: J.A. CARRABBA For Issuer For With
1B ELECTION OF DIRECTOR: S.M. CUNNINGHAM For Issuer For With
1C ELECTION OF DIRECTOR: B.J. ELDRIDGE For Issuer For With
1D ELECTION OF DIRECTOR: A.R. GLUSKI For Issuer For With
1E ELECTION OF DIRECTOR: S.M. GREEN For Issuer For With
1F ELECTION OF DIRECTOR: J.K. HENRY For Issuer For With
1G ELECTION OF DIRECTOR: J.F. KIRSCH For Issuer For With
1H ELECTION OF DIRECTOR: F.R. MCALLISTER For Issuer For With
1I ELECTION OF DIRECTOR: R.K. RIEDERER For Issuer For With
1J ELECTION OF DIRECTOR: T.W. SULLIVAN For Issuer For With
2 APPROVAL OF AN AMENDMENT TO OUR SECOND AMENDED ARTICLES OF INCORPORATION TO ADOPT MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS (IMPLEMENTATION OF THIS PROPOSAL 2 IS CONDITIONED UPON THE APPROVAL OF PROPOSALS 3 AND 4) For Issuer For With
3 APPROVAL OF AN AMENDMENT TO OUR SECOND AMENDED ARTICLES OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING IN DIRECTOR ELECTIONS (IMPLEMENTATION OF THIS PROPOSAL 3 IS CONDITIONED UPON THE APPROVAL OF PROPOSALS 2 AND 4) For Issuer For With
4 APPROVAL OF AN AMENDMENT TO OUR REGULATIONS TO ADD A PROVISION TO ALLOW THE BOARD TO AMEND THE REGULATIONS TO THE EXTENT PERMITTED UNDER OHIO LAW (IMPLEMENTATION OF THIS PROPOSAL 4 IS CONDITIONED UPON THE APPROVAL OF PROPOSALS 2 AND 3) For Issuer For With
5 APPROVAL, ON AN ADVISORY BASIS, OF OUR NAMED EXECUTIVE OFFICER COMPENSATION For Issuer For With
6 THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF CLIFFS TO SERVE FOR THE 2013 FISCAL YEAR For Issuer For With

CSX CORPORATION

Ticker Symbol:CSX Cusip Number:126408103
Record Date: 3/8/2013 Meeting Date: 5/8/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: D.M. ALVARADO For Issuer For With
1B ELECTION OF DIRECTOR: J.B. BREAUX For Issuer For With
1C ELECTION OF DIRECTOR: P.L. CARTER For Issuer For With
1D ELECTION OF DIRECTOR: S.T. HALVERSON For Issuer For With
1E ELECTION OF DIRECTOR: E.J. KELLY, III For Issuer For With
1F ELECTION OF DIRECTOR: G.H. LAMPHERE For Issuer For With
1G ELECTION OF DIRECTOR: J.D. MCPHERSON For Issuer For With
1H ELECTION OF DIRECTOR: T.T. O'TOOLE For Issuer For With
1I ELECTION OF DIRECTOR: D.M. RATCLIFFE For Issuer For With
1J ELECTION OF DIRECTOR: D.J. SHEPARD For Issuer For With
1K ELECTION OF DIRECTOR: M.J. WARD For Issuer For With
1L ELECTION OF DIRECTOR: J.C. WATTS, JR. For Issuer For With
1M ELECTION OF DIRECTOR: J.S. WHISLER For Issuer For With
2 THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. For Issuer For With
3 TO CONSIDER AN ADVISORY RESOLUTION TO APPROVE COMPENSATION FOR THE COMPANY'S NAMED EXECUTIVE OFFICERS. For Issuer For With

DREAMWORKS ANIMATION SKG, INC.

Ticker Symbol:DWA Cusip Number:26153C103
Record Date: 4/2/2013 Meeting Date: 5/29/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 JEFFREY KATZENBERG For Issuer For With
1.2 LEWIS W. COLEMAN For Issuer For With
1.3 HARRY BRITTENHAM For Issuer For With
1.4 THOMAS E. FRESTON For Issuer For With
1.5 LUCIAN GRAINGE For Issuer For With
1.6 MELLODY HOBSON For Issuer For With
1.7 JASON KILAR For Issuer For With
1.8 MICHAEL MONTGOMERY For Issuer For With
2 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013. For Issuer For With
3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. For Issuer For With
4 PROPOSAL TO APPROVE THE ADOPTION OF THE 2013 ANNUAL INCENTIVE PLAN. Abstained Issuer For N/A
5 STOCKHOLDER PROPOSAL TO CONSIDER RECAPITALIZATION PLAN TO PROVIDE THAT ALL OF THE COMPANY'S OUTSTANDING STOCK HAVE ONE VOTE PER SHARE. For Stockholder Against Against

ELI LILLY AND COMPANY

Ticker Symbol:LLY Cusip Number:532457108
Record Date: 3/1/2013 Meeting Date: 5/6/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: R. ALVAREZ For Issuer For With
1B ELECTION OF DIRECTOR: W. BISCHOFF For Issuer For With
1C ELECTION OF DIRECTOR: R.D. HOOVER For Issuer For With
1D ELECTION OF DIRECTOR: F.G. PRENDERGAST For Issuer For With
1E ELECTION OF DIRECTOR: K.P. SEIFERT For Issuer For With
2 RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2013. For Issuer For With
3 APPROVE, BY NON-BINDING VOTE, COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. For Issuer For With
4 REAPPROVE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR THE 2002 LILLY STOCK PLAN. For Issuer For With

ELI LILLY AND COMPANY

Ticker Symbol:LLY Cusip Number:532457108
Record Date: 3/1/2013 Meeting Date: 5/6/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: R. ALVAREZ For Issuer For With
1B ELECTION OF DIRECTOR: W. BISCHOFF For Issuer For With
1C ELECTION OF DIRECTOR: R.D. HOOVER For Issuer For With
1D ELECTION OF DIRECTOR: F.G. PRENDERGAST For Issuer For With
1E ELECTION OF DIRECTOR: K.P. SEIFERT For Issuer For With
2 RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2013. For Issuer For With
3 APPROVE, BY NON-BINDING VOTE, COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. For Issuer For With
4 REAPPROVE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR THE 2002 LILLY STOCK PLAN. For Issuer For With

FACEBOOK INC.

Ticker Symbol:FB Cusip Number:30303M102
Record Date: 4/16/2013 Meeting Date: 6/11/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 MARC L. ANDREESSEN For Issuer For With
1.2 ERSKINE B. BOWLES For Issuer For With
1.3 S.D. DESMOND-HELLMANN For Issuer For With
1.4 DONALD E. GRAHAM For Issuer For With
1.5 REED HASTINGS For Issuer For With
1.6 SHERYL K. SANDBERG For Issuer For With
1.7 PETER A. THIEL For Issuer For With
1.8 MARK ZUCKERBERG For Issuer For With
2 TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF FACEBOOK, INC.'S NAMED EXECUTIVE OFFICERS. For Issuer For With
3 TO VOTE, ON A NON-BINDING ADVISORY BASIS, WHETHER A NON-BINDING ADVISORY VOTE ON THE COMPENSATION PROGRAM FOR FACEBOOK, INC.'S NAMED EXECUTIVE OFFICERS SHOULD BE HELD EVERY ONE, TWO OR THREE YEARS. For Issuer For With
4 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS FACEBOOK, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. Abstained Issuer For N/A

FACEBOOK INC.

Ticker Symbol:FB Cusip Number:30303M102
Record Date: 4/16/2013 Meeting Date: 6/11/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 MARC L. ANDREESSEN For Issuer For With
1.2 ERSKINE B. BOWLES For Issuer For With
1.3 S.D. DESMOND-HELLMANN For Issuer For With
1.4 DONALD E. GRAHAM For Issuer For With
1.5 REED HASTINGS For Issuer For With
1.6 SHERYL K. SANDBERG For Issuer For With
1.7 PETER A. THIEL For Issuer For With
1.8 MARK ZUCKERBERG For Issuer For With
2 TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF FACEBOOK, INC.'S NAMED EXECUTIVE OFFICERS. For Issuer For With
3 TO VOTE, ON A NON-BINDING ADVISORY BASIS, WHETHER A NON-BINDING ADVISORY VOTE ON THE COMPENSATION PROGRAM FOR FACEBOOK, INC.'S NAMED EXECUTIVE OFFICERS SHOULD BE HELD EVERY ONE, TWO OR THREE YEARS. For Issuer For Against
4 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS FACEBOOK, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. Abstained Issuer For N/A

GAMCO GBL GOLD, NAT RES & INC TR-COMMON

Ticker Symbol:GGN Cusip Number:36465A109
Record Date: 3/18/2013 Meeting Date: 5/13/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR 1)MARIO D'URSO 2)VINCENT D. ENRIGHT 3)MICHAEL J. MELARKEY For Issuer For With

INTEL CORPORATION

Ticker Symbol:INTC Cusip Number:458140100
Record Date: 3/18/2013 Meeting Date: 5/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY For Issuer For With
1B ELECTION OF DIRECTOR: ANDY D. BRYANT For Issuer For With
1C ELECTION OF DIRECTOR: SUSAN L. DECKER For Issuer For With
1D ELECTION OF DIRECTOR: JOHN J. DONAHOE For Issuer For With
1E ELECTION OF DIRECTOR: REED E. HUNDT For Issuer For With
1F ELECTION OF DIRECTOR: JAMES D. PLUMMER For Issuer For With
1G ELECTION OF DIRECTOR: DAVID S. POTTRUCK For Issuer For With
1H ELECTION OF DIRECTOR: FRANK D. YEARY For Issuer For With
1I ELECTION OF DIRECTOR: DAVID B. YOFFIE For Issuer For With
2 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT YEAR For Issuer For With
3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Abstained Issuer For N/A
4 APPROVAL OF AMENDMENT AND EXTENSION OF THE 2006 EQUITY INCENTIVE PLAN For Issuer For With
5 STOCKHOLDER PROPOSAL TITLED "EXECUTIVES TO RETAIN SIGNIFICANT STOCK" For Stockholder Against Against

ONEIDA FINANCIAL CORP.

Ticker Symbol:ONFC Cusip Number:682479100
Record Date: 3/18/2013 Meeting Date: 5/7/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 JOHN E. HASKELL For Issuer For With
1.2 MICHAEL R. KALLET For Issuer For With
1.3 NANCY E. RYAN For Issuer For With
1.4 JOHN A. WIGHT, M.D. For Issuer For With
2 THE RATIFICATION OF THE APPOINTMENT OF CROWE HORWATH LLP AS ONEIDA FINANCIAL CORP.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. For Issuer For With
3 AN ADVISORY (NON-BINDING) RESOLUTION TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION AS DESCRIBED IN THE PROXY STATEMENT. For Issuer For With
4 AN ADVISORY (NON-BINDING) PROPOSAL WITH RESPECT TO THE FREQUENCY THAT STOCKHOLDERS WILL VOTE ON OUR EXECUTIVE COMPENSATION. Abstained Issuer For N/A

ONEIDA FINANCIAL CORP.

Ticker Symbol:ONFC Cusip Number:682479100
Record Date: 3/18/2013 Meeting Date: 5/7/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 JOHN E. HASKELL For Issuer For With
1.2 MICHAEL R. KALLET For Issuer For With
1.3 NANCY E. RYAN For Issuer For With
1.4 JOHN A. WIGHT, M.D. For Issuer For With
2 THE RATIFICATION OF THE APPOINTMENT OF CROWE HORWATH LLP AS ONEIDA FINANCIAL CORP.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. For Issuer For With
3 AN ADVISORY (NON-BINDING) RESOLUTION TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION AS DESCRIBED IN THE PROXY STATEMENT. For Issuer For With
4 AN ADVISORY (NON-BINDING) PROPOSAL WITH RESPECT TO THE FREQUENCY THAT STOCKHOLDERS WILL VOTE ON OUR EXECUTIVE COMPENSATION. Abstained Issuer For N/A

PETROLEO BRASILEIRO S.A. - PETROBRAS

Ticker Symbol:PZE Cusip Number:71654V408
Record Date: 4/8/2013 Meeting Date: 4/29/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 MANAGEMENT REPORT AND FINANCIAL STATEMENTS, ACCOMPANIED OF OPINION FROM THE FISCAL BOARD. For Issuer For With
02 CAPITAL BUDGET, REGARDING THE YEAR OF 2013. For Issuer For With
03 DESTINATION OF INCOME FOR THE YEAR OF 2012. For Issuer For With
04A ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE CONTROLLING SHAREHOLDER. For Issuer For With
04B ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. For Issuer For With
05 ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS APPOINTED BY THE CONTROLLING SHAREHOLDER. For Issuer For With
06A ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE CONTROLLING SHAREHOLDER. For Issuer For With
06B ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE MINORITY SHAREHOLDERS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. For Issuer For With
07 ESTABLISHMENT OF COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS IN THE FISCAL BOARD. For Issuer For With
E1 INCREASE OF THE CAPITAL STOCK. For Issuer For With

SUNCOR ENERGY INC.

Ticker Symbol:SU Cusip Number:867224107
Record Date: 3/4/2013 Meeting Date: 4/30/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 MEL E. BENSON For Issuer For With
1.10 JAMES W. SIMPSON For Issuer For With
1.11 EIRA M. THOMAS For Issuer For With
1.12 STEVEN W. WILLIAMS For Issuer For With
1.2 DOMINIC D'ALESSANDRO For Issuer For With
1.3 JOHN T. FERGUSON For Issuer For With
1.4 W. DOUGLAS FORD For Issuer For With
1.5 PAUL HASELDONCKX For Issuer For With
1.6 JOHN R. HUFF For Issuer For With
1.7 JACQUES LAMARRE For Issuer For With
1.8 MAUREEN MCCAW For Issuer For With
1.9 MICHAEL W. O'BRIEN For Issuer For With
2 RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITOR OF SUNCOR ENERGY INC. FOR THE ENSUING YEAR AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION AS SUCH. For Issuer For With
3 TO APPROVE THE INCREASE IN THE NUMBER OF COMMON SHARES OF SUNCOR ENERGY INC. RESERVED FOR ISSUANCE PURSUANT TO THE SUNCOR ENERGY INC. STOCK OPTION PLAN BY AN ADDITIONAL 23,000,000 COMMON SHARES, AS DESCRIBED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR. For Issuer For With
4 TO ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR. For Issuer For With

VMWARE, INC.

Ticker Symbol:VMW Cusip Number:928563402
Record Date: 4/4/2013 Meeting Date: 5/29/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
2 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF VMWARE NAMED EXECUTIVE OFFICERS AS DESCRIBED IN VMWARE'S PROXY STATEMENT. For Issuer For With
3 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF VMWARE'S BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS VMWARE'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. For Issuer For With
4 TO APPROVE THE AMENDED AND RESTATED 2007 EQUITY AND INCENTIVE PLAN. For Issuer For With
5 TO APPROVE AN AMENDMENT TO THE 2007 EMPLOYEE STOCK PURCHASE PLAN. For Issuer For With

WASTE MANAGEMENT, INC.

Ticker Symbol:WM Cusip Number:94106L109
Record Date: 3/13/2013 Meeting Date: 5/10/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: BRADBURY H. ANDERSON For Issuer For With
1B ELECTION OF DIRECTOR: FRANK M. CLARK, JR. For Issuer For With
1C ELECTION OF DIRECTOR: PATRICK W. GROSS For Issuer For With
1D ELECTION OF DIRECTOR: VICTORIA M. HOLT For Issuer For With
1E ELECTION OF DIRECTOR: JOHN C. POPE For Issuer For With
1F ELECTION OF DIRECTOR: W. ROBERT REUM For Issuer For With
1G ELECTION OF DIRECTOR: DAVID P. STEINER For Issuer For With
1H ELECTION OF DIRECTOR: DAVID P. STEINER For Issuer For With
2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. For Issuer For With
3 APPROVAL OF OUR EXECUTIVE COMPENSATION. For Issuer For With
4 STOCKHOLDER PROPOSAL REGARDING A REQUIREMENT FOR SENIOR EXECUTIVES TO HOLD A SIGNIFICANT PERCENTAGE OF EQUITY AWARDS UNTIL RETIREMENT, IF PROPERLY PRESENTED AT THE MEETING. For Stockholder Against Against
5 STOCKHOLDER PROPOSAL REGARDING DISCLOSURE OF POLITICAL CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE MEETING. For Stockholder Against Against
6 STOCKHOLDER PROPOSAL REGARDING COMPENSATION BENCHMARKING CAP, IF PROPERLY PRESENTED AT THE MEETING. For Stockholder Against Against

YUM! BRANDS, INC.

Ticker Symbol:YUM Cusip Number:988498101
Record Date: 3/18/2013 Meeting Date: 5/15/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: MICHAEL J. CAVANAGH For Issuer For With
1B ELECTION OF DIRECTOR: DAVID W. DORMAN For Issuer For With
1C ELECTION OF DIRECTOR: MASSIMO FERRAGAMO For Issuer For With
1D ELECTION OF DIRECTOR: MIRIAN M. GRADDICK-WEIR For Issuer For With
1E ELECTION OF DIRECTOR: J. DAVID GRISSOM For Issuer For With
1F ELECTION OF DIRECTOR: BONNIE G. HILL For Issuer For With
1G ELECTION OF DIRECTOR: JONATHAN S. LINEN For Issuer For With
1H ELECTION OF DIRECTOR: THOMAS C. NELSON For Issuer For With
1I ELECTION OF DIRECTOR: DAVID C. NOVAK For Issuer For With
1J ELECTION OF DIRECTOR: THOMAS M. RYAN For Issuer For With
1K ELECTION OF DIRECTOR: JING-SHYH S. SU For Issuer For With
1L ELECTION OF DIRECTOR: ROBERT D. WALTER For Issuer For With
2 RATIFICATION OF INDEPENDENT AUDITORS. For Issuer For With
3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. For Issuer For With
4 RE-APPROVAL OF PERFORMANCE MEASURES OF YUM! BRANDS, INC. LONG TERM INCENTIVE PLAN. For Issuer For With
5 SHAREHOLDER PROPOSAL REGARDING PACKAGING RECYCLING. For Stockholder Against Against


* Management Recommended Vote



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.



Frank Funds


By /s/Brian J. Frank

* Brian J. Frank

President


By /s/Monique M. Weiss

* Monique M. Weiss

Secretary


Date: August 13, 2013


*Print the name and title of each signing officer under his or her signature.