N-PX 1 franknpx201407.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, 2014

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 PUBLIC EDUCATION, INC.

	Ticker Symbol:APEI	Cusip Number:02913V-103
	Record Date: 4/21/2014	Meeting Date: 6/13/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: ERIC C. ANDERSEN

For

Issuer

For

With

ELECTION OF DIRECTOR: WALLACE E. BOSTON, JR.

For

Issuer

For

With

ELECTION OF DIRECTOR: BARBARA G. FAST

For

Issuer

For

With

ELECTION OF DIRECTOR: JEAN C. HALLE

For

Issuer

For

With

ELECTION OF DIRECTOR: TIMOTHY J. LANDON

For

Issuer

For

With

ELECTION OF DIRECTOR: WESTLEY MOORE

For

Issuer

For

With

ELECTION OF DIRECTOR: TIMOTHY T. WEGLICKI

For

Issuer

For

With

APPROVAL OF AN AMENDMENT TO THE AMERICAN PUBLIC EDUCATION, INC. EMPLOYEE STOCK PURCHASE PLAN.

For

Issuer

For

With

ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT FOR THE 2014 ANNUAL MEETING.

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF MCGLADREY, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

For

Issuer

For

With

BERKSHIRE HATHAWAY INC.

	Ticker Symbol:BRK-A	Cusip Number:084670-702
	Record Date: 3/5/2014	Meeting Date: 5/3/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

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

NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE 2014 PROXY STATEMENT.

For

Issuer

For

With

NON-BINDING RESOLUTION TO DETERMINE THE FREQUENCY (WHETHER ANNUAL, BIENNIAL OR TRIENNIAL) WITH WHICH SHAREHOLDERS OF THE COMPANY SHALL BE ENTITLED TO HAVE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

For

Stockholder

For

With

SHAREHOLDER PROPOSAL REGARDING GREENHOUSE GAS AND OTHER AIR EMISSIONS.

Against

Stockholder

Against

With

SHAREHOLDER PROPOSAL REGARDING DIVIDENDS.

Against

Stockholder

Against

With

BLACKHAWK NETWORK HOLDINGS, INC.

	Ticker Symbol:HAWK	Cusip Number:09238E-104
	Record Date: 3/28/2014	Meeting Date: 5/21/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) DOUGLAS J. MACKENZIE 2) LAWRENCE F. PROBST III

For

Issuer

For

With

TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING JANUARY 3, 2015

For

Issuer

For

With

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (THE "SAY-ON-PAY" VOTE) AS DISCLOSED IN THE PROXY STATEMENT PURSUANT TO COMPENSATION DISCLOSURE RULES UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

For

Issuer

For

With

TO CAST A NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES

For

Issuer

For

With

TO APPROVE OUR 2013 EQUITY INCENTIVE AWARD PLAN

For

Issuer

For

With

BMC SOFTWARE, INC.

	Ticker Symbol:BMC	Cusip Number:055921-100
	Record Date: 6/24/2013	Meeting Date: 7/24/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

PROPOSAL TO CONSIDER AND VOTE ON A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER (AS IT MAY BE AMENDED FROM TIME TO TIME, THE "MERGER AGREEMENT"), DATED AS OF MAY 6, 2013, BY AND AMONG BOXER PARENT COMPANY INC., BOXER MERGER SUB INC. AND BMC SOFTWARE, INC.

For

Issuer

For

With

PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, SPECIFIED COMPENSATION THAT MAY BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF BMC SOFTWARE, INC. IN CONNECTION WITH THE MERGER.

For

Issuer

For

With

PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.

For

Issuer

For

With

CISCO SYSTEMS, INC.

	Ticker Symbol:CSCO	Cusip Number:17275R-102
	Record Date: 9/20/2013	Meeting Date: 11/19/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: CAROL A. BARTZ

For

Issuer

For

With

ELECTION OF DIRECTOR: MARC BENIOFF

For

Issuer

For

With

ELECTION OF DIRECTOR: GREGORY Q. BROWN

For

Issuer

For

With

ELECTION OF DIRECTOR: M. MICHELE BURNS

For

Issuer

For

With

ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS

For

Issuer

For

With

ELECTION OF DIRECTOR: JOHN T. CHAMBERS

For

Issuer

For

With

ELECTION OF DIRECTOR: BRIAN L. HALLA

For

Issuer

For

With

ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY

For

Issuer

For

With

ELECTION OF DIRECTOR: DR. KRISTINA M. JOHNSON

For

Issuer

For

With

ELECTION OF DIRECTOR: RODERICK C. MCGEARY

For

Issuer

For

With

ELECTION OF DIRECTOR: ARUN SARIN

For

Issuer

For

With

CISCO SYSTEMS, INC.

For

Issuer

For

With

APPROVAL OF AMENDMENT AND RESTATEMENT OF THE 2005 STOCK INCENTIVE PLAN.

Against

Issuer

For

Against

APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION.

For

Issuer

For

With

RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2014.

For

Issuer

For

With

APPROVAL TO HAVE CISCO HOLD A COMPETITION FOR GIVING PUBLIC ADVICE ON THE VOTING ITEMS IN THE PROXY FILING FOR CISCO'S 2014 ANNUAL SHAREOWNERS MEETING.

Against

Issuer

Against

With

CONVERSANT, INC

	Ticker Symbol:CNVR	Cusip Number:21249J-105
	Record Date: 3/10/2014	Meeting Date: 5/6/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) JAMES R. ZARLEY 2) DAVID S. BUZBY 3) BRIAN SMITH 4) JEFFREY F. RAYPORT 5) JAMES R. PETERS 6) JAMES A. CROUTHAMEL 7) JOHN GIULIANI

For

Issuer

For

With

PROPOSAL TO APPROVE, BY NON-BINDING VOTE, THE COMPANY'S EXECUTIVE COMPENSATION.

For

Issuer

For

With

CST BRANDS, INC.

	Ticker Symbol:CST	Cusip Number:12646R-105
	Record Date: 4/14/2014	Meeting Date: 6/4/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1.1

ELECTION OF DIRECTOR: ROGER G. BURTON

For

Issuer

For

With

1.2

ELECTION OF DIRECTOR: STEPHEN A. SMITH

For

Issuer

For

With

TO RATIFY THE SELECTION OF KPMG, LLP AS CST BRANDS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014.

For

Issuer

For

With

TO APPROVE THE AMENDED AND RESTATED 2013 OMNIBUS STOCK AND INCENTIVE PLAN ("AMENDED OMNIBUS PLAN").

For

Issuer

For

With

TO APPROVE, BY ADVISORY VOTE, A RESOLUTION ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

TO RECOMMEND, BY ADVISORY VOTE, THE FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION.

For

Stockholder

For

With

FRANCESCA'S HOLDINGS CORPORATION

	Ticker Symbol:FRAN	Cusip Number:351793-104
	Record Date: 4/7/2014	Meeting Date: 6/5/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) MR. GREG BRENNEMAN 2) MR. NEILL DAVIS 3) MS. LAURIE ANN GOLDMAN

For

Issuer

For

With

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2015.

For

Issuer

For

With

GLOBAL PAYMENTS INC.

	Ticker Symbol:GPN	Cusip Number:37940X-102
	Record Date: 9/13/2013	Meeting Date: 11/20/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) RUTH ANN MARSHALL 2) JOHN M. PARTRIDGE

For

Issuer

For

With

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

TO RATIFY THE REAPPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.

For

Issuer

For

With

GLOBAL PAYMENTS INC.

	Ticker Symbol:GPN	Cusip Number:37940X-102
	Record Date: 9/13/2013	Meeting Date: 11/20/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) RUTH ANN MARSHALL 2) JOHN M. PARTRIDGE

For

Issuer

For

With

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

TO RATIFY THE REAPPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.

For

Issuer

For

With

GOLDCORP INC.

	Ticker Symbol:GG	Cusip Number:380956-409
	Record Date: 3/18/2014	Meeting Date: 4/29/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) JOHN P. BELL 2) BEVERLEY A. BRISCOE 3) PETER J. DEY 4) DOUGLAS M. HOLTBY 5) CHARLES A. JEANNES 6) CLEMENT A. PELLETIER 7) P. RANDY REIFEL 8) IAN W. TELFER 9) BLANCA TREVINO 10) KENNETH F. WILLIAMSON

For

Issuer

For

With

IN RESPECT OF THE APPOINTMENT OF DELOITTE LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE COMPANY AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION;

For

Issuer

For

With

A RESOLUTION APPROVING CERTAIN AMENDMENTS TO THE RESTRICTED SHARE UNIT PLAN OF THE COMPANY;

For

Issuer

For

With

A RESOLUTION APPROVING AN AMENDMENT TO THE STOCK OPTION PLAN OF THE COMPANY;

For

Issuer

For

With

A NON-BINDING ADVISORY RESOLUTION ACCEPTING THE COMPANY'S APPROACH TO EXECUTIVE COMPENSATION.

For

Issuer

For

With

GREENLIGHT CAPITAL RE, LTD. (1 OF 2)

	Ticker Symbol:GLRE	Cusip Number:G4095J-109
	Record Date: 3/7/2014	Meeting Date: 4/30/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR OF THE COMPANY: ALAN BROOKS

For

Issuer

For

With

ELECTION OF DIRECTOR OF THE COMPANY: DAVID EINHORN

For

Issuer

For

With

ELECTION OF DIRECTOR OF THE COMPANY: LEONARD GOLDBERG

For

Issuer

For

With

ELECTION OF DIRECTOR OF THE COMPANY: BARTON HEDGES

For

Issuer

For

With

ELECTION OF DIRECTOR OF THE COMPANY: IAN ISAACS

For

Issuer

For

With

ELECTION OF DIRECTOR OF THE COMPANY: FRANK LACKNER

For

Issuer

For

With

ELECTION OF DIRECTOR OF THE COMPANY: BRYAN MURPHY

For

Issuer

For

With

ELECTION OF DIRECTOR OF THE COMPANY: JOSEPH PLATT

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE,LTD: ALAN BROOKS

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE,LTD: DAVID EINHORN

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE,LTD: LEONARD GOLDBERG

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE,LTD: BARTON HEDGES

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE,LTD: IAN ISAACS

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE,LTD: FRANK LACKNER

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE,LTD: BRYAN MURPHY

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE,LTD: JOSEPH PLATT

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND,LTD: LEONARD GOLDBERG

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND,LTD: PHILIP HARKIN

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND,LTD: BARTON HEDGES

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND,LTD: FRANK LACKNER

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND,LTD: CARYL TRAYNOR

For

Issuer

For

With

ELECTION OF DIRECTOR OF GREENLIGHT REINSURANCE IRELAND,LTD: BRENDAN TUOHY

For

Issuer

For

With

TO CONSIDER AND VOTE UPON A PROPOSAL TO RATIFY THE APPOINTMENT OF BDO USA, LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

For

Issuer

For

With

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, 2014, WHICH, PURSUANT TO THE ARTICLES, IS REQUIRED TO BE CONSIDERED BY THE SHAREHOLDERS OF THE COMPANY.

For

Stockholder

For

With

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, 2014, WHICH, PURSUANT TO THE ARTICLES, IS REQUIRED TO BE CONSIDERED BY THE SHAREHOLDERS OF THE COMPANY.

For

Stockholder

For

With

GREENLIGHT CAPITAL RE, LTD. (2 OF 2)

	Ticker Symbol:GLRE	Cusip Number:G4095J-109
	Record Date: 3/7/2014	Meeting Date: 4/30/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

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

HERBALIFE LTD.

	Ticker Symbol:HLF	Cusip Number:G4412G-101
	Record Date: 2/28/2014	Meeting Date: 4/29/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) MICHAEL O. JOHNSON 2) JOHN TARTOL 3) HUNTER C. GARY 4) JESSE A. LYNN 5) JAMES L. NELSON

For

Issuer

For

With

VOTE TO ADVISE AS TO THE COMPANY'S EXECUTIVE COMPENSATION.

For

Issuer

For

With

VOTE TO ADOPT THE HERBALIFE LTD. 2014 STOCK INCENTIVE PLAN.

For

Issuer

For

With

VOTE TO RATIFY THE APPOINTMENT OF THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2014.

For

Issuer

For

With

HUMANA INC.

	Ticker Symbol:HUM	Cusip Number:444859-102
	Record Date: 2/28/2014	Meeting Date: 4/29/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: KURT J. HILZINGER

For

Issuer

For

With

ELECTION OF DIRECTOR: BRUCE D. BROUSSARD

For

Issuer

For

With

ELECTION OF DIRECTOR: FRANK A. D'AMELIO

For

Issuer

For

With

ELECTION OF DIRECTOR: W. ROY DUNBAR

For

Issuer

For

With

ELECTION OF DIRECTOR: DAVID A. JONES, JR.

For

Issuer

For

With

ELECTION OF DIRECTOR: WILLIAM J. MCDONALD

For

Issuer

For

With

ELECTION OF DIRECTOR: WILLIAM E. MITCHELL

For

Issuer

For

With

ELECTION OF DIRECTOR: DAVID B. NASH, M.D.

For

Issuer

For

With

ELECTION OF DIRECTOR: JAMES J. O'BRIEN

For

Issuer

For

With

ELECTION OF DIRECTOR: MARISSA T. PETERSON

For

Issuer

For

With

THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

For

Issuer

For

With

THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE 2014 PROXY STATEMENT.

For

Issuer

For

With

STOCKHOLDER PROPOSAL ON POLITICAL CONTRIBUTIONS.

Against

Stockholder

Against

With

JANUS CAPITAL GROUP INC.

	Ticker Symbol:JNS	Cusip Number:47102X-105
	Record Date: 2/28/2014	Meeting Date: 4/24/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: TIMOTHY K. ARMOUR

For

Issuer

For

With

ELECTION OF DIRECTOR: G. ANDREW COX

For

Issuer

For

With

ELECTION OF DIRECTOR: JEFFREY J. DIERMEIER

For

Issuer

For

With

ELECTION OF DIRECTOR: EUGENE FLOOD, JR.

For

Issuer

For

With

ELECTION OF DIRECTOR: J. RICHARD FREDERICKS

For

Issuer

For

With

ELECTION OF DIRECTOR: DEBORAH R. GATZEK

For

Issuer

For

With

ELECTION OF DIRECTOR: SEIJI INAGAKI

For

Issuer

For

With

ELECTION OF DIRECTOR: LAWRENCE E. KOCHARD

For

Issuer

For

With

ELECTION OF DIRECTOR: GLENN S. SCHAFER

For

Issuer

For

With

ELECTION OF DIRECTOR: RICHARD M. WEIL

For

Issuer

For

With

RATIFICATION OF THE AUDIT COMMITTEE'S APPOINTMENT OF DELOITTE AND TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR FISCAL YEAR 2014.

For

Issuer

For

With

APPROVAL OF OUR NAMED EXECUTIVE OFFICERS' COMPENSATION.

For

Issuer

For

With

LIQUIDITY SERVICES, INC.

	Ticker Symbol:LQDT	Cusip Number:53635B-107
	Record Date: 1/14/2014	Meeting Date: 2/27/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) PHILLIP A. CLOUGH 2) GEORGE H. ELLIS 3) JAIME MATEUS-TIQUE

For

Issuer

For

With

RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2014.

For

Issuer

For

With

APPROVAL OF AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE 2006 OMNIBUS LONG-TERM INCENTIVE PLAN.

For

Issuer

For

With

MANTECH INTERNATIONAL CORP.

	Ticker Symbol:MANT	Cusip Number:564563-104
	Record Date: 3/14/2014	Meeting Date: 5/8/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) GEORGE J. PEDERSEN 2) RICHARD L. ARMITAGE 3) MARY K. BUSH 4) BARRY G. CAMPBELL 5) WALTER R. FATZINGER, JR 6) RICHARD J. KERR 7) KENNETH A. MINIHAN 8) STEPHEN W. PORTER

For

Issuer

For

With

ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS

For

Issuer

For

With

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, 2014

For

Issuer

For

With

NVIDIA CORPORATION

	Ticker Symbol:NVDA	Cusip Number:67066G-104
	Record Date: 3/25/2014	Meeting Date: 5/23/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: ROBERT K. BURGESS

For

Issuer

For

With

ELECTION OF DIRECTOR: TENCH COXE

For

Issuer

For

With

ELECTION OF DIRECTOR: JAMES C. GAITHER

For

Issuer

For

With

ELECTION OF DIRECTOR: JEN-HSUN HUANG

For

Issuer

For

With

ELECTION OF DIRECTOR: DAWN HUDSON

For

Issuer

For

With

ELECTION OF DIRECTOR: HARVEY C. JONES

For

Issuer

For

With

ELECTION OF DIRECTOR: WILLIAM J. MILLER

For

Issuer

For

With

ELECTION OF DIRECTOR: MARK L. PERRY

For

Issuer

For

With

ELECTION OF DIRECTOR: A. BROOKE SEAWELL

For

Issuer

For

With

ELECTION OF DIRECTOR: MARK A. STEVENS

For

Issuer

For

With

TO APPROVE OUR EXECUTIVE COMPENSATION.

For

Issuer

For

With

TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

For

Issuer

For

With

TO APPROVE AN AMENDMENT AND RESTATEMENT OF OUR AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN.

For

Issuer

For

With

TO APPROVE AN AMENDMENT AND RESTATEMENT OF OUR 2012 EMPLOYEE STOCK PURCHASE PLAN.

For

Issuer

For

With

PERFORMANT FINANCIAL CORPORATION

	Ticker Symbol:PFMT	Cusip Number:71377E-105
	Record Date: 3/17/2014	Meeting Date: 5/5/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) JON D. SHAVER 2) WILLIAM D. HANSEN

For

Issuer

For

With

RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

For

Issuer

For

With

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

	Ticker Symbol:RRTS	Cusip Number:76973Q-105
	Record Date: 4/8/2014	Meeting Date: 5/14/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) CHRISTOPHER L. DOERR 2) JAMES D. STALEY

For

Issuer

For

With

THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

THE RE-APPROVAL OF OUR 2010 INCENTIVE COMPENSATION PLAN.

For

Issuer

For

With

THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

For

Issuer

For

With

RPX CORPORATION

	Ticker Symbol:RPXC	Cusip Number:74972G-103
	Record Date: 4/24/2014	Meeting Date: 6/17/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) SHELBY W. BONNIE 2) SANFORD R. ROBERTSON 3) THOMAS O. RYDER

For

Issuer

For

With

TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

For

Issuer

For

With

SCIENCE APPLICATIONS INTERNATIONAL CORP

	Ticker Symbol:SAIC	Cusip Number:808625-107
	Record Date: 4/9/2014	Meeting Date: 6/4/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: ROBERT A. BEDINGFIELD

For

Issuer

For

With

ELECTION OF DIRECTOR: JERE A. DRUMMOND

For

Issuer

For

With

ELECTION OF DIRECTOR: THOMAS F. FRIST, III

For

Issuer

For

With

ELECTION OF DIRECTOR: JOHN J. HAMRE

For

Issuer

For

With

ELECTION OF DIRECTOR: ANTHONY J. MORACO

For

Issuer

For

With

ELECTION OF DIRECTOR: DONNA S. MOREA

For

Issuer

For

With

ELECTION OF DIRECTOR: EDWARD J. SANDERSON, JR.

For

Issuer

For

With

ELECTION OF DIRECTOR: STEVEN R. SHANE

For

Issuer

For

With

APPROVE THE AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN.

For

Issuer

For

With

APPROVE, BY AN ADVISORY VOTE, EXECUTIVE COMPENSATION.

For

Issuer

For

With

APPROVE, BY AN ADVISORY VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

For

Issuer

For

With

THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 30, 2015.

For

Issuer

For

With

TRUE RELIGION APPAREL, INC.

	Ticker Symbol:TRLG	Cusip Number:89784N-104
	Record Date: 6/27/2013	Meeting Date: 7/29/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

THE ADOPTION AND APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 10, 2013, AMONG TRLG HOLDINGS, LLC, ("PARENT"), TRLG MERGER SUB, INC., ("MERGER SUB") AND TRUE RELIGION APPAREL, INC., PURSUANT TO WHICH MERGER SUB WILL MERGE WITH AND INTO TRUE RELIGION APPAREL, INC. (THE "MERGER"), AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER.

For

Issuer

For

With

THE APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF CERTAIN COMPENSATION ARRANGEMENTS FOR OUR NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

For

Issuer

For

With

THE APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO PERMIT TRUE RELIGION APPAREL, INC. TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER

For

Issuer

For

With

VERA BRADLEY INC

	Ticker Symbol:VRA	Cusip Number:92335C-106
	Record Date: 3/25/2014	Meeting Date: 5/22/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) KAREN KAPLAN 2) JOHN E. KYEES 3) MATTHEW MCEVOY 4) ROBERT WALLSTROM

For

Issuer

For

With

TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015.

For

Issuer

For

With

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

VITAMIN SHOPPE, INC.

	Ticker Symbol:VSI	Cusip Number:92849E-101
	Record Date: 4/9/2014	Meeting Date: 6/4/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: B. MICHAEL BECKER

For

Issuer

For

With

ELECTION OF DIRECTOR: CATHERINE E. BUGGELN

For

Issuer

For

With

ELECTION OF DIRECTOR: DEBORAH M. DERBY

For

Issuer

For

With

ELECTION OF DIRECTOR: JOHN H. EDMONDSON

For

Issuer

For

With

ELECTION OF DIRECTOR: DAVID H. EDWAB

For

Issuer

For

With

ELECTION OF DIRECTOR: RICHARD L. MARKEE

For

Issuer

For

With

ELECTION OF DIRECTOR: RICHARD L. PERKAL

For

Issuer

For

With

ELECTION OF DIRECTOR: BETH M. PRITCHARD

For

Issuer

For

With

ELECTION OF DIRECTOR: KATHERINE SAVITT

For

Issuer

For

With

ELECTION OF DIRECTOR: ANTHONY N. TRUESDALE

For

Issuer

For

With

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR.

For

Issuer

For

With

WELLCARE HEALTH PLANS, INC.

	Ticker Symbol:WCG	Cusip Number:94946T-106
	Record Date: 3/31/2014	Meeting Date: 5/28/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: RICHARD C. BREON

For

Issuer

For

With

ELECTION OF DIRECTOR: CAROL J. BURT

For

Issuer

For

With

ELECTION OF DIRECTOR: ROEL C. CAMPOS

For

Issuer

For

With

ELECTION OF DIRECTOR: DAVID J. GALLITANO

For

Issuer

For

With

ELECTION OF DIRECTOR: D. ROBERT GRAHAM

For

Issuer

For

With

ELECTION OF DIRECTOR: KEVIN F. HICKEY

For

Issuer

For

With

ELECTION OF DIRECTOR: CHRISTIAN P. MICHALIK

For

Issuer

For

With

ELECTION OF DIRECTOR: GLENN D. STEELE, JR.

For

Issuer

For

With

ELECTION OF DIRECTOR: WILLIAM L. TRUBECK

For

Issuer

For

With

ELECTION OF DIRECTOR: PAUL E. WEAVER

For

Issuer

For

With

APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCLUDE A FORUM SELECTION CLAUSE.

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

For

Issuer

For

With

ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS ("SAY ON PAY").

For

Issuer

For

With

* Management Recommended Vote

Frank Value Fund Ltd Class I

BMC SOFTWARE, INC.

	Ticker Symbol:BMC	Cusip Number:055921-100
	Record Date: 6/24/2013	Meeting Date: 7/24/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

For

Issuer

For

With

PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, SPECIFIED COMPENSATION THAT MAY BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF BMC SOFTWARE, INC. IN CONNECTION WITH THE MERGER.

For

Issuer

For

With

For

Issuer

For

With

TRUE RELIGION APPAREL, INC.

	Ticker Symbol:TRLG	Cusip Number:89784N-104
	Record Date: 6/27/2013	Meeting Date: 7/29/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

For

Issuer

For

With

THE APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF CERTAIN COMPENSATION ARRANGEMENTS FOR OUR NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

For

Issuer

For

With

For

Issuer

For

With

* Management Recommended Vote

Leigh Baldwin Total Return Fund

ABERDEEN ASIA-PACIFIC INCOME FUND-COM

	Ticker Symbol:FAX	Cusip Number:003009107
	Record Date: 2/7/2014	Meeting Date: 3/27/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) P. GERALD MALONE

For

Issuer

For

With

ALTRIA GROUP, INC.

	Ticker Symbol:MO	Cusip Number:02209S103
	Record Date: 3/24/2014	Meeting Date: 5/14/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: GERALD L. BALILES

For

Issuer

For

With

ELECTION OF DIRECTOR: MARTIN J. BARRINGTON

For

Issuer

For

With

ELECTION OF DIRECTOR: JOHN T. CASTEEN III

For

Issuer

For

With

ELECTION OF DIRECTOR: DINYAR S. DEVITRE

For

Issuer

For

With

ELECTION OF DIRECTOR: THOMAS F. FARRELL II

For

Issuer

For

With

ELECTION OF DIRECTOR: THOMAS W. JONES

For

Issuer

For

With

ELECTION OF DIRECTOR: DEBRA J. KELLY-ENNIS

For

Issuer

For

With

ELECTION OF DIRECTOR: W. LEO KIELY III

For

Issuer

For

With

ELECTION OF DIRECTOR: KATHRYN B. McQUADE

For

Issuer

For

With

ELECTION OF DIRECTOR: GEORGE MUNOZ

For

Issuer

For

With

ELECTION OF DIRECTOR: NABIL Y. SAKKAB

For

Issuer

For

With

RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

For

Issuer

For

With

ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICE

For

Issuer

For

With

SHAREHOLDER PROPOSAL - PREPARATION OF HEALTH EFFECT AND CESSATION MATERIALS FOR POOR AND LESS FORMALLY EDUCATED TOBACCO CONSUMERS

For

Stockholder

Against

With

SHAREHOLDER PROPOSAL - DISCLOSURE OF LOBBYING POLICIES AND PRACTICES

For

Stockholder

Against

With

AT&T INC.

	Ticker Symbol:T	Cusip Number:00206R102
	Record Date: 2/26/2014	Meeting Date: 4/25/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: RANDALL L. STEPHENSON

For

Issuer

For

With

ELECTION OF DIRECTOR: REUBEN V. ANDERSON

For

Issuer

For

With

ELECTION OF DIRECTOR: JAIME CHICO PARDO

For

Issuer

For

With

ELECTION OF DIRECTOR: SCOTT T. FORD

For

Issuer

For

With

ELECTION OF DIRECTOR: JAMES P. KELLY

For

Issuer

For

With

ELECTION OF DIRECTOR: JON C. MADONNA

For

Issuer

For

With

ELECTION OF DIRECTOR: MICHAEL B. MCCALLISTER

For

Issuer

For

With

ELECTION OF DIRECTOR: JOHN B. MCCOY

For

Issuer

For

With

ELECTION OF DIRECTOR: BETH E. MOONEY

For

Issuer

For

With

ELECTION OF DIRECTOR: JOYCE M. ROCHE

For

Issuer

For

With

ELECTION OF DIRECTOR: MATTHEW K. ROSE

For

Issuer

For

With

ELECTION OF DIRECTOR: CYNTHIA B. TAYLOR

For

Issuer

For

With

ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON

For

Issuer

For

With

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.

For

Issuer

For

With

ADVISORY APPROVAL OF EXECUTIVE COMPENSATION.

For

Issuer

For

With

APPROVE SEVERANCE POLICY.

For

Issuer

For

With

POLITICAL REPORT.

For

Issuer

Against

LOBBYING REPORT.

For

Issuer

Against

WRITTEN CONSENT.

For

Issuer

Against

BRISTOL-MYERS SQUIBB COMPANY

	Ticker Symbol:BMY	Cusip Number:110122108
	Record Date: 3/14/2014	Meeting Date: 5/6/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: L. ANDREOTTI

For

Issuer

For

With

ELECTION OF DIRECTOR: L.B. CAMPBELL

For

Issuer

For

With

ELECTION OF DIRECTOR: J.M. CORNELIUS

For

Issuer

For

With

ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D.

For

Issuer

For

With

ELECTION OF DIRECTOR: M. GROBSTEIN

For

Issuer

For

With

ELECTION OF DIRECTOR: A.J. LACY

For

Issuer

For

With

ELECTION OF DIRECTOR: T.J. LYNCH, JR., M.D.

For

Issuer

For

With

ELECTION OF DIRECTOR: D.C. PALIWAL

For

Issuer

For

With

ELECTION OF DIRECTOR: V.L. SATO, PH.D.

For

Issuer

For

With

ELECTION OF DIRECTOR: G.L. STORCH

For

Issuer

For

With

ELECTION OF DIRECTOR: T.D. WEST, JR.

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

For

Issuer

For

With

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

SIMPLE MAJORITY VOTE.

For

Issuer

N/A

CAL-MAINE FOODS, INC.

	Ticker Symbol:CALM	Cusip Number:128030202
	Record Date: 8/16/2013	Meeting Date: 10/4/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) ADOLPHUS B. BAKER 2) TIMOTHY A. DAWSON 3) LETITIA C. HUGHES 4) SHERMAN MILLER 5) JAMES E. POOLE 6) STEVE W. SANDERS

For

Issuer

For

With

RATIFICATION OF FROST, PLLC AS INDEPENDENT AUDITORS OF THE COMPANY.

For

Issuer

For

With

DARDEN RESTAURANTS, INC.

	Ticker Symbol:DRI	Cusip Number:237194105
	Record Date: 7/22/2013	Meeting Date: 9/18/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) MICHAEL W. BARNES 2) LEONARD L. BERRY 3) CHRISTOPHER J. FRALEIGH 4) VICTORIA D. HARKER 5) DAVID H. HUGHES 6) CHARLES A LEDSINGER, JR 7) WILLIAM M. LEWIS, JR. 8) SENATOR CONNIE MACK III 9) ANDREW H. MADSEN 10) CLARENCE OTIS, JR. 11) MICHAEL D. ROSE 12) MARIA A. SASTRE 13) WILLIAM S. SIMON

For

Issuer

For

With

TO APPROVE THE 2002 STOCK INCENTIVE PLAN, AS AMENDED.

For

Issuer

For

With

TO APPROVE A RESOLUTION PROVIDING ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.

For

Issuer

For

With

TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 25, 2014.

For

Issuer

For

With

TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTE TO ELECT DIRECTORS.

For

Stockholder

Against

TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS.

For

Stockholder

Against

TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS.

For

Stockholder

Against

TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING LOBBYING DISCLOSURE.

For

Stockholder

Against

TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING DISCLOSURE OF EEO-1 REPORT DATA.

For

Stockholder

Against

FIRST SOLAR, INC.

	Ticker Symbol:FSLR	Cusip Number:336433107
	Record Date: 4/1/2014	Meeting Date: 5/21/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) MICHAEL J. AHEARN 2) SHARON L. ALLEN 3) RICHARD D. CHAPMAN 4) GEORGE A. HAMBRO 5) JAMES A. HUGHES 6) CRAIG KENNEDY 7) JAMES F. NOLAN 8) WILLIAM J. POST 9) J. THOMAS PRESBY 10) PAUL H. STEBBINS 11) MICHAEL SWEENEY

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

For

Issuer

For

With

APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

STOCKHOLDER PROPOSAL REGARDING ACCELERATED VESTING OF EQUITY AWARDS UPON CHANGE IN CONTROL.

For

Stockholder

Against

STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING STANDARD IN UNCONTESTED DIRECTOR ELECTIONS.

For

Stockholder

Against

FLUOR CORPORATION

	Ticker Symbol:FLR	Cusip Number:343412102
	Record Date: 3/7/2014	Meeting Date: 5/1/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: PETER K. BARKER

For

Issuer

For

With

ELECTION OF DIRECTOR: ALAN M. BENNETT

For

Issuer

For

With

ELECTION OF DIRECTOR: ROSEMARY T. BERKERY

For

Issuer

For

With

ELECTION OF DIRECTOR: PETER J. FLUOR

For

Issuer

For

With

ELECTION OF DIRECTOR: JAMES T. HACKETT

For

Issuer

For

With

ELECTION OF DIRECTOR: DEBORAH D. MCWHINNEY

For

Issuer

For

With

ELECTION OF DIRECTOR: DEAN R. O'HARE

For

Issuer

For

With

ELECTION OF DIRECTOR: ARMANDO J. OLIVERA

For

Issuer

For

With

ELECTION OF DIRECTOR: JOSEPH W. PRUEHER

For

Issuer

For

With

ELECTION OF DIRECTOR: MATTHEW K. ROSE

For

Issuer

For

With

ELECTION OF DIRECTOR: DAVID T. SEATON

For

Issuer

For

With

ELECTION OF DIRECTOR: NADER H. SULTAN

For

Issuer

For

With

ELECTION OF DIRECTOR: LYNN C. SWANN

For

Issuer

For

With

AN ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION.

For

Issuer

For

With

THE APPROVAL OF THE FLUOR CORPORATION 2014 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS.

For

Issuer

For

With

THE RATIFICATION OF THE APPOINTMENT BY OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

For

Issuer

For

With

A STOCKHOLDER PROPOSAL FOR AN INDEPENDENT CHAIRMAN.

For

Stockholder

Against

FREEPORT-MCMORAN COPPER & GOLD INC.

	Ticker Symbol:FCX	Cusip Number:35671D857
	Record Date: 5/24/2013	Meeting Date: 7/16/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1.1

RICHARD C. ADKERSON

For

Issuer

For

With

1.10

BOBBY LEE LACKEY

For

Issuer

For

With

1.11

JON C. MADONNA

For

Issuer

For

With

1.12

DUSTAN E. MCCOY

For

Issuer

For

With

1.13

JAMES R. MOFFETT

For

Issuer

For

With

1.14

B.M. RANKIN, JR.

For

Issuer

For

With

1.15

STEPHEN H. SIEGELE

For

Issuer

For

With

1.2

ROBERT J. ALLISON, JR.

For

Issuer

For

With

1.3

ALAN R. BUCKWALTER, III

For

Issuer

For

With

1.4

ROBERT A. DAY

For

Issuer

For

With

1.5

JAMES C. FLORES

For

Issuer

For

With

1.6

GERALD J. FORD

For

Issuer

For

With

1.7

THOMAS A. FRY, III

For

Issuer

For

With

1.8

H. DEVON GRAHAM, JR.

For

Issuer

For

With

1.9

CHARLES C. KRULAK

For

Issuer

For

With

APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

For

Issuer

For

With

STOCKHOLDER PROPOSAL REGARDING THE SELECTION OF A CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE RECOMMENDED FOR ELECTION TO THE BOARD OF DIRECTORS.

For

Stockholder

Against

STOCKHOLDER PROPOSAL REGARDING THE REQUIREMENT THAT OUR CHAIRMAN OF THE BOARD OF DIRECTORS BE AN INDEPENDENT MEMBER OF THE BOARD OF DIRECTORS.

For

Stockholder

Against

STOCKHOLDER PROPOSAL REGARDING THE ADOPTION BY THE BOARD OF DIRECTORS OF A POLICY ON BOARD DIVERSITY.

For

Stockholder

Against

STOCKHOLDER PROPOSAL REGARDING THE AMENDMENT OF OUR BYLAWS TO PERMIT STOCKHOLDERS HOLDING 15% OF OUR OUTSTANDING COMMON STOCK TO CALL A SPECIAL MEETING OF STOCKHOLDERS.

For

Stockholder

Against

FREEPORT-MCMORAN COPPER & GOLD INC.

	Ticker Symbol:FCX	Cusip Number:35671D857
	Record Date: 4/21/2014	Meeting Date: 6/17/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) RICHARD C. ADKERSON 2) ROBERT J. ALLISON, JR. 3) ALAN R. BUCKWALTER, III 4) ROBERT A. DAY 5) JAMES C. FLORES 6) GERALD J. FORD 7) THOMAS A. FRY, III 8) H. DEVON GRAHAM, JR. 9) LYDIA H. KENNARD 10) CHARLES C. KRULAK 11) BOBBY LEE LACKEY 12) JON C. MADONNA 13) DUSTAN E. MCCOY 14) JAMES R. MOFFETT 15) STEPHEN H. SIEGELE 16) FRANCES FRAGOS TOWNSEND

For

Issuer

For

With

APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

For

Issuer

For

With

APPROVAL OF THE FREEPORT-MCMORAN COPPER & GOLD INC. ANNUAL INCENTIVE PLAN.

For

Issuer

For

With

STOCKHOLDER PROPOSAL REGARDING THE SELECTION OF A CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE RECOMMENDED FOR ELECTION TO THE BOARD OF DIRECTORS.

Against

Stockholder

Against

With

GAMCO GBL GOLD, NAT RES & INC TR-COMMON

	Ticker Symbol:GGN	Cusip Number:36465A109
	Record Date: 3/14/2014	Meeting Date: 5/12/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) FRANK J. FAHRENKOPF, JR 2) SALVATORE J. ZIZZA

For

Issuer

For

With

GENERAL MOTORS COMPANY

	Ticker Symbol:GM	Cusip Number:37045V100
	Record Date: 4/11/2014	Meeting Date: 6/10/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: JOSEPH J. ASHTON

Against

Issuer

For

Against

ELECTION OF DIRECTOR: MARY T. BARRA

Against

Issuer

For

Against

ELECTION OF DIRECTOR: ERROLL B. DAVIS, JR.

Against

Issuer

For

Against

ELECTION OF DIRECTOR: STEPHEN J. GIRSKY

Against

Issuer

For

Against

ELECTION OF DIRECTOR: E. NEVILLE ISDELL

Against

Issuer

For

Against

ELECTION OF DIRECTOR: KATHRYN V. MARINELLO

Against

Issuer

For

Against

ELECTION OF DIRECTOR: MICHAEL G. MULLEN

Against

Issuer

For

Against

ELECTION OF DIRECTOR: JAMES J. MULVA

Against

Issuer

For

Against

ELECTION OF DIRECTOR: PATRICIA F. RUSSO

Against

Issuer

For

Against

ELECTION OF DIRECTOR: THOMAS M. SCHOEWE

Against

Issuer

For

Against

ELECTION OF DIRECTOR: THEODORE M. SOLSO

Against

Issuer

For

Against

ELECTION OF DIRECTOR: CAROL M. STEPHENSON

Against

Issuer

For

Against

RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS GM'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014

Against

Issuer

For

Against

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Against

Issuer

For

Against

ADVISORY VOTE TO APPROVE THE FREQUENCY OF A STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION

Abstained

Issuer

For

Against

APPROVAL OF THE GENERAL MOTORS COMPANY 2014 SHORT-TERM INCENTIVE PLAN

Against

Issuer

For

Against

APPROVAL OF THE GENERAL MOTORS COMPANY 2014 LONG-TERM INCENTIVE PLAN

Against

Issuer

For

Against

CUMULATIVE VOTING

Against

Issuer

For

Against

INDEPENDENT BOARD CHAIRMAN

Against

Issuer

For

Against

ILLUMINA, INC.

	Ticker Symbol:ILMN	Cusip Number:452327109
	Record Date: 4/1/2014	Meeting Date: 5/28/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) DANIEL M. BRADBURY* 2) ROBERT S. EPSTEIN, MD* 3) ROY A. WHITFIELD* 4) FRANCIS A. DESOUZA#

For

Issuer

For

With

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 28, 2014

For

Issuer

For

With

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT

For

Issuer

For

With

TO APPROVE AN AMENDMENT TO THE ILLUMINA, INC. BYLAWS, ESTABLISHING DELAWARE AS THE EXCLUSIVE FORUM FOR ADJUDICATION OF CERTAIN DISPUTES

For

Issuer

For

With

IRON MOUNTAIN INCORPORATED

	Ticker Symbol:IRM	Cusip Number:462846106
	Record Date: 4/3/2014	Meeting Date: 5/29/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: TED R. ANTENUCCI

For

Issuer

For

With

ELECTION OF DIRECTOR: PAMELA M. ARWAY

For

Issuer

For

With

ELECTION OF DIRECTOR: CLARKE H. BAILEY

For

Issuer

For

With

ELECTION OF DIRECTOR: KENT P. DAUTEN

For

Issuer

For

With

ELECTION OF DIRECTOR: PAUL F. DENINGER

For

Issuer

For

With

ELECTION OF DIRECTOR: PER-KRISTIAN HALVORSEN

For

Issuer

For

With

ELECTION OF DIRECTOR: MICHAEL W. LAMACH

For

Issuer

For

With

ELECTION OF DIRECTOR: WILLIAM L. MEANEY

For

Issuer

For

With

ELECTION OF DIRECTOR: WALTER C. RAKOWICH

For

Issuer

For

With

ELECTION OF DIRECTOR: VINCENT J. RYAN

For

Issuer

For

With

ELECTION OF DIRECTOR: ALFRED J. VERRECCHIA

For

Issuer

For

With

THE APPROVAL OF A NON-BINDING, ADVISORY RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

THE RATIFICATION OF THE SELECTION BY THE AUDIT COMMITTEE OF DELOITTE & TOUCHE LLP AS IRON MOUNTAIN INCORPORATED'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014.

For

Issuer

For

With

MICROSOFT CORPORATION

	Ticker Symbol:MSFT	Cusip Number:594918104
	Record Date: 9/13/2013	Meeting Date: 11/19/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: STEVEN A. BALLMER

For

Issuer

For

With

APPROVE MATERIAL TERMS OF THE PERFORMANCE CRITERIA UNDER THE EXECUTIVE OFFICER INCENTIVE PLAN

For

Issuer

For

With

ADVISORY VOTE ON EXECUTIVE COMPENSATION

For

Issuer

For

With

RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2014

For

Issuer

For

With

ELECTION OF DIRECTOR: DINA DUBLON

For

Issuer

For

With

ELECTION OF DIRECTOR: WILLIAM H. GATES III

For

Issuer

For

With

ELECTION OF DIRECTOR: MARIA M. KLAWE

For

Issuer

For

With

ELECTION OF DIRECTOR: STEPHEN J. LUCZO

For

Issuer

For

With

ELECTION OF DIRECTOR: DAVID F. MARQUARDT

For

Issuer

For

With

ELECTION OF DIRECTOR: CHARLES H. NOSKI

For

Issuer

For

With

ELECTION OF DIRECTOR: HELMUT PANKE

For

Issuer

For

With

ELECTION OF DIRECTOR: JOHN W. THOMPSON

For

Issuer

For

With

OFFICEMAX INCORPORATED

	Ticker Symbol:OMX	Cusip Number:67622P101
	Record Date: 5/28/2013	Meeting Date: 7/10/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ADOPT AGREEMENT & PLAN OF MERGER, DATED AS OF FEBRUARY 20, 2013, BY AND AMONG OFFICE DEPOT, INC., DOGWOOD MERGER SUB INC., DOGWOOD MERGER SUB LLC, MAPLEBY HOLDINGS MERGER CORPORATION, MAPLEBY MERGER CORPORATION AND OFFICEMAX INCORPORATED, AS IT MAY BE AMENDED FROM TIME TO TIME, AND TO APPROVE THE FIRST MERGER AND THE SECOND MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

For

Issuer

For

With

PROPOSAL TO APPROVE ON AN ADVISORY (NON-BINDING) BASIS THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO OFFICEMAX INCORPORATED'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATED TO THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.

For

Issuer

For

With

PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT PROPOSAL 1.

For

Issuer

For

With

ONEIDA FINANCIAL CORP.

	Ticker Symbol:ONFC	Cusip Number:682479100
	Record Date: 3/17/2014	Meeting Date: 5/6/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1. DIRECTOR 1) RODNEY D. KENT 2) DANIEL L. MANEEN 3) RICHARD B. MYERS 4) ERIC E. STICKELS 5) GERALD N. VOLK

For

Issuer

For

With

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, 2014.

For

Issuer

For

With

AN ADVISORY (NON-BINDING) RESOLUTION TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION AS DESCRIBED IN THE PROXY STATEMENT.

For

Issuer

For

With

POTBELLY CORPORATION

	Ticker Symbol:PBPB	Cusip Number:73754Y100
	Record Date: 3/19/2014	Meeting Date: 5/15/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1. DIRECTOR 1) PETER BASSI 2) MARLA GOTTSCHALK 3) AYLWIN LEWIS

For

Issuer

For

With

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 28, 2014

For

Issuer

For

With

SPROUTS FARMERS MARKET, INC.

	Ticker Symbol:SFM	Cusip Number:85208M102
	Record Date: 3/17/2014	Meeting Date: 5/15/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) TERRI FUNK GRAHAM 2) GEORGE G. GOLLEHER 3) STEVEN H. TOWNSEND

For

Issuer

For

With

TO VOTE ON A NON-BINDING ADVISORY RESOLUTION TO APPROVE THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS FOR FISCAL 2013 ("SAY-ON-PAY").

For

Issuer

For

With

TO VOTE ON A NON-BINDING ADVISORY PROPOSAL ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES ("SAY-ONFREQUENCY").

For

Issuer

For

With

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS OUR INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 28, 2014.

For

Issuer

For

With

SYNTA PHARMACEUTICALS CORPORATION

	Ticker Symbol:SNTA	Cusip Number:87162T206
	Record Date: 4/16/2014	Meeting Date: 6/12/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) DONALD W. KUFE 2) W.S. REARDON, C.P.A.

For

Issuer

For

With

PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

For

Issuer

For

With

PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.

For

Issuer

For

With

TECK RESOURCES LIMITED

	Ticker Symbol:TCK	Cusip Number:878742204
	Record Date: 3/3/2014	Meeting Date: 4/23/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR 1) M.M. ASHAR 2) J.H. BENNETT 3) H.J. BOLTON 4) F.P. CHEE 5) J.L. COCKWELL 6) E.C. DOWLING 7) N.B. KEEVIL 8) N.B. KEEVIL III 9) T. KUBOTA 10) T. KURIYAMA 11) D.R. LINDSAY 12) J.G. RENNIE 13) W.S.R. SEYFFERT 14) C.M. THOMPSON

For

Issuer

For

With

TO APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS AND TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS' REMUNERATION.

For

Issuer

For

With

TO APPROVE THE ADVISORY RESOLUTION ON THE CORPORATION'S APPROACH TO EXECUTIVE COMPENSATION.

For

Issuer

For

With

UNITED PARCEL SERVICE, INC.

	Ticker Symbol:UPS	Cusip Number:911312106
	Record Date: 3/10/2014	Meeting Date: 5/8/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: F. DUANE ACKERMAN

For

Issuer

For

With

ELECTION OF DIRECTOR: RODNEY C. ADKINS

For

Issuer

For

With

ELECTION OF DIRECTOR: MICHAEL J. BURNS

For

Issuer

For

With

ELECTION OF DIRECTOR: D. SCOTT DAVIS

For

Issuer

For

With

ELECTION OF DIRECTOR: STUART E. EIZENSTAT

For

Issuer

For

With

ELECTION OF DIRECTOR: MICHAEL L. ESKEW

For

Issuer

For

With

ELECTION OF DIRECTOR: WILLIAM R. JOHNSON

For

Issuer

For

With

ELECTION OF DIRECTOR: CANDACE KENDLE

For

Issuer

For

With

ELECTION OF DIRECTOR: ANN M. LIVERMORE

For

Issuer

For

With

ELECTION OF DIRECTOR: RUDY H.P. MARKHAM

For

Issuer

For

With

ELECTION OF DIRECTOR: CLARK T. RANDT, JR.

For

Issuer

For

With

ELECTION OF DIRECTOR: CAROL B. TOME

For

Issuer

For

With

ELECTION OF DIRECTOR: KEVIN M. WARSH

For

Issuer

For

With

TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE COMPENSATION.

For

Issuer

For

With

TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS UPS'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2014.

For

Issuer

For

With

SHAREOWNER PROPOSAL ON LOBBYING DISCLOSURE.

For

Stockholder

Against

SHAREOWNER PROPOSAL TO REDUCE THE VOTING POWER OF CLASS A STOCK FROM 10 VOTES PER SHARE TO ONE VOTE PER SHARE.

For

Stockholder

Against

WELLS FARGO & COMPANY

	Ticker Symbol:WFC	Cusip Number:949746101
	Record Date: 3/4/2014	Meeting Date: 4/29/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: JOHN D. BAKER II

For

Issuer

For

With

ELECTION OF DIRECTOR: ELAINE L. CHAO

For

Issuer

For

With

ELECTION OF DIRECTOR: JOHN S. CHEN

For

Issuer

For

With

ELECTION OF DIRECTOR: LLOYD H. DEAN

For

Issuer

For

With

ELECTION OF DIRECTOR: SUSAN E. ENGEL

For

Issuer

For

With

ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR.

For

Issuer

For

With

ELECTION OF DIRECTOR: DONALD M. JAMES

For

Issuer

For

With

ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN

For

Issuer

For

With

ELECTION OF DIRECTOR: FEDERICO F. PENA

For

Issuer

For

With

ELECTION OF DIRECTOR: JAMES H. QUIGLEY

For

Issuer

For

With

ELECTION OF DIRECTOR: JUDITH M. RUNSTAD

For

Issuer

For

With

ELECTION OF DIRECTOR: STEPHEN W. SANGER

For

Issuer

For

With

ELECTION OF DIRECTOR: JOHN G. STUMPF

For

Issuer

For

With

ELECTION OF DIRECTOR: SUSAN G. SWENSON

For

Issuer

For

With

VOTE ON AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

For

Issuer

For

With

RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

For

Issuer

For

With

ADOPT A POLICY TO REQUIRE AN INDEPENDENT CHAIRMAN.

For

Issuer

Against

REVIEW AND REPORT ON INTERNAL CONTROLS OVER THE COMPANY'S MORTGAGE SERVICING AND FORECLOSURE PRACTICES.

For

Issuer

Against

XEROX CORPORATION

	Ticker Symbol:XRX	Cusip Number:984121103
	Record Date: 3/24/2014	Meeting Date: 5/20/2014

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTOR: GLENN A. BRITT

For

Issuer

For

With

ELECTION OF DIRECTOR: URSULA M. BURNS

For

Issuer

For

With

ELECTION OF DIRECTOR: RICHARD J. HARRINGTON

For

Issuer

For

With

ELECTION OF DIRECTOR: WILLIAM CURT HUNTER

For

Issuer

For

With

ELECTION OF DIRECTOR: ROBERT J. KEEGAN

For

Issuer

For

With

ELECTION OF DIRECTOR: ROBERT A. MCDONALD

For

Issuer

For

With

ELECTION OF DIRECTOR: CHARLES PRINCE

For

Issuer

For

With

ELECTION OF DIRECTOR: ANN N. REESE

For

Issuer

For

With

ELECTION OF DIRECTOR: SARA MARTINEZ TUCKER

For

Issuer

For

With

ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER

For

Issuer

For

With

RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

For

Issuer

For

With

APPROVAL, ON AN ADVISORY BASIS, OF THE 2013 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

For

Issuer

For

With

* 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: July 22, 2014

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