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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: 811-4014

Exact name of registrant as specified in charter: Meridian Fund, Inc.


		60 E. Sir Francis Drake Blvd., Ste. 306, Larkspur, Ca. 94939

		(Address of principal executive offices)


		Gregg B. Keeling
		Aster Investment Management, Inc.
		60 E. Sir Francis Drake Blvd., Ste. 306
		Larkspur, Ca. 94939

		(Name and address of agent for
		service)

Registrant’s telephone number, including area code: (415) 461-8770

Date of fiscal year end: June 30,

Date of reporting period: July 1, 2009 - June 30, 2010

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 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. ss. 3507.

ITEM 1. PROXY VOTING RECORD:

Appended hereto as Exhibit A is the following information indicating for each matter relating to a portfolio security owned by the Registrant considered at any shareholder meeting held during the twelve month period ended June 30, 2009 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 Registrant cast its vote on the matter;

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

	(h).		Whether the matter was proposed by the issuer or by a security holder;

	(i).		Whether the Registrant cast its vote for or against management.

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): Meridian Fund, Inc.


By (Signature and Title)*:		/s/ Gregg B. Keeling

		Gregg B. Keeling, *CFO / Proxy Manager*

Date: August 24 , 2010

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

Meridian Equity Income Fund

(h), (i)

i= proposed by issuer

s=proposed by shareholder

w=vote cast with management

(a)

(b)

(c)

(d)

(e)

(f)

(g)

a=vote cast against management

Company Name

Ticker

CUSIP

Meeting Date

Description of matter voted on

Voted

Vote cast

na=vote cast- no mgmt recommendation

Medtronic, Inc

MDT

585055106

8/27/2009

Election of Directors

yes

for all

i, w

Ratify appointment of independent accounting firm

yes

for

i, w

Approve increase in employee stock purchase plan to 25 mil shares

yes

for

i, w

Approve increase in stock incentive plan to 100 mil shares

yes

against

i, a

H&R Block, Inc.

HRB

093671105

9/24/2009

Election of Directors

yes

for all

i, w

Approve proposal for executive pay

yes

against

i, a

Amend executive compensation plan to increase common stock shares

yes

against

i, a

Ratify appointment of independent accountants for 2010

yes

for

i,w

Harris Corporation

HRS

413875105

10/23/2009

Election of Directors

yes

for all

i, w

Ratify appointment of independent accounting firm for 2010

yes

for

i, w

Amendment to By-Laws to require independent Chairman of the Board

yes

against

s,w

Automatic Data Processing, Inc

ADP

053015103

11/10/2009

Election of Directors

yes

for all

i, w

Ratify Appointment of independent accountants

yes

for

i,w

Sysco Corporation

SYY

871829107

11/18/2009

Election of Directors

yes

for all

i,w

Approve Non-Employee Directors Stock Plan

yes

for

i, w

Authorize amendments to 2007 Stock Incentive Plan

yes

against

i, a

Approve Executive Compensation in compliance with IRS Code

yes

for

i,w

Ratify appointment of Independent Accountants for 2010

yes

for

i,w

Approve proposal on Executive Compensation philosophy, policy and procedures

yes

for

i,w

Stockholder proposal that BOD accept principles of Healthcare reform

yes

against

s,w

Broadridge Financial Solutions, Inc

11133T103

11/18/2009

Election of Directors

yes

for all

i,w

Ratify appointment of Independent Accountants for 2010

yes

for

i, w

Approve Amendment of of 2007 Omnibus award Plan

yes

against

i,a

Willis Group Holdings Ltd

WSH

G96655108

12/11/2009

Approval to change the place of incorporation from Bermuda to Ireland

yes

for

i, w

Distributable Reserves as per Irish Law

yes

for

i, w

Kraft Foods Inc.

KFT

50075N104

2/1/2010

Approve issuing up to 370 mil shares Class A Common Stock as part of Cadbury Acquisition

yes

for

i,w

Proposal to approve adjournment of special meeting to solicit proxies

yes

for

i, w

The Valspar Corporation

VAL

920355104

2/18/2010

Election of Directors

yes

for all

i,w

Approve increase in shares reserved for Options, 2009 Equity Plan

yes

against

i,a

Approve the appointment of independent Accountants for 2010

yes

for

i, w

Hillenbrand, Inc

431571108

2/24/2010

Election of Directors

yes

for all

i,w

Approve Stock incentive Plan

yes

against

i, a

Ratify appointment of Independent Accountants for 2010

yes

for

i, w

Authorize to transact such business which properly comes before them

yes

for

i, w

The Stanley Works

SWK

854616109

3/12/2010

Approval of Common Stock issuance for Merger

yes

for

i,w

Increase number of shares and name change

yes

for

i, w

Amend long-term incentive plan and increase number of shares, options

yes

against

i, a

Approve adjournment of special meeting

yes

for

i, w

PPG Industries, Inc.

PPG

693506107

4/15/2010

Election of Directors

yes

for all

i,w

Approve the appointment of independent Accountants for 2010

yes

for

i, w

Shareholder proposal requesting report on environmental accountability

yes

against

s, w

Genuine Parts Company

GPC

372460105

4/19/2010

Election of Directors

yes

for all

i,w

Approve the appointment of independent Accountants for 2010

yes

for

i, w

Willis Group Holdings, PLC

WSH

G96666105

4/21/2010

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

Approve Employee Stock Purchase Plan

yes

for

i, w

The Coca-Cola Company

CCE

191216100

4/21/2010

Election of Directors

yes

for all

i,w

Approve the appointment of independent Accountants for 2010

yes

for

i, w

Shareholder proposal on advising for Executive compensation

yes

against

s, w

Shareholder proposal regarding independent Board Chair

yes

against

s, w

Shareholder proposal regarding Restricted Stock

yes

against

s, w

Shareholder proposal regarding a report on Bisphenol-A

yes

against

s, w

Sonoco Products Company

SON

835495102

4/21/2010

Election of Directors

yes

for all

i,w

Approve the appointment of Independent Accountants for 2010

yes

for

i, w

Hudson City Bancorp, Inc.

HCBK

443683107

4/21/2010

Election of Directors

yes

for all

i,w

Adoption of Executive Officer Incentive Plan

yes

for

i,w

Approve the appointment of independent Accountants for 2010

yes

for

i, w

Johnson & Johnson

JNJ

478160104

4/22/2010

Election of Directors

yes

for all

i,w

Approve the appointment of independent Accountants for 2010

yes

for

i, w

Advisory Vote on Executive Compension

yes

against

s, w

Special shareowner meeting

yes

against

s, w

Bank of Hawaii Corporation

BOH

062540109

4/23/2010

Election of Directors

yes

for all

i,w

Approve the appointment of independent Accountants for 2010

yes

for

i, w

Meadwestvaco Corporation

MWV

583334107

4/26/2010

Election of Directors

yes

for all

i,w

Approve the appointment of independent Accountants for 2010

yes

for

i, w

Stockholder proposal regarding special shareholder meetings

yes

against

s, w

AGL Resources, inc.

AGL

001204106

4/27/2010

Election of Directors

yes

for all

i,w

Amend By-Laws to eliminate classification of BOD

yes

for

i,w

Approve the appointment of independent Accountants for 2010

yes

for

i, w

Spectra Energy Crop.

847560109

4/27/2010

Election of Directors

yes

for all

i,w

Approve the appointment of independent Accountants for 2010

yes

for

i, w

Shareholder proposal for director election majority vote standard

yes

for

s, a

VF Corporation

VFC

918204108

4/27/2010

Election of Directors

yes

for all

i,w

Approval of restatement of 1996 stock compensation plan, options

yes

against

i, a

Approve the appointment of Independent Accountants for 2010

yes

for

i, w

Harsco Corporation

HSC

415864107

4/27/2010

Election of Directors

yes

for all

i,w

Approve the appointment of independent Accountants for 2010

yes

for

i, w

Eaton Corporation

ETN

278058102

4/28/2010

Election of Directors

yes

for all

i,w

Approve the appointment of independent Accountants for 2010

yes

for

i, w

The McGraw-Hill Companies, Inc.

MHP

580645109

4/28/2010

Election of Directors

yes

for all

i,w

Amend Certificate of Incorporation to declassify board, eliminate supermajority voting provisions

yes

for

i,w

Amend Certificate of Incorporation to eliminate supermajority for merger or consolidation, sale/lease of assets outside course of business, exchange of shares or dissolution

yes

for

i,w

Amend Certificate of Incorporation to remove “Fair Price” provision

yes

for

i,w

Approve amended 2002 Stock Incentive Plan

yes

against

i, a

Approve the appointment of independent Accountants for 2010

yes

for

i, w

Shareholder proposal for special shareholder meetings

yes

against

s, w

Shareholder proposal requesting action by written request

yes

against

s, w

Kinberly-Clark Corporation

KMB

494368103

4/29/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Stockholder proposal regarding special shareholder meetings

yes

against

s, w

Cullen/Frost Bankers, Inc

CFR

229899109

4/29/2010

Election of Directors

yes

for

i,w

Ratification of Auditors

yes

for

i,w

Diebold, Inc.

DBD

253651103

4/29/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Re-Approve the Annual Cash Bonus Plan

yes

for

i,w

NYSE Euronext

NYX

629491101

4/29/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Stockholder proposal to adopt simple majority in certificate and Bylaws

yes

for

s, na

Stockholder proposal regarding issuance of physical certificated shares

yes

for

s, a

AT&T

00206R102

4/30/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Stockholder proposal to adopt cumulative voting

yes

against

s, w

Stockholder proposal to exclude pension credit in calculating performance based comp.

yes

against

s, w

Stockholder request yearly shareholder vote on executive compensation

yes

against

s, w

Stockholder request small shareholders allowed to call meetings.

yes

against

s, w

Hubbell Incorporated

HUB.B

443510201

5/3/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Reapprove 2005 Incentive Award Plan with amendments

yes

against

i, a

AFLAC Incorporated

AFL

001055102

5/3/2010

Election of Directors

yes

for all

i,w

Approve executive performance pay policies, procedures currently in use

yes

against

i, a

Ratification of Auditors

yes

for

i,w

Public Storage

PSA

74460D109

5/6/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

United Parcel Service, Inc.

UPS

911312106

5/6/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Change voting standard so board may provide voting simple majority in uncontested director
elections

yes

for

i, w

Sunoco, Inc.

SUN

86764P109

5/6/2010

Election of Directors

yes

for all

i,w

Approval of Senior Executive Incentive Plan

yes

for

i, w

Approval of Long-Term performance enhancement Plan III

yes

for

i, w

Ratification of Auditors

yes

for

i,w

Avon Products, inc.

AVP

054303102

5/6/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Approval of 2010 Stock Incentive Plan

yes

against

i, a

Reynolds American Inc.

RAI

761713106

5/7/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Shareholder proposal to eliminate classified Board

yes

for

s,a

Shareholder proposal on retention of equity compensation

yes

against

s,w

Shareholder proposal on communicating truth

yes

against

s, w

Shareholder proposal on Human Rights protocols for Co. and suppliers

yes

against

s, w

Pitney Bowes, Inc.

PBI

724479100

5/10/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Amend Certificate of Incorporation to provide for annual election of Directors

yes

for

s, w

Stockholder proposal to remove supermajority voting requirement

yes

for

s, w

Waste Management, Inc.

94106L109

5/11/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Proposal to remove supermajority voting requirement

yes

for

i,w

Stockholder Proposal to disclose political contributions

yes

against

s, w

Stockholder Proposal to call special meetings

yes

against

s, w

3M Company

MMM

88579Y101

5/11/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Approve amended 2008 Long-Term Incentive Plan, options

yes

against

i, a

Stockholder Proposal to call special meetings

yes

against

s, w

Mattel, Inc.

MAT

577081102

5/12/2010

Election of Directors

yes

for

i,w

Approve 2010 Equity Long-Term compensation Plan

yes

against

i, a

Ratification of Auditors

yes

for

i,w

Mercury General Corporation

MCY

589400100

5/12/2010

Election of Directors

yes

for all

i,w

Re approve Terms of the Performance Criteria of 2005 Equity Participation Plan

yes

against

i, a

Leggett & Platt, Inc.

LEG

524660107

5/13/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Approval of Amendment restatement of flexible stock plan

yes

against

i, a

Shareholder proposal to add sexual orientation/gender identity to non-discrimination policy

yes

against

s, w

Norfolk Southern Corporation

NSC

655844108

5/13/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Approval to declassify board

yes

for

i, w

Approval of the Long-Term incentive plan

yes

against

i, a

Approval of Executive Management Incentive Plan

yes

for

i, w

Stockholder proposal concerning corporate political contributions

yes

against

s, w

Nucor Corporation

NUE

670346105

5/13/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Approve amendment eliminating classified board

yes

for

i, w

Approve 2010 Stock Option Award Plan

yes

against

i, a

Stockholder proposal regarding majority vote

yes

for

s, a

Stockholder proposal regarding report on political spending

yes

against

s, w

Ryder System, Inc.

783549108

5/14/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Re-approval of performance criteria from 2005 Equity Compensation Plan

yes

against

i, a

approval of amendment to increase Employee Stock Purchase Plan by 1 mil shares

yes

for

i, w

Kraft Foods Inc.

KFT

50075N104

5/18/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Shareholder proposal regarding shareholder action by written consent

yes

for

s, a

Northrop Grumman Corp.

NOC

666807102

5/19/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Proposal to allow special shareholder meetings and other special provisions

yes

for

i, w

Proposal relating to deletion of shareholder approvals for certain transactions

yes

for

i, w

Shareholder proposal to reincorporate in North Dakota

yes

against

s, w

Pharmaceutical Product Development, Inc.

PPDI

717124101

5/20/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Authorized to vote on matters which properly come before meeting

yes

for

i, w

Stanley Black & Decker, Inc.

SWK

854502101

5/20/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

RR Donnelley & Sons, Co.

RRD

257867101

5/20/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Stockholder proposal to purchase sustainable paper

yes

against

s, w

Stockholder proposal to limit change in control payments

yes

against

s, w

The Home Depot, Inc.

437076102

5/20/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Approve the terms and standards for Stock Incentive Plan

yes

against

i, a

Shareholder proposal regarding cumulative voting

yes

against

s, w

Shareholder proposal regarding executive compensation

yes

against

s, w

Shareholder proposal regarding special shareholder meetings

yes

against

s, w

Shareholder proposal regarding shareholder action by written consent

yes

against

s, w

Shareholder proposal regarding Independent Chairman of Board

yes

against

s, w

Shareholder proposal regarding Employment Diversity report

yes

against

s, w

Shareholder proposal regarding Reincorporation in North Dakota

yes

against

s, w

McDonald’s Corporation

MCD

580135101

5/20/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Shareholder proposal relating to shareholder vote on executive compensation

yes

against

s, w

Shareholder proposal to vote by simple majority

yes

against

s, w

Shareholder proposal relating to controlled atmosphere stunning

yes

against

s, w

Shareholder proposal relating to use of cage-free-eggs

yes

against

s, w

J.C. Penney Company, Inc.

JCP

708160106

5/21/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Interactive Data Corporation

IDC

45840J107

5/25/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Chevron Corporation

CVX

166764100

5/26/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Amend By-Laws to reduce percentage of shareholders required to call a Special Meeting

yes

against

i, a

Stockholder proposal to appoint an independent Director with Environmental Expertise

yes

against

s, w

Stockholder proposal requiring holding of equity based compensation through retirement

yes

against

s, w

Stockholder proposal disclosing payments to Host Governments

yes

against

s, w

Stockholder guidelines for country selection

yes

against

s, w

Stockholder proposal related to financial risks from climate change

yes

against

s, w

Stockholder proposal to set up a Human Rights Committee.

yes

against

s, w

Constellation Energy Group, Inc.

CEG

210371100

5/28/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Approval of amendment and restatement of 2007 long-term incentive plan

yes

against

i, a

Shareholder proposal for an Independent Chairman

yes

against

s, w

The Buckle, Inc.

BKE

118440106

6/4/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Approval of 2010 Management Incentive Plan

yes

for

i,w

Approval to amend 2005 Restricted Stock Plan

yes

for

i. w

Approval for Performance-based awards as per 2005 Restricted Stock Plan

yes

for

i. w

Caterpillar Inc.

CAT

149123101

6/9/2010

Election of Directors

yes

for all

i,w

Ratification of Auditors

yes

for

i,w

Amend 2006 Long Term Incentive Plan

yes

against

i,a

Amend Articles to Declassify Board

yes

for

i, w

Amend Articles to eliminate Supermajority vote requirements

yes

for

i, w

Stockholder proposal to have independent Chairman of Board

yes

against

s,w

Stockholder proposal to review global corporate standards

yes

against

s, w

Stockholder proposal regarding requirements for Special Stockholder Meetings

yes

against

s, w

Meridian Value Fund

(h), (i)

i= proposed by issuer

s=proposed by shareholder

w=vote cast with management

(a)

(b)

(c)

(d)

(e)

(f)

(g)

a=vote cast against management

Company Name

Ticker

CUSIP

Meeting Date

Description of matter voted on

Voted

Vote cast

na=vote cast- no mgmt recommendation

Cisco Systems, Inc.

CSCO

17275R102

11/12/2009

Election of Directors

yes

for all

i, w

Approve restatement of 2005 Stock Incentive Plan

yes

against

i, a

Approve restatement of Employee Stock Purchase Plan

yes

for

i, w

Ratify appointment of Independent Accounting Firm

yes

for

i, w

Shareholder proposal to establish board Committee on Human Rights

yes

against

s, w

Shareholder proposal to have advisory vote on compensation of executives in proxy statement.

yes

against

s, w

Shareholder proposal to publish report to avoid business practices which support Human Rights violations

yes

against

s, w

Broadridge Financial Solutions, Inc.

11133T103

11/18/2009

Election of Directors

yes

for all

i, w

Ratify appointment of Independent Accounting Firm

yes

for

i, w

Approval of Amendment to Company 2007 Omnibus Award Plan

yes

against

i, a

Willis Group Holdings Ltd

WSH

G96655108

12/11/2009

Approval to change the place of incorporation from Bermuda to Ireland

yes

for

i, w

Distributable Reserves as per Irish Law

yes

for

i, w

Costco Wholesale Croporation

COST

22160K105

1/28/2010

Election of Directors

yes

for all

i, w

Amendment of restated Stock Incentive Plan

yes

against

i, a

Ratify appointment of Independent Accounting Firm

yes

for

i, w

TD Ameritrade Holdings

AMTD

87236Y108

2/25/2010

Election of Directors

yes

for all

i, w

Approve ratification of independent Accountants

yes

for

i, w

Approval of amendment of Company’s Long-Term incentive plan, options

yes

against

i, a

Hologic, Inc

HOLX

436440101

3/3/2010

Election of Directors

yes

for all

i, w

Approve ratification of independent Accountants

yes

for

i, w

Adjournment of annual meeting

yes

for

i, w

Black & Decker Corp

BDK

09179700

3/12/2010

Approve merger

yes

for

i, w

Adjournment

yes

for

i, w

Covidien PLC

COV

G2554F105

3/16/2010

Receive Irish Statutory Accounts and Reports of Directors, Auditors

yes

for

i, w

Election of Directors

yes

for all

i, w

Appoint independent Auditors, authorize audit

yes

for

i, w

Authorize company to make market purchases of shares

yes

for

i, w

Authorize the reissue price range of Treasury Shares

yes

for

i, w

Franklin Resources, Inc

BEN

354613101

3/16/2010

Election of Directors

yes

for all

i, w

Appoint Independent Accountant

yes

for

i, w

Submit for stockholder approval section 162(m) internal revenue code

yes

for

i, w

Carnival Corporation

CCL

143658300

4/13/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors

yes

for

i, w

Approve auditors Fees

yes

for

i, w

To receive the UK accounts/reports from directors and auditors

yes

for

i, w

Election of Directors remuneration for year 2009, options

yes

against

i, a

Approve new allotment of shares issued

yes

for

i, w

Approve general authority for company to buy back shares in open market

yes

for

i, w

Consider a shareholder proposal

yes

against

s, w

Adobe Systems, Inc.

ADBE

00724F101

4/16/2010

Election of Directors

yes

for all

i, w

Approve amendment to 2003 Equity Incentive Plan

yes

against

i, a

Appoint independent auditors, 2010

yes

for

i, w

The Sherwin-Williams Company

SHW

824348106

4/20/2010

Election of Directors

yes

for all

i, w

Approve restatement of 2006 equity performance incentive, options

yes

against

i, a

Appoint independent auditors, 2010

yes

for

i, w

Shareholder proposal related to majority voting

yes

against

s, w

Northern Trust Corporation

NTRS

665859104

4/20/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Willis Group Holdings, PLC

WSH

G96666105

4/21/2010

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

Approve Willis Group Hold for Employee Stock Purchase Plan

yes

for

i, w

Newmont Mining Corporation

NEM

651639106

4/23/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Stockholder proposal regarding special meetings if properly introduced

yes

against

s, w

Stockholder proposal regarding majority voting in uncontested elections

yes

for

s, a

Wells Fargo & Company

WFC

949746101

4/27/2010

Election of Directors

yes

for all

i, w

Proposed non-binding advisory on company executive compensation

yes

for

i, w

Increase company authorized shares to 9 bil

yes

for

i, w

Appoint independent auditors, 2010

yes

for

i, w

Stockholder proposal for advisory vote on director and executive pay

yes

against

s, w

Stockholder proposal requiring independent chairman

yes

against

s, w

Stockholder proposal regarding report on charitable contributions

yes

against

s, w

Stockholder proposal regarding report on political contributions

yes

against

s, w

Lincoln Electric Holdings, Inc.

LECO

533900106

4/29/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Polaris Industries, Inc.

PII

731068102

4/29/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Ritchie Bros.

RBA

767744105

4/29/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Approval of reconfirmation of Shareholder Rights Plan dated 2/27/07

yes

for

i, w

Kinberly-Clark Corporation

KMB

494368103

4/29/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Stockholder proposal regarding Special Shareholder meetings

yes

against

s, w

Nalco Holding Company

NLC

62985Q101

4/30/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Baxter international, Inc.

BAX

071813109

5/4/1999

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Shareholder proposal that all votes be simple majority

yes

for

s.a

The Travelers Companies, Inc.

TRV

89417E109

5/4/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Host Hotels & Restors, in

AST

44107P104

5/6/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Union Pacific Corporation

UNP

907818108

5/6/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Shareholder proposal regarding Independent Chairman

yes

against

s, w

Shareholder proposal regarding supermajority voting

yes

for

s, a

Apache Corporation

APA

037411105

5/6/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Heartland Express, Inc.

HTLD

422347104

5/6/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Curtiss-Wright Corporation

231561101

5/7/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Proposal to approve amendment to 2005 Long-Term Incentive Plan, options

yes

against

i, a

LKQ Corporation

LKQX

501889208

5/10/2010

Election of Directors

yes

for all

i, w

Ratify appointment of independent auditors, 2010

yes

for

i, w

Cumins, Inc.

CMI

231021106

5/11/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Waste Management, Inc.

94106L109

5/11/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Proposal to eliminate the supermajority stockholder voting provisions

yes

for

i, w

Proposal to disclose political contributions

yes

against

s, w

Proposal relating to rights to call special Stockholders meetings

yes

against

s, w

Hawaiian Electric Industries

419870100

5/11/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Approve 2010 Equity Incentive Plan

yes

against

i, a

Mattel, Inc.

MAT

577081102

5/12/2010

Election of Directors

yes

for all

i,w

Approve 2010 Equity Long-Term compensation Plan

yes

against

i, a

Ratification of Auditors

yes

for

i,w

Forest Oil Corporation

FST

346091705

5/12/2010

Election of Directors

yes

for all

i, w

Proposal to approve amendment to stock incentive (options) plan to (1) add 4mil shares available to issue,
(2) restrict ability of company to reprice or exchange underwater options, and (3) prohibit payments in connection to a corporate change prior to such change

yes

against

i, a

Appoint independent auditors, 2010

yes

for

i, w

Biomarin Pharmaceutical, Inc.

BMRN

09061G101

5/12/2010

Election of Directors

yes

for all

i, w

Approve restatement of 2006 Share Incentive Plan, increasing Plan by 8mil shares

yes

against

i, a

Appoint independent auditors, 2010

yes

for

i, w

Kohl’s Corporation

KSS

500255104

5/13/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Approval of 2010 Long Term Compensation Plan

yes

against

i, a

Shareholder proposal to adopt simple majority voting

yes

for

s, a

Shareholder proposal requiring BOD Chairman to be independent

yes

against

s, w

Carter’s Inc.

CRI

146229109

5/13/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Gen-Probe Incorporated

GPRO

36866T103

5/13/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Ratify BOD election of new Board member

yes

for

i, w

Transocean, LTD

RIG

H8817H100

5/14/2010

Approval of 2009 Annual Report, Financial Statements

yes

for

i, w

Discharge of BOD and Executive officers from liabilities during 2009

yes

for

i, w

Appropriation of 2009 earnings to be carried forward

yes

for

i, w

Change country of incorporation to Switzerland

yes

for

i, w

Renewal of Company authorized share capital

yes

for

i, w

Distribution to Shareholders in reducing par value

yes

for

i, w

Amendments to Articles of Association to reflect Swiss law

yes

for

i, w

Election of Directors

yes

for

i, w

Appoint independent auditors, 2010

yes

for

i, w

Con-Way, Inc.

CNW

205944101

5/18/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

CVB Financial Corp

CVBF

126600105

5/18/2010

Election of Directors

yes

for all

i, w

Authorize increase in shares to 225 million

yes

against

i, a

Approve 2010 Executive Incentive Plan

yes

for

i, w

Ratify Independent Accountants for 2010

yes

for

i, w

JP Morgan Chase & Co

JPM

46625H100

5/18/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Advisory vote on executive compensation

yes

for

i, w

Shareholder proposal, corporate political non-partisanship

yes

against

s, w

Shareholder proposal, special Shareholder Meetings

yes

against

s, w

Shareholder proposal, collateral in OTC derivatives trades

yes

against

s, w

Shareholder proposal,shareholders to act by written consent

yes

against

s, w

Shareholder proposal, require independent chairman

yes

against

s, w

Shareholder proposal, prepare report on executive compensation policies

yes

against

s, w

Shareholder proposal requiring executives to hold 75% shares for 2 yrs after leaving company

yes

against

s, w

Nvidia Corporation

NVDA

67066G104

5/19/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Sealed Air Corporation

SEE

81211K100

5/19/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Stanley Balck & Decker, Inc.

SWK

854502101

5/20/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Echelon Corporation

ELON

27874N105

5/26/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Cameco Corporation

CCJ

11321L108

5/26/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Shareholder to accept approach to management compensation (including opitons) prior to annual meeting

yes

against

i, a

Citrix Systems, Inc.

CTXS

177376100

5/26/2010

Election of Directors

yes

for all

i, w

Amend 2005 Equity Incentives Plan

yes

against

i, a

Appoint independent auditors, 2010

yes

for

i, w

Molson Coors Brewing Co.

TAP

60871R209

6/2/2010

Election of Directors

yes

for all

i, w

Autodesk, Inc.

ADSK

052769106

6/10/2010

Election of Directors

yes

for all

i, w

Ratify independent auditors, 2010

yes

for

i, w

Approve executive incentive Plan

yes

for

i, w

Approve amendments to 2008 employee stock plan

yes

against

i, a

UTI Worldwide Inc.

UTIW

G87210103

6/14/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Power Integration, Inc.

POWI

739276103

6/18/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Steelcase, Inc.

SCS

858155203

6/24/2010

Election of Directors

yes

for all

i, w

Approval of Incentive Compensation Plan

yes

against

i, a

Meridian Growth Fund

(h), (i)

i= proposed by issuer

s=proposed by shareholder

w=vote cast with management

(a)

(b)

(c)

(d)

(e)

(f)

(g)

a=vote cast against management

Company Name

Ticker

CUSIP

Meeting Date

Description of matter voted on

Voted

Vote cast

na=vote cast- no mgmt recommendation

Airgas, Inc

ARG

009363102

8/18/2009

Election of Directors

yes

for all

i,w

Ratify Independent Accounting Firm

yes

for

i,w

Approve Amended and Restated 2006 Equity Incentive Plan

yes

against

i,a

Cooper Industries, Ltd

CBE

G24182100

8/31/2009

Approval of Scheme of Arrangement

yes

for

i, w

Approval of the reduction of Share Premiums to create distributable reserves

yes

for

i, w

International Game Technology

IGT

459902102

9/30/2009

Approve Stock Options program for employees

yes

against

i,a

Global Payments Inc.

GPN

37940x102

9/30/2009

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

Approve criteria for performance based awards from 2005 Incentive Plan

yes

for

i, w

RPM International, Inc.

RPM

749685103

10/8/2009

Election of Directors

yes

for all

i,w

Approve amendment to 2004 Equity and Incentives Plan

yes

against

i, a

Approve appointment of Independent Accountants

yes

for

i,w

Proposal to eliminate classification of Board of Directors

yes

for

s, a

Netapp, Inc

NTAP

64110D104

10/14/2009

Election of Directors

yes

for all

i, w

Approve Amendment 1999 Stock Options Plan, increasing number of shares available

yes

against

i, a

Amend Option Program of 1999 for non-employee Directors

yes

against

i, a

Approve increase of Employee Stock Purchase Plan by 6.7 million shares

yes

for

i, w

Approve Executive compensation package oversight and compensation cap

yes

for

i,w

Approve appointment of Independent Auditors for 2010

yes

for

i, w

Dionex Corporation

DNEX

254546104

10/26/2009

Election of Directors

yes

for all

i,w

Approve appointment of Independent Auditors for 2010

yes

for

i, w

Coach, Inc.

COH

189754104

11/5/2009

Election of Directors

yes

for all

i,w

Approve the criteria for Performance Stock Incentive Plan

yes

for

i,w

Vote on a Stockholder Proposal

yes

against

s, w

Solera Holdings, Inc

SLH

8342A104

11/11/2009

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

Micros Systems, Inc

MCRS

594901100

11/20/2009

Election of Directors

yes

for all

i, w

Approve the appointment of Independent Accountants

yes

for

i,w

Approve amendment to 1991 Stock Option Plan extending it to 12/31/2014

yes

against

i,a

Approve Company’s 1991 Stock Option Plan & issue additional 1.2 mil shares

yes

against

i, a

Cracker Barrel Old Country Store, Inc.

CBRL

22410J106

12/2/2009

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

Approve change to non-management Directors’ Equity Compensation

yes

against

i, a

Copart, Inc.

CPRT

217204106

12/3/2009

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

Willis Group Holdings Ltd

WSH

G96655108

12/11/2009

Approval to change the place of incorporation from Bermuda to Ireland

yes

for

i, w

Distributable Reserves as per Irish Law

yes

for

i, w

Family Dollar Stores, Inc.

FDO

307000109

1/21/2010

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

Nuance Communications, Inc.

NUAN

67020Y100

1/29/2010

Election of Directors

yes

for all

i, w

Approve an amendment to Stock Plan of 2000

yes

against

i, a

Approve amendment to 1995 Employee Stock Purchase Plan

yes

for

i,w

Approve appointment of Independent Accountants for 2010

yes

for

i, w

GAFISA S. A

GFA

362607301

2/10/2010

Approval to increase Company’s Authorized Capital to 300 mil shares

yes

for

i,w

Approve the stock split 1:2 so as to keep the capital unaltered

yes

for

i, w

Amend the company Bylaws to reflect increase in capital if approved above

yes

for

i,w

The Valspar Corporation

VAL

920355104

2/18/2010

Election of Directors

yes

for all

i, w

Approve an increase in shares reserved for Options, 2009 Equity Plan

yes

against

i, a

Approve appointment of Independent Accountants

yes

for

i, w

International Game Technology

IGT

459902102

3/2/2010

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

T. Rowe Price Group

TROW

74144T108

4/14/2010

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

Adobe Systems, Inc.

ADBE

00724F101

4/16/2010

Election of Directors

yes

for all

i, w

Approve amendment to 2003 Equity Incentive Plan

yes

against

i, a

Appoint independent auditors, 2010

yes

for

i, w

Willis Group Holdings, PLC

WSH

G96666105

4/21/2010

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

Approve Willis Group Hold for Employee Stock Purchase Plan

yes

for

i, w

Bank of Hawaii Corporation

BOH

062540109

4/23/2010

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

Rollins, Inc.

ROL

775711104

4/27/2010

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

Noble Energy, Inc.

NBL

655044105

4/27/2010

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

Teradata Corporation

TDC

88076W103

4/27/2010

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

Cooper Industries, PLC

CBE

G24140108

4/27/2010

Election of Directors

yes

for all

i, w

Consider Company’s Irish Statutory Accounts, reports from Directors/Auditors

yes

for

i, w

Approve appointment of Independent Auditors

yes

for

i, w

Authorize subsidiary to make market purchases of Company shares

yes

for

i, w

Authorize reissue price range for Treasury Shares

yes

for

i, w

Digital Realty Trust, Inc

DLR

253868103

4/27/2010

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

Gafisa S.A.

GFA

362607301

4/27/2010

Election of Directors

yes

for all

i, w

Receive and approve Accounts/Financial Statements presented by Officers

yes

for

i, w

Decide on destination of Net Profits of Fiscal Yr. 2008

yes

for

i, w

Elect members of Board of Directors for next office term

yes

for

i, w

Amend Article 5 of Company Bylaws to reflect Board approved capital increase

yes

for

i, w

Amend and restate Company By Laws

yes

for

i, w

Authorize Fiduciary Assignment over Real Estate properties financed by 7th issuance

yes

for

i, w

Brown & Brown, Inc.

BRO

115236101

4/28/2010

Election of Directors

yes

for all

i, w

Approve Stock incentive Plan of 2010, Options

yes

against

i, a

Approve appointment of Independent Accountants

yes

for

i, w

J.B. Hunt Transport Services, Inc.

JBHT

445658107

4/28/2010

Election of Directors

yes

for all

i, w

Approve appointment of Independent Accountants

yes

for

i, w

Ritchie Bros.

RBA

767744105

4/29/2010

Election of Directors

yes

for all

i, w

Appoint Independent Auditors, 2010

yes

for

i, w

Approval of Shareholder Rights Plan from 2/27/07

yes

for

i, w

The Dun & Bradstreet Corporation

DNB

26483E100

5/4/2010

Election of Directors

yes

for

i, w

Appoint Independent Auditors, 2010

yes

for

i, w

Shareholder proposal to vote issues to Simple Majority

yes

for

s,w

Expeditors Int’l of Washington, Inc.

EXPD

302130109

5/5/2010

Election of Directors

yes

for all

i, w

Approve and ratify 2010 Option Plan

yes

for

i, w

Appoint Independent Auditors, 2010

yes

for

i, w

IDEXX Laboratories, Inc.

IDXX

45168D104

5/5/2010

Election of Directors

yes

for all

i, w

Appoint Independent Auditors, 2010

yes

for

i, w

Waste Connections, Inc.

WCNX

941053100

5/7/2010

Election of Directors

yes

for all

i, w

Approve restated 2004 Equity Incentive Plan

yes

against

i, a

Appoint Independent Auditors, 2010

yes

for

i, w

FMC Technologies, Inc.

FTI

30249U101

5/7/2010

Election of Directors

yes

for all

i, w

Appoint Independent Auditors, 2010

yes

for

i, w

Vote on Majority Voting

yes

for

i, a

Lumber Liquidators Holdings, Inc.

55003T107

5/7/2010

Election of Directors

yes

for all

i, w

Appoint Independent Auditors, 2010

yes

for

i, w

Dentsply International

XRAY

249030107

5/11/2010

Election of Directors

yes

for all

i, w

Appoint Independent Auditors, 2010

yes

for

i, w

Approve 2010 Equity Incentive Plan

yes

against

i, a

Mattel, Inc.

MAT

577081102

5/12/2010

Election of Directors

yes

for all

i,w

Approve 2010 Equity Long-Term compensation Plan

yes

against

i, a

Ratification of Auditors

yes

for

i,w

American Tower Corporation

AMT

029912201

5/12/2010

Election of Directors

yes

for all

i, w

Appoint Independent Auditors, 2010

yes

for

i, w

Edwards Lifesciences Corporation

28176E108

5/13/2010

Election of Directors

yes

for all

i, w

Approval of Long Term Stock Incentive Compensation program

yes

against

i, a

Approval of restatement of nonemployee Director stock Incentive Program

yes

against

i, a

Approval of 2010 Edwards Incentive Plan

yes

against

i, a

Appoint Independent Auditors, 2010

yes

for

i, w

CVB Financial Corp

CVBF

126600105

5/18/2010

Election of Directors

yes

for all

i, w

Authorize increase in shares to 225 million

yes

against

i, a

Approve 2010 Executive Incentive Plan

yes

for

i, w

Ratify Independent Accountants for 2010

yes

for

i, w

Trimble Navigation Limited

TRMB

896239100

5/19/2010

Election of Directors

yes

for all

i, w

Ratify Independent Auditors for 2010

yes

for

i, w

To transact such business which may properly come before meeting

yes

for

i, w

Royal Caribbean Cruises Ltd.

RCL

V7780T103

5/20/2010

Election of Directors

yes

for all

i, w

Approve additional 6 mil shares for issuance as per 2008 Equity Incentive plan

yes

against

i, a

Ratify Independent Accountants for 2010

yes

for

i, w

Shareholder proposal, require employees to hold portions of stock after departure

yes

against

s, w

Continental Resources, Inc.

CLR

212015101

5/25/2010

Election of Directors

yes

for all

i, w

Ratify Independent Accountants for 2010

yes

for

i, w

Citrix Systems, Inc.

CTXS

177376100

5/26/2010

Election of Directors

yes

for all

i, w

Amend 2005 Equity Incentives Plan

yes

against

i, a

Appoint independent auditors, 2010

yes

for

i, w

Cameco Corporation

CCJ

11321L108

5/26/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Shareholders to accept approach to Management compensation as disclosed and delivered in advance of annual meeting

yes

against

i, a

Cerner Corporation

CERN

156782104

5/28/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Re-Approval of amended and restated performance-based Compensation Plan

yes

against

i, a

Advent Software, Inc.

ADVS

007974108

6/2/2010

Election of Directors

yes

for all

i, w

Appoint independent auditors, 2010

yes

for

i, w

Approve restatement of 2002 Stock Plan with reserves of 1.5 mil shares

yes

against

i, a

Approve amendment to allow for majority voting in uncontested Director elections

yes

for

i, w

Approve amendment to allow stockholder action only at Annual or Special meetings and remove action by written consent.

yes

for

i, w

Watsco, Inc

WSO

942622200

6/4/2010

Election of Directors

yes

for all

i, w

Affiliated Managers Group, Inc.

AMG

008252108

6/8/2010

Election of Directors

yes

for all

i, w

Approve the Long-Term Executive Incentive Plan

yes

for

i, w

Appoint independent auditors, 2010

yes

for

i, w

Autodesk, Inc.

ADSK

052769106

6/10/2010

Election of Directors

yes

for all

i, w

Ratify independent auditors, 2010

yes

for

i, w

Approve executive incentive plan

yes

for

i, w

Approve amendments to 2008 employee stock plan

yes

against

i, a

Core Laboratories N.V.

CLB

N22717107

6/10/2010

Election of Directors

yes

for all

i, w

Confirm Dutch Statutory Annual Accounts in English for FY ended 12/31/09

yes

for

i, w

Approve cancellation of repurchased shares to date

yes

for

i, w

Approve extension of authority to repurchase up to 25.6% of share capital until 12/31/11

yes

for

i. w

Approve the extension of authority to issue shares/grant rights for common and preference shares

yes

against

i, a

Approve extension of authority to limit or exclude preemptive rights of shareholders

yes

against

i, a

Approve amendments to make revisions to
a) reduce Par Value from 0.04EUR to 0.02 EUR,
b) make voluntary revisions related to management and supervisory board

yes

for

i, w

Approve a two-for-one stock split

yes

for

i. w

Ratify independent auditors, 2010

yes

for

i, w

Petsmart, Inc.

PETM

716768106

6/16/2010

Election of Directors

yes

for all

i, w

Ratify independent auditors, 2010

yes

for

i, w

Amend short-term incentive plan

yes

for

i,w

Balckbaud, Inc.

BLKB

09227Q100

6/23/2010

Election of Directors

yes

for all

i, w

Ratify independent auditors, 2010

yes

for

i, w

Carmax, inc.

KMX

143130102

6/28/2010

Election of Directors

yes

for all

i, w

Ratify independent auditors, 2010

yes

for

i, w

Bed Bath & Beyond, Inc.

BBBY

075896100

6/29/2010

Election of Directors

yes

for all

i, w

Ratify independent auditors, 2010

yes

for

i, w