N-PX 1 frontegra_npx.htm ANNUAL REPORT OF PROXY VOTING Annual Report of Proxy Voting

 
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 811-07685


Frontegra Funds, Inc.
(Exact name of registrant as specified in charter)


400 Skokie Blvd.
Suite 500
Northbrook, Illinois 60062
(Address of principal executive offices) (Zip code)


William D. Forsyth III
400 Skokie Blvd., Suite 500
Northbrook, Illinois 60062
(Name and address of agent for service)


Registrant's telephone number, including area code: (847) 509-9860


Date of fiscal year end: June 30


Date of reporting period: July 1, 2005 - June 30, 2006
 

 
Item 1. Proxy Voting Record.

Name of Fund:
Frontegra Total Return Bond Fund
       
Period:
7/1/05 - 6/30/06
         
             
Company Name
Meeting Date
Principal Amount Voted
 
CUSIP
   
             
Adelphia Communications
5/01/06
2,835,000
 
006848BD6
   
Adelphia Communications
5/01/06
290,000
 
006848AU9
   
Adelphia Communications
5/01/06
665,000
 
006848AP0
   
             
Vote Cast
Management Vote
Proposal
   
Proposed by Issuer or Security Holder
             
AGAINST
AGAINST
POTENTIAL ARAHOVA SETTLEMENT
   
ISSUER
 
AGAINST
AGAINST
POTENTIAL FRONTIERVISION HOLDCO SETTLEMENT
   
ISSUER
 
AGAINST
AGAINST
POTENTIAL OLYMPUS PARENT SETTLEMENT
   
ISSUER
 
FOR
FOR
INTER-CREDITOR DISPUTE HOLDBACK
   
ISSUER
 
 

 
 
Name of Fund:
Frontegra Investment Grade Bond Fund
   
Period:
7/1/05 - 6/30/06
     
         
The Registrant did not hold any voting securities and accordingly did not vote any proxies during the reporting period.
 
 


 
Name of Fund: Frontegra IronBridge Small Cap Fund
Period: 7/1/05 - 6/30/06
 
Mtg
Company/
 
Mgmt
Vote
Record
 
Shares
Date/Type
Ballot Issues
Security
Rec
Cast
Date
Prpnent
Voted
 
07/19/05 - A
LifeCell Corp. *LIFC* 
531927101
06/10/05
316,250
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
07/19/05 - A
THQ Inc. *THQI* 
872443403
05/27/05
26,178
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
07/20/05 - A
KEMET Corporation *KEM* 
488360108
06/07/05
475,771
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
07/27/05 - A
Avid Technology, Inc. *AVID* 
05367P100
06/07/05
31,645
 
1
Increase Authorized Common Stock
For
For
 
Mgmt
 
2
Elect Directors
For
For
 
Mgmt
 
3
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
4
Ratify Auditors
For
For
 
Mgmt
 
5
Adjourn Meeting
For
Against
 
Mgmt
 
 
07/28/05 - A
American Superconductor Corp. *AMSC* 
030111108
06/08/05
343,826
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Directors Gregory J. Yurek --- For
       
 
1.2
Elect Directors Albert J. Baciocco, Jr. --- For
       
 
1.3
Elect Directors Vikram S. Budhraja --- For
       
 
1.4
Elect Directors Peter O. Crisp --- For
       
 
1.5
Elect Directors Richard Drouin --- For
       
 
1.6
Elect Directors Andrew G.C. Sage, Ii --- For
       
 
1.7
Elect Directors John B. Vander Sande --- Withhold
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
08/04/05 - A
DRS Technologies, Inc. *DRS* 
23330X100
06/23/05
29,790
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
09/09/05 - A
ViaSat, Inc. *VSAT* 
92552V100
07/18/05
109,500
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
10/10/05 - A
Oxford Industries, Inc. *OXM* 
691497309
08/22/05
74,940
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Cecil D. Conlee --- For
       
 
1.2
Elect Director J. Reese Lanier, Sr. --- For
       
 
1.3
Elect Director Robert E. Shaw --- Withhold
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
10/18/05 - A
Synaptics, Inc. *SYNA* 
87157D109
09/01/05
80,136
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
10/18/05 - A
Texas Industries, Inc. *TXI* 
882491103
08/22/05
31,921
 
1
Elect Directors
For
For
 
Mgmt
 
 
10/26/05 - A
Digene Corp. *DIGE* 
253752109
09/08/05
49,440
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Non-Employee Director Omnibus Stock Plan
For
For
 
Mgmt
 
3
Amend Directors' Plan to Extend the Termination Date
For
For
 
Mgmt
 
4
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
10/27/05 - A
Techne Corp. *TECH* 
878377100
09/16/05
53,830
 
1
Fix Number of Directors
For
For
 
Mgmt
 
2
Elect Directors
For
For
 
Mgmt
 
 
10/28/05 - A
Perrigo Co. *PRGO* 
714290103
09/02/05
158,842
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
11/10/05 - A
Aeroflex, Inc. *ARXX* 
007768104
09/30/05
334,299
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Non-Employee Director Stock Option Plan
For
For
 
Mgmt
 
 
11/11/05 - A
OSI Systems, Inc. *OSIS* 
671044105
09/26/05
104,176
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
11/14/05 - S
Mercury Computer Systems, Inc. *MRCY* 
589378108
09/23/05
163,185
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
11/15/05 - A
Respironics, Inc. *RESP* 
761230101
10/03/05
91,894
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
11/17/05 - A
CACI International, Inc. *CAI* 
127190304
09/26/05
29,600
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Herbert W. Anderson --- For
       
 
1.2
Elect Director Michael J. Bayer --- For
       
 
1.3
Elect Director Peter A. Derow --- For
       
 
1.4
Elect Director Richard L. Leatherwood --- For
       
 
1.5
Elect Director J. Phillip London --- For
       
 
1.6
Elect Director Barbara A. McNamara --- For
       
 
1.7
Elect Director Arthur L. Money --- Withhold
       
 
1.8
Elect Director Warren R. Phillips --- For
       
 
1.9
Elect Director Charles P. Revoile --- For
       
 
1.10
Elect Director Larry D. Welch --- For
       
 
 
11/17/05 - A
JLG Industries, Inc. *JLG* 
466210101
09/30/05
107,517
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
3
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
11/18/05 - A
Micros Systems, Inc. *MCRS* 
594901100
10/05/05
24,170
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Stock Option Plan
For
For
 
Mgmt
 
 
11/22/05 - A
Openwave Systems, Inc. *OPWV* 
683718308
10/14/05
107,175
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
12/21/05 - S
Knight Transportation, Inc. *KNX* 
499064103
11/25/05
158,490
 
1
Amend Executive Incentive Bonus Plan
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
01/27/06 - A
Analogic Corp. *ALOG* 
032657207
12/10/05
59,109
 
1
Elect Directors
For
For
 
Mgmt
 
2
Declassify the Board of Directors
Against
For
 
ShrHoldr
 
 
The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote.
 
 
 
 
01/26/06 - A
Commercial Metals Co. *CMC* 
201723103
11/28/05
90,995
 
1
Elect Directors
For
For
 
Mgmt
 
2
Increase Authorized Common Stock
For
For
 
Mgmt
 
 
The requested increase of 100,000,000 shares is below the allowable threshold of 150,000,000 shares.
 
 
 
3
Eliminate/Adjust Par Value of Common Stock
For
For
 
Mgmt
 
 
Adjusting par value is a routine financing decision that warrants shareholder support.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
02/21/06 - A
Cubic Corp. *CUB* 
229669106
01/10/06
55,139
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
Against
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 15.01 percent is above the allowable cap for this company of 9.96 percent. Additionally, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan.
 
 
 
3
Authorize New Class of Preferred Stock
For
Against
 
Mgmt
 
 
In this case, management has not specifically stated that the shares may not be used for antitakeover purposes. When a company fails to provide a specific financing purpose for the shares, the possibility that they will be used for management entrenchment purposes outweighs any potential benefits that they would bring.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
02/28/06 - A
Headwaters Incorporated *HW* 
42210P102
01/11/06
85,990
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
02/10/06 - A
JAMDAT MOBILE INC 
47023T100
01/09/06
23,132
 
1
Approve Merger Agreement
For
For
 
Mgmt
 
 
Based on our review of the terms of the transaction and the factors described above, in particular the reasonable premium and the thorough review of potential alternatives, we believe that the merger agreement warrants shareholder support.
 
 
 
2
Adjourn Meeting
For
For
 
Mgmt
 
 
Given the narrow scope of this proposal, and our support for this transaction, we recommend that shareholders support this proposal.
 
 
 
 
02/16/06 - A
Mapinfo Corp. *MAPS* 
565105103
12/20/05
114,145
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Mark P. Cattini --- For
       
 
 
We recommend a vote FOR the directors with the exception of independent outsider Robert P. Schechter. We recommend that shareholders WITHHOLD votes from Robert P. Schechter for sitting on more than three boards.
 
 
 
1.2
Elect Director John C. Cavalier --- For
       
 
1.3
Elect Director Joni Kahn --- For
       
 
1.4
Elect Director Thomas L. Massie --- For
       
 
1.5
Elect Director Simon J. Orebi Gann --- For
       
 
1.6
Elect Director Robert P. Schechter --- Withhold
       
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 8.72 percent is within the allowable cap for this company of 20.15 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Amend Non-Employee Director Stock Option Plan
For
For
 
Mgmt
 
 
                                                    VI. Vote Recommendation        The total cost of the company's plans of 7.69 percent is within the allowable cap for this company of 20.15 percent.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
03/16/06 - A
Rofin-Sinar Technologies, Inc. *RSTI* 
775043102
01/20/06
88,238
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
01/11/06 - S
Secure Computing Corp. *SCUR* 
813705100
11/21/05
26,000
 
1
Issue Shares in Connection with an Acquisition
For
For
 
Mgmt
 
 
Management and the board of directors viewed the following reasons as deciding before approving the merger transaction:        1. The importance of market position, scale and financial resources relative to Secure Computing's ability to compete effectively in the IT security technology market;        2. The belief that combining with CyberGuard will enhance product and revenue diversification; and        3. The fairness opinion rendered by Citigroup.        Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support.
 
 
 
2
Approve Issuance of Shares for a Private Placement
For
For
 
Mgmt
 
 
The benefits of the proposed transaction outweigh the aforementioned concerns. However, shareholders will need to weigh up the risks when assessing whether or not to support this transaction. On balance, we do not believe that our concerns are sufficient for us to recommend a vote against this resolution. In continuing with our support of the proposed merger agreement, we believe shareholder approval is warranted.        As noted in the company's proxy, one of the items to be voted on at the upcoming Secure Computing meeting is the approval of the issuance to Warburg Pincus Private Equity IX, L.P. of $70 million in preferred stock and warrants, the proceeds of which will be used to fund the proposed merger pursuant to which Secure Computing will acquire Cyberguard. Following the equity issuance to Warburg and the completion of the merger, it is expected that Warburg will own approximately 10.5% of Secure Computing (on an as converted basis). In addition, following the completion of the equity issuance, Warburg will have the right to appoint a director to the Secure Computing board. Please see the note at the end of this analysis regarding Warburg Pincus' ownership interest in ISS. Warburg Pincus played no role in the preparation of this analysis or ISS' vote recommendation on this matter.
 
 
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 11.07 percent is within the allowable cap for this company of 20.13 percent. Additionally, this plan expressly forbids repricing.
 
 
 
4
Adjourn Meeting
For
For
 
Mgmt
 
 
Given our support for the merger agreement (Item 1), we recommend a vote in favor of this narrowly-crafted proposal as well.
 
 
 
 
02/02/06 - A
Varian Inc *VARI* 
922206107
12/12/05
56,574
 
1
Elect Directors
For
For
 
Mgmt
 
 
02/09/06 - A
Varian Semiconductor Equipment Associates, Inc. *VSEA* 
922207105
12/12/05
87,146
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
3
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
4
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation.
 
 
 
5
Ratify Auditors
For
For
 
Mgmt
 
 
06/22/06 - A
A.G. Edwards, Inc. *AGE* 
281760108
05/01/06
88,524
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
06/15/06 - A
Affymetrix Inc. *AFFX* 
00826T108
04/20/06
67,798
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Stephen P.A. Fodor, Ph.D. --- For
       
 
 
We recommend a vote FOR the directors with the exception of affiliated outsiders David B. Singer and John D. Diekman, Ph.D., and independent outsider Susan D. Desmond-Hellmann, M.D., M.P.H. We recommend that shareholders WITHHOLD votes from David B. Singer for standing as an affiliated outsider on the Audit Committee. We also recommend that shareholders WITHHOLD votes from John D. Diekman, Ph.D. for standing as an affiliated outsider on the Audit and Nominating committees. Lastly, we recommend that shareholders WITHHOLD votes from Susan D. Desmond-Hellmann, M.D., M.P.H. for poor attendance.
 
 
 
1.2
Elect Director Paul Berg, Ph.D. --- For
       
 
1.3
Elect Director Susan D. Desmond-Hellmann, M.D. --- Withhold
       
 
1.4
Elect Director John D. Diekman, Ph.D. --- Withhold
       
 
1.5
Elect Director Vernon R. Loucks, Jr. --- For
       
 
1.6
Elect Director David B. Singer --- Withhold
       
 
1.7
Elect Director Robert H. Trice, Ph.D. --- For
       
 
1.8
Elect Director John A. Young --- For
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/03/06 - A
AGL Resources Inc. *ATG* 
001204106
02/24/06
88,022
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Non-Employee Director Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 7.04 percent is above the allowable cap for this company of 5.28 percent.         In 2005, ISS implemented a modified policy in evaluating director equity plans. ISS considers the costs of equity plans including director plans and employee-based compensation plans in the binomial compensation model. If the total costs of the combined equity plans exceed the allowable cap, ISS will review the qualitative features of director compensation, taking into account (1) director stock ownership guidelines (2) vesting schedule (3) mix between cash and equity (4) retirement/benefit and perquisites programs (5) quality of disclosure.         In this case, the combined costs of the proposed director plan and the remaining equity plans available for grants exceed the allowable cap of 5.28 percent. In reviewing the qualitative features of director compensation of the company; (1) the company has adopted director stock ownership guidelines that require ownership by directors to be at least equal to five times the annual cash retainer (currently $300,000), (2) the stock grants under the proposed director plan would have a five-year holding period; unless termination of service or a change in control occurs earlier, (3) the company's mix between cash and equity is approximately 60 percent and 40 percent, respectively, under the old plan. The mix under the new plan appears to be 30 percent cash and 70 percent stock, (4) there are no retirement/benefit and perquisites programs, and (5) the 2006 annual proxy provides a tabular disclosure regarding director compensation. Although the proposed plan fails the cost-based analysis, it meets all of the aforementioned qualitative features. As such, we recommend a vote FOR the plan.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/09/06 - A
Agrium Inc. *AGU.* 
008916108
03/14/06
111,691
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify KPMG LLP as Auditors
For
For
 
Mgmt
 
 
04/27/06 - A
Alexander & Baldwin, Inc. *ALEX* 
014482103
02/17/06
56,852
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/04/06 - A
American Medical Systems Holdings, Inc. *AMMD* 
02744M108
03/22/06
186,141
 
1
Elect Directors
For
For
 
Mgmt
 
2
Reduce Authorized Common and Preferred Stock
For
For
 
Mgmt
 
 
We believe this proposal is in shareholders' best interests as it would simplify the company's capital structure and eliminate the company's ability to issue preferred stock.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/04/06 - A
AmerUs Group Co. *AMH* 
03072M108
03/08/06
50,137
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 7.68 percent is within the allowable cap for this company of 7.77 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
06/28/06 - A
Apogee Enterprises, Inc. *APOG* 
037598109
05/04/06
176,021
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 11.49 percent is within the allowable cap for this company of 11.64 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/10/06 - A
Aquantive, Inc. *AQNT* 
03839G105
03/13/06
87,362
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/27/06 - A
Astec Industries, Inc. *ASTE* 
046224101
02/17/06
80,820
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 8.44 percent is within the allowable cap for this company of 11.24 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Other Business
For
Against
 
Mgmt
 
 
As we cannot know the content of these issues, we do not recommend that shareholders approve this request.
 
 
 
 
05/11/06 - A
Avista Corporation *AVA* 
05379B107
03/10/06
212,798
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Reorganization Plan
For
For
 
Mgmt
 
 
Note that shareholders have dissenters' rights, which would permit them to seek fair value for their shares in a court proceeding. In our opinion, shareholders should provide management with the flexibility that a holding company may offer in order to enhance its ability to increase shareholder returns.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/25/06 - A
BJ Wholesale Club, Inc *BJ* 
05548J106
04/10/06
135,913
 
1
Elect Directors
For
For
 
Mgmt
 
2
Require a Majority Vote for the Election of Directors
Against
For
 
ShrHoldr
 
 
ISS Analysis and Vote Recommendation        ISS believes that proposals seeking majority vote requirements in boardroom elections generally warrant support. Director accountability is the hallmark of good governance. The board election process must ensure that shareholders' expressions of dissatisfaction with the performance of directors have meaningful consequences. A majority vote standard transforms the director election process from a symbolic gesture to a meaningful voice for shareholders.         ISS views the current debate over the director election system in the U.S. as useful and timely and believes a variety of reform measures should be considered. On balance, we support adoption of the majority vote principle for electing directors but we believe that boards should have some latitude in designing a workable standard at this stage in the debate. If this proposal were presented as a binding agenda item, we would carefully consider the ramifications of implementation at the company. Moreover, if a company were to receive majority shareholder support on this proposal, we would look to the board to present a meaningful response to shareholders by creating a workable model for its own election system that is practical yet provides real accountability for shareholders. In response to this debate, several companies like Intel and Dell have adopted standards that give shareholders greater input in the process of director election, providing for a legal standard that keeps a newly appointed director off the board and requiring resignation in case of incumbent directors. Also, numerous companies have, as an alternative, adopted plurality system based director resignation policies.         In a December 2005 document entitled "Majority Elections: Questions and Answers on ISS 2006 Voting Policy", ISS noted that many companies have adopted director resignation policies which are intended to mitigate shareholder concerns about plurality voting standards. However, these resignation policies leave the power in the hands of the board to make a determination on the status of the director who fails to win shareholders' support. ISS' policy provides that three factors be considered when evaluating a majority voting proposal: (1) what measures the company has taken to address the director election issue; (2) why such measures provide a meaningful alternative to the majority voting standard (the burden of proof is on the board to articulate to shareholders why the alternative to a full majority-voting standard is the best structure at this time for boosting directors' accountability to shareholders); and (3) the company's governance features and history of accountability to shareholders. Note that the specific factors cited above are meant as a starting-point for formulating a policy on this issue. These elements are meant to provide boards with some broad guidance as to the 'bare minimum requirements' that directors must meet in order for ISS to even consider whether their proposed 'alternative' is equal to or better than a majority voting proposal.        The board believes that there are many impediments and complexities attached to the majority vote standard. Nevertheless, to date, ISS notes that many companies have adopted a majority voting standard.        With regard to BJ's Wholesale Club's governance features and accountability to shareholders, we note that BJ's Wholesale Club does have certain negative governance provisions. For example, under the company's certificate of incorporation, a supermajority vote of shareholders is required to amend certain provisions of the charter or bylaws, shareholders may not act by written consent, shareholders may not call special meetings, the board may amend the bylaws without shareholder approval, and the company has a classified board.        ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/24/06 - A
Black Hills Corp. *BKH* 
092113109
04/05/06
88,232
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/25/06 - A
BOK Financial Corp. *BOKF* 
05561Q201
03/01/06
59,813
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Gregory S. Allen --- For
       
 
 
We recommend a vote FOR the directors with the exception of insiders Stanley A. Lybarger, George B. Kaiser, V. Burns Hargis, Robert G. Greer, and C. Fred Ball, Jr., affiliated outsiders Chester Cadieux, III and E. Carey Joullian, IV, and independent outsider Paula Marshall-Chapman. We recommend that shareholders WITHHOLD votes from Paula Marshall-Chapman for poor attendance. We also recommend that shareholders WITHHOLD votes from E. Carey Joullian, IV and Chester Cadieux, III for standing as affiliated outsiders on the Audit Committee and for failure to establish an independent nominating committee. Lastly, we recommend that shareholders WITHHOLD votes from Stanley A. Lybarger, George B. Kaiser, V. Burns Hargis, Robert G. Greer and C. Fred Ball, Jr. for failure to establish an independent nominating committee.
 
 
 
1.2
Elect Director C. Fred Ball, Jr. --- Withhold
       
 
1.3
Elect Director Sharon J. Bell --- For
       
 
1.4
Elect Director Peter C. Boylan, III --- For
       
 
1.5
Elect Director Chester Cadieux, III --- Withhold
       
 
1.6
Elect Director Paula Marshall-Chapman --- Withhold
       
 
1.7
Elect Director William E. Durrett --- For
       
 
1.8
Elect Director Robert G. Greer --- Withhold
       
 
1.9
Elect Director David F. Griffin --- For
       
 
1.10
Elect Director V. Burns Hargis --- Withhold
       
 
1.11
Elect Director E. Carey Joullian, IV --- Withhold
       
 
1.12
Elect Director George B. Kaiser --- Withhold
       
 
1.13
Elect Director Judith Z. Kishner --- For
       
 
1.14
Elect Director Thomas L. Kivisto --- For
       
 
1.15
Elect Director David L. Kyle --- For
       
 
1.16
Elect Director Robert J. LaFortune --- For
       
 
1.17
Elect Director Stanley A. Lybarger --- Withhold
       
 
1.18
Elect Director Steven J. Malcolm --- For
       
 
2
Amend Stock Option Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 5.27 percent is within the allowable cap for this company of 7.60 percent.
 
 
 
 
05/04/06 - A
Cabot Oil & Gas Corp. *COG* 
127097103
03/22/06
88,689
 
1
Elect Directors
For
For
 
Mgmt
 
2
Increase Authorized Common Stock
For
For
 
Mgmt
 
 
The requested increase of 40,000,000 shares, is below the allowable threshold of 80,000,000 shares. We recommend a vote FOR Item 2.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
4
Other Business
For
Against
 
Mgmt
 
 
As we cannot know the content of these issues, we do not recommend that shareholders approve this request.
 
 
 
 
06/14/06 - A
California Pizza Kitchen, Inc. *CPKI* 
13054D109
04/26/06
129,029
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Director and Officer Indemnification/Liability Provisions
For
For
 
Mgmt
 
 
ISS believes that the proposed liability protection of holding officers and directors to a duty of loyalty standard or requiring that they act in good faith is an effective compromise. In addition, courts have made it clear that grossly negligent actions by corporate servants will be condemned regardless of these shield statutes. These provisions have no effect on shareholders' ability to seek injunctive relief, which, if granted by the courts, would require management to refrain from proposed transactions. We believe that, in the long run, approval of the proposed indemnification is in shareholders' best interests.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
06/06/06 - A
Callaway Golf Co. *ELY* 
131193104
04/07/06
274,007
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Non-Employee Director Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 7.61 percent is within the allowable cap for this company of 10.48 percent. Additionally, this plan expressly forbids repricing.         The company's three year average burn rate of 4.49 percent is higher than its four-digit GICS peer group of 3.26 percent. Therefore, the company has failed ISS's three-year average burn rate policy. However, ISS' burn rate policy does not apply with respect to non-employee director plan proposals.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
04/17/06 - A
Cathay General Bancorp *CATY* 
149150104
03/01/06
119,178
 
1
Elect Directors
For
For
 
Mgmt
 
 
04/27/06 - A
Cepheid *CPHD* 
15670R107
03/14/06
223,390
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 13.22 percent is within the allowable cap for this company of 18.13 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/26/06 - A
Cerner Corp. *CERN* 
156782104
03/31/06
92,164
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
 
06/22/06 - A
Charming Shoppes, Inc. *CHRS* 
161133103
05/03/06
208,962
 
1
Elect Directors
For
For
 
Mgmt
 
 
05/09/06 - A
Cohu, Inc. *COHU* 
192576106
03/14/06
134,430
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 12.34 percent is within the allowable cap for this company of 19.97 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
04/25/06 - A
Commercial Capital Bancorp, Inc. *CCBI* 
20162L105
03/10/06
215,569
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/16/06 - A
Community Bank System, Inc. *CBU* 
203607106
03/30/06
125,544
 
1
Elect Directors
For
For
 
Mgmt
 
 
05/09/06 - A
CompuCredit Corp *CCRT* 
20478N100
03/17/06
73,700
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Gregory J. Corona --- For
       
 
 
We recommend a vote FOR the directors with the exception of independent outsider Nicholas G. Paumgarten and insider Richard R. House, Jr. We recommend that shareholders WITHHOLD votes from Nicholas G. Paumgarten and Richard R. House, Jr. for poor attendance.
 
 
 
1.2
Elect Director Richard W. Gilbert --- For
       
 
1.3
Elect Director David G. Hanna --- For
       
 
1.4
Elect Director Frank J. Hanna, III --- For
       
 
1.5
Elect Director Richard R. House, Jr. --- Withhold
       
 
1.6
Elect Director Deal W. Hudson --- For
       
 
1.7
Elect Director Mack F. Mattingly --- For
       
 
1.8
Elect Director Nicholas G. Paumgarten --- Withhold
       
 
1.9
Elect Director Thomas G. Rosencrants --- For
       
 
 
05/22/06 - A
Connetics Corp. *CNCT* 
208192104
03/24/06
173,449
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve/Amend Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/18/06 - A
Corporate Office Properties Trust, Inc. *OFC* 
22002T108
03/15/06
204,848
 
1
Elect Directors
For
For
 
Mgmt
 
 
04/21/06 - A
CRA International Inc *CRAI* 
12618T105
03/13/06
65,635
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 15.39 percent is within the allowable cap for this company of 16.34 percent. Additionally, this plan expressly forbids repricing.
 
 
 
 
05/01/06 - A
Cypress Semiconductor Corp. *CY* 
232806109
03/09/06
160,451
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
Despite the reasonable offering period, ISS does not support this proposal because the additional shares would cause excessive voting power dilution.
 
 
 
 
06/06/06 - S
Duratek, Inc. 
26658Q102
04/19/06
73,807
 
1
Approve Merger Agreement
For
For
 
Mgmt
 
 
In our analysis we considered that: 1) there was a positive market reaction and a market premium of 25.7 percent in the transaction; 2) there was no auction process, although the company rejected several previous offers from the bidder. Based on our review of the terms of the transaction and the factors described above, we believe that the merger agreement warrants shareholder support.
 
 
 
2
Adjourn Meeting
For
For
 
Mgmt
 
 
Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the transaction.
 
 
 
 
05/18/06 - A
Efunds Corporation *EFD* 
28224R101
03/31/06
190,513
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
3
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 14.43 percent is within the allowable cap for this company of 20.03 percent.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
04/26/06 - A
Energen Corp. *EGN* 
29265N108
03/03/06
176,525
 
1
Elect Directors
For
For
 
Mgmt
 
 
05/01/06 - A
Exelixis, Inc *EXEL* 
30161Q104
03/03/06
234,773
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/17/06 - A
FBL Financial Group, Inc. *FFG* 
30239F106
03/15/06
13,870
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
Against
 
Mgmt
 
 
                                                    V. Vote Recommendation        We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 18.84 percent is above the allowable cap for this company of 9.58 percent.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/17/06 - A
First Midwest Bancorp, Inc. *FMBI* 
320867104
03/24/06
150,320
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    III. Vote Recommendation        The additional performance criteria proposed as well as adding an additional award type are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility under Section 162(m) of performance-based compensation paid to the company's executive officers reduces the company's corporate tax obligation.
 
 
 
 
04/25/06 - A
FMC Corp. *FMC* 
302491303
03/01/06
50,960
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 11.40 percent is within the allowable cap for this company of 11.66 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
04/28/06 - A
GATX Corp. *GMT* 
361448103
03/03/06
78,524
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/04/06 - A
IDEX Corp. *IEX* 
45167R104
02/28/06
114,873
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/11/06 - A
Imax Corporation *IMX.* 
45245E109
02/21/06
317,150
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Neil S. Braun to a Three-Year Term --- For
       
 
 
We recommend withholding votes from Garth M. Girvan because he is a current nominee who is an affiliated outside director on the board that is not majority independent and has no separate Nominating Committee and the entire board fulfills this responsibility.         Board composition and independence have become critical focal points for corporate governance improvements given the limited voice that shareholders have in the current director election process. Without independence from management, the board may be unwilling or unable to effectively set company strategy and scrutinize performance or executive compensation. National Policy 58-201 Corporate Governance Guidelines, recommends that: the board of directors have a majority of independent directors; that the Chair of the board should be an independent director; and that a Nominating Committee and a Compensation Committee composed entirely of independent directors be appointed. ISS believes that a majority of independent directors on the board as well as the existence of separate Audit, Compensation and Nominating board committees made up of a majority of independent directors are minimum requirements of an acceptable corporate governance structure to ensure independent oversight of management and accountability to shareholders.
 
 
 
1.2
Elect Director Kenneth G. Copland to a Three-Year Term --- For
       
 
1.3
Elect Director Garth M. Girvan to a Three-Year Term --- Withhold
       
 
2
Approve PriceWaterhouseCoopers LLP Auditors and Authorize Board to Fix Remuneration of Auditors
For
For
 
Mgmt
 
 
05/15/06 - A
Intevac, Inc. *IVAC* 
461148108
03/22/06
75,923
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Norman H. Pond --- For
       
 
 
We recommend a vote FOR the directors with the exception of independent outsider Arthur L. Money. We recommend that shareholders WITHHOLD votes from Arthur L. Money for sitting on more than six boards.
 
 
 
1.2
Elect Director Kevin Fairbairn --- For
       
 
1.3
Elect Director David S. Dury --- For
       
 
1.4
Elect Director Stanley J. Hill --- For
       
 
1.5
Elect Director Robert Lemos --- For
       
 
1.6
Elect Director Arthur L. Money --- Withhold
       
 
1.7
Elect Director Ping Yang --- For
       
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 9.89 percent is within the allowable cap for this company of 17.03 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
05/19/06 - A
Intuitive Surgical Inc *ISRG* 
46120E602
04/05/06
10,409
 
1
Elect Directors
For
For
 
Mgmt
 
 
06/14/06 - A
Inventiv Health, Inc. *VTIV* 
922793104
05/05/06
123,096
 
1
Elect Directors
For
For
 
Mgmt
 
2
Change Company Name
For
For
 
Mgmt
 
 
Because it is unlikely that the name change would have a negative financial impact on the company, ISS recommends supporting the proposal.
 
 
 
3
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 12.62 percent is within the allowable cap for this company of 13.91 percent. Additionally, this plan expressly forbids repricing.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
05/22/06 - A
Jefferies Group, Inc *JEF* 
472319102
04/03/06
111,798
 
1
Elect Directors
For
For
 
Mgmt
 
 
04/27/06 - A
John H. Harland Co. *JH* 
412693103
03/09/06
99,539
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director S. William Antle III --- For
       
 
 
We recommend a vote FOR the directors with the exception of independent outsider John D. Johns. We recommend that shareholders WITHHOLD votes from John D. Johns for sitting on more than three boards.
 
 
 
1.2
Elect Director Robert J. Clanin --- For
       
 
1.3
Elect Director John Johns --- Withhold
       
 
1.4
Elect Director Eileen Rudden --- For
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 11.11 percent is within the allowable cap for this company of 12.48 percent. Additionally, this plan expressly forbids repricing.
 
 
 
 
05/12/06 - A
Kaydon Corp. *KDN* 
486587108
03/14/06
88,860
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/24/06 - A
Knight Transportation, Inc. *KNX* 
499064103
04/06/06
256,136
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
06/16/06 - A
LeapFrog Enterprises, Inc. *LF* 
52186N106
04/18/06
355,800
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Steven B. Fink --- Withhold
       
 
 
We recommend a vote FOR the directors with the exception of insider Steven B. Fink. We recommend that shareholders WITHHOLD votes from Steven B. Fink for standing as an insider on the Compensation and Nominating committees.
 
 
 
1.2
Elect Director Jeffrey G. Katz --- For
       
 
1.3
Elect Director Thomas J. Kalinske --- For
       
 
1.4
Elect Director Stanley E. Maron --- For
       
 
1.5
Elect Director E. Stanton McKee, Jr. --- For
       
 
1.6
Elect Director David C. Nagel --- For
       
 
1.7
Elect Director Ralph R. Smith --- For
       
 
1.8
Elect Director Caden Wang --- For
       
 
2
Amend Non-Employee Director Omnibus Stock Plan
For
Against
 
Mgmt
 
 
                                                    V. Vote Recommendation        In 2005, ISS implemented a modified policy in evaluating director equity plans. ISS considers the costs of equity plans including director plans and employee-based compensation plans in the binomial compensation model. If the total costs of the combined equity plans exceed the allowable cap, ISS will review the qualitative features of director compensation, taking into account (i) director stock ownership guidelines (ii) vesting schedule (iii) mix between cash and equity (iv) retirement/benefit and perquisites programs (v) quality of disclosure.        In this case, the total cost of the company's plans of 10.66 percent is above the allowable cap for this company of 10.08 percent. In reviewing the qualitative features of direct compensation of Leapfrog Enterprise, there is no disclosure of director stock ownership guidelines.
 
 
 
3
Amend Omnibus Stock Plan
For
Against
 
Mgmt
 
 
                                                    VI. Vote Recommendation        The total cost of the company's plans of 12.63 percent is above the allowable cap for this company of 10.08 percent.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
04/20/06 - A
Lennox International, Inc. *LII* 
526107107
02/27/06
76,493
 
1
Elect Directors
For
For
 
Mgmt
 
 
04/28/06 - A
Lincoln Electric Holdings, Inc. *LECO* 
533900106
03/20/06
49,573
 
1
Elect Directors
For
For
 
Mgmt
 
1.1
Elect Director Harold L. Adams --- For
       
 
 
We recommend a vote FOR the directors.
 
 
 
1.2
Elect Director Robert J. Knoll --- For
       
 
1.3
Elect Director John M. Stropki, Jr. --- For
       
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 5.51 percent is within the allowable cap for this company of 9.72 percent. Additionally, this plan expressly forbids repricing. As such, we recommend a vote FOR item 2
 
 
 
3
Approve Non-Employee Director Restricted Stock Plan
For
For
 
Mgmt
 
 
                                                    VI. Vote Recommendation        The total cost of the company's plans of 2.19 percent is within the allowable cap for this company of 9.72 percent.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
04/06/06 - A
Longview Fibre Co. *LFB* 
543213102
02/17/06
210,919
 
1
Elect Directors
For
For
 
Mgmt
 
 
05/31/06 - A
Matria Healthcare, Inc. *MATR* 
576817209
04/13/06
53,194
 
1
Elect Directors
For
For
 
Mgmt
 
 
05/30/06 - A
Maxygen, Inc. *MAXY* 
577776107
04/03/06
251,292
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
Against
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 28.24 percent exceeds the allowable cap for this company of 14.74 percent. Additionally, the company's three-year average burn rate of 6.21 percent is higher than its four-digit GICS peer group of 5.57 percent. Therefore, the company has also failed ISS's three-year average burn rate policy.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
04/27/06 - A
Media General, Inc. *MEG* 
584404107
02/16/06
85,451
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 13.24 percent is within the allowable cap for this company of 14.73 percent. Additionally, this plan expressly forbids repricing.
 
 
 
 
05/09/06 - A/S
Methanex Corp. *MX.* 
59151K108
03/13/06
169,280
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify KPMG LLP as Auditors
For
For
 
Mgmt
 
3
Authorize Board to Fix Remuneration of Auditors
For
For
 
Mgmt
 
4
Amend Stock Option Plan
For
For
 
Mgmt
 
 
Pay For Performance        ISS has recently implemented a pay-for-performance assessment, looking for correlation between CEO's pay and the company's total shareholder return. Specifically if a company has negative one- and three-year fiscal total shareholder returns, and its CEO also had an increase in total direct compensation from the prior year, it would require closer scrutiny. If more than half of the increase in total direct compensation is attributable to equity compensation, ISS may recommend a vote against an equity-based compensation plan in which the CEO participates. The assessment applies to TSX Composite Index companies that have at least three fiscal years of stock price history and have had the same CEO in place for the past two fiscal years. Methanex's total shareholder returns for the one- and three-year periods were 2% and 22% respectively. CEO, Bruce Aitken received an estimated $1,748,000 in total direct compensation in 2005, which is a decrease of 34 percent over 2004 levels.         Vote Recommendation        The total cost of the company's plans of 1.96 percent is within the allowable cap for this company of 4.72 percent. Directors are not eligible for participation under the plan; thereby eliminating any discretionary director participation issues.
 
 
 
 
05/16/06 - A
Mid-America Apartment Communities, Inc. *MAA* 
59522J103
03/17/06
67,112
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/26/06 - A
Millipore Corp. *MIL* 
601073109
03/03/06
59,170
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 7.50 percent is within the allowable cap for this company of 10.84 percent. Additionally, this plan expressly forbids repricing.
 
 
 
 
06/28/06 - A
Mobile Mini, Inc. *MINI* 
60740F105
05/02/06
95,177
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 8.68 percent is within the allowable cap for this company of 13.49 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
06/09/06 - A
Oakley, Inc. *OO* 
673662102
03/31/06
321,662
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Jim Jannard --- For
       
 
 
We recommend a vote FOR the directors with the exception of independent outsiders Colombe Nicholas, Mike Puntoriero, and Tom Davin. We recommend that shareholders WITHHOLD votes from Audit Committee members Colombe Nicholas, Mike Puntoriero, and Tom Davin for paying excessive non-audit fees.
 
 
 
1.2
Elect Director D. Scott Olivet --- For
       
 
1.3
Elect Director Link Newcomb --- For
       
 
1.4
Elect Director Tom Davin --- Withhold
       
 
1.5
Elect Director Mary George --- For
       
 
1.6
Elect Director Mike Puntoriero --- Withhold
       
 
1.7
Elect Director Greg Trojan --- For
       
 
1.8
Elect Director Colombe Nicholas --- Withhold
       
 
1.9
Elect Director Frits Van Paasschen --- For
       
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 8.46 percent is within the allowable cap for this company of 13.17 percent.
 
 
 
3
Amend Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
4
Ratify Auditors
For
Against
 
Mgmt
 
 
05/12/06 - A
Oceaneering International, Inc. *OII* 
675232102
03/20/06
90,001
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/18/06 - A
Oil States International Inc. *OIS* 
678026105
04/07/06
89,786
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/27/06 - A
OMI Corporation - New *OMM* 
Y6476W104
03/10/06
233,216
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 6.05 percent is within the allowable cap for this company of 8.30 percent. Additionally, this plan expressly forbids repricing.
 
 
 
 
04/27/06 - A
Orbital Sciences Corp. *ORB* 
685564106
03/08/06
158,642
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/28/06 - A
Owens & Minor, Inc. *OMI* 
690732102
03/02/06
134,865
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Other Business
For
Against
 
Mgmt
 
 
As we cannot know the content of these issues, we do not recommend that shareholders approve this request.
 
 
 
 
05/23/06 - A
Pacific Capital Bancorp *PCBC* 
69404P101
03/24/06
80,728
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/17/06 - A
Pacific Sunwear of California, Inc. *PSUN* 
694873100
04/03/06
43,755
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/16/06 - A
Peets Coffee & Tea Inc *PEET* 
705560100
03/27/06
124,917
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/25/06 - A
Polycom, Inc. *PLCM* 
73172K104
04/05/06
99,970
 
1
Elect Directors
For
For
 
Mgmt
 
1.1
Elect Director Robert C. Hagerty --- For
       
 
 
We recommend a vote FOR the directors.
 
 
 
1.2
Elect Director Michael R. Kourey --- For
       
 
1.3
Elect Director Betsy S. Atkins --- For
       
 
1.4
Elect Director John Seely Brown --- For
       
 
1.5
Elect Director David G. DeWalt --- For
       
 
1.6
Elect Director Durk I. Jager --- For
       
 
1.7
Elect Director John A. Kelley, Jr. --- For
       
 
1.8
Elect Director Stanley J. Meresman --- For
       
 
1.9
Elect Director William A. Owens --- For
       
 
1.10
Elect Director Kevin T. Parker --- For
       
 
1.11
Elect Director Thomas G. Stemberg --- For
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/20/06 - A
Progress Software Corp. *PRGS* 
743312100
02/24/06
73,429
 
1
Fix Number of and Elect Directors
For
For
 
Mgmt
 
2
Elect Directors
For
Split
 
Mgmt
 
2.1
Elect Director Joseph W. Alsop --- For
       
 
 
We recommend a vote FOR the directors with the exception of independent outsider Scott A. McGregor. We recommend that shareholders WITHHOLD votes from Scott A. McGregor for poor attendance.
 
 
 
2.2
Elect Director Roger J. Heinen, Jr. --- For
       
 
2.3
Elect Director Michael L. Mark --- For
       
 
2.4
Elect Director Scott A. Mcgregor --- Withhold
       
 
2.5
Elect Director Amram Rasiel --- For
       
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 19.62 percent is within the allowable cap for this company of 20.11 percent. Additionally, this plan expressly forbids repricing.
 
 
 
 
06/22/06 - A
Progressive Gaming International Inc *PGIC* 
74332S102
05/09/06
208,436
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/24/06 - A
Quanta Services, Inc. *PWR* 
74762E102
03/27/06
85,307
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/23/06 - A
Raven Industries, Inc. *RAVN* 
754212108
04/06/06
102,747
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Anthony W. Bour --- For
       
 
 
We recommend a vote FOR the directors with the exception of affiliated outsider David A. Christensen. We recommend that shareholders WITHHOLD votes from David A. Christensen for standing as an affiliated outsider on the Compensation and Nominating committees.
 
 
 
1.2
Elect Director David A. Christensen --- Withhold
       
 
1.3
Elect Director Thomas S. Everist --- For
       
 
1.4
Elect Director Mark E. Griffin --- For
       
 
1.5
Elect Director Conrad J. Hoigaard --- For
       
 
1.6
Elect Director Cynthia H. Milligan --- For
       
 
1.7
Elect Director Ronald M. Moquist --- For
       
 
2
Approve Deferred Compensation Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation Based on ISS analysis, the total cost of the company's plans is 2.96 percent, which is within the allowable cap for this company of 12.98 percent.
 
 
 
 
05/17/06 - A
Secure Computing Corp. *SCUR* 
813705100
03/21/06
149,448
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 12.99 percent is within the allowable cap for this company of 20.12 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
04/26/06 - A
Selective Insurance Group, Inc. *SIGI* 
816300107
03/10/06
64,539
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Nonqualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
Agency stock purchase plans enable agencies to become shareholders, which gives them a stake in the company's growth. Stock purchase plans are beneficial only when they are well balanced and in the best interests of all shareholders. From a shareholder's perspective, the dollar limitation on purchases is reasonable and there are caps placed on the agency's stock purchases (expressed as level of written premium). ISS approve of this item because the number of share being added is relatively conservative and there are limitations on participation.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
04/25/06 - A
Sonosite Inc. *SONO* 
83568G104
03/08/06
52,660
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/25/06 - A
Southwestern Energy Co. *SWN* 
845467109
03/24/06
124,004
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Change State of Incorporation [From Arkansas to Delaware]
For
Against
 
Mgmt
 
 
On balance, we believe that the reincorporation would be adverse in terms of its impact on shareholders' rights. As such, the reincorporation does not warrant shareholder support.
 
 
 
4
Increase Authorized Common Stock
For
For
 
Mgmt
 
 
The requested increase of 320,000,000 shares is below the allowable threshold of 451,000,000 shares.
 
 
 
 
06/01/06 - A
Stage Stores, Inc. *SSI* 
85254C305
04/05/06
109,433
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/28/06 - A
Stewart Information Services Corp. *STC* 
860372101
02/28/06
60,309
 
1
Elect Directors
For
For
 
Mgmt
 
 
05/03/06 - A
Strayer Education, Inc. *STRA* 
863236105
03/17/06
26,160
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Repricing of Options
For
For
 
Mgmt
 
 
In this case, the value of the restricted stock being granted is lower than the stock options that would be cancelled under the option exchange program. Therefore, the program is in the advantage of shareholders. Additionally, the proposed program requires at least 24 months of continued vesting and it excludes executive officers. Therefore, ISS believes that this item warrants shareholder support.
 
 
 
4
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
The additional performance criteria proposed as well as establishing award limits and adding an additional award type are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility under Section 162(m) of performance-based compensation paid to the company's executive officers reduces the company's corporate tax obligation.
 
 
 
 
05/09/06 - A
Swift Energy Co. *SFY* 
870738101
03/22/06
59,440
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 8.98 percent is equal to the allowable cap for this company of 8.98 percent. In addition, the plan expressly prohibits repricing.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/25/06 - A
Symyx Technologies, Inc. *SMMX* 
87155S108
03/27/06
145,801
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/02/06 - A
TETRA Technologies, Inc. *TTI* 
88162F105
03/03/06
80,971
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Paul D. Coombs --- For
       
 
 
We recommend a vote FOR the directors with the exception of affiliated outsider Allen T. McInnes. We recommend that shareholders WITHHOLD votes from Allen T. McInnes for standing as an affiliated outsider on the Audit and Nominating committees.
 
 
 
1.2
Elect Director Allen T. Mcinnes --- Withhold
       
 
1.3
Elect Director J. Taft Symonds --- For
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Increase Authorized Common Stock
For
For
 
Mgmt
 
 
The requested increase of 30,000,000 shares is below the allowable threshold of 63,000,000 shares. We recommend a vote FOR Item 3.
 
 
 
4
Amend Articles to Declassify the Board of Directors and Remove Directors Without Cause
For
For
 
Mgmt
 
 
ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests.
 
 
 
5
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 8.33 percent is within the allowable cap for this company of 8.37 percent. Although the company's historical three-year burn rate of 3.03 percent fails its industry threshold of 2.5 percent, the company has made a forward commitment to issue awards to no more than an average of 2.5 percent of common shares outstanding for 2006, 2007 and 2008.
 
 
 
 
04/24/06 - A
Texas Regional Bankshares, Inc. *TRBS* 
882673106
03/01/06
95,298
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Morris Atlas --- For
       
 
 
We recommend a vote FOR the directors with the exception of independent outsider Robert F. Boggus. We recommend that shareholders WITHHOLD votes from Robert F. Boggus for poor attendance.
 
 
 
1.2
Elect Director Robert F. Boggus --- Withhold
       
 
1.3
Elect Director Robert R. Farris --- For
       
 
1.4
Elect Director Hill A. Feinberg --- For
       
 
1.5
Elect Director C.K. Landrum, M.D. --- For
       
 
1.6
Elect Director David L. Lane --- For
       
 
1.7
Elect Director Jack H. Mayfield, Jr. --- For
       
 
1.8
Elect Director Joe Penland, Sr. --- For
       
 
1.9
Elect Director Joseph E. Reid --- For
       
 
1.10
Elect Director Glen E. Roney --- For
       
 
1.11
Elect Director Tudor G. Uhlhorn --- For
       
 
1.12
Elect Director Walter Umphrey --- For
       
 
1.13
Elect Director Mario Max Yzaguirre --- For
       
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 4.87 percent is within the allowable cap for this company of 8.71 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
04/24/06 - A
The Lubrizol Corp. *LZ* 
549271104
03/03/06
136,540
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
06/21/06 - A
The Mens Wearhouse, Inc. *MW* 
587118100
05/03/06
143,171
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director George Zimmer --- For
       
 
 
We recommend a vote FOR the directors with the exception of independent outsider Kathleen Mason. We recommend that shareholders WITHHOLD votes from Kathleen Mason for sitting on more than three boards.
 
 
 
1.2
Elect Director David H. Edwab --- For
       
 
1.3
Elect Director Rinaldo S. Brutoco --- For
       
 
1.4
Elect Director Michael L. Ray, Ph.D. --- For
       
 
1.5
Elect Director Sheldon I. Stein --- For
       
 
1.6
Elect Director Kathleen Mason --- Withhold
       
 
1.7
Elect Director Deepak Chopra, M.D. --- For
       
 
1.8
Elect Director William B. Sechrest --- For
       
 
 
04/27/06 - A
The Midland Co. *MLAN* 
597486109
03/03/06
63,685
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Michael J. Conaton --- For
       
 
 
We recommend a vote FOR the directors with the exception of affiliated outsider William J. Keating, Jr. We recommend that shareholders WITHHOLD votes from William J. Keating, Jr. for standing as an affiliated outsider on the Compensation and Nominating committees.
 
 
 
1.2
Elect Director John R. Labar --- For
       
 
1.3
Elect Director Jerry A. Grundhofer --- For
       
 
1.4
Elect Director Richard M. Norman --- For
       
 
1.5
Elect Director Joseph P. Hayden III --- For
       
 
1.6
Elect Director Rene J. Robichaud --- For
       
 
1.7
Elect Director William J. Keating, Jr. --- Withhold
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Stock Option Plan
For
Against
 
Mgmt
 
 
                                                    IV. Vote Recommendation        The total cost of the company's plans of 10.67 percent is above the allowable cap for this company of 9.97 percent.
 
 
 
 
05/03/06 - A
Thomas & Betts Corp. *TNB* 
884315102
03/06/06
98,045
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/25/06 - A
Thoratec Corp. *THOR* 
885175307
04/18/06
52,608
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 8.16 percent is within the allowable cap for this company of 12.33 percent. Additionally, this plan expressly forbids repricing.
 
 
 
 
05/18/06 - A
Trimble Navigation Ltd. *TRMB* 
896239100
03/20/06
106,463
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Steven W. Berglund --- For
       
 
 
We recommend a vote FOR the directors with the exception of affiliated outsider John B. Goodrich. We recommend that shareholders WITHHOLD votes from John B. Goodrich for standing as an affiliated outsider on the Compensation and Nominating committees.
 
 
 
1.2
Elect Director Robert S. Cooper --- For
       
 
1.3
Elect Director John B. Goodrich --- Withhold
       
 
1.4
Elect Director William Hart --- For
       
 
1.5
Elect Director Ulf J. Johansson, Ph.D. --- For
       
 
1.6
Elect Director Bradford W. Parkinson --- For
       
 
1.7
Elect Director Nickolas W. Vande Steeg --- For
       
 
2
Amend Stock Option Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 12.10 percent is within the allowable cap for this company of 18.03 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
05/31/06 - A
TriPath Imaging, Inc. *TPTH* 
896942109
04/07/06
166,488
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 13.38 percent is within the allowable cap for this company of 15.91 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Amend Non-Employee Director Stock Option Plan
For
For
 
Mgmt
 
 
                                                    VI. Vote Recommendation        The total cost of the company's plans of 9.91 percent is within the allowable cap for this company of 15.91 percent. Additionally, this plan expressly forbids repricing.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
05/03/06 - A
Unit Corporation *UNT* 
909218109
03/06/06
56,525
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Increase Authorized Common Stock
For
For
 
Mgmt
 
 
The requested increase of 100,000,000 shares, is below the allowable threshold of 112,500,000 shares.
 
 
 
4
Increase Authorized Preferred Stock
For
Against
 
Mgmt
 
 
In this case, management has not specifically stated that the shares may not be used for antitakeover purposes. When a company fails to provide a specific financing purpose for the shares, the possibility that they will be used for management entrenchment purposes outweighs any potential benefits that they would bring. Further, the company already has preferred stock authorized and has issued none. In the absence of a more compelling reason to increase the authorization, there is no legitimate reason to do so.
 
 
 
5
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 5.34 percent is within the allowable cap for this company of 6.84 percent. Additionally, this plan expressly forbids repricing.
 
 
 
 
05/15/06 - A
United Bankshares, Inc. *UBSI* 
909907107
03/27/06
112,780
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Richard M. Adams --- For
       
 
 
We recommend a vote FOR the directors with the exception of independent outsiders Theodore J. Georgelas and W. Gaston Caperton, III. We recommend that shareholders WITHHOLD votes from Theodore J. Georgelas and W. Gaston Caperton, III for poor attendance.
 
 
 
1.2
Elect Director Robert G. Astorg --- For
       
 
1.3
Elect Director Thomas J. Blair, III --- For
       
 
1.4
Elect Director W. Gaston Caperton, III --- Withhold
       
 
1.5
Elect Director Lawrence K. Doll --- For
       
 
1.6
Elect Director Theodore J. Georgelas --- Withhold
       
 
1.7
Elect Director F.T. Graff, Jr. --- For
       
 
1.8
Elect Director Russell L. Isaacs --- For
       
 
1.9
Elect Director John M. McMahon --- For
       
 
1.10
Elect Director J. Paul McNamara --- For
       
 
1.11
Elect Director G. Ogden Nutting --- For
       
 
1.12
Elect Director William C. Pitt, III --- For
       
 
1.13
Elect Director I.N. Smith, Jr. --- For
       
 
1.14
Elect Director Mary K. Weddle --- For
       
 
1.15
Elect Director P. Clinton Winter, Jr. --- For
       
 
2
Approve Stock Option Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 2.54 percent is within the allowable cap for this company of 8.48 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
4
Other Business
For
Against
 
Mgmt
 
 
As we cannot know the content of these issues, we do not recommend that shareholders approve this request.
 
 
 
 
04/19/06 - A
Universal Forest Products, Inc. *UFPI* 
913543104
03/01/06
50,845
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/24/06 - A
Valmont Industries, Inc. *VMI* 
920253101
03/01/06
19,482
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/18/06 - A
Witness Systems, Inc. *WITS* 
977424100
03/31/06
84,495
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/20/06 - A
Wolverine World Wide, Inc. *WWW* 
978097103
03/01/06
222,209
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
 


Name of Fund: Frontegra IronBridge SMID Fund
Period: 7/1/05 - 6/30/06
 
 
Mtg
Company/
 
Mgmt
Vote
Record
 
Shares
Date/Type
Ballot Issues
Security
Rec
Cast
Date
Prpnent
Voted
 
07/27/05 - A
McKesson Corp. *MCK* 
58155Q103
05/31/05
10,300
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
3
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
4
Ratify Auditors
For
For
 
Mgmt
 
5
Separate Chairman and CEO Positions
Against
For
 
ShrHoldr
 
 
07/28/05 - A
American Superconductor Corp. *AMSC* 
030111108
06/08/05
40,000
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Directors Gregory J. Yurek --- For
       
 
1.2
Elect Directors Albert J. Baciocco, Jr. --- For
       
 
1.3
Elect Directors Vikram S. Budhraja --- For
       
 
1.4
Elect Directors Peter O. Crisp --- For
       
 
1.5
Elect Directors Richard Drouin --- For
       
 
1.6
Elect Directors Andrew G.C. Sage, Ii --- For
       
 
1.7
Elect Directors John B. Vander Sande --- Withhold
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
08/19/05 - A
The J. M. Smucker Co. *SJM* 
832696405
06/20/05
12,100
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Adjourn Meeting
For
Against
 
Mgmt
 
 
09/09/05 - A
ViaSat, Inc. *VSAT* 
92552V100
07/18/05
26,179
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
09/14/05 - S
ProLogis *PLD* 
743410102
08/08/05
16,130
 
1
Issue Shares in Connection with an Acquisition
For
For
 
Mgmt
 
 
09/21/05 - A
Darden Restaurants, Inc. *DRI* 
237194105
07/25/05
13,850
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
10/18/05 - A
Synaptics, Inc. *SYNA* 
87157D109
09/01/05
13,788
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
10/27/05 - A
SEAGATE TECHNOLOGY *STX* 
G7945J104
09/02/05
32,230
 
1
Elect Directors
For
Split
 
Mgmt
 
1..1
Elect William W. Bradley as Director --- For
       
 
1.2
Elect James G. Coulter as Director --- Withhold
       
 
1.3
Elect James A. Davidson as Director --- Withhold
       
 
1.4
Elect Glenn H. Hutchins as Director --- Withhold
       
 
1.5
Elect Donald E. Kiernan as Director --- For
       
 
1.6
Elect Stephen J. Luczo as Director --- Withhold
       
 
1.7
Elect David F. Marquardt as Director --- Withhold
       
 
1.8
Elect Lydia M. Marshall as Director --- For
       
 
1.9
Elect Gregorio Reyes as Director --- For
       
 
1.10
Elect John W. Thompson as Director --- Withhold
       
 
1.11
Elect William D. Watkins as Director --- Withhold
       
 
2
Ratify Ernst & Young as Auditors
For
For
 
Mgmt
 
 
10/28/05 - A
Harris Corp. *HRS* 
413875105
08/31/05
21,140
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
3
Approve/Amend Executive Incentive Bonus Plan
For
For
 
Mgmt
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
10/28/05 - A
Perrigo Co. *PRGO* 
714290103
09/02/05
13,030
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
10/31/05 - S
PRECISION DRILLING TRUST (frmly Precision Drilling Corp) *PD.U* 
74022D100
09/30/05
8,700
 
1
Approve Plan of Arrangement to Convert to Trust
For
For
 
Mgmt
 
 
11/02/05 - A
Harman International Industries, Inc. *HAR* 
413086109
09/08/05
6,455
 
1
Elect Directors
For
For
 
Mgmt
 
 
11/03/05 - A
Barr Pharmaceuticals Inc *BRL* 
068306109
09/09/05
9,160
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
4
Eliminate Animal Testing
Against
Against
 
ShrHoldr
 
 
11/10/05 - A
Education Management Corp. *EDMC* 
28139T101
09/23/05
20,281
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
11/14/05 - S
Mercury Computer Systems, Inc. *MRCY* 
589378108
09/23/05
19,734
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
11/15/05 - A
Respironics, Inc. *RESP* 
761230101
10/03/05
12,200
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
11/22/05 - A
Openwave Systems, Inc. *OPWV* 
683718308
10/14/05
40,940
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
01/26/06 - A
Alberto-Culver Co. *ACV* 
013068101
12/01/05
6,500
 
1
Elect Directors
For
For
 
Mgmt
 
1.1
Elect Director Carol L. Bernick --- For
       
 
 
We recommend a vote FOR the directors.
 
 
 
1.2
Elect Director Jim Edgar --- For
       
 
1.3
Elect Director Leonard H. Lavin --- For
       
 
1.4
Elect Director Robert H. Rock --- For
       
 
 
01/31/06 - A
Becton, Dickinson and Company *BDX* 
075887109
12/07/05
13,940
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Report on Toxic Chemicals
Against
Against
 
ShrHoldr
 
 
ISS believes that Becton Dickinson's current level of disclosure is inadequate and we encourage the company to provide thorough insight into its policies on PBTs and how such policies may impact the company's global operations and protect shareholder value. However, we are concerned about the scope of this resolution, particularly the aspects dealing with substitution. As such, while ISS believes that the company could benefit from increased disclosure of its policies, we do not believe that shareholder support for this resolution is warranted at this time.
 
 
 
4
Provide for Cumulative Voting
Against
For
 
ShrHoldr
 
 
The company does not have an annually elected board (the board is classified) and therefore fails to meet all of the aforementioned corporate governance and performance criteria. Accordingly, this cumulative voting proposal warrants shareholder support at this time.
 
 
 
 
02/16/06 - S
Celgene Corp. *CELG* 
151020104
01/17/06
7,200
 
1
Increase Authorized Common Stock
For
For
 
Mgmt
 
 
The requested increase of 300,000,000 shares is below the allowable threshold of 420,000,000 shares.
 
 
 
 
02/06/06 - A
Fair Isaac Corp. *FIC* 
303250104
12/09/05
10,590
 
1
Elect Directors
For
For
 
Mgmt
 
1.1
Elect Director A. George Battle --- For
       
 
 
We recommend a vote FOR the directors.
 
 
 
1.2
Elect Director Andrew Cecere --- For
       
 
1.3
Elect Director Tony J. Christianson --- For
       
 
1.4
Elect Director Thomas G. Grudnowski --- For
       
 
1.5
Elect Director Alex W. Hart --- For
       
 
1.6
Elect Director Guy R. Henshaw --- For
       
 
1.7
Elect Director William J. Lansing --- For
       
 
1.8
Elect Director Margaret L. Taylor --- For
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
02/28/06 - A
Headwaters Incorporated *HW* 
42210P102
01/11/06
14,900
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
02/01/06 - A
Hewitt Associates, Inc. *HEW* 
42822Q100
12/05/05
31,975
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Bryan J. Doyle --- For
       
 
 
We recommend a vote FOR the directors with the exception of independent outsider Michele M. Hunt. We recommend that shareholders WITHHOLD votes from Michele M. Hunt for poor attendance.
 
 
 
1.2
Elect Director Julie S. Gordon --- For
       
 
1.3
Elect Director Michele M. Hunt --- Withhold
       
 
1.4
Elect Director Cary D. McMillan --- For
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
01/31/06 - A
Hormel Foods Corp. *HRL* 
440452100
12/05/05
8,700
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Omnibus Stock Plan
For
Against
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 9.91 percent is above the allowable cap for this company of 8.59 percent.
 
 
 
4
Report on Feasibility of Improving Animal Welfare Standards
Against
Against
 
ShrHoldr
 
 
In the case of Hormel Foods, ISS notes that the company does not appear to provide detailed information on its company website regarding CAK or animal welfare policies in general. We believe that the company should improve its disclosure on animal welfare; however, the procedures implemented by the company's poultry facilities have not been the subject of recent, significant controversy, and appear to be consistent with industry standards and applicable regulations. ISS further notes that the company has implemented the use of controlled atmosphere technology at three of its four poultry facilities in an effort to ensure humane handling of the animals. Therefore, while ISS agrees with the proponent that the company's current disclosure is inadequate, we believe that the steps take by Hormel to adopt CAK methods is evidence that the company is actively considering animal welfare in its operations. As such, we do not believe that further evaluation and reporting on this issue is necessary at this time.
 
 
 
 
03/20/06 - S
Jefferson-Pilot Corp. 
475070108
02/03/06
14,100
 
1
Approve Merger Agreement
For
For
 
Mgmt
 
 
Since Lincoln National's stock price has appreciated from $50.73 per share on Oct. 7, 2005, the last trading day prior to announcement, to $55.64 per share as of March 3, 2006, the consideration that Jefferson Pilot shareholders will receive as a result of the consummation of the merger has also increased.         Management and the board of directors viewed the following factors as deciding before approving the merger transaction:        1. The strategic nature of the merger, which will combine highly complementary businesses to create a resulting company with leadership positions in life, annuity and group market benefits;        2. Because the exchange ratio for the stock is fixed, the opportunity for Jefferson-Pilot shareholders who receive LNC common stock as merger consideration to benefit from any increase in the trading price of LNC common stock between the announcement of the merger and the closing of the merger; and        3. The analysis of the business, operations, financial condition, earnings and prospects for both Jefferson-Pilot and LNC, including the results of Jefferson-Pilot's due diligence review of LNC and its business.        Based on our review of the terms of the transaction and the factors described above, in particular the premium shareholders will receive based on the offer price as of March 3, 2006, we believe that the merger agreement warrants shareholder support.
 
 
 
2
Adjourn Meeting
For
For
 
Mgmt
 
 
02/23/06 - A
Joy Global, Inc. *JOYG* 
481165108
01/06/06
9,100
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Steven L. Gerard --- Withhold
       
 
 
We recommend a vote FOR the directors with the exception of independent outsider Steven L. Gerard. We recommend that shareholders WITHHOLD votes from Steven L. Gerard for sitting on more than three boards.
 
 
 
1.2
Elect Director John Nils Hanson --- For
       
 
1.3
Elect Director Ken C. Johnsen --- For
       
 
1.4
Elect Director James R. Klauser --- For
       
 
1.5
Elect Director Richard B. Loynd --- For
       
 
1.6
Elect Director P. Eric Siegert --- For
       
 
1.7
Elect Director James H. Tate --- For
       
 
 
02/16/06 - A
National Fuel Gas Co. *NFG* 
636180101
12/19/05
10,740
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Non-Employee Director Compensation
Against
Against
 
ShrHoldr
 
 
With increased responsibilities to protect companies and their shareholders, the role of a director has evolved significantly in recent years. Sarbanes Oxley and heightened scrutiny for internal controls have resulted in more hours for directors. As a result, director compensation at many companies has increased. Based on the analysis, in this case, it appears that director compensation was not out of line with peers. Therefore, at this time, in the absence of compelling evidence of abusive director compensation practices, we recommend against this proposal.
 
 
 
 
02/07/06 - A
Oshkosh Truck Corp. *OSK* 
688239201
12/12/05
18,870
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
02/09/06 - A
Varian Semiconductor Equipment Associates, Inc. *VSEA* 
922207105
12/12/05
14,417
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
3
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
4
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation.
 
 
 
5
Ratify Auditors
For
For
 
Mgmt
 
 


05/05/06 - A
Advanced Micro Devices, Inc. *AMD* 
007903107
03/06/06
23,472
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 11.56 percent is within the allowable cap for this company of 12.42 percent. Additionally, this plan expressly forbids repricing.
 
 
 
4
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation.
 
 
 
5
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
 
05/31/06 - A
Affiliated Managers Group, Inc. *AMG* 
008252108
04/19/06
10,350
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Stock Option Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 10.50 percent is within the allowable cap for this company of 12.39 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Increase Authorized Common Stock
For
For
 
Mgmt
 
 
The requested increase of 70,000,000 shares is below the allowable threshold of 112,000,000 shares.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
06/15/06 - A
Affymetrix Inc. *AFFX* 
00826T108
04/20/06
25,780
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Stephen P.A. Fodor, Ph.D. --- For
       
 
 
We recommend a vote FOR the directors with the exception of affiliated outsiders David B. Singer and John D. Diekman, Ph.D., and independent outsider Susan D. Desmond-Hellmann, M.D., M.P.H. We recommend that shareholders WITHHOLD votes from David B. Singer for standing as an affiliated outsider on the Audit Committee. We also recommend that shareholders WITHHOLD votes from John D. Diekman, Ph.D. for standing as an affiliated outsider on the Audit and Nominating committees. Lastly, we recommend that shareholders WITHHOLD votes from Susan D. Desmond-Hellmann, M.D., M.P.H. for poor attendance.
 
 
 
1.2
Elect Director Paul Berg, Ph.D. --- For
       
 
1.3
Elect Director Susan D. Desmond-Hellmann, M.D. --- Withhold
       
 
1.4
Elect Director John D. Diekman, Ph.D. --- Withhold
       
 
1.5
Elect Director Vernon R. Loucks, Jr. --- For
       
 
1.6
Elect Director David B. Singer --- Withhold
       
 
1.7
Elect Director Robert H. Trice, Ph.D. --- For
       
 
1.8
Elect Director John A. Young --- For
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/09/06 - A
Agrium Inc. *AGU.* 
008916108
03/14/06
25,453
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify KPMG LLP as Auditors
For
For
 
Mgmt
 
 
04/27/06 - A
Alexander & Baldwin, Inc. *ALEX* 
014482103
02/17/06
18,477
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/11/06 - A
Allegheny Energy, Inc. *AYE* 
017361106
03/16/06
26,998
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Stock Retention
Against
For
 
ShrHoldr
 
 
ISS recognizes that the company has recently implemented stock ownership guidelines. Directors' guidelines are fairly rigorous and directors must hold six times their annual cash retainer in stock. However, we believe that the stock ownership guidelines for executives are not rigorous enough and should go beyond the standard three times salary for CEOs. Further, the company does not have a retention ratio nor a holding period requirement. As such, we believe this proposal warrants shareholder support.
 
 
 
4
Separate Chairman and CEO Positions
Against
For
 
ShrHoldr
 
 
Absent an offsetting governance structure, we believe that a company of this size should be able to find a qualified independent director willing to serve as chairman.
 
 
 
5
Require Director Nominee Qualifications
Against
Against
 
ShrHoldr
 
 
Given that the company already has acceptable governance standards in place with respect to director qualifications and fully independent key board committees, adopting a policy as suggested by the proponent appears unwarranted and would not add additional value to shareholders at this time.
 
 
 
6
Performance-Based/Indexed Options
Against
For
 
ShrHoldr
 
 
The proposal requests that a significant portion of future stock option grants to senior executives shall be performance-based. ISS believes that this is not unduly restrictive. Based on the available public disclosure, we could not directly link any of the stock option grants or other equity grants to performance metrics. As such, we support this proposal.
 
 
 
7
Eliminate or Restrict Severance Agreements (Change-in-Control)
Against
For
 
ShrHoldr
 
 
ISS recognizes that implementation of this policy may be difficult. However, we note that this proposal is somewhat similar to the severance/change-in-control proposal, whereby a company will seek shareholder approval for future severance agreements with senior executives that could provide benefits in an amount exceeding 2.99 times the sum of the executive's base salary and bonus. Currently, the company does not have a policy to seek shareholder approval on excessive severance/change-in-control payments. In supporting the spirit of the proposal, ISS believes that the company can implement a policy on seeking shareholder approval for excessive severance/change-in-control payments.
 
 
 
8
Claw-back of Payments under Restatements
Against
For
 
ShrHoldr
 
 
ISS believes that the company has not fundamentally addressed the proponent's key concerns. ISS believes this proposal warrants shareholder vote and we recommend a vote FOR.
 
 
 
9
Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote
Against
Against
 
ShrHoldr
 
 
In the case of Allegheny Energy, we note that a formal policy regarding the adoption of a pill has been established in response to shareholder concerns. We believe that the 12-month period is a reasonable time period to seek shareholder approval and the request of reducing it to four months appears to be unnecessary. ISS commends the company for taking this positive step towards better corporate governance by adopting this policy and terminating the company's previous poison pill. As such, we recommend shareholders do not support this item.
 
 
 
 
06/08/06 - A
American Power Conversion Corp. *APCC* 
029066107
04/13/06
62,955
 
1
Fix Number of Directors
For
For
 
Mgmt
 
 
ISS believes that the proposed change is minor and that it is not motivated by a desire to entrench management.
 
 
 
2
Elect Directors
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
4
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
ISS approves of this amendment because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation.
 
 
 
 
04/25/06 - A
AMETEK, Inc. *AME* 
031100100
03/10/06
22,100
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/20/06 - A
AmSouth Bancorporation *ASO* 
032165102
02/21/06
29,290
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Omnibus Stock Plan
For
Against
 
Mgmt
 
 
                                                    V. Vote Recommendation        Although the total cost of the company's plans of 7.05 percent is within the allowable cap for this company of 7.45 percent, and the plan expressly forbids repricing, the company's three year average burn rate of 2.82 percent is higher than its four-digit GICS peer group of 2.46 percent. Therefore, the company has failed ISS's three-year average burn rate policy.
 
 
 
4
Report on Political Contributions
Against
For
 
ShrHoldr
 
5
Amend EEO Statement to Prohibit Discrimination Based on Sexual Orientation
Against
For
 
ShrHoldr
 
 
05/25/06 - A
BJ Wholesale Club, Inc *BJ* 
05548J106
04/10/06
36,517
 
1
Elect Directors
For
For
 
Mgmt
 
2
Require a Majority Vote for the Election of Directors
Against
For
 
ShrHoldr
 
 
ISS Analysis and Vote Recommendation        ISS believes that proposals seeking majority vote requirements in boardroom elections generally warrant support. Director accountability is the hallmark of good governance. The board election process must ensure that shareholders' expressions of dissatisfaction with the performance of directors have meaningful consequences. A majority vote standard transforms the director election process from a symbolic gesture to a meaningful voice for shareholders.         ISS views the current debate over the director election system in the U.S. as useful and timely and believes a variety of reform measures should be considered. On balance, we support adoption of the majority vote principle for electing directors but we believe that boards should have some latitude in designing a workable standard at this stage in the debate. If this proposal were presented as a binding agenda item, we would carefully consider the ramifications of implementation at the company. Moreover, if a company were to receive majority shareholder support on this proposal, we would look to the board to present a meaningful response to shareholders by creating a workable model for its own election system that is practical yet provides real accountability for shareholders. In response to this debate, several companies like Intel and Dell have adopted standards that give shareholders greater input in the process of director election, providing for a legal standard that keeps a newly appointed director off the board and requiring resignation in case of incumbent directors. Also, numerous companies have, as an alternative, adopted plurality system based director resignation policies.         In a December 2005 document entitled "Majority Elections: Questions and Answers on ISS 2006 Voting Policy", ISS noted that many companies have adopted director resignation policies which are intended to mitigate shareholder concerns about plurality voting standards. However, these resignation policies leave the power in the hands of the board to make a determination on the status of the director who fails to win shareholders' support. ISS' policy provides that three factors be considered when evaluating a majority voting proposal: (1) what measures the company has taken to address the director election issue; (2) why such measures provide a meaningful alternative to the majority voting standard (the burden of proof is on the board to articulate to shareholders why the alternative to a full majority-voting standard is the best structure at this time for boosting directors' accountability to shareholders); and (3) the company's governance features and history of accountability to shareholders. Note that the specific factors cited above are meant as a starting-point for formulating a policy on this issue. These elements are meant to provide boards with some broad guidance as to the 'bare minimum requirements' that directors must meet in order for ISS to even consider whether their proposed 'alternative' is equal to or better than a majority voting proposal.        The board believes that there are many impediments and complexities attached to the majority vote standard. Nevertheless, to date, ISS notes that many companies have adopted a majority voting standard.        With regard to BJ's Wholesale Club's governance features and accountability to shareholders, we note that BJ's Wholesale Club does have certain negative governance provisions. For example, under the company's certificate of incorporation, a supermajority vote of shareholders is required to amend certain provisions of the charter or bylaws, shareholders may not act by written consent, shareholders may not call special meetings, the board may amend the bylaws without shareholder approval, and the company has a classified board.        ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/24/06 - A
Black Hills Corp. *BKH* 
092113109
04/05/06
22,290
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/18/06 - A
C.H. Robinson Worldwide, Inc. *CHRW* 
12541W209
03/27/06
22,500
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 9.66 percent is within the allowable cap for this company of 9.91 percent. Additionally, this plan expressly forbids repricing.
 
 
 
 
05/04/06 - A
Cabot Oil & Gas Corp. *COG* 
127097103
03/22/06
20,310
 
1
Elect Directors
For
For
 
Mgmt
 
2
Increase Authorized Common Stock
For
For
 
Mgmt
 
 
The requested increase of 40,000,000 shares is below the allowable threshold of 80,000,000 shares. We recommend a vote FOR Item 2.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
4
Other Business
For
Against
 
Mgmt
 
 
As we cannot know the content of these issues, we do not recommend that shareholders approve this request.
 
 
 
 
05/10/06 - A
Cadence Design Systems, Inc. *CDNS* 
127387108
03/22/06
73,985
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Michael J. Fister --- For
       
 
 
We recommend a vote FOR the directors with the exception of independent outsider Lip-Bu Tan. We recommend that shareholders WITHHOLD votes from Lip-Bu Tan for sitting on more than six boards.
 
 
 
1.2
Elect Director Donald L. Lucas --- For
       
 
1.3
Elect Director Alberto Sangiovanni-Vincentelli --- For
       
 
1.4
Elect Director George M. Scalise --- For
       
 
1.5
Elect Director John B. Shoven --- For
       
 
1.6
Elect Director Roger S. Siboni --- For
       
 
1.7
Elect Director Lip-Bu Tan --- Withhold
       
 
1.8
Elect Director John A.C. Swainson --- For
       
 
2
Amend Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
3
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
06/14/06 - A
Celgene Corp. *CELG* 
151020104
04/27/06
14,400
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 11.75 percent is within the allowable cap for this company of 12.43 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/26/06 - A
Cerner Corp. *CERN* 
156782104
03/31/06
18,020
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
 
06/09/06 - A
Chesapeake Energy Corp. *CHK* 
165167107
04/17/06
35,400
 
1
Elect Directors
For
For
 
Mgmt
 
2
Increase Authorized Common Stock
For
For
 
Mgmt
 
 
The requested increase of 250,000,000 shares is below the allowable threshold of 525,000,000 shares.
 
 
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 3.73 percent is within the allowable cap for this company of 5.61 percent. Additionally, this plan expressly forbids repricing.
 
 
 
 
05/18/06 - A
Citrix Systems, Inc. *CTXS* 
177376100
03/20/06
40,021
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 8.86 percent is within the allowable cap for this company of 12.52 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
04/17/06 - A
Compass Bancshares, Inc. *CBSS* 
20449H109
03/08/06
30,680
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 7.23 percent is within the allowable cap for this company of 7.73 percent. Additionally, this plan expressly forbids repricing.
 
 
 
 
05/10/06 - A
Covance Inc. *CVD* 
222816100
03/20/06
20,721
 
1
Elect Directors
For
For
 
Mgmt
 
 
05/11/06 - A
Digitas, Inc *DTAS* 
25388K104
03/16/06
52,235
 
1
Elect Director Gregor S. Bailar
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/18/06 - A
Efunds Corporation *EFD* 
28224R101
03/31/06
51,326
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
3
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 14.43 percent is within the allowable cap for this company of 20.03 percent.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
04/26/06 - A
Energen Corp. *EGN* 
29265N108
03/03/06
32,300
 
1
Elect Directors
For
For
 
Mgmt
 
 
06/15/06 - A
Forest City Enterprises, Inc. *FCE.A* 
345550107
04/17/06
36,542
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Michael P. Esposito, Jr. --- For
       
 
 
We recommend a vote FOR the directors with the exception of insider Joan K. Shafran. We recommend that shareholders WITHHOLD votes from Joan K. Shafran for failure to establish a majority independent board.
 
 
 
1.2
Elect Director Joan K. Shafran --- Withhold
       
 
1.3
Elect Director Louis Stokes --- For
       
 
1.4
Elect Director Stan Ross --- For
       
 
2
Increase Authorized Common Stock
For
Against
 
Mgmt
 
 
The proposal for an increase in the number of authorized shares of Class A common stock falls within ISS' allowable threshold. However, as this item has to be seen in conjunction with Items 3 through 7, for which we are voting AGAINST, we suggest shareholders do not support this proposal.
 
 
 
3
Increase Authorized Common Stock
For
Against
 
Mgmt
 
 
Approving an increase in the number of authorized super-voting shares perpetuates the unequal voting rights structure. We suggest shareholders do not support this proposal.
 
 
 
4
Company Specific-Eliminate Class Voting Rights
For
Against
 
Mgmt
 
 
As the proposal is detrimental to Class A shareholders' rights, we believe it does not warrant shareholder support.
 
 
 
5
Eliminate Reference to Common Stock Preference Dividend
For
Against
 
Mgmt
 
 
As the proposal is detrimental to Class A stockholders' rights, we believe it does not warrant shareholder support.
 
 
 
6
Increase Authorized Preferred Stock
For
Against
 
Mgmt
 
 
In this case, management has not specifically stated that the shares may not be used for antitakeover purposes. When a company fails to provide a specific financing purpose for the shares, the possibility that they will be used for management entrenchment purposes outweighs any potential benefits that they would bring.
 
 
 
7
Authorize Board to Set Terms of Preferred
For
Against
 
Mgmt
 
 
In this case, management has not specifically stated that the shares may not be used for antitakeover purposes. When a company fails to provide a specific financing purpose for the shares, the possibility that they will be used for management entrenchment purposes outweighs any potential benefits that they would bring.
 
 
 
8
Modernization of the Existing Regulations in light of changes to the Ohio General Corporation Law
For
Against
 
Mgmt
 
 
The changes are common practice and some of them might allow increased efficiency in certain processes. However, as this item has to be seen in conjunction with Items 8 through 13, for which we are voting AGAINST, we suggest shareholders do not support this proposal.
 
 
 
9
Company Specific--Establishment of the size of the Board of Directors by shareholders
For
Against
 
Mgmt
 
 
Currently Class B shareholders have the same votes as Class A shareholders (one vote per share) in this issue, and the proposal would allow for ten votes per Class B share versus one vote per Class A share. As such, ISS believes shareholders should not support this proposal.
 
 
 
10
Amend Nomination Procedures for the Board
For
Against
 
Mgmt
 
 
ISS believes that a reasonable time frame for submittals would be no later than 60 days prior to the meeting. This proposal in conjunction with Item 9 would make it more difficult to challenge the current board. Because of these factors and the fact that this item has to be seen in conjunction with Items 8 through 13, for which we are voting AGAINST, we suggest shareholders do not support this proposal.
 
 
 
11
Amend Articles/Bylaws/Charter-Non-Routine
For
Against
 
Mgmt
 
 
The proposal does not affect shareholders rights. However, as this item has to be seen in conjunction with Items 8 through 13, for which we are voting AGAINST, we suggest shareholders do not support this proposal.
 
 
 
12
Amend Director and Officer Indemnification/Liability Provisions
For
Against
 
Mgmt
 
 
In the long run, this flexibility might be in shareholders' best interests. However, as this item has to be seen in conjunction with Items 8 through 13, for which we are voting AGAINST, we suggest shareholders do not support this proposal.
 
 
 
13
Company Specific-Issuance of Uncertificated Shares
For
Against
 
Mgmt
 
 
We believe the proposal warrants shareholder support as it has the potential to improve efficiency in share administration processes. However, as this item has to be seen in conjunction with Items 8 through 13, for which we are voting AGAINST, we suggest shareholders do not support this proposal.
 
 
 
14
Ratify Auditors
For
For
 
Mgmt
 
 
05/18/06 - A
General Cable Corp. *BGC* 
369300108
03/20/06
28,605
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/17/06 - A
Genuine Parts Co. *GPC* 
372460105
02/10/06
18,690
 
1
Elect Directors
For
For
 
Mgmt
 
2
Declassify the Board of Directors
For
For
 
Mgmt
 
 
ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests.
 
 
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 5.78 percent is within the allowable cap for this company of 9.71 percent. Additionally, this plan expressly forbids repricing.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
05/02/06 - A
Getty Images, Inc. *GYI* 
374276103
03/02/06
14,630
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/08/06 - A
Helix Energy Solutions Inc *HLX* 
42330P107
03/21/06
20,640
 
1
Elect Directors
For
For
 
Mgmt
 
 
06/20/06 - A
IAC/InteractiveCorp. *IACI* 
44919P300
04/26/06
50,875
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director William H. Berkman --- For
       
 
 
We recommend that shareholders vote FOR the directors with the exception of insiders Barry Diller and Victor A. Kaufman, affiliated outsiders Diane Von Furstenberg, John C. Malone and Donald A. Keough. We recommend that shareholders WITHHOLD votes from Barry Diller, Victor A. Kaufman, Diane Von Furstenberg, John C. Malone and Donald A. Keough for failure to establish an independent nominating committee.
 
 
 
1.2
Elect Director Edgar Bronfman, Jr. --- For
       
 
1.3
Elect Director Barry Diller --- Withhold
       
 
1.4
Elect Director Victor A. Kaufman --- Withhold
       
 
1.5
Elect Director Donald R. Keough --- Withhold
       
 
1.6
Elect Director Bryan Lourd --- For
       
 
1.7
Elect Director John C. Malone --- Withhold
       
 
1.8
Elect Director Arthur C. Martinez --- For
       
 
1.9
Elect Director Steven Rattner --- For
       
 
1.10
Elect Director H. Norman Schwarzkopf --- For
       
 
1.11
Elect Director Alan G. Spoon --- For
       
 
1.12
Elect Director Diane Von Furstenberg --- Withhold
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/04/06 - A
IDEX Corp. *IEX* 
45167R104
02/28/06
15,100
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/05/06 - A
IMS Health Inc. *RX* 
449934108
03/17/06
53,305
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 9.09 percent is within the allowable cap for this company of 9.89 percent. Additionally, this plan expressly forbids repricing.
 
 
 
4
Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote
Against
Against
 
ShrHoldr
 
 
Conclusion        In the case of IMS Health, we note that a formal policy regarding the adoption or extension pill has been established in response to shareholder concerns. We believe that the 12-month period is a reasonable time period to seek shareholder approval and the request of reducing it to four months appears to be unnecessary. ISS commends the company for taking this positive step towards better corporate governance by adopting this policy and terminating the company's previous poison pill.
 
 
 
 
04/20/06 - A
Inco Limited *N.* 
453258402
03/06/06
14,720
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Remuneration of Auditors
For
For
 
Mgmt
 
 
05/26/06 - A
Internet Security Systems, Inc. *ISSX* 
46060X107
04/07/06
50,736
 
1
Elect Directors
For
For
 
Mgmt
 
 
05/19/06 - A
Intuitive Surgical Inc *ISRG* 
46120E602
04/05/06
9,014
 
1
Elect Directors
For
For
 
Mgmt
 
 
04/21/06 - A
Invitrogen Corp. *IVGN* 
46185R100
02/24/06
16,765
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation.
 
 
 
4
Increase Authorized Common Stock
For
For
 
Mgmt
 
 
The requested increase of 75,000,000 shares is below the allowable threshold of 150,000,000 shares. We recommend a vote FOR Item 4.
 
 
 
 
05/09/06 - A
ITT Corp. *ITT* 
450911102
03/17/06
26,140
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Change Company Name
For
For
 
Mgmt
 
 
Because it is unlikely that the name change would have a negative financial impact on the company, ISS recommends supporting the proposal.
 
 
 
 
05/22/06 - A
Jefferies Group, Inc *JEF* 
472319102
04/03/06
24,500
 
1
Elect Directors
For
For
 
Mgmt
 
 
05/18/06 - A
Kimco Realty Corp. *KIM* 
49446R109
03/24/06
28,360
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Martin S. Kimmel --- For
       
 
 
We recommend a vote FOR the directors with the exception of insiders Milton Cooper, Michael J. Flynn, and David B. Henry, and affiliated outsiders Richard G. Dooley and Frank Lourenso. We recommend that shareholders WITHHOLD votes from Richard G. Dooley for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Frank Lourenso for standing as an affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board. Lastly, we recommend that shareholders WITHHOLD votes from Milton Cooper, Michael J. Flynn and David B. Henry for failure to establish a majority independent board.
 
 
 
1.2
Elect Director Milton Cooper --- Withhold
       
 
1.3
Elect Director Richard G. Dooley --- Withhold
       
 
1.4
Elect Director Michael J. Flynn --- Withhold
       
 
1.5
Elect Director Joe Grills --- For
       
 
1.6
Elect Director David B. Henry --- Withhold
       
 
1.7
Elect Director F. Patrick Hughes --- For
       
 
1.8
Elect Director Frank Lourenso --- Withhold
       
 
1.9
Elect Director Richard Saltzman --- For
       
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 3.41 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
4
Company-Specific -- Require Annual Disclosure of Related Party Transactions between the Company and its Senior Executive Officers or the Company and its Directors
Against
For
 
ShrHoldr
 
 
ISS supports the principle of the proposal. According to ISS' board policy, ISS considers directors who have material transactions with the company as affiliated outsiders. There is a large body of research that shows that interlocking directorships have a positive effect on company performance. The value added by interlocks appears to come from coordination of business activities, reduced transaction costs, and improved access to vital resources and information. However, if an interlocking directorship exposes a company to antitrust liability, or if there is clear evidence of self-dealing, shareholders should be concerned. In this case, the board is not majority independent by ISS standards and two affiliated outside directors sit on key committees. Therefore, ISS believes this proposal warrants shareholder support.
 
 
 
 
04/25/06 - A
L-3 Communications Holdings, Inc. *LLL* 
502424104
03/17/06
11,940
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation.
 
 
 
 
06/16/06 - A
LeapFrog Enterprises, Inc. *LF* 
52186N106
04/18/06
75,645
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Steven B. Fink --- Withhold
       
 
 
We recommend a vote FOR the directors with the exception of insider Steven B. Fink. We recommend that shareholders WITHHOLD votes from Steven B. Fink for standing as an insider on the Compensation and Nominating committees.
 
 
 
1.2
Elect Director Jeffrey G. Katz --- For
       
 
1.3
Elect Director Thomas J. Kalinske --- For
       
 
1.4
Elect Director Stanley E. Maron --- For
       
 
1.5
Elect Director E. Stanton McKee, Jr. --- For
       
 
1.6
Elect Director David C. Nagel --- For
       
 
1.7
Elect Director Ralph R. Smith --- For
       
 
1.8
Elect Director Caden Wang --- For
       
 
2
Amend Non-Employee Director Omnibus Stock Plan
For
Against
 
Mgmt
 
 
                                                    V. Vote Recommendation        In 2005, ISS implemented a modified policy in evaluating director equity plans. ISS considers the costs of equity plans including director plans and employee-based compensation plans in the binomial compensation model. If the total costs of the combined equity plans exceed the allowable cap, ISS will review the qualitative features of director compensation, taking into account (i) director stock ownership guidelines (ii) vesting schedule (iii) mix between cash and equity (iv) retirement/benefit and perquisites programs (v) quality of disclosure.        In this case, the total cost of the company's plans of 10.66 percent is above the allowable cap for this company of 10.08 percent. In reviewing the qualitative features of direct compensation of Leapfrog Enterprise, there is no disclosure of director stock ownership guidelines.
 
 
 
3
Amend Omnibus Stock Plan
For
Against
 
Mgmt
 
 
                                                    VI. Vote Recommendation        The total cost of the company's plans of 12.63 percent is above the allowable cap for this company of 10.08 percent.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
05/04/06 - A
Louisiana-Pacific Corp *LPX* 
546347105
03/06/06
24,480
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/25/06 - A
Marshall & Ilsley Corp. *MI* 
571834100
03/01/06
21,310
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 6.92 percent is within the allowable cap for this company of 7.25 percent. Additionally, this plan expressly forbids repricing.
 
 
 
4
Declassify the Board of Directors
Against
For
 
ShrHoldr
 
 
05/16/06 - PC
Massey Energy Company *MEE* 
576206106
03/20/06
23,774
   
Management Proxy (Blue Card)
       
 
1
Elect Directors
For
DoNotVote
 
Mgmt
 
2
Ratify Auditors
For
DoNotVote
 
Mgmt
 
3
Approve Omnibus Stock Plan
For
DoNotVote
 
Mgmt
 
4
Amend Articles/Bylaws/Charter-Non-Routine
For
DoNotVote
 
Mgmt
   
Dissident Proxy (White Card)
       
 
1
Elect Directors (Opposition Slate)
For
Split
 
Mgmt
 
1.1
Elect Director Daniel S. Loeb --- For
       
 
1.2
Elect Director Todd Q. Swanson --- Withhold
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Omnibus Stock Plan
Against
For
 
Mgmt
 
 
V. Vote Recommendation The total cost of the company's plans of 5.94 percent is within the allowable cap for this company of 6.44 percent. Additionally, this plan expressly forbids repricing.
 
 
 
4
Amend Articles/Bylaws/Charter-Non-Routine
For
For
 
Mgmt
 
 
ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority
 
 
 
 
05/31/06 - A
Matria Healthcare, Inc. *MATR* 
576817209
04/13/06
29,610
 
1
Elect Directors
For
For
 
Mgmt
 
 
04/27/06 - A
Media General, Inc. *MEG* 
584404107
02/16/06
22,639
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 13.24 percent is within the allowable cap for this company of 14.73 percent. Additionally, this plan expressly forbids repricing.
 
 
 
 
05/25/06 - A
MedImmune, Inc. *MEDI* 
584699102
03/31/06
21,280
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Wayne T. Hockmeyer --- For
       
 
 
We recommend a vote FOR the directors with the exception of affiliated outsider M. James Barrett. We recommend that shareholders WITHHOLD votes from M. James Barrett for standing as an affiliated outsider on the Audit and Compensation committees.
 
 
 
1.2
Elect Director David M. Mott --- For
       
 
1.3
Elect Director David Baltimore --- For
       
 
1.4
Elect Director M. James Barrett --- Withhold
       
 
1.5
Elect Director James H. Cavanaugh --- For
       
 
1.6
Elect Director Barbara Hackman Franklin --- For
       
 
1.7
Elect Director Gordon S. Macklin --- For
       
 
1.8
Elect Director George M. Milne, Jr. --- For
       
 
1.9
Elect Director Elizabeth H.S. Wyatt --- For
       
 
2
Amend Non-Employee Director Stock Option Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 9.35 percent is within the allowable cap for this company of 11.95 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/09/06 - A/S
Methanex Corp. *MX.* 
59151K108
03/13/06
32,604
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify KPMG LLP as Auditors
For
For
 
Mgmt
 
3
Authorize Board to Fix Remuneration of Auditors
For
For
 
Mgmt
 
4
Amend Stock Option Plan
For
For
 
Mgmt
 
 
Pay For Performance        ISS has recently implemented a pay-for-performance assessment, looking for correlation between CEO's pay and the company's total shareholder return. Specifically if a company has negative one- and three-year fiscal total shareholder returns, and its CEO also had an increase in total direct compensation from the prior year, it would require closer scrutiny. If more than half of the increase in total direct compensation is attributable to equity compensation, ISS may recommend a vote against an equity-based compensation plan in which the CEO participates. The assessment applies to TSX Composite Index companies that have at least three fiscal years of stock price history and have had the same CEO in place for the past two fiscal years. Methanex's total shareholder returns for the one- and three-year periods were 2% and 22% respectively. CEO, Bruce Aitken received an estimated $1,748,000 in total direct compensation in 2005, which is a decrease of 34 percent over 2004 levels.         Vote Recommendation        The total cost of the company's plans of 1.96 percent is within the allowable cap for this company of 4.72 percent. Directors are not eligible for participation under the plan; thereby eliminating any discretionary director participation issues.
 
 
 
 
05/04/06 - A
Millennium Pharmaceuticals, Inc. *MLNM* 
599902103
03/08/06
56,900
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
06/07/06 - A
Monster Worldwide, Inc. *MNST* 
611742107
04/25/06
17,390
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Report on Board Diversity
None
Against
 
ShrHoldr
 
 
We note that Monster Worldwide's board is comprised of all white males, and urge the company to seek directors from a diverse background as positions become available or if the company chooses to expand the size of its board. However, ISS believes that the policies and procedures adopted by Monster, as well as the discussion on diversity provided in its Nominating Committee Charter and on the company website substantially address many aspects of this resolution. As such, we do not recommend shareholder support for this resolution.
 
 
 
 
05/03/06 - A
Nationwide Financial Services, Inc. *NFS* 
638612101
03/06/06
34,800
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
4
Performance-Based Equity Awards
Against
For
 
ShrHoldr
 
 
The company's annual incentive program is performance driven and is primarily based on net operating earnings per diluted share, operating revenue growth, net operating return on equity, and income after capital charge. However, the lack of disclosure of the specific targets does not allow shareholders to assess the rigor of the SEIP program (note that disclosure is reasonable with respect to NVAs).         While the safe harbor rules exempt the disclosure of competitive information, companies have disclosed specific performance hurdles which executives must meet in order to profit from performance-based programs. With respect to the long-term program, standard stock options and restricted shares are not considered as performance-based compensation. A rise in the stock market can provide automatic gains without the executives exhibiting any demonstrated effort. A majority of the long-term incentives comprise stock options and restricted shares and not performance-based NVAs. ISS believes that the proponent's pay-for-superior-performance standard is feasible for the company given its line of business. The company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal.
 
 
 
 
05/11/06 - A
Norfolk Southern Corp. *NSC* 
655844108
03/06/06
26,095
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/25/06 - A
PerkinElmer Inc. *PKI* 
714046109
02/27/06
39,891
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Require a Majority Vote for the Election of Directors
Against
For
 
ShrHoldr
 
 
ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level.
 
 
 
 
05/25/06 - A
Polycom, Inc. *PLCM* 
73172K104
04/05/06
58,440
 
1
Elect Directors
For
For
 
Mgmt
 
1.1
Elect Director Robert C. Hagerty --- For
       
 
 
We recommend a vote FOR the directors.
 
 
 
1.2
Elect Director Michael R. Kourey --- For
       
 
1.3
Elect Director Betsy S. Atkins --- For
       
 
1.4
Elect Director John Seely Brown --- For
       
 
1.5
Elect Director David G. DeWalt --- For
       
 
1.6
Elect Director Durk I. Jager --- For
       
 
1.7
Elect Director John A. Kelley, Jr. --- For
       
 
1.8
Elect Director Stanley J. Meresman --- For
       
 
1.9
Elect Director William A. Owens --- For
       
 
1.10
Elect Director Kevin T. Parker --- For
       
 
1.11
Elect Director Thomas G. Stemberg --- For
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/26/06 - A
ProLogis *PLD* 
743410102
03/16/06
29,410
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director K. Dane Brooksher --- For
       
 
 
We recommend a vote FOR the directors with the exception of independent outsider William D. Zollars. We recommend that shareholders WITHHOLD votes from William D. Zollars for sitting on more than three boards while serving as a CEO.
 
 
 
1.2
Elect Director Stephen L. Feinberg --- For
       
 
1.3
Elect Director George L. Fotiades --- For
       
 
1.4
Elect Director Christine N. Garvey --- For
       
 
1.5
Elect Director Donald P. Jacobs --- For
       
 
1.6
Elect Director Walter C. Rakowich --- For
       
 
1.7
Elect Director Nelson C. Rising --- For
       
 
1.8
Elect Director Jeffrey H. Schwartz --- For
       
 
1.9
Elect Director D. Michael Steuert --- For
       
 
1.10
Elect Director J. Andre Teixeira --- For
       
 
1.11
Elect Director William D. Zollars --- Withhold
       
 
1.12
Elect Director Andrea M. Zulberti --- For
       
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 4.97 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
4
Other Business
For
Against
 
Mgmt
 
 
As we cannot know the content of these issues, we do not recommend that shareholders approve this request.
 
 
 
 
05/18/06 - A
Rayonier Inc. *RYN* 
754907103
03/20/06
35,348
 
1
Elect Directors
For
For
 
Mgmt
 
 
06/28/06 - A
Roper Industries, Inc. *ROP* 
776696106
04/29/06
24,837
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 6.85 percent is within the allowable cap for this company of 9.49 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Amend Votes Per Share of Existing Stock
For
For
 
Mgmt
 
 
ISS concurs with management and believes that the time phase voting increases the likelihood of the entrenchment of management. ISS supports the one share/one vote principle and supports this proposal.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
5
Other Business
For
Against
 
Mgmt
 
 
As we cannot know the content of these issues, we do not recommend that shareholders approve this request.
 
 
 
 
05/03/06 - A
SAFECO Corp. *SAFC* 
786429100
03/06/06
19,220
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/02/06 - A
Sigma-Aldrich Corp. *SIAL* 
826552101
03/03/06
30,440
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditor
For
For
 
Mgmt
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 6.75 percent is within the allowable cap for this company of 10.85 percent. Additionally, this plan expressly forbids repricing. The company's three-year average burn rate of 1.20 percent is also within the allowable industry burn rate cap of 2.11 percent.
 
 
 
 
05/03/06 - A
Stericycle, Inc. *SRCL* 
858912108
03/06/06
12,700
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Develop Plan to Eliminate Incineration of Medical Waste
Against
Against
 
ShrHoldr
 
 
ISS generally supports requests by shareholders for improved transparency, particularly on issues that may impact shareholder value through possible litigation or negative impacts on a company's reputation. When evaluating requests for reports, ISS considers the scope and content of the report, as well as the company's response to the proposal and existing corporate disclosure and actions to address the underlying concern.         In this case, ISS notes that the company does not have a formal EHS report; however, it does discuss issues of waste handling and disposal in some detail on the company's website. Moreover, the company has taken some steps in the development of alternative methods of disposal and committed to reducing the use of incineration as much as possible based on applicable regulations and the economic viability these alternatives. We believe that these factors are indicative of the company's ongoing evaluation of alternatives to incineration, and demonstrate a reasonable approach to the proponent's concerns. As such, we do not believe that the requested report is necessary at this time.
 
 
 
 
04/28/06 - A
Stewart Information Services Corp. *STC* 
860372101
02/28/06
14,993
 
1
Elect Directors
For
For
 
Mgmt
 
 
05/25/06 - A
Symyx Technologies, Inc. *SMMX* 
87155S108
03/27/06
38,274
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/27/06 - A
Synovus Financial Corp. *SNV* 
87161C105
02/21/06
31,620
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Richard Y. Bradley --- Withhold
       
 
 
We recommend a vote FOR the directors with the exception of affiliated outsiders Richard Y. Bradley and William B. Turner, Jr. We recommend that shareholders WITHHOLD votes from William B. Turner, Jr. for poor attendance and Richard Y. Bradley for standing as an affiliated outsider on the Nominating Committee.
 
 
 
1.2
Elect Director Frank W. Brumley --- For
       
 
1.3
Elect Director Elizabeth W. Camp --- For
       
 
1.4
Elect Director T. Michael Goodrich --- For
       
 
1.5
Elect Director John P. Illges, III --- For
       
 
1.6
Elect Director J. Neal Purcell --- For
       
 
1.7
Elect Director William B. Turner, Jr. --- Withhold
       
 
2
Declassify the Board of Directors
For
For
 
Mgmt
 
 
ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests.
 
 
 
3
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
5
Require a Majority Vote for the Election of Directors
Against
For
 
ShrHoldr
 
 
ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, the company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. In addition, the company has in place unfavorable governance provisions. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level.
 
 
 
 
05/31/06 - A
Teekay Shipping Corp. *TK* 
Y8564W103
04/07/06
35,340
   
Meeting for Holders of ADRs
       
 
1
Elect Directors
For
For
 
Mgmt
 
2
APPROVAL OF TEEKAY S AMENDED AND RESTATED ARTICLES OF INCORPORATION. CONFORM TEEKAY S ARTICLES OF INCORPORATION TO THE TERMS OF THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT.
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
04/27/06 - A
Tellabs, Inc. *TLAB* 
879664100
02/27/06
74,050
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/20/06 - A
The Black & Decker Corp. *BDK* 
091797100
02/21/06
4,814
 
1
Elect Directors
For
For
 
Mgmt
 
1.1
Elect Director N.D. Archibald --- For
       
 
 
We recommend a vote FOR the directors.
 
 
 
1.2
Elect Director N.R. Augustine --- For
       
 
1.3
Elect Director B.L. Bowles --- For
       
 
1.4
Elect Director G.W. Buckley --- For
       
 
1.5
Elect Director M.A. Burns --- For
       
 
1.6
Elect Director K.B. Clark --- For
       
 
1.7
Elect Director M.A. Fernandez --- For
       
 
1.8
Elect Director B.H. Griswold, Iv --- For
       
 
1.9
Elect Director A. Luiso --- For
       
 
1.10
Elect Director R.L. Ryan --- For
       
 
1.11
Elect Director M.H. Willes --- For
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Performance-Based and/or Time-Based Equity Awards
Against
For
 
ShrHoldr
 
 
In conclusion, the company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal.
 
 
 
 
04/24/06 - A
The Lubrizol Corp. *LZ* 
549271104
03/03/06
34,289
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
06/21/06 - A
The Mens Wearhouse, Inc. *MW* 
587118100
05/03/06
35,092
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director George Zimmer --- For
       
 
 
We recommend a vote FOR the directors with the exception of independent outsider Kathleen Mason. We recommend that shareholders WITHHOLD votes from Kathleen Mason for sitting on more than three boards.
 
 
 
1.2
Elect Director David H. Edwab --- For
       
 
1.3
Elect Director Rinaldo S. Brutoco --- For
       
 
1.4
Elect Director Michael L. Ray, Ph.D. --- For
       
 
1.5
Elect Director Sheldon I. Stein --- For
       
 
1.6
Elect Director Kathleen Mason --- Withhold
       
 
1.7
Elect Director Deepak Chopra, M.D. --- For
       
 
1.8
Elect Director William B. Sechrest --- For
       
 
 
05/05/06 - A
The Servicemaster Company *SVM* 
81760N109
03/08/06
106,593
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve/Amend Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
4
Declassify the Board of Directors
None
For
 
ShrHoldr
 
 
The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote.
 
 
 
5
Report on Toxic Substances
Against
Against
 
ShrHoldr
 
 
Therefore, ISS encourages ServiceMaster to continue to evaluate its policies related to the potential health and environmental impact of its pesticide products; however, based on its current level of disclosure and the absence of information suggesting that the company is not in compliance with current legislation related to this topic, we do not believe that shareholder support for this resolution is warranted at this time.
 
 
 
 
05/16/06 - A
The St. Joe Company *JOE* 
790148100
03/31/06
26,140
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve/Amend Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
04/26/06 - A
The Stanley Works *SWK* 
854616109
02/28/06
22,848
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Eileen S. Kraus --- Withhold
       
 
 
We recommend shareholders vote FOR Lawrence A. Zimmerman, as he is a new nominee, but WITHHOLD votes from Eileen S. Kraus for failure to implement the board declassification proposal.
 
 
 
1.2
Elect Director Lawrence A. Zimmerman --- For
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
4
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
Approval of this item would allow the company to preserve the tax deductibility of performance-based compensation under Section 162(m) paid under the 2001 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan. ISS recommends a vote FOR this proposal.
 
 
 
5
Declassify the Board of Directors
Against
For
 
ShrHoldr
 
 
The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote.
 
 
 
 
05/24/06 - A
Thermo Electron Corp. *TMO* 
883556102
03/29/06
36,230
 
1
Elect Directors
For
Withhold
 
Mgmt
 
1.1
Elect Director Peter J. Manning --- Withhold
       
 
 
We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider Jim P. Manzi, and independent outsiders Elaine S. Ullian and Peter J. Manning for failing to submit the pill to shareholder vote.
 
 
 
1.2
Elect Director Jim P. Manzi --- Withhold
       
 
1.3
Elect Director Elaine S. Ullian --- Withhold
       
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Require a Majority Vote for the Election of Directors
Against
For
 
ShrHoldr
 
 
ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. In addition, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level.
 
 
 
 
05/18/06 - A
Tiffany & Co. *TIF* 
886547108
03/24/06
34,866
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
The additional limits proposed under the plan are appropriate for the company and beneficial to shareholders. Moreover, preservation of the full deductibility under Section 162(m) of performance-based compensation paid to the company's executive officers reduces the company's corporate tax obligation.
 
 
 
 
05/18/06 - A
Trimble Navigation Ltd. *TRMB* 
896239100
03/20/06
22,440
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Steven W. Berglund --- For
       
 
 
We recommend a vote FOR the directors with the exception of affiliated outsider John B. Goodrich. We recommend that shareholders WITHHOLD votes from John B. Goodrich for standing as an affiliated outsider on the Compensation and Nominating committees.
 
 
 
1.2
Elect Director Robert S. Cooper --- For
       
 
1.3
Elect Director John B. Goodrich --- Withhold
       
 
1.4
Elect Director William Hart --- For
       
 
1.5
Elect Director Ulf J. Johansson, Ph.D. --- For
       
 
1.6
Elect Director Bradford W. Parkinson --- For
       
 
1.7
Elect Director Nickolas W. Vande Steeg --- For
       
 
2
Amend Stock Option Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 12.10 percent is within the allowable cap for this company of 18.03 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
 
ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
04/26/06 - A
Unionbancal Corp. *UB* 
908906100
03/03/06
13,620
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director Aida M. Alvarez --- For
       
 
 
We recommend a vote FOR the directors with the exception of affiliated outsider Shigemitsu Miki. We recommend that shareholders WITHHOLD votes from Shigemitsu Miki for poor attendance.
 
 
 
1.2
Elect Director David R. Andrews --- For
       
 
1.3
Elect Director L. Dale Crandall --- For
       
 
1.4
Elect Director Richard D. Farman --- For
       
 
1.5
Elect Director Stanley F. Farrar --- For
       
 
1.6
Elect Director Philip B. Flynn --- For
       
 
1.7
Elect Director Michael J. Gillfillan --- For
       
 
1.8
Elect Director Ronald L. Havner, Jr --- For
       
 
1.9
Elect Director Norimichi Kanari --- For
       
 
1.10
Elect Director Mary S. Metz --- For
       
 
1.11
Elect Director Shigemitsu Miki --- Withhold
       
 
1.12
Elect Director Takashi Morimura --- For
       
 
1.13
Elect Director J. Fernando Niebla --- For
       
 
1.14
Elect Director Masashi Oka --- For
       
 
1.15
Elect Director Tetsuo Shimura --- For
       
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
 
The additional performance criteria proposed are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility under Section 162(m) of performance-based compensation paid to the company's executive officers reduces the company's corporate tax obligation.
 
 
 
3
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
 
 
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
05/03/06 - A
Unit Corporation *UNT* 
909218109
03/06/06
17,110
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Increase Authorized Common Stock
For
For
 
Mgmt
 
 
The requested increase of 100,000,000 shares, is below the allowable threshold of 112,500,000 shares.
 
 
 
4
Increase Authorized Preferred Stock
For
Against
 
Mgmt
 
 
In this case, management has not specifically stated that the shares may not be used for antitakeover purposes. When a company fails to provide a specific financing purpose for the shares, the possibility that they will be used for management entrenchment purposes outweighs any potential benefits that they would bring. Further, the company already has preferred stock authorized and has issued none. In the absence of a more compelling reason to increase the authorization, there is no legitimate reason to do so.
 
 
 
5
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 5.34 percent is within the allowable cap for this company of 6.84 percent. Additionally, this plan expressly forbids repricing.
 
 
 
 
05/26/06 - A
VeriSign Inc *VRSN* 
92343E102
03/31/06
43,692
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 12.11 percent is within the allowable cap for this company of 12.51 percent. Additionally, this plan expressly forbids repricing.
 
 
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
04/20/06 - A
Wilmington Trust Corp. *WL* 
971807102
02/21/06
16,080
 
1
Elect Directors
For
For
 
Mgmt
 
 



Name of Fund:
Frontegra New Star International Equity Fund
     
Period:
7/1/05 - 6/30/06
       
           
           
           
United Overseas Bank
 
Shares Voted
144,000
Security
6916781
Meeting Date
11/18/05
Shares
144,000
Meeting Type
EGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Increase in Authorized Capital by the Creation of 20,000 Class A Preference Shares of $0.01 Each; 200,000 Class B Preference Shares of SGD 0.01 Each; and 40,000 Class C Preference Shares of EUR 0.01 Each; and Amend Articles of Association
 
For
For
For
2
Approve Preference Share Issue Mandate
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Shimachu Co. Ltd.
 
Shares Voted
22,800
Security
6804455
Meeting Date
11/29/05
Shares
22,800
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Allocation of Income, Including the Following Dividends: Interim JY 7.15, Final JY 8.85, Special JY 0
 
For
Against
Against
2
Amend Articles to: Authorize Share Repurchases at Board's Discretion
 
For
Against
Against
3.1
Elect Director
 
For
For
For
3.2
Elect Director
 
For
For
For
3.3
Elect Director
 
For
For
For
3.4
Elect Director
 
For
For
For
3.5
Elect Director
 
For
For
For
3.6
Elect Director
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Singapore Press Holdings Ltd.
 
Shares Voted
0
Security
B012899
Meeting Date
2/12/2005
Shares
500
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Adopt Financial Statements and Directors' and Auditors' Reports
 
For
For
 
2
Declare Final Dividend of SGD 0.08 Per Share and Special Dividend of SGD 0.078 Per Share
 
For
For
 
3
Reelect Lee Ek Tieng as Director
 
For
For
 
4a
Reelect Chan Heng Loon Alan as Director
 
For
For
 
4b
Reelect Sum Soon Lim as Director
 
For
For
 
4c
Reelect Philip N Pillai as Director
 
For
For
 
4d
Reelect Tony Tan Keng Yam as Director
 
For
For
 
5
Approve Directors' Fees of SGD 760,000 (2004: SGD 787,500)
 
For
For
 
6
Appoint Auditors and Authorize Board to Fix Their Remuneration
 
For
For
 
7
Other Business (Voting)
 
For
Against
 
8a
Approve Issuance of Shares without Preemptive Rights
 
For
For
 
8b
Approve Issuance of Shares and Grant of Options Pursuant to the Singapore Press Hldgs. Group (1999) Share Option Scheme
 
For
Against
 
8c
Authorize Share Repurchase Program
 
For
For
 
 
 
 
 
 
 
 
 
 
 
 
 
Sun Hung Kai Properties Ltd.
 
Shares Voted
193,000
Security
6859927
Meeting Date
8/12/2005
Shares
193,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Final Dividend
 
For
For
For
3a1
Reelect Li Ka-cheung, Eric as Director
 
For
For
For
3a2
Reelect Wong Yue-chim, Richard as Director
 
For
For
For
3a3
Reelect Lee Shau-kee as Director
 
For
For
For
3a4
Reelect Chan Kui-yen, Thomas as Director
 
For
For
For
3a5
Reelect Chan Kai-ming as Director
 
For
For
For
3a6
Reelect Kwong Chun as Director
 
For
For
For
3a7
Reelect Wong Yick-kam, Michael as Director
 
For
For
For
3a8
Reelect Wong Chik-wing, Mike as Director
 
For
For
For
3b
Fix the Directors' Remuneration
 
For
For
For
4
Reappoint Auditors and Authorize Board to Fix Their Remuneration
 
For
For
For
5
Approve Repurchase of Up to 10 Percent of Issued Capital
 
For
For
For
6
Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
 
For
Against
For
7
Authorize Reissuance of Repurchased Shares
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Unicredito Italiano SpA
 
Shares Voted
957,699
Security
4232445
Meeting Date
12/15/05
Shares
957,699
Meeting Type
EGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Ordinary Business
 
 
 
 
1
Fix Number of Directors on the Board; Elect Directors for 2006-2008 Period
 
For
Against
For
2
Determine Remuneration of Directors, Members of Executive Committee, Members of the Audit Committee, and Chairman of the Supervisory Committee
 
For
For
For
3
Authorization to Sell Treasury Shares
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Axa (Formerly Axa-Uap)
 
Shares Voted
134,200
Security
7088429
Meeting Date
12/16/05
Shares
134,200
Meeting Type
EGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Special Business
 
 
 
 
1
Approve Merger by Absorption of Finaxa and Capital Increase in Connection with the Merger
 
For
For
For
2
Approve Accounting Treatment of Merger
 
For
For
For
3
Approve Reduction in Share Capital
 
For
For
For
4
Assume Obligations of 2.75% 1997/2006 Convertible Bonds Issued by Finaxa
 
For
For
For
5
Assume Obligations of Stock Options Granted by Finaxa
 
For
For
For
6
Approve Dissolution of Finaxa without Liquidation
 
For
For
For
7
Amend Articles to Reflect Changes in Capital
 
For
For
For
8
Authorize Issuance of Convertible Bonds to Holders of Finaxa 3% 1998/2007 Bonds Convertible Into Axa Shares
 
 
 
 
9
Reserve Convertible Bonds Issuance to Holders of Finaxa 3% 1998/2007 Bonds
 
 
 
 
10
Approve Capital Increase Reserved for Employees Participating in Savings-Related Share Purchase Plan
 
Against
Against
Against
11
Authorize Filing of Required Documents/Other Formalities
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Orica Ltd. (formerly ICI Australia)
 
Shares Voted
188,000
Security
6458001
Meeting Date
01/24/06
Shares
188,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Receive Financial Statements and Statutory Reports
 
 
 
 
2.1
Elect Michael Beckett as Director
 
For
For
For
2.2
Elect Peter Kirby as Director
 
For
For
For
2.3
Elect Noel Meehan as Director
 
For
For
For
3
Approve Remuneration of Directors in the Amount of A$1.8 Million
 
For
For
For
4
Approve Remuneration Report
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
COSMOTE MOBILE TELECOMMUNICATIONS SA
 
Shares Voted
79,800
Security
4499013
Meeting Date
01/27/06
Shares
79,800
Meeting Type
EGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Amend Stock Option Plan Re: Allow Executives of Company's Foreign Subsidiaries to Participate in Plan
 
For
For
For
2
Amend Rules of Remuneration of Company Executives and Managing Director
 
For
For
For
3
Approve Liability and Indemnification of Directors and Managing Director
 
For
For
For
4
Approve Real Estate Transaction
 
For
For
For
5
Approve Derivative Contracts with OTE plc
 
For
For
For
6
Harmonize Article 5 par. 1 of Company Articles with Dec. 20, 2005, Board of Directors Decision Re: Increase in Share Capital
 
For
For
For
7
Other Business
 
For
Against
Against
 
 
 
 
 
 
 
 
 
 
 
 
Allianz AG (formerly Allianz Holding AG)
 
Shares Voted
28,900
Security
5231485
Meeting Date
8/2/2006
Shares
28,900
Meeting Type
EGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Merger by Absorption of Riunione Adriatica di Sicurta SpA; Approve Change of Corporate Form to Societas Europea (SE)
 
For
For
For
2
Issue 25.1 Million Shares in Connection with Merger by Merger by Absorption of RIUNIONE ADRIATICA DI SICURTA Societa per Azioni
 
For
For
For
3
Approve Creation of EUR 450 Million Pool of Conditional Capital with Preemptive Rights
 
For
For
For
4
Approve Employee Stock Purchase Plan
 
For
For
For
5
Approve Issuance of Convertible Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 10 Billion with Preemptive Rights; Approve Creation of EUR 250 Million Pool of Conditional Capital to Guarantee Conversion Rights
 
For
For
For
6
Authorize Repurchase of up to Five Percent of Issued Share Capital for Trading Purposes
 
For
For
For
7
Authorize Repurchase of up to 10 Percent of Issued Share Capital for Purposes other than Trading
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Mobile Telesystems OJSC
 
Shares Voted
75,200
Security
2603225
Meeting Date
02/22/06
Shares
75,200
Meeting Type
EGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve EGM Procedures
 
For
For
For
2
Approve Merger Agreement with OAO Gorizont-RT (Wholly Owned Subsidiary)
 
For
For
For
3
Approve Merger Agreement with ZAO Uraltel (Wholly Owned Subsidiary)
 
For
For
For
4
Approve Merger Agreement with ZAO DVSS-900 (Wholly Owned Subsidiary)
 
For
For
For
5
Approve Merger Agreement with ZAO SSS-900 (Wholly Owned Subsidiary)
 
For
For
For
6
Approve Merger Agreement with OAO Taif-Telcom (Wholly Owned Subsidiary)
 
For
For
For
7
Approve Merger Agreement with ZAO TSS (Wholly Owned Subsidiary)
 
For
For
For
8
Approve Merger Agreement with ZAO SibChelendzh (Wholly Owned Subsidiary)
 
For
For
For
9
Approve Merger Agreement with ZAO BMT (Wholly Owned Subsidiary)
 
For
For
For
10
Approve Merger Agreement with MTS-RTK (Wholly Owned Subsidiary)
 
For
For
For
11
Amend Charter Re: Merger Agreements with Subsidiaries
 
For
For
For
12
Approve Regulations on President
 
For
For
For
13
Approve Regulations on General Meetings
 
For
For
For
14
Amend Regulations on Board of Directors
 
For
For
For
15
Approve Related-Party Transaction with ING Bank N.V., Raifeisenbank, Citibank International Plc, and Other Banks Re: Bank Guarantees for CJSC Ukrainskaya Mobilnaya Svyaz in Amount of up to $200 Million
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Dr. Reddy's Laboratories
 
Shares Voted
0
Security
 
Meeting Date
02/27/06
Shares
25,500
Meeting Type
Consent
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Meeting for Holders of ADRs
 
 
 
 
1
ORDINARY RESOLUTION UNDER SECTION 293(1)(D) OF THE COMPANIES ACT, 1956 FOR ENHANCING THE BORROWING LIMITS OF THE BOARD
 
For
Against
 
2
ORDINARY RESOLUTION UNDER SECTION 293(1)(A) OF THE COMPANIES ACT, 1956 FOR CREATION FOR MORTGAGE/CHARGES
 
For
Against
 
3
SPECIAL RESOLUTION UNDER SECTION 372A OF THE COMPANIES ACT, 1956 FOR GIVING LOANS/ CORPORATE GUARANTEES/MAKING INVESTMENTS IN EXCESS OF LIMITS PRESCRIBED UNDER SAID SECTION
 
For
For
 
4
SPECIAL RESOLUTION UNDER SECTION 81(1A) FOR ISSUE OF SECURITIES
 
For
For
 
 
 
 
 
 
 
 
 
 
 
 
 
Samsung Electronics Co. Ltd.
 
Shares Voted
8,470
Security
4942818
Meeting Date
02/28/06
Shares
8,470
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Meeting for Holders of ADRs
 
 
 
 
1
APPROVAL OF THE BALANCE SHEET, INCOME STATEMENT AND STATEMENT OF APPROPRIATION OF RETAINED EARNINGS FOR THE 37TH FISCAL YEAR (FROM JANUARY 1, 2005 TO DECEMBER 31, 2005), AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH.
 
For
For
For
2
APPROVAL OF THE APPOINTMENT OF DIRECTORS: (A) INDEPENDENT DIRECTORS: GWI-HO CHUNG, JAE-SUNG HWANG, OH SOO PARK, CHAE-WOONG LEE AND DONG-MIN YOON.
 
For
For
For
3
APPROVAL OF THE APPOINTMENT OF DIRECTORS: (B) EXECUTIVE DIRECTORS: KUN-HEE LEE, JONG-YONG YUN, YOON-WOO LEE AND DOH-SEOK CHOI
 
For
For
For
4
APPROVAL OF THE APPOINTMENT OF DIRECTORS: (C) AUDIT COMMITTEE: JAE-SUNG HWANG AND CHAE-WOONG LEE.
 
For
For
For
5
APPROVAL OF THE COMPENSATION CEILING FOR THE DIRECTORS, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH.
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Novartis AG
 
Shares Voted
150,198
Security
7103065
Meeting Date
02/28/06
Shares
150,198
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Share Re-registration Consent
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Novartis AG
 
Shares Voted
150,198
Security
7103065
Meeting Date
02/28/06
Shares
150,198
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Discharge of Board and Senior Management
 
For
For
For
3
Approve Allocation of Income and Dividends of CHF 1.15 per Share
 
For
For
For
4
Approve CHF 5.1 Million Reduction in Share Capital
 
For
For
For
5
Amend Articles to Remove 12-Year Term Limit for Board Members
 
For
For
For
6.1
Accept Retirement of Helmut Sihler as Director
 
For
For
For
6.2.a
Reelect Srikant Datar as Director
 
For
For
For
6.2.b
Reelect William George as Director
 
For
For
For
6.2.c
Reelect Wendelin Wiedeking as Director
 
For
For
For
6.2.d
Reelect Rolf Zinkernagel as Director
 
For
For
For
6.3
Elect Andreas von Planta as Director
 
For
For
For
7
Ratify PricewaterhouseCoopers AG as Auditors
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Danske Bank AS (Formerly Den Danske Bank)
 
Shares Voted
114,493
Security
4588825
Meeting Date
03/14/06
Shares
114,493
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Financial Statements; Approve Discharge of Management and Board; Approve Allocation of Income and Dividends of DKK 10 Per Share
 
For
For
For
2
Amend Articles Re: Reduce Board Term of Directors From Four to Two Years; Reduce Range of Shareholder-Elected Board Members (6-10); Removal of Article Concerning Director Election
 
For
For
For
3
Reelect Sten Scheibye, Birgit Aagaard-Svendsen, Alf Duch-Pedersen, Henning Christophersen, and Claus Vastrup to the Supervisory Board
 
For
For
For
4
Reappoint Grant Thornton and KPMG C. Jespersen as Auditors
 
For
For
For
5
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
6
Amend Articles Re: Delete Secondary Name; Extend Authorisations to Increase Share Capital to March 1, 2011; Allow Electronic Publishing of Meeting Notice; Remove Clause Concerning Discharge of Directors
 
For
Against
For
 
Shareholder Proposal
 
 
 
 
7
Shareholder Proposal Re: Danske Bank As Place of Depository
 
 
Against
 
 
 
 
 
 
 
 
 
 
 
 
 
Banco Bilbao Vizcaya Argentaria
 
Shares Voted
249,010
Security
5501906
Meeting Date
03/18/06
Shares
249,010
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Individual and Consolidated Financial Statements and Statutory Reports for Fiscal Ended 12-31-05, Allocation of Income and Distribution of Dividends, and Discharge Directors
 
For
For
For
2
Fix Number of Directors
 
 
 
 
2.1
Appoint Tomas Alfaro Drake as Director
 
For
For
For
2.2
Relect Juan Carlos Alvarez Mezquiriz to Management Board
 
For
For
For
2.3
Relect Carlos Loring Martinez de Irujo to Management Board
 
For
For
For
2.4
Reelect Susana Rodriguez Vidarte to Management Board
 
For
For
For
3
Authorize Issuance of Non-Convertible Securities up to Aggregate Nominal Amount of EUR 105 Million
 
For
For
For
4
Authorize Repurchase of Shares by Company and/or Subsidiaries; Approve Capital Reduction Via Amortization of Shares
 
For
For
For
5
Reelect Deloitte & Touche Espana S.L. as Auditors for 2006
 
For
For
For
6
Approve Stock Compensation Plan for Executive Directors, including Executives Members of the Board, and Members of the Management Committee
 
For
For
For
7
Amend Article 53 of ByLaws Re: Include the Possibility to Compensate Board Members with Stock or Stock Options In Connection to the Value of the Shares
 
For
For
For
8
Approve Non-Executive Director Deferred Stock Compensation
 
For
For
For
9
Authorize Board to Ratify and Execute Approved Resolutions
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
ASML Holding NV (Formerly ASM Lithography Hldg)
 
Shares Voted
191,260
Security
5949368
Meeting Date
03/23/06
Shares
191,260
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Open Meeting
 
 
 
 
2
Overview of Company's Business and Financial Situation
 
 
 
 
3
Approve Financial Statements and Statutory Reports
 
For
For
For
4
Approve Discharge of Management Board
 
For
For
For
5
Approve Discharge of Supervisory Board
 
For
For
For
6
Receive Explanation on Company's Reserves and Dividend Policy
 
 
 
 
7
Amend Articles Re: Cancel Priority Shares; Extend Term for Record Date
 
For
For
For
8
Approve Remuneration Report Containing Remuneration Policy for Management Board Members
 
For
For
For
9A
Approve Performance Stock Arrangement for Management Board
 
For
For
For
9B
Approve Performance Stock Option Arrangement for Management Board
 
For
For
For
9C
Approve Number of Stock Options Available for ASML Employee Stock Option Arrangements and Authorize Management Board to Issue Stock Options Pursuant to These Arrangements
 
For
For
For
9D
Authorize Management Board to Issue 22,000 Sign-on Stock and 22,000 Sign-on Stock Options to K.P. Fuchs
 
For
For
For
10
Receive Notification of Appointment of K.P. Fuchs to Management Board
 
 
 
 
11
Reelect J.A. Dekker to Supervisory Board
 
For
For
For
12
Receive Announcement That H. Bodt will Retire by Rotation in 2007
 
 
 
 
13A
Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital without Preemptive Rights
 
For
For
For
13B
Authorize Board to Exclude Preemptive Rights from Issuance Under Item 13A
 
For
For
For
13C
Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital in Case of Takeover/Merger and Restricting/Excluding Preemptive Rights
 
For
For
For
13D
Authorize Board to Exclude Preemptive Rights from Issuance Under Item 13C
 
For
For
For
14
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
15
Other Business (Non-Voting)
 
 
 
 
16
Close Meeting
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mobile Telesystems OJSC
 
Shares Voted
75,200
Security
2603225
Meeting Date
03/28/06
Shares
75,200
Meeting Type
EGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Ordinary Business
 
 
 
 
1
Approve EGM Procedures
 
For
For
For
 
Shareholder Proposals
 
 
 
 
2
Shareholder Proposal: Approve Early Termination of Powers of Board of Directors
 
For
For
For
 
Shareholder Proposal: Elect Seven Directors by Cumulative Voting
 
 
 
 
3.1
Shareholder Proposal: Elect Alexey Buyanov as Director
 
For
Withhold
Abstain
3.2
Shareholder Proposal: Elect Alexandr Gorbunov as Director
 
For
Withhold
Abstain
3.3
Shareholder Proposal: Elect Vladimir Lagutin as Director
 
For
Withhold
Abstain
3.4
Shareholder Proposal: Elect Peter Middleton as Director
 
For
For
For
3.5
Shareholder Proposal: Elect Helmut Reuschenbach as Director
 
For
For
For
3.6
Shareholder Proposal: Elect Vasily Sidorov as Director
 
For
Withhold
Abstain
3.7
Shareholder Proposal: Elect Sergey Schebetov as Director
 
For
Withhold
Abstain
 
 
 
 
 
 
 
 
 
 
 
 
Securitas AB
 
Shares Voted
187,300
Security
5554041
Meeting Date
3/4/2006
Shares
187,300
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Open Meeting
 
 
 
 
2
Elect Melker Schoerling as Chairman of Meeting
 
For
For
For
3
Prepare and Approve List of Shareholders
 
For
For
For
4
Approve Agenda of Meeting
 
For
For
For
5
Designate Inspector or Shareholder Representative(s) of Minutes of Meeting
 
For
For
For
6
Acknowledge Proper Convening of Meeting
 
For
For
For
7
Receive President's Report Including Summary of Board's Proposal to Issue Dividends and List Three Specialized Security Companies
 
 
 
 
8
Receive Financial Statements and Statutory Reports; Receive Board's Report on Activities of the Board, Including Activities of Remuneration and Audit Committees and Remuneration Policy
 
 
 
 
9.1
Approve Financial Statements and Statutory Reports
 
For
For
For
9.2
Approve Allocation of Income and Dividends of SEK 3.50 Per Share
 
For
For
For
9.3
Approve April 6, 2006 as Record Date for Dividends
 
For
For
For
9.4
Approve Discharge of Board and President
 
For
For
For
10
Determine Number of Members (10) and Deputy Members (0) of Board
 
For
For
For
11
Approve Remuneration of Directors in the Aggregate Amount of SEK 4.7 Million for Board and Committee Work
 
For
For
For
12
Reelect Thomas Berglund, Annika Falkengren, Carl Douglas, Gustaf Douglas, Berthold Lindqvist, Fredrik Palmstierna, Melker Schoerling (Chairman), Stuart Graham, and Sofia Schoerling as Directors; Elect Marie Ehrling as New Director
 
For
Against
Against
13
Reelect Gustaf Douglas (Chairman), Melker Schoerling, Marianne Nilsson, and Annika Andersson as Members of Nominating Committee
 
For
For
For
14
Amend Articles Re: Various Changes to Comply with New Swedish Companies Act
 
For
For
For
15
Close Meeting
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Woodside Petroleum Ltd.
 
Shares Voted
22,283
Security
6979728
Meeting Date
11/4/2006
Shares
22,283
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Receive the Financial Report of the Company and the Reports of the Directors and Auditor for the Year Ended Dec. 31, 2005
 
 
 
 
2a
Elect Jillian Rosemary Broadbent as Director
 
For
For
For
2b
Elect Erich Fraunschiel as Director
 
For
For
For
2c
Elect Pierre Jean-Marie Henri Jungels as Director
 
For
For
For
2d
Elect Ashton Trevor Calvert as Director
 
For
For
For
2e
Elect David Ian McEvoy as Director
 
For
For
For
2f
Elect Michael Alfred Chaney as Director
 
For
For
For
2g
Elect Russell Ronald Caplan as Director
 
For
For
For
3
Adopt the Remuneration Report for the Year Ended Dec. 31, 2005
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Alpha Bank (formerly Alpha Credit Bank )
 
Shares Voted
147,780
Security
4235864
Meeting Date
04/18/06
Shares
147,780
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Discharge of Board and Auditors
 
For
For
For
3
Approve Auditors and Authorize Board to Fix Their Remuneration
 
For
For
For
4
Approve Remuneration of Directors
 
For
For
For
5
Approve Accounting Treatment of Absorption of Delta Singular SA
 
For
For
For
6
Approve Discharge of Board and Auditors of Delta Singular SA
 
For
For
For
7
Authorize Share Repurchase Program
 
For
For
For
8
Issue and Allocate New Shares Following Capitalization of Reserves and Decrease of Par Value; Amend Articles Accordingly
 
For
For
For
9
Amend Articles Re: Codification
 
For
For
For
10
Allow Board to Issue 100 Percent of the Issued Capital Without the Preapproval of the General Meeting
 
For
Against
Against
11
Elect Independent Directors
 
For
Against
Against
12
Approve Stock Option Plan and Amend the Present One
 
For
Against
Against
13
Authorize Board and Managers of the Company to Participate in Boards and Management of Similar Companies
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Great Eastern Holdings Ltd. (frm. Great East.Life Assu)
 
Shares Voted
274,000
Security
6235000
Meeting Date
04/18/06
Shares
274,000
Meeting Type
EGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Amend Articles of Association
 
For
For
For
2
Approve Preference Share Issue Mandate
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Great Eastern Holdings Ltd. (frm. Great East.Life Assu)
 
Shares Voted
274,000
Security
6235000
Meeting Date
04/18/06
Shares
274,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Adopt Financial Statements and Directors' and Auditors' Reports
 
For
For
For
2
Declare Final Dividend of SGD 0.20 Per Share and Special Dividend of SGD 0.18 Per Share
 
For
For
For
3a1
Reelect Michael Wong Pakshong as Director
 
For
For
For
3a2
Reelect Lee Seng Wee as Director
 
For
For
For
3a3
Reelect Shaw Vee Meng as Director
 
For
For
For
3b1
Reelect Ho Tian Yee as Director
 
For
For
For
3b2
Reelect Tan Sri Dato' Lin See-Yan as Director
 
For
For
For
3b3
Reelect Neo Boon Siong as Director
 
For
For
For
3c
Reelect Lee Chien Shih as Director
 
For
For
For
4
Approve Directors' Fees of SGD 914,900 (2004: SGD 634,000)
 
For
For
For
5
Reappoint Ernst & Young as Auditors and Authorize Board to Fix Their Remuneration
 
For
For
For
6
Approve Issuance of Shares without Preemptive Rights
 
For
For
For
7
Approve Issuance of Shares and Grant of Options Pursuant to the Great Eastern Holdings Executives' Share Option Scheme
 
For
Against
Against
 
 
 
 
 
 
 
 
 
 
 
 
UBS AG
 
Shares Voted
46,932
Security
7126114
Meeting Date
04/19/06
Shares
46,932
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Share Re-registration Consent
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
UBS AG
 
Shares Voted
46,932
Security
7126114
Meeting Date
04/19/06
Shares
46,932
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Allocation of Income and Dividends of CHF 3.20 per Share
 
For
For
For
3
Approve Discharge of Board and Senior Management
 
For
For
For
4.1.1
Reelect Rolf Meyer as Director
 
For
For
For
4.1.2
Reelect Ernesto Bertarelli as Director
 
For
For
For
4.2.1
Elect Gabrielle Kaufmann-Kohler as Director
 
For
For
For
4.2.2
Elect Joerg Wolle as Director
 
For
For
For
4.3
Ratify Ernst & Young Ltd. as Auditors
 
For
For
For
4.4
Ratify BDO Visura as Special Auditors
 
For
For
For
5.1
Approve CHF 29.7 Million Reduction in Share Capital via Cancellation of Repurchased Shares
 
For
For
For
5.2
Authorize Repurchase of Issued Share Capital
 
For
For
For
5.3
Approve Reduction in Share Capital via Capital Repayment of CHF 0.60 per Share
 
For
For
For
5.4
Approve 2:1 Stock Split
 
For
For
For
5.5.1
Amend Articles to Reflect Changes in Capital
 
For
For
For
5.5.2
Amend Articles Re: Capital Holding Requirement for Submitting Shareholder Proposals
 
For
For
For
6
Approve Creation of CHF 15 Million Pool of Capital without Preemptive Rights to Service Existing Stock Option Plan
 
For
Against
For
 
 
 
 
 
 
 
 
 
 
 
 
UBS AG
 
Shares Voted
46,932
Security
7126114
Meeting Date
04/19/06
Shares
46,932
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Meeting for Holders of ADRs
 
 
 
 
1
ANNUAL REPORT, GROUP AND PARENT COMPANY ACCOUNTS FOR FINANCIAL YEAR 2005 REPORTS OF THE GROUP AND STATUTORY AUDITORS
 
For
For
For
2
APPROPRIATION OF RETAINED EARNINGS DIVIDEND FOR FINANCIAL YEAR 2005
 
For
For
For
3
DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVE BOARD
 
For
For
For
4
RE-ELECTION OF BOARD MEMBER: ROLF A. MEYER
 
For
For
For
5
RE-ELECTION OF BOARD MEMBER: ERNESTO BERTARELLI
 
For
For
For
6
ELECTION OF NEW BOARD MEMBER: GABRIELLE KAUFMANN-KOHLER
 
For
For
For
7
ELECTION OF NEW BOARD MEMBER: JOERG WOLLE
 
For
For
For
8
ELECTION OF THE GROUP AND STATUTORY AUDITORS
 
For
For
For
9
ELECTION OF THE SPECIAL AUDITORS
 
For
For
For
10
CANCELLATION OF SHARES REPURCHASED UNDER THE 2005/2006 SHARE BUYBACK PROGRAM
 
For
For
For
11
APPROVAL OF NEW SHARE BUYBACK PROGRAM FOR 2006/2007
 
For
For
For
12
ONE-TIME PAYOUT IN THE FORM OF A PAR VALUE REPAYMENT
 
For
For
For
13
SHARE SPLIT
 
For
For
For
14
AMENDMENTS TO ARTICLE 4 PARA. 1 AND ARTICLE 4A OF THE ARTICLES OF ASSOCIATION
 
For
For
For
15
REDUCTION OF THE THRESHOLD VALUE FOR AGENDA ITEM REQUESTS (ARTICLE 12 PARA. 1 OF THE ARTICLES OF ASSOCIATION)
 
For
For
For
16
CREATION OF CONDITIONAL CAPITAL, APPROVAL OF ARTICLE 4A PARA. 2 OF THE ARTICLES OF ASSOCIATION
 
For
Against
Against
 
 
 
 
 
 
 
 
 
 
 
 
Zurich Financial Services AG
 
Shares Voted
19,638
Security
5983816
Meeting Date
04/20/06
Shares
19,638
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Share Re-registration Consent
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Vivendi Universal SA (Formerly Vivendi)
 
Shares Voted
143,219
Security
4834777
Meeting Date
04/20/06
Shares
143,219
Meeting Type
MIX
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Special Business
 
 
 
 
1
Change Company Name to Vivendi and Amend Bylaws Accordingly
 
For
For
For
 
Ordinary Business
 
 
 
 
2
Approve Financial Statements and Statutory Reports
 
For
For
For
3
Accept Consolidated Financial Statements and Statutory Reports
 
For
For
For
4
Approve Special Auditors' Report Regarding Related-Party Transactions
 
For
Against
Against
5
Approve Allocation of Income and Dividends of EUR 1 per Share
 
For
For
For
6
Reelect Fernando Falco y Fernandez de Cordova as Supervisory Board Member
 
For
For
For
7
Reelect Gabriel Hawawini as Supervisory Board Member
 
For
For
For
8
Ratify Barbier Frinault & Autres as Auditor
 
For
For
For
9
Ratify Auditex as Alternate Auditor
 
For
For
For
10
Authorize Share Repurchase Program of Up to Ten Percent of Issued Share Capital
 
For
For
For
 
Special Business
 
 
 
 
11
Approve Reduction in Share Capital via Cancellation of Repurchased Shares
 
For
For
For
12
Authorize Filling of Required Documents/Other Formalities
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Zurich Financial Services AG
 
Shares Voted
19,638
Security
5983816
Meeting Date
04/20/06
Shares
19,638
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Allocation of Income and Dividends of CHF 4.60 per Share
 
For
For
For
3
Approve CHF 345.6 Million Reduction in Share Capital; Approve Capital Repayment of CHF 2.40 per Share
 
For
For
For
4
Renew Existing Pool of Capital for Further Two Years
 
For
For
For
5
Amend Articles Re: Board Responsibilities and Board Committees
 
For
For
For
6
Approve Discharge of Board and Senior Management
 
For
For
For
7.1.1
Elect Don Nicolaisen as Director
 
For
For
For
7.1.2
Elect Fred Kindle as Director
 
For
For
For
7.1.3
Elect Tom de Swaan as Director
 
For
For
For
7.1.4
Reelect Thomas Escher as Director
 
For
For
For
7.1.5
Reelect Philippe Pidoux as Director
 
For
For
For
7.1.6
Reelect Vernon Sankey as Director
 
For
For
For
7.2
Ratify PricewaterhouseCoopers Ltd. as Auditors
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Advanced Info Service PCL
 
Shares Voted
#####
Security
6412591
Meeting Date
04/24/06
Shares
#####
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Open Meeting
 
For
For
For
2
Approve Minutes of Previous AGM
 
For
For
For
3
Accept 2005 Operation Results
 
For
For
For
4
Accept Financial Statements and Statutory Reports
 
For
For
For
5
Approve Allocation of Income and Payment of Final Dividend of Baht 3.3 Per Share
 
For
For
For
6
Approve Auditors and Authorize Board to Fix Their Remuneration
 
For
For
For
7
Reelect Arun Churdboonchart, Boonklee Plangsiri, and Somprasong Boonyachai as Directors, Increase Board Size, and Approve Names and Number of Directors Who Have Signing Authority
 
For
For
For
8
Approve Remuneration of Directors
 
For
For
 
9
Approve Issuance of 10.14 Million Warrants to Directors and Employees of the Company Under the Employee Stock Option Plan Grant V (ESOP Grant V)
 
For
For
 
10
Approve Allocation of 10.14 Million New Ordinary Shares Pursuant to the ESOP Grant V
 
For
For
 
11
Approve Issuance of Warrants Under the ESOP Grant V to Directors and Employees that are Allocated with More Than 5 Percent of the Total Number of Warrants Issued
 
For
For
 
12
Approve Allocation of 615,800 Additional Ordinary Shares Pursuant to the Employee Stock Option Plan Grant 1, 2, 3, and 4
 
For
For
For
13
Other Business
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
ING Groep NV
 
Shares Voted
134,300
Security
7154182
Meeting Date
04/25/06
Shares
134,300
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Opening and Approval of the Webcasting of This Present Meeting and Subsequent Shareholders' Meetings
 
For
For
For
2a
Receive Report of Executive and Supervisory Board
 
 
 
 
2b
Discussion on Profit Retention and Distribution Policy
 
 
 
 
3a
Approve Financial Statements and Statutory Reports
 
For
For
For
3b
Approve Allocation of Income and Dividends of EUR 1.18 per Share
 
For
For
For
4a
Approve Discharge of Executive Board
 
For
For
For
4b
Approve Discharge of Supervisory Board
 
For
For
For
5
Discussion on Company's Corporate Governance Structure
 
 
 
 
6a
Elect Dick Harryvan to Management Board
 
For
For
For
6b
Elect Tom McInerney to Management Board
 
For
For
For
6c
Elect Hans van der Noordaa to Management Board
 
For
For
For
6d
Elect Jacques de Vaucleroy to Management Board
 
For
For
For
7a
Reelect Cor Herkstroter to Supervisory Board
 
For
For
For
7b
Reelect Karel Vuursteen to Supervisory Board
 
For
For
For
7c
Elect Piet Klaver to Supervisory Board
 
For
For
For
8
Approve Stock Option Grants and Performance Shares for the Members of Executive Board
 
For
For
For
9
Approve Amendment Pension Scheme of the Executive Board
 
For
For
For
10
Approve Remuneration of Supervisory Board
 
For
For
For
11a
Grant Board Authority to Issue 220 Million Ordinary Shares Restricting/Excluding Preemptive Rights (Plus 220 Million Ordinary Shares in Connection with Merger)
 
For
For
For
11b
Grant Board Authority to Issue 10 Million Preference B Shares in Connection with Conversion of ING Perpetuals III
 
For
For
For
12a
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
12b
Authorize Repurchase of 24,051,039 Depositary Receipts for Preference A Shares
 
For
For
For
12c
Authorize Repurchase Preference A Shares or Depositary Receipts for Preference A Shares
 
For
For
For
13
Approve Cancellation of Preference A shares Which are Held by ING Groep N.V.
 
For
For
For
14a
Approval of the English language as the Official Language of the Annual Report with Effect From the 2006 Report
 
For
For
For
14b
Approval of the English Language as the Official Language as of the 2007 Shareholders' Meeting
 
For
For
For
15
Other Business (Non-Voting)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Akzo-Nobel Nv
 
Shares Voted
51,863
Security
5458314
Meeting Date
04/25/06
Shares
51,863
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Open Meeting
 
 
 
 
2
Receive Report of Management Board
 
 
 
 
3a
Approve Financial Statements and Statutory Reports
 
For
For
For
3b
Approve Dividends of EUR 1.20 Per Share
 
For
For
For
4a
Approve Discharge of Management Board
 
For
For
For
4b
Approve Discharge of Supervisory Board
 
For
For
For
5
Elect L.R. Hughes and A. Burgmans as Director; Reelect K. Vuursteen and A. Merieux to Supervisory Board
 
For
For
For
6
Approve Remuneration of Supervisory Board
 
For
For
For
7
Amend Remuneration Policy for Management Board Members
 
For
For
For
8
Determination of Maximum Number of Shares Available for Long-Term Incentive Plans
 
For
For
For
9a
Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger
 
For
For
For
9b
Authorize Board to Exclude Preemptive Rights from Issuance Under Item 9a
 
For
For
For
10
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
11
Other Business (Non-Voting)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bouygues SA
 
Shares Voted
95,611
Security
4002121
Meeting Date
04/26/06
Shares
95,611
Meeting Type
EGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Meeting For Holders of Voting Certificates
 
 
 
 
1
Approve Conversion of Voting Certificates into Ordinary Shares
 
For
For
For
2
Authorize Filling of Required Documents/Other Formalities
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Wolters Kluwer Nv
 
Shares Voted
222,405
Security
5671519
Meeting Date
04/26/06
Shares
222,405
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Open Meeting
 
 
 
 
2a
Receive Report of Management Board
 
 
 
 
2b
Receive Report of Supervisory Board
 
 
 
 
3a
Approve Financial Statements and Statutory Report
 
For
For
For
3b
Approve Dividends of EUR 0.55 Per Share in Cash or in the Form of Ordinary Shares
 
For
For
For
4a
Approve Discharge of Management Board
 
For
For
For
4b
Approve Discharge of Supervisory Board
 
For
For
For
5
Amend Articles Re: Terminate the Administration of Shares
 
For
For
For
6a
Reelect A. Baan to Supervisory Board
 
For
For
For
6b
Elect S.B. James to Supervisory Board
 
For
For
For
7a
Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger
 
For
For
For
7b
Authorize Board to Exclude Preemptive Rights from Issuance Under Item 7a
 
For
For
For
8
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
9
Proposal that English be Designated as the Official Language of the Annual Report and the Financial Statements
 
For
For
For
10
Other Business (Non-Voting)
 
 
 
 
11
Close Meeting
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Celesio AG (formerly Gehe AG)
 
Shares Voted
23,086
Security
5105182
Meeting Date
04/27/06
Shares
23,086
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Management Proposals
 
 
 
 
1
Receive Financial Statements and Statutory Reports
 
 
 
 
2
Approve Allocation of Income and an Ordinary Dividends of EUR 1.35 and a Special Dividens of EUR 0.05 per Share
 
For
For
For
3
Approve Discharge of Management Board for Fiscal 2005
 
For
For
For
4
Approve Discharge of Supervisory Board for Fiscal 2005
 
For
For
For
5
Elect Eckhard Cordes to the Supervisory Board
 
For
For
For
6
Ratify PricewaterhouseCoopers AG as Auditors for Fiscal 2006
 
For
For
For
7.a
Approve 2:1 Stock Split
 
For
For
For
7.b
Convert Form of Securities
 
For
For
For
7.c
Amend Articles to Reflect Changes in Capital
 
For
For
For
8
Amend Articles Re: Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance)
 
For
For
For
9
Approve Affiliation Agreements with Subsidiary Admenta Deutschland GmbH
 
For
For
For
 
Shareholder Proposals Submitted by Franz Haniel & Cie. GmbH
 
 
 
 
10
Authorize Management Board Not to Disclose Individualized Remuneration of its Members
 
For
Against
For
 
 
 
 
 
 
 
 
 
 
 
 
Bouygues SA
 
Shares Voted
95,611
Security
4002121
Meeting Date
04/27/06
Shares
95,611
Meeting Type
MIX
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Ordinary Business
 
 
 
 
1
Approve Financial Statements and Discharge Directors
 
For
For
For
2
Accept Consolidated Financial Statements and Statutory Reports
 
For
For
For
3
Approve Allocation of Income and Dividends of EUR 0.90 per Share or Investment Certificate
 
For
For
For
4
Approve Accounting Transfer from Special Long-Term Capital Gains Reserve Account to Other Reserves Account
 
For
For
For
5
Approve Special Auditors' Report Regarding Related-Party Transactions
 
For
Against
Against
6
Ratify Appointment of Patricia Barbizet as Director
 
For
Against
Against
7
Ratify Appointment of Francois-Jean-Henri Pinault as Director
 
For
Against
Against
8
Reelect Martin Bouygues as Director
 
For
For
For
9
Reelect Monique Bouygues as Director
 
For
Against
Against
10
Reelect Georges Chodron de Courcel as Director
 
For
Against
Against
11
Elect Francois Bertiere as Director
 
For
Against
Against
12
Change Location of Registered Office
 
For
For
For
13
Authorize Repurchase of Up to Ten Percent of Issued Share Capital or Investment Certificates
 
For
For
For
14
Approve Issuance of Free Warrants without Preemptive Rights Up to an Aggregate Nominal Amount of EUR 150 Million During a Takeover
 
For
Against
Against
 
Special Business
 
 
 
 
15
Approve Conversion of Investment Certificates and Voting Certificates into Ordinary Shares Pursuant to Approval of Conversion of Investment Certificates and Voting Certificates into Ordinary Shares by Special Meeting for Holders of Voting Certificates
 
For
For
For
16
Authorize Board to Increase Capital During Takeover
 
For
Against
Against
17
Approve Issuance of Free Warrants without Preemptive Rights Up to an Aggregate Nominal Amount of EUR 150 Million During a Takeover
 
For
Against
Against
18
Approve Reduction in Share Capital via Cancellation of Repurchased Shares
 
For
For
For
19
Approve Issuance of Preference Shares without Voting Rights Up to an Aggregate Nominal Amount of EUR 10 Million
 
For
Against
Against
20
Amend Articles of Association Re: Term of Mandate for Censors
 
For
For
For
21
Authorize Filling of Required Documents/Other Formalities
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Astrazeneca Plc (Formerly Zeneca Plc)
 
Shares Voted
36,920
Security
989529
Meeting Date
04/27/06
Shares
36,920
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve First Interim Dividend of USD 0.38 (21.9 pence, SEK2.99)Per Ordinary Share and to Confirm a Final Dividend of USD 0.92 (51.8 Pence, SEK7.02) Per Ordinary Share
 
For
For
For
3
Reappoint KPMG Audit Plc as Auditors of the Company
 
For
For
For
4
Authorise Board to Fix Remuneration of Auditors
 
For
For
For
5a
Re-elect Louis Schweitzer as Director
 
For
For
For
5b
Re-elect Hakan Mogren as Director
 
For
For
For
5c
Elect David Brennan as Director
 
For
For
For
5d
Re-elect Jonathan Symonds as Director
 
For
For
For
5e
Elect John Patterson as Director
 
For
For
For
5f
Re-elect Sir Peter Bonfield as Director
 
For
For
For
5g
Re-elect John Buchanan as Director
 
For
For
For
5h
Re-elect Jane Henney as Director
 
For
For
For
5i
Re-elect Michele Hooper as Director
 
For
For
For
5j
Re-elect Joe Jimenez as Director
 
For
For
For
5k
Re-elect Erna Moller as Director
 
For
For
For
5l
Re-elect Marcus Wallenberg as Director
 
For
For
For
5m
Elect Darne Rothwell as Director
 
For
For
For
6
Approve Remuneration Report
 
For
For
For
7
Approve EU Political Donations and Incur EU Political Expenditure up to USD 150,000
 
For
For
For
8
Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 131,364,668
 
For
For
For
9
Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 19,704,700
 
For
For
For
10
Authorise Ten Percent of the Company's Issued Share Capital for Market Purchase
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Barclays Plc
 
Shares Voted
461,000
Security
3134865
Meeting Date
04/27/06
Shares
461,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Remuneration Report
 
For
For
For
3
Elect Fulvio Conti as Director
 
For
For
For
4
Elect Danie Cronje as Director
 
For
For
For
5
Elect Robert Diamond Jr. as Director
 
For
For
For
6
Elect Robert Steel as Director
 
For
For
For
7
Elect John Sunderland as Director
 
For
For
For
8
Re-elect Dame Dawson as Director
 
For
For
For
9
Re-elect Sir Richard Broadbent as Director
 
For
For
For
10
Re-elect Gary Hoffman as Director
 
For
For
For
11
Re-elect Naguib Kheraj as Director
 
For
For
For
12
Re-elect Sir Nigel Rudd as Director Nigel Rudd as Director
 
For
For
For
13
Reappoint PricewaterhouseCoopers LLP as Auditors of the Company
 
For
For
For
14
Authorize Board to Fix Remuneration of Auditors
 
For
For
For
15
Authorise the Company to make EU Political Organisation Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000
 
For
For
For
16
Authorise Barclays Bank plc to make EU Political Organisation Donations up to GBP 100,000 and Incur EU Political Expenditure up to GBP 100,000
 
For
For
For
17
Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 541,215,604
 
For
For
For
18
Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 81,182,340
 
For
For
For
19
Authorise 968,600,000 Ordinary Shares for Market Purchase
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Scottish & Newcastle PLC
 
Shares Voted
276,000
Security
783969
Meeting Date
04/27/06
Shares
276,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Remuneration Report
 
For
For
For
3
Approve Final Dividend of 14.09 Pence Per Ordinary Share
 
For
For
For
4
Re-elect Tony Froggatt as Director
 
For
For
For
5
Re-elect Sir Angus Grossart as Director
 
For
For
For
6
Re-elect John Nicolson as Director
 
For
For
For
7
Re-elect Sir Brian Stewart as Director
 
For
For
For
8
Elect Phillip Bowman as Director
 
For
For
For
9
Re-elect Ian McAllister as Director
 
For
For
For
10
Reappoint Ernst & Young LLP as Auditors of the Company
 
For
For
For
11
Authorise Board to Fix Remuneration of Auditors
 
For
For
For
12
Approve the Scottish & Newcastle Global Share Plan
 
For
For
For
13
Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 34,000,000
 
For
For
For
14
Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 8,900,000
 
For
For
For
15
Authorise 89,000,000 Ordinary Shares for Market Purchase
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Orkla A/S
 
Shares Voted
5,949
Security
5459715
Meeting Date
04/27/06
Shares
5,949
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 7.50 per Share
 
For
For
For
2
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
3
Approve Creation of NOK 90 Million Pool of Conditional Capital without Preemptive Rights
 
For
Against
Against
4
Receive Information on Remuneration Policy And Other Terms of Employment For Executive Management
 
 
 
 
5
Reelect Pettersson and Waersted as Members of Corporate Assembly; Elect Ruzicka, Windfeldt, Gudefin, Svarva, Mejdell, and Blystad as New Members of Corporate Assembly; Elect Bjoern and Brautaset as Deputy Members of Corporate Assembly
 
For
For
For
6
Reelect Elisabeth Grieg, Idar Kreutzer, and Leiv Askvig as Members of Nominating Committee; Elect Olaug Svarva as New Member of Nominating Committee
 
For
For
For
7
Approve Remuneration of Members of Nominating Committee
 
For
For
For
8
Approve Remuneration of Auditors
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
United Overseas Bank
 
Shares Voted
305,000
Security
6916781
Meeting Date
04/27/06
Shares
305,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Adopt Financial Statements and Directors' and Auditors' Reports
 
For
For
For
2
Declare Final Dividend of SGD 0.40 Per Share
 
For
For
For
3
Approve Directors' Fees of SGD 760,000 (2004: SGD 600,000)
 
For
For
For
4
Reappoint Ernst & Young as Auditors and Authorize Board to Fix Their Remuneration
 
For
For
For
5
Reelect Cham Tao Soon as Director
 
For
For
For
6
Reelect Philip Yeo Liat Kok as Director
 
For
For
For
7
Reelect Michael Lien Jown Leam as Director
 
For
For
For
8
Reelect Wee Chow Yaw as Director
 
For
Against
Against
9
Reelect Lim Pin as Director
 
For
For
For
10
Approve Issuance of Shares without Preemptive Rights
 
For
For
For
11
Approve Issuance of Preference Shares
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
United Overseas Bank
 
Shares Voted
305,000
Security
6916781
Meeting Date
04/27/06
Shares
305,000
Meeting Type
EGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Amend Articles of Association
 
For
For
For
2
Authorize Share Repurchase Program
 
For
For
For
3
Approve Preference Share Issue Mandate
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Sekisui House Ltd.
 
Shares Voted
189,000
Security
6793906
Meeting Date
04/27/06
Shares
189,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Allocation of Income, Including the Following Dividends: Interim JY 10, Final JY 10, Special JY 0
 
For
For
For
2.1
Elect Director
 
For
For
For
2.2
Elect Director
 
For
For
For
2.3
Elect Director
 
For
For
For
2.4
Elect Director
 
For
For
For
2.5
Elect Director
 
For
For
For
2.6
Elect Director
 
For
For
For
2.7
Elect Director
 
For
For
For
2.8
Elect Director
 
For
For
For
2.9
Elect Director
 
For
For
For
2.1
Elect Director
 
For
For
For
2.11
Elect Director
 
For
For
For
2.12
Elect Director
 
For
For
For
3.1
Appoint Internal Statutory Auditor
 
For
For
For
3.2
Appoint Internal Statutory Auditor
 
For
Against
Against
4
Approve Retirement Bonuses for Directors and Statutory Auditors and Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System
 
For
Against
Against
5
Approve Deep Discount Stock Option Plan
 
For
For
For
6
Approve Adjustment to Aggregate Compensation Ceiling for Statutory Auditors
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Technip (Formerly Technip-Coflexip)
 
Shares Voted
40,027
Security
4874160
Meeting Date
04/28/06
Shares
40,027
Meeting Type
MIX
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Ordinary Business
 
 
 
 
1
Approve Financial Statements and Statutory Reports
 
For
For
For
2
Approve Allocation of Income and Dividends of EUR 0.92 per Share
 
For
For
For
3
Accept Consolidated Financial Statements and Statutory Reports
 
For
For
For
4
Approve Special Auditors' Report Regarding Related-Party Transactions
 
For
For
For
5
Approve Discharge of Board and President
 
For
For
For
6
Approve Remuneration of Directors in the Aggregate Amount of EUR 300,000
 
For
For
For
7
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
 
Special Business
 
 
 
 
8
Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 15,000,000
 
For
For
For
9
Authorize Board to Increase Capital in the Event of Demand Exceeding Amounts Submitted to Shareholder Vote Above or Approved by Shareholders in Item 2 of General Meeting Held on April 29, 2005
 
For
For
For
10
Authorize up to One Percent of Issued Capital for Use in Restricted Stock Plan
 
For
Against
Against
11
Approve/Amend Employee Savings-Related Share Purchase Plan
 
For
For
For
 
Ordinary Business and Special Business
 
 
 
 
12
Authorize Filling of Required Documents/Other Formalities
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
OTP Bank RT
 
Shares Voted
17,341
Security
4678704
Meeting Date
04/28/06
Shares
17,341
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Board of Directors Report on Company's 2005 Business Operations; Approve Financial Statements (Non-consolidated and Consolidated); Approve Allocation of Income
 
For
For
For
2
Accept Supervisory Board Report
 
For
For
For
3
Accept Auditor Report
 
For
For
For
4
Accept Board of Directors Report on Company's Business Policy in 2006
 
For
For
For
5
Approve Auditor and Fix Their Remuneration
 
For
For
For
6
Elect Board of Directors
 
For
For
For
7
Approve Remuneration of Board of Directors and Supervisory Board
 
For
For
For
8
Approve Incentive Program for Management for Years 2006 to 2010
 
For
Against
Against
9
Amend Articles of Association
 
For
Against
Against
10
Authorize Share Repurchase Program
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Carrefour S.A.
 
Shares Voted
97,300
Security
5641567
Meeting Date
2/5/2006
Shares
97,300
Meeting Type
MIX
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Ordinary Business
 
 
 
 
1
Approve Financial Statements and Discharge Management Board
 
For
For
For
2
Accept Consolidated Financial Statements and Statutory Reports
 
For
For
For
3
Approve Allocation of Income and Dividends of EUR 1 per Share
 
For
For
For
4
Authorize Repurchase of Up to Three Percent of Issued Share Capital
 
For
For
For
 
Special Business
 
 
 
 
5
Approve Reduction in Share Capital via Cancellation of Repurchased Shares
 
For
For
For
6
Approve Employee Savings-Related Share Purchase Plan
 
For
For
For
7
Amend Articles of Association in order to Reflect Legal Changes
 
For
For
For
8
Change Location of Registered Office
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
WESTFIELD GROUP
 
Shares Voted
182,000
Security
B01BTX7
Meeting Date
2/5/2006
Shares
182,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Receive Financial Statements and Statutory Reports
 
 
 
 
2
Approve Remuneration Report
 
For
For
For
3
Elect David Gonski as Director
 
For
For
For
4
Elect Stephen P Johns as Director
 
For
For
For
5
Elect Steven M Lowy as Director
 
For
For
For
6
Elect Carla M Zampatti as Director
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Alpha Bank (formerly Alpha Credit Bank )
 
Shares Voted
147,780
Security
4235864
Meeting Date
2/5/2006
Shares
147,780
Meeting Type
EGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Amend Articles and Codification
 
For
Against
Against
2
Allow Board to Issue 100 Percent of the Issued Capital without the Preapproval of the General Meeting
 
For
Against
Against
3
Approve Stock Option Plan and Amend Existing One
 
For
Against
Against
 
 
 
 
 
 
 
 
 
 
 
 
Allianz AG (formerly Allianz Holding AG)
 
Shares Voted
28,900
Security
5231485
Meeting Date
3/5/2006
Shares
28,900
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Receive Financial Statements and Statutory Reports for Fiscal 2005
 
 
 
 
2
Approve Allocation of Income and Dividends of EUR 2.00 per Share
 
For
For
For
3
Approve Discharge of Management Board for Fiscal 2005
 
For
For
For
4
Approve Discharge of Supervisory Board for Fiscal 2005
 
For
For
For
5
Approve Affiliation Agreement with Subsidiary Allianz Alternative Assets Holding GmbH
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
ROLLS-ROYCE GROUP PLC
 
Shares Voted
752,000
Security
3283648
Meeting Date
3/5/2006
Shares
752,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Remuneration Report
 
For
For
For
3
Elect Colin Smith as Director
 
For
For
For
4
Re-elect Peter Byrom as Director
 
For
For
For
5
Re-elect Sir John Rose as Director
 
For
For
For
6
Re-elect Ian Strachan as Director
 
For
For
For
7
Re-elect Carl Symon as Director
 
For
For
For
8
Reappoint KPMG Audit plc as Auditors and Authorise the Board to Determine Their Remuneration
 
For
For
For
9
Authorize Capitalization of Reserves up to GBP 200,000,000 for Bonus Issue; Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 200,000,000
 
For
For
For
10
Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 119,988,226
 
For
For
For
11
Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 17,998,233
 
For
For
For
12
Authorise 176,956,928 Ordinary Shares for Market Purchase
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
E.ON AG (formerly Veba Ag)
 
Shares Voted
61,577
Security
4942904
Meeting Date
4/5/2006
Shares
61,577
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Receive Financial Statements and Statutory Reports
 
 
 
 
2
Approve Allocation of Income and an Ordinary Dividends of EUR 2.75 per Share and Bonus Dividend of EUR 4.25 per Share
 
For
For
For
3
Approve Discharge of Management Board for Fiscal 2005
 
For
For
For
4
Approve Discharge of Supervisory Board for Fiscal 2005
 
For
For
For
5
Authorize Share Repurchase Program and Reissuance of Repurchased Shares
 
For
For
For
6
Approve Affiliation Agreements with Subsidiary E.ON Zwoelfte Verwaltungs GmbH
 
For
For
For
7
Approve Affiliation Agreements with Subsidiary E.ON Dreizehnte Verwaltungs GmbH
 
For
For
For
8
Amend Articles Re: Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance)
 
For
For
For
9
Ratify PricewaterhouseCoopers AG as Auditors for Fiscal 2006
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Rio Tinto Ltd. (Formerly Cra Ltd.)
 
Shares Voted
90,556
Security
6220103
Meeting Date
4/5/2006
Shares
90,556
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Buy Backs by the Company of Its Fully Paid Ordinary Shares Under Off-Market Buy Back Tenders and On-market Over the 12 Months, Provided That the Number Bought Back Under This Authority Does Not Exceed 28.5 Million Shares
 
For
For
For
2
Approve the Renewal of the Company's Authority to Buy Back Up to All the Ordinary Shares Held by Tinto Holdings Australia Pty Ltd
 
For
For
For
3
Approve Proposed Amendments Related to the 'Change of Control' Provisions in the Company's Constitution and in the Rio Tinto Plc Articles of Association, and to the 'Borrowing Powers' Provision in the Rio Tinto Plc Articles of Association
 
For
Against
For
4
Elect Tom Albanese as Director
 
For
For
For
5
Elect Rod Eddington as Director
 
For
For
For
6
Elect David Clementi as Director
 
For
For
For
7
Elect Leigh Clifford as Director
 
For
For
For
8
Elect Andrew Gould as Director
 
For
For
For
9
Elect David Mayhew as Director
 
For
For
For
10
Approve the Appointment of PricewaterhouseCoopers LLP as Auditors and Authorize the Audit Committee to Determine the Auditors' Remuneration
 
For
For
For
11
Approve the Remuneration Report for the Year Ended Dec. 31, 2005
 
For
For
For
12
Accept Financial Statements and Statutory Reports
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Axa (Formerly Axa-Uap)
 
Shares Voted
164,200
Security
7088429
Meeting Date
4/5/2006
Shares
164,200
Meeting Type
MIX
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Ordinary Business
 
 
 
 
1
Approve Financial Statements and Statutory Reports
 
For
For
For
2
Accept Consolidated Financial Statements and Statutory Reports
 
For
For
For
3
Approve Allocation of Income and Dividends of EUR 0.88 per Share
 
For
For
For
4
Approve Special Auditors' Report Regarding Related-Party Transactions
 
For
For
For
5
Election of Norbert Dentressangle as Supervisory Board Member
 
For
For
For
6
Ratify PricewaterhouseCoopers Audit as Auditor
 
For
For
For
7
Ratify Patrick Frotiee as Alternate Auditor
 
For
For
For
8
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
 
Special Business
 
 
 
 
9
Approve Reduction in Share Capital via Cancellation of Repurchased Shares
 
For
For
For
10
Authorize Filling of Required Documents/Other Formalities
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Standard Chartered PLC
 
Shares Voted
192,000
Security
408284
Meeting Date
4/5/2006
Shares
192,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Final Dividend of 45.06 US Cents Per Ordinary Share
 
For
For
For
3
Approve Remuneration Report
 
For
For
For
4
Re-elect Mervyn Davies as Director
 
For
For
For
5
Re-elect Mike DeNoma as Director
 
For
For
For
6
Re-elect Peter Sands as Director
 
For
For
For
7
Re-elect Sir CK Chow as Director
 
For
For
For
8
Re-elect Rudy Markham as Director
 
For
For
For
9
Re-elect Hugh Norton as Director
 
For
For
For
10
Re-elect Bryan Sanderson as Director
 
For
For
For
11
Reappoint KPMG Audit Plc as Auditors of the Company
 
For
For
For
12
Authorize Board to Fix Remuneration of Auditors
 
For
For
For
13
Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 219,978,312 (Relevant Securities, Scrip Dividend Schemes and Exchangeable Securities); and Otherwise up to USD 131,986,987
 
For
For
For
14
Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount Equal to the Company's Share Capital Repurchased by the Company Pursuant to Resolution 16
 
For
For
For
15
Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 32,996,746
 
For
For
For
16
Authorise the Company 131,986,987 Ordinary Shares for Market Purchase
 
For
For
For
17
Authorise 328,388 Dollar Preference Shares and 195,285,000 Sterling Preference Shares for Market Purchase
 
For
For
For
18
Authorise the Company to Make Donations to EU Political Organization Donation up to GBP 100,000 and to Incur EU Political Ependiture up to GBP 100,000
 
For
For
For
19
Authorise Standard Chartered Bank to Make EU Political Organization Donations up to GBP 100,000 and to Incur EU Political Ependiture up to GBP 100,000
 
For
For
For
20
Amend Standard Chartered 2001 Performance Share Plan
 
For
For
For
21
Approve Standard Chartered 2006 Resticted Share Scheme
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
BAE Systems PLC
 
Shares Voted
#####
Security
263494
Meeting Date
4/5/2006
Shares
#####
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Remuneration Report
 
For
For
For
3
Approve Final Dividend of 6.3 Pence Per Ordinary Share
 
For
For
For
4
Re-elect Susan Birley as Director
 
For
For
For
5
Re-elect Christopher Geoghegan as Director
 
For
For
For
6
Re-elect Michael Lester as Director
 
For
For
For
7
Elect Philip Carroll as Director
 
For
For
For
8
Elect Roberto Quarta as Director
 
For
For
For
9
Elect Peter Weinberg as Director
 
For
For
For
10
Reappoint KPMG Audit Plc as Auditors of the Company
 
For
For
For
11
Authorise Board to Fix Remuneration of Auditors
 
For
For
For
12
Approve Bae Systems Performance Share Plan 2006
 
For
For
For
13
Approve Bae Systems Share Matching Plan
 
For
For
For
14
Authorise the Company to Make EU Political Organisations Donations and Incur EU Political Expenditure up to GBP 100,000
 
For
For
For
15
Authorise BAE Systems Marine Limited to Make EU Political Organisations Donations and Incur EU Political Expenditure up to GBP 100,000
 
For
For
For
16
Authorise BAE Systems (Operations) Limited to Make EU Political Organisations Donations and Incur EU Political Expenditure up to GBP 100,000
 
For
For
For
17
Authorise BAE Systems Land Systems (Munitions and Ordnance) Ltd. to Make EU Political Organisations Donations and Incur EU Political Expenditure up to GBP 100,000
 
For
For
For
18
Authorise BAE Systems Land Systems (Weapons and Vehicles) Ltd. to Make EU Political Organisations Donations and Incur EU Political Expenditure up to GBP 100,000
 
For
For
For
19
Authorise Land Systems Hagglunds AB to Make EU Political Organisations Donations and Incur EU Political Expenditure up to GBP 100,000
 
For
For
For
20
Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 26,829,626
 
For
For
For
21
Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 4,024,846
 
For
For
For
22
Authorise 321,987,720 Ordinary Shares for Market Purchase
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Suez SA(Formerly Suez Lyonnaise Des Eaux)
 
Shares Voted
116,000
Security
7118047
Meeting Date
5/5/2006
Shares
116,000
Meeting Type
MIX
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Ordinary Business
 
 
 
 
1
Approve Financial Statements and Statutory Reports
 
For
For
For
2
Approve Consolidated Financial Statements and Statutory Reports
 
For
For
For
3
Approve Allocation of Income and Dividends of EUR 1 per Share
 
For
For
For
4
Approve Special Auditors' Report Regarding Related-Party Transactions
 
For
Against
Against
5
Reelect Jean-Jacque Salane as Director
 
For
Against
Against
6
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
 
Special Business
 
 
 
 
7
Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million
 
For
For
For
8
Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million
 
For
For
For
9
Authorize Board to Set Issue Price for 10 Percent of Issued Capital Pursuant to Issue Authority without Preemptive Rights
 
For
Against
Against
10
Approve Issuance of Free Warrants up to an Aggregate Nominal
 
For
Against
Against
11
Approve Issuance of Securities Convertible into Debt up to an Aggregate Amount of EUR 5 Billions
 
For
For
For
12
Approve Employee Savings-Related Share Purchase Plan
 
For
For
For
13
Approve Issuance of up to 15 Million Shares to Spring Multiple 2006 SCA in Connection with Share Purchase Plan for Employees of International Subsidiaries
 
For
For
For
14
Approve Reduction in Share Capital via Cancellation of Repurchased Shares
 
For
For
For
15
Amend Articles of Association Re: Shareholding Disclosure Threshold
 
For
Against
Against
16
Authorize Filling of Required Documents/Other Formalities
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
SAP AG
 
Shares Voted
26,300
Security
4846288
Meeting Date
9/5/2006
Shares
26,300
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Receive Financial Statements and Statutory Reports
 
 
 
 
2
Approve Allocation of Income and Dividends of EUR 1.45 per Share
 
For
For
For
3
Approve Discharge of Management Board for Fiscal Year 2005
 
For
For
For
4
Approve Discharge of Supervisory Board for Fiscal Year 2005
 
For
For
For
5
Ratify KPMG Deutsche Treuhand-Gesellschaft AG as Auditors for Fiscal Year 2006
 
For
For
For
6
Approve EUR 950 Million Capitalization of Reserves
 
For
For
For
7
Amend Articles Re: Supervisory Board Remuneration
 
For
For
For
8a
Approve Creation of EUR 180 Million Pool of Capital with Preemptive Rights (Conditional Capital Ia)
 
For
For
For
8b
Approve Creation of EUR 180 Million Pool of Capital without Preemptive Rights (Conditional Capital IIa)
 
For
For
For
9
Authorize Share Repurchase Program and Reissuance of Repurchased Shares
 
For
For
For
10
Authorize Use of Financial Derivatives Method When Repurchasing Shares
 
For
Against
For
11a
Approve Issuance of Convertible Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 5 Billion with Preemptive Rights; Approve Creation of EUR 25 Million Pool of Capital to Guarantee Conversion Rights (Conditional Capital IV)
 
For
For
For
11b
Approve Issuance of Convertible Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 5 Million with Preemptive Rights; Approve Creation of EUR 75 Million Pool of Capital to Guarantee Conversion Rights (Conditional Capital IVa)
 
For
For
For
11b
Approve Affiliation Agreements with Subsidiaries
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Fresenius Medical Care AG
 
Shares Voted
22,300
Security
5129074
Meeting Date
9/5/2006
Shares
22,300
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Receive Financial Statements and Statutory Reports for Fiscal 2005; Accept Financial Statements and Statutory Reports for Fiscal 2005
 
For
For
For
2
Approve Allocation of Income and Dividends of EUR 1.23 per Common Share and EUR 1.29 per Preference Share
 
For
For
For
3
Approve Discharge of Management Board for Fiscal 2005
 
For
For
For
4
Approve Discharge of Supervisory Board for Fiscal 2005
 
For
For
For
5a
Elect Gerd Krick to the Supervisory Board
 
For
For
For
5b
Elect Dieter Schenk to the Supervisory Board
 
For
For
For
5c
Elect Bernd Fahrholz to the Supervisory Board
 
For
For
For
5d
Elect Walter Weisman to the Supervisory Board
 
For
For
For
5e
Elect John Kringel to the Supervisory Board
 
For
For
For
5f
Elect William Johnston to the Supervisory Board
 
For
For
For
6
Ratify KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft as Auditors for Fiscal 2006
 
For
For
For
7
Approve Stock Option Plan for Key Employees; Approve Creation of EUR 12.8 million Pool of Conditional Capital to Guarantee Conversion Rights
 
For
For
For
8
Amend Employee Stock Purchase Plan
 
For
For
For
9
Amend Articles Re: Setup of Joint Committee; Rules of Procedure of the Supervisory Board; Audit and Corporate Governance Committee
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
STATOIL ASA
 
Shares Voted
236,000
Security
7133608
Meeting Date
10/5/2006
Shares
236,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Open Meeting
 
 
 
 
2
Registration of Attending Shareholders and Proxies
 
For
For
For
3
Elect Chairman of Meeting
 
For
For
For
4
Designate Representative to Co-Sign Minutes of Meeting Together With Chairman of Meeting
 
For
For
For
5
Approve Notice of Meeting and Agenda
 
For
For
For
6
Approve Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 8.20 per Share
 
For
For
For
7
Approve Remuneration of Auditors
 
For
For
For
8
Elect Members (8) and Deputy Members (3) of Corporate Assembly
 
For
For
For
9
Approve Remuneration of Members of Corporate Assembly
 
For
For
For
10
Amend Articles Re: Update Instructions and Define Election Procedures for Nominating Committee to Reflect Norwegian Corporate Governance Code
 
For
For
For
11
Elect Members of Nominating Committee
 
For
For
For
12
Approve Remuneration of Members of Nominating Committee
 
For
For
For
13
Approve NOK 58.6 Million Reduction in Share Capital via Share Cancellation
 
For
For
For
14
Authorize Share Repurchase Program and Cancellation of Repurchased Shares
 
For
For
For
15
Authorize Repurchase of Issued Shares up to NOK 10 Million Nominal Value for Employee Share Investment Plan
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Aviva Plc
 
Shares Voted
422,000
Security
216238
Meeting Date
10/5/2006
Shares
422,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Final Dividend of 17.44 Pence Per Ordinary Share
 
For
For
For
3
Elect Mary Francis as Director
 
For
For
For
4
Re-elect Richard Harvey as Director
 
For
For
For
5
Re-elect Carole Piwnica as Director
 
For
For
For
6
Re-elect Philip Scott as Director
 
For
For
For
7
Re-elect Patrick Snowball as Director
 
For
For
For
8
Re-elect Derek Stevens as Director
 
For
For
For
9
Re-elect Andre Villeneuve as Director
 
For
For
For
10
Reappoint Ernst & Young LLP as Auditors of the Company
 
For
For
For
11
Authorise Board to Fix Remuneration of Auditors
 
For
For
For
12
Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 150,000,000
 
For
For
For
13
Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 29,000,000
 
For
For
For
14
Approve Remuneration Report
 
For
For
For
15
Approve Inc. in Auth. Cap. from GBP 1,450,000,000 to GBP 1,950,000,000 and EUR 700,000,000; Auth. Issue of Equity without Pre-emptive Rights up to the New Pref. Shares; and Amend Articles of Association
 
For
For
For
16
Authorise 239,000,000 Ordinary Shares for Market Purchase
 
For
For
For
17
Authorise 100,000,000 8 3/4 Percent Preference Shares for Market Purchase
 
For
For
For
18
Authorise 100,000,000 8 3/8 Percent Preference Shares for Market Purchase
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Cap Gemini SA
 
Shares Voted
97,896
Security
4163437
Meeting Date
11/5/2006
Shares
97,896
Meeting Type
MIX
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Ordinary Business
 
 
 
 
1
Approve Financial Statements and Discharge Directors
 
For
For
For
2
Accept Consolidated Financial Statements and Statutory Reports
 
For
For
For
3
Approve Special Auditors' Report Regarding Related-Party Transactions
 
For
For
For
4
Approve Standard Accounting Transfers
 
For
For
For
5
Approve Allocation of Income and Dividends of EUR 0.50 per Share
 
For
For
For
 
Special Business
 
 
 
 
6
Amend Articles of Association Re: Reduce Director Term Limit from Six to Four Years
 
For
For
For
7
Amend Articles of Association Re: Reduce Censor Term from 6 to 2 Years
 
For
For
For
 
Ordinary Business
 
 
 
 
8
Reelect Yann Delabriere as Director
 
For
For
For
9
Reelect Jean-Rene Fourtou as Director
 
For
For
For
10
Reelect Paul Hermelin as Director
 
For
For
For
11
Reelect Michel Jalabert as Director
 
For
For
For
12
Reelect Serge Kampf as Director
 
For
For
Against
13
Reelect Phil Laskawy as Director
 
For
For
For
14
Reelect Ruud van Ommeren as Director
 
For
For
For
15
Reelect Terry Ozan as Director
 
For
For
Against
16
Reelect Bruno Roger as Director
 
For
For
Against
17
Reappoint Pierre Hessler as Censor
 
For
For
For
18
Reappoint Geoff Unwin as Censor
 
For
For
For
19
Approve Remuneration of Directors in the Aggregate Amount of EUR 700,000
 
For
For
Against
20
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
 
Special Business
 
 
 
 
21
Approve Reduction in Share Capital via Cancellation of Repurchased Shares
 
For
For
For
22
Authorize Capitalization of Reserves of Up to EUR 1.5 Billion for Bonus Issue or Increase in Par Value
 
For
For
For
23
Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 450 Million
 
For
For
For
24
Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million
 
For
For
For
25
Authorize Board to Increase Capital in the Event of Demand Exceeding Amounts Submitted to Shareholder Vote Above
 
For
For
For
26
Authorize Capital Increase of Up to 10 percent for Future Exchange Offers
 
For
For
For
27
Set Global Limit for Capital Increase to Result from All Issuance Requests at EUR 450 Million
 
For
For
For
28
Approve Employee Savings-Related Share Purchase Plan
 
For
For
For
29
Amend Articles of Association to Reflect Changes in French Legislation Re: Attend Board Meetings by Way of Videoconference and of Telecommunication
 
For
For
For
30
Authorize Filling of Required Documents/Other Formalities
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Fortis SA/NV
 
Shares Voted
176,200
Security
7266139
Meeting Date
11/5/2006
Shares
176,200
Meeting Type
EGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Open Meeting
 
 
 
 
2.1
Receive Special Report on Authorized Capital
 
 
 
 
2.2
Approve the Creation of a New Authorized Capital with Exclusion of Preemptive Rights and the Possibility of Using during a Takeover
 
For
Against
Against
3.1
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
3.2
Authorize Alienation of the Repurchased Shares
 
For
For
For
4
Close Meeting
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total SA (Formerly Total Fina Elf S.A )
 
Shares Voted
47,544
Security
4905413
Meeting Date
12/5/2006
Shares
47,544
Meeting Type
MIX
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Ordinary Business
 
 
 
 
1
Approve Financial Statements and Statutory Reports
 
For
For
For
2
Accept Consolidated Financial Statements and Statutory Reports
 
For
For
For
3
Approve Allocation of Income and Dividends of EUR 6.48 per Share
 
For
For
For
4
Approve Accounting Transfer from Special Long-Term Capital Gains Reserve Account to Other Reserves Account
 
For
For
For
5
Approve Special Auditors' Report Regarding Related-Party Transactions
 
For
For
For
6
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
7
Reelect Anne Lauvergeon as Director
 
For
For
For
8
Reelect Daniel Bouton as Director
 
For
Against
Against
9
Reelect Bertrand Collomb as Director
 
For
For
For
10
Reelect Antoine Jeancourt-Galignani as Director
 
For
For
For
11
Reelect Michel Pebereau as Director
 
For
Against
Against
12
Reelect Pierre Vaillaud as Director
 
For
For
For
13
Elect Christophe de Margerie as Director
 
For
Against
Against
 
Special Business
 
 
 
 
14
Approve Partial Spin-Off Agreement to Arkema
 
For
For
For
15
Approve 10-for-2.50 Stock Split
 
For
For
For
16
Amend Article 11 Regarding the Number of Shares to Be Held By Directors
 
For
For
For
A
Amend Article 11 to Require a Majority of Independent Directors on Board
 
Against
For
For
B
Grant a Second Board Mandate to an Employee Shareholder Representative
 
Against
Against
Against
 
 
 
 
 
 
 
 
 
 
 
 
Unicredito Italiano SpA (Form .Credito Italiano)
 
Shares Voted
#####
Security
4232445
Meeting Date
12/5/2006
Shares
#####
Meeting Type
MIX
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Ordinary Business
 
 
 
 
1
Accept Financial Statements, Consolidated Financial Statements, and Statutory Reports at Dec. 31, 2005; Presentation of the Social and Environmental Report
 
For
For
For
2
Approve Allocation of Income
 
For
For
For
3
Approve Group Personnel Long-Term Incentive Plan 2006
 
For
For
For
 
Special Business
 
 
 
 
1
Authorize Board of Directors to Increase Capital up to EUR 21 Million Through the Issuance of up to 42 Million Shares Without Preemptive Rights, to Be Reserved to Managers and Directors of the Group Unicredito; Amend Bylaws Accordingly
 
For
For
For
2
Authorize Board of Directors to Increase Capital up to EUR 6.5 Million (Corresponding to 13 Million Shares) Through the Issuance of New Class of Shares to Be Reserved to Managers and Directors of the Group Unicredito; Amend Bylaws Accordingly
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Aeon Co. Ltd. (formerly Jusco Co. Ltd.)
 
Shares Voted
415,000
Security
6480048
Meeting Date
12/5/2006
Shares
415,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Amend Articles to: Expand Business Lines - Authorize Public Announcements in Electronic Format - Introduce Statement of Corporate Philosophy
 
For
Against
Against
2.1
Elect Director
 
For
For
For
2.2
Elect Director
 
For
For
For
2.3
Elect Director
 
For
For
For
2.4
Elect Director
 
For
For
For
2.5
Elect Director
 
For
Against
Against
2.6
Elect Director
 
For
For
For
2.7
Elect Director
 
For
For
For
2.8
Elect Director
 
For
Against
Against
3
Approve Deep Discount Stock Option Plan
 
For
Against
Against
 
 
 
 
 
 
 
 
 
 
 
 
Bayerische Motoren Werke AG (BMW)
 
Shares Voted
69,700
Security
5756029
Meeting Date
05/16/06
Shares
69,700
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Receive Financial Statements and Statutory Reports
 
 
 
 
2
Approve Allocation of Income and Dividends of EUR 0.64 per Common Share and EUR 0.66 per Preference Sharee
 
For
Against
For
3
Approve Discharge of Management Board for Fiscal 2005
 
For
For
For
4
Approve Discharge of Supervisory Board for Fiscal 2005
 
For
For
For
5
Ratify KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft as Auditors for Fiscal 2006
 
For
For
For
6
Elect Heinz-Joachim Neubuerger to the Supervisory Board
 
For
For
For
7
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Royal Dutch Shell PLC
 
Shares Voted
385,000
Security
B03MLX2
Meeting Date
05/16/06
Shares
385,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Remuneration Report
 
For
For
For
3
Elect Jorma Ollila as Director
 
For
For
For
4
Elect Nick Land as Director
 
For
For
For
5
Re-elect Lord Kerr of Kinlochard as Director
 
For
For
For
6
Re-elect Jeroen van der Veer as Director
 
For
For
For
7
Re-elect Rob Routs as Director
 
For
For
For
8
Re-elect Wim Kok as Director
 
For
For
For
9
Reappoint PricewaterhouseCoopers LLP as Auditors of the Company
 
For
For
For
10
Authorise Board to Fix Remuneration of Auditors
 
For
For
For
11
Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of EUD 155,000,000
 
For
For
For
12
Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of EUD 23,000,000
 
For
For
For
13
Authorise 667,000,000 Ordinary Shares for Market Purchase
 
For
For
For
14
Authorise the Company to Make EU Political Organisation Donations up to GBP 200,000 and Incur EU Political Expenditure up to GBP 200,000
 
For
For
For
 
Shareholder Proposals
 
 
 
 
15
Report on Social and Environment Impact Assessment
 
Against
Against
Against
 
 
 
 
 
 
 
 
 
 
 
 
GlaxoSmithKline Plc
 
Shares Voted
438,000
Security
925288
Meeting Date
05/17/06
Shares
438,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Remuneration Report
 
For
For
For
3
Elect Moncef Slaoui as Director
 
For
For
For
4
Elect Tom de Swaan as Director
 
For
For
For
5
Re-elect Lawrence Culp as Director
 
For
For
For
6
Re-elect Sir Crispin Davis as Director
 
For
For
For
7
Re-elect Ronaldo Schmitz as Director
 
For
For
For
8
Reappoint PricewaterhouseCoopers LLP as Auditors of the Company
 
For
For
For
9
Authorize Audit Committee to Fix Remuneration of Auditors
 
For
For
For
10
Approve the Company to Make EU Political Organisation Donations up to GBP 50,000 and Incur EU Political Expenditure up to GBP 50,000
 
For
For
For
11
Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 485,201,557
 
For
For
For
12
Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 72,780,233
 
For
For
For
13
Authorise 582,241,869 Ordinary Shares for Market Purchase
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Commerzbank AG
 
Shares Voted
62,816
Security
4325538
Meeting Date
05/17/06
Shares
62,816
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Receive Financial Statements and Statutory Reports for Fiscal 2005
 
 
 
 
2
Approve Allocation of Income and Dividends of EUR 0.50 per Share
 
For
For
For
3
Approve Discharge of Management Board for Fiscal 2005
 
For
For
For
4
Approve Discharge of Supervisory Board for Fiscal 2005
 
For
For
For
5
Elect Ulrich Middelmann to the Supervisory Board
 
For
For
For
6
Ratify PricewaterhouseCoopers AG as Auditors for Fiscal 2005
 
For
For
For
7
Amend Articles Re: Allow for Individual Supervisory Board Elections
 
For
For
For
8
Amend Articles Re: Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance)
 
For
For
For
9
Authorize Repurchase of up to Five Percent of Issued Share Capital for Trading Purposes
 
For
For
For
10
Authorize Share Repurchase Program and Reissuance of Repurchased Shares
 
For
For
For
11
Approve Creation of EUR 170 Million Pool of Capital with Preemptive Rights (Authorized Capital 2006/I)
 
For
For
For
12
Approve Creation of EUR 200 Million Pool of Capital without Preemptive Rights (Authorized Capital 2006/II)
 
For
For
For
13
Approve Employee Stock Purchase Plan; Approve Creation of EUR 12 Million Pool of Capital for Employee Stock Purchase Plan (Authorized Capital 2006/III)
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Metro AG
 
Shares Voted
107,222
Security
5041413
Meeting Date
05/18/06
Shares
107,222
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Financial Statements; Approve Allocation of Income and Dividends of EUR 1.02 per Common Share and of EUR 1.12 per Preference Share
 
For
For
For
2
Approve Discharge of Management Board for Fiscal 2005
 
For
For
For
3
Approve Discharge of Supervisory Board for Fiscal 2005
 
For
For
For
4
Ratify KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft as Auditors for Fiscal 2006
 
For
For
For
5a
Elect Eckhard Cordes to the Supervisory Board
 
For
For
For
5b
Elect Peter Kuepfer to the Supervisory Board
 
For
For
For
6
Authorize Share Repurchase Program and Reissuance of Repurchased Shares
 
For
For
For
7
Amend Articles Re: Calling of and Registration for Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance)
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Legal & General Group Plc
 
Shares Voted
#####
Security
560399
Meeting Date
05/18/06
Shares
#####
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Final Dividend of 3.63 Pence Per Ordinary Share
 
For
For
For
3
Re-elect Beverley Hodson as Director
 
For
For
For
4
Re-elect Andrew Palmer as Director
 
For
For
For
5
Re-elect Robin Phipps as Director
 
For
For
For
6
Reappoint PricewaterhouseCoopers LLP as Auditors of the Company
 
For
For
For
7
Authorise Board to Fix Remuneration of Auditors
 
For
For
For
8
Approve Remuneration Report
 
For
For
For
9
Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 8,134,277
 
For
For
For
10
Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 8,134,277
 
For
For
For
11
Authorise 325,371,096 Ordinary Shares for Market Purchase
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
China Mobile (Hong Kong) Limited
 
Shares Voted
148,964
Security
2111375
Meeting Date
05/18/06
Shares
148,964
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Meeting for Holders of ADRs
 
 
 
 
1
TO RECEIVE AND CONSIDER THE AUDITED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2005.
 
For
For
For
2
TO DECLARE A FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2005.
 
For
For
For
3.1
Elect Director Lu Xiangdong
 
For
For
For
3.2
Elect Director Xue Taohai
 
For
For
For
3.3
Elect Director Sha Yuejia
 
For
For
For
3.4
Elect Director Liu Aili
 
For
For
For
3.5
Elect Director Xin Fanfei
 
For
For
For
3.6
Elect Director Xu Long
 
For
For
For
3.7
Elect Director Lo Ka Shui
 
For
For
For
3.8
Elect Director Moses Cheng Mo Chi
 
For
For
For
4
Ratify Auditors
 
For
For
For
5
TO GIVE A GENERAL MANDATE TO THE DIRECTORS TO REPURCHASE SHARES IN THE COMPANY NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE EXISTING ISSUED SHARE CAPITAL.
 
For
For
For
6
TO GIVE A GENERAL MANDATE TO THE DIRECTORS TO ISSUE, ALLOT AND DEAL WITH ADDITIONAL SHARES IN THE COMPANY NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE EXISTING ISSUED SHARE CAPITAL.
 
For
Against
Against
7
TO EXTEND THE GENERAL MANDATE GRANTED TO THE DIRECTORS TO ISSUE, ALLOT AND DEAL WITH SHARES BY THE NUMBER OF SHARES REPURCHASED.
 
For
For
For
8
TO APPROVE THE CHANGE OF NAME OF THE COMPANY.
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Cheung Kong Holdings
 
Shares Voted
388,000
Security
6190273
Meeting Date
05/18/06
Shares
388,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Final Dividend
 
For
For
For
3a
Reelect Kam Hing Lam as Director
 
For
For
For
3b
Reelect Chung Sun Keung, Davy as Director
 
For
For
For
3c
Reelect Fok Kin-ning, Canning as Director
 
For
For
For
3d
Reelect Frank John Sixt as Director
 
For
For
For
3e
Reelect George Colin Magnus as Director
 
For
For
For
3f
Reelect Kwok Tun-li, Stanley as Director
 
For
For
For
3g
Reelect Hung Siu-lin, Katherine as Director
 
For
For
For
4
Appoint Deloitte Touche Tohmatsu as Auditors and Authorize Board to Fix Their Remuneration
 
For
For
For
5a
Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
 
For
Against
Against
5b
Authorize Repurchase of Up to 10 Percent of Issued Share Capital
 
For
For
For
5c
Authorize Reissuance of Repurchased Shares
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Lafarge
 
Shares Voted
39,900
Security
4502706
Meeting Date
05/24/06
Shares
39,900
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Ordinary Business
 
 
 
 
1
Approve Financial Statements and Statutory Reports
 
For
For
For
2
Accept Consolidated Financial Statements and Statutory Reports
 
For
For
For
3
Approve Allocation of Income and Dividends of EUR 2.55 per Share
 
For
For
For
4
Approve Special Auditors' Report Regarding Related-Party Transactions
 
For
For
For
5
Reelect Bernard Kasriel as Director
 
For
Against
Against
6
Reelect Jacques Lefevre as Director
 
For
Against
Against
7
Ratify Deloitte & Associes as Auditor
 
For
For
For
8
Ratify Ernst & Young as Auditor
 
For
For
For
9
Ratify BEAS as Alternate Auditor
 
For
For
For
10
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
11
Authorize Filling of Required Documents/Other Formalities
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
China Petroleum & Chemical Corp.
 
Shares Voted
#####
Security
6291819
Meeting Date
05/24/06
Shares
#####
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept the Report of the Board of Directors
 
For
For
For
2
Accept the Report of the Supervisory Committee
 
For
For
For
3
Accept Financial Statements and Statutory Reports
 
For
For
For
4
Approve Profit Appropriation and Final Dividend
 
For
For
For
5
Approve PRC and International Auditors and Authorize Board to Fix Their Remuneration
 
For
For
For
6a
Elect Chen Tonghai as Director
 
For
For
For
6b
Elect Zhou Yuan as Director
 
For
For
For
6c
Elect Wang Tianpu as Director
 
For
For
For
6d
Elect Zhang Jianhua as Director
 
For
For
For
6e
Elect Wang Zhigang as Director
 
For
For
For
6f
Elect Dai Houliang as Director
 
For
For
For
6g
Elect Fan Yifei as Director
 
For
For
For
6h
Elect Yao Zhongmin as Director
 
For
For
For
6i
Elect Shi Wanpeng as Independent Non-Executive Director
 
For
For
For
6j
Elect Liu Zhongli as Independent Non-Executive Director
 
For
For
For
6k
Elect Li Deshui as Independent Non-Executive Director
 
For
For
For
7a
Elect Wang Zuoran as Supervisor
 
For
For
For
7b
Elect Zhang Youcai as Supervisor
 
For
For
For
7c
Elect Kang Xianzhang as Supervisor
 
For
For
For
7d
Elect Zou Huiping as Supervisor
 
For
For
For
7e
Elect Li Yonggui as Supervisor
 
For
For
For
8
Approve the Service Contracts Between Sinopec Corp. and Directors and Supervisors
 
For
For
For
9
Approve Connected Transactions and Annual Caps
 
For
Against
Against
10
Authorize Issue of Commercial Paper with a Maximum Amount Not Exceeding 10 Percent of the Latest Audited Amount of the Net Assets
 
For
Against
Against
11
Amend Articles of Association
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Television Broadcast Ltd.
 
Shares Voted
515,000
Security
6881674
Meeting Date
05/24/06
Shares
515,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Final Dividend of HK$1.30 Per Share
 
For
For
For
3a
Reelect Mona Fong as Director
 
For
For
For
3b
Reelect Li Dak Sum DSSc. as Director
 
For
For
For
3c
Reelect Kevin Lo Chung Ping as Director
 
For
For
For
4
Approve Remuneration of Directors
 
For
For
For
5
Reappoint Auditors and Authorize Board to Fix Their Remuneration
 
For
For
For
6a
Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
 
For
Against
For
6b
Authorize Repurchase of Up to 10 Percent of Issued Share Capital
 
For
For
For
6c
Authorize Reissuance of Repurchased Shares
 
For
For
For
6d
Approve Extension of the Period of 30 Days During Which the Register of Members May Be Closed During the Calendar Year 2006
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Eni Spa
 
Shares Voted
397,181
Security
7145056
Meeting Date
05/25/06
Shares
397,181
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Annual Meeting Agenda
 
 
 
 
1
Accept Financial Statements, Consolidated Financial Statements, and Statutory Reports for the Fiscal Year 2005
 
For
For
For
2
Approve Allocation of Income
 
For
For
For
3
Authorize Share Repurchase Program; Revoke Previously Granted Authorization to Repurchase Shares
 
For
For
For
4
Approve Stock Option Plan 2006-2008; Authorize Reissuance of Repurchased Shares to Service the Stock Option Plan
 
For
For
For
5
Approve Director and/or Internal Auditors' Indemnification/Liability Provisions
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Eni Spa
 
Shares Voted
397,181
Security
7145056
Meeting Date
05/25/06
Shares
397,181
Meeting Type
EGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Special Business
 
 
 
 
1
Amend Articles Re: 13 (sub-paragraph 1), 17 (sub-paragraph 3), 24 (sub-paragraph 1), and 28 (sub-paragraphs 2 and 4)
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
HSBC Holdings Plc
 
Shares Voted
650,000
Security
540528
Meeting Date
05/26/06
Shares
650,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Remuneration Report
 
For
For
For
3 (a)
Re-elect Baroness Lydia Dunn as Director
 
For
For
For
3 (b)
Re-elect Michael Geoghegan as Director
 
For
For
For
3 (c)
Re-elect Stephen Green as Director
 
For
For
For
3 (d)
Re-elect Sir Mark Moody-Stuart as Director
 
For
For
For
3 (e)
Elect Simon Robertson as Director
 
For
For
For
3 (f)
Re-elect Helmut Sohmen as Director
 
For
For
For
3 (g)
Re-elect Sir Brian Williamson as Director
 
For
For
For
4
Reappoint KPMG Audit plc as Auditors and Authorise the Audit Committee to Determine Their Remuneration
 
For
For
For
5
Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 1,137,200,000
 
For
For
For
6
Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 284,300,000
 
For
For
For
7
Authorise 10 Percent of Ordinary Shares for Market Purchase
 
For
For
For
8
Approve Increase in Remuneration of Non-Executive Directors to GBP 65,000
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Wharf (Holdings) Ltd.
 
Shares Voted
630,000
Security
6435576
Meeting Date
05/29/06
Shares
630,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Final Dividend
 
For
For
For
3a
Reelect Peter K.C. Woo as Director
 
For
For
For
3b
Reelect Stephen T.H. Ng as Director
 
For
For
For
3c
Reelect Doreen Y.F. Lee as Director
 
For
Against
Against
3d
Reelect Hans Michael Jebsen as Director
 
For
For
For
4
Reappoint KPMG as Auditors and Authorize Board to Fix Their Remuneration
 
For
For
For
5
Authorize Repurchase of Up to 10 Percent of Issued Share Capital
 
For
For
For
6
Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
 
For
Against
Against
7
Authorize Reissuance of Repurchased Shares
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Sanofi-Aventis (Formerly Sanofi-Synthelabo )
 
Shares Voted
76,321
Security
5671735
Meeting Date
05/31/06
Shares
76,321
Meeting Type
MIX
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Ordinary Business
 
 
 
 
1
Approve Financial Statements and Statutory Reports
 
For
For
For
2
Accept Consolidated Financial Statements and Statutory Reports
 
For
For
For
3
Approve Allocation of Income and Dividends of EUR 1.52 per Share
 
For
For
For
4
Approve Special Auditors' Report Regarding Related-Party Transactions
 
For
For
For
5
Reelect Lord Douro as Director
 
For
For
For
6
Elect Gerard Le Fur as Director
 
For
For
For
7
Ratify Ernst & Young Audit as Auditor
 
For
For
For
8
Ratify Auditex as Alternate Auditor
 
For
For
For
9
Approve Remuneration of Directors in the Aggregate Amount of EUR 1.2 Million
 
For
For
For
10
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
 
Special Business
 
 
 
 
11
Approve Merger by Absorption of Rhone Cooper by Sanofi-Aventis, Approve its Remuneration, and Approve Capital Increase in Connection with the Merger
 
For
Against
Against
12
Allocation of Merger Premium
 
For
Against
Against
13
Acknowledge Definitive Realisation of Merger on May 31, 2006, and Capital Increase in Connection with the Merger
 
For
Against
Against
14
Amend Articles of Association Re: Change in Capital Pursuant to Items Above
 
For
Against
Against
15
Amend Articles of Association Board Related Re: Term of Mandate of Chairman
 
For
For
For
16
Authorize Filling of Required Documents/Other Formalities
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Fortis SA/NV
 
Shares Voted
176,200
Security
7266139
Meeting Date
05/31/06
Shares
176,200
Meeting Type
MIX
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Ordinary Business
 
 
 
 
1
Open Meeting
 
 
 
 
2.1.1
Receive Directors' Report
 
 
 
 
2.1.2
Receive Consolidated Financial Statements
 
 
 
 
2.1.3
Accept Financial Statements
 
For
For
For
2.1.4
Approve Allocation of Income
 
For
For
For
2.2.1
Receive Explanation on Company's Dividend Policy
 
 
 
 
2.2.2
Approve Dividends of EUR 1.16 per Fortis Unit
 
For
For
For
2.3.1
Approve Discharge of Directors
 
For
For
For
2.3.2
Approve Discharge of Auditors
 
For
For
For
3
Discussion on Company's Corporate Governance Structure
 
 
 
 
4.1.1
Reelect Jan Slechte as Director
 
For
For
For
4.1.2
Reelect Richard Delbridge as Director
 
For
For
For
4.1.3
Reelect Klaas Westdijk as Director
 
For
For
For
4.2.1
Elect Alois Michielsen as Director
 
For
For
For
4.2.2
Elect Reiner Hagemann as Director
 
For
For
For
4.2.3
Elect Clara Furse as Director
 
For
For
For
4.3
Ratify PricewaterhouseCoopers as Auditors
 
For
For
For
 
Special Business
 
 
 
 
5.1
Receive Directors' Special Report on Authorized Capital
 
 
 
 
5.2
Authorize Board to Issue Shares in the Event of a Public Tender Offer or Share Exchange Offer
 
For
Against
Against
6.1
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
6.2
Authorize Reissuance of Repurchased Shares
 
For
For
For
7
Close Meeting
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Guangdong Investment Ltd.
 
Shares Voted
#####
Security
6913168
Meeting Date
7/6/2006
Shares
#####
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Financial Statements and Statutory Reports
 
For
For
For
2
Approve Final Dividend
 
For
For
For
3a
Reelect LI Wenyue as Director
 
For
For
For
3b
Reelect FUNG Daniel R. as Director
 
For
For
For
3c
Reelect CHENG Mo Chi, Moses as Director
 
For
For
For
3d
Reelect ZHAI Zhiming as Director
 
For
For
For
3e
Authorize Board to Fix the Remuneration of Directors
 
For
For
For
4
Reappoint Ernst & Young as Auditors and Authorize Board to Fix Their Remuneration
 
For
For
For
5
Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
 
For
Against
Against
6
Authorize Repurchase of Up to 10 Percent of Issued Share Capital
 
For
For
For
7
Authorize Reissuance of Repurchased Shares
 
For
For
For
8
Amend Articles Re: Appointment, Election, and Retirement by Rotation of Directors
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Mobile Telesystems OJSC
 
Shares Voted
75,200
Security
2603225
Meeting Date
06/14/06
Shares
75,200
Meeting Type
EGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Early Termination of Powers of Vasily Sidorov (President of Mobile Telesystems)
 
For
For
For
2
Elect Leonid Melamed as President of Mobile Telesystems
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Mobile Telesystems OJSC
 
Shares Voted
75,200
Security
2603225
Meeting Date
06/14/06
Shares
75,200
Meeting Type
EGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Meeting for Holders of ADRs
 
 
 
 
1
TO AUTHORIZE MR. S.D. SHCHEBETOV TO SIGN THE MINUTES OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF MTS OJSC
 
For
For
For
2
TO EARLY TERMINATE THE POWERS OF MR. V.V. SIDOROV, THE PRESIDENT OF MTS OJSC
 
For
For
For
3
TO APPOINT LEONID ADOLFOVICH MELAMED AS THE PRESIDENT (THE INDIVIDUAL EXECUTIVE BODY) OF MOBILE TELESYSTEMS OPEN JOINT STOCK COMPANY FOR THREE YEARS, FROM JUNE 14, 2006
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Keyence Corp.
 
Shares Voted
16,720
Security
6490995
Meeting Date
06/16/06
Shares
16,720
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Allocation of Income, Including the Following Dividends: Interim JY 10, Final JY 10, Special JY 0
 
For
Against
Against
2
Amend Articles to: Update Terminology to Match that of New Corporate Law
 
For
For
For
3.1
Elect Director
 
For
For
For
3.2
Elect Director
 
For
For
For
3.3
Elect Director
 
For
For
For
3.4
Elect Director
 
For
For
For
4
Appoint Alternate Internal Statutory Auditor
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
NTT DoCoMo Inc.
 
Shares Voted
2,284
Security
6129277
Meeting Date
06/20/06
Shares
2,284
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Allocation of Income, Including the Following Dividends: Interim JY 2000, Final JY 2000, Special JY 0
 
For
For
For
2
Authorize Share Repurchase Program
 
For
For
For
3
Amend Articles to: Expand Business Lines - Decrease Authorized Capital to Reflect Share Repurchase - Limit Liability of Directors and Statutory Auditors - Update Terminology to Match that of New Corporate Law
 
For
Against
Against
4.1
Elect Director
 
For
For
For
4.2
Elect Director
 
For
For
For
4.3
Elect Director
 
For
For
For
4.4
Elect Director
 
For
For
For
4.5
Elect Director
 
For
For
For
4.6
Elect Director
 
For
For
For
4.7
Elect Director
 
For
For
For
4.8
Elect Director
 
For
For
For
4.9
Elect Director
 
For
For
For
4.1
Elect Director
 
For
For
For
4.11
Elect Director
 
For
For
For
4.12
Elect Director
 
For
For
For
4.13
Elect Director
 
For
For
For
5
Appoint Internal Statutory Auditor
 
For
Against
Against
6
Approve Retirement Bonuses for Directors and Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System
 
For
Against
Against
7
Approve Adjustment to Aggregate Compensation Ceilings for Directors and Statutory Auditors
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Indra Sistemas Sa
 
Shares Voted
197,006
Security
4476210
Meeting Date
06/21/06
Shares
197,006
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Individual Financial Statements and Allocation of Income
 
For
For
For
2
Accept Consolidated Financial Statements and Statutory Reports
 
For
For
For
3
Approve Discharge of Directors
 
For
For
For
4
Approve Merger by Absorption of Algoritmos y Sistemas, S.L.; Approve Merged Balance Sheet Closing 12-31-05; Approve Fiscal Consolidation of the Tax Regime
 
For
For
For
5
Approve Merger by Absorption of Indra ATM, S.L.; Approve Merged Balance Sheet Closing 12-31-05; Approve Fiscal Consolidation of the Tax Regime
 
For
For
For
6
Amend Article 13 of the Company Bylaws Re: Convening of General Meeting
 
For
For
For
7
Amend Articles 2 and 31 of the Company Bylaws Re: Company's Mission; Fiscal Year End
 
For
For
For
8
Amend Articles of the General Meeting Guidelines Re: Convening of General Meeting
 
For
For
For
9
Approve Auditors for Fiscal Year 2006
 
For
For
For
10
Authorize Repurchase of Shares
 
For
For
For
11
Allow Questions
 
 
 
 
12
Approve Minutes of Meeting
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Omron Corp.
 
Shares Voted
195,600
Security
6659428
Meeting Date
06/22/06
Shares
195,600
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Allocation of Income, Including the Following Dividends: Interim JY 12, Final JY 18, Special JY 0
 
For
For
For
2
Amend Articles to: Limit Liability of Non-Executive Statutory Auditors - Limit Rights of Odd-Lot Holders - Update Terminology to Match that of New Corporate Law
 
For
For
For
3
Authorize Share Repurchase Program
 
For
For
For
4
Approve Director Stock Option Plan
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Sharp Corp.
 
Shares Voted
256,000
Security
6800602
Meeting Date
06/22/06
Shares
256,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Allocation of Income, Including the Following Dividends: Interim JY 10, Final JY 12, Special JY 0
 
For
For
For
2
Amend Articles to: Expand Business Lines - Increase Authorized Capital - Limit Outside Statutory Auditors' Legal Liability - Authorize Public Announcements in Electronic Format - Update Terminology to Match that of New Corporate Law
 
For
Against
Against
3.1
Elect Director
 
For
Against
Against
3.2
Elect Director
 
For
For
For
3.3
Elect Director
 
For
For
For
3.4
Elect Director
 
For
For
For
3.5
Elect Director
 
For
For
For
3.6
Elect Director
 
For
For
For
3.7
Elect Director
 
For
For
For
3.8
Elect Director
 
For
For
For
3.9
Elect Director
 
For
For
For
3.1
Elect Director
 
For
For
For
3.11
Elect Director
 
For
For
For
3.12
Elect Director
 
For
For
For
3.13
Elect Director
 
For
For
For
3.14
Elect Director
 
For
For
For
3.15
Elect Director
 
For
For
For
3.16
Elect Director
 
For
For
For
3.17
Elect Director
 
For
For
For
3.18
Elect Director
 
For
For
For
3.19
Elect Director
 
For
For
For
3.2
Elect Director
 
For
For
For
3.21
Elect Director
 
For
For
For
3.22
Elect Director
 
For
For
For
3.23
Elect Director
 
For
For
For
3.24
Elect Director
 
For
For
For
3.25
Elect Director
 
For
For
For
4
Approve Retirement Bonuses for Directors
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Nikko Cordial Corp. (formerly Nikko Securities Co. Ltd.)
 
Shares Voted
298,500
Security
6640284
Meeting Date
06/23/06
Shares
298,500
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Amend Articles to: Update Terminology to Match that of New Corporate Law - Set Record Dates for Quarterly Dividends - Limit Rights of Odd-Lot Holders
 
For
For
For
2.1
Elect Director
 
For
For
For
2.2
Elect Director
 
For
For
For
2.3
Elect Director
 
For
For
For
2.4
Elect Director
 
For
For
For
2.5
Elect Director
 
For
For
For
2.6
Elect Director
 
For
For
For
2.7
Elect Director
 
For
For
For
2.8
Elect Director
 
For
For
For
2.9
Elect Director
 
For
For
For
2.1
Elect Director
 
For
For
For
2.11
Elect Director
 
For
For
For
2.12
Elect Director
 
For
For
For
2.13
Elect Director
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
SHINSEI BANK LTD.
 
Shares Voted
#####
Security
6730936
Meeting Date
06/27/06
Shares
#####
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1.1
Elect Director
 
For
For
For
1.2
Elect Director
 
For
For
For
1.3
Elect Director
 
For
For
For
1.4
Elect Director
 
For
For
For
1.5
Elect Director
 
For
Against
Against
1.6
Elect Director
 
For
Against
Against
1.7
Elect Director
 
For
For
For
1.8
Elect Director
 
For
For
For
1.9
Elect Director
 
For
For
For
1.1
Elect Director
 
For
For
For
1.11
Elect Director
 
For
For
For
1.12
Elect Director
 
For
For
For
1.13
Elect Director
 
For
For
For
1.14
Elect Director
 
For
For
For
1.15
Elect Director
 
For
For
For
2
Amend Articles to: Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law
 
For
For
For
3
Approve Stock Option Plan for Directors and Employees
 
For
For
For
4
Authorize Share Repurchase Program
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Secom Co. Ltd.
 
Shares Voted
138,500
Security
6791591
Meeting Date
06/27/06
Shares
138,500
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Allocation of Income, Including the Following Dividends: Interim JY 0, Final JY 60, Special JY 0
 
For
For
For
2
Amend Articles to: Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Reduce Share Trading Unit
 
For
For
For
3.1
Elect Director
 
For
For
For
3.2
Elect Director
 
For
For
For
3.3
Elect Director
 
For
For
For
3.4
Elect Director
 
For
For
For
3.5
Elect Director
 
For
For
For
3.6
Elect Director
 
For
For
For
3.7
Elect Director
 
For
For
For
3.8
Elect Director
 
For
For
For
3.9
Elect Director
 
For
For
For
3.1
Elect Director
 
For
For
For
3.11
Elect Director
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Yanzhou Coal Mining Company Limited
 
Shares Voted
#####
Security
6109893
Meeting Date
06/28/06
Shares
#####
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Accept Report of the Board of Directors
 
For
For
For
2
Accept Report of the Supervisory Committee
 
For
For
For
3
Accept Financial Statements and Statutory Reports
 
For
For
For
4
Approve Profit Distribution Plan, Cash Dividend, and Special Cash Dividend
 
For
For
For
5
Approve Remuneration of Directors and Supervisors
 
For
For
For
6
Approve Deloitte Touche Tohmatsu and Deloitte Touche Tohmatsu CPAs Ltd. as International and Domestic Auditors Respectively, and Authorize Board to Fix Their Remuneration
 
For
For
For
7
Amend Articles of Association
 
For
For
For
8
Amend Rules of Procedure for Meetings of Shareholders
 
For
For
For
9
Amend Rules of Procedure for the Board of Directors
 
For
For
For
10
Amend Rules of Procedure for the Supervisory Committee
 
For
For
For
11
Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
 
For
Against
Against
 
 
 
 
 
 
 
 
 
 
 
 
Lukoil Oao
 
Shares Voted
46,900
Security
3189876
Meeting Date
06/28/06
Shares
46,900
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Annual Report, Financial Statements, and Allocation of Income, Including Dividends of RUB 33 Per Share
 
For
For
For
 
Elect 11 Directors by Cumulative Voting
 
 
 
 
2.1
Elect Vagit Alekperov as Director
 
For
Withhold
Against
2.2
Elect Igor Belikov as Director
 
For
For
For
2.3
Elect Mikhail Berezhnoi as Director
 
For
Withhold
Against
2.4
Elect Valery Grayfer as Director
 
For
Withhold
Against
2.5
Elect Oleg Kutafin as Director
 
For
For
For
2.6
Elect Ravil Maganov as Director
 
For
Withhold
Against
2.7
Elect Richard Matzke as Director
 
For
For
For
2.8
Elect Sergey Mikhailov as Director
 
For
For
For
2.9
Elect Kevin Meyers as Director
 
For
Withhold
Against
2.1
Elect Nikolay Tsvetkov as Director
 
For
Withhold
Against
2.11
Elect Igor Sherkunov as Director
 
For
Withhold
Against
2.12
Elect Alexander Shokhin as Director
 
For
For
For
3
Elect Vagit Alekperov as General Director
 
For
For
For
 
Elect Three Members to Audit Commission
 
 
 
 
4.1
Elect Pavel Kondratyev as Member of Audit Commission
 
For
For
For
4.2
Elect Vladimir Nikitenko as Member of Audit Commission
 
For
For
For
4.3
Elect Tatyana Sklyarova as Member of Audit Commission
 
For
For
For
5
Approve Remuneration of Directors and Members of Audit Commission
 
For
For
For
6
Ratify CJSC KPMG as Auditor
 
For
For
For
7
Amend Charter
 
For
For
For
8
Amend Regulations on Board of Directors
 
For
For
For
9
Amend Regulations on Audit Commission
 
For
For
For
10.1
Approve Related-Party Transaction with OOO Lukoil-Volgogradneftepererabotka Re: Oil Supply Contract
 
For
For
For
10.2
Approve Related-Party Transaction with OOO Lukoil-Volgogradneftepererabotka Re: Supply Contract
 
For
For
For
10.3
Approve Related-Party Transaction Re: Supplemental Agreement to Shareholder Loan Agreement No. 0510225 of March 3, 2006 Between OJSC Lukoil and OOO Naryanmarneftegaz
 
For
For
For
10.4
Approve Related-Party Transaction Re: Supplemental Agreement to Shareholder Loan Agreement No. 0610114 of March 3, 2006 Between OJSC Lukoil and OOO Naryanmarneftegaz
 
For
For
For
10.5
Approve Related-Party Transaction Re: Loan Agreement with OOO Naryanmarneftegaz
 
For
For
For
10.6
Approve Related-Party Transaction Re: Loan Agreement with OOO Naryanmarneftegaz
 
For
For
For
10.7
Approve Related-Party Transaction Re: Policy Contract on Insuring Liability of Directors, Officers, and Corporations Between OJSC Lukoil and OJSC Kapital Strakhovanie
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Alstom
 
Shares Voted
68,100
Security
B0DJ8Q5
Meeting Date
06/28/06
Shares
68,100
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Ordinary Business
 
 
 
 
1
Approve Financial Statements and Statutory Reports
 
For
For
For
2
Accept Consolidated Financial Statements and Statutory Reports
 
For
For
For
3
Approve Allocation of Income and Omission of Dividends
 
For
For
For
4
Approve Special Auditors' Report Regarding Related-Party Transactions
 
For
For
For
5
Reelect Georges Chodron de Courcel as Director
 
For
For
For
6
Reelect Jales B. Cronin as Director
 
For
For
For
7
Elect Olivier Bouygues as Director
 
For
For
For
8
Elect Olivier Poupart-Lafarge as Director
 
For
For
For
9
Authorize Repurchase of Up to Ten Percent of Issued Share Capital
 
For
For
For
10
Authorize Filling of Required Documents/Other Formalities
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Nomura Holdings Inc.
 
Shares Voted
336,400
Security
6643108
Meeting Date
06/28/06
Shares
336,400
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Amend Articles to: Limit Rights of Odd-Lot Holders - Update Terminology to Match that of New Corporate Law - Set Record Dates for Payment of Quarterly Dividends
 
For
For
For
2.1
Elect Director
 
For
For
For
2.2
Elect Director
 
For
For
For
2.3
Elect Director
 
For
For
For
2.4
Elect Director
 
For
For
For
2.5
Elect Director
 
For
For
For
2.6
Elect Director
 
For
For
For
2.7
Elect Director
 
For
For
For
2.8
Elect Director
 
For
For
For
2.9
Elect Director
 
For
For
For
2.1
Elect Director
 
For
For
For
2.11
Elect Director
 
For
For
For
3
Approve Executive Stock Option Plan and Deep-Discount Option Plan
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Mitsui Sumitomo Insurance Co. Ltd
 
Shares Voted
561,000
Security
6870122
Meeting Date
06/28/06
Shares
561,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Allocation of Income, Including the Following Dividends: Interim JY 4, Final JY 9, Special JY 0
 
For
For
For
2
Amend Articles to: Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Statutory Auditors
 
For
For
For
3.1
Elect Director
 
For
For
For
3.2
Elect Director
 
For
For
For
3.3
Elect Director
 
For
For
For
3.4
Elect Director
 
For
For
For
3.5
Elect Director
 
For
For
For
3.6
Elect Director
 
For
For
For
3.7
Elect Director
 
For
For
For
3.8
Elect Director
 
For
For
For
3.9
Elect Director
 
For
For
For
3.1
Elect Director
 
For
For
For
3.11
Elect Director
 
For
For
For
3.12
Elect Director
 
For
For
For
3.13
Elect Director
 
For
For
For
4.1
Appoint Internal Statutory Auditor
 
For
For
For
4.2
Appoint Internal Statutory Auditor
 
For
For
For
5
Appoint Alternate Internal Statutory Auditor
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
MILLEA HOLDINGS INC.
 
Shares Voted
398
Security
6513126
Meeting Date
06/28/06
Shares
398
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Allocation of Income, Including the Following Dividends: Interim JY 0, Final JY 15000, Special JY 0
 
For
For
For
2
Amend Articles to: Adjust Authorized Capital to Reflect Share Repurchase and Stock Split - Limit Liability of Non-Executive Directors and Statutory Auditors - Limit Rights of Odd-Lot Holders - Adjust Share Trading Unit to Reflect Stock Split
 
For
For
For
3.1
Elect Director
 
For
For
For
3.2
Elect Director
 
For
For
For
3.3
Elect Director
 
For
For
For
3.4
Elect Director
 
For
For
For
3.5
Elect Director
 
For
For
For
3.6
Elect Director
 
For
For
For
3.7
Elect Director
 
For
For
For
3.8
Elect Director
 
For
For
For
3.9
Elect Director
 
For
For
For
3.1
Elect Director
 
For
For
For
3.11
Elect Director
 
For
For
For
4.1
Appoint Internal Statutory Auditor
 
For
For
For
4.2
Appoint Internal Statutory Auditor
 
For
For
For
5
Approve Deep Discount Stock Option Plan
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Lukoil Oao
 
Shares Voted
93,800
Security
3189876 677862104
Meeting Date
06/28/06
Shares
93,800
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
 
Meeting for Holders of ADRs
 
 
 
 
1
TO APPROVE THE ANNUAL REPORT OF OAO LUKOIL FOR 2005, AND THE DISTRIBUTION OF PROFITS: THE NET PROFIT FOR DISTRIBUTION FOR 2005 WAS EQUAL TO 66,326,909,000 ROUBLES. TO DISTRIBUTE 28,068,587,000 ROUBLES TO THE PAYMENT OF DIVIDEND FOR 2005. THE REST OF TH
 
 
For
For
2
ELECTION OF THE BOARD OF DIRECTORS - (Cumulative Voting Applies to Directors. Please request a form from your ISS representative in order to vote for directors)
 
 
 
 
3
Elect Vagit Yusufovich Alekperov as President of OAO Lukoil
 
 
For
For
4
TO ELECT THE AUDIT COMMISSION FROM THE LIST OF CANDIDATES APPROVED BY THE BOARD OF DIRECTORS OF OAO LUKOIL ON 4 FEBRUARY 2006: KONDRATIEV, PAVEL GENNADIEVICH
 
 
For
For
5
TO ELECT THE AUDIT COMMISSION FROM THE LIST OF CANDIDATES APPROVED BY THE BOARD OF DIRECTORS OF OAO LUKOIL ON 4 FEBRUARY 2006: NIKITENKO, VLADIMIR NIKOLAEVICH
 
 
For
For
6
TO ELECT THE AUDIT COMMISSION FROM THE LIST OF CANDIDATES APPROVED BY THE BOARD OF DIRECTORS OF OAO LUKOIL ON 4 FEBRUARY 2006: SKLYAROVA, TATYANA SERGEEVNA
 
 
For
For
7
TO RECOGNIZE AS ADVISABLE THE RETENTION OF THE AMOUNTS OF REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS AND THE AUDIT COMMISSION OF OAO LUKOIL ESTABLISHED BY DECISION OF THE ANNUAL GENERAL SHAREHOLDERS MEETING OF OAO LUKOIL OF 24 JUNE 2004
 
 
For
For
8
TO APPROVE THE COMPANY S INDEPENDENT AUDITOR CLOSED JOINT STOCK COMPANY KPMG.
 
 
For
For
9
TO APPROVE AMENDMENTS AND ADDENDA TO THE CHARTER OF OPEN JOINT STOCK COMPANY OIL COMPANY LUKOIL , PURSUANT TO APPENDIX 1.
 
 
For
For
10
TO APPROVE AN ADDENDUM TO THE REGULATIONS ON THE BOARD OF DIRECTORS OF OAO LUKOIL , PURSUANT TO APPENDIX 2.
 
 
For
For
11
TO APPROVE AMENDMENTS AND ADDENDA TO THE REGULATIONS ON THE AUDIT COMMISSION OF OAO LUKOIL , PURSUANT TO APPENDIX 3.
 
 
For
For
12
TO APPROVE OIL SUPPLY CONTRACT BETWEEN OAO LUKOIL AND OOO LUKOIL VOLGOGRADNEFTEPERERABOTKA.
 
 
For
For
13
TO APPROVE SUPPLY CONTACT BETWEEN OAO LUKOIL AND OOO LUKOIL VOLGOGRADNEFTEPERERABOTKA.
 
 
For
For
14
TO APPROVE SUPPLEMENTAL AGREEMENT TO SHAREHOLDER LOAN AGREEMENT NO. 0510225 OF 29 MARCH 2005 BETWEEN OAO LUKOIL AND OOO NARYANMARNEFTEGAZ.
 
 
For
For
15
TO APPROVE SUPPLEMENTAL AGREEMENT TO SHAREHOLDER LOAN AGREEMENT NO. 0610114 OF 3 MARCH 2005 BETWEEN OAO LUKOIL AND OOO NARYANMARNEFTEGAZ.
 
 
For
For
16
TO APPROVE LOAN AGREEMENT BETWEEN OAO LUKOIL AND OOO NARYANMARNEFTEGAZ.
 
 
For
For
17
TO APPROVE LOAN AGREEMENT BETWEEN OAO LUKOIL AND OOO NARYANMARNEFTEGAZ.
 
 
For
For
18
TO APPROVE POLICY (CONTRACT) ON INSURING THE LIABILITY OF DIRECTORS, OFFICERS AND CORPORATIONS BETWEEN OAO LUKOIL AND OAO KAPITAL STRAKHOVANIE.
 
 
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Kao Corp.
 
Shares Voted
177,000
Security
6483809
Meeting Date
06/29/06
Shares
177,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Allocation of Income, Including the Following Dividends: Interim JY 25, Final JY 25, Special JY 0
 
For
For
For
2
Amend Articles to: Expand Business Lines - Limit Outside Statutory Auditors' Legal Liability - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-Lot Holders
 
For
For
For
3.1
Elect Director
 
For
For
For
3.2
Elect Director
 
For
For
For
3.3
Elect Director
 
For
For
For
3.4
Elect Director
 
For
For
For
3.5
Elect Director
 
For
For
For
3.6
Elect Director
 
For
For
For
3.7
Elect Director
 
For
For
For
3.8
Elect Director
 
For
For
For
3.9
Elect Director
 
For
For
For
3.1
Elect Director
 
For
For
For
3.11
Elect Director
 
For
For
For
3.12
Elect Director
 
For
For
For
3.13
Elect Director
 
For
For
For
3.14
Elect Director
 
For
For
For
3.15
Elect Director
 
For
For
For
4
Appoint Internal Statutory Auditor
 
For
For
For
5
Appoint Alternate Internal Statutory Auditor
 
For
For
For
6
Approve Deep Discount Stock Option Plan for Dirctors
 
For
For
For
7
Approve Employee Stock Option Plan
 
For
For
For
8
Approve Retirement Bonuses for Directors
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Murata Manufacturing Co. Ltd.
 
Shares Voted
85,900
Security
6610403
Meeting Date
06/29/06
Shares
85,900
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Allocation of Income, Including the Following Dividends: Interim JY 30, Final JY 40, Special JY 0
 
For
For
For
2
Amend Articles to: Limit Outside Directors' and Statutory Auditors' Legal Liability - Limit Rights of Odd-Lot Holders - Update Terminology to Match that of New Corporate Law
 
For
For
For
3.1
Elect Director
 
For
For
For
3.2
Elect Director
 
For
For
For
3.3
Elect Director
 
For
For
For
4
Appoint Internal Statutory Auditor
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Nippon Oil Corp. (Formerly Nippon Mitsubishi Oil Co.)
 
Shares Voted
897,000
Security
6641403
Meeting Date
06/29/06
Shares
897,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Allocation of Income, Including the Following Dividends: Interim JY 6, Final JY 6, Special JY 0
 
For
For
For
2
Amend Articles to: Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Statutory Auditors
 
For
For
For
3.1
Elect Director
 
For
For
For
3.2
Elect Director
 
For
For
For
3.3
Elect Director
 
For
For
For
3.4
Elect Director
 
For
For
For
3.5
Elect Director
 
For
For
For
3.6
Elect Director
 
For
For
For
3.7
Elect Director
 
For
For
For
3.8
Elect Director
 
For
For
For
3.9
Elect Director
 
For
For
For
3.1
Elect Director
 
For
For
For
3.11
Elect Director
 
For
For
For
3.12
Elect Director
 
For
For
For
3.13
Elect Director
 
For
For
For
3.14
Elect Director
 
For
For
For
3.15
Elect Director
 
For
For
For
3.16
Elect Director
 
For
For
For
3.17
Elect Director
 
For
For
For
3.18
Elect Director
 
For
For
For
3.19
Elect Director
 
For
For
For
3.2
Elect Director
 
For
For
For
4
Approve Adjustment to Aggregate Compensation Ceiling for Directors and Statutory Auditors
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Kaneka Corp.
 
Shares Voted
379,000
Security
6483360
Meeting Date
06/29/06
Shares
379,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Allocation of Income, Including the Following Dividends: Interim JY 8, Final JY 8, Special JY 0
 
For
For
For
2
Amend Articles to: Authorize Board to Determine Income Allocation - Decrease Maximum Board Size - Reduce Directors Term in Office - Authorize Public Announcements in Electronic Format
 
For
Against
Against
3.1
Elect Director
 
For
For
For
3.2
Elect Director
 
For
For
For
3.3
Elect Director
 
For
For
For
3.4
Elect Director
 
For
For
For
3.5
Elect Director
 
For
For
For
3.6
Elect Director
 
For
For
For
3.7
Elect Director
 
For
For
For
3.8
Elect Director
 
For
For
For
3.9
Elect Director
 
For
For
For
3.1
Elect Director
 
For
For
For
3.11
Elect Director
 
For
For
For
3.12
Elect Director
 
For
For
For
3.13
Elect Director
 
For
For
For
4
Approve Retirement Bonuses for Directors
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Daiwa House Industry Co. Ltd.
 
Shares Voted
61,000
Security
6251363
Meeting Date
06/29/06
Shares
61,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Allocation of Income, Including the Following Dividends: Interim JY 0, Final JY 20, Special JY 0
 
For
For
For
2
Approve Share Exchange Acquisition of Daiwa Kosho Lease
 
For
For
For
3
Approve Share Exchange Acquisition of Daiwa Rakuda Industry
 
For
For
For
4
Approve Share Exchange Acquisition of Daiwa Logistics
 
For
For
For
5
Amend Articles to: Amend Business Lines - Authorize Public Announcements in Electronic Format - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Statutory Auditors
 
For
For
For
6.1
Elect Director
 
For
For
For
6.2
Elect Director
 
For
For
For
6.3
Elect Director
 
For
For
For
6.4
Elect Director
 
For
For
For
6.5
Elect Director
 
For
For
For
6.6
Elect Director
 
For
For
For
6.7
Elect Director
 
For
For
For
6.8
Elect Director
 
For
For
For
6.9
Elect Director
 
For
For
For
6.1
Elect Director
 
For
For
For
6.11
Elect Director
 
For
For
For
6.12
Elect Director
 
For
For
For
6.13
Elect Director
 
For
For
For
6.14
Elect Director
 
For
For
For
6.15
Elect Director
 
For
For
For
6.16
Elect Director
 
For
For
For
6.17
Elect Director
 
For
For
For
6.18
Elect Director
 
For
For
For
6.19
Elect Director
 
For
For
For
7
Appoint Internal Statutory Auditor
 
For
For
For
 
 
 
 
 
 
 
 
 
 
 
 
Sumitomo Trust & Banking Co. Ltd.
 
Shares Voted
1,118,000
Security
6859002
Meeting Date
06/29/06
Shares
1,118,000
Meeting Type
AGM
 
 
 
 
 
 
Ballot Issues
 
 
Mgmt
ISS
Vote
 
 
 
Rec
Rec
Cast
1
Approve Allocation of Income, Including the Following Dividends: Interim JY 6, Final JY 6, Special JY 0
 
For
For
For
2
Amend Articles to: Decrease Authorized Capital and Delete References to Preferred Shares - Limit Liability of Directors and Statutory Auditors - Update Terminology to Match that of New Corporate Law
 
For
For
For
3.1
Elect Director
 
For
For
For
3.2
Elect Director
 
For
For
For
3.3
Elect Director
 
For
For
For
3.4
Elect Director
 
For
For
For
3.5
Elect Director
 
For
For
For
3.6
Elect Director
 
For
For
For
3.7
Elect Director
 
For
For
For
3.8
Elect Director
 
For
For
For
3.9
Elect Director
 
For
For
For
3.1
Elect Director
 
For
For
For
3.11
Elect Director
 
For
For
For
3.12
Elect Director
 
For
For
For
3.13
Elect Director
 
For
For
For
 



Name of Fund:
 
 
Frontegra Netols Small Cap Value Fund
 
 
 
 
 
Period:
 
 
7/1/05 - 6/30/06
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
KRONOS INCORPORATED
 
 
 
 
 
 
 
Security
 
 
501052104
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
KRON
 
Meeting Date
 
 
16-Feb-2006
 
ISIN
 
 
 
 
Agenda
 
 
932430894 - Management
City
 
 
 
 
Holding Recon Date
 
19-Dec-2005
 
Country
 
 
United States
 
Vote Deadline Date
 
15-Feb-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
MARK S. AIN
 
 
 
For
 
For
 
2
DAVID B. KISER
 
 
 
For
 
For
02
TO APPROVE OUR AMENDED AND RESTATED 2002 STOCK
INCENTIVE PLAN.
 
Management
Against
 
Against
 
Comments-Non Specific Performance Measures
 
 
 
 
 
 
 
03
TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS
OUR REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
2006 FISCAL YEAR.
 
Management
For
 
For
SCHOOL SPECIALTY, INC.
 
 
 
 
 
 
 
Security
 
 
807863105
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
SCHS
 
Meeting Date
 
 
22-Feb-2006
 
ISIN
 
 
 
 
Agenda
 
 
932435894 - Management
City
 
 
 
 
Holding Recon Date
 
04-Jan-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
21-Feb-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
JONATHAN J. LEDECKY
 
 
 
For
 
For
02
RATIFY DELOITTE & TOUCHE LLP AS SCHOOL SPECIALTY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL 2006.
 
 
Management
For
 
For
ESTERLINE TECHNOLOGIES CORPORATION
 
 
 
 
 
 
Security
 
 
297425100
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
ESL
 
Meeting Date
 
 
01-Mar-2006
 
ISIN
 
 
 
 
Agenda
 
 
932433864 - Management
City
 
 
 
 
Holding Recon Date
 
03-Jan-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
28-Feb-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
ROSS J. CENTANNI
 
 
 
For
 
For
 
2
ROBERT S. CLINE
 
 
 
For
 
For
 
3
JAMES L. PIERCE
 
 
 
For
 
For
02
TO CONSIDER AND APPROVE A PROPOSAL TO AMEND THE
COMPANY'S 2004 EQUITY INCENTIVE PLAN TO, AMONG
OTHER THINGS, AUTHORIZE THE ISSUANCE OF AN
ADDITIONAL 1,000,000 SHARES OF THE COMPANY'S
COMMON STOCK.
 
 
Management
Against
 
Against
 
Comments-Non-Specific Performance Measures
 
 
 
 
 
 
 
03
TO CONSIDER AND APPROVE A PROPOSAL TO AMEND THE
COMPANY'S EMPLOYEE STOCK PURCHASE PLAN TO
AUTHORIZE THE ISSUANCE OF AN ADDITIONAL 150,000
SHARES OF THE COMPANY'S COMMON STOCK.
 
 
Management
Against
 
Against
 
Comments-Shares at Discount to Fair Market Value
 
 
 
 
 
 
 
 
SPARTECH CORPORATION
 
 
 
 
 
 
 
Security
 
 
847220209
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
SEH
 
Meeting Date
 
 
08-Mar-2006
 
ISIN
 
 
 
 
Agenda
 
 
932437951 - Management
City
 
 
 
 
Holding Recon Date
 
09-Jan-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
07-Mar-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
VICTORIA M. HOLT
 
 
 
For
 
For
 
2
WALTER J. KLEIN
 
 
 
For
 
For
 
3
CRAIG A. WOLFANGER
 
 
 
For
 
For
02
RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
Management
For
 
For
03
APPROVAL OF THE COMPANY'S EXECUTIVE BONUS PLAN.
 
Management
Against
 
Against
 
Comments-Non-Specific Performance Measures
 
 
 
 
 
 
4A
AMENDMENT TO UPDATE THE CORPORATE PURPOSE
CLAUSE.
Management
For
 
For
4B
AMENDMENT TO MAKE CERTIFICATE GENDER-NEUTRAL.
 
Management
For
 
For
4C
AMENDMENT TO DIRECTOR AND OFFICER
INDEMNIFICATION PROVISIONS.
Management
For
 
For
4D
ADDITION OF PROVISION REGARDING DIRECTOR LIABILITY.
 
Management
For
 
For
4E
ELIMINATION OF SHAREHOLDER ACTION BY WRITTEN
CONSENT.
Management
For
 
For
4F
ELIMINATION OF SUPERMAJORITY VOTE REQUIREMENT
FOR CERTAIN BUSINESS COMBINATIONS.
 
Management
For
 
For
APPLIED SIGNAL TECHNOLOGY, INC.
 
 
 
 
 
 
Security
 
 
038237103
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
APSG
 
Meeting Date
 
 
15-Mar-2006
 
ISIN
 
 
 
 
Agenda
 
 
932440453 - Management
City
 
 
 
 
Holding Recon Date
 
24-Jan-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
14-Mar-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
MILTON E. COOPER
 
 
 
For
 
For
 
2
JOHN R. TREICHLER
 
 
 
For
 
For
 
3
S.G. WHITTELSEY, JR.
 
 
 
For
 
For
02
TO CONSIDER, APPROVE, AND RATIFY THE APPOINTMENT
OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS
FOR THE COMPANY FOR THE FISCAL YEAR ENDING
OCTOBER 31, 2006.
 
 
Management
For
 
For
IDEX CORPORATION
 
 
 
 
 
 
 
 
Security
 
 
45167R104
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
IEX
 
Meeting Date
 
 
04-Apr-2006
 
ISIN
 
 
 
 
Agenda
 
 
932445249 - Management
City
 
 
 
 
Holding Recon Date
 
28-Feb-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
03-Apr-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
MICHAEL T. TOKARZ
 
 
 
For
 
For
 
2
FRANK S. HERMANCE
 
 
 
For
 
For
02
APPROVAL OF DELOITTE & TOUCHE LLP AS AUDITORS OF
THE COMPANY.
 
 
Management
For
 
For
CRANE CO.
 
 
 
 
 
 
 
 
 
Security
 
 
224399105
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
CR
 
Meeting Date
 
 
24-Apr-2006
 
ISIN
 
 
 
 
Agenda
 
 
932448930 - Management
City
 
 
 
 
Holding Recon Date
 
28-Feb-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
21-Apr-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
D.G. COOK*
 
 
 
 
For
 
For
 
2
R.S. EVANS*
 
 
 
 
For
 
For
 
3
E.C. FAST*
 
 
 
 
For
 
For
 
4
D.R. GARDNER*
 
 
 
 
For
 
For
 
5
R.F. MCKENNA**
 
 
 
For
 
For
02
APPROVAL OF DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS FOR THE COMPANY FOR 2006
 
 
Management
For
 
For
03
APPROVAL OF SHAREHOLDER PROPOSAL CONCERNING
ADOPTION OF THE MACBRIDE PRINCIPLES
 
 
Shareholder
Against
 
For
COGNEX CORPORATION
 
 
 
 
 
 
 
 
Security
 
 
192422103
 
Meeting Type
 
 
Special
 
Ticker Symbol
 
 
CGNX
 
Meeting Date
 
 
25-Apr-2006
 
ISIN
 
 
 
 
Agenda
 
 
932448613 - Management
City
 
 
 
 
Holding Recon Date
 
03-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
24-Apr-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
ROBERT J. SHILLMAN
 
 
 
For
 
For
 
2
REUBEN WASSERMAN
 
 
 
For
 
For
FEDERAL SIGNAL CORPORATION
 
 
 
 
 
 
 
Security
 
 
313855108
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
FSS
 
Meeting Date
 
 
25-Apr-2006
 
ISIN
 
 
 
 
Agenda
 
 
932453842 - Management
City
 
 
 
 
Holding Recon Date
 
27-Feb-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
24-Apr-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
JAMES E. GOODWIN*
 
 
 
For
 
For
 
2
JAMES C. JANNING*
 
 
 
For
 
For
 
3
ROBERT D. WELDING*
 
 
 
For
 
For
 
4
JOHN F. MCCARTNEY**
 
 
 
For
 
For
AMETEK, INC.
 
 
 
 
 
 
 
 
 
Security
 
 
031100100
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
AME
 
Meeting Date
 
 
25-Apr-2006
 
ISIN
 
 
 
 
Agenda
 
 
932455632 - Management
City
 
 
 
 
Holding Recon Date
 
10-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
24-Apr-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
STEVEN W. KOHLHAGEN
 
 
 
For
 
For
 
2
JAMES R. MALONE
 
 
 
For
 
For
 
3
ELIZABETH R. VARET
 
 
 
For
 
For
 
4
DENNIS K. WILLIAMS
 
 
 
For
 
For
02
PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR 2006.
 
 
Management
For
 
For
WESTAMERICA BANCORPORATION
 
 
 
 
 
 
 
Security
 
 
957090103
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
WABC
 
Meeting Date
 
 
27-Apr-2006
 
ISIN
 
 
 
 
Agenda
 
 
932450834 - Management
City
 
 
 
 
Holding Recon Date
 
27-Feb-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
26-Apr-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
E. ALLEN
 
 
 
 
For
 
For
 
2
L. BARTOLINI
 
 
 
For
 
For
 
3
E.J. BOWLER
 
 
 
 
For
 
For
 
4
A. LATNO, JR.
 
 
 
For
 
For
 
5
P. LYNCH
 
 
 
 
For
 
For
 
6
C. MACMILLAN
 
 
 
For
 
For
 
7
R. NELSON
 
 
 
 
For
 
For
 
8
C. OTTO
 
 
 
 
For
 
For
 
9
D. PAYNE
 
 
 
 
For
 
For
 
10
E. SYLVESTER
 
 
 
For
 
For
LANCE, INC.
 
 
 
 
 
 
 
 
 
Security
 
 
514606102
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
LNCE
 
Meeting Date
 
 
27-Apr-2006
 
ISIN
 
 
 
 
Agenda
 
 
932467637 - Management
City
 
 
 
 
Holding Recon Date
 
09-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
26-Apr-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
JEFFREY A. ATKINS
 
 
 
For
 
For
 
2
J.P. BOLDUC
 
 
 
 
For
 
For
 
3
WILLIAM R. HOLLAND
 
 
 
For
 
For
 
4
ISAIAH TIDWELL
 
 
 
For
 
For
02
RATIFICATION OF SELECTION OF KPMG LLP AS AUDITORS
 
 
Management
For
 
For
GATX CORPORATION
 
 
 
 
 
 
 
 
Security
 
 
361448103
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
GMT
 
Meeting Date
 
 
28-Apr-2006
 
ISIN
 
 
 
 
Agenda
 
 
932460948 - Management
City
 
 
 
 
Holding Recon Date
 
03-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
27-Apr-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
ROD F. DAMMEYER
 
 
 
For
 
For
 
2
JAMES M. DENNY
 
 
 
For
 
For
 
3
RICHARD FAIRBANKS
 
 
 
For
 
For
 
4
DEBORAH M. FRETZ
 
 
 
For
 
For
 
5
BRIAN A. KENNEY
 
 
 
For
 
For
 
6
MILES L. MARSH
 
 
 
For
 
For
 
7
MARK G. MCGRATH
 
 
 
For
 
For
 
8
MICHAEL E. MURPHY
 
 
 
For
 
For
 
9
CASEY J. SYLLA
 
 
 
For
 
For
02
APPROVAL OF APPOINTMENT OF AUDITORS.
 
 
 
Management
For
 
For
ENCORE ACQUISITION COMPANY
 
 
 
 
 
 
 
Security
 
 
29255W100
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
EAC
 
Meeting Date
 
 
02-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932474303 - Management
City
 
 
 
 
Holding Recon Date
 
15-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
01-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
I. JON BRUMLEY
 
 
 
For
 
For
 
2
JON S. BRUMLEY
 
 
 
For
 
For
 
3
JOHN A. BAILEY
 
 
 
For
 
For
 
4
MARTIN C. BOWEN
 
 
 
For
 
For
 
5
TED COLLINS, JR.
 
 
 
For
 
For
 
6
TED A. GARDNER
 
 
 
For
 
For
 
7
JOHN V. GENOVA
 
 
 
For
 
For
 
8
JAMES A. WINNE III
 
 
 
For
 
For
02
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM - TO RATIFY THE
APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
 
 
Management
For
 
For
CHAMPION ENTERPRISES, INC.
 
 
 
 
 
 
 
Security
 
 
158496109
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
CHB
 
Meeting Date
 
 
03-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932457371 - Management
City
 
 
 
 
Holding Recon Date
 
10-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
02-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
ROBERT W. ANESTIS
 
 
 
For
 
For
 
2
ERIC S. BELSKY
 
 
 
For
 
For
 
3
WILLIAM C. GRIFFITHS
 
 
 
For
 
For
 
4
SELWYN ISAKOW
 
 
 
For
 
For
 
5
BRIAN D. JELLISON
 
 
 
For
 
For
 
6
G. MICHAEL LYNCH
 
 
 
For
 
For
 
7
THOMAS A. MADDEN
 
 
 
For
 
For
 
8
SHIRLEY D. PETERSON
 
 
 
For
 
For
 
9
DAVID S. WEISS
 
 
 
For
 
For
ADMINISTAFF, INC.
 
 
 
 
 
 
 
 
Security
 
 
007094105
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
ASF
 
Meeting Date
 
 
03-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932460746 - Management
City
 
 
 
 
Holding Recon Date
 
06-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
02-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
PAUL J. SARVADI
 
 
 
For
 
For
 
2
AUSTIN P. YOUNG
 
 
 
For
 
For
02
TO APPROVE THE AMENDMENT AND RESTATEMENT OF
THE 2001 INCENTIVE PLAN.
 
 
Management
For
 
For
03
TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS
THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR
2006.
 
 
Management
For
 
For
LIFEPOINT HOSPITALS, INC.
 
 
 
 
 
 
 
Security
 
 
53219L109
 
Meeting Type
 
 
Contested-Annual
Ticker Symbol
 
 
LPNT
 
Meeting Date
 
 
08-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932503306 - Opposition
City
 
 
 
 
Holding Recon Date
 
17-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
05-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
Comments-Activist Shareholder proposed vote. Vote was too late and never occurred.
 
 
 
 
 
1
MOHSIN Y. MEGHJI
 
 
 
For
 
*
 
2
EARL P. HOLLAND
 
 
 
For
 
*
 
3
NICOLE VIGLUCCI
 
 
 
For
 
*
02
APPROVAL OF THE COMPANY'S PROPOSAL TO RATIFY THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE
COMPANY'S REGISTERED PUBLIC ACCOUNTING FIRM.
 
Management
For
 
*
 
Comments-Activist Shareholder proposed vote. Vote was too late and never occurred.
 
 
 
 
 
 
 
 
*Management Position Unknown
 
 
 
 
 
 
WHITING PETROLEUM CORPORATION
 
 
 
 
 
 
Security
 
 
966387102
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
WLL
 
Meeting Date
 
 
09-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932465075 - Management
City
 
 
 
 
Holding Recon Date
 
15-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
08-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
JAMES J. VOLKER
 
 
 
For
 
For
 
2
GRAYDON D. HUBBARD
 
 
 
For
 
For
02
RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE
LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
 
 
Management
For
 
For
SEROLOGICALS CORPORATION
 
 
 
 
 
 
 
Security
 
 
817523103
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
SERO
 
Meeting Date
 
 
10-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932485887 - Management
City
 
 
 
 
Holding Recon Date
 
22-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
09-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
DAVID A. DODD
 
 
 
For
 
For
 
2
RONALD G. GELBMAN
 
 
 
For
 
For
02
TO RATIFY THE APPOINTMENT OF INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER 31,
2006.
 
 
Management
For
 
For
HANOVER COMPRESSOR COMPANY
 
 
 
 
 
 
Security
 
 
410768105
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
HC
 
Meeting Date
 
 
11-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932466128 - Management
City
 
 
 
 
Holding Recon Date
 
20-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
10-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
I. JON BRUMLEY
 
 
 
For
 
For
 
2
TED COLLINS, JR.
 
 
 
For
 
For
 
3
MARGARET K. DORMAN
 
 
 
For
 
For
 
4
ROBERT R. FURGASON
 
 
 
For
 
For
 
5
VICTOR E. GRIJALVA
 
 
 
For
 
For
 
6
GORDON T. HALL
 
 
 
For
 
For
 
7
JOHN E. JACKSON
 
 
 
For
 
For
 
8
STEPHEN M. PAZUK
 
 
 
For
 
For
 
9
L. ALI SHEIKH
 
 
 
 
For
 
For
02
RATIFICATION OF REAPPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP
 
 
Management
For
 
For
03
APPROVAL OF THE HANOVER COMPRESSOR COMPANY
2006 STOCK INCENTIVE PLAN
 
Management
Against
 
Against
 
Comments-Non-Specific Performance Measures
 
 
 
 
 
 
SERVICE CORPORATION INTERNATIONAL
 
 
 
 
 
 
Security
 
 
817565104
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
SCI
 
Meeting Date
 
 
11-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932499367 - Management
City
 
 
 
 
Holding Recon Date
 
21-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
10-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
R.L. WALTRIP
 
 
 
For
 
For
 
2
ANTHONY L. COELHO
 
 
 
For
 
For
 
3
A.J. FOYT, JR.
 
 
 
For
 
For
 
4
EDWARD E. WILLIAMS
 
 
 
For
 
For
02
APPROVAL OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR FISCAL 2006.
 
 
Management
For
 
For
03
APPROVAL OF A PROPOSAL TO APPROVE THE AMENDED
AND RESTATED DIRECTOR FEE PLAN.
 
 
Management
For
 
For
GENTIVA HEALTH SERVICES, INC.
 
 
 
 
 
 
 
Security
 
 
37247A102
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
GTIV
 
Meeting Date
 
 
12-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932488047 - Management
City
 
 
 
 
Holding Recon Date
 
16-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
11-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
AMENDMENT TO THE COMPANY'S AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION TO
DECLASSIFY THE BOARD OF DIRECTORS.
 
 
Management
For
 
For
02
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
STUART R. LEVINE*
 
 
 
For
 
For
 
2
MARY O'NEIL MUNDINGER*
 
 
 
For
 
For
 
3
STUART OLSTEN*
 
 
 
For
 
For
 
4
JOHN A. QUELCH*
 
 
 
For
 
For
03
RATIFICATION AND APPROVAL OF APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
 
 
Management
For
 
For
THE HANOVER INSURANCE GROUP
 
 
 
 
 
 
 
Security
 
 
410867105
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
THG
 
Meeting Date
 
 
16-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932476737 - Management
City
 
 
 
 
Holding Recon Date
 
24-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
15-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
FREDERICK H. EPPINGER*
 
 
 
For
 
For
 
2
GAIL L. HARRISON*
 
 
 
For
 
For
 
3
JOSEPH R. RAMRATH*
 
 
 
For
 
For
 
4
DAVID J. GALLITANO**
 
 
 
For
 
For
 
5
NEAL F. FINNEGAN***
 
 
 
For
 
For
02
RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF THE HANOVER
INSURANCE GROUP, INC. FOR 2006.
 
Management
For
 
For
03
APPROVAL OF THE 2006 LONG-TERM INCENTIVE PLAN.
 
Management
Against
 
Against
 
Comments-Non Specific Performance Measures
 
 
 
 
 
 
 
SUNRISE SENIOR LIVING, INC.
 
 
 
 
 
 
 
Security
 
 
86768K106
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
SRZ
 
Meeting Date
 
 
16-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932487932 - Management
City
 
 
 
 
Holding Recon Date
 
20-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
15-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
THOMAS J. DONOHUE
 
 
 
For
 
For
 
2
J. DOUGLAS HOLLADAY
 
 
 
For
 
For
 
3
WILLIAM G. LITTLE
 
 
 
For
 
For
02
TO APPROVE AN AMENDMENT TO SUNRISE'S RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE
TOTAL NUMBER OF AUTHORIZED SHARES OF SUNRISE'S
COMMON STOCK FROM 60 MILLION SHARES TO 120
MILLION SHARES.
 
Management
For
 
For
GLOBAL INDUSTRIES, LTD.
 
 
 
 
 
 
 
Security
 
 
379336100
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
GLBL
 
Meeting Date
 
 
16-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932488528 - Management
City
 
 
 
 
Holding Recon Date
 
31-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
15-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
WILLIAM J. DORE
 
 
 
For
 
For
 
2
JOHN A. CLERICO
 
 
 
For
 
For
 
3
EDWARD P. DJEREJIAN
 
 
 
For
 
For
 
4
LARRY E. FARMER
 
 
 
For
 
For
 
5
EDGAR G. HOTARD
 
 
 
For
 
For
 
6
RICHARD A. PATTAROZZI
 
 
 
For
 
For
 
7
JAMES L. PAYNE
 
 
 
For
 
For
 
8
MICHAEL J. POLLOCK
 
 
 
For
 
For
 
9
LUIS K. TELLEZ
 
 
 
 
For
 
For
02
RATIFICATION OF THE APPOINTMENT OF DELOITTE &
TOUCHE LLP AS INDEPENDENT AUDITORS OF THE
COMPANY TO SERVE FOR THE 2006 FISCAL YEAR.
 
 
Management
For
 
For
FIRST INDUSTRIAL REALTY TRUST, INC.
 
 
 
 
 
 
Security
 
 
32054K103
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
FR
 
Meeting Date
 
 
17-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932490434 - Management
City
 
 
 
 
Holding Recon Date
 
21-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
16-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
JAMES F. MILLAR*
 
 
 
For
 
For
 
2
JOHN RAU**
 
 
 
For
 
For
 
3
ROBERT J. SLATER**
 
 
 
For
 
For
 
4
W. ED TYLER**
 
 
 
For
 
For
02
APPROVAL OF AMENDMENT NO. 1 TO THE 2001 STOCK
INCENTIVE PLAN.
 
 
Management
Against
 
Against
 
Comments-Non-specific performance and gifting options given for incentives
 
 
 
 
 
 
03
RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
 
 
Management
For
 
For
WABTEC CORPORATION
 
 
 
 
 
 
 
Security
 
 
929740108
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
WAB
 
Meeting Date
 
 
17-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932490840 - Management
City
 
 
 
 
Holding Recon Date
 
07-Apr-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
16-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
KIM G. DAVIS
 
 
 
For
 
For
 
2
MICHAEL W.D. HOWELL
 
 
 
For
 
For
 
3
GARY C. VALADE
 
 
 
For
 
For
02
APPROVAL OF THE AMENDED AND RESTATED STOCK
INCENTIVE PLAN.
 
Management
Against
 
Against
 
Comments-Plan doesn't explain how incentives will be issued
 
 
 
 
 
03
APPROVAL OF THE AMENDED AND RESTATED DIRECTOR
PLAN.
 
Management
For
 
For
GENERAL CABLE CORP
 
 
 
 
 
 
 
 
Security
 
 
369300108
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
BGC
 
Meeting Date
 
 
18-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932465621 - Management
City
 
 
 
 
Holding Recon Date
 
20-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
17-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
GREGORY E. LAWTON
 
 
 
For
 
For
 
2
CRAIG P. OMTVEDT
 
 
 
For
 
For
02
RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO
AUDIT THE 2006 CONSOLIDATED FINANCIAL STATEMENTS
OF GENERAL CABLE.
 
 
Management
For
 
For
PAR PHARMACEUTICAL COMPANIES, INC.
 
 
 
 
 
 
Security
 
 
69888P106
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
PRX
 
Meeting Date
 
 
18-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932495600 - Management
City
 
 
 
 
Holding Recon Date
 
31-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
17-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
PETER S. KNIGHT
 
 
 
For
 
For
 
2
L. WILLIAM SEIDMAN
 
 
 
For
 
For
 
3
SCOTT TARRIFF
 
 
 
For
 
For
02
TO RATIFY THE SELECTION OF THE FIRM OF DELOITTE &
TOUCHE LLP AS AUDITORS FOR THE 2006 FISCAL YEAR
 
 
Management
For
 
For
O'CHARLEY'S INC.
 
 
 
 
 
 
 
 
Security
 
 
670823103
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
CHUX
 
Meeting Date
 
 
18-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932510705 - Management
City
 
 
 
 
Holding Recon Date
 
29-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
17-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
GREGORY L. BURNS
 
 
 
For
 
For
 
2
ROBERT J. WALKER
 
 
 
For
 
For
JARDEN CORPORATION
 
 
 
 
 
 
 
 
Security
 
 
471109108
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
JAH
 
Meeting Date
 
 
19-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932506718 - Management
City
 
 
 
 
Holding Recon Date
 
19-Apr-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
18-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
MARTIN E. FRANKLIN
 
 
 
For
 
For
 
2
RENE-PIERRE AZRIA
 
 
 
For
 
For
02
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG
LLP AS JARDEN CORPORATION'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.
 
Management
For
 
For
ARBITRON INC.
 
 
 
 
 
 
 
 
Security
 
 
03875Q108
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
ARB
 
Meeting Date
 
 
24-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932490686 - Management
City
 
 
 
 
Holding Recon Date
 
03-Apr-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
23-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
ALAN W. ALDWORTH
 
 
 
For
 
For
 
2
SHELLYE L. ARCHAMBEAU
 
 
 
For
 
For
 
3
ERICA FARBER
 
 
 
For
 
For
 
4
PHILIP GUARASCIO
 
 
 
For
 
For
 
5
LARRY E. KITTELBERGER
 
 
 
For
 
For
 
6
STEPHEN B. MORRIS
 
 
 
For
 
For
 
7
LUIS G. NOGALES
 
 
 
For
 
For
 
8
LAWRENCE PERLMAN
 
 
 
For
 
For
 
9
RICHARD A. POST
 
 
 
For
 
For
AVID TECHNOLOGY, INC.
 
 
 
 
 
 
 
 
Security
 
 
05367P100
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
AVID
 
Meeting Date
 
 
24-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932503205 - Management
City
 
 
 
 
Holding Recon Date
 
28-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
23-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
GEORGE H. BILLINGS
 
 
 
For
 
For
 
2
NANCY HAWTHORNE
 
 
 
For
 
For
02
TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR.
 
Management
For
 
For
03
TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.
 
Management
For
 
For
STURM, RUGER & COMPANY, INC.
 
 
 
 
 
 
 
Security
 
 
864159108
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
RGR
 
Meeting Date
 
 
24-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932520275 - Management
City
 
 
 
 
Holding Recon Date
 
20-Apr-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
23-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
JAMES E. SERVICE
 
 
 
For
 
For
 
2
STEPHEN L. SANETTI
 
 
 
For
 
For
 
3
JOHN A. COSENTINO, JR.
 
 
 
For
 
For
 
4
RICHARD T. CUNNIFF
 
 
 
For
 
For
 
5
JOHN M. KINGSLEY, JR.
 
 
 
For
 
For
02
THE APPROVAL OF THE APPOINTMENT OF MCGLADREY &
PULLEN, LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY FOR THE 2006 FISCAL YEAR.
 
Management
For
 
For
03
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
 
Management
For
 
For
PARK-OHIO HOLDINGS CORP.
 
 
 
 
 
 
 
Security
 
 
700666100
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
PKOH
 
Meeting Date
 
 
25-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932495422 - Management
City
 
 
 
 
Holding Recon Date
 
31-Mar-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
24-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
MATTHEW V. CRAWFORD
 
 
 
For
 
For
 
2
KEVIN R. GREENE
 
 
 
For
 
For
 
3
RONNA E. ROMNEY
 
 
 
For
 
For
02
TO APPROVE THE AMENDMENT OF THE PARK-OHIO
HOLDINGS CORP. AMENDED AND RESTATED 1998 LONG-
TERM INCENTIVE PLAN.
 
Management
Against
 
Against
 
Comments-Non Specific Performance Measures
 
 
 
 
 
 
03
TO APPROVE THE PARK-OHIO HOLDINGS CORP. ANNUAL
CASH BONUS PLAN.
 
Management
For
 
For
INTERNET SECURITY SYSTEMS, INC.
 
 
 
 
 
 
 
Security
 
 
46060X107
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
ISSX
 
Meeting Date
 
 
26-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932501934 - Management
City
 
 
 
 
Holding Recon Date
 
07-Apr-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
25-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
THOMAS E. NOONAN
 
 
 
For
 
For
 
2
SAM NUNN
 
 
 
 
For
 
For
 
3
DAVID N. STROHM
 
 
 
For
 
For
U.S. PHYSICAL THERAPY, INC.
 
 
 
 
 
 
 
Security
 
 
90337L108
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
USPH
 
Meeting Date
 
 
31-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932506693 - Management
City
 
 
 
 
Holding Recon Date
 
13-Apr-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
30-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
DANIEL C. ARNOLD
 
 
 
For
 
For
 
2
CHRISTOPHER J. READING
 
 
 
For
 
For
 
3
LAWRANCE W. MCAFEE
 
 
 
For
 
For
 
4
MARK J. BROOKNER
 
 
 
For
 
For
 
5
BRUCE D. BROUSSARD
 
 
 
For
 
For
 
6
BERNARD A. HARRIS, JR.
 
 
 
For
 
For
 
7
MARLIN W. JOHNSTON
 
 
 
For
 
For
 
8
J. LIVINGSTON KOSBERG
 
 
 
For
 
For
 
9
JERALD L. PULLINS
 
 
 
For
 
For
 
10
CLAYTON K. TRIER
 
 
 
For
 
For
02
APPROVAL OF THE AMENDED AND RESTATED 1999
EMPLOYEE STOCK OPTION PLAN.
 
 
Management
Against
 
Against
 
Comments-No clear reason given for gift of stock options
 
 
 
 
 
 
03
RATIFICATION OF THE APPOINTMENT OF GRANT
THORNTON LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2006.
 
 
Management
For
 
For
SYBASE, INC.
 
 
 
 
 
 
 
 
 
Security
 
 
871130100
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
SY
 
Meeting Date
 
 
31-May-2006
 
ISIN
 
 
 
 
Agenda
 
 
932515717 - Management
City
 
 
 
 
Holding Recon Date
 
03-Apr-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
30-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
RICHARD C. ALBERDING
 
 
 
For
 
For
 
2
JACK E. SUM
 
 
 
For
 
For
 
3
LINDA K. YATES
 
 
 
For
 
For
02
RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006
 
Management
For
 
For
03
STOCKHOLDER PROPOSAL TO REORGANIZE THE BOARD
OF DIRECTORS INTO A SINGLE CLASS
 
Shareholder
For
 
Against
IPASS INC.
 
 
 
 
 
 
 
 
 
Security
 
 
46261V108
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
IPAS
 
Meeting Date
 
 
01-Jun-2006
 
ISIN
 
 
 
 
Agenda
 
 
932517571 - Management
City
 
 
 
 
Holding Recon Date
 
17-Apr-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
31-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
KENNETH D. DENMAN
 
 
 
For
 
For
 
2
OLOF PRIPP
 
 
 
 
For
 
For
 
3
ALLAN R. SPIES
 
 
 
For
 
For
02
TO APPROVE IPASS' 2003 NON-EMPLOYEE DIRECTORS
PLAN, AS AMENDED, TO CHANGE THE TERMS AND NUMBER
OF SHARES GRANTED PURSUANT TO STOCK OPTIONS AND
PROVIDE FOR THE GRANT OF RESTRICTED STOCK
AWARDS THEREUNDER.
 
Management
Against
 
Against
 
Comments-Non-Performance based granted stock options
 
 
 
 
 
 
03
RATIFICATION OF THE SELECTION OF KPMG LLP AS IPASS
INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.
 
Management
For
 
For
C&D TECHNOLOGIES, INC.
 
 
 
 
 
 
 
Security
 
 
124661109
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
CHP
 
Meeting Date
 
 
01-Jun-2006
 
ISIN
 
 
 
 
Agenda
 
 
932526392 - Management
 
City
 
 
 
 
Holding Recon Date
 
 
20-Apr-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
 
31-May-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
WILLIAM HARRAL, III
 
 
 
For
 
For
 
2
PAMELA LEWIS DAVIES
 
 
 
For
 
For
 
3
KEVIN P. DOWD
 
 
 
For
 
For
 
4
JEFFREY A. GRAVES
 
 
 
For
 
For
 
5
ROBERT I. HARRIES
 
 
 
For
 
For
 
6
GEORGE MACKENZIE
 
 
 
For
 
For
 
7
JOHN A.H. SHOBER
 
 
 
For
 
For
 
8
STANLEY W. SILVERMAN
 
 
 
For
 
For
 
9
ELLEN C. WOLF
 
 
 
For
 
For
02
APPROVAL OF THE COMPANY'S 2007 STOCK INCENTIVE
PLAN.
 
Management
For
 
For
03
RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING JANUARY 31, 2007.
 
Management
For
 
For
MANTECH INTERNATIONAL CORP.
 
 
 
 
 
 
 
Security
 
 
564563104
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
MANT
 
Meeting Date
 
 
06-Jun-2006
 
ISIN
 
 
 
 
Agenda
 
 
932538929 - Management
City
 
 
 
 
Holding Recon Date
 
13-Apr-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
05-Jun-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
GEORGE J. PEDERSEN
 
 
 
For
 
For
 
2
RICHARD L. ARMITAGE
 
 
 
For
 
For
 
3
BARRY G. CAMPBELL
 
 
 
For
 
For
 
4
ROBERT A. COLEMAN
 
 
 
For
 
For
 
5
WALTER R. FATZINGER, JR
 
 
 
For
 
For
 
6
DAVID E. JEREMIAH
 
 
 
For
 
For
 
7
RICHARD J. KERR
 
 
 
For
 
For
 
8
STEPHEN W. PORTER
 
 
 
For
 
For
 
9
PAUL G. STERN
 
 
 
For
 
For
02
APPROVE THE ADOPTION OF OUR 2006 MANAGEMENT
INCENTIVE PLAN.
 
Management
Against
 
Against
 
Comments-Non-Specific Performance Measures
 
 
 
 
 
 
03
RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO
SERVE AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2006.
 
Management
For
 
For
CEDAR SHOPPING CENTERS, INC.
 
 
 
 
 
 
 
Security
 
 
150602209
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
CDR
 
Meeting Date
 
 
13-Jun-2006
 
ISIN
 
 
 
 
Agenda
 
 
932511000 - Management
City
 
 
 
 
Holding Recon Date
 
21-Apr-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
12-Jun-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
JAMES J. BURNS
 
 
 
For
 
For
 
2
RICHARD HOMBURG
 
 
 
For
 
For
 
3
PAUL G. KIRK, JR.
 
 
 
For
 
For
 
4
EVERETT B. MILLER, III
 
 
 
For
 
For
 
5
LEO S. ULLMAN
 
 
 
For
 
For
 
6
BRENDA J. WALKER
 
 
 
For
 
For
 
7
ROGER M. WIDMANN
 
 
 
For
 
For
02
TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.
 
Management
For
 
For
THE BISYS GROUP, INC.
 
 
 
 
 
 
 
 
Security
 
 
055472104
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
BSG
 
Meeting Date
 
 
13-Jun-2006
 
ISIN
 
 
 
 
Agenda
 
 
932532080 - Management
City
 
 
 
 
Holding Recon Date
 
04-May-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
12-Jun-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
ROBERT J. CASALE
 
 
 
For
 
For
 
2
DENIS A. BOVIN
 
 
 
For
 
For
 
3
THOMAS A. COOPER
 
 
 
For
 
For
 
4
DONI L. FORDYCE
 
 
 
For
 
For
 
5
RUSSELL P. FRADIN
 
 
 
For
 
For
 
6
RICHARD J. HAVILAND
 
 
 
For
 
For
 
7
JOSEPH J. MELONE
 
 
 
For
 
For
02
THE PROPOSAL TO APPROVE THE COMPANY'S 2006
EMPLOYEE STOCK PURCHASE PLAN.
 
 
Management
Against
 
Against
 
Comments-Discount Option Pricing
 
 
 
 
 
 
03
THE PROPOSAL TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2006.
 
 
Management
For
 
For
MODTECH HOLDINGS, INC.
 
 
 
 
 
 
 
Security
 
 
60783C100
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
MODT
 
Meeting Date
 
 
13-Jun-2006
 
ISIN
 
 
 
 
Agenda
 
 
932533880 - Management
City
 
 
 
 
Holding Recon Date
 
05-May-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
12-Jun-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
DAVID M. BUCKLEY
 
 
 
For
 
For
 
2
ROBERT W. CAMPBELL
 
 
 
For
 
For
 
3
DANIEL J. DONAHOE III
 
 
 
For
 
For
 
4
STANLEY N. GAINES
 
 
 
For
 
For
 
5
CHARLES R. GWIRTSMAN
 
 
 
For
 
For
 
6
CHARLES C. MCGETTIGAN
 
 
 
For
 
For
 
7
MYRON A. WICK III
 
 
 
For
 
For
02
APPROVAL OF THE PROPOSED AMENDMENT TO THE 2002
STOCK OPTION PLAN.
 
Management
Against
 
Against
 
Comments-Non-Specific Performance Measures
 
 
 
 
 
 
03
RATIFICATION OF THE APPOINTMENT OF PETERSON &
COMPANY AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE YEAR ENDING DECEMBER 31, 2006.
 
Management
For
 
For
CALIFORNIA PIZZA KITCHEN, INC.
 
 
 
 
 
 
 
Security
 
 
13054D109
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
CPKI
 
Meeting Date
 
 
14-Jun-2006
 
ISIN
 
 
 
 
Agenda
 
 
932519753 - Management
City
 
 
 
 
Holding Recon Date
 
26-Apr-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
13-Jun-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
WILLIAM C. BAKER
 
 
 
For
 
For
 
2
LARRY S. FLAX
 
 
 
For
 
For
 
3
HENRY GLUCK
 
 
 
For
 
For
 
4
STEVEN C. GOOD
 
 
 
For
 
For
 
5
CHARLES G. PHILLIPS
 
 
 
For
 
For
 
6
AVEDICK B. POLADIAN
 
 
 
For
 
For
 
7
RICHARD L. ROSENFIELD
 
 
 
For
 
For
 
8
ALAN I. ROTHENBERG
 
 
 
For
 
For
02
APPROVAL OF INDEMNIFICATION AGREEMENT.
 
 
Management
For
 
For
03
RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.
 
Management
For
 
For
FILENET CORPORATION
 
 
 
 
 
 
 
 
Security
 
 
316869106
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
FILE
 
Meeting Date
 
 
15-Jun-2006
 
ISIN
 
 
 
 
Agenda
 
 
932523625 - Management
City
 
 
 
 
Holding Recon Date
 
19-Apr-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
14-Jun-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
LEE D. ROBERTS
 
 
 
For
 
For
 
2
JOHN C. SAVAGE
 
 
 
For
 
For
 
3
ROGER S. SIBONI
 
 
 
For
 
For
 
4
THEODORE J. SMITH
 
 
 
For
 
For
02
TO APPROVE THE AMENDMENT TO THE AMENDED AND
RESTATED 2002 INCENTIVE AWARD PLAN.
 
Management
 
 
 
 
Comments-Non-specific Performance Measures
 
 
 
 
 
 
03
TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP
AS THE INDEPENDENT ACCOUNTANTS OF THE COMPANY
FOR ITS YEAR ENDING DECEMBER 31, 2006.
 
Management
For
 
For
COST PLUS, INC.
 
 
 
 
 
 
 
 
Security
 
 
221485105
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
CPWM
 
Meeting Date
 
 
22-Jun-2006
 
ISIN
 
 
 
 
Agenda
 
 
932535721 - Management
City
 
 
 
 
Holding Recon Date
 
27-Apr-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
21-Jun-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
JOSEPH H. COULOMBE
 
 
 
For
 
For
 
2
CHRISTOPHER V. DODDS
 
 
 
For
 
For
 
3
BARRY J. FELD
 
 
 
For
 
For
 
4
DANNY W. GURR
 
 
 
For
 
For
 
5
KIM D. ROBBINS
 
 
 
For
 
For
 
6
FREDRIC M. ROBERTS
 
 
 
For
 
For
02
TO APPROVE AN AMENDMENT TO THE COMPANY'S 2004
STOCK PLAN TO INCREASE THE NUMBER OF SHARES
RESERVED FOR ISSUANCE THEREUNDER BY 1,000,000
SHARES.
 
Management
Against
 
Against
 
Comments-Non-Specific Performance Measures
 
 
 
 
 
 
03
TO APPROVE AN AMENDMENT TO THE COMPANY'S 1996
DIRECTOR OPTION PLAN TO INCREASE THE NUMBER OF
SHARES RESERVED FOR ISSUANCE THEREUNDER BY
200,000 SHARES.
 
Management
Against
 
Against
 
Comments-Not Performance Based
 
 
 
 
 
 
 
04
TO RATIFY AND APPROVE THE APPOINTMENT OF DELOITTE
& TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL
YEAR ENDING FEBRUARY 3, 2007.
 
Management
For
 
For
BE AEROSPACE, INC.
 
 
 
 
 
 
 
 
Security
 
 
073302101
 
Meeting Type
 
 
Annual
 
Ticker Symbol
 
 
BEAV
 
Meeting Date
 
 
28-Jun-2006
 
ISIN
 
 
 
 
Agenda
 
 
932524588 - Management
City
 
 
 
 
Holding Recon Date
 
02-May-2006
 
Country
 
 
United States
 
Vote Deadline Date
 
27-Jun-2006
 
SEDOL(s)
 
 
 
 
Quick Code
 
 
 
 
Item
Proposal
 
 
 
 
Type
Vote
 
For/Against
Management
01
DIRECTOR
 
 
 
 
Management
 
 
 
 
1
RICHARD G. HAMERMESH
 
 
 
For
 
For
 
2
AMIN J. KHOURY
 
 
 
For
 
For
02
PROPOSAL TO AMEND THE 2005 LONG-TERM INCENTIVE
PLAN.
 
Management
Against
 
Against
 
Comments-Non-Specific Performance Measures
 
 
 
 
 
 
03
PROPOSAL TO AMEND THE CERTIFICATE OF
INCORPORATION.
Management
For
 
For
04
PROPOSAL TO ADOPT THE STOCKHOLDER PROPOSAL
(THE MACBRIDE PRINCIPLES).
 
Shareholder
Against
 
For
 
 

 
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.


Frontegra Funds, Inc.


By: /s/ Thomas J. Holmberg, Jr.                                                  
             Thomas J. Holmberg, Jr., Co-President
             (Principal Executive Officer)


Date:               8/24/06