0001162044-12-000832.txt : 20120827 0001162044-12-000832.hdr.sgml : 20120827 20120827162533 ACCESSION NUMBER: 0001162044-12-000832 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120630 FILED AS OF DATE: 20120827 DATE AS OF CHANGE: 20120827 EFFECTIVENESS DATE: 20120827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE FUNDS CENTRAL INDEX KEY: 0001030979 IRS NUMBER: 770449050 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-08043 FILM NUMBER: 121057394 BUSINESS ADDRESS: STREET 1: C/O BERKSHIRE CAPITAL HOLDINGS INC STREET 2: 475 MILAN DR SUITE 103 CITY: SAN JOSE STATE: CA ZIP: 95134-2453 BUSINESS PHONE: 4085260707 MAIL ADDRESS: STREET 1: C/O BERKSHIRE CAPITAL HOLDINGS INC STREET 2: 475 MILAN DR SUITE 103 CITY: SAN JOSE STATE: CA ZIP: 95134 0001030979 S000004886 Berkshire Focus Fund C000013240 Berkshire Focus Fund BFOCX N-PX 1 npx.txt As filed with the Securities and Exchange Commission on August 27, 2012 ------------------------------------------------------------------------------ ============================================================================== 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 811-08043 ----------------------------------------------------------- THE BERKSHIRE FUNDS (Exact name of registrant as specified in charter) 475 Milan Drive, Suite #103 San Jose, CA 95134-2453 (Address of principal executive offices) ----------------------------------------------------------- AGENT FOR SERVICE: MALCOLM R. FOBES III The Berkshire Funds 475 Milan Drive, Suite #103 San Jose, CA 95134-2453 (Name and Address of Agent for Service) COPIES TO: DONALD S. MENDELSOHN, ESQ. Thompson Hine LLP 312 Walnut Street 14th Floor Cincinnati, Ohio 45202 ----------------------------------------------------------- Registrant's telephone number, including area code: 1-408-526-0707 ----------------------------------------------------------- Date of fiscal year end: December 31 Date of reporting period: July 1, 2011 - June 30, 2012 Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, And the Commission will make this information public. A registrant is not Required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of infor- mation under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. PROXY VOTING RECORD ============================================================================== COMPANY: ALEXION PHARMACEUTICALS, INC. TICKER: ALXN CUSIP: 015351109 MEETING DATE: 5/7/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director LEONARD BELL For For Management 1.2 Elect Director MAX LINK For For Management 1.3 Elect Director WILLIAM R. KELLER For For Management 1.4 Elect Director JOSEPH A. MADRI For For Management 1.5 Elect Director LARRY L. MATHIS For For Management 1.6 Elect Director R. DOUGLAS NORBY For For Management 1.7 Elect Director ALVIN S. PARVEN For For Management 1.8 Elect Director ANDREAS RUMMELT For For Management 1.9 Elect Director ANN M. VENEMAN For For Management 2 RATIFICATION OF APPOINTMENT BY THE BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS ALEXION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. For For Management 3 APPROVAL OF A NON-BINDING ADVISORY VOTE OF THE COMPENSATION PAID TO ALEXION'S NAMED EXECUTIVE OFFICERS. For For Management ============================================================================== COMPANY: ALTERA CORPORATION TICKER: ALTR CUSIP: 021441100 MEETING DATE: 5/8/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director JOHN P. DAANE For For Management 1.2 Elect Director T. MICHAEL NEVENS For For Management 1.3 Elect Director ELISHA W. FINNEY For For Management 1.4 Elect Director KEVIN MCGARITY For For Management 1.5 Elect Director KRISH A. PRABHU For For Management 1.6 Elect Director JOHN SHOEMAKER For For Management 1.7 Elect Director THOMAS H. WAECHTER For For Management 1.8 Elect Director SUSAN WANG For For Management 2 TO APPROVE AN AMENDMENT TO THE 2005 EQUITY INCENTIVE PLAN TO INCREASE BY 7,000,000 THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN. For For Management 3 TO APPROVE A SECOND AMENDMENT TO THE 2005 EQUITY INCENTIVE PLAN REGARDING NON-EMPLOYEE DIRECTOR EQUITY AWARDS. For For Management 4 TO APPROVE AN AMENDMENT TO THE 1987 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE BY 1,000,000 THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN. For For Management 5 TO APPROVE AMENDMENTS TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO ALLOW ACTION BY WRITTEN CONSENT OF STOCKHOLDERS. For For Management 6 TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE OFFICER COMPENSATION. For For Management 7 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. For For Management ============================================================================== COMPANY: AMAZON.COM, INC. TICKER: AMZN CUSIP: 023135106 MEETING DATE: 5/24/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director JEFFREY P. BEZOS For For Management 1.2 Elect Director TOM A. ALBERG For For Management 1.3 Elect Director JOHN SEELY BROWN For For Management 1.4 Elect Director WILLIAM B. GORDON For For Management 1.5 Elect Director JAMIE S. GORELICK For For Management 1.6 Elect Director BLAKE G. KRIKORIAN For For Management 1.7 Elect Director ALAIN MONIE For For Management 1.8 Elect Director JONATHAN J. RUBINSTEIN For For Management 1.9 Elect Director THOMAS O. RYDER For For Management 1.10 Elect Director PATRICIA Q. STONESIFER For For Management 2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS. For For Management 3 APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS, AS AMENDED, PURSUANT TO SECTION 162(M) OF THE INTERNAL REVENUE CODE IN OUR 1997 STOCK INCENTIVE PLAN. For For Management 4 SHAREHOLDER PROPOSAL REGARDING AN ASSESSMENT AND REPORT ON CLIMATE CHANGE. Against Against Shareholder 5 SHAREHOLDER PROPOSAL CALLING FOR CERTAIN DISCLOSURES REGARDING CORPORATE POLITICAL CONTRIBUTIONS. Against Against Shareholder ============================================================================== COMPANY: APPLE, INC. TICKER: AAPL CUSIP: 037833100 MEETING DATE: 2/23/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director WILLIAM V. CAMPBELL For For Management 1.2 Elect Director TIMOTHY D. COOK For For Management 1.3 Elect Director MILLARD S. DREXLER For For Management 1.4 Elect Director AL GORE For For Management 1.5 Elect Director ROBERT A. IGER For For Management 1.6 Elect Director ANDREA JUNG For For Management 1.7 Elect Director ARTHUR D. LEVINSON For For Management 1.8 Elect Director RONALD D. SUGAR For For Management 2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. For For Management 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION. For For Management 4 A SHAREHOLDER PROPOSAL ENTITLED "CONFLICT OF INTEREST REPORT." Against Against Shareholder 5 A SHAREHOLDER PROPOSAL ENTITLED "SHAREHOLDER SAY ON DIRECTOR PAY." Against Against Shareholder 6 A SHAREHOLDER PROPOSAL ENTITLED "REPORT ON POLITICAL CONTRIBUTIONS AND EXPENDITURES." Against Against Shareholder 7 A SHAREHOLDER PROPOSAL ENTITLED "ADOPT A MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONS." Against Against Shareholder ============================================================================== COMPANY: ARUBA NETWORKS, INC. TICKER: ARUN CUSIP: 043176106 MEETING DATE: 12/15/11 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director DOMINIC P. ORR For For Management 1.2 Elect Director KEERTI MELKOTE For For Management 1.3 Elect Director BERNARD GUIDON For For Management 1.4 Elect Director EMMANUEL HERNANDEZ For For Management 1.5 Elect Director MICHAEL R. KOUREY For For Management 1.6 Elect Director DOUGLAS LEONE For For Management 1.7 Elect Director WILLEM P. ROELANDTS For For Management 1.8 Elect Director JUERGEN ROTTLER For For Management 1.9 Elect Director DANIEL WARMENHOVEN For For Management 2 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2012. For For Management 3 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION. For For Management 4 NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 1 Year 1 Year Management ============================================================================== COMPANY: BROADCOM CORPORATION TICKER: BRCM CUSIP: 111320107 MEETING DATE: 5/15/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director ROBERT J. FINOCCHIO, JR For For Management 1.2 Elect Director NANCY H. HANDEL For For Management 1.3 Elect Director EDDY W. HARTENSTEIN For For Management 1.4 Elect Director MARIA M. KLAWE, PH.D. For For Management 1.5 Elect Director JOHN E. MAJOR For For Management 1.6 Elect Director SCOTT A. MCGREGOR For For Management 1.7 Elect Director WILLIAM T. MORROW For For Management 1.8 Elect Director HENRY SAMUELI, PH.D. For For Management 1.9 Elect Director ROBERT E. SWITZ For For Management 2 TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE BROADCOM CORPORATION 1998 EMPLOYEE STOCK PURCHASE PLAN, AS PREVIOUSLY AMENDED AND RESTATED, THAT WOULD EXTEND THE TERM OF THE PLAN THROUGH MAY 15, 2022, AND EFFECT VARIOUS TECHNICAL REVISIONS AND IMPROVEMENTS. For For Management 3 TO APPROVE THE ADOPTION OF THE BROADCOM CORPORATION 2012 STOCK INCENTIVE PLAN. For For Management 4 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012. For For Management ============================================================================== COMPANY: CHIPOTLE MEXICAN GRILL, INC. TICKER: CMG CUSIP: 169656105 MEETING DATE: 5/31/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director STEVE ELLS For For Management 1.2 Elect Director PATRICK J. FLYNN For For Management 2 AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR EXECUTIVE OFFICERS AS DISCLOSED IN OUR PROXY STATEMENT. For For Management 3 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012. For For Management 4 PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS. Against Against Shareholder ============================================================================== COMPANY: EMC CORPORATION TICKER: EMC CUSIP: 268648102 MEETING DATE: 3/1/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director MICHAEL W. BROWN For For Management 1.2 Elect Director RANDOLPH L. COWEN For For Management 1.3 Elect Director GAIL DEEGAN For For Management 1.4 Elect Director JAMES S. DISTASIO For For Management 1.5 Elect Director JOHN R. EGAN For For Management 1.6 Elect Director EDMUND F. KELLY For For Management 1.7 Elect Director WINDLE B. PRIEM For For Management 1.8 Elect Director PAUL SAGAN For For Management 1.9 Elect Director DAVID N. STROHM For For Management 1.10 Elect Director JOSEPH M. TUCCI For For Management 2 RATIFICATION OF THE SELECTION BY THE AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012, AS DESCRIBED IN EMC'S PROXY STATEMENT. For For Management 3 ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION, AS DESCRIBED IN EMC'S PROXY STATEMENT. For For Management ============================================================================== COMPANY: EXPEDIA, INC. TICKER: EXPE CUSIP: 30212P105 MEETING DATE: 12/6/11 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1 APPROVAL OF AMENDMENTS TO EXPEDIA AMENDED & RESTATED CERTIFICATE OF INCORPORATION THAT WOULD EFFECT SPIN-OFF OF TRIPADVISOR, INC. For For Management 2 APPROVAL OF AMENDMENTS TO THE EXPEDIA AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A ONE-FOR-TWO REVERSE STOCK SPLIT OF EXPEDIA COMMON STOCK AND CLASS B COMMON STOCK. For For Management 3 APPROVAL AND ADOPTION OF A MERGER AGREEMENT, UNDER WHICH A WHOLLY OWNED SUBSIDIARY OF EXPEDIA WOULD MERGE WITH AND INTO EXPEDIA, FOR THE PURPOSE OF CONVERTING ALL SHARES OF SERIES A PREFERRED STOCK INTO CASH. For For Management 4 APPROVAL OF THE ADDITION OF PROVISIONS TO THE EXPEDIA AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PURSUANT TO WHICH EXPEDIA WOULD RENOUNCE ANY INTEREST OR EXPECTANCY IN CERTAIN CORPORATE OPPORTUNITIES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. For For Management 5.1 Elect Director A. GEORGE "SKIP" BATTLE For For Management 5.2 Elect Director BARRY DILLER For For Management 5.3 Elect Director JONATHAN L. DOLGEN For For Management 5.4 Elect Director WILLIAM R. FITZGERA For For Management 5.5 Elect Director CRAIG A. JACOBSON For For Management 5.6 Elect Director VICTOR A. KAUFMAN For For Management 5.7 Elect Director PETER M. KERN For For Management 5.8 Elect Director DARA KHOSROWSHAHI For For Management 5.9 Elect Director JOHN C. MALONE For For Management 5.10 Elect Director JOSE A. TAZON For For Management 6 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS EXPEDIA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2011. For For Management 7 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF EXPEDIA'S NAMED EXECUTIVE OFFICERS. For For Management 8 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF EXPEDIA'S NAMED EXECUTIVE OFFICERS. 3 Years 3 Years Management ============================================================================== COMPANY: F5 NETWORKS, INC. TICKER: FFIV CUSIP: 315616102 MEETING DATE: 3/15/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1 ELECTION OF CLASS I DIRECTOR: JONATHAN CHADWICK For For Management 2 RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012. For For Management 3 ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. For For Management 4 ADVISORY VOTE ON SHAREHOLDER PROPOSAL REGARDING DECLASSIFICATION OF OUR BOARD OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder ============================================================================== COMPANY: FORTINET INC. TICKER: FTNT CUSIP: 34959E109 MEETING DATE: 6/14/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director CHENMING HU For For Management 1.2 Elect Director HONG LIANG LU For For Management 1.3 Elect Director KEN XIE For For Management 2 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS FORTINET'S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. For For Management 3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. For For Management ============================================================================== COMPANY: GOOGLE INC. TICKER: GOOG CUSIP: 38259P508 MEETING DATE: 6/21/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director LARRY PAGE For For Management 1.2 Elect Director SERGEY BRIN For For Management 1.3 Elect Director ERIC E. SCHMIDT For For Management 1.4 Elect Director L. JOHN DOERR For For Management 1.5 Elect Director DIANE B. GREENE For For Management 1.6 Elect Director JOHN L. HENNESSY For For Management 1.7 Elect Director ANN MATHER For For Management 1.8 Elect Director PAUL S. OTELLINI For For Management 1.9 Elect Director K. RAM SHRIRAM For For Management 1.10 Elect Director SHIRLEY M. TILGHMAN For For Management 2 THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. For For Management 3A PROPOSAL 3 - THE APPROVAL OF THE ADOPTION OF GOOGLE'S FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION*: THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ESTABLISH THE CLASS C CAPITAL STOCK AND TO MAKE CERTAIN CLARIFYING CHANGES. For For Management 3B THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK FROM 6 BILLION TO 9 BILLION. For For Management 3C THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE TREATMENT OF SHARES OF CLASS A COMMON STOCK IN A MANNER THAT IS AT LEAST AS FAVORABLE AS THE SHARES OF CLASS B COMMON STOCK. * EACH OF THE PROPOSALS COMPRISING PROPOSAL 3 IS CROSS-CONDITIONED UPON THE APPROVAL BY OUR STOCKHOLDERS OF ALL OF THE PROPOSALS COMPRISING PROPOSAL 3. NONE OF PROPOSALS 3A, 3B, OR 3C WILL BE DEEMED APPROVED UNLESS ALL OF THEM ARE APPROVED. THE APPROVAL OF EACH OF THE PROPOSALS COMPRISING PROPOSAL 3 SHALL CONSTITUTE THE REQUISITE APPROVAL OF THE ADOPTION OF GOOGLE'S FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AS REQUIRED BY DELAWARE LAW. For For Management 4 THE APPROVAL OF GOOGLE'S 2012 STOCK PLAN. For For Management 5 THE APPROVAL OF GOOGLE'S 2012 INCENTIVE COMPENSATION PLAN FOR EMPLOYEES AND CONSULTANTS OF MOTOROLA MOBILITY. For For Management 6 A STOCKHOLDER PROPOSAL REGARDING AN ADVISORY VOTE ON POLITICAL CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder 7 A STOCKHOLDER PROPOSAL REGARDING MANDATORY ARBITRATION OF CERTAIN SHAREHOLDER CLAIMS, IF PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder 8 A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. Against Against Shareholder ============================================================================== COMPANY: INTUITIVE SURGICAL, INC. TICKER: ISRG CUSIP: 46120E602 MEETING DATE: 4/19/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director GARY S. GUTHART, PH.D. For For Management 1.2 Elect Director MARK J. RUBASH For For Management 1.3 Elect Director LONNIE M. SMITH For For Management 2 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2010 INCENTIVE AWARD PLAN. For For Management 3 TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. For For Management 4 TO APPROVE THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFIED STRUCTURE OF THE BOARD AND TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS. For For Management 5 THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. For For Management ============================================================================== COMPANY: JUNIPER NETWORKS, INC. TICKER: JNPR CUSIP: 48203R104 MEETING DATE: 5/22/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director MERCEDES JOHNSON For For Management 1.2 Elect Director SCOTT KRIENS For For Management 1.3 Elect Director WILLIAM R. STENSRUD For For Management 2 RATIFICATION OF ERNST & YOUNG LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS FOR 2012. For For Management 3 APPROVAL OF THE PROPOSED AMENDMENT TO THE JUNIPER NETWORKS, INC. 2006 EQUITY INCENTIVE PLAN THAT INCREASES THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER. For For Management 4 APPROVAL OF THE PROPOSED AMENDMENT TO THE JUNIPER NETWORKS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN THAT INCREASES THE NUMBER OF SHARES AVAILABLE FOR SALE THEREUNDER. For For Management 5 APPROVAL OF THE PROPOSED AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JUNIPER NETWORKS, INC. TO DECLASSIFY THE BOARD OF DIRECTORS. For For Management 6 APPROVAL OF A NON-BINDING ADVISORY RESOLUTION ON JUNIPER NETWORKS, INC.'S EXECUTIVE COMPENSATION. For For Management ============================================================================== COMPANY: LINKEDIN CORPORATION TICKER: LNKD CUSIP: 53578A108 MEETING DATE: 6/14/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director LESLIE KILGORE For For Management 1.2 Elect Director JEFFREY WEINER For For Management 2 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. For For Management 3 ADVISORY VOTE REGARDING THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION. 3 Years 3 Years Management 4 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF LINKEDIN CORPORATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. For For Management ============================================================================== COMPANY: LULULEMON ATHLETICA INC. TICKER: LULU CUSIP: 550021109 MEETING DATE: 6/6/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director CHRISTINE M. DAY* For For Management 1.2 Elect Director MARTHA A.M. MORFITT* For For Management 1.3 Elect Director RHODA M. PITCHER* For For Management 1.4 Elect Director EMILY WHITE* For For Management 1.5 Elect Director JERRY STRITZKE** For For Management 2 TO APPROVE THE PERFORMANCE-BASED EQUITY INCENTIVE PROVISIONS IN THE 2007 EQUITY INCENTIVE PLAN, AS AMENDED, AS REQUIRED BY SECTION 162(M) OF THE INTERNAL REVENUE CODE. For For Management 3 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 3, 2013. For For Management ============================================================================== COMPANY: NETAPP, INC. TICKER: NTAP CUSIP: 64110D104 MEETING DATE: 8/31/11 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director DANIEL J. WARMENHOVEN For For Management 1.2 Elect Director NICHOLAS G. MOORE For For Management 1.3 Elect Director THOMAS GEORGENS For For Management 1.4 Elect Director JEFFRY R. ALLEN For For Management 1.5 Elect Director ALAN L. EARHART For For Management 1.6 Elect Director GERALD HELD For For Management 1.7 Elect Director T. MICHAEL NEVENS For For Management 1.8 Elect Director GEORGE T. SHAHEEN For For Management 1.9 Elect Director ROBERT T. WALL For For Management 1.10 Elect Director RICHARD P. WALLACE For For Management 2 TO APPROVE AN AMENDMENT TO THE COMPANY'S 1999 STOCK OPTION PLAN (THE "1999 PLAN") TO INCREASE THE SHARE RESERVE BY AN ADDITIONAL 7,700,000 SHARES OF COMMON STOCK AND TO APPROVE THE 1999 PLAN FOR SECTION 162(M) PURPOSES TO ENABLE CERTAIN AWARDS GRANTED UNDER THE 1999 PLAN TO CONTINUE TO QUALIFY AS DEDUCTIBLE "PERFORMANCE-BASED COMPENSATION" WITHIN THE MEANING OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. For For Management 3 TO APPROVE AN AMENDMENT TO THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN ("PURCHASE PLAN") TO INCREASE THE SHARE RESERVE BY AN ADDITIONAL 3,500,000 SHARES OF COMMON STOCK. For For Management 4 TO CONDUCT AN ADVISORY VOTE AND APPROVE AN ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION. For For Management 5 TO CONDUCT AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION. For For Management 6 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING APRIL 27, 2012. For For Management ============================================================================== COMPANY: NETFLIX, INC. TICKER: NFLX CUSIP: 64110L106 MEETING DATE: 6/1/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director RICHARD N. BARTON For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012. For For Management 3 ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE OFFICER COMPENSATION. For For Management 4 CONSIDERATION OF A STOCKHOLDER PROPOSAL IF PROPERLY BROUGHT BEFORE THE MEETING TO REPEAL THE COMPANY'S CLASSIFIED BOARD. Against Against Shareholder 5 CONSIDERATION OF A STOCKHOLDER PROPOSAL IF PROPERLY BROUGHT BEFORE THE MEETING REGARDING SPECIAL SHAREOWNERS MEETINGS. Against Against Shareholder ============================================================================== COMPANY: NETSUITE INC. TICKER: N CUSIP: 64118Q107 MEETING DATE: 6/13/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director EVAN GOLDBERG For For Management 1.2 Elect Director STEVEN J. GOMO For For Management 1.3 Elect Director CATHERINE R. KINNEY For For Management 2 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. For For Management ============================================================================== COMPANY: ORACLE CORPORATION TICKER: ORCL CUSIP: 68389X105 MEETING DATE: 10/12/11 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director JEFFREY S. BERG For For Management 1.2 Elect Director H. RAYMOND BINGHAM For For Management 1.3 Elect Director MICHAEL J. BOSKIN For For Management 1.4 Elect Director SAFRA A. CATZ For For Management 1.5 Elect Director BRUCE R. CHIZEN For For Management 1.6 Elect Director GEORGE H. CONRADES For For Management 1.7 Elect Director LAWRENCE J. ELLISON For For Management 1.8 Elect Director HECTOR GARCIA-MOLINA For For Management 1.9 Elect Director JEFFREY O. HENLEY For For Management 1.10 Elect Director MARK V. HURD For For Management 1.11 Elect Director DONALD L. LUCAS For For Management 1.12 Elect Director NAOMI O. SELIGMAN For For Management 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION. For For Management 3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES RELATING TO EXECUTIVE COMPENSATION. None 1 Year Management 4 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AS THE INDEPENDENT PUBLIC ACCOUNTING FIRM FOR FISCAL 2012. For For Management 5 ACT ON A STOCKHOLDER PROPOSAL REGARDING EQUITY RETENTION. Against Against Shareholder ============================================================================== COMPANY: PANERA BREAD COMPANY TICKER: PNRA CUSIP: 69840W108 MEETING DATE: 3/17/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director DOMENIC COLASACCO For For Management 1.2 Elect Director THOMAS E. LYNCH For For Management 2 TO APPROVE, IN A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. For For Management 3 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 25, 2012. For For Management ============================================================================== COMPANY: PRICELINE.COM INCORPORATED TICKER: PCLN CUSIP: 741503403 MEETING DATE: 6/7/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director JEFFERY H. BOYD For For Management 1.2 Elect Director RALPH M. BAHNA For For Management 1.3 Elect Director HOWARD W. BARKER, JR. For For Management 1.4 Elect Director JAN L. DOCTER For For Management 1.5 Elect Director JEFFREY E. EPSTEIN For For Management 1.6 Elect Director JAMES M. GUYETTE For For Management 1.7 Elect Director NANCY B. PERETSMAN For For Management 1.8 Elect Director CRAIG W. RYDIN For For Management 2 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2012. For For Management 3 TO APPROVE ON AN ADVISORY BASIS THE COMPENSATION PAID BY THE COMPANY TO OUR NAMED EXECUTIVE OFFICERS. For For Management 4 TO CONSIDER AND VOTE UPON A STOCKHOLDER PROPOSAL ON STOCKHOLDER ACTION BY WRITTEN CONSENT. Against Against Shareholder ============================================================================== COMPANY: RACKSPACE HOSTING, INC. TICKER: RAX CUSIP: 750086100 MEETING DATE: 5/2/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director S. JAMES BISHKIN For For Management 1.2 Elect Director FRED REICHHELD For For Management 1.3 Elect Director MARK P. MELLIN For For Management 2 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. For For Management 3 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE AMENDED AND RESTATED 2007 LONG TERM INCENTIVE PLAN. For For Management ============================================================================== COMPANY: RIVERBED TECHNOLOGY, INC. TICKER: RVBD CUSIP: 768573107 MEETING DATE: 5/30/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director MICHAEL BOUSTRIDGE For For Management 1.2 Elect Director JERRY M. KENNELLY For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF RIVERBED TECHNOLOGY, INC. FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2012. For For Management 3 TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. For For Management ============================================================================== COMPANY: SALESFORCE.COM, INC. TICKER: CRM CUSIP: 79466L302 MEETING DATE: 6/7/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director CRAIG RAMSEY For For Management 1.2 Elect Director SANFORD ROBERTSON For For Management 1.3 Elect Director MAYNARD WEBB For For Management 2 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2013. For For Management 3 TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE OFFICER COMPENSATION. For For Management 4 TO CONSIDER ONE STOCKHOLDER PROPOSAL ENTITLED "PROPOSAL TO REPEAL CLASSIFIED BOARD" IF PROPERLY PRESENTED AT THE ANNUAL MEETING. Against Against Shareholder ============================================================================== COMPANY: SINA CORPORATION TICKER: SINA CUSIP: G81477104 MEETING DATE: 11/4/11 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director PEHONG CHEN For For Management 1.2 Elect Director LIP-BU TAN For For Management 2 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY AS THE INDEPENDENT AUDITORS OF THE COMPANY. For For Management ============================================================================== COMPANY: SOLARWINDS, INC. TICKER: SWI CUSIP: 83416B109 MEETING DATE: 5/17/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director ELLEN F. SIMINOFF For For Management 1.2 Elect Director LLOYD G. WATERHOUSE For For Management 2 RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. For For Management 3 APPROVE, BY NON-BINDING BASIS, THE COMPANY'S OVERALL EXECUTIVE COMPENSATION PROGRAM, AS DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS, THE COMPENSATION TABLES AND THE RELATED NARRATIVES AND OTHER MATERIALS IN THE PROXY STATEMENT. For For Management 4 APPROVAL OF A STOCKHOLDER PROPOSAL TO REQUEST BOARD TO INITIATE AN APPROPRIATE PROCESS TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION AND/OR BYLAWS TO PROVIDE THAT DIRECTOR NOMINEES SHALL BE ELECTED BY AFFIRMATIVE VOTE OF THE MAJORITY OF VOTES CAST AT AN ANNUAL MEETING OF STOCKHOLDERS, WITH A PLURALITY VOTE STANDARD RETAINED FOR CONTESTED DIRECTOR ELECTIONS. Against Against Shareholder ============================================================================== COMPANY: STARBUCKS CORPORATION TICKER: SBUX CUSIP: 855244109 MEETING DATE: 3/21/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director HOWARD SCHULTZ For For Management 1.2 Elect Director WILLIAM W. BRADLEY For For Management 1.3 Elect Director MELLODY HOBSON For For Management 1.4 Elect Director KEVIN R. JOHNSON For For Management 1.5 Elect Director OLDEN LEE For For Management 1.6 Elect Director JOSHUA COOPER RAMO For For Management 1.7 Elect Director JAMES G. SHENNAN, JR. For For Management 1.8 Elect Director CLARA SHIH For For Management 1.9 Elect Director JAVIER G. TERUEL For For Management 1.10 Elect Director MYRON E. ULLMAN, III For For Management 1.11 Elect Director CRAIG E. WEATHERUP For For Management 2 APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. For For Management 3 APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE EXECUTIVE MANAGEMENT BONUS PLAN. For For Management 4 SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING SEPTEMBER 30, 2012. For For Management 5 SHAREHOLDER PROPOSAL REGARDING BOARD COMMITTEE ON SUSTAINABILITY. Against Against Shareholder ============================================================================== COMPANY: TIBCO SOFTWARE INC. TICKER: TIBX CUSIP: 88632Q103 MEETING DATE: 4/26/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director VIVEK Y. RANADIVE For For Management 1.2 Elect Director NANCI E. CALDWELL For For Management 1.3 Elect Director ERIC C.W. DUNN For For Management 1.4 Elect Director NARENDRA K. GUPTA For For Management 1.5 Elect Director PETER J. JOB For For Management 1.6 Elect Director PHILIP K. WOOD For For Management 2 APPROVAL OF THE AMENDMENT AND RESTATEMENT TO TIBCO SOFTWARE INC.'S 2008 EQUITY INCENTIVE PLAN. For For Management 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION. For For Management 4 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS TIBCO SOFTWARE INC.'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2012. For For Management ============================================================================== COMPANY: TRACTOR SUPPLY COMPANY TICKER: TSCO CUSIP: 892356106 MEETING DATE: 5/3/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director JAMES F. WRIGHT For For Management 1.2 Elect Director JOHNSTON C. ADAMS For For Management 1.3 Elect Director PETER D. BEWLEY For For Management 1.4 Elect Director JACK C. BINGLEMAN For For Management 1.5 Elect Director RICHARD W. FROST For For Management 1.6 Elect Director CYNTHIA T. JAMISON For For Management 1.7 Elect Director GEORGE MACKENZIE For For Management 1.8 Elect Director EDNA K. MORRIS For For Management 2 TO RATIFY THE REAPPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 29, 2012. For For Management 3 SAY ON PAY - AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. For For Management ============================================================================== COMPANY: ULTA SALON, COSMETICS & FRAGRANCE, INC. TICKER: ULTA CUSIP: 90384S303 MEETING DATE: 5/31/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director ROBERT F. DIROMUALDO For For Management 1.2 Elect Director CATHERINE A. HALLIGAN For For Management 1.3 Elect Director LORNA E. NAGLER For For Management 2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, FOR THE FISCAL YEAR 2012, ENDING FEBRUARY 2, 2013. For For Management 3 ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION. For For Management ============================================================================== COMPANY: UNDER ARMOUR, INC. TICKER: UA CUSIP: 904311107 MEETING DATE: 5/1/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director KEVIN A. PLANK For For Management 1.2 Elect Director BYRON K. ADAMS, JR. For For Management 1.3 Elect Director DOUGLAS E. COLTHARP For For Management 1.4 Elect Director ANTHONY W. DEERING For For Management 1.5 Elect Director A.B. KRONGARD For For Management 1.6 Elect Director WILLIAM R. MCDERMOTT For For Management 1.7 Elect Director HARVEY L. SANDERS For For Management 1.8 Elect Director THOMAS J. SIPPEL For For Management 2 TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF EXECUTIVES AS DISCLOSED IN THE "EXECUTIVE COMPENSATION" SECTION OF THE PROXY STATEMENT, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS AND TABLES. For For Management 3 TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN RELATED TO PERFORMANCE BASED EQUITY AWARDS. For For Management 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. For For Management ============================================================================== COMPANY: VMWARE, INC. TICKER: VMW CUSIP: 928563402 MEETING DATE: 5/31/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 2 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF VMWARE NAMED EXECUTIVE OFFICERS AS DESCRIBED IN VMWARE'S PROXY STATEMENT. For For Management 3 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF VMWARE'S BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS VMWARE'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. For For Management ============================================================================== COMPANY: WHOLE FOODS MARKET, INC. TICKER: WFM CUSIP: 966837106 MEETING DATE: 3/9/12 ------------------------------------------------------------------------------ Mgmt Vote # Proposal Rec Cast Sponsor ------------------------------------------------------------------------------ 1.1 Elect Director D R. JOHN ELSTROTT For For Management 1.2 Elect Director GABRIELLE GREENE For For Management 1.3 Elect Director SHAHID (HASS) HASSAN For For Management 1.4 Elect Director STEPHANIE KUGELMAN For For Management 1.5 Elect Director JOHN MACKEY For For Management 1.6 Elect Director WALTER ROBB For For Management 1.7 Elect Director JONATHAN SEIFFER For For Management 1.8 Elect Director MORRIS (MO) SIEGEL For For Management 1.9 Elect Director JONATHAN SOKOLOFF For For Management 1.10 Elect Director DR. RALPH SORENSON For For Management 1.11 Elect Director W. (KIP) TINDELL, III For For Management 2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP AS INDEPENDENT AUDITOR FOR THE COMPANY FOR FISCAL YEAR 2012. For For Management 3 RATIFICATION OF THE COMPENSATION PACKAGE GRANTED TO OUR NAMED EXECUTIVE OFFICERS. For For Management 4 ADOPTION OF THE AMENDMENT TO INCREASE THE COMPANY'S AUTHORIZED SHARES OF COMMON STOCK TO 600 MILLION. For For Management 5 SHAREHOLDER PROPOSAL TO AMEND THE COMPANY'S BYLAWS TO PERMIT REMOVAL OF DIRECTORS WITH OR WITHOUT CAUSE. Against Against Shareholder 6 SHAREHOLDER PROPOSAL TO REQUIRE THE COMPANY TO HAVE, WHENEVER POSSIBLE, AN INDEPENDENT CHAIRMAN OF THE BOARD OF DIRECTORS WHO HAS NOT PREVIOUSLY SERVED AS AN EXECUTIVE OFFICER OF THE COMPANY. Against Against Shareholder ============================================================================== 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 under- signed, thereunto duly authorized. The Berkshire Funds ------------------- /s/ Malcolm R. Fobes III ------------------------ Malcolm R. Fobes III President August 27, 2012 ---------------