SEC filing

N-PX/A 1 conestoganpxa201008.htm SEC filing

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 811-21120

Conestoga Funds

(Exact name of registrant as specified in charter)

Conestoga Capital Advisors

259 North Radnor-Chester Road

Radnor Court, Suite 120

Radnor, Pennsylvania 19087

(Address of principal executive offices)

(Zip code)

Conestoga Capital Advisors

259 North Radnor-Chester Road

Radnor Court, Suite 120

Radnor, Pennsylvania 19087

(Name and address of agent for service)

Copies to:

Carl Frischling, Esq.

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Registrant's telephone number, including area code: 800-320-7790

Date of fiscal year end: September 30

Date of reporting period: June 30, 2010

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

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.

ITEM 1. PROXY VOTING RECORD:

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

(a).

The name of the issuer of the portfolio security;

(b).

The exchange ticker symbol of the portfolio security;

(c).

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

(d).

The shareholder meeting date;

(e).

A brief identification of the matter voted on;

(f).

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

(g).

Whether the Registrant cast its vote on the matter;

(h).

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

(i).

Whether the Registrant cast its vote for or against management.

Conestoga Small Cap Fund

ABAXIS, INC.

	Ticker Symbol:ABAX	Cusip Number:002567105
	Record Date: 8/31/2009	Meeting Date: 10/28/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommened: A vote for the following nominees 01-Clinton H. Severson,02-R.J. Bastiani,Ph.D.,03-Henk J. Evenhuis,04-Prithipal Singh,Ph.D.,05-E.S. Tucker III,M.D.

For

Issuer

For

With

To Ratify the appointment of burr, Pilger & Mayer LLP as the ------>>> Independent registered public accounting firm of Abaxis,Inc. For the fiscal year ending March 31, 2010.

For

Issuer

For

With

ADVENT SOFTWARE, INC.

	Ticker Symbol:ADVS	Cusip Number:007974108
	Record Date: 4/9/2010	Meeting Date: 6/2/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: a vote for election of the following nominees 1 - 01-John H. Scully, 02-Stephanie G. Dimarco, 03-A. George Battle, 04-James D. Kirsner, 05-James P. Roemer, 06-Wendell G. Van Auken, 07-Christine S. Manfredi

For

Issuer

For

With

Proposal to ratify the appointment of pricewaterhousecoopers ------>>> LLP as the independent registered public accounting firm of the company for the year ending December 31, 2010.

For

Issuer

For

With

To approve the amended and restated 2002 stock plan, including ---->>> reserving an additional 1,500.000 shared thereunder.

For

Issuer

For

With

To approve an amendment to the company's bylaws to provide for ---->>> majority voting in uncontested director elections. The implementation of proposal NO. 4 is expressly conditioned upon stockholder approval of proposal NO 5.

For

Issuer

For

With

To approve amendment to the company's second amended and ---------->>> restated certification of incorporation and bylaws to permit stockholder action to be taken only at a duly called annual or special meeting and to remove stockholder action by written consent.

For

Issuer

For

With

AEROVIRONMENT, INC.

	Ticker Symbol:AVAV	Cusip Number:008073108
	Record Date: 8/7/2009	Meeting Date: 9/23/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 01-Timothy E. Conver,02-Arnold L. Fishman.

For

Issuer

For

With

To Ratify the selection of Ernest & Young LLP as the company's ----->>> Independent registered public accounting firm for the fiscal year ending April 30, 2010.

For

Issuer

For

With

ANSYS, INC.

	Ticker Symbol:ANSS	Cusip Number:03662Q105
	Record Date: 3/17/2010	Meeting Date: 5/12/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 01-Jacqueline C. Morby, 02-Michael C. Thurk

For

Issuer

For

With

Ratification of Deloitte and touche LLP as the company's ---------->>> Independent registered public accounting firm.

For

Issuer

For

With

ANSYS, INC.

	Ticker Symbol:ANSS	Cusip Number:03662Q105
	Record Date: 3/17/2010	Meeting Date: 5/12/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 01-Jacqueline C. Morby, 02-Michael C. Thurk

For

Issuer

For

With

Ratification of Deloitte and touche LLP as the company's ---------->>> Independent registered public accounting firm.

For

Issuer

For

With

BLACKBAUD, INC.

	Ticker Symbol:BLKB	Cusip Number:09227Q100
	Record Date: 4/26/2010	Meeting Date: 6/23/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend:a vote for election of the following nominees 01-Marc E. Chardon, 02-John P. McConnell

For

Issuer

For

With

Ratification of appointment of PriceWaterHouseCoopers, LLP ad the company's independent registered public accounting firm for fiscal year 2010.

For

Issuer

For

With

BLACKBOARD INC.

	Ticker Symbol:BBBB	Cusip Number:091935502
	Record Date: 4/13/2010	Meeting Date: 6/4/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: a vote for election of the following nonimees 01-Frank Gatti, 02-Beth Kaplan, 03-Matthew Pittinsky

For

Issuer

For

With

To approve amendment NO. 5 to the amended and restated 2004 ------->>> stock incentive plan to increase th number of shares authorized for issuance under the plan from 10,500,000 to 12,000,000 and make other specified changes.

For

Issuer

For

With

To ratify the selection of the company's independent registered --->>> public accounting firm.

For

Issuer

For

With

CAPELLA EDUCATION CO.

	Ticker Symbol:CPLA	Cusip Number:139594105
	Record Date: 3/15/2010	Meeting Date: 5/11/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director Recommend: A vote for election of the following nominees 01-J. Kevin Gilligan, 02-Mark N. Greene, 03-Jody G. Miller, 04-Stephen G. Shank, 05-Andrew M. Slavitt, 06-David W. Smith, 07-Jeffrey W. Taylor, 08-Sandra E. Taylor, 09-Darrell R. Tukua

For

Issuer

For

With

To ratify the appointment of Ernst & Young LLP as the company's --->>> Independent auditors for the fiscal year ending December 31, 2010

For

Issuer

For

With

CARBO CERAMICS INC.

	Ticker Symbol:CRR	Cusip Number:140781105
	Record Date: 3/22/2010	Meeting Date: 5/18/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 01-Sigmund L. Cornelius, 02-James B. Jennings, 03-Gary A. Kolstad, 04-H.E. Lentz, JR., 05-Randy L. Limbacher, 06-William C. Morris, 07-Robert S. Rubin

For

Issuer

For

With

Proposal to ratify the appointment of Ernst & Young LLP, ---------->>> Certified public accountants, as the company's independent registered public accounting firm for the fiscal year ending December 31, 2010.

For

Issuer

For

With

CORE LABORATORIES N.V.

	Ticker Symbol:CLB	Cusip Number:N22717107
	Record Date: 3/22/2010	Meeting Date: 6/10/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

01-D. John Ogren, 02-Joseph R. Perna, 03-Jacobus Schouten

For

Issuer

For

With

To confirm and adopt our dutch statuatory annual accounts in the --->>> Enlish Language for the fiscal year ended December 31, 2009.

For

Issuer

For

With

To approve and resolve the cancellation of our repurchased -------->>> shares up to the date of our annual meeting.

For

Issuer

For

With

To approve the extension of the existing authority to repurchased -->>> up to 25.6% of our issued share capital until December 10, 2011. As follows: A) To renew the authorization of management board to repurchase up to 10% of our issued share capital and B) To renew authorization of management board to repurchase up to an additional 15.6% of issued share capital.

For

Issuer

For

With

To approve and resolve the extension of the authority to issue ---->>> Shares and/or to grant rights (including options to purchase) with respect to our common and preference shares.

For

Issuer

For

With

Approve the extension of the authority to limit or exclude the ---->>> preemptive rights of holders of common and/or preference shares.

For

Issuer

For

With

To approve and resolve amendments to the core laboratories N.V. --->>> articles of association to: A) Make mandatory revisions to reduce the par value of the shares from Eur 0.04 to Eur 0.02; B) Make voluntary revisions related to the management board and supervisory board.

For

Issuer

For

With

To approve and resolve a two-for-one stock split authorized by --->>> the supervisory board.

For

Issuer

For

With

To ratify the appointment of pricewaterhousecoopers as our -------->>> company's independent registered public accountants.

For

Issuer

For

With

COSTAR GROUP, INC.

	Ticker Symbol:CSGP	Cusip Number:22160N109
	Record Date: 4/5/2010	Meeting Date: 6/2/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: a vote for election of the following nominees 01-Michael R. Klein, 02-Andrew C. Florance, 03-David Bonderman, 04-Michael J. Glosserman, 05-Warren H. Haber, 06-Josiah O. Low, III, 07-Christopher J. Nassetta

For

Issuer

For

With

Proposal to ratify appointment of Ernst & Young LLP as the ---->>> Company's independment registered public accounting firm for 2010.

For

Issuer

For

With

Proposal to amend the Costar Group, Inc. 2007 stock incentive ----->>> plan to increase the number of authorized shares of common stock issuance under the plan by 1,300,000 shares.

For

Issuer

For

With

EMS TECHNOLOGIES, INC.

	Ticker Symbol:ELMG	Cusip Number:26873N108
	Record Date: 3/19/2010	Meeting Date: 5/11/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 01-John R. Bolton, 02-Hermann Buerger, 03-Joseph D. Burns, 04-John R. Kreick, 05-John B. Mowell, 06-Thomas W. O'Connell, 07-Bradford W. Parkinson, 08-Norman E. Thagard, 09-John L. Woodward, JR.

For

Issuer

For

With

Proposal to ratify the selection of KPMG LLP as the company's ----->>> Independent registered public accounting firm the year ending December 31, 2010.

For

Issuer

For

With

FACTSET RESEARCH SYS.

	Ticker Symbol:FDS	Cusip Number:303075105
	Record Date: 10/19/2009	Meeting Date: 12/15/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 1- 01- Scott A. Billeadeau, 02- Philip A. Hadley, 03- Joseph R. Zimmel

For

Issuer

For

With

To Ratify the appointment of the accounting firm of ------------>>> Pricewaterhousecoopers LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2010.

For

Issuer

For

With

FINANCIAL FEDERAL CORP

	Ticker Symbol:FIF	Cusip Number:317492106
	Record Date: 10/15/2009	Meeting Date: 12/8/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 1- 01-Lawrence B. Fisher, 02- Michael C. Palitz, 03- Paul R. Sinsheimer, 04- Leopold Swergold, 05- H.E. Timanus JR., 06- Michael J. Zimmerman

For

Issuer

For

With

Ratifiying the appointment of KPMG LLP as the corporation's ------->>> Independent registered public accounting firm for the fiscal year ending July 31, 2010.

For

Issuer

For

With

HITTITE MICROWAVE CORP

	Ticker Symbol:HITT	Cusip Number:43365Y106
	Record Date: 4/1/2010	Meeting Date: 5/6/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 01-Stephen G. Daly, 02-Ernest L. Godshalk, 03-Rick D. Hess, 04-Adrienne M. Markham, 05-Brian P. McAloon, 06-Cosmo S. Trapani, 07-Franklin Weigold

For

Issuer

For

With

To ratify the appointment of pricewaterhousecoopers LLP as our ---->>> Independent registered public accounting firm for 2010.

For

Issuer

For

With

ICONIX BRAND GROUP, INC.

	Ticker Symbol:ICON	Cusip Number:451055107
	Record Date: 6/17/2009	Meeting Date: 8/13/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: To vote for election of the following nominees 01-Neil Cole,02-Barry Emanuel,03-Steven Mendelow,04-Drew Cohen,05-F. Peter Cuneo,06-Mark Friedman,07-James A. Marcum.

For

Issuer

For

With

To approve the adoption of the company's 2009 equity incentive ---->>> plan.

For

Issuer

For

With

Ratification of the appointment of BDO Seidman, LLP as the ------->>> company's independent registered public accountants for the fiscal year ending December 31, 2009

For

Issuer

For

With

II-VI INC.

	Ticker Symbol:IIVI	Cusip Number:902104108
	Record Date: 9/4/2009	Meeting Date: 11/6/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: a vote for election for the following nominees 1- 01- Marc Y.E. Pelaez, 02- Wendy F. Dicicco

For

Issuer

For

With

Approval of the II-VI Incorporated 2009 omnibus incentive plan. --->>>

For

Issuer

For

With

Ratification of the audit committee's selection of Ernst & Young -->>> LLP as the company's independent registered public accounting firm for the fiscal year ending June 30, 2010.

For

Issuer

For

With

INTEGRA LIFESCIENCES HOLDINGS CORP.

	Ticker Symbol:IART	Cusip Number:457985208
	Record Date: 3/31/2010	Meeting Date: 5/19/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Proposal (s) 1A - Election of Director: Thomas J. Baltimore, Jr. --------------->>> 1B - Election of Director: Keith Bradley -------------------------->>> 1C - Election of Director: Richard E. Caruso ---------------------->>> 1D - Election of Director: Stuart M. Essig ------------------------>>> 1E - Election of Director: Neal Moszkowski ------------------------>>> 1F - Election of Director: Raymond G. Murphy ---------------------->>> 1G - Election of Director: Christian S. Schade -------------------->>> 1H - Election of Director: James M. Sullivan ---------------------->>> 1I - Election of Director: Anne M. Vanlent ------------------------>>>

For

Issuer

For

With

The proposal to ratify the appointment of pricewaterhousecoopers -->>> LLP as the company's independent registered public accounting firm for the fiscal year 2010.

For

Issuer

For

With

The proposal to approve the second amended and restated 2003 ------>>> Equity incentive plan.

For

Issuer

For

With

KENSEY NASH CORP.

	Ticker Symbol:KNSY	Cusip Number:490057106
	Record Date: 10/21/2009	Meeting Date: 12/9/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: a vote for election of the following nominees 1- 01- Joseph W. Kaufmann, 02- Walter R. Maupay, JR.

For

Issuer

For

With

Proposal to ratify the appointment of deloitte & touche LLP as ---->>> the independent auditors of the company's financial statements.

For

Issuer

For

With

LANDAUER, INC.

	Ticker Symbol:LDR	Cusip Number:51476K103
	Record Date: 12/11/2009	Meeting Date: 2/11/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 01-Michael T. Leatherman, 02-David E. Meador

For

Issuer

For

With

To ratify the appointment of pricewaterhousecoopers LLP as the ---->>> For the fiscal year ending September 30, 2010.

For

Issuer

For

With

MERIDIAN BIOSCIENCE, INC.

	Ticker Symbol:VIVO	Cusip Number:589584101
	Record Date: 11/23/2009	Meeting Date: 1/21/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1A -Election of Director: James M. Anderson ------------------->>> 1B -Election of Director: James A. Buzard ------------------->>> 1C -Election of Director: John A. Kraeutler ------------------>>> 1D -Election of Director: Gary P. Kreider -------------------->>> 1E -Election of Director: William J. Motto -------------------->>> 1F -Election of Director: David C. Phillips --------------------->>> 1G -Election of Director: Robert J. Ready --------------------->>>

For

Issuer

For

With

To ratify the appointment of grant Thornton LLP as Meridian's ----->>> Independent registered public accountants for fiscal 2010.

For

Issuer

For

With

MICROS SYSTEMS, INC.

	Ticker Symbol:MCRS	Cusip Number:594901100
	Record Date: 10/5/2009	Meeting Date: 11/20/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: a vote of the following nominees; 1-Louis M. Brown, Jr., 2-B. Gary Dando,3-A.L. Giannoplulos, 4-Suzanne Jenniches, 5-John G. Puente, 6-Dwight S. Taylor

For

Issuer

For

With

Proposal to ratify the appointment of PriceWaterHouseCoopers LLP as the independent registered publich accounting firm of the company for the 2010 fiscal year.

For

Issuer

For

With

Proposal to amend the company's 1991 stock option plan to change the termination date of the plan to December 31, 2014.

For

Issuer

For

With

Proposal to amend the company's 1991 stock option plan to authorize the issuance of an additional 1,200,000 shares of common stock.

For

Issuer

For

With

MORNINGSTAR, INC.

	Ticker Symbol:MORN	Cusip Number:617700109
	Record Date: 3/19/2010	Meeting Date: 5/18/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 1A - Joe Mansueto ------------------------>>> 1B - Don Phillips ------------------------>>> 1C - Cheryl Francis ---------------------->>> 1D - Steve Kaplan ------------------------>>> 1E - Bill Lyons -------------------------->>> 1F - Jack Noonan ------------------------->>> 1G - Paul Sturm -------------------------->>> 1H - Hugh Zentmyer ----------------------->>>

For

Issuer

For

With

Ratification of the appointment of Ernst & Young LLP as --------->>> Morningstar's independent registered public accounting firm for 2010.

For

Issuer

For

With

NEOGEN CORPORATION

	Ticker Symbol:NEOG	Cusip Number:640491106
	Record Date: 8/10/2009	Meeting Date: 10/8/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: To vote for election of the following nominees 01-Lon M. Bohannon,02-A. Charles Fischer,03-Richard T. Crowder, PHD

For

Issuer

For

With

Ratification of appointment of Ernest & Young LLP as the -------->>> company's independent registered certified public accounting firm.

For

Issuer

For

With

Shareholder Proposal regarding Modification of existing trading --->>> policy.

For

Issuer

For

With

NVE CORPORATION

	Ticker Symbol:NVEC	Cusip Number:629445206
	Record Date: 6/10/2009	Meeting Date: 8/6/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: To vote for election of the following nominees 01-Terrence W. Glarner,02-Daniel A. Baker,03-James D. Hartman,04-Patricia M. Hollister,05-Robert H. Irish.

For

Issuer

For

With

To Ratify the selection of Ernest & Young LLP as our independent --->>> Registered public accounting firm for the fiscal year ending March 31, 2010.

For

Issuer

For

With

PHASE FORWARD

	Ticker Symbol:PFWD	Cusip Number:71721R406
	Record Date: 4/30/2010	Meeting Date: 3/11/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote of election for the following nominees 01-Robert K. Weiler, 02-Axel Bichara, 03-Paul A. Bleicher, 04-Richard A. D'Amore, 05-Gary E. Haroian, 06-Paul G. Joubert, 07-Kenneth I. Kaitin, 08-Dennis R. Shaughnessy.

For

Issuer

For

With

To Ratify the selection of Ernst & Young LLP as the independent --->>> Accounting firm of the company for its fiscal year ending December 31, 2010.

For

Issuer

For

With

QUALITY SYSTEMS, INC.

	Ticker Symbol:QSII	Cusip Number:747582104
	Record Date: 6/22/2009	Meeting Date: 8/13/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: To vote for election for the following nominees 01-Dr. Murray Brennan,02-George Bristol,03-Patrick Cline,04-Joseph Davis,05-Ahmed Hussein,06-Philip Kaplan,07-Russell Pflueger,08-Steven Plochocki,09-Sheldon Razin.

For

Issuer

For

With

Ratification of the appointment of the grant thornton,LLP as QSI's --->>> Independent public accountants for the fiscal year ending March 31, 2010.

For

Issuer

For

With

RAVEN INDUSTRIES, INC.

	Ticker Symbol:RAVN	Cusip Number:754212108
	Record Date: 4/7/2010	Meeting Date: 5/25/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 01-Anthony W. Bour, 02-David A. Christensen, 03-Thomas S. Everist, 04-Mark E. Griffin, 05-Conrad J. Hoigaard, 06-Kevin T. Kirby, 07-Cynthia H. Milligan, 08-Ronald M. Moquist, 09-Daniel A. Rykhus

For

Issuer

For

With

Approval of the Raven Industries, Inc. 2010 stock incentive ------->>> Plan.

For

Issuer

For

With

Proposal to ratify the appointment of pricewaterhousecoopers ----->>> LLP as the company's independent registered public accounting firm for the company's current fiscal year.

For

Issuer

For

With

RITCHIE BROS. AUCTIONEERS INCORP.

	Ticker Symbol:RBA	Cusip Number:767744105
	Record Date: 3/19/2010	Meeting Date: 4/29/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 01-Robert Waugh Murdoch, 02-Peter James Blake, 03-Eric Patel, 04-Beverly Anne Briscoe, 05-Edward B. Pitoniak, 06-Christopher Zimmerman, 07-James Michael Micli

For

Issuer

For

With

Appointment of KPMG LLP as Auditors of the company for the -------->>> ensuring year and authorizing the directors to fix their remuneration.

For

Issuer

For

With

Approval of the reconfirmation of the shareholder rights plan in -->>> accordance with the shareholder rights plan agreement dated as of February 27, 2007 between the company and computershare investor services inc., the full text of which resolution is set out in schedule ""A"" to the information circular of the company dated March 2, 2010

For

Issuer

For

With

ROLLINS, INC.

	Ticker Symbol:ROL	Cusip Number:775711104
	Record Date: 4/27/2010	Meeting Date: 3/1/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote of election for the following nominees 01-Bill J. Dismuke, 02-Thomas J. Lawley, M.D., 03-Wilton Looney.

For

Issuer

For

With

To Ratify the appointment of Grant Thornton LLP as our ----------->>> Independent registered public accounting firm for the fiscal year ending December 31, 2010.

For

Issuer

For

With

SIMPSON MANUFACTURING CO., INC.

	Ticker Symbol:SSD	Cusip Number:829073105
	Record Date: 4/28/2010	Meeting Date: 3/2/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote of election for the following nominees 01-Gary M. Cusumano, 02-Peter N. Louras, JR.

For

Issuer

For

With

Ratification of the selection of pricewaterhousecoopers LLP as ---->>> Independent registered public accounting firm.

For

Issuer

For

With

SOMANETICS CORPORATION

	Ticker Symbol:SMTS	Cusip Number:834445405
	Record Date: 4/21/2010	Meeting Date: 2/22/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote of election for the following nominees 01-Bruce J. Barrett, 02-John P. Jumper.

For

Issuer

For

With

Amendment to the Somanetics Corporation 2005 stock incentive ------>>> Plan to increase the number of common shares reserved for issuance under the plan by 600,000 shares, from 1,200,000 to 1,800,000 shares.

For

Issuer

For

With

Ratification of the appointment of Deloitte & Touche LLP as our --->>> Registered independent accountants for the year ending November 30, 2010.

For

Issuer

For

With

ST. MARY LAND & EXPLORATION COMPANY

	Ticker Symbol:SM	Cusip Number:792228108
	Record Date: 3/29/2010	Meeting Date: 5/26/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Proposals 1A - Barbara M. Baumann ------------>>> 1B - Anthony J. Best ------------->>> 1C - Larry W. Bickle ------------->>> 1D - William J. Gardiner ------------>>> 1E - Julio M. Quintana ------------>>> 1F - John M. Seidl ------------>>> 1G - William D.. Sullivan ------------>>>

For

Issuer

For

With

The proposal to approve an amendment to the equity incentive ------>>> Compensation plan to increase the stated total number of shares authorized for issuance under this plan.

For

Issuer

For

With

To proposal to approve an amendment to the certificate of -------->>> Incorporation to change the name of the company to ""SM Energy Company"".

For

Issuer

For

With

The proposal to ratify the appointment by the audit committee of -->>> Deloitte * Touche LLP as the company's independent registered public accounting firm for 2010.

For

Issuer

For

With

SUN HYDRAULICS

	Ticker Symbol:SNHY	Cusip Number:866942105
	Record Date: 4/19/2010	Meeting Date: 6/8/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: a vote for election of the following nominees 01-Marc Bertoneche, 02-Philippe Lemanitre, 03-Ferdinand E. Megerlin

For

Issuer

For

With

Ratification of appointment of Kirkland, Russ, Murphy & Tapp, ----->>> P.A. as the independment registered certified public accounting firm of the corporation.

For

Issuer

For

With

SURMODICS, INC.

	Ticker Symbol:SRDX	Cusip Number:868873100
	Record Date: 12/7/2009	Meeting Date: 2/8/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 01 -John W. Benson, 02-Mary K. Brainerd, 03-Gerald B. Fischer.

For

Issuer

For

With

To set the number of directors at nine (9). ------------------>>>

For

Issuer

For

With

To ratify the appointment of Deloitte & touche LLP as Surmodics' -->>> Independent registered public accounting firm for fiscal year 2010.

For

Issuer

For

With

To approve the Surmodics, Inc. 2009 Equity Incentive Plan. ------->>>

For

Issuer

For

With

To approve certain amendments to the Surmodics, Inc. 1999 -------->>> Employee stock purchase plan.

For

Issuer

For

With

TECHNE CORPORATION

	Ticker Symbol:TECH	Cusip Number:978377100
	Record Date: 9/11/2009	Meeting Date: 10/29/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: To vote for election for the following nominees 01-Thomas E. Oland,02-Roger C. Lucas PHD,03-Howard V. O'Connell,04-Randolph C. Steer MD PHD,05-Robert V. Baumgartner,06-Charles A. Dinarello MD,07-Karen A. Holbrook, PHD,08-John L. Higgins.

For

Issuer

For

With

To set the number of directors at eight. ---------------->>>

For

Issuer

For

With

TELECOMMUNICATION SYSTEMS, INC.

	Ticker Symbol:TSYS	Cusip Number:87929J103
	Record Date: 4/30/2010	Meeting Date: 6/10/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

01-Maurice B. Tose, 02-James M. Bethmann, 03-Richard A. Young

For

Issuer

For

With

To approve an amendment to the fifth amended and restated 1997 ---->>> stock incentive plan.

For

Issuer

For

With

To approve an amendment to the second amended and restated -------->>> employee stock purchase plan.

For

Issuer

For

With

TELECOMMUNICATION SYSTEMS, INC.

	Ticker Symbol:TSYS	Cusip Number:87929J103
	Record Date: 4/30/2010	Meeting Date: 6/10/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: a vote for electin of the following nominees: 1-01 Maurice B. Tose, 02-James M. Bethmann, 03-Richard A. Young

For

Issuer

For

With

To approve an amendment to the fifth amended and restated 1997 stock incentive plan.

For

Issuer

For

With

To approve an amendment to the second amended and restated employee stock purchase plan.

For

Issuer

For

With

TESCO CORPORATION

	Ticker Symbol:TESO	Cusip Number:88157K101
	Record Date: 3/31/2010	Meeting Date: 5/19/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 01-Fred J. Dyment 02-Gary L. Kott 03-R. Vance Milligan, Q.c. 04-Julio M. Quintana 05-John T. Reynolds 06-Norman W. Robertson 07-Michael W. Sutherlin 08-Clifton T. Weatherford

For

Issuer

For

With

To appoint pricewaterhousecoopers LLP, a national public ---------->>> Accounting firm, as auditors of the corporation and authorization of the directors to fix their remuneration.

For

Issuer

For

With

TETRA TECH, INC.

	Ticker Symbol:TTEK	Cusip Number:88162G103
	Record Date: 2/25/2010	Meeting Date: 12/28/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote of election for the following nominees 01-Dan L. Batrack, 02-Hugh M. Grant, 03-Patrick C. Haden, 04-J. Christopher Lewis, 05-Albert E. Smith, 06-J. Kenneth Thompson, 07-Richard H. Truly.

For

Issuer

For

With

To Ratify the appointment of pricewaterhousecoopers LLP as the ---->>> Company's independent registered public accounting firm for fical year 2010.

For

Issuer

For

With

THE ADVISORY BOARD COMPANY

	Ticker Symbol:ABCO	Cusip Number:00762W107
	Record Date: 7/14/2009	Meeting Date: 9/11/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 01-Peter J. Grua,02-Kelt Kindick,03-Robert W. Musslewhite,04-Mark R. Neaman,05-Leon D. Shapiro,06-Frank J. Williams,07-Leanne M. Zumwalt.

For

Issuer

For

With

Ratify the selection of Ernest & Young LLP as the company's ------->>> Independent registered public accounting firm for the fiscal year ending March 31, 2010.

For

Issuer

For

With

Adopt and approve the company's 2009 stock incentive plan -------->>>

For

Issuer

For

With

TYLER TECHNOLOGIES, INC.

	Ticker Symbol:TYL	Cusip Number:902252105
	Record Date: 3/19/2010	Meeting Date: 5/13/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: a vote for election of the following nominees 01-Donald R. Brattain, 02-J. Luther King, Jr., 03-John S. Marr, Jr., 04-G. Stuart Reeves, 05-Michael D. Richards, 06-Dustin r. Womble, 07-John M. Yeaman

For

Issuer

For

With

Adoption of the Tyler Technologies, Inc. 2010 stock option plan. -->>>

For

Issuer

For

With

Ratification of Ernst & Young LLP as independment auditors. -------->>>

For

Issuer

For

With

WESTWOOD HOLDINGS GROUP, INC.

	Ticker Symbol:WHG	Cusip Number:961765104
	Record Date: 4/21/2010	Meeting Date: 3/5/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote of election for the following nominees 01-Susan M. Byrne, 02-Brian O. Casey, 03-Tom C. Davis, 04-Richard M. Frank, 05-Robert D. McTeerm 06-Jon L. Mosle, JR., 07-Geoffrey R. Norman, 08-Raymond E. Wooldridge.

For

Issuer

For

With

The Ratification of the appointment of Grant Thornton LLP as ------>>> Westwood's independent auditors for the year ending December 31, 2010.

For

Issuer

For

With

* Management Recommended Vote

Institutional Advisors LargeCap Fund

AFLAC INCORPORATED

	Ticker Symbol:AFL	Cusip Number:001055102
	Record Date: 2/24/2010	Meeting Date: 5/3/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1A) Daniel P. Amos 1B) John Shelby Amos II 1C) Paul S. Amos II 1D) Michael H. Armacost 1E) Kriss Cloninger III 1F) Joe Frank Harris 1G) Elizabeth J. Hudson 1H) Douglas W. Johnson 1I) Robert B. Johnson 1J) Charles B. Knapp 1K) E. Stephen Purdom, MD 1L) Barbara K. Rimer, Dr. PH 1M) Marvin R. Schuster 1N) David Gary Thompson 1O) Robert L. Wright 1P) Takuro Yoshida

For

Issuer

For

With

To consider and approve the following advisory (non-bonding) proposal: ""Resolved, that the shareholders approve the overall executive pay-for-performance compensation policies and procedures employed by the Company, as described in the Compensation Discussion and Analysis and the tabular disclosure regarding named executive officer compensation in this Proxy Statement.""

For

Issuer

For

With

Ratification of appointment of KPMG LLP as independent registered public accounting firm of the Company for the year ending December 31, 2010.

For

Issuer

For

With

ALTERA CORPORATION

	Ticker Symbol:ALTR	Cusip Number:021441100
	Record Date: 3/8/2010	Meeting Date: 5/6/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1A) John P. Daane 1B) Robert J. Finocchio, Jr. 1C) Kevin McGarity 1D) T. Michael Nevens 1E) Krish A. Prabhu 1F) John Shoemaker 1G) Susan Wang

For

Issuer

For

With

To reapprove the Internal Revenue Code Section 162(m) provisions of the 2005 Equity Incentive Plan to preserve our ability to deduct for corporate income tax purposes compensation that qualifies as performance-based compensation under Section 162(m).

For

Issuer

For

With

To approve an amendment to the 2005 Equity Incentive Plan to increase by 5,000,000 the number of shares of common stock reserved for issuance under the plan.

For

Issuer

For

With

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

Issuer

For

With

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010.

For

Issuer

For

With

If properly presented at the annual meeting, to consider a stockholder proposal requesting that the board take the steps necessary so that each stockholder voting requirement in Altera's certificate of incorporation and by-laws that calls for greater than a simple majority vote (including each 80% supermajority provision) be changed to a majority of the votes cast for and against the proposal in compliance with applicable laws.

Against

Stockholder

Against

With

AMGEN, INC.

	Ticker Symbol:AMGN	Cusip Number:031162100
	Record Date: 3/15/2010	Meeting Date: 5/12/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Dr. David Baltimore 1b) Mr. Frank J. Biondi, Jr. 1c) Mr. Fracois de Carbonnel 1d) Mr. Jerry D. Choate 1e) Dr. Vance D. Coffman 1f) Mr. Frederick W. Gluck 1g) Dr. Rebecca M. Henderson 1h) Mr. Frank C. Herringer 1i) Dr. Gilbert S. Omenn 1j) Ms. Judith C. Pelham 1k) Adm. J. Paul Reason, USN (retired) 1l) Mr. Leonard D. Schaeffer 1m) Mr. Kevin W. Sharer

For

Issuer

For

With

To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the year December 31, 2010.

For

Issuer

For

With

3a) Stockholder proposal #1 - Shareholder action by written consent 3b) Stockholder proposal #2 - Equity retention policy

Against

Stockholder

Against

With

APPLE INC.

	Ticker Symbol:AAPL	Cusip Number:037833100
	Record Date: 12/28/2009	Meeting Date: 2/25/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director: 1) William V. Campbell 2) Millard S. Drexler 3) Albert A. Gore, Jr. 4) Steven P. Jobs 5) Andrea Jung 6) A.D. Levinson, PH.D. 7) Jerome B. York

For

Issuer

For

With

To approve ammendments to the Apple Inc 2003 Employee Stock Plan.

For

Issuer

For

With

To approve amendments to the Apple Inc 1997 Director Stock Option Plan.

For

Issuer

For

With

To hold an advisory vote on executive compensation.

For

Issuer

For

With

To ratify the appointment of Ernst & Young LLP as the company's independent registered Public Accounting firm for fiscal year 2010.

For

Issuer

For

With

To consider a shareholder proposal entitled ""sustainability report"", if properly presented at the meeting.

Against

Stockholder

Against

With

To consider a shareholder proposal entitled ""amend corporate bylaws establishing a board commitee on sustainability"", if properly presented at the meeting.

Against

Stockholder

Against

With

AT&T INC.

	Ticker Symbol:T	Cusip Number:00206R102
	Record Date: 3/2/2010	Meeting Date: 4/30/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1A) Randall L. Stephenson 1B) Gilbert F. Amelio 1C) Reuben V. Anderson 1D) James H. Blanchard 1E) Jaime Chico Pardo 1F) James P. Kelly 1G) Jon C. Madonna 1H) Lynn M. Martin 1I) John B. McCoy 1J) Joyce M. Roche 1K) Laura D'Andrea Tyson 1L) Patricia P. Upton

For

Issuer

For

With

Ratification of appointment of independent auditors.

For

Issuer

For

With

Cumulative voting

Against

Stockholder

Against

With

Pension credit policy

Against

Stockholder

Against

With

Advisory vote on compensation

Against

Stockholder

Against

With

Special stockholder meetings

Against

Stockholder

Against

With

C.H. ROBINSON WORLDWIDE, INC.

	Ticker Symbol:CHRW	Cusip Number:12541W209
	Record Date: 3/16/2010	Meeting Date: 5/13/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Steven L. Polacek 1b) Rebecca Koening Roloff 1c) Michael W. Wickham

For

Issuer

For

With

To approve the C.H. Robinson Worldwide, Inc. 2010 Non-Equity Incentive Plan.

For

Issuer

For

With

Ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2010.

For

Issuer

For

With

CHEVRON CORPORATION

	Ticker Symbol:CVX	Cusip Number:166764100
	Record Date: 4/1/2010	Meeting Date: 5/26/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) S.H. Armacost, 1b) L.F. Deily, 1c) R.E. Denham, 1d) R.J. Eaton, 1e) C. Hagel, 1f) E. Hernandez, 1g) F.G. Jenifer, 1h) G.L. Kirkland, 1i) S. Nunn, 1j) D.B. Rice, 1k) K.W. Sharer, 1l) C.R. Shoemate, 1m) J.G. Stumpf, 1n) R.D. Sugar, 1o) C. Ware, 1p) J.S. Watson

For

Issuer

For

With

Ratification of independent registered public account firm.

For

Issuer

For

With

Amendment to Chevron's by-laws to reduce the percentage of stockholdings required for stockholders to call for special meetings.

For

Issuer

For

With

Appointment of an independent director with environmental expertise

Against

Stockholder

Against

With

Holding equity-based compensation through retirement

Against

Stockholder

Against

With

Disclosure of payments to host governments

Against

Stockholder

Against

With

Guidelines for country selection

Against

Stockholder

Against

With

Financial risks from climate change

Against

Stockholder

Against

With

Human Rights committee

Against

Stockholder

Against

With

DANAHER CORPORATION

	Ticker Symbol:DHR	Cusip Number:235851102
	Record Date: 3/12/2010	Meeting Date: 5/11/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Steven M. Rales, 1b) John T. Schwieters, 1c) Alan G. Spoon

For

Issuer

For

With

To ratify the selection of Ernst & Young LLP as Danaher's independent registered public accounting firm for the year ending December 31, 2010.

For

Issuer

For

With

To act upon a shareholder proposal requesting that Danaher's Board of Directors take the steps necessary to declassify the Board of Directors within one year, if properly presented at the meeting.

Against

Stockholder

Against

With

DARDEN RESTAURANTS

	Ticker Symbol:DRI	Cusip Number:237194105
	Record Date: 7/24/2009	Meeting Date: 9/25/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: a vote for election of the following nominees; 1-Leonard L. Berry, 2-Odie C. Donald, 3-Christopher J. FRAleigh, 4-David H. Hughes, 5-Charles A. Ledsinger,Jr., 6-Willaim M. Lewis, Jr., 7-Senator Connie Mack III, 8-Andrew H. (DREW) Madsen, 9-Clarence Otis, Jr., 10-Michael D. Rose, 11-Maria A. Sastre

For

Issuer

For

With

To ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending May 30,2010

For

Issuer

For

With

EXXON MOBIL CORPORATION

	Ticker Symbol:XOM	Cusip Number:30231G102
	Record Date: 4/6/2010	Meeting Date: 5/26/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1) M.J. Boskin, 2) P. Brabeck-Letmathe, 3) L.R. Faulkner, 4) J.S. Fishman, 5) K.C. Frazier, 6) W.W. George, 7) M.C. Nelson, 8) S.J. Palmisano, 9) S.S. Reinemund, 10) R.W. Tillerson, 11) E.E. Whitacre, Jr.

For

Issuer

For

With

Ratification of independent auditors (page 52)

For

Issuer

For

With

Special Shareholder meetings (page 54)

Against

Stockholder

Against

With

Incorporate in North Dakota (page 55)

Against

Stockholder

Against

With

Shareholder advisory vote on executive compensation (page 56)

Against

Stockholder

Against

With

Amendment of EEO policy (page 57)

Against

Stockholder

Against

With

Policy on water (page 59)

Against

Stockholder

Against

With

Wetlands restoration policy (page 60)

Against

Stockholder

Against

With

Report on Canadian oil sands (page 62)

Against

Stockholder

Against

With

Report on natural gas production (page 64)

Against

Stockholder

Against

With

Report on energy technology (page 65)

Against

Stockholder

Against

With

Greenhouse gas emissions goals (page 67)

Against

Stockholder

Against

With

Planning assumptions (page 69)

Against

Stockholder

Against

With

GENERAL ELECTRIC COMPANY

	Ticker Symbol:GE	Cusip Number:369604103
	Record Date: 3/1/2010	Meeting Date: 4/28/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: A1) W. Geoffrey Beattie A2) James I. Cash, Jr. A3) William M. Castell A4) Ann M. Fudge A5) Susan Hockfield A6) Jeffrey R. Immelt A7) Andrea Jung A8) Alan G. (A.G.) Lafley A9) Robert W. Lane A10) Ralph S. Larsen A11) Rochelle B. Lazarus A12) James J. Mulva A13) Sam Nunn A14) Roger S. Penske A15) Robert J. Swieringa A16) Douglas A. Warner III

For

Issuer

For

With

Ratification of KPMG

For

Issuer

For

With

Cumulative Voting

Against

Stockholder

Against

With

Special Shareowner Meetings

Against

Stockholder

Against

With

Independent Board Chairman

Against

Stockholder

Against

With

Pay Disparity

Against

Stockholder

Against

With

Key Board Committees

Against

Stockholder

Against

With

Advisory Vote on Executive Compensation

Against

Stockholder

Against

With

HEWLETT-PACKARD COMPANY

	Ticker Symbol:HPQ	Cusip Number:428236103
	Record Date: 1/19/2010	Meeting Date: 3/17/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: 1A) M. L. Andreessen 1B) L. T. Babbio, Jr. 1C) S. M. Baldauf 1D) R. L. Gupta 1E) J. H. Hammergren 1F) M. V. Hurd 1G) J. Z. Hyatt 1H) J. R. Joyce 1I) R. L. Ryan 1J) L. S. Salhany 1K) G. K. Thompson

For

Issuer

For

With

Proposal to ratify the appointment of the independent registered public accounting firm for fiscal year ending October 31, 2010.

For

Issuer

For

With

Proposal to approve the amended and restated Hewlett-Packard Company 2004 stock incentive plan.

For

Issuer

For

With

Proposal to conduct an annual advisory vote on executive compensation.

For

Issuer

For

With

INTERNATIONAL BUSINESS MACH CORP

	Ticker Symbol:IBM	Cusip Number:459200101
	Record Date: 2/26/2010	Meeting Date: 4/27/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors for a Term of One Year: 1A) A. J. P. Belda 1B) C. Black 1C) W. R. Brody 1D) K. I. Chenault 1E) M. L. Eskew 1F) S. A. Jackson 1G) A. N. Liveris 1H) W. J. McNerney, Jr. 1I) T. Nishimuro 1J) J. W. Owens 1K) S. J. Palmisano 1L) J. E. Spero 1M) S. Taurel 1N) L. H. Zambrano

For

Issuer

For

With

Ratification of appointment of Independent Registered Public Accounting firm.

For

Issuer

For

With

Stockholder proposal on executive compensation annual incentive payout.

Against

Stockholder

Against

With

Stockholder proposal on cumulative voting

Against

Stockholder

Against

With

Stockholder proposal on new threshold for calling special meetings

Against

Stockholder

Against

With

Stockholder proposal on advisory vote on executive compensation

Against

Stockholder

Against

With

INTUIT INC.

	Ticker Symbol:INTU	Cusip Number:461202103
	Record Date: 10/20/2009	Meeting Date: 12/15/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1) David H. Batchelder 2) Christopher W. Brody 3) William V. Campbell 4) Scott D. Cook 5) Diane B. Greene 6) Michael R. Hallman 7) Edward A. Kangas 8) Suzanne Nora Johnson 9) Dennis D. Powell 10) Stratton D. Sclavos 11) Brad D. Smith

For

Issuer

For

With

Ratify the selection of Ernst & Young LLP as our independent registered Public Accounting firm for fiscal 2010

For

Issuer

For

With

Approve the amendment to our 2005 equity incentive plan

For

Issuer

For

With

Approve the amendment to our employee stock purchase plan

For

Issuer

For

With

JOHNSON & JOHNSON

	Ticker Symbol:JNJ	Cusip Number:478160104
	Record Date: 2/23/2010	Meeting Date: 4/22/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Mary Sue Coleman 1b) James G. Cullen 1c) Michael M.E. Johns 1d) Susan L. Lindquist 1e) Anne M. Mulcahy 1f) Leo F. Mullin 1g) William D. Perez 1h) Charles Prince 1i) David Satcher 1j) William C. Weldon

For

Issuer

For

With

Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2010.

For

Issuer

For

With

Advisory vote on exeuctive compensation

Against

Issuer

Against

With

Special shareowner meetings

Against

Issuer

Against

With

LABORATORY CORP OF AMERICA HOLDINGS

	Ticker Symbol:LH	Cusip Number:50540R409
	Record Date: 3/15/2010	Meeting Date: 5/12/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of the members of the Company's Board of Directors: 1a) David P. King 1b) Kerrii B. Anderson 1c) Jean-Luc Belingard 1d) Wendy E. Lane 1e) Thomas P. MacMahon 1f) Robert E. Mittelstaedt, Jr. 1g) Arthur H. Rubenstein, MBBCh 1h) M. Keith Weikel, Ph.D. 1i) R. Sanders Williams, M.D.

For

Issuer

For

With

Ratification of the appointment of PricewaterhouseCoopers LLP as Laboratory Corporation of America Holdings' independent registered public account firm for 2010.

For

Issuer

For

With

MICROSOFT CORPORATION

	Ticker Symbol:MSFT	Cusip Number:594918104
	Record Date: 9/4/2009	Meeting Date: 11/19/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

01-09

Election of Directors: William H. Gates III, Steven A. Ballmer, Dina Dublon, Raymond V. Gilmartin, Reed Hastings, Marie Klawe, David F. Marquardt, Charles H. Noski, Helmut Panke

For

Issuer

For

With

Ratification of the Selection of Deloitte & Touche LLP as the Company's Independent Auditor

For

Issuer

For

With

To Approve Amendments to Amended and Restated Articles of Incorporation

For

Issuer

For

With

Advisory Vote on Executive Compensation

For

Issuer

For

With

Adoption of Healthcare Reform Principles

Against

Stockholder

Against

With

Disclosure of Charitable Contributions

Against

Stockholder

Against

With

NICOR INC.

	Ticker Symbol:GAS	Cusip Number:654086107
	Record Date: 2/22/2010	Meeting Date: 4/22/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: 1) R.M. Beavers, Jr. 2) B.P. Bickner 3) J.H. Birdsall, III 4) N.R. Bobins 5) B.J. Gaines 6) R.A. Jean 7) D.J. Keller 8) R.E. Martin 9) G.R. Nelson 10) A.J. Olivera 11) J. Rau 12) J.C. Staley 13) R.M. Strobel

For

Issuer

For

With

Ratification of appointment of Deloitte & Touche LLP as Nicor's independent registered public accounting firm for 2010.

For

Issuer

For

With

OCCIDENTAL PETROLEUM CORPORATION

	Ticker Symbol:OXY	Cusip Number:674599105
	Record Date: 3/15/2010	Meeting Date: 5/7/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Spencer Abraham, 1b) John S. Chalsty, 1c) Stephen I. Chazen, 1d) Edward P. Djerejian, 1e) John E. Feick, 1f) Carlos M. Gutierrez, 1g) Ray R. Irani, 1h) Irvin W. Maloney, 1i) Avedick B. Poladian, 1j) Rodolfo Segovia, 1k) Aziz D. Syriani, 1l) Rosemary Tomich, 1m) Walter L. Weisman

For

Issuer

For

With

Ratification of selection of KPMG as independent auditors.

For

Issuer

For

With

Re-approval of performance goals under incentive plan pursuant to tax deduction rules.

For

Issuer

For

With

Advisory vote approving executive compensation philosophy and practice.

For

Issuer

For

With

Elimination of compensation over $500,000 per year.

Against

Issuer

Against

With

Policy to separate Chairman and Chief Executive Officer roles.

Against

Issuer

Against

With

Percentage of stockholder ownership required to call special meeting of stockholders.

Against

Issuer

Against

With

Report on assessment of host country laws.

Against

Issuer

Against

With

Director election by majority stockholder vote.

Against

Issuer

Against

With

Report on increasing inherent security of chemical facilities.

Against

Issuer

Against

With

Policy on accelerated vesting in event of change in control.

Against

Issuer

Against

With

ORACLE CORPORATION

	Ticker Symbol:ORCL	Cusip Number:68389X105
	Record Date: 8/10/2009	Meeting Date: 10/7/2009

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend:a vote for election of the following nominees; 1-Jeffrey S. Berg, 2-H. Raymond Bingham, 3-Michael J. Boskin, 4- Safra A. Catz, 5-Bruce R. Chizen, 6- George H. Conrades, 7- Lawrence J. Ellison, 8- Hector Garcia-Molina, 9- Jeffry O. Henley, 10- Donald Lucas, 11-Charles E. Phillips,Jr., 12- Naomi O. Seligman

For

Issuer

For

With

Proposal for the apprval of the adoption of the fiscal yyear 2010 Executive Bonus Plan

Against

Issuer

For

Against

Proposal to ratify the selection of Ernst &Young LLP as independent registered public accounting firm for the fiscal year ending May 31,2010

For

Issuer

For

With

Stockholder proposal regaiding special stockholder meetings

Against

Stockholder

Against

With

Stockholder proposal regading advisory vote on executive compensation

Against

Stockholder

Against

With

Stockholder prposal regarding equity retention policy

Against

Stockholder

Against

With

PEPSICO, INC.

	Ticker Symbol:PEP	Cusip Number:713448108
	Record Date: 3/5/2010	Meeting Date: 5/5/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) S.L. Brown 1b) I.M. Cook 1c) D. Dublon 1d) V.J. Dzau 1e) R.L. Hunt 1f) A. Ibarguen 1g) A.C. Martinez 1h) I.K. Nooyi 1i) S.P. Rockefeller 1j) J.J. Schiro 1k) L.G. Trotter 1l) D. Vasella

For

Issuer

For

With

Approval of Independent Registered Public Accountants

For

Issuer

For

With

Approval of Amendment to Pepsico, Inc. 2007 Long-Term Incentive Plan.

For

Issuer

For

With

Charitable contributions report (proxy statement p. 67)

Against

Stockholder

Against

With

Right to call special shareholder's meeting (proxy statement p. 68)

Against

Stockholder

Against

With

Public policy report (proxy statement p. 70)

Against

Stockholder

Against

With

PFIZER INC.

	Ticker Symbol:PFE	Cusip Number:717081103
	Record Date: 2/23/2010	Meeting Date: 4/22/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Dennis A. Ausiello 1b) Michael S. Brown 1c) M. Anthony Burns 1d) Robert N. Burt 1e) W. Don Cornwell 1f) Frances D. Fergusson 1g) William H. Gray III 1h) Constance J. Horner 1i) James M. Kilts 1j) Jeffrey B. Kindler 1k) George A. Lorch 1l) John P. Mascotte 1m) Suzanne Nora Johnson 1n) Stephen W. Sanger 1o) William C. Steere, Jr.

For

Issuer

For

With

Proposal to ratify the selection of KPMG LLP as independent registered public accounting firm for 2010.

For

Issuer

For

With

Advisory vote on executive compensation.

For

Issuer

For

With

Approval of By-laws Amendment to reduce the percentage of shares required for shareholders to call special meeting.

For

Issuer

For

With

Shareholder proposal regarding stock options.

Against

Stockholder

Against

With

QUALCOMM, INC

	Ticker Symbol:QCOM	Cusip Number:747525103
	Record Date: 1/4/2010	Meeting Date: 3/2/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: 1) Barbara T. Alexander 2) Stephen M. Bennett 3) Donald G. Cruickshank 4) Raymond V. Dittamore 5) Thomas W. Horton 6) Irwin Mark Jacobs 7) Paul E. Jacobs 8) Robert E. Kahn 9) Sherry Lansing 10) Duane A. Nelles 11) Brent Scowcroft 12) Marc I. Stern

For

Issuer

For

With

To approve an amendment to the 2006 Long-Term Incentive Plan to increase the share reserve by 13,000,000 shares

For

Issuer

For

With

To ratify the selection of Pricewaterhousecoppers LLP as our independent public accountants for our fiscal year ending September 26, 2010.

For

Issuer

For

With

SIGMA-ALDRICH CORPORATION

	Ticker Symbol:SIAL	Cusip Number:826552101
	Record Date: 3/5/2010	Meeting Date: 5/4/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Rebecca M. Bergman 1b) George M. Church 1c) David R. Harvey 1d) W. Lee McCollum 1e) Jai P. Nagarkatti 1f) Avi M. Nash 1g) Steven M. Paul 1h) J. Pedro Reinhard 1i) D. Dean Spatz 1j) Barrett A. Toan

For

Issuer

For

With

Approval of the Sigma-Aldrich Corporation Cash Bonus Plan, as amended.

For

Issuer

For

With

Ratification of the appointment of KPMG LLP as the Company's independent registered public accountant for 2010.

For

Issuer

For

With

Approval of shareholder proposal regarding majority voting.

Against

Stockholder

Against

With

STAPLES, INC.

	Ticker Symbol:SPLS	Cusip Number:855030102
	Record Date: 4/12/2010	Meeting Date: 6/7/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Basil L. Anderson, 1b) Arthur M. Blank, 1c) Mary Elizabeth Burton, 1d) Justin King, 1e) Carol Meyrowitz, 1f) Rowland T. Moriarty, 1g) Robert C. Nakasone, 1h) Ronald L. Sargent, 1i) Elizabeth A. Smith, 1j) Robert E. Sulentic, 1k) Vijay Vishwanath, 1l) Paul F. Walsh

For

Issuer

For

With

To approve the Long Term Cash Incentive Plan

For

Issuer

For

With

To approve an amendment to Staples' Amended and Restated 2004 Stock Incentive Plan increasing the number of shares of common stock authorized for issuance under the plan from 77,430,000 to 97,430,000 and amending the material terms of the performance goals of the plan.

For

Issuer

For

With

To ratify the selection by the Audit Committee of Ernst & Young LLP as Staples' independent registered public accounting firm for the current fiscal year.

For

Issuer

For

With

To act on a shareholder proposal regarding the ability of shareholders to act by majority written consent.

Against

Stockholder

Against

With

To act on a shareholder proposal providing shareholders owning 10% of outstanding shares with the ability to call special meetings.

Against

Stockholder

Against

With

STRYKER CORPORATION

	Ticker Symbol:SYK	Cusip Number:863667101
	Record Date: 3/1/2010	Meeting Date: 4/27/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend a vote for election of the following nominees: 1) Howard E. Cox, Jr., 2) Srikant M. Datar, 3) Donald M. Engelman, 4) Louise L. Francesconi, 5) Howard L. Lance, 6) Stephen P. MacMillan, 7) William U. Parfet, 8) Ronald E. Stryker

For

Issuer

For

With

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2010.

For

Issuer

For

With

T. ROWE PRICE GROUP INC.

	Ticker Symbol:TROW	Cusip Number:74144T108
	Record Date: 2/12/2010	Meeting Date: 4/14/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1A) Edward C. Bernard 1B) James T. Brady 1C) J. Alfred Broaddus, Jr. 1D) Donald B. Hebb, Jr. 1E) James A.C. Kennedy 1F) Brian C. Rogers 1G) Dr. Alfred Sommer 1H) Dwight S. Taylor 1I) Anne Marie Whittemore

For

Issuer

For

With

Ratification of the appointment of KPMG LLP as our independent registered public accounting form for 2010.

For

Issuer

For

With

THE MCGRAW-HILL COMPANIES, INC.

	Ticker Symbol:MHP	Cusip Number:580645109
	Record Date: 3/8/2010	Meeting Date: 4/28/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Pedro Aspe 1b) Robert P. McGraw 1c) Hilda Ochoa-Brillembourg 1d) Edward B. Rust, Jr.

For

Issuer

For

With

Vote to amend the Restated Certificate of Incorporation to: 2a) Declassify the Board of Directors 2b) Eliminate related supermajority voting provisions

For

Issuer

For

With

Vote to amend the Restated Certificate of Incorporation to eliminate supermajority voting for the following actions: 3a) Merger or consolidation 3b) Sale, lease, exchange or other disposition of all or substantially all of the Company's assets outside the ordinary course of business 3c) Plan for the exchange of shares 3d) Authorization of dissolution

For

Issuer

For

With

Vote to amend the Restated Certificate of Incorporation to eliminate the ""Fair Price"" provision

For

Issuer

For

With

Vote to approve the Amended and Restated 2002 Stock Incentive Plan

For

Issuer

For

With

Vote to ratify Ernst & Young LLP as our independent registered public accounting firm for 2010

For

Issuer

For

With

Shareholder proposal requesting special shareholder meetings

Against

Stockholder

Against

With

Shareholder proposal requesting shareholder action by written consent

Against

Stockholder

Against

With

UNITED TECHNOLOGIES CORPORATION

	Ticker Symbol:UTX	Cusip Number:913017109
	Record Date: 2/16/2010	Meeting Date: 4/14/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: 1) Louis R. Chenevert 2) John V. Faraci 3) Jean-Pierre Garnier 4) Jamie S. Gorelick 5) Carlos M. Gutierrez 6) Edward A. Kangas 7) Charles R. Lee 8) Richard D. McCormick 9) Harold McGraw III 10) Richard B. Myers 11) H. Patrick Swygert 12) Andre Villleneuve 13) Christine Todd Whitman

For

Issuer

For

With

Appointment of the firm of Pricewaterhousecoopers LLP as independent auditor.

For

Issuer

For

With

Advisory vote on executive compensation

Against

Stockholder

Against

With

VF CORPORATION

	Ticker Symbol:VFC	Cusip Number:918204108
	Record Date: 3/9/2010	Meeting Date: 4/27/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees: 1) Richard T. Carucci, 2) Juliana L. Chugg, 3) George Fellows, 4) Clarence Otis, Jr.

For

Issuer

For

With

Approval of an amendment and restatement of VF's 1996 stock compensation plan.

For

Issuer

For

With

Ratification of the selection of pricewaterhousecoopers LLP as VF's independent registered public accounting firm for the 2010 fiscal year.

For

Issuer

For

With

WALGREEN CO.

	Ticker Symbol:WAG	Cusip Number:931422109
	Record Date: 11/16/2009	Meeting Date: 1/13/2010

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director: 1) Steven A. Davis 2) William C. Foote 3) Mark P. Frissora 4) Alan G. McNally 5) Nancy M. Schlichting 6) David Y. Schwartz 7) Alejandro Silva 8) James A. Skinner 9) Gregory D. Wasson

For

Issuer

For

With

Ratify the appointment of Deloitte & Touche LLP as Walgreen's Co.'s independent registered Public Accounting firm.

For

Issuer

For

With

Amend and restate the Walgreen Co. executive stock option plan.

For

Issuer

For

With

Shareholder proposal on a policy to change each voting requirement in Walgreen Co.'s charter and by-laws to simple majority vote.

Against

Stockholder

Against

With

Shareholder proposal on a policy that a significant portion of future stock option grants to senior executives should be performance-based.

Against

Stockholder

Against

With

Shareholder proposal on a written report on charitable donations.

Against

Stockholder

Against

With

* Management Recommended Vote

SIGNATURES

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

Conestoga Funds

By /s/W. Christopher Maxwell

* W. Christopher Maxwell

Chairman and Chief Executive Officer

By /s/Robert M. Mitchell

* Robert M. Mitchell

Treasurer and Chief Financial Officer

Date: August 11, 2010

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