SEC filing

N-PX 1 conestinstnpx201207.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:

Joshua Deringer, Esq.

Drinker Biddle

One Logan Square #2000

Philadelphia, PA 19103

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

Date of fiscal year end: September 30

Date of reporting period: 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 (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: 8/31/2011	Meeting Date: 10/26/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: a vote for election of the following nominees 01-Clinton H. Severson, 02-R.J. Bastiani, Ph.D, 03-MichaelD. Casey, 04-Henk J. Evenhuis, 05-Prithipal Singh, Ph.D., 06-Vernon E. Altman

For

Issuer

For

With

To approve, on an advisory basis, the compensation of the company's named executive officers.

For

Issuer

For

With

To indicate, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of the company's named executive officers.

For

Issuer

For

With

To ratify the appointment of Burr Pilger Mayer, Inc. as the independent registerd public accounting firm of Abaxis, Inc. for the Fiscal year ending March 31, 2012.

For

Issuer

For

With

ACACIA RESEARCH CORPORATION

	Ticker Symbol:ACTG	Cusip Number:003881307
	Record Date: 3/23/2012	Meeting Date: 5/17/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director Recommend: A vote for election of the following nominees: Paul R. Ryan, G. Louis Graziadio, III

For

Issuer

For

With

To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year ending December 31, 2012.

For

Issuer

For

With

To approve, by non-binding, advisory vote, the compensation of our named executive officers.

For

Issuer

For

With

To approve the adoption of the 2012 Acacia Research Corporation stock incentive plan, which authorizes the issurance of a variety of equity awards, including stock options, stock appreciation rights and direct stock awards.

Against

Issuer

For

With

ACCELRY'S INC.

	Ticker Symbol:ACCL	Cusip Number:00430U103
	Record Date: 6/8/2011	Meeting Date: 8/3/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: a vote for election of the following nominees 1-01-Jeffrey Rodek, 02-Larry Ferguson

For

Issuer

For

With

To ratify the selection of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011.

For

Issuer

For

With

To approve on an advisory, non-binding basis the compensation of our named executive officers.

For

Issuer

For

With

To approve on an advisory, non-binding basis the frequency of the stockholder advisory vote to approve the compensation of our named executive officers. (3 years)

For

Issuer

For

With

To approve our 2011 stock incentive plan.

For

Issuer

For

With

To approve an amendment to our 2005 employee stock purchse plan to increase the number of shares of our common stock available for future grant thereunder by 1,500,000 shares.

For

Issuer

For

With

ACI WORLDWIDE, INC.

	Ticker Symbol:ACIW	Cusip Number:004498101
	Record Date: 4/16/2012	Meeting Date: 6/14/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election to the following nominees: John D. Curtis, Philip G. Heasley, James C. McGroddy, Harlan F. Seymour, John M. Shay, Jr., John E. Stokely, Jan H. Suwinski

For

Issuer

For

With

Ratify the appointment of Deloitte & Touche LLP as our independent auditor for the fiscal year ending December 31, 2012.

For

Issuer

For

With

Conduct an advisory vote on executive compensation.

For

Issuer

For

With

Amend the 2005 equity and performance incentive plan to, among other things, increase the number of shares authorized for issuance thereunder.

For

Issuer

For

With

ADVENT SOFTWARE, INC.

	Ticker Symbol:ADVS	Cusip Number:007974108
	Record Date: 3/12/2012	Meeting Date: 5/9/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director Recommend: A vote for election of the following nominees: John H. Scully, Stephanie G. Dimarco, David Peter F. Hess, Jame D. Kirsner, Wendell G. Van Auken, Christine S. Manfredi, Asiff S. Hirji, John H. Scully

For

Issuer

For

With

To ratify the appointment of pricewaterhousecoopers LLP as the independent registered public accounting firm of the company for the year ending December 31, 2012.

For

Issuer

For

With

To approve the company's amended and restated 2002 stock plan, including reserving an additional 1,900,000 shares of commmon stock for issuance thereunder.

Against

Issuer

For

With

To approve, on an advisory basi, the compensation of our named executive officers.

For

Issuer

For

With

To approve the executive incentive plan.

For

Issuer

For

With

AEROVIRONMENT INC.

	Ticker Symbol:AVAV	Cusip Number:008073108
	Record Date: 8/5/2011	Meeting Date: 9/29/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: a vote for election of the following nominees;1-01-Joseph F. Alibrandi

For

Issuer

For

With

To ratify the selection of Ernst & young LLP as the company's independent registered ppublic accounting firm.

For

Issuer

For

With

Amendment and restatement of Aerovironment's 2006 equity incentive plan.

For

Issuer

For

With

Advisory vote on executive compensation.

For

Issuer

For

With

Advisory vote on frequency of executive compensation advisory votes. (3 years)

For

Issuer

For

With

ALIGN TECHNOLOGY, INC.

	Ticker Symbol:ALGN	Cusip Number:016255101
	Record Date: 3/28/2012	Meeting Date: 5/23/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election to the following nominees: David E. Collins, Joseph Lacob, C. Raymond Larkin, Jr., George J. Morrow, Dr. David C. Nagel, Thomas M. Prescott, Greg J. Santora, Warren S. Thaler

For

Issuer

For

With

Proposal to ratify the appointment of pricewaterhousecoopers LLP as Align Technology, Inc.'s independent registered public accountants for the fiscal year ending December 31, 2012.

For

Issuer

For

With

Advisory vote to approve named executive officer compensation.

For

Issuer

For

With

ANSYS, INC.

	Ticker Symbol:ANSS	Cusip Number:03662Q105
	Record Date: 3/22/2012	Meeting Date: 5/17/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: Peter J. Smith, Bradford C. Morley, Patrick J. Zilvitis,

For

Issuer

For

With

An amendment to the company's restated certificate of incorporation to adopt a majority voting standard for the election of directorsin uncontested elections.

For

Issuer

For

With

A Non-binding, advisory vote on compensation of our named executive officers.

For

Issuer

For

With

Ratification of selection of independent registered public accounting firm.

For

Issuer

For

With

BALCHELM CORPORATION

	Ticker Symbol:BCPC	Cusip Number:057665200
	Record Date: 4/18/2012	Meeting Date: 6/14/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election to the following nominees: Paul D. Coombs, Edward L. McMillan

For

Issuer

For

With

Ratification of the appointment of McGladrey & Pullen, LLP as the company's independent registered public accounting firm for the year 2012.

For

Issuer

For

With

Non-binding advisory approval of named executive officers compensationas described in the proxy statement.

For

Issuer

For

With

BOTTOMLINE TECHONOLOGIES (DE), INC.

	Ticker Symbol:EPAY	Cusip Number:101388106
	Record Date: 9/28/2011	Meeting Date: 11/17/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 02-Robert A Eberle, 03-Jeffrey C. Leathe

For

Issuer

For

With

Amendment to the company's 2009 stock incentive plan to increase -->>> The number of shares of common stock authorized for issuance under the plan from 2,750,000 to 5,550,000, as further set forth in the accompanying proxy statement.

For

Issuer

For

With

Non-binding advisory vote on executive compensation. ------------------->>>

For

Issuer

For

With

Non-binding advisory vote on the frequency of future non-binding -->>> Advisory votes on executive compensation.

For

Issuer

For

With

Ratification of the selection of Ernst & Young LLP as the ---------->>> Company's registered public accounting firm for the current fiscal year.

For

Issuer

For

With

C.H. ROBINSON WORLDWIDE, INC.

	Ticker Symbol:CHRW	Cusip Number:12541W209
	Record Date: 3/13/2012	Meeting Date: 5/10/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1A Election of Director: David W. Maclennan 1B Election of Director: James B. Stake 1C Election of Director: John P. Wiehoff

For

Issuer

For

With

To approve, by non-binding vote, named executive officer compensation.

For

Issuer

For

With

To amend and restate the company's certificate of incorporation to eliminate the classification of the board of directors.

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, 2012.

For

Issuer

For

With

C.R. BARD, INC.

	Ticker Symbol:BCR	Cusip Number:067383109
	Record Date: 3/27/2012	Meeting Date: 4/18/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1.1 Election of Director for a term of three years: Marc C. Breslawsky 1.2 Election of director for a term of three years: Herbert L. Henkel 1.3 Election of director for three yearsL Tommy G. Thompson 1.4 Election of director for a term of three years: Timothy M. Ring 1.5 Election of director for a term of one year: G. Mason Morfit

For

Issuer

For

With

To ratify the appointment of KPMG LLP as independent registered public accounting firm for fiscal year 2012.

For

Issuer

For

With

To approve the 2012 long term incentive plan of C.R. Bard, Inc., as amended and restated.

For

Issuer

For

With

To approve the employee stock purchase plan of C.R. Bard, Inc., as amended and restated.

For

Issuer

For

With

To approve a say-on-pay - advisory vote of the compensation of our named executive officers.

Against

Issuer

For

With

To approve an amendment to the company's restated certificate of incorporation to declassify the board of directors.

For

Issuer

For

With

A shareholder proposal relating to sustainability reporting.

Against

Issuer

For

With

CAPELLA EDUCATION CO.

	Ticker Symbol:CPLA	Cusip Number:139594105
	Record Date: 3/12/2012	Meeting Date: 5/8/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: J. Kevin Gilligan, Mark N. Greene, Michael L. Lomax, Jody G. Miller, Hilary C. Pennington, Stephen G. Shank, Andrew M. Slavitt, David W. Smith, Jeffrey W. Taylor, Darrell R. Tukua

For

Issuer

For

With

Ratification of the appointment of Ernst & Young LLP as our independed registered public accounting firm for the fiscal year ending December 31, 2012.

For

Issuer

For

With

Advisory vote on the executive compensation of our named executive officers (Say on pay).

For

Issuer

For

With

CARO CERAMICS INC.

	Ticker Symbol:CRR	Cusip Number:140781105
	Record Date: 3/26/2012	Meeting Date: 5/22/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: Sigmund L. Cornelius, James B. Jennings, Gary A. Kolstad, H.E. Lentz, Jr., Randy L. Limbacher, William C. Morris, 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, 2012.

For

Issuer

For

With

Proposal to approve an amendment to the company's amended and restated certificate of incorporation.

For

Issuer

For

With

Proposal to approve, by advisory vote, the compensation of the named executive officers.

For

Issuer

For

With

COINSTAR, INC.

	Ticker Symbol:CSTR	Cusip Number:19259P300
	Record Date: 4/16/2012	Meeting Date: 6/7/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1A. - Election of Director: Paul D. Davis ---------------------------->>> 1B. - Election of Director: Nelson C. Chan ------------------------------>>>

For

Issuer

For

With

Advisory resolution to approve the compensation of the company's -->>> Named executive officers.

For

Issuer

For

With

Ratify appointment of KPMG LLP as independent registered public --->>> Acccounting firm.

Against

Issuer

For

With

COMSCORE, INC.

	Ticker Symbol:SCOR	Cusip Number:20564W105
	Record Date: 5/31/2011	Meeting Date: 7/26/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: a vote for election of the following nominees; 1-01-Magid M. Abraham, 02-William Katz, 03-Jarl Mohn

For

Issuer

For

With

To ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31,2011.

For

Issuer

For

With

Advisory vote to approve compensation awarded to named executive officers in 2010.

For

Issuer

For

With

Advisory vote to approve the frequency of stockholder votes on compensation awarded to named executive officers.(3 years).

For

Issuer

For

With

To approve the amendment and restatement of our 2007 equity incentive plan primarily to, among other things, allow the company to qualify awards granted thereunder as "performance-based" within the meaning of section 162(M) of the internal revenue code.

For

Issuer

For

With

CONTANGO OIL & GAS COMPANY

	Ticker Symbol:MCF	Cusip Number:21075N204
	Record Date: 10/12/2011	Meeting Date: 12/1/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election for the following nominees 1A -Election of Director: Kenneth R. Peak 1B -Election of Director: B.A. Berilgen 1C -Election of Director: Jay D. Brehmer 1D -Election of Director: Charles M. Reimer 1E -Election of Director: Steven L. Schoonover

For

Issuer

For

With

Approval, on an advisory basis, of the compensation of our --------->>> named executive officers.

For

Issuer

For

With

Approval, on an advisory basis, of the frequency of future --------->>> Advisory votes on the compensation of our named executive officers.

For

Issuer

For

With

Ratification of the selecton of Grant Thornton LLP as --------->>> Independent public accountants for the fiscal year ended June 30, 2012.

For

Issuer

For

With

CORE LABORABORIES N.V.

	Ticker Symbol:CLB	Cusip Number:N22717107
	Record Date: 4/18/2012	Meeting Date: 5/16/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: Richard L. Bergmark, M. Ann Ven Kempen

For

Issuer

For

With

Appointment of pricewaterhousecoopers as independent registered public accountants for the year ending December 31, 2012.

For

Issuer

For

With

Approve the compensation philsophy, policies and procedures described in the CD&A, and the compensation of named executive officers, all as more fully described in the proxy statement.

For

Issuer

For

With

Approve the compensation philsophy, policies and procedures described in the CD&A, and compensation of named executive officers, including compensation tables every one, two, or three years.

For

Issuer

For

With

To confirm and adopt our Dutch Statutory annual accounts in the English language for the fiscal year ended December 31, 2011.

Abstained

Issuer

For

With

To approve and resolve the cancellation of our repurchased shares held at the time annual meeting starts.

For

Issuer

For

With

To approve and resolve the extension of the existing authority to repurchase up to 10% of our issued share capital.

For

Issuer

For

With

To approve and resolve the extension of the authority to issue shares and/or to grants rights (including options to purchase).

For

Issuer

For

With

To approve and resolve the extension of the authority to limit or exclude the preemptive rights of the holders of our common shares and/or preference shares up to a maximum of 20% of outstanding shares per annum until May 16, 2017.

For

Issuer

For

With

For

Issuer

For

With

CORE LABORATORIES N.V.

	Ticker Symbol:CLB	Cusip Number:N22717107
	Record Date: 4/18/2012	Meeting Date: 5/16/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: Richard L. Bergmark, M. Ann Van Kempen

For

Issuer

For

With

To ratify the appointment to pricewaterhousecoopers as our company's independent registered public accountants for the year ending December 31, 2012.

For

Issuer

For

With

The shareholders approve the compensation philosophy, policies and procedures described in the CD&A, and the compensation of Core Laboratories N.V.'S named executive officers as disclosed pursuant to the sec's compensation disclosure rules, including the compensation tables.

For

Issuer

For

With

The shareholders of the company's be provided an opportunity to approve the compensation philosophy, policies and procedures described in the CD&A, and the compensation of Core Laboratories N.V.'S named executive officers as disclosed pursuant to the sec's compensation disclosure rules, including the compensation tables every one year, two years or three years.

For

Issuer

For

With

To confirm and adopt our Dutch Statutory annual accounts in the english language for the fiscal year ended December 31, 2011.

For

Issuer

For

With

To approve and resolve the cancellation of our repurchased shares held at the time the annual meeting starts.

For

Issuer

For

With

To approve and resolve the extension of the existing authority to repurchase up to 10% of our issued share capital from time to time for an 18-month period, until November 16, 2013, and such repurchased shares may be used for any legal purpose.

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 up to a maximum of 20% of outstanding shares per annum until May 16, 2017.

For

Issuer

For

With

For

Issuer

For

With

To approve and resolve amendments to the Core Laboratories N.V. articles of association in connection with the decision to list the company's shares on the NYSE Euronext in Amesterdam and for other reasons: A) to be consistent with appliable Dutch law and for investor relations purposes for listing with NYSE Euronext in Amesterdam, and B) to make other voluntary revisions related to the management board and supervisory board.

For

Issuer

For

With

COSTAR GROUP, INC.

	Ticker Symbol:CSGP	Cusip Number:22160N109
	Record Date: 4/9/2012	Meeting Date: 6/5/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election to the following nominees: Michael R. Klein, Andrew C. Florance, David Bonderman, Michael J. Glosserman, Warren H. Haber, Christopher J. Nassetta, David J. Steinberg

For

Issuer

For

With

Proposal to approve an amendment to the Costar Group, Inc. restated certificate of incorporation to increase the authorized number of shares of common stock by 30,000,000 shares.

For

Issuer

For

With

Proposal to approve the qualifying performance criteria under the Costar Group, Inc. 2007 stock incentive plan, as amended.

For

Issuer

For

With

Proposal to approve an amendment to the Costar Group, Inc. 2007 stock incentive plan, as amended, to increase the number of authorized shares of common stock issuable under the plan by 900,000,000 shares.

Against

Issuer

For

With

Proposal to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2012.

For

Issuer

For

With

Proposal to approve, on an advisory basis, the company's executive compensation.

For

Issuer

For

With

DOLBY LABORATORIES, INC.

	Ticker Symbol:DLB	Cusip Number:25659T107
	Record Date: 12/15/2011	Meeting Date: 2/7/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: Kevin Yeaman, Peter Gotcher, David Dolby, Nicholas Donatiello, Jr., Ted W. Hall, Bill Jasper, Sanford Robertson, Roger Siboni, Avadis Tevanian, Jr.

For

Issuer

For

With

To approve the stock option exchange program.

Against

Issuer

For

With

To ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending September 28, 2012.

For

Issuer

For

With

EXPEDITORS INT'L OF WASHINGTON, INC.

	Ticker Symbol:EXPD	Cusip Number:302130109
	Record Date: 3/8/2012	Meeting Date: 5/2/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1A Election of Director: Mark A. Emmert 1B Election of Director: R. Jordan Gates 1C Election of Director: Dan P. Kourkoumelis 1D Election of Director: Michael J. Malone 1E Election of Director: John W. Meisenbach 1F Election of Director: Peter J. Rose 1G Election of Director: James L.K. Wang 1H Election of Director: Robert R. Wright

For

Issuer

For

With

To approve, on a non-binding basis, the compensation of the company's named executive officers.

For

Issuer

For

With

To approve and ratify the adoption of the 2012 stock option plan.

For

Issuer

For

With

To ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2012.

For

Issuer

For

With

To consider a shareholder proposal to adopt an independent board chairman policy.

For

Issuer

For

With

FACTSET RESEARCH SYSTEMS INC.

	Ticker Symbol:FDS	Cusip Number:303075105
	Record Date: 10/17/2011	Meeting Date: 12/13/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 1 - 01-Robin A Abrams, 02-Michael F. Dichristina, 03-Walter F. Siebacker

For

Issuer

For

With

To ratify the appointment of the accounting firm of --------------->>> Pricewaterhousecoopers LLP as the independent registered public accouting firm for fiscal 2012.

For

Issuer

For

With

To approve an amendment to the company's restated certificate of -->>> Incorporation to increase the number of authorized shares of the company's common stock from 100,000,000 to 150,000,000.

Against

Issuer

For

With

To approve, by non-binding vote, the compensation of the ---------->>> Company's named executive officers.

For

Issuer

For

With

To recommend, by non-binding vote, the frequency of executive ----->>> Compensation voting.

For

Issuer

For

With

FARO TECHNOLOGIES, INC.

	Ticker Symbol:FARO	Cusip Number:311642102
	Record Date: 4/5/2012	Meeting Date: 5/16/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Director Recommend: A vote for election of the following nominees: Lynn Brubaker, Simon Raab

For

Issuer

For

With

The ratification of Grant Thornton LLP as the company's independent registered public accounting firm for 2012.

For

Issuer

For

With

Non-binding resolution to approve the compensation of the company's named executive officers.

For

Issuer

For

With

FASTENAL COMPANY

	Ticker Symbol:FAST	Cusip Number:311900104
	Record Date: 2/22/2012	Meeting Date: 4/17/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: Robert A. Kierlin, Stephen M. Slaggie, Michael M. Gostomski, Willard D. Oberton, Michael J. Dolan, Reyne K. Wisecup, Hugh L. Miller, Michael J. Ancius, Scott A. Satterlee

For

Issuer

For

With

Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the 2012 fiscal year.

Against

Issuer

For

With

Approval, by non-binding vote, of Fastenal company's executive compensation.

For

Issuer

For

With

Approval of an amended and restated Fastenal company's incentive plan.

For

Issuer

For

With

Approval of an amendment to the restated articles of incorporation of Fastenal company to require a majority vote for the election of directors.

For

Issuer

For

With

GENTEX CORPORATION

	Ticker Symbol:GNTX	Cusip Number:371901109
	Record Date: 3/23/2012	Meeting Date: 5/17/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: Fred Bauer, Gary Goode, Jim Wallace

For

Issuer

For

With

A proposal to amend the restated articles of incorporation to declassify the board of directors.

For

Issuer

For

With

A shareholder proposal requesting that the board of directors issue a sustainability report.

Against

Issuer

For

With

Ratify the appointment of Ernst & Young LLP as the company's auditors for the fiscal year ending December 31, 2012

For

Issuer

For

With

To approve, by non-binding vote, compensation of named executive officers.

For

Issuer

For

With

To approve the 2012 amended and restated nonemployee director stock option plan.

For

Issuer

For

With

GRACO, INC.

	Ticker Symbol:GGG	Cusip Number:384109104
	Record Date: 2/21/2012	Meeting Date: 4/20/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: William J. Carroll, Jack W. Eugster, R. William Van Sant

For

Issuer

For

With

Ratification of appointment of Deloitte & Touche LLP as the independent registered public accounting firm.

For

Issuer

For

With

Approval, on an advisory basis, of the compensation paid to the named executive officers as disclosed in the proxy statement.

For

Issuer

For

With

Increase in authorized shares for the employee stock purchase plan.

For

Issuer

For

With

Incentive bonus plan.

For

Issuer

For

With

Shareholder proposal to adopt majority voting for the election of directors.

For

Issuer

For

With

GRAND CANYON EDUCATION, INC.

	Ticker Symbol:LOPE	Cusip Number:38526M106
	Record Date: 3/22/2012	Meeting Date: 5/17/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: Brent D. Richardson, Brian E. Mueller, Chad N. Heath, D. Mark Dorman, David J. Johnson, Jack A. Henry, Bradley A. Casper

For

Issuer

For

With

To approve, on an advisory basis, the compensation of our named executive officers.

For

Issuer

For

With

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

For

Issuer

For

With

HEALTHSTREAM, INC.

	Ticker Symbol:HSTM	Cusip Number:42222N103
	Record Date: 3/28/2012	Meeting Date: 5/23/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directos Recommend: A vote for election to the following nominees: C. Martin Harris, M.D., Frank Gordon, Robert A. Frist, Jr.

For

Issuer

For

With

To ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31, 2012.

For

Issuer

For

With

To approve, on an advisory basis, the compensation of the company's named executive officers.

For

Issuer

For

With

To select, on an advisory basis, the frequency (annual, biennial or triennial) with which sharesholders of the company will have an advisory vote on the compensation of the company's named executive officers.

For

Issuer

For

With

HIBBETT SPORTS, INC.

	Ticker Symbol:HIBB	Cusip Number:428567101
	Record Date: 3/27/2012	Meeting Date: 5/24/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: Jane F. Aggers, Terrance G. Finley, Alton E. Yother

For

Issuer

For

With

Ratification of the selection of KPMG LLP as the independent registered public accounting firm for fiscal 2013.

For

Issuer

For

With

Say on pay - approval, by non-binding advisory vote of our executive compensation.

For

Issuer

For

With

Approval of the 2012 non-employee director equity plan.

For

Issuer

For

With

Approval of an amendment to Hibbett Sports, Inc. certificate of incorporation to increase the range of the size of the board of directors from six to nine (6-9) to seven to ten (7-10).

For

Issuer

For

With

HITTITE MCCROWAVE CORP.

	Ticker Symbol:HITT	Cusip Number:43365Y104
	Record Date: 4/4/2012	Meeting Date: 5/15/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: Stephen G. Daly; Ernest L. Godshalk;Rick D. Hess; Adrienne M. Markham; Brian P. Mcaloon; Cosmo S. Trapani; Franklin Weigold

For

Issuer

For

With

To approve, on an adivsory basis, the compensation of the named executive officers.

For

Issuer

For

With

To ratify the appointment of PriceWaterHouseCoopers LLP as our independent registered public accounting firm for 2012.

For

Issuer

For

With

ICONIX BRAND GROUP, INC.

	Ticker Symbol:ICON	Cusip Number:451055107
	Record Date: 6/23/2011	Meeting Date: 8/18/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: a vote for election of the following nominees; 1-01- Neil Cole, 02-Barry Emanuel, 03-Drew Cohen, 04-F. Peter Cuneo, 05-Mark Friedman, 06-James A. Marcum, 07-Laurence N. Charney

For

Issuer

For

With

Ratification of the appointment of BDO USA, LLP as the company's independent registered public accountants for the fiscal year ending Decmber 32, 2011.

For

Issuer

For

With

To approve by non-binding advisory vote, the resoluton approving named executive officer compensation.

For

Issuer

For

With

To approve, by non-binding advisory vote, the frequency of future advisory votes on executive compensation (3 years).

For

Issuer

For

With

IDEXX LABORATORIES, INC.

	Ticker Symbol:IDXX	Cusip Number:45168D104
	Record Date: 3/12/2012	Meeting Date: 5/9/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: William T. End, Barry C. Johnson, PHD, Brian P. McKeon

For

Issuer

For

With

Advisory vote on executive compensation. To approve a nonbinding advisory resolution on the company's executive compensation programs (proposal two).

For

Issuer

For

With

Ratification of appointment of independent registered public accounting firm. To ratify the selection by the audit committee of the board of directors of pricewaterhousecoopers LLP as our independent registered public accounting firm for the current fiscal year (proposal three).

For

Issuer

For

With

IHS INC.

	Ticker Symbol:IHS	Cusip Number:451734107
	Record Date: 2/23/2012	Meeting Date: 4/12/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

11. Election of Director: Ruann F. Ernst 1.2 Election of Director: Christoph V. Grolman 1.3 Election of Director: Richard W. Roedel

For

Issuer

For

With

Ratification of the appointment of independent registered public accountants.

Against

Issuer

For

With

An advisory vote to approve the compensation of executive officers.

For

Issuer

For

With

II-VI

	Ticker Symbol:IIVI	Cusip Number:902104108
	Record Date: 9/2/2011	Meeting Date: 11/4/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote of for election of the following nominees 02-Thomas E. Mistler, 03-Joseph J. Corasanti, 04-Howard H. Xia

For

Issuer

For

With

Approval of an amendment to the II-VI incorporated amended and -->>> Restated articles of incorporation to increase the number of shares of common stock that are authorized for issuance from 100,000,000 to 300,000,000 shares.

For

Issuer

For

With

Approval of an amendment to the II-VI incorporated amended and -->> Restated articles if incorporation for the adoption of majority voting of directors and the related elimination of cumulative voting in the election of directors in order to effect majority voting.

For

Issuer

For

With

Approval of an amendment to the II-VI incorporated amended and ----->>> Restated articles of incorporation to amend the business purpose clause to reflect a change in the governing statute under Pennsylvania law.

For

Issuer

For

With

Advisory vote on the company's executive compensation. ------------>>>

For

Issuer

For

With

Advisory vote on the frequency of future shareholder Advisory ----->>> Votes on the company's executive compensation.

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, 2012.

For

Issuer

For

With

MARKEL CORPORATION

	Ticker Symbol:MKL	Cusip Number:570535104
	Record Date: 3/8/2012	Meeting Date: 5/14/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1A Election of Director: J. Alfred Broaddus, Jr. 1B Election of Director: Douglas C. EBY 1C Election of Director: Stewart M. Kasen 1D Election of Director: Alan I. Kirshner 1E Election of Director: Lemuel E. Lewis 1F Election of Director: Darrell D. Martin 1G Election of Director: Anthony F. Markel 1H Election of Director: Steve A. Markel 1I Election of Director: Jay M. Weinberg 1J Election of Director: Debora J. Wilson

For

Issuer

For

With

To ratify the selection of KPMG LLP by the audit committee of the board of directors as the company's independent registered public accounting firm for the year ending December 31, 2012.

For

Issuer

For

With

To approve the company's 2012 equity incentive compensation plan.

For

Issuer

For

With

MERIDIAN BIOSCIENCE, INC.

	Ticker Symbol:VIVO	Cusip Number:589584101
	Record Date: 11/28/2011	Meeting Date: 1/25/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 1 - 01-James M. Anderson, 02-John A. Kraeutler, 03-William J. Motto, 04-David C. Phillips, 05-Robert J. Ready

For

Issuer

For

With

Advisory vote on named executive officer compensation. -------------->>>

For

Issuer

For

With

Advisory vote on the frequency of future advisory votes on named -->>> Executive officer compensation.

For

Issuer

For

With

To ratify the appointment of Grant Thornton LLP as Meridian's -------->>> Independent registered public accountants for fiscal year 2012.

For

Issuer

For

With

To Reapprove the Meridian 2004 equity compensation plan and its --->>> Performance measurements.

For

Issuer

For

With

To approve the Meridian 2012 stock incentive plan. ---------------->>>

For

Issuer

For

With

MERIDIAN BIOSCIENCE, INC.

	Ticker Symbol:VIVO	Cusip Number:589584101
	Record Date: 11/28/2011	Meeting Date: 1/25/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: James M. Anderson, John A. Kraetler, William J. Motto, David C. Phillips, Robert J. Ready

For

Issuer

For

With

Advisory vote on named executive officer compensation.

For

Issuer

For

With

Advisory vote on the frequency of future advisory votes on named executive officer compensation.

For

Issuer

For

With

To ratify the appointment of Grant Thornton LLP as Meridian's independent registered public accountants for fiscal year 2012.

For

Issuer

For

With

To reapprove the Meridian 2004 equity compensation plan and it's performance measurements.

For

Issuer

For

With

To approve the Meridian 2012 stock incentive plan.

For

Issuer

For

With

MICROS SYSTEMS, INC.

	Ticker Symbol:MCRS	Cusip Number:594901100
	Record Date: 9/26/2011	Meeting Date: 11/18/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 1 -01-Louis M. Brown, Jr., 02-B. Gary Dando, 03-A.L. Giannopoulos, 04-F. Suzanne Jenniches, 06-Dwright S. Taylor

For

Issuer

For

With

Proposal to ratify the appointment of pricewaterhousecoopers LLP -->>> As the independent registered public accounting firm of the company for the 2012 fiscal year (Proposal 2)

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 (proposal 3)

For

Issuer

For

With

Consideration of an advisory vote on compensation of company's ---->>> named executive officers (Proposal 4)

For

Issuer

For

With

Consideration of an advisory vote to determine the frequency of --->>> The advisory vote on compensation of company's named executive officer (Proposal 5)

Against

Issuer

For

With

MICROS SYSTEMS, INC.

	Ticker Symbol:MCRS	Cusip Number:594901100
	Record Date: 9/27/2010	Meeting Date: 11/19/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

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

For

Issuer

For

With

Proposal to ratify the appointment of PriceWaterHouseCoopers LP as the independent registered public accounting firm of the company for the 2011 fiscal year (proposal 2)

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 (proposal 3)

For

Issuer

For

With

MORNINGSTAR, INC

	Ticker Symbol:MORN	Cusip Number:617700109
	Record Date: 3/16/2012	Meeting Date: 5/15/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

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

For

Issuer

For

With

Ratification of the appointment of KPMG LLP as morningstar's independent registered public accounting firm for 2012.

For

Issuer

For

With

Sharehold proposal regarding independent board chairman.

For

Issuer

For

With

MORNINGSTAR, INC.

	Ticker Symbol:MORN	Cusip Number:617700109
	Record Date: 3/6/2012	Meeting Date: 5/15/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1A. Election of Director: Joe Mansueto 1B. Election of Director: Don Phillips 1C. Election of Director: Cheryl Francis 1D. Election of Director: Steve Kaplan 1E. Election of Director: Bill Lyons 1F. Election of Director: Jack Noonan 1G. Election of Director: Paul Sturm 1H. Election of Director: Hugh Zentmyer

For

Issuer

For

With

Ratification of the appointment of KPMG LLP as Morningstar's independent registered public accounting firm for 2012.

For

Issuer

For

With

Shareholder proposal regarding independent board chairman.

For

Issuer

For

With

NATIONAL RESEARCH CORPORATION

	Ticker Symbol:NRCI	Cusip Number:637372103
	Record Date: 3/14/2012	Meeting Date: 5/11/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: Michael D. Hays, John N. Nunnelly

For

Issuer

For

With

Advisory vote on the approval of the compensation of our named executive officers as disclosed in the accompanying proxy statement.

For

Issuer

For

With

NEOGEN CORPORATION

	Ticker Symbol:NEOG	Cusip Number:640491106
	Record Date: 8/8/2011	Meeting Date: 10/6/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: a vote for election of the following nominees: 1-01-James L. Herbert, 02-G. Bruce Papesh, 03-Thomas H. Reed

For

Issuer

For

With

To approve an increase in the company's authorized common shares from 30,000,000 shares to 60,000,000 shares

For

Issuer

For

With

To approve an amendment to the company's 2007 stock option plan to increase available shares from 1,500,000 shares to 2,500,000 shares.

For

Issuer

For

With

To approve the establsihment of the Neogen Corporation 2011 employee stock purchase plan.

For

Issuer

For

With

To approve, by non-binding vote, the compensation of executives.

For

Issuer

For

With

To recommend, by non-binding vote,the frequency of executive compensation votes. (1 hr.)

For

Issuer

For

With

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

For

Issuer

For

With

NIC INC.

	Ticker Symbol:EGOV	Cusip Number:62914B100
	Record Date: 3/5/2012	Meeting Date: 5/1/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: Harry H. Herington, Art N. Burtscher, Daniel J. Evans, Karen S. Evans, Ross C. Hartley, C. Brad Henry, Alexander C. Kemper, William M. Lyons, Pete Wilson

For

Issuer

For

With

To approve the compensation of the company's named executive officers as disclosed in these materials.

For

Issuer

For

With

To approve the NIC Inc. executive incentive plan.

For

Issuer

For

With

To ratify the appointment of pricewaterhousecoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2012.

For

Issuer

For

With

NVE CORPORATION

	Ticker Symbol:NVEC	Cusip Number:629445206
	Record Date: 6/20/2011	Meeting Date: 8/15/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: a vote for election of the following nominees; 1-01-Terrence W. Glarner, 02-Daniel A. Baker, 03-James D. Hartman, 04-Patricia M. Hollister, 05-Robert H. Irish

For

Issuer

For

With

To approve named executive officer compensation as disclosed in our proxy statement.

For

Issuer

For

With

To vote on a non-binding proposal regarding the frequency of the vote on our executive compensation program (1 year).

For

Issuer

For

With

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2012.

For

Issuer

For

With

PEGASYSTEMS INC.

	Ticker Symbol:PEGA	Cusip Number:705573103
	Record Date: 5/16/2011	Meeting Date: 7/12/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1A-Peter Gyenes, 1B-Richard H. Jones, 1C-Steven F. Kaplan, 1D-James P. O'Halloran, 1E-Alan Trefler, 1F-William W. Wyman.

For

Issuer

For

With

To approve, by a non-binding advisory vote, the compensation of our named executive officers.

For

Issuer

For

With

To approve, by a non-binding advisory vote, the frequency of the stockholder advisory vote on the compensation of ournamed executive officers. 3 Years

For

Issuer

For

With

To approve the Pegasystems Inc. amended and restated 2004 long-term incentive plan.

For

Issuer

For

With

To ratify the selection by the audit committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2011.

For

Issuer

For

With

PEGASYSTEMS INC.

	Ticker Symbol:PEGA	Cusip Number:705573103
	Record Date: 5/23/2012	Meeting Date: 3/14/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: Peter Gyenes; Richard H. Jones; Steven F. Kaplan; James P. O'Halloran; Alan Trefler; William W. Wyman.

For

Issuer

For

With

To approve, by a non-binding vote, the compenstion of our named executive officers.

For

Issuer

For

With

To approve an amendment to our restated articles of organization to increase thenumber of authorized shares of common stock from 70,000,000 to 100,000.

Against

Issuer

N/A

Against

To ratify the selection by the audit committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2012.

For

Issuer

For

With

POLARIS INDUSTRIES INC.

	Ticker Symbol:PII	Cusip Number:731068102
	Record Date: 2/29/2012	Meeting Date: 4/26/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: Annette K. Clayton, Gregory R. Palen, John P. Wiehoff

For

Issuer

For

With

Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for 2012.

For

Issuer

For

With

Advisory vote to approve the compensation of our named executive officers.

For

Issuer

For

With

PROS HOLDINGS, INC.

	Ticker Symbol:PRO	Cusip Number:74346Y103
	Record Date: 4/16/2012	Meeting Date: 6/7/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election to the following nominees: Ellen Keszler, William Russell

For

Issuer

For

With

To ratify the appointment of pricewaterhousecoopers LLP as the independent registered public accounting firm of Pros Holdings, Inc. for the fiscal year ending December 31, 2012.

For

Issuer

For

With

To approve, by non-binding advisory vote, the executive compensation as disclosed in the proxy statement.

For

Issuer

For

With

QUALITY SYSTEMS, INC.

	Ticker Symbol:QSII	Cusip Number:747582104
	Record Date: 6/13/2011	Meeting Date: 8/11/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: a vote for election of the following nominees; 1-01-Craig A. Barbarosh, 02-Murray F. Brennan, M.D., 03-George H. Bristol, 04-Patrick B. Cline, 05-Ahmed D. Hussein, 06-D. Russell Pflueger, 07-Steven T. Plochocki, 08-Sheldon Razin, 09-Maureen A. Spivack

For

Issuer

For

With

Approve second amended and restated 2005 stock option and incentive plan.

For

Issuer

For

With

Ratification of the appointment of PriceWaterHouseCoopers LLP as QSI's independent public accountants for the fiscal year ending March 31, 2012.

For

Issuer

For

With

Advisory vote on the compensation of our named executive officers.

For

Issuer

For

With

Advisory vote on the frequency of an advisory vote on the compensation of our named executive officers. (3 years).

For

Issuer

For

With

RAVEN INDUSTRIES, INC.

	Ticker Symbol:RAVN	Cusip Number:754212108
	Record Date: 4/4/2012	Meeting Date: 5/22/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: Anthony W. Bour, Thomas S. Everist, Mark E. Griffin, Kevin T. Kirby, Marc E. Lebaron, Cynthia H. Milligan, Daniel A. Rykhus

For

Issuer

For

With

To approve in a a non-binding advisory vote the compensation of our executive officers disclosed in the proxy statement.

For

Issuer

For

With

Proposal to approve amendments to the company's 2010 stock incentive plan as described in the proxy statement.

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

Proposal to adopt the amended and restated by laws of the company.

For

Issuer

For

With

RITCHIE BROS. AUCTIONEERS INCORPORATED

	Ticker Symbol:RBA	Cusip Number:767744105
	Record Date: 3/20/2012	Meeting Date: 4/30/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

To set the number of directors at 7.

For

Issuer

For

With

Directors Recommend: A vote for election of the following nominees: Robert Waugh Murdoch, Peter James Blake, Eric Patel, Beverley Anne Briscoe, Edward B. Pitoniak, Chrisopher Zimmerman, Robert George Elton

For

Issuer

For

With

Appointment of KPMG LLP as auditors of the company for the ensuing year and authorizing the directors to fix their remuneration.

For

Issuer

For

With

ROLLINS, INC.

	Ticker Symbol:ROL	Cusip Number:775711104
	Record Date: 3/2/2012	Meeting Date: 4/24/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: Gary W. Rollins, Larry L. Prince, Henry B. Tippe

For

Issuer

For

With

To ratify the appointment of Grant Thornton LLP as independent registered public accounting firm of the company for 2012.

For

Issuer

For

With

ROVI CORPORATION

	Ticker Symbol:ROVI	Cusip Number:779376102
	Record Date: 3/5/2012	Meeting Date: 5/1/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: Thomas Carson, Alan L. Earhart, Andrew K. Ludwick, James E. Meyer, James P. O'Shaughnessy, Ruthann Quindlen

For

Issuer

For

With

Ratification of the selection of independent registered public accounting firm for fiscal 2012.

For

Issuer

For

With

Advisory vote to approve named executive officer compensation.

Against

Issuer

For

With

SIGMA-ALDRICH CORPORATION

	Ticker Symbol:SIAL	Cusip Number:826552101
	Record Date: 3/2/2012	Meeting Date: 5/1/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1A. Election of Director: Rebecca M. Bergman 1B. Election of Director: George M. Church 1C. Election of Director: W. Lee McCollum 1D. Election of Director: Avi M. Nash 1E. Election of Director: Steven N. Paul 1F. Election of Director: J. Pedro Reinhard 1G. Election of Director: Rakesh Sachdev 1H. Election of Director: D. Dean Spatz 1I Election of Director: Barrett A. Toan

For

Issuer

For

With

Ratification of the appointment of KPMG LLP as the company's independent registered public accountant for 2012.

For

Issuer

For

With

Advisory vote to approve named executive officer compensation.

For

Issuer

For

With

SIMPSON MANUFACTURING CO., INC.

	Ticker Symbol:SSD	Cusip Number:829073105
	Record Date: 2/29/2012	Meeting Date: 4/25/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: Jennifer A. Chatman, Robin G. MacGillivray, Barclay Simpson

For

Issuer

For

With

Ratification of the selection of pricewaterhousecoopers LLP as independent registered public accounting firm.

For

Issuer

For

With

Advisory vote to approve named executive officer compensation.

For

Issuer

For

With

SIRONA DENTAL SYSTEMS, INC.

	Ticker Symbol:SIRO	Cusip Number:82966C103
	Record Date: 12/27/2011	Meeting Date: 2/23/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: David K. Beecken, Jost Fischer, Arthur D. Kowaloff

For

Issuer

For

With

Proposal to ratify the selection of KPMG AG, WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, Frankfurt, Germany as the company's independent auditor for the fiscal year ending September 30, 2012.

For

Issuer

For

With

Proposal to approve the compensation of the company's named executive officers.

For

Issuer

For

With

SM ENERGY COMPANY

	Ticker Symbol:SM	Cusip Number:78454L100
	Record Date: 3/26/2012	Meeting Date: 5/23/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: 1A - Election of Director: Barbara M. Baumann, 1B - Election of Director: Anthony J. Best 1C - Election of Director: Larry W. Bickle 1D - Election of Director: Stephen R. Brand 1E - Election of Director: William J. Gardiner 1F - Election of Director: Juilo M. Quintana 1G - Election of Director: John M. Seidl 1H - Election of Director: William D. Sullivan

For

Issuer

For

With

To proposal to ratify the appointment by the audit committee ------->>> of Deloitte & Touche LLP as our independent registered public accounting firm for 2012.

For

Issuer

For

With

To approve on a non-binding advisory basis, the compensation --------->>> of our company's named executive officers, as disclosed in the accompanying proxy statement.

For

Issuer

For

With

SOURCEFIRE, INC.

	Ticker Symbol:FIRE	Cusip Number:83616T108
	Record Date: 4/3/2012	Meeting Date: 5/31/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election to the following nominees: Michael Cristinziano, Charles E. Peters, Jr., Steven R. Polk

For

Issuer

For

With

Advisory approval of the company's executive compensation.

For

Issuer

For

With

Ratification of the selection of Ernst & Young LLP as independent auditors of the company's for it's fiscal year ending December 31, 2012.

For

Issuer

For

With

STAMPS.COM INC.

	Ticker Symbol:STMP	Cusip Number:852857200
	Record Date: 4/19/2012	Meeting Date: 6/13/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election to the following nominees: G. Bradford Jones, Llyod I. Miller

For

Issuer

For

With

To approve, on an advisory basis, on the company's executive compensation.

For

Issuer

For

With

To ratify the appointment of Ernst & Young LLP as independent auditors of the company for 2012.

For

Issuer

For

With

SUN HYDRAULICS CORPORATION

	Ticker Symbol:SNHY	Cusip Number:866942105
	Record Date: 4/9/2012	Meeting Date: 6/4/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election to the following nominees: Allen J. Carlson, Wolfgang H. Dangel, John S. Kahler

For

Issuer

For

With

Approval of the adoption of the Sun Hydraulics Corporation 2011 Equity incentive plan.

For

Issuer

For

With

Approval the adoption of the Sun Hydraulics Corporation 2012 nonemployee director fees plan.

For

Issuer

For

With

Ratification of appointment of Mayer Hoffman McCann P.C. as the independent registered certified public accounting firm of the corporation.

For

Issuer

For

With

Advisory vote on executive compensation.

For

Issuer

For

With

TECHNE CORPORATION

	Ticker Symbol:TECH	Cusip Number:878377100
	Record Date: 9/2/2011	Meeting Date: 10/27/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees 1 - 01-Thomas E. Oland, 02-Roger C. Lucas PHD, 03-Howard V. O'Connell, 04-Randolph C. Steer MD PHD, 07-Karen A. Holbrook, PHD, 08-John L. Higgins, 09-Roeland Nusse PHD

For

Issuer

For

With

To set the number of Directors at nine. --------------->>>

For

Issuer

For

With

To cast a non-binding vote on named executive officer ---------->>> compensation.

For

Issuer

For

With

To recommend, by non-binding vote, the frequency of named ---------->>> Executive officer compensation votes.

For

Issuer

For

With

TETRA TECH, INC.

	Ticker Symbol:TTEK	Cusip Number:88162G103
	Record Date: 1/3/2012	Meeting Date: 2/28/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

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

For

Issuer

For

With

To vote on a nonbinding resolution regarding executive compensation.

For

Issuer

For

With

To vote on the amendment of our 2005 equity incentive plan to increase the number of shares of common stock issuable under the plan by 1,000,000 shares and increase the limitation on full-value awards by 1,000,000 shares.

For

Issuer

For

With

To ratify the appointment of pricewaterhousecoopers LLP as the company's independent registered public accounting firm for fiscal year 2012.

For

Issuer

For

With

THE ADVISORY BOARD COMPANY

	Ticker Symbol:ABCO	Cusip Number:00762W107
	Record Date: 7/18/2011	Meeting Date: 9/13/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: a vote for election of the following nominees; 1-01-Sanju K. Bansal, 02-Peter J. Grua, 03-Kelt Kindick, 04-Robert W. Musslewhite, 05-Mark R. Neaman, 06-Leon D. Shapiro, 07-Frank J. Williams, 08-Seanne M. Zumwalt

For

Issuer

For

With

Ratification of the selection of Ernst & young LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2012.

For

Issuer

For

With

Approval of an amendment to the Advisory Board Company's 2009 stock incentive plan to increase thenumber of shares of common stock issuable under the plan.

Against

Issuer

Against

With

Approval, by an advisory vote, of the Advisory Board Company's named executive office compensation as described in the accompanying proxy statement.

For

Issuer

For

With

Advisory vote on whether the advisory board company should hold an advisory vote by stockholders to approve the comany's named executive officer compensation every 1,2, or 3 years.(1 Year)

For

Issuer

For

With

TRACTOR SUPPLY COMPANY

	Ticker Symbol:TSCO	Cusip Number:892356106
	Record Date: 3/9/2012	Meeting Date: 5/3/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: James F. Wright, Johnston C. Adams, Peter D. Bewley, Jack C. Bingleman, Richard W. Frost, Cynthia T. Jamison, George Mackenzie, Edna K. Morris

For

Issuer

For

With

To ratify the reappointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2012.

For

Issuer

For

With

Say on pay - an advisory vote to approve executive compensation.

For

Issuer

For

With

TRIMBLE NAVIGATION LIMITED

	Ticker Symbol:TRMB	Cusip Number:896239100
	Record Date: 3/2/2012	Meeting Date: 5/1/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: Steven W. Berglund, John B. Goodrich, William Hart, Merit E. Janow, Ulf J. Johansson, Ronald S. Nersesian, Bradford W. Parkinson, Mark S. Peek, Nicholas W. Vande Steeg

For

Issuer

For

With

To approve an amendment to the company's amended and restated 2002 stock plan to increase the number of shares authorized for issuance from 20,000,000 to 28,900,000.

For

Issuer

For

With

To approve an amendment to the company's amended and restated employee stock purchase plan to increase the number of shares authorized for issuance for 15,500,000 to 19,500,000.

For

Issuer

For

With

To approve the compensation for our named executive officers.

For

Issuer

For

With

To ratify the appointment of Ernst & Young LLP as the independent auditor of the company for the fiscal year ending December 28, 2012.

For

Issuer

For

With

TYLER TECHNOLOGIES, INC.

	Ticker Symbol:TYL	Cusip Number:902252105
	Record Date: 3/16/2012	Meeting Date: 5/10/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: Donald R. Brattain, J. Luther King, Jr., John S. Marr, Jr., G. Stuart Reeves, Michael D. Richards, Dustin R. Womble, John M. Yeaman

For

Issuer

For

With

Approval of the amended and restated employee stock purchase plan.

For

Issuer

For

With

Ratification of Ernst & Young LLP as independent auditors.

For

Issuer

For

With

VERISK ANALYTICS INC

	Ticker Symbol:VRSK	Cusip Number:92345Y106
	Record Date: 3/19/2012	Meeting Date: 5/16/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election of the following nominees: J. Hyatt Brown, Glen A. Dell, Samuel G. Liss

For

Issuer

For

With

To approve executive compensation on an advisory, non-binding basis.

For

Issuer

For

With

To approve the 2012 employee stock purchase plan.

For

Issuer

For

With

To ratify the appointment of Deloitte & Touche LLP as our independent auditor for the 2012 fiscal year.

For

Issuer

For

With

WESTWOOD HOLDINGS GROUP, INC.

	Ticker Symbol:WHG	Cusip Number:961765104
	Record Date: 3/2/2012	Meeting Date: 4/19/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: Susan M. Byrne; Brian O. Casey; Tom C. Davis; Richard M. Frank; Robert D. McTeer; Geoffrey R. Norman; Martin J. Weiland; Raymond E. Wooldridge.

For

Issuer

For

With

Ratification of the appointment of Gran Thornton LLP as Westwood's independent auditors for the year ending December 31, 2012.

For

Issuer

For

With

ZIPCAR, INC.

	Ticker Symbol:ZIP	Cusip Number:98974X103
	Record Date: 4/2/2012	Meeting Date: 5/31/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election to the following nominees: Edward P. Gilligan, Scott W. Griffin, Robert C. Kagle

For

Issuer

For

With

To ratify the appointment of pricewaterhousecoopers LLP as Zipcar, Inc.'s independent registered public account firm for 2012.

For

Issuer

For

With

Say on pay - to approve, on an advisory basis, the compensation of zipcar, Inc.'s named executive officers.

For

Issuer

For

With

Say when on pay - to vote, on an advisory basis, on the frequency of future executive compensation advisory votes.

For

Issuer

For

With

* Management Recommended Vote

Conestoga Mid Cap Fund

CARBO CERAMICS, INC.

	Ticker Symbol:CRR	Cusip Number:140781105
	Record Date: 3/26/2012	Meeting Date: 5/22/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election to the following nominees: Sigmund L. Cornelius, James B. Jennings, Gary A. Kolstad, H.E. Lentz, Jr., Randy L. Limbacher, William C. Morris, 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, 2012.

For

Issuer

For

With

Proposal to approve an amendment to the company's amended and restated certificate of incorporation.

Against

Issuer

For

With

Proposal to approve, by advisory vote, the compensation of the named executive officers.

For

Issuer

For

With

CF INDUSTRIES HOLDINGS, INC.

	Ticker Symbol:CF	Cusip Number:125269100
	Record Date: 3/26/2012	Meeting Date: 5/10/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election to the following nominees: Stephen A Furbacher, John D. Johnson

For

Issuer

For

With

Advisory vote on executive compensation.

For

Issuer

For

With

Ratification of the selection of KPMG LLP as CF Industries Holdings, Inc.'s independent registered public accounting firm for 2012. The board of directors recommends you vote "against" proposals 4 and 5.

For

Issuer

For

With

Stockholder proposal regarding declassification of the board of directors, if properly presented at the meeing.

For

Issuer

For

With

Stockholder proposal regarding majority voting standard for director elections, if properly presented at the meeting.

For

Issuer

For

With

EQUINIX, INC.

	Ticker Symbol:EQIX	Cusip Number:29444U502
	Record Date: 4/20/2012	Meeting Date: 6/5/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors Recommend: A vote for election to the following nominees: Steven T. Clontz, Gary F. Hromadko, Scott G. Kriens, William K. Luby, Irving F. Lyons, III, Christopher B. Paisley, Stephen M. Smith, Peter F. Van Camp

For

Issuer

For

With

To ratify the appointment of pricewaterhousecoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2012.

For

Issuer

For

With

To approve by a non-binding advisory vote the compensation of the company's named executive officers.

For

Issuer

For

With

To approve long-term incentive performance terms for certain executives pursuant to section 162(M) of the internal revenue code.

For

Issuer

For

With

To approve an amendment to the company's amended and restated bylaws to permit holders of record of at least twenty five percent(25%)of the voting power of the company's outstanding capital stock to call a special meeting of stockholders.

For

Issuer

For

With

NIC INC.

	Ticker Symbol:EGOV	Cusip Number:62914B100
	Record Date: 3/5/2012	Meeting Date: 5/1/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

For

Issuer

For

With

To approve the compensation of the company's named executive officers as disclosed in these materials.

For

Issuer

For

With

To approve the NIC Inc. executive incentive plan.

For

Issuer

For

With

To ratify the appointment of pricewaterhousecoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2012

For

Issuer

For

With

SM ENERGY COMPANY

	Ticker Symbol:SM	Cusip Number:78454L100
	Record Date: 3/25/2012	Meeting Date: 5/23/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1A Election of Director: Barbara M. Baumann, 1B Election of Director: Anthony J. Best 1C Election of Director: Larry W. Bickle 1D Election of Director: Stephen R. Brand 1E Election of Director: William J. Gardiner 1F Election of Director: Julio M. Quintana 1G Election of Director: John M. Seidl 1H Election of Director: William D. Sullivan

For

Issuer

For

With

The proposal to ratify the appointment by the audit committee of Deloitte & Touche LLP as our independent registered public accounting firm for 2012.

For

Issuer

For

With

To approve, on a non-binding advisory basis, the compensation of our company's named executive officers, as disclosed in the accompanying proxy statement.

For

Issuer

For

With

* Management Recommended Vote

Institutional Advisors LargeCap Fund

ALTERA CORPORATION

	Ticker Symbol:ALTR	Cusip Number:021441100
	Record Date: 3/12/2012	Meeting Date: 5/8/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) John P. Daane, 1b) T. Michael Nevens, 1c) Elisha W. Finney, 1d) Kevin McGarity, 1e) Krish A. Prabhu, 1f) John Shoemaker, 1g) Thomas H. Waechter, 1h) Susan Wang

For

Issuer

For

With

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

Issuer

For

With

To approve a second amendment to the 2005 Equity Incentive Plan regarding non-employee director equity awards.

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 approve amendments to our Amended and Restated Certificate of Incorporation and Bylaws to allow action by written consent of stockholders.

For

Issuer

For

With

To approve, on an advisory basis, named executive officer compensation.

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, 2012.

For

Issuer

For

With

AMGEN, INC.

	Ticker Symbol:AMGN	Cusip Number:031162100
	Record Date: 3/26/2012	Meeting Date: 5/23/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Dr. David Baltimore, 1b) Mr. Frank J. Biondi, Jr., 1c) Mr. Robert A. Bradway, 1d) Mr. Francois de Carbonnel, 1e) Dr. Vance D. Coffman, 1f) Dr. Rebecca M. Henderson, 1g) Mr. Frank C. Herringer, 1h) Dr. Tyler Jacks, 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, 1n) Dr. Ronald D. Sugar

For

Issuer

For

With

To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2012.

For

Issuer

For

With

Advisory vote to approve our executive compensation.

For

Issuer

For

With

To approve an amendment to our Restated Certificate of Incorporation to authorize stockholder action by written consent.

For

Issuer

For

With

05A

Stockholder Proposal #1 (Independent Chairman of the Board)

Against

Stockholder

Against

With

05B

Stockholder Proposal #2 (Transparency in Animal Use)

Against

Stockholder

Against

With

05C

Stockholder Proposal #3 (Request for Disclosure of Lobbying Policies and Practices)

Against

Stockholder

Against

With

05D

Stockholder Proposal #4 (CEO to Serve on a Maximum of One Other Board)

Against

Stockholder

Against

With

APPLE, INC.

	Ticker Symbol:AAPL	Cusip Number:037833100
	Record Date: 12/27/2011	Meeting Date: 2/23/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1) William V. Campbell, 2) Timothy D. Cook, 3) Millard S. Drexler, 4) Al Gore, 5) Robert A. Iger, 6) Andrea Jung, 7) Arthur D. Levinson, 8) Ronald D. Sugar

For

Issuer

For

With

Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2012.

For

Issuer

For

With

Advisory vote on executive compensation.

For

Issuer

For

With

A shareholder proposal entitled "Conflict of Interest Report"

Against

Stockholder

Against

With

A shareholder proposal entitled "Shareholder Say on Director Pay"

Against

Stockholder

Against

With

A shareholder proposal entitled "Report on Political Contributions and Expenditures"

Against

Stockholder

Against

With

A shareholder proposal entitled "Adopt a Majority Voting Standard for Director Elections"

Against

Stockholder

Against

With

AT&T, INC.

	Ticker Symbol:T	Cusip Number:00206R102
	Record Date: 2/28/2012	Meeting Date: 4/27/2012

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) John B. McCoy, 1i) Joyce M. Roche, 1j) Matthew K. Rose, 1k) Laura D'Andrea Tyson

For

Issuer

For

With

Ratification of appointment of independent auditors.

For

Issuer

For

With

Advisory approval of executive compensation.

For

Issuer

For

With

Amend certificate of incorporation.

For

Issuer

For

With

Political contributions report.

Against

Stockholder

Against

With

Limit wireless network management.

Against

Stockholder

Against

With

Independent Board Chairman.

Against

Stockholder

Against

With

BALL CORPORATION

	Ticker Symbol:BLL	Cusip Number:058498106
	Record Date: 3/1/2012	Meeting Date: 4/25/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 01) Robert W. Alspaugh, 02) R. David Hoover, 03) Jan Nicholson

For

Issuer

For

With

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Corporation for 2012.

For

Issuer

For

With

Advisory vote to approve named executive officer compensation.

For

Issuer

For

With

BAXTER INTERNATIONL INC.

	Ticker Symbol:BAX	Cusip Number:071813109
	Record Date: 3/12/2012	Meeting Date: 5/8/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) James R. Gavin III, M.D., Ph.D., 1b) Peter S. Hellman, 1c) K. J. Storm

For

Issuer

For

With

Ratification of independent registered public accounting firm

For

Issuer

For

With

Approval of named executive officer compensation

For

Issuer

For

With

Shareholder proposal to repeal classified board

For

Stockholder

For

With

Shareholder proposal to adopt simple majority vote

For

Stockholder

For

With

C. H. ROBINSON WORLDWIDE, INC.

	Ticker Symbol:CHRW	Cusip Number:12541W209
	Record Date: 3/13/2012	Meeting Date: 5/10/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) David W. MacLennan, 1b) James B. Stake, 1c) John P. Wiehoff

For

Issuer

For

With

To approve, by non-binding vote, named executive officer compensation.

For

Issuer

For

With

To amend and restate the Company's Certificate of Incorporation to eliminate the classification of the Board of Directors.

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, 2012.

For

Issuer

For

With

CHEVRON CORPORATION

	Ticker Symbol:CVX	Cusip Number:166764100
	Record Date: 4/4/2012	Meeting Date: 5/30/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) L.F. Deily, 1b) R.E. Denham, 1c) C. Hagel, 1d) E. Hernandez, 1e) G.L. Kirkland, 1f) C.W. Moorman, 1g) K.W. Sharer, 1h) J.G. Stumpf, 1i) R.D. Sugar, 1j) C. Ware, 1k) J.S. Watson

For

Issuer

For

With

Ratification of Appointment of Independent Registered Public Acocunting Firm

For

Issuer

For

With

Advisory Vote to Approve Named Executive Officer Compensation

For

Issuer

For

With

Exclusive Forum Provisions

Against

Stockholder

Against

With

Independent Chairman

Against

Stockholder

Against

With

Lobbying Disclosure

Against

Stockholder

Against

With

Country Selection Guidelines

Against

Stockholder

Against

With

Hydraulic Fracturing

Against

Stockholder

Against

With

Accident Risk Oversight

Against

Stockholder

Against

With

Special Meetings

Against

Stockholder

Against

With

Independent Director with Environmental Expertise

Against

Stockholder

Against

With

COLGATE-PALMOLIVE COMPANY

	Ticker Symbol:CL	Cusip Number:194162103
	Record Date: 3/12/2012	Meeting Date: 5/11/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Nikesh Arora, 1b) John T. Cahill, 1c) Ian Cook, 1d) Helene D. Gayle, 1e) Ellen M. Hancock, 1f) Joseph Jimenez, 1g) Richard J. Kogan, 1h) Delano E. Lewis, 1i) J. Pedro Reinhard, 1j) Stephen I. Sadove

For

Issuer

For

With

Ratify selection of PricewaterhouseCoopers LLP as Colgate's independent registered public accounting firm.

For

Issuer

For

With

Advisory Vote on Executive Compensation.

For

Issuer

For

With

Stockholder Proposal on Independent Board Chair.

Against

Stockholder

Against

With

DANAHER CORPORATION

	Ticker Symbol:DHR	Cusip Number:235851102
	Record Date: 3/9/2012	Meeting Date: 5/8/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1) Mortimer M. Caplin, 2) Donald J. Ehrlich, 3) Linda P. Hefner, 4) Teri List-Stoll, 5) Walter G. Lohr, Jr.

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, 2012.

For

Issuer

For

With

To approve an amendment to Danaher's restated Certificate of Incorporation to increase the number of authorized shares of common stock of Danaher from 1 Billion (1,000,000,000) shares to 2 Billion (2,000,000,000) shares, $.01 par value per share.

For

Issuer

For

With

To re-approve the material terms of the performance goals under the Danaher 2007 Executive Incentive Compensation Plan.

For

Issuer

For

With

Advisory vote to approve named Executive Officer Compensation.

For

Issuer

For

With

DARDEN RESTAURANTS, INC.

	Ticker Symbol:DRI	Cusip Number:237194105
	Record Date: 7/29/2011	Meeting Date: 9/22/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 01) Leonard L. Berry, 02) Odie C. Donald, 03) Christopher J. Fraleigh, 04) Victoria D. Harker, 05) David H. Hughes, 06) Charles A. Ledsinger, Jr., 07) William M. Lewis, Jr. 08) Senator Connie Mack, III, 09) Andrew H. Madsen, 10) Clarence Otis, Jr., 11) Michael D. Rose, 12) Maria A. Sastre

For

Issuer

For

With

To approve the amended Darden Restaurants, Inc. Employee Stock Purchase Plan.

For

Issuer

For

With

To approve an advisory resolution on executive compensation.

For

Issuer

For

With

The Board of Directors recommends you vote 1 year on the following proposal: To provide an advisory vote on the frequency of future advisory votes on executive compensation.

For

Issuer

For

With

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 27, 2012.

For

Issuer

For

With

DIAMOND OFFSHORE DRILLING, INC.

	Ticker Symbol:DO	Cusip Number:25271C102
	Record Date: 3/26/2012	Meeting Date: 5/22/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) James S. Tisch, 1b) Lawrence R. Dickerson, 1c) John R. Bolton, 1d) Charles L. Fabrikant, 1e) Paul G. Gaffney II, 1f) Edward Grebow, 1g) Herbert C. Hofmann, 1h) Clifford M. Sobel, 1i) Andrew H. Tisch, 1j) Raymond S. Troubh

For

Issuer

For

With

Ratify the appointment of Deloitte & Touche LLP as the independent auditors of the Company for fiscal year 2012.

For

Issuer

For

With

To approve, on an advisory basis, executive compensation.

For

Issuer

For

With

To approve the Company's amended and restated Incentive Compensation Plan for Executive Officers.

For

Issuer

For

With

DISCOVER FINANCIAL SERVICES

	Ticker Symbol:DFS	Cusip Number:254709108
	Record Date: 2/21/2012	Meeting Date: 4/18/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Jeffrey S. Aronin, 1b) Mary K. Bush, 1c) Gregory C. Case, 1d) Robert M. Devlin, 1e) Cynthia A. Glassman, 1f) Richard H. Lenny, 1g) Thomas G. Maheras, 1h) Michael H. Moskow, 1i) David W. Nelms, 1j) E. Follin Smith, 1k) Lawrence A. Weinbach

For

Issuer

For

With

Advisory vote to approve named executive officer compensation.

For

Issuer

For

With

Ratification of appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm.

For

Issuer

For

With

EXXON MOBIL CORPORATION

	Ticker Symbol:XOM	Cusip Number:30231G102
	Record Date: 4/4/2012	Meeting Date: 5/30/2012

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) H.H. Fore, 6) K.C. Frazier, 7) W.W. George, 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 61)

For

Issuer

For

With

Advisory Vote to Approve Executive Compensation (page 62)

For

Issuer

For

With

Independent Chairman (page 64)

Against

Stockholder

Against

With

Majority Vote for Directors (page 65)

Against

Stockholder

Against

With

Report on Political Contributions (page 66)

Against

Stockholder

Against

With

Amendment of EEO Policy (page 67)

Against

Stockholder

Against

With

Report on Natural Gas Production (page 69)

Against

Stockholder

Against

With

Greenhouse Gas Emissions Goals (page 71)

Against

Stockholder

Against

With

GENERAL MILLS, INC.

	Ticker Symbol:GIS	Cusip Number:370334104
	Record Date: 7/28/2011	Meeting Date: 9/26/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Bradbury H. Anderson, 1b) R. Kerry Clark, 1c) Paul Danos, 1d) William T. Esrey, 1e) Raymond V. Gilmartin, 1f) Judith Richards Hope, 1g) Heidi G. Miller, 1h) Hilda Ochoa-Brillembourg, 1i) Steve Odland, 1j) Kendall J. Powell, 1k) Michael D. Rose, 1l) Robert L. Ryan, 1m) Dorothy A. Terrell

For

Issuer

For

With

Approve the 2011 Stock Compensation Plan.

For

Issuer

For

With

Approve the 2011 Compensation Plan for Non-employee Directors

For

Issuer

For

With

Cast an advisory vote on executive compensation.

For

Issuer

For

With

The Board of Directors recommends you vote 1 year on the following proposal: Cast an advisory vote on the frequency of the advisory vote on executive compensation.

For

Issuer

For

With

Ratify the appointment of KPMG LLP as General Mills' independent registered public accounting firm.

For

Issuer

For

With

HEWLETT-PACKARD COMPANY

	Ticker Symbol:HPQ	Cusip Number:428236103
	Record Date: 1/23/2012	Meeting Date: 3/21/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) M.L. Andreessen, 1b) S. Banerji, 1c) R.L. Gupta, 1d) J.H. Hammergren, 1e) R.J. Lane, 1f) A.M. Livermore, 1g) G.M. Reiner, 1h) P.F. Russo, 1i) G.K. Thompson, 1j) M.C. Whitman, 1k) R.V. Whitworth

For

Issuer

For

With

Ratification of the appointment of the independent registered public accounting firm for the fiscal year ending October 31, 2012.

For

Issuer

For

With

Advisory vote on executive compensation.

For

Issuer

For

With

Stockholder proposal entitled "Executives to Retain Significant Stock".

Against

Stockholder

Against

With

INTEL CORPORATION

	Ticker Symbol:INTC	Cusip Number:458140100
	Record Date: 3/19/2012	Meeting Date: 5/17/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Charlene Barshefsky, 1b) Andy D. Bryant, 1c) Susan L. Decker, 1d) John J. Donahoe, 1e) Reed E. Hundt, 1f) Paul S. Otellini, 1g) James D. Plummer, 1h) Davis S. Pottruck, 1i) Frank D. Yeary, 1j) David B. Yoffie

For

Issuer

For

With

Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for the current year

For

Issuer

For

With

Advisory vote to approve executive compensation

For

Issuer

For

With

Stockholder proposal: Whether to hold an advisory vote on political contributions

Against

Stockholder

Against

With

INTERNATIONAL BUSINESS MACHINES CORPORATION

	Ticker Symbol:IBM	Cusip Number:459200101
	Record Date: 2/24/2012	Meeting Date: 4/24/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors for a Term of One Year: 1a) A.J.P. Belda, 1b) W.R. Brody, 1c) K.I. Chenault, 1d) M.L. Eskew, 1e) D.N. Farr, 1f) S.A. Jackson, 1g) A.N. Liveris, 1h) W.J. McNerney, Jr., 1i) J.W. Owens, 1j) S.J. Palmisano, 1k) V.M. Rometty, 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

Advisory Vote on Executive Compensation

For

Issuer

For

With

Stockholder Proposal on Cumulative Voting

Against

Stockholder

Against

With

Stockholder Proposal to Review Political Contributions - Trade Associations Policy

Against

Stockholder

Against

With

Shareholder Proposal for Disclosure of Lobbying Policies and Practices

Against

Stockholder

Against

With

JOHNSON & JOHNSON

	Ticker Symbol:JNJ	Cusip Number:478160104
	Record Date: 2/28/2012	Meeting Date: 4/26/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

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

For

Issuer

For

With

Advisory Vote to Approve Named Executive Officer Compensation

For

Issuer

For

With

Approval of the Company's 2012 Long-Term Incentive Plan

Against

Issuer

For

Against

Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2012

For

Issuer

For

With

Shareholder Proposal on Independent Board Chairman

Against

Stockholder

Against

With

Shareholder Proposal on Binding Vote on Political Contributions

Against

Stockholder

Against

With

Shareholder Proposal on Adopting Non-Animal Methods for Training

Against

Stockholder

Against

With

LABORATORY CORP. OF AMERICA HOLDINGS

	Ticker Symbol:LH	Cusip Number:50540R409
	Record Date: 3/5/2012	Meeting Date: 5/1/2012

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) N. Anthony Coles, Jr., MD, MPH, 1e) Wendy E. Lane, 1f) Thomas P. Mac Mahon, 1g) Robert E. Mittelstaedt, Jr. 1h) Arthur H. Rubenstein, MBBCh, 1i) M. Keith Weikel, PhD, 1j) R. Sanders Williams, MD

For

Issuer

For

With

To approve, by non-binding vote, executive compensation.

For

Issuer

For

With

To approve the Laboratory Corporation of America Holdings 2012 Omnibus Incentive Plan.

For

Issuer

For

With

To approve an amendment to the Laboratory Corporation of America Holdings 1997 Employee Stock Purchase Plan.

For

Issuer

For

With

Ratification of the appointment of PricewaterhouseCoopers LLP as Laboratory Corporation of America Holdings' independent registered public accounting firm for 2012.

For

Issuer

For

With

MCKESSON CORPORATION

	Ticker Symbol:MCK	Cusip Number:58155Q103
	Record Date: 5/31/2011	Meeting Date: 7/27/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors for a one-year term. 1a) Andy D. Bryant, 1b) Wayne A. Budd, 1c) John H. Hammergren, 1d) Alton F. Irby III, 1e) M. Christine Jacobs, 1f) Marie L. Knowles, 1g) David M. Lawrence, MD, 1h) Edward A. Mueller, 1i) Jane E. Shaw, PhD

For

Issuer

For

With

Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2012.

For

Issuer

For

With

Advisory Vote on Executive Compensation

For

Issuer

For

With

The Board of Directors recommends you vote 1 year on the following proposal: Advisory vote on the frequency of the advisory vote on executive compnensation.

For

Issuer

For

With

Approval of an amendment to our Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") to reduce the vote required to amend our Certificate of Incorporation in any manner that will adversely affect holders of Series A Junior Participating Preferred Stock.

For

Issuer

For

With

Approval of an amendment to the Certificate of Incorporation to reduce the vote required to adopt, alter or repeal any by-law.

For

Issuer

For

With

Approval of an amendment to the Certificate of Incorporation to eliminate the supermajority voting requirements, and associated "fair price" provision, applicable to certain business combinations.

For

Issuer

For

With

Approval of an amendment to the Certificate of Incorporation to remove a transitional provision related to the classified board structure eliminated in 2007.

For

Issuer

For

With

Approval of an amendment to the Certificate of Incorporation to conform the "interested transactions" provisions and the stockholder action provision to applicable law.

For

Issuer

For

With

Stockholder proposal on significant executive stock retention for two years beyond retirement.

Against

Stockholder

Against

With

MICROSOFT CORPORATION

	Ticker Symbol:MSFT	Cusip Number:594918104
	Record Date: 9/2/2011	Meeting Date: 11/15/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1) Steven A. Ballmer, 2) Dina Dublon, 3) William H. Gates III, 4) Raymond V. Gilmartin, 5) Reed Hastings, 6) Maria M. Klawe, 7) David F. Marquardt, 8) Charles H. Noski, 9) Helmut Panke

For

Issuer

For

With

Advisory Vote on Named Executive Officer Compensation.

For

Issuer

For

With

The Board of Directors recommends you vote 1 Year on the following proposal: Advisory Vote on Frequency of Advisory Vote on Named Executive Officer Compensation.

For

Issuer

For

With

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

For

Issuer

For

With

Establishment of a Board Committee on Environmental Sustainability.

Against

Stockholder

Against

With

ORACLE CORPORATION

	Ticker Symbol:ORCL	Cusip Number:68389X105
	Record Date: 8/15/2011	Meeting Date: 10/12/2011

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 01) Jeffrey S. Berg, 02) H. Raymond Bingham, 03) Michael J. Boskin, 04) Safra A. Catz, 05) Bruce R. Chizen, 06) George H. Conrades, 07) Lawrence J. Ellison, 08) Hector Garcia-Molina, 09) Jeffrey O. Henley, 10) Mark V. Hurd, 11) Donald L. Lucas, 12) Naomi O. Seligman

For

Issuer

For

With

Advisory vote on executive compensation.

For

Issuer

For

With

The Board of Directors does not have a recommendation for voting on the following proposal: Advisory vote on the frequency of future votes relating to executive compensation. Voted 1 year.

For

Issuer

N/A

Ratify the selection of Ernst & Young as the independent registered public accounting firm for fiscal 2012.

For

Issuer

For

With

Act on a stockholder proposal regarding equity retention.

Against

Stockholder

Against

With

PEPSICO, INC.

	Ticker Symbol:PEP	Cusip Number:713448108
	Record Date: 3/2/2012	Meeting Date: 5/2/2012

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) I.K. Nooyi, 1h) S.P. Rockefeller, 1i) J.J. Schiro, 1j) L.G. Trotter, 1k) D. Vasella, 1l) A. Weisser

For

Issuer

For

With

Ratify the appointment KPMG LLP as our independent registered public accountants for fiscal year 2012.

For

Issuer

For

With

Approval, by non-binding vote, of executive compensation.

For

Issuer

For

With

Re-approval of the performance measures under our 2007 Long-Term Incentive Plan.

For

Issuer

For

With

Shareholder Proposal - Lobbying Practices Report.

Against

Stockholder

Against

With

Shareholder Proposal - Formation of Risk Oversign Committee.

Against

Stockholder

Against

With

Shareholder Proposal - Chairman of the Board shall be an Independent Director.

Against

Stockholder

Against

With

PFIZER, INC.

	Ticker Symbol:PFE	Cusip Number:717081103
	Record Date: 2/28/2012	Meeting Date: 4/26/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Dennis A. Ausiello, 1b) M. Anthony Burns, 1c) W. Don Cornwell, 1d) Frances D. Fergusson, 1e) William H. Gray, III, 1f) Helen H. Hobbs, 1g) Constance J. Horner, 1h) James M. Kilts, 1i) George A. Lorch, 1j) John P. Mascotte, 1k) Suzanne Nora Johnson, 1l) Ian C. Read, 1m) Stephen W. Sanger, 1n) Marc Tessier-Lavigne

For

Issuer

For

With

Ratify the selection of KPMG LLP as independent registered public accounting firm for 2012.

For

Issuer

For

With

Advisory approval of executive compensation.

For

Issuer

For

With

Shareholder proposal regarding publication of political contributions.

Against

Stockholder

Against

With

Shareholder proposal regarding action by written consent.

For

Stockholder

Against

Shareholder proposal regarding special shareholder meetings.

Against

Stockholder

Against

With

Shareholder proposal regarding advisory vote on director pay.

Against

Stockholder

Against

With

QUALCOMM INCORPORATED

	Ticker Symbol:QCOM	Cusip Number:747525103
	Record Date: 1/9/2012	Meeting Date: 3/6/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 01) Barbara T. Alexander, 02) Stephen M. Bennett, 03) Donald G. Cruickshank, 04) Raymond V. Dittamore, 05) Thomas W. Horton, 06) Paul E. Jacobs, 07) Robert E. Kahn, 08) Sherry Lansing, 09) Duane A. Nelles, 10) Francisco Ros, 11) Brent Scowcroft, 12) Marc I. Stern

For

Issuer

For

With

To ratify the selection of Pricewaterhousecoopers LLP as our independent public accountants for our fiscal year ending September 30, 2012.

For

Issuer

For

With

To hold an advisory vote on executive compensation

For

Issuer

For

With

To approve an amendment to the company's restated certificate of incorporation to eliminate the plurality voting provision.

For

Issuer

For

With

THE MCGRAW-HILL COMPANIES, INC.

	Ticker Symbol:MHP	Cusip Number:580645109
	Record Date: 3/12/2012	Meeting Date: 4/25/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Pedro Aspe, 1b) Sir Winfried Bischoff, 1c) William D. Green, 1d) Linda Koch Lorimer, 1e) Harold McGraw III, 1f) Robert P. McGraw, 1g) Hilda Ochoa-Brillembourg, 1h) Sir Michael Rake, 1i) Edward B. Rust, Jr., 1j) Kurt L. Schmoke, 1k) Sidney Taurel, 1l) Richard E. Thornburgh

For

Issuer

For

With

Vote to approve, on an advisory basis, the executive compensation program for the Company's named executive officers

For

Issuer

For

With

Vote to ratify the appointment of Ernst & Young LLP as our independent Registered Public Accounting Firm for 2012

For

Issuer

For

With

Shareholder proposal requesting shareholder action by written consent

For

Stockholder

Against

THE PROGRESSIVE CORPORATION

	Ticker Symbol:PGR	Cusip Number:743315103
	Record Date: 2/29/2012	Meeting Date: 4/20/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors for the terms indicated: 1a) Roger N. Farah (3-year term), 1b) Stephen R. Hardis (3-year term), 1c) Heidi G. Miller Ph.D. (2-year term), 1d) Bradley T. Sheares, Ph.D. (3-year term)

For

Issuer

For

With

Approve an amendment to our Code of Regulations eliminating the supermajority voting requirement for shareholders to amend specified sections of our Code of Regulations.

For

Issuer

For

With

Approve an amendment to our Code of Regulations to declassify the Board of Directors and provide for the annual election of directors.

For

Issuer

For

With

Approve an amendment to our Code of Regulations to fix the number of directors at 11.

For

Issuer

For

With

Approve an amendment to our Code of Regulations to revise the procedures for fixing the number of director positions within the limits set forth in our Code of Regulations.

For

Issuer

For

With

Approve an amendment to our Code of Regulations allowing our Board of Directors to amend the Code of Regulations as and to the extent permitted by Ohio law.

For

Issuer

For

With

Approve an amendment to our Code of Regulations to provide that the Annual Meeting of Shareholders will be held at such time and on a date, no later than June 30, as may be fixed by the Board of Directors.

For

Issuer

For

With

Cast an advisory vote to approve our executive compensation program.

For

Issuer

For

With

Re-approve performance criteria set forth in our 2007 Exeucutive Bonus Plan.

For

Issuer

For

With

Approve an amendment to our 2010 Equity Incentive Plan to add investment performance as a new performance goal under the plan.

For

Issuer

For

With

Approve an amendment to our 2003 Directors Equity Incentive Plan to extend the term of the plan, to eliminate the buyout provisions relating to stock option awards, and to modify the definition of "change in control".

For

Issuer

For

With

Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2012.

For

Issuer

For

With

THE TJX COMPANIES, INC.

	Ticker Symbol:TJX	Cusip Number:872540109
	Record Date: 4/16/2012	Meeting Date: 6/13/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Zein Abdalla, 1b) Jose B. Alvarez, 1c) Alan M. Bennett, 1d) Bernard Cammarata, 1e) David T. Ching, 1f) Michael F. Hines, 1g) Amy B. Lane, 1h) Carol Meyrowitz, 1i) John F. O'Brien, 1j) Willow B. Shire

For

Issuer

For

With

Ratification of appointment of Independent Registered Public Accounting Firm

For

Issuer

For

With

Approval of material terms of executive officer performance goals under cash incentive plans

For

Issuer

For

With

Advisory approval of TJX's executive compensation

For

Issuer

For

With

UNITED TECHNOLOGIES CORPORATION

	Ticker Symbol:UTX	Cusip Number:913017109
	Record Date: 2/15/2012	Meeting Date: 4/11/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) Louis R. Chenevert, 1b) John V. Faraci, 1c) Jean-Pierre Garnier, 1d) Jamie S. Gorelick, 1e) Edward A. Kangas, 1f) Ellen J. Kullman, 1g) Richard D. McCormick, 1h) Harold McGraw III, 1i) Richard B. Myers, 1j) H. Patrick Swygert, 1k) Andre Villeneuve, 1l) Christine Todd Whitman

For

Issuer

For

With

Appointment of the firm of Pricewaterhousecoopers LLP as Independent Auditor.

For

Issuer

For

With

Advisory vote to approve named executive officer compensation.

For

Issuer

For

With

VF CORPORATION

	Ticker Symbol:VFC	Cusip Number:918204108
	Record Date: 3/6/2012	Meeting Date: 4/24/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 01) Robert J. Hurst, 02) Laura W. Lang, 03) W. Alan McCollough, 04) Raymond G. Viault

For

Issuer

For

With

Advisory vote to approve named Executive Officer Compensation.

For

Issuer

For

With

Ratification of the selection of Pricewaterhousecoopers LLP as VF's independent registered public accounting firm for the 2012 fiscal year.

For

Issuer

For

With

Shareholder proposal to repeal classified board.

For

Stockholder

Against

WALGREEN CO.

	Ticker Symbol:WAG	Cusip Number:931422109
	Record Date: 11/14/2011	Meeting Date: 1/11/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 1a) David J. Brailer, 1b) Steven A. Davis, 1c) William C. Foote, 1d) Mark P. Frissora, 1e) Ginger L. Graham, 1f) Alan G. McNally, 1g) Nancy M. Schlichting, 1h) David Y. Schwartz, 1i) Alejandro Silva, 1j) James A. Skinner, 1k) Gregory D. Wasson

For

Issuer

For

With

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

For

Issuer

For

With

Approval of the Walgreen Co. 2011 Cash-Based Incentive Plan.

For

Issuer

For

With

Advisory vote on the approval of named executive officer compensation

For

Issuer

For

With

The Board of Directors recommends you vote 1 year on the following proposal: Advisory vote on the frequency of future advisory votes on named executive officer compensation.

For

Issuer

For

With

Shareholder proposal regarding an executive equity retention policy.

Against

Stockholder

Against

With

WISCONSIN ENERGY CORPORATION

	Ticker Symbol:WEC	Cusip Number:976657106
	Record Date: 2/23/2012	Meeting Date: 5/3/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: 01) John F. Bergstrom, 02) Barbara L. Bowles, 03) Patricia W. Chadwick, 04) Robert A. Cornog, 05) Curt S. Culver, 06) Thomas J. Fischer, 07) Gale E. Klappa, 08) Ulice Payne, Jr., 09) Mary Ellen Stanek

For

Issuer

For

With

Approval of amendments to Wisconsin Energy Corporations's restated Articles of Incorporation to implement a majority voting standard for the election of Directors in non-contested elections.

For

Issuer

For

With

Approval of amendments to Wisconsin Energy Corporation's, bylaws to implement a majority voting standard for the election of Directors in non-contested elections.

For

Issuer

For

With

Ratification of Deloitte & Touche LLP as Independent Auditors for 2012.

For

Issuer

For

With

Advisory vote to approve compensation of the named executive officers.

For

Issuer

For

With

* Management Recommended Vote

SIGNATURES

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

Conestoga Funds

By /s/William C. Martindale Jr.

* William C. Martindale Jr.

Chief Executive Officer

By /s/Robert M. Mitchell

* Robert M. Mitchell

Treasurer and Chief Financial Officer

Date: July 23, 2012

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