N-PX 1 conestinstnpx201308.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, 2013


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

AAON, INC.

Ticker Symbol:AAON Cusip Number:000360206
Record Date: 3/22/2013 Meeting Date: 5/21/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1.1 - Election of Director: Paoli K. Lackey, Jr. ------------------->>> 1.2 - Election of Director: A.H. MCelroy II --------------------->>> For Issuer For With

ABAXIS, INC.

Ticker Symbol:ABAX Cusip Number:00567105
Record Date: 8/31/2012 Meeting Date: 10/24/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Clinton H. Severson; Vernon E. Altman; R.J. Bastiani, PH.D.; Michael D. Casey; Hen J. Evenhuis; Prithipal Singh, PH.D. For Issuer For With
2 To approve an amendment to 2005 equity incentive plan to, among other things, increase aggregate number of shares of common stock authorized for issuance theeunder by 900,000 and increase maximumnumber of shares that may be issued pursuant to incentive stock options and to reapprove the internal revenue code section 162 (M) performance criteria and award limits. For Issuer For With
3 To approve, on an advisory basis, the compensation of the company's named executive officers, as disclosed in the proxy statement. For Issuer For With
4 To ratify the selection of Burr Pilger Mayer, Inc. as the independent registered public accounting firm of Abaxis, Inc. for the fiscal year ending March 31, 2013. For Issuer For With

ACACIA RESEARCH CORPORATION

Ticker Symbol:ACTG Cusip Number:003881307
Record Date: 3/20/2013 Meeting Date: 5/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Robert L. Harris,II For Issuer For With
2 To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013 For Issuer For With
3 To approve, by non-binding, advisory vote, the compensation of our named executive officers. For Issuer For With
4 To approve the adoption of the 2013 Acacia Research Corporation stock incentive plan, which authorizes the issuance of a variety of equity awards, including stock options, stock appreciation rights, restricted stock units and direct stock rewards. Against Issuer Against Against

ACACIA RESEARCH CORPORATION

Ticker Symbol:ACTG Cusip Number:003881307
Record Date: 3/20/2013 Meeting Date: 5/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Robert L. Harris,II For Issuer For With
2 To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013 For Issuer For With
3 To approve, by non-binding, advisory vote, the compensation of our named executive officers. For Issuer For With
4 To approve the adoption of the 2013 Acacia Research Corporation stock incentive plan, which authorizes the issuance of a variety of equity awards, including stock options, stock appreciation rights, restricted stock units and direct stock rewards. Against Issuer Against Against

ACCELRYS, INC.

Ticker Symbol:ACCL Cusip Number:00430U103
Record Date: 4/10/2013 Meeting Date: 5/30/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of Director: Chris Van Ingem For Issuer For With
2 To ratify the selection of Ernst & Young, LLP as our independent registered public account firm for the fiscal year ending December 31, 2013. Against Issuer For Against
3 To approve on an advisory, non-binding basis the compensation of our named executive officers, as presented in the proxy statement. For Issuer For With

ACI WORLDWIDE, INC.

Ticker Symbol:ACIW Cusip Number:004498101
Record Date: 4/19/2013 Meeting Date: 6/11/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors recommend: a vote for election of the following nominees: 1-John D. Curtis, 2-Philip G. Heasley, 3-James C. McGroddy, 4-Harlan F. Seymour, 5-John M. Shay, 6-John E. Stokely, 7-Jan H. Suwinski For Issuer For With
2 Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013 For Issuer For With
3 Conduct an advisory vote on executive compensation. For Issuer For With
4 Approve the 2013 executive management incentive compensation plan. For Issuer For With
5 Approve the 2013 amended and restated certificate of incorporation to increase the number of common shares authorized for issuance thereunder. Against Issuer Against Against

ACI WORLDWIDE, INC.

Ticker Symbol:ACIW Cusip Number:004498101
Record Date: 4/19/2013 Meeting Date: 6/11/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Recommend: A vote for election of the following nominees John D. Curtis, Philip G. Heasley, James C. McGroddy, Harlan F. Seymour, John M. Shay, Jr., John D. Stokely, Jan H. Suwinski For Issuer For With
2 Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013. For Issuer For With
3 Conduct an advisory vote on executive compensation. For Issuer For With
4 Approve the 2013 executive management incentive compensation plan. For Issuer For With
5 Approve the 2013 amended and restated certificate of incorporation to increase the number of common shares authorized for issuance thereunder. Against Issuer For With

ADVENT SOFTWARE, INC.

Ticker Symbol:ADVS Cusip Number:007974108
Record Date: 3/11/2013 Meeting Date: 5/9/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1A Election of Director: John H. Scully 1B Election if Director: Stephanie G. Dimarco 1C Election of Director: David Peter F. Hess Jr. 1D Election of Director: James D. Kirsner 1E Election of Director: Wendell G. Van Auken 1F Election of Director: Christine S. Manfredi 1G Election Director: Asiff S. Hirji 1H Election of Director: Robert M. Tarkoff For Issuer Against With
2 To ratify the appointment of pricewaterhousecoopers LLP as the independent registered public accounting firm of the company for the year ending December 31, 2013. For Issuer For With
3 To approve, on an advisory basis, the compensation of our named executive officers. For Issuer For With

ADVENT SOFTWARE, INC.

Ticker Symbol:ADVS Cusip Number:007974108
Record Date: 3/11/2013 Meeting Date: 5/9/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1A Election of Director: John H. Scully 1B Election if Director: Stephanie G. Dimarco 1C Election of Director: David Peter F. Hess Jr. 1D Election of Director: James D. Kirsner 1E Election of Director: Wendell G. Van Auken 1F Election of Director: Christine S. Manfredi 1G Election Director: Asiff S. Hirji 1H Election of Director: Robert M. Tarkoff For Issuer Against With
2 To ratify the appointment of pricewaterhousecoopers LLP as the independent registered public accounting firm of the company for the year ending December 31, 2013. For Issuer For With
3 To approve, on an advisory basis, the compensation of our named executive officers. For Issuer For With

AEROVIRONMENT, INC.

Ticker Symbol:AVAV Cusip Number:008073108
Record Date: 8/10/2012 Meeting Date: 10/4/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the nominees 01-Timothy E. Conver,02-Arnold L. Fishman For Issuer For With
2 To ratify the selection of Ernst & Young LLP as the company's ----->>> Independent registered public accounting firm. For Issuer For With

ALIGN TECHNOLODGY, INC.

Ticker Symbol:ALGN Cusip Number:016255101
Record Date: 3/22/2013 Meeting Date: 5/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 Election of Director: David E. Collins For Issuer For With
1.2 Election of Director: Joseph Lacob For Issuer For With
1.3 Election of Director: C. Raymond Larkin, Jr. For Issuer For With
1.4 Election of Director: George J. Morrow For Issuer For With
1.5 Election of Director: Dr. David C. Nagel For Issuer For With
1.6 Election of Director: Thomas M. Prescott For Issuer For With
1.7 Election of Director: Greg J. Santora For Issuer For With
1.8 Election of Director: Warren S Thaler For Issuer For With
2 Proposal to ratify the appointment of PriceWaterHouseCoopers LLP as Align Technology, Inc.'s independent registered public accountants for the fiscal year ending December 31, 2013. For Issuer For With
3 Advisory vote to approve named executive officer compensation. For Issuer For With
4 Approve amended and restated 2005 incentive plan. For Issuer For With

BALCHEM CORPORATION

Ticker Symbol:BCPC Cusip Number:057665200
Record Date: 4/23/2013 Meeting Date: 6/20/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Dino A. Rossi & Dr. Elaine R. Wedral For Issuer For With
2 Ratification of the appointment of McGladrey, LLP, as the company's independent registered public accounting firm for the year 2013. For Issuer For With
3 Non-binding Advisory approval of named executive officers' compensation as described in the proxy statement. For Issuer For With
4 Approval of 1999 stock plan as amended and restated. For Issuer For With

BLACKBAUD, INC.

Ticker Symbol:BLKB Cusip Number:09227Q100
Record Date: 4/22/2013 Meeting Date: 6/19/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1.1 Election of Director: Marc E. Chardon 1.2 Election of Director: Sarah E. Nash For Issuer For With
2 To approve, on an advisory basis, Blackbaud, Inc.'s 2012 executive compensation. For Issuer For With
3 To ratify the appointment of pricewaterhousecoopers LLP as Blackbaud, Inc.'s independent registered public accounting firm for fiscal year 2013. For Issuer For With

BOTTOMLINE TECHNOLOGIES (DE)

Ticker Symbol:EPAY Cusip Number:101388106
Record Date: 9/26/2012 Meeting Date: 11/15/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors recommend: a vote for election of the following nominees: 01-Michael J. Curran, 02-Joseph L. Mullen, 03-James jW. Zilinski For Issuer For With
2 Non-binding advisory vote to approve executive compensation. For Issuer For With
3 Ratificatin of the selection of Ernst & Young LLP as the company's registered public accounting firm for the current fiscal year. For Issuer For With

BOTTOMLINE TECHNOLOGIES (DE), INC.

Ticker Symbol:EPAY Cusip Number:101388106
Record Date: 12/4/2012 Meeting Date: 1/17/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 To amend the company's amended and restated certificate of ------------>>> Incorporation to increase the number of shares of common stock, par value $.001 per share, that the company is authorized to issue from $50,000,000 to 100,000,000. For Issuer For With

CARBO CERAMICS, INC.

Ticker Symbol:CRR Cusip Number:140781105
Record Date: 3/25/2013 Meeting Date: 5/21/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director 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
2 Proposal to rtify 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, 2013. For Issuer For With
3 Proposal to approve, by advisory vote, the compensation of the named executive officers. For Issuer For With

COMSCORE, INC.

Ticker Symbol:SCOR Cusip Number:20564W105
Record Date: 6/8/2012 Meeting Date: 7/24/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees William J. Henderson & Ronald J. Korn For Issuer For With
2 To ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2012. For Issuer For With
3 Advisory vote to approve compensation awarded to named executive officers in 2011. Against Issuer Against Against

CONTANGO OIL & GAS

Ticker Symbol:MCF Cusip Number:21075N204
Record Date: 10/8/2012 Meeting Date: 11/29/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of Director: Kenneth R. Peak For Issuer For With
1B Election of Director: B.A. Berilgen For Issuer For With
1C For Issuer For With
1D Election of Director: Brad Juneau For Issuer For With
1E Election of Director: Charles R. Reimer For Issuer For With
1F Election of Steven L. Schoonover Against Issuer Against Against
2 Approval, on an advisory basis, of the compensation of our named executive officers. For Issuer For With
3 Ratification of the selection of Grant Thornton LLP as independent public accountants for the fiscal year ended June 30, 2013. For Issuer For With

CONTANGO OIL & GAS COMPANY

Ticker Symbol:MCF Cusip Number:2107N204
Record Date: 10/8/2012 Meeting Date: 11/29/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of Directors: Kenneth R. Peak; B.A. Berilgen; Jay D. Brehmer; Brad Juneau; Charles M. Reimer; Steven L. Schoonover For Issuer For With
2 Approval, on an advisory basis, of the compensation of our named executive officers. For Issuer For With
3 Ratification of the selection of Grant Thornton LLP as independent public accountants for the fiscal year ended June 30 2013. For Issuer For With

CONTANGO OIL & GAS COMPANY

Ticker Symbol:MCF Cusip Number:2107N204
Record Date: 10/8/2012 Meeting Date: 11/29/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of Directors: Kenneth R. Peak; B.A. Berilgen; Jay D. Brehmer; Brad Juneau; Charles M. Reimer; Steven L. Schoonover For Issuer For With
2 Approval, on an advisory basis, of the compensation of our named executive officers. For Issuer For With
3 Ratification of the selection of Grant Thornton LLP as independent public accountants for the fiscal year ended June 30 2013. For Issuer For With

CORE LABORATORIES, N.V.

Ticker Symbol:CLB Cusip Number:N27717107
Record Date: 4/18/2013 Meeting Date: 5/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of Director: D. John Ogren For Issuer For With
1B Election of Director: Lucia Van Geuns For Issuer For With
1C Election of Director: Charles L. Dunlap For Issuer For With
2 To ratify the appointment of Pricewaterhousecoopers as our company's independent registered public accountant's for the year ending December 31, 2013. For Issuer For With
3 To approve, on an advisory basis, 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
4 To confirm and adopt our Dutch statutory annual accounts in the English language for the fiscal yer ended December 31, 2012 Abstained Issuer N/A N/A
5 To approve and resolve the cancellation of our repurchased shares held at 12:01 a.m., CET, on May 16, 2013. For Issuer For With
6 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, 2014, and such repurchased shares may be used for any legal purpose. For Issuer For With
7 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 10% of outstanding shares per annum until November 16, 2014. For Issuer For With
8 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 10% or outstanding shares per annum until November 16, 2014. For Issuer For With

COSTAR GROUP

Ticker Symbol:CSGP Cusip Number:22160N109
Record Date: 4/8/2013 Meeting Date: 6/4/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Michael R. Klein; Andrew C. Florance; David Bonderman; Michael J. Glosserman; Warren H. Haber; John W. Hill; David J. Steinberg For Issuer For With
2 To approve a proposal removing the voting standard from the company's amended and restated certificate of incorporation so that the board of directors may provide for majority voting in uncontested director elections. For Issuer For With
3 To ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2013. For Issuer For With
4 To approve, on an advisory basis, the company's executive compensation. For Issuer For With

FACTSET RESEARCH SYSTEMS INC.

Ticker Symbol:FDS Cusip Number:303075105
Record Date: 10/22/2012 Meeting Date: 12/18/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: a vote for election of the following nominees: 1-Scott A. Billeadeau, 2-Philip A. Hadley, 3-Joseph R. Zimmel. For Issuer For With
2 To ratify the appintment f the accounting firm of PriceWaterHouseCoopers LLP as Factsets independent registered public accounting firm for the fiscal year ending August 31, 2013 For Issuer For With
3 To approve, by non-binding vote, the compensation of the company's named executive officers. For Issuer For With

FARO TECHNOLOGIES, INC.

Ticker Symbol:FARO Cusip Number:311642102
Record Date: 4/4/2013 Meeting Date: 5/23/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: John Caldwell; John Donofrio For Issuer For With
2 The ratification of Grant Thornton LLP as the company's independent registered public accounting firm for 2013. For Issuer For With
3 Non-binding resolution to approve the compensation of the company's named executive officers. For Issuer For With

GEOSPACE TECHNOLOGIES CORPORATION

Ticker Symbol:GEOS Cusip Number:37364X109
Record Date: 1/3/2013 Meeting Date: 2/21/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01 - Williams H. Moody, 02 - Gary D. Owens For Issuer For With
2 To ratify the appointment by the audit committee of the board of -->>> Directors of UHY LLP, independent public accountants, as the company's auditors for the year ending September 30, 2013. For Issuer For With
3 The approval of the non-binding, advisory resolution on the --------->>> Compensation of the company's named executive officers, all as more fully described int he proxy statement. For Issuer For With

GRAND CANYON EDUCATION, INC.

Ticker Symbol:LOPE Cusip Number:38526M106
Record Date: 3/26/2013 Meeting Date: 5/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Brent D. Richardson; Brian E. Mueller; David J. Johnson; Jack A. Henry; Bradley A. Casper; Kevin F. Warren; Sara R. Dial For Issuer For With
2 To approve, on an advisory basis, the compensation of our named executive officers. For Issuer For With
3 To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013. For Issuer For With

HEALTHSTREAM, INC.

Ticker Symbol:HSTM Cusip Number:42222N103
Record Date: 3/21/2013 Meeting Date: 5/30/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Thompson S. Dent; Dale Polley; William M. Stead, M.D.; Deborah Taylor Tate For Issuer For With
2 To ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2013. For Issuer For With
3 To approve, on an advisory basis, the compensation of the company's named executive officers. For Issuer For With

HIBBETT SPORTS, INC.

Ticker Symbol:HIBB Cusip Number:4285467101
Record Date: 4/2/2013 Meeting Date: 5/30/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Carl Kirkland; Michael J. Newsome; Thomas A. Saunders, III For Issuer For With
2 Ratification of the selection of KPMG LLP as the independent registered public accounting firm for Fiscal 2014. For Issuer For With
3 Say on Pay - approval by non-binding advisory vote of our executive compensaion For Issuer For With

HITTITE MICROWAVE CORPORATION

Ticker Symbol:HITT Cusip Number:43365Y104
Record Date: 3/27/2013 Meeting Date: 5/15/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01-Ernest L. Godshalk, 02-Rick D. Hess, 03-Adrienne M. Markham, 04-Brian P. MCaloon, 05-Cosmo S. Trapani, 06-Franklin Weigold For Issuer For With
2 Approve, on a non-binding advisory basis, the compensation of ------->>> Our named executive officers. For Issuer For With
3 Ratify the appointment of PriceWaterHouseCoopers LLP as our ------->>> Independent registered public accounting firm for 2013. For Issuer For With

INNERWORKINGS, INC.

Ticker Symbol:INWK Cusip Number:45773Y105
Record Date: 4/22/2013 Meeting Date: 6/20/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Eric D. Belcher, Jack M. Greenberg, Linda S. Wolf, Charles K. Bobrinskoy, J. Patrick Gallagher, Jr., David Fisher, Julie M. Howard For Issuer For With
2 Ratification of appointment of Ernst & Young LLP as our independent registered public accounting firm for 2013. For Issuer For With

MEDIATA SOLUTIONS, INC.

Ticker Symbol:MDSO Cusip Number:58471A105
Record Date: 3/5/2013 Meeting Date: 4/30/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Tarek A. Sherif, Glen M. De Vries, Carlos Dominguez, Neil M. Kurtz, George W. McCulloch, Lee A. Shapiro, Robert B. Taylor For Issuer For With
2 To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement (the "say on pay vote"). For Issuer For With
3 To approve an amendment to our amended and restated 2009 long-term incentive plan to increase the aggregate number of shares of common stock authorized for issuance by 1,500,000 shares, from 4,000,000 to 5,500,000 shares. Against Issuer For With
4 To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013. For Issuer For With

MERIDIAN BIOSCIENCE, INC.

Ticker Symbol:VIVO Cusip Number:589584101
Record Date: 11/26/2012 Meeting Date: 1/23/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01-James M. Anderson, 02-John A. Kraeutler, 03-William J. Motto, 04-David C. Phillips, 05-Robert J. Ready For Issuer For With
2 Advisory vote on named executive officer compensation. -------------->>> For Issuer For With
3 To Ratify the appointment of Grant Thornton LLP as Meridian's ----->>> Independent registered public accountants for fiscal year 2013. For Issuer For With

MORNINGSTAR, INC.

Ticker Symbol:MORN Cusip Number:617700109
Record Date: 3/15/2013 Meeting Date: 5/14/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1A. - Election of Director: Joe Mansueto ---------------------->>> 1B. - Election of Director: Donn Phillps ------------------------>>> 1C. - Election of Director: Cheryl Francis ----------------------->>> 1D.- Election of Director: Steve Kaplan ------------------------->>> 1. - Election of Director: Gail Landis -------------------------->>> 1F. - Election of Director: Bill Lyons 1G. - Election of Director: Jace Noonan -------------------------->>> 1H. - Election of Director: Paul Stum ----------------------->>> 1I. - Election of Director: Hugh Zentmyer --------------------------->>> For Issuer For With
2 Ratification of the appointment of KPMG LLP as MorningStar's ------>>> Independent registered public accounting firm for 2013. For Issuer For With

NATIONAL RESEARCH CORPORATION

Ticker Symbol:NRCI Cusip Number:637372103
Record Date: 3/13/2013 Meeting Date: 5/9/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominee 01 Gail L. Warden For Issuer N/A N/A
2A Amendment and restatement of the article to increase the authorized number of shares of all classes of capital stock from 22,000,000 to 142,000,000, consisting of: (I) 60,000,000 shares of calss a common stock; (II) 80,000,000 shares of class B common stock; and (III) 2,000,000 shares of preferred stock; stockl as more fully described in the proxy statement. Against Issuer For With
2B Amendment and restatement of the articles to reclassify each share of the company's existing common stock as one-half (1/2) of one share of class B common stock. Against Issuer For With
3 Advisory vote on the approval of the compensation of our named exective officers as disclosed in the accompanying proxy statement. For Issuer For With

NEOGEN CORPORATION

Ticker Symbol:NEOG Cusip Number:640491106
Record Date: 8/6/2012 Meeting Date: 10/4/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the nominees 01-Lon M. Bohannon, 02-Richard T. Crowder, PH.D, 03-A. Charles Fischer For Issuer For With
2 To approve, by non-binding vote, the compensation of executives. -->>> For Issuer For With
3 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:629148100
Record Date: 3/8/2013 Meeting Date: 5/7/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director 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
2 Advisory approval of the compensation of the company's named executive officers as disclosed in these materials. For Issuer For With
3 Ratification of the appointment of pricewaterhousecoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2013. For Issuer For With

NVE CORPORATION

Ticker Symbol:NVEC Cusip Number:629445206
Record Date: 6/15/2012 Meeting Date: 8/9/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01-Terrence W. Glarner, 02-Daniel A. Baker, 03-James D. Hartman, 04-Patricia M. Hollister, 05-Robert H. Irish For Issuer For With
2 To approve named executive officer compensation as disclosed in --->>> Our proxy statement. For Issuer For With
3 To ratify the selection of Ernst & Young LLP as our independent --->>> Registered public accounting firm for the fiscal year ending March 31, 2013. For Issuer For With

PROS HOLDINGS INC.

Ticker Symbol:PRO Cusip Number:74346Y103
Record Date: 4/11/2013 Meeting Date: 6/4/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Andres D. Reiner; Ronald F. Woestemeyer For Issuer For With
2 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, 2013. For Issuer For With
3 To approve, by non-binding advisory vote, the executive compensation as disclosed in the proxy statement. For Issuer For With
4 To approve adoption of the 2013 employee stock purchase plan, which provides the issuance of up to 500,000 shares of common stock of the company, par value $0.001 to employees of the company. For Issuer For With

PROTO LABS INC.

Ticker Symbol:PRLB Cusip Number:743713109
Record Date: 3/28/2013 Meeting Date: 5/23/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Lawrence J. Lukis; Bradley A. Cleveland; Matthew Blodgett; Rainer Gawlick; John B. Goodman; Douglas W. Kohrs; Margaret A. Loftus; Brian K. Smith; Sven a. Wehrwein. For Issuer For With
2 Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for fiscal 2013. For Issuer For With

QUALITY SYSTEMS, INC.

Ticker Symbol:QSII Cusip Number:747582104
Record Date: 6/18/2012 Meeting Date: 8/16/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of Directors:Cumulative vote for Patrick Cline only. Total votes equal 3,200,292. For Issuer For With
2 The company's proposal to approve the non-binding advisory resolution on executive compensation often referred to as "Say on Pay" Against Issuer Against Against
3 The company's proposal to ratify the appointment of PriceWaterHouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2013 For Issuer For With

RAVEN INDUSTRIES, INC.

Ticker Symbol:RAVN Cusip Number:754212108
Record Date: 4/4/2013 Meeting Date: 5/23/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Jason M. Andringa; Thomas S. Everist; Mark E. Griffin; Marc E. Lebaron; Cynthia H. Milligan; Daniel A. Rykhus; For Issuer For With
2 To approve in a non-binding advisory vote the compensation of our executive officers disclosed in the proxy statement. For Issuer For With
3 Proposal to ratify the appointment of Pricewaterhousecoopers LLP as the company's independent registered public accounting firm for the company's current fiscal year. For Issuer For With

RITCHIE BRO. AUCTIONEERS INCORPORATED

Ticker Symbol:RBA Cusip Number:767744105
Record Date: 3/14/2013 Meeting Date: 4/25/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 To set the number of Directors at 7. For Issuer For With
2 Directors Recommend: A vote for election of the following nominees Robert Waugh Murdoch, Peter James Blake, Eric Patel, Beverley Anne Briscoe, Edward B. Pitoniak, Christopher Zimemrman, Robert George Elton For Issuer For With
3 Appointment of Ernest & Young LLP as auditors of the company for the ensuing year and authorizing the directors to fix their remuneration. For Issuer For With
4 Approval of the reconfirmation of the shareholder rights plan in accordance with the shareholder rights plan agreement dated as of February 27, 2007 between the company and computershare investor services inc., the full text of which resolution is set out in schedule "A" to the information circular of the company dated March 21, 2013. For Issuer For With

ROLLINS, INC.

Ticker Symbol:ROL Cusip Number:775711104
Record Date: 3/1/2013 Meeting Date: 4/23/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Bill J. Dismuke, Thomas J. Lawley, M.D. John F. Wilson For Issuer For With
2 To approve the performance-based incentive cash compensation plan for executive officers. For Issuer For With
3 To ratify the appointment of Grant Thornton LLP as independent registered public accounting firm of the company for 2013. For Issuer For With

SCIQUEST, INC.

Ticker Symbol:SQI Cusip Number:80908T101
Record Date: 2/28/2013 Meeting Date: 4/24/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Recommend: A vote for election of the following nominee L. Steve Nelson For Issuer For With
2 Advisory resolution on the compensation of the company's named executive officers. For Issuer For With
3 Approval of the adoption of the Sciquest, Inc. employee stock purchase plan. For Issuer For With
4 Approval of the adoptionof the Sciquest, Inc. 2013 stock incentative plan. For Issuer For With
5 Ratification of the appointment of Ernest & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2013. For Issuer For With

SCIQUEST, INC.

Ticker Symbol:SQI Cusip Number:80908T101
Record Date: 2/28/2013 Meeting Date: 4/24/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01-L. Steven Nelson For Issuer For With
2 Advisory resolution on the compensation of the company's named ---->>> Executive officers. For Issuer For With
3 Approval of the adoption of the Sciquest, Inc. employee stock ----->>> Purchase plan. For Issuer For With
4 Approval of the adoption of the Sciquest, Inc. 2013 stock ----------->>> Incentive plan. For Issuer For With
5 Ratification of the appointment of Ernst & Young LLP as --------------->>> Independent registered public accounting firm for fiscal year ending December 31, 2013. For Issuer For With

SIMPSON MANUFACTURING CO., INC.

Ticker Symbol:SSD Cusip Number:829073105
Record Date: 2/28/2013 Meeting Date: 4/23/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees James S. Andrasick, Gary M. Cusumano, Peter N. Louras, Jr. For Issuer For With
2 Re-Approval of the executive office cash profit sharing plan. For Issuer For With
3 Ratification of the selection of pricewaterhousecoopers LLP as independent registered public accounting firm. For Issuer For With
4 Advisory vote to approve named executive officer compensation. For Issuer For With
5 Stockholder proposal on majority voting. For Issuer For With
6 Stockholder proposal on sustainability reporting. For Issuer For With

SIMPSON MANUFACTURING CO., INC.

Ticker Symbol:SSD Cusip Number:829073105
Record Date: 2/28/2013 Meeting Date: 4/23/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote of election of the following nominees 01-James S. Andrasick, 02-Gary M. Cusumano, 03-Peter N. Louras, Jr. For Issuer For With
2 Re-approval of the executive officer cash profit sharing plan ----->>> For Issuer For With
3 Ratification of the selection of pricewaterhousecoopers LLP as ---->>> Independent registered public accounting firm. For Issuer For With
4 Advisory vote to approve named executive officer compensation ----->>> The board of directors recommends you vote "against" the following proposals 5 and 6. For Issuer For With
5 Stockholder proposal on majority voting. ------------------------>>> For Issuer For With
6 Stockholder proposal on sustainability reporting. ----------------------->>> For Issuer For With

SOURCEFIRE, INC.

Ticker Symbol:FIRE Cusip Number:83616T108
Record Date: 4/8/2013 Meeting Date: 6/6/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: John C. Becker; Kevin M. Klausmeyer; Arnold L. Punaro. For Issuer For With
2 Approval of the executive annual incentive plan. For Issuer For With
3 Advisory approval of the company's executive compensation. For Issuer For With
4 Ratification of the selection of Ernst & Young LLP as independent auditors of the company for its fiscal year ending December 31, 2013 For Issuer For With

STAMPS.COM INC.

Ticker Symbol:STMP Cusip Number:852857200
Record Date: 4/18/2013 Meeting Date: 6/12/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Recommend: A vote for election of the following nominee Mohan Ananda For Issuer For With
2 To approve, on an advisory basis, on the company's executive compensation. For Issuer For With
3 To ratify the appointment of Ernst & Young LLP as independent auditors of the company for 2013. For Issuer For With

STRATASYS LTD

Ticker Symbol:SSYS Cusip Number:M85548101
Record Date: 5/20/2013 Meeting Date: 6/21/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 To approve an amendment to the company's amended and restated articles of association (the "articles of association") to increase the number of directors constituting the company's board of directors (the "board")from nine to ten by adding an unclassified director and to make conforming changes to the articles of association. For Issuer For With
2 Contingent upon approval of proposal 1, to elect Ms. Ziva Patir, who also qualifies as an unaffliated director under the Israeli companies law 5759-1999, to serve as the unclassified director of the company, and to approve the terms of her compensation. For Issuer For With
3A To approve the terms of the compensation of Mr. Clifford H. Schwieter as director of the company. For Issuer For With
4 To approve the terms of up to four (4) grants of options, each consisting of the right to purchase 100,000 ordinary shares nominal value new Israeli Shekels ("NIS") 0.01 per share, of Stratasys Ltd. ("ordinary shares"), to Mr. S. Scott Crump, our annual general meeting of shareholders and on the first three (3) anniversaries thereof, provided that he then remains employed as our chief innovation officer. For Issuer For With
5 To approve a cash bonus in an amount of NIS 460,000 (approximately $127,000) to be paid to Mr. David Reis, our chief executive officer, in respect of his performance for the year ended December 31, 2012, as determined by the board pursuant to its discretionary authority under Mr. Reis' existing employment agreement. For Issuer For With
6 To approve an increase in the coverage under the company's directors and officers liability insurance policy to aggregate maximum coverage of $60 million and an additional $15 million for a-side coverage for directors and officers. For Issuer For With
7 To approve an amendment to the articles of association to increase the number of authorized ordinary shares from 60 million ordinary shares to 180 million ordinary shares and to correspondingly increase the share capital of the company from NIS 600,000 to NIS 1,800,000. Against Issuer For With
8 To re-appoint Kesselman & Kesselman, a member of pricewaterhousecoopers international limited, as the company's independent auditors for the year ending December 31, 2013 and until its next annual general meeting of shareholders, and to authorize the board (upon recommendation of the audit committee of the board)to fix their remuneration. For Issuer For With

STRATASYS LTD

Ticker Symbol:SSYS Cusip Number:M85548101
Record Date: 1/18/2013 Meeting Date: 2/25/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 To ratify (I) the election of Mr. Eyal Desheh and Mr. Victor ----------->>> Leventhal as external directors of Stratasys LTD., each to hold office for a three-year term, subject to, and in accordance with, the provisions of the Israeli Companies Law, 5759-1999, and (II) the terms of their compensation. For Issuer For With
2 To authorize the appointment of Mr. S. Scott Crump as the Chief --->>> Innovation officer of Stratasys LTD., reporting directly to the executive committee of the board of directors of the company. For Issuer For With
3 To approve an amendment to the Stratasys LTD. 2012 Omnibus --------->>> Equity incentive plan (the "2012 plan") increaseing the number of ordinary shares, nominal value new Israli Shekel 0.01 per share, currently authorized to be issued under the 2012 plan from 2,500,000 to 4,000,000. For Issuer For With

STRATASYS, INC.

Ticker Symbol:SSYS Cusip Number:862685104
Record Date: 8/2/2012 Meeting Date: 9/14/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 To adopt the agreement and plan of merger, or the merger ------------->>> Agreement, dated as of April 13, 2012, by and among Statasys, objet LTD., an Israeli Corporation, Seurat Holdings Inc., a Delaware Corporation and an indirect Wholly-owned subsidiary of objet, or HoldCo, and Oaktree Mereger Inc., as it may be further amended from time to time. For Issuer For With
2 To approve, on an Advisory (non-binding) basis, certain ------------>>> Compensatory arrangements between Statasys and its named executive officers relating to the Merger, as described in the accompanying proxy statement/prospectus. For Issuer For With
3 To approve one or more adjournments of the special meeting to a --->>> Later date or time, if necessary or appropriate, to permit solicitation of additional proxies in the event there are insufficient votes at the time of the special meeting, or at any adjournment or postponement of that meeting, to adopt the Merger agreement. For Issuer For With

SUN HYDRAULICS CORPORATION

Ticker Symbol:SNHY Cusip Number:866942105
Record Date: 4/1/2013 Meeting Date: 5/28/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Marc Bertoneche; Philippe Lemaitre For Issuer For With
2 Ratification of appointment of Mayer Hoffman McCann P.C. as the independent registered certified public accounting firm of the corporation. For Issuer For With
3 Advisory vote on executive compensation. For Issuer For With

TECHNE CORPORATION

Ticker Symbol:TECH Cusip Number:878377100
Record Date: 8/31/2012 Meeting Date: 10/25/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Thomas E. Oland; Roger C. Lucas PH.D., Howard V. O'Connell; Randolph C.Steer M.D.,PH.D.; Robert V. Baumgartner; Charles A. Dinarello, M.D.; Karen A. Holbrook, PH.D.; John L. Higgins; Roeland Nusse PH.D. For Issuer For With
2 To set the number of Directors at nine. For Issuer For With
3 An advisory nn-binding vote on named executive officer compensation. For Issuer For With
4 Amend Techne Corporation's articles of incorporation to implement a majority voting standard for uncontested director elections. For Issuer For With
5 Ratify the appointment of KPMG LLP as registered public accounting frm for the Fiscal year ending June 30, 2013. For Issuer For With

TETRA TECH, INC.

Ticker Symbol:TTEK Cusip Number:88162G103
Record Date: 1/3/2013 Meeting Date: 2/26/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Dan L. Patrick, Hugh M. Grant, Patrick C. Haden, J. Christopher Lewis, Albert E. Smith, J. Kenneth Thompson, Richard H. Truly For Issuer For With
2 To vote on an advisory resolution to approve executive compensation. For Issuer For With
3 To ratify the appointment of pricewaterhousecoopers LLP as the company's independent registered public accounting firm for fiscal year 2013. For Issuer For With

THE ADVISORY BOARD COMPANY

Ticker Symbol:ABCO Cusip Number:00762W107
Record Date: 7/18/2012 Meeting Date: 9/11/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 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-Leanne M. Zumwalt For Issuer For With
2 Ratification of the selection of Ernst & Young LLP as the ------------>>> Company's independent registered public accounting firm for the fiscal year ending March 31, 2013. For Issuer For With
3 Approval of an amendment to The Advisory Board Company's ---------->>> Certified of incorporation to increase the number of authorized shares of common stock. For Issuer For With
4 Approval, by an advisory vote, of The Advisory Board Company's ---->>> Named executive officer compensation as described in the accompanying proxy statement. For Issuer For With

THE ADVISORY BOARD COMPANY

Ticker Symbol:ABCO Cusip Number:00762W107
Record Date: 7/18/2012 Meeting Date: 9/11/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors recommend: a vote for election of the following nominees: 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-Leanne M. Zumwalt For Issuer For With
2 Ratification of the selectionof Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2013. For Issuer For With
3 Approval of an amendment to the Advisory Board Company's certificate of incorporation to increase the number of authorized shares of common stock. Against Issuer Against Against
4 Aproval, by an advisory vote, of the Advisory Board Company's named executive officer compensation as described in the accompanying proxy statement. For Issuer For With

TYLER TECHNOLOGIES, INC.

Ticker Symbol:TYL Cusip Number:902252105
Record Date: 3/15/2013 Meeting Date: 5/9/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01-Donald R. Brattain, 02-J. Luther King, Jr., 03-John S. Marr, Jr., 04-G. Stuart Reeves, 05-Michael D. Richards, 06-Dustin R. Womble, 07-John M. Yeaman For Issuer For With
2 Ratification of Ernest & Young LLP as independent auditors. -------------->>> For Issuer For With

WESTWOOD HOLDINGS GROUP, INC.

Ticker Symbol:WHG Cusip Number:961765104
Record Date: 3/1/2013 Meeting Date: 4/18/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01-Susan N. Byrne, 02-Brian O. Casey, 03-Richard M. Frank, 04-Robert D. McTeer, 05-Geoffrey R. Norman, 06-Martin J. Weiland, 07-Raymond E. Wooldridge For Issuer For With
2 Ratification of the appointment of Grant Thornton LLP as ------------>>> Westwood's independent auditors for the year ending December 31,2013. For Issuer For With
3 Approval of the share award plan of Westwood Holdings Group, --------->>> Inc. for service provided in Canada to its subsidiaries. For Issuer For With
4 Approval of the second amendment to the third amended and ----------->>> Restated Westwood Holdings Group, Inc. stock incentive plan. Against Issuer For With

WESTWOOD HOLDINGS GROUP, INC.

Ticker Symbol:WHG Cusip Number:961765104
Record Date: 3/1/2013 Meeting Date: 4/18/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Susan M. Byrne, Brian O. Casey, Richard M. Frank, Robert D. Mcteer, Geoffrey R. Norman, Martin J. Weiland, Raymond E. Wooldridge For Issuer For With
2 Ratification of the appointment of Grant Thornton LLP as Westwood's independent auditors for the year ending December 31, 2013. For Issuer For With
3 Approval of the share award plan of Westwood Holdings Group, Inc. for service provided in Canada to its subsidiaries. For Issuer For With
4 Approval of the second amendment to the third amended and restated Westwood Holdings Groups, Inc. stock incentive plan. For Issuer For With


* Management Recommended Vote
Conestoga Mid Cap Fund

ACACIA RESEARCH CORPORATION

Ticker Symbol:ACTG Cusip Number:003881307
Record Date: 3/20/2013 Meeting Date: 5/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Robert L. Harris For Issuer For With
2 To ratify the appointment of Gran Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013 For Issuer For With
3 To approve, by non-binding, advisory vote, the compensation of our named executive officers. For Issuer For With
4 To approve the adoption of the 2013 Acacia Research Corporation stock incentive plan, which authorizes the issuance of a variety of equity awards, including stock options, stock appreciation rights, restricted stock units and direct stock awards. Against Issuer Against Against

ALIGN TECHNOLOGY, INC.

Ticker Symbol:ALGN Cusip Number:016255101
Record Date: 3/22/2013 Meeting Date: 5/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 Director Nominee: David E. Collins For Issuer For With
1.2 Director Nominee: Joseph Lacob For Issuer For With
1.3 Director Nominee: Raymond Larkin, Jr. For Issuer For With
1.4 Director Nominee: George J. Morrow For Issuer For With
1.5 Director Nominee: David C. Nagel For Issuer For With
1.6 Director Nominee: Thomas M. Prescott For Issuer For With
1.7 Director Nominee: Greg J. Santora For Issuer For With
1.8 Director Nominee: Warren S. Thaler For Issuer For With
2 Proposal to rtify the appointment of Pricewaterhousecoopers LLP as Align Technology, Inc.'s independent registered public accountants for the fiscal year ending December 31, 2013. For Issuer For With
3 Advisory vote to approve named executive officer compensation. For Issuer For With
4 Approve amended and restated 2005 incentive plan. For Issuer For With

ANSYS, INC.

Ticker Symbol:ANSS Cusip Number:902252105
Record Date: 3/15/2013 Meeting Date: 5/9/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1.1 Election of Director: Ronald W. Hovsepian 1.2 Election of Direector: Michael C. Thurk 1.3 Election of Director: Barbara V. Scherer For Issuer For With
2 A non-binding, advisory vote on compensation of our named executive officers. For Issuer For With
3 Ratification of selection of independent registered public accounting firm. For Issuer For With

C. R. BARD, INC.

Ticker Symbol:BCR Cusip Number:067383109
Record Date: 2/25/2013 Meeting Date: 4/17/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Recommend: A vote for election of the following nominees 1A. Election of Director: David M. Barrett 1B. Election of Director: Anthony Welters 1C. Election of Director: Tony L. White For Issuer For With
2 To ratify the appointment of KPMG LLP as independent registered public accounting firm for fiscal year 2013. For Issuer For With
3 To approve the 2012 long term incentive plan of C. R. Bard, Inc., as amend and restated. For Issuer For With
4 To approve the compensation of our named executive officers on an advisory basis. For Issuer For With
5 A shareholder proposal relating to sustainability reporting. Against Issuer For With
6 A shareholder proposal relating to separating the chair and CEO. For Issuer For With

C.H. ROBINSON WORLDWIDE, INC.

Ticker Symbol:CHRW Cusip Number:12541W209
Record Date: 3/11/2013 Meeting Date: 5/9/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nonimees 1A. - Election of Director: Scott P. Anderson 1B. - Election of Director: Mary J. Steele Guilfoile 1C. - Election of Director: Jodee A Kozlak 1D. - Election Director: Rebecca Koenig Roloff For Issuer For With
2 To approve, by non-binding vote named executive officer compensation. For Issuer For With
3 To approve the C.H. Robinson Worldwide, Inc. 2013 equity incentive plan. For Issuer For With
4 Ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2013. For Issuer For With

CARBE CERAMICS, INC.

Ticker Symbol:CRR Cusip Number:140781105
Record Date: 3/25/2013 Meeting Date: 5/21/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director 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
2 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, 2013. For Issuer For With
3 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: 4/29/2013 Meeting Date: 6/27/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of Director: Nora M. Denzel For Issuer For With
1B Election of Director: Ronald B. Woodard For Issuer For With
2 Amendment of the restated certificate of incorporation to change the name of the company to Outerwall Inc. For Issuer For With
3 Advisory resolution to approve the compensation of the company's named executive officers. For Issuer For With
4 Ratification of appointment of KPMG LLP as the company's independent registered public accounting firm. Against Issuer Against Against

COPART, INC.

Ticker Symbol:CPRT Cusip Number:217204106
Record Date: 10/9/2012 Meeting Date: 12/5/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors recommend; a vote for election of the following nominees; 1-Willis J. Johnson, 2-A. Jayson Adair, 3-Matt Blunt, 4-Steven D. Cohan, 6-James E. Meeks, 8-Thomas N. Tryforos For Issuer For With
2 Advisory (non-binding) vote to approve executive compensation for the yer ended July 31, 2012 (say on pay vote). For Issuer For With
3 Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2013. For Issuer For With

CORE LABORATORIES, N.V.

Ticker Symbol:CLB Cusip Number:N27717107
Record Date: 4/18/2013 Meeting Date: 5/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Re-election of Director: D. John Ogren. For Issuer For With
1B Election of Director: Lucia Van Geuns. For Issuer For With
1C Election of Director: Charles L.Dunlap. For Issuer For With
2 To ratify the appointment of Pricewaterhousecoopers as our company's independent registered public accountants for the year ending December 31, 2013. For Issuer For With
3 To approve, on an advisory basis, 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
4 To confirm and adopt our Dutch Statutory annual accounts in the English language for the fiscal year ended December 31, 2012. Abstained Issuer N/A N/A

DOLBY LABORATORIES, INC.

Ticker Symbol:DLB Cusip Number:25659T107
Record Date: 12/5/2012 Meeting Date: 2/5/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Kevin Yeaman, Peter Gotcher, David Dolby, N. Donatello, Jr., Micheline Chau, Bill Jasper, Sanford Robertson, Roger Siboni, Avadis Tevanian, Jr. For Issuer For With
2 To approve an amendment and restatement of the Dolby Laboratories, Inc. 2005 stock plan. Against Issuer For With
3 To approve an amendment and restatement of the Dolby Laboratories, Inc. employee stock purchase plan. For Issuer For With
4 To approve an Advisory vote on the compensation of the company's named executive officers. For Issuer For With
5 To approve an advisory vote on the frequency of holding future advisory votes to approve the compensation of the company's named executive officers. For Issuer For With
6 To ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending September 27, 2013. For Issuer For With

DONALDSON COMPANY, INC.

Ticker Symbol:DCI Cusip Number:257651109
Record Date: 9/19/2012 Meeting Date: 11/16/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees:William M. Cook; Paul David Miller For Issuer For With
2 Ratification of the appointment of PriceWaterHouseCoopers LLP as Donaldson Company, Inc."s independent registered public accounting firm for the fiscal year ending July 31, 2013 For Issuer For With

FACT RESEARCH SYSTEMS, INC.

Ticker Symbol:FDS Cusip Number:303075105
Record Date: 10/22/2012 Meeting Date: 12/18/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors recommend; a vote for election of the following nomines 1-Scott A. Billeadeau, 2-Philip A. Hadley, 3-Joseph R. Zimmel For Issuer For With
2 To ratify the appointment of the accounting firm of PriceWaterHouseCoopers LLP as Factsets independent registered public accounting firm for the fiscal year ending August 31, 2013. For Issuer For With
3 To approve, by non-binding vote, the compensation of the company's named executive officers. For Issuer For With

FASTENAL COMPANY

Ticker Symbol:FAST Cusip Number:311900104
Record Date: 2/22/2013 Meeting Date: 4/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1A Election of Director: Robert A. Kierlin 1B Election of Director: Stephen M. Slaggie 1C Election of Director: Michael M. Gostomski 1D Election of Director: Willard D. Oberton 1E Election of Director: Michael J. Dolan 1F Election of Director: Reyne K. Wisecup 1G Election of Director: Hugh L. Miller 1H Election of Director: Michael J. Ancius 1I Election of Director: Scott A. Satterlee 1J Election of Director: Rita J. Heise 1K Election of Director: Darren R. Jackson For Issuer Against With
2 Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the 2013 fiscal year. Against Issuer For With
3 Approval, by non-binding vote, of executive compensation. For Issuer For With

FOREST LABORATORIES, INC.

Ticker Symbol:FRX Cusip Number:345838106
Record Date: 6/25/2012 Meeting Date: 8/15/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01- Dr. Eric J. Ende, 02- Mr. Daniel A. Ninivaggi, 03- Mr. Pierre Legault, 04- Mr. Andrew J. Fromkin For Issuer For With
2 A proposal to approve, on an advisory basis, the compensation of Forest Laboratories Named Executive Officers. ---->>> For Issuer For With
3 Ratification of the selection of BDO USA, LLP, as independent Registered Public Accounting Firm for the fiscal ---->>> year ending March 31, 2013. For Issuer For With
4 A proposal to approve, on an advisory basis, a stockholder proposal regarding proxy access. ---->>> For Issuer For With
5 A proposal to repeal new bylaws. Against Issuer For With

FORTINET INC.

Ticker Symbol:FTNT Cusip Number:34959E109
Record Date: 4/22/2013 Meeting Date: 6/20/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of Director: Ming Hsieh For Issuer For With
2 To ratify the appointment of Deloitte & Touche LLP as Fortinets independent registered accounting firm for the fiscal year ending December 31, 2013. For Issuer For With
3 Advisory vote to approve named executive officer compensation. For Issuer For With
4 To approve the adoption of the Fortinet, Inc. cash and equity incentive plan. For Issuer For With

GARMIN LTD.

Ticker Symbol:GRMN Cusip Number:H2906T109
Record Date: 4/11/2013 Meeting Date: 6/7/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Approval of Garmin LTD.'s 201 annual report, including the consolidated financial statements of Garmin LTD. for the fiscal year ended December 29, 2012 and the statutory financial statements of Garmin LTD. for the fiscal year ended December 29, 2012. For Issuer For With
2 Approval of the appropriation of available earnings. For Issuer For With
3 Approval of the payment of a cash dividend in the aggregate amount of $1.80 per outstanding share out of Garmin's general reserve from capital contribution in four equal installments. For Issuer For With
4 Discharge of the members of the board of directors and the executive officers from liability for the fiscal year ended December 29 2012. For Issuer For With
5A Election of Director: Joseph J. Hartnett For Issuer For With
5B Election of Director: Thomas P. Poberezny For Issuer For With
6 Approval of amendment to the Garmin LTD. 2005 equity incentive plan. For Issuer For With
7 Ratificatin of the appointment of Ernst & Young LLP as Garmin LTD.'s independent registered public accounting firm for the 2013 fiscal year and the re-election of Ernst & Young LTD. as Garmin LTD.'s statutory auditor for another one-year term. For Issuer For With
8 Advisory vote on executive compensation. For Issuer For With
9 In their discretion, the proxies are authorized to vote with respect to any other matters that may properly come before the annual general meeting or any adjournment thereto, including matters incident to its conduct. Against Issuer Against Against

GENTEX CORPORATION

Ticker Symbol:GNTX Cusip Number:371901109
Record Date: 3/22/2013 Meeting Date: 5/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Pete Hoekstra, John Mulder, Frederick Sotok For Issuer For With
2 To consider a shareholder proposal requesting that the board issue a sustainability report. Against Issuer For With
3 To consider a shareholder proposal requesting that the chair of the board, whenever possible, be an independent member of the board. THe board of directors recommends you vote "against" the above proposals 2 & 3. For Issuer For With
4 To ratify the appointment of Ernest & Young LLP as the company's auditors for the fiscal year ending December 31, 2013. For Issuer For With
5 To approve, by non-binding vote, compensation of named executive officers. For Issuer For With
6 To approve the 2013 employee stock purchase plan. For Issuer For With

GRACO INC.

Ticker Symbol:GGG Cusip Number:384109104
Record Date: 2/25/2013 Meeting Date: 4/26/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Recommend: A vote for election of the following nominees Eric P. Etchart, J. Kevin Gilligan, William G. Van Dyke For Issuer For With
2 Ratification of appointment of Deloitte & Touche LLP as the as the company's independent registered public accounting firm. For Issuer For With
3 Approval, on an advisory basis, of the compensation paid to our named executive officers as disclosed in the proxy statement. For Issuer For With
4 Approval of an amendment to the restated articles of incorporation to adopt majority voting for the election of directors. For Issuer For With

IDEXX LABORATORIES, INC.

Ticker Symbol:IDXX Cusip Number:45168D104
Record Date: 3/11/2013 Meeting Date: 5/8/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Jonathan W. Ayers, Robert J. Murray, M. Anne Szostak For Issuer For With
2 Advisory vote to approve executive compensation. To approve a nonbinding advisory resolution on the company's executive compensation program. For Issuer For With
3 Amendments to IDEXX Laboratories, Inc. 2009 stock incentive plan. To approve proposed amendments to our 2009 stock incentive plan. For Issuer For With
4 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. For Issuer For With

IHS INC.

Ticker Symbol:IHS Cusip Number:451734107
Record Date: 2/14/2013 Meeting Date: 4/10/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1.1 Election of Director: Roger Holtback 1.2 Election Director: Jean-Paul Montupet For Issuer Against With
2 Ratification of the appointment of independent registered public accountants. Against Issuer For With
3 An advisory vote to approve the compensation of named executive officers. For Issuer For With

IPG PHOTONICS CORPORATION

Ticker Symbol:IPGP Cusip Number:44980X109
Record Date: 4/10/2013 Meeting Date: 6/4/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: V.P. Gapontsev, Ph.D.; Eugene Scherbakov, Ph.D.; Igor Samartsev; Robert A. Blair; Michael C. Child; William F. Krupke, Ph.D.; Henry E.Gauther; William S. Hurley; John R. Peeler. For Issuer For With
2 To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of IPG Photonics Corporation for 2013. For Issuer For With

ITUIT INC.

Ticker Symbol:461202103 Cusip Number:TNTU
Record Date: 11/23/2012 Meeting Date: 1/17/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1A. - Election of Director: Christopher W. Brody 1B. - Election of Director: William V. Campbell 1C. - Election of Director: Scott D. Cook 1D. - Election of Director: Diane B. Greene 1E. - Election of Director: Edward A. Kangas 1F. - Election of Director: Suzanne Nora Johnson 1G. - Election of Director: Dennis D. Powell 1H. - Election of Director: Brad D. Smith 1I. - Election of Director: Jeff Weiner For Issuer For With
2 Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2013. For Issuer For With
3 Advisory vote to approve executive compensation. For Issuer For With
4 Approve the material terms of the performance goals under the Intuit Inc. senior executive incentive plan. For Issuer For With

MARKEL CORPORATION

Ticker Symbol:MKL Cusip Number:570535104
Record Date: 1/17/2013 Meeting Date: 2/26/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 To approve the issuance of Markel common stock, no par value per -->>> Share, under the agreement and plan of merger, dated as of December 18, 2012, among Al Terra Capital Holdings Limited, Markel and Commonwealth merger subsidiary limited, as required by New York stock exchange rules. For Issuer For With
2 To transact such other business, if any, as may lawfully be ----------->>> Brought before the Markel special meeting, including a proposal to approve an adjournment of the Markel special meeting for the solicitation of additional proxies from Markel shareholders in favor of the above proposal. Against Issuer For With

MARKEL CORPORATION

Ticker Symbol:MKL Cusip Number:570535104
Record Date: 3/7/2013 Meeting Date: 5/13/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 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 Director: Anthony F. Markel 1H. - Election of Director: Steven A. Markel 1I. - Election of Director: Jay M. Weinberg 1J. - Election of Director: Debora J. Wilson 1K. - Election of Director: K. Bruce Connell (Nomination is contingent on completion of the alterra merger) 1L. - Election of Director: Michael O'Reilly (Nomination is contingent on completion of the alterra merger) For Issuer For With
2 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, 2013. For Issuer For With

MICROS SYSTEMS, INC.

Ticker Symbol:MCRS Cusip Number:594901100
Record Date: 9/17/2012 Meeting Date: 11/16/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors recommend: a vote for election of the following nominees; 01-Louis M. Brown, Jr.; 02-B. Gary Dando; 03-A.L. Giannopoulos; 04-F. Suzanne Jeniches; 06-Dwight S. Taylor For Issuer For With
2 Proposal to ratify the appointment of PriceWaterHouseCoopers LLP as the independent registered public accounting firm of the company for the 2013 fiscal year. For Issuer For With
3 Proposal to amend the company's 1991 stock option plan to authorize the issuance of an additional 1,200,000 shares of common stock under the plan. For Issuer For With
4 Advisory vote on compensationof company's named executive officers. For Issuer For With

MORNINGSTAR, INC.

Ticker Symbol:MORN Cusip Number:617700109
Record Date: 3/15/2013 Meeting Date: 5/14/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 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: Gail Landis ------------------------>>> 1F. - Election of Director: Bill Lyons ------------------------->>> 1G. - Election of Director: Jack Noonan ------------------------->>> 1H. - Election of Director: Paul Sturm ------------------------->>> 1I. - Election of Director: Hugh Zentmyer ------------------------>>> For Issuer For With
2 Ratification of the appointment of KPMG LLP as MorningStar's ------>>> Independent registered public acconting firm for 2013. For Issuer For With

MYRIAD GENETIC

Ticker Symbol:MYGN Cusip Number:62855J104
Record Date: 10/8/2012 Meeting Date: 12/5/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director nominees: John T. Henderson, M.D.; S. Louise Phanstiel For Issuer For With
2 To approve proposed amendments to the company's 2010 employee, director and consultant equity incentive plan. Against Issuer Against Against
3 To approve the adoption of the company's 2012 employee stock purchase plan. For Issuer For With
4 To approve the adoption of the company's 2013 executive incentive plan. For Issuer For With
5 To ratify the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscalyear endng June 30, 2013. For Issuer For With
6 To approve, on an advisory basis, the compensation of the company's named executive officers, as disclosed in the proxy statement. For Issuer For With

NUANCE COMMUNICATIONS, INC.

Ticker Symbol:NUAN Cusip Number:67020Y100
Record Date: 12/4/2012 Meeting Date: 1/25/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nonimees 1A. - Election of Director: Paul A. Ricci ---------------------------->>> 1B. - Election of Director: Robert G Teresi ------------------------->>> 1C. - Election of Election: Robert J. Frankenberg --------------------->>> 1D. - Election of Director: Katherine A. Martin ----------------------->>> 1E. - Election of Director: Patrick T. Hackett ------------------------->>> 1F. - Election of Director: William H. Janeway ------------------------->>> 1G. - Election of Director: Mark B. Myers --------------------------->>> 1H. - Election of Director: Philip J. Quigley -------------------------->>> 1I. - Election of Director: Mark R. Laret ---------------------------->>> For Issuer Against With
2 To approve an amendment to the amended and restated 2000 Stock ---->>> Plan. Against Issuer For With
3 To approve non-binding advisory resolution regarding executive ---->>> Compensation. Against Issuer For With
4 To ratify the appointment of BDO USA, LLP as the company's ------------>>> Independent registered public accounting firm for the fiscal year ending September 30, 2013. For Issuer For With

POLARIS INDUSTRIES INC.

Ticker Symbol:PII Cusip Number:731068102
Record Date: 2/28/2013 Meeting Date: 4/25/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Recommend: A vote for election of the following nominees 01- Brian C. Cornell For Issuer For With
2 Ratification if the selection of Ernst & Young LLP as the --------------->>> Independent registered public accounting firm for 2013. For Issuer For With
3 Advisory vote to approve the compensation of our named executive -->>> Offficers. For Issuer For With

QLIK TECHNOLOGIES INC.

Ticker Symbol:QLIK Cusip Number:74733T105
Record Date: 3/21/2013 Meeting Date: 5/18/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees John Gavin, Jr., Alexander Ott For Issuer For With
2 To ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2013. For Issuer For With
3 Advisory vote to approve named executive officer compensation. For Issuer For With

QUALITY SYSTEMS, INC.

Ticker Symbol:QSII Cusip Number:747582104
Record Date: 6/18/2012 Meeting Date: 8/16/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of Directors:Cumulative vote for Patrick Cline only. Total number of votes equal 3,200,292. For Issuer For With
2 The company's proposal to approve the non-binding advisory resolution of executive compensation lften referred to as "Say on Pay" Against Issuer Against Against
3 The company's proposal to ratify the appointment of PriceWaterHouseCoopers LLP as the company's independent registered public accounting firm for the fiscalyear ending March 31, 2013. For Issuer For With

RITCHIE BROS. AUCTIONEERS INCORPORATED

Ticker Symbol:RBA Cusip Number:767744105
Record Date: 3/14/2013 Meeting Date: 4/25/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01-Robert Waugh Murdoch, 02-Peter James Blake, 03-Eric Patel, 04-Beverley Anne Briscore, 05-Edward B. Pitoniak, 06-Christopher Zimmerman, 07-Robert George Elton For Issuer For With
2 To set the number of directors at 7. --------->>> For Issuer For With
3 Appointment of Ernst & Young LLP as auditors of the company for --->>> The ensuing year and authorizing the directors to fix their remuneration. For Issuer For With
4 Approval of the reconfirmation of the shareholder rights plan in -->>> Accordance with the shareholder rights plan agreement dated as of February 27, 2007 between the company and computershare investor services inc., the full text of whech resolution is set out in scheule "A" to the information circular of the company dated March 21, 2013. For Issuer For With

ROLLINS, INC.

Ticker Symbol:ROL Cusip Number:775711104
Record Date: 3/1/2013 Meeting Date: 4/23/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01-Bill J. Dismuke, 02-Thomas J. Lawley, MD, 03-John F. Wilson For Issuer For With
2 To approve the performance-based incentive cash compensation ----------->>> Plan for exective officers. For Issuer For With
3 To ratify the appointment of Grant Thornton LLP as independent ------->>> Registerd public accounting firm of the company for 2013. For Issuer For With

SIRONA DENTAL SYSTEMS, INC.

Ticker Symbol:SIRO Cusip Number:82966C103
Record Date: 12/24/2012 Meeting Date: 2/20/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Simone Blank & Timothy P. Sullivan For Issuer For With
2 To ratify the selection of KPMG AG, Wirtschaftsprufungsgesellschaft, Frankfurt, Germany ("KPMG")as the company's independent auditor for the fiscal year ending September 30, 2013. For Issuer For With
3 To approve, on an advisory basis, the compensation of the company's named executive officers as disclosed in the proxy statement the board of directors recommends a vote against proposal 4. For Issuer For With
4 To approve, on an advisory basis, a shareholder proposal to declassify the board of directors of the company. Against Issuer For With

SM ENERGY COMPANY

Ticker Symbol:SM Cusip Number:78454L100
Record Date: 3/25/2013 Meeting Date: 5/22/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 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: Loren M. Leiker 1G. Election of Director: Julio M. Quintana 1H. Election of Director: John M. Seidl 1I. Election of Director: William D. Sullivan For Issuer For With
2 The proposal to ratify the appointment by the audit committee of Ernst & Young LLP as our independent registered public accounting firm for 2013. For Issuer For With
3 To approve, on a non-binding advisory basis, the compensation philosophy, policies and procedures, and the compensation of our company's named executive officers, as disclosed in the accompanying proxy statement. For Issuer For With
4 The proposal to approve the amendment and restatement of the equity incentive compensation plan, including an amendment to increase the total number of shares authorized for issuance under the plan. For Issuer For With
5 The proposal to reapprove our cash bonus plan. For Issuer For With

TECHNE CORPORATION

Ticker Symbol:TECH Cusip Number:878377100
Record Date: 8/31/2012 Meeting Date: 10/25/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Thomas E. Oland; Roger C. Lucas, PH.D.; Howard V. O'Connell; Randolph C. Steer, M.D., PH.D.; Robert V. Baumgartner; Charles A. Dinarello, M.D.; Karen A. Holbrook, PH.D.; John L. Higgins; Roeland Nusse PH.D. For Issuer For With
2 To set the number of directors at nine. For Issuer For With
3 An advisory non-binding vote on named executive officer compensation. For Issuer For With
4 Amend Techne Corporation's articles of incorporation to implement a majority voting standard for uncontested director elections. For Issuer For With
5 Ratify the appointment of KPMG LLP as registered public accounting firm for the fiscal year ending June 30, 2013. For Issuer For With

THE J.M. SMUCKER COMPANY

Ticker Symbol:SJM Cusip Number:832696405
Record Date: 6/18/2012 Meeting Date: 8/15/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1A. - Election of Director: Paul J. Dolan --------------------->>> 1B. - Election of Director: Nancy Lopez Knight -------------->>> 1C. - Election of Director: Gary A. Oatey ----------------------->>> 1D. - Election of Director: Alex Shumate ------------------>>> 1E. - Election of Director: Timothy P. Smucker ------------------------>>> For Issuer For With
2 Ratification of appointment of Ernst & Young LLP as the ------------>>> Company's independent registered public accounting firm for the 2013 fiscal year. For Issuer For With
3 Advisory approval of the company's executive compensation. ---------->>> Board recommends you vote "Against" Proposals 4 & 5. For Issuer For With
4 Shareholder proposal urging directors to act to repeal the ----------->>> Classified Board of Directors. For Issuer For With
5 Shareholder proposal requesting an expanded green coffee ------------->>> Sustainability plan. Against Issuer For With

TRACTOR SUPPLY COMPANY

Ticker Symbol:TSCO Cusip Number:892356106
Record Date: 3/8/2013 Meeting Date: 5/2/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 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, Gregory A. Sandfort For Issuer For With
2 To ratify the reappointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2013. For Issuer For With
3 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: 3/8/2013 Meeting Date: 5/7/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 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, Mark S. Peek, Nicholas W. Vande Steeg For Issuer For With
2 To approve the compensation for our named executive officers. For Issuer For With
3 To ratify the appointment of Ernest & Young LLP as the independent auditor of the company for the fiscal year ending January 3, 2014. For Issuer For With

URBAN OUTFITTERS, INC.

Ticker Symbol:URBN Cusip Number:917047102
Record Date: 3/13/2013 Meeting Date: 5/28/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Scott A. Belair; Robert H. Strouse; Margaret Hayne. Against Issuer N/A N/A
2 Re-approval of the performance goals included in the Urban Outfitters 2008 stock incentive plan. For Issuer For With
3 Approval of the amendment to the company's amended and restated articles of incorporation. For Issuer For With
4 Ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2014. The board of directors recommends a vote "against" proposals 5 and 6. For Issuer For With
5 Shareholder proposal regarding independent board chair. For Issuer For With
6 Shareholder proposal regarding board nominee requirements. For Issuer For With

VERISK ANALYTICS INC

Ticker Symbol:VRSK Cusip Number:92345Y106
Record Date: 3/18/2013 Meeting Date: 5/15/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees John F. Lehman, Andrew G. Mills, Constantine P. Iordanou, Scott G. Stephenson For Issuer For With
2 To approve executive compensation on an advisory, non-binding basis. For Issuer For With
3 To approve the 2013 equity incentive plan. For Issuer For With
4 To approve the annual incentive plan. For Issuer For With
5 To ratify the appointment of Deloitte & Touche LLP as our independent auditor for the 2013 fiscal year. For Issuer For With


* Management Recommended Vote
Institutional Advisors LargeCap Fund

AMGEN, INC.

Ticker Symbol:AMGN Cusip Number:031162100
Record Date: 3/25/2013 Meeting Date: 5/22/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors for a term of office expiring at the 2014 annual meeting of stockholders: 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) Mr. Robert A. Eckert, 1g) Dr. Rebecca M. Henderson, 1h) Mr. Frank C. Herringer, 1i) Dr. Tyler Jacks, 1j) Dr. Gilbert S. Omenn, 1k) Ms. Judith C. Pelham, 1l) Mr. Leonard D. Schaeffer, 1m) Dr. Ronald D. Sugar For Issuer For With
02 To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2013. For Issuer For With
03 Advisory vote to approve our executive compensation. For Issuer For With
04 Approval of our proposed Amended and Restated 2009 Equity Incentive Plan. For Issuer For With

APPLE INC.

Ticker Symbol:AAPL Cusip Number:037833100
Record Date: 1/2/2013 Meeting Date: 2/27/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 01) William Campbell, 02) Timothy Cook, 03) Millard Drexler, 04) Al Gore, 05) Robert Iger, 06) Andrea Jung, 07) Arthur Levinson, 08) Ronald Sugar For Issuer For With
02 Amendment of Apples's Restated Articles of Incorporation to (I) eliminate certain language relating to the term of office of directors in order to facilitate the adoption of majority voting for the election of directors, (II) eliminate "blank check" preferred stock, (III) establish a par value for the Company's common stock of $0.00001 per share, and IV) make other conforming changes as described in more detail in Apple's Proxy Statement. For Issuer For With
03 Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2013. For Issuer For With
04 A non-binding advisory resolution to approve executive compensation. For Issuer For With
05 A shareholder proposal entitled "Executives to Retain Significant Stock." Against Stockholder Against With
06 A shareholder proposal entitled "Board Committee on Human Rights." Against Stockholder Against With

AT&T INC.

Ticker Symbol:T Cusip Number:00206R102
Record Date: 2/27/2013 Meeting Date: 4/26/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Randall L. Stephenson, 1b) Gilbert F. Amelio, 1c) Reuben V. Anderson, 1d) James H. Blanchard, 1e) Jaime Chico Pardo, 1f) Scott T. Ford, 1g) James P. Kelly, 1h) Jon C. Madonna, 1i) Michael B. McCallister, 1j) John B. McCoy, 1k) Joyce M. Roche, 1l) Matthew K. Rose, 1m) Laura D'Andrea Tyson For Issuer For With
02 Ratification of appointment of independent auditors For Issuer For With
03 Advisory approval of executive compensation. For Issuer For With
04 Approve Stock Purchase and Deferral Plan. For Issuer For With
05 Stockholder Proposal - Political contributions report. Against Stockholder Against With
06 Stockholder Proposal - Lead batteries report. Against Stockholder Against With
07 Stockholder Proposal - Compensation packages. Against Stockholder Against With
08 Stockholder Proposal - Independent board chairman. Against Stockholder Against With

BALL CORPORATION

Ticker Symbol:BLL Cusip Number:058498106
Record Date: 3/1/2013 Meeting Date: 4/24/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1) Hanno C. Fiedler, 2) John F. Lehman, 3) Georgia R. Nelson For Issuer For With
02 To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Corporation for 2013. For Issuer For With
03 To approve the 2013 Cash and Stock Incentive Plan. For Issuer For With
04 To approve, by non-binding vote, the compensation paid to the named executive officers. For Issuer For With
05 To consider a shareholder proposal, if properly presented, to provide that director nominees shall be elected by majority vote. Against Stockholder Against With

BAXTER INTERNATIONAL, INC.

Ticker Symbol:BAX Cusip Number:071813109
Record Date: 3/11/2013 Meeting Date: 5/7/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Thomas F. Chen, 1b) Blake E. Devitt, 1c) John D. Forsyth, 1d) Gail D. Fosler, 1e) Carole J. Shapazian For Issuer For With
02 Ratification of independent registered public accounting firm For Issuer For With
03 Approval of named executive officer compensation For Issuer For With
04 Amendment of Article SIXTH of the Amended and Restated Certificate of Incorporation eliminating the classified structure of the Board of Directors For Issuer For With
05 Amendment of the Amended and Restated Certificate of Incorporation granting holders of at least 25% of outstanding common stock the right to call a special meeting of shareholders For Issuer For With

C. H. ROBINSON WORLDWIDE, INC.

Ticker Symbol:CHRW Cusip Number:12541W209
Record Date: 3/11/2013 Meeting Date: 5/9/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Scott P. Anderson, 1b) Mary J. Steele Guilfoile, 1c) Jodee A. Kozlak, 1d) Rebecca Koenig Roloff For Issuer For With
02 To approve, by non-binding vote, named executive officer compensation. For Issuer For With
03 To approve the C.H. Robinson Worldwide, Inc. 2013 Equity Incentive Plan. For Issuer For With
04 Ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2013. For Issuer For With

CHEVRON CORPORATION

Ticker Symbol:CVX Cusip Number:166764100
Record Date: 4/3/2013 Meeting Date: 5/29/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Director: 1a) L.F. Deily, 1b) R.E. Denham, 1c) A.P. Gast, 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
02 Ratification of Appointment of Independent Registered Public Accounting Firm For Issuer For With
03 Advisory Vote to Approve Named Executive Officer Compensation For Issuer For With
04 Approval of Amendments to Long-Term Incentive Plan For Issuer For With
05 Shale Energy Operations Against Stockholder Against With
06 Offshore Oil Wells Against Stockholder Against With
07 Climate Risk Against Stockholder Against With
08 Lobbying Disclosure Against Stockholder Against With
09 Cessation of Use of Corporate Funds for Political Purposes Against Stockholder Against With
10 Cumulative Voting Against Stockholder Against With
11 Special Meetings Against Stockholder Against With
12 Independent Director with Environmental Expertise Against Stockholder Against With
13 Country Selection Guidelines Against Stockholder Against With

COLGATE-PALMOLIVE COMPANY

Ticker Symbol:CL Cusip Number:194162103
Record Date: 3/11/2013 Meeting Date: 5/10/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 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
02 Ratify selection of PricewaterhouseCoopers LLP as Colgate's independent registered public accounting firm. For Issuer For With
03 Advisory Vote on Executive Compensation. For Issuer For With
04 Approve the Colgate-Palmolive Company 2013 Incentive Compensation Plan. For Issuer For With
05 Stockholder Proposal on Executive Stock Retention Requirement. Against Stockholder Against With

DARDEN RESTURANTS, INC.

Ticker Symbol:DRI Cusip Number:237194105
Record Date: 7/23/2012 Meeting Date: 9/18/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 01) Michael W. Barnes, 02) Leonard L. Berry, 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, 13) William S. Simon For Issuer For With
02 To approve a resolution providing advisory approval of the Company's executive compensation. For Issuer For With
03 To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 26, 2013. For Issuer For With

DISCOVER FINANCIAL SERVICES

Ticker Symbol:DFS Cusip Number:254709108
Record Date: 2/19/2013 Meeting Date: 4/17/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1) Jeffrey S. Aronin, 2) Mary K. Bush, 3) Gregory C. Case, 4) Cynthia A. Glassman, 5) Richard H. Lenny, 6) Thomas G. Maheras, 7) Michael H. Moskow, 8) David W. Nelms, 9) E. Follin Smith, 10) Mark A. Thierer, 11) Lawrence A. Weinbach For Issuer For With
02 Advisory vote to approve named executive officer compensation. For Issuer For With
03 To ratify the 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: 4/4/2013 Meeting Date: 5/29/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Director: 01) M.J. Boskin For Issuer For With
01 Election of Director: 02) P. Brabeck-Letmathe For Issuer For With
01 Election of Director: 03) U.M. Burns For Issuer For With
01 Election of Director: 04) L.R. Faulkner For Issuer For With
01 Election of Director: 05) J.S. Fishman For Issuer For With
01 Election of Director: 06) H.H. Fore For Issuer For With
01 Election of Director: 07) K.C. Frazier For Issuer For With
01 Election of Director: 08) W.W. George For Issuer For With
01 Election of Director: 09) S.J. Palmisano Against Issuer For Against
01 Election of Director: 10) S.S. Reinemund For Issuer For With
01 Election of Director: 11) R.W. Tillerson For Issuer For With
01 Election of Director: 12) W.C. Weldon For Issuer For With
01 Election of Director: 13) E.E. Whitacre, Jr. For Issuer For With
02 Ratification of Independent Auditors (page 60) For Issuer For With
03 Advisory Vote to Approve Executive Compensation (page 61) For Issuer For With
04 Independent Chairman (page 63) Against Stockholder Against With
05 Majority Vote for Directors (page 64) Against Stockholder Against With
06 Limit Directorships (page 65) Against Stockholder Against With
07 Report on Lobbying (page 66) Against Stockholder Against With
08 Political Contributions Policy (page 67) Against Stockholder Against With
09 Amendment of EEO Policy (page 69) Against Stockholder Against With
10 Report on Natural Gas Production (page 70) Against Stockholder Against With
11 Greenhouse Gas Emissions Goals (page 72) Against Stockholder Against With

FLOWSERVE CORPORATION

Ticker Symbol:FLS Cusip Number:34354P105
Record Date: 3/28/2013 Meeting Date: 5/23/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 01) Gayla J. Delly, 02) Rick J. Mills, 03) Charles M. Rampacek, 04) William C. Rusnack For Issuer For With
02 Advisory vote on executive compensation. For Issuer For With
03 Approve an amendment to the Restated Certificate of Incorporation of Flowserve Corporation to increase the number of authorized shares of common stock. For Issuer For With
04 Ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for 2013. For Issuer For With
05 A shareholder proposal requesting the Board of Directors take action to permit shareholder action by written consent. For Stockholder Against Against

GENERAL MILLS, INC.

Ticker Symbol:GIS Cusip Number:370334104
Record Date: 7/26/2012 Meeting Date: 9/24/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 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
02 Cast an advisory vote on executive compensation. For Issuer For With
03 Ratify the appointment of KPMG LLP as General Mills' independent registered public accounting firm. For Issuer For With

INTEL CORPORATION

Ticker Symbol:INTC Cusip Number:458140100
Record Date: 3/18/2013 Meeting Date: 5/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Charlene Barshefsky, 1b) Andy D. Bryant, 1c) Susan L. Decker, 1d) John J. Donahoe, 1e) Reed E. Hundt, 1f) James D. Plummer, 1g) David S. Pottruck, 1h) Frank D. Yeary, 1i) David B. Yoffie For Issuer For With
02 Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for the current year For Issuer For With
03 Advisory vote to approve executive compensation For Issuer For With
04 Approval of amendment and extention of the 2006 Equity Incentive Plan For Issuer For With
05 Stockholder proposal titled "Executives to Retain Significant Stock" Against Stockholder Against With

INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker Symbol:IBM Cusip Number:459200101
Record Date: 3/1/2013 Meeting Date: 4/30/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors for a Term of One Year (Pages 5-7): 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) V.M. Rometty, 1k) J.E. Spero, 1l) S. Taurel, 1m) L.H. Zambrano For Issuer For With
02 Ratification of Appointment of Independent Registered Public Accouting Firm (Page 71) For Issuer For With
03 Advisory Vote on Executive Compensation (Page 72) For Issuer For With
04 Shareholder Proposal for Disclosure of Lobbying Policies and Practices (Page 73) Against Stockholder Against With
05 Stockholder Proposal on the Right to Act by Written Consent (Page 74) For Stockholder Against Against
06 Stockholder Proposal on Independent Board Chair (Page 75) Against Stockholder Against With
07 Stockholder Proposal for Executives to Retain Significant Stock (Page 76) Against Stockholder Against With

JOHNSON & JOHNSON

Ticker Symbol:JNJ Cusip Number:478160104
Record Date: 2/26/2013 Meeting Date: 4/25/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 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) A. Eugene Washington, 1l) Ronald A. Williams For Issuer For With
02 Advisory Vote to Approve Named Executive Officer Compensation For Issuer For With
03 Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2013. For Issuer For With
04 Shareholder Proposal - Executives to Retain Significant Stock Against Stockholder Against With
05 Shareholder Proposal on Political Contributions and Corporate Values. Against Stockholder Against With
06 Shareholder Proposal on Independent Board Chairman. Against Stockholder Against With

LABORATORY CORP. OF AMERICA HOLDINGS

Ticker Symbol:LH Cusip Number:50540R409
Record Date: 3/11/2013 Meeting Date: 5/11/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Kerrii B. Anderson, 1b) Jean-Luc Belingard, 1c) David P. King, 1d) Wendy E. Lane, 1e) Robert E. Mittelstaedt, Jr., 1f) Peter M. Neupert, 1g) Arthur H. Rubenstein, MBBCh, 1h) Adam H. Schechter, 1i) M. Keith Weikel, Ph.D., 1j) R. Sanders Williams, M.D. For Issuer For With
02 To approve, by non-binding vote, executive compensation. For Issuer For With
03 Ratification of the appointment of PricewaterhouseCoopers LLP as Laboratory Corporation of America Holdings' independent registered public accounting firm for 2013. For Issuer For With

MACY'S

Ticker Symbol:M Cusip Number:55616P104
Record Date: 3/22/2013 Meeting Date: 5/17/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Stephen F. Bollenbach, 1b) Deirdre P. Connelly, 1c) Meyer Feldberg, 1d) Sara Levinson, 1e) Terry J. Lundgren, 1f) Joseph Neubauer, 1g) Joyce M. Roche, 1h) Paul C. Varga, 1i) Craig E. Weatherup, 1j) Marna C. Whittington For Issuer For With
02 The proposed ratification of the appointment of KPMG LLP as Macy's independent registered public accounting firm for the fiscal year ending February 1, 2014. For Issuer For With
03 Advisory vote to approve named executive officer compensation. For Issuer For With

MARSH & MCLENNAN COMPANIES, INC.

Ticker Symbol:MMC Cusip Number:571748102
Record Date: 3/18/2013 Meeting Date: 5/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Zachary W. Carter, 1b) Oscar Fanjul, 1c) Daniel S. Glaser, 1d) H. Edward Hanway, 1e) Lord Lang of Monkton, 1f) Elaine La Roche, 1g) Steven A. Mills, 1h) Bruce P. Nolop, 1i) Marc D. Oken, 1j) Morton O. Schapiro, 1k) Adele Simmons, 1l) Lloyd M. Yates, 1m) R. David Yost For Issuer For With
02 Advisory (nonbinding) vote to approve named executive officer compensation For Issuer For With
03 Ratification of Selection of Independent Registered Public Accounting Firm. For Issuer For With

MCKESSON CORPORATION

Ticker Symbol:MCK Cusip Number:58155Q103
Record Date: 5/31/2012 Meeting Date: 7/25/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 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, M.D., 1h) Edward A. Mueller, 1i) Jane E. Shaw, Ph.D. For Issuer For With
02 Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2013. For Issuer For With
03 Advisory vote on executive compensation. For Issuer For With
04 Stockholder proposal on action by written consent of stockholders. For Stockholder Against Against
05 Stockholder proposal on an independent board chairman. Against Stockholder Against With
06 Stockholder proposal on significant executive stock retention until reaching normal retirement age. Against Stockholder Against With
07 Stockholder proposal on accelerated vesting of equity awards. Against Stockholder Against With

MICROSOFT CORPORATION

Ticker Symbol:MSFT Cusip Number:594918104
Record Date: 9/14/2012 Meeting Date: 11/28/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 01) Steven A. Ballmer, 02) Dina Dublon, 03) William H. Gates, III, 04) Maria M. Klawe, 05) Stephen J. Luczo, 06) David F. Marquardt, 07) Charles H. Noski, 08) Helmut Panke, 09) John W. Thompson For Issuer For With
10 Advisory vote on Named Executive Officer Compensation For Issuer For With
11 Approval of Employee Stock Purchase Plan For Issuer For With
12 Ratification of Deloitte & Touche LLP as our independent auditor for fiscal year 2013 For Issuer For With
13 Shareholder proposal - Adopt cumulative voting Against Stockholder Against With

ORACLE CORPORATION

Ticker Symbol:ORCL Cusip Number:68389X105
Record Date: 9/10/2012 Meeting Date: 11/7/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 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
02 Advisory vote to approve executive compensation. For Issuer For With
03 Approval of increase in shares under the Directors' stock plan. For Issuer For With
04 Ratification of the selection of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2013. For Issuer For With
05 Stockholder proposal regarding multiple performance metrics. Against Stockholder Against With
06 Stockholder proposal regarding independent board chairman. Against Stockholder Against With
07 Stockholder proposal regarding equity retention policy Against Stockholder Against With
08 Stockholder proposal regarding equity acceleration upon a change in control of Oracle. Against Stockholder Against With

PARKER-HANNIFIN CORPORATION

Ticker Symbol:PH Cusip Number:701094104
Record Date: 8/31/2012 Meeting Date: 10/24/2012
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 01) Robert G. Bohn, 02) Linda S. Harty, 03) William E. Kassling, 04) Robert J. Kohlhepp, 05) Klaus-Peter Muller, 06) Candy M. Obourn, 07) Joseph M. Scaminace, 08) Wolfgang R. Schmitt, 09) Ake Svensson, 10) James L. Wainscott, 11) Donald E. Washkewicz For Issuer For With
02 Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending June 30, 2013. For Issuer For With
03 Approval of, on a non-binding, advisory basis, the compensation of our named executive officers. For Issuer For With
04 Approval of the amended and restated Parker-Hannifin Corporation 2009 Omnibus Stock Incentive Plan. For Issuer For With
05 Shareholder proposal to amend our code of regulations to separate the roles of Chairman of the Board and Chief Exeutive Officer. Against Stockholder Against With

PEPSICO, INC.

Ticker Symbol:PEP Cusip Number:713448108
Record Date: 3/7/2013 Meeting Date: 5/1/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) S.L. Brown, 1b) G.W. Buckley, 1c) I.M. Cook, 1d) D. Dublon, 1e) V.J. Dzau, 1f) R.L. Hunt, 1g) A. Ibarguen, 1h) I.K. Nooyi, 1i) S.P. Rockefeller, 1j) J.J. Schiro, 1k) L.G. Trotter, 1l) D. Vasella, 1m) A. Weisser For Issuer For With
02 Ratify the appointment of KPMG LLP as our independent registered public accountants for fiscal year 2013 For Issuer For With
03 Advisory resolution to approve executive compensation For Issuer For With

PFIZER INC.

Ticker Symbol:PFE Cusip Number:717081103
Record Date: 2/27/2013 Meeting Date: 4/25/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 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) Suzanne Nora Johnson, 1k) Ian C. Read, 1l) Stephen W. Sanger, 1m) Marc Tessier-Lavigne For Issuer For With
02 Ratify the selection of KPMG LLP as independent registered public accounting firm for 2013. For Issuer For With
03 Advisory approval of executive compensation. For Issuer For With
04 Shareholder proposal regarding executive equity retention. Against Stockholder Against With
05 Shareholder proposal regarding action by written consent. For Stockholder Against Against

QUALCOMM INCORPORATED

Ticker Symbol:QCOM Cusip Number:747525103
Record Date: 1/7/2013 Meeting Date: 3/5/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01A Election of Director: Barbara T. Alexander For Issuer For With
01B Election of Director: Donald G. Cruickshank For Issuer For With
01C Election of Director: Raymond V. Dittamore For Issuer For With
01D Election of Director: Susan Hockfield Against Issuer For Against
01E Election of Director: Thomas W. Horton For Issuer For With
01F Election of Director: Paul E. Jacobs For Issuer For With
01G Election of Director: Sherry Lansing For Issuer For With
01H Election of Director: Duane A. Nelles For Issuer For With
01I Election of Director: Francisco Ros For Issuer For With
01J Election of Director: Brent Scowcroft For Issuer For With
01K Election of Director: Marc I. Stern For Issuer For With
02 To approve the 2006 Long-Term Incentive Plan, as amended, which includes an increase in the share reserve by 90,000,000 shares. For Issuer For With
03 To ratify the selection of Pricewaterhousecoopers LLP as our independent public accountants for our fiscal year ending September 29, 2013. For Issuer For With
04 Advisory approval of the Company's Executive Compensation. For Issuer For With

RAYTHEON COMPANY

Ticker Symbol:RTN Cusip Number:755111507
Record Date: 4/9/2013 Meeting Date: 5/30/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) James E. Cartwright, 1b) Vernon E. Clark, 1c) Stephen J. Hadley, 1d) Michael C. Ruettgers, 1e) Ronald L. Skates, 1f) William R. Spivey, 1g) Linda G. Stuntz, 1h) William H. Swanson For Issuer For With
02 Advisory vote on executive compensation For Issuer For With
03 Ratification of Independent Auditors For Issuer For With
04 Shareholder proposal regarding political expenditures Against Stockholder Against With
05 Shareholder proposal regarding action by written consent For Stockholder Against Against
06 Shareholder proposal regarding supplemental executive retirement plans Against Stockholder Against With
07 Shareholder proposal regarding accelerated vesting of equity awards upon a change in control Against Stockholder Against With

THE MCGRAW-HILL COMPANIES, INC.

Ticker Symbol:MHP Cusip Number:580645109
Record Date: 3/11/2013 Meeting Date: 5/1/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Pedro Aspe, 1b) Sir Winfried Bischoff, 1c) William D. Green, 1d) Charles E. Haldeman, Jr., 1e) Linda Koch Lorimer, 1f) Harold McGraw III, 1g) Robert P. McGraw, 1h) Hilda Ochoa-Brillembourg, 1i) Sir Michael Rake, 1j) Edward B. Rust, Jr., 1k) Kurt L. Schmoke, 1l) Sidney Taurel, 1m) Richard E. Thornburgh For Issuer For With
02 Vote to amend the Company's Restated Certificate of Incorporation to change the name of the Company to "McGraw Hill Financial, Inc." from "The McGraw-Hill Companies, Inc." For Issuer For With
03 Vote to approve, on an advisory basis, the executive compensation program for the Company's named executive officers For Issuer For With
04 Vote to ratify the appointment of Ernst & Young LLP as our independent Registered Public Accounting Firm for 2013 For Issuer For With
05 Shareholder proposal requesting shareholder action by written consent For Stockholder Against Against

THE TJX COMPANIES, INC.

Ticker Symbol:TJX Cusip Number:872540109
Record Date: 4/15/2013 Meeting Date: 6/11/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 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) Dawn G. Lepore, 1i) Carol Meyrowitz, 1j) John F. O'Brien, 1k) Willow B. Shire For Issuer For With
02 Ratification of appointment of independent registered public accounting firm for fiscal 2014. For Issuer For With
03 Approval of stock incentive plan amendments and material terms of performance goals under the plan. For Issuer For With
04 Say on Pay: Advisory approval of TJX's Executive Compensation. For Issuer For With

U.S. BANCORP

Ticker Symbol:USB Cusip Number:902973304
Record Date: 2/20/2013 Meeting Date: 4/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Douglas M. Baker, Jr., 1b) Y. Marc Belton, 1c) Victoria Buyniski Gluckman, 1d) Arthur D. Collins, Jr. 1e) Richard K. Davis, 1f) Roland A. Hernandez, 1g) Doreen Woo Ho, 1h) Joel W. Johnson, 1i) Olivia F. Kirtley, 1j) Jerry W. Levin, 1k) David B. O'Maley, 1l) O'dell M. Owens, M.D., M.P.H., 1m) Craig D. Schnuck, 1n) Patrick T. Stokes For Issuer For With
02 Ratification of selection of Ernst & Young LLP as our independent auditor for the 2013 fiscal year. For Issuer For With
03 Advisory vote to approve the compensation of our executives disclosed in the proxy statement. For Issuer For With
04 Shareholder Proposal: Adoption of a policy requiring that the Chairman of the Board be an independent director. Against Stockholder Against With

UNION PACIFIC CORPORATION

Ticker Symbol:UNP Cusip Number:907818108
Record Date: 2/28/2013 Meeting Date: 5/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) A.H. Card, Jr., 1b) E.B. Davis, Jr., 1c) T.J. Donohue, 1d) A.W. Dunham, 1e) J.R. Hope, 1f) J.J. Koraleski, 1g) C.C. Krulak, 1h) M.R. McCarthy, 1i) M.W. McConnell, 1j) T.F. McLarty III, 1k) S.R. Rogel, 1l) J.H. Villarreal, 1m) J.R. Young For Issuer For With
02 Ratification of the Appointment of Deloitte & Touche as the independent registered public accounting firm. For Issuer For With
03 An advisory vote on executive compensation ("Say on Pay"). For Issuer For With
04 Adopt the Union Pacific Corporation 2013 Stock Incentive Plan. For Issuer For With
05 Shareholder proposal regarding lobbying activities if properly presented at the Annual Meeting. Against Stockholder Against With

UNITED TECHNOLOGIES CORPORATION

Ticker Symbol:UTX Cusip Number:913017109
Record Date: 3/1/2013 Meeting Date: 4/29/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 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) Marshall O. Larsen, 1h) Harold McGraw III, 1i) Richard B. Myers, 1j) H. Patrick Swygert, 1k) Andre Villeneuve, 1l) Christine Todd Whitman For Issuer For With
02 Appointment of the firm of PricewaterhouseCoopers LLP as Independent Auditor for 2013. For Issuer For With
03 Advisory vote to approve the compensation of our named executive officers. For Issuer For With

VF CORPORATION

Ticker Symbol:VFC Cusip Number:918204108
Record Date: 3/2/2013 Meeting Date: 4/23/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 01) Richard T. Carucci, 2) Juliana L. Chugg, 03) George Fellows, 04) Clarence Otis, Jr., 05) Matthew J. Shattock For Issuer For With
02 Advisory vote to approve named executive officer compensation. For Issuer For With
03 Approval of VF's amended and restated executive incentive compensation plan (the "EIC Plan Proposal"). For Issuer For With
04 Ratification of the selection of PricewaterhouseCoopers LLP as VF's independent registered public accounting firm for the 2013 fiscal year. For Issuer For With

WALGREEN CO.

Ticker Symbol:WAG Cusip Number:931422109
Record Date: 11/12/2012 Meeting Date: 1/9/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Janice M. Babiak, 1b) David J. Brailer, 1c) Steven A. Davis, 1d) William C. Foote, 1e) Mark P. Frissora, 1f) Ginger L. Graham, 1g) Alan G. McNally, 1h) Dominic P. Murphy, 1i) Stefano Pessina, 1j) Nancy M. Schlichting, 1k) Alejandro Silva, 1l) James A. Skinner, 1m) Gregory D. Wasson For Issuer For With
02 Advisory vote to approve named executive officer compensation. For Issuer For With
03 Approval of the Walgreen Co. 2013 Omnibus Incentive Plan. For Issuer For With
04 Ratify the appointment of Deloitte & Touche LLP as Walgreen Co.'s independent registered public accounting firm. For Issuer For With
05 Shareholder proposal on a policy regarding accelerated vesting of equity awards of senior executives upon a change in control. Against Stockholder Against With

WISCONSIN ENERGY CORPORATION

Ticker Symbol:WEC Cusip Number:976657106
Record Date: 2/21/2013 Meeting Date: 5/2/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 01) John F. Bergstrom, 02) Barbara L. Bowles, 03) Patricia W. Chadwick, 04) Curt S. Culver, 05) Thomas J. Fischer, 06) Gale E. Klappa, 07) Henry W. Knueppel, 08) Ulice Payne, Jr., 09) Mary Ellen Stanek For Issuer For With
02 Ratification of Deloitte & Touche LLP as Independent Auditors for 2013. For Issuer For With
03 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: August 12, 2013


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