N-PX 1 conestinstnpx201407.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, 2014


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: 3/24/2014 Meeting Date: 5/20/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1.1 - 1.2 - Election of Director: Jerry R. Levine ------------------->>> For Issuer For With
1.2 Election of Jerry R. Levine For Issuer For Against
2 Proposal to amend the company's articles of incorporation to ------->>> Increase its total authorized common shares from 50,000,000 to 250,000,000. For Issuer For With
3 Proposal to amend the company's long-term incentive plan to ------->>> Authorize an additional 500,000 shares for issuance thereunder. For Issuer For With
4 Proposal to approve, on an advisory basis, a resolution on the ---->>> Compensation of Aaon's named executive officers at set forth in the proxy statement. For Issuer For With
5 Proposal to approve, on an advisory basis, the frequency at ----------->>> Which Aaon should seek an advisory vote regarding the compensation of Aaon's named executive officers. 1 Year. For Issuer For With

ABAXIS, INC.

Ticker Symbol:ABAX Cusip Number:002567105
Record Date: 8/30/2013 Meeting Date: 10/13/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Clinton H. Severson, Richard J. Bastiani PHD, Michael D. Casey, Henk J. Evenhuis For Issuer For With
2 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
3 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, 2014. For Issuer For With

ABAXIS, INC.

Ticker Symbol:ABAX Cusip Number:002567105
Record Date: 8/30/2013 Meeting Date: 10/23/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors recommend: a vote for election of the following nominees: 1-Clinton H. Severson,2-Richard J. Bastiani, Ph.D, 3-Michael D. Casey, 4-Henk H. Evenhuis For Issuer For With
2 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
3 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 3, 2014. For Issuer For With

ACACIA RESEARCH CORPORATION

Ticker Symbol:ACTG Cusip Number:003881307
Record Date: 3/21/2014 Meeting Date: 5/15/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommemd: A vote for election of the following nominees 01 - Edward W. Frykman, 02 - William S. Anderson 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, 2014. For Issuer For With
3 To approve. by non-binding. advisory vote, the compensation of ---->>> Our named executive officers. For Issuer For With

ACI WORLDWIDE, INC.

Ticker Symbol:ACIW Cusip Number:004498101
Record Date: 4/21/2014 Meeting Date: 6/18/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: John D. Curtis; Philip G. Heasley; James C. McGroddy;David A. Poe; Harlan F. Seymour; John M. Shay, Jr.; John E. 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, 2014. For Issuer For With
3 Approve the company's executive compensation. For Issuer For With
4 Approve the amended and restated certificate of incorporation to increase the number of common shares authorized for issuance thereunder. For Issuer For With

ADVENT SOFTWARE, INC.

Ticker Symbol:ADVS Cusip Number:007974108
Record Date: 3/10/2014 Meeting Date: 5/7/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1A Election of Director: Stephanie G. Dimarco 1B Election of Director: David Peter F. Hess Jr. 1C Election of Director: James D. Kirsner 1D Election of Director: Wendell G. Van Auken 1E Election of Director: Asiff S. Hirji 1F Election of Director: Robert M. Tarkoff 1G Election of Director: Michael L. Frandsen For Issuer For 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, 2014. For Issuer For With
3 To approve the company's amended and restated 2002 stock plan, including reserving 4,750,000 shares of common stock for issuance thereunder. For Issuer For With
4 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: 9/6/2013 Meeting Date: 10/4/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Charles Thomas Burbage; Edward R. Muller For Issuer For With
2 Ratification of selection of independent registered public accounting firm. For Issuer For With

ALIGN TECHNOLOGY, INC.

Ticker Symbol:ALGN Cusip Number:016255101
Record Date: 3/20/2014 Meeting Date: 5/15/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1.1 Election of director: Joseph Lacob -------------------->>> 1.2 Election of director: C. Raymond Larkin, Jr. ---------------------->>> 1.3 Election of director: George J. Morrow ------------------------->>> 1.4 Election of director: D. David C. Nagel ------------------------->>> 1.5 Election of director: Thomas M. Prescott ------------------------->>> 1.6 Election of director: Andrea L. Saia ------------------------->>> 1.7 Election of director: Greg J. Santora ------------------------>>> 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, 2014. For Issuer For With
3 Advisory vote to approve named executive officer compensation. ---->>> For Issuer For With

BALCHEM CORPORATION

Ticker Symbol:BEPE Cusip Number:057665200
Record Date: 4/24/2014 Meeting Date: 6/19/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: David B. Fischer; Perry W. Predas; Dr. John Y. Televantos For Issuer For With
2 Ratification of the appointment of McGladrey, LLP, as the company's public accounting firm for the year 2014. For Issuer For With
3 Non-binding advisory approval of named executive officers' compensation as described in the proxy statement. For Issuer For With

BOTTOMLINE TECHNOLOGIES (DE), INC.

Ticker Symbol:EPAY Cusip Number:101388106
Record Date: 9/25/2013 Meeting Date: 11/14/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees James L. Loomis & Jennifer M. Gray For Issuer For With
2 Amendment to the company's 2009 stock incentive plan to increase the number of shares of common stock authorized for issuance under the play from 5,550,000 to 7,950,000 as further set forth in the accompanting proxy statement. Against Issuer For With
3 Non-binding advisory vote to approve executive compensation. For Issuer For With
4 Ratification of the selection of Ernst & Young LLP as the company's registerd public accounting firm for the current fiscal year. For Issuer For With

CARBO CERAMICS, INC.

Ticker Symbol:CRR Cusip Number:140781105
Record Date: 3/24/2014 Meeting Date: 5/20/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01 - Sigmund L. Cornelius, 02 - Chad C. Dealton, 03 - James B. Jennings, 04 - Gary A. Kolstad, 05 - H.E. Lentz, Jr., 06 - Randy L. Limbacher, 08 - Robert S. Rubin For Issuer For With
2 Proposal to approve the 2014 Carbo Ceramics, Inc. ominibus ---------->>> Incentive plan. For Issuer For With
3 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, 2014. For Issuer For With
4 Proposal to approve, by advisory vote, the compensation of the ---->>> named executive officers. For Issuer For With

CONTANGO OIL & GAS COMPANY

Ticker Symbol:MCF Cusip Number:21075N204
Record Date: 3/31/2014 Meeting Date: 5/20/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1B Election of director: Allan D. Keel 1C Election of director: B.A. Berilgen ---------------------->>> 1D Election of director: B. James Ford ------------------------->>> 1E Election of director: Lon McCain ------------------->>> 1F Election of dirctor: Charles M. Reimer ---------------------->>> 1G Election of director: Steven L. Schoonover --------------------->>> For Issuer Against With
2 Ratification of the appointment of Grant Thornton LLP as our ------>>> Independent registered public accounting firm for the 2014 fiscal year. For Issuer For With
3 Approval of the amended and restated 2009 incentive -------------->>> Compensation plan. For Issuer For With
4 Approval, on an advisory basis, of the compensation of our ------------>>> Named executive officers. For Issuer For With
5 To conduct any other business that is properly raised at the ------>>> annual meeting. Against Issuer For With

CONTANGO OIL & GAS COMPANY

Ticker Symbol:MCF Cusip Number:21075N204
Record Date: 10/17/2013 Meeting Date: 12/10/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nonimees 1.1 Election of Director: Josehp J. Romano 1.2 Election of Director: Allan D. Keel 1.4 Election of Director: B. James Ford 1.6 Election of Director: Lon McCain 1.7 Election of Director: Charles M. Reimer 1.8 Election of Director: Steven L. Schoonover For Issuer Against With
2 To ratify the appointment of Grant Thornton LLP as the independent auditors of the company for the six-month transition period from July 1, 2013 to December 31, 2013. For Issuer For With
3 To conduct any other business that is properly raised at the annual meeting. Against Issuer For With

COSTAR GROUP, INC.

Ticker Symbol:CSGP Cusip Number:22160N109
Record Date: 4/4/2014 Meeting Date: 6/2/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1.1 Election of Director: Michael R. Klein 1.2 Election of Director: Andrew C. Florence 1.3 Election of Director: David Bonderman 1.4 Election of Director: Michael J. Glosserman 1.5 Election of Director: Warren H. Haber 1.6 Election of Director: John W. Hill 1.7 Election of Director: Christopher J. Nassetta 1.8 Election of Director: David J. Steinberg For Issuer For With
2 Proposal to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2014. For Issuer For With
3 Proposal to approve, on an advisory basis, the company's executive compensation. For Issuer For With

DORMAN PRODUCTS, INC.

Ticker Symbol:DORM Cusip Number:258278100
Record Date: 3/21/2014 Meeting Date: 5/16/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01 - Steven L. Berman, 02 - Robert M. Lynch, 03 - Paul R. Lederer, 04 - Edgar W. Levin, 05 - Richard T. Riley, 06 - Mathias J. Barton For Issuer For With
2 Advisory approval of the company's executive compensation. -------->>> For Issuer For With
3 Approval of the material terms of the performance goals under ----->>> The company's executive cash bonus and the company's 2008 stock option and stock incentive plan. For Issuer For With
4 Ratification of KPMG LLP as the company's independent ------------>>> Registered public accounting firm for the 2014 fiscal year. For Issuer For With

EXA CORPORATION

Ticker Symbol:EXA Cusip Number:300614500
Record Date: 4/24/2014 Meeting Date: 6/10/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Robert Schechter; John J. Shields, III For Issuer For With
2 Approval of the amended and restated 2011 stock incentive plan. For Issuer For With
3 Ratification of the appointment of PriceWaterHouseCoopers LLP as the company's independent registered public accounting firm for fiscal year 2015. For Issuer For With

FACTSET RESEARCH SYSTEMS INC.

Ticker Symbol:FDS Cusip Number:303075105
Record Date: 10/21/2013 Meeting Date: 12/17/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Joseph E. Laird, Jr. & James J. McGonigle For Issuer For With
2 To ratify the appointment of the accounting firm of Ernst & Young LLP as FactSet's independent registered public accounting firm for the fiscal year ending August 31, 2014. For Issuer For With
3 To approve, by non-binding vote, the compensation of the company's named executive officers. For Issuer For With
4 To approve an amendment to the company's by-laws to require majority voting for the election of directors in uncontested elections. For Issuer For With

FARO TECHNOLOGIES, INC.

Ticker Symbol:FARO Cusip Number:311642102
Record Date: 4/3/2014 Meeting Date: 5/29/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Recommend: A vote for election of the following nominees Stephen R. Cole, Marvin R. Sambur, PH.D., & Jay W. Freeland For Issuer For With
2 The ratification of Grant Thornton LLP as the company's independent registered public accounting firm for 2014. For Issuer For With
3 Non-binding resolution to approve the compensation of the company's named executive officers. For Issuer For With
4 The approval of the company's 2014 incentive plan. For Issuer For With
5 The approval of the material terms of performance goals for purposes of code section 162(M) For Issuer For With

GEOSPACE TECHNOLOGIES CORPORATION

Ticker Symbol:GEOS Cusip Number:37364X109
Record Date: 12/11/2013 Meeting Date: 2/6/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Withholds Thomas L. Davis, Ph.D. & Richard F. Miles 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, 2014. For Issuer For With
3 To approve the following non-binding, advisory resolution: "resolved, that the stockholders approve the compensation of the company's named executive officers as disclosed in the company's 2013 proxy statement pursuant to the disclosure rules of the securities and exchange commission (which disclosure includes ... (due to space limits, see proxy statement for full proposal). For Issuer For With
4 To approve the 2014 long-term incentive plan. For Issuer For With
5 To approve the material terms of the performance goals for performance awards under the 2014 long-term incentive plan. For Issuer For With

GEOSPACE TECHNOLOGIES CORPORATION

Ticker Symbol:GEOS Cusip Number:37364X109
Record Date: 6/12/2013 Meeting Date: 7/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 To amend the 1997 Key Employee stock option plan to extend its term and to ratify certain stock options issued thereunder. For Issuer For With

GEOSPACE TECHNOLOGIES CORPORATION

Ticker Symbol:GEOS Cusip Number:37364X109
Record Date: 7/22/2013 Meeting Date: 8/20/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 To amend the 1997 Key Employee stock option plan to extend its term. For Issuer For With
2 To ratify the grant of certain stock options issued under the 1997 Key Employee stock option plan. For Issuer For With

GRAND CANYON EDUCATION, INC.

Ticker Symbol:LOPE Cusip Number:38526M106
Record Date: 3/21/2014 Meeting Date: 5/15/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01 -Brent D. Richardson, 02 - Brian E. Mueller, 03 - David J. Johnson, 04 - Jack A. Henry, 05 - Bradley A. Casper, 06 - Kevin F. Warren, 07 - Sara R. Dial For Issuer For With
2 To approve, on an advisory basis, the compensation of our named --->>> exective officers. For Issuer For With
3 To ratify the appointmentof KPMG LLP as our independent ----------->>> Registered public accounting firm for the fiscal year ending December 31,2014. For Issuer For With

HEALTHSTREAM, INC.

Ticker Symbol:HSTM Cusip Number:42222N103
Record Date: 3/21/2014 Meeting Date: 5/29/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Jeffrey L. McLaren; Linda Rebrovick; Michael Shimerling 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, 2014. 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:428567101
Record Date: 4/1/2014 Meeting Date: 5/29/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Recommend: A vote for election of the following nominees Anthony F. Crudele, Albert C. Johnson, & Ralph T. Parks For Issuer For With
2 Ratification of the selection of KPMG LLP as the independent registered public accountigf firm for fiscal 2014. For Issuer For With
3 Say on pay - approval by non-binding advisory vote of our executive compensation. For Issuer For With

HITTITE MICROWAVE CORP.

Ticker Symbol:HITT Cusip Number:43365Y104
Record Date: 3/28/2014 Meeting Date: 5/14/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01 -Gregory R. Beecher, 02 - Ernest L. Godshalk, 03 - Rick D. Hess, 04 - Adrienne M. Markham, 05 - Brian P. McAloon, 06 - Steve Sanghi, 07 - Franklin Weigold For Issuer For With
2 To approve, on an advisory basis, the compensation of the named --->>> Executive officers. For Issuer For With
3 To ratify the appointment of PriceWaterHouseCoopers LLP as our ---->>> Independent registered public accounting firm for 2014. For Issuer For With

LIGAND LIGAND PHARMACEUTICALS INCORPORATED

Ticker Symbol:LGND Cusip Number:53220K504
Record Date: 4/14/2014 Meeting Date: 6/4/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Jason M. Aryeh, Todd C. Davis, John L. Higgins, David M. Knott, John W. Kozarich, John L. Lamattina, Sunil Patel, & Stephen L. Sabba For Issuer For With
2 Ratification of appointment of independent registered accounting firm. For Issuer For With
3 Approval on a non-binding advisory basis, of the compensation of the company's named executive officers. For Issuer For With
4 Approval, on a non-binding advisory basis, of a stockholder proposal regarding the engagement of an investment banking firm to effectuate spin-off of the company's chemical entity research & development business into a separately traded public company. Against Issuer For With

MATADOR RESOURCES COMPANY

Ticker Symbol:MTDR Cusip Number:576485205
Record Date: 4/9/2014 Meeting Date: 6/4/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote the election of the following nominees Joseph WM. Foran, David M. Laney, & Reynald A. Baribault For Issuer For With
2 Advisory vote to approve named executive officer compensation. For Issuer For With
3 Ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2014. For Issuer For With

MEDIDATA SOLUTIONS, INC.

Ticker Symbol:MDSO Cusip Number:58471A105
Record Date: 4/2/2014 Meeting Date: 5/28/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Recommend: A vote for election of the following nonimees 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, executive compensation (the "say on pay vote"). For Issuer For With
3 To approve our amended and restated 2014 employee stock purchase plan. For Issuer For With
4 To amend the charter to increase the authorized number of shares of common stock by 100,000,000 shares, to a total of 200,000,000 shares. Against Issuer For With
5 To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2014. For Issuer For With

MEDIFAST, INC.

Ticker Symbol:MED Cusip Number:58470H101
Record Date: 4/28/2014 Meeting Date: 6/17/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Charles P. Connolly; Jason L. Groves, Esq.; John P. McDaniel; Donald F. Reilly; Carl E. Sassano For Issuer For With
2 Ratify the appointment of McGladrewy, LLP as the company's independent registered public accountants for fiscal 2014. For Issuer For With
3 To approve a non-binding advisory resolution to approve thecompany's executive compensation. Against Issuer Against Against

MEDIFAST, INC.

Ticker Symbol:MED Cusip Number:58470H101
Record Date: 7/25/2013 Meeting Date: 9/17/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of Class I Director to hold office until 2014: Charles P. Connolly For Issuer For With
1B Election of Class I Director to hold office until 2014: Jason L. Groves, Esq. For Issuer For With
1C Election of Class I Director to hold office until 2014: John P. McDaniel For Issuer For With
1D Election of Class I Director to hold office until 2014: Donald F. Reilly For Issuer For With
1E Election of Class I Director to hold office until 2014: Carl E. Sassano For Issuer For With
1F Election of Class I Director to hold office until 2014: Michael C. MacDonald For Issuer For With
1G Election of Class I Director to hold office until 2015: Margaret E. Sheetz For Issuer For With
1H Election of Class I Director to hold office until 2015: Harvey C. Barnum For Issuer For With
1I Election of Class I Director to hold office until 2015: Jerry D. Reece For Issuer For With
2 To approve the appointment of McGladrey, LLP, as the company's independent auditors for the fiscal year ending December 31, 2013 For Issuer For With

MERIDIAN BIOSCIENCE, INC.

Ticker Symbol:VIVO Cusip Number:589584101
Record Date: 11/25/2013 Meeting Date: 1/22/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees James M. Anderson, John A. Kraeutler, David C. Phillips, & 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 2014. For Issuer For With

MERIDIAN BIOSCIENCE, INC.

Ticker Symbol:VIVO Cusip Number:589584101
Record Date: 11/25/2013 Meeting Date: 1/22/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees James M. Anderson, John A. Kraeutler, David C. Phillips, & 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 2014. For Issuer For With

MESA LABORATORIES

Ticker Symbol:MLAB Cusip Number:59064R109
Record Date: 8/13/2013 Meeting Date: 10/3/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Level Nominees: M. Brooks; R. Dwyer; E. Guillemin; J. Sullivan; D. Kelly For Issuer For With
2 To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the compensation discussion and analysis section and the executive compensation section of our proxy statement. For Issuer For With
3 Advisory vote on the frequency of an advisory vote on executive compensation...3 years For Issuer For With
4 To ratify the appointment of EKS&H LLLP (EKS&H)as the company's independent registered public accounting firm for the year ending March 31, 2014 (The "Ratification of Auditors Proposal"). For Issuer For With

MORNINGSTAR, INC.

Ticker Symbol:MORN Cusip Number:617700109
Record Date: 3/14/2014 Meeting Date: 5/13/2014
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 Approval of the performance measures under the MorningStar, Inc. -->>> Incentive plan. For Issuer For With
3 Advisory vote on executive compensation. ------------------->>> For Issuer For With
4 Ratification of the appointment of KPMG LLP as MorningStar's --------->>> Independent registered public accounting firm for 2014. ------>>> For Issuer For With

NATIONAL RESEARCH CORPORATION

Ticker Symbol:NRCIA Cusip Number:637372202
Record Date: 3/25/2014 Meeting Date: 5/8/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Joann M. Martin & Barbara J. Mowry For Issuer For With
2 Advisory vote on the approval of the compensation of our named executive officers as disclosed in the accompanying proxy statement. For Issuer For With

NEOGEN CORPORATION

Ticker Symbol:NEOG Cusip Number:640491106
Record Date: 8/5/2013 Meeting Date: 10/3/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Level Nominees: William T. Boehm, PH.D.; Jack C. Parnell; Clayton K. Yeutter, PH.D. 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:62914B100
Record Date: 3/7/2014 Meeting Date: 5/6/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Harry H. Herington, Art N. Burtscher, Daniel J. Evans, Karen S. Evans, Ross C. Hartley, C. Brad Henry, Alexander C. Kemper, William M. Lyons, & Pete Wilson For Issuer For With
2 Approval of the 2014 amended and restated stock compensation plan (an amendment and restatement of the 2006 amended and restated stock option and incentive plan). For Issuer For With
3 Advisory approval of the compensation of the company's named executive officers as disclosed in the proxy materials. For Issuer For With
4 Ratification of the appointment of PriceWaterHouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2014. For Issuer For With

NVE CORPORATION

Ticker Symbol:NVEC Cusip Number:629445206
Record Date: 6/14/2013 Meeting Date: 8/8/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Terrence W. Glarner; Daniel A. Baker; James D. Hartman; Patricia M. Hollister; Robert H. Irish Against Issuer Against Against
2 To approve named executive officer compensation as disclosed in our proxy statement. For Issuer For With
3 To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2014. For Issuer For With

OMNICELL, INC.

Ticker Symbol:OMCL Cusip Number:68213N109
Record Date: 3/27/2014 Meeting Date: 5/20/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01 -Randy D. Lindholm, 02 - Sara J. White, 03 - Joanne B. Bauer For Issuer For With
2 Say on pay - an advisory vote to approve named executive officer -->>> Compensation. For Issuer For With
3 Proposal to ratify the selection of Deloitte & Touche LLP as the -->>> Independent registered public accounting firm of the company for the year ending December 31, 2014. For Issuer For With

PROS HOLDINGS, INC.

Ticker Symbol:PRO Cusip Number:74346Y103
Record Date: 4/4/2014 Meeting Date: 5/22/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 01 -Greg B. Petersen, 02 - Timothy V. Williams, 03 - Mariette M. 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, 2014. For Issuer For With
3 To conduct an advisory vote on executive compensation. ------------>>> For Issuer For With

PROTO LABS, INC.

Ticker Symbol:PRLB Cusip Number:743713109
Record Date: 3/25/2014 Meeting Date: 5/20/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees -Lawrence J. Lukis, - Victoria M. Holt, Bradley Cleveland; - Rainer Gawlick, - John B. Goodman, - Douglas W. Kohrs, - 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 year 2014. For Issuer For With
3 Advisory approval of executive compensation. For Issuer For With
4 Advisory approval of the frequency of future advisory votes on Executive compensation. 1 Year. For Issuer For With

RAVEN INDUSTRIES, INC.

Ticker Symbol:RAVN Cusip Number:754212108
Record Date: 4/7/2014 Meeting Date: 5/22/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01 -Jason M. Andringa, 02 - Thomas S. Everist, 03 - Mark E. Griffin, 05 - Marc E. Lebaron, 06 - Cynthia H. Milligan, 07 - Daniel A. Rykhus, Kevin T. Kirby 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

ROLLINS, INC.

Ticker Symbol:ROL Cusip Number:743713109
Record Date: 3/25/2014 Meeting Date: 5/20/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: a vote for election of the following nominees R. Randall Rollins, Henry B. Tippie, James B. Williams For Issuer For With
2 To ratify the appointment of Grant Thornton LLP as independent registered public accounting firm of the company for 2014. For Issuer For With
3 To hold a nonbinding vote to approve executive compensation. For Issuer For With

SCIQUEST, INC.

Ticker Symbol:SQI Cusip Number:80908T101
Record Date: 3/6/2014 Meeting Date: 4/30/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Timothy J. Buckley & Daniel F. Gills For Issuer For With
2 Advisory resolution on the compensation of the company's named executive officers. For Issuer For With
3 Ratification of the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2014. For Issuer For With

SIMPSON MANUFACTURING CO., INC.

Ticker Symbol:SSD Cusip Number:829073105
Record Date: 2/27/2014 Meeting Date: 4/22/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: a vote for election of the following nominees 1A. Election of director: Thomas J. Fitzmyers, 1B. Election of director: Karen Colonias 1C. Election of director: Celeste Volz Ford For Issuer For With
2 Ratification of the selection of pricewaterhousecoopers LLP as independent registered public accounting firm. For Issuer For With
3 Advisory vote to approve named executive officer compensation. For Issuer For With

SPS COMMERCE INC.

Ticker Symbol:SPSC Cusip Number:78463M107
Record Date: 3/20/2014 Meeting Date: 5/15/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01 -Archie C. Black, 02 - Michael B. Gorman, 03 - Martin J. Leestma, 04 - James B. Ramsey, 05 - Michael A. Simerklo, 06 - Philip E. Soran, 07 - Sven A. Wehrwein For Issuer For With
2 Ratification of the selection of KPMG LLP as the independent ------------>>> Auditor for the fiscal year ending December 31, 2014. For Issuer For With
3 Advisory approval of the compensation of our named executive ---------->>> Officers. For Issuer For With

STAMPS.COM INC.

Ticker Symbol:STMP Cusip Number:300614500
Record Date: 4/17/2014 Meeting Date: 6/10/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Kenneth McBride For Issuer For With
2 To approve, on an advisory basis, 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 2014. For Issuer For With

SUN HYDRAULICS CORPORATION

Ticker Symbol:SNHY Cusip Number:866942105
Record Date: 4/7/2014 Meeting Date: 6/2/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Christine L. Koski, David N. Wormley, & Alexander Schuetz For Issuer For With
2 Amendment of the articles of incorporation to increase the number of authorized shares of common stock, par value $0.001 per share to 50,000 shares. For Issuer For With
3 Ratification of appointment of Mayer Hoffman McCann P.C. as the independent registered public accounting firm of the corporation. For Issuer For With
4 Advisory vote on executive compensation. For Issuer For With

TECHNE CORPORATION

Ticker Symbol:TECH Cusip Number:878377100
Record Date: 9/6/2013 Meeting Date: 10/31/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1.1 Election of Director: Charles R. Kummeth 1.3 Election of Director: Roger C. Lucas, PH.D 1.6 Election of Director: Charles A. Dinarello, MD 1.7 Election of Director: Karen A. Holbrook, PH.D 1.9 Election of Director: Roeland Nusse, PH.D For Issuer Against 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 Ratify the appointment of KPMG LLP as registered public accounting firm for the fiscal year ending June 30, 2014. For Issuer For With

THE ADVISORY BOARD COMPANY

Ticker Symbol:ABCO Cusip Number:00762W107
Record Date: 7/18/2013 Meeting Date: 9/5/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Sanju K. Bansal; David L. Felsenthal; Peter J. Grua; Nancy Kilefer; Kelt Kindick; Robert W. Musslewhite; Mark R. Neaman; Leon D. Shapiro; 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, 2014. For Issuer For With
3 Approval of the 2009 stock incentive plan amendments and approval of material terms for payment of performance-based compensation under the plan as required by section 162 (M) of the Internal Revenue code as described in the accompanying proxy statement. Against Issuer Against Against
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

TYLER TECHNOLOGIES, INC.

Ticker Symbol:TYL Cusip Number:902252105
Record Date: 3/21/2014 Meeting Date: 5/14/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01 -Donald R. Brattain, 02 - Glenn A. Carter, 03 - Brenda A. Cline, 04 - J. Luther King Jr., 05 - John S. Marr, Jr., 07 - John M. Yeaman For Issuer For With
2 Ratification of Ernst & Young LLP as independent auditors. ------------->>> For Issuer For With
3 Advisory vote on approval of the compensation for the named --------->>> Executive officers. Against Issuer For With

WESTWOOD HOLDINGS GROUP, INC.

Ticker Symbol:WHG Cusip Number:961765104
Record Date: 3/3/2014 Meeting Date: 4/17/2014
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, Ellen H. Masterson, 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, 2014. For Issuer For With
3 Non-binding advisory vote on Westwood's executive compensation. For Issuer For With


* Management Recommended Vote
Conestoga Mid Cap Fund

COPART, INC.

Ticker Symbol:CPRT Cusip Number:217204106
Record Date: 10/28/2013 Meeting Date: 12/16/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01-Willis J. Johnson, 02-A. Jayson Adair, 03-Matt Blunt, 04-Steven D. Cohan, 05-Daniel J. Englander, 06-James E. Meeks, 07-Vincent W. Mitz, 08-Thomas N. Tryforos For Issuer For With
2 To approve the amendment and restatement of the 2007 equity --------->>> Incentive plan and the number of shares reserved for issuance thereunder. For Issuer For With
3 To approve the grant of an option to acquire 2,000,000 and ------------->>> 1,500,000 shares of our common stock to each of A. Jayson Adair, our chief executive officer, and Vincent W. Mitz, our president, respectively, as more fully described in the proxy statement, such Grants to be made in Lieu of an cash salary or bonus...(Due to space limits, see proxy statement for full proposal). For Issuer For With
4 Advisory (non-binding) vote to approve executive compensation ----->>> For the year ended July 31, 2013 (say on pay vote). For Issuer For With
5 Ratify the appointment of Ernst & Young LLP as our independent ---->>> Registered public accounting firm for the fiscal year ending July 31, 2014. For Issuer For With

DOLBY LABORATOTIES, INC.

Ticker Symbol:DLB Cusip Number:256597107
Record Date: 12/11/2013 Meeting Date: 2/4/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Kevin Yeaman, Peter Gotcher, Micheline Chau, Nicholas Donatiello, Jr., Bill Jasper, Sanford Robertson, Roger Siboni, Avadis Tevanian, Jr. For Issuer For With
2 An advisory vote to approve the compensation of the company's named executive officers. For Issuer For With
3 Ratification of the appointment of KPMG LLP as the company's independent registerd public accounting firm for the fiscal year ending September 26, 2014. For Issuer For With

DONALDSON COMPANY, INC.

Ticker Symbol:DCI Cusip Number:257651109
Record Date: 9/25/2013 Meeting Date: 11/22/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Michael J. Hoffman, Willard D. Oberton, & John P. Wiehoff 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, 2014. For Issuer For With

FACTSET RESEARCH SYSTEMS INC.

Ticker Symbol:FDS Cusip Number:303075105
Record Date: 10/21/2013 Meeting Date: 12/17/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Joseph E. Laird, Jr. & James J. McGonigle For Issuer For With
2 To ratify the appointment of the accounting firm of Ernst & Young LLP as FactSet's independent registered public accounting firm for the fiscal year ending August 31, 2014. For Issuer For With
3 To approve, by non-binding vote, the compensation of the company's named executive officers. For Issuer For With
4 To approve an amendment to the company's by-laws to require majority voting for the election of directors in uncontested elections. For Issuer For With

FOREST LABORATORIES, INC.

Ticker Symbol:FRX Cusip Number:345838106
Record Date: 6/24/2013 Meeting Date: 8/15/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of Director: Howard Solomon For Issuer For With
1B Election of Director: Nesli Basgoz, MD For Issuer For With
1C Election of Director: Christopher J. Coughlin For Issuer For With
1D Election of Director: Kenneth E. Goodman For Issuer For With
1E Election of Director: Vincent J. Intrieri For Issuer For With
1F Election of Director: Pierre Legault For Issuer For With
1G Election of Director: Gerald M. Lieberman Against Issuer Against Against
1H Election of Director:Lawence S. Olanoff, M.D. Against Issuer Against Against
1I Election of Director: Lester B. Salans, M.D. For Issuer For With
1J Election of Director: Brenton L. Saunders For Issuer For With
1K Election of Director: Peter J. Zimetbaum, M.D. For Issuer For With
2 Approval, on an advisory basis, of the compensation of the company's named executive officers. For Issuer For With
3 Approval of amendments to the company's 2007 Equity Incentive Plan. For Issuer For With
4 Ratification of the selection of BDO USA, LLP as independent registered public accounting firm. For Issuer For With

MICROS SYSTEMS, INC.

Ticker Symbol:MCRS Cusip Number:594901100
Record Date: 9/17/2013 Meeting Date: 11/22/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees A1. Election of Director: Peter A. Altabef 1B. Election of Director: Louis M. Brown Jr. 1C. Election of Director: B. Gary Dando 1D. Election of Director: A.L. Giannopoulos 1E. Election of Director: F. Suzanne Jenniches 1G. Election of Director: Dwight S. Taylor For Issuer Against With
2 Proposal to ratify the appointment of Pricewaterhousecoopers LLP as the independent registered public accounting firm of the company for the 2014 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 To amend the company's stock option plan to extend termination date to the plan from December 31, 2014, to December 31, 2017. For Issuer For With
5 Proposal to approve, on an advisory basis, the compensation of company's named executive officers. For Issuer For With

MYRIAD GENETICS, INC.

Ticker Symbol:MYGN Cusip Number:62855J104
Record Date: 10/8/2013 Meeting Date: 12/5/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Recommend: A vote for election of the following nominees Peter D. Meldrum & Heiner Dreismann, Ph.D. For Issuer For With
2 To approve a proposed amendment to the company's 2010 employee, director and consultant equity incentive plan. Against Issuer For With
3 To ratify the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending June 30, 2014. For Issuer For With
4 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

TECHNE

Ticker Symbol:TECH Cusip Number:878377100
Record Date: 9/6/2013 Meeting Date: 10/31/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt

TECHNE

Ticker Symbol:TECH Cusip Number:878377100
Record Date: 9/6/2013 Meeting Date: 10/31/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt

TECHNE

Ticker Symbol:TECH Cusip Number:878377100
Record Date: 9/6/2013 Meeting Date: 10/31/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt

TECHNE

Ticker Symbol:TECH Cusip Number:878377100
Record Date: 9/6/2013 Meeting Date: 10/31/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt

TECHNE CORPORATION

Ticker Symbol:TECH Cusip Number:878377100
Record Date: 9/6/2013 Meeting Date: 10/31/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees For 1.1 Election of Director: Charles R. Kummeth 1.3 Election of Director: Roger C. Lucas, PHD 1.6 Election of Director: Charles A. Dinarello, MD 1.7 Election of Director: Karen A. Holbrook, PHD 1.9 Election of Director: Roeland Nusse, PHD Against 1.2 Election of Director: Robert V. Baumgartner 1.4 Election of Director: Howard V. O'Connell 1.5 Election of Director: Randolph C. Steer, MD, PHD 1.8 Election of Director: John L. Higgins 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 Ratify the appointment of KPMG LLP as registered public accounting firm for the fiscal year ending June 30, 2014. For Issuer For With


* Management Recommended Vote
Conestoga SMid Cap Fund

ACI WORLDWIDE, INC.

Ticker Symbol:ACIW Cusip Number:004498101
Record Date: 4/21/2014 Meeting Date: 6/18/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: John D. Curtis; Philip G. Heasley; James C. McGroddy; David A. Poe; Harlan F. Seymour; John M. Shay, Jr.; John E. 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, 2014. For Issuer For With
3 Approve the company's executive compensation. For Issuer For With
4 Approve the amended and restated certificate of incorporation to increase the number of common shares authorized for issuance thereunder. For Issuer For With

AAON, INC.

Ticker Symbol:AAON Cusip Number:000360206
Record Date: 3/24/2014 Meeting Date: 5/20/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1.1 - Election of director: Jack E. Short --------------------------->>> For Issuer For With
2 Proposal to amend the company's articles of incorporation to ------>>> Increase its total authorized common shares from 50,000,000 to 250,000,000. For Issuer For With
3 Proposal to amend the company's long-term incentive plan to ------->>> Authorize an additional 500,000 shares for issuance thereunder. For Issuer For With
4 Proposal to approve, on an advisory basis, a resolution on the ---->>> Compensation of Aaon's named execurive officers as set forth in the proxy statement. For Issuer For With
5 Proposal to approve, on an advisory basis. the frequency at --------->>> Which Aaon should seek an advisory vote regarding the compensation of Aaon's named executive officers. 1 Year For Issuer For With

ADVENT SOFTWARE, INC.

Ticker Symbol:ADVS Cusip Number:007974108
Record Date: 3/10/2014 Meeting Date: 5/7/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1A Election of Director: Stephanie G. Dimarco 1B Election of Director: David Peter F. Hess Jr. 1C Election of Director: James D. Kirsner 1D Election of Director: Wendell G. Van Auken 1E Election of Director: Asiff S. Hirji 1F Election of Director: Robert M. Tarkoff 1G Election of Director: Michael L. Frandsen For Issuer For 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, 2014. For Issuer For With
3 To approve the company's amended and restated 2002 stock plan, including reserved 4,750,000 shares of common stock for issuance thereunder. For Issuer For With
4 To approve, on an advisory basis, the compensation of our named executive officers. For Issuer For With

ALIGN TECHNOLOGY, INC.

Ticker Symbol:ALGN Cusip Number:016255101
Record Date: 3/20/2014 Meeting Date: 5/15/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1.1 - Election of Director: Joseph Lacob ------------------------>>> 1.2 - Election of Director: C. Raymond Larkin, Jr. -------------------->>> 1.3 - Election of Director: George J. Morrow ------------------------>>> 1.4 - Election of Director: Dr. David C. Nagel ----------------------->>> 1.5 - Election of Director: Thomas M. Prescott ------------------------->>> 1.6 - Election of Director: Andrea L. Saia ---------------------------->>> 1.7 - Election of Director: Greg J. Santora 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, 2014. For Issuer For With
3 Advisory vote to approve named executive officer compensation. ---->>> For Issuer For With

ANSYS, INC.

Ticker Symbol:ANSS Cusip Number:03662Q105
Record Date: 3/21/2014 Meeting Date: 5/20/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1.1 - Election of Director: James E. Cashman III ---------------------->>> 1.2 - Election of Director: Ajei S. Gopal 1.3 - Election of Director: William R. McDermott ----------------------->>> For Issuer For With
2 A non-binding, advisory vote on compensation of our named ---------->>> Executive officers. For Issuer For With
3 The ratification of the selection of Deloitte & Touche LLP as ----->>> The company's independent registered public accounting firm. For Issuer For With

BALCHEM CORPORATION

Ticker Symbol:BCPC Cusip Number:057665200
Record Date: 4/24/2014 Meeting Date: 6/19/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: David B. Fischer; Perry W. Premdas; Dr. John Y. Televantos For Issuer For With
2 Ratification of The appointment of McGladrey, LLP, as the company's independent registered public accounting firm for the year 2014. For Issuer For With
3 Non-Binding advisory approval of named executive officers' compensation as described in the proxy statement. For Issuer For With

BLACKBAUD, INC.

Ticker Symbol:BLKB Cusip Number:09227Q100
Record Date: 4/25/2014 Meeting Date: 6/23/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 Election of Director: Timothy Chou For Issuer For With
1.2 Election of Director: Joyce M. Nelson For Issuer For With
2 To approve, on an advisory basis, Blackbaud, Inc.'s 2013 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 2014. For Issuer For With

CARBO CERAMICS, INC.

Ticker Symbol:CRR Cusip Number:140781105
Record Date: 3/24/2014 Meeting Date: 5/20/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01 - Sigmund L. Cornelius, 02 - Chad C. Deaton, 03 - James B. Jennings, 04 -Gary A. Kolstad, 05 - H.E. Lentz, Jr., 06 - Randy L. Limbacher, 08 - Robert S. Rubin For Issuer For With
2 Proposal to approve the 2014 Carbo Ceramics Inc. omnibus ------------->>> Incentive plan. For Issuer For With
3 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, 2014. For Issuer For With
4 Proposal to approve, by advisory vote, the compensation of the ---->>> named executive officers. For Issuer For With

CONESTOGA SMID CAP FUND

Ticker Symbol:CCSMX Cusip Number:207019506
Record Date: 3/26/2014 Meeting Date: 5/29/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors recommend: a vote for election of the following nominees; 1-William B. Blundin, 20Nicholas J. Kovich,3-James G. Logue, 4-Richard TenHaken,5-William C. Martindale, Jr.,6-Robert M. Mitchell, 7-John G. O'Brien For Issuer For With
2 To approve the investment advisory agreement between Conestoga Capital Advisors, LLC and the Trust, on behalf of the Fund. For Issuer For With

CORE LABORATORIES N.V.

Ticker Symbol:CLB Cusip Number:N22717107
Record Date: 4/15/2014 Meeting Date: 5/13/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1A. Re-Election of Class I Supervisory Director: David M. Demshur 1B. Re-Election of Class I Supervisory Director: Michael C. Kearney 1C. Re-Election of Class I Supervisory Director: Jan Willem Sodderland For Issuer For With
10 To approve and resolve the amendment and restatement of the Core Laboratories N.V. 2007 long-term incentive plan (the "ltip"), the pricipal purposes of which are to increase the number of shares authorized for issuance thereunder, to extend the term of the ltip through May 12, 2024 and to seek approval of the ltip for purposes of section 162(m) of the internal revenue code of 1986. 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, 2014. For Issuer For With
3 To approve, on an advisory basis, the compensation philosophy, policies and prodecures 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, 2013. For Issuer For With
5 To approve and resolve the cancellation of our repurchased shares held at 12:01 a.m. CET on May 13, 2014. 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 13, 2015, 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 13, 2015. 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% outstanding shares per annum until November 13, 2015. For Issuer For With
9 To approve and resolve the amendment and restatement of the Core Laboratories N.V. 2006 nonemployee director stock incentive plan (the "director plan"), the principal purpose of which is to extend the term of the director plan through May 12, 2024. For Issuer For With

COSTAR GROUP, INC.

Ticker Symbol:CSGP Cusip Number:22160N109
Record Date: 4/4/2014 Meeting Date: 6/2/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 Election of Director: Michael R. Klein For Issuer For With
1.2 Election of Director: Andrew C. Florance For Issuer For With
1.3 Election of Director: David Bonderman For Issuer For With
1.4 Election of Director: Michael J. Glosserman For Issuer For With
1.5 Election of Director: Warren H. Haber For Issuer For With
1.6 Election of Director: John W. Hill For Issuer For With
1.7 Election of Director: Christopher J. Nassetta For Issuer For With
1.8 Election of Director: David J. Steinberg For Issuer For With
2 Proposal to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2014. For Issuer For With
3 Proposal to approve, on an advisory basis, the company's executive compensation. For Issuer For With

DORMAN PRODUCTS, INC.

Ticker Symbol:DORM Cusip Number:258278100
Record Date: 3/21/2014 Meeting Date: 5/16/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Steven L. Berman, Robert M. Lynch, Paul R. Lederer, Edgar W. Levin, Richard T. Riley, & Mathias J. Barton For Issuer For With
2 Advisory approval of the company's executive compensation. For Issuer For With
3 Approval of the material terms of the performance goals under the company's executive cash bonus plan and the company's 2008 stock option and stock incentive plan. For Issuer For With
4 Ratification of KPMG LLP as the company's independent registered public accounting firm for the 2014 fiscal year. For Issuer For With

FARO TECHNOLOGIES, INC.

Ticker Symbol:FARO Cusip Number:311642102
Record Date: 4/3/2014 Meeting Date: 5/29/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Stephen R. Cole; Marvin R. Sambur,PH.D.; Jay W. Freeland For Issuer For With
2 The ratification of Grant Thornton LLP as the company's independent registered public accounting firm for 2014. For Issuer For With
3 Non-binding resolution to approve the compensation of the company's named executive officers. For Issuer For With
4 The approval of the company's 2014 incentive plan. For Issuer For With
5 The approval of the material terms of performance goals for purposes of code section 162(M). For Issuer For With

GENTEX CORPORATION

Ticker Symbol:GNTX Cusip Number:371901109
Record Date: 3/17/2014 Meeting Date: 5/15/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01 - Pete Hoekstra, 02 - James Hollars, 03 - John Mulder, 04 - Mark Newton, 05 - Richard Schaum, & 06 - Fred Sotok For Issuer For With
2 To consider a proposal to amend the restated articles of ------------->>> Incorporation to increase the authorized shares of common stock. Against Issuer For With
3 To ratify the appointment of Ernst & Young LLP as the company's --->>> Auditors for the fiscal year ended December 31, 2014. For Issuer For With
4 To approve, on an advisory basis, compensation of the company's --->>> Named executive officers. For Issuer For With
5 To consider a proposal to amend the 2012 amended and restated ----->>> Nonemployee director stock option plan. For Issuer For With

GRACO INC.

Ticker Symbol:GGG Cusip Number:384109104
Record Date: 2/24/2014 Meeting Date: 4/25/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1A. Election of Director: Patrick J. McHale 1B. Election of Director: Lee R. Mitau 1C. Election of Director: Martha A. Morfitt For Issuer For With
2 Ratification of appointment of Deloitte & Touche LLP as the company's independent registerd 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

GRAND CANYON EDUCATION, INC.

Ticker Symbol:LOPE Cusip Number:38526M106
Record Date: 3/21/2014 Meeting Date: 5/15/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following 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 the fiscal year ending December 31, 2014. For Issuer For With

HEALTHSTREAM, INC.

Ticker Symbol:HSTM Cusip Number:42222N103
Record Date: 3/21/2014 Meeting Date: 5/29/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Jeffrey L. McLaren; inda Rebrovick; Michael Shimerling 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, 2014. 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:428567101
Record Date: 4/1/2014 Meeting Date: 5/29/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Anthony F. Crudele; Albert C. Johnson; Ralph T. Parks 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 compensation. For Issuer For With

IHS INC.

Ticker Symbol:IHS Cusip Number:451734107
Record Date: 2/18/2014 Meeting Date: 4/9/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 Directors Recommend: A vote for election of the following nominees 1.1 Election of Director: Brian H. Hall For Issuer Against With
1.2 Directors Recommend: :Balakrishnan S. Iver For Issuer For With
1.3 Directors Recommend:Jerre L. Stead For Issuer For With
2 Ratification of the appointment of independent registered public accountants. Against Issuer For With
3 A advisory vote to approve the compensation of named executive officers. Against Issuer For With

IPG PHTONICS CORPORATION

Ticker Symbol:IPGP Cusip Number:44980X109
Record Date: 4/7/2014 Meeting Date: 6/3/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors recommend: a vote for rlection of the following nominees; 1-V.P. Gapontsev, PH.D.,2-Eugene Scherbakov, PH.D., 3-Igor Samartsev, 4-Robert A. Blair, 5-Michael C. Child, 6-Henry E. Gauthier, 7-William S. Hurley, 8-Eric Meurice, 9-John R. Peeler, 10-Thoms J. Seifert For Issuer For With
2 To approve our executive compensation by non-binding advisory vote. For Issuer For With
3 To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of IPG Photonics corporation for 2014. For Issuer For With

LIGAND PHARMACEUTICALS INCORPORATED

Ticker Symbol:LGND Cusip Number:53220K504
Record Date: 4/14/2014 Meeting Date: 6/4/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Jason M. Aryeh; Todd C. Davis; John L. Higgins; David M. Knott; John W. Kozarich; John L. Lamattina; Sunil Patel; Stephen L. Sabba For Issuer For With
2 Ratification of appointment of independent registered accounting firm. For Issuer For With
3 Approval, on a non-binding advisory basis, of the compensation of the company's named executive officers. For Issuer For With
4 Approval, on a non-binding advisory basis, of a stockholder proposal regarding the engagement of an investment banking firm to effectuate a spin-off of the company's chemical entity research & development business into a separately traded public company. Against Issuer Against With

MARKEL CORPORATION

Ticker Symbol:MKL Cusip Number:570535104
Record Date: 3/5/2014 Meeting Date: 5/12/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1A. Election of Director: Alfred Broaddus, Jr. 1B. Election of Director: K. Bruce Connell 1C. Election of Director: Douglas C. EBY 1D. Election of Director: Stewart M. Kasen 1E. Election of Director: Alan I. Kirshner 1F. Election of Director: Lemuel E. Lewis 1G. Election of Director: Anthony F. Markel 1H. Election of Director: Steven A. Markel 1I. Election of Director: Darrell D. Martin 1J. Election of Director: Michael O'Reilly 1K. Election of Director: Jay M. Weiberg 1L. Election of Director: Debora J. Wilson For Issuer For With
2 To approve the following resolution: "resolved, that the compensation paid to the company's named executive officers, as ... (due to space limits, see proxy statement for full proposal). For Issuer For With
3 To ratify the selection of KPMG LLP by the audit committee of ... (Due to space limits, see proxy statement for full proposal). For Issuer For With

MEDIDATE SOLUTIONS, INC.

Ticker Symbol:MDSO Cusip Number:58471A105
Record Date: 4/2/2014 Meeting Date: 5/28/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Tarek A. Sherif; Glen M. DeVries; Carlos Dominguez;Neil M. Kurtz; George W. McCulloch; Lee A. Shapiro; Robert B. Taylor For Issuer For With
2 To approve, on an advisory bsis, executive compensation (the "say on pay" vote). For Issuer For With
3 To approve our amended and restated 2014 employee stock purchase plan. For Issuer For With
4 To amend the charter to increase the authorized number of shares of common stock by 100,000,000 shares, to a total of 200,000,000. For Issuer For With
5 To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year endng December 31, 2014 For Issuer For With

MORNINGSTAR, INC.

Ticker Symbol:MORN Cusip Number:617700109
Record Date: 3/14/2014 Meeting Date: 5/13/2014
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 Approval of the performance measures under the MorningStar, Inc. -->>> Incentive plan. For Issuer For With
3 Advisory vote on executive compensation. ------------------>>> For Issuer For With
4 Ratification of the appointment of KPMG LLP as MorningStar's --------->>> Independent registered public accounting firm for 2014. For Issuer For With

NIC INC.

Ticker Symbol:EGOV Cusip Number:62914B100
Record Date: 3/7/2014 Meeting Date: 5/6/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Harry H. Herrington, 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 Approval of the 2014 amended and restated stock compensation plan (an amendment and restatement of the 2006 amended and restated stock option and incentive plan). For Issuer For With
3 Advisory approval of the compensation of the company's named executive officers as disclosed in the proxy materials. For Issuer For With
4 Ratification of the appointment of PriceWaterHouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2014. For Issuer For With

OCEANEERING INTERNATIONAL, INC.

Ticker Symbol:OII Cusip Number:675232102
Record Date: 3/26/2014 Meeting Date: 5/16/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Withholds Directors, T. Jay Collins & D. Michael Hughes Abstained Issuer For N/A
2 Proposal to amend the restated certificate of incorporation to increase the number of authorized shares of capital stock from 183,000,000 to 363,000,000 and increase the number of authorized shares of common stock from 180,000,000 to 360,000,000. For Issuer For With
3 Advisory vote on a resolution to approve the compensation of our named executive officers. For Issuer For With
4 Proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the year ending December 31, 2014. For Issuer For With

OMNICELL, INC.

Ticker Symbol:OMCL Cusip Number:68213N109
Record Date: 3/27/2014 Meeting Date: 5/20/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01 - Randy D. Lindholm, 02 - Sara J. White, & 03 - Joanne B. Bauer For Issuer For With
2 Say on pay - an advisory vote to approve named executive officer -->>> compensation. For Issuer For With
3 Proposal to ratify the selection of Deloitte & Touche LLP as the -->>> Independent registered public accounting firm of the company for the year ending December 31, 2014. For Issuer For With

POLARIS INDUSTRIES INC.

Ticker Symbol:PII Cusip Number:675232102
Record Date: 3/26/2014 Meeting Date: 5/16/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Kevin M. Farr, Gary E. Hendrickson, R.M. (Mark) Schreck, William G. Van Dyke For Issuer For With
2 Approval of the amended and restated senior executive annual incentive compensation plan. For Issuer For With
3 Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for 2014. For Issuer For With
4 Advisory vote to approve the compensation of our named executive officers. For Issuer For With

PROS HOLDINGS, INC.

Ticker Symbol:PRO Cusip Number:74346Y103
Record Date: 4/4/2014 Meeting Date: 5/22/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors, 01 - Greg B. Petersen, 02 - Timothy V. Williams, & 03 - Mariette M. 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, 2014. For Issuer For With
3 To conduct an advisory vote on executive compensation. ----------->>> For Issuer For With

PROTO LABS, INC.

Ticker Symbol:PRLB Cusip Number:743713109
Record Date: 3/25/2014 Meeting Date: 5/20/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Lawrence J. Lukis; Victoria M. Holt; Bradley A. Cleveland; Rainer Gawlick; John B. Goodman; Douglas W. Kohrs; 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 year 2014. For Issuer For With
3 Advisory approval of executive compensation. For Issuer For With
4 Advisory approval of the frequency of future advisory votes on executive compensation. (1 year) For Issuer For With

RAVEN INDUSTRIES, INC.

Ticker Symbol:RAVN Cusip Number:754212108
Record Date: 4/7/2014 Meeting Date: 5/22/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 01 - Jason M. Andringa, 02 - Thomas S. Everist, 03 - Mark E. Griffin, 05 - Marc E. Lebaron, 06 - Cynthia H. Milligan, & 07 - Daniel A. Rykhus, Kevin T. Kirby 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

ROLLINS, INC.

Ticker Symbol:ROL Cusip Number:743713109
Record Date: 3/25/2014 Meeting Date: 5/20/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees R. Randall Rollins, Henry B. Tippie, & James B. Willams For Issuer For With
2 To rartify the appointment of Grant Thornton LLP as independent registered public accounting firm of the company for 2014. For Issuer For With
3 To hold a nonbinding vote to approve executive compensation. For Issuer For With

SCIQUEST, INC.

Ticker Symbol:SQI Cusip Number:80908T101
Record Date: 3/6/2014 Meeting Date: 4/30/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Timothy J. Buckely & Daniel F. Gillis For Issuer For With
2 Advisory resolution on the compensation of the company's named executive officers. For Issuer For With
3 Ratification of the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2014. For Issuer For With

SM ENERGY COMPANY

Ticker Symbol:SM Cusip Number:78454100
Record Date: 3/21/2014 Meeting Date: 5/20/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees 1.1 - Election of Director: Anthony J. Best --------------------------->>> 1.2 - Election of Director: Larry W. Bickle ------------------------->>> 1.3 - Election of Director: Stephen R. Brand -------------------------->>> 1.4 - Election of Director: William J. Gardiner ------------------------>>> 1.5 - Election of Director: Loren M. Leiker ------------------------->>> 1.6 - Election of Director: Julio M. Quintana ------------------------->>> 1.7 - Election of Director: John M. Seidl ---------------------------->>> 1.8 - 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 2014. 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 accoompanying proxy statement. For Issuer For With

SUN HYDRAULICS CORPORATION

Ticker Symbol:SNHY Cusip Number:866942105
Record Date: 4/7/2014 Meeting Date: 6/2/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Christine L. Koski; David N. Wormley; Alexander Schuetz For Issuer For With
2 Amendment of the articles of incorporation to increase the number of authorized shares of common stock, par value $0.001 per share to 50,000,000 shares. For Issuer For With
3 Ratification of appointment of Mayer Hoffman McCann P.C. as the independent registered public accounting firm of the corporation. For Issuer For With
4 Advisory vote on executive compensation. For Issuer For With

TRIMBLE NAVIGATION LIMITED

Ticker Symbol:TRMB Cusip Number:896239100
Record Date: 3/11/2014 Meeting Date: 5/8/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Steven W. Berglund, John B. Goodrich, Merit E. Janow, Ulf J. Johansson, Ronald S. Nersesian, Mark S. Peek For Issuer For With
2 To approve the compensation for our named executive officers. For Issuer For With
3 To ratify the appointment of Ernst & Young LLP as the independent auditor of the company for the fiscal year ending January 2, 2015. For Issuer For With

TYLER TECHNOLOGIES, INC

Ticker Symbol:TYL Cusip Number:902252105
Record Date: 3/21/2014 Meeting Date: 5/14/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Director Nominees: Donale R. Brattain, Glenn A. Carter, Brenda A. Cline, J. Luther King, Jr., John S. Marr, Jr., Dustin R. Womble, John M. Yeaman For Issuer For With
2 Ratification of Ernst & Young LLP as independent auditors. For Issuer For With
3 Advisory vote on approval of the compensation for thenamed executive officers. For Issuer For With

UNDER ARMOUR, INC.

Ticker Symbol:UA Cusip Number:904311107
Record Date: 2/21/2014 Meeting Date: 5/13/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Directors Recommend: A vote for election of the following nominees Kevin A. Plank, Byron K. Adams, Jr., Douglas E. Coltharp, Anthony W. Deering, A.B. Krongard, William R. McDermott, Eric T. Olson, Harvey L. Sanders, Thomas J. Sippel For Issuer For With
2 To approve, by a non-binding advisory vote, the compensation of executive as disclosed in the "executive compensation" section of the proxy statement, including the compensation discussion and analysis and tables. For Issuer For With
3 Ratification of appointment of independent registered public accounting firm. For Issuer For With


* Management Recommended Vote
Institutional Advisors LargeCap Fund

AMGEN INC.

Ticker Symbol:AMGN Cusip Number:031162100
Record Date: 3/17/2014 Meeting Date: 5/15/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors for a term of office expiring at the 2015 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) Mr. Greg C. Garland, 1h) Dr. Rebecca M. Henderson, 1i) Mr. Frank C. Herringer, 1j) Dr. Tyler Jacks, 1k) Ms. Judith C. Pelham, 1l) 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, 2014. For Issuer For With
03 Advisory vote to approve our executive compensation. For Issuer For With
04 Stockholder Proposal #1 (Vote Tabulation) Against Stockholder Against With

APPLE INC.

Ticker Symbol:AAPL Cusip Number:037833100
Record Date: 12/30/2013 Meeting Date: 2/28/2014
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 The amendment of the Company's Restated Articles of Incorporation (the "Articles") to facilitate the implementation of majority voting for the election of directors in an uncontested election by eliminating Article VII, which relates to the term of directors and the transition from a classified board of directors to a declassified structure For Issuer For With
03 The amendment of the Articles to eliminate the "blank check" authority of the Board to issue preferred stock For Issuer For With
04 The amendment of the Articles to establish a par value for the Company's common stock of $0.00001 per share For Issuer For With
05 Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014 For Issuer For With
06 A non-binding advisory resolution to approve executive compensation For Issuer For With
07 The approval of the Apple Inc. 2014 Employee Stock Plan For Issuer For With
08 A shareholder proposal by John Harrington and Northstar Asset Management Inc. entitled "Board Committee on Human Rights" to amend the Company's bylaws Against Stockholder Against With
09 A shareholder proposal by the National Center for Public Policy Research of a non-binding advisory resolution entitled "Report on Company Membership and Involvement with Certain Trade Associations and Business Organizations" Against Stockholder Against With
10 A shareholder proposal by Carl Icahn of a non-binding advisory resolution that the Company commit to completing not less than $50 billion of share repurchases during its 2014 fiscal year (and increase the authorization under its capital return program accordingly) Against Stockholder Against With
11 A shareholder proposal by James McRitchie of a non-binding advisory resolution entitled "Proxy Access for Shareholders" Against Stockholder Against With

BALL CORPORATION

Ticker Symbol:BLL Cusip Number:058498106
Record Date: 3/3/2014 Meeting Date: 4/30/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1) John A. Hayes, 2) George M. Smart, 3) Theodore M. Solso, 4) Stuart A. Taylor II For Issuer For With
02 To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the corporation for 2014 For Issuer For With
03 To approve, by non-binding vote, the compensation paid to the named executive officers For Issuer For With
04 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: 3/10/2014 Meeting Date: 5/6/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Wayne T. Hockmeyer, 1b) Robert L. Parkinson, Jr., 1c) Thomas T. Stallkamp, 1d) Albert P. L. Stroucken 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 Shareholder Proposal - Right to Act by Written Consent For Stockholder Against Against
05 Shareholder Proposal - Executives to Retain Significant Stock Against Stockholder Against With

C. H. ROBINSON WORLDWIDE, INC.

Ticker Symbol:CHRW Cusip Number:12541W209
Record Date: 3/11/2014 Meeting Date: 5/8/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Scott P. Anderson, 1b) Robert Ezrilov, 1c) Wayne M. Fortun, 1d) Mary J. Steele Guilfoile, 1e) Jodee A. Kozlak, 1f) Rebecca Koenig Roloff, 1g) Brian P. Short For Issuer For With
02 To approve, by non-binding vote, named executive officer compensation. For Issuer For With
03 Ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2014. For Issuer For With

CHEVRON CORPORATION

Ticker Symbol:CVX Cusip Number:166764100
Record Date: 4/2/2014 Meeting Date: 5/28/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) L.F. Deily, 1b) R.E. Denham, 1c) A.P. Gast, 1d) E. Hernandez, Jr. 1e) J.M. Huntsman, Jr., 1f) G.L. Kirkland, 1g) C.W. Moorman, 1h) K.W. Sharer, 1i) J.G. Stumpf, 1j) R.D. Sugar, 1k) C. Ware, 1l) 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 Charitable Contributions Disclosure Against Stockholder Against With
05 Lobbying Disclosure Against Stockholder Against With
06 Shale Energy Operations Against Stockholder Against With
07 Independent Chairman Against Stockholder Against With
08 Special Meetings Against Stockholder Against With
09 Independent Director with Environmental Expertise Against Stockholder Against With
10 Country Selection Guidelines Against Stockholder Against With

CISCO SYSTEMS, INC.

Ticker Symbol:CSCO Cusip Number:17275R102
Record Date: 9/20/2013 Meeting Date: 11/19/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Carol A. Bartz, 1b) Marc Benioff, 1c) Gregory Q. Brown, 1d) M. Michele Burns, 1e) Michael D. Capellas, 1f) John T. Chambers, 1g) Brian L. Halla, 1h) Dr. John L. Hennessy, 1i) Dr. Kristina M. Johnson, 1j) Roderick C. McGeary, 1k) Arun Sarin, 1l) Steven M. West For Issuer For With
02 Approval of amendment and restatement of the 2005 Stock Incentive Plan. For Issuer For With
03 Approval, on an advisory basis, of executive compensation. For Issuer For With
04 Ratification of PricewaterhouseCoopers LLP as Cisco's independent registered public accounting firm for fiscal 2014. For Issuer For With
05 Approval to have Cisco hold a competition for giving public advice on the voting items in the proxy filing for Cisco's 2014 annual shareowners meeting. Against Stockholder Against With

COLGATE-PALMOLIVE COMPANY

Ticker Symbol:CL Cusip Number:194162103
Record Date: 3/10/2014 Meeting Date: 5/9/2014
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 Stockholder Proposal on Executive Stock Retention Requirement. Against Stockholder Against With

DISCOVER FINANCIAL SERVICES

Ticker Symbol:DFS Cusip Number:254709108
Record Date: 3/11/2014 Meeting Date: 5/7/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Jeffrey S. Aronin, 1b) Mary K. Bush, 1c) Gregory C. Case, 1d) Candace H. Duncan, 1e) Cynthia A. Glassman, 1f) Richard H. Lenny, 1g) Thomas G. Maheras, 1h) Michael H. Moskow, 1i) David W. Nelms, 1j) Mark A. Thierer, 1k) Lawrence A. Weinbach For Issuer For With
02 Advisory vote to approve named Executive Officer Compensation. For Issuer For With
03 To approve the amendment and restatement of our omnibus incentive plan. For Issuer For With
04 To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm. For Issuer For With

DOVER CORPORATION

Ticker Symbol:DOV Cusip Number:260003108
Record Date: 3/10/2014 Meeting Date: 5/1/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) R.W. Cremin, 1b) J-P.M. Ergas, 1c) P.T. Francis, 1d) K.C. Graham, 1e) M.F. Johnston, 1f) R.A. Livingston, 1g) R.K. Lochridge, 1h) B.G. Rethore, 1i) M.B. Stubbs, 1j) S.M. Todd, 1k) S.K. Wagner, 1l) M.A. Winston For Issuer For With
02 To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2014 For Issuer For With
03 To reapprove the performance criteria under our Executive Officer Annual Incentive Plan For Issuer For With
04 To approve, on an advisory basis named executive officer compensation For Issuer For With
05 To approve amendments to Article 14 of our Restated Certificate of Incorporation For Issuer For With
06 To approve amendments to Article 15 of our Restated Certificate of Incorporation For Issuer For With
07 To approve amendments to Article 16 of our Restated Certificate of Incorporation For Issuer For With
08 To approve an amendment to our By-Laws to permit shareholders to call a special meeting For Issuer For With

EXXON MOBIL CORPORATION

Ticker Symbol:XOM Cusip Number:30231G102
Record Date: 4/4/2014 Meeting Date: 5/28/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 01) M.J. Boskin, 02) P. Brabeck-Letmathe, 03) U.M. Burns, 04) L.R. Faulkner, 05) J.S. Fishman, 06) H.H. Fore, 07) K.C. Frazier, 08) W.W. George, 09) S.J. Palmisano, 10) S.S. Reinemund, 11) R.W. Tillerson, 12) W.C. Weldon For Issuer For With
02 Ratification of Independent Auditors (page 60) For Issuer For With
03 Advisory Vote to Approve Executive Compensation (page 60) For Issuer For With
04 Majority Vote for Directors (page 63) Against Stockholder Against With
05 Limit Directorships (page 64) Against Stockholder Against With
06 Amendment of EEO Policy (page 64) Against Stockholder Against With
07 Report on Lobbying (page 66) Against Stockholder Against With
08 Greenhouse Gas Emissions Goals (page 67) Against Stockholder Against With

INTEL CORPORATION

Ticker Symbol:INTC Cusip Number:458140100
Record Date: 3/24/2014 Meeting Date: 5/22/2014
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) Brian M. Krzanich, 1g) James D. Plummer, 1h) David S. Pottruck, 1i) Frank D. Yeary, 1j) 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

INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker Symbol:IBM Cusip Number:459200101
Record Date: 2/28/2014 Meeting Date: 4/29/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 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 Accounting Firm (page 71) For Issuer For With
03 Advisory Vote on Executive Compensation (page 72) For Issuer For With
04 Approval of Long-Term Incentive Performance Terms for Certain Executives Pursuant to Section 162(m) of the Internal Revenue Code (page 73) For Issuer For With
05 Adoption of the IBM 2014 Employees Stock Purchase Plan (page 76) For Issuer For With
06 Stockholder Proposal for Disclosure of Lobbying Policies and Practices (page 78) Against Stockholder Against With
07 Stockholder Proposal on the Right to Act by Written Consent (page 79) For Stockholder Against Against
08 Stockholder Proposal to Limit Accelerated Executive Pay (page 80) Against Stockholder Against With

JOHNSON & JOHNSON

Ticker Symbol:JNJ Cusip Number:478160104
Record Date: 2/15/2014 Meeting Date: 4/24/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Mary Sue Coleman, 1b) James G. Cullen, 1c) Ian E. L. Davs, 1d) Alex Gorsky, 1e) Susan Lindquist, 1f) Mark B. McClellan, 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 Independent Registered Public Accounting Firm for 2014 For Issuer For With
04 Shareholder Proposal - Exeucutives to Retain Significant Stock Against Stockholder Against With

LABORATORY CORPORATION OF AMERICA HOLDINGS

Ticker Symbol:LH Cusip Number:50540R409
Record Date: 3/17/2014 Meeting Date: 5/14/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Kerrii B. Anderson, 1b) Jean-Luc Belingard, 1c) D. Gary Gilliland, M.D., Ph.D., 1d) David P. King, 1e) Garheng Kong, M.D., Ph.D., 1f) Robert E. Mittelstaedt, Jr., 1g) Peter M. Neupert, 1h) Adam H. Schechter, 1i) 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 2014. For Issuer For With

MACY'S, INC.

Ticker Symbol:M Cusip Number:55616P104
Record Date: 3/21/2014 Meeting Date: 5/16/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01A Election of Director: Stephen F. Bollenbach For Issuer For With
01B Election of Director: Deirdre P. Connelly For Issuer For With
01C Election of Director: Meyer Feldberg For Issuer For With
01D Election of Director: Sara Levinson For Issuer For With
01E Election of Director: Terry J. Lundgren For Issuer For With
01F Election of Director: Joseph Neubauer For Issuer For With
01G Election of Director: Joyce M. Roche For Issuer For With
01H Election of Director: Paul C. Varga For Issuer For With
01I Election of Director: Craig E. Weatherup Against Issuer For Against
01J Election of Director: 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 January 31, 2015. For Issuer For With
03 Advisory vote to approve named executive officer compensation. For Issuer For With
04 Approval of Macy's amended and restated 2009 omnibus incentive compensation plan. For Issuer For With

MARCH & MCLENNAN COMPANIES, INC.

Ticker Symbol:MMC Cusip Number:571748102
Record Date: 3/17/2014 Meeting Date: 5/15/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Oscar Fanjul, 1b) Daniel S. Glaser, 1c) H. Edward Hanway, 1d) Lord Lang of Monkton, 1e) Elaine La Roche, 1f) Steven A. Mills, 1g) Bruce P. Nolop, 1h) Marc D. Oken, 1i) Morton O. Schapiro, 1j) Adele Simmons, 1k) Lloyd M. Yates, 1l) 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

MATTEL, INC.

Ticker Symbol:MAT Cusip Number:577081102
Record Date: 3/21/2014 Meeting Date: 5/16/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Michael J. Dolan, 1b) Trevor A. Edwards, 1c) Dr. Frances D. Fergusson, 1d) Dominic Ng, 1e) Vasant M. Prabhu, 1f) Dr. Andrea L. Rich, 1g) Dean A. Scarborough, 1h) Christopher A. Sinclair, 1i) Bryan G. Stockton, 1j) Dirk Van de Put, 1k) Kathy White Loyd For Issuer For With
02 Advisory vote to approve named executive officer compensation, as described in the Mattel, Inc. Proxy Statement. For Issuer For With
03 Ratification of the selection of PricewaterhouseCoopers LLP as Mattel, Inc.'s independent registered public accounting firm for the year ending December 31, 2014. For Issuer For With
04 Stockholder proposal regarding an independent Board Chairman. Against Stockholder Against With

MCKESSON CORPORATION

Ticker Symbol:MCK Cusip Number:58155Q103
Record Date: 6/3/2013 Meeting Date: 7/31/2013
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Andy D. Bryant, 1b) Wayne A. Budd, 1c) John H. Hammergren, 1d) Alton F. Irby III, 1e) M. Christine Jacobs, 1f) Marie L. Knowles, 1g) David M. Lawrence, MD, 1h) Edward A. Mueller, 1i) Jane E. Shaw, PhD. For Issuer For With
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, 2014. For Issuer For With
03 Advisory vote on executive compensation. For Issuer For With
04 Approval of 2013 Stock Plan. For Issuer For With
05 Approval of amendment to 2000 Employee Stock Purchase Plan. For Issuer For With
06 Approval of amendments to By-Laws to provide for a stockholder right to call special meetings. For Issuer For With
07 Stockholder proposal on action by written consent of stockholders. For Stockholder Against Against
08 Stockholder proposal on disclosure of political contributions and expenditures. Against Stockholder Against With
09 Stockholder proposal on significant executive stock retention until reaching normal retirement age or terminating employment. Against Stockholder Against With
10 Stockholder proposal on compensation clawback policy. Against Stockholder Against With

MICROSOFT CORPORATION

Ticker Symbol:MSFT Cusip Number:594918104
Record Date: 9/13/2013 Meeting Date: 11/19/2013
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 Approve material terms of the performance criteria under the Executive Officer Incentive Plan For Issuer For With
11 Advisory vote on executive compensation For Issuer For With
12 Ratification of Deloitte & Touche LLP as our independent auditor for fiscal year 2014 For Issuer For With

ORACLE CORPORATION

Ticker Symbol:ORCL Cusip Number:68389X105
Record Date: 9/3/2013 Meeting Date: 10/31/2013
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) Naomi O. Seligman For Issuer For With
02 Advisory Vote to Approve Executive Compensation. For Issuer For With
03 Approval of Amendment to the Long-Term Equity Incentive Plan. For Issuer For With
04 Ratification of the Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2014. For Issuer For With
05 Stockholder proposal regarding establishing a Board Committee on Human Rights. Against Stockholder Against With
06 Stockholder proposal regarding Independent Board Chairman. Against Stockholder Against With
07 Stockholder proposal regarding vote tabulation. Against Stockholder Against With
08 Stockholder proposal regarding Multiple Performance Metrics. Against Stockholder Against With
09 Stockholder proposal regarding Quantifiable Performance Metrics. Against Stockholder Against With

PEPSICO, INC.

Ticker Symbol:PEP Cusip Number:713448108
Record Date: 2/28/2014 Meeting Date: 5/7/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Shona L. Brown, 1b) George W. Buckley, 1c) Ian M. Cook, 1d) Dina Dublon, 1e) Rona A. Fairhead, 1f) Ray L. Hunt, 1g) Alberto Ibarguen, 1h) Indra K. Nooyi, 1i) Sharon Percy Rockefeller, 1j) James J. Schiro, 1k) Lloyd G. Trotter, 1l) Daniel Vasella, 1m) Alberto Weisser For Issuer For With
02 Ratification of the appointment of KPMG LLP as the Company's independent registered public accountants for fiscal year 2014. For Issuer For With
03 Advisory approval of the Company's executive compensation. For Issuer For With
04 Approval of the material terms of the performance goals of the PepsiCo, Inc. Executive Incentive Compensation Plan. For Issuer For With
05 Policy regarding approval of political contributions. Against Stockholder Against With
06 Policy regarding executive retention of stock. Against Stockholder Against With

QUALCOMM INCORPORATED

Ticker Symbol:QCOM Cusip Number:747525103
Record Date: 1/6/2014 Meeting Date: 3/4/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Barbara T. Alexander, 1b) Donald G. Cruickshank, 1c) Raymond V. Dittamore, 1d) Susan Hockfield, 1e) Thomas W. Horton, 1f) Paul E. Jacobs, 1g) Sherry Lansing, 1h) Steven M. Mollenkopf, 1i) Duane A. Nelles, 1j) Clark T. Randt, Jr., 1k) Francisco Ros, 1l) Jonathan J. Rubinstein, 1m) Brent Scowcroft, 1n) Marc I. Stern For Issuer For With
02 To ratify the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 28, 2014 For Issuer For With
03 Advisory vote to approve our executive compensation For Issuer For With
04 The Board of Directors recommends you vote 1 year on the following: Advisory vote on the frequency of future advisory votes on executive compensation For Issuer For With

RAYTHEON COMPANY

Ticker Symbol:RTN Cusip Number:755111507
Record Date: 4/8/2014 Meeting Date: 5/29/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) James E. Cartwright, 1b) Vernon E. Clark, 1c) Stephen J. Hadley, 1d) Thomas A. Kennedy, 1e) George R. Oliver, 1f) Michael C. Ruettgers, 1g) Ronald L. Skates, 1h) William R. Spivey, 1i) Linda G. Stuntz, 1j) William H. Swanson For Issuer For With
02 Advisory voteon executive compensation For Issuer For With
03 Ratification of Independent Auditors For Issuer For With
04 Approval of amendment to Restated Certificate of Incorporation to authorize shareholder action by written consent For Issuer For With
05 Shareholder proposal regarding political expenditures Against Stockholder Against With
06 Shareholder proposal regarding lobbying activities Against Stockholder Against With

TE CONNECTIVITY LTD.

Ticker Symbol:TEL Cusip Number:H84989104
Record Date: 2/12/2014 Meeting Date: 3/4/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 1a) Pierre R. Brondeau, 1b) Juergen W. Gromer, 1c) William A. Jeffrey, 1d) Thomas J. Lynch, 1e, Yong Nam, 1f) Daniel J. Phelan, 1g) Frederic M. Poses, 1h) Lawrence S. Smith, 1i) Paula A. Sneed, 1j) David P. Steiner, 1k) John C. Van Scoter, 1l) Laura H. Wright For Issuer For With
02 To elect Thomas J. Lynch as the Chairman of the Board of Directors For Issuer For With
03 To elect the individual members of the Management Development & Compensation Committee: 3a) Daniel J. Phelan, 3b) Paula A Sneed, 3c) David P. Steiner For Issuer For With
04 To elect Dr. Jvo Grundler, of Ernst & Young Ltd, or another individual representative of Ernst & Young Ltd if Dr. Grundler is unable to serve at the meeting, as the independent proxy For Issuer For With
05.1 To approve the 2013 Annual Report of TE Connectivity Ltd (excluding the statutory financial statements for the fiscal year ended September 27, 2013 and the consolidated financial statements for the fiscal year ended September 27, 2013) For Issuer For With
05.2 To approve the statutory financial statements of TE Connectivity Ltd for the fiscal year ended September 27, 2013 For Issuer For With
05.3 To approve the consolidated financial statements of TE Connectivity Ltd for the fiscal year ended September 27, 2013 For Issuer For With
06 To release the members of the Board of Directors and executive officers of TE Connectivity for activities during the fiscal year ended September 27, 2013 For Issuer For With
07.1 To elect Deloitte & Touche LLP as the TE Connectivity's independent registered public accounting firm for fiscal year 2014 For Issuer For With
07.2 To elect Deloitte AG, Zurich, Switzerland, as TE Connectivity's Swiss registered auditor until the next annual general meeting of TE Connectivity For Issuer For With
07.3 To elect PricewaterhouseCoopers AG, Zurich, Switzerland, as TE Connectivity's special auditor until the next annual general meeting of TE Connectivity For Issuer For With
08 An advisory vote to approve executive compensation For Issuer For With
09 To approve the appropriation of available earnings for fiscal year 2013 For Issuer For With
10 To approve a dividend payment to shareholders in a Swiss franc amount equal to US 1.16 per issued share to be paid in four equal quarterly installments of US 0.29 starting with the third fiscal quarter of 2014 and ending in the second fiscal quarter of 2015 pursuant to the terms of the dividend resolution For Issuer For With
11 To approve an authorization relating to TE Connectivity's share repurchase program For Issuer For With
12 To approve a reduction of share capital for shares aquired under TE Connectivity's share repurchase program and related amendments to the articles of association For Issuer For With
13 To approve any adjournments or postponements of the annual general meeting For Issuer For With

TJX COMPANIES, INC.

Ticker Symbol:TJX Cusip Number:872540109
Record Date: 4/14/2014 Meeting Date: 6/10/2014
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) Carol Meyrowitz, 1i) John F. O'Brien, 1j) Willow B. Shire For Issuer For With
02 Ratification of appointment of independent registered public accounting firm for fiscal 2015 For Issuer For With
03 Say on Pay: Advisory approval of TJX's executive compensation. For Issuer For With

TORCHMARK CORPORATION

Ticker Symbol:TMK Cusip Number:891027104
Record Date: 3/3/2014 Meeting Date: 4/24/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: a1) Charles E. Adair, 1b) Marilyn A. Alexander, 1c) David L. Boren, 1d) Jane M. Buchan, 1e) Gary L. Coleman, 1f) Larry M. Hutchison, 1g) Robert W. Ingram, 1h) Lloyd W. Newton, 1i) Darren M. Rebelez, 1j) Lamar C. Smith, 1k) Paul J. Zucconi For Issuer For With
02 Ratification of auditors For Issuer For With
03 Approval of amendment to 2011 Incentive Plan For Issuer For With
04 Advisory approval of 2013 executive compensation For Issuer For With

U.S. BANCORP

Ticker Symbol:USB Cusip Number:902973304
Record Date: 2/18/2014 Meeting Date: 4/15/2014
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 2014 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 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: 3/24/2014 Meeting Date: 5/15/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: a1) A.H. Card, Jr., 1b) E.B. Davis, Jr., 1c) D.B. Dillon, 1d) J.R. Hope, 1e) J.J. Koraleski, 1f) C.C. Krulak, 1g) M.R. McCarthy, 1h) M.W. McConnell, 1i) T.F. McLarty III, 1j) S.R. Rogel, 1k) J.H. Villarreal 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 Amendment to the restated Articles of Incorporation to increase the authorized number of shares of common stock. For Issuer For With
05 Shareholder Proposal regarding executives to retain significant stock if properly presented at the annual meeing. Against Stockholder Against With

UNITED TECHNOLOGIES CORPORATION

Ticker Symbol:UTX Cusip Number:913017109
Record Date: 3/3/2014 Meeting Date: 4/29/2014
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 PricewaterhouseCoopers LLP as Independent Auditor for 2014 For Issuer For With
03 Approve an amendment and restatement of the 2005 Long-Term Incentive Plan, including approval of additional shares for future awards For Issuer For With
04 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: 3/3/2014 Meeting Date: 4/22/2014
Proposal # Proposal Vote Author MRV* vs. Mgmt
01 Election of Directors: 01) Richard T. Carucci, 02) Juliana L. Chugg, 03) Juan Ernesto De Bedout, 04) Ursula O. Fairbairn, 05) George Fellows, 06) Clarence Otis, Jr., 07) Matthew J. Shattock, 08) Eric C. Wiseman For Issuer For With
02 Advisory vote to approve named executive officer compensation. For Issuer For With
03 Ratification of the selection of Pricewaterhousecoopers LLP as VF's independent registered public accounting firm for the 2014 fiscal year. For Issuer For With

WALGREEN CO.

Ticker Symbol:WAG Cusip Number:931422109
Record Date: 11/11/2013 Meeting Date: 1/8/2014
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 Ratify the appointment of Deloitte & Touche LLP as Walgreen Co's independent registered public accounting firm. For Issuer For With
04 Shareholder proposal regarding an executive equity retention policy. Against Stockholder Against With
05 Shareholder proposal regarding proxy access/ Against Stockholder Against With


* Management Recommended Vote


SIGNATURES


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



Conestoga Funds


By /s/William C. Martindale Jr.

* William C. Martindale Jr.

Chief Executive Officer


By /s/Robert M. Mitchell

* Robert M. Mitchell

Treasurer and Chief Financial Officer


Date: July 17, 2014


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