0000919574-12-005248.txt : 20120830 0000919574-12-005248.hdr.sgml : 20120830 20120829174723 ACCESSION NUMBER: 0000919574-12-005248 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120630 FILED AS OF DATE: 20120830 DATE AS OF CHANGE: 20120829 EFFECTIVENESS DATE: 20120830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCEBERNSTEIN SMALL MID CAP GROWTH FUND CENTRAL INDEX KEY: 0000019614 IRS NUMBER: 136021421 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-00204 FILM NUMBER: 121064135 BUSINESS ADDRESS: STREET 1: ALLIANCEBERNSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: ALLIANCEBERNSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCEBERNSTEIN MID CAP GROWTH FUND INC DATE OF NAME CHANGE: 20030319 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE MID CAP GROWTH FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL FUND INC DATE OF NAME CHANGE: 19870415 0000019614 S000010117 ALLIANCEBERNSTEIN SMALL MID CAP GROWTH FUND INC C000028067 Class A CHCLX C000028068 Class B CHCBX C000028069 Class C CHCCX C000028070 Advisor Class CHCYX C000028071 Class R CHCRX C000028072 Class K CHCKX C000028073 Class I CHCIX N-PX 1 d811-00204_12.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-00204 AllianceBernstein Small/Mid Cap Growth Fund, Inc. (Exact name of registrant as specified in charter) AllianceBernstein L.P. 1345 Avenue of the Americas, New York, New York l0105 (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, including Area Code: (800) 221-5672 EMILIE D. WRAPP AllianceBernstein L.P. 1345 Avenue of the Americas New York, New York l0105 (Name and address of agent for service) Copies of communications to: Kathleen K. Clarke Seward & Kissel LLP 901 K Street, N.W. Washington, D.C. 20001 Date of fiscal year end: July 31 Date of reporting period: July 1, 2011 - June 30, 2012 Item 1. Proxy Voting Record. ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-00204 Reporting Period: 07/01/2011 - 06/30/2012 AllianceBernstein Small/Mid Cap Growth Fund, Inc. ============== AllianceBernstein Small/Mid Cap Growth Fund, Inc. =============== ACTUANT CORPORATION Ticker: ATU Security ID: 00508X203 Meeting Date: JAN 10, 2012 Meeting Type: Annual Record Date: NOV 14, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert C. Arzbaecher For For Management 1.2 Elect Director Gurminder S. Bedi For For Management 1.3 Elect Director Gustav H.p. Boel For For Management 1.4 Elect Director Thomas J. Fischer For For Management 1.5 Elect Director William K. Hall For For Management 1.6 Elect Director R. Alan Hunter For For Management 1.7 Elect Director Robert A. Peterson For For Management 1.8 Elect Director Holly A. Van Deursen For For Management 1.9 Elect Director Dennis K. Williams For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ADTRAN, INC. Ticker: ADTN Security ID: 00738A106 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas R. Stanton For For Management 1.2 Elect Director H. Fenwick Huss For For Management 1.3 Elect Director Ross K. Ireland For For Management 1.4 Elect Director William L. Marks For For Management 1.5 Elect Director James E. Matthews For For Management 1.6 Elect Director Balan Nair For For Management 1.7 Elect Director Roy J. Nichols For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- AFFILIATED MANAGERS GROUP, INC. Ticker: AMG Security ID: 008252108 Meeting Date: JUN 18, 2012 Meeting Type: Annual Record Date: APR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Samuel T. Byrne For For Management 2 Elect Director Dwight D. Churchill For For Management 3 Elect Director Sean M. Healey For For Management 4 Elect Director Harold J. Meyerman For For Management 5 Elect Director William J. Nutt For For Management 6 Elect Director Tracy P. Palandjian For For Management 7 Elect Director Rita M. Rodriguez For For Management 8 Elect Director Patrick T. Ryan For For Management 9 Elect Director Jide J. Zeitlin For For Management 10 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 11 Ratify Auditors For For Management -------------------------------------------------------------------------------- AKORN, INC. Ticker: AKRX Security ID: 009728106 Meeting Date: MAY 04, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John N. Kapoor For For Management 1.2 Elect Director Ronald M. Johnson For For Management 1.3 Elect Director Brian Tambi For For Management 1.4 Elect Director Steven J. Meyer For For Management 1.5 Elect Director Alan Weinstein For For Management 1.6 Elect Director Kenneth S. Abramowitz For For Management 1.7 Elect Director Adrienne L. Graves For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ALLIANCE DATA SYSTEMS CORPORATION Ticker: ADS Security ID: 018581108 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Edward J. Heffernan For For Management 2 Elect Director Robert A. Minicucci For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- AMERIGROUP CORPORATION Ticker: AGP Security ID: 03073T102 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas E. Capps For For Management 1.2 Elect Director Emerson U. Fullwood For For Management 1.3 Elect Director William J. Mcbride For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- AMETEK, INC. Ticker: AME Security ID: 031100100 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Malone For For Management 1.2 Elect Director Elizabeth R. Varet For For Management 1.3 Elect Director Dennis K. Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- ANSYS, INC. Ticker: ANSS Security ID: 03662Q105 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 22, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter J. Smith For For Management 1.2 Elect Director Bradford C. Morley For For Management 1.3 Elect Director Patrick J. Zilvitis For For Management 2 Adopt Majority Voting for Uncontested For For Management Election of Directors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- ARIAD PHARMACEUTICALS, INC. Ticker: ARIA Security ID: 04033A100 Meeting Date: JUN 21, 2012 Meeting Type: Annual Record Date: APR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harvey J. Berger For For Management 1.2 Elect Director Wayne Wilson For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ASPEN TECHNOLOGY, INC. Ticker: AZPN Security ID: 045327103 Meeting Date: DEC 08, 2011 Meeting Type: Annual Record Date: OCT 17, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joan C. Mcardle For Withhold Management 1.2 Elect Director Simon J. Orebi Gann For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- AVEO PHARMACEUTICALS, INC. Ticker: AVEO Security ID: 053588109 Meeting Date: MAY 30, 2012 Meeting Type: Annual Record Date: APR 03, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth M. Bate For For Management 1.2 Elect Director Ronald A. DePinho For For Management 1.3 Elect Director Anthony B. Evnin For For Management 1.4 Elect Director Tuan Ha-Ngoc For For Management 1.5 Elect Director Raju Kucherlapati For For Management 1.6 Elect Director Henri A. Termeer For For Management 1.7 Elect Director Kenneth E. Weg For Withhold Management 1.8 Elect Director Robert C. Young For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- BIOMARIN PHARMACEUTICAL INC. Ticker: BMRN Security ID: 09061G101 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jean-Jacques Bienaime For For Management 1.2 Elect Director Michael Grey For For Management 1.3 Elect Director Elaine J. Heron For For Management 1.4 Elect Director Pierre Lapalme For For Management 1.5 Elect Director V. Bryan Lawlis For For Management 1.6 Elect Director Richard A. Meier For For Management 1.7 Elect Director Alan J. Lewis For For Management 1.8 Elect Director William D. Young For For Management 1.9 Elect Director Kenneth M. Bate For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- CABOT OIL & GAS CORPORATION Ticker: COG Security ID: 127097103 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Rhys J. Best For For Management 2 Elect Director Robert Kelley For For Management 3 Elect Director P. Dexter Peacock For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Increase Authorized Common Stock For For Management 7 Declassify the Board of Directors For For Management 8 Include Sustainability as a Against Against Shareholder Performance Measure for Senior Executive Compensation 9 Provide Sustainability Report Against For Shareholder -------------------------------------------------------------------------------- CADENCE DESIGN SYSTEMS, INC. Ticker: CDNS Security ID: 127387108 Meeting Date: MAY 04, 2012 Meeting Type: Annual Record Date: MAR 06, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Susan L. Bostrom For For Management 2 Elect Director Donald L. Lucas For For Management 3 Elect Director James D. Plummer For For Management 4 Elect Director Alberto For For Management Sangiovanni-Vincentelli 5 Elect Director George M. Scalise For For Management 6 Elect Director John B. Shoven For For Management 7 Elect Director Roger S. Siboni For For Management 8 Elect Director Lip-Bu Tan For For Management 9 Amend Non-Employee Director Omnibus For For Management Stock Plan 10 Amend Non-Employee Director Omnibus For For Management Stock Plan 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- CARMAX, INC. Ticker: KMX Security ID: 143130102 Meeting Date: JUN 25, 2012 Meeting Type: Annual Record Date: APR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey E. Garten For For Management 1.2 Elect Director Vivian M. Stephenson For For Management 1.3 Elect Director Beth A. Stewart For For Management 1.4 Elect Director William R. Tiefel For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Amend Executive Incentive Bonus Plan For For Management 6 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- CATALYST HEALTH SOLUTIONS, INC. Ticker: CHSI Security ID: 14888B103 Meeting Date: JUN 04, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven B. Epstein For For Management 1.2 Elect Director Michael R. McDonnell For For Management 1.3 Elect Director Dale B. Wolf For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CENTENE CORPORATION Ticker: CNC Security ID: 15135B101 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: FEB 24, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert K. Ditmore For For Management 1.2 Elect Director Frederick H. Eppinger For For Management 1.3 Elect Director David L. Steward For For Management 1.4 Elect Director Orlando Ayala For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- CONCHO RESOURCES INC. Ticker: CXO Security ID: 20605P101 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven L. Beal For For Management 1.2 Elect Director Tucker S. Bridwell For For Management 1.3 Elect Director Mark B. Puckett For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- COSTAR GROUP, INC. Ticker: CSGP Security ID: 22160N109 Meeting Date: JUN 05, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael R. Klein For For Management 1.2 Elect Director Andrew C. Florance For For Management 1.3 Elect Director David Bonderman For Withhold Management 1.4 Elect Director Michael J. Glosserman For For Management 1.5 Elect Director Warren H. Haber For For Management 1.6 Elect Director Christopher J. Nassetta For For Management 1.7 Elect Director David J. Steinberg For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DICK'S SPORTING GOODS, INC. Ticker: DKS Security ID: 253393102 Meeting Date: JUN 06, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. Colombo For For Management 1.2 Elect Director Larry D. Stone For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DOLLAR TREE, INC. Ticker: DLTR Security ID: 256746108 Meeting Date: JUN 14, 2012 Meeting Type: Annual Record Date: APR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arnold S. Barron For For Management 1.2 Elect Director Macon F. Brock, Jr. For For Management 1.3 Elect Director Mary Anne Citrino For For Management 1.4 Elect Director J. Douglas Perry For For Management 1.5 Elect Director Thomas A. Saunders, III For For Management 1.6 Elect Director Thomas E. Whiddon For For Management 1.7 Elect Director Carl P. Zeithaml For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. Ticker: EXPD Security ID: 302130109 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mark A. Emmert For For Management 2 Elect Director R. Jordan Gates For For Management 3 Elect Director Dan P. Kourkoumelis For For Management 4 Elect Director Michael J. Malone For For Management 5 Elect Director John W. Meisenbach For For Management 6 Elect Director Peter J. Rose For For Management 7 Elect Director James L. K. Wang For For Management 8 Elect Director Robert R. Wright For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 10 Approve Stock Option Plan For For Management 11 Ratify Auditors For For Management 12 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. Ticker: FCS Security ID: 303726103 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 06, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charles P. Carinalli For For Management 2 Elect Director Randy W. Carson For For Management 3 Elect Director Terry A. Klebe For For Management 4 Elect Director Anthony Lear For For Management 5 Elect Director Thomas L. Magnanti For For Management 6 Elect Director Kevin J. McGarity For For Management 7 Elect Director Bryan R. Roub For For Management 8 Elect Director Ronald W. Shelly For For Management 9 Elect Director Mark S. Thompson For For Management 10 Amend Omnibus Stock Plan For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Reduce Supermajority Vote Requirement For For Management 13 Adopt the Jurisdiction of For Against Management Incorporation as the Exclusive Forum for Certain Disputes 14 Ratify Auditors For For Management -------------------------------------------------------------------------------- FMC TECHNOLOGIES, INC. Ticker: FTI Security ID: 30249U101 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mike R. Bowlin For For Management 2 Elect Director Philip J. Burguieres For For Management 3 Elect Director Edward J. Mooney For For Management 4 Elect Director James M. Ringler For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Declassify the Board of Directors For For Management -------------------------------------------------------------------------------- FORTINET, INC. Ticker: FTNT Security ID: 34959E109 Meeting Date: JUN 14, 2012 Meeting Type: Annual Record Date: APR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Chenming Hu For For Management 1.2 Elect Director Hong Liang Lu For For Management 1.3 Elect Director Ken Xie For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- GARDNER DENVER, INC. Ticker: GDI Security ID: 365558105 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael C. Arnold For For Management 1.2 Elect Director Barry L. Pennypacker For For Management 1.3 Elect Director Richard L. Thompson For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- GENESEE & WYOMING INC. Ticker: GWR Security ID: 371559105 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Allert For For Management 1.2 Elect Director Michael Norkus For For Management 1.3 Elect Director Ann N. Reese For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- GREEN MOUNTAIN COFFEE ROASTERS, INC. Ticker: GMCR Security ID: 393122106 Meeting Date: MAR 22, 2012 Meeting Type: Annual Record Date: JAN 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William D. Davis For For Management 1.2 Elect Director Jules A. del Vecchio For For Management 1.3 Elect Director Robert P. Stiller For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Increase Authorized Common Stock For Against Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- HEALTHSPRING, INC. Ticker: HS Security ID: 42224N101 Meeting Date: JAN 12, 2012 Meeting Type: Special Record Date: DEC 08, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management 3 Advisory Vote on Golden Parachutes For For Management -------------------------------------------------------------------------------- HEXCEL CORPORATION Ticker: HXL Security ID: 428291108 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Joel S. Beckman For For Management 2 Elect Director David E. Berges For For Management 3 Elect Director Lynn Brubaker For For Management 4 Elect Director Jeffrey C. Campbell For For Management 5 Elect Director Sandra L. Derickson For For Management 6 Elect Director W. Kim Foster For For Management 7 Elect Director Thomas A. Gendron For For Management 8 Elect Director Jeffrey A. Graves For For Management 9 Elect Director David C. Hill For For Management 10 Elect Director David L. Pugh For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- HITTITE MICROWAVE CORPORATION Ticker: HITT Security ID: 43365Y104 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen G. Daly For For Management 1.2 Elect Director Ernest L. Godshalk For For Management 1.3 Elect Director Rick D. Hess For For Management 1.4 Elect Director Adrienne M. Markham For For Management 1.5 Elect Director Brian P. McAloon For For Management 1.6 Elect Director Cosmo S. Trapani For For Management 1.7 Elect Director Franklin Weigold For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- HMS HOLDINGS CORP. Ticker: HMSY Security ID: 40425J101 Meeting Date: JUL 06, 2011 Meeting Type: Annual Record Date: MAY 17, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Miller III For For Management 1.2 Elect Director Ellen A. Rudnick For For Management 1.3 Elect Director Michael A. Stocker For For Management 1.4 Elect Director Richard H. Stowe For For Management 2 Increase Authorized Common Stock For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Amend Omnibus Stock Plan For For Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Advisory Vote on Say on Pay Frequency Three One Year Management Years 8 Ratify Auditors For For Management -------------------------------------------------------------------------------- HMS HOLDINGS CORP. Ticker: HMSY Security ID: 40425J101 Meeting Date: JUN 26, 2012 Meeting Type: Annual Record Date: MAY 07, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert. M. Holster For For Management 2 Elect Director James T. Kelly For For Management 3 Elect Director William C. Lucia For For Management 4 Elect Director William S. Mosakowski For For Management 5 Elect Director Bart M. Schwartz For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- IBERIABANK CORPORATION Ticker: IBKC Security ID: 450828108 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ernest P. Breaux, Jr. For For Management 1.2 Elect Director Daryl G. Byrd For For Management 1.3 Elect Director John N. Casbon For For Management 1.4 Elect Director John E. Koerner, III For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- IDEX CORPORATION Ticker: IEX Security ID: 45167R104 Meeting Date: APR 10, 2012 Meeting Type: Annual Record Date: FEB 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William M. Cook For For Management 1.2 Elect Director Michael T. Tokarz For Withhold Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- INFORMATICA CORPORATION Ticker: INFA Security ID: 45666Q102 Meeting Date: MAY 31, 2012 Meeting Type: Annual Record Date: APR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Sohaib Abbasi For For Management 2 Elect Director Geoffrey W. Squire For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- INTERNATIONAL RECTIFIER CORPORATION Ticker: IRF Security ID: 460254105 Meeting Date: NOV 11, 2011 Meeting Type: Annual Record Date: SEP 16, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard J. Dahl For For Management 1.2 Elect Director Dwight W. Decker For For Management 1.3 Elect Director Rochus E. Vogt For For Management 2 Approve Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- IRONWOOD PHARMACEUTICALS, INC. Ticker: IRWD Security ID: 46333X108 Meeting Date: MAY 31, 2012 Meeting Type: Annual Record Date: APR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George H. Conrades For For Management 1.2 Elect Director Joseph C. Cook, Jr. For For Management 1.3 Elect Director David A. Ebersman For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- JOY GLOBAL INC. Ticker: JOY Security ID: 481165108 Meeting Date: MAR 06, 2012 Meeting Type: Annual Record Date: JAN 06, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven L. Gerard For For Management 1.2 Elect Director John T. Gremp For For Management 1.3 Elect Director John Nils Hanson For For Management 1.4 Elect Director Gale E. Klappa For For Management 1.5 Elect Director Richard B. Loynd For For Management 1.6 Elect Director P. Eric Siegert For For Management 1.7 Elect Director Michael W. Sutherlin For For Management 1.8 Elect Director James H. Tate For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Reduce Supermajority Vote Requirement For For Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- K12 INC. Ticker: LRN Security ID: 48273U102 Meeting Date: DEC 22, 2011 Meeting Type: Annual Record Date: NOV 10, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Craig R. Barrett For Withhold Management 1.2 Elect Director Guillermo Bron For For Management 1.3 Elect Director Nathaniel A. Davis For For Management 1.4 Elect Director Steven B. Fink For For Management 1.5 Elect Director Mary H. Futrell For For Management 1.6 Elect Director Ronald J. Packard For For Management 1.7 Elect Director Jon Q. Reynolds, Jr. For For Management 1.8 Elect Director Andrew H. Tisch For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- KIRBY CORPORATION Ticker: KEX Security ID: 497266106 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: MAR 01, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Bob G. Gower For For Management 2 Elect Director Monte J. Miller For For Management 3 Elect Director Joseph H. Pyne For For Management 4 Amend Omnibus Stock Plan For For Management 5 Amend Non-Employee Director Omnibus For For Management Stock Plan 6 Ratify Auditors For For Management 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LAZARD LTD Ticker: LAZ Security ID: G54050102 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Ashish Bhutani as Director For For Management 1.2 Elect Steven J. Heyer as Director For For Management 1.3 Elect Sylvia Jay as Director For For Management 1.4 Elect Vernon E. Jordon, Jr. as Director For For Management 2 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- LINCOLN ELECTRIC HOLDINGS, INC. Ticker: LECO Security ID: 533900106 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harold L. Adams For For Management 1.2 Elect Director Curtis E. Espeland For For Management 1.3 Elect Director Robert J. Knoll For For Management 1.4 Elect Director John M. Stropki, Jr. For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- LKQ CORPORATION Ticker: LKQX Security ID: 501889208 Meeting Date: MAY 07, 2012 Meeting Type: Annual Record Date: MAR 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. Clinton Allen For For Management 1.2 Elect Director Kevin F. Flynn For For Management 1.3 Elect Director Ronald G. Foster For For Management 1.4 Elect Director Joseph M. Holsten For For Management 1.5 Elect Director Blythe J. McGarvie For For Management 1.6 Elect Director Paul M. Meister For For Management 1.7 Elect Director John F. O'Brien For For Management 1.8 Elect Director Robert L. Wagman For For Management 1.9 Elect Director William M. Webster, IV For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LSI CORPORATION Ticker: LSI Security ID: 502161102 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charles A. Haggerty For For Management 2 Elect Director Richard S. Hill For For Management 3 Elect Director John H.F. Miner For For Management 4 Elect Director Arun Netravali For For Management 5 Elect Director Charles C. Pope For For Management 6 Elect Director Gregorio Reyes For For Management 7 Elect Director Michael G. Strachan For For Management 8 Elect Director Abhijit Y. Talwalkar For For Management 9 Elect Director Susan M. Whitney For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 12 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- MEDNAX, INC. Ticker: MD Security ID: 58502B106 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cesar L. Alvarez For For Management 1.2 Elect Director Waldemar A. Carlo For For Management 1.3 Elect Director Michael B. Fernandez For For Management 1.4 Elect Director Roger K. Freeman For For Management 1.5 Elect Director Paul G. Gabos For For Management 1.6 Elect Director Pascal J. Goldschmidt For For Management 1.7 Elect Director Manuel Kadre For For Management 1.8 Elect Director Roger J. Medel For For Management 1.9 Elect Director Donna E. Shalala For For Management 1.10 Elect Director Enrique J. Sosa For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MICROS SYSTEMS, INC. Ticker: MCRS Security ID: 594901100 Meeting Date: NOV 18, 2011 Meeting Type: Annual Record Date: SEP 26, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Louis M. Brown, Jr. For For Management 1.2 Elect Director B. Gary Dando For For Management 1.3 Elect Director A.L. Giannopoulos For For Management 1.4 Elect Director F. Suzanne Jenniches For For Management 1.5 Elect Director John G. Puente For For Management 1.6 Elect Director Dwight S. Taylor For For Management 2 Ratify Auditors For For Management 3 Amend Stock Option Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- MSC INDUSTRIAL DIRECT CO., INC. Ticker: MSM Security ID: 553530106 Meeting Date: JAN 12, 2012 Meeting Type: Annual Record Date: NOV 23, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mitchell Jacobson For For Management 1.2 Elect Director David Sandler For For Management 1.3 Elect Director Jonathan Byrnes For For Management 1.4 Elect Director Roger Fradin For For Management 1.5 Elect Director Erik Gershwind For For Management 1.6 Elect Director Louise Goeser For For Management 1.7 Elect Director Denis Kelly For For Management 1.8 Elect Director Philip Peller For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- NATIONAL CINEMEDIA, INC. Ticker: NCMI Security ID: 635309107 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David R. Haas For For Management 1.2 Elect Director James R. Holland, Jr. For For Management 1.3 Elect Director Stephen L. Lanning For For Management 1.4 Elect Director Edward H. Meyer For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- NETLOGIC MICROSYSTEMS, INC. Ticker: NETL Security ID: 64118B100 Meeting Date: NOV 22, 2011 Meeting Type: Special Record Date: OCT 19, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management 3 Advisory Vote on Golden Parachutes For For Management -------------------------------------------------------------------------------- NXSTAGE MEDICAL, INC. Ticker: NXTM Security ID: 67072V103 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey H. Burbank For For Management 1.2 Elect Director Philippe O. Chambon For For Management 1.3 Elect Director Daniel A. Giannini For For Management 1.4 Elect Director Nancy J. Ham For For Management 1.5 Elect Director Earl R. Lewis For For Management 1.6 Elect Director Craig W. Moore For For Management 1.7 Elect Director Reid S. Perper For For Management 1.8 Elect Director Barry M. Straube For For Management 1.9 Elect Director David S. Utterberg For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- OCEANEERING INTERNATIONAL, INC. Ticker: OII Security ID: 675232102 Meeting Date: MAY 04, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jerold J. DesRoche For For Management 1.2 Elect Director John R. Huff For For Management 1.3 Elect Director M. Kevin McEvoy For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- OIL STATES INTERNATIONAL, INC. Ticker: OIS Security ID: 678026105 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. James Nelson For For Management 1.2 Elect Director Gary L. Rosenthal For For Management 1.3 Elect Director William T. Van Kleef For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ON SEMICONDUCTOR CORPORATION Ticker: ONNN Security ID: 682189105 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: MAR 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Atsushi Abe For For Management 2 Elect Director Curtis J. Crawford For For Management 3 Elect Director Daryl A. Ostrander For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify Auditors For For Management 6 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- ORIENT-EXPRESS HOTELS LTD. Ticker: OEH Security ID: G67743107 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harsha V. Agadi For Withhold Management 1.2 Elect Director John D. Campbell For Withhold Management 1.3 Elect Director Mitchell C. Hochberg For Withhold Management 1.4 Elect Director Ruth Kennedy For For Management 1.5 Elect Director Prudence M. Leith For Withhold Management 1.6 Elect Director J. Robert Lovejoy For Withhold Management 1.7 Elect Director Jo Malone For For Management 1.8 Elect Director Philip R. Mengel For Withhold Management 1.9 Elect Director Georg R. Rafael For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- PANERA BREAD COMPANY Ticker: PNRA Security ID: 69840W108 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Domenic Colasacco For For Management 1.2 Elect Director Thomas E. Lynch For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- RANGE RESOURCES CORPORATION Ticker: RRC Security ID: 75281A109 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charles L. Blackburn For For Management 2 Elect Director Anthony V. Dub For For Management 3 Elect Director V. Richard Eales For For Management 4 Elect Director Allen Finkelson For For Management 5 Elect Director James M. Funk For For Management 6 Elect Director Jonathan S. Linker For For Management 7 Elect Director Kevin S. McCarthy For For Management 8 Elect Director John H. Pinkerton For For Management 9 Elect Director Jeffrey L. Ventura For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 11 Ratify Auditors For For Management 12 Pro-rata Vesting of Equity Awards Against For Shareholder 13 Include Sustainability as a Against Against Shareholder Performance Measure for Senior Executive Compensation -------------------------------------------------------------------------------- RED HAT, INC. Ticker: RHT Security ID: 756577102 Meeting Date: AUG 11, 2011 Meeting Type: Annual Record Date: JUN 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Sohaib Abbasi For For Management 2 Elect Director Narendra K. Gupta For For Management 3 Elect Director William S. Kaiser For For Management 4 Elect Director James M. Whitehurst For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Advisory Vote on Say on Pay Frequency One Year One Year Management 8 Approve Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- ROBBINS & MYERS, INC. Ticker: RBN Security ID: 770196103 Meeting Date: JAN 05, 2012 Meeting Type: Annual Record Date: NOV 16, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard J. Giromini For For Management 1.2 Elect Director Stephen F. Kirk For For Management 1.3 Elect Director Peter C. Wallace For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ROBERT HALF INTERNATIONAL INC. Ticker: RHI Security ID: 770323103 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: APR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew S. Berwick, Jr. For For Management 1.2 Elect Director Harold M. Messmer, Jr. For For Management 1.3 Elect Director Barbara J. Novogradac For For Management 1.4 Elect Director Robert J. Pace For For Management 1.5 Elect Director Frederick A. Richman For For Management 1.6 Elect Director M. Keith Waddell For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SERVICESOURCE INTERNATIONAL, INC. Ticker: SREV Security ID: 81763U100 Meeting Date: MAY 30, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce W. Dunlevie For For Management 1.2 Elect Director Barry D. Reynolds For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- SIGNATURE BANK Ticker: SBNY Security ID: 82669G104 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kathryn A. Byrne For For Management 1.2 Elect Director Alfonse M. D'Amato For For Management 1.3 Elect Director Jeffrey W. Meshel For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SIMPSON MANUFACTURING CO., INC. Ticker: SSD Security ID: 829073105 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: FEB 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jennifer A. Chatman For For Management 1.2 Elect Director Robin G. MacGillivray For For Management 1.3 Elect Director Barclay Simpson For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SIRONA DENTAL SYSTEMS, INC. Ticker: SIRO Security ID: 82966C103 Meeting Date: FEB 23, 2012 Meeting Type: Annual Record Date: DEC 27, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David K. Beecken For For Management 1.2 Elect Director Jost Fischer For For Management 1.3 Elect Director Arthur D. Kowaloff For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SKYWORKS SOLUTIONS, INC. Ticker: SWKS Security ID: 83088M102 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David J. McLachlan For For Management 1.2 Elect Director David J. Aldrich For For Management 1.3 Elect Director Kevin L. Beebe For For Management 1.4 Elect Director Moiz M. Beguwala For For Management 1.5 Elect Director Timothy R. Furey For For Management 1.6 Elect Director Balakrishnan S. Iyer For For Management 1.7 Elect Director Thomas C. Leonard For For Management 1.8 Elect Director David P. McGlade For For Management 1.9 Elect Director Robert A. Schriesheim For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- SM ENERGY COMPANY Ticker: SM Security ID: 78454L100 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Barbara M. Baumann For For Management 2 Elect Director Anthony J. Best For For Management 3 Elect Director Larry W. Bickle For For Management 4 Elect Director Stephen R. Brand For For Management 5 Elect Director William J. Gardiner For For Management 6 Elect Director Julio M. Quintana For For Management 7 Elect Director John M. Seidl For For Management 8 Elect Director William D. Sullivan For For Management 9 Ratify Auditors For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SOLARWINDS, INC. Ticker: SWI Security ID: 83416B109 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ellen F. Siminoff For For Management 1.2 Elect Director Lloyd G. Waterhouse For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- SOLUTIA INC. Ticker: SOA Security ID: 834376501 Meeting Date: JUN 29, 2012 Meeting Type: Special Record Date: MAY 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- STIFEL FINANCIAL CORP. Ticker: SF Security ID: 860630102 Meeting Date: JUN 06, 2012 Meeting Type: Annual Record Date: APR 11, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles A. Dill For For Management 1.2 Elect Director Richard J. Himelfarb For For Management 1.3 Elect Director Alton F. Irby, III For For Management 1.4 Elect Director Victor J. Nesi For For Management 1.5 Elect Director James M. Zemlyak For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- SUPERIOR ENERGY SERVICES, INC. Ticker: SPN Security ID: 868157108 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harold J. Bouillion For For Management 1.2 Elect Director Enoch L. Dawkins For For Management 1.3 Elect Director David D. Dunlap For For Management 1.4 Elect Director James M. Funk For For Management 1.5 Elect Director Terence E. Hall For For Management 1.6 Elect Director Ernest E. 'Wyn' Howard, For For Management III 1.7 Elect Director Peter D. Kinnear For For Management 1.8 Elect Director Michael M. McShane For For Management 1.9 Elect Director W. Matt Ralls For For Management 1.10 Elect Director Justin L. Sullivan For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- SXC HEALTH SOLUTIONS CORP. Ticker: SXCI Security ID: 78505P100 Meeting Date: MAY 16, 2012 Meeting Type: Annual/Special Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark A. Thierer For For Management 1.2 Elect Director Steven D. Cosler For For Management 1.3 Elect Director Peter J. Bensen For For Management 1.4 Elect Director William J. Davis For For Management 1.5 Elect Director Philip R. Reddon For For Management 1.6 Elect Director Curtis J. Thorne For For Management 1.7 Elect Director Anthony Masso For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve KPMG US as Auditors and For For Management Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- TEMPUR-PEDIC INTERNATIONAL INC. Ticker: TPX Security ID: 88023U101 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Evelyn S. Dilsaver For For Management 2 Elect Director Frank Doyle For For Management 3 Elect Director John A. Heil For For Management 4 Elect Director Peter K. Hoffman For For Management 5 Elect Director Sir Paul Judge For For Management 6 Elect Director Nancy F. Koehn For For Management 7 Elect Director Christopher A. Masto For For Management 8 Elect Director P. Andrews McLane For For Management 9 Elect Director Mark Sarvary For For Management 10 Elect Director Robert B. Trussell, Jr. For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TERADYNE, INC. Ticker: TER Security ID: 880770102 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James W. Bagley For For Management 2 Elect Director Michael A. Bradley For For Management 3 Elect Director Albert Carnesale For For Management 4 Elect Director Daniel W. Christman For For Management 5 Elect Director Edwin J. Gillis For For Management 6 Elect Director Timothy E. Guertin For For Management 7 Elect Director Paul J. Tufano For For Management 8 Elect Director Roy A. Vallee For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 10 Ratify Auditors For For Management -------------------------------------------------------------------------------- THE MIDDLEBY CORPORATION Ticker: MIDD Security ID: 596278101 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Directors Selim A. Bassoul For For Management 1.2 Elect Directors Robert B. Lamb For For Management 1.3 Elect Directors Ryan Levenson For For Management 1.4 Elect Directors John R. Miller III For For Management 1.5 Elect Directors Gordon O'Brien For For Management 1.6 Elect Directors Philip G. Putnam For For Management 1.7 Elect Directors Sabin C. Streeter For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Require a Majority Vote for the None For Shareholder Election of Directors -------------------------------------------------------------------------------- TIBCO SOFTWARE INC. Ticker: TIBX Security ID: 88632Q103 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Vivek Y. Ranadive For For Management 1.2 Elect Director Nanci E. Caldwell For For Management 1.3 Elect Director Eric C.W. Dunn For For Management 1.4 Elect Director Narendra K. Gupta For For Management 1.5 Elect Director Peter J. Job For For Management 1.6 Elect Director Philip K. Wood For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- TRACTOR SUPPLY COMPANY Ticker: TSCO Security ID: 892356106 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James F. Wright For For Management 1.2 Elect Director Johnston C. Adams For For Management 1.3 Elect Director Peter D. Bewley For For Management 1.4 Elect Director Jack C. Bingleman For For Management 1.5 Elect Director Richard W. Frost For For Management 1.6 Elect Director Cynthia T. Jamison For For Management 1.7 Elect Director George MacKenzie For For Management 1.8 Elect Director Edna K. Morris For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TW TELECOM INC. Ticker: TWTC Security ID: 87311L104 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory J. Attorri For Withhold Management 1.2 Elect Director Spencer B. Hays For Withhold Management 1.3 Elect Director Larissa L. Herda For Withhold Management 1.4 Elect Director Kevin W. Mooney For Withhold Management 1.5 Elect Director Kirby G. Pickle For Withhold Management 1.6 Elect Director Roscoe C. Young, II For Withhold Management 2 Ratify Auditors For For Management 3 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ULTA SALON, COSMETICS & FRAGRANCE, INC. Ticker: ULTA Security ID: 90384S303 Meeting Date: MAY 31, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert F. DiRomualdo For For Management 1.2 Elect Director Catherine A. Halligan For For Management 1.3 Elect Director Lorna E. Nagler For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- UNITED RENTALS, INC. Ticker: URI Security ID: 911363109 Meeting Date: JUN 08, 2012 Meeting Type: Annual Record Date: MAY 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jenne K. Britell For For Management 2 Elect Director Jose B. Alvarez For For Management 3 Elect Director Bobby J. Griffin For For Management 4 Elect Director Michael J. Kneeland For For Management 5 Elect Director Pierre E. Leroy For For Management 6 Elect Director Singleton B. McAllister For For Management 7 Elect Director Brian D. McAuley For For Management 8 Elect Director John S. McKinney For For Management 9 Elect Director James H. Ozanne For For Management 10 Elect Director Jason D. Papastavrou For For Management 11 Elect Director Filippo Passerini For For Management 12 Elect Director Donald C. Roof For For Management 13 Elect Director Keith Wimbush For For Management 14 Amend Omnibus Stock Plan For For Management 15 Ratify Auditors For For Management 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 17 Repeal Exclusive Venue Provision Against Against Shareholder -------------------------------------------------------------------------------- VALMONT INDUSTRIES, INC. Ticker: VMI Security ID: 920253101 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: MAR 01, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Glen A. Barton For For Management 1.2 Elect Director Daniel P. Neary For For Management 1.3 Elect Director Kenneth E. Stinson For For Management 1.4 Elect Director Catherine James Paglia For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- VANGUARD HEALTH SYSTEMS INC. Ticker: VHS Security ID: 922036207 Meeting Date: NOV 10, 2011 Meeting Type: Annual Record Date: SEP 13, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen R. D'Arcy For For Management 1.2 Elect Director Robert Galvin, M.D. For For Management 1.3 Elect Director Carol J. Burt For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- VERIFONE SYSTEMS, INC. Ticker: PAY Security ID: 92342Y109 Meeting Date: JUN 27, 2012 Meeting Type: Annual Record Date: MAY 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert W. Alspaugh For For Management 1.2 Elect Director Douglas G. Bergeron For For Management 1.3 Elect Director Dr. Leslie G. Denend For For Management 1.4 Elect Director Alex W. Hart For For Management 1.5 Elect Director Robert B. Henske For For Management 1.6 Elect Director Richard A. McGinn For For Management 1.7 Elect Director Eitan Raff For For Management 1.8 Elect Director Jeffrey E. Stiefler For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- VOLCANO CORPORATION Ticker: VOLC Security ID: 928645100 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: APR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. Scott Huennekens For For Management 1.2 Elect Director Lesley H. Howe For For Management 1.3 Elect Director Ronald A. Matricaria For For Management 2 Advisory Vote to Appoint Eric J. Topol For For Management to the Board of Directors to Fill Class I Vacancy 3 Advisory Vote to Appoint Leslie V. For For Management Norwalk to the Board of Directors to Fill Class II Vacancy 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- WYNDHAM WORLDWIDE CORPORATION Ticker: WYN Security ID: 98310W108 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen P. Holmes For For Management 1.2 Elect Director Myra J. Biblowit For For Management 1.3 Elect Director Pauline D.E. Richards For For Management 2 Declassify the Board of Directors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management ========== END NPX REPORT 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. Registrant: AllianceBernstein Small/Mid Cap Growth Fund, Inc. By: Robert M. Keith* ----------------------- Chief Executive Officer Date: August 30, 2012 *By: /s/ Emilie D. Wrapp -------------------- Emilie D. Wrapp Secretary POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby revokes all prior powers granted by the undersigned to the extent inconsistent herewith and constitutes and appoints Robert M. Keith, Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of them, to act severally as attorney-in-fact and agent, with power of substitution and resubstitution, for the undersigned in any and all capacities, solely for the purpose of signing the respective Registration Statements, and any amendments thereto, on Form N-1A and any other filings of: -AllianceBernstein Balanced Shares, Inc. -AllianceBernstein Blended Style Series, Inc. -AllianceBernstein Bond Fund, Inc. -AllianceBernstein Cap Fund, Inc. -AllianceBernstein Core Opportunities Fund, Inc. -AllianceBernstein Corporate Shares -AllianceBernstein Equity Income Fund, Inc. -AllianceBernstein Exchange Reserves -AllianceBernstein Fixed-Income Shares, Inc. -AllianceBernstein Global Bond Fund, Inc. -AllianceBernstein Global Growth Fund, Inc. -AllianceBernstein Global Real Estate Investment Fund, Inc. -AllianceBernstein Global Thematic Growth Fund, Inc. -AllianceBernstein Greater China '97 Fund, Inc. -AllianceBernstein Growth and Income Fund, Inc. -AllianceBernstein High Income Fund, Inc. -AllianceBernstein Institutional Funds, Inc. -AllianceBernstein International Growth Fund, Inc. -AllianceBernstein Large Cap Growth Fund, Inc. -AllianceBernstein Small/Mid-Cap Growth Fund, Inc. -AllianceBernstein Municipal Income Fund, Inc. -AllianceBernstein Municipal Income Fund II -AllianceBernstein Trust -AllianceBernstein Unconstrained Bond Fund, Inc. -AllianceBernstein Variable Products Series Fund, Inc. -The AllianceBernstein Portfolios -The AllianceBernstein Pooling Portfolios -Sanford C. Bernstein Fund II, Inc. and filing the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof. /s/ Robert M. Keith -------------------------------- Robert M. Keith Dated: August 2, 2011