0000919574-13-005352.txt : 20130827 0000919574-13-005352.hdr.sgml : 20130827 20130827090712 ACCESSION NUMBER: 0000919574-13-005352 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130630 FILED AS OF DATE: 20130827 DATE AS OF CHANGE: 20130827 EFFECTIVENESS DATE: 20130827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCEBERNSTEIN DISCOVERY GROWTH FUND, INC. 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: 131061564 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 SMALL MID CAP GROWTH FUND DATE OF NAME CHANGE: 20081103 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 0000019614 S000010117 ALLIANCEBERNSTEIN DISCOVERY 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_13.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 Discovery 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, 2012 - June 30, 2013 Item 1. Proxy Voting Record. ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-00204 Reporting Period: 07/01/2012 - 06/30/2013 ALLIANCEBERNSTEIN DISCOVERY GROWTH FUND, INC. (formerly, AllianceBernstein Small/Mid Cap Growth Fund, Inc.) ================ AllianceBernstein Discovery Growth Fund, Inc. ================= ACADIA HEALTHCARE COMPANY, INC. Ticker: ACHC Security ID: 00404A109 Meeting Date: MAY 23, 2013 Meeting Type: Annual Record Date: MAR 27, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Grieco For For Management 1.2 Elect Director Joey A. Jacobs For For Management 1.3 Elect Director Kyle D. Lattner For For Management 1.4 Elect Director Reeve B. Waud For For Management 2 Amend 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 Three One Year Management Years 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- ACME PACKET, INC. Ticker: APKT Security ID: 004764106 Meeting Date: MAR 28, 2013 Meeting Type: Special Record Date: FEB 22, 2013 # 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 -------------------------------------------------------------------------------- ACTUANT CORPORATION Ticker: ATU Security ID: 00508X203 Meeting Date: JAN 15, 2013 Meeting Type: Annual Record Date: NOV 15, 2012 # 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, Jr. 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 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- AFFILIATED MANAGERS GROUP, INC. Ticker: AMG Security ID: 008252108 Meeting Date: JUN 11, 2013 Meeting Type: Annual Record Date: APR 19, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Samuel T. Byrne For For Management 1b Elect Director Dwight D. Churchill For For Management 1c Elect Director Sean M. Healey For For Management 1d Elect Director Harold J. Meyerman For For Management 1e Elect Director William J. Nutt For For Management 1f Elect Director Tracy P. Palandjian For For Management 1g Elect Director Rita M. Rodriguez For For Management 1h Elect Director Patrick T. Ryan For For Management 1i Elect Director Jide J. Zeitlin For For Management 2 Approve Restricted Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- AKORN, INC. Ticker: AKRX Security ID: 009728106 Meeting Date: MAY 03, 2013 Meeting Type: Annual Record Date: MAR 08, 2013 # 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 -------------------------------------------------------------------------------- ALIGN TECHNOLOGY, INC. Ticker: ALGN Security ID: 016255101 Meeting Date: MAY 16, 2013 Meeting Type: Annual Record Date: MAR 22, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David E. Collins For For Management 1.2 Elect Director Joseph Lacob For For Management 1.3 Elect Director C. Raymond Larkin, Jr. For For Management 1.4 Elect Director George J. Morrow For For Management 1.5 Elect Director David C. Nagel For For Management 1.6 Elect Director Thomas M. Prescott For For Management 1.7 Elect Director Greg J. Santora For For Management 1.8 Elect Director Warren S. Thaler 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 -------------------------------------------------------------------------------- AMARIN CORPORATION PLC Ticker: AMRN Security ID: 023111206 Meeting Date: JUL 10, 2012 Meeting Type: Annual Record Date: APR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Re-elect Lars G. Ekman as Director For For Management 2 Re-elect Carl L. Gordon as Director For For Management 3 Re-elect Jan van Heek as Director For For Management 4 Re-elect Patrick J. O'Sullivan as For For Management Director 5 Advisory Vote to Approve Compensation For For Management of Named Executive Officers 6 Approve Remuneration Report For For Management 7 Appoint Deloitte & Touche LLP as For For Management Auditors and Authorise Their Remuneration 8 Amend 2011 Stock Incentive Plan For For Management -------------------------------------------------------------------------------- AMERIGROUP CORPORATION Ticker: AGP Security ID: 03073T102 Meeting Date: OCT 23, 2012 Meeting Type: Special Record Date: AUG 27, 2012 # 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 -------------------------------------------------------------------------------- AMETEK, INC. Ticker: AME Security ID: 031100100 Meeting Date: MAY 08, 2013 Meeting Type: Annual Record Date: MAR 21, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ruby R. Chandy For For Management 1.2 Elect Director Charles D. Klein For For Management 1.3 Elect Director Steven W. Kohlhagen For For Management 2 Increase Authorized Common Stock For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- ANSYS, INC. Ticker: ANSS Security ID: 03662Q105 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: MAR 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald W. Hovsepian For For Management 1.2 Elect Director Michael C. Thurk For For Management 1.3 Elect Director Barbara V. Scherer For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- ARIAD PHARMACEUTICALS, INC. Ticker: ARIA Security ID: 04033A100 Meeting Date: JUN 20, 2013 Meeting Type: Annual Record Date: APR 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Athanase Lavidas For For Management 1.2 Elect Director Massimo Radaelli For For Management 2 Increase Authorized Common Stock 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 06, 2012 Meeting Type: Annual Record Date: OCT 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark E. Fusco For For Management 1.2 Elect Director Gary E. Haroian For Withhold Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BAZAARVOICE, INC. Ticker: BV Security ID: 073271108 Meeting Date: OCT 09, 2012 Meeting Type: Annual Record Date: AUG 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Neeraj Agrawal For For Management 1.2 Elect Director Christopher A. Pacitti 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 -------------------------------------------------------------------------------- BIOMARIN PHARMACEUTICAL INC. Ticker: BMRN Security ID: 09061G101 Meeting Date: MAY 15, 2013 Meeting Type: Annual Record Date: MAR 18, 2013 # 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 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 -------------------------------------------------------------------------------- CABOT OIL & GAS CORPORATION Ticker: COG Security ID: 127097103 Meeting Date: MAY 02, 2013 Meeting Type: Annual Record Date: MAR 08, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert L. Keiser For For Management 1b Elect Director W. Matt Ralls For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Pro-rata Vesting of Equity Plans Against For Shareholder -------------------------------------------------------------------------------- CADENCE DESIGN SYSTEMS, INC. Ticker: CDNS Security ID: 127387108 Meeting Date: MAY 03, 2013 Meeting Type: Annual Record Date: MAR 06, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Susan L. Bostrom For For Management 1.2 Elect Director James D. Plummer For For Management 1.3 Elect Director Alberto For For Management Sangiovanni-Vincentelli 1.4 Elect Director George M. Scalise For For Management 1.5 Elect Director John B. Shoven For For Management 1.6 Elect Director Roger S. Siboni For For Management 1.7 Elect Director Young K. Sohn For For Management 1.8 Elect Director Lip-Bu Tan For For Management 2 Amend Qualified Employee Stock For For Management Purchase Plan 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- CARLISLE COMPANIES INCORPORATED Ticker: CSL Security ID: 142339100 Meeting Date: MAY 08, 2013 Meeting Type: Annual Record Date: MAR 11, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robin J. Adams For For Management 1b Elect Director Robin S. Callahan For For Management 1c Elect Director David A. Roberts For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- CARMAX, INC. Ticker: KMX Security ID: 143130102 Meeting Date: JUN 24, 2013 Meeting Type: Annual Record Date: APR 19, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald E. Blaylock For For Management 1.2 Elect Director Rakesh Gangwal For For Management 1.3 Elect Director Mitchell D. Steenrod For For Management 1.4 Elect Director Thomas G. Stemberg For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors For For Management 5 Amend Articles of Incorporation to For For Management Update and Modify Certain Provisions Related to Indemnification -------------------------------------------------------------------------------- CATALYST HEALTH SOLUTIONS, INC. Ticker: CHSI Security ID: 14888B103 Meeting Date: JUL 02, 2012 Meeting Type: Special Record Date: MAY 31, 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 -------------------------------------------------------------------------------- CATAMARAN CORPORATION Ticker: CTRX Security ID: 148887102 Meeting Date: MAY 14, 2013 Meeting Type: Annual/Special Record Date: MAR 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark A. Thierer For For Management 1.2 Elect Director Peter J. Bensen For For Management 1.3 Elect Director Steven Cosler For For Management 1.4 Elect Director William J. Davis For For Management 1.5 Elect Director Steven B. Epstein For For Management 1.6 Elect Director Betsy D. Holden For For Management 1.7 Elect Director Karen L. Katen For For Management 1.8 Elect Director Harry M. Kraemer For For Management 1.9 Elect Director Anthony Masso For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- CAVIUM, INC. Ticker: CAVM Security ID: 14964U108 Meeting Date: MAY 30, 2013 Meeting Type: Annual Record Date: APR 04, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Syed B. Ali For For Management 1.2 Elect Director Anthony S. Thornley For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CHART INDUSTRIES, INC. Ticker: GTLS Security ID: 16115Q308 Meeting Date: MAY 23, 2013 Meeting Type: Annual Record Date: MAR 26, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Samuel F. Thomas For For Management 1.2 Elect Director W. Douglas Brown For For Management 1.3 Elect Director Richard E. Goodrich For For Management 1.4 Elect Director Steven W. Krablin For For Management 1.5 Elect Director Michael W. Press For For Management 1.6 Elect Director James M. Tidwell For For Management 1.7 Elect Director Thomas L. Williams For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CIENA CORPORATION Ticker: CIEN Security ID: 171779309 Meeting Date: MAR 20, 2013 Meeting Type: Annual Record Date: JAN 22, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lawton W. Fitt For For Management 1b Elect Director Patrick H. Nettles For For Management 1c Elect Director Michael J. Rowny For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CONCHO RESOURCES INC. Ticker: CXO Security ID: 20605P101 Meeting Date: JUN 06, 2013 Meeting Type: Annual Record Date: APR 08, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gary A. Merriman For For Management 1.2 Elect Director Ray M. Poage For For Management 1.3 Elect Director A. Wellford Tabor For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- COSTAR GROUP, INC. Ticker: CSGP Security ID: 22160N109 Meeting Date: JUN 04, 2013 Meeting Type: Annual Record Date: APR 08, 2013 # 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 For 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 John W. Hill For For Management 1.7 Elect Director Christopher J. Nassetta For For Management 1.8 Elect Director David J. Steinberg For For Management 2 Adopt Majority Voting for Uncontested For For Management Election of Directors 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CUBIST PHARMACEUTICALS, INC. Ticker: CBST Security ID: 229678107 Meeting Date: JUN 12, 2013 Meeting Type: Annual Record Date: APR 16, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael Bonney For For Management 1.2 Elect Director Mark Corrigan For For Management 1.3 Elect Director Alison Lawton For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Amend Bylaws to Make Changes Related For For Management to Cubist's Recent Separation of the Roles of Chief Executive Officer and President 5 Amend Bylaws Regarding the Conduct of For For Management Stockholder Meetings 6 Amend the Charter to Give the CEO For For Management Authority to Call Special Meetings 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- DICK'S SPORTING GOODS, INC. Ticker: DKS Security ID: 253393102 Meeting Date: JUN 05, 2013 Meeting Type: Annual Record Date: APR 09, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Emanuel Chirico For For Management 1.2 Elect Director Allen R. Weiss For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. Ticker: EXPD Security ID: 302130109 Meeting Date: MAY 01, 2013 Meeting Type: Annual Record Date: MAR 07, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Peter J. Rose For For Management 2 Elect Director Robert R. Wright For For Management 3 Elect Director Mark A. Emmert For For Management 4 Elect Director R. Jordan Gates For For Management 5 Elect Director Dan P. Kourkoumelis For For Management 6 Elect Director Michael J. Malone For For Management 7 Elect Director John W. Meisenbach For For Management 8 Elect Director Liane J. Pelletier For For Management 9 Elect Director James L.k. Wang For For Management 10 Elect Director Tay Yoshitani For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Approve Stock Option Plan For For Management 13 Ratify Auditors For For Management 14 Stock Retention Against Against Shareholder -------------------------------------------------------------------------------- FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. Ticker: FCS Security ID: 303726103 Meeting Date: MAY 08, 2013 Meeting Type: Annual Record Date: MAR 12, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles P. Carinalli For For Management 1.2 Elect Director Randy W. Carson For For Management 1.3 Elect Director Terry A. Klebe For For Management 1.4 Elect Director Anthony Lear For For Management 1.5 Elect Director Thomas L. Magnanti For For Management 1.6 Elect Director Kevin J. McGarity For For Management 1.7 Elect Director Bryan R. Roub For For Management 1.8 Elect Director Ronald W. Shelly For For Management 1.9 Elect Director Mark S. Thompson 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 -------------------------------------------------------------------------------- FIRST REPUBLIC BANK Ticker: FRC Security ID: 33616C100 Meeting Date: MAY 14, 2013 Meeting Type: Annual Record Date: MAR 18, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James H. Herbert, II For For Management 1.2 Elect Director Katherine August-deWilde For For Management 1.3 Elect Director Thomas J. Barrack, Jr. For For Management 1.4 Elect Director Frank J. Fahrenkopf, Jr. For For Management 1.5 Elect Director William E. Ford For Withhold Management 1.6 Elect Director L. Martin Gibbs For For Management 1.7 Elect Director Sandra R. Hernandez For For Management 1.8 Elect Director Pamela J. Joyner For For Management 1.9 Elect Director Reynold Levy For For Management 1.10 Elect Director Jody S. Lindell For For Management 1.11 Elect Director George G.C. Parker For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- FIVE BELOW, INC. Ticker: FIVE Security ID: 33829M101 Meeting Date: MAY 30, 2013 Meeting Type: Annual Record Date: APR 05, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael F. Devine, III For For Management 1.2 Elect Director Ronald L. Sargent For For Management 2 Approve Qualified Employee Stock For For Management Purchase Plan 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- FMC TECHNOLOGIES, INC. Ticker: FTI Security ID: 30249U101 Meeting Date: MAY 03, 2013 Meeting Type: Annual Record Date: MAR 11, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Eleazar de Carvalho For For Management Filho 1b Elect Director Claire S. Farley For For Management 1c Elect Director Joseph H. Netherland 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 Pro-rata Vesting of Equity Awards Against For Shareholder -------------------------------------------------------------------------------- FORTINET, INC. Ticker: FTNT Security ID: 34959E109 Meeting Date: JUN 20, 2013 Meeting Type: Annual Record Date: APR 22, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ming Hsieh For For Management 1.2 Elect Director Christopher B. Paisley 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 -------------------------------------------------------------------------------- FRANCESCA'S HOLDING CORPORATION Ticker: FRAN Security ID: 351793104 Meeting Date: JUL 10, 2012 Meeting Type: Annual Record Date: MAY 11, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Patricia Bender 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 -------------------------------------------------------------------------------- GENESEE & WYOMING INC. Ticker: GWR Security ID: 371559105 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: APR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Bott For For Management 1.2 Elect Director Oivind Lorentzen, III For For Management 1.3 Elect Director Philip J. Ringo For For Management 1.4 Elect Director Mark A. Scudder For For Management 1.5 Elect Director Gregory S. Ledford For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- HEARTWARE INTERNATIONAL, INC. Ticker: HTWR Security ID: 422368100 Meeting Date: MAY 21, 2013 Meeting Type: Annual Record Date: APR 02, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Douglas Godshall For For Management 1.2 Elect Director Seth Harrison For For Management 1.3 Elect Director Robert Stockman For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Restricted Stock Unit Grants For For Management to Douglas Godshall 5 Approve Restricted Stock Unit and For For Management Stock Option Grants to Robert Thomas 6 Approve Restricted Stock Unit and For For Management Stock Option Grants to Seth Harrison 7 Approve Restricted Stock Unit and For For Management Stock Option Grants to Timothy Barberich 8 Approve Restricted Stock Unit and For For Management Stock Option Grants to Cynthia Feldman 9 Approve Restricted Stock Unit and For For Management Stock Option Grants to Charles Raymond Larkin, Jr. 10 Approve Restricted Stock Unit and For For Management Stock Option Grants to Robert Stockman 11 Approve Restricted Stock Unit and For For Management Stock Option Grants to Denis Wade 12 Ratify Past Issuance of 1,725,000 For For Management Shares -------------------------------------------------------------------------------- HEXCEL CORPORATION Ticker: HXL Security ID: 428291108 Meeting Date: MAY 02, 2013 Meeting Type: Annual Record Date: MAR 07, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David E. Berges For For Management 1.2 Elect Director Joel S. Beckman For For Management 1.3 Elect Director Lynn Brubaker For For Management 1.4 Elect Director Jeffrey C. Campbell For For Management 1.5 Elect Director Sandra L. Derickson For For Management 1.6 Elect Director W. Kim Foster For For Management 1.7 Elect Director Thomas A. Gendron For For Management 1.8 Elect Director Jeffrey A. Graves For For Management 1.9 Elect Director David C. Hill For For Management 1.10 Elect Director David L. Pugh For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- HOMEAWAY, INC. Ticker: AWAY Security ID: 43739Q100 Meeting Date: JUN 05, 2013 Meeting Type: Annual Record Date: APR 12, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian H. Sharples For For Management 1.2 Elect Director Charles ("Lanny") Baker For For Management 1.3 Elect Director Tina B. Sharkey For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- IBERIABANK CORPORATION Ticker: IBKC Security ID: 450828108 Meeting Date: MAY 06, 2013 Meeting Type: Annual Record Date: MAR 20, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elaine D. Abell For For Management 1.2 Elect Director William H. Fenstermaker For For Management 1.3 Elect Director O. Miles Pollard, Jr. For For Management 1.4 Elect Director Angus R. Cooper, II For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- IDEX CORPORATION Ticker: IEX Security ID: 45167R104 Meeting Date: APR 09, 2013 Meeting Type: Annual Record Date: FEB 15, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ernest J. Mrozek For For Management 1.2 Elect Director David C. Parry For For Management 1.3 Elect Director Livingston L. For For Management Satterthwaite 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- JOY GLOBAL INC. Ticker: JOY Security ID: 481165108 Meeting Date: MAR 05, 2013 Meeting Type: Annual Record Date: JAN 04, 2013 # 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 Adopt Majority Voting for Uncontested None For Management Election of Directors -------------------------------------------------------------------------------- K12 INC. Ticker: LRN Security ID: 48273U102 Meeting Date: NOV 29, 2012 Meeting Type: Annual Record Date: OCT 10, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Craig R. Barrett For Withhold Management 1.2 Elect Director Guillermo Bron For Withhold Management 1.3 Elect Director Nathaniel A. Davis For Withhold Management 1.4 Elect Director John M. Engler For For Management 1.5 Elect Director Steven B. Fink For Withhold Management 1.6 Elect Director Mary H. Futrell For Withhold Management 1.7 Elect Director Ronald J. Packard For Withhold Management 1.8 Elect Director Jon Q. Reynolds, Jr. For Withhold Management 1.9 Elect Director Andrew H. Tisch For Withhold Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- KIRBY CORPORATION Ticker: KEX Security ID: 497266106 Meeting Date: APR 23, 2013 Meeting Type: Annual Record Date: MAR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Sean Day For For Management 1.2 Elect Director William M. Lamont, Jr. For For Management 1.3 Elect Director William M. Waterman For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LAZARD LTD Ticker: LAZ Security ID: G54050102 Meeting Date: APR 23, 2013 Meeting Type: Annual Record Date: MAR 07, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Laurent Mignon as Director For For Management 1.2 Elect Richard D. Parsons as Director For For Management 1.3 Elect Hal S. Scott 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 For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- LINCOLN ELECTRIC HOLDINGS, INC. Ticker: LECO Security ID: 533900106 Meeting Date: APR 25, 2013 Meeting Type: Annual Record Date: MAR 04, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen G. Hanks For For Management 1.2 Elect Director Kathryn Jo Lincoln For For Management 1.3 Elect Director William E. MacDonald, For For Management III 1.4 Elect Director George H. Walls, Jr. For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LKQ CORPORATION Ticker: LKQ Security ID: 501889208 Meeting Date: MAY 06, 2013 Meeting Type: Annual Record Date: MAR 07, 2013 # 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 Guhan Subramanian For For Management 1.9 Elect Director Robert L. Wagman For For Management 1.10 Elect Director William M. Webster, IV For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Increase Authorized Common Stock For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LUMBER LIQUIDATORS HOLDINGS, INC. Ticker: LL Security ID: 55003T107 Meeting Date: MAY 16, 2013 Meeting Type: Annual Record Date: APR 02, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Macon F. Brock, Jr. For For Management 1.2 Elect Director John M. Presley For For Management 1.3 Elect Director Thomas D. Sullivan For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MAXIMUS, INC. Ticker: MMS Security ID: 577933104 Meeting Date: MAR 20, 2013 Meeting Type: Annual Record Date: JAN 14, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul R. Lederer For For Management 1.2 Elect Director Peter B. Pond For For Management 1.3 Elect Director James R. Thompson, Jr. For For Management 2 Increase Authorized Common Stock For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- MEDNAX, INC. Ticker: MD Security ID: 58502B106 Meeting Date: MAY 09, 2013 Meeting Type: Annual Record Date: MAR 12, 2013 # 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 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- MICROS SYSTEMS, INC. Ticker: MCRS Security ID: 594901100 Meeting Date: NOV 16, 2012 Meeting Type: Annual Record Date: SEP 17, 2012 # 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 -------------------------------------------------------------------------------- MSC INDUSTRIAL DIRECT CO., INC. Ticker: MSM Security ID: 553530106 Meeting Date: JAN 17, 2013 Meeting Type: Annual Record Date: NOV 28, 2012 # 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 -------------------------------------------------------------------------------- NATIONAL CINEMEDIA, INC. Ticker: NCMI Security ID: 635309107 Meeting Date: MAY 01, 2013 Meeting Type: Annual Record Date: MAR 12, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Amy E. Miles For For Management 1.2 Elect Director Lee Roy Mitchell For For Management 1.3 Elect Director Craig R. Ramsey 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 Amend Omnibus Stock Plan For For Management 5 Ratify Auditors For For Management 6 Require a Majority Vote for the Against Against Shareholder Election of Directors -------------------------------------------------------------------------------- NETFLIX, INC. Ticker: NFLX Security ID: 64110L106 Meeting Date: JUN 07, 2013 Meeting Type: Annual Record Date: APR 10, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy M. Haley For Withhold Management 1.2 Elect Director Ann Mather For Withhold Management 1.3 Elect Director Leslie Kilgore For Withhold Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors Against For Shareholder 5 Require a Majority Vote for the Against For Shareholder Election of Directors 6 Require Independent Board Chairman Against Against Shareholder 7 Proxy Access Against Against Shareholder 8 Reduce Supermajority Vote Requirement Against For Shareholder -------------------------------------------------------------------------------- OCEANEERING INTERNATIONAL, INC. Ticker: OII Security ID: 675232102 Meeting Date: APR 26, 2013 Meeting Type: Annual Record Date: MAR 13, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul B. Murphy, Jr. For For Management 1.2 Elect Director Harris J. Pappas 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, 2013 Meeting Type: Annual Record Date: MAR 26, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin A. Lambert For For Management 1.2 Elect Director Mark G. Papa For For Management 1.3 Elect Director Stephen A. Wells 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 -------------------------------------------------------------------------------- ONYX PHARMACEUTICALS, INC. Ticker: ONXX Security ID: 683399109 Meeting Date: MAY 23, 2013 Meeting Type: Annual Record Date: APR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Corinne H. Nevinny For For Management 1.2 Elect Director Thomas G. Wiggans For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- ORIENT-EXPRESS HOTELS LTD. Ticker: OEH Security ID: G67743107 Meeting Date: JUN 28, 2013 Meeting Type: Annual Record Date: MAY 03, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Harsha Agadi as Director For Withhold Management 1b Elect John Campbell as Director For Withhold Management 1c Elect Roland Hernandez as Director For For Management 1d Elect Mitchell Hochberg as Director For Withhold Management 1e Elect Ruth Kennedy as Director For Withhold Management 1f Elect Prudence Leith as Director For Withhold Management 1g Elect Georg Rafael as Director For Withhold Management 1h Elect John Scott III as Director For For Management 2 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration -------------------------------------------------------------------------------- PANDORA MEDIA, INC. Ticker: P Security ID: 698354107 Meeting Date: JUN 05, 2013 Meeting Type: Annual Record Date: APR 10, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James M.P. Feuille For For Management 1.2 Elect Director Peter Gotcher For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- PANERA BREAD COMPANY Ticker: PNRA Security ID: 69840W108 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: MAR 28, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry J. Franklin For For Management 1.2 Elect Director Diane Hessan For For Management 1.3 Elect Director William W. Moreton For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- POLYONE CORPORATION Ticker: POL Security ID: 73179P106 Meeting Date: MAY 15, 2013 Meeting Type: Annual Record Date: MAR 18, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sandra Beach Lin For For Management 1.2 Elect Director Carol A. Cartwright For For Management 1.3 Elect Director Richard H. Fearon For For Management 1.4 Elect Director Gregory J. Goff For For Management 1.5 Elect Director Gordon D. Harnett For For Management 1.6 Elect Director Richard A. Lorraine For For Management 1.7 Elect Director Stephen D. Newlin For For Management 1.8 Elect Director William H. Powell For For Management 1.9 Elect Director Farah M. Walters For For Management 1.10 Elect Director William A. Wulfsohn For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- PVH CORP. Ticker: PVH Security ID: 693656100 Meeting Date: JUN 20, 2013 Meeting Type: Annual Record Date: APR 23, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary Baglivo For For Management 1.2 Elect Director Emanuel Chirico For For Management 1.3 Elect Director Juan R. Figuereo For For Management 1.4 Elect Director Joseph B. Fuller For For Management 1.5 Elect Director Fred Gehring For For Management 1.6 Elect Director Margaret L. Jenkins For For Management 1.7 Elect Director Bruce Maggin For For Management 1.8 Elect Director V. James Marino For For Management 1.9 Elect Director Helen McCluskey For For Management 1.10 Elect Director Henry Nasella For For Management 1.11 Elect Director Rita M. Rodriguez For For Management 1.12 Elect Director Craig Rydin For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- REALOGY HOLDINGS CORP. Ticker: RLGY Security ID: 75605Y106 Meeting Date: MAY 07, 2013 Meeting Type: Annual Record Date: MAR 14, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director V. Ann Hailey For For Management 1.2 Elect Director M. Ali Rashid For Withhold Management 1.3 Elect Director Brett White 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 -------------------------------------------------------------------------------- ROBBINS & MYERS, INC. Ticker: RBN Security ID: 770196103 Meeting Date: DEC 27, 2012 Meeting Type: Special Record Date: NOV 26, 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 -------------------------------------------------------------------------------- ROBERT HALF INTERNATIONAL INC. Ticker: RHI Security ID: 770323103 Meeting Date: MAY 23, 2013 Meeting Type: Annual Record Date: APR 05, 2013 # 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 Amend Executive Incentive Bonus Plan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SIGNATURE BANK Ticker: SBNY Security ID: 82669G104 Meeting Date: APR 24, 2013 Meeting Type: Annual Record Date: FEB 26, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Judith Huntington For For Management 1.2 Elect Director Michael Pappagallo For For Management 1.3 Elect Director John Tamberlane 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 -------------------------------------------------------------------------------- SIMPSON MANUFACTURING CO., INC. Ticker: SSD Security ID: 829073105 Meeting Date: APR 23, 2013 Meeting Type: Annual Record Date: FEB 28, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James S. Andrasick For For Management 1.2 Elect Director Gary M. Cusumano For For Management 1.3 Elect Director Peter N. Louras, Jr. 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 5 Require a Majority Vote for the Against For Shareholder Election of Directors 6 Report on Sustainability Against For Shareholder -------------------------------------------------------------------------------- SIRONA DENTAL SYSTEMS, INC. Ticker: SIRO Security ID: 82966C103 Meeting Date: FEB 20, 2013 Meeting Type: Annual Record Date: DEC 24, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Simone Blank For For Management 1.2 Elect Director Timothy P. Sullivan For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- SM ENERGY COMPANY Ticker: SM Security ID: 78454L100 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: MAR 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara M. Baumann For For Management 1.2 Elect Director Anthony J. Best For For Management 1.3 Elect Director Larry W. Bickle For For Management 1.4 Elect Director Stephen R. Brand For For Management 1.5 Elect Director William J. Gardiner For For Management 1.6 Elect Director Loren M. Leiker For For Management 1.7 Elect Director Julio M. Quintana For For Management 1.8 Elect Director John M. Seidl For For Management 1.9 Elect Director William D. Sullivan 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 -------------------------------------------------------------------------------- SOLARWINDS, INC. Ticker: SWI Security ID: 83416B109 Meeting Date: MAY 09, 2013 Meeting Type: Annual Record Date: MAR 14, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Benjamin Nye For Withhold Management 1.2 Elect Director Kevin B. Thompson For Withhold Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adjourn Meeting For Against Management -------------------------------------------------------------------------------- STIFEL FINANCIAL CORP. Ticker: SF Security ID: 860630102 Meeting Date: JUN 12, 2013 Meeting Type: Annual Record Date: APR 15, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael W. Brown For For Management 1.2 Elect Director John P. Dubinsky For For Management 1.3 Elect Director Robert E. Grady For For Management 1.4 Elect Director Thomas B. Michaud For For Management 1.5 Elect Director James M. Oates For For Management 1.6 Elect Director Ben A. Plotkin For For Management 1.7 Elect Director Michael J. Zimmerman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- SVB FINANCIAL GROUP Ticker: SIVB Security ID: 78486Q101 Meeting Date: APR 25, 2013 Meeting Type: Annual Record Date: FEB 26, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Greg W. Becker For For Management 1.2 Elect Director Eric A. Benhamou For For Management 1.3 Elect Director David M. Clapper For For Management 1.4 Elect Director Roger F. Dunbar For For Management 1.5 Elect Director Joel P. Friedman For For Management 1.6 Elect Director C. Richard Kramlich For For Management 1.7 Elect Director Lata Krishnan For For Management 1.8 Elect Director Jeffrey N. Maggioncalda For For Management 1.9 Elect Director Kate D. Mitchell For For Management 1.10 Elect Director John F. Robinson For For Management 1.11 Elect Director Garen K. Staglin For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SXC HEALTH SOLUTIONS CORP. Ticker: SXCI Security ID: 78505P100 Meeting Date: JUL 02, 2012 Meeting Type: Special Record Date: MAY 31, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Amend Omnibus Stock Plan For For Management 3 Change Company Name to Catamaran For For Management Corporation 4 Adjourn Meeting For For Management -------------------------------------------------------------------------------- TERADYNE, INC. Ticker: TER Security ID: 880770102 Meeting Date: MAY 21, 2013 Meeting Type: Annual Record Date: MAR 28, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James W. Bagley For For Management 1b Elect Director Michael A. Bradley For For Management 1c Elect Director Albert Carnesale For For Management 1d Elect Director Daniel W. Christman For For Management 1e Elect Director Edwin J. Gillis For For Management 1f Elect Director Timothy E. Guertin For For Management 1g Elect Director Paul J. Tufano For For Management 1h Elect Director Roy A. Vallee For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- THE ADVISORY BOARD COMPANY Ticker: ABCO Security ID: 00762W107 Meeting Date: SEP 11, 2012 Meeting Type: Annual Record Date: JUL 18, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sanju K. Bansal For For Management 1.2 Elect Director Peter J. Grua For For Management 1.3 Elect Director Kelt Kindick For For Management 1.4 Elect Director Robert W. Musslewhite For For Management 1.5 Elect Director Mark R. Neaman For For Management 1.6 Elect Director Leon D. Shapiro For For Management 1.7 Elect Director Frank J. Williams For For Management 1.8 Elect Director LeAnne M. Zumwalt For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE MIDDLEBY CORPORATION Ticker: MIDD Security ID: 596278101 Meeting Date: MAY 14, 2013 Meeting Type: Annual Record Date: MAR 20, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Selim A. Bassoul For For Management 1.2 Elect Director Robert B. Lamb For For Management 1.3 Elect Director John R. Miller, III For For Management 1.4 Elect Director Gordon O'Brien For For Management 1.5 Elect Director Philip G. Putnam For For Management 1.6 Elect Director Sabin C. Streeter For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Require Majority Vote for the Election For For Management of Directors 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- TRACTOR SUPPLY COMPANY Ticker: TSCO Security ID: 892356106 Meeting Date: MAY 02, 2013 Meeting Type: Annual Record Date: MAR 08, 2013 # 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 1.9 Elect Director Gregory A. Sandfort For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TRANSDIGM GROUP INCORPORATED Ticker: TDG Security ID: 893641100 Meeting Date: MAR 06, 2013 Meeting Type: Annual Record Date: JAN 11, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mervin Dunn For For Management 1.2 Elect Director Michael S. Graff For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Declassify the Board of Directors None For Shareholder -------------------------------------------------------------------------------- ULTA SALON, COSMETICS & FRAGRANCE, INC. Ticker: ULTA Security ID: 90384S303 Meeting Date: JUN 06, 2013 Meeting Type: Annual Record Date: APR 08, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles Heilbronn For For Management 1.2 Elect Director Michael R. MacDonald 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: MAY 08, 2013 Meeting Type: Annual Record Date: MAR 11, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jenne K. Britell For For Management 1.2 Elect Director Jose B. Alvarez For For Management 1.3 Elect Director Bobby J. Griffin For For Management 1.4 Elect Director Michael J. Kneeland For For Management 1.5 Elect Director Pierre E. Leroy For For Management 1.6 Elect Director Singleton B. McAllister For For Management 1.7 Elect Director Brian D. McAuley For For Management 1.8 Elect Director John S. McKinney For For Management 1.9 Elect Director James H. Ozanne For For Management 1.10 Elect Director Jason D. Papastavrou For For Management 1.11 Elect Director Filippo Passerini For For Management 1.12 Elect Director Donald C. Roof For For Management 1.13 Elect Director Keith Wimbush For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- VALMONT INDUSTRIES, INC. Ticker: VMI Security ID: 920253101 Meeting Date: APR 30, 2013 Meeting Type: Annual Record Date: MAR 06, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kaj den Daas For For Management 1.2 Elect Director James B. Milliken For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- VITAMIN SHOPPE, INC. Ticker: VSI Security ID: 92849E101 Meeting Date: JUN 05, 2013 Meeting Type: Annual Record Date: APR 08, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director B. Michael Becker For For Management 1.2 Elect Director Catherine E. Buggeln For For Management 1.3 Elect Director Deborah M. Derby For For Management 1.4 Elect Director John H. Edmondson For For Management 1.5 Elect Director David H. Edwab For For Management 1.6 Elect Director Richard L. Markee For For Management 1.7 Elect Director Richard L. Perkal For For Management 1.8 Elect Director Beth M. Pritchard For For Management 1.9 Elect Director Katherine Savitt For For Management 1.10 Elect Director Anthony N. Truesdale 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 15, 2013 Meeting Type: Annual Record Date: MAR 28, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kieran T. Gallahue For For Management 1.2 Elect Director Alexis V. Lukianov For For Management 1.3 Elect Director Eric J. Topol For For Management 2 Authorize Board to Fill Vacancies For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Conversion of Securities For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- WELLCARE HEALTH PLANS, INC. Ticker: WCG Security ID: 94946T106 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: MAR 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Carol J. Burt For For Management 1b Elect Director Roel C. Campos For For Management 1c Elect Director Alec Cunningham For For Management 1d Elect Director David J. Gallitano For For Management 1e Elect Director D. Robert Graham For For Management 1f Elect Director Kevin F. Hickey For For Management 1g Elect Director Christian P. Michalik For For Management 1h Elect Director Glenn D. Steele, Jr. For For Management 1i Elect Director William L. Trubeck For For Management 1j Elect Director Paul E. Weaver 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 -------------------------------------------------------------------------------- WORKDAY, INC. Ticker: WDAY Security ID: 98138H101 Meeting Date: MAY 23, 2013 Meeting Type: Annual Record Date: MAR 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. George ('Skip') For For Management Battle 1.2 Elect Director Michael M. McNamara For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against 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 Discovery Growth Fund, Inc. By: Robert M. Keith* ----------------------- Chief Executive Officer Date: August 27, 2013 *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 Blended Style Series, Inc. -AllianceBernstein Bond Fund, Inc. -AllianceBernstein Cap Fund, Inc. -AllianceBernstein Core Opportunities Fund, Inc. -AllianceBernstein Corporate Shares -AllianceBernstein Discovery Growth Fund, Inc. -AllianceBernstein Equity Income Fund, Inc. -AllianceBernstein Exchange Reserves -AllianceBernstein Fixed-Income Shares, Inc. -AllianceBernstein Global Bond Fund, Inc. -AllianceBernstein Global Real Estate Investment Fund, Inc. -AllianceBernstein Global Risk Allocation Fund, Inc. -AllianceBernstein Global Thematic Growth 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 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: February 5, 2013