UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number:	811-04410
Exact name of registrant as specified in charter:	Oppenheimer Discovery Fund
Address of principal executive offices:	6803 South Tucson Way
	Centennial, CO 80112-3924
Name and address of agent for service:	Arthur S. Gabinet, Executive Vice President
	& General Counsel
	OppenheimerFunds, Inc.
	Two World Financial Center
	225 Liberty Street
	New York, NY 10281-1008
Registrant’s telephone number, including area code:	303-768-3200
Date of fiscal year end:	9/30
Date of reporting period:	07/01/2011-06/30/2012

Item 1. Proxy Voting Record

******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-04410
Reporting Period: 07/01/2011 - 06/30/2012
Oppenheimer Discovery Fund









========================== Oppenheimer Discovery Fund ==========================


ACACIA RESEARCH CORPORATION

Ticker:       ACTG           Security ID:  003881307
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul R. Ryan             For       For          Management
1.2   Elect Director G. Louis Graziadio, III  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       Against      Management


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ALLIED NEVADA GOLD CORP.

Ticker:       ANV            Security ID:  019344100
Meeting Date: OCT 19, 2011   Meeting Type: Annual
Record Date:  SEP 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert M. Buchan         For       Against      Management
2     Elect Director Scott A. Caldwell        For       For          Management
3     Elect Director John W. Ivany            For       For          Management
4     Elect Director Cameron A. Mingay        For       For          Management
5     Elect Director Terry M. Palmer          For       For          Management
6     Elect Director Carl Pescio              For       For          Management
7     Elect Director D. Bruce Sinclair        For       For          Management
8     Elect Director Robert G. Wardell        For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
11    Ratify Auditors                         For       For          Management
12    Increase Authorized Common Stock        For       For          Management
13    Approve Deferred Phantom Unit Plan      For       For          Management
14    Approve Deferred Share Unit Plan        For       For          Management


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ALLIED NEVADA GOLD CORP.

Ticker:       ANV            Security ID:  019344100
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert M. Buchan         For       For          Management
1.2   Elect Director Scott A. Caldwell        For       For          Management
1.3   Elect Director John W. Ivany            For       For          Management
1.4   Elect Director Cameron A. Mingay        For       For          Management
1.5   Elect Director Terry M. Palmer          For       For          Management
1.6   Elect Director Carl Pescio              For       For          Management
1.7   Elect Director D. Bruce Sinclair        For       For          Management
1.8   Elect Director Robert G. Wardell        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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AMARIN CORPORATION PLC

Ticker:       AMRN           Security ID:  023111206
Meeting Date: JUL 12, 2011   Meeting Type: Annual
Record Date:  APR 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Re-elect Dr Joseph Anderson as Director For       Against      Management
2     Re-elect Dr James Healy as Director     For       Against      Management
3     Elect Kristine Peterson as Director     For       For          Management
4     Elect Dr David Feigal as Director       For       For          Management
5     Advisory Vote to Approve Compensation   For       For          Management
      of Named Executive Officers
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Approve Remuneration Report             For       For          Management
8     Appoint Deloitte & Touche LLP as        For       For          Management
      Auditors and Authorise Their
      Remuneration
9     Approve 2011 Stock Incentive Plan       For       For          Management


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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


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ARIBA, INC.

Ticker:       ARBA           Security ID:  04033V203
Meeting Date: JAN 20, 2012   Meeting Type: Annual
Record Date:  DEC 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harriet Edelman          For       For          Management
1.2   Elect Director Richard A. Kashnow       For       For          Management
1.3   Elect Director Robert D. Johnson        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


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ARUBA NETWORKS, INC.

Ticker:       ARUN           Security ID:  043176106
Meeting Date: DEC 15, 2011   Meeting Type: Annual
Record Date:  OCT 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dominic P. Orr           For       For          Management
1.2   Elect Director Keerti Melkote           For       For          Management
1.3   Elect Director Bernard Guidon           For       Withhold     Management
1.4   Elect Director Emmanuel Hernandez       For       For          Management
1.5   Elect Director Michael R. Kourey        For       For          Management
1.6   Elect Director Douglas Leone            For       For          Management
1.7   Elect Director Willem P. Roelandts      For       For          Management
1.8   Elect Director Juergen Rottler          For       For          Management
1.9   Elect Director Daniel Warmenhoven       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


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ASBURY AUTOMOTIVE GROUP, INC.

Ticker:       ABG            Security ID:  043436104
Meeting Date: APR 18, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Janet M. Clarke          For       For          Management
1.2   Elect Director Dennis E. Clements       For       For          Management
1.3   Elect Director Eugene S. Katz           For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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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


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ATHENAHEALTH, INC.

Ticker:       ATHN           Security ID:  04685W103
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James L. Mann            For       For          Management
1.2   Elect Director David E. Robinson        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


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ATWOOD OCEANICS, INC.

Ticker:       ATW            Security ID:  050095108
Meeting Date: FEB 09, 2012   Meeting Type: Annual
Record Date:  DEC 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Deborah A. Beck          For       Withhold     Management
1.2   Elect Director George S. Dotson         For       Withhold     Management
1.3   Elect Director Jack E. Golden           For       Withhold     Management
1.4   Elect Director Hans Helmerich           For       For          Management
1.5   Elect Director James R. Montague        For       Withhold     Management
1.6   Elect Director Robert J. Saltiel        For       For          Management
1.7   Elect Director Phil D. Wedemeyer        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       Against      Management
4     Other Business                          For       Against      Management


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AURICO GOLD INC.

Ticker:       AUQ            Security ID:  05155C105
Meeting Date: OCT 24, 2011   Meeting Type: Special
Record Date:  SEP 23, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Issuance of Aurico Common       For       For          Management
      Shares In Connection with the
      Arrangement Agreement


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AURICO GOLD INC.

Ticker:       AUQ            Security ID:  05155C105
Meeting Date: MAY 25, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Colin K. Benner          For       For          Management
1.2   Elect Director Rene Marion              For       For          Management
1.3   Elect Director Richard Colterjohn       For       For          Management
1.4   Elect Director Alan R. Edwards          For       For          Management
1.5   Elect Director Patrick D. Downey        For       For          Management
1.6   Elect Director Mark Daniel              For       For          Management
1.7   Elect Director Ronald Smith             For       For          Management
1.8   Elect Director Luis Chavez              For       For          Management
1.9   Elect Director Joseph Spiteri           For       For          Management
2     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration


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BANKRATE, INC.

Ticker:       RATE           Security ID:  06647F102
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  MAY 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce Nelson             For       For          Management
1.2   Elect Director Richard J. Pinola        For       For          Management
1.3   Elect Director James Tieng              For       Withhold     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


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BE AEROSPACE, INC.

Ticker:       BEAV           Security ID:  073302101
Meeting Date: JUL 26, 2011   Meeting Type: Annual
Record Date:  JUN 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Khoury         For       For          Management
1.2   Elect Director Jonathan M. Schofield    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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BEACON ROOFING SUPPLY, INC.

Ticker:       BECN           Security ID:  073685109
Meeting Date: FEB 08, 2012   Meeting Type: Annual
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert R. Buck           For       For          Management
1.2   Elect Director Paul M. Isabella         For       For          Management
1.3   Elect Director H. Arthur Bellows, Jr.   For       For          Management
1.4   Elect Director James J. Gaffney         For       For          Management
1.5   Elect Director Peter M. Gotsch          For       For          Management
1.6   Elect Director Stuart A. Randle         For       For          Management
1.7   Elect Director Wilson B. Sexton         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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BJ'S RESTAURANTS, INC.

Ticker:       BJRI           Security ID:  09180C106
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gerald (Jerry) W.        For       For          Management
      Deitchle
1.2   Elect Director James (Jim) A. Dal Pozzo For       For          Management
1.3   Elect Director J. Roger King            For       For          Management
1.4   Elect Director Larry D. Bouts           For       For          Management
1.5   Elect Director John (Jack) F.           For       For          Management
      Grundhofer
1.6   Elect Director Peter (Pete) A. Bassi    For       For          Management
1.7   Elect Director William (Bill) L. Hyde,  For       For          Management
      Jr.
1.8   Elect Director Lea Anne S. Ottinger     For       For          Management
1.9   Elect Director Henry Gomez              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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BROADSOFT, INC.

Ticker:       BSFT           Security ID:  11133B409
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert P. Goodman        For       For          Management
1.2   Elect Director Douglas L. Maine         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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BUFFALO WILD WINGS, INC.

Ticker:       BWLD           Security ID:  119848109
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sally J. Smith           For       For          Management
1.2   Elect Director Robert W. MacDonald      For       For          Management
1.3   Elect Director  J. Oliver Maggard       For       For          Management
1.4   Elect Director James M. Damian          For       For          Management
1.5   Elect Director Dale M. Applequist       For       For          Management
1.6   Elect Director Warren E. Mack           For       For          Management
1.7   Elect Director Michael P. Johnson       For       For          Management
1.8   Elect Director  Jerry R. Rose           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Ratify Auditors                         For       For          Management


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CARDTRONICS, INC.

Ticker:       CATM           Security ID:  14161H108
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Tim Arnoult           For       For          Management
1.2   Elect Director Dennis F. Lynch          For       For          Management
1.3   Elect Director Juli C. Spottiswood      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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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


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CEPHEID

Ticker:       CPHD           Security ID:  15670R107
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John L. Bishop           For       For          Management
1.2   Elect Director Thomas D. Brown          For       For          Management
1.3   Elect Director Dean O. Morton           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CHART INDUSTRIES, INC.

Ticker:       GTLS           Security ID:  16115Q308
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     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
4     Amend Omnibus Stock Plan                For       For          Management


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CLEAN HARBORS, INC.

Ticker:       CLH            Security ID:  184496107
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan S. McKim            For       For          Management
1.2   Elect Director Rod Marlin               For       For          Management
1.3   Elect Director John T. Preston          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Ratify Auditors                         For       For          Management


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COHEN & STEERS, INC.

Ticker:       CNS            Security ID:  19247A100
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Martin Cohen             For       For          Management
2     Elect Director Robert H. Steers         For       For          Management
3     Elect Director Peter L. Rhein           For       For          Management
4     Elect Director Richard P. Simon         For       For          Management
5     Elect Director Edmond D. Villani        For       For          Management
6     Elect Director Bernard B. Winograd      For       For          Management
7     Ratify Auditors                         For       For          Management
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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COLFAX CORPORATION

Ticker:       CFX            Security ID:  194014106
Meeting Date: JAN 05, 2012   Meeting Type: Special
Record Date:  DEC 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Issuance of Shares for a        For       For          Management
      Private Placement
2     Approve Issuance of Shares for a        For       For          Management
      Private Placement
3     Issue Shares in Connection with         For       For          Management
      Acquisition
4     Increase Authorized Preferred and       For       For          Management
      Common Stock
5     Adjourn Meeting                         For       For          Management


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COLFAX CORPORATION

Ticker:       CFX            Security ID:  194014106
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mitchell P. Rales        For       For          Management
2     Elect Director Clay H. Kiefaber         For       For          Management
3     Elect Director Patrick W. Allender      For       For          Management
4     Elect Director Joseph O. Bunting, III   For       For          Management
5     Elect Director Thomas S. Gayner         For       For          Management
6     Elect Director Rhonda L. Jordan         For       For          Management
7     Elect Director San W. Orr, III          For       For          Management
8     Elect Director A. Clayton Perfall       For       For          Management
9     Elect Director Steven E. Simms          For       For          Management
10    Elect Director Rajiv Vinnakota          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Amend Omnibus Stock Plan                For       For          Management
13    Approve Material Terms for Payment of   For       For          Management
      Incentive Compensation


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COMMVAULT SYSTEMS, INC.

Ticker:       CVLT           Security ID:  204166102
Meeting Date: AUG 24, 2011   Meeting Type: Annual
Record Date:  JUL 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Allan G. Bunte           For       For          Management
1.2   Elect Director Frank J. Fanzilli, Jr.   For       For          Management
1.3   Elect Director Daniel Pulver            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


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COMSCORE, INC.

Ticker:       SCOR           Security ID:  20564W105
Meeting Date: JUL 26, 2011   Meeting Type: Annual
Record Date:  MAY 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Magid M. Abraham         For       For          Management
1.2   Elect Director William Katz             For       For          Management
1.3   Elect Director Jarl Mohn                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
5     Amend Omnibus Stock Plan                For       For          Management


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CORE LABORATORIES N.V.

Ticker:       CLB            Security ID:  N22717107
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard L. Bergmark      For       For          Management
1.2   Elect Director Margaret Ann van Kempen  For       For          Management
2     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
3a    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3b    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Approve Financial Statements and        For       For          Management
      Statutory Reports
5     Approve Cancellation of Repurchased     For       For          Management
      Shares
6     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
7     Grant Board Authority to Issue          For       For          Management
      Ordinary and Preference Shares Up To
      20 Percent of Issued Capital
8     Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 7
9     Approval of Amendments to the           For       For          Management
      Company's Articles of Association


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CORNERSTONE ONDEMAND, INC.

Ticker:       CSOD           Security ID:  21925Y103
Meeting Date: JUN 04, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Byron B. Deeter          For       For          Management
1.2   Elect Director S. Steven Singh          For       For          Management
1.3   Elect Director Robert D. Ward           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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CUBIST PHARMACEUTICALS, INC.

Ticker:       CBST           Security ID:  229678107
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth Bate             For       For          Management
1.2   Elect Director Nancy Hutson             For       For          Management
1.3   Elect Director Leon Moulder, Jr.        For       For          Management
1.4   Elect Director Martin Soeters           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


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DFC GLOBAL CORP.

Ticker:       DLLR           Security ID:  23324T107
Meeting Date: NOV 10, 2011   Meeting Type: Annual
Record Date:  SEP 23, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey A. Weiss         For       For          Management
1.2   Elect Director Ronald McLaughlin        For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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DIAMOND FOODS, INC.

Ticker:       DMND           Security ID:  252603105
Meeting Date: OCT 27, 2011   Meeting Type: Special
Record Date:  SEP 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Increase Authorized Common Stock        For       For          Management
3     Adjourn Meeting                         For       For          Management
4     Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan


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DOMINO'S PIZZA, INC.

Ticker:       DPZ            Security ID:  25754A201
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David A. Brandon         For       For          Management
1.2   Elect Director Diana F. Cantor          For       For          Management
1.3   Elect Director Richard L. Federico      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Report on Gestation Crate-Free Pork     Against   Abstain      Shareholder
      Purchasing Policy
4     Ratify Auditors                         For       For          Management


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DRIL-QUIP, INC.

Ticker:       DRQ            Security ID:  262037104
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director L. H. Dick Robertson     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     Approve Executive Incentive Bonus Plan  For       For          Management


--------------------------------------------------------------------------------

ELIZABETH ARDEN, INC.

Ticker:       RDEN           Security ID:  28660G106
Meeting Date: NOV 09, 2011   Meeting Type: Annual
Record Date:  SEP 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director E. Scott Beattie         For       For          Management
2     Elect Director Fred Berens              For       For          Management
3     Elect Director Maura J. Clark           For       For          Management
4     Elect Director Richard C.W. Mauran      For       For          Management
5     Elect Director William M. Tatham        For       For          Management
6     Elect Director J. W. Nevil Thomas       For       For          Management
7     Elect Director A. Salman Amin           For       For          Management
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
9     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
10    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
11    Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

ENDOLOGIX, INC.

Ticker:       ELGX           Security ID:  29266S106
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John McDermott           For       For          Management
1.2   Elect Director Guido J. Neels           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management


--------------------------------------------------------------------------------

FARO TECHNOLOGIES, INC.

Ticker:       FARO           Security ID:  311642102
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lynn Brubaker            For       For          Management
1.2   Elect Director Simon Raab               For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

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


--------------------------------------------------------------------------------

GEN-PROBE INCORPORATED

Ticker:       GPRO           Security ID:  36866T103
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John W. Brown            For       For          Management
1.2   Elect Director John C. Martin           For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
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


--------------------------------------------------------------------------------

GENESCO INC.

Ticker:       GCO            Security ID:  371532102
Meeting Date: JUN 27, 2012   Meeting Type: Annual
Record Date:  APR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James S. Beard           For       For          Management
1.2   Elect Director Leonard L. Berry         For       For          Management
1.3   Elect Director William F. Blaufuss, Jr. For       For          Management
1.4   Elect Director James W. Bradford        For       For          Management
1.5   Elect Director Robert J. Dennis         For       For          Management
1.6   Elect Director Matthew C. Diamond       For       For          Management
1.7   Elect Director Marty G. Dickens         For       For          Management
1.8   Elect Director Thurgood Marshall, Jr.   For       For          Management
1.9   Elect Director Kathleen Mason           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

GLOBE SPECIALTY METALS, INC.

Ticker:       GSM            Security ID:  37954N206
Meeting Date: NOV 30, 2011   Meeting Type: Annual
Record Date:  OCT 26, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald G. Barger, Jr.    For       For          Management
1.2   Elect Director Thomas A. Danjczek       For       For          Management
1.3   Elect Director Stuart E. Eizenstat      For       For          Management
1.4   Elect Director Alan Kestenbaum          For       For          Management
1.5   Elect Director Franklin L. Lavin        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     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
6     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

H&E EQUIPMENT SERVICES, INC.

Ticker:       HEES           Security ID:  404030108
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary W. Bagley           For       For          Management
1.2   Elect Director John M. Engquist         For       For          Management
1.3   Elect Director Paul N. Arnold           For       For          Management
1.4   Elect Director Bruce C. Bruckmann       For       For          Management
1.5   Elect Director Patrick L. Edsell        For       For          Management
1.6   Elect Director Thomas J. Galligan III   For       For          Management
1.7   Elect Director Lawrence C. Karlson      For       For          Management
1.8   Elect Director John T. Sawyer           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

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


--------------------------------------------------------------------------------

HIBBETT SPORTS, INC.

Ticker:       HIBB           Security ID:  428567101
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jane F. Aggers           For       For          Management
1.2   Elect Director Terrance G. Finley       For       For          Management
1.3   Elect Director Alton E. Yother          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan
5     Establish Range For Board Size          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       Withhold     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


--------------------------------------------------------------------------------

HORNBECK OFFSHORE SERVICES, INC.

Ticker:       HOS            Security ID:  440543106
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry D. Hornbeck        For       For          Management
1.2   Elect Director Steven W. Krablin        For       For          Management
1.3   Elect Director John T. Rynd             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

ICON PLC

Ticker:       IJF            Security ID:  45103T107
Meeting Date: JUL 18, 2011   Meeting Type: Annual
Record Date:  JUN 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Reelect John Climax as Director         For       For          Management
3     Reelect Dermot Kelleher as Director     For       For          Management
4     Reelect Catherin Petty as Director      For       For          Management
5     Authorize Board to Fix Remuneration of  For       For          Management
      Auditors
6     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights
7     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights
8     Authorise Share Repurchase Program      For       For          Management


--------------------------------------------------------------------------------

IMPERVA, INC.

Ticker:       IMPV           Security ID:  45321L100
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael Boodaei          For       For          Management
1.2   Elect Director Asheem Chandna           For       For          Management
1.3   Elect Director Steven Krausz            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Amend Omnibus Stock Plan                For       Against      Management
5     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

INCYTE CORPORATION

Ticker:       INCY           Security ID:  45337C102
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard U. De Schutter   For       For          Management
1.2   Elect Director Barry M. Ariko           For       For          Management
1.3   Elect Director Julian C. Baker          For       For          Management
1.4   Elect Director Paul A. Brooke           For       For          Management
1.5   Elect Director Wendy L. Dixon           For       For          Management
1.6   Elect Director Paul A. Friedman         For       For          Management
1.7   Elect Director Roy A. Whitfield         For       Withhold     Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

IPG PHOTONICS CORPORATION

Ticker:       IPGP           Security ID:  44980X109
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Valentin P. Gapontsev    For       For          Management
1.2   Elect Director Eugene Scherbakov        For       For          Management
1.3   Elect Director Igor Samartsev           For       For          Management
1.4   Elect Director Robert A. Blair          For       For          Management
1.5   Elect Director Michael C. Child         For       For          Management
1.6   Elect Director Michael R. Kampfe        For       For          Management
1.7   Elect Director Henry E. Gauthier        For       For          Management
1.8   Elect Director William S. Hurley        For       For          Management
1.9   Elect Director William F. Krupke        For       For          Management
2     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

JIVE SOFTWARE, INC.

Ticker:       JIVE           Security ID:  47760A108
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jonathan G. Heiliger     For       Withhold     Management
1.2   Elect Director Sundar Pichai            For       Withhold     Management
1.3   Elect Director Matthew A. Tucker        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


--------------------------------------------------------------------------------

LIQUIDITY SERVICES, INC.

Ticker:       LQDT           Security ID:  53635B107
Meeting Date: FEB 29, 2012   Meeting Type: Annual
Record Date:  JAN 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Patrick W. Gross         For       Withhold     Management
1.2   Elect Director Franklin D. Kramer       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

LUFKIN INDUSTRIES, INC.

Ticker:       LUFK           Security ID:  549764108
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Douglas V. Smith         For       For          Management
1.2   Elect Director John F. Anderson         For       For          Management
1.3   Elect Director Richard R. Stewart       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Increase Authorized Common Stock        For       For          Management
5     Amend Articles of Incorporation to      For       For          Management
      Update Certain Provisions Related to
      the Texas Business Organizations Code


--------------------------------------------------------------------------------

MARKETAXESS HOLDINGS INC.

Ticker:       MKTX           Security ID:  57060D108
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard M. McVey         For       For          Management
1.2   Elect Director Steven L. Begleiter      For       For          Management
1.3   Elect Director Sharon Brown-Hruska      For       For          Management
1.4   Elect Director Roger Burkhardt          For       For          Management
1.5   Elect Director Stephen P. Casper        For       For          Management
1.6   Elect Director David G. Gomach          For       For          Management
1.7   Elect Director Carlos M. Hernandez      For       For          Management
1.8   Elect Director Ronald M. Hersch         For       For          Management
1.9   Elect Director John Steinhardt          For       For          Management
1.10  Elect Director James J. 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


--------------------------------------------------------------------------------

MELLANOX TECHNOLOGIES LTD.

Ticker:       MLNX           Security ID:  M51363113
Meeting Date: MAY 14, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Eyal Waldman as Director          For       For          Management
2     Elect Dov Baharav as Director           For       For          Management
3     Elect Glenda Dorchak as Director        For       For          Management
4     Elect Irwin Federman as Director        For       For          Management
5     Elect Thomas Weatherford as Director    For       For          Management
6     Approve                                 For       For          Management
      Bonus/Compensation/Remuneration of
      Eyal Waldman
7     Approve Restricted Stock Units to Eyal  For       Against      Management
      Waldman
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
9     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
10    Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


--------------------------------------------------------------------------------

MONOLITHIC POWER SYSTEMS, INC.

Ticker:       MPWR           Security ID:  609839105
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James C. Moyer           For       For          Management
1.2   Elect Director Karen A. Smith Bogart    For       For          Management
1.3   Elect Director Jeff Zhou                For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

MWI VETERINARY SUPPLY, INC.

Ticker:       MWIV           Security ID:  55402X105
Meeting Date: FEB 08, 2012   Meeting Type: Annual
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Keith E. Alessi          For       For          Management
1.2   Elect Director Bruce C. Bruckmann       For       For          Management
1.3   Elect Director James F. Cleary, Jr.     For       For          Management
1.4   Elect Director John F. Mcnamara         For       For          Management
1.5   Elect Director A. Craig Olson           For       For          Management
1.6   Elect Director Robert N. Rebholtz, Jr.  For       For          Management
1.7   Elect Director William J. Robison       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

NEOGEN CORPORATION

Ticker:       NEOG           Security ID:  640491106
Meeting Date: OCT 06, 2011   Meeting Type: Annual
Record Date:  AUG 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James L. Herbert         For       For          Management
1.2   Elect Director G. Bruce Papesh          For       For          Management
1.3   Elect Director Thomas H. Reed           For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Amend Stock Option Plan                 For       For          Management
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     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


--------------------------------------------------------------------------------

NETSUITE INC.

Ticker:       N              Security ID:  64118Q107
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Evan Goldberg            For       For          Management
1.2   Elect Director Steven J. Gomo           For       For          Management
1.3   Elect Director Catherine R. Kinney      For       For          Management
2     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

NEWMARKET CORPORATION

Ticker:       NEU            Security ID:  651587107
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Phyllis L. Cothran       For       For          Management
1.2   Elect Director Mark M. Gambill          For       For          Management
1.3   Elect Director Bruce C. Gottwald        For       For          Management
1.4   Elect Director Thomas E. Gottwald       For       For          Management
1.5   Elect Director Patrick D. Hanley        For       For          Management
1.6   Elect Director James E. Rogers          For       For          Management
1.7   Elect Director Charles B. Walker        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   For       For          Management
      Election of Directors


--------------------------------------------------------------------------------

NU SKIN ENTERPRISES, INC.

Ticker:       NUS            Security ID:  67018T105
Meeting Date: MAY 21, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nevin N. Andersen        For       For          Management
1.2   Elect Director Daniel W. Campbell       For       For          Management
1.3   Elect Director M. Truman Hunt           For       For          Management
1.4   Elect Director Andrew D. Lipman         For       For          Management
1.5   Elect Director Steven J. Lund           For       For          Management
1.6   Elect Director Patricia A. Negron       For       For          Management
1.7   Elect Director Neil H. Offen            For       For          Management
1.8   Elect Director Thomas R. Pisano         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         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


--------------------------------------------------------------------------------

ON ASSIGNMENT, INC.

Ticker:       ASGN           Security ID:  682159108
Meeting Date: MAY 14, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2.1   Elect Director Jeremy M. Jones          For       For          Management
2.2   Elect Director Edward L. Pierce         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

ORTHOFIX INTERNATIONAL NV

Ticker:       OFIX           Security ID:  N6748L102
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect James F. Gero as Director         For       For          Management
1.2   Elect Guy J. Jordan as Director         For       For          Management
1.3   Elect Michael R. Mainelli as Director   For       For          Management
1.4   Elect Davey S. Scoon as Director        For       For          Management
1.5   Elect Robert S. Vaters as Director      For       For          Management
1.6   Elect Walter P. von Wartburg as         For       For          Management
      Director
1.7   Elect Kenneth R. Weisshaar as Director  For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Accept Financial Statements and         For       For          Management
      Statutory Reports (Voting)
4     Ratify Ernst & Young LLP as Auditors    For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

OSI SYSTEMS, INC.

Ticker:       OSIS           Security ID:  671044105
Meeting Date: DEC 01, 2011   Meeting Type: Annual
Record Date:  OCT 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Deepak Chopra            For       For          Management
1.2   Elect Director Ajay Mehra               For       For          Management
1.3   Elect Director Steven C. Good           For       For          Management
1.4   Elect Director Meyer Luskin             For       For          Management
1.5   Elect Director David T. Feinberg        For       For          Management
1.6   Elect Director William F. Ballhaus      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


--------------------------------------------------------------------------------

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


--------------------------------------------------------------------------------

PEET'S COFFEE & TEA, INC.

Ticker:       PEET           Security ID:  705560100
Meeting Date: MAY 11, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ted W. Hall              For       For          Management
1.2   Elect Director Patrick J. O'Dea         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


--------------------------------------------------------------------------------

POLYPORE INTERNATIONAL, INC.

Ticker:       PPO            Security ID:  73179V103
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Dries            For       For          Management
1.2   Elect Director Frederick C. Flynn, Jr.  For       For          Management
1.3   Elect Director Michael Chesser          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

PRIVATEBANCORP, INC.

Ticker:       PVTB           Security ID:  742962103
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Norman R. Bobins         For       For          Management
1.2   Elect Director James B. Nicholson       For       For          Management
1.3   Elect Director Alejandro Silva          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

PROASSURANCE CORPORATION

Ticker:       PRA            Security ID:  74267C106
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M. James Gorrie          For       For          Management
1.2   Elect Director Anthony R. Tersigni      For       For          Management
1.3   Elect Director Frank A. Spinosa         For       For          Management
1.4   Elect Director Thomas A.S. Wilson Jr.   For       For          Management
1.5   Elect Director John J. McMahon Jr.      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Other Business                          For       Against      Management


--------------------------------------------------------------------------------

QLIK TECHNOLOGIES INC.

Ticker:       QLIK           Security ID:  74733T105
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Deborah C. Hopkins       For       For          Management
1.2   Elect Director Paul Wahl                For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

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


--------------------------------------------------------------------------------

SALIX PHARMACEUTICALS, LTD.

Ticker:       SLXP           Security ID:  795435106
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Chappell         For       For          Management
1.2   Elect Director Thomas W. D'Alonzo       For       For          Management
1.3   Elect Director William P. Keane         For       For          Management
1.4   Elect Director Carolyn J. Logan         For       For          Management
1.5   Elect Director Mark A. Sirgo            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


--------------------------------------------------------------------------------

SALLY BEAUTY HOLDINGS, INC.

Ticker:       SBH            Security ID:  79546E104
Meeting Date: JAN 26, 2012   Meeting Type: Annual
Record Date:  NOV 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth A. Giuriceo      For       For          Management
1.2   Elect Director Robert R. McMaster       For       For          Management
1.3   Elect Director Martha Miller            For       For          Management
2     Adopt the Jurisdiction of               For       Against      Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
3     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

SEMTECH CORPORATION

Ticker:       SMTC           Security ID:  816850101
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Glen M. Antle            For       For          Management
1.2   Elect Director W. Dean Baker            For       For          Management
1.3   Elect Director James P. Burra           For       For          Management
1.4   Elect Director Bruce C. Edwards         For       For          Management
1.5   Elect Director Rockell N. Hankin        For       For          Management
1.6   Elect Director James T. Lindstrom       For       For          Management
1.7   Elect Director Mohan R. Maheswaran      For       For          Management
1.8   Elect Director John L. Piotrowski       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


--------------------------------------------------------------------------------

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


--------------------------------------------------------------------------------

SOTHEBY'S

Ticker:       BID            Security ID:  835898107
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John M. Angelo           For       For          Management
2     Elect Director Michael Blakenham        For       For          Management
3     Elect Director Steven B. Dodge          For       For          Management
4     Elect Director The Duke Of Devonshire   For       For          Management
5     Elect Director Daniel Meyer             For       For          Management
6     Elect Director Allen Questrom           For       For          Management
7     Elect Director William F. Ruprecht      For       For          Management
8     Elect Director Marsha E. Simms          For       For          Management
9     Elect Director Michael I. Sovern        For       For          Management
10    Elect Director Robert S. Taubman        For       For          Management
11    Elect Director Diana L. Taylor          For       For          Management
12    Elect Director Dennis M. Weibling       For       For          Management
13    Ratify Auditors                         For       For          Management
14    Amend Executive Incentive Bonus Plan    For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Adopt Policy on Succession Planning     Against   For          Shareholder
17    Pro-rata Vesting of Equity Awards       Against   For          Shareholder


--------------------------------------------------------------------------------

SOURCEFIRE, INC.

Ticker:       FIRE           Security ID:  83616T108
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael Cristinziano     For       For          Management
1.2   Elect Director Charles E. Peters, Jr.   For       For          Management
1.3   Elect Director Steven R. Polk           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

STEVEN MADDEN, LTD.

Ticker:       SHOO           Security ID:  556269108
Meeting Date: MAY 25, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward R. Rosenfeld      For       For          Management
1.2   Elect Director John L. Madden           For       For          Management
1.3   Elect Director Peter Migliorini         For       For          Management
1.4   Elect Director Richard P. Randall       For       For          Management
1.5   Elect Director Ravi Sachdev             For       For          Management
1.6   Elect Director Thomas H. Schwartz       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


--------------------------------------------------------------------------------

SUPERIOR ENERGY SERVICES, INC.

Ticker:       SPN            Security ID:  868157108
Meeting Date: FEB 07, 2012   Meeting Type: Special
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Increase Authorized Common Stock        For       For          Management
3     Adjourn Meeting                         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


--------------------------------------------------------------------------------

SYNCHRONOSS TECHNOLOGIES, INC.

Ticker:       SNCR           Security ID:  87157B103
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen G. Waldis        For       For          Management
1.2   Elect Director William J. Cadogan       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

TAL INTERNATIONAL GROUP, INC.

Ticker:       TAL            Security ID:  874083108
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian M. Sondey          For       For          Management
1.2   Elect Director Malcolm P. Baker         For       For          Management
1.3   Elect Director A. Richard Caputo, Jr.   For       For          Management
1.4   Elect Director Claude Germain           For       For          Management
1.5   Elect Director Helmut Kaspers           For       For          Management
1.6   Elect Director Frederic H. Lindeberg    For       For          Management
1.7   Elect Director Douglas J. Zych          For       For          Management
2     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

TANGOE, INC.

Ticker:       TNGO           Security ID:  87582Y108
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary P. Golding          For       For          Management
1.2   Elect Director Ronald W. Kaiser         For       For          Management
1.3   Elect Director Gerald G. Kokos          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


--------------------------------------------------------------------------------

TENNECO INC.

Ticker:       TEN            Security ID:  880349105
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Dennis J. Letham         For       For          Management
2     Elect Director Hari N. Nair             For       For          Management
3     Elect Director Roger B. Porter          For       For          Management
4     Elect Director David B. Price, Jr.      For       For          Management
5     Elect Director Gregg M. Sherrill        For       For          Management
6     Elect Director Paul T. Stecko           For       For          Management
7     Elect Director Mitsunobu Takeuchi       For       For          Management
8     Elect Director Jane L. Warner           For       For          Management
9     Ratify Auditors                         For       For          Management
10    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


--------------------------------------------------------------------------------

TEXAS CAPITAL BANCSHARES, INC.

Ticker:       TCBI           Security ID:  88224Q107
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George F. Jones, Jr.     For       For          Management
1.2   Elect Director Peter B. Bartholow       For       For          Management
1.3   Elect Director James H. Browning        For       For          Management
1.4   Elect Director Joseph M. (Jody) Grant   For       Withhold     Management
1.5   Elect Director Frederick B. Hegi, Jr.   For       For          Management
1.6   Elect Director Larry L. Helm            For       For          Management
1.7   Elect Director James R. Holland, Jr.    For       For          Management
1.8   Elect Director W.w. McAllister, III     For       For          Management
1.9   Elect Director Elysia Holt Ragusa       For       For          Management
1.10  Elect Director Steven P. Rosenberg      For       For          Management
1.11  Elect Director Grant E. Sims            For       For          Management
1.12  Elect Director Robert W. Stallings      For       For          Management
1.13  Elect Director Dale W. Tremblay         For       For          Management
1.14  Elect Director Ian J. Turpin            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

THE COOPER COMPANIES, INC.

Ticker:       COO            Security ID:  216648402
Meeting Date: MAR 20, 2012   Meeting Type: Annual
Record Date:  JAN 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director A. Thomas Bender         For       For          Management
2     Elect Director Michael H. Kalkstein     For       For          Management
3     Elect Director Jody S. Lindell          For       For          Management
4     Elect Director Donald Press             For       For          Management
5     Elect Director Steven Rosenberg         For       For          Management
6     Elect Director Allan E. Rubenstein      For       For          Management
7     Elect Director Robert S. Weiss          For       For          Management
8     Elect Director Stanley Zinberg          For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

THE FRESH MARKET, INC.

Ticker:       TFM            Security ID:  35804H106
Meeting Date: AUG 18, 2011   Meeting Type: Annual
Record Date:  JUN 30, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard Noll             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


--------------------------------------------------------------------------------

THE FRESH MARKET, INC.

Ticker:       TFM            Security ID:  35804H106
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brett Berry              For       For          Management
1.2   Elect Director David Rea                For       For          Management
1.3   Elect Director Bob Sasser               For       For          Management
1.4   Elect Director Steven Tanger            For       For          Management
1.5   Elect Director Craig Carlock            For       For          Management
1.6   Elect Director Jane Thompson            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


--------------------------------------------------------------------------------

THE ULTIMATE SOFTWARE GROUP, INC.

Ticker:       ULTI           Security ID:  90385D107
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc D. Scherr           For       Withhold     Management
1.2   Elect Director James A. FitzPatrick,    For       Withhold     Management
      Jr.
1.3   Elect Director Rick A. Wilber           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Require a Majority Vote for the         Against   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


--------------------------------------------------------------------------------

TRANSDIGM GROUP INCORPORATED

Ticker:       TDG            Security ID:  893641100
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  JAN 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Nicholas Howley       For       For          Management
1.2   Elect Director William Dries            For       For          Management
1.3   Elect Director Robert Small             For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

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


--------------------------------------------------------------------------------

UNDER ARMOUR, INC.

Ticker:       UA             Security ID:  904311107
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin A. Plank           For       For          Management
1.2   Elect Director Byron K. Adams, Jr.      For       For          Management
1.3   Elect Director Douglas E. Coltharp      For       For          Management
1.4   Elect Director Anthony W. Deering       For       For          Management
1.5   Elect Director A.B. Krongard            For       For          Management
1.6   Elect Director William R. McDermott     For       For          Management
1.7   Elect Director Harvey L. Sanders        For       For          Management
1.8   Elect Director Thomas J. Sippel         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

UNITED RENTALS, INC.

Ticker:       URI            Security ID:  911363109
Meeting Date: APR 27, 2012   Meeting Type: Special
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Issue Shares in Connection with         For       For          Management
      Acquisition
3     Adjourn Meeting                         For       For          Management


--------------------------------------------------------------------------------

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   For          Shareholder


--------------------------------------------------------------------------------

VITAMIN SHOPPE, INC.

Ticker:       VSI            Security ID:  92849E101
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard L. Markee        For       For          Management
1.2   Elect Director B. Michael Becker        For       For          Management
1.3   Elect Director Catherine E. Buggeln     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. Perkal        For       For          Management
1.7   Elect Director Beth M. Pritchard        For       For          Management
1.8   Elect Director Katherine Savitt-Lennon  For       For          Management
1.9   Elect Director Anthony N. Truesdale     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

VOLTERRA SEMICONDUCTOR CORPORATION

Ticker:       VLTR           Security ID:  928708106
Meeting Date: APR 20, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christopher Paisley      For       For          Management
1.2   Elect Director Stephen Smith            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

WELLCARE HEALTH PLANS, INC.

Ticker:       WCG            Security ID:  94946T106
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charles G. Berg          For       For          Management
2     Elect Director Carol J. Burt            For       For          Management
3     Elect Director Alec Cunningham          For       For          Management
4     Elect Director David J. Gallitano       For       For          Management
5     Elect Director D. Robert Graham         For       For          Management
6     Elect Director Kevin F. Hickey          For       For          Management
7     Elect Director Christian P. Michalik    For       For          Management
8     Elect Director Glenn D. Steele, Jr.     For       For          Management
9     Elect Director William L. Trubeck       For       For          Management
10    Elect Director Paul E. Weaver           For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Report on Political Contributions       Against   For          Shareholder


--------------------------------------------------------------------------------

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

Ticker:       WAB            Security ID:  929740108
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian P. Hehir           For       For          Management
1.2   Elect Director Michael W. D. Howell     For       For          Management
1.3   Elect Director Nickolas W. Vande Steeg  For       For          Management
1.4   Elect Director Gary C. Valade           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

WESTPORT INNOVATIONS INC.

Ticker:       WPT            Security ID:  960908309
Meeting Date: APR 12, 2012   Meeting Type: Annual/Special
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John A. Beaulieu         For       For          Management
1.2   Elect Director Warren J. Baker          For       For          Management
1.3   Elect Director M.A. (Jill) Bodkin       For       For          Management
1.4   Elect Director David R. Demers          For       Withhold     Management
1.5   Elect Director Dezso J. Horvath         For       For          Management
1.6   Elect Director Douglas King             For       For          Management
1.7   Elect Director Sarah Liao Sau Tung      For       For          Management
1.8   Elect Director Albert Maringer          For       For          Management
1.9   Elect Director Gottfried (Guff) Muench  For       For          Management
2     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Change Location of Annual Meeting       For       For          Management
4     Re-approve Omnibus Incentive Plan       For       Against      Management


--------------------------------------------------------------------------------

ZUMIEZ INC.

Ticker:       ZUMZ           Security ID:  989817101
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard M. Brooks        For       For          Management
2     Elect Director Matthew L. Hyde          For       For          Management
3     Elect Director James M. Weber           For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     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:	Oppenheimer Discovery Fund
By:	William F. Glavin, Jr.*
	William F. Glavin, Jr., President and Principal Executive Officer
Date:	August 28, 2012

*By:	/s/ Randy Legg
	Randy Legg, Attorney in Fact