UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-21423
The Gabelli Dividend & Income Trust
(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(Name and address of agent for service)
Registrant's telephone number, including area code: 800-422-3554
Date of fiscal year end: December 31
Date of reporting period: July 1, 2008 - June 30, 2009
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (Sections 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the clearance
requirements of 44 U.S.C. Section 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2008 TO JUNE 30, 2009
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 1
INVESTMENT COMPANY REPORT
SUEZ, PARIS
SECURITY F90131115 MEETING TYPE MIX
TICKER SYMBOL LYO.F MEETING DATE 16-Jul-2008
ISIN FR0000120529 AGENDA 701640561 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card directly to the sub custodian. Please contact your
Client Service Representative to obtain the necessary card,
account details and directions. The following applies to Non-
Resident Shareowners: Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have become Registered
Intermediaries, on the Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian will sign the Proxy
Card and forward to the local custodian. If you are unsure whether
your Global Custodian acts as Registered Intermediary, please
contact your representative
E.1 Approve the Merger by absorption of Rivolam Management For For
E.2 Approve the spin-off of Suez Environment Management For For
O.3 Approve the distribution of 65% of Suez Environment to Suez's Management For For
shareholders
O.4 Approve the Special Auditors' report regarding related-party Management For For
transactions
E.5 Approve the Merger by absorption of Suez by GDF Management For For
O.6 Grant authority for the filing of the required documents/other Management For For
formalities
BT GROUP PLC
SECURITY 05577E101 MEETING TYPE Annual
TICKER SYMBOL BT MEETING DATE 16-Jul-2008
ISIN US05577E1010 AGENDA 932927253 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 REPORTS AND ACCOUNTS Management For For
02 REMUNERATION REPORT Management For For
03 FINAL DIVIDEND Management For For
04 RE-ELECT HANIF LALANI Management For For
05 RE-ELECT CARL SYMON Management For For
06 ELECT SIR MICHAEL RAKE Management For For
07 ELECT GAVIN PATTERSON Management For For
08 ELECT J ERIC DANIELS Management For For
09 ELECT RT HON PATRICIA HEWITT MP Management For For
10 REAPPOINTMENT OF AUDITORS Management For For
11 REMUNERATION OF AUDITORS Management For For
12 AUTHORITY TO ALLOT SHARES Management For For
S13 AUTHORITY TO ALLOT SHARES FOR CASH Management For For
S14 AUTHORITY TO PURCHASE OWN SHARES Management For For
15 AUTHORITY FOR POLITICAL DONATIONS Management For For
THE GREAT ATLANTIC & PACIFIC TEA CO INC.
SECURITY 390064103 MEETING TYPE Annual
TICKER SYMBOL GAP MEETING DATE 17-Jul-2008
ISIN US3900641032 AGENDA 932928039 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 J.D. BARLINE For For
2 J.J. BOECKEL For For
3 B. GAUNT For For
4 A. GULDIN For For
5 C.W.E. HAUB For For
6 D. KOURKOUMELIS For For
7 E. LEWIS For For
8 G. MAYS For For
9 M.B. TART-BEZER For For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 2
LEGG MASON, INC.
SECURITY 524901105 MEETING TYPE Annual
TICKER SYMBOL LM MEETING DATE 22-Jul-2008
ISIN US5249011058 AGENDA 932930642 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 DENNIS R. BERESFORD* For For
2 W. ALLEN REED* For For
3 ROGER W. SCHIPKE* For For
4 NICHOLAS J. ST. GEORGE* For For
5 MARK R. FETTING** For For
6 SCOTT C. NUTTALL*** For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
03 STOCKHOLDER PROPOSAL RELATING TO AN Shareholder Against For
INDEPENDENT DIRECTOR SERVING AS THE CHAIRMAN OF
THE BOARD.
04 STOCKHOLDER PROPOSAL RELATING TO AN ADVISORY Shareholder Against For
VOTE ON EXECUTIVE COMPENSATION.
CLEAR CHANNEL COMMUNICATIONS, INC.
SECURITY 184502102 MEETING TYPE Special
TICKER SYMBOL CCU MEETING DATE 24-Jul-2008
ISIN US1845021021 AGENDA 932932254 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 APPROVE THE ADOPTION OF THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED NOVEMBER 16, 2006, BY AND AMONG
CLEAR CHANNEL COMMUNICATIONS, INC., BT TRIPLE
CROWN MERGER CO., INC., B TRIPLE CROWN FINCO, LLC,
AND T TRIPLE CROWN FINCO, LLC, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
02 APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF Management For For
THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THEIR ARE
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE AND ADOPT THE AMENDED
AGREEMENT AND PLAN OF MERGER.
03 IN THE DISCRETION OF THE PROXY HOLDERS, ON ANY Management For For
OTHER MATTER THAT MAY PROPERLY COME BEFORE THE
SPECIAL MEETING.
NATIONAL GRID PLC
SECURITY 636274300 MEETING TYPE Annual
TICKER SYMBOL NGG MEETING DATE 28-Jul-2008
ISIN US6362743006 AGENDA 932931632 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS Management For
02 TO DECLARE A FINAL DIVIDEND Management For
03 TO RE-ELECT BOB CATELL Management For
04 TO RE-ELECT TOM KING Management For
05 TO RE-ELECT PHILIP AIKEN Management For
06 TO RE-ELECT JOHN ALLAN Management For
07 TO REAPPOINT THE AUDITOR, Management For
PRICEWATERHOUSECOOPERS LLP
08 TO AUTHORISE THE DIRECTORS TO SET THE AUDITOR'S Management For
REMUNERATION
09 TO APPROVE THE DIRECTORS' REMUNERATION REPORT Management For
10 TO AUTHORISE THE DIRECTORS TO ISSUE ORDINARY Management For
SHARES
S11 TO DISAPPLY PRE-EMPTION RIGHTS Management For
S12 TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN Management For
ORDINARY SHARES
S13 TO ADOPT NEW ARTICLES OF ASSOCIATION Management For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 3
VODAFONE GROUP PLC
SECURITY 92857W209 MEETING TYPE Annual
TICKER SYMBOL VOD MEETING DATE 29-Jul-2008
ISIN US92857W2098 AGENDA 932928990 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 TO RECEIVE THE COMPANY'S ACCOUNTS AND REPORTS Management For For
OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED
31 MARCH 2008.
02 TO RE-ELECT SIR JOHN BOND AS A DIRECTOR (MEMBER Management For For
OF THE NOMINATIONS AND GOVERNANCE COMMITTEE)
03 TO RE-ELECT JOHN BUCHANAN AS A DIRECTOR (MEMBER Management For For
OF THE AUDIT COMMITTEE) (MEMBER OF THE
NOMINATIONS AND GOVERNANCE COMMITTEE)
04 TO RE-ELECT VITTORIO COLAO AS A DIRECTOR Management For For
05 TO RE-ELECT ANDY HALFORD AS A DIRECTOR Management For For
06 TO RE-ELECT ALAN JEBSON AS A DIRECTOR (MEMBER OF Management For For
THE AUDIT COMMITTEE)
07 TO RE-ELECT NICK LAND AS A DIRECTOR (MEMBER OF THE Management For For
AUDIT COMMITTEE)
08 TO RE-ELECT ANNE LAUVERGEON AS A DIRECTOR Management For For
(MEMBER OF THE AUDIT COMMITTEE)
09 TO RE-ELECT SIMON MURRAY AS A DIRECTOR (MEMBER Management For For
OF THE REMUNERATION COMMITTEE)
10 TO RE-ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER Management For For
OF THE NOMINATIONS AND GOVERNANCE COMMITTEE)
(MEMBER OF THE REMUNERATION COMMITTEE)
11 TO RE-ELECT ANTHONY WATSON AS A DIRECTOR Management For For
(MEMBER OF THE REMUNERATION COMMITTEE)
12 TO RE-ELECT PHILIP YEA AS A DIRECTOR (MEMBER OF THE Management For For
REMUNERATION COMMITTEE)
13 TO APPROVE A FINAL DIVIDEND OF 5.02P PER ORDINARY Management For For
SHARE
14 TO APPROVE THE REMUNERATION REPORT Management For For
15 TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
16 TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE Management For For
THE REMUNERATION OF THE AUDITORS
17 TO RENEW THE AUTHORITY TO ALLOT SHARES UNDER Management For For
ARTICLE 16.2 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
18 TO RENEW THE AUTHORITY TO DIS-APPLY PRE-EMPTION Management For For
RIGHTS UNDER ARTICLE 16.3 OF THE COMPANY'S
ARTICLES OF ASSOCIATION (SPECIAL RESOLUTION)
19 TO AUTHORISE THE COMPANY'S PURCHASE OF ITS OWN Management For For
SHARES (SECTION 166, COMPANIES ACT 1985) (SPECIAL
RESOLUTION)
20 TO AUTHORISE THE COMPANY TO MAKE DONATIONS TO Management For For
POLITICAL PARTIES, AND/OR INDEPENDENT ELECTION
CANDIDATES; TO POLITICAL ORGANIZATIONS OTHER THAN
POLITICAL PARTIES; AND TO INCUR POLITICAL
EXPENDITURE (PART 14, COMPANIES ACT 2006)
21 TO ADOPT NEW ARTICLES OF ASSOCIATION (SPECIAL Management For For
RESOLUTION)
22 TO APPROVE THE RULES OF THE VODAFONE GROUP 2008 Management For For
SHARESAVE PLAN
SAFECO CORPORATION
SECURITY 786429100 MEETING TYPE Annual
TICKER SYMBOL SAF MEETING DATE 29-Jul-2008
ISIN US7864291007 AGENDA 932932103 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF APRIL 23, 2008, BY AND AMONG LIBERTY
MUTUAL INSURANCE COMPANY, BIG APPLE MERGER
CORPORATION AND SAFECO CORPORATION.
02 DIRECTOR Management
1 JOSEPH W. BROWN For For
2 KERRY KILLINGER For For
3 GARY F. LOCKE For For
4 CHARLES R. RINEHART For For
5 GERARDO I. LOPEZ For For
03 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
SAFECO'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2008.
04 ADJOURN OR POSTPONE THE ANNUAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES APPROVING THE MERGER AGREEMENT.
PETROCHINA COMPANY LIMITED
SECURITY 71646E100 MEETING TYPE Special
TICKER SYMBOL PTR MEETING DATE 31-Jul-2008
ISIN US71646E1001 AGENDA 932932519 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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S1 TO REVIEW AND APPROVE THE RESOLUTION REGARDING Management For
THE ISSUE OF DOMESTIC CORPORATE BONDS IN
PRINCIPAL AMOUNT NOT EXCEEDING RMB60 BILLION
WITHIN 24 MONTHS AFTER THE DATE OF SUCH
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL
MEETING OF THE COMPANY AND TO AUTHORISE THE
BOARD OF DIRECTORS TO DEAL WITH ALL MATTERS IN
CONNECTION WITH THE ISSUE OF DOMESTIC CORPORATE
BONDS.
ELECTRONIC DATA SYSTEMS CORPORATION
SECURITY 285661104 MEETING TYPE Special
TICKER SYMBOL EDS MEETING DATE 31-Jul-2008
ISIN US2856611049 AGENDA 932932521 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MAY 13, 2008, AMONG ELECTRONIC
DATA SYSTEMS CORPORATION, HEWLETT-PACKARD
COMPANY AND HAWK MERGER CORPORATION, AS IT MAY
BE AMENDED FROM TIME TO TIME.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING TO A LATER
DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE
INSUFFICIENT VOTES AT THE TIME OF SUCH
ADJOURNMENT OR POSTPONEMENT TO ADOPT THE
AGREEMENT AND PLAN OF MERGER.
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Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 4
YAHOO! INC.
SECURITY 984332106 MEETING TYPE Contested-Annual
TICKER SYMBOL YHOO MEETING DATE 01-Aug-2008
ISIN US9843321061 AGENDA 932924992 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 ROY J. BOSTOCK For For
2 RONALD W. BURKLE For For
3 ERIC HIPPEAU For For
4 VYOMESH JOSHI For For
5 ARTHUR H. KERN For For
6 ROBERT A. KOTICK For For
7 MARY AGNES WILDEROTTER For For
8 GARY L. WILSON For For
9 JERRY YANG For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 STOCKHOLDER PROPOSAL REGARDING PAY-FOR- Shareholder Against For
SUPERIOR-PERFORMANCE.
04 STOCKHOLDER PROPOSAL REGARDING INTERNET Shareholder Against For
CENSORSHIP.
05 STOCKHOLDER PROPOSAL REGARDING BOARD Shareholder Against For
COMMITTEE ON HUMAN RIGHTS.
AWILCO OFFSHORE ASA, OSLO
SECURITY R0811G187 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL AWO MEETING DATE 07-Aug-2008
ISIN NO0010255722 AGENDA 701656641 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVI-DE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR
VOTE TO BE LODGED
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
1. Elect the Meeting Leader Management For For
2. Elect the person to co-sign the minutes of the meeting Management For For
3. Approve the notice of the meeting and the agenda Management For For
4.a Approve the 2007 statement on salary and other remuneration for Management For For
Senior Executives
4.b Approve the 2007 allocation of Synthetic Options Management For For
H.J. HEINZ COMPANY
SECURITY 423074103 MEETING TYPE Annual
TICKER SYMBOL HNZ MEETING DATE 13-Aug-2008
ISIN US4230741039 AGENDA 932934424 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1A ELECTION OF DIRECTOR: W.R. JOHNSON Management For For
1B ELECTION OF DIRECTOR: C.E. BUNCH Management For For
1C ELECTION OF DIRECTOR: L.S. COLEMAN, JR. Management For For
1D ELECTION OF DIRECTOR: J.G. DROSDICK Management For For
1E ELECTION OF DIRECTOR: E.E. HOLIDAY Management For For
1F ELECTION OF DIRECTOR: C. KENDLE Management For For
1G ELECTION OF DIRECTOR: D.R. O'HARE Management For For
1H ELECTION OF DIRECTOR: N. PELTZ Management For For
1I ELECTION OF DIRECTOR: D.H. REILLEY Management For For
1J ELECTION OF DIRECTOR: L.C. SWANN Management For For
1K ELECTION OF DIRECTOR: T.J. USHER Management For For
1L ELECTION OF DIRECTOR: M.F. WEINSTEIN Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM.
03 AMEND THE COMPANY BY-LAWS AND ARTICLES OF Management For For
INCORPORATION TO REDUCE SHAREHOLDER VOTE
REQUIRED TO AMEND D&O INDEMNITY
04 AMEND COMPANY ARTICLES OF INCORPORATION TO Management For For
REDUCE SHAREHOLDER VOTE REQUIRED TO APPROVE
CERTAIN BUSINESS COMBINATIONS.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 5
NAVISTAR INTERNATIONAL CORPORATION
SECURITY 63934E108 MEETING TYPE Annual
TICKER SYMBOL NAV MEETING DATE 05-Sep-2008
ISIN US63934E1082 AGENDA 932941645 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 Y. MARC BELTON For For
2 EUGENIO CLARIOND For For
3 JOHN D. CORRENTI For For
4 TERRY M. ENDSLEY For For
5 DR. ABBIE J. GRIFFIN For For
6 MICHAEL N. HAMMES For For
7 DAVID D. HARRISON For For
8 JAMES H. KEYES For For
9 STEVEN J. KLINGER For For
10 DANIEL C. USTIAN For For
02 VOTE TO RATIFY THE SELECTION OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
WHX CORPORATION
SECURITY 929248508 MEETING TYPE Annual
TICKER SYMBOL WXCP MEETING DATE 16-Sep-2008
ISIN US9292485086 AGENDA 932946708 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 WARREN G. LICHTENSTEIN For For
2 JACK L. HOWARD For For
3 GLEN M. KASSAN For For
4 LOUIS KLEIN, JR. For For
5 JOHN H. MCNAMARA JR. For For
6 JOHN J. QUICKE For For
7 GAREN W. SMITH For For
02 AUTHORIZE THE BOARD, AT ITS DISCRETION, TO AMEND Management For For
THE AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE AUTHORIZED CAPITAL
STOCK FROM 55,000,000 SHARES, CONSISTING OF
50,000,000 SHARES OF COMMON STOCK AND 5,000,000
SHARES OF PREFERRED STOCK TO 185,000,000 SHARES,
CONSISTING OF 180,000,000 SHARES OF COMMON STOCK
AND 5,000,000 SHARES OF PREFERRED STOCK.
03 TO AUTHORIZE THE BOARD, AT ITS DISCRETION, TO Management For For
AMEND THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO MAKE CERTAIN
CLARIFYING AMENDMENTS TO PROTECT THE AVAILABILITY
OF THE COMPANY'S NET OPERATING LOSS CARRY
FORWARDS UNDER SECTION 382 OF THE INTERNAL
REVENUE CODE IN CONNECTION WITH THE COMPANY'S
PENDING RIGHTS OFFERING.
04 RATIFICATION OF THE APPOINTMENT OF GRANT Management For For
THORNTON LLP AS THE INDEPENDENT PUBLIC
ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2008.
BG GROUP PLC
SECURITY 055434203 MEETING TYPE Special
TICKER SYMBOL BRGYY MEETING DATE 16-Sep-2008
ISIN US0554342032 AGENDA 932953234 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 TO APPROVE THE ACQUISITION OF ORIGIN ENERGY Management For For
LIMITED
SKYLINE CORPORATION
SECURITY 830830105 MEETING TYPE Annual
TICKER SYMBOL SKY MEETING DATE 18-Sep-2008
ISIN US8308301055 AGENDA 932946001 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 ARTHUR J. DECIO For For
2 THOMAS G. DERANEK For For
3 JOHN C. FIRTH For For
4 JERRY HAMMES For For
5 RONALD F. KLOSKA For For
6 WILLIAM H. LAWSON For For
7 DAVID T. LINK For For
8 ANDREW J. MCKENNA For For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 6
GOLDEN OCEAN GROUP LIMITED, HAMILTON
SECURITY G4032A104 MEETING TYPE Annual General Meeting
TICKER SYMBOL GDOCF MEETING DATE 19-Sep-2008
ISIN BMG4032A1045 AGENDA 701688321 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. Re-elect Mr. John Fredriksen as a Director of the Company Management For For
2. Re-elect Mr. Tor Olav Troim as a Director of the Company Management For For
3. Re-elect Ms. Kate Blankenship as a Director of the Company Management For For
4. Re-elect Mr. Hans Christian Borresen as a Director of the Management For For
Company
5. Elect Mr. Cecilie Fredriksen as a Director of the Company Management For For
6. Appoint Moore Stephens as the Auditors and authorize the Management For For
Directors to determine their remuneration
7. Approve the remuneration of the Company's Board of Directors of Management For For
a total amount of fees not to exceed USD 300,000 for the YE 31
DEC 2008
8. Transact any other business Non-Voting
SHIP FINANCE INTERNATIONAL LIMITED
SECURITY G81075106 MEETING TYPE Annual
TICKER SYMBOL SFL MEETING DATE 19-Sep-2008
ISIN BMG810751062 AGENDA 932942471 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 TOR OLAV TROIM For For
2 PAUL LEAND JR. For For
3 KATE BLANKENSHIP For For
4 CRAIG H. STEVENSON JR. For For
5 HANS PETTER AAS For For
02 PROPOSAL TO APPOINT MOORE STEPHENS PC AS Management For For
AUDITORS AND TO AUTHORIZE THE BOARD OF DIRECTORS
TO DETERMINE THEIR REMUNERATION.
03 PROPOSAL TO APPROVE THE REMUNERATION OF THE Management For For
COMPANY'S BOARD OF DIRECTORS FOR THE YEAR
ENDING DECEMBER 31, 2008.
FRONTLINE LTD.
SECURITY G3682E127 MEETING TYPE Annual
TICKER SYMBOL FRO MEETING DATE 19-Sep-2008
ISIN BMG3682E1277 AGENDA 932943168 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 JOHN FREDRIKSEN For For
2 KATHRINE FREDRIKSEN For For
3 FRIXOS SAVVIDES For For
4 KATE BLANKENSHIP For For
02 PROPOSAL TO APPOINT PRICEWATERHOUSECOOPERS DA Management For For
OF OSLO, NORWAY AS AUDITORS AND TO AUTHORIZE THE
BOARD OF DIRECTORS TO DETERMINE THEIR
REMUNERATION.
03 PROPOSAL TO APPROVE THE REMUNERATION OF THE Management For For
COMPANY'S BOARD OF DIRECTORS FOR THE YEAR
ENDING DECEMBER 31, 2008.
04 PROPOSAL TO APPROVE AND AUTHORIZE THE COMPANY'S Management For For
BOARD OF DIRECTORS TO SUB-DIVIDE THE COMPANY'S
AUTHORIZED SHARE CAPITAL OF 125,000,000 ORDINARY
SHARES OF PAR VALUE $2.50 EACH INTO AN AUTHORIZED
SHARE CAPITAL OF 625,000,000 ORDINARY SHARES OF PAR
VALUE $0.50 EACH.
GENERAL MILLS, INC.
SECURITY 370334104 MEETING TYPE Annual
TICKER SYMBOL GIS MEETING DATE 22-Sep-2008
ISIN US3703341046 AGENDA 932943598 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1A ELECTION OF DIRECTOR: BRADBURY H. ANDERSON Management For For
1B ELECTION OF DIRECTOR: PAUL DANOS Management For For
1C ELECTION OF DIRECTOR: WILLIAM T. ESREY Management For For
1D ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN Management For For
1E ELECTION OF DIRECTOR: JUDITH RICHARDS HOPE Management For For
1F ELECTION OF DIRECTOR: HEIDI G. MILLER Management For For
1G ELECTION OF DIRECTOR: HILDA OCHOA-BRILLEMBOURG Management For For
1H ELECTION OF DIRECTOR: STEVE ODLAND Management For For
1I ELECTION OF DIRECTOR: KENDALL J. POWELL Management For For
1J ELECTION OF DIRECTOR: LOIS E. QUAM Management For For
1K ELECTION OF DIRECTOR: MICHAEL D. ROSE Management For For
1L ELECTION OF DIRECTOR: ROBERT L. RYAN Management For For
1M ELECTION OF DIRECTOR: DOROTHY A. TERRELL Management For For
02 RATIFY THE APPOINTMENT OF KPMG LLP AS GENERAL Management For For
MILLS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 7
WM. WRIGLEY JR. COMPANY
SECURITY 982526204 MEETING TYPE Special
TICKER SYMBOL WWYWB MEETING DATE 25-Sep-2008
ISIN US9825262044 AGENDA 932942217 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF APRIL 28, 2008, AMONG WM. WRIGLEY JR.
COMPANY, MARS, INCORPORATED, NEW UNO HOLDINGS
CORPORATION AND NEW UNO ACQUISITION
CORPORATION, AS IT MAY BE AMENDED FROM TIME TO
TIME.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTING THE
MERGER AGREEMENT AT THE TIME OF THE SPECIAL
MEETING.
WM. WRIGLEY JR. COMPANY
SECURITY 982526105 MEETING TYPE Special
TICKER SYMBOL WWY MEETING DATE 25-Sep-2008
ISIN US9825261053 AGENDA 932942217 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF APRIL 28, 2008, AMONG WM. WRIGLEY JR.
COMPANY, MARS, INCORPORATED, NEW UNO HOLDINGS
CORPORATION AND NEW UNO ACQUISITION
CORPORATION, AS IT MAY BE AMENDED FROM TIME TO
TIME.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTING THE
MERGER AGREEMENT AT THE TIME OF THE SPECIAL
MEETING.
CONAGRA FOODS, INC.
SECURITY 205887102 MEETING TYPE Annual
TICKER SYMBOL CAG MEETING DATE 25-Sep-2008
ISIN US2058871029 AGENDA 932945578 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 MOGENS C. BAY For For
2 STEPHEN G. BUTLER For For
3 STEVEN F. GOLDSTONE For For
4 W.G. JURGENSEN For For
5 RUTH ANN MARSHALL For For
6 GARY M. RODKIN For For
7 ANDREW J. SCHINDLER For For
8 KENNETH E. STINSON For For
02 RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS Management For For
DRS TECHNOLOGIES, INC.
SECURITY 23330X100 MEETING TYPE Special
TICKER SYMBOL DRS MEETING DATE 25-Sep-2008
ISIN US23330X1000 AGENDA 932950404 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MAY 12, 2008, BY AND AMONG DRS
TECHNOLOGIES, INC., FINMECCANICA - SOCIETA PER
AZIONI, AND DRAGON ACQUISITION SUB, INC. AND
APPROVE THE MERGER.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE AGREEMENT AND PLAN OF
MERGER AND APPROVE THE MERGER.
HILB ROGAL & HOBBS COMPANY
SECURITY 431294107 MEETING TYPE Special
TICKER SYMBOL HRH MEETING DATE 29-Sep-2008
ISIN US4312941077 AGENDA 932950911 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE Management For For
AND ADOPT THE AGREEMENT AND PLAN OF MERGER,
DATED AS OF JUNE 7, 2008, BY AND AMONG WILLIS GROUP
HOLDINGS LIMITED, HERMES ACQUISITION CORP.
("MERGER SUB") AND HILB ROGAL & HOBBS COMPANY
("HRH"), AS THE SAME MAY BE AMENDED FROM TIME TO
TIME, PURSUANT TO WHICH HRH WILL MERGE WITH AND
INTO MERGER SUB.
02 TO CONSIDER AND VOTE UPON THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING OF HRH
SHAREHOLDERS, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 8
ENERGYSOUTH, INC.
SECURITY 292970100 MEETING TYPE Special
TICKER SYMBOL ENSI MEETING DATE 30-Sep-2008
ISIN US2929701009 AGENDA 932950389 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 25, 2008, BY AND AMONG
ENERGYSOUTH, INC., SEMPRA ENERGY AND EMS HOLDING
CORP., AND APPROVE THE MERGER CONTEMPLATED
THEREIN.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES, IF THERE ARE INSUFFICIENT VOTES
AT THE TIME OF THE MEETING TO ADOPT THE AGREEMENT
AND APPROVE THE MERGER.
FORDING CANADIAN COAL TRUST
SECURITY 345425102 MEETING TYPE Special
TICKER SYMBOL FDG MEETING DATE 30-Sep-2008
ISIN CA3454251024 AGENDA 932953006 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 THE SPECIAL RESOLUTION, SUBSTANTIALLY IN THE FORM Management For For
OF THE ARRANGEMENT RESOLUTION SET FORTH IN
APPENDIX A TO THE CIRCULAR, APPROVING, AMONG
OTHER THINGS, THE ARRANGEMENT UNDER SECTION 193
OF THE BUSINESS CORPORATIONS ACT (ALBERTA)
INVOLVING, AMONG OTHER THINGS, THE ACQUISITION BY
TECK COMINCO LIMITED OF ALL OF THE ASSETS AND
ASSUMPTION OF ALL OF THE LIABILITIES OF FORDING, ALL
AS MORE FULLY SET FORTH IN THE CIRCULAR.
TELECOM CORPORATION OF NEW ZEALAND LTD.
SECURITY 879278208 MEETING TYPE Contested-Annual
TICKER SYMBOL NZT MEETING DATE 02-Oct-2008
ISIN US8792782083 AGENDA 932953448 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO AUTHORISE THE DIRECTORS TO FIX THE Management For For
REMUNERATION OF THE AUDITORS.
02 TO RE-ELECT MR ROD MCGEOCH AS A DIRECTOR - Management For For
DIRECTOR NOMINATIONS SUPPORTED BY THE BOARD.
03 TO RE-ELECT MR KEVIN ROBERTS AS A DIRECTOR - Management For For
DIRECTOR NOMINATIONS SUPPORTED BY THE BOARD.
04 TO ELECT MR MARK CROSS AS A DIRECTOR - DIRECTOR Management Against For
NOMINATIONS NOT SUPPORTED BY THE BOARD.
05 TO ELECT MR MARK TUME AS A DIRECTOR - DIRECTOR Management Against For
NOMINATIONS NOT SUPPORTED BY THE BOARD.
KANSAS CITY SOUTHERN
SECURITY 485170302 MEETING TYPE Special
TICKER SYMBOL KSU MEETING DATE 07-Oct-2008
ISIN US4851703029 AGENDA 932952282 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO APPROVE THE KANSAS CITY SOUTHERN 2008 STOCK Management For For
OPTION AND PERFORMANCE AWARD PLAN (THE "2008
PLAN").
COMPANIA DE TELECOMUNICACIONES DE CHILE
SECURITY 204449300 MEETING TYPE Special
TICKER SYMBOL CTC MEETING DATE 07-Oct-2008
ISIN US2044493003 AGENDA 932959844 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVAL TO MODIFY THE COMPANY'S BYLAWS, TO Management For For
REFLECT THE APPROVED AGREEMENTS, AS SET FORTH IN
THE COMPANY'S NOTICE OF MEETING ENCLOSED
HEREWITH. *
02 APPROVAL TO ADOPT THE NECESSARY PROCEDURES TO Management For For
FORMALIZE THE AGREEMENTS REACHED AT THE
EXTRAORDINARY SHAREHOLDERS' MEETING.
APRIA HEALTHCARE GROUP INC.
SECURITY 037933108 MEETING TYPE Special
TICKER SYMBOL AHG MEETING DATE 10-Oct-2008
ISIN US0379331087 AGENDA 932957155 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVE & ADOPT AGREEMENT & PLAN OF MERGER BY Management For For
AND AMONG APRIA, SKY ACQUISITION LLC, A DELAWARE
LIMITED LIABILITY COMPANY ("BUYER") AND SKY MERGER
SUB CORPORATION, A DELAWARE CORPORATION
("MERGER SUB"), PURSUANT TO WHICH MERGER SUB WILL
BE MERGED WITH & INTO APRIA, AND APRIA WILL
CONTINUE AS SURVIVING CORPORATION AND BECOME A
WHOLLY-OWNED SUBSIDIARY OF BUYER.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME
OF THE SPECIAL MEETING TO APPROVE AND ADOPT THE
FIRST PROPOSAL DESCRIBED ABOVE.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 9
THE PROCTER & GAMBLE COMPANY
SECURITY 742718109 MEETING TYPE Annual
TICKER SYMBOL PG MEETING DATE 14-Oct-2008
ISIN US7427181091 AGENDA 932946556 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 KENNETH I. CHENAULT For For
2 SCOTT D. COOK For For
3 RAJAT K. GUPTA For For
4 A.G. LAFLEY For For
5 CHARLES R. LEE For For
6 LYNN M. MARTIN For For
7 W. JAMES MCNERNEY, JR. For For
8 JOHNATHAN A. RODGERS For For
9 RALPH SNYDERMAN, M.D. For For
10 MARGARET C. WHITMAN For For
11 PATRICIA A. WOERTZ For For
12 ERNESTO ZEDILLO For For
02 RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
03 AMEND COMPANY'S AMENDED ARTICLES OF Management For For
INCORPORATION TO ADOPT MAJORITY VOTING
04 SHAREHOLDER PROPOSAL #1 - ROTATE SITE OF ANNUAL Shareholder Against For
MEETING
05 SHAREHOLDER PROPOSAL #2 - ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION
PETROCHINA COMPANY LIMITED
SECURITY 71646E100 MEETING TYPE Special
TICKER SYMBOL PTR MEETING DATE 21-Oct-2008
ISIN US71646E1001 AGENDA 932957597 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
O1 APPROVE THAT, AS SET OUT IN THE CIRCULAR: (A) THE Management Against Against
NEW COMPREHENSIVE AGREEMENT ENTERED BETWEEN
THE COMPANY AND CHINA NATIONAL PETROLEUM
CORPORATION; (B) THE NON-EXEMPT CONTINUING
CONNECTED TRANSACTIONS AND PROPOSED CAPS OF
NON-EXEMPT TRANSACTIONS; (C) EXECUTION OF NEW
COMPREHENSIVE AGREEMENT BY MR. ZHOU MINGCHUN
FOR AND ON BEHALF OF THE COMPANY.
O2 APPROVE THAT, AS SET OUT IN THE CIRCULAR: (A) Management For For
SUPPLEMENTAL AGREEMENT TO CRMSC PRODUCTS AND
SERVICES AGREEMENT BETWEEN THE COMPANY AND
CHINA RAILWAY MATERIALS & SUPPLIERS CORPORATION;
(B) NON-EXEMPT TRANSCATIONS UNDER, SUPPLEMENTAL
AGREEMENT TO CRMSC PRODUCTS & SERVICES
AGREEMENT; (C) EXECUTION OF CRMSC PRODUCTS AND
SERVICES AGREEMENT BY MR. ZHOU MINGCHUN.
PHILADELPHIA CONSOLIDATED HOLDING CORP.
SECURITY 717528103 MEETING TYPE Special
TICKER SYMBOL PHLY MEETING DATE 23-Oct-2008
ISIN US7175281036 AGENDA 932960518 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 22, 2008, AMONG THE COMPANY, TOKIO
MARINE HOLDINGS, INC. AND TOKIO MARINE INVESTMENT
(PENNSYLVANIA) INC.
02 APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF Management For For
THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE
ARE NOT SUFFICIENT VOTES PRESENT, IN PERSON OR BY
PROXY, AT THE TIME OF THE SPECIAL MEETING TO ADOPT
THE AGREEMENT AND PLAN OF MERGER.
APPLIED BIOSYSTEMS INC.
SECURITY 038149100 MEETING TYPE Special
TICKER SYMBOL ABI MEETING DATE 28-Oct-2008
ISIN US0381491002 AGENDA 932956189 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, AS AMENDED, BY AND AMONG INVITROGEN
CORPORATION, ATOM ACQUISITION, LLC, AND APPLIED
BIOSYSTEMS INC., AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME, AND TO APPROVE THE
MERGER OF ATOM ACQUISITION CORPORATION WITH AND
INTO APPLIED BIOSYSTEMS INC., ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
02 TO ADJOURN THE APPLIED BIOSYSTEMS SPECIAL MEETING Management For For
OF STOCKHOLDERS, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES FOR THE FOREGOING PROPOSAL.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 10
COMPANIA DE TELECOMUNICACIONES DE CHILE
SECURITY 204449300 MEETING TYPE Special
TICKER SYMBOL CTC MEETING DATE 28-Oct-2008
ISIN US2044493003 AGENDA 932966940 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVAL TO MODIFY THE COMPANY'S BYLAWS, TO Management For For
REFLECT THE APPROVED AGREEMENTS, ITS TERMS AND
CONDITIONS, AS SET FORTH IN THE COMPANY'S NOTICE
OF MEETING ENCLOSED HEREWITH. *
02 APPROVAL TO ADOPT THE NECESSARY PROCEDURES TO Management For For
FORMALIZE THE AGREEMENTS REACHED AT THE
EXTRAORDINARY SHAREHOLDERS' MEETING.
FIRST CALGARY PETROLEUMS LTD.
SECURITY 319384301 MEETING TYPE Special
TICKER SYMBOL FCGCF MEETING DATE 29-Oct-2008
ISIN CA3193843016 AGENDA 932959818 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVING ARRANGEMENT. THE SPECIAL RESOLUTION Management For For
APPROVING THE PLAN OF ARRANGEMENT AS MORE
PARTICULARLY SET OUT IN EXHIBIT A OF THE
INFORMATION CIRCULAR OF FIRST CALGARY
PETROLEUMS LTD. DATED SEPTEMBER 22ND, 2008. IT IS
RECOMMENDED THAT SHAREHOLDERS VOTE FOR ITEM 1.
VITAL SIGNS, INC.
SECURITY 928469105 MEETING TYPE Special
TICKER SYMBOL VITL MEETING DATE 29-Oct-2008
ISIN US9284691055 AGENDA 932960114 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 23, 2008, BY AND AMONG GENERAL
ELECTRIC COMPANY, TONIC ACQUISITION CORP AND VITAL
SIGNS, INC.
ROHM AND HAAS COMPANY
SECURITY 775371107 MEETING TYPE Special
TICKER SYMBOL ROH MEETING DATE 29-Oct-2008
ISIN US7753711073 AGENDA 932960506 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF JULY 10, 2008, AMONG ROHM AND HAAS COMPANY
("ROHM AND HAAS"), THE DOW CHEMICAL COMPANY, AND
RAMSES ACQUISITION CORP., A DIRECT WHOLLY OWNED
SUBSIDIARY OF THE DOW CHEMICAL COMPANY, AS IT MAY
BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH
RAMSES ACQUISITION CORP. WILL MERGE WITH AND INTO
ROHM AND HAAS (THE "MERGER").
02 TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN OR Management For For
POSTPONE THE SPECIAL MEETING TO A LATER DATE OR
TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THERE ARE
INSUFFICIENT VOTES AT THE TIME OF SUCH
ADJOURNMENT OR POSTPONEMENT TO ADOPT THE
MERGER AGREEMENT.
SARA LEE CORPORATION
SECURITY 803111103 MEETING TYPE Annual
TICKER SYMBOL SLE MEETING DATE 30-Oct-2008
ISIN US8031111037 AGENDA 932954705 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: BRENDA C. BARNES Management For For
1B ELECTION OF DIRECTOR: CHRISTOPHER B. BEGLEY Management For For
1C ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1D ELECTION OF DIRECTOR: VIRGIS W. COLBERT Management For For
1E ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1F ELECTION OF DIRECTOR: LAURETTE T. KOELLNER Management For For
1G ELECTION OF DIRECTOR: CORNELIS J.A. VAN LEDE Management For For
1H ELECTION OF DIRECTOR: DR. JOHN MCADAM Management For For
1I ELECTION OF DIRECTOR: SIR IAN PROSSER Management For For
1J ELECTION OF DIRECTOR: ROZANNE L. RIDGWAY Management For For
1K ELECTION OF DIRECTOR: NORMAN R. SORENSEN Management For For
1L ELECTION OF DIRECTOR: JEFFREY W. UBBEN Management For For
1M ELECTION OF DIRECTOR: JONATHAN P. WARD Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2009
03 TO VOTE ON THE REAPPROVAL OF PERFORMANCE Management For For
MEASURES UNDER SARA LEE'S LONG-TERM
PERFORMANCE STOCK PLANS
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 11
CAPTARIS, INC.
SECURITY 14071N104 MEETING TYPE Special
TICKER SYMBOL CAPA MEETING DATE 31-Oct-2008
ISIN US14071N1046 AGENDA 932961813 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF SEPTEMBER 3, 2008, BY AND AMONG
CAPTARIS, INC., OPEN TEXT CORPORATION, OPEN TEXT,
INC., AND OASIS MERGER CORP.
02 TO APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF DETERMINED NECESSARY BY CAPTARIS, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE THE MERGER AGREEMENT OR IF OTHERWISE
DEEMED NECESSARY OR APPROPRIATE.
IKON OFFICE SOLUTIONS, INC.
SECURITY 451713101 MEETING TYPE Special
TICKER SYMBOL IKN MEETING DATE 31-Oct-2008
ISIN US4517131011 AGENDA 932962372 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF AUGUST 27, 2008, BETWEEN RICOH
COMPANY, LTD., KEYSTONE ACQUISITION, INC. AND IKON
OFFICE SOLUTIONS, INC. (THE "MERGER AGREEMENT").
PERNOD-RICARD, PARIS
SECURITY F72027109 MEETING TYPE MIX
TICKER SYMBOL RI.PA MEETING DATE 05-Nov-2008
ISIN FR0000120693 AGENDA 701724014 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card dir-ectly to the sub custodian. Please contact your
Client Service Representative-to obtain the necessary card,
account details and directions. The followin-g applies to Non-
Resident Shareowners: Proxy Cards: Voting instructions will-be
forwarded to the Global Custodians that have become Registered
Intermediar-ies, on the Vote Deadline Date. In capacity as
Registered Intermediary, the Gl-obal Custodian will sign the Proxy
Card and forward to the local custodian. If-you are unsure whether
your Global Custodian acts as Registered Intermediary,-please
contact your representative
O.1 Receive the reports of the Board of Directors and the Auditors; Management For For
approve the Company's financial statements for the YE in 30 JUN
2008 as presented, earnings for the FY: EUR 925,580,852.74, the
expenses and charges that were not tax deductible of EUR
125,815.00 with a corresponding tax of EUR 43,322.00
O.2 Receive the reports of the Board of Directors and the Auditors; Management For For
approve the consolidated financial statements for the said FY, in
the form presented to the meeting
O.3 Approve the recommendations of the Board of directors and Management For For
resolves that the income for the FY be appropriated as follows:
earnings for the FY: EUR 925,580,852.74 legal reserve: EUR
71,178.48 previous retained earnings: EUR 517,716,451.00
distributable income: EUR 1,443,226,125.26 dividends: EUR
289,981,525.68 retained earnings: EUR 1,1 53,244,599.58 the
shareholders' meeting reminds that an interim dividend of EUR
0.63 was already paid on 03 JUL 2008 the remaining dividend of
EUR 0.69 will be paid on 18 NOV 2008, and will entitle natural
persons to the 40% allowance in the event that the Company
holds some of its own share on such date, the amount of the
unpaid dividend on such shares shall be allocated to the retained
earnings account, as required by law
O.4 Receive the special report of the Auditors on agreements Management For For
governed by Article L.225.38 of the French Commercial code, and
approve the said report and the agreements referred to therein
O.5 Receive the special report of the Auditors on agreements Management For For
governed by Article L.225.38 ET L.225.42.1 of the French
Commercial Code, and approve the said report and the
agreements referred to therein regarding Mr. Patrick Ricard,
Chairman
O.6 Receive the special report of the Auditors on agreements Management For For
governed by Article L.225.38 ET L.225.42.1 of the French
Commercial Code, and approve the said report and the
agreements referred to therein concerning Mr. Pierre Pringet,
Managing Director
O.7 Approve to renew the appointment of Mr. Patrick Ricard as Management For For
Director for a 4 year period
O.8 Approve to renew the appointment of Mr. Pierre Pringuet as Management For For
Director for a 4 year period
O.9 Approve to renew the appointment of Mr. Rafael Gonzalez- Management For For
Gallarza as Director for a 4 year period
O.10 Appoint Mr. Wolfgang Colberg as a Director, for a 4 year period Management For For
O.11 Appoint Mr. Cesar Giron as a Director, for a 4 year period Management For For
O.12 Approve to award total annual fees of EUR 750,000.00 to the Management For For
Board of Directors
O.13 Authorize the Board of Directors to trade in the Company's shares Management For For
on the stock market, subject to the conditions specified below:
maximum purchase price: EUR 125.00, maximum number of
shares to be acquired: 10% of the share capital, maximum funds
invested in the share buybacks: EUR 2,746,037,125.00 [Authority
expires at the end of 18 months] this authorization supersedes the
fraction unused of the authorization granted by the shareholders'
meeting of 07 NOV 2007, in its resolution number 8 and to take all
necessary measures and accomplish all necessary formalities
E.14 Grant authority to the Board of Directors to reduce the share Management For For
capital, on one or more occasions and at its sole discretion, by
canceling all or part of the shares held by the Company in
connection with a stock repurchase plan granted by the
resolution13 of the present meeting, up to a maximum of 10% of
the share capital over a 24 month period [Authority expires at the
end of 24 months], this authorization supersedes the fraction
unused of the authorization granted by the shareholders' meeting
of 07 NOV 2007 in its resolution number 9
E.15 Grant authority to the Board of Directors to issue warrants giving Management For For
right to subscribe to shares in the event of a public exchange offer
concerning the Company's shares, [Authority expires at the end of
18 months] the global nominal amount of shares issued under this
delegation of authority shall not exceed EUR 145,000,000.00 and
to take all necessary measures and accomplish all necessary
formalities, this authorization supersedes the fraction unused of
the authorization granted by the shareholders' meeting of 07 NOV
2007, in its resolution number 19
E.16 Authorize the Board of Directors to increase the share capital, on Management For For
one or more occasions, at its sole discretion, in favor of
employees and corporate officers of the Company who are
members of a Company Savings Plan, [Authority expires at the
end of 26 months] and for a nominal amount that shall not exceed
2% of the share capital, this amount shall count against the overall
value set forth in resolution number 11 of the shareholders'
meeting dated 07 NOV 2007, the shareholders meeting decides to
cancel the shareholders' preferential subscription rights, this
authorization supersedes the fraction unused of the authorization
granted by the shareholders' meeting of 07 NOV 2007, in its
resolution number 20, and to take all necessary measures and
accomplish all necessary formalities to charge the share issuance
cost against the related premiums and deduct from the premiums
the amounts necessary to raise the legal reserve to one-tenth of
the new capital after each increase
E.17 Grant full powers to the bearer of an original, a copy or extract of Management For For
the minutes of this meeting to carry out all filings, publications
and other formalities prescribed by law
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 12
HERCULES INCORPORATED
SECURITY 427056106 MEETING TYPE Special
TICKER SYMBOL HPC MEETING DATE 05-Nov-2008
ISIN US4270561065 AGENDA 932962310 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED JULY 10, 2008, PURSUANT TO WHICH ASHLAND INC.
("ASHLAND") WILL ACQUIRE HERCULES INCORPORATED
("HERCULES") AND EACH OUTSTANDING SHARE OF
HERCULES COMMON STOCK WILL BE CONVERTED INTO
THE RIGHT TO RECEIVE 0.0930 OF A SHARE OF ASHLAND
COMMON STOCK AND $18.60 IN CASH.
02 ADJOURNMENT OF THE HERCULES SPECIAL MEETING, IF Management For For
NECESSARY, TO PERMIT FURTHER SOLICITATION OF
PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE HERCULES SPECIAL MEETING IN FAVOR OF
PROPOSAL NUMBER 1.
IL SOLE 24 ORE SPA, MILANO
SECURITY T52689105 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL S24.MI MEETING DATE 06-Nov-2008
ISIN IT0004269723 AGENDA 701728113 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON 07
NOV 2008 AT 11:00 AM [AND A THIRD CALL ON 10 NOV 2008
AT 11:00-AM]. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS U-
NLESS THE AGENDA IS AMENDED. PLEASE BE ALSO
ADVISED THAT YOUR SHARES WILL BE B-LOCKED UNTIL
THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU.
1. Appoint a common representative for the holders of special Management No Action
category shares, inherent and consequent resolutions
2. Approve the creation of a fund to cover the necessary costs to Management No Action
protect the common interests of the holders of special category
shares, inherent and consequent resolutions
ARCHER-DANIELS-MIDLAND COMPANY
SECURITY 039483102 MEETING TYPE Annual
TICKER SYMBOL ADM MEETING DATE 06-Nov-2008
ISIN US0394831020 AGENDA 932959969 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1A ELECTION OF DIRECTOR: G.W. BUCKLEY Management For For
1B ELECTION OF DIRECTOR: M.H. CARTER Management For For
1C ELECTION OF DIRECTOR: V.F. HAYNES Management For For
1D ELECTION OF DIRECTOR: A. MACIEL Management For For
1E ELECTION OF DIRECTOR: P.J. MOORE Management For For
1F ELECTION OF DIRECTOR: M.B. MULRONEY Management For For
1G ELECTION OF DIRECTOR: T.F. O'NEILL Management For For
1H ELECTION OF DIRECTOR: K.R. WESTBROOK Management For For
1I ELECTION OF DIRECTOR: P.A. WOERTZ Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR
ENDING JUNE 30, 2009.
03 ADOPT STOCKHOLDER'S PROPOSAL REGARDING GLOBAL Shareholder Against For
HUMAN RIGHTS STANDARDS.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 13
I2 TECHNOLOGIES, INC.
SECURITY 465754208 MEETING TYPE Special
TICKER SYMBOL ITWO MEETING DATE 06-Nov-2008
ISIN US4657542084 AGENDA 932962776 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER DATED AS OF AUGUST 10, 2008 AMONG JDA
SOFTWARE GROUP, INC., ICEBERG ACQUISITION CORP., A
WHOLLY-OWNED SUBSIDIARY OF JDA, AND I2
TECHNOLOGIES, INC.
02 TO GRANT THE PERSONS NAMED AS PROXIES Management For For
DISCRETIONARY AUTHORITY TO VOTE TO ADJOURN THE
SPECIAL MEETING, IF NECESSARY, TO SATISFY THE
CONDITIONS TO COMPLETING THE MERGER AS SET FORTH
IN THE AGREEMENT AND PLAN OF MERGER, INCLUDING
FOR THE PURPOSE OF SOLICITING PROXIES TO VOTE IN
FAVOR OF APPROVAL OF THE AGREEMENT AND PLAN OF
MERGER.
03 TO GRANT THE PERSONS NAMED AS PROXIES Management For For
DISCRETIONARY AUTHORITY TO CONSIDER AND ACT UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF.
FOUNDRY NETWORKS, INC.
SECURITY 35063R100 MEETING TYPE Special
TICKER SYMBOL FDRY MEETING DATE 07-Nov-2008
ISIN US35063R1005 AGENDA 932958943 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 TO APPROVE A PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF JULY 21, 2008,
AMONG BROCADE COMMUNICATIONS SYSTEMS, INC.,
FALCON ACQUISITION SUB, INC., A WHOLLY-OWNED
SUBSIDIARY OF BROCADE COMMUNICATIONS SYSTEMS,
INC., AND FOUNDRY NETWORKS, INC.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING TO PERMIT FURTHER SOLICITATION OF PROXIES
IF THERE ARE NOT SUFFICIENT VOTES AT THE SPECIAL
MEETING TO APPROVE THE FIRST PROPOSAL DESCRIBED
ABOVE.
SCHIFF NUTRITION INTERNATIONAL, INC.
SECURITY 806693107 MEETING TYPE Annual
TICKER SYMBOL WNI MEETING DATE 10-Nov-2008
ISIN US8066931077 AGENDA 932959971 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 ERIC WEIDER For For
2 GEORGE F. LENGVARI For For
3 BRUCE J. WOOD For For
4 RONALD L. COREY For For
5 ROGER H. KIMMEL For For
6 BRIAN P. MCDERMOTT For For
7 H.F. POWELL For For
8 GLENN W. SCHAEFFER For For
ANHEUSER-BUSCH COMPANIES, INC.
SECURITY 035229103 MEETING TYPE Special
TICKER SYMBOL BUD MEETING DATE 12-Nov-2008
ISIN US0352291035 AGENDA 932962839 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER BY AND AMONG INBEV N.V./S.A., PESTALOZZI
ACQUISITION CORP., AND ANHEUSER-BUSCH COMPANIES,
INC., AS IT MAY BE AMENDED FROM TIME TO TIME.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A Management For For
LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES TO APPROVE PROPOSAL
NUMBER 1 AT THE TIME OF THE SPECIAL MEETING.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 14
DIEBOLD, INCORPORATED
SECURITY 253651103 MEETING TYPE Annual
TICKER SYMBOL DBD MEETING DATE 12-Nov-2008
ISIN US2536511031 AGENDA 932963538 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 LOUIS V. BOCKIUS III For For
2 PHILLIP R. COX For For
3 RICHARD L. CRANDALL For For
4 GALE S. FITZGERALD For For
5 PHILLIP B. LASSITER For For
6 JOHN N. LAUER For For
7 ERIC J. ROORDA For For
8 THOMAS W. SWIDARSKI For For
9 HENRY D.G. WALLACE For For
10 ALAN J. WEBER For For
02 TO RATIFY THE APPOINTMENT OF KPMG, LLP AS THE Management For For
CORPORATION'S INDEPENDENT AUDITORS FOR THE YEAR
2008
SECURE COMPUTING CORPORATION
SECURITY 813705100 MEETING TYPE Special
TICKER SYMBOL SCUR MEETING DATE 14-Nov-2008
ISIN US8137051004 AGENDA 932965479 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 21, 2008, BY AND
AMONG MCAFEE, INC., SEABISCUIT ACQUISITION
CORPORATION AND SECURE COMPUTING CORPORATION.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF
THE MERGER AGREEMENT.
MICROSOFT CORPORATION
SECURITY 594918104 MEETING TYPE Annual
TICKER SYMBOL MSFT MEETING DATE 19-Nov-2008
ISIN US5949181045 AGENDA 932960013 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 ELECTION OF DIRECTOR: STEVEN A. BALLMER Management For For
02 ELECTION OF DIRECTOR: JAMES I. CASH JR. Management For For
03 ELECTION OF DIRECTOR: DINA DUBLON Management For For
04 ELECTION OF DIRECTOR: WILLIAM H. GATES III Management For For
05 ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN Management For For
06 ELECTION OF DIRECTOR: REED HASTINGS Management For For
07 ELECTION OF DIRECTOR: DAVID F. MARQUARDT Management For For
08 ELECTION OF DIRECTOR: CHARLES H. NOSKI Management For For
09 ELECTION OF DIRECTOR: HELMUT PANKE Management For For
10 APPROVAL OF MATERIAL TERMS OF PERFORMANCE Management For For
CRITERIA UNDER THE EXECUTIVE OFFICER INCENTIVE
PLAN.
11 APPROVAL OF AMENDMENTS TO THE 1999 STOCK OPTION Management For For
PLAN FOR NON-EMPLOYEE DIRECTORS.
12 RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT AUDITOR.
13 SHAREHOLDER PROPOSAL - ADOPTION OF POLICIES ON Shareholder Against For
INTERNET CENSORSHIP.
14 SHAREHOLDER PROPOSAL - ESTABLISHMENT OF BOARD Shareholder Against For
COMMITTEE ON HUMAN RIGHTS.
15 SHAREHOLDER PROPOSAL - DISCLOSURE OF CHARITABLE Shareholder Against For
CONTRIBUTIONS.
ZONES, INC.
SECURITY 98976N103 MEETING TYPE Special
TICKER SYMBOL ZONS MEETING DATE 19-Nov-2008
ISIN US98976N1037 AGENDA 932966407 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 PROPOSAL TO APPROVE THE MERGER AND TO APPROVE Management For For
AND ADOPT THE AGREEMENT AND PLAN OF MERGER
DATED AS OF JULY 30, 2008 BY AND BETWEEN THE
COMPANY AND ZONES ACQUISITION CORP. (AS IT MAY BE
AMENDED FROM TIME TO TIME) AND THE OTHER
TRANSACTIONS CONTEMPLATED THEREBY.
02 PROPOSAL TO APPROVE ANY MOTION TO ADJOURN THE Management For For
SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME
OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 15
WHX CORPORATION
SECURITY 929248508 MEETING TYPE Special
TICKER SYMBOL WXCP MEETING DATE 19-Nov-2008
ISIN US9292485086 AGENDA 932968449 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 TO AUTHORIZE THE BOARD, AT ITS DISCRETION, TO Management For For
AMEND THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION, AS AMENDED, TO
EFFECT A REVERSE STOCK SPLIT OF THE COMPANY'S
ISSUED & OUTSTANDING SHARES OF COMMON STOCK,
PAR VALUE $0.01 PER SHARE, BY A RATIO OF BETWEEN 1-
FOR-3 AND 1-FOR-10, INCLUSIVE, WITHOUT FURTHER
APPROVAL OR AUTHORIZATION OF THE COMPANY'S
STOCKHOLDERS.
02 TO AUTHORIZE THE BOARD OF DIRECTORS OF THE Management For For
COMPANY, AT ITS DISCRETION, TO AMEND THE
COMPANY'S AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO PERMIT THE COMPANY
TO TAKE ACTION BY WRITTEN CONSENT OF A MAJORITY
OF THE STOCKHOLDERS ENTITLED TO VOTE WITH
RESPECT TO THE SUBJECT MATTER OF THE ACTION.
CAMPBELL SOUP COMPANY
SECURITY 134429109 MEETING TYPE Annual
TICKER SYMBOL CPB MEETING DATE 20-Nov-2008
ISIN US1344291091 AGENDA 932962459 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 EDMUND M. CARPENTER For For
2 PAUL R. CHARRON For For
3 DOUGLAS R. CONANT For For
4 BENNETT DORRANCE For For
5 HARVEY GOLUB For For
6 RANDALL W. LARRIMORE For For
7 MARY ALICE D. MALONE For For
8 SARA MATHEW For For
9 DAVID C. PATTERSON For For
10 CHARLES R. PERRIN For For
11 A. BARRY RAND For For
12 GEORGE STRAWBRIDGE, JR. For For
13 LES C. VINNEY For For
14 CHARLOTTE C. WEBER For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM.
03 APPROVE AMENDMENT OF THE 2005 LONG-TERM Management Against Against
INCENTIVE PLAN.
04 APPROVE PERFORMANCE GOALS FOR THE 2003 LONG- Management For For
TERM INCENTIVE PLAN.
DELTA NATURAL GAS COMPANY, INC.
SECURITY 247748106 MEETING TYPE Annual
TICKER SYMBOL DGAS MEETING DATE 20-Nov-2008
ISIN US2477481061 AGENDA 932964112 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 GLENN R. JENNINGS For For
2 LEWIS N. MELTON For For
3 ARTHUR E. WALKER, JR. For For
02 PROPOSAL RELATING TO ELECTION OF ALL DIRECTORS Shareholder Against For
ANNUALLY AND ELIMINATION OF DIRECTOR CLASSES WITH
STAGGERED TERMS.
ALPHA NATURAL RESOURCES, INC.
SECURITY 02076X102 MEETING TYPE Special
TICKER SYMBOL ANR MEETING DATE 21-Nov-2008
ISIN US02076X1028 AGENDA 932968146 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 15, 2008, BY AND AMONG CLEVELAND-
CLIFFS INC (NOW KNOWN AS CLIFFS NATURAL
RESOURCES INC.), ALPHA NATURAL RESOURCES, INC. AND
ALPHA MERGER SUB, INC., F/K/A DAILY DOUBLE
ACQUISITION, INC. ("MERGER SUB"), ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
02 APPROVE ADJOURNMENTS OF THE ALPHA NATURAL Management For For
RESOURCES, INC. SPECIAL MEETING, IF NECESSARY, TO
PERMIT FURTHER SOLICITATION OF PROXIES IF THERE
ARE NOT SUFFICIENT VOTES AT THE TIME OF THE ALPHA
NATURAL RESOURCES, INC. SPECIAL MEETING TO
APPROVE THE ABOVE PROPOSAL.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 16
PETROLEO BRASILEIRO S.A. - PETROBRAS
SECURITY 71654V408 MEETING TYPE Special
TICKER SYMBOL PBR MEETING DATE 24-Nov-2008
ISIN US71654V4086 AGENDA 932971547 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 APPROVAL OF THE PROTOCOL AND THE JUSTIFICATION OF Management For For
INCORPORATION, DATED OCTOBER 2 2008, SIGNED BY
PETROBRAS, AS THE SURVIVING COMPANY, AND BY '17 DE
MAIO PARTICIPACOES S.A'., AS THE ACQUIRED COMPANY,
TOGETHER WITH THE RESPECTIVE PERTINENT
DOCUMENTS, AND THE APPROVAL OF '17 DE MAIO
PARTICIPACOES S.A.' INCORPORATION OPERATION.
02 APPROVAL OF THE APPOINTMENT OF A SPECIALIZED Management For For
COMPANY TO EVALUATE THE ASSETS AND THE APPROVAL
OF THE RESPECTIVE EVALUATION REPORT, UNDER THE
TERMS OF 1 AND 3 OF ART. 227, LAW NO. 6.404/76.
BHP BILLITON LIMITED
SECURITY 088606108 MEETING TYPE Annual
TICKER SYMBOL BHP MEETING DATE 27-Nov-2008
ISIN US0886061086 AGENDA 932960950 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 TO RECEIVE THE 2008 FINANCIAL STATEMENTS AND Management For For
REPORTS FOR BHP BILLITON PLC.
02 TO RECEIVE THE 2008 FINANCIAL STATEMENTS AND Management For For
REPORTS FOR BHP BILLITON LTD.
03 TO RE-ELECT MR P M ANDERSON AS A DIRECTOR OF BHP Management For For
BILLITON PLC.
04 TO RE-ELECT MR P M ANDERSON AS A DIRECTOR OF BHP Management For For
BILLITON LTD.
05 TO RE-ELECT MR D R ARGUS AS A DIRECTOR OF BHP Management For For
BILLITON PLC.
06 TO RE-ELECT MR D R ARGUS AS A DIRECTOR OF BHP Management For For
BILLITON LTD.
07 TO RE-ELECT DR J G S BUCHANAN AS A DIRECTOR OF BHP Management For For
BILLITON PLC.
08 TO RE-ELECT DR J G S BUCHANAN AS A DIRECTOR OF BHP Management For For
BILLITON LTD.
09 TO RE-ELECT MR D A CRAWFORD AS A DIRECTOR OF BHP Management For For
BILLITON PLC.
10 TO RE-ELECT MR D A CRAWFORD AS A DIRECTOR OF BHP Management For For
BILLITON LTD.
11 TO RE-ELECT MR J NASSER AS A DIRECTOR OF BHP Management For For
BILLITON PLC.
12 TO RE-ELECT MR J NASSER AS A DIRECTOR OF BHP Management For For
BILLITON LTD.
13 TO RE-ELECT DR J M SCHUBERT AS A DIRECTOR OF BHP Management For For
BILLITON PLC.
14 TO RE-ELECT DR J M SCHUBERT AS A DIRECTOR OF BHP Management For For
BILLITON LTD.
15 TO ELECT MR A L BOECKMANN AS A DIRECTOR OF BHP Management For For
BILLITON PLC.
16 TO ELECT MR A L BOECKMANN AS A DIRECTOR OF BHP Management For For
BILLITON LTD.
17 TO ELECT MR S MAYNE AS A DIRECTOR OF BHP BILLITON Shareholder Against For
PLC.
18 TO ELECT MR S MAYNE AS A DIRECTOR OF BHP BILLITON Shareholder Against For
LTD.
19 TO ELECT DR D R MORGAN AS A DIRECTOR OF BHP Management For For
BILLITON PLC.
20 TO ELECT DR D R MORGAN AS A DIRECTOR OF BHP Management For For
BILLITON LTD.
21 TO ELECT MR K C RUMBLE AS A DIRECTOR OF BHP Management For For
BILLITON PLC.
22 TO ELECT MR K C RUMBLE AS A DIRECTOR OF BHP Management For For
BILLITON LTD.
23 TO REAPPOINT KPMG AUDIT PLC AS THE AUDITOR OF BHP Management For For
BILLITON PLC.
24 TO RENEW THE GENERAL AUTHORITY TO ALLOT SHARES Management For For
IN BHP BILLITON PLC.
25 TO RENEW THE DISAPPLICATION OF PRE-EMPTION RIGHTS Management For For
IN BHP BILLITON PLC.
26 TO APPROVE THE REPURCHASE OF SHARES IN BHP Management For For
BILLITON PLC.
27A TO APPROVE THE CANCELLATION OF SHARES IN BHP Management For For
BILLITON PLC HELD BY BHP BILLITON LTD ON 30 APRIL
2009.
27B TO APPROVE THE CANCELLATION OF SHARES IN BHP Management For For
BILLITON PLC HELD BY BHP BILLITON LTD ON 29 MAY 2009.
27C TO APPROVE THE CANCELLATION OF SHARES IN BHP Management For For
BILLITON PLC HELD BY BHP BILLITON LTD ON 15 JUNE 2009.
27D TO APPROVE THE CANCELLATION OF SHARES IN BHP Management For For
BILLITON PLC HELD BY BHP BILLITON LTD ON 31 JULY 2009.
27E TO APPROVE THE CANCELLATION OF SHARES IN BHP Management For For
BILLITON PLC HELD BY BHP BILLITON LTD ON 15
SEPTEMBER 2009.
27F TO APPROVE THE CANCELLATION OF SHARES IN BHP Management For For
BILLITON PLC HELD BY BHP BILLITON LTD ON 30
NOVEMBER 2009.
28 TO APPROVE THE 2008 REMUNERATION REPORT. Management For For
29 TO APPROVE THE AMENDMENTS TO RULES OF THE GROUP Management For For
INCENTIVE SCHEME.
30 TO APPROVE THE GRANT OF AWARDS TO MR M J Management For For
KLOPPERS UNDER THE GIS AND THE LTIP.
31 TO APPROVE A CHANGE TO THE MAXIMUM AGGREGATE Management For For
REMUNERATION PAID BY BHP BILLITON PLC TO NON-
EXECUTIVE DIRECTORS IN ANY YEAR.
32 TO APPROVE A CHANGE TO THE MAXIMUM AGGREGATE Management For For
REMUNERATION PAID BY BHP BILLITON LTD TO NON-
EXECUTIVE DIRECTORS IN ANY YEAR.
33 TO APPROVE THE AMENDMENTS TO THE ARTICLES OF Management For For
ASSOCIATION OF BHP BILLITON PLC.
34 TO APPROVE THE AMENDMENTS TO THE CONSTITUTION Management For For
OF BHP BILLITON LTD.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 17
HARMAN INTERNATIONAL INDUSTRIES, INC.
SECURITY 413086109 MEETING TYPE Annual
TICKER SYMBOL HAR MEETING DATE 03-Dec-2008
ISIN US4130861093 AGENDA 932968665 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 DIRECTOR Management
1 BRIAN F. CARROLL For For
2 HELLENE S. RUNTAGH For For
02 APPROVAL OF THE AMENDMENTS TO THE 2002 STOCK Management Against Against
OPTION AND INCENTIVE PLAN.
03 APPROVAL OF THE 2008 KEY EXECUTIVE OFFICERS BONUS Management For For
PLAN.
UST INC.
SECURITY 902911106 MEETING TYPE Special
TICKER SYMBOL UST MEETING DATE 04-Dec-2008
ISIN US9029111062 AGENDA 932969869 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 7, 2008, BY AND
AMONG UST INC., ALTRIA GROUP, INC., AND ARMCHAIR
SUB, INC., AS AMENDED, AND APPROVE THE MERGER
CONTEMPLATED THEREBY.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE AGREEMENT AND PLAN OF
MERGER, AS AMENDED, AND APPROVE THE MERGER.
BANK OF AMERICA CORPORATION
SECURITY 060505104 MEETING TYPE Special
TICKER SYMBOL BAC MEETING DATE 05-Dec-2008
ISIN US0605051046 AGENDA 932970343 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF Management For For
BANK OF AMERICA COMMON STOCK AS CONTEMPLATED
BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
SEPTEMBER 15, 2008, BY AND BETWEEN MERRILL LYNCH &
CO., INC. AND BANK OF AMERICA CORPORATION, AS SUCH
AGREEMENT MAY BE AMENDED FROM TIME TO TIME.
02 A PROPOSAL TO APPROVE AN AMENDMENT TO THE 2003 Management Against Against
KEY ASSOCIATE STOCK PLAN, AS AMENDED AND
RESTATED.
03 A PROPOSAL TO ADOPT AN AMENDMENT TO THE BANK OF Management For For
AMERICA AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF BANK OF AMERICA COMMON
STOCK FROM 7.5 BILLION TO 10 BILLION.
04 A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES, IN THE EVENT THAT THERE
ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE THE FOREGOING PROPOSALS.
MERRILL LYNCH & CO., INC.
SECURITY 590188108 MEETING TYPE Special
TICKER SYMBOL MER MEETING DATE 05-Dec-2008
ISIN US5901881087 AGENDA 932971434 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF SEPTEMBER 15, 2008, BY AND BETWEEN MERRILL
LYNCH & CO., INC. AND BANK OF AMERICA CORPORATION
02 APPROVE THE AMENDMENT TO THE RESTATED Management For For
CERTIFICATE OF INCORPORATION OF MERRILL LYNCH &
CO., INC.
03 APPROVE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IN THE EVENT THAT THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING FOR THE
FOREGOING PROPOSALS
TRANSOCEAN INC
SECURITY G90073100 MEETING TYPE Special
TICKER SYMBOL RIG MEETING DATE 08-Dec-2008
ISIN KYG900731004 AGENDA 932973173 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 APPROVAL OF THE MERGER TRANSACTION TO BE Management For For
EFFECTED BY THE SCHEMES OF ARRANGEMENT,
ATTACHED TO THE ACCOMPANYING PROXY STATEMENT
AS ANNEX B.
02 APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO Management For For
A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING
TO APPROVE THE MERGER TRANSACTION.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 18
KOREA ELECTRIC POWER CORPORATION
SECURITY 500631106 MEETING TYPE Special
TICKER SYMBOL KEP MEETING DATE 08-Dec-2008
ISIN US5006311063 AGENDA 932981409 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 SELECTION OF A FULL-TIME DIRECTOR (SANGIM-ISA IN Management For For
KOREAN) KANG, SEONG-CHUL
02 SELECTION OF AN AUDIT COMMITTEE MEMBER WHO IS A Management For For
FULL-TIME DIRECTOR (SANGIM-ISA IN KOREAN) KANG,
SEONG-CHUL
3A SELECTION OF AUDIT COMMITTEE MEMBERS WHO ARE Management For
NON-FULL-TIME DIRECTORS (BISANGIM-ISA IN KOREAN)
KIM, SUN-JIN
3B SELECTION OF AUDIT COMMITTEE MEMBERS WHO ARE Management For
NON-FULL-TIME DIRECTORS (BISANGIM-ISA IN KOREAN)
KIM, JUNG-KOOK
04 APPROVAL OF THE LIMIT ON THE COMPENSATION OF Management For For
DIRECTORS
05 APPROVAL OF THE LIMIT ON THE COMPENSATION OF Management For For
AUDIT COMMITTEE MEMBERS
COPART, INC.
SECURITY 217204106 MEETING TYPE Annual
TICKER SYMBOL CPRT MEETING DATE 11-Dec-2008
ISIN US2172041061 AGENDA 932972993 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 WILLIS J. JOHNSON For For
2 A. JAYSON ADAIR For For
3 JAMES E. MEEKS For For
4 STEVEN D. COHAN For For
5 DANIEL J. ENGLANDER For For
6 BARRY ROSENSTEIN For For
7 THOMAS W. SMITH For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE COMPANY FOR THE FISCAL YEAR ENDING JULY
31, 2009.
FOUNDRY NETWORKS, INC.
SECURITY 35063R100 MEETING TYPE Special
TICKER SYMBOL FDRY MEETING DATE 17-Dec-2008
ISIN US35063R1005 AGENDA 932975711 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO APPROVE A PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF JULY 21, 2008, AS
AMENDED BY AMENDMENT NO. 1 TO AGREEMENT AND
PLAN OF MERGER DATED NOVEMBER 7, 2008, AMONG
BROCADE COMMUNICATIONS SYSTEMS, INC., FALCON
ACQUISITION SUB, INC., A WHOLLY-OWNED SUBSIDIARY OF
BROCADE COMMUNICATIONS SYSTEMS, INC., AND
FOUNDRY NETWORKS, INC.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING TO PERMIT FURTHER SOLICITATION OF PROXIES
IF THERE ARE NOT SUFFICIENT VOTES AT THE SPECIAL
MEETING TO APPROVE THE FIRST PROPOSAL DESCRIBED
ABOVE.
COGECO INC.
SECURITY 19238T100 MEETING TYPE Annual
TICKER SYMBOL CGECF MEETING DATE 17-Dec-2008
ISIN CA19238T1003 AGENDA 932977587 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO ELECT AS DIRECTORS THE PERSONS NAMED IN THE Management For For
MANAGEMENT PROXY CIRCULAR ACCOMPANYING THIS
VOTING INSTRUCTION FORM.
02 THE APPOINTMENT OF SAMSON BELAIR / DELOITTE & Management For For
TOUCHE S.E.N.C.R.L. AS AUDITORS AND THE
AUTHORIZATION TO THE DIRECTORS TO FIX THEIR
REMUNERATION.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 19
NDS GROUP PLC
SECURITY 628891103 MEETING TYPE Annual
TICKER SYMBOL NNDS MEETING DATE 17-Dec-2008
ISIN US6288911034 AGENDA 932978173 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 FOR THE APPROVAL OF THE COMPANY'S U.K. ANNUAL Management For For
REPORT AND FINANCIAL STATEMENTS FOR THE YEAR
ENDED JUNE 30, 2008, TOGETHER WITH THE
CORRESPONDING INDEPENDENT AUDITORS' REPORT AND
DIRECTORS' REPORT.
02 FOR THE APPROVAL OF THE DIRECTORS' REMUNERATION Management For For
REPORT FOR THE YEAR ENDED JUNE 30, 2008.
03 FOR RATIFICATION OF THE SELECTION OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING JUNE 30, 2009, AND THE AUTHORIZATION OF
THE AUDIT COMMITTEE TO DETERMINE ERNST & YOUNG
LLP'S REMUNERATION IN RESPECT OF SUCH PERIOD.
04 DIRECTOR Management
1 ROGER W. EINIGER For For
ZONES, INC.
SECURITY 98976N103 MEETING TYPE Special
TICKER SYMBOL ZONS MEETING DATE 19-Dec-2008
ISIN US98976N1037 AGENDA 932979872 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 PROPOSAL TO APPROVE THE MERGER, AND TO APPROVE Management For For
AND ADOPT THE AGREEMENT AND PLAN OF MERGER,
DATED AS OF JULY 30, 2008, AS AMENDED BY THE FIRST
AMENDMENT TO AGREEMENT AND PLAN OF MERGER,
DATED AS OF NOVEMBER 17, 2008, BY AND BETWEEN THE
COMPANY AND ZONES ACQUISITION CORP., AND AS IT MAY
BE FURTHER AMENDED FROM TIME TO TIME, AND THE
OTHER TRANSACTIONS CONTEMPLATED THEREBY.
02 PROPOSAL TO APPROVE ANY MOTION TO ADJOURN THE Management For For
SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME
OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1.
WACHOVIA CORPORATION
SECURITY 929903102 MEETING TYPE Special
TICKER SYMBOL WB MEETING DATE 23-Dec-2008
ISIN US9299031024 AGENDA 932980748 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 A PROPOSAL TO APPROVE THE PLAN OF MERGER Management For For
CONTAINED IN THE AGREEMENT AND PLAN OF MERGER,
BY AND BETWEEN WACHOVIA CORPORATION AND WELLS
FARGO & COMPANY, DATED AS OF OCTOBER 3, 2008, AS IT
MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO
WHICH WACHOVIA WILL MERGE WITH AND INTO WELLS
FARGO, WITH WELLS FARGO SURVIVING THE MERGER.
02 A PROPOSAL TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING, IF
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE
PLAN OF MERGER CONTAINED IN THE MERGER
AGREEMENT.
THE PNC FINANCIAL SERVICES GROUP, INC.
SECURITY 693475105 MEETING TYPE Special
TICKER SYMBOL PNC MEETING DATE 23-Dec-2008
ISIN US6934751057 AGENDA 932981257 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF Management For For
PNC COMMON STOCK AS CONTEMPLATED BY THE
AGREEMENT AND PLAN OF MERGER, DATED AS OF
OCTOBER 24, 2008, BY AND BETWEEN THE PNC FINANCIAL
SERVICES GROUP, INC. AND NATIONAL CITY
CORPORATION, AS SUCH AGREEMENT MAY BE AMENDED
FROM TIME TO TIME.
02 A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING OF SHAREHOLDERS, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES, IN THE
EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING OF SHAREHOLDERS TO
APPROVE THE FOREGOING PROPOSAL.
NATIONWIDE FINANCIAL SERVICES, INC.
SECURITY 638612101 MEETING TYPE Special
TICKER SYMBOL NFS MEETING DATE 31-Dec-2008
ISIN US6386121015 AGENDA 932981194 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF AUGUST 6, 2008, AMONG
NATIONWIDE CORPORATION, NATIONWIDE MUTUAL
INSURANCE COMPANY, NWM MERGER SUB, INC. AND
NATIONWIDE FINANCIAL SERVICES, INC. ("NFS"),
PURSUANT TO WHICH EACH OUTSTANDING SHARE OF
COMMON STOCK OF NFS WILL BE CONVERTED INTO THE
RIGHT TO RECEIVE $52.25 IN CASH.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 20
HELLENIC TELECOMMUNICATIONS ORGANIZATIONS OTE
SECURITY X3258B102 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL OTE.F MEETING DATE 08-Jan-2009
ISIN GRS260333000 AGENDA 701788044 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1. Approve the amendments of Articles 8, Board of Directors, 9, Management No Action
Election, Composition and Term of the Board of Directors, 10,
Incorporation and Operation of the Board of Directors, and 12,
Managing Director, of the Articles of Incorporation currently in
force
2. Approve the determination of the number of the Members of the Management No Action
Board of Directors to be elected, and elect the New Members of
the Board of Directors, pursuant to Article 9 of the Articles of
Incorporation, and appoint the Independent Members amongst
them
3. Appoint the Members of the Audit Committee, according to Article Management No Action
37 of Law 3693/2008
4. Approve the Share Buy Back Program, of OTE S.A. in accordance Management No Action
with Article 16 of Law 2190/1920
5. Miscellaneous announcements Management No Action
CONSOLIDATED WATER COMPANY LIMITED
SECURITY G23773107 MEETING TYPE Special
TICKER SYMBOL CWCO MEETING DATE 08-Jan-2009
ISIN KYG237731073 AGENDA 932979149 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S Management Against Against
AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO
AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS TO
APPROVE THE MANNER AND TERMS OF ANY REPURCHASE
BY THE COMPANY OF ITS SHARES OF STOCK WITHOUT
SHAREHOLDER APPROVAL.
HELLENIC TELECOMMUNICATIONS ORG. S.A.
SECURITY 423325307 MEETING TYPE Special
TICKER SYMBOL OTE MEETING DATE 08-Jan-2009
ISIN US4233253073 AGENDA 932987526 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVAL OF AMENDMENTS OF ARTICLES 8 (BOARD OF Management For
DIRECTORS), 9 (ELECTION, COMPOSITION AND TERM OF
THE BOARD OF DIRECTORS), 10 (INCORPORATION AND
OPERATION OF THE BOARD OF DIRECTORS) AND 12
(MANAGING DIRECTOR) OF THE ARTICLES OF
INCORPORATION CURRENTLY IN FORCE.
02 DEFINITION OF THE NUMBER OF THE MEMBERS OF THE Management For
BOARD OF DIRECTORS TO BE ELECTED, ELECTION OF NEW
MEMBERS OF THE BOARD OF DIRECTORS, PURSUANT TO
ARTICLE 9 OF THE ARTICLES OF INCORPORATION, AND
APPOINTMENT OF INDEPENDENT MEMBERS AMONGST
THEM.
03 APPOINTMENT OF MEMBERS OF THE AUDIT COMMITTEE, Management For
ACCORDING TO ARTICLE 37 OF LAW 3693/2008.
04 APPROVAL OF A SHARE BUY BACK PROGRAM, OF OTE S.A. Management For
IN ACCORDANCE WITH ARTICLE 16 OF LAW 2190/1920.
NDS GROUP PLC
SECURITY 628891103 MEETING TYPE Contested-Consent
TICKER SYMBOL NNDS MEETING DATE 13-Jan-2009
ISIN US6288911034 AGENDA 932984974 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
C1 COURT MEETING Management For For
S1 SPECIAL RESOLUTION TO BE PROPOSED AT THE Management For For
EXTRAORDINARY GENERAL MEETING
WALGREEN CO.
SECURITY 931422109 MEETING TYPE Annual
TICKER SYMBOL WAG MEETING DATE 14-Jan-2009
ISIN US9314221097 AGENDA 932978046 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 WILLIAM C. FOOTE For For
2 MARK P. FRISSORA For For
3 ALAN G. MCNALLY For For
4 CORDELL REED For For
5 NANCY M. SCHLICHTING For For
6 DAVID Y. SCHWARTZ For For
7 ALEJANDRO SILVA For For
8 JAMES A. SKINNER For For
9 MARILOU M. VON FERSTEL For For
10 CHARLES R. WALGREEN III For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 TO AMEND THE WALGREEN CO. 1982 EMPLOYEES STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
THE PLAN.
04 SHAREHOLDER PROPOSAL THAT THE CHAIRMAN OF THE Shareholder Against For
BOARD BE AN INDEPENDENT DIRECTOR WHO HAS NOT
PREVIOUSLY SERVED AS AN EXECUTIVE OFFICER OF
WALGREEN CO.
05 SHAREHOLDER PROPOSAL THAT WALGREEN CO. Shareholder Against For
SHAREHOLDERS VOTE TO RATIFY THE COMPENSATION OF
THE NAMED EXECUTIVE OFFICERS.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 21
TIME WARNER INC.
SECURITY 887317105 MEETING TYPE Special
TICKER SYMBOL TWX MEETING DATE 16-Jan-2009
ISIN US8873171057 AGENDA 932979670 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 COMPANY PROPOSAL TO (A) AUTHORIZE THE BOARD TO Management For For
EFFECT PRIOR TO 12/31/09, A REVERSE STOCK SPLIT OF
THE OUTSTANDING AND TREASURY COMMON STOCK OF
TIME WARNER, AT A REVERSE STOCK SPLIT RATIO OF
EITHER 1-FOR-2 OR 1-FOR-3, AND (B) APPROVE
AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE
OF INCORPORATION IN THE RELEVANT FORM ATTACHED
TO THE PROXY STATEMENT TO EFFECT THE REVERSE
STOCK SPLIT AND TO REDUCE PROPORTIONATELY THE
TOTAL NUMBER OF SHARES THAT TIME WARNER IS
AUTHORIZED TO ISSUE, SUBJECT TO THE BOARD'S
AUTHORITY TO ABANDON SUCH AMENDMENT.
SALLY BEAUTY HOLDINGS, INC.
SECURITY 79546E104 MEETING TYPE Annual
TICKER SYMBOL SBH MEETING DATE 22-Jan-2009
ISIN US79546E1047 AGENDA 932981043 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 KENNETH A. GIURICEO For For
2 ROBERT R. MCMASTER For For
3 M. MILLER DE LOMBERA For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS THE Management For For
CORPORATION'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR 2009.
ALBERTO-CULVER COMPANY
SECURITY 013078100 MEETING TYPE Annual
TICKER SYMBOL ACV MEETING DATE 22-Jan-2009
ISIN US0130781000 AGENDA 932983679 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 CAROL L. BERNICK For For
2 GEORGE L. FOTIADES For For
3 KING HARRIS For For
4 V. JAMES MARINO For For
CENTURYTEL, INC.
SECURITY 156700106 MEETING TYPE Special
TICKER SYMBOL CTL MEETING DATE 27-Jan-2009
ISIN US1567001060 AGENDA 932986790 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF Management For For
COMMON STOCK OF THE COMPANY IN CONNECTION WITH
THE MERGER CONTEMPLATED BY THE AGREEMENT AND
PLAN OF MERGER, DATED AS OF OCTOBER 26, 2008, BY
AND AMONG EMBARQ CORPORATION, THE COMPANY, AND
CAJUN ACQUISITION COMPANY, AS SUCH AGREEMENT
MAY BE AMENDED FROM TIME TO TIME.
02 A PROPOSAL TO AMEND THE AMENDED AND RESTATED Management For For
ARTICLES OF INCORPORATION OF THE COMPANY TO
ELIMINATE THE RIGHTS OF PERSONS WHO HAVE
CONTINUOUSLY OWNED SHARES OF COMMON STOCK
SINCE MAY 30, 1987 TO TEN VOTES PER SHARE OF SUCH
STOCK AND TO PROVIDE INSTEAD THAT ALL HOLDERS OF
COMMON STOCK WILL BE ENTITLED TO ONE VOTE PER
SHARE.
03 A PROPOSAL TO AMEND THE AMENDED AND RESTATED Management For For
ARTICLES OF INCORPORATION OF THE COMPANY TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF
CENTURYTEL COMMON STOCK FROM 350,000,000 TO
800,000,000.
04 A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR THE
PROPOSAL TO ISSUE COMMON STOCK OF THE COMPANY
IN CONNECTION WITH THE MERGER.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 22
ASHLAND INC.
SECURITY 044209104 MEETING TYPE Annual
TICKER SYMBOL ASH MEETING DATE 29-Jan-2009
ISIN US0442091049 AGENDA 932983580 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 ROGER W. HALE* For For
2 VADA O. MANAGER* For For
3 GEORGE A SCHAEFER, JR.* For For
4 JOHN F. TURNER* For For
5 MARK C. ROHR** For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
FISCAL 2009.
03 APPROVAL OF AMENDMENT TO ARTICLES OF Management For For
INCORPORATION TO PROVIDE FOR MAJORITY VOTING FOR
ELECTION OF DIRECTORS IN UNCONTESTED ELECTIONS.
THE LACLEDE GROUP, INC.
SECURITY 505597104 MEETING TYPE Annual
TICKER SYMBOL LG MEETING DATE 29-Jan-2009
ISIN US5055971049 AGENDA 932985596 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 ARNOLD W. DONALD For For
2 ANTHONY V. LENESS For For
3 WILLIAM E. NASSER For For
02 TO APPROVE AN AMENDMENT TO THE RESTRICTED STOCK Management For For
PLAN FOR NON-EMPLOYEE DIRECTORS TO INCREASE THE
SHARE RESERVE.
03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR
FISCAL YEAR 2009.
ROCKWELL AUTOMATION, INC.
SECURITY 773903109 MEETING TYPE Annual
TICKER SYMBOL ROK MEETING DATE 04-Feb-2009
ISIN US7739031091 AGENDA 932985116 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
A DIRECTOR Management
1 BETTY C. ALEWINE For For
2 VERNE G. ISTOCK For For
3 DONALD R. PARFET For For
4 DAVID B. SPEER For For
B TO APPROVE THE SELECTION OF DELOITTE & TOUCHE LLP Management For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
ATMOS ENERGY CORPORATION
SECURITY 049560105 MEETING TYPE Annual
TICKER SYMBOL ATO MEETING DATE 04-Feb-2009
ISIN US0495601058 AGENDA 932986308 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 RUBEN E. ESQUIVEL** For For
2 RICHARD W. CARDIN* For For
3 THOMAS C. MEREDITH* For For
4 NANCY K. QUINN* For For
5 STEPHEN R. SPRINGER* For For
6 RICHARD WARE II* For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2009.
03 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
DECLASSIFICATION OF BOARD OF DIRECTORS.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 23
HELLENIC TELECOMMUNICATIONS ORGANIZATIONS OTE
SECURITY X3258B102 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL OTE.F MEETING DATE 06-Feb-2009
ISIN GRS260333000 AGENDA 701799047 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1. Amend the Articles 8 [Board of Directors], 9 [Election, Management No Action
Composition and Term of the Board of Directors], 10
[Incorporation and Operation of the Board of Directors], and 12
[Managing Director] of the Articles of Incorporation currently in
force
2. Approve to define the number of the Members of the Board of Management No Action
Directors to be elected, elect the new Members of the Board of
Directors, pursuant to Article 9 of the Articles of Incorporation,
and appoint the Independent Members amongst them
3. Appoint the Members of the Audit Committee, according to Article Management No Action
37 of Law 3693/2008
4. Approve the Share Buy Back Program, of OTE S.A, in accordance Management No Action
with Article 16 of Law 2190/1920
5. Miscellaneous announcements Management No Action
PLEASE BE ADVISED THAT THE MEETING TO BE HELD ON Non-Voting
08 JAN 2009 HAS BEEN POSTPONE-D TO 06 FEB 2009.
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF ADDITIONAL COMMENT. IF Y-OU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
INGLES MARKETS, INCORPORATED
SECURITY 457030104 MEETING TYPE Annual
TICKER SYMBOL IMKTA MEETING DATE 10-Feb-2009
ISIN US4570301048 AGENDA 932988201 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 FRED D. AYERS For For
2 JOHN O. POLLARD For For
02 STOCKHOLDER PROPOSAL CONCERNING SEVERANCE Shareholder Against For
AGREEMENTS THE DIRECTORS ARE REQUESTED TO
AMEND THE COMPANYS BYLAWS TO REQUIRE
SHAREHOLDER APPROVAL OF FUTURE GOLDEN
PARACHUTES OR SEVERANCE AGREEMENTS WITH SENIOR
EXECUTIVES THAT PROVIDE BENEFITS IN AN AMOUNT
EXCEEDING 2.99 TIMES THE SUM OF THE EXECUTIVES
BASE SALARY PLUS BONUS.
03 STOCKHOLDER PROPOSAL REGARDING ANIMAL WELFARE Shareholder Against For
PROGRESS REPORT RESOLVED THAT SHAREHOLDERS
REQUEST THAT THE BOARD OF DIRECTORS ISSUE A
REPORT DETAILING ANY PROGRESS MADE TOWARD
ADOPTING ANIMAL WELFARE POLICIES PERTAINING TO
THE PURCHASING OF PORK, EGGS, AND POULTRY. THE
REPORT SHOULD BE PREPARED BY AUGUST 2009 AND
SHOULD EXCLUDE PROPRIETARY INFORMATION.
BCE INC.
SECURITY 05534B760 MEETING TYPE Annual
TICKER SYMBOL BCE MEETING DATE 17-Feb-2009
ISIN CA05534B7604 AGENDA 932992274 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 A. BERARD For For
2 R.A. BRENNEMAN For For
3 G.A. COPE For For
4 A.S. FELL For For
5 D. SOBLE KAUFMAN For For
6 B.M. LEVITT For For
7 E.C. LUMLEY For For
8 T.C. O'NEILL For For
9 J.A. PATTISON For For
10 P.M. TELLIER For For
11 V.L. YOUNG For For
02 DELOITTE & TOUCHE LLP AS AUDITORS Management For For
03 SHAREHOLDER PROPOSAL NO. 1 Shareholder Against For
04 SHAREHOLDER PROPOSAL NO. 2 Shareholder Against For
05 SHAREHOLDER PROPOSAL NO. 3 Shareholder Against For
06 SHAREHOLDER PROPOSAL NO. 4 Shareholder Against For
07 SHAREHOLDER PROPOSAL NO. 5 Shareholder Against For
08 SHAREHOLDER PROPOSAL NO. 6 Shareholder Against For
09 SHAREHOLDER PROPOSAL NO. 7 Shareholder Against For
10 SHAREHOLDER PROPOSAL NO. 8 Shareholder Against For
11 SHAREHOLDER PROPOSAL NO. 9 Shareholder Against For
NAVISTAR INTERNATIONAL CORPORATION
SECURITY 63934E108 MEETING TYPE Annual
TICKER SYMBOL NAV MEETING DATE 17-Feb-2009
ISIN US63934E1082 AGENDA 932992402 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 Y. MARC BELTON For For
2 TERRY M. ENDSLEY For For
3 MICHAEL N. HAMMES For For
02 VOTE TO RATIFY THE SELECTION OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 VOTE TO APPROVE THE MATERIAL TERMS OF THE Management For For
MEASUREMENTS AND GOALS SET FORTH IN OUR 2004
PERFORMANCE INCENTIVE PLAN.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 24
WEATHERFORD INTERNATIONAL LTD.
SECURITY G95089101 MEETING TYPE Special
TICKER SYMBOL WFT MEETING DATE 17-Feb-2009
ISIN BMG950891017 AGENDA 932993389 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVAL OF THE SCHEME OF ARRANGEMENT ATTACHED Management For For
TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX B.
02 APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO Management For For
A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING
TO APPROVE THE SCHEME OF ARRANGEMENT.
DEERE & COMPANY
SECURITY 244199105 MEETING TYPE Annual
TICKER SYMBOL DE MEETING DATE 25-Feb-2009
ISIN US2441991054 AGENDA 932992185 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1B ELECTION OF DIRECTOR: VANCE D. COFFMAN Management For For
1C ELECTION OF DIRECTOR: CLAYTON M. JONES Management For For
1D ELECTION OF DIRECTOR: THOMAS H. PATRICK Management For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2009
03 STOCKHOLDER PROPOSAL #1 - ANNUAL ELECTION OF Management For For
DIRECTORS
04 STOCKHOLDER PROPOSAL #2 - ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION
05 STOCKHOLDER PROPOSAL #3 - SEPARATION OF CEO AND Shareholder Against For
CHAIRMAN RESPONSIBILITIES
TYCO INTERNATIONAL LTD
SECURITY G9143X208 MEETING TYPE Special
TICKER SYMBOL TYC MEETING DATE 12-Mar-2009
ISIN BMG9143X2082 AGENDA 932994418 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO CONSIDER AND APPROVE A RESOLUTION TO APPROVE Management For For
TYCO INTERNATIONAL LTD.'S DISCONTINUANCE FROM
BERMUDA AS PROVIDED IN SECTION 132G OF THE
COMPANIES ACT 1981 OF BERMUDA AND THE COMPANY'S
CHANGE OF DOMICILE TO SCHAFFHAUSEN, SWITZERLAND.
02 TO CONSIDER AND APPROVE A RESOLUTION THAT WILL Management For For
HAVE THE EFFECT OF INCREASING OUR REGISTERED
SHARE CAPITAL.
03 TO CONSIDER AND APPROVE THE NAME OF TYCO Management For For
INTERNATIONAL LTD.
04 TO CONSIDER AND APPROVE THE CHANGE OF THE Management For For
CORPORATE PURPOSE OF TYCO INTERNATIONAL LTD.
05 TO CONSIDER AND APPROVE TYCO INTERNATIONAL LTD.'S Management For For
PROPOSED SWISS ARTICLES OF ASSOCIATION.
06 TO CONFIRM SWISS LAW AS THE AUTHORITATIVE Management For For
LEGISLATION GOVERNING TYCO INTERNATIONAL LTD.
07 TO CONFIRM THE PRINCIPAL PLACE OF BUSINESS OF Management For For
TYCO INTERNATIONAL LTD. AS SCHAFFHAUSEN,
SWITZERLAND.
08 TO APPOINT PRICEWATERHOUSECOOPERS AG, ZURICH AS Management For For
SPECIAL AUDITOR UNTIL TYCO INTERNATIONAL LTD.'S
NEXT ANNUAL GENERAL MEETING.
09 TO ELECT DELOITTE AG AS OUR STATUTORY AUDITORS Management For For
FOR A TERM OF ONE YEAR UNTIL TYCO INTERNATIONAL
LTD.'S NEXT ANNUAL GENERAL MEETING.
10 TO APPROVE THE PAYMENT OF A DIVIDEND THROUGH A Management For For
REDUCTION OF REGISTERED CAPITAL.
11 TO APPROVE THE MOTION TO ADJOURN THE MEETING TO Management For For
A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING
TO APPROVE THE CHANGE OF DOMICILE.
TYCO INTERNATIONAL LTD
SECURITY G9143X208 MEETING TYPE Annual
TICKER SYMBOL TYC MEETING DATE 12-Mar-2009
ISIN BMG9143X2082 AGENDA 932994521 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 EDWARD D. BREEN For For
2 TIMOTHY M. DONAHUE For For
3 BRIAN DUPERREAULT For For
4 BRUCE S. GORDON For For
5 RAJIV. L. GUPTA For For
6 JOHN A. KROL For For
7 BRENDAN R. O'NEILL For For
8 WILLIAM S. STAVROPOULOS For For
9 SANDRA S. WIJNBERG For For
10 JEROME B. YORK For For
11 R. DAVID YOST For For
02 REAPPOINTMENT OF DELOITTE & TOUCHE LLP AS TYCO'S Management For For
INDEPENDENT AUDITORS AND AUTHORIZATION FOR THE
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET
THE AUDITORS' REMUNERATION.
03 AMENDMENTS TO THE COMPANY'S 2004 STOCK AND Management For For
INCENTIVE PLAN.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 25
NATIONAL FUEL GAS COMPANY
SECURITY 636180101 MEETING TYPE Annual
TICKER SYMBOL NFG MEETING DATE 12-Mar-2009
ISIN US6361801011 AGENDA 932996347 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 R. DON CASH For For
2 STEPHEN E. EWING For For
3 GEORGE L. MAZANEC For For
02 VOTE TO RATIFY PRICEWATERHOUSECOOPERS LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
03 VOTE TO APPROVE THE 2009 NON-EMPLOYEE DIRECTOR Management For For
EQUITY COMPENSATION PLAN
WHOLE FOODS MARKET, INC.
SECURITY 966837106 MEETING TYPE Annual
TICKER SYMBOL WFMI MEETING DATE 16-Mar-2009
ISIN US9668371068 AGENDA 932994608 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 DR. JOHN B. ELSTROTT For For
2 GABRIELLE E. GREENE For For
3 HASS HASSAN For For
4 STEPHANIE KUGELMAN For For
5 JOHN P. MACKEY For For
6 MORRIS J. SIEGEL For For
7 DR. RALPH Z. SORENSON For For
8 W.A. (KIP) TINDELL, III For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, Management For For
LLP AS INDEPENDENT PUBLIC AUDITOR FOR FISCAL YEAR
2009.
03 RATIFICATION OF THE AMENDMENT AND RESTATEMENT OF Management For For
THE COMPANY'S 2007 STOCK INCENTIVE PLAN AS THE 2009
STOCK INCENTIVE PLAN.
04 RATIFICATION OF THE AMENDMENT OF OUR STOCK Management Against Against
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE.
05 RATIFICATION OF THE AMENDMENT OF OUR TEAM Management For For
MEMBER STOCK PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES AUTHORIZED FOR ISSUANCE.
06 SHAREHOLDER PROPOSAL REGARDING SEPARATING THE Shareholder Against For
ROLES OF COMPANY CHAIRMAN OF THE BOARD AND CEO.
07 SHAREHOLDER PROPOSAL REGARDING COMPANY Shareholder Against For
SHAREHOLDER VOTES AND A SIMPLE MAJORITY
THRESHOLD.
08 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
REINCORPORATING FROM A TEXAS CORPORATION TO A
NORTH DAKOTA CORPORATION.
NOBLE CORPORATION
SECURITY G65422100 MEETING TYPE Special
TICKER SYMBOL NE MEETING DATE 17-Mar-2009
ISIN KYG654221004 AGENDA 933000034 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVAL OF THE MERGER, REORGANIZATION AND Management For For
CONSOLIDATION TRANSACTION TO BE EFFECTED BY THE
SCHEMES OF ARRANGEMENT, COPIES OF WHICH ARE
ATTACHED TO THE ACCOMPANYING PROXY STATEMENT
AS ANNEX B.
02 APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO Management For For
A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING
TO APPROVE THE MERGER, REORGANIZATION AND
CONSOLIDATION TRANSACTION.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 26
COVIDIEN LTD.
SECURITY G2552X108 MEETING TYPE Annual
TICKER SYMBOL COV MEETING DATE 18-Mar-2009
ISIN BMG2552X1083 AGENDA 932993377 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: CRAIG ARNOLD Management For For
1B ELECTION OF DIRECTOR: ROBERT H. BRUST Management For For
1C ELECTION OF DIRECTOR: JOHN M. CONNORS, JR. Management For For
1D ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN Management For For
1E ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE Management For For
1F ELECTION OF DIRECTOR: KATHY J. HERBERT Management For For
1G ELECTION OF DIRECTOR: RANDALL J. HOGAN, III Management For For
1H ELECTION OF DIRECTOR: RICHARD J. MEELIA Management For For
1I ELECTION OF DIRECTOR: DENNIS H. REILLEY Management For For
1J ELECTION OF DIRECTOR: TADATAKA YAMADA Management For For
1K ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO Management For For
02 APPROVE AMENDED AND RESTATED 2007 STOCK AND Management For For
INCENTIVE PLAN
03 APPOINTMENT OF INDEPENDENT AUDITORS AND Management For For
AUTHORIZATION OF THE AUDIT COMMITTEE TO SET THE
AUDITORS' REMUNERATION
HSBC HOLDINGS PLC
SECURITY 404280406 MEETING TYPE Annual
TICKER SYMBOL HBC MEETING DATE 19-Mar-2009
ISIN US4042804066 AGENDA 933009967 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO INCREASE THE COMPANY'S AUTHORISED SHARE Management For
CAPITAL
02 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Management For
S3 TO DISAPPLY PRE-EMPTION RIGHTS, WHERE NECESSARY, Management For
IN CONNECTION WITH THE RIGHTS ISSUE (SPECIAL
RESOLUTION)
IBERDROLA S.A.
SECURITY E6165F166 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL IBDSF.PK MEETING DATE 20-Mar-2009
ISIN ES0144580Y14 AGENDA 701819382 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
PLEASE NOTE THAT SHAREHOLDERS WHO PARTICIPATE IN Non-Voting
ANY FORM AT THE OGM, WHETHER-DIRECTLY, BY PROXY,
OR BY LONG-DISTANCE VOTING, SHALL BE ENTITLED TO
RECEIVE A-N ATTENDANCE PREMIUM [0.005 EUROS GROSS
PER SHARE]. THANK YOU.
1. Examination and approval, if applicable, of the individual Annual Management For For
Financial Statements of IBERDROLA, S.A. (Balance Sheet, Profit
and Loss Statement, Statement of Changes in Shareholders
Equity, Statement of Cash Flows, and Notes), and of the
consolidated financial statements of IBERDROLA, S.A. and its
subsidiaries (Balance Sheet, Profit and Loss Statement,
Statement of Changes in Shareholders Equity, Statement of Cash
Flows, and Notes) for the fiscal year ended on 31 DEC 2008.
2. Examination and approval, if applicable, of the proposal for the Management For For
allocation of profits/losses and the distribution of dividends for
the fiscal year ended on 31 DEC 2008
3. Examination and approval, if applicable, of the individual Management For For
management report of IBERDROLA, S.A. and of the consolidated
management report of IBERDROLA, S.A. and its subsidiaries for
the fiscal year ended on 31 DEC 2008
4. Examination and approval, if applicable, of the management and Management For For
actions of the Board of Directors during the fiscal year ended on
31 DEC 2008
5. Re-election of the Auditor of the Company and of its Consolidated Management For For
Group for fiscal year 2009
6. Ratification of the interim appointment as Director of Ms. Management For For
Samantha Barber to fill a vacancy, made after the holding of the
last General Shareholders Meeting, with the status of external
independent Director
7. Authorization to the Board of Directors, with the express power of Management For For
delegation, for the derivative acquisition of the Company's own
shares by the Company itself and/or by its subsidiaries, up to a
maximum of 5% percent of the share capital, pursuant to
applicable law, for which purpose the authorization granted by the
shareholders at the General Shareholders Meeting of 17 APR
2008 is hereby deprived of effect to the extent of the unused
amount
8. Delegation to the Board of Directors, with the express power of Management For For
substitution, for a term of 5 years, of the power to issue: a) bonds
or simple debentures and other fixed-income securities of a like
nature (other than notes), as well as preferred stock, up to a
maximum amount of 20 billion euros, and b) notes up to a
maximum amount, independently of the foregoing, of 6 billion
euros; and authorization for the Company to guarantee, within the
limits set forth above, new issuances of securities by subsidiaries,
for which purpose the delegation approved by the shareholders at
the General Shareholders Meeting held on 17 APR 2008 is hereby
deprived of effect to the extent of the unused amount
9. Delegation to the Board of Directors, with the express power of Management For For
substitution, for a term of 5 years, of the power to issue
debentures or bonds that are exchangeable for and/or convertible
into shares of the Company or of other companies within or
outside of its Group, and warrants on newly-issued shares or
outstanding shares of the Company or of other Companies within
or outside of its Group, up to a maximum limit of 5 billion euros.
Establishment of the standards for determining the basis for and
terms and conditions applicable to the conversion, exchange or
exercise. Delegation to the Board of Directors, with the express
power of substitution, of the powers required to establish the basis
for the terms and conditions applicable to the conversion,
exchange or exercise, as well as, in the case of convertible
debentures and bonds and warrants on newly-issued shares, of
the power to increase share capital to the extent required to
accommodate requests for the conversion of debentures or for the
exercise of warr
10. Authorization to the Board of Directors, with the express power of Management For For
delegation, to apply for the listing on and delisting from Spanish or
foreign, official or unofficial, organized or other secondary markets
of the shares, debentures, bonds, notes, preferred stock or any
other securities issued or to be issued, and to adopt such
resolutions as may be necessary to ensure the continued listing of
the shares, debentures or other securities of the Company that
may then be outstanding, for which purpose the authorization
granted by the shareholders at the General Shareholders Meeting
of 17 APR 2008 is hereby deprived of effect
11. Authorization to the Board of Directors, with the express power of Management For For
delegation, to create and fund Associations and Foundations,
pursuant to applicable legal provisions, for which purpose the
authorization granted by the shareholders at the General
Shareholders' Meeting of 17 APR 2008 is hereby deprived of
effect to the extent of the unused amount
12. Amendment of the By-Laws: 12.1. Amendment of Articles 23, 28, Management For For
34, 36, 37, 38, 45, 46, 47 and 49 of Title II of the By-Laws. 12.2.
Amendment of Articles 57 and 58 of Title IV of the By-Laws
13. Amendment of the Regulations of the General Shareholders Management For For
Meeting and approval, if applicable, of a newly-restated text of the
Regulations of the General Shareholders' Meeting
14. Delegation of powers to formalize and execute all resolutions Management For For
adopted by the shareholders at the General Shareholders'
Meeting, for conversion thereof into a public instrument, and for
the interpretation, correction and supplementation thereof or
further elaboration thereon until the required registrations are
made
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 27
IBERDROLA SA
SECURITY 450737101 MEETING TYPE Annual
TICKER SYMBOL IBDRY MEETING DATE 20-Mar-2009
ISIN US4507371015 AGENDA 933003559 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For For
INDIVIDUAL ANNUAL FINANCIAL STATEMENTS OF
IBERDROLA, S.A. (BALANCE SHEET, PROFIT AND LOSS
STATEMENT, STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY, STATEMENT OF CASH FLOWS,
AND NOTES) AND OF THE CONSOLIDATED FINANCIAL
STATEMENTS OF IBERDROLA, S.A. AND ITS SUBSIDIARIES
(BALANCE SHEET, PROFIT AND LOSS STATEMENT,
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY,
STATEMENT OF CASH FLOWS, AND NOTES) FOR THE
FISCAL YEAR ENDED ON DECEMBER 31, 2008.
02 EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For For
PROPOSAL FOR THE ALLOCATION OF PROFITS/LOSSES
AND THE DISTRIBUTION OF DIVIDENDS FOR THE FISCAL
YEAR ENDED ON DECEMBER 31, 2008.
03 EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For For
INDIVIDUAL MANAGEMENT REPORT OF IBERDROLA, S.A.
AND OF THE CONSOLIDATED MANAGEMENT REPORT OF
IBERDROLA, S.A. AND ITS SUBSIDIARIES FOR THE FISCAL
YEAR ENDED ON DECEMBER 31, 2008.
04 EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For For
MANAGEMENT AND ACTIONS OF THE BOARD OF
DIRECTORS DURING THE FISCAL YEAR ENDED ON
DECEMBER 31, 2008.
05 RE-ELECTION OF THE AUDITOR OF THE COMPANY AND OF Management For For
ITS CONSOLIDATED GROUP FOR FISCAL YEAR 2009.
06 RATIFICATION OF THE INTERIM APPOINTMENT AS Management For For
DIRECTOR OF MS. SAMANTHA BARBER TO FILL A
VACANCY, AS AN EXTERNAL INDEPENDENT DIRECTOR,
MADE AFTER THE HOLDING OF THE LAST GENERAL
SHAREHOLDERS' MEETING.
07 AUTHORIZATION TO THE BOARD OF DIRECTORS, WITH THE Management For For
EXPRESS POWER OF DELEGATION, FOR THE DERIVATIVE
ACQUISITION OF THE COMPANY'S OWN SHARES BY THE
COMPANY ITSELF AND/OR BY ITS SUBSIDIARIES, UP TO A
MAXIMUM OF FIVE (5%) PERCENT OF THE SHARE CAPITAL,
PURSUANT TO APPLICABLE LAW, FOR WHICH PURPOSE
THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
AT THE GENERAL SHAREHOLDERS' MEETING OF APRIL 17,
2008 IS HEREBY DEPRIVED OF EFFECT TO THE EXTENT OF
THE UNUSED AMOUNT.
08 DELEGATION TO THE BOARD OF DIRECTORS, WITH THE Management For For
EXPRESS POWER OF SUBSTITUTION, FOR A TERM OF FIVE
(5) YEARS, OF THE POWER TO ISSUE: A) BONDS OR SIMPLE
DEBENTURES AND OTHER FIXED-INCOME SECURITIES OF
A LIKE NATURE (OTHER THAN NOTES), AS WELL AS
PREFERRED STOCK, UP TO A MAXIMUM AMOUNT OF
TWENTY (20) BILLION EUROS, AND B) NOTES UP TO A
MAXIMUM AMOUNT, INDEPENDENTLY OF THE FOREGOING,
OF SIX (6) BILLION EUROS; AND AUTHORIZATION FOR THE
COMPANY TO GUARANTEE, WITHIN THE LIMITS SET FORTH
ABOVE, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
09 DELEGATION TO THE BOARD OF DIRECTORS, WITH THE Management For For
EXPRESS POWER OF SUBSTITUTION, FOR A TERM OF FIVE
(5) YEARS, OF THE POWER TO ISSUE DEBENTURES OR
BONDS THAT ARE EXCHANGEABLE FOR AND/OR
CONVERTIBLE INTO SHARES OF THE COMPANY OR OF
OTHER COMPANIES WITHIN OR OUTSIDE OF ITS GROUP,
AND WARRANTS ON NEWLY-ISSUED OR OUTSTANDING
SHARES OF THE COMPANY OR OF OTHER COMPANIES
WITHIN OR OUTSIDE OF ITS GROUP, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
10 AUTHORIZATION TO THE BOARD OF DIRECTORS, WITH THE Management For For
EXPRESS POWER OF DELEGATION, TO APPLY FOR THE
LISTING ON AND DELISTING FROM SPANISH OR FOREIGN,
OFFICIAL OR UNOFFICIAL, ORGANIZED OR OTHER
SECONDARY MARKETS OF THE SHARES, DEBENTURES,
BONDS, NOTES, PREFERRED STOCK OR ANY OTHER
SECURITIES ISSUED OR TO BE ISSUED, AND TO ADOPT
SUCH RESOLUTIONS AS MAY BE NECESSARY TO ENSURE
THE CONTINUED LISTING OF THE SHARES, DEBENTURES
OR OTHER SECURITIES OF THE COMPANY THAT MAY THEN
BE OUTSTANDING, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
11 AUTHORIZATION TO THE BOARD OF DIRECTORS, WITH THE Management For For
EXPRESS POWER OF DELEGATION, TO CREATE AND FUND
ASSOCIATIONS AND FOUNDATIONS, PURSUANT TO
APPLICABLE LEGAL PROVISIONS, FOR WHICH PURPOSE
THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
AT THE GENERAL SHAREHOLDERS' MEETING OF APRIL 17,
2008 IS HEREBY DEPRIVED OF EFFECT TO THE EXTENT OF
THE UNUSED AMOUNT.
12A AMENDMENT OF THE BY-LAWS: AMENDMENT OF ARTICLES Management For For
23, 28, 34, 36, 37, 38, 45, 46, 47 AND 49 OF TITLE II OF THE
BY-LAWS.
12B AMENDMENT OF THE BY-LAWS: AMENDMENT OF ARTICLES Management For For
57 AND 58 OF TITLE IV OF THE BY-LAWS.
13 AMENDMENT OF THE REGULATIONS FOR THE GENERAL Management For For
SHAREHOLDERS' MEETING AND APPROVAL, IF
APPLICABLE, OF A NEW RESTATED TEXT OF SUCH
REGULATIONS FOR THE GENERAL SHAREHOLDERS'
MEETING.
14 DELEGATION OF POWERS TO FORMALIZE AND EXECUTE Management For For
ALL RESOLUTIONS ADOPTED BY THE SHAREHOLDERS AT
THE GENERAL SHAREHOLDERS' MEETING, FOR
CONVERSION THEREOF INTO A PUBLIC INSTRUMENT, AND
FOR THE INTERPRETATION, CORRECTION AND
SUPPLEMENTATION THEREOF OR FURTHER ELABORATION
THEREON UNTIL THE REQUIRED REGISTRATIONS ARE
MADE.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 28
PORTUGAL TELECOM SGPS SA, LISBOA
SECURITY X6769Q104 MEETING TYPE Annual General Meeting
TICKER SYMBOL PT MEETING DATE 27-Mar-2009
ISIN PTPTC0AM0009 AGENDA 701848559 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 540350 DUE TO CHANGE IN VO-TING STATUS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
1. Receive the Management report, balance sheet and accounts for Management No Action
the year 2008
2. Receive the consolidated Management report, balance sheet and Management No Action
accounts for the year 2008
3. Approve the application of profits and distribution of reserves Management No Action
4. Approve the general appraisal of the Company's Management Management No Action
and Supervision
5. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder No Action
amend the number 1 of Article 18 of the Company's Articles of
Association
6. Elect the Members of the corporate bodies and of the Management No Action
compensation committee for the 2009-2011 term of office
7. Elect the Chartered Accountant, effective and alternate, for the Management No Action
2009-2011 term of office
8. Amend the number 4 of Article 13 of the Company's Article of Management No Action
Association
9. Approve the acquisition and disposal of own shares Management No Action
10. Approve, pursuant to number 4 of Article 8 of the Article of Management No Action
Association, on the parameters applicable in the event of any
issuance of bonds convertible into shares that may be resolved
upon by the Board of Directors
11. Approve the suppression of the pre-emptive right of shareholders Management No Action
in the subscription of any issuance of convertible bonds as
referred to under Item 9 hereof as may be resolved upon by the
Board of Directors
12. Approve to resolve the issuance of bonds and other securities, of Management No Action
whatever nature, by the Board of Directors, and notably on the
fixing of the value of such securities in accordance with number 3
of Article 8 and Paragraph e) of number 1 of Article 15 of the
Articles of Association
13. Approve to resolve on the acquisition and disposal of own bonds Management No Action
and other own securities
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 29
EDISON SPA, MILANO
SECURITY T3552V114 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL EDIHF.PK MEETING DATE 31-Mar-2009
ISIN IT0003152417 AGENDA 701827404 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON 01
APR 2009. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT Y-OUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
THE MEETING IS CANCELLED-. THANK YOU.
1. Appoint the Director Management No Action
2. Approve the financial statement at 31 DEC 2008, any adjournment Management No Action
thereof and allocation of profits
HELLENIC TELECOMMUNICATIONS ORGANIZATIONS OTE
SECURITY X3258B102 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL OTE.F MEETING DATE 07-Apr-2009
ISIN GRS260333000 AGENDA 701848410 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1. Amend the Articles of Incorporation as in force, by: (a) rephrasing Management No Action
of Articles 8 [Board of Directors], 9 [Election, Composition and
Term of the Board of Directors], 10 [Incorporation and Operation
of the Board of Directors] and 12 [Managing Director], by
amending or completing the provisions in order to resolve specific
interpretive issues and to achieve a better wording, (b) Amend
Article 13 [Representation of the Company], deleting the provision
regarding the oath, since the oath as a means of evidence, has
been abolished, (c) Amend the Articles 16 [Convocation of the
General Assembly of Shareholders] 17 [Notification - Daily
Agenda of the General Assembly of the Shareholders of the
Company] 18 [submission of documents for participation in the
general assembly] 21 [Extraordinary Quorum and majority], 22
[Chairman - Secretary of the general assembly of the
shareholders of the Company] 23 [minutes of the General
Assembly of the shareholders of the Company], 24 [Exoneration
of the Members of the Board of Dire
2. Appoint the Members of the Audit Committee, pursuant to the Management No Action
Article 37 of Law 3693/2008
3. Approve the acquisition of own shares by OTE S.A., pursuant to Management No Action
Article 16 of Company's Law 2190/1920
4. Approve the announcement of replacement of the resigned Management No Action
Members of the Board of Directors
HELLENIC TELECOMMUNICATIONS ORGANIZATIONS OTE
SECURITY X3258B102 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 07-Apr-2009
ISIN GRS260333000 AGENDA 701848410 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1. Amend the Articles of Incorporation as in force, by: (a) rephrasing Management No Action
of Articles 8 [Board of Directors], 9 [Election, Composition and
Term of the Board of Directors], 10 [Incorporation and Operation
of the Board of Directors] and 12 [Managing Director], by
amending or completing the provisions in order to resolve specific
interpretive issues and to achieve a better wording, (b) Amend
Article 13 [Representation of the Company], deleting the provision
regarding the oath, since the oath as a means of evidence, has
been abolished, (c) Amend the Articles 16 [Convocation of the
General Assembly of Shareholders] 17 [Notification - Daily
Agenda of the General Assembly of the Shareholders of the
Company] 18 [submission of documents for participation in the
general assembly] 21 [Extraordinary Quorum and majority], 22
[Chairman - Secretary of the general assembly of the
shareholders of the Company] 23 [minutes of the General
Assembly of the shareholders of the Company], 24 [Exoneration
of the Members of the Board of Dire
2. Appoint the Members of the Audit Committee, pursuant to the Management No Action
Article 37 of Law 3693/2008
3. Approve the acquisition of own shares by OTE S.A., pursuant to Management No Action
Article 16 of Company's Law 2190/1920
4. Approve the announcement of replacement of the resigned Management No Action
Members of the Board of Directors
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 30
HELLENIC TELECOMMUNICATIONS ORG. S.A.
SECURITY 423325307 MEETING TYPE Special
TICKER SYMBOL OTE MEETING DATE 07-Apr-2009
ISIN US4233253073 AGENDA 933030695 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 AMENDMENT OF THE ARTICLES OF INCORPORATION AS IN Management For
FORCE, BY: (A) REPHRASING OF ARTICLES 8, 9, 10 AND 12;
(B) AMENDMENT OF ARTICLE 13; (C) AMENDMENT OF THE
ARTICLES 16, 17, 18, 21, 22, 23, 24, 25, 31, 32; (D) DELETION
OF ARTICLE 19; (E) RE-NUMBERING OF ARTICLES 20 TO 33.
02 APPOINTMENT OF MEMBERS OF THE AUDIT COMMITTEE, Management For
PURSUANT TO ARTICLE 37 OF LAW 3693/2008.
03 APPROVAL OF ACQUISITION OF OWN SHARES BY OTE S.A., Management For
PURSUANT TO ARTICLE 16 OF C.L. 2190/1920.
PARMALAT S P A
SECURITY T7S73M107 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL PLATF.PK MEETING DATE 08-Apr-2009
ISIN IT0003826473 AGENDA 701838863 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON 09
APR 2009. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT Y-OUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
THE MEETING IS CANCELLED-. THANK YOU.
1. Approve the financial statements at 31 DEC 2008, Board of Management No Action
Directors report and allocation of profits, Board of Auditors report,
any adjournment thereof
2. Approve to increase of Audit Firm compensation, any adjournment Management No Action
thereof
BELGACOM SA DE DROIT PUBLIC, BRUXELLES
SECURITY B10414116 MEETING TYPE Annual General Meeting
TICKER SYMBOL BGAOF.PK MEETING DATE 08-Apr-2009
ISIN BE0003810273 AGENDA 701852356 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVI-DE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR
VOTE TO BE LODGED
1. Receive the report of the Board of Directors regarding the annual Non-Voting
accounts
2. Receive the Auditors reports regarding annual and consolidated Non-Voting
accounts
3. Receive the examination of the information provided by the Joint Non-Voting
Committee
4. Receive the examination of consolidated annual accounts Non-Voting
5. Approve the financial statements and allocation of income and Management No Action
dividend of EUR 2.18
6. Grant discharge to the Directors Management No Action
7. Grant special discharge of Mr. Maurice Lippens from Directorship, Management No Action
resigned on 03 OCT 2009
8. Grant discharge to the Board of Auditors Management No Action
9. Elect Mr. Jozef Cornu as a Director and approve the remuneration Management No Action
10. Appoint Ernst & Young as the Auditor and authorize the Board to Management No Action
fix their remuneration
11. Appoint Mr. Romain Lesage as a Member of the College of the Management No Action
Auditors
12. Miscellaneous Non-Voting
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 31
BELGACOM SA DE DROIT PUBLIC, BRUXELLES
SECURITY B10414116 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL BGAOF.PK MEETING DATE 08-Apr-2009
ISIN BE0003810273 AGENDA 701852368 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVI-DE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR
VOTE TO BE LODGED
1. Approve the Board of Directors to increase the share capital Management No Action
2. Approve the capital increase by means of contribution in kind Management No Action
3. Authorize the Board of Directors to acquire the Company's own Management No Action
shares
4. Approve the appointment and dismissal of the Members of the Management No Action
Management Committee
5. Approve to delete Article 50 of the Articles of Association Management No Action
regarding the distribution to Employees of profits for the 2003
financial year
6. Approve to delete Article 52 of the Articles of Association Management No Action
regarding the transitional mandatory nomination rights
7. Grant powers Management No Action
PARMALAT SPA, COLLECCHIO
SECURITY 70175R102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL PLATF.PK MEETING DATE 08-Apr-2009
ISIN US70175R1023 AGENDA 701858625 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE 'IN FAVOR' OR "AGAINST" ONLY-FOR RESOLUTIONS 1
AND 2. THANK YOU.
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON 09
APR 2009. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
1. Approve the balance sheet, income statement and accompanying Management For For
notes at 31 DEC 2008, together with the report on operations for
the same year with the relevant proposal of distribution of profits,
review of the report of the Statutory Auditors, consequent
resolutions
2. Approve to increase of the compensation to the Independent Management For For
Auditors' Firm, consequent resolution
T. ROWE PRICE GROUP, INC.
SECURITY 74144T108 MEETING TYPE Annual
TICKER SYMBOL TROW MEETING DATE 08-Apr-2009
ISIN US74144T1088 AGENDA 933001961 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: EDWARD C. BERNARD Management For For
1B ELECTION OF DIRECTOR: JAMES T. BRADY Management For For
1C ELECTION OF DIRECTOR: J. ALFRED BROADDUS, JR. Management For For
1D ELECTION OF DIRECTOR: DONALD B. HEBB, JR. Management For For
1E ELECTION OF DIRECTOR: JAMES A.C. KENNEDY Management For For
1F ELECTION OF DIRECTOR: BRIAN C. ROGERS Management For For
1G ELECTION OF DIRECTOR: DR. ALFRED SOMMER Management For For
1H ELECTION OF DIRECTOR: DWIGHT S. TAYLOR Management For For
1I ELECTION OF DIRECTOR: ANNE MARIE WHITTEMORE Management For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2009.
WADDELL & REED FINANCIAL, INC.
SECURITY 930059100 MEETING TYPE Annual
TICKER SYMBOL WDR MEETING DATE 08-Apr-2009
ISIN US9300591008 AGENDA 933005022 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 DENNIS E. LOGUE For For
2 RONALD C. REIMER For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR 2009.
03 STOCKHOLDER PROPOSAL TO REQUIRE AN ADVISORY Shareholder Against For
VOTE ON EXECUTIVE COMPENSATION.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 32
SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)
SECURITY 806857108 MEETING TYPE Annual
TICKER SYMBOL SLB MEETING DATE 08-Apr-2009
ISIN AN8068571086 AGENDA 933013865 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 P. CAMUS For For
2 J.S. GORELICK For For
3 A. GOULD For For
4 T. ISAAC For For
5 N. KUDRYAVTSEV For For
6 A. LAJOUS For For
7 M.E. MARKS For For
8 L.R. REIF For For
9 T.I. SANDVOLD For For
10 H. SEYDOUX For For
11 L.G. STUNTZ For For
02 PROPOSAL TO ADOPT AND APPROVE OF FINANCIALS AND Management For For
DIVIDENDS.
03 PROPOSAL REGARDING A STOCKHOLDER ADVISORY VOTE Shareholder Against For
ON NAMED EXECUTIVE OFFICER COMPENSATION.
04 PROPOSAL TO APPROVE OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
PETROLEO BRASILEIRO S.A. - PETROBRAS
SECURITY 71654V408 MEETING TYPE Annual
TICKER SYMBOL PBR MEETING DATE 08-Apr-2009
ISIN US71654V4086 AGENDA 933032497 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
I MANAGEMENT REPORT, FINANCIAL STATEMENTS AND Management For For
AUDIT COMMITTEE'S OPINION FOR THE FISCAL YEAR 2008
II CAPITAL EXPENDITURE BUDGET FOR THE FISCAL YEAR Management For For
2009
III DISTRIBUTION OF RESULTS FOR THE FISCAL YEAR 2008 Management For For
IV ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS Management For For
V ELECTION OF CHAIRMAN OF THE BOARD OF DIRECTORS Management For For
VI ELECTION OF MEMBERS OF THE AUDIT BOARD AND THEIR Management For For
RESPECTIVE SUBSTITUTES
VII ESTABLISHMENT OF THE COMPENSATION OF Management For For
MANAGEMENT AND EFFECTIVE MEMBERS OF THE AUDIT
COMMITTEE, AS WELL AS THEIR PARTICIPATION IN THE
PROFITS PURSUANT TO ARTICLES 41 AND 56 OF THE
COMPANY'S BYLAWS
VALLEY NATIONAL BANCORP
SECURITY 919794107 MEETING TYPE Annual
TICKER SYMBOL VLY MEETING DATE 14-Apr-2009
ISIN US9197941076 AGENDA 933008395 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 ANDREW B. ABRAMSON For For
2 PAMELA R. BRONANDER For For
3 ERIC P. EDELSTEIN For For
4 M.J. STEELE GUILFOILE For For
5 GRAHAM O. JONES For For
6 WALTER H. JONES, III For For
7 GERALD KORDE For For
8 MICHAEL L. LARUSSO For For
9 MARC J. LENNER For For
10 GERALD H. LIPKIN For For
11 ROBINSON MARKEL For For
12 RICHARD S. MILLER For For
13 BARNETT RUKIN For For
14 SURESH L. SANI For For
15 ROBERT SOLDOVERI For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS VALLEY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009
03 TO VOTE FOR THE APPROVAL OF VALLEY'S 2009 LONG- Management For For
TERM STOCK INCENTIVE PLAN
04 TO APPROVE, ON A NON-BINDING BASIS, THE Management For For
COMPENSATION OF VALLEY'S NAMED EXECUTIVE
OFFICERS AS DETERMINED BY THE COMPENSATION AND
HUMAN RESOURCES COMMITTEE
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 33
COPART, INC.
SECURITY 217204106 MEETING TYPE Special
TICKER SYMBOL CPRT MEETING DATE 14-Apr-2009
ISIN US2172041061 AGENDA 933013168 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO APPROVE THE GRANT OF AN OPTION TO ACQUIRE Management Against Against
2,000,000 SHARES OF COMMON STOCK TO EACH OF WILLIS
J. JOHNSON, OUR CHAIRMAN AND CHIEF EXECUTIVE
OFFICER, AND A. JAYSON ADAIR, OUR PRESIDENT, SUCH
GRANTS TO BE MADE IN LIEU OF ANY CASH SALARY OR
BONUS COMPENSATION IN EXCESS OF $1.00 PER YEAR OR
GRANT OF ANY ADDITIONAL EQUITY INCENTIVES FOR A
FIVE-YEAR PERIOD.
BANK OF NEW YORK MELLON CORP.
SECURITY 064058100 MEETING TYPE Annual
TICKER SYMBOL BK MEETING DATE 14-Apr-2009
ISIN US0640581007 AGENDA 933014805 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 RUTH E. BRUCH For For
2 NICHOLAS M. DONOFRIO For For
3 GERALD L. HASSELL For For
4 EDMUND F. KELLY For For
5 ROBERT P. KELLY For For
6 RICHARD J. KOGAN For For
7 MICHAEL J. KOWALSKI For For
8 JOHN A. LUKE, JR. For For
9 ROBERT MEHRABIAN For For
10 MARK A. NORDENBERG For For
11 CATHERINE A. REIN For For
12 WILLIAM C. RICHARDSON For For
13 SAMUEL C. SCOTT III For For
14 JOHN P. SURMA For For
15 WESLEY W. VON SCHACK For For
02 PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) Management For For
RESOLUTION RELATING TO 2008 EXECUTIVE
COMPENSATION.
03 RATIFICATION OF APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANT.
04 STOCKHOLDER PROPOSAL WITH RESPECT TO Shareholder Against For
CUMULATIVE VOTING.
05 STOCKHOLDER PROPOSAL REQUESTING A 75% Shareholder Against For
RETENTION POLICY FOR SHARES ACQUIRED THROUGH
COMPENSATION PLANS.
NOVA CHEMICALS CORPORATION
SECURITY 66977W109 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL NCX MEETING DATE 14-Apr-2009
ISIN CA66977W1095 AGENDA 933016811 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 THE ARRANGEMENT RESOLUTION IN THE FORM ANNEXED Management For For
AS APPENDIX "A" TO THE ACCOMPANYING MANAGEMENT
PROXY CIRCULAR OF NOVA CHEMICALS DATED MARCH 13,
2009 (THE "PROXY CIRCULAR") TO APPROVE AN
ARRANGEMENT UNDER SECTION 192 OF THE CANADA
BUSINESS CORPORATIONS ACT INVOLVING, AMONG
OTHER THINGS, THE ACQUISITION, DIRECTLY OR
INDIRECTLY, BY INTERNATIONAL PETROLEUM INVESTMENT
COMPANY OF ALL OF THE ISSUED AND OUTSTANDING
COMMON SHARES FOR US$6.00 IN CASH FOR EACH
COMMON SHARE.
02 DIRECTOR Management
1 J.A. BLUMBERG For For
2 F.P. BOER For For
3 J. BOUGIE For For
4 L. BRLAS For For
5 J.V. CREIGHTON For For
6 R.E. DINEEN, JR. For For
7 C.W. FISCHER For For
8 K.L. HAWKINS For For
9 A.M. LUDWICK For For
10 C.D. PAPPAS For For
11 J.M. STANFORD For For
03 APPOINTMENT OF ERNST & YOUNG LLP AS THE AUDITORS Management For For
OF NOVA CHEMICALS.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 34
KAMAN CORPORATION
SECURITY 483548103 MEETING TYPE Annual
TICKER SYMBOL KAMN MEETING DATE 15-Apr-2009
ISIN US4835481031 AGENDA 933002521 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 E. REEVES CALLAWAY III For For
2 KAREN M. GARRISON For For
3 A. WILLIAM HIGGINS For For
2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE ENSUING YEAR.
RIO TINTO PLC
SECURITY 767204100 MEETING TYPE Annual
TICKER SYMBOL RTP MEETING DATE 15-Apr-2009
ISIN US7672041008 AGENDA 933011695 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO RECEIVE THE FINANCIAL STATEMENTS AND THE Management For For
REPORTS OF THE DIRECTORS AND AUDITORS FOR THE
YEAR ENDED 31 DECEMBER 2008
02 APPROVAL OF THE REMUNERATION REPORT Management For For
03 TO ELECT JAN DU PLESSIS AS A DIRECTOR Management For For
04 TO RE-ELECT SIR DAVID CLEMENTI AS A DIRECTOR Management For For
05 TO RE-ELECT SIR ROD EDDINGTON AS A DIRECTOR Management For For
06 TO RE-ELECT ANDREW GOULD AS A DIRECTOR Management For For
07 TO RE-ELECT DAVID MAYHEW AS A DIRECTOR Management For For
08 RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
AS AUDITORS AND TO AUTHORISE THE AUDIT COMMITTEE
TO DETERMINE THEIR REMUNERATION
09 NON EXECUTIVE DIRECTORS' FEES Management For For
10 TO INCREASE THE AUTHORISED SHARE CAPITAL AND Management For For
AUTHORITY TO ALLOT RELEVANT SECURITIES UNDER
SECTION 80 OF THE COMPANIES ACT 1985
11 AUTHORITY TO ALLOT RELEVANT SECURITIES FOR CASH Management For For
UNDER SECTION 89 OF THE COMPANIES ACT 1985
12 NOTICE PERIOD FOR GENERAL MEETINGS OTHER THAN Management For For
ANNUAL GENERAL MEETINGS
13 AUTHORITY TO PAY SCRIP DIVIDENDS Management For For
14 ADOPTION AND AMENDMENT OF NEW ARTICLES OF Management For For
ASSOCIATION OF THE COMPANY
BP P.L.C.
SECURITY 055622104 MEETING TYPE Annual
TICKER SYMBOL BP MEETING DATE 16-Apr-2009
ISIN US0556221044 AGENDA 933008888 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO RECEIVE THE DIRECTORS' ANNUAL REPORT AND Management For For
ACCOUNTS
02 TO APPROVE THE DIRECTORS' REMUNERATION REPORT Management For For
03 DIRECTOR Management
1 MR A BURGMANS For For
2 MRS C B CARROLL For For
3 SIR WILLIAM CASTELL For For
4 MR I C CONN For For
5 MR G DAVID For For
6 MR E B DAVIS, JR For For
7 MR R DUDLEY For For
8 MR D J FLINT For For
9 DR B E GROTE For For
10 DR A B HAYWARD For For
11 MR A G INGLIS For For
12 DR D S JULIUS For For
13 SIR TOM MCKILLOP For For
14 SIR IAN PROSSER For For
15 MR P D SUTHERLAND For For
18 TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS AND Management For For
AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION
S19 SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR Management For For
THE PURCHASE OF ITS OWN SHARES BY THE COMPANY
20 TO GIVE LIMITED AUTHORITY TO ALLOT SHARES UP TO A Management For For
SPECIFIED AMOUNT
S21 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A Management For For
LIMITED NUMBER OF SHARES FOR CASH FREE OF PRE-
EMPTION RIGHTS
S22 SPECIAL RESOLUTION: TO AUTHORIZE THE CALLING OF Management For For
GENERAL MEETINGS (EXCLUDING ANNUAL GENERAL
MEETINGS) BY NOTICE OF AT LEAST 14 CLEAR DAYS
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 35
GENUINE PARTS COMPANY
SECURITY 372460105 MEETING TYPE Annual
TICKER SYMBOL GPC MEETING DATE 20-Apr-2009
ISIN US3724601055 AGENDA 933004981 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 DR. MARY B. BULLOCK For For
2 JEAN DOUVILLE For For
3 THOMAS C. GALLAGHER For For
4 GEORGE C. "JACK" GUYNN For For
5 JOHN D. JOHNS For For
6 MICHAEL M.E. JOHNS, MD For For
7 J. HICKS LANIER For For
8 WENDY B. NEEDHAM For For
9 JERRY W. NIX For For
10 LARRY L. PRINCE For For
11 GARY W. ROLLINS For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP Management For For
AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2009.
ELI LILLY AND COMPANY
SECURITY 532457108 MEETING TYPE Annual
TICKER SYMBOL LLY MEETING DATE 20-Apr-2009
ISIN US5324571083 AGENDA 933007367 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 M.S. FELDSTEIN For For
2 J.E. FYRWALD For For
3 E.R. MARRAM For For
4 D.R. OBERHELMAN For For
02 RATIFICATION OF THE APPOINTMENT BY THE AUDIT Management For For
COMMITTEE OF THE BOARD OF THE DIRECTORS OF ERNST
& YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR
2009
03 APPROVE AMENDMENTS TO THE ARTICLES OF Management For For
INCORPORATION TO PROVIDE FOR ANNUAL ELECTION OF
ALL DIRECTORS
04 REAPPROVE THE MATERIAL TERMS OF PERFORMANCE Management For For
GOALS FOR THE ELI LILLY AND COMPANY BONUS PLAN
05 PROPOSAL BY SHAREHOLDERS REQUESTING THAT THE Shareholder Against For
BOARD ELIMINATE ALL SUPERMAJORITY VOTING
PROVISIONS FROM THE COMPANY'S ARTICLES OF
INCORPORATION AND BYLAWS
06 PROPOSAL BY SHAREHOLDERS REQUESTING THAT THE Shareholder Against For
COMPANY AMEND ITS ARTICLES OF INCORPORATION TO
ALLOW SHAREHOLDERS TO AMEND THE COMPANY'S
BYLAWS BY MAJORITY VOTE
07 PROPOSAL BY SHAREHOLDERS REQUESTING THAT THE Shareholder Against For
BOARD OF DIRECTORS ADOPT A POLICY OF ASKING
SHAREHOLDERS TO RATIFY THE COMPENSATION OF
NAMED EXECUTIVE OFFICERS AT THE ANNUAL MEETING
OF SHAREHOLDERS
NEWALLIANCE BANCSHARES, INC.
SECURITY 650203102 MEETING TYPE Annual
TICKER SYMBOL NAL MEETING DATE 20-Apr-2009
ISIN US6502031023 AGENDA 933010287 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 ROBERT J. LYONS, JR. For For
2 ERIC A. MARZIALI For For
3 JULIA M. MCNAMARA For For
4 PEYTON R. PATTERSON For For
5 GERALD B. ROSENBERG For For
02 TO RATIFY THE APPOINTMENT OF THE FIRM OF Management For For
PRICEWATERHOUSECOOPERS, LLP AS INDEPENDENT
AUDITORS (PROPOSAL 2).
03 TO PROXIES ARE AUTHORIZED TO VOTE UPON ANY OTHER Management For For
BUSINESS THAT PROPERLY COMES BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENTS OF THE MEETING, IN
ACCORDANCE WITH THE DETERMINATION OF A MAJORITY
OF THE BOARD OF DIRECTORS.
DISCOVER FINANCIAL SERVICES
SECURITY 254709108 MEETING TYPE Annual
TICKER SYMBOL DFS MEETING DATE 21-Apr-2009
ISIN US2547091080 AGENDA 933004373 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: JEFFREY S. ARONIN Management For For
1B ELECTION OF DIRECTOR: MARY K. BUSH Management For For
1C ELECTION OF DIRECTOR: GREGORY C. CASE Management For For
1D ELECTION OF DIRECTOR: ROBERT M. DEVLIN Management For For
1E ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN Management For For
1F ELECTION OF DIRECTOR: RICHARD H. LENNY Management For For
1G ELECTION OF DIRECTOR: THOMAS G. MAHERAS Management For For
1H ELECTION OF DIRECTOR: MICHAEL M. MOSKOW Management For For
1I ELECTION OF DIRECTOR: DAVID W. NELMS Management For For
1J ELECTION OF DIRECTOR: E. FOLLIN SMITH Management For For
1K ELECTION OF DIRECTOR: LAWRENCE A. WEINBACH Management For For
02 APPROVE THE DISCOVER FINANCIAL SERVICES AMENDED Management For For
AND RESTATED 2007 OMNIBUS INCENTIVE PLAN.
03 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 36
GOODRICH CORPORATION
SECURITY 382388106 MEETING TYPE Annual
TICKER SYMBOL GR MEETING DATE 21-Apr-2009
ISIN US3823881061 AGENDA 933008509 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 DIANE C. CREEL For For
2 GEORGE A. DAVIDSON, JR. For For
3 HARRIS E. DELOACH, JR. For For
4 JAMES W. GRIFFITH For For
5 WILLIAM R. HOLLAND For For
6 JOHN P. JUMPER For For
7 MARSHALL O. LARSEN For For
8 LLOYD W. NEWTON For For
9 DOUGLAS E. OLESEN For For
10 ALFRED M. RANKIN, JR. For For
11 A. THOMAS YOUNG For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR 2009.
03 SHAREHOLDER PROPOSAL REGARDING AN AMENDMENT Shareholder Against For
TO THE RESTATED CERTIFICATE OF INCORPORATION FOR
MAJORITY ELECTION OF DIRECTORS IN UNCONTESTED
ELECTIONS.
M&T BANK CORPORATION
SECURITY 55261F104 MEETING TYPE Annual
TICKER SYMBOL MTB MEETING DATE 21-Apr-2009
ISIN US55261F1049 AGENDA 933008686 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 BRENT D. BAIRD For For
2 ROBERT J. BENNETT For For
3 C. ANGELA BONTEMPO For For
4 ROBERT T. BRADY For For
5 MICHAEL D. BUCKLEY For For
6 T.J. CUNNINGHAM III For For
7 MARK J. CZARNECKI For For
8 COLM E. DOHERTY For For
9 PATRICK W.E. HODGSON For For
10 RICHARD G. KING For For
11 JORGE G. PEREIRA For For
12 MICHAEL P. PINTO For For
13 MELINDA R. RICH For For
14 ROBERT E. SADLER, JR. For For
15 EUGENE J. SHEEHY For For
16 HERBERT L. WASHINGTON For For
17 ROBERT G. WILMERS For For
02 TO APPROVE THE M&T BANK CORPORATION 2009 EQUITY Management Against Against
INCENTIVE COMPENSATION PLAN.
03 TO APPROVE THE COMPENSATION OF M&T BANK Management For For
CORPORATION'S NAMED EXECUTIVE OFFICERS.
04 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK
CORPORATION FOR THE YEAR ENDING DECEMBER 31,
2009.
PUBLIC SERVICE ENTERPRISE GROUP INC.
SECURITY 744573106 MEETING TYPE Annual
TICKER SYMBOL PEG MEETING DATE 21-Apr-2009
ISIN US7445731067 AGENDA 933012433 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 ALBERT R. GAMPER, JR. For For
2 CONRAD K. HARPER For For
3 SHIRLEY ANN JACKSON For For
4 DAVID LILLEY For For
5 THOMAS A. RENYI For For
6 HAK CHEOL SHIN For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR
2009.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 37
CITIGROUP INC.
SECURITY 172967101 MEETING TYPE Annual
TICKER SYMBOL C MEETING DATE 21-Apr-2009
ISIN US1729671016 AGENDA 933017495 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG Management For For
1B ELECTION OF DIRECTOR: ALAIN J.P. BELDA Management For For
1C ELECTION OF DIRECTOR: JOHN M. DEUTCH Management For For
1D ELECTION OF DIRECTOR: JERRY A. GRUNDHOFER Management For For
1E ELECTION OF DIRECTOR: ANDREW N. LIVERIS Management For For
1F ELECTION OF DIRECTOR: ANNE M. MULCAHY Management For For
1G ELECTION OF DIRECTOR: MICHAEL E. O'NEILL Management For For
1H ELECTION OF DIRECTOR: VIKRAM S. PANDIT Management For For
1I ELECTION OF DIRECTOR: RICHARD D. PARSONS Management For For
1J ELECTION OF DIRECTOR: LAWRENCE R. RICCIARDI Management For For
1K ELECTION OF DIRECTOR: JUDITH RODIN Management For For
1L ELECTION OF DIRECTOR: ROBERT L. RYAN Management For For
1M ELECTION OF DIRECTOR: ANTHONY M. SANTOMERO Management For For
1N ELECTION OF DIRECTOR: WILLIAM S. THOMPSON, JR. Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS Management For For
CITI'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2009.
03 PROPOSAL TO APPROVE THE CITIGROUP 2009 STOCK Management Against Against
INCENTIVE PLAN.
04 PROPOSAL TO APPROVE CITI'S 2008 EXECUTIVE Management For For
COMPENSATION
05 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shareholder Against For
PRIOR GOVERNMENTAL SERVICE OF CERTAIN
INDIVIDUALS.
06 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shareholder Against For
POLITICAL CONTRIBUTIONS.
07 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shareholder Against For
PREDATORY CREDIT CARD PRACTICES.
08 STOCKHOLDER PROPOSAL REQUESTING THAT TWO Shareholder Against For
CANDIDATES BE NOMINATED FOR EACH BOARD POSITION.
09 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shareholder Against For
THE CARBON PRINCIPLES.
10 STOCKHOLDER PROPOSAL REQUESTING THAT EXECUTIVE Shareholder Against For
OFFICERS RETAIN 75% OF THE SHARES ACQUIRED
THROUGH COMPENSATION PLANS FOR TWO YEARS
FOLLOWING TERMINATION OF EMPLOYMENT.
11 STOCKHOLDER PROPOSAL REQUESTING ADDITIONAL Shareholder Against For
DISCLOSURE REGARDING CITI'S COMPENSATION
CONSULTANTS.
12 STOCKHOLDER PROPOSAL REQUESTING THAT Shareholder Against For
STOCKHOLDERS HOLDING 10% OR ABOVE HAVE THE
RIGHT TO CALL SPECIAL SHAREHOLDER MEETINGS.
13 STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE Shareholder Against For
VOTING.
HUDSON CITY BANCORP, INC.
SECURITY 443683107 MEETING TYPE Annual
TICKER SYMBOL HCBK MEETING DATE 21-Apr-2009
ISIN US4436831071 AGENDA 933019906 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 DENIS J. SALAMONE For For
2 MICHAEL W. AZZARA For For
3 VICTORIA H. BRUNI For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
GENERAL ELECTRIC COMPANY
SECURITY 369604103 MEETING TYPE Annual
TICKER SYMBOL GE MEETING DATE 22-Apr-2009
ISIN US3696041033 AGENDA 933003713 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
A1 ELECTION OF DIRECTOR: JAMES I. CASH, JR. Management For For
A2 ELECTION OF DIRECTOR: WILLIAM M. CASTELL Management For For
A3 ELECTION OF DIRECTOR: ANN M. FUDGE Management For For
A4 ELECTION OF DIRECTOR: SUSAN HOCKFIELD Management For For
A5 ELECTION OF DIRECTOR: JEFFREY R. IMMELT Management For For
A6 ELECTION OF DIRECTOR: ANDREA JUNG Management For For
A7 ELECTION OF DIRECTOR: ALAN G. (A.G.) LAFLEY Management For For
A8 ELECTION OF DIRECTOR: ROBERT W. LANE Management For For
A9 ELECTION OF DIRECTOR: RALPH S. LARSEN Management For For
A10 ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Management For For
A11 ELECTION OF DIRECTOR: JAMES J. MULVA Management For For
A12 ELECTION OF DIRECTOR: SAM NUNN Management For For
A13 ELECTION OF DIRECTOR: ROGER S. PENSKE Management For For
A14 ELECTION OF DIRECTOR: ROBERT J. SWIERINGA Management For For
A15 ELECTION OF DIRECTOR: DOUGLAS A. WARNER III Management For For
B RATIFICATION OF KPMG Management For For
C1 CUMULATIVE VOTING Shareholder Against For
C2 EXECUTIVE COMPENSATION ADVISORY VOTE Shareholder Against For
C3 INDEPENDENT STUDY REGARDING BREAKING UP GE Shareholder Against For
C4 DIVIDEND POLICY Shareholder Against For
C5 SHAREHOLDER VOTE ON GOLDEN PARACHUTES Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 38
THE COCA-COLA COMPANY
SECURITY 191216100 MEETING TYPE Annual
TICKER SYMBOL KO MEETING DATE 22-Apr-2009
ISIN US1912161007 AGENDA 933005856 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 ELECTION OF DIRECTOR: HERBERT A. ALLEN Management For For
02 ELECTION OF DIRECTOR: RONALD W. ALLEN Management For For
03 ELECTION OF DIRECTOR: CATHLEEN P. BLACK Management For For
04 ELECTION OF DIRECTOR: BARRY DILLER Management For For
05 ELECTION OF DIRECTOR: ALEXIS M. HERMAN Management For For
06 ELECTION OF DIRECTOR: MUHTAR KENT Management For For
07 ELECTION OF DIRECTOR: DONALD R. KEOUGH Management For For
08 ELECTION OF DIRECTOR: MARIA ELENA LAGOMASINO Management For For
09 ELECTION OF DIRECTOR: DONALD F. MCHENRY Management For For
10 ELECTION OF DIRECTOR: SAM NUNN Management For For
11 ELECTION OF DIRECTOR: JAMES D. ROBINSON III Management For For
12 ELECTION OF DIRECTOR: PETER V. UEBERROTH Management For For
13 ELECTION OF DIRECTOR: JACOB WALLENBERG Management For For
14 ELECTION OF DIRECTOR: JAMES B. WILLIAMS Management For For
15 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS
16 SHAREOWNER PROPOSAL REGARDING AN ADVISORY Shareholder Against For
VOTE ON EXECUTIVE COMPENSATION
17 SHAREOWNER PROPOSAL REGARDING AN INDEPENDENT Shareholder Against For
BOARD CHAIR
18 SHAREOWNER PROPOSAL REGARDING A BOARD Shareholder Against For
COMMITTEE ON HUMAN RIGHTS
19 SHAREOWNER PROPOSAL REGARDING RESTRICTED Shareholder Against For
STOCK
WILLIS GROUP HOLDINGS LIMITED
SECURITY G96655108 MEETING TYPE Annual
TICKER SYMBOL WSH MEETING DATE 22-Apr-2009
ISIN BMG966551084 AGENDA 933007963 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: WILLIAM W. BRADLEY Management For For
1B ELECTION OF DIRECTOR: JOSEPH A. CALIFANO JR. Management For For
1C ELECTION OF DIRECTOR: ANNA C. CATALANO Management For For
1D ELECTION OF DIRECTOR: SIR ROY GARDNER Management For For
1E ELECTION OF DIRECTOR: SIR JEREMY HANLEY Management For For
1F ELECTION OF DIRECTOR: ROBYN S. KRAVIT Management For For
1G ELECTION OF DIRECTOR: JEFFREY B. LANE Management For For
1H ELECTION OF DIRECTOR: WENDY E. LANE Management For For
1I ELECTION OF DIRECTOR: JAMES F. MCCANN Management For For
1J ELECTION OF DIRECTOR: JOSEPH J. PLUMERI Management For For
1K ELECTION OF DIRECTOR: DOUGLAS B. ROBERTS. Management For For
2 TO REAPPOINT DELOITTE LLP AS THE COMPANY'S Management For For
INDEPENDENT AUDITOR UNTIL THE CLOSE OF THE NEXT
ANNUAL GENERAL MEETING AND TO AUTHORIZE THE
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO FIX
THE INDEPENDENT AUDITORS' REMUNERATION.
TEXTRON INC.
SECURITY 883203101 MEETING TYPE Annual
TICKER SYMBOL TXT MEETING DATE 22-Apr-2009
ISIN US8832031012 AGENDA 933010237 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 ELECTION OF DIRECTOR: LEWIS B. CAMPBELL Management For For
02 ELECTION OF DIRECTOR: LAWRENCE K. FISH Management For For
03 ELECTION OF DIRECTOR: JOE T. FORD Management For For
04 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 39
TECK COMINCO LIMITED
SECURITY 878742204 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL TCK MEETING DATE 22-Apr-2009
ISIN CA8787422044 AGENDA 933013120 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO ELECT AS DIRECTORS ALL NOMINEES NAMED IN THE Management For For
ACCOMPANYING MANAGEMENT PROXY CIRCULAR.
02 TO APPOINT PRICEWATERHOUSECOOPERS LLP AS Management For For
AUDITORS AND TO AUTHORIZE THE DIRECTORS TO FIX
THE AUDITORS' REMUNERATION.
03 TO APPROVE A SPECIAL RESOLUTION AUTHORIZING AN Management For For
AMENDMENT TO THE ARTICLES OF THE CORPORATION (I)
TO DELETE IN THEIR ENTIRETY THE AUTHORIZED BUT
UNISSUED PREFERRED SHARES SERIES 1 AND THE
AUTHORIZED BUT UNISSUED PREFERRED SHARES SERIES
2, AND (II) TO CHANGE THE CORPORATION'S NAME TO
TECK RESOURCES LIMITED/ RESSOURCES TECK LIMITEE.
WILMINGTON TRUST CORPORATION
SECURITY 971807102 MEETING TYPE Annual
TICKER SYMBOL WL MEETING DATE 22-Apr-2009
ISIN US9718071023 AGENDA 933017368 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 TED T. CECALA For For
2 THOMAS L. DU PONT For For
3 DONALD E. FOLEY For For
02 APPROVAL OF 2009 EXECUTIVE INCENTIVE PLAN Management For For
03 APPROVAL OF 2009 LONG-TERM INCENTIVE PLAN Management Against Against
04 APPROVAL OF EXECUTIVE COMPENSATION Management For For
ENERGEN CORPORATION
SECURITY 29265N108 MEETING TYPE Annual
TICKER SYMBOL EGN MEETING DATE 22-Apr-2009
ISIN US29265N1081 AGENDA 933022927 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JUDY M. MERRITT For For
2 STEPHEN A. SNIDER For For
3 GARY C. YOUNGBLOOD For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 40
GROUPE DANONE, PARIS
SECURITY F12033134 MEETING TYPE MIX
TICKER SYMBOL GPDNF.PK MEETING DATE 23-Apr-2009
ISIN FR0000120644 AGENDA 701837823 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card dir-ectly to the sub custodian. Please contact your
Client Service Representative-to obtain the necessary card,
account details and directions. The followin-g applies to Non-
Resident Shareowners: Proxy Cards: Voting instructions will-be
forwarded to the Global Custodians that have become Registered
Intermediar-ies, on the Vote Deadline Date. In capacity as
Registered Intermediary, the Gl-obal Custodian will sign the Proxy
Card and forward to the local custodian. If-you are unsure whether
your Global Custodian acts as Registered Intermediary,-please
contact your representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
O.1 Approve the financial statements and statutory reports Management For For
O.2 Approve the consolidated financial statements and statutory Management For For
reports
O.3 Approve the allocation of income and dividends of EUR 1.20 per Management For For
share
O.4 Approve the stock dividend program Management For For
O.5 Receive the Auditors' special report regarding related-party Management For For
transactions
O.6 Reelect Mr. Richard Goblet D'Alviella as a Director Management For For
O.7 Re-elect Mr. Christian Laubie as a Director Management For For
O.8 Re-elect Mr. Jean Laurent as a Director Management For For
O.9 Re-elect Mr. Hakan Mogren as a Director Management For For
O.10 Re-elect Mr. Benoit Potier as a Director Management For For
O.11 Elect MR. Guylaine Saucier as a Director Management For For
O.12 Approve the remuneration of the Directors in the aggregate Management For For
amount of EUR 600,000
O.13 Grant authority for the repurchase of up to 10% of issued share Management For For
capital
O.14 Approve the creation of the Danone Eco-Systeme Fund Management For For
E.15 Approve to change the Company name to Danone Management For For
E.16 Amend the Article 7 of Bylaws regarding: auhtorize the share Management For For
capital increase
E.17 Amend the Articles 10 of Association Regarding: shareholders Management For For
identification
E.18 Amend the Article 18 of Bylaws regarding: attendance to Board Management For For
meetings through videoconference and telecommunication
E.19 Amend the Article 22 of Bylaws regarding: Record Date Management For For
E.20 Amend the Article 26 of Bylaws regarding: electronic voting Management For For
E.21 Amend the Article 27 of Bylaws regarding: authorize the Board for Management For For
the issuance of bonds
E.22 Amend the Articles 27 and 28 of Association regarding: quorum Management For For
requirements for ordinary and extraordinary general meetings
E.23 Grant authority for the issuance of equity or equity-linked Management For For
securities with preemptive rights up to aggregate nominal amount
of EUR 45 million
E.24 Grant authority for the issuance of equity or equity-linked Management For For
securities without preemptive rights up to aggregate nominal
amount of EUR 30 Million
E.25 Authorize the Board to increase capital in the event of additional Management For For
demand related to delegations submitted to shareholder vote
above
E.26 Grant authority for the capital increase of up to EUR 25 million for Management For For
future exchange offers
E.27 Grant authority for the capital increase of up to 10 % of issued Management For For
capital for future acquisitions
E.28 Grant authority for the capitalization of reserves of up to EUR 33 Management For For
million for bonus issue or increase in par value
E.29 Approve the Employee Stock Purchase Plan Management For For
E.30 Grant authority up to 6 million shares for use in stock option plan Management For For
E.31 Grant authority up to 2 million shares for use in restricted stock Management For For
plan
E.32 Approve the reduction in share capital via cancellation of Management For For
repurchased shares
E.33 Grant authority for the filing of required documents/other Management For For
formalities
BOUYGUES, PARIS
SECURITY F11487125 MEETING TYPE Annual General Meeting
TICKER SYMBOL EN.PA MEETING DATE 23-Apr-2009
ISIN FR0000120503 AGENDA 701838457 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
PLEASE NOTE THAT THIS IS A MIX MEETING. THANK YOU. Non-Voting
French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card dir-ectly to the sub custodian. Please contact your
Client Service Representative-to obtain the necessary card,
account details and directions. The followin-g applies to Non-
Resident Shareowners: Proxy Cards: Voting instructions will-be
forwarded to the Global Custodians that have become Registered
Intermediar-ies, on the Vote Deadline Date. In capacity as
Registered Intermediary, the Gl-obal Custodian will sign the Proxy
Card and forward to the local custodian. If-you are unsure whether
your Global Custodian acts as Registered Intermediary,-please
contact your representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
O.1 Approve the financial statements and statutory reports Management For For
O.2 Approve the accept consolidated financial statements and Management For For
statutory reports
O.3 Approve the allocation of income and dividends of EUR 1.60 per Management For For
share
O.4 Receive the Auditors special report regarding related party Management For For
transactions
O.5 Re-elect Mr. Martin Bouygues as a Director Management For For
O.6 Re-elect Mr. Francis Bouygues as a Director Management For For
O.7 Re-elect Mr. Pierre Barberis as a Director Management For For
O.8 Re-elect Mr. Francois Bertiere as a Director Management For For
O.9 Re-elect Mr. Georges Chodron De Courcel as a Director Management For For
O.10 Re-appoint Ernst and Young audit as the Auditor Management For For
O.11 Appoint Auditex as the Alternate Autditor Management For For
O.12 Grant authority for the repurchase of up to 10% of issued share Management For For
capital
E.13 Approve the reduction in share capital via cancellation of Management For For
repurchased shares
E.14 Grant authority for the issuance of equity or equity linked Management For For
securities with preemptive rights up to aggregate nominal amount
of EUR 150 million
E.15 Grant authority for the capitalization of reserves of up to EUR 4 Management For For
billion for bond issue or increase in par value
E.16 Grant authority for the issuance of equity or equity-linked Management For For
securities without preemptive rights up to aggregate nominal
amount of EUR 150 million
E.17 Authorize the Board to increase capital in the event of additional Management For For
demand related to delegation submitted to shareholders vote
under items 14 and 16
E.18 Authorize the Board to set issue price for 10% of issued capital Management For For
per year pursuant to issue authority without preemptive rights
E.19 Grant authority for the capital increase up to 10% of issued capital Management For For
for future acquisitions
E.20 Grant authority for the capital increase up to aggregate nominal Management For For
amount of EUR 150 million for future exchange offers
E.21 Approve the employee Stock Purchase Plan Management For For
E.22 Grant authority for the issuance of equity upon conversion of a Management For For
subsidiary equity-linked securities up to EUR 150 million
E.23 Approve the issuance of securities convertible into debt up to an Management For For
aggregate amount of EUR 5 billion
E.24 Authorize the Board to issue free warrants with preemptive rights Management For For
during a public tender offer
E.25 Approve to allow the Board to use all outstanding capital Management For For
authorizations in the event of a public tender
E.26 Grant authority for filing of required documents/other formalities Management For For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 41
THE EMPIRE DISTRICT ELECTRIC COMPANY
SECURITY 291641108 MEETING TYPE Annual
TICKER SYMBOL EDE MEETING DATE 23-Apr-2009
ISIN US2916411083 AGENDA 933003434 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 D. RANDY LANEY For For
2 BONNIE C. LIND For For
3 B. THOMAS MUELLER For For
4 PAUL R. PORTNEY For For
2 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS EMPIRE'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
OLIN CORPORATION
SECURITY 680665205 MEETING TYPE Annual
TICKER SYMBOL OLN MEETING DATE 23-Apr-2009
ISIN US6806652052 AGENDA 933006391 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 GRAY G. BENOIST For For
2 DONALD W. BOGUS For For
3 JOHN M.B. O'CONNOR For For
4 PHILIP J. SCHULZ For For
5 VINCENT J. SMITH For For
02 APPROVAL OF THE 2009 LONG TERM INCENTIVE PLAN Management Against Against
03 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
NICOR INC.
SECURITY 654086107 MEETING TYPE Annual
TICKER SYMBOL GAS MEETING DATE 23-Apr-2009
ISIN US6540861076 AGENDA 933006428 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 R.M. BEAVERS, JR. For For
2 B.P. BICKNER For For
3 J.H. BIRDSALL, III For For
4 N.R BOBINS For For
5 B.J. GAINES For For
6 R.A. JEAN For For
7 D.J. KELLER For For
8 R.E. MARTIN For For
9 G.R. NELSON For For
10 A.J. OLIVERA For For
11 J. RAU For For
12 J.C. STALEY For For
13 R.M. STROBEL For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS NICOR'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 42
EDISON INTERNATIONAL
SECURITY 281020107 MEETING TYPE Annual
TICKER SYMBOL EIX MEETING DATE 23-Apr-2009
ISIN US2810201077 AGENDA 933007747 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 VANESSA C.L. CHANG For For
2 FRANCE A. CORDOVA For For
3 THEODORE F. CRAVER, JR. For For
4 CHARLES B. CURTIS For For
5 BRADFORD M. FREEMAN For For
6 LUIS G. NOGALES For For
7 RONALD L. OLSON For For
8 JAMES M. ROSSER For For
9 R.T. SCHLOSBERG III For For
10 THOMAS C. SUTTON For For
11 BRETT WHITE For For
02 RATIFICATION OF THE APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009.
03 MANAGEMENT PROPOSAL TO APPROVE AN AMENDMENT Management Against Against
TO THE EDISON INTERNATIONAL 2007 PERFORMANCE
INCENTIVE PLAN.
04 SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER Shareholder Against For
SAY ON EXECUTIVE PAY.
DIEBOLD, INCORPORATED
SECURITY 253651103 MEETING TYPE Annual
TICKER SYMBOL DBD MEETING DATE 23-Apr-2009
ISIN US2536511031 AGENDA 933007886 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 PHILLIP R. COX For For
2 RICHARD L. CRANDALL For For
3 GALE S. FITZGERALD For For
4 PHILLIP B. LASSITER For For
5 JOHN N. LAUER For For
6 ERIC J. ROORDA For For
7 THOMAS W. SWIDARSKI For For
8 HENRY D.G. WALLACE For For
9 ALAN J. WEBER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR 2009.
03 TO APPROVE THE COMPANY'S AMENDED AND RESTATED Management Abstain Against
1991 EQUITY AND PERFORMANCE INCENTIVE PLAN.
CAPITAL ONE FINANCIAL CORPORATION
SECURITY 14040H105 MEETING TYPE Annual
TICKER SYMBOL COF MEETING DATE 23-Apr-2009
ISIN US14040H1059 AGENDA 933008371 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: RICHARD D. FAIRBANK Management For For
1B ELECTION OF DIRECTOR: E.R. CAMPBELL Management For For
1C ELECTION OF DIRECTOR: BRADFORD H. WARNER Management For For
1D ELECTION OF DIRECTOR: STANLEY WESTREICH Management For For
02 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS OF THE CORPORATION FOR
2009.
03 APPROVAL AND ADOPTION OF CAPITAL ONE'S SECOND Management Against Against
AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN.
04 ADVISORY APPROVAL OF CAPITAL ONE'S NAMED Management For For
EXECUTIVE OFFICER COMPENSATION.
JOHNSON & JOHNSON
SECURITY 478160104 MEETING TYPE Annual
TICKER SYMBOL JNJ MEETING DATE 23-Apr-2009
ISIN US4781601046 AGENDA 933008523 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: MARY SUE COLEMAN Management For For
1B ELECTION OF DIRECTOR: JAMES G. CULLEN Management For For
1C ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS Management For For
1D ELECTION OF DIRECTOR: ARNOLD G. LANGBO Management For For
1E ELECTION OF DIRECTOR: SUSAN L. LINDQUIST Management For For
1F ELECTION OF DIRECTOR: LEO F. MULLIN Management For For
1G ELECTION OF DIRECTOR: WILLIAM D. PEREZ Management For For
1H ELECTION OF DIRECTOR: CHARLES PRINCE Management For For
1I ELECTION OF DIRECTOR: DAVID SATCHER Management For For
1J ELECTION OF DIRECTOR: WILLIAM C. WELDON Management For For
02 RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION POLICIES Shareholder Against For
AND DISCLOSURE
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 43
TAKE-TWO INTERACTIVE SOFTWARE, INC.
SECURITY 874054109 MEETING TYPE Annual
TICKER SYMBOL TTWO MEETING DATE 23-Apr-2009
ISIN US8740541094 AGENDA 933008698 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 BEN FEDER For For
2 STRAUSS ZELNICK For For
3 ROBERT A. BOWMAN For For
4 GROVER C. BROWN For For
5 MICHAEL DORNEMANN For For
6 JOHN F. LEVY For For
7 J MOSES For For
8 MICHAEL SHERESKY For For
02 APPROVAL OF THE ADOPTION OF THE TAKE-TWO Management Against Against
INTERACTIVE SOFTWARE, INC. 2009 STOCK INCENTIVE
PLAN.
03 APPROVAL OF AN AMENDMENT TO THE RESTATED Management For For
CERTIFICATE OF INCORPORATION OF THE COMPANY TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 100 MILLION TO 150 MILLION.
04 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
OCTOBER 31, 2009. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST" PROPOSAL 5.
05 A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED Shareholder Against For
AT THE ANNUAL MEETING.
BAKER HUGHES INCORPORATED
SECURITY 057224107 MEETING TYPE Annual
TICKER SYMBOL BHI MEETING DATE 23-Apr-2009
ISIN US0572241075 AGENDA 933010491 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 LARRY D. BRADY For For
2 CLARENCE P. CAZALOT, JR For For
3 CHAD C. DEATON For For
4 EDWARD P. DJEREJIAN For For
5 ANTHONY G. FERNANDES For For
6 CLAIRE W. GARGALLI For For
7 PIERRE H. JUNGELS For For
8 JAMES A. LASH For For
9 J. LARRY NICHOLS For For
10 H. JOHN RILEY, JR. For For
11 CHARLES L. WATSON For For
02 RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2009.
03 PROPOSAL TO APPROVE THE AMENDMENT TO THE BAKER Management For For
HUGHES INCORPORATED EMPLOYEE STOCK PURCHASE
PLAN.
04 STOCKHOLDER PROPOSAL NO. 1 REGARDING CALLING Shareholder Against For
SPECIAL SHAREOWNERS MEETINGS.
PFIZER INC.
SECURITY 717081103 MEETING TYPE Annual
TICKER SYMBOL PFE MEETING DATE 23-Apr-2009
ISIN US7170811035 AGENDA 933011176 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: DENNIS A. AUSIELLO Management For For
1B ELECTION OF DIRECTOR: MICHAEL S. BROWN Management For For
1C ELECTION OF DIRECTOR: M. ANTHONY BURNS Management For For
1D ELECTION OF DIRECTOR: ROBERT N. BURT Management For For
1E ELECTION OF DIRECTOR: W. DON CORNWELL Management For For
1F ELECTION OF DIRECTOR: WILLIAM H. GRAY, III Management For For
1G ELECTION OF DIRECTOR: CONSTANCE J. HORNER Management For For
1H ELECTION OF DIRECTOR: JAMES M. KILTS Management For For
1I ELECTION OF DIRECTOR: JEFFREY B. KINDLER Management For For
1J ELECTION OF DIRECTOR: GEORGE A. LORCH Management For For
1K ELECTION OF DIRECTOR: DANA G. MEAD Management For For
1L ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Management For For
1M ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For
1N ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR. Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009.
03 PROPOSAL TO APPROVE THE PFIZER INC. 2004 STOCK Management Against Against
PLAN, AS AMENDED AND RESTATED.
04 SHAREHOLDER PROPOSAL REGARDING STOCK OPTIONS. Shareholder Against For
05 SHAREHOLDER PROPOSAL REGARDING ADVISORY VOTE Shareholder Against For
ON EXECUTIVE COMPENSATION.
06 SHAREHOLDER PROPOSAL REGARDING CUMULATIVE Shareholder Against For
VOTING.
07 SHAREHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
SHAREHOLDER MEETINGS.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 44
SOUTH JERSEY INDUSTRIES, INC.
SECURITY 838518108 MEETING TYPE Annual
TICKER SYMBOL SJI MEETING DATE 23-Apr-2009
ISIN US8385181081 AGENDA 933014057 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 WALTER M. HIGGINS** For For
2 JOSEPH H. PETROWSKI** For For
3 S.M. BILLINGS, PH.D.* For For
4 THOMAS A. BRACKEN* For For
5 S. HARTNETT-DEVLIN CFA* For For
02 TO APPROVE A PROPOSAL TO AMEND THE COMPANY'S Management For For
CERTIFICATE OF INCORPORATION TO REQUIRE THE
ANNUAL ELECTION OF EACH DIRECTOR.
03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009.
WEBSTER FINANCIAL CORPORATION
SECURITY 947890109 MEETING TYPE Annual
TICKER SYMBOL WBS MEETING DATE 23-Apr-2009
ISIN US9478901096 AGENDA 933020985 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 ROBERT A. FINKENZELLER For For
2 LAURENCE C. MORSE For For
3 MARK PETTIE For For
02 TO RATIFY THE APPOINTMENT BY THE BOARD OF Management For For
DIRECTORS OF ERNST & YOUNG LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
WEBSTER FINANCIAL CORPORATION FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2009 (PROPOSAL 2).
03 TO APPROVE AN ADVISORY PROPOSAL ON WEBSTER'S Management For For
EXECUTIVE COMPENSATION PHILOSOPHY, POLICIES AND
PROCEDURES (PROPOSAL 3).
ARCH COAL, INC.
SECURITY 039380100 MEETING TYPE Annual
TICKER SYMBOL ACI MEETING DATE 23-Apr-2009
ISIN US0393801008 AGENDA 933026634 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 FRANK M. BURKE For For
2 PATRICIA F. GODLEY For For
3 THOMAS A. LOCKHART For For
4 WESLEY M. TAYLOR For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
PUBLIC ACCOUNTING FIRM
OWENS-ILLINOIS, INC.
SECURITY 690768403 MEETING TYPE Annual
TICKER SYMBOL OI MEETING DATE 23-Apr-2009
ISIN US6907684038 AGENDA 933028361 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 GARY F. COLTER For For
2 DAVID H.Y. HO For For
3 CORBIN A. MCNEILL, JR. For For
4 HELGE H. WEHMEIER For For
02 RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009.
03 APPROVE THE SECOND RESTATED CERTIFICATE OF Management For For
INCORPORATION INCREASING THE MAXIMUM AUTHORIZED
NUMBER OF DIRECTORS FROM ELEVEN TO TWELVE.
04 APPROVE THE AMENDMENT AND RESTATEMENT OF THE Management For For
COMPANY'S 2005 INCENTIVE AWARD PLAN WHICH, AMONG
OTHER THINGS, INCREASES THE NUMBER OF SHARES
AVAILABLE UNDER SUCH PLAN BY 9,000,000, EXTENDS THE
TERM OF THE PLAN UNTIL MARCH 2019 AND CONTINUES
TO ALLOW GRANTS UNDER THE PLAN TO QUALIFY AS
PERFORMANCE BASED FOR PURPOSES OF IRC SECTION
162(M).
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 45
AT&T INC.
SECURITY 00206R102 MEETING TYPE Annual
TICKER SYMBOL T MEETING DATE 24-Apr-2009
ISIN US00206R1023 AGENDA 933004195 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: RANDALL L. STEPHENSON Management For For
1B ELECTION OF DIRECTOR: WILLIAM F. ALDINGER III Management For For
1C ELECTION OF DIRECTOR: GILBERT F. AMELIO Management For For
1D ELECTION OF DIRECTOR: REUBEN V. ANDERSON Management For For
1E ELECTION OF DIRECTOR: JAMES H. BLANCHARD Management For For
1F ELECTION OF DIRECTOR: AUGUST A. BUSCH III Management For For
1G ELECTION OF DIRECTOR: JAIME CHICO PARDO Management For For
1H ELECTION OF DIRECTOR: JAMES P. KELLY Management For For
1I ELECTION OF DIRECTOR: JON C. MADONNA Management For For
1J ELECTION OF DIRECTOR: LYNN M. MARTIN Management For For
1K ELECTION OF DIRECTOR: JOHN B. MCCOY Management For For
1L ELECTION OF DIRECTOR: MARY S. METZ Management For For
1M ELECTION OF DIRECTOR: JOYCE M. ROCHE Management For For
1N ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Management For For
1O ELECTION OF DIRECTOR: PATRICIA P. UPTON Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
AUDITORS.
03 AMENDMENT TO INCREASE AUTHORIZED SHARES. Management For For
04 REPORT ON POLITICAL CONTRIBUTIONS. Shareholder Against For
05 SPECIAL STOCKHOLDER MEETINGS. Shareholder Against For
06 CUMULATIVE VOTING. Shareholder Against For
07 BYLAW REQUIRING INDEPENDENT CHAIRMAN. Shareholder Against For
08 ADVISORY VOTE ON COMPENSATION. Shareholder Against For
09 PENSION CREDIT POLICY. Shareholder Against For
KELLOGG COMPANY
SECURITY 487836108 MEETING TYPE Annual
TICKER SYMBOL K MEETING DATE 24-Apr-2009
ISIN US4878361082 AGENDA 933005072 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JOHN T. DILLON For For
2 JAMES M. JENNESS For For
3 DONALD R. KNAUSS For For
4 ROBERT A. STEELE For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS KELLOGG'S
INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2009
03 APPROVAL OF THE KELLOGG COMPANY 2009 LONG-TERM Management Against Against
INCENTIVE PLAN
04 APPROVAL OF THE KELLOGG COMPANY 2009 NON- Management Against Against
EMPLOYEE DIRECTOR STOCK PLAN
05 ENACT A MAJORITY VOTE REQUIREMENT FOR THE Shareholder Against For
ELECTION OF DIRECTORS
06 ELECT EACH DIRECTOR ANNUALLY Shareholder Against For
OWENS & MINOR, INC.
SECURITY 690732102 MEETING TYPE Annual
TICKER SYMBOL OMI MEETING DATE 24-Apr-2009
ISIN US6907321029 AGENDA 933008751 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 JOHN T. CROTTY For For
2 RICHARD E. FOGG For For
3 JAMES E. ROGERS For For
4 JAMES E. UKROP For For
2 RATIFICATION OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
2009
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 46
GATX CORPORATION
SECURITY 361448103 MEETING TYPE Annual
TICKER SYMBOL GMT MEETING DATE 24-Apr-2009
ISIN US3614481030 AGENDA 933010263 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 ANNE L. ARVIA For For
2 RICHARD FAIRBANKS For For
3 DEBORAH M. FRETZ For For
4 ERNST A. HABERLI For For
5 BRIAN A. KENNEY For For
6 MARK G. MCGRATH For For
7 JAMES B. REAM For For
8 DAVID S. SUTHERLAND For For
9 CASEY J. SYLLA For For
02 TO APPROVE THE "PERFORMANCE-BASED" Management For For
COMPENSATION PROVISIONS OF THE GATX CORPORATION
2004 EQUITY INCENTIVE COMPENSATION PLAN TO COMPLY
WITH THE REQUIREMENTS OF SECTION 162(M) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED.
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR GATX CORPORATION IN 2009.
GATX CORPORATION
SECURITY 361448202 MEETING TYPE Annual
TICKER SYMBOL GMTPR MEETING DATE 24-Apr-2009
ISIN US3614482020 AGENDA 933010263 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 ANNE L. ARVIA For For
2 RICHARD FAIRBANKS For For
3 DEBORAH M. FRETZ For For
4 ERNST A. HABERLI For For
5 BRIAN A. KENNEY For For
6 MARK G. MCGRATH For For
7 JAMES B. REAM For For
8 DAVID S. SUTHERLAND For For
9 CASEY J. SYLLA For For
02 TO APPROVE THE "PERFORMANCE-BASED" Management For For
COMPENSATION PROVISIONS OF THE GATX CORPORATION
2004 EQUITY INCENTIVE COMPENSATION PLAN TO COMPLY
WITH THE REQUIREMENTS OF SECTION 162(M) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED.
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR GATX CORPORATION IN 2009.
FERRO CORPORATION
SECURITY 315405100 MEETING TYPE Annual
TICKER SYMBOL FOE MEETING DATE 24-Apr-2009
ISIN US3154051003 AGENDA 933019576 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JENNIE S. HWANG, PH.D. For For
2 JAMES F. KIRSCH For For
3 WILLIAM J. SHARP For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTANT
HERA SPA, BOLOGNA
SECURITY T5250M106 MEETING TYPE MIX
TICKER SYMBOL HRASF.PK MEETING DATE 27-Apr-2009
ISIN IT0001250932 AGENDA 701859146 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON 28
APR 2009. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT Y-OUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
THE MEETING IS CANCELLED-. THANK YOU.
A.1 Approve the balance sheet as of 31 DEC 2008, report on Management No Action
management, proposal of profits allocation and Board of Auditors
report, related and consequential resolutions
A.2 Approve the renewal of the authorization to purchase own shares Management No Action
and terms of disposal of them, consequential resolutions
E.1 Approve the merger project by incorporation of Gastecnica Management No Action
Galliera Srl into Hera Spa
E.2 Approve the merger project by incorporation of Hera Rete Management No Action
Moderna SRL into Hera SPA
E.3 Amend Article 7 and 17 of the Corporate bylaws Management No Action
E.4 Amend the Article 4, 16, 18 and 26 of the Corporate bylaws Management No Action
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 47
ENEL ENTE NAZIONALE PER L'ENERGIA ELETTRICA SPA, R
SECURITY T3679P115 MEETING TYPE MIX
TICKER SYMBOL ENEL.MI MEETING DATE 27-Apr-2009
ISIN IT0003128367 AGENDA 701867876 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON 28
APR 2009 AND THIRD CALL 29 APR 2009. CONSEQUENTLY,
YOUR VOTING-INSTRUCTIONS WILL REMAIN VALID FOR ALL
CALLS UNLESS THE AGENDA IS AMENDED. PL-EASE BE
ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED
UNTIL THE QUORUM IS MET-OR THE MEETING IS
CANCELLED. THANK YOU.
O.1 Approve the financial statement at 31 DEC 2008 Board of Management No Action
Directors, the Auditors and Audit Firm report; any adjournment
thereof; consolidated financial statement at 31 DEC 2008
O.2 Approve the allocation of profits and of available reserves Management No Action
E.3 Authorize the Board of Directors, under the provisions of Article Management No Action
2443 civil code, to resolve, on 1 or more occasions, to increase in
share capital up to maximum amount of EUR 8 bilions; any
adjournment thereof; and amend the Article 5 of Corporate By
Laws
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF THIRD CALL. IF YOU HAVE-ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DE-CIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
HONEYWELL INTERNATIONAL INC.
SECURITY 438516106 MEETING TYPE Annual
TICKER SYMBOL HON MEETING DATE 27-Apr-2009
ISIN US4385161066 AGENDA 933006276 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: GORDON M. BETHUNE Management For For
1B ELECTION OF DIRECTOR: JAIME CHICO PARDO Management For For
1C ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1D ELECTION OF DIRECTOR: D. SCOTT DAVIS Management For For
1E ELECTION OF DIRECTOR: LINNET F. DEILY Management For For
1F ELECTION OF DIRECTOR: CLIVE R. HOLLICK Management For For
1G ELECTION OF DIRECTOR: GEORGE PAZ Management For For
1H ELECTION OF DIRECTOR: BRADLEY T. SHEARES Management For For
1I ELECTION OF DIRECTOR: JOHN R. STAFFORD Management For For
1J ELECTION OF DIRECTOR: MICHAEL W. WRIGHT Management For For
02 APPROVAL OF INDEPENDENT ACCOUNTANTS Management For For
03 CUMULATIVE VOTING Shareholder Against For
04 PRINCIPLES FOR HEALTH CARE REFORM Shareholder Against For
05 EXECUTIVE COMPENSATION ADVISORY VOTE Shareholder Against For
06 TAX GROSS-UP PAYMENTS Shareholder Against For
07 SPECIAL SHAREOWNER MEETINGS Shareholder Against For
AMERICAN EXPRESS COMPANY
SECURITY 025816109 MEETING TYPE Annual
TICKER SYMBOL AXP MEETING DATE 27-Apr-2009
ISIN US0258161092 AGENDA 933007595 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: D.F. AKERSON Management For For
1B ELECTION OF DIRECTOR: C. BARSHEFSKY Management For For
1C ELECTION OF DIRECTOR: U.M. BURNS Management For For
1D ELECTION OF DIRECTOR: K.I. CHENAULT Management For For
1E ELECTION OF DIRECTOR: P. CHERNIN Management For For
1F ELECTION OF DIRECTOR: J. LESCHLY Management For For
1G ELECTION OF DIRECTOR: R.C. LEVIN Management For For
1H ELECTION OF DIRECTOR: R.A. MCGINN Management For For
1I ELECTION OF DIRECTOR: E.D. MILLER Management For For
1J ELECTION OF DIRECTOR: S.S REINEMUND Management For For
1K ELECTION OF DIRECTOR: R.D. WALTER Management For For
1L ELECTION OF DIRECTOR: R.A. WILLIAMS Management For For
02 RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
03 ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE Management For For
COMPENSATION.
04 SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE Shareholder Against For
VOTING FOR DIRECTORS.
05 SHAREHOLDER PROPOSAL RELATING TO THE CALLING OF Shareholder Against For
SPECIAL SHAREHOLDER MEETINGS.
COOPER INDUSTRIES, LTD.
SECURITY G24182100 MEETING TYPE Annual
TICKER SYMBOL CBE MEETING DATE 27-Apr-2009
ISIN BMG241821005 AGENDA 933011102 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 IVOR J. EVANS For For
2 KIRK S. HACHIGIAN For For
3 LAWRENCE D. KINGSLEY For For
4 JAMES R. WILSON For For
02 APPOINT ERNST & YOUNG LLP AS OUR INDEPENDENT Management For For
AUDITORS FOR THE YEAR ENDING 12/31/2009.
03 SHAREHOLDER PROPOSAL REQUESTING COOPER TO Shareholder Against For
IMPLEMENT A CODE OF CONDUCT BASED ON
INTERNATIONAL LABOR ORGANIZATION HUMAN RIGHTS
STANDARDS.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 48
THE BOEING COMPANY
SECURITY 097023105 MEETING TYPE Annual
TICKER SYMBOL BA MEETING DATE 27-Apr-2009
ISIN US0970231058 AGENDA 933012356 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: JOHN H. BIGGS Management For For
1B ELECTION OF DIRECTOR: JOHN E. BRYSON Management For For
1C ELECTION OF DIRECTOR: ARTHUR D. COLLINS, JR. Management For For
1D ELECTION OF DIRECTOR: LINDA Z. COOK Management For For
1E ELECTION OF DIRECTOR: WILLIAM M. DALEY Management For For
1F ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Management For For
1G ELECTION OF DIRECTOR: JOHN F. MCDONNELL Management For For
1H ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. Management For For
1I ELECTION OF DIRECTOR: MIKE S. ZAFIROVSKI Management For For
02 AMENDMENT TO THE BOEING COMPANY 2003 INCENTIVE Management Against Against
STOCK PLAN.
03 ADVISORY VOTE ON APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT AUDITOR.
04 ADOPT CUMULATIVE VOTING. Shareholder Against For
05 REQUIRE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER Shareholder Against For
COMPENSATION.
06 ADOPT HEALTH CARE PRINCIPLES. Shareholder Against For
07 PREPARE A REPORT ON FOREIGN MILITARY SALES. Shareholder Against For
08 REQUIRE AN INDEPENDENT LEAD DIRECTOR. Shareholder Against For
09 REQUIRE SHAREHOLDER APPROVAL OF FUTURE Shareholder Against For
SEVERANCE ARRANGEMENTS.
10 REQUIRE DISCLOSURE OF POLITICAL CONTRIBUTIONS. Shareholder Against For
IL SOLE 24 ORE SPA, MILANO
SECURITY T52689105 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL S24.MI MEETING DATE 28-Apr-2009
ISIN IT0004269723 AGENDA 701864200 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1. Approve the balance sheet as of 31 DEC 2008; the Board of Management No Action
Directors, Board of Auditors and Auditing Company's reports,
related and consequent resolutions
2. Approve the integration of the Board of Directors in accordance Management No Action
with article 2386, first paragraph, of the Civil Code and appoint 2
Directors
3. Approve the integration of the Board of Auditors in accordance Management No Action
with article 2401, first paragraph of the Civil Code and appoint the
Board of Auditors Chairman, related and consequent solutions
4. Approve the postponement of the authorization to the disposal of Management No Action
own shares Ex. Article 2357 TER of the Civil Code
ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU
SECURITY X9819B101 MEETING TYPE Annual General Meeting
TICKER SYMBOL ZON.LS MEETING DATE 28-Apr-2009
ISIN PTZON0AM0006 AGENDA 701867802 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting
1. Approve the Management report, balance sheet and accounts, Management No Action
individual and consolidated, and Corporate Governance report, for
the year 2008
2. Approve the application and distribution of profits and reserves Management No Action
3. Approve the general appraisal of the Company's Management Management No Action
and the Supervision
4. Appoint the Member of the Board of Directors Management No Action
5. Approve the acquisition and disposal of own shares Management No Action
6. Approve to appreciate the Compensation Committee statement on Management No Action
the remuneration policy of the Members of the Board of Directors
and the Audit Committee
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 49
SWEDISH MATCH AB, STOCKHOLM
SECURITY W92277115 MEETING TYPE Annual General Meeting
TICKER SYMBOL SWM.DE MEETING DATE 28-Apr-2009
ISIN SE0000310336 AGENDA 701893871 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVI-DE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR
VOTE TO BE LODGED
PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting
ACCEPT ABSTAIN AS A VALID VO-TE OPTION. THANK YOU.
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 540594 DUE TO CHANGE IN VO-TING STATUS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
1. Opening of the Meeting and election of Mr. Claes Beyer as the Non-Voting
Chairman of the-Meeting
2. Preparation and approval of the voting list Non-Voting
3. Election of one or two persons, to verify the minutes Non-Voting
4. Determination of whether the meeting has been duly convened Non-Voting
5. Approval of the agenda Non-Voting
6. Presentation of the annual report and the Auditors' report, the Non-Voting
consolidated f-inancial statements and the Auditors' report on the
consolidated financial sta-tements for 2008, the Auditors'
statement regarding compliance with the princi-ples for
determination of remuneration to senior executives as well as the
Boa-rd of Directors' motion regarding the allocation of profit and
explanatory sta-tements; in connection therewith, the President's
address and the Board of Dir-ectors' report regarding its work and
the work and function of the Compensatio-n Committee and the
Audit Committee
7. Adopt the income statement and balance sheet and the Management For For
consolidated income statement and consolidated balance sheet
8. Approve that a dividend be paid to the shareholders in the amount Management For For
of SEK 4.10 per share and the remaining profits be carried
forward, minus the funds that may be utilized for a bonus issue,
provided that the 2009 AGM passes a resolution in accordance
with a reduction of the share capital pursuant to Resolution 10.A,
as well as a resolution concerning a bonus issue pursuant to
Resolution 10.B; the record date for entitlement to receive a cash
dividend is 04 MAY 2009; the dividend is expected to be paid
through Euroclear Sweden AB [formerly VPC AB] on 07 MAY
2009
9. Grant discharge, from liability, to the Board Members and the Management For For
President
10.A Approve to reduce the Company's share capital of SEK Management For For
6,110,045.76 by means of the withdrawal of 4,000,000 shares in
the Company; the shares in the Company proposed for withdrawal
have been repurchased by the Company in accordance with the
authorization granted by the general meeting of the Company and
the reduced amount be allocated to a fund for use in repurchasing
the Company's own shares
10.B Approve, upon passing of Resolution 10A, to increase in the Management For For
Company's share capital of SEK 6,110,045.76 through a transfer
from non-restricted shareholders' equity to the share capital
[bonus issue]; the share capital shall be increased without issuing
new shares
11. Authorize the Board of Directors to decide on the acquisition, on 1 Management For For
or more occasions prior to the next AGM, of a maximum of as
many shares as may be acquired without the Company's holding
at any time exceeding more than 10% of all shares in the
Company, for a maximum amount of SEK 3,000 million; the
shares shall be acquired on the NASDAQ OMX Nordic Exchange
in Stockholm Stock Exchange at a price within the price interval
registered at any given time, i.e. the interval between the highest
bid price and the lowest offer price
12. Adopt the specified principles for determination of remuneration Management For For
and other terms of employment for the President and other
Members of the Group Management team
13. Approve a Call Option Program for 2009 Management For For
14. Approve that the Company issue 1,720,000 call options to execute Management For For
the option program for 2008; that the Company, in a deviation
from the preferential rights of shareholders, be permitted to
transfer of 1,720,000 shares in the Company at a selling price of
SEK 141.24 per share in conjunction with a potential exercise of
the call options; the number of shares and the selling price of the
shares covered by the transfer resolution in accordance with this
item may be recalculated as a consequence of a bonus issue of
shares, a consolidation or split of shares, a new share issue, a
reduction in the share capital, or another similar measure
15. Approve to determine the number of Members of the Board of Management For For
Directors at 7, without Deputies
16. Approve that the Board of Directors be paid for the period until the Management For For
close of the next AGM as follows: the Chairman shall receive SEK
1,575,000 and the Deputy Chairman shall receive SEK 745,000
and the other Board Members elected by the meeting shall each
receive SEK 630,000 and, as compensation for committee work
carried out, be allocated SEK 230,000 to the Chairmen of the
Compensation Committee and the Audit Committee respectively
and SEK 115,000 respectively to the other Members of these
Committees although totaling no more than SEK 920,000; and
that Members of the Board employed by the Swedish Match
Group shall not receive any remuneration
17. Re-elect Messrs. Charles A. Blixt, Andrew Cripps, Karen Guerra, Management For For
Arne Jurbrant, Conny Karlsson, Kersti Strandqvist and Meg
Tiveus as the Members of the Board of Directors and Mr. Conny
Karlsson as the Chairman of the Board, and Mr. Andrew Cripps as
the Deputy Chairman
18. Amend the Articles of Association Management For For
19. Approve the procedure for appointing Members to the Nominating Management For For
Committee and the matter of remuneration for the Nominating
Committee, if any
20. Adopt the instructions for Swedish Match AB's Nominating Management For For
Committee which, in all essentials, are identical to those adopted
by the 2008 AGM
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 50
HYFLUX LTD
SECURITY Y3817K105 MEETING TYPE Annual General Meeting
TICKER SYMBOL HYFXF.PK MEETING DATE 28-Apr-2009
ISIN SG1J47889782 AGENDA 701895279 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1. Receive and adopt the Directors' report and the audited accounts Management For For
for the YE 31 DEC 2008 together with the Auditors' report thereon
2. Declare a first and final dividend of 3.43 Singapore cents per Management For For
ordinary share [1-tier tax exempt] for the YE 31 DEC 2008
3. Re-elect Mr. Teo Kiang Kok as a Director, who retires in Management For For
accordance with Article 89 of the Company's Articles of
Association
4. Re-elect Mr. Christopher Murugasu as a Director, who retires in Management For For
accordance with Article 89 of the Company's Articles of
Association
5. Approve the payment of Directors' fees of SGD 574,110 for the Management For For
YE 31 DEC 2008
6. Appoint Messrs. KPMG LLP as an External Auditors and authorize Management For For
the Directors to fix their remuneration
7. Authorize the Directors, pursuant to Section 161 of the Companies Management For For
Act, Chapter 50 and Rule 806 of the Listing Manual of the
Singapore Exchange Securities Trading Limited, to: a) i) issue
shares in the Company (shares) whether by way of rights, bonus
or otherwise; and/or ii) make or grant offers, agreements or
options (collectively, Instruments) that might or would require
shares to be issued, including but not limited to the creation and
issue of (as well as adjustments to) options, warrants, debentures
or other instruments convertible into shares, at any time and upon
such terms and conditions and for such purposes and to such
persons as the Directors may in their absolute discretion deem fit;
and b) (notwithstanding the authority conferred by this Resolution
may have ceased to be in force) issue shares in pursuance of any
Instrument made or granted by the Directors while this Resolution
was in force, provided that: 1) the aggregate number of shares
(including shares to be issued in pursuance of the Instrume
(unless such compliance has been waived by the Singapore
Exchange Securities Trading Limited) and the Articles of
Association of the Company; and [Authority shall continue in force
i) until the conclusion of the next AGM of the Company or the date
by which the next AGM of the Company is required by Law to be
held, whichever is earlier or ii) in the case of shares to be issued
in pursuance of the Instruments, made or granted pursuant to this
Resolution, until the issuance of such shares in accordance with
the terms of the Instruments]
8. Authorize the Directors, pursuant to Section 161 of the Companies Management Against Against
Act, Chapter 50, the to offer and grant options under the Hyflux
Employees' Share Option Scheme (Scheme) and to issue from
time to time such number of shares in the capital of the Company
as may be required to be issued pursuant to the exercise of
options granted by the Company under the Scheme, whether
granted during the subsistence of this authority or otherwise,
provided always that the aggregate number of additional ordinary
shares to be allotted and issued pursuant to the Scheme shall not
exceed 15% of the issued shares in the capital of the Company
from time to time and [Authority shall, unless revoked or varied by
the Company in a general meeting, continue in force until the
conclusion of the next AGM of the Company or the date by which
the next AGM of the Company is required by Law to be held,
whichever is the earlier]
9. Authorize the Directors of the Company to make purchases of Management For For
issued and fully-paid ordinary shares in the capital of the
Company from time to time (whether by way of market purchases
or off-market purchases on an equal access scheme) of up to
10% of the issued ordinary shares in the capital of the Company
(ascertained as at the date of the last AGM of the Company or at
the date of the EGM, whichever is the higher, but excluding any
shares held as treasury shares) at the price of up to but not
exceeding the Maximum Price as specified and in accordance
with the Guidelines on Share Purchase as specified and [Authority
expires until the conclusion of the next AGM of the Company is
held or is required by Law to be held]
Transact any other business Non-Voting
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 51
MERCK & CO., INC.
SECURITY 589331107 MEETING TYPE Annual
TICKER SYMBOL MRK MEETING DATE 28-Apr-2009
ISIN US5893311077 AGENDA 933007432 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: LESLIE A. BRUN Management For For
1B ELECTION OF DIRECTOR: THOMAS R. CECH, PH.D. Management For For
1C ELECTION OF DIRECTOR: RICHARD T. CLARK Management For For
1D ELECTION OF DIRECTOR: THOMAS H. GLOCER Management For For
1E ELECTION OF DIRECTOR: STEVEN F. GOLDSTONE Management For For
1F ELECTION OF DIRECTOR: WILLIAM B. HARRISON, JR. Management For For
1G ELECTION OF DIRECTOR: HARRY R. JACOBSON, M.D. Management For For
1H ELECTION OF DIRECTOR: WILLIAM N. KELLEY, M.D. Management For For
1I ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Management For For
1J ELECTION OF DIRECTOR: CARLOS E. REPRESAS Management For For
1K ELECTION OF DIRECTOR: THOMAS E. SHENK, PH.D. Management For For
1L ELECTION OF DIRECTOR: ANNE M. TATLOCK Management For For
1M ELECTION OF DIRECTOR: SAMUEL O. THIER, M.D. Management For For
1N ELECTION OF DIRECTOR: WENDELL P. WEEKS Management For For
1O ELECTION OF DIRECTOR: PETER C. WENDELL Management For For
02 RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009
03 PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF Management For For
INCORPORATION TO LIMIT THE SIZE OF THE BOARD TO NO
MORE THAN 18 DIRECTORS
04 STOCKHOLDER PROPOSAL CONCERNING SPECIAL Shareholder Against For
SHAREHOLDER MEETINGS
05 STOCKHOLDER PROPOSAL CONCERNING AN Shareholder Against For
INDEPENDENT LEAD DIRECTOR
06 STOCKHOLDER PROPOSAL CONCERNING AN ADVISORY Shareholder Against For
VOTE ON EXECUTIVE COMPENSATION
WELLS FARGO & COMPANY
SECURITY 949746101 MEETING TYPE Annual
TICKER SYMBOL WFC MEETING DATE 28-Apr-2009
ISIN US9497461015 AGENDA 933008422 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: JOHN D. BAKER II Management For For
1B ELECTION OF DIRECTOR: JOHN S. CHEN Management For For
1C ELECTION OF DIRECTOR: LLOYD H. DEAN Management For For
1D ELECTION OF DIRECTOR: SUSAN E. ENGEL Management For For
1E ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. Management For For
1F ELECTION OF DIRECTOR: DONALD M. JAMES Management For For
1G ELECTION OF DIRECTOR: ROBERT L. JOSS Management For For
1H ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH Management For For
1I ELECTION OF DIRECTOR: RICHARD D. MCCORMICK Management For For
1J ELECTION OF DIRECTOR: MACKEY J. MCDONALD Management For For
1K ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Management For For
1L ELECTION OF DIRECTOR: NICHOLAS G. MOORE Management For For
1M ELECTION OF DIRECTOR: PHILIP J. QUIGLEY Management For For
1N ELECTION OF DIRECTOR: DONALD B. RICE Management For For
1O ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Management For For
1P ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For
1Q ELECTION OF DIRECTOR: ROBERT K. STEEL Management For For
1R ELECTION OF DIRECTOR: JOHN G. STUMPF Management For For
1S ELECTION OF DIRECTOR: SUSAN G. SWENSON Management For For
02 PROPOSAL TO APPROVE A NON-BINDING ADVISORY Management For For
RESOLUTION REGARDING THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVES.
03 PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS FOR 2009.
04 PROPOSAL TO APPROVE AN AMENDMENT TO THE Management Against Against
COMPANY'S LONG-TERM INCENTIVE COMPENSATION PLAN.
05 STOCKHOLDER PROPOSAL REGARDING A BY-LAWS Shareholder Against For
AMENDMENT TO REQUIRE AN INDEPENDENT CHAIRMAN.
06 STOCKHOLDER PROPOSAL REGARDING A REPORT ON Shareholder Against For
POLITICAL CONTRIBUTIONS.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 52
AMEREN CORPORATION
SECURITY 023608102 MEETING TYPE Annual
TICKER SYMBOL AEE MEETING DATE 28-Apr-2009
ISIN US0236081024 AGENDA 933008701 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 STEPHEN F. BRAUER For For
2 SUSAN S. ELLIOTT For For
3 ELLEN M. FITZSIMMONS For For
4 WALTER J. GALVIN For For
5 GAYLE P.W. JACKSON For For
6 JAMES C. JOHNSON For For
7 CHARLES W. MUELLER For For
8 DOUGLAS R. OBERHELMAN For For
9 GARY L. RAINWATER For For
10 HARVEY SALIGMAN For For
11 PATRICK T. STOKES For For
12 THOMAS R. VOSS For For
13 JACK D. WOODARD For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 SHAREHOLDER PROPOSAL RELATING TO RELEASES FROM Shareholder Against For
THE CALLAWAY PLANT.
MARSHALL & ILSLEY CORPORATION
SECURITY 571837103 MEETING TYPE Annual
TICKER SYMBOL MI MEETING DATE 28-Apr-2009
ISIN US5718371033 AGENDA 933008713 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 ANDREW N. BAUR For For
2 JON F. CHAIT For For
3 JOHN W. DANIELS, JR. For For
4 MARK F. FURLONG For For
5 TED D. KELLNER For For
6 DENNIS J. KUESTER For For
7 DAVID J. LUBAR For For
8 KATHARINE C. LYALL For For
9 JOHN A. MELLOWES For For
10 SAN W. ORR, JR. For For
11 ROBERT J. O'TOOLE For For
12 PETER M. PLATTEN, III For For
13 JOHN S. SHIELY For For
14 GEORGE E. WARDEBERG For For
15 JAMES B. WIGDALE For For
2 PROPOSAL TO APPROVE THE MARSHALL & ILSLEY Management For For
CORPORATION 2009 EMPLOYEE STOCK PURCHASE PLAN
3 PROPOSAL TO APPROVE THE MARSHALL & ILSLEY Management Against Against
CORPORATION 2009 EQUITY INCENTIVE PLAN
4 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP TO AUDIT THE FINANCIAL STATEMENTS OF
MARSHALL & ILSLEY CORPORATION FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009
5 PROPOSAL TO APPROVE A NON-BINDING, ADVISORY Management For For
PROPOSAL ON THE COMPENSATION OF MARSHALL &
ILSLEY CORPORATION'S EXECUTIVE OFFICERS
6 SHAREHOLDER PROPOSAL TO REQUEST MARSHALL & Shareholder Against For
ILSLEY CORPORATION'S BOARD OF DIRECTORS TO
INITIATE A PROCESS TO AMEND MARSHALL & ILSLEY
CORPORATION'S ARTICLES OF INCORPORATION TO
PROVIDE FOR MAJORITY ELECTION OF DIRECTORS IN
NON-CONTESTED ELECTIONS
HANESBRANDS INC.
SECURITY 410345102 MEETING TYPE Annual
TICKER SYMBOL HBI MEETING DATE 28-Apr-2009
ISIN US4103451021 AGENDA 933010225 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 CHADEN For For
2 GRIFFIN For For
3 JOHNSON For For
4 MATHEWS For For
5 MULCAHY For For
6 NELSON For For
7 NOLL For For
8 SCHINDLER For For
9 ZIEGLER For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS HANESBRANDS'
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR ITS 2009 FISCAL YEAR
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 53
FORTUNE BRANDS, INC.
SECURITY 349631101 MEETING TYPE Annual
TICKER SYMBOL FO MEETING DATE 28-Apr-2009
ISIN US3496311016 AGENDA 933010871 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 BRUCE A. CARBONARI For For
2 ANN F. HACKETT For For
3 DAVID M. THOMAS For For
4 RONALD V. WATERS, III For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
03 APPROVAL OF AMENDMENTS TO THE COMPANY'S Management For For
RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE
FOR THE ANNUAL ELECTION OF DIRECTORS.
04 IF PRESENTED, A SHAREHOLDER PROPOSAL ENTITLED Shareholder Against For
"ADOPT SIMPLE MAJORITY VOTE".
EXELON CORPORATION
SECURITY 30161N101 MEETING TYPE Annual
TICKER SYMBOL EXC MEETING DATE 28-Apr-2009
ISIN US30161N1019 AGENDA 933010984 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: JOHN A. CANNING, JR. Management For For
1B ELECTION OF DIRECTOR: M. WALTER D'ALESSIO Management For For
1C ELECTION OF DIRECTOR: BRUCE DEMARS Management For For
1D ELECTION OF DIRECTOR: NELSON A. DIAZ Management For For
1E ELECTION OF DIRECTOR: ROSEMARIE B. GRECO Management For For
1F ELECTION OF DIRECTOR: PAUL L. JOSKOW Management For For
1G ELECTION OF DIRECTOR: JOHN M. PALMS Management For For
1H ELECTION OF DIRECTOR: JOHN W. ROGERS, JR. Management For For
1I ELECTION OF DIRECTOR: JOHN W. ROWE Management For For
1J ELECTION OF DIRECTOR: STEPHEN D. STEINOUR Management For For
02 THE RENEWAL OF THE EXELON CORPORATION ANNUAL Management For For
INCENTIVE PLAN FOR SENIOR EXECUTIVES EFFECTIVE
JANUARY 1, 2009.
03 THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP Management For For
AS EXELON'S INDEPENDENT ACCOUNTANT FOR 2009.
04 A SHAREHOLDER RECOMMENDATION TO PREPARE A Shareholder Against For
REPORT SHOWING THAT EXELON'S ACTIONS TO REDUCE
GLOBAL WARMING HAVE REDUCED MEAN GLOBAL
TEMPERATURE OR AVOIDED DISASTERS.
AMERICAN ELECTRIC POWER COMPANY, INC.
SECURITY 025537101 MEETING TYPE Annual
TICKER SYMBOL AEP MEETING DATE 28-Apr-2009
ISIN US0255371017 AGENDA 933012635 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 E.R. BROOKS For For
2 DONALD M. CARLTON For For
3 RALPH D. CROSBY, JR. For For
4 LINDA A. GOODSPEED For For
5 THOMAS E. HOAGLIN For For
6 LESTER A. HUDSON, JR. For For
7 MICHAEL G. MORRIS For For
8 LIONEL L. NOWELL III For For
9 RICHARD L. SANDOR For For
10 KATHRYN D. SULLIVAN For For
11 SARA MARTINEZ TUCKER For For
12 JOHN F. TURNER For For
02 APPROVE AMENDMENT TO THE CERTIFICATE OF Management Against Against
INCORPORATION ELIMINATING CUMULATIVE VOTING AND
SUPPORTING THE BOARD OF DIRECTORS' ADOPTION OF
MAJORITY VOTING IN DIRECTOR ELECTIONS.
03 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2009.
MOODY'S CORPORATION
SECURITY 615369105 MEETING TYPE Annual
TICKER SYMBOL MCO MEETING DATE 28-Apr-2009
ISIN US6153691059 AGENDA 933012786 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: EWALD KIST Management For For
1B ELECTION OF DIRECTOR: HENRY A. MCKINNELL, JR., PH.D. Management For For
1C ELECTION OF DIRECTOR: JOHN K. WULFF Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
03 STOCKHOLDER PROPOSAL TO ADOPT A POLICY THAT THE Shareholder Against For
CHAIRMAN OF THE COMPANY'S BOARD OF DIRECTORS BE
AN INDEPENDENT DIRECTOR.
04 STOCKHOLDER PROPOSAL TO ADOPT A POLICY Shareholder Against For
REQUIRING SENIOR EXECUTIVES TO RETAIN A
SIGNIFICANT PERCENTAGE OF COMPANY SHARES UNTIL
TWO YEARS FOLLOWING TERMINATION OF THEIR
EMPLOYMENT.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 54
THE PNC FINANCIAL SERVICES GROUP, INC.
SECURITY 693475105 MEETING TYPE Annual
TICKER SYMBOL PNC MEETING DATE 28-Apr-2009
ISIN US6934751057 AGENDA 933014095 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: MR. BERNDT Management For For
1B ELECTION OF DIRECTOR: MR. BUNCH Management For For
1C ELECTION OF DIRECTOR: MR. CHELLGREN Management For For
1D ELECTION OF DIRECTOR: MR. CLAY Management For For
1E ELECTION OF DIRECTOR: MS. JAMES Management For For
1F ELECTION OF DIRECTOR: MR. KELSON Management For For
1G ELECTION OF DIRECTOR: MR. LINDSAY Management For For
1H ELECTION OF DIRECTOR: MR. MASSARO Management For For
1I ELECTION OF DIRECTOR: MS. PEPPER Management For For
1J ELECTION OF DIRECTOR: MR. ROHR Management For For
1K ELECTION OF DIRECTOR: MR. SHEPARD Management For For
1L ELECTION OF DIRECTOR: MS. STEFFES Management For For
1M ELECTION OF DIRECTOR: MR. STRIGL Management For For
1N ELECTION OF DIRECTOR: MR. THIEKE Management For For
1O ELECTION OF DIRECTOR: MR. USHER Management For For
1P ELECTION OF DIRECTOR: MR. WALLS Management For For
1Q ELECTION OF DIRECTOR: MR. WEHMEIER Management For For
02 APPROVAL OF THE PNC FINANCIAL SERVICES GROUP, INC. Management For For
EMPLOYEE STOCK PURCHASE PLAN AS AMENDED AND
RESTATED AS OF JANUARY 1, 2009.
03 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS PNC'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009.
04 APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE Management For For
COMPENSATION.
05 A SHAREHOLDER PROPOSAL REGARDING EQUITY Shareholder Against For
OWNERSHIP, IF PROPERLY PRESENTED BEFORE THE
MEETING.
RPC, INC.
SECURITY 749660106 MEETING TYPE Annual
TICKER SYMBOL RES MEETING DATE 28-Apr-2009
ISIN US7496601060 AGENDA 933021228 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 RICHARD A. HUBBELL For For
2 LINDA H. GRAHAM For For
3 BILL J. DISMUKE For For
4 LARRY L. PRINCE For For
CONSOL ENERGY INC.
SECURITY 20854P109 MEETING TYPE Annual
TICKER SYMBOL CNX MEETING DATE 28-Apr-2009
ISIN US20854P1093 AGENDA 933021367 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JOHN WHITMIRE For For
2 J. BRETT HARVEY For For
3 JAMES E. ALTMEYER, SR. For For
4 PHILIP W. BAXTER For For
5 WILLIAM E. DAVIS For For
6 RAJ K. GUPTA For For
7 PATRICIA A. HAMMICK For For
8 DAVID C. HARDESTY, JR. For For
9 JOHN T. MILLS For For
10 WILLIAM P. POWELL For For
11 JOSEPH T. WILLIAMS For For
02 RATIFICATION OF ANTICIPATED SELECTION OF Management For For
INDEPENDENT AUDITOR: ERNST & YOUNG LLP.
03 CONSOL ENERGY INC. AMENDMENT AND RESTATEMENT Management For For
OF EQUITY INCENTIVE PLAN.
04 SHAREHOLDER PROPOSAL REGARDING MAJORITY Shareholder Against For
VOTING.
05 SHAREHOLDER PROPOSAL REGARDING EARLY Shareholder Against For
DISCLOSURE OF VOTING RESULTS OF SHAREHOLDER
PROPOSALS.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 55
CH ENERGY GROUP, INC.
SECURITY 12541M102 MEETING TYPE Annual
TICKER SYMBOL CHG MEETING DATE 28-Apr-2009
ISIN US12541M1027 AGENDA 933022559 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 MANUEL J. IRAOLA For For
2 E. MICHEL KRUSE For For
3 ERNEST R. VEREBELYI For For
02 AMENDMENT TO RESTATED CERTIFICATE OF Management For For
INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION
OF DIRECTORS.
03 RATIFICATION OF APPOINTMENT OF THE CORPORATION'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
MARATHON OIL CORPORATION
SECURITY 565849106 MEETING TYPE Annual
TICKER SYMBOL MRO MEETING DATE 29-Apr-2009
ISIN US5658491064 AGENDA 933009424 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: CHARLES F. BOLDEN, JR. Management For For
1B ELECTION OF DIRECTOR: GREGORY H. BOYCE Management For For
1C ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, JR. Management For For
1D ELECTION OF DIRECTOR: DAVID A. DABERKO Management For For
1E ELECTION OF DIRECTOR: WILLIAM L. DAVIS Management For For
1F ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON Management For For
1G ELECTION OF DIRECTOR: PHILIP LADER Management For For
1H ELECTION OF DIRECTOR: CHARLES R. LEE Management For For
1I ELECTION OF DIRECTOR: MICHAEL E.J. PHELPS Management For For
1J ELECTION OF DIRECTOR: DENNIS H. REILLEY Management For For
1K ELECTION OF DIRECTOR: SETH E. SCHOFIELD Management For For
1L ELECTION OF DIRECTOR: JOHN W. SNOW Management For For
1M ELECTION OF DIRECTOR: THOMAS J. USHER Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
AUDITOR FOR 2009
03 STOCKHOLDER PROPOSAL TO AMEND OUR BY-LAWS TO Shareholder Against For
LOWER THE THRESHOLD FOR STOCKHOLDERS TO CALL
SPECIAL MEETINGS
04 STOCKHOLDER PROPOSAL TO ADOPT A POLICY FOR Shareholder Against For
RATIFICATION OF EXECUTIVE COMPENSATION
AGL RESOURCES INC.
SECURITY 001204106 MEETING TYPE Annual
TICKER SYMBOL AGL MEETING DATE 29-Apr-2009
ISIN US0012041069 AGENDA 933010972 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 CHARLES R. CRISP For For
2 WYCK A. KNOX, JR. For For
3 DENNIS M. LOVE For For
4 CHARLES H "PETE" MCTIER For For
5 HENRY C. WOLF For For
02 TO AMEND OUR ARTICLES OF INCORPORATION TO Management For For
ELIMINATE CLASSIFICATION OF THE BOARD OF
DIRECTORS.
03 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
DPL INC.
SECURITY 233293109 MEETING TYPE Annual
TICKER SYMBOL DPL MEETING DATE 29-Apr-2009
ISIN US2332931094 AGENDA 933011099 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 PAUL R. BISHOP For For
2 FRANK F. GALLAHER For For
3 GEN. L.L. LYLES (RET.) For For
02 RATIFICATION OF KPMG LLP AS INDEPENDENT PUBLIC Management For For
ACCOUNTANT.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 56
E. I. DU PONT DE NEMOURS AND COMPANY
SECURITY 263534109 MEETING TYPE Annual
TICKER SYMBOL DD MEETING DATE 29-Apr-2009
ISIN US2635341090 AGENDA 933012875 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: SAMUEL W. BODMAN Management For For
1B ELECTION OF DIRECTOR: RICHARD H. BROWN Management For For
1C ELECTION OF DIRECTOR: ROBERT A. BROWN Management For For
1D ELECTION OF DIRECTOR: BERTRAND P. COLLOMB Management For For
1E ELECTION OF DIRECTOR: CURTIS J. CRAWFORD Management For For
1F ELECTION OF DIRECTOR: ALEXANDER M. CUTLER Management For For
1G ELECTION OF DIRECTOR: JOHN T. DILLON Management For For
1H ELECTION OF DIRECTOR: ELEUTHERE I. DU PONT Management For For
1I ELECTION OF DIRECTOR: MARILLYN A. HEWSON Management For For
1J ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR. Management For For
1K ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For
1L ELECTION OF DIRECTOR: ELLEN J. KULLMAN Management For For
1M ELECTION OF DIRECTOR: WILLIAM K. REILLY Management For For
02 ON RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
03 ON SHAREHOLDER SAY ON EXECUTIVE PAY Shareholder Against For
TECO ENERGY, INC.
SECURITY 872375100 MEETING TYPE Annual
TICKER SYMBOL TE MEETING DATE 29-Apr-2009
ISIN US8723751009 AGENDA 933014918 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: SHERRILL W. HUDSON Management For For
1B ELECTION OF DIRECTOR: JOSEPH P. LACHER Management For For
1C ELECTION OF DIRECTOR: LORETTA A. PENN Management For For
02 VOTE TO RATIFY PRICEWATERHOUSECOOPERS LLP AS Management For For
OUR INDEPENDENT AUDITOR FOR 2009.
03 RE-APPROVAL OF PERFORMANCE CRITERIA UNDER THE Management For For
COMPANY'S 2004 EQUITY INCENTIVE PLAN.
04 DECLASSIFICATION OF BOARD. Shareholder Against For
BANK OF AMERICA CORPORATION
SECURITY 060505104 MEETING TYPE Annual
TICKER SYMBOL BAC MEETING DATE 29-Apr-2009
ISIN US0605051046 AGENDA 933016051 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: WILLIAM BARNET, III Management For For
1B ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. Management For For
1C ELECTION OF DIRECTOR: VIRGIS W. COLBERT Management For For
1D ELECTION OF DIRECTOR: JOHN T. COLLINS Management For For
1E ELECTION OF DIRECTOR: GARY L. COUNTRYMAN Management For For
1F ELECTION OF DIRECTOR: TOMMY R. FRANKS Management For For
1G ELECTION OF DIRECTOR: CHARLES K. GIFFORD Management For For
1H ELECTION OF DIRECTOR: KENNETH D. LEWIS Management For For
1I ELECTION OF DIRECTOR: MONICA C. LOZANO Management For For
1J ELECTION OF DIRECTOR: WALTER E. MASSEY Management For For
1K ELECTION OF DIRECTOR: THOMAS J. MAY Management For For
1L ELECTION OF DIRECTOR: PATRICIA E. MITCHELL Management For For
1M ELECTION OF DIRECTOR: JOSEPH W. PRUEHER Management For For
1N ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI Management For For
1O ELECTION OF DIRECTOR: THOMAS M. RYAN Management For For
1P ELECTION OF DIRECTOR: O. TEMPLE SLOAN, JR. Management For For
1Q ELECTION OF DIRECTOR: ROBERT L. TILLMAN Management For For
1R ELECTION OF DIRECTOR: JACKIE M. WARD Management For For
02 RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM FOR 2009
03 AN ADVISORY (NON-BINDING) VOTE APPROVING Management For For
EXECUTIVE COMPENSATION
04 STOCKHOLDER PROPOSAL - DISCLOSURE OF Shareholder Against For
GOVERNMENT EMPLOYMENT
05 STOCKHOLDER PROPOSAL - ADVISORY VOTE ON EXEC Shareholder Against For
COMP
06 STOCKHOLDER PROPOSAL - CUMULATIVE VOTING Shareholder Against For
07 STOCKHOLDER PROPOSAL - SPECIAL STOCKHOLDER Shareholder Against For
MEETINGS
08 STOCKHOLDER PROPOSAL - INDEPENDENT BOARD Shareholder Against For
CHAIRMAN
09 STOCKHOLDER PROPOSAL - PREDATORY CREDIT CARD Shareholder Against For
LENDING PRACTICES
10 STOCKHOLDER PROPOSAL - ADOPTION OF PRINCIPLES Shareholder Against For
FOR HEALTH CARE REFORM
11 STOCKHOLDER PROPOSAL - LIMITS ON EXEC COMP Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 57
CIRCOR INTERNATIONAL, INC.
SECURITY 17273K109 MEETING TYPE Annual
TICKER SYMBOL CIR MEETING DATE 29-Apr-2009
ISIN US17273K1097 AGENDA 933025478 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 DAVID F. DIETZ For For
2 DOUGLAS M. HAYES For For
3 THOMAS E. NAUGLE For For
02 TO RATIFY THE SELECTION OF GRANT THORNTON LLP AS Management For For
THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2009.
VIVENDI
SECURITY F97982106 MEETING TYPE Annual General Meeting
TICKER SYMBOL VIV.PA MEETING DATE 30-Apr-2009
ISIN FR0000127771 AGENDA 701836667 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
PLEASE NOTE THAT THIS IS AN MIX MEETING. THANK YOU. Non-Voting
French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card dir-ectly to the sub custodian. Please contact your
Client Service Representative-to obtain the necessary card,
account details and directions. The following-applies to Non-
Resident Shareowners: Proxy Cards: Voting instructions will b-e
forwarded to the Global Custodians that have become Registered
Intermediarie-s, on the Vote Deadline Date. In capacity as
Registered Intermediary, the Glob-al Custodian will sign the Proxy
Card and forward to the local custodian. If y-ou are unsure
whether your Global Custodian acts as Registered Intermediary,
p-lease contact your representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
O.1 Approve the financial statements and statutory reports Management For For
O.2 Approve the consolidated financial statements and statutory Management For For
reports
O.3 Approve the treatment of losses and allocation of dividends of Management For For
EUR 1.40 per share
O.4 Grant Authority for the payment of dividends by shares Management For For
O.5 Approve the Auditors' special report regarding related-party Management For For
transactions
O.6 Approve the transaction with Jean-Bernard Levy related to Management For For
severance payments
O.7 Elect Mr. Maureen Chiquet as a Supervisory Board Member Management For For
O.8 Elect Mr. Christophe De Margerie as a Supervisory Board Management For For
Member
O.9 Grant authority for the repurchase of up to 10% of issued share Management For For
capital
E.10 Approve the reduction in share capital via cancellation of Management For For
repurchased shares
E.11 Grant authority for the issuance of equity or equity-linked Management For For
securities with preemptive rights up to aggregate nominal amount
of EUR 1.5 Billion
E.12 Grant authority for the issuance of equity or equity-linked Management For For
securities without preemptive rights up to amount of EUR 800
million
E.13 Authorize the Board to increase capital in the event of additional Management For For
demand related to delegation submitted to shareholder vote under
items 11 and 12
E.14 Grant authority to the capital increase of up to 10% of issued Management For For
capital for future acquisitions
E.15 Approve the Employees Stock Option Plan Management For For
E.16 Approve the Stock Purchase Plan reserved for Employees of Management For For
International Subsidiaries
E.17 Grant authority for the capitalization of reserves of up to EUR 800 Management For For
million for bonus issue or increase in par value
E.18 Grant authority for the filing of required documents/other Management For For
formalities
DAVIDE CAMPARI - MILANO SPA, MILANO
SECURITY T24091117 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL DVDCF.PK MEETING DATE 30-Apr-2009
ISIN IT0003849244 AGENDA 701856025 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON 04
MAY 2009. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT Y-OUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
THE MEETING IS CANCELLED-. THANK YOU.
1. Approve the financial statement at 12 DEC 2008, any adjournment Management No Action
thereof
2. Approve the Stock Option Plan Management No Action
3. Grant authority to buy and sell own shares Management No Action
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 58
ROLLS-ROYCE GROUP PLC
SECURITY G7630U109 MEETING TYPE Annual General Meeting
TICKER SYMBOL RR.L MEETING DATE 30-Apr-2009
ISIN GB0032836487 AGENDA 701859730 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1. Receive the financial statements and statutory reports Management For For
2. Approve the remuneration report Management For For
3. Elect Mr. John Neill as a Director Management For For
4. Re-elect Mr. Peter Byrom as a Director Management For For
5. Re-elect Mr. Iain Conn as a Director Management For For
6. Re-elect Mr. James Guyette as a Director Management For For
7. Re-elect Mr. John Rishton as a Director Management For For
8. Re-elect Mr. Simon Robertson as a Director Management For For
9. Re-appoint KPMG Audit Plc as the Auditors and authorize the Management For For
Board to determine their remuneration
10. Authorize the Directors to capitalize GBP 350,000,000 standing to Management For For
the credit of the Company's merger reserve, capital redemption
reserve and/or such other reserves issue equity with pre-emptive
rights up to aggregate nominal amount of GBP 350,000,000 [C
shares]
11. Authorize the Company and its subsidiaries to make EU political Management For For
donations to political parties and/or independent election
candidates, to political organizations other than political parties
and incur EU political expenditure up to GBP 50,000
12. Grant authority to issue the equity or equity-linked securities with Management For For
pre-emptive rights up to aggregate nominal amount of GBP
124,899,130
13. Grant authority to issue the equity or equity-linked securities Management For For
without pre-emptive rights up to aggregate nominal amount of
GBP 18,734,869
14. Grant authority to 185,137,887 ordinary shares for market Management For For
purchase
KIMBERLY-CLARK CORPORATION
SECURITY 494368103 MEETING TYPE Annual
TICKER SYMBOL KMB MEETING DATE 30-Apr-2009
ISIN US4943681035 AGENDA 933005806 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: JOHN R. ALM Management For For
1B ELECTION OF DIRECTOR: DENNIS R. BERESFORD Management For For
1C ELECTION OF DIRECTOR: JOHN F. BERGSTROM Management For For
1D ELECTION OF DIRECTOR: ABELARDO E. BRU Management For For
1E ELECTION OF DIRECTOR: ROBERT W. DECHERD Management For For
1F ELECTION OF DIRECTOR: THOMAS J. FALK Management For For
1G ELECTION OF DIRECTOR: MAE C. JEMISON, M.D. Management For For
1H ELECTION OF DIRECTOR: IAN C. READ Management For For
1I ELECTION OF DIRECTOR: G. CRAIG SULLIVAN Management For For
02 RATIFICATION OF AUDITORS Management For For
03 APPROVAL OF AMENDED AND RESTATED CERTIFICATE OF Management For For
INCORPORATION REGARDING RIGHT OF HOLDERS OF AT
LEAST TWENTY-FIVE PERCENT OF SHARES TO CALL A
SPECIAL MEETING OF STOCKHOLDERS
04 REAPPROVAL OF PERFORMANCE GOALS UNDER THE 2001 Management For For
EQUITY PARTICIPATION PLAN
05 STOCKHOLDER PROPOSAL REGARDING CUMULATIVE Shareholder Against For
VOTING
THE HERSHEY COMPANY
SECURITY 427866108 MEETING TYPE Annual
TICKER SYMBOL HSY MEETING DATE 30-Apr-2009
ISIN US4278661081 AGENDA 933007470 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 R.F. CAVANAUGH For For
2 C.A. DAVIS For For
3 A.G. LANGBO For For
4 J.E. NEVELS For For
5 T.J. RIDGE For For
6 D.L. SHEDLARZ For For
7 C.B. STRAUSS For For
8 D.J. WEST For For
9 L.S. ZIMMERMAN For For
02 RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS FOR 2009.
NSTAR
SECURITY 67019E107 MEETING TYPE Annual
TICKER SYMBOL NST MEETING DATE 30-Apr-2009
ISIN US67019E1073 AGENDA 933012863 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 THOMAS G. DIGNAN, JR. For For
2 MATINA S. HORNER For For
3 GERALD L. WILSON For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
2009.
03 TO AMEND SECTION 52 OF THE COMPANY'S DECLARATION Management For For
OF TRUST TO REQUIRE A MAJORITY VOTE STANDARD FOR
THE ELECTION OF TRUSTEES IN UNCONTESTED
ELECTIONS.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 59
SEMPRA ENERGY
SECURITY 816851109 MEETING TYPE Annual
TICKER SYMBOL SRE MEETING DATE 30-Apr-2009
ISIN US8168511090 AGENDA 933013637 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 ELECTION OF DIRECTOR: JAMES G. BROCKSMITH JR. Management For For
02 ELECTION OF DIRECTOR: RICHARD A. COLLATO Management For For
03 ELECTION OF DIRECTOR: DONALD E. FELSINGER Management For For
04 ELECTION OF DIRECTOR: WILFORD D. GODBOLD JR. Management For For
05 ELECTION OF DIRECTOR: WILLIAM D. JONES Management For For
06 ELECTION OF DIRECTOR: RICHARD G. NEWMAN Management For For
07 ELECTION OF DIRECTOR: WILLIAM G. OUCHI Management For For
08 ELECTION OF DIRECTOR: CARLOS RUIZ Management For For
09 ELECTION OF DIRECTOR: WILLIAM C. RUSNACK Management For For
10 ELECTION OF DIRECTOR: WILLIAM P. RUTLEDGE Management For For
11 ELECTION OF DIRECTOR: LYNN SCHENK Management For For
12 ELECTION OF DIRECTOR: NEAL E. SCHMALE Management For For
13 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
14 SHAREHOLDER PROPOSAL FOR AN ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION
15 SHAREHOLDER PROPOSAL FOR NORTH DAKOTA Shareholder Against For
REINCORPORATION
PENTAIR, INC.
SECURITY 709631105 MEETING TYPE Annual
TICKER SYMBOL PNR MEETING DATE 30-Apr-2009
ISIN US7096311052 AGENDA 933016140 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 ELECTION OF DIRECTOR: CHARLES A. HAGGERTY Management For For
02 ELECTION OF DIRECTOR: RANDALL J. HOGAN Management For For
03 ELECTION OF DIRECTOR: DAVID A. JONES Management For For
04 TO APPROVE OUR EXECUTIVE OFFICER PERFORMANCE Management For For
PLAN FOR PURPOSES OF INTERNAL REVENUE CODE
162(M).
05 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2009.
DEUTSCHE TELEKOM AG
SECURITY 251566105 MEETING TYPE Annual
TICKER SYMBOL DT MEETING DATE 30-Apr-2009
ISIN US2515661054 AGENDA 933022066 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
02 RESOLUTION ON THE APPROPRIATION OF NET INCOME. Management For
03 RESOLUTION ON THE APPROVAL OF THE ACTIONS OF THE Management For
MEMBERS OF THE BOARD OF MANAGEMENT FOR THE 2008
FINANCIAL YEAR.
04 POSTPONEMENT OF THE RESOLUTION ON THE APPROVAL Management For
OF THE ACTIONS OF DR. KLAUS ZUMWINKEL, WHO
RESIGNED FROM THE SUPERVISORY BOARD.
05 RESOLUTION ON THE APPROVAL OF THE ACTIONS OF THE Management For
MEMBERS OF THE SUPERVISORY BOARD FOR THE 2008
FINANCIAL YEAR.
06 RESOLUTION ON THE APPOINTMENT OF THE Management For
INDEPENDENT AUDITOR AND THE GROUP AUDITOR FOR
THE 2009 FINANCIAL YEAR.
07 AUTHORIZATION TO ACQUIRE TREASURY SHARES & USE Management For
THEM WITH EXCLUSION OF SUBSCRIPTION RIGHTS.
08 ELECTION OF A SUPERVISORY BOARD MEMBER. Management For
09 ELECTION OF A SUPERVISORY BOARD MEMBER. Management For
10 RESOLUTION ON THE APPROVAL OF THE CONTROL AND Management For
PROFIT AND LOSS TRANSFER AGREEMENT WITH
INTERACTIVE MEDIA CCSP GMBH.
11 CANCELLATION OF AUTHORIZED CAPITAL 2004 AND Management For
CREATION OF AUTHORIZED CAPITAL 2009/I AGAINST NON-
CASH CONTRIBUTIONS.
12 CANCELLATION OF AUTHORIZED CAPITAL 2006 & Management For
CREATION OFAUTHORIZED CAPITAL 2009/II AGAINST CASH
AND/OR NON-CASH CONTRIBUTIONS.
13 RESOLUTION ON THE AMENDMENT TO 15 (2) OF THE Management For
ARTICLES OF INCORPORATION.
14 RESOLUTION ON THE AMENDMENT TO 16 (1) AND (2) OF Management For
THE ARTICLES OF INCORPORATION.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 60
EXTERRAN HOLDINGS INC.
SECURITY 30225X103 MEETING TYPE Annual
TICKER SYMBOL EXH MEETING DATE 30-Apr-2009
ISIN US30225X1037 AGENDA 933026418 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JANET F. CLARK For For
2 ERNIE L. DANNER For For
3 URIEL E. DUTTON For For
4 GORDON T. HALL For For
5 J.W.G. HONEYBOURNE For For
6 JOHN E. JACKSON For For
7 WILLIAM C. PATE For For
8 STEPHEN M. PAZUK For For
9 CHRISTOPHER T. SEAVER For For
10 STEPHEN A. SNIDER For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS EXTERRAN HOLDINGS, INC.'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009.
03 APPROVAL OF AMENDMENT NO. 1 TO THE EXTERRAN Management Against Against
HOLDINGS, INC. AMENDED AND RESTATED 2007 STOCK
INCENTIVE PLAN.
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Special
TICKER SYMBOL TV MEETING DATE 30-Apr-2009
ISIN US40049J2069 AGENDA 933059366 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
I APPOINTMENT OR RATIFICATION, AS THE CASE MAY BE, OF Management For
THE MEMBERS OF THE BOARD OF DIRECTORS TO BE
APPOINTED AT THIS MEETING PURSUANT TO ARTICLES
TWENTY SIXTH, TWENTY SEVENTH AND OTHER
APPLICABLE ARTICLES OF THE CORPORATE BY-LAWS.
II APPOINTMENT OF DELEGATES TO CARRY OUT AND Management For
FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
MEETING.
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Special
TICKER SYMBOL TV MEETING DATE 30-Apr-2009
ISIN US40049J2069 AGENDA 933061373 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
S1 APPOINTMENT OR RATIFICATION, AS THE CASE MAY BE, OF Management For
THE MEMBERS OF THE BOARD OF DIRECTORS TO BE
APPOINTED AT THIS MEETING.
S2 APPOINTMENT OF DELEGATES TO CARRY OUT AND Management For
FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
MEETING.
O1 PRESENTATION AND, IN ITS CASE, APPROVAL OF THE Management For
REPORTS REFERRED TO IN ARTICLE 28, PARAGRAPH IV OF
THE SECURITIES MARKET LAW.
O2 PRESENTATION OF THE REPORT REGARDING CERTAIN Management For
FISCAL OBLIGATIONS OF COMPANY, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
O3 RESOLUTION REGARDING THE ALLOCATION OF FINAL Management For
RESULTS FOR THE YEAR ENDED ON DECEMBER 31, 2008.
O4 RESOLUTION (I) AMOUNT MAY BE ALLOCATED TO Management For
REPURCHASE SHARES PURSUANT TO ARTICLE 56, (II)
PRESENTATION OF REPORT ON POLICIES.
O5 APPOINTMENT OR RATIFICATION, OF THE MEMBERS THAT Management For
SHALL CONFORM BOARD, SECRETARY, ALTERNATIVE
SECRETARIES AND OFFICERS.
O6 APPOINTMENT OR RATIFICATION, AS THE CASE MAY BE, OF Management For
MEMBERS THAT SHALL CONFORM THE EXECUTIVE
COMMITTEE.
O7 APPOINTMENT OR RATIFICATION, AS THE CASE MAY BE, OF Management For
THE CHAIRMAN OF THE AUDIT COMMITTEE AND OF THE
CHAIRMAN OF THE COMMITTEE.
O8 COMPENSATION TO MEMBERS OF THE BOARD OF Management For
DIRECTORS, OF EXECUTIVE COMMITTEE, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
O9 APPOINTMENT OF DELEGATES WHO WILL CARRY OUT AND Management For
FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
MEETING.
E1 RESOLUTION REGARDING THE CANCELLATION OF SHARES Management For
AND THE RESULTING DECREASE OF THE CAPITAL STOCK.
E2 APPOINTMENT OF DELEGATES WHO WILL CARRY OUT AND Management For
FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
MEETING.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 61
CINCINNATI BELL INC.
SECURITY 171871403 MEETING TYPE Annual
TICKER SYMBOL CBBPRB MEETING DATE 01-May-2009
ISIN US1718714033 AGENDA 933014780 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 BRUCE L. BYRNES For For
2 JAKKI L. HAUSSLER For For
3 MARK LAZARUS For For
4 CRAIG F. MAIER For For
5 ALEX SHUMATE For For
02 THE APPROVAL OF A PROPOSAL TO AMEND THE Management Against Against
CINCINNATI BELL INC. 2007 LONG TERM INCENTIVE PLAN
TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR
ISSUANCE UNDER THE 2007 LONG TERM INCENTIVE PLAN
BY 10,000,000 COMMON SHARES AND TO MODIFY THE
LIMITS OF CERTAIN AWARD TYPES, INCLUDING FULL
VALUE SHARE AWARDS, THAT MAY BE GRANTED UNDER
THE 2007 LONG TERM INCENTIVE PLAN.
03 THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM TO AUDIT THE FINANCIAL STATEMENTS
OF THE COMPANY FOR THE YEAR 2009.
OCCIDENTAL PETROLEUM CORPORATION
SECURITY 674599105 MEETING TYPE Annual
TICKER SYMBOL OXY MEETING DATE 01-May-2009
ISIN US6745991058 AGENDA 933021230 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: SPENCER ABRAHAM Management For For
1B ELECTION OF DIRECTOR: RONALD W. BURKLE Management For For
1C ELECTION OF DIRECTOR: JOHN S. CHALSTY Management For For
1D ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN Management For For
1E ELECTION OF DIRECTOR: JOHN E. FEICK Management For For
1F ELECTION OF DIRECTOR: RAY R. IRANI Management For For
1G ELECTION OF DIRECTOR: IRVIN W. MALONEY Management For For
1H ELECTION OF DIRECTOR: AVEDICK B. POLADIAN Management For For
1I ELECTION OF DIRECTOR: RODOLFO SEGOVIA Management For For
1J ELECTION OF DIRECTOR: AZIZ D. SYRIANI Management For For
1K ELECTION OF DIRECTOR: ROSEMARY TOMICH Management For For
1L ELECTION OF DIRECTOR: WALTER L. WEISMAN Management For For
02 RATIFICATION OF SELECTION OF KPMG AS INDEPENDENT Management For For
AUDITORS.
03 AMENDMENT OF RESTATED CERTIFICATE OF Management For For
INCORPORATION TO PERMIT STOCKHOLDERS TO CALL
SPECIAL MEETINGS.
04 REPORT ON ASSESSMENT OF HOST COUNTRY LAWS. Shareholder Against For
IMS HEALTH INCORPORATED
SECURITY 449934108 MEETING TYPE Annual
TICKER SYMBOL RX MEETING DATE 01-May-2009
ISIN US4499341083 AGENDA 933027117 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: H. EUGENE LOCKHART Management For For
1B ELECTION OF DIRECTOR: BRADLEY T. SHEARES Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
03 APPROVAL OF THE AMENDMENTS TO THE RESTATED Management For For
CERTIFICATE OF INCORPORATION TO ELIMINATE THE
SUPERMAJORITY VOTE PROVISIONS.
GDF SUEZ, PARIS
SECURITY F42768105 MEETING TYPE MIX
TICKER SYMBOL GSZ.MI MEETING DATE 04-May-2009
ISIN FR0010208488 AGENDA 701917140 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card dir-ectly to the sub custodian. Please contact your
Client Service Representative-to obtain the necessary card,
account details and directions. The followin-g applies to Non-
Resident Shareowners: Proxy Cards: Voting instructions will-be
forwarded to the Global Custodians that have become Registered
Intermediar-ies, on the Vote Deadline Date. In capacity as
Registered Intermediary, the Gl-obal Custodian will sign the Proxy
Card and forward to the local custodian. If-you are unsure whether
your Global Custodian acts as Registered Intermediary,-please
contact your representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 540586 DUE TO RECEIPT OF A-DDITIONAL RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISR-EGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
O.1 Approve the report of the Board of Directors and the report of the Management For For
Auditors, the Company's financial statements FYE 31 DEC 2008,
as presented showing earnings for the FY of EUR
2,766,786,164.00; and expenses and charges that were not tax
deductible of EUR 699,616.81 with a corresponding tax of EUR
240,901.39
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 62
O.2 Approve the reports of the Board of Directors and the Auditors, the Management For For
consolidated financial statements for the said FY, in the form
presented to the meeting showing net consolidated earnings
[group share] of EUR 4,857,119,000.00
O.3 Approve the recommendations of the Board of Directors and Management For For
resolves that the income for the FY be appropriated as follows:
earnings for the FY: EUR 2,766,786,164. 00 allocation to the legal
reserve: EUR 211,114.00 balance: EUR 2,766,575,050.00
retained earnings: EUR 18,739,865,064.00 balance available for
distribution: EUR 21,506,440,114.00 dividends: EUR
4,795,008,520. 00 [i.e. a net dividend of EUR 2.20 per share],
eligible for the 40% allowance provided by the French Tax Code
interim dividend already paid on 27 NOV, 2008: EUR
1,723,907,172.00 [i.e. a net dividend of EUR 0.80 per share]
remaining dividend to be paid: EUR 3,071,101,348.00 [i.e. a
balance of the net dividend of EUR 1.40]. this dividend will be paid
on 04 JUN 2009; in the event that the Company holds some of its
own shares on such date, the amount of the unpaid dividend on
such shares shall be allocated to the other reserves account the
dividend payment may be carried out in cash or in shares for the
dividend fraction of EUR 0.80 the shareholde
O.4 Approve the special report of the Auditors on agreements Management For For
governed by Article L.225-38 of the French Commercial Code,
and the agreements entered into or implemented during the last
year
O.5 Authorize the Board of Directors to buy back the Company's Management For For
shares on the open market, subject to the conditions described
below: maximum purchase price: EUR 55.00, maximum number
of shares to be acquired: 10% of the share capital, maximum
funds invested in the share buybacks: EUR 12,000,000,000.00
[Authority expires at the end of 18-month period]
O.6 Elect Mr. Patrick Arnaud as a Director for a period of 4 years Management For For
O.7 Elect Mr. Eric Charles Bourgeois as a Director for a period of 4 Management For For
years
O.8 Elect Mr. Emmanuel Bridoux as a Director for a period of 4 years Management For For
O.9 Elect Mrs. Gabrielle Prunet as a Director for a period of 4 years Management For For
O.10 Elect Mr. Jean-Luc Rigo as a Director for a period of 4 years Management For For
O.11 Elect Mr. Philippe Taurines as a Director for a period of 4 years Management For For
O.12 Elect Mr. Robin Vander Putten as a Director for a period of 4 Management For For
years
E.13 Authorize the Board of Directors the necessary powers to increase Management For For
the capital by a maximum nominal amount of EUR 20,000,000.00,
by issuance, with preferred subscription rights maintained, of
20,000,000 new shares of a par value of EUR 1.00 each;
[Authority expires at the end of 18-month period] ; it supersedes
the one granted by the shareholders' meeting of 16 JUL 2008 in
its Resolution 18 and to cancel the shareholders' Preferential
subscription rights in favour of any entities, of which aim is to
subscribe, detain or sell GDF Suez shares or other financial
instruments within the frame of the implementation of one of the
various options of the group GDF Suez International Employee
Shareholding Plan and to take all necessary measures and
accomplish all necessary formalities
E.14 Authorize the Board of Directors all powers to grant, in one or Management For For
more transactions, in favour of employees and Corporate Officers
of the Company and, or related Companies, options giving the
right either to subscribe for new shares in the Company to be
issued through a share capital increase, or to purchase existing
shares purchased by the Company, it being provided that the
options shall not give rights to a total number of shares, which
shall exceed 0.5% ; [Authority expires at the end of 18-month
period]; this delegation of powers supersedes the one granted by
the shareholders meeting of 16 JUL 2008 in its Resolution 22 and
to cancel the shareholders' preferential subscription rights in
favour of the beneficiaries mentioned above and to take all
necessary measures and accomplish all necessary formalities
E.15 Authorize the Board of Directors to grant for free, on 1 or more Management For For
occasions, existing or future shares, in favour of the employees or
the Corporate Officers of the Company and related companies;
they may not represent 0.5% of issued share capital; [Authority
expires at the end of 18-month period]; this delegation of powers
supersedes the one granted by the shareholders meeting of 16
JUL 2008 in its Resolution 21 and to take all necessary measures
and accomplish all necessary formalities
E.16 Grants full powers to the bearer of an original, a copy or extract of Management For For
the minutes of the meeting to carry out all filings, publications and
other formalities prescribed by Law
A. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder Against For
Approve the external proposal has been filed by FCPE Action Gaz
2005, one of the employees shareholders vehicle, it amends the
earlier Resolution 14 on options for 0.50% of share capital and
tends to enlarge the beneficiaries to all employees but equally,
even if a greater accessibility of employees to share-based
payments seems positive, we do not support this proposal as we
consider that egalitarian grants of options must not be encouraged
and that stock-options grants must remain a remuneration tool in
the hand of the Board of Directors, we recommend opposition
B. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder Against For
Approve the external proposal from the Suez Action Gaz 2005
ESOP amends the earlier authorization for restricted shares up to
0.7% of the capital but here for all employees and equally, we do
not support as we consider that theses devices must be used as
element of the individual pay and because the Board of Directors
has already implemented all-employees plans and asks
shareholders authorization to continue within the limit of 0.20% of
share capital [See Resolution 15], we recommend opposition
C. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder Against For
Approve to cut total dividend to EUR 0.80 instead of EUR 2.2, this
external proposal from the Suez Action Gaz 2005 ESOP is not
based on the strong increase of the 2008 dividend, last year
employees shareholders already suggested to freeze the
dividend, the motive is to increase the investments and salaries
instead of the dividends; the resulting dividend would be a
reduction to only 57% of the ordinary dividend paid last year and
36% of the total dividend for this year, a final distribution much
too low in view of the legitimate expectations of the shareholders,
we cannot support such resolution which primarily opposes the
interests of employees and shareholders
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 63
AFLAC INCORPORATED
SECURITY 001055102 MEETING TYPE Annual
TICKER SYMBOL AFL MEETING DATE 04-May-2009
ISIN US0010551028 AGENDA 933013841 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: DANIEL P. AMOS Management For For
1B ELECTION OF DIRECTOR: JOHN SHELBY AMOS II Management For For
1C ELECTION OF DIRECTOR: PAUL S. AMOS II Management For For
1D ELECTION OF DIRECTOR: YOSHIRO AOKI Management For For
1E ELECTION OF DIRECTOR: MICHAEL H. ARMACOST Management For For
1F ELECTION OF DIRECTOR: KRISS CLONINGER III Management For For
1G ELECTION OF DIRECTOR: JOE FRANK HARRIS Management For For
1H ELECTION OF DIRECTOR: ELIZABETH J. HUDSON Management For For
1I ELECTION OF DIRECTOR: KENNETH S. JANKE SR. Management For For
1J ELECTION OF DIRECTOR: DOUGLAS W. JOHNSON Management For For
1K ELECTION OF DIRECTOR: ROBERT B. JOHNSON Management For For
1L ELECTION OF DIRECTOR: CHARLES B. KNAPP Management For For
1M ELECTION OF DIRECTOR: E. STEPHEN PURDOM Management For For
1N ELECTION OF DIRECTOR: BARBARA K. RIMER, DR. PH Management For For
1O ELECTION OF DIRECTOR: MARVIN R. SCHUSTER Management For For
1P ELECTION OF DIRECTOR: DAVID GARY THOMPSON Management For For
1Q ELECTION OF DIRECTOR: ROBERT L. WRIGHT Management For For
02 TO CONSIDER AND APPROVE THE FOLLOWING ADVISORY Management For For
(NON-BINDING) PROPOSAL: "RESOLVED, THAT THE
SHAREHOLDERS APPROVE THE OVERALL EXECUTIVE PAY-
FOR-PERFORMANCE COMPENSATION POLICIES AND
PROCEDURES EMPLOYED BY THE COMPANY, AS
DESCRIBED IN THE COMPENSATION DISCUSSION AND
ANALYSIS AND THE TABULAR DISCLOSURE REGARDING
NAMED EXECUTIVE OFFICER COMPENSATION IN THIS
PROXY STATEMENT."
03 RATIFICATION OF APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR THE YEAR ENDING DECEMBER 31,
2009.
THE YORK WATER COMPANY
SECURITY 987184108 MEETING TYPE Annual
TICKER SYMBOL YORW MEETING DATE 04-May-2009
ISIN US9871841089 AGENDA 933016986 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 GEORGE HAY KAIN III For For
2 MICHAEL W. GANG, ESQ. For For
3 GEORGE W. HODGES For For
4 JEFFREY R. HINES, P.E. For For
02 APPOINT BEARD MILLER COMPANY LLP AS AUDITORS. Management For For
ZIMMER HOLDINGS, INC.
SECURITY 98956P102 MEETING TYPE Annual
TICKER SYMBOL ZMH MEETING DATE 04-May-2009
ISIN US98956P1021 AGENDA 933017091 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: BETSY J. BERNARD Management For For
1B ELECTION OF DIRECTOR: MARC N. CASPER Management For For
1C ELECTION OF DIRECTOR: DAVID C. DVORAK Management For For
1D ELECTION OF DIRECTOR: ROBERT A. HAGEMANN Management For For
1E ELECTION OF DIRECTOR: ARTHUR J. HIGGINS Management For For
1F ELECTION OF DIRECTOR: CECIL B. PICKETT, PH.D. Management For For
1G ELECTION OF DIRECTOR: AUGUSTUS A. WHITE, III, M.D., Management For For
PH.D.
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
03 APPROVAL OF THE 2009 STOCK INCENTIVE PLAN Management Against Against
04 APPROVAL OF AN EXTENSION OF THE STOCK PLAN FOR Management For For
NON-EMPLOYEE DIRECTORS
05 APPROVAL OF AN EXTENSION OF THE RESTATED Management For For
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 64
THE TRAVELERS COMPANIES, INC.
SECURITY 89417E109 MEETING TYPE Annual
TICKER SYMBOL TRV MEETING DATE 05-May-2009
ISIN US89417E1091 AGENDA 933009703 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: ALAN L. BELLER Management For For
1B ELECTION OF DIRECTOR: JOHN H. DASBURG Management For For
1C ELECTION OF DIRECTOR: JANET M. DOLAN Management For For
1D ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Management For For
1E ELECTION OF DIRECTOR: JAY S. FISHMAN Management For For
1F ELECTION OF DIRECTOR: LAWRENCE G. GRAEV Management For For
1G ELECTION OF DIRECTOR: PATRICIA L. HIGGINS Management For For
1H ELECTION OF DIRECTOR: THOMAS R. HODGSON Management For For
1I ELECTION OF DIRECTOR: CLEVE L. KILLINGSWORTH, JR. Management For For
1J ELECTION OF DIRECTOR: ROBERT I. LIPP Management For For
1K ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE Management For For
1L ELECTION OF DIRECTOR: LAURIE J. THOMSEN Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
TRAVELERS' INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
03 TO RE-APPROVE THE MATERIAL TERMS OF THE Management For For
PERFORMANCE GOALS UNDER TRAVELERS' AMENDED
AND RESTATED 2004 STOCK INCENTIVE PLAN.
04 SHAREHOLDER PROPOSAL RELATING TO POLITICAL Shareholder Against For
CONTRIBUTIONS.
GREAT PLAINS ENERGY INCORPORATED
SECURITY 391164100 MEETING TYPE Annual
TICKER SYMBOL GXP MEETING DATE 05-May-2009
ISIN US3911641005 AGENDA 933016998 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 D.L. BODDE For For
2 M.J. CHESSER For For
3 W.H. DOWNEY For For
4 R.C. FERGUSON, JR. For For
5 G.D. FORSEE For For
6 J.A. MITCHELL For For
7 W.C. NELSON For For
8 L.H. TALBOTT For For
9 R.H. WEST For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS INDEPENDENT AUDITORS FOR 2009.
03 THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S Management For For
ARTICLES OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK, WITHOUT
PAR VALUE, FROM 150,000,000 TO 250,000,000.
HAWAIIAN ELECTRIC INDUSTRIES, INC.
SECURITY 419870100 MEETING TYPE Annual
TICKER SYMBOL HE MEETING DATE 05-May-2009
ISIN US4198701009 AGENDA 933017560 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 SHIRLEY J. DANIEL For For
2 CONSTANCE H. LAU For For
3 A. MAURICE MYERS For For
4 JAMES K. SCOTT For For
02 RATIFICATION OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 TO AMEND AND RESTATE THE HEI RESTATED ARTICLES OF Management For For
INCORPORATION.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 65
BOSTON SCIENTIFIC CORPORATION
SECURITY 101137107 MEETING TYPE Annual
TICKER SYMBOL BSX MEETING DATE 05-May-2009
ISIN US1011371077 AGENDA 933017887 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: JOHN E. ABELE Management For For
1B ELECTION OF DIRECTOR: URSULA M. BURNS Management For For
1C ELECTION OF DIRECTOR: MARYE ANNE FOX Management For For
1D ELECTION OF DIRECTOR: RAY J. GROVES Management For For
1E ELECTION OF DIRECTOR: KRISTINA M. JOHNSON Management For For
1F ELECTION OF DIRECTOR: ERNEST MARIO Management For For
1G ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Management For For
1H ELECTION OF DIRECTOR: PETE M. NICHOLAS Management For For
1I ELECTION OF DIRECTOR: JOHN E. PEPPER Management For For
1J ELECTION OF DIRECTOR: UWE E. REINHARDT Management For For
1K ELECTION OF DIRECTOR: WARREN B. RUDMAN Management For For
1L ELECTION OF DIRECTOR: JOHN E. SUNUNU Management For For
1M ELECTION OF DIRECTOR: JAMES R. TOBIN Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2009 FISCAL YEAR.
03 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY Management For For
COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
PHILIP MORRIS INTERNATIONAL INC.
SECURITY 718172109 MEETING TYPE Annual
TICKER SYMBOL PM MEETING DATE 05-May-2009
ISIN US7181721090 AGENDA 933018067 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: HAROLD BROWN Management For For
1B ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA Management For For
1C ELECTION OF DIRECTOR: LOUIS C. CAMILLERI Management For For
1D ELECTION OF DIRECTOR: J. DUDLEY FISHBURN Management For For
1E ELECTION OF DIRECTOR: GRAHAM MACKAY Management For For
1F ELECTION OF DIRECTOR: SERGIO MARCHIONNE Management For For
1G ELECTION OF DIRECTOR: LUCIO A. NOTO Management For For
1H ELECTION OF DIRECTOR: CARLOS SLIM HELU Management For For
1I ELECTION OF DIRECTOR: STEPHEN M. WOLF Management For For
2 RATIFICATION OF THE SELECTION OF INDEPENDENT Management For For
AUDITORS.
3 APPROVAL OF ELIGIBILITY, BUSINESS CRITERIA FOR Management For For
AWARDS AND AWARD LIMITS UNDER THE PMI 2008
PERFORMANCE INCENTIVE PLAN.
ROWAN COMPANIES, INC.
SECURITY 779382100 MEETING TYPE Annual
TICKER SYMBOL RDC MEETING DATE 05-May-2009
ISIN US7793821007 AGENDA 933018221 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 THOMAS R. HIX For For
2 ROBERT E. KRAMEK For For
3 FREDERICK R. LAUSEN For For
4 LAWRENCE J. RUISI For For
02 APPROVE THE 2009 ROWAN COMPANIES, INC. INCENTIVE Management For For
PLAN.
03 RATIFY THE APPOINTMENT OF DELOITTE TOUCHE LLP AS Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2009.
BRISTOL-MYERS SQUIBB COMPANY
SECURITY 110122108 MEETING TYPE Annual
TICKER SYMBOL BMY MEETING DATE 05-May-2009
ISIN US1101221083 AGENDA 933018372 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: L. ANDREOTTI Management For For
1B ELECTION OF DIRECTOR: L.B. CAMPBELL Management For For
1C ELECTION OF DIRECTOR: J.M. CORNELIUS Management For For
1D ELECTION OF DIRECTOR: L.J. FREEH Management For For
1E ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D. Management For For
1F ELECTION OF DIRECTOR: M. GROBSTEIN Management For For
1G ELECTION OF DIRECTOR: L. JOHANSSON Management For For
1H ELECTION OF DIRECTOR: A.J. LACY Management For For
1I ELECTION OF DIRECTOR: V.L. SATO, PH.D. Management For For
1J ELECTION OF DIRECTOR: T.D. WEST, JR. Management For For
1K ELECTION OF DIRECTOR: R.S. WILLIAMS, M.D. Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM.
03 EXECUTIVE COMPENSATION DISCLOSURE. Shareholder Against For
04 SIMPLE MAJORITY VOTE. Shareholder Against For
05 SPECIAL SHAREOWNER MEETINGS. Shareholder Against For
06 EXECUTIVE COMPENSATION ADVISORY VOTE. Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 66
DOMINION RESOURCES, INC.
SECURITY 25746U109 MEETING TYPE Annual
TICKER SYMBOL D MEETING DATE 05-May-2009
ISIN US25746U1097 AGENDA 933024539 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: PETER W. BROWN Management For For
1B ELECTION OF DIRECTOR: GEORGE A. DAVIDSON, JR. Management For For
1C ELECTION OF DIRECTOR: THOMAS F. FARRELL, II Management For For
1D ELECTION OF DIRECTOR: JOHN W. HARRIS Management For For
1E ELECTION OF DIRECTOR: ROBERT S. JEPSON, JR. Management For For
1F ELECTION OF DIRECTOR: MARK J. KINGTON Management For For
1G ELECTION OF DIRECTOR: BENJAMIN J. LAMBERT, III Management For For
1H ELECTION OF DIRECTOR: MARGARET A. MCKENNA Management For For
1I ELECTION OF DIRECTOR: FRANK S. ROYAL Management For For
1J ELECTION OF DIRECTOR: DAVID A. WOLLARD Management For For
02 RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS Management For For
FOR 2009.
03 APPROVE THE ADOPTION OF THE AMENDED AND Management For For
RESTATED 2005 INCENTIVE COMPENSATION PLAN.
04 SHAREHOLDER PROPOSAL (SET AND PURSUE GOAL FOR Shareholder Against For
80% FOSSIL-FUEL-FREE GENERATION BY 2020)
05 SHAREHOLDER PROPOSAL (ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION)
06 SHAREHOLDER PROPOSAL (EXECUTIVE SUPPLEMENTAL Shareholder Against For
RETIREMENT BENEFITS)
BROOKFIELD ASSET MANAGEMENT INC.
SECURITY 112585104 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL BAM MEETING DATE 05-May-2009
ISIN CA1125851040 AGENDA 933032625 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 MARCEL R. COUTU For For
2 MAUREEN KEMPSTON DARKES For For
3 LANCE LIEBMAN For For
4 G. WALLACE F. MCCAIN For For
5 FRANK J. MCKENNA For For
6 JACK M. MINTZ For For
7 PATRICIA M. NEWSON For For
8 JAMES A. PATTISON For For
02 THE APPOINTMENT OF THE EXTERNAL AUDITOR AND Management For For
AUTHORIZING THE DIRECTORS TO SET ITS
REMUNERATION;
03 THE 2009 PLAN RESOLUTION. Management For For
ABB LTD
SECURITY 000375204 MEETING TYPE Annual
TICKER SYMBOL ABB MEETING DATE 05-May-2009
ISIN US0003752047 AGENDA 933058059 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
2A APPROVAL OF THE ANNUAL REPORT, THE CONSOLIDATED Management For For
FINANCIAL STATEMENTS, AND THE ANNUAL FINANCIAL
STATEMENTS FOR 2008.
2B CONSULATIVE VOTE ON THE 2008 REMUNERATION Management For For
REPORT.
03 DISCHARGE OF THE BOARD OF DIRECTORS AND THE Management For For
PERSONS ENTRUSTED WITH MANAGEMENT.
04 APPROPRIATION OF AVAILABLE EARNINGS AND RELEASE Management For For
OF LEGAL RESERVES.
05 RENEWAL OF AUTHORIZED SHARE CAPITAL. Management For For
06 CAPITAL REDUCTION THROUGH NOMINAL VALUE Management For For
REPAYMENT.
07 AMENDMENT TO THE ARTICLES OF INCORPORATION Management For For
RELATED TO THE CAPITAL REDUCTION.
8A ELECTIONS TO THE BOARD OF DIRECTOR: HUBERTUS VON Management For For
GRUNBERG, GERMAN, RE-ELECT AS DIRECTOR.
8B ELECTIONS TO THE BOARD OF DIRECTOR: ROGER Management For For
AGNELLI, BRAZILIAN, RE-ELECT AS DIRECTOR.
8C ELECTIONS TO THE BOARD OF DIRECTOR: LOUIS R. Management For For
HUGHES, AMERICAN, RE-ELECT AS DIRECTOR.
8D ELECTIONS TO THE BOARD OF DIRECTOR: HANS ULRICH Management For For
MARKI, SWISS, RE-ELECT AS DIRECTOR.
8E ELECTIONS TO THE BOARD OF DIRECTOR: MICHEL DE Management For For
ROSEN, FRENCH, RE-ELECT AS DIRECTOR.
8F ELECTIONS TO THE BOARD OF DIRECTOR: MICHAEL Management For For
TRESCHOW, SWEDISH, RE-ELECT AS DIRECTOR.
8G ELECTIONS TO THE BOARD OF DIRECTOR: BERND W. Management For For
VOSS, GERMAN, RE-ELECT AS DIRECTOR.
8H ELECTIONS TO THE BOARD OF DIRECTOR: JACOB Management For For
WALLENBERG, SWEDISH, RE-ELECT AS DIRECTOR.
09 ELECTION OF THE AUDITORS. Management For For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 67
PINNACLE ENTERTAINMENT, INC.
SECURITY 723456109 MEETING TYPE Annual
TICKER SYMBOL PNK MEETING DATE 05-May-2009
ISIN US7234561097 AGENDA 933059809 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 DANIEL R. LEE For For
2 STEPHEN C. COMER For For
3 JOHN V. GIOVENCO For For
4 RICHARD J. GOEGLEIN For For
5 ELLIS LANDAU For For
6 BRUCE A. LESLIE For For
7 JAMES L. MARTINEAU For For
8 MICHAEL ORNEST For For
9 LYNN P. REITNOUER For For
02 PROPOSAL TO AMEND THE COMPANY'S EXISTING EQUITY Management For For
PLANS AND INDUCEMENT OPTION GRANTS TO PERMIT A
ONE-TIME VALUE-FOR-VALUE STOCK OPTION EXCHANGE
PROGRAM.
03 APPROVAL OF THE APPOINTMENT OF THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR THE 2009 FISCAL YEAR.
THOMAS & BETTS CORPORATION
SECURITY 884315102 MEETING TYPE Annual
TICKER SYMBOL TNB MEETING DATE 06-May-2009
ISIN US8843151023 AGENDA 933017382 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 JEANANNE K. HAUSWALD For For
2 DEAN JERNIGAN For For
3 RONALD B. KALICH, SR. For For
4 KENNETH R. MASTERSON For For
5 DOMINIC J. PILEGGI For For
6 JEAN-PAUL RICHARD For For
7 RUFUS H. RIVERS For For
8 KEVIN L. ROBERG For For
9 DAVID D. STEVENS For For
10 WILLIAM H. WALTRIP For For
2 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
EL PASO CORPORATION
SECURITY 28336L109 MEETING TYPE Annual
TICKER SYMBOL EP MEETING DATE 06-May-2009
ISIN US28336L1098 AGENDA 933017510 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: JUAN CARLOS BRANIFF Management For For
1B ELECTION OF DIRECTOR: JAMES L. DUNLAP Management For For
1C ELECTION OF DIRECTOR: DOUGLAS L. FOSHEE Management For For
1D ELECTION OF DIRECTOR: ROBERT W. GOLDMAN Management For For
1E ELECTION OF DIRECTOR: ANTHONY W. HALL, JR. Management For For
1F ELECTION OF DIRECTOR: THOMAS R. HIX Management For For
1G ELECTION OF DIRECTOR: FERRELL P. MCCLEAN Management For For
1H ELECTION OF DIRECTOR: STEVEN J. SHAPIRO Management For For
1I ELECTION OF DIRECTOR: J. MICHAEL TALBERT Management For For
1J ELECTION OF DIRECTOR: ROBERT F. VAGT Management For For
1K ELECTION OF DIRECTOR: JOHN L. WHITMIRE Management For For
02 APPROVAL OF THE EL PASO CORPORATION 2005 OMNIBUS Management For For
INCENTIVE COMPENSATION PLAN.
03 APPROVAL OF THE EL PASO CORPORATION EMPLOYEE Management For For
STOCK PURCHASE PLAN.
04 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
SJW CORP.
SECURITY 784305104 MEETING TYPE Annual
TICKER SYMBOL SJW MEETING DATE 06-May-2009
ISIN US7843051043 AGENDA 933017724 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 K. ARMSTRONG For For
2 M.L. CALI For For
3 J.P. DINAPOLI For For
4 D.R. KING For For
5 N.Y. MINETA For For
6 G.E. MOSS For For
7 W.R. ROTH For For
8 C.J. TOENISKOETTER For For
9 F.R. ULRICH, JR. For For
10 R.A. VAN VALER For For
02 RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR FISCAL YEAR 2009.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 68
HESS CORPORATION
SECURITY 42809H107 MEETING TYPE Annual
TICKER SYMBOL HES MEETING DATE 06-May-2009
ISIN US42809H1077 AGENDA 933018334 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 J.B. HESS For For
2 S.W. BODMAN For For
3 R. LAVIZZO-MOUREY For For
4 C.G. MATTHEWS For For
5 E.H. VON METZSCH For For
2 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP Management For For
AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2009.
CVS CAREMARK CORPORATION
SECURITY 126650100 MEETING TYPE Annual
TICKER SYMBOL CVS MEETING DATE 06-May-2009
ISIN US1266501006 AGENDA 933021418 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: EDWIN M. BANKS Management For For
1B ELECTION OF DIRECTOR: C. DAVID BROWN II Management For For
1C ELECTION OF DIRECTOR: DAVID W. DORMAN Management For For
1D ELECTION OF DIRECTOR: KRISTEN G. WILLIAMS Management For For
1E ELECTION OF DIRECTOR: MARIAN L. HEARD Management For For
1F ELECTION OF DIRECTOR: WILLIAM H. JOYCE Management For For
1G ELECTION OF DIRECTOR: JEAN-PIERRE MILLON Management For For
1H ELECTION OF DIRECTOR: TERRENCE MURRAY Management For For
1I ELECTION OF DIRECTOR: C.A. LANCE PICCOLO Management For For
1J ELECTION OF DIRECTOR: SHELI Z. ROSENBERG Management For For
1K ELECTION OF DIRECTOR: THOMAS M. RYAN Management For For
1L ELECTION OF DIRECTOR: RICHARD J. SWIFT Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2009
FISCAL YEAR.
03 STOCKHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
STOCKHOLDER MEETINGS.
04 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT Shareholder Against For
CHAIRMAN OF THE BOARD.
05 STOCKHOLDER PROPOSAL REGARDING POLITICAL Shareholder Against For
CONTRIBUTIONS AND EXPENDITURES.
06 STOCKHOLDER PROPOSAL REGARDING ADVISORY Shareholder Against For
STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION.
PENNICHUCK CORPORATION
SECURITY 708254206 MEETING TYPE Annual
TICKER SYMBOL PNNW MEETING DATE 06-May-2009
ISIN US7082542066 AGENDA 933029298 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JOSEPH A. BELLAVANCE For For
2 STEVEN F. BOLANDER For For
3 CLARENCE A. DAVIS For For
4 MICHAEL I. GERMAN For For
5 ROBERT P. KELLER For For
02 TO APPROVE THE PROPOSED AMENDMENT AND Management For For
RESTATEMENT OF THE PENNICHUCK CORPORATION 2000
STOCK OPTION PLAN.
LUFKIN INDUSTRIES, INC.
SECURITY 549764108 MEETING TYPE Annual
TICKER SYMBOL LUFK MEETING DATE 06-May-2009
ISIN US5497641085 AGENDA 933035140 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 D.V. SMITH For For
2 J.F. ANDERSON For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2009.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 69
VEOLIA ENVIRONNEMENT, PARIS
SECURITY F9686M107 MEETING TYPE MIX
TICKER SYMBOL VIE.PA MEETING DATE 07-May-2009
ISIN FR0000124141 AGENDA 701920565 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
"French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card di-rectly to the sub custodian. Please contact your
Client Service Representative-to obtain the necessary card,
account details and directions. The followi-ng applies to Non-
Resident Shareowners: Proxy Cards: Voting instructions wil-l be
forwarded to the Global Custodians that have become Registered
Intermedia-ries, on the Vote Deadline Date. In capacity as
Registered Intermediary, the G-lobal Custodian will sign the Proxy
Card and forward to the local custodian. I-f you are unsure
whether your Global Custodian acts as Registered Intermediary-,
please contact your representative"
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 551498 DUE TO ADDITION OF-RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
O.1 Approve the reports and the unconsolidated accounts for the 2008 Management For For
FY
O.2 Approve the consolidated accounts for the 2008 FY Management For For
O.3 Approve the charges and expenses referred to in Article 39-4 of Management For For
the General Tax Code
O.4 Approve the Distribution of profits and the dividend payment date Management For For
O.5 Approve the option for the dividend payment in shares Management For For
O.6 Approve the regulated agreements and commitments [excluding Management For For
modification of a commitment concluded in favor of a corporate
officer]
O.7 Approve the regulated agreement and commitment [modification Management For For
of a commitment concluded in favor of a Corporate officer]
O.8 Approve the renewal of a Board Member's mandate Management For For
O.9 Approve the renewal of a Board Member's mandate Management For For
O.10 Approve the renewal of a Board Member's mandate Management For For
O.11 Approve the renewal of a Board Member's mandate Management For For
O.12 Approve the renewal of a Board Member's mandate Management For For
O.13 Approve the renewal of a Board Member's mandate Management For For
O.14 Approve the renewal of a Board Member's mandate Management For For
O.15 Authorize the Board of Directors to operate on the Company's Management For For
shares
E.16 Authorize the Board of Directors in order to decide a share capital Management For For
increase by issuance, without preferential subscription right of
shares and/or securities giving access to the Company's capital
and/or the issuance of securities giving right to the allocation of
debt securities by an offer referred to in Article L. 411-2, II of
the Monetary and Financial Code [as amended by the Ordinance
No.2009-80 on 22 JAN 2009]
E.17 Authorize the Board of Directors in order to decide a share capital Management For For
increase by issuance of shares or securities giving access to the
capital reserved for a Savings Plans' members with cancellation of
preferential subscription rights, for their benefit
E.18 Authorize the Board of Directors in order to decide, during a public Management For For
offer period, the issuance of warrants to subscribe on preferential
terms, to the Company's shares, including their free allocation for
the Company's shareholders
E.19 Approve the reduction of the Board Members' mandate duration Management For For
and modification of the Statutes
OE.20 Grant Powers for formalities Management For For
O.21 Appoint the Board Member Management For For
O.22 Approve the Attendances allowances for the Board Members Management For For
SPECTRA ENERGY CORP
SECURITY 847560109 MEETING TYPE Annual
TICKER SYMBOL SE MEETING DATE 07-May-2009
ISIN US8475601097 AGENDA 933017065 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVAL OF AN AMENDMENT TO SPECTRA ENERGY'S Management For For
CERTIFICATE OF INCORPORATION TO ELIMINATE THE
CLASSIFIED STRUCTURE OF ITS BOARD OF DIRECTORS.
02 DIRECTOR Management
1 GREGORY L. EBEL For For
2 PETER B. HAMILTON For For
3 MICHAEL E.J. PHELPS For For
03 RATIFICATION OF DELOITTE & TOUCHE LLP AS SPECTRA Management For For
ENERGY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2009.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 70
AVISTA CORP.
SECURITY 05379B107 MEETING TYPE Annual
TICKER SYMBOL AVA MEETING DATE 07-May-2009
ISIN US05379B1070 AGENDA 933017142 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: JOHN F. KELLY Management For For
1B ELECTION OF DIRECTOR: SCOTT L. MORRIS Management For For
1C ELECTION OF DIRECTOR: HEIDI B. STANLEY Management For For
1D ELECTION OF DIRECTOR: R. JOHN TAYLOR Management For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
03 REAPPROVAL OF THE MATERIAL TERMS OF Management For For
PERFORMANCE GOALS UNDER THE COMPANY'S LONG-
TERM INCENTIVE PLAN.
04 CONSIDERATION OF A SHAREHOLDER PROPOSAL TO Shareholder For
ELIMINATE THE CLASSIFICATION OF THE BOARD OF
DIRECTORS SO AS TO REQUIRE THAT ALL DIRECTORS BE
ELECTED ANNUALLY.
05 CONSIDERATION OF A SHAREHOLDER PROPOSAL TO Shareholder Against For
REQUIRE THAT AN INDEPENDENT DIRECTOR SERVE AS
CHAIR OF THE BOARD WHO DOES NOT ALSO SERVE AS
CEO OF THE COMPANY.
SUNOCO,INC.
SECURITY 86764P109 MEETING TYPE Annual
TICKER SYMBOL SUN MEETING DATE 07-May-2009
ISIN US86764P1093 AGENDA 933017217 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 R.J. DARNALL For For
2 G.W. EDWARDS For For
3 L.L. ELSENHANS For For
4 U.O. FAIRBAIRN For For
5 T.P. GERRITY For For
6 R.B. GRECO For For
7 J.P. JONES, III For For
8 J.G. KAISER For For
9 J.W. ROWE For For
10 J.K. WULFF For For
2 APPROVAL OF THE AMENDED AND RESTATED SUNOCO, Management For For
INC. RETAINER STOCK PLAN FOR OUTSIDE DIRECTORS.
3 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR 2009.
VERIZON COMMUNICATIONS INC.
SECURITY 92343V104 MEETING TYPE Annual
TICKER SYMBOL VZ MEETING DATE 07-May-2009
ISIN US92343V1044 AGENDA 933018017 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: RICHARD L. CARRION Management For For
1B ELECTION OF DIRECTOR: M. FRANCES KEETH Management For For
1C ELECTION OF DIRECTOR: ROBERT W. LANE Management For For
1D ELECTION OF DIRECTOR: SANDRA O. MOOSE Management For For
1E ELECTION OF DIRECTOR: JOSEPH NEUBAUER Management For For
1F ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Management For For
1G ELECTION OF DIRECTOR: THOMAS H. O'BRIEN Management For For
1H ELECTION OF DIRECTOR: CLARENCE OTIS, JR. Management For For
1I ELECTION OF DIRECTOR: HUGH B. PRICE Management For For
1J ELECTION OF DIRECTOR: IVAN G. SEIDENBERG Management For For
1K ELECTION OF DIRECTOR: JOHN W. SNOW Management For For
1L ELECTION OF DIRECTOR: JOHN R. STAFFORD Management For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION Management For For
04 APPROVAL OF LONG-TERM INCENTIVE PLAN Management For For
05 APPROVAL OF SHORT-TERM INCENTIVE PLAN Management For For
06 PROHIBIT GRANTING STOCK OPTIONS Shareholder Against For
07 SHAREHOLDER ABILITY TO CALL SPECIAL MEETING Shareholder Against For
08 SEPARATE OFFICES OF CHAIRMAN AND CEO Shareholder Against For
09 CUMULATIVE VOTING Shareholder Against For
10 SHAREHOLDER APPROVAL OF BENEFITS PAID AFTER Shareholder Against For
DEATH
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 71
PEPSIAMERICAS, INC.
SECURITY 71343P200 MEETING TYPE Annual
TICKER SYMBOL PAS MEETING DATE 07-May-2009
ISIN US71343P2002 AGENDA 933019312 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: HERBERT M. BAUM Management For For
1B ELECTION OF DIRECTOR: RICHARD G. CLINE Management For For
1C ELECTION OF DIRECTOR: MICHAEL J. CORLISS Management For For
1D ELECTION OF DIRECTOR: PIERRE S. DU PONT Management For For
1E ELECTION OF DIRECTOR: ARCHIE R. DYKES Management For For
1F ELECTION OF DIRECTOR: JAROBIN GILBERT, JR. Management For For
1G ELECTION OF DIRECTOR: JAMES R. KACKLEY Management For For
1H ELECTION OF DIRECTOR: MATTHEW M. MCKENNA Management For For
1I ELECTION OF DIRECTOR: ROBERT C. POHLAD Management For For
1J ELECTION OF DIRECTOR: DEBORAH E. POWELL Management For For
02 APPROVAL OF 2009 LONG-TERM INCENTIVE PLAN. Management For For
03 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS.
WISCONSIN ENERGY CORPORATION
SECURITY 976657106 MEETING TYPE Annual
TICKER SYMBOL WEC MEETING DATE 07-May-2009
ISIN US9766571064 AGENDA 933019386 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JOHN F. BERGSTROM For For
2 BARBARA L. BOWLES For For
3 PATRICIA W. CHADWICK For For
4 ROBERT A. CORNOG For For
5 CURT S. CULVER For For
6 THOMAS J. FISCHER For For
7 GALE E. KLAPPA For For
8 ULICE PAYNE, JR. For For
9 FREDERICK P STRATTON JR For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT AUDITORS FOR 2009.
DUKE ENERGY CORPORATION
SECURITY 26441C105 MEETING TYPE Annual
TICKER SYMBOL DUK MEETING DATE 07-May-2009
ISIN US26441C1053 AGENDA 933019728 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 WILLIAM BARNET, III For For
2 G. ALEX BERNHARDT, SR. For For
3 MICHAEL G. BROWNING For For
4 DANIEL R. DIMICCO For For
5 ANN MAYNARD GRAY For For
6 JAMES H. HANCE, JR. For For
7 JAMES T. RHODES For For
8 JAMES E. ROGERS For For
9 PHILIP R. SHARP For For
10 DUDLEY S. TAFT For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE Management For For
ENERGY CORPORATION'S INDEPENDENT PUBLIC
ACCOUNTANT FOR 2009
SOUTHWEST GAS CORPORATION
SECURITY 844895102 MEETING TYPE Annual
TICKER SYMBOL SWX MEETING DATE 07-May-2009
ISIN US8448951025 AGENDA 933019754 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 GEORGE C. BIEHL For For
2 ROBERT L. BOUGHNER For For
3 THOMAS E. CHESTNUT For For
4 STEPHEN C. COMER For For
5 RICHARD M. GARDNER For For
6 LEROY C. HANNEMAN, JR. For For
7 JAMES J. KROPID For For
8 MICHAEL O. MAFFIE For For
9 ANNE L. MARIUCCI For For
10 MICHAEL J. MELARKEY For For
11 JEFFREY W. SHAW For For
12 THOMAS A. THOMAS For For
13 TERRENCE L. WRIGHT For For
2 TO APPROVE THE CONTINUATION OF THE AMENDED AND Management For For
RESTATED MANAGEMENT INCENTIVE PLAN.
3 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR FISCAL YEAR 2009.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 72
PEABODY ENERGY CORPORATION
SECURITY 704549104 MEETING TYPE Annual
TICKER SYMBOL BTU MEETING DATE 07-May-2009
ISIN US7045491047 AGENDA 933021064 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTORS Management
1 GREGORY H. BOYCE For For
2 WILLIAM E. JAMES For For
3 ROBERT B. KARN III For For
4 M. FRANCES KEETH For For
5 HENRY E. LENTZ For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
03 REAPPROVAL OF THE MATERIAL TERMS OF THE Management For For
PERFORMANCE MEASURES UNDER THE COMPANY'S 2004
LONG-TERM EQUITY INCENTIVE PLAN.
AVON PRODUCTS, INC.
SECURITY 054303102 MEETING TYPE Annual
TICKER SYMBOL AVP MEETING DATE 07-May-2009
ISIN US0543031027 AGENDA 933023157 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 W. DON CORNWELL For For
2 EDWARD T. FOGARTY For For
3 V. ANN HAILEY For For
4 FRED HASSAN For For
5 ANDREA JUNG For For
6 MARIA ELENA LAGOMASINO For For
7 ANN S. MOORE For For
8 PAUL S. PRESSLER For For
9 GARY M. RODKIN For For
10 PAULA STERN For For
11 LAWRENCE A. WEINBACH For For
2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
3 RESOLUTION REGARDING NANOMATERIAL REPORT Shareholder Against For
KANSAS CITY SOUTHERN
SECURITY 485170302 MEETING TYPE Annual
TICKER SYMBOL KSU MEETING DATE 07-May-2009
ISIN US4851703029 AGENDA 933024565 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 MICHAEL R. HAVERTY For For
2 THOMAS A. MCDONNELL For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF Management For For
KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
03 APPROVAL OF THE KANSAS CITY SOUTHERN 2009 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
APACHE CORPORATION
SECURITY 037411105 MEETING TYPE Annual
TICKER SYMBOL APA MEETING DATE 07-May-2009
ISIN US0374111054 AGENDA 933026254 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 ELECTION OF DIRECTOR: FREDERICK M. BOHEN Management For For
02 ELECTION OF DIRECTOR: GEORGE D. LAWRENCE Management For For
03 ELECTION OF DIRECTOR: RODMAN D. PATTON Management For For
04 ELECTION OF DIRECTOR: CHARLES J. PITMAN Management For For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 73
MUELLER INDUSTRIES, INC.
SECURITY 624756102 MEETING TYPE Annual
TICKER SYMBOL MLI MEETING DATE 07-May-2009
ISIN US6247561029 AGENDA 933031611 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 ALEXANDER P. FEDERBUSH For For
2 PAUL J. FLAHERTY For For
3 GENNARO J. FULVIO For For
4 GARY S. GLADSTEIN For For
5 SCOTT J. GOLDMAN For For
6 TERRY HERMANSON For For
7 HARVEY L. KARP For For
02 APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS OF THE COMPANY.
03 APPROVE THE MUELLER INDUSTRIES, INC. 2009 STOCK Management For For
INCENTIVE PLAN.
04 STOCKHOLDER PROPOSAL REGARDING BOARD Shareholder Against For
MEMBERSHIP.
BCE INC.
SECURITY 05534B760 MEETING TYPE Annual
TICKER SYMBOL BCE MEETING DATE 07-May-2009
ISIN CA05534B7604 AGENDA 933033615 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 B.K. ALLEN For For
2 A. BERARD For For
3 R.A. BRENNEMAN For For
4 R.E. BROWN For For
5 G.A. COPE For For
6 A.S. FELL For For
7 D. SOBLE KAUFMAN For For
8 B.M. LEVITT For For
9 E.C. LUMLEY For For
10 T.C. O'NEILL For For
11 P.M. TELLIER For For
12 P.R. WEISS For For
13 V.L. YOUNG For For
02 DELOITTE & TOUCHE LLP AS AUDITORS. Management For For
3A CEASE AND DESIST BUYING SHARES PURSUANT TO THE Shareholder Against For
SHARE BUYBACK DATED DECEMBER 12, 2008.
3B DECLARING AS A SPECIAL DIVIDEND AN AMOUNT EQUAL Shareholder Against For
TO THE DIVIDEND OF THE BCE COMMON SHARES THAT
WOULD HAVE BEEN PAID IN JULY AND OCTOBER 2008.
3C MISSED DIVIDEND PAYMENTS TO SHAREHOLDERS FOR Shareholder Against For
THE PERIOD OF JULY 15, 2008 AND OCTOBER 15, 2008.
3D CUT BOARD OF DIRECTORS, PRESIDENT AND CEO, AND Shareholder Against For
TOP MANAGEMENT SALARIES, BONUSES, STOCK OPTION
BENEFITS, OTHER BENEFITS AND PERKS BY 50% IN 2009
AND 2010, AND CAP THEM TO A MAXIMUM OF $ 500,000 PER
PERSON, PER YEAR FOR 2009 AND 2010.
3E INDEPENDENCE OF COMPENSATION COMMITTEE Shareholder Against For
MEMBERS AND EXTERNAL COMPENSATION ADVISORS.
3F SHAREHOLDER ADVISORY VOTE ON THE EXECUTIVE Shareholder For For
COMPENSATION POLICY.
3G FEMALE REPRESENTATION ON BOARD OF DIRECTORS. Shareholder Against For
3H LIMIT ON THE NUMBER OF DIRECTORSHIPS. Shareholder Against For
CENTURYTEL, INC.
SECURITY 156700106 MEETING TYPE Annual
TICKER SYMBOL CTL MEETING DATE 07-May-2009
ISIN US1567001060 AGENDA 933046080 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 FRED R. NICHOLS For For
2 HARVEY P. PERRY For For
3 JIM D. REPPOND For For
4 JOSEPH R. ZIMMEL For For
02 TO RATIFY THE SELECTION OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITOR FOR 2009.
03 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
DIRECTOR ELECTION VOTING STANDARDS.
04 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
EXECUTIVE COMPENSATION.
05 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
NETWORK MANAGEMENT PRACTICES.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 74
STERLING BANCORP
SECURITY 859158107 MEETING TYPE Annual
TICKER SYMBOL STL MEETING DATE 07-May-2009
ISIN US8591581074 AGENDA 933047323 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 ROBERT ABRAMS For For
2 JOSEPH M. ADAMKO For For
3 LOUIS J. CAPPELLI For For
4 FERNANDO FERRER For For
5 ALLAN F. HERSHFIELD For For
6 HENRY J. HUMPHREYS For For
7 ROBERT W. LAZAR For For
8 JOHN C. MILLMAN For For
9 EUGENE ROSSIDES For For
02 ADVISORY APPROVAL OF THE COMPENSATION OF THE Management For For
COMPANY'S NAMED EXECUTIVE OFFICERS.
03 PROPOSAL TO RATIFY THE APPOINTMENT BY THE AUDIT Management For For
COMMITTEE OF THE BOARD OF DIRECTORS OF CROWE
HORWATH LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR 2009.
WEATHERFORD INTERNATIONAL LTD
SECURITY H27013103 MEETING TYPE Annual
TICKER SYMBOL WFT MEETING DATE 07-May-2009
ISIN CH0038838394 AGENDA 933056182 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: BERNARD J. DUROC-DANNER Management For For
1B ELECTION OF DIRECTOR: DAVID J. BUTTERS Management For For
1C ELECTION OF DIRECTOR: NICHOLAS F. BRADY Management For For
1D ELECTION OF DIRECTOR: WILLIAM E. MACAULAY Management For For
1E ELECTION OF DIRECTOR: ROBERT B. MILLARD Management For For
1F ELECTION OF DIRECTOR: ROBERT K. MOSES, JR. Management For For
1G ELECTION OF DIRECTOR: ROBERT A. RAYNE Management For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR
ENDING DECEMBER 31, 2009 AND RATIFICATION OF THE
ELECTION OF ERNST & YOUNG AG, ZURICH AS STATUTORY
AUDITOR FOR YEAR ENDING DECEMBER 31, 2009.
ORMAT TECHNOLOGIES, INC.
SECURITY 686688102 MEETING TYPE Annual
TICKER SYMBOL ORA MEETING DATE 08-May-2009
ISIN US6866881021 AGENDA 933018714 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 YEHUDIT BRONICKI For For
2 JACOB J. WORENKLEIN For For
3 ROBERT F. CLARKE For For
2 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR ITS FISCAL YEAR
ENDING DECEMBER 31, 2009
UNISOURCE ENERGY CORPORATION
SECURITY 909205106 MEETING TYPE Annual
TICKER SYMBOL UNS MEETING DATE 08-May-2009
ISIN US9092051062 AGENDA 933022751 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 PAUL J. BONAVIA For For
2 LAWRENCE J. ALDRICH For For
3 BARBARA M. BAUMANN For For
4 LARRY W. BICKLE For For
5 ELIZABETH T. BILBY For For
6 HAROLD W. BURLINGAME For For
7 JOHN L. CARTER For For
8 ROBERT A. ELLIOTT For For
9 DANIEL W.L. FESSLER For For
10 LOUISE L. FRANCESCONI For For
11 WARREN Y. JOBE For For
12 RAMIRO G. PERU For For
13 GREGORY A. PIVIROTTO For For
14 JOAQUIN RUIZ For For
02 RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR, Management For For
PRICEWATERHOUSECOOPERS, LLP, FOR THE FISCAL YEAR
2009.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 75
AMERICAN WATER WORKS COMPANY, INC.
SECURITY 030420103 MEETING TYPE Annual
TICKER SYMBOL AWK MEETING DATE 08-May-2009
ISIN US0304201033 AGENDA 933023436 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 DONALD L. CORRELL For For
2 MARTHA CLARK GOSS For For
3 DR. MANFRED DOSS For For
4 RICHARD R. GRIGG For For
5 JULIA L. JOHNSON For For
6 GEORGE MACKENZIE For For
7 WILLIAM J. MARRAZZO For For
8 DR. ROLF POHLIG For For
9 ANDREAS G. ZETZSCHE For For
2 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2009.
3 PROPOSAL TO APPROVE AMENDMENTS TO THE AMERICAN Management For For
WATER WORKS COMPANY, INC. 2007 OMNIBUS EQUITY
COMPENSATION PLAN.
ST. JUDE MEDICAL, INC.
SECURITY 790849103 MEETING TYPE Annual
TICKER SYMBOL STJ MEETING DATE 08-May-2009
ISIN US7908491035 AGENDA 933024159 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JOHN W. BROWN For For
2 DANIEL J. STARKS For For
02 TO APPROVE THE ST. JUDE MEDICAL, INC. MANAGEMENT Management For For
INCENTIVE COMPENSATION PLAN.
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
WASTE MANAGEMENT, INC.
SECURITY 94106L109 MEETING TYPE Annual
TICKER SYMBOL WMI MEETING DATE 08-May-2009
ISIN US94106L1098 AGENDA 933026115 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: PASTORA SAN JUAN CAFFERTY Management For For
1B ELECTION OF DIRECTOR: FRANK M. CLARK, JR. Management For For
1C ELECTION OF DIRECTOR: PATRICK W. GROSS Management For For
1D ELECTION OF DIRECTOR: JOHN C. POPE Management For For
1E ELECTION OF DIRECTOR: W. ROBERT REUM Management For For
1F ELECTION OF DIRECTOR: STEVEN G. ROTHMEIER Management For For
1G ELECTION OF DIRECTOR: DAVID P. STEINER Management For For
1H ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
03 PROPOSAL TO AMEND THE COMPANY'S EMPLOYEE STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE UNDER THE PLAN.
04 PROPOSAL TO APPROVE THE COMPANY'S 2009 STOCK Management For For
INCENTIVE PLAN.
05 PROPOSAL RELATING TO DISCLOSURE OF POLITICAL Shareholder Against For
CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE
MEETING.
06 PROPOSAL TO ADOPT SIMPLE MAJORITY VOTE, IF Shareholder Against For
PROPERLY PRESENTED AT MEETING.
ALCOA INC.
SECURITY 013817101 MEETING TYPE Annual
TICKER SYMBOL AA MEETING DATE 08-May-2009
ISIN US0138171014 AGENDA 933026165 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 KATHRYN S. FULLER For For
2 JUDITH M. GUERON For For
3 PATRICIA F. RUSSO For For
4 ERNESTO ZEDILLO For For
02 PROPOSAL TO RATIFY THE INDEPENDENT AUDITOR Management For For
03 PROPOSAL TO APPROVE 2009 ALCOA STOCK INCENTIVE Management Against Against
PLAN
04 SHAREHOLDER PROPOSAL: SIMPLE MAJORITY VOTE Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 76
OCEANEERING INTERNATIONAL, INC.
SECURITY 675232102 MEETING TYPE Annual
TICKER SYMBOL OII MEETING DATE 08-May-2009
ISIN US6752321025 AGENDA 933030253 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JOHN R. HUFF For For
2 JEROLD J. DESROCHE For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2009.
AQUA AMERICA, INC.
SECURITY 03836W103 MEETING TYPE Annual
TICKER SYMBOL WTR MEETING DATE 08-May-2009
ISIN US03836W1036 AGENDA 933043197 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 NICHOLAS DEBENEDICTIS For For
2 RICHARD H. GLANTON For For
3 LON R. GREENBERG For For
02 TO APPROVE THE 2009 OMNIBUS EQUITY COMPENSATION Management For For
PLAN.
03 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR THE 2009 FISCAL YEAR.
04 SHAREHOLDER PROPOSAL REGARDING THE Shareholder Against For
PREPARATION AND PUBLICATION OF A SUSTAINABILITY
REPORT.
DISH NETWORK CORPORATION
SECURITY 25470M109 MEETING TYPE Annual
TICKER SYMBOL DISH MEETING DATE 11-May-2009
ISIN US25470M1099 AGENDA 933028981 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JAMES DEFRANCO For For
2 CANTEY ERGEN For For
3 CHARLES W. ERGEN For For
4 STEVEN R. GOODBARN For For
5 GARY S. HOWARD For For
6 DAVID K. MOSKOWITZ For For
7 TOM A. ORTOLF For For
8 CARL E. VOGEL For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
03 TO APPROVE OUR 2009 STOCK INCENTIVE PLAN. Management Against Against
04 TO APPROVE AMENDMENTS TO EXISTING EQUITY PLANS Management Against Against
TO ALLOW FOR STOCK AWARD EXCHANGE PROGRAMS.
ECHOSTAR CORPORATION
SECURITY 278768106 MEETING TYPE Annual
TICKER SYMBOL SATS MEETING DATE 11-May-2009
ISIN US2787681061 AGENDA 933028993 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JOSEPH P. CLAYTON For For
2 R. STANTON DODGE For For
3 MICHAEL T. DUGAN For For
4 CHARLES W. ERGEN For For
5 DAVID K. MOSKOWITZ For For
6 TOM A. ORTOLF For For
7 C. MICHAEL SCHROEDER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
03 TO AMEND AND RESTATE OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN.
04 TO APPROVE AMENDMENTS TO EXISTING EQUITY PLANS Management Against Against
TO ALLOW FOR STOCK AWARD EXCHANGE PROGRAMS.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 77
INTERNATIONAL PAPER COMPANY
SECURITY 460146103 MEETING TYPE Annual
TICKER SYMBOL IP MEETING DATE 11-May-2009
ISIN US4601461035 AGENDA 933045189 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JOHN V. FARACI* For For
2 STACEY J. MOBLEY** For For
3 WILLIAM G. WALTER* For For
4 J. STEVEN WHISLER* For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
03 COMPANY PROPOSAL TO AMEND ARTICLE I AND ARTICLE II Management For For
OF THE COMPANY'S BY-LAWS REGARDING SPECIAL
SHAREOWNER MEETINGS.
04 COMPANY PROPOSAL TO APPROVE THE 2009 INCENTIVE Management For For
COMPENSATION PLAN.
05 SHAREOWNER PROPOSAL CONCERNING SUSTAINABLE Shareholder Against For
FORESTRY.
ALLETE, INC.
SECURITY 018522300 MEETING TYPE Annual
TICKER SYMBOL ALE MEETING DATE 12-May-2009
ISIN US0185223007 AGENDA 933024224 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 KATHLEEN A. BREKKEN For For
2 HEIDI J. EDDINS For For
3 SIDNEY W. EMERY, JR. For For
4 JAMES J. HOOLIHAN For For
5 MADELEINE W. LUDLOW For For
6 GEORGE L. MAYER For For
7 DOUGLAS C. NEVE For For
8 JACK I. RAJALA For For
9 LEONARD C. RODMAN For For
10 DONALD J. SHIPPAR For For
11 BRUCE W. STENDER For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS ALLETE'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
3 AMEND ARTICLE III OF ALLETE'S AMENDED AND RESTATED Management For For
ARTICLES OF INCORPORATION TO INCREASE THE AMOUNT
OF AUTHORIZED CAPITAL STOCK AND COMMON STOCK OF
THE COMPANY.
4 DELETE ARTICLE V OF ALLETE'S AMENDED AND RESTATED Management For For
ARTICLES OF INCORPORATION TO REMOVE THE NAMES
AND PLACES OF RESIDENCE OF THE BOARD OF
DIRECTORS NAMED THEREIN.
ITT CORPORATION
SECURITY 450911102 MEETING TYPE Annual
TICKER SYMBOL ITT MEETING DATE 12-May-2009
ISIN US4509111021 AGENDA 933028551 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 STEVEN R. LORANGER For For
2 CURTIS J. CRAWFORD For For
3 CHRISTINA A. GOLD For For
4 RALPH F. HAKE For For
5 JOHN J. HAMRE For For
6 PAUL J. KERN For For
7 FRANK T. MACINNIS For For
8 SURYA N. MOHAPATRA For For
9 LINDA S. SANFORD For For
10 MARKOS I. TAMBAKERAS For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS ITT'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
03 TO VOTE ON A SHAREHOLDER PROPOSAL, IF PROPERLY Shareholder Against For
PRESENTED AT THE MEETING, REQUESTING THAT THE
COMPANY PROVIDE A COMPREHENSIVE REPORT AT A
REASONABLE COST AND OMITTING PROPRIETARY AND
CLASSIFIED INFORMATION OF THE COMPANY'S FOREIGN
SALES OF MILITARY AND WEAPONS-RELATED PRODUCTS
AND SERVICES.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 78
SPRINT NEXTEL CORPORATION
SECURITY 852061100 MEETING TYPE Annual
TICKER SYMBOL S MEETING DATE 12-May-2009
ISIN US8520611000 AGENDA 933029224 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: ROBERT R. BENNETT Management For For
1B ELECTION OF DIRECTOR: GORDON M. BETHUNE Management For For
1C ELECTION OF DIRECTOR: LARRY C. GLASSCOCK Management For For
1D ELECTION OF DIRECTOR: JAMES H. HANCE, JR. Management For For
1E ELECTION OF DIRECTOR: DANIEL R. HESSE Management For For
1F ELECTION OF DIRECTOR: V. JANET HILL Management For For
1G ELECTION OF DIRECTOR: FRANK IANNA Management For For
1H ELECTION OF DIRECTOR: SVEN-CHRISTER NILSSON Management For For
1I ELECTION OF DIRECTOR: WILLIAM R. NUTI Management For For
1J ELECTION OF DIRECTOR: RODNEY O'NEAL Management For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
SPRINT NEXTEL FOR 2009.
03 TO APPROVE AMENDMENTS TO THE 1988 EMPLOYEES Management For For
STOCK PURCHASE PLAN.
04 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
SPECIAL SHAREHOLDER MEETINGS.
05 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
POLITICAL CONTRIBUTIONS.
NISOURCE INC.
SECURITY 65473P105 MEETING TYPE Annual
TICKER SYMBOL NI MEETING DATE 12-May-2009
ISIN US65473P1057 AGENDA 933033297 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: RICHARD A. ABDOO Management For For
1B ELECTION OF DIRECTOR: STEVEN C. BEERING Management For For
1C ELECTION OF DIRECTOR: DENNIS E. FOSTER Management For For
1D ELECTION OF DIRECTOR: MICHAEL E. JESANIS Management For For
1E ELECTION OF DIRECTOR: MARTY K. KITTRELL Management For For
1F ELECTION OF DIRECTOR: W. LEE NUTTER Management For For
1G ELECTION OF DIRECTOR: DEBORAH S. PARKER Management For For
1H ELECTION OF DIRECTOR: IAN M. ROLLAND Management For For
1I ELECTION OF DIRECTOR: ROBERT C. SKAGGS, JR. Management For For
1J ELECTION OF DIRECTOR: RICHARD L. THOMPSON Management For For
1K ELECTION OF DIRECTOR: CAROLYN Y. WOO Management For For
II RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTANTS.
III SHAREHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
SHAREHOLDER MEETINGS.
MAINE & MARITIMES CORPORATION
SECURITY 560377103 MEETING TYPE Annual
TICKER SYMBOL MAM MEETING DATE 12-May-2009
ISIN US5603771032 AGENDA 933037409 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 ROBERT E. ANDERSON For For
2 MICHAEL W. CARON For For
3 NATHAN L. GRASS For For
02 RATIFICATION OF THE SELECTION OF VITALE, CATURANO & Management For For
COMPANY, P.C. AS THE COMPANY'S INDEPENDENT
AUDITORS FOR 2009.
PETROCHINA COMPANY LIMITED
SECURITY 71646E100 MEETING TYPE Annual
TICKER SYMBOL PTR MEETING DATE 12-May-2009
ISIN US71646E1001 AGENDA 933050255 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO CONSIDER AND APPROVE THE REPORT OF THE BOARD Management For For
OF DIRECTORS OF THE COMPANY FOR THE YEAR 2008.
02 TO CONSIDER AND APPROVE THE REPORT OF THE Management For For
SUPERVISORY COMMITTEE OF THE COMPANY FOR THE
YEAR 2008.
03 TO CONSIDER AND APPROVE THE AUDITED FINANCIAL Management For For
STATEMENTS OF THE COMPANY FOR THE YEAR 2008.
04 TO CONSIDER AND APPROVE THE DECLARATION AND Management For For
PAYMENT OF THE FINAL DIVIDENDS FOR THE YEAR ENDED
DECEMBER 31, 2008 IN THE AMOUNT AND IN THE MANNER
RECOMMENDED BY THE BOARD OF DIRECTORS.
05 TO CONSIDER AND APPROVE THE AUTHORISATION OF THE Management For For
BOARD OF DIRECTORS TO DETERMINE THE DISTRIBUTION
OF INTERIM DIVIDENDS.
06 APPOINTMENT OF PRICEWATERHOUSECOOPERS AS Management For For
INTERNATIONAL AUDITORS AND
PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED
COMPANY, CERTIFIED PUBLIC ACCOUNTANTS AS
DOMESTIC AUDITORS FOR 2009.
07 TO CONSIDER AND APPROVE, BY WAY OF SPECIAL Management For For
RESOLUTION, A GENERAL MANDATE TO THE BOARD OF
DIRECTORS TO SEPARATELY OR CONCURRENTLY ISSUE,
ALLOT AND DEAL WITH ADDITIONAL DOMESTIC SHARES &
COMPANY SHARES AND OVERSEAS LISTED FOREIGN
SHARES IN THE COMPANY NOT EXCEEDING 20% OF EACH
OF ITS EXISTING DOMESTIC SHARES.
08 CONSIDER AND APPROVE, TO GRANT A GENERAL Management For For
MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS IN
AGGREGATE PRINCIPAL AMOUNT BY BOARD.
09 TO CONSIDER AND APPROVE THE ELECTION OF MR. WANG Management For For
DAOCHENG AS INDEPENDENT SUPERVISOR OF THE
COMPANY.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 79
SAFEWAY INC.
SECURITY 786514208 MEETING TYPE Annual
TICKER SYMBOL SWY MEETING DATE 13-May-2009
ISIN US7865142084 AGENDA 933009640 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: STEVEN A. BURD Management For For
1B ELECTION OF DIRECTOR: JANET E. GROVE Management For For
1C ELECTION OF DIRECTOR: MOHAN GYANI Management For For
1D ELECTION OF DIRECTOR: PAUL HAZEN Management For For
1E ELECTION OF DIRECTOR: FRANK C. HERRINGER Management For For
1F ELECTION OF DIRECTOR: ROBERT I. MACDONNELL Management For For
1G ELECTION OF DIRECTOR: KENNETH W. ODER Management For For
1H ELECTION OF DIRECTOR: REBECCA A. STIRN Management For For
1I ELECTION OF DIRECTOR: WILLIAM Y. TAUSCHER Management For For
1J ELECTION OF DIRECTOR: RAYMOND G. VIAULT Management For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
03 STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE Shareholder Against For
VOTING.
04 STOCKHOLDER PROPOSAL REQUESTING THAT HOLDERS Shareholder Against For
OF 10% OF THE OUTSTANDING COMMON STOCK BE GIVEN
THE POWER TO CALL SPECIAL STOCKHOLDER MEETINGS
05 STOCKHOLDER PROPOSAL REQUESTING LIMITATION ON Shareholder Against For
FUTURE DEATH BENEFITS.
VECTREN CORPORATION
SECURITY 92240G101 MEETING TYPE Annual
TICKER SYMBOL VVC MEETING DATE 13-May-2009
ISIN US92240G1013 AGENDA 933012712 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 CARL L. CHAPMAN For For
2 JOHN M. DUNN For For
3 NIEL C. ELLERBROOK For For
4 JOHN D. ENGELBRECHT For For
5 ANTON H. GEORGE For For
6 MARTIN C. JISCHKE For For
7 ROBERT L. KOCH II For For
8 WILLIAM G. MAYS For For
9 J. TIMOTHY MCGINLEY For For
10 RICHARD P. RECHTER For For
11 R. DANIEL SADLIER For For
12 MICHAEL L. SMITH For For
13 JEAN L. WOJTOWICZ For For
2 THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR VECTREN AND ITS SUBSIDARIES
FOR 2009.
QWEST COMMUNICATIONS INTERNATIONAL INC.
SECURITY 749121109 MEETING TYPE Annual
TICKER SYMBOL Q MEETING DATE 13-May-2009
ISIN US7491211097 AGENDA 933024527 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: EDWARD A. MUELLER Management For For
1B ELECTION OF DIRECTOR: LINDA G. ALVARADO Management For For
1C ELECTION OF DIRECTOR: CHARLES L. BIGGS Management For For
1D ELECTION OF DIRECTOR: K. DANE BROOKSHER Management For For
1E ELECTION OF DIRECTOR: PETER S. HELLMAN Management For For
1F ELECTION OF DIRECTOR: R. DAVID HOOVER Management For For
1G ELECTION OF DIRECTOR: PATRICK J. MARTIN Management For For
1H ELECTION OF DIRECTOR: CAROLINE MATTHEWS Management For For
1I ELECTION OF DIRECTOR: WAYNE W. MURDY Management For For
1J ELECTION OF DIRECTOR: JAN L. MURLEY Management For For
1K ELECTION OF DIRECTOR: JAMES A. UNRUH Management For For
1L ELECTION OF DIRECTOR: ANTHONY WELTERS Management For For
02 THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2009.
03 APPROVAL OF A POLICY RELATING TO SEVERANCE Management For For
ARRANGEMENTS WITH EXECUTIVES.
04 A STOCKHOLDER PROPOSAL URGING THE BOARD TO Shareholder Against For
ADOPT A POLICY TO SEEK STOCKHOLDER APPROVAL OF
CERTAIN EXTRAORDINARY RETIREMENT BENEFITS FOR
EXECUTIVES.
05 A STOCKHOLDER PROPOSAL URGING THE BOARD TO Shareholder Against For
ADOPT A POLICY THAT STOCKHOLDERS HAVE THE
OPPORTUNITY AT ANNUAL MEETINGS TO VOTE ON AN
ADVISORY RESOLUTION ON CERTAIN EXECUTIVE
COMPENSATION.
06 A STOCKHOLDER PROPOSAL REQUESTING THE BOARD TO Shareholder Against For
AMEND OUR BYLAWS TO ALLOW 10% STOCKHOLDERS TO
CALL SPECIAL STOCKHOLDER MEETINGS.
07 A STOCKHOLDER PROPOSAL REQUESTING THAT OUR Shareholder Against For
BOARD INITIATE THE PROCESS OF REINCORPORATING
QWEST IN NORTH DAKOTA.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 80
CONNECTICUT WATER SERVICE, INC.
SECURITY 207797101 MEETING TYPE Annual
TICKER SYMBOL CTWS MEETING DATE 13-May-2009
ISIN US2077971016 AGENDA 933026153 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 LISA J. THIBDAUE For For
2 CAROL P. WALLACE For For
3 DONALD B. WILBUR For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP, INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS, AS INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2009.
PROGRESS ENERGY, INC.
SECURITY 743263105 MEETING TYPE Annual
TICKER SYMBOL PGN MEETING DATE 13-May-2009
ISIN US7432631056 AGENDA 933026266 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 ELECTION OF DIRECTOR: JAMES E. BOSTIC, JR. Management For For
02 ELECTION OF DIRECTOR: HARRIS E. DELOACH, JR. Management For For
03 ELECTION OF DIRECTOR: JAMES B. HYLER, JR. Management For For
04 ELECTION OF DIRECTOR: WILLIAM D. JOHNSON Management For For
05 ELECTION OF DIRECTOR: ROBERT W. JONES Management For For
06 ELECTION OF DIRECTOR: W. STEVEN JONES Management For For
07 ELECTION OF DIRECTOR: E. MARIE MCKEE Management For For
08 ELECTION OF DIRECTOR: JOHN H. MULLIN, III Management For For
09 ELECTION OF DIRECTOR: CHARLES W. PRYOR, JR. Management For For
10 ELECTION OF DIRECTOR: CARLOS A. SALADRIGAS Management For For
11 ELECTION OF DIRECTOR: THERESA M. STONE Management For For
12 ELECTION OF DIRECTOR: ALFRED C. TOLLISON, JR. Management For For
13 RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLC ACCOUNTING
FIRM FOR THE COMPANY.
14 TO APPROVE THE PROGRESS ENERGY, INC. 2009 Management For For
EXECUTIVE INCENTIVE PLAN TO COMPLY WITH SECTION
162(M) OF THE INTERNAL REVENUE CODE.
CONOCOPHILLIPS
SECURITY 20825C104 MEETING TYPE Annual
TICKER SYMBOL COP MEETING DATE 13-May-2009
ISIN US20825C1045 AGENDA 933026317 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: RICHARD L. ARMITAGE Management For For
1B ELECTION OF DIRECTOR: RICHARD H. AUCHINLECK Management For For
1C ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. Management For For
1D ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Management For For
1E ELECTION OF DIRECTOR: RUTH R. HARKIN Management For For
1F ELECTION OF DIRECTOR: HAROLD W. MCGRAW III Management For For
1G ELECTION OF DIRECTOR: JAMES J. MULVA Management For For
1H ELECTION OF DIRECTOR: HARALD J. NORVIK Management For For
1I ELECTION OF DIRECTOR: WILLIAM K. REILLY Management For For
1J ELECTION OF DIRECTOR: BOBBY S. SHACKOULS Management For For
1K ELECTION OF DIRECTOR: VICTORIA J. TSCHINKEL Management For For
1L ELECTION OF DIRECTOR: KATHRYN C. TURNER Management For For
1M ELECTION OF DIRECTOR: WILLIAM E. WADE, JR. Management For For
02 PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2009.
03 PROPOSAL TO APPROVE 2009 OMNIBUS STOCK AND Management For For
PERFORMANCE INCENTIVE PLAN.
04 UNIVERSAL HEALTH CARE PRINCIPLES. Shareholder Against For
05 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Shareholder Against For
06 POLITICAL CONTRIBUTIONS. Shareholder Against For
07 GREENHOUSE GAS REDUCTION. Shareholder Against For
08 OIL SANDS DRILLING. Shareholder Against For
09 DIRECTOR QUALIFICATIONS. Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 81
CME GROUP
SECURITY 12572Q105 MEETING TYPE Annual
TICKER SYMBOL CME MEETING DATE 13-May-2009
ISIN US12572Q1058 AGENDA 933026999 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 DENNIS H. CHOOKASZIAN For For
2 ROBERT F. CORVINO For For
3 LARRY G. GERDES For For
4 DANIEL R. GLICKMAN For For
5 JAMES E. OLIFF For For
6 JOHN L. PIETRZAK For For
7 ALEX J. POLLOCK For For
8 WILLIAM R. SHEPARD For For
02 TO APPROVE THE CME GROUP INC. AMENDED AND Management Against Against
RESTATED OMNIBUS STOCK PLAN.
03 TO APPROVE THE CME GROUP INC. AMENDED AND Management Against Against
RESTATED 2005 DIRECTOR STOCK PLAN.
04 TO APPROVE THE CME GROUP INC. AMENDED AND Management For For
RESTATED INCENTIVE PLAN FOR HIGHLY COMPENSATED
EXECUTIVE OFFICERS.
05 TO RATIFY ERNST & YOUNG LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
EASTMAN KODAK COMPANY
SECURITY 277461109 MEETING TYPE Annual
TICKER SYMBOL EK MEETING DATE 13-May-2009
ISIN US2774611097 AGENDA 933028652 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: RICHARD S. BRADDOCK Management For For
1B ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE Management For For
1C ELECTION OF DIRECTOR: MICHAEL J. HAWLEY Management For For
1D ELECTION OF DIRECTOR: WILLIAM H. HERNANDEZ Management For For
1E ELECTION OF DIRECTOR: DOUGLAS R. LEBDA Management For For
1F ELECTION OF DIRECTOR: DEBRA L. LEE Management For For
1G ELECTION OF DIRECTOR: DELANO E. LEWIS Management For For
1H ELECTION OF DIRECTOR: WILLIAM G. PARRETT Management For For
1I ELECTION OF DIRECTOR: ANTONIO M. PEREZ Management For For
1J ELECTION OF DIRECTOR: DENNIS F. STRIGL Management For For
1K ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Management For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
MATTEL, INC.
SECURITY 577081102 MEETING TYPE Annual
TICKER SYMBOL MAT MEETING DATE 13-May-2009
ISIN US5770811025 AGENDA 933029046 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: MICHAEL J. DOLAN Management For For
1B ELECTION OF DIRECTOR: ROBERT A. ECKERT Management For For
1C ELECTION OF DIRECTOR: DR. FRANCES D. FERGUSSON Management For For
1D ELECTION OF DIRECTOR: TULLY M. FRIEDMAN Management For For
1E ELECTION OF DIRECTOR: DOMINIC NG Management For For
1F ELECTION OF DIRECTOR: VASANT M. PRABHU Management For For
1G ELECTION OF DIRECTOR: DR. ANDREA L. RICH Management For For
1H ELECTION OF DIRECTOR: RONALD L. SARGENT Management For For
1I ELECTION OF DIRECTOR: DEAN A. SCARBOROUGH Management For For
1J ELECTION OF DIRECTOR: CHRISTOPHER A. SINCLAIR Management For For
1K ELECTION OF DIRECTOR: G. CRAIG SULLIVAN Management For For
1L ELECTION OF DIRECTOR: KATHY BRITTAIN WHITE Management For For
02 RATIFICATION OF THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 STOCKHOLDER PROPOSAL REGARDING CERTAIN Shareholder Against For
REPORTS BY THE BOARD OF DIRECTORS.
04 STOCKHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
SHAREOWNER MEETINGS.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 82
MURPHY OIL CORPORATION
SECURITY 626717102 MEETING TYPE Annual
TICKER SYMBOL MUR MEETING DATE 13-May-2009
ISIN US6267171022 AGENDA 933029705 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 F.W. BLUE For For
2 C.P. DEMING For For
3 R.A. HERMES For For
4 J.V. KELLEY For For
5 R.M. MURPHY For For
6 W.C. NOLAN, JR. For For
7 I.B. RAMBERG For For
8 N.E. SCHMALE For For
9 D.J.H. SMITH For For
10 C.G. THEUS For For
11 D.M. WOOD For For
02 SHAREHOLDER PROPOSAL CONCERNING THE COMPANY'S Shareholder Against For
NON DISCRIMINATION IN EMPLOYMENT POLICY.
03 APPROVE THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
CAMERON INTERNATIONAL CORPORATION
SECURITY 13342B105 MEETING TYPE Annual
TICKER SYMBOL CAM MEETING DATE 13-May-2009
ISIN US13342B1052 AGENDA 933029894 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTORS Management
1 C. BAKER CUNNINGHAM For For
2 SHELDON R. ERIKSON For For
3 DOUGLAS L. FOSHEE For For
2 APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2005 Management For For
EQUITY INCENTIVE PLAN INCREASING THE NUMBER OF
AUTHORIZED SHARES UNDER THE PLAN.
3 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS FOR 2009.
INTEGRYS ENERGY GROUP INC
SECURITY 45822P105 MEETING TYPE Annual
TICKER SYMBOL TEG MEETING DATE 13-May-2009
ISIN US45822P1057 AGENDA 933035405 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 KEITH E. BAILEY For For
2 K.M. HASSELBLAD-PASCALE For For
3 JOHN W. HIGGINS For For
4 JAMES L. KEMERLING For For
5 CHARLES A. SCHROCK For For
02 RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR INTEGRYS ENERGY GROUP AND ITS
SUBSIDIARIES FOR 2009.
THE DOW CHEMICAL COMPANY
SECURITY 260543103 MEETING TYPE Annual
TICKER SYMBOL DOW MEETING DATE 14-May-2009
ISIN US2605431038 AGENDA 933026076 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: ARNOLD A. ALLEMANG Management For For
1B ELECTION OF DIRECTOR: JACQUELINE K. BARTON Management For For
1C ELECTION OF DIRECTOR: JAMES A. BELL Management For For
1D ELECTION OF DIRECTOR: JEFF M. FETTIG Management For For
1E ELECTION OF DIRECTOR: BARBARA H. FRANKLIN Management For For
1F ELECTION OF DIRECTOR: JOHN B. HESS Management For For
1G ELECTION OF DIRECTOR: ANDREW N. LIVERIS Management For For
1H ELECTION OF DIRECTOR: GEOFFERY E. MERSZEI Management For For
1I ELECTION OF DIRECTOR: DENNIS H. REILLEY Management For For
1J ELECTION OF DIRECTOR: JAMES M. RINGLER Management For For
1K ELECTION OF DIRECTOR: RUTH G. SHAW Management For For
1L ELECTION OF DIRECTOR: PAUL G. STERN Management For For
02 RATIFICATION OF THE APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
03 STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING Shareholder Against For
04 STOCKHOLDER PROPOSAL ON SPECIAL MEETINGS Shareholder Against For
05 STOCKHOLDER PROPOSAL ON EXECUTIVE STOCK Shareholder Against For
RETENTION
06 STOCKHOLDER PROPOSAL ON SAY ON EXECUTIVE PAY Shareholder Against For
07 STOCKHOLDER PROPOSAL ON ENVIRONMENTAL Shareholder Against For
REMEDIATION IN THE MIDLAND AREA
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 83
ALLIANT ENERGY CORPORATION
SECURITY 018802108 MEETING TYPE Annual
TICKER SYMBOL LNT MEETING DATE 14-May-2009
ISIN US0188021085 AGENDA 933037954 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 ANN K. NEWHALL For For
2 DEAN C. OESTREICH For For
3 CAROL P. SANDERS For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
REPSOL YPF, S.A.
SECURITY 76026T205 MEETING TYPE Annual
TICKER SYMBOL REP MEETING DATE 14-May-2009
ISIN US76026T2050 AGENDA 933052362 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS AND Management For For
THE MANAGEMENT REPORT OF REPSOL YPF, S.A.
2A RE-ELECTION AS DIRECTOR OF MR. LUIS SUAREZ DE LEZO Management For For
MANTILLA
2B APPOINTMENT AS DIRECTOR OF MRS. MARIA ISABEL Management For For
GABARRO MIQUEL
03 APPOINTMENT OF THE ACCOUNTS AUDITOR OF REPSOL Management For For
YPF, S.A. AND OF ITS CONSOLIDATED GROUP.
04 AUTHORISATION TO THE BOARD OF DIRECTORS FOR THE Management For For
DERIVATIVE ACQUISITION OF SHARES OF REPSOL YPF,
S.A.
05 DELEGATION TO BOARD OF DIRECTORS OF POWER TO Management For For
ISSUE DEBENTURES, BONDS AND ANY OTHER FIXED RATE
SECURITIES OF ANALOGOUS NATURE.
06 DELEGATION OF POWERS TO SUPPLEMENT, DEVELOP, Management For For
EXECUTE, RECTIFY AND FORMALIZE THE RESOLUTIONS
ADOPTED BY THE GENERAL SHAREHOLDERS' MEETING.
07 AMENDMENTS OR NEW RESOLUTIONS PROPOSED AT THE Management For For
MEETING.
CADBURY PLC
SECURITY 12721E102 MEETING TYPE Annual
TICKER SYMBOL CBY MEETING DATE 14-May-2009
ISIN US12721E1029 AGENDA 933053679 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
O1 TO RECEIVE THE 2008 FINANCIAL STATEMENTS AND THE Management For For
DIRECTORS' AND AUDITORS' REPORTS.
O2 TO DECLARE AND APPROVE THE FINAL DIVIDEND. Management For For
O3 TO APPROVE THE DIRECTORS' REMUNERATION REPORT. Management For For
O4 TO RE-ELECT ROGER CARR AS A DIRECTOR. Management For For
O5 TO RE-ELECT TODD STITZER AS A DIRECTOR. Management For For
O6 TO ELECT BARONESS HOGG AS A DIRECTOR. Management For For
O7 TO ELECT COLIN DAY AS A DIRECTOR. Management For For
O8 TO ELECT ANDREW BONFIELD AS A DIRECTOR. Management For For
O9 TO RE-APPOINT DELOITTE LLP AS AUDITORS. Management For For
O10 TO AUTHORISE THE DIRECTORS TO SET THE AUDITORS' Management For For
FEES.
O11 TO AUTHORISE THE DIRECTORS TO MAKE POLITICAL Management For For
DONATIONS AND TO INCUR POLITICAL EXPENDITURE.
O12 TO AUTHORISE THE DIRECTORS TO ALLOT FURTHER Management For For
SHARES.
S13 TO DISAPPLY PRE-EMPTION RIGHTS. Management For For
S14 TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN Management For For
SHARES.
S15 TO AUTHORIZE THE CONVENING OF A GENERAL MEETING, Management For For
OTHER THAN AN ANNUAL GENERAL MEETING, ON NOT
LESS THAN 14 DAYS' NOTICE.
WESTMORELAND COAL COMPANY
SECURITY 960878106 MEETING TYPE Annual
TICKER SYMBOL WLB MEETING DATE 14-May-2009
ISIN US9608781061 AGENDA 933056067 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 KEITH E. ALESSI For For
2 THOMAS J. COFFEY For For
3 MICHAEL R. D'APPOLONIA For For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 84
LADBROKES PLC
SECURITY G5337D107 MEETING TYPE Annual General Meeting
TICKER SYMBOL LDBKF.PK MEETING DATE 15-May-2009
ISIN GB00B0ZSH635 AGENDA 701843977 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1. Receive and adopt the reports of the Directors and the Auditor Management For For
and the accounts of the Company for the YE 31 DEC 2008
2. Approve to declare the final dividend of 9.05p on each of the Management For For
ordinary shares entitled thereto in respect of the YE 31 DEC 2008
3. Appoint Mr. P. Erskine as a Director of the Company, who retires Management For For
in accordance with the Articles of Association
4. Appoint Mr. R. J. Ames as a Director of the Company, who retires Management For For
in accordance with the Articles of Association
5. Re-appoint Mr. N. M. H. Jones a Director of the Company, who Management For For
retires by rotation in accordance with the Articles of Association
6. Re-appoint Mr. J. P. O'Reilly as a Director of the Company, who Management For For
retires by rotation in accordance with the Articles of Association
7. Re-appoint Ernst & Young LLP as the Auditor to the Company and Management For For
authorize the Directors to agree the remuneration of the Auditor
8. Receive the 2008 Directors' remuneration report Management For For
9. Authorize the Company, for the purposes of Section 366 of the Management For For
Companies Act 2006 [authorizations required for donations or
expenditure] and all Companies that are subsidiaries of the
Company at any time during the period for which this resolution
has effect to: (i) make political donations to political parties or
independent election candidates not exceeding GBP 50,000 in
total; (ii) make political donations to political organizations other
than political parties not exceeding GBP 50,000 in total; and (iii)
incur political expenditure not exceeding GBP 50,000 in total,
provided that the aggregate amount of any such donations and
expenditure shall not exceed GBP 50,000 during the period
beginning with the date of the passing of this resolution and
ending on the date of the AGM of the Company to be held in 2010
or, if earlier, on 30 JUN 2010; for the purpose of this resolution
the terms "political donations", "independent election candidates",
"political organizations" and "political expenditure" have the
meani
S.10 Authorize the Company to make market purchases [Section 163 Management For For
of the Companies Act 1985] of up to 60,063,870 ordinary shares
of 28 1/3p each of the Company, at a minimum price which may
be paid for the ordinary share 28 1/3p per share and the maximum
price which may be paid for an ordinary share is an amount equal
to 105% of the average of the middle market quotations for an
ordinary share derived from the London Stock Exchange Daily
Official List, over the previous 5 business days; [Authority expires
at earlier of the conclusion of the AGM of the Company to be held
2010 or 30 JUN 2010]; and the Company may make a contract to
purchase shares after the expiry of this authority in pursuance of
such an offer or agreement made prior to such expiry
11. Approve to increase the share capital of the Company by GBP Management For For
34,000,000 from GBP 253,000,000 to GBP 287,000,000 by the
creation of 120,000,000 additional new ordinary shares of 28 1/3p
each in the capital of the Company
12. Authorize the Directors, in substitution for any existing authority Management For For
and for the purpose of Section 80 of the Companies Act 1985, to
allot relevant securities [with in the meaning of that Section] up to
an aggregate nominal amount of GBP 56,776,939; [Authority
expires earlier of the conclusion of the AGM of the Company held
in 2010 or on 30 JUN 2010]; and the Directors may allot relevant
securities after the expiry of this authority in pursuance of such an
offer or agreement made prior to such expiry
S.13 Authorize the Directors, to allot equity securities [Section 94 of the Management For For
Companies Act 1985[the Act]] pursuant to the authority for the
purposes of Section 80 of the Act conferred by the ordinary
resolution set out as Resolution No.12 at the notice of 2009 AGM
of the Company and passed at the 2009 AGM of the Company
and to sell equity securities which immediately before the sale are
held by the Company as treasury shares[Section 162A of the Act]
in each case, disapplying the statutory pre-emption rights [Section
89(1) of the Act], provided that this power is limited to: a) the
allotment or sale of equity securities up to an aggregate nominal
amount of GBP 8,509,048; b) the allotment or sale of equity
securities up to an aggregate nominal amount of GBP 56,776,939
in connection with a rights issue or other issue in favor of ordinary
shareholders; [Authority expires the earlier of the conclusion of the
AGM of the Company to be held in 2010 or 30 JUN 2010]; and the
Directors may allot equity securities after the ex
S.14 Authorize the Directors of the Company, in addition to the Management For For
authority conferred on the Directors by Resolution 12 as set out in
the Notice of the 2009 AGM of the Company: (a) authorized for
the purposes of Section 80 of the Companies Act 1985 (the Act) to
allot relevant securities [within the meaning of that section] up to
an aggregate nominal amount of GBP 56,776,939 in connection
with a rights issue; and (b) empowered to allot equity securities
[as defined by section 94 of the Act] pursuant to the authority for
the purposes of section 80 of the Act conferred by this resolution
and to sell equity securities which immediately before the sale are
held by the Company as treasury shares [as defined in section
162A of the Act] in each case as if section 89(1) of the Act did not
apply to such allotment or sale provided that this power shall be
limited to the issue of equity securities in connection with a rights
issue, [Authority shall expire at the conclusion of the AGM of the
Company to be held in 2010 or if earl
15. Approve the term of the Ladbrokes plc international Share Option Management For For
Scheme be extended for a further 10 years until 2019 and
authorize the Directors of the Company to do all acts and things
necessary to put the extension of the scheme into effect
S.16 Approve to cancel the share premium account of the Company Management For For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 85
PEPCO HOLDINGS, INC.
SECURITY 713291102 MEETING TYPE Annual
TICKER SYMBOL POM MEETING DATE 15-May-2009
ISIN US7132911022 AGENDA 933029010 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JACK B. DUNN, IV For For
2 TERENCE C. GOLDEN For For
3 PATRICK T. HARKER For For
4 FRANK O. HEINTZ For For
5 BARBARA J. KRUMSIEK For For
6 GEORGE F. MACCORMACK For For
7 LAWRENCE C. NUSSDORF For For
8 JOSEPH M. RIGBY For For
9 FRANK K. ROSS For For
10 PAULINE A. SCHNEIDER For For
11 LESTER P. SILVERMAN For For
02 A PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
FOR 2009
MACY'S INC.
SECURITY 55616P104 MEETING TYPE Annual
TICKER SYMBOL M MEETING DATE 15-May-2009
ISIN US55616P1049 AGENDA 933048515 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 STEPHEN F. BOLLENBACH For For
2 DEIRDRE P. CONNELLY For For
3 MEYER FELDBERG For For
4 SARA LEVINSON For For
5 TERRY J. LUNDGREN For For
6 JOSEPH NEUBAUER For For
7 JOSEPH A. PICHLER For For
8 JOYCE M. ROCHE For For
9 KARL M. VON DER HEYDEN For For
10 CRAIG E. WEATHERUP For For
11 MARNA C. WHITTINGTON For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS MACY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING JANUARY 30, 2010.
03 TO APPROVE THE MACY'S, INC. 2009 OMNIBUS INCENTIVE Management Against Against
COMPENSATION PLAN.
04 TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
SIMPLE MAJORITY VOTE, IF PROPERLY PRESENTED AT THE
MEETING.
05 TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
RETENTION OF EQUITY COMPENSATION, IF PROPERLY
PRESENTED AT THE MEETING.
TRANSOCEAN, LTD.
SECURITY H8817H100 MEETING TYPE Annual
TICKER SYMBOL RIG MEETING DATE 15-May-2009
ISIN CH0048265513 AGENDA 933053198 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVAL OF THE 2008 ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN
LTD. FOR FISCAL YEAR 2008 AND THE STATUTORY
FINANCIAL STATEMENTS OF TRANSOCEAN LTD.
02 DISCHARGE OF THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS AND THE EXECUTIVE OFFICERS FOR FISCAL
YEAR 2008
03 APPROPRIATION OF THE AVAILABLE RETAINED EARNINGS Management For For
WITHOUT PAYMENT OF A DIVIDEND TO SHAREHOLDERS
FOR FISCAL YEAR 2008 AND RELEASE OF CHF 3.5 BILLION
OF LEGAL RESERVES TO OTHER RESERVES.
04 AUTHORIZATION OF A SHARE REPURCHASE PROGRAM Management For For
05 APPROVAL OF THE LONG-TERM INCENTIVE PLAN OF Management For For
TRANSOCEAN LTD. IN THE FORM AS AMENDED AND
RESTATED EFFECTIVE AS OF 2/12/09
6A REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR Management For For
TERM: W. RICHARD ANDERSON
6B REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR Management For For
TERM: RICHARD L. GEORGE
6C REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR Management For For
TERM: ROBERT L. LONG
6D REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR Management For For
TERM: EDWARD R. MULLER
6E REELECTION OF CLASS III DIRECTOR FOR A TWO-YEAR Management For For
TERM: VICTOR E. GRIJALVA
07 APPOINTMENT OF ERNST & YOUNG LLP AS TRANSOCEAN Management For For
LTD.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2009 AND REELECTION OF ERNST
& YOUNG LTD., ZURICH, AS TRANSOCEAN LTD.'S AUDITOR
PURSUANT TO THE SWISS CODE OF OBLIGATIONS FOR A
FURTHER ONE-YEAR TERM
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 86
TOTAL S.A.
SECURITY 89151E109 MEETING TYPE Annual
TICKER SYMBOL TOT MEETING DATE 15-May-2009
ISIN US89151E1091 AGENDA 933065193 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
O1 APPROVAL OF PARENT COMPANY FINANCIAL STATEMENTS Management For For
O2 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS Management For For
O3 ALLOCATION OF EARNINGS, DECLARATION OF DIVIDEND Management For For
O4 AGREEMENTS COVERED BY ARTICLE L. 225-38 OF THE Management For For
FRENCH COMMERCIAL CODE
O5 COMMITMENTS UNDER ARTICLE L. 225-42-1 OF THE Management For For
FRENCH COMMERCIAL CODE CONCERNING MR. THIERRY
DESMAREST
O6 COMMITMENTS UNDER ARTICLE L. 225-42-1 OF THE Management For For
FRENCH COMMERCIAL CODE CONCERNING MR.
CHRISTOPHE DE MARGERIE
O7 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO Management For For
TRADE SHARES OF THE COMPANY
O8 RENEWAL OF THE APPOINTMENT OF MRS. ANNE Management For For
LAUVERGEON AS A DIRECTOR
O9 RENEWAL OF THE APPOINTMENT OF MR. DANIEL BOUTON Management For For
AS A DIRECTOR
O10 RENEWAL OF THE APPOINTMENT OF MR. BERTRAND Management For For
COLLOMB AS A DIRECTOR
O11 RENEWAL OF THE APPOINTMENT OF MR. CHRISTOPHE DE Management For For
MARGERIE AS A DIRECTOR
O12 RENEWAL OF THE APPOINTMENT OF MR. MICHEL Management For For
PEBEREAU AS A DIRECTOR
O13 APPOINTMENT OF MR. PATRICK ARTUS AS A DIRECTOR Management For For
E14 AMENDMENT TO ARTICLE 12 OF THE COMPANY'S ARTICLES Management For For
OF ASSOCIATION REGARDING THE LIMIT ON THE AGE OF
THE CHAIRMAN OF THE BOARD
A AMENDMENT TO THE COMPANY'S ARTICLES OF Management For Against
ASSOCIATION WITH THE INTENT OF DISCLOSING
INDIVIDUAL ALLOCATIONS OF STOCK OPTIONS AND
RESTRICTED SHARES AS PROVIDED BY LAW
B FOR THE PURPOSE OF AMENDING TO THE ARTICLES OF Management For Against
ASSOCIATION REGARDING A NEW PROCEDURE FOR
SELECTING A SHAREHOLDER-EMPLOYEE AS BOARD
MEMBER WITH A VIEW TO IMPROVING HIS OR HER
REPRESENTATION AND INDEPENDENCE
C AUTHORIZATION TO GRANT RESTRICTED SHARES OF THE Management For Against
COMPANY TO ALL EMPLOYEES OF THE GROUP
TRANSOCEAN, LTD.
SECURITY H8817H100 MEETING TYPE Annual
TICKER SYMBOL RIG MEETING DATE 15-May-2009
ISIN CH0048265513 AGENDA 933083759 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVAL OF THE 2008 ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN
LTD. FOR FISCAL YEAR 2008 AND THE STATUTORY
FINANCIAL STATEMENTS OF TRANSOCEAN LTD.
02 DISCHARGE OF THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS AND THE EXECUTIVE OFFICERS FOR FISCAL
YEAR 2008
03 APPROPRIATION OF THE AVAILABLE RETAINED EARNINGS Management For For
WITHOUT PAYMENT OF A DIVIDEND TO SHAREHOLDERS
FOR FISCAL YEAR 2008 AND RELEASE OF CHF 3.5 BILLION
OF LEGAL RESERVES TO OTHER RESERVES.
04 AUTHORIZATION OF A SHARE REPURCHASE PROGRAM Management For For
05 APPROVAL OF THE LONG-TERM INCENTIVE PLAN OF Management For For
TRANSOCEAN LTD. IN THE FORM AS AMENDED AND
RESTATED EFFECTIVE AS OF 2/12/09
6A REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR Management For For
TERM: W. RICHARD ANDERSON
6B REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR Management For For
TERM: RICHARD L. GEORGE
6C REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR Management For For
TERM: ROBERT L. LONG
6D REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR Management For For
TERM: EDWARD R. MULLER
6E REELECTION OF CLASS III DIRECTOR FOR A TWO-YEAR Management For For
TERM: VICTOR E. GRIJALVA
07 APPOINTMENT OF ERNST & YOUNG LLP AS TRANSOCEAN Management For For
LTD.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2009 AND REELECTION OF ERNST
& YOUNG LTD., ZURICH, AS TRANSOCEAN LTD.'S AUDITOR
PURSUANT TO THE SWISS CODE OF OBLIGATIONS FOR A
FURTHER ONE-YEAR TERM
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 87
CONSOLIDATED EDISON, INC.
SECURITY 209115104 MEETING TYPE Annual
TICKER SYMBOL ED MEETING DATE 18-May-2009
ISIN US2091151041 AGENDA 933045634 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: K. BURKE Management For For
1B ELECTION OF DIRECTOR: V.A. CALARCO Management For For
1C ELECTION OF DIRECTOR: G. CAMPBELL, JR. Management For For
1D ELECTION OF DIRECTOR: G.J. DAVIS Management For For
1E ELECTION OF DIRECTOR: M.J. DEL GIUDICE Management For For
1F ELECTION OF DIRECTOR: E.V. FUTTER Management For For
1G ELECTION OF DIRECTOR: J.F. HENNESSY III Management For For
1H ELECTION OF DIRECTOR: S. HERNANDEZ Management For For
1I ELECTION OF DIRECTOR: J.F. KILLIAN Management For For
1J ELECTION OF DIRECTOR: E.R. MCGRATH Management For For
1K ELECTION OF DIRECTOR: M.W. RANGER Management For For
1L ELECTION OF DIRECTOR: L.F. SUTHERLAND Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
ACCOUNTANTS.
03 ADDITIONAL COMPENSATION INFORMATION. Shareholder Against For
BG GROUP PLC
SECURITY 055434203 MEETING TYPE Annual
TICKER SYMBOL BRGYY MEETING DATE 18-May-2009
ISIN US0554342032 AGENDA 933069305 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 ANNUAL REPORT AND ACCOUNTS Management For For
02 REMUNERATION REPORT Management For For
03 DECLARATION OF DIVIDEND Management For For
04 ELECTION OF SIR DAVID MANNING Management For For
05 ELECTION OF MARTIN HOUSTON Management For For
06 RE-ELECTION OF SIR ROBERT WILSON Management For For
07 RE-ELECTION OF FRANK CHAPMAN Management For For
08 RE-ELECTION OF ASHLEY ALMANZA Management For For
09 RE-ELECTION OF JURGEN DORMANN Management For For
10 RE-APPOINTMENT OF AUDITORS Management For For
11 REMUNERATION OF AUDITORS Management For For
12 POLITICAL DONATIONS Management For For
13 INCREASE AUTHORISED SHARE CAPITAL Management For For
14 AUTHORITY TO ALLOT SHARES Management For For
S15 DISAPPLICATION OF PRE-EMPTION RIGHTS Management For For
S16 AUTHORITY TO MAKE PURCHASES OF ORDINARY SHARES Management For For
S17 AMENDMENT OF EXISTING ARTICLES OF ASSOCIATION Management For For
S18 ADOPTION OF NEW ARTICLES OF ASSOCIATION Management For For
S19 NOTICE PERIODS FOR GENERAL MEETINGS Management For For
ALTRIA GROUP, INC.
SECURITY 02209S103 MEETING TYPE Annual
TICKER SYMBOL MO MEETING DATE 19-May-2009
ISIN US02209S1033 AGENDA 933037170 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: ELIZABETH E. BAILEY Management For For
1B ELECTION OF DIRECTOR: GERALD L. BALILES Management For For
1C ELECTION OF DIRECTOR: DINYAR S. DEVITRE Management For For
1D ELECTION OF DIRECTOR: THOMAS F. FARRELL II Management For For
1E ELECTION OF DIRECTOR: ROBERT E. R. HUNTLEY Management For For
1F ELECTION OF DIRECTOR: THOMAS W. JONES Management For For
1G ELECTION OF DIRECTOR: GEORGE MUNOZ Management For For
1H ELECTION OF DIRECTOR: NABIL Y. SAKKAB Management For For
1I ELECTION OF DIRECTOR: MICHAEL E. SZYMANCZYK Management For For
02 RATIFICATION OF THE SELECTION OF INDEPENDENT Management For For
AUDITORS
03 STOCKHOLDER PROPOSAL 1 - MAKING FUTURE AND/OR Shareholder Against For
EXPANDED BRANDS NON-ADDICTIVE
04 STOCKHOLDER PROPOSAL 2 - FOOD INSECURITY AND Shareholder Against For
TOBACCO USE
05 STOCKHOLDER PROPOSAL 3 - ENDORSE HEALTH CARE Shareholder Against For
PRINCIPLES
06 STOCKHOLDER PROPOSAL 4 - CREATE HUMAN RIGHTS Shareholder Against For
PROTOCOLS FOR THE COMPANY AND ITS SUPPLIERS
07 STOCKHOLDER PROPOSAL 5 - SHAREHOLDER SAY ON Shareholder Against For
EXECUTIVE PAY
08 STOCKHOLDER PROPOSAL 6 - DISCLOSURE OF POLITICAL Shareholder Against For
CONTRIBUTIONS
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 88
ANADARKO PETROLEUM CORPORATION
SECURITY 032511107 MEETING TYPE Annual
TICKER SYMBOL APC MEETING DATE 19-May-2009
ISIN US0325111070 AGENDA 933038374 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: ROBERT J. ALLISON, JR. Management For For
1B ELECTION OF DIRECTOR: PETER J. FLUOR Management For For
1C ELECTION OF DIRECTOR: JOHN W. PODUSKA, SR. Management For For
1D ELECTION OF DIRECTOR: PAULA ROSPUT REYNOLDS Management For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS.
03 APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE Management For For
OF INCORPORATION, AS AMENDED.
04 STOCKHOLDER PROPOSAL - AMENDMENT TO NON- Shareholder Against For
DISCRIMINATION POLICY.
JPMORGAN CHASE & CO.
SECURITY 46625H100 MEETING TYPE Annual
TICKER SYMBOL JPM MEETING DATE 19-May-2009
ISIN US46625H1005 AGENDA 933038641 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1B ELECTION OF DIRECTOR: STEPHEN B. BURKE Management For For
1C ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1D ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1E ELECTION OF DIRECTOR: JAMES DIMON Management For For
1F ELECTION OF DIRECTOR: ELLEN V. FUTTER Management For For
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY, III Management For For
1H ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. Management For For
1I ELECTION OF DIRECTOR: DAVID C. NOVAK Management For For
1J ELECTION OF DIRECTOR: LEE R. RAYMOND Management For For
1K ELECTION OF DIRECTOR: WILLIAM C. WELDON Management For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management For For
04 GOVERNMENTAL SERVICE REPORT Shareholder Against For
05 CUMULATIVE VOTING Shareholder Against For
06 SPECIAL SHAREOWNER MEETINGS Shareholder Against For
07 CREDIT CARD LENDING PRACTICES Shareholder Against For
08 CHANGES TO KEPP Shareholder Against For
09 SHARE RETENTION Shareholder Against For
10 CARBON PRINCIPLES REPORT Shareholder Against For
THE ALLSTATE CORPORATION
SECURITY 020002101 MEETING TYPE Annual
TICKER SYMBOL ALL MEETING DATE 19-May-2009
ISIN US0200021014 AGENDA 933040153 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: F. DUANE ACKERMAN Management For For
1B ELECTION OF DIRECTOR: ROBERT D. BEYER Management For For
1C ELECTION OF DIRECTOR: W. JAMES FARRELL Management For For
1D ELECTION OF DIRECTOR: JACK M. GREENBERG Management For For
1E ELECTION OF DIRECTOR: RONALD T. LEMAY Management For For
1F ELECTION OF DIRECTOR: H. JOHN RILEY, JR. Management For For
1G ELECTION OF DIRECTOR: JOSHUA I. SMITH Management For For
1H ELECTION OF DIRECTOR: JUDITH A. SPRIESER Management For For
1I ELECTION OF DIRECTOR: MARY ALICE TAYLOR Management For For
1J ELECTION OF DIRECTOR: THOMAS J. WILSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANT FOR 2009.
03 APPROVAL OF THE MATERIAL TERMS OF THE ANNUAL Management For For
EXECUTIVE INCENTIVE PLAN.
04 APPROVAL OF THE 2009 EQUITY INCENTIVE PLAN. Management Against Against
05 STOCKHOLDER PROPOSAL SEEKING THE RIGHT TO CALL Shareholder Against For
SPECIAL SHAREOWNER MEETINGS.
06 STOCKHOLDER PROPOSAL SEEKING AN ADVISORY Shareholder Against For
RESOLUTION TO RATIFY COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS.
07 STOCKHOLDER PROPOSAL SEEKING A REPORT ON Shareholder Against For
POLITICAL CONTRIBUTIONS AND PAYMENTS TO TRADE
ASSOCIATIONS AND OTHER TAX EXEMPT ORGANIZATIONS.
DR PEPPER SNAPPLE GROUP INC
SECURITY 26138E109 MEETING TYPE Annual
TICKER SYMBOL DPS MEETING DATE 19-May-2009
ISIN US26138E1091 AGENDA 933040519 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: PAMELA H. PATSLEY Management For For
1B ELECTION OF DIRECTOR: M. ANNE SZOSTAK Management For For
1C ELECTION OF DIRECTOR: MICHAEL F. WEINSTEIN Management For For
02 TO APPROVE AND ADOPT THE MANAGEMENT INCENTIVE Management For For
PLAN RELATED TO PERFORMANCE-BASED INCENTIVE
COMPENSATION FOR CERTAIN OF OUR EXECUTIVE
OFFICERS.
03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE AS Management For For
THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2009.
04 TO APPROVE AND ADOPT THE OMNIBUS STOCK INCENTIVE Management For For
PLAN OF 2009.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 89
FIRSTENERGY CORP.
SECURITY 337932107 MEETING TYPE Annual
TICKER SYMBOL FE MEETING DATE 19-May-2009
ISIN US3379321074 AGENDA 933040723 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 PAUL T. ADDISON For For
2 ANTHONY J. ALEXANDER For For
3 MICHAEL J. ANDERSON For For
4 DR. CAROL A. CARTWRIGHT For For
5 WILLIAM T. COTTLE For For
6 ROBERT B. HEISLER, JR. For For
7 ERNEST J. NOVAK, JR. For For
8 CATHERINE A. REIN For For
9 GEORGE M. SMART For For
10 WES M. TAYLOR For For
11 JESSE T. WILLIAMS, SR. For For
02 RATIFICATION OF THE APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
03 SHAREHOLDER PROPOSAL: ADOPT SIMPLE MAJORITY Shareholder Against For
VOTE
04 SHAREHOLDER PROPOSAL: REDUCE THE PERCENTAGE OF Shareholder Against For
SHARES REQUIRED TO CALL SPECIAL SHAREHOLDER
MEETING
05 SHAREHOLDER PROPOSAL: ESTABLISH SHAREHOLDER Shareholder Against For
PROPONENT ENGAGEMENT PROCESS
06 SHAREHOLDER PROPOSAL: ADOPT A MAJORITY VOTE Shareholder Against For
STANDARD FOR THE ELECTION OF DIRECTORS
BLACK HILLS CORPORATION
SECURITY 092113109 MEETING TYPE Annual
TICKER SYMBOL BKH MEETING DATE 19-May-2009
ISIN US0921131092 AGENDA 933040999 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 DAVID C. EBERTZ For For
2 JOHN R. HOWARD For For
3 STEPHEN D. NEWLIN For For
2 RATIFY THE APPOINTMENT OF OF DELOITTE & TOUCHE LLP Management For For
TO SERVE AS BLACK HILLS CORPORATION'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
AMERICAN STATES WATER COMPANY
SECURITY 029899101 MEETING TYPE Annual
TICKER SYMBOL AWR MEETING DATE 19-May-2009
ISIN US0298991011 AGENDA 933042688 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JAMES L. ANDERSON For For
2 DIANA M. BONTA For For
3 ANNE M. HOLLOWAY For For
4 ROBERT J. SPROWLS For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
03 TO TRANSACT ANY OTHER BUSINESS THAT MAY Management For For
PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
MGE ENERGY, INC.
SECURITY 55277P104 MEETING TYPE Annual
TICKER SYMBOL MGEE MEETING DATE 19-May-2009
ISIN US55277P1049 AGENDA 933047208 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 H. LEE SWANSON For For
2 JOHN R. NEVIN For For
3 GARY J. WOLTER For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP FOR Management For For
2009
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 90
FLUSHING FINANCIAL CORPORATION
SECURITY 343873105 MEETING TYPE Annual
TICKER SYMBOL FFIC MEETING DATE 19-May-2009
ISIN US3438731057 AGENDA 933047373 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 STEVEN J. D'IORIO For For
2 LOUIS C. GRASSI For For
3 SAM HAN For For
4 JOHN E. ROE, SR. For For
02 ADVISORY APPROVAL OF FLUSHING FINANCIAL Management For For
CORPORATION'S EXECUTIVE COMPENSATION PROGRAMS.
03 RATIFICATION OF APPOINTMENT OF GRANT THORNTON, Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR YEAR ENDING DECEMBER 31, 2009.
DIAMOND OFFSHORE DRILLING, INC.
SECURITY 25271C102 MEETING TYPE Annual
TICKER SYMBOL DO MEETING DATE 19-May-2009
ISIN US25271C1027 AGENDA 933051120 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JAMES S. TISCH For For
2 LAWRENCE R. DICKERSON For For
3 JOHN R. BOLTON For For
4 CHARLES L. FABRIKANT For For
5 PAUL G. GAFFNEY II For For
6 EDWARD GREBOW For For
7 HERBERT C. HOFMANN For For
8 ARTHUR L. REBELL For For
9 RAYMOND S. TROUBH For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR
FISCAL YEAR 2009.
UNITED STATES CELLULAR CORPORATION
SECURITY 911684108 MEETING TYPE Annual
TICKER SYMBOL USM MEETING DATE 19-May-2009
ISIN US9116841084 AGENDA 933054049 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 HARRY J. HARCZAK, JR. For For
02 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN. Management For For
03 U.S. CELLULAR'S 2005 LONG-TERM INCENTIVE PLAN, AS Management For For
AMENDED.
04 RATIFY ACCOUNTANTS FOR 2009. Management For For
MASSEY ENERGY COMPANY
SECURITY 576206106 MEETING TYPE Annual
TICKER SYMBOL MEE MEETING DATE 19-May-2009
ISIN US5762061068 AGENDA 933055786 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JAMES B. CRAWFORD For For
2 E. GORDON GEE For For
3 LADY JUDGE For For
4 STANLEY C. SUBOLESKI For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
03 TO (I) AMEND 2006 PLAN TO (A) INCREASE NUMBER OF Management For For
SHARES OF COMMON STOCK (B) LIMIT MAXIMUM NUMBER
OF SHARES AVAILABLE FOR AWARDS (C) REVISE SECTION
4.3 OF THE PLAN TO PROVIDE THAT SHARES OF COMMON
STOCK SUBJECT TO AN OPTION OR STOCK APPRECIATION
RIGHT AWARD (II) AMEND 2006 PLAN TO UPDATE, CLARIFY
AND RE-APPROVE QUALIFYING PERFORMANCE CRITERIA
CONTAINED IN 2006 PLAN.
04 STOCKHOLDER PROPOSAL REGARDING AN Shareholder Against For
ENVIRONMENTAL PROGRESS REPORT.
05 STOCKHOLDER PROPOSAL REGARDING A CARBON Shareholder Against For
DIOXIDE EMISSIONS REPORT.
06 STOCKHOLDER PROPOSAL REGARDING EXPEDITED Shareholder Against For
DISCLOSURE OF VOTING RESULTS.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 91
ROYAL DUTCH SHELL PLC
SECURITY 780259206 MEETING TYPE Annual
TICKER SYMBOL RDSA MEETING DATE 19-May-2009
ISIN US7802592060 AGENDA 933062882 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 ADOPTION OF ANNUAL REPORT & ACCOUNTS Management For For
02 APPROVAL OF REMUNERATION REPORT Management For For
03 APPOINTMENT OF SIMON HENRY AS A DIRECTOR Management For For
04 RE-APPOINTMENT OF LORD KERR OF KINLOCHARD AS A Management For For
DIRECTOR
05 RE-APPOINTMENT OF WIM KOK AS A DIRECTOR Management For For
06 RE-APPOINTMENT OF NICK LAND AS A DIRECTOR Management For For
07 RE-APPOINTMENT OF JORMA OLLILA AS A DIRECTOR Management For For
08 RE-APPOINTMENT OF JEROEN VAN DER VEER AS A Management For For
DIRECTOR
09 RE-APPOINTMENT OF HANS WIJERS AS A DIRECTOR Management For For
10 RE-APPOINTMENT OF AUDITORS Management For For
11 REMUNERATION OF AUDITORS Management For For
12 AUTHORITY TO ALLOT SHARES Management For For
13 DISAPPLICATION OF PRE-EMPTION RIGHTS Management For For
14 AUTHORITY TO PURCHASE OWN SHARES Management For For
15 AUTHORITY FOR CERTAIN DONATIONS AND EXPENDITURE Management For For
**VOTING CUT-OFF DATE: MAY 11, 2009 AT 5:00 P.M. EDT.**
STATOIL ASA
SECURITY 85771P102 MEETING TYPE Annual
TICKER SYMBOL STO MEETING DATE 19-May-2009
ISIN US85771P1021 AGENDA 933075891 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
02 ELECTION OF A CHAIR OF THE MEETING Management For For
03 APPROVAL OF THE NOTICE AND THE AGENDA Management For For
04 REGISTRATION OF ATTENDING SHAREHOLDERS AND Management For For
PROXIES
05 ELECTION OF TWO PERSONS TO CO-SIGN MINUTES WITH Management For For
CHAIR OF MEETING
06 APPROVAL OF THE ANNUAL REPORT AND ACCOUNTS FOR Management For For
STATOILHYDRO ASA AND THE STATOILHYDRO GROUP FOR
2008, INCLUDING THE BOARD OF DIRECTORS' PROPOSAL
FOR THE DISTRIBUTION OF THE DIVIDEND
07 APPROVAL OF REMUNERATION FOR THE COMPANY'S Management For For
AUDITOR
08 ELECTION OF ONE DEPUTY MEMBER TO THE CORPORATE Management For For
ASSEMBLY
09 STATEMENT ON STIPULATION OF SALARY AND OTHER Management For For
REMUNERATION FOR EXECUTIVE MANAGEMENT
10 AUTHORISATION TO ACQUIRE STATOILHYDRO SHARES IN Management For For
MARKET IN ORDER TO CONTINUE IMPLEMENTATION OF
SHARE SAVING PLAN FOR EMPLOYEES
11 AMENDMENT OF THE ARTICLES OF ASSOCIATION Management For For
12 SHAREHOLDER PROPOSED THAT RESOLUTION BE Shareholder Against For
ADOPTED: "STATOILHYDRO SHALL WITHDRAW FROM TAR
SANDS ACTIVITIES IN CANADA"
CIMAREX ENERGY CO.
SECURITY 171798101 MEETING TYPE Annual
TICKER SYMBOL XEC MEETING DATE 20-May-2009
ISIN US1717981013 AGENDA 933024414 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: JERRY BOX Management For For
1B ELECTION OF DIRECTOR: PAUL D. HOLLEMAN Management For For
1C ELECTION OF DIRECTOR: MICHAEL J. SULLIVAN Management For For
4 RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS FOR 2009.
INTEL CORPORATION
SECURITY 458140100 MEETING TYPE Annual
TICKER SYMBOL INTC MEETING DATE 20-May-2009
ISIN US4581401001 AGENDA 933030897 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY Management For For
1B ELECTION OF DIRECTOR: SUSAN L. DECKER Management For For
1C ELECTION OF DIRECTOR: JOHN J. DONAHOE Management For For
1D ELECTION OF DIRECTOR: REED E. HUNDT Management For For
1E ELECTION OF DIRECTOR: PAUL S. OTELLINI Management For For
1F ELECTION OF DIRECTOR: JAMES D. PLUMMER Management For For
1G ELECTION OF DIRECTOR: DAVID S. POTTRUCK Management For For
1H ELECTION OF DIRECTOR: JANE E. SHAW Management For For
1I ELECTION OF DIRECTOR: JOHN L. THORNTON Management For For
1J ELECTION OF DIRECTOR: FRANK D. YEARY Management For For
1K ELECTION OF DIRECTOR: DAVID B. YOFFIE Management For For
02 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE CURRENT YEAR
03 AMENDMENT AND EXTENSION OF THE 2006 EQUITY Management Against Against
INCENTIVE PLAN
04 APPROVAL OF AN EMPLOYEE STOCK OPTION EXCHANGE Management Against Against
PROGRAM
05 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management For For
06 STOCKHOLDER PROPOSAL: CUMULATIVE VOTING Shareholder Against For
07 STOCKHOLDER PROPOSAL: HUMAN RIGHT TO WATER Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 92
KRAFT FOODS INC.
SECURITY 50075N104 MEETING TYPE Annual
TICKER SYMBOL KFT MEETING DATE 20-May-2009
ISIN US50075N1046 AGENDA 933033235 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF AJAY BANGA AS A DIRECTOR Management For For
1B ELECTION OF MYRA M. HART AS A DIRECTOR Management For For
1C ELECTION OF LOIS D. JULIBER AS A DIRECTOR Management For For
1D ELECTION OF MARK D. KETCHUM AS A DIRECTOR Management For For
1E ELECTION OF RICHARD A. LERNER M.D. AS A DIRECTOR Management For For
1F ELECTION OF JOHN C. POPE AS A DIRECTOR Management For For
1G ELECTION OF FREDRIC G. REYNOLDS AS A DIRECTOR Management For For
1H ELECTION OF IRENE B. ROSENFELD AS A DIRECTOR Management For For
1I ELECTION OF DEBORAH C. WRIGHT AS A DIRECTOR Management For For
IJ ELECTION OF FRANK G. ZARB AS A DIRECTOR Management For For
02 APPROVAL OF THE AMENDED AND RESTATED 2005 Management Against Against
PERFORMANCE INCENTIVE PLAN.
03 RATIFICATION OF THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING 12/31/2009.
04 SHAREHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
SHAREHOLDER MEETINGS.
STATE STREET CORPORATION
SECURITY 857477103 MEETING TYPE Annual
TICKER SYMBOL STT MEETING DATE 20-May-2009
ISIN US8574771031 AGENDA 933037144 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 K. BURNES For For
2 P. COYM For For
3 P. DE SAINT-AIGNAN For For
4 A. FAWCETT For For
5 D. GRUBER For For
6 L. HILL For For
7 R. KAPLAN For For
8 C. LAMANTIA For For
9 R. LOGUE For For
10 R. SERGEL For For
11 R. SKATES For For
12 G. SUMME For For
13 R. WEISSMAN For For
02 TO APPROVE AMENDMENTS TO STATE STREET'S ARTICLES Management For For
OF ORGANIZATION AND BY-LAWS CHANGING THE
SHAREHOLDER QUORUM AND VOTING REQUIREMENTS,
INCLUDING THE ADOPTION OF A MAJORITY VOTE
STANDARD FOR UNCONTESTED ELECTIONS OF
DIRECTORS.
03 TO APPROVE THE AMENDED AND RESTATED 2006 EQUITY Management Against Against
INCENTIVE PLAN TO, AMONG OTHER THINGS, INCREASE BY
17 MILLION THE NUMBER OF SHARES OF OUR COMMON
STOCK THAT MAY BE DELIVERED IN SATISFACTION OF
AWARDS UNDER THE PLAN.
04 TO APPROVE A NON-BINDING ADVISORY PROPOSAL ON Shareholder For For
EXECUTIVE COMPENSATION.
05 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management For For
STATE STREET'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
2009.
06 TO VOTE ON A SHAREHOLDER PROPOSAL. Shareholder Against For
MIDDLESEX WATER COMPANY
SECURITY 596680108 MEETING TYPE Annual
TICKER SYMBOL MSEX MEETING DATE 20-May-2009
ISIN US5966801087 AGENDA 933037233 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JOHN C. CUTTING For For
2 JOHN P. MULKERIN For For
3 DENNIS W. DOLL For For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 93
PINNACLE WEST CAPITAL CORPORATION
SECURITY 723484101 MEETING TYPE Annual
TICKER SYMBOL PNW MEETING DATE 20-May-2009
ISIN US7234841010 AGENDA 933038083 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 EDWARD N. BASHA, JR. For For
2 DONALD E. BRANDT For For
3 SUSAN CLARK-JOHNSON For For
4 MICHAEL L. GALLAGHER For For
5 PAMELA GRANT For For
6 ROY A. HERBERGER, JR. For For
7 WILLIAM S. JAMIESON For For
8 HUMBERTO S. LOPEZ For For
9 KATHRYN L. MUNRO For For
10 BRUCE J. NORDSTROM For For
11 W. DOUGLAS PARKER For For
12 WILLIAM J. POST For For
13 WILLIAM L. STEWART For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2009.
03 SHAREHOLDER PROPOSAL ASKING THE COMPANY TO Shareholder Against For
AMEND THE BYLAWS TO ALLOW SHAREHOLDERS OWNING
10% OF THE COMPANY'S COMMON STOCK TO CALL
SPECIAL SHAREHOLDER MEETINGS.
HALLIBURTON COMPANY
SECURITY 406216101 MEETING TYPE Annual
TICKER SYMBOL HAL MEETING DATE 20-May-2009
ISIN US4062161017 AGENDA 933038487 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: A.M. BENNETT Management For For
1B ELECTION OF DIRECTOR: J.R. BOYD Management For For
1C ELECTION OF DIRECTOR: M. CARROLL Management For For
1D ELECTION OF DIRECTOR: S.M. GILLIS Management For For
1E ELECTION OF DIRECTOR: J.T. HACKETT Management For For
1F ELECTION OF DIRECTOR: D.J. LESAR Management For For
1G ELECTION OF DIRECTOR: R.A. MALONE Management For For
1H ELECTION OF DIRECTOR: J.L. MARTIN Management For For
1I ELECTION OF DIRECTOR: J.A. PRECOURT Management For For
1J ELECTION OF DIRECTOR: D.L. REED Management For For
02 PROPOSAL FOR RATIFICATION OF THE SELECTION OF Management For For
AUDITORS.
03 PROPOSAL TO AMEND AND RESTATE THE 1993 STOCK AND Management For For
INCENTIVE PLAN.
04 PROPOSAL TO AMEND AND RESTATE THE 2002 EMPLOYEE Management For For
STOCK PURCHASE PLAN.
05 PROPOSAL ON HUMAN RIGHTS POLICY. Shareholder Against For
06 PROPOSAL ON POLITICAL CONTRIBUTIONS. Shareholder Against For
07 PROPOSAL ON LOW CARBON ENERGY REPORT. Shareholder Against For
08 PROPOSAL ON ADDITIONAL COMPENSATION DISCUSSION Shareholder Against For
AND ANALYSIS DISCLOSURE.
09 PROPOSAL ON SPECIAL SHAREOWNER MEETINGS. Shareholder Against For
10 PROPOSAL ON IRAQ OPERATIONS. Shareholder Against For
XCEL ENERGY INC
SECURITY 98389B100 MEETING TYPE Annual
TICKER SYMBOL XEL MEETING DATE 20-May-2009
ISIN US98389B1008 AGENDA 933040026 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: C. CONEY BURGESS Management For For
1B ELECTION OF DIRECTOR: FREDRIC W. CORRIGAN Management For For
1C ELECTION OF DIRECTOR: RICHARD K. DAVIS Management For For
1D ELECTION OF DIRECTOR: RICHARD C. KELLY Management For For
1E ELECTION OF DIRECTOR: ALBERT F. MORENO Management For For
1F ELECTION OF DIRECTOR: DR. MARGARET R. PRESKA Management For For
1G ELECTION OF DIRECTOR: A. PATRICIA SAMPSON Management For For
1H ELECTION OF DIRECTOR: RICHARD H. TRULY Management For For
1I ELECTION OF DIRECTOR: DAVID A. WESTERLUND Management For For
1J ELECTION OF DIRECTOR: TIMOTHY V. WOLF Management For For
02 COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS XCEL ENERGY INC.'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 94
ALPHA NATURAL RESOURCES, INC.
SECURITY 02076X102 MEETING TYPE Annual
TICKER SYMBOL ANR MEETING DATE 20-May-2009
ISIN US02076X1028 AGENDA 933040216 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 MARY ELLEN BOWERS For For
2 JOHN S. BRINZO For For
3 HERMANN BUERGER For For
4 KEVIN S. CRUTCHFIELD For For
5 E. LINN DRAPER, JR. For For
6 GLENN A. EISENBERG For For
7 JOHN W. FOX, JR. For For
8 MICHAEL J. QUILLEN For For
9 TED G. WOOD For For
02 TO AMEND THE RESTATED CERTIFICATE OF Management For For
INCORPORATION.
03 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
CONSOLIDATED WATER COMPANY LIMITED
SECURITY G23773107 MEETING TYPE Annual
TICKER SYMBOL CWCO MEETING DATE 20-May-2009
ISIN KYG237731073 AGENDA 933043921 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: WILMER F. PERGANDE Management For For
1B ELECTION OF DIRECTOR: DAVID W. SASNETT Management For For
1C ELECTION OF DIRECTOR: LEONARD J. SOKOLOW Management For For
1D ELECTION OF DIRECTOR: RAYMOND WHITTAKER Management For For
S2 AMEND ARTICLES TO ELIMINATE REQUIREMENT THAT A Management For For
POLL BE DEMANDED IN ORDER FOR A SHAREHOLDER OR
PROXY HOLDER TO BE ENTITLED TO ONE VOTE FOR EACH
SHARE HELD OR REPRESENTED BY PROXY.
S3 APPROVE THE AMENDMENT OF THE AMENDED AND Management For For
RESTATED ARTICLES, ALL AS MORE FULLY DESCRIBED IN
THE PROXY STATEMENT.
S4 AMENDMENT OF THE ARTICLES OF ASSOCIATION TO Management For For
CLARIFY THAT PROXIES MAY BE APPOINTED BY, AND
NOTICES OF MEETINGS, REPORTS AND FINANCIAL
STATEMENTS MAY BE DELIVERED BY, ELECTRONIC
MEANS.
S5 AMENDMENT OF ARTICLES RELATED TO: (A) CHARITABLE Management For For
CONTRIBUTIONS; (B) DIRECTOR CONFLICTS; & (C) THE
ISSUANCE OF SHARES.
S6 AMENDMENT OF ARTICLES TO PERMIT THE BOARD TO Management For For
APPROVE THE REPURCHASE AT FAIR MARKET VALUE.
S7 ADOPTION OF AN AMENDED AND RESTATED ARTICLES Management For For
INCORPORATING ANY AND ALL AMENDMENTS APPROVED
IN PROPOSALS 2 - 6.
08 RATIFY THE SELECTION OF RACHLIN LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
ASTORIA FINANCIAL CORPORATION
SECURITY 046265104 MEETING TYPE Annual
TICKER SYMBOL AF MEETING DATE 20-May-2009
ISIN US0462651045 AGENDA 933047121 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 GERARD C. KEEGAN For For
2 DENIS J. CONNORS For For
3 THOMAS J. DONAHUE For For
02 THE APPROVAL OF AN AMENDMENT TO THE ASTORIA Management For For
FINANCIAL CORPORATION EXECUTIVE OFFICER ANNUAL
INCENTIVE PLAN.
03 THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR ASTORIA FINANCIAL CORPORATION FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2009.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 95
ALLEGHENY ENERGY, INC.
SECURITY 017361106 MEETING TYPE Annual
TICKER SYMBOL AYE MEETING DATE 21-May-2009
ISIN US0173611064 AGENDA 933026331 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: H. FURLONG BALDWIN Management For For
1B ELECTION OF DIRECTOR: ELEANOR BAUM Management For For
1C ELECTION OF DIRECTOR: PAUL J. EVANSON Management For For
1D ELECTION OF DIRECTOR: CYRUS F. FREIDHEIM, JR. Management For For
1E ELECTION OF DIRECTOR: JULIA L. JOHNSON Management For For
1F ELECTION OF DIRECTOR: TED J. KLEISNER Management For For
1G ELECTION OF DIRECTOR: CHRISTOPHER D. PAPPAS Management For For
1H ELECTION OF DIRECTOR: STEVEN H. RICE Management For For
1I ELECTION OF DIRECTOR: GUNNAR E. SARSTEN Management For For
1J ELECTION OF DIRECTOR: MICHAEL H. SUTTON Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR
FOR 2009.
03 PROPOSAL TO APPROVE THE ALLEGHENY ENERGY, INC. Management For For
ANNUAL INCENTIVE PLAN.
04 STOCKHOLDER PROPOSAL RELATING TO SPECIAL Shareholder Against For
STOCKHOLDER MEETINGS.
OGE ENERGY CORP.
SECURITY 670837103 MEETING TYPE Annual
TICKER SYMBOL OGE MEETING DATE 21-May-2009
ISIN US6708371033 AGENDA 933031558 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 WAYNE BRUNETTI For For
2 JOHN GROENDYKE For For
3 ROBERT KELLEY For For
4 ROBERT LORENZ For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE COMPANY'S PRINCIPAL INDEPENDENT
ACCOUNTANTS FOR 2009.
03 SHAREOWNER PROPOSAL TO ELIMINATE THE Shareholder Against For
CLASSIFICATION OF THE TERMS OF THE DIRECTORS.
ONEOK, INC.
SECURITY 682680103 MEETING TYPE Annual
TICKER SYMBOL OKE MEETING DATE 21-May-2009
ISIN US6826801036 AGENDA 933033172 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: JAMES C. DAY Management For For
1B ELECTION OF DIRECTOR: JULIE H. EDWARDS Management For For
1C ELECTION OF DIRECTOR: WILLIAM L. FORD Management For For
1D ELECTION OF DIRECTOR: JOHN W. GIBSON Management For For
1E ELECTION OF DIRECTOR: DAVID L. KYLE Management For For
1F ELECTION OF DIRECTOR: BERT H. MACKIE Management For For
1G ELECTION OF DIRECTOR: JIM W. MOGG Management For For
1H ELECTION OF DIRECTOR: PATTYE L. MOORE Management For For
1I ELECTION OF DIRECTOR: GARY D. PARKER Management For For
1J ELECTION OF DIRECTOR: EDUARDO A. RODRIGUEZ Management For For
1K ELECTION OF DIRECTOR: DAVID J. TIPPECONNIC Management For For
02 A PROPOSAL TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF ONEOK, INC.
FOR THE YEAR ENDING DECEMBER 31, 2009.
CROWN CASTLE INTERNATIONAL CORP
SECURITY 228227104 MEETING TYPE Annual
TICKER SYMBOL CCI MEETING DATE 21-May-2009
ISIN US2282271046 AGENDA 933035378 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 CINDY CHRISTY For For
2 ARI Q. FITZGERALD For For
3 ROBERT E. GARRISON II For For
4 JOHN P. KELLY For For
02 TO APPROVE RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2009.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 96
WESTAR ENERGY, INC.
SECURITY 95709T100 MEETING TYPE Annual
TICKER SYMBOL WR MEETING DATE 21-May-2009
ISIN US95709T1007 AGENDA 933035924 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 CHARLES Q. CHANDLER IV For For
2 R.A. EDWARDS For For
3 SANDRA A.J. LAWRENCE For For
02 RATIFICATION AND CONFIRMATION OF DELOITTE & Management For For
TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
03 PROPOSAL TO APPROVE THE ADOPTION OF AN Management For For
AMENDMENT TO THE WESTAR ENERGY, INC. LONG TERM
INCENTIVE AND SHARE AWARD PLAN.
XEROX CORPORATION
SECURITY 984121103 MEETING TYPE Annual
TICKER SYMBOL XRX MEETING DATE 21-May-2009
ISIN US9841211033 AGENDA 933037269 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: GLENN A. BRITT Management For For
1B ELECTION OF DIRECTOR: URSULA M. BURNS Management For For
1C ELECTION OF DIRECTOR: RICHARD J. HARRINGTON Management For For
1D ELECTION OF DIRECTOR: WILLIAM CURT HUNTER Management For For
1E ELECTION OF DIRECTOR: ROBERT A. MCDONALD Management For For
1F ELECTION OF DIRECTOR: ANNE M. MULCAHY Management For For
1G ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Management For For
1H ELECTION OF DIRECTOR: CHARLES PRINCE Management For For
1I ELECTION OF DIRECTOR: ANN N. REESE Management For For
1J ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER Management For For
02 RATIFICATION OF THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009.
BOYD GAMING CORPORATION
SECURITY 103304101 MEETING TYPE Annual
TICKER SYMBOL BYD MEETING DATE 21-May-2009
ISIN US1033041013 AGENDA 933038932 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 ROBERT L. BOUGHNER For For
2 WILLIAM R. BOYD For For
3 WILLIAM S. BOYD For For
4 THOMAS V. GIRARDI For For
5 MARIANNE BOYD JOHNSON For For
6 BILLY G. MCCOY For For
7 FREDERICK J. SCHWAB For For
8 KEITH E. SMITH For For
9 CHRISTINE J. SPADAFOR For For
10 PETER M. THOMAS For For
11 VERONICA J. WILSON For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
INVESCO LTD
SECURITY G491BT108 MEETING TYPE Annual
TICKER SYMBOL IVZ MEETING DATE 21-May-2009
ISIN BMG491BT1088 AGENDA 933043262 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: MARTIN L. FLANAGAN Management For For
1B ELECTION OF DIRECTOR: BEN F. JOHNSON, III Management For For
1C ELECTION OF DIRECTOR: J. THOMAS PRESBY, CPA Management For For
2 TO APPOINT ERNST & YOUNG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009
CABLEVISION SYSTEMS CORPORATION
SECURITY 12686C109 MEETING TYPE Annual
TICKER SYMBOL CVC MEETING DATE 21-May-2009
ISIN US12686C1099 AGENDA 933046321 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 ZACHARY W. CARTER For For
2 CHARLES D. FERRIS For For
3 THOMAS V. REIFENHEISER For For
4 JOHN R. RYAN For For
5 VINCENT TESE For For
6 LEONARD TOW For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR FISCAL YEAR 2009.
03 APPROVAL OF CABLEVISION SYSTEMS CORPORATION Management Against Against
AMENDED 2006 EMPLOYEE STOCK PLAN.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 97
BLACKROCK, INC.
SECURITY 09247X101 MEETING TYPE Annual
TICKER SYMBOL BLK MEETING DATE 21-May-2009
ISIN US09247X1019 AGENDA 933064103 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 WILLIAM S. DEMCHAK For For
2 KENNETH B. DUNN For For
3 LAURENCE D. FINK For For
4 ROBERT S. KAPITO For For
5 BRIAN T. MOYNIHAN For For
6 THOMAS H. O'BRIEN For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS BLACKROCK'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
2009.
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433100 MEETING TYPE Annual
TICKER SYMBOL TDS MEETING DATE 21-May-2009
ISIN US8794331004 AGENDA 933076831 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 C.A. DAVIS For For
2 C.D. O'LEARY For For
3 G.L. SUGARMAN For For
4 H.S. WANDER For For
02 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN. Management For For
03 RATIFY ACCOUNTANTS FOR 2009. Management For For
04 SHAREHOLDER PROPOSAL TO RECAPITALIZE THE TDS Shareholder For Against
CAPITAL STOCK.
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433860 MEETING TYPE Annual
TICKER SYMBOL TDSS MEETING DATE 21-May-2009
ISIN US8794338603 AGENDA 933076843 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 C.A. DAVIS For For
2 C.D. O'LEARY For For
3 G.L. SUGARMAN For For
4 H.S. WANDER For For
SLM CORPORATION
SECURITY 78442P106 MEETING TYPE Annual
TICKER SYMBOL SLM MEETING DATE 22-May-2009
ISIN US78442P1066 AGENDA 933040379 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: ANN TORRE BATES Management For For
1B ELECTION OF DIRECTOR: WILLIAM M. DIEFENDERFER, III Management For For
1C ELECTION OF DIRECTOR: DIANE SUITT GILLELAND Management For For
1D ELECTION OF DIRECTOR: EARL A. GOODE Management For For
1E ELECTION OF DIRECTOR: RONALD F. HUNT Management For For
1F ELECTION OF DIRECTOR: ALBERT L. LORD Management For For
1G ELECTION OF DIRECTOR: MICHAEL E. MARTIN Management For For
1H ELECTION OF DIRECTOR: BARRY A. MUNITZ Management For For
1I ELECTION OF DIRECTOR: HOWARD H. NEWMAN Management For For
1J ELECTION OF DIRECTOR: A. ALEXANDER PORTER, JR. Management For For
1K ELECTION OF DIRECTOR: FRANK C. PULEO Management For For
1L ELECTION OF DIRECTOR: WOLFGANG SCHOELLKOPF Management For For
1M ELECTION OF DIRECTOR: STEVEN L. SHAPIRO Management For For
1N ELECTION OF DIRECTOR: J. TERRY STRANGE Management For For
1O ELECTION OF DIRECTOR: ANTHONY P. TERRACCIANO Management For For
1P ELECTION OF DIRECTOR: BARRY L. WILLIAMS Management For For
2 ADOPTION OF THE SLM CORPORATION DIRECTORS EQUITY Management For For
PLAN
3 ADOPTION OF THE SLM CORPORATION 2009-2012 Management For For
INCENTIVE PLAN
4 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 98
FPL GROUP, INC.
SECURITY 302571104 MEETING TYPE Annual
TICKER SYMBOL FPL MEETING DATE 22-May-2009
ISIN US3025711041 AGENDA 933040569 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 SHERRY S. BARRAT For For
2 ROBERT M. BEALL, II For For
3 J. HYATT BROWN For For
4 JAMES L. CAMAREN For For
5 J. BRIAN FERGUSON For For
6 LEWIS HAY, III For For
7 TONI JENNINGS For For
8 OLIVER D. KINGSLEY, JR. For For
9 RUDY E. SCHUPP For For
10 MICHAEL H. THAMAN For For
11 HANSEL E. TOOKES, II For For
12 PAUL R. TREGURTHA For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2009.
03 APPROVAL OF THE MATERIAL TERMS UNDER THE FPL Management For For
GROUP, INC. AMENDED AND RESTATED LONG TERM
INCENTIVE PLAN FOR PAYMENT OF PERFORMANCE-BASED
COMPENSATION AS REQUIRED BY INTERNAL REVENUE
CODE SECTION 162(M).
HSBC HOLDINGS PLC
SECURITY 404280406 MEETING TYPE Annual
TICKER SYMBOL HBC MEETING DATE 22-May-2009
ISIN US4042804066 AGENDA 933041547 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO RECEIVE THE REPORT AND ACCOUNTS FOR 2008 Management For For
02 TO APPROVE THE DIRECTORS' REMUNERATION REPORT Management For For
FOR 2008
3A TO RE-ELECT S A CATZ A DIRECTOR Management For For
3B TO RE-ELECT V H C CHENG A DIRECTOR Management For For
3C TO RE-ELECT M K T CHEUNG A DIRECTOR Management For For
3D TO RE-ELECT J D COOMBE A DIRECTOR Management For For
3E TO RE-ELECT J L DURAN A DIRECTOR Management For For
3F TO RE-ELECT R A FAIRHEAD A DIRECTOR Management For For
3G TO RE-ELECT D J FLINT A DIRECTOR Management For For
3H TO RE-ELECT A A FLOCKHART A DIRECTOR Management For For
3I TO RE-ELECT W K L FUNG A DIRECTOR Management For For
3J TO RE-ELECT M F GEOGHEGAN A DIRECTOR Management For For
3K TO RE-ELECT S K GREEN A DIRECTOR Management For For
3L TO RE-ELECT S T GULLIVER A DIRECTOR Management For For
3M TO RE-ELECT J W J HUGHES-HALLETT A DIRECTOR Management For For
3N TO RE-ELECT W S H LAIDLAW A DIRECTOR Management For For
3O TO RE-ELECT J R LOMAX A DIRECTOR Management For For
3P TO RE-ELECT SIR MARK MOODY-STUART A DIRECTOR Management For For
3Q TO RE-ELECT G MORGAN A DIRECTOR Management For For
3R TO RE-ELECT N R N MURTHY A DIRECTOR Management For For
3S TO RE-ELECT S M ROBERTSON A DIRECTOR Management For For
3T TO RE-ELECT J L THORNTON A DIRECTOR Management For For
3U TO RE-ELECT SIR BRIAN WILLIAMSON A DIRECTOR Management For For
04 TO REAPPOINT THE AUDITOR AT REMUNERATION TO BE Management For For
DETERMINED BY THE GROUP AUDIT COMMITTEE
05 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Management For For
06 TO DISAPPLY PRE-EMPTION RIGHTS (SPECIAL Management For For
RESOLUTION)
07 TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN Management For For
ORDINARY SHARES
08 TO ADOPT NEW ARTICLES OF ASSOCIATION WITH EFFECT Management For For
FROM 1 OCTOBER 2009 (SPECIAL RESOLUTION)
09 TO APPROVE GENERAL MEETINGS (OTHER THAN ANNUAL Management For For
GENERAL MEETINGS) BEING CALLED ON 14 CLEAR DAYS'
NOTICE (SPECIAL RESOLUTION)
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 99
CMS ENERGY CORPORATION
SECURITY 125896100 MEETING TYPE Annual
TICKER SYMBOL CMS MEETING DATE 22-May-2009
ISIN US1258961002 AGENDA 933050801 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 MERRIBEL S. AYRES For For
2 JON E. BARFIELD For For
3 RICHARD M. GABRYS For For
4 DAVID W. JOOS For For
5 PHILIP R. LOCHNER, JR., For For
6 MICHAEL T. MONAHAN For For
7 JOSEPH F. PAQUETTE JR., For For
8 PERCY A. PIERRE For For
9 KENNETH L. WAY For For
10 KENNETH WHIPPLE For For
11 JOHN B. YASINSKY For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM (PRICEWATERHOUSECOOPERS LLP).
03 PROPOSAL TO AMEND PERFORMANCE INCENTIVE STOCK Management For For
PLAN.
04 PROPOSAL TO APPROVE PERFORMANCE MEASURES IN Management For For
BONUS PLAN.
05 PROPOSAL TO AMEND ARTICLES OF INCORPORATION. Management For For
SUEZ ENVIRONNEMENT COMPANY, PARIS
SECURITY F4984P118 MEETING TYPE MIX
TICKER SYMBOL SZEVY.PK MEETING DATE 26-May-2009
ISIN FR0010613471 AGENDA 701912722 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card dir-ectly to the sub custodian. Please contact your
Client Service Representative-to obtain the necessary card,
account details and directions. The following-applies to Non-
Resident Shareowners: Proxy Cards: Voting instructions will b-e
forwarded to the Global Custodians that have become Registered
Intermediarie-s, on the Vote Deadline Date. In capacity as
Registered Intermediary, the Glob-al Custodian will sign the Proxy
Card and forward to the local custodian. If y-ou are unsure
whether your Global Custodian acts as Registered Intermediary,
p-lease contact your representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
O.1 Approve the unconsolidated accounts for the FYE on 31 DEC Management For For
2008
O.2 Approve the consolidated accounts for the FYE on 31 DEC 2008 Management For For
O.3 Approve the distribution of profits for the FYE on 31 DEC 2008 Management For For
O.4 Approve an agreement concluded with GDF-Suez and presented Management For For
in the special report of the Statutory Auditors
O.5 Approve the addendum of the shareholders' agreement on 05 Management For For
JUN 2008 presented in the special report of the Statutory
Auditors, referred to in Article L.225-38 of the Commercial Code
O.6 Approve the retirement liabilities, social security and coverage for Management For For
the benefit of a Corporate Manager and presented in the special
report of the Statutory Auditors, referred to in Articles L.225-38 of
the Commercial Code
O.7 Approve the agreement made for the benefit of a Corporate Management For For
Manager, referred to in Article L.225-38 and L.225-42-1 of the
Commercial Code
O.8 Authorize the Board of Directors to operate on the Company's Management For For
shares
E.9 Authorize the Board of Directors to reduce the share capital Management For For
through cancellation of shares
E.10 Authorize the Board of Directors in order to grant options to Management For For
subscribe or purchase shares
E.11 Authorize the Board of Directors to allocate free shares Management For For
E.12 Authorize the Board of Directors to carry out the capital increase Management For For
by issuing shares reserved for employees of a Company Saving
Plan, with cancellation of preferential subscription rights in favor
of them
E.13 Authorize the Board of Directors to carry out the share capital Management For For
increase, the cancellation of preferential subscription rights, for
all entities with the sole object of subscribe, hold and dispose the
Company's shares or other financial instruments for the
implementation of 1 of multiple forms of Employees Share
Ownership plan of International Suez Environment Company and
its subsidiaries
E.14 Authorize the Board of Directors to use the Company's shares, Management For For
permissions and financial delegations approved by the General
Assembly on 15 JUL 2008 and 26 MAY 2009, during a public offer
E.15 Authorize the Board of Directors under the 6th resolution of the Management For For
Extraordinary and Ordinary General Assembly of 15 JUL 2008, to
reflect the order of 22 JAN 2009
E.16 Grant full powers to the bearer of an original or extract of this Management For For
report in order to accomplish all legal formalities
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 100
DEUTSCHE BANK AG
SECURITY D18190898 MEETING TYPE Annual
TICKER SYMBOL DB MEETING DATE 26-May-2009
ISIN DE0005140008 AGENDA 933065458 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
02 APPROPRIATION OF DISTRIBUTABLE PROFIT. Management For For
03 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
MANAGEMENT BOARD FOR THE 2008 FINANCIAL YEAR.
04 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
SUPERVISORY BOARD FOR THE 2008 FINANCIAL YEAR.
05 ELECTION OF AUDITOR FOR 2009 FINANCIAL YEAR, Management For For
INTERIM ACCOUNTS.
06 AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING Management For For
PURPOSES.
07 AUTHORIZATION TO ACQUIRE OWN SHARES PURSUANT TO Management For For
SECTION 71 (1) NO. 8 STOCK CORPORATION ACT.
08 AMENDMENT TO THE ARTICLES OF ASSOCIATION Management For For
RELATING TO THE REGISTRATION PERIOD FOR THE
GENERAL MEETING.
09 AMENDMENT TO SECTION 19 (2) SENTENCE 3 OF THE Management For For
ARTICLES OF ASSOCIATION TO ACCORD WITH THE RULES
OF THE ACT ON THE IMPLEMENTATION OF THE
SHAREHOLDER RIGHTS DIRECTIVE.
10 CREATION OF NEW AUTHORIZED CAPITAL AND Management For For
AMENDMENT TO ARTICLES OF ASSOCIATION.
11 CREATION OF NEW AUTHORIZED CAPITAL FOR CAPITAL Management For For
INCREASES IN CASH OR IN KIND AND AMENDMENT TO THE
ARTICLES OF ASSOCIATION.
12 CREATION OF NEW AUTHORIZED CAPITAL AND Management For For
AMENDMENT TO THE ARTICLES OF ASSOCIATION.
13 AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH Management For For
WARRANTS AND/OR CONVERTIBLE PARTICIPATORY
NOTES, BONDS WITH WARRANTS AND CONVERTIBLE
BONDS, CREATION OF CONDITIONAL CAPITAL AND
AMENDMENT TO ARTICLES OF ASSOCIATION.
14 SHAREHOLDER PROPOSAL: PROPOSAL THAT Shareholder Against For
RATIFICATION OF THE ACTS OF MANAGEMENT OF THE
MANAGEMENT BOARD BE REFUSED.
15 SHAREHOLDER PROPOSAL: RATIFICATION OF THE ACTS Shareholder Against For
OF MANAGEMENT OF THE MANAGEMENT BOARD BE
POSTPONED UNTIL ALL LIABILITY PROCEEDINGS AGAINST
DEUTSCHE BANK HAVE BEEN CONCLUDED AND ALSO
UNTIL A REFORM OF THE COMPENSATION AND BONUS
SYSTEM HAS BEEN CARRIED OUT.
16 SHAREHOLDER PROPOSAL: THE ACTS OF THE Shareholder Against For
MANAGEMENT BOARD FOR THE 2008 FINANCIAL YEAR ARE
NOT RATIFIED.
17 SHAREHOLDER PROPOSAL: THE ACTS OF MANAGEMENT Shareholder Against For
OF THE SUPERVISORY BOARD FOR THE 2008 FINANCIAL
YEAR ARE NOT RATIFIED.
18 SHAREHOLDER PROPOSAL - RATIFICATION OF THE ACTS Shareholder Against For
OF MANAGEMENT OF THE MEMBERS OF THE
SUPERVISORY BOARD IS REFUSED.
19 SHAREHOLDER PROPOSAL - PROPOSE THAT NO Shareholder Against For
DISTRIBUTABLE PROFIT BE DISTRIBUTED AND HENCE NO
DIVIDENDS PAID.
20 SHAREHOLDER PROPOSAL - RATIFICATION OF THE ACTS Shareholder Against For
OF MANAGEMENT OF BOTH THE MANAGEMENT BOARD
AND THE SUPERVISORY BOARD BE REFUSED.
21 SHAREHOLDER PROPOSAL - NOT TO ADOPT A Shareholder Against For
RESOLUTION ON THE PLANNED CHANGE TO ARTICLE 19 II 3
OF THE ARTICLES OF ASSOCIATION.
22 SHAREHOLDER PROPOSAL - APPROPRIATION OF Shareholder Against For
DISTRIBUTABLE PROFIT.
FRANCE TELECOM
SECURITY 35177Q105 MEETING TYPE Annual
TICKER SYMBOL FTE MEETING DATE 26-May-2009
ISIN US35177Q1058 AGENDA 933069317 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS FOR Management For For
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008
02 APPROVAL OF THE CONSOLIDATED FINANCIAL Management For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED
DECEMBER 31, 2008
03 ALLOCATION OF THE INCOME FOR THE FINANCIAL YEAR Management For For
ENDED DECEMBER 31, 2008, AS STATED IN THE ANNUAL
FINANCIAL STATEMENTS
04 APPROVAL OF THE AGREEMENTS REFERRED TO IN Management For For
ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE
05 RENEWAL OF TERM OF A PRINCIPAL STATUTORY AUDITOR Management For For
06 RENEWAL OF TERM OF A DEPUTY STATUTORY AUDITOR Management For For
07 RENEWAL OF TERM OF A PRINCIPAL STATUTORY AUDITOR Management For For
08 RENEWAL OF TERM OF A DEPUTY STATUTORY AUDITOR Management For For
09 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Management For For
DIRECTORS TO PURCHASE OR TRANSFER FRANCE
TELECOM SHARES
10 AMENDMENT OF ARTICLE 13 OF THE BY-LAWS Management For For
11 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO ISSUE SHARES OF THE COMPANY AND
SECURITIES GIVING ACCESS TO SHARES OF THE
COMPANY OR OF ONE OF ITS SUBSIDIARIES, WITH
PREFERENTIAL SUBSCRIPTION RIGHTS OF THE
SHAREHOLDERS
12 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO ISSUE SHARES OF THE COMPANY AND
SECURITIES GIVING ACCESS TO THE SHARES OF THE
COMPANY OR OF ONE OF ITS SUBSIDIARIES, WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHTS OF THE
SHAREHOLDERS
13 AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS Management For For
IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHTS OF
SHAREHOLDERS, TO INCREASE THE NUMBER OF ISSUABLE
SECURITIES
14 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO ISSUE SHARES AND SECURITIES GIVING
ACCESS TO SHARES, IN THE EVENT OF A PUBLIC
EXCHANGE OFFER INITIATED BY THE COMPANY
15 AUTHORIZATION OF POWERS TO THE BOARD OF Management For For
DIRECTORS TO ISSUE SHARES AND SECURITIES GIVING
ACCESS TO SHARES, IN CONSIDERATION FOR
CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND
COMPRISED OF EQUITY SECURITIES OR SECURITIES
GIVING ACCESS TO SHARE CAPITAL
16 DELEGATION OF POWERS TO THE BOARD OF DIRECTORS Management For For
TO ISSUE SHARES RESERVED FOR PERSONS SIGNING A
LIQUIDITY CONTRACT WITH THE COMPANY IN THEIR
CAPACITY AS HOLDERS OF SHARES OR STOCK OPTIONS
OF ORANGE S.A.
17 DELEGATION OF POWERS TO THE BOARD OF DIRECTORS Management For For
TO PROCEED WITH THE FREE ISSUANCE OF OPTION-
BASED LIQUIDITY INSTRUMENTS RESERVED FOR THOSE
HOLDERS OF STOCK OPTIONS OF ORANGE S.A. THAT HAVE
SIGNED A LIQUIDITY CONTRACT WITH THE COMPANY
18 OVERALL LIMITATION OF THE AUTHORIZATIONS Management For For
19 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO ISSUE SECURITIES GIVING RIGHT TO THE
ALLOCATION OF DEBT SECURITIES
20 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO INCREASE THE SHARE CAPITAL OF THE
COMPANY BY CAPITALIZATION OF RESERVES, PROFITS OR
PREMIUMS
21 AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS TO Management For For
ALLOCATE FREE SHARES
22 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO PROCEED WITH CAPITAL INCREASES
RESERVED FOR MEMBERS OF THE FRANCE TELECOM
GROUP SAVINGS PLAN
23 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Management For For
REDUCE THE SHARE CAPITAL THROUGH THE
CANCELLATION OF SHARES
24 POWERS FOR FORMALITIES Management For For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 101
DEUTSCHE BANK AG
SECURITY D18190898 MEETING TYPE Annual
TICKER SYMBOL DB MEETING DATE 26-May-2009
ISIN DE0005140008 AGENDA 933093813 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
02 APPROPRIATION OF DISTRIBUTABLE PROFIT. Management For For
03 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
MANAGEMENT BOARD FOR THE 2008 FINANCIAL YEAR.
04 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
SUPERVISORY BOARD FOR THE 2008 FINANCIAL YEAR.
05 ELECTION OF AUDITOR FOR 2009 FINANCIAL YEAR, Management For For
INTERIM ACCOUNTS.
06 AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING Management For For
PURPOSES.
07 AUTHORIZATION TO ACQUIRE OWN SHARES PURSUANT TO Management For For
SECTION 71 (1) NO. 8 STOCK CORPORATION ACT.
08 AMENDMENT TO THE ARTICLES OF ASSOCIATION Management For For
RELATING TO THE REGISTRATION PERIOD FOR THE
GENERAL MEETING.
09 AMENDMENT TO SECTION 19 (2) SENTENCE 3 OF THE Management For For
ARTICLES OF ASSOCIATION TO ACCORD WITH THE RULES
OF THE ACT ON THE IMPLEMENTATION OF THE
SHAREHOLDER RIGHTS DIRECTIVE.
10 CREATION OF NEW AUTHORIZED CAPITAL AND Management For For
AMENDMENT TO ARTICLES OF ASSOCIATION.
11 CREATION OF NEW AUTHORIZED CAPITAL FOR CAPITAL Management For For
INCREASES IN CASH OR IN KIND AND AMENDMENT TO THE
ARTICLES OF ASSOCIATION.
12 CREATION OF NEW AUTHORIZED CAPITAL AND Management For For
AMENDMENT TO THE ARTICLES OF ASSOCIATION.
13 AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH Management For For
WARRANTS AND/OR CONVERTIBLE PARTICIPATORY
NOTES, BONDS WITH WARRANTS AND CONVERTIBLE
BONDS, CREATION OF CONDITIONAL CAPITAL AND
AMENDMENT TO ARTICLES OF ASSOCIATION.
14 SHAREHOLDER PROPOSAL: PROPOSAL THAT Shareholder Against For
RATIFICATION OF THE ACTS OF MANAGEMENT OF THE
MANAGEMENT BOARD BE REFUSED.
15 SHAREHOLDER PROPOSAL: RATIFICATION OF THE ACTS Shareholder Against For
OF MANAGEMENT OF THE MANAGEMENT BOARD BE
POSTPONED UNTIL ALL LIABILITY PROCEEDINGS AGAINST
DEUTSCHE BANK HAVE BEEN CONCLUDED AND ALSO
UNTIL A REFORM OF THE COMPENSATION AND BONUS
SYSTEM HAS BEEN CARRIED OUT.
16 SHAREHOLDER PROPOSAL: THE ACTS OF THE Shareholder Against For
MANAGEMENT BOARD FOR THE 2008 FINANCIAL YEAR ARE
NOT RATIFIED.
17 SHAREHOLDER PROPOSAL: THE ACTS OF MANAGEMENT Shareholder Against For
OF THE SUPERVISORY BOARD FOR THE 2008 FINANCIAL
YEAR ARE NOT RATIFIED.
18 SHAREHOLDER PROPOSAL - RATIFICATION OF THE ACTS Shareholder Against For
OF MANAGEMENT OF THE MEMBERS OF THE
SUPERVISORY BOARD IS REFUSED.
19 SHAREHOLDER PROPOSAL - PROPOSE THAT NO Shareholder Against For
DISTRIBUTABLE PROFIT BE DISTRIBUTED AND HENCE NO
DIVIDENDS PAID.
20 SHAREHOLDER PROPOSAL - RATIFICATION OF THE ACTS Shareholder Against For
OF MANAGEMENT OF BOTH THE MANAGEMENT BOARD
AND THE SUPERVISORY BOARD BE REFUSED.
21 SHAREHOLDER PROPOSAL - NOT TO ADOPT A Shareholder Against For
RESOLUTION ON THE PLANNED CHANGE TO ARTICLE 19 II 3
OF THE ARTICLES OF ASSOCIATION.
22 SHAREHOLDER PROPOSAL - APPROPRIATION OF Shareholder Against For
DISTRIBUTABLE PROFIT.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 102
EXXON MOBIL CORPORATION
SECURITY 30231G102 MEETING TYPE Annual
TICKER SYMBOL XOM MEETING DATE 27-May-2009
ISIN US30231G1022 AGENDA 933046965 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 M.J. BOSKIN For For
2 L.R. FAULKNER For For
3 K.C. FRAZIER For For
4 W.W. GEORGE For For
5 R.C. KING For For
6 M.C. NELSON For For
7 S.J. PALMISANO For For
8 S.S REINEMUND For For
9 R.W. TILLERSON For For
10 E.E. WHITACRE, JR. For For
02 RATIFICATION OF INDEPENDENT AUDITORS (PAGE 50) Management For For
03 CUMULATIVE VOTING (PAGE 51) Shareholder Against For
04 SPECIAL SHAREHOLDER MEETINGS (PAGE 53) Shareholder Against For
05 INCORPORATE IN NORTH DAKOTA (PAGE 54) Shareholder Against For
06 BOARD CHAIRMAN AND CEO (PAGE 55) Shareholder Against For
07 SHAREHOLDER ADVISORY VOTE ON EXECUTIVE Shareholder Against For
COMPENSATION (PAGE 57)
08 EXECUTIVE COMPENSATION REPORT (PAGE 59) Shareholder Against For
09 CORPORATE SPONSORSHIPS REPORT (PAGE 60) Shareholder Against For
10 AMENDMENT OF EEO POLICY (PAGE 62) Shareholder Against For
11 GREENHOUSE GAS EMISSIONS GOALS (PAGE 63) Shareholder Against For
12 CLIMATE CHANGE AND TECHNOLOGY REPORT (PAGE 65) Shareholder Against For
13 RENEWABLE ENERGY POLICY (PAGE 66) Shareholder Against For
CHEVRON CORPORATION
SECURITY 166764100 MEETING TYPE Annual
TICKER SYMBOL CVX MEETING DATE 27-May-2009
ISIN US1667641005 AGENDA 933051067 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: S.H. ARMACOST Management For For
1B ELECTION OF DIRECTOR: L.F. DEILY Management For For
1C ELECTION OF DIRECTOR: R.E. DENHAM Management For For
1D ELECTION OF DIRECTOR: R.J. EATON Management For For
1E ELECTION OF DIRECTOR: E. HERNANDEZ Management For For
1F ELECTION OF DIRECTOR: F.G. JENIFER Management For For
1G ELECTION OF DIRECTOR: S. NUNN Management For For
1H ELECTION OF DIRECTOR: D.J. O'REILLY Management For For
1I ELECTION OF DIRECTOR: D.B. RICE Management For For
1J ELECTION OF DIRECTOR: K.W. SHARER Management For For
1K ELECTION OF DIRECTOR: C.R. SHOEMATE Management For For
1L ELECTION OF DIRECTOR: R.D. SUGAR Management For For
1M ELECTION OF DIRECTOR: C. WARE Management For For
1N ELECTION OF DIRECTOR: J.S. WATSON Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
03 APPROVE THE MATERIAL TERMS OF PERFORMANCE Management For For
GOALS FOR PERFORMANCE-BASED AWARDS UNDER THE
CHEVRON INCENTIVE PLAN
04 APPROVE THE MATERIAL TERMS OF PERFORMANCE Management For For
GOALS FOR PERFORMANCE-BASED AWARDS UNDER THE
LONG-TERM INCENTIVE PLAN OF CHEVRON CORPORATION
05 SPECIAL STOCKHOLDER MEETINGS Shareholder Against For
06 ADVISORY VOTE ON SUMMARY COMPENSATION TABLE Shareholder Against For
07 GREENHOUSE GAS EMISSIONS Shareholder Against For
08 COUNTRY SELECTION GUIDELINES Shareholder Against For
09 HUMAN RIGHTS POLICY Shareholder Against For
10 HOST COUNTRY LAWS Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 103
CALIFORNIA WATER SERVICE GROUP
SECURITY 130788102 MEETING TYPE Annual
TICKER SYMBOL CWT MEETING DATE 27-May-2009
ISIN US1307881029 AGENDA 933053023 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 DOUGLAS M. BROWN For For
2 ROBERT W. FOY For For
3 EDWIN A. GUILES For For
4 E.D. HARRIS, JR., M.D. For For
5 BONNIE G. HILL For For
6 RICHARD P. MAGNUSON For For
7 LINDA R. MEIER For For
8 PETER C. NELSON For For
9 GEORGE A. VERA For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE GROUP FOR 2009.
INTERMEC, INC.
SECURITY 458786100 MEETING TYPE Annual
TICKER SYMBOL IN MEETING DATE 27-May-2009
ISIN US4587861000 AGENDA 933053530 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: PATRICK J. BYRNE Management For For
1B ELECTION OF DIRECTOR: ERIC J. DRAUT Management For For
1C ELECTION OF DIRECTOR: GREGORY K. HINCKLEY Management For For
1D ELECTION OF DIRECTOR: LYDIA H. KENNARD Management For For
1E ELECTION OF DIRECTOR: ALLEN J. LAUER Management For For
1F ELECTION OF DIRECTOR: STEPHEN P. REYNOLDS Management For For
1G ELECTION OF DIRECTOR: STEVEN B. SAMPLE Management For For
1H ELECTION OF DIRECTOR: OREN G. SHAFFER Management For For
1I ELECTION OF DIRECTOR: LARRY D. YOST Management For For
02 RATIFY SELECTION OF DELOITTE & TOUCHE LLP AS Management For For
INTERMEC, INC.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
SANDISK CORPORATION
SECURITY 80004C101 MEETING TYPE Annual
TICKER SYMBOL SNDK MEETING DATE 27-May-2009
ISIN US80004C1018 AGENDA 933053934 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 DR. ELI HARARI For For
2 IRWIN FEDERMAN For For
3 STEVEN J. GOMO For For
4 EDDY W. HARTENSTEIN For For
5 CATHERINE P. LEGO For For
6 MICHAEL E. MARKS For For
7 DR. JAMES D. MEINDL For For
2 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR.
3 TO APPROVE AMENDMENTS TO COMPANY'S CERTIFICATE Management Against Against
OF INCORPORATION THAT WOULD ELIMINATE CUMULATIVE
VOTING.
4 APPROVE AMENDMENTS TO 2005 INCENTIVE PLAN THAT Management Against Against
WOULD INCREASE NUMBER OF AUTHORIZED SHARES BY
AN ADDITIONAL 5,000,000 SHARES.
5 APPROVE AMENDMENTS TO 2005 INCENTIVE PLAN THAT Management For For
WOULD INCREASE NUMBER OF AWARDS WITHOUT CASH
CONSIDERATION PERMITTED.
6 CONSIDER AND VOTE ON A STOCKHOLDER PROPOSAL Shareholder Against For
RELATING TO MAJORITY VOTING FOR DIRECTORS, IF
PROPERLY PRESENTED AT ANNUAL MEETING.
7 CONSIDER AND VOTE ON A STOCKHOLDER PROPOSAL Shareholder Against For
RELATING TO ANNUAL PRODUCTION OF A DETAILED
SUSTAINABILITY REPORT BY THE COMPANY.
THE SOUTHERN COMPANY
SECURITY 842587107 MEETING TYPE Annual
TICKER SYMBOL SO MEETING DATE 27-May-2009
ISIN US8425871071 AGENDA 933055534 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 J.P. BARANCO For For
2 F.S. BLAKE For For
3 J.A. BOSCIA For For
4 T.F. CHAPMAN For For
5 H.W. HABERMEYER, JR. For For
6 V.M. HAGEN For For
7 W.A. HOOD, JR. For For
8 D.M. JAMES For For
9 J.N. PURCELL For For
10 D.M. RATCLIFFE For For
11 W.G. SMITH, JR. For For
12 G.J. ST PE For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009
03 AMENDMENT OF COMPANY'S BY-LAWS REGARDING Management Against Against
MAJORITY VOTING AND CUMULATIVE VOTING
04 AMENDMENT OF COMPANY'S CERTIFICATE OF Management Against Against
INCORPORATION REGARDING CUMULATIVE VOTING
05 STOCKHOLDER PROPOSAL ON ENVIRONMENTAL REPORT Shareholder Against For
06 STOCKHOLDER PROPOSAL ON PENSION POLICY Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 104
TIME WARNER INC.
SECURITY 887317303 MEETING TYPE Annual
TICKER SYMBOL TWX MEETING DATE 28-May-2009
ISIN US8873173038 AGENDA 933048224 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: HERBERT M. ALLISON, JR. Management For For
1B ELECTION OF DIRECTOR: JAMES L. BARKSDALE Management For For
1C ELECTION OF DIRECTOR: JEFFREY L. BEWKES Management For For
1D ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH Management For For
1E ELECTION OF DIRECTOR: FRANK J. CAUFIELD Management For For
1F ELECTION OF DIRECTOR: ROBERT C. CLARK Management For For
1G ELECTION OF DIRECTOR: MATHIAS DOPFNER Management For For
1H ELECTION OF DIRECTOR: JESSICA P. EINHORN Management For For
1I ELECTION OF DIRECTOR: MICHAEL A. MILES Management For For
1J ELECTION OF DIRECTOR: KENNETH J. NOVACK Management For For
1K ELECTION OF DIRECTOR: DEBORAH C. WRIGHT Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
AUDITORS.
03 COMPANY PROPOSAL TO APPROVE THE TIME WARNER Management For For
INC. ANNUAL INCENTIVE PLAN FOR EXECUTIVE OFFICERS.
04 STOCKHOLDER PROPOSAL REGARDING CUMULATIVE Shareholder Against For
VOTING.
05 STOCKHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
STOCKHOLDER MEETINGS.
06 STOCKHOLDER PROPOSAL REGARDING ADVISORY Shareholder Against For
RESOLUTION TO RATIFY COMPENSATION OF NAMED
EXECUTIVE OFFICERS.
LENDER PROCESSING SERVICES, INC.
SECURITY 52602E102 MEETING TYPE Annual
TICKER SYMBOL LPS MEETING DATE 28-May-2009
ISIN US52602E1029 AGENDA 933048402 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTORS Management
1 MARSHALL HAINES For For
2 JAMES K. HUNT For For
2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2009 FISCAL YEAR.
3 TO APPROVE THE LENDER PROCESSING SERVICES, INC. Management For For
2008 OMNIBUS INCENTIVE PLAN.
4 TO APPROVE THE LENDER PROCESSING SERVICES, INC. Management For For
ANNUAL INCENTIVE PLAN.
FIDELITY NAT'L INFORMATION SERVICES INC
SECURITY 31620M106 MEETING TYPE Annual
TICKER SYMBOL FIS MEETING DATE 28-May-2009
ISIN US31620M1062 AGENDA 933053263 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 WILLIAM P. FOLEY, II* For For
2 THOMAS M. HAGERTY* For For
3 KEITH W. HUGHES* For For
4 RICHARD N. MASSEY** For For
2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2009 FISCAL YEAR.
FIDELITY NATIONAL FINANCIAL, INC
SECURITY 31620R105 MEETING TYPE Annual
TICKER SYMBOL FNF MEETING DATE 28-May-2009
ISIN US31620R1059 AGENDA 933053302 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 FRANK P. WILLEY For For
2 WILLIE D. DAVIS For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2009 FISCAL YEAR.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 105
SOUTHERN UNION COMPANY
SECURITY 844030106 MEETING TYPE Annual
TICKER SYMBOL SUG MEETING DATE 28-May-2009
ISIN US8440301062 AGENDA 933067337 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 GEORGE L. LINDEMANN For For
2 MICHAL BARZUZA For For
3 STEPHEN C. BEASLEY For For
4 DAVID BRODSKY For For
5 FRANK W. DENIUS For For
6 MICHAEL J. EGAN For For
7 KURT A. GITTER, M.D. For For
8 HERBERT H. JACOBI For For
9 THOMAS N. MCCARTER, III For For
10 GEORGE ROUNTREE, III For For
11 ALLAN D. SCHERER For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS SOUTHERN UNION'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2009.
03 TO APPROVE THE ADOPTION OF SOUTHERN UNION'S Management For For
THIRD AMENDED AND RESTATED 2003 STOCK AND
INCENTIVE PLAN.
COVIDIEN LTD.
SECURITY G2552X108 MEETING TYPE Special
TICKER SYMBOL COV MEETING DATE 28-May-2009
ISIN BMG2552X1083 AGENDA 933074851 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVAL OF THE SCHEME OF ARRANGEMENT ATTACHED Management For For
TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX A.
02 IF THE SCHEME OF ARRANGEMENT IS APPROVED, AND IN Management For For
CONNECTION WITH SCHEME OF ARRANGEMENT AND
REORGANIZATION, APPROVAL OF CREATION OF
DISTRIBUTABLE RESERVES OF COVIDIEN PLC (THROUGH
REDUCTION OF SHARE PREMIUM ACCOUNT OF COVIDIEN
PLC) THAT WAS PREVIOUSLY APPROVED BY COVIDIEN LTD.
AND OTHER CURRENT SHAREHOLDERS OF COVIDIEN PLC
(AS DESCRIBED IN THE ACCOMPANYING PROXY
STATEMENT).
03 APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO Management For For
A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT PROXIES TO APPROVE THE SCHEME OF
ARRANGEMENT AT THE TIME OF THE MEETING.
I2 TECHNOLOGIES, INC.
SECURITY 465754208 MEETING TYPE Annual
TICKER SYMBOL ITWO MEETING DATE 28-May-2009
ISIN US4657542084 AGENDA 933078227 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JACKSON L. WILSON, JR. For For
02 TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR I2 TECHNOLOGIES, INC. FOR ITS FISCAL YEAR
ENDING DECEMBER 31, 2009.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 106
NOBLE CORPORATION
SECURITY H5833N103 MEETING TYPE Annual
TICKER SYMBOL NE MEETING DATE 28-May-2009
ISIN CH0033347318 AGENDA 933081666 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVAL OF THE PAYMENT OF A DIVIDEND THROUGH A Management For For
REDUCTION OF THE PAR VALUE OF THE SHARES IN AN
AMOUNT EQUAL TO SWISS FRANCS 0.25
02 DIRECTOR Management
1 JULIE H. EDWARDS For For
2 MARC E. LELAND For For
3 DAVID W. WILLIAMS For For
03 APPROVAL OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS NOBLE
CORPORATION'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009
04 APPROVAL OF AN AMENDMENT OF ARTICLE 21 Management For For
PARAGRAPH 1(D) OF THE ARTICLES OF ASSOCIATION IN
ORDER TO LIMIT THE CHANGES TO AUTHORIZED AND
CONDITIONAL CAPITAL THAT REQUIRE APPROVAL OF AT
LEAST TWO-THIRDS OF THE SHARES REPRESENTED AT A
GENERAL MEETING TO AN INCREASE IN THE AMOUNT OF
THE AUTHORIZED OR CONDITIONAL SHARE CAPITAL
NOBLE CORPORATION
SECURITY H5833N103 MEETING TYPE Annual
TICKER SYMBOL NE MEETING DATE 28-May-2009
ISIN CH0033347318 AGENDA 933090691 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVAL OF THE PAYMENT OF A DIVIDEND THROUGH A Management For For
REDUCTION OF THE PAR VALUE OF THE SHARES IN AN
AMOUNT EQUAL TO SWISS FRANCS 0.25
02 DIRECTOR Management
1 JULIE H. EDWARDS For For
2 MARC E. LELAND For For
3 DAVID W. WILLIAMS For For
03 APPROVAL OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS NOBLE
CORPORATION'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009
04 APPROVAL OF AN AMENDMENT OF ARTICLE 21 Management For For
PARAGRAPH 1(D) OF THE ARTICLES OF ASSOCIATION IN
ORDER TO LIMIT THE CHANGES TO AUTHORIZED AND
CONDITIONAL CAPITAL THAT REQUIRE APPROVAL OF AT
LEAST TWO-THIRDS OF THE SHARES REPRESENTED AT A
GENERAL MEETING TO AN INCREASE IN THE AMOUNT OF
THE AUTHORIZED OR CONDITIONAL SHARE CAPITAL
HEELYS, INC
SECURITY 42279M107 MEETING TYPE Annual
TICKER SYMBOL HLYS MEETING DATE 29-May-2009
ISIN US42279M1071 AGENDA 933079104 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 ROGER R. ADAMS For For
2 JERRY R. EDWARDS For For
3 PATRICK F. HAMNER For For
4 SAMUEL B. LIGON For For
5 GARY L. MARTIN For For
6 RICHARD E. MIDDLEKAUFF For For
7 RALPH T. PARKS For For
8 JEFFREY G. PETERSON For For
TOMKINS PLC, LONDON
SECURITY G89158136 MEETING TYPE Annual General Meeting
TICKER SYMBOL TOMK.L MEETING DATE 01-Jun-2009
ISIN GB0008962655 AGENDA 701903177 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1. Receive the Directors' report and financial statements for the YE Management For For
03 JAN 2009 together with the Independent Auditors' report
2. Approve the remuneration committee report for the YE 03 JAN Management For For
2009
3. Declare the final dividend of 2 US cents per ordinary share for the Management For For
YE 03 JAN 2009
4. Re-appoint Mr. Richard Gillingwater as a Director Management For For
5. Re-appoint Mr. Struan Robertson as a Director Management For For
6. Re-appoint Deloitte LLP as Independent Auditors Management For For
7. Authorize the Directors to determine the Independent Auditors' Management For For
remuneration
8. Authorize the Directors, to allot relevant securities[as defined in Management For For
the Companies Act 1985] up to an nominal amount of USD
26,455,567, comprising equity securities [as defined in the
Companies Act 1985] up to a nominal amount of USD 52,911,135
[including within such limit any relevant securities allotted under
paragraph (A)] ] in connection with an offer by way of a right issue;
to ordinary shareholders in proportion [as nearly as may be
practicable] to their existing holdings; and to holders of other
equity securities, as required by the rights of those securities, or
as the Directors consider it necessary, as or appropriate to deal
with treasury shares, fractional entitlements, record dates, legal,
regulatory or practical problems in or under the laws of, any
territory or any other matter [Authority expires until the close of
business on 01 SEP 2010]; and the Directors may allot relevant
securities after the expiry of this authority in pursuance of such an
offer or agreement notwithstanding that the authori
S.9 Authorize the Directors, subject to the passing of Resolution 8, to Management For For
allot equity securities [as defined in the Companies Act 1985] for
cash under the authority given by that resolution and/or where the
allotments is treated as an allotment of equity securities under
Section 94(3A) of the Companies Act 1985, disapplying the
statutory pre-emption rights of the restriction in Section 89(1) of
the Companies Act 1985, provided that this power shall be limited
to the allotment of equity securities: in connection with a rights
issue in favor of ordinary shareholders;up to an aggregate nominal
amount of USD 3,978,682; [Authority expires until the close of
business on 01 SEP 2010]; and the Directors may allot equity
securities after the expiry of this authority in pursuance of such an
offer or agreement made prior to such expiry
S.10 Authorize the Company, in substitution for any authority to Management For For
purchase ordinary shares in the capital of the Company [shares],
to make market purchases [Section 163(3) of the Companies Act
1985] of up to 88,415,177 shares or, if lower, such number of
shares as is equal to 10% of the issued ordinary share capital of
the Company at a minimum price equal to the nominal value and
not more than 105% above the average middle market quotations
for such shares derived from the London Stock Exchange Daily
Official List, over the previous 5 business days; [Authority expires
the earlier of the conclusion of the AGM of the Company]; the
Company, before the expiry, may make a contract to purchase
ordinary shares which will or may be executed wholly or partly
after such expiry
S.11 Approve that a general meeting other than an AGM may be called Management For For
on not less than 14 clear days' notice
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF CONSERVATIVE CUT-OFF DAT-E. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FOR-M UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 107
THE DIRECTV GROUP, INC.
SECURITY 25459L106 MEETING TYPE Annual
TICKER SYMBOL DTV MEETING DATE 02-Jun-2009
ISIN US25459L1061 AGENDA 933062123 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 CHASE CAREY For For
2 MARK CARLETON For For
3 PETER LUND For For
4 HAIM SABAN For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC Management For For
ACCOUNTANTS.
03 ADOPTION OF PRINCIPLES FOR HEALTHCARE REFORM. Shareholder Against For
04 ADOPTION OF THE DECLASSIFICATION OF THE BOARD OF Shareholder Against For
DIRECTORS.
NABORS INDUSTRIES LTD.
SECURITY G6359F103 MEETING TYPE Annual
TICKER SYMBOL NBR MEETING DATE 02-Jun-2009
ISIN BMG6359F1032 AGENDA 933082062 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 EUGENE M. ISENBERG For For
2 WILLIAM T. COMFORT For For
02 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT AUDITORS AND TO AUTHORIZE THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS TO SET
AUDITORS' REMUNERATION.
03 SHAREHOLDER PROPOSAL TO ADOPT A PAY FOR Shareholder Against For
SUPERIOR PERFORMANCE STANDARD IN THE COMPANY'S
EXECUTIVE COMPENSATION PLAN FOR SENIOR
EXECUTIVES.
04 SHAREHOLDER PROPOSAL REGARDING PAYMENTS Shareholder Against For
FOLLOWING THE DEATH OF SENIOR EXECUTIVES.
TIME WARNER CABLE INC
SECURITY 88732J207 MEETING TYPE Annual
TICKER SYMBOL TWC MEETING DATE 03-Jun-2009
ISIN US88732J2078 AGENDA 933058415 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: CAROLE BLACK Management For For
1B ELECTION OF DIRECTOR: GLENN A. BRITT Management For For
1C ELECTION OF DIRECTOR: THOMAS H. CASTRO Management For For
1D ELECTION OF DIRECTOR: DAVID C. CHANG Management For For
1E ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. Management For For
1F ELECTION OF DIRECTOR: PETER R. HAJE Management For For
1G ELECTION OF DIRECTOR: DONNA A. JAMES Management For For
1H ELECTION OF DIRECTOR: DON LOGAN Management For For
1I ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Management For For
1J ELECTION OF DIRECTOR: WAYNE H. PACE Management For For
1K ELECTION OF DIRECTOR: EDWARD D. SHIRLEY Management For For
1L ELECTION OF DIRECTOR: JOHN E. SUNUNU Management For For
2 RATIFICATION OF AUDITORS Management For For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 108
DEVON ENERGY CORPORATION
SECURITY 25179M103 MEETING TYPE Annual
TICKER SYMBOL DVN MEETING DATE 03-Jun-2009
ISIN US25179M1036 AGENDA 933059417 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 ROBERT L. HOWARD For For
2 MICHAEL M. KANOVSKY For For
3 J. TODD MITCHELL For For
4 J. LARRY NICHOLS For For
02 RATIFY THE APPOINTMENT OF ROBERT A. MOSBACHER, Management For For
JR. AS A DIRECTOR.
03 RATIFY THE APPOINTMENT OF THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR 2009.
04 ADOPTION OF THE DEVON ENERGY CORPORATION 2009 Management For For
LONG-TERM INCENTIVE PLAN.
05 ADOPT DIRECTOR ELECTION MAJORITY VOTE STANDARD. Shareholder Against For
SAKS INCORPORATED
SECURITY 79377W108 MEETING TYPE Contested-Annual
TICKER SYMBOL SKS MEETING DATE 03-Jun-2009
ISIN US79377W1080 AGENDA 933061929 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 RONALD DE WAAL For For
2 MARGUERITE W. KONDRACKE For For
3 C. WARREN NEEL For For
4 CHRISTOPHER J. STADLER For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE CURRENT FISCAL YEAR ENDING JANUARY 30,
2010.
03 TO ADOPT THE SAKS INCORPORATED 2009 LONG-TERM Management Against Against
INCENTIVE PLAN.
04 SHAREHOLDER PROPOSAL - CUMULATIVE VOTING FOR Shareholder Against For
THE ELECTION OF DIRECTORS.
05 SHAREHOLDER PROPOSAL - MAJORITY VOTING FOR THE Shareholder Against For
ELECTION OF DIRECTORS.
06 SHAREHOLDER PROPOSAL - DECLASSIFICATION OF THE Shareholder For
COMPANY'S BOARD OF DIRECTORS.
LAYNE CHRISTENSEN COMPANY
SECURITY 521050104 MEETING TYPE Annual
TICKER SYMBOL LAYN MEETING DATE 03-Jun-2009
ISIN US5210501046 AGENDA 933084078 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 DAVID A.B. BROWN For For
2 NELSON OBUS For For
3 J. SAMUEL BUTLER For For
4 JEFFREY J. REYNOLDS For For
5 ROBERT R. GILMORE For For
6 RENE J. ROBICHAUD For For
7 ANTHONY B. HELFET For For
8 ANDREW B. SCHMITT For For
02 DIRECTORS RECOMMEND: A VOTE "FOR" PROPOSAL 2. Management Against Against
PROPOSAL TO RATIFY THE COMPANY'S AMENDED AND
RESTATED RIGHTS AGREEMENT.
03 DIRECTORS RECOMMEND: A VOTE "FOR" PROPOSAL 3. Management Against Against
PROPOSAL TO AMEND THE COMPANY'S 2006 EQUITY
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES
AVAILABLE FOR ISSUANCE UNDER THE 2006 EQUITY PLAN
FROM 600,000 TO 2,000,000.
04 DIRECTORS RECOMMEND: A VOTE "FOR" PROPOSAL 4. Management For For
PROPOSAL TO RATIFY THE SELECTION OF THE
ACCOUNTING FIRM OF DELOITTE & TOUCHE LLP AS LAYNE
CHRISTENSEN'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JANUARY 31, 2010.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 109
TENARIS, S.A.
SECURITY 88031M109 MEETING TYPE Annual
TICKER SYMBOL TS MEETING DATE 03-Jun-2009
ISIN US88031M1099 AGENDA 933086185 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 CONSIDERATION OF THE BOARD OF DIRECTORS' AND Management For For
INDEPENDENT AUDITORS' REPORTS ON THE
CONSOLIDATED FINANCIAL STATEMENTS, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
02 CONSIDERATION OF THE BOARD OF DIRECTORS' AND Management For For
INDEPENDENT AUDITORS' REPORTS ON THE COMPANY'S
ANNUAL ACCOUNTS.
03 ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND Management For For
PAYMENT.
04 DISCHARGE TO THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS FOR THE EXERCISE OF THEIR MANDATE.
05 ELECTION OF THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS.
06 COMPENSATION OF THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS.
07 APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE Management For For
FISCAL YEAR ENDING DECEMBER 31, 2009 AND APPROVAL
OF THEIR FEES.
08 AUTHORISATION TO THE BOARD AND THE BOARD OF Management For For
DIRECTORS OR OTHER GOVERNING BODIES OF THE
SUBSIDIARIES TO ACQUIRE COMPANY SHARES.
09 AUTHORISATION TO THE BOARD OF DIRECTORS TO CAUSE Management For For
THE DISTRIBUTION OF ALL SHAREHOLDER
COMMUNICATIONS, INCLUDING ITS SHAREHOLDER
MEETING AND PROXY MATERIALS AND ANNUAL REPORTS
TO SHAREHOLDERS, BY SUCH ELECTRONIC MEANS AS IS
PERMITTED BY ANY APPLICABLE LAWS OR REGULATIONS.
WAL-MART STORES, INC.
SECURITY 931142103 MEETING TYPE Annual
TICKER SYMBOL WMT MEETING DATE 05-Jun-2009
ISIN US9311421039 AGENDA 933057754 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: AIDA M. ALVAREZ Management For For
1B ELECTION OF DIRECTOR: JAMES W. BREYER Management For For
1C ELECTION OF DIRECTOR: M. MICHELE BURNS Management For For
1D ELECTION OF DIRECTOR: JAMES I. CASH, JR. Management For For
1E ELECTION OF DIRECTOR: ROGER C. CORBETT Management For For
1F ELECTION OF DIRECTOR: DOUGLAS N. DAFT Management For For
1G ELECTION OF DIRECTOR: MICHAEL T. DUKE Management For For
1H ELECTION OF DIRECTOR: GREGORY B. PENNER Management For For
1I ELECTION OF DIRECTOR: ALLEN I. QUESTROM Management For For
1J ELECTION OF DIRECTOR: H. LEE SCOTT, JR. Management For For
1K ELECTION OF DIRECTOR: ARNE M. SORENSON Management For For
1L ELECTION OF DIRECTOR: JIM C. WALTON Management For For
1M ELECTION OF DIRECTOR: S. ROBSON WALTON Management For For
1N ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS Management For For
1O ELECTION OF DIRECTOR: LINDA S. WOLF Management For For
02 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
ACCOUNTANTS
03 GENDER IDENTITY NON-DISCRIMINATION POLICY Shareholder Against For
04 PAY FOR SUPERIOR PERFORMANCE Shareholder Against For
05 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shareholder Against For
06 POLITICAL CONTRIBUTIONS Shareholder Against For
07 SPECIAL SHAREOWNER MEETINGS Shareholder Against For
08 INCENTIVE COMPENSATION TO BE STOCK OPTIONS Shareholder Against For
MASTERCARD INCORPORATED
SECURITY 57636Q104 MEETING TYPE Annual
TICKER SYMBOL MA MEETING DATE 09-Jun-2009
ISIN US57636Q1040 AGENDA 933069862 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 RICHARD HAYTHORNTHWAITE For For
2 DAVID R. CARLUCCI For For
3 ROBERT W. SELANDER For For
02 APPROVAL OF AMENDMENT OF SECTIONS 6.1(A) AND 6.4(B) Management For For
OF THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
03 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR 2009
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 110
CHINA MENGNIU DAIRY CO LTD
SECURITY G21096105 MEETING TYPE Annual General Meeting
TICKER SYMBOL EZQ.DE MEETING DATE 10-Jun-2009
ISIN KYG210961051 AGENDA 701933827 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE "IN FAVOR" OR "AGAINST" FO-R ALL RESOLUTIONS.
THANK YOU.
1. Receive and approve the audited financial statements and the Management For For
reports of the Directors and the Auditors for the YE 31 DEC 2008
2.a Re-elect Mr. Yang Wenjun as a Director and authorize the Board Management For For
of Directors of the Company to fix his remuneration
2.b Re-elect Mr. Yao Tongshan as a Director and authorize the Board Management For For
of Directors of the Company to fix his remuneration
2.c Re-elect Mr. Bai Ying as a Director and authorize the Board of Management For For
Directors of the Company to fix his remuneration
2.d Re-elect Mr. Julian Juul Wolhardt as a Director and authorize the Management For For
Board of Directors of the Company to fix his remuneration
2.e Re-elect Mr. Zhang Julin as a Director and authorize the Board of Management For For
Directors of the Company to fix his remuneration
2.f Re-elect Mr. Liu Fuchun as a Director and authorize the Board of Management For For
Directors of the Company to fix his remuneration
2.g Re-elect Mr. Zhang Xiaoya as a Director and authorize the Board Management For For
of Directors of the Company to fix his remuneration
3. Re-appoint Ernst and Young as the Auditors of the Company and Management For For
authorize the Board of Directors of the Company to fix their
remuneration
4. Authorize the Directors of the Company during the relevant period Management For For
to repurchase shares of HKD 0.10 each in the capital of the
Company [Shares] on The Stock Exchange of Hong Kong Limited
[the Stock Exchange] or on any other stock exchange on which
the securities of the Company may be listed and recognized by
the Securities and Futures Commission of Hong Kong and the
Stock Exchange for this purpose, subject to and in accordance
with applicable laws and the requirements of the Rules Governing
the Listing of Securities on the Stock Exchange or of any other
stock exchange as amended from time to time; shall not exceed
10% of the aggregate nominal amount of the share capital of the
Company in issue at the date of passing this Resolution 4 as
specified; and [Authority expires at the earlier of the conclusion of
the next AGM of the Company or the expiration of the period
within which the next AGM of the Company is required by its
Articles of Association or by any applicable Laws to be held]
5. Authorize the Directors to allot, issue and deal with additional Management For For
shares and to make or grant offers, agreements, options and
warrants which might require the exercise of such power, during
and after the relevant period, shall not exceed of 20% of the
aggregate nominal amount of the share capital of the Company in
issue at the date of passing this Resolution 5, otherwise than
pursuant to, i] a rights issue [as specified], ii] any option scheme
or similar arrangement for the time being adopted for the grant or
issue to officers and/or employees of the Company and/or any of
its subsidiaries of shares or rights to acquire shares or iii] any
scrip dividend or similar arrangement providing for the allotment of
shares in lieu of the whole or part of a dividend on shares in
accordance with the Articles of Association of the Company;
[Authority expires at the earlier of the conclusion of the next AGM
of the Company or the expiration of the period within which the
next AGM of the Company is required by its Articles of Association
or by any applicable Law[s] to be held]
6. Approve, subject to the passing of Resolutions 4 and 5, to extend Management For For
the general mandate referred to in Resolution 5, by the addition to
the aggregate nominal amount of the share capital of the
Company which may be allotted or agreed to be allotted by the
Directors of the Company pursuant to such general mandate an
amount representing the aggregate nominal amount of shares
repurchased by the Company pursuant to the general mandate
referred to in Resolution 4 above provided that such amount shall
not exceed 10% of the existing issued share capital of the
Company at the date of passing this Resolution
7. Approve, subject to and conditional upon the Listing Committee of Management For For
the Stock Exchange of Hong Kong Limited granting, for the listing
of, and permission to deal in, the shares in the share capital of the
Company to be issued pursuant to the exercise of options which
may be granted under the Share Option Mandate Limit [as
specified below], the refreshment of the limit in respect of the
granting of share options under the Share Option Scheme of the
Company adopted on 28 JUN 2005 [the "Share Option Scheme"]
and all other share option scheme up to 10% of the number of
shares in issue at the date of the passing of this resolution [the
"Share Option Mandate Limit"]; authorize any Director of the
Company to do all such acts and execute all such documents to
effect the Share Option Mandate Limit; and authorize the Directors
of the Company, subject to compliance with the Rules Governing
the Listing of Securities on the Stock Exchange of Hong Kong
Limited, to grant options under the Share Option Scheme up to
the Share Op
NEW YORK COMMUNITY BANCORP, INC.
SECURITY 649445103 MEETING TYPE Annual
TICKER SYMBOL NYB MEETING DATE 10-Jun-2009
ISIN US6494451031 AGENDA 933071134 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 MAUREEN E. CLANCY For For
2 ROBERT S. FARRELL For For
3 JOSEPH R. FICALORA For For
4 JAMES J. O'DONOVAN For For
5 HANIF W. DAHYA For For
02 THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF NEW YORK COMMUNITY BANCORP, INC. FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2009.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 111
LAS VEGAS SANDS CORP.
SECURITY 517834107 MEETING TYPE Annual
TICKER SYMBOL LVS MEETING DATE 10-Jun-2009
ISIN US5178341070 AGENDA 933073633 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 MICHAEL A. LEVEN For For
2 JASON N. ADER For For
3 JEFFREY H. SCHWARTZ For For
2 TO CONSIDER AND ACT UPON THE RATIFICATION OF THE Management For For
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3 TO CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL Shareholder Against For
REGARDING SUSTAINABILITY REPORT.
VIMPEL-COMMUNICATIONS
SECURITY 68370R109 MEETING TYPE Annual
TICKER SYMBOL VIP MEETING DATE 10-Jun-2009
ISIN US68370R1095 AGENDA 933089232 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO APPROVE THE 2008 VIMPELCOM ANNUAL REPORT Management For For
PREPARED IN ACCORDANCE WITH RUSSIAN LAW.
02 TO APPROVE VIMPELCOM'S 2008 UNCONSOLIDATED Management For For
ACCOUNTING STATEMENTS, INCLUDING PROFIT AND LOSS
STATEMENT FOR 2008 (PREPARED IN ACCORDANCE WITH
RUSSIAN STATUTORY ACCOUNTING PRINCIPLES) AUDITED
BY ROSEXPERTIZA LLC.
03 NOT TO PAY ANNUAL DIVIDENDS TO HOLDERS OF Management For For
COMMON REGISTERED SHARES BASED ON 2008 FINANCIAL
YEAR RESULTS; AND TO PAY IN CASH ANNUAL DIVIDENDS
TO HOLDERS OF PREFERRED REGISTERED SHARES OF
TYPE "A" BASED ON 2008 RESULTS IN THE AMOUNT OF 0.1
KOPECK PER PREFERRED SHARE WITHIN 60 DAYS FROM
THE DATE OF THE ADOPTION OF THIS DECISION; AND TO
INVEST THE REMAINING PROFITS RESULTING FROM 2008
OPERATING RESULTS INTO THE BUSINESS.
05 TO ELECT THE FOLLOWING INDIVIDUALS TO THE AUDIT Management For For
COMMISSION: ALEXANDER GERSH, HALVOR BRU AND
NIGEL ROBINSON.
06 TO APPROVE THE FIRM ERNST & YOUNG (CIS) LTD. AS THE Management For For
AUDITOR OF THE COMPANY'S U.S. GAAP ACCOUNTS AND
THE FIRM ROSEXPERTIZA LLC AS THE AUDITOR OF THE
COMPANY'S ACCOUNTS PREPARED IN ACCORDANCE WITH
RUSSIAN STATUTORY ACCOUNTING PRINCIPLES FOR THE
TERM UNTIL THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS BASED ON 2009 RESULTS.
07 TO APPROVE THE AMENDED BY-LAWS OF THE AUDIT Management For For
COMMISSION OF VIMPELCOM.
08 TO APPROVE THE AMENDED CHARTER OF VIMPELCOM. Management For For
VIMPEL-COMMUNICATIONS
SECURITY 68370R109 MEETING TYPE Annual
TICKER SYMBOL VIP MEETING DATE 10-Jun-2009
ISIN US68370R1095 AGENDA 933095336 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
4A ELECTION OF DIRECTOR: MIKHAIL M. FRIDMAN Management For For
4B ELECTION OF DIRECTOR: KJELL MORTEN JOHNSEN Management For For
4C ELECTION OF DIRECTOR: HANS PETER KOHLHAMMER Management For For
4D ELECTION OF DIRECTOR: JO OLAV LUNDER Management For For
4E ELECTION OF DIRECTOR: OLEG A. MALIS Management For For
4F ELECTION OF DIRECTOR: LEONID R. NOVOSELSKY Management For For
4G ELECTION OF DIRECTOR: ALEXEY M. REZNIKOVICH Management For For
4H ELECTION OF DIRECTOR: OLE BJORN SJULSTAD Management For For
4I ELECTION OF DIRECTOR: JAN EDVARD THYGESEN Management For For
FREEPORT-MCMORAN COPPER & GOLD INC.
SECURITY 35671D857 MEETING TYPE Annual
TICKER SYMBOL FCX MEETING DATE 11-Jun-2009
ISIN US35671D8570 AGENDA 933071754 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 DIRECTOR Management
1 RICHARD C. ADKERSON For For
2 ROBERT J. ALLISON, JR. For For
3 ROBERT A. DAY For For
4 GERALD J. FORD For For
5 H. DEVON GRAHAM, JR. For For
6 J. BENNETT JOHNSTON For For
7 CHARLES C. KRULAK For For
8 BOBBY LEE LACKEY For For
9 JON C. MADONNA For For
10 DUSTAN E. MCCOY For For
11 GABRIELLE K. MCDONALD For For
12 JAMES R. MOFFETT For For
13 B. M. RANKIN, JR. For For
14 J. STAPLETON ROY For For
15 STEPHEN H. SIEGELE For For
16 J. TAYLOR WHARTON For For
2 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS INDEPENDENT AUDITOR.
3 APPROVAL OF THE PROPOSED 2009 ANNUAL INCENTIVE Management For For
PLAN.
4 STOCKHOLDER PROPOSAL REGARDING THE SELECTION Shareholder Against For
OF A CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE
RECOMMENDED FOR ELECTION TO THE COMPANY'S
BOARD OF DIRECTORS.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 112
CHESAPEAKE ENERGY CORPORATION
SECURITY 165167107 MEETING TYPE Annual
TICKER SYMBOL CHK MEETING DATE 12-Jun-2009
ISIN US1651671075 AGENDA 933087062 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 RICHARD K. DAVIDSON For For
2 V. BURNS HARGIS For For
3 CHARLES T. MAXWELL For For
02 TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF Management For For
INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK.
03 TO APPROVE AN AMENDMENT TO OUR LONG TERM Management For For
INCENTIVE PLAN.
04 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2009.
05 SHAREHOLDER PROPOSAL REGARDING ANNUAL Shareholder Against For
ELECTIONS OF DIRECTORS.
06 SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTING Shareholder Against For
STANDARD FOR DIRECTOR ELECTIONS.
07 SHAREHOLDER PROPOSAL REGARDING THE COMPANY'S Shareholder Against For
NON-DISCRIMINATION POLICY.
PHH CORPORATION
SECURITY 693320202 MEETING TYPE Contested-Annual
TICKER SYMBOL PHH MEETING DATE 12-Jun-2009
ISIN US6933202029 AGENDA 933087199 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 MR. A.B. KRONGARD For For
2 MR. TERENCE W. EDWARDS For For
3 MR. JAMES O. EGAN For For
02 TO CONSIDER AND VOTE UPON A PROPOSAL TO RATIFY Management For For
THE SELECTION OF DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
03 TO CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE Management Against Against
THE PHH CORPORATION AMENDED AND RESTATED 2005
EQUITY AND INCENTIVE PLAN, INCLUDING (I) AN INCREASE
IN THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE
UNDER THE PLAN FORM 7,500,000 SHARES TO 12,050,000
SHARES, AND (II) THE MATERIAL PERFORMANCE GOALS
ESTABLISHED UNDER THE PLAN FOR PURPOSES OF
COMPLIANCE WITH SECTION 162(M) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED.
04 TO CONSIDER AND VOTE UPON A PROPOSAL TO AMEND Management For For
THE COMPANY'S ARTICLES OF AMENDMENT AND
RESTATEMENT (AS AMENDED) TO INCREASE THE
COMPANY'S NUMBER OF SHARES OF AUTHORIZED
CAPITAL STOCK FROM 110,000,000 SHARES TO 275,000,000
SHARES AND THE AUTHORIZED NUMBER OF SHARES OF
COMMON STOCK FROM 108,910,000 SHARES TO 273,910,000
SHARES.
LIBERTY GLOBAL, INC.
SECURITY 530555101 MEETING TYPE Annual
TICKER SYMBOL LBTYA MEETING DATE 17-Jun-2009
ISIN US5305551013 AGENDA 933076893 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 JOHN P. COLE, JR. For For
2 RICHARD R. GREEN For For
3 DAVID E. RAPLEY For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2009.
03 STOCKHOLDER PROPOSAL ON BOARD DIVERSITY. Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 113
TYCO ELECTRONICS LTD.
SECURITY G9144P105 MEETING TYPE Special
TICKER SYMBOL TEL MEETING DATE 22-Jun-2009
ISIN BMG9144P1059 AGENDA 933089268 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 TO APPROVE A RESOLUTION APPROVING TYCO Management For For
ELECTRONICS LTD.'S DISCONTINUANCE FROM BERMUDA
AND CONTINUANCE AS A SWISS CORPORATION. SEE PAGE
41 OF PROXY STATEMENT/PROSPECTUS FOR FULL TEXT
OF RESOLUTION.
02 TO APPROVE A RESOLUTION AMENDING OUR BYE-LAWS Management For For
TO ELIMINATE CERTAIN SUPERMAJORITY VOTE
REQUIREMENTS. SEE PAGE 43 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
03 TO APPROVE A RESOLUTION AUTHORIZING SEVERAL Management For For
STEPS, INCLUDING AN AMENDMENT TO OUR BYE-LAWS,
THAT WILL HAVE THE EFFECT OF INCREASING OUR
REGISTERED SHARE CAPITAL. SEE PAGES 45-46 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
04 TO APPROVE A DISTRIBUTION TO SHAREHOLDERS. SEE Management For For
PAGES 47-48 OF PROXY STATEMENT/PROSPECTUS FOR
FULL TEXT OF RESOLUTION.
05 TO CONFIRM SWISS LAW AS OUR AUTHORITATIVE Management For For
GOVERNING LEGISLATION. SEE PAGE 49 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
06 TO APPROVE OUR CORPORATE NAME AS TYCO Management For For
ELECTRONICS LTD. SEE PAGE 50 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
07 TO CHANGE OUR CORPORATE PURPOSE. SEE PAGE 51 OF Management For For
PROXY STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
08 TO APPROVE OUR SWISS ARTICLES OF ASSOCIATION. SEE Management For For
PAGE 52 OF PROXY STATEMENT/PROSPECTUS FOR FULL
TEXT OF RESOLUTION.
09 TO CONFIRM OUR PRINCIPAL PLACE OF BUSINESS AS Management For For
SCHAFFHAUSEN, SWITZERLAND. SEE PAGE 53 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
10 TO APPOINT PRICEWATERHOUSECOOPERS AG, ZURICH AS Management For For
SPECIAL AUDITOR UNTIL OUR NEXT ANNUAL GENERAL
MEETING. SEE PAGE 54 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
11 TO APPOINT DELOITTE AG AS OUR SWISS REGISTERED Management For For
AUDITOR UNTIL OUR NEXT ANNUAL GENERAL MEETING.
SEE PAGE 55 OF PROXY STATEMENT/PROSPECTUS FOR
FULL TEXT OF RESOLUTION.
12 TO APPROVE ADDITIONAL PROVISIONS OF OUR SWISS Management Against Against
ARTICLES OF ASSOCIATION LIMITING THE NUMBER OF
SHARES THAT MAY BE REGISTERED AND/OR VOTED BY A
SINGLE SHAREHOLDER OR GROUP. SEE PAGES 58-59 OF
PROXY STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
13 TO APPROVE ADDITIONAL PROVISIONS OF OUR SWISS Management Against Against
ARTICLES OF ASSOCIATION REQUIRING A SUPERMAJORITY
VOTE TO AMEND THE 0ROVISIONS REFERRED TO IN
PROPOSAL 12 AND CERTAIN OTHER PROVISIONS OF OUR
SWISS ARTICLES. SEE PAGES 60-61 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
14 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS Management For For
OF THE MEETING. SEE PAGE 62 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
TYCO ELECTRONICS LTD.
SECURITY G9144P105 MEETING TYPE Annual
TICKER SYMBOL TEL MEETING DATE 22-Jun-2009
ISIN BMG9144P1059 AGENDA 933089725 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 DIRECTOR Management
1 PIERRE R. BRONDEAU For For
2 RAM CHARAN For For
3 JUERGEN W. GROMER For For
4 ROBERT M. HERNANDEZ For For
5 THOMAS J. LYNCH For For
6 DANIEL J. PHELAN For For
7 FREDERIC M. POSES For For
8 LAWRENCE S. SMITH For For
9 PAULA A. SNEED For For
10 DAVID P. STEINER For For
11 JOHN C. VAN SCOTER For For
02 APPROVAL OF THE TYCO ELECTRONICS LTD. 2007 STOCK Management For For
AND INCENTIVE PLAN (AS AMENDED AND RESTATED).
03 APPOINTMENT OF DELOITTE & TOUCHE LLP AS TYCO Management For For
ELECTRONICS' INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM (INDEPENDENT AUDITOR) AND
AUTHORIZATION OF THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS TO SET THE INDEPENDENT
AUDITOR'S REMUNERATION.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 114
TELEFONICA, S.A.
SECURITY 879382208 MEETING TYPE Annual
TICKER SYMBOL TEF MEETING DATE 22-Jun-2009
ISIN US8793822086 AGENDA 933106886 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For For
INDIVIDUAL ANNUAL ACCOUNTS, THE CONSOLIDATED
FINANCIAL STATEMENTS AND THE MANAGEMENT REPORT
OF TELEFONICA, S.A. AND OF ITS CONSOLIDATED GROUP
OF COMPANIES, AS WELL AS THE PROPOSED ALLOCATION
OF PROFITS/LOSSES OF TELEFONICA, S.A. AND THE
MANAGEMENT OF ITS BOARD OF DIRECTORS, ALL WITH
RESPECT TO FISCAL YEAR 2008.
02 COMPENSATION OF SHAREHOLDERS: DISTRIBUTION OF A Management For For
DIVIDEND TO BE CHARGED TO UNRESTRICTED RESERVES.
03 APPROVAL OF AN INCENTIVE TELEFONICA, S.A.'S SHARE Management For For
PURCHASE PLAN FOR EMPLOYEES OF THE TELEFONICA
GROUP.
04 AUTHORIZATION FOR THE ACQUISITION OF THE Management For For
COMPANY'S OWN SHARES, DIRECTLY OR THROUGH
COMPANIES OF THE GROUP.
05 REDUCTION OF THE SHARE CAPITAL THROUGH THE Management For For
CANCELLATION OF SHARES OF THE COMPANY'S OWN
STOCK, EXCLUDING CREDITORS' RIGHT TO OBJECT, AND
AMENDMENT OF THE ARTICLE OF THE BY-LAWS RELATING
TO THE SHARE CAPITAL.
06 RE-ELECTION OF THE AUDITOR FOR FISCAL YEAR 2009. Management For For
07 DELEGATION OF POWERS TO FORMALIZE, INTERPRET, Management For For
CORRECT AND IMPLEMENT THE RESOLUTIONS ADOPTED
BY THE GENERAL SHAREHOLDERS' MEETING.
KIKKOMAN CORPORATION
SECURITY J32620106 MEETING TYPE Annual General Meeting
TICKER SYMBOL KIKOF.PK MEETING DATE 23-Jun-2009
ISIN JP3240400006 AGENDA 701982337 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Approve the Plan for an Incorporation-Type Company Split Management For For
3. Amend Articles to: Change Business Lines, Approve Minor Management For For
Revisions Related to Dematerialization of Shares and the Other
Updated Laws and Regulations
4.1 Appoint a Director Management For For
4.2 Appoint a Director Management For For
4.3 Appoint a Director Management For For
4.4 Appoint a Director Management For For
4.5 Appoint a Director Management For For
4.6 Appoint a Director Management For For
4.7 Appoint a Director Management For For
4.8 Appoint a Director Management For For
4.9 Appoint a Director Management For For
4.10 Appoint a Director Management For For
4.11 Appoint a Director Management For For
5. Appoint a Corporate Auditor Management For For
6. Appoint a Substitute Corporate Auditor Management For For
7. Approve Issuance of Share Acquisition Rights as Stock Options Management For For
HELLENIC TELECOMMUNICATIONS ORGANIZATIONS OTE
SECURITY X3258B102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL OTE.F MEETING DATE 24-Jun-2009
ISIN GRS260333000 AGENDA 701984696 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1. Approve the financial statements and the consolidated for 2008, Management No Action
with the reports of Board of Directors and the Auditors and the
distribution of profits and dividend
2. Approve the dismissal of Board of Director and Chartered Auditor Management No Action
from any compensational responsibility for 2008
3. Elect the Company for the Audit of the financial statements and Management No Action
definition of their salary
4. Approve the Board of Director's compensations and re-approval of Management No Action
their compensations for 2009
5. Approve the Chairman's of Board of Director and General Management No Action
Manager's salary for 2008 and definition of their salaries for 2009
6. Approve the contracts according to the Articles 23a and 24 of Law Management No Action
2190/1920 of the Board of Director Members and grant authority
to them in order to sign
7. Approve the renewal of the contract for the covering of Management No Action
responsibility of Members of the Board of Director and General
Managers for any exercise of their power
8. Approve to modify the terms for the Stock Option Plan to Management No Action
Managers of the Company and other connected Companies
9. Approve to determine the Board of Director Members and elect Management No Action
new Board of Director Members according to Article 9 Paragraph
1 and 2 of Company's association and to determine the
Independent Members
10. Approve to determine the Auditing Committee according to the Management No Action
Article 37 of Law 3693/2008
11. Various announcements Management No Action
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 115
YAKULT HONSHA CO.,LTD.
SECURITY J95468120 MEETING TYPE Annual General Meeting
TICKER SYMBOL YKLTF.PK MEETING DATE 24-Jun-2009
ISIN JP3931600005 AGENDA 701991641 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 Amend Articles to: Approve Minor Revisions Related to Management For For
Dematerialization of Shares and the other Updated Laws and
Regulations
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
2.15 Appoint a Director Management For For
2.16 Appoint a Director Management For For
2.17 Appoint a Director Management For For
2.18 Appoint a Director Management For For
2.19 Appoint a Director Management For For
2.20 Appoint a Director Management For For
2.21 Appoint a Director Management For For
2.22 Appoint a Director Management For For
2.23 Appoint a Director Management For For
2.24 Appoint a Director Management For For
2.25 Appoint a Director Management For For
2.26 Appoint a Director Management For For
HELLENIC TELECOMMUNICATIONS ORG. S.A.
SECURITY 423325307 MEETING TYPE Annual
TICKER SYMBOL OTE MEETING DATE 24-Jun-2009
ISIN US4233253073 AGENDA 933113134 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
01 APPROVAL OF THE MANAGEMENT REPORT OF THE BOARD, Management For
THE AUDIT REPORT PREPARED BY CERTIFIED AUDITORS
ON THE SEPARATE AND CONSOLIDATED FINANCIAL
STATEMENT OF OTE S.A. ENDED ON DECEMBER 31, 2008.
02 EXONERATION OF THE MEMBERS OF THE BOARD OF Management For
DIRECTORS AND THE AUDITORS OF ALL LIABILITY, FOR
FISCAL YEAR 2008.
03 APPOINTMENT OF CHARTERED AUDITORS FOR THE Management For
ORDINARY AUDIT OF THE FINANCIAL STATEMENTS, IN
ACCORDANCE WITH INTERNATIONAL FINANCIAL
REPORTING STANDARDS, FOR THE FISCAL YEAR 2009.
04 APPROVAL OF THE REMUNERATION PAID TO THE Management For
MEMBERS OF THE BOARD OF DIRECTORS, THE AUDIT
COMMITTEE AND THE COMPENSATION & HUMAN
RESOURCES COMMITTEE FOR FISCAL YEAR 2008 AND
DETERMINATION OF THEIR REMUNERATION FOR FISCAL
YEAR 2009.
05 APPROVAL OF THE REMUNERATION PAID IN 2008 TO THE Management For
CHAIRMAN OF THE BOARD OF DIRECTORS AND CEO.
06 APPROVAL OF CONTRACTS BETWEEN THE COMPANY AND Management For
MEMBERS OF BOARD, PURSUANT TO ARTICLES 23A AND 24
OF THE CODIFIED LAW 2190/1920.
07 RENEWAL OF CONTRACT FOR THE COVERING OF CIVIL Management For
LIABILITY OF MEMBERS OF THE BOARD AND COMPANY'S
EXECUTIVE DIRECTORS.
08 AMENDMENT OF THE TERMS OF THE STOCK OPTION PLAN Management For
FOR EXECUTIVES OF THE COMPANY AND AFFILIATED
COMPANIES.
09 DEFINITION OF THE NUMBER OF THE MEMBERS OF BOARD Management For
OF DIRECTORS TO BE ELECTED, ELECTION OF NEW BOARD
OF DIRECTORS.
10 APPOINTMENT OF MEMBERS OF THE AUDIT COMMITTEE, Management For
PURSUANT TO ARTICLE 37 OF LAW 3693/2008.
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 116
ELECTRIC POWER DEVELOPMENT CO.,LTD.
SECURITY J12915104 MEETING TYPE Annual General Meeting
TICKER SYMBOL EDRWY.PK MEETING DATE 25-Jun-2009
ISIN JP3551200003 AGENDA 701982325 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Allow Use of Electronic Systems for Public Management For For
Notifications, Approve Minor Revisions Related to
Dematerialization of Shares and the Other Updated Laws and
Regulations, Increase Board Size to 14
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
3.14 Appoint a Director Management For For
4. Appoint a Corporate Auditor Management For For
THE TOKYO ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J86914108 MEETING TYPE Annual General Meeting
TICKER SYMBOL TKECF.PK MEETING DATE 25-Jun-2009
ISIN JP3585800000 AGENDA 701988163 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
Please reference meeting materials. Non-Voting
1. Appropriation of Surplus Management For For
2. Partial Amendments to the Articles of Incorporation Management For For
3.1 Election of a Director Management For For
3.2 Election of a Director Management For For
3.3 Election of a Director Management For For
3.4 Election of a Director Management For For
3.5 Election of a Director Management For For
3.6 Election of a Director Management For For
3.7 Election of a Director Management For For
3.8 Election of a Director Management For For
3.9 Election of a Director Management For For
3.10 Election of a Director Management For For
3.11 Election of a Director Management For For
3.12 Election of a Director Management For For
3.13 Election of a Director Management For For
3.14 Election of a Director Management For For
3.15 Election of a Director Management For For
3.16 Election of a Director Management For For
3.17 Election of a Director Management For For
3.18 Election of a Director Management For For
3.19 Election of a Director Management For For
3.20 Election of a Director Management For For
4. Election of an Auditor Management For For
5. Shareholders' Proposals : Distribution of Surplus Shareholder Against For
6. Shareholders' Proposals : Partial Amendments to the Articles of Shareholder Against For
Incorporation (1)
7. Shareholders' Proposals : Partial Amendments to the Articles of Shareholder Against For
Incorporation (2)
8. Shareholders' Proposals : Partial Amendments to the Articles of Shareholder Against For
Incorporation (3)
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 117
CHUBU ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J06510101 MEETING TYPE Annual General Meeting
TICKER SYMBOL CHUEY.PK MEETING DATE 25-Jun-2009
ISIN JP3526600006 AGENDA 701996944 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 Approve Appropriation of Profits Management For For
2 Amend Articles to: Approve Minor Revisions Related to Management For For
Dematerialization of Shares and the other Updated Laws and
Regulations
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
3.14 Appoint a Director Management For For
3.15 Appoint a Director Management For For
4 Appoint a Corporate Auditor Management For For
5 Shareholder's Proposal: Amend Articles to Disclose Each Shareholder Against For
Director's Compensation and Bonus, Make Resolution to Appoint
a CEO
6 Shareholder's Proposal: Amend Articles to Abolish Use of Nuclear Shareholder Against For
Plants
7 Shareholder's Proposal: Amend Articles to Create Committee on Shareholder Against For
Abolishment of Nuclear Power Facilities
8 Shareholder's Proposal: Amend Articles to Abolish Reprocessing Shareholder Against For
of Spent Nuclear Fuel
9 Shareholder's Proposal: Amend Articles to Freeze Further Shareholder Against For
Development of MOX for nuclear fuel
YAHOO! INC.
SECURITY 984332106 MEETING TYPE Annual
TICKER SYMBOL YHOO MEETING DATE 25-Jun-2009
ISIN US9843321061 AGENDA 933077338 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: CAROL BARTZ Management For For
1B ELECTION OF DIRECTOR: FRANK J. BIONDI, JR. Management For For
1C ELECTION OF DIRECTOR: ROY J. BOSTOCK Management For For
1D ELECTION OF DIRECTOR: RONALD W. BURKLE Management For For
1E ELECTION OF DIRECTOR: JOHN H. CHAPPLE Management For For
1F ELECTION OF DIRECTOR: ERIC HIPPEAU Management For For
1G ELECTION OF DIRECTOR: CARL C. ICAHN Management For For
1H ELECTION OF DIRECTOR: VYOMESH JOSHI Management For For
1I ELECTION OF DIRECTOR: ARTHUR H. KERN Management For For
1J ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER Management For For
1K ELECTION OF DIRECTOR: GARY L. WILSON Management For For
1L ELECTION OF DIRECTOR: JERRY YANG Management For For
02 AMENDMENTS TO THE COMPANY'S AMENDED AND Management Against Against
RESTATED 1995 STOCK PLAN.
03 AMENDMENTS TO THE COMPANY'S AMENDED AND Management For For
RESTATED 1996 EMPLOYEE STOCK PURCHASE PLAN.
04 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
05 STOCKHOLDER PROPOSAL REGARDING EXECUTIVE Shareholder Against For
COMPENSATION ADVISORY VOTE, IF PROPERLY
PRESENTED AT THE ANNUAL MEETING.
SUPERVALU INC.
SECURITY 868536103 MEETING TYPE Annual
TICKER SYMBOL SVU MEETING DATE 25-Jun-2009
ISIN US8685361037 AGENDA 933085183 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1A ELECTION OF DIRECTOR: IRWIN S. COHEN Management For For
1B ELECTION OF DIRECTOR: RONALD E. DALY Management For For
1C ELECTION OF DIRECTOR: LAWRENCE A. DEL SANTO Management For For
1D ELECTION OF DIRECTOR: SUSAN E. ENGEL Management For For
1E ELECTION OF DIRECTOR: CRAIG R. HERKERT Management For For
1F ELECTION OF DIRECTOR: KATHI P. SEIFERT Management For For
2 RATIFICATION OF APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
3 TO CONSIDER AND VOTE ON A STOCKHOLDER PROPOSAL Shareholder Against For
REGARDING DRUGSTORE TOBACCO SALES AS DESCRIBED
IN THE ATTACHED PROXY STATEMENT
4 TO CONSIDER AND VOTE ON A STOCKHOLDER PROPOSAL Shareholder Against For
REGARDING SAY ON PAY AS DESCRIBED IN THE ATTACHED
PROXY STATEMENT
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 118
NISSIN FOODS HOLDINGS CO.,LTD.
SECURITY J58063124 MEETING TYPE Annual General Meeting
TICKER SYMBOL NF2.BE MEETING DATE 26-Jun-2009
ISIN JP3675600005 AGENDA 701987806 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Approve Minor Revisions Related to Management For For
Dematerialization of Shares and the Other Updated Laws and
Regulations
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
3.14 Appoint a Director Management For For
4. Appoint a Corporate Auditor Management For For
5. Appoint Accounting Auditors Management For For
TOHOKU ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J85108108 MEETING TYPE Annual General Meeting
TICKER SYMBOL TEPCF.PK MEETING DATE 26-Jun-2009
ISIN JP3605400005 AGENDA 701988175 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Approve Minor Revisions Related to Management For For
Dematerialization of Shares and the Other Updated Laws and
Regulations
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
3.14 Appoint a Director Management For For
3.15 Appoint a Director Management For For
3.16 Appoint a Director Management For For
3.17 Appoint a Director Management For For
4. Appoint a Corporate Auditor Management For For
5. Shareholders' Proposal : Amend Articles to Require Disclosure of Shareholder Against For
Corporate Officer Compensation
6. Shareholders' Proposal : Amend Articles to Abandon Pluthermal Shareholder Against For
Plan at the Onagawa Nuclear Power Station (Unit.3)
HOKKAIDO ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J21378104 MEETING TYPE Annual General Meeting
TICKER SYMBOL HKEPF.PK MEETING DATE 26-Jun-2009
ISIN JP3850200001 AGENDA 701988187 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to:Expand Business Lines, Approve Minor Management For For
Revisions Related to Dematerialization of Shares and the Other
Updated Laws and Regulations, Allow Use of Treasury Shares for
Odd-Lot Purchases
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
3.12 Appoint a Director Management For For
4.1 Appoint a Corporate Auditor Management For For
4.2 Appoint a Corporate Auditor Management For For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 119
KYUSHU ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J38468104 MEETING TYPE Annual General Meeting
TICKER SYMBOL KYSEF.PK MEETING DATE 26-Jun-2009
ISIN JP3246400000 AGENDA 701991083 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Expand Business Lines, Allow Use of Management For For
Electronic Systems for Public Notifications, Approve Minor
Revisions Related to Dematerialization of Shares and the Other
Updated Laws and Regulations
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
3.14 Appoint a Director Management For For
3.15 Appoint a Director Management For For
3.16 Appoint a Director Management For For
4. Appoint a Corporate Auditor Management For For
5. Appoint a Substitute Corporate Auditor Management For For
6. Shareholders' Proposals: Amend Articles to (1) Require Shareholder Against For
establishment of a committee for aging nuclear power plants
7. Shareholders' Proposals: Amend Articles to (2) Require Shareholder Against For
declaration of no additional nuclear power plants
8. Shareholders' Proposals: Amend Articles to (3) Require freezing Shareholder Against For
plutonium thermal use plan
9. Shareholders' Proposals: Amend Articles to (4) Require Shareholder Against For
establishment of a committee to revise nuclear fuel cycle
HOKURIKU ELECTRIC POWER COMPANY
SECURITY J22050108 MEETING TYPE Annual General Meeting
TICKER SYMBOL 9505 MEETING DATE 26-Jun-2009
ISIN JP3845400005 AGENDA 701993859 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 Approve Appropriation of Profits Management For For
2 Amend Articles to: Approve Minor Revisions Related to Management For For
Dematerialization of Shares and the other Updated Laws and
Regulations, Reduce Term of Office of Directors to One Year
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
4 Appoint a Corporate Auditor Management For For
MORINAGA MILK INDUSTRY CO.,LTD.
SECURITY J46410114 MEETING TYPE Annual General Meeting
TICKER SYMBOL M08.BE MEETING DATE 26-Jun-2009
ISIN JP3926800008 AGENDA 701998467 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 Approve Appropriation of Profits Management For For
2 Amend Articles to: Approve Minor Revisions Related to Management For For
Dematerialization of Shares and the other Updated Laws and
Regulations
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
4 Appoint a Substitute Corporate Auditor Management For For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 120
SHIKOKU ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J72079106 MEETING TYPE Annual General Meeting
TICKER SYMBOL 9507 MEETING DATE 26-Jun-2009
ISIN JP3350800003 AGENDA 702000415 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 Approve Appropriation of Profits Management For For
2 Amend Articles to: Approve Minor Revisions Related to Management For For
Dematerialization of Shares and the other Updated Laws and
Regulations, Allow Use of Electronic Systems for Public
Notifications
3 Approve Purchase of Own Shares Management For For
4.1 Appoint a Director Management For For
4.2 Appoint a Director Management For For
4.3 Appoint a Director Management For For
4.4 Appoint a Director Management For For
4.5 Appoint a Director Management For For
4.6 Appoint a Director Management For For
4.7 Appoint a Director Management For For
4.8 Appoint a Director Management For For
4.9 Appoint a Director Management For For
4.10 Appoint a Director Management For For
4.11 Appoint a Director Management For For
4.12 Appoint a Director Management For For
4.13 Appoint a Director Management For For
4.14 Appoint a Director Management For For
4.15 Appoint a Director Management For For
5 Approve Provision of Retirement Allowance for Directors Management For For
THE CHUGOKU ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J07098106 MEETING TYPE Annual General Meeting
TICKER SYMBOL 9504 MEETING DATE 26-Jun-2009
ISIN JP3522200009 AGENDA 702004045 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 Approve Appropriation of Profits Management For For
2 Amend Articles to: Approve Minor Revisions Related to Management For For
Dematerialization of Shares and the other Updated Laws and
Regulations, Allow Use of Electronic Systems for Public
Notifications
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
3.14 Appoint a Director Management For For
3.15 Appoint a Director Management For For
4 Shareholder's Proposal: Amend Articles to Ban Newly Building Shareholder Against For
Nuclear Power Facilities
5 Shareholder's Proposal: Amend Articles to Abolish Use of Nuclear Shareholder Against For
Fuels
6 Shareholder's Proposal: Amend Articles to Add Provisions About Shareholder Against For
Transition Into Sustainable Energy Generation
7 Shareholder's Proposals: Appoint a Director Shareholder Against For
8 Shareholder's Proposals: Appoint a Corporate Auditor Shareholder Against For
9 Shareholder's Proposals: Approve Appropriation of Profits Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 121
THE KANSAI ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J30169106 MEETING TYPE Annual General Meeting
TICKER SYMBOL 9503 MEETING DATE 26-Jun-2009
ISIN JP3228600007 AGENDA 702008156 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1 Approve Appropriation of Profits Management For For
2 Amend Articles to: Approve Minor Revisions Related to Management For For
Dematerialization of Shares and the other Updated Laws and
Regulations, Allow Use of Electronic Systems for Public
Notifications, Reduce Term of Office of Directors to One Year
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
3.14 Appoint a Director Management For For
3.15 Appoint a Director Management For For
3.16 Appoint a Director Management For For
3.17 Appoint a Director Management For For
3.18 Appoint a Director Management For For
3.19 Appoint a Director Management For For
4 Shareholder's Proposal: Approve Appropriation of Profits Shareholder Against For
5 Shareholder's Proposal: Remove a Director Shareholder Against For
6 Shareholder's Proposal: Amend Articles to Reduce Maximum Shareholder Against For
Board Size to 8, and Include One Director from the Nuclear Blast
Victims Labor Movement
7 Shareholder's Proposal: Amend Articles to Prohibit Use of Nuclear Shareholder Against For
Power
8 Shareholder's Proposal: Amend Articles to Require Establishment Shareholder Against For
of a Remuneration Committee Comprised of a Majority of Outside
Directors, and Require Disclosure of Individual Remunerations
9 Shareholder's Proposal: Amend Articles to Investigate Nuclear Shareholder Against For
Fuel Reprocessing in Coordination with Outside Experts
10 Shareholder's Proposal: Amend Articles to Investigate Plutonium Shareholder Against For
Management and Prohibit the Use of Plutonium
11 Shareholder's Proposal: Amend Articles to Provide a Report on Shareholder Against For
Alternative Energy Sources Created in Coordination with Outside
Experts
12 Shareholder's Proposal: Amend Articles to Base All Operations Shareholder Against For
on Global CSR Standards
13 Shareholder's Proposal: Amend Articles to Require All Minutes Shareholder Against For
from Shareholders Meetings to Correctly Reflect All Statements
and Be Distributed Via the Internet
14 Shareholder's Proposal: Amend Articles to Reduce Maximum Shareholder Against For
Board Size to 12
15 Shareholder's Proposal: Amend Articles to Reduce Maximum Shareholder Against For
Auditors Board Size to 6, and Include 2 Members of an
Environmental Protection NGO
16 Shareholder's Proposal: Amend Articles to Proactively Implement Shareholder Against For
Environmental Policies Across the Group
17 Shareholder's Proposal: Amend Articles to Promote a Shift from Shareholder Against For
Nuclear Power to Natural Energy
18 Shareholder's Proposal: Amend Articles to Prioritize Shareholder Against For
Improvements to the Labor Environment for Employees and
Consumers/Local Populus
19 Shareholder's Proposal: Amend Articles to Prioritize Capital Shareholder Against For
Investment in Utility Infrastructures and Securing Labor
ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009 Report Date: 07/01/2009
The Gabelli Dividend and Income Trust 122
ENDESA SA, MADRID
SECURITY E41222113 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL ELEZF.PK MEETING DATE 30-Jun-2009
ISIN ES0130670112 AGENDA 701978756 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ --------------------------------------------------------------------- ---------------- -------------- -----------
1. Examination and approval, as the case may be, of the ENDESA, Management For For
S.A. individual annual financial statements [balance sheet, income
statement, statement of changes to net worth, cash flow statement
and annual report] and the consolidated annual financial
statements of ENDESA, S.A. and Dependent Companies [balance
sheet, income statement, statement of recognized income and
expenses, cash flow statement and annual report] for the FYE 31
DEC 2008.
2. Examination and approval, as the case may be, of the individual Management For For
management report of ENDESA S.A. and the consolidated
management report of ENDESA, S.A. and Dependent Companies
for the FYE 31 DEC 2008.
3. Examination and approval, as the case may be, of the Corporate Management For For
Management for the FY ending 31 DEC 2008.
4. Examination and approval, as the case may be, of the application Management For For
of FY earnings and dividend distribution for the FY ending 31 DEC
2008.
5. Appointment of KPMG AUDITORES S.L. as the Auditors for the Management For For
Company and its Consolidated Group.
6. Authorization for the Company and its subsidiaries to be able to Management For For
acquire treasury stock in accordance with the provisions of Article
75 and additional provision one of the Spanish Corporations Law
[Ley de Sociedades Anonimas].
7. Establishment of the number of Members of the Board of Management For For
Directors. Ratifications, appointments, renewals or re-election of
Directors.
8. Authorization to the Board of Directors for the execution and Management For For
implementation of the resolutions adopted by the General
Meeting, as well as to substitute the authorities it receives from
the General Meeting, and granting of authorities for processing the
said resolutions as a public instrument, registration thereof and, as
the case may be, correction thereof.
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 The Gabelli Dividend & Income Trust
By (Signature and Title)* /s/ Bruce N. Alpert
---------------------------------
Bruce N. Alpert,
Principal Executive Officer
Date August 19, 2009
* Print the name and title of each signing officer under his or her
signature.