UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-04276
AMANA MUTUAL FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)
1300 N. State Street
Bellingham, Washington 98225-4730
(Address of Principal Executive Offices, including ZIP Code)
Nicholas F. Kaiser
1300 N. State Street
Bellingham, Washington 98225-4730
(Name and Address of Agent for Service)
Registrant’s Telephone Number— (360) 734-9900
Date of fiscal year end: May 31, 2012
Date of reporting period: June 30, 2012
| Proposal # | Issue/ Proposals | Shares / Proposed by | Symbol / Directors Recommend | CUSIP / Vote | Meeting Date |
| The J.M. Smucker Company | 250,000 | SJM | 832696405 | 8/17/11 | |
| 1A-D | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the 2012 fiscal year. | Issuer | For | For | |
| 3 | Approval of the non-binding, advisory vote on executive compensation ("Say-on-Pay"). | Issuer | For | For | |
| 4 | Approval of the non-binding, advisory vote on the frequency of future Say-on-Pay votes. | Issuer | 1 Year | 1 Year | |
| 5 | Shareholder proposal requesting a coffee sustainability report. | Shareholder | Against | Against | |
| Microchip Technology Incorporated | 600,000 | MCHP | 595017104 | 8/19/11 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Proposal to amend and restate our executive management incentive compensation plan to revise the definition of "Performance Goals" for purposes of section 162(M) of the Internal Revenue Code. | Issuer | For | For | |
| 3 | Proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2012. | Issuer | For | For | |
| 4 | Proposal to approve an advisory vote on the compensation of our named executives. | Issuer | For | For | |
| 5 | Proposal regarding the frequency of holding an advisory vote on the compensation of our named executives. | Issuer | 3 Years | 1 Year | |
| Nike, Inc. | 310,000 | NKE | 654106103 | 9/19/11 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | To hold an advisory vote on executive compensation. | Issuer | For | For | |
| 3 | To hold an advisory vote on the frequency of future advisory votes on executive compensation. | Issuer | 1 Year | 1 Year | |
| 4 | To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public account firm. | Issuer | For | For | |
| Parker-Hannifin Corporation | 275,000 | PH | 701094104 | 10/26/11 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending June 30, 2012. | Issuer | For | For | |
| 3 | Approval of, on a non-binding, advisory basis, the compensation of our named executive officers. | Issuer | For | For | |
| 4 | Determination of, on a non-binding, advisory basis, whether an advisory shareholder vote on the compensation of our named executive officers will occur every. | Issuer | 1 Year | 1 Year | |
| 5 | Shareholder proposal to amend the code of regulations to separate the roles of chairman of the board and chief executive officer. | Shareholder | Against | Abstain | |
| Microsoft Corporation | 1,000,000 | MSFT | 594918104 | 11/15/11 | |
| 1-9 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 10 | Advisory vote on named executive officer compensation. | Issuer | For | For | |
| 11 | Advisory vote on frequency of advisory vote on named executive officer compensation. | Issuer | 1 Year | 1 Year | |
| 12 | Ratification of the selection of Deloitte & Touche LLP as the company's independent auditor. | Issuer | For | For | |
| 13 | Shareholder proposal 1. Establishment of a board committee on environmental sustainability. | Shareholder | Against | Against | |
| Johnson Controls, Inc. | 600,000 | JCI | 478366107 | 1/25/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of PricewaterhouseCoopers as independent auditors for 2012. | Issuer | For | For | |
| 3 | Advisory vote on compensation of our named executive officers. | Issuer | For | For | |
| 4 | Consideration of a shareholder proposal to declassify the Board of Directors. | Shareholder | Against | Against | |
| Air Products And Chemicals, Inc. | 250,000 | APD | 009158106 | ||
| 1A-C | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Appointment of independent registered public accountants. To ratify appointment of KPMG LLP, as independent registered public accountants for fiscal year 2012. | Issuer | For | For | |
| 3 | Advisory vote on executive officer compensation. To approve the compensation of named executive officers. | Issuer | For | For | |
| Emerson Electric Co. | 450,000 | EMR | 291011104 | 2/7/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Approval, by non-binding advisory vote, of Emerson Electic Co. executive compensation. | Issuer | For | For | |
| 3 | Ratification of KPMG LLP as independent registered public accounting firm | Issuer | For | For | |
| 4 | Approval of the stockholder proposal requesting the issuance of a sustainability report as described in the proxy statement. | Shareholder | Against | Against | |
| 5 | Approval of the stockholder proposal regarding declassification of the Board of Directors as described in the proxy statement. | Shareholder | Against | Against | |
| United Technologies Corporation | 250,000 | UTX | 913017109 | 4/11/12 | |
| 1A-L | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Appointment of the firm of PricewaterhouseCoopers LLP as independent auditor. | Issuer | For | For | |
| 3 | Advisory vote to approve named executive officer compensation. | Issuer | For | For | |
| Stanley Black & Decker, Inc. | 100,000 | SWK | 854502101 | 4/17/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Approve amendment to restated Certificate of Incorporation to declassify the Board of Directors. | Issuer | For | For | |
| 3 | Approve 2012 management incentive compensation plan. | Issuer | For | For | |
| 4 | Approve Ernst & Young LLP as the company's independent auditors for the company's 2012 fiscal year. | Issuer | For | For | |
| 5 | Approve, on an adviso ry basis, the compensation of the company's named executive officers. | Issuer | For | For | |
| Honeywell International Inc. | 450,000 | HON | 438516106 | 4/23/12 | |
| 1A-J | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Approval of Independent Accountants. | Issuer | For | For | |
| 3 | Advisory Vote to Approve Executive Compensation. | Issuer | For | For | |
| 4 | Independent Board Chairman. | Shareholder | Against | Against | |
| 5 | Political Contributions. | Shareholder | Against | Against | |
| Genuine Parts Company | 400,000 | GPC | 372460105 | 4/23/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Advisory vote on executive compensation. | Issuer | For | For | |
| 3 | Ratification of the selection of Ernst & Young LLP as the company's independent auditors for the fiscal year ending December 31, 2012. | Issuer | For | For | |
| Praxair, Inc. | 220,000 | PX | 74005P104 | 4/24/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | To approve amendments to Praxair's restated certificate of incorporation to permit shareholders to call special meetings of shareholders. | Issuer | For | For | |
| 3 | To approve, on an advisory and non-binding basis, the compensation of Praxair's named executive officers as disclosed in the 2012 proxy statement. | Issuer | For | For | |
| 4 | A shareholder proposal regarding electioneering policies and contributions. | Shareholder | Against | Against | |
| 5 | To ratify the appointment of the independent auditor. | Issuer | For | For | |
| United States Steel Corporation | 250,000 | X | 912909108 | 4/24/12 | |
| 1A-C | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm. | Issuer | For | For | |
| 3 | Approval, in a non-binding advisory vote, of the compensation of the named executive officers. | Issuer | For | For | |
| 4 | Shareholder proposal recommending the elimination of the classified Board of Directors. | Shareholder | Against | Against | |
| Canadian National Railway Company | 350,000 | CNI | 136375102 | 4/24/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Appointment of KPMG LLP as auditors | Issuer | For | For | |
| 3 | Non-binding advisory resolution to accept the approach to executive compensation disclosed in the accompanying management information circular, the full text of which resolution is set out on P. 6 of the accompanying management information circular. | Issuer | For | For | |
| Cenovus Energy Inc. | 400,000 | CVE | 15135U109 | 4/25/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Appointment of PricewaterhouseCoopers LLP, charted accountants, as auditor of the corporation. | Issuer | For | For | |
| 3 | Amendment and reconfirmation of the corporation's shareholder rights plan as described in the accompanying management proxy circular. | Issuer | For | For | |
| 4 | Acceptance of the corporation's approach to executive compensation as described in the accompanying management proxy circular. | Issuer | For | For | |
| 5 | Acceptance of the shareholder proposal set out in Appendix B to the accompanying management proxy circular. | Shareholder | Against | Against | |
| W.W. Grainger, Inc. | 150,000 | GWW | 384802104 | 4/25/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Proposal to ratify the appointment of Ernst & Young as independent auditor for the year ending December 31st, 2012. | Issuer | For | For | |
| 3 | Say on Pay: Advisory Proposal to approve compensation of the company's named executive officers. | Issuer | For | For | |
| E.I. Du Pont De Nemours And Company | 400,000 | DD | 263534109 | 4/25/12 | |
| 1A-K | Directors' recommendation for election | Issuer | For | For | |
| 2 | On Ratification of Independent Registered Public Accounting Firm | Issuer | For | For | |
| 3 | To Approve, by Advisory Vote, Executive Compensation | Issuer | For | For | |
| 4 | On Independent Chair | Shareholder | Against | Against | |
| 5 | On Executive Compensation Report | Shareholder | Against | Against | |
| Johnson & Johnson | 310,000 | JNJ | 478160104 | 4/26/12 | |
| 1A-M | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Advisory vote to approve named executive officer compensation | Issuer | For | For | |
| 3 | Approval of the company's 2012 long-term incentive plan | Issuer | For | For | |
| 4 | Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2012 | Issuer | For | For | |
| 5 | Shareholder proposal on independent board chairman | Shareholder | Against | Against | |
| 6 | Shareholder proposal on binding vote on political contributions | Shareholder | Against | Against | |
| 7 | Shareholder proposal on adopting non-animal methods for training | Shareholder | Against | Against | |
| Pfizer Inc. | 1,200,000 | PFE | 717081103 | 4/26/12 | |
| 1A-N | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratify the selection of KPMG LLP as independent registered public accounting firm for 2012 | Issuer | For | For | |
| 3 | Advisory approval of executive compensation | Issuer | For | For | |
| 4 | Shareholder proposal regarding publication of political contributions | Shareholder | Against | Against | |
| 5 | Shareholder proposal regarding action by written consent | Shareholder | Against | Against | |
| 6 | Shareholder proposal regarding special shareholder meetings | Shareholder | Against | Against | |
| 7 | Shareholder proposal regarding advisory vote on director pay | Shareholder | Against | Against | |
| Methanex Corporation | 300,000 | MEOH | 749203733935 | 4/26/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | To re-appoint KPMG LLP, chartered accountants, as auditors of the company for the ensuing year and authorize the Board of Directors to fix the renumeration of the auditors. | Issuer | For | For | |
| 3 | The advisory resolution accepting the company's approach to executive compensation as disclosed in the accompanying information circular. | Issuer | For | For | |
| Astrazeneca PLC | 320,000 | AZN | 046353108 | 4/26/12 | |
| 1 | To receive the company's accounts and the reports of the directors and auditor for the year ended 31 December 2011 | Issuer | For | For | |
| 2 | To confirm dividends | Issuer | For | For | |
| 3 | To re-appoint KPMG Audit PLC, London as auditor | Issuer | For | For | |
| 4 | To authorise the directors to agree the remuneration of the auditor | Issuer | For | For | |
| 5A-M | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 6 | To approve the directors' remuneration report for the year ended 31 December 2011 | Issuer | For | For | |
| 7 | To authorise limited EU political donations | Issuer | For | For | |
| 8 | To authorise the directors to allot shares | Issuer | For | For | |
| 9 | To approve the new SAYE scheme | Issuer | For | For | |
| 10 | To authorise the directors to disapply pre-emption rights | Issuer | For | For | |
| 11 | To authorise the company to purchase its own shares | Issuer | For | For | |
| 12 | To reduce the notice period for general meetings | Issuer | For | For | |
| Abbott Laboratories | 350,000 | ABT | 002824100 | 4/27/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of Deloitte & Touche LLP as auditors | Issuer | For | For | |
| 3 | Say on Pay & An advisory vote to approve executive compensation | Issuer | For | For | |
| 4 | Shareholder proposal — Transparency in animal research | Shareholder | Against | Against | |
| 5 | Shareholder proposal & Lobbying disclosure | Shareholder | Against | Against | |
| 6 | Shareholder proposal — Independent board chair | Shareholder | Against | Against | |
| 7 | Shareholder proposal & Tax gross-ups | Shareholder | Against | Against | |
| 8 | Shareholder proposal & Equity retention and hedging | Shareholder | Against | Against | |
| 9 | Shareholder proposal & Incentive compensation | Shareholder | Against | Against | |
| 10 | Shareholder proposal & Ban accelerated vesting of awards upon a change in control | Shareholder | Against | Against | |
| Regal Beloit Corporation | 100,000 | RBC | 758750103 | 4/30/12 | |
| 1A-C | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Advisory vote on the compensation of the company's named executive officers. | Issuer | For | For | |
| 3 | To ratify the selection of Deloitte & Touche LLP as the independent auditors for the company for the year ending December 29, 2012. | Issuer | For | For | |
| Carlisle Companies Incorporated | 490,000 | CSL | 142339100 | 5/2/12 | |
| 1A-C | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Approve the company's executive compensation. | Issuer | For | For | |
| 3 | Ratification of appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the 2012 fiscal year. | Issuer | For | For | |
| 4 | Approve the company's amended and restated executive compensation program to increase the number of shares available for issuance thereunder. | Issuer | For | For | |
| Tenaris, S.A. | 110,000 | TS | 88031M109 | 5/2/12 | |
| A1 | Consideration of the consolidated management report and related management certifications on the Company's consolidated financial statements as of and for the year ended December 31, 2011, and on the annual accounts as at December 31, 2011, and of the independent auditor's reports on such consolidated financial statements and annual accounts. | Issuer | None | For | |
| A2 | Approval of the Company's consolidated financial statements as of and for the year ended December 31, 2011. | Issuer | None | For | |
| A3 | Approval of the Company's annual account as at December 31, 2011. | Issuer | None | For | |
| A4 | Allocation of results and approval of dividend payment for the year ended December 31, 2011. | Issuer | None | For | |
| A5 | Discharge of the members of the Board of Directors for the exercise of their mandate during the year ended December 31, 2011. | Issuer | None | For | |
| A6 | Election of members of the Board of Directors. | Issuer | None | For All Nominees | |
| A7 | Compensation of members of the Board of Directors. | Issuer | None | For | |
| A8 | Appointment of the independent auditors for the fiscal year ending December 31, 2012, and approval of their fees. | Issuer | None | For | |
| A9 | Authorization to the Board of Directors to cause 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. | Issuer | None | For | |
| E1 | Decision on the renewal of the authorized share capital of the Company and related authorizations and waivers. | Issuer | None | For | |
| E2 | The amendment of article 10 "Minutes of the Board" of the Company's Articles of Association. | Issuer | None | For | |
| E3 | The amendment of article 11 "Powers" of the Company's Articles of Association. | Issuer | None | For | |
| E4 | The amendment of article 13 "Auditors" of the Company's Articles of Association. | Issuer | None | For | |
| E5 | The amendment of article 15 "Date and Place" of the Company's Articles of Association. | Issuer | None | For | |
| E6 | The amendment of article 16 "Notices of Meeting" of the Company's Articles of Association. | Issuer | None | For | |
| E7 | The amendment of article 17 "Admission" of the Company's Articles of Association. | Issuer | None | For | |
| E8 | The amendment of article 19 "Vote and Minutes" of the Company's Articles of Association. | Issuer | None | For | |
| E9 | The amendment of title V "Financial Year, Distribution of Profits" of the Company's Articles of Association. | Issuer | None | For | |
| E10 | The amendment of article 20 "Financial Year" of the Company's Articles of Association. | Issuer | None | For | |
| E11 | The amendment of article 21 "Distribution of Profits" of the Company's Articles of Association. | Issuer | None | For | |
| Pepsico, Inc. | 400,000 | PEP | 713448108 | 5/2/12 | |
| 1A-L | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratify the appointment KPMG LLP as our independent registered public accountants for fiscal year 2012. | Issuer | For | For | |
| 3 | Approval, by non-binding vote, of executive compensation. | Issuer | For | For | |
| 4 | Re-approval of the performance measures under our 2007 Long-Term Incentive Plan. | Issuer | For | For | |
| 5 | Shareholder Proposal & Lobbying Practices Report. | Shareholder | Against | Against | |
| 6 | Shareholder Proposal & Formation of Risk Oversight Committee. | Shareholder | Against | Against | |
| 7 | Shareholder Proposal & Chairman of the Board shall be an Independent Director. | Shareholder | Against | Against | |
| GlaxoSmithKline PLC | 600,000 | GSK | 37733W105 | 5/3/12 | |
| 1 | To receive and adopt the Directors' Report and the Financial Statements | Issuer | None | For | |
| 2 | To approve the Remuneration Report | Issuer | None | For | |
| 3-16 | Directors' recommendation for re-election | Issuer | None | For All Nominees | |
| 17 | To re-appoint auditors | Issuer | None | For | |
| 18 | To determine remuneration of auditors | Issuer | None | For | |
| 19 | To authorise the company and its subsidiaries to make donations to political organisations and incur political expenditure | Issuer | None | For | |
| 20 | To authorise allotment of shares | Issuer | None | For | |
| 21 | To disapply pre-emption rights | Issuer | None | For | |
| 22 | To authorise the company to purchase its own shares | Issuer | None | For | |
| 23 | To authorise exemption from statement of name of senior statutory auditor | Issuer | None | For | |
| 24 | To authorise reduced notice of a general meeting other than an AGM | Issuer | None | For | |
| 25 | To renew the GSK ShareSave Plan | Issuer | None | For | |
| 26 | To renew the GSK ShareReward Plan | Issuer | None | For | |
| United Parcel Service, Inc. | 300,000 | UPS | 911312106 | 5/3/12 | |
| 1A-L | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | To ratify the appointment of Deloitte & Touche LLP as UPS's independent registered public accountants for the year ending December 31, 2012. | Issuer | For | For | |
| 3 | To approve the 2012 omnibus incentive compensation plan. | Issuer | For | For | |
| 4 | To approve the amendment to the discounted employee stock purchase plan. | Issuer | For | For | |
| 5 | The shareowner proposal regarding lobbying disclosure. | Shareholder | Against | Against | |
| 3M Company | 200,000 | MMM | 88579Y101 | 5/8/12 | |
| 1A-J | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | To ratify the appointment of PricewaterhouseCoopers LLP as 3M's independent registered public accounting firm. | Issuer | For | For | |
| 3 | Advisory approval of executive compensation. | Issuer | For | For | |
| 4 | To approve the 2012 Amended and Restated General Employees Stock Purchase Plan. | Issuer | For | For | |
| 5 | To approve the amended 2008 Long-Term Incentive Plan. | Issuer | For | For | |
| 6 | Stockholder proposal on lobbying. | Shareholder | Against | Against | |
| 7 | Stockholder proposal to prohibit political spending from corporate treasury funds. | Shareholder | Against | Against | |
| 8 | Stockholder proposal on independent board chairman. | Shareholder | Against | Against | |
| Unilever PLC | 325,000 | UL | 904767704 | 5/9/12 | |
| 1 | To receive the Report and Accounts for the year ended 31 December 2011 | Issuer | For | For | |
| 2 | To approve the Directors' Remuneration Report for the year ended 31 December 2011 | Issuer | For | For | |
| 3-14 | Directors' recommendation for re-election | Issuer | For | For All Nominees | |
| 15 | To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company | Issuer | For | For | |
| 16 | To authorise the Directors to fix the remuneration of the Auditors | Issuer | For | For | |
| 17 | To renew the authority to Directors to issue shares | Issuer | For | For | |
| 18 | To renew the authority to Directors to disapply pre-emption rights | Issuer | For | For | |
| 19 | To renew the authority to the Company to purchase its own shares | Issuer | For | For | |
| 20 | To authorise Political Donations and Expenditure | Issuer | For | For | |
| 21 | To shorten the Notice period for General Meetings | Issuer | For | For | |
| 22 | To adopt the new Articles of Association of the company | Issuer | For | For | |
| Telus Corporation | 100,000 | TU | 87971M202 | 5/9/12 | |
| 1 | Pass, with or without variation, a special resolution, the full text of which is set forth in Appendix C to the management information circular of Telus Corporation dated March 22, 2012 (the "circular"), approving a plan of arrangement pursuant to Division 5, Part 9 of the Business Corporations Act (British Columbia) involving Telus Corporation, its shareholders and the other persons named therein as more particularly described in the circular. | Issuer | For | For | |
| ConocoPhillips | 330,000 | COP | 20825C104 | 5/9/12 | |
| 1A-O | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Proposal to ratify appointment of Ernst & Young LLP as ConocoPhillips' independent registered public accounting firm for 2012. | Issuer | For | For | |
| 3 | Advisory Approval of Executive Compensation. | Issuer | For | For | |
| 4 | Company Environmental Policy (Louisiana Wetlands). | Shareholder | Against | Against | |
| 5 | Accident Risk Mitigation. | Shareholder | Against | Against | |
| 6 | Report on Grassroots Lobbying Expenditures. | Shareholder | Against | Against | |
| 7 | Greenhouse Gas Reduction Targets. | Shareholder | Against | Against | |
| 8 | Gender Expression Non-Discrimination. | Shareholder | Against | Against | |
| Nucor Corporation | 200,000 | NUE | 670346105 | 5/10/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of the appointment of PricewaterhouseCoopers LLP as Nucor's independent registered public accounting firm for the year ending December 31, 2012. | Issuer | For | For | |
| 3 | Stockholder proposal regarding majority vote | Shareholder | Against | Against | |
| Colgate-Palmolive Company | 300,000 | CL | 194162103 | 5/11/12 | |
| 1A-J | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratify selection of PricewaterhouseCoopers LLP as Colgate's independent registered public accounting firm. | Issuer | For | For | |
| 3 | Advisory Vote on Executive Compensation. | Issuer | For | For | |
| 4 | Stockholder Proposal on Independent Board Chair. | Shareholder | Against | Against | |
| Total S.A. | 375,000 | TOT | 89151E109 | 5/11/12 | |
| 1 | Approval of parent Company financial statements dated December 31, 2011 | Issuer | For | For | |
| 2 | Approval of consolidated financial statements dated December 31, 2011 | Issuer | For | For | |
| 3 | Allocation of earnings, declaration of dividend | Issuer | For | For | |
| 4 | Authorization for the Board of Directors to trade in shares of the Company | Issuer | For | For | |
| 5-9 | Directors' recommendation for renewal of appointment | Issuer | For | For All Nominees | |
| 10 | Directors' recommendation for appointment for succession | Issuer | For | For | |
| 11 | Directors' recommendation for election | Issuer | For | For | |
| 12 | Commitments under Article L 225-42-1 of the French Commercial Code | Issuer | For | For | |
| 13 | Delegation of authority granted to the Board of Directors to increase share capital by issuing common shares or any securities providing access to share capital, while maintaining shareholders' preferential subscription rights, or by capitalizing premiums, reserves, surpluses or other line items | Issuer | For | For | |
| 14 | Delegation of authority granted to the Board of Directors to increase share capital by issuing common shares or any securities providing access to share capital, without preferential subscription rights | Issuer | For | For | |
| 15 | Delegation of authority granted to the Board of Directors to increase the number of securities to be issued, in the event of surplus demand in case of increased share capital without preferential subscription rights | Issuer | For | For | |
| 16 | Delegation of powers granted to the Board of Directors to increase share capital by issuing common shares or any securities providing access to share capital, in payment of securities that would be contributed to the Company | Issuer | For | For | |
| 17 | Delegation of authority granted to the Board of Directors to increase share capital under the conditions provided for in Articles L. 3332-18 and following of the French Labour Code | Issuer | For | For | |
| 18 | Delegation of powers granted to the Board of Directors to increase share capital reserved for categories of beneficiaries in a transaction reserved for employees without preferential subscription rights | Issuer | For | For | |
| 19 | Authorization for the Board of Directors to reduce capital by cancelling shares | Issuer | For | For | |
| A | The first is intended to fill in the information listed in the Registration Document with benchmarks to compare the compensation for Executive Directors with various compensation for various employees; | Shareholder | None | None | |
| B | The other concerns the establishment of a loyalty dividend for shareholders holding registered shares for at least two years. | Shareholder | Against | Against | |
| Intel Corporation | 1,200,000 | INTC | 458140100 | 5/17/12 | |
| 1A-J | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for the current year | Issuer | For | For | |
| 3 | Advisory vote to approve executive compensation | Issuer | For | For | |
| 4 | Stockholder proposal: Whether to hold an advisory vote on political contributions | Shareholder | Against | Against | |
| Canadian Pacific Railway Limited | 55,000 | CP | 13645T100 | 5/17/12 | |
| 1 | Appointment of auditors as named in the management proxy circular. | Issuer | For | For | |
| 2 | Advisory vote accepting the corporation's approach to executive compensation as described in the management proxy circular. | Issuer | For | For | |
| 3A-P | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 3Q-V | Directors' recommendation for withholding election vote | Issuer | Withhold | Withhold On All Nominees | |
| Canadian Pacific Railway Limited (Blue Proxy Form from Pershing Square Capital Management, L.P.) | 55,000 | CP | 13645T100 | 5/17/12 | |
| 1 | Appointment of auditor as named in Canadian Pacific's proxy circular. | Issuer | For | For | |
| 2 | Advisory vote accepting Canadian Pacific's approach to executive compensation as described in Canadian Pacific's proxy circular. | Issuer | For | For | |
| 3A | Recommendation for election | Issuer | For | For | |
| 3A-G | Recommendation for election | Pershing Square | Withhold | Withhold On All Nominees | |
| 3H-V | Recommendation for withholding | Pershing Square | For | For All Nominees | |
| Exxon Mobil Corporation | 350,000 | XOM | 30231G102 | 5/30/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of Independent Auditors (page 61) | Issuer | For | For | |
| 3 | Advisory Vote to Approve Executive Compensation (page 62) | Issuer | For | For | |
| 4 | Independent Chairman (page 64) | Shareholder | Against | Against | |
| 5 | Majority Vote for Directors (page 65) | Shareholder | Against | Against | |
| 6 | Report on Political Contributions (page 66) | Shareholder | Against | Against | |
| 7 | Amendment of EEO Policy (page 67) | Shareholder | Against | Against | |
| 8 | Report on Natural Gas Production (page 69) | Shareholder | Against | Against | |
| 9 | Greenhouse Gas Emissions Goals (page 71) | Shareholder | Against | Against | |
| Taiwan Semiconductor Mfg. Co. Ltd. | 1,500,000 | TSM | 874039100 | 6/12/12 | |
| 1 | To accept 2011 business report and financial statements | Issuer | For | For | |
| 2 | To approve the proposal for distribution of 2011 profits | Issuer | For | For | |
| 3 | To revise the Articles of Incorporation | Issuer | For | For | |
| 4 | To revise the rules for election of directors | Issuer | For | For | |
| Chunghwa Telecom Co. Ltd. | 555,154 | CHT | 17133Q502 | 6/22/12 | |
| 1 | Ratification of 2011 operational report and financial statements | Issuer | For | For | |
| 2 | Ratification of 2011 earning distribution | Issuer | For | For | |
| 3 | The amendment to the "Articles of Incorporation" | Issuer | For | For | |
| 4 | The amendment to the "Regulations of Election of Directors and Supervisors" | Issuer | For | For | |
| 5 | The amendment to the "Ordinance of Shareholders Meetings" | Issuer | For | For | |
| 6 | The amendment to the "Procedures for Acquisition or Disposal of Assets" | Issuer | For | For | |
| Proposal # | Issue/ Proposals | Shares / Proposed by | Symbol / Directors Recommend | CUSIP / Vote | Meeting Date |
| Xilinx, Inc. | 600,000 | XLNX | 983919101 | 8/10/11 | |
| 1A-I | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Approve an amendment to 1990 employee qualified stock purchase plan, all as more fully described in the proxy statement. | Issuer | For | For | |
| 3 | Approve an amendment to the 2007 equity incentive plan, all as more fully described in the proxy statement. | Issuer | For | For | |
| 4 | Approve certain provisions of 2007 equity incentive plan for purposes of complying with the Internal Revenue Code of 1986. | Issuer | For | For | |
| 5 | Proposal to approve, on an advisory basis, the compensation of the company's named executive officers. | Issuer | For | For | |
| 6 | Proposal to recommend, on an advisory basis, the frequency of votes on executive compensation. | Issuer | 1 Year | 1 Year | |
| 7 | Proposal to ratify the appointment of Ernst & Young LLP as the company's external auditors for fiscal 2012. | Issuer | For | For | |
| Turkcell Iletisim Hizmetleri A.S. | 100,000 | TKC | 900111204 | 8/11/11 | |
| 1 | Opening and election of the Presidency Board | Issuer | None | For | |
| 2 | Authorizing the Presidency Board to sign the minutes of the meeting | Issuer | None | For | |
| 3 | Reading the Annual Reports of the Auditors relating to fiscal year 2010 | N/A | N/A | N/A | |
| 4 | Reading the Annual Reports of the Auditors relating to fiscal year 2010 | N/A | N/A | N/A | |
| 5 | Reading the summary of the Independent Audit Firm's report relating to fiscal year 2010 | N/A | N/A | N/A | |
| 6 | Review, discussion and approval of the Balance Sheet and profits/loss statements relating to fiscal year 2010, together with the activities and operations of the Company in year 2010 | Issuer | None | For | |
| 7 | Release of the Board members from activities and operations of the Company in year 2010 | Issuer | None | For | |
| 8 | Release of the auditors from activities and operations of the Company in year 2010 | Issuer | None | For | |
| 9 | Election of auditors for a period of one year and determination of their remuneration | Issuer | None | For | |
| 10a | The discussion of, and decision on, the Board of Directors' proposal concerning the distribution of dividends for year 2010 | Issuer | None | For | |
| 10b | The discussion of, and decision on, the date of the distribution of dividends for year 2010 | Issuer | None | For | |
| 11 | Wishes and hopes | N/A | N/A | N/A | |
| 12 | Closing | N/A | N/A | N/A | |
| Harris Corporation | 700,000 | HRS | 413875105 | 10/28/11 | |
| 1A-K | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Advisory vote on executive compensation. | Issuer | For | For | |
| 3 | Advisory vote on frequency of future advisory votes on executive compensation. | Issuer | 1 Year | 1 Year | |
| 4 | Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2012. | Issuer | For | For | |
| 5 | Shareholder proposal requesting approval of an amendment to our by-laws to require an independent chairman of the board | Shareholder | Against | Against | |
| The Clorox Company | 375,000 | CLX | 189054109 | 11/16/11 | |
| 1A-J | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Advisory Vote on Executive Compensation. | Issuer | For | For | |
| 3 | Advisory Vote on the Frequency of the Shareholder Advisory Vote on Executive Compensation. | Issuer | 1 Year | 1 Year | |
| 4 | Ratification of Independent Registered Public Accounting Firm | Issuer | For | For | |
| 5 | Stockholder Proposal on Independent Chairman | Shareholder | Against | Against | |
| Cisco Systems, Inc. | 2,000,000 | CSCO | 17275R102 | 12/7/11 | |
| 1A-L | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Approval of amendment and restatement of the Cisco 2005 stock incentive plan. | Issuer | For | For | |
| 3 | Approval, on an advisory basis, of executive compensation. | Issuer | For | For | |
| 4 | Recommendation, on an advisory basis, on the frequency of executive compensation votes. | Issuer | 1 Year | 1 Year | |
| 5 | Ratification of PriceWaterhouseCoopers LLP as Cisco's independent registered public accounting firm for fiscal 2012. | Issuer | For | For | |
| 6 | Approval to amend Cisco's bylaws to establish a board committee on environmental sustainability. | Shareholder | Against | Against | |
| 7 | Approval to require the board to publish internet fragmentation report to shareholders within six months. | Shareholder | Against | Against | |
| 8 | Approval to require that Cisco executives retain a significant percentage of stock until two years following termination. | Shareholder | Against | Against | |
| LAN Airlines S.A. | 600,000 | LFL | 501723100 | 12/21/11 | |
| 1 | Approve the merger of LAN Airlines S.A. & sister Holdco S.A. & Holdco II S.A., two special purpose companies that have been created exclusively for purposes of this transaction & where shares of TAM S.A. will be, directly or indirectly, held prior to their consolidation into LAN, subject to (I) the terms and conditions of certain implementation agreement & exchange offer agreement, both dated January 18, 2011; & (II) a final decision, in the Reclamacion pending before the Chilean Supreme Court, all as more fully described in the proxy statement. | Issuer | For | For | |
| 2 | Approve the audited financial statements of LAN, sister Holdco S.A. and Holdco II S.A. as of September 30, 2011 and the Informe Pericial, all in accordance with Section 99 of the Chilean Corporation Law. | Issuer | For | For | |
| 3 | Change of the corporate name of LAN Airlines Group S.A. to Latam Airlines Group S.A. | Issuer | For | For | |
| 4 | Approve the bylaws of Latam Airlines Group S.A., including any amendments thereof to be resolved by the shareholders' meeting. | Issuer | For | For | |
| 5 | Grant all necessary authorizations and powers of attorney needed to carry out and implement the proposed business combination between LAN and TAM S.A. | Issuer | For | For | |
| 6 | Adopt any other resolution necessary to carry out and implement the proposed business combination between LAN and TAM S.A. | Issuer | For | For | |
| 7 | Approve increase of the capital of LAN in an additional amount determined by the shareholders' meeting, through the issuance of 4,800,000 shares of common stock; approve that these 4,800,000 common stock shares & any common stock shares of LAN included in paragraph 1. above & not used for purposes of mergers be used to create & implement a stock option plan for employees of Latam Airlines Group S.A. and its affiliates, as provided in Section 24 of the Chilean Corporation Law & delegate in board authority to determine placement conditions of these shares of common stock. | Issuer | For | For | |
| Express Scripts Holding | 500,000 | ESRX | 30219G108 | 12/21/11 | |
| 1 | To adopt the agreement and plan of merger, dated as of July 20, 2011 as amended on November 7, 2011 and as it may be amended from time to time by and among Express Scripts, Inc., Medco Health Solutions, Inc., Aristotle Holding, Inc., Aristotle Merger Sub, Inc., and Plato Merger Sub, Inc. | Issuer | For | For | |
| 2 | To approve the adjournment of the special meeting by Express Scripts stockholders (if it is necessary or appropriate to solicit additional proxies if there are not sufficient votes to adopt the merger agreement). | Issuer | For | For | |
| Hansen Natural Corporation | 500,000 | HANS | 411310105 | 1/5/12 | |
| 1 | Proposal to approve an amendment to the company's Certificate of Incorporation to change the name of the company from "Hansen Natural Corporation" to "Monster Beverage Corporation". | Issuer | For | For | |
| 2 | Proposal to approve an amendment to the company's Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.005 per share, from 120,000,000 shares to 240,000,000 shares. | Issuer | For | For | |
| Intuit, Inc. | 900,000 | INTU | 461202103 | 1/19/12 | |
| 1A-H | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratify the selection of Ernst & Young LLP as our independent registered accounting firm for the fiscal year ending July 31, 2012. | Issuer | For | For | |
| 3 | Approve the amendment to the employee stock purchase plan. | Issuer | For | For | |
| 4 | Approve a non-binding advisory resolution regarding executive compensation. | Issuer | For | For | |
| 5 | To recommend, by non-binding advisory vote, the frequency of executive compensation votes. | Issuer | 1 Year | 1 Year | |
| Apple Inc. | 200,000 | AAPL | 37833100 | 2/23/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees except in the case of Nominee #4, voted as withhold | |
| 2 | Ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2012. | Issuer | For | For | |
| 3 | Advisory vote on executive compensation. | Issuer | For | For | |
| 4 | A shareholder proposal entitled "Conflict of Interest Report" | Shareholder | Against | Against | |
| 5 | A shareholder proposal entitled "Shareholder Say on Director Pay" | Shareholder | Against | Against | |
| 6 | A shareholder proposal entitled "Report on Political Contributions and Expenditures" | Shareholder | Against | Against | |
| 7 | A shareholder proposal entitled "Adopt a Majority Voting Standard for Director Elections" | Shareholder | Against | Against | |
| Fastenal Company | 800,000 | FAST | 311900104 | 4/17/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of the appointment of KPMG LLP as independent register public accounting firm for the 2012 fiscal year. | Issuer | For | For | |
| 3 | Approval, by non-binding vote, of Fastenal Company's executive compensation. | Issuer | For | For | |
| 4 | Approval of an amended and restated Fastenal Company Incentive Plan. | Issuer | For | For | |
| 5 | Approval of an amendment to the restated articles of incorporation of Fastenal Company to require a majority vote for the election of directors. | Issuer | For | For | |
| Genuine Parts Company | 125,000 | GPC | 372460105 | 4/23/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Advisory vote on executive compensation. | Issuer | For | For | |
| 3 | Ratification of the selection of Ernst & Young LLP as the company's independent auditors for the fiscal year ending December 31, 2012. | Issuer | For | For | |
| Crane Co. | 300,000 | CR | 224399105 | 4/23/12 | |
| 1.1-1.3 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of selection of Deloitte & Touche LLP as independent auditors for the company for 2012. | Issuer | For | For | |
| 3 | Say on Pay & an advisory vote to approve executive compensation. | Issuer | For | For | |
| Stryker Corporation | 300,000 | SYK | 863667101 | 4/24/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2012. | Issuer | For | For | |
| 3 | Approval of an amendment to the company's restated articles of incorporation to implement a majority vote standard for uncontested elections of directors. | Issuer | For | For | |
| 4 | Re-approval of the material terms of the performance goals under the executive bonus plan. | Issuer | For | For | |
| 5 | Approval, in an advisory vote, of the company's named executive officer compensation. | Issuer | For | For | |
| International Business Machines Corp. | 250,000 | IBM | 459200101 | 4/24/12 | |
| 1A-N | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of appointment of independent registered public accounting firm (page 71) | Issuer | For | For | |
| 3 | Advisory vote on executive compensation (page 72) | Issuer | For | For | |
| 4 | Stockholder proposal on cumulative voting (page 73) | Shareholder | Against | Against | |
| 5 | Stockholder proposal to review political contributions & trade associations policy (page 74) | Shareholder | Against | Against | |
| 6 | Stockholder proposal for disclosure of lobbying policies and practices (page 75) | Shareholder | Against | Against | |
| Cenovus Energy Inc. | 600,000 | CVE | 15135U109 | 4/25/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Appointment of PricewaterhouseCoopers LLP, chartered accountants, as auditor of the corporation. | Issuer | For | For | |
| 3 | Amendment and reconfirmation of the corporation's shareholder rights plan as described in the accompanying management proxy circular. | Issuer | For | For | |
| 4 | Acceptance of the corporation's approach to executive compensation as described in the accompanying management proxy circular. | Issuer | For | For | |
| 5 | Acceptance of the shareholder proposal set out in Appendix B to the accompanying management proxy circular. | Shareholder | Against | Against | |
| LAN Airlines S.A. | 689,762 | LFL | 501723100 | 4/26/12 | |
| 1 | Approval of the annual report, balance sheet and financial statements for the fiscal year ending December 31, 2011 | Issuer | For | For | |
| 2 | Approval of payment of final dividend on account of 2011 fiscal profits, all as more fully described in the proxy statement | Issuer | For | For | |
| 3 | The election of the company's Board of Directors | Issuer | For | For | |
| 4 | The compensation to be paid to the company's Board of Directors for the fiscal year ending December 31, 2012 | Issuer | For | For | |
| 5 | The compensation to be paid to the company's audit committee and its budget for the fiscal year ending December 31, 2012 | Issuer | For | For | |
| 6 | Appointment of external auditing firm and risk rating agencies; reports on matters indicated in XVI of Companies Law 18,046 | Issuer | For | For | |
| 7 | Information on the cost of processing, printing and sending the information indicated in circular 1816 of the Securities and Insurance Commission | Issuer | For | For | |
| 8 | Designation of the newspaper in which the company will make publications | Issuer | For | For | |
| 9 | Other matters of corporate interest within the purview of a regular shareholders meeting of the company | Issuer | For | For | |
| Humana Inc. | 650,000 | HUM | 444859102 | 4/26/12 | |
| 1A-J | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm. | Issuer | For | For | |
| 3 | The approval of the compensation of the named executive officers as disclosed in the 2012 proxy statement. | Issuer | For | For | |
| Corning Incorporated | 300,000 | GLW | 219350105 | 4/26/12 | |
| 1A-J | Directors' recommendation for election | Issuer | For | For | |
| 2 | Approval of the company's executive compensation. | Issuer | For | For | |
| 3 | Ratify the appointment of PricewaterhouseCoopers LLP as Corning's independent registered public accounting firm. | Issuer | For | For | |
| 4 | Approval of the Corning Incorporated 2012 Long-Term Incentive Plan. | Issuer | For | For | |
| 5 | Approval of the amendment and restatement of the company's restated Certificate of Incorporation to remove the provisions currently requiring a supermajority vote of the company's shareholders. | Issuer | For | For | |
| Johnson & Johnson | 600,000 | JNJ | 478160104 | 4/26/12 | |
| 1A-M | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Advisory Vote to Approve Named Executive Officer Compensation | Issuer | For | For | |
| 3 | Approval of the Company's 2012 Long-Term Incentive Plan | Issuer | For | For | |
| 4 | Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2012 | Issuer | For | For | |
| 5 | Shareholder Proposal on Independent Board Chairman | Shareholder | Against | Against | |
| 6 | Shareholder Proposal on Binding Vote on Political Contributions | Shareholder | Against | Against | |
| 7 | Shareholder Proposal on Adopting Non-Animal Methods for Training | Shareholder | Against | Against | |
| Convergys Corporation | 730,000 | CVG | 212485106 | 4/26/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | To ratify the appointment of the independent registered public accounting firm. | Issuer | For | For | |
| 3 | To approve the Convergys Corporation annual executive incentive plan. | Issuer | For | For | |
| 4 | To approve an advisory vote on the compensation of our named executive officers. | Issuer | For | For | |
| Regal Beloit Corporation | 250,000 | RBC | 758750103 | 4/30/12 | |
| 1A-C | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Advisory vote on the compensation of the company's named executive officers. | Issuer | For | For | |
| 3 | To ratify the selection of Deloitte & Touche LLP as the independent auditors for the company for the year ending December 29, 2012. | Issuer | For | For | |
| Suncor Energy Inc. | 700,000 | SU | 867224107 | 5/1/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Re-appointment of PricewaterhouseCoopers LLP as auditor of Suncor Energy Inc. for the ensuing year and authorize the directors to fix their remuneration as such. | Issuer | For | For | |
| 3 | To accept the approach to executive compensation disclosed in the accompanying management proxy circular. | Issuer | For | For | |
| Barrick Gold Corporation | 400,000 | ABX | 67901108 | 5/2/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Resolution approving the appointment of PricewaterhouseCoopers LLP as the auditors of Barrick and authorizing the directors to fix their remuneration. | Issuer | For | For | |
| 3 | Advisory resolution on executive compensation approach. | Issuer | For | For | |
| Pepsico, Inc. | 600,000 | PEP | 713448108 | 5/2/12 | |
| 1A-L | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratify the appointment of KPMG LLP as our independent registered public accountants for fiscal year 2012. | Issuer | For | For | |
| 3 | Approval, by non-binding vote, of executive compensation. | Issuer | For | For | |
| 4 | Re-approval of the performance measures under our 2007 Long-Term Incentive Plan. | Issuer | For | For | |
| 5 | Shareholder Proposal & Lobbying Practices Report. | Shareholder | Against | Against | |
| 6 | Shareholder Proposal & Formation of Risk Oversight Committee. | Shareholder | Against | Against | |
| 7 | Shareholder Proposal & Chairman of the Board shall be an Independent Director. | Shareholder | Against | Against | |
| United Parcel Service, Inc. | 500,000 | UPS | 911312106 | 5/3/12 | |
| 1A-L | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | To ratify the appointment of Deloitte & Touche LLP as UPS's independent registered public accountants for the year ending December 31, 2011. | Issuer | For | For | |
| 3 | To approve the 2012 Omnibus Incentive Compensation Plan. | Issuer | For | For | |
| 4 | To approve the amendment to the Discounted Employee Stock Purchase Plan. | Issuer | For | For | |
| 5 | The shareholder proposal regarding lobbying disclosure. | Shareholder | Against | Against | |
| Norfolk Southern Corporation | 500,000 | NSC | 655844108 | 5/10/12 | |
| 1A-J | Directors' recommendation for election | Issuer | For | For | |
| 2 | The ratification of the appointment of KPMG LLP, independent registered public accounting firm, as Norfolk Southern's independent auditors for the year ending December 31, 2012. | Issuer | For | For | |
| 3 | Approval of executive compensation as disclosed in the proxy statement for the 2012 annual meeting of stockholders. | Issuer | For | For | |
| Union Pacific Corporation | 180,000 | UNP | 907818108 | 5/10/12 | |
| 1A-L | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of the Appointment of Deloitte & Touche as the independent registered public accounting firm. | Issuer | For | For | |
| 3 | An advisory vote on executive compensation ("Say on Pay"). | Issuer | For | For | |
| 4 | Shareholder proposal regarding lobbying activities if properly presented at the Annual Meeting. | Shareholder | Against | Against | |
| 5 | Shareholder proposal regarding executive stock ownership if properly presented at the Annual Meeting. | Shareholder | Against | Against | |
| Telefónica, S.A. | 2,400 | TEF | 879382208 | 5/13/12 | |
| 1 | Examination and approval, if applicable, of the Individual Annual Accounts, the Consolidated Financial Statements (Consolidated Annual Accounts) and the Management Report of Telefónica, S.A. and of its Consolidated Group of Companies, as well as of the proposed allocation of the profits/losses of Telefónica, S.A. and the management of its Board of Directors, all with respect to Fiscal Year 2011. | Issuer | None | For | |
| 2 | Directors' recommendation for re-election, ratification, and appointment | Issuer | None | For All Nominees | |
| 3 | Re-election of the Auditor for Fiscal Year 2012. | Issuer | None | For | |
| 4 | Amendment of Articles 15, 16, 18, 27, 34 and 35 of the By-Laws of the Company and inclusion of a new Article 18 bis. | Issuer | None | For | |
| 5 | Amendment of Articles 3, 7, 8, 9, 10, 11, 13 and 27 of the Regulations for the General Shareholders' Meeting. | Issuer | None | For | |
| 6a | Distribution of dividends with a charge to unrestricted reserves. | Issuer | None | For | |
| 6b | Shareholder compensation by means of a scrip dividend. Increase in share capital by such amount as may be determined pursuant to the terms and conditions of the resolution through the issuance of new ordinary shares having a par value of one (1) euro each, with no share premium, of the same class and series as those that are currently outstanding, with a charge to reserves. Offer to purchase free-of-charge allocation rights at a guaranteed price. Express provision for the possibility of incomplete allocation. Delegation of powers to the Board of Directors, which may, in turn, delegate such powers to the Executive Commission, to set the terms and conditions of the increase as to all matters not provided for by the shareholders at this General Shareholders' Meeting, to take such actions as may be required for the implementation thereof, to amend the text of subsection 1 of Article 5 of the By-Laws to reflect the new amount of the share capital and to execute such public and private documents as may be necessary for the implementation of the capital increase. Application to the appropriate domestic and foreign authorities for admission to trading of the new shares on the Madrid, Barcelona, Bilbao, and Valencia Stock Exchanges through the Automated Quotation System [Sistema de Interconexión Bursátil] (Continous Market) and on the foreign Stock Exchanges on which the shares of Telefónica are listed (London and Buenos Aires and, through ADSs, New York and Lima) in the manner required by each of such Stock Exchanges. | Issuer | None | For | |
| 7 | Reduction in share capital by means of the cancellation of shares of the Company's own stock, excluding the right of creditors to oppose the reduction, and amendment of Article 5 of the By-Laws concerning the share capital. | Issuer | None | For | |
| 8 | Approval of the corporate website. | Issuer | None | For | |
| 9 | Delegation of powers to formalize, interpret, correct, and implement the resolutions adopted by the shareholders at the General Shareholders' Meeting. | None | |||
| 10 | Consultative vote on the Report on Director Compensation Policy of Telefónica, S.A. | Issuer | None | For | |
| Akamai Technologies, Inc. | 1,000,000 | AKAM | 00971T101 | 5/16/12 | |
| 1A-D | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | To approve, on an advisory basis, the compensation of Akamai Technologies, Inc.'s named executive officers. | Issuer | For | Against | |
| 3 | To ratify the selection of PricewaterhouseCoopers LLP as the independent auditors of Akamai Technologies, Inc. for the fiscal year ending December 31, 2012. | Issuer | For | For | |
| Canadian Pacific Railway Limited | 50,000 | CP | 13645T100 | 5/17/12 | |
| 1 | Appointment of auditors as named in the management proxy circular. | Issuer | For | For | |
| 2 | Advisory vote accepting the corporation's approach to executive compensation as described in the management proxy circular. | Issuer | For | For | |
| 3A-P | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 3Q-U | Directors' recommendation for withholding | Issuer | Withhold | Withhold | |
| Canadian Pacific Railway Limited (Blue Proxy Form from Pershing Square Capital Management, L.P.) | 50,000 | CP | 13645T100 | 5/17/12 | |
| 1 | Appointment of auditors as named Canadian Pacific's proxy circular. | Issuer | For | For | |
| 2 | Advisory vote accepting Canadian Pacific's approach to executive compensation as described Canadian Pacific's proxy circular. | Issuer | For | For | |
| 3A | Directors' recommendation for election | Issuer | For | For | |
| 3B-3G | Pershing Square's recommendation for election | Pershing Square | Withhold | Withhold | |
| 3H-3V | Pershing Square's recommendation for withholding | Pershing Square | For | For | |
| Potash Corporation of Saskatchewan Inc. | 900,000 | POT | 73755L107 | 5/17/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | The appointment of Deloitte & Touche LLP as auditors of the corporation. | Issuer | For | For | |
| 3 | The resolution (attached as Appendix B to the accompanying management proxy circular) approving the adoption of a new performance option plan, the full text of which is attached as Appendix C to the accompanying management proxy circular. | Issuer | For | For | |
| 4 | The advisory resolution (attached as Appendix D to the accompanying management proxy circular) accepting the corporation's approach to executive compensation disclosed in the accompanying management proxy circular. | Issuer | For | For | |
| Gentex Corporation | 700,000 | GNTX | 371901109 | 5/17/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | A proposal to amend the restated Articles of Incorporation to declassify the Board of Directors. | Issuer | None | No Vote | |
| 3 | A shareholder proposal requesting that the Board of Directors issue a sustainability report. | Shareholder | Against | Against | |
| 4 | Ratify the appointment of Ernst & Young LLP as the company's auditors for the fiscal year ending December 31, 2012. | Issuer | For | For | |
| 5 | To approve, by non-binding vote, compensation of named executive officers. | Issuer | For | For | |
| 6 | To approve the 2012 amended and restated nonemployee director stock option plan. | Issuer | For | For | |
| Intel Corporation | 1,700,000 | INTC | 458140100 | 5/17/12 | |
| 1A-J | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for the current year | Issuer | For | For | |
| 3 | Advisory vote to approve executive compensation | Issuer | For | For | |
| 4 | Stockholder proposal: Whether to hold an advisory vote on political contributions | Shareholder | Against | Against | |
| Urban Outfitters, Inc. | 337,747 | URBN | 917047102 | 5/22/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2013. | Issuer | For | For | |
| 3 | Shareholder proposal regarding board nominee requirements. | Shareholder | Against | Against | |
| 4 | Shareholder proposal regarding majority voting in director elections. | Shareholder | Against | Against | |
| 5 | Shareholder proposal to repeal classified board. | Shareholder | Against | Against | |
| Amgen Inc. | 650,000 | AMGN | 031162100 | 5/23/12 | |
| 1A-N | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2012. | Issuer | For | For | |
| 3 | Advisory vote to approve our executive compensation. | Issuer | For | For | |
| 4 | To approve an amendment to our Restated Certificate of Incorporation to authorize stockholder action by written consent. | Issuer | For | For | |
| 5a | Stockholder Proposal #1 (Independent Chairman of the Board) | Shareholder | Against | Against | |
| 5b | Stockholder Proposal #2 (Transparency in Animal Use) | Shareholder | Against | Against | |
| 5c | Stockholder Proposal #3 (Request for Disclosure of Lobbying Policies and Practices) | Shareholder | Against | Against | |
| 5d | Stockholder Proposal #4 (CEO to Serve on a Maximum of One Other Board) | Shareholder | Against | Against | |
| Dentsply International Inc. | 700,000 | XRAY | 249030107 | 5/23/12 | |
| 1A-C | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | To ratify the appointment of PricewaterhouseCoopers LLP, independent registered public accounting firm, to audit financial statements of the company for the year ending December 31, 2012. | Issuer | For | For | |
| 3 | To approve by advisory vote, the compensation of the company's executive officers. | Issuer | For | For | |
| 4 | To eliminate the classified board. | Shareholder | Against | Against | |
| Amazon.com, Inc. | 240,000 | AMZN | 023135106 | 5/24/12 | |
| 1A-J | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of the appointment of Ernst & Young LLP as independent auditors | Issuer | For | For | |
| 3 | Approval of the material terms of the performance goals, as amended, pursuant to Section 162(M) of the Internal Revenue Code in our 1997 stock incentive plan | Issuer | For | For | |
| 4 | Shareholder proposal regarding an assessment and report on climate change | Shareholder | Against | Against | |
| 5 | Shareholder proposal calling for certain disclosures regarding corporate political contributions | Shareholder | Against | Against | |
| Emcor Group, Inc. | 700,000 | EME | 29084Q100 | 5/31/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Approval by non-binding advisory vote of executive compensation. | Issuer | For | For | |
| 3 | Ratification of the appointment of Ernst & Young LLP as independent auditors for 2012. | Issuer | For | For | |
| Lowe's Companies, Inc. | 900,000 | LOW | 548661107 | 6/1/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal 2012. | Issuer | For | For | |
| 3 | Advisory approval of the company's executive compensation. | Issuer | For | For | |
| 4 | Approval of an amendment to the Lowe's Companies employee stock purchase plan & stock options for everyone — to increase the number of shares authorized for issuance under the plan. | Issuer | For | For | |
| 5 | Shareholder proposal regarding report on political spending. | Shareholder | Against | Against | |
| 6 | Shareholder proposal regarding executive severance agreements. | Shareholder | Against | Against | |
| 7 | Shareholder proposal regarding executive stock retention requirements. | Shareholder | Against | Against | |
| Staples, Inc. | 600,000 | SPLS | 855030102 | 6/4/12 | |
| 1A-L | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Approval of an Amendment to the Company's Restated Certificate of Incorporation to allow stockholder action by majority written consent. | Issuer | For | For | |
| 3 | Approval, on an advisory basis, of named executive officer compensation. | Issuer | For | For | |
| 4 | Approval of the Company's Amended and Restated Long Term Cash Incentive Plan. | Issuer | For | For | |
| 5 | Approval of the Company's Amended and Restated Executive Officer Incentive Plan. | Issuer | For | For | |
| 6 | Approval of the Company's 2012 Employee Stock Purchase Plan. | Issuer | For | For | |
| 7 | Ratification of the selection by the Audit Committee of Ernst & Young LLP as Staples' independent registered public accounting firm for the current fiscal year. | Issuer | For | For | |
| 8 | Non-binding stockholder proposal regarding a requirement for senior executives to hold 75% net after-tax shares acquired through compensation plans and prohibition on hedging of held shares. | Shareholder | Against | Against | |
| Gartner, Inc. | 300,000 | IT | 366651107 | 6/7/12 | |
| 1A-I | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | To approve the Company's executive compensation. | Issuer | For | For | |
| 3 | To approve the Amended and Restated Executive Performance Bonus Plan. | Issuer | For | For | |
| 4 | To ratify the appointment of KPMG as our independent registered public accounting firm for fiscal 2012. | Issuer | For | For | |
| Monster Beverage Corporation | 850,000 | MNST | 611740101 | 6/8/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2012. | Issuer | For | For | |
| 3 | Proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers. | Issuer | For | For | |
| Taiwan Semiconductor Mfg. Co. Ltd. | 1,243,297 | TSM | 874039100 | 6/12/12 | |
| 1 | To accept 2011 business report and financial statements | Issuer | For | For | |
| 2 | To approve the proposal for distribution of 2011 profits | Issuer | For | For | |
| 3 | To revise the Articles of Incorporation | Issuer | For | For | |
| 4 | To revise the rules for election of directors | Issuer | For | For | |
| Petsmart, Inc. | 700,000 | PETM | 716768106 | 6/13/12 | |
| 1A-K | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2012 fiscal year ending February 3, 2013. | Issuer | For | For | |
| 3 | To approve our 2012 Employee Stock Purchase Plan. | Issuer | For | For | |
| 4 | To approve, by an advisory vote, executive compensation. | Issuer | For | For | |
| The TJX Companies, Inc. | 1,200,000 | TJX | 872540109 | 6/13/12 | |
| 1A-J | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of appointment of independent registered public accounting firm. | Issuer | For | For | |
| 3 | Approval of material terms of executive officer performance goals under cash incentive plans. | Issuer | For | For | |
| 4 | Advisory approval of TJX's executive compensation. | Issuer | For | For | |
| Celgene Corporation | 55,500 | CELG | 151020104 | 6/13/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012. | Issuer | For | For | |
| 3 | Approval of an amendment to the Company's 2008 Stock Incentive Plan. | Issuer | For | For | |
| 4 | Approval, by non-binding vote, of executive compensation of the Company's named executive officers. | Issuer | For | For | |
| 5 | Stockholder proposal described in more detail in the proxy statement. | Shareholder | Against | Against | |
| Google Inc. | 85,000 | GOOG | 38259P508 | 6/21/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | The ratification of the appointment of Ernst & Young LLP as Google's independent registered public accounting firm for the fiscal year ending December 31, 2012. | Issuer | For | For | |
| 3A | The approval of the adoption of amendments to Google's Third Amended and Restated Certificate of Incorporation to establish the Class C capital stock and to make certain clarifying changes. | Issuer | For | For | |
| 3B | The approval of the adoption of amendments to Google's Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Class A common stock from 6 billion to 9 billion. | Issuer | For | For | |
| 3C | The approval of the adoption of amendments to Google's Third Amended and Restated Certificate of Incorporation to provide for the treatment of shares of Class A common stock in a manner that is at least as favorable as the shares of Class B common stock. | Issuer | For | For | |
| 4 | The approval of Google's 2012 Stock Plan. | Issuer | For | For | |
| 5 | The approval of Google's 2012 Incentive Compensation Plan for Employees and Consultants of Motorola Mobility. | Issuer | For | For | |
| 6 | A stockholder proposal regarding an advisory vote on political contributions, if properly presented at the meeting. | Shareholder | Against | Against | |
| 7 | A stockholder proposal regarding mandatory arbitration of certain shareholder claims, if properly presented at the meeting. | Shareholder | Against | Against | |
| 8 | A stockholder proposal regarding equal shareholder voting, if properly presented at the meeting. | Shareholder | Against | Against | |
| Best Buy Co., Inc. | 800,000 | BBY | 08651601 | 6/21/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 2, 2013, | Issuer | For | For | |
| 3 | To conduct an advisory vote to approve our named executive officer compensation. | Issuer | For | For | |
| 4 | To approve an increase in the available number of shares under the Best Buy Co., Inc. 2008 Employee Stock Purchase Plan. | Issuer | For | For | |
| 5 | To vote on a shareholder proposal recommending declassification of our Board of Directors, if properly presented at the Meeting. | Shareholder | Abstain | Abstain | |
| Bed Bath & Beyond Inc. | 250,000 | BBBY | 075896100 | 6/22/12 | |
| 1A-I | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Ratification of the appointment of KPMG LLP | Issuer | For | For | |
| 3 | To approve, by non-binding vote, the 2011 compensation paid to the company's named executive officers. | Issuer | For | For | |
| 4 | To approve the 2012 incentive compensation plan. | Issuer | For | For | |
| Proposal # | Issue/ Proposals | Shares / Proposed by | Symbol / Directors Recommend | CUSIP / Vote | Meeting Date |
| Dr. Reddy's Laboratories Limited | 8,000 | RDY | 256135203 | 7/21/11 | |
| 1 | To receive, consider and adopt the balance sheet as at 31 March 2011 and the profit & loss account of the company for the year ended on that date along with the reports of the directors' and auditors' thereon. | Issuer | For | For | |
| 2 | To declare dividend on the equity shares for the financial year 2010-11. | Issuer | For | For | |
| 3-7 | Directors' recommendation for election | Issuer | For | For | |
| 8 | Remuneration to directors other than the managing/whole-time directors. | Issuer | For | For | |
| Impala Platinum Holdings Ltd. | 4,000 | IMPUY | 452553308 | 10/26/11 | |
| 1 | Adoption of annual financial statements | Issuer | None | For | |
| 2 | Appointment of external auditors | Issuer | None | For | |
| 3A-C | Appointment of Audit and Risk Committee members | Issuer | None | For All Nominees | |
| 4 | Endorsement of the company's remuneration policy | Issuer | None | Abstain | |
| 5A-F | Reappointment of directors | Issuer | None | For All Nominees | |
| 6 | Control of unissued share capital | Issuer | None | For | |
| 7 | Acquisition of company shares by company or subsidiary | Issuer | None | For | |
| 8 | Increase in directors' remuneration | Issuer | None | Abstain | |
| 9 | Financial assistance | Issuer | None | Abstain | |
| Sasol Limited | 6,500 | SSL | 803866300 | 11/25/11 | |
| 1A-D | To elect each by way of a separate vote, the following directors retiring in terms of article 75(d) and 75(e) of the company's memorandum of incorporation | Issuer | None | For All Nominees | |
| 2A-C | To elect each by way of a separate vote, the following directors who retired in terms of article 75(i) of the company's memorandum of incorporation | Issuer | None | For All Nominees | |
| 3 | To elect, DE Constable who is required to retire in terms of article 75(h) of the company's memorandum of incorporation | Issuer | None | For | |
| 4 | To re-appoint the auditors, KPMG Inc. for the financial year ending 30 June 2012 | Issuer | None | For | |
| 5A-D | Directors' recommendation for election to the audit committee | Issuer | None | For All Nominees | |
| 6 | Special resolution number 1 — to approve the remuneration payable to non-executive directors of the company for their services as directors for the period 1 July 2011 until the date of the next annual general meeting | Issuer | None | For | |
| 7 | Advisory endorsement — to endorse, on a non-binding advisory basis, the company's remuneration policy for the year ending 30 June 2012 and its implementation | Issuer | None | For | |
| 8 | Special resolution number 2 — to authorise the board to approve loans or other financial assistance to subsidiaries and juristic persons that the company directly or indirectly controls | Issuer | None | For | |
| 9 | Special resolution number 3 — to authorise the board to approve loans or other financial assistance to any person and/or corporation that is or becomes related or inter-related to the company as contemplated in the Act and/or to a member of such a related or inter-related corporation and/or to a person related to such corporation (other than those referred to in special resolution number 2) | Issuer | None | For | |
| 10 | Special resolution number 4 — to authorise the board to approve loans or other financial assistance to the Sasol Inzalo Public Facilitation Trust | Issuer | None | For | |
| 11 | Special resolution number 5 — to authorise the board to approve the acquisition by the company or by any of its subsidiaries of the company's securities | Issuer | None | For | |
| 12 | Special resolution number 6 — to authorise the board, when any general repurchase by the company of its securities takes place, to approve the purchase by the company, of its issued securities from a director and/or a prescribed officer of the company, and/or person related to director or prescribed officer of the company | Issuer | None | For | |
| 13 | Ordinary resolution number 1 — to approve an amendment to Sasol Inzalo Foundation Trust Deed to increase the contractual ceiling of any dividend declared in respect of the ordinary shares in the company | Issuer | None | For | |
| Mindray Medical Int'l Ltd. | 4,000 | MR | 602675100 | 12/19/11 | |
| 1-3 | Directors' recommendation for re-election | Issuer | For | For All Nominees | |
| 4 | Ratification of the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ending December 31, 2011. | Issuer | For | For | |
| LAN Airlines S.A. | 14,000 | LFL | 501723100 | 12/21/11 | |
| 1 | Approve the merger of LAN Airlines S.A. & sister Holdco S.A. & Holdco II S.A., two special purpose companies that have been created exclusively for purposes of this transaction & where shares of TAM S.A. will be, directly or indirectly, held prior to their consolidation into LAN, subject to (I) the terms and conditions of certain implementation agreement & exchange offer agreement, both dated January 18, 2011; & (II) a final decision, in the Reclamacion pending before the Chilean Supreme Court, all as more fully described in the proxy statement. | Issuer | For | For | |
| 2 | Approve the audited financial statements of LAN, sister Holdco S.A. and Holdco II S.A. as of September 30, 2011 and the Informe Pericial, all in accordance with Section 99 of the Chilean Corporation Law. | Issuer | For | For | |
| 3 | Change of the corporate name of LAN Airlines Group S.A. to Latam Airlines Group S.A. | Issuer | For | For | |
| 4 | Approve the bylaws of Latam Airlines Group S.A., including any amendments thereof to be resolved by the shareholders' meeting. | Issuer | For | For | |
| 5 | Grant all necessary authorizations and powers of attorney needed to carry out and implement the proposed business combination between LAN and TAM S.A. | Issuer | For | For | |
| 6 | Adopt any other resolution necessary to carry out and implement the proposed business combination between LAN and TAM S.A. | Issuer | For | For | |
| 7 | Approve increase of the capital of LAN in an additional amount determined by the shareholders' meeting, through the issuance of 4,800,000 shares of common stock; approve that these 4,800,000 common stock shares & any common stock shares of LAN included in paragraph 1. above & not used for purposes of mergers be used to create & implement a stock option plan for employees of Latam Airlines Group S.A. and its affiliates, as provided in Section 24 of the Chilean Corporation Law & delegate in board authority to determine placement conditions of these shares of common stock. | Issuer | For | For | |
| VF Corporation | 3,000 | VFC | 918204108 | 4/24/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Advisory vote to approve named executive officer compensation. | Issuer | For | For | |
| 3 | Ratification of the selection of PricewaterhouseCoopers LLP as VF's independent registered public accounting firm for the 2012 fiscal year. | Issuer | For | For | |
| 4 | Shareholder proposal to repeal classified board. | Shareholder | Against | Against | |
| America Movil, S.A.B. De C.V. | 8,000 | AMX | 02364W105 | 4/25/12 | |
| 1 | Appointment or, as the case may be, reelection of the members of the Board of Directors of the company that the holders of the Series "L" shares are entitled to appoint. Adoption of resolutions thereon. | Issuer | None | For | |
| 2 | Appointment of delegates to execute, and if, applicable, formalize the resolutions adopted by the meeting. Adoption of resolutions thereon. | Issuer | None | For | |
| LAN Airlines S.A. | 14,000 | LFL | 501723100 | 4/26/12 | |
| 1 | Approval of the annual report, balance sheet and financial statements for the fiscal year ending December 31, 2011 | Issuer | For | For | |
| 2 | Approval of payment of final dividend on account of 2011 fiscal profits, all as more fully described in the proxy statement | Issuer | For | For | |
| 3 | The election of the company's Board of Directors | Issuer | For | For | |
| 4 | The compensation to be paid to the company's Board of Directors for the fiscal year ending December 31, 2012 | Issuer | For | For | |
| 5 | The compensation to be paid to the company's audit committee and its budget for the fiscal year ending December 31, 2012 | Issuer | For | For | |
| 6 | Appointment of external auditing firm and risk rating agencies; reports on matters indicated in XVI of Companies Law 18,046 | Issuer | For | For | |
| 7 | Information on the cost of processing, printing and sending the information indicated in circular 1816 of the Securities and Insurance Commission | Issuer | For | For | |
| 8 | Designation of the newspaper in which the company will make publications | Issuer | For | For | |
| 9 | Other matters of corporate interest within the purview of a regular shareholders meeting of the company | Issuer | For | For | |
| Southern Copper Corporation | 4,042 | SCCO | 84265V105 | 4/26/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For | |
| 2 | Ratify the audit committee's selection of Galaz, Yamazaki, Ruiz Urquiza, S.C., member firm of Deloitte & Touche Tohmatsu Limited as independent accountants for 2012. | Issuer | For | For | |
| 3 | Approve, by non-binding vote, executive compensation. | Issuer | For | For | |
| Sociedad Quimica Y Minera De Chile S.A. | 6,000 | SQM | 833635105 | 4/26/12 | |
| 1 | SQM's balance sheet, financial statements, annual report, inspectors of account report, and external auditors report for the business year which ended on December 31, 2011. | Issuer | None | For | |
| 2 | Appointment of the external audit company — external auditors and of the inspector of accounts for the exercise of the business year 2012. | Issuer | None | For | |
| 3 | Operations referred to under Title XVI of the Law No. 18,046. | Issuer | None | For | |
| 4 | Investment and finance policies. | Issuer | None | For | |
| 5 | Net income for the business year 2011, definitive dividend distribution, and future dividend policy. | Issuer | None | For | |
| 6 | Board of Directors expenditures during 2011. | Issuer | None | For | |
| 7 | Board member compensation. | Issuer | None | For | |
| 8 | Issues related to the directors and audit committees. | Issuer | None | For | |
| 9 | Other corresponding matters in conformance with the pertinent provisions. | Issuer | None | For | |
| Companhia Paranaense De Energia — Copel | 5,000 | ELP | 20441B407 | 4/26/12 | |
| 4 | To elect the members of the Fiscal Council due to end of term of office. | Issuer | None | For | |
| Tenaris, S.A. | 7,000 | TS | 88031M109 | 5/2/12 | |
| A1 | Consideration of the consolidated management report and related management certifications on the Company's consolidated financial statements as of and for the year ended December 31, 2011, and on the annual accounts as at December 31, 2011, and of the independent auditor's reports on such consolidated financial statements and annual accounts. | Issuer | None | For | |
| A2 | Approval of the Company's consolidated financial statements as of and for the year ended December 31, 2011. | Issuer | None | For | |
| A3 | Approval of the Company's annual account as at December 31, 2011. | Issuer | None | For | |
| A4 | Allocation of results and approval of dividend payment for the year ended December 31, 2011. | Issuer | None | For | |
| A5 | Discharge of the members of the Board of Directors for the exercise of their mandate during the year ended December 31, 2011. | Issuer | None | For | |
| A6 | Election of members of the Board of Directors. | Issuer | None | For All Nominees | |
| A7 | Compensation of members of the Board of Directors. | Issuer | None | For | |
| A8 | Appointment of the independent auditors for the fiscal year ending December 31, 2012, and approval of their fees. | Issuer | None | For | |
| A9 | Authorization to the Board of Directors to cause 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. | Issuer | None | For | |
| E1 | Decision on the renewal of the authorized share capital of the Company and related authorizations and waivers. | Issuer | None | For | |
| E2 | The amendment of article 10 "Minutes of the Board" of the Company's Articles of Association. | Issuer | None | For | |
| E3 | The amendment of article 11 "Powers" of the Company's Articles of Association. | Issuer | None | For | |
| E4 | The amendment of article 13 "Auditors" of the Company's Articles of Association. | Issuer | None | For | |
| E5 | The amendment of article 15 "Date and Place" of the Company's Articles of Association. | Issuer | None | For | |
| E6 | The amendment of article 16 "Notices of Meeting" of the Company's Articles of Association. | Issuer | None | For | |
| E7 | The amendment of article 17 "Admission" of the Company's Articles of Association. | Issuer | None | For | |
| E8 | The amendment of article 19 "Vote and Minutes" of the Company's Articles of Association. | Issuer | None | For | |
| E9 | The amendment of title V "Financial Year, Distribution of Profits" of the Company's Articles of Association. | Issuer | None | For | |
| E10 | The amendment of article 20 "Financial Year" of the Company's Articles of Association. | Issuer | None | For | |
| E11 | The amendment of article 21 "Distribution of Profits" of the Company's Articles of Association. | Issuer | None | For | |
| Mead Johnson Nutrition Company | 4,500 | MJN | 582839106 | 5/4/12 | |
| 1A-J | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Advisory approval of named executive officer compensation | Issuer | For | For | |
| 3 | The ratification of the of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2012 | Issuer | For | For | |
| China Petroleum & Chemical Corporation | 800 | SNP | 16941R108 | 5/11/12 | |
| 1 | To consider and approve the Report of the Fourth Session of the Board of Directors of Sinopec Corp. (including the report of the Board of Directors of Sinopec Corp. for the year 2011). | Issuer | None | For | |
| 2 | To consider and approve the Report of the Fourth Session of the Board of Supervisors of Sinopec Corp. (including the report of the Board of Supervisors of Sinopec Corp. for the year 2011). | Issuer | None | For | |
| 3 | To consider and approve the audited financial reports and audited consolidated financial reports of Sinopec Corp. for the year ended 31 December 2011. | Issuer | None | For | |
| 4 | To consider and approve the plan for allocating any surplus common reserve funds at the amount of RMB 30 billion from the after-tax profits. | Issuer | None | For | |
| 5 | To consider and approve the profit distribution plan of Sinopec Corp. for the year ended 31 December 2011. | Issuer | None | For | |
| 6 | To authorise the Board of Directors of Sinopec Corp. (the "Board") to determine the interim profit distribution plan of Sinopec Corp. for the year 2012. | Issuer | None | For | |
| 7 | To consider and approve the re-appointment of KPMG Huazhen and KPMG as the domestic and overseas auditors of Sinopec Corp. for the year 2012, respectively, and to authorise the Board to determine their remunerations. | Issuer | None | For | |
| 8 | Directors' recommendation for election to the Fifth Session of the Board of Directors | Issuer | None | For All Nominees | |
| 9 | Directors' recommendation for election to the Fifth Session of the Board of Supervisors | Issuer | None | For All Nominees | |
| 10 | To consider and approve service contracts between Sinopec Corp. and directors of the Fifth Session of the Board (including emoluments provisions), and service contracts between Sinopec Corp. and supervisors of the Fifth Session of the Board of Supervisors (including emoluments provisions). | Issuer | None | For | |
| 11 | To authorise the secretary to the Board to, on behalf of Sinopec Corp., deal with all procedural requirements in relation to the election and re-election of directors and supervisors of Sinopec Corp. such as applications, approval, registrations and filings. | Issuer | None | For | |
| 12 | To approve the proposed amendments to the articles of association of Sinopec Corp. | Issuer | None | For | |
| 13 | To authorise the secretary to the Board to, on behalf of Sinopec Corp. deal with all procedural requirements such as applications, approvals, registrations, and filings in relation to the proposed amendments to the articles of association (including cosmetic amendments as requested by the regulatory authorities). | Issuer | None | For | |
| 14 | To authorise the Board to determine the proposed plan for the issuance of debt financing instrument(s). | Issuer | None | For | |
| 15 | To grant to the Board a general mandate to issue new domestic shares and/or overseas listed foreign shares. | Issuer | None | For | |
| P.T. Telekomunikasi Indonesia, TBK | 7,000 | TLK | 715684106 | 5/11/12 | |
| 1 | Approval of the company's annual report for the 2011 financial year, including the Board of Commissioners' supervisory report | Issuer | For | For | |
| 2 | Ratification of financial statements and partnership and community development program, annual report and acquittal and discharge of all members of Board of Directors and Commissioners | Issuer | For | For | |
| 3 | Report on the utilization of the net proceed from public offering in Telkom Bond II 2010 | Issuer | For | For | |
| 4 | Appropriation of the company's net income for the 2011 financial year | Issuer | For | For | |
| 5 | Determination of remuneration for members of the Board of Directors and the Board of Commissioners for 2012 financial year | Issuer | For | For | |
| 6 | Appointment of a public accounting firm to audit the company's financial statements for the 2012 financial year, including audit of internal control over financial reporting and appointment of a public accounting firm to audit the financial statement of the partnership and community development program | Issuer | For | For | |
| 7 | Amendment to the company's article of association | Issuer | For | For | |
| 8 | Changes to the formation of the Board of Directors and Board of Commissioners | Issuer | For | For | |
| Infosys Technologies Limited | 8,000 | INFY | 456788108 | 6/9/12 | |
| 1 | To receive, consider and adopt the balance sheet as at March 31, 2012, the profit and loss account for the year ended on that date and the report the report of the directors & auditors thereon. | Issuer | None | For | |
| 2 | To declare the final and special dividend for the financial year ended March 31, 2012. | Issuer | None | For | |
| 3-6 | Directors' recommendation for election in place of directors retiring by rotation. | Issuer | None | For All Nominees | |
| 7 | To appoint auditors to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting and to fix the remuneration. | Issuer | None | For | |
| 8-11 | Directors' recommendation for election of directors liable to retire by rotation. | Issuer | None | For All Nominees | |
| 12 | Remuneration in the form of commission for non-executive directors. | Issuer | None | For | |
| Mercadolibre, Inc. | 3,200 | MELI | 58733R102 | 6/14/12 | |
| 1A-B | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Advisory vote on the compensation of our named executive officers | Issuer | For | For | |
| 3 | Ratification of the appointment of Deloitte & Co. S.R.L. as our independent registered public accounting firm for the fiscal year ending December 31, 2012 | Issuer | For | For | |
| FX Energy, Inc. | 20,000 | FXEN | 302695101 | 6/14/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | To ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the 2012 fiscal year. | Issuer | For | For | |
| 3 | To transact such other business as may properly come before the annual meeting or any adjournment(s) thereof. | Issuer | For | For | |
| Nidec Corporation | Issuer | NJ | 654090109 | 6/26/12 | |
| 1 | Directors' recommendation for election | Issuer | For | For All Nominees | |
| 2 | Appointment of one candidate to the Board of Corporate Auditors | Issuer | For | For All Nominees | |
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 durly authorized.
AMANA MUTUAL FUNDS TRUST
By /s/ Nicholas Kaiser
Nicholas Kaiser, President
Date: August 31, 2012
