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 811-22021 The Gabelli Healthcare & Wellness(Rx) Trust (Exact name of registrant as specified in charter) One Corporate Center Rye, New York 10580-1422 (Address of principal executive offices) (Zip code) Anges Mullady Gabelli Funds, LLC One Corporate Center Rye, New York 10580-1422 (Name and address of agent for service) Registrant's telephone number, including area code: 1-800-422-3554 Date of fiscal year end: December 31 Date of reporting period: July 1, 2012 - June 30, 2013 Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. PROXY VOTING RECORD FOR PERIOD JULY 1, 2012 TO JUNE 30, 2013 INVESTMENT COMPANY REPORT LIFEWAY FOODS, INC. SECURITY 531914109 MEETING TYPE Annual TICKER SYMBOL LWAY MEETING DATE 06-Jul-2012 ISIN US5319141090 AGENDA 933644850 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1 DIRECTOR Management 1 LUDMILA SMOLYANSKY For For 2 JULIE SMOLYANSKY For For 3 POL SIKAR For For 4 RENZO BERNARDI For For 5 GUSTAVO CARLOS VALLE For For 2 RATIFICATION OF PLANTE & MORAN, PLLC, Management For For AS INDEPENDENT AUDITORS. THE COCA-COLA COMPANY SECURITY 191216100 MEETING TYPE Special TICKER SYMBOL KO MEETING DATE 10-Jul-2012 ISIN US1912161007 AGENDA 933646385 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 01 TO AMEND ARTICLE FOURTH OF THE Management For For COMPANY'S RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE AUTHORIZED COMMON STOCK OF THE COMPANY FROM 5,600,000,000 SHARES, PAR VALUE $.25 PER SHARE, TO 11,200,000,000 SHARES, PAR VALUE $.25 PER SHARE, AND TO EFFECT A SPLIT OF THE ISSUED COMMON STOCK OF THE COMPANY BY CHANGING EACH ISSUED SHARE OF COMMON STOCK INTO TWO SHARES OF COMMON STOCK. MCKESSON CORPORATION SECURITY 58155Q103 MEETING TYPE Annual TICKER SYMBOL MCK MEETING DATE 25-Jul-2012 ISIN US58155Q1031 AGENDA 933661399 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: ANDY D. BRYANT Management For For 1B. ELECTION OF DIRECTOR: WAYNE A. BUDD Management For For 1C. ELECTION OF DIRECTOR: JOHN H. Management For For HAMMERGREN 1D. ELECTION OF DIRECTOR: ALTON F. IRBY III Management For For 1E. ELECTION OF DIRECTOR: M. CHRISTINE Management For For JACOBS 1F. ELECTION OF DIRECTOR: MARIE L. Management For For KNOWLES 1G. ELECTION OF DIRECTOR: DAVID M. Management For For LAWRENCE, M.D. 1H. ELECTION OF DIRECTOR: EDWARD A. Management For For MUELLER 1I. ELECTION OF DIRECTOR: JANE E. SHAW, Management For For PH.D. 2. RATIFICATION OF THE APPOINTMENT OF Management For For DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE ON EXECUTIVE Management Abstain Against COMPENSATION. 4. STOCKHOLDER PROPOSAL ON ACTION BY Shareholder Against For WRITTEN CONSENT OF STOCKHOLDERS. 5. STOCKHOLDER PROPOSAL ON AN Shareholder Against For INDEPENDENT BOARD CHAIRMAN. 6. STOCKHOLDER PROPOSAL ON SIGNIFICANT Shareholder Against For EXECUTIVE STOCK RETENTION UNTIL REACHING NORMAL RETIREMENT AGE. 7. STOCKHOLDER PROPOSAL ON Shareholder Against For ACCELERATED VESTING OF EQUITY AWARDS. ITO EN,LTD. SECURITY J25027103 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 26-Jul-2012 ISIN JP3143000002 AGENDA 703957855 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1 Approve Appropriation of Surplus Management For For 2.1 Appoint a Director Management For For 2.2 Appoint a Director Management For For 2.3 Appoint a Director Management For For 2.4 Appoint a Director Management For For 2.5 Appoint a Director Management For For 2.6 Appoint a Director Management For For 2.7 Appoint a Director Management For For 2.8 Appoint a Director Management For For 2.9 Appoint a Director Management For For 2.10 Appoint a Director Management For For 2.11 Appoint a Director Management For For 2.12 Appoint a Director Management For For 2.13 Appoint a Director Management For For 2.14 Appoint a Director Management For For 2.15 Appoint a Director Management For For 2.16 Appoint a Director Management For For 3 Appoint a Corporate Auditor Management For For ROCK FIELD CO.,LTD. SECURITY J65275109 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 27-Jul-2012 ISIN JP3984200000 AGENDA 703958960 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1 Approve Appropriation of Surplus Management For For 2.1 Appoint a Director Management For For 2.2 Appoint a Director Management For For 2.3 Appoint a Director Management For For 2.4 Appoint a Director Management For For 2.5 Appoint a Director Management For For 2.6 Appoint a Director Management For For 2.7 Appoint a Director Management For For 2.8 Appoint a Director Management For For 2.9 Appoint a Director Management For For GEN-PROBE INCORPORATED SECURITY 36866T103 MEETING TYPE Special TICKER SYMBOL GPRO MEETING DATE 31-Jul-2012 ISIN US36866T1034 AGENDA 933667000 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. PROPOSAL TO ADOPT THE AGREEMENT Management For For AND PLAN OF MERGER BY AND AMONG GEN-PROBE INCORPORATED, HOLOGIC, INC. AND GOLD ACQUISITION CORP., AS IT MAY BE AMENDED FROM TIME TO TIME (THE "AGREEMENT AND PLAN OF MERGER"). 2. PROPOSAL TO ADJOURN THE SPECIAL Management For For MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE PROPOSAL 1 AT THE TIME OF THE SPECIAL MEETING. 3. PROPOSAL TO APPROVE, ON A NON- Management Abstain Against BINDING ADVISORY BASIS, CERTAIN COMPENSATION ARRANGEMENTS FOR GEN-PROBE INCORPORATED'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE AGREEMENT AND PLAN OF MERGER. LECROY CORPORATION SECURITY 52324W109 MEETING TYPE Special TICKER SYMBOL LCRY MEETING DATE 02-Aug-2012 ISIN US52324W1099 AGENDA 933668189 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF MAY 28, 2012, BY AND AMONG LECROY CORPORATION, A DELAWARE CORPORATION, TELEDYNE TECHNOLOGIES INCORPORATED, A DELAWARE CORPORATION ("TELEDYNE"), AND LUNA MERGER SUB, INC., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF TELEDYNE. 2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO LECROY CORPORATION'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, INCLUDING THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. 3. TO ADJOURN THE SPECIAL MEETING, IF Management For For NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. THE J. M. SMUCKER COMPANY SECURITY 832696405 MEETING TYPE Annual TICKER SYMBOL SJM MEETING DATE 15-Aug-2012 ISIN US8326964058 AGENDA 933665436 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: PAUL J. DOLAN Management For For 1B. ELECTION OF DIRECTOR: NANCY LOPEZ Management For For KNIGHT 1C. ELECTION OF DIRECTOR: GARY A. OATEY Management For For 1D. ELECTION OF DIRECTOR: ALEX SHUMATE Management For For 1E. ELECTION OF DIRECTOR: TIMOTHY P. Management For For SMUCKER 2. RATIFICATION OF APPOINTMENT OF ERNST Management For For & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. 3. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against EXECUTIVE COMPENSATION. BOARD RECOMMENDS YOU VOTE "AGAINST" PROPOSALS 4 & 5 4. SHAREHOLDER PROPOSAL URGING Shareholder Against For DIRECTORS TO ACT TO REPEAL THE CLASSIFIED BOARD OF DIRECTORS. 5. SHAREHOLDER PROPOSAL REQUESTING AN Shareholder Against For EXPANDED GREEN COFFEE SUSTAINABILITY PLAN. PSS WORLD MEDICAL, INC. SECURITY 69366A100 MEETING TYPE Annual TICKER SYMBOL PSSI MEETING DATE 16-Aug-2012 ISIN US69366A1007 AGENDA 933666236 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF CLASS I DIRECTOR: JEFFREY Management For For C. CROWE 1B. ELECTION OF CLASS I DIRECTOR: A. HUGH Management For For GREENE 1C. ELECTION OF CLASS I DIRECTOR: STEVEN Management For For T. HALVERSON 2. RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. 3. APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. MEDTRONIC, INC. SECURITY 585055106 MEETING TYPE Annual TICKER SYMBOL MDT MEETING DATE 23-Aug-2012 ISIN US5850551061 AGENDA 933668040 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1 DIRECTOR Management 1 RICHARD H. ANDERSON For For 2 VICTOR J. DZAU, M.D. For For 3 OMAR ISHRAK For For 4 SHIRLEY ANN JACKSON PHD For For 5 MICHAEL O. LEAVITT For For 6 JAMES T. LENEHAN For For 7 DENISE M. O'LEARY For For 8 KENDALL J. POWELL For For 9 ROBERT C. POZEN For For 10 JACK W. SCHULER For For 2 TO RATIFY THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS MEDTRONIC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 A NON-BINDING ADVISORY VOTE TO Management Abstain Against APPROVE EXECUTIVE COMPENSATION (A "SAY-ON-PAY" VOTE). 4 TO AMEND THE COMPANY'S ARTICLES OF Management For For INCORPORATION TO PROVIDE FOR MAJORITY VOTE IN UNCONTESTED ELECTIONS OF DIRECTORS. 5 TO APPROVE THE PROXY ACCESS Shareholder Against For SHAREHOLDER PROPOSAL. 6 TO APPROVE ADOPTION OF A SIMPLE Shareholder Against For MAJORITY SHAREHOLDER PROPOSAL. VITASOY INTERNATIONAL HOLDINGS LTD SECURITY Y93794108 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 28-Aug-2012 ISIN HK0345001611 AGENDA 703975031 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- CMMT PLEASE NOTE THAT THE COMPANY NOTICE Non-Voting IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/SEH K/2012/0718/LTN20120718117.pdf CMMT PLEASE NOTE IN THE HONG KONG MARKET Non-Voting THAT A VOTE OF "ABSTAIN" WILL BE TREATED-THE SAME AS A "TAKE NO ACTION" VOTE. 1 To receive and adopt the audited Financial Management For For Statements and the Reports of the Directors and Auditors for the year ended 31st March, 2012 2 To declare a Final Dividend Management For For 3ai To re-elect Dr. the Hon. Sir David Kwok-po Li as Management For For Director 3aii To re-elect Mr. Jan P. S. Erlund as Director Management For For 3.b To fix the remuneration of the Directors Management For For 4 To appoint Auditors and authorise the Directors Management For For to fix their remuneration 5.a To grant an unconditional mandate to the Management For For Directors to issue, allot and deal with additional shares of the Company 5.b To grant an unconditional mandate to the Management For For Directors to repurchase shares of the Company 5.c To add the nominal value of the shares Management For For repurchased pursuant to Resolution 5B to the nominal value of the shares available pursuant to Resolution 5A 5.d To approve the grant of options to Mr. Winston Management For For Yau-lai Lo under the Existing Share Option Scheme 5.e To approve and adopt the New Share Option Management For For Scheme H.J. HEINZ COMPANY SECURITY 423074103 MEETING TYPE Annual TICKER SYMBOL HNZ MEETING DATE 28-Aug-2012 ISIN US4230741039 AGENDA 933666010 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: W.R. JOHNSON Management For For 1B. ELECTION OF DIRECTOR: C.E. BUNCH Management For For 1C. ELECTION OF DIRECTOR: L.S. COLEMAN, JR. Management For For 1D. ELECTION OF DIRECTOR: J.G. DROSDICK Management For For 1E. ELECTION OF DIRECTOR: E.E. HOLIDAY Management For For 1F. ELECTION OF DIRECTOR: C. KENDLE Management For For 1G. ELECTION OF DIRECTOR: D.R. O'HARE Management For For 1H. ELECTION OF DIRECTOR: N. PELTZ Management For For 1I. ELECTION OF DIRECTOR: D.H. REILLEY Management For For 1J. ELECTION OF DIRECTOR: L.C. SWANN Management For For 1K. ELECTION OF DIRECTOR: T.J. USHER Management For For 1L. ELECTION OF DIRECTOR: M.F. WEINSTEIN Management For For 2. RATIFICATION OF INDEPENDENT Management For For REGISTERED PUBLIC ACCOUNTING FIRM 3. APPROVAL OF THE H.J. HEINZ COMPANY Management For For FY2013 STOCK INCENTIVE PLAN 4. RE-APPROVAL OF THE PERFORMANCE Management For For MEASURES INCLUDED IN THE H.J. HEINZ COMPANY FY03 STOCK INCENTIVE PLAN 5. ADVISORY APPROVAL OF THE COMPANY'S Management For For NAMED EXECUTIVE OFFICER COMPENSATION TEVA PHARMACEUTICAL INDUSTRIES LIMITED SECURITY 881624209 MEETING TYPE Annual TICKER SYMBOL TEVA MEETING DATE 12-Sep-2012 ISIN US8816242098 AGENDA 933679447 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. TO APPROVE THE RESOLUTION OF THE Management For For BOARD OF DIRECTORS TO DECLARE AND DISTRIBUTE THE CASH DIVIDENDS FOR THE YEAR ENDED DECEMBER 31, 2011, PAID IN FOUR INSTALLMENTS IN AN AGGREGATE AMOUNT OF NIS 3.40 (APPROXIMATELY US$0.95, ACCORDING TO THE APPLICABLE EXCHANGE RATES PER ORDINARY SHARE (OR ADS). 2A. ELECTION OF DIRECTOR: DR. PHILLIP Management For For FROST 2B. ELECTION OF DIRECTOR: MR. ROGER Management For For ABRAVANEL 2C. ELECTION OF DIRECTOR: PROF. RICHARD A. Management For For LERNER 2D. ELECTION OF DIRECTOR: MS. GALIA MAOR Management For For 2E. ELECTION OF DIRECTOR: MR. EREZ Management For For VIGODMAN 3A. TO APPROVE THE PAYMENT TO EACH OF Management For For THE COMPANY'S DIRECTORS, OTHER THAN THE CHAIRMAN AND THE VICE CHAIRMAN OF THE BOARD OF DIRECTORS, OF AN ANNUAL FEE IN THE NIS EQUIVALENT OF US$190,000 (ACCORDING TO THE EXCHANGE RATE ON THE DATE OF APPROVAL BY SHAREHOLDERS) PLUS VAT (AS APPLICABLE) PLUS A PER MEETING FEE OF US$2,000 (ACCORDING TO THE EXCHANGE RATE ON THE DATE OF APPROVAL BY SHAREHOLDERS) PLUS VAT (AS APPLICABLE). SUCH PAYMENTS WILL BE ADJUSTED BASED ON THE ISRAELI CONSUMER PRICE INDEX SUBSEQUENT TO THE DATE OF APPROVAL BY SHAREHOLDERS. 3B. TO APPROVE THE REIMBURSEMENT AND Management For For REMUNERATION FOR DR. PHILLIP FROST, CHAIRMAN OF THE BOARD OF DIRECTORS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 3C. TO APPROVE PAYMENT TO PROF. MOSHE Management For For MANY, FOR HIS SERVICE AS VICE CHAIRMAN OF THE BOARD OF DIRECTORS, OF AN ANNUAL FEE IN THE NIS EQUIVALENT OF US$400,000 (ACCORDING TO THE EXCHANGE RATE ON THE DATE OF APPROVAL BY SHAREHOLDERS) PLUS VAT (AS APPLICABLE), FOR SUCH TIME AS PROF. MANY CONTINUES TO SERVE AS VICE CHAIRMAN OF THE BOARD OF DIRECTORS. SUCH PAYMENT WILL BE ADJUSTED BASED ON THE ISRAELI CONSUMER PRICE INDEX SUBSEQUENT TO THE DATE OF APPROVAL BY SHAREHOLDERS. 4. TO APPROVE CERTAIN AMENDMENTS TO Management For For THE COMPANY'S ARTICLES OF ASSOCIATION IN THE MANNER DESCRIBED IN THE COMPANY'S PROXY STATEMENT AND AS REFLECTED IN THE AMENDED ARTICLES OF ASSOCIATION ATTACHED THERETO. 5. TO APPROVE INDEMNIFICATION AND Management For For RELEASE AGREEMENTS FOR THE DIRECTORS OF THE COMPANY. 6. TO APPOINT KESSELMAN & KESSELMAN, A Management For For MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNTIL THE 2013 ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE ITS COMPENSATION, PROVIDED SUCH COMPENSATION IS ALSO APPROVED BY THE AUDIT COMMITTEE. GENERAL MILLS, INC. SECURITY 370334104 MEETING TYPE Annual TICKER SYMBOL GIS MEETING DATE 24-Sep-2012 ISIN US3703341046 AGENDA 933676201 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: BRADBURY H. Management For For ANDERSON 1B. ELECTION OF DIRECTOR: R. KERRY CLARK Management For For 1C. ELECTION OF DIRECTOR: PAUL DANOS Management For For 1D. ELECTION OF DIRECTOR: WILLIAM T. ESREY Management For For 1E. ELECTION OF DIRECTOR: RAYMOND V. Management For For GILMARTIN 1F. ELECTION OF DIRECTOR: JUDITH RICHARDS Management For For HOPE 1G. ELECTION OF DIRECTOR: HEIDI G. MILLER Management For For 1H. ELECTION OF DIRECTOR: HILDA OCHOA- Management For For BRILLEMBOURG 1I. ELECTION OF DIRECTOR: STEVE ODLAND Management For For 1J. ELECTION OF DIRECTOR: KENDALL J. Management For For POWELL 1K. ELECTION OF DIRECTOR: MICHAEL D. ROSE Management For For 1L. ELECTION OF DIRECTOR: ROBERT L. RYAN Management For For 1M. ELECTION OF DIRECTOR: DOROTHY A. Management For For TERRELL 2. CAST AN ADVISORY VOTE ON EXECUTIVE Management Abstain Against COMPENSATION. 3. RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For GENERAL MILLS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. GAYLORD ENTERTAINMENT COMPANY SECURITY 367905106 MEETING TYPE Special TICKER SYMBOL GET MEETING DATE 25-Sep-2012 ISIN US3679051066 AGENDA 933681389 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management Against Against MERGER DATED JULY 27, 2012 BY AND BETWEEN GAYLORD ENTERTAINMENT COMPANY AND GRANITE HOTEL PROPERTIES, INC., A WHOLLY-OWNED SUBSIDIARY OF GAYLORD, WHICH IS PART OF RESTRUCTURING TRANSACTIONS INTENDED TO ENABLE US TO QUALIFY AS A REAL ESTATE INVESTMENT TRUST, OR REIT, FOR FEDERAL INCOME TAX PURPOSES. 2. TO APPROVE THE ISSUANCE OF UP TO Management Against Against 34,000,000 SHARES OF OUR COMMON STOCK AS PART OF A ONE-TIME SPECIAL DISTRIBUTION RELATED TO THE DISTRIBUTION OF OUR ACCUMULATED EARNINGS AND PROFITS TO STOCKHOLDERS IN CONNECTION WITH THE REIT CONVERSION. 3. TO PERMIT OUR BOARD OF DIRECTORS TO Management Against Against ADJOURN THE SPECIAL MEETING, IF NECESSARY, FOR FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE ORIGINALLY SCHEDULED TIME OF THE SPECIAL MEETING TO APPROVE THE FOREGOING PROPOSALS. PAR PHARMACEUTICAL COMPANIES, INC. SECURITY 69888P106 MEETING TYPE Special TICKER SYMBOL PRX MEETING DATE 27-Sep-2012 ISIN US69888P1066 AGENDA 933683408 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF JULY 14, 2012 (THE "MERGER AGREEMENT"), BY AND AMONG PAR PHARMACEUTICAL COMPANIES, INC. (THE "COMPANY"), SKY GROWTH HOLDINGS CORPORATION, A DELAWARE CORPORATION ("PARENT") AND SKY GROWTH ACQUISITION CORPORATION, A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF PARENT ("MERGER SUB"). 2. TO CONSIDER AND VOTE ON A NON- Management Abstain Against BINDING, ADVISORY PROPOSAL TO APPROVE THE COMPENSATION THAT MAY BECOME PAYABLE TO THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER. 3. TO APPROVE THE ADJOURNMENT OF THE Management For For SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ESTABLISH A QUORUM OR ADOPT THE MERGER AGREEMENT. 3SBIO INC. SECURITY 88575Y105 MEETING TYPE Annual TICKER SYMBOL SSRX MEETING DATE 10-Oct-2012 ISIN US88575Y1055 AGENDA 933686707 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A RE-ELECTION OF DIRECTOR: MOUJIA QI Management For For 1B RE-ELECTION OF DIRECTOR: DR. DONGMEI Management For For SU 1C RE-ELECTION OF DIRECTOR: TIANRUO Management For For (ROBERT) PU 2 TO RATIFY THE APPOINTMENT OF ERNST & Management For For YOUNG HUA MING ("E&Y") AS THE INDEPENDENT AUDITOR OF 3SBIO INC. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. THE HILLSHIRE BRANDS COMPANY SECURITY 432589109 MEETING TYPE Annual TICKER SYMBOL HSH MEETING DATE 25-Oct-2012 ISIN US4325891095 AGENDA 933686694 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: TODD A. BECKER Management For For 1B. ELECTION OF DIRECTOR: CHRISTOPHER B. Management For For BEGLEY 1C. ELECTION OF DIRECTOR: ELLEN L. Management For For BROTHERS 1D. ELECTION OF DIRECTOR: VIRGIS W. Management For For COLBERT 1E. ELECTION OF DIRECTOR: SEAN M. Management For For CONNOLLY 1F. ELECTION OF DIRECTOR: LAURETTE T. Management For For KOELLNER 1G. ELECTION OF DIRECTOR: CRAIG P. Management For For OMTVEDT 1H. ELECTION OF DIRECTOR: SIR IAN PROSSER Management For For 1I. ELECTION OF DIRECTOR: JONATHAN P. Management For For WARD 1J. ELECTION OF DIRECTOR: JAMES D. WHITE Management For For 2. RATIFICATION OF THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2013. 3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against COMPENSATION. 4. VOTE ON APPROVAL OF THE 2012 LONG- Management Against Against TERM INCENTIVE STOCK PLAN. PEET'S COFFEE & TEA, INC. SECURITY 705560100 MEETING TYPE Special TICKER SYMBOL PEET MEETING DATE 26-Oct-2012 ISIN US7055601006 AGENDA 933696633 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. ADOPT AND APPROVE THE AGREEMENT Management For For AND PLAN OF MERGER, DATED AS OF JULY 21, 2012, AMONG JAB HOLDINGS BV, PANTHER MERGER CO. AND PEET'S COFFEE & TEA, INC. (THE "MERGER AGREEMENT"). 2. APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against MERGER-RELATED COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3. APPROVE A PROPOSAL TO ADJOURN THE Management For For SPECIAL MEETING, IF NECESSARY, FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES TO VOTE IN THE FAVOR OF THE ADOPTION AND APPROVAL OF THE MERGER AGREEMENT. WUXI PHARMATECH (CAYMAN) INC. SECURITY 929352102 MEETING TYPE Annual TICKER SYMBOL WX MEETING DATE 06-Nov-2012 ISIN US9293521020 AGENDA 933696936 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 01 XUESONG (JEFF) LENG BE AND HEREBY IS Management For Against RE-ELECTED AS A DIRECTOR FOR A THREE- YEAR TERM. 02 ZHAOHUI ZHANG BE AND HEREBY IS RE- Management For Against ELECTED AS A DIRECTOR FOR A THREE- YEAR TERM. 03 NING ZHAO BE AND HEREBY IS RE-ELECTED Management For Against AS A DIRECTOR FOR A THREE-YEAR TERM. CAMPBELL SOUP COMPANY SECURITY 134429109 MEETING TYPE Annual TICKER SYMBOL CPB MEETING DATE 14-Nov-2012 ISIN US1344291091 AGENDA 933694552 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1 DIRECTOR Management 1 EDMUND M. CARPENTER For For 2 PAUL R. CHARRON For For 3 BENNETT DORRANCE For For 4 LAWRENCE C. KARLSON For For 5 RANDALL W. LARRIMORE For For 6 MARY ALICE D. MALONE For For 7 SARA MATHEW For For 8 DENISE M. MORRISON For For 9 CHARLES R. PERRIN For For 10 A. BARRY RAND For For 11 NICK SHREIBER For For 12 TRACEY T. TRAVIS For For 13 ARCHBOLD D. VAN BEUREN For For 14 LES C. VINNEY For For 15 CHARLOTTE C. WEBER For For 2 RATIFICATION OF APPOINTMENT OF THE Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 ADVISORY VOTE ON EXECUTIVE Management Abstain Against COMPENSATION. THE HAIN CELESTIAL GROUP, INC. SECURITY 405217100 MEETING TYPE Annual TICKER SYMBOL HAIN MEETING DATE 15-Nov-2012 ISIN US4052171000 AGENDA 933694324 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1 DIRECTOR Management 1 IRWIN D. SIMON For For 2 RICHARD C. BERKE For For 3 JACK FUTTERMAN For For 4 MARINA HAHN For For 5 ANDREW R. HEYER For For 6 BRETT ICAHN For For 7 ROGER MELTZER For For 8 SCOTT M. O'NEIL For For 9 DAVID SCHECHTER For For 10 LAWRENCE S. ZILAVY For For 2 TO VOTE, ON AN ADVISORY BASIS, FOR THE Management Abstain Against COMPENSATION AWARDED TO THE NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED JUNE 30, 2012, AS SET FORTH IN THE PROXY STATEMENT. 3 TO APPROVE THE AMENDMENT OF THE Management Against Against AMENDED AND RESTATED 2002 LONG TERM INCENTIVE AND STOCK AWARD PLAN. 4. TO RATIFY THE APPOINTMENT OF ERNST & Management For For YOUNG LLP TO ACT AS REGISTERED INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2013. D.E. MASTER BLENDERS 1753 N.V., UTRECHT SECURITY N2563N109 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 28-Nov-2012 ISIN NL0010157558 AGENDA 704089944 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1 Open meeting Non-Voting 2 Presentation by the CEO and CFO of the results Non-Voting for fiscal year 2012 3.1 Adopt financial statements Management For For 3.2 Discuss company's reserves and dividend policy Non-Voting 4.1 Approve discharge of executive directors Management For For 4.2 Approve discharge of non-executive directors Management For For 5.1 Elect G. Picaud as non-executive director Management For For 5.2 Elect R. Zwartendijk as non-executive director Management For For 6 Acquisition of own shares. Extension of the Management For For authorization of the Board of Directors as the corporate body authorized to acquire ordinary shares in the share capital of the Company 7 Other business Non-Voting 8 Close meeting Non-Voting MEDICIS PHARMACEUTICAL CORPORATION SECURITY 584690309 MEETING TYPE Special TICKER SYMBOL MRX MEETING DATE 07-Dec-2012 ISIN US5846903095 AGENDA 933704860 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF SEPTEMBER 2, 2012, BY AND AMONG VALEANT PHARMACEUTICALS INTERNATIONAL, INC., VALEANT PHARMACEUTICALS INTERNATIONAL, MERLIN MERGER SUB, INC. AND MEDICIS PHARMACEUTICAL CORPORATION, AS IT MAY BE AMENDED FROM TIME TO TIME. 2. TO ADJOURN THE SPECIAL MEETING, IF Management For For NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL VOTES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. 3. TO APPROVE A NON-BINDING ADVISORY Management Abstain Against PROPOSAL TO APPROVE THE GOLDEN PARACHUTE COMPENSATION PAYABLE TO MEDICIS' NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. UNITED NATURAL FOODS, INC. SECURITY 911163103 MEETING TYPE Annual TICKER SYMBOL UNFI MEETING DATE 12-Dec-2012 ISIN US9111631035 AGENDA 933700862 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: PETER ROY Management For For 1B. ELECTION OF DIRECTOR: RICHARD J. Management For For SCHNIEDERS 2. RATIFICATION OF THE SELECTION OF KPMG Management For For LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING AUGUST 3, 2013. 3. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against EXECUTIVE COMPENSATION. 4. APPROVAL OF THE UNITED NATURAL Management For For FOODS, INC. 2012 EQUITY INCENTIVE PLAN. 5. THE STOCKHOLDER PROPOSAL IF Shareholder Against For PROPERLY PRESENTED AT THE ANNUAL MEETING. METROPOLITAN HEALTH NETWORKS, INC. SECURITY 592142103 MEETING TYPE Special TICKER SYMBOL MDF MEETING DATE 21-Dec-2012 ISIN US5921421039 AGENDA 933713376 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. TO ADOPT AND APPROVE THE AGREEMENT Management For For AND PLAN OF MERGER, AMONG HUMANA INC. MINER ACQUISITION SUBSIDIARY, INC., A WHOLLY-OWNED SUBSIDIARY OF HUMANA, INC., AND METROPOLITAN HEALTH NETWORKS, INC., PURSUANT TO WHICH METROPOLITAN HEALTH NETWORKS, INC., WILL BECOME A WHOLLY-OWNED SUBSIDIARY OF HUMANA, INC. WHICH IS REFERRED TO AS THE MERGER, AND TO APPROVE THE MERGER. 2. A PROPOSAL TO APPROVE AN Management For For ADJOURNMENT OF THE METROPOLITAN SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE FOREGOING PROPOSAL. 3. A PROPOSAL TO APPROVE, ON AN Management Abstain Against ADVISORY (NON-BINDING) BASIS, THE "GOLDEN PARACHUTE" COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY METROPOLITAN TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. SUNRISE SENIOR LIVING, INC. SECURITY 86768K106 MEETING TYPE Special TICKER SYMBOL SRZ MEETING DATE 07-Jan-2013 ISIN US86768K1060 AGENDA 933717348 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF AUGUST 21, 2012, BY AND AMONG SUNRISE SENIOR LIVING, INC. ("SUNRISE"), HEALTH CARE REIT, INC., BREWER HOLDCO, INC., BREWER HOLDCO SUB, INC. AND RED FOX, INC., ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 2. TO APPROVE AN ADVISORY, NONBINDING Management Abstain Against VOTE REGARDING THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO SUNRISE NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. 3. TO APPROVE THE ADJOURNMENT OR Management For For POSTPONEMENT OF THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE SUNRISE BOARD OF DIRECTORS, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. WALGREEN CO. SECURITY 931422109 MEETING TYPE Annual TICKER SYMBOL WAG MEETING DATE 09-Jan-2013 ISIN US9314221097 AGENDA 933713465 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: JANICE M. BABIAK Management For For 1B. ELECTION OF DIRECTOR: DAVID J. BRAILER Management For For 1C. ELECTION OF DIRECTOR: STEVEN A. DAVIS Management For For 1D. ELECTION OF DIRECTOR: WILLIAM C. FOOTE Management For For 1E. ELECTION OF DIRECTOR: MARK P. Management For For FRISSORA 1F. ELECTION OF DIRECTOR: GINGER L. Management For For GRAHAM 1G. ELECTION OF DIRECTOR: ALAN G. MCNALLY Management For For 1H. ELECTION OF DIRECTOR: DOMINIC P. Management For For MURPHY 1I. ELECTION OF DIRECTOR: STEFANO Management For For PESSINA 1J. ELECTION OF DIRECTOR: NANCY M. Management For For SCHLICHTING 1K. ELECTION OF DIRECTOR: ALEJANDRO SILVA Management For For 1L. ELECTION OF DIRECTOR: JAMES A. Management For For SKINNER 1M. ELECTION OF DIRECTOR: GREGORY D. Management For For WASSON 2. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION. 3. APPROVAL OF THE WALGREEN CO. 2013 Management Against Against OMNIBUS INCENTIVE PLAN. 4. RATIFY THE APPOINTMENT OF DELOITTE & Management For For TOUCHE LLP AS WALGREEN CO.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 5. SHAREHOLDER PROPOSAL ON A POLICY Shareholder Against For REGARDING ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL. CANTEL MEDICAL CORP. SECURITY 138098108 MEETING TYPE Annual TICKER SYMBOL CMN MEETING DATE 11-Jan-2013 ISIN US1380981084 AGENDA 933716283 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 CHARLES M. DIKER For For 2 ALAN R. BATKIN For For 3 ANN E. BERMAN For For 4 JOSEPH M. COHEN For For 5 MARK N. DIKER For For 6 GEORGE L. FOTIADES For For 7 ALAN J. HIRSCHFIELD For For 8 ANDREW A. KRAKAUER For For 9 PETER J. PRONOVOST For For 10 BRUCE SLOVIN For For 2. APPROVE AN AMENDMENT TO THE Management For For COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 30,000,000 TO 75,000,000. 3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION. 4. RATIFY THE SELECTION OF ERNST & Management For For YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2013. NUTRACEUTICAL INTERNATIONAL CORPORATION SECURITY 67060Y101 MEETING TYPE Annual TICKER SYMBOL NUTR MEETING DATE 28-Jan-2013 ISIN US67060Y1010 AGENDA 933721525 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 FRANK W. GAY II For For 2 GREGORY M. BENSON For For 2. RATIFICATION OF THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2013. 3. APPROVAL OF THE NUTRACEUTICAL Management Against Against INTERNATIONAL CORPORATION 2013 LONG- TERM EQUITY INCENTIVE PLAN. 4. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION. BECTON, DICKINSON AND COMPANY SECURITY 075887109 MEETING TYPE Annual TICKER SYMBOL BDX MEETING DATE 29-Jan-2013 ISIN US0758871091 AGENDA 933718756 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: BASIL L. Management For For ANDERSON 1B. ELECTION OF DIRECTOR: HENRY P. Management For For BECTON, JR. 1C. ELECTION OF DIRECTOR: CATHERINE M. Management For For BURZIK 1D. ELECTION OF DIRECTOR: EDWARD F. Management For For DEGRAAN 1E. ELECTION OF DIRECTOR: VINCENT A. Management For For FORLENZA 1F. ELECTION OF DIRECTOR: CLAIRE M. Management For For FRASER 1G. ELECTION OF DIRECTOR: CHRISTOPHER Management For For JONES 1H. ELECTION OF DIRECTOR: MARSHALL O. Management For For LARSEN 1I. ELECTION OF DIRECTOR: ADEL A.F. Management For For MAHMOUD 1J. ELECTION OF DIRECTOR: GARY A. Management For For MECKLENBURG 1K. ELECTION OF DIRECTOR: JAMES F. ORR Management For For 1L. ELECTION OF DIRECTOR: WILLARD J. Management For For OVERLOCK, JR. 1M. ELECTION OF DIRECTOR: REBECCA W. Management For For RIMEL 1N. ELECTION OF DIRECTOR: BERTRAM L. Management For For SCOTT 1O. ELECTION OF DIRECTOR: ALFRED SOMMER Management For For 2. RATIFICATION OF SELECTION OF Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION. 4. AMENDMENT TO THE COMPANY'S Management Against Against RESTATED CERTIFICATE OF INCORPORATION. 5. AMENDMENTS TO THE 2004 EMPLOYEE AND Management Against Against DIRECTOR EQUITY-BASED COMPENSATION PLAN. RALCORP HOLDINGS, INC. SECURITY 751028101 MEETING TYPE Special TICKER SYMBOL RAH MEETING DATE 29-Jan-2013 ISIN US7510281014 AGENDA 933723543 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. TO APPROVE THE AGREEMENT AND PLAN Management For For OF MERGER, DATED AS OF NOVEMBER 26, 2012, AMONG RALCORP HOLDINGS, INC., CONAGRA FOODS, INC. AND PHOENIX ACQUISITION SUB INC., A WHOLLY OWNED SUBSIDIARY OF CONAGRA FOODS, INC., AS IT MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH PHOENIX ACQUISITION SUB INC. WILL MERGE WITH AND INTO RALCORP HOLDINGS, INC. 2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO RALCORP HOLDINGS, INC.'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER OF PHOENIX ACQUISITION SUB INC. WITH AND INTO RALCORP HOLDINGS, INC. 3. TO APPROVE THE ADJOURNMENT OF THE Management For For SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF TO APPROVE PROPOSAL 1. POST HLDGS INC SECURITY 737446104 MEETING TYPE Annual TICKER SYMBOL POST MEETING DATE 31-Jan-2013 ISIN US7374461041 AGENDA 933721791 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 GREGORY L. CURL For For 2 WILLIAM H. DANFORTH For For 3 DAVID P. SKARIE For For 2. APPROVAL OF AMENDMENT TO 2012 POST Management For For HOLDINGS, INC. LONG-TERM INCENTIVE PLAN. 3. RATIFICATION OF Management For For PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2013. 4. ADVISORY VOTE ON EXECUTIVE Management Abstain Against COMPENSATION. 5. ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. ROCHESTER MEDICAL CORPORATION SECURITY 771497104 MEETING TYPE Annual TICKER SYMBOL ROCM MEETING DATE 31-Jan-2013 ISIN US7714971048 AGENDA 933723757 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 DARNELL L. BOEHM For For 2 ANTHONY J. CONWAY For For 3 DAVID A. JONAS For For 4 PETER H. SHEPARD For For 5 RICHARD W. KRAMP For For 2. RATIFICATION OF SELECTION OF GRANT Management For For THORNTON LLP AS INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2013. 3. ADVISORY APPROVAL, BY NON-BINDING Management Abstain Against VOTE, OF EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT. YM BIOSCIENCES INC. SECURITY 984238105 MEETING TYPE Special TICKER SYMBOL YMI MEETING DATE 31-Jan-2013 ISIN CA9842381050 AGENDA 933724608 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 01 THE SPECIAL RESOLUTION (THE Management For For "ARRANGEMENT RESOLUTION"), THE FULL TEXT OF WHICH IS ATTACHED AS SCHEDULE B TO THE MANAGEMENT PROXY CIRCULAR DATED DECEMBER 31, 2012, WITH OR WITHOUT VARIATION, APPROVING AN ARRANGEMENT UNDER SECTION 130 OF THE COMPANIES ACT (NOVA SCOTIA) BETWEEN THE COMPANY, ITS SHAREHOLDERS, GILEAD SCIENCES, INC. AND 3268218 NOVA SCOTIA LIMITED (THE "PURCHASER") PURSUANT TO WHICH, AMONG OTHER THINGS, THE PURCHASER WILL ACQUIRE ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES OF THE COMPANY AT A PRICE OF U.S.$2.95 PER COMMON SHARE IN CASH. INGLES MARKETS, INCORPORATED SECURITY 457030104 MEETING TYPE Annual TICKER SYMBOL IMKTA MEETING DATE 12-Feb-2013 ISIN US4570301048 AGENDA 933722010 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 FRED D. AYERS For For 2 JOHN O. POLLARD For For 2. RATIFICATION OF DELOITTE & TOUCHE LLP Management For For AS INDEPENDENT PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 28, 2013. 3. STOCKHOLDER PROPOSAL CONCERNING Shareholder Against For EQUAL SHAREHOLDER VOTING. AMERISOURCEBERGEN CORPORATION SECURITY 03073E105 MEETING TYPE Annual TICKER SYMBOL ABC MEETING DATE 28-Feb-2013 ISIN US03073E1055 AGENDA 933725890 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1.1 ELECTION OF DIRECTOR: STEVEN H. COLLIS Management For For 1.2 ELECTION OF DIRECTOR: DOUGLAS R. Management For For CONANT 1.3 ELECTION OF DIRECTOR: RICHARD W. Management For For GOCHNAUER 1.4 ELECTION OF DIRECTOR: RICHARD C. Management For For GOZON 1.5 ELECTION OF DIRECTOR: EDWARD E. Management For For HAGENLOCKER 1.6 ELECTION OF DIRECTOR: KATHLEEN W. Management For For HYLE 1.7 ELECTION OF DIRECTOR: MICHAEL J. LONG Management For For 1.8 ELECTION OF DIRECTOR: HENRY W. MCGEE Management For For 2. RATIFICATION OF APPOINTMENT OF Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION. WHOLE FOODS MARKET, INC. SECURITY 966837106 MEETING TYPE Annual TICKER SYMBOL WFM MEETING DATE 15-Mar-2013 ISIN US9668371068 AGENDA 933728923 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 DR. JOHN ELSTROTT For For 2 GABRIELLE GREENE For For 3 SHAHID (HASS) HASSAN For For 4 STEPHANIE KUGELMAN For For 5 JOHN MACKEY For For 6 WALTER ROBB For For 7 JONATHAN SEIFFER For For 8 MORRIS (MO) SIEGEL For For 9 JONATHAN SOKOLOFF For For 10 DR. RALPH SORENSON For For 11 W. (KIP) TINDELL, III For For 2. TO RATIFY THE APPOINTMENT OF ERNST & Management For For YOUNG LLP AS INDEPENDENT AUDITOR FOR THE COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 29, 2013. 3. TO CONDUCT AN ADVISORY VOTE TO Management Abstain Against APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 4. TO RATIFY THE AMENDMENT OF THE Management Against Against COMPANY'S 2009 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE PURSUANT TO SUCH PLAN BY AN ADDITIONAL 14.5 MILLION SHARES AND INCREASE THE NUMBER OF SHARES BY WHICH THE PLAN POOL IS REDUCED FOR EACH FULL VALUE AWARD FROM 2 TO 2.25. 5. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For EXTENDED PRODUCER RESPONSIBILITY FOR POST-CONSUMER PRODUCT PACKAGING. 6. SHAREHOLDER PROPOSAL TO REQUIRE Shareholder Against For THE COMPANY TO HAVE, WHENEVER POSSIBLE, AN INDEPENDENT CHAIRMAN OF THE BOARD WHO HAS NOT PREVIOUSLY SERVED AS AN EXECUTIVE OFFICER OF THE COMPANY. COVIDIEN PLC SECURITY G2554F113 MEETING TYPE Annual TICKER SYMBOL COV MEETING DATE 20-Mar-2013 ISIN IE00B68SQD29 AGENDA 933727779 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A) ELECTION OF DIRECTOR: JOSE E. ALMEIDA Management For For 1B) ELECTION OF DIRECTOR: JOY A. Management For For AMUNDSON 1C) ELECTION OF DIRECTOR: CRAIG ARNOLD Management For For 1D) ELECTION OF DIRECTOR: ROBERT H. BRUST Management For For 1E) ELECTION OF DIRECTOR: JOHN M. Management For For CONNORS, JR. 1F) ELECTION OF DIRECTOR: CHRISTOPHER J. Management For For COUGHLIN 1G) ELECTION OF DIRECTOR: RANDALL J. Management For For HOGAN, III 1H) ELECTION OF DIRECTOR: MARTIN D. Management For For MADAUS 1I) ELECTION OF DIRECTOR: DENNIS H. Management For For REILLEY 1J) ELECTION OF DIRECTOR: JOSEPH A. Management For For ZACCAGNINO 2 APPOINT THE INDEPENDENT AUDITORS AND Management For For AUTHORIZE THE AUDIT COMMITTEE TO SET THE AUDITORS' REMUNERATION. 3 ADVISORY VOTE ON EXECUTIVE Management Abstain Against COMPENSATION. 4 APPROVE THE AMENDED AND RESTATED Management Against Against COVIDIEN STOCK AND INCENTIVE PLAN. 5 AUTHORIZE THE COMPANY AND/OR ANY Management For For SUBSIDIARY TO MAKE MARKET PURCHASES OF COMPANY SHARES. S6 AUTHORIZE THE PRICE RANGE AT WHICH Management For For THE COMPANY CAN REISSUE SHARES IT HOLDS AS TREASURY SHARES. S7 AMEND ARTICLES OF ASSOCIATION TO Management For For EXPAND THE AUTHORITY TO EXECUTE INSTRUMENTS OF TRANSFER. 8 ADVISORY VOTE ON THE CREATION OF Management For For MALLINCKRODT DISTRIBUTABLE RESERVES. THE COOPER COMPANIES, INC. SECURITY 216648402 MEETING TYPE Annual TICKER SYMBOL COO MEETING DATE 21-Mar-2013 ISIN US2166484020 AGENDA 933732770 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: A. THOMAS Management For For BENDER 1B. ELECTION OF DIRECTOR: MICHAEL H. Management For For KALKSTEIN 1C. ELECTION OF DIRECTOR: JODY S. LINDELL Management For For 1D. ELECTION OF DIRECTOR: GARY S. Management For For PETERSMEYER 1E. ELECTION OF DIRECTOR: DONALD PRESS Management For For 1F. ELECTION OF DIRECTOR: STEVEN Management For For ROSENBERG 1G. ELECTION OF DIRECTOR: ALLAN E. Management For For RUBENSTEIN, M.D. 1H. ELECTION OF DIRECTOR: ROBERT S. WEISS Management For For 1I. ELECTION OF DIRECTOR: STANLEY Management For For ZINBERG, M.D. 2. RATIFICATION OF THE APPOINTMENT OF Management For For KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COOPER COMPANIES, INC. FOR THE FISCAL YEAR ENDING OCTOBER 31, 2013. 3. AN ADVISORY VOTE ON THE Management Abstain Against COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. NESTLE SA, CHAM UND VEVEY SECURITY H57312649 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 11-Apr-2013 ISIN CH0038863350 AGENDA 704321532 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- CMMT BLOCKING OF REGISTERED SHARES IS NOT Non-Voting A LEGAL REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHAR- ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE. CMMT PLEASE NOTE THAT THIS IS THE PART II OF Non-Voting THE MEETING NOTICE SENT UNDER MEETING-151749, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 1.1 Approval of the Annual Report, the financial Management No Action statements of Nestle S.A. and the consolidated financial statements of the Nestle Group for 2012 1.2 Acceptance of the Compensation Report 2012 Management No Action (advisory vote) 2 Release of the members of the Board of Management No Action Directors and of the Management 3 Appropriation of profits resulting from the balance Management No Action sheet of Nestle S.A. (proposed dividend) for the financial year 2012 4.1.1 Re-elections to the Board of Directors: Mr. Peter Management No Action Brabeck-Letmathe 4.1.2 Re-elections to the Board of Directors: Mr. Management No Action Steven G. Hoch 4.1.3 Re-elections to the Board of Directors: Ms. Titia Management No Action de Lange 4.1.4 Re-elections to the Board of Directors: Mr. Jean- Management No Action Pierre Roth 4.2 Election to the Board of Directors Ms. Eva Cheng Management No Action 4.3 Re-election of the statutory auditors KPMG SA, Management No Action Geneva branch CMMT IN THE EVENT OF A NEW OR MODIFIED Non-Voting PROPOSAL BY A SHAREHOLDER DURING THE GENERAL-MEETING, I INSTRUCT THE INDEPENDENT REPRESENTATIVE TO VOTE ACCORDING TO THE F-OLLOWING INSTRUCTION: 1 OPTION EITHER 5.A, 5.B OR 5.C NEED TO BE INSTRUCTED (W-ITH YES) TO SHOW, WHICH VOTING OPTION INVESTOR CHOSE IN THE EVENT OF NEW OR MO-DIFIED PROPOSALS 5.A MANAGEMENT RECOMMENDS A FOR VOTE Shareholder No Action ON THIS PROPOSAL: Vote in accordance with the proposal of the Board of Directors 5.B Vote against the proposal of the Board of Shareholder No Action Directors 5.C Abstain Shareholder No Action WHITEWAVE FOODS COMPANY SECURITY 966244105 MEETING TYPE Annual TICKER SYMBOL WWAV MEETING DATE 17-Apr-2013 ISIN US9662441057 AGENDA 933755780 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1.1 RE-ELECTION OF DIRECTOR FOR A 3-YEAR Management For For TERM: STEPHEN L. GREEN 1.2 RE-ELECTION OF DIRECTOR FOR A 3-YEAR Management For For TERM: MICHELLE P. GOOLSBY 2. PROPOSAL TO APPROVE THE WHITEWAVE Management Abstain Against FOODS COMPANY 2012 STOCK INCENTIVE PLAN. 3. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against BASIS, OUR EXECUTIVE COMPENSATION. 4. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against BASIS, THE FREQUENCY OF HOLDING AN ADVISORY STOCKHOLDER VOTE TO APPROVE OUR EXECUTIVE COMPENSATION. 5. PROPOSAL TO RATIFY THE SELECTION OF Management For For DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR 2013. GERRESHEIMER AG, DUESSELDORF SECURITY D2852S109 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 18-Apr-2013 ISIN DE000A0LD6E6 AGENDA 704316137 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. PLEASE NOTE THAT THE TRUE RECORD Non-Voting DATE FOR THIS MEETING IS 28 MAR 2013 , WHERE-AS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE-GERMAN LAW. THANK YOU. COUNTER PROPOSALS MAY BE SUBMITTED Non-Voting UNTIL 03 APR 2013. FURTHER INFORMATION ON C-OUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. 1. Presentation of the adopted Annual Financial Non-Voting Statements of Gerresheimer AG and-the approved Consolidated Financial Statements, both as of November 30, 2012,-the Combined Management Report of Gerresheimer AG and the Group, including the explanatory Report of the Management Board on the statements according to sections 289 (4), 289 (5) and 315 (4) of the German Commercial Code (HGB), as well as the Report of the Supervisory Board for the financial year 2012 (December 1, 2011 - November 30, 2012) 2. Resolution on appropriation of the retained Management No Action earnings of Gerresheimer AG 3. Resolution on formal approval of the actions of Management No Action the Management Board 4. Resolution on formal approval of the actions of Management No Action the members of the Supervisory Board 5. Appointment of auditors for the 2013 financial Management No Action year: Deloitte + Touche GmbH, Dusseldorf PARMALAT SPA, COLLECCHIO SECURITY T7S73M107 MEETING TYPE MIX TICKER SYMBOL MEETING DATE 22-Apr-2013 ISIN IT0003826473 AGENDA 704370864 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- CMMT PLEASE NOTE THAT THE ITALIAN Non-Voting LANGUAGE AGENDA IS AVAILABLE BY CLICKING ON THE U-RL LINK: https://materials.proxyvote.com/Approved/99999 Z/19840101/NPS_158820.P-DF O.1 Approval of the statement of financial position, Management Abstain Against income statement and accompanying notes at 31 December, 2012, and the related report on operations. Motion for the appropriation of the year's net profit. Review of the report of the board of statutory auditors. Pertinent and related resolutions O.2 Approval of the compensation policy, for the Management Abstain Against purposes of article 123 ter. paragraph 6, of the uniform financial code and the 2013 to 2015 three year cash incentive plan for the top management of Parmalat Group. Integration of the compensation of the board of directors. Pertinent and related resolutions O.3 Award of the assignment pursuant to article 13 of Management For For legislative decree no. 39 2010. Pertinent and related resolutions O.4 Election of two statutory auditors pursuant to Management For For article 2401 of the Italian civil code and election of the chairman of the board of statutory auditors. Pertinent and related resolutions E.1 Amendments to articles 8, 9, 10, 11, 12, 13, 17, Management For For 18, 21 and abolition of article 31 of the bylaws. Pertinent and related resolutions FMC CORPORATION SECURITY 302491303 MEETING TYPE Annual TICKER SYMBOL FMC MEETING DATE 23-Apr-2013 ISIN US3024913036 AGENDA 933751629 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR TO SERVE IN Management For For CLASS III FOR A THREE-YEAR TERM: PIERRE BRONDEAU 1B. ELECTION OF DIRECTOR TO SERVE IN Management For For CLASS III FOR A THREE-YEAR TERM: DIRK A. KEMPTHORNE 1C. ELECTION OF DIRECTOR TO SERVE IN Management For For CLASS III FOR A THREE-YEAR TERM: ROBERT C. PALLASH 2. RATIFICATION OF THE APPOINTMENT OF Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. APPROVAL, BY NON-BINDING VOTE, OF Management Abstain Against EXECUTIVE COMPENSATION. 4. AMENDMENT OF THE COMPANY'S Management For For RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFICATION OF DIRECTORS. THE COCA-COLA COMPANY SECURITY 191216100 MEETING TYPE Annual TICKER SYMBOL KO MEETING DATE 24-Apr-2013 ISIN US1912161007 AGENDA 933739596 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: HERBERT A. Management For For ALLEN 1B. ELECTION OF DIRECTOR: RONALD W. ALLEN Management For For 1C. ELECTION OF DIRECTOR: HOWARD G. Management For For BUFFETT 1D. ELECTION OF DIRECTOR: RICHARD M. Management For For DALEY 1E. ELECTION OF DIRECTOR: BARRY DILLER Management For For 1F. ELECTION OF DIRECTOR: HELENE D. GAYLE Management For For 1G. ELECTION OF DIRECTOR: EVAN G. Management For For GREENBERG 1H. ELECTION OF DIRECTOR: ALEXIS M. Management For For HERMAN 1I. ELECTION OF DIRECTOR: MUHTAR KENT Management For For 1J. ELECTION OF DIRECTOR: ROBERT A. Management For For KOTICK 1K. ELECTION OF DIRECTOR: MARIA ELENA Management For For LAGOMASINO 1L. ELECTION OF DIRECTOR: DONALD F. Management For For MCHENRY 1M. ELECTION OF DIRECTOR: SAM NUNN Management For For 1N. ELECTION OF DIRECTOR: JAMES D. Management For For ROBINSON III 1O. ELECTION OF DIRECTOR: PETER V. Management For For UEBERROTH 1P. ELECTION OF DIRECTOR: JACOB Management For For WALLENBERG 2. RATIFICATION OF THE APPOINTMENT OF Management For For ERNST & YOUNG LLP AS INDEPENDENT AUDITORS. 3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against COMPENSATION. 4. APPROVE AN AMENDMENT TO THE Management For For COMPANY'S BY-LAWS TO PERMIT SHAREOWNERS TO CALL SPECIAL MEETINGS. 5. SHAREOWNER PROPOSAL REGARDING A Shareholder Against For BOARD COMMITTEE ON HUMAN RIGHTS. HCA HOLDINGS, INC SECURITY 40412C101 MEETING TYPE Annual TICKER SYMBOL HCA MEETING DATE 24-Apr-2013 ISIN US40412C1018 AGENDA 933743999 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1 DIRECTOR Management 1 RICHARD M. BRACKEN For For 2 R. MILTON JOHNSON For For 3 JOHN P. CONNAUGHTON For For 4 KENNETH W. FREEMAN For For 5 THOMAS F. FRIST III For For 6 WILLIAM R. FRIST For For 7 CHRISTOPHER R. GORDON For For 8 JAY O. LIGHT For For 9 GEOFFREY G. MEYERS For For 10 MICHAEL W. MICHELSON For For 11 JAMES C. MOMTAZEE For For 12 STEPHEN G. PAGLIUCA For For 13 WAYNE J. RILEY, M.D. For For 2 TO RATIFY THE APPOINTMENT OF ERNST & Management For For YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013 3 ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION CIGNA CORPORATION SECURITY 125509109 MEETING TYPE Annual TICKER SYMBOL CI MEETING DATE 24-Apr-2013 ISIN US1255091092 AGENDA 933746022 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1.1 ELECTION OF DIRECTOR: DAVID M. Management For For CORDANI 1.2 ELECTION OF DIRECTOR: ISAIAH HARRIS, Management For For JR. 1.3 ELECTION OF DIRECTOR: JANE E. HENNEY, Management For For M.D. 1.4 ELECTION OF DIRECTOR: DONNA F. Management For For ZARCONE 2. RATIFICATION OF THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS, LLP AS CIGNA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3. ADVISORY APPROVAL OF CIGNA'S Management Abstain Against EXECUTIVE COMPENSATION. 4. APPROVAL OF AN AMENDMENT TO THE Management Against Against CIGNA LONG-TERM INCENTIVE PLAN. 5. CONSIDERATION OF A SHAREHOLDER Shareholder Against For PROPOSAL ON LOBBYING DISCLOSURE. CALAVO GROWERS, INC. SECURITY 128246105 MEETING TYPE Annual TICKER SYMBOL CVGW MEETING DATE 24-Apr-2013 ISIN US1282461052 AGENDA 933746349 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 LECIL E. COLE For For 2 GEORGE H. BARNES For For 3 JAMES D. HELIN For For 4 DONALD M. SANDERS For For 5 MARC L. BROWN For For 6 MICHAEL A. DIGREGORIO For For 7 SCOTT VAN DER KAR For For 8 J. LINK LEAVENS For For 9 D.H. THILLE (MCFARLANE) For For 10 JOHN M. HUNT For For 11 EGIDIO CARBONE, JR. For For 12 HAROLD EDWARDS For For 13 STEVEN HOLLISTER For For 2. RATIFICATION OF APPOINTMENT OF ERNST Management For For & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF CALAVO GROWERS, INC. FOR THE YEAR ENDING OCTOBER 31, 2013 3. ADVISORY VOTE APPROVING THE Management Abstain Against EXECUTIVE COMPENSATION DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT DANONE SA, PARIS SECURITY F12033134 MEETING TYPE MIX TICKER SYMBOL MEETING DATE 25-Apr-2013 ISIN FR0000120644 AGENDA 704294355 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- CMMT PLEASE NOTE IN THE FRENCH MARKET Non-Voting THAT THE ONLY VALID VOTE OPTIONS ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. CMMT THE FOLLOWING APPLIES TO NON- Non-Voting RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING-INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE-DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN-THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE-INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE CMMT PLEASE NOTE THAT IMPORTANT Non-Voting ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-https://balo.journal- officiel.gouv.fr/pdf/2013/0301/201303011300526. pdf . PLE-ASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINKS: https://balo.journal- officiel.gouv.fr/pdf/2013/0311/201303111300672. pdf AND https://balo.jour-nal- officiel.gouv.fr/pdf/2013/0403/201304031301056. pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AM- END YOUR ORIGINAL INSTRUCTIONS. THANK YOU. O.1 Approval of the corporate financial statements for Management For For the financial year ended December 31, 2012 O.2 Approval of the consolidated financial statements Management For For for the financial year ended December 31, 2012 O.3 Allocation of income for the financial year ended Management For For December 31, 2012 and setting the dividend at EUR 1.45 per share O.4 Renewal of term of Mr. Franck Riboud as Board Management For For member O.5 Renewal of term of Mr. Emmanuel Faber as Management For For Board member O.6 Approval of the agreements pursuant to Articles Management For For L.225-38 et seq. of the Commercial Code O.7 Approval of the agreements pursuant to Articles Management For For L.225-38 et seq. of the Commercial Code entered in by the Company with J.P. Morgan Group O.8 Approval of the agreements and commitments Management For For pursuant to Articles L.225-38 and L.225-42-1 of the Commercial Code regarding Mr. Franck Riboud O.9 Approval of the agreements and commitments Management For For pursuant to Articles L.225-38 and L.225-42-1 of the Commercial Code regarding Mr. Emmanuel Faber O.10 Setting the amount of attendance allowances Management For For O.11 Authorization to be granted to the Board of Management For For Directors to purchase, hold or transfer shares of the Company E.12 Delegation of authority to the Board of Directors Management For For to issue ordinary shares and securities giving access to capital of the Company while maintaining shareholders' preferential subscription rights E.13 Delegation of authority to the Board of Directors Management Against Against to issue ordinary shares of the Company and securities giving access to capital of the Company with cancellation of shareholders' preferential subscription rights, but with obligation to grant a priority right E.14 Delegation of authority to the Board of Directors Management Against Against to increase the number of issuable securities in case of capital increase with cancellation of shareholders' preferential subscription rights E.15 Delegation of authority to the Board of Directors Management Against Against to issue ordinary shares and securities giving access to capital of the Company with cancellation of shareholders' preferential subscription rights in case of public exchange offer initiated by the Company E.16 Delegation of powers to the Board of Directors to Management Against Against issue ordinary shares with cancellation of shareholders' preferential subscription rights, in consideration for in-kind contributions granted to the Company and comprised of equity securities or securities giving access to capital E.17 Delegation of authority to the Board of Directors Management For For to increase capital of the Company by incorporation of reserves, profits, premiums or other amounts which may be capitalized E.18 Delegation of authority to the Board of Directors Management Against Against to decide to carry out capital increases reserved for employees who are members of a company savings plan and/or reserved share transfers with cancellation of shareholders' preferential subscription rights E.19 Authorization granted to the Board of Directors to Management Against Against carry out allocations of Company's shares existing or to be issued with cancellation of shareholders' preferential subscription rights E.20 Authorization granted to the Board of Directors to Management For For reduce capital by cancellation of shares E.21 Amendment to Article 5 of the Bylaws of the Management For For Company in order to extend the term of the Company E.22 Amendment to Article 22.II of the Bylaws of the Management For For Company regarding shareholders representation E.23 Amendment to Article 24.I of the Bylaws of the Management For For Company regarding shareholders convening E.24 Powers to carry out all legal formalities Management For For HUMANA INC. SECURITY 444859102 MEETING TYPE Annual TICKER SYMBOL HUM MEETING DATE 25-Apr-2013 ISIN US4448591028 AGENDA 933738049 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: BRUCE D. Management For For BROUSSARD 1B. ELECTION OF DIRECTOR: FRANK A. Management For For D'AMELIO 1C. ELECTION OF DIRECTOR: W. ROY DUNBAR Management For For 1D. ELECTION OF DIRECTOR: KURT J. Management For For HILZINGER 1E. ELECTION OF DIRECTOR: DAVID A. JONES, Management For For JR. 1F. ELECTION OF DIRECTOR: MICHAEL B. Management For For MCCALLISTER 1G. ELECTION OF DIRECTOR: WILLIAM J. Management For For MCDONALD 1H. ELECTION OF DIRECTOR: WILLIAM E. Management For For MITCHELL 1I. ELECTION OF DIRECTOR: DAVID B. NASH, Management For For M.D. 1J. ELECTION OF DIRECTOR: JAMES J. O'BRIEN Management For For 1K. ELECTION OF DIRECTOR: MARISSA T. Management For For PETERSON 2. THE RATIFICATION OF APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. THE APPROVAL OF THE COMPENSATION OF Management Abstain Against THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE 2013 PROXY STATEMENT. 4. STOCKHOLDER PROPOSAL ON POLITICAL Shareholder Against For CONTRIBUTIONS. PFIZER INC. SECURITY 717081103 MEETING TYPE Annual TICKER SYMBOL PFE MEETING DATE 25-Apr-2013 ISIN US7170811035 AGENDA 933743090 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A ELECTION OF DIRECTOR: DENNIS A. Management For For AUSIELLO 1B ELECTION OF DIRECTOR: M. ANTHONY Management For For BURNS 1C ELECTION OF DIRECTOR: W. DON Management For For CORNWELL 1D ELECTION OF DIRECTOR: FRANCES D. Management For For FERGUSSON 1E ELECTION OF DIRECTOR: WILLIAM H. GRAY, Management For For III 1F ELECTION OF DIRECTOR: HELEN H. HOBBS Management For For 1G ELECTION OF DIRECTOR: CONSTANCE J. Management For For HORNER 1H ELECTION OF DIRECTOR: JAMES M. KILTS Management For For 1I ELECTION OF DIRECTOR: GEORGE A. Management For For LORCH 1J ELECTION OF DIRECTOR: SUZANNE NORA Management For For JOHNSON 1K ELECTION OF DIRECTOR: IAN C. READ Management For For 1L ELECTION OF DIRECTOR: STEPHEN W. Management For For SANGER 1M ELECTION OF DIRECTOR: MARC TESSIER- Management For For LAVIGNE 2 RATIFY THE SELECTION OF KPMG LLP AS Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013 3 ADVISORY APPROVAL OF EXECUTIVE Management Abstain Against COMPENSATION 4 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For EXECUTIVE EQUITY RETENTION 5 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For ACTION BY WRITTEN CONSENT JOHNSON & JOHNSON SECURITY 478160104 MEETING TYPE Annual TICKER SYMBOL JNJ MEETING DATE 25-Apr-2013 ISIN US4781601046 AGENDA 933745068 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: MARY SUE Management For For COLEMAN 1B. ELECTION OF DIRECTOR: JAMES G. CULLEN Management For For 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS Management For For 1D. ELECTION OF DIRECTOR: ALEX GORSKY Management For For 1E. ELECTION OF DIRECTOR: MICHAEL M.E. Management For For JOHNS 1F. ELECTION OF DIRECTOR: SUSAN L. Management For For LINDQUIST 1G. ELECTION OF DIRECTOR: ANNE M. Management For For MULCAHY 1H. ELECTION OF DIRECTOR: LEO F. MULLIN Management For For 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ Management For For 1J. ELECTION OF DIRECTOR: CHARLES PRINCE Management For For 1K. ELECTION OF DIRECTOR: A. EUGENE Management For For WASHINGTON 1L. ELECTION OF DIRECTOR: RONALD A. Management For For WILLIAMS 2. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION 3. RATIFICATION OF APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013 4. SHAREHOLDER PROPOSAL - EXECUTIVES Shareholder Against For TO RETAIN SIGNIFICANT STOCK 5. SHAREHOLDER PROPOSAL ON POLITICAL Shareholder Against For CONTRIBUTIONS AND CORPORATE VALUES 6. SHAREHOLDER PROPOSAL ON Shareholder Against For INDEPENDENT BOARD CHAIRMAN ABBOTT LABORATORIES SECURITY 002824100 MEETING TYPE Annual TICKER SYMBOL ABT MEETING DATE 26-Apr-2013 ISIN US0028241000 AGENDA 933743672 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 R.J. ALPERN For For 2 R.S. AUSTIN For For 3 S.E. BLOUNT For For 4 W.J. FARRELL For For 5 E.M. LIDDY For For 6 N. MCKINSTRY For For 7 P.N. NOVAKOVIC For For 8 W.A. OSBORN For For 9 S.C. SCOTT III For For 10 G.F. TILTON For For 11 M.D. WHITE For For 2. RATIFICATION OF DELOITTE & TOUCHE LLP Management For For AS AUDITORS 3. SAY ON PAY - AN ADVISORY VOTE TO Management Abstain Against APPROVE EXECUTIVE COMPENSATION 4. SHAREHOLDER PROPOSAL - GENETICALLY Shareholder Against For MODIFIED INGREDIENTS 5. SHAREHOLDER PROPOSAL - LOBBYING Shareholder Against For DISCLOSURE 6. SHAREHOLDER PROPOSAL - INDEPENDENT Shareholder Against For BOARD CHAIR 7. SHAREHOLDER PROPOSAL - EQUITY Shareholder Against For RETENTION AND HEDGING 8. SHAREHOLDER PROPOSAL - INCENTIVE Shareholder Against For COMPENSATION 9. SHAREHOLDER PROPOSAL - ACCELERATED Shareholder Against For VESTING OF AWARDS UPON CHANGE IN CONTROL KELLOGG COMPANY SECURITY 487836108 MEETING TYPE Annual TICKER SYMBOL K MEETING DATE 26-Apr-2013 ISIN US4878361082 AGENDA 933745157 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 GORDON GUND For For 2 MARY LASCHINGER For For 3 A. MCLAUGHLIN KOROLOGOS For For 4 CYNTHIA MILLIGAN For For 2. ADVISORY RESOLUTION TO APPROVE Management Abstain Against EXECUTIVE COMPENSATION. 3. APPROVAL OF THE KELLOGG COMPANY Management Against Against 2013 LONG-TERM INCENTIVE PLAN. 4. RATIFICATION OF THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS KELLOGG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013. 5. SHAREOWNER PROPOSAL, IF PROPERLY Shareholder Against For PRESENTED AT THE MEETING, TO REPEAL CLASSIFIED BOARD. OWENS & MINOR, INC. SECURITY 690732102 MEETING TYPE Annual TICKER SYMBOL OMI MEETING DATE 26-Apr-2013 ISIN US6907321029 AGENDA 933745210 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 RICHARD E. FOGG For For 2 JOHN W. GERDELMAN For For 3 LEMUEL E. LEWIS For For 4 MARTHA H. MARSH For For 5 EDDIE N. MOORE, JR. For For 6 JAMES E. ROGERS For For 7 ROBERT C. SLEDD For For 8 CRAIG R. SMITH For For 9 ANNE MARIE WHITTEMORE For For 2. VOTE TO RATIFY KPMG LLP AS THE Management For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3. ADVISORY VOTE ON EXECUTIVE Management Abstain Against COMPENSATION. ALLERGAN, INC. SECURITY 018490102 MEETING TYPE Annual TICKER SYMBOL AGN MEETING DATE 30-Apr-2013 ISIN US0184901025 AGENDA 933747618 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A ELECTION OF DIRECTOR: DAVID E.I. PYOTT Management For For 1B ELECTION OF DIRECTOR: MICHAEL R. Management For For GALLAGHER 1C ELECTION OF DIRECTOR: DEBORAH Management For For DUNSIRE, M.D. 1D ELECTION OF DIRECTOR: DAWN HUDSON Management For For 1E ELECTION OF DIRECTOR: TREVOR M. Management For For JONES, PH.D. 1F ELECTION OF DIRECTOR: LOUIS J. LAVIGNE, Management For For JR. 1G ELECTION OF DIRECTOR: PETER J. Management For For MCDONNELL, M.D. 1H ELECTION OF DIRECTOR: TIMOTHY D. Management For For PROCTOR 1I ELECTION OF DIRECTOR: RUSSELL T. RAY Management For For 2 RATIFICATION OF THE APPOINTMENT OF Management For For ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE ON THE COMPENSATION Management Abstain Against OF OUR NAMED EXECUTIVE OFFICERS 4 APPROVE THE AMENDMENT AND Management For For RESTATEMENT OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 5.1 STOCKHOLDER PROPOSAL #1 - RIGHT TO Shareholder Against For ACT BY WRITTEN CONSENT 5.2 STOCKHOLDER PROPOSAL #2 - Shareholder Against For DISCLOSURE OF LOBBYING PRACTICES STRYKER CORPORATION SECURITY 863667101 MEETING TYPE Annual TICKER SYMBOL SYK MEETING DATE 30-Apr-2013 ISIN US8636671013 AGENDA 933750728 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A) ELECTION OF DIRECTOR: HOWARD E. COX, Management For For JR. 1B) ELECTION OF DIRECTOR: SRIKANT M. Management For For DATAR, PH.D. 1C) ELECTION OF DIRECTOR: ROCH DOLIVEUX, Management For For DVM 1D) ELECTION OF DIRECTOR: LOUISE L. Management For For FRANCESCONI 1E) ELECTION OF DIRECTOR: ALLAN C. Management For For GOLSTON 1F) ELECTION OF DIRECTOR: HOWARD L. Management For For LANCE 1G) ELECTION OF DIRECTOR: KEVIN A. LOBO Management For For 1H) ELECTION OF DIRECTOR: WILLIAM U. Management For For PARFET 1I) ELECTION OF DIRECTOR: RONDA E. Management For For STRYKER 2) RATIFY THE APPOINTMENT OF ERNST & Management For For YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3) APPROVAL, IN AN ADVISORY VOTE, OF THE Management Abstain Against COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. H.J. HEINZ COMPANY SECURITY 423074103 MEETING TYPE Special TICKER SYMBOL HNZ MEETING DATE 30-Apr-2013 ISIN US4230741039 AGENDA 933766377 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. TO APPROVE AND ADOPT THE MERGER Management For For AGREEMENT DATED AS OF FEBRUARY 13, 2013, AS AMENDED BY THE AMENDMENT TO AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 4, 2013, AND AS MAY BE FURTHER AMENDED FROM TIME TO TIME, AMONG H.J. HEINZ COMPANY, HAWK ACQUISITION HOLDING CORPORATION AND HAWK ACQUISITION SUB, INC. 2. TO ADJOURN THE SPECIAL MEETING, IF Management For For NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE AND ADOPT PROPOSAL 1. 3. TO APPROVE, ON A NON-BINDING, Management Abstain Against ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BE PAID BY H.J. HEINZ COMPANY TO ITS NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. KERRY GROUP PLC SECURITY G52416107 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 01-May-2013 ISIN IE0004906560 AGENDA 704383708 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1 Report and Accounts Management For For 2 Declaration of Dividend Management For For 3 To re-elect Mr Sean Bugler Management For For 4.A To re-elect Mr Denis Buckley Management For For 4.B To re-elect Mr Gerry Behan Management For For 4.C To re-elect Mr Kieran Breen Management For For 4.D To re-elect Mr Denis Carroll Management For For 4.E To re-elect Mr Michael Dowling Management For For 4.F To re-elect Mr Patrick Flahive Management For For 4.G To re-elect Ms Joan Garahy Management For For 4.H To re-elect Mr Flor Healy Management For For 4.I To re-elect Mr James Kenny Management For For 4.J To re-elect Mr Stan McCarthy Management For For 4.K To re-elect Mr Brian Mehigan Management For For 4.L To re-elect Mr Gerard O'Hanlon Management For For 4.M To re-elect Mr Michael Teahan Management For For 4.N To re-elect Mr Philip Toomey Management For For 4.O To re-elect Mr Denis Wallis Management For For 5 Remuneration of Auditors Management For For 6 Remuneration Report Management For For 7 Section 20 Authority Management For For 8 Disapplication of Section 23 Management Against Against 9 To authorise company to make market purchases Management For For of its own shares 10 Adoption of Kerry Group plc 2013 Long Term Management For For Incentive Plan 11 To approve the proposed amendment to the Management For For Articles of Association PEPSICO, INC. SECURITY 713448108 MEETING TYPE Annual TICKER SYMBOL PEP MEETING DATE 01-May-2013 ISIN US7134481081 AGENDA 933748521 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: S.L. BROWN Management For For 1B. ELECTION OF DIRECTOR: G.W. BUCKLEY Management For For 1C. ELECTION OF DIRECTOR: I.M. COOK Management For For 1D. ELECTION OF DIRECTOR: D. DUBLON Management For For 1E. ELECTION OF DIRECTOR: V.J. DZAU Management For For 1F. ELECTION OF DIRECTOR: R.L. HUNT Management For For 1G. ELECTION OF DIRECTOR: A. IBARGUEN Management For For 1H. ELECTION OF DIRECTOR: I.K. NOOYI Management For For 1I. ELECTION OF DIRECTOR: S.P. Management For For ROCKEFELLER 1J. ELECTION OF DIRECTOR: J.J. SCHIRO Management For For 1K. ELECTION OF DIRECTOR: L.G. TROTTER Management For For 1L. ELECTION OF DIRECTOR: D. VASELLA Management For For 1M. ELECTION OF DIRECTOR: A. WEISSER Management For For 2. RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2013. 3. ADVISORY RESOLUTION TO APPROVE Management Abstain Against EXECUTIVE COMPENSATION. EXACTECH, INC. SECURITY 30064E109 MEETING TYPE Annual TICKER SYMBOL EXAC MEETING DATE 02-May-2013 ISIN US30064E1091 AGENDA 933754459 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1 DIRECTOR Management 1 WILLIAM B. LOCANDER For For 2 JAMES G. BINCH For For 3 DAVID PETTY For For 2 APPROVE THE NON-BINDING ADVISORY Management Abstain Against RESOLUTION OF THE NAMED EXECUTIVE OFFICERS' COMPENSATION. 3 RATIFY SELECTION OF MCGLADREY LLP AS Management For For THE COMPANY'S PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013 AVON PRODUCTS, INC. SECURITY 054303102 MEETING TYPE Annual TICKER SYMBOL AVP MEETING DATE 02-May-2013 ISIN US0543031027 AGENDA 933779146 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 DOUGLAS R. CONANT For For 2 W. DON CORNWELL For For 3 V. ANN HAILEY For For 4 FRED HASSAN For For 5 MARIA ELENA LAGOMASINO For For 6 SHERI S. MCCOY For For 7 ANN S. MOORE For For 8 CHARLES H. NOSKI For For 9 GARY M. RODKIN For For 10 PAULA STERN For For 2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against COMPENSATION. 3. APPROVAL OF 2013 STOCK INCENTIVE Management Against Against PLAN. 4. APPROVAL OF 2013 - 2017 EXECUTIVE Management For For INCENTIVE PLAN. 5. RATIFICATION OF THE APPOINTMENT OF Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 6. RESOLUTION REQUESTING A REPORT ON Shareholder Against For SUBSTITUTING SAFER ALTERNATIVES IN PERSONAL CARE PRODUCTS. TENET HEALTHCARE CORPORATION SECURITY 88033G407 MEETING TYPE Annual TICKER SYMBOL THC MEETING DATE 03-May-2013 ISIN US88033G4073 AGENDA 933753661 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: JOHN ELLIS "JEB" Management For For BUSH 1B. ELECTION OF DIRECTOR: TREVOR FETTER Management For For 1C. ELECTION OF DIRECTOR: BRENDA J. Management For For GAINES 1D. ELECTION OF DIRECTOR: KAREN M. Management For For GARRISON 1E. ELECTION OF DIRECTOR: EDWARD A. Management For For KANGAS 1F. ELECTION OF DIRECTOR: J. ROBERT Management For For KERREY 1G. ELECTION OF DIRECTOR: RICHARD R. Management For For PETTINGILL 1H. ELECTION OF DIRECTOR: RONALD A. Management For For RITTENMEYER 1I. ELECTION OF DIRECTOR: JAMES A. UNRUH Management For For 2. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against BASIS, THE COMPANY'S EXECUTIVE COMPENSATION. 3. PROPOSAL TO RATIFY THE SELECTION OF Management For For DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2013. VASCULAR SOLUTIONS, INC. SECURITY 92231M109 MEETING TYPE Annual TICKER SYMBOL VASC MEETING DATE 03-May-2013 ISIN US92231M1099 AGENDA 933764816 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 MARTIN EMERSON For For 2 JOHN ERB For For 3 RICHARD KRAMP For For 4 RICHARD NIGON For For 5 PAUL O'CONNELL For For 6 HOWARD ROOT For For 7 JORGE SAUCEDO For For 2. TO RATIFY THE SELECTION OF BAKER TILLY Management For For VIRCHOW KRAUSE, LLP AS INDEPENDENT AUDITOR OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2013. SNYDER'S-LANCE, INC. SECURITY 833551104 MEETING TYPE Annual TICKER SYMBOL LNCE MEETING DATE 03-May-2013 ISIN US8335511049 AGENDA 933768991 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 JOHN E. DENTON For For 2 DAN C. SWANDER For For 3 MICHAEL A. WAREHIME For For 2. RATIFICATION OF SELECTION OF KPMG LLP Management For For AS INDEPENDENT PUBLIC ACCOUNTING FIRM. 3. APPROVAL, ON AN ADVISORY BASIS, OF Management Abstain Against THE COMPENSATION OF SNYDER'S-LANCE, INC.'S NAMED EXECUTIVE OFFICERS. 4. APPROVAL OF AN AMENDMENT TO THE Management For For RESTATED ARTICLES OF INCORPORATION OF SNYDER'S - LANCE, INC. TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 75,000,000 TO 110,000,000. BAXTER INTERNATIONAL INC. SECURITY 071813109 MEETING TYPE Annual TICKER SYMBOL BAX MEETING DATE 07-May-2013 ISIN US0718131099 AGENDA 933754916 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: THOMAS F. CHEN Management For For 1B. ELECTION OF DIRECTOR: BLAKE E. DEVITT Management For For 1C. ELECTION OF DIRECTOR: JOHN D. FORSYTH Management For For 1D. ELECTION OF DIRECTOR: GAIL D. FOSLER Management For For 1E. ELECTION OF DIRECTOR: CAROLE J. Management For For SHAPAZIAN 2. RATIFICATION OF INDEPENDENT Management For For REGISTERED PUBLIC ACCOUNTING FIRM 3. APPROVAL OF NAMED EXECUTIVE OFFICER Management Abstain Against COMPENSATION 4. AMENDMENT OF ARTICLE SIXTH OF THE Management For For AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ELIMINATING THE CLASSIFIED STRUCTURE OF THE BOARD OF DIRECTORS 5. AMENDMENT OF THE AMENDED AND Management For For RESTATED CERTIFICATE OF INCORPORATION GRANTING HOLDERS OF AT LEAST 25% OF OUTSTANDING COMMON STOCK THE RIGHT TO CALL A SPECIAL MEETING OF SHAREHOLDERS BRISTOL-MYERS SQUIBB COMPANY SECURITY 110122108 MEETING TYPE Annual TICKER SYMBOL BMY MEETING DATE 07-May-2013 ISIN US1101221083 AGENDA 933756794 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: L. ANDREOTTI Management For For 1B. ELECTION OF DIRECTOR: L.B. CAMPBELL Management For For 1C. ELECTION OF DIRECTOR: J.M. CORNELIUS Management For For 1D. ELECTION OF DIRECTOR: L.H. GLIMCHER, Management For For M.D. 1E. ELECTION OF DIRECTOR: M. GROBSTEIN Management For For 1F. ELECTION OF DIRECTOR: A.J. LACY Management For For 1G. ELECTION OF DIRECTOR: V.L. SATO, PH.D. Management For For 1H. ELECTION OF DIRECTOR: E. SIGAL, M.D., Management For For PH.D. 1I. ELECTION OF DIRECTOR: G.L. STORCH Management For For 1J. ELECTION OF DIRECTOR: T.D. WEST, JR. Management For For 2. RATIFICATION OF THE APPOINTMENT OF Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE TO APPROVE THE Management Abstain Against COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. BOSTON SCIENTIFIC CORPORATION SECURITY 101137107 MEETING TYPE Annual TICKER SYMBOL BSX MEETING DATE 07-May-2013 ISIN US1011371077 AGENDA 933757304 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: KATHARINE T. Management For For BARTLETT 1B. ELECTION OF DIRECTOR: BRUCE L. BYRNES Management For For 1C. ELECTION OF DIRECTOR: NELDA J. Management For For CONNORS 1D. ELECTION OF DIRECTOR: KRISTINA M. Management For For JOHNSON 1E. ELECTION OF DIRECTOR: MICHAEL F. Management For For MAHONEY 1F. ELECTION OF DIRECTOR: ERNEST MARIO Management For For 1G. ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Management For For 1H. ELECTION OF DIRECTOR: PETE M. Management For For NICHOLAS 1I. ELECTION OF DIRECTOR: UWE E. Management For For REINHARDT 1J. ELECTION OF DIRECTOR: JOHN E. SUNUNU Management For For 2. TO CONSIDER AND VOTE UPON AN Management Abstain Against ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. TO RATIFY THE APPOINTMENT OF ERNST & Management For For YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. BIOSCRIP, INC. SECURITY 09069N108 MEETING TYPE Annual TICKER SYMBOL BIOS MEETING DATE 07-May-2013 ISIN US09069N1081 AGENDA 933779336 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 RICHARD M. SMITH For For 2 CHARLOTTE W. COLLINS For For 3 SAMUEL P. FRIEDER For For 4 MYRON Z. HOLUBIAK For For 5 DAVID R. HUBERS For For 6 RICHARD L. ROBBINS For For 7 STUART A. SAMUELS For For 8 GORDON H. WOODWARD For For 2. TO APPROVE BY ADVISORY VOTE THE Management Abstain Against COMPENSATION PAID TO THE COMPANY'S EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF ERNST & Management For For YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2013. 4. TO APPROVE THE BIOSCRIP, INC. Management For For EMPLOYEE STOCK PURCHASE PLAN. 5. TO APPROVE AN AMENDMENT TO THE Management Abstain Against BIOSCRIP, INC. 2008 EQUITY INCENTIVE PLAN. WEIGHT WATCHERS INTERNATIONAL, INC. SECURITY 948626106 MEETING TYPE Annual TICKER SYMBOL WTW MEETING DATE 07-May-2013 ISIN US9486261061 AGENDA 933782890 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 STEVEN M. ALTSCHULER For For 2 PHILIPPE J. AMOUYAL For For 3 DAVID P. KIRCHHOFF For For 2. TO RATIFY THE SELECTION OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2013. 3. TO RE-APPROVE THE MATERIAL TERMS OF Management For For THE PERFORMANCE GOALS UNDER THE WEIGHT WATCHERS INTERNATIONAL, INC. 2008 STOCK INCENTIVE PLAN. LABORATORY CORP. OF AMERICA HOLDINGS SECURITY 50540R409 MEETING TYPE Annual TICKER SYMBOL LH MEETING DATE 08-May-2013 ISIN US50540R4092 AGENDA 933756643 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: KERRII B. Management For For ANDERSON 1B. ELECTION OF DIRECTOR: JEAN-LUC Management For For BELINGARD 1C. ELECTION OF DIRECTOR: DAVID P. KING Management For For 1D. ELECTION OF DIRECTOR: WENDY E. LANE Management For For 1E. ELECTION OF DIRECTOR: ROBERT E. Management For For MITTELSTAEDT, JR. 1F. ELECTION OF DIRECTOR: PETER M. Management For For NEUPERT 1G. ELECTION OF DIRECTOR: ARTHUR H. Management For For RUBENSTEIN, MBBCH 1H. ELECTION OF DIRECTOR: ADAM H. Management For For SCHECHTER 1I. ELECTION OF DIRECTOR: M. KEITH WEIKEL, Management For For PH.D. 1J. ELECTION OF DIRECTOR: R. SANDERS Management For For WILLIAMS, M.D. 2. TO APPROVE, BY NON-BINDING VOTE, Management Abstain Against EXECUTIVE COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. HOSPIRA, INC. SECURITY 441060100 MEETING TYPE Annual TICKER SYMBOL HSP MEETING DATE 08-May-2013 ISIN US4410601003 AGENDA 933760820 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: CONNIE R. Management For For CURRAN 1B. ELECTION OF DIRECTOR: WILLIAM G. Management For For DEMPSEY 1C. ELECTION OF DIRECTOR: DENNIS M. Management For For FENTON 1D. ELECTION OF DIRECTOR: HEINO VON Management For For PRONDZYNSKI 1E. ELECTION OF DIRECTOR: MARK F. Management For For WHEELER 2. ADVISORY RESOLUTION TO APPROVE Management Abstain Against EXECUTIVE COMPENSATION. 3. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For & TOUCHE LLP AS AUDITORS FOR HOSPIRA FOR 2013. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE "AGAINST" THE FOLLOWING PROPOSAL 4. 4. SHAREHOLDER PROPOSAL - WRITTEN Shareholder Against For CONSENT. COMPUTER TASK GROUP, INCORPORATED SECURITY 205477102 MEETING TYPE Annual TICKER SYMBOL CTGX MEETING DATE 08-May-2013 ISIN US2054771025 AGENDA 933773714 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 RANDALL L. CLARK For For 2 DAVID H. KLEIN For For 2. TO APPROVE, IN AN ADVISORY AND NON- Management Abstain Against BINDING VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For AS THE COMPANY'S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. LEXICON PHARMACEUTICALS, INC. SECURITY 528872104 MEETING TYPE Annual TICKER SYMBOL LXRX MEETING DATE 09-May-2013 ISIN US5288721047 AGENDA 933756871 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 RAYMOND DEBBANE For For 2 R.J. LEFKOWITZ, M.D. For For 3 ALAN S. NIES, M.D. For For 2. ADVISORY VOTE TO APPROVE THE Management Abstain Against COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. RATIFICATION AND APPROVAL OF THE Management For For APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. GENTIVA HEALTH SERVICES, INC. SECURITY 37247A102 MEETING TYPE Annual TICKER SYMBOL GTIV MEETING DATE 09-May-2013 ISIN US37247A1025 AGENDA 933757049 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1.1 ELECTION OF DIRECTOR: ROBERT S. Management For For FORMAN, JR. 1.2 ELECTION OF DIRECTOR: VICTOR F. GANZI Management For For 1.3 ELECTION OF DIRECTOR: PHILIP R. Management For For LOCHNER, JR. 1.4 ELECTION OF DIRECTOR: STUART OLSTEN Management For For 1.5 ELECTION OF DIRECTOR: SHELDON M. Management For For RETCHIN 1.6 ELECTION OF DIRECTOR: TONY STRANGE Management For For 1.7 ELECTION OF DIRECTOR: RAYMOND S. Management For For TROUBH 1.8 ELECTION OF DIRECTOR: RODNEY D. Management For For WINDLEY 2. RATIFICATION OF APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. APPROVAL, BY NON-BINDING ADVISORY Management Abstain Against VOTE, OF COMPENSATION OF COMPANY'S NAMED EXECUTIVE OFFICERS. 4. APPROVAL OF AMENDMENT TO COMPANY'S Management Against Against 2004 EQUITY INCENTIVE PLAN (AMENDED AND RESTATED AS OF MARCH 16, 2011). EXPRESS SCRIPTS HOLDING COMPANY SECURITY 30219G108 MEETING TYPE Annual TICKER SYMBOL ESRX MEETING DATE 09-May-2013 ISIN US30219G1085 AGENDA 933758306 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: GARY G. BENANAV Management For For 1B. ELECTION OF DIRECTOR: MAURA C. BREEN Management For For 1C. ELECTION OF DIRECTOR: WILLIAM J. Management For For DELANEY 1D. ELECTION OF DIRECTOR: NICHOLAS J. Management For For LAHOWCHIC 1E. ELECTION OF DIRECTOR: THOMAS P. MAC Management For For MAHON 1F. ELECTION OF DIRECTOR: FRANK Management For For MERGENTHALER 1G. ELECTION OF DIRECTOR: WOODROW A. Management For For MYERS, JR., MD 1H. ELECTION OF DIRECTOR: JOHN O. PARKER, Management For For JR. 1I. ELECTION OF DIRECTOR: GEORGE PAZ Management For For 1J. ELECTION OF DIRECTOR: WILLIAM L. Management For For ROPER, MD, MPH 1K. ELECTION OF DIRECTOR: SAMUEL K. Management For For SKINNER 1L. ELECTION OF DIRECTOR: SEYMOUR Management For For STERNBERG 2. TO RATIFY THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. 3. TO APPROVE, BY NON-BINDING VOTE, Management Abstain Against EXECUTIVE COMPENSATION. CVS CAREMARK CORPORATION SECURITY 126650100 MEETING TYPE Annual TICKER SYMBOL CVS MEETING DATE 09-May-2013 ISIN US1266501006 AGENDA 933763509 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: C. DAVID BROWN Management For For II 1B. ELECTION OF DIRECTOR: DAVID W. Management For For DORMAN 1C. ELECTION OF DIRECTOR: ANNE M. Management For For FINUCANE 1D. ELECTION OF DIRECTOR: KRISTEN GIBNEY Management For For WILLIAMS 1E. ELECTION OF DIRECTOR: LARRY J. MERLO Management For For 1F. ELECTION OF DIRECTOR: JEAN-PIERRE Management For For MILLON 1G. ELECTION OF DIRECTOR: RICHARD J. SWIFT Management For For 1H. ELECTION OF DIRECTOR: WILLIAM C. Management For For WELDON 1I. ELECTION OF DIRECTOR: TONY L. WHITE Management For For 2. PROPOSAL TO RATIFY INDEPENDENT Management For For PUBLIC ACCOUNTING FIRM FOR 2013. 3. SAY ON PAY - AN ADVISORY VOTE ON THE Management Abstain Against APPROVAL OF EXECUTIVE COMPENSATION. 4. AMEND THE COMPANY'S 2007 EMPLOYEE Management For For STOCK PURCHASE PLAN TO ADD SHARES TO THE PLAN. 5. AMEND THE COMPANY'S CHARTER TO Management For For REDUCE VOTING THRESHOLDS IN THE FAIR PRICE PROVISION. 6. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For POLITICAL CONTRIBUTIONS AND EXPENDITURES. 7. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For POLICY ON ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE IN CONTROL. 8. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For LOBBYING EXPENDITURES. RYMAN HOSPITALITY PROPERTIES, INC. SECURITY 78377T107 MEETING TYPE Annual TICKER SYMBOL RHP MEETING DATE 09-May-2013 ISIN US78377T1079 AGENDA 933779300 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: MICHAEL J. Management Against Against BENDER 1B. ELECTION OF DIRECTOR: E.K. GAYLORD II Management For For 1C. ELECTION OF DIRECTOR: RALPH HORN Management For For 1D. ELECTION OF DIRECTOR: ELLEN LEVINE Management For For 1E. ELECTION OF DIRECTOR: ROBERT S. Management For For PRATHER, JR. 1F. ELECTION OF DIRECTOR: COLIN V. REED Management For For 1G. ELECTION OF DIRECTOR: MICHAEL D. ROSE Management For For 1H. ELECTION OF DIRECTOR: MICHAEL I. ROTH Management For For 2. TO RATIFY THE APPOINTMENT OF ERNST & Management For For YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013. 3. TO APPROVE, ON AN ADVISORY BASIS, THE Management For For COMPANY'S EXECUTIVE COMPENSATION. ACTAVIS, INC. SECURITY 00507K103 MEETING TYPE Annual TICKER SYMBOL ACT MEETING DATE 10-May-2013 ISIN US00507K1034 AGENDA 933763434 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: JACK MICHELSON Management For For 1B. ELECTION OF DIRECTOR: RONALD R. Management For For TAYLOR 1C. ELECTION OF DIRECTOR: ANDREW L. Management For For TURNER 1D. ELECTION OF DIRECTOR: PAUL M. BISARO Management For For 1E. ELECTION OF DIRECTOR: CHRISTOPHER W. Management For For BODINE 1F. ELECTION OF DIRECTOR: MICHEL J. Management For For FELDMAN 1G. ELECTION OF DIRECTOR: FRED G. WEISS Management For For 2. TO APPROVE, ON AN ADVISORY BASIS, Management Abstain Against NAMED EXECUTIVE OFFICER COMPENSATION. 3. TO RATIFY THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4. TO VOTE ON A PROPOSAL SUBMITTED BY A Shareholder Against For STOCKHOLDER TO REQUEST THAT THE COMPANY ADOPT A POLICY REQUIRING ITS SENIOR EXECUTIVES TO RETAIN A SIGNIFICANT PERCENTAGE OF THE COMPANY SHARES THEY ACQUIRE THROUGH THE COMPANY'S EQUITY COMPENSATION PROGRAMS UNTIL REACHING RETIREMENT AGE. ICU MEDICAL, INC. SECURITY 44930G107 MEETING TYPE Annual TICKER SYMBOL ICUI MEETING DATE 10-May-2013 ISIN US44930G1076 AGENDA 933768547 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 GEORGE A. LOPEZ For For 2 ROBERT S. SWINNEY For For 2. TO RE-APPROVE THE 2008 PERFORMANCE- Management For For BASED INCENTIVE PLAN, AS AMENDED. 3. TO RATIFY SELECTION OF DELOITTE & Management For For TOUCHE LLP AS AUDITORS FOR THE COMPANY. 4. TO APPROVE NAMED EXECUTIVE OFFICER Management Abstain Against COMPENSATION ON AN ADVISORY BASIS. HENRY SCHEIN, INC. SECURITY 806407102 MEETING TYPE Annual TICKER SYMBOL HSIC MEETING DATE 14-May-2013 ISIN US8064071025 AGENDA 933771227 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 STANLEY M. BERGMAN For For 2 GERALD A. BENJAMIN For For 3 JAMES P. BRESLAWSKI For For 4 MARK E. MLOTEK For For 5 STEVEN PALADINO For For 6 BARRY J. ALPERIN For For 7 PAUL BRONS For For 8 DONALD J. KABAT For For 9 PHILIP A. LASKAWY For For 10 KARYN MASHIMA For For 11 NORMAN S. MATTHEWS For For 12 CAROL RAPHAEL For For 13 BRADLEY T. SHEARES, PHD For For 14 LOUIS W. SULLIVAN, MD For For 2. PROPOSAL TO AMEND THE COMPANY'S Management For For SECTION 162(M) CASH BONUS PLAN TO EXTEND THE TERM OF THE PLAN TO DECEMBER 31, 2017 AND TO RE-APPROVE THE PERFORMANCE GOALS THEREUNDER. 3. PROPOSAL TO AMEND AND RESTATE THE Management Against Against COMPANY'S AMENDED AND RESTATED 1994 STOCK INCENTIVE PLAN TO, AMONG OTHER THINGS, INCREASE THE AGGREGATE SHARE RESERVE AND EXTEND THE TERM OF THE PLAN TO MAY 14, 2023. 4. PROPOSAL TO APPROVE, BY NON-BINDING Management Abstain Against VOTE, THE 2012 COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5. PROPOSAL TO RATIFY THE SELECTION OF Management For For BDO USA, LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 28, 2013. UNILEVER PLC SECURITY 904767704 MEETING TYPE Annual TICKER SYMBOL UL MEETING DATE 15-May-2013 ISIN US9047677045 AGENDA 933778548 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. TO RECEIVE THE REPORT AND ACCOUNTS Management For For FOR THE YEAR ENDED 31 DECEMBER 2012 2. TO APPROVE THE DIRECTORS' Management For For REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2012 3. TO RE-ELECT MR P G J M POLMAN AS A Management For For DIRECTOR 4. TO RE-ELECT MR R J-M S HUET AS A Management For For DIRECTOR 5. TO RE-ELECT PROFESSOR L O FRESCO AS Management For For A DIRECTOR 6. TO RE-ELECT MS A M FUDGE AS A Management For For DIRECTOR 7. TO RE-ELECT MR C E GOLDEN AS A Management For For DIRECTOR 8. TO RE-ELECT DR B E GROTE AS A Management For For DIRECTOR 9. TO RE-ELECT MS H NYASULU AS A Management For For DIRECTOR 10. TO RE-ELECT THE RT HON SIR MALCOLM Management For For RIFKIND MP AS A DIRECTOR 11. TO RE-ELECT MR K J STORM AS A Management For For DIRECTOR 12. TO RE-ELECT MR M TRESCHOW AS A Management For For DIRECTOR 13. TO RE-ELECT MR P S WALSH AS A Management For For DIRECTOR 14. TO ELECT MRS L M CHA AS A DIRECTOR Management For For 15. TO ELECT MS M MA AS A DIRECTOR Management For For 16. TO ELECT MR J RISHTON AS A DIRECTOR Management For For 17. TO RE-APPOINT Management For For PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE COMPANY 18. TO AUTHORISE THE DIRECTORS TO FIX THE Management For For REMUNERATION OF THE AUDITORS 19. TO RENEW THE AUTHORITY TO DIRECTORS Management For For TO ISSUE SHARES 20. TO RENEW THE AUTHORITY TO DIRECTORS Management Against Against TO DISAPPLY PRE-EMPTION RIGHTS 21. TO RENEW THE AUTHORITY TO THE Management For For COMPANY TO PURCHASE ITS OWN SHARES 22. TO AUTHORISE POLITICAL DONATIONS AND Management For For EXPENDITURE 23. TO SHORTEN THE NOTICE PERIOD FOR Management For For GENERAL MEETINGS DEAN FOODS COMPANY SECURITY 242370104 MEETING TYPE Annual TICKER SYMBOL DF MEETING DATE 15-May-2013 ISIN US2423701042 AGENDA 933787472 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1.1 ELECTION OF DIRECTOR FOR A 1-YEAR Management For For TERM: GREGG L. ENGLES 1.2 ELECTION OF DIRECTOR FOR A 1-YEAR Management For For TERM: TOM C. DAVIS 1.3 ELECTION OF DIRECTOR FOR A 1-YEAR Management For For TERM: JIM L. TURNER 1.4 ELECTION OF DIRECTOR FOR A 1-YEAR Management For For TERM: ROBERT T. WISEMAN 2. PROPOSAL TO APPROVE AN AMENDMENT Management For For TO OUR RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF OUR ISSUED COMMON STOCK, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT 3. PROPOSAL TO AMEND OUR 2007 STOCK Management For For INCENTIVE PLAN 4. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against BASIS, OUR EXECUTIVE COMPENSATION 5. PROPOSAL TO RATIFY DELOITTE & TOUCHE Management For For LLP AS INDEPENDENT AUDITOR 6. STOCKHOLDER PROPOSAL TO LIMIT Shareholder Against For ACCELERATED VESTING OF EQUITY AWARDS PURSUANT TO A CHANGE IN CONTROL OF OUR COMPANY 7. STOCKHOLDER PROPOSAL RELATED TO Shareholder Against For THE RETENTION OF EQUITY AWARDS 8. STOCKHOLDER PROPOSAL TO ADOPT A Shareholder Against For POLICY RELATING TO THE DEHORNING OF CATTLE BY THE COMPANY'S SUPPLIERS 9. STOCKHOLDER PROPOSAL RELATED TO AN Shareholder Against For INDEPENDENT CHAIRMAN OF THE BOARD INVENTURE FOODS INC SECURITY 461212102 MEETING TYPE Annual TICKER SYMBOL SNAK MEETING DATE 15-May-2013 ISIN US4612121024 AGENDA 933802399 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 ASHTON D. ASENSIO For For 2 MACON BRYCE EDMONSON For For 3 PAUL J. LAPDAT For For 4 TERRY MCDANIEL For For 5 DAVID L. MEYERS For For 6 LARRY R. POLHILL For For 7 ITZHAK REICHMAN For For 2. RATIFY SELECTION OF MOSS ADAMS LLP AS Management For For INDEPENDENT PUBLIC ACCOUNTANTS. 3. ADVISORY APPROVAL OF THE Management Abstain Against COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. DR PEPPER SNAPPLE GROUP,INC. SECURITY 26138E109 MEETING TYPE Annual TICKER SYMBOL DPS MEETING DATE 16-May-2013 ISIN US26138E1091 AGENDA 933758180 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A ELECTION OF DIRECTOR: JOHN L. ADAMS Management For For 1B ELECTION OF DIRECTOR: RONALD G. Management For For ROGERS 2 TO RATIFY THE APPOINTMENT OF DELOITTE Management For For & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013. 3 RESOLVED, THAT THE COMPENSATION PAID Management Abstain Against TO NAMED EXECUTIVE OFFICERS WITH RESPECT TO 2012, AS DISCLOSED PURSUANT TO THE COMPENSATION DISCLOSURE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES & NARRATIVE DISCUSSION, IS HEREBY APPROVED. 4 TO RE-APPROVE THE MANAGEMENT Management For For INCENTIVE PLAN TO COMPLY WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS PROMULGATED THEREUNDER. ASSISTED LIVING CONCEPTS INC SECURITY 04544X300 MEETING TYPE Special TICKER SYMBOL ALC MEETING DATE 16-May-2013 ISIN US04544X3008 AGENDA 933790621 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. TO APPROVE THE AGREEMENT AND PLAN Management For For OF MERGER, ("MERGER AGREEMENT"), BY AND AMONG THE COMPANY, AID HOLDINGS, LLC, ("PARENT"), AND AID MERGER SUB, LLC, ("MERGER SUB"), PROVIDING FOR THE MERGER OF MERGER SUB WITH AND INTO THE COMPANY (THE "MERGER"), WITH THE COMPANY SURVIVING THE MERGER AS A WHOLLY-OWNED SUBSIDIARY OF PARENT. 2. TO CONSIDER AND VOTE ON A NON- Management Abstain Against BINDING, ADVISORY PROPOSAL TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH, OR FOLLOWING, THE CONSUMMATION OF THE MERGER, AS SPECIFIED AND DISCLOSED IN THE PROXY STATEMENT. AETNA INC. SECURITY 00817Y108 MEETING TYPE Annual TICKER SYMBOL AET MEETING DATE 17-May-2013 ISIN US00817Y1082 AGENDA 933769260 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: FERNANDO Management For For AGUIRRE 1B. ELECTION OF DIRECTOR: MARK T. Management For For BERTOLINI 1C. ELECTION OF DIRECTOR: FRANK M. CLARK Management For For 1D. ELECTION OF DIRECTOR: BETSY Z. COHEN Management For For 1E. ELECTION OF DIRECTOR: MOLLY J. COYE, Management For For M.D. 1F. ELECTION OF DIRECTOR: ROGER N. FARAH Management For For 1G. ELECTION OF DIRECTOR: BARBARA Management For For HACKMAN FRANKLIN 1H. ELECTION OF DIRECTOR: JEFFREY E. Management For For GARTEN 1I. ELECTION OF DIRECTOR: ELLEN M. Management For For HANCOCK 1J. ELECTION OF DIRECTOR: RICHARD J. Management For For HARRINGTON 1K. ELECTION OF DIRECTOR: EDWARD J. Management For For LUDWIG 1L. ELECTION OF DIRECTOR: JOSEPH P. Management For For NEWHOUSE 2. APPROVAL OF THE APPOINTMENT OF THE Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3. APPROVAL OF THE PROPOSED Management Against Against AMENDMENT TO THE AMENDED AETNA INC. 2010 STOCK INCENTIVE PLAN 4. APPROVAL OF THE COMPANY'S EXECUTIVE Management Abstain Against COMPENSATION ON A NON-BINDING ADVISORY BASIS 5. SHAREHOLDER PROPOSAL ON Shareholder Against For INDEPENDENT BOARD CHAIR 6. SHAREHOLDER PROPOSAL ON SIMPLE Shareholder Against For MAJORITY VOTE 7. SHAREHOLDER PROPOSAL ON POLITICAL Shareholder Against For CONTRIBUTIONS - BOARD OVERSIGHT CHEMED CORPORATION SECURITY 16359R103 MEETING TYPE Annual TICKER SYMBOL CHE MEETING DATE 20-May-2013 ISIN US16359R1032 AGENDA 933782698 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: KEVIN J. Management For For MCNAMARA 1B. ELECTION OF DIRECTOR: JOEL F. Management For For GEMUNDER 1C. ELECTION OF DIRECTOR: PATRICK P. Management For For GRACE 1D. ELECTION OF DIRECTOR: THOMAS C. Management For For HUTTON 1E. ELECTION OF DIRECTOR: WALTER L. KREBS Management For For 1F. ELECTION OF DIRECTOR: ANDREA R. Management For For LINDELL 1G. ELECTION OF DIRECTOR: THOMAS P. RICE Management For For 1H. ELECTION OF DIRECTOR: DONALD E. Management For For SAUNDERS 1I. ELECTION OF DIRECTOR: GEORGE J. Management For For WALSH III 1J. ELECTION OF DIRECTOR: FRANK E. WOOD Management For For 2. RATIFICATION OF AUDIT COMMITTEE'S Management For For SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR 2013. 3. ADVISORY VOTE TO APPROVE EXECUTIVE Management For For COMPENSATION. MONDELEZ INTL, INC SECURITY 609207105 MEETING TYPE Annual TICKER SYMBOL MDLZ MEETING DATE 21-May-2013 ISIN US6092071058 AGENDA 933759625 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: STEPHEN F. Management For For BOLLENBACH 1B. ELECTION OF DIRECTOR: LEWIS W.K. Management For For BOOTH 1C. ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For 1D. ELECTION OF DIRECTOR: MARK D. Management For For KETCHUM 1E. ELECTION OF DIRECTOR: JORGE S. Management For For MESQUITA 1F. ELECTION OF DIRECTOR: FREDRIC G. Management For For REYNOLDS 1G. ELECTION OF DIRECTOR: IRENE B. Management For For ROSENFELD 1H. ELECTION OF DIRECTOR: PATRICK T. Management For For SIEWERT 1I. ELECTION OF DIRECTOR: RUTH J. SIMMONS Management For For 1J ELECTION OF DIRECTOR: RATAN N. TATA Management For For 1K ELECTION OF DIRECTOR: J.F. VAN Management For For BOXMEER 2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against COMPENSATION 3. RATIFICATION OF Management For For PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR 2013 4. SHAREHOLDER PROPOSAL: REPORT ON Shareholder Against For EXTENDED PRODUCER RESPONSIBILITY 5 SHAREHOLDER PROPOSAL: Shareholder Against For SUSTAINABILITY REPORT ON GENDER EQUALITY IN THE COMPANY'S SUPPLY CHAIN GREATBATCH, INC. SECURITY 39153L106 MEETING TYPE Annual TICKER SYMBOL GB MEETING DATE 21-May-2013 ISIN US39153L1061 AGENDA 933802161 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 PAMELA G. BAILEY For For 2 ANTHONY P. BIHL III For For 3 JOSEPH W. DZIEDZIC For For 4 THOMAS J. HOOK For For 5 RUDY A. MAZZOCCHI For For 6 KEVIN C. MELIA For For 7 DR. J.A. MILLER, JR. For For 8 BILL R. SANFORD For For 9 PETER H. SODERBERG For For 10 WILLIAM B. SUMMERS, JR. For For 2. RATIFY THE APPOINTMENT OF DELOITTE & Management For For TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR GREATBATCH, INC. FOR FISCAL YEAR 2013. 3. APPROVE BY NON-BINDING ADVISORY VOTE Management Abstain Against THE COMPENSATION OF GREATBATCH, INC.'S NAMED EXECUTIVE OFFICERS. KRAFT FOODS GROUP, INC. SECURITY 50076Q106 MEETING TYPE Annual TICKER SYMBOL KRFT MEETING DATE 22-May-2013 ISIN US50076Q1067 AGENDA 933755499 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: ABELARDO E. BRU Management For For 1B. ELECTION OF DIRECTOR: JEANNE P. Management For For JACKSON 1C. ELECTION OF DIRECTOR: E. FOLLIN SMITH Management For For 2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against COMPENSATION. 3. ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against AN EXECUTIVE COMPENSATION VOTE. 4. APPROVAL OF THE MATERIAL TERMS FOR Management For For PERFORMANCE-BASED AWARDS UNDER THE KRAFT FOODS GROUP, INC. 2012 PERFORMANCE INCENTIVE PLAN. 5. RATIFICATION OF THE SELECTION OF Management For For PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 28, 2013. 6. SHAREHOLDER PROPOSAL: LABEL Shareholder Against For GENETICALLY ENGINEERED PRODUCTS. AMGEN INC. SECURITY 031162100 MEETING TYPE Annual TICKER SYMBOL AMGN MEETING DATE 22-May-2013 ISIN US0311621009 AGENDA 933774968 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: DR. DAVID Management For For BALTIMORE 1B. ELECTION OF DIRECTOR: MR. FRANK J. Management For For BIONDI, JR. 1C. ELECTION OF DIRECTOR: MR. ROBERT A. Management For For BRADWAY 1D. ELECTION OF DIRECTOR: MR. FRANCOIS DE Management For For CARBONNEL 1E. ELECTION OF DIRECTOR: DR. VANCE D. Management For For COFFMAN 1F. ELECTION OF DIRECTOR: MR. ROBERT A. Management For For ECKERT 1G. ELECTION OF DIRECTOR: DR. REBECCA M. Management For For HENDERSON 1H. ELECTION OF DIRECTOR: MR. FRANK C. Management For For HERRINGER 1I. ELECTION OF DIRECTOR: DR. TYLER JACKS Management For For 1J. ELECTION OF DIRECTOR: DR. GILBERT S. Management For For OMENN 1K. ELECTION OF DIRECTOR: MS. JUDITH C. Management For For PELHAM 1L. ELECTION OF DIRECTOR: MR. LEONARD D. Management For For SCHAEFFER 1M. ELECTION OF DIRECTOR: DR. RONALD D. Management For For SUGAR 2. TO RATIFY THE SELECTION OF ERNST & Management For For YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. 3. ADVISORY VOTE TO APPROVE OUR Management Abstain Against EXECUTIVE COMPENSATION. 4. APPROVAL OF OUR PROPOSED AMENDED Management Against Against AND RESTATED 2009 EQUITY INCENTIVE PLAN. FLOWERS FOODS, INC. SECURITY 343498101 MEETING TYPE Annual TICKER SYMBOL FLO MEETING DATE 22-May-2013 ISIN US3434981011 AGENDA 933777976 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 ALLEN L. SHIVER* For For 2 FRANKLIN L. BURKE# For For 3 GEORGE E. DEESE# For For 4 MANUEL A. FERNANDEZ# For For 5 MELVIN T. STITH# For For 2. TO APPROVE, BY ADVISORY VOTE, THE Management Abstain Against COMPENSATION OF THE COMPANY'S NAMED EXECUTIVES, AS DISCLOSED IN THE PROXY STATEMENT. 3. TO RATIFY THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FLOWERS FOODS, INC. FOR THE FISCAL YEAR ENDING DECEMBER 28, 2013. BOULDER BRANDS INC SECURITY 101405108 MEETING TYPE Annual TICKER SYMBOL BDBD MEETING DATE 22-May-2013 ISIN US1014051080 AGENDA 933779829 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 STEPHEN B. HUGHES For For 2 JAMES E. LEWIS For For 2. PROPOSAL TO APPROVE, ON AN ADVISORY Management For For BASIS, OUR NAMED EXECUTIVE OFFICER COMPENSATION 3. PROPOSAL TO RATIFY THE APPOINTMENT Management For For OF EKS&H LLLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013 ENDO HEALTH SOLUTIONS INC. SECURITY 29264F205 MEETING TYPE Annual TICKER SYMBOL ENDP MEETING DATE 22-May-2013 ISIN US29264F2056 AGENDA 933781913 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: ROGER H. KIMMEL Management For For 1B. ELECTION OF DIRECTOR: RAJIV DE SILVA Management For For 1C. ELECTION OF DIRECTOR: JOHN J. DELUCCA Management For For 1D. ELECTION OF DIRECTOR: NANCY J. Management For For HUTSON, PH.D. 1E. ELECTION OF DIRECTOR: MICHAEL HYATT Management For For 1F. ELECTION OF DIRECTOR: WILLIAM P. Management For For MONTAGUE 1G. ELECTION OF DIRECTOR: DAVID B. NASH, Management For For M.D., M.B.A. 1H. ELECTION OF DIRECTOR: JOSEPH C. Management For For SCODARI 1I. ELECTION OF DIRECTOR: JILL D. SMITH Management For For 1J. ELECTION OF DIRECTOR: WILLIAM F. Management For For SPENGLER 2. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013. 3. TO APPROVE, BY ADVISORY VOTE, NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION. GNC HOLDINGS INC. SECURITY 36191G107 MEETING TYPE Annual TICKER SYMBOL GNC MEETING DATE 23-May-2013 ISIN US36191G1076 AGENDA 933781898 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1 DIRECTOR Management 1 PHILIP E. MALLOTT For For 2 C. SCOTT O'HARA For For 3 RICHARD J. WALLACE For For 2 AMENDMENT TO THE COMPANY'S AMENDED Management For For AND RESTATED CERTIFICATE OF INCORPORATION TO: ELIMINATE THE AUTHORIZED CLASS B COMMON STOCK, PAR VALUE OF $0.001 PER SHARE AND PROVISIONS RELATED THERETO 3 AMENDMENT TO THE COMPANY'S AMENDED Management For For AND RESTATED CERTIFICATE OF INCORPORATION TO: SET RANGE IN SIZE OF OUR BOARD OF DIRECTORS. 4 THE APPROVAL OF AN AMENDMENT TO THE Management For For COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO: DECLASSIFY OUR BOARD OF DIRECTORS AND PROVIDE FOR ANNUAL ELECTION OF ALL DIRECTORS 5 THE APPROVAL OF AN AMENDMENT TO THE Management For For COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO: DELETE VARIOUS PROVISIONS RELATED TO THE COMPANY'S FORMER "SPONSORS" 6 AMENDMENT TO THE COMPANY'S Management For For CERTIFICATE OF INCORPORATION TO: PERMIT STOCKHOLDERS TO TAKE ACTION BY WRITTEN CONSENT. 7 THE RATIFICATION OF THE APPOINTMENT Management For For OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE COMPANY'S 2013 FISCAL YEAR 8 THE APPROVAL, BY NON-BINDING VOTE, OF Management Abstain Against THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS IN 2012, AS DISCLOSED IN THE ACCOMPANYING PROXY MATERIALS 3SBIO INC. SECURITY 88575Y105 MEETING TYPE Special TICKER SYMBOL SSRX MEETING DATE 24-May-2013 ISIN US88575Y1055 AGENDA 933767937 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- S1 AS A SPECIAL RESOLUTION THAT THE Management For For AGREEMENT AND PLAN OF MERGER DATED FEBRUARY 8, 2013 (THE "ORIGINAL MERGER AGREEMENT"), AS AMENDED BY AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 24, 2013, AMONG PARENT, MERGER SUB AND THE COMPANY, AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, AND ARE HEREBY, AUTHORIZED AND APPROVED. S2 AS A SPECIAL RESOLUTION THAT THE Management For For DIRECTORS OF THE COMPANY BE, AND ARE HEREBY, AUTHORIZED TO DO ALL THINGS NECESSARY TO GIVE EFFECT TO THE MERGER AGREEMENT. 3 THAT THE CHAIRMAN OF THE Management For For EXTRAORDINARY GENERAL MEETING BE INSTRUCTED TO ADJOURN OR POSTPONE THE EXTRAORDINARY GENERAL MEETING IN ORDER TO ALLOW THE COMPANY TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE EXTRAORDINARY GENERAL MEETING TO PASS THE SPECIAL RESOLUTIONS TO BE PROPOSED AT THE EXTRAORDINARY GENERAL MEETING. MYLAN INC. SECURITY 628530107 MEETING TYPE Annual TICKER SYMBOL MYL MEETING DATE 24-May-2013 ISIN US6285301072 AGENDA 933793968 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: HEATHER BRESCH Management For For 1B. ELECTION OF DIRECTOR: WENDY CAMERON Management For For 1C. ELECTION OF DIRECTOR: ROBERT J. Management For For CINDRICH 1D. ELECTION OF DIRECTOR: ROBERT J. COURY Management For For 1E. ELECTION OF DIRECTOR: NEIL DIMICK, Management For For C.P.A. 1F. ELECTION OF DIRECTOR: MELINA HIGGINS Management For For 1G. ELECTION OF DIRECTOR: DOUGLAS J. Management For For LEECH, C.P.A. 1H. ELECTION OF DIRECTOR: RAJIV MALIK Management For For 1I. ELECTION OF DIRECTOR: JOSEPH C. Management For For MAROON, M.D. 1J. ELECTION OF DIRECTOR: MARK W. PARRISH Management For For 1K. ELECTION OF DIRECTOR: RODNEY L. PIATT, Management For For C.P.A. 1L. ELECTION OF DIRECTOR: C.B. TODD Management For For 1M. ELECTION OF DIRECTOR: RANDALL L. Management For For (PETE) VANDERVEEN, PH.D., R.PH., C.P.A. 2. RATIFY THE SELECTION OF DELOITTE & Management For For TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013. 3. APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY. 4. CONSIDER A SHAREHOLDER PROPOSAL Shareholder Against For REQUESTING THE ADOPTION OF A MANDATORY POLICY REQUIRING THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS BE AN INDEPENDENT DIRECTOR. MERCK & CO., INC. SECURITY 58933Y105 MEETING TYPE Annual TICKER SYMBOL MRK MEETING DATE 28-May-2013 ISIN US58933Y1055 AGENDA 933782319 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: LESLIE A. BRUN Management For For 1B. ELECTION OF DIRECTOR: THOMAS R. CECH Management For For 1C. ELECTION OF DIRECTOR: KENNETH C. Management For For FRAZIER 1D. ELECTION OF DIRECTOR: THOMAS H. Management For For GLOCER 1E. ELECTION OF DIRECTOR: WILLIAM B. Management For For HARRISON JR. 1F. ELECTION OF DIRECTOR: C. ROBERT Management For For KIDDER 1G. ELECTION OF DIRECTOR: ROCHELLE B. Management For For LAZARUS 1H. ELECTION OF DIRECTOR: CARLOS E. Management For For REPRESAS 1I. ELECTION OF DIRECTOR: PATRICIA F. Management For For RUSSO 1J. ELECTION OF DIRECTOR: CRAIG B. Management For For THOMPSON 1K. ELECTION OF DIRECTOR: WENDELL P. Management For For WEEKS 1L. ELECTION OF DIRECTOR: PETER C. Management For For WENDELL 2. RATIFICATION OF THE APPOINTMENT OF Management For For THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against COMPENSATION. 4. SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For SHAREHOLDERS' RIGHT TO ACT BY WRITTEN CONSENT. 5. SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For SPECIAL SHAREOWNER MEETINGS. 6. SHAREHOLDER PROPOSAL CONCERNING A Shareholder Against For REPORT ON CHARITABLE AND POLITICAL CONTRIBUTIONS. 7. SHAREHOLDER PROPOSAL CONCERNING A Shareholder Against For REPORT ON LOBBYING ACTIVITIES. ILLUMINA, INC. SECURITY 452327109 MEETING TYPE Annual TICKER SYMBOL ILMN MEETING DATE 29-May-2013 ISIN US4523271090 AGENDA 933781735 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 GERALD MOLLER, PH.D.* For For 2 DAVID R. WALT, PH.D.* For For 3 R.S. EPSTEIN, M.D.# For For 2. TO RATIFY THE APPOINTMENT OF ERNST & Management For For YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 29, 2013 3. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT 4. TO APPROVE AN AMENDMENT TO THE Management Against Against ILLUMINA, INC. 2005 STOCK AND INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE BY 5,000,000 SHARES AND TO EXTEND THE TERMINATION DATE OF THE PLAN UNTIL JUNE 28, 2016 UNITEDHEALTH GROUP INCORPORATED SECURITY 91324P102 MEETING TYPE Annual TICKER SYMBOL UNH MEETING DATE 03-Jun-2013 ISIN US91324P1021 AGENDA 933799390 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: WILLIAM C. Management For For BALLARD, JR. 1B. ELECTION OF DIRECTOR: EDSON BUENO, Management For For M.D. 1C. ELECTION OF DIRECTOR: RICHARD T. Management For For BURKE 1D. ELECTION OF DIRECTOR: ROBERT J. Management For For DARRETTA 1E. ELECTION OF DIRECTOR: STEPHEN J. Management For For HEMSLEY 1F. ELECTION OF DIRECTOR: MICHELE J. Management For For HOOPER 1G. ELECTION OF DIRECTOR: RODGER A. Management For For LAWSON 1H. ELECTION OF DIRECTOR: DOUGLAS W. Management For For LEATHERDALE 1I. ELECTION OF DIRECTOR: GLENN M. Management For For RENWICK 1J. ELECTION OF DIRECTOR: KENNETH I. SHINE, Management For For M.D. 1K. ELECTION OF DIRECTOR: GAIL R. Management For For WILENSKY, PH.D. 2. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against EXECUTIVE COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF Management For For DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2013. 4. THE SHAREHOLDER PROPOSAL SET FORTH Shareholder Against For IN THE PROXY STATEMENT REQUESTING ADDITIONAL LOBBYING DISCLOSURE, IF PROPERLY PRESENTED AT THE 2013 ANNUAL MEETING OF SHAREHOLDERS. THE FRESH MARKET, INC. SECURITY 35804H106 MEETING TYPE Annual TICKER SYMBOL TFM MEETING DATE 04-Jun-2013 ISIN US35804H1068 AGENDA 933802135 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 RAY BERRY For For 2 JEFFREY NAYLOR For For 3 JANE THOMPSON For For 2. RATIFICATION OF THE APPOINTMENT OF Management For For ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR 2013 FISCAL YEAR. 3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION. MAKO SURGICAL CORP SECURITY 560879108 MEETING TYPE Annual TICKER SYMBOL MAKO MEETING DATE 04-Jun-2013 ISIN US5608791084 AGENDA 933805547 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 CHRISTOPHER C. DEWEY For For 2 RICHARD R. PETTINGILL For For 2. TO APPROVE BY NON-BINDING ADVISORY Management Abstain Against VOTE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF ERNST & Management For For YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. VITAMIN SHOPPE, INC. SECURITY 92849E101 MEETING TYPE Annual TICKER SYMBOL VSI MEETING DATE 05-Jun-2013 ISIN US92849E1010 AGENDA 933799821 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: B. MICHAEL Management For For BECKER 1B. ELECTION OF DIRECTOR: CATHERINE Management For For BUGGELN 1C. ELECTION OF DIRECTOR: DEBORAH M. Management For For DERBY 1D. ELECTION OF DIRECTOR: JOHN H. Management For For EDMONDSON 1E. ELECTION OF DIRECTOR: DAVID H. EDWAB Management For For 1F. ELECTION OF DIRECTOR: RICHARD L. Management For For MARKEE 1G. ELECTION OF DIRECTOR: RICHARD L. Management For For PERKAL 1H. ELECTION OF DIRECTOR: BETH M. Management For For PRITCHARD 1I. ELECTION OF DIRECTOR: KATHERINE Management For For SAVITT 1J. ELECTION OF DIRECTOR: ANTHONY N. Management For For TRUESDALE 2. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF Management For For DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. NEOGENOMICS INC. SECURITY 64049M209 MEETING TYPE Annual TICKER SYMBOL NEO MEETING DATE 06-Jun-2013 ISIN US64049M2098 AGENDA 933825727 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 DOUGLAS M. VANOORT For For 2 STEVEN C. JONES For For 3 MICHAEL T. DENT, M.D. For For 4 KEVIN C. JOHNSON For For 5 RAYMOND R. HIPP For For 6 WILLIAM J. ROBISON For For 2. AN ADVISORY VOTE ON THE Management Abstain Against COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS 3. AN ADVISORY VOTE ON THE FREQUENCY Management Abstain Against OF FUTURE ADVISORY VOTES ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS 4. TO APPROVE THE AMENDMENT OF OUR Management For For EMPLOYEE STOCK PURCHASE PLAN 5. TO APPROVE THE AMENDMENT OF OUR Management Abstain Against AMENDED AND RESTATED EQUITY INCENTIVE PLAN TINGYI (CAYMAN ISLANDS) HOLDING CORP SECURITY G8878S103 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 07-Jun-2013 ISIN KYG8878S1030 AGENDA 704414426 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- CMMT PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS. THANK YOU. CMMT PLEASE NOTE THAT THE COMPANY NOTICE Non-Voting AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0412/LTN20130412243.pdf- http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0412/LTN20130412225.pdf 1 To receive and consider the audited accounts Management For For and the reports of the directors and auditors for the year ended 31 December 2012 2 To declare the payment of a final dividend for the Management For For year ended 31 December 2012 3.1 To re-elect the retiring director and authorise the Management For For Directors to fix their remuneration: Mr. Ryo Yoshizawa 3.2 To re-elect the retiring director and authorise the Management For For Directors to fix their remuneration: Mr. Wu Chung-Yi 3.3 To re-elect the retiring director and authorise the Management For For Directors to fix their remuneration: Mr. Lee Tiong- Hock 4 To re-appoint auditors of the Company and Management For For authorise the directors to fix their remuneration 5 To consider and approve the general mandate for Management For For issue of shares 6 To consider and approve the general mandate to Management For For repurchase shares in the capital of the Company 7 To consider and approve that the aggregate Management For For nominal amount of shares which are repurchased by the Company shall be added to the aggregate nominal amount of the shares which may be allotted pursuant to the general mandate for issue of shares PLEASE NOTE THAT THIS IS A REVISION Non-Voting DUE TO MODIFICATION OF TEXT IN RESOLUTION-7. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FOR-M UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. MEDASSETS, INC. SECURITY 584045108 MEETING TYPE Annual TICKER SYMBOL MDAS MEETING DATE 13-Jun-2013 ISIN US5840451083 AGENDA 933819508 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1 DIRECTOR Management 1 JOHN A. BARDIS For For 2 HARRIS HYMAN IV For For 3 TERRENCE J. MULLIGAN For For 2. TO RATIFY THE APPOINTMENT OF KPMG Management For For LLP, AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. 3. TO APPROVE THE COMPENSATION OF THE Management Abstain Against COMPANY'S NAMED EXECUTIVE OFFICERS. 4. TO APPROVE AN AMENDMENT TO THE Management Against Against COMPANY'S LONG TERM PERFORMANCE INCENTIVE PLAN. 5. TO APPROVE THE COMPANY'S 2013 ANNUAL Management For For INCENTIVE COMPENSATION PLAN. PARMALAT SPA, COLLECCHIO SECURITY T7S73M107 MEETING TYPE Ordinary General Meeting TICKER SYMBOL MEETING DATE 14-Jun-2013 ISIN IT0003826473 AGENDA 704506091 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- CMMT PLEASE NOTE THAT THIS IS AN Non-Voting AMENDMENT TO MEETING ID 188715 DUE TO POSTPONEMENT-OF THE MEETING DATE FROM 17 MAY 2013 TO 14 JUNE 2013 AND ADDITION OF RESOLUTI-ON. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WIL-L NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT PLEASE NOTE THAT THE ITALIAN Non-Voting LANGUAGE AGENDA IS AVAILABLE BY CLICKING ON THE U-RL LINK: https://materials.proxyvote.com/Approved/99999 Z/19840101/NPS_168664.P-DF 1 Approval of the statement of financial position, Management Against Against income statement and accompanying notes at December 31, 2012 and the related Report on Operations. Motion for the appropriation of the year's net profit. Review of the Report of the Board of Statutory Auditors. Pertinent and related resolutions 2 Decision on the substitution of the Member of the Management Abstain Against Board of Directors Antonio Sala. Pertinent and related resolutions 3 Decision on the substitution of the Effective Management Abstain Against Statutory Auditor Roberto Cravero. Pertinent and related resolutions CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting DUE TO MODIFICATION IN THE TEXT OF RESOLUT-ION 3. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY-FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. DAVITA HEALTHCARE PARTNERS, INC. SECURITY 23918K108 MEETING TYPE Annual TICKER SYMBOL DVA MEETING DATE 17-Jun-2013 ISIN US23918K1088 AGENDA 933811730 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: PAMELA M. Management For For ARWAY 1B. ELECTION OF DIRECTOR: CHARLES G. BERG Management For For 1C. ELECTION OF DIRECTOR: CAROL ANTHONY Management For For DAVIDSON 1D. ELECTION OF DIRECTOR: PAUL J. DIAZ Management For For 1E. ELECTION OF DIRECTOR: PETER T. GRAUER Management For For 1F. ELECTION OF DIRECTOR: ROBERT J. Management For For MARGOLIS 1G. ELECTION OF DIRECTOR: JOHN M. NEHRA Management For For 1H. ELECTION OF DIRECTOR: WILLIAM L. ROPER Management For For 1I. ELECTION OF DIRECTOR: KENT J. THIRY Management For For 1J. ELECTION OF DIRECTOR: ROGER J. VALINE Management For For 2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013. 3. TO HOLD AN ADVISORY VOTE ON Management Abstain Against EXECUTIVE COMPENSATION. 4. TO ADOPT AND APPROVE AN AMENDMENT Management Against Against TO OUR 2011 INCENTIVE AWARD PLAN, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 5. TO CONSIDER AND VOTE UPON A Shareholder Against For STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING, REGARDING EXECUTIVE PAY. 6. TO CONSIDER AND VOTE UPON A Shareholder Against For STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING, REGARDING LOBBYING. CUTERA, INC. SECURITY 232109108 MEETING TYPE Annual TICKER SYMBOL CUTR MEETING DATE 19-Jun-2013 ISIN US2321091082 AGENDA 933818190 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 W. MARK LORTZ For For 2 GREGORY BARRETT For For 3 JERRY P. WIDMAN For For 2. RATIFICATION OF ERNST & YOUNG LLP AS Management For For OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. 3. APPROVAL OF THE AMENDED AND Management For For RESTATED 2004 EQUITY INCENTIVE PLAN. 4. A NON-BINDING ADVISORY VOTE ON THE Management For For APPROVAL OF EXECUTIVE COMPENSATION. LIFEWAY FOODS, INC. SECURITY 531914109 MEETING TYPE Annual TICKER SYMBOL LWAY MEETING DATE 20-Jun-2013 ISIN US5319141090 AGENDA 933821185 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1 DIRECTOR Management 1 LUDMILA SMOLYANSKY For For 2 JULIE SMOLYANSKY For For 3 POL SIKAR For For 4 RENZO BERNARDI For For 5 GUSTAVO CARLOS VALLE For For 6 PAUL LEE For For 7 JASON SCHER For For 2 THE AMENDMENT OF THE COMPANY'S Management For For ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE. 3 THE AMENDMENT AND RESTATEMENT OF Management Against Against THE COMPANY'S ARTICLES OF INCORPORATION. 4 THE RATIFICATION OF THE APPOINTMENT Management For For OF PLANTE & MORAN, PLLC, AS INDEPENDENT AUDITORS FOR THE NEXT FISCAL YEAR. 5 THE APPROVAL OF THE NON-BINDING Management Abstain Against ADVISORY RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 6 THE VOTE UPON A NON-BINDING ADVISORY Management Abstain Against PROPOSAL AS TO THE FREQUENCY (EVERY ONE, TWO OR THREE YEARS) WITH WHICH THE NON-BINDING SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SHOULD BE CONDUCTED. ORTHOFIX INTERNATIONAL N.V. SECURITY N6748L102 MEETING TYPE Annual TICKER SYMBOL OFIX MEETING DATE 20-Jun-2013 ISIN ANN6748L1027 AGENDA 933822151 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1. DIRECTOR Management 1 JAMES F. GERO For For 2 GUY J. JORDAN For For 3 MICHAEL R. MAINELLI For For 4 BRADLEY R. MASON For For 5 MARIA SAINZ For For 6 DAVEY S. SCOON For For 7 WALTER P. VON WARTBURG For For 8 KENNETH R. WEISSHAAR For For 2. APPROVAL OF THE BALANCE SHEET AND Management For For INCOME STATEMENT AT AND FOR THE YEAR ENDED DECEMBER 31, 2012. 3. RATIFICATION OF THE SELECTION OF Management For For ERNST & YOUNG AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ORTHOFIX AND ITS SUBSIDIARIES FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. 4. APPROVAL OF AN ADVISORY AND NON- Management Abstain Against BINDING RESOLUTION ON EXECUTIVE COMPENSATION. KIKKOMAN CORPORATION SECURITY J32620106 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 25-Jun-2013 ISIN JP3240400006 AGENDA 704561439 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- Please reference meeting materials. Non-Voting 1 Approve Appropriation of Surplus Management For For 2.1 Appoint a Director Management For For 2.2 Appoint a Director Management For For 2.3 Appoint a Director Management For For 2.4 Appoint a Director Management For For 2.5 Appoint a Director Management For For 2.6 Appoint a Director Management For For 2.7 Appoint a Director Management For For 2.8 Appoint a Director Management For For 2.9 Appoint a Director Management For For 2.10 Appoint a Director Management For For 2.11 Appoint a Director Management For For 3 Appoint a Corporate Auditor Management For For 4 Appoint a Substitute Corporate Auditor Management For For 5 Decide the Gratis Allotment of New Share Management Against Against Subscription Rights for the Takeover Defense Measure YAKULT HONSHA CO.,LTD. SECURITY J95468120 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 25-Jun-2013 ISIN JP3931600005 AGENDA 704579880 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1.1 Appoint a Director Management For For 1.2 Appoint a Director Management For For 1.3 Appoint a Director Management For For 1.4 Appoint a Director Management For For 1.5 Appoint a Director Management For For 1.6 Appoint a Director Management For For 1.7 Appoint a Director Management For For 1.8 Appoint a Director Management For For 1.9 Appoint a Director Management For For 1.10 Appoint a Director Management For For 1.11 Appoint a Director Management For For 1.12 Appoint a Director Management For For 1.13 Appoint a Director Management For For 1.14 Appoint a Director Management For For 1.15 Appoint a Director Management For For MEIJI HOLDINGS CO.,LTD. SECURITY J41729104 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 27-Jun-2013 ISIN JP3918000005 AGENDA 704583144 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- Please reference meeting materials. Non-Voting 1.1 Appoint a Director Management For For 1.2 Appoint a Director Management For For 1.3 Appoint a Director Management For For 1.4 Appoint a Director Management For For 1.5 Appoint a Director Management For For 1.6 Appoint a Director Management For For 1.7 Appoint a Director Management For For 1.8 Appoint a Director Management For For 1.9 Appoint a Director Management For For 2.1 Appoint a Corporate Auditor Management For For 2.2 Appoint a Corporate Auditor Management For For 2.3 Appoint a Corporate Auditor Management For For 2.4 Appoint a Corporate Auditor Management For For 3 Appoint a Substitute Corporate Auditor Management For For MORINAGA MILK INDUSTRY CO.,LTD. SECURITY J46410114 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 27-Jun-2013 ISIN JP3926800008 AGENDA 704584196 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1 Approve Appropriation of Surplus Management For For 2 Allow Board to Authorize Use of Free Share Management Against Against Options as Anti-Takeover Defense Measure 3.1 Appoint a Director Management For For 3.2 Appoint a Director Management For For 3.3 Appoint a Director Management For For 3.4 Appoint a Director Management For For 3.5 Appoint a Director Management For For 3.6 Appoint a Director Management For For 3.7 Appoint a Director Management For For 3.8 Appoint a Director Management For For 4 Appoint a Substitute Corporate Auditor Management For For THE KROGER CO. SECURITY 501044101 MEETING TYPE Annual TICKER SYMBOL KR MEETING DATE 27-Jun-2013 ISIN US5010441013 AGENDA 933824256 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ ------------------------------------------------------ ----------- --------- ----------- 1A. ELECTION OF DIRECTOR: REUBEN V. Management For For ANDERSON 1B. ELECTION OF DIRECTOR: ROBERT D. BEYER Management For For 1C. ELECTION OF DIRECTOR: DAVID B. DILLON Management For For 1D. ELECTION OF DIRECTOR: SUSAN J. KROPF Management For For 1E. ELECTION OF DIRECTOR: JOHN T. Management For For LAMACCHIA 1F. ELECTION OF DIRECTOR: DAVID B. LEWIS Management For For 1G. ELECTION OF DIRECTOR: W. RODNEY Management For For MCMULLEN 1H. ELECTION OF DIRECTOR: JORGE P. Management For For MONTOYA 1I. ELECTION OF DIRECTOR: CLYDE R. MOORE Management For For 1J. ELECTION OF DIRECTOR: SUSAN M. Management For For PHILLIPS 1K. ELECTION OF DIRECTOR: STEVEN R. ROGEL Management For For 1L. ELECTION OF DIRECTOR: JAMES A. RUNDE Management For For 1M. ELECTION OF DIRECTOR: RONALD L. Management For For SARGENT 1N. ELECTION OF DIRECTOR: BOBBY S. Management For For SHACKOULS 2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against COMPENSATION. 3. APPROVAL OF Management For For PRICEWATERHOUSECOOPERS LLP, AS AUDITORS. 4. A SHAREHOLDER PROPOSAL, IF PROPERLY Shareholder Against For PRESENTED, TO PUBLISH A REPORT ON HUMAN RIGHTS RISKS IN THE SUPPLY CHAIN. 5. A SHAREHOLDER PROPOSAL, IF PROPERLY Shareholder Against For PRESENTED, TO ADOPT A POLICY THAT THE BOARD'S CHAIRMAN BE AN INDEPENDENT DIRECTOR. 6. A SHAREHOLDER PROPOSAL, IF PROPERLY Shareholder Against For PRESENTED, TO ISSUE A REPORT REGARDING EXTENDED PRODUCER RESPONSIBILITY FOR POST-CONSUMER PACKAGE RECYCLING. 7. A SHAREHOLDER PROPOSAL, IF PROPERLY Shareholder Against For PRESENTED, TO ADOPT AND IMPLEMENT A COMPREHENSIVE PALM OIL POLICY. SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant The Gabelli Healthcare & Wellness(Rx) Trust By (Signature and Title)* /s/ Agnes Mullady ------------------------------------------- Agnes Mullady, Principal Executive Officer and Principal Financial Officer Date 8/6/13 * Print the name and title of each signing officer under his or her signature.