Edgar Filing: FIRST OPPORTUNITY FUND INC

npxfofi2012.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-04605

FIRST OPPORTUNITY FUND, INC.

(Exact name of registrant as specified in charter)

2344 Spruce Street, Suite A, Boulder, CO 80302

(Address of principal executive offices) (Zip code)

Stephen C. Miller

2344 Spruce Street, Suite A, Boulder, CO 80302

(Name and address of agent for service)

Registrant’s Telephone Number, including Area Code: (303) 444-5483

Date of fiscal year end: March 31

Date of reporting period: July 1, 2011 – June 30, 2012

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 (ss.ss. 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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.

Proxy Voting Record

For Period July 1, 2011 to June 30, 2012

First Opportunity Fund, Inc.

Proxy Voting 07/01/11 to 06/30/12

Name of Issuer

Ticker Symbol

CUSIP

Shareholder Meeting Date

Record Date

Proposal Number

Description of Matter Voted On

Matter Proposed By Issuer or Holder

Vote Cast

Vote

For or Against Management

ICB Fiancial

ICBN

44923M103

7/21/2011

5/23/2011

Election of eight (8) Directors

Issuer

Yes

For

Shareholder advisory (non-binding) vote on executive compendation approving an advisory (non-binding) proposal to ratify the compensation of its executive officers

Issuer

Yes

For

Other business to transact such other business as may properly come before the meeting and at any adjournemnt or adjournments therof

Issuer

Abstain

New England Bancshares, Inc

NEBS

643863202

8/11/2011

6/12/2011

Election of Five (5) Directors

Issuer

Yes

For

The ratification of the appointment of Shatwell, Macleod & Company PC as independent auditors of New England Bancshares, Inc. for the fiscal year ending March 31, 2012

Issuer

Yes

For

Colonial Financial Services

COBK

19566B101

8/18/2011

6/30/2011

Election of Two (2) Directors

Issuer

Yes

For

The ratification of Parentbeard LLC as the company's independent registered public accounting firm fo rthe year ending December 31, 2011

Issuer

Yes

For

The approval of the Colonial Financial Services, Inc. 2011 equity incentive plan

Issuer

Yes

For

Katahdin Bankshares Corp.

KTHN

485835102

9/12/2011

8/3/2011

To amend the articles of incorporation to authorize a total of 30,000 shares of preferred stock.

Issuer

Yes

For

First Security Group, Inc.

336312103

9/13/2011

7/25/2011

Election of seven (7) directors

Issuer

Yes

For

Authority to adopt a non-binding resolution approving the compesation of First Security's executives as disclosed under the federal securities laws.

Issuer

Yes

For

Authority to adopt an amendmet to First Security's articles of incorporation that would effect a one for ten (10) reverse stock split of First Security's common stock

Issuer

Yes

For

Authority to ratify the appointment of Crowe Harwath LLP, as the independent registered accounting firm for First Security for the fiscal year ending December 31, 2011

Issuer

Yes

For

Center Financial Corporation

CLFC

15146E102

9/21/2011

8/1/2011

To approve and adopt the agreement and plan of merger dated December 9, 2010 between Nara Bancorp, Inc. and the company providing for the merger of the company with and into Nara Bancorp, Inc. as described in the proxy statement

Issuer

Yes

For

Election of seven (7) directors

Issuer

Yes

For

Ratify the appointment of KPMG LLP as the independent registered public accounting firm of the company for the year ending December 31. 2011 as described in the proxy statement

Issuer

Yes

For

To approve on an advisory an non-binding basis the compensation paid to the company's number executive officers as described in the proxy statement

Issuer

Yes

For

To adjourn the meeting to a later date or dates if necessary or appropriate in the judgment of the board of directors to permit further solicitation of additional proxies in the event there are not sufficient votes at the time of the meeting to approve the meters to be considered by the shareholders at the meeting

Issuer

Abstain

Broadway Financial Corporation

BYFC

111444105

9/21/2011

8/9/2011

Election of three (3) directors

Issuer

Yes

For

Ratification of appointment of Crowe Horwath LLP as the independent registered public accounting firm of Broadway Financial Corporation for the year ending December 31, 2011

Issuer

Yes

For

Nonbinding proposal to approve executive compensation as described in the annual meeting proxy statement

Issuer

Yes

For

Ram Holdings Ltd.

R6F

G7368R104

9/28/2011

7/27/2011

Authorize consolidation of Ram Holdings Ltd's issued common shares all as more fully described in the proxy statement

Issuer

Yes

For

To authorize amendments to the bye-laws of Ram Holdings Ltd per the text of proposed amendments in the proxy statement

Issuer

Yes

For

To authorize the issue of bonus shares of each holder of a fraction of a Ram Holdings Ltd. common share.

Issuer

Yes

For

To authorize the change of name of Ram Holdings Ltd from Ram Holdings Ltd to American Oversea Group Limited.

Issuer

Yes

For

Election of five (5) directors

Issuer

Yes

For

To appoint Deloitte & Touche Ltd, Hamilton, Bermuda to act as the independent auditor of Ram Holdings Ltd.

Issuer

Yes

For

Authorize the change of name of Ram Reinsurance Company Ltd. to American Overseas Reinsursance Company Ltd.

Issuer

Yes

For

7b1

Authorization of election of director of Ram Reinsurance Company Ltd. Edward Bader

Issuer

Yes

For

7b2

Authorization of election of director of Ram Reinsurance Company Ltd. Clement S. Dwyer Jr.

Issuer

Yes

For

7b3

Authorization of election of director of Ram Reinsurance Company Ltd. Debra J. Roberts

Issuer

Yes

For

7b4

Authorization of election of director of Ram Reinsurance Company Ltd. David K. Steel

Issuer

Yes

For

7b5

Authorization of election of director of Ram Reinsurance Company Ltd. Stephen J. Tynan

Issuer

Yes

For

Authorize the appointment of Deloitte & Touche Ltd, Hamilton, Bermuda to act as the independent auditor of Ram Holdings Ltd.

Issuer

Yes

For

To authorize that the presentation of financial statements of Ram re, together with an auditor's report thereon, be waived. *note* such other business as may properly come bofore the meeting or nay adjourntment thereof.

Issuer

Yes

Against

Royal Financial, Inc.

RYFL

78027P109

9/28/2011

8/1/2011

Election of two (2) directors

Issuer

Yes

For

Proposal to ratify the appointment of Crowe Horwath LLP as the company's independent accountants for the fiscal year ending June 30, 2012

Issuer

Yes

For

Jefferson Bancshares, Inc

JFBI

472375104

10/27/2011

8/26/2011

Directors recommend: A vote for election of the following nominees: 01-William T. Hale

Issuer

Yes

For

The ratification of Craine, Thompson & Jones, P.C. as the independent registered public accounting firm for the fiscal year ending June 30, 2012

Issuer

Yes

For

National Bancshares Inc.

10/27/2011

9/20/2011

The election of the following Directors to serve on the Board of Directors of Bancshares for the ensuing year or until their successors are duly elected and qualified: 01 Gary D. Anderson, 02 Edmund F. Conroy, 03 John D. DeDoncker, 04 Elizabeth Eagle Teros, 05, Perry B. Hansen, 06 Douglas M. Kratz, 07 Francis P. McCarthy, 08 Daniel L. Westrope

Issuer

Yes

For

Approval of the Articles of Amendment to the Amended and Restated Articles of Incorporation of Bancshares to increase the authorized number of shares of common stock.

Issuer

Yes

For

Approval of the Articles of Amendment to the Amended and Restated Articles of Incorporation of Bancshares to provide for a 1-for-15 reverse stock split.

Issuer

Yes

For

Harris Corporation

HRS

413875105

10/28/2011

8/31/2011

Election of Director:

Issuer

Yes

For

1A - Election of Director: Howard L. Lance

Issuer

Yes

For

1B - Election of Director: Thomas A. Dattilo

Issuer

Yes

For

1C - Election of Director: Terry D. Growcock

Issuer

Yes

For

1D - Election of Director: Lewis Hay III

Issuer

Yes

For

1E - Election of Director: Karen Katen

Issuer

Yes

For

1F - Election of Director: Stephen P. Kaufman

Issuer

Yes

For

1G - Election of Director: Leslie F. Kenne

Issuer

Yes

For

1H - Election of Director: David B. Rickard

Issuer

Yes

For

1I - Election of Director: James C. Stoffel

Issuer

Yes

For

1J - Election of Director: Gregory T. Swienton

Issuer

Yes

For

1K - Election of Director: Hansel E. Tookes II

Issuer

Yes

For

Advisory vote on executive compensation.

Issuer

Yes

Against

Advisory vote on frequency of future advisory votes on executive compensation.

Issuer

Yes

1 yr

For

Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2012

Holder

Yes

For

Shareholder propsal requesting approval of an amedment to our by-laws to require an independent chairman of the board.

Yes

Against

For

ECB Bancorp Inc.

ECBE

268253101

10/12/2011

8/19/2011

Proposal to amend the company's articles of incorporation to increase the number of authorized shares of the company's common stock from 10,000,000 to 50,000,000.

Issuer

Yes

For

Proposal to amend the company's articles of incorporation to authorize a new class of mandatory convertible non-voting common stock.

Issuer

Yes

For

Proposal to approve for purposes of NASDAQ stock market rule 5635, the issuance of shares of the company's common stock to certain institutions investors in a private placement offereing pursuant to the terms of a securities purchase agreement, dated as of June 30, 2011 and amended and restated as of September 9, 2011, and related documents.

Issuer

Yes

For

Approval of the ECB Bancorp, Inc. 2011 Equity plan.

Issuer

Yes

For

Proposal to grant the company managemnet the discretionary authority to adjourn the special meeting of shareholders to solicit additional proxies in the event there are insufficient votes to approve the forgoing proposals.

Issuer

Abstain

Central Federal Corporation

GCF

15346Q103

10/20/2011

9/9/2011

To approve an amendment to our certificate of incorporation, as amended to increase the number of authorized shares of common stock from 12 million to 50 million.

Issuer

Yes

For

To approve the issuance and sale of a number of shares of common stock equal to more than 20% of our outstanding common stock in accordance with the terms of the standby purchase agreements between the company and the standby purchasers.

Issuer

Yes

For

To approve a proposal to grant discretionary authority to the company's board of directors to amend our certificate of incorporation, as amended, to affect a reverse stock split of the company's common stock in a specific ratio ranging from 1-for-2 to 1-for-5, as selected by the companies board of directors.

Issuer

Yes

For

To approve an adjournment of the special meeting, if necessary to solicit additional proxies if there are not sufficient votes at the time of special meeting to approve proposals 1, 2 or 3.

Issuer

Abstain

Eagle Bancorp Montana, Inc.

EBMT

26942G100

10/20/2011

9/6/2011

Directors recommend a vote for election of the following nominees: 01-Larry A. Dreyer, 02-Lynn E. Dickey.

Issuer

Yes

For

Approval of the Eagle Bancorp Montana, Inc. 2011 stock incentive plan for directors, officers and employees.

Issuer

Yes

For

Ratification of the appointment of Davis, Kinard & Co., P.C. as Eagle Bancorp Montans Inc.'s independent auditors for the fiscal year ending June 30, 2012.

Issuer

Yes

For

Carver Bancorp, Inc.

146875109

10/25/2011

9/6/2011

Election of directors to a three year term. Nominees: (01) Mr. Robert Holland, Jr. (02) Ms. Janet L. Rolle.

Issuer

Yes

For

Ratification of the appointment of KPMG LLP as independent auditors for the fiscal year ending March 31, 2012.

Issuer

Yes

For

Non-binding shareholder vote to approve the compensation of named executive officers.

Issuer

Yes

For

Approve an amendment to the Certificate of Incorporation to effect a reverse stock split pursuant to which each 15 shares of Carver's outstanding common stock will be converted into one share of common stock in the manner described in the prozy statement.

Issuer

Yes

For

Approve an amendment to the Certificate of Incorporation to increase the number of shares of authorized common stock from 10,000,000 to 150,000,000 (if proposal 4 is approved, the amendment set forth in Proposal 5 will not be effected, even if proposal 5 is approved).

Issuer

Yes

For

Approve the conversion of 55,000 shares of Series C Preffered Stock into 18,154,526 shares of common stock (or into 1,210,302 shares of common stock if Proposal 4 is approved) and 45,104 shares of series D Preferred Stock.

Issuer

Yes

For

Approve the issuance of up to 45,104 shares of Series D Preferred Stock.

Issuer

Yes

For

Approve the subsequent conversion of up to 45,104 shares of Series D Preferred Stock into up to 82,744,450 shares of common stock in the event of certain transfers (or into 5,516,297 shares of common stock if Proposal 4 is approved).

Issuer

Yes

For

Approve the exchange of 18,980 shares of Series B Preferred Stock

Issuer

Yes

For

Approve an amendment to the Certificate of Incorporation that will permit the United States Department of the Treasury to vote shares of common stock in excess of 10% of Carver's outstanding common stock.

Issuer

Yes

For

Hampden Bancorp, Inc.

HBNK

40867E107

11/1/2011

9/16/2011

Directors recommend: A vote for election of the following nominees: 01-Stanley Kowalski, Jr., 02-Mary Ellen Scott, 03-Stuart F. Young, Jr.

Issuer

Yes

For

To ratify the appointment of Wolf & Company, P.C. as the company's independent auditors for the year ending June 30, 2011.

Issuer

Yes

For

Auburn Bancorp Inc.

50254101

11/15/2011

9/27/2011

Directors recommend: A vote for election of the following nominees: 01-M. Kelley Matzen, 02-Allen T. Sterling, 03-Philip R. St. Pierre

Issuer

Yes

For

THE RATIFICATION OF BERRY DUNN AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2012.

Issuer

Yes

For

Osage Bancshares, Inc.

OSBK

68764U106

11/16/2011

10/7/2011

Directors recommend: A vote for election of the following nominees: 01-Mark A. Formby

Issuer

Yes

For

Provident Financial Holdings, Inc.

PROV

743868101

11/29/2011

10/14/2011

Directors recommend: A vote for election of the following nominees: 01-Craig G. Blunden, 02-Roy H. Taylor

Issuer

Yes

For

AN ADVISORY (NON-BINDING) VOTE TO APPROVE OUR EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT.

Issuer

Yes

For

AN ADVISORY (NON-BINDING) VOTE ON WHETHER AN ADVISORY VOTE ON EXECUTIVE COMPENSATION SHOULD BE HELD EVERY ONE, TWO OR THREE YEARS.

Issuer

Yes

1 yr

For

THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR PROVIDENT FINANCIAL HOLDINGS, INC. FOR THE FISCAL YEAR ENDING JUNE 30, 2012.

Issuer

Yes

For

Sate Bancorp, Inc.

STBC

855716106

12/5/2011

10/21/2011

APPROVAL OF THE AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 28, 2011 BETWEEN VALLEY NATIONAL BANCORP AND STATE BANCORP, INC. PURSUANT TO WHICH STATE BANCORP WILL MERGE WITH AND INTO VALLEY NATIONAL BANCORP.

Issuer

Yes

For

APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF STATE BANCORP BASED ON OR RELATED TO THE MERGER AND THE AGREEMENTS AND UNDERSTANDINGS CONCERNING SUCH COMPENSATION.

Issuer

Yes

For

AUTHORIZATION OF THE BOARD OF DIRECTORS, IN ITS DISCRETION, TO ADJOURN OR POSTPONE THE SPECIAL MEETING, INCLUDING, WITHOUT LIMITATION, ON A MOTION TO ADJOURN THE SPECIAL MEETING TO A LATER DATE, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF APPROVAL OF THE MERGER AGREEMENT OR VOTE ON OTHER MATTERS PROPERLY BEFORE THE SPECIAL MEETING.

Issuer

Abstain

Alliance Bankshares Corporation

18535104

12/7/2011

10/24/2011

Directors recommend: A vote for election of the following nominees: 01-Lawrence N. Grant#, 02-Serina Moy#, 03-Robert C. Kovatik, Jr.*

Issuer

Yes

For

TO RATIFY THE APPOINTMENT OF YOUNT, HYDE & BARBOUR, P.C., AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.

Issuer

Yes

For

RMR ASIA PAC REAL ESTATE FD COM

RIF

76970B101

12/13/2011

10/24/2011

TO APPROVE THE ISSUANCE OF COMMON SHARES OF RMR ASIA PACIFIC REAL ESTATE FUND ("RAP") IN CONNECTION WITH AN AGREEMENT AND PLAN OF REORGANIZATION PROVIDING FOR THE REORGANIZATION OF RMR REAL ESTATE INCOME FUND WITH AND INTO RAP.

Issuer

Yes

For

TO APPROVE CHANGES TO THE FUNDAMENTAL INVESTMENT OBJECTIVES AND RESTRICTIONS OF RAP.

Issuer

Yes

For

TO APPROVE A NEW INVESTMENT ADVISORY CONTRACT BETWEEN RAP AND RMR ADVISORS, INC.

Issuer

Yes

For

Election of Director: John L. Harrington

Issuer

Yes

For

WALGREEN CO.

WAG

931422109

1/11/2012

11/14/2011

Election of 11 Directors:

1a. ELECTION OF DIRECTOR: DAVID J. BRAILER

Issuer

Yes

For

1b. ELECTION OF DIRECTOR: STEVEN A. DAVIS

Issuer

Yes

For

1c. ELECTION OF DIRECTOR: WILLIAM C. FOOTE

Issuer

Yes

For

1d. ELECTION OF DIRECTOR: MARK P. FRISSORA

Issuer

Yes

For

1e. ELECTION OF DIRECTOR: GINGER L. GRAHAM

Issuer

Yes

For

1f. ELECTION OF DIRECTOR: ALAN G. MCNALLY

Issuer

Yes

For

1g. ELECTION OF DIRECTOR: NANCY M. SCHLICHTING

Issuer

Yes

For

1h. ELECTION OF DIRECTOR: DAVID Y. SCHWARTZ

Issuer

Yes

For

1i. ELECTION OF DIRECTOR: ALEJANDRO SILVA

Issuer

Yes

For

1j. ELECTION OF DIRECTOR: JAMES A. SKINNER

Issuer

Yes

For

1k. ELECTION OF DIRECTOR: GREGORY D. WASSON

Issuer

Yes

For

RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS WALGREEN CO.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Issuer

Yes

For

APPROVAL OF THE WALGREEN CO. 2011 CASH-BASED INCENTIVE PLAN.

Issuer

Yes

For

ADVISORY VOTE ON THE APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION.

Issuer

Yes

For

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.

Issuer

Yes

1 yr

For

SHAREHOLDER PROPOSAL REGARDING AN EXECUTIVE EQUITY RETENTION POLICY.

Issuer

Yes

Against

For

PERPETUAL FEDERAL SAVINGS BANK

PFOH

714273109

1/18/2012

11/25/2011

Election of 2 Directors:

1) JESSE L HENSON 2) HOBERT H NEISWANDER

Issuer

Yes

For

RATIFICATION OF THE APPOINTMENT OF CROWE HORWATH LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2012.

Issuer

Yes

For

HOME FEDERAL BANCORP, INC.

HOME

43710G105

1/24/2012

11/29/2011

Election of Directors:

01- DANIEL L. STEVENS

Issuer

Yes

For

02- RICHARD J. NAVARRO

Issuer

Yes

For

03- BRAD J. LITTLE

Issuer

Yes

For

APPROVAL OF ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION.

Issuer

Yes

For

ADVISORY (NON-BINDING) VOTE ON HOW OFTEN STOCKHOLDERS SHALL VOTE ON EXECUTIVE COMPENSATION - EVERY ONE, TWO, OR THREE YEARS.

Issuer

Yes

1 yr

For

THE RATIFICATION OF THE APPOINTMENT OF CROWE HORWATH LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2012.

Issuer

Yes

For

MALVERN FEDERAL BANCORP INC

MLVF

561410101

2/9/2012

12/27/2011

Election of Directors:

01- JOSEPH E. PALMER, JR.

Issuer

Yes

For

02- THERESE WOODMAN

Issuer

Yes

For

03- JOHN B. YERKES, JR.

Issuer

Yes

For

PROPOSAL TO RATIFY THE APPOINTMENT OF PARENTEBEARD LLC AS MALVERN FEDERAL BANCORP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2012.

Issuer

Yes

For

LIBERTY BANCORP, INC.

LBCP

53017Q102

2/15/2012

12/28/2011

Election of Directors:

01- DANIEL G. O'DELL

Issuer

Yes

For

02- STEVEN K. HAVENS

Issuer

Yes

For

PROPOSAL TO ADOPT AND APPROVE THE LIBERTY BANCORP, INC. 2012 EQUITY INCENTIVE PLAN.

Issuer

Yes

For

PROPOSAL TO RATIFY AND APPROVE THE SELECTION OF BKD, LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANT FOR THE YEAR ENDING SEPTEMBER 30, 2012.

Issuer

Yes

For

POSCO

PKX

693483109

3/16/2012

12/30/2011

APPROVAL OF BALANCE SHEET (STATEMENTS OF FINANCIAL POSITION), STATEMENTS OF INCOME, AND STATEMENTS OF APPROPRIATION OF RETAINED EARNINGS FOR THE 44TH FISCAL YEAR

Issuer

Yes

For

PARTIAL AMENDMENTS TO ARTICLES OF INCORPORATION

Issuer

Yes

For

3A1

ELECTION OF OUTSIDE DIRECTOR: HAN, JOON-HO

Issuer

Yes

For

3A2

ELECTION OF OUTSIDE DIRECTOR: LEE, YOUNG-SUN

Issuer

Yes

For

3A3

ELECTION OF OUTSIDE DIRECTOR: LEE, CHANG-HEE

Issuer

Yes

For

3A4

ELECTION OF OUTSIDE DIRECTOR: JAMES B. BEMOWSKI

Issuer

Yes

For

3B1

ELECTION OF AUDIT COMMITTEE MEMBER: LEE, YOUNG-SUN

Issuer

Yes

For

3B2

ELECTION OF AUDIT COMMITTEE MEMBER: LEE, CHANG-HEE

Issuer

Yes

For

3C1

ELECTION OF INSIDE DIRECTOR: CHUNG, JOON-YANG

Issuer

Yes

For

3C2

ELECTION OF INSIDE DIRECTOR: PARK, HAN-YONG

Issuer

Yes

For

3C3

ELECTION OF INSIDE DIRECTOR: CHO, NOI-HA

Issuer

Yes

For

3C4

ELECTION OF INSIDE DIRECTOR: PARK, KI-HONG

Issuer

Yes

For

3C5

ELECTION OF INSIDE DIRECTOR: KIM, JOON-SIK

Issuer

Yes

For

APPROVAL OF LIMITS OF TOTAL REMUNERATION FOR DIRECTORS

Issuer

Yes

For

PAYMENT OF SPECIAL REMUNERATION FOR MERITORIOUS SERVICES TO THE LATE HONORARY CHAIRMAN PARK, TAE-JOON

Issuer

Yes

For

THE CONNECTICUT BANK & TRUST COMPANY

CTBC

207546102

4/3/2012

2/9/2012

PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 25, 2011, BY AND BETWEEN BERKSHIRE HILLS BANCORP, INC., BERKSHIRE BANK AND THE CONNECTICUT BANK AND TRUST COMPANY.

Issuer

Yes

For

PROPOSAL TO APPROVE, BY NON-BINDING ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR THE CONNECTICUT BANK AND TRUST COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

Issuer

Yes

For

PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT.

Issuer

Abstain

CITIZENS & NORTHERN CORPORATION

CZNC

172922106

4/17/2012

2/21/2012

Election of Directors:

1) RAYMOND R. MATTIE

Issuer

Yes

For

2) EDWARD H. OWLETT, III

Issuer

Yes

For

3) JAMES E. TOWNER

Issuer

Yes

For

4) C.H. UPDEGRAFF, JR.

Issuer

Yes

For

RATIFICATION OF THE APPOINTMENT OF THE FIRM OF PARENTEBEARD LLC AS INDEPENDENT AUDITORS.

Issuer

Yes

For

PUBLIC SERVICE ENTERPRISE GROUP INC.

PEG

744573106

4/17/2012

2/17/2012

ELECTION OF DIRECTORS: ALBERT R. GAMPER, JR.

Issuer

Yes

For

ELECTION OF DIRECTORS: CONRAD K. HARPER

Issuer

Yes

For

ELECTION OF DIRECTORS: WILLIAM V. HICKEY

Issuer

Yes

For

ELECTION OF DIRECTORS: RALPH IZZO

Issuer

Yes

For

ELECTION OF DIRECTORS: SHIRLEY ANN JACKSON

Issuer

Yes

For

ELECTION OF DIRECTORS: DAVID LILLEY

Issuer

Yes

For

ELECTION OF DIRECTORS: THOMAS A. RENYI

Issuer

Yes

For

ELECTION OF DIRECTORS: HAK CHEOL SHIN

Issuer

Yes

For

ELECTION OF DIRECTORS: RICHARD J. SWIFT

Issuer

Yes

For

ELECTION OF DIRECTORS: SUSAN TOMASKY

Issuer

Yes

For

ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION.

Issuer

Yes

For

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2012.

Issuer

Yes

For

RIVER VALLEY BANCORP

RIVR

768475105

4/18/2012

2/24/2012

Election of Directors:

1) MATTHEW P. FORRESTER

Issuer

Yes

For

2) LONNIE D. COLLINS

Issuer

Yes

For

APPROVAL AND RATIFICATION OF THE APPOINTMENT OF BKD, LLP AS AUDITORS FOR RIVER VALLEY BANCORP FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012.

Issuer

Yes

For

AMERISERV FINANCIAL, INC.

ASRV

03074A102

4/24/2012

3/5/2012

Election of Directors:

1) J. MICHAEL ADAMS, JR.

Issuer

Yes

For

2) MARGARET A. O'MALLEY

Issuer

Yes

For

3) MARK E. PASQUERILLA

Issuer

Yes

For

4) THOMAS C. SLATER

Issuer

Yes

For

5) GLENN L. WILSON

Issuer

Yes

For

THE RATIFICATION OF THE APPOINTMENT OF S.R. SNODGRASS AC AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM TO AUDIT OUR BOOKS AND FINANCIAL RECORDS FOR THE FISCAL YEARS ENDING DECEMBER 31, 2012, 2013 AND 2014.

Issuer

Yes

For

AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION.

Issuer

Yes

For

CFS BANCORP, INC.

CITZ

12525D102

4/24/2012

3/2/2012

Election of Directors:

1) GENE DIAMOND

Issuer

Yes

For

2) ROBERT R. ROSS

Issuer

Yes

For

TO RATIFY THE APPOINTMENT OF BKD, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR CFS BANCORP, INC. FOR THE YEAR ENDING DECEMBER 31, 2012.

Issuer

Yes

For

AN ADVISORY (NON-BINDING) VOTE TO APPROVE THE 2011 NAMED EXECUTIVE OFFICER COMPENSATION.

Issuer

Yes

For

LINN ENERGY, LLC

LINE

536020100

4/24/2012

3/1/2012

Election of directors. Nominees:

1) GEORGE A. ALCORN

Issuer

Yes

For

2) MARK E. ELLIS

Issuer

Yes

For

3) TERRENCE S. JACOBS

Issuer

Yes

For

4) MICHAEL C. LINN

Issuer

Yes

For

5) JOSEPH P. MCCOY

Issuer

Yes

For

6) JEFFREY C. SWOVELAND

Issuer

Yes

For

RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.

Issuer

Yes

For

WELLS FARGO & COMPANY

WFC

949746101

4/24/2012

2/24/2012

Election of directors. Nominees:

1A ELECTION OF DIRECTOR: JOHN D. BAKER II

Issuer

Yes

For

1B ELECTION OF DIRECTOR: ELAINE L. CHAO

Issuer

Yes

For

1C ELECTION OF DIRECTOR: JOHN S. CHEN

Issuer

Yes

For

1D ELECTION OF DIRECTOR: LLOYD H. DEAN

Issuer

Yes

For

1E ELECTION OF DIRECTOR: SUSAN E. ENGEL

Issuer

Yes

For

1F ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR.

Issuer

Yes

For

1G ELECTION OF DIRECTOR: DONALD M. JAMES

Issuer

Yes

For

1H ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN

Issuer

Yes

For

1I ELECTION OF DIRECTOR: NICHOLAS G. MOORE

Issuer

Yes

For

1J ELECTION OF DIRECTOR: FEDERICO F. PEÑA

Issuer

Yes

For

1K ELECTION OF DIRECTOR: PHILIP J. QUIGLEY

Issuer

Yes

For

1L ELECTION OF DIRECTOR: JUDITH M. RUNSTAD

Issuer

Yes

For

1M ELECTION OF DIRECTOR: STEPHEN W. SANGER

Issuer

Yes

For

1N ELECTION OF DIRECTOR: JOHN G. STUMPF

Issuer

Yes

For

1O ELECTION OF DIRECTOR: SUSAN G. SWENSON

Issuer

Yes

For

PROPOSAL TO APPROVE AN ADVISORY RESOLUTION TO APPROVE THE NAMED EXECUTIVES' COMPENSATION.

Issuer

Yes

For

PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR 2012.

Issuer

Yes

For

STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A POLICY TO REQUIRE AN INDEPENDENT CHAIRMAN.

Holder

Yes

Against

For

STOCKHOLDER PROPOSAL TO PROVIDE FOR CUMULATIVE VOTING IN CONTESTED DIRECTOR ELECTIONS.

Holder

Yes

For

Against

STOCKHOLDER PROPOSAL TO AMEND THE COMPANY'S BY-LAWS TO ALLOW STOCKHOLDERS TO NOMINATE DIRECTOR CANDIDATES FOR INCLUSION IN THE COMPANY'S PROXY MATERIALS.

Holder

Yes

Against

For

STOCKHOLDER PROPOSAL REGARDING AN INVESTIGATION AND REPORT ON INTERNAL CONTROLS FOR MORTGAGE SERVICING OPERATIONS.

Holder

Yes

Against

For

CENTRUE FINANCIAL CORPORATION

TRUE

15643B106

4/25/2012

3/1/2012

Election of directors. Nominees:

1) DENNIS J. MCDONNELL

Issuer

Yes

For

2) JOHN A. SHINKLE

Issuer

Yes

For

TO APPROVE THE ADVISORY (NON-BINDING) PROPOSAL RATIFYING THE APPOINTMENT OF CROWE HORWATH LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.

Issuer

Yes

For

TO APPROVE THE FOLLOWING ADVISORY (NON-BINDING) PROPOSAL: "RESOLVED, THAT THE SHAREHOLDERS APPROVE THE EXECUTIVE COMPENSATION OF THE COMPANY, AS DESCRIBED IN THE ACCOMPANYING NARRATIVE DISCLOSURE IN THIS PROXY STATEMENT."

Issuer

Yes

For

SHORE BANCSHARES, INC.

SHBI

825107105

4/25/2012

3/8/2012

Election of directors. Nominees:

1) DAVID J. BATES

Issuer

Yes

For

2) LLOYD L. BEATTY, JR.

Issuer

Yes

For

3) JAMES A. JUDGE

Issuer

Yes

For

4) WILLIAM E. SYLVESTER JR

Issuer

Yes

For

5) W. MOORHEAD VERMILYE

Issuer

Yes

For

RATIFY THE APPOINTMENT OF STEGMAN & COMPANY AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.

Issuer

Yes

For

ADOPT A NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

Issuer

Yes

For

SANOFI ADR

SNY

80105N105

5/4/2012

3/26/2012

APPROVAL OF THE INDIVIDUAL COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2011

Issuer

Yes

For

APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2011

Issuer

Yes

For

APPROPRIATION OF PROFITS, DECLARATION OF DIVIDEND

Issuer

Yes

For

APPOINTMENT OF MR. LAURENT ATTAL AS DIRECTOR

Issuer

Yes

For

REAPPOINTMENT OF MR. UWE BICKER AS DIRECTOR

Issuer

Yes

For

REAPPOINTMENT OF MR. JEAN-RENE FOURTOU AS DIRECTOR

Issuer

Yes

For

REAPPOINTMENT OF MS. CLAUDIE HAIGNERE AS DIRECTOR

Issuer

Yes

For

REAPPOINTMENT OF MS. CAROLE PIWNICA AS DIRECTOR

Issuer

Yes

For

REAPPOINTMENT OF MR. KLAUS POHLE AS DIRECTOR

Issuer

Yes

For

APPOINTMENT OF A STATUTORY AUDITOR

Issuer

Yes

For

APPOINTMENT OF A DEPUTY STATUTORY AUDITOR

Issuer

Yes

For

RATIFICATION OF THE TRANSFER OF THE REGISTERED OFFICE

Issuer

Yes

For

AUTHORIZATION TO THE BOARD OF DIRECTORS TO CARRY OUT TRANSACTIONS IN SHARES ISSUED BY THE COMPANY

Issuer

Yes

For

DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO ALLOT EXISTING OR NEW CONSIDERATION-FREE SHARES TO SOME OR ALL SALARIED EMPLOYEES AND CORPORATE OFFICERS OF THE GROUP

Issuer

Yes

For

POWERS FOR FORMALITIES

Issuer

Yes

For

JOHNSON & JOHNSON

JNJ

478160104

4/26/2012

2/28/2012

Election of directors. Nominees:

1a. ELECTION OF DIRECTOR: MARY SUE COLEMAN

Issuer

Yes

For

1b. ELECTION OF DIRECTOR: JAMES G. CULLEN

Issuer

Yes

For

1c. ELECTION OF DIRECTOR: IAN E.L. DAVIS

Issuer

Yes

For

1d. ELECTION OF DIRECTOR: ALEX GORSKY

Issuer

Yes

For

1e. ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS

Issuer

Yes

For

1f. ELECTION OF DIRECTOR: SUSAN L. LINDQUIST

Issuer

Yes

For

1g. ELECTION OF DIRECTOR: ANNE M. MULCAHY

Issuer

Yes

For

1h. ELECTION OF DIRECTOR: LEO F. MULLIN

Issuer

Yes

For

1i. ELECTION OF DIRECTOR: WILLIAM D. PEREZ

Issuer

Yes

For

1j. ELECTION OF DIRECTOR: CHARLES PRINCE

Issuer

Yes

For

1k. ELECTION OF DIRECTOR: DAVID SATCHER

Issuer

Yes

For

1l. ELECTION OF DIRECTOR: WILLIAM C. WELDON

Issuer

Yes

For

1m. ELECTION OF DIRECTOR: RONALD A. WILLIAMS

Issuer

Yes

For

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Issuer

Yes

For

APPROVAL OF THE COMPANY'S 2012 LONG-TERM INCENTIVE PLAN

Issuer

Yes

For

RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012

Issuer

Yes

For

SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIRMAN

Holder

Yes

Against

For

SHAREHOLDER PROPOSAL ON BINDING VOTE ON POLITICAL CONTRIBUTIONS

Holder

Yes

Against

For

SHAREHOLDER PROPOSAL ON ADOPTING NON-ANIMAL METHODS FOR TRAINING

Holder

Yes

Against

For

BCB BANCORP, INC.

BCBP

055298103

4/26/2012

3/1/2012

Election of directors. Nominees:

1) THOMAS COUGHLIN

Issuer

Yes

For

2) JOSEPH LYGA

Issuer

Yes

For

3) ALEXANDER PASIECHNIK

Issuer

Yes

For

4) SPENCER B. ROBBINS

Issuer

Yes

For

5) GARY S. STETZ

Issuer

Yes

For

THE RATIFICATION OF THE APPOINTMENT OF PARENTEBEARD LLC AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2012.

Issuer

Yes

For

AN ADVISORY, NON-BINDING RESOLUTION WITH RESPECT TO THE COMPANY'S EXECUTIVE COMPENSATION.

Issuer

Yes

For

AN ADVISORY, NON-BINDING VOTE WITH RESPECT TO THE FREQUENCY OF VOTING ON THE COMPANY'S EXECUTIVE COMPENSATION.

Issuer

Yes

1 yr

For

EVANS BANCORP, INC.

EVBN

29911Q208

4/26/2012

3/9/2012

Election of directors. Nominees:

1) ROBERT G. MILLER, JR.

Issuer

Yes

For

2) JOHN R. O'BRIEN

Issuer

Yes

For

3) MICHAEL J. ROGERS

Issuer

Yes

For

AMENDMENT TO 2009 LONG-TERM EQUITY INCENTIVE PLAN TO INCREASE THE AMOUNT OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER FROM 210,000 TO 510,000.

Issuer

Yes

For

RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS EVANS BANCORP, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012.

Issuer

Yes

For

COHEN & STEERS INFRASTRUCTURE FUND, INC

UTF

19248A109

4/26/2012

2/21/2012

Election of directors. Nominees:

1) GEORGE GROSSMAN

Issuer

Yes

For

2) ROBERT H. STEERS

Issuer

Yes

For

3) C. EDWARD WARD JR.

Issuer

Yes

For

GREAT FLORIDA BANK

GFLBB

390528206

4/26/2012

2/24/2012

Election of directors. Nominees:

1) KENNETH R. BERNSTEIN

Issuer

Yes

For

2) M. MEHDI GHOMESHI

Issuer

Yes

For

3) DARYL L. JONES

Issuer

Yes

For

4) LESLIE V. PANTIN, JR.

Issuer

Yes

For

5) NEAL A. ROTH

Issuer

Yes

For

6) DONALD D. SLESNICK, II

Issuer

Yes

For

AUTHORITY TO VOTE FOR APPROVAL OF AN AMENDMENT TO THE BANK'S RESTATED ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF CLASS A COMMON STOCK FROM 80,000,000 SHARES TO 330,000,000 SHARES, AND THE AUTHORIZED SHARES OF CLASS B COMMON STOCK FROM 20,000,000 SHARES TO 80,000,000 SHARES.

Issuer

Yes

For

PENGROWTH ENERGY CORPORATION

PGH

70706P104

5/2/2012

3/26/2012

APPOINTMENT OF KPMG LLP AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION.

Issuer

Yes

For

Election of directors. Nominees:

1) DEREK W. EVANS

Issuer

Yes

For

2) JOHN B. ZAOZIRNY

Issuer

Yes

For

3) THOMAS A. CUMMING

Issuer

Yes

For

4) WAYNE K. FOO

Issuer

Yes

For

5) JAMES D. MCFARLAND

Issuer

Yes

For

6) MICHAEL S. PARRETT

Issuer

Yes

For

7) A. TERENCE POOLE

Issuer

Yes

For

8) D. MICHAEL G. STEWART

Issuer

Yes

For

PACIFIC CONTINENTAL CORPORATION

PCBK

69412V108

4/30/2012

3/16/2012

Election of directors. Nominees:

1) ROBERT A. BALLIN

Issuer

Yes

For

2) MICHAEL S. HOLCOMB

Issuer

Yes

For

3) DONALD G. MONTGOMERY

Issuer

Yes

For

4) HAL M. BROWN

Issuer

Yes

For

5) MICHAEL D. HOLZGANG

Issuer

Yes

For

6) JOHN H. RICKMAN

Issuer

Yes

For

7) MICHAEL E. HEIJER

Issuer

Yes

For

8) DONALD L. KRAHMER, JR

Issuer

Yes

For

TO CONSIDER AN ADVISORY (NON-BINDING) RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

Issuer

Yes

For

TO VOTE ON AN AMENDMENT TO THE AMENDED AND RESTATED 2006 STOCK OPTION AND EQUITY COMPENSATION PLAN.

Issuer

Yes

For

TO APPROVE THE APPOINTMENT OF MOSS ADAMS LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2012.

Issuer

Yes

For

REPUBLIC FIRST BANCORP, INC.

FRBK

760416107

5/1/2012

3/21/2012

Election of directors. Nominees:

1) ROBERT J. COLEMAN

Issuer

Yes

For

2) HARRIS WILDSTEIN

Issuer

Yes

For

RATIFICATION OF THE APPOINTMENT OF PARENTEBEARD LLC AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.

Issuer

Yes

For

HERITAGE FINANCIAL CORPORATION

HFWA

42722X106

5/2/2012

3/5/2012

Election of directors. Nominees:

1) GARY B. CHRISTENSEN

Issuer

Yes

For

2) JOHN A. CLEES

Issuer

Yes

For

3) KIMBERLY T. ELLWANGER

Issuer

Yes

For

4) PHILIP S. WEIGAND

Issuer

Yes

For

APPROVAL OF AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION.

Issuer

Yes

For

RATIFICATION OF THE APPOINTMENT OF CROWE HORWATH LLP AS HERITAGE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.

Issuer

Yes

For

RMR Real Estate Fund

RIF

76970B101

4/10/2012

2/16/2012

To elect one Class II Trustee to our Board. For preferred shareholders only. Nominee: Adam D. Portnoy.

Issuer

N/A

To elect one Class II Trustee to our Board. For common and preferred shareholders. Nominee: Jeffrey P. Somers

Issuer

N/A

Hampshire First Bank

HFBN

408853109

4/10/2012

2/24/2012

To consider and vote upon a proposal to approve and adopt the agreement and plan of merger by and among NBT Bancorp inc., NBT Banks, N.A. and Hampshire First Bank, dated as of November 16, 2011, and the transactions contemplated by the agreement and plan of merger.

Issuer

N/A

To adjourn, postpone or continue the special meeting, if necessary, to solicit additional proxies in favor of the approval of the agreement and plan of merger or otherwise.

Issuer

N/A

SCANA CORPORATION

SCG

80589M102

5/3/2012

3/5/2012

Election of directors. Nominees:

1) JAMES A. BENNETT

Issuer

Yes

For

2) LYNNE M. MILLER

Issuer

Yes

For

3) JAMES W. ROQUEMORE

Issuer

Yes

For

4) MACEO K. SLOAN

Issuer

Yes

For

APPROVAL OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Issuer

Yes

For

SHAREHOLDER PROPOSAL REGARDING REPEAL OF THE CLASSIFICATION OF THE BOARD OF DIRECTORS.

Holder

Yes

For

Against

TOTAL S.A.

TOT

89151E109

5/11/2012

4/3/2012

APPROVAL OF PARENT COMPANY FINANCIAL STATEMENTS DATED DECEMBER 31, 2011

Issuer

Yes

For

APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS DATED DECEMBER 31, 2011

Issuer

Yes

For

ALLOCATION OF EARNINGS, DECLARATION OF DIVIDEND

Issuer

Yes

For

AUTHORIZATION FOR THE BOARD OF DIRECTORS TO TRADE IN SHARES OF THE COMPANY

Issuer

Yes

For

RENEWAL OF THE APPOINTMENT OF MR. CHRISTOPHE DE MARGERIE AS A DIRECTOR

Issuer

Yes

For

RENEWAL OF THE APPOINTMENT OF MR. PATRICK ARTUS AS A DIRECTOR

Issuer

Yes

For

RENEWAL OF THE APPOINTMENT OF MR. BERTRAND COLLOMB AS A DIRECTOR

Issuer

Yes

For

RENEWAL OF THE APPOINTMENT OF MS. ANNE LAUVERGEON AS A DIRECTOR

Issuer

Yes

For

RENEWAL OF THE APPOINTMENT OF MR. MICHEL PEBEREAU AS A DIRECTOR

Issuer

Yes

For

RATIFICATION OF THE APPOINTMENT OF MR. GERARD LAMARCHE AS A DIRECTOR TO SUCCEED A DIRECTOR WHO HAS RESIGNED

Issuer

Yes

For

APPOINTMENT OF MS. ANNE-MARIE IDRAC AS A DIRECTOR

Issuer

Yes

For

COMMITMENTS UNDER ARTICLE L. 225-42-1 OF THE FRENCH COMMERCIAL CODE

Issuer

Yes

For

DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL BY ISSUING COMMON SHARES OR ANY SECURITIES PROVIDING ACCESS TO SHARE CAPITAL, WHILE MAINTAINING SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS, OR BY CAPITALIZING PREMIUMS, RESERVES, SURPLUSES OR OTHER LINE ITEMS

Issuer

Yes

For

DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL BY ISSUING COMMON SHARES OR ANY SECURITIES PROVIDING ACCESS TO SHARE CAPITAL, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS

Issuer

Yes

For

DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED, IN THE EVENT OF SURPLUS DEMAND IN CASE OF INCREASE SHARE CAPITAL WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS

Issuer

Yes

For

DELEGATION OF POWERS GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL BY ISSUING COMMON SHARES OR ANY SECURITIES PROVIDING ACCESS TO SHARE CAPITAL, IN PAYMENT OF SECURITIES THAT WOULD BE CONTRIBUTED TO THE COMPANY

Issuer

Yes

For

DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL UNDER THE CONDITIONS PROVIDED FOR IN ARTICLES L. 3332-18 AND FOLLOWING OF THE FRENCH LABOUR CODE

Issuer

Yes

For

DELEGATION OF POWERS GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL RESERVED FOR CATEGORIES OF BENEFICIARIES IN A TRANSACTION RESERVED FOR EMPLOYEES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS

Issuer

Yes

For

AUTHORIZATION FOR THE BOARD OF DIRECTORS TO REDUCE CAPITAL BY CANCELLING SHARES

Issuer

Yes

For

THE FIRST IS INTENDED TO FILL IN THE INFORMATION LISTED IN THE REGISTRATION DOCUMENT WITH BENCHMARKS TO COMPARE THE COMPENSATION FOR EXECUTIVE DIRECTORS WITH VARIOUS COMPENSATION FOR VARIOUS EMPLOYEES

Holder

Yes

Against

For

THE OTHER CONCERNS THE ESTABLISHMENT OF A LOYALTY DIVIDEND FOR SHAREHOLDERS HOLDING REGISTERED SHARES FOR AT LEAST TWO YEARS

Holder

Yes

Against

For

XENITH BANKSHARES, INC.

XBKS

98410X105

5/3/2012

3/14/2012

Election of directors. Nominees:

1) LARRY L. FELTON

Issuer

Yes

For

2) PALMER P. GARSON

Issuer

Yes

For

3) PATRICK D. HANLEY

Issuer

Yes

For

4) PETER C. JACKSON

Issuer

Yes

For

5) BRIAN D. JONES

Issuer

Yes

For

6) T. GAYLON LAYFIELD, III

Issuer

Yes

For

7) MICHAEL A. MANCUSI

Issuer

Yes

For

8) MALCOLM S. MCDONALD

Issuer

Yes

For

9) ROBERT J. MERRICK

Issuer

Yes

For

10) SCOTT A. REED

Issuer

Yes

For

11) MARK B. SISISKY

Issuer

Yes

For

12) JAMES E. TURNER, JR.

Issuer

Yes

For

THE PROPOSAL TO APPROVE THE XENITH BANKSHARES, INC. 2012 STOCK INCENTIVE PLAN.

Issuer

Yes

For