U.S. 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 811-00266 ----------------------- Tri-Continental Corporation --------------------------- (Exact name of registrant as specified charter) 100 Park Avenue, New York, NY 10017 ----------------------------------------------------------- (Address of principal executive offices) (Zip code) Lawrence P. Vogel, Treasurer 100 Park Avenue, New York, NY 10017 ----------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 212-850-1864 Toll Free: 800-221-2450 Date of fiscal year end: 12/31 Date of reporting period: 7/1/2006 - 6/30/2007 ========================= TRI-CONTINENTAL CORPORATION ========================== 3M CO Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Linda G. Alvarado For For Management 1.2 Elect Director George W. Buckley For For Management 1.3 Elect Director Vance D. Coffman For For Management 1.4 Elect Director Michael L. Eskew For For Management 1.5 Elect Director W. James Farrell For For Management 1.6 Elect Director Herbert L. Henkel For For Management 1.7 Elect Director Edward M. Liddy For For Management 1.8 Elect Director Robert S. Morrison For For Management 1.9 Elect Director Aulana L. Peters For For Management 1.10 Elect Director Rozanne L. Ridgway For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Rescind Fair Price Provision For For Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Approve Executive Incentive Bonus Plan For For Management 7 Pay For Superior Performance Against Against Shareholder -------------------------------------------------------------------------------- ACTIVISION, INC. Ticker: ATVI Security ID: 004930202 Meeting Date: SEP 14, 2006 Meeting Type: Annual Record Date: JUL 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert A. Kotick For Withhold Management 1.2 Elect Director Brian G. Kelly For Withhold Management 1.3 Elect Director Ronald Doornink For Withhold Management 1.4 Elect Director Robert J. Corti For Withhold Management 1.5 Elect Director Barbara S. Isgur For Withhold Management 1.6 Elect Director Robert J. Morgado For Withhold Management 1.7 Elect Director Peter J. Nolan For Withhold Management 1.8 Elect Director Richard Sarnoff For Withhold Management 2 Ratify Auditors For For Management 3 Increase Board Diversity Against Abstain Shareholder 4 Other Business For Against Management -------------------------------------------------------------------------------- AETNA INC. Ticker: AET Security ID: 00817Y108 Meeting Date: APR 27, 2007 Meeting Type: Annual Record Date: FEB 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank M. Clark For For Management 1.2 Elect Director Betsy Z. Cohen For For Management 1.3 Elect Director Molly J. Coye, M.D. For For Management 1.4 Elect Director Barbara Hackman Franklin For For Management 1.5 Elect Director Jeffrey E. Garten For For Management 1.6 Elect Director Earl G. Graves, Sr. For For Management 1.7 Elect Director Gerald Greenwald For For Management 1.8 Elect Director Ellen M. Hancock For For Management 1.9 Elect Director Edward J. Ludwig For For Management 1.10 Elect Director Joseph P. Newhouse For For Management 1.11 Elect Director Ronald A. Williams For For Management 2 Ratify Auditors For For Management 3 Company Specific-Majority Vote Standard For For Management for the Election of Directors in Uncontested Election 4 Restore or Provide for Cumulative Voting Against Against Shareholder 5 Require Director Nominee Qualifications Against Against Shareholder -------------------------------------------------------------------------------- ALCATEL-LUCENT Ticker: ALU Security ID: 013904305 Meeting Date: JUN 1, 2007 Meeting Type: Annual Record Date: APR 25, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE FINANCIAL STATEMENTS FOR For For Management THE FISCAL YEAR ENDED DECEMBER 31, 2006. 2 APPROVAL OF THE CONSOLIDATED FINANCIAL For For Management STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006. 3 RESULTS FOR THE FISCAL YEAR - For For Management APPROPRIATION. 4 SETTLING OF ATTENDANCE FEES ATTRIBUTED TO For For Management THE DIRECTORS. 5 SETTLING OF THE REMUNERATION ATTRIBUTED For For Management TO THE CENSEURS. 6 RATIFICATION OF THE APPOINTMENT OF LADY For Against Management JAY AS MEMBER OF THE BOARD OF DIRECTORS. 7 RATIFICATION OF THE APPOINTMENT OF MR For Against Management JEAN-CYRIL SPINETTA AS MEMBER OF THE BOARD OF DIRECTORS. 8 APPROVAL OF RELATED PARTY AGREEMENTS For For Management ENTERED INTO OR WHICH REMAINED IN FORCE DURING THE FISCAL YEAR. 9 APPROVAL OF AGREEMENTS WITH THE CHIEF For For Management EXECUTIVE OFFICER. 10 AUTHORIZATION TO BE GIVEN TO THE BOARD OF For For Management DIRECTORS TO ALLOW THE COMPANY TO PURCHASE AND SELL ITS OWN SHARES. 11 AUTHORIZATION TO BE GIVEN TO THE BOARD OF For For Management DIRECTORS TO REDUCE THE SHARE CAPITAL OF THE COMPANY. 12 DELEGATION OF AUTHORITY TO THE BOARD OF For For Management DIRECTORS TO PROCEED WITH (I) THE ISSUE WITHOUT CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS OF ORDINARY SHARES AND OF SECURITIES CONFERRING AN IMMEDIATE OR FUTURE RIGHT TO THE SHARE CAPITAL OF THE COMPANY OR O 13 DELEGATION OF AUTHORITY TO THE BOARD OF For For Management DIRECTORS TO PROCEED WITH THE ISSUE OF CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, OF (I) ORDINARY SHARES AND ANY SECURITIES CONFERRING AN IMMEDIATE OR FUTURE RIGHT TO THE SHARE CAPITAL OF THE COMPANY OR OF I 14 DELEGATION OF AUTHORITY TO THE BOARD OF For For Management DIRECTORS TO CARRY OUT A SHARE CAPITAL INCREASE TO REMUNERATE CONTRIBUTIONS IN KIND OF CAPITAL STOCK OR MARKETABLE SECURITIES GIVING ACCESS TO THE CAPITAL OF THIRD-PARTY COMPANIES. 15 AGGREGATE LIMIT TO THE AMOUNT OF For For Management ISSUANCES CARRIED OUT BY VIRTUE OF THE 12TH, 13TH, AND 14TH RESOLUTIONS. 16 DELEGATION OF AUTHORITY GRANTED TO THE For For Management BOARD OF DIRECTORS TO DECIDE ON THE DISPOSAL OR INCREASE OF SHARE CAPITAL BY THE ISSUANCES OF SHARES RESERVED TO THE PARTICIPANTS IN A COMPANY SAVINGS PLAN. 17 AUTHORIZATION GIVEN TO THE BOARD OF For For Management DIRECTORS FOR A FREE BONUS ISSUE OF EXISTING SHARES OR OF SHARES TO BE ISSUED BY THE COMPANY. 18 MODIFICATION OF BY-LAWS ARTICLE NUMBER For For Management 21 RELATING TO SHAREHOLDERS MEETINGS. 19 POWERS. For For Management 20 RESOLUTION A PROPOSED BY SHAREHOLDERS - Against For Shareholder NOT AGREED BY THE BOARD OF DIRECTORS: MODIFICATION OF ARTICLE 22 OF THE BY-LAWS; CANCELLATION OF THE PROVISIONS LIMITING VOTING RIGHTS. 21 AMENDMENTS OR NEW RESOLUTIONS PROPOSED AT For Against Management THE MEETING. -------------------------------------------------------------------------------- ALCOA INC. Ticker: AA Security ID: 013817101 Meeting Date: APR 20, 2007 Meeting Type: Annual Record Date: JAN 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alain J.P. Belda For For Management 1.2 Elect Director Carlos Ghosn For For Management 1.3 Elect Director Henry B. Schacht For For Management 1.4 Elect Director Franklin A. Thomas For For Management 2 Ratify Auditor For For Management -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elizabeth E. Bailey For For Management 1.2 Elect Director Harold Brown For For Management 1.3 Elect Director Mathis Cabiallavetta For For Management 1.4 Elect Director Louis C. Camilleri For For Management 1.5 Elect Director J. Dudley Fishburn For For Management 1.6 Elect Director Robert E. R. Huntley For For Management 1.7 Elect Director Thomas W. Jones For For Management 1.8 Elect Director George Munoz For For Management 1.9 Elect Director Lucio A. Noto For For Management 1.10 Elect Director John S. Reed For For Management 1.11 Elect Director Stephen M. Wolf For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Disclose Information on Secondhand Smoke Against Abstain Shareholder 5 Cease Add Campaigns Oriented to Prevent Against Abstain Shareholder Youth Smoking 6 Cease Production, Promotion, and Against Abstain Shareholder Marketing of Tobacco Products 7 Adopt Animal Welfare Policy Against Abstain Shareholder -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874107 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marshall A. Cohen For For Management 1.2 Elect Director Martin S. Feldstein For For Management 1.3 Elect Director Ellen V. Futter For For Management 1.4 Elect Director Stephen L. Hammerman For For Management 1.5 Elect Director Richard C. Holbrooke For For Management 1.6 Elect Director Fred H. Langhammer For For Management 1.7 Elect Director George L. Miles, Jr. For For Management 1.8 Elect Director Morris W. Offit For For Management 1.9 Elect Director James F. Orr, III For For Management 1.10 Elect Director Virginia M. Rometty For For Management 1.11 Elect Director Martin J. Sullivan For For Management 1.12 Elect Director Michael H. Sutton For For Management 1.13 Elect Director Edmund S.W. Tse For For Management 1.14 Elect Director Robert B. Willumstad For For Management 1.15 Elect Director Frank G. Zarb For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Performance-Based and/or Time-Based Against For Shareholder Equity Awards -------------------------------------------------------------------------------- AMGEN, INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Frank J. Biondi, Jr. For For Management 2 Elect Director Jerry D. Choate For For Management 3 Elect Director Frank C. Herringer For For Management 4 Elect Director Gilbert S. Omenn For For Management 5 Ratify Auditors For For Management 6 Declassify the Board of Directors For For Management 7 Declassify the Board of Directors For For Management 8 Develop an Animal Welfare Policy Against Abstain Shareholder 9 Prepare a Sustainability Report Against Abstain Shareholder -------------------------------------------------------------------------------- APPLE, INC. Ticker: AAPL Security ID: 037833100 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William V. Campbell For Withhold Management 1.2 Elect Director Millard S. Drexler For Withhold Management 1.3 Elect Director Albert A. Gore, Jr. For Withhold Management 1.4 Elect Director Steven P. Jobs For Withhold Management 1.5 Elect Director Arthur D. Levinson, Ph.D. For Withhold Management 1.6 Elect Director Eric E. Schmidt, Ph.D. For Withhold Management 1.7 Elect Director Jerome B. York For Withhold Management 2 Amend Omnibus Stock Plan For Against Management 3 Amend Qualified Employee Stock Purchase For Against Management Plan 4 Amend Non-Employee Director Stock Option For Against Management Plan 5 Ratify Auditors For For Management 6 Compensation Specific--Option Dating Against Against Shareholder Policy 7 Pay For Superior Performance Against Against Shareholder 8 Report on Feasibility of Adopting a Toxic Against Abstain Shareholder Chemical Elimination Policy 9 Stock Retention/Holding Period Against Against Shareholder 10 Report on Computer Recycling Policy Against Abstain Shareholder 11 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation -------------------------------------------------------------------------------- AT&T INC Ticker: T Security ID: 00206R102 Meeting Date: JUL 21, 2006 Meeting Type: Special Record Date: JUN 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management -------------------------------------------------------------------------------- AVIS BUDGET GROUP, INC Ticker: CAR Security ID: 053774105 Meeting Date: MAY 21, 2007 Meeting Type: Annual Record Date: APR 3, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald L. Nelson For Withhold Management 1.2 Elect Director Mary C. Choksi For Withhold Management 1.3 Elect Director Leonard S. Coleman For Withhold Management 1.4 Elect Director Lynn Krominga For Withhold Management 1.5 Elect Director Martin L . Edelman For Withhold Management 1.6 Elect Director Sheli Z. Rosenberg For Withhold Management 1.7 Elect Director F. Robert Salerno For Withhold Management 1.8 Elect Director Stender E. Sweeney For Withhold Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William Barnet, III For For Management 2 Elect Director Frank P. Bramble, Sr. For For Management 3 Elect Director John T. Collins For For Management 4 Elect Director Gary L. Countryman For For Management 5 Elect Director Tommy R. Franks For For Management 6 Elect Director Charles K. Gifford For For Management 7 Elect Director W. Steven Jones For For Management 8 Elect Director Kenneth D. Lewis For For Management 9 Elect Director Monica C. Lozano For For Management 10 Elect Director Walter E. Massey For For Management 11 Elect Director Thomas J. May For For Management 12 Elect Director Patricia E. Mitchell For For Management 13 Elect Director Thomas M. Ryan For For Management 14 Elect Director O. Temple Sloan, Jr. For For Management 15 Elect Director Meredith R. Spangler For For Management 16 Elect Director Robert L. Tillman For For Management 17 Elect Director Jackie M. Ward For For Management 18 Ratify Auditors For For Management 19 Prohibit Executive Stock-Based Awards Against Against Shareholder 20 Change Size of Board of Directors Against Against Shareholder 21 Separate Chairman and CEO Positions Against For Shareholder -------------------------------------------------------------------------------- BANK OF NEW YORK CO., INC., THE Ticker: BK Security ID: 064057102 Meeting Date: APR 10, 2007 Meeting Type: Annual Record Date: FEB 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mr. Biondi For For Management 1.2 Elect Director Mr. Donofrio For For Management 1.3 Elect Director Mr. Hassell For For Management 1.4 Elect Director Mr. Kogan For For Management 1.5 Elect Director Mr. Kowalski For For Management 1.6 Elect Director Mr. Luke For For Management 1.7 Elect Director Ms. Rein For For Management 1.8 Elect Director Mr. Renyi For For Management 1.9 Elect Director Mr. Richardson For For Management 1.10 Elect Director Mr. Scott For For Management 1.11 Elect Director Mr. Vaughan For For Management 2 Ratify Auditors For For Management 3 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter 4 Restore or Provide for Cumulative Voting Against Against Shareholder 5 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation -------------------------------------------------------------------------------- BARRICK GOLD CORP. Ticker: ABX Security ID: 067901108 Meeting Date: MAY 2, 2007 Meeting Type: Annual/Special Record Date: MAR 14, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director H. L. Beck For Against Management 1.2 Elect Director C. W. D. Birchall For Against Management 1.3 Elect Director D. J. Carty For Against Management 1.4 Elect Director G. Cisneros For Against Management 1.5 Elect Director M. A. Cohen For Against Management 1.6 Elect Director P. A. Crossgrove For Against Management 1.7 Elect Director J. W. Crow For Against Management 1.8 Elect Director R. M. Franklin For Against Management 1.9 Elect Director P. C. Godsoe For Against Management 1.10 Elect Director J. B. Harvey For Against Management 1.11 Elect Director B. Mulroney For Against Management 1.12 Elect Director A. Munk For Against Management 1.13 Elect Director P. Munk For Against Management 1.14 Elect Director S. J. Shapiro For Against Management 1.15 Elect Director G. C. Wilkins For Against Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Remuneration of Auditors 3 Amend Stock Option Plan For For Management -------------------------------------------------------------------------------- BELLSOUTH CORP. Ticker: BLS Security ID: 079860102 Meeting Date: JUL 21, 2006 Meeting Type: Special Record Date: JUN 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management -------------------------------------------------------------------------------- BEST BUY CO., INC. Ticker: BBY Security ID: 086516101 Meeting Date: JUN 27, 2007 Meeting Type: Annual Record Date: APR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald James For Withhold Management 1.2 Elect Director Elliot S. Kaplan For Withhold Management 1.3 Elect Director Matthew H. Paul For Withhold Management 1.4 Elect Director James E. Press For Withhold Management 1.5 Elect Director Richard M. Schulze For Withhold Management 1.6 Elect Director Mary A. Tolan For Withhold Management 1.7 Elect Director Hatim A. Tyabji For Withhold Management 1.8 Elect Director Rogelio M. Rebolledo For Withhold Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- BOEING CO., THE Ticker: BA Security ID: 097023105 Meeting Date: APR 30, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John H. Biggs For For Management 2 Elect Director John E. Bryson For For Management 3 Elect Director Arthur D. Collins, Jr. For For Management 4 Elect Director Linda Z. Cook For For Management 5 Elect Director William M. Daley For For Management 6 Elect Director Kenneth M. Duberstein For For Management 7 Elect Director John F. McDonnell For For Management 8 Elect Director W. James McNerney, Jr. For For Management 9 Elect Director Richard D. Nanula For For Management 10 Elect Director Rozanne L. Ridgway For For Management 11 Elect Director Mike S. Zafirovski For For Management 12 Ratify Auditors For For Management 13 Report on Foreign Arms Sales Against Abstain Shareholder 14 Adopt Human Rights Policy Against Abstain Shareholder 15 Report on Charitable Contributions Against Abstain Shareholder 16 Report on Political Contributions Against For Shareholder 17 Separate Chairman and CEO Positions Against For Shareholder 18 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 19 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 20 Performance-Based and/or Time-Based Against For Shareholder Equity Awards 21 Claw-back of Payments under Restatements Against Against Shareholder -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORP. Ticker: BSX Security ID: 101137107 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ursula M. Burns For Withhold Management 1.2 Elect Director Marye Anne Fox For Withhold Management 1.3 Elect Director N.J. Nicholas, Jr. For Withhold Management 1.4 Elect Director John E. Pepper For Withhold Management 2 Declassify the Board of Directors For For Management 3 Approve Increase in Size of Board For For Management 4 Approve Repricing of Options For Against Management 5 Stock Retention/Holding Period Against Against Shareholder 6 Ratify Auditors For For Management 7 Other Business For Against Management -------------------------------------------------------------------------------- BUSINESS OBJECTS S.A. Ticker: BOBJ Security ID: 12328X107 Meeting Date: JUN 5, 2007 Meeting Type: Annual Record Date: APR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE COMPANY'S STATUTORY For For Management FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2006 2 APPROVAL OF THE COMPANY'S CONSOLIDATED For For Management FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2006 3 ALLOCATION OF THE COMPANY'S EARNINGS FOR For For Management THE YEAR ENDED DECEMBER 31, 2006 4 RENEWAL OF THE TERM OF OFFICE OF MR. For Against Management ARNOLD SILVERMAN, AS A DIRECTOR OF THE COMPANY 5 RENEWAL OF THE TERM OF OFFICE OF MR. For Against Management BERNARD CHARLES, AS A DIRECTOR OF THE COMPANY 6 RENEWAL OF THE TERM OF OFFICE OF DR. KURT For Against Management LAUK, AS A DIRECTOR OF THE COMPANY 7 RENEWAL OF TERM OF OFFICE OF MR. CARL For Against Management PASCARELLA, AS A DIRECTOR OF THE COMPANY 8 APPROVAL OF AN ADDITIONAL AGGREGATE For For Management AMOUNT OF AUTHORIZED DIRECTOR FEES 9 RATIFICATION OF REGULATED AGREEMENTS For For Management 10 Ratify Auditors For For Management 11 AUTHORIZATION GRANTED TO THE BOARD OF For For Management DIRECTORS TO REPURCHASE SHARES OF THE COMPANY 12 AUTHORIZATION GRANTED TO THE BOARD OF For For Management DIRECTORS TO REDUCE THE COMPANY'S SHARE CAPITAL BY CANCELLATION OF TREASURY SHARES 13 AUTHORIZATION GRANTED TO THE BOARD OF For For Management DIRECTORS TO INCREASE THE COMPANY'S SHARE CAPITAL THROUGH THE ISSUANCE OF ORDINARY SHARES, WITH SUBSCRIPTION RESERVED TO THE PARTICIPANTS IN THE COMPANY S EMPLOYEE SAVINGS PLAN 14 DELEGATION OF POWERS GRANTED TO THE BOARD For For Management OF DIRECTORS TO INCREASE THE COMPANY'S SHARE CAPITAL THROUGH THE ISSUANCE OF ORDINARY SHARES, WITH SUBSCRIPTION RESERVED TO THE 2004 BUSINESS OBJECTS S.A. EMPLOYEE BENEFITS TRUST 15 AUTHORIZATION GRANTED TO THE BOARD OF For Against Management DIRECTORS TO GRANT OPTIONS TO SUBSCRIBE OR TO PURCHASE ORDINARY SHARES OF THE COMPANY AND APPROVAL OF THE 2007 STOCK OPTION PLAN 16 DELEGATION OF POWERS GRANTED TO THE BOARD For Against Management OF DIRECTORS TO INCREASE THE COMPANY S SHARE CAPITAL THROUGH THE ISSUANCE OF ORDINARY SHARES, WITH SUBSCRIPTION RESERVED TO THE BUSINESS OBJECTS EMPLOYEE BENEFIT SUB-PLAN TRUST 17 AUTHORIZATION GRANTED TO THE BOARD OF For Against Management DIRECTORS TO ALLOCATE, FREE OF CHARGE, EXISTING ORDINARY SHARES, OR TO ISSUE, FREE OF CHARGE, NEW ORDINARY SHARES, TO THE EMPLOYEES AND CERTAIN OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES 18 DELEGATION OF AUTHORITY GRANTED TO THE For Against Management BOARD OF DIRECTORS TO ISSUE WARRANTS FREE OF CHARGE IN THE EVENT OF A PUBLIC TENDER OFFER/EXCHANGE OFFER FOR THE COMPANY WITHIN THE FRAMEWORK OF A LEGAL RECIPROCITY CLAUSE 19 APPROVAL OF THE AMENDMENTS OF THE COMPANY For For Management S ARTICLES OF ASSOCIATION TO CONFORM THEM TO THE NEW PROVISIONS OF THE FRENCH COMMERCIAL CODE, AS AMENDED BY FRENCH DECREE 2006-1566 DATED DECEMBER 11, 2006 20 AUTHORIZATION GRANTED TO THE BOARD OF For For Management DIRECTORS TO ISSUE WARRANTS TO SUBSCRIBE UP TO A MAXIMUM OF 45,000 ORDINARY SHARES RESERVED FOR MR. ARNOLD SILVERMAN 21 AUTHORIZATION GRANTED TO THE BOARD OF For For Management DIRECTORS TO ISSUE WARRANTS TO SUBSCRIBE UP TO A MAXIMUM OF 45,000 ORDINARY SHARES RESERVED FOR MR. BERNARD CHARLES 22 AUTHORIZATION GRANTED TO THE BOARD OF For For Management DIRECTORS TO ISSUE WARRANTS TO SUBSCRIBE UP TO A MAXIMUM OF 45,000 ORDINARY SHARES RESERVED FOR DR. KURT LAUK 23 AUTHORIZATION GRANTED TO THE BOARD OF For For Management DIRECTORS TO ISSUE WARRANTS TO SUBSCRIBE UP TO A MAXIMUM OF 30,000 ORDINARY SHARES RESERVED FOR MR. CARL PASCARELLA 24 AUTHORIZATION GRANTED TO THE BOARD OF For For Management DIRECTORS TO ISSUE WARRANTS TO SUBSCRIBE UP TO A MAXIMUM OF 45,000 ORDINARY SHARES RESERVED FOR MR. DAVID PETERSCHMIDT -------------------------------------------------------------------------------- CAPITAL ONE FINANCIAL CORP. Ticker: COF Security ID: 14040H105 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Ronald Dietz For For Management 1.2 Elect Director Lewis Hay, III For For Management 1.3 Elect Director Mayo A. Shattuck, III For For Management 2 Ratify Auditors For For Management 3 Amend Articles of Incorporation - Remove For For Management Provision of Plurality Voting for the Election of Directors 4 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: JUN 13, 2007 Meeting Type: Annual Record Date: APR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John T. Dillon For For Management 1.2 Elect Director Juan Gallardo For For Management 1.3 Elect Director William A. Osborn For For Management 1.4 Elect Director Edward B. Rust, Jr. For For Management 2 Ratify Auditors For For Management 3 Separate Chairman and CEO Positions Against For Shareholder 4 Require a Majority Vote for the Election Against Against Shareholder of Directors -------------------------------------------------------------------------------- CENDANT CORPORATION Ticker: CD Security ID: 151313103 Meeting Date: AUG 29, 2006 Meeting Type: Annual Record Date: JUL 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Henry R. Silverman For Withhold Management 1.2 Elect Director Myra J. Biblowit For Withhold Management 1.3 Elect Director James E. Buckman For Withhold Management 1.4 Elect Director Leonard S. Coleman For Withhold Management 1.5 Elect Director Martin L. Edelman For Withhold Management 1.6 Elect Director George Herrera For Withhold Management 1.7 Elect Director Stephen P. Holmes For Withhold Management 1.8 Elect Director Louise T. Blouin MacBain For Withhold Management 1.9 Elect Director Cheryl D. Mills For Withhold Management 1.10 Elect Director Brian Mulroney For Withhold Management 1.11 Elect Director Robert E. Nederlander For Withhold Management 1.12 Elect Director Ronald L. Nelson For Withhold Management 1.13 Elect Director Robert W. Pittman For Withhold Management 1.14 Elect Director Pauline D.E. Richards For Withhold Management 1.15 Elect Director Sheli Z. Rosenberg For Withhold Management 1.16 Elect Director Robert F. Smith For Withhold Management 1.17 Elect Director Ronald L. Nelson For Withhold Management 1.18 Elect Director Leonard S. Coleman For Withhold Management 1.19 Elect Director Martin L. Edelman For Withhold Management 1.20 Elect Director Sheli Z. Rosenberg For Withhold Management 1.21 Elect Director F. Robert Salerno For Withhold Management 1.22 Elect Director Stender E. Sweeney For Withhold Management 2 Ratify Auditors For For Management 3 Approve Reverse Stock Split For For Management 4 Change Company Name For For Management 5 Company Specific-Redesignation of Common For For Management Stock 6 Reduce Authorized Common Stock For For Management 7 Non-Employee Director Compensation Against Against Shareholder 8 Submit Severance Agreement (Change in Against For Shareholder Control) to shareholder Vote -------------------------------------------------------------------------------- CHEVRON CORPORATION Ticker: CVX Security ID: 166764100 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Samuel H. Armacost For For Management 2 Elect Director Linnet F. Deily For For Management 3 Elect Director Robert E. Denham For For Management 4 Elect Director Robert J. Eaton For For Management 5 Elect Director Sam Ginn For For Management 6 Elect Director Franklyn G. Jenifer For For Management 7 Elect Director Sam Nunn For For Management 8 Elect Director David J. O'Reilly For For Management 9 Elect Director Donald B. Rice For For Management 10 Elect Director Peter J. Robertson For For Management 11 Elect Director Kevin W. Sharer For For Management 12 Elect Director Charles R. Shoemate For For Management 13 Elect Director Ronald D. Sugar For For Management 14 Elect Director Carl Ware For For Management 15 Ratify Auditors For For Management 16 Reduce Supermajority Vote Requirement For For Management 17 Adopt Human Rights Policy Against Abstain Shareholder 18 Adopt Greenhouse Gas Emission Reduction Against Abstain Shareholder Goals 19 Adopt Animal Welfare Policy Against Abstain Shareholder 20 Separate Chairman and CEO Positions Against For Shareholder 21 Approve/Amend Terms of Existing Poison Against For Shareholder Pill 22 Report on Market Specific Environmental Against Abstain Shareholder Laws -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 15, 2006 Meeting Type: Annual Record Date: SEP 18, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director M. Michele Burns For For Management 1.3 Elect Director Michael D. Capellas For For Management 1.4 Elect Director Larry R. Carter For For Management 1.5 Elect Director John T. Chambers For For Management 1.6 Elect Director Dr. John L. Hennessy For For Management 1.7 Elect Director Richard M. Kovacevich For For Management 1.8 Elect Director Roderick C. McGeary For For Management 1.9 Elect Director Steven M. West For For Management 1.10 Elect Director Jerry Yang For For Management 2 Ratify Auditors For For Management 3 Performance-Based and/or Time-Based Against For Shareholder Equity Awards 4 Report on Pay Disparity Against Against Shareholder 5 Report on Internet Fragmentation Against Abstain Shareholder -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 17, 2007 Meeting Type: Annual Record Date: FEB 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director C. Michael Armstrong For For Management 2 Elect Director Alain J.P. Belda For For Management 3 Elect Director George David For For Management 4 Elect Director Kenneth T. Derr For For Management 5 Elect Director John M. Deutch For For Management 6 Elect Director Roberto Hernandez Ramirez For For Management 7 Elect Director Klaus Kleinfeld For For Management 8 Elect Director Andrew N. Liveris For For Management 9 Elect Director Anne Mulcahy For For Management 10 Elect Director Richard D. Parsons For For Management 11 Elect Director Charles Prince For For Management 12 Elect Director Judith Rodin For For Management 13 Elect Director Robert E. Rubin For For Management 14 Elect Director Franklin A. Thomas For For Management 15 Ratify Auditors For For Management 16 Report on Government Service of Employees Against Abstain Shareholder 17 Report on Political Contributions Against For Shareholder 18 Report on Charitable Contributions Against Abstain Shareholder 19 Approve Report of the Compensation Against Against Shareholder Committee 20 Report on Pay Disparity Against Against Shareholder 21 Separate Chairman and CEO Positions Against For Shareholder 22 Stock Retention/Holding Period Against Against Shareholder 23 Restore or Provide for Cumulative Voting Against Against Shareholder 24 Amend Bylaws to Permit Shareholders to Against For Shareholder Call Special Meetings -------------------------------------------------------------------------------- CITIZENS COMMUNICATIONS CO. Ticker: CZN Security ID: 17453B101 Meeting Date: MAY 18, 2007 Meeting Type: Annual Record Date: MAR 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kathleen Q. Abernathy For For Management 1.2 Elect Director Leroy T. Barnes, Jr. For For Management 1.3 Elect Director Michael T. Dugan For For Management 1.4 Elect Director Jeri Finard For For Management 1.5 Elect Director Lawton Wehle Fitt For For Management 1.6 Elect Director William M. Kraus For For Management 1.7 Elect Director Howard L. Schrott For For Management 1.8 Elect Director Larraine D. Segil For For Management 1.9 Elect Director Bradley E. Singer For For Management 1.10 Elect Director David H. Ward For For Management 1.11 Elect Director Myron A. Wick, III For For Management 1.12 Elect Director Mary Agnes Wilderotter For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- COCA-COLA ENTERPRISES INC. Ticker: CCE Security ID: 191219104 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gary P. Fayard For Withhold Management 1.2 Elect Director Marvin J. Herb For Withhold Management 1.3 Elect Director L. Phillip Humann For Withhold Management 1.4 Elect Director Paula R. Reynolds For Withhold Management 2 Approve Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management 4 Submit Severance Agreement (Change in Against For Shareholder Control) to shareholder Vote -------------------------------------------------------------------------------- COGENT INC Ticker: COGT Security ID: 19239Y108 Meeting Date: JUL 31, 2006 Meeting Type: Annual Record Date: JUN 16, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ming Hsieh For For Management 1.2 Elect Director John C. Bolger For For Management 1.3 Elect Director John P. Stenbit For For Management 1.4 Elect Director Kenneth R. Thornton For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James E. Copeland, Jr. For For Management 2 Elect Director Kenneth M. Duberstein For For Management 3 Elect Director Ruth R. Harkin For For Management 4 Elect Director William R. Rhodes For For Management 5 Elect Director J. Stapleton Roy For For Management 6 Elect Director William E. Wade, Jr. For For Management 7 Ratify Auditors For For Management 8 Report on Political Contributions Against For Shareholder 9 Report on Renewable Energy Sources Against Abstain Shareholder 10 Require Director Nominee Qualifications Against Against Shareholder 11 Report on Environmental Damage from Against Abstain Shareholder Drilling in the National Petroleum Reserve 12 Report on Indigenous Peoples Rights Against Abstain Shareholder Policies 13 Report on Community Impact of Operations Against Abstain Shareholder -------------------------------------------------------------------------------- COUNTRYWIDE FINANCIAL CORP. Ticker: CFC Security ID: 222372104 Meeting Date: JUN 13, 2007 Meeting Type: Annual Record Date: APR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Henry G. Cisneros For For Management 1.2 Elect Director Robert J. Donato For For Management 1.3 Elect Director Harley W. Snyder For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation -------------------------------------------------------------------------------- CVS CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAR 15, 2007 Meeting Type: Special Record Date: JAN 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles/Increase Common Stock and For For Management Change Company Name 2 Issue Shares in Connection with an For For Management Acquisition 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- CVS/CAREMARK CORP Ticker: CVS Security ID: 126650100 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Edwin M. Banks For For Management 2 Elect Director C. David Brown II For For Management 3 Elect Director Edwin Mac Crawford For For Management 4 Elect Director David W. Dorman For For Management 5 Elect Director Kristen E. Gibney Williams For For Management 6 Elect Director Roger L. Headrick For Against Management 7 Elect Director Marian L. Heard For For Management 8 Elect Director William H. Joyce For For Management 9 Elect Director Jean-Pierre Million For For Management 10 Elect Director Terrence Murray For For Management 11 Elect Director C.A. Lance Piccolo For Against Management 12 Elect Director Sheli Z. Rosenberg For For Management 13 Elect Director Thomas M. Ryan For For Management 14 Elect Director Richard J. Swift For For Management 15 Ratify Auditors For For Management 16 Approve Qualified Employee Stock Purchase For For Management Plan 17 Approve Executive Incentive Bonus Plan For For Management 18 Limit Executive Compensation Against Against Shareholder 19 Separate Chairman and CEO Positions Against For Shareholder 20 Prepare Sustainability Report Against For Shareholder 21 Disclose Information on Compensation Against For Shareholder Consultant 22 Compensation Specific- Policy on Stock Against For Shareholder Option Grants/Option Backdating -------------------------------------------------------------------------------- E.I. DU PONT DE NEMOURS & CO. Ticker: DD Security ID: 263534109 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Brown For Withhold Management 1.2 Elect Director Robert A. Brown For Withhold Management 1.3 Elect Director Bertrand P. Collomb For Withhold Management 1.4 Elect Director Curtis J. Crawford For Withhold Management 1.5 Elect Director John T. Dillon For Withhold Management 1.6 Elect Director Eleuthere I. du Pont For Withhold Management 1.7 Elect Director Charles O. Holliday, Jr. For Withhold Management 1.8 Elect Director Lois D. Juliber For Withhold Management 1.9 Elect Director Masahisa Naitoh For Withhold Management 1.10 Elect Director Sean O'Keefe For Withhold Management 1.11 Elect Director William K. Reilly For Withhold Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For Against Management 4 Report on Genetically Modified Organisms Against Abstain Shareholder 5 Evaluate Community Impact of Plant Against Abstain Shareholder Closures or Layoffs 6 Report on PFOA Compounds in DuPont Against Abstain Shareholder Products 7 Report on Lobbying Expenditures related Against Abstain Shareholder to Environmental Pollution 8 Prepare a Global Warming Report Against Abstain Shareholder 9 Report on Security of Chemical Facilities Against Abstain Shareholder -------------------------------------------------------------------------------- EL PASO CORP Ticker: EP Security ID: 28336L109 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Juan Carlos Braniff For For Management 2 Elect Director James L. Dunlap For For Management 3 Elect Director Douglas L. Foshee For For Management 4 Elect Director Robert W. Goldman For For Management 5 Elect Director Anthony W. Hall, Jr. For For Management 6 Elect Director Thomas R. Hix For For Management 7 Elect Director William H. Joyce For For Management 8 Elect Director Ronald L. Kuehn, Jr. For For Management 9 Elect Director Ferrell P. McClean For For Management 10 Elect Director Steven J. Shapiro For For Management 11 Elect Director J. Michael Talbert For For Management 12 Elect Director Robert F. Vagt For For Management 13 Elect Director John L. Whitmire For For Management 14 Elect Director Joe B. Wyatt For For Management 15 Ratify Auditors For For Management 16 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 17 Company Specific-Policy Abandoning Against For Shareholder Decision by the Board -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 30, 2007 Meeting Type: Annual Record Date: APR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Boskin For For Management 1.2 Elect Director William W. George For For Management 1.3 Elect Director James R. Houghton For For Management 1.4 Elect Director William R. Howell For For Management 1.5 Elect Director Reatha Clark King For For Management 1.6 Elect Director Philip E. Lippincott For For Management 1.7 Elect Director Marilyn Carlson Nelson For For Management 1.8 Elect Director Samuel J. Palmisano For For Management 1.9 Elect Director Steven S Reinemund For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director J. Stephen Simon For For Management 1.12 Elect Director Rex W. Tillerson For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against Against Shareholder 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 5 Separate Chairman and CEO Positions Against For Shareholder 6 Initiate Payment of Cash Dividend Against Against Shareholder 7 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 8 Company-Specific- Amend Article IX of the Against Against Shareholder Corporation's by-laws 9 Review Executive Compensation Against Against Shareholder 10 Limit Executive Compensation Against Against Shareholder 11 Claw-back of Payments under Restatements Against Against Shareholder 12 Report on Political Contributions Against For Shareholder 13 Amend Equal Employment Opportunity Policy Against Abstain Shareholder to Prohibit Discrimination Based on Sexual Orientation 14 Report on Environmental Accountability Against Abstain Shareholder 15 Report on Emission Reduction Goals Against Abstain Shareholder 16 Report on Carbon Dioxide Emissions Against Abstain Shareholder Information at Gas Stations 17 Adopt Policy to Increase Renewable Energy Against Abstain Shareholder Portfolio -------------------------------------------------------------------------------- FOOT LOCKER INC Ticker: FL Security ID: 344849104 Meeting Date: MAY 30, 2007 Meeting Type: Annual Record Date: APR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James E. Preston For For Management 1.2 Elect Director Matthew D. Serra For For Management 1.3 Elect Director Dona D. Young For For Management 1.4 Elect Director Christopher A Sinclair For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- FOREST LABORATORIES, INC. Ticker: FRX Security ID: 345838106 Meeting Date: AUG 7, 2006 Meeting Type: Annual Record Date: JUN 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Howard Solomon For Withhold Management 1.2 Elect Director Nesli Basgoz For Withhold Management 1.3 Elect Director William J. Candee, III For Withhold Management 1.4 Elect Director George S. Cohan For Withhold Management 1.5 Elect Director Dan L. Goldwasser For Withhold Management 1.6 Elect Director Kenneth E. Goodman For Withhold Management 1.7 Elect Director Lester B. Salans For Withhold Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- FREDDIE MAC Ticker: FRE Security ID: 313400301 Meeting Date: SEP 8, 2006 Meeting Type: Annual Record Date: JUN 30, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara T. Alexander For For Management 1.2 Elect Director Geoffrey T. Boisi For For Management 1.3 Elect Director Michelle Engler For For Management 1.4 Elect Director Robert R. Glauber For For Management 1.5 Elect Director Richard Karl Goeltz For For Management 1.6 Elect Director Thomas S. Johnson For For Management 1.7 Elect Director William M. Lewis, Jr. For For Management 1.8 Elect Director Eugene M. McQuade For For Management 1.9 Elect Director Shaun F. O'Malley For For Management 1.10 Elect Director Jeffrey M. Peek For For Management 1.11 Elect Director Ronald F. Poe For For Management 1.12 Elect Director Stephen A. Ross For For Management 1.13 Elect Director Richard F. Syron For For Management 2 Ratify Auditors For For Management 3 Report on Charitable Contributions Against Abstain Shareholder -------------------------------------------------------------------------------- FREEPORT-MCMORAN COPPER & GOLD INC. Ticker: FCX Security ID: 35671D857 Meeting Date: MAR 14, 2007 Meeting Type: Special Record Date: FEB 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management 2 Issue Shares in Connection with an For For Management Acquisition 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- GENENTECH, INC. Ticker: DNA Security ID: 368710406 Meeting Date: APR 20, 2007 Meeting Type: Annual Record Date: FEB 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert W. Boyer, Ph.D. For Withhold Management 1.2 Elect Director William M. Burns For Withhold Management 1.3 Elect Director Erich Hunziker, Ph.D. For Withhold Management 1.4 Elect Director Jonathan K.C. Knowles, For Withhold Management Ph.D. 1.5 Elect Director Arthur D. Levinson, Ph.D. For Withhold Management 1.6 Elect Director Debra L. Reed For Withhold Management 1.7 Elect Director Charles A. Sanders, M.D. For Withhold Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- GENERAL DYNAMICS CORP. Ticker: GD Security ID: 369550108 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Nicholas D. Chabraja For For Management 2 Elect Director James S. Crown For For Management 3 Elect Director William P. Fricks For For Management 4 Elect Director Charles H. Goodman For For Management 5 Elect Director Jay L. Johnson For For Management 6 Elect Director George A. Joulwan For For Management 7 Elect Director Paul G. Kaminski For For Management 8 Elect Director John M. Keane For For Management 9 Elect Director Deborah J. Lucas For For Management 10 Elect Director Lester L. Lyles For For Management 11 Elect Director Carl E. Mundy, Jr. For For Management 12 Elect Director Robert Walmsley For For Management 13 Ratify Auditors For For Management 14 Pay For Superior Performance Against Against Shareholder 15 Performance-Based and/or Equity Based Against For Shareholder Awards -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: FEB 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James I. Cash, Jr. For For Management 1.2 Elect Director William M. Castell For For Management 1.3 Elect Director Ann M. Fudge For For Management 1.4 Elect Director Claudio X. Gonzalez For For Management 1.5 Elect Director Susan Hockfield For For Management 1.6 Elect Director Jerry R. Immelt For For Management 1.7 Elect Director Andrea Jung For For Management 1.8 Elect Director Alan G. Lafley For For Management 1.9 Elect Director Robert W. Lane For For Management 1.10 Elect Director Ralph S. Larsen For For Management 1.11 Elect Director Rochelle B. Lazarus For For Management 1.12 Elect Director Sam Nunn For For Management 1.13 Elect Director Roger S. Penske For For Management 1.14 Elect Director Robert J. Swieringa For For Management 1.15 Elect Director Douglas A. Warner III For For Management 1.16 Elect Director Robert C. Wright For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Vote Standard in Director For For Management Elections 4 Approve Omnibus Stock Plan For For Management 5 Company-Specific-Approve Material Terms For For Management of Senior Officer Performance Goals 6 Provide for Cumulative Voting Against Against Shareholder 7 Company-Specific -- Adopt Policy on Against Against Shareholder Overboarded Directors 8 Company-Specific -- One Director from the Against Against Shareholder Ranks of Retirees 9 Separate Chairman and CEO Positions Against For Shareholder 10 Limit Dividend and Dividend Equivalent Against Against Shareholder Payments to Executives 11 Report on Charitable Contributions Against Abstain Shareholder 12 Report on Global Warming Against Abstain Shareholder 13 Adopt Ethical Criteria for Military Against Abstain Shareholder Contracts 14 Report on Pay Disparity Against Against Shareholder -------------------------------------------------------------------------------- GOOGLE INC Ticker: GOOG Security ID: 38259P508 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 22, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric Schmidt For Withhold Management 1.2 Elect Director Sergey Brin For Withhold Management 1.3 Elect Director Larry Page For Withhold Management 1.4 Elect Director L. John Doerr For Withhold Management 1.5 Elect Director John L. Hennessy For Withhold Management 1.6 Elect Director Arthur D. Levinson For Withhold Management 1.7 Elect Director Ann Mather For Withhold Management 1.8 Elect Director Paul S. Otellini For Withhold Management 1.9 Elect Director K. Ram Shriram For Withhold Management 1.10 Elect Director Shirley M. Tilghman For Withhold Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Adopt Policies to Protect Freedom of Against Abstain Shareholder Access to the Internet -------------------------------------------------------------------------------- HALLIBURTON CO. Ticker: HAL Security ID: 406216101 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Kathleen M. Bader For For Management 2 Elect Director Alan M. Bennett For For Management 3 Elect Director James R. Boyd For For Management 4 Elect Director Milton Carroll For For Management 5 Elect Director Robert L. Crandall For For Management 6 Elect Director Kenneth T. Derr For For Management 7 Elect Director S. Malcolm Gillis For For Management 8 Elect Director W. R. Howell For For Management 9 Elect Director David J. Lesar For For Management 10 Elect Director J. Landis Martin For For Management 11 Elect Director Jay A. Precourt For For Management 12 Elect Director Debra L. Reed For For Management 13 Ratify Auditors For For Management 14 Review Human Rights Policies Against Abstain Shareholder 15 Report on Political Contributions Against For Shareholder 16 Amend Terms of Existing Poison Pill Against For Shareholder -------------------------------------------------------------------------------- HARTFORD FINANCIAL SERVICES GROUP, INC., THE Ticker: HIG Security ID: 416515104 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ramani Ayer For For Management 1.2 Elect Director Ramon De Oliveira For For Management 1.3 Elect Director Trevor Fetter For For Management 1.4 Elect Director Edward J. Kelly, III For For Management 1.5 Elect Director Paul G. Kirk, Jr. For For Management 1.6 Elect Director Thomas M. Marra For For Management 1.7 Elect Director Gail J. Mcgovern For For Management 1.8 Elect Director Michael G. Morris For For Management 1.9 Elect Director Robert W. Selander For For Management 1.10 Elect Director Charles B. Strauss For For Management 1.11 Elect Director H. Patrick Swygert For For Management 1.12 Elect Director David K. Zwiener For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- HERBALIFE LTD Ticker: HLF Security ID: G4412G101 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR: LEROY T. BARNES. For Against Management 2 ELECTION OF DIRECTOR: RICHARD P. For Against Management BERMINGHAM. 3 ELECTION OF DIRECTOR: PETER MASLEN. For Against Management 4 RATIFICATION OF THE APPOINTMENT OF THE For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2007. 5 APPROVE THE COMPANY S EMPLOYEE STOCK For Against Management PURCHASE PLAN. -------------------------------------------------------------------------------- HERSHEY CO, THE Ticker: HSY Security ID: 427866108 Meeting Date: APR 17, 2007 Meeting Type: Annual Record Date: FEB 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jon A. Boscia For Withhold Management 1.2 Elect Director Robert H. Campbell For Withhold Management 1.3 Elect Director Robert F. Cavanaugh For Withhold Management 1.4 Elect Director Gary P. Coughlan For Withhold Management 1.5 Elect Director Harriet Edelman For Withhold Management 1.6 Elect Director Bonnie G. Hill For Withhold Management 1.7 Elect Director Alfred F. Kelly, Jr. For Withhold Management 1.8 Elect Director Richard H. Lenny For Withhold Management 1.9 Elect Director Mackey J. McDonald For Withhold Management 1.10 Elect Director Marie J. Toulantis For Withhold Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL, INC. Ticker: HON Security ID: 438516106 Meeting Date: APR 23, 2007 Meeting Type: Annual Record Date: FEB 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gordon M. Bethune For Against Management 2 Elect Director Jaime Chico Pardo For Against Management 3 Elect Director David M. Cote For Against Management 4 Elect Director D. Scott Davis For Against Management 5 Elect Director Linnet F. Deily For Against Management 6 Elect Director Clive R. Hollick For Against Management 7 Elect Director James J. Howard For Against Management 8 Elect Director Ivan G. Seidenberg For Against Management 9 Elect Director Bradley T. Sheares For Against Management 10 Elect Director Eric K. Shinseki For Against Management 11 Elect Director John R. Stafford For Against Management 12 Elect Director Michael W. Wright For Against Management 13 Ratify Auditors For For Management 14 Approve Nonqualified Employee Stock For Against Management Purchase Plan 15 Claw-back of Payments under Restatements Against Against Shareholder 16 Performance-Based and/or Time-Based Against For Shareholder Equity Awards 17 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 18 Remove Six Sigma Terminology Against For Shareholder -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Ticker: IBM Security ID: 459200101 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: FEB 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cathleen Black For For Management 1.2 Elect Director Kenneth I. Chenault For For Management 1.3 Elect Director Juergen Dormann For For Management 1.4 Elect Director Michael L. Eskew For For Management 1.5 Elect Director Shirley Ann Jackson For For Management 1.6 Elect Director Minoru Makihara For For Management 1.7 Elect Director Lucio A. Noto For For Management 1.8 Elect Director James W. Owens For For Management 1.9 Elect Director Samuel J. Palmisano For For Management 1.10 Elect Director Joan E. Spero For For Management 1.11 Elect Director Sidney Taurel For For Management 1.12 Elect Director Lorenzo H. Zambrano For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Reduce Supermajority Vote Requirement For For Management 5 Reduce Supermajority Vote Requirement For For Management 6 Reduce Supermajority Vote Requirement For For Management 7 Restore or Provide for Cumulative Voting Against Against Shareholder 8 Evaluate Age Discrimination in Retirement Against Abstain Shareholder Plans 9 Review Executive Compensation Against Against Shareholder 10 Report on Outsourcing Against Against Shareholder 11 Require a Majority Vote for the Election Against Against Shareholder of Directors -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: MAR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Crandall C. Bowles For For Management 1.2 Elect Director Stephen B. Burke For For Management 1.3 Elect Director James S. Crown For For Management 1.4 Elect Director James Dimon For For Management 1.5 Elect Director Ellen V. Futter For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director Laban P. Jackson, Jr. For For Management 1.8 Elect Director Robert I. Lipp For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Lee R. Raymond For For Management 1.11 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Put Repricing of Stock Options to Against Against Shareholder Shareholder Vote 4 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards 5 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 6 Separate Chairman and CEO Positions Against For Shareholder 7 Provide for Cumulative Voting Against Against Shareholder 8 Require a Majority Vote for the Election Against Against Shareholder of Directors 9 Report on Political Contributions Against For Shareholder 10 Report on Management Initiatives to Against Abstain Shareholder Address Links to Slavery and Human Rights Abuse -------------------------------------------------------------------------------- KLA-TENCOR CORP. Ticker: KLAC Security ID: 482480100 Meeting Date: MAR 29, 2007 Meeting Type: Annual Record Date: FEB 15, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director H. Raymond Bingham For For Management 1.2 Elect Director Robert T. Bond For For Management 1.3 Elect Director David C. Wang For For Management 1.4 Elect Director Robert M. Calderoni For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- LAS VEGAS SANDS CORP Ticker: LVS Security ID: 517834107 Meeting Date: JUN 7, 2007 Meeting Type: Annual Record Date: APR 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sheldon G. Adelson For Withhold Management 1.2 Elect Director Irwin Chafetz For Withhold Management 1.3 Elect Director James L. Purcell For Withhold Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- LUCENT TECHNOLOGIES INC. Ticker: LU Security ID: 549463107 Meeting Date: SEP 7, 2006 Meeting Type: Special Record Date: JUL 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management -------------------------------------------------------------------------------- MEDTRONIC, INC. Ticker: MDT Security ID: 585055106 Meeting Date: AUG 24, 2006 Meeting Type: Annual Record Date: JUN 26, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Anderson For Withhold Management 1.2 Elect Director Michael R. Bonsignore For Withhold Management 1.3 Elect Director Robert C. Pozen For Withhold Management 1.4 Elect Director Gordon M. Sprenger For Withhold Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against Against Shareholder of Directors -------------------------------------------------------------------------------- MOTOROLA, INC. Ticker: MOT Security ID: 620076109 Meeting Date: MAY 7, 2007 Meeting Type: Proxy Contest Record Date: MAR 8, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. Zander For Did Not Management Vote 1.2 Elect Director D. Dorman For Did Not Management Vote 1.3 Elect Director J. Lewent For Did Not Management Vote 1.4 Elect Director T. Meredith For Did Not Management Vote 1.5 Elect Director N. Negroponte For Did Not Management Vote 1.6 Elect Director S. Scott, III For Did Not Management Vote 1.7 Elect Director R. Sommer For Did Not Management Vote 1.8 Elect Director J. Stengel For Did Not Management Vote 1.9 Elect Director D. Warner, III For Did Not Management Vote 1.10 Elect Director J. White For Did Not Management Vote 1.11 Elect Director M. White For Did Not Management Vote 2 Amend Qualified Employee Stock Purchase For Did Not Management Plan Vote 3 Advisory Vote to Ratify Named Executive Against Did Not Shareholder Officers' Compensation Vote 4 Claw-back of Payments under Restatements Against Did Not Shareholder Vote 1.1 Elect Director Carl C. Icahn For For Management 1.2 Elect Director E. Zander For For Management 1.3 Elect Director D. Dorman For For Management 1.4 Elect Director J. Lewent For For Management 1.5 Elect Director T. Meredith For For Management 1.6 Elect Director N. Negroponte For For Management 1.7 Elect Director S. Scott, III For For Management 1.8 Elect Director R. Sommer For For Management 1.9 Elect Director J. Stengel For For Management 1.10 Elect Director D. Warner, III For For Management 1.11 Elect Director M. White For For Management 2 Amend Qualified Employee Stock Purchase None For Management Plan 3 Advisory Vote to Ratify Named Executive For Against Shareholder Officers' Compensation 4 Claw-back of Payments under Restatements None Against Shareholder -------------------------------------------------------------------------------- MURPHY OIL CORP. Ticker: MUR Security ID: 626717102 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank W. Blue For Withhold Management 1.2 Elect Director Claiborne P. Deming For Withhold Management 1.3 Elect Director Robert A. Hermes For Withhold Management 1.4 Elect Director James V. Kelley For Withhold Management 1.5 Elect Director R. Madison Murphy For Withhold Management 1.6 Elect Director William C. Nolan, Jr. For Withhold Management 1.7 Elect Director Ivar B. Ramberg For Withhold Management 1.8 Elect Director Neal E. Schmale For Withhold Management 1.9 Elect Director David J. H. Smith For Withhold Management 1.10 Elect Directors Caroline G. Theus For Withhold Management 2 Approve Omnibus Stock Plan For Against Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- PACKAGING CORPORATION OF AMERICA Ticker: PKG Security ID: 695156109 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Henry F. Frigon For Withhold Management 1.2 Elect Director Louis A. Holland For Withhold Management 1.3 Elect Director Samuel M. Mencoff For Withhold Management 1.4 Elect Director Roger B. Porter For Withhold Management 1.5 Elect Director Thomas S. Souleles For Withhold Management 1.6 Elect Director Paul T. Stecko For Withhold Management 1.7 Elect Director Rayford K. Williamson For Withhold Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis A. Ausiello For For Management 1.2 Elect Director Michael S. Brown For For Management 1.3 Elect Director M. Anthony Burns For For Management 1.4 Elect Director Robert N. Burt For For Management 1.5 Elect Director W. Don Cornwell For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director Constance J. Horner For For Management 1.8 Elect Director William R. Howell For For Management 1.9 Elect Director Jeffrey B. Kindler For For Management 1.10 Elect Director George A. Lorch For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director William C. Steere, Jr. For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against Against Shareholder 4 Report on Animal Testing Policies Against Abstain Shareholder 5 Amend Animal Welfare Policy Against Abstain Shareholder 6 Require Director Nominee Qualifications Against Against Shareholder -------------------------------------------------------------------------------- PHARMION CORP Ticker: PHRM Security ID: 71715B409 Meeting Date: JUN 6, 2007 Meeting Type: Annual Record Date: APR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian G. Atwood For For Management 1.2 Elect Director M. James Barrett For For Management 1.3 Elect Director Edward J. Mckinley For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 10, 2006 Meeting Type: Annual Record Date: AUG 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Norman R. Augustine For For Management 1.2 Elect Director A.G. Lafley For For Management 1.3 Elect Director Johnathan A. Rodgers For For Management 1.4 Elect Director John F. Smith, Jr. For For Management 1.5 Elect Director Margaret C. Whitman For For Management 2 Approve Decrease in Size of Board For For Management 3 Ratify Auditors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Put Repricing of Stock Options to Against Against Shareholder Shareholder Vote -------------------------------------------------------------------------------- QUALCOMM INC. Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 13, 2007 Meeting Type: Annual Record Date: JAN 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara T. Alexander For Withhold Management 1.2 Elect Director Raymond V. Dittamore For Withhold Management 1.3 Elect Director Irwin Mark Jacobs For Withhold Management 1.4 Elect Director Sherry Lansing For Withhold Management 1.5 Elect Director Peter M. Sacerdote For Withhold Management 1.6 Elect Director Marc I. Stern For Withhold Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- RITE AID CORP. Ticker: RAD Security ID: 767754104 Meeting Date: JAN 18, 2007 Meeting Type: Special Record Date: NOV 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with an For For Management Acquisition 2 Increase Authorized Common Stock For For Management 3 Approve Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- RITE AID CORP. Ticker: RAD Security ID: 767754104 Meeting Date: JUN 27, 2007 Meeting Type: Annual Record Date: MAY 8, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andre Belzile For Withhold Management 1.2 Elect Director George G. Golleher For Withhold Management 1.3 Elect Director Mary F. Sammons For Withhold Management 1.4 Elect Director Philip G. Satre For Withhold Management -------------------------------------------------------------------------------- SANDISK CORP. Ticker: SNDK Security ID: 80004C101 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: MAR 27, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eli Harari For For Management 1.2 Elect Director Irwin Federman For For Management 1.3 Elect Director Steven J. Gomo For For Management 1.4 Elect Director Eddy W. Hartenstein For For Management 1.5 Elect Director Catherine P. Lego For For Management 1.6 Elect Director Michael E. Marks For For Management 1.7 Elect Director James D. Meindl For For Management 2 Ratify Auditors For For Management 3 Performance-Based Equity Awards Against For Shareholder -------------------------------------------------------------------------------- SCHERING-PLOUGH CORP. Ticker: SGP Security ID: 806605101 Meeting Date: MAY 18, 2007 Meeting Type: Annual Record Date: MAR 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Hans W. Becherer For For Management 1.2 Elect Director Thomas J. Colligan For For Management 1.3 Elect Director Fred Hassan For For Management 1.4 Elect Director C. Robert Kidder For For Management 1.5 Elect Director Philip Leder, M.D. For For Management 1.6 Elect Director Eugene R. McGrath For For Management 1.7 Elect Director Carl E. Mundy, Jr. For For Management 1.8 Elect Director Antonio M. Perez For For Management 1.9 Elect Director Patricia F. Russo For For Management 1.10 Elect Director Jack L. Stahl For For Management 1.11 Elect Director Kathryn C. Turner For For Management 1.12 Elect Director Robert F.W. van Oordt For For Management 1.13 Elect Director Arthur F. Weinbach For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Company Specific--Adopt Majority Voting For For Management 5 Performance-Based and/or Time-Based Against For Shareholder Equity Awards -------------------------------------------------------------------------------- SEAGATE TECHNOLOGY Ticker: STX Security ID: G7945J104 Meeting Date: OCT 26, 2006 Meeting Type: Annual Record Date: SEP 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECT FRANK J. BIONDI, JR. AS A DIRECTOR. For Against Management 2 ELECT WILLIAM W. BRADLEY AS A DIRECTOR. For Against Management 3 ELECT MICHAEL R. CANNON AS A DIRECTOR. For Against Management 4 ELECT JAMES A. DAVIDSON AS A DIRECTOR. For Against Management 5 ELECT DONALD E. KIERNAN AS A DIRECTOR. For Against Management 6 ELECT STEPHEN J. LUCZO AS A DIRECTOR. For Against Management 7 ELECT DAVID F. MARQUARDT AS A DIRECTOR. For Against Management 8 ELECT LYDIA M. MARSHALL AS A DIRECTOR. For Against Management 9 ELECT C.S. PARK AS A DIRECTOR. For Against Management 10 ELECT GREGORIO REYES AS A DIRECTOR. For Against Management 11 ELECT JOHN W. THOMPSON AS A DIRECTOR. For Against Management 12 ELECT WILLIAM D. WATKINS AS A DIRECTOR. For Against Management 13 APPROVE AN INCREASE IN SHARES ELIGIBLE For For Management FOR ISSUANCE UNDER 2004 STOCK COMPENSATION PLAN IN THE AMOUNT OF 36 MILLION SHARES. 14 APPROVE AN INCREASE IN THE ISSUABLE For For Management SHARES FOR PURCHASE UNDER EMPLOYEE STOCK PURCHASE PLAN IN THE AMOUNT OF 10 MILLION SHARES. 15 RATIFY THE APPOINTMENT OF ERNST & YOUNG For For Management LLP TO SERVE AS INDEPENDENT REGISTERED ACCOUNTING FIRM. -------------------------------------------------------------------------------- SMURFIT - STONE CONTAINER CORP. Ticker: SSCC Security ID: 832727101 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Boris For For Management 1.2 Elect Director Connie K. Duckworth For For Management 1.3 Elect Director Alan E. Goldberg For For Management 1.4 Elect Director William T. Lynch, Jr. For For Management 1.5 Elect Director Patrick J. Moore For For Management 1.6 Elect Director James J. O'Connor For For Management 1.7 Elect Director Jerry K. Pearlman For For Management 1.8 Elect Director Thomas A. Reynolds, III For For Management 1.9 Elect Director Eugene C. Sit For For Management 1.10 Elect Director William D. Smithburg For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- SPRINT NEXTEL CORP Ticker: S Security ID: 852061100 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Keith J. Bane For Abstain Management 2 Elect Director Robert R. Bennett For Abstain Management 3 Elect Director Gordon M. Bethune For Abstain Management 4 Elect Director Frank M. Drendel For Abstain Management 5 Elect Director Gary D. Forsee For Abstain Management 6 Elect Director James H. Hance, Jr. For Abstain Management 7 Elect Director V. Janet Hill For Abstain Management 8 Elect Director Irvine O. Hockaday, Jr. For Abstain Management 9 Elect Director Linda Koch Lorimer For Abstain Management 10 Elect Director William H. Swanson For Abstain Management 11 Ratify Auditors For For Management 12 Approve Omnibus Stock Plan For Against Management 13 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation -------------------------------------------------------------------------------- SYMANTEC CORP. Ticker: SYMC Security ID: 871503108 Meeting Date: SEP 13, 2006 Meeting Type: Annual Record Date: JUL 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael Brown For Withhold Management 1.2 Elect Director William T. Coleman For Withhold Management 1.3 Elect Director David L. Mahoney For Withhold Management 1.4 Elect Director Robert S. Miller For Withhold Management 1.5 Elect Director George Reyes For Withhold Management 1.6 Elect Director David Roux For Withhold Management 1.7 Elect Director Daniel H. Schulman For Withhold Management 1.8 Elect Director John W. Thompson For Withhold Management 1.9 Elect Director V. Paul Unruh For Withhold Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INC. Ticker: TXN Security ID: 882508104 Meeting Date: APR 19, 2007 Meeting Type: Annual Record Date: FEB 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James R. Adams For For Management 2 Elect Director David L. Boren For For Management 3 Elect Director Daniel A. Carp For For Management 4 Elect Director Carrie S. Cox For For Management 5 Elect Director Thomas J. Engibous For For Management 6 Elect Director David R. Goode For For Management 7 Elect Director Pamela H. Patsley For For Management 8 Elect Director Wayne R. Sanders For For Management 9 Elect Director Ruth J. Simmons For For Management 10 Elect Director Richard K. Templeton For For Management 11 Elect Director Christine Todd Whitman For For Management 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- TIME WARNER INC Ticker: TWX Security ID: 887317105 Meeting Date: MAY 18, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director Jeffrey L. Bewkes For For Management 1.3 Elect Director Stephen F. Bollenbach For For Management 1.4 Elect Director Frank J. Caufield For For Management 1.5 Elect Director Robert C. Clark For For Management 1.6 Elect Director Mathias Dopfner For For Management 1.7 Elect Director Jessica P. Einhorn For For Management 1.8 Elect Director Reuben Mark For For Management 1.9 Elect Director Michael A. Miles For For Management 1.10 Elect Director Kenneth J. Novack For For Management 1.11 Elect Director Richard D. Parsons For For Management 1.12 Elect Director Francis T. Vincent, Jr. For For Management 1.13 Elect Director Deborah C. Wright For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers'Compensation 5 Separate Chairman and CEO Positions Against For Shareholder 6 Company Specific- Adopt Simple Majority Against For Shareholder Vote 7 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 8 Company-Specific- Stockholder Against For Shareholder Ratification of Director Compensation, When a Stockholder Rights Plan Has Been Adopted -------------------------------------------------------------------------------- TNT N.V. Ticker: TP Security ID: 87260W101 Meeting Date: APR 20, 2007 Meeting Type: Annual Record Date: MAR 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 ADOPTION OF THE 2006 FINANCIAL For For Management STATEMENTS. 2 DETERMINATION AND DISTRIBUTION OF For For Management DIVIDENDS. 3 APPROVAL OF THE RELEASE FROM LIABILITY OF For Against Management THE MEMBERS OF THE BOARD OF MANAGEMENT. 4 APPROVAL OF THE RELEASE FROM LIABILITY OF For Against Management THE MEMBERS OF THE SUPERVISORY BOARD. 5 ADOPTION AND AMENDMENTS TO THE For For Management REMUNERATION POLICY FOR THE BOARD OF MANAGEMENT. 6.1 Elect Director Mr. R. Dahan For For Management 6.2 Elect Director Mr. V. Halberstadt For For Management 6.3 Elect Director Mr. W. Kok For For Management 6.4 Elect Director Mrs. M. Harris For For Management 7 APPROVAL OF THE EXTENSION OF THE For Against Management DESIGNATION OF THE BOARD OF MANAGEMENT TO ISSUE ORDINARY SHARES. 8 APPROVAL OF THE EXTENSION OF THE For For Management DESIGNATION OF THE BOARD OF MANAGEMENT TO ISSUE PREFERENCE SHARES B. 9 APPROVAL OF THE DESIGNATION OF THE BOARD For Against Management OF MANAGEMENT AS AUTHORIZED BODY TO LIMIT OR EXCLUDE THE PRE-EMPTIVE RIGHT TO THE ISSUANCE OF ORDINARY SHARES. 10 APPROVAL OF THE AUTHORIZATION OF THE For For Management BOARD OF MANAGEMENT TO HAVE THE COMPANY ACQUIRE ITS OWN SHARES. 11 APPROVAL OF THE REDUCTION OF THE ISSUED For For Management CAPITAL BY CANCELLATION OF OWN SHARES. 12 APPROVAL OF THE AMENDMENT OF CONVERSION For For Management OF THE SPECIAL SHARE IN THE ARTICLES OF ASSOCIATION. 13 APPROVAL OF THE AMENDMENT OF OTHER For For Management AMENDMENTS IN THE ARTICLES OF ASSOCIATION. -------------------------------------------------------------------------------- URBAN OUTFITTERS, INC. Ticker: URBN Security ID: 917047102 Meeting Date: MAY 22, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard A. Hayne For Withhold Management 1.2 Elect Director Scott A. Belair For Withhold Management 1.3 Elect Director Harry S. Cherken, Jr. For Withhold Management 1.4 Elect Director Joel S. Lawson III For Withhold Management 1.5 Elect Director Glen T. Senk For Withhold Management 1.6 Elect Director Robert H. Strouse For Withhold Management 2 Adopt ILO Based Code of Conduct Against Abstain Shareholder -------------------------------------------------------------------------------- UTI WORLDWIDE INC. Ticker: UTIW Security ID: G87210103 Meeting Date: JUN 11, 2007 Meeting Type: Annual Record Date: MAY 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. John Langley, Jr. For Against Management 1.2 Elect Director Allan Rosenzweig For Against Management 2 Ratify Deloitte & Touche LLP as Auditors For For Management -------------------------------------------------------------------------------- WACHOVIA CORP. Ticker: WB Security ID: 929903102 Meeting Date: AUG 31, 2006 Meeting Type: Special Record Date: JUL 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with an For For Management Acquisition 2 Amend Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- WACHOVIA CORP. Ticker: WB Security ID: 929903102 Meeting Date: APR 17, 2007 Meeting Type: Annual Record Date: FEB 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ernest S. Rady For For Management 1.2 Elect Director Jerry Gitt For For Management 1.3 Elect Director John T. Casteen, III For For Management 1.4 Elect Director Maryellen C. Herringer For For Management 1.5 Elect Director Joseph Neubauer For For Management 1.6 Elect Director Timothy D. Proctor For For Management 1.7 Elect Director Van L. Richey For For Management 1.8 Elect Director Dona Davis Young For For Management 2 Declassify the Board of Directors For For Management 3 Company Specific--Provide for Majority For For Management Voting 4 Ratify Auditors For For Management 5 Approve Report of the Compensation Against Against Shareholder Committee 6 Require Director Nominee Qualifications Against Against Shareholder 7 Report on Political Contributions Against For Shareholder 8 Separate Chairman and CEO Positions Against For Shareholder -------------------------------------------------------------------------------- WASHINGTON MUTUAL, INC Ticker: WM Security ID: 939322103 Meeting Date: APR 17, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anne V. Farrell For For Management 1.2 Elect Director Stephen E. Frank For For Management 1.3 Elect Director Kerry K. Killinger For For Management 1.4 Elect Director Thomas C. Leppert For For Management 1.5 Elect Director Charles M. Lillis For For Management 1.6 Elect Director Phillip D. Matthews For For Management 1.7 Elect Director Regina T. Montoya For For Management 1.8 Elect Director Michael K. Murphy For For Management 1.9 Elect Director Margaret Osmer Mcquade For For Management 1.10 Elect Director Mary E. Pugh For For Management 1.11 Elect Director William G. Reed, Jr. For For Management 1.12 Elect Director Orin C. Smith For For Management 1.13 Elect Director James H. Stever For For Management 2 Ratify Auditors For For Management 3 Establish SERP Policy Against Against Shareholder 4 Require a Majority Vote for the Election Against Against Shareholder of Directors 5 Require Director Nominee Qualifications Against Against Shareholder -------------------------------------------------------------------------------- WASTE MANAGEMENT, INC. Ticker: WMI Security ID: 94106L109 Meeting Date: MAY 4, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Pastora San Juan Cafferty For For Management 2 Elect Director Frank M. Clark, Jr. For For Management 3 Elect Director Patrick W. Gross For For Management 4 Elect Director Thomas I. Morgan For For Management 5 Elect Director John C. Pope For For Management 6 Elect Director W. Robert Reum For For Management 7 Elect Director Steven G. Rothmeier For For Management 8 Elect Director David P. Steiner For For Management 9 Elect Director Thomas H. Weidemeyer For For Management 10 Ratify Auditors For For Management -------------------------------------------------------------------------------- WEATHERFORD INTERNATIONAL LTD Ticker: WFT Security ID: G95089101 Meeting Date: MAY 30, 2007 Meeting Type: Annual Record Date: APR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION AS DIRECTOR: NICHOLAS F. BRADY For For Management 2 ELECTION AS DIRECTOR: WILLIAM E. MACAULAY For For Management 3 ELECTION AS DIRECTOR: DAVID J. BUTTERS For For Management 4 ELECTION AS DIRECTOR: ROBERT B. MILLARD For For Management 5 ELECTION AS DIRECTOR: BERNARD J. For For Management DUROC-DANNER 6 ELECTION AS DIRECTOR: ROBERT K. MOSES, For For Management JR. 7 ELECTION AS DIRECTOR: SHELDON B. LUBAR For For Management 8 ELECTION AS DIRECTOR: ROBERT A. RAYNE For For Management 9 Ratify Auditors For For Management -------------------------------------------------------------------------------- WELLPOINT INC Ticker: WLP Security ID: 94973V107 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 15, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sheila P. Burke For For Management 1.2 Elect Director Victor S. Liss For For Management 1.3 Elect Director Jane G. Pisano, Ph.D. For For Management 1.4 Elect Director George A. Schaefer, Jr. For For Management 1.5 Elect Director Jackie M. Ward For For Management 1.6 Elect Director John E. Zuccotti For For Management 2 Company Specific--Approve Majority Voting For For Management for the Non- Contested Election of Directors 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- WINDSTREAM CORP. Ticker: WIN Security ID: 97381W104 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Samuel E. Beall, III For Withhold Management 1.2 Elect Director Dennis E. Foster For Withhold Management 1.3 Elect Director Francis X. Frantz For Withhold Management 1.4 Elect Director Jeffery R. Gardner For Withhold Management 1.5 Elect Director Jeffrey T. Hinson For Withhold Management 1.6 Elect Director Judy K. Jones For Withhold Management 1.7 Elect Director William A. Montgomery For Withhold Management 1.8 Elect Director Frank E. Reed For Withhold Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- WYETH Ticker: WYE Security ID: 983024100 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert Essner For Abstain Management 2 Elect Director John D. Feerick For Abstain Management 3 Elect Director Frances D. Fergusson For Abstain Management 4 Elect Director Victor F. Ganzi For Abstain Management 5 Elect Director Robert Langer For Abstain Management 6 Elect Director John P. Mascotte For Abstain Management 7 Elect Director Raymond J. McGuire For Abstain Management 8 Elect Director Mary Lake Polan For Abstain Management 9 Elect Director Bernard Poussot For Abstain Management 10 Elect Director Gary L. Rogers For Abstain Management 11 Elect Director Ivan G. Seidenberg For Abstain Management 12 Elect Director Walter V. Shipley For Abstain Management 13 Elect Director John R. Torell III For Abstain Management 14 Ratify Auditors For For Management 15 Reduce Supermajority Vote Requirement For For Management 16 Amend Omnibus Stock Plan For Against Management 17 Adopt Animal Welfare Policy Against Abstain Shareholder 18 Report on Policy to Limit Drug Supply to Against Against Shareholder Canada 19 Report on Political Contributions Against For Shareholder 20 Claw-back of Payments under Restatements Against Against Shareholder 21 Company-Specific - Interlocking Against Against Shareholder Directorship 22 Disclose Information-Proposal Withdrawn. Against Against Shareholder No Vote Required 23 Separate Chairman and CEO Positions Against For Shareholder 24 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation -------------------------------------------------------------------------------- YAHOO!, INC. Ticker: YHOO Security ID: 984332106 Meeting Date: JUN 12, 2007 Meeting Type: Annual Record Date: APR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Terry S. Semel For Against Management 2 Elect Director Jerry Yang For Against Management 3 Elect Director Roy J. Bostock For Against Management 4 Elect Director Ronald W. Burkle For Against Management 5 Elect Director Eric Hippeau For Against Management 6 Elect Director Vyomesh Joshi For Against Management 7 Elect Director Arthur H. Kern For Against Management 8 Elect Director Robert A. Kotick For Against Management 9 Elect Director Edward R. Kozel For Against Management 10 Elect Director Gary L. Wilson For Against Management 11 Amend Omnibus Stock Plan For Against Management 12 Amend Qualified Employee Stock Purchase For Against Management Plan 13 Ratify Auditors For For Management 14 Pay For Superior Performance Against Against Shareholder 15 Adopt Policies to Protect Freedom of Against Abstain Shareholder Access to the Internet 16 Amend Bylaws to Establish a Board Against Abstain Shareholder Committee on Human Rights TRI-CONTINENTAL CORPORATION Pursuant to this requirement 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 on the 20th day of August, 2007. Signature Title -------------------------------- --------------------------------------- President, Director and Chief Executive /s/ Brian T. Zino Officer -------------------------------- (Principal Executive Officer) Brian T. Zino