================================================================================ 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: 811-04537 LIBERTY ALL-STAR GROWTH FUND, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) 1290 BROADWAY, SUITE 1100, DENVER, COLORADO 80203 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) TANE T. TYLER ALPS FUND SERVICES, INC. 1290 BROADWAY, SUITE 1100 DENVER, COLORADO 80203 (NAME AND ADDRESS OF AGENT FOR SERVICE) Registrant's Telephone Number, including Area Code: (303) 623-2577 Date of fiscal year end: December 31 Date of reporting period: July 1, 2011 - June 30, 2012 ================================================================================ ITEM 1 - PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-04537 Reporting Period: 07/01/2011 - 06/30/2012 Liberty All-Star Growth Fund, Inc. ====================== Liberty All-Star Growth Fund, Inc. ====================== ACCURAY INCORPORATED Ticker: ARAY Security ID: 004397105 Meeting Date: NOV 18, 2011 Meeting Type: Annual Record Date: SEP 22, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Louis J. Lavigne, Jr. For For Management 2 Elect Director Dennis L. Winger For For Management 3 Elect Director Jack Goldstein For For Management 4 Amend Omnibus Stock Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- ACE LIMITED Ticker: ACE Security ID: H0023R105 Meeting Date: JAN 09, 2012 Meeting Type: Special Record Date: NOV 30, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Dividend Distribution from For For Management Legal Reserves -------------------------------------------------------------------------------- ACE LIMITED Ticker: ACE Security ID: H0023R105 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Michael G. Atieh as Director For For Management 1.2 Elect Mary A. Cirillo as Director For For Management 1.3 Elect Thomas J. Neff as Director For For Management 2.1 Approve Annual Report For For Management 2.2 Accept Statutory Financial Statements For For Management 2.3 Accept Consolidated Financial For For Management Statements 3 Approve Allocation of Income and For For Management Dividends 4 Approve Discharge of Board and Senior For For Management Management 5 Approve Creation of CHF 4.2 Billion For For Management Pool of Capital without Preemptive Rights 6.1 Ratify PricewaterhouseCoopers AG as For For Management Auditors 6.2 Ratify PricewaterhouseCoopers LLP as For For Management Independent Registered Public Accounting Firm as Auditors 6.3 Ratify BDO AG as Special Auditors For For Management 7 Approve Dividend Distribution From For For Management Legal Reserves Through Reduction in Share Capital 8 Advisory Vote to ratify Named For For Management Executive Officers' Compensation 9 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- AEROVIRONMENT, INC. Ticker: AVAV Security ID: 008073108 Meeting Date: SEP 29, 2011 Meeting Type: Annual Record Date: AUG 05, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph F. Alibrandi For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- AFFILIATED MANAGERS GROUP, INC. Ticker: AMG Security ID: 008252108 Meeting Date: JUN 18, 2012 Meeting Type: Annual Record Date: APR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Samuel T. Byrne For For Management 2 Elect Director Dwight D. Churchill For For Management 3 Elect Director Sean M. Healey For For Management 4 Elect Director Harold J. Meyerman For For Management 5 Elect Director William J. Nutt For For Management 6 Elect Director Tracy P. Palandjian For For Management 7 Elect Director Rita M. Rodriguez For For Management 8 Elect Director Patrick T. Ryan For For Management 9 Elect Director Jide J. Zeitlin For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 11 Ratify Auditors For For Management -------------------------------------------------------------------------------- ALLEGHENY TECHNOLOGIES INCORPORATED Ticker: ATI Security ID: 01741R102 Meeting Date: MAY 11, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard J. Harshman For For Management 1.2 Elect Director Diane C. Creel For For Management 1.3 Elect Director John R. Pipski For For Management 1.4 Elect Director James E. Rohr For For Management 1.5 Elect Director Louis J. Thomas For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- ALLERGAN, INC. Ticker: AGN Security ID: 018490102 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David E.I. Pyott For For Management 2 Elect Director Herbert W. Boyer, Ph.D. For For Management 3 Elect Director Deborah Dunsire, M.D. For For Management 4 Elect Director Michael R. Gallagher For For Management 5 Elect Director Dawn Hudson For For Management 6 Elect Director Robert A. Ingram For For Management 7 Elect Director Trevor M. Jones, Ph.D. For For Management 8 Elect Director Louis J. Lavigne, Jr. For For Management 9 Elect Director Russell T. Ray For For Management 10 Elect Director Stephen J. Ryan, M.D. For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jeffrey P. Bezos For For Management 2 Elect Director Tom A. Alberg For For Management 3 Elect Director John Seely Brown For For Management 4 Elect Director William B. Gordon For For Management 5 Elect Director Jamie S. Gorelick For For Management 6 Elect Director Blake G. Krikorian For For Management 7 Elect Director Alain Monie For For Management 8 Elect Director Jonathan J. Rubinstein For For Management 9 Elect Director Thomas O. Ryder For For Management 10 Elect Director Patricia Q. Stonesifer For For Management 11 Ratify Auditors For For Management 12 Amend Omnibus Stock Plan For For Management 13 Report on Climate Change Against For Shareholder 14 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- AMERICAN REPROGRAPHICS COMPANY Ticker: ARC Security ID: 029263100 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kumarakulasingam For For Management Suriyakumar 1.2 Elect Director Thomas J. Formolo For For Management 1.3 Elect Director Dewitt Kerry McCluggage For For Management 1.4 Elect Director James F. McNulty For For Management 1.5 Elect Director Mark W. Mealy For For Management 1.6 Elect Director Manuel Perez de la Mesa For For Management 1.7 Elect Director Eriberto R. Scocimara For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 029912201 Meeting Date: NOV 29, 2011 Meeting Type: Special Record Date: OCT 03, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reorganization Plan For For Management 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 03027X100 Meeting Date: JUN 19, 2012 Meeting Type: Annual Record Date: APR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Raymond P. Dolan For For Management 2 Elect Director Ronald M. Dykes For For Management 3 Elect Director Carolyn F. Katz For For Management 4 Elect Director Gustavo Lara Cantu For For Management 5 Elect Director Joann A. Reed For For Management 6 Elect Director Pamela D.A. Reeve For For Management 7 Elect Director David E. Sharbutt For For Management 8 Elect Director James D. Taiclet, Jr. For For Management 9 Elect Director Samme L. Thompson For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Stock Retention/Holding Period Against For Shareholder -------------------------------------------------------------------------------- ANSYS, INC. Ticker: ANSS Security ID: 03662Q105 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 22, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter J. Smith For For Management 1.2 Elect Director Bradford C. Morley For For Management 1.3 Elect Director Patrick J. Zilvitis For For Management 2 Adopt Majority Voting for Uncontested For For Management Election of Directors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 23, 2012 Meeting Type: Annual Record Date: DEC 27, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William V. Campbell For For Management 1.2 Elect Director Timothy D. Cook For For Management 1.3 Elect Director Millard S. Drexler For For Management 1.4 Elect Director Al Gore For For Management 1.5 Elect Director Robert A. Iger For For Management 1.6 Elect Director Andrea Jung For For Management 1.7 Elect Director Arthur D. Levinson For For Management 1.8 Elect Director Ronald D. Sugar For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Prepare Conflict of Interest Report Against Against Shareholder 5 Advisory Vote to Ratify Directors' Against Against Shareholder Compensation 6 Report on Political Contributions Against Against Shareholder 7 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- ARCOS DORADOS HOLDINGS INC Ticker: ARCO Security ID: G0457F107 Meeting Date: APR 09, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports (Voting) 2 Ratify Ernst & Young as Auditors and For Against Management Authorize Board to Fix Their Remuneration 3a Elect Woods Staton as a Director For Against Management 3b Elect German Lemonnier as a Director For Against Management -------------------------------------------------------------------------------- ARM HOLDINGS PLC Ticker: ARM Security ID: 042068106 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4.0 Elect Sir John Buchanan as Director For For Management 4.1 Re-elect Warren East as Director For For Management 5 Re-elect Andy Green as Director For For Management 6 Re-elect Larry Hirst as Director For For Management 7 Re-elect Mike Inglis as Director For For Management 8 Re-elect Mike Muller as Director For For Management 9 Re-elect Kathleen O'Donovan as Director For For Management 10 Re-elect Janice Roberts as Director For For Management 11 Re-elect Philip Rowley as Director For For Management 12 Re-elect Tim Score as Director For For Management 13 Re-elect Simon Segars as Director For For Management 14 Re-elect Young Sohn as Director For For Management 15 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 16 Authorise Board to Fix Remuneration of For For Management Auditors 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase For For Management 20 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- ARUBA NETWORKS, INC. Ticker: ARUN Security ID: 043176106 Meeting Date: DEC 15, 2011 Meeting Type: Annual Record Date: OCT 20, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dominic P. Orr For For Management 1.2 Elect Director Keerti Melkote For For Management 1.3 Elect Director Bernard Guidon For Withhold Management 1.4 Elect Director Emmanuel Hernandez For For Management 1.5 Elect Director Michael R. Kourey For For Management 1.6 Elect Director Douglas Leone For For Management 1.7 Elect Director Willem P. Roelandts For For Management 1.8 Elect Director Juergen Rottler For For Management 1.9 Elect Director Daniel Warmenhoven For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ATHENAHEALTH, INC. Ticker: ATHN Security ID: 04685W103 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 10, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Mann For For Management 1.2 Elect Director David E. Robinson For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AVAGO TECHNOLOGIES LIMITED Ticker: AVGO Security ID: Y0486S104 Meeting Date: APR 04, 2012 Meeting Type: Annual Record Date: FEB 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1a Reelect Hock E. Tan as Director For For Management 1b Reelect Adam H. Clammer as Director For For Management 1c Reelect John T. Dickson as Director For For Management 1d Reelect James V. Diller as Director For For Management 1e Reelect Kenneth Y. Hao as Director For For Management 1f Reelect John Min-Chih Hsuan as Director For For Management 1g Reelect Justine F. Lien as Director For For Management 1h Reelect Donald Macleod as Director For For Management 2 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors and Authorize Board to Fix Their Remuneration 3 Approve Cash Compensation to Directors For For Management 4 Approve Issuance of Equity or For For Management Equity-Linked Securities with or without Preemptive Rights 5 Approve Repurchase of Up to 10 Percent For For Management of Issued Capital -------------------------------------------------------------------------------- BIOMARIN PHARMACEUTICAL INC. Ticker: BMRN Security ID: 09061G101 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jean-Jacques Bienaime For For Management 1.2 Elect Director Michael Grey For For Management 1.3 Elect Director Elaine J. Heron For For Management 1.4 Elect Director Pierre Lapalme For For Management 1.5 Elect Director V. Bryan Lawlis For For Management 1.6 Elect Director Richard A. Meier For For Management 1.7 Elect Director Alan J. Lewis For For Management 1.8 Elect Director William D. Young For For Management 1.9 Elect Director Kenneth M. Bate For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- BJ'S RESTAURANTS, INC. Ticker: BJRI Security ID: 09180C106 Meeting Date: JUN 05, 2012 Meeting Type: Annual Record Date: APR 18, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gerald (Jerry) W. For For Management Deitchle 1.2 Elect Director James (Jim) A. Dal Pozzo For For Management 1.3 Elect Director J. Roger King For For Management 1.4 Elect Director Larry D. Bouts For For Management 1.5 Elect Director John (Jack) F. For For Management Grundhofer 1.6 Elect Director Peter (Pete) A. Bassi For For Management 1.7 Elect Director William (Bill) L. Hyde, For For Management Jr. 1.8 Elect Director Lea Anne S. Ottinger For For Management 1.9 Elect Director Henry Gomez For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- BORGWARNER INC. Ticker: BWA Security ID: 099724106 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: MAR 01, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Phyllis O. Bonanno For For Management 2 Elect Director Alexis P. Michas For For Management 3 Elect Director Richard O. Schaum For For Management 4 Elect Director Thomas T. Stallkamp For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Adopt Majority Voting for Uncontested For For Management Election of Directors -------------------------------------------------------------------------------- C.H. ROBINSON WORLDWIDE, INC. Ticker: CHRW Security ID: 12541W209 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David W. MacLennan For For Management 2 Elect Director James B. Stake For For Management 3 Elect Director John P. Wiehoff For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Declassify the Board of Directors For For Management 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- CARMAX, INC. Ticker: KMX Security ID: 143130102 Meeting Date: JUN 25, 2012 Meeting Type: Annual Record Date: APR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey E. Garten For For Management 1.2 Elect Director Vivian M. Stephenson For For Management 1.3 Elect Director Beth A. Stewart For For Management 1.4 Elect Director William R. Tiefel For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Amend Executive Incentive Bonus Plan For For Management 6 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- CAVIUM, INC. Ticker: CAVM Security ID: 14964U108 Meeting Date: JUN 08, 2012 Meeting Type: Annual Record Date: APR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sanjay Mehrotra For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CERNER CORPORATION Ticker: CERN Security ID: 156782104 Meeting Date: MAY 18, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Clifford W. Illig For For Management 2 Elect Director William B. Neaves For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- CF INDUSTRIES HOLDINGS, INC. Ticker: CF Security ID: 125269100 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen A. Furbacher For Withhold Management 1.2 Elect Director John D. Johnson For Withhold Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Declassify the Board of Directors Against For Shareholder 5 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION Ticker: CTSH Security ID: 192446102 Meeting Date: JUN 05, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Francisco D'Souza For For Management 2 Elect Director John N. Fox, Jr. For For Management 3 Elect Director Thomas M. Wendel For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Provide Right to Call Special Meeting For For Management 6 Ratify Auditors For For Management 7 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- COMSCORE, INC. Ticker: SCOR Security ID: 20564W105 Meeting Date: JUL 26, 2011 Meeting Type: Annual Record Date: MAY 31, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Magid M. Abraham For For Management 1.2 Elect Director William Katz For For Management 1.3 Elect Director Jarl Mohn For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- CONCUR TECHNOLOGIES, INC. Ticker: CNQR Security ID: 206708109 Meeting Date: MAR 14, 2012 Meeting Type: Annual Record Date: JAN 18, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Steven Singh For For Management 1.2 Elect Director Jeffrey T. Seely For For Management 1.3 Elect Director Randall H. Talbot For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- CORE LABORATORIES N.V. Ticker: CLB Security ID: N22717107 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: APR 18, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Bergmark For For Management 1.2 Elect Director Margaret Ann van Kempen For For Management 2 Ratify PricewaterhouseCoopers as For For Management Auditors 3a Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3b Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Approve Financial Statements and For For Management Statutory Reports 5 Approve Cancellation of Repurchased For For Management Shares 6 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 7 Grant Board Authority to Issue For For Management Ordinary and Preference Shares Up To 20 Percent of Issued Capital 8 Authorize Board to Exclude Preemptive For For Management Rights from Issuance under Item 7 9 Approval of Amendments to the For For Management Company's Articles of Association -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 26, 2012 Meeting Type: Annual Record Date: NOV 21, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James D. Sinegal For For Management 1.2 Elect Director Jeffrey H. Brotman For For Management 1.3 Elect Director Richard A. Galanti For For Management 1.4 Elect Director Daniel J. Evans For For Management 1.5 Elect Director Jeffrey S. Raikes For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DENDREON CORPORATION Ticker: DNDN Security ID: 24823Q107 Meeting Date: JUN 13, 2012 Meeting Type: Annual Record Date: APR 18, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John H. Johnson For For Management 2 Elect Director Susan B. Bayh For For Management 3 Elect Director Dennis M. Fenton For For Management 4 Elect Director David L. Urdal For For Management 5 Amend Omnibus Stock Plan For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- DICK'S SPORTING GOODS, INC. Ticker: DKS Security ID: 253393102 Meeting Date: JUN 06, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. Colombo For For Management 1.2 Elect Director Larry D. Stone For For Management 2 Approve Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DRIL-QUIP, INC. Ticker: DRQ Security ID: 262037104 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director L. H. Dick Robertson For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Approve Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- EXPEDIA, INC. Ticker: EXPE Security ID: 30212P105 Meeting Date: DEC 06, 2011 Meeting Type: Annual Record Date: OCT 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Spin-Off Agreement For For Management 2 Approve Reverse Stock Split For Against Management 3 Approve Merger Agreement For For Management 4 Amend Certificate of Incorporation For For Management Renouncing Interest in Transactions that may be a Corporate Opportunity for both Expedia and TripAdvisor 5.1 Elect Director A. George 'Skip' Battle For For Management 5.2 Elect Director Barry Diller For Withhold Management 5.3 Elect Director Jonathan L. Dolgen For For Management 5.4 Elect Director William R. Fitzgerald For Withhold Management 5.5 Elect Director Craig A. Jacobson For For Management 5.6 Elect Director Victor A. Kaufman For Withhold Management 5.7 Elect Director Peter M. Kern For For Management 5.8 Elect Director Dara Khosrowshahi For Withhold Management 5.9 Elect Director John C. Malone For Withhold Management 5.10 Elect Director Jose A. Tazon For For Management 6 Ratify Auditors For For Management 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 8 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. Ticker: EXPD Security ID: 302130109 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mark A. Emmert For For Management 2 Elect Director R. Jordan Gates For For Management 3 Elect Director Dan P. Kourkoumelis For For Management 4 Elect Director Michael J. Malone For For Management 5 Elect Director John W. Meisenbach For For Management 6 Elect Director Peter J. Rose For For Management 7 Elect Director James L. K. Wang For For Management 8 Elect Director Robert R. Wright For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 10 Approve Stock Option Plan For For Management 11 Ratify Auditors For For Management 12 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- F5 NETWORKS, INC. Ticker: FFIV Security ID: 315616102 Meeting Date: MAR 15, 2012 Meeting Type: Annual Record Date: JAN 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jonathan Chadwick For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- FARO TECHNOLOGIES, INC. Ticker: FARO Security ID: 311642102 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: APR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lynn Brubaker For For Management 1.2 Elect Director Simon Raab For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- FASTENAL COMPANY Ticker: FAST Security ID: 311900104 Meeting Date: APR 17, 2012 Meeting Type: Annual Record Date: FEB 22, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert A. Kierlin For For Management 1.2 Elect Director Stephen M. Slaggie For For Management 1.3 Elect Director Michael M. Gostomski For For Management 1.4 Elect Director Willard D. Oberton For For Management 1.5 Elect Director Michael J. Dolan For For Management 1.6 Elect Director Reyne K. Wisecup For For Management 1.7 Elect Director Hugh L. Miller For For Management 1.8 Elect Director Michael J. Ancius For For Management 1.9 Elect Director Scott A. Satterlee For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Executive Incentive Bonus Plan For For Management 5 Adopt Majority Voting for Uncontested For For Management Election of Directors -------------------------------------------------------------------------------- FINANCIAL ENGINES, INC. Ticker: FNGN Security ID: 317485100 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. Olena Berg-Lacy For For Management 1.2 Elect Director John B. Shoven For For Management 1.3 Elect Director David B. Yoffie For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- FIRSTSERVICE CORPORATION Ticker: FSV Security ID: 33761N109 Meeting Date: APR 11, 2012 Meeting Type: Annual/Special Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 2.1 Elect Director David R. Beatty For For Management 2.2 Elect Director Brendan Calder For For Management 2.3 Elect Director Peter F. Cohen For For Management 2.4 Elect Director Bernard I. Ghert For For Management 2.5 Elect Director Michael D. Harris For For Management 2.6 Elect Director Jay S. Hennick For For Management 2.7 Elect Director Steven S. Rogers For For Management 3 Re-approve Stock Option Plan For Against Management -------------------------------------------------------------------------------- FLEETCOR TECHNOLOGIES, INC. Ticker: FLT Security ID: 339041105 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew B. Balson For For Management 1.2 Elect Director Bruce R. Evans For For Management 1.3 Elect Director Glenn W. Marschel For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- FLIR SYSTEMS, INC. Ticker: FLIR Security ID: 302445101 Meeting Date: APR 27, 2012 Meeting Type: Annual Record Date: FEB 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Earl R. Lewis For For Management 1.2 Elect Director Steven E. Wynne For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Declassify the Board of Directors Against For Shareholder 5 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- FMC TECHNOLOGIES, INC. Ticker: FTI Security ID: 30249U101 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mike R. Bowlin For For Management 2 Elect Director Philip J. Burguieres For For Management 3 Elect Director Edward J. Mooney For For Management 4 Elect Director James M. Ringler For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Declassify the Board of Directors For For Management -------------------------------------------------------------------------------- FOSSIL, INC. Ticker: FOSL Security ID: 349882100 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elaine Agather For For Management 1.2 Elect Director Jeffrey N. Boyer For For Management 1.3 Elect Director Kosta N. Kartsotis For For Management 1.4 Elect Director Diane Neal For For Management 1.5 Elect Director Thomas M. Nealon For For Management 1.6 Elect Director Elysia Holt Ragusa For For Management 1.7 Elect Director Jal S. Shroff For For Management 1.8 Elect Director James E. Skinner For For Management 1.9 Elect Director Michael Steinberg For For Management 1.10 Elect Director Donald J. Stone For For Management 1.11 Elect Director James M. Zimmerman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Report on Supply Chain Environmental Against For Shareholder Management -------------------------------------------------------------------------------- FUSION-IO INC Ticker: FIO Security ID: 36112J107 Meeting Date: NOV 18, 2011 Meeting Type: Annual Record Date: SEP 27, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Christopher J. Schaepe For For Management 1.2 Elect Director Rick C. White For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- FXCM INC. Ticker: FXCM Security ID: 302693106 Meeting Date: JUN 13, 2012 Meeting Type: Annual Record Date: APR 18, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Ahdout For For Management 1.2 Elect Director James Brown For For Management 1.3 Elect Director Robin Davis For For Management 1.4 Elect Director Perry Fish For For Management 1.5 Elect Director Kenneth Grossman For For Management 1.6 Elect Director Arthur Gruen For For Management 1.7 Elect Director Eric LeGoff For For Management 1.8 Elect Director Dror (Drew) Niv For For Management 1.9 Elect Director David Sakhai For For Management 1.10 Elect Director Ryan Silverman For For Management 1.11 Elect Director Eduard Yusupov For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- GILDAN ACTIVEWEAR INC. Ticker: GIL Security ID: 375916103 Meeting Date: FEB 09, 2012 Meeting Type: Annual Record Date: DEC 12, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William D. Anderson For For Management 1.2 Elect Director Glenn J. Chamandy For For Management 1.3 Elect Director Russell Goodman For For Management 1.4 Elect Director George Heller For For Management 1.5 Elect Director Sheila O'Brien For For Management 1.6 Elect Director Pierre Robitaille For For Management 1.7 Elect Director James R. Scarborough For For Management 1.8 Elect Director Richard P. Strubel For For Management 1.9 Elect Director Gonzalo F. Valdes-Fauli For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Approve Employee Share Purchase Plan For For Management 4 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- GLOBAL EDUCATION & TECHNOLOGY GROUP LTD. Ticker: GEDU Security ID: 37951A108 Meeting Date: DEC 12, 2011 Meeting Type: Annual Record Date: OCT 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Reelect Gary Xinzhong Xu as Director For For Management 2 Ratify PricewaterhouseCoopers Zhong For For Management Tian CPAs Limited Company as Auditors -------------------------------------------------------------------------------- GLOBAL EDUCATION & TECHNOLOGY GROUP LTD. Ticker: GEDU Security ID: 37951A108 Meeting Date: DEC 19, 2011 Meeting Type: Special Record Date: DEC 09, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- GOOGLE INC. Ticker: GOOG Security ID: 38259P508 Meeting Date: JUN 21, 2012 Meeting Type: Annual Record Date: APR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry Page For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Eric E. Schmidt For For Management 1.4 Elect Director L. John Doerr For For Management 1.5 Elect Director Diane B. Greene For For Management 1.6 Elect Director John L. Hennessy For For Management 1.7 Elect Director Ann Mather For For Management 1.8 Elect Director Paul S. Otellini For For Management 1.9 Elect Director K. Ram Shriram For For Management 1.10 Elect Director Shirley M. Tilghman For For Management 2 Ratify Auditors For For Management 3 Authorize a New Class of Common Stock For Against Management 4 Increase Authorized Common Stock For Against Management 5 Amend Charter to Provide For Class A For For Management Common Holders to Receive Equal Consideration as Class B Common Holders in event of any Merger, Consolidation or Business Combination 6 Approve Omnibus Stock Plan For Against Management 7 Approve Omnibus Stock Plan For Against Management 8 Adopt Proxy Statement Reporting on Against Against Shareholder Political Contributions and Advisory Vote 9 Amend Articles Regarding Arbitration Against Against Shareholder of Shareholder Lawsuits 10 Approve Recapitalization Plan for all Against For Shareholder Stock to have One-vote per Share -------------------------------------------------------------------------------- GRACO INC. Ticker: GGG Security ID: 384109104 Meeting Date: APR 20, 2012 Meeting Type: Annual Record Date: FEB 21, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. Carroll For Withhold Management 1.2 Elect Director Jack W. Eugster For Withhold Management 1.3 Elect Director R. William Van Sant For Withhold Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Approve Executive Incentive Bonus Plan For For Management 6 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- GREEN DOT CORPORATION Ticker: GDOT Security ID: 39304D102 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: APR 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth C. Aldrich For For Management 1.2 Elect Director Virginia L. Hanna For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- GREEN MOUNTAIN COFFEE ROASTERS, INC. Ticker: GMCR Security ID: 393122106 Meeting Date: MAR 22, 2012 Meeting Type: Annual Record Date: JAN 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William D. Davis For For Management 1.2 Elect Director Jules A. del Vecchio For For Management 1.3 Elect Director Robert P. Stiller For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Increase Authorized Common Stock For Against Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- GREENLIGHT CAPITAL RE, LTD. Ticker: GLRE Security ID: G4095J109 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Alan Brooks as GLRE Director For For Management 1b Elect David Einhorn as GLRE Director For Against Management 1c Elect Leonard Goldberg as GLRE Director For Against Management 1d Elect Barton Hedges as GLRE Director For Against Management 1e Elect Ian Isaacs as GLRE Director For Against Management 1f Elect Frank Lackner as GLRE Director For For Management 1g Elect Bryan Murphy as GLRE Director For For Management 1h Elect Joseph Platt as GLRE Director For For Management 2a Elect Alan Brooks as Greenlight Re For For Management Subsidiary Director 2b Elect David Einhorn as Greenlight Re For For Management Subsidiary Director 2c Elect Leonard Goldberg as Greenlight For For Management Re Subsidiary Director 2d Elect Barton Hedges as Greenlight Re For For Management Subsidiary Director 2e Elect Ian Isaacs as Greenlight Re For For Management Subsidiary Director 2f Elect Frank Lackner as Greenlight Re For For Management Subsidiary Director 2g Elect Bryan Murphy as Greenlight Re For For Management Subsidiary Director 2h Elect Joseph Platt as Greenlight Re For For Management Subsidiary Director 3a Elect Leonard Goldberg as GRIL For For Management Subsidiary Director 3b Elect Philip Harkin as GRIL Subsidiary For For Management Director 3c Elect Barton Hedges as GRIL Subsidiary For For Management Director 3d Elect Frank Lackner as GRIL Subsidiary For For Management Director 3e Elect David Maguire as GRIL Subsidiary For For Management Director 3f Elect Brendan Tuohy as GRIL Subsidiary For For Management Director 4 Ratify BDO USA, LLP as Auditors For For Management 5 Ratify BDO Cayman Ltd. as auditors of For For Management Greenlight Re 6 Ratify BDO Ireland as ausitors of GRIL For For Management 7 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED Ticker: HAR Security ID: 413086109 Meeting Date: DEC 07, 2011 Meeting Type: Annual Record Date: OCT 10, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian F. Carroll For For Management 1.2 Elect Director Hellene S. Runtagh For For Management 2 Approve Omnibus Stock Plan For For Management 3 Declassify the Board of Directors For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- HEICO CORPORATION Ticker: HEI Security ID: 422806109 Meeting Date: MAR 26, 2012 Meeting Type: Annual Record Date: JAN 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Adolfo Henriques For For Management 1.2 Elect Director Samuel L. Higginbottom For For Management 1.3 Elect Director Mark H. Hildebrandt For For Management 1.4 Elect Director Wolfgang Mayrhuber For For Management 1.5 Elect Director Eric A. Mendelson For For Management 1.6 Elect Director Laurans A. Mendelson For For Management 1.7 Elect Director Victor H. Mendelson For For Management 1.8 Elect Director Alan Schriesheim For For Management 1.9 Elect Director Frank J. Schwitter For For Management 2 Approve Omnibus Stock Plan For For Management 3 Increase Authorized Common Stock For Against Management 4 Increase Authorized Class A Common For Against Management Stock 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- HITTITE MICROWAVE CORPORATION Ticker: HITT Security ID: 43365Y104 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen G. Daly For For Management 1.2 Elect Director Ernest L. Godshalk For For Management 1.3 Elect Director Rick D. Hess For For Management 1.4 Elect Director Adrienne M. Markham For For Management 1.5 Elect Director Brian P. McAloon For For Management 1.6 Elect Director Cosmo S. Trapani For For Management 1.7 Elect Director Franklin Weigold For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- HUMAN GENOME SCIENCES, INC. Ticker: HGSI Security ID: 444903108 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Allan Baxter For For Management 1.2 Elect Director Richard J. Danzig For For Management 1.3 Elect Director Colin Goddard For For Management 1.4 Elect Director Maxine Gowen For For Management 1.5 Elect Director Tuan Ha-Ngoc For For Management 1.6 Elect Director A. N. 'Jerry' Karabelas For For Management 1.7 Elect Director John L. LaMattina For For Management 1.8 Elect Director Augustine Lawlor For For Management 1.9 Elect Director George J. Morrow For For Management 1.10 Elect Director Gregory Norden For For Management 1.11 Elect Director H. Thomas Watkins For For Management 1.12 Elect Director Robert C. Young For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- HURON CONSULTING GROUP INC. Ticker: HURN Security ID: 447462102 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 06, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director DuBose Ausley For For Management 1.2 Elect Director John S. Moody For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- IHS INC. Ticker: IHS Security ID: 451734107 Meeting Date: APR 12, 2012 Meeting Type: Annual Record Date: FEB 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ruann F. Ernst For For Management 1.2 Elect Director Christoph v. Grolman For For Management 1.3 Elect Director Richard W. Roedel For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- II-VI INCORPORATED Ticker: IIVI Security ID: 902104108 Meeting Date: NOV 04, 2011 Meeting Type: Annual Record Date: SEP 02, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carl J. Johnson For Withhold Management 1.2 Elect Director Thomas E. Mistler For For Management 1.3 Elect Director Joseph J. Corasanti For For Management 1.4 Elect Director Howard H. Xia For For Management 2 Increase Authorized Common Stock For Against Management 3 Amend Articles of Incorporation to For For Management Adopt Majority Voting for Uncontested Election of Directors and Eliminate Cumulative Voting 4 Amend Articles of Incorporation to For For Management Amend Business Purpose Clause 5 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- INNERWORKINGS, INC. Ticker: INWK Security ID: 45773Y105 Meeting Date: JUN 21, 2012 Meeting Type: Annual Record Date: APR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric D. Belcher For For Management 1.2 Elect Director Jack M. Greenberg For Withhold Management 1.3 Elect Director Linda S. Wolf For Withhold Management 1.4 Elect Director Eric P. Lefkofsky For For Management 1.5 Elect Director Charles K. Bobrinskoy For Withhold Management 1.6 Elect Director J. Patrick Gallagher, For Withhold Management Jr. 1.7 Elect Director David Fisher For Withhold Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- INTERDIGITAL, INC. Ticker: IDCC Security ID: 45867G101 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 10, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gilbert F. Amelio For For Management 2 Elect Director Steven T. Clontz For For Management 3 Elect Director Edward B. Kamins For For Management 4 Elect Director John A. Kritzmacher For For Management 5 Elect Director William J. Merritt For For Management 6 Elect Director Jean F. Rankin For For Management 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 8 Ratify Auditors For For Management -------------------------------------------------------------------------------- INTUITIVE SURGICAL, INC. Ticker: ISRG Security ID: 46120E602 Meeting Date: APR 19, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gary S. Guthart For For Management 2 Elect Director Mark J. Rubash For For Management 3 Elect Director Lonnie M. Smith For For Management 4 Amend Stock Option Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Declassify the Board of Directors For For Management 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- IPG PHOTONICS CORPORATION Ticker: IPGP Security ID: 44980X109 Meeting Date: JUN 05, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Valentin P. Gapontsev For For Management 1.2 Elect Director Eugene Scherbakov For For Management 1.3 Elect Director Igor Samartsev For For Management 1.4 Elect Director Robert A. Blair For For Management 1.5 Elect Director Michael C. Child For For Management 1.6 Elect Director Michael R. Kampfe For For Management 1.7 Elect Director Henry E. Gauthier For For Management 1.8 Elect Director William S. Hurley For For Management 1.9 Elect Director William F. Krupke For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- IRONWOOD PHARMACEUTICALS, INC. Ticker: IRWD Security ID: 46333X108 Meeting Date: MAY 31, 2012 Meeting Type: Annual Record Date: APR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George H. Conrades For For Management 1.2 Elect Director Joseph C. Cook, Jr. For For Management 1.3 Elect Director David A. Ebersman For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- ITC HOLDINGS CORP. Ticker: ITC Security ID: 465685105 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Christopher H. Franklin For For Management 1.2 Elect Director Edward G. Jepsen For For Management 1.3 Elect Director Richard D. McLellan For For Management 1.4 Elect Director William J. Museler For For Management 1.5 Elect Director Hazel R. O'Leary For For Management 1.6 Elect Director M. Michael Rounds For For Management 1.7 Elect Director G. Bennett Stewart, III For For Management 1.8 Elect Director Lee C. Stewart For For Management 1.9 Elect Director J.C. Watts, Jr. For For Management 1.10 Elect Director Joseph L. Welch For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- LANDSTAR SYSTEM, INC. Ticker: LSTR Security ID: 515098101 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: MAR 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey C. Crowe For For Management 1.2 Elect Director Henry H. Gerkens For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- LIFE TECHNOLOGIES CORPORATION Ticker: LIFE Security ID: 53217V109 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Donald W. Grimm For For Management 2 Elect Director Ora H. Pescovitz For For Management 3 Elect Director Per A. Peterson For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- LINKEDIN CORPORATION Ticker: LNKD Security ID: 53578A108 Meeting Date: JUN 14, 2012 Meeting Type: Annual Record Date: APR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leslie Kilgore For For Management 1.2 Elect Director Jeffrey Weiner For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- LIQUIDITY SERVICES, INC. Ticker: LQDT Security ID: 53635B107 Meeting Date: FEB 29, 2012 Meeting Type: Annual Record Date: JAN 03, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Patrick W. Gross For For Management 1.2 Elect Director Franklin D. Kramer For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LKQ CORPORATION Ticker: LKQX Security ID: 501889208 Meeting Date: MAY 07, 2012 Meeting Type: Annual Record Date: MAR 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. Clinton Allen For For Management 1.2 Elect Director Kevin F. Flynn For For Management 1.3 Elect Director Ronald G. Foster For For Management 1.4 Elect Director Joseph M. Holsten For For Management 1.5 Elect Director Blythe J. McGarvie For For Management 1.6 Elect Director Paul M. Meister For For Management 1.7 Elect Director John F. O'Brien For For Management 1.8 Elect Director Robert L. Wagman For For Management 1.9 Elect Director William M. Webster, IV For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LUFKIN INDUSTRIES, INC. Ticker: LUFK Security ID: 549764108 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Douglas V. Smith For For Management 1.2 Elect Director John F. Anderson For For Management 1.3 Elect Director Richard R. Stewart For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Increase Authorized Common Stock For For Management 5 Amend Articles of Incorporation to For For Management Update Certain Provisions Related to the Texas Business Organizations Code -------------------------------------------------------------------------------- MASIMO CORPORATION Ticker: MASI Security ID: 574795100 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Edward L. Cahill For For Management 2 Elect Director Robert Coleman For Against Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- MEAD JOHNSON NUTRITION COMPANY Ticker: MJN Security ID: 582839106 Meeting Date: MAY 04, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Stephen W. Golsby For For Management 2 Elect Director Steven M. Altschuler For For Management 3 Elect Director Howard B. Bernick For For Management 4 Elect Director Kimberly A. Casiano For For Management 5 Elect Director Anna C. Catalano For For Management 6 Elect Director Celeste A. Clark For For Management 7 Elect Director James M. Cornelius For For Management 8 Elect Director Peter G. Ratcliffe For For Management 9 Elect Director Elliott Sigal For For Management 10 Elect Director Robert S. Singer For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- MONRO MUFFLER BRAKE, INC. Ticker: MNRO Security ID: 610236101 Meeting Date: AUG 09, 2011 Meeting Type: Annual Record Date: JUN 21, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frederick M. Danziger For For Management 1.2 Elect Director Robert G. Gross For For Management 1.3 Elect Director Robert E. Mellor For For Management 1.4 Elect Director Peter J. Solomon For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- MSCI INC. Ticker: MSCI Security ID: 55354G100 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 07, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Benjamin F. Dupont For For Management 2 Elect Director Henry A. Fernandez For For Management 3 Elect Director Alice W. Handy For For Management 4 Elect Director Catherine R. Kinney For For Management 5 Elect Director Linda H. Riefler For For Management 6 Elect Director George W. Siguler For For Management 7 Elect Director Patrick Tierney For For Management 8 Elect Director Rodolphe M. Vallee For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 10 Ratify Auditors For For Management 11 Approve Elimination of Class B Common For For Management Stock; Increase Authorized Class A Common Stock; Reclassify Class A Common Stock and Make Certain Other Conforming Changes -------------------------------------------------------------------------------- MYLAN INC. Ticker: MYL Security ID: 628530107 Meeting Date: MAY 04, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Coury For For Management 1.2 Elect Director Rodney L. Piatt For For Management 1.3 Elect Director Heather Bresch For For Management 1.4 Elect Director Wendy Cameron For For Management 1.5 Elect Director Robert J. Cindrich For For Management 1.6 Elect Director Neil Dimick For For Management 1.7 Elect Director Douglas J. Leech For For Management 1.8 Elect Director Joseph C. Maroon For For Management 1.9 Elect Director Mark W. Parrish For For Management 1.10 Elect Director C.B. Todd For For Management 1.11 Elect Director Randall L. Vanderveen For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Report on Political Contributions Against For Shareholder 6 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- NATIONAL INSTRUMENTS CORPORATION Ticker: NATI Security ID: 636518102 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Duy-Loan T. Le For For Management 1.2 Elect Director Charles J. Roesslein For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- NIC INC. Ticker: EGOV Security ID: 62914B100 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harry H. Herington For For Management 1.2 Elect Director Art N. Burtscher For For Management 1.3 Elect Director Daniel J. Evans For For Management 1.4 Elect Director Karen S. Evans For For Management 1.5 Elect Director Ross C. Hartley For Withhold Management 1.6 Elect Director C. Brad Henry For For Management 1.7 Elect Director Alexander C. Kemper For For Management 1.8 Elect Director William M. Lyons For For Management 1.9 Elect Director Pete Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY Security ID: 674599105 Meeting Date: MAY 04, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Spencer Abraham For For Management 2 Elect Director Howard I. Atkins For For Management 3 Elect Director Stephen I. Chazen For For Management 4 Elect Director Edward P. Djerejian For For Management 5 Elect Director John E. Feick For For Management 6 Elect Director Margaret M. Foran For For Management 7 Elect Director Carlos M. Gutierrez For For Management 8 Elect Director Ray R. Irani For For Management 9 Elect Director Avedick B. Poladian For For Management 10 Elect Director Aziz D. Syriani For For Management 11 Elect Director Rosemary Tomich For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Ratify Auditors For For Management 14 Request Director Nominee with Against Against Shareholder Environmental Qualifications -------------------------------------------------------------------------------- OCEANEERING INTERNATIONAL, INC. Ticker: OII Security ID: 675232102 Meeting Date: MAY 04, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jerold J. DesRoche For For Management 1.2 Elect Director John R. Huff For For Management 1.3 Elect Director M. Kevin McEvoy For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- POLYCOM, INC. Ticker: PLCM Security ID: 73172K104 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Directror Andrew M. Miller For For Management 2 Elect Director Betsy S. Atkins For For Management 3 Elect Director David G. DeWalt For For Management 4 Elect Director John A. Kelley, Jr. For For Management 5 Elect Director D. Scott Mercer For For Management 6 Elect Director William A. Owens For For Management 7 Elect Director Kevin T. Parker For For Management 8 Amend Executive Incentive Bonus Plan For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 10 Ratify Auditors For For Management -------------------------------------------------------------------------------- PORTFOLIO RECOVERY ASSOCIATES, INC. Ticker: PRAA Security ID: 73640Q105 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven D. Fredrickson For For Management 1.2 Elect Director Penelope W. Kyle For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- PRAXAIR, INC. Ticker: PX Security ID: 74005P104 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: MAR 01, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen F. Angel For For Management 1.2 Elect Director Oscar Bernardes For For Management 1.3 Elect Director Bret K. Clayton For For Management 1.4 Elect Director Nance K. Dicciani For For Management 1.5 Elect Director Edward G. Galante For For Management 1.6 Elect Director Claire W. Gargalli For For Management 1.7 Elect Director Ira D. Hall For For Management 1.8 Elect Director Raymond W. LeBoeuf For For Management 1.9 Elect Director Larry D. McVay For For Management 1.10 Elect Director Wayne T. Smith For For Management 1.11 Elect Director Robert L. Wood For For Management 2 Provide Right to Call Special Meeting For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adopt Proxy Statement Reporting on Against Against Shareholder Political Contributions and Advisory Vote 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- PRECISION CASTPARTS CORP. Ticker: PCP Security ID: 740189105 Meeting Date: AUG 16, 2011 Meeting Type: Annual Record Date: JUN 14, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Don R. Graber For For Management 1.2 Elect Director Lester L. Lyles For For Management 1.3 Elect Director Timothy A. Wicks For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- PRICELINE.COM INCORPORATED Ticker: PCLN Security ID: 741503403 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffery H. Boyd For For Management 1.2 Elect Director Ralph M. Bahna For For Management 1.3 Elect Director Howard W. Barker, Jr. For For Management 1.4 Elect Director Jan L. Docter For For Management 1.5 Elect Director Jeffrey E. Epstein For For Management 1.6 Elect Director James M. Guyette For For Management 1.7 Elect Director Nancy B. Peretsman For For Management 1.8 Elect Director Craig W. Rydin For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- PSS WORLD MEDICAL, INC. Ticker: PSSI Security ID: 69366A100 Meeting Date: AUG 25, 2011 Meeting Type: Annual Record Date: JUN 17, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles E. Adair For For Management 1.2 Elect Director Alvin R. Carpenter For For Management 1.3 Elect Director Stephen H. Rogers For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- QLIK TECHNOLOGIES INC. Ticker: QLIK Security ID: 74733T105 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 22, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Deborah C. Hopkins For For Management 1.2 Elect Director Paul Wahl For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- QUALCOMM INCORPORATED Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 06, 2012 Meeting Type: Annual Record Date: JAN 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara T. Alexander For For Management 1.2 Elect Director Stephen M. Bennett For For Management 1.3 Elect Director Donald G. Cruickshank For For Management 1.4 Elect Director Raymond V. Dittamore For For Management 1.5 Elect Director Thomas W. Horton For For Management 1.6 Elect Director Paul E. Jacobs For For Management 1.7 Elect Director Robert E. Kahn For For Management 1.8 Elect Director Sherry Lansing For For Management 1.9 Elect Director Duane A. Nelles For For Management 1.10 Elect Director Francisco Ros For For Management 1.11 Elect Director Brent Scowcroft For For Management 1.12 Elect Director Marc I. Stern For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Eliminate Provision Relating to For For Management Plurality Voting for the Election of Directors -------------------------------------------------------------------------------- REALPAGE, INC. Ticker: RP Security ID: 75606N109 Meeting Date: JUN 06, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey T. Leeds For For Management 1.2 Elect Director Scott S. Ingraham For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- RESOURCES CONNECTION, INC. Ticker: RECN Security ID: 76122Q105 Meeting Date: OCT 26, 2011 Meeting Type: Annual Record Date: AUG 29, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert F. Kistinger For For Management 1.2 Elect Director Jolene Sarkis For For Management 1.3 Elect Director Anne Shih For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- ROBERT HALF INTERNATIONAL INC. Ticker: RHI Security ID: 770323103 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: APR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew S. Berwick, Jr. For For Management 1.2 Elect Director Harold M. Messmer, Jr. For For Management 1.3 Elect Director Barbara J. Novogradac For For Management 1.4 Elect Director Robert J. Pace For For Management 1.5 Elect Director Frederick A. Richman For For Management 1.6 Elect Director M. Keith Waddell For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ROCKWELL AUTOMATION, INC. Ticker: ROK Security ID: 773903109 Meeting Date: FEB 07, 2012 Meeting Type: Annual Record Date: DEC 12, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Betty C. Alewine For For Management 1.2 Elect Director Verne G. Istock For For Management 1.3 Elect Director David B. Speer For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- RUE21, INC. Ticker: RUE Security ID: 781295100 Meeting Date: JUN 08, 2012 Meeting Type: Annual Record Date: APR 10, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Megrue For For Management 1.2 Elect Director Macon Brock For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- SALESFORCE.COM, INC. Ticker: CRM Security ID: 79466L302 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Craig Ramsey For Against Management 2 Elect Director Sanford R. Robertson For Against Management 3 Elect Director Maynard Webb For Against Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- SCHLUMBERGER LIMITED Ticker: SLB Security ID: 806857108 Meeting Date: APR 11, 2012 Meeting Type: Annual Record Date: FEB 22, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter L.S. Currie For For Management 1.2 Elect Director Tony Isaac For For Management 1.3 Elect Director K. Vaman Kamath For For Management 1.4 Elect Director Paal Kibsgaard For For Management 1.5 Elect Director Nikolay Kudryavtsev For For Management 1.6 Elect Director Adrian Lajous For For Management 1.7 Elect Director Michael E. Marks For For Management 1.8 Elect Director Elizabeth Moler For For Management 1.9 Elect Director Lubna S. Olayan For For Management 1.10 Elect Director Leo Rafael Reif For For Management 1.11 Elect Director Tore I. Sandvold For For Management 1.12 Elect Director Henri Seydoux For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Adopt and Approve Financials and For For Management Dividends 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Amend Non-Employee Director Omnibus For For Management Stock Plan -------------------------------------------------------------------------------- SERVICESOURCE INTERNATIONAL, INC. Ticker: SREV Security ID: 81763U100 Meeting Date: MAY 30, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce W. Dunlevie For For Management 1.2 Elect Director Barry D. Reynolds For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- SHUTTERFLY, INC. Ticker: SFLY Security ID: 82568P304 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jeffrey T. Housenbold For For Management 2 Elect Director James N. White For For Management 3 Elect Director Stephen J. Killeen For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- SIGNATURE BANK Ticker: SBNY Security ID: 82669G104 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kathryn A. Byrne For For Management 1.2 Elect Director Alfonse M. D'Amato For For Management 1.3 Elect Director Jeffrey W. Meshel For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SILVER WHEATON CORP. Ticker: SLW Security ID: 828336107 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lawrence I. Bell For For Management 1.2 Elect Director George L. Brack For For Management 1.3 Elect Director John A. Brough For For Management 1.4 Elect Director R. Peter Gillin For For Management 1.5 Elect Director Douglas M. Holtby For For Management 1.6 Elect Director Eduardo Luna For For Management 1.7 Elect Director Wade D. Nesmith For For Management 1.8 Elect Director Randy V.J. Smallwood For For Management 2 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- SINA CORPORATION Ticker: SINA Security ID: G81477104 Meeting Date: NOV 04, 2011 Meeting Type: Annual Record Date: SEP 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Pehong Chen as Director For For Management 2 Elect Lip-Bu Tan as Director For For Management 3 Appoint PricewaterhouseCoopers Zhong For For Management Tian CPAs Limited Company as Auditors and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- SOLERA HOLDINGS, INC. Ticker: SLH Security ID: 83421A104 Meeting Date: NOV 10, 2011 Meeting Type: Annual Record Date: SEP 30, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Tony Aquila For For Management 1.2 Elect Director Arthur F. Kingsbury For For Management 1.3 Elect Director Kenneth A. Viellieu For For Management 1.4 Elect Director Thomas C. Wajnert For For Management 1.5 Elect Director Stuart J. Yarbrough For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- STANTEC INC. Ticker: STN Security ID: 85472N109 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Douglas K. Ammerman For For Management 1.2 Elect Director Robert J. Bradshaw For For Management 1.3 Elect Director David L. Emerson For For Management 1.4 Elect Director Delores M. Etter For For Management 1.5 Elect Director Anthony P. Franceschini For For Management 1.6 Elect Director Robert J. Gomes For For Management 1.7 Elect Director Susan E. Hartman For For Management 1.8 Elect Director Aram H. Keith For For Management 1.9 Elect Director Ivor M. Ruste For For Management 2 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- T. ROWE PRICE GROUP, INC. Ticker: TROW Security ID: 74144T108 Meeting Date: APR 17, 2012 Meeting Type: Annual Record Date: FEB 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Edward C. Bernard For For Management 2 Elect Director James T. Brady For For Management 3 Elect Director J. Alfred Broaddus, Jr. For For Management 4 Elect Director Donald B. Hebb, Jr. For For Management 5 Elect Director James A.C. Kennedy For For Management 6 Elect Director Robert F. MacLellan For For Management 7 Elect Director Brian C. Rogers For For Management 8 Elect Director Alfred Sommer For For Management 9 Elect Director Dwight S. Taylor For For Management 10 Elect Director Anne Marie Whittemore For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Approve Omnibus Stock Plan For Against Management 13 Ratify Auditors For For Management -------------------------------------------------------------------------------- TEAVANA HOLDINGS, INC. Ticker: TEA Security ID: 87819P102 Meeting Date: JUN 01, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Dennis For For Management 1.2 Elect Director John E. Kyees For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES LTD. Ticker: TEVA Security ID: 881624209 Meeting Date: SEP 19, 2011 Meeting Type: Annual Record Date: AUG 10, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Final Dividend For For Management 2.1 Elect Chaim Hurvitz as Director For For Management 2.2 Elect Ory Slonim as Director For For Management 2.3 Elect Dan Suesskind as Director For For Management 3.1 Elect Joseph Nitzani as External For For Management Director and Approve His Remuneration 3.2 Elect Dafna Schwartz as External For For Management Director and Approve Her Remuneration 4 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 5 Approve Director/Officer Liability and For For Management Indemnification Insurance 6.1 Amend Remuneration of Vice Chairman For For Management 6.2 Approve Reimbursement of Expenses of For For Management Board Chairman -------------------------------------------------------------------------------- THE CHARLES SCHWAB CORPORATION Ticker: SCHW Security ID: 808513105 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Nancy H. Bechtle For For Management 2 Elect Director Walter W. Bettinger, II For For Management 3 Elect Director C. Preston Butcher For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Declassify the Board of Directors For For Management 7 Report on Political Contributions Against For Shareholder 8 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- THE FRESH MARKET, INC. Ticker: TFM Security ID: 35804H106 Meeting Date: JUN 06, 2012 Meeting Type: Annual Record Date: APR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brett Berry For For Management 1.2 Elect Director David Rea For For Management 1.3 Elect Director Bob Sasser For For Management 1.4 Elect Director Steven Tanger For For Management 1.5 Elect Director Craig Carlock For For Management 1.6 Elect Director Jane Thompson For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- THE MIDDLEBY CORPORATION Ticker: MIDD Security ID: 596278101 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Directors Selim A. Bassoul For Withhold Management 1.2 Elect Directors Robert B. Lamb For For Management 1.3 Elect Directors Ryan Levenson For For Management 1.4 Elect Directors John R. Miller III For For Management 1.5 Elect Directors Gordon O'Brien For For Management 1.6 Elect Directors Philip G. Putnam For For Management 1.7 Elect Directors Sabin C. Streeter For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Require a Majority Vote for the None For Shareholder Election of Directors -------------------------------------------------------------------------------- THE ULTIMATE SOFTWARE GROUP, INC. Ticker: ULTI Security ID: 90385D107 Meeting Date: MAY 18, 2012 Meeting Type: Annual Record Date: MAR 22, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc D. Scherr For Withhold Management 1.2 Elect Director James A. FitzPatrick, For Withhold Management Jr. 1.3 Elect Director Rick A. Wilber For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- THOR INDUSTRIES, INC. Ticker: THO Security ID: 885160101 Meeting Date: DEC 13, 2011 Meeting Type: Annual Record Date: OCT 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Allen Kosowsky For For Management 1.2 Elect Director Jan H. Suwinski For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- TRANSDIGM GROUP INCORPORATED Ticker: TDG Security ID: 893641100 Meeting Date: FEB 23, 2012 Meeting Type: Annual Record Date: JAN 03, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Nicholas Howley For For Management 1.2 Elect Director William Dries For For Management 1.3 Elect Director Robert Small For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- TRIPADVISOR, INC. Ticker: TRIP Security ID: 896945201 Meeting Date: JUN 26, 2012 Meeting Type: Annual Record Date: APR 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barry Diller For Withhold Management 1.2 Elect Director Stephen Kaufer For Withhold Management 1.3 Elect Director William R. Fitzgerald For Withhold Management 1.4 Elect Director Victor A. Kaufman For Withhold Management 1.5 Elect Director Dara Khosrowshahi For Withhold Management 1.6 Elect Director Jonathan F. Miller For For Management 1.7 Elect Director Jeremy Philips For For Management 1.8 Elect Director Sukhinder Singh Cassidy For For Management 1.9 Elect Director Robert S. Wiesenthal For For Management 1.10 Elect Director Michael P. Zeisser For Withhold Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- UNDER ARMOUR, INC. Ticker: UA Security ID: 904311107 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: FEB 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kevin A. Plank For For Management 1.2 Elect Director Byron K. Adams, Jr. For For Management 1.3 Elect Director Douglas E. Coltharp For For Management 1.4 Elect Director Anthony W. Deering For For Management 1.5 Elect Director A.B. Krongard For For Management 1.6 Elect Director William R. McDermott For For Management 1.7 Elect Director Harvey L. Sanders For For Management 1.8 Elect Director Thomas J. Sippel For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- UNIVERSAL DISPLAY CORPORATION Ticker: PANL Security ID: 91347P105 Meeting Date: JUN 21, 2012 Meeting Type: Annual Record Date: APR 10, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven V. Abramson For Withhold Management 1.2 Elect Director Leonard Becker For For Management 1.3 Elect Director Elizabeth H. Gemmill For For Management 1.4 Elect Director C. Keith Hartley For For Management 1.5 Elect Director Lawrence Lacerte For For Management 1.6 Elect Director Sidney D. Rosenblatt For Withhold Management 1.7 Elect Director Sherwin I. Seligsohn For Withhold Management 2 Adopt Majority Voting for Uncontested For For Management Election of Directors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- VARIAN MEDICAL SYSTEMS, INC. Ticker: VAR Security ID: 92220P105 Meeting Date: FEB 09, 2012 Meeting Type: Annual Record Date: DEC 13, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy E. Guertin For For Management 1.2 Elect Director David J. Illingworth For For Management 1.3 Elect Director Ruediger Naumann-Etienne For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- VCA ANTECH, INC. Ticker: WOOF Security ID: 918194101 Meeting Date: MAY 21, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John M. Baumer For For Management 1.2 Elect Director Frank Reddick For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- VERIFONE SYSTEMS, INC. Ticker: PAY Security ID: 92342Y109 Meeting Date: JUN 27, 2012 Meeting Type: Annual Record Date: MAY 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert W. Alspaugh For For Management 1.2 Elect Director Douglas G. Bergeron For For Management 1.3 Elect Director Dr. Leslie G. Denend For For Management 1.4 Elect Director Alex W. Hart For For Management 1.5 Elect Director Robert B. Henske For For Management 1.6 Elect Director Richard A. McGinn For For Management 1.7 Elect Director Eitan Raff For For Management 1.8 Elect Director Jeffrey E. Stiefler For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- VERTEX PHARMACEUTICALS INCORPORATED Ticker: VRTX Security ID: 92532F100 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey M. Leiden For For Management 1.2 Elect Director Bruce I. Sachs For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- VIRTUS INVESTMENT PARTNERS, INC. Ticker: VRTS Security ID: 92828Q109 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Diane M. Coffey For For Management 1.2 Elect Director Timothy A. Holt For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 31, 2012 Meeting Type: Annual Record Date: DEC 05, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gary P. Coughlan For For Management 2 Elect Director Mary B. Cranston For For Management 3 Elect Director Francisco Javier For For Management Fernandez-Carbajal 4 Elect Director Robert W. Matschullat For For Management 5 Elect Director Cathy E. Minehan For For Management 6 Elect Director Suzanne Nora Johnson For For Management 7 Elect Director David J. Pang For For Management 8 Elect Director Joseph W. Saunders For For Management 9 Elect Director William S. Shanahan For For Management 10 Elect Director John A. Swainson For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Amend Omnibus Stock Plan For For Management 13 Ratify Auditors For For Management -------------------------------------------------------------------------------- VISTAPRINT N.V. Ticker: VPRT Security ID: N93540107 Meeting Date: SEP 30, 2011 Meeting Type: Special Record Date: SEP 02, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Repurchase of Up to 20 For For Management Percent of Issued Share Capital -------------------------------------------------------------------------------- VISTAPRINT N.V. Ticker: VPRT Security ID: N93540107 Meeting Date: NOV 03, 2011 Meeting Type: Annual Record Date: OCT 06, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Peter Gyenes to Supervisory Board For For Management 2 Approve Financial Statements For For Management 3 Approve Discharge of Management Board For For Management 4 Approve Discharge of Supervisory Board For For Management 5 Approve Remuneration of Supervisory For For Management Board 6 Grant Management Board Authority to For Against Management Issue Shares 7 Authorize Board to Issue Preference For Against Management Shares up to 100 percent of the Issued Share Capital 8 Authorize Board to Exclude Preemptive For Against Management Rights from Issuance under Item 6 and 7 9 Ratify Ernst & Young LLP as Auditors For For Management 10 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 11 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- VMWARE, INC. Ticker: VMW Security ID: 928563402 Meeting Date: MAY 31, 2012 Meeting Type: Annual Record Date: APR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- VOLCANO CORPORATION Ticker: VOLC Security ID: 928645100 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: APR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. Scott Huennekens For For Management 1.2 Elect Director Lesley H. Howe For For Management 1.3 Elect Director Ronald A. Matricaria For For Management 2 Advisory Vote to Appoint Eric J. Topol For For Management to the Board of Directors to Fill Class I Vacancy 3 Advisory Vote to Appoint Leslie V. For For Management Norwalk to the Board of Directors to Fill Class II Vacancy 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- WASTE CONNECTIONS, INC. Ticker: WCN Security ID: 941053100 Meeting Date: MAY 18, 2012 Meeting Type: Annual Record Date: MAR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Michael W. Harlan For For Management 2 Elect Director William J. Razzouk For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Reduce Supermajority Vote Requirement Against For Shareholder 6 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- XUEDA EDUCATION GROUP Ticker: XUE Security ID: 98418W109 Meeting Date: NOV 28, 2011 Meeting Type: Annual Record Date: OCT 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Consolidated Financial For For Management Statements and Statutory Reports 2 Ratify Deloitte Touche Tohmatsu CPA For For Management Ltd. as Auditors -------------------------------------------------------------------------------- YOUKU.COM INC. Ticker: YOKU Security ID: 98742U100 Meeting Date: OCT 17, 2011 Meeting Type: Annual Record Date: AUG 24, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Change Company Name to Youku Inc. For For Management ========== END NPX REPORT SIGNATURE Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LIBERTY ALL-STAR GROWTH FUND, INC. By: /s/ William Parmentier, Jr. ----------------------------- WILLIAM PARMENTIER, JR. PRESIDENT Date: August 17, 2012