US SEC Filing Announcement - Australian Securities Exchange

1425 Pages·2014·5.64 MB·English

by  May V. Koh

US SEC Filing Announcement
for the Vanguard® Exchange Traded Funds

29 August 2014

Vanguard Investments Australia Ltd announces the following:

FUND ASX DATE ANNOUNCEMENT
CODE
Vanguard® US Total Market Shares Index ETF VTS 29 AUG 2014 US SEC Filing of Form N-PX

The Vanguard Group, Inc. in the US has completed and filed Form N-PX (annual report of proxy voting record) for Registered
Investment Companies with the Securities and Exchange Commission (SEC) in the US as part of the regulatory requirements of
the SEC.

VTI is a share class of the Vanguard® Total Stock Market Index Fund (US Fund), which is traded in the form of CHESS (Clearing
House Electronic Sub-register System) Depositary Interests (CDIs) in Australia. The CDIs are issued in Australia by Vanguard
Investments Australia Ltd under the ASX code ‘VTS’. The US Fund is required to disclose each year, how they vote proxies
relating to the portfolio of securities the US Fund holds. Accordingly, the Vanguard Group, Inc. in the US filed with the SEC, a
report known as Form N-PX, containing the fund’s complete proxy voting record for the most recent 12-month period (ending 30
June).

The completed form is attached and can be viewed online at the SEC website at:

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000036405&owner=exclude&start=0&count=40

Further details of the SEC requirements for this filing are available at:

www.sec.gov/about/forms/formn-px.pdf

Further Information

If you have any queries on Vanguard ETFs, please visit vanguard.com.au/etf

© 2014 Vanguard Investments Australia Ltd (ABN 72 072 881 086 / AFS Licence 227263) (Vanguard) is the issuer of the Prospectus on behalf of the US listed ETFs
described in the Prospectus. Vanguard has arranged for the interests in the US ETFs to be made available to Australian investors via CHESS Depositary Interests that
are quoted on the AQUA market of the ASX. Vanguard is a wholly owned subsidiary of The Vanguard Group, Inc. based in the US. All rights reserved.

Vanguard Investments Australia Ltd, Level 34, Freshwater Place, 2 Southbank Boulevard, Southbank VIC 3006 vanguard.com.au 1300 655 888
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD

OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

INVESTMENT COMPANY ACT FILE NUMBER: 811-2652

NAME OF REGISTRANT: VANGUARD INDEX FUNDS

ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482

NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM

PO BOX 876

VALLEY FORGE, PA 19482

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: [phone]

DATE OF FISCAL YEAR END: DECEMBER 31

DATE OF REPORTING PERIOD: JULY 1, 2013 - JUNE 30, 2014

FUND: VANGUARD TOTAL STOCK MARKET INDEX FUND
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: 1-800-FLOWERS.COM, Inc.

TICKER: FLWS CUSIP: 68243Q106
MEETING DATE: 12/13/2013 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR EUGENE DEMARK ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR LEONARD J. ELMORE ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: 1st Source Corporation

TICKER: SRCE CUSIP: 336901103
MEETING DATE: 4/24/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR VINOD M. KHILNANI ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR REX MARTIN ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR CHRISTOPHER J. MURPHY, ISSUER YES FOR FOR
III

PROPOSAL #1.4: ELECT DIRECTOR TIMOTHY K. OZARK ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: 1st United Bancorp, Inc.

TICKER: FUBC CUSIP: 33740N105
MEETING DATE: 5/27/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR PAULA BERLINER ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR DEREK C. BURKE ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR JEFFERY L. CARRIER ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR RONALD A. DAVID ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR JAMES EVANS ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR ARTHUR S. LORING ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR THOMAS E. LYNCH ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR JOHN MARINO ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR CARLOS MORRISON ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR WARREN S. ORLANDO ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR RUDY E. SCHUPP ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT DIRECTOR JOSEPH W. VECCIA, JR. ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION

PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: 3D Systems Corporation

TICKER: DDD CUSIP: 88554D205
MEETING DATE: 5/19/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR WILLIAM E. CURRAN ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR PETER H. DIAMANDIS ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR CHARLES W. HULL ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR JIM D. KEVER ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR G. WALTER LOEWENBAUM, ISSUER YES FOR FOR
II

PROPOSAL #1.6: ELECT DIRECTOR KEVIN S. MOORE ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR ABRAHAM N. REICHENTAL ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR DANIEL S. VAN RIPER ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR KAREN E. WELKE ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: 3M Company

TICKER: MMM CUSIP: 88579Y101
MEETING DATE: 5/13/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR LINDA G. ALVARADO ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR THOMAS 'TONY' K. BROWN ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR VANCE D. COFFMAN ISSUER YES FOR FOR

PROPOSAL #1d: ELECT DIRECTOR MICHAEL L. ESKEW ISSUER YES FOR FOR

PROPOSAL #1e: ELECT DIRECTOR HERBERT L. HENKEL ISSUER YES FOR FOR

PROPOSAL #1f: ELECT DIRECTOR MUHTAR KENT ISSUER YES FOR FOR

PROPOSAL #1g: ELECT DIRECTOR EDWARD M. LIDDY ISSUER YES FOR FOR

PROPOSAL #1h: ELECT DIRECTOR INGE G. THULIN ISSUER YES FOR FOR

PROPOSAL #1i: ELECT DIRECTOR ROBERT J. ULRICH ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION

PROPOSAL #4: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: 8x8, Inc.

TICKER: EGHT CUSIP: 282914100
MEETING DATE: 7/25/2013 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR GUY L. HECKER, JR. ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR BRYAN R. MARTIN ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR MANSOUR SALAME ISSUER YES WITHHOLD AGAINST

PROPOSAL #1.4: ELECT DIRECTOR ERIC SALZMAN ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR VIKRAM VERMA ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: A. H. Belo Corporation

TICKER: AHC CUSIP: 001282102
MEETING DATE: 5/15/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR JOHN A. BECKERT ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR ROBERT W. DECHERD ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR TYREE B. (TY) MILLER ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR JAMES M. MORONEY, III ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: A. M. Castle & Co.

TICKER: CAS CUSIP: 148411101
MEETING DATE: 4/24/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR TERRENCE J. KEATING ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR JAMES D. KELLY ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR JOHN MCCARTNEY ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION

PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: A. O. Smith Corporation

TICKER: AOS CUSIP: 831865209
MEETING DATE: 4/7/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR GLOSTER B. CURRENT, JR. ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR WILLIAM P. GREUBEL ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR IDELLE K. WOLF ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR GENE C. WULF ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION

PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: A. Schulman, Inc.

TICKER: SHLM CUSIP: 808194104
MEETING DATE: 12/12/2013 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR EUGENE R. ALLSPACH ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR GREGORY T. BARMORE ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR DAVID G. BIRNEY ISSUER YES FOR FOR

PROPOSAL #1d: ELECT DIRECTOR HOWARD R. CURD ISSUER YES FOR FOR

PROPOSAL #1e: ELECT DIRECTOR JOSEPH M. GINGO ISSUER YES FOR FOR

PROPOSAL #1f: ELECT DIRECTOR MICHAEL A. MCMANUS, JR. ISSUER YES FOR FOR

PROPOSAL #1g: ELECT DIRECTOR LEE D. MEYER ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR JAMES A. MITAROTONDA ISSUER YES FOR FOR

PROPOSAL #1i: ELECT DIRECTOR ERNEST J. NOVAK, JR. ISSUER YES FOR FOR

PROPOSAL #1j: ELECT DIRECTOR IRVIN D. REID ISSUER YES FOR FOR

PROPOSAL #1k: ELECT DIRECTOR JOHN B. YASINSKY ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: AAON, Inc.

TICKER: AAON CUSIP: 000360206
MEETING DATE: 5/20/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR JACK E. SHORT ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR JERRY R. LEVINE ISSUER YES AGAINST AGAINST

PROPOSAL #2: INCREASE AUTHORIZED COMMON STOCK ISSUER YES AGAINST AGAINST

PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION

PROPOSAL #5: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: AAR CORP.

TICKER: AIR CUSIP: 000361105
MEETING DATE: 10/9/2013 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR NORMAN R. BOBINS ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR RONALD R. FOGLEMAN ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR JAMES E. GOODWIN ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR MARC J. WALFISH ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION

PROPOSAL #3: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: Aaron's, Inc.

TICKER: AAN CUSIP: 002535300
MEETING DATE: 6/10/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR

PROPOSAL #2.1: ELECT DIRECTOR RAY M. ROBINSON ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR RONALD W. ALLEN ISSUER YES FOR FOR

PROPOSAL #2.3: ELECT DIRECTOR BRIAN R. KAHN ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: Aastrom Biosciences, Inc.

TICKER: ASTM CUSIP: 00253U305
MEETING DATE: 10/7/2013 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: INCREASE AUTHORIZED COMMON STOCK ISSUER YES FOR FOR

PROPOSAL #2: APPROVE REVERSE STOCK SPLIT ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: Aastrom Biosciences, Inc.

TICKER: ASTM CUSIP: 00253U404
MEETING DATE: 5/7/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR ROBERT L. ZERBE ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR RONALD M. CRESSWELL ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR ALAN L. RUBINO ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR NELSON M. SIMS ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR HEIDI HAGEN ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR DOMINICK C. COLANGELO ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: INCREASE AUTHORIZED COMMON STOCK ISSUER YES FOR FOR

PROPOSAL #4: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: Abaxis, Inc.

TICKER: ABAX CUSIP: 002567105
MEETING DATE: 10/23/2013 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR CLINTON H. SEVERSON ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR VERNON E. ALTMAN ISSUER YES WITHHOLD AGAINST

PROPOSAL #1.3: ELECT DIRECTOR RICHARD J. BASTIANI ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR MICHAEL D. CASEY ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR HENK J. EVENHUIS ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR PRITHIPAL SINGH ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION

PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: Abbott Laboratories

TICKER: ABT CUSIP: 002824100
MEETING DATE: 4/25/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR ROBERT J. ALPERN ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR ROXANNE S. AUSTIN ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR SALLY E. BLOUNT ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR W. JAMES FARRELL ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR EDWARD M. LIDDY ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR NANCY MCKINSTRY ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR PHEBE N. NOVAKOVIC ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR WILLIAM A. OSBORN ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR SAMUEL C. SCOTT, III ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR GLENN F. TILTON ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR MILES D. WHITE ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION

PROPOSAL #4: LABEL PRODUCTS WITH GMO INGREDIENTS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #5: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #6: CEASE COMPLIANCE ADJUSTMENTS TO SHAREHOLDER YES AGAINST FOR
PERFORMANCE CRITERIA
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: AbbVie Inc.

TICKER: ABBV CUSIP: 00287Y109
MEETING DATE: 5/9/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR ROBERT J. ALPERN ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR EDWARD M. LIDDY ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR FREDERICK H. WADDELL ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: Abercrombie & Fitch Co.

TICKER: ANF CUSIP: 002896207
MEETING DATE: 6/19/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR JAMES B. BACHMANN ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR BONNIE R. BROOKS ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR TERRY L. BURMAN ISSUER YES FOR FOR

PROPOSAL #1d: ELECT DIRECTOR SARAH M. GALLAGHER ISSUER YES FOR FOR

PROPOSAL #1e: ELECT DIRECTOR MICHAEL E. GREENLEES ISSUER YES FOR FOR

PROPOSAL #1f: ELECT DIRECTOR ARCHIE M. GRIFFIN ISSUER YES FOR FOR

PROPOSAL #1g: ELECT DIRECTOR MICHAEL S. JEFFRIES ISSUER YES FOR FOR

PROPOSAL #1h: ELECT DIRECTOR ARTHUR C. MARTINEZ ISSUER YES FOR FOR

PROPOSAL #1i: ELECT DIRECTOR DIANE L. NEAL ISSUER YES FOR FOR

PROPOSAL #1j: ELECT DIRECTOR CHARLES R. PERRIN ISSUER YES FOR FOR

PROPOSAL #1k: ELECT DIRECTOR STEPHANIE M. SHERN ISSUER YES FOR FOR

PROPOSAL #1l: ELECT DIRECTOR CRAIG R. STAPLETON ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION

PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #4: PRO-RATA VESTING OF EQUITY AWARDS SHAREHOLDER YES AGAINST FOR

PROPOSAL #5: PERFORMANCE-BASED EQUITY AWARDS SHAREHOLDER YES AGAINST FOR

PROPOSAL #6: ADOPT PROXY ACCESS RIGHT SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: ABIOMED, Inc.

TICKER: ABMD CUSIP: 003654100
MEETING DATE: 8/14/2013 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR MICHAEL R. MINOGUE ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR W. GERALD AUSTEN ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR MARTIN P. SUTTER ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION

PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: ABM Industries Incorporated

TICKER: ABM CUSIP: 000957100
MEETING DATE: 3/5/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR ANTHONY G. FERNANDES ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR MARYELLEN C. HERRINGER ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR STEPHEN M. KADENACY ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION

PROPOSAL #4: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR
PLAN
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: Abraxas Petroleum Corporation

TICKER: AXAS CUSIP: 003830106
MEETING DATE: 5/6/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR RALPH F. COX ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR DENNIS E. LOGUE ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR ROBERT L.G. WATSON ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: Acacia Research Corporation

TICKER: ACTG CUSIP: 003881307
MEETING DATE: 5/15/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR EDWARD W. FRYKMAN ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR WILLIAM S. ANDERSON ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: Acadia Healthcare Company, Inc.

TICKER: ACHC CUSIP: 00404A109
MEETING DATE: 5/22/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT