N-PX 1 a10-13814_1npx.htm N-PX
| UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington,
D.C. 20549 |
| --- |
| OMB Number:
3235-0578 |
| Expires:
April 30, 2013 |
| Estimated average burden hours per response........5.6 |
*FORM N-PX*
*ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY*
*Investment Company Act file number 811- 04889*
*H&Q Healthcare Investors*
(Exact name of registrant as specified in charter)
| 2
Liberty Square, 9 th Floor, Boston, MA | 02109 |
| --- | --- |
| (Address of principal
executive offices) | (Zip code) |
*Laura Woodward*
*H&Q Healthcare Investors*
*2 Liberty Square, 9 th Floor, Boston MA 02109*
(Name and address of agent for service)
Registrants telephone number, including area code: 617 772-8500
Date of fiscal year end: September 30
Date of reporting period: 7/1/09-6/30/10
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss.239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrants proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (OMB) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.
SEQ.=1,FOLIO='',FILE='C:\JMS\brama\10-13814-1\task4256420\13814-1-be.htm',USER='105435',CD='Aug 28 01:37 2010'
*Item 1. Proxy Voting Record.*
SEQ.=1,FOLIO='',FILE='C:\JMS\brama\10-13814-1\task4256357\13814-1-bg.htm',USER='105435',CD='Aug 28 01:06 2010'
*HQH N-PX for the period July 1, 2009 to June 30, 2010*
| CUSIP |
Symbol |
Company Name |
|
| 002824100 |
ABT |
Abbott |
|
| Laboratories |
|
|
|
| Meeting Date: |
4/23/2010 |
Meeting Type: |
Annual |
| Record Date: |
2/24/2010 |
|
|
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
To |
|
|
|
|
| elect R.J. Alpern |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect R.S. Austin |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect W.M Daley |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect W.J. Farrell |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect H.R. Fuller |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect W.A. Osborn |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect D.A.L Owen |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect R.S. Roberts |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect S.C. Scott III |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect W.D Smithburg |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect G.F Tilton |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect M.D. White |
For |
Yes |
For |
Management |
|
| 2 |
Ratification |
|
|
|
|
| of Deloitte & Touche LLP as Auditors |
For |
Yes |
For |
Management |
|
| 3 |
Shareholder |
|
|
|
|
| proposal-advisory vote |
Against |
Yes |
For |
Shareholder |
|
| 4 |
Shareholder |
|
|
|
|
| proposal-special shareholder meetings |
Against |
Yes |
Against |
Shareholder |
|
| 00484M106 — Meeting Date: |
6/9/2010 |
| Record Date: |
4/14/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
To |
|
|
|
|
| elect John P. Kelley |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect Sandra Panem, Ph.D |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect Wise Young, Ph.D. , M.D. |
For |
Yes |
For |
Management |
|
| 2 |
Proposal |
|
|
|
|
| to ratify the appointment of Ernst & Young LLP as the companys |
|
|
|
|
|
| independent auditors for the fiscal year ending December 31, 2010. |
For |
Yes |
For |
Management |
|
| 00817Y108 — Meeting Date: |
5/21/2010 |
| Record Date: |
3/19/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Frank M. Clark |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Betsy Z. Cohen |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Molly J. Coye, MD |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Roger N. Farah |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Barbara Hackman Franklin |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Jeffrey E. Garten |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Earl G. Graves |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Gerald Greenwald |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Ellen M. Hancock |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Richard J. Harrington |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Edward J. Ludwig |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Joseph P. Newhouse |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Ronald A. Williams |
For |
Yes |
For |
Management |
|
| 2 |
Approval |
|
|
|
|
| of independent registered public accounting firm |
For |
Yes |
For |
Management |
|
| 3 |
Approval |
|
|
|
|
| of Aetna Inc. 2010 stock incentive Plan |
For |
Yes |
For |
Management |
|
| 4 |
Approval |
|
|
|
|
| of Aetna Inc. 2010 non-employee director compensation plan |
For |
Yes |
For |
Management |
|
| 5 |
Approval |
|
|
|
|
| of Aetna Inc. 2010 annual incentive plan performance criteria |
For |
Yes |
For |
Management |
|
| 6 |
Shareholder |
|
|
|
|
| proposal on cumulative voting |
Against |
Yes |
Against |
Stockholder |
|
| 7 |
Shareholder |
|
|
|
|
| proposal on independent chairman |
Against |
Yes |
For |
Stockholder |
|
| 009728106 — Meeting Date: |
8/7/2009 |
| Record Date: |
6/15/2009 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
To |
|
|
|
|
| re-elect John N. Kappor, PH.D |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| re-elect Jerry N. Ellis |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| re-elect Ronald M. Johnson |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| re-elect Subhash Kapre, PH. D |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| re-elect Brian Tambi |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| re-elect Steven J. Meyer |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| re-elect Alan Weinstein |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| re-elect Randall J. Wall |
For |
Yes |
For |
Management |
|
| 2 |
Proposal |
|
|
|
|
| to ratify the selection of Ernst & Young LLP to serve as Akorns |
|
|
|
|
|
| independent registered public accounting firm for the fiscal year ending |
|
|
|
|
|
| December 31, 2009. |
For |
Yes |
For |
Management |
|
| 3 |
Approval |
|
|
|
|
| of an amendment to the companys 2003 amended and restated stock option plan |
|
|
|
|
|
| to increase the total number of shares authorized and reserved for inssurance |
|
|
|
|
|
| by 6,000,000 shares. |
For |
Yes |
For |
Management |
|
| 4 |
Approval |
|
|
|
|
| of an amendment to the companys amended and restated employee stock purchase |
|
|
|
|
|
| plan to increase the total number of shares authorized and reserved for |
|
|
|
|
|
| inssurance by 1,000,000 shares. |
For |
Yes |
For |
Management |
|
| 009728106 — Meeting Date: |
5/21/2010 |
| Record Date: |
4/7/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
To |
|
|
|
|
| re-elect John N. Kappor, PH.D |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| re-elect Ronald M. Johnson |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| re-elect Brian Tambi |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| re-elect Steven J. Meyer |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| re-elect Alan Weinstein |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect Kenneth S. Abraowitz |
For |
Yes |
For |
Management |
|
| 2 |
Proposal |
|
|
|
|
| to ratify the selection of Ernst & Young LLP to serve as Akorns |
|
|
|
|
|
| independent registered public accounting firm for the fiscal year ending |
|
|
|
|
|
| December 31, 2010 |
For |
Yes |
For |
Management |
|
| 3 |
Approval |
|
|
|
|
| of the grant of non-qualified stock options to Akorns interim Chief |
|
|
|
|
|
| Executive Officer, Rajat Rai |
For |
Yes |
For |
Management |
|
SEQ.=1,FOLIO='',FILE='C:\JMS\105933\10-13814-1\task4259767\13814-1-bi-01.htm',USER='105933',CD='Sep 1 00:51 2010'
| 015351109 — Meeting Date: |
5/12/2010 |
| Record Date: |
3/17/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Leonard Bell |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Max Link |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director William R. Keller |
|
|
|
|
|
| 1 |
Elect |
|
|
|
|
| director Joseph A. Madri |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Larry L. Mathis |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director R. Douglas Norby |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Alvin S. Parven |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Andreas Rummelt |
For |
Yes |
For |
Management |
|
| 2 |
Approval |
|
|
|
|
| of the Amendment to 2004 incentive plan, as described in the accompanying |
|
|
|
|
|
| proxy statement, including to increase the number of shares of common stock |
|
|
|
|
|
| available for issuance by 3 million shares (subject to adjustment in the |
|
|
|
|
|
| event of stock splits and other similar events) |
For |
Yes |
For |
Management |
|
| 3 |
Ratification |
|
|
|
|
| of appointment by the board of directors of PricewaterhouseCoopers LLP as |
|
|
|
|
|
| Alexions independent registered public accounting firm |
For |
Yes |
For |
Management |
|
| 016255101 — Meeting Date: |
5/20/2010 |
| Record Date: |
3/23/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director David E. Collins |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Joseph Lacob |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director C. Raymond Larkin, Jr. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director George J. Morrow |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Dr. David Nagel |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Thomas M. Prescott |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Greg J. Santora |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Warren S. Thaler |
For |
Yes |
For |
Management |
|
| 2 |
Proposal |
|
|
|
|
| to ratify the appointment of PricewaterhouseCoopers LLP as Align Technology, Inc.s |
|
|
|
|
|
| independent registered public accountants for the fiscal year ending December 31, |
|
|
|
|
|
| 2010 |
For |
Yes |
For |
Management |
|
| 3 |
Proposal |
|
|
|
|
| to approve amended and restated 2005 equity incentive plan |
For |
Yes |
For |
Management |
|
| 4 |
Proposal |
|
|
|
|
| to approve 2010 employee stock purchase plan |
For |
Yes |
For |
Management |
|
| 01642T108 — Meeting Date: |
10/6/2009 |
| Record Date: |
7/24/2009 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director David W. Anstice |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Floyd E. Bloom |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Robert A. Breyer |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Dvid A. Broeckert |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Geraldine Henwood |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Paul J. Mitchell |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Richard F. Pops |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Alexander Rich |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Mark B. Skaletsky |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Michael A. Wall |
For |
Yes |
For |
Management |
|
| 2 |
To |
|
|
|
|
| ratify PricewaterhouseCoopers LLP as the companys independent registered |
|
|
|
|
|
| public accountant for fiscal year 2010 |
For |
Yes |
For |
Management |
|
| 031162100 — Meeting Date: |
5/12/2010 |
| Record Date: |
3/15/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Dr. David Baltimore |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Frank J. Biondi, Jr. |
For |
Yes |
For |
Management |
|
| 1 |
Elect director Francois de Carbonnel |
For |
Yes |
For |
Management |
| 1 |
Elect |
|
|
|
|
| director Jerry D. Choate |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Dr. Vance D. Coffman |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Frederick W. Gluck |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Dr. Rebecca M. Henderson |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Frank C. Herringer |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Dr. Gilbert S. Omenn |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Judity C. Pelham |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Adm. J. paul Reason, UsN |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Leonard D. Schaeffer |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Kevin W. Sharer |
For |
Yes |
For |
Management |
|
| 2 |
To |
|
|
|
|
| ratify the selection of Ernst & Young LLP as our independent |
|
|
|
|
|
| registered public accountants for the year ending December 31, 2010 |
For |
Yes |
For |
Management |
|
| 3A |
Stockholder |
|
|
|
|
| proposal #1 (Action by Written Consent) |
Against |
Yes |
Against |
Stockholder |
|
| 3B |
Stockholder |
|
|
|
|
| proposal #2 (Equity retention policy) |
Against |
Yes |
Against |
Stockholder |
|
SEQ.=1,FOLIO='',FILE='C:\JMS\105933\10-13814-1\task4259767\13814-1-bi-01.htm',USER='105933',CD='Sep 1 00:51 2010'
| 05365U101 — Meeting Date: |
3/9/2010 |
| Record Date: |
2/16/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
To |
|
|
|
|
| elect Daniel E. Straus |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect Joseph D. Mark |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect Jonathan Kolatch |
For |
Yes |
For |
Management |
|
| 75887109 — Meeting Date: |
2/2/2010 |
| Record Date: |
12/11/2009 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
To |
|
|
|
|
| elect Henry P. Becton, Jr. |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect Edward F. Degraan |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect Claire M. Fraser-Liggett |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect Edward J. Ludwig |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect Adel A.F. Mahmoud |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect James F. Orr |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect Willard J. Overlock, Jr. |
For |
Yes |
For |
Management |
|
| 1 |
To |
|
|
|
|
| elect Bertram L. Scott |
For |
Yes |
For |
Management |
|
| 2 |
Ratification |
|
|
|
|
| of selection of independent registered public accounting firm |
For |
Yes |
For |
Management |
|
| 3 |
Approval |
|
|
|
|
| of a by-law amendment regarding special shareholder meetings |
For |
Yes |
For |
Management |
|
| 4 |
Approval |
|
|
|
|
| of an amendment to the 2004 employee and director equity-based compensation |
|
|
|
|
|
| plan |
For |
Yes |
For |
Management |
|
| 5 |
Approval |
|
|
|
|
| of material terms of performance goals |
|
|
|
|
|
| 6 |
Majority |
|
|
|
|
| voting |
Against |
Yes |
For |
Stockholder |
|
| 7 |
Cumulative |
|
|
|
|
| voting |
Against |
Yes |
Against |
Stockholder |
|
| 151020104 — Meeting Date: |
6/16/2010 |
| Record Date: |
4/20/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Sol J. Barer, Ph.D. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Robert J. Hugin |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Michael D. Casey |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Carrie S. Cox |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Rodman L. Drake |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Gilla Kaplan, Ph.D. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director James J. Loughlin |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Ernest Mario, Ph.D. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Walter L. Robb, Ph.D. |
For |
Yes |
For |
Management |
|
| 2 |
Ratification |
|
|
|
|
| of the appointment of KPMG LLP as the companys independent registered public |
|
|
|
|
|
| accounting firm for the fiscal year ending December 31, 2010 |
For |
Yes |
For |
Management |
|
| 156708109 — Meeting Date: |
5/20/2010 |
| Record Date: |
3/25/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director F. Baldino, Jr., Ph.D. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director William P. Egan |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Martyn D. Greenacre |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Vaughn M. Kailian |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Kevin E. Moley |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director C.A. Sanders, MD |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Gail R. Wilensky, Ph.D. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Dennis L. Winger |
For |
Yes |
For |
Management |
|
| 2 |
Approval |
|
|
|
|
| of amendment to the 2004 equity compensation plan increasing the number of |
|
|
|
|
|
| shares authorized for issuance |
For |
Yes |
For |
Management |
|
| 3 |
Approval |
|
|
|
|
| of Cephalon, Inc.s 2010 employee stock purchase plan |
For |
Yes |
For |
Management |
|
| 4 |
Ratification |
|
|
|
|
| of the appointment of PricewaterhouseCoopers LLP as independent registered |
|
|
|
|
|
| public accountants for the year ending December 31, 2010 |
For |
Yes |
For |
Management |
|
SEQ.=1,FOLIO='',FILE='C:\JMS\105933\10-13814-1\task4259767\13814-1-bi-01.htm',USER='105933',CD='Sep 1 00:51 2010'
| 159864107 — Meeting Date: |
5/6/2010 |
| Record Date: |
3/18/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director James C. Foster |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Nancy T. Chang |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Stephen D. Chubb |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Deborah T. Kochevar |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director George E. Massaro |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director George M. Milne, Jr. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director C. Richard Reese |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| Director Douglas E. Rogers |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| Director Samuel O. Their |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director William H. Waltrip |
For |
Yes |
For |
Management |
|
| 2 |
Proposal |
|
|
|
|
| to ratify the appointment of PricewaterhouseCoopers LLP as the companys independent |
|
|
|
|
|
| registered public accountants for the year ending December 25, 2010 |
For |
Yes |
For |
Management |
|
| 18725U109 — Meeting Date: |
9/17/2009 |
| Record Date: |
7/22/2009 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Andrew J. Fromkin |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Larry D. Horner |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Randal J. Kirk |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Arthur B. Malman |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Burton E. Sobel, M.D. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Scott L. Tarriff |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Richard J. Wallace |
For |
Yes |
For |
Management |
|
| 2 |
To |
|
|
|
|
| ratify the appointment of Deloitte & Touche LLP as Clinical Datas independent |
|
|
|
|
|
| registered public accounting firm for the 2010 fiscal year |
For |
Yes |
For |
Management |
|
| N/A N/A |
Concentric Medical, Inc. |
| Action by |
|
| Written Consent: |
9/30/2009 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Approval |
|
|
|
|
| of 2009 Equity Incentive Plan |
For |
Yes |
For |
Management |
|
| 229678107 — Meeting Date: |
6/10/2010 |
| Record Date: |
4/15/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Michael Bonney |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Mark Corrigan |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Sylvie Gregoire |
For |
Yes |
For |
Management |
|
| 2 |
A |
|
|
|
|
| proposal to amend our 2010 equity incentive plan |
For |
Yes |
For |
Management |
|
| 3 |
A |
|
|
|
|
| proposal to approve our performance-based management incentive plan |
For |
Yes |
For |
Management |
|
| 4 |
A |
|
|
|
|
| proposal to ratify the selection of PricewaterhouseCoopers LLP as the independent |
|
|
|
|
|
| registered public accounting firm for the fiscal year ending December 31, |
|
|
|
|
|
| 2010 |
For |
Yes |
For |
Management |
|
| 126650100 — Meeting Date: |
5/12/2010 |
| Record Date: |
3/15/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Edwin M. Banks |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director C. David Brown II |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director David W. Dorman |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Kristen Gibney Williams |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Marian L. Heard |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director William H. Joyce |
For |
Yes |
For |
Management |
|
| 1 |
Elect director Jean-Pierre Millon |
For |
Yes |
For |
Management |
| 1 |
Elect |
|
|
|
|
| director Terrence Murray |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director C.A. Lance Piccolo |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Sheli Z. Rosenberg |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Thomas M. Ryan |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Richard J. Swift |
For |
Yes |
For |
Management |
|
| 2 |
Proposal |
|
|
|
|
| to ratify the appointment of Ernst & Young LLP as the companys independent |
|
|
|
|
|
| registered public accounting firm for the 2010 fiscal year |
For |
Yes |
For |
Management |
|
| 3 |
Proposal |
|
|
|
|
| to adopt the companys 2010 incentive compensation plan |
For |
Yes |
For |
Management |
|
| 4 |
Proposal |
|
|
|
|
| to adopt an amendment to the companys charter to allow Stockholders to call |
|
|
|
|
|
| special meetings |
For |
Yes |
For |
Management |
|
| 5 |
Stockholder |
|
|
|
|
| proposal regarding a report on political contributions and expenditures |
Against |
Yes |
Against |
Stockholder |
|
| 6 |
Stockholder |
|
|
|
|
| proposal regarding principles to stop global warming |
Against |
Yes |
Against |
Stockholder |
|
| N/A N/A |
Eleme Medical Inc. |
| Action by |
|
| Written Consent: |
12/18/2009 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Note |
|
|
|
|
| financing |
For |
Yes |
For |
Management |
|
| 2 |
Wavier |
|
|
|
|
| of right of first offer |
For |
Yes |
For |
Management |
|
| 3 |
General |
|
|
|
|
| authorization |
For |
Yes |
For |
Management |
|
| N/A N/A |
Eleme Medical Inc. |
| Action by |
|
| Written Consent: |
6/4/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Note |
|
|
|
|
| financing |
For |
Yes |
For |
Management |
|
| 2 |
Wavier |
|
|
|
|
| of right of first offer |
For |
Yes |
For |
Management |
|
| 3 |
General |
|
|
|
|
| authorization |
For |
Yes |
For |
Management |
|
| N/A N/A |
FlowCardia, Inc. |
| Action by Written Consent: |
3/26/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Approval |
|
|
|
|
| of amendment to fifth amended and restated certificate of incorporation |
For |
Yes |
For |
Management |
|
| 2 |
General |
|
|
|
|
| authority and ratification |
For |
Yes |
For |
Management |
|
SEQ.=1,FOLIO='',FILE='C:\JMS\105933\10-13814-1\task4259767\13814-1-bi-01.htm',USER='105933',CD='Sep 1 00:51 2010'
| 345838106 — Meeting Date: |
8/10/2009 |
| Record Date: |
6/19/2009 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Howard Solomon |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Lawrence S. Olanoff, MD, Phd |
For |
Yes |
For |
Management |
|
| 1 |
Elect director Nesli Basgoz, MD |
For |
Yes |
For |
Management |
| 1 |
Elect |
|
|
|
|
| director William J. Candee, III |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director George S. Cohen |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Dan L. Goldwasser |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Kenneth E. Goodman |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Lester B. Salans, MD |
For |
Yes |
For |
Management |
|
| 2 |
Approval |
|
|
|
|
| of the companys executive compensation philosophy, policies and procedures |
|
|
|
|
|
| as described in the Compensation Discussion and Analysis |
For |
Yes |
For |
Management |
|
| 3 |
Ratification |
|
|
|
|
| of the selection of BDO Seidman, LLP as independent registered public |
|
|
|
|
|
| accounting firm for the fiscal year ending March 31, 2010. |
For |
Yes |
For |
Management |
|
| 372917104 — Meeting Date: |
6/16/2010 |
| Record Date: |
4/9/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Douglas A. Berthiaume |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Robert J. Bertolini |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Gail K. Boudreaux |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Robert J. Carpenter |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Charles L. Cooney |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Victor J. Dzau |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Senator Connie Mack III |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Richard F. Syron |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Henri A. Termeer |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Ralph V. Witworth |
For |
Yes |
For |
Management |
|
| 2 |
A |
|
|
|
|
| proposal to amend the 2004 equity incentive plan to increase the number of shares |
|
|
|
|
|
| of common stock available for issuance under the plan by 2,750,000 shares |
For |
Yes |
For |
Management |
|
| 3 |
A |
|
|
|
|
| proposal to approve the 2009 employee stock purchase plan to increase the |
|
|
|
|
|
| number of shares of common stock available for issuance under the plan by |
|
|
|
|
|
| 1,500,000 |
For |
Yes |
For |
Management |
|
| 4 |
A |
|
|
|
|
| proposal to amend the 2007 directors equity plan to increase the number of |
|
|
|
|
|
| shares of common stock available for issuance under the plan by 250,000 shares |
For |
Yes |
For |
Management |
|
| 5 |
A |
|
|
|
|
| proposal to amend the restated articles of organization to reduce the percentage |
|
|
|
|
|
| of shares required for shareholders to call a special meeting of shareholders |
|
|
|
|
|
| from 90% to 40% |
For |
Yes |
For |
Management |
|
| 6 |
A |
|
|
|
|
| proposal to ratify the audit committees selection of independent auditors |
|
|
|
|
|
| for 2010 (PricewaterhouseCoopers LLP) |
For |
Yes |
For |
Management |
|
| 372917104 — Meeting Date: |
6/16/2010 |
| Record Date: |
4/9/2010 |
| # |
Proposal |
Oppostion Rec. |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Dr. Steven Burakoff |
For |
No |
None |
Opposition |
|
| 1 |
Elect |
|
|
|
|
| director Dr. Alexander J. Denner |
For |
No |
None |
Opposition |
|
| 1 |
Elect |
|
|
|
|
| director Carl C. Icahn |
For |
No |
None |
Opposition |
|
| 1 |
Elect |
|
|
|
|
| director Dr. Richard Mulligam |
For |
No |
None |
Opposition |
|
| 1 |
Elect |
|
|
|
|
| director Douglas A. Berthiaume |
For |
No |
None |
Opposition |
|
| 1 |
Elect |
|
|
|
|
| director Robert J. Bertolini |
For |
No |
None |
Opposition |
|
| 1 |
Elect |
|
|
|
|
| director Gail K. Boudreaux |
For |
No |
None |
Opposition |
|
| 1 |
Elect |
|
|
|
|
| director Robert J. Carpenter |
For |
No |
None |
Opposition |
|
| 1 |
Elect |
|
|
|
|
| director Victor J. Dzau |
For |
No |
None |
Opposition |
|
| 1 |
Elect |
|
|
|
|
| director Ralph V. Witworth |
For |
No |
None |
Opposition |
|
| 2 |
A |
|
|
|
|
| proposal to amend the 2004 equity incentive plan to increase the number of shares |
|
|
|
|
|
| of common stock available for issuance under the plan by 2,750,000 shares |
For |
No |
None |
Management |
|
| 3 |
A |
|
|
|
|
| proposal to approve the 2009 employee stock purchase plan to increase the |
|
|
|
|
|
| number of shares of common stock available for issuance under the plan by |
|
|
|
|
|
| 1,500,000 |
For |
No |
None |
Opposition |
|
| 4 |
A |
|
|
|
|
| proposal to amend the 2007 directors equity plan to increase the number of |
|
|
|
|
|
| shares of common stock available for issuance under the plan by 250,000 shares |
For |
No |
None |
Management |
|
| 5 |
A |
|
|
|
|
| proposal to amend the restated articles of organization to reduce the percentage of shares required for |
|
|
|
|
|
| shareholders to call a special meeting of shareholders from 90% to 40% |
For |
No |
None |
Management |
|
| 6 |
A |
|
|
|
|
| proposal to ratify the audit committees selection of independent auditors |
|
|
|
|
|
| for 2010 (PricewaterhouseCoopers LLP) |
For |
No |
None |
Management |
|
SEQ.=1,FOLIO='',FILE='C:\JMS\105933\10-13814-1\task4259767\13814-1-bi-01.htm',USER='105933',CD='Sep 1 00:51 2010'
| 375558103 — Meeting Date: |
5/11/2010 |
| Record Date: |
3/15/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Paul Berg |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director John F. Cogan |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Etienne F. Davignon |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director James M. Denny |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Carla A. Hills |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Kevin E. Lofton |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director John W. Madigan |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director John C. Martin |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Gordon E. Moore |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Nicholas G. Moore |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Richard J. Whitley |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Gayle E. Wilson |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Per Wold-Olsen |
For |
Yes |
For |
Management |
|
| 2 |
To |
|
|
|
|
| ratify the selection of Ernst & Young LLP by the audit committee of |
|
|
|
|
|
| the board of directors as the independent registered public accounting firm |
|
|
|
|
|
| of Gilead for the fiscal year ending December 31, 2010 |
For |
Yes |
For |
Management |
|
| 3 |
If |
|
|
|
|
| properly presented at the meeting, to vote on a stockholder proposal requesting |
|
|
|
|
|
| that the board take steps to adopt majority voting standards in Gileads |
|
|
|
|
|
| certificate of incorporation and by-laws |
Against |
Yes |
Against |
Stockholder |
|
| 436440101 — Meeting Date: |
3/3/2010 |
| Record Date: |
1/8/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director John W. Cumming |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Robert A. Cascella |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Sally W. Crawford |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director David R. Lavance, Jr. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Nancy L. Leaming |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Lawrence M. Levy |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Glenn P. Muir |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Elaine S. Ullian |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Wayne Wilson |
For |
Yes |
For |
Management |
|
| 2 |
To |
|
|
|
|
| consider and act upon ratification of the appointment of Ernst & |
|
|
|
|
|
| Young LLP as Hologics independent registered public accounting firm |
For |
Yes |
For |
Management |
|
| 3 |
To |
|
|
|
|
| consider and act upon the adjournment of the annual meeting |
For |
Yes |
For |
Management |
|
| 45103T107 — Meeting Date: |
7/20/2009 |
| Record Date: |
6/10/2009 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
To |
|
|
|
|
| receive the accounts and reports |
For |
Yes |
For |
Management |
|
| 2 |
To |
|
|
|
|
| re-elect Dr. Ronan Lambe |
For |
Yes |
For |
Management |
|
| 3 |
To |
|
|
|
|
| re-elect Dr. Peter Gray |
For |
Yes |
For |
Management |
|
| 4 |
To |
|
|
|
|
| re-elect Dr. Anthony Murphy |
For |
Yes |
For |
Management |
|
| 5 |
To |
|
|
|
|
| authorize the fixing of the auditors renumeration |
For |
Yes |
For |
Management |
|
| 6 |
To |
|
|
|
|
| authorize the company to allot shares |
For |
Yes |
For |
Management |
|
| 7 |
To |
|
|
|
|
| display the statutory pre-emption rights |
For |
Yes |
For |
Management |
|
| 8 |
To |
|
|
|
|
| authorize the company to make market purchases of shares |
For |
Yes |
For |
Management |
|
| 45168D104 — Meeting Date: |
5/5/2010 |
| Record Date: |
3/8/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Jonathan W. Ayers |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Robert J. Murray |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Joseph V. Vumbacco |
For |
Yes |
For |
Management |
|
| 2 |
To |
|
|
|
|
| ratify the selection by the audit committee of the board of directors of PricewaterhouseCoopers |
|
|
|
|
|
| LLP as the independent registered public accounting firm for the current |
|
|
|
|
|
| fiscal year |
For |
Yes |
For |
Management |
|
| 452327109 — Meeting Date: |
5/12/2010 |
| Record Date: |
3/19/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Paul C. Grint, M.D. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director David R. Walt, Ph.D. |
For |
Yes |
For |
Management |
|
| 2 |
Ratify |
|
|
|
|
| the appointment of Ernst & Young LLP as our independent registered public |
|
|
|
|
|
| accountants for the fiscal year ending January 2, 2011 |
For |
Yes |
For |
Management |
|
SEQ.=1,FOLIO='',FILE='C:\JMS\105933\10-13814-1\task4259767\13814-1-bi-03.htm',USER='105933',CD='Sep 1 00:46 2010'
| 46120E602 — Meeting Date: |
4/21/2010 |
| Record Date: |
2/22/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Alan J. Levy |
Yes |
For |
Yes |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Eric H. Halvorson |
Yes |
For |
Yes |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Amal M. Johnson |
Yes |
For |
Yes |
Management |
|
| 2 |
To |
|
|
|
|
| approve the companys 2010 incentive award plan |
Yes |
For |
Yes |
Management |
|
| 4.78E+08 — Meeting Date: |
4/22/2010 |
| Record Date: |
2/22/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Mary Sue Coleman |
Yes |
For |
Yes |
Management |
|
| 1 |
Elect |
|
|
|
|
| director James G. Cullen |
Yes |
For |
Yes |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Micheal M.E. Johns |
Yes |
For |
Yes |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Susan L. Lindquist |
Yes |
For |
Yes |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Anne E. Mulcahy |
Yes |
For |
Yes |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Leo F. Mullin |
Yes |
For |
Yes |
Management |
|
| 1 |
Elect |
|
|
|
|
| director William D. Perez |
Yes |
For |
Yes |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Charles Prince |
Yes |
For |
Yes |
Management |
|
| 1 |
Elect |
|
|
|
|
| director David Satcher |
Yes |
For |
Yes |
Management |
|
| 2 |
Ratification |
|
|
|
|
| of appointment of PricewaterhouseCoopers LLP as independent registered public |
|
|
|
|
|
| accounting firm for 2010 |
Yes |
For |
Yes |
Management |
|
| 3 |
Advisory |
|
|
|
|
| vote on executive compensation |
Against |
Yes |
For |
Stockholder |
|
| 4 |
Special |
|
|
|
|
| shareowner meeting |
Against |
Yes |
Against |
Stockholder |
|
| N/A N/A |
Labcyte Inc. |
| Action by Written Consent: |
10/1/2009 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Approval |
|
|
|
|
| of the loan agreement |
For |
Yes |
For |
Management |
|
| 2 |
Approval |
|
|
|
|
| of issuance of the warrant |
For |
Yes |
For |
Management |
|
| 3 |
Approval |
|
|
|
|
| of waiver of right of first offer |
For |
Yes |
For |
Management |
|
| 4 |
Omnibus |
|
|
|
|
| resolution |
For |
Yes |
For |
Management |
|
| 50540R409 — Meeting Date: |
5/12/2010 |
| Record Date: |
3/15/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Thomas P. MacMahon |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Kerrii B. Anderson |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Jean-Luc Belingard |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director David P. King |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Wendy E. Lane |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Robert E. Mittelstaedt, Jr. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Arthur H. Rubenstein, Mbbch |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director M. Keith Weikel, Ph.D. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director R. Sanders Williams, MD |
For |
Yes |
For |
Management |
|
| 2 |
Ratification |
|
|
|
|
| of the appointment of PricewaterhouseCoopers LLP as the companys independent |
|
|
|
|
|
| registered public accounting firm for 2010 |
For |
Yes |
For |
Management |
|
| 53217V109 — Meeting Date: |
4/29/2010 |
| Record Date: |
3/1/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director George F. Adam, Jr. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Raymond V. Dittamore |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Arnold J. Levine, Ph.D. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Bradley G. Lorimier |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director David D. UPrichard, Ph.D. |
For |
Yes |
For |
Management |
|
| 2 |
Ratification |
|
|
|
|
| of the appointment of Ernst & Young LLP as independent auditors of the |
|
|
|
|
|
| company for fiscal year 2010 |
For |
Yes |
For |
Management |
|
| 3 |
Adoption |
|
|
|
|
| of an amendment to the restated certificate of incorporation of the company |
|
|
|
|
|
| (adopt majority voting for uncontested elections of directors) |
For |
Yes |
Against |
Management |
|
| 4 |
Adoption |
|
|
|
|
| of amendments to the restated certificate of incorporation of the company |
|
|
|
|
|
| (eliminate supermajority provisions) |
For |
Yes |
Against |
Management |
|
| 5 |
Adoption |
|
|
|
|
| of amendments to the bylaws of the company (adopt majority voting for |
|
|
|
|
|
| uncontested elections of directors) |
For |
Yes |
Against |
Management |
|
| 6 |
Adoption |
|
|
|
|
| of an amendment to the bylaws of the company (eliminate supermajority |
|
|
|
|
|
| provisions) |
For |
Yes |
Against |
Management |
|
| 7 |
Adoption |
|
|
|
|
| of the companys 2010 incentive compensation plan |
For |
Yes |
Against |
Management |
|
| 572901106 — Meeting Date: |
3/18/2010 |
| Record Date: |
1/19/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Harry J. DAndrea |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director James R. Beery |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Michael G. Devine |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Steve Dubin |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Robert J. Flanagan |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Polly B. Kawalek |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Jerome C. Keller |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Douglas J. Macmaster, Jr. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Robert H. Mayer |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director David M. Pernock |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Eugene H. Rotberg |
For |
Yes |
For |
Management |
|
| 2 |
To |
|
|
|
|
| ratify the appointment of Ernst & Young LLP as the companys |
|
|
|
|
|
| independent registered public accounting firm for the fiscal year 2010 |
For |
Yes |
For |
Management |
|
SEQ.=1,FOLIO='',FILE='C:\JMS\105933\10-13814-1\task4259767\13814-1-bi-03.htm',USER='105933',CD='Sep 1 00:46 2010'
| 574795100 — Meeting Date: |
6/2/2010 |
| Record Date: |
4/15/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Joe Kiani |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Jack Lasersohn |
For |
Yes |
For |
Management |
|
| 2 |
To |
|
|
|
|
| ratify the selection of Grant Thornton LLP as the companys independent auditors |
|
|
|
|
|
| for fiscal year 2010 |
For |
Yes |
For |
Management |
|
| 58405U102 — Meeting Date: |
5/12/2010 |
| Record Date: |
3/15/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Howard W. Barker, Jr. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director John L. Cassis |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Michael Goldstein |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Charles M. Lillis |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Myrtle S. Potter |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director William L. Roper |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director David B. Snow, Jr. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director David D. Stevens |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Blenda J. Wilson |
For |
Yes |
For |
Management |
|
| 2 |
Ratification |
|
|
|
|
| of the appointment of PricewaterhouseCoopers LLP as the independent |
|
|
|
|
|
| registered public accounting firm of the company for the 2010 fiscal year |
For |
Yes |
For |
Management |
|
| 3 |
Approval |
|
|
|
|
| of an Amendment to the certificate of incorporation to permit shareholders to |
|
|
|
|
|
| call special meetings |
For |
Yes |
For |
Management |
|
| 628530107 — Meeting Date: |
5/14/2010 |
| Record Date: |
3/25/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Mark W. Parrish |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Robert J. Coury |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Wendy Cameron |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Neil Dimick, CPA |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Doug Leech, CPA |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Joseph C. Maroon, MD |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Rodney L. Piatt, CPA |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director C.B. Todd |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director R.L. Vanderveen, Ph.D. R.Ph. |
For |
Yes |
For |
Management |
|
| 2 |
Ratify |
|
|
|
|
| the appointment of Deloitte & Touche LLP as our independent |
|
|
|
|
|
| registered public accounting firm |
For |
Yes |
For |
Stockholder |
|
| 3 |
Shareholder |
|
|
|
|
| proposal-advisory (non-binding) vote on executive compensation |
Against |
Yes |
For |
Stockholder |
|
| 4 |
Shareholder |
|
|
|
|
| proposal- retention of executive equity compensation |
Against |
Yes |
Against |
Stockholder |
|
| 62855J104 — Meeting Date: |
11/5/2009 |
| Record Date: |
9/15/2009 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director John T. Henderson, MD |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director S. Louise Phantiel |
For |
Yes |
For |
Management |
|
| 2 |
Proposal |
|
|
|
|
| to amend the 2003 employee, director and consutant stock option plan to |
|
|
|
|
|
| increase the number of shares of common stock available for issuance thereunder |
|
|
|
|
|
| by 3,000,000 shares |
For |
Yes |
For |
Management |
|
| 3 |
Proposal |
|
|
|
|
| to ratify the appointment of Ernst & Young LLP as the companys independent |
|
|
|
|
|
| registered public accounting firm for the fiscal year ending June 30, 2010 |
For |
Yes |
For |
Management |
|
| N/A N/A |
Palyon Medical Corporation |
| Action by Written Consent: |
8/26/2009 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Authorization |
|
|
|
|
| of amended and restated certificate of incorporation |
For |
Yes |
For |
Management |
|
| N/A N/A |
Palyon Medical Corporation |
| Action by Written Consent: |
5/10/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Board |
|
|
|
|
| of directors appointments and designations |
For |
Yes |
For |
Management |
|
SEQ.=1,FOLIO='',FILE='C:\JMS\105933\10-13814-1\task4259767\13814-1-bi-03.htm',USER='105933',CD='Sep 1 00:46 2010'
| 709754105 — Meeting Date: |
6/22/2010 |
| Record Date: |
4/30/2010 |
| # |
Proposal |
Opposition Rec. |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Roderick Wong M.D. |
For |
Yes |
For |
Opposition |
|
| 1 |
Elect |
|
|
|
|
| director Saiid Zarrabian |
For |
Yes |
For |
Opposition |
|
| 1 |
Elect |
|
|
|
|
| director John G. Lemkey |
For |
Withheld |
None |
Opposition |
|
| 2 |
Ratification |
|
|
|
|
| of the appointment of Ernst & Young LLP as the independent Public |
|
|
|
|
|
| Accountants of the company for the fiscal year ending December 31, 2010 |
For |
Yes |
For |
Opposition |
|
| 709754105 — Meeting Date: |
6/22/2010 |
| Record Date: |
4/30/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Christopher M. Bianchi |
For |
No |
None |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Paul E. Freidman |
For |
No |
None |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Jennifer L. Good |
For |
No |
None |
Management |
|
| 2 |
Ratification |
|
|
|
|
| of the appointment of Ernst & Young LLP as the independent Public |
|
|
|
|
|
| Accountants of the company for the fiscal year ending December 31, 2010 |
For |
No |
None |
Management |
|
| 714046109 — Meeting Date: |
4/27/2010 |
| Record Date: |
3/1/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Robert F. Friel |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Nicholas A. Lopardo |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Alexis P. Michas |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director James C. Mullen |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Dr. Vicki L. Sato |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Gabriel Schmergel |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Kenton J. Sicchitano |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Patrick J. Sullivan |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director G. Robert Tod |
For |
Yes |
For |
Management |
|
| 2 |
To |
|
|
|
|
| ratify the appointment of Deloitte & Touche LLP as Perkinelmers independent |
|
|
|
|
|
| auditors for the current fiscal year |
For |
Yes |
For |
Management |
|
| 714290130 — Meeting Date: |
10/29/2009 |
| Record Date: |
9/4/2009 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Gary M. Cohen |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director David T. Gibbons |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Ran Gottfried |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Ellen R. Hoffing |
For |
Yes |
For |
Management |
|
| 2 |
Ratification |
|
|
|
|
| of the appointment of Ernst & Young LLP as the independent Public |
|
|
|
|
|
| Accountants of the company for the fiscal year 2010 |
For |
Yes |
For |
Management |
|
| 717081103 — Meeting Date: |
4/22/2010 |
| Record Date: |
2/23/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Dennis A. Ausiello |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Michael S. Brown |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director M. Anthony Burns |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Robert N. Burt |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director W. Don Cornwell |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Frances D. Fergusson |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director William H. Gray, III |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Constance J. Horner |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director James M. Kilts |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Jeffrey B. Kindler |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director George A. Lorch |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director John P. Mascotte |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Suzanne Nora Johnson |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Stephen W. Sanger |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director William C. Steere, Jr. |
For |
Yes |
For |
Management |
|
| 2 |
Proposal |
|
|
|
|
| to ratify the selection of KPMG LLP as independent registered public accounting |
|
|
|
|
|
| firm for 2010 |
For |
Yes |
For |
Management |
|
| 3 |
Adviosry |
|
|
|
|
| vote on executive compensation |
For |
Yes |
For |
Management |
|
| 4 |
Approval |
|
|
|
|
| of by-law amendment to reduce the percentage of shares required |
For |
Yes |
For |
Management |
|
|
for |
|
|
|
|
| shareholders to call special meetings |
For |
Yes |
For |
Management |
|
| 5 |
Shareholder |
|
|
|
|
| proposal regarding stock options |
Against |
Yes |
Against |
Stockholder |
|
SEQ.=1,FOLIO='',FILE='C:\JMS\105933\10-13814-1\task4259767\13814-1-bi-03.htm',USER='105933',CD='Sep 1 00:46 2010'
| 717124101 — Meeting Date: |
5/20/2010 |
| Record Date: |
3/19/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Stuart Bondurant, Ph.D. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Frederic N. Eshelman |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Frederick Frank |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director General David L. Grange |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Catherine M. Klema |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Terry Magnuson, Ph.D. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Ernest Mario, Ph.D. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director John A. McNeill, Jr. |
For |
Yes |
For |
Management |
|
| 2 |
Ratification |
|
|
|
|
| of the appointment of Deloitte & Touche LLP as the companys independent |
|
|
|
|
|
| registered public accounting firm for the year ending December 31, 2010 |
For |
Yes |
For |
Management |
|
| 3 |
In |
|
|
|
|
| their discretion, the proxies are authorized to vote upon such other matters as |
|
|
|
|
|
| may properly come before the annual meeting |
For |
Yes |
For |
Management |
|
| 82481R106 — Meeting Date: |
4/27/2010 |
| Record Date: |
3/23/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
To |
|
|
|
|
| receive the companys accounts for the year ended December 31, 2009 |
For |
Yes |
For |
Management |
|
| 2 |
To |
|
|
|
|
| approve the directors remuneration report for the year ended December 31, |
|
|
|
|
|
| 2009 |
For |
Yes |
For |
Management |
|
| 3 |
Elect |
|
|
|
|
| director Mr. David Stout |
For |
Yes |
For |
Management |
|
| 4 |
Elect |
|
|
|
|
| director Mr. William Burns |
For |
Yes |
For |
Management |
|
| 5 |
To |
|
|
|
|
| re-appoint Deloitee LLP as auditors of the company to hold office from the conclusion of the meeting to the |
|
|
|
|
|
| conclusion of the annual general meeting of the company to be held in 2011 |
For |
Yes |
For |
Management |
|
| 6 |
To |
|
|
|
|
| authorize the audit, compliance & risk committee of the board to |
|
|
|
|
|
| determine the remuneration of the auditors |
For |
Yes |
For |
Management |
|
| 7 |
To |
|
|
|
|
| resolve that the authority to allot relevant securities (as defined in the companys articles of association) conferred |
|
|
|
|
|
| on the directors by article 10 paragraph |
|
|
|
|
|
| (B) of the companys articles of association be renewed and for this purpose |
|
|
|
|
|
| the authorized allotment amount |
For |
Yes |
For |
Management |
|
| 8 |
To |
|
|
|
|
| approve the proposed amendments (summarized in the explanatory notes to this |
|
|
|
|
|
| notice) to the Shire portfolio share plan and to authorize the directors to |
|
|
|
|
|
| do all such things as may be necessary to carry the same into effect |
For |
Yes |
For |
Management |
|
| 9 |
To |
|
|
|
|
| resolve that, subject to the passing of the previous resolution, the |
|
|
|
|
|
| authority to allot equity securities (as defined in the companys articles of |
|
|
|
|
|
| association) wholly for cash, conferred on the directors by article 10 |
|
|
|
|
|
| paragraph (D) of the companys articles of association be renewed, all |
|
|
|
|
|
| as more fully described in the proxy |
|
|
|
|
|
| statemenet |
For |
Yes |
For |
Management |
|
| 10 |
To |
|
|
|
|
| resolve that the company be and is hereby generally and unconditionally authorized: (A) pursuant to article 57 |
|
|
|
|
|
| of the Companies (Jersey) Law 1991 to make market purchase of ordinary shares |
|
|
|
|
|
| in the capital of the company (B) pursuant to article 58A of the Companies |
|
|
|
|
|
| (Jersey) Law 1991, to hold as treasury |
|
|
|
|
|
| shares any ordinary shares purchased pursuant to the authority conferred by paragraph (A) of this resolution |
For |
Yes |
For |
Management |
|
| 863667101 — Meeting Date: |
4/27/2010 |
| Record Date: |
3/1/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Howard E. Cox, Jr. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Srikant M. Datar |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Donald M. Engelman |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Louise L. Francesconi |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Howard L. Lance |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Stephen P. Macmillan |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director William U. Parfet |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Ronda E. Stryker |
For |
Yes |
For |
Management |
|
| 2 |
Ratification |
|
|
|
|
| of the appointment of Ernst & Young LLP as our independent registered |
|
|
|
|
|
| public accounting firm for 2010 |
For |
Yes |
For |
Management |
|
| N/A
N/A | TargeGen Inc. |
| --- | --- |
| Action
by Written Consent: | 11/25/2009 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Approval of amended and restated certificate of |
|
|
|
|
| incorporation |
For |
Yes |
For |
Management |
|
| 2 |
Approval of amendments to amended and restated |
|
|
|
|
| investor rights agreement and amended and restated right of the first refusal |
|
|
|
|
|
| and co-sale agreement |
For |
Yes |
For |
Management |
|
| 3 |
General authority |
For |
Yes |
For |
Management |
| N/A
N/A | TargeGen Inc. |
| --- | --- |
| Action
by Written Consent: | 6/25/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Approval of amendment to merger agreement |
For |
Yes |
For |
Management |
| 2 |
Approval of amendments to amended and restated |
|
|
|
|
| investor rights agreement and amended and restated right of the first refusal |
|
|
|
|
|
| and co-sale agreement |
For |
Yes |
For |
Management |
|
| 3 |
General authority |
For |
Yes |
For |
Management |
SEQ.=1,FOLIO='',FILE='C:\JMS\kgiri\10-13814-1\task4259871\13814-1-bi-05.htm',USER='105348',CD='Sep 1 02:05 2010'
| 881624209 — Meeting Date: |
6/29/2010 |
| Record Date: |
5/24/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
To |
|
|
|
|
| approve the board of directors recommendation that the cash dividend for year |
|
|
|
|
|
| ended December 31, 2009, which was paid in four installments and aggregated |
|
|
|
|
|
| NIS 2.50 (approximately $0.642, according to the applicable exchange rates) |
|
|
|
|
|
| per ordinary share (or ADS), be delcared final |
For |
Yes |
For |
Management |
|
| 2 |
Elect |
|
|
|
|
| director Mr. Abraham E. Cohen |
For |
Yes |
For |
Management |
|
| 2 |
Elect |
|
|
|
|
| director Mr. Amir Elstein |
For |
Yes |
For |
Management |
|
| 2 |
Elect |
|
|
|
|
| director Prof. Elon Kohlberg |
For |
Yes |
For |
Management |
|
| 2 |
Elect |
|
|
|
|
| director Prof. Moshe Many |
For |
Yes |
For |
Management |
|
| 2 |
Elect |
|
|
|
|
| director Mr. Dan Propper |
For |
Yes |
For |
Management |
|
| 3 |
To |
|
|
|
|
| appoint Kesselman & Kesselman, a member of PricewaterhouseCoopers International |
|
|
|
|
|
| Ltd., as the companys independent registered public accounting firm until |
|
|
|
|
|
| the 2011 annual meeting of shareholders and to authorize the board of |
|
|
|
|
|
| directors to determine their compensation provided such compensation is also |
|
|
|
|
|
| approved by the audit committee |
For |
Yes |
For |
Management |
|
| 4 |
To |
|
|
|
|
| approve the companys 2010 long-term equity-based incentive plan |
For |
Yes |
For |
Management |
|
| 5 |
Approve |
|
|
|
|
| remuneration of Dr. Phillip Frost, in his capacity as chairman of the |
|
|
|
|
|
| board, effective as of March 9, 2010, in the amount of nis equivalent of |
|
|
|
|
|
| USD 385,702 (as of March 9, 2010) per annum, plus vat (as applicable), |
|
|
|
|
|
| as adjusted by the Israeli consumer price index (in addition to per meeting |
|
|
|
|
|
| fees paid to directors), provision to Dr. Frost, in his capacity as |
|
|
|
|
|
| chairman of the board, of an office and secretarial services, and, effective |
|
|
|
|
|
| as of February 15, 2010, all as more fully, described in the proxy |
|
|
|
|
|
| statement |
For |
Yes |
For |
Management |
|
| 5 |
Approve |
|
|
|
|
| remuneration of Prof. Moshe Many, in his capacity as vice chairman of the |
|
|
|
|
|
| board, effective as of March 9, 2010, in the amount of nis equivalent of |
|
|
|
|
|
| USD 150,000 (as of March 9, 2010) per annum, plus vat (as applicable), |
|
|
|
|
|
| as adjusted by the Israeli consumer price index (in addition to per meeting |
|
|
|
|
|
| fees paid to directors), provision to Prof. Many, in his capacity as vice |
|
|
|
|
|
| chairman of the board, of an office and secretarial services |
For |
Yes |
For |
Management |
|
| 5 |
Approve |
|
|
|
|
| remuneration of Prof. Roger Kornberg, in his capacity as a director of Teva, |
|
|
|
|
|
| effective as of March 10, 2010, in the amount of nis equivalent of USD |
|
|
|
|
|
| 150,000 (as of March 10, 2010) per annum, plus vat (as applicable), as adjusted |
|
|
|
|
|
| by the Israeli consumer price index (in addition to per meeting fees paid to |
|
|
|
|
|
| directors) |
For |
Yes |
For |
Management |
|
| 6 |
To |
|
|
|
|
| approve an increase in the registered share capital of the company by nis 100,000,000 |
|
|
|
|
|
| to a total of nis 250,000,000 by the creation of 1,000,000,000 additional |
|
|
|
|
|
| ordinary shares of par value nis 0.1 each, and the amendment of the companys |
|
|
|
|
|
| incorporation documents accordingly |
For |
Yes |
For |
Management |
|
| 91307C102 — Meeting Date: |
6/28/2010 |
| Record Date: |
4/29/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Christopher Causey |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Richard Giltner |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director R. Paul Gray |
For |
Yes |
For |
Management |
|
| 2 |
Approval |
|
|
|
|
| of the amendment to amended and restated certificate of incorporation to |
|
|
|
|
|
| increase authorized number of shares of common stock |
For |
Yes |
For |
Management |
|
| 3 |
Vote |
|
|
|
|
| to ratify Ernst & Young LLP as United Therapeutics Corporations independent registered public accounting |
|
|
|
|
|
| firm for 2010 |
For |
Yes |
For |
Management |
|
| 92532F100 — Meeting Date: |
3/17/2010 |
| Record Date: |
5/12/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| Director Joshua Boger |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| Director Joshua Boger Charles A. Sanders |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| Director Elaine S. Ullian |
For |
Yes |
For |
Management |
|
| 2 |
Approval |
|
|
|
|
| of the amendment to the amended and |
|
|
|
|
|
| restated 2006 stock and option plan the number of shares of common stock by |
|
|
|
|
|
| 12,000,000. |
For |
Yes |
For |
Management |
|
| 3 |
Vote |
|
|
|
|
| to ratify Ernst & young LLP as Vertex Pharmaceuticals registered |
|
|
|
|
|
| public accounting firm for the year ending December 31, 2010 |
For |
Yes |
For |
Management |
|
| G94368100 — Meeting Date: |
5/13/2010 |
| Record Date: |
3/16/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1A |
Elect |
|
|
|
|
| Director John O. Connaughton |
For |
Yes |
For |
Management |
|
| 1B |
Elect |
|
|
|
|
| Director Stephen P. Murray |
For |
Yes |
For |
Management |
|
| 2 |
Vote |
|
|
|
|
| to ratify PricewaterhouseCoopers LLP as Warner Chilcotts independent |
|
|
|
|
|
| registered public accounting firm for 2010 |
For |
Yes |
For |
Management |
|
SEQ.=1,FOLIO='',FILE='C:\JMS\kgiri\10-13814-1\task4259871\13814-1-bi-05.htm',USER='105348',CD='Sep 1 02:05 2010'
| 94973V107 — Meeting Date: |
5/18/2010 |
| Record Date: |
3/17/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Sheila P. Burke |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| directorGeorge A. Schaffer, Jr. |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director Jackie M. Ward |
For |
Yes |
For |
Management |
|
| 2 |
To |
|
|
|
|
| ratify the appointment of Ernst & Young LLP as the independent |
|
|
|
|
|
| registered public accounting firm for the company for 2010 |
For |
Yes |
For |
Management |
|
| 3 |
If |
|
|
|
|
| properly presented at the meeting, to vote on a shareholder proposal concerning |
|
|
|
|
|
| a feasibility study for converting to nonprofit status |
Against |
Yes |
Against |
Stockholder |
|
| 4 |
If |
|
|
|
|
| properly presented at the meeting, to vote on a shareholder proposal concerning |
|
|
|
|
|
| disclosure of lobbying expenses |
Against |
Yes |
For |
Stockholder |
|
| 5 |
If |
|
|
|
|
| properly presented at the meeting, to vote on a shareholder proposal concerning |
|
|
|
|
|
| an advisory resolution on compensation of named executive officers |
Against |
Yes |
For |
Stockholder |
|
| 6 |
If |
|
|
|
|
| properly presented at the meeting, to vote on a shareholder proposal to |
|
|
|
|
|
| change our jurisdiction of incorporation from Indiana to Delaware |
Against |
Yes |
Against |
Stockholder |
|
| 983024100 — Meeting Date: |
7/20/2009 |
| Record Date: |
6/5/2009 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Vote |
|
|
|
|
| to adopt the agreement and plan of merger, dated as of January 25, 2009 by |
|
|
|
|
|
| and among Pfizer, Inc., Wagner Acquisition Corp. and Wyeth, as it may be |
|
|
|
|
|
| amended from time to time. |
For |
Yes |
For |
Management |
|
| 2 |
Vote |
|
|
|
|
| to approve the adjournment of the meeting, if necessary, to solicit additional proxies if there are not |
|
|
|
|
|
| sufficient votes to adopt the merger agreement |
For |
Yes |
For |
Management |
|
| 3 |
Elect |
|
|
|
|
| director Robert M. Amen |
For |
Yes |
For |
Management |
|
| 3 |
Elect |
|
|
|
|
| director Michael J. Critelli |
For |
Yes |
For |
Management |
|
| 3 |
Elect |
|
|
|
|
| director Frances D. Ferguson |
For |
Yes |
For |
Management |
|
| 3 |
Elect |
|
|
|
|
| director Victor F. Ganzi |
For |
Yes |
For |
Management |
|
| 3 |
Elect |
|
|
|
|
| director Robert Langer |
For |
Yes |
For |
Management |
|
| 3 |
Elect |
|
|
|
|
| director John P. Mascotte |
For |
Yes |
For |
Management |
|
| 3 |
Elect |
|
|
|
|
| director Raymond J. McGuire |
For |
Yes |
For |
Management |
|
| 3 |
Elect |
|
|
|
|
| director Mary Lake Polan |
For |
Yes |
For |
Management |
|
| 3 |
Elect |
|
|
|
|
| director Bernard Poussot |
For |
Yes |
For |
Management |
|
| 3 |
Elect |
|
|
|
|
| director Gary L. Rogers |
For |
Yes |
For |
Management |
|
| 3 |
Elect |
|
|
|
|
| director John r. Torell III |
For |
Yes |
For |
Management |
|
| 4 |
Vote |
|
|
|
|
| to ratify PricewaterhouseCoopers LLP as Wyeths independent registered public |
|
|
|
|
|
| accounting firm for 2009 |
For |
Yes |
For |
Management |
|
| 5 |
Stockholder |
|
|
|
|
| proposal regarding reporting on Wyeths political contributions and trade |
|
|
|
|
|
| association payments |
Against |
Yes |
Against |
Stockholder |
|
| 6 |
Stockholder |
|
|
|
|
| proposal regarding special stockholder meetings |
Against |
Yes |
Against |
Stockholder |
|
| 98411C100 — Meeting Date: |
5/11/2010 |
| Record Date: |
3/24/2010 |
| # |
Proposal |
Mgt. Recommends |
Voted |
Vote Cast |
Sponsor |
| 1 |
Elect |
|
|
|
|
| director Paul L. Berns |
For |
Yes |
For |
Management |
|
| 1 |
Elect |
|
|
|
|
| director John G. Freund, M.D. |
For |
Yes |
For |
Management |
|
| 2 |
To |
|
|
|
|
| ratify the selection by the Audit Committee of the board of directors of |
|
|
|
|
|
| Ernst & Young LLP as the companys independent registered public |
|
|
|
|
|
| accoutiing firm for the fiscal year |
|
|
|
|
|
| ending December 31, 2010 |
For |
Yes |
For |
Management |
|
SEQ.=1,FOLIO='',FILE='C:\JMS\kgiri\10-13814-1\task4259871\13814-1-bi-05.htm',USER='105348',CD='Sep 1 02:05 2010'
*SIGNATURES*
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) |
|
| By |
|
| (Signature and Title)* |
|
|
(Daniel |
| R. Omstead, President) |
|
|
/s/ Daniel R. Omstead |
| Date |
8/31/10 |
*Print the name and title of each signing officer under his or her signature.
2
SEQ.=1,FOLIO='2',FILE='C:\JMS\brama\10-13814-1\task4256357\13814-1-jc.htm',USER='105435',CD='Aug 28 01:14 2010'