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 811-21969
The Gabelli Global Deal Fund
(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(Name and address of agent for service)
Registrant's telephone number, including area code: 1-800-422-3554
Date of fiscal year end: December 31
Date of reporting period: July 1, 2009 - June 30, 2010
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 (Sections 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the clearance
requirements of 44 U.S.C. Section 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2009 TO JUNE 30, 2010
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 1
The Gabelli Global Deal Fund
Investment Company Report
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DATA DOMAIN, INC.
SECURITY 23767P109 MEETING TYPE Annual
TICKER SYMBOL DDUP MEETING DATE 02-Jul-2009
ISIN US23767P1093 AGENDA 933112815 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 RONALD D. BERNAL For For
2 ANEEL BHUSRI For For
3 JEFFREY A. MILLER For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2009.
03 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME Management For For
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
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ERIKS GROUP NV
SECURITY N5103E158 MEETING TYPE ExtraOrdinary
General Meeting
TICKER SYMBOL MEETING DATE 10-Jul-2009
ISIN NL0000350387 AGENDA 702030951 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING AT THIS Non-Voting
GENERAL MEETING ARE RE-LAXED AS THERE IS A REGISTRATION
DEADLINE/RECORD DATE ASSOCIATED WITH THIS MEE-TING.
THANK YOU.
1. Opening Non-Voting
2. Announcements Non-Voting
3. Discussion of the public offer by SHV Alkmaar B.V. [the Non-Voting
'Public Offer' and the 'Offeror'] for all issued and
outstanding ordinary shares in the capital of the
Company for a cash amount of EUR 48.00 per issued and
outstanding ordinary share [the 'Bid Price'], pursuant
to Article 18 Paragraph 1 of the Public Take-over Bids
[Financial Supervision Act] Decree [Besluit openbare
biedingen Wft]-[the 'Decree']
4. Grant discharge to the Supervisory Board Management For For
5.a Appoint Mr. P. J. Kennedy as a Member of the Supervisory Management For For
Board
5.b Appoint Mr. J. J. de Rooij as a Member of the Management For For
Supervisory Board
5.c Appoint Mr. F.E. Bruneau as a Member of the Supervisory Management For For
Board
5.d Appoint Mr. S.R. Nanninga as a Member of the Supervisory Management For For
Board
6. Questions Non-Voting
7. Closing Non-Voting
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BPP HOLDINGS PLC, LONDON
SECURITY G12824101 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 15-Jul-2009
ISIN GB0000698414 AGENDA 702028095 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
S.1 Approve the Scheme including: a] authorize the Directors Management For For
to take all such action as they consider necessary or
appropriate for the carrying the scheme into effect; b]
to reduce the capital and the issue of new ordinary
shares to Arc UK, a Company incorporated in England and
Wales with registered number 6920380 provided for in the
Scheme; and amend to the Articles of Association of the
Company
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BPP HOLDINGS PLC, LONDON
SECURITY G12824101 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 15-Jul-2009
ISIN GB0000698414 AGENDA 702030343 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR Non-Voting
THIS MEETING TYPE. PLE-ASE CHOOSE BETWEEN "FOR" AND
"AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE ABSTAIN-FOR
THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE
ISSUER OR ISSUERS-AGENT
1. Approve the Scheme of arrangement under Part 26 of the Management For For
Companies Act 2006 [the "Scheme"]
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 2
The Gabelli Global Deal Fund
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SUN MICROSYSTEMS, INC.
SECURITY 866810203 MEETING TYPE Special
TICKER SYMBOL JAVA MEETING DATE 16-Jul-2009
ISIN US8668102036 AGENDA 933112904 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED 4/19/09, BY AND AMONG SUN MICROSYSTEMS INC., A
DELAWARE CORPORA- TION "SUN", ORACLE CORPORATION, A
DELAWARE CORPORATION "ORACLE", AND SODA ACQUISITION
CORPORATION, A DELAWARE CORPORATION AND WHOLLY-OWNED
SUBSIDIARY OF ORACLE, AS IT MAY BE AMENDED FROM TIME TO
TIME, PURSUANT TO WHICH SUN WILL BE ACQUIRED BY ORACLE.
02 A PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING TO Management For For
A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE
INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT OR
POSTPONEMENT TO ADOPT THE AGREEMENT AND PLAN OF MERGER.
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WYETH
SECURITY 983024100 MEETING TYPE Annual
TICKER SYMBOL WYE MEETING DATE 20-Jul-2009
ISIN US9830241009 AGENDA 933114869 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 VOTE TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS Management For For
OF JANUARY 25, 2009, AMONG PFIZER INC., WAGNER
ACQUISITION CORP. AND WYETH, AS IT MAY BE AMENDED FROM
TIME TO TIME
02 VOTE TO APPROVE THE ADJOURNMENT OF THE MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT
3A ELECTION OF DIRECTOR: ROBERT M. AMEN Management For For
3B ELECTION OF DIRECTOR: MICHAEL J. CRITELLI Management For For
3C ELECTION OF DIRECTOR: FRANCES D. FERGUSSON Management For For
3D ELECTION OF DIRECTOR: VICTOR F. GANZI Management For For
3E ELECTION OF DIRECTOR: ROBERT LANGER Management For For
3F ELECTION OF DIRECTOR: JOHN P. MASCOTTE Management For For
3G ELECTION OF DIRECTOR: RAYMOND J. MCGUIRE Management For For
3H ELECTION OF DIRECTOR: MARY LAKE POLAN Management For For
3I ELECTION OF DIRECTOR: BERNARD POUSSOT Management For For
3J ELECTION OF DIRECTOR: GARY L. ROGERS Management For For
3K ELECTION OF DIRECTOR: JOHN R. TORELL III Management For For
04 VOTE TO RATIFY PRICEWATERHOUSECOOPERS LLP AS WYETH'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009
05 STOCKHOLDER PROPOSAL REGARDING REPORTING ON WYETH'S Shareholder Against For
POLITICAL CONTRIBUTIONS AND TRADE ASSOCIATION PAYMENTS
06 STOCKHOLDER PROPOSAL REGARDING SPECIAL STOCKHOLDER Shareholder Against For
MEETINGS
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NRG ENERGY, INC.
SECURITY 629377508 MEETING TYPE Contested-Annual
TICKER SYMBOL NRG MEETING DATE 21-Jul-2009
ISIN US6293775085 AGENDA 933114441 - Opposition
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 BETSY S. ATKINS For *
2 RALPH E. FAISON For *
3 COLEMAN PETERSON For *
4 THOMAS C. WAJNERT For *
02 TO EXPAND THE SIZE OF THE NRG BOARD OF DIRECTORS TO Management For *
PROVIDE FOR AN NRG BOARD OF DIRECTORS OF 19 DIVIDED INTO
THREE APPROXIMATELY EQUAL CLASSES BY AMENDING ARTICLE
III, SECTION 2 OF THE NRG AMENDED AND RESTATED BYLAWS TO
READ AS SET FORTH IN EXELON'S PROXY STATEMENT.
3A ASSUMING PROPOSAL 2 IS APPROVED, TO ELECT DONALD Management For *
DEFOSSET, JR (CLASS I) AS A DIRECTOR
3B ASSUMING PROPOSAL 2 IS APPROVED, TO ELECT RICHARD H. Management For *
KOPPES (CLASS I) AS A DIRECTOR
3C ASSUMING PROPOSAL 2 IS APPROVED, TO ELECT JOHN M. Management For *
ALBERTINE (CLASS II) AS A DIRECTOR
3D ASSUMING PROPOSAL 2 IS APPROVED, TO ELECT MARJORIE L. Management For *
BOWEN (CLASS III) AS A DIRECTOR
3E ASSUMING PROPOSAL 2 IS APPROVED, TO ELECT RALPH G. Management For *
WELLINGTON (CLASS III) AS A DIRECTOR
4 TO REPEAL ANY AMENDMENTS TO THE NRG AMENDED AND RESTATED Management For *
BYLAWS ADOPTED BY THE NRG BOARD OF DIRECTORS WITHOUT THE
APPROVAL OF THE NRG STOCKHOLDERS AFTER FEBRUARY 26, 2008
AND PRIOR TO THE EFFECTIVENESS OF THE RESOLUTION
PROPOSED IN PROPOSAL 4.
5 TO ADOPT THE NRG ENERGY, INC. AMENDED AND RESTATED Management For *
LONG-TERM INCENTIVE PLAN.
6 TO ADOPT THE NRG ENERGY, INC. AMENDED AND RESTATED Management For *
ANNUAL INCENTIVE PLAN FOR DESIGNATED CORPORATE OFFICERS.
7 TO APPROVE THE AMENDMENT TO ARTICLE SIX OF THE AMENDED Management For *
AND RESTATED CERTIFICATE OF INCORPORATION AMENDING THE
VOTING STANDARD FOR UNCONTESTED DIRECTOR ELECTIONS TO
PROVIDE FOR MAJORITY VOTING.
8 TO RATIFY THE APPOINTMENT OF KPMG LLP AS NRG'S Management For *
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
9 TO APPROVE A STOCKHOLDER'S PROPOSAL TO PREPARE A REPORT Management Abstain *
DESCRIBING THE IMPACT OF NRG'S INVOLVEMENT WITH THE
CARBON PRINCIPLES ON THE ENVIRONMENT.
* MANAGEMENT POSITION UNKNOWN
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 3
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
BORLAND SOFTWARE CORPORATION
SECURITY 099849101 MEETING TYPE Special
TICKER SYMBOL BORL MEETING DATE 22-Jul-2009
ISIN US0998491015 AGENDA 933115708 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 5, 2009,
AS AMENDED BY THE AMENDMENT TO AGREEMENT AND PLAN OF
MERGER, DATED JUNE 17, 2009, AND THE SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER, DATED JUNE 30, 2009, AMONG
BORLAND SOFTWARE CORPORATION, BENTLEY MERGER SUB, INC.,
MICRO FOCUS INTERNATIONAL PLC, AND MICRO FOCUS (US),
INC. (THE "MERGER AGREEMENT") AND APPROVE THE MERGER
PROVIDED FOR IN THE MERGER AGREEMENT.
02 TO VOTE TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO Management For For
SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE
MERGER AGREEMENT AND APPROVE THE MERGER PROVIDED FOR IN
THE MERGER AGREEMENT.
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ENTRUST, INC.
SECURITY 293848107 MEETING TYPE Special
TICKER SYMBOL ENTU MEETING DATE 28-Jul-2009
ISIN US2938481072 AGENDA 933093964 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO APPROVE THE MERGER OF ENTRUST, INC. SUBSTANTIALLY AS Management For For
SET FORTH IN THE AGREEMENT AND PLAN OF MERGER (THE
"MERGER AGREEMENT"), DATED AS OF APRIL 12, 2009, BY AND
AMONG HAC HOLDINGS, INC., A DELAWARE CORPORATION, HAC
ACQUISITION CORPORATION, A MARYLAND CORPORATION, AND
ENTRUST, INC.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
MEETING TO APPROVE THE MERGER OF ENTRUST, INC.
SUBSTANTIALLY AS SET FORTH IN THE MERGER AGREEMENT.
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SOAPSTONE NETWORKS INC
SECURITY 833570104 MEETING TYPE Annual
TICKER SYMBOL SOAP MEETING DATE 28-Jul-2009
ISIN US8335701046 AGENDA 933120569 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO APPROVE THE LIQUIDATION AND DISSOLUTION OF THE Management For For
COMPANY PURSUANT TO A PLAN OF LIQUIDATION AND
DISSOLUTION IN THE FORM ATTACHED TO THE ACCOMPANYING
PROXY STATEMENT AS APPENDIX A.
02 TO GRANT DISCRETIONARY AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO ADJOURN THE ANNUAL MEETING, EVEN IF A
QUORUM IS PRESENT, TO SOLICIT ADDITIONAL PROXIES IN THE
EVENT THAT THERE ARE INSUFFICIENT SHARES PRESENT IN
PERSON OR BY PROXY VOTING IN FAVOR OF THE LIQUIDATION
AND DISSOLUTION OF THE COMPANY PURSUANT TO A PLAN OF
LIQUIDATION AND DISSOLUTION.
03 TO ELECT THE ONE NOMINEE NAMED HEREIN TO THE BOARD OF Management For For
DIRECTORS TO SERVE FOR A THREE-YEAR TERM AS A CLASS III
DIRECTOR OR UNTIL HIS SUCCESSOR IS DULY ELECTED AND
QUALIFIED.
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MGM MIRAGE
SECURITY 552953101 MEETING TYPE Annual
TICKER SYMBOL MGM MEETING DATE 04-Aug-2009
ISIN US5529531015 AGENDA 933116015 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 ROBERT H. BALDWIN For For
2 WILLIE D. DAVIS For For
3 KENNY C. GUINN For For
4 ALEXANDER M. HAIG, JR For For
5 ALEXIS M. HERMAN For For
6 ROLAND HERNANDEZ For For
7 GARY N. JACOBS For For
8 KIRK KERKORIAN For For
9 ANTHONY MANDEKIC For For
10 ROSE MCKINNEY-JAMES For For
11 JAMES J. MURREN For For
12 DANIEL J. TAYLOR For For
13 MELVIN B. WOLZINGER For For
02 TO RATIFY THE SELECTION OF THE INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
2009.
03 TO CONSIDER A STOCKHOLDER PROPOSAL IF PRESENTED AT THE Shareholder For
ANNUAL MEETING.
04 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME Management For
BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 4
The Gabelli Global Deal Fund
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SCHERING-PLOUGH CORPORATION
SECURITY 806605101 MEETING TYPE Special
TICKER SYMBOL SGP MEETING DATE 07-Aug-2009
ISIN US8066051017 AGENDA 933118540 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
MARCH 8, 2009, BY AND AMONG MERCK & CO., INC.,
SCHERING-PLOUGH CORPORATION, SP MERGER SUBSIDIARY ONE,
INC., AND SP MERGER SUBSIDIARY TWO, INC., AS IT MAY BE
AMENDED (THE "MERGER AGREEMENT") AND THE ISSUANCE OF
SHARES OF COMMON STOCK IN THE MERGER CONTEMPLATED BY THE
MERGER AGREEMENT.
02 APPROVE ANY ADJOURNMENT OF THE SCHERING-PLOUGH SPECIAL Management For For
MEETING (INCLUDING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE
MERGER AGREEMENT AND THE ISSUANCE OF SHARES OF COMMON
STOCK IN THE MERGER).
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CAVALIER HOMES, INC.
SECURITY 149507105 MEETING TYPE Special
TICKER SYMBOL CAV MEETING DATE 13-Aug-2009
ISIN US1495071052 AGENDA 933123654 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JUNE 14, 2009, AS AMENDED FROM TIME TO TIME,
BY AND AMONG SOUTHERN ENERGY HOMES, INC., T MERGER SUB,
INC. AND CAVALIER HOMES, INC.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT
THE TIME OF THE SPECIAL MEETING TO ADOPT THE AGREEMENT
AND PLAN OF MERGER.
03 TO CONSIDER AND ACT UPON SUCH OTHER MATTERS AS MAY Management For For
PROPERLY COME BEFORE THE SPECIAL MEETING.
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CENTEX CORPORATION
SECURITY 152312104 MEETING TYPE Special
TICKER SYMBOL CTX MEETING DATE 18-Aug-2009
ISIN US1523121044 AGENDA 933124339 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE THE Management For For
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 7, 2009,
BY AND AMONG PULTE HOMES, INC., A WHOLLY-OWNED
SUBSIDIARY OF PULTE AND CENTEX.
02 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADJOURN THE Management For For
SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF
THE FOREGOING.
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ACXIOM CORPORATION
SECURITY 005125109 MEETING TYPE Annual
TICKER SYMBOL ACXM MEETING DATE 19-Aug-2009
ISIN US0051251090 AGENDA 933117409 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1A ELECTION OF DIRECTOR: MICHAEL J. DURHAM Management For For
1B ELECTION OF DIRECTOR: ANN DIE HASSELMO, PH.D. Management For For
1C ELECTION OF DIRECTOR: WILLIAM J. HENDERSON Management For For
1D ELECTION OF DIRECTOR: JOHN A. MEYER Management For For
2 RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTANT.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 5
The Gabelli Global Deal Fund
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AXSYS TECHNOLOGIES, INC.
SECURITY 054615109 MEETING TYPE Special
TICKER SYMBOL AXYS MEETING DATE 01-Sep-2009
ISIN US0546151095 AGENDA 933129846 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS Management For For
OF JUNE 4, 2009, AMONG AXSYS TECHNOLOGIES, INC., GENERAL
DYNAMICS ADVANCED INFORMATION SYSTEMS, INC. AND VISION
MERGER SUB, INC.
02 APPROVAL OF ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES.
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CHINA HUIYUAN JUICE GROUP LTD
SECURITY G21123107 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 04-Sep-2009
ISIN KYG211231074 AGENDA 702072303 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1. Approve that, the Supplemental Raw Materials Purchase Management For For
and Recyclable Containers Sales Agreement and the
proposed revised annual monetary caps contemplated
thereunder; and authorize any Director of the Company to
do all such acts and things, execute all such documents
and take all such steps which he/she deems necessary,
desirable or expedient to implement and/or give effect
to the terms of and the transactions contemplated under
the Supplemental Raw Materials Purchase and Recyclable
Containers Sales Agreement
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FIBERNET TELECOM GROUP, INC.
SECURITY 315653402 MEETING TYPE Special
TICKER SYMBOL FTGX MEETING DATE 09-Sep-2009
ISIN US3156534022 AGENDA 933131459 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, AMONG Management For For
FIBERNET, ZAYO GROUP, LLC, A DELAWARE LIMITED LIABILITY
COMPANY, AND ZAYO MERGER SUB, INC., A DELAWARE
CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF ZAYO GROUP,
LLC, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME,
PURSUANT TO WHICH ZAYO MERGER SUB, INC. WILL MERGE WITH
AND INTO FIBERNET.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE PROPOSAL #1, PROPOSAL TO
ADOPT THE MERGER AGREEMENT.
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LION NATHAN LTD
SECURITY Q5585K109 MEETING TYPE Scheme Meeting
TICKER SYMBOL MEETING DATE 17-Sep-2009
ISIN AU000000LNN6 AGENDA 702064483 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1. Approve, in accordance with the provisions of Section Management For For
411 of the Corporation Act 2001[Cwith], the arrangement
proposed between Lion Nathan Limited [Lion Nathan] and
the holders its fully paid ordinary shares[scheme][other
than Kirin Holdings Company Limited and its Related
Bodies Corporate] as specified and the authorize the
Board of Director of Lion Nathan to agree to such
alteration or conditions as are thought fit by the Court
implement the scheme with any such modification or
conditions, subject to the approval of the Scheme by the
Court
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D&E COMMUNICATIONS, INC.
SECURITY 232860106 MEETING TYPE Special
TICKER SYMBOL DECC MEETING DATE 24-Sep-2009
ISIN US2328601065 AGENDA 933133946 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MAY 10, 2009, BY AND AMONG
WINDSTREAM CORPORATION, DELTA MERGER SUB, INC., A WHOLLY
OWNED SUBSIDIARY OF WINDSTREAM, AND D&E COMMUNICATIONS,
INC.
02 PROPOSAL TO GRANT DISCRETIONARY AUTHORITY TO ADJOURN THE Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF
THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTING THE
AGREEMENT AND PLAN OF MERGER.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 6
The Gabelli Global Deal Fund
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AS EESTI TELEKOM
SECURITY X1898V108 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 01-Oct-2009
ISIN EE3100007220 AGENDA 702100241 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1. Approve, the Supervisory Council, after consideration of Management For For
the financial condition of Eesti Telekom Group, proposes
to additionally distribute consolidated retained
earnings of the Eesti Telekom Group as of the end of the
year 2008, EEK 2,413,843 thousand, attributable to the
equity holders of the parent Company of the Group, less
1,448,523 thousand already paid as dividend, totalling
EEK 965,320 thousand as follows: to distribute among the
shareholders and pay to the shareholders as dividends
EEK 964,302 thousand, i.e. EEK 6.99 per share, based on
a total of 137,954,528 shares entitled to dividends
2. Approve, the Supervisory Council proposes a dividend Management For For
policy of AS Eesti Telekom for the fiscal years 2009,
2010 and 2011 in line with the current practice, whereby
the dividend payable in accordance with the law in 2010,
2011 and 2012 shall be equal to 100% of accumulated net
income of the preceding year
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SPSS INC.
SECURITY 78462K102 MEETING TYPE Special
TICKER SYMBOL SPSS MEETING DATE 02-Oct-2009
ISIN US78462K1025 AGENDA 933142616 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 27, 2009, BY AND AMONG SPSS INC.,
INTERNATIONAL BUSINESS MACHINES CORPORATION AND
PIPESTONE ACQUISITION CORP. (THE "MERGER AGREEMENT").
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING TO SOLICIT Management For For
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT
THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER
AGREEMENT.
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VARIAN, INC.
SECURITY 922206107 MEETING TYPE Special
TICKER SYMBOL VARI MEETING DATE 05-Oct-2009
ISIN US9222061072 AGENDA 933134188 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 26, 2009, Management For For
AMONG AGILENT TECHNOLOGIES, INC., A DELAWARE CORPORATION
("AGILENT"), COBALT ACQUISITION CORP., A DELAWARE
CORPORATION AND WHOLLY OWNED SUBSIDIARY OF AGILENT, AND
VARIAN, INC., A DELAWARE CORPORATION ("VARIAN"), AS IT
MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH
VARIAN WILL BE ACQUIRED BY AGILENT.
02 A PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING TO Management For For
A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE
INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT OR
POSTPONEMENT TO ADOPT THE AGREEMENT AND PLAN OF MERGER.
--------------------------------------------------------------------------------
MSC.SOFTWARE CORPORATION
SECURITY 553531104 MEETING TYPE Special
TICKER SYMBOL MSCS MEETING DATE 09-Oct-2009
ISIN US5535311048 AGENDA 933138554 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 7, 2009, BY AND AMONG MSC.SOFTWARE
CORPORATION, A DELAWARE CORPORATION, MAXIMUS HOLDINGS
INC., A DELAWARE CORPORATION, AND MAXIMUS INC., A
DELAWARE CORPORATION, AS IT MAY BE AMENDED FROM TIME TO
TIME, PURSUANT TO WHICH MSC.SOFTWARE CORPORATION WILL BE
ACQUIRED BY MAXIMUS HOLDINGS INC.
02 A PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING TO Management For For
A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE
INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT OR
POSTPONEMENT TO ADOPT THE AGREEMENT AND THE PLAN OF
MERGER.
--------------------------------------------------------------------------------
TEPPCO PARTNERS, L.P.
SECURITY 872384102 MEETING TYPE Special
TICKER SYMBOL TPP MEETING DATE 23-Oct-2009
ISIN US8723841024 AGENDA 933144735 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 A PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER Management For For
DATED AS OF JUNE 28, 2009 BY AND AMONG ENTERPRISE
PRODUCTS PARTNERS L.P., ENTERPRISE PRODUCTS GP, LLC,
ENTERPRISE SUB B LLC, TEPPCO PARTNERS, L.P. AND TEXAS
EASTERN PRODUCTS PIPELINE COMPANY, LLC, AS IT MAY BE
AMENDED FROM TIME TO TIME (THE "MERGER AGREEMENT"), AND
THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT
("MERGER").
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 7
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
FORSYS METALS CORP.
SECURITY 34660G104 MEETING TYPE Annual
TICKER SYMBOL FOSYF MEETING DATE 28-Oct-2009
ISIN CA34660G1046 AGENDA 933150928 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 THE ELECTION OF THE DIRECTORS AS NOMINATED BY THE Management For For
MANAGEMENT OF THE COMPANY AS SET FORTH IN THE CIRCULAR;
02 THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
CHARTERED ACCOUNTANTS ("PWC"), TORONTO ONTARIO AS THE
AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND
AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION FOR SUCH
AUDITORS.
--------------------------------------------------------------------------------
FORSYS METALS CORP.
SECURITY 34660G104 MEETING TYPE Annual
TICKER SYMBOL FOSYF MEETING DATE 28-Oct-2009
ISIN CA34660G1046 AGENDA 933152869 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 THE ELECTION OF THE DIRECTORS AS NOMINATED BY THE Management For For
MANAGEMENT OF THE COMPANY AS SET FORTH IN THE CIRCULAR;
02 THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
CHARTERED ACCOUNTANTS ("PWC"), TORONTO ONTARIO AS THE
AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND
AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION FOR SUCH
AUDITORS.
--------------------------------------------------------------------------------
ORIGIN ENERGY LTD
SECURITY Q71610101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 30-Oct-2009
ISIN AU000000ORG5 AGENDA 702100518 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 4 Non-Voting
AND 5 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY
WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE
DISREGARDED. HENCE, IF YOU HAVE OBTAINED BENEFIT OR DO
EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR
VOTE ABSTAIN) FOR THE RELEVANT PROPOSAL ITEMS.
1. Receive the financial statements of the Company and the Non-Voting
entities it controlled-during the year for the YE 30 JUN
2009 and the reports of the Directors and t-he Auditors
thereon
2. Adopt the remuneration report of the Company and the Management For For
entities it controlled during the year for the YE 30 JUN
2009
3.1 Re-elect Trevor Bourne as a Director, who retires by Management For For
rotation
3.2 Re-elect Helen M. Nugent as a Director, who retire by Management For For
rotation
3.3 Elect John H. Akehurst as a Director, in accordance with Management For For
the Company's Constitution
3.4 Elect Karen A. Moses as a Director, in accordance with Management For For
the Company's Constitution
4. Approve that to satisfy the Company's decision to Management For For
deliver Managing Director Mr. Grant King with a long
term incentive for the YE 30 JUN 2009 and 2010 the grant
to Mr. Grant King, of: options to subscribe for fully
paid ordinary shares in the Company, at an exercise
price equal to the origin energy market price and
performance shares rights to subscribe for fully paid
ordinary shares in the Company [in equal proportions by
value as determined on 02 NOV 2009 and to a total value
equal to Mr. King's long term incentive entitlement for
the 2008-09 FY] and the allotment to Mr. Grant King of
fully paid ordinary shares in the Company pursuant to
the valid exercise of those options and performance
share rights; and a) options to subscribe for fully paid
ordinary shares in the Company, at an exercise price
equal to the origin energy market price and performance
shares rights to subscribe for fully paid ordinary
shares in the Company [in equal proportions by value as
determined on 01 SEP 2010 and to the total value of Mr.
King's long term incentive entitlement for the 2009-10
FY] and the allotment to Mr. Grant King of fully paid
ordinary shares in the Company pursuant to the valid
exercise of those options and performance share rights;
or b) performance share rights to subscribe for fully
paid ordinary shares in the Company [to a total value,
as determined on 01 SEP 2010, equal to Mr. King's long
term incentive entitlement for the 2009-10 FY] and the
allotment to Mr. Grant King of fully paid ordinary
shares in the Company pursuant to the valid exercise of
those performance share rights; in each case on the
terms as specified
5. Approve that to satisfy the Company's decision to Management For For
deliver Executive Director Ms. Karen Moses with a long
term incentive for the YE 30 JUN 2009 and 2010, the
grant to Ms. Moses, of: options to subscribe for fully
paid ordinary shares in the Company, at an exercise
price equal to the origin energy market price and
performance shares rights to subscribe for fully paid
ordinary shares in the Company [in equal proportions by
value as determined on 02 NOV 2009 and to a total value
equal to Ms. Karen Moses' long term incentive
entitlement for the 2008-09 FY] and the allotment to Ms.
Karen Moses of fully paid ordinary shares in the Company
pursuant to the valid exercise of those Options and
Performance Share Rights; and a) options to subscribe
for fully paid ordinary shares in the Company, at an
exercise price equal to the origin energy market price
and performance shares rights to subscribe for fully
paid ordinary shares in the Company [in equal
proportions by value as determined on 01 SEP 2010 and to
a total value equal to Ms. Karen Moses' long term
incentive entitlement for the 2009-10 FY] and the
allotment to Ms. Karen Moses of fully paid ordinary
shares in the Company pursuant to the valid exercise of
those options and performance share rights; or b)
performance share rights to subscribe for fully paid
ordinary shares in the Company [to a total value equal,
as determined on 01 SEP 2010, to Ms. Karen Moses' long
term incentive entitlement for the 2009-10 FY] and the
allotment to Ms. Karen Moses of fully paid ordinary
shares in the Company pursuant to the valid exercise of
those performance share rights in each case on the terms
as specified
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 8
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
GVT HOLDING SA, CURITIBA
SECURITY P5145T104 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 03-Nov-2009
ISIN BRGVTTACNOR8 AGENDA 702121043 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN
ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting
SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED.
THANK YOU
1. Approve to decide concerning the non-application of Management For For
Articles 43 and 44 of the Company's Corporate bylaws,
that deal with the protection of the dispersion of the
shareholder base, for acquisitions of the Company's
shares offer that have the following characteristics: i)
financial liquidation will occur by 28 FEB 2010; ii) the
price to be paid will be a minimum of BRL 48.00 per
share; iii) the payment will be in cash; iv) the offeror
A must have financial capacity to acquire 100% of the
share capital of the Company for a minimum price of BRL
48.00 per share, B must be an operator or provider of
fixed mobile or broad band telephone services in Brazil
or abroad directly or through subsidiaries controlled or
related Companies
--------------------------------------------------------------------------------
NYFIX, INC
SECURITY 670712108 MEETING TYPE Special
TICKER SYMBOL NYFX MEETING DATE 03-Nov-2009
ISIN US6707121082 AGENDA 933151108 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO CONSIDER AND VOTE ON A PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 26,
2009, BY AND AMONG NYSE TECHNOLOGIES, INC., CBR
ACQUISITION CORP. AND NYFIX, WHICH WE REFER TO AS THE
MERGER AGREEMENT, THAT PROVIDES FOR CBR ACQUISITION
CORP. TO BE MERGED WITH AND INTO NYFIX, WITH NYFIX AS
THE SURVIVING CORPORATION.
02 TO CONSIDER AND VOTE UPON AN ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT
THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER
AGREEMENT.
--------------------------------------------------------------------------------
CHARTERED SEMICONDUCTOR MFG LTD
SECURITY 16133R205 MEETING TYPE Special
TICKER SYMBOL CHRT MEETING DATE 04-Nov-2009
ISIN US16133R2058 AGENDA 933153811 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
C1 TO APPROVE THE SCHEME OF ARRANGEMENT UNDER SECTION 210 Management For For
OF THE COMPANIES ACT, CHAPTER 50 OF SINGAPORE, TO EFFECT
THE PROPOSED ACQUISITION OF THE COMPANY BY ATIC
INTERNATIONAL INVESTMENT COMPANY LLC.
E2A TO APPROVE THE ADOPTION AND INCLUSION OF NEW ARTICLE 4B Management For For
IN THE ARTICLES OF ASSOCIATION OF THE COMPANY.
E2B TO APPROVE THE ADOPTION AND INCLUSION OF NEW ARTICLE Management For For
4A,16(6A) IN THE ARTICLES OF ASSOCIATION OF THE COMPANY.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 9
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
INTERNATIONAL RECTIFIER CORPORATION
SECURITY 460254105 MEETING TYPE Annual
TICKER SYMBOL IRF MEETING DATE 09-Nov-2009
ISIN US4602541058 AGENDA 933149216 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 ROBERT S. ATTIYEH For For
2 OLEG KHAYKIN For For
3 DR. JAMES D. PLUMMER For For
02 PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF Management For For
INCORPORATION TO ELIMINATE THE COMPANY'S CLASSIFIED
BOARD STRUCTURE OVER THREE YEARS AND PROVIDE FOR THE
ANNUAL ELECTION OF ALL DIRECTORS.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY TO SERVE FOR FISCAL YEAR 2010.
04 STOCKHOLDER PROPOSAL TO ADOPT A MANDATORY AGE LIMITATION Shareholder Against For
FOR THE ELECTION OR APPOINTMENT OF DIRECTORS.
--------------------------------------------------------------------------------
CORINTHIAN COLLEGES, INC.
SECURITY 218868107 MEETING TYPE Annual
TICKER SYMBOL COCO MEETING DATE 17-Nov-2009
ISIN US2188681074 AGENDA 933154457 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 PAUL R. ST. PIERRE For For
2 LINDA AREY SKLADANY For For
3 ROBERT LEE For For
02 RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30,
2010.
--------------------------------------------------------------------------------
EMULEX CORPORATION
SECURITY 292475209 MEETING TYPE Annual
TICKER SYMBOL ELX MEETING DATE 19-Nov-2009
ISIN US2924752098 AGENDA 933152554 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 FRED B. COX For For
2 MICHAEL P. DOWNEY For For
3 BRUCE C. EDWARDS For For
4 PAUL F. FOLINO For For
5 ROBERT H. GOON For For
6 DON M. LYLE For For
7 JAMES M. MCCLUNEY For For
8 DEAN A. YOOST For For
02 RATIFICATION OF SELECTION OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------
HI-SHEAR TECHNOLOGY CORPORATION
SECURITY 42839Y104 MEETING TYPE Special
TICKER SYMBOL HSR MEETING DATE 19-Nov-2009
ISIN US42839Y1047 AGENDA 933155865 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, BY AND AMONG CHEMRING GROUP PLC, PARKWAY MERGER
SUB, INC. AND HI-SHEAR TECHNOLOGY CORPORATION, AND TO
APPROVE CHEMRING GROUP PLC'S ACQUISITION OF HI-SHEAR
TECHNOLOGY CORPORATION THROUGH A MERGER OF PARKWAY
MERGER SUB, INC., A WHOLLY-OWNED SUBSIDIARY OF CHEMRING
GROUP PLC, WITH & INTO HI- SHEAR TECHNOLOGY CORPORATION.
02 TO APPROVE ANY ADJOURNMENTS OF SPECIAL MEETING OF Management For For
STOCKHOLDERS, IF DETERMINED TO BE NECESSARY BY HI-SHEAR
TECHNOLOGY CORPORATION, TO PERMIT FURTHER SOLICITATION
OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME
OF THE SPECIAL MEETING, OR AT ANY ADJOURNMENT OR
POSTPONEMENT OF THAT MEETING, TO APPROVE AND ADOPT THE
AGREEMENT AND PLAN OF MERGER AND THE MERGER.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 10
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
LIFE SCIENCES RESEARCH, INC.
SECURITY 532169109 MEETING TYPE Special
TICKER SYMBOL LSR MEETING DATE 23-Nov-2009
ISIN US5321691090 AGENDA 933160450 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 PROPOSAL TO APPROVE THE MERGER OF LION MERGER CORP. WITH Management For For
AND INTO LIFE SCIENCES RESEARCH, INC. PURSUANT TO THE
AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 8, 2009,
BY AND AMONG LIFE SCIENCES RESEARCH, INC., LION
HOLDINGS, INC., AND LION MERGER CORP., AS AMENDED.
--------------------------------------------------------------------------------
TWEEN BRANDS, INC.
SECURITY 901166108 MEETING TYPE Special
TICKER SYMBOL TWB MEETING DATE 25-Nov-2009
ISIN US9011661082 AGENDA 933160121 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE Management For For
24, 2009, BY AND AMONG THE DRESS BARN, INC., THAILAND
ACQUISITION CORP. AND TWEEN BRANDS, INC., AS SUCH
AGREEMENT MAY BE AMENDED.
02 APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING TO A Management For For
LATER DATE, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
MEETING TO ADOPT THE MERGER AGREEMENT.
--------------------------------------------------------------------------------
AS EESTI TELEKOM
SECURITY X1898V108 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 04-Dec-2009
ISIN EE3100007220 AGENDA 702124986 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1. Approve, in accordance with Paragraph 1821 of the Management For For
Securities Market Act, the takeover by TeliaSonera AB of
the shares of AS Eesti Telekom held by the remaining
shareholders [except Baltic Tele AB] [hereinafter
Minority Shareholders] on the following terms: the fair
compensation payable to the minority shareholders shall
be EEK 93.00 per share that is subject to the takeover;
the compensation in the amount set out in Section 1 has
been determined on the assumption that the shares
subject to takeover are not encumbered by pledge or
other rights of third parties; the transfer of shares
subject to takeover from the minority shareholders to
TeliaSonera and the payment of compensation to Minority
Shareholders shall be arranged by the registrar of the
Estonian Central Register of Securities [hereinafter
ECRS] on the basis of the application of the Management
Board of AS Eesti Telekom; this application shall be
submitted by the Management Board to the ECRS after the
passage of 1 month as of the adoption of this
resolution; the compensation shall be payable to the
minority shareholders simultaneously with the transfer
of shares subject to takeover to TeliaSonera
2. Amend the first sentence of Article 5.3.1 of the Management For For
Articles of Association of AS Eesti Telecom and
formulate it as follows: the Supervisory Council
consists of 5 to 10 Members
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN Non-Voting
MEETING DATE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU D-ECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------
HILAND HOLDINGS GP LP
SECURITY 43129M107 MEETING TYPE Special
TICKER SYMBOL HPGP MEETING DATE 04-Dec-2009
ISIN US43129M1071 AGENDA 933145624 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 APPROVE (A) AGREEMENT AND PLAN OF MERGER, AMONG HILAND Management For For
HOLDINGS GP, LP, HILAND PARTNERS GP HOLDINGS, LLC, HH GP
HOLDING, LLC AND HPGP MERGERCO, LLC, WHICH AGREEMENT
PROVIDES, THAT HPGP MERGERCO, LLC WILL MERGE WITH AND
INTO HILAND HOLDINGS GP, LP, WITH HILAND HOLDINGS GP, LP
CONTINUING AS THE SURVIVING ENTITY ("HILAND HOLDINGS
MERGER") AND (B) THE HILAND HOLDINGS MERGER.
--------------------------------------------------------------------------------
HILAND PARTNERS LP
SECURITY 431291103 MEETING TYPE Special
TICKER SYMBOL HLND MEETING DATE 04-Dec-2009
ISIN US4312911039 AGENDA 933145636 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 APPROVE (A) AGREEMENT AND PLAN OF MERGER, AMONG HILAND Management For For
PARTNERS, LP, HILAND PARTNERS GP, LLC, HH GP HOLDING,
LLC AND HLND MERGERCO, LLC, WHICH AGREEMENT PROVIDES,
THAT HLND MERGERCO, LLC WILL MERGE WITH AND INTO HILAND
PARTNERS, LP, WITH HILAND PARTNERS, LP CONTINUING AS THE
SURVIVING ENTITY ("HILAND PARTNERS MERGER") AND (B) THE
HILAND PARTNERS MERGER.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 11
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
SUPER DE BOER NV
SECURITY N8414K103 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 08-Dec-2009
ISIN NL0006144503 AGENDA 702162570 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
THE DEPOSITARY BANK REQUIRES A POA TO BE SIGNED BY THE Non-Voting
BENEFICIAL OWNER IN ORD-ER FOR THE VOTES TO BE TAKEN
INTO ACCOUNT IF WE APPOINT STIBBE AS THE PERSON W-HO
WILL CAST THE VOTES.
1. Opening and announcements Non-Voting
2. Approve, pursuant to Article 2:107a of the Dutch Civil Management For For
Code [and Article 18.3 sub a of the Articles of
Association of Super de Boer N.V.], the request by the
Board of Management and the Supervisory Board for the
sale by Super de Boer N.V. of the business of Super de
Boer N.V., by selling almost all of its assets and
liabilities to [a subsidiary of] Jumbo Groep Holding
B.V., as specified
3. Approve in accordance with Article 41 of the Articles of Management For For
Association, to amend the Articles of Association of
Super de Boer N.V., subject to and with effect from
completion of the sale of the business of Super de Boer
N.V. to [a subsidiary of] Jumbo Groep Holding B.V.
4. Approve, to dissolve and liquidate Super de Boer N.V., Management For For
subject to and with effect from the amendment to the
Articles of Association of Super de Boer N.V. and the
delisting of Super de Boer N.V., subject to the
amendment to the Articles of Association of Super de
Boer N.V., as specified
5. Approve, subject to the amendment to the Articles of Management For For
Association of Super de Boer N.V., the advance
liquidation distribution[s] to be made by the liquidator
to all shareholders of Super de Boer N.V. within the
meaning of Article 2:23b of the Dutch Civil Code with
regard to the advance liquidation distribution(s), as
specified
6. Appoint Jumbo Groep Holding B.V. as the custodian Management For For
[bewaarder] of the books and records of Super de Boer
N.V., subject to and with effect from the amendment to
the Articles of Association of Super de Boer N.V. [as
referred to in agenda item 3]
7. Grant discharge [decharge] to the Member of the Board of Management For For
Management of Super de Boer N.V. from any liability for
his Management during the period from 01 JAN 2009 up to
and including the date of the EGM, to be held on 08 DEC
2009
8. Grant discharge [decharge] to the Members of the Management For For
Supervisory Board of Super de Boer N.V. from any
liability for their Supervision during the period from
01 JAN 2009 up to and including the date of the EGM, to
be held on 08 DEC 2009
9. Appoint and authorize Mr. J.G.B. Brouwer, to the extent Management For For
and insofar a conflict of interest exists within the
meaning of Article 2:146 Dutch Civil Code between the
Member of the Board of Management and Super de Boer
N.V., to represent Super de Boer N.V. in relation to all
legal acts that have been or will be effected in
relation to the transaction, including the granting of
powers of attorney [the Legal Acts]; this appointment is
also [and still] effective in respect of any Legal Acts
that have been executed prior to the date of this EGM,
as a consequence of which such Legal Acts will, upon
adoption of this resolution by the EGM, have been
ratified with reference to Article 3:58 Dutch Civil Code
10. Other business Non-Voting
11. Closing Non-Voting
--------------------------------------------------------------------------------
HARMAN INTERNATIONAL INDUSTRIES, INC.
SECURITY 413086109 MEETING TYPE Annual
TICKER SYMBOL HAR MEETING DATE 08-Dec-2009
ISIN US4130861093 AGENDA 933160222 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 DINESH C. PALIWAL For For
2 EDWARD H. MEYER For For
3 GARY G. STEEL For For
--------------------------------------------------------------------------------
GVT HOLDING SA, CURITIBA
SECURITY P5145T104 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 10-Dec-2009
ISIN BRGVTTACNOR8 AGENDA 702164699 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN
ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
1. Approve the new composition of the Board of Directors of Management For For
the Company
PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting
SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED.
THANK YOU
PLEASE NOTE THAT THIS IS A REVISION DUE TO INCORPORATION Non-Voting
OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 12
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
DRAGON OIL PLC
SECURITY G2828W132 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 11-Dec-2009
ISIN IE0000590798 AGENDA 702159256 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1. Approve, [with or without modification] a Scheme of Management For For
Arrangement pursuant to Section 201 of the Companies Act
1963 proposed to be made between Dragon Oil plc [the
Company] and the holders of the Scheme Shares
--------------------------------------------------------------------------------
DRAGON OIL PLC
SECURITY G2828W132 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 11-Dec-2009
ISIN IE0000590798 AGENDA 702159989 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
S.1 Approve, subject to the approval by the requisite Management For For
majorities at the Court Meeting of the Scheme of
Arrangement dated 18 NOV 2009 between the Company and
the Scheme Shareholders [as specified in the Scheme], as
specified, in its original form or with or subject to
any modification, addition or condition approved or
imposed by the High Court of Ireland and consented to by
the Company and ENOC [the "Scheme"], subject to and with
effect from the passing of Resolution 2 in this Notice,
the Scheme and authorize the Directors of the Company to
take all such action as they consider necessary or
appropriate for carrying the Scheme into effect; to
amend the Articles of Association of the Company by
adding the specified new Article 156; and without
prejudice to the powers of the Directors to amend the
Share Option Scheme 2002 pursuant to the shareholders
resolution passed on 28 MAY 2009, the Share Option
Scheme 2002 be amended by the insertion of a new Rule
12A as specified; and authorize the Directors to make
all and any other amendments to the Company's Share
Option Scheme 2002 as they consider necessary or
appropriate for carrying the Scheme into effect
S.2 Approve, subject to the passing of Resolution 1 in this Management For For
Notice: for the purpose of giving effect to the Scheme
and subject to the confirmation of the High Court
pursuant to Section 72 of the Companies Act 1963, to
reduce the issued [but not the authorized] share capital
of the Company by the cancellation and extinguishment of
the Cancellation Shares [as specified in the Scheme]; to
apply the whole of the reserve arising in its books of
account as a result of the cancellation effected by this
resolution above in the payment up in full and at par
such number of Dragon Oil New Shares [as specified in
the Scheme] as shall be equal to the number of
Cancellation Shares [as defined in the Scheme] so
cancelled and the Dragon Oil New Shares so created shall
be allotted and issued credited as fully paid, and free
from all liens, charges, encumbrances, rights of
pre-emption and any other third party rights of any
nature whatsoever, to ENOC and/or its nominee[s]
pursuant to the authorities in this resolution; and to
authorize the Directors to exercise all the powers of
the Company to allot the Dragon Oil New Shares, being
relevant securities [within the meaning of Section 20 of
the Companies [Amendment] Act 1983] provided that [1]
this authority shall expire at 5:00 p.m. on 31 DEC 2010,
[2] the maximum aggregate nominal amount of Dragon Oil
New Shares which may be allotted hereunder shall be an
amount equal to the nominal amount of the Cancellation
Shares, and [3] this authority shall be without
prejudice to any other authority under the said section
20 previously granted before the date on which this
resolution is passed; and [ii] in accordance with
Section 24 of the Companies [Amendment] Act 1983, Section
23[1] of that Act shall not apply to the issuance of
Dragon Oil New Shares under the authority conferred by
this resolution, and the Directors may, therefore issue
such shares credited as fully paid up and free from all
liens, charges, encumbrances, rights of pre- emption and
other third party rights of any nature whatsoever to
ENOC and/or its nominees for as long as this resolution
shall have effect
--------------------------------------------------------------------------------
STARENT NETWORKS, CORP
SECURITY 85528P108 MEETING TYPE Special
TICKER SYMBOL STAR MEETING DATE 11-Dec-2009
ISIN US85528P1084 AGENDA 933165018 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF OCTOBER 12, 2009, BY AND AMONG CISCO
SYSTEMS, INC., A CALIFORNIA CORPORATION, BARCELONA
ACQUISITION CORP., A DELAWARE CORPORATION AND
WHOLLY-OWNED SUBSIDIARY OF CISCO, AND STARENT NETWORKS,
CORP., A DELAWARE CORPORATION, AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME.
02 THE PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT
THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF
THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.
--------------------------------------------------------------------------------
ENDESA SA, MADRID
SECURITY E41222113 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 14-Dec-2009
ISIN ES0130670112 AGENDA 702150690 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1. Approve to modify the Article 7 of the Company's Bylaws Management For For
2. Approve to modify the Article 9 of the Company's Bylaws Management For For
3. Approve to modify the Article 15 of the Company's Bylaws Management For For
4. Approve to modify the Article 22 of the Company's Bylaws Management For For
5. Approve to modify the Article 27 of the Company's Bylaws Management For For
6. Approve to modify the Article 28 of the Company's Bylaws Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 13
The Gabelli Global Deal Fund
7. Approve to modify the Article 37 of the Company's Bylaws Management For For
8. Approve to modify the Article 43 of the Company's Bylaws Management For For
9. Approve to modify the Article 45 of the Company's Bylaws Management For For
10. Approve to modify the Article 51 of the Company's Bylaws Management For For
11. Approve to modify the Article 52 of the Company's Bylaws Management For For
12. Approve to modify the Article 53 of the Company's Bylaws Management For For
13. Approve to modify the Article 54 of the Company's Bylaws Management For For
14. Approve to modify the premise of the general meeting Management For For
Bylaws
15. Approve to modify the Article 6 of the general meeting Management For For
Bylaws
16. Approve to modify the Article 8 of the general meeting Management For For
Bylaws
17. Approve to modify the Article 10 of the general meeting Management For For
Bylaws
18. Approve to modify the Article 11 of the general meeting Management For For
Bylaws
19. Approve to modify the Article 20 of the general meeting Management For For
Bylaws
20. Approve to modify the Article 20 BIS of the general Management For For
meeting Bylaws
21. Approve the placement to the tax regime Management For For
22. Ratify and appoint Mr. Gianluca Comin as a Board Member Management For For
23. Approve the delegation of powers Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN Non-Voting
RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DE-CIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
QUORUM COMMENT HAS BEEN DELETED. THANK YOU Non-Voting
--------------------------------------------------------------------------------
MENTOR GRAPHICS CORPORATION
SECURITY 587200106 MEETING TYPE Special
TICKER SYMBOL MENT MEETING DATE 14-Dec-2009
ISIN US5872001061 AGENDA 933165979 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 PROPOSAL TO APPROVE AN AMENDMENT TO THE MENTOR GRAPHICS Management Against Against
CORPORATION 1982 STOCK OPTION PLAN TO PERMIT A ONE-TIME
STOCK OPTION EXCHANGE PROGRAM AS DESCRIBED IN MENTOR
GRAPHICS CORPORATION'S PROXY STATEMENT.
--------------------------------------------------------------------------------
HARVEST ENERGY TRUST
SECURITY 41752X101 MEETING TYPE Special
TICKER SYMBOL HTE MEETING DATE 15-Dec-2009
ISIN CA41752X1015 AGENDA 933167137 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 THE SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET Management For For
FORTH IN APPENDIX A TO THE INFORMATION CIRCULAR AND
PROXY STATEMENT OF THE TRUST (THE "INFORMATION
CIRCULAR"), TO APPROVE AN ARRANGEMENT UNDER SECTION 193
OF THE BUSINESS CORPORATIONS ACT (ALBERTA), ALL AS MORE
PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR.
--------------------------------------------------------------------------------
SUN MICROSYSTEMS, INC.
SECURITY 866810203 MEETING TYPE Annual
TICKER SYMBOL JAVA MEETING DATE 17-Dec-2009
ISIN US8668102036 AGENDA 933158138 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1A ELECTION OF DIRECTOR: SCOTT G. MCNEALY Management For For
1B ELECTION OF DIRECTOR: JAMES L. BARKSDALE Management For For
1C ELECTION OF DIRECTOR: STEPHEN M. BENNETT Management For For
1D ELECTION OF DIRECTOR: PETER L.S. CURRIE Management For For
1E ELECTION OF DIRECTOR: ROBERT J. FINOCCHIO, JR. Management For For
1F ELECTION OF DIRECTOR: JAMES H. GREENE, JR. Management For For
1G ELECTION OF DIRECTOR: MICHAEL E. MARKS Management For For
1H ELECTION OF DIRECTOR: RAHUL N. MERCHANT Management For For
1I ELECTION OF DIRECTOR: PATRICIA E. MITCHELL Management For For
1J ELECTION OF DIRECTOR: M. KENNETH OSHMAN Management For For
1K ELECTION OF DIRECTOR: P. ANTHONY RIDDER Management For For
1L ELECTION OF DIRECTOR: JONATHAN I. SCHWARTZ Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
SUN'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING JUNE 30, 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 14
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
MARVEL ENTERTAINMENT, INC.
SECURITY 57383T103 MEETING TYPE Special
TICKER SYMBOL MVL MEETING DATE 31-Dec-2009
ISIN US57383T1034 AGENDA 933172722 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 ADOPTION OF AGREEMENT AND PLAN OF MERGER, AS SAME MAY BE Management For For
AMENDED FROM TIME TO TIME, BY AND AMONG THE WALT DISNEY
COMPANY, A DELAWARE CORPORATION ("DISNEY"), MAVERICK
ACQUISITION SUB, INC., A DELAWARE CORPORATION AND WHOLLY
OWNED SUBSIDIARY OF DISNEY, MAVERICK MERGER SUB, LLC, A
DELAWARE LIMITED LIABILITY COMPANY & WHOLLY OWNED
SUBSIDIARY OF DISNEY, & MARVEL ENTERTAINMENT, INC.
02 APPROVAL OF THE PROPOSAL TO ADJOURN THE SPECIAL MEETING, Management For For
IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES TO APPROVE THE MERGER PROPOSAL AT THE
TIME OF THE SPECIAL MEETING.
--------------------------------------------------------------------------------
ALLION HEALTHCARE, INC.
SECURITY 019615103 MEETING TYPE Special
TICKER SYMBOL ALLI MEETING DATE 11-Jan-2010
ISIN US0196151031 AGENDA 933178394 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED OCTOBER Management For For
18, 2009, BY AND AMONG BRICKELL BAY ACQUISITION CORP.,
BRICKELL BAY MERGER CORP. AND ALLION HEALTHCARE, INC.
02 TO GRANT DISCRETIONARY AUTHORITY TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN
FAVOR OF ADOPTION OF THE MERGER AGREEMENT.
--------------------------------------------------------------------------------
MPS GROUP, INC.
SECURITY 553409103 MEETING TYPE Special
TICKER SYMBOL MPS MEETING DATE 15-Jan-2010
ISIN US5534091039 AGENDA 933174702 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
OCTOBER 19, 2009, BY AND AMONG ADECCO, INC., JAGUAR
ACQUISITION CORP. AND MPS GROUP, INC.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES.
--------------------------------------------------------------------------------
3COM CORPORATION
SECURITY 885535104 MEETING TYPE Special
TICKER SYMBOL COMS MEETING DATE 26-Jan-2010
ISIN US8855351040 AGENDA 933176554 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 ADOPTION OF MERGER AGREEMENT. TO ADOPT THE AGREEMENT AND Management For For
PLAN OF MERGER, DATED AS OF NOVEMBER 11, 2009, BY AND
AMONG HEWLETT-PACKARD COMPANY, COLORADO ACQUISITION
CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF
HEWLETT-PACKARD COMPANY, AND 3COM CORPORATION.
02 ADJOURNMENT OF THE SPECIAL MEETING. TO APPROVE THE Management For For
ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
ADOPT THE MERGER AGREEMENT.
--------------------------------------------------------------------------------
ENZON PHARMACEUTICALS, INC.
SECURITY 293904108 MEETING TYPE Special
TICKER SYMBOL ENZN MEETING DATE 27-Jan-2010
ISIN US2939041081 AGENDA 933177075 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 PROPOSAL TO APPROVE THE SALE OF ENZON'S SPECIALTY Management For For
PHARMACEUTICALS BUSINESS PURSUANT TO THE ASSET PURCHASE
AGREEMENT, BY AND BETWEEN KLEE PHARMACEUTICALS, INC.,
DEFIANTE FARMACEUTICA, S.A., AND SIGMA-TAU FINANZIARIA,
S.P.A., ON ONE HAND, AND ENZON PHARMACEUTICALS, INC., ON
THE OTHER HAND, DATED AS OF NOVEMBER 9, 2009, AS IT MAY
BE AMENDED FROM TIME TO TIME.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE Management For For
TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF PROPOSAL 1 IF
THERE ARE INSUFFICIENT VOTES TO APPROVE PROPOSAL 1 AT
THE TIME OF THE SPECIAL MEETING.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 15
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
LONMIN PUB LTD CO
SECURITY G56350112 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Jan-2010
ISIN GB0031192486 AGENDA 702180821 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1. Receive the report and accounts Management For For
2. Approve the Directors' remuneration report Management For For
3. Re-appoint KPMG Audit Plc as the Auditors and approve Management For For
the remuneration of the Auditors
4. Re-elect Ian Farmer as a Director of the Company Management For For
5. Re-elect Alan Ferguson as a Director of the Company Management For For
6. Re-elect David Munro as a Director of the Company Management For For
7. Re-elect Roger Phillimore as a Director of the Company Management For For
8. Re-elect Jim Sutcliffe as a Director of the Company Management For For
9. Re-elect Jonathan Leslie as a Director of the Company Management For For
10. Grant authority to allot shares Management For For
S.11 Approve the disapplication of pre emption rights Management For For
S.12 Grant authority for the Company to purchase its own Management For For
shares
S.13 Approve the notice period of 14 days for general Management For For
meetings other than AGMs
S.14 Adopt the new Articles of Association Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
AUDITOR NAME IN RESOLUTION 3. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY-FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
--------------------------------------------------------------------------------
ASHLAND INC.
SECURITY 044209104 MEETING TYPE Annual
TICKER SYMBOL ASH MEETING DATE 28-Jan-2010
ISIN US0442091049 AGENDA 933173724 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1A ELECTION OF CLASS III DIRECTOR: MARK C. ROHR Management For For
1B ELECTION OF CLASS III DIRECTOR: THEODORE M. SOLSO Management For For
1C ELECTION OF CLASS III DIRECTOR: MICHAEL J. WARD Management For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL
2010.
--------------------------------------------------------------------------------
I2 TECHNOLOGIES, INC.
SECURITY 465754208 MEETING TYPE Special
TICKER SYMBOL ITWO MEETING DATE 28-Jan-2010
ISIN US4657542084 AGENDA 933178700 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER Management For For
DATED AS OF NOVEMBER 4, 2009 AMONG JDA SOFTWARE GROUP,
INC., ALPHA ACQUISITION CORP., A WHOLLY-OWNED SUBSIDIARY
OF JDA, AND I2 TECHNOLOGIES, INC.
02 TO GRANT EACH OF THE PERSONS NAMED AS PROXIES WITH Management For For
DISCRETIONARY AUTHORITY TO VOTE TO ADJOURN THE SPECIAL
MEETING, IF NECESSARY, TO SATISFY THE CONDITIONS TO
COMPLETING THE MERGER AS SET FORTH IN THE AGREEMENT AND
PLAN OF MERGER, INCLUDING FOR THE PURPOSE OF SOLICITING
PROXIES IF THERE ARE INSUFFICIENT VOTES AT TIME OF
MEETING TO APPROVE AND ADOPT AGREEMENT AND PLAN OF
MERGER.
--------------------------------------------------------------------------------
ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU
SECURITY X9819B101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jan-2010
ISIN PTZON0AM0006 AGENDA 702185249 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1 Approve to resolve on the disposal of own shares Management No Action
PLEASE NOTE THAT THE CONDITION FOR THE MEETING IS: Non-Voting
MINIMUM SHARES/VOTING RIGHT-: 400/1.
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF AN Non-Voting
ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------
ICT GROUP, INC.
SECURITY 44929Y101 MEETING TYPE Special
TICKER SYMBOL ICTG MEETING DATE 02-Feb-2010
ISIN US44929Y1010 AGENDA 933180971 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF OCTOBER 5, 2009, AMONG SYKES ENTERPRISES,
INCORPORATED, SH MERGER SUBSIDIARY I, INC., SH MERGER
SUBSIDIARY II, LLC AND ICT GROUP, INC.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 16
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
TANDBERG ASA
SECURITY R88391108 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 03-Feb-2010
ISIN NO0005620856 AGENDA 702193032 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
- IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN
ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
- MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting
INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE
BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO
BE LODGED
1 Opening of the meeting by the Chairman of the Board and Management For For
summary of the shareholders present
2 Elect a Chairman for the meeting and 2 persons to Management For For
countersign the minutes
3 Approve the notice and agenda Management For For
4 Amend the Articles of Association Management For For
--------------------------------------------------------------------------------
AFFILIATED COMPUTER SERVICES, INC.
SECURITY 008190100 MEETING TYPE Special
TICKER SYMBOL ACS MEETING DATE 05-Feb-2010
ISIN US0081901003 AGENDA 933179079 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, AS AMENDED BY Management For For
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
DATED AS OF DECEMBER 13, 2009, AMONG XEROX CORPORATION
("XEROX"), BOULDER ACQUISITION CORP., A DELAWARE
CORPORATION AND A DIRECT WHOLLY OWNED SUBSIDIARY OF
XEROX, AND AFFILIATED COMPUTER SERVICES, INC.("ACS"),
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
02 TO APPROVE THE ADJOURNMENT OF THE ACS SPECIAL MEETING Management For For
(IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO
ADOPT THE MERGER AGREEMENT).
--------------------------------------------------------------------------------
IMS HEALTH INCORPORATED
SECURITY 449934108 MEETING TYPE Special
TICKER SYMBOL RX MEETING DATE 08-Feb-2010
ISIN US4499341083 AGENDA 933180820 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
NOVEMBER 5, 2009, AS IT MAY BE AMENDED FROM TIME TO
TIME, BY AND AMONG IMS HEALTH INCORPORATED, HEALTHCARE
TECHNOLOGY HOLDINGS, INC. AND HEALTHCARE TECHNOLOGY
ACQUISITION, INC.
02 TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT THE AGREEMENT AND PLAN OF
MERGER.
--------------------------------------------------------------------------------
BURLINGTON NORTHERN SANTA FE CORPORATION
SECURITY 12189T104 MEETING TYPE Special
TICKER SYMBOL BNI MEETING DATE 11-Feb-2010
ISIN US12189T1043 AGENDA 933179106 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
NOVEMBER 2, 2009, BY AND AMONG BERKSHIRE HATHWAY INC., R
ACQUISITION COMPANY, LLC AND BURLINGTON NORTHERN SANTA
FE CORPORATION, AS IT MAY BE AMENDED FROM TIME TO TIME
(THE "MERGER AGREEMENT").
02 ADOPT A MOTION TO ADJOURN OR POSTPONE THE SPECIAL Management For For
MEETING TO ANOTHER TIME AND/OR PLACE FOR THE PURPOSE OF
SOLICITING ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL
TO ADOPT THE MERGER AGREEMENT, IF NECESSARY.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 17
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
OCE NV, VENLO
SECURITY 674627104 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 12-Feb-2010
ISIN NL0000354934 AGENDA 702225550 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1. Opening Non-Voting
2. Announcements Non-Voting
3. Discussion of the public offer [the Offer] by Canon Non-Voting
Finance Netherlands B.V. [-the Offeror], a wholly owned
direct subsidiary of Canon Inc. [Canon], for all-issued
and outstanding ordinary shares in the capital of the
Company [the Shar-es] for a cash amount of EUR 8.60 per
issued and outstanding ordinary share [t- he Offer
Price], pursuant to Article 18 of the Public Takeover
Bids [Financial-Supervision Act] Decree [Besluit
openbare biedingen Wft] [the Takeover Decree-]
4. Grant discharge to the Resigning Directors Messrs. Mr. Management No Action
G.J.A. van de Aast, M. Arentsen, R.W.A. De Becker and
D.M. Wendt in respect of their performance in their
supervision of the Management Board's policies and the
general course of the Company's affairs and its
business; the discharge will be effective as per the
Settlement Date, and therefore under the condition
precedent that the Offer is declared unconditional
5.A Appoint Mr. T. Tanaka as a Member of the Supervisory Management No Action
Board
5.B Appoint Mr. S. Liebman as a Member of the Supervisory Management No Action
Board
5.C Appoint Mr. N. Eley as a Member of the Supervisory Board Management No Action
5.D Appoint Mr. J.M. van den Wall Bake as a Member of the Management No Action
Supervisory Board
6.A Amend the Company's Articles of Association regarding Management No Action
the elimination of the cumulative protective preference
shares
6.B Amend the Company's Articles of Association to delete Management No Action
the transfer restriction regarding convertible
cumulative financing preference shares
6.C Amend the Company's Articles of Association to change Management No Action
the Corporate Governance Structure
7. Announcements, questions and closing Non-Voting
PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF Non-Voting
COMMENT. IF YOU HAVE AL-READY SENT IN YOUR VOTES, PLEASE
DO NOT RETURN THIS PROXY FORM UNLESS YOU DECI-DE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
PLEASE NOTE THAT RESOLUTION 4 IS NON VOTING. THANK YOU Non-Voting
--------------------------------------------------------------------------------
FINANCIAL FEDERAL CORPORATION
SECURITY 317492106 MEETING TYPE Special
TICKER SYMBOL FIF MEETING DATE 16-Feb-2010
ISIN US3174921060 AGENDA 933183256 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
NOVEMBER 22, 2009, BY AND BETWEEN PEOPLE'S UNITED
FINANCIAL, INC. AND FINANCIAL FEDERAL CORPORATION.
02 TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES, Management For For
IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES
IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME
OF THE SPECIAL MEETING, OR AT ANY ADJOURNMENT OF THAT
MEETING, TO APPROVE THE MERGER AGREEMENT.
--------------------------------------------------------------------------------
INTERNATIONAL ROYALTY CORPORATION
SECURITY 460277106 MEETING TYPE Special
TICKER SYMBOL ROY MEETING DATE 16-Feb-2010
ISIN CA4602771061 AGENDA 933184195 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 THE SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET Management For For
FORTH IN APPENDIX D TO THE MANAGEMENT PROXY CIRCULAR
(THE "CIRCULAR") OF IRC DATED JANUARY 15, 2010 (THE
"ARRANGEMENT RESOLUTION") APPROVING AN ARRANGEMENT
PURSUANT TO SECTION 192 OF THE CANADA BUSINESS
CORPORATIONS ACT, AS AMENDED ("CBCA"), ALL AS MORE
PARTICULARLY DESCRIBED IN THE CIRCULAR.
--------------------------------------------------------------------------------
STARLIMS TECHNOLOGIES LTD
SECURITY M8484K109 MEETING TYPE Special
TICKER SYMBOL LIMS MEETING DATE 16-Feb-2010
ISIN IL0005210138 AGENDA 933184866 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 APPROVAL OF THE MERGER PROPOSAL. Management For For
1A ARE YOU AFFILIATED WITH PURCHASER OR MERGER SUB? MARK Management Against
FOR =YES OR AGAINST = NO
1B DO YOU HAVE A "PERSONAL INTEREST" IN THE MERGER Management Against
PROPOSAL? MARK FOR =YES OR AGAINST = NO
--------------------------------------------------------------------------------
PEPSIAMERICAS, INC.
SECURITY 71343P200 MEETING TYPE Special
TICKER SYMBOL PAS MEETING DATE 17-Feb-2010
ISIN US71343P2002 AGENDA 933182951 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AUGUST Management For For
3, 2009, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG
PEPSIAMERICAS, INC., A DELAWARE CORPORATION, PEPSICO,
INC., A NORTH CAROLINA CORPORATION, AND PEPSI-COLA
METROPOLITAN BOTTLING COMPANY, INC., A NEW JERSEY
CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF PEPSICO,
INC.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 18
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
DIEDRICH COFFEE, INC.
SECURITY 253675201 MEETING TYPE Annual
TICKER SYMBOL DDRX MEETING DATE 18-Feb-2010
ISIN US2536752015 AGENDA 933185375 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 PAUL C. HEESCHEN For For
2 GREGORY D. PALMER For For
3 JAMES W. STRYKER For For
4 J. RUSSELL PHILLIPS For For
5 TIMOTHY J. RYAN For For
02 RATIFICATION OF THE SELECTION OF BDO SEIDMAN, LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
DIEDRICH COFFEE, INC. FOR THE FISCAL YEAR ENDING JUNE
30, 2010.
--------------------------------------------------------------------------------
GVT HOLDING SA, CURITIBA
SECURITY P5145T104 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 22-Feb-2010
ISIN BRGVTTACNOR8 AGENDA 702235448 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN
ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN
THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
1. Approve the selection of an Appraiser to prepare a Management For For
valuation report for the shares of the Company, for the
joint purpose of a mandatory public tender offer,
resulting from the acquisition of control, increase of
share ownership interest, delisting from the Novo
Mercado of the BM and F Bovespa and cancellation of the
registration of the Company as a publicly traded
Company, by Vivend I S.A. whose public tender offer is
still subject to approval by the securities commission
CVM, in accordance with the notices of material F act
released on 13 Nov 2009, and 08 Jan 2010, and in
accordance with the terms of Paragraph 1 of Article 51
of the Corporate Bylaws of the Company; the Appraiser
must be selected from among a list of three specialized
Companies as decided by the Board of Directors at a
meeting on 03 Feb 2010; I) BNP Paribas, Sao Paulo,
Brazil, recommended by the Board of Directors of the
Company, considering the current valuation report
prepared for the registration, on 13 Nov 2009, of the
announcement of the beginning of the public tender offer
resulting from the acquisition of the control of the
Company by Vivendi SA; II) Banco Itau BBA S.A, and III)
HSBC Bank Brasil S.A. Banco Multiplo
--------------------------------------------------------------------------------
BPW ACQUISITION CORP
SECURITY 055637102 MEETING TYPE Special
TICKER SYMBOL BPW MEETING DATE 24-Feb-2010
ISIN US0556371021 AGENDA 933186098 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF Management For For
INCORPORATION, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
1A IF YOU HAVE VOTED "AGAINST" PROPOSAL 1 AND ARE Management Abstain
EXERCISING YOUR CONVERSION RIGHTS, YOU MUST CHECK THE
"AGAINST" BOX AND FOLLOW THE INSTRUCTIONS DESCRIBED IN
THE MATERIALS.
02 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 8, 2009, BY AND AMONG THE TALBOTS,
INC., TAILOR ACQUISITION, INC. AND BPW ACQUISITION
CORP., AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO
TIME, AND THE TRANSACTIONS THAT IT CONTEMPLATES.
2A IF YOU HAVE VOTED "AGAINST" PROPOSAL 2 AND ARE Management Abstain
EXERCISING YOUR CONVERSION RIGHTS, YOU MUST CHECK THE
"AGAINST" BOX AND FOLLOW THE INSTRUCTIONS DESCRIBED IN
THE MATERIALS.
03 TO APPROVE THE AMENDMENT AND RESTATEMENT, EFFECTIVE UPON Management For For
THE COMPLETION OF THE MERGER, OF BPW'S AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE
PERPETUAL EXISTENCE OF BPW AND TO ELIMINATE PROVISIONS
RELATED TO BPW'S OPERATION AS A BLANK CHECK COMPANY, ALL
AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
04 TO PERMIT BPW'S BOARD OF DIRECTORS, IN ITS DISCRETION, Management For For
TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES
INCLUDING, IF NECESSARY OR APPROPRIATE.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 19
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
GVT HOLDING SA, CURITIBA
SECURITY P5145T104 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 04-Mar-2010
ISIN BRGVTTACNOR8 AGENDA 702264982 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN
ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN
THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
1. Approve the selection of an Appraiser to prepare a Management For For
valuation report for the shares of the Company, for the
joint purpose of a mandatory public tender offer,
resulting from the acquisition of control, increase of
share ownership interest, delisting from the Novo
Mercado of the BM and F Bovespa and cancellation of the
registration of the Company as a publicly traded
Company, by Vivend I S.A. whose public tender offer is
still subject to approval by the securities commission
CVM, in accordance with the notices of material F act
released on 13 Nov 2009, and 08 Jan 2010, and in
accordance with the terms of Paragraph 1 of Article 51
of the Corporate Bylaws of the Company; the Appraiser
must be selected from among a list of three specialized
Companies as decided by the Board of Directors at a
meeting on 03 Feb 2010; I) BNP Paribas, Sao Paulo,
Brazil, recommended by the Board of Directors of the
Company, considering the current valuation report
prepared for the registration, on 13 Nov 2009, of the
announcement of the beginning of the public tender offer
resulting from the acquisition of the control of the
Company by Vivendi SA; II) Banco Itau BBA S.A, and III)
HSBC Bank Brasil S.A. Banco Multiplo
PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting
SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED.
THANK YOU
--------------------------------------------------------------------------------
GVT HOLDING SA, CURITIBA
SECURITY P5145T104 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 08-Mar-2010
ISIN BRGVTTACNOR8 AGENDA 702235400 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
- IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN
ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE
- PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting
SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN- ARE ALLOWED.
THANK YOU
1 Approve the cancellation of the registration of the Management For For
Company as a Publicly Traded Company and the delisting
of its shares from the Novo Mercado Listing Segment,
CONTD
- CONTD in accordance with the decision of its Board of Non-Voting
Directors in a meeting h-eld on 03 FEB 2010, in
accordance with the terms of Article 10, Paragraph 2,
o-f the Bylaws of the Company
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN Non-Voting
TEXT OF THE RESOLUTION. I-F YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UN-LESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
--------------------------------------------------------------------------------
AMICAS, INC.
SECURITY 001712108 MEETING TYPE Special
TICKER SYMBOL AMCS MEETING DATE 09-Mar-2010
ISIN US0017121080 AGENDA 933184260 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 PROPOSAL TO CONSIDER AND VOTE ON A PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 24,
2009, BY AND AMONG PROJECT ALTA HOLDINGS CORP., PROJECT
ALTA MERGER CORP. AND THE COMPANY, AS IT MAY BE AMENDED
FROM TIME TO TIME.
02 PROPOSAL TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN Management For For
THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE MEETING TO APPROVE PROPOSAL
NUMBER 1.
--------------------------------------------------------------------------------
FGX INTERNATIONAL HOLDINGS LIMITED
SECURITY G3396L102 MEETING TYPE Special
TICKER SYMBOL FGXI MEETING DATE 09-Mar-2010
ISIN VGG3396L1022 AGENDA 933189044 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 15, 2009, AMONG ESSILOR
INTERNATIONAL, 1234 ACQUISITION SUB INC. AND FGX, AS IT
MAY BE AMENDED FROM TIME TO TIME.
02 PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE PROPOSAL 1.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 20
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
ENCORE ACQUISITION COMPANY
SECURITY 29255W100 MEETING TYPE Special
TICKER SYMBOL EAC MEETING DATE 09-Mar-2010
ISIN US29255W1009 AGENDA 933189765 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 ADOPT THE AGREEMENT AND PLAN OF MERGER DATED OCTOBER 31, Management For For
2009, BY AND BETWEEN DENBURY RESOURCES INC. AND ENCORE
ACQUISITION COMPANY.
02 ADJOURN THE SPECIAL MEETING OF STOCKHOLDERS, IF Management For For
NECESSARY OR APPROPRIATE TO PERMIT THE SOLICITATION OF
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT
THE TIME OF THE SPECIAL MEETING TO ADOPT THE AGREEMENT
AND PLAN OF MERGER.
--------------------------------------------------------------------------------
QUADRAMED CORPORATION
SECURITY 74730W507 MEETING TYPE Special
TICKER SYMBOL QDHC MEETING DATE 09-Mar-2010
ISIN US74730W5076 AGENDA 933189955 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, AS IT MAY BE AMENDED FROM TIME TO
TIME (THE MERGER AGREEMENT), DATED AS OF DECEMBER 7,
2009, BY AND AMONG QUADRAMED, BAVARIA HOLDINGS INC., AND
BAVARIA MERGER SUB, INC., AND TO APPROVE BAVARIA
HOLDINGS' ACQUISITION OF QUADRAMED, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
02 CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE ANY Management For For
ADJOURNMENTS OF THE SPECIAL MEETING TO A LATER DATE OR
TIME, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF
PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING, OR AT ANY ADJOURNMENT OR
POSTPONEMENT THEREOF, TO ADOPT THE MERGER AGREEMENT AND
APPROVE THE MERGER.
--------------------------------------------------------------------------------
SMIT INTERNATIONALE NV, ROTTERDAM
SECURITY N81047172 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 16-Mar-2010
ISIN NL0000383800 AGENDA 702268435 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
PLEASE NOTE THAT THIS IS AN INFORMATION MEETING. SHOULD Non-Voting
YOU WISH TO ATTEND THE-MEETING PERSONALLY, YOU MAY APPLY
FOR AN ENTRANCE CARD BY CONTACTING YOUR CLI-ENT
REPRESENTATIVE. THANK YOU
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID Non-Voting
662077 DUE TO CHANGE IN VO-TING STATUS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AN-D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
1. Opening Non-Voting
2. Presentation and discussion of the recommended cash Non-Voting
offer by Boskalis Holding-B.V., an indirectly
wholly-owned subsidiary of Royal Boskalis Westminster
N-.V., for all issued and outstanding ordinary shares in
the share capital of Sm-it Internationale N.V. for a
cash amount of EUR 60 ex div per issued and outst-anding
ordinary share, pursuant to Article 18 of the Public
Takeover Offers-Decree [Besluit openbare biedingen Wft]
3. Other business Non-Voting
4. Closing Non-Voting
--------------------------------------------------------------------------------
ATHABASCA POTASH INC.
SECURITY 04682P101 MEETING TYPE Special
TICKER SYMBOL ABHPF MEETING DATE 17-Mar-2010
ISIN CA04682P1018 AGENDA 933191114 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO APPROVE AN ARRANGEMENT PURSUANT TO SECTION 186.1 OF Management For For
THE BUSINESS CORPORATIONS ACT (SASKATCHEWAN) INVOLVING,
AMONG OTHER THINGS, THE ACQUISITION BY BHP BILLITON
CANADA INC. OF ALL OF THE ISSUED AND OUTSTANDING COMMON
SHARES FOR $8.35 IN CASH FOR EACH COMMON SHARE AND THE
CANCELLATION BY API OF ALL OF THE UNEXERCISED OPTIONS
OUTSTANDING AT THE TIME OF THE ARRANGEMENT FOR A PAYMENT
IN CASH IN RESPECT OF EACH OPTION EQUAL TO THE AMOUNT BY
WHICH $8.35 EXCEEDS THE EXERCISE PRICE OF THE OPTION,
ALL AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING
CIRCULAR.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 21
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
SKYTERRA COMMUNICATIONS, INC.
SECURITY 83087K107 MEETING TYPE Special
TICKER SYMBOL SKYT MEETING DATE 22-Mar-2010
ISIN US83087K1079 AGENDA 933194817 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 VOTE TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS Management For For
OF SEPTEMBER 23, 2009, BY AND AMONG HARBINGER CAPITAL
PARTNERS MASTER FUND I, LTD., HARBINGER CAPITAL PARTNERS
SPECIAL SITUATIONS FUND, L.P., SOL PRIVATE CORP. AND
SKYTERRA COMMUNICATIONS, INC., AS IT MAY BE AMENDED FROM
TIME TO TIME.
02 VOTE TO ADJOURN THE MEETING, IF NECESSARY, TO PERMIT Management For For
FURTHER SOLICITATION OF PROXIES IN THE EVENT THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF THE MEETING TO ADOPT
THE MERGER AGREEMENT PROPOSAL.
--------------------------------------------------------------------------------
IOWA TELECOMMUNICATIONS SERVICES INC.
SECURITY 462594201 MEETING TYPE Special
TICKER SYMBOL IWA MEETING DATE 25-Mar-2010
ISIN US4625942010 AGENDA 933193942 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE AND Management For For
ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
NOVEMBER 23, 2009, BY AND AMONG WINDSTREAM CORPORATION,
A DELAWARE CORPORATION ("WINDSTREAM"), BUFFALO MERGER
SUB, INC., A DELAWARE CORPORATION AND A WHOLLY-OWNED
SUBSIDIARY OF WINDSTREAM ("MERGER SUB"), ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
--------------------------------------------------------------------------------
BJ SERVICES COMPANY
SECURITY 055482103 MEETING TYPE Special
TICKER SYMBOL BJS MEETING DATE 31-Mar-2010
ISIN US0554821035 AGENDA 933191809 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF AUGUST 30, 2009, BY AND AMONG BAKER HUGHES
INCORPORATED, A DELAWARE CORPORATION, BSA ACQUISITION
LLC, A DELAWARE LIMITED LIABILITY COMPANY AND A WHOLLY
OWNED SUBSIDIARY OF BAKER HUGHES INCORPORATED, AND BJ
SERVICES COMPANY, AS IT MAY BE AMENDED FROM TIME TO TIME.
02 TO AUTHORIZE THE BJ SERVICES COMPANY BOARD OF DIRECTORS, Management For For
IN ITS DISCRETION, TO ADJOURN THE SPECIAL MEETING TO A
LATER DATE OR DATES IF NECESSARY TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING.
--------------------------------------------------------------------------------
ZAREBA SYSTEMS, INC.
SECURITY 989131107 MEETING TYPE Special
TICKER SYMBOL ZRBA MEETING DATE 31-Mar-2010
ISIN US9891311071 AGENDA 933194805 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS Management For For
OF JANUARY 11, 2010, BY AND AMONG ZAREBA SYSTEMS, INC.,
WOODSTREAM CORPORATION, AND WDST, INC., AND THE MERGER
PURSUANT TO WHICH WDST WILL MERGE WITH AND INTO ZAREBA
AS PROVIDED IN THE MERGER AGREEMENT, AS IT MAY BE
AMENDED FROM TIME TO TIME.
02 APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE
THE AGREEMENT AND PLAN OF MERGER.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 22
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
CARE UK PLC, COLCHESTER
SECURITY G03724146 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 01-Apr-2010
ISIN GB0001766558 AGENDA 702299430 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
S.1 Approve for the purpose of giving effect to the scheme Management For For
of arrangement dated 10 MAR 2010 between the Company and
the holders of the Scheme Shares [as defined in the said
scheme of arrangement], a print of which has been
produced to this meeting and for the purposes of
identification signed by the Chairman hereof, in its
original form or subject to such modification, addition
or condition as may be agreed between the Company and
Warwick Bidco Limited 1and approved or imposed by the
court [the scheme]; a] authorize the directors of the
Company to take all such action as they may consider
necessary or appropriate for carrying the Scheme into
effect; b] approve the share capital of the Company be
reduced by canceling and extinguishing all of Scheme
Shares [as defined in the Scheme] c] approve subject to
and forthwith upon the reduction of share capital
referred to on Paragraph [b] above taking effect and
notwithstanding anything to the contrary in the Articles
of Association of the Company as specified d] Amend with
effect from the passing of this resolution, the new
Article 167 of the Articles of Association of the
Company as specified
2. Approve the Executive Management Team arrangements [as Management For For
summarized in paragraph 11 of part II of , and as
defined in, the scheme document dated 10 MAR 2010 of
which notice forms part] pursuant to which the Executive
Management Team as defined in the scheme will be
entitled to be interested financially in Warwick 1
Limited and its subsidiaries, not withstanding that such
arrangements are not extended to all shareholders of the
Company and authorize the Directors of the Company to do
or procure to be done all such acts and things or enter
into any agreements on behalf of the Company as they
consider necessary or expedient for the purpose of
giving effect to such arrangements
3. Approve the John Nash Arrangements [as summarized in Management For For
paragraph 11 of Part ii of, and as defined in, the
Scheme document dated 10 March 2010 of which this notice
forms part] pursuant to which John Nash will be entitled
to be interested financially in Warwick 1 Limited and
its subsidiaries, and the consultancy agreement to be
entered into between John Nash and Warwick Bidco
Limited, not withstanding that such arrangements are not
extended to all shareholders of the Company and
authorize the Directors of the Company to do or procure
to be done all such acts and things or enter into any
agreements on behalf of the Company as they consider
necessary or expedient for the purpose of giving effect
to such arrangements
--------------------------------------------------------------------------------
CARE UK PLC, COLCHESTER
SECURITY G03724146 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 01-Apr-2010
ISIN GB0001766558 AGENDA 702300245 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
- PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR Non-Voting
THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND
"AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR
THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE
ISSUER OR-ISSUERS AGENT.
1 Approve with or without modification a scheme of Management For For
arrangement the Scheme Arrangement proposed to be made
between Care UK Plc the Company and the holders of the
Scheme Shares as specified in the Scheme of Arrangement
--------------------------------------------------------------------------------
K-TRON INTERNATIONAL, INC.
SECURITY 482730108 MEETING TYPE Special
TICKER SYMBOL KTII MEETING DATE 01-Apr-2010
ISIN US4827301080 AGENDA 933196304 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JANUARY 8, 2010, BY AND AMONG HILLENBRAND,
INC., KRUSHER ACQUISITION CORP. AND K- TRON
INTERNATIONAL, INC.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT
THE TIME OF THE SPECIAL MEETING TO APPROVE THE AGREEMENT
AND PLAN OF MERGER.
--------------------------------------------------------------------------------
CEDAR FAIR, L.P.
SECURITY 150185106 MEETING TYPE Special
TICKER SYMBOL FUN MEETING DATE 08-Apr-2010
ISIN US1501851067 AGENDA 933190667 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER (THE "MERGER Management For For
AGREEMENT"), DATED AS OF DECEMBER 16, 2009, BY AND AMONG
CEDAR HOLDCO LTD A NEW YORK CORPORATION ("PARENT"),
CEDAR MERGER SUB LLC, A DELAWARE LIMITED LIABILITY
COMPANY AND A WHOLLY OWNED SUBSIDIARY OF PARENT, CEDAR
FAIR AND CEDAR FAIR MANAGEMENT, INC., ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO ADOPT
THE MERGER AGREEMENT AND APPROVE THE TRANSACTIONS.
--------------------------------------------------------------------------------
CEDAR FAIR, L.P.
SECURITY 150185106 MEETING TYPE Special
TICKER SYMBOL FUN MEETING DATE 08-Apr-2010
ISIN US1501851067 AGENDA 933192142 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER (THE "MERGER Management For For
AGREEMENT"), DATED AS OF DECEMBER 16, 2009, BY AND AMONG
CEDAR HOLDCO LTD A NEW YORK CORPORATION ("PARENT"),
CEDAR MERGER SUB LLC, A DELAWARE LIMITED LIABILITY
COMPANY AND A WHOLLY OWNED SUBSIDIARY OF PARENT, CEDAR
FAIR AND CEDAR FAIR MANAGEMENT, INC., ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO ADOPT
THE MERGER AGREEMENT AND APPROVE THE TRANSACTIONS.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 23
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
TAKE-TWO INTERACTIVE SOFTWARE, INC.
SECURITY 874054109 MEETING TYPE Annual
TICKER SYMBOL TTWO MEETING DATE 15-Apr-2010
ISIN US8740541094 AGENDA 933195960 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1 DIRECTOR Management
1 STRAUSS ZELNICK For For
2 ROBERT A. BOWMAN For For
3 SUNG HWAN CHO For For
4 MICHAEL DORNEMANN For For
5 BRETT ICAHN For For
6 J. MOSES For For
7 JAMES L. NELSON For For
8 MICHAEL SHERESKY For For
2 APPROVAL OF THE AMENDMENT TO THE TAKE-TWO INTERACTIVE Management Against Against
SOFTWARE, INC. 2009 STOCK INCENTIVE PLAN.
3 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING OCTOBER 31, 2010.
--------------------------------------------------------------------------------
LODGIAN, INC.
SECURITY 54021P403 MEETING TYPE Special
TICKER SYMBOL LGN MEETING DATE 15-Apr-2010
ISIN US54021P4037 AGENDA 933205696 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
JANUARY 22, 2010, BY AND AMONG LODGIAN, INC., LSREF
LODGING INVESTMENTS, LLC AND LSREF LODGING MERGER CO.,
INC. AND APPROVE THE MERGER OF LSREF LODGING MERGER CO.,
INC. WITH AND INTO LODGIAN, INC. AND THE OTHER
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.
02 TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT
THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER
AGREEMENT AND APPROVE THE MERGER AND THE OTHER
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.
--------------------------------------------------------------------------------
PORTUGAL TELECOM SGPS SA, LISBOA
SECURITY X6769Q104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 16-Apr-2010
ISIN PTPTC0AM0009 AGENDA 702296232 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1 Receive the management report, balance sheet and Management No Action
accounts for the year 2009
2 Receive the consolidated management report, balance Management No Action
sheet and accounts for the year 2009
3 Approve the proposal for application of profits Management No Action
4 Approve the general appraisal of the Company's Management No Action
management and supervision
5 Approve the acquisition and disposal of own shares Management No Action
6 Approve, pursuant to Number 4 of Article 8 of the Management No Action
Articles of Association, on the parameters applicable in
the event of any issuance of bonds convertible into
shares that may be resolved upon by the Board of
Directors
7 Approve the suppression of the pre-emptive right of Management No Action
shareholders in the subscription of any issuance of
convertible bonds as referred to under Item 6 hereof as
may be resolved upon by the Board of Directors
8 Approve the issuance of bonds and other securities, of Management No Action
whatever nature, by the Board of Directors, and notably
on the fixing of the value of such securities in
accordance with Number 3 of Article 8 and paragraph e)
of Number 1 of Article 15 of the Articles of Association
9 Approve the acquisition and disposal of own bonds and Management No Action
other own securities
10 Approve the creation of an ADHOC committee to decide on Management No Action
the remuneration of the members of the compensation
Committee
11 Approve the declaration in respect of the remuneration Management No Action
policy of the members of the management and supervisory
bodies of the Company
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH Non-Voting
QUORUM, THERE WILL BE A SECOND CALL ON 03 MAY 2010 AT
16:00 HRS. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO A- DVISED THAT YOUR SHARES WILL BE
BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING-IS
CANCELLED. THANK YOU.
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
SECOND CALL DATE. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 24
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU
SECURITY X9819B101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 19-Apr-2010
ISIN PTZON0AM0006 AGENDA 702305182 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1 Receive the annual report, balance and accounts, Management No Action
individual and Consolidated Companies Corporate
governance report for the year 2009
2 Approve the profit's appropriation Management No Action
3 Approve the general appreciation of the Companys Management No Action
Management and auditing
4 Election of the governing bodies for the triennial Management No Action
2010/2012
5 Election of the Auditor and also of the alternate for Management No Action
the triennium 2010/2012
6 Approve the statement from the remuneration committee on Management No Action
the remuneration policies of the management and audit
bodies
7 Election of the Remuneration Committee Management No Action
8 Approve the Board of Directors proposal for the renewal Management No Action
of attribution of Shares Plan and the approval of its
regulation
9 Approve to discuss the acquisition and sale of own shares Management No Action
- PLEASE NOTE THAT THE CONDITIONS FOR THE MEETING: MINIMUM Non-Voting
SHARES/VOTING RIGHT:-400/1. THANK YOU.
--------------------------------------------------------------------------------
OCE NV, VENLO
SECURITY 674627104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 22-Apr-2010
ISIN NL0000354934 AGENDA 702314333 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1 Opening and Announcements Management No Action
2 Receive the report of the Chairman of the Board of Management No Action
Directors and the report of Board of Executives Directors
3 Receive the report the Board of supervisory Directors Management No Action
4 Approve to adopt the financial statements for 2009 Management No Action
5.a Grant discharge and release of the members of Board of Management No Action
Executives Directors
5.b Grant discharge and release of the members of the Board Management No Action
of Supervisory Directors
6 Amend the Articles of Association Management No Action
7 Appoint Ernst & Young Accountants as external Auditor Management No Action
for a maximum period of
8 Approve to designate English as the official language of Management No Action
the annual report and other regulated information
9 Re-appoint Mr.P.A.F.W.Elverding as member of the Board Management No Action
of Supervisory Directors
10 Announcements , questions and close Management No Action
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING AT THIS Non-Voting
GENERAL MEETING ARE RELAXED AS THERE IS A REGISTRATION
DEADLINE / RECORD DATE ASSOCIATED WITH THIS MEETING.
THANK YOU.
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN Non-Voting
BLOCKING AND INSERTION OF-BLOCKING COMMENT. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETUR-N THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK-YOU.
--------------------------------------------------------------------------------
NORTHWESTERN CORPORATION
SECURITY 668074305 MEETING TYPE Annual
TICKER SYMBOL NWE MEETING DATE 22-Apr-2010
ISIN US6680743050 AGENDA 933197902 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 STEPHEN P. ADIK For For
2 DOROTHY M. BRADLEY For For
3 E. LINN DRAPER, JR. For For
4 DANA J. DYKHOUSE For For
5 JULIA L. JOHNSON For For
6 PHILIP L. MASLOWE For For
7 DENTON LOUIS PEOPLES For For
8 ROBERT C. ROWE For For
02 RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR ENDING DECEMBER 31, 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 25
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
GVT HOLDING SA, CURITIBA
SECURITY P5145T104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 27-Apr-2010
ISIN BRGVTTACNOR8 AGENDA 702348839 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
- IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN
ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE
- PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT Non-Voting
A MEMBER MUST-INCLUDE THE NAME OF THE CANDIDATE TO BE
ELECTED. IF INSTRUCTIONS TO VOTE ON-THIS ITEM IS
RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE
PROCESSED-IN FAVOR OR AGAINST OF THE DEFAULT COMPANY'S
CANDIDATE. THANK YOU.
- PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting
SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN- ARE ALLOWED.
THANK YOU
1 Receive the administrators accounts, discuss and vote on Management For For
the financial statements accompanied by the Independent
Auditors report regarding the FYE 31 DEC 2009
2 Election of the members of the Board of Directors Management For For
--------------------------------------------------------------------------------
ICO, INC.
SECURITY 449293109 MEETING TYPE Special
TICKER SYMBOL ICOC MEETING DATE 28-Apr-2010
ISIN US4492931096 AGENDA 933224141 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 APPROVE THE MERGER AGREEMENT DATED DECEMBER 2, 2009 BY Management For For
AND AMONG A. SCHULMAN, INC., ICO, INC. AND WILDCAT
SPIDER LLC, A WHOLLY- OWNED SUBSIDIARY OF A. SCHULMAN,
INC.
02 APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT
THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT.
--------------------------------------------------------------------------------
CIMPOR - CIMENTOS DE PORTUGAL S.G.P.S.SA, LISBOA
SECURITY X13765106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Apr-2010
ISIN PTCPR0AM0003 AGENDA 702317567 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1. Approve the Management report, the balance sheet and the Management No Action
individual annual accounts for the year 2009
2. Approve the consolidated Management report, the balance Management No Action
sheet and the consolidated accounts for the year 2009
3. Approve the allocation of the profit Management No Action
4. Approve the overall assessment of the Management and Management No Action
Supervision of the Company
5. Ratify the co-option of a new Director by the Board of Management No Action
Directors
6. Authorize the Company's Board of Directors to exercise Management No Action
competing activity (on their own name or representing a
third party) and/or hold office in a competing Company
as well as on their appointment on behalf or on
representation of a competing Company
7. Election of new members of the Company's Board of Management No Action
Directors for the current term of office (2009/2012), in
view of the resignation of Directors
8. Approve the partial alteration of Articles 5, 7, 9, 10, Management No Action
11, 16 and 17 of the Articles of Association
9. Approve the statement on the Company's Board Management No Action
Remuneration Policy
10. Approve the sale of own (treasury) shares to employees Management No Action
and members of the Boards of Directors of the Company or
of subsidiary companies under the Regulations on the
Acquisition of Shares by Employees Year 2010
11. Approve the sale of own (treasury) shares to executives Management No Action
in the Group and to members of the Boards of Directors
of the Company and of subsidiary companies, in
connection with the Share Option Plan
12. Approve the purchase and sale of own (treasury) shares Management No Action
--------------------------------------------------------------------------------
DIEBOLD, INCORPORATED
SECURITY 253651103 MEETING TYPE Annual
TICKER SYMBOL DBD MEETING DATE 29-Apr-2010
ISIN US2536511031 AGENDA 933204012 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 BRUCE L. BYRNES For For
2 MEI-WEI CHENG For For
3 PHILLIP R. COX For For
4 RICHARD L. CRANDALL For For
5 GALE S. FITZGERALD For For
6 PHILLIP B. LASSITER For For
7 JOHN N. LAUER For For
8 THOMAS W. SWIDARSKI For For
9 HENRY D.G. WALLACE For For
10 ALAN J. WEBER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR THE YEAR 2010.
03 TO RE-APPROVE THE COMPANY'S ANNUAL CASH BONUS PLAN. Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 26
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
LIFE TECHNOLOGIES CORPORATION
SECURITY 53217V109 MEETING TYPE Annual
TICKER SYMBOL LIFE MEETING DATE 29-Apr-2010
ISIN US53217V1098 AGENDA 933204783 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1 DIRECTOR Management
1 GEORGE F. ADAM, JR. For For
2 RAYMOND V. DITTAMORE For For
3 ARNOLD J. LEVINE PHD For For
4 BRADLEY G. LORIMIER For For
5 DAVID C. U'PRICHARD PHD For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2010
3 ADOPTION OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF Management For For
INCORPORATION OF THE COMPANY (ADOPT MAJORITY VOTING FOR
UNCONTESTED ELECTIONS OF DIRECTORS)
4 ADOPTION OF AMENDMENTS TO THE RESTATED CERTIFICATE OF Management For For
INCORPORATION OF THE COMPANY (ELIMINATE SUPERMAJORITY
PROVISIONS)
5 ADOPTION OF AMENDMENTS TO THE BYLAWS OF THE COMPANY Management For For
(ADOPT MAJORITY VOTING FOR UNCONTESTED ELECTIONS OF
DIRECTORS)
6 ADOPTION OF AN AMENDMENT TO THE BYLAWS OF THE COMPANY Management For For
(ELIMINATE SUPERMAJORITY PROVISIONS)
7 ADOPTION OF THE COMPANY'S 2010 INCENTIVE COMPENSATION Management For For
PLAN
--------------------------------------------------------------------------------
TRIMERIS, INC.
SECURITY 896263100 MEETING TYPE Annual
TICKER SYMBOL TRMS MEETING DATE 29-Apr-2010
ISIN US8962631003 AGENDA 933210534 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 FELIX J. BAKER, PH.D. For For
2 JULIAN C. BAKER For For
3 STEPHEN R. DAVIS For For
4 M.A. MATTINGLY, PHARM.D For For
5 BARRY D. QUART, PHARM.D For For
6 JAMES R. THOMAS For For
02 RATIFICATION AND APPROVAL OF THE SELECTION OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31,
2010.
03 RATIFICATION AND APPROVAL OF AN AMENDMENT TO THE Management Against Against
COMPANY'S 2007 STOCK INCENTIVE PLAN TO INCREASE THE
NUMBER OF AUTHORIZED SHARES ISSUABLE UNDER THE 2007
STOCK INCENTIVE PLAN FROM 1,000,000 TO 1,700,000.
--------------------------------------------------------------------------------
REDDY ICE HOLDINGS, INC.
SECURITY 75734R105 MEETING TYPE Annual
TICKER SYMBOL FRZ MEETING DATE 29-Apr-2010
ISIN US75734R1059 AGENDA 933223757 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1 DIRECTOR Management
1 GILBERT M. CASSAGNE For For
2 WILLIAM P. BRICK For For
3 KEVIN J. CAMERON For For
4 THEODORE J. HOST For For
5 MICHAEL S. MCGRATH For For
6 MICHAEL H. RAUCH For For
7 ROBERT N. VERDECCHIO For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS REDDY ICE HOLDINGS, INC.'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2010.
3 APPROVAL OF THE AMENDMENT TO THE REDDY ICE HOLDINGS, Management Against Against
INC. 2005 LONG TERM EQUITY INCENTIVE AND SHARE AWARD
PLAN, AS AMENDED.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 27
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
ZENITH NATIONAL INSURANCE CORP.
SECURITY 989390109 MEETING TYPE Special
TICKER SYMBOL ZNT MEETING DATE 29-Apr-2010
ISIN US9893901093 AGENDA 933227628 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
FEBRUARY 17, 2010, AMONG FAIRFAX FINANCIAL HOLDINGS
LIMITED, FAIRFAX INVESTMENTS II USA CORP. AND ZENITH
NATIONAL INSURANCE CORP.
02 TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT THE AGREEMENT AND PLAN OF
MERGER.
--------------------------------------------------------------------------------
APN NEWS & MEDIA LTD
SECURITY Q1076J107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 30-Apr-2010
ISIN AU000000APN4 AGENDA 702320069 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1 To receive and consider the financial report, the Non-Voting
Directors' report and-independent audit report for the
YE 31 DEC 2009
2.A Re-elect Mr. K.J. Luscombe as a Director, who retires by Management For For
rotation in accordance with the Company's Constitution
2.B Re-elect Mr. A.C. O'Reilly as a Director, who retires by Management For For
rotation in accordance with the Company's Constitution
2.C Re-elect Mr. A.E. Harris as a Director, who retires by Management For For
rotation in accordance with the Company's Constitution
3. Adopt the Company's remuneration report for the YE 31 Management For For
DEC 2009
- Other business Non-Voting
--------------------------------------------------------------------------------
MYERS INDUSTRIES, INC.
SECURITY 628464109 MEETING TYPE Contested-Annual
TICKER SYMBOL MYE MEETING DATE 30-Apr-2010
ISIN US6284641098 AGENDA 933250146 - Opposition
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 ROBERT S. PRATHER, JR. For *
2 EDWARD F. CRAWFORD For *
3 AVRUM GRAY For *
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS THE COMPANY'S Management For *
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
2010.
* MANAGEMENT POSITION UNKNOWN
--------------------------------------------------------------------------------
SKILLSOFT PLC
SECURITY 830928107 MEETING TYPE Special
TICKER SYMBOL SKIL MEETING DATE 03-May-2010
ISIN US8309281074 AGENDA 933205684 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
C1 TO APPROVE THE SCHEME OF ARRANGEMENT Management For For
E1 TO APPROVE THE SCHEME OF ARRANGEMENT Management For For
E2 CANCELLATION OF CANCELLATION SHARES AND APPLICATION OF Management For For
RESERVES
E3 AMENDMENT TO ARTICLES Management For For
E4 ADJOURNMENT OF EGM Management For For
--------------------------------------------------------------------------------
THE MIDDLEBY CORPORATION
SECURITY 596278101 MEETING TYPE Annual
TICKER SYMBOL MIDD MEETING DATE 04-May-2010
ISIN US5962781010 AGENDA 933213946 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1A ELECTION OF DIRECTOR: SELIM A. BASSOUL Management For For
1B ELECTION OF DIRECTOR: ROBERT B. LAMB Management For For
1C ELECTION OF DIRECTOR: RYAN LEVENSON Management For For
1D ELECTION OF DIRECTOR: JOHN R. MILLER III Management For For
1E ELECTION OF DIRECTOR: GORDON O'BRIEN Management For For
1F ELECTION OF DIRECTOR: PHILIP G. PUTNAM Management For For
1G ELECTION OF DIRECTOR: SABIN C. STREETER Management For For
02 RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT AUDITOR FOR FISCAL YEAR ENDED JANUARY 1,
2011.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 28
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
DRAGON OIL PLC
SECURITY G2828W132 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 05-May-2010
ISIN IE0000590798 AGENDA 702364477 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1 Receive and approve the Directors' report and financial Management For For
statements for the YE 31 DEC 2009
2.a Re-elect Mr. Ahmad Sharaf as a Director, who retires in Management For For
accordance with the Articles of Association
2.b Re-elect Mr. Saeed Al Mazrooei as a Director, who Management For For
retires in accordance with the Articles of Association
3 Receive and approve the Directors remuneration report Management For For
for the YE 31 DEC 2009
4 Authorize the Directors to fix the remuneration of the Management For For
Auditors in respect of the period expiring at the next
AGM of the Company
5 Approve, for the purposes of Section 140 of the Management For For
Companies Act 1963, that the AGM in 2011 and, if there
shall be any EGM before such meeting, such EGM or
meetings shall be held at such place as may be
determined by the Directors
S.6 Approve, a general meeting, other than an AGM and other Management For For
than a meeting called for the passing of a Special
Resolution, may be called on not less than 14 days
notice in accordance with the Articles of Association of
the Company
S.7 Authorize the Directors to allot equity securities Management For For
S.8 Grant authority to repurchase the Company's shares Management For For
--------------------------------------------------------------------------------
XSTRATA PLC
SECURITY G9826T102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 05-May-2010
ISIN GB0031411001 AGENDA 702374935 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1 Receive and adopt the annual report and financial Management For For
statements of the Company, and the reports of the
Directors and the Auditors thereon, for the YE 31 DEC
2009
2 Declare a final dividend of USD 0.08 cents per Ordinary Management For For
Share in respect of the YE 31 DEC 2009
3 Approve the Directors remuneration report for the YE 31 Management For For
DEC 2009
4 Re-election of Mick Davis as a Director Management For For
5 Re-election of David Rough as a Director Management For For
6 Re-election of Sir. Steve Robson as a Director Management For For
7 Re-election of Willy Strothotte as a Director Management For For
8 Election of Dr. Con Fauconnier as a Director Management For For
9 Re-appoint Ernst & Young LLP as the Auditors to the Management For For
Company to hold office until the conclusion of the next
general meeting at which accounts are laid before the
Company and authorize the Directors to determine the
remuneration of the Auditors
10 Authorize the Directors, pursuant to Section 551 of the Management For For
Companies Act 2006 to: (i) allot shares in the Company,
and to grant rights to subscribe for or to convert any
security into shares in the Company: (A) up to an
aggregate nominal amount of USD 489,835,270; and (B)
comprising equity securities (as defined in Section 560
of the Companies Act 2006) up to an aggregate nominal
amount of USD 979,670,540 (including within such limit
any shares issued or rights granted under paragraph (A)
above) in connection with an offer by way of a rights
issue: (I) to holders of ordinary shares in proportion
(as nearly as may be practicable) to their existing
holdings; and (II) to people who are holders of other
equity securities if this is required by the rights of
those securities or, if the Directors consider it
necessary, as permitted by the rights of those
securities, and so that the Directors may impose any
limits or restrictions and make any arrangements which
they consider necessary or appropriate to deal with
treasury shares, fractional entitlements, record dates,
legal, regulatory or practical problems in, or under,
the laws of, any territory or any other matter; for a
period expiring (unless previously renewed, varied or
revoked by the Company in a general meeting) at the end
of the next annual general meeting of the Company after
the date on which this resolution is passed; and (ii)
make an offer or agreement which would or might require
shares to be allotted, or rights to subscribe for or
convert any security into shares to be granted, after
expiry of this authority and the directors may allot
shares and grant rights in pursuance of that offer or
agreement as if this authority had not expired, (b)
that, subject to paragraph (c) below, all existing
authorities given to the Directors pursuant to Section
80 of the Companies Act 1985 to allot relevant
securities (as defined by the Companies Act 1985) by the
passing on 05 MAY 2009 of the resolution numbered 8 as
set out in the notice of the Company's seventh AGM (the
"2009 AGM Notice") be revoked by this resolution, (c)
that paragraph (b) above shall be without prejudice to
the continuing authority of the directors to allot
shares, or grant rights to subscribe for or convert any
securities into shares, pursuant to an offer or
agreement made by the Company before the expiry of the
authority pursuant to which such offer or agreement was
made
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 29
The Gabelli Global Deal Fund
S.11 Authorize the Directors, subject to the passing of Management For For
Resolution 10 in the Notice of AGM and in place of the
power given to them by the passing on 05 MAY 2009 of the
resolution numbered 9 as set out in the 2009 AGM Notice,
pursuant to Section 570 and Section 573 of the Companies
Act 2006 to allot equity securities (as defined in
Section 560 of the Companies Act 2006) for cash,
pursuant to the authority conferred by Resolution 10 in
the Notice of AGM as if Section 561(1) of the Companies
Act 2006 did not apply to the allotment, this power: (a)
expires (unless previously renewed, varied or revoked by
the Company in a general meeting) at the end of the next
AGM of the Company after the date on which this
resolution is passed, but the Company may make an offer
or agreement which would or might require equity
securities to be allotted after expiry of this power and
the Directors may allot equity securities in pursuance
of that offer or agreement as if this power had not
expired; and (b) shall be limited to the allotment of
equity securities in connection with an offer of equity
securities (but in the case of the authority granted
under Resolution 10 (a)(i)(B), by way of a rights issue
only): (i) to the ordinary shareholders in proportion
(as nearly as may be practicable) to their existing
holdings; and (ii) to people who hold other equity
securities, if this is required by the rights of those
securities or, if the Directors consider it necessary,
as permitted by the rights of those securities, and so
that the directors may impose any limits or restrictions
and make any arrangements which they consider necessary
or appropriate to deal with treasury shares, fractional
entitlements, record dates, legal, regulatory or
practical problems in, or under the laws of, any
territory or any other matter; and (c) in the case of
the authority granted under Resolution 10 (a)(i)(A)
shall be limited to the allotment of equity securities
for cash otherwise than pursuant to paragraph (b) up to
an aggregate nominal amount of USD 73,475,290; this
power applies in relation to a sale of shares which is
an allotment of equity securities by virtue of Section
560(3) of the Act as if the first paragraph of this
resolution the words "pursuant to the authority
conferred by Resolution 10 in the Notice of Annual
General Meeting" were omitted
S.12 Approve that any EGM of the Company (as defined in the Management For For
Company's Articles of Association as a general meeting
other than an AGM) may be called on not less than 20
clear days' notice
S.13 Amend, with effect from the conclusion of the meeting: Management For For
(A) save for Clause 4.3 of the Company's Memorandum of
Association (the "Memorandum") which shall remain in
full force and effect, the Articles of Association of
the Company by deleting the provisions of the Company's
Memorandum which, by virtue of Section 28 Companies Act
2006, are to be treated as provisions of the Company's
Articles of Association; and (B) the amendments to the
Company's Articles of Association which are shown in the
draft Articles of Association labelled "A" for the
purposes of identification, the main features of which
are as specified, shall become effective
--------------------------------------------------------------------------------
PEPSICO, INC.
SECURITY 713448108 MEETING TYPE Annual
TICKER SYMBOL PEP MEETING DATE 05-May-2010
ISIN US7134481081 AGENDA 933213388 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1A ELECTION OF DIRECTOR: S.L. BROWN Management For For
1B ELECTION OF DIRECTOR: I.M. COOK Management For For
1C ELECTION OF DIRECTOR: D. DUBLON Management For For
1D ELECTION OF DIRECTOR: V.J. DZAU Management For For
1E ELECTION OF DIRECTOR: R.L. HUNT Management For For
1F ELECTION OF DIRECTOR: A. IBARGUEN Management For For
1G ELECTION OF DIRECTOR: A.C. MARTINEZ Management For For
1H ELECTION OF DIRECTOR: I.K. NOOYI Management For For
1I ELECTION OF DIRECTOR: S.P. ROCKEFELLER Management For For
1J ELECTION OF DIRECTOR: J.J. SCHIRO Management For For
1K ELECTION OF DIRECTOR: L.G. TROTTER Management For For
1L ELECTION OF DIRECTOR: D. VASELLA Management For For
02 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. Management For For
03 APPROVAL OF AMENDMENT TO PEPSICO, INC. 2007 LONG- TERM Management Against Against
INCENTIVE PLAN.
04 SHAREHOLDER PROPOSAL - CHARITABLE CONTRIBUTIONS REPORT Shareholder Against For
(PROXY STATEMENT P. 67)
05 SHAREHOLDER PROPOSAL - RIGHT TO CALL SPECIAL Shareholder Against For
SHAREHOLDERS MEETING (PROXY STATEMENT P. 68)
06 SHAREHOLDER PROPOSAL - PUBLIC POLICY REPORT (PROXY Shareholder Against For
STATEMENT P. 70)
--------------------------------------------------------------------------------
ARRIVA PLC
SECURITY G05161107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 06-May-2010
ISIN GB0002303468 AGENDA 702361154 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1 Approve the report and accounts for the YE 31 DEC 2009 Management For For
2 Approve the final dividend for the YE 31 DEC 2009 Non-Voting
3 Receive the Directors' remuneration report for the YE 31 Management For For
DEC 2009
4 Re-elect Mr. D. R. Martin Management For For
5 Re-elect Mr. N. P. Buckles Management For For
6 Re-elect Mr. S. G. Williams Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 30
The Gabelli Global Deal Fund
7 Re-appoint PricewaterhouseCoopers LLP as the Auditors to Management For For
the Company and authorize the Directors to fix the
Auditors remuneration
8 Grant authority to allot shares Management For For
S.9 Grant authority to purchase own shares Management For For
S.10 Grant authority to allot equity securities for cash Management For For
S.11 Adopt the new Articles of Association of the Company Management For For
12 Grant authority to make political donations Management For For
S.13 Grant authority to call general meeting on not less than Management For For
14 clear days' notice
--------------------------------------------------------------------------------
BCE INC.
SECURITY 05534B760 MEETING TYPE Annual
TICKER SYMBOL BCE MEETING DATE 06-May-2010
ISIN CA05534B7604 AGENDA 933223505 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 B.K. ALLEN For For
2 A. BERARD For For
3 R.A. BRENNEMAN For For
4 S. BROCHU For For
5 R.E. BROWN For For
6 G.A. COPE For For
7 A.S. FELL For For
8 D. SOBLE KAUFMAN For For
9 B.M. LEVITT For For
10 E.C. LUMLEY For For
11 T.C. O'NEILL For For
12 P.R. WEISS For For
02 DELOITTE & TOUCHE LLP AS AUDITORS Management For For
03 RESOLVED, ON AN ADVISORY BASIS AND NOT TO DIMINISH THE Management For For
ROLE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS,
THAT THE SHAREHOLDERS ACCEPT THE APPROACH TO EXECUTIVE
COMPENSATION DISCLOSED IN THE 2010 MANAGEMENT PROXY
CIRCULAR DATED MARCH 11, 2010 DELIVERED IN ADVANCE OF
THE 2010 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF BCE.
--------------------------------------------------------------------------------
SMIT INTERNATIONALE NV, ROTTERDAM
SECURITY N81047172 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 12-May-2010
ISIN NL0000383800 AGENDA 702401415 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1 Opening of the general meeting Non-Voting
2 Report of the Managing Board on the FY 2009 Non-Voting
3 Approve the annual accounts on the FY 2009 Management No Action
4 Discussion of the reserves and dividend policy Non-Voting
5 Determination of the profit allocation Non-Voting
6 Grant discharge to the Managing Board in respect of the Management No Action
duties performed during the past FY
7 Grant discharge to the Supervisory Board in respect of Management No Action
the duties performed during the past FY
8 Amend the Articles of Association Management No Action
9.a Approve to resign Mr. W. Cordia as Member of the Management No Action
Supervisory Board where all details as laid down in
Article 2:158 Paragraph 5, Section 2, 142 Paragraph 3 of
the Dutch Civil Code are available for the general
meeting of shareholders
9.b Approve to resign Mr. F.E.L. Dorhout Mees as Member of Management No Action
the Supervisory Board where all details as laid down in
Article 2:158 Paragraph 5, Section 2: 142 Paragraph 3 of
the Dutch Civil Code are available for the general
meeting of shareholders
9.c Approve to resign Mr. H.J. Hazewinkel as Member of the Management No Action
Supervisory Board where all details as laid down in
Article 2:158 Paragraph 5, Section 2: 142 Paragraph 3 of
the Dutch Civil Code are available for the general
meeting of shareholders
9.d Approve to resign Mr. H.C.P. Noten as Member of the Management No Action
Supervisory Board where all details as laid down in
Article 2:158 Paragraph 5, Section 2: 142 Paragraph 3 of
the Dutch Civil Code are available for the general
meeting of shareholders
9.e Approve to resign Mr. R.R. Hendriks as Member of the Management No Action
Supervisory Board where all details as laid down in
Article 2:158 Paragraph 5, Section 2: 142 Paragraph 3 of
the Dutch Civil Code are available for the general
meeting of shareholders
9.f Appointment of Mr. P. A. M. Berdowski as Member of the Management No Action
Supervisory Board where all details as la id down in
Article 2:158 Paragraph 5, Section 2: 142 paragraph 3 of
the Dutch Civil Code are available for the general
meeting of shareholders
9.g Appointment of Mr. J.H. Kamps as Member of the Management No Action
Supervisory Board where all details as laid down in
Article 2:158 Paragraph 5, Section 2: 142 paragraph 3 of
the Dutch Civil Code are available for the general
meeting of shareholders
9.h Appointment of Mr. T.L. Baartmans as Member of the Management No Action
Supervisory Board where all details as laid down in
Article 2:158 Paragraph 5, Section 2: 142 Paragraph 3 of
the Dutch Civil Code are available for the general
meeting of shareholders
10 Approve to assign KPMG Accountants N.V. as the Auditors Management No Action
responsible for auditing the financial accounts for the
year 2010
11 Any other business and closing of the meeting Non-Voting
CMMT PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING AT THIS Non-Voting
GENERAL MEETING ARE-RELAXED AS THERE IS A REGISTRATION
DEADLINE / RECORD DATE ASSOCIATED WITH-THIS MEETING.
THANK YOU.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 31
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
ARTHROCARE CORPORATION
SECURITY 043136100 MEETING TYPE Annual
TICKER SYMBOL ARTC MEETING DATE 12-May-2010
ISIN US0431361007 AGENDA 933216930 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 CHRISTIAN P. AHRENS For For
2 GREGORY A. BELINFANTI For For
3 BARBARA D. BOYAN, PH.D. For For
4 DAVID FITZGERALD For For
5 JAMES G. FOSTER For For
6 TERRENCE E. GEREMSKI For For
7 TORD B. LENDAU For For
8 PETER L. WILSON For For
02 TO APPROVE THE AMENDMENT OF THE COMPANY'S AMENDED AND Management Against Against
RESTATED 2003 INCENTIVE STOCK PLAN TO, AMONG OTHER
MODIFICATIONS, INCREASE THE NUMBER OF SHARES OF COMMON
STOCK RESERVED FOR ISSUANCE THEREUNDER BY 2,200,000
SHARES.
03 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2010 FISCAL YEAR.
--------------------------------------------------------------------------------
BRINK'S HOME SECURITY HOLDINGS, INC.
SECURITY 109699108 MEETING TYPE Special
TICKER SYMBOL CFL MEETING DATE 12-May-2010
ISIN US1096991088 AGENDA 933240450 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 APPROVE (A) THE AGREEMENT AND PLAN OF MERGER, BY AND Management For For
AMONG BRINK'S HOME SECURITY HOLDINGS, INC., TYCO
INTERNATIONAL LTD., BARRICADE MERGER SUB, INC., ADT
SECURITY SERVICES, INC., (B) THE MERGER CONTEMPLATED BY
THE MERGER AGREEMENT (THE "MERGER"); AND (C) THE PLAN OF
MERGER THAT MEETS THE REQUIREMENTS OF SECTION 13.1-716
OF THE VIRGINIA STOCK CORPORATION ACT.
02 CONSIDER AND VOTE UPON ANY PROPOSAL TO ADJOURN THE Management For For
SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE IS
AN INSUFFICIENT NUMBER OF VOTES AT THE TIME OF SUCH
ADJOURNMENT TO APPROVE THE MERGER AGREEMENT, THE MERGER
AND THE PLAN.
--------------------------------------------------------------------------------
SLM CORPORATION
SECURITY 78442P106 MEETING TYPE Annual
TICKER SYMBOL SLM MEETING DATE 13-May-2010
ISIN US78442P1066 AGENDA 933221133 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1A ELECTION OF DIRECTOR: ANN TORRE BATES Management For For
1B ELECTION OF DIRECTOR: WILLIAM M. DIEFENDERFER, III Management For For
1C ELECTION OF DIRECTOR: DIANE SUITT GILLELAND Management For For
1D ELECTION OF DIRECTOR: EARL A. GOODE Management For For
1E ELECTION OF DIRECTOR: RONALD F. HUNT Management For For
1F ELECTION OF DIRECTOR: ALBERT L. LORD Management For For
1G ELECTION OF DIRECTOR: MICHAEL E. MARTIN Management For For
1H ELECTION OF DIRECTOR: BARRY A. MUNITZ Management For For
1I ELECTION OF DIRECTOR: HOWARD H. NEWMAN Management For For
1J ELECTION OF DIRECTOR: A. ALEXANDER PORTER, JR. Management For For
1K ELECTION OF DIRECTOR: FRANK C. PULEO Management For For
1L ELECTION OF DIRECTOR: WOLFGANG SCHOELLKOPF Management For For
1M ELECTION OF DIRECTOR: STEVEN L. SHAPIRO Management For For
1N ELECTION OF DIRECTOR: J. TERRY STRANGE Management For For
1O ELECTION OF DIRECTOR: ANTHONY P. TERRACCIANO Management For For
1P ELECTION OF DIRECTOR: BARRY L. WILLIAMS Management For For
02 APPROVAL OF AN AMENDMENT TO EQUITY PLANS FOR AN OPTION Management Against Against
EXCHANGE PROGRAM.
03 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 32
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
UTS ENERGY CORPORATION
SECURITY 903396109 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL UEYCF MEETING DATE 13-May-2010
ISIN CA9033961090 AGENDA 933251287 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 ON THE ORDINARY RESOLUTION ELECTING THE DIRECTORS AS SET Management For For
FORTH IN THE MANAGEMENT PROXY CIRCULAR OF THE COMPANY
DATED APRIL 6, 2010 (THE "MANAGEMENT PROXY CIRCULAR"):
02 ON THE ORDINARY RESOLUTION APPOINTING KPMG LLP, Management For For
CHARTERED ACCOUNTANTS, AS AUDITORS OF THE COMPANY AT
SUCH REMUNERATION AS MAY BE APPROVED BY THE DIRECTORS OF
THE COMPANY:
03 ON THE ORDINARY RESOLUTION RATIFYING AND APPROVING Management For For
CERTAIN AMENDMENTS TO THE OPTION SURRENDER PLAN OF THE
COMPANY AS DESCRIBED IN THE MANAGEMENT PROXY CIRCULAR:
04 ON THE ORDINARY RESOLUTION RATIFYING AND APPROVING Management For For
CERTAIN AMENDMENTS TO THE SHARE APPRECIATION RIGHTS PLAN
OF THE COMPANY AS DESCRIBED IN THE MANAGEMENT PROXY
CIRCULAR.
--------------------------------------------------------------------------------
KRAFT FOODS INC.
SECURITY 50075N104 MEETING TYPE Annual
TICKER SYMBOL KFT MEETING DATE 18-May-2010
ISIN US50075N1046 AGENDA 933205331 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1A ELECTION OF DIRECTOR: AJAYPAL S. BANGA Management For For
1B ELECTION OF DIRECTOR: MYRA M. HART Management For For
1C ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For
1D ELECTION OF DIRECTOR: MARK D. KETCHUM Management For For
1E ELECTION OF DIRECTOR: RICHARD A. LERNER, M.D. Management For For
1F ELECTION OF DIRECTOR: MACKEY J. MCDONALD Management For For
1G ELECTION OF DIRECTOR: JOHN C. POPE Management For For
1H ELECTION OF DIRECTOR: FREDRIC G. REYNOLDS Management For For
1I ELECTION OF DIRECTOR: IRENE B. ROSENFELD Management For For
1J ELECTION OF DIRECTOR: J.F. VAN BOXMEER Management For For
1K ELECTION OF DIRECTOR: DEBORAH C. WRIGHT Management For For
1L ELECTION OF DIRECTOR: FRANK G. ZARB Management For For
2 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2010.
3 SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER ACTION BY Shareholder Against For
WRITTEN CONSENT.
--------------------------------------------------------------------------------
BEL FUSE INC.
SECURITY 077347201 MEETING TYPE Annual
TICKER SYMBOL BELFA MEETING DATE 18-May-2010
ISIN US0773472016 AGENDA 933250843 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 DANIEL BERNSTEIN For For
2 PETER GILBERT For For
3 JOHN S. JOHNSON For For
02 WITH RESPECT TO THE RATIFICATION OF THE DESIGNATION OF Management For For
DELOITTE & TOUCHE LLP TO AUDIT BEL'S BOOKS AND ACCOUNTS
FOR 2010.
--------------------------------------------------------------------------------
SPERIAN PROTECTION, VILLEPINTE
SECURITY F0635W106 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 19-May-2010
ISIN FR0000060899 AGENDA 702370090 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
CMMT French Resident Shareowners must complete, sign and Non-Voting
forward the Proxy Card directly to the sub custodian.
Please contact your Client Service Representative to
obtain the necessary card, account details and
directions. The following applies to Non- Resident
Shareowners: Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have become
Registered Intermediaries, on the Vote Deadline Date. In
capacity as- Registered Intermediary, the Global
Custodian will sign the Proxy Card and-forward to the
local custodian. If you are unsure whether your Global
Custodian acts as Registered Intermediary, please
contact your representative
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID Non-Voting
VOTE OPTIONS ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN"
WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL
LINK:-https://balo.journal-
officiel.gouv.fr/pdf/2010/0412/201004121001096.pdf
O.1 Approve the consolidated accounts for the year ending 31 Management For For
DEC 2009
O.2 Approve the balance sheet and the Company accounts for Management For For
the year ending 31 DEC 2009
O.3 Approve the allocation of the result for the year ending Management For For
31 DEC 2009
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 33
The Gabelli Global Deal Fund
O.4 Approve to set the Directors' fees Management For For
O.5 Approve the agreements specified in Article L. 225-38 et Management For For
seq. of the Code du Commerce Commercial Code
O.6 Approve the renewal of the Director's mandate held by Management For For
Monsieur Philippe Bacon
O.7 Approve the renewal of the Director's mandate held by Management For For
Monsieur Henri-Dominique Petit
O.8 Ratify the co-opting of Monsieur Laurent Vacherot as a Management For For
Director
O.9 Approve the renewal of the Director's mandate held by Management For For
Monsieur Laurent Vacherot
O.10 Approve the renewal of the Director's mandate held by Management For For
Monsieur Francois de Lisle
O.11 Approve the renewal of the Director's mandate held by Management For For
Monsieur Philippe Rollier
O.12 Authorize the Board of Directors for the Company to buy Management For For
back and sell its own shares, under legal conditions
O.13 Powers Management For For
E.14 Grant authority to reduce capital stock by canceling the Management For For
Company's own shares
E.15 Powers Management For For
--------------------------------------------------------------------------------
RCN CORPORATION
SECURITY 749361200 MEETING TYPE Special
TICKER SYMBOL RCNI MEETING DATE 19-May-2010
ISIN US7493612003 AGENDA 933261721 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
MARCH 5, 2010, AS IT MAY BE AMENDED FROM TIME TO TIME,
BY AND AMONG RCN CORPORATION, YANKEE CABLE ACQUISITION,
LLC, YANKEE METRO PARENT, INC. AND YANKEE METRO MERGER
SUB, INC., AND TO APPROVE THE TRANSACTIONS CONTEMPLATED
THEREBY.
02 TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT AND TO
APPROVE THE TRANSACTIONS CONTEMPLATED THEREBY.
--------------------------------------------------------------------------------
ALLEGHENY ENERGY, INC.
SECURITY 017361106 MEETING TYPE Annual
TICKER SYMBOL AYE MEETING DATE 20-May-2010
ISIN US0173611064 AGENDA 933213972 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1A ELECTION OF DIRECTOR: H. FURLONG BALDWIN Management For For
1B ELECTION OF DIRECTOR: ELEANOR BAUM Management For For
1C ELECTION OF DIRECTOR: PAUL J. EVANSON Management For For
1D ELECTION OF DIRECTOR: CYRUS F. FREIDHEIM, JR. Management For For
1E ELECTION OF DIRECTOR: JULIA L. JOHNSON Management For For
1F ELECTION OF DIRECTOR: TED J. KLEISNER Management For For
1G ELECTION OF DIRECTOR: CHRISTOPHER D. PAPPAS Management For For
1H ELECTION OF DIRECTOR: STEVEN H. RICE Management For For
1I ELECTION OF DIRECTOR: GUNNAR E. SARSTEN Management For For
1J ELECTION OF DIRECTOR: MICHAEL H. SUTTON Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR 2010.
03 STOCKHOLDER PROPOSAL RELATING TO AN INDEPENDENT BOARD Shareholder Against For
CHAIRMAN.
--------------------------------------------------------------------------------
ALCON, INC.
SECURITY H01301102 MEETING TYPE Annual
TICKER SYMBOL ACL MEETING DATE 20-May-2010
ISIN CH0013826497 AGENDA 933230497 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 APPROVAL OF THE 2009 ANNUAL REPORT AND ACCOUNTS OF Management For For
ALCON, INC. AND THE 2009 CONSOLIDATED FINANCIAL
STATEMENTS OF ALCON, INC. AND SUBSIDIARIES
02 APPROPRIATION OF AVAILABLE EARNINGS AND PROPOSED Management For For
DIVIDEND TO SHAREHOLDERS FOR THE FINANCIAL YEAR 2009
03 DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR Management For For
THE FINANCIAL YEAR 2009
04 ELECTION OF KPMG AG, ZUG, AUDITORS Management For For
05 ELECTION OF OBT AG, ZURICH, AS SPECIAL AUDITORS Management For For
06 AMENDMENTS TO THE ARTICLES OF ASSOCIATION Management For For
7A ELECTION OF DIRECTOR: WERNER BAUER Management For For
7B ELECTION OF DIRECTOR: FRANCISCO CASTANER Management For For
7C ELECTION OF DIRECTOR: LODEWIJK J.R. DE VINK Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 34
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
HEELYS, INC
SECURITY 42279M107 MEETING TYPE Annual
TICKER SYMBOL HLYS MEETING DATE 20-May-2010
ISIN US42279M1071 AGENDA 933260957 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1 DIRECTOR Management
1 JERRY R. EDWARDS For For
2 PATRICK F. HAMNER For For
3 THOMAS C. HANSEN For For
4 SAMUEL B. LIGON For For
5 GARY L. MARTIN For For
6 N RODERICK MCGEACHY III For For
7 RALPH T. PARKS For For
8 JEFFREY G. PETERSON For For
02 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDED 2010.
03 APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE Management For For
COMPANY'S 2006 STOCK INCENTIVE PLAN.
--------------------------------------------------------------------------------
ALCON, INC.
SECURITY H01301102 MEETING TYPE Annual
TICKER SYMBOL ACL MEETING DATE 20-May-2010
ISIN CH0013826497 AGENDA 933270441 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 APPROVAL OF THE 2009 ANNUAL REPORT AND ACCOUNTS OF Management For For
ALCON, INC. AND THE 2009 CONSOLIDATED FINANCIAL
STATEMENTS OF ALCON, INC. AND SUBSIDIARIES
02 APPROPRIATION OF AVAILABLE EARNINGS AND PROPOSED Management For For
DIVIDEND TO SHAREHOLDERS FOR THE FINANCIAL YEAR 2009
03 DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR Management For For
THE FINANCIAL YEAR 2009
04 ELECTION OF KPMG AG, ZUG, AUDITORS Management For For
05 ELECTION OF OBT AG, ZURICH, AS SPECIAL AUDITORS Management For For
06 AMENDMENTS TO THE ARTICLES OF ASSOCIATION Management For For
7A ELECTION OF DIRECTOR: WERNER BAUER Management For For
7B ELECTION OF DIRECTOR: FRANCISCO CASTANER Management For For
7C ELECTION OF DIRECTOR: LODEWIJK J.R. DE VINK Management For For
--------------------------------------------------------------------------------
CABLEVISION SYSTEMS CORPORATION
SECURITY 12686C109 MEETING TYPE Annual
TICKER SYMBOL CVC MEETING DATE 21-May-2010
ISIN US12686C1099 AGENDA 933233772 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 ZACHARY W. CARTER For For
2 THOMAS V. REIFENHEISER For For
3 JOHN R. RYAN For For
4 VINCENT TESE For For
5 LEONARD TOW For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR FISCAL YEAR 2010.
--------------------------------------------------------------------------------
FORSYS METALS CORP.
SECURITY 34660G104 MEETING TYPE Annual
TICKER SYMBOL FOSYF MEETING DATE 21-May-2010
ISIN CA34660G1046 AGENDA 933263054 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO APPROVE THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP, CHARTERED ACCOUNTANTS ("PWC"), AS AUDITORS OF THE
COMPANY FOR THE ENSUING YEAR AND AUTHORIZE THE DIRECTORS
TO FIX THE REMUNERATION OF THE AUDITORS.
02 THE ELECTION OF THE DIRECTORS AS NOMINATED BY MANAGEMENT Management For For
OF THE COMPANY AS SET FORTH IN THE MANAGEMENT
INFORMATION CIRCULAR.
--------------------------------------------------------------------------------
FORSYS METALS CORP.
SECURITY 34660G104 MEETING TYPE Annual
TICKER SYMBOL FOSYF MEETING DATE 21-May-2010
ISIN CA34660G1046 AGENDA 933263066 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO APPROVE THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP, CHARTERED ACCOUNTANTS ("PWC"), AS AUDITORS OF THE
COMPANY FOR THE ENSUING YEAR AND AUTHORIZE THE DIRECTORS
TO FIX THE REMUNERATION OF THE AUDITORS.
02 THE ELECTION OF THE DIRECTORS AS NOMINATED BY MANAGEMENT Management For For
OF THE COMPANY AS SET FORTH IN THE MANAGEMENT
INFORMATION CIRCULAR.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 35
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
SCMP GROUP LTD
SECURITY G7867B105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 24-May-2010
ISIN BMG7867B1054 AGENDA 702370569 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
CMMT Please note that important additional meeting Non-Voting
information is available by-clicking on the material URL
link-
http://www.hkexnews.hk/listedco/listconews/sehk/20100416/LTN2
0100416149.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE "IN Non-Voting
FAVOR" OR "AGAINST" FOR-ALL RESOLUTIONS. THANK YOU.
1 Adopt the audited financial statements and the Management For For
Directors' Report and Independent Auditor's Report for
the YE 31 DEC 2009
2.a Re-elect Mr. Wong Kai Man as a independent non-executive Management For For
Director
2.b Re-elect Mr. Roberto V. Ongpin as a Non-executive Management For For
Director.
2.c Re-elect Mr. Kuok Khoon Ean as a Non-executive Director Management For For
2.d Re-elect Dr. Fred Hu Zu Liu as a Independent Management For For
Non-executive Director
3 Authorize the Board to fix Directors' fee Management For For
4 Re-appoint PricewaterhouseCoopers as the Auditor and Management For For
authorize the Board to fix their remuneration
5 Authorize the Directors to issue shares in terms of the Management For For
proposed ordinary resolution set out in item 5 in the
notice of the meeting
6 Authorize the Directors to repurchase shares in terms of Management For For
the proposed ordinary resolution set out in item 6 in
the notice of the meeting
7 Authorize the Directors to add repurchased shares to the Management For For
share issue general mandate in terms of the proposed
ordinary resolution set out in item 7 in the notice of
the meeting
S.8 Adopt the new Chinese name of the Company for Management For For
identification purpose only and to register such Chinese
name with the Registrar of Companies in Hong Kong under
Part XI of the Companies Ordinance
9 Approve and adopt the 2010 Share Option Scheme in terms Management For For
of the ordinary resolution set out in item 9 in the
notice of the meeting
10 Approve to terminate the existing share Option Scheme in Management For For
terms of the ordinary resolution set out in item 10 in
the notice of the meeting
--------------------------------------------------------------------------------
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD
SECURITY G0534R108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-May-2010
ISIN BMG0534R1088 AGENDA 702389051 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting
FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS. THANK YOU.
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL
LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20100423/LTN2
0100423091.pdf
1 Receive and approve the audited consolidated financial Management For For
statements for the YE 31 DEC 2009 and the reports of the
Directors and Auditors thereon
2 Declare the final dividend for the YE 31 DEC 2009 Management For For
3.a Re-elect Mr. John F. CONNELLY as a Director Management For For
3.b Re-elect Mr. JU Wei Min as a Director Management For For
3.c Re-elect Ms. Nancy KU as a Director Management For For
3.d Re-elect Mr. LUO Ning as a Director Management For For
3.e Re-elect Professor Edward CHEN as a Director Management For For
3.f Re-elect Mr. Robert SZE as a Director Management For For
3.g Authorize the Board to fix the remuneration of the Management For For
Directors
4 Re-appoint PricewaterhouseCoopers as the Auditors of the Management For For
Company and authorize the Board to fix their
remuneration for the YE 31 DEC 2010
5 Authorize the Directors to allot, issue and dispose of Management For For
new shares in the capital of the Company
6 Authorize the Directors to repurchase shares of the Management For For
Company
7 Approve to extend, conditional upon the passing of Management For For
Resolutions (5) and (6), the general mandate to allot,
issue and dispose of new shares by adding the number of
shares repurchased
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 36
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
PLATO LEARNING, INC.
SECURITY 72764Y100 MEETING TYPE Special
TICKER SYMBOL TUTR MEETING DATE 25-May-2010
ISIN US72764Y1001 AGENDA 933257304 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MARCH 25, 2010, AMONG PLATO
LEARNING, INC., PROJECT PORSCHE HOLDINGS CORPORATION AND
PROJECT PORSCHE MERGER CORP. AND THE MERGER CONTEMPLATED
THEREBY, AS IT MAY BE AMENDED FROM TIME TO TIME.
02 APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
PROPERLY CAST AT THE TIME OF THE MEETING TO APPROVE AND
ADOPT THE AGREEMENT AND PLAN OF MERGER.
--------------------------------------------------------------------------------
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
SECURITY 18451C109 MEETING TYPE Annual
TICKER SYMBOL CCO MEETING DATE 25-May-2010
ISIN US18451C1099 AGENDA 933267280 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1A ELECTION OF DIRECTOR: BLAIR E. HENDRIX Management For For
1B ELECTION OF DIRECTOR: DANIEL G. JONES Management For For
1C ELECTION OF DIRECTOR: SCOTT R. WELLS Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2010.
--------------------------------------------------------------------------------
BOWNE & CO., INC.
SECURITY 103043105 MEETING TYPE Special
TICKER SYMBOL BNE MEETING DATE 26-May-2010
ISIN US1030431050 AGENDA 933263751 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS OF Management For For
FEBRUARY 23, 2010, AMONG BOWNE & CO., INC., R. R.
DONNELLEY & SONS COMPANY, AND SNOOPY ACQUISITION, INC.,
AS IT MAY BE AMENDED FROM TIME TO TIME.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
ADOPT THE MERGER AGREEMENT.
--------------------------------------------------------------------------------
RISKMETRICS GROUP, INC.
SECURITY 767735103 MEETING TYPE Special
TICKER SYMBOL RISK MEETING DATE 27-May-2010
ISIN US7677351030 AGENDA 933268282 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
FEBRUARY 28, 2010, AS IT MAY BE AMENDED FROM TIME TO
TIME, AMONG MSCI INC., CROSSWAY INC. AND RISKMETRICS
GROUP, INC.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE
SPECIAL MEETING.
--------------------------------------------------------------------------------
CONSTELLATION ENERGY GROUP, INC.
SECURITY 210371100 MEETING TYPE Annual
TICKER SYMBOL CEG MEETING DATE 28-May-2010
ISIN US2103711006 AGENDA 933241957 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1A ELECTION OF DIRECTOR: YVES C. DE BALMANN Management For For
1B ELECTION OF DIRECTOR: ANN C. BERZIN Management For For
1C ELECTION OF DIRECTOR: JAMES T. BRADY Management For For
1D ELECTION OF DIRECTOR: DANIEL CAMUS Management For For
1E ELECTION OF DIRECTOR: JAMES R. CURTISS Management For For
1F ELECTION OF DIRECTOR: FREEMAN A. HRABOWSKI, III Management For For
1G ELECTION OF DIRECTOR: NANCY LAMPTON Management For For
1H ELECTION OF DIRECTOR: ROBERT J. LAWLESS Management For For
1I ELECTION OF DIRECTOR: MAYO A. SHATTUCK III Management For For
1J ELECTION OF DIRECTOR: JOHN L. SKOLDS Management For For
1K ELECTION OF DIRECTOR: MICHAEL D. SULLIVAN Management For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 APPROVAL OF AMENDMENT & RESTATEMENT OF 2007 LONG-TERM Management Against Against
INCENTIVE PLAN, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
04 SHAREHOLDER PROPOSAL. Shareholder Against For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 37
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
WESTERNZAGROS RESOURCES LTD.
SECURITY 960008100 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL WZGRF MEETING DATE 01-Jun-2010
ISIN CA9600081009 AGENDA 933266670 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 ON THE ELECTION OF DIRECTORS, FOR THE NOMINEES SET FORTH Management For For
IN THE MANAGEMENT PROXY CIRCULAR OF THE CORPORATION
DATED MARCH 24, 2010 (THE "MANAGEMENT PROXY CIRCULAR"):
02 ON THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, Management For For
CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION AT
SUCH REMUNERATION AS MAY BE APPROVED BY THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS OF THE CORPORATION:
03 ON THE RENEWAL AND APPROVAL OF THE CORPORATION'S STOCK Management For For
OPTION PLAN AS SET FORTH IN THE MANAGEMENT PROXY
CIRCULAR:
04 ON THE EXTENSION OF THE CORPORATION'S SHAREHOLDER RIGHTS Management Against Against
PLAN AS SET FORTH IN THE MANAGEMENT PROXY CIRCULAR.
--------------------------------------------------------------------------------
SANDISK CORPORATION
SECURITY 80004C101 MEETING TYPE Annual
TICKER SYMBOL SNDK MEETING DATE 02-Jun-2010
ISIN US80004C1018 AGENDA 933253851 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 DR. ELI HARARI For For
2 KEVIN DENUCCIO For For
3 IRWIN FEDERMAN For For
4 STEVEN J. GOMO For For
5 EDDY W. HARTENSTEIN For For
6 DR. CHENMING HU For For
7 CATHERINE P. LEGO For For
8 MICHAEL E. MARKS For For
9 DR. JAMES D. MEINDL For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING JANUARY 2, 2011.
--------------------------------------------------------------------------------
MILLIPORE CORPORATION
SECURITY 601073109 MEETING TYPE Special
TICKER SYMBOL MIL MEETING DATE 03-Jun-2010
ISIN US6010731098 AGENDA 933270249 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 APPROVE THE AGREEMENT AND PLAN OF SHARE EXCHANGE, (THE Management For For
"EXCHANGE AGREEMENT"), BY AND AMONG MILLIPORE
CORPORATION, MERCK KGAA AND CONCORD INVESTMENTS CORP.,
PURSUANT TO WHICH EACH OUTSTANDING SHARE OF COMMON STOCK
WILL BE TRANSFERRED BY OPERATION OF LAW TO CONCORD
INVESTMENTS CORP. IN EXCHANGE FOR THE RIGHT TO RECEIVE
$107.00 PER SHARE IN CASH, WITHOUT INTEREST.
02 APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL Management For For
MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE APPROVAL OF THE EXCHANGE AGREEMENT.
--------------------------------------------------------------------------------
CRUCELL N.V.
SECURITY 228769105 MEETING TYPE Annual
TICKER SYMBOL CRXL MEETING DATE 04-Jun-2010
ISIN US2287691057 AGENDA 933273930 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
3A PROPOSAL TO MAINTAIN THE USE OF THE ENGLISH LANGUAGE FOR Management For For
THE ANNUAL ACCOUNTS OF THE COMPANY. (RESOLUTION)
3B PROPOSAL TO ADOPT THE ANNUAL ACCOUNTS FOR THE FINANCIAL Management For For
YEAR 2009 THAT ENDED 31 DECEMBER 2009. (RESOLUTION)
5A PROPOSAL TO GRANT RELEASE FROM LIABILITY TO THE MEMBERS Management For For
OF THE BOARD OF MANAGEMENT FOR THEIR MANAGEMENT, INSOFAR
AS THE EXERCISE OF THEIR DUTIES IS REFLECTED IN THE
FINANCIAL REPORTING. (RESOLUTION)
5B PROPOSAL TO GRANT RELEASE FROM LIABILITY TO THE MEMBERS Management For For
OF THE SUPERVISORY BOARD FOR THEIR SUPERVISION, INSOFAR
AS THE EXERCISE OF SUCH DUTIES IS REFLECTED IN THE
FINANCIAL REPORTING. (RESOLUTION)
06 PROPOSAL TO REAPPOINT DELOITTE ACCOUNTS B.V. AS THE Management For For
EXTERNAL AUDITOR OF THE COMPANY. (RESOLUTION)
07 RESIGNATION OF MR. SEAN LANCE AS MEMBER OF THE Management For For
SUPERVISORY BOARD IN ACCORDANCE WITH THE ROTATION
SCHEDULE AND ARTICLE 24 PARAGRAPH 3 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY AND PROPOSAL TO GRANT
DISCHARGE TO HIM. (RESOLUTION)
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 38
The Gabelli Global Deal Fund
8A IN CONNECTION WITH THE RESIGNATION OF MR. JAN PIETER Management For For
OOSTERVELD AS MEMBER OF THE SUPERVISORY BOARD IN
ACCORDANCE WITH THE ROTATION SCHEDULE AND ARTICLE 24
PARAGRAPH 3 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY: THE PROPOSAL TO REAPPOINT MR. OOSTERVELD AS
MEMBER OF THE SUPERVISORY BOARD AS OF TODAY, SUCH IN
ACCORDANCE WITH THE NOMINATION DRAWN UP BY THE
SUPERVISORY BOARD. (RESOLUTION)
8B PROPOSAL TO APPOINT MR. WILLIAM BURNS AS MEMBER OF THE Management For For
SUPERVISORY BOARD AS OF TODAY, SUCH IN ACCORDANCE WITH
THE NOMINATION DRAWN UP BY THE SUPERVISORY BOARD.
(RESOLUTION)
8C PROPOSAL TO APPOINT MR. JAMES SHANNON AS MEMBER OF THE Management For For
SUPERVISORY BOARD AS OF TODAY, SUCH IN ACCORDANCE WITH
THE NOMINATION DRAWN UP BY THE SUPERVISORY BOARD.
(RESOLUTION)
8D PROPOSAL TO APPOINT MR. GEORGE SIBER AS MEMBER OF THE Management For For
SUPERVISORY BOARD AS OF TODAY, SUCH IN ACCORDANCE WITH
THE NOMINATION DRAWN UP BY THE SUPERVISORY BOARD.
(RESOLUTION)
09 PROPOSAL TO EXTEND THE AUTHORITY OF THE BOARD OF Management For For
MANAGEMENT TO REPURCHASE SHARES IN THE COMPANY'S SHARE
CAPITAL FOR A PERIOD OF 18 MONTHS (UNTIL 30 NOVEMBER
2011). (RESOLUTION)
10A PROPOSAL TO EXTEND THE PERIOD IN WHICH THE BOARD OF Management For For
MANAGEMENT IS AUTHORIZED TO ISSUE SHARES AND TO GRANT
RIGHTS TO SUBSCRIBE FOR SHARES (UNTIL 30 NOVEMBER 2011).
(RESOLUTION)
10B PROPOSAL TO EXTEND THE PERIOD IN WHICH THE BOARD OF Management For For
MANAGEMENT IS AUTHORIZED TO LIMIT OR EXCLUDE PRE-EMPTIVE
RIGHTS WHEN SHARES ARE ISSUED (UNTIL 30 NOVEMBER 2011).
(RESOLUTION)
11A PROPOSAL TO AMEND THE REMUNERATION POLICY FOR THE BOARD Management For For
OF MANAGEMENT BY INCREASING THE LONG TERM INCENTIVE
LEVELS. (RESOLUTION)
11B PROPOSAL TO APPROVE THE GRANT OF ADDITIONAL OPTIONS TO Management For For
THE COMPANY'S CHIEF OPERATING OFFICER AND MEMBER OF THE
BOARD OF MANAGEMENT MR. CORNELIS DE JONG. (RESOLUTION)
--------------------------------------------------------------------------------
CLIMATE EXCHANGE PLC
SECURITY G2311R103 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 07-Jun-2010
ISIN GB0033551168 AGENDA 702429879 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE "IN Non-Voting
FAVOR" OR "AGAINST" FOR-ALL RESOLUTIONS. THANK YOU.
1. Receive and adopt the audited accounts of the Company Management For For
for the YE 31 DEC 2009, together with the Directors' and
Auditor's reports thereon
2. Approve the payment of Directors' fees for the YE 31 DEC Management For For
2009
3. Re-appoint the Auditors and authorize the Directors to Management For For
determine their remuneration
S.4 Authorize the Company, for the purpose of Section 13 of Management For For
the Companies Act 1992 to make market purchases [as
specified in the aforementioned Section] of ordinary
shares in the capital of the Company provided that: i]
the maximum number of ordinary shares hereby authorized
to be purchased is 10% of the ordinary shares in issue;
ii] the minimum price which may be paid for such shares
is GBP 0.01 per share; iii] the maximum price [exclusive
of expenses] which may be paid for such shares shall be
an amount per share which is not more than 5% above the
average of the market value of the ordinary shares for
the 5 trading days before the relevant purchase is made;
[Authority expires at the conclusion of the AGM of the
Company]; and the Company, before the expiry, may make a
contract to purchase ordinary shares which will or may
be executed wholly or partly after such expiry
--------------------------------------------------------------------------------
CEDAR FAIR, L.P.
SECURITY 150185106 MEETING TYPE Annual
TICKER SYMBOL FUN MEETING DATE 07-Jun-2010
ISIN US1501851067 AGENDA 933274110 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 DIRECTOR Management
1 RICHARD S. FERREIRA For For
2 RICHARD L. KINZEL For For
3 C. THOMAS HARVIE For For
02 CONFIRMATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 39
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
CHINA HUIYUAN JUICE GROUP LTD
SECURITY G21123107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 08-Jun-2010
ISIN KYG211231074 AGENDA 702389049 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting
FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTIONS "1 TO 6 AND 7".
THANK YOU.
1 Receive and approve the audited financial statements and Management For For
the reports of the Directors and the Auditors for the YE
31 DEC 2009
2 Declare a final dividend for the YE 31 DEC 2009 Management For For
3.a Re-elect Mr. Zhu Xinli as a Director and authorize the Management For For
Board of Directors of the Company to fix his remuneration
3.b Re-elect Mr. Jiang Xu as a Director and authorize the Management For For
Board of Directors of the Company to fix his remuneration
3.c Re-elect Mr. Wang Bing as a Director and authorize the Management For For
Board of Directors of the Company to fix his remuneration
3.d Re-elect Mr. Li Wenjie as a Director and authorize the Management For For
Board of Directors of the Company to fix his remuneration
4 Re-appointment of PricewaterhouseCoopers as the Auditors Management For For
and authorize the Board of Directors of the Company to
fix their remuneration
5 Approve to give general mandate to the Directors to Management For For
repurchase shares in the Company not exceeding 10% of
the issued share capital of the Company
6 Approve to give a general mandate to the Director to Management For For
allot, issue and deal with additional shares not
exceeding 20% of the issued share capital of the Company
7 Approve to extend the general mandate to the Directors Management For For
to allot, issue and deal with additional shares in the
Company to include the nominal amount of shares
repurchased under Resolution 5, if passed
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL
LINK --
http://www.hkexnews.hk/listedco/listconews/sehk/20100329/LTN2
0100329119.pdf
--------------------------------------------------------------------------------
BWAY HOLDING COMPANY
SECURITY 12429T104 MEETING TYPE Special
TICKER SYMBOL BWY MEETING DATE 08-Jun-2010
ISIN US12429T1043 AGENDA 933277394 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
MARCH 28, 2010, AS IT MAY BE AMENDED FROM TIME TO TIME,
BY AND AMONG BWAY HOLDING COMPANY, PICASSO PARENT
COMPANY, INC. AND PICASSO MERGER SUB, INC.
02 TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT THE AGREEMENT AND PLAN OF
MERGER.
--------------------------------------------------------------------------------
INTERTAPE POLYMER GROUP INC.
SECURITY 460919103 MEETING TYPE Annual
TICKER SYMBOL ITPOF MEETING DATE 08-Jun-2010
ISIN CA4609191032 AGENDA 933278497 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 THE ELECTION OF DIRECTORS: Management For For
02 THE APPOINTMENT OF AUDITORS AND THE AUTHORIZATION FOR Management For For
THE DIRECTORS TO FIX THEIR REMUNERATION.
--------------------------------------------------------------------------------
GLOBAL IP SOLUTIONS (GIPS) HOLDING AB, STOCKHOLM
SECURITY W3465V116 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 09-Jun-2010
ISIN SE0000598559 AGENDA 702439995 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID Non-Voting
705219 DUE TO CHANGE IN VOTING STATUS OF RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS
MEETING NOTICE. THANK YOU.
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting
INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE
BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO
BE LODGED
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN
ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
1 Election of Ditlef de Vibe as a Chairman of the meeting Management No Action
2 Approve the voters list Management No Action
3 Approve the agenda Management No Action
4 Election of one or two people to approve the minutes Management No Action
5 Approve to determine as to whether the general meeting Management No Action
has been duly convened
6 Presentation of the annual report and the Auditor's Management No Action
report, including the consolidated income statement and
the consolidated balance sheet
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 40
The Gabelli Global Deal Fund
7.A Approve the income statement and the balance sheet, as Management No Action
well as the consolidated income statement and the
consolidated balance sheet
7.B Approve to allocate the result of the Company according Management No Action
to the adopted balance sheet
7.C Grant discharge of liability to the Members of the Board Management No Action
of Directors, the Managing Director and the Deputy
Managing Director
8 Approve to determine the fees for the Members of the Management No Action
Board of Directors and the Auditor
9 Approve to determine the number of Members of the Board Management No Action
of Directors, as well as election of Board of Directors
10 Approve the decision on guidelines for remuneration to Management No Action
the Senior Management
11 Approve to establish the nomination procedures Management No Action
12 Approve the Stock Option Plan Management No Action
13 Other matters Non-Voting
14 Closing of the meeting Management No Action
--------------------------------------------------------------------------------
BIOGEN IDEC INC.
SECURITY 09062X103 MEETING TYPE Annual
TICKER SYMBOL BIIB MEETING DATE 09-Jun-2010
ISIN US09062X1037 AGENDA 933266036 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1A ELECTION OF DIRECTOR: NANCY L. LEAMING Management For For
1B ELECTION OF DIRECTOR: BRIAN S. POSNER Management For For
1C ELECTION OF DIRECTOR: ERIC K. ROWINSKY Management For For
1D ELECTION OF DIRECTOR: STEPHEN A. SHERWIN Management For For
02 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
BIOGEN IDEC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.
03 TO APPROVE AN AMENDMENT TO THE BIOGEN IDEC INC. 2006 Management Against Against
NON-EMPLOYEE DIRECTORS EQUITY PLAN TO INCREASE THE
NUMBER OF SHARES AVAILABLE FOR ISSUANCE FROM 850,000
SHARES TO 1,600,000 SHARES.
--------------------------------------------------------------------------------
VT GROUP PLC, SOUTHAMPTON
SECURITY G9401M100 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 10-Jun-2010
ISIN GB0031729733 AGENDA 702405639 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR Non-Voting
THIS MEETING TYPE. PLEASE CHOOSE BETWEEN "FOR" AND
"AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE ABSTAIN FOR
THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE
ISSUER OR ISSUERS AGENT.
1. Approve a scheme of arrangement [the Scheme] proposed to Management For For
be made between VT Group plc [the Company] and the
holders of the Scheme Shares [as specified]
--------------------------------------------------------------------------------
VT GROUP PLC, SOUTHAMPTON
SECURITY G9401M100 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 10-Jun-2010
ISIN GB0031729733 AGENDA 702406124 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
S.1 Approve that for the purpose of giving effect to the Management For For
scheme of arrangement dated 26 APR 2010 the Scheme
between the Company and the holders of the Scheme Shares
as specified , as specified; at the Reorganization
Record Time as specified each of the Scheme Shares as
specified shall be subdivided shall be subdivided and
reclassified as follows: a) any Scheme Shares in respect
of which no valid election has been made or is deemed to
have been made in accordance with the Scheme under the
Mix and Match Facility as specified , shall be
subdivided into 7,815 ordinary shares of 1/1,563 pence
each the A Shares and 4,199 B ordinary shares of 1/1,563
pence each the B shares ; CONTD.
0 CONTD. b) any Scheme Shares in respect of which a valid Non-Voting
election has been-made and accepted in accordance with
the Scheme under the Mix and Match-Facility for cash
consideration, shall be subdivided into 7,815
ordinary-shares of 1/1,563 pence each and such shares
shall be reclassified into 7,815-A Shares; and c) any
Scheme Shares in respect of which a valid election
has-been made and accepted in accordance with the Scheme
under the Mix and Match-Facility for Babcock Shares as
specified , shall be subdivided into 7,815-ordinary
shares of 1/1,563 pence each and such shares shall be
reclassified-into 7,815 B Shares; with effect from the
Reorganization Record Time as-specified , the Articles
of Association of the Company be amended by the-
insertion of the following new Article 7A immediately
CONTD.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 41
The Gabelli Global Deal Fund
0 CONTD. after the current Article 7 as specified ; Non-Voting
provided that if the-reduction of share capital referred
to in paragraph 3 below does not become-effective by
6.00 p.m. London time on the tenth business day
following the-Reorganization Record Time as specified ,
or such earlier or later time and-date as Babcock and
the Company may agree and the Company may announce-
through a Regulatory Information Service as defined in
the Listing Rules of-the UK Listing Authority , the
subdivisions and reclassifications referred to-in
paragraph 1 above shall be reversed and the A Shares and
B Shares shall be-consolidated and shall revert to
ordinary shares of five pence each, and the- new Article
7A adopted and included pursuant to this paragraph 2
shall be-deleted from the Articles of Association of the
Company; CONTD.
0 CONTD. 3) Contingently upon the subdivisions and Non-Voting
reclassifications referred-to in paragraph 1 above
taking effect and the requisite entries having been-made
in the register of members of the Company, the share
capital of the-Company be reduced by canceling and
extinguishing all of the A Shares and the-B Shares; 4)
forthwith and contingently upon the reduction of share
capital- referred to in paragraph 3 above taking effect
and notwithstanding anything-to the contrary in the
Articles of Association of the Company: a) the
share-capital of the Company be increased to its former
amount by the creation of-such number of new ordinary
shares of 1/1,563 pence each the 'New Ordinary-Shares'
as shall equal to the aggregate number of A shares and B
shares- cancelled pursuant to this resolution; CONTD.
0 CONTD. b) the reserve arising in the books of accounts Non-Voting
of the Company as a-result of the reduction of share
capital referred to in this resolution be-capitalized
and applied in paying up in full at par the New Ordinary
Shares-created pursuant to this resolution which shall
be allotted and issued-credited as fully paid to Babcock
and/or its nominees; and c) authorize the-Directors of
the Company for the purpose of Section 551 of the
Companies Act- 2006 to allot the New Ordinary Shares,
provided that: i) the maximum-aggregate nominal amount
of the shares which may be allotted under this-authority
shall be the aggregate nominal amount of the said New
Ordinary-Shares created pursuant to this resolution; ii)
authority expires on the 5th-anniversary of the date of
this resolution; CONTD.
0 CONTD. 5) with the effect from and contingently upon the Non-Voting
issue of New-Ordinary Shares pursuant to this resolution
the Articles of Association of the Company be amended by
the deletion of the new Article 7A referred to in this
resolution and its replacement with the following new
Article 7A as specified ; 6) with effect from the
passing of this resolution the Articles of Association
of the Company be altered by the adoption and inclusion
of the following new Article 125 as specified ; CONTD.
0 CONTD. 7) with effect from the passing of this Non-Voting
resolution: authorize the Directors of the Company for
the purpose of Section 551 of the Companies Act 2006 to
allot one Deferred Share of 5 pence, such Deferred Share
to have the rights set out in the Articles of
Association of the Company as amended pursuant to this
resolution: Authority expires on the 5th anniversary of
the date of this resolution ; authorize the Directors of
the Company to allot the said Deferred Share wholly for
cash as if Section 561(1) of the Companies Act did not
apply to any such allotment; the Articles of Association
of the Company be altered by the adoption and inclusion
of the following new Article 7AA as specified
--------------------------------------------------------------------------------
GVT HOLDING SA, CURITIBA
SECURITY P5145T104 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 10-Jun-2010
ISIN BRGVTTACNOR8 AGENDA 702485283 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN
ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE
CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting
SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN- ARE ALLOWED.
THANK YOU
1 Approve to decide regarding the proposal for the Management No Action
redemption of common shares issued by the Company
remaining in free float, in accordance with the terms of
Article 4, Paragraph 5, of the Brazilian Corporate Law
and of Item 5.5 of the notice of public tender for the
acquisition of common shares of the Company, bearing in
mind the disposition of control of the Company, the
increase of ownership interest and, also, for the
cancellation of the registration of the Company, from
here onward the public tender offer, published on 26 MAR
2010, from here onward the notice, bearing in mind that
the percentage of the shares in free float, after the
settlement of the public tender offer is less than five
percent of the total shares issued by the Company
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 42
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
MGM MIRAGE
SECURITY 552953101 MEETING TYPE Annual
TICKER SYMBOL MGM MEETING DATE 15-Jun-2010
ISIN US5529531015 AGENDA 933259067 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1 DIRECTOR Management
1 ROBERT H. BALDWIN For For
2 WILLIAM A. BIBLE For For
3 BURTON M. COHEN For For
4 WILLIE D. DAVIS For For
5 KENNY C. GUINN For For
6 ALEXIS M. HERMAN For For
7 ROLAND HERNANDEZ For For
8 KIRK KERKORIAN For For
9 ANTHONY MANDEKIC For For
10 ROSE MCKINNEY-JAMES For For
11 JAMES J. MURREN For For
12 DANIEL J. TAYLOR For For
13 MELVIN B. WOLZINGER For For
2 TO RATIFY THE SELECTION OF THE INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
2010.
3 TO AMEND AND RESTATE THE CERTIFICATE OF INCORPORATION OF Management For For
THE COMPANY TO CHANGE THE NAME OF THE COMPANY FROM "MGM
MIRAGE" TO "MGM RESORTS INTERNATIONAL".
4 TO CONSIDER A STOCKHOLDER PROPOSAL IF PRESENTED AT THE Shareholder Against For
ANNUAL MEETING.
5 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME Management Abstain
BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
--------------------------------------------------------------------------------
ARRIVA PLC
SECURITY G05161107 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 17-Jun-2010
ISIN GB0002303468 AGENDA 702442738 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR Non-Voting
THIS MEETING TYPE. PLE-ASE CHOOSE BETWEEN "FOR" AND
"AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE ABSTAIN-FOR
THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE
ISSUER OR ISSUERS-AGENT.
1. Approve, [with or without modification] a scheme of Management For For
arrangement pursuant to Part 26 of the Companies Act
2006, dated 18 MAY 2010 [the Scheme of Arrangement],
proposed to be made between Arriva Plc [the Company] and
the holders of Scheme shares, as specified
--------------------------------------------------------------------------------
ARRIVA PLC
SECURITY G05161107 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 17-Jun-2010
ISIN GB0002303468 AGENDA 702444972 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
S.1 Approve, for the purpose of giving effect to the Scheme Management For For
of Arrangement dated 18 MAY 2010 proposed to be made
between the Company and holders of Scheme Shares as
defined in the Scheme : a) that the share capital of the
Company be reduced by canceling and extinguishing all
the Scheme Shares as defined in the Scheme ; b)
following the capital reduction: i the share capital of
the Company be increased to its former amount by the
issue of new ordinary shares of 5 pence each; CONTD
CONT CONTD and ii the reserve arising in the books of account Non-Voting
of the Company as-a result of the cancellation of the
Scheme Shares be applied in paying up in-full the new
ordinary shares; and c) to authorize the Directors, for
the-purposes of Section 551 of the Companies Act 2006,
to allot the new ordinary-shares; and amend the Articles
of Association of the Company be amended on-the terms
described in the notice of this General Meeting
--------------------------------------------------------------------------------
ENDESA SA, MADRID
SECURITY E41222113 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MEETING DATE 21-Jun-2010
ISIN ES0130670112 AGENDA 702439820 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH Non-Voting
QUORUM, THERE WILL BE A-SECOND CALL ON 22 JUN 2010.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID
FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.
1 Approve the individual annual accounts of ENDESA, SA Management For For
balance sheet, profit and loss account, statement of
changes in equity, cash flow statement and notes , as
well as the consolidated financial statements of Endesa,
SA and subsidiaries Consolidated Balance Sheet, Profit
and Loss Account Consolidated, Consolidated Statement of
comprehensive income, Statement of Changes in Equity
Consolidated Cash Flow Statement and Notes to
Consolidated for the YE 31 DEC 2009
2 Approve, where appropriate, the individual management Management For For
report of Endesa, SA and Consolidated Management Report
of Endesa, SA and subsidiaries for the YE 31 DEC 2009
3 Approve the social management for the YE 31 DEC 2009 Management For For
4 Approve applying the results and the distribution of the Management For For
dividend for the YE 31 DEC 2009
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 43
The Gabelli Global Deal Fund
5 Authorize the Board of Directors for a term of 5 years Management For For
to issue bonds, promissory notes and other fixed income
securities of similar nature, both in nature and simple
as exchangeable or convertible into shares of the
Company as well as warrants, with attribution, in the
case of convertible securities or qualifying for the
subscription of new shares, the power to exclude the
preferential subscription right of shareholders, as well
as the power to issue preference shares, to ensure
emissions from Group Companies and to seek admission to
trading on secondary markets of securities issued
6 Authorize the Company and its affiliates can acquire own Management For For
shares pursuant to the provisions of Article 75 and the
first additional provision of the Corporations Act
7 Amend the Regulations of the Board of Directors Management For For
8 Authorize the Board of Directors for the execution and Management For For
development of agreements adopted by the Board, so as to
substitute the powers received from the Board and
approve to grant authority for a public instrument and
registration of such agreements and for their relief, if
necessary
--------------------------------------------------------------------------------
PHASE FORWARD INCORPORATED
SECURITY 71721R406 MEETING TYPE Special
TICKER SYMBOL PFWD MEETING DATE 22-Jun-2010
ISIN US71721R4065 AGENDA 933289440 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF APRIL 15, 2010, AMONG PHASE FORWARD
INCORPORATED ("PHASE FORWARD"), ORACLE CORPORATION
("ORACLE") AND PINE ACQUISITION CORPORATION, A
WHOLLY-OWNED SUBSIDIARY OF ORACLE, AS SUCH MAY BE
AMENDED FROM TIME TO TIME (THE "MERGER AGREEMENT"),
PURSUANT TO WHICH PHASE FORWARD WILL BE ACQUIRED BY
ORACLE.
02 A PROPOSAL TO APPROVE A PROPOSAL TO ADJOURN OR POSTPONE Management For For
THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT.
--------------------------------------------------------------------------------
YAHOO! INC.
SECURITY 984332106 MEETING TYPE Annual
TICKER SYMBOL YHOO MEETING DATE 24-Jun-2010
ISIN US9843321061 AGENDA 933275073 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1A ELECTION OF DIRECTOR: CAROL BARTZ Management For For
1B ELECTION OF DIRECTOR: ROY J. BOSTOCK Management For For
1C ELECTION OF DIRECTOR: PATTI S. HART Management For For
1D ELECTION OF DIRECTOR: ERIC HIPPEAU Management For For
1E ELECTION OF DIRECTOR: SUSAN M. JAMES Management For For
1F ELECTION OF DIRECTOR: VYOMESH JOSHI Management For For
1G ELECTION OF DIRECTOR: ARTHUR H. KERN Management For For
1H ELECTION OF DIRECTOR: BRAD D. SMITH Management For For
1I ELECTION OF DIRECTOR: GARY L. WILSON Management For For
1J ELECTION OF DIRECTOR: JERRY YANG Management For For
02 APPROVAL OF AMENDMENTS TO THE COMPANY'S 1996 DIRECTORS' Management For For
STOCK PLAN.
03 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
04 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION Shareholder Against For
ADVISORY VOTE, IF PROPERLY PRESENTED AT THE ANNUAL
MEETING.
--------------------------------------------------------------------------------
PALM, INC.
SECURITY 696643105 MEETING TYPE Special
TICKER SYMBOL PALM MEETING DATE 25-Jun-2010
ISIN US6966431057 AGENDA 933292790 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 THE PROPOSAL TO ADOPT AND APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF APRIL 28, 2010, AMONG
HEWLETT-PACKARD COMPANY, DISTRICT ACQUISITION
CORPORATION, A DELAWARE CORPORATION AND A WHOLLY-OWNED
SUBSIDIARY OF HEWLETT- PACKARD COMPANY, AND PALM, INC.,
AS IT MAY BE AMENDED FROM TIME TO TIME.
02 THE PROPOSAL TO APPROVE THE ADJOURNMENT OR POSTPONEMENT Management For For
OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
FOR, AMONG OTHER REASONS, THE SOLICITATION OF ADDITIONAL
PROXIES IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES
AT THE TIME OF THE SPECIAL MEETING TO ADOPT AND APPROVE
THE MERGER AGREEMENT.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 44
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
THE ALLIED DEFENSE GROUP, INC.
SECURITY 019118108 MEETING TYPE Special
TICKER SYMBOL ADG MEETING DATE 28-Jun-2010
ISIN US0191181082 AGENDA 933204202 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER Management For For
DATED JANUARY 18, 2010, BY AND AMONG CHEMRING GROUP PLC,
A COMPANY ORGANIZED UNDER THE LAWS OF ENGLAND AND WALES,
MELANIE MERGER SUB INC., A DELAWARE CORPORATION AND A
NEWLY- FORMED WHOLLY-OWNED SUBSIDIARY OF CHEMRING, AND
THE ALLIED DEFENSE GROUP, INC.
02 TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR TIME, Management For For
IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES
IN EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT TIME OF
SPECIAL MEETING OR ADJOURNMENT OR POSTPONEMENT THEREOF
TO ADOPT AGREEMENT AND PLAN OF MERGER DATED JANUARY 18,
2010, BY & AMONG CHEMRING GROUP PLC, MELANIE MERGER SUB
INC. & ALLIED DEFENCE GROUP, INC.
--------------------------------------------------------------------------------
MATRIKON INC.
SECURITY 57681U109 MEETING TYPE Special
TICKER SYMBOL MTKRF MEETING DATE 28-Jun-2010
ISIN CA57681U1093 AGENDA 933296445 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 APPROVING A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH Management For For
IS SET FORTH IN APPENDIX "B" TO THE ACCOMPANYING
INFORMATION CIRCULAR DATED JUNE 1, 2010 (THE "CIRCULAR")
OF THE CORPORATION, TO APPROVE AN AMALGAMATION (THE
"AMALGAMATION") PURSUANT TO THE PROVISIONS OF THE
BUSINESS CORPORATION ACTS (ALBERTA) AND, IN CONNECTION
THEREWITH, APPROVING CERTAIN AMENDMENTS TO EACH OF THE
MATRIKON OPTION PLAN, THE MATRIKON RSU PLAN AND THE
MATRIKON DSU PLAN TO FACILITATE THE AMALGAMATION AS WELL
AS A REDUCTION OF STATED CAPITAL OF THE COMMON SHARES OF
THE CORPORATION.
--------------------------------------------------------------------------------
BELL MICROPRODUCTS INC.
SECURITY 078137106 MEETING TYPE Special
TICKER SYMBOL BELM MEETING DATE 28-Jun-2010
ISIN US0781371069 AGENDA 933296584 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 28, 2010
(THE "MERGER AGREEMENT"), BY AND AMONG BELL
MICROPRODUCTS INC., AVNET, INC., AND AVT ACQUISITION
CORP., A WHOLLY OWNED SUBSIDIARY OF AVNET, INC., AND
APPROVE THE PRINCIPAL TERMS OF THE MERGER AS
CONTEMPLATED BY THE MERGER AGREEMENT.
02 TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN THE Management For For
SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO
ADOPT THE MERGER AGREEMENT AND TO APPROVE THE PRINCIPAL
TERMS OF THE MERGER.
--------------------------------------------------------------------------------
DYNCORP INTERNATIONAL INC.
SECURITY 26817C101 MEETING TYPE Special
TICKER SYMBOL DCP MEETING DATE 29-Jun-2010
ISIN US26817C1018 AGENDA 933289844 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
APRIL 11, 2010, AS IT MAY BE AMENDED FROM TIME TO TIME,
BY AND AMONG DYNCORP INTERNATIONAL INC., DELTA TUCKER
HOLDINGS, INC. AND DELTA TUCKER SUB, INC. (THE
"AGREEMENT AND PLAN OF MERGER").
02 TO APPROVE ANY ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING
TO CONSTITUTE A QUORUM OR TO ADOPT THE AGREEMENT AND
PLAN OF MERGER.
--------------------------------------------------------------------------------
PORTUGAL TELECOM SGPS SA, LISBOA
SECURITY X6769Q104 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 30-Jun-2010
ISIN PTPTC0AM0009 AGENDA 702506695 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
1. Approve to resolve on the proposal received from Management For For
Telefonica on 01 JUN 2010 regarding the acquisition of
the shares held by Companies of the Portugal Telecom
Group in Brasilcel, N.V., under the terms and at the
price of the current offer or at a higher price presented
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 45
The Gabelli Global Deal Fund
--------------------------------------------------------------------------------
CKE RESTAURANTS, INC.
SECURITY 12561E105 MEETING TYPE Special
TICKER SYMBOL CKR MEETING DATE 30-Jun-2010
ISIN US12561E1055 AGENDA 933296293 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
APRIL 18, 2010, AS IT MAY BE AMENDED FROM TIME TO TIME,
BY AND AMONG CKE RESTAURANTS, INC., COLUMBIA LAKE
ACQUISITION HOLDINGS, INC., AND COLUMBIA LAKE
ACQUISITION CORP.
02 TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE
AGREEMENT AND PLAN OF MERGER.
--------------------------------------------------------------------------------
WASTE SERVICES, INC.
SECURITY 941075202 MEETING TYPE Special
TICKER SYMBOL WSII MEETING DATE 30-Jun-2010
ISIN US9410752029 AGENDA 933298728 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
-------- -------------------------------------------------------- --------------- --------------- ----------------------
01 ADOPTION OF AGREEMENT AND PLAN OF MERGER DATED AS OF Management For For
NOVEMBER 11, 2009 AMONG WASTE SERVICES, INC., IESI-BFC
LTD. AND IESI-BFC MERGER SUB, INC., AS MORE PARTICULARLY
DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.
02 APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF THE Management For For
MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO
PERMIT FURTHER SOLICITATION OF ADDITIONAL PROXIES IN
FAVOR OF ADOPTION OF THE AGREEMENT AND PLAN OF MERGER.
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 The Gabelli Global Deal Fund
By (Signature and Title)* /s/ Bruce N. Alpert
--------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date August 27, 2010
* Print the name and title of each signing officer under his or her
signature.