This page intentionally left blank. · PDF file · 2017-04-18Figure 11 Votes for Proposals Related to Advisory Vote on Executive Compensation – 2004 to 2008 ... that the 2008 proxy

2008ANNUAL CORPORATE

GOVERNANCE REVIEW> Annual Meetings

> Shareholder Initiatives> Proxy Contests

This page intentionally left blank.

> 3

CONTENTS

Executive Summary 4

Methodology 11

PART 1 — CORPORATE GOVERNANCE ShAREhOLdER PROPOSALS ANd SPONSORS

Figure 1 Corporate Governance Proposals Submitted – 2004 to 2008 (Chart) 14

Figure 2 Corporate Governance Proposals Voted On – 2004 to 2008 (Chart) 14

Figure 3 Corporate Governance Proposals – 2004 to 2008 (Table) 14

Figure 4 Sponsorship of Corporate Governance Proposals – 2007 to 2008 (Table) 15

Figure 5 Corporate Governance Proposals – 2004 to 2008 (Chart) 16

Figure 6 Corporate Governance Proposals Withdrawn or Omitted vs. Voted On – 2007 to 2008 (Chart) 17

Figure 7 Sponsorship of Corporate Governance Proposals – 2007 to 2008 (Chart) 18

PART 2 — PROPOSAL VOTING RESULTS

Figure 8 Summary Average Voting Results for Selected Proposals, 2008 (Table) 20

Figure 9 Votes for Proposals on Independent Board Chairman/Seperate Chair–CEO – 2004 to 2008 (Chart) 21

Figure 9 Votes for Proposals on Majority Vote to Elect Directors – 2004 to 2008 (Chart) 21

Figure 10 Shareholder Right to Vote on Supermajority Provisions – 2004 to 2008 (Chart) 21

Figure 10 Votes for Proposals to Repeal Classified Board – 2004 to 2008 (Chart) 21

Figure 11 Votes for Proposals Related to Advisory Vote on Executive Compensation – 2004 to 2008 (Chart) 21

Figure 11 Votes for Proposals to Approve Future Golden Parachutes – 2004 to 2008 (Chart) 21

Figure 12 Binding Bylaw Provisions – 1999 to 2008 (Chart) 22

Figure 13 Binding Bylaw Provisions – 2008 (Table) 22

Figure 14 Voting Results (Sorted by Company) (Table) 23

Figure 15 Voting Results (Sorted by Proposal) (Table) 29

Figure 16 Voting Results (Sorted by Sponsor) (Table) 35

PART 3 — MANAGEMENT PROPOSALS- REPEAL CLASSIfIEd BOARd

Figure 17 Management Proposals- Repeal Classified Board, 2001 - 2008 (Chart) 42

Figure 18 Voting Results (Management Proposals – Repeal Classified Board), 2008 (Table) 43

PART 4 — PROxy CONTESTS

Figure 19 Contested Solicitation Trend – 1981 to 2008 (Chart) 46

Figure 20 Contested Solicitations – 2008 (Table) 46

> 4

ExECUTIVE SUMMARy

The 2008 Proxy Season: Despite Turmoil,

Investors Remain Resolute

It was almost the “perfect storm”: an unparalleled credit crunch,

the stock market on the precipice of a sizeable downturn and

a presidential election in which both nominees expressed

their intent to “clean up Wall Street” and tackle excessive and

questionable executive compensation. The combination of these

factors with the unsettled debate surrounding proxy access

and broker discretionary voting had some experts predicting

that the 2008 proxy season would be a breakthrough one for

shareholder activism and governance reform.

While activists can point to a handful of successful shareholder

resolution campaigns, the overall net results show that the proxy

season was not the boon for which activists had been hoping.

Pay Attention to the Action Behind the Scenes

The casual reader of our Review might conclude that

shareholder activism has peaked and is now on the decline.

The number of shareholder proposals submitted to companies

on governance-related topics was the fourth lowest out of the

past five years, down 2% from 2007 and 15% from 2004 (652

in 2008, versus 665 and 776 in 2007 and 2004, respectively).

Moreover, the number of shareholder proposals that actually

came to a shareholder vote declined for the sixth consecutive

year, down almost 10% from 2007 and a whopping 21% from the

all-time high set in 2004 (339 in 2008, versus 375 and 427 in

2007 and 2003, respectively).

However, the path of corporate governance reform cannot be

examined only through a year-over-year lens. It requires a far

more intricate analysis. A study of the past few years shows that

(1) some of the issues about which shareholders traditionally

have been concerned are simply not as prominent as they once

were; and (2) companies have taken a significantly different

approach to dealing with corporate governance issues.

As noted above, over the past six years activists have been

successful in producing changes when it comes to issues that

have concerned them. For example, when comparing the 2008

proxy season to the 2003 season, we found that the issues that

predominantly concern shareholders have changed considerably.

In 2003, the two most prominent shareholder proposals related

to (1) redeeming poison pills and (2) asking companies to

expense stock options at the time of grant.

These two proposals accounted for nearly 35% of all the

governance proposals voted on in that year. In 2008, these two

proposals appeared on company ballots a total of three times —

making up less than 1% of the total proposals submitted to a

shareholder vote this year. The options issue is obsolete due to

federal legislation that now requires stock option expensing at

the time of grant.

However, the drop in resolutions relating to poison pills is a

product of a fundamental shift in the number of companies

(particularly the larger ones) that have poison pills. In many

cases, companies have concluded that they would rather

concede the issue (while putting a so-called “shelf pill” in

place, should they find they need one later), in order to avoid

the almost inevitable fight that would result from having a

traditional pill. Regardless of the reason, many companies have

decided either to let their pills expire naturally or to take action

to terminate their pills early. Similar strategies of conceding

the issue (again, particularly among the larger companies)

have been employed in other hotly contested issues, including

repealing classified boards, eliminating supermajority provisions

and awarding performance-based stock options.

Underlying the reduction in certain types of shareholder

proposals is the fact that many companies have adopted a more

proactive approach to discussing governance issues with their

shareholders and third-party opinion-makers. Notwithstanding

this openness, companies continue to seek SEC no-action letters

to try to limit the proposals that are put to a shareholder vote.

However, the adversarial approach that some governance

experts have criticized in the past has begun to shift noticeably.

For example, in 2007 TIAA-CREF submitted 10 shareholder

resolutions on majority voting and, through negotiations and

> 5

discussions, all of them were voluntarily withdrawn.1 While TIAA-

CREF has always preferred “behind-the-scenes” negotiations

to open confrontation, this result was not unusual. This year

shareholder proponents, particularly union and public pension

funds, found success in targeted negotiations on a number of

proposals, including:

> Proposals relating to majority voting (80 proposals submitted,

50 withdrawn, six omitted)

> Proposals linking pay to performance (60 submitted, 38

withdrawn, four omitted),

> Poison pill redemptions (11 proposals submitted, six withdrawn,

two omitted) and

> Limits on supplemental executive retirement plans (SERPs)

(10 submitted, seven withdrawn, none omitted).

In fact, the number of proposals that were either omitted or

voluntarily withdrawn from the ballot reached an all-time high

of 48%, nearly 5% more than in 2007 (43.7%) and almost 15%

higher than in 2006 (33.4%).

Although statistically speaking the use of Rule 14a-8 — which

allows a shareholder owning a relatively small amount of

a company’s securities to have his or her proposal placed

alongside management’s proposals in that company’s proxy

materials — as a shareholder tool to facilitate reform appears

to be on the decline, that notion does not hold up under more

detailed analysis. In fact, shareholder resolutions are probably

the most important tool that activists currently have to effect

change. The difference today is that companies seem more

willing to engage their shareholders and make concessions early

on, without dueling it out on the proxy ballot.

Calls for Executive Compensation Votes Yield Mixed Results;

Pressure for Investor Engagement Continues

In contrast to prior years, the battle lines for this proxy season

were relatively clear. Activists, particularly those affiliated with

union and public pension funds, expressed their intent to focus

their efforts on two main areas of concern: (1) allowing for

shareholder “say-on-pay” and (2) seeking a greater link between

pay and performance. It seemed reasonable to conclude that

activists would gain considerable ground in both of these areas,

especially given the increasingly tumultuous market conditions.

Nevertheless, activists were not nearly as successful as some

commentators had predicted.

The results for “say-on-pay” proposals (categorized in our

research as “Advisory Vote on Executive Compensation”)

yield more questions than answers. In 2007, the proposal had

a banner year. The proposal appeared on the ballots of 39

companies during the season, was generally supported by the

proxy advisory firms and significant third-party opinion-makers,

averaged almost 40% of the votes cast in favor (considerably

high for a second-year proposal) and resulted in majority

shareholder support in a handful of cases.

Beyond that, both Aflac Inc. and Verizon Communications Inc.

agreed to adopt an advisory vote on executive compensation

beginning in 2009 (although Aflac accelerated its schedule and

allowed for a vote this year, when the proposal garnered 93% of

the votes cast in favor). Lawmakers (including both major party

presidential candidates) publicly discussed the idea of enacting

legislation that would require companies to allow for such a

vote. With this momentum, proponents ramped up their efforts

considerably in 2008, with 79 resolutions submitted, of which

67 appeared on company ballots. With such high expectations,

it surprised many that the resolution failed to gain any ground

over last year, as it once again averaged 39% of the votes cast

in favor.

Shareholder advocates will clearly point out the highlights:

Six proposals garnered a clear majority vote in favor (nine, if

abstentions are excluded from the tabulation), and 11 companies

agreed to adopt the resolution going forward. Others have taken

alternative measures, including a few companies that agreed to

meet with their largest investors on an annual basis to discuss

executive pay (referred to as “say-on-pay per se”) or, in the case

of Schering Plough, agreed to include a survey on director and

executive pay that will be mailed to all shareholders with their

2009 proxy materials.

> 6

ExECUTIVE SUMMARy

On the other hand, critics point out that there is still no clear

consensus on the issue and that requiring such votes may

be premature. This opposition included some prominent

institutional investors, who opposed or abstained from voting

on the resolution based on a view that the ability to vote against

compensation committee directors provided a sufficient method

of expressing dissatisfaction with pay practices.

The results for so-called “pay-for-performance” proposals

were also mixed. As mentioned previously, 60 proposals were

submitted during the season, of which only 18 actually came to

a shareholder vote. Despite some gains in targeted negotiations

and general support from the proxy advisory firms, shareholder

support for the proposals actually declined from 29% in 2007

to 25% in 2008. With more modest support at the ballot, it

is possible that companies may be less inclined to engage

investors on this issue going forward. However, the executive

compensation excesses that have come to light in the recent

economic meltdown will likely cause companies to continue

their engagement on most, if not all, compensation issues.

While Majority Voting Enjoyed Continued Success,

Other Board-Related Resolutions Generally Faltered

Activists continued to find success in their efforts to reform

director voting standards. This year a total of 80 shareholder

proposals were submitted to companies on majority voting for

directors (primarily by union and public pension funds) and, as

was the case last year, only 30% of the proposals submitted

actually made it to a shareholder vote.

As previously noted, the disparity between those resolutions

submitted and those actually voted upon was largely due to

the fact that a high percentage of proposals were withdrawn by

the proponent after the company decided to make voluntary

changes. Moreover, the overall support for resolutions that

actually appeared on the ballot surpassed the majority threshold

for the first time in the resolutions’ history, averaging 51% of the

votes cast in favor, up 2% from 2007.

These results reflect a growing acceptance of the majority voting

standard in director elections as a “good governance practice.”

In fact, recent statistics indicate that the number of S&P 500

companies that have adopted some form of majority voting has

increased to more than 73% (up from 66% last year).2 However,

while 2008 may have been a banner year for shareholder

support of majority voting, the same could not generally be said

for other resolutions related to board reform.

Much of the proponents’ disappointment occurred before the

proxy season even began.

First, a majority of the then-seated SEC commissioners voted

in November 2007 to allow companies to omit proxy access —

related resolutions from their proxy statements and then also

refused to adopt an alternative proxy access rule that would

have allowed investors owning at least 5% of a company’s

shares to file binding bylaw resolutions on proxy access.

Second, as the season began, the SEC granted no-action relief

on a number of new board-related resolutions, including

resolutions asking companies to adopt a board policy on

potential conflicts of interest among directors who have health

care industry affiliations; resolutions asking boards to create

compliance committees for mortgage-lending operations; and

resolutions asking boards to amend their corporate governance

guidelines to include a written CEO succession plan. In each case,

the SEC concluded that the resolution was omittable under

Rule 14a-8(i)(7) because it related to the company’s ordinary

business operations.

Finally, as the proxy season was concluding, activists suffered

another setback when the Delaware Supreme Court held that

the binding bylaw resolution submitted to CA, Inc. (formerly

Computer Associates International, Inc.), which sought to cause

the company to reimburse activists for reasonable expenses

incurred when nominating one or more director candidates in

a contested election, was not permissible as proposed under

Delaware law.3

In situations where board-related proposals actually appeared

on the ballot, activists generally did not fare much better in

2008. Aside from majority voting, resolutions asking for an

> 7

As a result, we expect this proposal to gain traction in the

coming proxy season.

Shareholders Sent Strong Messages to Boards in

Director Elections

Although shareholders seemed reluctant to throw their support

behind a number of the governance-related shareholder

resolutions, they certainly made their dissatisfaction known in

director elections. From withholding or casting votes against

in routine director elections to full-blown proxy contests,

this season showcased more shareholder discontent. In fact,

according to our research, the 2008 proxy season broke all

records in each of these categories.

S&P 1500 Withhold Votes — 15% or Greater

2008: 612 directors at 253 companies





S&P 1500 Director Withholds

429 directors had withholds of greater than 20%




Dir

ecto

r W

ith

ho

lds,

20

04

– 2

00

8N

um

ber

of

Wit

hh

old

s, 2

00

8

Director Withholds as % of Votes Cast

2004 2005 2006 2007

> 20% > 30% > 40% > 50%

2008

0

50

100

150

200

250

300

350

400

450

500

550

600

650

0

100

200

300

400

500

474

429

211

90

30

445

385

543

612

261

228

189

250

253

Dir

ecto

r W

ith

ho

lds,

20

04

– 2

00

8N

um

ber

of

Wit

hh

old

s, 2

00

8

Director Withholds as % of Votes Cast

2004 2005 2006 2007

> 20% > 30% > 40% > 50%

2008

0

50

100

150

200

250

300

350

400

450

500

550

600

650

0

100

200

300

400

500

474

429

211

90

30

445

385

543

612

261

228

189

250

253

independent board chair or for separation of the chairman and

CEO roles were the second most popular, with 21 resolutions

voted on. This proposal averaged 28% of the votes cast in favor,

only two points more than last year and one point less than in

2006. (Beyond that, there was a precipitous drop in votes for

any other resolutions of note.)

As the 2008 proxy season came to a close and the market

turmoil came into greater focus, activists generated new

interest in the independent chair issue, citing their belief that

independent chairs could have helped mitigate the risk-taking

and misjudgments (with respect to executive compensation)

that contributed to the recent economic failures and losses.

> 8

ExECUTIVE SUMMARy

With respect to director elections, it remains the case that only

a small percentage of directors received a significant number

of withhold or against votes. However, the past few years have

witnessed a dramatic rise in both the number of directors

receiving high withhold or against votes and in the percentage of

votes withheld from or voted against directors.

In 2008, withhold/against votes on directors reached the highest

level we have seen since 2004. The number of directors who

received greater than 15% withhold/against votes jumped

from 543 in 2007 to 612 in 2008, a rise of almost 13%. Similar

gains could be seen across the board, including a 31% rise in

directors receiving 30% or more withhold/against votes and

an astounding 41% rise in directors receiving 40% or more

withhold/against votes.

Even more troublesome for directors was the fact that the

number of directors who failed to receive a majority of votes cast

in favor actually doubled from 15 to 30.

These increases can be attributed to a variety of factors. First,

and likely most significant, is the fact that shareholders now view

director elections in an entirely different manner.

While director elections were always meant to be the tool by

which shareholders could communicate their dissatisfaction with

boards, they have historically been reluctant to do so. Recently,

however, we have found that shareholders are now more

comfortable withholding their votes from directors.

In addition, institutional investors and proxy advisory firms,

which collectively control or influence a majority of the total

shares voted at more than half of U.S. public companies, are

continually adopting more stringent standards for director

elections that focus on a multitude of topics, including board

responsiveness to majority-supported shareholder proposals

from prior years, board independence, director attendance and

executive compensation.

Combine these factors with declining market revenues and an

increased media focus on executive compensation issues and it

is easy to understand why director withhold/against votes were

so high this year.

In 2008, the total number of contested solicitations rose to

56, nearly 22% more than in 2007 and over 80% more than

in 2006. The most recent increase in proxy contests has

principally been a result of the success of hedge funds seeking

to influence the stock performance or balance sheets of target

companies by removing current directors and, often, gaining

board representation. As noted previously, more often than not,

companies and dissident groups have found ways to settle their

disputes prior to the actual votes.

In addition, recent trends have shown that the parties are willing

to negotiate settlements even after definitive proxy materials

have been filed and mailed.

However, dissidents have not found nearly as much success

in effectuating change when the contest progresses to a

shareholder vote. While showing improvement from last year,

over the past two years dissidents have been successful in

only 30% of proxy contests where a shareholder vote was

taken — surprisingly low, considering the level of shareholder

dissatisfaction and the poor market conditions.

Why the lack of success? There are likely a number of reasons.

A significant reason may involve the underlying preparedness of

hedge funds to wage effective campaigns.

Although some of the more sophisticated funds have enjoyed

some success, many hedge fund dissidents are new to the

proxy fight game. As such, many dissidents suffered from a

lack of preparedness in articulating a reform plan with sufficient

detail to sway fellow shareholders and the influential proxy

advisory firms.

> 9

Similarly, many hedge funds were not sophisticated when it

came to choosing (or had difficulty recruiting) appropriate

board candidates and thus nominated individuals who fit the

“independent” criteria but who failed to bring the diversity and

level of skills and experience preferred by shareholders and the

advisory firms.

Finally, hedge funds failed to sufficiently change their tactics to

adapt to the changing market, particularly over the past year.

For example, while dissidents found success in 2006 when

their campaigns relied on seeking special dividends and stock

buybacks, with a growing credit crunch and less operating

capital, similar strategies were not nearly as successful in 2008.

Looking ahead, it will be interesting to see how activist hedge

funds react to the market downturn. While it may be true that

stock prices are depressed and shareholder angst is up, many

hedge funds have suffered significant losses as well, and there

will likely be fewer hedge funds in 2009. We expect that once the

credit markets settle down, the funds will become active again

and proxy fight activity will be high in 2009, as it has been in

2008 — perhaps with even more hostile and opportunistic M&A

and proxy fight activity, as company stock prices are likely to

generally remain lower.

The Road Ahead

The only bit of certainty about the 2009 proxy season is that

it will be filled with uncertainty. Activist shareholders will likely

seek to address many of the concerns that have arisen from the

volatile market.

Executive compensation proposals will surely be in the forefront.

Although “say-on-pay” will likely continue to be the most popular

resolution, companies should expect to see a large number of

resolutions seeking (1) to limit golden parachutes, (2) to link pay

to performance and (3) to establish anti-tax gross-up policies.

When it comes to board-related governance resolutions, we

expect activists to expand the push for majority voting to the

next level by targeting mid- and small-cap companies. In addition,

next season will likely include efforts by shareholders to rework

some of the resolutions that the SEC deemed omittable during

this season, such as seeking reimbursement for proxy contest

expenses and establishing special board committees.

From a regulatory standpoint, both the major party presidential

nominees promised to “reform Wall Street.” What changes will

ultimately result under the Barack Obama presidency are largely

unknown, but most expect that some form of “say-on-pay”

resolutions will become required by new legislation. In addition,

the new administration will likely bring the appointment of at

least a new SEC chairman. Activists will once again press the

Commission to weigh in on a number of issues, with the greatest

focus likely to be on proxy access and the elimination of broker

discretionary voting. Given the timing, it is virtually certain that

none of these issues will result in changes that will impact the

2009 proxy season.

For all the anticipation, this past proxy season has raised more

questions than it has answered. Shareholders seemed unhappy

with the status quo and were willing to voice their opposition,

but nonetheless were apprehensive about bringing change too

quickly and were more willing to resolve issues in discussions

with companies. Despite a lack of clarity as to how the current

storm will pass and how the activist landscape will appear in its

aftermath, the next proxy season promises to generate great

interest and will be closely watched. Stay tuned.

1 Ted Allen, Investors Defend Non-Binding Proposals, RiskMetrics Group Risk & Governance Blog, May 15, 2007 (discussing TIAA-CREF preference to submit precatory resolutions instead of binding resolutions)

2 Neal, Gerber and Eisenberg LLP (C. Allen) Study on Majority Voting in Director Elections (November 2008) (publication forthcoming)

3 CA, Inc. v. AFSCME Emples. Pension Plan, 953 A.2d 227 (Del. 2008)


> 11

METhOdOLOGy

Management and Shareholder Proposals

Georgeson independently researched companies that (1) were members of the S&P 1500 Supercomposite Index as of June 30, 2008, and (2) held annual meetings within the first six months of the calendar year. We obtained the number of votes cast for, against, withheld, and abstained as well as the number of broker non-votes from publicly available sources.

We then calculated for each proposal:The votes cast for and against as a percentage of shares voted >The votes cast for and against as a percentage of the company’s total voting power >

Contested Solicitations

Proxy contest information reflects Georgeson’s effort to track the contested elections that took place during the 2008 calendar year. Our search criteria are not limited to any specific benchmark index(e.g., S&P 1500 companies) or part of the calendar year (e.g., the first six months). Georgeson acted as a consultant in many of these contests.

For further information on how Georgeson defines “contested solicitation,” please refer to the footnote section of Figure 20.

Other Notes

Georgeson’s data collection and calculation methodology ensure the accuracy and comparability of our statistics from company to company and from year to year. We thereby avoid the anomalies that result from companies’ and sponsors’ inconsistent treatment of abstentions, withholds and broker non-votes.

Georgeson has collected and published statistics on corporate governance proposals since 1987, the year institutional investors first sponsored shareholder proposals. If you have any questions, please call us at (212) 440-9800 or e-mail us at [email protected].

For further information on voting issues, please call us or, alternatively, we suggest that you contact the RiskMetrics Group’s Governance Research Service.


PART 1> Corporate Governance Proposals and Sponsors

> 14

fIGURE 3> Corporate Governance Proposals – 2004 to 2008

fIGURE 2> Corporate Governance Proposals Voted On – 2004 to 2008

fIGURE 1> Corporate Governance Proposals Submitted – 2004 to 2008

0

100

200

300

400

500

0

100

200

300

400

500

600

700

800

900

2004

776

672

578

665

652

414

375

385

375

339

2005

Nu

mb

er o

f P

rop

osa

ls

Nu

mb

er o

f P

rop

osa

ls

2006 2007 2008 2004 2005 2006 2007 2008

0

100

200

300

400

500

0

100

200

300

400

500

600

700

800

900

2004

776

672

578

665

652

414

375

385

375

339

2005

Nu

mb

er o

f P

rop

osa

ls

Nu

mb

er o

f P

rop

osa

ls

2006 2007 2008 2004 2005 2006 2007 2008

Proposal Type 2004 % 2005 % 2006 % 2007 % 2008 %

Executive Compensation 167 40.3% 133 35.5% 96 24.9% 161 42.9% 132 38.9%

Board-Related 82 19.8% 109 29.1% 162 42.1% 99 26.4% 85 25.1%

Repeal Classified Board 36 8.7% 44 11.7% 46 11.9% 26 6.9% 52 15.3%

Special Meetings 0 0.0% 1 0.3% 1 0.3% 17 4.5% 23 6.8%

Cumulative Voting 22 5.3% 18 4.8% 23 6.0% 22 5.9% 19 5.6%

Supermajority Provision 7 1.7% 13 3.5% 24 6.2% 19 5.1% 11 3.2%

Poison Pills 50 12.1% 23 6.1% 12 3.1% 17 4.5% 3 0.9%

Other 50 12.1% 34 9.0% 21 5.5% 14 3.8% 14 4.2%

Total 414 100.0% 375 100.0% 385 100% 375 100.0% 339 100.0%

> 15

fIGURE 4> Sponsorship of Corporate Governance Proposals – 2007 to 2008

2007 2008

Labor Unions 151 105American Federation of Labor and Congress of Industrial Organizations (AFL-CIO) 16 13American Federation of State, County and Municipal Employees (AFSCME) 20 20Amalg. Bank of New York’s Labor Oriented Long View Collective Inv. Fund (LongView) 7 9Bricklayers 7 0Communications Workers of America (CWA) 4 4Independent Association of Publishers’ Employees (IAPE) 1 0International Brotherhood of Dupont Workers (Dupont Workers) 1 1International Brotherhood of Electrical Workers (IBEW) 14 8Laborers’ International Union (Laborers) 11 11Service Employees International Union (SEIU) 4 6Sheet Metal Workers 13 5SNET Retirees Association 0 1International Brotherhood of Teamsters (Teamsters) 10 6Utility Workers of America (UWA) 0 1United Brotherhood of Carpenters and Joiners of America (UBCJA) 43 20

Public Pensions 20 19California Public Employees’ Retirement System 5 6Central Laborers’ Pension Fund 1 0Connecticut Retirement Plans 1 2Firefighters’ Pension System of the City of Kansas City 0 1Massachusetts Laborers’ Pension Fund 3 0New York City Pension Funds 10 10

Religious Organizations 14 8Adrian Dominican Sisters 1 0Benedictine Sisters 1 1Catholic Healthcare West 1 0Christian Brothers Investment Services (CBIS) 1 1General Board of Pensions of The United Methodist Church (GBPUMC) 1 2Glenmary Home Missioners 1 0Home Missioners of America 0 1Interfaith Center on Corporate Responsibility (ICCR) 1 0Marianists 1 1School Sisters of Notre Dame 1 0Sisters of Mercy Investment Program 1 0Sisters of St. Joseph of Nazareth 1 0Unitarian Universalist Association 3 2

Other Shareholder Groups 11 40Aetna Retirees Association 1 1Action Fund Management 0 2As You Sow Foundation 1 0Association of Bell Telephone Retirees 1 2Boston Common Asset Management 0 2Calvert Asset Management Co. 1 1College Retirement Equity Fund (TIAA-CREF) 0 2Great Neck Capital 0 1Center for Community Change 0 1Harrington Investments 0 8Hermes Investment Management 1 0Icahn Entities 0 1Lloyd Noble II Trust 1 0Children’s Investment Fund 0 2National Legal & Policy Center 0 1Needmor Fund 2 2NorthStar Asset Management 1 2Ram Trust 1 2Starboard Value & Opportunity Fund 0 1Trowel Trades S&P Index Fund 0 3United Association S&P 500 Index Fund 0 2Walden Asset Management 1 4

Individual Shareholders 177 163Not Disclosed 2 4

Total 375 339

> 16

Poison Pills (3) 0.9%

Cumulative Voting (19) 5.6%

Supermajority Provision (11) 3.2%

Other (14) 4.2%

Special Meetings (23) 6.8%

Repeal Classified Board (52) 15.3% Board-Related (85) 25.1%

Executive Compensation (132) 38.9%




Other (14) 3.8%







Other (14) 4.2%







Other (14) 3.8%




fIGURE 5> Corporate Governance Proposals – 2007 to 2008

2007

2008

> 17

fIGURE 6> Corporate Governance Proposals Withdrawn or Omitted vs. Proposals Voted On – 2007 to 2008

2007

2008

Omitted or Withdrawn 43.7%

Proposals Voted On 56.3%







> 18

fIGURE 7> Sponsors of Corporate Governance Proposals – 2007 to 2008

Public Pensions 5.6%

Religious Organizations 2.3%

Labor Unions 31.0%

Individual Shareholders 48.1%

Other Shareholder Groups 13.0%


Labor Unions 40.0%






Labor Unions 31.0%




Labor Unions 40.0%




2007

2008

PART 2> Proposal Voting Results

> 20

fIGURE 8> Corporate Governance Proposals — Summary Average Voting Results for Selected Proposals, 2008 Annual Meeting Season

Proposal TypeResults

Available

Votes as Percent of Shares Outstanding Votes as Percent of Cast

for Against Abstain No-Vote for Against Abstain

Executive Compensation 130 of 132 24% 48% 3% 12% 32% 64% 4%

Advisory Vote on Executive Compensation > 66 of 67 30% 42% 4% 12% 39% 55% 6%

Link Pay to Performance > 18 of 18 20% 58% 2% 10% 25% 72% 3%

Approve Future Golden Parachutes > 6 of 6 43% 35% 2% 9% 55% 43% 2%

Restrict or Cap > 6 of 6 4% 69% 1% 13% 5% 93% 2%

Establish Anti-Gross Up Policy > 4 of 5 32% 39% 6% 10% 42% 50% 8%

Abolish Stock Options > 5 of 5 4% 66% 2% 16% 5% 92% 3%

Recoup Bonuses > IF Restatement 5 of 5 7% 64% 3% 13% 10% 86% 4%

Link Pay to Social Criteria > 4 of 4 11% 57% 3% 14% 16% 80% 4%

Disclose > 4 of 4 6% 67% 1% 13% 8% 90% 2%

Board-Related 83 of 85 21% 51% 3% 12% 28% 68% 4%

Majority Vote to Elect Directors > 24 of 24 39% 36% 1% 11% 51% 47% 2%

Have Implemented a Form of Majority Voting > 15 of 15 32% 41% 2% 12% 43% 55% 2%

Have Not Implemented a Form of Majority Voting > 9 of 9 50% 28% 1% 9% 64% 35% 1%

Independent Board Chairman / Separate Chair- > CEO 21 of 21 20% 50% 2% 14% 28% 69% 3%

Establish Committee on Human Rights > 7 of 7 2% 65% 10% 11% 3% 83% 14%

Double Board Nominees > 5 of 5 3% 67% 3% 14% 4% 91% 5%

Independent Lead Director > 4 of 4 25% 43% 2% 12% 36% 62% 2%

Majority Vote-Shareholder Committee > 3 of 4 17% 64% 1% 8% 21% 77% 2%

Establish Outside Director Qualifications > 4 of 4 2% 70% 2% 14% 3% 95% 2%

Establish Committee on Mortgage Lending > 3 of 3 2% 76% 1% 10% 3% 96% 1%

Establish Committee on Sustainability > 3 of 3 3% 56% 10% 18% 5% 80% 15%

Repeal Classified Board 51 of 52 50% 23% 2% 12% 67% 31% 2%

Shareholder to Call Special Meeting 23 of 23 36% 40% 1% 10% 47% 51% 2%

Cumulative Voting 19 of 19 27% 46% 2% 12% 37% 61% 2%

Eliminate or Reduce Supermajority Provision 11 of 11 51% 27% 1% 9% 65% 34% 1%

Poison Pills 3 of 3 36% 35% 1% 16% 49% 50% 1%

> 21

fIGURE 9

Votes for Selected Proposals Relating to Board Issues, 2004 - 2008

Independent Board Chairman / Separate Chair-CEO

Majority Vote to Elect Directors

Eliminate or Reduce Supermajority Provision

Repeal Classified Board

Advisory Vote on Executive Compensation

Approve Future Golden Parachutes

Votes for Proposals Relating to Anti-Takeover Provisions, 2004 - 2008

Votes for Selected Proposals Relating to Executive Compensation Issues, 2004 - 2008

fIGURE 10

fIGURE 11

12%

0%

10%

20%

30%

40%

50%

60%

0%

10%

20%

30%

40%

50%

60%

29%

43%

29%

47%

25%

49%

28%

51%

27%

2005 2006 2007 20082004

60%

61%

63%

66%

67%

68%

65%

67%

74%

69%

2005 2006 2007 20082004

0%

54%

39%

50%

39%

50%

39%

55%

0%

51%

2005 2006 2007 20082004

0%

10%

20%

30%

40%

50%

60%

70%

80%P

erce

nta

ge

of

Vo

tes

Cas

tP

erce

nta

ge

of

Vo

tes

Cas

tP

erce

nta

ge

of

Vo

tes

Cas

t

12%

0%

10%

20%

30%

40%

50%

60%

0%

10%

20%

30%

40%

50%

60%

29%

43%

29%

47%

25%

49%

28%

51%

27%

2005 2006 2007 20082004

60%

61%

63%

66%

67%

68%

65%

67%

74%

69%

2005 2006 2007 20082004

0%

54%

39%

50%

39%

50%

39%

55%

0%

51%

2005 2006 2007 20082004

0%

10%

20%

30%

40%

50%

60%

70%

80%

Per

cen

tag

e o

f V

ote

s C

ast

Per

cen

tag

e o

f V

ote

s C

ast

Per

cen

tag

e o

f V

ote

s C

ast

12%

0%

10%

20%

30%

40%

50%

60%

0%

10%

20%

30%

40%

50%

60%

29%

43%

29%

47%

25%

49%

28%

51%

27%

2005 2006 2007 20082004

60%

61%

63%

66%

67%

68%

65%

67%

74%

69%

2005 2006 2007 20082004

0%

54%

39%

50%

39%

50%

39%

55%

0%

51%

2005 2006 2007 20082004

0%

10%

20%

30%

40%

50%

60%

70%

80%

Per

cen

tag

e o

f V

ote

s C

ast

Per

cen

tag

e o

f V

ote

s C

ast

Per

cen

tag

e o

f V

ote

s C

ast

> 22

fIGURE 12> Binding Bylaw Provisions – 1999 to 2008

13 7 3 4 5 8 9 13 12 17

1999 2000 2001 2002 2003

Nu

mb

er o

f P

rop

osa

ls

2004 2005 2006 2007 2008

18

16

14

12

10

0

2

4

6

8

Company Proposal SponsorState of Inc.

As Percent of Shares Outstanding As Percent of Votes Cast

for Against Abstain No Vote for Against Abstain

Apache CorporationAllow Shareholders to Recover Proxy Contest Costs

AFSCME DE 10.5% 62.6% 5.2% 10.9% 13.4% 79.9% 6.7%

Apple Inc. Board – Establish Committee on Sustainability

Harrington Investments CA 3.7% 44.6% 12.9% 21.7% 6.1% 72.8% 21.1%

Bank of America Corporation

Board – Establish Committee on Human Rights

Harrington Investments DE 3.6% 55.7% 8.8% 18.8% 5.3% 81.8% 12.9%

Bank of America Corporation

Board – Redefine “Independent” Board Chairman

SEIU DE 25.1% 41.5% 1.5% 18.8% 36.8% 61.0% 2.2%

Biogen Idec Inc. Board – Fix or Change Board Size Icahn Entities DE 18.4% 56.7% 1.0% 0.0% 24.2% 74.5% 1.3%

Coca-Cola Company Board – Establish Committee on Human Rights

Individual – Wardlaw III, W.

DE 2.5% 64.5% 7.8% 13.1% 3.3% 86.2% 10.5%

Dollar Tree Stores, Inc. Repeal Classified Board CalPERS VA 67.7% 14.9% 0.8% 7.1% 81.2% 17.8% 1.0%

Google Inc.Board – Establish Committee on Human Rights


Halliburton Company Board – Establish Committee on Human Rights


Hershey Company Board – Establish Committee on Human Rights


Intel CorporationBoard – Establish Committee on Sustainability


International Business Machines Corporation

Board – Establish Committee on Human Rights

Harrington Investments NY 3.5% 55.8% 8.8% 15.6% 5.1% 81.9% 13.0%

JPMorgan Chase & Co. Board – Redefine “Independent” Board Chairman

Center for Community Change

DE 11.2% 62.7% 1.5% 12.4% 14.9% 83.2% 1.9%

Kimberly-Clark Corporation

Board – Establish Committee on Sustainability

Individual – Haible, P. DE 3.4% 67.1% 9.6% 10.5% 4.3% 83.7% 12.0%

State Street Corporation Auditors – Limit Non-Audit Fees Individual – Jorstad, P. MA 2.9% 70.4% 0.6% 8.2% 4.0% 95.2% 0.8%

Wal-Mart Stores, Inc. Board – Establish Committee on Human Rights


Wells Fargo & Company Board – Independent Board Chairman/Separate Chair-CEO

SEIU DE 21.2% 53.6% 2.1% 10.6% 27.6% 69.8% 2.7%

fIGURE 13> Binding Bylaw Provisions – 2008

> 23

fIGURE 14> Voting Results (Sorted by Company), 2008

As Percent of Shares Outstanding

As Percent of Votes Cast

Company Proposal Sponsor For Against Abstain Non Vote For Against Abstain

A. Schulman, Inc. Study Spinoff/Sale of Company Starboard Value & Opportunity Fund 28.8% 57.7% 0.4% 10.7% 33.1% 66.4% 0.5%Abbott Laboratories Executive Compensation - Advisory Vote on Executive Compensation Unitarian Universalist Association 27.8% 47.2% 2.7% 10.5% 35.8% 60.8% 3.4%Aetna Inc. Board- Nominate Non-Executive Retiree Aetna Retirees Association 5.3% 77.0% 1.3% 6.0% 6.3% 92.1% 1.6%Aetna Inc. Cumulative Voting Individual- Davis, E. 35.9% 46.5% 1.1% 6.0% 43.0% 55.7% 1.3%Affiliated Computer Services, Inc. Executive Compensation- Advisory Vote on Executive Compensation AFSCME 19.4% 66.4% 4.3% 4.0% 21.5% 73.7% 4.8%Alaska Air Group, Inc. Cumulative Voting Individual- Dayton, T. 35.2% 33.2% 0.3% 11.7% 51.2% 48.3% 0.5%Alaska Air Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation Individual- Davidge, W. 36.9% 30.2% 1.7% 11.7% 53.6% 43.9% 2.5%Alaska Air Group, Inc. Poison Pill- Redeem or Vote On Individual- Chevedden, J. 20.7% 47.7% 0.4% 11.7% 30.1% 69.3% 0.6%Allegheny Energy, Inc. Executive Compensation- Advisory Vote on Executive Compensation Individual- Whalen, R. 25.4% 37.6% 6.5% 11.0% 36.5% 54.1% 9.4%Allegheny Technologies Inc. Board- Majority Vote to Elect Directors UBCJA 36.8% 40.1% 1.2% 8.2% 47.1% 51.4% 1.5%Allergan, Inc. Executive Compensation- Link Pay to Performance Teamsters 24.8% 58.2% 0.8% 5.2% 29.6% 69.5% 0.9%Allstate Corporation Cumulative Voting Individual- Rossi Family 23.6% 50.5% 1.4% 10.9% 31.2% 66.9% 1.8%Allstate Corporation Executive Compensation- Advisory Vote on Executive Compensation AFSCME 29.7% 43.2% 2.5% 10.9% 39.4% 57.3% 3.3%Allstate Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 32.0% 41.3% 2.1% 10.9% 42.4% 54.8% 2.8%Altria Group, Inc. Cumulative Voting Individual- Rossi Family 25.5% 42.9% 19.1% 0.0% 29.1% 49.0% 21.8%Altria Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation Individual- Rossi Family 24.7% 41.9% 21.0% 0.0% 28.2% 47.8% 24.0%American Express Company Cumulative Voting Individual- Davis, E. 18.4% 53.6% 1.3% 13.0% 25.1% 73.1% 1.8%Amgen Inc. Supermajority Provisions- Eliminate or Reduce Individual- Steiner, W. 56.3% 14.2% 1.0% 15.4% 78.7% 19.9% 1.3%Anadarko Petroleum Corporation Repeal Classified Board Individual- Armstrong, G. 62.8% 9.5% 0.9% 15.0% 85.9% 13.0% 1.2%Anheuser-Busch Companies, Inc. Executive Compensation- Advisory Vote on Executive Compensation Individual- Filiberto, M. 30.9% 41.5% 1.7% 13.0% 41.7% 56.0% 2.3%Anheuser-Busch Companies, Inc. Shareholder Right to Call Special Meeting Individual- Steiner, W. 32.9% 39.8% 1.4% 13.0% 44.4% 53.6% 2.0%Apache Corporation Allow Shareholders to Recover Proxy Contest Costs AFSCME 10.5% 62.6% 5.2% 10.9% 13.4% 79.9% 6.7%Apple Inc. Board- Establish Committee on Sustainability Harrington Investments 3.7% 44.6% 12.9% 21.7% 6.1% 72.8% 21.1%Apple Inc. Executive Compensation- Advisory Vote on Executive Compensation AFL-CIO 28.0% 27.2% 6.1% 21.7% 45.7% 44.4% 10.0%Arkansas Best Corporation Repeal Classified Board LongView 68.9% 12.0% 1.3% 10.1% 83.9% 14.6% 1.5%Ashland Inc. Board- Majority Vote to Elect Directors* Laborers 52.1% 29.8% 1.5% 7.2% 62.5% 35.7% 1.8%AT&T Inc. Board- Independent Lead Director Individual- Rossi Family 26.6% 40.9% 2.1% 8.1% 38.2% 58.8% 3.0%AT&T Inc. Executive Compensation- Advisory Vote on Executive Compensation Association of BellTel Retirees 28.7% 37.0% 3.9% 8.1% 41.2% 53.1% 5.6%AT&T Inc. Executive Comp.- Approve, Disclose or Limit Supplemental Retirement Plans UBCJA 24.0% 43.0% 2.6% 8.1% 34.5% 61.8% 3.7%AT&T Inc. Executive Comp.- Exclude Pension Credits/Surplus from Comp. Calculation SNET Retirees Association 31.0% 36.7% 2.0% 8.1% 44.5% 52.6% 2.9%AutoNation, Inc. Executive Compensation- Advisory Vote on Executive Compensation IBEW 16.9% 67.0% 0.7% 7.0% 19.9% 79.2% 0.9%AutoNation, Inc. Shareholder Right to Call Special Meeting Individual- Armstrong, G. 14.8% 69.2% 0.5% 7.0% 17.5% 81.9% 0.6%Avista Corp. Board- Independent Board Chairman/Separate Chair-CEO Individual- Osborn, J. 27.0% 50.0% 12.6% 0.0% 30.1% 55.8% 14.1%Baldor Electric Company Repeal Classified Board Individual- Armstrong, G. 47.5% 24.5% 0.7% 6.9% 65.4% 33.7% 1.0%Ball Corporation Repeal Classified Board Individual- Armstrong, G. 54.8% 29.6% 7.7% 0.0% 59.5% 32.1% 8.4%Bank of America Corporation Board- Establish Committee on Human Rights Harrington Investments 3.6% 55.7% 8.8% 18.8% 5.3% 81.8% 12.9%Bank of America Corporation Board- Redefine “Independent” Board Chairman SEIU 25.1% 41.5% 1.5% 18.8% 36.8% 61.0% 2.2%Bank of America Corporation Cumulative Voting Individual- Rossi Family 24.4% 42.1% 1.5% 18.8% 35.9% 61.9% 2.1%Bank of America Corporation Executive Compensation- Abolish Stock Options Individual- Davis, E. 2.9% 63.7% 1.5% 18.8% 4.2% 93.6% 2.2%Bank of America Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Steiner, K. 28.6% 35.0% 4.5% 18.8% 42.0% 51.5% 6.6%Bank of America Corporation Executive Compensation- Restrict or Cap Individual- Inman, F. 4.2% 62.4% 1.4% 18.8% 6.2% 91.7% 2.1%Bank of America Corporation Shareholder Right to Call Special Meeting Individual- Chevedden, R. 29.5% 37.0% 1.6% 18.8% 43.3% 54.3% 2.4%Bank of New York Mellon Corp. Cumulative Voting Individual- Davis, E. 27.8% 45.4% 1.1% 10.7% 37.4% 61.1% 1.5%Bank of New York Mellon Corp. Executive Compensation- Advisory Vote on Executive Compensation AFSCME 32.1% 37.3% 4.9% 10.7% 43.1% 50.2% 6.6%Becton, Dickinson & Company Cumulative Voting Individual- Davis, E. 29.2% 52.4% 0.9% 8.3% 35.4% 63.5% 1.1%Becton, Dickinson & Company Repeal Classified Board Individual- Steiner, K. 67.9% 13.6% 1.1% 8.3% 82.3% 16.4% 1.3%Belo Corp. Repeal Classified Board New York City Pension Funds 21.6% 67.5% 1.1% 3.4% 24.0% 74.8% 1.2%Bemis Company, Inc. Executive Compensation- Link Pay to Social Criteria DuPont Workers 6.9% 71.8% 2.7% 12.1% 8.5% 88.2% 3.3%Bill Barrett Corporation Repeal Classified Board Individual- Armstrong, G. 43.7% 45.4% 0.1% 6.4% 49.0% 50.9% 0.1%Biogen Idec Inc. Board- Fix or Change Board Size Icahn Entities 18.4% 56.7% 1.0% 0.0% 24.2% 74.5% 1.3%Black & Decker Corporation Executive Comp.- Approve, Disclose or Limit Supplemental Retirement Plans UBCJA 31.6% 39.1% 10.3% 8.7% 39.0% 48.3% 12.8%Black Hills Corporation Repeal Classified Board Individual- Armstrong, G. 49.1% 32.7% 0.8% 6.4% 59.5% 39.6% 0.9%Boeing Company Board- Independent Lead Director Individual- Finnegan, T. 27.1% 43.7% 2.3% 15.4% 37.1% 59.8% 3.1%Boeing Company Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, R. 32.1% 36.6% 4.4% 15.4% 43.9% 50.1% 6.0%Boeing Company Executive Compensation- Approve/Vote on Future Golden Parachutes National Legal and Policy Center 26.3% 42.8% 3.9% 15.4% 36.0% 58.6% 5.4%Boeing Company Executive Compensation- Award Performance-Based Stock Options Individual- Chevedden, J. 23.9% 47.2% 2.0% 15.4% 32.7% 64.6% 2.7%Borders Group, Inc. Board- Independent Board Chairman/Separate Chair-CEO Individual- Chevedden, J. 12.2% 54.2% 0.1% 15.7% 18.3% 81.5% 0.2%Boston Properties, Inc. Repeal Classified Board Individual- Davis, E. 73.3% 11.0% 0.9% 5.1% 86.1% 12.9% 1.0%Bristol-Myers Squibb Company Executive Compensation- Disclose Individual- Davis, E. 7.1% 64.8% 1.4% 14.6% 9.8% 88.3% 1.9%Burlington Northern Santa Fe Corp. Executive Compensation- Advisory Vote on Executive Compensation Individual- Rossi Family 24.0% 47.6% 3.0% 10.7% 32.1% 63.8% 4.0%Capital One Financial Corporation Executive Compensation- Advisory Vote on Executive Compensation Marianists 24.8% 46.8% 3.0% 11.0% 33.3% 62.7% 4.0%Caterpillar Inc. Board- Majority Vote to Elect Directors* UBCJA 30.4% 39.4% 2.2% 16.3% 42.2% 54.7% 3.1%

> 24

fIGURE 14> Voting results (sorted by Company), 2008




Caterpillar Inc. Repeal Classified Board RAM Trust 48.5% 21.4% 2.1% 16.3% 67.4% 29.7% 2.9%Cathay General Bancorp Repeal Classified Board Individual- Armstrong, G. 30.3% 17.1% 11.5% 25.3% 51.5% 29.0% 19.5%Central Pacific Financial Corp. Repeal Classified Board Individual- Armstrong, G. 46.9% 19.5% 1.6% 17.0% 69.0% 28.7% 2.3%Central Vermont Public Service Corp. Repeal Classified Board Individual- Armstrong, G. 55.5% 5.5% 7.0% 16.5% 81.6% 8.1% 10.3%CenturyTel, Inc. Executive Compensation- Advisory Vote on Executive Compensation CWA 40.5% 45.4% 2.0% 5.3% 46.1% 51.7% 2.3%CH Energy Group, Inc Repeal Classified Board Individual- Armstrong, G. 43.8% 20.7% 1.9% 22.7% 66.0% 31.2% 2.8%Charles Schwab Corporation Ban Precatory Shareholder Resolutions Action Fund Management 2.4% 76.4% 1.6% 10.5% 3.0% 94.9% 2.1%Chesapeake Corporation Executive Compensation- Link Pay to Performance New York City Pension Funds 18.0% 57.8% 12.4% 0.0% 20.4% 65.6% 14.1%Chesapeake Corporation Repeal Classified Board LongView 64.9% 10.9% 12.4% 0.0% 73.6% 12.3% 14.1%Chesapeake Energy Corporation Repeal Classified Board Individual- Armstrong, G. 44.9% 27.9% 0.9% 16.0% 60.8% 37.9% 1.3%Chevron Corporation Board- Independent Board Chairman/Separate Chair-CEO AFL-CIO 10.3% 59.9% 1.7% 16.1% 14.4% 83.3% 2.3%Citigroup Inc. Adopt Employment Principles for Executive Officers AFL-CIO 20.9% 37.1% 6.1% 20.0% 32.6% 57.9% 9.6%Citigroup Inc. Board- Double Board Nominees Individual- Dee, R. 3.2% 55.1% 5.7% 20.0% 5.1% 86.0% 9.0%Citigroup Inc. Board- Independent Board Chairman/Separate Chair-CEO Individual- Chevedden, R. 11.1% 49.4% 3.5% 20.0% 17.3% 77.2% 5.5%Citigroup Inc. Executive Compensation- Advisory Vote on Executive Compensation AFSCME 24.4% 33.8% 5.9% 20.0% 38.0% 52.8% 9.2%Citigroup Inc. Executive Compensation- Link Pay to Social Criteria Individual- Gilbert, A. 4.0% 56.0% 4.0% 20.0% 6.2% 87.5% 6.3%Citizens Communications Company Executive Compensation- Advisory Vote on Executive Compensation CWA 27.4% 31.6% 2.7% 25.6% 44.5% 51.2% 4.4%Clear Channel Communications, Inc. Board- Increase Compensation Committee Independence New York City Pension Funds N/A N/A N/A N/A N/A N/A N/AClear Channel Communications, Inc. Board- Majority Vote - Shareholder Committee Not Disclosed N/A N/A N/A N/A N/A N/A N/AClear Channel Communications, Inc. Executive Compensation- Advisory Vote on Executive Compensation AFSCME N/A N/A N/A N/A N/A N/A N/AClear Channel Communications, Inc. Executive Compensation- Establish Anti Gross-Up Policy AFL-CIO N/A N/A N/A N/A N/A N/A N/ACoca-Cola Company Board- Establish Committee on Human Rights Individual- Wardlaw III, W. 2.5% 64.5% 7.8% 13.1% 3.3% 86.2% 10.5%Coca-Cola Company Board- Independent Board Chairman/Separate Chair-CEO Teamsters 20.7% 53.0% 1.1% 13.1% 27.6% 70.9% 1.4%Coca-Cola Company Executive Compensation- Advisory Vote on Executive Compensation Benedictine Sisters 22.6% 48.9% 3.2% 13.1% 30.3% 65.4% 4.3%Coca-Cola Enterprises Inc. Executive Compensation- Approve/Vote on Future Golden Parachutes Teamsters 30.0% 61.8% 0.5% 2.4% 32.5% 66.9% 0.5%Colonial BancGroup, Inc. Repeal Classified Board Individual- Armstrong, G. 35.6% 26.1% 1.0% 21.9% 56.8% 41.6% 1.6%Comcast Corporation Board- Double Board Nominees Individual- Dee, R. 2.3% 78.0% 1.9% 7.1% 2.8% 94.9% 2.3%Comcast Corporation Cumulative Voting Teamsters 23.8% 57.6% 0.7% 7.1% 29.0% 70.1% 0.9%Comcast Corporation Eliminate Dual Class Stock CWA 24.1% 56.7% 1.3% 7.1% 29.3% 69.1% 1.6%Comcast Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Sponcer, J. 16.5% 63.6% 2.0% 7.1% 20.1% 77.4% 2.5%Comcast Corporation Executive Compensation- Disclose Individual- Davis, E. 3.1% 78.2% 0.9% 7.1% 3.7% 95.2% 1.1%Commerce Bancshares, Inc. Repeal Classified Board Individual- Armstrong, G. 32.6% 41.9% 0.9% 14.3% 43.2% 55.6% 1.1%Community Bank System, Inc. Repeal Classified Board Individual- Armstrong, G. 39.7% 31.3% 1.9% 13.4% 54.4% 43.0% 2.6%ConocoPhillips Executive Compensation- Advisory Vote on Executive Compensation AFSCME 29.6% 41.8% 3.9% 12.6% 39.3% 55.5% 5.2%Consolidated Edison, Inc. Executive Compensation- Disclose Individual- Davis, E. 7.8% 47.1% 2.0% 25.3% 13.7% 82.7% 3.5%Convergys Corporation Board- Majority Vote to Elect Directors* UBCJA 29.3% 19.5% 2.7% 12.5% 57.0% 37.9% 5.2%Con-Way Inc. Repeal Classified Board Teamsters 53.0% 33.9% 1.2% 6.3% 60.2% 38.5% 1.4%CSX Corporation Nullify Certain Bylaw Amendments Children’s Investment Fund Mgmt. 46.0% 25.2% 1.7% 0.0% 63.1% 34.6% 2.4%CSX Corporation Shareholder Right to Call Special Meeting Children’s Investment Fund Mgmt. 45.5% 26.0% 1.5% 0.0% 62.4% 35.6% 2.0%CVS Caremark Corporation Executive Compensation- Establish Anti Gross-Up Policy AFSCME 35.3% 32.2% 5.8% 8.8% 48.1% 43.9% 7.9%CVS Caremark Corporation Shareholder Right to Call Special Meeting Individual- Steiner, W. 34.3% 36.8% 2.2% 8.8% 46.8% 50.2% 3.0%D.R. Horton, Inc. Executive Compensation- Link Pay to Performance Laborers 24.6% 51.6% 1.1% 11.1% 31.8% 66.8% 1.5%Danaher Corporation Board- Restrictions on Executive Employment Agreements AFL-CIO 20.3% 54.7% 6.4% 6.9% 24.9% 67.3% 7.8%Dollar Tree, Inc. Repeal Classified Board CalPERS 67.7% 14.9% 0.8% 7.1% 81.2% 17.8% 1.0%Dow Chemical Company Executive Compensation- Link Pay to Performance Not Disclosed 19.2% 53.4% 2.1% 12.5% 25.7% 71.5% 2.8%DPL Inc. Study Spinoff/Sale of Company Individual- Moberly, D. 2.2% 62.1% 1.6% 16.3% 3.4% 94.2% 2.4%E. I. du Pont de Nemours and Co. Board- Independent Board Chairman/Separate Chair-CEO Individual- Phippen, C. 26.4% 43.6% 1.6% 13.4% 36.9% 60.8% 2.3%E. I. du Pont de Nemours and Co. Executive Compensation- Advisory Vote on Executive Compensation Great Neck Capital 30.6% 38.3% 2.9% 13.4% 42.6% 53.4% 4.0%Eastman Chemical Company Repeal Classified Board Individual- Chevedden, R. 45.8% 32.4% 1.0% 7.5% 57.9% 40.9% 1.3%Eastman Kodak Company Board- Majority Vote to Elect Directors* United Association S&P 500 Index Fund 45.7% 28.4% 2.0% 10.0% 60.1% 37.3% 2.6%Ecolab Inc. Repeal Classified Board Individual- Armstrong, G. 39.0% 45.1% 0.9% 6.4% 45.9% 53.1% 1.0%Edison International Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, J. 35.1% 39.0% 3.6% 10.2% 45.2% 50.2% 4.6%Electronic Data Systems Corp. Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, J. 33.6% 45.9% 1.7% 7.2% 41.4% 56.5% 2.2%Eli Lilly and Company Allow Shareholders to Amend Bylaws CalPERS 40.6% 41.7% 1.0% 7.9% 48.7% 50.1% 1.2%Eli Lilly and Company Supermajority Provisions- Eliminate or Reduce Individual- Steiner, W. 52.6% 29.6% 1.0% 7.9% 63.2% 35.6% 1.2%Embarq Corporation Executive Compensation- Advisory Vote on Executive Compensation CWA 32.0% 47.4% 2.8% 8.3% 38.9% 57.7% 3.4%Entergy Corporation Executive Compensation- Advisory Vote on Executive Compensation UWA 30.1% 42.1% 7.0% 7.0% 38.0% 53.2% 8.8%Entergy Corporation Executive Compensation- Restrict or Cap Individual- Morse, R. 4.6% 73.5% 1.1% 7.0% 5.8% 92.8% 1.4%Entergy Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 43.5% 34.5% 1.2% 7.0% 54.9% 43.5% 1.6%Equifax Inc. Board- Majority Vote to Elect Directors UBCJA 51.4% 30.7% 1.2% 8.6% 61.7% 36.9% 1.4%Equifax Inc. Repeal Classified Board AFSCME 55.5% 26.6% 1.2% 8.6% 66.7% 31.9% 1.4%ExxonMobil Corporation Ban Precatory Shareholder Resolutions Action Fund Management 1.8% 61.8% 2.9% 17.6% 2.7% 93.0% 4.3%

> 25





ExxonMobil Corporation Board- Establish Outside Director Qualifications Individual- Kay, S. 2.2% 62.3% 1.9% 17.6% 3.3% 93.8% 2.8%ExxonMobil Corporation Board- Independent Board Chairman/Separate Chair-CEO RAM Trust 25.5% 39.0% 1.8% 17.6% 38.4% 58.8% 2.8%ExxonMobil Corporation Executive Compensation- Advisory Vote on Executive Compensation Needmor Fund 25.5% 37.2% 3.7% 17.6% 38.4% 55.9% 5.6%ExxonMobil Corporation Executive Compensation- Link Pay to Social Criteria NorthStar Asset Management 6.9% 56.7% 2.8% 17.6% 10.4% 85.4% 4.2%ExxonMobil Corporation Executive Compensation- Recoup Bonuses if Restatement Individual- Rossi Family 8.0% 56.5% 1.9% 17.6% 12.1% 85.0% 2.9%ExxonMobil Corporation Shareholder Return Policy Individual- Mergens, E. 3.1% 61.4% 2.0% 17.6% 4.6% 92.4% 3.0%Fed. Ntl. Mortgage Assoc. (Fannie Mae) Cumulative Voting Individual- Davis, E. 36.1% 43.6% 0.8% 8.8% 44.8% 54.2% 1.0%Federal Realty Investment Trust Repeal Classified Board Individual- Armstrong, G. 53.9% 15.3% 0.5% 14.6% 77.3% 21.9% 0.7%Federal Signal Corporation Executive Compensation- Approve/Vote on Future Golden Parachutes LongView 54.5% 15.2% 0.5% 9.4% 77.6% 21.7% 0.7%Fifth Third Bancorp Study Spinoff/Sale of Company Individual- Silverman, H. 5.9% 64.3% 1.2% 13.7% 8.2% 90.1% 1.6%FirstEnergy Corp. Board- Majority Vote to Elect Directors UBCJA 54.0% 21.4% 1.6% 8.6% 70.1% 27.8% 2.1%FirstEnergy Corp. Board- Majority Vote-Shareholder Committee IBEW 31.5% 43.1% 2.4% 8.6% 40.9% 56.0% 3.1%FirstEnergy Corp. Shareholder Right to Call Special Meeting Individual- Rossi Family 50.6% 24.8% 1.6% 8.6% 65.7% 32.2% 2.1%FirstEnergy Corp. Supermajority Provisions- Eliminate or Reduce Individual- Chevedden, R. 59.6% 15.9% 1.6% 8.6% 77.3% 20.6% 2.1%Ford Motor Company Eliminate Dual Class Stock Individual- Chevedden, R. 20.6% 55.0% 2.3% 13.9% 26.4% 70.7% 2.9%Ford Motor Company Executive Compensation- Abolish Stock Options Individual- Davis, E. 4.4% 72.5% 0.9% 13.9% 5.6% 93.2% 1.2%Ford Motor Company Executive Compensation- Restrict or Cap Individual- Thrower, W. 5.0% 72.0% 0.9% 13.9% 6.4% 92.4% 1.1%Ford Motor Company Shareholder Right to Call Special Meeting Individual- Chevedden, J. 13.9% 63.0% 1.0% 13.9% 17.8% 80.9% 1.3%Fortune Brands, Inc. Repeal Classified Board Individual- Rossi Family 53.6% 18.5% 1.2% 13.5% 73.1% 25.3% 1.6%Frontier Financial Corporation Repeal Classified Board Individual- Armstrong, G. 20.4% 35.0% 3.6% 16.8% 34.6% 59.3% 6.1%General Dynamics Corporation Shareholder Right to Call Special Meeting Individual- Chevedden, J. 26.1% 57.8% 1.9% 7.3% 30.4% 67.3% 2.3%General Electric Company Board- Independent Board Chairman/Separate Chair-CEO Individual- Quirini, H. 20.8% 45.1% 1.2% 17.6% 31.0% 67.2% 1.8%General Electric Company Board- Limit Number of Directorships Individual- Steiner, W. 22.4% 42.9% 1.8% 17.6% 33.4% 63.9% 2.7%General Electric Company Cumulative Voting Individual- Davis, E. 23.2% 42.7% 1.2% 17.6% 34.6% 63.6% 1.9%General Electric Company Executive Compensation- Advisory Vote on Executive Compensation Walden Asset Management 24.7% 39.9% 2.5% 17.6% 36.8% 59.5% 3.7%General Electric Company Executive Compensation- Recoup Bonuses if Restatement Individual- Freeda, W. 9.3% 56.5% 1.2% 17.6% 13.9% 84.2% 1.8%General Growth Properties, Inc. Repeal Classified Board SEIU 64.3% 20.1% 0.7% 7.0% 75.5% 23.6% 0.8%General Motors Corporation Cumulative Voting Individual- Chevedden, R. 34.3% 30.3% 2.8% 15.2% 50.9% 45.0% 4.1%General Motors Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, J. 21.5% 42.9% 3.0% 15.2% 31.9% 63.6% 4.4%General Motors Corporation Executive Compensation- Award Performance Based Stock Options Individual- Lauve, J. 11.1% 53.6% 2.6% 15.2% 16.5% 79.6% 3.8%General Motors Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 33.4% 31.2% 2.8% 15.2% 49.6% 46.3% 4.2%Goldman Sachs Group, Inc. Executive Compensation- Abolish Stock Options Individual- Davis, E. 0.9% 67.1% 2.8% 19.0% 1.3% 94.7% 4.0%Goldman Sachs Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation Walden Asset Management 30.3% 36.3% 4.4% 19.0% 42.7% 51.1% 6.1%Google Inc. Board- Establish Committee on Human Rights Harrington Investments 0.8% 53.5% 31.2% 3.9% 0.9% 62.6% 36.5%Hain Celestial Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation NorthStar Asset Management 33.1% 39.5% 7.7% 12.6% 41.2% 49.2% 9.6%Halliburton Company Board- Establish Committee on Human Rights Harrington Investments 3.9% 56.6% 9.3% 14.9% 5.6% 81.1% 13.3%Hanmi Financial Corporation Repeal Classified Board Individual- Armstrong, G. 35.3% 20.7% 0.3% 31.4% 62.7% 36.8% 0.5%HCC Insurance Holdings, Inc. Board- Majority Vote-Shareholder Committee New York City Pension Funds 17.4% 66.4% 0.2% 5.6% 20.8% 79.0% 0.3%Hershey Company Board- Establish Committee on Human Rights Harrington Investments 0.7% 89.6% 2.4% 4.7% 0.8% 96.7% 2.5%Hilb Rogal & Hobbs Company Repeal Classified Board CalPERS 66.7% 17.6% 0.2% 6.4% 78.9% 20.9% 0.2%Home Depot, Inc. Executive Compensation- Advisory Vote on Executive Compensation New York City Pension Funds 26.0% 35.7% 4.0% 21.1% 39.6% 54.4% 6.1%Home Depot, Inc. Executive Compensation- Link Pay to Performance UBCJA 19.6% 43.8% 2.2% 21.1% 29.9% 66.7% 3.4%Home Depot, Inc. Shareholder Right to Call Special Meeting Individual- Chevedden, J. 24.5% 38.0% 3.1% 21.1% 37.4% 58.0% 4.7%Honeywell International Inc. Executive Compensation- Link Pay to Performance UBCJA 27.8% 49.1% 1.2% 11.1% 35.6% 62.8% 1.5%Ingersoll-Rand Company Limited Executive Compensation- Advisory Vote on Executive Compensation AFSCME 40.6% 34.5% 4.9% 9.5% 50.7% 43.2% 6.2%Intel Corporation Board- Establish Committee on Sustainability Harrington Investments 2.8% 55.0% 7.8% 21.6% 4.2% 83.9% 11.9%International Business Machines Corp. Board- Establish Committee on Human Rights Harrington Investments 3.5% 55.8% 8.8% 15.6% 5.1% 81.9% 13.0%International Business Machines Corp. Cumulative Voting Individual- Davis, E. 25.3% 41.1% 1.7% 15.6% 37.1% 60.4% 2.5%International Business Machines Corp. Executive Compensation- Advisory Vote on Executive Compensation Boston Common Asset Management 28.2% 36.8% 3.2% 15.6% 41.3% 54.0% 4.7%International Business Machines Corp. Executive Comp.- Exclude Pension Credits/Surplus from Comp. Calculation Individual- Mongeon, E. 29.1% 37.2% 1.8% 15.6% 42.7% 54.6% 2.7%International Business Machines Corp. Shareholder Right to Call Special Meeting Individual- Rossi Family 37.7% 28.6% 1.8% 15.6% 55.3% 42.0% 2.7%International Paper Company Supermajority Provisions- Eliminate or Reduce Individual- Steiner, W. 11.1% 68.6% 0.8% 7.9% 13.8% 85.2% 1.0%Interpublic Group of Companies, Inc. Executive Compensation- Advisory Vote on Executive Compensation CalPERS 27.8% 52.9% 3.0% 5.7% 33.2% 63.2% 3.6%Interpublic Group of Companies, Inc. Shareholder Right to Call Special Meeting Individual- Steiner, K. 40.3% 42.5% 0.9% 5.7% 48.2% 50.8% 1.1%Invacare Corporation Board- Majority Vote to Elect Directors LongView 49.3% 41.0% 0.2% 4.9% 54.4% 45.3% 0.3%Invacare Corporation Repeal Classified Board Not Disclosed 53.8% 36.6% 0.3% 4.9% 59.3% 40.4% 0.3%JCPenney Company, Inc. Executive Compensation- Approve/Vote on Future Golden Parachutes Trowel Trades S&P Index Fund 53.7% 20.8% 1.2% 9.1% 70.9% 27.5% 1.6%Johnson & Johnson Executive Compensation- Advisory Vote on Executive Compensation TIAA-CREF 29.7% 36.5% 3.2% 16.4% 42.8% 52.6% 4.6%Jones Apparel Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation Calvert Asset Management Co. 38.0% 50.0% 1.5% 4.7% 42.5% 55.9% 1.6%JPMorgan Chase & Co. Board- Double Board Nominees Individual- Dee, R. 2.0% 68.8% 4.7% 12.4% 2.6% 91.2% 6.2%JPMorgan Chase & Co. Board- Redefine “Independent” Board Chairman Center for Community Change 11.2% 62.7% 1.5% 12.4% 14.9% 83.2% 1.9%JPMorgan Chase & Co. Executive Compensation- Advisory Vote on Executive Compensation SEIU 27.6% 42.9% 4.9% 12.4% 36.6% 56.9% 6.5%

> 26





KB Home Executive Compensation- Approve/Vote on Future Golden Parachutes Trowel Trades S&P Index Fund 49.8% 30.6% 4.9% 11.2% 58.4% 35.9% 5.7%KB Home Executive Compensation- Link Pay to Performance Laborers 24.0% 56.6% 4.7% 11.2% 28.2% 66.3% 5.5%Kellogg Company Board- Majority Vote to Elect Directors* Sheet Metal Workers 22.5% 59.5% 0.8% 7.7% 27.2% 71.9% 1.0%Kilroy Realty Corporation Repeal Classified Board Individual- Armstrong, G. 70.8% 5.6% 0.1% 9.0% 92.6% 7.3% 0.1%Kimberly-Clark Corporation Board- Establish Committee on Sustainability Individual- Haible, P. 3.4% 67.1% 9.6% 10.5% 4.3% 83.7% 12.0%Kimberly-Clark Corporation Board- Establish Outside Director Qualifications Individual- Kay, S. 1.8% 77.1% 1.2% 10.5% 2.2% 96.2% 1.5%Kimberly-Clark Corporation Cumulative Voting Individual- Filiberto, M. 33.0% 46.1% 1.0% 10.5% 41.2% 57.5% 1.3%Kimberly-Clark Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 48.3% 30.8% 1.1% 10.5% 60.2% 38.4% 1.3%Kohl’s Corporation Board- Majority Vote to Elect Directors* UBCJA 38.7% 44.7% 0.9% 6.1% 45.9% 53.1% 1.0%Kohl’s Corporation Executive Compensation- Link Pay to Performance Sheet Metal Workers 25.4% 57.2% 1.7% 6.1% 30.1% 67.9% 2.0%Kroger Co. Executive Compensation- Link Pay to Performance Teamsters 29.7% 48.2% 2.3% 6.8% 37.0% 60.1% 2.8%Lear Corporation Supermajority Provisions- Eliminate or Reduce Individual- Chevedden, J. 72.9% 9.7% 0.1% 5.7% 88.2% 11.8% 0.1%Lennar Corporation Board- Establish Committee on Mortgage-Lending Operations LongView 0.6% 86.2% 0.3% 7.0% 0.7% 99.0% 0.3%Lennar Corporation Executive Compensation- Link Pay to Performance Laborers 2.3% 84.5% 0.2% 7.0% 2.6% 97.1% 0.3%Lexmark International, Inc. Executive Compensation- Advisory Vote on Executive Compensation LongView 43.0% 28.8% 1.4% 8.6% 58.7% 39.4% 1.9%Liz Claiborne, Inc. Supermajority Provisions- Eliminate or Reduce Individual- Steiner, K. 72.3% 8.9% 0.7% 5.7% 88.2% 10.9% 0.9%Lockheed Martin Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, J. 35.3% 41.8% 7.9% 6.8% 41.5% 49.2% 9.3%Lockheed Martin Corporation Executive Compensation- Disclose Individual- Davis, E. 5.3% 78.1% 1.6% 6.8% 6.2% 91.9% 1.9%Loews Corporation Cumulative Voting Individual- Davis, E. 22.4% 60.8% 0.8% 6.8% 26.7% 72.4% 0.9%Loews Corporation Executive Compensation- Link Pay to Performance Sheet Metal Workers 20.3% 62.4% 1.2% 6.8% 24.1% 74.4% 1.5%Lowe’s Companies, Inc. Executive Compensation- Link Pay to Performance Laborers 14.8% 63.3% 2.0% 12.3% 18.5% 79.0% 2.5%Lowe’s Companies, Inc. Supermajority Provisions- Eliminate or Reduce Individual- Chevedden, J. 56.0% 23.2% 1.0% 12.3% 69.9% 28.9% 1.2%Lubrizol Corporation Repeal Classified Board Individual- Armstrong, G. 68.6% 9.7% 4.9% 8.7% 82.5% 11.7% 5.8%M.D.C. Holdings, Inc. Board- Establish Committee on Mortgage Lending Operations LongView 2.4% 74.3% 0.1% 11.7% 3.2% 96.6% 0.2%Marathon Oil Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Rossi Family 31.4% 41.1% 2.8% 10.8% 41.7% 54.6% 3.8%Marathon Oil Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 51.9% 22.6% 0.9% 10.8% 68.8% 30.0% 1.1%Marshall & Ilsley Corporation Board- Majority Vote to Elect Directors* United Association S&P 500 Index Fund 25.0% 43.3% 1.8% 13.8% 35.6% 61.7% 2.6%McGraw-Hill Companies, Inc. Repeal Classified Board Individual- Rossi Family 50.4% 21.9% 1.1% 7.8% 68.7% 29.9% 1.4%McGraw-Hill Companies, Inc. Supermajority Provisions- Eliminate or Reduce Individual- Steiner, K. 53.1% 19.1% 1.1% 7.8% 72.4% 26.1% 1.5%Medco Health Solutions, Inc. Executive Compensation- Restrict or Cap Individual- Morse, R. 2.4% 70.2% 1.1% 13.0% 3.2% 95.3% 1.5%Merck & Co., Inc. Board- Independent Lead Director Individual- Steiner, K. 29.6% 38.5% 1.5% 12.5% 42.5% 55.3% 2.2%Merck & Co., Inc. Executive Compensation- Advisory Vote on Executive Compensation AFL-CIO 30.7% 32.8% 6.1% 12.5% 44.1% 47.1% 8.8%Merck & Co., Inc. Executive Compensation- Restrict or Cap Individual- Morse, R. 2.7% 65.5% 1.4% 12.5% 3.9% 94.1% 2.1%Merck & Co., Inc. Shareholder Right to Call Special Meeting Individual- Steiner, W. 39.2% 29.0% 1.5% 12.5% 56.3% 41.6% 2.1%Merrill Lynch & Co., Inc. Board- Restrictions on Executive Employment Agreements AFL-CIO 21.2% 45.4% 3.9% 14.5% 30.1% 64.3% 5.6%Merrill Lynch & Co., Inc. Cumulative Voting Individual- Davis, E. 19.5% 50.1% 1.0% 14.5% 27.6% 71.0% 1.4%Merrill Lynch & Co., Inc. Executive Compensation- Advisory Vote on Executive Compensation Connecticut Retirement Plans 25.4% 42.4% 2.8% 14.5% 36.0% 60.1% 3.9%Merrill Lynch & Co., Inc. Executive Compensation- Establish Buyback Holding Period Policy AFSCME 6.1% 63.1% 1.5% 14.5% 8.6% 89.3% 2.1%Monsanto Company Board- Independent Board Chairman/Separate Chair-CEO GBPUMC 11.9% 70.0% 0.8% 8.0% 14.4% 84.6% 1.0%Moody’s Corporation Supermajority Provisions- Eliminate or Reduce Individual- Rossi Family 31.3% 43.9% 1.5% 9.7% 40.9% 57.2% 1.9%Morgan Stanley Executive Compensation- Advisory Vote on Executive Compensation AFSCME 27.6% 45.3% 2.2% 13.5% 36.7% 60.4% 2.9%Motorola, Inc. Executive Compensation- Advisory Vote on Executive Compensation AFL-CIO 38.1% 32.5% 4.5% 15.1% 50.7% 43.2% 6.1%Motorola, Inc. Executive Compensation- Recoup Bonuses if Restatement Individual- Steiner, K. 8.1% 59.6% 7.4% 15.1% 10.8% 79.4% 9.8%Nabors Industries Ltd. Executive Compensation- Establish Anti Gross-Up Policy AFL-CIO 25.1% 33.9% 14.0% 14.0% 34.4% 46.4% 19.2%Nabors Industries Ltd. Executive Compensation- Link Pay to Performance Laborers 22.2% 49.9% 0.9% 14.0% 30.4% 68.4% 1.2%National Penn Bancshares, Inc. Repeal Classified Board Individual- Armstrong, G. 25.7% 34.7% 1.7% 17.4% 41.3% 55.9% 2.8%Newmont Mining Corporation Board- Independent Board Chairman/Separate Chair-CEO Individual- Rossi Family 18.7% 51.3% 1.1% 12.1% 26.3% 72.2% 1.5%Newmont Mining Corporation Board- Majority Vote to Elect Directors* UBCJA 32.2% 37.7% 1.1% 12.1% 45.4% 53.1% 1.5%Newport Corporation Repeal Classified Board New York City Pension Funds 37.7% 34.0% 0.2% 21.4% 52.5% 47.3% 0.3%Northrop Grumman Corporation Executive Compensation- Advisory Vote on Executive Compensation SEIU 33.1% 47.3% 3.1% 7.0% 39.6% 56.7% 3.7%Northrop Grumman Corporation Executive Compensation- Establish Anti Gross-Up Policy AFSCME 33.2% 47.0% 3.3% 7.0% 39.7% 56.4% 3.9%Nucor Corporation Board- Majority Vote to Elect Directors* UBCJA 35.7% 40.9% 1.0% 9.5% 46.0% 52.7% 1.3%NYSE Euronext Allow for Issuance of Physical Stock Certificates Individual- Davis, E. 6.4% 41.1% 2.4% 19.8% 12.8% 82.5% 4.8%Occidental Petroleum Corp. Executive Compensation- Advisory Vote on Executive Compensation Needmor Fund 34.4% 43.0% 3.3% 7.4% 42.6% 53.3% 4.1%Occidental Petroleum Corp. Executive Compensation- Link Pay to Performance UBCJA 25.6% 52.9% 2.2% 7.4% 31.7% 65.6% 2.7%Occidental Petroleum Corp. Shareholder Right to Call Special Meeting Individual- Rossi Family 53.0% 26.8% 0.9% 7.4% 65.7% 33.2% 1.1%OGE Energy Corp. Repeal Classified Board Individual- Armstrong, G. 40.2% 26.0% 1.8% 18.5% 59.1% 38.2% 2.7%Oshkosh Corporation Poison Pill- Redeem or Vote On Individual- Chevedden, J. 64.0% 11.9% 0.5% 14.6% 83.9% 15.5% 0.6%PACCAR Inc Board- Majority Vote to Elect Directors UBCJA 34.4% 49.7% 1.0% 7.1% 40.4% 58.5% 1.1%PACCAR Inc Supermajority Provisions- Eliminate or Reduce Individual- Chevedden, J. 34.4% 49.6% 1.0% 7.1% 40.5% 58.3% 1.2%PepsiCo, Inc. Executive Compensation- Advisory Vote on Executive Compensation TIAA-CREF 28.1% 37.7% 3.2% 15.0% 40.7% 54.7% 4.6%Pfizer Inc. Board- Independent Board Chairman/Separate Chair-CEO Individual- Rossi Family 29.0% 38.8% 1.2% 16.3% 42.0% 56.3% 1.7%

> 27





Pfizer Inc. Executive Compensation- Abolish Stock Options Individual- Davis, E. 4.6% 63.1% 1.3% 16.3% 6.6% 91.4% 1.9%PG&E Corporation Board- Independent Lead Director Individual- Rossi Family 16.1% 47.9% 2.3% 10.5% 24.2% 72.3% 3.5%PG&E Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, R. 34.2% 30.6% 1.5% 10.5% 51.5% 46.2% 2.3%PG&E Corporation Executive Compensation- Statement of Personal Contribution by CEO Individual- Brandt, F. 3.3% 61.3% 1.7% 10.5% 5.0% 92.5% 2.5%Progress Energy, Inc. Executive Compensation- Advisory Vote on Executive Compensation IBEW 26.2% 37.1% 2.6% 18.0% 39.8% 56.3% 3.9%Public Service Enterprise Group Inc. Board- Double Board Nominees Individual- Dal Pan-Dias, M. 3.6% 71.6% 1.8% 12.1% 4.7% 93.0% 2.3%Public Service Enterprise Group Inc. Board- Establish Outside Director Qualifications Individual- Dal Pan, Je. 3.1% 72.0% 1.9% 12.1% 4.0% 93.5% 2.5%Public Service Enterprise Group Inc. Executive Compensation- Restrict or Cap Individual- Dal Pan, Jo. 4.5% 70.8% 1.7% 12.1% 5.8% 91.9% 2.3%Pulte Homes, Inc. Board- Establish Committee on Mortgage Lending Operations IBEW 3.2% 68.6% 3.0% 11.0% 4.3% 91.7% 4.0%Pulte Homes, Inc. Board- Majority Vote to Elect Directors* Sheet Metal Workers 33.1% 39.1% 2.7% 11.0% 44.2% 52.2% 3.6%Pulte Homes, Inc. Executive Compensation- Advisory Vote on Executive Compensation AFL-CIO 22.4% 47.4% 5.0% 11.0% 29.9% 63.4% 6.7%Pulte Homes, Inc. Executive Compensation- Award Performance Based Stock Options Laborers 31.9% 40.2% 2.7% 11.0% 42.6% 53.8% 3.6%Pulte Homes, Inc. Repeal Classified Board Trowel Trades S&P Index Fund 47.0% 25.1% 2.7% 11.0% 62.9% 33.5% 3.6%Questar Corporation Repeal Classified Board Individual- Armstrong, G. 63.7% 4.6% 2.6% 16.1% 89.9% 6.5% 3.7%Qwest Communications Intl. Inc. Board- Independent Board Chairman/Separate Chair-CEO Individual- Armstrong, G. 12.9% 69.4% 0.9% 8.6% 15.5% 83.4% 1.1%Qwest Communications Intl. Inc. Executive Compensation- Approve/Vote on Future Golden Parachutes Individual- Floyd, H. 44.7% 37.7% 0.8% 8.6% 53.7% 45.3% 1.0%RR Donnelley & Sons Company Shareholder Right to Call Special Meeting Individual- Steiner, W. 35.4% 47.6% 1.7% 6.1% 41.8% 56.2% 2.0%RadioShack Corporation Board- Majority Vote to Elect Directors UBCJA 75.2% 3.1% 2.9% 0.0% 92.6% 3.8% 3.6%Rayonier Inc. Repeal Classified Board Individual- Armstrong, G. 38.4% 20.6% 0.4% 20.5% 64.7% 34.6% 0.7%Raytheon Company Executive Compensation- Advisory Vote on Executive Compensation AFSCME 34.0% 41.4% 7.4% 8.7% 41.1% 50.0% 8.9%Raytheon Company Executive Comp.- Approve, Disclose or Limit Supplemental Retirement Plans AFL-CIO 33.0% 48.5% 1.3% 8.7% 39.8% 58.6% 1.6%Safeway Inc. Board- Establish Policy Regarding Use of Rule 10b-5 Trading Plans AFSCME 21.7% 58.7% 1.1% 5.8% 26.6% 72.1% 1.3%Safeway Inc. Cumulative Voting Individual- Davis, E. 26.2% 54.3% 0.9% 5.8% 32.2% 66.7% 1.1%Saks Incorporated Cumulative Voting Individual- Davis, E. 27.4% 44.9% 0.0% 15.1% 37.9% 62.1% 0.1%SanDisk Corporation Board- Majority Vote to Elect Directors UBCJA 45.4% 13.9% 0.8% 23.8% 75.5% 23.2% 1.4%Sears Holdings Corporation Board- Majority Vote-Shareholder Committee IBEW 1.8% 81.6% 0.7% 8.8% 2.2% 97.1% 0.8%Sempra Energy Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, R. 28.0% 41.1% 3.9% 10.8% 38.4% 56.3% 5.3%Sherwin-Williams Company Board- Majority Vote to Elect Directors* UBCJA 26.9% 49.3% 2.0% 11.2% 34.4% 63.1% 2.5%Sierra Pacific Resources Repeal Classified Board Individual- Armstrong, G. 57.5% 5.4% 0.1% 20.4% 91.2% 8.6% 0.2%Simon Property Group, Inc. Executive Compensation- Link Pay to Social Criteria Laborers 26.7% 42.4% 1.8% 7.5% 37.6% 59.8% 2.5%South Financial Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation Firefighters’ Pension Syst. Kansas City 41.6% 38.6% 3.2% 9.7% 49.9% 46.3% 3.8%South Jersey Industries, Inc. Repeal Classified Board Individual- Armstrong, G. 44.6% 29.6% 2.3% 13.7% 58.3% 38.7% 3.0%Southwest Airlines Co. Board- Increase Compensation Committee Independence New York City Pension Funds 28.0% 52.3% 1.1% 10.8% 34.4% 64.3% 1.4%Southwest Airlines Co. Board- Majority Vote to Elect Directors Individual- Chevedden, J. 55.4% 25.1% 1.1% 10.8% 67.9% 30.7% 1.3%Spectrum Brands, Inc. Repeal Classified Board New York City Pension Funds N/A N/A N/A N/A N/A N/A N/ASprint Nextel Corporation Shareholder Right to Call Special Meeting Individual- Steiner, K. 32.3% 48.1% 0.8% 7.8% 39.8% 59.2% 1.0%Standard Pacific Corp. Repeal Classified Board CalPERS 39.6% 14.4% 1.1% 26.6% 71.8% 26.2% 2.1%Stanley Works Repeal Classified Board AFL-CIO 62.3% 17.9% 1.7% 7.8% 76.1% 21.9% 2.0%Staples, Inc. Shareholder Right to Call Special Meeting Individual- Steiner, K. 54.1% 26.1% 0.9% 8.6% 66.7% 32.2% 1.1%State Street Corporation Auditors- Limit Non-Audit Fees Individual- Jorstad, P. 2.9% 70.4% 0.6% 8.2% 4.0% 95.2% 0.8%Superior Industries International, Inc. Board- Majority Vote to Elect Directors* New York City Pension Funds 29.0% 48.0% 2.1% 10.8% 36.6% 60.7% 2.7%SUPERVALU INC. Repeal Classified Board Individual- Armstrong, G. 72.2% 10.7% 1.1% 7.2% 85.9% 12.8% 1.3%Tech Data Corporation Executive Compensation- Advisory Vote on Executive Compensation CalPERS 52.8% 32.6% 0.9% 5.1% 61.1% 37.8% 1.1%Tenet Healthcare Corporation Executive Compensation- Advisory Vote on Executive Compensation LongView 21.4% 38.5% 15.9% 15.0% 28.2% 50.9% 21.0%Tenet Healthcare Corporation Executive Compensation- Link Pay to Performance New York City Pension Funds 11.8% 63.0% 1.0% 15.0% 15.5% 83.2% 1.3%Texas Instruments Incorporated Board- Establish Outside Director Qualifications Not Disclosed 1.7% 68.6% 1.0% 15.3% 2.4% 96.2% 1.4%Textron Inc. Executive Compensation- Establish Anti Gross-Up Policy AFSCME 34.8% 42.5% 1.4% 11.1% 44.2% 54.0% 1.8%Time Warner Inc. Board- Independent Board Chairman/Separate Chair-CEO CBIS 33.9% 43.3% 1.5% 10.7% 43.1% 55.0% 2.0%Timken Company Repeal Classified Board Individual- Armstrong, G. 54.2% 36.1% 0.6% 4.8% 59.7% 39.7% 0.6%TJX Companies, Inc. Board- Majority Vote to Elect Directors* UBCJA 42.5% 41.2% 0.9% 6.0% 50.2% 48.8% 1.0%Torchmark Corporation Executive Compensation- Link Pay to Performance Sheet Metal Workers 19.5% 51.7% 1.6% 7.7% 26.7% 71.1% 2.2%U.S. Bancorp Board- Independent Board Chairman/Separate Chair-CEO Individual- Armstrong, G. 12.7% 58.3% 1.4% 15.9% 17.5% 80.6% 1.9%U.S. Bancorp Executive Compensation- Advisory Vote on Executive Compensation AFSCME 24.7% 45.1% 2.6% 15.9% 34.1% 62.3% 3.6%UMB Financial Corporation Repeal Classified Board Individual- Armstrong, G. 42.3% 43.2% 0.4% 6.6% 49.3% 50.2% 0.5%UnitedHealth Group Incorporated Executive Compensation- Advisory Vote on Executive Compensation Walden Asset Management 31.9% 43.6% 3.3% 8.0% 40.5% 55.3% 4.2%UnitedHealth Group Incorporated Executive Compensation- Performance-Vesting Stock-Based Pay AFSCME 27.3% 49.8% 1.8% 8.0% 34.6% 63.1% 2.2%UST Inc. Shareholder Right to Call Special Meeting Individual- Rossi Family 37.8% 35.3% 0.9% 11.6% 51.1% 47.7% 1.3%Valero Energy Corporation Executive Compensation- Advisory Vote on Executive Compensation Unitarian Universalist Association 31.5% 27.2% 15.6% 14.1% 42.4% 36.6% 21.0%Valero Energy Corporation Executive Compensation- Establish Buyback Holding Period Policy AFSCME 4.1% 69.4% 0.9% 14.1% 5.5% 93.3% 1.2%Verizon Communications Inc. Board- Independent Board Chairman/Separate Chair-CEO Association of BellTel Retirees 14.1% 56.5% 1.6% 13.5% 19.5% 78.3% 2.2%Verizon Communications Inc. Executive Compensation- Abolish Stock Options Individual- Davis, E. 6.0% 64.3% 1.8% 13.5% 8.3% 89.2% 2.5%Vornado Realty Trust Board- Majority Vote to Elect Directors UBCJA 48.9% 26.5% 0.6% 9.5% 64.4% 34.8% 0.8%

> 28





Wachovia Corporation Board- Double Board Nominees Individual- Dee, R. 3.9% 63.4% 1.5% 17.5% 5.7% 92.2% 2.1%Wachovia Corporation Executive Compensation- Advisory Vote on Executive Compensation AFSCME 20.0% 44.6% 4.2% 17.5% 29.1% 64.8% 6.1%Waddell & Reed Financial, Inc. Executive Compensation- Advisory Vote on Executive Compensation Boston Common Asset Management 42.8% 43.6% 1.5% 6.1% 48.7% 49.6% 1.7%Walgreen Co. Board- Independent Board Chairman/Separate Chair-CEO Laborers 24.0% 44.0% 1.3% 21.5% 34.7% 63.5% 1.8%Walgreen Co. Poison Pill- Redeem or Vote On IBEW 22.3% 45.7% 1.3% 21.4% 32.2% 65.9% 1.9%Wal-Mart Stores, Inc. Board- Establish Committee on Human Rights Harrington Investments 1.7% 79.6% 4.9% 6.8% 2.0% 92.3% 5.6%Wal-Mart Stores, Inc. Executive Compensation- Advisory Vote on Executive Compensation LongView 14.4% 69.4% 2.4% 6.8% 16.7% 80.5% 2.8%Wal-Mart Stores, Inc. Executive Compensation- Link Pay to Performance Laborers 10.9% 74.4% 0.9% 6.8% 12.7% 86.3% 1.0%Wal-Mart Stores, Inc. Executive Compensation- Recoup Bonuses if Restatement AFL-CIO 4.7% 79.9% 1.6% 6.8% 5.4% 92.7% 1.9%Wal-Mart Stores, Inc. Shareholder Right to Call Special Meeting Individual- Steiner, W. 13.0% 71.8% 1.5% 6.8% 15.1% 83.2% 1.7%Washington Mutual, Inc. Board- Independent Board Chairman/Separate Chair-CEO SEIU 30.8% 28.4% 0.8% 20.4% 51.3% 47.3% 1.4%Washington Mutual, Inc. Board- Majority Vote to Elect Directors* IBEW 25.1% 34.0% 0.9% 20.4% 41.8% 56.6% 1.5%WellPoint, Inc. Executive Compensation- Advisory Vote on Executive Compensation Connecticut Retirement Plans 30.6% 36.3% 2.9% 7.4% 43.8% 52.1% 4.1%Wells Fargo & Company Board- Independent Board Chairman/Separate Chair-CEO SEIU 21.2% 53.6% 2.1% 10.6% 27.6% 69.8% 2.7%Wells Fargo & Company Executive Compensation- Advisory Vote on Executive Compensation Walden Asset Management 22.1% 51.6% 3.2% 10.6% 28.7% 67.1% 4.1%Wells Fargo & Company Executive Compensation- Link Pay to Performance UBCJA 17.8% 57.0% 2.1% 10.6% 23.1% 74.2% 2.7%Weyerhaeuser Company Board- Independent Board Chairman/Separate Chair-CEO Laborers 32.9% 46.8% 0.9% 8.6% 40.8% 58.1% 1.1%WGL Holdings, Inc. Cumulative Voting Individual- Davis, E. 26.4% 31.3% 0.6% 24.1% 45.2% 53.8% 1.0%Whirlpool Corporation Repeal Classified Board Individual- Rossi Family 68.0% 10.8% 0.8% 9.3% 85.4% 13.6% 1.0%Whirlpool Corporation Supermajority Provisions- Eliminate or Reduce Individual- Chevedden, J. 62.8% 16.0% 0.9% 9.3% 78.8% 20.1% 1.1%Whole Foods Market, Inc. Board- Independent Board Chairman/Separate Chair-CEO GBPUMC 16.3% 43.8% 1.0% 23.5% 26.7% 71.6% 1.6%Whole Foods Market, Inc. Board- Majority Vote to Elect Directors* Individual- McRitchie, J. 7.3% 52.7% 1.1% 23.5% 12.0% 86.3% 1.7%Wilshire Bancorp, Inc. Repeal Classified Board Individual- Armstrong, G. 31.0% 40.8% 0.4% 17.8% 43.0% 56.6% 0.5%Windstream Corporation Executive Compensation- Advisory Vote on Executive Compensation IBEW 30.8% 43.1% 1.9% 15.4% 40.6% 56.9% 2.5%Wyeth Executive Compensation- Recoup Bonuses if Restatement Individual- Steiner, K. 7.2% 67.9% 1.2% 10.0% 9.4% 89.1% 1.5%Xcel Energy Inc. Board- Independent Board Chairman/Separate Chair-CEO Individual- Armstrong, G. 12.3% 51.9% 1.6% 19.3% 18.7% 78.8% 2.5%XTO Energy Inc. Repeal Classified Board Individual- Armstrong, G. 67.0% 15.4% 1.1% 8.6% 80.3% 18.4% 1.3%YUM! Brands, Inc. Executive Compensation- Advisory Vote on Executive Compensation Home Missioners of America 30.0% 43.7% 2.4% 11.9% 39.4% 57.4% 3.1%Zions Bancorporation Repeal Classified Board Individual- Armstrong, G. 45.5% 5.6% 3.0% 21.8% 84.2% 10.3% 5.5%

* Issuer has implemented a form of majority voting.

> 29

fIGURE 15> Voting results (sorted by Proposal), 2008




Citigroup Inc. Adopt Employment Principles for Executive Officers AFL-CIO 20.9% 37.1% 6.1% 20.0% 32.6% 57.9% 9.6%NYSE Euronext Allow for Issuance of Physical Stock Certificates Individual- Davis, E. 6.4% 41.1% 2.4% 19.8% 12.8% 82.5% 4.8%Eli Lilly and Company Allow Shareholders to Amend Bylaws CalPERS 40.6% 41.7% 1.0% 7.9% 48.7% 50.1% 1.2%Apache Corporation Allow Shareholders to Recover Proxy Contest Costs AFSCME 10.5% 62.6% 5.2% 10.9% 13.4% 79.9% 6.7%State Street Corporation Auditors- Limit Non-Audit Fees Individual- Jorstad, P. 2.9% 70.4% 0.6% 8.2% 4.0% 95.2% 0.8%Charles Schwab Corporation Ban Precatory Shareholder Resolutions Action Fund Management 2.4% 76.4% 1.6% 10.5% 3.0% 94.9% 2.1%ExxonMobil Corporation Ban Precatory Shareholder Resolutions Action Fund Management 1.8% 61.8% 2.9% 17.6% 2.7% 93.0% 4.3%Citigroup Inc. Board- Double Board Nominees Individual- Dee, R. 3.2% 55.1% 5.7% 20.0% 5.1% 86.0% 9.0%Comcast Corporation Board- Double Board Nominees Individual- Dee, R. 2.3% 78.0% 1.9% 7.1% 2.8% 94.9% 2.3%JPMorgan Chase & Co. Board- Double Board Nominees Individual- Dee, R. 2.0% 68.8% 4.7% 12.4% 2.6% 91.2% 6.2%Public Service Enterprise Group Inc. Board- Double Board Nominees Individual- Dal Pan-Dias, M. 3.6% 71.6% 1.8% 12.1% 4.7% 93.0% 2.3%Wachovia Corporation Board- Double Board Nominees Individual- Dee, R. 3.9% 63.4% 1.5% 17.5% 5.7% 92.2% 2.1%Bank of America Corporation Board- Establish Committee on Human Rights Harrington Investments 3.6% 55.7% 8.8% 18.8% 5.3% 81.8% 12.9%Coca-Cola Company Board- Establish Committee on Human Rights Individual- Wardlaw III, W. 2.5% 64.5% 7.8% 13.1% 3.3% 86.2% 10.5%Google Inc. Board- Establish Committee on Human Rights Harrington Investments 0.8% 53.5% 31.2% 3.9% 0.9% 62.6% 36.5%Halliburton Company Board- Establish Committee on Human Rights Harrington Investments 3.9% 56.6% 9.3% 14.9% 5.6% 81.1% 13.3%Hershey Company Board- Establish Committee on Human Rights Harrington Investments 0.7% 89.6% 2.4% 4.7% 0.8% 96.7% 2.5%International Business Machines Corp. Board- Establish Committee on Human Rights Harrington Investments 3.5% 55.8% 8.8% 15.6% 5.1% 81.9% 13.0%Wal-Mart Stores, Inc. Board- Establish Committee on Human Rights Harrington Investments 1.7% 79.6% 4.9% 6.8% 2.0% 92.3% 5.6%Lennar Corporation Board- Establish Committee on Mortgage Lending Operations LongView 0.6% 86.2% 0.3% 7.0% 0.7% 99.0% 0.3%M.D.C. Holdings, Inc. Board- Establish Committee on Mortgage Lending Operations LongView 2.4% 74.3% 0.1% 11.7% 3.2% 96.6% 0.2%Pulte Homes, Inc. Board- Establish Committee on Mortgage Lending Operations IBEW 3.2% 68.6% 3.0% 11.0% 4.3% 91.7% 4.0%Apple Inc. Board- Establish Committee on Sustainability Harrington Investments 3.7% 44.6% 12.9% 21.7% 6.1% 72.8% 21.1%Intel Corporation Board- Establish Committee on Sustainability Harrington Investments 2.8% 55.0% 7.8% 21.6% 4.2% 83.9% 11.9%Kimberly-Clark Corporation Board- Establish Committee on Sustainability Individual- Haible, P. 3.4% 67.1% 9.6% 10.5% 4.3% 83.7% 12.0%ExxonMobil Corporation Board- Establish Outside Director Qualifications Individual- Kay, S. 2.2% 62.3% 1.9% 17.6% 3.3% 93.8% 2.8%Kimberly-Clark Corporation Board- Establish Outside Director Qualifications Individual- Kay, S. 1.8% 77.1% 1.2% 10.5% 2.2% 96.2% 1.5%Public Service Enterprise Group Inc. Board- Establish Outside Director Qualifications Individual- Dal Pan, Je. 3.1% 72.0% 1.9% 12.1% 4.0% 93.5% 2.5%Texas Instruments Incorporated Board- Establish Outside Director Qualifications Not Disclosed 1.7% 68.6% 1.0% 15.3% 2.4% 96.2% 1.4%Safeway Inc. Board- Establish Policy Regarding Use of Rule 10b-5 Trading Plans AFSCME 21.7% 58.7% 1.1% 5.8% 26.6% 72.1% 1.3%Biogen Idec Inc. Board- Fix or Change Board Size Icahn Entities 18.4% 56.7% 1.0% 0.0% 24.2% 74.5% 1.3%Clear Channel Communications, Inc. Board- Increase Compensation Committee Independence New York City Pension Funds N/A N/A N/A N/A N/A N/A N/ASouthwest Airlines Co. Board- Increase Compensation Committee Independence New York City Pension Funds 28.0% 52.3% 1.1% 10.8% 34.4% 64.3% 1.4%Avista Corp. Board- Independent Board Chairman/Separate Chair-CEO Individual- Osborn, J. 27.0% 50.0% 12.6% 0.0% 30.1% 55.8% 14.1%Borders Group, Inc. Board- Independent Board Chairman/Separate Chair-CEO Individual- Chevedden, J. 12.2% 54.2% 0.1% 15.7% 18.3% 81.5% 0.2%Chevron Corporation Board- Independent Board Chairman/Separate Chair-CEO AFL-CIO 10.3% 59.9% 1.7% 16.1% 14.4% 83.3% 2.3%Citigroup Inc. Board- Independent Board Chairman/Separate Chair-CEO Individual- Chevedden, R. 11.1% 49.4% 3.5% 20.0% 17.3% 77.2% 5.5%Coca-Cola Company Board- Independent Board Chairman/Separate Chair-CEO Teamsters 20.7% 53.0% 1.1% 13.1% 27.6% 70.9% 1.4%E. I. du Pont de Nemours and Company Board- Independent Board Chairman/Separate Chair-CEO Individual- Phippen, C. 26.4% 43.6% 1.6% 13.4% 36.9% 60.8% 2.3%ExxonMobil Corporation Board- Independent Board Chairman/Separate Chair-CEO RAM Trust 25.5% 39.0% 1.8% 17.6% 38.4% 58.8% 2.8%General Electric Company Board- Independent Board Chairman/Separate Chair-CEO Individual- Quirini, H. 20.8% 45.1% 1.2% 17.6% 31.0% 67.2% 1.8%Monsanto Company Board- Independent Board Chairman/Separate Chair-CEO GBPUMC 11.9% 70.0% 0.8% 8.0% 14.4% 84.6% 1.0%Newmont Mining Corporation Board- Independent Board Chairman/Separate Chair-CEO Individual- Rossi Family 18.7% 51.3% 1.1% 12.1% 26.3% 72.2% 1.5%Pfizer Inc. Board- Independent Board Chairman/Separate Chair-CEO Individual- Rossi Family 29.0% 38.8% 1.2% 16.3% 42.0% 56.3% 1.7%Qwest Communications Intl. Inc. Board- Independent Board Chairman/Separate Chair-CEO Individual- Armstrong, G. 12.9% 69.4% 0.9% 8.6% 15.5% 83.4% 1.1%Time Warner Inc. Board- Independent Board Chairman/Separate Chair-CEO CBIS 33.9% 43.3% 1.5% 10.7% 43.1% 55.0% 2.0%U.S. Bancorp Board- Independent Board Chairman/Separate Chair-CEO Individual- Armstrong, G. 12.7% 58.3% 1.4% 15.9% 17.5% 80.6% 1.9%Verizon Communications Inc. Board- Independent Board Chairman/Separate Chair-CEO Association of BellTel Retirees 14.1% 56.5% 1.6% 13.5% 19.5% 78.3% 2.2%Walgreen Co. Board- Independent Board Chairman/Separate Chair-CEO Laborers 24.0% 44.0% 1.3% 21.5% 34.7% 63.5% 1.8%Washington Mutual, Inc. Board- Independent Board Chairman/Separate Chair-CEO SEIU 30.8% 28.4% 0.8% 20.4% 51.3% 47.3% 1.4%Wells Fargo & Company Board- Independent Board Chairman/Separate Chair-CEO SEIU 21.2% 53.6% 2.1% 10.6% 27.6% 69.8% 2.7%Weyerhaeuser Company Board- Independent Board Chairman/Separate Chair-CEO Laborers 32.9% 46.8% 0.9% 8.6% 40.8% 58.1% 1.1%Whole Foods Market, Inc. Board- Independent Board Chairman/Separate Chair-CEO GBPUMC 16.3% 43.8% 1.0% 23.5% 26.7% 71.6% 1.6%Xcel Energy Inc. Board- Independent Board Chairman/Separate Chair-CEO Individual- Armstrong, G. 12.3% 51.9% 1.6% 19.3% 18.7% 78.8% 2.5%AT&T Inc. Board- Independent Lead Director Individual- Rossi Family 26.6% 40.9% 2.1% 8.1% 38.2% 58.8% 3.0%Boeing Company Board- Independent Lead Director Individual- Finnegan, T. 27.1% 43.7% 2.3% 15.4% 37.1% 59.8% 3.1%Merck & Co., Inc. Board- Independent Lead Director Individual- Steiner, K. 29.6% 38.5% 1.5% 12.5% 42.5% 55.3% 2.2%PG&E Corporation Board- Independent Lead Director Individual- Rossi Family 16.1% 47.9% 2.3% 10.5% 24.2% 72.3% 3.5%General Electric Company Board- Limit Number of Directorships Individual- Steiner, W. 22.4% 42.9% 1.8% 17.6% 33.4% 63.9% 2.7%Allegheny Technologies Inc. Board- Majority Vote to Elect Directors UBCJA 36.8% 40.1% 1.2% 8.2% 47.1% 51.4% 1.5%Equifax Inc. Board- Majority Vote to Elect Directors UBCJA 51.4% 30.7% 1.2% 8.6% 61.7% 36.9% 1.4%FirstEnergy Corp. Board- Majority Vote to Elect Directors UBCJA 54.0% 21.4% 1.6% 8.6% 70.1% 27.8% 2.1%

> 30





Invacare Corporation Board- Majority Vote to Elect Directors LongView 49.3% 41.0% 0.2% 4.9% 54.4% 45.3% 0.3%PACCAR Inc Board- Majority Vote to Elect Directors UBCJA 34.4% 49.7% 1.0% 7.1% 40.4% 58.5% 1.1%RadioShack Corporation Board- Majority Vote to Elect Directors UBCJA 75.2% 3.1% 2.9% 0.0% 92.6% 3.8% 3.6%SanDisk Corporation Board- Majority Vote to Elect Directors UBCJA 45.4% 13.9% 0.8% 23.8% 75.5% 23.2% 1.4%Southwest Airlines Co. Board- Majority Vote to Elect Directors Individual- Chevedden, J. 55.4% 25.1% 1.1% 10.8% 67.9% 30.7% 1.3%Vornado Realty Trust Board- Majority Vote to Elect Directors UBCJA 48.9% 26.5% 0.6% 9.5% 64.4% 34.8% 0.8%Ashland Inc. Board- Majority Vote to Elect Directors* Laborers 52.1% 29.8% 1.5% 7.2% 62.5% 35.7% 1.8%Caterpillar Inc. Board- Majority Vote to Elect Directors* UBCJA 30.4% 39.4% 2.2% 16.3% 42.2% 54.7% 3.1%Convergys Corporation Board- Majority Vote to Elect Directors* UBCJA 29.3% 19.5% 2.7% 12.5% 57.0% 37.9% 5.2%Eastman Kodak Company Board- Majority Vote to Elect Directors* United Association S&P 500 Index Fund 45.7% 28.4% 2.0% 10.0% 60.1% 37.3% 2.6%Kellogg Company Board- Majority Vote to Elect Directors* Sheet Metal Workers 22.5% 59.5% 0.8% 7.7% 27.2% 71.9% 1.0%Kohl’s Corporation Board- Majority Vote to Elect Directors* UBCJA 38.7% 44.7% 0.9% 6.1% 45.9% 53.1% 1.0%Marshall & Ilsley Corporation Board- Majority Vote to Elect Directors* United Association S&P 500 Index Fund 25.0% 43.3% 1.8% 13.8% 35.6% 61.7% 2.6%Newmont Mining Corporation Board- Majority Vote to Elect Directors* UBCJA 32.2% 37.7% 1.1% 12.1% 45.4% 53.1% 1.5%Nucor Corporation Board- Majority Vote to Elect Directors* UBCJA 35.7% 40.9% 1.0% 9.5% 46.0% 52.7% 1.3%Pulte Homes, Inc. Board- Majority Vote to Elect Directors* Sheet Metal Workers 33.1% 39.1% 2.7% 11.0% 44.2% 52.2% 3.6%Sherwin-Williams Company Board- Majority Vote to Elect Directors* UBCJA 26.9% 49.3% 2.0% 11.2% 34.4% 63.1% 2.5%Superior Industries International, Inc. Board- Majority Vote to Elect Directors* New York City Pension Funds 29.0% 48.0% 2.1% 10.8% 36.6% 60.7% 2.7%TJX Companies, Inc. Board- Majority Vote to Elect Directors* UBCJA 42.5% 41.2% 0.9% 6.0% 50.2% 48.8% 1.0%Washington Mutual, Inc. Board- Majority Vote to Elect Directors* IBEW 25.1% 34.0% 0.9% 20.4% 41.8% 56.6% 1.5%Whole Foods Market, Inc. Board- Majority Vote to Elect Directors* Individual- McRitchie, J. 7.3% 52.7% 1.1% 23.5% 12.0% 86.3% 1.7%Clear Channel Communications, Inc. Board- Majority Vote-Shareholder Committee Not Disclosed N/A N/A N/A N/A N/A N/A N/AFirstEnergy Corp. Board- Majority Vote-Shareholder Committee IBEW 31.5% 43.1% 2.4% 8.6% 40.9% 56.0% 3.1%HCC Insurance Holdings, Inc. Board- Majority Vote-Shareholder Committee New York City Pension Funds 17.4% 66.4% 0.2% 5.6% 20.8% 79.0% 0.3%Sears Holdings Corporation Board- Majority Vote-Shareholder Committee IBEW 1.8% 81.6% 0.7% 8.8% 2.2% 97.1% 0.8%Aetna Inc. Board- Nominate Non-Executive Retiree Aetna Retirees Association 5.3% 77.0% 1.3% 6.0% 6.3% 92.1% 1.6%Bank of America Corporation Board- Redefine “Independent” Board Chairman SEIU 25.1% 41.5% 1.5% 18.8% 36.8% 61.0% 2.2%JPMorgan Chase & Co. Board- Redefine “Independent” Board Chairman Center for Community Change 11.2% 62.7% 1.5% 12.4% 14.9% 83.2% 1.9%Danaher Corporation Board- Restrictions on Executive Employment Agreements AFL-CIO 20.3% 54.7% 6.4% 6.9% 24.9% 67.3% 7.8%Merrill Lynch & Co., Inc. Board- Restrictions on Executive Employment Agreements AFL-CIO 21.2% 45.4% 3.9% 14.5% 30.1% 64.3% 5.6%Aetna Inc. Cumulative Voting Individual- Davis, E. 35.9% 46.5% 1.1% 6.0% 43.0% 55.7% 1.3%Alaska Air Group, Inc. Cumulative Voting Individual- Dayton, T. 35.2% 33.2% 0.3% 11.7% 51.2% 48.3% 0.5%Allstate Corporation Cumulative Voting Individual- Rossi Family 23.6% 50.5% 1.4% 10.9% 31.2% 66.9% 1.8%Altria Group, Inc. Cumulative Voting Individual- Rossi Family 25.5% 42.9% 19.1% 0.0% 29.1% 49.0% 21.8%American Express Company Cumulative Voting Individual- Davis, E. 18.4% 53.6% 1.3% 13.0% 25.1% 73.1% 1.8%Bank of America Corporation Cumulative Voting Individual- Rossi Family 24.4% 42.1% 1.5% 18.8% 35.9% 61.9% 2.1%Bank of New York Mellon Corp. Cumulative Voting Individual- Davis, E. 27.8% 45.4% 1.1% 10.7% 37.4% 61.1% 1.5%Becton, Dickinson and Company Cumulative Voting Individual- Davis, E. 29.2% 52.4% 0.9% 8.3% 35.4% 63.5% 1.1%Comcast Corporation Cumulative Voting Teamsters 23.8% 57.6% 0.7% 7.1% 29.0% 70.1% 0.9%Fed. Ntl. Mortgage Assoc. (Fannie Mae) Cumulative Voting Individual- Davis, E. 36.1% 43.6% 0.8% 8.8% 44.8% 54.2% 1.0%General Electric Company Cumulative Voting Individual- Davis, E. 23.2% 42.7% 1.2% 17.6% 34.6% 63.6% 1.9%General Motors Corporation Cumulative Voting Individual- Chevedden, R. 34.3% 30.3% 2.8% 15.2% 50.9% 45.0% 4.1%International Business Machines Corp. Cumulative Voting Individual- Davis, E. 25.3% 41.1% 1.7% 15.6% 37.1% 60.4% 2.5%Kimberly-Clark Corporation Cumulative Voting Individual- Filiberto, M. 33.0% 46.1% 1.0% 10.5% 41.2% 57.5% 1.3%Loews Corporation Cumulative Voting Individual- Davis, E. 22.4% 60.8% 0.8% 6.8% 26.7% 72.4% 0.9%Merrill Lynch & Co., Inc. Cumulative Voting Individual- Davis, E. 19.5% 50.1% 1.0% 14.5% 27.6% 71.0% 1.4%Safeway Inc. Cumulative Voting Individual- Davis, E. 26.2% 54.3% 0.9% 5.8% 32.2% 66.7% 1.1%Saks Incorporated Cumulative Voting Individual- Davis, E. 27.4% 44.9% 0.0% 15.1% 37.9% 62.1% 0.1%WGL Holdings, Inc. Cumulative Voting Individual- Davis, E. 26.4% 31.3% 0.6% 24.1% 45.2% 53.8% 1.0%Comcast Corporation Eliminate Dual Class Stock CWA 24.1% 56.7% 1.3% 7.1% 29.3% 69.1% 1.6%Ford Motor Company Eliminate Dual Class Stock Individual- Chevedden, R. 20.6% 55.0% 2.3% 13.9% 26.4% 70.7% 2.9%Bank of America Corporation Executive Compensation- Abolish Stock Options Individual- Davis, E. 2.9% 63.7% 1.5% 18.8% 4.2% 93.6% 2.2%Ford Motor Company Executive Compensation- Abolish Stock Options Individual- Davis, E. 4.4% 72.5% 0.9% 13.9% 5.6% 93.2% 1.2%Goldman Sachs Group, Inc. Executive Compensation- Abolish Stock Options Individual- Davis, E. 0.9% 67.1% 2.8% 19.0% 1.3% 94.7% 4.0%Pfizer Inc. Executive Compensation- Abolish Stock Options Individual- Davis, E. 4.6% 63.1% 1.3% 16.3% 6.6% 91.4% 1.9%Verizon Communications Inc. Executive Compensation- Abolish Stock Options Individual- Davis, E. 6.0% 64.3% 1.8% 13.5% 8.3% 89.2% 2.5%Abbott Laboratories Executive Compensation- Advisory Vote on Executive Compensation Unitarian Universalist Association 27.8% 47.2% 2.7% 10.5% 35.8% 60.8% 3.4%Affiliated Computer Services, Inc. Executive Compensation- Advisory Vote on Executive Compensation AFSCME 19.4% 66.4% 4.3% 4.0% 21.5% 73.7% 4.8%Alaska Air Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation Individual- Davidge, W. 36.9% 30.2% 1.7% 11.7% 53.6% 43.9% 2.5%Allegheny Energy, Inc. Executive Compensation- Advisory Vote on Executive Compensation Individual- Whalen, R. 25.4% 37.6% 6.5% 11.0% 36.5% 54.1% 9.4%Allstate Corporation Executive Compensation- Advisory Vote on Executive Compensation AFSCME 29.7% 43.2% 2.5% 10.9% 39.4% 57.3% 3.3%Altria Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation Individual- Rossi Family 24.7% 41.9% 21.0% 0.0% 28.2% 47.8% 24.0%

> 31





Anheuser-Busch Companies, Inc. Executive Compensation- Advisory Vote on Executive Compensation Individual- Filiberto, M. 30.9% 41.5% 1.7% 13.0% 41.7% 56.0% 2.3%Apple Inc. Executive Compensation- Advisory Vote on Executive Compensation AFL-CIO 28.0% 27.2% 6.1% 21.7% 45.7% 44.4% 10.0%AT&T Inc. Executive Compensation- Advisory Vote on Executive Compensation Association of BellTel Retirees 28.7% 37.0% 3.9% 8.1% 41.2% 53.1% 5.6%AutoNation, Inc. Executive Compensation- Advisory Vote on Executive Compensation IBEW 16.9% 67.0% 0.7% 7.0% 19.9% 79.2% 0.9%Bank of America Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Steiner, K. 28.6% 35.0% 4.5% 18.8% 42.0% 51.5% 6.6%Bank of New York Mellon Corp. Executive Compensation- Advisory Vote on Executive Compensation AFSCME 32.1% 37.3% 4.9% 10.7% 43.1% 50.2% 6.6%Boeing Company Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, R. 32.1% 36.6% 4.4% 15.4% 43.9% 50.1% 6.0%Burlington Northern Santa Fe Corp. Executive Compensation- Advisory Vote on Executive Compensation Individual- Rossi Family 24.0% 47.6% 3.0% 10.7% 32.1% 63.8% 4.0%Capital One Financial Corp. Executive Compensation- Advisory Vote on Executive Compensation Marianists 24.8% 46.8% 3.0% 11.0% 33.3% 62.7% 4.0%CenturyTel, Inc. Executive Compensation- Advisory Vote on Executive Compensation CWA 40.5% 45.4% 2.0% 5.3% 46.1% 51.7% 2.3%Citigroup Inc. Executive Compensation- Advisory Vote on Executive Compensation AFSCME 24.4% 33.8% 5.9% 20.0% 38.0% 52.8% 9.2%Citizens Communications Company Executive Compensation- Advisory Vote on Executive Compensation CWA 27.4% 31.6% 2.7% 25.6% 44.5% 51.2% 4.4%Clear Channel Communications, Inc. Executive Compensation- Advisory Vote on Executive Compensation AFSCME N/A N/A N/A N/A N/A N/A N/ACoca-Cola Company Executive Compensation- Advisory Vote on Executive Compensation Benedictine Sisters 22.6% 48.9% 3.2% 13.1% 30.3% 65.4% 4.3%Comcast Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Sponcer, J. 16.5% 63.6% 2.0% 7.1% 20.1% 77.4% 2.5%ConocoPhillips Executive Compensation- Advisory Vote on Executive Compensation AFSCME 29.6% 41.8% 3.9% 12.6% 39.3% 55.5% 5.2%E. I. du Pont de Nemours and Company Executive Compensation- Advisory Vote on Executive Compensation Great Neck Capital 30.6% 38.3% 2.9% 13.4% 42.6% 53.4% 4.0%Edison International Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, J. 35.1% 39.0% 3.6% 10.2% 45.2% 50.2% 4.6%Electronic Data Systems Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, J. 33.6% 45.9% 1.7% 7.2% 41.4% 56.5% 2.2%Embarq Corporation Executive Compensation- Advisory Vote on Executive Compensation CWA 32.0% 47.4% 2.8% 8.3% 38.9% 57.7% 3.4%Entergy Corporation Executive Compensation- Advisory Vote on Executive Compensation UWA 30.1% 42.1% 7.0% 7.0% 38.0% 53.2% 8.8%ExxonMobil Corporation Executive Compensation- Advisory Vote on Executive Compensation Needmor Fund 25.5% 37.2% 3.7% 17.6% 38.4% 55.9% 5.6%General Electric Company Executive Compensation- Advisory Vote on Executive Compensation Walden Asset Management 24.7% 39.9% 2.5% 17.6% 36.8% 59.5% 3.7%General Motors Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, J. 21.5% 42.9% 3.0% 15.2% 31.9% 63.6% 4.4%Goldman Sachs Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation Walden Asset Management 30.3% 36.3% 4.4% 19.0% 42.7% 51.1% 6.1%Hain Celestial Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation NorthStar Asset Management 33.1% 39.5% 7.7% 12.6% 41.2% 49.2% 9.6%Home Depot, Inc. Executive Compensation- Advisory Vote on Executive Compensation New York City Pension Funds 26.0% 35.7% 4.0% 21.1% 39.6% 54.4% 6.1%Ingersoll-Rand Company Limited Executive Compensation- Advisory Vote on Executive Compensation AFSCME 40.6% 34.5% 4.9% 9.5% 50.7% 43.2% 6.2%International Business Machines Corp. Executive Compensation- Advisory Vote on Executive Compensation Boston Common Asset Management 28.2% 36.8% 3.2% 15.6% 41.3% 54.0% 4.7%Interpublic Group of Companies, Inc. Executive Compensation- Advisory Vote on Executive Compensation CalPERS 27.8% 52.9% 3.0% 5.7% 33.2% 63.2% 3.6%Johnson & Johnson Executive Compensation- Advisory Vote on Executive Compensation TIAA-CREF 29.7% 36.5% 3.2% 16.4% 42.8% 52.6% 4.6%Jones Apparel Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation Calvert Asset Management Co. 38.0% 50.0% 1.5% 4.7% 42.5% 55.9% 1.6%JPMorgan Chase & Co. Executive Compensation- Advisory Vote on Executive Compensation SEIU 27.6% 42.9% 4.9% 12.4% 36.6% 56.9% 6.5%Lexmark International, Inc. Executive Compensation- Advisory Vote on Executive Compensation LongView 43.0% 28.8% 1.4% 8.6% 58.7% 39.4% 1.9%Lockheed Martin Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, J. 35.3% 41.8% 7.9% 6.8% 41.5% 49.2% 9.3%Marathon Oil Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Rossi Family 31.4% 41.1% 2.8% 10.8% 41.7% 54.6% 3.8%Merck & Co., Inc. Executive Compensation- Advisory Vote on Executive Compensation AFL-CIO 30.7% 32.8% 6.1% 12.5% 44.1% 47.1% 8.8%Merrill Lynch & Co., Inc. Executive Compensation- Advisory Vote on Executive Compensation Connecticut Retirement Plans 25.4% 42.4% 2.8% 14.5% 36.0% 60.1% 3.9%Morgan Stanley Executive Compensation- Advisory Vote on Executive Compensation AFSCME 27.6% 45.3% 2.2% 13.5% 36.7% 60.4% 2.9%Motorola, Inc. Executive Compensation- Advisory Vote on Executive Compensation AFL-CIO 38.1% 32.5% 4.5% 15.1% 50.7% 43.2% 6.1%Northrop Grumman Corporation Executive Compensation- Advisory Vote on Executive Compensation SEIU 33.1% 47.3% 3.1% 7.0% 39.6% 56.7% 3.7%Occidental Petroleum Corporation Executive Compensation- Advisory Vote on Executive Compensation Needmor Fund 34.4% 43.0% 3.3% 7.4% 42.6% 53.3% 4.1%PepsiCo, Inc. Executive Compensation- Advisory Vote on Executive Compensation TIAA-CREF 28.1% 37.7% 3.2% 15.0% 40.7% 54.7% 4.6%PG&E Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, R. 34.2% 30.6% 1.5% 10.5% 51.5% 46.2% 2.3%Progress Energy, Inc. Executive Compensation- Advisory Vote on Executive Compensation IBEW 26.2% 37.1% 2.6% 18.0% 39.8% 56.3% 3.9%Pulte Homes, Inc. Executive Compensation- Advisory Vote on Executive Compensation AFL-CIO 22.4% 47.4% 5.0% 11.0% 29.9% 63.4% 6.7%Raytheon Company Executive Compensation- Advisory Vote on Executive Compensation AFSCME 34.0% 41.4% 7.4% 8.7% 41.1% 50.0% 8.9%Sempra Energy Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, R. 28.0% 41.1% 3.9% 10.8% 38.4% 56.3% 5.3%South Financial Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation Firefighters’ Pension Syst. Kansas City 41.6% 38.6% 3.2% 9.7% 49.9% 46.3% 3.8%Tech Data Corporation Executive Compensation- Advisory Vote on Executive Compensation CalPERS 52.8% 32.6% 0.9% 5.1% 61.1% 37.8% 1.1%Tenet Healthcare Corporation Executive Compensation- Advisory Vote on Executive Compensation LongView 21.4% 38.5% 15.9% 15.0% 28.2% 50.9% 21.0%U.S. Bancorp Executive Compensation- Advisory Vote on Executive Compensation AFSCME 24.7% 45.1% 2.6% 15.9% 34.1% 62.3% 3.6%UnitedHealth Group Incorporated Executive Compensation- Advisory Vote on Executive Compensation Walden Asset Management 31.9% 43.6% 3.3% 8.0% 40.5% 55.3% 4.2%Valero Energy Corporation Executive Compensation- Advisory Vote on Executive Compensation Unitarian Universalist Association 31.5% 27.2% 15.6% 14.1% 42.4% 36.6% 21.0%Wachovia Corporation Executive Compensation- Advisory Vote on Executive Compensation AFSCME 20.0% 44.6% 4.2% 17.5% 29.1% 64.8% 6.1%Waddell & Reed Financial, Inc. Executive Compensation- Advisory Vote on Executive Compensation Boston Common Asset Management 42.8% 43.6% 1.5% 6.1% 48.7% 49.6% 1.7%Wal-Mart Stores, Inc. Executive Compensation- Advisory Vote on Executive Compensation LongView 14.4% 69.4% 2.4% 6.8% 16.7% 80.5% 2.8%WellPoint, Inc. Executive Compensation- Advisory Vote on Executive Compensation Connecticut Retirement Plans 30.6% 36.3% 2.9% 7.4% 43.8% 52.1% 4.1%Wells Fargo & Company Executive Compensation- Advisory Vote on Executive Compensation Walden Asset Management 22.1% 51.6% 3.2% 10.6% 28.7% 67.1% 4.1%Windstream Corporation Executive Compensation- Advisory Vote on Executive Compensation IBEW 30.8% 43.1% 1.9% 15.4% 40.6% 56.9% 2.5%YUM! Brands, Inc. Executive Compensation- Advisory Vote on Executive Compensation Home Missioners of America 30.0% 43.7% 2.4% 11.9% 39.4% 57.4% 3.1%AT&T Inc. Executive Comp.- Approve, Disclose or Limit Supplemental Retirement Plans UBCJA 24.0% 43.0% 2.6% 8.1% 34.5% 61.8% 3.7%

> 32





Black & Decker Corporation Executive Comp.- Approve, Disclose or Limit Supplemental Retirement Plans UBCJA 31.6% 39.1% 10.3% 8.7% 39.0% 48.3% 12.8%Raytheon Company Executive Comp.- Approve, Disclose or Limit Supplemental Retirement Plans AFL-CIO 33.0% 48.5% 1.3% 8.7% 39.8% 58.6% 1.6%Boeing Company Executive Compensation- Approve/Vote on Future Golden Parachutes National Legal and Policy Center 26.3% 42.8% 3.9% 15.4% 36.0% 58.6% 5.4%Coca-Cola Enterprises Inc. Executive Compensation- Approve/Vote on Future Golden Parachutes Teamsters 30.0% 61.8% 0.5% 2.4% 32.5% 66.9% 0.5%Federal Signal Corporation Executive Compensation- Approve/Vote on Future Golden Parachutes LongView 54.5% 15.2% 0.5% 9.4% 77.6% 21.7% 0.7%JCPenney Company, Inc. Executive Compensation- Approve/Vote on Future Golden Parachutes Trowel Trades S&P Index Fund 53.7% 20.8% 1.2% 9.1% 70.9% 27.5% 1.6%KB Home Executive Compensation- Approve/Vote on Future Golden Parachutes Trowel Trades S&P Index Fund 49.8% 30.6% 4.9% 11.2% 58.4% 35.9% 5.7%Qwest Communications Intl. Inc. Executive Compensation- Approve/Vote on Future Golden Parachutes Individual- Floyd, H. 44.7% 37.7% 0.8% 8.6% 53.7% 45.3% 1.0%Boeing Company Executive Compensation- Award Performance Based Stock Options Individual- Chevedden, J. 23.9% 47.2% 2.0% 15.4% 32.7% 64.6% 2.7%General Motors Corporation Executive Compensation- Award Performance Based Stock Options Individual- Lauve, J. 11.1% 53.6% 2.6% 15.2% 16.5% 79.6% 3.8%Pulte Homes, Inc. Executive Compensation- Award Performance Based Stock Options Laborers 31.9% 40.2% 2.7% 11.0% 42.6% 53.8% 3.6%Bristol-Myers Squibb Company Executive Compensation- Disclose Individual- Davis, E. 7.1% 64.8% 1.4% 14.6% 9.8% 88.3% 1.9%Comcast Corporation Executive Compensation- Disclose Individual- Davis, E. 3.1% 78.2% 0.9% 7.1% 3.7% 95.2% 1.1%Consolidated Edison, Inc. Executive Compensation- Disclose Individual- Davis, E. 7.8% 47.1% 2.0% 25.3% 13.7% 82.7% 3.5%Lockheed Martin Corporation Executive Compensation- Disclose Individual- Davis, E. 5.3% 78.1% 1.6% 6.8% 6.2% 91.9% 1.9%Clear Channel Communications, Inc. Executive Compensation- Establish Anti Gross-Up Policy AFL-CIO N/A N/A N/A N/A N/A N/A N/ACVS Caremark Corporation Executive Compensation- Establish Anti Gross-Up Policy AFSCME 35.3% 32.2% 5.8% 8.8% 48.1% 43.9% 7.9%Nabors Industries Ltd. Executive Compensation- Establish Anti Gross-Up Policy AFL-CIO 25.1% 33.9% 14.0% 14.0% 34.4% 46.4% 19.2%Northrop Grumman Corporation Executive Compensation- Establish Anti Gross-Up Policy AFSCME 33.2% 47.0% 3.3% 7.0% 39.7% 56.4% 3.9%Textron Inc. Executive Compensation- Establish Anti Gross-Up Policy AFSCME 34.8% 42.5% 1.4% 11.1% 44.2% 54.0% 1.8%Merrill Lynch & Co., Inc. Executive Compensation- Establish Buyback Holding Period Policy AFSCME 6.1% 63.1% 1.5% 14.5% 8.6% 89.3% 2.1%Valero Energy Corporation Executive Compensation- Establish Buyback Holding Period Policy AFSCME 4.1% 69.4% 0.9% 14.1% 5.5% 93.3% 1.2%AT&T Inc. Executive Comp.- Exclude Pension Credits/Surplus from Comp Calculation SNET Retirees Association 31.0% 36.7% 2.0% 8.1% 44.5% 52.6% 2.9%International Business Machines Corp. Executive Comp.- Exclude Pension Credits/Surplus from Comp Calculation Individual- Mongeon, E. 29.1% 37.2% 1.8% 15.6% 42.7% 54.6% 2.7%Allergan, Inc. Executive Compensation- Link Pay to Performance Teamsters 24.8% 58.2% 0.8% 5.2% 29.6% 69.5% 0.9%Chesapeake Corporation Executive Compensation- Link Pay to Performance New York City Pension Funds 18.0% 57.8% 12.4% 0.0% 20.4% 65.6% 14.1%D.R. Horton, Inc. Executive Compensation- Link Pay to Performance Laborers 24.6% 51.6% 1.1% 11.1% 31.8% 66.8% 1.5%Dow Chemical Company Executive Compensation- Link Pay to Performance Not Disclosed 19.2% 53.4% 2.1% 12.5% 25.7% 71.5% 2.8%Home Depot, Inc. Executive Compensation- Link Pay to Performance UBCJA 19.6% 43.8% 2.2% 21.1% 29.9% 66.7% 3.4%Honeywell International Inc. Executive Compensation- Link Pay to Performance UBCJA 27.8% 49.1% 1.2% 11.1% 35.6% 62.8% 1.5%KB Home Executive Compensation- Link Pay to Performance Laborers 24.0% 56.6% 4.7% 11.2% 28.2% 66.3% 5.5%Kohl’s Corporation Executive Compensation- Link Pay to Performance Sheet Metal Workers 25.4% 57.2% 1.7% 6.1% 30.1% 67.9% 2.0%Kroger Co. Executive Compensation- Link Pay to Performance Teamsters 29.7% 48.2% 2.3% 6.8% 37.0% 60.1% 2.8%Lennar Corporation Executive Compensation- Link Pay to Performance Laborers 2.3% 84.5% 0.2% 7.0% 2.6% 97.1% 0.3%Loews Corporation Executive Compensation- Link Pay to Performance Sheet Metal Workers 20.3% 62.4% 1.2% 6.8% 24.1% 74.4% 1.5%Lowe’s Companies, Inc. Executive Compensation- Link Pay to Performance Laborers 14.8% 63.3% 2.0% 12.3% 18.5% 79.0% 2.5%Nabors Industries Ltd. Executive Compensation- Link Pay to Performance Laborers 22.2% 49.9% 0.9% 14.0% 30.4% 68.4% 1.2%Occidental Petroleum Corporation Executive Compensation- Link Pay to Performance UBCJA 25.6% 52.9% 2.2% 7.4% 31.7% 65.6% 2.7%Tenet Healthcare Corporation Executive Compensation- Link Pay to Performance New York City Pension Funds 11.8% 63.0% 1.0% 15.0% 15.5% 83.2% 1.3%Torchmark Corporation Executive Compensation- Link Pay to Performance Sheet Metal Workers 19.5% 51.7% 1.6% 7.7% 26.7% 71.1% 2.2%Wal-Mart Stores, Inc. Executive Compensation- Link Pay to Performance Laborers 10.9% 74.4% 0.9% 6.8% 12.7% 86.3% 1.0%Wells Fargo & Company Executive Compensation- Link Pay to Performance UBCJA 17.8% 57.0% 2.1% 10.6% 23.1% 74.2% 2.7%Bemis Company, Inc. Executive Compensation- Link Pay to Social Criteria DuPont Workers 6.9% 71.8% 2.7% 12.1% 8.5% 88.2% 3.3%Citigroup Inc. Executive Compensation- Link Pay to Social Criteria Individual- Gilbert, A. 4.0% 56.0% 4.0% 20.0% 6.2% 87.5% 6.3%ExxonMobil Corporation Executive Compensation- Link Pay to Social Criteria NorthStar Asset Management 6.9% 56.7% 2.8% 17.6% 10.4% 85.4% 4.2%Simon Property Group, Inc. Executive Compensation- Link Pay to Social Criteria Laborers 26.7% 42.4% 1.8% 7.5% 37.6% 59.8% 2.5%UnitedHealth Group Incorporated Executive Compensation- Performance-Vesting Stock-Based Pay AFSCME 27.3% 49.8% 1.8% 8.0% 34.6% 63.1% 2.2%ExxonMobil Corporation Executive Compensation- Recoup Bonuses if Restatement Individual- Rossi Family 8.0% 56.5% 1.9% 17.6% 12.1% 85.0% 2.9%General Electric Company Executive Compensation- Recoup Bonuses if Restatement Individual- Freeda, W. 9.3% 56.5% 1.2% 17.6% 13.9% 84.2% 1.8%Motorola, Inc. Executive Compensation- Recoup Bonuses if Restatement Individual- Steiner, K. 8.1% 59.6% 7.4% 15.1% 10.8% 79.4% 9.8%Wal-Mart Stores, Inc. Executive Compensation- Recoup Bonuses if Restatement AFL-CIO 4.7% 79.9% 1.6% 6.8% 5.4% 92.7% 1.9%Wyeth Executive Compensation- Recoup Bonuses if Restatement Individual- Steiner, K. 7.2% 67.9% 1.2% 10.0% 9.4% 89.1% 1.5%Bank of America Corporation Executive Compensation- Restrict or Cap Individual- Inman, F. 4.2% 62.4% 1.4% 18.8% 6.2% 91.7% 2.1%Entergy Corporation Executive Compensation- Restrict or Cap Individual- Morse, R. 4.6% 73.5% 1.1% 7.0% 5.8% 92.8% 1.4%Ford Motor Company Executive Compensation- Restrict or Cap Individual- Thrower, W. 5.0% 72.0% 0.9% 13.9% 6.4% 92.4% 1.1%Medco Health Solutions, Inc. Executive Compensation- Restrict or Cap Individual- Morse, R. 2.4% 70.2% 1.1% 13.0% 3.2% 95.3% 1.5%Merck & Co., Inc. Executive Compensation- Restrict or Cap Individual- Morse, R. 2.7% 65.5% 1.4% 12.5% 3.9% 94.1% 2.1%Public Service Enterprise Group Inc. Executive Compensation- Restrict or Cap Individual- Dal Pan, Jo. 4.5% 70.8% 1.7% 12.1% 5.8% 91.9% 2.3%PG&E Corporation Executive Compensation- Statement of Personal Contribution by CEO Individual- Brandt, F. 3.3% 61.3% 1.7% 10.5% 5.0% 92.5% 2.5%CSX Corporation Nullify Certain Bylaw Amendments Children’s Investment Fund Mgmt. 46.0% 25.2% 1.7% 0.0% 63.1% 34.6% 2.4%Alaska Air Group, Inc. Poison Pill- Redeem or Vote On Individual- Chevedden, J. 20.7% 47.7% 0.4% 11.7% 30.1% 69.3% 0.6%Oshkosh Corporation Poison Pill- Redeem or Vote On Individual- Chevedden, J. 64.0% 11.9% 0.5% 14.6% 83.9% 15.5% 0.6%

> 33





Walgreen Co. Poison Pill- Redeem or Vote On IBEW 22.3% 45.7% 1.3% 21.4% 32.2% 65.9% 1.9%Anadarko Petroleum Corporation Repeal Classified Board Individual- Armstrong, G. 62.8% 9.5% 0.9% 15.0% 85.9% 13.0% 1.2%Arkansas Best Corporation Repeal Classified Board LongView 68.9% 12.0% 1.3% 10.1% 83.9% 14.6% 1.5%Baldor Electric Company Repeal Classified Board Individual- Armstrong, G. 47.5% 24.5% 0.7% 6.9% 65.4% 33.7% 1.0%Ball Corporation Repeal Classified Board Individual- Armstrong, G. 54.8% 29.6% 7.7% 0.0% 59.5% 32.1% 8.4%Becton, Dickinson and Company Repeal Classified Board Individual- Steiner, K. 67.9% 13.6% 1.1% 8.3% 82.3% 16.4% 1.3%Belo Corp. Repeal Classified Board New York City Pension Funds 21.6% 67.5% 1.1% 3.4% 24.0% 74.8% 1.2%Bill Barrett Corporation Repeal Classified Board Individual- Armstrong, G. 43.7% 45.4% 0.1% 6.4% 49.0% 50.9% 0.1%Black Hills Corporation Repeal Classified Board Individual- Armstrong, G. 49.1% 32.7% 0.8% 6.4% 59.5% 39.6% 0.9%Boston Properties, Inc. Repeal Classified Board Individual- Davis, E. 73.3% 11.0% 0.9% 5.1% 86.1% 12.9% 1.0%Caterpillar Inc. Repeal Classified Board RAM Trust 48.5% 21.4% 2.1% 16.3% 67.4% 29.7% 2.9%Cathay General Bancorp Repeal Classified Board Individual- Armstrong, G. 30.3% 17.1% 11.5% 25.3% 51.5% 29.0% 19.5%Central Pacific Financial Corp. Repeal Classified Board Individual- Armstrong, G. 46.9% 19.5% 1.6% 17.0% 69.0% 28.7% 2.3%Central Vermont Public Service Corp. Repeal Classified Board Individual- Armstrong, G. 55.5% 5.5% 7.0% 16.5% 81.6% 8.1% 10.3%CH Energy Group, Inc Repeal Classified Board Individual- Armstrong, G. 43.8% 20.7% 1.9% 22.7% 66.0% 31.2% 2.8%Chesapeake Corporation Repeal Classified Board LongView 64.9% 10.9% 12.4% 0.0% 73.6% 12.3% 14.1%Chesapeake Energy Corporation Repeal Classified Board Individual- Armstrong, G. 44.9% 27.9% 0.9% 16.0% 60.8% 37.9% 1.3%Colonial BancGroup, Inc. Repeal Classified Board Individual- Armstrong, G. 35.6% 26.1% 1.0% 21.9% 56.8% 41.6% 1.6%Commerce Bancshares, Inc. Repeal Classified Board Individual- Armstrong, G. 32.6% 41.9% 0.9% 14.3% 43.2% 55.6% 1.1%Community Bank System, Inc. Repeal Classified Board Individual- Armstrong, G. 39.7% 31.3% 1.9% 13.4% 54.4% 43.0% 2.6%Con-Way Inc. Repeal Classified Board Teamsters 53.0% 33.9% 1.2% 6.3% 60.2% 38.5% 1.4%Dollar Tree, Inc. Repeal Classified Board CalPERS 67.7% 14.9% 0.8% 7.1% 81.2% 17.8% 1.0%Eastman Chemical Company Repeal Classified Board Individual- Chevedden, R. 45.8% 32.4% 1.0% 7.5% 57.9% 40.9% 1.3%Ecolab Inc. Repeal Classified Board Individual- Armstrong, G. 39.0% 45.1% 0.9% 6.4% 45.9% 53.1% 1.0%Equifax Inc. Repeal Classified Board AFSCME 55.5% 26.6% 1.2% 8.6% 66.7% 31.9% 1.4%Federal Realty Investment Trust Repeal Classified Board Individual- Armstrong, G. 53.9% 15.3% 0.5% 14.6% 77.3% 21.9% 0.7%Fortune Brands, Inc. Repeal Classified Board Individual- Rossi Family 53.6% 18.5% 1.2% 13.5% 73.1% 25.3% 1.6%Frontier Financial Corporation Repeal Classified Board Individual- Armstrong, G. 20.4% 35.0% 3.6% 16.8% 34.6% 59.3% 6.1%General Growth Properties, Inc. Repeal Classified Board SEIU 64.3% 20.1% 0.7% 7.0% 75.5% 23.6% 0.8%Hanmi Financial Corporation Repeal Classified Board Individual- Armstrong, G. 35.3% 20.7% 0.3% 31.4% 62.7% 36.8% 0.5%Hilb Rogal & Hobbs Company Repeal Classified Board CalPERS 66.7% 17.6% 0.2% 6.4% 78.9% 20.9% 0.2%Invacare Corporation Repeal Classified Board Not Disclosed 53.8% 36.6% 0.3% 4.9% 59.3% 40.4% 0.3%Kilroy Realty Corporation Repeal Classified Board Individual- Armstrong, G. 70.8% 5.6% 0.1% 9.0% 92.6% 7.3% 0.1%Lubrizol Corporation Repeal Classified Board Individual- Armstrong, G. 68.6% 9.7% 4.9% 8.7% 82.5% 11.7% 5.8%McGraw-Hill Companies, Inc. Repeal Classified Board Individual- Rossi Family 50.4% 21.9% 1.1% 7.8% 68.7% 29.9% 1.4%National Penn Bancshares, Inc. Repeal Classified Board Individual- Armstrong, G. 25.7% 34.7% 1.7% 17.4% 41.3% 55.9% 2.8%Newport Corporation Repeal Classified Board New York City Pension Funds 37.7% 34.0% 0.2% 21.4% 52.5% 47.3% 0.3%OGE Energy Corp. Repeal Classified Board Individual- Armstrong, G. 40.2% 26.0% 1.8% 18.5% 59.1% 38.2% 2.7%Pulte Homes, Inc. Repeal Classified Board Trowel Trades S&P Index Fund 47.0% 25.1% 2.7% 11.0% 62.9% 33.5% 3.6%Questar Corporation Repeal Classified Board Individual- Armstrong, G. 63.7% 4.6% 2.6% 16.1% 89.9% 6.5% 3.7%Rayonier Inc. Repeal Classified Board Individual- Armstrong, G. 38.4% 20.6% 0.4% 20.5% 64.7% 34.6% 0.7%Sierra Pacific Resources Repeal Classified Board Individual- Armstrong, G. 57.5% 5.4% 0.1% 20.4% 91.2% 8.6% 0.2%South Jersey Industries, Inc. Repeal Classified Board Individual- Armstrong, G. 44.6% 29.6% 2.3% 13.7% 58.3% 38.7% 3.0%Spectrum Brands, Inc. Repeal Classified Board New York City Pension Funds N/A N/A N/A N/A N/A N/A N/AStandard Pacific Corp. Repeal Classified Board CalPERS 39.6% 14.4% 1.1% 26.6% 71.8% 26.2% 2.1%Stanley Works Repeal Classified Board AFL-CIO 62.3% 17.9% 1.7% 7.8% 76.1% 21.9% 2.0%SUPERVALU INC. Repeal Classified Board Individual- Armstrong, G. 72.2% 10.7% 1.1% 7.2% 85.9% 12.8% 1.3%Timken Company Repeal Classified Board Individual- Armstrong, G. 54.2% 36.1% 0.6% 4.8% 59.7% 39.7% 0.6%UMB Financial Corporation Repeal Classified Board Individual- Armstrong, G. 42.3% 43.2% 0.4% 6.6% 49.3% 50.2% 0.5%Whirlpool Corporation Repeal Classified Board Individual- Rossi Family 68.0% 10.8% 0.8% 9.3% 85.4% 13.6% 1.0%Wilshire Bancorp, Inc. Repeal Classified Board Individual- Armstrong, G. 31.0% 40.8% 0.4% 17.8% 43.0% 56.6% 0.5%XTO Energy Inc. Repeal Classified Board Individual- Armstrong, G. 67.0% 15.4% 1.1% 8.6% 80.3% 18.4% 1.3%Zions Bancorporation Repeal Classified Board Individual- Armstrong, G. 45.5% 5.6% 3.0% 21.8% 84.2% 10.3% 5.5%ExxonMobil Corporation Shareholder Return Policy Individual- Mergens, E. 3.1% 61.4% 2.0% 17.6% 4.6% 92.4% 3.0%Allstate Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 32.0% 41.3% 2.1% 10.9% 42.4% 54.8% 2.8%Anheuser-Busch Companies, Inc. Shareholder Right to Call Special Meeting Individual- Steiner, W. 32.9% 39.8% 1.4% 13.0% 44.4% 53.6% 2.0%AutoNation, Inc. Shareholder Right to Call Special Meeting Individual- Armstrong, G. 14.8% 69.2% 0.5% 7.0% 17.5% 81.9% 0.6%Bank of America Corporation Shareholder Right to Call Special Meeting Individual- Chevedden, R. 29.5% 37.0% 1.6% 18.8% 43.3% 54.3% 2.4%CSX Corporation Shareholder Right to Call Special Meeting Children’s Investment Fund Mgmt. 45.5% 26.0% 1.5% 0.0% 62.4% 35.6% 2.0%CVS Caremark Corporation Shareholder Right to Call Special Meeting Individual- Steiner, W. 34.3% 36.8% 2.2% 8.8% 46.8% 50.2% 3.0%Entergy Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 43.5% 34.5% 1.2% 7.0% 54.9% 43.5% 1.6%FirstEnergy Corp. Shareholder Right to Call Special Meeting Individual- Rossi Family 50.6% 24.8% 1.6% 8.6% 65.7% 32.2% 2.1%

> 34





Ford Motor Company Shareholder Right to Call Special Meeting Individual- Chevedden, J. 13.9% 63.0% 1.0% 13.9% 17.8% 80.9% 1.3%General Dynamics Corporation Shareholder Right to Call Special Meeting Individual- Chevedden, J. 26.1% 57.8% 1.9% 7.3% 30.4% 67.3% 2.3%General Motors Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 33.4% 31.2% 2.8% 15.2% 49.6% 46.3% 4.2%Home Depot, Inc. Shareholder Right to Call Special Meeting Individual- Chevedden, J. 24.5% 38.0% 3.1% 21.1% 37.4% 58.0% 4.7%International Business Machines Corp. Shareholder Right to Call Special Meeting Individual- Rossi Family 37.7% 28.6% 1.8% 15.6% 55.3% 42.0% 2.7%Interpublic Group of Companies, Inc. Shareholder Right to Call Special Meeting Individual- Steiner, K. 40.3% 42.5% 0.9% 5.7% 48.2% 50.8% 1.1%Kimberly-Clark Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 48.3% 30.8% 1.1% 10.5% 60.2% 38.4% 1.3%Marathon Oil Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 51.9% 22.6% 0.9% 10.8% 68.8% 30.0% 1.1%Merck & Co., Inc. Shareholder Right to Call Special Meeting Individual- Steiner, W. 39.2% 29.0% 1.5% 12.5% 56.3% 41.6% 2.1%Occidental Petroleum Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 53.0% 26.8% 0.9% 7.4% 65.7% 33.2% 1.1%RR Donnelley & Sons Company Shareholder Right to Call Special Meeting Individual- Steiner, W. 35.4% 47.6% 1.7% 6.1% 41.8% 56.2% 2.0%Sprint Nextel Corporation Shareholder Right to Call Special Meeting Individual- Steiner, K. 32.3% 48.1% 0.8% 7.8% 39.8% 59.2% 1.0%Staples, Inc. Shareholder Right to Call Special Meeting Individual- Steiner, K. 54.1% 26.1% 0.9% 8.6% 66.7% 32.2% 1.1%UST Inc. Shareholder Right to Call Special Meeting Individual- Rossi Family 37.8% 35.3% 0.9% 11.6% 51.1% 47.7% 1.3%Wal-Mart Stores, Inc. Shareholder Right to Call Special Meeting Individual- Steiner, W. 13.0% 71.8% 1.5% 6.8% 15.1% 83.2% 1.7%A. Schulman, Inc. Study Spinoff/Sale of Company Starboard Value & Opportunity Fund 28.8% 57.7% 0.4% 10.7% 33.1% 66.4% 0.5%DPL Inc. Study Spinoff/Sale of Company Individual- Moberly, D. 2.2% 62.1% 1.6% 16.3% 3.4% 94.2% 2.4%Fifth Third Bancorp Study Spinoff/Sale of Company Individual- Silverman, H. 5.9% 64.3% 1.2% 13.7% 8.2% 90.1% 1.6%Amgen Inc. Supermajority Provisions- Eliminate or Reduce Individual- Steiner, W. 56.3% 14.2% 1.0% 15.4% 78.7% 19.9% 1.3%Eli Lilly and Company Supermajority Provisions- Eliminate or Reduce Individual- Steiner, W. 52.6% 29.6% 1.0% 7.9% 63.2% 35.6% 1.2%FirstEnergy Corp. Supermajority Provisions- Eliminate or Reduce Individual- Chevedden, R. 59.6% 15.9% 1.6% 8.6% 77.3% 20.6% 2.1%International Paper Company Supermajority Provisions- Eliminate or Reduce Individual- Steiner, W. 11.1% 68.6% 0.8% 7.9% 13.8% 85.2% 1.0%Lear Corporation Supermajority Provisions- Eliminate or Reduce Individual- Chevedden, J. 72.9% 9.7% 0.1% 5.7% 88.2% 11.8% 0.1%Liz Claiborne, Inc. Supermajority Provisions- Eliminate or Reduce Individual- Steiner, K. 72.3% 8.9% 0.7% 5.7% 88.2% 10.9% 0.9%Lowe’s Companies, Inc. Supermajority Provisions- Eliminate or Reduce Individual- Chevedden, J. 56.0% 23.2% 1.0% 12.3% 69.9% 28.9% 1.2%McGraw-Hill Companies, Inc. Supermajority Provisions- Eliminate or Reduce Individual- Steiner, K. 53.1% 19.1% 1.1% 7.8% 72.4% 26.1% 1.5%Moody’s Corporation Supermajority Provisions- Eliminate or Reduce Individual- Rossi Family 31.3% 43.9% 1.5% 9.7% 40.9% 57.2% 1.9%PACCAR Inc Supermajority Provisions- Eliminate or Reduce Individual- Chevedden, J. 34.4% 49.6% 1.0% 7.1% 40.5% 58.3% 1.2%Whirlpool Corporation Supermajority Provisions- Eliminate or Reduce Individual- Chevedden, J. 62.8% 16.0% 0.9% 9.3% 78.8% 20.1% 1.1%


> 35

fIGURE 16> Voting results (sorted by Sponsor), 2008




Charles Schwab Corporation Ban Precatory Shareholder Resolutions Action Fund Management 2.4% 76.4% 1.6% 10.5% 3.0% 94.9% 2.1%ExxonMobil Corporation Ban Precatory Shareholder Resolutions Action Fund Management 1.8% 61.8% 2.9% 17.6% 2.7% 93.0% 4.3%Aetna Inc. Board- Nominate Non-Executive Retiree Aetna Retirees Association 5.3% 77.0% 1.3% 6.0% 6.3% 92.1% 1.6%Apple Inc. Executive Compensation- Advisory Vote on Executive Compensation AFL-CIO 28.0% 27.2% 6.1% 21.7% 45.7% 44.4% 10.0%Chevron Corporation Board- Independent Board Chairman/Separate Chair-CEO AFL-CIO 10.3% 59.9% 1.7% 16.1% 14.4% 83.3% 2.3%Citigroup Inc. Adopt Employment Principles for Executive Officers AFL-CIO 20.9% 37.1% 6.1% 20.0% 32.6% 57.9% 9.6%Clear Channel Communications, Inc. Executive Compensation- Establish Anti Gross-Up Policy AFL-CIO N/A N/A N/A N/A N/A N/A N/ADanaher Corporation Board- Restrictions on Executive Employment Agreements AFL-CIO 20.3% 54.7% 6.4% 6.9% 24.9% 67.3% 7.8%Merck & Co., Inc. Executive Compensation- Advisory Vote on Executive Compensation AFL-CIO 30.7% 32.8% 6.1% 12.5% 44.1% 47.1% 8.8%Merrill Lynch & Co., Inc. Board- Restrictions on Executive Employment Agreements AFL-CIO 21.2% 45.4% 3.9% 14.5% 30.1% 64.3% 5.6%Motorola, Inc. Executive Compensation- Advisory Vote on Executive Compensation AFL-CIO 38.1% 32.5% 4.5% 15.1% 50.7% 43.2% 6.1%Nabors Industries Ltd. Executive Compensation- Establish Anti Gross-Up Policy AFL-CIO 25.1% 33.9% 14.0% 14.0% 34.4% 46.4% 19.2%Pulte Homes, Inc. Executive Compensation- Advisory Vote on Executive Compensation AFL-CIO 22.4% 47.4% 5.0% 11.0% 29.9% 63.4% 6.7%Raytheon Company Executive Comp.- Approve, Disclose or Limit Supplemental Retirement Plans AFL-CIO 33.0% 48.5% 1.3% 8.7% 39.8% 58.6% 1.6%Stanley Works Repeal Classified Board AFL-CIO 62.3% 17.9% 1.7% 7.8% 76.1% 21.9% 2.0%Wal-Mart Stores, Inc. Executive Compensation- Recoup Bonuses if Restatement AFL-CIO 4.7% 79.9% 1.6% 6.8% 5.4% 92.7% 1.9%Affiliated Computer Services, Inc. Executive Compensation- Advisory Vote on Executive Compensation AFSCME 19.4% 66.4% 4.3% 4.0% 21.5% 73.7% 4.8%Allstate Corporation Executive Compensation- Advisory Vote on Executive Compensation AFSCME 29.7% 43.2% 2.5% 10.9% 39.4% 57.3% 3.3%Apache Corporation Allow Shareholders to Recover Proxy Contest Costs AFSCME 10.5% 62.6% 5.2% 10.9% 13.4% 79.9% 6.7%Bank of New York Mellon Corp. Executive Compensation- Advisory Vote on Executive Compensation AFSCME 32.1% 37.3% 4.9% 10.7% 43.1% 50.2% 6.6%Citigroup Inc. Executive Compensation- Advisory Vote on Executive Compensation AFSCME 24.4% 33.8% 5.9% 20.0% 38.0% 52.8% 9.2%Clear Channel Communications, Inc. Executive Compensation- Advisory Vote on Executive Compensation AFSCME N/A N/A N/A N/A N/A N/A N/AConocoPhillips Executive Compensation- Advisory Vote on Executive Compensation AFSCME 29.6% 41.8% 3.9% 12.6% 39.3% 55.5% 5.2%CVS Caremark Corporation Executive Compensation- Establish Anti Gross-Up Policy AFSCME 35.3% 32.2% 5.8% 8.8% 48.1% 43.9% 7.9%Equifax Inc. Repeal Classified Board AFSCME 55.5% 26.6% 1.2% 8.6% 66.7% 31.9% 1.4%Ingersoll-Rand Company Limited Executive Compensation- Advisory Vote on Executive Compensation AFSCME 40.6% 34.5% 4.9% 9.5% 50.7% 43.2% 6.2%Merrill Lynch & Co., Inc. Executive Compensation- Establish Buyback Holding Period Policy AFSCME 6.1% 63.1% 1.5% 14.5% 8.6% 89.3% 2.1%Morgan Stanley Executive Compensation- Advisory Vote on Executive Compensation AFSCME 27.6% 45.3% 2.2% 13.5% 36.7% 60.4% 2.9%Northrop Grumman Corporation Executive Compensation- Establish Anti Gross-Up Policy AFSCME 33.2% 47.0% 3.3% 7.0% 39.7% 56.4% 3.9%Raytheon Company Executive Compensation- Advisory Vote on Executive Compensation AFSCME 34.0% 41.4% 7.4% 8.7% 41.1% 50.0% 8.9%Safeway Inc. Board- Establish Policy Regarding Use of Rule 10b-5 Trading Plans AFSCME 21.7% 58.7% 1.1% 5.8% 26.6% 72.1% 1.3%Textron Inc. Executive Compensation- Establish Anti Gross-Up Policy AFSCME 34.8% 42.5% 1.4% 11.1% 44.2% 54.0% 1.8%U.S. Bancorp Executive Compensation- Advisory Vote on Executive Compensation AFSCME 24.7% 45.1% 2.6% 15.9% 34.1% 62.3% 3.6%UnitedHealth Group Incorporated Executive Compensation- Performance-Vesting Stock-Based Pay AFSCME 27.3% 49.8% 1.8% 8.0% 34.6% 63.1% 2.2%Valero Energy Corporation Executive Compensation- Establish Buyback Holding Period Policy AFSCME 4.1% 69.4% 0.9% 14.1% 5.5% 93.3% 1.2%Wachovia Corporation Executive Compensation- Advisory Vote on Executive Compensation AFSCME 20.0% 44.6% 4.2% 17.5% 29.1% 64.8% 6.1%AT&T Inc. Executive Compensation- Advisory Vote on Executive Compensation Association of BellTel Retirees 28.7% 37.0% 3.9% 8.1% 41.2% 53.1% 5.6%Verizon Communications Inc. Board- Independent Board Chairman/Separate Chair-CEO Association of BellTel Retirees 14.1% 56.5% 1.6% 13.5% 19.5% 78.3% 2.2%Coca-Cola Company Executive Compensation- Advisory Vote on Executive Compensation Benedictine Sisters 22.6% 48.9% 3.2% 13.1% 30.3% 65.4% 4.3%International Business Machines Corp. Executive Compensation- Advisory Vote on Executive Compensation Boston Common Asset Management 28.2% 36.8% 3.2% 15.6% 41.3% 54.0% 4.7%Waddell & Reed Financial, Inc. Executive Compensation- Advisory Vote on Executive Compensation Boston Common Asset Management 42.8% 43.6% 1.5% 6.1% 48.7% 49.6% 1.7%Dollar Tree, Inc. Repeal Classified Board CalPERS 67.7% 14.9% 0.8% 7.1% 81.2% 17.8% 1.0%Eli Lilly and Company Allow Shareholders to Amend Bylaws CalPERS 40.6% 41.7% 1.0% 7.9% 48.7% 50.1% 1.2%Hilb Rogal & Hobbs Company Repeal Classified Board CalPERS 66.7% 17.6% 0.2% 6.4% 78.9% 20.9% 0.2%Interpublic Group of Companies, Inc. Executive Compensation- Advisory Vote on Executive Compensation CalPERS 27.8% 52.9% 3.0% 5.7% 33.2% 63.2% 3.6%Standard Pacific Corp. Repeal Classified Board CalPERS 39.6% 14.4% 1.1% 26.6% 71.8% 26.2% 2.1%Tech Data Corporation Executive Compensation- Advisory Vote on Executive Compensation CalPERS 52.8% 32.6% 0.9% 5.1% 61.1% 37.8% 1.1%Jones Apparel Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation Calvert Asset Management Co. 38.0% 50.0% 1.5% 4.7% 42.5% 55.9% 1.6%Time Warner Inc. Board- Independent Board Chairman/Separate Chair-CEO CBIS 33.9% 43.3% 1.5% 10.7% 43.1% 55.0% 2.0%JPMorgan Chase & Co. Board- Redefine “Independent” Board Chairman Center for Community Change 11.2% 62.7% 1.5% 12.4% 14.9% 83.2% 1.9%CSX Corporation Nullify Certain Bylaw Amendments Children’s Investment Fund Mgmt. 46.0% 25.2% 1.7% 0.0% 63.1% 34.6% 2.4%CSX Corporation Shareholder Right to Call Special Meeting Children’s Investment Fund Mgmt. 45.5% 26.0% 1.5% 0.0% 62.4% 35.6% 2.0%Merrill Lynch & Co., Inc. Executive Compensation- Advisory Vote on Executive Compensation Connecticut Retirement Plans 25.4% 42.4% 2.8% 14.5% 36.0% 60.1% 3.9%WellPoint, Inc. Executive Compensation- Advisory Vote on Executive Compensation Connecticut Retirement Plans 30.6% 36.3% 2.9% 7.4% 43.8% 52.1% 4.1%CenturyTel, Inc. Executive Compensation- Advisory Vote on Executive Compensation CWA 40.5% 45.4% 2.0% 5.3% 46.1% 51.7% 2.3%Citizens Communications Company Executive Compensation- Advisory Vote on Executive Compensation CWA 27.4% 31.6% 2.7% 25.6% 44.5% 51.2% 4.4%Comcast Corporation Eliminate Dual Class Stock CWA 24.1% 56.7% 1.3% 7.1% 29.3% 69.1% 1.6%Embarq Corporation Executive Compensation- Advisory Vote on Executive Compensation CWA 32.0% 47.4% 2.8% 8.3% 38.9% 57.7% 3.4%Bemis Company, Inc. Executive Compensation- Link Pay to Social Criteria DuPont Workers 6.9% 71.8% 2.7% 12.1% 8.5% 88.2% 3.3%South Financial Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation Firefighters’ Pension Syst. Kansas City 41.6% 38.6% 3.2% 9.7% 49.9% 46.3% 3.8%Monsanto Company Board- Independent Board Chairman/Separate Chair-CEO GBPUMC 11.9% 70.0% 0.8% 8.0% 14.4% 84.6% 1.0%Whole Foods Market, Inc. Board- Independent Board Chairman/Separate Chair-CEO GBPUMC 16.3% 43.8% 1.0% 23.5% 26.7% 71.6% 1.6%

> 36





E. I. du Pont de Nemours and Company Executive Compensation- Advisory Vote on Executive Compensation Great Neck Capital 30.6% 38.3% 2.9% 13.4% 42.6% 53.4% 4.0%Apple Inc. Board- Establish Committee on Sustainability Harrington Investments 3.7% 44.6% 12.9% 21.7% 6.1% 72.8% 21.1%Bank of America Corporation Board- Establish Committee on Human Rights Harrington Investments 3.6% 55.7% 8.8% 18.8% 5.3% 81.8% 12.9%Google Inc. Board- Establish Committee on Human Rights Harrington Investments 0.8% 53.5% 31.2% 3.9% 0.9% 62.6% 36.5%Halliburton Company Board- Establish Committee on Human Rights Harrington Investments 3.9% 56.6% 9.3% 14.9% 5.6% 81.1% 13.3%Hershey Company Board- Establish Committee on Human Rights Harrington Investments 0.7% 89.6% 2.4% 4.7% 0.8% 96.7% 2.5%Intel Corporation Board- Establish Committee on Sustainability Harrington Investments 2.8% 55.0% 7.8% 21.6% 4.2% 83.9% 11.9%International Business Machines Corp. Board- Establish Committee on Human Rights Harrington Investments 3.5% 55.8% 8.8% 15.6% 5.1% 81.9% 13.0%Wal-Mart Stores, Inc. Board- Establish Committee on Human Rights Harrington Investments 1.7% 79.6% 4.9% 6.8% 2.0% 92.3% 5.6%YUM! Brands, Inc. Executive Compensation- Advisory Vote on Executive Compensation Home Missioners of America 30.0% 43.7% 2.4% 11.9% 39.4% 57.4% 3.1%AutoNation, Inc. Executive Compensation- Advisory Vote on Executive Compensation IBEW 16.9% 67.0% 0.7% 7.0% 19.9% 79.2% 0.9%FirstEnergy Corp. Board- Majority Vote-Shareholder Committee IBEW 31.5% 43.1% 2.4% 8.6% 40.9% 56.0% 3.1%Progress Energy, Inc. Executive Compensation- Advisory Vote on Executive Compensation IBEW 26.2% 37.1% 2.6% 18.0% 39.8% 56.3% 3.9%Pulte Homes, Inc. Board- Establish Committee on Mortgage Lending Operations IBEW 3.2% 68.6% 3.0% 11.0% 4.3% 91.7% 4.0%Sears Holdings Corporation Board- Majority Vote-Shareholder Committee IBEW 1.8% 81.6% 0.7% 8.8% 2.2% 97.1% 0.8%Walgreen Co. Poison Pill- Redeem or Vote On IBEW 22.3% 45.7% 1.3% 21.4% 32.2% 65.9% 1.9%Washington Mutual, Inc. Board- Majority Vote to Elect Directors* IBEW 25.1% 34.0% 0.9% 20.4% 41.8% 56.6% 1.5%Windstream Corporation Executive Compensation- Advisory Vote on Executive Compensation IBEW 30.8% 43.1% 1.9% 15.4% 40.6% 56.9% 2.5%Biogen Idec Inc. Board- Fix or Change Board Size Icahn Entities 18.4% 56.7% 1.0% 0.0% 24.2% 74.5% 1.3%Anadarko Petroleum Corporation Repeal Classified Board Individual- Armstrong, G. 62.8% 9.5% 0.9% 15.0% 85.9% 13.0% 1.2%AutoNation, Inc. Shareholder Right to Call Special Meeting Individual- Armstrong, G. 14.8% 69.2% 0.5% 7.0% 17.5% 81.9% 0.6%Baldor Electric Company Repeal Classified Board Individual- Armstrong, G. 47.5% 24.5% 0.7% 6.9% 65.4% 33.7% 1.0%Ball Corporation Repeal Classified Board Individual- Armstrong, G. 54.8% 29.6% 7.7% 0.0% 59.5% 32.1% 8.4%Bill Barrett Corporation Repeal Classified Board Individual- Armstrong, G. 43.7% 45.4% 0.1% 6.4% 49.0% 50.9% 0.1%Black Hills Corporation Repeal Classified Board Individual- Armstrong, G. 49.1% 32.7% 0.8% 6.4% 59.5% 39.6% 0.9%Cathay General Bancorp Repeal Classified Board Individual- Armstrong, G. 30.3% 17.1% 11.5% 25.3% 51.5% 29.0% 19.5%Central Pacific Financial Corp. Repeal Classified Board Individual- Armstrong, G. 46.9% 19.5% 1.6% 17.0% 69.0% 28.7% 2.3%Central Vermont Public Service Corp. Repeal Classified Board Individual- Armstrong, G. 55.5% 5.5% 7.0% 16.5% 81.6% 8.1% 10.3%CH Energy Group, Inc Repeal Classified Board Individual- Armstrong, G. 43.8% 20.7% 1.9% 22.7% 66.0% 31.2% 2.8%Chesapeake Energy Corporation Repeal Classified Board Individual- Armstrong, G. 44.9% 27.9% 0.9% 16.0% 60.8% 37.9% 1.3%Colonial BancGroup, Inc. Repeal Classified Board Individual- Armstrong, G. 35.6% 26.1% 1.0% 21.9% 56.8% 41.6% 1.6%Commerce Bancshares, Inc. Repeal Classified Board Individual- Armstrong, G. 32.6% 41.9% 0.9% 14.3% 43.2% 55.6% 1.1%Community Bank System, Inc. Repeal Classified Board Individual- Armstrong, G. 39.7% 31.3% 1.9% 13.4% 54.4% 43.0% 2.6%Ecolab Inc. Repeal Classified Board Individual- Armstrong, G. 39.0% 45.1% 0.9% 6.4% 45.9% 53.1% 1.0%Federal Realty Investment Trust Repeal Classified Board Individual- Armstrong, G. 53.9% 15.3% 0.5% 14.6% 77.3% 21.9% 0.7%Frontier Financial Corporation Repeal Classified Board Individual- Armstrong, G. 20.4% 35.0% 3.6% 16.8% 34.6% 59.3% 6.1%Hanmi Financial Corporation Repeal Classified Board Individual- Armstrong, G. 35.3% 20.7% 0.3% 31.4% 62.7% 36.8% 0.5%Kilroy Realty Corporation Repeal Classified Board Individual- Armstrong, G. 70.8% 5.6% 0.1% 9.0% 92.6% 7.3% 0.1%Lubrizol Corporation Repeal Classified Board Individual- Armstrong, G. 68.6% 9.7% 4.9% 8.7% 82.5% 11.7% 5.8%National Penn Bancshares, Inc. Repeal Classified Board Individual- Armstrong, G. 25.7% 34.7% 1.7% 17.4% 41.3% 55.9% 2.8%OGE Energy Corp. Repeal Classified Board Individual- Armstrong, G. 40.2% 26.0% 1.8% 18.5% 59.1% 38.2% 2.7%Questar Corporation Repeal Classified Board Individual- Armstrong, G. 63.7% 4.6% 2.6% 16.1% 89.9% 6.5% 3.7%Qwest Communications Intl. Inc. Board- Independent Board Chairman/Separate Chair-CEO Individual- Armstrong, G. 12.9% 69.4% 0.9% 8.6% 15.5% 83.4% 1.1%Rayonier Inc. Repeal Classified Board Individual- Armstrong, G. 38.4% 20.6% 0.4% 20.5% 64.7% 34.6% 0.7%Sierra Pacific Resources Repeal Classified Board Individual- Armstrong, G. 57.5% 5.4% 0.1% 20.4% 91.2% 8.6% 0.2%South Jersey Industries, Inc. Repeal Classified Board Individual- Armstrong, G. 44.6% 29.6% 2.3% 13.7% 58.3% 38.7% 3.0%SUPERVALU INC. Repeal Classified Board Individual- Armstrong, G. 72.2% 10.7% 1.1% 7.2% 85.9% 12.8% 1.3%Timken Company Repeal Classified Board Individual- Armstrong, G. 54.2% 36.1% 0.6% 4.8% 59.7% 39.7% 0.6%U.S. Bancorp Board- Independent Board Chairman/Separate Chair-CEO Individual- Armstrong, G. 12.7% 58.3% 1.4% 15.9% 17.5% 80.6% 1.9%UMB Financial Corporation Repeal Classified Board Individual- Armstrong, G. 42.3% 43.2% 0.4% 6.6% 49.3% 50.2% 0.5%Wilshire Bancorp, Inc. Repeal Classified Board Individual- Armstrong, G. 31.0% 40.8% 0.4% 17.8% 43.0% 56.6% 0.5%Xcel Energy Inc. Board- Independent Board Chairman/Separate Chair-CEO Individual- Armstrong, G. 12.3% 51.9% 1.6% 19.3% 18.7% 78.8% 2.5%XTO Energy Inc. Repeal Classified Board Individual- Armstrong, G. 67.0% 15.4% 1.1% 8.6% 80.3% 18.4% 1.3%Zions Bancorporation Repeal Classified Board Individual- Armstrong, G. 45.5% 5.6% 3.0% 21.8% 84.2% 10.3% 5.5%PG&E Corporation Executive Compensation- Statement of Personal Contribution by CEO Individual- Brandt, F. 3.3% 61.3% 1.7% 10.5% 5.0% 92.5% 2.5%Alaska Air Group, Inc. Poison Pill- Redeem or Vote On Individual- Chevedden, J. 20.7% 47.7% 0.4% 11.7% 30.1% 69.3% 0.6%Boeing Company Executive Compensation- Award Performance Based Stock Options Individual- Chevedden, J. 23.9% 47.2% 2.0% 15.4% 32.7% 64.6% 2.7%Borders Group, Inc. Board- Independent Board Chairman/Separate Chair-CEO Individual- Chevedden, J. 12.2% 54.2% 0.1% 15.7% 18.3% 81.5% 0.2%Edison International Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, J. 35.1% 39.0% 3.6% 10.2% 45.2% 50.2% 4.6%Electronic Data Systems Corp. Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, J. 33.6% 45.9% 1.7% 7.2% 41.4% 56.5% 2.2%Ford Motor Company Shareholder Right to Call Special Meeting Individual- Chevedden, J. 13.9% 63.0% 1.0% 13.9% 17.8% 80.9% 1.3%General Dynamics Corporation Shareholder Right to Call Special Meeting Individual- Chevedden, J. 26.1% 57.8% 1.9% 7.3% 30.4% 67.3% 2.3%

> 37





General Motors Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, J. 21.5% 42.9% 3.0% 15.2% 31.9% 63.6% 4.4%Home Depot, Inc. Shareholder Right to Call Special Meeting Individual- Chevedden, J. 24.5% 38.0% 3.1% 21.1% 37.4% 58.0% 4.7%Lear Corporation Supermajority Provisions- Eliminate or Reduce Individual- Chevedden, J. 72.9% 9.7% 0.1% 5.7% 88.2% 11.8% 0.1%Lockheed Martin Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, J. 35.3% 41.8% 7.9% 6.8% 41.5% 49.2% 9.3%Lowe’s Companies, Inc. Supermajority Provisions- Eliminate or Reduce Individual- Chevedden, J. 56.0% 23.2% 1.0% 12.3% 69.9% 28.9% 1.2%Oshkosh Corporation Poison Pill- Redeem or Vote On Individual- Chevedden, J. 64.0% 11.9% 0.5% 14.6% 83.9% 15.5% 0.6%PACCAR Inc Supermajority Provisions- Eliminate or Reduce Individual- Chevedden, J. 34.4% 49.6% 1.0% 7.1% 40.5% 58.3% 1.2%Southwest Airlines Co. Board- Majority Vote to Elect Directors Individual- Chevedden, J. 55.4% 25.1% 1.1% 10.8% 67.9% 30.7% 1.3%Whirlpool Corporation Supermajority Provisions- Eliminate or Reduce Individual- Chevedden, J. 62.8% 16.0% 0.9% 9.3% 78.8% 20.1% 1.1%Bank of America Corporation Shareholder Right to Call Special Meeting Individual- Chevedden, R. 29.5% 37.0% 1.6% 18.8% 43.3% 54.3% 2.4%Boeing Company Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, R. 32.1% 36.6% 4.4% 15.4% 43.9% 50.1% 6.0%Citigroup Inc. Board- Independent Board Chairman/Separate Chair-CEO Individual- Chevedden, R. 11.1% 49.4% 3.5% 20.0% 17.3% 77.2% 5.5%Eastman Chemical Company Repeal Classified Board Individual- Chevedden, R. 45.8% 32.4% 1.0% 7.5% 57.9% 40.9% 1.3%FirstEnergy Corp. Supermajority Provisions- Eliminate or Reduce Individual- Chevedden, R. 59.6% 15.9% 1.6% 8.6% 77.3% 20.6% 2.1%Ford Motor Company Eliminate Dual Class Stock Individual- Chevedden, R. 20.6% 55.0% 2.3% 13.9% 26.4% 70.7% 2.9%General Motors Corporation Cumulative Voting Individual- Chevedden, R. 34.3% 30.3% 2.8% 15.2% 50.9% 45.0% 4.1%PG&E Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, R. 34.2% 30.6% 1.5% 10.5% 51.5% 46.2% 2.3%Sempra Energy Executive Compensation- Advisory Vote on Executive Compensation Individual- Chevedden, R. 28.0% 41.1% 3.9% 10.8% 38.4% 56.3% 5.3%Public Service Enterprise Group Inc. Board- Establish Outside Director Qualifications Individual- Dal Pan, Je. 3.1% 72.0% 1.9% 12.1% 4.0% 93.5% 2.5%Public Service Enterprise Group Inc. Executive Compensation- Restrict or Cap Individual- Dal Pan, Jo. 4.5% 70.8% 1.7% 12.1% 5.8% 91.9% 2.3%Public Service Enterprise Group Inc. Board- Double Board Nominees Individual- Dal Pan-Dias, M. 3.6% 71.6% 1.8% 12.1% 4.7% 93.0% 2.3%Alaska Air Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation Individual- Davidge, W. 36.9% 30.2% 1.7% 11.7% 53.6% 43.9% 2.5%Aetna Inc. Cumulative Voting Individual- Davis, E. 35.9% 46.5% 1.1% 6.0% 43.0% 55.7% 1.3%American Express Company Cumulative Voting Individual- Davis, E. 18.4% 53.6% 1.3% 13.0% 25.1% 73.1% 1.8%Bank of America Corporation Executive Compensation- Abolish Stock Options Individual- Davis, E. 2.9% 63.7% 1.5% 18.8% 4.2% 93.6% 2.2%Bank of New York Mellon Corp. Cumulative Voting Individual- Davis, E. 27.8% 45.4% 1.1% 10.7% 37.4% 61.1% 1.5%Becton, Dickinson & Company Cumulative Voting Individual- Davis, E. 29.2% 52.4% 0.9% 8.3% 35.4% 63.5% 1.1%Boston Properties, Inc. Repeal Classified Board Individual- Davis, E. 73.3% 11.0% 0.9% 5.1% 86.1% 12.9% 1.0%Bristol-Myers Squibb Company Executive Compensation- Disclose Individual- Davis, E. 7.1% 64.8% 1.4% 14.6% 9.8% 88.3% 1.9%Comcast Corporation Executive Compensation- Disclose Individual- Davis, E. 3.1% 78.2% 0.9% 7.1% 3.7% 95.2% 1.1%Consolidated Edison, Inc. Executive Compensation- Disclose Individual- Davis, E. 7.8% 47.1% 2.0% 25.3% 13.7% 82.7% 3.5%Fed. Ntl. Mortgage Assoc. (Fannie Mae) Cumulative Voting Individual- Davis, E. 36.1% 43.6% 0.8% 8.8% 44.8% 54.2% 1.0%Ford Motor Company Executive Compensation- Abolish Stock Options Individual- Davis, E. 4.4% 72.5% 0.9% 13.9% 5.6% 93.2% 1.2%General Electric Company Cumulative Voting Individual- Davis, E. 23.2% 42.7% 1.2% 17.6% 34.6% 63.6% 1.9%Goldman Sachs Group, Inc. Executive Compensation- Abolish Stock Options Individual- Davis, E. 0.9% 67.1% 2.8% 19.0% 1.3% 94.7% 4.0%International Business Machines Corp. Cumulative Voting Individual- Davis, E. 25.3% 41.1% 1.7% 15.6% 37.1% 60.4% 2.5%Lockheed Martin Corporation Executive Compensation- Disclose Individual- Davis, E. 5.3% 78.1% 1.6% 6.8% 6.2% 91.9% 1.9%Loews Corporation Cumulative Voting Individual- Davis, E. 22.4% 60.8% 0.8% 6.8% 26.7% 72.4% 0.9%Merrill Lynch & Co., Inc. Cumulative Voting Individual- Davis, E. 19.5% 50.1% 1.0% 14.5% 27.6% 71.0% 1.4%NYSE Euronext Allow for Issuance of Physical Stock Certificates Individual- Davis, E. 6.4% 41.1% 2.4% 19.8% 12.8% 82.5% 4.8%Pfizer Inc. Executive Compensation- Abolish Stock Options Individual- Davis, E. 4.6% 63.1% 1.3% 16.3% 6.6% 91.4% 1.9%Safeway Inc. Cumulative Voting Individual- Davis, E. 26.2% 54.3% 0.9% 5.8% 32.2% 66.7% 1.1%Saks Incorporated Cumulative Voting Individual- Davis, E. 27.4% 44.9% 0.0% 15.1% 37.9% 62.1% 0.1%Verizon Communications Inc. Executive Compensation- Abolish Stock Options Individual- Davis, E. 6.0% 64.3% 1.8% 13.5% 8.3% 89.2% 2.5%WGL Holdings, Inc. Cumulative Voting Individual- Davis, E. 26.4% 31.3% 0.6% 24.1% 45.2% 53.8% 1.0%Alaska Air Group, Inc. Cumulative Voting Individual- Dayton, T. 35.2% 33.2% 0.3% 11.7% 51.2% 48.3% 0.5%Citigroup Inc. Board- Double Board Nominees Individual- Dee, R. 3.2% 55.1% 5.7% 20.0% 5.1% 86.0% 9.0%Comcast Corporation Board- Double Board Nominees Individual- Dee, R. 2.3% 78.0% 1.9% 7.1% 2.8% 94.9% 2.3%JPMorgan Chase & Co. Board- Double Board Nominees Individual- Dee, R. 2.0% 68.8% 4.7% 12.4% 2.6% 91.2% 6.2%Wachovia Corporation Board- Double Board Nominees Individual- Dee, R. 3.9% 63.4% 1.5% 17.5% 5.7% 92.2% 2.1%Anheuser-Busch Companies, Inc. Executive Compensation- Advisory Vote on Executive Compensation Individual- Filiberto, M. 30.9% 41.5% 1.7% 13.0% 41.7% 56.0% 2.3%Kimberly-Clark Corporation Cumulative Voting Individual- Filiberto, M. 33.0% 46.1% 1.0% 10.5% 41.2% 57.5% 1.3%Boeing Company Board- Independent Lead Director Individual- Finnegan, T. 27.1% 43.7% 2.3% 15.4% 37.1% 59.8% 3.1%Qwest Communications Intl. Inc. Executive Compensation- Approve/Vote on Future Golden Parachutes Individual- Floyd, H. 44.7% 37.7% 0.8% 8.6% 53.7% 45.3% 1.0%General Electric Company Executive Compensation- Recoup Bonuses if Restatement Individual- Freeda, W. 9.3% 56.5% 1.2% 17.6% 13.9% 84.2% 1.8%Citigroup Inc. Executive Compensation- Link Pay to Social Criteria Individual- Gilbert, A. 4.0% 56.0% 4.0% 20.0% 6.2% 87.5% 6.3%Kimberly-Clark Corporation Board- Establish Committee on Sustainability Individual- Haible, P. 3.4% 67.1% 9.6% 10.5% 4.3% 83.7% 12.0%Bank of America Corporation Executive Compensation- Restrict or Cap Individual- Inman, F. 4.2% 62.4% 1.4% 18.8% 6.2% 91.7% 2.1%State Street Corporation Auditors- Limit Non-Audit Fees Individual- Jorstad, P. 2.9% 70.4% 0.6% 8.2% 4.0% 95.2% 0.8%ExxonMobil Corporation Board- Establish Outside Director Qualifications Individual- Kay, S. 2.2% 62.3% 1.9% 17.6% 3.3% 93.8% 2.8%Kimberly-Clark Corporation Board- Establish Outside Director Qualifications Individual- Kay, S. 1.8% 77.1% 1.2% 10.5% 2.2% 96.2% 1.5%General Motors Corporation Executive Compensation- Award Performance Based Stock Options Individual- Lauve, J. 11.1% 53.6% 2.6% 15.2% 16.5% 79.6% 3.8%

> 38





Whole Foods Market, Inc. Board- Majority Vote to Elect Directors* Individual- McRitchie, J. 7.3% 52.7% 1.1% 23.5% 12.0% 86.3% 1.7%ExxonMobil Corporation Shareholder Return Policy Individual- Mergens, E. 3.1% 61.4% 2.0% 17.6% 4.6% 92.4% 3.0%DPL Inc. Study Spinoff/Sale of Company Individual- Moberly, D. 2.2% 62.1% 1.6% 16.3% 3.4% 94.2% 2.4%International Business Machines Corp. Executive Comp.- Exclude Pension Credits/Surplus from Comp. Calculation Individual- Mongeon, E. 29.1% 37.2% 1.8% 15.6% 42.7% 54.6% 2.7%Entergy Corporation Executive Compensation- Restrict or Cap Individual- Morse, R. 4.6% 73.5% 1.1% 7.0% 5.8% 92.8% 1.4%Medco Health Solutions, Inc. Executive Compensation- Restrict or Cap Individual- Morse, R. 2.4% 70.2% 1.1% 13.0% 3.2% 95.3% 1.5%Merck & Co., Inc. Executive Compensation- Restrict or Cap Individual- Morse, R. 2.7% 65.5% 1.4% 12.5% 3.9% 94.1% 2.1%Avista Corp. Board- Independent Board Chairman/Separate Chair-CEO Individual- Osborn, J. 27.0% 50.0% 12.6% 0.0% 30.1% 55.8% 14.1%E. I. du Pont de Nemours and Company Board- Independent Board Chairman/Separate Chair-CEO Individual- Phippen, C. 26.4% 43.6% 1.6% 13.4% 36.9% 60.8% 2.3%General Electric Company Board- Independent Board Chairman/Separate Chair-CEO Individual- Quirini, H. 20.8% 45.1% 1.2% 17.6% 31.0% 67.2% 1.8%Allstate Corporation Cumulative Voting Individual- Rossi Family 23.6% 50.5% 1.4% 10.9% 31.2% 66.9% 1.8%Allstate Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 32.0% 41.3% 2.1% 10.9% 42.4% 54.8% 2.8%Altria Group, Inc. Cumulative Voting Individual- Rossi Family 25.5% 42.9% 19.1% 0.0% 29.1% 49.0% 21.8%Altria Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation Individual- Rossi Family 24.7% 41.9% 21.0% 0.0% 28.2% 47.8% 24.0%AT&T Inc. Board- Independent Lead Director Individual- Rossi Family 26.6% 40.9% 2.1% 8.1% 38.2% 58.8% 3.0%Bank of America Corporation Cumulative Voting Individual- Rossi Family 24.4% 42.1% 1.5% 18.8% 35.9% 61.9% 2.1%Burlington Northern Santa Fe Corp. Executive Compensation- Advisory Vote on Executive Compensation Individual- Rossi Family 24.0% 47.6% 3.0% 10.7% 32.1% 63.8% 4.0%Entergy Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 43.5% 34.5% 1.2% 7.0% 54.9% 43.5% 1.6%ExxonMobil Corporation Executive Compensation- Recoup Bonuses if Restatement Individual- Rossi Family 8.0% 56.5% 1.9% 17.6% 12.1% 85.0% 2.9%FirstEnergy Corp. Shareholder Right to Call Special Meeting Individual- Rossi Family 50.6% 24.8% 1.6% 8.6% 65.7% 32.2% 2.1%Fortune Brands, Inc. Repeal Classified Board Individual- Rossi Family 53.6% 18.5% 1.2% 13.5% 73.1% 25.3% 1.6%General Motors Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 33.4% 31.2% 2.8% 15.2% 49.6% 46.3% 4.2%International Business Machines Corp. Shareholder Right to Call Special Meeting Individual- Rossi Family 37.7% 28.6% 1.8% 15.6% 55.3% 42.0% 2.7%Kimberly-Clark Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 48.3% 30.8% 1.1% 10.5% 60.2% 38.4% 1.3%Marathon Oil Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Rossi Family 31.4% 41.1% 2.8% 10.8% 41.7% 54.6% 3.8%Marathon Oil Corporation Shareholder Right to Call Special Meeting Individual- Rossi Family 51.9% 22.6% 0.9% 10.8% 68.8% 30.0% 1.1%McGraw-Hill Companies, Inc. Repeal Classified Board Individual- Rossi Family 50.4% 21.9% 1.1% 7.8% 68.7% 29.9% 1.4%Moody’s Corporation Supermajority Provisions- Eliminate or Reduce Individual- Rossi Family 31.3% 43.9% 1.5% 9.7% 40.9% 57.2% 1.9%Newmont Mining Corporation Board- Independent Board Chairman/Separate Chair-CEO Individual- Rossi Family 18.7% 51.3% 1.1% 12.1% 26.3% 72.2% 1.5%Occidental Petroleum Corp. Shareholder Right to Call Special Meeting Individual- Rossi Family 53.0% 26.8% 0.9% 7.4% 65.7% 33.2% 1.1%Pfizer Inc. Board- Independent Board Chairman/Separate Chair-CEO Individual- Rossi Family 29.0% 38.8% 1.2% 16.3% 42.0% 56.3% 1.7%PG&E Corporation Board- Independent Lead Director Individual- Rossi Family 16.1% 47.9% 2.3% 10.5% 24.2% 72.3% 3.5%UST Inc. Shareholder Right to Call Special Meeting Individual- Rossi Family 37.8% 35.3% 0.9% 11.6% 51.1% 47.7% 1.3%Whirlpool Corporation Repeal Classified Board Individual- Rossi Family 68.0% 10.8% 0.8% 9.3% 85.4% 13.6% 1.0%Fifth Third Bancorp Study Spinoff/Sale of Company Individual- Silverman, H. 5.9% 64.3% 1.2% 13.7% 8.2% 90.1% 1.6%Comcast Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Sponcer, J. 16.5% 63.6% 2.0% 7.1% 20.1% 77.4% 2.5%Bank of America Corporation Executive Compensation- Advisory Vote on Executive Compensation Individual- Steiner, K. 28.6% 35.0% 4.5% 18.8% 42.0% 51.5% 6.6%Becton, Dickinson & Company Repeal Classified Board Individual- Steiner, K. 67.9% 13.6% 1.1% 8.3% 82.3% 16.4% 1.3%Interpublic Group of Companies, Inc. Shareholder Right to Call Special Meeting Individual- Steiner, K. 40.3% 42.5% 0.9% 5.7% 48.2% 50.8% 1.1%Liz Claiborne, Inc. Supermajority Provisions- Eliminate or Reduce Individual- Steiner, K. 72.3% 8.9% 0.7% 5.7% 88.2% 10.9% 0.9%McGraw-Hill Companies, Inc. Supermajority Provisions- Eliminate or Reduce Individual- Steiner, K. 53.1% 19.1% 1.1% 7.8% 72.4% 26.1% 1.5%Merck & Co., Inc. Board- Independent Lead Director Individual- Steiner, K. 29.6% 38.5% 1.5% 12.5% 42.5% 55.3% 2.2%Motorola, Inc. Executive Compensation- Recoup Bonuses if Restatement Individual- Steiner, K. 8.1% 59.6% 7.4% 15.1% 10.8% 79.4% 9.8%Sprint Nextel Corporation Shareholder Right to Call Special Meeting Individual- Steiner, K. 32.3% 48.1% 0.8% 7.8% 39.8% 59.2% 1.0%Staples, Inc. Shareholder Right to Call Special Meeting Individual- Steiner, K. 54.1% 26.1% 0.9% 8.6% 66.7% 32.2% 1.1%Wyeth Executive Compensation- Recoup Bonuses if Restatement Individual- Steiner, K. 7.2% 67.9% 1.2% 10.0% 9.4% 89.1% 1.5%Amgen Inc. Supermajority Provisions- Eliminate or Reduce Individual- Steiner, W. 56.3% 14.2% 1.0% 15.4% 78.7% 19.9% 1.3%Anheuser-Busch Companies, Inc. Shareholder Right to Call Special Meeting Individual- Steiner, W. 32.9% 39.8% 1.4% 13.0% 44.4% 53.6% 2.0%CVS Caremark Corporation Shareholder Right to Call Special Meeting Individual- Steiner, W. 34.3% 36.8% 2.2% 8.8% 46.8% 50.2% 3.0%Eli Lilly and Company Supermajority Provisions- Eliminate or Reduce Individual- Steiner, W. 52.6% 29.6% 1.0% 7.9% 63.2% 35.6% 1.2%General Electric Company Board- Limit Number of Directorships Individual- Steiner, W. 22.4% 42.9% 1.8% 17.6% 33.4% 63.9% 2.7%International Paper Company Supermajority Provisions- Eliminate or Reduce Individual- Steiner, W. 11.1% 68.6% 0.8% 7.9% 13.8% 85.2% 1.0%Merck & Co., Inc. Shareholder Right to Call Special Meeting Individual- Steiner, W. 39.2% 29.0% 1.5% 12.5% 56.3% 41.6% 2.1%RR Donnelley & Sons Company Shareholder Right to Call Special Meeting Individual- Steiner, W. 35.4% 47.6% 1.7% 6.1% 41.8% 56.2% 2.0%Wal-Mart Stores, Inc. Shareholder Right to Call Special Meeting Individual- Steiner, W. 13.0% 71.8% 1.5% 6.8% 15.1% 83.2% 1.7%Ford Motor Company Executive Compensation- Restrict or Cap Individual- Thrower, W. 5.0% 72.0% 0.9% 13.9% 6.4% 92.4% 1.1%Coca-Cola Company Board- Establish Committee on Human Rights Individual- Wardlaw III, W. 2.5% 64.5% 7.8% 13.1% 3.3% 86.2% 10.5%Allegheny Energy, Inc. Executive Compensation- Advisory Vote on Executive Compensation Individual- Whalen, R. 25.4% 37.6% 6.5% 11.0% 36.5% 54.1% 9.4%Ashland Inc. Board- Majority Vote to Elect Directors* Laborers 52.1% 29.8% 1.5% 7.2% 62.5% 35.7% 1.8%D.R. Horton, Inc. Executive Compensation- Link Pay to Performance Laborers 24.6% 51.6% 1.1% 11.1% 31.8% 66.8% 1.5%KB Home Executive Compensation- Link Pay to Performance Laborers 24.0% 56.6% 4.7% 11.2% 28.2% 66.3% 5.5%Lennar Corporation Executive Compensation- Link Pay to Performance Laborers 2.3% 84.5% 0.2% 7.0% 2.6% 97.1% 0.3%

> 39





Lowe's Companies, Inc. Executive Compensation- Link Pay to Performance Laborers 14.8% 63.3% 2.0% 12.3% 18.5% 79.0% 2.5%Nabors Industries Ltd. Executive Compensation- Link Pay to Performance Laborers 22.2% 49.9% 0.9% 14.0% 30.4% 68.4% 1.2%Pulte Homes, Inc. Executive Compensation- Award Performance Based Stock Options Laborers 31.9% 40.2% 2.7% 11.0% 42.6% 53.8% 3.6%Simon Property Group, Inc. Executive Compensation- Link Pay to Social Criteria Laborers 26.7% 42.4% 1.8% 7.5% 37.6% 59.8% 2.5%Walgreen Co. Board- Independent Board Chairman/Separate Chair-CEO Laborers 24.0% 44.0% 1.3% 21.5% 34.7% 63.5% 1.8%Wal-Mart Stores, Inc. Executive Compensation- Link Pay to Performance Laborers 10.9% 74.4% 0.9% 6.8% 12.7% 86.3% 1.0%Weyerhaeuser Company Board- Independent Board Chairman/Separate Chair-CEO Laborers 32.9% 46.8% 0.9% 8.6% 40.8% 58.1% 1.1%Arkansas Best Corporation Repeal Classified Board LongView 68.9% 12.0% 1.3% 10.1% 83.9% 14.6% 1.5%Chesapeake Corporation Repeal Classified Board LongView 64.9% 10.9% 12.4% 0.0% 73.6% 12.3% 14.1%Federal Signal Corporation Executive Compensation- Approve/Vote on Future Golden Parachutes LongView 54.5% 15.2% 0.5% 9.4% 77.6% 21.7% 0.7%Invacare Corporation Board- Majority Vote to Elect Directors LongView 49.3% 41.0% 0.2% 4.9% 54.4% 45.3% 0.3%Lennar Corporation Board- Establish Committee on Mortgage Lending Operations LongView 0.6% 86.2% 0.3% 7.0% 0.7% 99.0% 0.3%Lexmark International, Inc. Executive Compensation- Advisory Vote on Executive Compensation LongView 43.0% 28.8% 1.4% 8.6% 58.7% 39.4% 1.9%M.D.C. Holdings, Inc. Board- Establish Committee on Mortgage Lending Operations LongView 2.4% 74.3% 0.1% 11.7% 3.2% 96.6% 0.2%Tenet Healthcare Corporation Executive Compensation- Advisory Vote on Executive Compensation LongView 21.4% 38.5% 15.9% 15.0% 28.2% 50.9% 21.0%Wal-Mart Stores, Inc. Executive Compensation- Advisory Vote on Executive Compensation LongView 14.4% 69.4% 2.4% 6.8% 16.7% 80.5% 2.8%Capital One Financial Corp. Executive Compensation- Advisory Vote on Executive Compensation Marianists 24.8% 46.8% 3.0% 11.0% 33.3% 62.7% 4.0%Boeing Company Executive Compensation- Approve/Vote on Future Golden Parachutes National Legal and Policy Center 26.3% 42.8% 3.9% 15.4% 36.0% 58.6% 5.4%ExxonMobil Corporation Executive Compensation- Advisory Vote on Executive Compensation Needmor Fund 25.5% 37.2% 3.7% 17.6% 38.4% 55.9% 5.6%Occidental Petroleum Corp. Executive Compensation- Advisory Vote on Executive Compensation Needmor Fund 34.4% 43.0% 3.3% 7.4% 42.6% 53.3% 4.1%HCC Insurance Holdings, Inc. Board- Majority Vote-Shareholder Committee New York City Pension Funds 17.4% 66.4% 0.2% 5.6% 20.8% 79.0% 0.3%Belo Corp. Repeal Classified Board New York City Pension Funds 21.6% 67.5% 1.1% 3.4% 24.0% 74.8% 1.2%Chesapeake Corporation Executive Compensation- Link Pay to Performance New York City Pension Funds 18.0% 57.8% 12.4% 0.0% 20.4% 65.6% 14.1%Clear Channel Communications, Inc. Board- Increase Compensation Committee Independence New York City Pension Funds N/A N/A N/A N/A N/A N/A N/AHome Depot, Inc. Executive Compensation- Advisory Vote on Executive Compensation New York City Pension Funds 26.0% 35.7% 4.0% 21.1% 39.6% 54.4% 6.1%Newport Corporation Repeal Classified Board New York City Pension Funds 37.7% 34.0% 0.2% 21.4% 52.5% 47.3% 0.3%Southwest Airlines Co. Board- Increase Compensation Committee Independence New York City Pension Funds 28.0% 52.3% 1.1% 10.8% 34.4% 64.3% 1.4%Spectrum Brands, Inc. Repeal Classified Board New York City Pension Funds N/A N/A N/A N/A N/A N/A N/ASuperior Industries International, Inc. Board- Majority Vote to Elect Directors* New York City Pension Funds 29.0% 48.0% 2.1% 10.8% 36.6% 60.7% 2.7%Tenet Healthcare Corporation Executive Compensation- Link Pay to Performance New York City Pension Funds 11.8% 63.0% 1.0% 15.0% 15.5% 83.2% 1.3%ExxonMobil Corporation Executive Compensation- Link Pay to Social Criteria NorthStar Asset Management 6.9% 56.7% 2.8% 17.6% 10.4% 85.4% 4.2%Hain Celestial Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation NorthStar Asset Management 33.1% 39.5% 7.7% 12.6% 41.2% 49.2% 9.6%Clear Channel Communications, Inc. Board- Majority Vote-Shareholder Committee Not Disclosed N/A N/A N/A N/A N/A N/A N/ADow Chemical Company Executive Compensation- Link Pay to Performance Not Disclosed 19.2% 53.4% 2.1% 12.5% 25.7% 71.5% 2.8%Invacare Corporation Repeal Classified Board Not Disclosed 53.8% 36.6% 0.3% 4.9% 59.3% 40.4% 0.3%Texas Instruments Incorporated Board- Establish Outside Director Qualifications Not Disclosed 1.7% 68.6% 1.0% 15.3% 2.4% 96.2% 1.4%Caterpillar Inc. Repeal Classified Board RAM Trust 48.5% 21.4% 2.1% 16.3% 67.4% 29.7% 2.9%ExxonMobil Corporation Board- Independent Board Chairman/Separate Chair-CEO RAM Trust 25.5% 39.0% 1.8% 17.6% 38.4% 58.8% 2.8%Bank of America Corporation Board- Redefine "Independent" Board Chairman SEIU 25.1% 41.5% 1.5% 18.8% 36.8% 61.0% 2.2%General Growth Properties, Inc. Repeal Classified Board SEIU 64.3% 20.1% 0.7% 7.0% 75.5% 23.6% 0.8%JPMorgan Chase & Co. Executive Compensation- Advisory Vote on Executive Compensation SEIU 27.6% 42.9% 4.9% 12.4% 36.6% 56.9% 6.5%Northrop Grumman Corporation Executive Compensation- Advisory Vote on Executive Compensation SEIU 33.1% 47.3% 3.1% 7.0% 39.6% 56.7% 3.7%Washington Mutual, Inc. Board- Independent Board Chairman/Separate Chair-CEO SEIU 30.8% 28.4% 0.8% 20.4% 51.3% 47.3% 1.4%Wells Fargo & Company Board- Independent Board Chairman/Separate Chair-CEO SEIU 21.2% 53.6% 2.1% 10.6% 27.6% 69.8% 2.7%Kellogg Company Board- Majority Vote to Elect Directors* Sheet Metal Workers 22.5% 59.5% 0.8% 7.7% 27.2% 71.9% 1.0%Kohl’s Corporation Executive Compensation- Link Pay to Performance Sheet Metal Workers 25.4% 57.2% 1.7% 6.1% 30.1% 67.9% 2.0%Loews Corporation Executive Compensation- Link Pay to Performance Sheet Metal Workers 20.3% 62.4% 1.2% 6.8% 24.1% 74.4% 1.5%Pulte Homes, Inc. Board- Majority Vote to Elect Directors* Sheet Metal Workers 33.1% 39.1% 2.7% 11.0% 44.2% 52.2% 3.6%Torchmark Corporation Executive Compensation- Link Pay to Performance Sheet Metal Workers 19.5% 51.7% 1.6% 7.7% 26.7% 71.1% 2.2%AT&T Inc. Executive Comp.- Exclude Pension Credits/Surplus from Comp. Calculation SNET Retirees Association 31.0% 36.7% 2.0% 8.1% 44.5% 52.6% 2.9%A. Schulman, Inc. Study Spinoff/Sale of Company Starboard Value & Opportunity Fund 28.8% 57.7% 0.4% 10.7% 33.1% 66.4% 0.5%Allergan, Inc. Executive Compensation- Link Pay to Performance Teamsters 24.8% 58.2% 0.8% 5.2% 29.6% 69.5% 0.9%Coca-Cola Company Board- Independent Board Chairman/Separate Chair-CEO Teamsters 20.7% 53.0% 1.1% 13.1% 27.6% 70.9% 1.4%Coca-Cola Enterprises Inc. Executive Compensation- Approve/Vote on Future Golden Parachutes Teamsters 30.0% 61.8% 0.5% 2.4% 32.5% 66.9% 0.5%Comcast Corporation Cumulative Voting Teamsters 23.8% 57.6% 0.7% 7.1% 29.0% 70.1% 0.9%Con-Way Inc. Repeal Classified Board Teamsters 53.0% 33.9% 1.2% 6.3% 60.2% 38.5% 1.4%Kroger Co. Executive Compensation- Link Pay to Performance Teamsters 29.7% 48.2% 2.3% 6.8% 37.0% 60.1% 2.8%Johnson & Johnson Executive Compensation- Advisory Vote on Executive Compensation TIAA-CREF 29.7% 36.5% 3.2% 16.4% 42.8% 52.6% 4.6%PepsiCo, Inc. Executive Compensation- Advisory Vote on Executive Compensation TIAA-CREF 28.1% 37.7% 3.2% 15.0% 40.7% 54.7% 4.6%JCPenney Company, Inc. Executive Compensation- Approve/Vote on Future Golden Parachutes Trowel Trades S&P Index Fund 53.7% 20.8% 1.2% 9.1% 70.9% 27.5% 1.6%KB Home Executive Compensation- Approve/Vote on Future Golden Parachutes Trowel Trades S&P Index Fund 49.8% 30.6% 4.9% 11.2% 58.4% 35.9% 5.7%Pulte Homes, Inc. Repeal Classified Board Trowel Trades S&P Index Fund 47.0% 25.1% 2.7% 11.0% 62.9% 33.5% 3.6%

> 40





Allegheny Technologies Inc. Board- Majority Vote to Elect Directors UBCJA 36.8% 40.1% 1.2% 8.2% 47.1% 51.4% 1.5%AT&T Inc. Executive Comp.- Approve, Disclose or Limit Supplemental Retirement Plans UBCJA 24.0% 43.0% 2.6% 8.1% 34.5% 61.8% 3.7%Black & Decker Corporation Executive Comp.- Approve, Disclose or Limit Supplemental Retirement Plans UBCJA 31.6% 39.1% 10.3% 8.7% 39.0% 48.3% 12.8%Caterpillar Inc. Board- Majority Vote to Elect Directors* UBCJA 30.4% 39.4% 2.2% 16.3% 42.2% 54.7% 3.1%Convergys Corporation Board- Majority Vote to Elect Directors* UBCJA 29.3% 19.5% 2.7% 12.5% 57.0% 37.9% 5.2%Equifax Inc. Board- Majority Vote to Elect Directors UBCJA 51.4% 30.7% 1.2% 8.6% 61.7% 36.9% 1.4%FirstEnergy Corp. Board- Majority Vote to Elect Directors UBCJA 54.0% 21.4% 1.6% 8.6% 70.1% 27.8% 2.1%Home Depot, Inc. Executive Compensation- Link Pay to Performance UBCJA 19.6% 43.8% 2.2% 21.1% 29.9% 66.7% 3.4%Honeywell International Inc. Executive Compensation- Link Pay to Performance UBCJA 27.8% 49.1% 1.2% 11.1% 35.6% 62.8% 1.5%Kohl’s Corporation Board- Majority Vote to Elect Directors* UBCJA 38.7% 44.7% 0.9% 6.1% 45.9% 53.1% 1.0%Newmont Mining Corporation Board- Majority Vote to Elect Directors* UBCJA 32.2% 37.7% 1.1% 12.1% 45.4% 53.1% 1.5%Nucor Corporation Board- Majority Vote to Elect Directors* UBCJA 35.7% 40.9% 1.0% 9.5% 46.0% 52.7% 1.3%Occidental Petroleum Corp. Executive Compensation- Link Pay to Performance UBCJA 25.6% 52.9% 2.2% 7.4% 31.7% 65.6% 2.7%PACCAR Inc Board- Majority Vote to Elect Directors UBCJA 34.4% 49.7% 1.0% 7.1% 40.4% 58.5% 1.1%RadioShack Corporation Board- Majority Vote to Elect Directors UBCJA 75.2% 3.1% 2.9% 0.0% 92.6% 3.8% 3.6%SanDisk Corporation Board- Majority Vote to Elect Directors UBCJA 45.4% 13.9% 0.8% 23.8% 75.5% 23.2% 1.4%Sherwin-Williams Company Board- Majority Vote to Elect Directors* UBCJA 26.9% 49.3% 2.0% 11.2% 34.4% 63.1% 2.5%TJX Companies, Inc. Board- Majority Vote to Elect Directors* UBCJA 42.5% 41.2% 0.9% 6.0% 50.2% 48.8% 1.0%Vornado Realty Trust Board- Majority Vote to Elect Directors UBCJA 48.9% 26.5% 0.6% 9.5% 64.4% 34.8% 0.8%Wells Fargo & Company Executive Compensation- Link Pay to Performance UBCJA 17.8% 57.0% 2.1% 10.6% 23.1% 74.2% 2.7%Valero Energy Corporation Executive Compensation- Advisory Vote on Executive Compensation Unitarian Universalist Association 31.5% 27.2% 15.6% 14.1% 42.4% 36.6% 21.0%Abbott Laboratories Executive Compensation- Advisory Vote on Executive Compensation Unitarian Universalist Association 27.8% 47.2% 2.7% 10.5% 35.8% 60.8% 3.4%Eastman Kodak Company Board- Majority Vote to Elect Directors* United Association S&P 500 Index Fund 45.7% 28.4% 2.0% 10.0% 60.1% 37.3% 2.6%Marshall & Ilsley Corporation Board- Majority Vote to Elect Directors* United Association S&P 500 Index Fund 25.0% 43.3% 1.8% 13.8% 35.6% 61.7% 2.6%Entergy Corporation Executive Compensation- Advisory Vote on Executive Compensation UWA 30.1% 42.1% 7.0% 7.0% 38.0% 53.2% 8.8%UnitedHealth Group Incorporated Executive Compensation- Advisory Vote on Executive Compensation Walden Asset Management 31.9% 43.6% 3.3% 8.0% 40.5% 55.3% 4.2%General Electric Company Executive Compensation- Advisory Vote on Executive Compensation Walden Asset Management 24.7% 39.9% 2.5% 17.6% 36.8% 59.5% 3.7%Goldman Sachs Group, Inc. Executive Compensation- Advisory Vote on Executive Compensation Walden Asset Management 30.3% 36.3% 4.4% 19.0% 42.7% 51.1% 6.1%Wells Fargo & Company Executive Compensation- Advisory Vote on Executive Compensation Walden Asset Management 22.1% 51.6% 3.2% 10.6% 28.7% 67.1% 4.1%


PART 3> Management Proposals — Repeal Classified Board

> 42

fIGURE 17> Management Proposals – Repeal Classified Board, 2001 to 2008

0

10

20

30

40

50

2001

3 5 23

37

32

46

35

43

2002 2003 2004

Nu

mb

er o

f P

rop

osa

ls

2005 2006 2007 2008

> 43

fIGURE 18> Voting Results (Management Proposals – Repeal Classified Board), 2008

As Percent of Shares Outstanding As Percent of Votes Cast

Company Vote Requirement Mgt. Rec. For Against Abstain No Vote For Against Abstain

Analogic Corporation 80% of Outstanding Shares FOR 92.8% 0.5% 0.2% 0.0% 99.3% 0.5% 0.2%

Arthur J. Gallagher & Co.80% of Outstanding Shares + Two-Thirds of Disinterested Shares

FOR 88.0% 1.2% 0.1% 0.0% 98.5% 1.4% 0.1%

Axcelis Technologies, Inc. 75% of Outstanding Shares NO REC. 74.7% 5.8% 1.3% 11.5% 91.2% 7.1% 1.6%

Bank of Hawaii Corporation Majority of Outstanding Shares FOR 87.1% 2.0% 0.2% 0.0% 97.6% 2.3% 0.2%

CenterPoint Energy, Inc. Two-Thirds of Outstanding Shares FOR 82.5% 2.2% 1.2% 0.0% 96.0% 2.6% 1.4%

Charming Shoppes, Inc. 80% of Outstanding Shares FOR 91.0% 0.3% 0.1% 0.0% 99.6% 0.3% 0.1%

Cheesecake Factory Incorporated1 80% of Outstanding Shares FOR 88.5% 0.5% 0.1% 0.0% 99.3% 0.5% 0.1%

Cincinnati Bell Inc. Two-Thirds of Common and Preferred Shares + Majority of Disinterested Shares

FOR 91.1% 1.4% 0.2% 0.0% 98.2% 1.5% 0.2%

ConocoPhillips 80% of Outstanding Shares FOR 85.8% 1.2% 0.9% 0.0% 97.6% 1.4% 1.0%

Devon Energy Corp. Majority of Outstanding Shares FOR 88.4% 0.9% 0.8% 0.0% 98.1% 1.0% 0.9%

East West Bancorp, Inc. Majority of Outstanding Shares FOR 80.5% 2.7% 0.5% 0.0% 96.2% 3.2% 0.6%

Eli Lilly and Company 80% of Outstanding Shares FOR 77.3% 12.9% 0.9% 0.0% 84.8% 14.2% 1.0%

EnPro Industries, Inc. 80% of Outstanding Shares FOR 93.0% 0.2% 0.1% 0.0% 99.8% 0.2% 0.1%

First Bancorp of Puerto Rico 75% of Outstanding Shares FOR 91.4% 3.7% 0.2% 0.0% 95.9% 3.8% 0.2%

First Horizon National Corporation 80% of Outstanding Shares FOR 80.7% 3.2% 1.6% 0.0% 94.4% 3.7% 1.9%

FirstMerit Corp.Majority of Outstanding Shares + Two-Thirds of Disinterested Shares

FOR 71.8% 1.6% 0.8% 0.0% 96.8% 2.1% 1.0%

Glacier Bancorp, Inc. Majority of Outstanding Shares FOR 70.2% 1.8% 0.0% 0.0% 97.5% 2.5% 0.0%

Hess Corp. 80% of Outstanding Shares FOR 76.2% 11.5% 0.6% 0.0% 86.3% 13.0% 0.6%

Highwoods Properties, Inc. Majority of Outstanding Shares FOR 85.4% 0.4% 0.4% 0.0% 99.1% 0.4% 0.5%

Huntington Bancshares Inc. Two-Thirds of Outstanding Shares FOR 72.4% 3.0% 1.3% 0.0% 94.4% 3.9% 1.7%

IMS Health Incorporated 80% of Outstanding Shares FOR 86.6% 0.3% 0.8% 0.0% 98.8% 0.3% 0.9%

International Paper Company 80% of Outstanding Shares FOR 87.2% 0.4% 0.8% 0.0% 98.7% 0.5% 0.9%

JetBlue Airways Corporation Two-Thirds of Outstanding Shares FOR 79.7% 0.5% 0.2% 0.0% 99.1% 0.7% 0.2%

KeyCorp 75% of Outstanding Shares FOR 84.7% 1.1% 1.6% 0.0% 97.0% 1.2% 1.8%

Lennar Corporation Majority of Outstanding Shares FOR 93.7% 0.2% 0.2% 0.0% 99.6% 0.2% 0.3%

Lowe’s Companies, Inc. Majority of Outstanding Shares FOR 90.8% 0.8% 0.9% 0.0% 98.2% 0.8% 1.0%

Macerich Company Two-Thirds of Outstanding Shares FOR 90.4% 0.3% 0.1% 0.0% 99.6% 0.3% 0.1%

Marsh & McLennan Companies, Inc. Majority of Outstanding Shares FOR 87.1% 0.3% 0.9% 0.0% 98.6% 0.4% 1.0%

Mid-America Apartment Communities, Inc. Majority of Outstanding Shares FOR 91.4% 0.9% 0.1% 0.0% 98.9% 1.0% 0.1%

Nash-Finch Company 75% of Outstanding Shares FOR 88.9% 0.3% 0.2% 0.0% 99.5% 0.4% 0.2%

O’Charley’s Inc. Two-Thirds of Outstanding Shares FOR 87.9% 0.1% 0.0% 0.0% 99.8% 0.2% 0.0%

ONEOK, Inc. Majority of Outstanding Shares FOR 92.4% 0.8% 0.2% 0.0% 98.9% 0.8% 0.3%

Owens & Minor, Inc. Two-Thirds of Outstanding Shares FOR 91.3% 0.2% 0.0% 0.0% 99.7% 0.2% 0.1%

Peabody Energy Corporation 75% of Outstanding Shares FOR 79.5% 0.5% 0.9% 0.0% 98.3% 0.6% 1.1%

Phoenix Technologies Ltd. Majority of Outstanding Shares FOR 77.0% 0.1% 0.0% 16.8% 99.9% 0.1% 0.1%

RLI Corp. Majority of Outstanding Shares FOR 91.5% 0.6% 0.3% 0.0% 99.1% 0.6% 0.3%

Ruddick Corporation2 Two-Thirds of Outstanding Shares FOR 80.4% 0.1% 0.1% 0.0% 99.8% 0.1% 0.1%

South Financial Group, Inc. Two-Thirds of Outstanding Shares FOR 86.5% 5.9% 0.6% 0.0% 93.0% 6.3% 0.7%

Sterling Financial Corporation Majority of Outstanding Shares FOR 85.8% 3.2% 0.1% 0.0% 96.3% 3.5% 0.1%

Stone Energy Corporation Majority of Votes Cast FOR 87.8% 0.8% 0.0% 0.0% 99.1% 0.9% 0.0%

TCF Financial Corporation 80% of Outstanding Shares FOR 86.3% 0.8% 0.3% 0.0% 98.7% 0.9% 0.4%

Tupperware Brands Corporation3 Majority of Outstanding Shares FOR 89.9% 0.2% 0.7% 0.0% 99.0% 0.2% 0.8%

UCBH Holdings, Inc. 80% of Outstanding Shares FOR 77.1% 6.3% 0.9% 0.0% 91.5% 7.4% 1.0%

1 Bundled with Certificate Amendments to Permit Removal of Directors With or Without Cause and Elimination of Supermajority Vote Requirement2 Bundled with Fix or Change Number or Directors3 Bundled with Certificate Amendments to Permit Removal of Directors With or Without Cause


PART 4> Proxy Contests

> 46

fIGURE 19> Contested Solicitation Trend, 1981 to 2008

Company Dissident Contested Issues Winner

1st Century Bancshares, Inc. Palisair Capital Partners, LP Director ManagementA. Schulman, Inc. Ramius Capital Group LLC Directors DissidentAlaska Air Group, Inc.1 Stephen Nieman Directors ManagementASA Limited Laxey Partners Limited Directors DissidentBancorp Rhode Island, Inc. PL Capital Group Directors ManagementBassett Furniture Industries, Inc. Costa Brava Partnership III LP Directors SettledBiogen Idec Inc. Carl Icahn et al Directors ManagementBoston Financial Qualified Housing Tax Credits L.P. IV Everest Housing Investors 2, LP Consent to Remove General Partners PendingCape Fear Bank Corporation Maurice J. Koury Foundation, Inc. Directors SettledCharming Shoppes, Inc. Crescendo Partners; Myca Partners Directors SettledCliffs Natural Resources Inc. Harbinger Capital Partners Vote FOR Control Share Acquisition ManagementCohen & Steers REIT Utility Fund Inc. Western Investments LLC Directors ManagementCohen & Steers Select Utility Fund Inc. Western Investments LLC Directors ManagementCoinstar, Inc. Shamrock Activist Value Fund, LP Directors SettledCroghan Bancshares, Inc.1 Nathan G. Danziger Director Management

CSX Corporation The Childrens Investment Fund Management LLP and 3G Capital Partners, LTD

Directors Dissident

DWS Global Commodities Stock Fund, Inc.2 Western Investments LLC Directors NoneEmageon Inc. Oliver Press Partners, LLC Director SettledEnPro Industries, Inc. Steel Partners II, LP Director SettledFNB Corporation FNB Corp SH Committee Vote AGAINST Merger ManagementFootstar, Inc. Outpoint Capital LP Director ManagementFranklin Universal Trust Bulldog Investors Directors ManagementFurniture Brands International, Inc. Sun Capital Partners Directors DissidentGencor Industries, Inc. Lloyd I. Miller III Director DissidentHexcel Corporation OSS Capital Management LP Directors ManagementInSite Vision Incorporated Pinto Technology Ventures, LP Directors DissidentInsituform Technologies, Inc. Water Asset Management Directors ManagementInsured Municipal Income Fund Inc.2 Bulldog Investors Directors NoneJ. Hancock Tax-Advantaged Dividend Income Fund Western Investments LLC Directors ManagementLNB Bancorp, Inc. Shareholders for a Better Bank Amend Certificate of Incorporation; Directors Management

fIGURE 20> Contested Solicitations*, 2008

Contested Solicitations 5-Year Moving Average

328

26

24

198

1

198

2

198

3

198

4

198

5

Nu

mbe

r of

Co

nte

sted

So

licita

tion

s

198

6

198

7

198

8

198

9

199

0

199

1

199

2

199

3

199

4

199

5

199

6

199

7

199

8

199

9

200

0

200

1

200

2

200

3

200

4

200

5

200

6

200

7

200

8

20

31

28

21

36

41

35

22

16 19 19 28

29

20

30

30

40

38

37

28

23

31

46

56

0

10

20

30

40

50

60

Continued on next page

> 47

fIGURE 20> Contested Solicitations*, 2008

Company Dissident Contested Issues Winner

LocatePLUS Holdings Corporation ACE Investment Group LLC Directors ManagementLuby’s, Inc. Ramius Capital Group Directors ManagementMaxim Tep, Inc. Maxim Tep Limited Remove 3 Directors and Elect 2 New Directors PendingMedia General, Inc. Harbinger Capital Partners Directors DissidentMedQuist Inc. Costa Brava Partnership III LP Directors ManagementMFS Intermediate Income Trust2 Karpus Management, Inc. Directors None

Micrel, Incorporated Obrem CapitalRemove Existing Directors (5); Fix Board Size (6); Elect 6 Directors

Withdrawn

MMC Energy, Inc. Energy Holdings Limited LLC Directors ManagementNapster, Inc. Perry H. Rod Directors PostponedNational Fuel Gas Company New Mountain Vantage Advisers Directors SettledOffice Depot, Inc. Levitt Corporation; Woodbridge Equity Fund LLLP Directors WithdrawnPhoenix Companies, Inc. Oliver Press Partners Directors SettledPoint Blank Solutions, Inc. Steel Partners II LP Directors DissidentPrudential Bancorp, Inc., of Pennsylvania3 Joseph Stilwell Withhold Campaign ManagementQuality Systems, Inc. Ahmed Hussein Directors ManagementRackable Systems, Inc. Richard L. Leza, Jr. Directors ManagementSCPIE Holdings Inc. Joseph Stilwell Vote AGAINST Merger ManagementSierra Bancorp Patricia Childress Director ManagementSM&A Steven S. Myers Directors SettledSteak n Shake Company The Lion Fund Directors DissidentTeam Financial, Inc. Keith B. Edquist Directors SettledTVI Corporation Allen E. Bender Directors ManagementVAALCO Energy, Inc. Nanes Delorme Partners I LP Directors SettledVineyard National Bancorp Jon W. Salmanson Consent to Amend Bylaws DissidentVineyard National Bancorp Jon W. Salmanson Directors DissidentYahoo! Inc. Carl Icahn et al Directors Settled

Other Activist Campaigns, 2008**

Company Dissident Contested IssuesChico’s FAS, Inc. Spotlight Capital Management, LLC Withhold on DirectorDelta Air Lines, Inc. International Association of Machinists Vote AGAINST MergerDollar Tree, Inc. CalPERS Vote FOR Shareholder ProposalDow Chemical Company Sisters of Mercy, Regional Community of Detroit Charitable Trust Vote FOR Shareholder ProposalEli Lilly and Company CalPERS Vote FOR Shareholder ProposalExxonMobil Corporation State of Connecticut Retirement Plans Trust Funds Vote FOR Shareholder ProposalExxonMobil Corporation RAM Trust Services Vote FOR Shareholder ProposalHilb Rogal & Hobbs Company CalPERS Vote FOR Shareholder ProposalInterpublic Group of Companies, Inc. CalPERS Vote FOR Shareholder ProposalKroger Co. Catholic Healthcare West Vote FOR Shareholder ProposalLa-Z-Boy Incorporated CalPERS Vote FOR Binding Shareholder ProposalMorgan Stanley CtW Investment Group Withhold on DirectorsNorthwest Airlines Corporation International Association of Machinists Vote AGAINST MergerRowan Companies, Inc. C.R. Palmer Withhold on DirectorsSpanish Broadcasting System, Inc. Discovery Equity Partners, LP Withhold on DirectorsStandard Pacific Corp. CalPERS Vote FOR Shareholder ProposalTech Data Corporation CalPERS Vote FOR Shareholder ProposalTelephone and Data Systems, Inc. Southeastern Asset Management, Inc. Withhold on DirectorsVerizon Communications Inc. Association of BellTel Retirees Vote FOR Shareholder ProposalWashington Mutual, Inc. CtW Investment Group Withhold on Directors

1 Dissident distributed material via Internet only.

2 A quorum was not achieved and management nominees carried over.

3 The Prudential Mutual Holding Company held 60.7% of common stock outstanding.

* Contested solicitations are defined as campaigns in which dissidents distribute a separate proxy card. Also, only solicitations in which materials were filed under Section 14 of the United States Securities Exchange Act of 1934 were included. Proxy fights in foreign jurisdictions were excluded.

** Other activist campaigns include publicized disputes in which individuals attempted to influence the results of a proxy solicitation without distributing opposition proxy material.


Documents

This page intentionally left blank. · PDF file · 2017-04-18Figure 11 Votes for Proposals Related to Advisory Vote on Executive Compensation – 2004 to 2008 ... that the 2008 proxy