Annual Report of Proxy Voting Record for Management Investment Companies (n-px)
August 29 2013 - 12:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form N-PX
ANNUAL REPORT
OF PROXY VOTING RECORD OF REGISTERD MANAGEMENT INVESTMENT
COMPANY
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Investment
Company Act file number:
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811-22172
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Exact name
of registrant as specified in charter:
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World Funds Trust
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Address of
principal executive offices:
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8730 Stony Point Parkway, Suite 205
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Richmond, VA 23235
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Name and address
of agent for service:
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The Corporation
Trust Company
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1209 Orange
Street
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Wilmington,
DE 19801
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with a copy
to:
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John H. Lively
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The Law Offices
of John H. Lively & Associates, Inc.
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A member firm
of the 1940 Act Law Group
TM
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11300 Tomahawk
Creek Parkway, Suite 310
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Leawood, KS
66211
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Registrants telephone number, including area code:
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800-267-7400
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Date of fiscal
year end:
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September 30th
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Date of reporting
period:
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July 1, 2012
to June 30, 2013
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Item 1. Proxy Voting Record.
Investment Company Report
Meeting Date Range:
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01-Jul-2012 - 30-Jun-2013
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Report Date:
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09-Jul-2013
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Page 1 of
72
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Union Street Partners Value Fund
APPLE INC.
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Security:
037833100
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Agenda Number:
933725042
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Ticker:
AAPL
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Meeting
Type:
Annual
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ISIN:
US0378331005
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Meeting
Date:
27-Feb-13
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Prop. #
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Proposal
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Proposed
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Proposal Vote
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For/Against
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by
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Managements
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Recommendation
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1.
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DIRECTOR
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1 WILLIAM
CAMPBELL
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Mgmt
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No vote
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2 TIMOTHY
COOK
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Mgmt
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No vote
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3 MILLARD
DREXLER
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Mgmt
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No vote
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4 AL GORE
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Mgmt
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No vote
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5 ROBERT
IGER
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Mgmt
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No vote
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6 ANDREA
JUNG
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Mgmt
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No vote
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7 ARTHUR
LEVINSON
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Mgmt
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No vote
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8 RONALD
SUGAR
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Mgmt
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No vote
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2.
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AMENDMENT
OF APPLES RESTATED
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Mgmt
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No vote
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ARTICLES OF
INCORPORATION TO (I)
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ELIMINATE
CERTAIN LANGUAGE
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RELATING TO
TERM OF OFFICE OF
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DIRECTORS
IN ORDER TO FACILITATE
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THE ADOPTION
OF MAJORITY VOTING
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FOR ELECTION
OF DIRECTORS, (II)
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ELIMINATE
"BLANK CHECK" PREFERRED
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Investment Company Report
Meeting Date Range:
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01-Jul-2012 - 30-Jun-2013
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Report Date:
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09-Jul-2013
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Page 2 of
72
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Prop. #
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Proposal
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Proposed
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Proposal Vote
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For/Against
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by
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Managements
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Recommendation
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STOCK, (III)
ESTABLISH A PAR VALUE FOR
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COMPANYS
COMMON STOCK OF
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$0.00001 PER
SHARE AND (IV) MAKE
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OTHER CHANGES.
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3.
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RATIFICATION
OF THE APPOINTMENT OF
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Mgmt
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No vote
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ERNST &
YOUNG LLP AS THE COMPANYS
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INDEPENDENT
REGISTERED PUBLIC
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ACCOUNTING
FIRM FOR 2013.
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4.
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A NON-BINDING
ADVISORY RESOLUTION
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Mgmt
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No vote
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TO APPROVE
EXECUTIVE
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COMPENSATION.
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5.
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A SHAREHOLDER
PROPOSAL ENTITLED
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Shr
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No vote
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"EXECUTIVES
TO RETAIN SIGNIFICANT
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STOCK."
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6.
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A SHAREHOLDER
PROPOSAL ENTITLED
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Shr
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No vote
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"BOARD COMMITTEE
ON HUMAN
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RIGHTS."
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Account Number
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Custodian
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Ballot Shares
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Voted Shares
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Shares on
Loan
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Vote Date
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137202.1
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UM2
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1150
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0
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0
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Investment Company Report
Meeting Date Range:
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01-Jul-2012 - 30-Jun-2013
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Report Date:
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09-Jul-2013
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Page 3 of
72
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Union Street Partners Value Fund
AT&T INC.
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Security:
00206R102
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Agenda Number:
933744016
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Ticker:
T
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Meeting
Type:
Annual
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ISIN:
US00206R1023
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Meeting
Date:
26-Apr-13
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Prop. #
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Proposal
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Proposed
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Proposal Vote
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For/Against
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by
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Managements
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Recommendation
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1A.
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ELECTION OF
DIRECTOR: RANDALL L.
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Mgmt
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No vote
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STEPHENSON
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1B.
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ELECTION OF
DIRECTOR: GILBERT F.
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Mgmt
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No vote
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AMELIO
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1C.
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ELECTION OF
DIRECTOR: REUBEN V.
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Mgmt
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No vote
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ANDERSON
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1D.
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ELECTION OF
DIRECTOR: JAMES H.
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Mgmt
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No vote
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BLANCHARD
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1E.
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ELECTION OF
DIRECTOR: JAIME CHICO
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Mgmt
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No vote
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PARDO
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1F.
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ELECTION OF
DIRECTOR: SCOTT T. FORD
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Mgmt
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No vote
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Investment Company Report
Meeting Date Range:
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01-Jul-2012 - 30-Jun-2013
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Report Date:
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09-Jul-2013
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Page 4 of
72
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Prop. #
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Proposal
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Proposed
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Proposal Vote
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For/Against
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by
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Managements
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Recommendation
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1G.
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ELECTION OF
DIRECTOR: JAMES P.
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Mgmt
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No vote
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KELLY
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1H.
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ELECTION OF
DIRECTOR: JON C.
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Mgmt
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No vote
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MADONNA
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1I.
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ELECTION OF
DIRECTOR: MICHAEL B.
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Mgmt
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No vote
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MCCALLISTER
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1J.
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ELECTION OF
DIRECTOR: JOHN B.
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Mgmt
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No vote
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MCCOY
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1K.
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ELECTION OF
DIRECTOR: JOYCE M.
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Mgmt
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No vote
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ROCHE
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1L.
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ELECTION OF
DIRECTOR: MATTHEW K.
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Mgmt
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No vote
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ROSE
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1M.
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ELECTION OF
DIRECTOR: LAURA
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Mgmt
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No vote
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DANDREA
TYSON
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Investment Company Report
Meeting Date Range:
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01-Jul-2012 - 30-Jun-2013
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Report Date:
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09-Jul-2013
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Page 5 of
72
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Prop. #
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Proposal
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Proposed
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Proposal Vote
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For/Against
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by
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Managements
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Recommendation
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2.
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RATIFICATION
OF APPOINTMENT OF
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Mgmt
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No vote
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INDEPENDENT
AUDITORS.
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3.
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ADVISORY APPROVAL
OF EXECUTIVE
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Mgmt
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No vote
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COMPENSATION.
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4.
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APPROVE STOCK
PURCHASE AND
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Mgmt
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No vote
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DEFERRAL PLAN.
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5.
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POLITICAL
CONTRIBUTIONS REPORT.
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Shr
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No vote
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6.
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LEAD BATTERIES
REPORT.
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Shr
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No vote
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7.
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COMPENSATION
PACKAGES.
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Shr
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No vote
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8.
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INDEPENDENT
BOARD CHAIRMAN.
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Shr
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No vote
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Investment Company Report
Meeting Date Range:
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01-Jul-2012 - 30-Jun-2013
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Report Date:
|
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09-Jul-2013
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Page 6 of
72
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Account Number
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Custodian
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Ballot Shares
|
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Voted Shares
|
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Shares on
Loan
|
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Vote Date
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137202.1
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UM2
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19000
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0
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0
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Investment Company Report
Meeting Date Range:
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01-Jul-2012 - 30-Jun-2013
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Report Date:
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09-Jul-2013
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Page 7 of
72
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Union Street Partners Value Fund
BANK OF AMERICA CORPORATION
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Security:
060505104
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Agenda Number:
933759017
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Ticker:
BAC
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Meeting
Type:
Annual
|
ISIN:
US0605051046
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Meeting
Date:
08-May-13
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Prop. #
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Proposal
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Proposed
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Proposal Vote
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For/Against
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by
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Managements
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Recommendation
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1A.
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ELECTION OF
DIRECTOR: SHARON L.
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Mgmt
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No vote
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ALLEN
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1B.
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ELECTION OF
DIRECTOR: SUSAN S. BIES
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Mgmt
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No vote
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1C.
|
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ELECTION OF
DIRECTOR: JACK O.
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Mgmt
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No vote
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BOVENDER,
JR.
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1D.
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ELECTION OF
DIRECTOR: FRANK P.
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Mgmt
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No vote
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BRAMBLE, SR.
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1E.
|
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ELECTION OF
DIRECTOR: ARNOLD W.
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Mgmt
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No vote
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DONALD
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1F.
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ELECTION OF
DIRECTOR: CHARLES K.
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Mgmt
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No vote
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|
GIFFORD
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Investment Company Report
Meeting Date Range:
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01-Jul-2012 - 30-Jun-2013
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Report Date:
|
|
09-Jul-2013
|
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|
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Page 8 of
72
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Prop. #
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Proposal
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Proposed
|
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Proposal Vote
|
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For/Against
|
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|
by
|
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|
Managements
|
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|
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Recommendation
|
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1G.
|
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ELECTION OF
DIRECTOR: CHARLES O.
|
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Mgmt
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No vote
|
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HOLLIDAY,
JR.
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1H.
|
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ELECTION OF
DIRECTOR: LINDA P.
|
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Mgmt
|
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No vote
|
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HUDSON
|
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1I.
|
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ELECTION OF
DIRECTOR: MONICA C.
|
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Mgmt
|
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No vote
|
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LOZANO
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1J.
|
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ELECTION OF
DIRECTOR: THOMAS J. MAY
|
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Mgmt
|
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No vote
|
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1K.
|
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ELECTION OF
DIRECTOR: BRIAN T.
|
|
Mgmt
|
|
No vote
|
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MOYNIHAN
|
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1L.
|
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ELECTION OF
DIRECTOR: LIONEL L.
|
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Mgmt
|
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No vote
|
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|
NOWELL, III
|
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1M.
|
|
ELECTION OF
DIRECTOR: R. DAVID YOST
|
|
Mgmt
|
|
No vote
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
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Page 9 of
72
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Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
2.
|
|
AN ADVISORY
(NON-BINDING) VOTE TO
|
|
Mgmt
|
|
No vote
|
|
|
|
|
APPROVE EXECUTIVE
COMPENSATION
|
|
|
|
|
|
|
|
|
(SAY ON PAY).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
|
RATIFICATION
OF THE APPOINTMENT OF
|
|
Mgmt
|
|
No vote
|
|
|
|
|
THE REGISTERED
INDEPENDENT PUBLIC
|
|
|
|
|
|
|
|
|
ACCOUNTING
FIRM FOR 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
STOCKHOLDER
PROPOSAL - REPORT ON
|
|
Shr
|
|
No vote
|
|
|
|
|
POLITICAL
CONTRIBUTIONS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
STOCKHOLDER
PROPOSAL - PROXY
|
|
Shr
|
|
No vote
|
|
|
|
|
ACCESS.
|
|
|
|
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|
|
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|
|
|
|
|
|
6.
|
|
STOCKHOLDER
PROPOSAL - MULTIPLE
|
|
Shr
|
|
No vote
|
|
|
|
|
BOARD SERVICE.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
|
|
STOCKHOLDER
PROPOSAL - POLITICAL
|
|
Shr
|
|
No vote
|
|
|
|
|
CONTRIBUTIONS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
|
STOCKHOLDER
PROPOSAL - MORTGAGE
|
|
Shr
|
|
No vote
|
|
|
|
|
SERVICING.
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
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|
|
|
|
Page 10 of
72
|
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|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
61800
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 11 of
72
|
|
Union Street Partners Value Fund
BP P.L.C.
|
Security:
055622104
|
Agenda Number:
933773954
|
Ticker:
BP
|
Meeting
Type:
Annual
|
ISIN:
US0556221044
|
Meeting
Date:
11-Apr-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1.
|
|
TO RECEIVE
THE DIRECTORS ANNUAL
|
|
Mgmt
|
|
No vote
|
|
|
|
|
REPORT AND
ACCOUNTS.
|
|
|
|
|
|
|
|
|
|
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|
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|
|
2.
|
|
TO APPROVE
THE DIRECTORS
|
|
Mgmt
|
|
No vote
|
|
|
|
|
REMUNERATION
REPORT.
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
3.
|
|
TO RE-ELECT
MR. R W DUDLEY AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
4.
|
|
TO RE-ELECT
MR. I C CONN AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
TO RE-ELECT
DR. B GILVARY AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.
|
|
TO RE-ELECT
MR. P M ANDERSON AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 12 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
7.
|
|
TO RE-ELECT
ADMIRAL F L BOWMAN AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
|
TO RE-ELECT
MR. A BURGMANS AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.
|
|
TO RE-ELECT
MRS. C B CARROLL AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.
|
|
TO RE-ELECT
MR. G DAVID AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
|
TO RE-ELECT
MR. I E L DAVIS AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.
|
|
TO RE-ELECT
PROFESSOR DAME ANN
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DOWLING AS
A DIRECTOR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.
|
|
TO RE-ELECT
MR. B R NELSON AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 13 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
14.
|
|
TO RE-ELECT
MR. F P NHLEKO AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.
|
|
TO RE-ELECT
MR. A B SHILSTON AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.
|
|
TO RE-ELECT
MR. C-H SVANBERG AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17.
|
|
TO REAPPOINT
ERNST & YOUNG LLP AS
|
|
Mgmt
|
|
No vote
|
|
|
|
|
AUDITORS AND
AUTHORIZE THE BOARD
|
|
|
|
|
|
|
|
|
TO FIX THEIR
REMUNERATION.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S18
|
|
SPECIAL RESOLUTION:
TO GIVE LIMITED
|
|
Mgmt
|
|
No vote
|
|
|
|
|
AUTHORITY
FOR THE PURCHASE OF ITS
|
|
|
|
|
|
|
|
|
OWN SHARES
BY THE COMPANY.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.
|
|
TO GIVE LIMITED
AUTHORITY TO ALLOT
|
|
Mgmt
|
|
No vote
|
|
|
|
|
SHARES UP
TO A SPECIFIED AMOUNT.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S20
|
|
SPECIAL RESOLUTION:
TO GIVE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
AUTHORITY
TO ALLOT A LIMITED NUMBER
|
|
|
|
|
|
|
|
|
OF SHARES
FOR CASH FREE OF PRE-
|
|
|
|
|
|
|
|
|
EMPTION RIGHTS.
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 14 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
S21
|
|
SPECIAL RESOLUTION:
TO AUTHORIZE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
THE CALLING
OF GENERAL MEETINGS
|
|
|
|
|
|
|
|
|
(EXCLUDING
ANNUAL GENERAL
|
|
|
|
|
|
|
|
|
MEETINGS)
BY NOTICE OF AT LEAST 14
|
|
|
|
|
|
|
|
|
CLEAR DAYS.
|
|
|
|
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
13644
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 15 of
72
|
|
Union Street Partners Value Fund
CITIGROUP INC.
|
Security:
172967424
|
Agenda Number:
933746375
|
Ticker:
C
|
Meeting
Type:
Annual
|
ISIN:
US1729674242
|
Meeting
Date:
24-Apr-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1A.
|
|
ELECTION OF
DIRECTOR: MICHAEL L.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
CORBAT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1B.
|
|
ELECTION OF
DIRECTOR: FRANZ B.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
HUMER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1C.
|
|
ELECTION OF
DIRECTOR: ROBERT L.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
JOSS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1D.
|
|
ELECTION OF
DIRECTOR: MICHAEL E.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
ONEILL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1E.
|
|
ELECTION OF
DIRECTOR: JUDITH RODIN
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
1F.
|
|
ELECTION OF
DIRECTOR: ROBERT L.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
RYAN
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 16 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1G.
|
|
ELECTION OF
DIRECTOR: ANTHONY M.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
SANTOMERO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1H.
|
|
ELECTION OF
DIRECTOR: JOAN E. SPERO
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
1I.
|
|
ELECTION OF
DIRECTOR: DIANA L.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
TAYLOR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1J.
|
|
ELECTION OF
DIRECTOR: WILLIAM S.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
THOMPSON,
JR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1K.
|
|
ELECTION OF
DIRECTOR: ERNESTO
|
|
Mgmt
|
|
No vote
|
|
|
|
|
ZEDILLO PONCE
DE LEON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
PROPOSAL TO
RATIFY THE SELECTION
|
|
Mgmt
|
|
No vote
|
|
|
|
|
OF KPMG LLP
AS CITIS INDEPENDENT
|
|
|
|
|
|
|
|
|
REGISTERED
PUBLIC ACCOUNTING FIRM
|
|
|
|
|
|
|
|
|
FOR 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
|
ADVISORY APPROVAL
OF CITIS 2012
|
|
Mgmt
|
|
No vote
|
|
|
|
|
EXECUTIVE
COMPENSATION.
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 17 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
4.
|
|
AMENDMENT
TO THE CITIGROUP 2009
|
|
Mgmt
|
|
No vote
|
|
|
|
|
STOCK INCENTIVE
PLAN (RELATING TO
|
|
|
|
|
|
|
|
|
DIVIDEND EQUIVALENTS).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
STOCKHOLDER
PROPOSAL REQUESTING
|
|
Shr
|
|
No vote
|
|
|
|
|
THAT EXECUTIVES
RETAIN A
|
|
|
|
|
|
|
|
|
SIGNIFICANT
PORTION OF THEIR STOCK
|
|
|
|
|
|
|
|
|
UNTIL REACHING
NORMAL RETIREMENT
|
|
|
|
|
|
|
|
|
AGE.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.
|
|
STOCKHOLDER
PROPOSAL REQUESTING
|
|
Shr
|
|
No vote
|
|
|
|
|
A REPORT ON
LOBBYING AND
|
|
|
|
|
|
|
|
|
GRASSROOTS
LOBBYING
|
|
|
|
|
|
|
|
|
CONTRIBUTIONS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
|
|
STOCKHOLDER
PROPOSAL REQUESTING
|
|
Shr
|
|
No vote
|
|
|
|
|
THAT THE BOARD
INSTITUTE A POLICY
|
|
|
|
|
|
|
|
|
TO MAKE IT
MORE PRACTICAL TO DENY
|
|
|
|
|
|
|
|
|
INDEMNIFICATION
FOR DIRECTORS.
|
|
|
|
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
16600
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 18 of
72
|
|
Union Street Partners Value Fund
CUMMINS INC.
|
Security:
231021106
|
Agenda Number:
933753382
|
Ticker:
CMI
|
Meeting
Type:
Annual
|
ISIN:
US2310211063
|
Meeting
Date:
14-May-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1.
|
|
ELECTION OF
DIRECTOR: N. THOMAS
|
|
Mgmt
|
|
No vote
|
|
|
|
|
LINEBARGER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
ELECTION OF
DIRECTOR: WILLIAM I.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
MILLER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
|
ELECTION OF
DIRECTOR: ALEXIS M.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
HERMAN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
ELECTION OF
DIRECTOR: GEORGIA R.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
NELSON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
ELECTION OF
DIRECTOR: CARL WARE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
6.
|
|
ELECTION OF
DIRECTOR: ROBERT K.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
HERDMAN
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 19 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
7.
|
|
ELECTION OF
DIRECTOR: ROBERT J.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
BERNHARD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
|
ELECTION OF
DIRECTOR: DR. FRANKLIN
|
|
Mgmt
|
|
No vote
|
|
|
|
|
R. CHANG DIAZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.
|
|
ELECTION OF
DIRECTOR: STEPHEN B.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DOBBS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.
|
|
ADVISORY VOTE
TO APPROVE THE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
COMPENSATION
OF THE NAMED
|
|
|
|
|
|
|
|
|
EXECUTIVE
OFFICERS AS DISCLOSED IN
|
|
|
|
|
|
|
|
|
THE PROXY
STATEMENT.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
|
PROPOSAL TO
RATIFY THE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
APPOINTMENT
OF
|
|
|
|
|
|
|
|
|
PRICEWATERHOUSECOOPERS
LLP AS
|
|
|
|
|
|
|
|
|
AUDITORS FOR
2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.
|
|
SHAREHOLDER
PROPOSAL REGARDING
|
|
Shr
|
|
No vote
|
|
|
|
|
INDEPENDENT
BOARD CHAIR.
|
|
|
|
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
5200
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 20 of
72
|
|
Union Street Partners Value Fund
DIAGEO PLC
|
Security:
25243Q205
|
Agenda Number:
933687418
|
Ticker:
DEO
|
Meeting
Type:
Annual
|
ISIN:
US25243Q2057
|
Meeting
Date:
17-Oct-12
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1.
|
|
REPORT AND
ACCOUNTS 2012.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
DIRECTORS REMUNERATION REPORT
|
|
Mgmt
|
|
No vote
|
|
|
|
|
2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
|
DECLARATION
OF FINAL DIVIDEND.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
RE-ELECTION
OF PB BRUZELIUS AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
(AUDIT, NOMINATION &
|
|
|
|
|
|
|
|
|
REMUNERATION
COMMITTEE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
RE-ELECTION
OF LM DANON AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
(AUDIT, NOMINATION &
|
|
|
|
|
|
|
|
|
REMUNERATION
COMMITTEE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.
|
|
RE-ELECTION
OF LORD DAVIES AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
(AUDIT, NOMINATION,
|
|
|
|
|
|
|
|
|
REMUNERATION(CHAIRMAN
OF THE
|
|
|
|
|
|
|
|
|
COMMITTEE))
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 21 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
7.
|
|
RE-ELECTION
OF BD HOLDEN AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
(AUDIT, NOMINATION &
|
|
|
|
|
|
|
|
|
REMUNERATION
COMMITTEE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
|
RE-ELECTION
OF DR FB HUMER AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
(NOMINATION COMMITTEE
|
|
|
|
|
|
|
|
|
(CHAIRMAN
OF THE COMMITTEE))
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.
|
|
RE-ELECTION
OF D MAHLAN AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
(EXECUTIVE COMMITTEE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.
|
|
RE-ELECTION
OF PG SCOTT AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
(AUDIT(CHAIRMAN OF THE
|
|
|
|
|
|
|
|
|
COMMITTEE),
NOMINATION,
|
|
|
|
|
|
|
|
|
REMUNERATION
COMMITTEE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
|
RE-ELECTION
OF HT STITZER AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
(AUDIT, NOMINATION &
|
|
|
|
|
|
|
|
|
REMUNERATION
COMMITTEE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.
|
|
RE-ELECTION
OF PS WALSH AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
(EXECUTIVE
|
|
|
|
|
|
|
|
|
COMMITTEE(CHAIRMAN
OF THE
|
|
|
|
|
|
|
|
|
COMMITTEE))
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.
|
|
ELECTION OF
HO KWONPING AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
(AUDIT, NOMINATION &
|
|
|
|
|
|
|
|
|
REMUNERATION
COMMITTEE)
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 22 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
14.
|
|
ELECTION OF
IM MENEZES AS A
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTOR.
(EXECUTIVE COMMITTEE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.
|
|
RE-APPOINTMENT
OF AUDITOR.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
16.
|
|
REMUNERATION
OF AUDITOR.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
17.
|
|
AUTHORITY
TO ALLOT SHARES.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
18.
|
|
DISAPPLICATION
OF PRE-EMPTION
|
|
Mgmt
|
|
No vote
|
|
|
|
|
RIGHTS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.
|
|
AUTHORITY
TO PURCHASE OWN
|
|
Mgmt
|
|
No vote
|
|
|
|
|
ORDINARY SHARES.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.
|
|
AUTHORITY
TO MAKE POLITICAL
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DONATIONS
AND/OR TO INCUR
|
|
|
|
|
|
|
|
|
POLITICAL
EXPENDITURE IN THE EU.
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 23 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
21.
|
|
REDUCED NOTICE
OF A GENERAL
|
|
Mgmt
|
|
No vote
|
|
|
|
|
MEETING OTHER
THAN AN ANNUAL
|
|
|
|
|
|
|
|
|
GENERAL MEETING.
|
|
|
|
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
1800
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 24 of
72
|
|
Union Street Partners Value Fund
EXXON MOBIL CORPORATION
|
Security:
30231G102
|
Agenda Number:
933791243
|
Ticker:
XOM
|
Meeting
Type:
Annual
|
ISIN:
US30231G1022
|
Meeting
Date:
29-May-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1.
|
|
DIRECTOR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 M.J. BOSKIN
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 P. BRABECK-LETMATHE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 U.M. BURNS
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 L.R. FAULKNER
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 J.S. FISHMAN
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 H.H. FORE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 K.C. FRAZIER
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8 W.W. GEORGE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 S.J. PALMISANO
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 S.S REINEMUND
|
|
Mgmt
|
|
No vote
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 25 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
|
|
11 R.W. TILLERSON
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 W.C. WELDON
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 E.E. WHITACRE,
JR.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
RATIFICATION
OF INDEPENDENT
|
|
Mgmt
|
|
No vote
|
|
|
|
|
AUDITORS (PAGE
60)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
|
ADVISORY VOTE
TO APPROVE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
EXECUTIVE
COMPENSATION (PAGE 61)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
INDEPENDENT
CHAIRMAN (PAGE 63)
|
|
Shr
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
MAJORITY VOTE
FOR DIRECTORS (PAGE
|
|
Shr
|
|
No vote
|
|
|
|
|
64)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.
|
|
LIMIT DIRECTORSHIPS
(PAGE 65)
|
|
Shr
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
7.
|
|
REPORT ON
LOBBYING (PAGE 66)
|
|
Shr
|
|
No vote
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 26 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
8.
|
|
POLITICAL
CONTRIBUTIONS POLICY
|
|
Shr
|
|
No vote
|
|
|
|
|
(PAGE 67)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.
|
|
AMENDMENT
OF EEO POLICY (PAGE 69)
|
|
Shr
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
10.
|
|
REPORT ON
NATURAL GAS PRODUCTION
|
|
Shr
|
|
No vote
|
|
|
|
|
(PAGE 70)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
|
GREENHOUSE
GAS EMISSIONS GOALS
|
|
Shr
|
|
No vote
|
|
|
|
|
(PAGE 72)
|
|
|
|
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
4800
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 27 of
72
|
|
Union Street Partners Value Fund
FEDEX CORPORATION
|
Security:
31428X106
|
Agenda Number:
933677099
|
Ticker:
FDX
|
Meeting
Type:
Annual
|
ISIN:
US31428X1063
|
Meeting
Date:
24-Sep-12
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1A.
|
|
ELECTION OF
DIRECTOR: JAMES L.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
BARKSDALE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1B.
|
|
ELECTION OF
DIRECTOR: JOHN A.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
EDWARDSON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1C.
|
|
ELECTION OF
DIRECTOR: SHIRLEY ANN
|
|
Mgmt
|
|
No vote
|
|
|
|
|
JACKSON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1D.
|
|
ELECTION OF
DIRECTOR: STEVEN R.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
LORANGER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1E.
|
|
ELECTION OF
DIRECTOR: GARY W.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
LOVEMAN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1F.
|
|
ELECTION OF
DIRECTOR: R. BRAD
|
|
Mgmt
|
|
No vote
|
|
|
|
|
MARTIN
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 28 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1G.
|
|
ELECTION OF
DIRECTOR: JOSHUA
|
|
Mgmt
|
|
No vote
|
|
|
|
|
COOPER RAMO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1H.
|
|
ELECTION OF
DIRECTOR: SUSAN C.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
SCHWAB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1I.
|
|
ELECTION OF
DIRECTOR: FREDERICK W.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
SMITH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1J.
|
|
ELECTION OF
DIRECTOR: JOSHUA I.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
SMITH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1K.
|
|
ELECTION OF
DIRECTOR: DAVID P.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
STEINER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1L.
|
|
ELECTION OF
DIRECTOR: PAUL S. WALSH
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
RATIFICATION
OF INDEPENDENT
|
|
Mgmt
|
|
No vote
|
|
|
|
|
REGISTERED
PUBLIC ACCOUNTING FIRM.
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 29 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
3.
|
|
ADVISORY VOTE
TO APPROVE NAMED
|
|
Mgmt
|
|
No vote
|
|
|
|
|
EXECUTIVE
OFFICER COMPENSATION.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
STOCKHOLDER
PROPOSAL REGARDING
|
|
Shr
|
|
No vote
|
|
|
|
|
INDEPENDENT
BOARD CHAIRMAN.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
STOCKHOLDER
PROPOSAL REGARDING
|
|
Shr
|
|
No vote
|
|
|
|
|
POLITICAL
CONTRIBUTIONS REPORT.
|
|
|
|
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
4000
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 30 of
72
|
|
Union Street Partners Value Fund
FORD MOTOR COMPANY
|
Security:
345370860
|
Agenda Number:
933751720
|
Ticker:
F
|
Meeting
Type:
Annual
|
ISIN:
US3453708600
|
Meeting
Date:
09-May-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1A.
|
|
ELECTION OF
DIRECTOR: STEPHEN G.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
BUTLER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1B.
|
|
ELECTION OF
DIRECTOR: KIMBERLY A.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
CASIANO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1C.
|
|
ELECTION OF
DIRECTOR: ANTHONY F.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
EARLEY, JR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1D.
|
|
ELECTION OF
DIRECTOR: EDSEL B. FORD
|
|
Mgmt
|
|
No vote
|
|
|
|
|
II
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1E.
|
|
ELECTION OF
DIRECTOR: WILLIAM CLAY
|
|
Mgmt
|
|
No vote
|
|
|
|
|
FORD, JR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1F.
|
|
ELECTION OF
DIRECTOR: RICHARD A.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
GEPHARDT
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 31 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1G.
|
|
ELECTION OF
DIRECTOR: JAMES H.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
HANCE, JR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1H.
|
|
ELECTION OF
DIRECTOR: WILLIAM W.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
HELMAN IV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1I.
|
|
ELECTION OF
DIRECTOR: JON M.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
HUNTSMAN,
JR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1J.
|
|
ELECTION OF
DIRECTOR: RICHARD A.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
MANOOGIAN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1K.
|
|
ELECTION OF
DIRECTOR: ELLEN R.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
MARRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1L.
|
|
ELECTION OF
DIRECTOR: ALAN MULALLY
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
1M.
|
|
ELECTION OF
DIRECTOR: HOMER A.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
NEAL
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 32 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1N.
|
|
ELECTION OF
DIRECTOR: GERALD L.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
SHAHEEN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1O.
|
|
ELECTION OF
DIRECTOR: JOHN L.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
THORNTON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
RATIFICATION
OF SELECTION OF
|
|
Mgmt
|
|
No vote
|
|
|
|
|
INDEPENDENT
REGISTERED PUBLIC
|
|
|
|
|
|
|
|
|
ACCOUNTING
FIRM.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
|
SAY ON PAY
- AN ADVISORY VOTE TO
|
|
Mgmt
|
|
No vote
|
|
|
|
|
APPROVE THE
COMPENSATION OF THE
|
|
|
|
|
|
|
|
|
NAMED EXECUTIVES.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
APPROVAL OF
THE TERMS OF THE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
COMPANYS
ANNUAL INCENTIVE
|
|
|
|
|
|
|
|
|
COMPENSATION
PLAN.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
APPROVAL OF
THE TERMS OF THE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
COMPANYS
2008 LONG-TERM INCENTIVE
|
|
|
|
|
|
|
|
|
PLAN.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.
|
|
APPROVAL OF
THE TAX BENEFIT
|
|
Mgmt
|
|
No vote
|
|
|
|
|
PRESERVATION
PLAN.
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 33 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
7.
|
|
RELATING TO
CONSIDERATION OF A
|
|
Shr
|
|
No vote
|
|
|
|
|
RECAPITALIZATION
PLAN TO PROVIDE
|
|
|
|
|
|
|
|
|
THAT ALL OF
THE COMPANYS
|
|
|
|
|
|
|
|
|
OUTSTANDING
STOCK HAVE ONE VOTE
|
|
|
|
|
|
|
|
|
PER SHARE.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
|
RELATING TO
ALLOWING HOLDERS OF
|
|
Shr
|
|
No vote
|
|
|
|
|
10% OF OUTSTANDING
COMMON STOCK
|
|
|
|
|
|
|
|
|
TO CALL SPECIAL
MEETING OF
|
|
|
|
|
|
|
|
|
SHAREHOLDERS.
|
|
|
|
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
56950
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 34 of
72
|
|
Union Street Partners Value Fund
GENERAL ELECTRIC COMPANY
|
Security:
369604103
|
Agenda Number:
933750196
|
Ticker:
GE
|
Meeting
Type:
Annual
|
ISIN:
US3696041033
|
Meeting
Date:
24-Apr-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
A1
|
|
ELECTION OF
DIRECTOR: W. GEOFFREY
|
|
Mgmt
|
|
No vote
|
|
|
|
|
BEATTIE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A2
|
|
ELECTION OF
DIRECTOR: JOHN J.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
BRENNAN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A3
|
|
ELECTION OF
DIRECTOR: JAMES I. CASH,
|
|
Mgmt
|
|
No vote
|
|
|
|
|
JR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A4
|
|
ELECTION OF
DIRECTOR: FRANCISCO
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DSOUZA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A5
|
|
ELECTION OF
DIRECTOR: MARIJN E.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DEKKERS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A6
|
|
ELECTION OF
DIRECTOR: ANN M. FUDGE
|
|
Mgmt
|
|
No vote
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 35 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
A7
|
|
ELECTION OF
DIRECTOR: SUSAN
|
|
Mgmt
|
|
No vote
|
|
|
|
|
HOCKFIELD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A8
|
|
ELECTION OF
DIRECTOR: JEFFREY R.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
IMMELT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A9
|
|
ELECTION OF
DIRECTOR: ANDREA JUNG
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
A10
|
|
ELECTION OF
DIRECTOR: ROBERT W.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
LANE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A11
|
|
ELECTION OF
DIRECTOR: RALPH S.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
LARSEN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A12
|
|
ELECTION OF
DIRECTOR: ROCHELLE B.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
LAZARUS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A13
|
|
ELECTION OF
DIRECTOR: JAMES J.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
MULVA
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 36 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
A14
|
|
ELECTION OF
DIRECTOR: MARY L.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
SCHAPIRO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A15
|
|
ELECTION OF
DIRECTOR: ROBERT J.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
SWIERINGA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A16
|
|
ELECTION OF
DIRECTOR: JAMES S.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
TISCH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A17
|
|
ELECTION OF
DIRECTOR: DOUGLAS A.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
WARNER III
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B1
|
|
ADVISORY APPROVAL
OF OUR NAMED
|
|
Mgmt
|
|
No vote
|
|
|
|
|
EXECUTIVES COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B2
|
|
RATIFICATION
OF SELECTION OF
|
|
Mgmt
|
|
No vote
|
|
|
|
|
INDEPENDENT
REGISTERED PUBLIC
|
|
|
|
|
|
|
|
|
ACCOUNTING
FIRM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C1
|
|
CESSATION
OF ALL STOCK OPTIONS AND
|
|
Shr
|
|
No vote
|
|
|
|
|
BONUSES
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 37 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
C2
|
|
DIRECTOR TERM
LIMITS
|
|
Shr
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
C3
|
|
INDEPENDENT
CHAIRMAN
|
|
Shr
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
C4
|
|
RIGHT TO ACT
BY WRITTEN CONSENT
|
|
Shr
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
C5
|
|
EXECUTIVES
TO RETAIN SIGNIFICANT
|
|
Shr
|
|
No vote
|
|
|
|
|
STOCK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C6
|
|
MULTIPLE CANDIDATE
ELECTIONS
|
|
Shr
|
|
No vote
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
25800
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 38 of
72
|
|
Union Street Partners Value Fund
HEWLETT-PACKARD COMPANY
|
Security:
428236103
|
Agenda Number:
933731615
|
Ticker:
HPQ
|
Meeting
Type:
Annual
|
ISIN:
US4282361033
|
Meeting
Date:
20-Mar-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1A.
|
|
ELECTION OF
DIRECTOR: M.L.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
ANDREESSEN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1B.
|
|
ELECTION OF
DIRECTOR: S. BANERJI
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
1C.
|
|
ELECTION OF
DIRECTOR: R.L. GUPTA
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
1D.
|
|
ELECTION OF
DIRECTOR: J.H.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
HAMMERGREN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1E.
|
|
ELECTION OF
DIRECTOR: R.J. LANE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
1F.
|
|
ELECTION OF
DIRECTOR: A.M.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
LIVERMORE
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 39 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1G.
|
|
ELECTION OF
DIRECTOR: G.M. REINER
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
1H.
|
|
ELECTION OF
DIRECTOR: P.F. RUSSO
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
1I.
|
|
ELECTION OF
DIRECTOR: G.K.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
THOMPSON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1J.
|
|
ELECTION OF
DIRECTOR: M.C. WHITMAN
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
1K.
|
|
ELECTION OF
DIRECTOR: R.V.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
WHITWORTH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
RATIFICATION
OF THE APPOINTMENT OF
|
|
Mgmt
|
|
No vote
|
|
|
|
|
THE INDEPENDENT
REGISTERED PUBLIC
|
|
|
|
|
|
|
|
|
ACCOUNTING
FIRM FOR THE FISCAL
|
|
|
|
|
|
|
|
|
YEAR ENDING
OCTOBER 31, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
|
ADVISORY VOTE
ON EXECUTIVE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
COMPENSATION.
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 40 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
4.
|
|
AMEND HPS
AMENDED AND RESTATED
|
|
Mgmt
|
|
No vote
|
|
|
|
|
BYLAWS TO
PERMIT STOCKHOLDER
|
|
|
|
|
|
|
|
|
PROXY ACCESS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
APPROVAL OF
THE SECOND AMENDED
|
|
Mgmt
|
|
No vote
|
|
|
|
|
AND RESTATED
HEWLETT-PACKARD
|
|
|
|
|
|
|
|
|
COMPANY 2004
STOCK INCENTIVE PLAN.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.
|
|
STOCKHOLDER
PROPOSAL RELATING TO
|
|
Shr
|
|
No vote
|
|
|
|
|
THE FORMATION
OF A HUMAN RIGHTS
|
|
|
|
|
|
|
|
|
COMMITTEE.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
|
|
STOCKHOLDER
PROPOSAL ENTITLED
|
|
Shr
|
|
No vote
|
|
|
|
|
"2013 HEWLETT-PACKARD
RESOLUTION
|
|
|
|
|
|
|
|
|
ON HUMAN RIGHTS
POLICY."
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
|
STOCKHOLDER
PROPOSAL ENTITLED
|
|
Shr
|
|
No vote
|
|
|
|
|
"EXECUTIVES
TO RETAIN SIGNIFICANT
|
|
|
|
|
|
|
|
|
STOCK."
|
|
|
|
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
30725
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 41 of
72
|
|
Union Street Partners Value Fund
INTEL CORPORATION
|
Security:
458140100
|
Agenda Number:
933758611
|
Ticker:
INTC
|
Meeting
Type:
Annual
|
ISIN:
US4581401001
|
Meeting
Date:
16-May-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1A.
|
|
ELECTION OF
DIRECTOR: CHARLENE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
BARSHEFSKY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1B.
|
|
ELECTION OF
DIRECTOR: ANDY D.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
BRYANT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1C.
|
|
ELECTION OF
DIRECTOR: SUSAN L.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DECKER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1D.
|
|
ELECTION OF
DIRECTOR: JOHN J.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DONAHOE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1E.
|
|
ELECTION OF
DIRECTOR: REED E.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
HUNDT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1F.
|
|
ELECTION OF
DIRECTOR: JAMES D.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
PLUMMER
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 42 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1G.
|
|
ELECTION OF
DIRECTOR: DAVID S.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
POTTRUCK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1H.
|
|
ELECTION OF
DIRECTOR: FRANK D.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
YEARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1I.
|
|
ELECTION OF
DIRECTOR: DAVID B.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
YOFFIE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
RATIFICATION
OF SELECTION OF ERNST
|
|
Mgmt
|
|
No vote
|
|
|
|
|
& YOUNG
LLP AS OUR INDEPENDENT
|
|
|
|
|
|
|
|
|
REGISTERED
PUBLIC ACCOUNTING FIRM
|
|
|
|
|
|
|
|
|
FOR THE CURRENT
YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
|
ADVISORY VOTE
TO APPROVE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
EXECUTIVE
COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
APPROVAL OF
AMENDMENT AND
|
|
Mgmt
|
|
No vote
|
|
|
|
|
EXTENSION
OF THE 2006 EQUITY
|
|
|
|
|
|
|
|
|
INCENTIVE
PLAN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
STOCKHOLDER
PROPOSAL TITLED
|
|
Shr
|
|
No vote
|
|
|
|
|
"EXECUTIVES
TO RETAIN SIGNIFICANT
|
|
|
|
|
|
|
|
|
STOCK"
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 43 of
72
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
27000
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 44 of
72
|
|
Union Street Partners Value Fund
JOHNSON & JOHNSON
|
Security:
478160104
|
Agenda Number:
933745068
|
Ticker:
JNJ
|
Meeting
Type:
Annual
|
ISIN:
US4781601046
|
Meeting
Date:
25-Apr-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1A.
|
|
ELECTION OF
DIRECTOR: MARY SUE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
COLEMAN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1B.
|
|
ELECTION OF
DIRECTOR: JAMES G.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
CULLEN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1C.
|
|
ELECTION OF
DIRECTOR: IAN E.L. DAVIS
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
1D.
|
|
ELECTION OF
DIRECTOR: ALEX GORSKY
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
1E.
|
|
ELECTION OF
DIRECTOR: MICHAEL M.E.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
JOHNS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1F.
|
|
ELECTION OF
DIRECTOR: SUSAN L.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
LINDQUIST
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 45 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1G.
|
|
ELECTION OF
DIRECTOR: ANNE M.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
MULCAHY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1H.
|
|
ELECTION OF
DIRECTOR: LEO F. MULLIN
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
1I.
|
|
ELECTION OF
DIRECTOR: WILLIAM D.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
PEREZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1J.
|
|
ELECTION OF
DIRECTOR: CHARLES
|
|
Mgmt
|
|
No vote
|
|
|
|
|
PRINCE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1K.
|
|
ELECTION OF
DIRECTOR: A. EUGENE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
WASHINGTON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1L.
|
|
ELECTION OF
DIRECTOR: RONALD A.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
WILLIAMS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
ADVISORY VOTE
TO APPROVE NAMED
|
|
Mgmt
|
|
No vote
|
|
|
|
|
EXECUTIVE
OFFICER COMPENSATION
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 46 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
3.
|
|
RATIFICATION
OF APPOINTMENT OF
|
|
Mgmt
|
|
No vote
|
|
|
|
|
PRICEWATERHOUSECOOPERS
LLP AS
|
|
|
|
|
|
|
|
|
INDEPENDENT
REGISTERED PUBLIC
|
|
|
|
|
|
|
|
|
ACCOUNTING
FIRM FOR 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
SHAREHOLDER
PROPOSAL -
|
|
Shr
|
|
No vote
|
|
|
|
|
EXECUTIVES
TO RETAIN SIGNIFICANT
|
|
|
|
|
|
|
|
|
STOCK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
SHAREHOLDER
PROPOSAL ON
|
|
Shr
|
|
No vote
|
|
|
|
|
POLITICAL
CONTRIBUTIONS AND
|
|
|
|
|
|
|
|
|
CORPORATE
VALUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.
|
|
SHAREHOLDER
PROPOSAL ON
|
|
Shr
|
|
No vote
|
|
|
|
|
INDEPENDENT
BOARD CHAIRMAN
|
|
|
|
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
6100
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 47 of
72
|
|
Union Street Partners Value Fund
MERCK & CO., INC.
|
Security:
58933Y105
|
Agenda Number:
933782319
|
Ticker:
MRK
|
Meeting
Type:
Annual
|
ISIN:
US58933Y1055
|
Meeting
Date:
28-May-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1A.
|
|
ELECTION OF
DIRECTOR: LESLIE A. BRUN
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
1B.
|
|
ELECTION OF
DIRECTOR: THOMAS R.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
CECH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1C.
|
|
ELECTION OF
DIRECTOR: KENNETH C.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
FRAZIER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1D.
|
|
ELECTION OF
DIRECTOR: THOMAS H.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
GLOCER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1E.
|
|
ELECTION OF
DIRECTOR: WILLIAM B.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
HARRISON JR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1F.
|
|
ELECTION OF
DIRECTOR: C. ROBERT
|
|
Mgmt
|
|
No vote
|
|
|
|
|
KIDDER
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 48 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1G.
|
|
ELECTION OF
DIRECTOR: ROCHELLE B.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
LAZARUS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1H.
|
|
ELECTION OF
DIRECTOR: CARLOS E.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
REPRESAS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1I.
|
|
ELECTION OF
DIRECTOR: PATRICIA F.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
RUSSO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1J.
|
|
ELECTION OF
DIRECTOR: CRAIG B.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
THOMPSON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1K.
|
|
ELECTION OF
DIRECTOR: WENDELL P.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
WEEKS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1L.
|
|
ELECTION OF
DIRECTOR: PETER C.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
WENDELL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
RATIFICATION
OF THE APPOINTMENT OF
|
|
Mgmt
|
|
No vote
|
|
|
|
|
THE COMPANYS INDEPENDENT
|
|
|
|
|
|
|
|
|
REGISTERED
PUBLIC ACCOUNTING FIRM
|
|
|
|
|
|
|
|
|
FOR 2013.
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 49 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
3.
|
|
ADVISORY VOTE
TO APPROVE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
EXECUTIVE
COMPENSATION.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
SHAREHOLDER
PROPOSAL
|
|
Shr
|
|
No vote
|
|
|
|
|
CONCERNING
SHAREHOLDERS RIGHT
|
|
|
|
|
|
|
|
|
TO ACT BY
WRITTEN CONSENT.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
SHAREHOLDER
PROPOSAL
|
|
Shr
|
|
No vote
|
|
|
|
|
CONCERNING
SPECIAL SHAREOWNER
|
|
|
|
|
|
|
|
|
MEETINGS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.
|
|
SHAREHOLDER
PROPOSAL
|
|
Shr
|
|
No vote
|
|
|
|
|
CONCERNING
A REPORT ON CHARITABLE
|
|
|
|
|
|
|
|
|
AND POLITICAL
CONTRIBUTIONS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
|
|
SHAREHOLDER
PROPOSAL
|
|
Shr
|
|
No vote
|
|
|
|
|
CONCERNING
A REPORT ON LOBBYING
|
|
|
|
|
|
|
|
|
ACTIVITIES.
|
|
|
|
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
13000
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 50 of
72
|
|
Union Street Partners Value Fund
MICROSOFT CORPORATION
|
Security:
594918104
|
Agenda Number:
933691784
|
Ticker:
MSFT
|
Meeting
Type:
Annual
|
ISIN:
US5949181045
|
Meeting
Date:
28-Nov-12
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1.
|
|
ELECTION OF
DIRECTOR: STEVEN A.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
BALLMER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
ELECTION OF
DIRECTOR: DINA DUBLON
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
|
ELECTION OF
DIRECTOR: WILLIAM H.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
GATES III
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
ELECTION OF
DIRECTOR: MARIA M.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
KLAWE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
ELECTION OF
DIRECTOR: STEPHEN J.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
LUCZO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.
|
|
ELECTION OF
DIRECTOR: DAVID F.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
MARQUARDT
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 51 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
7.
|
|
ELECTION OF
DIRECTOR: CHARLES H.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
NOSKI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
|
ELECTION OF
DIRECTOR: HELMUT PANKE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
9.
|
|
ELECTION OF
DIRECTOR: JOHN W.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
THOMPSON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.
|
|
ADVISORY VOTE
ON NAMED EXECUTIVE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
OFFICER COMPENSATION
(THE BOARD
|
|
|
|
|
|
|
|
|
RECOMMENDS
A VOTE FOR THIS
|
|
|
|
|
|
|
|
|
PROPOSAL)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
|
APPROVAL OF
EMPLOYEE STOCK
|
|
Mgmt
|
|
No vote
|
|
|
|
|
PURCHASE PLAN
(THE BOARD
|
|
|
|
|
|
|
|
|
RECOMMENDS
A VOTE FOR THIS
|
|
|
|
|
|
|
|
|
PROPOSAL)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.
|
|
RATIFICATION
OF DELOITTE & TOUCHE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
LLP AS OUR
INDEPENDENT AUDITOR FOR
|
|
|
|
|
|
|
|
|
FISCAL YEAR
2013 (THE BOARD
|
|
|
|
|
|
|
|
|
RECOMMENDS
A VOTE FOR THIS
|
|
|
|
|
|
|
|
|
PROPOSAL)
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 52 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
13.
|
|
SHAREHOLDER
PROPOSAL - ADOPT
|
|
Shr
|
|
No vote
|
|
|
|
|
CUMULATIVE
VOTING (THE BOARD
|
|
|
|
|
|
|
|
|
RECOMMENDS
A VOTE AGAINST THIS
|
|
|
|
|
|
|
|
|
PROPOSAL)
|
|
|
|
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
10900
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 53 of
72
|
|
Union Street Partners Value Fund
NOKIA CORPORATION
|
Security:
654902204
|
Agenda Number:
933746692
|
Ticker:
NOK
|
Meeting
Type:
Annual
|
ISIN:
US6549022043
|
Meeting
Date:
07-May-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
7.
|
|
ADOPTION OF
THE ANNUAL ACCOUNTS.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
|
RESOLUTION
ON THE USE OF THE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
PROFIT SHOWN
ON THE BALANCE SHEET
|
|
|
|
|
|
|
|
|
AND THE PAYMENT
OF DIVIDEND.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.
|
|
RESOLUTION
ON THE DISCHARGE OF
|
|
Mgmt
|
|
No vote
|
|
|
|
|
THE MEMBERS
OF THE BOARD OF
|
|
|
|
|
|
|
|
|
DIRECTORS
AND THE PRESIDENT FROM
|
|
|
|
|
|
|
|
|
LIABILITY.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.
|
|
RESOLUTION
ON THE REMUNERATION
|
|
Mgmt
|
|
No vote
|
|
|
|
|
OF THE MEMBERS
OF THE BOARD OF
|
|
|
|
|
|
|
|
|
DIRECTORS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
|
RESOLUTION
ON THE NUMBER OF
|
|
Mgmt
|
|
No vote
|
|
|
|
|
MEMBERS OF
THE BOARD OF
|
|
|
|
|
|
|
|
|
DIRECTORS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.
|
|
DIRECTOR
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 54 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
|
|
1 BRUCE BROWN
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 ELIZABETH
DOHERTY
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 STEPHEN
ELOP
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 HENNING
KAGERMANN
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 JOUKO KARVINEN
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 HELGE LUND
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 MARTEN
MICKOS
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8 ELIZABETH
NELSON
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 RISTO SIILASMAA
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 KARI STADIGH
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
13.
|
|
RESOLUTION
ON THE REMUNERATION
|
|
Mgmt
|
|
No vote
|
|
|
|
|
OF THE AUDITOR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.
|
|
ELECTION OF
AUDITOR.
|
|
Mgmt
|
|
No vote
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 55 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
15.
|
|
AUTHORIZING
THE BOARD OF
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTORS
TO RESOLVE TO
|
|
|
|
|
|
|
|
|
REPURCHASE
THE COMPANYS OWN
|
|
|
|
|
|
|
|
|
SHARES.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.
|
|
AUTHORIZATION
TO THE BOARD OF
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DIRECTORS
TO RESOLVE ON THE
|
|
|
|
|
|
|
|
|
ISSUANCE OF
SHARES AND SPECIAL
|
|
|
|
|
|
|
|
|
RIGHTS ENTITLING
TO SHARES.
|
|
|
|
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
160000
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 56 of
72
|
|
Union Street Partners Value Fund
PHILIP MORRIS INTERNATIONAL INC.
|
Security:
718172109
|
Agenda Number:
933754182
|
Ticker:
PM
|
Meeting
Type:
Annual
|
ISIN:
US7181721090
|
Meeting
Date:
08-May-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1A.
|
|
ELECTION OF
DIRECTOR: HAROLD
|
|
Mgmt
|
|
No vote
|
|
|
|
|
BROWN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1B.
|
|
ELECTION OF
DIRECTOR: MATHIS
|
|
Mgmt
|
|
No vote
|
|
|
|
|
CABIALLAVETTA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1C.
|
|
ELECTION OF
DIRECTOR: ANDRE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
CALANTZOPOULOS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1D.
|
|
ELECTION OF
DIRECTOR: LOUIS C.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
CAMILLERI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1E.
|
|
ELECTION OF
DIRECTOR: J. DUDLEY
|
|
Mgmt
|
|
No vote
|
|
|
|
|
FISHBURN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1F.
|
|
ELECTION OF
DIRECTOR: JENNIFER LI
|
|
Mgmt
|
|
No vote
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 57 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1G.
|
|
ELECTION OF
DIRECTOR: GRAHAM
|
|
Mgmt
|
|
No vote
|
|
|
|
|
MACKAY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1H.
|
|
ELECTION OF
DIRECTOR: SERGIO
|
|
Mgmt
|
|
No vote
|
|
|
|
|
MARCHIONNE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1I.
|
|
ELECTION OF
DIRECTOR: KALPANA
|
|
Mgmt
|
|
No vote
|
|
|
|
|
MORPARIA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1J.
|
|
ELECTION OF
DIRECTOR: LUCIO A. NOTO
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
1K.
|
|
ELECTION OF
DIRECTOR: ROBERT B.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
POLET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1L.
|
|
ELECTION OF
DIRECTOR: CARLOS SLIM
|
|
Mgmt
|
|
No vote
|
|
|
|
|
HELU
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1M.
|
|
ELECTION OF
DIRECTOR: STEPHEN M.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
WOLF
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 58 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
2.
|
|
RATIFICATION
OF THE SELECTION OF
|
|
Mgmt
|
|
No vote
|
|
|
|
|
INDEPENDENT
AUDITORS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
|
ADVISORY RESOLUTION
APPROVING
|
|
Mgmt
|
|
No vote
|
|
|
|
|
EXECUTIVE
COMPENSATION
|
|
|
|
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
3750
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 59 of
72
|
|
Union Street Partners Value Fund
TARGET CORPORATION
|
Security:
87612E106
|
Agenda Number:
933808163
|
Ticker:
TGT
|
Meeting
Type:
Annual
|
ISIN:
US87612E1064
|
Meeting
Date:
12-Jun-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1A.
|
|
ELECTION OF
DIRECTOR: ROXANNE S.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
AUSTIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1B.
|
|
ELECTION OF
DIRECTOR: DOUGLAS M.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
BAKER, JR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1C.
|
|
ELECTION OF
DIRECTOR: HENRIQUE DE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
CASTRO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1D.
|
|
ELECTION OF
DIRECTOR: CALVIN
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DARDEN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1E.
|
|
ELECTION OF
DIRECTOR: MARY N.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DILLON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1F.
|
|
ELECTION OF
DIRECTOR: JAMES A.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
JOHNSON
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 60 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1G.
|
|
ELECTION OF
DIRECTOR: MARY E.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
MINNICK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1H.
|
|
ELECTION OF
DIRECTOR: ANNE M.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
MULCAHY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1I.
|
|
ELECTION OF
DIRECTOR: DERICA W.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
RICE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1J.
|
|
ELECTION OF
DIRECTOR: GREGG W.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
STEINHAFEL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1K.
|
|
ELECTION OF
DIRECTOR: JOHN G.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
STUMPF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1L.
|
|
ELECTION OF
DIRECTOR: SOLOMON D.
|
|
Mgmt
|
|
No vote
|
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|
TRUJILLO
|
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|
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|
2.
|
|
COMPANY PROPOSAL
TO RATIFY THE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
APPOINTMENT
OF ERNST & YOUNG LLP
|
|
|
|
|
|
|
|
|
AS OUR INDEPENDENT
REGISTERED
|
|
|
|
|
|
|
|
|
PUBLIC ACCOUNTING
FIRM.
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 61 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
3.
|
|
COMPANY PROPOSAL
TO APPROVE, ON
|
|
Mgmt
|
|
No vote
|
|
|
|
|
AN ADVISORY
BASIS, OUR EXECUTIVE
|
|
|
|
|
|
|
|
|
COMPENSATION
("SAY-ON-PAY").
|
|
|
|
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|
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|
|
|
4.
|
|
SHAREHOLDER
PROPOSAL TO ADOPT A
|
|
Shr
|
|
No vote
|
|
|
|
|
POLICY FOR
AN INDEPENDENT
|
|
|
|
|
|
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|
|
CHAIRMAN.
|
|
|
|
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|
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|
|
5.
|
|
SHAREHOLDER
PROPOSAL ON
|
|
Shr
|
|
No vote
|
|
|
|
|
ELECTRONICS
RECYCLING.
|
|
|
|
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
5950
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 62 of
72
|
|
Union Street Partners Value Fund
THE BOEING COMPANY
|
Security:
097023105
|
Agenda Number:
933747315
|
Ticker:
BA
|
Meeting
Type:
Annual
|
ISIN:
US0970231058
|
Meeting
Date:
29-Apr-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1A.
|
|
ELECTION OF
DIRECTOR: DAVID L.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
CALHOUN
|
|
|
|
|
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|
1B.
|
|
ELECTION OF
DIRECTOR: ARTHUR D.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
COLLINS, JR.
|
|
|
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1C.
|
|
ELECTION OF
DIRECTOR: LINDA Z. COOK
|
|
Mgmt
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
1D.
|
|
ELECTION OF
DIRECTOR: KENNETH M.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DUBERSTEIN
|
|
|
|
|
|
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|
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|
|
|
|
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|
|
1E.
|
|
ELECTION OF
DIRECTOR: EDMUND P.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
GIAMBASTIANI,
JR.
|
|
|
|
|
|
|
|
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|
|
1F.
|
|
ELECTION OF
DIRECTOR: LAWRENCE W.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
KELLNER
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 63 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1G.
|
|
ELECTION OF
DIRECTOR: EDWARD M.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
LIDDY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1H.
|
|
ELECTION OF
DIRECTOR: W. JAMES
|
|
Mgmt
|
|
No vote
|
|
|
|
|
MCNERNEY,
JR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1I.
|
|
ELECTION OF
DIRECTOR: SUSAN C.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
SCHWAB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1J.
|
|
ELECTION OF
DIRECTOR: RONALD A.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
WILLIAMS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1K.
|
|
ELECTION OF
DIRECTOR: MIKE S.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
ZAFIROVSKI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
ADVISORY VOTE
TO APPROVE NAMED
|
|
Mgmt
|
|
No vote
|
|
|
|
|
EXECUTIVE
OFFICER COMPENSATION.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
|
RATIFICATION
OF THE APPOINTMENT OF
|
|
Mgmt
|
|
No vote
|
|
|
|
|
DELOITTE
& TOUCHE LLP AS
|
|
|
|
|
|
|
|
|
INDEPENDENT
AUDITOR FOR 2013.
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 64 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
4.
|
|
FUTURE EXTRAORDINARY
RETIREMENT
|
|
Shr
|
|
No vote
|
|
|
|
|
BENEFITS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
ACTION BY
WRITTEN CONSENT.
|
|
Shr
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
6.
|
|
EXECUTIVES
TO RETAIN SIGNIFICANT
|
|
Shr
|
|
No vote
|
|
|
|
|
STOCK.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
|
|
INDEPENDENT
BOARD CHAIRMAN.
|
|
Shr
|
|
No vote
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
8850
|
|
0
|
|
0
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 65 of
72
|
|
Union Street Partners Value Fund
TRANSOCEAN, LTD.
|
Security:
H8817H100
|
Agenda Number:
933820599
|
Ticker:
RIG
|
Meeting
Type:
Contested Annual
|
ISIN:
CH0048265513
|
Meeting
Date:
17-May-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
1
|
|
APPROVAL OF
THE 2012 ANNUAL
|
|
Mgmt
|
|
For
|
|
|
|
|
REPORT, INCLUDING
THE
|
|
|
|
|
|
|
|
|
CONSOLIDATED
FINANCIAL STATEMENT
|
|
|
|
|
|
|
|
|
OF TRANSOCEAN
LTD. FOR FISCAL YEAR
|
|
|
|
|
|
|
|
|
2012 AND THE
STATUTORY FINANCIAL
|
|
|
|
|
|
|
|
|
STATEMENTS
OF TRANSOCEAN LTD. FOR
|
|
|
|
|
|
|
|
|
FISCAL YEAR
2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
APPROPRIATION
OF THE AVAILABLE
|
|
Mgmt
|
|
For
|
|
|
|
|
EARNINGS FOR
FISCAL YEAR 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3A
|
|
APPROVAL OF
THE COMPANYS PAYMENT
|
|
Mgmt
|
|
For
|
|
*
|
|
|
OF A DIVIDEND
IN PRINCIPLE.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3B1
|
|
COMPANY DISTRIBUTION
PROPOSAL IN
|
|
Shr
|
|
For
|
|
*
|
|
|
AN AMOUNT
OF USD 2.24 PER SHARE
|
|
|
|
|
|
|
|
|
MARK EITHER
3B1 OR 3B2 BUT NOT
|
|
|
|
|
|
|
|
|
BOTH.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3B2
|
|
ICAHN GROUP
DISTRIBUTION PROPOSAL
|
|
Mgmt
|
|
Abstain
|
|
*
|
|
|
IN AN AMOUNT
OF USD 4.00 PER SHARE.
|
|
|
|
|
|
|
|
|
MARK EITHER
3B1 OR 3B2 BUT NOT
|
|
|
|
|
|
|
|
|
BOTH.
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 66 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
4
|
|
READOPTION
OF AUTHORIZED SHARE
|
|
Shr
|
|
Against
|
|
*
|
|
|
CAPITAL ALLOWING
THE BOARD OF
|
|
|
|
|
|
|
|
|
DIRECTORS
TO ISSUE UP TO A MAXIMUM
|
|
|
|
|
|
|
|
|
OF 74,728,750
SHARES OF THE COMPANY.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
REPEAL OF
STAGGERED BOARD.
|
|
Mgmt
|
|
For
|
|
*
|
|
|
|
|
|
|
|
|
|
6A
|
|
FREDERICO
F. CURADO: ICAHN GROUP
|
|
Mgmt
|
|
Abstain
|
|
*
|
|
|
RECOMMENDS
A VOTE "FOR" THIS
|
|
|
|
|
|
|
|
|
NOMINEE; PLEASE
NOTE: YOU CAN ONLY
|
|
|
|
|
|
|
|
|
VOTE "FOR"
ON 5 OF THE 8 NOMINEES
|
|
|
|
|
|
|
|
|
LISTED IN
PROPOSALS 6A - 6H.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6B
|
|
STEVEN L.
NEWMAN: ICAHN GROUP
|
|
Mgmt
|
|
Abstain
|
|
*
|
|
|
RECOMMENDS
A VOTE "FOR" THIS
|
|
|
|
|
|
|
|
|
NOMINEE; PLEASE
NOTE: YOU CAN ONLY
|
|
|
|
|
|
|
|
|
VOTE "FOR"
ON 5 OF THE 8 NOMINEES
|
|
|
|
|
|
|
|
|
LISTED IN
PROPOSALS 6A - 6H.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6C
|
|
THOMAS W.
CASON: ICAHN GROUP
|
|
Shr
|
|
Abstain
|
|
*
|
|
|
RECOMMENDS
A VOTE "AGAINST" THIS
|
|
|
|
|
|
|
|
|
NOMINEE; PLEASE
NOTE: YOU CAN ONLY
|
|
|
|
|
|
|
|
|
VOTE "FOR"
ON 5 OF THE 8 NOMINEES
|
|
|
|
|
|
|
|
|
LISTED IN
PROPOSALS 6A - 6H.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6D
|
|
ROBERT M.
SPRAGUE: ICAHN GROUP
|
|
Shr
|
|
Abstain
|
|
*
|
|
|
RECOMMENDS
A VOTE "AGAINST" THIS
|
|
|
|
|
|
|
|
|
NOMINEE; PLEASE
NOTE: YOU CAN ONLY
|
|
|
|
|
|
|
|
|
VOTE "FOR"
ON 5 OF THE 8 NOMINEES
|
|
|
|
|
|
|
|
|
LISTED IN
PROPOSALS 6A - 6H.
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 67 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
6E
|
|
J. MICHAEL
TALBERT: ICAHN GROUP
|
|
Shr
|
|
Abstain
|
|
*
|
|
|
RECOMMENDS
A VOTE "AGAINST" THIS
|
|
|
|
|
|
|
|
|
NOMINEE; PLEASE
NOTE: YOU CAN ONLY
|
|
|
|
|
|
|
|
|
VOTE "FOR"
ON 5 OF THE 8 NOMINEES
|
|
|
|
|
|
|
|
|
LISTED IN
PROPOSALS 6A - 6H.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6F
|
|
JOHN J. LIPINSKI:
ICAHN GROUP
|
|
Mgmt
|
|
Abstain
|
|
*
|
|
|
RECOMMENDS
A VOTE "FOR" THIS
|
|
|
|
|
|
|
|
|
NOMINEE; PLEASE
NOTE: YOU CAN ONLY
|
|
|
|
|
|
|
|
|
VOTE "FOR"
ON 5 OF THE 8 NOMINEES
|
|
|
|
|
|
|
|
|
LISTED IN
PROPOSALS 6A - 6H.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6G
|
|
JOSE MARIA
ALAPONT: ICAHN GROUP
|
|
Mgmt
|
|
Abstain
|
|
*
|
|
|
RECOMMENDS
A VOTE "FOR" THIS
|
|
|
|
|
|
|
|
|
NOMINEE; PLEASE
NOTE: YOU CAN ONLY
|
|
|
|
|
|
|
|
|
VOTE "FOR"
ON 5 OF THE 8 NOMINEES
|
|
|
|
|
|
|
|
|
LISTED IN
PROPOSALS 6A - 6H.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6H
|
|
SAMUEL MERKSAMER:
ICAHN GROUP
|
|
Mgmt
|
|
Abstain
|
|
*
|
|
|
RECOMMENDS
A VOTE "FOR" THIS
|
|
|
|
|
|
|
|
|
NOMINEE; PLEASE
NOTE: YOU CAN ONLY
|
|
|
|
|
|
|
|
|
VOTE "FOR"
ON 5 OF THE 8 NOMINEES
|
|
|
|
|
|
|
|
|
LISTED IN
PROPOSALS 6A - 6H.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
APPOINTMENT
OF ERNST & YOUNG LLP
|
|
Mgmt
|
|
For
|
|
*
|
|
|
AS THE COMPANYS INDEPENDENT
|
|
|
|
|
|
|
|
|
REGISTERED
PUBLIC ACCOUNTING FIRM
|
|
|
|
|
|
|
|
|
FOR FISCAL
YEAR 2013 AND REELECTION
|
|
|
|
|
|
|
|
|
OF ERNST
& YOUNG LTD., ZURICH, AS
|
|
|
|
|
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THE COMPANYS AUDITOR FOR A
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FURTHER ONE-YEAR
TERM.
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Investment Company Report
Meeting Date Range:
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01-Jul-2012 - 30-Jun-2013
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Report Date:
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09-Jul-2013
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Page 68 of
72
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Prop. #
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Proposal
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Proposed
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Proposal Vote
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For/Against
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by
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Managements
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Recommendation
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8
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ADVISORY VOTE
TO APPROVE NAMED
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Mgmt
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For
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EXECUTIVE
OFFICER COMPENSATION.
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An * in the For/Against management
field indicates management position unknown since information regarding non-U.S.
issuers is not readily available
.
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Account Number
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Custodian
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|
Ballot Shares
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Voted Shares
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Shares on
Loan
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Vote Date
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137202.1
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UM2
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10950
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10950
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0
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09-May-13
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Investment Company Report
Meeting Date Range:
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01-Jul-2012 - 30-Jun-2013
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Report Date:
|
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09-Jul-2013
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Page 69 of
72
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Union Street Partners Value Fund
VERIZON COMMUNICATIONS INC.
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Security:
92343V104
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Agenda Number:
933747872
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Ticker:
VZ
|
Meeting
Type:
Annual
|
ISIN:
US92343V1044
|
Meeting
Date:
02-May-13
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
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by
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|
Managements
|
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Recommendation
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1A
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ELECTION OF
DIRECTOR: RICHARD L.
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Mgmt
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No vote
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CARRION
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1B
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ELECTION OF
DIRECTOR: MELANIE L.
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Mgmt
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No vote
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HEALEY
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1C
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ELECTION OF
DIRECTOR: M. FRANCES
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Mgmt
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No vote
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KEETH
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1D
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ELECTION OF
DIRECTOR: ROBERT W.
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Mgmt
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No vote
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LANE
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1E
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ELECTION OF
DIRECTOR: LOWELL C.
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Mgmt
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No vote
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MCADAM
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1F
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ELECTION OF
DIRECTOR: SANDRA O.
|
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Mgmt
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No vote
|
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MOOSE
|
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|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
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|
|
Page 70 of
72
|
|
Prop. #
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|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
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|
Managements
|
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Recommendation
|
|
|
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|
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1G
|
|
ELECTION OF
DIRECTOR: JOSEPH
|
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Mgmt
|
|
No vote
|
|
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|
NEUBAUER
|
|
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1H
|
|
ELECTION OF
DIRECTOR: DONALD T.
|
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Mgmt
|
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No vote
|
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NICOLAISEN
|
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1I
|
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ELECTION OF
DIRECTOR: CLARENCE
|
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Mgmt
|
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No vote
|
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|
OTIS, JR.
|
|
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1J
|
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ELECTION OF
DIRECTOR: HUGH B. PRICE
|
|
Mgmt
|
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No vote
|
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|
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|
|
|
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|
1K
|
|
ELECTION OF
DIRECTOR: RODNEY E.
|
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Mgmt
|
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No vote
|
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SLATER
|
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1L
|
|
ELECTION OF
DIRECTOR: KATHRYN A.
|
|
Mgmt
|
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No vote
|
|
|
|
|
TESIJA
|
|
|
|
|
|
|
|
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|
1M
|
|
ELECTION OF
DIRECTOR: GREGORY D.
|
|
Mgmt
|
|
No vote
|
|
|
|
|
WASSON
|
|
|
|
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 71 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
02
|
|
RATIFICATION
OF APPOINTMENT OF
|
|
Mgmt
|
|
No vote
|
|
|
|
|
INDEPENDENT
REGISTERED PUBLIC
|
|
|
|
|
|
|
|
|
ACCOUNTING
FIRM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03
|
|
ADVISORY VOTE
TO APPROVE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
EXECUTIVE
COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
04
|
|
APPROVAL OF
LONG-TERM INCENTIVE
|
|
Mgmt
|
|
No vote
|
|
|
|
|
PLAN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
05
|
|
NETWORK NEUTRALITY
|
|
Shr
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
06
|
|
LOBBYING ACTIVITIES
|
|
Shr
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
07
|
|
PROXY ACCESS
BYLAWS
|
|
Shr
|
|
No vote
|
|
|
|
|
|
|
|
|
|
|
|
08
|
|
SEVERANCE
APPROVAL POLICY
|
|
Shr
|
|
No vote
|
|
|
Investment Company Report
Meeting Date Range:
|
|
01-Jul-2012 - 30-Jun-2013
|
|
Report Date:
|
|
09-Jul-2013
|
|
|
|
|
|
|
|
Page 72 of
72
|
|
Prop. #
|
|
Proposal
|
|
Proposed
|
|
Proposal Vote
|
|
For/Against
|
|
|
|
|
by
|
|
|
|
Managements
|
|
|
|
|
|
|
|
|
Recommendation
|
|
|
|
|
|
|
|
|
|
09
|
|
SHAREHOLDER
RIGHT TO CALL A
|
|
Shr
|
|
No vote
|
|
|
|
|
SPECIAL MEETING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
SHAREHOLDER
RIGHT TO ACT BY
|
|
Shr
|
|
No vote
|
|
|
|
|
WRITTEN CONSENT
|
|
|
|
|
|
|
|
Account Number
|
|
Custodian
|
|
Ballot Shares
|
|
Voted Shares
|
|
Shares on
Loan
|
|
Vote Date
|
|
137202.1
|
|
UM2
|
|
9550
|
|
0
|
|
0
|
|
|
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
World Funds Trust
(Registrant)
/s/ John Pasco, III
By (Signature and
Title)
Name: John Pasco, III
Title: Trustee and President
Date: August 27, 2013
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