UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM N-PX

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1 Filer: Form Type: N-PX Period: Job Number: fp Ver: Sequence: 1 Submission: N-PX Document Name: fp _npx.htm Saved: Printed: FilePoint Description: Created using EDGARfilings PROfile UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: Northeast Investors Growth Fund (Exact name of registrant as specified in charter) 100 High Street Boston, MA (Address of principal executive offices) (Zip code) Robert Kane 100 High Street Boston, MA (Name and address of agent for service) Registrant s Telephone Number, including Area Code: (617) Date of fiscal year end: December 31 Date of reporting period: July 1, 2014 June 30, 2015 Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 ( and of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940, as amended, and Rule 30b1-4 thereunder (17 CFR b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of and Budget ( OMB ) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C

2 Filer: Form Type: N-PX Period: Job Number: fp Ver: Sequence: 2 Submission: N-PX Document Name: fp _npx.htm Saved: Printed: FilePoint Description: Created using EDGARfilings PROfile Item 1. Proxy Voting Record Investment Company Report NIKE, INC. Security Meeting Type Annual Ticker Symbol NKE Meeting Date 18-Sep-2014 ISIN US Agenda DIRECTOR 1 ALAN B. GRAF, JR. For For 2 JOHN C. LECHLEITER For For 3 MICHELLE A. PELUSO For For 4 PHYLLIS M. WISE For For 2. TO HOLD AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 3. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. PERRIGO COMPANY PLC Security G Meeting Type Annual Ticker Symbol PRGO Meeting Date 04-Nov-2014 ISIN IE00BGH1M568 Agenda A. ELECTION OF DIRECTOR: LAURIE BRLAS 1B. ELECTION OF DIRECTOR: GARY M. COHEN 1C. ELECTION OF DIRECTOR: JACQUALYN A. FOUSE 1D. ELECTION OF DIRECTOR: DAVID T. GIBBONS 1E. ELECTION OF DIRECTOR: RAN GOTTFRIED 1F. ELECTION OF DIRECTOR: ELLEN R. HOFFING 1G. ELECTION OF DIRECTOR: MICHAEL J. JANDERNOA 1H. ELECTION OF DIRECTOR: GARY K. KUNKLE, JR. 1I. ELECTION OF DIRECTOR: HERMAN MORRIS, JR. 1J. ELECTION OF DIRECTOR: DONAL O'CONNOR 1K. ELECTION OF DIRECTOR: JOSEPH C. PAPA 2. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR AN ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION 4. AUTHORIZE PERRIGO COMPANY PLC AND/OR ANY SUBSIDIARY OF PERRIGO COMPANY PLC TO MAKE MARKET PURCHASES OF PERRIGO COMPANY PLC'S ORDINARY SHARES 5. DETERMINE THE REISSUE PRICE RANGE FOR PERRIGO COMPANY PLC TREASURY SHARES 6. APPROVE THE CREATION OF DISTRIBUTABLE RESERVES BY REDUCING SOME OR ALL OF PERRIGO COMPANY PLC'S SHARE PREMIUM VISA INC. Security 92826C839 Meeting Type Annual Ticker Symbol V Meeting Date 28-Jan-2015 ISIN US92826C8394 Agenda A. ELECTION OF DIRECTOR: MARY B. CRANSTON 1B. ELECTION OF DIRECTOR: FRANCISCO JAVIER FERNANDEZ-CARBAJAL 1C. ELECTION OF DIRECTOR: ALFRED F. KELLY, JR. 1D. ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT 1E. ELECTION OF DIRECTOR: CATHY E. MINEHAN 1F. ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON 1G. ELECTION OF DIRECTOR: DAVID J. PANG 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF 1I. ELECTION OF DIRECTOR: WILLIAM S. SHANAHAN

3 1J. ELECTION OF DIRECTOR: JOHN A.C. SWAINSON 1K. ELECTION OF DIRECTOR: MAYNARD G. WEBB, JR. 2. APPROVAL OF AMENDMENTS TO THE FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO FACILITATE STOCK SPLITS. 3. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4. APPROVAL OF THE VISA INC. EMPLOYEE STOCK PURCHASE PLAN. 5A. APPROVAL OF AMENDMENTS TO THE FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: EXITING OUR CORE PAYMENT BUSINESS 5B. APPROVAL OF AMENDMENTS TO THE FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO SECTIONS OF THE CERTIFICATE OF INCORPORATION 5C. APPROVAL OF AMENDMENTS TO THE FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: APPROVAL OF EXCEPTIONS TO TRANSFER RESTRICTIONS 5D. APPROVAL OF AMENDMENTS TO THE FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: REMOVAL OF DIRECTORS FROM OFFICE 5E. APPROVAL OF AMENDMENTS TO THE FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO THE ADVANCE NOTICE PROVISIONS IN THE BY-LAWS 6. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015 COSTCO WHOLESALE CORPORATION Security 22160K105 Meeting Type Annual Ticker Symbol COST Meeting Date 29-Jan-2015 ISIN US22160K1051 Agenda DIRECTOR 1 JEFFREY H. BROTMAN For For 2 DANIEL J. EVANS For For 3 RICHARD A. GALANTI For For 4 JEFFREY S. RAIKES For For 5 JAMES D. SINEGAL For For 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS. 3. APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION. 4. TO AMEND AND RESTATE THE COMPANY'S SIXTH RESTATED STOCK INCENTIVE PLAN. 5A. TO AMEND THE ARTICLES OF INCORPORATION TO REDUCE VOTING STANDARD FOR REMOVAL OF DIRECTORS. 5B. TO AMEND THE ARTICLES OF INCORPORATION TO REDUCE VOTING STANDARD FOR AMENDING THE ARTICLE DEALING WITH REMOVAL OF DIRECTORS FOR CAUSE. 6. SHAREHOLDER PROPOSAL TO REGULATE DIRECTOR TENURE. NOVARTIS AG Against Against Security 66987V109 Meeting Type Annual Ticker Symbol NVS Meeting Date 27-Feb-2015 ISIN US66987V1098 Agenda

4 1. APPROVAL OF THE ANNUAL REPORT OF NOVARTIS AG, THE FINANCIAL STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2014 FINANCIAL YEAR 2. DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE 3. APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS AG AS PER BALANCE SHEET AND DECLARATION OF DIVIDEND 4. REDUCTION OF SHARE CAPITAL 5. REVISION OF THE ARTICLES OF INCORPORATION 6A. VOTES ON COMPENSATION FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE: BINDING VOTE ON TOTAL COMPENSATION FOR MEMBERS OF THE BOARD OF DIRECTORS FROM THE 2015 ANNUAL GENERAL MEETING TO THE 2016 ANNUAL GENERAL MEETING 6B. VOTES ON COMPENSATION FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE: BINDING VOTE ON TOTAL COMPENSATION FOR MEMBERS OF THE EXECUTIVE COMMITTEE FOR THE NEXT FINANCIAL YEAR, I.E C. VOTES ON COMPENSATION FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE: ADVISORY VOTE ON THE 2014 COMPENSATION REPORT 7A. RE-ELECTION OF JOERG REINHARDT, PH.D., AND RE- ELECTION AS CHAIRMAN OF THE BOARD OF DIRECTORS (IN A SINGLE VOTE) Against Against Against Against 7B. RE-ELECTION OF DIMITRI AZAR, M.D. 7C. RE-ELECTION OF VERENA A. BRINER, M.D. 7D. RE-ELECTION OF SRIKANT DATAR, PH.D. 7E. RE-ELECTION OF ANN FUDGE 7F. RE-ELECTION OF PIERRE LANDOLT, PH.D. 7G. RE-ELECTION OF ANDREAS VON PLANTA, PH.D. 7H. RE-ELECTION OF CHARLES L. SAWYERS, M.D. 7I. RE-ELECTION OF ENRICO VANNI, PH.D. 7J. RE-ELECTION OF WILLIAM T. WINTERS 7K. ELECTION OF NANCY C. ANDREWS, M.D., PH.D. 8A. RE-ELECTION OF SRIKANT DATAR, PH.D., AS MEMBER OF THE COMPENSATION COMMITTEE 8B. RE-ELECTION OF ANN FUDGE AS MEMBER OF THE COMPENSATION COMMITTEE 8C. RE-ELECTION OF ENRICO VANNI, PH.D., AS MEMBER OF THE COMPENSATION COMMITTEE 8D. ELECTION OF WILLIAM T. WINTERS AS MEMBER OF THE COMPENSATION COMMITTEE 9. RE-ELECTION OF THE STATUTORY AUDITOR 10. RE-ELECTION OF THE INDEPENDENT PROXY 11. P58679L INSTRUCTIONS IN CASE OF ALTERNATIVE MOTIONS UNDER THE AGENDA ITEMS PUBLISHED IN THE NOTICE OF ANNUAL GENERAL MEETING, AND/OR OF MOTIONS RELATING TO ADDITIONAL AGENDA ITEMS ACCORDING TO ARTICLE 700 PARAGRAPH 3 OF THE SWISS CODE OF OBLIGATIONS IF ALTERNATIVE MOTIONS UNDER THE AGENDA ITEMS PUBLISHED IN THE NOTICE OF ANNUAL GENERAL MEETING AND/OR MOTIONS RELATING TO ADDITIONAL AGENDA ITEMS ACCORDING TO ARTICLE 700 PARAGRAPH 3 OF THE SWISS CODE OF OBLIGATIONS ARE PROPOSED AT THE ANNUAL GENERAL... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL) APPLE INC. Security Meeting Type Annual Ticker Symbol AAPL Meeting Date 10-Mar-2015 ISIN US Agenda For 1A. ELECTION OF DIRECTOR: TIM COOK 1B. ELECTION OF DIRECTOR: AL GORE 1C. ELECTION OF DIRECTOR: BOB IGER 1D. ELECTION OF DIRECTOR: ANDREA JUNG 1E. ELECTION OF DIRECTOR: ART LEVINSON 1F. ELECTION OF DIRECTOR: RON SUGAR 1G. ELECTION OF DIRECTOR: SUE WAGNER 2. RATIFICATION OF THE APPOINTMENT OF ERNST &

5 YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION 4. THE AMENDMENT OF THE APPLE INC. EMPLOYEE STOCK PURCHASE PLAN 5. A SHAREHOLDER PROPOSAL BY THE NATIONAL CENTER FOR PUBLIC POLICY RESEARCH ENTITLED "RISK REPORT" 6. A SHAREHOLDER PROPOSAL BY MR. JAMES MCRITCHIE AND MR. JOHN HARRINGTON ENTITLED "PROXY ACCESS FOR SHAREHOLDERS" THE WALT DISNEY COMPANY Against Against Security Meeting Type Annual Ticker Symbol DIS Meeting Date 12-Mar-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: SUSAN E. ARNOLD 1B. ELECTION OF DIRECTOR: JOHN S. CHEN 1C. ELECTION OF DIRECTOR: JACK DORSEY 1D. ELECTION OF DIRECTOR: ROBERT A. IGER 1E. ELECTION OF DIRECTOR: FRED H. LANGHAMMER 1F. ELECTION OF DIRECTOR: AYLWIN B. LEWIS 1G. ELECTION OF DIRECTOR: MONICA C. LOZANO 1H. ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT 1I. ELECTION OF DIRECTOR: SHERYL K. SANDBERG 1J. ELECTION OF DIRECTOR: ORIN C. SMITH 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S REGISTERED PUBLIC ACCOUNTANTS FOR TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. 4. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO INDEPENDENT BOARD CHAIRMAN. 5. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO ACCELERATION OF EXECUTIVE PAY. GENERAL ELECTRIC COMPANY Security Meeting Type Annual Ticker Symbol GE Meeting Date 22-Apr-2015 ISIN US Agenda A1 ELECTION OF DIRECTOR: W. GEOFFREY BEATTIE A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN A3 ELECTION OF DIRECTOR: JAMES I. CASH, JR. A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS A6 ELECTION OF DIRECTOR: SUSAN J. HOCKFIELD A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT A8 ELECTION OF DIRECTOR: ANDREA JUNG A9 ELECTION OF DIRECTOR: ROBERT W. LANE A10 ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS A11 ELECTION OF DIRECTOR: JAMES J. MULVA A12 ELECTION OF DIRECTOR: JAMES E. ROHR A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO A14 ELECTION OF DIRECTOR: ROBERT J. SWIERINGA A15 ELECTION OF DIRECTOR: JAMES S. TISCH A16 ELECTION OF DIRECTOR: DOUGLAS A. WARNER III B1 B2 ADVISORY APPROVAL OF OUR NAMED EXECUTIVES' COMPENSATION RATIFICATION OF KPMG AS INDEPENDENT AUDITOR FOR 2015 C1 CUMULATIVE VOTING C2 WRITTEN CONSENT C3 ONE DIRECTOR FROM RANKS OF RETIREES C4 HOLY LAND PRINCIPLES C5 LIMIT EQUITY VESTING UPON CHANGE IN CONTROL JOHNSON & JOHNSON Security Meeting Type Annual

6 Ticker Symbol JNJ Meeting Date 23-Apr-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: MARY SUE COLEMAN 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS 1D. ELECTION OF DIRECTOR: ALEX GORSKY 1E. ELECTION OF DIRECTOR: SUSAN L. LINDQUIST 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ 1I. ELECTION OF DIRECTOR: CHARLES PRINCE 1J. ELECTION OF DIRECTOR: A. EUGENE WASHINGTON 1K. ELECTION OF DIRECTOR: RONALD A. WILLIAMS 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR SHAREHOLDER PROPOSAL - COMMON SENSE POLICY REGARDING OVEREXTENDED DIRECTORS 5. SHAREHOLDER PROPOSAL - ALIGNMENT BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS 6. SHAREHOLDER PROPOSAL - INDEPENDENT BOARD CHAIRMAN HONEYWELL INTERNATIONAL INC. Security Meeting Type Annual Ticker Symbol HON Meeting Date 27-Apr-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: WILLIAM S. AYER 1B. ELECTION OF DIRECTOR: GORDON M. BETHUNE 1C. ELECTION OF DIRECTOR: KEVIN BURKE 1D. ELECTION OF DIRECTOR: JAIME CHICO PARDO 1E. ELECTION OF DIRECTOR: DAVID M. COTE 1F. ELECTION OF DIRECTOR: D. SCOTT DAVIS 1G. ELECTION OF DIRECTOR: LINNET F. DEILY 1H. ELECTION OF DIRECTOR: JUDD GREGG 1I. ELECTION OF DIRECTOR: CLIVE HOLLICK 1J. ELECTION OF DIRECTOR: GRACE D. LIEBLEIN 1K. ELECTION OF DIRECTOR: GEORGE PAZ 1L. ELECTION OF DIRECTOR: BRADLEY T. SHEARES 1M. ELECTION OF DIRECTOR: ROBIN L. WASHINGTON 2. APPROVAL OF INDEPENDENT ACCOUNTANTS. 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 4. INDEPENDENT BOARD CHAIRMAN. 5. RIGHT TO ACT BY WRITTEN CONSENT. 6. POLITICAL LOBBYING AND CONTRIBUTIONS. UNITED TECHNOLOGIES CORPORATION Security Meeting Type Annual Ticker Symbol UTX Meeting Date 27-Apr-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: JOHN V. FARACI 1B. ELECTION OF DIRECTOR: JEAN-PIERRE GARNIER 1C. ELECTION OF DIRECTOR: GREGORY J. HAYES 1D. ELECTION OF DIRECTOR: EDWARD A. KANGAS 1E. ELECTION OF DIRECTOR: ELLEN J. KULLMAN 1F. ELECTION OF DIRECTOR: MARSHALL O. LARSEN 1G. ELECTION OF DIRECTOR: HAROLD MCGRAW III 1H. ELECTION OF DIRECTOR: RICHARD B. MYERS 1I. ELECTION OF DIRECTOR: H. PATRICK SWYGERT 1J. ELECTION OF DIRECTOR: ANDRE VILLENEUVE

7 1K. ELECTION OF DIRECTOR: CHRISTINE TODD WHITMAN 2. APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR FOR AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. WELLS FARGO & COMPANY Security Meeting Type Annual Ticker Symbol WFC Meeting Date 28-Apr-2015 ISIN US Agenda A) ELECTION OF DIRECTOR: JOHN D. BAKER II 1B) ELECTION OF DIRECTOR: ELAINE L. CHAO 1C) ELECTION OF DIRECTOR: JOHN S. CHEN 1D) ELECTION OF DIRECTOR: LLOYD H. DEAN 1E) ELECTION OF DIRECTOR: ELIZABETH A. DUKE 1F) ELECTION OF DIRECTOR: SUSAN E. ENGEL 1G) ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. 1H) ELECTION OF DIRECTOR: DONALD M. JAMES 1I) ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN 1J) ELECTION OF DIRECTOR: FEDERICO F. PENA 1K) ELECTION OF DIRECTOR: JAMES H. QUIGLEY 1L) ELECTION OF DIRECTOR: JUDITH M. RUNSTAD 1M) ELECTION OF DIRECTOR: STEPHEN W. SANGER 1N) ELECTION OF DIRECTOR: JOHN G. STUMPF 1O) ELECTION OF DIRECTOR: SUSAN G. SWENSON 1P) ELECTION OF DIRECTOR: SUZANNE M. VAUTRINOT 2. VOTE ON AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. 3. RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ADOPT A POLICY TO REQUIRE AN INDEPENDENT CHAIRMAN. 5. PROVIDE A REPORT ON THE COMPANY'S LOBBYING POLICIES AND PRACTICES. VF CORPORATION Security Meeting Type Annual Ticker Symbol VFC Meeting Date 28-Apr-2015 ISIN US Agenda DIRECTOR 1 RICHARD T. CARUCCI For For 2 JULIANA L. CHUGG For For 3 JUAN ERNESTO DE BEDOUT For For 4 MARK S. HOPLAMAZIAN For For 5 ROBERT J. HURST For For 6 LAURA W. LANG For For 7 W. ALAN MCCOLLOUGH For For 8 CLARENCE OTIS, JR. For For 9 MATTHEW J. SHATTOCK For For 10 RAYMOND G. VIAULT For For 11 ERIC C. WISEMAN For For 2. APPROVAL OF AN AMENDMENT AND RESTATEMENT OF VF'S 1996 STOCK COMPENSATION PLAN. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 4. RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. UNDER ARMOUR, INC. Against Against Security Meeting Type Annual Ticker Symbol UA Meeting Date 29-Apr-2015 ISIN US Agenda DIRECTOR

8 1 KEVIN A. PLANK For For 2 BYRON K. ADAMS, JR. For For 3 GEORGE W. BODENHEIMER For For 4 DOUGLAS E. COLTHARP For For 5 ANTHONY W. DEERING For For 6 KAREN W. KATZ For For 7 A.B. KRONGARD For For 8 WILLIAM R. MCDERMOTT For For 9 ERIC T. OLSON For For 10 HARVEY L. SANDERS For For 2 TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF EXECUTIVES AS DISCLOSED IN THE "EXECUTIVE COMPENSATION" SECTION OF THE PROXY STATEMENT, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS AND TABLES. 3 TO APPROVE THE SECOND AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN. 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. EOG RESOURCES, INC. Against Against Security 26875P101 Meeting Type Annual Ticker Symbol EOG Meeting Date 30-Apr-2015 ISIN US26875P1012 Agenda A. ELECTION OF DIRECTOR: JANET F. CLARK 1B. ELECTION OF DIRECTOR: CHARLES R. CRISP 1C. ELECTION OF DIRECTOR: JAMES C. DAY 1D. ELECTION OF DIRECTOR: H. LEIGHTON STEWARD 1E. ELECTION OF DIRECTOR: DONALD F. TEXTOR 1F. ELECTION OF DIRECTOR: WILLIAM R. THOMAS 1G. ELECTION OF DIRECTOR: FRANK G. WISNER 2. TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF DELOITTE & TOUCHE LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4. STOCKHOLDER PROPOSAL CONCERNING PROXY ACCESS, IF PROPERLY PRESENTED. 5. STOCKHOLDER PROPOSAL CONCERNING A METHANE EMISSIONS REPORT, IF PROPERLY PRESENTED. OCCIDENTAL PETROLEUM CORPORATION Security Meeting Type Annual Ticker Symbol OXY Meeting Date 01-May-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: SPENCER ABRAHAM 1B. ELECTION OF DIRECTOR: HOWARD I. ATKINS 1C. ELECTION OF DIRECTOR: EUGENE L. BATCHELDER 1D. ELECTION OF DIRECTOR: STEPHEN I. CHAZEN 1E. ELECTION OF DIRECTOR: JOHN E. FEICK 1F. ELECTION OF DIRECTOR: MARGARET M. FORAN 1G. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ 1H. ELECTION OF DIRECTOR: WILLIAM R. KLESSE 1I. ELECTION OF DIRECTOR: AVEDICK B. POLADIAN 1J. ELECTION OF DIRECTOR: ELISSE B. WALTER 2. ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION 3. APPROVAL OF THE OCCIDENTAL PETROLEUM CORPORATION 2015 LONG- TERM INCENTIVE PLAN Against Against 4. RATIFICATION OF INDEPENDENT AUDITORS 5. RECOVERY OF UNEARNED MANAGEMENT BONUSES 6. PROXY ACCESS 7. METHANE EMISSIONS AND FLARING 8. REVIEW LOBBYING AT FEDERAL, STATE, LOCAL LEVELS

9 BERKSHIRE HATHAWAY INC. Security Meeting Type Annual Ticker Symbol BRKB Meeting Date 02-May-2015 ISIN US Agenda DIRECTOR 1 WARREN E. BUFFETT For For 2 CHARLES T. MUNGER For For 3 HOWARD G. BUFFETT For For 4 STEPHEN B. BURKE For For 5 SUSAN L. DECKER For For 6 WILLIAM H. GATES III For For 7 DAVID S. GOTTESMAN For For 8 CHARLOTTE GUYMAN For For 9 THOMAS S. MURPHY For For 10 RONALD L. OLSON For For 11 WALTER SCOTT, JR. For For 12 MERYL B. WITMER For For BRISTOL-MYERS SQUIBB COMPANY Security Meeting Type Annual Ticker Symbol BMY Meeting Date 05-May-2015 ISIN US Agenda A) ELECTION OF DIRECTOR: L. ANDREOTTI 1B) ELECTION OF DIRECTOR: G. CAFORIO, M.D. 1C) ELECTION OF DIRECTOR: L.B. CAMPBELL 1D) ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D. 1E) ELECTION OF DIRECTOR: M. GROBSTEIN 1F) ELECTION OF DIRECTOR: A.J. LACY 1G) ELECTION OF DIRECTOR: T.J. LYNCH, JR., M.D. 1H) ELECTION OF DIRECTOR: D.C. PALIWAL 1I) ELECTION OF DIRECTOR: V.L. SATO, PH.D. 1J) ELECTION OF DIRECTOR: G.L. STORCH 1K) ELECTION OF DIRECTOR: T.D. WEST, JR. 2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 3. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 4. APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION - EXCLUSIVE FORUM PROVISION 5. APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION - SUPERMAJORITY PROVISIONS - PREFERRED STOCKHOLDERS 6. SHAREHOLDER ACTION BY WRITTEN CONSENT GILEAD SCIENCES, INC. Security Meeting Type Annual Ticker Symbol GILD Meeting Date 06-May-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: JOHN F. COGAN 1B. ELECTION OF DIRECTOR: ETIENNE F. DAVIGNON 1C. ELECTION OF DIRECTOR: CARLA A. HILLS 1D. ELECTION OF DIRECTOR: KEVIN E. LOFTON 1E. ELECTION OF DIRECTOR: JOHN W. MADIGAN 1F. ELECTION OF DIRECTOR: JOHN C. MARTIN 1G. ELECTION OF DIRECTOR: NICHOLAS G. MOORE 1H. ELECTION OF DIRECTOR: RICHARD J. WHITLEY 1I. ELECTION OF DIRECTOR: GAYLE E. WILSON 1J. ELECTION OF DIRECTOR: PER WOLD-OLSEN 2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF GILEAD FOR THE FISCAL YEAR ENDING DECEMBER 31, TO APPROVE AN AMENDMENT AND RESTATEMENT TO Against Against

10 GILEAD'S EMPLOYEE STOCK PURCHASE PLAN AND INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN. 4. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. 5. TO VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD TAKE STEPS TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. 6. TO VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD ADOPT A POLICY THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS BE AN INDEPENDENT DIRECTOR. 7. TO VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT GILEAD ISSUE AN ANNUAL SUSTAINABILITY REPORT. 8. TO VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD REPORT ON CERTAIN RISKS TO GILEAD FROM RISING PRESSURE TO CONTAIN U.S. SPECIALTY DRUG PRICES. BANK OF AMERICA CORPORATION Security Meeting Type Annual Ticker Symbol BAC Meeting Date 06-May-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: SHARON L. ALLEN 1B. ELECTION OF DIRECTOR: SUSAN S. BIES 1C. ELECTION OF DIRECTOR: JACK O. BOVENDER, JR. 1D. ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. 1E. ELECTION OF DIRECTOR: PIERRE J.P. DE WECK 1F. ELECTION OF DIRECTOR: ARNOLD W. DONALD 1G. ELECTION OF DIRECTOR: CHARLES K. GIFFORD 1H. ELECTION OF DIRECTOR: LINDA P. HUDSON 1I. ELECTION OF DIRECTOR: MONICA C. LOZANO 1J. ELECTION OF DIRECTOR: THOMAS J. MAY 1K. ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN 1L. ELECTION OF DIRECTOR: LIONEL L. NOWELL, III 1M. ELECTION OF DIRECTOR: R. DAVID YOST 2. APPROVING OUR EXECUTIVE COMPENSATION (AN ADVISORY, NON- BINDING "SAY ON PAY" RESOLUTION) 3. RATIFYING THE APPOINTMENT OF OUR REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM FOR APPROVING THE AMENDMENT AND RESTATEMENT OF THE BANK OF AMERICA CORPORATION 2003 KEY ASSOCIATE STOCK PLAN Against Against 5. STOCKHOLDER PROPOSAL - CLIMATE CHANGE REPORT 6. STOCKHOLDER PROPOSAL - LOBBYING REPORT 7. STOCKHOLDER PROPOSAL - STOCKHOLDER ACTION BY WRITTEN CONSENT 8. STOCKHOLDER PROPOSAL - STOCKHOLDER VALUE COMMITTEE PEPSICO, INC. Security Meeting Type Annual Ticker Symbol PEP Meeting Date 06-May-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: SHONA L. BROWN 1B. ELECTION OF DIRECTOR: GEORGE W. BUCKLEY 1C. ELECTION OF DIRECTOR: IAN M. COOK 1D. ELECTION OF DIRECTOR: DINA DUBLON 1E. ELECTION OF DIRECTOR: RONA A. FAIRHEAD 1F. ELECTION OF DIRECTOR: RICHARD W. FISHER 1G. ELECTION OF DIRECTOR: ALBERTO IBARGUEN 1H. ELECTION OF DIRECTOR: WILLIAM R. JOHNSON 1I. ELECTION OF DIRECTOR: INDRA K. NOOYI 1J. ELECTION OF DIRECTOR: DAVID C. PAGE 1K. ELECTION OF DIRECTOR: ROBERT C. POHLAD 1L. ELECTION OF DIRECTOR: LLOYD G. TROTTER

11 1M. ELECTION OF DIRECTOR: DANIEL VASELLA 1N. ELECTION OF DIRECTOR: ALBERTO WEISSER 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. 4. ESTABLISH BOARD COMMITTEE ON SUSTAINABILITY. 5. POLICY REGARDING LIMIT ON ACCELERATED VESTING OF EQUITY AWARDS. 6. REPORT ON MINIMIZING IMPACTS OF NEONICS. VERIZON COMMUNICATIONS INC. Security 92343V104 Meeting Type Annual Ticker Symbol VZ Meeting Date 07-May-2015 ISIN US92343V1044 Agenda A. ELECTION OF DIRECTOR: SHELLYE L. ARCHAMBEAU 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI 1C. ELECTION OF DIRECTOR: RICHARD L. CARRION 1D. ELECTION OF DIRECTOR: MELANIE L. HEALEY 1E. ELECTION OF DIRECTOR: M. FRANCES KEETH 1F. ELECTION OF DIRECTOR: LOWELL C. MCADAM 1G. ELECTION OF DIRECTOR: DONALD T. NICOLAISEN 1H. ELECTION OF DIRECTOR: CLARENCE OTIS, JR. 1I. ELECTION OF DIRECTOR: RODNEY E. SLATER 1J. ELECTION OF DIRECTOR: KATHRYN A. TESIJA 1K. ELECTION OF DIRECTOR: GREGORY D. WASSON 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 4. NETWORK NEUTRALITY REPORT 5. POLITICAL SPENDING REPORT 6. SEVERANCE APPROVAL POLICY 7. STOCK RETENTION POLICY 8. SHAREHOLDER ACTION BY WRITTEN CONSENT CVS HEALTH CORPORATION Security Meeting Type Annual Ticker Symbol CVS Meeting Date 07-May-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: RICHARD M. BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II 1C. ELECTION OF DIRECTOR: ALECIA A. DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE 1G. ELECTION OF DIRECTOR: LARRY J. MERLO 1H. ELECTION OF DIRECTOR: JEAN-PIERRE MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON 1K. ELECTION OF DIRECTOR: TONY L. WHITE 2. PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. 4. PROPOSAL TO APPROVE PERFORMANCE CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5. STOCKHOLDER PROPOSAL REGARDING CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. KINDER MORGAN, INC. Against Against Security 49456B101 Meeting Type Annual Ticker Symbol KMI Meeting Date 07-May-2015 ISIN US49456B1017 Agenda

12 1. DIRECTOR 1 RICHARD D. KINDER For For 2 STEVEN J. KEAN For For 3 TED A. GARDNER For For 4 ANTHONY W. HALL, JR. For For 5 GARY L. HULTQUIST For For 6 RONALD L. KUEHN, JR. For For 7 DEBORAH A. MACDONALD For For 8 MICHAEL J. MILLER For For 9 MICHAEL C. MORGAN For For 10 ARTHUR C. REICHSTETTER For For 11 FAYEZ SAROFIM For For 12 C. PARK SHAPER For For 13 WILLIAM A. SMITH For For 14 JOEL V. STAFF For For 15 ROBERT F. VAGT For For 16 PERRY M. WAUGHTAL For For 2. APPROVAL OF THE KINDER MORGAN, INC AMENDED AND RESTATED STOCK INCENTIVE PLAN. 3. APPROVAL OF THE AMENDED AND RESTATED ANNUAL INCENTIVE PLAN OF KINDER MORGAN, INC. 4. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 5. RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR APPROVAL OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KINDER MORGAN, INC. 7. STOCKHOLDER PROPOSAL RELATING TO A REPORT ON OUR COMPANY'S RESPONSE TO CLIMATE CHANGE. 8. STOCKHOLDER PROPOSAL RELATING TO A REPORT ON METHANE EMISSIONS. 9. STOCKHOLDER PROPOSAL RELATING TO AN ANNUAL SUSTAINABILITY REPORT. MAGNA INTERNATIONAL INC. Against Against Against Against Security Meeting Type Annual Ticker Symbol MGA Meeting Date 07-May-2015 ISIN CA Agenda DIRECTOR 1 SCOTT B. BONHAM For For 2 PETER G. BOWIE For For 3 HON. J. TREVOR EYTON For For 4 V. PETER HARDER For For 5 LADY BARBARA JUDGE For For 6 DR. KURT J. LAUK For For 7 CYNTHIA A. NIEKAMP For For 8 DR.I.V. SAMARASEKERA For For 9 DONALD J. WALKER For For 10 LAWRENCE D. WORRALL For For 11 WILLIAM L. YOUNG For For 02 RE-APPOINTMENT OF DELOITTE LLP AS THE INDEPENDENT AUDITOR OF THE CORPORATION AND AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX THE INDEPENDENT AUDITOR'S REMUNERATION. 03 RESOLVED, ON AN ADVISORY BASIS AND NOT TO DIMINISH THE ROLES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS, THAT THE SHAREHOLDERS ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR/ PROXY STATEMENT. 3M COMPANY Security 88579Y101 Meeting Type Annual Ticker Symbol MMM Meeting Date 12-May-2015 ISIN US88579Y1010 Agenda

13 1A. ELECTION OF DIRECTOR: LINDA G. ALVARADO 1B. ELECTION OF DIRECTOR: SONDRA L. BARBOUR 1C. ELECTION OF DIRECTOR: THOMAS "TONY" K. BROWN 1D. ELECTION OF DIRECTOR: VANCE D. COFFMAN 1E. ELECTION OF DIRECTOR: MICHAEL L. ESKEW 1F. ELECTION OF DIRECTOR: HERBERT L. HENKEL 1G. ELECTION OF DIRECTOR: MUHTAR KENT 1H. ELECTION OF DIRECTOR: EDWARD M. LIDDY 1I. ELECTION OF DIRECTOR: INGE G. THULIN 1J. ELECTION OF DIRECTOR: ROBERT J. ULRICH 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS 3M'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. CONOCOPHILLIPS Security 20825C104 Meeting Type Annual Ticker Symbol COP Meeting Date 12-May-2015 ISIN US20825C1045 Agenda A. ELECTION OF DIRECTOR: RICHARD L. ARMITAGE 1B. ELECTION OF DIRECTOR: RICHARD H. AUCHINLECK 1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH 1D. ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. 1E. ELECTION OF DIRECTOR: JOHN V. FARACI 1F. ELECTION OF DIRECTOR: JODY L. FREEMAN 1G. ELECTION OF DIRECTOR: GAY HUEY EVANS 1H. ELECTION OF DIRECTOR: RYAN M. LANCE 1I. ELECTION OF DIRECTOR: ARJUN N. MURTI 1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK 1K. ELECTION OF DIRECTOR: HARALD J. NORVIK 2. PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. 4. REPORT ON LOBBYING EXPENDITURES. 5. NO ACCELERATED VESTING UPON CHANGE IN CONTROL. 6. POLICY ON USING RESERVES METRICS TO DETERMINE INCENTIVE COMPENSATION. 7. PROXY ACCESS. E. I. DU PONT DE NEMOURS AND COMPANY Security Meeting Type Contested-Annual Ticker Symbol DD Meeting Date 13-May-2015 ISIN US Agenda DIRECTOR 1 LAMBERTO ANDREOTTI For For 2 EDWARD D. BREEN For For 3 ROBERT A. BROWN For For 4 ALEXANDER M. CUTLER For For 5 ELEUTHERE I. DU PONT For For 6 JAMES L. GALLOGLY For For 7 MARILLYN A. HEWSON For For 8 LOIS D. JULIBER For For 9 ELLEN J. KULLMAN For For 10 ULF M. SCHNEIDER For For 11 LEE M. THOMAS For For 12 PATRICK J. WARD For For 2. ON RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3. TO APPROVE, BY ADVISORY VOTE, EXECUTIVE COMPENSATION 4. ON LOBBYING 5. ON GROWER COMPLIANCE

14 6. ON PLANT CLOSURES 7. ON REPEALING CERTAIN AMENDMENTS TO THE BYLAWS ADOPTED BY THE BOARD WITHOUT STOCKHOLDER APPROVAL E. I. DU PONT DE NEMOURS AND COMPANY Security Meeting Type Contested-Annual Ticker Symbol DD Meeting Date 13-May-2015 ISIN US Agenda Opposition 1 DIRECTOR 1 NELSON PELTZ 2 JOHN H. MYERS 3 ARTHUR B. WINKLEBLACK 4 ROBERT J. ZATTA 5 MGT NOM: L. ANDREOTTI 6 MGT NOM: E.D. BREEN 7 MGT NOM: E.I. DU PONT 8 MGT NOM: J.L. GALLOGLY 9 MGT NOM: M.A. HEWSON 10 MGT NOM: E.J. KULLMAN 11 MGT NOM: U.M. SCHNEIDER 12 MGT NOM: P.J. WARD 2 ON RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 TO APPROVE, BY ADVISORY VOTE, EXECUTIVE COMPENSATION 4 ON LOBBYING 5 ON GROWER COMPLIANCE 6 ON PLANT CLOSURE 7 TO REPEAL EACH PROVISION OR AMENDMENT OF THE BYLAWS OF THE COMPANY ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY (AND NOT BY THE COMPANY'S STOCKHOLDERS) SUBSEQUENT TO AUGUST 12, 2013 AND PRIOR TO THE APPROVAL OF THIS RESOLUTION. AMERICAN INTERNATIONAL GROUP, INC. Security Meeting Type Annual Ticker Symbol AIG Meeting Date 13-May-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: W. DON CORNWELL 1B. ELECTION OF DIRECTOR: PETER R. FISHER 1C. ELECTION OF DIRECTOR: JOHN H. FITZPATRICK 1D. ELECTION OF DIRECTOR: PETER D. HANCOCK 1E. ELECTION OF DIRECTOR: WILLIAM G. JURGENSEN 1F. ELECTION OF DIRECTOR: CHRISTOPHER S. LYNCH 1G. ELECTION OF DIRECTOR: GEORGE L. MILES, JR. 1H. ELECTION OF DIRECTOR: HENRY S. MILLER 1I. ELECTION OF DIRECTOR: ROBERT S. MILLER 1J. ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON 1K. ELECTION OF DIRECTOR: RONALD A. RITTENMEYER 1L. ELECTION OF DIRECTOR: DOUGLAS M. STEENLAND 1M. ELECTION OF DIRECTOR: THERESA M. STONE 2. TO VOTE, ON A NON-BINDING ADVISORY BASIS, TO APPROVE EXECUTIVE COMPENSATION. 3. TO ACT UPON A PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR AKAMAI TECHNOLOGIES, INC. Security 00971T101 Meeting Type Annual Ticker Symbol AKAM Meeting Date 13-May-2015 ISIN US00971T1016 Agenda ELECTION OF CLASS I DIRECTOR: GEORGE CONRADES 1.2 ELECTION OF CLASS I DIRECTOR: JILL GREENTHAL

15 1.3 ELECTION OF CLASS I DIRECTOR: F. THOMSON LEIGHTON 2. TO APPROVE AN AMENDMENT TO THE AKAMAI TECHNOLOGIES, INC STOCK INCENTIVE PLAN. 3. TO APPROVE, ON AN ADVISORY BASIS, OUR EXECUTIVE OFFICER COMPENSATION. 4. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, AMGEN INC. Against Against Security Meeting Type Annual Ticker Symbol AMGN Meeting Date 14-May-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: DR. DAVID BALTIMORE 1B. ELECTION OF DIRECTOR: MR. FRANK J. BIONDI, JR. 1C. ELECTION OF DIRECTOR: MR. ROBERT A. BRADWAY 1D. ELECTION OF DIRECTOR: MR. FRANCOIS DE CARBONNEL 1E. ELECTION OF DIRECTOR: DR. VANCE D. COFFMAN 1F. ELECTION OF DIRECTOR: MR. ROBERT A. ECKERT 1G. ELECTION OF DIRECTOR: MR. GREG C. GARLAND 1H. ELECTION OF DIRECTOR: DR. REBECCA M. HENDERSON 1I. ELECTION OF DIRECTOR: MR. FRANK C. HERRINGER 1J. ELECTION OF DIRECTOR: DR. TYLER JACKS 1K. ELECTION OF DIRECTOR: MS. JUDITH C. PELHAM 1L. ELECTION OF DIRECTOR: DR. RONALD D. SUGAR 1M. ELECTION OF DIRECTOR: DR. R. SANDERS WILLIAMS 2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION. 4. STOCKHOLDER PROPOSAL (VOTE TABULATION). UNION PACIFIC CORPORATION Security Meeting Type Annual Ticker Symbol UNP Meeting Date 14-May-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: A.H. CARD, JR. 1B. ELECTION OF DIRECTOR: E.B. DAVIS, JR. 1C. ELECTION OF DIRECTOR: D.B. DILLON 1D. ELECTION OF DIRECTOR: L.M. FRITZ 1E. ELECTION OF DIRECTOR: J.R. HOPE 1F. ELECTION OF DIRECTOR: J.J. KORALESKI 1G. ELECTION OF DIRECTOR: C.C. KRULAK 1H. ELECTION OF DIRECTOR: M.R. MCCARTHY 1I. ELECTION OF DIRECTOR: M.W. MCCONNELL 1J. ELECTION OF DIRECTOR: T.F. MCLARTY III 1K. ELECTION OF DIRECTOR: S.R. ROGEL 1L. ELECTION OF DIRECTOR: J.H. VILLARREAL 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. AN ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY ON PAY"). 4. SHAREHOLDER PROPOSAL REGARDING EXECUTIVES TO RETAIN SIGNIFICANT STOCK IF PROPERLY PRESENTED AT THE ANNUAL MEETING. 5. SHAREHOLDER PROPOSAL REGARDING INDEPENDENT CHAIRMAN IF PROPERLY PRESENTED AT THE ANNUAL MEETING. MANHATTAN ASSOCIATES, INC. Security Meeting Type Annual Ticker Symbol MANH Meeting Date 14-May-2015 ISIN US Agenda

16 1.1 ELECTION OF DIRECTOR: DEEPAK RAGHAVAN 2. NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, JPMORGAN CHASE & CO. Security 46625H100 Meeting Type Annual Ticker Symbol JPM Meeting Date 19-May-2015 ISIN US46625H1005 Agenda A. ELECTION OF DIRECTOR: LINDA B. BAMMANN 1B. ELECTION OF DIRECTOR: JAMES A. BELL 1C. ELECTION OF DIRECTOR: CRANDALL C. BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE 1E. ELECTION OF DIRECTOR: JAMES S. CROWN 1F. ELECTION OF DIRECTOR: JAMES DIMON 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN 1H. ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION 3. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 4. APPROVAL OF AMENDMENT TO LONG-TERM INCENTIVE PLAN 5. INDEPENDENT BOARD CHAIRMAN - REQUIRE AN INDEPENDENT CHAIR 6. LOBBYING - REPORT ON POLICIES, PROCEDURES AND EXPENDITURES 7. SPECIAL SHAREOWNER MEETINGS - REDUCE OWNERSHIP THRESHOLD FROM 20% TO 10% 8. HOW VOTES ARE COUNTED - COUNT VOTES USING ONLY FOR AND AGAINST 9. ACCELERATED VESTING PROVISIONS - REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE 10. CLAWBACK DISCLOSURE POLICY - DISCLOSE WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES MONDELEZ INTERNATIONAL, INC. Against Against Security Meeting Type Annual Ticker Symbol MDLZ Meeting Date 20-May-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH 1B. ELECTION OF DIRECTOR: LEWIS W.K. BOOTH 1C. ELECTION OF DIRECTOR: LOIS D. JULIBER 1D. ELECTION OF DIRECTOR: MARK D. KETCHUM 1E. ELECTION OF DIRECTOR: JORGE S. MESQUITA 1F. ELECTION OF DIRECTOR: JOSEPH NEUBAUER 1G. ELECTION OF DIRECTOR: NELSON PELTZ 1H. ELECTION OF DIRECTOR: FREDRIC G. REYNOLDS 1I. ELECTION OF DIRECTOR: IRENE B. ROSENFELD 1J. ELECTION OF DIRECTOR: PATRICK T. SIEWERT 1K. ELECTION OF DIRECTOR: RUTH J. SIMMONS 1L. ELECTION OF DIRECTOR: JEAN-FRANCOIS M.L. VAN BOXMEER 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 3. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR ENDING DECEMBER 31, 2015.

17 4. SHAREHOLDER PROPOSAL: REPORT ON PACKAGING. PIONEER NATURAL RESOURCES COMPANY Security Meeting Type Annual Ticker Symbol PXD Meeting Date 20-May-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: EDISON C. BUCHANAN 1B. ELECTION OF DIRECTOR: ANDREW F. CATES 1C. ELECTION OF DIRECTOR: TIMOTHY L. DOVE 1D. ELECTION OF DIRECTOR: PHILLIP A. GOBE 1E. ELECTION OF DIRECTOR: LARRY R. GRILLOT 1F. ELECTION OF DIRECTOR: STACY P. METHVIN 1G. ELECTION OF DIRECTOR: ROYCE W. MITCHELL 1H. ELECTION OF DIRECTOR: FRANK A. RISCH 1I. ELECTION OF DIRECTOR: SCOTT D. SHEFFIELD 1J. ELECTION OF DIRECTOR: J. KENNETH THOMPSON 1K. ELECTION OF DIRECTOR: PHOEBE A. WOOD 2. RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3. ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION 4. STOCKHOLDER PROPOSAL RELATING TO PROXY ACCESS AMERICAN TOWER CORPORATION Security 03027X100 Meeting Type Annual Ticker Symbol AMT Meeting Date 20-May-2015 ISIN US03027X1000 Agenda A. ELECTION OF DIRECTOR: RAYMOND P. DOLAN 1B. ELECTION OF DIRECTOR: CAROLYN F. KATZ 1C. ELECTION OF DIRECTOR: GUSTAVO LARA CANTU 1D. ELECTION OF DIRECTOR: CRAIG MACNAB 1E. ELECTION OF DIRECTOR: JOANN A. REED 1F. ELECTION OF DIRECTOR: PAMELA D.A. REEVE 1G. ELECTION OF DIRECTOR: DAVID E. SHARBUTT 1H. ELECTION OF DIRECTOR: JAMES D. TAICLET, JR. 1I. ELECTION OF DIRECTOR: SAMME L. THOMPSON 2. TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE COMPENSATION THE GOLDMAN SACHS GROUP, INC. Security 38141G104 Meeting Type Annual Ticker Symbol GS Meeting Date 21-May-2015 ISIN US38141G1040 Agenda A. ELECTION OF DIRECTOR: LLOYD C. BLANKFEIN 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS 1C. ELECTION OF DIRECTOR: GARY D. COHN 1D. ELECTION OF DIRECTOR: MARK FLAHERTY 1E. ELECTION OF DIRECTOR: WILLIAM W. GEORGE 1F. ELECTION OF DIRECTOR: JAMES A. JOHNSON 1G. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL 1H. ELECTION OF DIRECTOR: ADEBAYO O. OGUNLESI 1I. ELECTION OF DIRECTOR: PETER OPPENHEIMER 1J. ELECTION OF DIRECTOR: DEBORA L. SPAR 1K. ELECTION OF DIRECTOR: MARK E. TUCKER 1L. ELECTION OF DIRECTOR: DAVID A. VINIAR 1M. ELECTION OF DIRECTOR: MARK O. WINKELMAN 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY) 3. APPROVAL OF THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2015) Against Against

18 4. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR SHAREHOLDER PROPOSAL REGARDING VOTE- COUNTING 6. SHAREHOLDER PROPOSAL REGARDING VESTING OF EQUITY AWARDS UPON ENTERING GOVERNMENT SERVICE 7. SHAREHOLDER PROPOSAL REGARDING RIGHT TO ACT BY WRITTEN CONSENT MERCK & CO., INC. Security 58933Y105 Meeting Type Annual Ticker Symbol MRK Meeting Date 26-May-2015 ISIN US58933Y1055 Agenda A. ELECTION OF DIRECTOR: LESLIE A. BRUN 1B. ELECTION OF DIRECTOR: THOMAS R. CECH 1C. ELECTION OF DIRECTOR: KENNETH C. FRAZIER 1D. ELECTION OF DIRECTOR: THOMAS H. GLOCER 1E. ELECTION OF DIRECTOR: WILLIAM B. HARRISON JR. 1F. ELECTION OF DIRECTOR: C. ROBERT KIDDER 1G. ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS 1H. ELECTION OF DIRECTOR: CARLOS E. REPRESAS 1I. ELECTION OF DIRECTOR: PATRICIA F. RUSSO 1J. ELECTION OF DIRECTOR: CRAIG B. THOMPSON 1K. ELECTION OF DIRECTOR: WENDELL P. WEEKS 1L. ELECTION OF DIRECTOR: PETER C. WENDELL 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR PROPOSAL TO AMEND AND RESTATE THE 2010 INCENTIVE STOCK PLAN. 5. PROPOSAL TO AMEND AND RESTATE THE EXECUTIVE INCENTIVE PLAN. 6. SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDERS' RIGHT TO ACT BY WRITTEN CONSENT. 7. SHAREHOLDER PROPOSAL CONCERNING ACCELERATED VESTING OF EQUITY AWARDS. CHEVRON CORPORATION Against Against Against Against Security Meeting Type Annual Ticker Symbol CVX Meeting Date 27-May-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: A.B. CUMMINGS JR. 1B. ELECTION OF DIRECTOR: L.F. DEILY 1C. ELECTION OF DIRECTOR: R.E. DENHAM 1D. ELECTION OF DIRECTOR: A.P. GAST 1E. ELECTION OF DIRECTOR: E. HERNANDEZ JR. 1F. ELECTION OF DIRECTOR: J.M. HUNTSMAN JR. 1G. ELECTION OF DIRECTOR: C.W. MOORMAN 1H. ELECTION OF DIRECTOR: J.G. STUMPF 1I. ELECTION OF DIRECTOR: R.D. SUGAR 1J. ELECTION OF DIRECTOR: I.G. THULIN 1K. ELECTION OF DIRECTOR: C. WARE 1L. ELECTION OF DIRECTOR: J.S. WATSON 2. RATIFICATION OF APPOINTMENT OF PWC AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 4. DISCLOSE CHARITABLE CONTRIBUTIONS OF $5,000 OR MORE 5. REPORT ON LOBBYING 6. CEASE USING CORPORATE FUNDS FOR POLITICAL PURPOSES 7. ADOPT DIVIDEND POLICY 8. ADOPT TARGETS TO REDUCE GHG EMISSIONS 9. REPORT ON SHALE ENERGY OPERATIONS

19 10. ADOPT PROXY ACCESS BYLAW 11. ADOPT POLICY FOR INDEPENDENT CHAIRMAN 12. RECOMMEND INDEPENDENT DIRECTOR WITH ENVIRONMENTAL EXPERTISE 13. SET SPECIAL MEETINGS THRESHOLD AT 10% EXXON MOBIL CORPORATION Security 30231G102 Meeting Type Annual Ticker Symbol XOM Meeting Date 27-May-2015 ISIN US30231G1022 Agenda DIRECTOR 1 M.J. BOSKIN For For 2 P. BRABECK-LETMATHE For For 3 U.M. BURNS For For 4 L.R. FAULKNER For For 5 J.S. FISHMAN For For 6 H.H. FORE For For 7 K.C. FRAZIER For For 8 D.R. OBERHELMAN For For 9 S.J. PALMISANO For For 10 S.S REINEMUND For For 11 R.W. TILLERSON For For 12 W.C. WELDON For For 2. RATIFICATION OF INDEPENDENT AUDITORS (PAGE 60) 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (PAGE 61) 4. INDEPENDENT CHAIRMAN (PAGE 63) 5. PROXY ACCESS BYLAW (PAGE 64) 6. CLIMATE EXPERT ON BOARD (PAGE 66) 7. BOARD QUOTA FOR WOMEN (PAGE 67) 8. REPORT ON COMPENSATION FOR WOMEN (PAGE 68) 9. REPORT ON LOBBYING (PAGE 69) 10. GREENHOUSE GAS EMISSIONS GOALS (PAGE 70) 11. REPORT ON HYDRAULIC FRACTURING (PAGE 72) BLACKROCK, INC. Security 09247X101 Meeting Type Annual Ticker Symbol BLK Meeting Date 28-May-2015 ISIN US09247X1019 Agenda A. ELECTION OF DIRECTOR: ABDLATIF YOUSEF AL- HAMAD 1B. ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA 1C. ELECTION OF DIRECTOR: PAMELA DALEY 1D. ELECTION OF DIRECTOR: WILLIAM S. DEMCHAK 1E. ELECTION OF DIRECTOR: JESSICA P. EINHORN 1F. ELECTION OF DIRECTOR: LAURENCE D. FINK 1G. ELECTION OF DIRECTOR: FABRIZIO FREDA 1H. ELECTION OF DIRECTOR: MURRY S. GERBER 1I. ELECTION OF DIRECTOR: JAMES GROSFELD 1J. ELECTION OF DIRECTOR: ROBERT S. KAPITO 1K. ELECTION OF DIRECTOR: DAVID H. KOMANSKY 1L. ELECTION OF DIRECTOR: SIR DERYCK MAUGHAN 1M. ELECTION OF DIRECTOR: CHERYL D. MILLS 1N. ELECTION OF DIRECTOR: THOMAS H. O'BRIEN 1O. ELECTION OF DIRECTOR: IVAN G. SEIDENBERG 1P. ELECTION OF DIRECTOR: MARCO ANTONIO SLIM DOMIT 1Q. ELECTION OF DIRECTOR: JOHN S. VARLEY 1R. ELECTION OF DIRECTOR: SUSAN L. WAGNER 2. APPROVAL OF THE BLACKROCK, INC. SECOND AMENDED AND RESTATED 1999 STOCK AWARD AND INCENTIVE PLAN. 3. APPROVAL, IN A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED AND DISCUSSED IN THE PROXY STATEMENT. Against Against 4. RATIFICATION OF THE APPOINTMENT OF DELOITTE &

20 TOUCHE LLP AS BLACKROCK'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR A STOCKHOLDER PROPOSAL BY MR. ERIC COHEN REGARDING THE ADOPTION OF PROCEDURES TO AVOID HOLDING OR RECOMMENDING INVESTMENTS IN COMPANIES THAT SUBSTANTIALLY CONTRIBUTE TO GENOCIDE. 6. A STOCKHOLDER PROPOSAL BY THE AMERICAN FEDERATION OF STATE, COUNTY AND MUNICIPAL EMPLOYEES PENSION PLAN AND THE MISSIONARY OBLATES OF MARY IMMACULATE REGARDING THE PRODUCTION OF AN ANNUAL REPORT ON CERTAIN TRADE ASSOCIATION AND LOBBYING EXPENDITURES. LOWE'S COMPANIES, INC. Security Meeting Type Annual Ticker Symbol LOW Meeting Date 29-May-2015 ISIN US Agenda DIRECTOR 1 RAUL ALVAREZ For For 2 DAVID W. BERNAUER For For 3 ANGELA F. BRALY For For 4 LAURIE Z. DOUGLAS For For 5 RICHARD W. DREILING For For 6 ROBERT L. JOHNSON For For 7 MARSHALL O. LARSEN For For 8 RICHARD K. LOCHRIDGE For For 9 JAMES H. MORGAN For For 10 ROBERT A. NIBLOCK For For 11 ERIC C. WISEMAN For For 2. ADVISORY APPROVAL OF LOWE'S NAMED EXECUTIVE OFFICER COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS LOWE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL NXP SEMICONDUCTORS NV. Security N6596X109 Meeting Type Annual Ticker Symbol NXPI Meeting Date 02-Jun-2015 ISIN NL Agenda C. ADOPTION OF THE 2014 STATUTORY ANNUAL ACCOUNTS 2D. GRANTING DISCHARGE TO THE DIRECTORS FOR THEIR RESPONSIBILITIES IN THE FINANCIAL YEAR A. PROPOSAL TO RE-APPOINT MR. RICHARD L. CLEMMER AS EXECUTIVE DIRECTOR WITH EFFECT FROM JUNE 2, B. PROPOSAL TO RE-APPOINT SIR PETER BONFIELD AND NON-EXECUTIVE DIRECTOR WITH EFFECT FROM JUNE 2, C. PROPOSAL TO RE-APPOINT MR. JOHANNES P. HUTH AS NON-EXECUTIVE DIRECTOR WITH EFFECT FROM JUNE 2, D. PROPOSAL TO RE-APPOINT MR. KENNETH A. GOLDMAN AS NON-EXECUTIVE DIRECTOR WITH EFFECT FROM JUNE 2, E. PROPOSAL TO RE-APPOINT DR. MARION HELMES AS NON-EXECUTIVE DIRECTOR WITH EFFECT FROM JUNE 2, F. PROPOSAL TO RE-APPOINT MR. JOSEPH KAESER AS NON-EXECUTIVE DIRECTOR WITH EFFECT FROM JUNE 2, G. PROPOSAL TO RE-APPOINT MR. IAN LORING AS NON- EXECUTIVE DIRECTOR WITH EFFECT FROM JUNE 2, H. PROPOSAL TO RE-APPOINT MR. ERIC MEURICE AS NON- EXECUTIVE DIRECTOR WITH EFFECT FROM JUNE 2, I. PROPOSAL TO RE-APPOINT MS. JULIE SOUTHERN AS NON-EXECUTIVE DIRECTOR EFFECT FROM JUNE 2, J. PROPOSAL TO APPOINT DR. RICK TSAI AS NON- EXECUTIVE DIRECTOR WITH EFFECT FROM JUNE 2, A. AUTHORIZATION OF THE BOARD OF DIRECTORS TO ISSUE SHARES OR GRANT RIGHTS TO ACQUIRE SHARES 4B. AUTHORIZATION OF THE BOARD OF DIRECTORS TO

21 RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS 5. AUTHORIZATION OF THE BOARD OF DIRECTORS TO REPURCHASE SHARES IN THE COMPANY'S CAPITAL 6. AUTHORIZATION TO CANCEL REPURCHASED SHARES IN THE COMPANY'S CAPITAL 7. RE-APPOINTMENT OF KPMG ACCOUNTANTS N.V. AS THE COMPANY'S EXTERNAL AUDITOR GOOGLE INC. Security 38259P508 Meeting Type Annual Ticker Symbol GOOGL Meeting Date 03-Jun-2015 ISIN US38259P5089 Agenda DIRECTOR 1 LARRY PAGE For For 2 SERGEY BRIN For For 3 ERIC E. SCHMIDT For For 4 L. JOHN DOERR For For 5 DIANE B. GREENE For For 6 JOHN L. HENNESSY For For 7 ANN MATHER For For 8 ALAN R. MULALLY For For 9 PAUL S. OTELLINI For For 10 K. RAM SHRIRAM For For 11 SHIRLEY M. TILGHMAN For For 2 THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, THE APPROVAL OF AN AMENDMENT TO GOOGLE'S 2012 STOCK PLAN TO INCREASE THE SHARE RESERVE BY 17,000,000 SHARES OF CLASS C CAPITAL STOCK. 4 A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. 5 A STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING. 6 A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING. 7 A STOCKHOLDER PROPOSAL REGARDING A REPORT ON RENEWABLE ENERGY COST, IF PROPERLY PRESENTED AT THE MEETING. 8 A STOCKHOLDER PROPOSAL REGARDING A REPORT ON BUSINESS RISK RELATED TO CLIMATE CHANGE REGULATIONS, IF PROPERLY PRESENTED AT THE MEETING. AMAZON.COM, INC. Against Against Security Meeting Type Annual Ticker Symbol AMZN Meeting Date 10-Jun-2015 ISIN US Agenda A. ELECTION OF DIRECTOR: JEFFREY P. BEZOS 1B. ELECTION OF DIRECTOR: TOM A. ALBERG 1C. ELECTION OF DIRECTOR: JOHN SEELY BROWN 1D. ELECTION OF DIRECTOR: WILLIAM B. GORDON 1E. ELECTION OF DIRECTOR: JAMIE S. GORELICK 1F. ELECTION OF DIRECTOR: JUDITH A. MCGRATH 1G. ELECTION OF DIRECTOR: ALAIN MONIE 1H. ELECTION OF DIRECTOR: JONATHAN J. RUBINSTEIN 1I. ELECTION OF DIRECTOR: THOMAS O. RYDER 1J. ELECTION OF DIRECTOR: PATRICIA Q. STONESIFER 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS 3. SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS FOR SHAREHOLDERS 4. SHAREHOLDER PROPOSAL REGARDING A REPORT CONCERNING CORPORATE POLITICAL CONTRIBUTIONS 5. SHAREHOLDER PROPOSAL REGARDING SUSTAINABILITY REPORTING 6. SHAREHOLDER PROPOSAL REGARDING A REPORT