Edgar Filing: FIRST OPPORTUNITY FUND INC

npxfofi2013.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-04605

FIRST OPPORTUNITY FUND, INC.

(Exact name of registrant as specified in charter)

Fund Administrative Services, LLC

2344 Spruce Street, Suite A, Boulder, CO 80302

(Address of principal executive offices) (Zip code)

Fund Administrative Services, LLC

2344 Spruce Street, Suite A, Boulder, CO 80302

(Name and address of agent for service)

Registrant’s Telephone Number, including Area Code: (303) 444-5483

Date of fiscal year end: March 31

Date of reporting period: July 1, 2012 – June 30, 2013

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 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Proxy Voting Record

For Period July 1, 2012 to June 30, 2013

								Matter
			Shareholder					Proposed			For or
	Ticker		Meeting	Record	Meeting	Proposal		by Issuer	Vote Cast	Vote	Against
Name of Issuer	Symbol	CUSIP	Date	Date	Type	Number	Description of Matter to be Voted On	or Holder	(Yes or Abstain)	(For or Against)	Management

ICB FINANCIAL	ICBN	44923M103	9/20/2012	7/31/2012	Annual	1	APPROVING PRINCIPAL TERMS OF AN AGREEMENT AND PLAN OF MERGER AMONG STARBUCK BANCSHARES, INC., ICB MERGER SUB CORP., AND ICBF AS MAY BE AMENDED FROM TIME TO TIME ("MERGER AGREEMENT"), AND THE PRINCIPAL TERMS OF THE MERGER OF ICB MERGER SUB CORP. WITH AND INTO ICBF, WITH ICBF CONTINUING AS THE SURVIVING COMPANY AND AS A WHOLLY-OWNED SUBSIDIARY OF STARBUCK BANCSHARES, INC.	Issuer	Yes	For	For
						2	APPROVING THE GRANT OF DISCRETIONARY AUTHORITY TO ADJOURN THE ICBF ANNUAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING OF ICBF TO APPROVE THE PRINCIPAL TERMS OF THE MERGER AGREEMENT AND THE MERGER.	Issuer	Abstain	Abstain	Abstain
						3	Election of directors. Nominees:
							1) GLENDA M. BAYLESS	Issuer	Yes	For	For
							2) JAMES S. COOPER	Issuer	Yes	For	For
							3) KENNETH R. LEHMAN	Issuer	Yes	For	For
							4) BYRON R. MATTESON	Issuer	Yes	For	For
							5) RONALD J. MAYER	Issuer	Yes	For	For
							6) A.G. THEODOROU, D.D.S.	Issuer	Yes	For	For
							7) EUGENE H. WOOD	Issuer	Yes	For	For
							8) ROBERT H. ZIPRICK	Issuer	Yes	For	For
						4	APPROVING AN ADVISORY (NON-BINDING) PROPOSAL TO RATIFY ICBF'S COMPENSATION OF ITS EXECUTIVE OFFICERS.	Issuer	Yes	For	For
						5	APPROVING A PROPOSAL TO RATIFY THE SELECTION OF SQUAR, MILNER, PETERSON, MIRANDA & WILLIAMSON, LLP ("SQUAR MILNER") TO SERVE AS ICBF'S INDEPENDENT PUBLIC ACCOUNTANTS FOR 2012.	Issuer	Yes	For	For
						6	TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND AT ANY ADJOURNMENTS THEREOF.	Issuer	Abstain	Abstain	Abstain

EAGLE BANCORP MONTANA, INC.	EBMT	26942G100	10/18/2012	9/6/2012	Annual	1	Election of directors. Nominees:
							1) THOMAS J. MCCARVEL	Issuer	Yes	For	For
							2) JAMES A. MAIERLE	Issuer	Yes	For	For
						2	RATIFICATION OF THE APPOINTMENT OF DAVIS, KINARD & CO., P.C. AS EAGLE BANCORP MONTANA INC.'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2013	Issuer	Yes	For	For

WESTERN LIBERTY BANCORP	WLBC	961443108	10/17/2012	9/10/2012	Special	1	TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 17, 2012, BY AND BETWEEN WESTERN ALLIANCE BANCORPORATION AND WESTERN LIBERTY BANCORP, PURSUANT TO WHICH WESTERN LIBERTY BANCORP WILL MERGE WITH AND INTO WESTERN ALLIANCE BANCORPORATION WITH WESTERN ALLIANCE BANCORPORATION SURVIVING THE MERGER, AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS.	Issuer	Yes	For	For
						2	TO VOTE, ON AN ADVISORY (NONBINDING) BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO WESTERN LIBERTY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE.	Issuer	Yes	For	For
						3	TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS OF THE MEETING, INCLUDING, WITHOUT LIMITATION, A MOTION TO ADJOURN THE SPECIAL MEETING TO ANOTHER TIME AND/OR PLACE FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IN ORDER TO APPROVE THE FOREGOING PROPOSALS.	Issuer	Abstain	Abstain	Abstain

CARVER BANCORP, INC.	CARV	146875604	9/27/2012	8/7/2012	Annual	1	Election of directors. Nominees:
							1) DR. SAMUEL J. DANIEL	Issuer	Yes	For	For
							2) MR. ROBERT R. TARTER	Issuer	Yes	For	For
						2	TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR CARVER FOR THE FISCAL YEAR ENDING MARCH 31, 2013.	Issuer	Yes	For	For
						3	ADVISORY (NON-BINDING) APPROVAL OF COMPENSATION OF NAMED EXECUTIVE OFFICERS AS DETERMINED BY THE COMPENSATION COMMITTEE.	Issuer	Yes	For	For


FIRST CAPITAL BANCORP, INC.	FCVA	319438107	8/22/2012	7/2/2012	Annual	1	Election of directors. Nominees:
							1) ROBERT G. WATTS, JR.	Issuer	Yes	For	For
							2) DEBRA L. RICHARDSON	Issuer	Yes	For	For
							3) JOHN M. PRESLEY	Issuer	Yes	For	For
						2	PROPOSAL TO AMEND THIS FIRST CAPITAL BANCORP, INC. 2010 STOCK INCENTIVE PLAN TO INCREASE THE AUTHORIZED NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER BY 360,000 SHARES	Issuer	Yes	For	For
						3	PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT A REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK	Issuer	Yes	For	For
						4	PROPOSAL TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF EXECUTIVES DISCLOSED IN THE PROXY STATEMENT	Issuer	Yes	For	For
						5	PROPOSAL TO RATIFY THE APPOINTMENT OF CHERRY, BEKAERT & HOLLAND	Issuer	Yes	For	For

MALVERN FEDERAL BANCORP INC	MLVF	561410101	10/2/2012	8/9/2012	Special	1	APPROVAL A PLAN OF CONVERSION AND REORGANIZATION AND THE TRANSACTIONS CONTEMPLATED THEREBY, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.	Issuer	Yes	For	For
						2A.	APPROVAL OF A PROVISION IN THE ARTICLES OF INCORPORATION OF MALVERN BANCORP-NEW PROVIDING FOR THE AUTHORIZED CAPITAL STOCK OF 50,000,000 SHARES OF COMMON STOCK AND 10,000,000 SHARES OF SERIAL PREFERRED STOCK COMPARED TO 15,000,000 SHARES OF COMMON STOCK AND 5,000,000 SHARES OF PREFERRED STOCK IN THE CHARTER OF MALVERN FEDERAL BANCORP.	Holder	Yes	Against	Against
						2B.	APPROVAL OF A PROVISION IN THE ARTICLES OF INCORPORATION OF MALVERN BANCORP-NEW REQUIRING A SUPER-MAJORITY SHAREHOLDER APPROVAL FOR MERGERS, CONSOLIDATIONS AND SIMILAR TRANSACTIONS, UNLESS THEY HAVE BEEN APPROVED IN ADVANCE BY AT LEAST TWO-THIRDS OF THE BOARD OF DIRECTORS OF MALVERN BANCORP-NEW.	Holder	Yes	Against	Against
						2C.	APPROVAL OF A PROVISION IN THE ARTICLES OF INCORPORATION OF MALVERN BANCORP-NEW REQUIRING A SUPER-MAJORITY SHAREHOLDER APPROVAL OF AMENDMENTS TO CERTAIN PROVISIONS IN THE ARTICLES OF INCORPORATION AND BYLAWS OF MALVERN BANCORP-NEW.	Holder	Yes	Against	Against
						2D.	APPROVAL OF A PROVISION IN ARTICLES OF INCORPORATION OF MALVERN BANCORP-NEW TO LIMIT THE ACQUISITION OF SHARES IN EXCESS OF 10% OF OUTSTANDING VOTING SECURITIES OF MALVERN BANCORP-NEW.	Holder	Yes	Against	Against
						3	ADJOURNMENT OF THE MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT MEETING.	Issuer	Abstain	Abstain	Abstain

HARRIS CORPORATION	HRS	413875105	10/26/2012	8/31/2012	Annual	1	Election of directors. Nominees:
							1) ELECTION OF DIRECTOR: WILLIAM M. BROWN	Issuer	Yes	For	For
							2) ELECTION OF DIRECTOR: PETER W. CHIARELLI	Issuer	Yes	For	For
							3) ELECTION OF DIRECTOR: THOMAS A. DATTILO	Issuer	Yes	For	For
							4) ELECTION OF DIRECTOR: TERRY D. GROWCOCK	Issuer	Yes	For	For
							5) ELECTION OF DIRECTOR: LEWIS HAY III	Issuer	Yes	For	For
							6) ELECTION OF DIRECTOR: KAREN KATEN	Issuer	Yes	For	For
							7) ELECTION OF DIRECTOR: STEPHEN P. KAUFMAN	Issuer	Yes	For	For
							8) ELECTION OF DIRECTOR: LESLIE F. KENNE	Issuer	Yes	For	For
							9) ELECTION OF DIRECTOR: DAVID B. RICKARD	Issuer	Yes	For	For
							10) ELECTION OF DIRECTOR: JAMES C. STOFFEL	Issuer	Yes	For	For
							11) ELECTION OF DIRECTOR: GREGORY T. SWIENTON	Issuer	Yes	For	For
							12) ELECTION OF DIRECTOR: HANSEL E. TOOKES II	Issuer	Yes	For	For
						2	APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Issuer	Yes	For	For
						3	APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO PERMIT HOLDERS OF 25% OF OUR OUTSTANDING SHARES OF COMMON STOCK TO CALL SPECIAL MEETINGS OF SHAREHOLDERS.	Issuer	Yes	For	For
						4	THE RATIFICATION OF THE APPOINTMENT BY OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.	Issuer	Yes	For	For

HAMPDEN BANCORP, INC.	HBNK	40867E107	11/6/2012	9/19/2012	Annual	1	Election of directors. Nominees:
							1) JUDITH E. KENNEDY	Issuer	Yes	For	For
							2) RICHARD J. KOS	Issuer	Yes	For	For
							3) KATHLEEN O'BRIEN MOORE	Issuer	Yes	For	For
						2	TO RATIFY THE APPOINTMENT OF WOLF & COMPANY, P.C. AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING JUNE 30, 2013.	Issuer	Yes	For	For
						3	TO EXPLORE AVENUES TO ENHANCE SHAREHOLDER VALUE THROUGH AN EXTRA-ORDINARY TRANSACTION (DEFINED HERE AS A TRANSACTION NOT IN THE ORDINARY COURSE OF BUSINESS OPERATIONS) INCLUDING, BUT NOT LIMITED TO, SELLING OR MERGING THE COMPANY WITH ANOTHER INSTITUTION.	Issuer	Yes	For	For

OSAGE BANCSHARES, INC.	OSBK	68764U106	11/14/2012	9/14/2012	Special	1	TO APPROVE AN AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 27, 2012, BETWEEN AMERICAN BANCORPORATION, INC. AND OSAGE BANCSHARES, INC. AND THE TRANSACTIONS CONTEMPLATED THEREBY.	Issuer	Yes	For	For
						2	TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT.	Issuer	Abstain	Abstain	Abstain

CISCO SYSTEMS, INC.	CSCO	17275R102	11/15/2012	9/17/2012	Annual	1	Election of directors. Nominees:
							1) ELECTION OF DIRECTOR: CAROL A. BARTZ	Issuer	Yes	For	For
							2) ELECTION OF DIRECTOR: MARC BENIOFF	Issuer	Yes	For	For
							3) ELECTION OF DIRECTOR: M. MICHELE BURNS	Issuer	Yes	For	For
							4) ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS	Issuer	Yes	For	For
							5) ELECTION OF DIRECTOR: LARRY R. CARTER	Issuer	Yes	For	For
							6) ELECTION OF DIRECTOR: JOHN T. CHAMBERS	Issuer	Yes	For	For
							7) ELECTION OF DIRECTOR: BRIAN L. HALLA	Issuer	Yes	For	For
							8) ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY	Issuer	Yes	For	For
							9) ELECTION OF DIRECTOR: DR. KRISTINA M. JOHNSON	Issuer	Yes	For	For
							10) ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH	Issuer	Yes	For	For
							11) ELECTION OF DIRECTOR: RODERICK C. MCGEARY	Issuer	Yes	For	For
							12) ELECTION OF DIRECTOR: ARUN SARIN	Issuer	Yes	For	For
							13) ELECTION OF DIRECTOR: STEVEN M. WEST	Issuer	Yes	For	For
						2	APPROVAL OF AMENDMENT AND RESTATEMENT OF THE EXECUTIVE INCENTIVE PLAN.	Issuer	Yes	For	For
						3	APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION.	Issuer	Yes	For	For
						4	RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2013.	Issuer	Yes	For	For
						5	APPROVAL TO HAVE CISCO'S BOARD ADOPT A POLICY TO HAVE AN INDEPENDENT BOARD CHAIRMAN WHENEVER POSSIBLE.	Holder	Yes	Against	For
						6	APPROVAL TO REQUEST CISCO MANAGEMENT TO PREPARE A REPORT ON "CONFLICT MINERALS" IN CISCO'S SUPPLY CHAIN.	Holder	Yes	Against	For

AUBURN BANCORP INC	ABBB	050254101	11/20/2012	10/2/2012	Annual	1	Election of directors. Nominees:
							1) PETER E. CHALKE	Issuer	Yes	For	For
							2) THOMAS J. DEAN	Issuer	Yes	For	For
							3) SHARON A. MILLETT	Issuer	Yes	For	For
						2	THE RATIFICATION OF BERRY DUNN AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2013	Issuer	Yes	For	For

ROYAL FINANCIAL, INC.	RYFL	78027P109	2/19/2013	11/26/2012	Annual	1	Election of directors. Nominees:
							1) JAMES A. FITCH, JR.	Issuer	Yes	For	For
							2) ROGER L. HUPE	Issuer	Yes	For	For
						2	PROPOSAL TO RATIFY THE APPOINTMENT OF CROWE HORWATH LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30, 2013.	Issuer	Yes	For	For

MALVERN BANCORP INC	MLVF	561409103	2/7/2013	12/20/2012	Annual	1	Election of directors. Nominees:	Issuer	Yes	For	For
							1) RONALD ANDERSON	Issuer	Yes	For	For
							2) F. CLAIRE HUGHES, JR.	Issuer	Yes	For	For
						2	PROPOSAL TO ADOPT A NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Issuer	Yes	For	For
						3	ADVISORY VOTE ON THE FREQUENCY OF THE NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Issuer	Yes	1yr	Against
						4	PROPOSAL TO RATIFY THE APPOINTMENT OF PARENTEBEARD LLC AS MALVERN BANCORP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2013.	Issuer	Yes	For	For

PERPETUAL FEDERAL SAVINGS BANK	PFOH	714273109	1/23/2013	11/30/2012	Annual	1	Election of directors. Nominees:
							1) STEVEN R. BOHL	Issuer	Yes	For	For
							2) MICHAEL R. MELVIN	Issuer	Yes	For	For
							3) JOSEPH P. VALORE	Issuer	Yes	For	For

ALLIANCE BANKSHARES CORPORATION	ABVA	018535104	12/19/2012	10/26/2012	Special	1	TO APPROVE THE AGREEMENT & PLAN OF REORGANIZATION, AS AMENDED, & RELATED PLAN OF MERGER (REORGANIZATION AGREEMENT), AMONG WASHINGTONFIRST BANKSHARES, INC., ALLIANCE BANKSHARES CORPORATION & ALLIANCE BANK CORPORATION PURSUANT TO WHICH ALLIANCE WILL MERGE WITH & INTO WASHINGTONFIRST, WITH WASHINGTONFIRST AS THE SURVIVING CORPORATION (MERGER).	Issuer	Yes	For	For
						2	TO APPROVE, IN A NON-BINDING ADVISORY VOTE, CERTAIN COMPENSATION THAT ALLIANCE'S NAMED EXECUTIVE OFFICERS MAY RECEIVE, UNDER PRE-EXISTING AGREEMENTS, IN CONNECTION WITH THE MERGER.	Issuer	Yes	For	For
						3	TO APPROVE A PROPOSAL, IF NECESSARY, TO ADJOURN OR POSTPONE THE SPECIAL MEETING TO PERMIT THE FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ACHIEVE A QUORUM OR APPROVE THE REORGANIZATION AGREEMENT.	Issuer	Abstain	Abstain	Abstain

BROADWAY FINANCIAL CORPORATION	BYFC	111444105	12/19/2012	10/29/2012	Annual	1	Election of directors. Nominees:
							1) WAYNE-KENT A. BRADSHAW	Issuer	Yes	For	For
							2) KELLOGG CHAN	Issuer	Yes	For	For
							3) PAUL C. HUDSON	Issuer	Yes	For	For
						2	RATIFICATION OF APPOINTMENT OF CROWE HORWATH LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF BROADWAY FINANCIAL CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2012	Issuer	Yes	For	For
						3	NONBINDING PROPOSAL TO APPROVE EXECUTIVE COMPENSATION AS DESCRIBED IN THE ANNUAL MEETING PROXY STATEMENT	Issuer	Yes	For	For

HF FINANCIAL CORP.	HFFC	404172108	12/19/2012	11/9/2012	Annual	1	Election of directors. Nominees:
							1) DAVID J. HORAZDOVSKY	Issuer	Yes	For	For
							2) MICHAEL M. VEKICH	Issuer	Yes	For	For
						2	TO RATIFY THE APPOINTMENT OF EIDE BAILLY, LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2013.	Issuer	Yes	For	For

RIVER VALLEY BANCORP	RIVR	768475105	4/17/2013	2/22/2013	Annual	1	Election of directors. Nominees:
							1) FRED W. KOEHLER	Issuer	Yes	For	For
							2) CHARLES J. MCKAY, CPA	Issuer	Yes	For	For
						2	APPROVAL AND RATIFICATION OF THE APPOINTMENT OF BKD, LLP AS AUDITORS FOR RIVER VALLEY BANCORP FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013.	Issuer	Yes	For	For
						3	APPROVAL, ON AN ADVISORY BASIS, OF THE EXECUTIVE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS INCLUDED IN THE PROXY STATEMENT FOR THE ANNUAL MEETING.	Issuer	Yes	For	For
						4	THE SHAREHOLDERS SHOULD VOTE TO APPROVE, ON AN ADVISORY BASIS, THE EXECUTIVE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS EVERY.	Issuer	Yes	1 Year	For

CITIZENS & NORTHERN CORPORATION	CZNC	172922106	4/16/2013	2/19/2013	Annual	1	Election of directors. Nominees:
							1) R.BRUCE HANER	Issuer	Yes	For	For
							2) SUSAN E. HARTLEY	Issuer	Yes	For	For
							3) LEO F. LAMBERT	Issuer	Yes	For	For
							4) LEONARD SIMPSON	Issuer	Yes	For	For
						2	RATIFICATION OF THE APPOINTMENT OF THE FIRM OF PARENTEBEARD LLC AS INDEPENDENT AUDITORS.	Issuer	Yes	For	For

RMR REAL ESTATE INCOME FUND- COMMON	RIF	76970B101	4/11/2013	2/19/2013	Annual	2A.	ELECTION OF CLASS III TRUSTEE: ARTHUR G. KOUMANTZELIS	Issuer	Yes	For	For

OLD LINE BANCSHARES, INC.	OLBK	67984M100	4/15/2013	2/15/2013	Special	1	A PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER DATED SEPTEMBER 10, 2012, AS AMENDED, AS THE AGREEMENT MAY BE AMENDED FROM TIME TO TIME, BY AND BETWEEN OLD LINE BANCSHARES, INC. AND WSB HOLDINGS, INC., ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.	Issuer	Yes	For	For
						2	TO ADJOURN THE MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE MATTERS TO BE CONSIDERED BY THE STOCKHOLDERS AT THE MEETING.	Issuer	Abstain	Abstain	Abstain

SOUTHERN NATIONAL BANCORP OF VA, INC.	SONA	843395104	4/25/2013	3/5/2013	Annual	1	Election of directors. Nominees:
							1) R. RODERICK PORTER	Issuer	Yes	For	For
							2) W. BRUCE JENNINGS	Issuer	Yes	For	For
						2	RATIFICATION OF THE APPOINTMENT OF DIXON HUGHES GOODMAN LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For
						3	APPROVAL OF AN ADVISORY (NON-BINDING) PROPOSAL ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.	Issuer	Yes	For	For

COHEN & STEERS INFRASTRUCTURE FUND, INC	CNS	19248A109	4/25/2013	2/20/2013	Annual	1	Election of directors. Nominees:
							1) MARTIN COHEN	Issuer	Yes	For	For
							2) RICHARD J. NORMAN	Issuer	Yes	For	For
							3) FRANK K. ROSS	Issuer	Yes	For	For

SANOFI	SNY	80105N105	5/3/2013	3/25/2013	Annual	1	APPROVAL OF THE INDIVIDUAL COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012	Issuer	Yes	For	For
						2	APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012	Issuer	Yes	For	For
						3	APPROPRIATION OF PROFITS, DECLARATION OF DIVIDEND	Issuer	Yes	For	For
						4	APPOINTMENT OF A DIRECTOR (FABIENNE LECORVAISIER)	Issuer	Yes	For	For
						5	AUTHORIZATION TO THE BOARD OF DIRECTORS TO CARRY OUT TRANSACTIONS IN SHARES ISSUED BY THE COMPANY	Issuer	Yes	For	For
						6	DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO DECIDE THE ISSUANCE, WITH PREEMPTIVE RIGHTS MAINTAINED, OF SHARES AND/OR SECURITIES GIVING ACCESS TO THE COMPANY'S CAPITAL AND/OR SECURITIES GIVING ENTITLEMENT TO THE ALLOTMENT OF DEBT INSTRUMENTS	Issuer	Yes	For	For
						7	DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO DECIDE THE ISSUANCE, WITH PREEMPTIVE RIGHT BEING CANCELLED, OF SHARES AND/OR SECURITIES GIVING ACCESS TO THE COMPANY'S CAPITAL AND/OR SECURITIES GIVING ENTITLEMENT TO THE ALLOTMENT OF DEBT INSTRUMENTS BY PUBLIC OFFERING	Issuer	Yes	For	For
						8	POSSIBILITY OF ISSUING, WITHOUT PREEMPTIVE RIGHT, SHARES OR SECURITIES GIVING ACCESS TO THE COMPANY'S CAPITAL AS CONSIDERATION FOR ASSETS TRANSFERRED TO THE COMPANY AS A CAPITAL CONTRIBUTION IN KIND IN THE FORM OF SHARES OR SECURITIES GIVING ACCESS TO THE CAPITAL OF ANOTHER COMPANY	Issuer	Yes	For	For
						9	DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO INCREASE THE NUMBER OF SHARES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT PREEMPTIVE RIGHTS	Issuer	Yes	For	For
						10	DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO DECIDE TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY INCORPORATION OF SHARE PREMIUM, RESERVES, PROFITS OR OTHER ITEMS	Issuer	Yes	For	For
						11	DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO DECIDE THE ISSUANCE OF SHARES OR SECURITIES GIVING ACCESS TO THE COMPANY'S CAPITAL RESERVED FOR MEMBERS OF SAVINGS PLANS, WITH WAIVER OF PREEMPTIVE RIGHT IN THEIR FAVOR	Issuer	Yes	For	For
						12	DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO ALLOT, WITHOUT PREEMPTIVE RIGHT, EXISTING OR NEW RESTRICTED SHARES IN FULL OR PARTIAL SUBSTITUTION FOR THE DISCOUNT TO A CAPITAL INCREASE RESERVED FOR SALARIED EMPLOYEES	Issuer	Yes	For	For
						13	DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO GRANT, WITHOUT PREEMPTIVE RIGHT, OPTIONS TO SUBSCRIBE FOR OR PURCHASE SHARES	Issuer	Yes	For	For
						14	AUTHORIZATION TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF TREASURY SHARES	Issuer	Yes	For	For
						15	POWERS FOR FORMALITIES	Issuer	Yes	For	For

GEORGETOWN BANCORP INC.	GTWN	372591107	4/23/2013	3/7/2013	Annual	1	Election of directors. Nominees:
							1) KEITH N. CONGDON	Issuer	Yes	For	For
							2) KATHLEEN R. SACHS	Issuer	Yes	For	For
							3) DAVID A. SPLAINE	Issuer	Yes	For	For
							4) ROBERT T. WYMAN	Issuer	Yes	For	For
						2	THE RATIFICATION OF SHATSWELL MACLEOD & COMPANY, P. C. AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For
						3	AN ADVISORY, NON-BINDING RESOLUTION TO APPROVE THE EXECUTIVE COMPENSATION DESCRIBED IN THE PROXY STATEMENT.	Issuer	Yes	For	For
						4	AN ADVISORY, NON-BINDING PROPOSAL WITH RESPECT TO THE FREQUENCY THAT STOCKHOLDERS WILL VOTE ON OUR EXECUTIVE COMPENSATION.	Issuer	Yes	1YR	For

WELLS FARGO & COMPANY	WFC	949746101	4/23/2013	2/26/2013	Annual	1A)	ELECTION OF DIRECTOR: JOHN D. BAKER II	Issuer	Yes	For	For
						1B)	ELECTION OF DIRECTOR: ELAINE L. CHAO	Issuer	Yes	For	For
						1C)	ELECTION OF DIRECTOR: JOHN S. CHEN	Issuer	Yes	For	For
						1D)	ELECTION OF DIRECTOR: LLOYD H. DEAN	Issuer	Yes	For	For
						1E)	ELECTION OF DIRECTOR: SUSAN E. ENGEL	Issuer	Yes	For	For
						1F)	ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR.	Issuer	Yes	For	For
						1G)	ELECTION OF DIRECTOR: DONALD M. JAMES	Issuer	Yes	For	For
						1H)	ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN	Issuer	Yes	For	For
						1I)	ELECTION OF DIRECTOR: FEDERICO F. PENA	Issuer	Yes	For	For
						1J)	ELECTION OF DIRECTOR: HOWARD V. RICHARDSON	Issuer	Yes	For	For
						1K)	ELECTION OF DIRECTOR: JUDITH M. RUNSTAD	Issuer	Yes	For	For
						1L)	ELECTION OF DIRECTOR: STEPHEN W. SANGER	Issuer	Yes	For	For
						1M)	ELECTION OF DIRECTOR: JOHN G. STUMPF	Issuer	Yes	For	For
						1N)	ELECTION OF DIRECTOR: SUSAN G. SWENSON	Issuer	Yes	For	For
						2	ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.	Issuer	Yes	For	For
						3	PROPOSAL TO APPROVE THE COMPANY'S AMENDED AND RESTATED LONG-TERM INCENTIVE COMPENSATION PLAN.	Issuer	Yes	For	For
						4	PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Issuer	Yes	For	For
						5	STOCKHOLDER PROPOSAL TO ADOPT A POLICY REQUIRING AN INDEPENDENT CHAIRMAN.	Holder	Yes	Against	For
						6	STOCKHOLDER PROPOSAL TO PROVIDE A REPORT ON THE COMPANY'S LOBBYING POLICIES AND PRACTICES.	Holder	Yes	Against	For
						7	STOCKHOLDER PROPOSAL TO REVIEW AND REPORT ON INTERNAL CONTROLS OVER THE COMPANY'S MORTGAGE SERVICING AND FORECLOSURE PRACTICES.	Holder	Yes	Against	For

FIRST SOUTHERN BANCORP, INC.	FSOF	33644N102	4/24/2013	2/28/2013	Annual	1	Election of directors. Nominees:
							1) J. HERBERT BOYDSTUN	Issuer	Yes	For	For
							2) ROBERT G. COX	Issuer	Yes	For	For
							3) MARSHA M. GASSAN	Issuer	Yes	For	For
							4) JOHN T. GRIGSBY	Issuer	Yes	For	For
							5) SIDNEY W. LASSEN	Issuer	Yes	For	For
							6) WILLIAM C. O'MALLEY	Issuer	Yes	For	For
							7) BRIAN J. SHERR	Issuer	Yes	For	For
						2	TO RATIFY THE APPOINTMENT OF CROWE HORWATH LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2013.	Issuer	Yes	For	For

JOHNSON & JOHNSON	JNJ	478160104	4/25/2013	2/26/2013	Annual	1A)	ELECTION OF DIRECTOR: MARY SUE COLEMAN	Issuer	Yes	For	For
						1B)	ELECTION OF DIRECTOR: JAMES G. CULLEN	Issuer	Yes	For	For
						1C)	ELECTION OF DIRECTOR: IAN E.L. DAVIS	Issuer	Yes	For	For
						1D)	ELECTION OF DIRECTOR: ALEX GORSKY	Issuer	Yes	For	For
						1E)	ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS	Issuer	Yes	For	For
						1F)	ELECTION OF DIRECTOR: SUSAN L. LINDQUIST	Issuer	Yes	For	For
						1G)	ELECTION OF DIRECTOR: ANNE M. MULCAHY	Issuer	Yes	For	For
						1H)	ELECTION OF DIRECTOR: LEO F. MULLIN	Issuer	Yes	For	For
						1I)	ELECTION OF DIRECTOR: WILLIAM D. PEREZ	Issuer	Yes	For	For
						1J)	ELECTION OF DIRECTOR: CHARLES PRINCE	Issuer	Yes	For	For
						1K)	ELECTION OF DIRECTOR: A. EUGENE WASHINGTON	Issuer	Yes	For	For
						1L)	ELECTION OF DIRECTOR: RONALD A. WILLIAMS	Issuer	Yes	For	For
						2	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	Issuer	Yes	For	For
						3	RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013	Issuer	Yes	For	For
						4	SHAREHOLDER PROPOSAL - EXECUTIVES TO RETAIN SIGNIFICANT STOCK	Holder	Yes	Against	For
						5	SHAREHOLDER PROPOSAL ON POLITICAL CONTRIBUTIONS AND CORPORATE VALUES	Holder	Yes	Against	For
						6	SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIRMAN	Holder	Yes	Against	For

REPUBLIC FIRST BANCORP, INC.	FRBK	760416107	4/30/2013	3/18/2013	Annual	1	Election of directors. Nominees:
							1) THEODORE J. FLOCCO, JR.	Issuer	Yes	For	For
							2) BARRY L. SPEVAK	Issuer	Yes	For	For
						2	THE ADVISORY APPROVAL OF REPUBLIC FIRST BANCORP INC'S EXECUTIVE COMPENSATION, AS MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.	Issuer	Yes	For	For
						3	TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES.	Issuer	Yes	1 Year	Against
						4	RATIFICATION OF THE APPOINTMENT OF PARENTEBEARD LLC AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For

INTERNATIONAL BUSINESS MACHINES CORP.	IBM	459200101	4/30/2013	3/1/2013	Annual	1	Election of Directors. Nominees:
							1) ELECTION OF DIRECTOR: A.J.P. BELDA	Issuer	Yes	For	For
							2) ELECTION OF DIRECTOR: W.R. BRODY	Issuer	Yes	For	For
							3) ELECTION OF DIRECTOR: K.I. CHENAULT	Issuer	Yes	For	For
							4) ELECTION OF DIRECTOR: M.L. ESKEW	Issuer	Yes	For	For
							5) ELECTION OF DIRECTOR: D.N. FARR	Issuer	Yes	For	For
							6) ELECTION OF DIRECTOR: S.A. JACKSON	Issuer	Yes	For	For
							7) ELECTION OF DIRECTOR: A.N. LIVERIS	Issuer	Yes	For	For
							8) ELECTION OF DIRECTOR: W.J. MCNERNEY, JR.	Issuer	Yes	For	For
							9) ELECTION OF DIRECTOR: J.W. OWENS	Issuer	Yes	For	For
							10) ELECTION OF DIRECTOR: V.M. ROMETTY	Issuer	Yes	For	For
							11) ELECTION OF DIRECTOR: J.E. SPERO	Issuer	Yes	For	For
							12) ELECTION OF DIRECTOR: S. TAUREL	Issuer	Yes	For	For
							13) ELECTION OF DIRECTOR: L.H. ZAMBRANO	Issuer	Yes	For	For
						2	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 71)	Issuer	Yes	For	For
						3	ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE 72)	Issuer	Yes	For	For
						4	STOCKHOLDER PROPOSAL FOR DISCLOSURE OF LOBBYING POLICIES AND PRACTICES (PAGE 73)	Holder	Yes	Against	For
						5	STOCKHOLDER PROPOSAL FOR EXECUTIVES TO RETAIN SIGNIFICANT STOCK (PAGE 76)	Holder	Yes	For	Against
						6	STOCKHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIR (PAGE 75)	Holder	Yes	Against	For
						7	STOCKHOLDER PROPOSAL ON THE RIGHT TO ACT BY WRITTEN CONSENT (PAGE 74)	Holder	Yes	Against	For

SQUARE 1 FINANCIAL, INC.	SQFIREGD	90SQF1991	4/30/2013		Annual	1	Election of directors. Nominees:
							1) Douglas H. Bowers	Issuer	Yes	For	For
							2) William F. Grant III	Issuer	Yes	For	For
							3) Robert S. Muelenbeck	Issuer	Yes	For	For
							4) Seth A. Rudnick	Issuer	Yes	For	For
							5) Robert H. Scott	Issuer	Yes	For	For
						2	The ratification of the appointment of Grant Thornton LLP as independent auditors for the Company for the fiscal year ending December 31, 2013	Issuer	Yes	For	For
						3	Such other business that may properly come before the meeting.	Issuer	Abstain	Abstain	Abstain

XENITH BANKSHARES, INC.	XBKS	98410X105	5/2/2013	3/15/2013	Annual	1	Election of directors. Nominees:
							1) LARRY L. FELTON	Issuer	Yes	For	For
							2) PALMER P. GARSON	Issuer	Yes	For	For
							3) PATRICK D. HANLEY	Issuer	Yes	For	For
							4) PETER C. JACKSON	Issuer	Yes	For	For
							6) T. GAYLON LAYFIELD, III	Issuer	Yes	For	For
							7) MICHAEL A. MANCUSI	Issuer	Yes	For	For
							8) MALCOLM S. MCDONALD	Issuer	Yes	For	For
							9) ROBERT J. MERRICK	Issuer	Yes	For	For
							10) SCOTT A. REED	Issuer	Yes	For	For
							11) MARK B. SISISKY	Issuer	Yes	For	For
							12) THOMAS G. SNEAD, JR.	Issuer	Yes	For	For
						2	RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE INDEPENDENT PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For
						3	ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS	Issuer	Yes	For	For
						4	ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.	Issuer	Yes	1 YR	For

REPUBLIC SERVICES, INC.	RSG	760759100	5/9/2013	3/12/2013	Annual	1	Election of directors. Nominees:
							1) ELECTION OF DIRECTOR: JAMES W. CROWNOVER	Issuer	Yes	For	For
							2) ELECTION OF DIRECTOR: WILLIAM J. FLYNN	Issuer	Yes	For	For
							3) ELECTION OF DIRECTOR: MICHAEL LARSON	Issuer	Yes	For	For
							4) ELECTION OF DIRECTOR: NOLAN LEHMANN	Issuer	Yes	For	For
							5) ELECTION OF DIRECTOR: W. LEE NUTTER	Issuer	Yes	For	For
							6) ELECTION OF DIRECTOR: RAMON A. RODRIGUEZ	Issuer	Yes	For	For
							7). ELECTION OF DIRECTOR: DONALD W. SLAGER	Issuer	Yes	For	For
							8) ELECTION OF DIRECTOR: ALLAN C. SORENSEN	Issuer	Yes	For	For
							9) ELECTION OF DIRECTOR: JOHN M. TRANI	Issuer	Yes	For	For
							10) ELECTION OF DIRECTOR: MICHAEL W. WICKHAM	Issuer	Yes	For	For
						2	ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.	Issuer	Yes	For	For
						3	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2013.	Issuer	Yes	For	For
						4	APPROVAL OF THE AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN.	Issuer	Yes	For	For
						5	STOCKHOLDER PROPOSAL REGARDING PAYMENTS UPON THE DEATH OF A SENIOR EXECUTIVE.	Holder	Yes	For	Against
						6	STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS AND EXPENDITURES.	Holder	Yes	Against	For

PHILIP MORRIS INTERNATIONAL INC.	PM	718172109	5/8/2013	3/15/2013	Annual	1	Election of directors. Nominees:
							1) ELECTION OF DIRECTOR: HAROLD BROWN	Issuer	Yes	For	For
							2) ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA	Issuer	Yes	For	For
							3) ELECTION OF DIRECTOR: ANDRE CALANTZOPOULOS	Issuer	Yes	For	For
							4) ELECTION OF DIRECTOR: LOUIS C. CAMILLERI	Issuer	Yes	For	For
							5) ELECTION OF DIRECTOR: J. DUDLEY FISHBURN	Issuer	Yes	For	For
							6) ELECTION OF DIRECTOR: JENNIFER LI	Issuer	Yes	For	For
							7) ELECTION OF DIRECTOR: GRAHAM MACKAY	Issuer	Yes	For	For
							8) ELECTION OF DIRECTOR: SERGIO MARCHIONNE	Issuer	Yes	For	For
							9) ELECTION OF DIRECTOR: KALPANA MORPARIA	Issuer	Yes	For	For
							10) ELECTION OF DIRECTOR: LUCIO A. NOTO	Issuer	Yes	For	For
							11) ELECTION OF DIRECTOR: ROBERT B. POLET	Issuer	Yes	For	For
							12) ELECTION OF DIRECTOR: CARLOS SLIM HELU	Issuer	Yes	For	For
							13) ELECTION OF DIRECTOR: STEPHEN M. WOLF	Issuer	Yes	For	For
						2	RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS	Holder	Yes	For	For
						3	ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION	Holder	Yes	For	For

LIBERTY BANCORP, INC.	LBCP	53017Q102	5/8/2013	3/25/2013	Annual	1	Election of directors. Nominees:
							1) RALPH W. BRANT, JR.	Issuer	Yes	For	For
							2) ROBERT T. SEVIER	Issuer	Yes	For	For
						2	PROPOSAL TO RATIFY AND APPROVE THE SELECTION OF BKD, LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANT FOR THE YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For

HOME BANCORP INC	HBCP	43689E107	5/8/2013	3/18/2013	Annual	1	Election of directors. Nominees:
							1) MICHAEL P. MARAIST	Issuer	Yes	For	For
							2) RICHARD J. BOURGEOIS	Issuer	Yes	For	For
						2	PROPOSAL TO RATIFY THE APPOINTMENT OF PORTER KEADLE MOORE, LLC AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For

ALTRIA GROUP, INC.	MO	02209S103	5/16/2013	3/25/2013	Annual	1	Election of Directors. Nominees:
							1) ELECTION OF DIRECTOR: GERALD L. BALILES	Issuer	Yes	For	For
							2) ELECTION OF DIRECTOR: MARTIN J. BARRINGTON	Issuer	Yes	For	For
							3) ELECTION OF DIRECTOR: JOHN T. CASTEEN III	Issuer	Yes	For	For
							4) ELECTION OF DIRECTOR: DINYAR S. DEVITRE	Issuer	Yes	For	For
							5) ELECTION OF DIRECTOR: THOMAS F. FARRELL II	Issuer	Yes	For	For
							6) ELECTION OF DIRECTOR: THOMAS W. JONES	Issuer	Yes	For	For
							7) ELECTION OF DIRECTOR: DEBRA J. KELLY-ENNIS	Issuer	Yes	For	For
							8) ELECTION OF DIRECTOR: W. LEO KIELY III	Issuer	Yes	For	For
							9) ELECTION OF DIRECTOR: KATHRYN B. McQUADE	Issuer	Yes	For	For
							10) ELECTION OF DIRECTOR: GEORGE MUÑOZ	Issuer	Yes	For	For
							11) ELECTION OF DIRECTOR: NABIL Y. SAKKAB	Issuer	Yes	For	For
						2	RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	Issuer	Yes	For	For
						3	ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS	Issuer	Yes	For	For
						4	SHAREHOLDER PROPOSAL - DISCLOSURE OF LOBBYING POLICIES AND PRACTICES	Holder	Yes	Against	For

METRO BANCORP, INC.	METR	59161R101	5/16/2013	3/22/2013	Annual	1	Election of directors. Nominees:
							1) GARY L. NALBANDIAN	Issuer	Yes	For	For
							2) JAMES R. ADAIR	Issuer	Yes	For	For
							3) JOHN J. CARDELLO, CPA	Issuer	Yes	For	For
							4) DOUGLAS S. GELDER	Issuer	Yes	For	For
							5) ALAN R. HASSMAN	Issuer	Yes	For	For
							6) J. RODNEY MESSICK	Issuer	Yes	For	For
							7) H.C. METTE, ESQUIRE	Issuer	Yes	For	For
							8) MICHAEL A. SERLUCO	Issuer	Yes	For	For
							9) SAMIR J. SROUJI, M.D	Issuer	Yes	For	For
						2	ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT	Issuer	Yes	For	For
						3	RATIFICATION OF THE APPOINTMENT OF PARENTEBEARD LLC AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013	Issuer	Yes	For	For
						4	TAKE ACTION ON OTHER BUSINESS, WHICH MAY PROPERLY COME BEFORE THE MEETING	Issuer	Abstain	Abstain	Abstain

KOHL'S CORPORATION	KSS	500255104	5/16/2013	3/13/2013	Annual	1	Election of Directors. Nominees:
							1) ELECTION OF DIRECTOR: PETER BONEPARTH	Issuer	Yes	For	For
							2) ELECTION OF DIRECTOR: STEVEN A. BURD	Issuer	Yes	For	For
							3) ELECTION OF DIRECTOR: DALE E. JONES	Issuer	Yes	For	For
							4) ELECTION OF DIRECTOR: KEVIN MANSELL	Issuer	Yes	For	For
							5) ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE	Issuer	Yes	For	For
							6) ELECTION OF DIRECTOR: FRANK V. SICA	Issuer	Yes	For	For
							7) ELECTION OF DIRECTOR: PETER M. SOMMERHAUSER	Issuer	Yes	For	For
							8) ELECTION OF DIRECTOR: STEPHANIE A. STREETER	Issuer	Yes	For	For
							9) ELECTION OF DIRECTOR: NINA G. VACA	Issuer	Yes	For	For
							10) ELECTION OF DIRECTOR: STEPHEN E. WATSON	Issuer	Yes	For	For
						2	RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Issuer	Yes	For	For
						3	ADVISORY VOTE ON APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION.	Issuer	Yes	For	For
						4	SHAREHOLDER PROPOSAL: POLICY ON ANIMAL CRUELTY RELATED TO THE SALE OF PRODUCTS CONTAINING ANIMAL FUR.	Holder	Yes	Against	For
						5	SHAREHOLDER PROPOSAL: INDEPENDENT BOARD CHAIRMAN.	Holder	Yes	Against	For

REDWOOD FINANCIAL, INC.	RWT	757903109	5/15/2013	3/15/2013	Annual	1	Election of directors. Nominees:
							1) DONALD C. ORTH	Issuer	Yes	For	For
							2) THOMAS W. STOTESBERY	Issuer	Yes	For	For
						2	TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.	Issuer	Abstain	Abstain	Abstain

THIRD CENTURY BANCORP.	TDCB	884120106	5/15/2013	3/15/2013	Annual	1	Election of directors. Nominees:
							1) ROBERT D. HEUCHAN	Issuer	Yes	For	For
						2	THE RATIFICATION OF THE APPOINTMENT OF BKD LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For

FIRST CAPITAL BANCORP, INC.	FCVA	319438107	5/15/2013	4/1/2013	Annual	1	Election of directors. Nominees:
							1) YANCEY S. JONES*	Issuer	Yes	For	For
							2) RICHARD W. WRIGHT*	Issuer	Yes	For	For
							3) ROBERT G. WHITTEN*	Issuer	Yes	For	For
							4) NEIL P. AMIN$	Issuer	Yes	For	For
							5) KENNETH R. LEHMAN$	Issuer	Yes	For	For
							6) MARTIN L. BRILL#	Issuer	Yes	For	For
						2	PROPOSAL TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF EXECUTIVES DISCLOSED IN THE PROXY STATEMENT.	Issuer	Yes	For	For
						3	PROPOSAL TO SELECT THE OPTION OF ONCE EVERY ONE, YEAR, TWO YEARS OR THREE YEARS, TO BE THE PREFERRED FREQUENCY WITH WHICH THE COMPANY IS TO HOLD A STOCKHOLDER VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DESCRIBED PURSUANT TO THE SECURITIES AND EXCHANGE COMMISSION'S COMPENSATION DISCLOSURE RULES.	Issuer	Yes	1 Year	Against
						4	PROPOSAL TO RATIFY THE APPOINTMENT OF CHERRY BEKAERT, LLP.	Issuer	Yes	For	For

FIRST ADVANTAGE BANCORP	FABK	31848L104	5/15/2013	3/28/2013	Annual	1	Election of directors. Nominees:
							1) ROBERT E. DURRETT, III	Issuer	Yes	For	For
							2) WILLIAM LAWSON MABRY	Issuer	Yes	For	For
							3) MICHAEL E. WALLACE	Issuer	Yes	For	For
						2	THE RATIFICATION OF THE APPOINTMENT OF HORNE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF FIRST ADVANTAGE BANCORP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For
						3	ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS DISCLOSED IN THE PROXY STATEMENT.	Issuer	Yes	For	For
						4	ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.	Issuer	Yes	1 Year	Against

CENTRAL VALLEY COMMUNITY BANCORP	CVCY	155685100	5/15/2013	3/18/2013	Annual	1	Election of directors. Nominees:
							1) SIDNEY B. COX	Issuer	Yes	For	For
							2) DANIEL N. CUNNINGHAM	Issuer	Yes	For	For
							3) EDWIN S. DARDEN JR.	Issuer	Yes	For	For
							4) DANIEL J. DOYLE	Issuer	Yes	For	For
							5) STEVEN D. MCDONALD	Issuer	Yes	For	For
							6) LOUIS MCMURRAY	Issuer	Yes	For	For
							7) JOSEPH B. WEIRICK	Issuer	Yes	For	For
							8) WILLIAM S. SMITTCAMP	Issuer	Yes	For	For
						2	TO APPROVE THE PROPOSAL TO RATIFY THE APPOINTMENT OF CROWE HORWATH LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY'S 2013 FISCAL YEAR.	Issuer	Yes	For	For
						3	TO ADOPT A NON-BINDING ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION.	Issuer	Yes	For	For

TOTAL S.A.	TOT	89151E109	5/17/2013	4/9/2013	Annual	1	APPROVAL OF PARENT COMPANY FINANCIAL STATEMENTS DATED DECEMBER 31, 2012.	Issuer	Yes	For	For
						2	APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS DATED DECEMBER 31, 2012.	Issuer	Yes	For	For
						3	ALLOCATION OF EARNINGS, DECLARATION OF DIVIDEND.	Issuer	Yes	For	For
						4	AUTHORIZATION FOR THE BOARD OF DIRECTORS TO TRADE IN SHARES OF THE COMPANY.	Issuer	Yes	For	For
						5	RENEWAL OF THE APPOINTMENT OF MR. THIERRY DESMAREST AS A DIRECTOR.	Issuer	Yes	For	For
						6	RENEWAL OF THE APPOINTMENT OF MR. GUNNAR BROCK AS A DIRECTOR.	Issuer	Yes	For	For
						7	RENEWAL OF THE APPOINTMENT OF MR. GERARD LAMARCHE AS A DIRECTOR.	Issuer	Yes	For	For
						8-9	APPOINTMENT OF A DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS: TO VOTE FOR CANDIDATE: MR. CHARLES KELLER-ELECT FOR TO VOTE FOR CANDIDATE: MR. PHILIPPE MARCHANDISE-ELECT AGAINST	Issuer	Yes	For	For
						10	DETERMINATION OF THE TOTAL AMOUNT OF DIRECTORS COMPENSATION.	Issuer	Yes	For	For
						11	AUTHORIZATION TO THE BOARD OF DIRECTORS TO GRANT SUBSCRIPTION OR PURCHASE OPTIONS FOR THE COMPANY'S SHARES TO CERTAIN EMPLOYEES OF THE GROUP AS WELL AS TO THE MANAGEMENT OF THE COMPANY OR OF OTHER GROUP COMPANIES, ENTAILING SHAREHOLDERS' WAIVER OF THEIR PREEMPTIVE RIGHT TO SUBSCRIBE THE SHARES ISSUED AS A RESULT OF THE EXERCISE OF SUBSCRIPTION OPTIONS.	Issuer	Yes	For	For
						12	DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL UNDER THE CONDITIONS PROVIDED IN ARTICLES L. 3332-18 AND FOLLOWING THE FRENCH LABOUR CODE, WHICH ENTAILS SHAREHOLDERS' WAIVER OF THEIR PREEMPTIVE RIGHT TO SUBSCRIBE THE SHARES ISSUED DUE TO THE SUBSCRIPTION OF SHARES BY GROUP EMPLOYEES.	Issuer	Yes	For	For
						13	ESTABLISHMENT OF AN INDEPENDENT ETHICS COMMITTEE.	Holder	Yes	Against	For
						14	COMPONENTS OF THE COMPENSATION OF CORPORATE OFFICERS AND EMPLOYEES THAT ARE LINKED TO INDUSTRIAL SAFETY INDICATORS.	Holder	Yes	Against	For
						15	TOTAL'S COMMITMENT TO THE DIVERSITY LABEL.	Holder	Yes	Against	For
						16	EMPLOYEE REPRESENTATIVE ON THE COMPENSATION COMMITTEE.	Holder	Yes	Against	For
						17	EXPANSION OF INDIVIDUAL SHARE OWNERSHIP (LOYALTY DIVIDEND).	Holder	Yes	Against	For

CAROLINA TRUST BANK	CART	144200102	5/14/2013	3/28/2013	Annual	1	Election of directors. Nominees:
							1) BRYAN ELLIOTT BEAL	Issuer	Yes	For	For
							2) TERRI Q. BLAKE	Issuer	Yes	For	For
							3) NANCY B. PASCHALL	Issuer	Yes	For	For
							4) JOSEPH M. RHYNE, III	Issuer	Yes	For	For
							5) JIM R. WATSON	Issuer	Yes	For	For
							6) ROGER D. WILLIAMS	Issuer	Yes	For	For
						2	APPROVAL OF EXECUTIVE COMPENSATION.	Issuer	Yes	For	For
						3	TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES.	Issuer	Yes	1 Year	For
						4	RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Issuer	Yes	For	For

CFS BANCORP, INC.	CITZ	12525D102	5/14/2013	3/15/2013	Annual	1	Election of directors. Nominees:
							1) JOHN W. PALMER	Issuer	Yes	For	For
							2) DARYL D. POMRANKE	Issuer	Yes	For	For
						2	TO RATIFY THE APPOINTMENT OF BKD, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR CFS BANCORP, INC. FOR THE YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For
						3	AN ADVISORY (NON-BINDING) VOTE TO APPROVE THE 2012 NAMED EXECUTIVE OFFICER COMPENSATION.	Issuer	Yes	For	For

EASTERN VIRGINIA BANKSHARES, INC.	EVBS	277196101	6/4/2013	3/28/2013	Annual	1	Election of directors. Nominees:
							1) W. RAND COOK	Issuer	Yes	For	For
							2) CHARLES R. REVERE	Issuer	Yes	For	For
							3) F.L. GARRETT, III	Issuer	Yes	For	For
							4) JOE A. SHEARIN	Issuer	Yes	For	For
							5) IRA C. HARRIS, PHD, CPA	Issuer	Yes	For	For
							6) H.R. STRAUGHAN, JR.	Issuer	Yes	For	For
							7) LESLIE E. TAYLOR, CPA	Issuer	Yes	For	For
							8) WILLIAM L. LEWIS	Issuer	Yes	For	For
							9) MICHAEL E. FIORE, P.E.	Issuer	Yes	For	For
							10) JAY T. THOMPSON, III	Issuer	Yes	For	For
							11) W. GERALD COX	Issuer	Yes	For	For
							12) ERIC A. JOHNSON	Issuer	Yes	For	For
							13) W. LESLIE KILDUFF, JR.	Issuer	Yes	For	For
						2	TO APPROVE, FOR PURPOSES OF NASDAQ MARKETPLACE RULE 5635, ISSUANCE OF UP TO 9,890,111 SHARES OF COMMON STOCK, INCLUDING ISSUANCE OF UP TO 5,240,192 SHARES OF COMMON STOCK UPON THE CONVERSION OF SHARES OF NON-VOTING MANDATORILY CONVERTIBLE NON-CUMULATIVE PREFERRED STOCK, SERIES B.	Issuer	Yes	For	For
						3	TO APPROVE AN AMENDMENT TO THE BYLAWS TO CHANGE THE RANGE OF THE SIZE OF THE BOARD OF DIRECTORS FROM TEN TO FOURTEEN DIRECTORS TO TEN TO SEVENTEEN DIRECTORS.	Issuer	Yes	For	For
						4	TO APPROVE ON AN ADVISORY (NON-BINDING) BASIS THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.	Issuer	Yes	For	For
						5	TO RATIFY THE AUDIT AND RISK OVERSIGHT COMMITTEE'S APPOINTMENT OF YOUNT, HYDE & BARBOUR, P.C. AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANT OF THE COMPANY FOR 2013.	Issuer	Yes	For	For
						6	TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO ADOPT ANY OF THE PROPOSALS.	Issuer	Abstain	Abstain	Abstain

MACKINAC FINANCIAL CORPORATION	MFNC	554571109	5/29/2013	4/22/2013	Annual	1	Election of directors. Nominees:
							1) ROBERT E. MAHANEY	Issuer	Yes	For	For
							2) DAVID R. STEINHARDT	Issuer	Yes	For	For
							3) PAUL D. TOBIAS	Issuer	Yes	For	For
						2	A PROPOSAL TO APPROVE IN A NON-BINDING ADVISORY VOTE THE CORPORATION'S COMPENSATION OF EXECUTIVES, AS DISCLOSED IN THE PROXY STATEMENT FOR THE ANNUAL MEETING.	Issuer	Yes	For	For
						3	ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.	Issuer	Yes	1 Year	For
						4	TO RATIFY THE APPOINTMENT OF PLANTE & MORAN, PLLC AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For

MERCK & CO., INC.	MRK	58933Y105	5/28/2013	4/1/2013	Annual	1	Election of Directors. Nominees:
							1) ELECTION OF DIRECTOR: LESLIE A. BRUN	Issuer	Yes	For	For
							2) ELECTION OF DIRECTOR: THOMAS R. CECH	Issuer	Yes	For	For
							3) ELECTION OF DIRECTOR: KENNETH C. FRAZIER	Issuer	Yes	For	For
							4) ELECTION OF DIRECTOR: THOMAS H. GLOCER	Issuer	Yes	For	For
							5) ELECTION OF DIRECTOR: WILLIAM B. HARRISON JR.	Issuer	Yes	For	For
							6) ELECTION OF DIRECTOR: C. ROBERT KIDDER	Issuer	Yes	For	For
							7) ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS	Issuer	Yes	For	For
							8) ELECTION OF DIRECTOR: CARLOS E. REPRESAS	Issuer	Yes	For	For
							9) ELECTION OF DIRECTOR: PATRICIA F. RUSSO	Issuer	Yes	For	For
							10) ELECTION OF DIRECTOR: CRAIG B. THOMPSON	Issuer	Yes	For	For
							11) ELECTION OF DIRECTOR: WENDELL P. WEEKS	Issuer	Yes	For	For
							12) ELECTION OF DIRECTOR: PETER C. WENDELL	Issuer	Yes	For	For
						2	RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.	Issuer	Yes	For	For
						3	ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.	Issuer	Yes	For	For
						4	SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDERS' RIGHT TO ACT BY WRITTEN CONSENT.	Holder	Yes	For	Against
						5	SHAREHOLDER PROPOSAL CONCERNING SPECIAL SHAREOWNER MEETINGS.	Holder	Yes	For	Against
						6	SHAREHOLDER PROPOSAL CONCERNING A REPORT ON CHARITABLE AND POLITICAL CONTRIBUTIONS.	Holder	Yes	Against	For
						7	SHAREHOLDER PROPOSAL CONCERNING A REPORT ON LOBBYING ACTIVITIES.	Holder	Yes	Against	For

OLD POINT FINANCIAL CORPORATION	OPOF	680194107	5/28/2013	3/20/2013	Annual	1	Election of directors. Nominees:
							1) JAMES READE CHISMAN	Issuer	Yes	For	For
							2) DR. RICHARD F. CLARK	Issuer	Yes	For	For
							3) RUSSELL SMITH EVANS, JR	Issuer	Yes	For	For
							4) MICHAEL A. GLASSER	Issuer	Yes	For	For
							5) DR. ARTHUR D. GREENE	Issuer	Yes	For	For
							6) STEPHEN D. HARRIS	Issuer	Yes	For	For
							7) JOHN CABOT ISHON	Issuer	Yes	For	For
							8) JOHN B. MORGAN, II	Issuer	Yes	For	For
							9) LOUIS G. MORRIS	Issuer	Yes	For	For
							10) ROBERT L. RIDDLE	Issuer	Yes	For	For
							11) DR. H. ROBERT SCHAPPERT	Issuer	Yes	For	For
							12) ROBERT F. SHUFORD, SR.	Issuer	Yes	For	For
							13) ROBERT F. SHUFORD, JR.	Issuer	Yes	For	For
							14) ELLEN CLARK THACKER	Issuer	Yes	For	For
							15) JOSEPH R. WITT	Issuer	Yes	For	For
						2	TO APPROVE, IN AN ADVISORY, NON-BINDING VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT.	Issuer	Yes	For	For
						3	TO RECOMMEND, IN AN ADVISORY, NON-BINDING VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.	Issuer	Yes	1 Year	For
						4	TO RATIFY THE APPOINTMENT OF YOUNT, HYDE & BARBOUR, P.C. AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For

CHEVRON CORPORATION	CVX	166764100	5/29/2013	4/3/2013	Annual	1	Election of directors. Nominees:
							1) ELECTION OF DIRECTOR: L.F. DEILY	Issuer	Yes	For	For
							2) ELECTION OF DIRECTOR: R.E. DENHAM	Issuer	Yes	For	For
							3) ELECTION OF DIRECTOR: A.P. GAST	Issuer	Yes	For	For
							4) ELECTION OF DIRECTOR: E. HERNANDEZ	Issuer	Yes	For	For
							5) ELECTION OF DIRECTOR: G.L. KIRKLAND	Issuer	Yes	For	For
							6) ELECTION OF DIRECTOR: C.W. MOORMAN	Issuer	Yes	For	For
							7) ELECTION OF DIRECTOR: K.W. SHARER	Issuer	Yes	For	For
							8) ELECTION OF DIRECTOR: J.G. STUMPF	Issuer	Yes	For	For
							9) ELECTION OF DIRECTOR: R.D. SUGAR	Issuer	Yes	For	For
							10) ELECTION OF DIRECTOR: C. WARE	Issuer	Yes	For	For
							11) ELECTION OF DIRECTOR: J.S. WATSON	Issuer	Yes	For	For
						2	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	Issuer	Yes	For	For
						3	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	Issuer	Yes	For	For
						4	APPROVAL OF AMENDMENTS TO LONG-TERM INCENTIVE PLAN	Issuer	Yes	For	For
						5	SHALE ENERGY OPERATIONS	Holder	Yes	Against	For
						6	OFFSHORE OIL WELLS	Holder	Yes	Against	For
						7	CLIMATE RISK	Holder	Yes	Against	For
						8	LOBBYING DISCLOSURE	Holder	Yes	Against	For
						9	CESSATION OF USE OF CORPORATE FUNDS FOR POLITICAL PURPOSES	Holder	Yes	Against	For
						10	CUMULATIVE VOTING	Holder	Yes	For	Against
						11	SPECIAL MEETINGS	Holder	Yes	For	Against
						12	INDEPENDENT DIRECTOR WITH ENVIRONMENTAL EXPERTISE	Holder	Yes	Against	For
						13	COUNTRY SELECTION GUIDELINES	Holder	Yes	Against	For

PACIFIC PREMIER BANCORP, INC.	PPBI	69478X105	5/29/2013	4/1/2013	Annual	1	Election of directors. Nominees:
							1) KENNETH A. BOUDREAU	Issuer	Yes	For	For
							2) JOHN J. CARONA	Issuer	Yes	For	For
							3) STEVEN R. GARDNER	Issuer	Yes	For	For
							4) JOSEPH L. GARRETT	Issuer	Yes	For	For
							5) JOHN D. GODDARD	Issuer	Yes	For	For
							6) JEFF C. JONES	Issuer	Yes	For	For
							7) MICHAEL L. MCKENNON	Issuer	Yes	For	For
						2	TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.	Issuer	Yes	For	For
						3	TO RATIFY THE APPOINTMENT OF VAVRINEK, TRINE, DAY & CO., LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For

HOME FEDERAL BANCORP, INC.	HOME	43710G105	5/24/2013	3/28/2013	Annual	1	Election of directors. Nominees:
							1) JAMES R. STAMEY	Issuer	Yes	For	For
							2) ROBERT A. TINSTMAN	Issuer	Yes	For	For
						2	ADVISORY (NON-BINDING) APPROVAL OF EXECUTIVE COMPENSATION, AS DISCLOSED IN THE PROXY STATEMENT.	Issuer	Yes	For	For
						3	THE RATIFICATION OF THE APPOINTMENT OF CROWE HORWATH LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For

SOUTH STREET SECURITIES HOLDINGS, INC.	SSFC	999C144A	5/22/2013	4/1/2013	Annual	1	Election of directors. Nominees:
							1) JAMES TABACCHI	Issuer	Yes	For	For
							2) LABAN JACKSON	Issuer	Yes	For	For
							3) MICHAEL ESPOSITO	Issuer	Yes	For	For
							4) FRANK PULEO	Issuer	Yes	For	For
							5) ART CERTOSIMO	Issuer	Yes	For	For
						2	RATIFY APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR FISCAL YEAR 2013	Issuer	Yes	For	For
						3	IN THEIR DISCRETION, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.	Issuer	Abstain	Abstain	Abstain

TIPTREE FINANCIAL PARTNERS, L.P.		88822620	6/11/2013	5/10/2013	Special	1	TO APPROVE THE TRANSFER OF SUBSTANTIALLY ALL OF THE PARTNERSHIP'S ASSETS (THE "TIPTREE CONTRIBUTION") TO TIPTREE OPERATIONG COMPANY, LLC ("OPERATING SUBSIDARY"), A NEWLY FORMED ENTITY THAT WILL BE JOINTLY OWNED BY THE PARTNERSHIP AND CARE INVESTMENT TRUST INC. ("CARE"), PURSUANT TO THE CONTRIBUTION AGREEMENT, DATED DECEMBER 31, 2012, AS AMENDED BY THE FIRST AMENDMENT TO THE CONTRIBUTION AGREEMENT, DATED AS OF FEBRUARY 14, 2013 (THE "CONTRIBUTION AGREEMENT"), AMONG THE PARTNERSHIP, OPERATION SUBSIDIARY AND CARE.	Issuer	Yes	For	For

BANK OF COMMERCE HOLDINGS	BOCH	06424J103	5/21/2013	3/22/2013	Annual	1	Election of directors. Nominees:
							1) ORIN N. BENNETT	Issuer	Yes	For	For
							2) GARY BURKS	Issuer	Yes	For	For
							3) JOSEPH GIBSON	Issuer	Yes	For	For
							4) JON HALFHIDE	Issuer	Yes	For	For
							5) PATRICK J. MOTY	Issuer	Yes	For	For
							6) DAVID H. SCOTT	Issuer	Yes	For	For
							7) TERENCE STREET	Issuer	Yes	For	For
							8) LYLE L. TULLIS	Issuer	Yes	For	For
						2	RATIFY THE SELECTION OF MOSS ADAMS, LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR 2013	Issuer	Yes	For	For
						3	ADVISORY (NON-BINDING) RESOLUTION ON EXECUTIVE COMPENSATION	Issuer	Yes	For	For
						4	TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES	Issuer	Yes	For	For

SOUTHERN FIRST BANCSHARES, INC.	SFST	842873101	5/21/2013	4/8/2013	Annual	1	Election of directors. Nominees:
							1) LEIGHTON M. CUBBAGE	Issuer	Yes	For	For
							2) JAMES B. ORDERS, III	Issuer	Yes	For	For
							3) DAVID G. ELLISON	Issuer	Yes	For	For
							4) WILLIAM B. STURGIS	Issuer	Yes	For	For
						2	PROPOSAL TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT (THIS IS A NON-BINDING, ADVISORY VOTE).	Issuer	Yes	For	For
						3	PROPOSAL TO APPROVE THE FREQUENCY OF THE VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (THIS IS A NON-BINDING, ADVISORY VOTE).	Issuer	Yes	1 Year	Against
						4	PROPOSAL TO RATIFY THE APPOINTMENT OF ELLIOTT DAVIS, LLC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For

VALLEY COMMERCE BANCORP	VCBP	919518100	5/21/2013	3/26/2013	Annual	1	Election of directors. Nominees:
							1) WALTER A. DWELLE	Issuer	Yes	For	For
							2) DONALD A. GILLES	Issuer	Yes	For	For
							3) PHILIP R. HAMMOND, JR.	Issuer	Yes	For	For
							4) RUSSELL F. HURLEY	Issuer	Yes	For	For
							5) FRED P. LOBUE, JR.	Issuer	Yes	For	For
							6) KENNETH H. MACKLIN	Issuer	Yes	For	For
							7) BARRY R. SMITH	Issuer	Yes	For	For
							8) ALLAN W. STONE	Issuer	Yes	For	For
						2	TO APPROVE AN AMENDMENT TO THE COMPANY'S 2007 EQUITY INCENTIVE PLAN, INCREASING THE NUMBER OF SHARES AVAILABLE FOR AWARDS UNDER THE PLAN.	Issuer	Yes	For	For
						3	TO RATIFY THE BOARD OF DIRECTORS' SELECTION OF CROWE HORWATH, LLP, INDEPENDENT PUBLIC ACCOUNTANTS, TO SERVE AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For

OMNIAMERICAN BANCORP INC	OABC	68216R107	5/21/2013	3/28/2013	Annual	1	Election of directors. Nominees:
							1) ELAINE ANDERSON	Issuer	Yes	For	For
							2) JAMES HERRING	Issuer	Yes	For	For
							3) WESLEY R. TURNER	Issuer	Yes	For	For
						2	THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For
						3	TO CONSIDER A NON-BINDING RESOLUTION APPROVING THE COMPENSATION OF OUR EXECUTIVE OFFICERS.	Issuer	Yes	For	For

JPMORGAN CHASE & CO.	JPM	46625H100	5/21/2013	3/22/2013	Annual	1	Election of directors. Nominees:
							1) ELECTION OF DIRECTOR: JAMES A. BELL	Issuer	Yes	For	For
							2) ELECTION OF DIRECTOR: CRANDALL C. BOWLES	Issuer	Yes	For	For
							3) ELECTION OF DIRECTOR: STEPHEN B. BURKE	Issuer	Yes	For	For
							4) ELECTION OF DIRECTOR: DAVID M. COTE	Issuer	Yes	For	For
							5) ELECTION OF DIRECTOR: JAMES S. CROWN	Issuer	Yes	For	For
							6) ELECTION OF DIRECTOR: JAMES DIMON	Issuer	Yes	For	For
							7) ELECTION OF DIRECTOR: TIMOTHY P. FLYNN	Issuer	Yes	For	For
							8) ELECTION OF DIRECTOR: ELLEN V. FUTTER	Issuer	Yes	For	For
							9) ELECTION OF DIRECTOR: LABAN P. JACKSON, JR.	Issuer	Yes	For	For
							10) ELECTION OF DIRECTOR: LEE R. RAYMOND	Issuer	Yes	For	For
							11) ELECTION OF DIRECTOR: WILLIAM C. WELDON	Issuer	Yes	For	For
						2	RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	Issuer	Yes	For	For
						3	ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION	Issuer	Yes	For	For
						4	AMENDMENT TO THE FIRM'S RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE SHAREHOLDER ACTION BY WRITTEN CONSENT	Issuer	Yes	For	For
						5	REAPPROVAL OF KEY EXECUTIVE PERFORMANCE PLAN	Issuer	Yes	For	For
						6	REQUIRE SEPARATION OF CHAIRMAN AND CEO	Holder	Yes	Against	For
						7	REQUIRE EXECUTIVES TO RETAIN SIGNIFICANT STOCK UNTIL REACHING NORMAL RETIREMENT AGE	Holder	Yes	Against	For
						8	ADOPT PROCEDURES TO AVOID HOLDING OR RECOMMENDING INVESTMENTS THAT CONTRIBUTE TO HUMAN RIGHTS VIOLATIONS	Holder	Yes	Against	For
						9	DISCLOSE FIRM PAYMENTS USED DIRECTLY OR INDIRECTLY FOR LOBBYING, INCLUDING SPECIFIC AMOUNTS AND RECIPIENTS' NAMES	Holder	Yes	Against	For

WAL-MART STORES, INC.	WMT	931142103	6/7/2013	4/11/2013	Annual	1	Election of directors. Nominees:
							1) ELECTION OF DIRECTOR: AIDA M. ALVAREZ	Issuer	Yes	For	For
							2) ELECTION OF DIRECTOR: JAMES I. CASH, JR.	Issuer	Yes	For	For
							3) ELECTION OF DIRECTOR: ROGER C. CORBETT	Issuer	Yes	For	For
							4) ELECTION OF DIRECTOR: DOUGLAS N. DAFT	Issuer	Yes	For	For
							5) ELECTION OF DIRECTOR: MICHAEL T. DUKE	Issuer	Yes	For	For
							6) ELECTION OF DIRECTOR: TIMOTHY P. FLYNN	Issuer	Yes	For	For
							7) ELECTION OF DIRECTOR: MARISSA A. MAYER	Issuer	Yes	For	For
							8) ELECTION OF DIRECTOR: GREGORY B. PENNER	Issuer	Yes	For	For
							9) ELECTION OF DIRECTOR: STEVEN S REINEMUND	Issuer	Yes	For	For
							10) ELECTION OF DIRECTOR: H. LEE SCOTT, JR.	Issuer	Yes	For	For
							11) ELECTION OF DIRECTOR: JIM C. WALTON	Issuer	Yes	For	For
							12) ELECTION OF DIRECTOR: S. ROBSON WALTON	Issuer	Yes	For	For
							13) ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS	Issuer	Yes	For	For
							14) ELECTION OF DIRECTOR: LINDA S. WOLF	Issuer	Yes	For	For
						2	RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT ACCOUNTANTS	Issuer	Yes	For	For
						3	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	Issuer	Yes	For	For
						4	APPROVAL OF THE WAL-MART STORES, INC. MANAGEMENT INCENTIVE PLAN, AS AMENDED	Issuer	Yes	For	For
						5	SPECIAL SHAREOWNER MEETING RIGHT	Issuer	Yes	For	Against
						6	EQUITY RETENTION REQUIREMENT	Issuer	Yes	Against	For
						7	INDEPENDENT CHAIRMAN	Issuer	Yes	Against	For
						8	REQUEST FOR ANNUAL REPORT ON RECOUPMENT OF EXECUTIVE PAY	Issuer	Yes	Against	For

NATIONAL BANCSHARES, INC.	NABA	632594107	6/27/2013	5/15/2013	Special	1	TO APPROVE AN AGREEMENT AND PLAN OF MERGER, DATED APRIL 19, 2013 (THE "MERGER AGREEMENT"), THAT PROVIDES FOR THE ACQUISITION OF NATIONAL BANCSHARES, INC. BY TRIUMPH BANCORP, INC. ("TRIUMPH") PURSUANT TO A MERGER OF THE ACQUISITION SUB, INC., A WHOLLY-OWNED SUBSIDIARY OF TRIUMPH, WITH AND INTO NATIONAL BANCSHARES, INC. (THE "MERGER").	Issuer	Yes	For	For
						2	TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES, IF THE BOARD OF DIRECTORS OF NATIONAL BANCSHARES, INC. DETERMINES IT IS NECESSARY.	Issuer	Abstain	Abstain	Abstain

OAK RIDGE FINANCIAL SERVICES, INC.	BKOR	671768109	6/6/2013	4/16/2013	Annual	1	Election of directors. Nominees:
							1) MANUEL L. PERKINS	Issuer	Yes	For	For
							2) JOHN S. OLMSTED	Issuer	Yes	For	For
						2	TO VOTE ON A NON-BINDING ADVISORY RESOLUTION TO APPROVE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT.	Issuer	Yes	For	For
						3	TO VOTE ON A NON-BINDING ADVISORY RESOLUTION ON THE FREQUENCY IN WHICH SHAREHOLDERS APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.	Issuer	Yes	1 Year	Against
						4	TO RATIFY THE APPOINTMENT OF ELLIOTT DAVIS, PLLC, AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For

OCEAN SHORE HOLDING CO.	OSHC	67501R103	5/22/2013	3/27/2013	Annual	1	Election of directors. Nominees:
							1) STEVEN E. BRADY	Issuer	Yes	For	For
							2) SAMUEL R. YOUNG	Issuer	Yes	For	For
						2	THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF OCEAN SHORE HOLDING CO. FOR THE YEAR ENDING DECEMBER 31, 2013.	Issuer	Yes	For	For
						3	THE APPROVAL OF A NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.	Issuer	Yes	For	For

TRANSOCEAN LTD.	RIG	H8817H100	5/17/2013	3/20/2013	Annual	1	APPROVAL OF THE 202 ANNUAL 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	Issuer	NA	NA	NA
						2	APPROPRIATION OF THE AVAILABLE EARNINGS FOR FISCAL YEAR 2012	Issuer	NA	NA	NA
						3a.	APPROVAL OF THE COMPANY'S PAYMENT OF A DIVIDEND IN PRINCIPLE.	Issuer	NA	NA	NA
						3b.	DISTRIBUTION AMOUNT, WHICH IS CONDITIONED ON THE APPROVAL OF PROPOSAL 3A. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH.	Issuer	NA	NA	NA
						3b.1	COMPANY DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 2.24 PER SHARE.	Issuer	NA	NA	NA
						3b.2	ICHAN GROUP DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 4.00 PER SHARE	Issuer	NA	NA	NA
						4	READOPTION OF AUTHORIZED SHARE CAPITAL, ALLOWING THE BOARD OF DIRECTORS TO ISSUE UP TO A MAXIMUM OF 74,728,750 SHARES OF THE COMPANY	Issuer	NA	NA	NA
						5	REPEAL OF STAGGERED BOARD	Issuer	NA	NA	NA
						6	ELECTION TO THE BOARD OF DIRECTORS:	Issuer	NA	NA	NA
							1) FREDRICO F. CURADO	Issuer	NA	NA	NA
							2) STEVEN L. NEWMAN	Issuer	NA	NA	NA
							3) THOMAS W. CASON	Issuer	NA	NA	NA
							4) ROBERT M. SPRAGUE	Issuer	NA	NA	NA
							5) J. MACHAEL TALBERT	Issuer	NA	NA	NA
							6) JOHN J. LIPINSKI	Holder	NA	NA	NA
							7) JOSE MARIA ALAPONT	Holder	NA	NA	NA
							8) SAMUEL MERKSAMER	Holder	NA	NA	NA
						7	APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013 AND REELECTION OF ERNST & YOUNG LTD. ZURICH, AS THE COMPANY'S AUDITOR FOR A FURTHER ONE-YEAR TERM	Issuer	NA	NA	NA
						8	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	Issuer	NA	NA	NA

POSCO	PKX	693483109	3/22/2013	12/28/2012	Annual	1	APPROVAL OF THE 45TH FY FINANCIAL STATEMENTS	Issuer	Yes	For	NA
						2a	Election of Outside Directors. Nominees:
							1) CHAE-CHOL SHIN	Issuer	Yes	For	NA
							2) MYOUNG-WOO LEE	Issuer	Yes	For	NA
							3) JI-HYUNG KIM	Issuer	Yes	For	NA
						2b	Election of Audit Committee Member. Nominee:
							1) JI-HUNG KIM	Issuer	Yes	For	NA
						2c	Election of Inside Directors. Nominees:
							1) IN-HWAN CHANG	Issuer	Yes	For	NA
							2) Kim YEUNG-GYU KIM	Issuer	Yes	For	NA
						3	APPROVAL OF LIMITS OF TOTAL REMUNERATION FOR DIRECTORS	Issuer	Yes	For	NA

CATERPILLAR INC.	CAT	149123101	6/12/2013	4/15/2013	Annual	1	Election of directors. Nominees:
							1) DAVID L. CALHOUN	Issuer	Yes	For	For
							2) DANIEL M. DICKINSON	Issuer	Yes	For	For
							3) JUAN GALLARDO	Issuer	Yes	For	For
							4) DAVID R. GOODE	Issuer	Yes	For	For
							5) JESSE J. GREENE, JR.	Issuer	Yes	For	For
							6) JON M. HUNTSMAN, JR.	Issuer	Yes	For	For
							7) PETER A. MAGOWAN	Issuer	Yes	For	For
							8) DENNIS A. MUILENBURG	Issuer	Yes	For	For
							9) DOUGLAS R. OBERHELMAN	Issuer	Yes	For	For
							10) WILLIAM A. OSBORN	Issuer	Yes	For	For
							11) CHARLES D. POWELL	Issuer	Yes	For	For
							12) EDWARD B. RUST, JR.	Issuer	Yes	For	For
							13) SUSAN C. SCHWAB	Issuer	Yes	For	For
							14) JOSHUA I. SMITH	Issuer	Yes	For	For
							15) MILES D. WHITE	Issuer	Yes	For	For
						2	RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013	Issuer	Yes	For	For
						3	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Issuer	Yes	For	For
						4	STOCKHOLDER PROPOSAL - DIRECTOR ELECTION MAJORITY VOTE STANDARD	Holder	Yes	For	Against
						5	STOCKHOLDER PROPOSAL - STOCKHOLDER ACTION BY WRITTEN CONSENT	Holder	Yes	For	Against
						6	STOCKHOLDER PROPOSAL - EXECUTIVE STOCK RETENTION	Holder	Yes	Against	For
						7	STOCKHOLDER PROPOSAL - SUSTAINABILITY MEASURE IN EXECUTIVE COMPENSATION	Holder	Yes	Against	For
						8	REVIEW OF GLOBAL CORPORATE STANDARDS	Holder	Yes	Against	For
						9	STOCKHOLDER PROPOSAL - SALES TO SUDAN	Holder	Yes	Against	For

SOUND FINANCIAL, INC.	SNFLE	83607Y108	8/15/2012	6/22/2012	ANNUAL	2	Election of directors. Nominees:
							1) LAURA LEE STEWART	Issuer	NA	NA	NA
							2) DEBRA JONES	Issuer	NA	NA	NA
							3)ROGELIO RIOJAS	Issuer	NA	NA	NA
						1	THE APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS DATED JUNE 29, 2012.	Issuer	NA	NA	NA
						3	RATIFICATION OF THE APPOINTMENT OF MOSS ADAMS, LLP AS SOUND FINANCIAL, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012.	Issuer	NA	NA	NA
						4	THE APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING TO APPROVE THE PLAN OF CONVERSION AND REORGANIZATION.	Issuer	NA	NA	NA
						5A	APPROVAL OF A PROVISION IN SOUND FINANCIAL BANCORP, INC.'S ARTICLES OF INCORPORATION REQUIRING A SUPERMAJORITY VOTE TO SPPROVE CERTAIN AMENDMENTS TO SOUND FINANCIAL BANCORP, INC.'S ARTICLES OF INCORPORATION.	Issuer	NA	NA	NA
						5B	APPROVAL OF A PROVISION IN SOUND FINANCIAL BANCORP, INC.'S ARTICLES OF INCORPORATION TO LIMIT THE VOTING RIGHTS OF SHARES BENEFICIALLY OWNED IN EXCESS OF 10% OF SOUND FINANCIAL BANCORP, INC.'S OUTSTANDING VOTING STOCK.	Issuer	NA	NA	NA

CCF Holding Company	CCFH	12487X104	7/26/2012	5/30/2012	Annual	1	Election of Directors. Nominees:
							1) STEPHEN E. BOSWELL	Issuer	Yes	For	For
							2) EDWIN S. KEMP, JR.	Issuer	Yes	For	For
							3) JOHN T. MITCHELL	Issuer	Yes	For	For

SIGNATURE

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)	First Opportunity Fund, Inc.

By:	/s/ Stephen C. Miller
	Stephen C. Miller
	President (Principal Executive Officer)

Date:	August 23, 2013