UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21582 --------- Madison/Claymore Covered Call & Equity Strategy Fund ---------------------------------------------------- (Exact name of registrant as specified in charter) 2455 Corporate West Drive Lisle, IL 60532 --------------- (Address of principal executive offices) (Zip code) Kevin M. Robinson 2455 Corporate West Drive Lisle, IL 60532 --------------- (Name and address of agent for service) Registrant's telephone number, including area code: (630) 505-3700 -------------- Date of fiscal year end: December 31 ----------- Date of reporting period: July 1, 2011 - June 30, 2012 ---------------------------- 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 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. PROXY VOTING RECORD. Item 1: Proxy Voting Record - Item1 Proxy Voting Record - Registrant : 811-21582 Fund Name : Madison/Claymore Covered Call & Equity Strategy Fund ________________________________________________________________________________ ADOBE SYSTEMS INCORPORATED Ticker Security ID: Meeting Date Meeting Status ADBE CUSIP 00724F101 04/12/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For EDWARD W. BARNHOLT 2 ELECTION OF DIRECTOR: Managem For For For MICHAEL R. CANNON 3 ELECTION OF DIRECTOR: Managem For For For JAMES E. DALEY 4 ELECTION OF DIRECTOR: Managem For For For CHARLES M. GESCHKE 5 ELECTION OF DIRECTOR: Managem For For For SHANTANU NARAYEN 6 APPROVAL OF THE Managem For For For AMENDMENT OF THE 2003 EQUITY INCENTIVE PLAN TO INCREASE THE AVAILABLE SHARE RESERVE BY 12.39 MILLION SHARES, INCREASE THE MAXIMUM NUMBER OF SHARES THAT MAY BE GRANTED AS INCENTIVE STOCK OPTIONS, AND APPROVE NEW PERFORMANCE METRICS AS DESCR 7 RATIFICATION OF THE Managem For For For APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING ON NOVEMBER 30, 2012. 8 APPROVE, ON AN ADVISORY Managem For For For BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. ________________________________________________________________________________ AFFILIATED MANAGERS GROUP, INC. Ticker Security ID: Meeting Date Meeting Status AMG CUSIP 008252108 06/18/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For SAMUEL T. BYRNE 2 ELECTION OF DIRECTOR: Managem For For For DWIGHT D. CHURCHILL 3 ELECTION OF DIRECTOR: Managem For For For SEAN M. HEALEY 4 ELECTION OF DIRECTOR: Managem For For For HAROLD J. MEYERMAN 5 ELECTION OF DIRECTOR: Managem For For For WILLIAM J. NUTT 6 ELECTION OF DIRECTOR: Managem For For For TRACY P. PALANDJIAN 7 ELECTION OF DIRECTOR: Managem For For For RITA M. RODRIGUEZ 8 ELECTION OF DIRECTOR: Managem For For For PATRICK T. RYAN 9 ELECTION OF DIRECTOR: Managem For For For JIDE J. ZEITLIN 10 TO APPROVE, BY A Managem For For For NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 11 TO RATIFY THE SELECTION Managem For For For OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. ________________________________________________________________________________ AMERICAN EAGLE OUTFITTERS, INC. Ticker Security ID: Meeting Date Meeting Status AEO CUSIP 02553E106 06/06/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For JANICE E. PAGE 2 ELECTION OF DIRECTOR: Managem For For For NOEL J. SPIEGEL 3 ELECTION OF DIRECTOR: Managem For For For GERALD E. WEDREN 4 PROPOSAL TWO. RATIFY Managem For For For THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 2, 2013. 5 PROPOSAL THREE. HOLD AN Managem For For For ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. ________________________________________________________________________________ APACHE CORPORATION Ticker Security ID: Meeting Date Meeting Status APA CUSIP 037411105 05/24/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For SCOTT D. JOSEY 2 ELECTION OF DIRECTOR: Managem For For For GEORGE D. LAWRENCE 3 ELECTION OF DIRECTOR: Managem For For For RODMAN D. PATTON 4 ELECTION OF DIRECTOR: Managem For For For CHARLES J. PITMAN 5 RATIFICATION OF ERNST & Managem For For For YOUNG LLP AS APACHE'S INDEPENDENT AUDITORS 6 ADVISORY VOTE TO Managem For For For APPROVE THE COMPENSATION OF APACHE'S NAMED EXECUTIVE OFFICERS 7 SHAREHOLDER PROPOSAL TO Sharehol Against For Against REPEAL APACHE'S CLASSIFIED BOARD OF DIRECTORS ________________________________________________________________________________ APPLIED MATERIALS, INC. Ticker Security ID: Meeting Date Meeting Status AMAT CUSIP 038222105 03/06/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For AART J. DE GEUS 2 ELECTION OF DIRECTOR: Managem For For For STEPHEN R. FORREST 3 ELECTION OF DIRECTOR: Managem For For For THOMAS J. IANNOTTI 4 ELECTION OF DIRECTOR: Managem For For For SUSAN M. JAMES 5 ELECTION OF DIRECTOR: Managem For For For ALEXANDER A. KARSNER 6 ELECTION OF DIRECTOR: Managem For For For GERHARD H. PARKER 7 ELECTION OF DIRECTOR: Managem For For For DENNIS D. POWELL 8 ELECTION OF DIRECTOR: Managem For For For WILLEM P. ROELANDTS 9 ELECTION OF DIRECTOR: Managem For For For JAMES E. ROGERS 10 ELECTION OF DIRECTOR: Managem For For For MICHAEL R. SPLINTER 11 ELECTION OF DIRECTOR: Managem For For For ROBERT H. SWAN 12 TO APPROVE THE AMENDED Managem For For For & RESTATED EMPLOYEE STOCK INCENTIVE PLAN. 13 TO APPROVE THE AMENDED Managem For For For AND RESTATED SENIOR EXECUTIVE BONUS PLAN. 14 TO APPROVE, ON AN Managem For For For ADVISORY BASIS, THE COMPENSATION OF APPLIED MATERIALS' NAMED EXECUTIVE OFFICERS. 15 RATIFY APPOINTMENT OF Managem For For For KPMG LLP AS APPLIED MATERIALS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012. ________________________________________________________________________________ BANK OF AMERICA CORPORATION Ticker Security ID: Meeting Date Meeting Status BAC CUSIP 060505104 05/09/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For MUKESH D. AMBANI 2 ELECTION OF DIRECTOR: Managem For For For SUSAN S. BIES 3 ELECTION OF DIRECTOR: Managem For For For FRANK P. BRAMBLE, SR. 4 ELECTION OF DIRECTOR: Managem Against Against For VIRGIS W. COLBERT 5 ELECTION OF DIRECTOR: Managem For For For CHARLES K. GIFFORD 6 ELECTION OF DIRECTOR: Managem For For For CHARLES O. HOLLIDAY, JR. 7 ELECTION OF DIRECTOR: Managem For For For MONICA C. LOZANO 8 ELECTION OF DIRECTOR: Managem For For For THOMAS J. MAY 9 ELECTION OF DIRECTOR: Managem For For For BRIAN T. MOYNIHAN 10 ELECTION OF DIRECTOR: Managem For For For DONALD E. POWELL 11 ELECTION OF DIRECTOR: Managem Against Against For CHARLES O. ROSSOTTI 12 ELECTION OF DIRECTOR: Managem For For For ROBERT W. SCULLY 13 AN ADVISORY Managem For For For (NON-BINDING) "SAY ON PAY" VOTE TO APPROVE EXECUTIVE COMPENSATION. 14 RATIFICATION OF THE Managem For For For APPOINTMENT OF THE REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2012. 15 STOCKHOLDER PROPOSAL - Sharehol Against For Against DISCLOSURE OF GOVERNMENT EMPLOYMENT. 16 STOCKHOLDER PROPOSAL - Sharehol For Against Against GRASSROOTS AND OTHER LOBBYING. 17 STOCKHOLDER PROPOSAL - Sharehol Against For Against EXECUTIVES TO RETAIN SIGNIFICANT STOCK. 18 STOCKHOLDER PROPOSAL - Sharehol For Against Against MORTGAGE SERVICING OPERATIONS. 19 STOCKHOLDER PROPOSAL - Sharehol Against For Against PROHIBITION ON POLITICAL SPENDING. ________________________________________________________________________________ BED BATH & BEYOND INC. Ticker Security ID: Meeting Date Meeting Status BBBY CUSIP 075896100 06/22/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For WARREN EISENBERG 2 ELECTION OF DIRECTOR: Managem For For For LEONARD FEINSTEIN 3 ELECTION OF DIRECTOR: Managem For For For STEVEN H. TEMARES 4 ELECTION OF DIRECTOR: Managem For For For DEAN S. ADLER 5 ELECTION OF DIRECTOR: Managem For For For STANLEY F. BARSHAY 6 ELECTION OF DIRECTOR: Managem For For For KLAUS EPPLER 7 ELECTION OF DIRECTOR: Managem For For For PATRICK R. GASTON 8 ELECTION OF DIRECTOR: Managem For For For JORDAN HELLER 9 ELECTION OF DIRECTOR: Managem For For For VICTORIA A. MORRISON 10 RATIFICATION OF THE Managem For For For APPOINTMENT OF KPMG LLP 11 TO APPROVE, BY Managem For For For NON-BINDING VOTE, THE 2011 COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 12 TO APPROVE THE 2012 Managem For For For INCENTIVE COMPENSATION PLAN. ________________________________________________________________________________ BEST BUY CO., INC. Ticker Security ID: Meeting Date Meeting Status BBY CUSIP 086516101 06/21/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 TO RATIFY THE Managem For For For APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 2, 2013. 2 TO CONDUCT AN ADVISORY Managem For For For VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICER COMPENSATION. 3 TO APPROVE AN INCREASE Managem For For For IN THE AVAILABLE NUMBER OF SHARES UNDER THE BEST BUY CO., INC. 2008 EMPLOYEE STOCK PURCHASE PLAN. 4 TO VOTE ON A Sharehol For For For SHAREHOLDER PROPOSAL RECOMMENDING DECLASSIFICATION OF OUR BOARD OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING. ________________________________________________________________________________ CANADIAN NATURAL RESOURCES LIMITED Ticker Security ID: Meeting Date Meeting Status CNQ CUSIP 136385101 05/03/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 THE APPOINTMENT OF Managem For For For PRICEWATERHOUSECOOPERS LLP, CHARTERED ACCOUNTANTS, CALGARY, ALBERTA, AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND THE AUTHORIZATION OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THE CORPORATION TO FIX THEIR REMUNERATION 2 THE SPECIAL RESOLUTION Managem Against Against For AMENDING THE CORPORATION'S ARTICLES TO CHANGE THE PROVISIONS OF THE CURRENTLY AUTHORIZED CLASS OF PREFERRED SHARES TO A CLASS OF PREFERRED SHARES ISSUABLE IN A SERIES, AND AUTHORIZING THE BOARD OF DIRECTORS TO FIX THE NUMBER OF SHAR 3 ON AN ADVISORY BASIS, Managem For For For ACCEPTING THE CORPORATION'S APPROACH TO EXECUTIVE COMPENSATION AS DESCRIBED IN THE INFORMATION CIRCULAR. ________________________________________________________________________________ CISCO SYSTEMS, INC. Ticker Security ID: Meeting Date Meeting Status CSCO CUSIP 17275R102 12/07/2011 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1.1 ELECTION OF DIRECTOR: Managem For For For CAROL A. BARTZ 1.2 ELECTION OF DIRECTOR: Managem For For For M. MICHELE BURNS 1.3 ELECTION OF DIRECTOR: Managem For For For MICHAEL D. CAPELLAS 1.4 ELECTION OF DIRECTOR: Managem For For For LARRY R. CARTER 1.5 ELECTION OF DIRECTOR: Managem For For For JOHN T. CHAMBERS 1.6 ELECTION OF DIRECTOR: Managem For For For BRIAN L. HALLA 1.7 ELECTION OF DIRECTOR: Managem For For For DR. JOHN L. HENNESSY 1.8 ELECTION OF DIRECTOR: Managem For For For RICHARD M. KOVACEVICH 1.9 ELECTION OF DIRECTOR: Managem For For For RODERICK C. MCGEARY 1.10 ELECTION OF DIRECTOR: Managem For For For ARUN SARIN 1.12 ELECTION OF DIRECTOR: Managem For For For STEVEN M. WEST 1.13 ELECTION OF DIRECTOR: Managem For For For JERRY YANG 2 APPROVAL OF AMENDMENT Managem For For For AND RESTATEMENT OF THE CISCO 2005 STOCK INCENTIVE PLAN. 3 APPROVAL, ON AN Managem For For For ADVISORY BASIS, OF EXECUTIVE COMPENSATION. 4 RECOMMENDATION, ON AN Managem 1 Year For Against ADVISORY BASIS, ON THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. 5 RATIFICATION OF Managem For For For PRICEWATERHOUSECOOPERS LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2012. 6 APPROVAL TO AMEND Sharehol Against For Against CISCO'S BYLAWS TO ESTABLISH A BOARD COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY. 7 APPROVAL TO REQUIRE THE Sharehol Against For Against BOARD TO PUBLISH INTERNET FRAGMENTATION REPORT TO SHAREHOLDERS WITHIN SIX MONTHS. 8 APPROVAL TO REQUIRE Sharehol Against For Against THAT CISCO EXECUTIVES RETAIN A SIGNIFICANT PERCENTAGE OF STOCK UNTIL TWO YEARS FOLLOWING TERMINATION. ________________________________________________________________________________ COMMUNITY HEALTH SYSTEMS, INC. Ticker Security ID: Meeting Date Meeting Status CYH CUSIP 203668108 05/15/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For W. LARRY CASH 2 ELECTION OF DIRECTOR: Managem For For For JOHN A. CLERICO 3 ELECTION OF DIRECTOR: Managem For For For JAMES S. ELY III 4 ELECTION OF DIRECTOR: Managem For For For JOHN A. FRY 5 ELECTION OF DIRECTOR: Managem For For For WILLIAM NORRIS JENNINGS, M.D. 6 ELECTION OF DIRECTOR: Managem For For For JULIA B. NORTH 7 ELECTION OF DIRECTOR: Managem For For For WAYNE T. SMITH 8 ELECTION OF DIRECTOR: Managem For For For H. MITCHELL WATSON, JR. 9 THE APPROVAL OF THE Managem For For For COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 10 PROPOSAL TO RATIFY THE Managem For For For SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. ________________________________________________________________________________ FLEXTRONICS INTERNATIONAL LTD. Ticker Security ID: Meeting Date Meeting Status FLEX CUSIP Y2573F102 07/22/2011 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1.1 ELECTION OF DIRECTOR: Managem For For For ROBERT L. EDWARDS 1.2 ELECTION OF DIRECTOR: Managem For For For DANIEL H. SCHULMAN 2 TO APPROVE THE Managem For For For RE-APPOINTMENT OF DELOITTE & TOUCHE LLP AS FLEXTRONICS'S INDEPENDENT AUDITORS FOR THE 2012 FISCAL YEAR AND TO AUTHORIZE THE BOARD OF DIRECTORS TO FIX ITS REMUNERATION. 3 TO APPROVE THE GENERAL Managem For For For AUTHORIZATION FOR THE DIRECTORS OF FLEXTRONICS TO ALLOT AND ISSUE ORDINARY SHARES. 4 TO APPROVE CHANGES IN Managem For For For THE CASH COMPENSATION PAYABLE TO FLEXTRONICS'S NON-EMPLOYEE DIRECTORS AND THE CHAIRMAN OF THE BOARD OF DIRECTORS. 5 TO APPROVE A Managem For For For NON-BINDING, ADVISORY RESOLUTION RELATING TO THE COMPENSATION OF FLEXTRONICS'S NAMED EXECUTIVE OFFICERS. 6 THE FREQUENCY OF A Managem For For For NON-BINDING, ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF FLEXTRONIC'S NAMED EXECUTIVE OFFICERS. 7 EXTRAORDINARY GENERAL Managem For For For MEETING PROPOSAL: TO APPROVE THE RENEWAL OF THE SHARE PURCHASE MANDATE RELATING TO ACQUISITIONS BY FLEXTRONICS OF ITS OWN ISSUED ORDINARY SHARES. ________________________________________________________________________________ FLIR SYSTEMS, INC. Ticker Security ID: Meeting Date Meeting Status FLIR CUSIP 302445101 04/27/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 TO APPROVE THE ADOPTION Managem For For For OF THE 2012 EXECUTIVE BONUS PLAN FOR THE COMPANY'S EXECUTIVE OFFICERS. 2 TO RATIFY THE Managem For For For APPOINTMENT BY THE AUDIT COMMITTEE OF THE COMPANY'S BOARD OF DIRECTORS OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. 3 TO RECOMMEND, BY Sharehol Against For Against NON-BINDING VOTE, THAT THE COMPANY'S BOARD OF DIRECTORS TAKE STEPS TO BEGIN THE PROCESS OF DECLASSIFYING THE COMPANY'S BOARD OF DIRECTORS, PROVIDED THE SHAREHOLDER PROPOSAL IS PROPERLY PRESENTED AT THE ANNUAL MEETING. 4 TO RECOMMEND, BY Sharehol For Against Against NON-BINDING VOTE, THAT THE COMPANY'S BOARD OF DIRECTORS TAKE STEPS TO ADOPT A MAJORITY VOTE STANDARD TO BE USED IN UNCONTESTED DIRECTOR ELECTIONS, PROVIDED THE SHAREHOLDER PROPOSAL IS PROPERLY PRESENTED AT THE ANNUAL MEETING. ________________________________________________________________________________ FREEPORT-MCMORAN COPPER & GOLD INC. Ticker Security ID: Meeting Date Meeting Status FCX CUSIP 35671D857 06/14/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 APPROVAL, ON AN Managem For For For ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 2 RATIFICATION OF THE Managem For For For APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 STOCKHOLDER PROPOSAL Sharehol Against For Against REGARDING THE SELECTION OF A CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE RECOMMENDED FOR ELECTION TO THE BOARD OF DIRECTORS. ________________________________________________________________________________ GILEAD SCIENCES, INC. Ticker Security ID: Meeting Date Meeting Status GILD CUSIP 375558103 05/10/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 TO RATIFY THE SELECTION Managem For For For 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, 2012. 2 TO APPROVE, ON AN Managem For For For ADVISORY BASIS, THE COMPENSATION OF GILEAD'S NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. 3 IF PROPERLY PRESENTED Sharehol Against For Against AT THE MEETING, TO VOTE ON A STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD TAKE STEPS TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. 4 IF PROPERLY PRESENTED Sharehol Against For Against AT THE MEETING, TO VOTE ON A STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD TAKE STEPS TO REDEEM GILEAD'S POISON PILL UNLESS THE PLAN IS SUBJECT TO A STOCKHOLDER VOTE. ________________________________________________________________________________ GOOGLE INC. Ticker Security ID: Meeting Date Meeting Status GOOG CUSIP 38259P508 06/21/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 THE RATIFICATION OF THE Managem For For For APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. 2 THE APPROVAL OF THE Managem Against Against For ADOPTION OF GOOGLE'S FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION: THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ESTABLISH THE CLASS C CAPITAL STOCK AND TO 3 THE APPROVAL OF THE Managem Against Against For ADOPTION OF GOOGLE'S FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION: THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES O 4 THE APPROVAL OF THE Managem Against Against For ADOPTION OF GOOGLE'S FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION: THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE TREATMENT OF SHARES OF CLA 5 THE APPROVAL OF Managem For For For GOOGLE'S 2012 STOCK PLAN. 6 THE APPROVAL OF Managem For For For GOOGLE'S 2012 INCENTIVE COMPENSATION PLAN FOR EMPLOYEES AND CONSULTANTS OF MOTOROLA MOBILITY. 7 A STOCKHOLDER PROPOSAL Sharehol Against For Against REGARDING AN ADVISORY VOTE ON POLITICAL CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE MEETING. 8 A STOCKHOLDER PROPOSAL Sharehol Against For Against REGARDING MANDATORY ARBITRATION OF CERTAIN SHAREHOLDER CLAIMS, IF PROPERLY PRESENTED AT THE MEETING. 9 A STOCKHOLDER PROPOSAL Sharehol For Against Against REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. ________________________________________________________________________________ HEWLETT-PACKARD COMPANY Ticker Security ID: Meeting Date Meeting Status HPQ CUSIP 428236103 03/21/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For M. L. ANDREESSEN 2 ELECTION OF DIRECTOR: Managem For For For S. BANERJI 3 ELECTION OF DIRECTOR: Managem For For For R. L. GUPTA 4 ELECTION OF DIRECTOR: Managem For For For J. H. HAMMERGREN 5 ELECTION OF DIRECTOR: Managem For For For R. J. LANE 6 ELECTION OF DIRECTOR: Managem For For For A. M. LIVERMORE 7 ELECTION OF DIRECTOR: Managem For For For G. M. REINER 8 ELECTION OF DIRECTOR: Managem For For For P. F. RUSSO 9 ELECTION OF DIRECTOR: Managem For For For G. K. THOMPSON 10 ELECTION OF DIRECTOR: Managem For For For M. C. WHITMAN 11 ELECTION OF DIRECTOR: Managem For For For R. V. WHITWORTH 12 RATIFICATION OF THE Managem For For For APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2012. 13 ADVISORY VOTE ON Managem For For For EXECUTIVE COMPENSATION. 14 STOCKHOLDER PROPOSAL Sharehol Against For Against ENTITLED "EXECUTIVES TO RETAIN SIGNIFICANT STOCK." ________________________________________________________________________________ KOHL'S CORPORATION Ticker Security ID: Meeting Date Meeting Status KSS CUSIP 500255104 05/10/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For PETER BONEPARTH 2 ELECTION OF DIRECTOR: Managem For For For STEVEN A. BURD 3 ELECTION OF DIRECTOR: Managem For For For JOHN F. HERMA 4 ELECTION OF DIRECTOR: Managem For For For DALE E. JONES 5 ELECTION OF DIRECTOR: Managem For For For WILLIAM S. KELLOGG 6 ELECTION OF DIRECTOR: Managem For For For KEVIN MANSELL 7 ELECTION OF DIRECTOR: Managem For For For JOHN E. SCHLIFSKE 8 ELECTION OF DIRECTOR: Managem For For For FRANK V. SICA 9 ELECTION OF DIRECTOR: Managem For For For PETER M. SOMMERHAUSER 10 ELECTION OF DIRECTOR: Managem For For For STEPHANIE A. STREETER 11 ELECTION OF DIRECTOR: Managem For For For NINA G. VACA 12 ELECTION OF DIRECTOR: Managem For For For STEPHEN E. WATSON 13 RATIFY APPOINTMENT OF Managem For For For ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 14 ADVISORY VOTE ON Managem For For For APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION. 15 SHAREHOLDER PROPOSAL: Sharehol Against For Against ANIMAL FUR POLICY. 16 SHAREHOLDER PROPOSAL: Sharehol Against For Against SUCCESSION PLANNING AND REPORTING. 17 SHAREHOLDER PROPOSAL: Sharehol Against For Against EXECUTIVES TO RETAIN SIGNIFICANT STOCK. ________________________________________________________________________________ MICROSOFT CORPORATION Ticker Security ID: Meeting Date Meeting Status MSFT CUSIP 594918104 11/15/2011 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For STEVEN A. BALLMER 2 ELECTION OF DIRECTOR: Managem For For For DINA DUBLON 3 ELECTION OF DIRECTOR: Managem For For For WILLIAM H. GATES III 4 ELECTION OF DIRECTOR: Managem For For For RAYMOND V. GILMARTIN 5 ELECTION OF DIRECTOR: Managem For For For REED HASTINGS 6 ELECTION OF DIRECTOR: Managem For For For MARIA M. KLAWE 7 ELECTION OF DIRECTOR: Managem For For For DAVID F. MARQUARDT 8 ELECTION OF DIRECTOR: Managem For For For CHARLES H. NOSKI 9 ELECTION OF DIRECTOR: Managem For For For HELMUT PANKE 10 ADVISORY VOTE ON NAMED Managem For For For EXECUTIVE OFFICER COMPENSATION. 11 ADVISORY VOTE ON Managem For For For FREQUENCY OF ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. 12 RATIFICATION OF THE Managem For For For SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR. 13 SHAREHOLDER PROPOSAL 1. Sharehol Against For Against ESTABLISHMENT OF A BOARD COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY. ________________________________________________________________________________ MORGAN STANLEY Ticker Security ID: Meeting Date Meeting Status MS CUSIP 617446448 05/15/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For ROY J. BOSTOCK 2 ELECTION OF DIRECTOR: Managem For For For ERSKINE B. BOWLES 3 ELECTION OF DIRECTOR: Managem For For For HOWARD J. DAVIES 4 ELECTION OF DIRECTOR: Managem For For For JAMES P. GORMAN 5 ELECTION OF DIRECTOR: Managem For For For C. ROBERT KIDDER 6 ELECTION OF DIRECTOR: Managem For For For KLAUS KLEINFELD 7 ELECTION OF DIRECTOR: Managem For For For DONALD T. NICOLAISEN 8 ELECTION OF DIRECTOR: Managem For For For HUTHAM S. OLAYAN 9 ELECTION OF DIRECTOR: Managem For For For JAMES W. OWENS 10 ELECTION OF DIRECTOR: Managem For For For O. GRIFFITH SEXTON 11 ELECTION OF DIRECTOR: Managem For For For RYOSUKE TAMAKOSHI 12 ELECTION OF DIRECTOR: Managem For For For MASAAKI TANAKA 13 ELECTION OF DIRECTOR: Managem Against Against For LAURA D. TYSON 14 TO RATIFY THE Managem For For For APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR 15 TO AMEND THE 2007 Managem For For For EQUITY INCENTIVE COMPENSATION PLAN 16 TO AMEND THE DIRECTORS' Managem For For For EQUITY CAPITAL ACCUMULATION PLAN 17 TO APPROVE THE Managem For For For COMPENSATION OF EXECUTIVES AS DISCLOSED IN THE PROXY STATEMENT (NON-BINDING ADVISORY RESOLUTION) ________________________________________________________________________________ MYLAN INC. Ticker Security ID: Meeting Date Meeting Status MYL CUSIP 628530107 05/04/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 RATIFY APPOINTMENT OF Managem For For For DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2 APPROVE AN AMENDED AND Managem For For For RESTATED 2003 LONG-TERM INCENTIVE PLAN 3 ADVISORY VOTE ON Managem For For For EXECUTIVE COMPENSATION 4 SHAREHOLDER PROPOSAL - Sharehol Against For Against DISCLOSURE OF POLITICAL CONTRIBUTIONS 5 SHAREHOLDER PROPOSAL - Sharehol Against For Against SEPARATION OF CHAIRMAN AND CEO POSITIONS ________________________________________________________________________________ PETROLEO BRASILEIRO S.A. - PETROBRAS Ticker Security ID: Meeting Date Meeting Status PBR CUSIP 71654V408 01/27/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 CONFIRM THE CONTRACTING Managem For For For OF APSIS CONSULTORIA E AVALIACOES LTDA., BY BRK, FOR THE ASSESSMENT OF NET ASSETS RELATIVE TO THE SPUN OFF PORTIONS TO BE CONVERTED TO PETROBRAS 2 ASSESSMENT REPORT Managem For For For PREPARED BY APSIS CONSULTORIA E AVALIACOES LTDA. AT BOOK VALUE FOR ASSESSMENT OF BRK'S NET ASSETS 3 APPROVE THE PROTOCOL Managem For For For AND JUSTIFICATION OF SPLIT-OFF OF BRK AND SPUN OFF PORTION OF PETROBRAS, PRO RATA TO ITS OWNERSHIP 4 APPROVE THE PARTIAL Managem For For For SPLIT OPERATION OF BRK AND THE SPUN OFF PORTION OF PETROBRAS, WITHOUT INCREASING ITS SHARE CAPITAL 5 CONFIRM THE CONTRACTING Managem For For For OF APSIS CONSULTORIA E AVALIACOES LTDA. BY PETROBRAS FOR THE DEVELOPMENT OF ACCOUNTING ASSESSMENT REPORT OF PETROQUISA'S NET EQUITY TO BE TRANSFERRED TO PETROBRAS 6 ASSESSMENT REPORT Managem For For For PREPARED BY APSIS CONSULTORIA E AVALIACOES LTDA., AT BOOK VALUE, FOR ASSESSMENT OF PETROQUISA'S NET EQUITY 7 APPROVE THE PROTOCOL Managem For For For AND JUSTIFICATION OF ACQUISITION OPERATION OF PETROQUISA BY PETROBRAS 8 APPROVE THE ACQUISITION Managem For For For OPERATION OF PETROQUISA BY PETROBRAS, WITH FULL TRANSFER OF PETROQUISA'S NET EQUITY TO PETROBRAS, WITHOUT INCREASING ITS SHARE CAPITAL ________________________________________________________________________________ PETROLEO BRASILEIRO S.A. - PETROBRAS Ticker Security ID: Meeting Date Meeting Status PBR CUSIP 71654V408 02/28/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 APPROVAL OF THE Managem For For For AMENDMENT OF THE COMPANY'S BY-LAWS, IN ORDER TO INCREASE THE NUMBER OF MEMBERS OF THE EXECUTIVE BOARD FROM ONE CHIEF EXECUTIVE OFFICER AND SIX OFFICERS TO ONE CHIEF EXECUTIVE OFFICER AND SEVEN OFFICERS, ALL AS MORE FULLY DESCRIBED IN THE P 2 THE ELECTION OF MEMBER Managem For For For OF BOARD OF DIRECTORS, CHIEF EXECUTIVE OFFICER MARIA DAS GRACAS SILVA FOSTER, APPOINTED BY THE CONTROLLING SHAREHOLDER, IN COMPLIANCE TO THE ARTICLE 150 OF THE CORPORATIONS ACT (LAW NO 6.404/1976) AND THE ARTICLE 25 OF THE COMPANY'S ________________________________________________________________________________ PETROLEO BRASILEIRO S.A. - PETROBRAS Ticker Security ID: Meeting Date Meeting Status PBR CUSIP 71654V408 03/19/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 MANAGEMENT REPORT AND Managem For For For FINANCIAL STATEMENTS, ACCOMPANIED OF OPINION FROM THE FISCAL BOARD, REGARDING THE FINANCIAL YEAR ENDED AS OF DECEMBER 31, 2011. 2 CAPITAL BUDGET, Managem For For For REGARDING THE YEAR OF 2012. 3 DESTINATION OF INCOME Managem For For For FOR THE YEAR OF 2011. 4 ELECTION OF THE MEMBERS Managem For For For OF THE BOARD OF DIRECTORS: APPOINTED BY THE CONTROLLING SHAREHOLDER. 5 ELECTION OF THE MEMBERS Managem For For For OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS. 6 ELECTION OF THE Managem For For For CHAIRMAN OF THE BOARD OF DIRECTORS APPOINTED BY THE CONTROLLING SHAREHOLDER. 7 ELECTION OF THE MEMBERS Managem For For For OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE CONTROLLING SHAREHOLDER 8 ELECTION OF THE MEMBERS Managem For For For OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE MINORITY SHAREHOLDERS. 9 ESTABLISHMENT OF Managem For For For COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS IN THE FISCAL BOARD. 10 INCREASE OF THE CAPITAL Managem For For For STOCK ________________________________________________________________________________ PETROLEO BRASILEIRO S.A. - PETROBRAS Ticker Security ID: Meeting Date Meeting Status PBR CUSIP 71654V408 08/23/2011 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 APPROVAL OF COMPANY'S Managem For For For BYLAWS AMENDMENT SO AS TO COMPLY WITH LAW 12.353/10, WHICH PROVIDES FOR THE MEMBERSHIP OF EMPLOYEES IN THE BOARD OF DIRECTORS OF GOVERNMENT-OWNED COMPANIES AND MIXED JOINT STOCK CORPORATIONS. ________________________________________________________________________________ PETROLEO BRASILEIRO S.A. - PETROBRAS Ticker Security ID: Meeting Date Meeting Status PBR CUSIP 71654V408 12/19/2011 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 MERGER OF COMPANIES Managem For For For TERMORIO S.A. ("TERMORIO"), USINA TERMELETRICA DE JUIZ DE FORA S.A. ("UTE JUIZ DE FORA") AND FAFEN ENERGIA S.A. ("FAFEN ENERGIA") INTO PETROBRAS, ALL AS MORE FULLY DESCRIBED ON THE COMPANY'S WEBSITE. 2 ELECTION OF MEMBER OF Managem For For For BOARD OF DIRECTORS IN COMPLIANCE TO ARTICLE 150 OF ACT NO. 6.404 OF DEC 15, 1976 AND TO ARTICLE 25 OF THE COMPANY'S BY LAWS. THE MEMBER OF THE BOARD SHALL BE ELECTED BY THE MINORITY SHAREHOLDERS, AS PROVIDED FOR IN ARTICLE 239 OF ACT ________________________________________________________________________________ SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) Ticker Security ID: Meeting Date Meeting Status SLB CUSIP 806857108 04/11/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For PETER L.S. CURRIE 2 ELECTION OF DIRECTOR: Managem For For For TONY ISAAC 3 ELECTION OF DIRECTOR: Managem For For For K. VAMAN KAMATH 4 ELECTION OF DIRECTOR: Managem For For For PAAL KIBSGAARD 5 ELECTION OF DIRECTOR: Managem For For For NIKOLAY KUDRYAVTSEV 6 ELECTION OF DIRECTOR: Managem For For For ADRIAN LAJOUS 7 ELECTION OF DIRECTOR: Managem For For For MICHAEL E. MARKS 8 ELECTION OF DIRECTOR: Managem For For For ELIZABETH A. MOLER 9 ELECTION OF DIRECTOR: Managem For For For LUBNA S. OLAYAN 10 ELECTION OF DIRECTOR: Managem For For For L. RAFAEL REIF 11 ELECTION OF DIRECTOR: Managem For For For TORE I. SANDVOLD 12 ELECTION OF DIRECTOR: Managem For For For HENRI SEYDOUX 13 TO APPROVE AN ADVISORY Managem For For For RESOLUTION ON EXECUTIVE COMPENSATION. 14 TO APPROVE THE Managem For For For COMPANY'S 2011 FINANCIAL STATEMENTS AND DECLARATIONS OF DIVIDENDS. 15 TO APPROVE THE Managem For For For APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 16 TO APPROVE AMENDMENTS Managem For For For TO THE COMPANY'S 2004 STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE AND MAKE CERTAIN TECHNICAL CHANGES. ________________________________________________________________________________ ST. JUDE MEDICAL, INC. Ticker Security ID: Meeting Date Meeting Status STJ CUSIP 790849103 05/03/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For JOHN W. BROWN 2 ELECTION OF DIRECTOR: Managem For For For DANIEL J. STARKS 3 TO APPROVE AMENDMENTS Managem For For For TO THE 2007 EMPLOYEE STOCK PURCHASE PLAN. 4 TO APPROVE AMENDMENTS Managem For For For TO OUR ARTICLES OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS. 5 ADVISORY VOTE TO Managem For For For APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 6 TO RATIFY THE Managem For For For APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. ________________________________________________________________________________ STAPLES, INC. Ticker Security ID: Meeting Date Meeting Status SPLS CUSIP 855030102 06/04/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For BASIL L. ANDERSON 2 ELECTION OF DIRECTOR: Managem For For For ARTHUR M. BLANK 3 ELECTION OF DIRECTOR: Managem For For For DREW G. FAUST 4 ELECTION OF DIRECTOR: Managem For For For JUSTIN KING 5 ELECTION OF DIRECTOR: Managem For For For CAROL MEYROWITZ 6 ELECTION OF DIRECTOR: Managem For For For ROWLAND T. MORIARTY 7 ELECTION OF DIRECTOR: Managem For For For ROBERT C. NAKASONE 8 ELECTION OF DIRECTOR: Managem For For For RONALD L. SARGENT 9 ELECTION OF DIRECTOR: Managem For For For ELIZABETH A. SMITH 10 ELECTION OF DIRECTOR: Managem For For For ROBERT E. SULENTIC 11 ELECTION OF DIRECTOR: Managem For For For VIJAY VISHWANATH 12 ELECTION OF DIRECTOR: Managem For For For PAUL F. WALSH 13 APPROVAL OF AN Managem For For For AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDER ACTION BY MAJORITY WRITTEN CONSENT. 14 APPROVAL, ON AN Managem For For For ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION. 15 APPROVAL OF THE Managem For For For COMPANY'S AMENDED AND RESTATED LONG TERM CASH INCENTIVE PLAN. 16 APPROVAL OF THE Managem For For For COMPANY'S AMENDED AND RESTATED EXECUTIVE OFFICER INCENTIVE PLAN. 17 APPROVAL OF THE Managem For For For COMPANY'S 2012 EMPLOYEE STOCK PURCHASE PLAN. 18 RATIFICATION OF THE Managem For For For SELECTION BY THE AUDIT COMMITTEE OF ERNST & YOUNG LLP AS STAPLES' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. 19 NON-BINDING STOCKHOLDER Sharehol Against For Against PROPOSAL REGARDING A REQUIREMENT FOR SENIOR EXECUTIVES TO HOLD 75% NET AFTER-TAX SHARES ACQUIRED THROUGH COMPENSATION PLANS AND PROHIBITION ON HEDGING OF HELD SHARES. ________________________________________________________________________________ STATE STREET CORPORATION Ticker Security ID: Meeting Date Meeting Status STT CUSIP 857477103 05/16/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For K. BURNES 2 ELECTION OF DIRECTOR: Managem For For For P. COYM 3 ELECTION OF DIRECTOR: Managem For For For P. DE SAINT-AIGNAN 4 ELECTION OF DIRECTOR: Managem For For For A. FAWCETT 5 ELECTION OF DIRECTOR: Managem For For For D. GRUBER 6 ELECTION OF DIRECTOR: Managem For For For L. HILL 7 ELECTION OF DIRECTOR: Managem For For For J. HOOLEY 8 ELECTION OF DIRECTOR: Managem For For For R. KAPLAN 9 ELECTION OF DIRECTOR: Managem For For For R. SERGEL 10 ELECTION OF DIRECTOR: Managem For For For R. SKATES 11 ELECTION OF DIRECTOR: Managem For For For G. SUMME 12 ELECTION OF DIRECTOR: Managem For For For R. WEISSMAN 13 TO APPROVE AN ADVISORY Managem For For For PROPOSAL ON EXECUTIVE COMPENSATION. 14 APPROVE THE AMENDED AND Managem For For For RESTATED 2006 EQUITY INCENTIVE PLAN TO INCREASE BY 15.5 MILLION THE NUMBER OF SHARES OF COMMON STOCK. 15 RATIFY SELECTION OF Managem For For For ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012. ________________________________________________________________________________ STRYKER CORPORATION Ticker Security ID: Meeting Date Meeting Status SYK CUSIP 863667101 04/24/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 RATIFY THE APPOINTMENT Managem For For For OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. 2 APPROVAL OF AN Managem For For For AMENDMENT TO THE COMPANY'S RESTATED ARTICLES OF INCORPORATION TO IMPLEMENT A MAJORITY VOTE STANDARD FOR UNCONTESTED ELECTIONS OF DIRECTORS. 3 RE-APPROVAL OF THE Managem For For For MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE EXECUTIVE BONUS PLAN. 4 APPROVAL, IN AN Managem For For For ADVISORY VOTE, OF THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. ________________________________________________________________________________ SYMANTEC CORPORATION Ticker Security ID: Meeting Date Meeting Status SYMC CUSIP 871503108 10/25/2011 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1.1 ELECTION OF DIRECTOR: Managem For For For STEPHEN M. BENNETT 1.2 ELECTION OF DIRECTOR: Managem For For For MICHAEL A. BROWN 1.3 ELECTION OF DIRECTOR: Managem For For For FRANK E. DANGEARD 1.4 ELECTION OF DIRECTOR: Managem For For For GERALDINE B. LAYBOURNE 1.5 ELECTION OF DIRECTOR: Managem For For For DAVID L. MAHONEY 1.6 ELECTION OF DIRECTOR: Managem For For For ROBERT S. MILLER 1.7 ELECTION OF DIRECTOR: Managem For For For ENRIQUE SALEM 1.8 ELECTION OF DIRECTOR: Managem For For For DANIEL H. SCHULMAN 1.9 ELECTION OF DIRECTOR: Managem For For For V. PAUL UNRUH 2 RATIFICATION OF THE Managem For For For APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2012 FISCAL YEAR. 3 AMENDMENT TO 2000 Managem For For For DIRECTOR EQUITY INCENTIVE PLAN, AS AMENDED, TO INCREASE NUMBER OF AUTHORIZED SHARES ISSUABLE BY 50,000 SHARES. 4 ADVISORY VOTE ON Managem For For For EXECUTIVE COMPENSATION. 5 ADVISORY VOTE ON THE Managem For For For FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 6 STOCKHOLDER PROPOSAL Sharehol Against For Against REGARDING SPECIAL STOCKHOLDER MEETINGS, IF PROPERLY PRESENTED AT THE MEETING. ________________________________________________________________________________ T. ROWE PRICE GROUP, INC. Ticker Security ID: Meeting Date Meeting Status TROW CUSIP 74144T108 04/17/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For EDWARD C. BERNARD 2 ELECTION OF DIRECTOR: Managem For For For JAMES T. BRADY 3 ELECTION OF DIRECTOR: Managem For For For J. ALFRED BROADDUS, JR. 4 ELECTION OF DIRECTOR: Managem For For For DONALD B. HEBB, JR. 5 ELECTION OF DIRECTOR: Managem For For For JAMES A.C. KENNEDY 6 ELECTION OF DIRECTOR: Managem For For For ROBERT F. MACLELLAN 7 ELECTION OF DIRECTOR: Managem For For For BRIAN C. ROGERS 8 ELECTION OF DIRECTOR: Managem For For For DR. ALFRED SOMMER 9 ELECTION OF DIRECTOR: Managem For For For DWIGHT S. TAYLOR 10 ELECTION OF DIRECTOR: Managem For For For ANNE MARIE WHITTEMORE 11 TO APPROVE, BY A Managem For For For NON-BINDING ADVISORY VOTE, THE COMPENSATION PAID BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS. 12 TO APPROVE THE 2012 Managem For For For LONG-TERM INCENTIVE PLAN. 13 TO RATIFY THE Managem For For For APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. ________________________________________________________________________________ TARGET CORPORATION Ticker Security ID: Meeting Date Meeting Status TGT CUSIP 87612E106 06/13/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For ROXANNE S. AUSTIN 2 ELECTION OF DIRECTOR: Managem For For For CALVIN DARDEN 3 ELECTION OF DIRECTOR: Managem For For For MARY N. DILLON 4 ELECTION OF DIRECTOR: Managem Against Against For JAMES A. JOHNSON 5 ELECTION OF DIRECTOR: Managem For For For MARY E. MINNICK 6 ELECTION OF DIRECTOR: Managem For For For ANNE M. MULCAHY 7 ELECTION OF DIRECTOR: Managem For For For DERICA W. RICE 8 ELECTION OF DIRECTOR: Managem For For For STEPHEN W. SANGER 9 ELECTION OF DIRECTOR: Managem For For For GREGG W. STEINHAFEL 10 ELECTION OF DIRECTOR: Managem For For For JOHN G. STUMPF 11 ELECTION OF DIRECTOR: Managem For For For SOLOMON D. TRUJILLO 12 COMPANY PROPOSAL TO Managem For For For RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 13 COMPANY PROPOSAL TO Managem For For For APPROVE THE TARGET CORPORATION OFFICER SHORT-TERM INCENTIVE PLAN. 14 COMPANY PROPOSAL TO Managem For For For APPROVE, ON AN ADVISORY BASIS,OUR EXECUTIVE COMPENSATION ("SAY-ON-PAY"). 15 SHAREHOLDER PROPOSAL ON Sharehol Against For Against ELECTRONICS RECYCLING. 16 SHAREHOLDER PROPOSAL ON Sharehol Against For Against PROHIBITING USE OF CORPORATE FUNDS FOR POLITICAL ELECTIONS OR CAMPAIGNS. ________________________________________________________________________________ TEVA PHARMACEUTICAL INDUSTRIES LIMITED Ticker Security ID: Meeting Date Meeting Status TEVA CUSIP 881624209 09/19/2011 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 APPROVE RESOLUTION OF Managem For For For THE BOARD TO DECLARE & DISTRIBUTE CASH DIVIDEND FOR YEAR DECEMBER 31, 2010, PAID IN FOUR INSTALLMENTS IN AN AGGREGATE AMOUNT OF NIS 2.90 PER ORDINARY SHARE (OR ADS). 2.1 TO APPOINT MR. CHAIM Managem For For For HURVITZ TO THE BOARD OF DIRECTORS. 2.2 TO APPOINT MR. ORY Managem For For For SLONIM TO THE BOARD OF DIRECTORS. 2.3 TO APPOINT MR. DAN Managem For For For SUESSKIND TO THE BOARD OF DIRECTORS. 3.1 APPOINT MR. JOSEPH Managem For For For (YOSSI) NITZANI AS A STATUTORY INDEPENDENT DIRECTOR, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 3.2 APPOINT PROF. DAFNA Managem For For For SCHWARTZ AS A STATUTORY INDEPENDENT DIRECTOR, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 4 APPOINT KESSELMAN & Managem For For For KESSELMAN, MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 5 TO APPROVE THE PURCHASE Managem For For For OF DIRECTORS' & OFFICERS' LIABILITY INSURANCE, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 6.1 TO APPROVE AN INCREASE Managem For For For IN THE REMUNERATION FOR PROF. MOSHE MANY IN HIS CAPACITY AS VICE CHAIRMAN OF THE BOARD OF DIRECTORS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 6.2 APPROVE REIMBURSEMENT Managem For For For OF EXPENSES TO DR. PHILLIP FROST, CHAIRMAN OF BOARD, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. ________________________________________________________________________________ THE GOLDMAN SACHS GROUP, INC. Ticker Security ID: Meeting Date Meeting Status GS CUSIP 38141G104 05/24/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For LLOYD C. BLANKFEIN 2 ELECTION OF DIRECTOR: Managem For For For M. MICHELE BURNS 3 ELECTION OF DIRECTOR: Managem For For For GARY D. COHN 4 ELECTION OF DIRECTOR: Managem For For For CLAES DAHLBACK 5 ELECTION OF DIRECTOR: Managem For For For STEPHEN FRIEDMAN 6 ELECTION OF DIRECTOR: Managem For For For WILLIAM W. GEORGE 7 ELECTION OF DIRECTOR: Managem Against Against For JAMES A. JOHNSON 8 ELECTION OF DIRECTOR: Managem For For For LAKSHMI N. MITTAL 9 ELECTION OF DIRECTOR: Managem For For For JAMES J. SCHIRO 10 ELECTION OF DIRECTOR: Managem For For For DEBORA L. SPAR 11 ADVISORY VOTE TO Managem For For For APPROVE EXECUTIVE COMPENSATION (SAY ON PAY) 12 RATIFICATION OF Managem For For For PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012 13 SHAREHOLDER PROPOSAL Sharehol Against For Against REGARDING CUMULATIVE VOTING 14 SHAREHOLDER PROPOSAL Sharehol Against For Against REGARDING EXECUTIVE COMPENSATION AND LONG-TERM PERFORMANCE 15 SHAREHOLDER PROPOSAL Sharehol Against For Against REGARDING REPORT ON LOBBYING EXPENDITURES ________________________________________________________________________________ VISA INC. Ticker Security ID: Meeting Date Meeting Status V CUSIP 92826C839 01/31/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For GARY P. COUGHLAN 2 ELECTION OF DIRECTOR: Managem For For For MARY B. CRANSTON 3 ELECTION OF DIRECTOR: Managem For For For FRANCISCO JAVIER FERNANDEZ-CARBAJAL 4 ELECTION OF DIRECTOR: Managem For For For ROBERT W. MATSCHULLAT 5 ELECTION OF DIRECTOR: Managem For For For CATHY E. MINEHAN 6 ELECTION OF DIRECTOR: Managem For For For SUZANNE NORA JOHNSON 7 ELECTION OF DIRECTOR: Managem For For For DAVID J. PANG 8 ELECTION OF DIRECTOR: Managem For For For JOSEPH W. SAUNDERS 9 ELECTION OF DIRECTOR: Managem For For For WILLIAM S. SHANAHAN 10 ELECTION OF DIRECTOR: Managem For For For JOHN A. SWAINSON 11 TO APPROVE, ON AN Managem For For For ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 12 TO APPROVE THE VISA Managem For For For INC. 2007 EQUITY INCENTIVE COMPENSATION PLAN, AS AMENDED AND RESTATED. 13 TO RATIFY THE Managem For For For APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012. ________________________________________________________________________________ WELLS FARGO & COMPANY Ticker Security ID: Meeting Date Meeting Status WFC CUSIP 949746101 04/24/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem Against Against For JOHN D. BAKER II 2 ELECTION OF DIRECTOR: Managem For For For ELAINE L. CHAO 3 ELECTION OF DIRECTOR: Managem For For For JOHN S. CHEN 4 ELECTION OF DIRECTOR: Managem For For For LLOYD H. DEAN 5 ELECTION OF DIRECTOR: Managem For For For SUSAN E. ENGEL 6 ELECTION OF DIRECTOR: Managem For For For ENRIQUE HERNANDEZ, JR. 7 ELECTION OF DIRECTOR: Managem Against Against For DONALD M. JAMES 8 ELECTION OF DIRECTOR: Managem Against Against For CYNTHIA H. MILLIGAN 9 ELECTION OF DIRECTOR: Managem For For For NICHOLAS G. MOORE 10 ELECTION OF DIRECTOR: Managem For For For FEDERICO F. PENA 11 ELECTION OF DIRECTOR: Managem Against Against For PHILIP J. QUIGLEY 12 ELECTION OF DIRECTOR: Managem For For For JUDITH M. RUNSTAD 13 ELECTION OF DIRECTOR: Managem For For For STEPHEN W. SANGER 14 ELECTION OF DIRECTOR: Managem For For For JOHN G. STUMPF 15 ELECTION OF DIRECTOR: Managem For For For SUSAN G. SWENSON 16 PROPOSAL TO APPROVE AN Managem For For For ADVISORY RESOLUTION TO APPROVE THE NAMED EXECUTIVES' COMPENSATION. 17 PROPOSAL TO RATIFY THE Managem For For For APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR 2012. 18 STOCKHOLDER PROPOSAL Sharehol For Against Against REGARDING THE ADOPTION OF A POLICY TO REQUIRE AN INDEPENDENT CHAIRMAN. 19 STOCKHOLDER PROPOSAL TO Sharehol For Against Against PROVIDE FOR CUMULATIVE VOTING IN CONTESTED DIRECTOR ELECTIONS. 20 STOCKHOLDER PROPOSAL TO Sharehol For Against Against AMEND THE COMPANY'S BY-LAWS TO ALLOW STOCKHOLDERS TO NOMINATE DIRECTOR CANDIDATES FOR INCLUSION IN THE COMPANY'S PROXY MATERIALS. 21 STOCKHOLDER PROPOSAL Sharehol Against For Against REGARDING AN INVESTIGATION AND REPORT ON INTERNAL CONTROLS FOR MORTGAGE SERVICING OPERATIONS. ________________________________________________________________________________ ZIMMER HOLDINGS, INC. Ticker Security ID: Meeting Date Meeting Status ZMH CUSIP 98956P102 05/08/2012 Voted Meeting Type Country of Trade United States Issue No. Description Proponent Mgmt Rec Vote Cast For/Against Mgmt 1 ELECTION OF DIRECTOR: Managem For For For BETSY J. BERNARD 2 ELECTION OF DIRECTOR: Managem For For For MARC N. CASPER 3 ELECTION OF DIRECTOR: Managem For For For DAVID C. DVORAK 4 ELECTION OF DIRECTOR: Managem For For For LARRY C. GLASSCOCK 5 ELECTION OF DIRECTOR: Managem For For For ROBERT A. HAGEMANN 6 ELECTION OF DIRECTOR: Managem For For For ARTHUR J. HIGGINS 7 ELECTION OF DIRECTOR: Managem For For For JOHN L. MCGOLDRICK 8 ELECTION OF DIRECTOR: Managem For For For CECIL B. PICKETT, PH.D. 9 ADVISORY VOTE TO Managem For For For APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 10 RATIFICATION OF Managem For For For APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012 SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Madison/Claymore Covered Call & Equity Strategy Fund ---------------------------------------------------- By: /s/ Kevin M. Robinson ----------------------------- Name: Kevin M. Robinson Title: Chief Executive Officer Date: August 27, 2012