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 811-04894     

 

 

Franklin Managed Trust

(Exact name of registrant as specified in charter)

 

One Franklin Parkway, San Mateo, CA 94403-1906

(Address of principal executive offices) (Zip code)

 

Craig S. Tyle, One Franklin Parkway, San Mateo, CA 94403-1906

(Name and address of agent for service)

 

Registrant's telephone number, including area code: (650) 312-2000

 

Date of fiscal year end:          9/30                

 

Date of reporting period:   6/30/13                 

 

Item 1. Proxy Voting Records.

 

Franklin Rising Dividends Fund

 

ABBOTT LABORATORIES
Meeting Date:  APR 26, 2013
Record Date:  FEB 27, 2013
Meeting Type:  ANNUAL

Ticker:  ABT
Security ID:  002824100

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Robert J. Alpern

Management

For

For

1.2

Elect Director Roxanne S. Austin

Management

For

For

1.3

Elect Director Sally E. Blount

Management

For

For

1.4

Elect Director W. James Farrell

Management

For

For

1.5

Elect Director Edward M. Liddy

Management

For

For

1.6

Elect Director Nancy McKinstry

Management

For

For

1.7

Elect Director Phebe N. Novakovic

Management

For

For

1.8

Elect Director William A. Osborn

Management

For

For

1.9

Elect Director Samuel C. Scott, III

Management

For

For

1.10

Elect Director Glenn F. Tilton

Management

For

For

1.11

Elect Director Miles D. White

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

Against

4

Label and Eliminate GMO Ingredients in Products

Shareholder

Against

Against

5

Report on Lobbying Payments and Policy

Shareholder

Against

Against

6

Require Independent Board Chairman

Shareholder

Against

For

7

Stock Retention/Holding Period

Shareholder

Against

Against

8

Cease Compliance Adjustments to Performance Criteria

Shareholder

Against

For

9

Pro-rata Vesting of Equity Awards

Shareholder

Against

Against

 

 

 

 

 

ABBVIE INC.
Meeting Date:  MAY 06, 2013
Record Date:  MAR 08, 2013
Meeting Type:  ANNUAL

Ticker:  ABBV
Security ID:  00287Y109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director William H.L. Burnside

Management

For

For

1.2

Elect Director Edward J. Rapp

Management

For

For

1.3

Elect Director Roy S. Roberts

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Advisory Vote on Say on Pay Frequency

Management

One Year

One Year

5

Approve Omnibus Stock Plan

Management

For

For

 

 

ABM INDUSTRIES INCORPORATED
Meeting Date:  MAR 05, 2013
Record Date:  JAN 16, 2013
Meeting Type:  ANNUAL

Ticker:  ABM
Security ID:  000957100

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Luke S. Helms

Management

For

For

1.2

Elect Director Sudhakar Kesavan

Management

For

For

1.3

Elect Director William W. Steele

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

 

 

 

 

 

AFLAC INCORPORATED
Meeting Date:  MAY 06, 2013
Record Date:  FEB 27, 2013
Meeting Type:  ANNUAL

Ticker:  AFL
Security ID:  001055102

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Daniel P. Amos

Management

For

For

1b

Elect Director John Shelby Amos, II

Management

For

For

1c

Elect Director Paul S. Amos, II

Management

For

For

1d

Elect Director W. Paul Bowers

Management

For

For

1e

Elect Director Kriss Cloninger, III

Management

For

Against

1f

Elect Director Elizabeth J. Hudson

Management

For

For

1g

Elect Director Douglas W. Johnson

Management

For

For

1h

Elect Director Robert B. Johnson

Management

For

For

1i

Elect Director Charles B. Knapp

Management

For

For

1j

Elect Director E. Stephen Purdom

Management

For

For

1k

Elect Director Barbara K. Rimer

Management

For

For

1l

Elect Director Melvin T. Stith

Management

For

For

1m

Elect Director David Gary Thompson

Management

For

For

1n

Elect Director Takuro Yoshida

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Auditors

Management

For

For

 

 

AIR PRODUCTS AND CHEMICALS, INC.
Meeting Date:  JAN 24, 2013
Record Date:  NOV 30, 2012
Meeting Type:  ANNUAL

Ticker:  APD
Security ID:  009158106

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director William L. Davis, III

Management

For

For

1b

Elect Director W. Douglas Ford

Management

For

For

1c

Elect Director Evert Henkes

Management

For

For

1d

Elect Director Margaret G. McGlynn

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Approve Omnibus Stock Plan

Management

For

For

5

Declassify the Board of Directors

Shareholder

Against

For

 

 

 

 

 

ALBEMARLE CORPORATION
Meeting Date:  MAY 07, 2013
Record Date:  MAR 08, 2013
Meeting Type:  ANNUAL

Ticker:  ALB
Security ID:  012653101

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Willam H. Hernandez

Management

For

For

1.2

Elect Director Luther C. Kissam, IV

Management

For

For

1.3

Elect Director Joseph M. Mahady

Management

For

For

1.4

Elect Director Jim W. Nokes

Management

For

For

1.5

Elect Director James J. O'Brien

Management

For

For

1.6

Elect Director Barry W. Perry

Management

For

For

1.7

Elect Director John Sherman Jr.

Management

For

For

1.8

Elect Director Harriett Tee Taggart

Management

For

For

1.9

Elect Director Anne Marie Whittemore

Management

For

For

2

Approve Non-Employee Director Restricted Stock Plan

Management

For

For

3

Ratify Auditors

Management

For

For

4

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

 

 

ARCHER-DANIELS-MIDLAND COMPANY
Meeting Date:  NOV 01, 2012
Record Date:  SEP 07, 2012
Meeting Type:  ANNUAL

Ticker:  ADM
Security ID:  039483102

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Alan L. Boeckmann

Management

For

For

1.2

Elect Director George W. Buckley

Management

For

For

1.3

Elect Director Mollie Hale Carter

Management

For

For

1.4

Elect Director Terrell K. Crews

Management

For

For

1.5

Elect Director Pierre Dufour

Management

For

For

1.6

Elect Director Donald E. Felsinger

Management

For

For

1.7

Elect Director Antonio Maciel

Management

For

For

1.8

Elect Director Patrick J. Moore

Management

For

For

1.9

Elect Director Thomas F. O'Neill

Management

For

For

1.10

Elect Director Daniel Shih

Management

For

For

1.11

Elect Director Kelvin R. Westbrook

Management

For

For

1.12

Elect Director Patricia A. Woertz

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Amend Articles/Bylaws/Charter -- Call Special Meetings

Shareholder

Against

For

 

 

 

 

 

ARCHER-DANIELS-MIDLAND COMPANY
Meeting Date:  MAY 02, 2013
Record Date:  MAR 11, 2013
Meeting Type:  ANNUAL

Ticker:  ADM
Security ID:  039483102

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Alan L. Boeckmann

Management

For

For

1.2

Elect Director George W. Buckley

Management

For

For

1.3

Elect Director Mollie Hale Carter

Management

For

For

1.4

Elect Director Terell K. Crews

Management

For

For

1.5

Elect Director Pierre Dufour

Management

For

For

1.6

Elect Director Donald E. Felsinger

Management

For

For

1.7

Elect Director Antonio Maciel

Management

For

For

1.8

Elect Director Patrick J. Moore

Management

For

For

1.9

Elect Director Thomas F. O'Neill

Management

For

For

1.10

Elect Director Daniel Shih

Management

For

For

1.11

Elect Director Kelvin R. Westbrook

Management

For

For

1.12

Elect Director Patricia A. Woertz

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

 

 

ARTHUR J. GALLAGHER & CO.
Meeting Date:  MAY 15, 2013
Record Date:  MAR 18, 2013
Meeting Type:  ANNUAL

Ticker:  AJG
Security ID:  363576109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director William L. Bax

Management

For

For

1b

Elect Director Frank E. English, Jr.

Management

For

For

1c

Elect Director J. Patrick Gallagher, Jr.

Management

For

For

1d

Elect Director Elbert O. Hand

Management

For

For

1e

Elect Director David S. Johnson

Management

For

For

1f

Elect Director Kay W. McCurdy

Management

For

For

1g

Elect Director Norman L. Rosenthal

Management

For

For

1h

Elect Director James R. Wimmer

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

 

 

 

 

 

BECTON, DICKINSON AND COMPANY
Meeting Date:  JAN 29, 2013
Record Date:  DEC 07, 2012
Meeting Type:  ANNUAL

Ticker:  BDX
Security ID:  075887109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Basil L. Anderson

Management

For

For

1.2

Elect Director Henry P. Becton, Jr.

Management

For

For

1.3

Elect Director Catherine M. Burzik

Management

For

For

1.4

Elect Director Edward F. DeGraan

Management

For

For

1.5

Elect Director Vincent A. Forlenza

Management

For

For

1.6

Elect Director Claire M. Fraser

Management

For

For

1.7

Elect Director Christopher Jones

Management

For

For

1.8

Elect Director Marshall O. Larsen

Management

For

For

1.9

Elect Director Adel A.F. Mahmoud

Management

For

For

1.10

Elect Director Gary A. Mecklenburg

Management

For

For

1.11

Elect Director James F. Orr

Management

For

For

1.12

Elect Director Willard J. Overlock, Jr.

Management

For

For

1.13

Elect Director Rebecca W. Rimel

Management

For

For

1.14

Elect Director Bertram L. Scott

Management

For

For

1.15

Elect Director Alfred Sommer

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Rescind Fair Price Provision

Management

For

For

5

Amend Omnibus Stock Plan

Management

For

For

 

 

BEMIS COMPANY, INC.
Meeting Date:  MAY 02, 2013
Record Date:  MAR 07, 2013
Meeting Type:  ANNUAL

Ticker:  BMS
Security ID:  081437105

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director David S. Haffner

Management

For

For

1.2

Elect Director Holly A. Van Deursen

Management

For

For

1.3

Elect Director David T. Szczupak

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Auditors

Management

For

For

 

 

 

 

 

CARLISLE COMPANIES INCORPORATED
Meeting Date:  MAY 08, 2013
Record Date:  MAR 11, 2013
Meeting Type:  ANNUAL

Ticker:  CSL
Security ID:  142339100

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Robin J. Adams

Management

For

For

1b

Elect Director Robin S. Callahan

Management

For

For

1c

Elect Director David A. Roberts

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Auditors

Management

For

For

 

 

CHEVRON CORPORATION
Meeting Date:  MAY 29, 2013
Record Date:  APR 03, 2013
Meeting Type:  ANNUAL

Ticker:  CVX
Security ID:  166764100

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Linnet F. Deily

Management

For

For

1b

Elect Director Robert E. Denham

Management

For

For

1c

Elect Director Alice P. Gast

Management

For

For

1d

Elect Director Enrique Hernandez, Jr.

Management

For

For

1e

Elect Director George L. Kirkland

Management

For

For

1f

Elect Director Charles W. Moorman, IV

Management

For

For

1g

Elect Director Kevin W. Sharer

Management

For

For

1h

Elect Director John G. Stumpf

Management

For

For

1i

Elect Director Ronald D. Sugar

Management

For

For

1j

Elect Director Carl Ware

Management

For

For

1k

Elect Director John S. Watson

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Amend Omnibus Stock Plan

Management

For

For

5

Report on Management of Hydraulic Fracturing Risks and Opportunities

Shareholder

Against

Against

6

Report on Offshore Oil Wells and Spill Mitigation Measures

Shareholder

Against

Against

7

Report on Financial Risks of Climate Change

Shareholder

Against

Against

8

Report on Lobbying Payments and Policy

Shareholder

Against

Against

9

Prohibit Political Contributions

Shareholder

Against

Against

10

Provide for Cumulative Voting

Shareholder

Against

Against

11

Amend Articles/Bylaws/Charter -- Call Special Meetings

Shareholder

Against

Against

12

Require Director Nominee with Environmental Expertise

Shareholder

Against

Against

13

Adopt Guidelines for Country Selection

Shareholder

Against

Against

 

 

 

 

 

CINTAS CORPORATION
Meeting Date:  OCT 16, 2012
Record Date:  AUG 20, 2012
Meeting Type:  ANNUAL

Ticker:  CTAS
Security ID:  172908105

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Gerald S. Adolph

Management

For

For

1b

Elect Director John F. Barrett

Management

For

For

1c

Elect Director Melanie W. Barstad

Management

For

For

1d

Elect Director Richard T. Farmer

Management

For

For

1e

Elect Director Scott D. Farmer

Management

For

For

1f

Elect Director James J. Johnson

Management

For

For

1g

Elect Director Robert J. Kohlhepp

Management

For

For

1h

Elect Director Joseph Scaminace

Management

For

For

1i

Elect Director Ronald W. Tysoe

Management

For

Against

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Auditors

Management

For

For

 

 

COHU, INC.
Meeting Date:  MAY 15, 2013
Record Date:  MAR 22, 2013
Meeting Type:  ANNUAL

Ticker:  COHU
Security ID:  192576106

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director James A. Donahue

Management

For

For

1.2

Elect Director Steven J. Bilodeau

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Auditors

Management

For

For

 

 

COLGATE-PALMOLIVE COMPANY
Meeting Date:  MAY 10, 2013
Record Date:  MAR 11, 2013
Meeting Type:  ANNUAL

Ticker:  CL
Security ID:  194162103

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Nikesh Arora

Management

For

For

1b

Elect Director John T. Cahill

Management

For

For

1c

Elect Director Ian Cook

Management

For

For

1d

Elect Director Helene D. Gayle

Management

For

For

1e

Elect Director Ellen M. Hancock

Management

For

For

1f

Elect Director Joseph Jimenez

Management

For

For

1g

Elect Director Richard J. Kogan

Management

For

For

1h

Elect Director Delano E. Lewis

Management

For

For

1i

Elect Director J. Pedro Reinhard

Management

For

For

1j

Elect Director Stephen I. Sadove

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Approve Omnibus Stock Plan

Management

For

For

5

Adopt Share Retention Policy For Senior Executives

Shareholder

Against

Against

 

 

 

 

 

DONALDSON COMPANY, INC.
Meeting Date:  NOV 16, 2012
Record Date:  SEP 19, 2012
Meeting Type:  ANNUAL

Ticker:  DCI
Security ID:  257651109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director William M. Cook

Management

For

For

1.2

Elect Director Paul David Miller

Management

For

For

2

Ratify Auditors

Management

For

For

 

 

DOVER CORPORATION
Meeting Date:  MAY 02, 2013
Record Date:  MAR 06, 2013
Meeting Type:  ANNUAL

Ticker:  DOV
Security ID:  260003108

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director David H. Benson

Management

For

For

1b

Elect Director Robert W. Cremin

Management

For

For

1c

Elect Director Jean-Pierre M. Ergas

Management

For

For

1d

Elect Director Peter T. Francis

Management

For

For

1e

Elect Director Kristiane C. Graham

Management

For

For

1f

Elect Director M.F. Johnston

Management

For

For

1g

Elect Director Robert A. Livingston

Management

For

For

1h

Elect Director Richard K. Lochridge

Management

For

For

1i

Elect Director Bernard G. Rethore

Management

For

For

1j

Elect Director Michael B. Stubbs

Management

For

For

1k

Elect Director Stephen M. Todd

Management

For

For

1l

Elect Director Stephen K. Wagner

Management

For

For

1m

Elect Director Mary A. Winston

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Reduce Supermajority Vote Requirement

Shareholder

Against

For

 

 

 

 

 

ECOLAB INC.
Meeting Date:  MAY 02, 2013
Record Date:  MAR 05, 2013
Meeting Type:  ANNUAL

Ticker:  ECL
Security ID:  278865100

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Douglas M. Baker, Jr.

Management

For

For

1.2

Elect Director Barbara J. Beck

Management

For

For

1.3

Elect Director Leslie S. Biller

Management

For

For

1.4

Elect Director Stephen I. Chazen

Management

For

For

1.5

Elect Director Jerry A. Grundhofer

Management

For

For

1.6

Elect Director Arthur J. Higgins

Management

For

For

1.7

Elect Director Joel W. Johnson

Management

For

For

1.8

Elect Director Michael Larson

Management

For

For

1.9

Elect Director Jerry W. Levin

Management

For

For

1.10

Elect Director Robert L. Lumpkins

Management

For

For

1.11

Elect Director Victoria J. Reich

Management

For

For

1.12

Elect Director Mary M. VanDeWeghe

Management

For

For

1.13

Elect Director John J. Zillmer

Management

For

For

2

Ratify Auditors

Management

For

For

3

Amend Omnibus Stock Plan

Management

For

For

4

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

Against

5

Stock Retention/Holding Period

Shareholder

Against

Against

6

Require Consistency with Corporate Values and Report on Political Contributions

Shareholder

Against

Against

 

 

EXXON MOBIL CORPORATION
Meeting Date:  MAY 29, 2013
Record Date:  APR 04, 2013
Meeting Type:  ANNUAL

Ticker:  XOM
Security ID:  30231G102

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director M.J. Boskin

Management

For

For

1.2

Elect Director P. Brabeck-Letmathe

Management

For

For

1.3

Elect Director U.M. Burns

Management

For

For

1.4

Elect Director L.R. Faulkner

Management

For

For

1.5

Elect Director J.S. Fishman

Management

For

For

1.6

Elect Director H.H. Fore

Management

For

For

1.7

Elect Director K.C. Frazier

Management

For

For

1.8

Elect Director W.W. George

Management

For

For

1.9

Elect Director S.J. Palmisano

Management

For

For

1.10

Elect Director S.S. Reinemund

Management

For

For

1.11

Elect Director R.W. Tillerson

Management

For

For

1.12

Elect Director W.C. Weldon

Management

For

For

1.13

Elect Director E.E. Whitacre, Jr.

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Require Independent Board Chairman

Shareholder

Against

Against

5

Require a Majority Vote for the Election of Directors

Shareholder

Against

For

6

Limit Directors to a Maximum of Three Board Memberships in Companies with Sales over $500 Million Annually

Shareholder

Against

Against

7

Report on Lobbying Payments and Policy

Shareholder

Against

Against

8

Study Feasibility of Prohibiting Political Contributions

Shareholder

Against

Against

9

Adopt Sexual Orientation Anti-bias Policy

Shareholder

Against

For

10

Report on Management of Hydraulic Fracturing Risks and Opportunities

Shareholder

Against

Against

11

Adopt Quantitative GHG Goals for Products and Operations

Shareholder

Against

Against

 

 

 

 

 

FAMILY DOLLAR STORES, INC.
Meeting Date:  JAN 17, 2013
Record Date:  NOV 23, 2012
Meeting Type:  ANNUAL

Ticker:  FDO
Security ID:  307000109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Mark R. Bernstein

Management

For

For

1.2

Elect Director Pamela L. Davies

Management

For

For

1.3

Elect Director Sharon Allred Decker

Management

For

For

1.4

Elect Director Edward C. Dolby

Management

For

For

1.5

Elect Director Glenn A. Eisenberg

Management

For

For

1.6

Elect Director Edward P. Garden

Management

For

For

1.7

Elect Director Howard R. Levine

Management

For

For

1.8

Elect Director George R. Mahoney, Jr.

Management

For

For

1.9

Elect Director James G. Martin

Management

For

For

1.10

Elect Director Harvey Morgan

Management

For

For

1.11

Elect Director Dale C. Pond

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Approve Qualified Employee Stock Purchase Plan

Management

For

For

4

Ratify Auditors

Management

For

For

5

Adopt ILO Based Code of Conduct

Shareholder

Against

Against

 

 

 

 

 

GENERAL DYNAMICS CORPORATION
Meeting Date:  MAY 01, 2013
Record Date:  MAR 07, 2013
Meeting Type:  ANNUAL

Ticker:  GD
Security ID:  369550108

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Mary T. Barra

Management

For

For

1.2

Elect Director Nicholas D. Chabraja

Management

For

For

1.3

Elect Director James S. Crown

Management

For

Against

1.4

Elect Director William P. Fricks

Management

For

For

1.5

Elect Director Paul G. Kaminski

Management

For

For

1.6

Elect Director John M. Keane

Management

For

For

1.7

Elect Director Lester L. Lyles

Management

For

For

1.8

Elect Director Phebe N. Novakovic

Management

For

For

1.9

Elect Director William A. Osborn

Management

For

For

1.10

Elect Director Robert Walmsley

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

Against

4

Report on Lobbying Payments and Policy

Shareholder

Against

Against

5

Review and Assess Human Rights Policy

Shareholder

Against

Against

 

 

HILL-ROM HOLDINGS, INC.
Meeting Date:  MAR 08, 2013
Record Date:  DEC 31, 2012
Meeting Type:  ANNUAL

Ticker:  HRC
Security ID:  431475102

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Rolf A. Classon

Management

For

For

1.2

Elect Director James R. Giertz

Management

For

For

1.3

Elect Director Charles E. Golden

Management

For

For

1.4

Elect Director John J. Greisch

Management

For

For

1.5

Elect Director W August Hillenbrand

Management

For

For

1.6

Elect Director William H. Kucheman

Management

For

For

1.7

Elect Director Ronald A. Malone

Management

For

For

1.8

Elect Director Eduardo R. Menasce

Management

For

For

1.9

Elect Director Joanne C. Smith

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Auditors

Management

For

For

 

 

 

 

 

HILLENBRAND, INC.
Meeting Date:  FEB 27, 2013
Record Date:  DEC 21, 2012
Meeting Type:  ANNUAL

Ticker:  HI
Security ID:  431571108

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Mark C. DeLuzio

Management

For

For

1.2

Elect Director F. Joseph Loughrey

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Auditors

Management

For

For

 

 

INTERNATIONAL BUSINESS MACHINES CORPORATION
Meeting Date:  APR 30, 2013
Record Date:  MAR 01, 2013
Meeting Type:  ANNUAL

Ticker:  IBM
Security ID:  459200101

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Alain J.P. Belda

Management

For

Against

1.2

Elect Director William R. Brody

Management

For

For

1.3

Elect Director Kenneth I. Chenault

Management

For

For

1.4

Elect Director Michael L. Eskew

Management

For

Against

1.5

Elect Director David N. Farr

Management

For

For

1.6

Elect Director Shirley Ann Jackson

Management

For

For

1.7

Elect Director Andrew N. Liveris

Management

For

Against

1.8

Elect Director W. James McNerney, Jr.

Management

For

For

1.9

Elect Director James W. Owens

Management

For

For

1.10

Elect Director Virginia M. Rometty

Management

For

For

1.11

Elect Director Joan E. Spero

Management

For

For

1.12

Elect Director Sidney Taurel

Management

For

For

1.13

Elect Director Lorenzo H. Zambrano

Management

For

Against

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Report on Lobbying Payments and Policy

Shareholder

Against

Against

5

Provide Right to Act by Written Consent

Shareholder

Against

For

6

Require Independent Board Chairman

Shareholder

Against

For

7

Stock Retention/Holding Period

Shareholder

Against

Against

 

 

 

 

 

JOHN WILEY & SONS, INC.
Meeting Date:  SEP 20, 2012
Record Date:  JUL 25, 2012
Meeting Type:  ANNUAL

Ticker:  JW.A
Security ID:  968223206

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Mari J. Baker

Management

For

For

1.2

Elect Director Raymond W. McDaniel, Jr

Management

For

For

1.3

Elect Director William B. Plummer

Management

For

For

1.4

Elect Director Kalpana Raina

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

 

 

JOHNSON & JOHNSON
Meeting Date:  APR 25, 2013
Record Date:  FEB 26, 2013
Meeting Type:  ANNUAL

Ticker:  JNJ
Security ID:  478160104

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Mary Sue Coleman

Management

For

For

1.2

Elect Director James G. Cullen

Management

For

For

1.3

Elect Director Ian E.L. Davis

Management

For

For

1.4

Elect Director Alex Gorsky

Management

For

For

1.5

Elect Director Michael M.E. Johns

Management

For

For

1.6

Elect Director Susan L. Lindquist

Management

For

For

1.7

Elect Director Anne M. Mulcahy

Management

For

Against

1.8

Elect Director Leo F. Mullin

Management

For

For

1.9

Elect Director William D. Perez

Management

For

For

1.10

Elect Director Charles Prince

Management

For

Against

1.11

Elect Director A. Eugene Washington

Management

For

For

1.12

Elect Director Ronald A. Williams

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

Against

3

Ratify Auditors

Management

For

For

4

Stock Retention/Holding Period

Shareholder

Against

Against

5

Screen Political Contributions for Consistency with Corporate Values

Shareholder

Against

Against

6

Require Independent Board Chairman

Shareholder

Against

For

 

 

 

 

 

JOHNSON CONTROLS, INC.
Meeting Date:  JAN 23, 2013
Record Date:  NOV 15, 2012
Meeting Type:  ANNUAL

Ticker:  JCI
Security ID:  478366107

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director David P. Abney

Management

For

For

1.2

Elect Director Julie L. Bushman

Management

For

For

1.3

Elect Director Eugenio Clariond Reyes-Retana

Management

For

For

1.4

Elect Director Jeffrey A. Joerres

Management

For

For

2

Ratify Auditors

Management

For

For

3

Declassify the Board of Directors

Management

For

For

4

Approve Omnibus Stock Plan

Management

For

For

5

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

6

Require Independent Board Chairman

Shareholder

Against

Against

7

Provide Right to Act by Written Consent

Shareholder

Against

For

 

 

KID BRANDS, INC.
Meeting Date:  AUG 14, 2012
Record Date:  JUN 28, 2012
Meeting Type:  ANNUAL

Ticker:  KID
Security ID:  49375T100

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Raphael Benaroya

Management

For

For

1.2

Elect Director Mario Ciampi

Management

For

For

1.3

Elect Director Frederick J. Horowitz

Management

For

Withhold

1.4

Elect Director Hugh R. Rovit

Management

For

Withhold

1.5

Elect Director Salvatore M. Salibello

Management

For

Withhold

1.6

Elect Director Michael Zimmerman

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Approve Executive Incentive Bonus Plan

Management

For

For

 

 

 

 

 

LEGGETT & PLATT, INCORPORATED
Meeting Date:  MAY 09, 2013
Record Date:  MAR 07, 2013
Meeting Type:  ANNUAL

Ticker:  LEG
Security ID:  524660107

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Robert E. Brunner

Management

For

For

1b

Elect Director Ralph W. Clark

Management

For

For

1c

Elect Director Robert G. Culp, III

Management

For

For

1d

Elect Director R. Ted Enloe, III

Management

For

For

1e

Elect Director Richard T. Fisher

Management

For

For

1f

Elect Director Matthew C. Flanigan

Management

For

Against

1g

Elect Director Karl G. Glassman

Management

For

For

1h

Elect Director David S. Haffner

Management

For

For

1i

Elect Director Joseph W. McClanathan

Management

For

For

1j

Elect Director Judy C. Odom

Management

For

For

1k

Elect Director Phoebe A. Wood

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity

Shareholder

Against

For

 

 

MATTHEWS INTERNATIONAL CORPORATION
Meeting Date:  FEB 21, 2013
Record Date:  DEC 31, 2012
Meeting Type:  ANNUAL

Ticker:  MATW
Security ID:  577128101

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Alvaro Garcia-Tunon

Management

For

For

1.2

Elect Director John P. O'Leary, Jr.

Management

For

For

1.3

Elect Director Jerry R. Whitaker

Management

For

For

2

Approve Omnibus Stock Plan

Management

For

Against

3

Ratify Auditors

Management

For

For

4

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

Against

 

 

 

 

 

MCDONALD'S CORPORATION
Meeting Date:  MAY 23, 2013
Record Date:  MAR 25, 2013
Meeting Type:  ANNUAL

Ticker:  MCD
Security ID:  580135101

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Walter E. Massey

Management

For

For

1b

Elect Director John W. Rogers, Jr.

Management

For

For

1c

Elect Director Roger W. Stone

Management

For

For

1d

Elect Director Miles D. White

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Auditors

Management

For

For

4

Report on Pay Disparity

Shareholder

Against

Against

5

Stock Retention/Holding Period

Shareholder

Against

Against

6

Report on Human Rights Risk Assessment Process

Shareholder

Against

Against

7

Report on Nutrition Initiatives and Childhood Obesity Concerns

Shareholder

Against

Against

 

 

MEDTRONIC, INC.
Meeting Date:  AUG 23, 2012
Record Date:  JUN 25, 2012
Meeting Type:  ANNUAL

Ticker:  MDT
Security ID:  585055106

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Richard H. Anderson

Management

For

For

1.2

Elect Director Victor J. Dzau

Management

For

Withhold

1.3

Elect Director Omar Ishrak

Management

For

For

1.4

Elect Director Shirley Ann Jackson

Management

For

For

1.5

Elect Director Michael O. Leavitt

Management

For

For

1.6

Elect Director James T. Lenehan

Management

For

For

1.7

Elect Director Denise M. O'Leary

Management

For

For

1.8

Elect Director Kendall J. Powell

Management

For

For

1.9

Elect Director Robert C. Pozen

Management

For

For

1.10

Elect Director Jack W. Schuler

Management

For

Withhold

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

Against

4

Adopt Majority Voting for Uncontested Election of Directors

Management

For

For

5

Adopt Proxy Access Right

Shareholder

Against

Against

6

Reduce Supermajority Vote Requirement

Shareholder

Against

For

 

 

 

 

 

MERCURY GENERAL CORPORATION
Meeting Date:  MAY 08, 2013
Record Date:  MAR 14, 2013
Meeting Type:  ANNUAL

Ticker:  MCY
Security ID:  589400100

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director George Joseph

Management

For

For

1.2

Elect Director Martha E. Marcon

Management

For

Withhold

1.3

Elect Director Donald R. Spuehler

Management

For

For

1.4

Elect Director Richard E. Grayson

Management

For

For

1.5

Elect Director Donald P. Newell

Management

For

For

1.6

Elect Director Bruce A. Bunner

Management

For

For

1.7

Elect Director Christopher Graves

Management

For

For

1.8

Elect Director Michael D. Curtius

Management

For

For

1.9

Elect Director Gabriel Tirador

Management

For

For

2

Approve Executive Incentive Bonus Plan

Management

For

For

 

 

NIKE, INC.
Meeting Date:  SEP 20, 2012
Record Date:  JUL 23, 2012
Meeting Type:  ANNUAL

Ticker:  NKE
Security ID:  654106103

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Alan B. Graf, Jr.

Management

For

For

1.2

Elect Director John C. Lechleiter

Management

For

For

1.3

Elect Director Phyllis M. Wise

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

Against

3

Increase Authorized Common Stock

Management

For

For

4

Amend Executive Incentive Bonus Plan

Management

For

For

5

Ratify Auditors

Management

For

For

6

Report on Political Contributions

Shareholder

Against

Against

 

 

NUCOR CORPORATION
Meeting Date:  MAY 09, 2013
Record Date:  MAR 11, 2013
Meeting Type:  ANNUAL

Ticker:  NUE
Security ID:  670346105

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Peter C. Browning

Management

For

Withhold

1.2

Elect Director Clayton C. Daley, Jr.

Management

For

For

1.3

Elect Director Daniel R. DiMicco

Management

For

For

1.4

Elect Director John J. Ferriola

Management

For

For

1.5

Elect Director Harvey B. Gantt

Management

For

For

1.6

Elect Director Victoria F. Haynes

Management

For

For

1.7

Elect Director Bernard L. Kasriel

Management

For

For

1.8

Elect Director Christopher J. Kearney

Management

For

For

1.9

Elect Director Raymond J. Milchovich

Management

For

For

1.10

Elect Director John H. Walker

Management

For

For

2

Ratify Auditors

Management

For

For

3

Approve Executive Incentive Bonus Plan

Management

For

For

4

Reduce Supermajority Vote Requirement for Amendments to the Certificate of Incorporation

Management

For

For

5

Reduce Supermajority Vote Requirement for Amendments to the Bylaws

Management

For

For

6

Require a Majority Vote for the Election of Directors

Shareholder

Against

For

7

Report on Lobbying Payments and Policy

Shareholder

Against

For

 

 

 

 

 

OCCIDENTAL PETROLEUM CORPORATION
Meeting Date:  MAY 03, 2013
Record Date:  MAR 13, 2013
Meeting Type:  ANNUAL

Ticker:  OXY
Security ID:  674599105

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Spencer Abraham

Management

For

For

1.2

Elect Director Howard I. Atkins

Management

For

For

1.3

Elect Director Stephen I. Chazen

Management

For

For

1.4

Elect Director Edward P. Djerejian

Management

For

For

1.5

Elect Director John E. Feick

Management

For

For

1.6

Elect Director Margaret M. Foran

Management

For

For

1.7

Elect Director Carlos M. Gutierrez

Management

For

For

1.8

Elect Director Ray R. Irani

Management

For

Against

1.9

Elect Director Avedick B. Poladian

Management

For

For

1.10

Elect Director Aziz D. Syriani

Management

For

Against

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

Against

3

Ratify Auditors

Management

For

For

4

Provide Right to Act by Written Consent

Shareholder

Against

For

 

 

 

 

 

OLD REPUBLIC INTERNATIONAL CORPORATION
Meeting Date:  MAY 24, 2013
Record Date:  MAR 28, 2013
Meeting Type:  ANNUAL

Ticker:  ORI
Security ID:  680223104

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Jimmy A. Dew

Management

For

For

1.2

Elect Director John M. Dixon

Management

For

For

1.3

Elect Director Dennis P. Van Mieghem

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

 

 

PENTAIR LTD.
Meeting Date:  APR 29, 2013
Record Date:  APR 09, 2013
Meeting Type:  ANNUAL

Ticker:  PNR
Security ID:  H6169Q108

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director T. Michael Glenn

Management

For

For

1b

Elect Director David H. Y. Ho

Management

For

For

1c

Elect Director Ronald L. Merriman

Management

For

For

2

Accept Financial Statements and Statutory Reports

Management

For

For

3

Approve Discharge of Board and Senior Management

Management

For

For

4a

Ratify Deloitte AG as Statutory Auditors

Management

For

For

4b

Ratify Deloitte & Touche LLP as Auditors

Management

For

For

4c

Ratify PricewaterhouseCoopers as special auditors

Management

For

For

5a

Appropriation of Results for the Year Ended December 31, 2012

Management

For

For

5b

Approve Conversion of Capital Contributions to Distribute an Ordinary Cash Dividend

Management

For

For

6

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

7

Approve Omnibus Stock Plan

Management

For

For

 

 

PENTAIR, INC.
Meeting Date:  SEP 14, 2012
Record Date:  JUL 27, 2012
Meeting Type:  SPECIAL

Ticker:  PNR
Security ID:  709631105

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Approve Merger Agreement

Management

For

For

2

Advisory Vote on Golden Parachutes

Management

For

For

3

Adjourn Meeting

Management

For

For

 

 

 

 

 

PEPSICO, INC.
Meeting Date:  MAY 01, 2013
Record Date:  MAR 07, 2013
Meeting Type:  ANNUAL

Ticker:  PEP
Security ID:  713448108

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Shona L. Brown

Management

For

For

1.2

Elect Director George W. Buckley

Management

For

For

1.3

Elect Director Ian M. Cook

Management

For

For

1.4

Elect Director Dina Dublon

Management

For

For

1.5

Elect Director Victor J. Dzau

Management

For

For

1.6

Elect Director Ray L. Hunt

Management

For

For

1.7

Elect Director Alberto Ibarguen

Management

For

For

1.8

Elect Director Indra K. Nooyi

Management

For

For

1.9

Elect Director Sharon Percy Rockefeller

Management

For

For

1.10

Elect Director James J. Schiro

Management

For

For

1.11

Elect Director Lloyd G. Trotter

Management

For

For

1.12

Elect Director Daniel Vasella

Management

For

For

1.13

Elect Director Alberto Weisser

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

 

 

PFIZER INC.
Meeting Date:  APR 25, 2013
Record Date:  FEB 27, 2013
Meeting Type:  ANNUAL

Ticker:  PFE
Security ID:  717081103

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Dennis A. Ausiello

Management

For

For

1.2

Elect Director M. Anthony Burns

Management

For

For

1.3

Elect Director W. Don Cornwell

Management

For

For

1.4

Elect Director Frances D. Fergusson

Management

For

For

1.5

Elect Director William H. Gray, III

Management

For

For

1.6

Elect Director Helen H. Hobbs

Management

For

For

1.7

Elect Director Constance J. Horner

Management

For

For

1.8

Elect Director James M. Kilts

Management

For

For

1.9

Elect Director George A. Lorch

Management

For

For

1.10

Elect Director Suzanne Nora Johnson

Management

For

For

1.11

Elect Director Ian C. Read

Management

For

For

1.12

Elect Director Stephen W. Sanger

Management

For

For

1.13

Elect Director Marc Tessier-Lavigne

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Stock Retention/Holding Period

Shareholder

Against

Against

5

Provide Right to Act by Written Consent

Shareholder

Against

For

 

 

 

 

 

PRAXAIR, INC.
Meeting Date:  APR 23, 2013
Record Date:  MAR 01, 2013
Meeting Type:  ANNUAL

Ticker:  PX
Security ID:  74005P104

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Stephen F. Angel

Management

For

For

1.2

Elect Director Oscar Bernardes

Management

For

For

1.3

Elect Director Bret K. Clayton

Management

For

For

1.4

Elect Director Nance K. Dicciani

Management

For

For

1.5

Elect Director Edward G. Galante

Management

For

For

1.6

Elect Director Claire W. Gargalli

Management

For

For

1.7

Elect Director Ira D. Hall

Management

For

For

1.8

Elect Director Raymond W. LeBoeuf

Management

For

For

1.9

Elect Director Larry D. McVay

Management

For

For

1.10

Elect Director Wayne T. Smith

Management

For

For

1.11

Elect Director Robert L. Wood

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Require Consistency with Corporate Values and Report on Political Contributions

Shareholder

Against

Against

4

Ratify Auditors

Management

For

For

 

 

RLI CORP.
Meeting Date:  MAY 02, 2013
Record Date:  MAR 04, 2013
Meeting Type:  ANNUAL

Ticker:  RLI
Security ID:  749607107

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Kaj Ahlmann

Management

For

For

1.2

Elect Director Barbara R. Allen

Management

For

For

1.3

Elect Director John T. Baily

Management

For

For

1.4

Elect Director Jordan W. Graham

Management

For

For

1.5

Elect Director Gerald I. Lenrow

Management

For

For

1.6

Elect Director Charles M. Linke

Management

For

For

1.7

Elect Director F. Lynn McPheeters

Management

For

For

1.8

Elect Director Jonathan E. Michael

Management

For

For

1.9

Elect Director Michael J. Stone

Management

For

For

1.10

Elect Director Robert O. Viets

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

 

 

 

 

 

ROPER INDUSTRIES, INC.
Meeting Date:  MAY 24, 2013
Record Date:  APR 12, 2013
Meeting Type:  ANNUAL

Ticker:  ROP
Security ID:  776696106

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director David W. Devonshire

Management

For

For

1.2

Elect Director John F. Fort, III

Management

For

For

1.3

Elect Director Brian D. Jellison

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

Against

3

Declassify the Board of Directors

Management

For

For

4

Ratify Auditors

Management

For

For

 

 

ROSS STORES, INC.
Meeting Date:  MAY 22, 2013
Record Date:  MAR 26, 2013
Meeting Type:  ANNUAL

Ticker:  ROST
Security ID:  778296103

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Michael Balmuth

Management

For

For

1b

Elect Director K. Gunnar Bjorklund

Management

For

For

1c

Elect Director Sharon D. Garrett

Management

For

For

1d

Elect Director Michael J. Bush

Management

For

For

1e

Elect Director Norman A. Ferber

Management

For

Against

1f

Elect Director Gregory L. Quesnel

Management

For

For

2

Amend Omnibus Stock Plan

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Ratify Auditors

Management

For

For

 

 

 

 

 

STATE STREET CORPORATION
Meeting Date:  MAY 15, 2013
Record Date:  MAR 15, 2013
Meeting Type:  ANNUAL

Ticker:  STT
Security ID:  857477103

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Kennett F. Burnes

Management

For

For

1b

Elect Director Peter Coym

Management

For

For

1c

Elect Director Patrick de Saint-Aignan

Management

For

For

1d

Elect Director Amelia C. Fawcett

Management

For

For

1e

Elect Director Linda A. Hill

Management

For

For

1f

Elect Director Joseph L. Hooley

Management

For

For

1g

Elect Director Robert S. Kaplan

Management

For

For

1h

Elect Director Richard P. Sergel

Management

For

For

1i

Elect Director Ronald L. Skates

Management

For

For

1j

Elect Director Gregory L. Summe

Management

For

For

1k

Elect Director Thomas J. Wilson

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Auditors

Management

For

For

 

 

STRYKER CORPORATION
Meeting Date:  APR 30, 2013
Record Date:  MAR 04, 2013
Meeting Type:  ANNUAL

Ticker:  SYK
Security ID:  863667101

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Howard E. Cox, Jr.

Management

For

For

1b

Elect Director Srikant M. Datar

Management

For

For

1c

Elect Director Roch Doliveux

Management

For

For

1d

Elect Director Louise L. Francesconi

Management

For

For

1e

Elect Director Allan C. Golston

Management

For

For

1f

Elect Director Howard L. Lance

Management

For

For

1g

Elect Director Kevin A. Lobo

Management

For

For

1h

Elect Director William U. Parfet

Management

For

Against

1i

Elect Director Ronda E. Stryker

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

 

 

 

 

 

SUPERIOR UNIFORM GROUP, INC.
Meeting Date:  MAY 02, 2013
Record Date:  FEB 27, 2013
Meeting Type:  ANNUAL

Ticker:  SGC
Security ID:  868358102

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Sidney Kirschner

Management

For

For

1.2

Elect Director Michael Benstock

Management

For

For

1.3

Elect Director Alan D. Schwartz

Management

For

Against

1.4

Elect Director Robin Hensley

Management

For

For

1.5

Elect Director Paul Mellini

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Advisory Vote on Say on Pay Frequency

Management

Three Years

One Year

5

Approve Omnibus Stock Plan

Management

For

Against

 

 

TELEFLEX INCORPORATED
Meeting Date:  MAY 03, 2013
Record Date:  MAR 04, 2013
Meeting Type:  ANNUAL

Ticker:  TFX
Security ID:  879369106

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Patricia C. Barron

Management

For

For

1b

Elect Director W. Kim Foster

Management

For

For

1c

Elect Director Jeffrey A. Graves

Management

For

For

1d

Elect Director James W. Zug

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Auditors

Management

For

For

 

 

THE CHUBB CORPORATION
Meeting Date:  APR 30, 2013
Record Date:  MAR 04, 2013
Meeting Type:  ANNUAL

Ticker:  CB
Security ID:  171232101

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Election Of Director Zoe Baird Budinger

Management

For

For

1b

Election Of Director Sheila P. Burke

Management

For

For

1c

Election Of Director James I. Cash, Jr.

Management

For

For

1d

Election Of Director John D. Finnegan

Management

For

For

1e

Election Of Director Lawrence W. Kellner

Management

For

For

1f

Election Of Director Martin G. Mcguinn

Management

For

For

1g

Election Of Director Lawrence M. Small

Management

For

For

1h

Election Of Director Jess Soderberg

Management

For

For

1i

Election Of Director Daniel E. Somers

Management

For

For

1j

Election Of Director William C. Weldon

Management

For

For

1k

Election Of Director James M. Zimmerman

Management

For

For

1l

Election Of Director Alfred W. Zollar

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Require Consistency with Corporate Values and Report on Political Contributions

Shareholder

Against

Against

5

Report on Sustainability

Shareholder

Against

Against

 

 

 

 

 

THE PROCTER & GAMBLE COMPANY
Meeting Date:  OCT 09, 2012
Record Date:  AUG 10, 2012
Meeting Type:  ANNUAL

Ticker:  PG
Security ID:  742718109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Angela F. Braly

Management

For

For

1.2

Elect Director Kenneth I. Chenault

Management

For

For

1.3

Elect Director Scott D. Cook

Management

For

For

1.4

Elect Director Susan Desmond-Hellmann

Management

For

For

1.5

Elect Director Robert A. McDonald

Management

For

For

1.6

Elect Director W. James McNerney, Jr.

Management

For

For

1.7

Elect Director Johnathan A. Rodgers

Management

For

For

1.8

Elect Director Margaret C. Whitman

Management

For

For

1.9

Elect Director Mary Agnes Wilderotter

Management

For

For

1.10

Elect Director Patricia A. Woertz

Management

For

For

1.11

Elect Director Ernesto Zedillo

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Adopt Proxy Statement Reporting on Political Contributions and Advisory Vote

Shareholder

Against

Against

5

Report on Adopting Extended Producer Responsibility Policy

Shareholder

Against

Against

6

Reduce Supermajority Vote Requirement

Shareholder

Against

For

 

 

 

 

 

UNITED TECHNOLOGIES CORPORATION
Meeting Date:  APR 29, 2013
Record Date:  MAR 01, 2013
Meeting Type:  ANNUAL

Ticker:  UTX
Security ID:  913017109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Louis R. Chenevert

Management

For

For

1b

Elect Director John V. Faraci

Management

For

For

1c

Elect Director Jean-Pierre Garnier

Management

For

For

1d

Elect Director Jamie S. Gorelick

Management

For

For

1e

Elect Director Edward A. Kangas

Management

For

For

1f

Elect Director Ellen J. Kullman

Management

For

For

1g

Elect Director Marshall O. Larsen

Management

For

For

1h

Elect Director Harold McGraw, III

Management

For

For

1i

Elect Director Richard B. Myers

Management

For

For

1j

Elect Director H. Patrick Swygert

Management

For

For

1k

Elect Director Andre Villeneuve

Management

For

For

1l

Elect Director Christine Todd Whitman

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

 

 

W.W. GRAINGER, INC.
Meeting Date:  APR 24, 2013
Record Date:  MAR 04, 2013
Meeting Type:  ANNUAL

Ticker:  GWW
Security ID:  384802104

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Brian P. Anderson

Management

For

For

1.2

Elect Director V. Ann Hailey

Management

For

For

1.3

Elect Director William K. Hall

Management

For

For

1.4

Elect Director Stuart L. Levenick

Management

For

For

1.5

Elect Director John W. McCarter, Jr.

Management

For

For

1.6

Elect Director Neil S. Novich

Management

For

For

1.7

Elect Director Michael J. Roberts

Management

For

For

1.8

Elect Director Gary L. Rogers

Management

For

For

1.9

Elect Director James T. Ryan

Management

For

For

1.10

Elect Director E. Scott Santi

Management

For

For

1.11

Elect Director James D. Slavik

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

 

 

 

 

 

WAL-MART STORES, INC.
Meeting Date:  JUN 07, 2013
Record Date:  APR 11, 2013
Meeting Type:  ANNUAL

Ticker:  WMT
Security ID:  931142103

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Aida M. Alvarez

Management

For

Against

1b

Elect Director James I. Cash, Jr.

Management

For

Against

1c

Elect Director Roger C. Corbett

Management

For

For

1d

Elect Director Douglas N. Daft

Management

For

For

1e

Elect Director Michael T. Duke

Management

For

Against

1f

Elect Director Timothy P. Flynn

Management

For

For

1g

Elect Director Marissa A. Mayer

Management

For

For

1h

Elect Director Gregory B. Penner

Management

For

For

1i

Elect Director Steven S. Reinemund

Management

For

For

1j

Elect Director H. Lee Scott, Jr.

Management

For

Against

1k

Elect Director Jim C. Walton

Management

For

For

1l

Elect Director S. Robson Walton

Management

For

For

1m

Elect Director Christopher J. Williams

Management

For

Against

1n

Elect Director Linda S. Wolf

Management

For

For

2

Ratify Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Amend Executive Incentive Bonus Plan

Management

For

For

5

Amend Bylaws -- Call Special Meetings

Shareholder

Against

For

6

Stock Retention/Holding Period

Shareholder

Against

Against

7

Require Independent Board Chairman

Shareholder

Against

For

8

Disclosure of Recoupment Activity from Senior Officers

Shareholder

Against

For

 

 

WALGREEN CO.
Meeting Date:  JAN 09, 2013
Record Date:  NOV 12, 2012
Meeting Type:  ANNUAL

Ticker:  WAG
Security ID:  931422109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Janice M. Babiak

Management

For

For

1b

Elect Director David J. Brailer

Management

For

For

1c

Elect Director Steven A. Davis

Management

For

For

1d

Elect Director William C. Foote

Management

For

For

1e

Elect Director Mark P. Frissora

Management

For

For

1f

Elect Director Ginger L. Graham

Management

For

For

1g

Elect Director Alan G. McNally

Management

For

For

1h

Elect Director Dominic P. Murphy

Management

For

For

1i

Elect Director Stefano Pessina

Management

For

For

1j

Elect Director Nancy M. Schlichting

Management

For

For

1k

Elect Director Alejandro Silva

Management

For

For

1l

Elect Director James A. Skinner

Management

For

For

1m

Elect Director Gregory D. Wasson

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Approve Omnibus Stock Plan

Management

For

Against

4

Ratify Auditors

Management

For

For

5

Pro-rata Vesting of Equity Awards

Shareholder

Against

For

 

 

 

 

 

WEST PHARMACEUTICAL SERVICES, INC.
Meeting Date:  MAY 07, 2013
Record Date:  MAR 11, 2013
Meeting Type:  ANNUAL

Ticker:  WST
Security ID:  955306105

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Mark A. Buthman

Management

For

For

1.2

Elect Director William F. Feehery

Management

For

For

1.3

Elect Director Thomas W. Hofmann

Management

For

For

1.4

Elect Director L. Robert Johnson

Management

For

For

1.5

Elect Director Paula A. Johnson

Management

For

For

1.6

Elect Director Douglas A. Michels

Management

For

For

1.7

Elect Director Donald E. Morel, Jr.

Management

For

For

1.8

Elect Director John H. Weiland

Management

For

For

1.9

Elect Director Anthony Welters

Management

For

For

1.10

Elect Director Patrick J. Zenner

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Auditors

Management

For

For

 

 

 

 

 

 

 

 

 

 

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.

 

(Registrant)  Franklin Managed Trust                                                                                              

 

 

 

 

 

By (Signature and Title)*  /s/ LAURA F. FERGERSON_______________

  Laura F. Fergerson,

  Chief Executive Officer – Finance and Administration

 

Date  August 23, 2013           

 

* Print the name and title of each signing officer under his or her signature.

 

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