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: 811-21511
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LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
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(Exact name of registrant as specified in charter)
c/o Lazard Asset Management LLC
30 Rockefeller Plaza
New York, New York 10112
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(Address of principal executive offices) (Zip code)
Nathan A. Paul, Esq.
30 Rockefeller Plaza
New York, New York 10112
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(Name and address of agent for service)
Registrant's telephone number, including area code: (212) 632-6000
Date of fiscal year end: 12/31/06
Date of reporting period: July 1, 2005-June 30, 2006
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******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-21511
Reporting Period: 07/01/2005 - 06/30/2006
Lazard Global Total Return & Income Fund, Inc.
=================== LAZARD GLOBAL TOTAL RETURN & INCOME FUND ===================
BANK OF AMERICA CORP.
Ticker: BAC Security ID: 060505104
Meeting Date: APR 26, 2006 Meeting Type: Annual
Record Date: MAR 3, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William Barnet, III For For Management
1.2 Elect Director Frank P. Bramble, Sr. For For Management
1.3 Elect Director John T. Collins For For Management
1.4 Elect Director Gary L. Countryman For For Management
1.5 Elect Director Tommy R. Franks For For Management
1.6 Elect Director Paul Fulton For For Management
1.7 Elect Director Charles K. Gifford For For Management
1.8 Elect Director W. Steven Jones For For Management
1.9 Elect Director Kenneth D. Lewis For For Management
1.10 Elect Director Monica C. Lozano For For Management
1.11 Elect Director Walter E. Massey For For Management
1.12 Elect Director Thomas J. May For For Management
1.13 Elect Director Patricia E. Mitchell For For Management
1.14 Elect Director Thomas M. Ryan For For Management
1.15 Elect Director O. Temple Sloan, Jr. For For Management
1.16 Elect Director Meredith R. Spangler For For Management
1.17 Elect Director Robert L. Tillman For For Management
1.18 Elect Director Jackie M. Ward For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Publish Political Contributions Against Against Shareholder
5 Require a Majority Vote for the Election Against For Shareholder
of Directors
6 Provide for an Independent Chairman Against Against Shareholder
7 Exclude Reference to Sexual Orientation Against Against Shareholder
from the Company's EEO Statement
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BP PLC (FORM. BP AMOCO PLC )
Ticker: Security ID: 055622104
Meeting Date: APR 20, 2006 Meeting Type: Annual
Record Date: FEB 17, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE THE DIRECTORS ANNUAL REPORT For For Management
AND THE ACCOUNTS
2 TO APPROVE THE DIRECTORS REMUNERATION For For Management
REPORT
3.1 Elect Director Dr D C Allen For For Management
3.2 Elect Director Lord Browne For For Management
3.3 Elect Director Mr J H Bryan For For Management
3.4 Elect Director Mr A Burgmans For For Management
3.5 Elect Director Mr I C Conn For For Management
3.6 Elect Director Mr E B Davis, Jr For For Management
3.7 Elect Director Mr D J Flint For For Management
3.8 Elect Director Dr B E Grote For For Management
3.9 Elect Director Dr A B Hayward For For Management
3.10 Elect Director Dr D S Julius For For Management
3.11 Elect Director Sir Tom Mckillop For For Management
3.12 Elect Director Mr J A Manzoni For For Management
3.13 Elect Director Dr W E Massey For For Management
3.14 Elect Director Sir Ian Prosser For For Management
3.15 Elect Director Mr M H Wilson For For Management
3.16 Elect Director Mr P D Sutherland For For Management
4 Ratify Auditors For For Management
5 SPECIAL RESOLUTION: TO GIVE LIMITED For For Management
AUTHORITY FOR THE PURCHASE OF ITS OWN
SHARES BY THE COMPANY
6 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For For Management
SPECIFIED AMOUNT
7 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO For For Management
ALLOT A LIMITED NUMBER OF SHARES FOR CASH
WITHOUT MAKING AN OFFER TO SHAREHOLDERS
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CANON INC.
Ticker: 7751 Security ID: 138006309
Meeting Date: MAR 30, 2006 Meeting Type: Annual
Record Date: DEC 29, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE PROPOSAL OF PROFIT For For Management
APPROPRIATION FOR THE 105TH BUSINESS TERM
2 PARTIAL AMENDMENT OF THE ARTICLES OF For For Management
INCORPORATION. GIST OF THIS ITEM IS SET
FORTH IN THE ENCLOSED REFERENCE
MATERIALS FOR EXERCISE OF VOTING RIGHTS.
3 ELECTION OF TWENTY-SIX DIRECTORS For For Management
4 ELECTION OF TWO CORPORATE AUDITORS For Against Management
5 GRANT OF RETIRING ALLOWANCE TO DIRECTORS For Against Management
AND CORPORATE AUDITOR TO BE RETIRED
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CHEVRON CORPORATION
Ticker: CVX Security ID: 166764100
Meeting Date: APR 26, 2006 Meeting Type: Annual
Record Date: MAR 6, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Samuel H. Armacost For For Management
1.2 Elect Director Linnet F. Deily For For Management
1.3 Elect Director Robert E. Denham For For Management
1.4 Elect Director Robert J. Eaton For For Management
1.5 Elect Director Sam Ginn For For Management
1.6 Elect Director Franklyn G. Jenifer For For Management
1.7 Elect Director Sam Nunn For For Management
1.8 Elect Director David J. O'Reilly For For Management
1.9 Elect Director Donald B. Rice For For Management
1.10 Elect Director Peter J. Robertson For For Management
1.11 Elect Director Charles R. Shoemate For For Management
1.12 Elect Director Ronald D. Sugar For For Management
1.13 Elect Director Carl Ware For For Management
2 Ratify Auditors For For Management
3 Company-Specific-Reimbursement of Against For Shareholder
Stockholder Proposal
4 Report on Environmental Impact of Against Against Shareholder
Drilling in Sensitive Areas
5 Report on Political Contributions Against For Shareholder
6 Adopt an Animal Welfare Policy Against Against Shareholder
7 Adopt a Human Rights Policy Against For Shareholder
8 Report on Remediation Expenses in Ecuador Against Against Shareholder
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CISCO SYSTEMS, INC.
Ticker: CSCO Security ID: 17275R102
Meeting Date: NOV 15, 2005 Meeting Type: Annual
Record Date: SEP 16, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Carol A. Bartz For For Management
1.2 Elect Director M. Michele Burns For For Management
1.3 Elect Director Larry R. Carter For For Management
1.4 Elect Director John T. Chambers For For Management
1.5 Elect Director Dr. John L. Hennessy For For Management
1.6 Elect Director Richard M. Kovacevich For For Management
1.7 Elect Director Roderick C. McGeary For For Management
1.8 Elect Director James C. Morgan For For Management
1.9 Elect Director John P. Morgridge For For Management
1.10 Elect Director Steven M. West For For Management
1.11 Elect Director Jerry Yang For For Management
2 Approve Stock Option Plan For For Management
3 Ratify Auditors For For Management
4 Review/Limit Executive Compensation Against For Shareholder
5 Report on Pay Disparity Against Against Shareholder
6 Report on Human Rights Policy Against Against Shareholder
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CITIGROUP INC.
Ticker: C Security ID: 172967101
Meeting Date: APR 18, 2006 Meeting Type: Annual
Record Date: FEB 24, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director C. Michael Armstrong For For Management
1.2 Elect Director Alain J.P. Belda For For Management
1.3 Elect Director George David For For Management
1.4 Elect Director Kenneth T. Derr For For Management
1.5 Elect Director John M. Deutch For For Management
1.6 Elect Director Roberto Hernandez Ramirez For For Management
1.7 Elect Director Ann Dibble Jordan For For Management
1.8 Elect Director Klaus Kleinfeld For For Management
1.9 Elect Director Andrew N. Liveris For For Management
1.10 Elect Director Dudley C. Mecum For For Management
1.11 Elect Director Anne M. Mulcahy For For Management
1.12 Elect Director Richard D. Parsons For For Management
1.13 Elect Director Charles Prince For For Management
1.14 Elect Director Dr. Judith Rodin For For Management
1.15 Elect Director Robert E. Rubin For For Management
1.16 Elect Director Franklin A. Thomas For For Management
2 Ratify Auditors For For Management
3 Reduce Supermajority Vote Requirement For For Management
4 Reduce Supermajority Vote Requirement For For Management
5 Reduce Supermajority Vote Requirement For For Management
6 End Issuance of Options and Prohibit Against Against Shareholder
Repricing
7 Report on Political Contributions Against For Shareholder
8 Report on Charitable Contributions Against Against Shareholder
9 Performance-Based Equity Awards Against For Shareholder
10 Reimbursement of Expenses Incurred by Against For Shareholder
Shareholder(s)
11 Separate Chairman and CEO Positions Against For Shareholder
12 Clawback of Payments Under Restatement Against Against Shareholder
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COCA-COLA COMPANY, THE
Ticker: KO Security ID: 191216100
Meeting Date: APR 19, 2006 Meeting Type: Annual
Record Date: FEB 21, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Herbert A. Allen For For Management
1.2 Elect Director Ronald W. Allen For For Management
1.3 Elect Director Cathleen P. Black For For Management
1.4 Elect Director Barry Diller For For Management
1.5 Elect Director E. Neville Isdell For For Management
1.6 Elect Director Donald R. Keough For For Management
1.7 Elect Director Donald F. McHenry For For Management
1.8 Elect Director Sam Nunn For For Management
1.9 Elect Director James D. Robinson, III For For Management
1.10 Elect Director Peter V. Ueberroth For For Management
1.11 Elect Director James B. Williams For For Management
2 Ratify Auditors For For Management
3 Amend Restricted Stock Plan For For Management
4 Report on Charitable Contributions Against Against Shareholder
5 Review/ Report on Recycling Policy Against Against Shareholder
6 Performance-Based and/or Time-Based Against For Shareholder
Equity Awards
7 Report on Environmental Liabilities in Against Against Shareholder
India
8 Sponsor Independent Inquiry into Against Against Shareholder
Operations in Columbia
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CREDIT SUISSE GROUP (FORMERLY CS HOLDING)
Ticker: Security ID: 225401108
Meeting Date: APR 28, 2006 Meeting Type: Annual
Record Date: MAR 27, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE ANNUAL REPORT, THE PARENT For Did Not Management
COMPANY S 2005 FINANCIAL STATEMENTS AND Vote
THE GROUP S 2005 CONSOLIDATED FINANCIAL
STATEMENTS
2 DISCHARGE OF THE ACTS OF THE MEMBERS OF For Did Not Management
THE BOARD OF DIRECTORS AND THE EXECUTIVE Vote
BOARD
3 CAPITAL REDUCTION For Did Not Management
Vote
4 RESOLUTION ON THE APPROPRIATION OF For Did Not Management
RETAINED EARNINGS Vote
5 RE-ELECTION TO THE BOARD OF DIRECTORS: For Did Not Management
WALTER B. KIELHOLZ Vote
6 RE-ELECTION TO THE BOARD OF DIRECTORS: For Did Not Management
HANS-ULRICH DOERIG Vote
7 NEW-ELECTION TO THE BOARD OF DIRECTORS: For Did Not Management
RICHARD E. THORNBURGH Vote
8 ELECTION OF THE PARENT COMPANY S For Did Not Management
INDEPENDENT AUDITORS AND THE GROUP S Vote
INDEPENDENT AUDITORS
9 ELECTION OF SPECIAL AUDITORS For Did Not Management
Vote
10 ADJUSTMENT OF CONDITIONAL CAPITAL For Did Not Management
Vote
11 I HEREBY AUTHORIZE THE INDEPENDENT PROXY For Did Not Management
TO VOTE IN FAVOR OF THE PROPOSAL OF THE Vote
BOARD OF DIRECTORS
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DIAGEO PLC (FORMERLY GUINNESS PLC)
Ticker: Security ID: 25243Q205
Meeting Date: OCT 18, 2005 Meeting Type: Annual
Record Date: SEP 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 REPORTS AND ACCOUNTS 2005 For For Management
2 DIRECTORS REMUNERATION REPORT 2005 For For Management
3 DECLARATION OF FINAL DIVIDEND For For Management
4 RE-ELECTION OF LORD BLYTH OF ROWINGTON For For Management
(MEMBER OF NOMINATION COMMITTEE)
5 RE-ELECTION OF MS M LILJA (MEMBER OF For For Management
AUDIT, NOMINATION AND REMUNERATION
COMMITTEE)
6 RE-ELECTION OF MR WS SHANAHAN (MEMBER OF For For Management
AUDIT, NOMINATION AND REMUNERATION
COMMITTEE)
7 ELECTION OF DR FB HUMER (MEMBER OF AUDIT, For For Management
NOMINATION AND REMUNERATION COMMITTEE)
8 Ratify Auditors For For Management
9 AUTHORITY TO ALLOT RELEVANT SECURITIES For For Management
10 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Management
11 AUTHORITY TO PURCHASE OWN ORDINARY SHARES For For Management
12 AUTHORITY TO MAKE EU POLITICAL For For Management
DONATIONS/EXPENDITURE
13 ADOPTION OF NEW ARTICLES OF ASSOCIATION For For Management
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EXXON MOBIL CORP.
Ticker: XOM Security ID: 30231G102
Meeting Date: MAY 31, 2006 Meeting Type: Annual
Record Date: APR 6, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael J. Boskin For For Management
1.2 Elect Director William W. George For For Management
1.3 Elect Director James R. Houghton For Withhold Management
1.4 Elect Director William R. Howell For Withhold Management
1.5 Elect Director Reatha Clark King For Withhold Management
1.6 Elect Director Philip E. Lippincott For For Management
1.7 Elect Director Henry A. McKinnell, Jr. For For Management
1.8 Elect Director Marilyn Carlson Nelson For For Management
1.9 Elect Director Samuel J. Palmisano For For Management
1.10 Elect Director Walter V. Shipley For Withhold Management
1.11 Elect Director J. Stephen Simon For For Management
1.12 Elect Director Rex W. Tillerson For For Management
2 Ratify Auditors For For Management
3 Provide for Cumulative Voting Against For Shareholder
4 Require a Majority Vote for the Election Against For Shareholder
of Directors
5 Company-Specific-Nominate Independent Against Against Shareholder
Director with Industry Experience
6 Require Director Nominee Qualifications Against Against Shareholder
7 Non-Employee Director Compensation Against Against Shareholder
8 Separate Chairman and CEO Positions Against Against Shareholder
9 Review Executive Compensation Against Against Shareholder
10 Link Executive Compensation to Social Against Against Shareholder
Issues
11 Report on Political Contributions Against Against Shareholder
12 Report on Charitable Contributions Against Against Shareholder
13 Amend Equal Employment Opportunity Policy Against For Shareholder
to Prohibit Discrimination Based on
Sexual Orientation
14 Report on Damage Resulting from Drilling Against Against Shareholder
for Oil and gas in Protected Areas
15 Report Accountability for Company's Against Against Shareholder
Environmental Impacts due to Operation
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FIRST DATA CORP.
Ticker: FDC Security ID: 319963104
Meeting Date: MAY 10, 2006 Meeting Type: Annual
Record Date: MAR 13, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Daniel P. Burnham For For Management
1.2 Elect Director Jack M. Greenberg For For Management
1.3 Elect Director Courtney F. Jones For For Management
1.4 Elect Director Charles T. Russell For For Management
2 Elect Director David A. Coulter For For Management
3 Elect Director Henry C. Duques For For Management
4 Elect Director Peter B. Ellwood For For Management
5 Ratify Auditors For For Management
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GENERAL ELECTRIC CO.
Ticker: GE Security ID: 369604103
Meeting Date: APR 26, 2006 Meeting Type: Annual
Record Date: FEB 27, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James I. Cash, Jr. For For Management
1.2 Elect Director Sir William M. Castell For For Management
1.3 Elect Director Ann M. Fudge For For Management
1.4 Elect Director Claudio X. Gonzalez For Withhold Management
1.5 Elect Director Jeffrey R. Immelt For For Management
1.6 Elect Director Andrea Jung For For Management
1.7 Elect Director Alan G. Lafley For For Management
1.8 Elect Director Robert W. Lane For For Management
1.9 Elect Director Ralph S. Larsen For For Management
1.10 Elect Director Rochelle B. Lazarus For For Management
1.11 Elect Director Sam Nunn For For Management
1.12 Elect Director Roger S. Penske For For Management
1.13 Elect Director Robert J. Swieringa For For Management
1.14 Elect Director Douglas A. Warner, III For For Management
1.15 Elect Director Robert C. Wright For For Management
2 Ratify Auditors For For Management
3 Restore or Provide for Cumulative Voting Against Against Shareholder
4 Adopt Policy on Overboarded Directors Against For Shareholder
5 Company-Specific -- One Director from the Against Against Shareholder
Ranks of the Retirees
6 Separate Chairman and CEO Positions Against Against Shareholder
7 Require a Majority Vote for the Election Against For Shareholder
of Directors
8 Report on Environmental Policies Against Against Shareholder
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GLAXOSMITHKLINE PLC (FORMERLY GLAXO WELLCOME PLC )
Ticker: Security ID: 37733W105
Meeting Date: MAY 17, 2006 Meeting Type: Annual
Record Date: MAR 10, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE AND ADOPT THE DIRECTORS For For Management
REPORT AND THE FINANCIAL STATEMENTS
2 TO APPROVE THE REMUNERATION REPORT For For Management
3 TO ELECT DR MONCEF SLAOUI AS A DIRECTOR For For Management
4 TO ELECT MR TOM DE SWAAN AS A DIRECTOR For For Management
5 TO RE-ELECT MR LARRY CULP AS A DIRECTOR For For Management
6 TO RE-ELECT SIR CRISPIN DAVIS AS A For For Management
DIRECTOR
7 TO RE-ELECT DR RONALDO SCHMITZ AS A For For Management
DIRECTOR
8 Ratify Auditors For For Management
9 REMUNERATION OF AUDITORS For For Management
10 TO AUTHORISE THE COMPANY TO MAKE For For Management
DONATIONS TO EU POLITICAL ORGANISATIONS
AND INCUR EU POLITICAL EXPENDITURE
11 AUTHORITY TO ALLOT SHARES For For Management
12 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Management
(INDICATES A SPECIAL RESOLUTION)
13 AUTHORITY FOR THE COMPANY TO PURCHASE ITS For For Management
OWN SHARES (INDICATES A SPECIAL
RESOLUTION)
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GOLDEN WEST FINANCIAL CORP.
Ticker: GDW Security ID: 381317106
Meeting Date: MAY 3, 2006 Meeting Type: Annual
Record Date: MAR 2, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Maryellen C. Herringer For For Management
1.2 Elect Director Kenneth T. Rosen For For Management
1.3 Elect Director Herbert M. Sandler For For Management
2 Ratify Auditors For For Management
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HOME DEPOT, INC. (THE)
Ticker: HD Security ID: 437076102
Meeting Date: MAY 25, 2006 Meeting Type: Annual
Record Date: MAR 28, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gregory D. Brenneman For For Management
1.2 Elect Director John L. Clendenin For For Management
1.3 Elect Director Claudio X. Gonzalez For For Management
1.4 Elect Director Milledge A. Hart, III For For Management
1.5 Elect Director Bonnie G. Hill For For Management
1.6 Elect Director Laban P. Jackson, Jr. For For Management
1.7 Elect Director Lawrence R. Johnston For For Management
1.8 Elect Director Kenneth G. Langone For For Management
1.9 Elect Director Angelo R. Mozilo For For Management
1.10 Elect Director Robert L. Nardelli For For Management
1.11 Elect Director Thomas J. Ridge For For Management
2 Ratify Auditors For For Management
3 Increase Disclosure of Executive Against For Shareholder
Compensation
4 Report on EEOC-Related Activities Against For Shareholder
5 Separate Chairman and CEO Positions Against For Shareholder
6 Require a Majority Vote for the Election Against For Shareholder
of Directors
7 Submit Supplemental Executive Retirement Against For Shareholder
Plans to Shareholder vote
8 Report on Political Contributions Against For Shareholder
9 Increase Disclosure of Executive Against For Shareholder
Compensation
10 Affirm Political Non-partisanship Against Against Shareholder
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HONEYWELL INTERNATIONAL, INC.
Ticker: HON Security ID: 438516106
Meeting Date: APR 24, 2006 Meeting Type: Annual
Record Date: FEB 24, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gordon M. Bethune For For Management
1.2 Elect Director Jaime Chico Pardo For For Management
1.3 Elect Director David M. Cote For For Management
1.4 Elect Director D. Scott Davis For For Management
1.5 Elect Director Linnet F. Deily For For Management
1.6 Elect Director Clive R. Hollick For For Management
1.7 Elect Director James J. Howard For For Management
1.8 Elect Director Bruce Karatz For For Management
1.9 Elect Director Russell E. Palmer For For Management
1.10 Elect Director Ivan G. Seidenberg For For Management
1.11 Elect Director Bradley T. Sheares For For Management
1.12 Elect Director Eric K. Shinseki For For Management
1.13 Elect Director John R. Stafford For For Management
1.14 Elect Director Michael W. Wright For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Approve Non-Employee Director Omnibus For For Management
Stock Plan
5 Require a Majority Vote for the Election Against For Shareholder
of Directors
6 Compensation- Director Compensation Against Against Shareholder
7 Claw-back of Payments under Restatements Against For Shareholder
8 Report on Public Welfare Initiative Against Against Shareholder
9 Eliminate or Restrict Severance Against For Shareholder
Agreements (Change-in-Control)
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HSBC HOLDINGS PLC
Ticker: Security ID: 404280406
Meeting Date: MAY 26, 2006 Meeting Type: Annual
Record Date: MAR 24, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE THE REPORT AND ACCOUNTS FOR For For Management
2005
2 TO APPROVE THE DIRECTORS REMUNERATION For For Management
REPORT FOR 2005
3.1 Elect Directors The Baroness Dunn For For Management
3.2 Elect Directors M F Geoghegan For For Management
3.3 Elect Directors S K Green For For Management
3.4 Elect Directors Sir Mark Moody-Stuart For For Management
3.5 Elect Directors S M Robertson For For Management
3.6 Elect Directors H Sohmen For For Management
3.7 Elect Directors Sir Brian Williamson For For Management
4 Ratify Auditors For For Management
5 TO AUTHORISE THE DIRECTORS TO ALLOT For For Management
SHARES
6 TO DISAPPLY PRE-EMPTION RIGHTS (SPECIAL For For Management
RESOLUTION)
7 TO AUTHORISE THE COMPANY TO PURCHASE ITS For For Management
OWN ORDINARY SHARES
8 TO INCREASE THE FEES PAYABLE TO EACH For For Management
NON-EXECUTIVE DIRECTOR TO 65,000 POUNDS
PER ANNUM
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INTERNATIONAL BUSINESS MACHINES CORP.
Ticker: IBM Security ID: 459200101
Meeting Date: APR 25, 2006 Meeting Type: Annual
Record Date: FEB 24, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Cathleen Black For For Management
1.2 Elect Director Kenneth I. Chenault For For Management
1.3 Elect Director Juergen Dormann For For Management
1.4 Elect Director Michael L. Eskew For For Management
1.5 Elect Director Shirley Ann Jackson For For Management
1.6 Elect Director Minoru Makihara For For Management
1.7 Elect Director Lucio A. Noto For For Management
1.8 Elect Director James W. Owens For For Management
1.9 Elect Director Samuel J. Palmisano For For Management
1.10 Elect Director Joan E. Spero For For Management
1.11 Elect Director Sidney Taurel For For Management
1.12 Elect Director Charles M. Vest For For Management
1.13 Elect Director Lorenzo H. Zambrano For For Management
2 Ratify Auditors For For Management
3 Provide for Cumulative Voting Against For Shareholder
4 Evaluate Age Discrimination in Retirement Against Against Shareholder
Plans
5 Time-Based Equity Awards Against For Shareholder
6 Increase Disclosure of Executive Against Against Shareholder
Compensation
7 Report on Outsourcing Against Against Shareholder
8 Implement/ Increase Activity on the China Against For Shareholder
Principles
9 Report on Political Contributions Against Against Shareholder
10 Require a Majority Vote for the Election Against For Shareholder
of Directors
11 Adopt Simple Majority Vote Against For Shareholder
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JOHNSON & JOHNSON
Ticker: JNJ Security ID: 478160104
Meeting Date: APR 27, 2006 Meeting Type: Annual
Record Date: FEB 28, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mary S. Coleman For For Management
1.2 Elect Director James G. Cullen For For Management
1.3 Elect Director Robert J. Darretta For For Management
1.4 Elect Director Michael M. E. Johns For For Management
1.5 Elect Director Ann D. Jordan For For Management
1.6 Elect Director Arnold G. Langbo For For Management
1.7 Elect Director Susan L. Lindquist For For Management
1.8 Elect Director Leo F. Mullin For For Management
1.9 Elect Director Christine A. Poon For For Management
1.10 Elect Director Charles Prince For For Management
1.11 Elect Director Steven S. Reinemund For For Management
1.12 Elect Director David Satcher For For Management
1.13 Elect Director William C. Weldon For For Management
2 Amend Articles to Remove Antitakeover For For Management
Provision
3 Ratify Auditors For For Management
4 Disclose Charitable Contributions Against Against Shareholder
5 Require a Majority Vote for the Election Against For Shareholder
of Directors
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JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 16, 2006 Meeting Type: Annual
Record Date: MAR 17, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John H. Biggs For For Management
1.2 Elect Director Stephen B. Burke For For Management
1.3 Elect Director James S. Crown For For Management
1.4 Elect Director James Dimon For For Management
1.5 Elect Director Ellen V. Futter For For Management
1.6 Elect Director William H. Gray, III For For Management
1.7 Elect Director William B. Harrison, Jr. For For Management
1.8 Elect Director Laban P. Jackson, Jr. For For Management
1.9 Elect Director John W. Kessler For For Management
1.10 Elect Director Robert I. Lipp For For Management
1.11 Elect Director Richard A. Manoogian For For Management
1.12 Elect Director David C. Novak For For Management
1.13 Elect Director Lee R. Raymond For For Management
1.14 Elect Director William C. Weldon For For Management
2 Ratify Auditors For For Management
3 Put Repricing of Stock Options to Against Against Shareholder
Shareholder Vote
4 Performance-Based Equity Awards Against For Shareholder
5 Separate Chairman and CEO Positions Against Against Shareholder
6 Remove Reference to Sexual Orientation Against Against Shareholder
from EEO Statement
7 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
8 Report on Lobbying Activities Against For Shareholder
9 Report on Political Contributions Against For Shareholder
10 Approve Terms of Existing Poison Pill Against Against Shareholder
11 Provide for Cumulative Voting Against Against Shareholder
12 Claw-back of Payments under Restatements Against Against Shareholder
13 Require Director Nominee Qualifications Against Against Shareholder
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KAO CORP.
Ticker: 4452 Security ID: 485537302
Meeting Date: JUN 29, 2006 Meeting Type: Annual
Record Date: MAR 30, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 PROPOSAL FOR APPROPRIATION OF RETAINED For For Management
EARNINGS
2 PARTIAL AMENDMENTS TO THE ARTICLES OF For For Management
INCORPORATION
3.1 Elect Director Takuya Goto For For Management
3.2 Elect Director Motoki Ozaki For For Management
3.3 Elect Director Toshio Hoshino For For Management
3.4 Elect Director Takuo Goto For For Management
3.5 Elect Director Hiroshi Kanda For For Management
3.6 Elect Director Norihiko Takagi For For Management
3.7 Elect Director Shunichi Nakagawa For For Management
3.8 Elect Director Toshihide Saito For For Management
3.9 Elect Director Shinichi Mita For For Management
3.10 Elect Director Tatsuo Takahashi For For Management
3.11 Elect Director Masato Hirota For For Management
3.12 Elect Director Toshiharu Numata For For Management
3.13 Elect Director Toshio Takayama For For Management
3.14 Elect Director Atsushi Takahashi For For Management
3.15 Elect Director Osamu Shoda For For Management
4 ELECTION OF ONE (1) CORPORATE AUDITOR: For For Management
TADASHI OE
5 ELECTION OF ONE (1) ALTERNATE CORPORATE For For Management
AUDITOR: EIJI ASADA
6 DETERMINATION OF THE AMOUNT AND THE For For Management
CONTENTS OF REMUNERATION FOR MEMBERS OF
THE BOARD
7 DELEGATION TO THE MEETING OF THE BOARD OF For For Management
DIRECTORS OF THE COMPANY OF DETERMINATION
OF MATTERS FOR OFFERING OF STOCK
ACQUISITION RIGHTS TO BE ISSUED AS STOCK
OPTION
8 PAYMENT OF RETIREMENT ALLOWANCES TO For For Management
RETIRING MEMBERS OF THE BOARD
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MICROSOFT CORP.
Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 9, 2005 Meeting Type: Annual
Record Date: SEP 9, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William H. Gates, III For For Management
1.2 Elect Director Steven A. Ballmer For For Management
1.3 Elect Director James I. Cash Jr. For For Management
1.4 Elect Director Dina Dublon For For Management
1.5 Elect Director Raymond V. Gilmartin For For Management
1.6 Elect Director A. Mclaughlin Korologos For For Management
1.7 Elect Director David F. Marquardt For For Management
1.8 Elect Director Charles H. Noski For For Management
1.9 Elect Director Helmut Panke For For Management
1.10 Elect Director Jon A. Shirley For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
NESTLE SA
Ticker: Security ID: 641069406
Meeting Date: APR 6, 2006 Meeting Type: Annual
Record Date: FEB 21, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE 2005 ANNUAL REPORT, OF For For Management
THE ACCOUNTS OF NESTLE S.A. AND OF THE
CONSOLIDATED ACCOUNTS OF THE NESTLE
GROUP.
2 RELEASE OF THE MEMBERS OF THE BOARD OF For For Management
DIRECTORS AND OF THE MANAGEMENT.
3 APPROVAL OF THE APPROPRIATION OF PROFIT For For Management
RESULTING FROM THE BALANCE SHEET OF
NESTLE S.A., AS SET FORTH IN THE
INVITATION.
4 CAPITAL REDUCTION AND CONSEQUENT For For Management
AMENDMENT OF ARTICLE 5 OF THE ARTICLES OF
ASSOCIATION, AS SET FORTH IN THE
INVITATION.
5 RE-ELECTION OF MR. JEAN-PIERRE MEYERS TO For For Management
THE BOARD OF DIRECTORS. (FOR THE TERM
STATED IN THE ARTICLES OF ASSOCIATION)
6 RE-ELECTION OF MR. ANDRE KUDELSKI TO THE For For Management
BOARD OF DIRECTORS. (FOR THE TERM STATED
IN THE ARTICLES OF ASSOCIATION)
7 ELECTION OF MRS. NAINA LAL KIDWAI TO THE For For Management
BOARD OF DIRECTORS. (FOR THE TERM STATED
IN THE ARTICLES OF ASSOCIATION)
8 ELECTION OF MR. JEAN-RENE FOURTOU TO THE For For Management
BOARD OF DIRECTORS. (FOR THE TERM STATED
IN THE ARTICLES OF ASSOCIATION)
9 ELECTION OF MR. STEVEN GEORGE HOCH TO THE For For Management
BOARD OF DIRECTORS. (FOR THE TERM STATED
IN THE ARTICLES OF ASSOCIATION)
10 MANDATE BY SHAREHOLDERS TO BOARD OF For For Management
DIRECTORS TO REVISE ARTICLES OF
ASSOCIATION, AS SET FORTH IN THE
INVITATION ENCLOSED.
11 MARK THE FOR BOX AT RIGHT IF YOU WISH None Against Management
TO GIVE A PROXY TO THE INDEPENDENT
REPRESENTATIVE, MR. JEAN-LUDOVIC HARTMANN
(AS FURTHER DISCUSSED IN THE COMPANY S
INVITATION).
--------------------------------------------------------------------------------
NESTLE SA
Ticker: Security ID: 641069406
Meeting Date: AUG 26, 2005 Meeting Type: Annual
Record Date: JUL 26, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 SHARE CAPITAL - SHARES - RESTRICTIONS. None Did Not Management
ABOLISH THIS 3% VOTING LIMIT? FOR=NO Vote
CHANGE//AGAINST=NO
OPINION//WITHHOLD=ABOLISH THE ARTICLE
2 ORGANISATION OF THE COMPANY - SPECIAL None Did Not Management
QUORUM. ABOLISH THE NEED FOR SPECIAL Vote
QUORUMS? FOR=NO CHANGE//AGAINST=NO
OPINION//WITHHOLD=ABOLISH THE ARTICLE
3 ORGANISATION OF THE COMPANY - QUALIFIED None Did Not Management
MAJORITIES. ABOLISH NEED FOR QUALIFIED Vote
MAJORITIES OF PRESENT SHAREHOLDERS?
FOR=NO CHANGE//AGAINST=NO
OPINION//WITHHOLD=ABOLISH THE ARTICLE
4 BOARD OF DIRECTORS - TERM OF OFFICE. IN None Did Not Management
VIEW OF THE COMPLEXITY OF THE GROUP, MY Vote
PREFERENCE IS A TERM OF OFFICE DIRECTORS.
FOR=5 YEARS//AGAINST=4 YEARS//WITHHOLD=3
YEARS
5 AUDITOR - TERM OF OFFICE. IN VIEW OF THE None Did Not Management
COMPLEXITY OF THE GROUP, MY PREFERENCE IS Vote
A TERM OF OFFICE FOR AUDITORS. FOR=3
YEARS//AGAINST=2 YEARS//WITHHOLD=1 YEAR
--------------------------------------------------------------------------------
NOKIA CORP.
Ticker: Security ID: 654902204
Meeting Date: MAR 30, 2006 Meeting Type: Annual
Record Date: FEB 6, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE INCOME STATEMENTS AND THE For For Management
BALANCE SHEETS.
2 PROPOSAL TO THE ANNUAL GENERAL MEETING OF For For Management
A DIVIDEND OF EUR 0.37 PER SHARE.
3 APPROVAL OF THE DISCHARGE OF THE For For Management
CHAIRMAN, THE MEMBERS OF THE BOARD OF
DIRECTORS AND THE PRESIDENT FROM
LIABILITY.
4 APPROVAL OF THE REMUNERATION TO BE PAID For For Management
TO THE MEMBERS OF THE BOARD OF DIRECTORS.
5 PROPOSAL ON THE NUMBER OF MEMBERS OF THE For For Management
BOARD OF DIRECTORS AS PROPOSED BY THE
CORPORATE GOVERNANCE AND NOMINATION
COMMITTEE.
6.1 Elect Director Paul J. Collins For For Management
6.2 Elect Director Georg Ehrnrooth For For Management
6.3 Elect Director Daniel R. Hesse For For Management
6.4 Elect Director Bengt Holmstrom For For Management
6.5 Elect Director Per Karlsson For For Management
6.6 Elect Director Edouard Michelin For For Management
6.7 Elect Director Jorma Ollila For For Management
6.8 Elect Director Marjorie Scardino For For Management
6.9 Elect Director Keijo Suila For For Management
6.10 Elect Director Vesa Vainio For For Management
7 APPROVAL OF THE REMUNERATION TO BE PAID For For Management
TO THE AUDITOR.
8 APPROVAL OF THE RE-ELECTION OF For For Management
PRICEWATERHOUSECOOPERS OY AS THE AUDITORS
FOR FISCAL YEAR 2006.
9 PROPOSAL OF THE BOARD TO REDUCE THE SHARE For For Management
CAPITAL THROUGH CANCELLATION OF NOKIA
SHARES HELD BY COMPANY.
10 AUTHORIZATION TO THE BOARD TO INCREASE For For Management
THE SHARE CAPITAL OF THE COMPANY.
11 AUTHORIZATION TO THE BOARD TO REPURCHASE For For Management
NOKIA SHARES.
12 AUTHORIZATION TO THE BOARD TO DISPOSE For For Management
NOKIA SHARES HELD BY THE COMPANY.
13 MARK THE FOR BOX IF YOU WISH TO For Against Management
INSTRUCT NOKIA S LEGAL COUNSELS TO VOTE
IN THEIR DISCRETION ON YOUR BEHALF ONLY
UPON ITEM 13.
--------------------------------------------------------------------------------
NOMURA HOLDINGS INC.
Ticker: 8604 Security ID: 65535H208
Meeting Date: JUN 28, 2006 Meeting Type: Annual
Record Date: MAR 30, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 AMENDMENTS TO THE ARTICLES OF For For Management
INCORPORATION
2 ELECTION OF DIRECTOR: JUNICHI UJIIE For For Management
3 ELECTION OF DIRECTOR: NOBUYUKI KOGA For For Management
4 ELECTION OF DIRECTOR: HIROSHI TODA For For Management
5 ELECTION OF DIRECTOR: KAZUTOSHI INANO For For Management
6 ELECTION OF DIRECTOR: NOBUYUKI SHIGEMUNE For For Management
7 ELECTION OF DIRECTOR: YUKIO SUZUKI For For Management
8 ELECTION OF DIRECTOR: MASAHARU SHIBATA For For Management
9 ELECTION OF DIRECTOR: HIDEAKI KUBORI For For Management
10 ELECTION OF DIRECTOR: HARUO TSUJI For For Management
11 ELECTION OF DIRECTOR: FUMIHIDE NOMURA For For Management
12 ELECTION OF DIRECTOR: KOJI TAJIKA For For Management
13 ISSUANCE OF STOCK ACQUISITION RIGHTS AS For For Management
STOCK OPTIONS
--------------------------------------------------------------------------------
NOVARTIS AG
Ticker: Security ID: 66987V109
Meeting Date: FEB 28, 2006 Meeting Type: Annual
Record Date: JAN 31, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE ANNUAL REPORT, THE For For Management
FINANCIAL STATEMENTS OF NOVARTIS AG AND
THE GROUP CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR 2005.
2 APPROVAL OF THE ACTIVITIES OF THE BOARD For For Management
OF DIRECTORS.
3 APPROPRIATION OF AVAILABLE EARNINGS OF For For Management
NOVARTIS AG AS PER BALANCE SHEET AND
DECLARATION OF DIVIDEND.
4 REDUCTION OF SHARE CAPITAL. For For Management
5 AMENDMENT TO THE ARTICLES OF For For Management
INCORPORATION.
6 RE-ELECTION OF PROF. SRIKANT M. DATAR For For Management
PH.D. FOR A THREE-YEAR TERM.
7 RE-ELECTION OF WILLIAM W. GEORGE FOR A For For Management
THREE-YEAR TERM.
8 RE-ELECTION OF DR.-ING. WENDELIN For For Management
WIEDEKING FOR A THREE-YEAR TERM.
9 RE-ELECTION OF PROF. ROLF M. ZINKERNAGEL For For Management
M.D. FOR A THREE-YEAR TERM.
10 THE ELECTION OF ANDREAS VON PLANTA PH.D. For For Management
FOR A THREE-YEAR TERM.
11 Ratify Auditors For For Management
--------------------------------------------------------------------------------
ORACLE CORP.
Ticker: ORCL Security ID: 68389X105
Meeting Date: OCT 10, 2005 Meeting Type: Annual
Record Date: AUG 15, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey O. Henley For For Management
1.2 Elect Director Lawrence J. Ellison For For Management
1.3 Elect Director Donald L. Lucas For For Management
1.4 Elect Director Michael J. Boskin For For Management
1.5 Elect Director Jack F. Kemp For For Management
1.6 Elect Director Jeffrey S. Berg For For Management
1.7 Elect Director Safra A. Catz For For Management
1.8 Elect Director Hector Garcia-Molina For For Management
1.9 Elect Director Joseph A. Grundfest For For Management
1.10 Elect Director H. Raymond Bingham For For Management
1.11 Elect Director Charles E. Phillips, Jr. For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
PFIZER INC.
Ticker: PFE Security ID: 717081103
Meeting Date: APR 27, 2006 Meeting Type: Annual
Record Date: MAR 1, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael S. Brown For For Management
1.2 Elect Director M. Anthony Burns For For Management
1.3 Elect Director Robert N. Burt For For Management
1.4 Elect Director W. Don Cornwell For For Management
1.5 Elect Director William H. Gray, III For For Management
1.6 Elect Director Constance J. Horner For For Management
1.7 Elect Director William R. Howell For For Management
1.8 Elect Director Stanley O. Ikenberry For For Management
1.9 Elect Director George A. Lorch For For Management
1.10 Elect Director Henry A. McKinnell For For Management
1.11 Elect Director Dana G. Mead For For Management
1.12 Elect Director Ruth J. Simmons For For Management
1.13 Elect Director William C. Steere, Jr. For For Management
2 Ratify Auditors For For Management
3 Reduce Supermajority Vote Requirement For For Management
4 Establish Term Limits for Directors Against Against Shareholder
5 Social Proposal Against Against Shareholder
6 Restore or Provide for Cumulative Voting Against For Shareholder
7 Separate Chairman and CEO Positions Against For Shareholder
8 Report on Political Contributions Against For Shareholder
9 Report on Animal Welfare Policy Against Against Shareholder
10 Reort on Animal-based Testing Against Against Shareholder
--------------------------------------------------------------------------------
SCHERING AG
Ticker: Security ID: 806585204
Meeting Date: APR 19, 2006 Meeting Type: Annual
Record Date: MAR 9, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 RESOLUTION ON THE APPROPRIATION OF THE For For Management
UNAPPROPRIATED PROFIT.
2 RESOLUTION ON THE APPROVAL OF THE For For Management
ACTIVITIES OF THE EXECUTIVE BOARD.
3 RESOLUTION ON THE APPROVAL OF THE For For Management
ACTIVITIES OF THE SUPERVISORY BOARD.
4 RESOLUTION ON THE ELECTION OF A NEW For For Management
SUPERVISORY BOARD MEMBER.
5 RESOLUTION ON THE ELECTION OF THE For For Management
AUDITORS FOR FISCAL YEAR 2006.
6 RESOLUTION ON THE AMENDMENT OF ARTICLE 16 For For Management
OF THE ARTICLES OF ASSOCIATION
(CHAIRMANSHIP OF THE GENERAL MEETING).
7 RESOLUTION ON THE AUTHORIZATION TO For For Management
ACQUIRE AND USE OWN SHARES.
--------------------------------------------------------------------------------
SIEMENS AG
Ticker: Security ID: 826197501
Meeting Date: JAN 26, 2006 Meeting Type: Annual
Record Date: DEC 9, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 TO CONSIDER AND VOTE UPON APPROPRIATION For For Management
OF THE NET INCOME OF SIEMENS AG TO PAY A
DIVIDEND
2 TO RATIFY THE ACTS OF THE MANAGING BOARD For For Management
3 TO RATIFY THE ACTS OF THE SUPERVISORY For For Management
BOARD
4 Ratify Auditors For For Management
5 TO CONSIDER AND VOTE UPON A RESOLUTION For For Management
AUTHORIZING THE ACQUISITION AND USE OF
SIEMENS SHARES AND THE EXCLUSION OF
SHAREHOLDERS PREEMPTIVE AND TENDER
RIGHTS
6 TO CONSIDER AND VOTE UPON THE CREATION OF For For Management
AN AUTHORIZED CAPITAL 2006 RESERVED FOR
THE ISSUANCE OF SHARES TO EMPLOYEES AND
THE AUTHORIZATION TO USE SIEMENS SHARES
7 TO CONSIDER AND VOTE UPON AMENDMENTS TO For For Management
THE ARTICLES OF ASSOCIATION TO ADJUST TO
NEW LEGISLATION
--------------------------------------------------------------------------------
TOTAL SA (FORMERLY TOTAL FINA ELF S.A )
Ticker: Security ID: 89151E109
Meeting Date: MAY 12, 2006 Meeting Type: Annual
Record Date: APR 12, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF PARENT COMPANY FINANCIAL For Did Not Management
STATEMENTS Vote
2 APPROVAL OF CONSOLIDATED FINANCIAL For Did Not Management
STATEMENTS Vote
3 ALLOCATION OF EARNINGS, DECLARATION OF For Did Not Management
DIVIDEND Vote
4 AUTHORIZATION TO BE GIVEN TO THE BOARD OF For Did Not Management
DIRECTORS TO TRANSFER THE SPECIAL Vote
LONG-TERM CAPITAL GAINS RESERVED TO THE
ACCOUNT
5 AGREEMENTS COVERED BY ARTICLE L.225-38 OF For Did Not Management
THE FRENCH COMMERCIAL CODE Vote
6 AUTHORIZATION FOR THE BOARD OF DIRECTORS For Did Not Management
TO TRADE SHARES OF THE COMPANY Vote
7.1 Elect Director Anne Lauvergeon For Did Not Management
Vote
7.2 Elect Director Daniel Bouton For Did Not Management
Vote
7.3 Elect Director Bertrand Collomb For Did Not Management
Vote
7.4 Elect Director A Jeancourt-Galignani For Did Not Management
Vote
7.5 Elect Director Michel Pebereau For Did Not Management
Vote
7.6 Elect Director Pierre Vaillaud For Did Not Management
Vote
7.7 Elect Director Christophe De Margerie For Did Not Management
Vote
8 APPROVAL OF THE ASSET CONTRIBUTION BY THE For Did Not Management
COMPANY TO ARKEMA, GOVERNED BY THE LEGAL Vote
REGIME APPLICABLE TO DEMERGERS
9 FOUR-FOR-ONE STOCK SPLIT For Did Not Management
Vote
10 AMENDMENT OF ARTICLE 11 -3 OF THE COMPANY For Did Not Management
S ARTICLES OF ASSOCIATION FIXING THE Vote
NUMBER OF SHARES OF THE COMPANY
11 RESOLUTION A (NOT APPROVED BY THE BOARD Against Did Not Shareholder
OF DIRECTORS) Vote
12 RESOLUTION B (NOT APPROVED BY THE BOARD Against Did Not Shareholder
OF DIRECTORS) Vote
--------------------------------------------------------------------------------
UBS AG
Ticker: Security ID: H8920M855
Meeting Date: APR 19, 2006 Meeting Type: Annual
Record Date: MAR 17, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 ANNUAL REPORT, GROUP AND PARENT COMPANY For For Management
ACCOUNTS FOR FINANCIAL YEAR 2005 REPORTS
OF THE GROUP AND STATUTORY AUDITORS
2 APPROPRIATION OF RETAINED EARNINGS For For Management
DIVIDEND FOR FINANCIAL YEAR 2005
3 DISCHARGE OF THE MEMBERS OF THE BOARD OF For For Management
DIRECTORS AND THE GROUP EXECUTIVE BOARD
4 RE-ELECTION OF BOARD MEMBER: ROLF A. For For Management
MEYER
5 RE-ELECTION OF BOARD MEMBER: ERNESTO For For Management
BERTARELLI
6 ELECTION OF NEW BOARD MEMBER: GABRIELLE For For Management
KAUFMANN-KOHLER
7 ELECTION OF NEW BOARD MEMBER: JOERG WOLLE For For Management
8 ELECTION OF THE GROUP AND STATUTORY For For Management
AUDITORS
9 ELECTION OF THE SPECIAL AUDITORS For For Management
10 CANCELLATION OF SHARES REPURCHASED UNDER For For Management
THE 2005/2006 SHARE BUYBACK PROGRAM
11 APPROVAL OF NEW SHARE BUYBACK PROGRAM FOR For For Management
2006/2007
12 ONE-TIME PAYOUT IN THE FORM OF A PAR For For Management
VALUE REPAYMENT
13 SHARE SPLIT For For Management
14 AMENDMENTS TO ARTICLE 4 PARA. 1 AND For For Management
ARTICLE 4A OF THE ARTICLES OF ASSOCIATION
15 REDUCTION OF THE THRESHOLD VALUE FOR For For Management
AGENDA ITEM REQUESTS (ARTICLE 12 PARA. 1
OF THE ARTICLES OF ASSOCIATION)
16 CREATION OF CONDITIONAL CAPITAL, APPROVAL For For Management
OF ARTICLE 4A PARA. 2 OF THE ARTICLES OF
ASSOCIATION
--------------------------------------------------------------------------------
UNILEVER PLC
Ticker: Security ID: 904767704
Meeting Date: MAY 9, 2006 Meeting Type: Annual
Record Date: MAR 15, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE THE REPORT AND ACCOUNTS FOR For For Management
THE YEAR ENDED 31 DECEMBER 2005.
2 TO APPROVE THE DIRECTORS REMUNERATION For For Management
REPORT FOR THE YEAR ENDED 31 DECEMBER
2005.
3 TO DECLARE A DIVIDEND OF 13.54 PENCE ON For For Management
THE ORDINARY SHARES.
4.1 Elect Director P J Cescau For For Management
4.2 Elect Director C J Van Der Graaf For For Management
4.3 Elect Director R H P Markham For For Management
4.4 Elect Director R D Kugler For For Management
4.5 Elect Director A Burgmans For For Management
4.6 Elect Director Lord Brittan For For Management
4.7 Elect Director Baroness Chalker For For Management
4.8 Elect Director W Dik For For Management
4.9 Elect Director Lord Simon For For Management
4.10 Elect Director J Van Der Veer For For Management
4.11 Elect Director C E Golden For For Management
4.12 Elect Director B Grote For For Management
4.13 Elect Director J-C Spinetta For For Management
4.14 Elect Director K J Storm For For Management
5 Ratify Auditors For For Management
6 TO AUTHORISE THE DIRECTORS TO FIX THE For For Management
REMUNERATION OF THE AUDITORS.
7 TO RENEW THE AUTHORITY TO DIRECTORS TO For For Management
ISSUE SHARES.
8 TO RENEW THE AUTHORITY TO DIRECTORS TO For For Management
DISAPPLY PRE-EMPTION RIGHTS.
9 TO RENEW THE AUTHORITY TO THE COMPANY TO For For Management
PURCHASE ITS OWN SHARES.
10 TO ALIGN THE DIVIDEND GENERATING CAPACITY For For Management
AND DIVIDEND ENTITLEMENTS.
11 TO AMEND THE DEED OF MUTUAL COVENANTS. For For Management
12 TO CONSOLIDATE UNILEVER PLC S SHARE For For Management
CAPITAL.
13 TO AMEND THE ARTICLES OF ASSOCIATION IN For For Management
RELATION TO BOARD NOMINATIONS.
14 TO INCREASE LIMIT FOR DIRECTORS FEES . For For Management
15 AMENDMENT TO THE EQUALIZATION AGREEMENT. For For Management
--------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORP.
Ticker: UTX Security ID: 913017109
Meeting Date: APR 12, 2006 Meeting Type: Annual
Record Date: FEB 14, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Louis R. Chenevert For For Management
1.2 Elect Director George David For For Management
1.3 Elect Director John V. Faraci For For Management
1.4 Elect Director Jean-Pierre Garnier For For Management
1.5 Elect Director Jamie S. Gorelick For For Management
1.6 Elect Director Charles R. Lee For For Management
1.7 Elect Director Richard D. McCormick For For Management
1.8 Elect Director Harold McGraw, III For For Management
1.9 Elect Director Frank P. Popoff, III For For Management
1.10 Elect Director H. Patrick Swygert For For Management
1.11 Elect Director Andre Villeneuve For For Management
1.12 Elect Director H.A. Wagner For For Management
1.13 Elect Director Christine Todd Whitman For For Management
2 Ratify Auditors For For Management
3 Increase Authorized Common Stock For For Management
4 Establish Term Limits for Directors Against Against Shareholder
5 Report on Foreign Sales of Military Against Against Shareholder
Products
--------------------------------------------------------------------------------
VIVENDI SA (FORMERLY VIVENDI UNIVERSAL)
Ticker: Security ID: 92851S204
Meeting Date: APR 20, 2006 Meeting Type: Annual/Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Change Company Name to Vivendi and Amend For Did Not Management
Bylaws Accordingly Vote
2 Approve Financial Statements and For Did Not Management
Statutory Reports Vote
3 Accept Consolidated Financial Statements For Did Not Management
and Statutory Reports Vote
4 Approve Special Auditors' Report For Did Not Management
Regarding Related-Party Transactions Vote
5 Approve Allocation of Income and For Did Not Management
Dividends of EUR 1 per Share Vote
6 Reelect Fernando Falco y Fernandez de For Did Not Management
Cordova as Supervisory Board Member Vote
7 Reelect Gabriel Hawawini as Supervisory For Did Not Management
Board Member Vote
8 Ratify Barbier Frinault & Autres as For Did Not Management
Auditor Vote
9 Ratify Auditex as Alternate Auditor For Did Not Management
Vote
10 Authorize Share Repurchase Program of Up For Did Not Management
to Ten Percent of Issued Share Capital Vote
11 Approve Reduction in Share Capital via For Did Not Management
Cancellation of Repurchased Shares Vote
12 Authorize Filling of Required For Did Not Management
Documents/Other Formalities Vote
--------------------------------------------------------------------------------
VIVENDI SA (FORMERLY VIVENDI UNIVERSAL)
Ticker: Security ID: 92851S204
Meeting Date: APR 27, 2006 Meeting Type: Written Consent
Record Date: JAN 24, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 TO APPROVE THE AMENDMENTS LISTED IN THE For Against Management
ENCLOSED REQUEST FOR WRITTEN APPROVAL BY
OWNERS OF AMERICAN DEPOSITARY RECEIPTS
(ADRS) TO AMEND THE DEPOSIT AGREEMENT.
--------------------------------------------------------------------------------
VODAFONE GROUP PLC
Ticker: Security ID: 92857W100
Meeting Date: JUL 26, 2005 Meeting Type: Annual
Record Date: JUN 14, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE THE REPORT OF THE DIRECTORS For For Management
AND FINANCIAL STATEMENTS
2.1 Elect Director Lord Maclaurin For For Management
2.2 Elect Director Paul Hazen For For Management
2.3 Elect Director Arun Sarin For For Management
2.4 Elect Director Sir Julian Horn-Smith For For Management
2.5 Elect Director Peter Bamford For For Management
2.6 Elect Director Thomas Geitner For For Management
2.7 Elect Director Dr Michael Boskin For For Management
2.8 Elect Director Lord Broers For For Management
2.9 Elect Director John Buchanan For For Management
2.10 Elect Director Penny Hughes For For Management
2.11 Elect Director Prof. Jurgen Schrempp For For Management
2.12 Elect Director Luc Vandevelde For For Management
2.13 Elect Director Sir John Bond For For Management
2.14 Elect Director Andrew Halford For For Management
3 TO APPROVE A FINAL DIVIDEND OF 2.16P PER For For Management
ORDINARY SHARE
4 TO APPROVE THE REMUNERATION REPORT For For Management
5 Ratify Auditors For For Management
6 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management
DETERMINE THE AUDITORS REMUNERATION
7 TO AUTHORISE DONATIONS UNDER THE For For Management
POLITICAL PARTIES, ELECTIONS AND
REFERENDUMS ACT 2000
8 TO RENEW AUTHORITY TO ALLOT SHARES UNDER For For Management
ARTICLE 16.2 OF THE COMPANY S ARTICLES OF
ASSOCIATION
9 TO RENEW AUTHORITY TO DISAPPLY For For Management
PRE-EMPTION RIGHTS UNDER ARTICLE 16.3 OF
THE COMPANY S ARTICLES OF ASSOCIATION
10 TO AUTHORISE THE COMPANY S PURCHASE OF For For Management
ITS OWN SHARES (SECTION 166, COMPANIES
ACT 1985)
11 TO APPROVE CHANGES TO THE COMPANY S For For Management
MEMORANDUM AND ARTICLES OF ASSOCIATION
12 TO APPROVE THE VODAFONE GLOBAL INCENTIVE For For Management
PLAN
--------------------------------------------------------------------------------
WELLS FARGO & COMPANY
Ticker: WFC Security ID: 949746101
Meeting Date: APR 25, 2006 Meeting Type: Annual
Record Date: MAR 7, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lloyd H. Dean For For Management
1.2 Elect Director Susan E. Engel For For Management
1.3 Elect Director Enrique Hernandez, Jr. For For Management
1.4 Elect Director Robert L. Joss For For Management
1.5 Elect Director Richard M. Kovacevich For Withhold Management
1.6 Elect Director Richard D. McCormick For For Management
1.7 Elect Director Cynthia H. Milligan For Withhold Management
1.8 Elect Director Nicholas G. Moore For For Management
1.9 Elect Director Philip J. Quigley For Withhold Management
1.10 Elect Director Donald B. Rice For Withhold Management
1.11 Elect Director Judith M. Runstad For For Management
1.12 Elect Director Stephen W. Sanger For For Management
1.13 Elect Director Susan G. Swenson For For Management
1.14 Elect Director Michael W. Wright For Withhold Management
2 Ratify Auditors For For Management
3 Require a Majority Vote for the Election Against For Shareholder
of Directors
4 Separate Chairman and CEO Positions Against For Shareholder
5 Compensation- Director Compensation Against Against Shareholder
6 Report on Discrimination in Lending Against For Shareholder
========== END NPX REPORT
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.
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
By: /s/ Charles Carroll
-----------------------
Charles Carroll
Chief Executive Officer
Date: August 30, 2006
Pursuant to the requirements of the Investment Company Act of 1940, this Report
has been signed below by the principal executive officer on behalf of the
Registrant on the date indicated.
By: /s/ Charles Carroll
-----------------------
Charles Carroll
Chief Executive Officer
Date: August 30, 2006