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: (800) 823-6300
Date of fiscal year end: 12/31
Date of reporting period: July 1, 2007-June 30, 2008
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******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-21511
Reporting Period: 07/01/2007 - 06/30/2008
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 23, 2008 Meeting Type: Annual
Record Date: FEB 27, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director William Barnet, III For For Management
2 Elect Director Frank P. Bramble, Sr. For For Management
3 Elect Director John T. Collins For For Management
4 Elect Director Gary L. Countryman For For Management
5 Elect Director Tommy R. Franks For For Management
6 Elect Director Charles K. Gifford For For Management
7 Elect Director Kenneth D. Lewis For For Management
8 Elect Director Monica C. Lozano For For Management
9 Elect Director Walter E. Massey For For Management
10 Elect Director Thomas J. May For For Management
11 Elect Director Patricia E. Mitchell For For Management
12 Elect Director Thomas M. Ryan For For Management
13 Elect Director O. Temple Sloan, Jr. For For Management
14 Elect Director Meredith R. Spangler For For Management
15 Elect Director Robert L. Tillman For For Management
16 Elect Director Jackie M. Ward For For Management
17 Ratify Auditors For For Management
18 Limit/Prohibit Executive Stock-Based Against Against Shareholder
Awards
19 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
20 Limit Executive Compensation Against Against Shareholder
21 Provide for Cumulative Voting Against For Shareholder
22 Require Independent Board Chairman Against For Shareholder
23 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
24 Report on the Equator Principles Against Against Shareholder
25 Amend Bylaws to Establish a Board Against Against Shareholder
Committee on Human Rights
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BANK OF NEW YORK MELLON CORP., THE
Ticker: BK Security ID: 064058100
Meeting Date: APR 8, 2008 Meeting Type: Annual
Record Date: FEB 8, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Frank J. Biondi, Jr. For For Management
1.2 Elect Director Ruth E. Bruch For For Management
1.3 Elect Director Nicholas M. Donofrio For For Management
1.4 Elect Director Steven G. Elliott For For Management
1.5 Elect Director Gerald L. Hassell For For Management
1.6 Elect Director Edmund F. Kelly For For Management
1.7 Elect Director Robert P. Kelly For For Management
1.8 Elect Director Richard J. Kogan For For Management
1.9 Elect Director Michael J. Kowalski For For Management
1.10 Elect Director John A. Luke, Jr. For For Management
1.11 Elect Director Robert Mehrabian For For Management
1.12 Elect Director Mark A. Nordenberg For For Management
1.13 Elect Director Catherine A. Rein For For Management
1.14 Elect Director Thomas A. Renyi For For Management
1.15 Elect Director William C. Richardson For For Management
1.16 Elect Director Samuel C. Scott III For For Management
1.17 Elect Director John P. Surma For For Management
1.18 Elect Director Wesley W. von Schack For For Management
2 Approve Omnibus Stock Plan For For Management
3 Approve Nonqualified Employee Stock For For Management
Purchase Plan
4 Approve Executive Incentive Bonus Plan For For Management
5 Ratify Auditors For For Management
6 Restore or Provide for Cumulative Voting Against Against Shareholder
7 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
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BARCLAYS PLC
Ticker: BCS Security ID: 06738E204
Meeting Date: SEP 14, 2007 Meeting Type: Special
Record Date: AUG 6, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 TO APPROVE THE PROPOSED MERGER For For Management
2 TO APPROVE THE CREATION OF PREFERENCE For For Management
SHARES
3 TO RENEW THE AUTHORITY GIVEN TO THE For For Management
DIRECTORS TO ALLOT SECURITIES
4 TO RENEW THE AUTHORITY GIVEN TO THE For For Management
DIRECTORS TO ALLOT EQUITY SECURITIES FOR
CASH OTHER THAN ON A PRO-RATA BASIS TO
SHAREHOLDERS AND TO SELL TREASURY SHARES
5 TO RENEW THE COMPANY S AUTHORITY TO For For Management
PURCHASE ITS OWN SHARES
6 TO CANCEL THE SHARE PREMIUM ACCOUNT For For Management
7 TO APPROVE THE PASSING AND IMPLEMENTATION For For Management
OF RESOLUTION 2 AT THE EXTRAORDINARY
GENERAL MEETING RELATING TO THE
PREFERENCE SHARES AND TO CONSENT TO ANY
RESULTING CHANGE IN THE RIGHTS OF
ORDINARY SHARES
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BARCLAYS PLC
Ticker: BCS Security ID: 06738E204
Meeting Date: APR 24, 2008 Meeting Type: Annual/Special
Record Date: MAR 19, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE THE DIRECTORS AND AUDITORS For For Management
REPORTS AND THE AUDITED ACCOUNTS FOR THE
YEAR ENDED 31ST DECEMBER 2007.
2 TO APPROVE THE DIRECTORS REMUNERATION For For Management
REPORT FOR THE YEAR ENDED 31ST DECEMBER
2007.
3 THAT DAVID BOOTH BE RE-ELECTED A DIRECTOR For For Management
OF THE COMPANY.
4 THAT SIR MICHAEL RAKE BE RE-ELECTED A For For Management
DIRECTOR OF THE COMPANY.
5 THAT PATIENCE WHEATCROFT BE RE-ELECTED A For For Management
DIRECTOR OF THE COMPANY.
6 THAT FULVIO CONTI BE RE-ELECTED A For For Management
DIRECTOR OF THE COMPANY.
7 THAT GARY HOFFMAN BE RE-ELECTED A For For Management
DIRECTOR OF THE COMPANY.
8 THAT SIR JOHN SUNDERLAND BE RE-ELECTED A For For Management
DIRECTOR OF THE COMPANY.
9 THAT SIR NIGEL RUDD BE RE-ELECTED A For For Management
DIRECTOR OF THE COMPANY.
10 Ratify Auditors For For Management
11 TO AUTHORISE THE DIRECTORS TO SET THE For For Management
REMUNERATION OF THE AUDITORS.
12 TO AUTHORISE THE COMPANY TO MAKE For For Management
POLITICAL DONATIONS AND INCUR POLITICAL
EXPENDITURE.
13 TO RENEW THE AUTHORITY GIVEN TO THE For For Management
DIRECTORS TO ALLOT SECURITIES.
14 TO RENEW THE AUTHORITY GIVEN TO THE For For Management
DIRECTORS TO ALLOT SECURITIES FOR CASH
OTHER THAN ON A PRO-RATA BASIS TO
SHAREHOLDERS AND TO SELL TREASURY SHARES.
15 TO RENEW THE COMPANY S AUTHORITY TO For For Management
PURCHASE ITS OWN SHARES.
16 TO AUTHORISE THE OFF-MARKET PURCHASE OF For For Management
STAFF SHARES.
17 TO AUTHORISE THE CREATION OF PREFERENCE For For Management
SHARES.
18 TO ADOPT NEW ARTICLES OF ASSOCIATION. For For Management
19 TO APPROVE THE PASSING AND IMPLEMENTATION For For Management
OF RESOLUTION 17 AT THE ANNUAL GENERAL
MEETING RELATING TO THE PREFERNCE SHARES
AND TO CONSENT TO ANY RESULTING CHANGE IN
THE RIGHTS OF ORDINARY SHARES.
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BP PLC
Ticker: BP Security ID: 055622104
Meeting Date: APR 17, 2008 Meeting Type: Annual
Record Date: FEB 15, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE FINANCIAL STATEMENTS AND For For Management
STATUTORY REPORTS.
2 TO APPROVE THE DIRECTORS' REMUNERATION For For Management
REPORT.
3.1 Elect Director Mr A Burgmans For For Management
3.2 Elect Director Mrs C B Carroll For For Management
3.3 Elect Director Sir William Castell For For Management
3.4 Elect Director Mr I C Conn For For Management
3.5 Elect Director Mr G David 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 Mr A G Inglis For For Management
3.11 Elect Director Dr D S Julius For For Management
3.12 Elect Director Sir Tom Mckillop For For Management
3.13 Elect Director Sir Ian Prosser For For Management
3.14 Elect Director Mr P D Sutherland For For Management
4 REAPPOINT ERNST & YOUNG LLP AS AUDITORS For For Management
AND AUTHORISE BOARD TO FIX THEIR
REMUNERATION.
5 ADOPT NEW ARTICLES OF ASSOCIATION. For For Management
6 SPECIAL RESOLUTION TO GIVE LIMITED For For Management
AUTHORITY FOR THE PURCHASE OF ITS OWN
SHARES BY THE COMPANY.
7 SPECIAL RESOLUTION TO GIVE LIMITED For For Management
AUTHORITY TO ALLOT SHARES UP TO A
SPECIFIED AMOUNT.
8 SPECIAL RESOLUTION TO GIVE AUTHORITY TO For For Management
ALLOT A LIMITED NUMBER OF SHARES FOR CASH
FREE OF PRE-EMPTION RIGHTS.
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BRISTOL-MYERS SQUIBB CO.
Ticker: BMY Security ID: 110122108
Meeting Date: MAY 6, 2008 Meeting Type: Annual
Record Date: MAR 10, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Lewis B. Campbell For For Management
2 Elect Director James M. Cornelius For For Management
3 Elect Director Louis J. Freeh For For Management
4 Elect Director Laurie H. Glimcher For For Management
5 Elect Director Michael Grobstein For For Management
6 Elect Director Leif Johansson For For Management
7 Elect Director Alan J. Lacey For For Management
8 Elect Director Vicki L. Sato For For Management
9 Elect Director Togo D. West, Jr. For For Management
10 Elect Director R. Sanders Williams For For Management
11 Ratify Auditors For For Management
12 Increase Disclosure of Executive Against Against Shareholder
Compensation
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CADBURY SCHWEPPES PLC
Ticker: CSG Security ID: 127209302
Meeting Date: APR 11, 2008 Meeting Type: Annual/Special
Record Date: MAR 20, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 TO CONSIDER, AND IF THOUGHT FIT, TO For For Management
APPROVE (WITH OR WITHOUT MODIFICATION)
THE SCHEME OF ARRANGEMENT REFERRED TO IN
THE NOTICE OF COURT MEETING DATED 19
MARCH, 2008.
2 TO APPROVE THE SCHEME OF ARRANGEMENT For For Management
(WITH OR WITHOUT MODIFICATION), THE
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND OTHER RELATED MATTERS.
3 TO APPROVE, SUBJECT TO THE PASSING OF For For Management
RESOLUTION 1, THE DEMERGER OF AMERICAS
BEVERAGES, INCLUDING THE CADBURY PLC
REDUCTION OF CAPITAL AND THE ENTRY INTO
THE DEMERGER AGREEMENTS.
4 TO APPROVE THE PROPOSED CADBURY PLC For For Management
REDUCTION OF CAPITAL (AS DEFINED IN THE
CIRCULAR AND DESCRIBED IN PART II
EXPLANATORY STATEMENT OF THE CIRCULAR).
5 TO APPROVE, SUBJECT TO THE PASSING OF For For Management
RESOLUTIONS 1 AND 2, THE AMENDMENTS TO
THE EXECUTIVE SHARE SCHEMES.
6 TO APPROVE, SUBJECT TO THE PASSING OF For For Management
RESOLUTION 1, THE ESTABLISHMENT BY
CADBURY PLC OF THE CADBURY PLC 2008 SHARE
OPTION PLAN, THE CADBURY PLC 2008 LONG
TERM INCENTIVE PLAN, THE CADBURY PLC 2008
BONUS SHARE RETENTION PLAN AND THE
CADBURY PLC 2008 INTERN
7 TO APPROVE, SUBJECT TO THE PASSING OF For For Management
RESOLUTION 1, THE ESTABLISHMENT BY
CADBURY PLC OF THE CADBURY PLC 2008
SAVINGS RELATED SHARE OPTION SCHEME, THE
CADBURY PLC 2008 IRISH SAVINGS RELATED
SHARE OPTION SCHEME, THE CADBURY PLC 2008
IRISH AVC SAVINGS
8 TO APPROVE, SUBJECT TO THE PASSING OF For For Management
RESOLUTION 1, THE ESTABLISHMENT BY
CADBURY PLC OF ADDITIONAL SHARE SCHEMES
TO THOSE MENTIONED IN RESOLUTIONS 4 AND 6
FOR THE BENEFIT OF OVERSEAS EMPLOYEES OF
CADBURY PLC AND ITS SUBSIDIARIES.
9 TO APPROVE, SUBJECT TO THE PASSING OF For For Management
RESOLUTION 1 AND 5, THE INCREASE IN THE
MAXIMUM VALUE OF AN ANNUAL AWARD UNDER
THE CADBURY PLC 2008 LONG TERM INCENTIVE
PLAN TO 300% OF BASIC PAY.
10 TO RECEIVE THE 2007 FINANCIAL STATEMENTS For For Management
AND THE 2007 ANNUAL REPORT AND ACCOUNTS.
11 TO DECLARE THE FINAL DIVIDEND. For For Management
12 TO APPROVE THE DIRECTOR'S REMUNERATION For For Management
REPORT.
13 TO RE-APPOINT WOLFGANG BERNDT AS A For For Management
DIRECTOR.
14 TO RE-APPOINT LORD PATTEN AS A DIRECTOR. For For Management
15 TO RE-APPOINT BOB STACK AS A DIRECTOR. For For Management
16 TO RE-APPOINT GUY ELLIOTT AS A DIRECTOR. For For Management
17 TO RE-APPOINT ELLEN MARRAM AS A DIRECTOR. For For Management
18 Ratify Auditors For For Management
19 TO AUTHORISE THE DIRECTORS TO SET THE For For Management
AUDITORS FEES.
20 TO AUTHORISE THE DIRECTORS TO ALLOT For For Management
FURTHER SHARES.
21 TO DISAPPLY PRE-EMPTION RIGHTS. For For Management
22 TO AUTHORISE THE COMPANY TO BUY BACK For For Management
SHARES.
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CANON INC.
Ticker: 7751 Security ID: 138006309
Meeting Date: MAR 28, 2008 Meeting Type: Annual
Record Date: DEC 28, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Allocation of Income, With a For For Management
Final Dividend of JY 60
2.1 Elect Director For For Management
2.2 Elect Director For For Management
2.3 Elect Director For For Management
2.4 Elect Director For For Management
2.5 Elect Director For For Management
2.6 Elect Director For For Management
2.7 Elect Director For For Management
2.8 Elect Director For For Management
2.9 Elect Director For For Management
2.10 Elect Director For For Management
2.11 Elect Director For For Management
2.12 Elect Director For For Management
2.13 Elect Director For For Management
2.14 Elect Director For For Management
2.15 Elect Director For For Management
2.16 Elect Director For For Management
2.17 Elect Director For For Management
2.18 Elect Director For For Management
2.19 Elect Director For For Management
2.20 Elect Director For For Management
2.21 Elect Director For For Management
2.22 Elect Director For For Management
2.23 Elect Director For For Management
2.24 Elect Director For For Management
2.25 Elect Director For For Management
3 Election of Two Corporate Auditors: 3.1 For For Management
Keijiro Yamazaki 3.2 Kunihiro Nagata
4 Approve Retirement Bonuses for Directors For For Management
and Statutory Auditor
5 Approve Payment of Annual Bonuses to For For Management
Directors
6 Approve Stock Option Plan For For Management
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CISCO SYSTEMS, INC.
Ticker: CSCO Security ID: 17275R102
Meeting Date: NOV 15, 2007 Meeting Type: Annual
Record Date: SEP 17, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Carol A. Bartz For For Management
2 Elect Director M. Michele Burns For For Management
3 Elect Director Michael D. Capellas For For Management
4 Elect Director Larry R. Carter For For Management
5 Elect Director John T. Chambers For For Management
6 Elect Director Brian L. Halla For For Management
7 Elect Director Dr. John L. Hennessy For For Management
8 Elect Director Richard M. Kovacevich For For Management
9 Elect Director Roderick C. McGeary For For Management
10 Elect Director Michael K. Powell For For Management
11 Elect Director Steven M. West For For Management
12 Elect Director Jerry Yang For For Management
13 Amend Omnibus Stock Plan For For Management
14 Approve Executive Incentive Bonus Plan For For Management
15 Ratify Auditors For For Management
16 Amend Bylaws to Establish a Board Against Against Shareholder
Committee on Human Rights
17 Pay For Superior Performance Against For Shareholder
18 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
19 Report on Internet Fragmentation Against For Shareholder
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CONOCOPHILLIPS
Ticker: COP Security ID: 20825C104
Meeting Date: MAY 14, 2008 Meeting Type: Annual
Record Date: MAR 17, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Harold W. McGraw III For For Management
2 Elect Director James J. Mulva For For Management
3 Elect Director Bobby S. Shackouls For For Management
4 Declassify the Board of Directors For For Management
5 Ratify Auditors For For Management
6 Require Director Nominee Qualifications Against Against Shareholder
7 Report on Indigenous Peoples Rights Against For Shareholder
Policies
8 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
9 Report on Political Contributions Against For Shareholder
10 Adopt Greenhouse Gas Emissions Goals for Against For Shareholder
Products and Operations
11 Report on Community Environmental Impacts Against For Shareholder
of Operations
12 Report on Environmental Damage from Against For Shareholder
Drilling in the National Petroleum
Reserve
13 Report on Environmental Impact of Oil Against For Shareholder
Sands Operations in Canada
14 Report on Global Warming Against Against Shareholder
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CREDIT SUISSE GROUP (FORMERLY CS HOLDING)
Ticker: CS Security ID: 225401108
Meeting Date: APR 25, 2008 Meeting Type: Annual
Record Date: MAR 14, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 PRESENTATION AND APPROVAL OF THE ANNUAL For For Management
REPORT, THE PARENT COMPANY S 2007
FINANCIAL STATEMENTS AND THE GROUP S 2007
CONSOLIDATED FINANCIAL STATEMENTS
2 DISCHARGE OF THE ACTS OF THE MEMBERS OF For For Management
THE BOARD OF DIRECTORS AND EXECUTIVE
BOARD
3 CAPITAL REDUCTION OWING TO COMPLETION OF For For Management
THE SHARE BUY BACK PROGRAM
4 RESOLUTION ON THE APPROPRIATION OF For For Management
RETAINED EARNINGS
5 ADDITIONAL AMENDMENTS TO THE ARTICLES OF For For Management
ASSOCIATION: AMENDMENT OF CORPORATE NAME
(LEGAL FORM)
6 ADDITIONAL AMENDMENTS TO THE ARTICLES OF For For Management
ASSOCIATION: DELETION OF PROVISIONS
CONCERNING CONTRIBUTIONS IN KIND
7.1 Elect Director Thomas W. Bechtler For For Management
7.2 Elect Director Robert H. Benmosche For For Management
7.3 Elect Director Peter Brabeck-Letmathe For For Management
7.4 Elect Director Jean Lanier For For Management
7.5 Elect Director Anton Van Rossum For For Management
7.6 Elect Director Ernst Tanner For For Management
8 ELECTION OF THE PARENT COMPANY S For For Management
INDEPENDENT AUDITORS AND THE GROUP S
INDEPENDENT AUDITORS
9 ELECTION OF SPECIAL AUDITORS For For Management
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CRH PLC
Ticker: CRH Security ID: 12626K203
Meeting Date: MAY 7, 2008 Meeting Type: Annual
Record Date: MAR 31, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 CONSIDERATION OF FINANCIAL STATEMENTS AND For For Management
REPORTS OF DIRECTORS AND AUDITORS
2 DECLARATION OF A DIVIDEND For For Management
3 RE-ELECTION OF DIRECTOR: N. HARTERY For For Management
4 RE-ELECTION OF DIRECTOR: T.W. HILL For For Management
5 RE-ELECTION OF DIRECTOR: K. MCGOWAN For For Management
6 RE-ELECTION OF DIRECTOR: J.M.C. O'CONNOR For For Management
7 RE-ELECTION OF DIRECTOR: U-H. FELCHT For For Management
8 REMUNERATION OF AUDITORS For For Management
9 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Management
10 AUTHORITY TO PURCHASE OWN ORDINARY SHARES For For Management
11 AUTHORITY TO RE-ISSUE TREASURY SHARES For For Management
12 AMENDMENT TO MEMORANDUM OF ASSOCIATION For For Management
13 AMENDMENTS TO ARTICLES OF ASSOCIATION For For Management
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DIAGEO PLC
Ticker: DEO Security ID: 25243Q205
Meeting Date: OCT 16, 2007 Meeting Type: Annual
Record Date: SEP 7, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 REPORTS AND ACCOUNTS 2007 For For Management
2 DIRECTORS REMUNERATION REPORT 2007 For For Management
3 DECLARATION OF FINAL DIVIDEND For For Management
4 RE-ELECTION OF MS M LILJA (MEMBER OF For For Management
AUDIT, NOMINATION, REMUNERATION
COMMITTEE)
5 RE-ELECTION OF MR NC ROSE (MEMBER OF For For Management
EXECUTIVE COMMITTEE)
6 RE-ELECTION OF MR PA WALKER (MEMBER OF For For Management
AUDIT, NOMINATION, AND REMUNERATION
COMMITTEE)
7 Ratify Auditors For For Management
8 AUTHORITY TO ALLOT RELEVANT SECURITIES For For Management
9 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Management
10 AUTHORITY TO PURCHASE OWN ORDINARY SHARES For For Management
11 AUTHORITY TO MAKE POLITICAL DONATIONS For For Management
AND/OR TO INCUR POLITICAL EXPENDITURE
12 ADOPTION OF DIAGEO PLC 2007 UNITED STATES For For Management
EMPLOYEE STOCK PURCHASE PLAN
13 AMENDMENTS TO THE ARTICLES OF ASSOCIATION For For Management
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ENI SPA
Ticker: E Security ID: 26874R108
Meeting Date: APR 22, 2008 Meeting Type: Annual
Record Date: MAR 25, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Financial Statements, Statutory For Did Not Management
and Auditors' Reports, and Allocation of Vote
Income for the Fiscal Year 2007 of
AgipFuel SpA, Incorporated in ENI on Dec.
21, 2007
2 Approve Financial Statements, Statutory For Did Not Management
and Auditors' Reports, and Allocation of Vote
Income for the Fiscal Year 2007 of Praoil
- Oleodotti Italiani SpA, Incorporated in
ENI on Dec. 31, 2007
3 Accept Financial Statements, Consolidated For Did Not Management
Financial Statements, Statutory and Vote
Auditors' Reports for the Fiscal Year
2007
4 Approve Allocation of Income For Did Not Management
Vote
5 Authorize Share Repurchase Program and For Did Not Management
Reissuance of Repurchased Shares; Revoke Vote
Previously Granted Authorization Approved
by Shareholders at the General Meeting
Held on May 24, 2007
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EXXON MOBIL CORP.
Ticker: XOM Security ID: 30231G102
Meeting Date: MAY 28, 2008 Meeting Type: Annual
Record Date: APR 4, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael J. Boskin For For Management
1.2 Elect Director Larry R. Faulkner For For Management
1.3 Elect Director William W. George For For Management
1.4 Elect Director James R. Houghton For For Management
1.5 Elect Director Reatha Clark King For For Management
1.6 Elect Director Marilyn Carlson Nelson For For Management
1.7 Elect Director Samuel J. Palmisano For For Management
1.8 Elect Director Steven S Reinemund For For Management
1.9 Elect Director Walter V. Shipley For For Management
1.10 Elect Director Rex W. Tillerson For For Management
1.11 Elect Director Edward E. Whitacre, Jr. For For Management
2 Ratify Auditors For For Management
3 Amend Bylaws to Prohibit Precatory Against Against Shareholder
Proposals
4 Require Director Nominee Qualifications Against Against Shareholder
5 Require Independent Board Chairman Against For Shareholder
6 Approve Distribution Policy Against Against Shareholder
7 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
8 Compare CEO Compensation to Company's Against Against Shareholder
Lowest Paid U.S. Workers
9 Claw-back of Payments under Restatements Against Against Shareholder
10 Review Anti-discrimination Policy on Against Against Shareholder
Corporate Sponsorships and Executive
Perks
11 Report on Political Contributions Against Against Shareholder
12 Amend EEO Policy to Prohibit Against For Shareholder
Discrimination based on Sexual
Orientation and Gender Identity
13 Report on Community Environmental Impacts Against Against Shareholder
of Operations
14 Report on Potential Environmental Damage Against Against Shareholder
from Drilling in the Arctic National
Wildlife Refuge
15 Adopt Greenhouse Gas Emissions Goals for Against For Shareholder
Products and Operations
16 Report on Carbon Dioxide Emissions Against Against Shareholder
Information at Gas Stations
17 Report on Climate Change Impacts on Against Against Shareholder
Emerging Countries
18 Report on Energy Technologies Development Against Against Shareholder
19 Adopt Policy to Increase Renewable Energy Against Against Shareholder
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GENERAL ELECTRIC CO.
Ticker: GE Security ID: 369604103
Meeting Date: APR 23, 2008 Meeting Type: Annual
Record Date: FEB 25, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director James I. Cash, Jr. For For Management
2 Elect Director William M. Castell For For Management
3 Elect Director Ann M. Fudge For For Management
4 Elect Director Claudio X. Gonzalez For Against Management
5 Elect Director Susan Hockfield For For Management
6 Elect Director Jeffrey R. Immelt For For Management
7 Elect Director Andrea Jung For For Management
8 Elect Director Alan G. Lafley For For Management
9 Elect Director Robert W. Lane For For Management
10 Elect Director Ralph S. Larsen For For Management
11 Elect Director Rochelle B. Lazarus For For Management
12 Elect Director James J. Mulva For For Management
13 Elect Director Sam Nunn For For Management
14 Elect Director Roger S. Penske For For Management
15 Elect Director Robert J. Swieringa For For Management
16 Elect Director Douglas A. Warner III For For Management
17 Ratify Auditors For For Management
18 Provide for Cumulative Voting Against For Shareholder
19 Require Independent Board Chairman Against Against Shareholder
20 Claw-back of Payments under Restatements Against Against Shareholder
21 Adopt Policy on Overboarded Directors Against For Shareholder
22 Report on Charitable Contributions Against Against Shareholder
23 Report on Global Warming Against Against Shareholder
24 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
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GLAXOSMITHKLINE PLC
Ticker: GSK Security ID: 37733W105
Meeting Date: MAY 21, 2008 Meeting Type: Annual
Record Date: MAR 12, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and Statutory For For Management
Reports
2 Approve Remuneration Report For For Management
3 Elect Andrew Witty as Director For For Management
4 Elect Christopher Viehbacher as Director For For Management
5 Elect Sir Roy Anderson as Director For For Management
6 Re-elect Sir Christopher Gent as Director For For Management
7 Re-elect Sir Ian Prosser as Director For For Management
8 Re-elect Dr Ronaldo Schmitz as Director For For Management
9 Reappoint PricewaterhouseCoopers LLP as For For Management
Auditors of the Company
10 Authorise the Audit Committee to Fix For For Management
Remuneration of Auditors
11 Authorise the Company to Make Donations For For Management
to EU Political Organisations up to GBP
50,000 and to Incur EU Political
Expenditures up to GBP 50,000
12 Authorise Issue of Equity or For For Management
Equity-Linked Securities with Pre-emptive
Rights up to Aggregate Nominal Amount of
GBP 456,791,387
13 Authorise Issue of Equity or For For Management
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 68,525,560
14 Authorise 584,204,484 Ordinary Shares for For For Management
Market Purchase
15 Adopt New Articles of Association For For Management
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HOME DEPOT, INC.
Ticker: HD Security ID: 437076102
Meeting Date: MAY 22, 2008 Meeting Type: Annual
Record Date: MAR 24, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director F. Duane Ackerman For For Management
2 Elect Director David H. Batchelder For For Management
3 Elect Director Francis S. Blake For For Management
4 Elect Director Ari Bousbib For For Management
5 Elect Director Gregory D. Brenneman For For Management
6 Elect Director Albert P. Carey For For Management
7 Elect Director Armando Codina For For Management
8 Elect Director Brian C. Cornell For For Management
9 Elect Director Bonnie G. Hill For For Management
10 Elect Director Karen L. Katen For For Management
11 Ratify Auditors For For Management
12 Amend Executive Incentive Bonus Plan For For Management
13 Amend Qualified Employee Stock Purchase For For Management
Plan
14 Affirm Political Nonpartisanship Against Against Shareholder
15 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
16 Report on Employment Diversity Against For Shareholder
17 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
18 Pay For Superior Performance Against For Shareholder
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HSBC HOLDINGS PLC
Ticker: HBC Security ID: 404280406
Meeting Date: MAY 30, 2008 Meeting Type: Annual
Record Date: MAR 27, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE THE REPORT AND ACCOUNTS FOR For For Management
2007
2 TO APPROVE THE DIRECTORS REMUNERATION For For Management
REPORT FOR 2007
3 TO RE-ELECT S A CATZ A DIRECTOR For For Management
4 TO RE-ELECT V H C CHENG A DIRECTOR For For Management
5 TO RE-ELECT J D COOMBE A DIRECTOR For For Management
6 TO RE-ELECT J L DURAN A DIRECTOR For For Management
7 TO RE-ELECT D J FLINT A DIRECTOR For For Management
8 TO RE-ELECT A A FLOCKHART A DIRECTOR For For Management
9 TO RE-ELECT W K L FUNG A DIRECTOR For For Management
10 TO RE-ELECT S T GULLIVER A DIRECTOR For For Management
11 TO RE-ELECT J W J HUGHES-HALLETT A For For Management
DIRECTOR
12 TO RE-ELECT W S H LAIDLAW A DIRECTOR For For Management
13 TO RE-ELECT N R N MURTHY A DIRECTOR For For Management
14 TO RE-ELECT S W NEWTON A DIRECTOR For For Management
15 Ratify Auditors For For Management
16 TO AUTHORISE THE DIRECTORS TO ALLOT For For Management
SHARES
17 TO DISAPPLY PRE-EMPTION RIGHTS (SPECIAL For For Management
RESOLUTION)
18 TO AUTHORISE THE COMPANY TO PURCHASE ITS For For Management
OWN ORDINARY SHARES
19 TO ALTER THE ARTICLES OF ASSOCIATION For For Management
(SPECIAL RESOLUTION)
20 TO ALTER THE ARTICLES OF ASSOCIATION WITH For For Management
EFFECT FROM 1 OCTOBER 2008 (SPECIAL
RESOLUTION)
21 TO AMEND THE RULES OF THE HSBC SHARE PLAN For For Management
--------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP.
Ticker: IBM Security ID: 459200101
Meeting Date: APR 29, 2008 Meeting Type: Annual
Record Date: FEB 29, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director C. Black For For Management
1.2 Elect Director W.R. Brody For For Management
1.3 Elect Director K.I. Chenault For For Management
1.4 Elect Director M.L. Eskew For For Management
1.5 Elect Director S.A. Jackson For For Management
1.6 Elect Director L.A. Noto For For Management
1.7 Elect Director J.W. Owens For For Management
1.8 Elect Director S.J. Palmisano For For Management
1.9 Elect Director J.E. Spero For For Management
1.10 Elect Director S. Taurel For For Management
1.11 Elect Director L.H. Zambrano For For Management
2 Ratify Auditors For For Management
3 Restore or Provide for Cumulative Voting Against For Shareholder
4 Review Executive Compensation Against Against Shareholder
5 Amend Bylaws to Establish a Board Against Against Shareholder
Committee on Human Rights
6 Amend Bylaw -- Call Special Meetings Against For Shareholder
7 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
--------------------------------------------------------------------------------
JOHNSON & JOHNSON
Ticker: JNJ Security ID: 478160104
Meeting Date: APR 24, 2008 Meeting Type: Annual
Record Date: FEB 26, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mary Sue Coleman For For Management
1.2 Elect Director James G. Cullen For For Management
1.3 Elect Director Michael M.E. Johns For For Management
1.4 Elect Director Arnold G. Langbo For For Management
1.5 Elect Director Susan L. Lindquist For For Management
1.6 Elect Director Leo F. Mullin For For Management
1.7 Elect Director Wiliam D. Perez For For Management
1.8 Elect Director Christine A. Poon For For Management
1.9 Elect Director Charles Prince For For Management
1.10 Elect Director Steven S. Reinemund For For Management
1.11 Elect Director David Satcher For For Management
1.12 Elect Director William C. Weldon For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
--------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 20, 2008 Meeting Type: Annual
Record Date: MAR 21, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Crandall C. Bowles For For Management
2 Elect Director Stephen B. Burke For For Management
3 Elect Director David M. Cote For For Management
4 Elect Director James S. Crown For For Management
5 Elect Director James Dimon For For Management
6 Elect Director Ellen V. Futter For For Management
7 Elect Director William H. Gray, III For For Management
8 Elect Director Laban P. Jackson, Jr. For For Management
9 Elect Director Robert I. Lipp For For Management
10 Elect Director David C. Novak For For Management
11 Elect Director Lee R. Raymond For For Management
12 Elect Director William C. Weldon For For Management
13 Ratify Auditors For For Management
14 Amend Omnibus Stock Plan For Against Management
15 Amend Executive Incentive Bonus Plan For For Management
16 Report on Government Service of Employees Against Against Shareholder
17 Report on Political Contributions Against For Shareholder
18 Require Independent Board Chairman Against Against Shareholder
19 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
20 Require More Director Nominations Than Against Against Shareholder
Open Seats
21 Report on Human Rights Investment Against Against Shareholder
Policies
22 Report on Lobbying Activities Against Against Shareholder
--------------------------------------------------------------------------------
MICROSOFT CORP.
Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 13, 2007 Meeting Type: Annual
Record Date: SEP 7, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director William H. Gates, III For For Management
2 Elect Director Steven A. Ballmer For For Management
3 Elect Director James I. Cash, Jr. For For Management
4 Elect Director Dina Dublon For For Management
5 Elect Director Raymond V. Gilmartin For For Management
6 Elect Director Reed Hastings For For Management
7 Elect Director David F. Marquardt For For Management
8 Elect Director Charles H. Noski For For Management
9 Elect Director Helmut Panke For For Management
10 Elect Director Jon A. Shirley For For Management
11 Ratify Auditors For For Management
12 Adopt Policies to Protect Freedom of Against Against Shareholder
Access to the Internet
13 Amend Bylaws to Establish a Board Against Against Shareholder
Committee on Human Rights
--------------------------------------------------------------------------------
MITSUBISHI UFJ FINANCIAL GROUP
Ticker: 8306 Security ID: 606822104
Meeting Date: JUN 27, 2008 Meeting Type: Annual
Record Date: MAR 28, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Allocation of Income, with a For For Management
Final Dividend of JY 7 per Common Share
2 Elect 17 Directors For Against Management
3 Approve Adjustment to Aggregate For For Management
Compensation Ceiling for Directors
--------------------------------------------------------------------------------
NESTLE SA
Ticker: NSRGY Security ID: 641069406
Meeting Date: APR 10, 2008 Meeting Type: Annual
Record Date: FEB 29, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE 2007 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 PROFITS For For Management
RESULTING FROM THE BALANCE SHEET OF
NESTLE S.A.
4 RE-ELECTION OF MR. ANDREAS KOOPMANN, TO For For Management
THE BOARD OF DIRECTORS.
5 RE-ELECTION OF MR. ROLF HANGGI, TO THE For For Management
BOARD OF DIRECTORS.
6 ELECTION OF MR. PAUL BULCKE, TO THE BOARD For For Management
OF DIRECTORS.
7 ELECTION OF MR. BEAT W. HESS, TO THE For For Management
BOARD OF DIRECTORS.
8 RE-ELECTION OF THE AUDITORS KPMG KLYNVELD For For Management
PEAT MARWICK GOERDELER S.A.
9 APPROVAL OF THE CAPITAL REDUCTION. For For Management
10 APPROVAL OF THE SHARE SPLIT. For For Management
11 APPROVAL OF THE AMENDMENT TO ARTICLES 5 For For Management
AND 5 BIS PARA. 1 OF THE ARTICLES OF
ASSOCIATION.
12 APPROVAL OF THE PROPOSED REVISED ARTICLES For For Management
OF ASSOCIATION, AS SET FORTH IN THE
COMPANY'S INVITATION ENCLOSED HEREWITH.
13 MARK THE FOR BOX TO THE RIGHT IF YOU None Against Management
WISH TO GIVE A PROXY TO INDEPENDENT
REPRESENTATIVE, MR. JEAN-LUDOVIC HARTMANN
(AS FURTHER DISCUSSED IN THE COMPANY'S
INVITATION).
--------------------------------------------------------------------------------
NOKIA CORP.
Ticker: NOK Security ID: 654902204
Meeting Date: MAY 8, 2008 Meeting Type: Annual
Record Date: MAR 10, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE ANNUAL ACCOUNTS For For Management
2 APPROVAL OF THE DISTRIBUTION OF THE For For Management
PROFIT FOR THE YEAR, PAYMENT OF DIVIDEND
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 THE For For Management
MEMBERS OF THE BOARD OF DIRECTORS
5 APPROVAL OF THE NUMBER OF THE MEMBERS OF For For Management
THE BOARD OF DIRECTORS
6.1 Elect Director Georg Ehrnrooth For For Management
6.2 Elect Director Lalita D. Gupte For For Management
6.3 Elect Director Bengt Holmstrom For For Management
6.4 Elect Director Henning Kagermann For For Management
6.5 Elect Director Olli-Pekka Kallasvuo For For Management
6.6 Elect Director Per Karlsson 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 Risto Siilasmaa For For Management
6.10 Elect Director Keijo Suila For For Management
7 APPROVAL OF THE AUDITOR REMUNERATION For For Management
8 APPROVAL OF THE RE-ELECTION OF For For Management
PRICEWATERHOUSECOOPERS OY AS THE AUDITORS
FOR FISCAL YEAR 2008
9 APPROVAL OF THE AUTHORIZATION TO THE For For Management
BOARD OF DIRECTORS TO RESOLVE TO
REPURCHASE NOKIA SHARES
10 MARK THE FOR BOX IF YOU WISH TO None Against Management
INSTRUCT NOKIA'S LEGAL COUNSELS TO VOTE
IN THEIR DISCRETION ON YOUR BEHALF ONLY
UPON ITEM 10
--------------------------------------------------------------------------------
NOMURA HOLDINGS INC.
Ticker: 8604 Security ID: 65535H208
Meeting Date: JUN 26, 2008 Meeting Type: Annual
Record Date: MAR 28, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Junichi Ujiie For For Management
2 Elect Director Masanori Itatani For For Management
3 Elect Director Masaharu Shibata For For Management
4 Elect Director Hideaki Kubori For For Management
5 Elect Director Haruo Tsuji For For Management
6 Elect Director Fumihide Nomura For For Management
7 Elect Director Kenichi Watanabe For For Management
8 Elect Director Takumi Shibata For For Management
9 Elect Director Masahiro Sakane For For Management
10 Elect Director Tsuguoki Fujinuma For For Management
11 Elect Director Yoshifumi Kawabata For For Management
12 Approve Stock Option Plan and For For Management
Deep-Discount Option Plan
--------------------------------------------------------------------------------
NOVARTIS AG
Ticker: NVS Security ID: 66987V109
Meeting Date: FEB 26, 2008 Meeting Type: Annual
Record Date: JAN 29, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE ANNUAL REPORT, THE For For Management
REMUNERATION REPORT, THE FINANCIAL
STATEMENTS AND THE CONSOLIDATED FINANCIAL
STATEMENTS
2 DISCHARGE FROM LIABILITY OF THE MEMBERS For For Management
OF THE BOARD OF DIRECTORS AND THE
EXECUTIVE COMMITTEE
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 FURTHER SHARE REPURCHASE PROGRAM For For Management
6 AMENDMENT TO THE ARTICLES OF For For Management
INCORPORATION-SPECIAL QUORUM
7 AMENDMENT TO THE ARTICLES OF For For Management
INCORPORATION-CONTRIBUTIONS IN KIND
8 RE-ELECTION OF PETER BURCKHARDT M.D. FOR For For Management
A ONE-YEAR TERM
9 RE-ELECTION OF ULRICH LEHNER PH.D FOR A For For Management
ONE-YEAR TERM
10 RE-ELECTION OF ALEXANDRE F. JETZER FOR A For For Management
THREE-YEAR TERM
11 RE-ELECTION OF PIERRE LANDOLT FOR A For For Management
THREE-YEAR TERM
12 ELECTION OF ANN FUDGE FOR A THREE-YEAR For For Management
TERM
13 RATIFY AUDITORS For For Management
14 TRANSACT OTHER BUSINESS (VOTING) For Against Management
--------------------------------------------------------------------------------
ORACLE CORP.
Ticker: ORCL Security ID: 68389X105
Meeting Date: NOV 2, 2007 Meeting Type: Annual
Record Date: SEP 7, 2007
# 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 H. Raymond Bingham For For Management
1.10 Elect Director Charles E Phillips, Jr. For For Management
1.11 Elect Director Naomi O. Seligman For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
4 Amend Bylaws to Establish a Board Against Against Shareholder
Committee on Human Rights
5 Issue an Open Source Report Against Against Shareholder
--------------------------------------------------------------------------------
SANOFI-AVENTIS
Ticker: SNY Security ID: 80105N105
Meeting Date: MAY 14, 2008 Meeting Type: Annual
Record Date: APR 1, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE INDIVIDUAL COMPANY For Did Not Management
FINANCIAL STATEMENTS FOR THE YEAR ENDED Vote
DECEMBER 31, 2007
2 APPROVAL OF THE CONSOLIDATED FINANCIAL For Did Not Management
STATEMENTS FOR THE YEAR ENDED DECEMBER Vote
31, 2007
3 APPROPRIATION OF PROFITS, DECLARATION OF For Did Not Management
DIVIDEND Vote
4 NON-REAPPOINTMENT OF MR. RENE BARBIER DE For Did Not Management
LA SERRE AND APPOINTMENT OF MR. UWE Vote
BICKER AS A DIRECTOR
5 NON-REAPPOINTMENT OF MR. JURGEN DORMANN For Did Not Management
AND APPOINTMENT OF MR. GUNTER THIELEN AS Vote
A DIRECTOR
6 NON-REAPPOINTMENT OF MR. HUBERT MARKL AND For Did Not Management
APPOINTMENT OF MRS. CLAUDIE HAIGNERE AS A Vote
DIRECTOR
7 NON-REAPPOINTMENT OF MR. BRUNO WEYMULLER For Did Not Management
AND APPOINTMENT OF MR. PATRICK DE LA Vote
CHEVARDIERE AS A DIRECTOR
8 REAPPOINTMENT OF MR. ROBERT CASTAIGNE AS For Did Not Management
A DIRECTOR Vote
9 REAPPOINTMENT OF MR. CHRISTIAN MULLIEZ AS For Did Not Management
A DIRECTOR Vote
10 REAPPOINTMENT OF MR. JEAN-MARC BRUEL AS A For Did Not Management
DIRECTOR Vote
11 REAPPOINTMENT OF MR. THIERRY DESMAREST AS For Did Not Management
A DIRECTOR Vote
12 REAPPOINTMENT OF MR. JEAN-FRANCOIS DEHECQ For Did Not Management
AS A DIRECTOR Vote
13 REAPPOINTMENT OF MR. IGOR LANDAU AS A For Did Not Management
DIRECTOR Vote
14 REAPPOINTMENT OF MR. LINDSAY OWEN-JONES For Did Not Management
AS A DIRECTOR Vote
15 REAPPOINTMENT OF MR. JEAN-RENE FOURTOU AS For Did Not Management
A DIRECTOR Vote
16 REAPPOINTMENT OF MR. KLAUS POHLE AS A For Did Not Management
DIRECTOR Vote
17 APPROVAL OF TRANSACTIONS COVERED BY THE For Did Not Management
STATUTORY AUDITORS SPECIAL REPORT Vote
PREPARED IN ACCORDANCE WITH ARTICLE
L.225-40 OF THE COMMERCIAL
CODE-COMMITMENTS IN FAVOUR OF MR.
JEAN-FRANCOIS DEHECQ
18 APPROVAL OF TRANSACTIONS COVERED BY THE For Did Not Management
STATUTORY AUDITORS SPECIAL REPORT Vote
PREPARED IN ACCORDANCE WITH ARTICLE
L.225-40 OF THE COMMERCIAL
CODE-COMMITMENTS IN FAVOUR OF MR. GERARD
LE FUR
19 AUTHORIZATION TO THE BOARD OF DIRECTORS For Did Not Management
TO CARRY OUT TRANSACTIONS IN SHARES Vote
ISSUED BY THE COMPANY
20 POWERS FOR FORMALITIES For Did Not Management
Vote
--------------------------------------------------------------------------------
SUEZ SA (FORMERLY SUEZ LYONNAISE DES EAUX)
Ticker: SZE Security ID: 864686100
Meeting Date: MAY 6, 2008 Meeting Type: Annual/Special
Record Date: APR 7, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF TRANSACTIONS AND THE For Did Not Management
STATUTORY FINANCIAL STATEMENTS FOR FISCAL Vote
YEAR 2007, AS SET FORTH IN THE COMPANY S
NOTICE OF MEETING ENCLOSED HEREWITH.
2 APPROVAL OF THE CONSOLIDATED FINANCIAL For Did Not Management
STATEMENTS FOR FISCAL YEAR 2007, AS SET Vote
FORTH IN THE COMPANY S NOTICE OF MEETING
ENCLOSED HEREWITH.
3 APPROPRIATION OF EARNINGS AND DECLARATION For Did Not Management
OF THE DIVIDEND, AS SET FORTH IN THE Vote
COMPANY S NOTICE OF MEETING ENCLOSED
HEREWITH.
4 STATUTORY AUDITORS SPECIAL REPORT ON For Did Not Management
REGULATED AGREEMENTS, AS SET FORTH IN THE Vote
COMPANY S NOTICE OF MEETING ENCLOSED
HEREWITH.
5 APPROVAL OF THE RENEWAL OF THE TERM OF For Did Not Management
OFFICE OF A DIRECTOR (EDMOND ALPHANDERY), Vote
AS SET FORTH IN THE COMPANY S NOTICE OF
MEETING ENCLOSED HEREWITH.
6 APPROVAL OF THE RENEWAL OF THE TERM OF For Did Not Management
OFFICE OF A DIRECTOR (RENE CARRON), AS Vote
SET FORTH IN THE COMPANY S NOTICE OF
MEETING ENCLOSED HEREWITH.
7 APPROVAL OF THE RENEWAL OF THE TERM OF For Did Not Management
OFFICE OF A DIRECTOR (ETIENNE DAVIGNON), Vote
AS SET FORTH IN THE COMPANY S NOTICE OF
MEETING ENCLOSED HEREWITH.
8 APPROVAL OF THE RENEWAL OF THE TERM OF For Did Not Management
OFFICE OF A DIRECTOR (ALBERT FRERE), AS Vote
SET FORTH IN THE COMPANY S NOTICE OF
MEETING ENCLOSED HEREWITH.
9 APPROVAL OF THE RENEWAL OF THE TERM OF For Did Not Management
OFFICE OF A DIRECTOR (JEAN PEYRELEVADE), Vote
AS SET FORTH IN THE COMPANY S NOTICE OF
MEETING ENCLOSED HEREWITH.
10 APPROVAL OF THE RENEWAL OF THE TERM OF For Did Not Management
OFFICE OF A DIRECTOR (THIERRY DE RUDDER), Vote
AS SET FORTH IN THE COMPANY S NOTICE OF
MEETING ENCLOSED HEREWITH.
11 APPROVAL OF THE AUTHORIZATION FOR THE For Did Not Management
BOARD OF DIRECTORS TO TRADE IN THE Vote
COMPANY S SHARES, AS SET FORTH IN THE
COMPANY S NOTICE OF MEETING ENCLOSED
HEREWITH.
12 APPROVAL OF AUTHORIZATION TO THE BOARD OF For Did Not Management
DIRECTORS TO INCREASE THE SHARE CAPITAL Vote
BY MEANS OF RETENTION OF PREFERENTIAL
SUBSCRIPTION RIGHTS, AS SET FORTH IN THE
COMPANY S NOTICE OF MEETING ENCLOSED
HEREWITH.
13 APPROVAL OF THE AUTHORIZATION TO THE For Did Not Management
BOARD OF DIRECTORS TO INCREASE THE SHARE Vote
CAPITAL BY MEANS OF CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS, AS SET
FORTH IN THE COMPANY S NOTICE OF MEETING
ENCLOSED HEREWITH.
14 APPROVAL OF THE AUTHORIZATION TO THE For Did Not Management
BOARD OF DIRECTORS TO ISSUE COMPLEX DEBT Vote
SECURITIES, AS SET FORTH IN THE COMPANY S
NOTICE OF MEETING ENCLOSED HEREWITH.
15 APPROVAL OF THE AUTHORIZATION TO THE For Did Not Management
BOARD OF DIRECTORS TO ISSUE SHARES Vote
RESERVED FOR EMPLOYEES BELONGING TO A
SUEZ GROUP CORPORATE SAVINGS PLAN, AS SET
FORTH IN THE COMPANY S NOTICE OF MEETING
ENCLOSED HEREWITH.
16 APPROVAL OF THE AUTHORIZATION TO THE For Did Not Management
BOARD OF DIRECTORS TO INCREASE THE SHARE Vote
CAPITAL, WITH CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR
OF ALL ENTITIES WHOSE SOLE PURPOSE IS TO
SUBSCRIBE, HOLD AND DISPOSE OF SHARES OF
THE COMPANY
17 APPROVAL OF THE AUTHORIZATION TO THE For Did Not Management
BOARD OF DIRECTORS TO REDUCE SHARE Vote
CAPITAL BY CANCELLING SHARES, AS SET
FORTH IN THE COMPANY S NOTICE OF MEETING
ENCLOSED HEREWITH.
18 APPROVAL OF THE POWERS TO CARRY OUT THE For Did Not Management
SHAREHOLDERS DECISIONS AND PERFORM THE Vote
RELATED FORMALITIES.
--------------------------------------------------------------------------------
TOTAL SA
Ticker: TOT Security ID: 89151E109
Meeting Date: MAY 16, 2008 Meeting Type: Annual/Special
Record Date: APR 9, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF PARENT COMPANY FINANCIAL For For Management
STATEMENTS
2 APPROVAL OF CONSOLIDATED FINANCIAL For For Management
STATEMENTS
3 ALLOCATION OF EARNINGS, DECLARATION OF For For Management
DIVIDEND
4 AGREEMENTS COVERED BY ARTICLE L. 225-38 For For Management
OF THE FRENCH COMMERCIAL CODE
5 COMMITMENTS UNDER ARTICLE L. 225-42-1 OF For For Management
THE FRENCH COMMERCIAL CODE CONCERNING MR.
THIERRY DESMAREST
6 COMMITMENTS UNDER ARTICLE L. 225-42-1 OF For For Management
THE FRENCH COMMERCIAL CODE CONCERNING MR.
CHRISTOPHE DE MARGERIE
7 AUTHORIZATION FOR THE BOARD OF DIRECTORS For For Management
TO TRADE SHARES OF THE COMPANY
8 RENEWAL OF THE APPOINTMENT OF MR. PAUL For For Management
DESMARAIS JR. AS A DIRECTOR
9 RENEWAL OF THE APPOINTMENT OF MR. For For Management
BERTRAND JACQUILLAT AS A DIRECTOR
10 RENEWAL OF THE APPOINTMENT OF LORD PETER For For Management
LEVENE OF PORTSOKEN AS A DIRECTOR
11 APPOINTMENT OF MRS. PATRICIA BARBIZET AS For For Management
A DIRECTOR
12 APPOINTMENT OF MR. CLAUDE MANDIL AS A For For Management
DIRECTOR
13 DELEGATION OF AUTHORITY GRANTED TO THE For For Management
BOARD OF DIRECTORS TO INCREASE SHARE
CAPITAL BY ISSUING COMMON SHARES OR ANY
SECURITIES PROVIDING ACCESS TO SHARE
CAPITAL WHILE MAINTAINING SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS OR BY
CAPITALIZING PREMIUMS,
14 DELEGATION OF AUTHORITY GRANTED TO THE For For Management
BOARD OF DIRECTORS TO INCREASE SHARE
CAPITAL BY ISSUING COMMON SHARES OR ANY
SECURITIES PROVIDING ACCESS TO SHARE
CAPITAL WITHOUT PREFERENTIAL SUBSCRIPTION
RIGHTS
15 DELEGATION OF POWERS GRANTED TO THE BOARD For For Management
OF DIRECTORS TO INCREASE SHARE CAPITAL BY
ISSUING COMMON SHARES OR ANY SECURITIES
PROVIDING ACCESS TO SHARE CAPITAL, IN
PAYMENT OF SECURITIES THAT WOULD BE
CONTRIBUTED TO THE COMPANY
16 DELEGATION OF AUTHORITY GRANTED TO THE For For Management
BOARD OF DIRECTORS TO INCREASE SHARE
CAPITAL UNDER THE CONDITIONS PROVIDED FOR
IN ARTICLE 443-5 OF THE FRENCH LABOR CODE
17 AUTHORIZATION FOR THE BOARD OF DIRECTORS For For Management
TO GRANT RESTRICTED SHARES OF THE COMPANY
TO GROUP EMPLOYEES AND TO EXECUTIVE
OFFICERS OF THE COMPANY OR OF GROUP
COMPANIES
18 REMOVAL OF MR. ANTOINE Against Against Shareholder
JEANCOURT-GALIGNANI FROM HIS DIRECTORSHIP
19 ADDITION OF A FINAL LAST PARAGRAPH TO Against For Shareholder
ARTICLE 12 OF THE COMPANY S ARTICLES OF
ASSOCIATION TO ENSURE THAT STATISTICS ARE
PUBLISHED IDENTIFYING BY NAME THE
DIRECTORS IN ATTENDANCE AT MEETINGS OF
THE BOARD OF DIRECTORS AND ITS COMMITTEES
20 AUTHORIZATION TO GRANT RESTRICTED SHARES Against Against Shareholder
OF THE COMPANY TO ALL EMPLOYEES OF THE
GROUP
--------------------------------------------------------------------------------
UBS AG
Ticker: UBS Security ID: H89231338
Meeting Date: FEB 27, 2008 Meeting Type: Special
Record Date: JAN 28, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 REQUEST FOR A SPECIAL AUDIT Against For Shareholder
(SONDERPRUFUNG) BY ETHOS
2 STOCK DIVIDEND CREATION OF AUTHORIZED For For Management
CAPITAL APPROVAL OF ARTICLE 4B OF THE
ARTICLES OF ASSOCIATION
3 CAPITAL INCREASE PROPOSAL BY THE BOARD OF For For Management
DIRECTORS: MANDATORY CONVERTIBLE NOTES
CREATION OF CONDITIONAL CAPITAL APPROVAL
OF ARTICLE 4A PARA. 3 OF THE ARTICLES OF
ASSOCIATION
4 ALTERNATIVE PROPOSAL BY PROFOND: ORDINARY Against Against Shareholder
CAPITAL INCREASE RIGHTS OFFERING
5 IN CASE OF AD-HOC SHAREHOLDERS MOTIONS For Against Management
DURING THE EXTRAORDINARY GENERAL MEETING,
I/WE AUTHORIZE MY/OUR PROXY TO ACT IN
ACCORDANCE WITH THE BOARD OF DIRECTORS
--------------------------------------------------------------------------------
UBS AG
Ticker: UBS Security ID: H89231338
Meeting Date: APR 23, 2008 Meeting Type: Annual
Record Date: MAR 25, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 ANNUAL REPORT, GROUP AND PARENT COMPANY For For Management
ACCOUNTS FOR FINANCIAL YEAR 2007 REPORTS
OF THE GROUP AND STATUTORY AUDITORS
2 APPROPRIATION OF RESULTS For For Management
3 REDUCTION OF THE TERM OF OFFICE OF For For Management
MEMBERS OF THE BOARD OF DIRECTORS
(ARTICLE 19 PARA. 1 OF THE ARTICLES OF
ASSOCIATION)
4 REFERENCES TO GROUP AUDITORS (ARTICLE 17 For For Management
LIT. B, 25 LIT. C, 31 PARA. 1 AND 2 AND
TITLE D OF THE ARTICLES OF ASSOCIATION)
5 RE-ELECTION OF MEMBER THE BOARD OF None For Management
DIRECTORS: MARCEL OSPEL
6 RE-ELECTION OF MEMBER THE BOARD OF For For Management
DIRECTORS: PETER VOSER
7 RE-ELECTION OF MEMBER THE BOARD OF For For Management
DIRECTORS: LAWRENCE A. WEINBACH
8 ELECTION OF A NEW MEMBER OF THE BOARD OF For For Management
DIRECTORS: DAVID SIDWELL
9 POTENIAL ELECTION OF A NEW BOARD MEMBER. For For Management
AT THE TIME OF PRINTING, THE NEW DIRECTOR
HAS NOT YET BEEN NOMINATED, HIS NAME CAN
BE OBTAINED FROM 4/1/2008 BY CALLING
TOLL-FREE 1-266-541-9689 OR VIA THE WEB
AT WWW.UBS.COM/AGM
10 RE-ELECTION OF THE AUDITORS (ERNST & For For Management
YOUNG LTD. BASEL)
11 ORDINARY CAPITAL INCREASE. RIGHTS For For Management
OFFERING
12 IN CASE OF AD-HOC SHAREHOLDERS MOTIONS For Against Management
DURING THE ANNUAL GENERAL MEETING, I/WE
AUTHORIZE MY/OUR PROXY TO ACT IN
ACCORDANCE WITH THE BOARD OF DIRECTORS
--------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORP.
Ticker: UTX Security ID: 913017109
Meeting Date: APR 9, 2008 Meeting Type: Annual
Record Date: FEB 12, 2008
# 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 Richard B. Myers 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 Christine Todd Whitman For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Adopt Principles for Health Care Reform Against For Shareholder
5 Improve Human Rights Standards or Against For Shareholder
Policies
6 Pay For Superior Performance Against For Shareholder
7 Report on Foreign Military Sales Against For Shareholder
--------------------------------------------------------------------------------
VODAFONE GROUP PLC
Ticker: VOD Security ID: 92857W209
Meeting Date: JUL 24, 2007 Meeting Type: Annual
Record Date: JUN 13, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE THE REPORT OF THE DIRECTORS For For Management
AND FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 MARCH 2007.
2 TO RE-ELECT SIR JOHN BOND AS A DIRECTOR For For Management
(MEMBER OF THE NOMINATIONS AND GOVERNANCE
COMMITTEE)
3 TO RE-ELECT ARUN SARIN AS A DIRECTOR For For Management
(MEMBER OF THE NOMINATIONS AND GOVERNANCE
COMMITTEE)
4 TO RE-ELECT DR MICHAEL BOSKIN AS A For Against Management
DIRECTOR (MEMBER OF THE AUDIT COMMITTEE)
(MEMBER OF THE REMUNERATION COMMITTEE)
5 TO RE-ELECT JOHN BUCHANAN AS A DIRECTOR For For Management
(MEMBER OF THE AUDIT COMMITTEE) (MEMBER
OF THE NOMINATIONS AND GOVERNANCE
COMMITTEE)
6 TO RE-ELECT ANDY HALFORD AS A DIRECTOR For For Management
7 TO RE-ELECT ANNE LAUVERGEON AS A DIRECTOR For For Management
(MEMBER OF THE AUDIT COMMITTEE)
8 TO RE-ELECT PROFESSOR JURGEN SCHREMPP AS For For Management
A DIRECTOR (MEMBER OF THE NOMINATIONS AND
GOVERNANCE COMMITTEE) (MEMBER OF THE
REMUNERATION COMMITTEE)
9 TO RE-ELECT LUC VANDEVELDE AS A DIRECTOR For For Management
(MEMBER OF THE NOMINATIONS AND GOVERNANCE
COMMITTEE) (MEMBER OF THE REMUNERATION
COMMITTEE)
10 TO RE-ELECT ANTHONY WATSON AS A DIRECTOR For For Management
(MEMBER OF THE REMUNERATION COMMITTEE)
11 TO RE-ELECT PHILIP YEA AS A DIRECTOR For For Management
(MEMBER OF THE REMUNERATION COMMITTEE)
12 TO ELECT VITTORIO COLAO AS A DIRECTOR For For Management
13 TO ELECT ALAN JEBSON AS A DIRECTOR For For Management
14 TO ELECT NICK LAND AS A DIRECTOR For For Management
15 TO ELECT SIMON MURRAY AS A DIRECTOR For For Management
16 TO APPROVE A FINAL DIVIDEND OF 4.41P PER For For Management
ORDINARY SHARE
17 TO APPROVE THE REMUNERATION REPORT For For Management
18 Ratify Auditors For For Management
19 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management
DETERMINE THE REMUNERATION OF THE
AUDITORS
20 TO RENEW THE AUTHORITY TO ALLOT SHARES For For Management
UNDER ARTICLE 16.2 OF THE COMPANY S
ARTICLES OF ASSOCIATION
21 TO RENEW THE AUTHORITY TO DIS-APPLY For For Management
PRE-EMPTION RIGHTS UNDER ARTICLE 16.3 OF
THE COMPANY S ARTICLES OF ASSOCIATION
(SPECIAL RESOLUTION)
22 TO AUTHORISE THE COMPANY S PURCHASE OF For For Management
ITS OWN SHARES (SECTION 166, COMPANIES
ACT 1985) (SPECIAL RESOLUTION)
23 TO AUTHORISE THE COMPANY TO SEND OR For For Management
SUPPLY DOCUMENTS OR INFORMATION TO
SHAREHOLDERS IN ELECTRONIC FORM OR BY
MEANS OF A WEBSITE (SPECIAL RESOLUTION)
24 TO ADOPT NEW ARTICLES OF ASSOCIATION For For Management
(SPECIAL RESOLUTION)
25 TO AMEND ARTICLE 114.1 OF THE COMPANY S Against Against Management
ARTICLES OF ASSOCIATION (SPECIAL
RESOLUTION)
26 TO SEPARATE OUT THE COMPANY S 45% Against Abstain Management
INTEREST IN VERIZON WIRELESS FROM ITS
OTHER ASSETS BY TRACKING SHARES OR SPIN
OFF
27 TO ISSUE COMPANY BONDS DIRECTLY TO Against Against Management
SHAREHOLDERS, INCREASING THE GROUP S
INDEBTEDNESS
28 TO AMEND THE COMPANY S ARTICLES OF Against Against Management
ASSOCIATION TO LIMIT THE COMPANY S
ABILITY TO MAKE ACQUISITIONS WITHOUT
APPROVAL BY SPECIAL RESOLUTION (SPECIAL
RESOLUTION)
--------------------------------------------------------------------------------
WYETH
Ticker: WYE Security ID: 983024100
Meeting Date: APR 24, 2008 Meeting Type: Annual
Record Date: MAR 3, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Robert M. Amen For For Management
2 Elect Director Michael J. Critelli For For Management
3 Elect Director Robert Essner For For Management
4 Elect Director John D. Feerick For For Management
5 Elect Director Frances D. Fergusson For For Management
6 Elect Director Victor F. Ganzi For For Management
7 Elect Director Robert Langer For For Management
8 Elect Director John P. Mascotte For For Management
9 Elect Director Raymond J. McGuire For For Management
10 Elect Director Mary Lake Polan For For Management
11 Elect Director Bernard Poussot For For Management
12 Elect Director Gary L. Rogers For For Management
13 Elect Director John R. Torell III For For Management
14 Ratify Auditors For For Management
15 Amend Omnibus Stock Plan For For Management
16 Amend Non-Employee Director Restricted For Against Management
Stock Plan
17 Report on Political Contributions Against For Shareholder
18 Claw-back of Payments under Restatements Against Against 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: December 4, 2008
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: December 4, 2008