| 1.1 | Elect Kathleen Q. Abernathy - Non-Executive Director | For |
| 1.2 | Elect George R. Brokaw - Non-Executive Director | For |
| 1.3 | Elect James DeFranco - Executive Director | For |
| 1.4 | Elect Cantey M. Ergen - Executive Director | For |
| 1.5 | Elect Charles W. Ergen - Chair (Executive) | Withhold |
| 1.6 | Elect Afshin Mohebbi - Non-Executive Director | For |
| 1.7 | Elect Tom A. Ortolf - Non-Executive Director | Withhold |
| 1.8 | Elect Joseph T. Proietti - Non-Executive Director | For |
| 2 | Ratify KPMG LLP as Auditors | Oppose |
| 3 | Amend and Re-state the 2001 Non-Employee Director Stock Option Plan | Oppose |
