| 1.1 | Elect Director Thomas Buberl | For |
| 1.2 | Elect Director Michael L. Eskew | Oppose |
| 1.3 | Elect Director David N. Farr | For |
| 1.4 | Elect Director Alex Gorsky | For |
| 1.5 | Elect Director Michelle J. Howard | For |
| 1.6 | Elect Director Arvind Krishna | Oppose |
| 1.7 | Elect Director Andrew N. Liveris | For |
| 1.8 | Elect Director Frederick William McNabb, III | For |
| 1.9 | Elect Director Martha E. Pollack | For |
| 1.10 | Elect Director Virginia M. Rometty | Oppose |
| 1.11 | Elect Director Joseph R. Swedish | For |
| 1.12 | Elect Director Sidney Taurel | For |
| 1.13 | Elect Director Peter R. Voser | For |
| 1.14 | Elect Director Frederick H. Waddell | Oppose |
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | Oppose |
| 3 | Advisory Vote on Executive Compensation | Oppose |
| 4 | Permit removal of directors by simple majority vote | For |
| 5 | Shareholder Resolution: Written Consent | For |
| 6 | Shareholder Resolution: Introduce an Independent Chairman Rule | For |
