| 1a | Elect Director Anthony K. Anderson | For |
| 1b | Elect Director Oscar Fanjul | For |
| 1c | Elect Director Daniel S. Glaser | For |
| 1d | Elect Director H. Edward Hanway | For |
| 1e | Elect Director Deborah C. Hopkins | For |
| 1f | Elect Director Elaine La Roche | For |
| 1g | Elect Director Steven A. Mills | For |
| 1h | Elect Director Bruce P. Nolop | For |
| 1i | Elect Director Marc D. Oken | For |
| 1j | Elect Director Morton O. Schapiro | For |
| 1k | Elect Director Lloyd M. Yates | For |
| 1l | Elect Director R. David Yost | For |
| 2 | Advisory Vote on Executive Compensation | Oppose |
| 3 | Ratify Deloitte & Touche LLP as Auditors | Oppose |
| 4 | Amend Qualified Employee Stock Purchase Plan | For |