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, 2009-June 30, 2010
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******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-21511
Reporting Period: 07/01/2009 - 06/30/2010
Lazard Global Total Return & Income Fund, Inc.
=================== Lazard Global Total Return & Income Fund ===================
BANK OF NEW YORK MELLON CORPORATION, THE
Ticker: BK Security ID: 064058100
Meeting Date: APR 13, 2010 Meeting Type: Annual
Record Date: FEB 12, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ruth E. Bruch For For Management
1.2 Elect Director Nicholas M. Donofrio For For Management
1.3 Elect Director Gerald L. Hassell For For Management
1.4 Elect Director Edmund F. Kelly For For Management
1.5 Elect Director Robert P. Kelly For For Management
1.6 Elect Director Richard J. Kogan For For Management
1.7 Elect Director Michael J. Kowalski For For Management
1.8 Elect Director John A. Luke, Jr. For For Management
1.9 Elect Director Robert Mehrabian For For Management
1.10 Elect Director Mark A. Nordenberg For For Management
1.11 Elect Director Catherine A. Rein For For Management
1.12 Elect Director William C. Richardson For For Management
1.13 Elect Director Samuel C. Scott III For For Management
1.14 Elect Director John P. Surma For For Management
1.15 Elect Director Wesley W. von Schack For For Management
2 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
3 Ratify Auditors For For Management
4 Provide for Cumulative Voting Against For Shareholder
5 Stock Retention/Holding Period Against For Shareholder
6 Submit Severance Agreement Against For Shareholder
(Change-in-Control) to Shareholder Vote
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BP PLC
Ticker: BP. Security ID: 055622104
Meeting Date: APR 15, 2010 Meeting Type: Annual
Record Date: FEB 19, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 To Receive The Directors Annual Report For For Management
And Accounts
2 To Approve The Directors Remuneration For For Management
Report
3 To Elect P Anderson As A Director For For Management
4 To Re-elect A Burgmans As A Director For For Management
5 To Re-elect C B Carroll As A Director For For Management
6 To Re-elect William Castell As A For For Management
Director
7 To Re-elect I C Conn As A Director For For Management
8 To Re-elect G David As A Director For For Management
9 To Elect I E L Davis As A Director For For Management
10 To Re-elect R Dudley As A Director For For Management
11 To Re-elect D J Flint As A Director For For Management
12 To Re-elect B E Grote As A Director For For Management
13 To Re-elect A B Hayward As A Director For For Management
14 To Re-elect A G Inglis As A Director For For Management
15 To Re-elect D S Julius As A Director For For Management
16 To Elect C-H Svanberg As A Director For For Management
17 To Reappoint Ernst & Young Llp As For For Management
Auditors And Authorize The board To Fix
Their Remuneration
18 To Adopt New Articles Of Association For For Management
19 To Give Limited Authority For The For For Management
Purchaseof Its Own Shares By The
Company
20 To Give Limited Authority To Allot For For Management
Shares Up To A Specified amount
21 To Give Authority To Allot A Limited For For Management
Number of Shares For Cash Free Of
Pre-emption Rights
22 To Authorize The Calling Of General For For Management
Meetings(excluding Annual General
Meetings) By Notice Of At Least 14
clear Days
23 To Approve The Renewal Of The Executive For For Management
Directors Incentive Plan
24 To Approve The Scrip Dividend Programme For For Management
25 Special Resolution: To Instruct A Against Against Shareholder
Committee Of The Board To Review The
Assumptions Behind The Sunrise Project
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BRISTOL-MYERS SQUIBB COMPANY
Ticker: BMY Security ID: 110122108
Meeting Date: MAY 4, 2010 Meeting Type: Annual
Record Date: MAR 11, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Lamberto Andreotti For For Management
2 Elect Director Lewis B. Campbell For For Management
3 Elect Director James M. Cornelius For For Management
4 Elect Director Louis J. Freeh For For Management
5 Elect Director Laurie H. Glimcher, M.D For For Management
6 Elect Director Michael Grobstein For For Management
7 Elect Director Leif Johansson For For Management
8 Elect Director Alan J. Lacy For For Management
9 Elect Director Vicki L. Sato, Ph.D. For For Management
10 Elect Director Togo D. West, Jr. For For Management
11 Elect Director R. Sanders Williams, For For Management
M.D.
12 Ratify Auditors For For Management
13 Provide Right to Call Special Meeting For For Management
14 Reduce Supermajority Vote Requirements For For Management
Applicable to Common Stock
15 Reduce Supermajority Vote Requirement For For Management
Applicable to Preferred Stock
16 Increase Disclosure of Executive Against Against Shareholder
Compensation
17 Provide Right to Act by Written Consent Against For Shareholder
18 Report and Set Goals Related to Animal Against Against Shareholder
Use and Testing
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CANON INC.
Ticker: 7751 Security ID: 138006309
Meeting Date: MAR 30, 2010 Meeting Type: Annual
Record Date: MAR 3, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Allocation of Income, With a For For Management
Final Dividend of JPY 55
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
3.1 Appoint Statutory Auditor For For Management
3.2 Appoint Statutory Auditor For Against Management
3.3 Appoint Statutory Auditor For Against Management
4 Approve Retirement Bonus Payment for For For Management
Directors
5 Approve Retirement Bonuses and Special For Against Management
Payments in Connection with Abolition
of Retirement Bonus System for
Statutory Auditors
6 Approve Payment of Annual Bonuses to For For Management
Directors
7 Approve Stock Option Plan For For Management
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CISCO SYSTEMS, INC.
Ticker: CSCO Security ID: 17275R102
Meeting Date: NOV 12, 2009 Meeting Type: Annual
Record Date: SEP 14, 2009
# 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 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 Arun Sarin For For Management
12 Elect Director Steven M. West For For Management
13 Elect Director Jerry Yang For For Management
14 Amend Omnibus Stock Plan For For Management
15 Amend Qualified Employee Stock Purchase For For Management
Plan
16 Ratify Auditors For For Management
17 Amend Bylaws to Establish a Board Against Against Shareholder
Committee on Human Rights
18 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
19 Report on Internet Fragmentation Against Against Shareholder
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CONOCOPHILLIPS
Ticker: COP Security ID: 20825C104
Meeting Date: MAY 12, 2010 Meeting Type: Annual
Record Date: MAR 15, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard L. Armitage For For Management
1.2 Elect Director Richard H. Auchinleck For For Management
1.3 Elect Director James E. Copeland, Jr. For For Management
1.4 Elect Director Kenneth M. Duberstein For For Management
1.5 Elect Director Ruth R. Harkin For For Management
1.6 Elect Director Harold W. Mcgraw III For For Management
1.7 Elect Director James J. Mulva For For Management
1.8 Elect Director Robert A. Niblock For For Management
1.9 Elect Director Harald J. Norvik For For Management
1.10 Elect Director William K. Reilly For For Management
1.11 Elect Director Bobby S. Shackouls For For Management
1.12 Elect Director Victoria J. Tschinkel For For Management
1.13 Elect Director Kathryn C. Turner For For Management
1.14 Elect Director William E. Wade, Jr. For For Management
2 Ratify Auditors For For Management
3 Report on Board Risk Management Against Against Shareholder
Oversight
4 Adopt Quantitative GHG Goals for Against For Shareholder
Products and Operations
5 Report on Environmental Impact of Oil Against For Shareholder
Sands Operations in Canada
6 Adopt Policy to Address Coastal Against Against Shareholder
Louisiana Environmental Impacts
7 Report on Financial Risks of Climate Against Against Shareholder
Change
8 Adopt Goals to Reduce Emission of TRI Against Against Shareholder
Chemicals
9 Amend EEO Policy to Prohibit Against For Shareholder
Discrimination Based on Sexual
Orientation and Gender Identity
10 Report on Political Contributions Against For Shareholder
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CREDIT SUISSE GROUP (FORMERLY CS HOLDING)
Ticker: CSGN Security ID: 225401108
Meeting Date: APR 30, 2010 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Receive Financial Statements and None None Management
Statutory Reports (Non-Voting)
1.2 Approve Remuneration Report For Against Management
1.3 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Discharge of Board and Senior For For Management
Management
3 Approve Allocation of Income and For For Management
Dividends of CHF 2 per Share
4 Amend Articles Re: Share Certificates For For Management
due to New Swiss Federal Act on
Intermediated Securities
5.1.1 Reelect Noreen Doyle as Director For For Management
5.1.2 Reelect Aziz Syriani as Director For For Management
5.1.3 Reelect David Syz as Director For For Management
5.1.4 Reelect Peter Weibel as Director For For Management
5.1.5 Elect Jassim Al Thani as Director For For Management
5.1.6 Elect Robert Benmosche as Director For For Management
5.2 Ratify KPMG AG as Auditors For For Management
5.3 Ratify BDO Visura as Special Auditors For For Management
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CRH PLC
Ticker: CRG Security ID: 12626K203
Meeting Date: MAY 5, 2010 Meeting Type: Annual
Record Date: MAR 26, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 Consideration Of Financial Statements For For Management
And Reports Of Directors and Auditors
2 Declaration Of A Dividend For For Management
3 Consideration Of Report On Directors For For Management
Remuneration
4 Re-election Of Director: U.h. Felcht For For Management
5 Re-election Of Director: D.n. O Connor For For Management
6 Re-election Of Director: W.i. O Mahony For For Management
7 Re-election Of Director: J.w. Kennedy 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 For For Management
Shares
11 Authority To Re-issue Treasury Shares For For Management
12 Notice Period For Extraordinary General For For Management
Meetings
13 New Share Option Schemes For For Management
14 New Savings-related Share Option For For Management
Schemes
15 Amendments To Articles Of Association For For Management
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DIAGEO PLC
Ticker: DGE Security ID: 25243Q205
Meeting Date: OCT 14, 2009 Meeting Type: Annual
Record Date: SEP 4, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Report And Accounts 2009 For For Management
2 Directors Remuneration Report 2009 For For Management
3 Declaration Of Final Dividend For For Management
4 Re-election Of LM Danon As A Director For For Management
5 Re-election Of Lord Hollick As A For For Management
Director
6 Re-election Of PS Walsh As A Director For For Management
7 Election Of PB Bruzelius As A Director For For Management
8 Election Of BD Holden As A Director For For Management
9 Re-appointment Of Auditor For For Management
10 Remuneration Of Auditor For For Management
11 Authority To Allot Shares For For Management
12 Disapplication Of Pre-emption Rights For For Management
13 Authority To Purchase Own Ordinary For For Management
Shares
14 Authority To Make Political Donations For For Management
And/or To Incur Political Expenditure
In The EU.
15 Adoption Of The Diageo Plc 2009 For For Management
Discretionary Incentive Plan
16 Adoption Of The Diageo Plc 2009 For For Management
Executive Long Term Incentive Plan
17 Adoption Of The Diageo Plc For For Management
International Sharematch Plan 2009
18 Authority To Establish International For For Management
Share Plans
19 Adoption Of The Diageo Plc 2009 Irish For For Management
Sharesave Plan
20 Amendments To The Rules Of Diageo Plc For For Management
Executive Share Option Plan
21 Amendments To The Rules Of Diageo Plc For For Management
2008 Senior Executive Share Option Plan
22 Amendments To The Rules Of Diageo Plc For For Management
Senior Executive Share Option Plan
23 Reduced Notice Of A General Meeting For For Management
Other Than An Annual General Meeting
24 Adoption Of Articles Of Association For For Management
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EXXON MOBIL CORPORATION
Ticker: XOM Security ID: 30231G102
Meeting Date: MAY 26, 2010 Meeting Type: Annual
Record Date: APR 6, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director M.J. Boskin For For Management
1.2 Elect Director P. Brabeck-Letmathe For For Management
1.3 Elect Director L.R. Faulkner For For Management
1.4 Elect Director J.S. Fishman For For Management
1.5 Elect Director K.C. Frazier For For Management
1.6 Elect Director W.W. George For For Management
1.7 Elect Director M.C. Nelson For For Management
1.8 Elect Director S.J. Palmisano For For Management
1.9 Elect Director S.C. Reinemund For For Management
1.10 Elect Director R.W. Tillerson For For Management
1.11 Elect Director E.E. Whitacre, Jr. For For Management
2 Ratify Auditors For For Management
3 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
4 Reincorporate in Another State [from Against Against Shareholder
New Jersey to North Dakota]
5 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
6 Amend EEO Policy to Prohibit Against For Shareholder
Discrimination based on Sexual
Orientation and Gender Identity
7 Adopt Policy on Human Right to Water Against Against Shareholder
8 Adopt Policy to Address Coastal Against Against Shareholder
Louisiana Environmental Impacts
9 Report on Environmental Impact of Oil Against For Shareholder
Sands Operations in Canada
10 Report on Environmental Impacts of Against For Shareholder
Natural Gas Fracturing
11 Report on Energy Technologies Against Against Shareholder
Development
12 Adopt Quantitative GHG Goals from Against For Shareholder
Products and Operations
13 Report on Risks of Alternative Against Against Shareholder
Long-term Fossil Fuel Demand Estimates
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GDF SUEZ
Ticker: GSZ Security ID: 36160B105
Meeting Date: MAY 3, 2010 Meeting Type: Annual/Special
Record Date: MAR 29, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Financial Statements and For For Management
Statutory Reports
2 Accept Consolidated Financial For For Management
Statements and Statutory Reports
3 Approve Allocation of Income and For For Management
Dividends of EUR 1.47 per Share
4 Approve Auditors' Special Report For For Management
Regarding Related-Party Transactions
5 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
6 Authorize Issuance of Equity or For For Management
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 250 Million
7 Authorize Issuance of Equity or For For Management
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 250 Million
8 Approve Issuance of Shares up to 20 For For Management
Percent of Issued Capital Per Year for
a Private Placement, up to Aggregate
Nominal Amount of EUR 250 Million
9 Authorize Board to Increase Capital in For For Management
the Event of Additional Demand Related
to Delegation Submitted to Shareholder
Vote Above Under Items 6, 7 and 8
10 Authorize Capital Increase of up to 10 For For Management
Percent of Issued Capital for Future
Acquisitions
11 Approve Employee Stock Purchase Plan For For Management
12 Approve Employee Stock Purchase Plan For For Management
for International Employees
13 Set Global Limit for Capital Increase For For Management
to Result from All Issuance Requests
under Items 6 to 12 at EUR 310 Million
14 Authorize Capitalization of Reserves For For Management
for Bonus Issue or Increase in Par
Value
15 Approve Reduction in Share Capital via For For Management
Cancellation of Repurchased Shares
16 Authorize up to 0.5 Percent of Issued For For Management
Capital for Use in Stock Option Plan
17 Authorize up to 0.5 Percent of Issued For Against Management
Capital for Use in Restricted Stock
Plan
18 Authorize Filing of Required For For Management
Documents/Other Formalities
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GENERAL ELECTRIC COMPANY
Ticker: GE Security ID: 369604103
Meeting Date: APR 28, 2010 Meeting Type: Annual
Record Date: MAR 1, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director W. Geoffrey Beattie For For Management
2 Elect Director James I. Cash, Jr. For For Management
3 Elect Director William M. Castell For For Management
4 Elect Director Ann M. Fudge For For 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. (A.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 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
20 Require Independent Board Chairman Against For Shareholder
21 Report on Pay Disparity Against Against Shareholder
22 Adopt Policy Prohibiting Certain Against Against Shareholder
Directors from Serving on Key Board
Committees
23 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 6, 2010 Meeting Type: Annual
Record Date: MAR 9, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 To Receive And Adopt The Directors For For Management
Report And The Financialstatements
2 To Approve The Remuneration Report For For Management
3 To Re-elect Dr Stephanie Burns As A For For Management
Director
4 To Re-elect Mr Julian Heslop As A For For Management
Director
5 To Re-elect Sir Deryck Maughan As A For For Management
Director
6 To Re-elect Dr Daniel Podolsky As A For For Management
Director
7 To Re-elect Sir Robert Wilson As A For For Management
Director
8 Re-appointment Of Auditors For For Management
9 Remuneration Of Auditors For For Management
10 To Authorise The Company And Its For For Management
Subsidiaries To Make Donations to
Political Organisations And Incur
Political Expenditure
11 Authority To Allot Shares For For Management
12 Disapplication Of Pre-emption Rights For For Management
13 Authority For The Company To Purchase For For Management
Its Own Shares
14 Exemption From Statement Of Senior For For Management
Statutory Auditor's Name
15 Reduced Notice Of A General Meeting For For Management
Other Than An Agm
16 Adopt New Articles Of Association For For Management
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HOME DEPOT, INC., THE
Ticker: HD Security ID: 437076102
Meeting Date: MAY 20, 2010 Meeting Type: Annual
Record Date: MAR 22, 2010
# 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 Bonnie G. Hill For For Management
9 Elect Director Karen L. Katen For For Management
10 Ratify Auditors For For Management
11 Amend Omnibus Stock Plan For For Management
12 Provide for Cumulative Voting Against For Shareholder
13 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
14 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
15 Provide Right to Act by Written Consent Against For Shareholder
16 Require Independent Board Chairman Against Against Shareholder
17 Prepare Employment Diversity Report Against For Shareholder
18 Reincorporate in Another State [from Against Against Shareholder
Delaware to North Dakota]
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HSBC HOLDINGS PLC
Ticker: HSBA Security ID: 404280406
Meeting Date: MAY 28, 2010 Meeting Type: Annual
Record Date: MAR 30, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Remuneration Report For For Management
3a Re-elect Rona Fairhead as Director For For Management
3b Re-elect Michael Geoghegan as Director For For Management
3c Re-elect Stephen Green as Director For For Management
3d Re-elect Gwyn Morgan as Director For For Management
3e Re-elect Nagavara Murthy as Director For For Management
3f Re-elect Simon Robertson as Director For For Management
3g Re-elect John Thornton as Director For For Management
3h Re-elect Sir Brian Williamson as For For Management
Director
4 Reappoint KPMG Audit plc as Auditors For For Management
and Authorise Their Remuneration
5 Authorise Issue of Equity with For For Management
Pre-emptive Rights
6 Authorise Issue of Equity without For For Management
Pre-emptive Rights
7 Amend Articles of Association For For Management
8 Approve UK Share Incentive Plan For For Management
9 Authorise the Company to Call EGM with For For Management
Two Weeks' Notice
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INTERNATIONAL BUSINESS MACHINES CORPORATION
Ticker: IBM Security ID: 459200101
Meeting Date: APR 27, 2010 Meeting Type: Annual
Record Date: FEB 26, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director A. J. P. Belda For For Management
2 Elect Director C. Black For For Management
3 Elect Director W. R. Brody For For Management
4 Elect Director K. I. Chenault For For Management
5 Elect Director M. L. Eskew For For Management
6 Elect Director S. A. Jackson For For Management
7 Elect Director A. N. Liveris For For Management
8 Elect Director W. J. McNerney, Jr. For For Management
9 Elect Director T. Nishimuro For For Management
10 Elect Director J. W. Owens For For Management
11 Elect Director S. J. Palmisano For For Management
12 Elect Director J. E. Spero For For Management
13 Elect Director S. Taurel For For Management
14 Elect Director L. H. Zambrano For For Management
15 Ratify Auditors For For Management
16 Adopt Policy on Bonus Banking Against Against Shareholder
17 Provide for Cumulative Voting Against For Shareholder
18 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
19 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
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JOHNSON & JOHNSON
Ticker: JNJ Security ID: 478160104
Meeting Date: APR 22, 2010 Meeting Type: Annual
Record Date: FEB 23, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Mary Sue Coleman For For Management
2 Elect Director James G. Culien For For Management
3 Elect Director Michael M. E. Johns For For Management
4 Elect Director Susan L. Lindquist For For Management
5 Elect Director Anne M. Mulcahy For For Management
6 Elect Director Lea F. Mullin For For Management
7 Elect Director William D. Perez For For Management
8 Elect Director Charles Prince For For Management
9 Elect Director David Satcher For For Management
10 Elect Director William C. Welcon For For Management
11 Ratify Auditors For For Management
12 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
13 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
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JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 18, 2010 Meeting Type: Annual
Record Date: MAR 19, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Crandall C. Bowles For For Management
1.2 Elect Director Stephen B. Burke For For Management
1.3 Elect Director David M. Cote For For Management
1.4 Elect Director James S. Crown For For Management
1.5 Elect Director James Dimon For For Management
1.6 Elect Director Ellen V. Futter For For Management
1.7 Elect Director William H. Gray, III For For Management
1.8 Elect Director Laban P. Jackson, Jr. For For Management
1.9 Elect Director David C. Novak For For Management
1.10 Elect Director Lee R. Raymond For For Management
1.11 Elect Director William C. Weldon For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Affirm Political Non-Partisanship Against Against Shareholder
5 Amend Bylaws-- Call Special Meetings Against For Shareholder
6 Report on Collateral in Derivatives Against Against Shareholder
Trading
7 Provide Right to Act by Written Consent Against Against Shareholder
8 Require Independent Board Chairman Against For Shareholder
9 Report on Pay Disparity Against Against Shareholder
10 Stock Retention/Holding Period Against Against Shareholder
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MEAD JOHNSON NUTRITION COMPANY
Ticker: MJN Security ID: 582839106
Meeting Date: MAY 11, 2010 Meeting Type: Annual
Record Date: MAR 22, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen W. Golsby For For Management
1.2 Elect Director Dr. Steven M. Altschuler For Withhold Management
1.3 Elect Director Howard B. Bernick For For Management
1.4 Elect Director James M. Cornelius For For Management
1.5 Elect Director Peter G. Ratcliffe For For Management
1.6 Elect Director Dr. Elliott Sigal For For Management
1.7 Elect Director Robert S. Singer For For Management
1.8 Elect Director Kimberly A. Casiano For For Management
1.9 Elect Director Anna C. Catalano For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
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MICROSOFT CORPORATION
Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 19, 2009 Meeting Type: Annual
Record Date: SEP 4, 2009
# 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 Dina Dublon For For Management
4 Elect Director Raymond V. Gilmartin For For Management
5 Elect Director Reed Hastings For For Management
6 Elect Director Maria Klawe 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 Ratify Auditors For For Management
11 Permit Right to Call Special Meeting For For Management
12 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
13 Adopt Principles for Health Care Reform Against For Shareholder
14 Report on Charitable Contributions Against Against Shareholder
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MITSUBISHI UFJ FINANCIAL GROUP
Ticker: 8306 Security ID: 606822104
Meeting Date: JUN 29, 2010 Meeting Type: Annual
Record Date: MAR 30, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Allocation of Income, with a For For Management
Final Dividend of JPY 6
2.1 Elect Director Takamune Okihara For For Management
2.2 Elect Director Kinya Okauchi For For Management
2.3 Elect Director Katsunori Nagayasu For For Management
2.4 Elect Director Kyouta Ohmori For For Management
2.5 Elect Director Hiroshi Saitou For For Management
2.6 Elect Director Nobushige Kamei For For Management
2.7 Elect Director Masao Hasegawa For For Management
2.8 Elect Director Fumiyuki Akikusa For For Management
2.9 Elect Director Kazuo Takeuchi For For Management
2.10 Elect Director Nobuyuki Hirano For For Management
2.11 Elect Director Shunsuke Teraoka For For Management
2.12 Elect Director Kaoru Wachi For For Management
2.13 Elect Director Takashi Oyamada For For Management
2.14 Elect Director Ryuuji Araki For For Management
2.15 Elect Director Kazuhiro Watanabe For For Management
2.16 Elect Director Takuma Ohtoshi For For Management
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NESTLE SA
Ticker: NESN Security ID: 641069406
Meeting Date: APR 15, 2010 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Accept Financial Statements and For For Management
Statutory Reports
1.2 Approve Remuneration Report For For Management
2 Approve Discharge of Board and Senior For For Management
Management
3 Approve Allocation of Income and For For Management
Dividends of CHF 1.60 per Share
4.1.1 Reelect Andre Kudelski as Director For For Management
4.1.2 Reelect Jean-Rene Fourtou as Director For For Management
4.1.3 Reelect Steven Hoch as Director For For Management
4.1.4 Reelect Peter Brabeck-Letmathe as For For Management
Director
4.2.1 Elect Titia de Lange as Director For For Management
4.2.2 Elect Jean-Pierre Roth as Director For For Management
4.3 Ratify KPMG AG as Auditors For For Management
5 Approve CHF 18.5 Million Reduction in For For Management
Share Capital via Cancellation of
Repurchased Shares
6 Amend Articles Re: Share Certificates For For Management
due to New Swiss Federal Act on
Intermediated Securities
7 Mark the box at the right if you wish None Against Management
to give a Proxy to the independent
representative, Mr. Jean-Ludovic
Hartmann
--------------------------------------------------------------------------------
NOKIA CORP.
Ticker: NOK1V Security ID: 654902204
Meeting Date: MAY 6, 2010 Meeting Type: Annual
Record Date: APR 26, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 Open Meeting None None Management
2 Calling the Meeting to Order None None Management
3 Designate Inspector or Shareholder None None Management
Representative(s) of Minutes of Meeting
4 Acknowledge Proper Convening of Meeting None None Management
5 Prepare and Approve List of None None Management
Shareholders
6 Receive Financial Statements and None None Management
Statutory Reports, the Board's Report,
and the Auditor's Report; Receive
Review by the CEO
7 Accept Financial Statements and For For Management
Statutory Reports
8 Approve Allocation of Income and For For Management
Dividends of EUR 0.40 Per Share
9 Approve Discharge of Board and For For Management
President
10 Approve Remuneration of Directors in For For Management
the Amount of EUR 440,000 for Chairman,
EUR 150,000 for Vice Chairman, and EUR
130,000 for Other Directors; Approve
Remuneration for Committee Work
11 Fix Number of Directors at 10 For For Management
12 Reelect Lalita Gupte, Bengt Holmstrom, For For Management
Henning Kagermann, Olli-Pekka
Kallasvuo, Per Karlsson, Isabel
Marey-Semper, Jorma Ollila, Marjorie
Scardino, Risto Siilasmaa, and Keijo
Suila as Directors
13 Approve Remuneration of Auditors For For Management
14 Ratify PricewaterhouseCoopers Oy as For For Management
Auditors
15 Amend Articles Re: Amend Corporate For For Management
Purpose; Amend Method of Convening
General Meetings
16 Authorize Repurchase of up to 360 For For Management
Million Issued Shares
17 Approve Issuance of up to 740 Million For For Management
Shares without Preemptive Rights
18 Close Meeting None None Management
--------------------------------------------------------------------------------
NOMURA HOLDINGS INC.
Ticker: 8604 Security ID: 65535H208
Meeting Date: JUN 25, 2010 Meeting Type: Annual
Record Date: MAR 30, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Junichi Ujiie For For Management
1.2 Elect Director Kenichi Watanabe For For Management
1.3 Elect Director Takumi Shibata For For Management
1.4 Elect Director Masanori Itatani For For Management
1.5 Elect Director Masanori Nishimatsu For For Management
1.6 Elect Director Haruo Tsuji For For Management
1.7 Elect Director Hajime Sawabe For For Management
1.8 Elect Director Tsuguoki Fujinuma For For Management
1.9 Elect Director Hideaki Kubori For For Management
1.10 Elect Director Masahiro Sakane For For Management
1.11 Elect Director Colin Marshall For For Management
1.12 Elect Director Clara Furse For For Management
--------------------------------------------------------------------------------
NOVARTIS AG
Ticker: NOVN Security ID: 66987V109
Meeting Date: FEB 26, 2010 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports, Including
Remuneration Report
2 Approve Discharge of Board and Senior For For Management
Management
3 Approve Allocation of Income and For For Management
Dividends of CHF 2.10 per Share
4.1 Amend Articles Re: Compliance with For For Management
Swiss Federal Act on Intermediated
Securites
4.2 Amend Articles Re: Introduction of a For For Management
Consultative Resolution on the
Remuneration System
5.1 Reelect Marjorie M.T. Yang as Director For For Management
5.2 Reelect Daniel Vasella as Director For For Management
5.3 Reelect Hans-Joerg Rudloff as Director For For Management
6 Ratify PricewaterhouseCoopers as For For Management
Auditors
7 Additional And/or Counter-proposals For Against Management
Presented At The Meeting
--------------------------------------------------------------------------------
ORACLE CORP.
Ticker: ORCL Security ID: 68389X105
Meeting Date: OCT 7, 2009 Meeting Type: Annual
Record Date: AUG 10, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey S. Berg For For Management
1.2 Elect Director H. Raymond Bingham For For Management
1.3 Elect Director Michael J. Boskin For For Management
1.4 Elect Director Safra A. Catz For For Management
1.5 Elect Director Bruce R. Chizen For For Management
1.6 Elect Director George H. Conrades For For Management
1.7 Elect Director Lawrence J. Ellison For For Management
1.8 Elect Director Hector Garcia-Molina For For Management
1.9 Elect Director Jeffrey O. Henley For For Management
1.10 Elect Director Donald L. Lucas For For Management
1.11 Elect Director Charles E. Phillips, Jr. For For Management
1.12 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 Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
5 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
6 Stock Retention/Holding Period Against For Shareholder
--------------------------------------------------------------------------------
PFIZER INC.
Ticker: PFE Security ID: 717081103
Meeting Date: APR 22, 2010 Meeting Type: Annual
Record Date: FEB 23, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Dennis A. Ausiello For For Management
2 Elect Director Michael S. Brown For For Management
3 Elect Director M. Anthony Burns For For Management
4 Elect Director Robert N. Burt For For Management
5 Elect Director W. Don Cornwell For For Management
6 Elect Director Frances D. Fergusson For For Management
7 Elect Director William H. Gray III For For Management
8 Elect Director Constance J. Horner For For Management
9 Elect Director James M. Kilts For For Management
10 Elect Director Jeffrey B. Kindler For For Management
11 Elect Director George A. Lorch For For Management
12 Elect Director John P. Mascotte For For Management
13 Elect Director Suzanne Nora Johnson For For Management
14 Elect Director Stephen W. Sanger For For Management
15 Elect Director William C. Steere, Jr. For For Management
16 Ratify Auditors For For Management
17 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
18 Provide Right to Call Special Meeting For For Management
19 Prohibit Executive Stock-Based Awards Against Against Shareholder
--------------------------------------------------------------------------------
SANOFI AVENTIS
Ticker: SAN Security ID: 80105N105
Meeting Date: MAY 17, 2010 Meeting Type: Annual/Special
Record Date: APR 7, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Financial Statements and For For Management
Statutory Reports
2 Accept Consolidated Financial For For Management
Statements and Statutory Reports
3 Approve Allocation of Income and For For Management
Dividends of EUR 2.40 per Share
4 Receive Auditors' Special Report For For Management
Mentioning the Absence of New
Related-Party Transactions
5 Ratify Appointment of Serge Weinberg as For For Management
Director
6 Elect Catherine Brechignac as Director For For Management
7 Reelect Robert Castaigne as Director For For Management
8 Reelect Lord Douro as Director For For Management
9 Reelect Christian Mulliez as Director For For Management
10 Reelect Christopher Viehbacher as For For Management
Director
11 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
12 Amend Articles 11 of Bylaws Re: For For Management
Shareholding Requirements and Length of
Term for Directors
13 Authorize Filing of Required For For Management
Documents/Other Formalities
--------------------------------------------------------------------------------
TOTAL SA
Ticker: FP Security ID: 89151E109
Meeting Date: MAY 21, 2010 Meeting Type: Annual/Special
Record Date: APR 13, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Financial Statements and For For Management
Statutory Reports
2 Accept Consolidated Financial For For Management
Statements and Statutory Reports
3 Approve Allocation of Income and For For Management
Dividends of EUR 2.28 per Share
4 Approve Auditors' Special Report For For Management
Regarding Related-Party Transactions
5 Approve Transaction with Christophe de For Against Management
Margerie Re: Severance Payment
6 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
7 Reelect Thierry Desmarest as Director For For Management
8 Reelect Thierry de Rudder as Director For For Management
9 Elect Gunnar Brock as Director For For Management
10 Elect Claude Clement as Representative For For Management
of Employee Shareholders to the Board
11 Elect Philippe Marchandise as Against For Management
Representative of Employee Shareholders
to the Board
12 Elect Mohammed Zaki as Representative Against For Management
of Employee Shareholders to the Board
13 Reelect Ernst & Young Audit as Auditor For For Management
14 Reelect KPMG Audit as Auditor For For Management
15 Ratify Auditex as Alternate Auditor For For Management
16 Ratify KPMG Audit I.S. as Alternate For For Management
Auditor
17 Authorize Issuance of Equity or For For Management
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 2.5 Billion
18 Authorize Issuance of Equity or For For Management
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 850 million
19 Authorize Capital Increase of up to 10 For For Management
Percent of Issued Capital for Future
Acquisitions
20 Approve Employee Stock Purchase Plan For For Management
21 Authorize up to 0.1 Percent of Issued For For Management
Capital for Use in Stock Option Plan
A Amend Article 9 of Bylaws Re: Mutual Against Against Shareholder
Fund
--------------------------------------------------------------------------------
UBS AG *
Ticker: UBSN Security ID: H89231338
Meeting Date: APR 14, 2010 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Accept Financial Statements and For Did Not Vote Management
Statutory Reports
1.2 Approve Remuneration Report For Did Not Vote Management
2 Approve Treatment of Net Loss For Did Not Vote Management
3.1 Approve Discharge of Board and Senior For Did Not Vote Management
Management for Fiscal 2009
3.2 Approve Discharge of Board and Senior For Did Not Vote Management
Management for Fiscal 2008
3.3 Approve Discharge of Board and Senior For Did Not Vote Management
Management for Fiscal 2007
4 Amend Articles Re: Share Certificates For Did Not Vote Management
due to New Swiss Federal Act on
Intermediated Securities
5.1a Reelect Kaspar Villiger as Director For Did Not Vote Management
5.1b Reelect Sally Bott as Director For Did Not Vote Management
5.1c Reelect Michel Demare as Director For Did Not Vote Management
5.1d Reelect Rainer-Marc Frey as Director For Did Not Vote Management
5.1e Reelect Bruno Gehrig as Director For Did Not Vote Management
5.1f Reelect Ann Godbehere as Director For Did Not Vote Management
5.1g Reelect Axel Lehmann as Director For Did Not Vote Management
5.1h Reelect Helmut Panke as Director For Did Not Vote Management
5.1i Reelect William Parrett as Director For Did Not Vote Management
5.1j Reelect David Sidwell as Director For Did Not Vote Management
5.2 Elect Wolfgang Mayrhuber as Director For Did Not Vote Management
5.3 Ratify Ernst & Young AG as Auditors For Did Not Vote Management
6 Approve Creation of CHF 38 Million Pool For Did Not Vote Management
of Capital for Issuance of Convertible
Bonds and/or Bonds with Warrants
Attached without Preemptive Rights
--------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORPORATION
Ticker: UTX Security ID: 913017109
Meeting Date: APR 14, 2010 Meeting Type: Annual
Record Date: FEB 16, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Louis R. Chenevert For For Management
1.2 Elect Director John V. Faraci For For Management
1.3 Elect Director Jean-Pierre Garnier, For For Management
Ph.D.
1.4 Elect Director Jamie S. Gorelick For For Management
1.5 Elect Director Carlos M. Gutierrez For For Management
1.6 Elect Director Edward A. Kangas For For Management
1.7 Elect Director Charles R. Lee For For Management
1.8 Elect Director Richard D. McCormick For For Management
1.9 Elect Director Harold McGraw, III For For Management
1.10 Elect Director Richard B. Myers For For Management
1.11 Elect Director H. Patrick Swygert For For Management
1.12 Elect Director Andre Villeneuve For For Management
1.13 Elect Director Christine Todd Whitman For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
--------------------------------------------------------------------------------
VODAFONE GROUP PLC
Ticker: VOD Security ID: 92857W209
Meeting Date: JUL 28, 2009 Meeting Type: Annual
Record Date: JUN 1, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Re-elect Sir John Bond as Director For For Management
3 Re-elect John Buchanan as Director For For Management
4 Re-elect Vittorio Colao as Director For For Management
5 Elect Michel Combes as Director For For Management
6 Re-elect Andy Halford as Director For For Management
7 Re-elect Alan Jebson as Director For For Management
8 Elect Samuel Jonah as Director For For Management
9 Re-elect Nick Land as Director For For Management
10 Re-elect Anne Lauvergeon as Director For For Management
11 Re-elect Simon Murray as Director For For Management
12 Elect Stephen Pusey as Director For For Management
13 Re-elect Luc Vandevelde as Director For For Management
14 Re-elect Anthony Watson as Director For For Management
15 Re-elect Philip Yea as Director For For Management
16 Approve Final Dividend of 5.20 Pence For For Management
Per Ordinary Share
17 Approve Remuneration Report For For Management
18 Reappoint Deloitte LLP as Auditors of For For Management
the Company
19 Authorise the Audit Committee to Fix For For Management
Remuneration of Auditors
20 Authorise Issue of Equity or For For Management
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of USD 1,193,532,658
21 Subject to the Passing of Resolution For For Management
20, Authorise Issue of Equity or
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of USD 330,323,367
22 Authorise 5,200,000,000 Ordinary Shares For For Management
for Market Purchase
23 Adopt New Articles of Association For For Management
24 Approve That a General Meeting Other For For Management
Than an Annual General Meeting May Be
Called on Not Less Than 14 Clear Days'
Notice
--------------------------------------------------------------------------------
WYETH
Ticker: WYE Security ID: 983024100
Meeting Date: JUL 20, 2009 Meeting Type: Annual
Record Date: JUN 5, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For Against Management
3.1 Elect Director Robert M. Amen For For Management
3.2 Elect Director Michael J. Critelli For For Management
3.3 Elect Director Frances D. Fergusson For For Management
3.4 Elect Director Victor F. Ganzi For For Management
3.5 Elect Director Robert Langer For For Management
3.6 Elect Director John P. Mascotte For For Management
3.7 Elect Director Raymond J. McGuire For For Management
3.8 Elect Director Mary Lake Polan For For Management
3.9 Elect Director Bernard Poussot For For Management
3.10 Elect Director Gary L. Rogers For For Management
3.11 Elect Director John R. Torell III For For Management
4 Ratify Auditors For For Management
5 Report on Political Contributions Against For Shareholder
6 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
========== 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 9, 2010
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 9, 2010