UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-21621

Name of Fund: Defined Strategy Fund Inc. (DSF)

Fund Address: 2 World Financial Center, 7(th) Floor, New York, NY 10281

Name and address of agent for service: Justin C. Ferri, Chief Executive

Officer, Defined Strategy

Fund Inc., 2 World Financial Center, 7th Floor, New York, NY 10281

Registrant's telephone number, including area code: (877) 449-4742

Date of fiscal year end: 9/30

Date of reporting period: 07/01/2008 -- 06/30/2009

Item 1 -- Proxy Voting Record -- Attached hereto.

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.

Defined Strategy Fund Inc.

By: /s/ Justin C. Ferri

Justin C. Ferri

Chief Executive Officer of

Defined Strategy Fund Inc.

Date: August 21, 2009

******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-21621
Reporting Period: 07/01/2008 - 06/30/2009 Defined Strategy Fund Inc.

======================= DEFINED STRATEGY FUND INC. (DSF) =======================

ADOBE SYSTEMS INC.

Ticker: ADBE Security ID: 00724F101
Meeting Date: APR 1, 2009 Meeting Type: Annual
Record Date: FEB 9, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Robert K. Burgess For For Management
2 Elect Director Carol Mills For For Management
3 Elect Director Daniel Rosensweig For For Management
4 Elect Director Robert Sedgewick For For Management
5 Elect Director John E. Warnock For For Management
6 Amend Omnibus Stock Plan For For Management
7 Ratify Auditors For For Management


AES CORP., THE

Ticker: AES Security ID: 00130H105 Meeting Date: APR 23, 2009 Meeting Type: Annual

Record Date: MAR 6, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Samuel W. Bodman, III For For Management
1.2 Elect Director Paul Hanrahan For For Management
1.3 Elect Director Kristina M. Johnson For For Management
1.4 Elect Director Tarun Khanna For For Management
1.5 Elect Director John A. Koskinen For For Management
1.6 Elect Director Philip Lader For For Management
1.7 Elect Director Sandra O. Moose For For Management
1.8 Elect Director John B. Morse, Jr. For For Management
1.9 Elect Director Philip A. Odeen For For Management
1.10 Elect Director Charles O. Rossotti For For Management
1.11 Elect Director Sven Sandstrom For For Management
2 Ratify Auditors For For Management


ALCOA INC.

Ticker: AA Security ID: 013817101
Meeting Date: MAY 8, 2009 Meeting Type: Annual
Record Date: FEB 11, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kathryn S. Fuller For For Management
1.2 Elect Director Judith M. Gueron For For Management
1.3 Elect Director Patricia F. Russo For For Management
1.4 Elect Director Ernesto Zedillo For For Management

2 Ratify Auditor For For Management
3 Approve Omnibus Stock Plan For For Management
4 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter


ALLIANCE DATA SYSTEMS CORP.

Ticker: ADS Security ID: 018581108
Meeting Date: JUN 15, 2009 Meeting Type: Annual
Record Date: APR 16, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edward J. Heffernan For For Management
1.2 Elect Director Robert A. Minicucci For For Management
1.3 Elect Director J. Michael Parks For For Management
2 Ratify Auditors For For Management


APPLE INC.

Ticker: AAPL Security ID: 037833100
Meeting Date: FEB 25, 2009 Meeting Type: Annual
Record Date: DEC 29, 2008

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William V. Campbell For For Management
1.2 Elect Director Millard S. Drexler For For Management
1.3 Elect Director Albert A. Gore, Jr. For For Management
1.4 Elect Director Steven P. Jobs For For Management
1.5 Elect Director Andrea Jung For For Management
1.6 Elect Director A.D. Levinson For For Management
1.7 Elect Director Eric E. Schmidt For For Management
1.8 Elect Director Jerome B. York For For Management
2 Report on Political Contributions Against Against Shareholder
3 Adopt Principles for Health Care Reform Against Against Shareholder
4 Prepare Sustainability Report Against Against Shareholder
5 Advisory Vote to Ratify Named Executive Against For Shareholder
 Officers' Compensation


AT&T INC

Ticker: T Security ID: 00206R102 Meeting Date: APR 24, 2009 Meeting Type: Annual

Record Date: FEB 25, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Randall L. Stephenson For For Management
1.2 Elect Director William F. Aldinger III For Against Management
1.3 Elect Director Gilbert F. Amelio For Against Management
1.4 Elect Director Reuben V. Anderson For For Management
1.5 Elect Director James H. Blanchard For Against Management
1.6 Elect Director August A. Busch III For For Management
1.7 Elect Director Jaime Chico Pardo For For Management
1.8 Elect Director James P. Kelly For For Management
1.9 Elect Director Jon C. Madonna For For Management
1.10 Elect Director Lynn M. Martin For For Management
1.11 Elect Director John B. McCoy For For Management
1.12 Elect Director Mary S. Metz For For Management
1.13 Elect Director Joyce M. Roche For For Management
1.14 Elect Director Laura D Andrea Tyson For For Management
1.15 Elect Director Patricia P. Upton For Against Management
2 Ratify Auditors For For Management
3 Increase Authorized Common Stock For For Management
4 Report on Political Contributions Against For Shareholder
5 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
 Special Meetings
6 Provide for Cumulative Voting Against For Shareholder
7 Require Independent Board Chairman Against For Shareholder
8 Advisory Vote to Ratify Named Executive Against For Shareholder
 Officers' Compensation
9 Exclude Pension Credits ftom Earnings Against For Shareholder
 Performance Measure


AUTODESK, INC.

Ticker: ADSK Security ID: 052769106 Meeting Date: JUN 11, 2009 Meeting Type: Annual

Record Date: APR 14, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Carl Bass For For Management
1.2 Elect Director Crawford W. Beveridge For For Management
1.3 Elect Director J. Hallam Dawson For For Management
1.4 Elect Director Per-Kristian Halvorsen For For Management
1.5 Elect Director Sean M. Maloney For For Management
1.6 Elect Director Elizabeth A. Nelson For For Management
1.7 Elect Director Charles J. Robel For For Management
1.8 Elect Director Steven M. West For For Management

2 Ratify Auditors For For Management
3 Approve Non-Employee Director Omnibus For For Management Stock Plan


BANK OF AMERICA CORP.

Ticker: BAC Security ID: 060505104 Meeting Date: APR 29, 2009 Meeting Type: Annual

Record Date: MAR 4, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William Barnet, III For For Management
1.2 Elect Director Frank P. Bramble, Sr. For Against Management
1.3 Elect Director Virgis W. Colbert For For Management
1.4 Elect Director John T. Collins For For Management
1.5 Elect Director Gary L. Countryman For For Management
1.6 Elect Director Tommy R. Franks For For Management
1.7 Elect Director Charles K. Gifford For For Management
1.8 Elect Director Kenneth D. Lewis For Against Management
1.9 Elect Director Monica C. Lozano For Against Management
1.10 Elect Director Walter E. Massey For For Management
1.11 Elect Director Thomas J. May For For Management
1.12 Elect Director Patricia E. Mitchell For For Management
1.13 Elect Director Joseph W. Prueher For For Management
1.14 Elect Director Charles O. Rossotti For For Management
1.15 Elect Director Thomas M. Ryan For For Management
1.16 Elect Director O. Temple Sloan, Jr. For Against Management
1.17 Elect Director Robert L. Tillman For Against Management
1.18 Elect Director Jackie M. Ward For Against Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For Against Management
 Officers' Compensation
4 Report on Government Service of Against Against Shareholder
 Employees
5 Advisory Vote to Ratify Named Executive Against For Shareholder
 Officers' Compensation
6 Provide for Cumulative Voting Against For Shareholder
7 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
 Special Meetings
8 Require Independent Board Chairman Against For Shareholder
9 Report on Predatory Lending Policies Against For Shareholder

10 Adopt Principles for Health Care Reform Against Against Shareholder
11 TARP Related Compensation Against For Shareholder


BROADCOM CORP.

Ticker: BRCM Security ID: 111320107
Meeting Date: MAY 14, 2009 Meeting Type: Annual
Record Date: MAR 16, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director George L. Farinsky For For Management
1.2 Elect Director Nancy H. Handel For For Management
1.3 Elect Director Eddy W. Hartenstein For For Management
1.4 Elect Director John Major For For Management
1.5 Elect Director Scott A. McGregor For For Management
1.6 Elect Director William T. Morrow For For Management
1.7 Elect Director Robert E. Switz For For Management
2 Ratify Auditors For For Management


CISCO SYSTEMS, INC.

Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 13, 2008 Meeting Type: Annual Record Date: SEP 15, 2008

# 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 Steven M. West For For Management
12 Elect Director Jerry Yang For Against Management
13 Ratify Auditors For For Management
14 Amend Bylaws to Establish a Board Against Against Shareholder
 Committee on Human Rights
15 Report on Internet Fragmentation Against For Shareholder


E.I. DU PONT DE NEMOURS & CO.

Ticker: DD Security ID: 263534109 Meeting Date: APR 29, 2009 Meeting Type: Annual Record Date: MAR 4, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Samuel W. Bodman For For Management
2 Elect Director Richard H. Brown For For Management
3 Elect Director Robert A. Brown For For Management
4 Elect Director Bertrand P. Collomb For For Management
5 Elect Director Curtis J. Crawford For For Management
6 Elect Director Alexander M. Cutler For For Management
7 Elect Director John T. Dillon For For Management
8 Elect Director Eleuthere I. Du Pont For For Management
9 Elect Director Marillyn Hewson For For Management
10 Elect Director Charles O. Holliday, Jr. For For Management
11 Elect Director Lois D. Juliber For For Management
12 Elect Director Ellen J. Kullman For For Management
13 Elect Director William K. Reily For For Management
14 Ratify Auditors For For Management

15 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation


EBAY INC.

Ticker: EBAY Security ID: 278642103 Meeting Date: APR 29, 2009 Meeting Type: Annual

Record Date: MAR 4, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Marc L. Andreessen For For Management
1.2 Elect Director William C. Ford, Jr. For For Management
1.3 Elect Director Dawn G. Lepore For For Management
1.4 Elect Director Pierre M. Omidyar For For Management

1.5 Elect Director Richard T. Schlosberg, For For Management
III
2 Approve Stock Option Exchange Program For For Management
3 Amend Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management


EMC CORPORATION

Ticker: EMC Security ID: 268648102
Meeting Date: MAY 6, 2009 Meeting Type: Annual
Record Date: MAR 5, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Michael W. Brown For For Management
2 Elect Director Randolph L. Cowen For For Management
3 Elect Director Michael J. Cronin For For Management
4 Elect Director Gail Deegan For For Management
5 Elect Director John R. Egan For For Management
6 Elect Director W. Paul Fitzgerald For For Management
7 Elect Director Edmund F. Kelly For For Management
8 Elect Director Windle B. Priem For For Management
9 Elect Director Paul Sagan For For Management
10 Elect Director David N. Strohm For For Management
11 Elect Director Joseph M. Tucci For For Management
12 Ratify Auditors For For Management
13 Amend Qualified Employee Stock Purchase For For Management
 Plan
14 Permit Right to Call Special Meeting For For Management
15 Advisory Vote to Ratify Named Executive Against For Shareholder
 Officers' Compensation


GENERAL ELECTRIC CO.

Ticker: GE Security ID: 369604103 Meeting Date: APR 22, 2009 Meeting Type: Annual

Record Date: FEB 23, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James I. Cash, Jr. For For Management
1.2 Elect Director William M. Castell For For Management
1.3 Elect Director Ann M. Fudge For For Management
1.4 Elect Director Susan Hockfield For For Management
1.5 Elect Director Jeffrey R. Immelt For For Management
1.6 Elect Director Andrea Jung For For Management
1.7 Elect Director Alan G. (A.G.) Lafley For Against Management
1.8 Elect Director Robert W. Lane For For Management
1.9 Elect Director Ralph S. Larsen For For Management
1.10 Elect Director Rochelle B. Lazarus For For Management
1.11 Elect Director James J. Mulva For For Management
1.12 Elect Director Sam Nunn For For Management
1.13 Elect Director Roger S. Penske For Against Management
1.14 Elect Director Robert J. Swieringa For For Management
1.15 Elect Director Douglas A. Warner III For For Management
2 Ratify Auditors For For Management
3 Provide for Cumulative Voting Against For Shareholder
4 Advisory Vote to Ratify Named Executive Against For Shareholder
 Officers' Compensation
5 Evaluate the Potential Conversion of Against Against Shareholder
 the Corporation's Business Units into
 Four or More Public Corporations and
 Distribute New Shares
6 Adopt Policy to Cease the Payments of Against For Shareholder
 Dividends or Equivalent Payments to
 Senior Executives for Shares Not Owned
7 Submit Severance Agreement (Change in Against For Shareholder
 Control) to shareholder Vote


INTUIT INC.

Ticker: INTU Security ID: 461202103 Meeting Date: DEC 16, 2008 Meeting Type: Annual

Record Date: OCT 21, 2008

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen M. Bennett For For Management
1.2 Elect Director Christopher W. Brody For For Management
1.3 Elect Director William V. Campbell For For Management
1.4 Elect Director Scott D. Cook For For Management
1.5 Elect Director Diane B. Greene For Withhold Management
1.6 Elect Director Michael R. Hallman For For Management
1.7 Elect Director Edward A. Kangas For For Management
1.8 Elect Director Suzanne Nora Johnson For For Management
1.9 Elect Director Dennis D. Powell For For Management
1.10 Elect Director Stratton D. Sclavos For For Management
1.11 Elect Director Brad D. Smith For For Management

2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management


JPMORGAN CHASE & CO.

Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 19, 2009 Meeting Type: Annual

Record Date: MAR 20, 2009

# 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 Disclose Prior Government Service Against Against Shareholder
5 Provide for Cumulative Voting Against For Shareholder
6 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
 Special Meetings
7 Report on Predatory Lending Policies Against Against Shareholder
8 Amend Key Executive Performance Plan Against For Shareholder
9 Stock Retention/Holding Period Against For Shareholder
10 Prepare Carbon Principles Report Against Against Shareholder


KRAFT FOODS INC

Ticker: KFT Security ID: 50075N104
Meeting Date: MAY 20, 2009 Meeting Type: Annual
Record Date: MAR 12, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ajay Banga For Against Management
1.2 Elect Director Myra M. Hart For For Management
1.3 Elect Director Lois D. Juliber For For Management
1.4 Elect Director Mark D. Ketchum For For Management
1.5 Elect Director Richard A. Lerner For For Management
1.6 Elect Director John C. Pope For For Management
1.7 Elect Director Fredric G. Reynolds For For Management
1.8 Elect Director Irene B. Rosenfeld For For Management
1.9 Elect Director Deborah C. Wright For For Management
1.10 Elect Director Frank G. Zarb For For Management

2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings


LAM RESEARCH CORP.

Ticker: LRCX Security ID: 512807108
Meeting Date: NOV 6, 2008 Meeting Type: Annual
Record Date: SEP 12, 2008

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James W. Bagley For For Management
1.2 Elect Director David G. Arscott For For Management
1.3 Elect Director Robert M. Berdahl For For Management
1.4 Elect Director Richard J. Elkus, Jr. For For Management
1.5 Elect Director Jack R. Harris For For Management
1.6 Elect Director Grant M. Inman For For Management
1.7 Elect Director Catherine P. Lego For For Management
1.8 Elect Director Stephen G. Newberry For For Management
1.9 Elect Director Seiichi Watanabe For For Management
1.10 Elect Director Patricia S. Wolpert For For Management
2 Ratify Auditors For For Management


MERCK & CO., INC.

Ticker: MRK Security ID: 589331107 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: FEB 27, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Leslie A. Brun For For Management
2 Elect Director Thomas R. Cech For For Management
3 Elect Director Richard T. Clark For For Management
4 Elect Director Thomas H. Glocer For For Management
5 Elect Director Steven F. Goldstone For For Management
6 Elect Director William B. Harrison, Jr. For For Management
7 Elect Director Harry R. Jacobson For For Management
8 Elect Director William N. Kelley For For Management
9 Elect Director Rochelle B. Lazarus For For Management
10 Elect Director Carlos E. Represas For For Management
11 Elect Director Thomas E. Shenk For For Management
12 Elect Director Anne M. Tatlock For For Management
13 Elect Director Samuel O. Thier For For Management
14 Elect Director Wendell P. Weeks For For Management
15 Elect Director Peter C. Wendell For For Management
16 Ratify Auditors For For Management
17 Fix Number of Directors For For Management

18 Amend Bylaws-- Call Special Meetings Against For Shareholder
19 Require Independent Lead Director Against Against Shareholder
20 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation


MOSAIC CO

Ticker: MOS Security ID: 61945A107
Meeting Date: OCT 9, 2008 Meeting Type: Annual
Record Date: AUG 11, 2008

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David B. Mathis For For Management
1.2 Elect Director James L. Popowich For For Management
1.3 Elect Director James T. Prokopanko For For Management
1.4 Elect Director Steven M. Seibert For For Management
2 Ratify Auditors For For Management


OWENS-ILLINOIS, INC.

Ticker: OI Security ID: 690768403 Meeting Date: APR 23, 2009 Meeting Type: Annual

Record Date: FEB 24, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gary F. Colter For For Management
1.2 Elect Director David H.Y. Ho For For Management
1.3 Elect Director Corbin A. McNeill, Jr. For Withhold Management
1.4 Elect Director Helge H. Wehmeier For For Management
2 Ratify Auditors For For Management
3 Approve Increase in Size of Board For For Management
4 Amend Omnibus Stock Plan For For Management


PFIZER INC.

Ticker: PFE Security ID: 717081103 Meeting Date: APR 23, 2009 Meeting Type: Annual

Record Date: FEB 24, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dennis A. Ausiello For For Management
1.2 Elect Director Michael S. Brown For For Management
1.3 Elect Director M. Anthony Burns For For Management
1.4 Elect Director Robert N. Burt For For Management
1.5 Elect Director W. Don Cornwell For For Management
1.6 Elect Director William H. Gray, III For For Management
1.7 Elect Director Constance J. Horner For For Management
1.8 Elect Director James M. Kilts For For Management
1.9 Elect Director Jeffrey B. Kindler For For Management
1.10 Elect Director George A. Lorch For For Management
1.11 Elect Director Dana G. Mead For For Management
1.12 Elect Director Suzanne Nora Johnson For For Management
1.13 Elect Director Stephen W. Sanger For For Management
1.14 Elect Director William C. Steere, Jr. For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Limit/Prohibit Executive Stock-Based Against Against Shareholder
 Awards
5 Advisory Vote to Ratify Named Executive Against For Shareholder
 Officers' Compensation
6 Provide for Cumulative Voting Against For Shareholder
7 Amend Bylaws -- Call Special Meetings Against For Shareholder


TRANSOCEAN INC.

Ticker: RIG Security ID: G90073100
Meeting Date: DEC 8, 2008 Meeting Type: Special
Record Date: OCT 27, 2008

# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE MERGER TRANSACTION TO For For Management
 BE EFFECTED BY THE SCHEMES OF
 ARRANGEMENT, ATTACHED TO THE
 ACCOMPANYING PROXY STATEMENT AS ANNEX
 B.
2 APPROVAL OF THE MOTION TO ADJOURN THE For For Management
 MEETING TO A LATER DATE TO SOLICIT
 ADDITIONAL PROXIES IF THERE ARE
 INSUFFICIENT VOTES AT THE TIME OF THE
 MEETING TO APPROVE THE MERGER
 TRANSACTION.


VERIZON COMMUNICATIONS

Ticker: VZ Security ID: 92343V104
Meeting Date: MAY 7, 2009 Meeting Type: Annual
Record Date: MAR 9, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard L. Carrion For For Management
1.2 Elect Director M. Frances Keeth For For Management
1.3 Elect Director Robert W. Lane For For Management
1.4 Elect Director Sandra O. Moose For For Management
1.5 Elect Director Joseph Neubauer For For Management
1.6 Elect Director Donald T. Nicolaisen For For Management
1.7 Elect Director Thomas H. O'Brien For For Management
1.8 Elect Director Clarence Otis, Jr. For For Management
1.9 Elect Director Hugh B. Price For For Management
1.10 Elect Director Ivan G. Seidenberg For For Management
1.11 Elect Director John W. Snow For For Management
1.12 Elect Director John R. Stafford For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
 Officers' Compensation
4 Approve Omnibus Stock Plan For For Management
5 Approve Executive Incentive Bonus Plan For For Management
6 Prohibit Executive Stock-Based Awards Against Against Shareholder
7 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
 Special Meetings
8 Require Independent Board Chairman Against Against Shareholder
9 Provide for Cumulative Voting Against For Shareholder
10 Adopt a Policy in which the Company Against For Shareholder
 will not Make or Promise to Make Any
 Death Benefit Payments to Senior
 Executives


ZIMMER HOLDINGS INC

Ticker: ZMH Security ID: 98956P102
Meeting Date: MAY 4, 2009 Meeting Type: Annual
Record Date: MAR 5, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Betsy J. Bernard For For Management
2 Elect Director Marc N. Casper For For Management
3 Elect Director David C. Dvorak For For Management
4 Elect Director Robert A. Hagemann For For Management
5 Elect Director Arthur J. Higgins For For Management
6 Elect Director Cecil B. Pickett For For Management
7 Elect Director Augustus A. White, III For For Management
8 Ratify Auditors For For Management
9 Approve Omnibus Stock Plan For For Management
10 Amend Non-Employee Director Omnibus For For Management
 Stock Plan
11 Amend Deferred Compensation Plan For For Management

========== END NPX REPORT

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