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: 811-05360

Exact name of registrant as specified in charter:

                                           Oppenheimer Main Street Funds, Inc.

Address of principal executive offices:             6803 South Tucson Way
                                               Centennial, CO 80112-3924

Name and address of agent for service:                 Arthur S. Gabinet,

Executive Vice President & General Counsel
OFI Global Asset Management, Inc.
Two World Financial Center
225 Liberty Street
New York, NY 10281-1008

Registrant's telephone number, including area code:

                                                             303-768-3200

Date of fiscal year end:                                            8/31

Date of reporting period:                           07/01/2012-06/30/2013

Item 1.

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

ICA File Number: 811-05360
Reporting Period: 07/01/2012 - 06/30/2013 Oppenheimer Main Street Funds, Inc.

========================= Oppenheimer Main Street Fund =========================

ABBOTT LABORATORIES

Ticker: ABT Security ID: 002824100 Meeting Date: APR 26, 2013 Meeting Type: Annual

Record Date:  FEB 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Alpern         For       For          Management
1.2   Elect Director Roxanne S. Austin        For       For          Management
1.3   Elect Director Sally E. Blount          For       For          Management
1.4   Elect Director W. James Farrell         For       For          Management
1.5   Elect Director Edward M. Liddy          For       For          Management
1.6   Elect Director Nancy McKinstry          For       For          Management
1.7   Elect Director Phebe N. Novakovic       For       For          Management
1.8   Elect Director William A. Osborn        For       For          Management
1.9   Elect Director Samuel C. Scott, III     For       For          Management
1.10  Elect Director Glenn F. Tilton          For       For          Management
1.11  Elect Director Miles D. White           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Label and Eliminate GMO Ingredients in  Against   Against      Shareholder
      Products
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   For          Shareholder
8     Cease Compliance Adjustments to         Against   For          Shareholder
      Performance Criteria
9     Pro-rata Vesting of Equity Awards       Against   For          Shareholder


ABBVIE INC.

Ticker: ABBV Security ID: 00287Y109
Meeting Date: MAY 06, 2013 Meeting Type: Annual

Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William H.L. Burnside    For       For          Management
1.2   Elect Director Edward J. Rapp           For       For          Management
1.3   Elect Director Roy S. Roberts           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Approve Omnibus Stock Plan For For Management


ACTAVIS, INC.

Ticker: ACT Security ID: 00507K103
Meeting Date: MAY 10, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jack Michelson           For       For          Management
1b    Elect Director Ronald R. Taylor         For       For          Management
1c    Elect Director Andrew L. Turner         For       For          Management
1d    Elect Director Paul M. Bisaro           For       For          Management
1e    Elect Director Christopher W. Bodine    For       For          Management
1f    Elect Director Michael J. Feldman       For       For          Management
1g    Elect Director Fred G. Weiss            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management

4 Stock Retention Against For Shareholder


AMDOCS LIMITED

Ticker: DOX Security ID: G02602103
Meeting Date: JAN 31, 2013 Meeting Type: Annual

Record Date:  DEC 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Robert A. Minicucci as a Director For       For          Management
1.2   Elect Adrian Gardner as a Director      For       For          Management
1.3   Elect John T. McLennan as a Director    For       For          Management
1.4   Elect Simon Olswang as a Director       For       For          Management
1.5   Elect Zohar Zisapel as a Director       For       For          Management
1.6   Elect Julian A. Brodsky as a Director   For       For          Management
1.7   Elect Eli Gelman as a Director          For       For          Management
1.8   Elect James S. Kahan as a Director      For       For          Management
1.9   Elect Richard T.C. LeFave as a Director For       For          Management
1.10  Elect Nehemia Lemelbaum as a Director   For       For          Management
1.11  Elect Giora Yaron as a Director         For       For          Management
2     Accept Financial Statements and         For       For          Management
      Statutory Reports (Voting)
3     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration


AMERICA MOVIL SAB DE CV

Ticker: AMXL Security ID: 02364W105 Meeting Date: APR 22, 2013 Meeting Type: Special Record Date: APR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Directors for Series L Shares For Against Management
2 Authorize Board to Ratify and Execute For Against Management Approved Resolutions


APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 27, 2013   Meeting Type: Annual
Record Date:  JAN 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Campbell         For       For          Management
1.2   Elect Director Timothy Cook             For       For          Management
1.3   Elect Director Millard Drexler          For       For          Management
1.4   Elect Director Al Gore                  For       For          Management
1.5   Elect Director Robert Iger              For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Arthur Levinson          For       For          Management
1.8   Elect Director Ronald Sugar             For       For          Management
2     Amend Articles of Incorporation         For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
5     Stock Retention/Holding Period          Against   For          Shareholder
6     Establish Board Committee on Human      Against   Abstain      Shareholder
      Rights


AUTOZONE, INC.

Ticker:       AZO            Security ID:  053332102
Meeting Date: DEC 12, 2012   Meeting Type: Annual
Record Date:  OCT 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sue E. Gove              For       For          Management
1.2   Elect Director Earl G. Graves, Jr.      For       For          Management
1.3   Elect Director Enderson Guimaraes       For       For          Management
1.4   Elect Director J. R. Hyde, III          For       For          Management
1.5   Elect Director W. Andrew McKenna        For       For          Management
1.6   Elect Director George R. Mrkonic, Jr.   For       For          Management
1.7   Elect Director Luis P. Nieto            For       For          Management
1.8   Elect Director William C. Rhodes, III   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


BRISTOL-MYERS SQUIBB COMPANY

Ticker: BMY Security ID: 110122108 Meeting Date: MAY 07, 2013 Meeting Type: Annual Record Date: MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Lamberto Andreotti       For       For          Management
1B    Elect Director Lewis B. Campbell        For       For          Management
1C    Elect Director James M. Cornelius       For       For          Management
1D    Elect Director Laurie H. Glimcher       For       For          Management
1E    Elect Director Michael Grobstein        For       For          Management
1F    Elect Director Alan J. Lacy             For       For          Management
1G    Elect Director Vicki L. Sato            For       For          Management
1H    Elect Director Elliott Sigal            For       For          Management
1I    Elect Director Gerald L. Storch         For       For          Management
1J    Elect Director Togo D. West, Jr.        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


CHEVRON CORPORATION

Ticker: CVX Security ID: 166764100 Meeting Date: MAY 29, 2013 Meeting Type: Annual Record Date: APR 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Linnet F. Deily          For       For          Management
1b    Elect Director Robert E. Denham         For       For          Management
1c    Elect Director Alice P. Gast            For       For          Management
1d    Elect Director Enrique Hernandez, Jr.   For       For          Management
1e    Elect Director George L. Kirkland       For       For          Management
1f    Elect Director Charles W. Moorman, IV   For       For          Management
1g    Elect Director Kevin W. Sharer          For       For          Management
1h    Elect Director John G. Stumpf           For       For          Management
1i    Elect Director Ronald D. Sugar          For       For          Management
1j    Elect Director Carl Ware                For       For          Management
1k    Elect Director John S. Watson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Report on Management of Hydraulic       Against   For          Shareholder
      Fracturing Risks and Opportunities
6     Report on Offshore Oil Wells and Spill  Against   Abstain      Shareholder
      Mitigation Measures
7     Report on Financial Risks of Climate    Against   Abstain      Shareholder
      Change
8     Report on Lobbying Payments and Policy  Against   For          Shareholder
9     Prohibit Political Contributions        Against   Abstain      Shareholder
10    Provide for Cumulative Voting           Against   Against      Shareholder
11    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
12    Require Director Nominee with           Against   For          Shareholder
      Environmental Expertise
13    Adopt Guidelines for Country Selection  Against   For          Shareholder


CIT GROUP INC.

Ticker: CIT Security ID: 125581801 Meeting Date: MAY 14, 2013 Meeting Type: Annual Record Date: MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John A. Thain            For       For          Management
1b    Elect Director Michael J. Embler        For       For          Management
1c    Elect Director William M. Freeman       For       For          Management
1d    Elect Director David M. Moffett         For       For          Management
1e    Elect Director R. Brad Oates            For       For          Management
1f    Elect Director Marianne Miller Parrs    For       For          Management
1g    Elect Director Gerald Rosenfeld         For       For          Management
1h    Elect Director John R. Ryan             For       For          Management
1i    Elect Director Seymour Sternberg        For       For          Management
1j    Elect Director Peter J. Tobin           For       For          Management
1k    Elect Director Laura S. Unger           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


CITIGROUP INC.

Ticker: C Security ID: 172967424 Meeting Date: APR 24, 2013 Meeting Type: Annual Record Date: FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael L. Corbat        For       For          Management
1b    Elect Director Franz B. Humer           For       For          Management
1c    Elect Director Robert L. Joss           For       For          Management
1d    Elect Director Michael E. O'Neill       For       For          Management
1e    Elect Director Judith Rodin             For       For          Management
1f    Elect Director Robert L. Ryan           For       For          Management
1g    Elect Director Anthony M. Santomero     For       For          Management
1h    Elect Director Joan E. Spero            For       For          Management
1i    Elect Director Diana L. Taylor          For       For          Management
1j    Elect Director William S. Thompson, Jr. For       For          Management
1k    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management

5 Stock Retention/Holding Period Against For Shareholder
6 Report on Lobbying Payments and Policy Against For Shareholder
7 Amend Indemnifications Provisions Against Against Shareholder


CME GROUP INC.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Terrence A. Duffy        For       For          Management
1.2   Elect Director Charles P. Carey         For       For          Management
1.3   Elect Director Mark E. Cermak           For       For          Management
1.4   Elect Director Martin J. Gepsman        For       For          Management
1.5   Elect Director Leo Melamed              For       For          Management
1.6   Elect Director Joseph Niciforo          For       For          Management
1.7   Elect Director C.C. Odom, II            For       For          Management
1.8   Elect Director John F. Sandner          For       For          Management
1.9   Elect Director Dennis A. Suskind        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

4 Proxy Access Against For Shareholder


CORNING INCORPORATED

Ticker: GLW Security ID: 219350105 Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Seely Brown         For       For          Management
1.2   Elect Director Stephanie A. Burns       For       For          Management
1.3   Elect Director John A. Canning, Jr.     For       For          Management
1.4   Elect Director Richard T. Clark         For       For          Management
1.5   Elect Director Robert F. Cummings, Jr.  For       For          Management
1.6   Elect Director James B. Flaws           For       For          Management
1.7   Elect Director Kurt M. Landgraf         For       For          Management
1.8   Elect Director Kevin J. Martin          For       For          Management
1.9   Elect Director Deborah D. Rieman        For       For          Management
1.10  Elect Director Hansel E. Tookes, II     For       For          Management
1.11  Elect Director Wendell P. Weeks         For       For          Management
1.12  Elect Director Mark S. Wrighton         For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


COVIDIEN PLC

Ticker: COV Security ID: G2554F113 Meeting Date: MAR 20, 2013 Meeting Type: Annual Record Date: JAN 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jose E. Almeida          For       For          Management
1b    Elect Director Joy A. Amundson          For       For          Management
1c    Elect Director Craig Arnold             For       For          Management
1d    Elect Director Robert H. Brust          For       For          Management
1e    Elect Director John M. Connors, Jr.     For       For          Management
1f    Elect Director Christopher J. Coughlin  For       For          Management
1g    Elect Director Randall J. Hogan, III    For       For          Management
1h    Elect Director Martin D. Madaus         For       For          Management
1i    Elect Director Dennis H. Reilley        For       For          Management
1j    Elect Director Joseph A. Zaccagnino     For       For          Management
2     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their  Remuneration
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Authorize Open-Market Purchases of      For       For          Management
      Ordinary Shares
6     Authorize the Price Range at which the  For       For          Management
      Company can Reissue Shares that it
      holds as Treasury Shares
7     Amend Articles of Association to        For       For          Management
      expand the authority to execute
      instruments of transfer
8     Approve Creation of Distributable       For       For          Management
      Reserves


CSX CORPORATION

Ticker: CSX Security ID: 126408103 Meeting Date: MAY 08, 2013 Meeting Type: Annual Record Date: MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Donna M. Alvarado        For       For          Management
1b    Elect Director John B. Breaux           For       For          Management
1c    Elect Director Pamela L. Carter         For       For          Management
1d    Elect Director Steven T. Halverson      For       For          Management
1e    Elect Director Edward J. Kelly, III     For       For          Management
1f    Elect Director Gilbert H. Lamphere      For       For          Management
1g    Elect Director John D. McPherson        For       For          Management
1h    Elect Director Timothy T. O'Toole       For       For          Management
1i    Elect Director David M. Ratcliffe       For       For          Management
1j    Elect Director Donald J. Shepard        For       For          Management
1k    Elect Director Michael J. Ward          For       For          Management
1l    Elect Director J.C. Watts, Jr.          For       For          Management
1m    Elect Director J. Steven Whisler        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


DISCOVER FINANCIAL SERVICES

Ticker: DFS Security ID: 254709108 Meeting Date: APR 17, 2013 Meeting Type: Annual

Record Date:  FEB 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Aronin        For       For          Management
1.2   Elect Director Mary K. Bush             For       For          Management
1.3   Elect Director Gregory C. Case          For       For          Management
1.4   Elect Director Cynthia A. Glassman      For       For          Management
1.5   Elect Director Richard H. Lenny         For       For          Management
1.6   Elect Director Thomas G. Maheras        For       For          Management
1.7   Elect Director Michael H. Moskow        For       For          Management
1.8   Elect Director David W. Nelms           For       For          Management
1.9   Elect Director E. Follin Smith          For       For          Management
1.10  Elect Director Mark A. Thierer          For       For          Management
1.11  Elect Director Lawrence A. Weinbach     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


DR PEPPER SNAPPLE GROUP, INC.

Ticker:       DPS            Security ID:  26138E109
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John L. Adams            For       For          Management
1.2   Elect Director Ronald G. Rogers         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management


EBAY INC.

Ticker: EBAY Security ID: 278642103 Meeting Date: APR 18, 2013 Meeting Type: Annual Record Date: MAR 13, 2013

# Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David M. Moffett For For Management 1b Elect Director Richard T. Schlosberg, For For Management
III

1c    Elect Director Thomas J. Tierney        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

3 Report on Lobbying Payments and Policy Against Against Shareholder
4 Report on Privacy and Data Security Against Abstain Shareholder
5 Ratify Auditors For For Management


EXPRESS SCRIPTS HOLDING COMPANY

Ticker: ESRX Security ID: 30219G108 Meeting Date: MAY 09, 2013 Meeting Type: Annual Record Date: MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gary G. Benanav          For       For          Management
1b    Elect Director Maura C. Breen           For       For          Management
1c    Elect Director William J. DeLaney       For       For          Management
1d    Elect Director Nicholas J. LaHowchic    For       For          Management
1e    Elect Director Thomas P. Mac Mahon      For       For          Management
1f    Elect Director Frank Mergenthaler       For       For          Management
1g    Elect Director Woodrow A. Myers, Jr.    For       For          Management
1h    Elect Director John O. Parker, Jr.      For       For          Management
1i    Elect Director George Paz               For       For          Management
1j    Elect Director William L. Roper         For       For          Management
1k    Elect Director Samuel K. Skinner        For       For          Management
1l    Elect Director Seymour Sternberg        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


FACEBOOK, INC.

Ticker:       FB             Security ID:  30303M102
Meeting Date: JUN 11, 2013   Meeting Type: Annual
Record Date:  APR 16, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director Erskine B. Bowles        For       For          Management
1.3   Elect Director Susan D.                 For       For          Management
      Desmond-Hellmann
1.4   Elect Director Donald E. Graham         For       For          Management
1.5   Elect Director Reed Hastings            For       For          Management
1.6   Elect Director Sheryl K. Sandberg       For       Withhold     Management
1.7   Elect Director Peter A. Thiel           For       For          Management
1.8   Elect Director Mark Zuckerberg          For       Withhold     Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen G. Butler        For       For          Management
1.2   Elect Director Kimberly A. Casiano      For       For          Management
1.3   Elect Director Anthony F. Earley, Jr.   For       For          Management
1.4   Elect Director Edsel B. Ford II         For       For          Management
1.5   Elect Director William Clay Ford, Jr.   For       For          Management
1.6   Elect Director Richard A. Gephardt      For       For          Management
1.7   Elect Director James H. Hance, Jr.      For       For          Management
1.8   Elect Director William W. Helman IV     For       For          Management
1.9   Elect Director Jon M. Huntsman, Jr.     For       For          Management
1.10  Elect Director Richard A. Manoogian     For       Against      Management
1.11  Elect Director Ellen R. Marram          For       For          Management
1.12  Elect Director Alan Mulally             For       For          Management
1.13  Elect Director Homer A. Neal            For       For          Management
1.14  Elect Director Gerald L. Shaheen        For       For          Management
1.15  Elect Director John L. Thornton         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       Against      Management
5     Amend Omnibus Stock Plan                For       Against      Management
6     Approval of Tax Benefits Preservation   For       For          Management
      Plan
7     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
8     Amend Bylaws -- Call Special Meetings   Against   For          Shareholder


GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry Page               For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Eric E. Schmidt          For       For          Management
1.4   Elect Director L. John Doerr            For       For          Management
1.5   Elect Director Diane B. Greene          For       For          Management
1.6   Elect Director John L. Hennessy         For       For          Management
1.7   Elect Director Ann Mather               For       Withhold     Management
1.8   Elect Director Paul S. Otellini         For       For          Management
1.9   Elect Director K. Ram Shriram           For       For          Management
1.10  Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Reducing Lead Battery Health  Against   For          Shareholder
      Hazards
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
5     Stock Retention/Holding Period          Against   For          Shareholder
6     Adopt Policy on Succession Planning     Against   For          Shareholder


INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alain J.P. Belda         For       For          Management
1.2   Elect Director William R. Brody         For       For          Management
1.3   Elect Director Kenneth I. Chenault      For       For          Management
1.4   Elect Director Michael L. Eskew         For       For          Management
1.5   Elect Director David N. Farr            For       For          Management
1.6   Elect Director Shirley Ann Jackson      For       For          Management
1.7   Elect Director Andrew N. Liveris        For       For          Management
1.8   Elect Director W. James McNerney, Jr.   For       For          Management
1.9   Elect Director James W. Owens           For       For          Management
1.10  Elect Director Virginia M. Rometty      For       For          Management
1.11  Elect Director Joan E. Spero            For       For          Management
1.12  Elect Director Sidney Taurel            For       For          Management
1.13  Elect Director Lorenzo H. Zambrano      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   For          Shareholder
5     Provide Right to Act by Written Consent Against   For          Shareholder

6 Require Independent Board Chairman Against For Shareholder
7 Stock Retention/Holding Period Against For Shareholder


JPMORGAN CHASE & CO.

Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 21, 2013 Meeting Type: Annual Record Date: MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James A. Bell            For       For          Management
1b    Elect Director Crandall C.Bowles        For       For          Management
1c    Elect Director Stephen B. Burke         For       For          Management
1d    Elect Director David M. Cote            For       Against      Management
1e    Elect Director James S. Crown           For       Against      Management
1f    Elect Director James Dimon              For       For          Management
1g    Elect Director Timothy P. Flynn         For       For          Management
1h    Elect Director Ellen V. Futter          For       Against      Management
1i    Elect Director Laban P. Jackson, Jr.    For       For          Management
1j    Elect Director Lee R. Raymond           For       For          Management
1k    Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Require Independent Board Chairman      Against   For          Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Institute Procedures to Prevent         Against   Abstain      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity

9 Report on Lobbying Payments and Policy Against Abstain Shareholder


KRAFT FOODS GROUP, INC.

Ticker: KRFT Security ID: 50076Q106 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Abelardo E. Bru          For       For          Management
1b    Elect Director Jeanne P. Jackson        For       For          Management
1c    Elect Director E. Follin Smith          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management

6 Label Products with GMO Ingredients Against Abstain Shareholder


L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Claude R. Canizares      For       For          Management
1.2   Elect Director Thomas A. Corcoran       For       For          Management
1.3   Elect Director Lloyd W. Newton          For       For          Management
1.4   Elect Director Vincent Pagano, Jr.      For       For          Management
1.5   Elect Director Alan H. Washkowitz       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Provide Right to Act by Written Consent For       For          Management
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


LINCOLN NATIONAL CORPORATION

Ticker: LNC Security ID: 534187109 Meeting Date: MAY 23, 2013 Meeting Type: Annual

Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Avery         For       For          Management
1.2   Elect Director William H. Cunningham    For       For          Management
1.3   Elect Director William Porter Payne     For       For          Management
1.4   Elect Director Patrick S. Pittard       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


M&T BANK CORPORATION

Ticker: MTB Security ID: 55261F104 Meeting Date: APR 16, 2013 Meeting Type: Special Record Date: FEB 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Approve amendments to the terms of the  For       For          Management
      Series A Preferred Shares that would
      serve to reduce the dividend rate on
      the Series A Preferred Shares from 9%
      per annum to 6.375% per annum
3     Approve amendments to the terms of the  For       For          Management
      Series C Preferred Shares that would
      serve to reduce the dividend rate on
      the Series C Preferred Shares from 9%
      per annum to 6.375% per annum
4     Adjourn Meeting                         For       For          Management


M&T BANK CORPORATION

Ticker: MTB Security ID: 55261F104 Meeting Date: APR 16, 2013 Meeting Type: Annual

Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brent D. Baird           For       For          Management
1.2   Elect Director C. Angela Bontempo       For       For          Management
1.3   Elect Director Robert T. Brady          For       For          Management
1.4   Elect Director T. Jefferson             For       For          Management
      Cunningham, III
1.5   Elect Director Mark J. Czarnecki        For       For          Management
1.6   Elect Director Gary N. Geisel           For       Withhold     Management
1.7   Elect Director John D. Hawke, Jr        For       For          Management
1.8   Elect Director Patrick W.E. Hodgson     For       For          Management
1.9   Elect Director Richard G. King          For       For          Management
1.10  Elect Director Jorge G. Pereira         For       For          Management
1.11  Elect Director Michael P. Pinto         For       For          Management
1.12  Elect Director Melinda R. Rich          For       For          Management
1.13  Elect Director Robert E. Sadler, Jr.    For       For          Management
1.14  Elect Director Herbert L. Washington    For       For          Management
1.15  Elect Director Robert G. Wilmers        For       For          Management
2     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Ratify Auditors For For Management


MARSH & MCLENNAN COMPANIES, INC.

Ticker: MMC Security ID: 571748102 Meeting Date: MAY 16, 2013 Meeting Type: Annual Record Date: MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Zachary W. Carter        For       For          Management
1b    Elect Director Oscar Fanjul             For       For          Management
1c    Elect Director Daniel S. Glaser         For       For          Management
1d    Elect Director H. Edward Hanway         For       For          Management
1e    Elect Director Lord Lang                For       For          Management
1f    Elect Director Elaine La Roche          For       For          Management
1g    Elect Director Steven A. Mills          For       For          Management
1h    Elect Director Bruce P. Nolop           For       For          Management
1i    Elect Director Marc D. Oken             For       For          Management
1j    Elect Director Morton O. Schapiro       For       For          Management
1k    Elect Director Adele Simmons            For       For          Management
1l    Elect Director Lloyd M. Yates           For       For          Management
1m    Elect Director R. David Yost            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


MCGRAW HILL FINANCIAL INC.

Ticker:       MHP            Security ID:  580645109
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pedro Aspe               For       For          Management
1.2   Elect Director Winfried Bischoff        For       For          Management
1.3   Elect Director William D. Green         For       For          Management
1.4   Elect Director Charles E. Haldeman, Jr. For       For          Management
1.5   Elect Director Linda Koch Lorimer       For       For          Management
1.6   Elect Director Harold McGraw, III       For       For          Management
1.7   Elect Director Robert P. McGraw         For       For          Management
1.8   Elect Director Hilda Ochoa-Brillembourg For       For          Management
1.9   Elect Director Michael Rake             For       For          Management
1.10  Elect Director Edward B. Rust, Jr.      For       For          Management
1.11  Elect Director Kurt L. Schmoke          For       For          Management
1.12  Elect Director Sidney Taurel            For       For          Management
1.13  Elect Director Richard E. Thornburgh    For       For          Management
2     Change Company Name                     For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management

5 Provide Right to Act by Written Consent Against For Shareholder


MSCI INC.

Ticker:       MSCI           Security ID:  55354G100
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Benjamin F. duPont       For       For          Management
1.2   Elect Director Henry A. Fernandez       For       For          Management
1.3   Elect Director Alice W. Handy           For       For          Management
1.4   Elect Director Catherine R. Kinney      For       For          Management
1.5   Elect Director Linda H. Riefler         For       For          Management
1.6   Elect Director George W. Siguler        For       For          Management
1.7   Elect Director Patrick Tierney          For       For          Management
1.8   Elect Director Rodolphe M. Vallee       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


NATIONAL OILWELL VARCO, INC.

Ticker: NOV Security ID: 637071101 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Merrill A. Miller, Jr.   For       For          Management
1B    Elect Director Greg L. Armstrong        For       For          Management
1C    Elect Director Ben A. Guill             For       For          Management
1D    Elect Director David D. Harrison        For       For          Management
1E    Elect Director Roger L. Jarvis          For       For          Management
1F    Elect Director Eric L. Mattson          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management

5 Approve Executive Incentive Bonus Plan For For Management


NOBLE ENERGY, INC.

Ticker: NBL Security ID: 655044105 Meeting Date: APR 23, 2013 Meeting Type: Annual

Record Date:  MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey L. Berenson      For       For          Management
1.2   Elect Director Michael A. Cawley        For       For          Management
1.3   Elect Director Edward F. Cox            For       For          Management
1.4   Elect Director Charles D. Davidson      For       For          Management
1.5   Elect Director Thomas J. Edelman        For       For          Management
1.6   Elect Director Eric P. Grubman          For       For          Management
1.7   Elect Director Kirby L. Hedrick         For       For          Management
1.8   Elect Director Scott D. Urban           For       For          Management
1.9   Elect Director William T. Van Kleef     For       For          Management
1.10  Elect Director Molly K. Williamson      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Adopt the Jurisdiction of               For       Against      Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
6     Amend Bylaws to Change Certain          For       For          Management
      Provisions


PFIZER INC.

Ticker: PFE Security ID: 717081103 Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date:  FEB 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis A. Ausiello       For       For          Management
1.2   Elect Director M. Anthony Burns         For       For          Management
1.3   Elect Director W. Don Cornwell          For       For          Management
1.4   Elect Director Frances D. Fergusson     For       For          Management
1.5   Elect Director William H. Gray, III     For       For          Management
1.6   Elect Director Helen H. Hobbs           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 George A. Lorch          For       For          Management
1.10  Elect Director Suzanne Nora Johnson     For       For          Management
1.11  Elect Director Ian C. Read              For       For          Management
1.12  Elect Director Stephen W. Sanger        For       For          Management
1.13  Elect Director Marc Tessier-Lavigne     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

4 Stock Retention/Holding Period Against For Shareholder
5 Provide Right to Act by Written Consent Against For Shareholder


PHILIP MORRIS INTERNATIONAL INC.

Ticker: PM Security ID: 718172109 Meeting Date: MAY 08, 2013 Meeting Type: Annual

Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harold Brown             For       For          Management
1.2   Elect Director Mathis Cabiallavetta     For       For          Management
1.3   Elect Director Andre Calantzopoulos     For       For          Management
1.4   Elect Director Louis C. Camilleri       For       For          Management
1.5   Elect Director J. Dudley Fishburn       For       For          Management
1.6   Elect Director Jennifer Li              For       For          Management
1.7   Elect Director Graham Mackay            For       For          Management
1.8   Elect Director Sergio Marchionne        For       Against      Management
1.9   Elect Director Kalpana Morparia         For       For          Management
1.10  Elect DirectorLucio A. Noto             For       For          Management
1.11  Elect Director Robert B. Polet          For       For          Management
1.12  Elect Director Carlos Slim Helu         For       For          Management
1.13  Elect Director Stephen M. Wolf          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


PPG INDUSTRIES, INC.

Ticker: PPG Security ID: 693506107 Meeting Date: APR 18, 2013 Meeting Type: Annual

Record Date:  FEB 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James G. Berges          For       For          Management
1.2   Elect Director John V. Faraci           For       For          Management
1.3   Elect Director Victoria F. Haynes       For       For          Management
1.4   Elect Director Martin H. Richenhagen    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Declassify the Board of Directors       For       For          Management
4     Ratify Auditors                         For       For          Management

5 Reduce Supermajority Vote Requirement Against For Shareholder


QUALCOMM INCORPORATED

Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 05, 2013 Meeting Type: Annual Record Date: JAN 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Barbara T. Alexander     For       For          Management
1b    Elect Director Donald G. Cruickshank    For       For          Management
1c    Elect Director Raymond V. Dittamore     For       For          Management
1d    Elect Director Susan Hockfield          For       For          Management
1e    Elect Director Thomas W. Horton         For       For          Management
1f    Elect Director Paul E. Jacobs           For       For          Management
1g    Elect Director Sherry Lansing           For       For          Management
1h    Elect Director Duane A. Nelles          For       For          Management
1i    Elect Director Francisco Ros            For       For          Management
1j    Elect Director Brent Scowcroft          For       For          Management
1k    Elect Director Marc I. Stern            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


SANOFI

Ticker: SAN Security ID: F5548N101 Meeting Date: MAY 03, 2013 Meeting Type: Annual/Special Record Date: APR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.77 per Share
4     Elect Fabienne Lecorvaisier as Director For       For          Management
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 1.3 Billion
7     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 520 Million
8     Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
9     Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
10    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 500 Million for Bonus
      Issue or Increase in Par Value
11    Approve Employee Stock Purchase Plan    For       For          Management
12    Authorize up to 0.2 Percent of Issued   For       For          Management
      Capital for Use in Grants of
      Restricted Shares in Substitution for
      Discount under Capital Increases for
      Employee Stock Purchase Plans
13    Authorize up to 0.7 Percent of Issued   For       For          Management
      Capital for Use in Stock Option Plan
14    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
15    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


THE ADT CORPORATION

Ticker:       ADT            Security ID:  00101J106
Meeting Date: MAR 14, 2013   Meeting Type: Annual
Record Date:  JAN 16, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas Colligan          For       For          Management
1.2   Elect Director Timothy Donahue          For       For          Management
1.3   Elect Director Robert Dutkowsky         For       For          Management
1.4   Elect Director Bruce Gordon             For       For          Management
1.5   Elect Director Naren Gursahaney         For       For          Management
1.6   Elect Director Bridgette Heller         For       For          Management
1.7   Elect Director Kathleen Hyle            For       For          Management
1.8   Elect Director Keith Meister            For       For          Management
1.9   Elect Director Dinesh Paliwal           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

4 Advisory Vote on Say on Pay Frequency One Year One Year Management


THE J. M. SMUCKER COMPANY

Ticker: SJM Security ID: 832696405 Meeting Date: AUG 15, 2012 Meeting Type: Annual Record Date: JUN 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Paul J. Dolan            For       For          Management
2     Elect Director Nancy Lopez Knight       For       For          Management
3     Elect Director Gary A. Oatey            For       For          Management
4     Elect Director Alex Shumate             For       For          Management
5     Elect Director Timothy P. Smucker       For       For          Management
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Declassify the Board of Directors       Against   For          Shareholder
9     Prepare Coffee Sustainability Plan      Against   Abstain      Shareholder


THE TJX COMPANIES, INC.

Ticker:       TJX            Security ID:  872540109
Meeting Date: JUN 11, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Zein Abdalla             For       For          Management
1.2   Elect Director Jose B. Alvarez          For       For          Management
1.3   Elect Director Alan M. Bennett          For       For          Management
1.4   Elect Director Bernard Cammarata        For       For          Management
1.5   Elect Director David T. Ching           For       For          Management
1.6   Elect Director Michael F. Hines         For       For          Management
1.7   Elect Director Amy B. Lane              For       For          Management
1.8   Elect Director Dawn G. Lepore           For       For          Management
1.9   Elect Director Carol Meyrowitz          For       For          Management
1.10  Elect Director John F. O'Brien          For       For          Management
1.11  Elect Director Willow B. Shire          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


TOWERS WATSON & CO.

Ticker: TW Security ID: 891894107 Meeting Date: NOV 16, 2012 Meeting Type: Annual Record Date: SEP 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Victor F. Ganzi          For       For          Management
1b    Elect Director John J. Haley            For       For          Management
1c    Elect Director Leslie S. Heisz          For       For          Management
1d    Elect Director Brendan R. O'Neill       For       For          Management
1e    Elect Director Linda D. Rabbitt         For       For          Management
1f    Elect Director Gilbert T. Ray           For       For          Management
1g    Elect Director Paul Thomas              For       For          Management
1h    Elect Director Wilhelm Zeller           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  H89128104
Meeting Date: SEP 14, 2012   Meeting Type: Special
Record Date:  JUL 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Special Dividends               For       For          Management
2     Approve Special Dividends               For       For          Management
3.1   Elect George R. Oliver as Director      For       For          Management
3.2   Elect Frank M. Drendel as Director      For       For          Management

4 Approve Dividends For For Management
5 Approve Omnibus Stock Plan For For Management


TYCO INTERNATIONAL LTD.

Ticker: TYC Security ID: H89128104 Meeting Date: MAR 06, 2013 Meeting Type: Annual Record Date: JAN 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3.1   Elect Director Edward D. Breen          For       For          Management
3.2   Elect Director Michael E. Daniels       For       For          Management
3.3   Elect Director Frank M. Drendel         For       For          Management
3.4   Elect Director Brian Duperreault        For       For          Management
3.5   Elect Director Rajiv L. Gupta           For       For          Management
3.6   Elect Director John A. Krol             For       For          Management
3.7   Elect Director George R. Oliver         For       For          Management
3.8   Elect Director Brendan R. O'Neill       For       For          Management
3.9   Elect Director Sandra S. Wijnberg       For       For          Management
3.10  Elect Director R. David Yost            For       For          Management
4a    Ratify Deloitte AG as Auditors          For       For          Management
4b    Appoint Deloitte & Touche LLP as        For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2012/2013
4c    Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditors
5a    Approve Allocation of Income            For       For          Management
5b    Approve Ordinary Cash Dividend          For       For          Management
6     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
7     Renew Authorized Capital                For       For          Management
8     Approve Reduction in Share Capital      For       For          Management


UNITED PARCEL SERVICE, INC.

Ticker: UPS Security ID: 911312106 Meeting Date: MAY 02, 2013 Meeting Type: Annual Record Date: MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director F. Duane Ackerman        For       For          Management
1b    Elect Director Michael J. Burns         For       For          Management
1c    Elect Director D. Scott Davis           For       For          Management
1d    Elect Director Stuart E. Eizenstat      For       For          Management
1e    Elect Director Michael L. Eskew         For       For          Management
1f    Elect Director William R. Johnson       For       For          Management
1g    Elect Director Candace Kendle           For       For          Management
1h    Elect Director Ann M. Livermore         For       For          Management
1i    Elect Director Rudy H. P. Markham       For       For          Management
1j    Elect Director Clark T. Randt, Jr.      For       For          Management
1k    Elect Director Carol B. Tome            For       For          Management
1l    Elect Director Kevin M. Warsh           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share


UNITEDHEALTH GROUP INCORPORATED

Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 03, 2013 Meeting Type: Annual Record Date: APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William C. Ballard, Jr.  For       For          Management
1b    Elect Director Edson Bueno              For       For          Management
1c    Elect Director Richard T. Burke         For       For          Management
1d    Elect Director Robert J. Darretta       For       For          Management
1e    Elect Director Stephen J. Hemsley       For       For          Management
1f    Elect Director Michele J. Hooper        For       For          Management
1g    Elect Director Rodger A. Lawson         For       For          Management
1h    Elect Director Douglas W. Leatherdale   For       For          Management
1i    Elect Director Glenn M. Renwick         For       For          Management
1j    Elect Director Kenneth I. Shine         For       For          Management
1k    Elect Director Gail R. Wilensky         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management

4 Report on Lobbying Payments and Policy Against For Shareholder


VULCAN MATERIALS COMPANY

Ticker: VMC Security ID: 929160109 Meeting Date: MAY 10, 2013 Meeting Type: Annual Record Date: MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Douglas J. McGregor      For       For          Management
1.2   Elect Director Lee J. Styslinger, III   For       For          Management
1.3   Elect Director Vincent J. Trosino       For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Eliminate Supermajority Vote            For       For          Management
      Requirement
5     Declassify the Board of Directors       For       For          Management

6 Require Independent Board Chairman Against For Shareholder


WESTERN DIGITAL CORPORATION

Ticker: WDC Security ID: 958102105 Meeting Date: NOV 08, 2012 Meeting Type: Annual Record Date: SEP 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Kathleen A. Cote         For       For          Management
1b    Elect Director John F. Coyne            For       For          Management
1c    Elect Director Henry T. DeNero          For       For          Management
1d    Elect Director William L. Kimsey        For       For          Management
1e    Elect Director Michael D. Lambert       For       For          Management
1f    Elect Director Len J. Lauer             For       For          Management
1g    Elect Director Matthew E. Massengill    For       For          Management
1h    Elect Director Roger H. Moore           For       For          Management
1i    Elect Director Kensuke Oka              For       For          Management
1j    Elect Director Thomas E. Pardun         For       For          Management
1k    Elect Director Arif Shakeel             For       For          Management
1l    Elect Director Masahiro Yamamura        For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management

========== 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.

Registrant:                          Oppenheimer Main Street Funds, Inc.

By:                                                William F. Glavin, Jr.*
                                                  William F. Glavin, Jr.,
                                 President and Principal Executive Officer

Date:  August 30, 2013

*By:   /s/ Randy Legg
       Randy Legg, Attorney in Fact

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