-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LOG/bT4lYR0lxLLhLfIUddhWDObjVi/aVq29YwE6ZYnEqOWMOpVMtNdYcaSOQrVe 2oHmRoQ2JfPknHzmc/65yg== 0001135428-04-000354.txt : 20040813 0001135428-04-000354.hdr.sgml : 20040813 20040813172013 ACCESSION NUMBER: 0001135428-04-000354 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040813 EFFECTIVENESS DATE: 20040813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARTWELL DIVIDEND & INCOME FUND INC CENTRAL INDEX KEY: 0001059213 IRS NUMBER: 510382212 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-08747 FILM NUMBER: 04975350 BUSINESS ADDRESS: STREET 1: 800 SCUDDERS MILL RD CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 6102961400 MAIL ADDRESS: STREET 1: 800 SCUDDERS MILL RD CITY: PLAINSBORO STATE: NJ ZIP: 08536 N-PX 1 chartwell_npx.txt Form N-PX Annual Report of Proxy Voting Record of Chartwell Dividend & Income Fund Inc Investment Company Act File Number: 811-08747 Registrant Chartwell Dividend & Income Fund Inc 1235 Westlakes Dr. Suite 400 Berwyn, PA 19312-2416 Agent for Service Timothy Riddle Chartwell Dividend & Income Fund Inc 1235 Westlakes Dr. Suite 400 Berwyn, PA 19312-2416 (610) 296-1400 Date of Reporting Period: July 1, 2003 to June 30, 2004 Chartwell Dividend & Income Fund Inc
Proposal Proposed by Management Position Registrant Voted ACCENTURE LTD BERMUDA Ticker: ACN Security ID: G1150G111 Meeting Date: FEB 5, 2004 Meeting Type: Annual 1 Appoint Dennis F. Hightower, William L. Kimsey, Robert I. Lipp, and Wulf von Schimmelmann as Directors Management For For 2 Approve KPMG LLP as Independent Auditors and Authorize Board to Fix Their Remuneration Management For For 3 Transact Other Business (Non-Voting) Management None None ACE LTD. Ticker: ACE Security ID: G0070K103 Meeting Date: MAY 27, 2004 Meeting Type: Annual 1.1 Elect Director Brian Duperreault Management For For 1.2 Elect Director Robert M. Hernandez Management For For 1.3 Elect Director Peter Menikoff Management For For 1.4 Elect Director Robert Ripp Management For For 1.5 Elect Director Dermot F. Smurfit Management For For 2 Proposal to Approve the Ace Limited 2004 Long-Term Incentive Plan. Management For For 3 Proposal to Ratify the Appointment of PriceWaterhouseCoopers LLP Independent Accountants Of Ace Limited as the For the Fiscal Year Ending December 31, 2004. Management For For ALCOA INC. Ticker: AA Security ID: 13817101 Meeting Date: APR 30, 2004 Meeting Type: Annual 1.1 Elect Director Alain J.P. Belda Management For For 1.2 Elect Director Carlos Ghosn Management For For 1.3 Elect Director Henry B. Schacht Management For For 1.4 Elect Director Franklin A. Thomas Management For For 2 Approve Omnibus Stock Plan Management For For 3 Report on Pay Disparity Shareholder Against Against 4 Submit Severance Agreement (Change-in-Control) to Shareholder Vote Shareholder Against Against ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: APR 29, 2004 Meeting Type: Annual 1.1 Elect Director Elizabeth E. Bailey Management For For 1.2 Elect Director Mathis Cabiallavetta Management For For 1.3 Elect Director Louis C. Camilleri Management For For 1.4 Elect Director J. Dudley Fishburn Management For For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted ALTRIA GROUP, INC. (continued) 1.5 Elect Director Robert E. R. Huntley Management For For 1.6 Elect Director Thomas W. Jones Management For For 1.7 Elect Director Lucio A. Noto Management For For 1.8 Elect Director John S. Reed Management For For 1.9 Elect Director Carlos Slim Helu Management For For 1.1 Elect Director Stephen M. Wolf Management For For 2 Ratify Auditors Management For For 3 Report on Product Warnings for Pregnant Women Shareholder Against Against 4 Report on Health Risks Associated with Cigarette Filters Shareholder Against Against 5 Political Contributions/Activities Shareholder Against Against 6 Cease Use of Light and Ultra Light in Cigarette Marketing Shareholder Against Against 7 Place Canadian Style Warnings on Cigarette Packaging Shareholder Against Against 8 Separate Chairman and CEO Positions Shareholder Against For AMSOUTH BANCORPORATION Ticker: ASO Security ID: 32165102 Meeting Date: APR 15, 2004 Meeting Type: Annual 1.1 Elect Director Claude B. Nielsen Management For For 1.2 Elect Director Cleophus Thomas, Jr. Management For For 2 Ratify Auditors Management For For 3 Approve Employee Stock Purchase Plan Management For For 4 Amend Omnibus Stock Plan Management For For 5 Approve Non-Employee Director Stock Option Plan Management For For 6 Political Contributions Shareholder Against Against BANK OF AMERICA CORP. Ticker: BAC Security ID: 60505104 Meeting Date: MAR 17, 2004 Meeting Type: Special 1 Approve Merger Agreement Management For For 2 Amend Omnibus Stock Plan Management For For 3 Increase Authorized Common Stock Management For For 4 Adjourn Meeting Management For Against Meeting Date: MAY 26, 2004 Meeting Type: Annual 1.1 Elect Director William Barnet, III Management For For 1.2 Elect Director Charles W. Coker Management For For 1.3 Elect Director John T. Collins Management For For 1.4 Elect Director Gary L. Countryman Management For For 1.5 Elect Director Paul Fulton Management For For 1.6 Elect Director Charles K. Gifford Management For For 1.7 Elect Director Donald E. Guinn Management For For 1.8 Elect Director James H. Hance, Jr. Management For For 1.9 Elect Director Kenneth D. Lewis Management For For 1.1 Elect Director Walter E. Massey Management For For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted BANK OF AMERICA CORP. (continued) 1.11 Elect Director Thomas J. May Management For For 1.12 Elect Director C. Steven McMillan Management For For 1.13 Elect Director Eugene M. McQuade Management For For 1.14 Elect Director Patricia E. Mitchell Management For For 1.15 Elect Director Edward L. Romero Management For For 1.16 Elect Director Thomas M. Ryan Management For For 1.17 Elect Director O. Temple Sloan, Jr. Management For For 1.18 Elect Director Meredith R. Spangler Management For For 1.19 Elect Director Jackie M. Ward Management For For 2 Ratify Auditors Management For For 3 Change Date of Annual Meeting Shareholder Against Against 4 Adopt Nomination Procedures for the Board Against Against Shareholder 5 Charitable Contributions Shareholder Against Against 6 Establish Independent Committee to Review Mutual Fund Policy Shareholder Against Against 7 Adopt Standards Regarding Privacy and Information Security Shareholder Against Against BANK OF NEW YORK CO., INC., THE Ticker: BK Security ID: 64057102 Meeting Date: APR 13, 2004 Meeting Type: Annual 1.1 Elect Director Frank J. Biondi, Jr. Management For For 1.2 Elect Director Nicholas M. Donofrio Management For For 1.3 Elect Director Alan R. Griffith Management For For 1.4 Elect Director Gerald L. Hassell Management For For 1.5 Elect Director Richard J. Kogan Management For For 1.6 Elect Director Michael J. Kowalski Management For For 1.7 Elect Director John A. Luke, Jr. Management For For 1.8 Elect Director John C. Malone Management For For 1.9 Elect Director Paul Myners, CBE Management For For 1.1 Elect Director Robert C. Pozen Management For For 1.11 Elect Director Catherine A. Rein Management For For 1.12 Elect Director Thomas A. Renyi Management For For 1.13 Elect Director William C. Richardson Management For For 1.14 Elect Director Brian L. Roberts Management For For 1.15 Elect Director Samuel C. Scott III Management For For 2 Ratify Auditors Management For For 3 Amend Executive Incentive Bonus Plan Management For For 4 Report on Political Contributions Shareholder Against Against 5 Limit Executive Compensation Shareholder Against Against 6 Limit Composition of Committee to Independent Directors Shareholder Against Against 7 Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote Shareholder Against For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted BOSTON PROPERTIES INC. Ticker: BXP Security ID: 101121101 Meeting Date: MAY 5, 2004 Meeting Type: Annual 1.1 Elect Director Mortimer B. Zuckerman Management For For 1.2 Elect Director Carol B. Einiger Management For For 1.3 Elect Director Alan B. Landis Management For For 1.4 Elect Director Richard E. Salomon Management For For 2 Declassify the Board of Directors Shareholder Against For BRE PROPERTIES, INC. Ticker: BRE Security ID: 5.56E+109 Meeting Date: MAY 20, 2004 Meeting Type: Annual 1 Declassify the Board of Directors Management For For 2.1 Elect Director Robert A. Fiddaman Management For For 2.2 Elect Director Roger P. Kuppinger Management For For 2.3 Elect Director Jeanne R. Myerson Management For For 3 Ratify Auditors Management For For CARRAMERICA REALTY CORP. Ticker: CRE Security ID: 144418100 Meeting Date: APR 29, 2004 Meeting Type: Annual 1.1 Elect Director Thomas A. Carr Management For For 1.2 Elect Director Joan Carter Management For For 1.3 Elect Director Robert E. Torray Management For For 1.4 Elect Director Wesley S. Williams, Jr. Management For For 1.5 Elect Director Andrew F. Brimmer Management For For 1.6 Elect Director Philip L. Hawkins Management For For 1.7 Elect Director Timothy Howard Management For For 2 Establish Term Limits for Directors Shareholder Against Against CINERGY CORP. Ticker: CIN Security ID: 172474108 Meeting Date: MAY 4, 2004 Meeting Type: Annual 1.1 Elect Director Michael G. Browning Management For For 1.2 Elect Director George C. Juilfs Management For For 1.3 Elect Director Dudley S. Taft Management For For 2 Ratify Auditors Management For For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 20, 2004 Meeting Type: Annual 1.1 Elect Director C. Michael Armstrong Management For For 1.2 Elect Director Alain J.P. Belda Management For For 1.3 Elect Director George David Management For For 1.4 Elect Director Kenneth T. Derr Management For For 1.5 Elect Director John M. Deutch Management For For 1.6 Elect Director Roberto Hernandez Ramirez Management For For 1.7 Elect Director Ann Dibble Jordan Management For For 1.8 Elect Director Dudley C. Mecum Management For For 1.9 Elect Director Richard D. Parsons Management For For 1.1 Elect Director Andrall E. Pearson Management For For 1.11 Elect Director Charles Prince Management For For 1.12 Elect Director Robert E. Rubin Management For For 1.13 Elect Director Franklin A. Thomas Management For For 1.14 Elect Director Sanford I. Weill Management For For 1.15 Elect Director Robert B. Willumstad Management For For 2 Ratify Auditors Management For For 3 Limit Executive Compensation Shareholder Against Against 4 Report on Political Contributions/Activities Shareholder Against Against 5 Prohibit Awards to Executives Shareholder Against Against 6 Separate Chairman and CEO Positions Shareholder Against Against CONAGRA FOODS INC. Ticker: CAG Security ID: 205887102 Meeting Date: SEP 25, 2003 Meeting Type: Annual 1.1 Elect Director David H. Batchelder Management For For 1.2 Elect Director Robert A. Krane Management For For 1.3 Elect Director Mark H. Rauenhorst Management For For 1.4 Elect Director Bruce Rohde Management For For 2 Ratify Auditors Management For For 4 Genetically Modified Organisms (GMO) Shareholder Against Against 5 Modify Current and Future Stock Option Plans Shareholder Against Against 6 Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote Shareholder Against For DUKE REALTY CORPORATION Ticker: DRE Security ID: 264411505 Meeting Date: APR 28, 2004 Meeting Type: Annual 1.1 Elect Director Barrington H. Branch Management For For 1.2 Elect Director Gary A. Burk Management For For 1.3 Elect Director Geoffrey Button Management For For 1.4 Elect Director William Cavanaugh III Management For For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted DUKE REALTY CORPORATION (continued) 1.5 Elect Director Ngaire E. Cuneo Management For For 1.6 Elect Director Charles R. Eitel Management For For 1.7 Elect Director Thomas L. Hefner Management For For 1.8 Elect Director L. Ben Lytle Management For For 1.9 Elect Director William O. McCoy Management For For 1.1 Elect Director John W. Nelley, Jr. Management For For 1.11 Elect Director Dennis D. Oklak Management For For 1.12 Elect Director James E. Rogers Management For For 1.13 Elect Director Jack R. Shaw Management For For 1.14 Elect Director Robert J. Woodward, Jr. Management For For 1.15 Elect Director Darell E. Zink, Jr. Management For For 2 Ratify Auditors Management For For 3 Separate Chairman and CEO Positions Shareholder Against For DUQUESNE LIGHT HOLDINGS INC Ticker: DQE Security ID: 266233105 Meeting Date: MAY 27, 2004 Meeting Type: Annual 1.1 Elect Director Doreen E. Boyce Management For For 1.2 Elect Director Charles C. Cohen Management For Withhold 1.3 Elect Director Morgan K. O'Brien Management For For 2 Amend Omnibus Stock Plan Management For For 3 Ratify Auditors Management For For EQUITY OFFICE PROPERTIES TRUST Ticker: EOP Security ID: 294741103 Meeting Date: MAY 19, 2004 Meeting Type: Annual 1.1 Elect Director Thomas E. Dobrowski Management For For 1.2 Elect Director William M. Goodyear Management For For 1.3 Elect Director James D. Harper, Jr. Management For For 1.4 Elect Director Richard D. Kincaid Management For For 1.5 Elect Director David K. Mckown Management For For 1.6 Elect Director Sheli Z. Rosenberg Management For For 1.7 Elect Director Edwin N. Sidman Management For For 1.8 Elect Director J. H.W.R. Van Der Vlist Management For For 1.9 Elect Director Samuel Zell Management For For 2 Ratify Auditors Management For For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted FANNIE MAE Ticker: FNM Security ID: 313586109 Meeting Date: MAY 25, 2004 Meeting Type: Annual 1.1 Elect Director Stephen B. Ashley Management For For 1.2 Elect Director Kenneth M. Duberstein Management For For 1.3 Elect Director Thomas P. Gerrity Management For For 1.4 Elect Director Timothy Howard Management For For 1.5 Elect Director Ann Korologos Management For For 1.6 Elect Director Frederic V. Malek Management For For 1.7 Elect Director Donald B. Marron Management For For 1.8 Elect Director Daniel H. Mudd Management For For 1.9 Elect Director Anne M. Mulcahy Management For For 1.1 Elect Director Joe K. Pickett Management For For 1.11 Elect Director Leslie Rahl Management For For 1.12 Elect Director Franklin D. Raines Management For For 1.13 Elect Director H. Patrick Swygert Management For For 2 Ratify Auditors Management For For 3 Amend Employee Stock Purchase Plan Management For For 4 Provide for Cumulative Voting Shareholder Against For FLEETBOSTON FINANCIAL CORP. Ticker: FLT Security ID: 339030108 Meeting Date: MAR 17, 2004 Meeting Type: Special 1 Approve Merger Agreement Management For For 2 Adjourn Meeting Management For Against FREDDIE MAC Ticker: FRE Security ID: 313400301 Meeting Date: MAR 31, 2004 Meeting Type: Annual 1.1 Elect Director Joan E. Donoghue Management For For 1.2 Elect Director Michelle Engler Management For For 1.3 Elect Director Richard Karl Goeltz Management For For 1.4 Elect Director George D. Gould Management For For 1.5 Elect Director Henry Kaufman Management For For 1.6 Elect Director John B. Mccoy Management For For 1.7 Elect Director Shaun F. O'Malley Management For For 1.8 Elect Director Ronald F. Poe Management For For 1.9 Elect Director Stephen A. Ross Management For For 1.1 Elect Director Donald J. Schuenke Management For For 1.11 Elect Director Christina Seix Management For For 1.12 Elect Director Richard F. Syron Management For For 1.13 Elect Director William J. Turner Management For For 2 Ratify Auditors Management For For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted GENERAL MILLS, INC. Ticker: GIS Security ID: 370334104 Meeting Date: SEP 22, 2003 Meeting Type: Annual 1.1 Elect Director Stephen R. Demeritt Management For For 1.2 Elect Director Livio D. DeSimone Management For For 1.3 Elect Director William T. Esrey Management For For 1.4 Elect Director Raymond V. Gilmartin Management For For 1.5 Elect Director Judith Richards Hope Management For For 1.6 Elect Director Robert L. Johnson Management For For 1.7 Elect Director John M. Keenan Management For For 1.8 Elect Director Heidi G. Miller Management For For 1.9 Elect Director Hilda Ochoa-Brillembourg Management For For 1.1 Elect Director Stephen W. Sanger Management For For 1.11 Elect Director A. Michael Spence Management For For 1.12 Elect Director Dorothy A. Terrell Management For For 1.13 Elect Director Raymond G. Viault Management For For 1.14 Elect Director Paul S. Walsh Management For For 2 Ratify Auditors Management For For 3 Approve Omnibus Stock Plan Management For For H. J. HEINZ CO. Ticker: HNZ Security ID: 423074103 Meeting Date: SEP 12, 2003 Meeting Type: Annual 1.1 Elect Director William R. Johnson Management For For 1.2 Elect Director Charles E. Bunch Management For For 1.3 Elect Director Mary C. Choksi Management For For 1.4 Elect Director Leonard S. Coleman, Jr. Management For For 1.5 Elect Director Peter H. Coors Management For For 1.6 Elect Director Edith E. Holiday Management For For 1.7 Elect Director Candace Kendle Management For For 1.8 Elect Director Dean R. O'Hare Management For For 1.9 Elect Director Lynn C. Swann Management For For 1.1 Elect Director Thomas J. Usher Management For For 1.11 Elect Director James M. Zimmerman Management For For 2 Ratify Auditors Management For For HALLIBURTON CO. Ticker: HAL Security ID: 406216101 Meeting Date: MAY 19, 2004 Meeting Type: Annual 1.1 Elect Director Robert L. Crandall Management For For 1.2 Elect Director Kenneth T. Derr Management For For 1.3 Elect Director Charles J. DiBona Management For For 1.4 Elect Director W. R. Howell Management For For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted HALLIBURTON CO. (continued) 1.5 Elect Director Ray L. Hunt Management For For 1.6 Elect Director David J. Lesar Management For For 1.7 Elect Director Aylwin B. Lewis Management For For 1.8 Elect Director J. Landis Martin Management For For 1.9 Elect Director Jay A. Precourt Management For For 1.1 Elect Director Debra L. Reed Management For For 1.11 Elect Director C. J. Silas Management For For 2 Increase Authorized Common Stock Management For For 3 Review/Report on Operations in Iran Shareholder Against Against 4 Require Affirmative Vote of a Majority of the Shares to Elect Directors Shareholder Against Against 5 Separate Chairman and CEO Positions Shareholder Against Against HARTFORD FINANCIAL SERVICES GROUP, INC., THE Ticker: HIG Security ID: 416515104 Meeting Date: MAY 20, 2004 Meeting Type: Annual 1.1 Elect Director Ramani Ayer Management For For 1.2 Elect Director Ronald E. Ferguson Management For For 1.3 Elect Director Edward J. Kelly, III Management For For 1.4 Elect Director Paul G. Kirk, Jr. Management For For 1.5 Elect Director Thomas M. Marra Management For For 1.6 Elect Director Gail J. McGovern Management For For 1.7 Elect Director Robert W. Selander Management For For 1.8 Elect Director Charles B. Strauss Management For For 1.9 Elect Director H. Patrick Swygert Management For For 1.1 Elect Director Gordon I. Ulmer Management For For 1.11 Elect Director David K. Zwiener Management For For 2 Ratify Auditors Management For For 3 Limit Executive Compensation Shareholder Against Against HEWLETT-PACKARD CO. Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 17, 2004 Meeting Type: Annual 1.1 Elect Director L.T. Babbio, Jr. Management For For 1.2 Elect Director P.C. Dunn Management For For 1.3 Elect Director C.S. Fiorina Management For For 1.4 Elect Director R.A. Hackborn Management For For 1.5 Elect Director G.A. Keyworth II Management For For 1.6 Elect Director R.E. Knowling, Jr. Management For For 1.7 Elect Director S.M. Litvack Management For Withhold 1.8 Elect Director R.L. Ryan Management For For 1.9 Elect Director L.S. Salhany Management For For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted HEWLETT-PACKARD CO. (continued) 2 Ratify Auditors Management For For 3 Approve Omnibus Stock Plan Management For For 4 Expense Stock Options Shareholder Against For HSBC HOLDINGS PLC Ticker: Security ID: 404280406 Meeting Date: MAY 28, 2004 Meeting Type: Annual 1 To Receive the Report and Accounts For 2003 Management For For 2.1 Elect Director the Lord Butler Management For For 2.2 Elect Director the Baroness Dunn Management For For 2.3 Elect Director R A Fairhead Management For For 2.4 Elect Director W K L Fung Management For For 2.5 Elect Director M F Geoghegan Management For For 2.6 Elect Director S Hintze Management For For 2.7 Elect Director Sir John Kemp-Welch Management For For 2.8 Elect Director Sir Mark Moody-Stuart Management For For 2.9 Elect Director H Sohmen Management For For 3 Ratify Auditors Management For For 4 To Approve the Directors Remuneration Report for 2003 Management For For 5 To Authorise the Company to Purchase Its Own Ordinary Shares Management For For 6 To Authorise the Directors to Allot Shares Management For For 7 To Disapply Pre-Emption Rights (Special Resolution) Management For For 8 To Increase the Fees Payable to Each Director to 55,000 Pounds Per Annum Management For For INTERNATIONAL BUSINESS MACHINES CORP. Ticker: IBM Security ID: 459200101 Meeting Date: APR 27, 2004 Meeting Type: Annual 1.1 Elect Director Cathleen Black Management For For 1.2 Elect Director Kenneth I. Chenault Management For For 1.3 Elect Director Carlos Ghosn Management For For 1.4 Elect Director Nannerl O. Keohane Management For For 1.5 Elect Director Charles F. Knight Management For For 1.6 Elect Director Lucio A. Noto Management For For 1.7 Elect Director Samuel J. Palmisano Management For For 1.8 Elect Director John B. Slaughter Management For For 1.9 Elect Director Joan E. Spero Management For For 1.1 Elect Director Sidney Taurel Management For For 1.11 Elect Director Charles M. Vest Management For For 1.12 Elect Director Lorenzo H. Zambrano Management For For 2 Ratify Auditors Management For For 3 Ratify Auditors for the Company's Business Consulting Services Unit Management For For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted INTERNATIONAL BUSINESS MACHINES CORP. (continued) 4 Approve Executive Incentive Bonus Plan Management For For 5 Provide for Cumulative Voting Shareholder Against For 6 Amend Pension and Retirement Medical Insurance Plans Shareholder Against Against 7 Submit Executive Compensation to Vote Shareholder Against For 8 Expense Stock Options Shareholder Against For 9 Limit Awards to Executives Shareholder Against Against 10 China Principles Shareholder Against Against 11 Report on Political Contributions/Activities Shareholder Against Against 12 Report on Executive Compensation Shareholder Against Against ISTAR FINANCIAL INC. Ticker: SFI Security ID: 45031U101 Meeting Date: MAY 25, 2004 Meeting Type: Annual 1.1 Elect Director Jay Sugarman Management For Withhold 1.2 Elect Director Willis Andersen, Jr. Management For For 1.3 Elect Director Robert W. Holman, Jr. Management For For 1.4 Elect Director Robin Josephs Management For Withhold 1.5 Elect Director John G. McDonald Management For Withhold 1.6 Elect Director George R. Puskar Management For For 1.7 Elect Director Jeffrey A. Weber Management For For 2 Amend Deferred Compensation Plan Management For For 3 Amend Omnibus Stock Plan Management For Against 4 Ratify Auditors Management For For JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 22, 2004 Meeting Type: Annual 1.1 Elect Director Gerard N. Burrow Management For For 1.2 Elect Director Mary S. Coleman Management For For 1.3 Elect Director James G. Cullen Management For For 1.4 Elect Director Robert J. Darretta Management For For 1.5 Elect Director M. Judah Folkman Management For For 1.6 Elect Director Ann D. Jordan Management For For 1.7 Elect Director Arnold G. Langbo Management For For 1.8 Elect Director Susan L. Lindquist Management For For 1.9 Elect Director Leo F. Mullin Management For For 1.1 Elect Director Steven S Reinemund Management For For 1.11 Elect Director David Satcher Management For For 1.12 Elect Director Henry B. Schacht Management For For 1.13 Elect Director William C. Weldon Management For For 2 Ratify Auditors Management For For 3 Cease Charitable Contributions Shareholder Against Against Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted JP MORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 25, 2004 Meeting Type: Annual 1 Approve Merger Agreement Management For For 2.1 Elect Director Hans W. Becherer Management For For 2.2 Elect Director Frank A. Bennack, Jr. Management For For 2.3 Elect Director John H. Biggs Management For For 2.4 Elect Director Lawrence A. Bossidy Management For For 2.5 Elect Director Ellen V. Futter Management For For 2.6 Elect Director William H. Gray, III Management For For 2.7 Elect Director William B. Harrison, Jr Management For For 2.8 Elect Director Helene L. Kaplan Management For For 2.9 Elect Director Lee R. Raymond Management For For 2.1 Elect Director John R. Stafford Management For For 3 Ratify Auditors Management For For 4 Amend Executive Incentive Bonus Plan Management For For 5 Adjourn Meeting Management For Against 6 Establish Term Limits for Directors Shareholder Against Against 7 Charitable Contributions Shareholder Against Against 8 Political Contributions Shareholder Against Against 9 Separate Chairman and CEO Positions Shareholder Against For 10 Provide Adequate Disclosure for over the counter Derivatives Shareholder Against Against 11 Auditor Independence Shareholder Against Against 12 Submit Non-Employee Director Compensation to Vote Shareholder Against Against 13 Report on Pay Disparity Shareholder Against Against KEYSPAN CORPORATION Ticker: KSE Security ID: 49337W100 Meeting Date: MAY 20, 2004 Meeting Type: Annual 1.1 Elect Director Robert B. Catell Management For For 1.2 Elect Director Andrea S. Christensen Management For For 1.3 Elect Director Alan H. Fishman Management For For 1.4 Elect Director J. Atwood Ives Management For For 1.5 Elect Director James R. Jones Management For For 1.6 Elect Director James L. Larocca Management For For 1.7 Elect Director Gloria C. Larson Management For For 1.8 Elect Director Stephen W. Mckessy Management For For 1.9 Elect Director Edward D. Miller Management For For 1.1 Elect Director Vikki L. Pryor Management For For 2 Ratify Auditors Management For For 3 Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote Shareholder Against For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted LINCOLN NATIONAL CORP. Ticker: LNC Security ID: 534187109 Meeting Date: MAY 13, 2004 Meeting Type: Annual 1.1 Elect Director William J. Avery Management For For 1.2 Elect Director Jon A. Boscia Management For For 1.3 Elect Director Eric G. Johnson Management For For 1.4 Elect Director Glenn F. Tilton Management For For 2 Approve Deferred Compensation Plan Management For For LOEWS CORP. Ticker: LTR Security ID: 540424207 Meeting Date: MAY 11, 2004 Meeting Type: Annual 1.1 Elect Director Joseph L. Bower Management For For 1.2 Elect Director John Brademas Management For For 1.3 Elect Director Charles M. Diker Management For For 1.4 Elect Director Paul J. Fribourg Management For For 1.5 Elect Director Philip A. Laskawy Management For For 1.6 Elect Director Gloria R. Scott Management For For 1.7 Elect Director Andrew H. Tisch Management For For 1.8 Elect Director James S. Tisch Management For For 1.9 Elect Director Jonathan M. Tisch Management For For 1.1 Elect Director Preston R. Tisch Management For For 2 Ratify Auditors Management For For 3 Provide for Cumulative Voting Shareholder Against Against 4 Support Legislation and Make Public Statements on Environmental Tobacco Smoke Shareholder Against For 5 Cease Charitable Contributions Shareholder Against Against LSI LOGIC CORP. Ticker: LSI Security ID: 502161102 Meeting Date: MAY 6, 2004 Meeting Type: Annual 1.1 Elect Director Wilfred J. Corrigan Management For For 1.2 Elect Director James H. Keyes Management For For 1.3 Elect Director Malcolm R. Currie Management For For 1.4 Elect Director T.Z. Chu Management For For 1.5 Elect Director R. Douglas Norby Management For For 1.6 Elect Director Matthew J. O'Rourke Management For For 1.7 Elect Director Gregorio Reyes Management For For 1.8 Elect Director Larry W. Sonsini Management For For 2 Amend Employee Stock Purchase Plan Management For Against 3 Amend Employee Stock Purchase Plan Management For For 4 Approve/Amend Executive Incentive Bonus Plan Management For For 5 Ratify Auditors Management For For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted MACK-CALI REALTY CORP. Ticker: CLI Security ID: 554489104 Meeting Date: MAY 20, 2004 Meeting Type: Annual 1.1 Elect Director Alan S. Bernikow Management For For 1.2 Elect Director Martin D. Gruss Management For For 1.3 Elect Director Vincent Tese Management For For 1.4 Elect Director Roy J. Zuckerberg Management For For 2 Ratify Auditors Management For For 3 Approve Omnibus Stock Plan Management For For 4 Adopt a Policy Governing Related Party Transactions Shareholder Against Against MASCO CORP. Ticker: MAS Security ID: 574599106 Meeting Date: MAY 11, 2004 Meeting Type: Annual 1.1 Elect Director Peter A. Dow Management For For 1.2 Elect Director Anthony F. Earley, Jr. Management For For 1.3 Elect Director Wayne B. Lyon Management For For 1.4 Elect Director David L. Johnston Management For For 1.5 Elect Director J. Michael Losh Management For For 2 Approve Executive Incentive Bonus Plan Management For For 3 Ratify Auditors Management For For MELLON FINANCIAL CORP. Ticker: MEL Security ID: 58551A108 Meeting Date: APR 20, 2004 Meeting Type: Annual 1.1 Elect Director Jared L. Cohon Management For For 1.2 Elect Director Ira J. Gumberg Management For For 1.3 Elect Director Martin G. Mcguinn Management For For 1.4 Elect Director David S. Shapira Management For For 1.5 Elect Director John P. Surma Management For For 1.6 Elect Director Edward J. Mcaniff Management For For 2 Amend Omnibus Stock Plan Management For For 3 Ratify Auditors Management For For MERRILL LYNCH & CO., INC. Ticker: MER Security ID: 590188108 Meeting Date: APR 23, 2004 Meeting Type: Annual 1.1 Elect Director David K. Newbigging Management For For 1.2 Elect Director Joseph W. Prueher Management For For 2 Ratify Auditors Management For For 3 Restore or Provide for Cumulative Voting Shareholder Against For 4 Separate Chairman and CEO Positions Shareholder Against For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted MORGAN STANLEY Ticker: MWD Security ID: 617446448 Meeting Date: APR 20, 2004 Meeting Type: Annual 1.1 Elect Director John W. Madigan Management For Withhold 1.2 Elect Director Dr. Klaus Zumwinkel Management For For 1.3 Elect Director Sir Howard Davies Management For For 2 Ratify Auditors Management For For 3 Declassify the Board of Directors Shareholder Against For 4 Submit Severance Agreement (Change-in-Control) to Shareholder Vote Shareholder Against For 5 Report on Political Contributions/Activities Shareholder Against Against NATIONAL CITY CORP. Ticker: NCC Security ID: 635405103 Meeting Date: APR 27, 2004 Meeting Type: Annual 1.1 Elect Director John E. Barfield Management For For 1.2 Elect Director James S. Broadhurst Management For For 1.3 Elect Director John W. Brown Management For For 1.4 Elect Director Christopher M. Connor Management For For 1.5 Elect Director David A. Daberko Management For For 1.6 Elect Director Joseph T. Gorman Management For For 1.7 Elect Director Bernadine P. Healy Management For For 1.8 Elect Director Paul A. Ormond Management For For 1.9 Elect Director Robert A. Paul Management For For 1.1 Elect Director Gerald L. Shaheen Management For For 1.11 Elect Director Jerry Sue Thornton Management For For 1.12 Elect Director Morry Weiss Management For For 2 Approve Omnibus Stock Plan Management For For 3 Amend Executive Incentive Bonus Plan Management For For 4 Ratify Auditors Management For For NOKIA CORP. Ticker: NKCAF Security ID: 654902204 Meeting Date: MAR 25, 2004 Meeting Type: Annual 1 Approval of the Income Statements and the For Balance Sheets. For Management 2 Approval of a Dividend of Eur 0.30 Per Share. Management For For 3 Approval of the Discharge of the Chairman, the Members of the Board of Directors and the President From Liability. Management For For 4.1 Elect Director Paul J. Collins Management For For 4.2 Elect Director Georg Ehrnrooth Management For For 4.3 Elect Director Bengt Holmstrom Management For For 4.4 Elect Director Per Karlsson Management For For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted NOKIA CORP. (continued) 4.5 Elect Director Jorma Ollila Management For For 4.6 Elect Director Marjorie Scardino Management For For 4.7 Elect Director Vesa Vainio Management For For 4.8 Elect Director Arne Wessberg Management For For 5 Ratify Auditors Management For For 6 Approval of the Proposal of the Board to Reduce the Share Capital through Cancellation of Nokia Shares Held By the Company Management For For 7 Approval of the Authorization to the Board to Increase the Share Capital of the Company. Management For For 8 Approval of the Authorization to the Board to Repurchase Nokia Shares. Management For For 9 Approval of the Authorization to the Board to Dispose Nokia Shares Held By the Company. Management For For 10 Approval of the Proposal of the Board to Increase the Capital of the Foundation of Nokia Corporation. Management For For 11 Mark the For Box If You Wish to Instruct the Depositary to Give a Proxy to Any One of Marianna Uotinen-Tarkoma, Esa Kaunistola, Both Legal Counsels of Nokia Corporation, to Authorize Any of Them (With Full Power of Substitution) to Vote, In Their Discretion Management For Against NORTHROP GRUMMAN CORP. Ticker: NOC Security ID: 666807102 Meeting Date: MAY 18, 2004 Meeting Type: Annual 1.1 Elect Director Lewis W. Coleman Management For For 1.2 Elect Director J. Michael Cook Management For For 1.3 Elect Director Philip A. Odeen Management For For 1.4 Elect Director Aulana L. Peters Management For For 1.5 Elect Director Kevin W. Sharer Management For For 2 Ratify Auditors Management For For 3 Develop Ethical Criteria for Military Contracts Shareholder Against Against 4 Declassify the Board of Directors Shareholder Against For PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 14, 2003 Meeting Type: Annual 1.1 Elect Director Norman R. Augustine Management For For 1.2 Elect Director A.G. Lafley Management For For 1.3 Elect Director Johnathan A. Rodgers Management For For 1.4 Elect Director John F. Smith, Jr. Management For For 1.5 Elect Director Margaret C. Whitman Management For For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted PROCTER & GAMBLE COMPANY, THE (continued) 2 Ratify Auditors Management For For 3 Approve Non-Employee Director Omnibus Stock Plan Management For Against 4 Declassify the Board of Directors Shareholder Against For 5 Label Genetically Engineered Foods Shareholder Against Against RECKSON ASSOCIATES REALTY CORP. Ticker: RA Security ID: 75621K106 Meeting Date: JUN 2, 2004 Meeting Type: Annual 1 Declassify the Board of Directors Management For For 2 Amend Stock Ownership Limitations Management For For 3.1 Elect Director Peter Quick Management For For 3.2 Elect Director Stanley Steinberg Management For Withhold 3.3 Elect Director John Ruffle Management For For 3.4 Elect Director Elizabeth McCaul Management For For 3.5 Elect Director Douglas Crocker II Management For For 3.6 Elect Director Scott H. Rechler Management For For 3.7 Elect Director Donald J. Rechler Management For For 3.8 Elect Director Lewis S. Ranieri Management For Withhold 3.9 Elect Director Ronald H. Menaker Management For For 4 Ratify Auditors Management For For SL GREEN REALTY CORP. Ticker: SLG Security ID: 78440X101 Meeting Date: MAY 19, 2004 Meeting Type: Annual 1.1 Elect Director Edwin Thomas Burton, III Management For For 2 Ratify Auditors Management For For TRAVELERS PROPERTY CASUALTY CORP. Ticker: TVCR Security ID: 89420G109 Meeting Date: MAR 19, 2004 Meeting Type: Special 1 Approve Merger Agreement Management For For VERIZON COMMUNICATIONS Ticker: VZ Security ID: 92343V104 Meeting Date: APR 28, 2004 Meeting Type: Annual 1.1 Elect Director James R. Barker Management For For 1.2 Elect Director Richard L. Carrion Management For For 1.3 Elect Director Robert W. Lane Management For For 1.4 Elect Director Sandra O. Moose Management For For 1.5 Elect Director Joseph Neubauer Management For For 1.6 Elect Director Thomas H. O'Brien Management For For 1.7 Elect Director Hugh B. Price Management For For Chartwell Dividend & Income Fund Inc Proposal Proposed by Management Position Registrant Voted VERIZON COMMUNICATIONS (continued) 1.8 Elect Director Ivan G. Seidenberg Management For For 1.9 Elect Director Walter V. Shipley Management For For 1.1 Elect Director John R. Stafford Management For For 1.11 Elect Director Robert D. Storey Management For For 2 Ratify Auditors Management For For 3 Restore or Provide for Cumulative Voting Shareholder Against For 4 Require Majority of Independent Directors on Board Shareholder Against Against 5 Separate Chairman and CEO Positions Shareholder Against For 6 Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote Shareholder Against Against 7 Submit Executive Compensation to Vote Shareholder Against For 8* Prohibit Awards to Executives Shareholder Against Against 9 Report on Stock Option Distribution by Race and Gender Shareholder Against Against 10 Report on Political Contributions/Activities Shareholder Against Against 11 Cease Charitable Contributions Shareholder Against Against *Item 8 (Prohibit Awards to Executives) was incorrectly voted by ISS against Chartwell's instructions to vote FOR this item. WYETH Ticker: WYE Security ID: 983024100 Meeting Date: APR 22, 2004 Meeting Type: Annual 1.1 Elect Director Clifford L. Alexander, Jr. Management For For 1.2 Elect Director Frank A. Bennack, Jr. Management For For 1.3 Elect Director Richard L. Carrion Management For For 1.4 Elect Director Robert Essner Management For For 1.5 Elect Director John D. Feerick Management For For 1.6 Elect Director Robert Langer Management For For 1.7 Elect Director John P. Mascotte Management For For 1.8 Elect Director Mary Lake Polan Management For For 1.9 Elect Director Ivan G. Seidenberg Management For For 1.1 Elect Director Walter V. Shipley Management For For 1.11 Elect Director John R. Torell III Management For For 2 Ratify Auditors Management For For 3 Report on Drug Pricing Shareholder Against Against 4 Amend Animal Testing Policy Shareholder Against Against XL CAPITAL LTD (FORMERLY EXEL LTD.) Ticker: XL Security ID: G98255105 Meeting Date: APR 30, 2004 Meeting Type: Annual 1.1 Elect Director John Loudon Management For For 1.2 Elect Director Robert S. Parker Management For For 1.3 Elect Director Alan Z. Senter Management For For 2 Ratify Auditors Management For For
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. Chartwell Dividend & Income Fund Inc By: /s/ Timothy Riddle Date: June 30, 2004 -----END PRIVACY-ENHANCED MESSAGE-----