N-PX 1 chartwelldi_npx.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 Winthrop S. Jessup Chartwell Dividend & Income Fund, Inc. 1235 Westlakes Dr. Suite 400 Berwyn, PA 19312-2416 Registrant's Telephone Number: (610) 296-1400 Date of Fiscal Year End: November 30 Date of Reporting Period: July 1, 2004 to June 30, 2005
Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Management Position Registrant Voted Alcoa Inc. Meeting Date: 04/22/05 Annual Meeting Ticker: AA CUSIP: 013817101 1 Elect Directors Management For Voted - For 1.1 Elect Director Joseph T. Gorman Management For Voted - For 1.2 Elect Director Klaus Kleinfeld Management For Voted - For 2 Ratify Auditors Management For Voted - For Altria Group, Inc. Meeting Date: 04/28/05 Annual Meeting Ticker: MO CUSIP: 02209S103 1 Elect Directors Management For Split Vote 1.1 Elect Director Elizabeth E. Bailey Management For Voted - For 1.2 Elect Director Harold Brown Management For Voted - For 1.3 Elect Director Mathis Cabiallavetta Management For Voted - For 1.4 Elect Director Louis C. Camilleri Management For Voted - For 1.5 Elect Director J. Dudley Fishburn Management For Voted - For 1.6 Elect Director Robert E. R. Huntley Management For Voted - For 1.7 Elect Director Thomas W. Jones Management For Voted - Withhold 1.8 Elect Director George Munoz Management For Voted - For 1.9 Elect Director Lucio A. Noto Management For Voted - For 1.10 Elect Director John S. Reed Management For Voted - For 1.11 Elect Director Carlos Slim Helu Management For Voted - For 1.12 Elect Director Stephen M. Wolf Management For Voted - For 2 Approve Omnibus Stock Plan Management For Voted - For 3 Amend Non-Employee Director Stock Option Plan Management For Voted - For 4 Ratify Auditors Management For Voted - For 5 Eliminate Animal Testing Shareholder Against Voted - Against 6 Product Warnings for Pregnant Women Shareholder Against Voted - Against 7 Cease Use of Light and Ultra Light in Cigarette Marketing Shareholder Against Voted - Against 8 Apply Fire Safety Standards for Cigarettes Shareholder Against Voted - Against AmSouth Bancorporation Meeting Date: 04/21/05 Annual Meeting Ticker: ASO CUSIP: 032165102 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Report on Political Contributions Shareholder Against Voted - Against Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Management Position Registrant Voted B&G Foods, Inc. Meeting Date: 05/12/05 Ticker: BGF CUSIP: 05508R205 1 Elect Directors Management For Voted - For Bank of America Corp. Meeting Date: 04/27/05 Annual Meeting Ticker: BAC CUSIP: 060505104 1 Elect Directors Management For Split Vote 1.1 Elect Director William Barnet, III Management For Voted - For 1.2 Elect Director Charles W. Coker Management For Voted - For 1.3 Elect Director John T. Collins Management For Voted - For 1.4 Elect Director Gary L. Countryman Management For Voted - Withhold 1.5 Elect Director Paul Fulton Management For Voted - For 1.6 Elect Director Charles K. Gifford Management For Voted - For 1.7 Elect Director W. Steven Jones Management For Voted - For 1.8 Elect Director Kenneth D. Lewis Management For Voted - For 1.9 Elect Director Walter E. Massey Management For Voted - For 1.10 Elect Director Thomas J. May Management For Voted - For 1.11 Elect Director Patricia E. Mitchell Management For Voted - For 1.12 Elect Director Edward L. Romero Management For Voted - For 1.13 Elect Director Thomas M. Ryan Management For Voted - Withhold 1.14 Elect Director O. Temple Sloan, Jr. Management For Voted - For 1.15 Elect Director Meredith R. Spangler Management For Voted - For 1.16 Elect Director Robert L. Tillman Management For Voted - For 1.17 Elect Director Jackie M. Ward Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Report on Political Contributions Shareholder Against Voted - Against 4 Director Nominee Amendment Shareholder Against Voted - Against Bellsouth Corp. Meeting Date: 04/25/05 Annual Meeting Ticker: BLS CUSIP: 079860102 1 Elect Directors Management For Split Vote 1.1 Elect Director F. Duane Ackerman Management For Voted - For 1.2 Elect Director Reuben V. Anderson Management For Voted - For 1.3 Elect Director James H. Blanchard Management For Voted - For 1.4 Elect Director J. Hyatt Brown Management For Voted - Withhold 1.5 Elect Director Armando M. Codina Management For Voted - For 1.6 Elect Director Kathleen F. Feldstein Management For Voted - For 1.7 Elect Director James P. Kelly Management For Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Management Position Registrant Voted Bellsouth Corp. (continued) 1.8 Elect Director Leo F. Mullin Management For Voted - For 1.9 Elect Director William S. Stavropoulos Management For Voted - For 1.10 Elect Director Robin B. Smith Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Political Contributions Shareholder Against Voted - Against Bimini Mortgage Management, Inc. Meeting Date: 03/24/05 Annual Meeting Ticker: BMM CUSIP: 09031E400 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For Boston Properties Inc. Meeting Date: 05/11/05 Annual Meeting Ticker: BXP CUSIP: 101121101 1 Elect Directors Management For Split Vote 1.1 Elect Director Lawrence S. Bacow Management For Voted - Withhold 1.2 Elect Director Zoe Baird Management For Voted - For 1.3 Elect Director Alan J. Patricof Management For Voted - Withhold 1.4 Elect Director Martin Turchin Management For Voted - Withhold 2 Declassify the Board of Directors Shareholder Against Voted - For BRE Properties, Inc. Meeting Date: 05/19/05 Annual Meeting Ticker: BRE CUSIP: 05564E106 1 Elect Directors Management For Voted - For 2 Increase Authorized Preferred Stock Management For Voted - For 3 Ratify Auditors Management For Voted - For CarrAmerica Realty Corp. Meeting Date: 04/28/05 Annual Meeting Ticker: CRE CUSIP: 144418100 1 Elect Directors Management For Voted - For 1.1 Elect Director Andrew F. Brimmer Management For Voted - For 1.2 Elect Director Bryce Blair Management For Voted - For 1.3 Elect Director Joan Carter Management For Voted - For 1.4 Elect Director Philip L. Hawkins Management For Voted - For 1.5 Elect Director Robert E. Torray Management For Voted - For 1.6 Elect Director Thomas A. Carr Management For Voted - For 1.7 Elect Director Wesley S. Williams, Jr. Management For Voted - For 2 Ratify Auditors Management For Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Management Position Registrant Voted Citigroup Inc. Meeting Date: 04/19/05 Annual Meeting Ticker: C CUSIP: 172967101 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Amend Omnibus Stock Plan Management For Voted - For 4 Limit/Prohibit Awards to Executives Shareholder Against Voted - Against 5 Report on Political Contributions Shareholder Against Voted - Against 6 Prohibit Chairman From Management Duties, Titles or Responsibilities Shareholder Against Voted - For 7 Limit Executive Compensation Shareholder Against Voted - Against 8 Require a Majority Vote for the Election of Directors Shareholder Against Voted - For 9 Review/Limit Executive Compensation Shareholder Against Voted - Against 10 Adopt Simple Majority Vote Shareholder Against Voted - For Citizens Communications Co. Meeting Date: 05/26/05 Annual Meeting Ticker: CZN CUSIP: 17453B101 1 Elect Directors Management For Voted - For 2 Amend Omnibus Stock Plan Management For Voted - For 3 Ratify Auditors Management For Voted - For 4 Other Business Management For Voted - Against Duke Realty Corporation Meeting Date: 04/27/05 Annual Meeting Ticker: DRE CUSIP: 264411505 1 Elect Directors Management For Voted - For 2 Approve Omnibus Stock Plan Management For Voted - For 3 Amend Incentive Stock Option Plan Management For Voted - For 4 Ratify Auditors Management For Voted - For Duquesne Light Holdings Inc Meeting Date: 05/26/05 Annual Meeting Ticker: DQE CUSIP: 266233105 1 Elect Directors Management For Split Vote 1.1 Elect Director Sigo Falk Management For Voted - For 1.2 Elect Director David M. Kelly Management For Voted - Withhold 1.3 Elect Director John D. Turner Management For Voted - For 2 Ratify Auditors Management For Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Management Position Registrant Voted Fidelity National Financial, Inc. Meeting Date: 06/22/05 Annual Meeting Ticker: FNF CUSIP: 316326107 1 Elect Directors Management For Split Vote 1.1 Elect Director William P. Foley, Ii Management For Voted - For 1.2 Elect Director Frank P. Willey Management For Voted - For 1.3 Elect Director Terry N. Christensen Management For Voted - Withhold 1.4 Elect Director Thomas M. Hagerty Management For Voted - For 2 Ratify Auditors Management For Voted - For Flextronics International Ltd. Meeting Date: 09/23/04 Annual Meeting Ticker: FLEX CUSIP: Y2573F102 Meeting for Holders of ADRs 1 Elect Directors Management For Voted - For 2 Re-Appointment of Patrick Foley As A Director of the Company. Management For Voted - For 3 Ratify Auditors Management For Voted - For 4 To Approve an Amendment to the Company's 1997 Employee Share Purchase Plan. Management For Voted - For 5 To Approve Amendments to the Company's 2001 Equity Incentive Plan. Management For Voted - For 6 To Approve an Amendment to the Company's 2001 Equity Incentive Plan to Allow for Issuances of Stock Bonuses. Management For Voted - For 7 To Approve the Consolidation of Ordinary Shares Available Under Our Assumed Plans into Our 2001 Equity Incentive Plan. Management For Voted - For 8 To Approve the Authorization for the Directors of the Company to Allot and Issue Ordinary Shares. Management For Voted - For 9 To Approve the Authorization for the Company to Provide $37,200 of Annual Cash Compensation to Each of Its Non-Employee Directors. Management For Voted - For 10 To Approve the Authorization for the Company to Provide an Additional $10,000 of Annual Cash Compensation for Each of Its Non- Employee Directors for Committee Participation. Management For Voted - For 11 To Approve the Authorization of the Proposed Renewal of the Share Repurchase Mandate Relating to Acquisitions by the Company of Its Own Issued Ordinary Shares. Management For Voted - For 12 To Approve the Authorization of the Proposal Approval of A Bonus Issue. Management For Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Management Position Registrant Voted Friedman, Billings, Ramsey, Group, Inc. Meeting Date: 06/09/05 Annual Meeting Ticker: FBR CUSIP: 358434108 1 Elect Directors Management For Split Vote 1.1 Elect Director Eric F. Billings Management For Voted - For 1.2 Elect Director W. Russell Ramsey Management For Voted - For 1.3 Elect Director Daniel J. Altobello Management For Voted - For 1.4 Elect Director Peter A. Gallagher Management For Voted - For 1.5 Elect Director Stephen D. Harlan Management For Voted - For 1.6 Elect Director Russell C. Lindner Management For Voted - For 1.7 Elect Director Wallace L. Timmeny Management For Voted - Withhold 1.8 Elect Director John T. Wall Management For Voted - For 2 Ratify Auditors Management For Voted - For General Electric Co. Meeting Date: 04/27/05 Annual Meeting Ticker: GE CUSIP: 369604103 1 Elect Directors Management For Split Vote 1.1 Elect Director James I. Cash, Jr. Management For Voted - For 1.2 Elect Director William M. Castell Management For Voted - For 1.3 Elect Director Dennis D. Dammerman Management For Voted - For 1.4 Elect Director Ann M. Fudge Management For Voted - For 1.5 Elect Director Claudio X. Gonzalez Management For Voted - Withhold 1.6 Elect Director Jeffrey R. Immelt Management For Voted - For 1.7 Elect Director Andrea Jung Management For Voted - For 1.8 Elect Director Alan G. Lafley Management For Voted - For 1.9 Elect Director Ralph S. Larsen Management For Voted - For 1.10 Elect Director Rochelle B. Lazarus Management For Voted - For 1.11 Elect Director Sam Nunn Management For Voted - For 1.12 Elect Director Roger S. Penske Management For Voted - For 1.13 Elect Director Robert J. Swieringa Management For Voted - For 1.14 Elect Director Douglas A. Warner III Management For Voted - For 1.15 Elect Director Robert C. Wright Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Provide for Cumulative Voting Shareholder Against Voted - Against 4 Report on Nuclear Fuel Storage Risks Shareholder Against Voted - Against 5 Report on PCB Clean-up Costs Shareholder Against Voted - For 6 Adopt Policy on Overboarded Directors Shareholder Against Voted - For 7 Prepare a Sustainability Report Shareholder Against Voted - Against 8 Political Contributions/Activities Shareholder Against Voted - Against 9 Eliminate Animal Testing Shareholder Against Voted - Against Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Management Position Registrant Voted Halliburton Co. Meeting Date: 05/18/05 Annual Meeting Ticker: HAL CUSIP: 406216101 1 Elect Directors Management For Split Vote 1.1 Elect Director Robert L. Crandall Management For Voted - For 1.2 Elect Director Kenneth T. Derr Management For Voted - For 1.3 Elect Director S. Malcolm Gillis Management For Voted - For 1.4 Elect Director W.R. Howell Management For Voted - For 1.5 Elect Director Ray L. Hunt Management For Voted - For 1.6 Elect Director David J. Lesar Management For Voted - For 1.7 Elect Director J. Landis Martin Management For Voted - Withhold 1.8 Elect Director Jay A. Precourt Management For Voted - For 1.9 Elect Director Debra L. Reed Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Submit Severance Agreement (Change-in- Control) to Shareholder Vote Shareholder Against Voted - For 4 Require a Majority Vote for the Election of Directors Shareholder Against Voted - For Homebanc Corp. Meeting Date: 05/25/05 Annual Meeting Ticker: HMB CUSIP: 43738R109 1 Elect Directors Management For Voted - For 2 Approve Restricted Stock Plan Management For Voted - For iStar Financial Inc. Meeting Date: 05/25/05 Annual Meeting Ticker: SFI CUSIP: 45031U101 1 Elect Directors Management For Voted - For 2 Amend Stock Option Plan Management For Voted - Against 3 Ratify Auditors Management For Voted - For Kerr-McGee Corp. Meeting Date: 06/07/05 Annual Meeting Ticker: KMG CUSIP: 492386107 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Approve Omnibus Stock Plan Management For Voted - For 4 Increase Authorized Common Stock Management For Voted - For 5 Establish Office of the Board of Directors Shareholder Against Voted - Against Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Management Position Registrant Voted Loews Corp. Meeting Date: 05/10/05 Annual Meeting Ticker: LTR CUSIP: 540424207 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Amend Stock Option Plan Management For Voted - For 4 Amend Executive Incentive Bonus Plan Management For Voted - For 5 Provide for Cumulative Voting Shareholder Against Voted - Against 6 Report on Political Contributions Shareholder Against Voted - Against 7 Support Legislation and Make Public Statements on Environmental Tobacco Smoke Shareholder Against Voted - Against 8 Apply Fire Safety Standards for Cigarettes Shareholder Against Voted - Against Lyondell Chemical Co. Meeting Date: 11/30/04 Special Meeting Ticker: LYO CUSIP: 552078107 1 Approve Merger Agreement Management For Voted - For 2 Increase Authorized Common Stock Management For Voted - For 3 Amend Omnibus Stock Plan Management For Voted - For Mack-Cali Realty Corp. Meeting Date: 06/23/05 Annual Meeting Ticker: CLI CUSIP: 554489104 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Require a Majority Vote for the Election of Directors Shareholder Against Voted - For Montpelier Re Holdings Ltd Meeting Date: 05/20/05 Annual Meeting CUSIP: G62185106 Meeting for Holders of ADR's 1 Elect Directors Management For Voted - For 1.1 Elect Director Raymond Barrette Management For Voted - For 1.2 Elect Director Steven J. Gilbert Management For Voted - For 1.3 Elect Director John D. Gillespie Management For Voted - For 1.4 Elect Director William L. Spiegel Management For Voted - For 1.5 Elect Director Anthony Taylor Management For Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Management Position Registrant Voted Montpelier Re Holdings Ltd (continued) 1.6 Elect Director T.G. Story Busher Management For Voted - For 1.7 Elect Director C.R. Fletcher, III Management For Voted - For 1.8 Elect Director Kernan V. Oberting Management For Voted - For 2 To Appoint Pricewaterhousecoopers of Hamilton, Bermuda As the Company's Independent Registered Public Accounting Firm for 2005 and to Authorize the Company's Board, Acting by the Company's Audit Committee, to Set Their Remuneration. Management For Voted - For New Century Financial Corp. Meeting Date: 05/17/05 Annual Meeting Ticker: NEW CUSIP: 6435EV108 1 Elect Directors Management For Voted - For 2 Amend Omnibus Stock Plan Management For Voted - Against 3 Ratify Auditors Management For Voted - For New York Community Bancorp, Inc. Meeting Date: 06/01/05 Annual Meeting Ticker: NYB CUSIP: 649445103 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For Occidental Petroleum Corp. Meeting Date: 05/06/05 Annual Meeting Ticker: OXY CUSIP: 674599105 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Approve Omnibus Stock Plan Management For Voted - For 4 Proposal Regarding Board Sponsored Proposals Shareholder Against Voted - Against 5 Submit Severance Agreement (Change-in- Control) to Shareholder Vote Shareholder Against Voted - For Packaging Corporation of America Meeting Date: 05/04/05 Annual Meeting Ticker: PKG CUSIP: 695156109 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Amend Omnibus Stock Plan Management For Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Management Position Registrant Voted Pfizer Inc. Meeting Date: 04/28/05 Annual Meeting Ticker: PFE CUSIP: 717081103 1 Elect Directors Management For Voted - For 1.1 Elect Director Michael S. Brown Management For Voted - For 1.2 Elect Director M. Anthony Burns Management For Voted - For 1.3 Elect Director Robert N. Burt Management For Voted - For 1.4 Elect Director W. Don Cornwell Management For Voted - For 1.5 Elect Director William H. Gray III Management For Voted - For 1.6 Elect Director Constance J. Horner Management For Voted - For 1.7 Elect Director William R. Howell Management For Voted - For 1.8 Elect Director Stanley O. Ikenberry Management For Voted - For 1.9 Elect Director George A. Lorch Management For Voted - For 1.10 Elect Director Henry A. McKinnell Management For Voted - For 1.11 Elect Director Dana G. Mead Management For Voted - For 1.12 Elect Director Ruth J. Simmons Management For Voted - For 1.13 Elect Director William C. Steere, Jr. Management For Voted - For 1.14 Elect Director Jean-Paul Valles Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Establish Term Limits for Directors Shareholder Against Voted - Against 4 Report on Pharmaceutical Price Restraint Shareholder Against Voted - Against 5 Review and Report on Drug Reimportation Policy Shareholder Against Voted - Against 6 Report on Political Contributions Shareholder Against Voted - For 7 Report on Product Availability in Canada Shareholder Against Voted - For 8 Separate Chairman and CEO Positions Shareholder Against Voted - For Reckson Associates Realty Corp. Meeting Date: 05/19/05 Annual Meeting Ticker: RA CUSIP: 75621K106 1 Elect Directors Management For Voted - For 2 Increase Authorized Common Stock Management For Voted - For 3 Approve Omnibus Stock Plan Management For Voted - For 4 Ratify Auditors Management For Voted - For Regal Entertainment Group Meeting Date: 05/11/05 Annual Meeting Ticker: RGC CUSIP: 758766109 1 Elect Directors Management For Voted - For 2 Amend Omnibus Stock Plan Management For Voted - For 3 Ratify Auditors Management For Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Management Position Registrant Voted SBC Communications Inc. Meeting Date: 04/29/05 Annual Meeting Ticker: SBC CUSIP: 78387G103 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Approve Nonqualified Employee Stock Purchase Plan Management For Voted - For 4 Report on Political Contributions Shareholder Against Voted - Against 5 Report on Executive Compensation Shareholder Against Voted - Against 6 Performance- Based/Indexed Options Shareholder Against Voted - Against 7 Adopt Simple Majority Vote Shareholder Against Voted - For Schlumberger Ltd. Meeting Date: 04/13/05 Annual Meeting Ticker: SLB CUSIP: 806857108 Meeting for Holders of ADR's 1 Elect Directors Management For Split Vote 1.1 Elect Director J. Deutch Management For Voted - Withhold 1.2 Elect Director J.S. Gorelick Management For Voted - For 1.3 Elect Director A. Gould Management For Voted - For 1.4 Elect Director T. Isaac Management For Voted - For 1.5 Elect Director A. Lajous Management For Voted - For 1.6 Elect Director A. Levy-Lang Management For Voted - For 1.7 Elect Director M.E. Marks Management For Voted - For 1.8 Elect Director D. Primat Management For Voted - For 1.9 Elect Director T.I. Sandvold Management For Voted - For 1.10 Elect Director N. Seydoux Management For Voted - For 1.11 Elect Director L.G. Stuntz Management For Voted - For 1.12 Elect Director R. Talwar Management For Voted - For 2 Adoption and Approval of Financials and Dividends Management For Voted - For 3 Adoption of Mandatory Amendments to the Articles of Incorporation Management For Voted - For 4 Adoption of Voluntary Amendments to the Articles of Incorporation Management For Voted - For 5 Approval of Adoption of the Schlumberger 2005 Option Plan Management For Voted - For 6 Approval of Adoption of an Amendment to the Schlumberger Discounted Stock Purchase Plan Management For Voted - For 7 Approval of Independent Registered Public Accounting Firm Management For Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Management Position Registrant Voted SEI Daily Income Trust Meeting Date: 10/27/04 Special Meeting CUSIP: 783965403 08/17/04 5,836,165 1 Elect Directors Management For Voted - For 1.1 Elect Director Rosemarie B. Greco Management For Voted - For 1.2 Elect Director Nina Lesavoy Management For Voted - For 1.3 Elect Director James M. Williams Management For Voted - For Solectron Corp. Meeting Date: 01/13/05 Annual Meeting Ticker: SLR CUSIP: 834182107 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For The Bank of New York Co., Inc. Meeting Date: 04/12/05 Annual Meeting Ticker: BK CUSIP: 064057102 1 Elect Directors Management For Voted - For 1.1 Elect Director Frank J. Biondi Jr. Management For Voted - For 1.2 Elect Director Nicholas M. Donofrio Management For Voted - For 1.3 Elect Director Gerald L. Hassell Management For Voted - For 1.4 Elect Director Richard J. Kogan Management For Voted - For 1.5 Elect Director Michael J. Kowalski Management For Voted - For 1.6 Elect Director John A. Luke Jr. Management For Voted - For 1.7 Elect Director John C. Malone Management For Voted - For 1.8 Elect Director Paul Myners Management For Voted - For 1.9 Elect Director Catherine A.Rein Management For Voted - For 1.10 Elect Director Thomas A. Renyi Management For Voted - For 1.11 Elect Director William C. Richardson Management For Voted - For 1.12 Elect Director Brian L. Roberts Management For Voted - For 1.13 Elect Director Samuel C. Scott Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Provide for Cumulative Voting Shareholder Against Voted - For 4 Limit Executive Compensation Shareholder Against Voted - Against The Dow Chemical Company Meeting Date: 05/12/05 Annual Meeting Ticker: DOW CUSIP: 260543103 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Report on Persistent Bioaccumulative and Toxic Chemicals Shareholder Against Voted - Against Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Management Position Registrant Voted The Hartford Financial Services Group, Inc. Meeting Date: 05/18/05 Annual Meeting Ticker: HIG CUSIP: 416515104 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Approve Omnibus Stock Plan Management For Voted - For 4 Amend Executive Incentive Bonus Plan Management For Voted - For U.S. Bancorp Meeting Date: 04/19/05 Annual Meeting Ticker: USB CUSIP: 902973304 1 Elect Directors Management For Split Vote 1.1 Elect Director Joel W. Johnson Management For Voted - Withhold 1.2 Elect Director David B. O'Maley Management For Voted - For 1.3 Elect Director O'Dell M. Owens MD, MPh Management For Voted - For 1.4 Elect Director Craig D. Schnuck Management For Voted - Withhold 1.5 Elect Director Warren R. Staley Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Reduce Supermajority Vote Requirement Management For Voted - For 4 Performance- Based/Indexed Options Shareholder Against Voted - For 5 Prohibit Auditor from Providing Non-Audit Services Shareholder Against Voted - Against Washington Mutual, Inc Meeting Date: 04/19/05 Annual Meeting Ticker: WM CUSIP: 939322103 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For Weyerhaeuser Co. Meeting Date: 04/21/05 Annual Meeting Ticker: WY CUSIP: 962166104 1 Elect Directors Management For Split Vote 1.1 Elect Director D. Michael Steuart Management For Voted - For 1.2 Elect Director Martha R. Ingram Management For Voted - Withhold 1.3 Elect Director John I. Kieckhefer Management For Voted - Withhold 1.4 Elect Director Arnold G. Langbo Management For Voted - Withhold 1.5 Elect Director Charles R. Williamson Management For Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Management Position Registrant Voted Weyerhaeuser Co. (continued) 2 Expense Stock Options Shareholder Against Voted - For 3 Declassify the Board of Directors Shareholder Against Voted - For 4 Performance- Based/Indexed Options Shareholder Against Voted - For 5 Report on Eliminating the Purchase of Timber from National Forests Shareholder Against Voted - Against 6 Ratify Auditors Management For Voted - 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/ Winthrop S. Jessup President Date: August 17, 2005