-----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, RKBtFEor6pjqT6GXEYuyf5InHKqDHN9wuiwSDnZFWOTo9LLvowZtQy0k45HZyjK6 Ftfncf7MJXbJhSBsUsWnDA== 0000948221-04-000309.txt : 20040817 0000948221-04-000309.hdr.sgml : 20040817 20040817165231 ACCESSION NUMBER: 0000948221-04-000309 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040817 EFFECTIVENESS DATE: 20040817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIMARY TREND FUND INC CENTRAL INDEX KEY: 0000794801 IRS NUMBER: 391554680 STATE OF INCORPORATION: WI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-04704 FILM NUMBER: 04982414 BUSINESS ADDRESS: STREET 1: 700 N WATER ST CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142717870 MAIL ADDRESS: STREET 1: 700 N WATER STREET STREET 2: SUITE 420 CITY: MILWAUKEE STATE: WI ZIP: 53202 N-PX 1 pt17089.txt 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 811-04704 --------- Primary Trend Fund, Inc. ----------------------------------------------------------- (Exact name of registrant as specified in charter) 700 North Water Street, Milwaukee, WI 53202 -------------------------------------------------------------- (Address of principal executive offices) (Zip code) Arnold Investment Counsel, Inc., 700 North Water Street, Milwaukee, WI 53202 ---------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (414) 271-2726 -------------- Date of fiscal year end: June 30 ------- Date of reporting period: July 1, 2003 - June 30, 2004 ---------------------------- ITEM 1. PROXY VOTING RECORD PROXY VOTING RECORD Name of Fund: The Primary Trend Fund Period: July 1, 2003 - June 30, 2004
Company Name Meeting Date Shares Voted CUSIP Ticker - ------------------------------------------------------------------------------------------------------------------------------------ DEL MONTE FOODS COMPANY 9/12/03 10,000 24522P103 DLM Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 3 Nominees Issuer For For 2. Approval of Company's Annual Incentive Plan to Comply with Section 162(M) of the Internal Revenue Code Issuer For For 3. Ratify KPMG as Company's Independent Auditor Issuer GENERAL MILLS 9/22/03 5,000 370334104 GIS Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 14 Nominees Issuer For For 2. Approval of Appointment KPMG LLP as Company's Independent Auditors Issuer For For 3. Adoption of the Company's 2003 Stock Compensation Plan Issuer HEWLETT PACKARD COMPANY 3/17/04 23,812 428236103 HPQ Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 9 Nominees Issuer For For 2. Ratify Ernst & Young as Company's Independent Auditor Issuer For For 3. Approval of the Company's 2004 Stock Incentive Plan Issuer Against Against 4. Proposal Entitled "Stock Option Expensing Proposal" Shareholder THE WALT DISNEY COMPANY 3/3/04 20,000 254687106 DIS Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 11 Nominees Issuer For For 2. Ratify PriceWaterhouseCoopers as Company's Independent Auditor Issuer Against Against 3. Approve the Harrington Investments Proposal Relating to Labor Standards for China Shareholder Against Against 4. Approve the New York City Retirement Systems & Pension Funds Proposal Relating to Labor Standards in China Shareholder Against Against 5. Approve the Proposal Relating to Theme Park Safety Reporting Shareholder CENDANT CORPORATION 4/20/04 35,000 151313103 CD Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 5 Nominees Issuer For For 2. Approve Amendments to the Articles of Incorporation and By-Laws of the Company to Eliminate Classification of the Board of Directors of the Company Issuer For For 3. Ratify and Approve the Appointment of Deloitte and Touche LLP as the Company's Independent Auditors for the Year Ending December 31, 2004. Issuer Against Against 4. Proposal Regarding the Separation of the Offices of Chief Executive Officer and Chairman Shareholder Against Against 5. Proposal Regarding Chief Executive Officer Compensation Shareholder UNITED TECHNOLOGIES 4/14/04 5,580 913017109 UTX CORP. Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 12 Nominees Issuer For For 2. Appointment of Independent Auditors Issuer Against Against 3. Proposal Concerning Disclosure of Executive Compensation Shareholder Against Against 4. Proposal Concerning Ethical Criteria for Military Contracts Shareholder Against Against 5. Proposal Concerning Performance Based Senior Executive Stock Options Shareholder Against Against 6. Proposal Concerning an Independent Chairman of the Board Shareholder GENERAL ELECTRIC CO. 4/28/04 23,000 369604103 GE Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For A. DIRECTORS/All 15 Nominees Issuer For For B. Independent Auditor Issuer For For C. Revenue Measurement Added to Executive Officer Performance Goals Issuer Against Against 1. Cumulative Voting Shareholder Against Against 2. Animal Testing Shareholder Against Against 3. Nuclear Risk Shareholder Against Against 4. Report on PCB Cleanup Costs Shareholder Against Against 5. Offshore Sourcing Shareholder Against Against 6. Sustainability Index Shareholder Against Against 7. Compensation Committee Independence Shareholder Against Against 8. Pay Disparity Shareholder Against Against 9. End Stock Options & Bonuses Shareholder Against Against 10. Limit Outside Directorships Shareholder Against Against 11. Independent Board Chairman Shareholder Against Against 12. Explore Sale of Company Shareholder Against Against 13. Holding Stock from Stock Options Shareholder Against Against 14. Board Independence Shareholder Against Against 15. Political Contributions Shareholder CARNIVAL CORPORATION 4/22/04 12,000 143658300 CCL Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 14 Nominees Issuer For For 2. Appoint PriceWaterhouseCoopers as Independent Auditors for Carnival PLC and to Ratify the Selection of PriceWaterhouseCoopers LLP as Independent Certified Public Accountants for Carnival Corporation Issuer For For 3. Authorize the Audit Committee of Carnival PLC to Agree the Remuneration of the Independent Auditors Issuer For For 4. Receive the Accounts & Reports for Carnival PLC for the Financial Period ended November 30, 2003 Issuer For For 5. Approve the Directors' Remuneration Report of Carnival PLC Issuer For For 6. Approve Limits on the Authority to Allot Shares by Carnival PLC Issuer For For 7. Approve the Disapplication of Pre-emption Rights for Carnival PLC Shares Issuer MERCK & CO., INC. 4/27/04 12,000 589331107 MRK Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 5 Nominees Issuer For For 2. Ratification of the Appointment of the Company's Independent Auditors for 2004 Issuer For For 3. Proposal to Amend the Restated Certificate of Incorporation to Declassify the Board of Directors Issuer Against Against 4. Proposal Concerning Management Compensation Shareholder Against Against 5. Proposal Concerning Extension of Prescription Drug Patents Shareholder Against Against 6. Proposal Concerning Ethical and Social Performance of the Co. Shareholder Against Against 7. Proposal Concerning use of Shareholder Resources for Political Purposes Shareholder Against Against 8. Proposal Concerning a Report Related to the Global HIV/AIDS Pandemic Shareholder ANHEUSER-BUSCH 4/28/04 10,000 035229103 BUD COMPANIES, INC. Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 5 Nominees Issuer For For 2. Approval of Independent Auditors Issuer SCHLUMBERGER LIMITED 4/14/04 8,000 806857108 SLB (SCHLUMBERGER N.V.) Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 10 Nominees Issuer For For 2. Adoption & Approval of Financials & Dividends Issuer For For 3. Approval of Adoption of the 2004 Stock & Deferral Plan for Non-Employee Directors Issuer For For 4. Approval of Auditors Issuer ABBOTT LABORATORIES 4/23/04 6,000 002824100 ABT Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 13 Nominees Issuer For For 2. Ratification of Deloitte & Touche LLP as Auditors Issuer Against Against 3. Proposal - Prescription Drugs Shareholder Against Against 4. Proposal - Political Contributions Shareholder Against Against 5. Proposal - Option Grants for Senior Executives Shareholder Against Against 6. Proposal - Global Infectious Diseases Shareholder OCCIDENTAL PETROLEUM 4/30/04 13,000 674599105 OXY CORPORATION Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 12 Nominees Issuer For For 2. Ratification of the Selection of KPMG as Independent Auditors Issuer For For 3. Approval of Amendment to the Restricted Stock Plan for Non-Employee Directors Issuer Against Against 4. Discontinuance of Options, Rights & Severance Payments Shareholder SCHERING-PLOUGH CORP. 4/27/04 35,000 806605101 SGP Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 4 Nominees Issuer For For 2. Ratification of Designation of Independent Auditors Issuer For For 3. Approval of the Operations Management Team Incentive Plan Issuer PFIZER, INC. 4/22/04 15,000 717081103 PFE Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 15 Nominees Issuer For For 2. Proposal to Approve the Appointment of KPMG LLP as Independent Auditors for 2004 Issuer For For 3. Proposal to Approve the Pfizer, Inc. 2004 Stock Plan Issuer Against Against 4. Proposal Requesting Review of the Economic Effects of the HIV/AIDS, TB & Malaria Pandemics on the Company's Business Strategy Shareholder Against Against 5. Proposal Relating to Political Contributions Shareholder Against Against 6. Proposal Relating to an Annual Report on Corporate Resources Devoted to Supporting Political Entities or Candidates Shareholder Against Against 7. Proposal Seeking to Impose Term Limits on Directors Shareholder Against Against 8. Proposal Requesting a Report on Increasing Access to Pfizer Products Shareholder Against Against 9. Proposal on Stock Options Shareholder Against Against 10. Proposal on In Vitro Testing Shareholder BRISTOL-MYERS SQUIBB 5/4/04 20,000 110122108 BMY CO. Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 3 Nominees Issuer For For 2. Appointment of Independent Auditors Issuer Against Against 3. Publication of Political Contributions Shareholder Against Against 4. Prohibition of Political Contributions Shareholder Against Against 5. Separation of Chairman & CEO Positions Shareholder Against Against 6. HIV/AIDS-TB-Malaria Shareholder Against Against 7. Director Vote Threshold Shareholder E.I. DU PONT DE 4/28/04 12,000 263534109 DD NEMOURS & COMPANY Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 12 Nominees Issuer For For 2. Ratification of Accountant Issuer Against Against 3. On Government Service Shareholder Against Against 4. On International Workplace Standards Shareholder Against Against 5. On Executive Compensation Shareholder JOHNSON & JOHNSON 4/22/04 7,000 478160104 JNJ Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 13 Nominees Issuer For For 2. Ratification of Appointment of PriceWaterhouseCoopers as Independent Auditors Issuer Against Against 3. Proposal on Charitable Contributions Shareholder CHUBB CORPORATION 4/27/04 6,000 171232101 CB Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 15 Nominees Issuer For For 2. Approve the Adoption of the Chubb Corporation Long-Term Stock Incentive Plan (2004) Issuer For For 3. Approve the Adoption of the Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004) Issuer For For 4. Ratify the Appointment of Ernst & Young LLP as Independent Auditors for 2004 Issuer Against Against 5. Proposal Relating to Political Contributions Shareholder BP P.L.C. 4/15/04 6,998 055622104 BP Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1-6. DIRECTORS/All 6 Nominees Issuer For For 7.To Elect Mr. A. Burgmans as a Director Issuer For For 8. To Reappoint Ernst & Young LLP as Auditors Issuer For For 9. To Amend the Articles of Association of the Company Issuer For For 10. To Give Authority to Allot Shares up to a Specified Amount Issuer For For 11. Special Resolution: To Give Authority to Allot a Limited Number of Shares for Cash Without Making an Offer to Shareholders Issuer For For 12. Special Resolution: To Give Limited Authority for the Purchase of its own Shares by the Company Issuer For For 13. To Authorize the Use of Treasury Shares for Employee Share Schemes Issuer For For 14. To Approve the Directors' Remuneration Report Issuer For For 15. To Determine the Limit for the Aggregate Remuneration of the Non-Executive Directors Issuer For For 16. To Receive the Directors' Annual Report and the Accounts Issuer Against Against 17. Special Shareholder Resolution: To Instruct the Company to Prepare a Report Making Certain Disclosures on Matters of Control and Risk in Protected and Sensitive Areas Issuer NUCOR CORPORATION 5/13/04 5,000 670346105 NUE Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 3 Nominees Issuer For For 2. Ratify the Appointment of PriceWaterhouseCoopers LLP as Nucor's Independent Auditors for the Year Ending December 31, 2004 Issuer WENDY'S INTERNATIONAL, 4/22/04 12,000 950590109 WEN INC. Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 4 Nominees Issuer For For 2. Ratification of the Selection of PriceWaterhouseCoopers LLP as the Independent Public Accountants of the Company for the Current Year Issuer For For 3. Approval of the Company's 2003 Stock Incentive Plan Issuer FORD MOTOR COMPANY 5/13/04 21,000 345370860 F Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 16 Nominees Issuer For For 2. Ratification of Selection of Independent Public Accountants Issuer Against Against 3. Relating to Disclosure of Officers' Compensation Shareholder Against Against 4. Relating to Establishing a Committee of the Board of Directors to Evaluate any Conflict of Interest Shareholder Against Against 5. Relating to Terminating Certain Forms of Compensation for Named Executives Shareholder Against Against 6. Relating to Limiting the Number of Employees Appointed as Directors Shareholder Against Against 7. Relating to the Company Reporting on Greenhouse Gas Emissions Shareholder MCDONALD'S CORPORATION 5/22/04 20,000 580135101 MCD Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 5 Nominees Issuer For For 2. Approval of Auditors Issuer For For 3. Approval of McDonald's Corporation Amended and Restated 2001 Omnibus Stock Ownership Plan Issuer For For 4. Approval of McDonald's Corporation 2004 Cash Incentive Plan Issuer THE ALLSTATE 5/18/04 3,000 020002101 ALL CORPORATION Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 12 Nominees Issuer For For 2. Appointment of Deloitte & Touche LLP as Independent Auditors for 2004 Issuer For For 3. Approval of Material Terms of Annual Covered Employee Incentive Compensation Plan Issuer For For 4. Approval of Material Terms of Long-Term Executive Incentive Compensation Plan Issuer Against Against 5. Provide Cumulative Voting for Board of Directors Shareholder COX COMMUNICATIONS, 5/18/04 18,000 224044107 COX INC. Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 7 Nominees Issuer For For 2. Adoption of the 2004 Employee Stock Purchase Plan Issuer MATTEL, INC. 5/13/04 10,000 577081102 MAT Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 11 Nominees Issuer For For 2. Ratification of the Selection of PriceWaterhouse Coopers LLP as Matel's Independent Auditors for the Year Ending December 31, 2004 Issuer Against Against 3. Proposal Regarding Management Compensation Shareholder Against Against 4. Proposal Regarding Services Performed by Independent Auditors Shareholder THE HOME DEPOT, INC. 5/27/04 6,000 437076102 HD Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 10 Nominees Issuer For For 2.Proposal to Ratify the Appointment of KPMG LLP as Independent Auditors of the Company for Fiscal 2004 Issuer Against Against 3. Proposal Regarding Outside Director Term Limits Shareholder Against Against 4. Proposal Regarding Poison Pill Implementation Shareholder Against Against 5. Proposal Regarding Performance Goals as a Prerequisite to Vesting Shareholder Against Against 6. Proposal Regarding Implementation of ILO Human Rights Standards Shareholder Against Against 7. Proposal Regarding Future Severance Agreements Shareholder Against Against 8. Proposal Regarding Method of Voting for Directors Shareholder PARTNERRE LTD. 5/13/04 8,000 G6852T105 PRE Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 4 Nominees Issuer For For 2. Approve an Increase in the Maximum Number of Directors from Ten to Eleven, with the Minimum Number of Directors Set at Three, and for the Board to be Authorized to Fill any Vacancies As and When They Deem Expedient Issuer For For 3. To Amend the Bye-Laws of the Company to Remove the Exemption which Excludes Swiss Reinsurance Company and its Affiliates from the Prohibition on Obtaining or Exercising More than 9.9% of the Voting Rights Attached to the Company's Issued and Outstanding Shares Issuer For For 4. To Increase the Number of Common Shares Reserved for Issuance Under the PartnerRe Ltd. Employee Incentive Plan from 3.500,000 Common Shares to 5,000,000 Common Shares Issuer For For 5. To Reappoint the Firm of Deloitte & Touche to Serve as Independent Auditors of the Company until the Company's 2005 Annual General Meeting and to Refer to the Board of Directors the Authority to Determine the Remuneration of Deloitte & Touche Issuer For For 6. Other - In their Discretion Upon Such Other Matters, Including Withholding a Quorum, if Necessary, as May Properly Come Before the Annual General Meeting Issuer THE DOW CHEMICAL CO. 5/13/04 12,000 260543103 DOW Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 6 Nominees Issuer For For 2. Ratification of the Appointment of Deloitte & Touche LLP as Dow's Independent Auditors for 2004 Issuer For For 3. Amendment of the Restated Certificate of Incorporation for the Annual Election of Directors Issuer Against Against 4. Stockholder Proposal On BHOPAL Shareholder CALPINE CORPORATION 5/26/04 20,000 131347106 CPN Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 3 Nominees Issuer For For 2. To Act Upon a Company Proposal Regarding the Amendment of the Company's Amended and Restated Certificate of Incorporation Issuer For For 3. To Act Upon a Company Proposal to Increase the Number of Shares in the 1996 Stock Incentive Plan Issuer For For 4. To Act Upon a Compant Proposal to Increase the Number of Shares in the 2000 Employee Stock Purchase Plan Issuer Against Against 5. To Act Upon a Stockholder Proposal Opposing Geothermal Development Activities in the Medicine Lake Highlands and Requesting the Adoption of an Indigenous Peoples Policy Shareholder Against Against 6. To Act Upon a Stockholder Proposal Regarding Senior Executive Equity Compensation Plans Shareholder Against Against 7. To Act Upon a Stockholder Proposal Regarding Shareholder Voting Shareholder For For 8. To Ratify the Appointment of PriceWaterhouseCoopers LLP as Independent Accountants for the Company for the Fiscal Year Ending December 31, 2004 Issuer
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) Primary Trend Fund, Inc. --------------------------------------------------------- By (Signature and Title) /s/ Lilli Gust, Principal Executive Officer ------------------------------------------- Date August 17, 2004 -------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----