-----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, D2a/YgGar4jcdMwWcY6sUWBtajA0sFW0VsSu1DM5PtJLAxoYEJjc0HRk+UtY9n2a JkENYHywXAdo82wHdiUSHA== 0000948221-05-000141.txt : 20050810 0000948221-05-000141.hdr.sgml : 20050810 20050810154609 ACCESSION NUMBER: 0000948221-05-000141 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050810 DATE AS OF CHANGE: 20050810 EFFECTIVENESS DATE: 20050810 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: 051013520 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 pr20826.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, 53202 -------------------------------------------------- (Address of principal executive offices) (Zip code) Arnold Investment Counsel, Inc., 700 North Water Street, Milwaukee, 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, 2004 - June 30, 2005 ---------------------------- ITEM 1. PROXY VOTING RECORD
PROXY VOTING RECORD Name of Fund: The Primary Trend Fund Period: July 1, 2004 - June 30, 2005 Company Name Meeting Date Shares Voted CUSIP Ticker - ------------------------------------------------------------------------------------------------------------------------------------ GENERAL MILLS, INC. 9/27/04 10,000 370334104 GIS Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 12 Nominees Issuer 2. Approve of KPMG LLP as Independent For For Auditors Issuer 3. Approval of Amendments to the For For Company's By Laws Issuer ARCHER-DANIELS - -MIDLAND CO. 11/4/04 44,728 039483102 ADM Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 9 Nominees Issuer 2. Adopt Amendment to ADM's 2002 For For Incentive Compensation Plan Issuer 3. Adopt ADM Int'l Limited For For Savings-Related Share Option Scheme Issuer 4. Stockholder's Proposal to report on Against Against impacts of genetically engineered food Shareholder AVAYA, INC. 2/15/05 10,000 053499109 AV Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 4 Nominees Issuer THE WALT DISNEY COMPANY 2/11/05 10,000 254687106 DIS Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 12 Nominees Issuer 2. Ratify PriceWaterhouseCoopers as For For Company's Independent Auditor Issuer For For 3. Approve the 2005 Stock Incentive Plan Issuer 4. Shareholder Proposal relating to Against Against Greenmail. Shareholder 5. Shareholder Proposal relating to Against Against China labor standards. Shareholder CENDANT CORPORATION 4/26/05 25,000 151313103 CD Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 10 Nominees Issuer PROXY VOTING RECORD Name of Fund: The Primary Trend Fund Period: July 1, 2004 - June 30, 2005 Company Name Meeting Date Shares Voted CUSIP Ticker - ------------------------------------------------------------------------------------------------------------------------------------ 2. Ratify and approve appointment of Deloitte & Touche LLP as the Company's Independent auditors for the year ending For For December 31, 2005. Issuer 3. Approve an amendment to the Cendant amended and restated 1999 non-employee For For directors deferred compensation plan. Issuer 4. Approve the Cendant 2005 UK share For For incentive plan. Issuer 5. Stockholder proposal regarding Chief Against Against Executive Officer compensation Shareholder 6. Stockholder Proposal regarding Against Against severance agreements. Shareholder UNITED TECHNOLOGIES 4/13/05 5,580 913017109 UTX Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 11 Nominees Issuer For For 2. Appointment of Independent Auditors Issuer 3. Approval of United Technologies Copr. For For 2005 long-term incentive plan Issuer 4. Shareowner proposal concerning Against Against disclosure of executive compensation. Shareholder 5. Sharehowner proposal concerning Against Against ethical criteria for military contracts. Shareholder 6. Shareowner proposal concerning CEO Against Against compensation Shareholder GENERAL ELECTRIC CO. 4/27/05 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 Against Against 1. Cumulative Voting Shareholder Against Against 2. Report on nuclear risk Shareholder Against Against 3. Report on PCB cleanup costs Shareholder Against Against 4. Curb over-extended directors Shareholder PROXY VOTING RECORD Name of Fund: The Primary Trend Fund Period: July 1, 2004 - June 30, 2005 Company Name Meeting Date Shares Voted CUSIP Ticker - ------------------------------------------------------------------------------------------------------------------------------------ Against Against 5. Report on sustainability Shareholder Against Against 6. Disclose political contributions Shareholder Against Against 7. Animal testing Shareholder ELI LILLY AND COMPANY 4/18/05 8,000 532457108 LLY Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 4 Nominees Issuer 2. Ratification of the appointment by the Audit Committee of the board of directors of Ernst & Young LLP as For For principal independent auditors for 2005. Issuer 3. Proposal by shareholders on separating the roles of Chairman and Against Against Chief Executive Officer. Shareholder 4. Proposal by shareholders on Against Against importation of prescription drugs Shareholder 5. Proposal by shareholders on a report on the impact of limiting product supply Against Against to Canada. Shareholder 6.Proposal on periodic reports on the Against Against Company's political contributions. Shareholder 7. Proposal by shareholders on Against Against performance-based stock options. Shareholder 8. Proposal by shareholders on animal Against Against testing. Shareholder SCHERING- PLOUGH CORP. 4/26/05 30,000 806605101 SGP Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 3 Nominees Issuer 2. Ratification of designation of independent registered public accounting For For firm. Issuer 3. Shareholder proposal on annual Against Against election of directors. Shareholder Against Against 4. Shareholder proposal on animal testng. Shareholder ANHEUSER-BUSCH COMPANIES, INC. 4/27/05 10,000 035229103 BUD Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- PROXY VOTING RECORD Name of Fund: The Primary Trend Fund Period: July 1, 2004 - June 30, 2005 Company Name Meeting Date Shares Voted CUSIP Ticker - ------------------------------------------------------------------------------------------------------------------------------------ For For 1. DIRECTORS/All 5 Nominees Issuer 2. Approve the officer bonus plan, as For For amended. Issuer 3. Approve the 1998 incentive stock For For plan, as amended. Issuer 4. Approval of inde[endent registered For For public accounting firm. Issuer BP PLC 4/14/05 6,998 055622104 BP Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 17 Nominees Issuer 2. To re-appoint Ernst & Young LLP as auditors and authorize the board to set For For their remuneration Issuer 3. To give authority to allot shares up For For to a specified amount Issuer 4. Speical resolution: To give authority to allot a limited number of shares for cash without making an offer to For For shareholders Issuer 5. Special resolution: To give limited authority for the purchase of its own For For shares by the company Issuer 6. To approve the directors' For For remuneration report Issuer 7. To approve the renewal of executive For For directors' incentive plan Issuer 8. To receive the directors' annual For For report and the accounts Issuer SBC COMMUNICATIONS, INC. 4/29/05 10,000 78387G103 SBC Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 14 Nominees Issuer 2. Approval of appointment of For For independent auditors Issuer 3. Apporoval of stock purchase and For For deferral plan Issuer 4. Shareholder proposal for policies and Against Against procedures of political contributions Shareholder PROXY VOTING RECORD Name of Fund: The Primary Trend Fund Period: July 1, 2004 - June 30, 2005 Company Name Meeting Date Shares Voted CUSIP Ticker - ------------------------------------------------------------------------------------------------------------------------------------ 5. Shareholder proposal for executive compensation report tied to social Against Against responsibility Shareholder 6. Shareholder proposal on performance & Against Against time based restricted shares Shareholder 7. Shareholder proposal for simple Against Against majority vote to apply on each issue. Shareholder PFIZER, INC. 4/28/05 15,000 717081103 PFE Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 14 Nominees Issuer 2. Proposal to ratify the appintment of KPMG LLP as independent registered For For public accounting firm for 2005. Issuer 3. Proposal relating to term limits for Against Against directors. Shareholder 4. Proposal requesting a report on Against Against increasing access to Pfizer products. Shareholder 5. Proposal relating to importation of Against Against prescription drugs. Shareholder 6. Proposal relating to political Against Against contributions. Shareholder 7. Proposal relating to product Against Against availability in Canada. Shareholder 8. Proposal relating to the separation of the roles of Chair & CEO and access Against Against to pharmaceutical products. Shareholder BARRICK GOLD CORPORATION 4/28/05 10,000 067901108 ABX Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 13 Nominees Issuer 2. Resolution approving the appointment of PriceWaterhouseCoopers LLP as the auditors of Barrick and authorizing the For For directors to fix their remuneration. Issuer BRISTOL-MYERS SQUIBB COMPANY 5/3/05 25,000 110122108 BMY Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- PROXY VOTING RECORD Name of Fund: The Primary Trend Fund Period: July 1, 2004 - June 30, 2005 Company Name Meeting Date Shares Voted CUSIP Ticker - ------------------------------------------------------------------------------------------------------------------------------------ For For 1. DIRECTORS/All 7 Nominees Issuer 2. Ratification of independent For For registered public accounting firm Issuer 3. Approval of restated certificate of For For incorporation Issuer Against Against 4. Political contributions Shareholder Against Against 5. HIV/AIDS-TB-Malaria Shareholder Against Against 6. Animal Testing Shareholder 7. Separation of Chairman and CEO Against Against positions Shareholder Against Against 8. Restatement situations Shareholder Against Against 9. Restricted stock Shareholder Against Against 10. Director vote threshold Shareholder OCCIDENTAL PETROLEUM 5/6/05 10,000 674599105 OXY Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 12 Nominees Issuer 2. Ratification of the selection of KPMG For For as independent auditors Issuer 3. Approval of 2005 long-term incentive For For plan Issuer 4. Stockholder statements opposing board Against Against sponsored proposals Shareholder 5. Vote regarding future golden Against Against parachutes Shareholder CHUBB CORPORATION 4/26/05 6,000 171232101 CB Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 13 Nominees Issuer 2. Ratification of the appointment of For For Ernst & Young LLP as independent auditor Issuer E.I. DU PONT DE NEMOURS AND COMPANY 4/27/05 10,000 263534109 DD Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 11 Nominees Issuer 2. Ratification of independent For For registered public accounting firm Issuer PROXY VOTING RECORD Name of Fund: The Primary Trend Fund Period: July 1, 2004 - June 30, 2005 Company Name Meeting Date Shares Voted CUSIP Ticker - ------------------------------------------------------------------------------------------------------------------------------------ Against Against 3. On government service Shareholder Against Against 4. On international workplace standards Shareholder Against Against 5. On executive compensation Shareholder Against Against 6. On animal testing Shareholder Against Against 7. On genetically modified food Shareholder Against Against 8. On performance-based options Shareholder Against Against 9. On disclosure of PFOA costs Shareholder ABBOTT LABORATORIES 4/22/05 6,000 002824100 ABT Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 14 Nominees Issuer 2. Ratification of Deloitte & Touche LLP For For as auditors Issuer Against Against 3. Proposal - executive compensation Shareholder Against Against 4. Proposal - performance based options Shareholder Against Against 5. Proposal - in vitro testing Shareholder Against Against 6. Proposal - political contributions Shareholder 7. Proposal - HIV/AIDS-TB-Malaria Against Against pandemics Shareholder 8. Proposal - separating the roles of Against Against Chair and CEO Shareholder THE ALLSTATE CORPORATION 5/17/05 9,000 020002101 ALL Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 12 Nominees Issuer 2. Appointment of Deloitte & Touche LLP For For as independent Auditors for 2005 Issuer 3. Provide cumulative voting for Board Against Against of Directors Shareholder TUPPERWARE CORPORATION 5/11/05 15,000 899896104 TUP Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 4 Nominees Issuer PROXY VOTING RECORD Name of Fund: The Primary Trend Fund Period: July 1, 2004 - June 30, 2005 Company Name Meeting Date Shares Voted CUSIP Ticker - ------------------------------------------------------------------------------------------------------------------------------------ 2. Proposal to ratify the appointment of For For independent auditors Issuer 3. Proposal to amend the Tupperware For For Corporation director stock plan Issuer JOHNSON & JOHNSON 4/28/05 7,000 478160104 JNJ Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 12 Nominees Issuer 2. Approval of 2005 long-term incnetive For For plan Issuer 3. Ratification of appointment of PriceWaterhouseCoopers as independent For For auditors. Issuer AQUA AMERICA, INC. 5/19/05 10,000 03836W103 WTR Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 2 Nominees Issuer TRIBUNE COMPANY 5/18/05 12,000 896047107 TRB Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 4 Nominees Issuer 2. Ratification of independent public For For accountants Issuer PARTNERRE LTD. 5/10/05 8,000 G6852T105 PRE Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 4 Nominees Issuer 2. Approve the PartnerRe Ltd. 2005 employee equity plan and the reservation of 1,000,000 additional common shares for issuance under the 2005 employee For For equity plan. Issuer 3. Approve an increase in the authorized share capital of the company from US$150,000,000 to US$200,000,000 by the creation of 50,000,000 undesignated For For shares par value US$1.00 per share. Issuer PROXY VOTING RECORD Name of Fund: The Primary Trend Fund Period: July 1, 2004 - June 30, 2005 Company Name Meeting Date Shares Voted CUSIP Ticker - ------------------------------------------------------------------------------------------------------------------------------------ 4. Re-appoint Deloitte & Touche, the independent registered public accounting firm, as the company's independent auditors for the ensuing period enidng with the 2006 annual general meeting and to refer the determination of auditors' For For remuneration to the board of directors. Issuer 5. Consider and take action with respect to such other matters as may properly come before the annual general meeting or any adjournment of adjournments For For thereof. Issuer MCDONALD'S CORPORATION 5/11/05 15,000 580135101 MCD Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 5 Nominees Issuer 2. Approval of the independent For For registered public accounting firm Issuer 3. Approval of a shareholder proposal relating to genetic engineering of food Against Against and seed Shareholder FORD MOTOR COMPANY 5/12/05 21,000 345370860 F Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 15 Nominees Issuer 2. Ratification of selection of independent registered public accounting For For firm Issuer 3. Relating to Disclosure of officers' Against Against compensation Shareholder 4. Relating to the company reporting on Against Against cafe lobbying efforts Shareholder 5. Relating to limiting certain Against Against compensation for named executives Shareholder 6. Relating to tying executive compensation to a reduction of lifetime Against Against product greenhoue gas emissions Shareholder 7. Relating to consideration of recapitalization plan to provide that Against Against all company stock have one vote per share Shareholder PROXY VOTING RECORD Name of Fund: The Primary Trend Fund Period: July 1, 2004 - June 30, 2005 Company Name Meeting Date Shares Voted CUSIP Ticker - ------------------------------------------------------------------------------------------------------------------------------------ 8. Relating to estalishing a committee of the board of directors to evaluate Against Against any conflict of interest Shareholder CALPINE CORPORATION 5/25/05 75,000 131347106 CPN Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 3 Nominees Issuer 2. To act upon a proposal to amend the company's amended and restated certificate of incorporation to For For declassify the election of the board Issuer 3. To ratify the appointment of PriceWaterhouseCoopers LLP as independent accounts for the company for For For the fiscal year ending December 31, 2005 Issuer THE HOME DEPOT, INC. 5/26/05 6,000 437076102 HD Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 12 Nominees Issuer 2. Company proposal to ratify the appointment of KPMG LLP as independent registered public accounting firm for For For fiscal 2005 Issuer 3. Company proposal to amend the sixth article of the company's certficiate of For For incorporation Issuer 4. Company proposal to approve The Home Depot, Inc. 2005 omnibus stock incentive For For plan Issuer 5. Stockholder proposal regarding Against Against employment diversity report disclosure Shareholder 6. Stockholder proposal regarding method Against Against of voting Shareholder 7. Stockholder proposal regarding Against Against nondeductibe compensation Shareholder 8. Stockholder proposal regarding future Against Against severance agreements Shareholder 9. Stockholder proposal regarding performance and time-based restricted Against Against shares Shareholder 10. Stockholder proposal regarding Against Against performance-based options Shareholder PROXY VOTING RECORD Name of Fund: The Primary Trend Fund Period: July 1, 2004 - June 30, 2005 Company Name Meeting Date Shares Voted CUSIP Ticker - ------------------------------------------------------------------------------------------------------------------------------------ 11. Stockholder proposal regarding Against Against political nonpartisanship Shareholder MATTEL, INC. 5/19/05 10,000 577081102 MAT Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder - --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 10 Nominees Issuer 2. Ratification of the selectin of PriceWaterhouseCoopers LLP as Mattel's independent rgistered public accounting firm for the year ending December 31, For For 2005 Issuer 3. Approval of the Mattel, Inc. 2005 For For equity compensation plan Issuer 4. Stockholder proposal regarding golden Against Against parachute vote provision Shareholder 5. Stockholder proposal regarding Against Against certain reports by the board of directors Shareholder
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 -------------------------- President and Treasurer -------------------------- Date August 10, 2005 -------------------------- -----END PRIVACY-ENHANCED MESSAGE-----