N-PX 1 pr27638.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, 2006 - June 30, 2007 ITEM 1. PROXY VOTING RECORD PROXY VOTING RECORD Name of Fund: The Primary Trend Fund Period: July 1, 2006 - June 30, 2007
Company Name Meeting Date Shares Voted CUSIP Ticker AT&T, INC. 7/21/06 15,000 00206R102 T Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. Approve issuance of AT&T common shares required to be issued pursuant to the merger aIssuernt, dated as of March 4, 2006, by and among BellSouth Corporation, AT&T, Inc. and ABC Consolidation Corp., as it may be amended Issuer DARDEN RESTAURANTS, INC. 9/15/06 9,000 237194105 DRI Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 13 Nominees Issuer For For 2. To approve the amended Darden Restaurants, Inc. 2002 stock incentive plan Issuer For For 3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 27, 2007 Issuer Against Against 4. To consider a shareholder proposal regarding a majority vote standard for election of directors Shareholder GENERAL MILLS, INC. 9/25/06 10,000 370334104 GIS Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 13 Nominees Issuer For For 2. Ratify the appointment of KPMG LLP as General Mills' independent registered public accounting firm Issuer For For 3. Adopt the 2006 compensation plan for non-employee directors Issuer Against Against 4. Proposal on labeling of genetically engineered food products Shareholder THE MARCUS CORPORATION 10/4/06 16,000 566330106 MCS Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 10 Nominees Issuer NEWS CORPORATION 10/20/06 20,000 65248E203 NWS Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 5 Nominees Issuer For For 2. Ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2007 Issuer For For 3. Approval of amended and restated rights plan Issuer Against Against 4. Proposal on the annual election of directors Shareholder MICROSOFT CORPORATION 11/14/06 28,000 594918104 MSFT Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1A-1L DIRECTORS/All 9 Nominees Issuer For For 2. Ratification of the selection of Deloitte & Touche LLP as the Company's independent auditor Issuer Against Against 3. Proposal - Restriction on selling products and services to foreign governments Shareholder Against Against 4. Proposal - Sexual orientation in equal employment opportunity policy Shareholder Against Against 5. Proposal - Hiring of proxy advisor Shareholder CAMPBELL SOUP COMPANY 11/16/06 10,000 134429109 CPB Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 16 Nominees Issuer For For 2. Ratification of appointment of the independent registered public accounting firm Issuer Against Against 3. Proposal on sustainability report Shareholder UNITED TECHNOLOGIES CORP. 4/11/07 11,160 913017109 UTX Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 14 Nominees Issuer For For 2. Appointment of independent auditors for 2007 Issuer Against Against 3. Shareholder proposal: Director term limits Shareholder Against Against 4. Shareholder proposal: Foreign military sales Shareholder Against Against 5. Shareowner proposal: Political contributions Shareholder Against Against 6. Shareowner proposal: Advisory resolution to ratify executive compensation Shareholder Against Against 7. Shareowner proposal: Pay-for-superior performance Shareholder ELI LILLY AND COMPANY 4/16/07 12,000 532457108 LLY Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 4 Nominees Issuer For For 2. Ratification of the appointment by the audit committee of the board of directors of Ernst & Young as principal independent auditors for 2007 Issuer For For 3. Approve amendments to the articles of incorporation to provide for annual election of directors Issuer For For 4. Reapprove performance goals for the company's stock plans Issuer Against Against 5. Proposal by shareholders on extending the company's animal care and use policy to contract labs Shareholder Against Against 6. Proposal by shareholders on international outsourcing of animal research Shareholder Against Against 7. Proposal by shareholders on separating the roles of chairman and chief executive officer Shareholder Against Against 8. Proposal by shareholders on amending the articles of incorporation to allow shareholders to amend the bylaws Shareholder Against Against 9. Proposal by shareholders on adopting a simple majority vote standard Shareholder PFIZER 4/26/07 30,000 717081103 PFE Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 12 Nominees Issuer For For 2. Ratify the selection of KPMG LLP as independent registered public accounting firm for 2007 Issuer Against Against 3. Shareholder proposal relating to cumulative voting Shareholder Against Against 4. Shareholder proposal requesting a report on the rationale for exporting animal experimentation Shareholder Against Against 5. Shareholder proposal requesting a report on the feasibility of amending Pfizer's corporate policy on laboratory animal care and use Shareholder Against Against 6. Shareholder proposal relating to qualifications for director nominees Shareholder ANHEUSER-BUSCH COMPANIES, INC. 4/25/07 10,000 035229103 BUD Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 6 Nominees Issuer For For 2. Approval of the 2007 equity and incentive plan Issuer For For 3. Approval of the global employee stock purchase plan Issuer For For 4. Approval of independent registered public accounting firm Issuer Against Against 5. Stockholder proposal concerning a report on charitable contributions Shareholder GENERAL ELECTRIC COMPANY 4/25/07 23,000 369604103 GE Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For A. DIRECTORS/All 16 Nominees Issuer For For B. Ratification of KPMG Issuer For For C. Adoption of majority voting for directors Issuer For For D. Approval of 2007 long term incentive plan Issuer For For E. Approval of material terms of senior officer performance goals Issuer Against Against 1. Cumulative voting Shareholder Against Against 2. Curb over-extended directors Shareholder Against Against 3. One director from the ranks of retirees Shareholder Against Against 4. Independent board chairman Shareholder Against Against 5. Eliminate dividend equivalents Shareholder Against Against 6. Report on charitable contributions Shareholder Against Against 7. Global warming report Shareholder Against Against 8. Ethical criteria for military contracts Shareholder Against Against 9. Report on pay differential Shareholder THE COCA-COLA COMPANY 4/18/07 12,000 191216100 KO Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 11 Nominees Issuer For For 2. Ratification of the appointment of Ernst & Young LLP as independent auditors Issuer For For 3. Approval of the performance incentive plan of the Coca-Cola Company Issuer Against Against 4. Shareowner proposal regarding management compensation Shareholder Against Against 5. Shareowner proposal regarding an advisory vote on the compensation committee report Shareholder Against Against 6. Shareowner proposal regarding chemical and biological testing Shareholder Against Against 7. Shareowner proposal regarding study and report on extraction of water in India Shareholder Against Against 8. Shareowner proposal regarding restricted stock Shareholder BP, P.L.C. 4/12/07 6,998 055622104 BP Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 16 Nominees Issuer For For 2. To receive the directors' annual report and accounts Issuer For For 3. To approve the directors' remuneration report Issuer For For 19. To re-appoint Ernst & Young LLP as auditors and authorize the board to set their remuneration Issuer For For 20. To give limited authority to make political donations and incur political expenditure Issuer For For 21. To authorize the use of electronic communications Issuer For For S22. Special resolution: To give limited authority for the purchase of its own shares by the company Issuer For For 23. To give authority to allot shares up to a specified amount Issuer For For S24. Speical resolution: To give authority to allot a limited number of shares for cash free of pre-emption rights Issuer ABBOTT LABORATORIES 4/27/07 12,000 002824100 ABT Proposed by Issuer Vote Cast Management Vote Proposal 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. Shareholder proposal - advisory vote Shareholder Against Against 4. Shareholder proposal - the roles of chair and CEO Shareholder JOHNSON & JOHNSON 4/26/07 7,000 478160104 JNJ Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 11 Nominees Issuer For For 2. Ratification of appointment of PriceWaterhouseCoopers LLP as independent registered public accounting firm Issuer Against Against 3. Proposal on majority voting requirements for director nominees Shareholder Against Against 4. Proposal on supplemental retirement plan Shareholder JOURNAL COMMUNICATIONS, INC. 5/3/07 10,000 481130102 JRN Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1A. Election of Director: Don H. Davis, Jr. Issuer For For 1B. Election of director: David G. Meissner Issuer For For 1C. Election of director: Ellen F. Siminoff Issuer For For 2. Proposal to approve the Journal Communications, Inc. 2007 omnibus incentive plan Issuer OCCIDENTAL PETROLEUM CORPORATION 5/4/2007 12,000 674599105 OXY Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 12 Nominees Issuer For For 2. Ratification of selection of KPMG as independent auditors Issuer For For 3. Approval of amendment to 2005 long-term incentive plan Issuer Against Against 4. Scientific report on global warming Shareholder Against Against 5. Advisory vote to ratify executive compensation Shareholder Against Against 6. Performance-based stock options Shareholder CHUBB CORPORATION 4/24/07 12,000 171232101 CB Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 11 Nominees Issuer For For 2. To ratify the appointment of Ernst & Young LLP as independent auditor Issuer For For 3. To vote on the adoption of an amendment to the Chubb Corporation restated certificate of incorporation Issuer Against Against 4. To vote on a shareholder proposal regarding political contributions Shareholder E.I. DU PONT DE NEMOURS AND COMPANY 4/25/07 10,000 263534109 DD Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 11 Nominees Issuer For For 2. On ratification of independent registered public accounting firm Issuer For For 3. On DuPont equity and incentive plan Issuer Against Against 4. On genetically modified food Shareholder Against Against 5. On plant closure Shareholder Against Against 6. On report on PFOA Shareholder Against Against 7. On costs Shareholder Against Against 8. On global warming Shareholder Against Against 9. On chemical facility security Shareholder AT&T, INC. 4/27/07 10,000 00206R102 T Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 17 Nominees Issuer For For 2. Ratify appointment of independent auditors Issuer For For 3. Approve the AT&T severance policy Issuer Against Against 4. Shareholder proposal to disclose monetary and non-monetary political contributions Shareholder Against Against 5. Shareholder proposal to amend by-laws to give shareholders the power to call a special meeting Shareholder Against Against 6. Shareholder proposal to establish a pay-for-superior- performance standard Shareholder Against Against 7. Shareholder proposal to approve executive compensation Shareholder Against Against 8. Shareholder proposal to establish a policy limiting benefits provided under the supplemental executive retirement plan Shareholder TRIBUNE COMPANY 5/9/2007 19,000 896047107 TRB Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 3 Nominees Issuer For For 2. Ratification of independent accountants Issuer Against Against 3. Shareholder proposal concerning Tribune's classified board of directors Shareholder PARTNERRE LTD. 5/10/07 8,000 G6852T105 PRE Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 4 Nominees Issuer For For 2. To re-appoint Deloitte & Touche, the independent registered public accounting firm, as our independent auditors for the ensuing period ending with the 2006 annual general meeting and to refer the determination of auditors remuneration to the board of directors Issuer For For 3. To approve an amendment to our By-Laws Issuer THE ALLSTATE CORPORATION 5/15/07 5,000 020002101 ALL Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1.A-1M. DIRECTORS/All 13 Nominees Issuer For For 2. Appointment of Deloitte & Touche LLP as independent auditors for 2007 Issuer For For 3. Amendments to the restated certificate of incorporation to eliminate the supermajority vote requirements Issuer AQUA AMERICA, INC. 5/24/07 18,333 03836W103 WTR Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 3 Nominees Issuer THE HOME DEPOT, INC. 5/24/07 15,000 437076102 HD Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1a.-1k. DIRECTORS/All 11 Nominees Issuer For For 2. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year ending February 3, 2008 Issuer Against Against 3. Shareholder proposal regarding poison pill implementation Shareholder Against Against 4. Shareholder proposal regarding employment diversity report disclosure Shareholder Against Against 5. Shareholder proposal regarding executive officer compensation Shareholder Against Against 6. Shareholder proposal regarding management bonuses Shareholder Against Against 7. Shareholder proposal regarding retirement benefits Shareholder Against Against 8. Shareholder proposal regarding equity compensation Shareholder Against Against 9. Shareholder proposal regarding pay-for-superior performance Shareholder Against Against 10. Shareholder proposal regarding political nonpartisanship Shareholder Against Against 11. Shareholder proposal regarding chairman & CEO Shareholder SCHERING-PLOUGH CORP. 5/18/07 30,000 806605101 SGP Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For 1. DIRECTORS/All 13 Nominees Issuer For For 2. Ratify the designation of Deloitte & Touche LLP to audit the books and accounts for 2007 Issuer For For 3. Approve amendments to the certificate of incorporation and by-laws to reduce shareholder supermajority vote requirements to a majority vote Issuer For For 4. Approve an amendment to the Certification of Incorporation to elect directs by a majority vote rather than a plurality vote Issuer Against Against 5. Shareholder proposal relating to equity grants Shareholder MCDONALD'S CORP. 5/24/07 11,000 580135010 MCD Proposed by Issuer Vote Cast Management Vote Proposal or Security Holder --------- --------------- --------- ------------------ For For lA-1D. DIRECTORS/All 4 Nominees Issuer For For 2. Approval of the independent registered public accounting firm Issuer Against Against 3. Shareholder proposal relating to labeling of genetically modified products Shareholder Against Against 4. Shareholder proposal relating to labor standards Shareholder NEW
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 ------------------------------------------- Date July 16, 2007 -------------------