0001144204-11-041039.txt : 20110719 0001144204-11-041039.hdr.sgml : 20110719 20110719094824 ACCESSION NUMBER: 0001144204-11-041039 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110630 FILED AS OF DATE: 20110719 DATE AS OF CHANGE: 20110719 EFFECTIVENESS DATE: 20110719 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: 11974030 BUSINESS ADDRESS: STREET 1: 3960 HILLSIDE DRIVE, SUITE 204 CITY: DELAFIELD STATE: WI ZIP: 53018 BUSINESS PHONE: 800-443-6544 MAIL ADDRESS: STREET 1: ARNOLD INVESTMENT COUNSEL STREET 2: 3960 HILLSIDE DRIVE, SUITE 204 CITY: DELAFIELD STATE: WI ZIP: 53018 0000794801 S000000872 PRIMARY TREND FUND C000002488 PRIMARY TREND FUND N-PX 1 v228435_n-px.htm Unassociated Document
 
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)
 
3960 Hillside Drive, Delafield, WI                  53018
(Address of principal executive offices)       (Zip code)
 
Arnold Investment Counsel, Inc., 3960 Hillside Drive, Delafield, WI  53018
(Name and address of agent for service)
 
Registrant's telephone number, including area code: (262) 303-4850
 
Date of fiscal year end: June 30
 
Date of reporting period: July 1, 2010 – June 30, 2011
 
 
 
 
 
Item 1. Proxy Voting Record
 
             
   
PROXY VOTING RECORD
        
             
Name of Fund:
The Primary Trend Fund
        
Period:
July 1, 2010 - June 30, 2011
        
             
             
Company Name
Meeting Date
Shares Voted
CUSIP
  
Ticker
  
             
Cisco Systems, Inc.
11/18/10
12,000
17275R102
  
CSCO
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1a-m. DIRECTORS/All 13 Nominees
  
Issuer
  
             
For
For
2. To approve a non-binding advisory resolution regarding executive compensation
  
Issuer
  
             
For
For
3. To ratify the appointment of PriceWaterhouseCoopers LLP as Cisco's independent registered public accounting firm for the fiscal year ending July 30, 2011
  
Issuer
  
             
Against
Against
4. Shareholder proposal to amend Cisco's bylaws to establish a Board Committee on Environmental Sustainability
  
Shareholder
  
             
Against
Against
5. Shareholder proposal requesting the Board to publish a report to shareholders, within six months, providing a summarized listing and assessment of concrete steps Cisco could reasonably take to reduce the likelihood that its business practices might enable or encourage the violation of human rights, as set forth in the accompanying proxy statements
  
Shareholder
  
             
Against
Against
6. Shareholder proposal requesting that Cisco adopt and implement a policy restricting certain sales in China, adopt a related oversight and compliance system with respect to human rights impacts and provide public disclosure of Cisco's sales to China and certain other governments, as set forth in the accompanying proxy statement
  
Shareholder
  
             
             
Microsoft Corporation
11/16/10
17,000
594918104
  
MSFT
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1-9. DIRECTORS/All 9 Nominees
  
Issuer
  
             
For
For
10. Ratification of the selection of Deloitte & Touche LLP as the Company's independent auditor
  
Issuer
  
             
Against
Against
11. Shareholder proposal to establish a board committee on environmental sustainability
  
Shareholder
  
             
             
Petroleo Brasileiro S.A.
12/7/10
10,000
71654V408
  
PBR
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1. Approve the incorporation protocol and justification signed between Marlim Participacoes S.A. and the Company on 11/4/10
  
Issuer
  
             
For
For
2. Approve the incorporation protocol and justification signed between Nova Marlim Participacoes S.A. and the Company on 11/4/10
  
Issuer
  
             
For
For
3. Ratify the hiring of KPMG auditores independentes by the company to prepare the assessment reports for Marlim Participacoes S.A. and Nova Marlim Participacoes S.A. ("Assessment Reports"), under the terms of Paragraph 1 of Article 227 of Act 6404/76, as amended.
  
Issuer
  
             
For
For
4. Approve the assessment reports prepared by KPMG auditores independentes at book value for the assessment of the net worth of Marlim Participacoes S.A. and of Nova Marlim Participacoes S.A.
  
Issuer
  
             
             
Nokia Corporation
5/3/2011
30,000
654902204
  
NOK
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
12. DIRECTORS/All 11 Nominees
  
Issuer
  
             
For
For
7. Adoption of the annual Accounts
  
Issuer
  
             
For
For
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
  
Issuer
  
             
For
For
9. Resolution on the discharge of the members of the Board of Directors and the President from liability
  
Issuer
  
             
For
For
10. Resolution on the remuneration of the members of the Board of Directors
  
Issuer
  
             
For
For
11. Resolution on the number of members of the Board of Directors
  
Issuer
  
             
For
For
13. Resolution on the remuneration of the Auditor
  
Issuer
  
             
For
For
14. Election of Auditor
    
Issuer
  
             
For
For
15. Authorizing the Board of Directors to resolve to repurchase the Company's own shares
  
Issuer
  
             
For
For
16. Grant of stock options to selected personnel of Nokia
  
Issuer
  
             
             
             
Alcoa, Inc.
5/6/11
25,000
013817101
  
AA
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1A-C. DIRECTORS/All 3 Nominees
  
Issuer
  
             
For
For
2. Ratify the independent auditor
  
Issuer
  
             
For
For
3. Advisory vote on executive compensation
  
Issuer
  
             
For
For
4. Advisory vote on frequency of executive compensation vote (3 years)
  
Issuer
  
             
For
For
5. Adopt internal revenue code Section 162(M) compliant annual cash incentive compensation plan
  
Issuer
  
             
For
For
6. Eliminate super-majority voting requirement in the Articles of Incorporation - Article Seventh (Fair Price Protection)
  
Issuer
  
             
For
For
7. Eliminate super-majority voting requirement in the Articles of Incorporation - Article Eighth (Director Elections)
  
Issuer
  
             
             
For
For
8. Eliminate super-majority voting requirement in the  Articles of Incorporation - Article Eighth (Removal of Directors)
  
Issuer
  
             
Against
Against
9. Shareholder proposal: Action by written consent
  
Shareholder
  
             
Against
Against
10. Shareholder proposal: Declassify the Board
  
Shareholder
  
             
             
Johnson & Johnson
4/28/11
9,000
478160104
  
JNJ
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1a-k. DIRECTORS/All 11 Nominees
  
Issuer
  
             
For
For
2. Ratification of appointment of PriceWaterhouseCoopers LLP as independent registered public accounting firm for 2011
  
Issuer
  
             
For
For
3. Advisory vote on named executive officer compensation
  
Issuer
  
             
For
For
4. Advisory vote on frequency of advisory vote on named executive officer compensation (1 year)
  
Issuer
  
             
Against
Against
5. Shareholder proposal on pharmaceutical price restraint
  
Shareholder
  
             
Against
Against
6. Shareholder proposal on amendment to company's equal employment opportunity policy
  
Shareholder
  
             
Against
Against
7. Shareholder proposal on adopting non-animal methods for training
  
Shareholder
  
             
             
Pfizer, Inc.
4/28/11
45,000
717081103
  
PFE
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1a-m. DIRECTORS/All 13 Nominees
  
Issuer
  
             
For
For
2. Proposal to ratify the selection of KPMG LLP as independent registered public accounting firm for 2011
  
Issuer
  
             
For
For
3. Advisory vote on executive compensation
  
Issuer
  
             
For
For
4. Advisory vote on the frequency of future advisory votes on executive compensation (2 years)
  
Issuer
  
             
Against
Against
5. Shareholder proposal regarding publication of political contributions
  
Shareholder
  
             
Against
Against
6. Shareholder proposal regarding public policy initiatives
  
Shareholder
  
             
Against
Against
7. Shareholder proposal regarding pharmaceutical price restraints
  
Shareholder
  
             
Against
Against
8. Shareholder proposal regarding action by written consent
  
Shareholder
  
             
Against
Against
9. Shareholder proposal regarding special shareholder meetings
  
Shareholder
  
             
Against
Against
10. Shareholder proposal regarding animal research
  
Shareholder
  
             
             
U.S. Bancorp
4/19/11
16,000
902973304
  
USB
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1a-m. DIRECTORS/All 13 Nominees
  
Issuer
  
             
For
For
2. Ratification of selection of Ernst & Young LLP as our independent auditor for the 2011 fiscal year
  
Issuer
  
             
For
For
3. Advisory vote to approve the compensation of our executives disclosed in the proxy statement
  
Issuer
  
             
For
For
4. Advisory vote on the frequency of future advisory votes on executive compensation (3 years)
  
Issuer
  
             
Against
Against
5. Shareholder proposal: Annual advisory vote on director compensation
  
Shareholder
  
             
   
 
        
Eli Lilly and Company
4/18/11
20,000
532457108
  
LLY
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1a-d. DIRECTORS/All 4 Nominees
  
Issuer
  
             
For
For
2. Ratification of the appointment  by the audit committee of the board of directors of Ernst & Young LLP as principal independent auditor for 2011
  
Issuer
  
             
For
For
3. Approve, by non-binding vote, 2010 compensation paid to the company's named executive officers
  
Issuer
  
             
For
For
4. Recommend, by non-binding vote, the frequency of future advisory votes on executive compensation (1 year)
  
Issuer
  
             
For
For
5. Approve amendments to the Articles of Incorporation to provide for annual election of all directors
  
Issuer
  
             
For
For
6. Approve amendments to the Articles of Incorporation to eliminate all supermajority voting requirements
  
Issuer
  
             
For
For
7. Approve the executive officer incentive plan
  
Issuer
  
             
             
Abbott Laboratories
4/29/11
14,000
002824100
  
ABT
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1. DIRECTORS/All 10 Nominees
  
Issuer
  
             
For
For
2. Ratification of Deloitte & Touche LLP as auditors
  
Issuer
  
             
For
For
3. Say on pay - an advisory vote on the approval of executive compensation
  
Issuer
  
             
For
For
4. Say when on pay - an advisory vote on the approval of the frequency of shareholder votes on executive compensation (1 year)
  
Issuer
  
             
Against
Against
5. Shareholder proposal: pharmaceutical pricing
  
Shareholder
  
             
             
Verizon Communications
5/5/11
16,000
92343V104
  
VZ
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1. DIRECTORS/All 12 Nominees
  
Issuer
  
             
For
For
2. Ratification of appointment of independent registered public accounting firm
  
Issuer
  
             
For
For
3. Advisory vote related to executive compensation
  
Issuer
  
             
For
For
4. Advisory vote related to future votes on executive compensation (1 year)
  
Issuer
  
             
Against
Against
5. Disclose prior government service
  
Shareholder
  
             
Against
Against
6. Performance stock unit performance thresholds
  
Shareholder
  
             
Against
Against
7. Cumulative voting
    
Shareholder
  
             
Against
Against
8. Shareholder right to call a special meeting
  
Shareholder
  
             
             
The Coca-Cola Company
4/27/11
4,000
191216100
  
KO
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1a-m. DIRECTORS/All 15 Nominees
  
Issuer
  
             
For
For
2. Ratification of the appointment of Ernst & Young LLP as independent auditors
  
Issuer
  
             
For
For
3. Approval of the performance measures available under the Performance Incentive Plan of The Coca-Cola Company to preserve the tax deductibility of the awards
  
Issuer
  
             
For
For
4. Approval of the performance measures available under The Coca-Cola Company 1989 Restricted Stock Award Plan to preserve the tax deductibility of the awards
  
Issuer
  
             
For
For
5. Advisory vote on executive compensation (say on pay vote)
  
Issuer
  
             
For
For
6. Advisory vote on the frequency of holding the say on pay vote (1 year)
  
Issuer
  
             
Against
Against
7. Shareowner proposal regarding a report on Bisphenol-A
  
Shareholder
  
             
             
General Electric Company
4/27/11
28,000
369604103
  
GE
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
A1-16. DIRECTORS/All 16 Nominees
  
Issuer
  
             
For
For
B1. Ratification of KPMG
    
Issuer
  
             
For
For
B2, Advisory resolution on executive compensation
  
Issuer
  
             
For
For
B3. Advisory vote on the frequency of future advisory votes on executive compensation (1 year)
  
Issuer
  
             
Against
Against
C1. Cumulative voting
    
Shareholder
  
             
Against
Against
C2. Future stock options
    
Shareholder
  
             
Against
Against
C3. Withdraw stock options granted to executives
  
Shareholder
  
             
Against
Against
C4. Climate change risk disclosure
  
Shareholder
  
             
Against
Against
C5. Transparency in animal research
  
Shareholder
  
             
             
Sprint Nextel Corporation
5/10/11
50,000
852061100
  
S
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1a-j. DIRECTORS/All 10 Nominees
  
Issuer
  
             
For
For
2. To ratify the appointment of KPMG LLP as the independent registered public accounting firm of Sprint Nextel for 2011
  
Issuer
  
             
For
For
3. To approve, by a non-binding advisory vote, our executive compensation
  
Issuer
  
             
For
For
4. To recommend, by a non-binding advisory vote, the frequency of advisory votes on our executive compensation (1 year)
  
Issuer
  
             
Against
Against
5. To vote on a shareholder proposal concerning political contributions
  
Shareholder
  
             
Against
Against
6. To vote on a shareholder proposal concerning the retention of equity awards
  
Shareholder
  
             
Against
Against
7. To vote on a shareholder proposal requesting change to a voting requirement
  
Shareholder
  
             
             
Kraft Foods, Inc.
5/24/11
10,000
50075N104
  
KFT
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1a-k. DIRECTORS/All 11 Nominees
  
Issuer
  
             
For
For
2. Advisory vote on executive compensation
  
Issuer
  
             
For
For
3. Advisory vote on the frequency of an executive compensation vote (1 year)
  
Issuer
  
             
For
For
4. Approval of the Kraft Foods, Inc. Amended and Restated 2006 Stock Compensation Plan for non-employee directors
  
Issuer
  
             
For
For
5. Ratification of PriceWaterhouseCoopers LLP as our independent auditors for the fiscal year ending December 31, 2011
  
Issuer
  
             
             
Cabot Oil & Gas Corp.
5/3/11
6,000
127097103
  
COG
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
I 1-3. DIRECTORS/All 3 Nominees
  
Issuer
  
             
For
For
II. To ratify the appointment of the firm PriceWaterhouseCoopers LLP as the independent registered public accounting firm for the company for its 2011 fiscal year
  
Issuer
  
             
For
For
III. To approve, by non-binding advisory vote, the compensation of our named executive officers
  
Issuer
  
             
For
For
IV. To recommend, by non-binding advisory vote, the frequency of future advisory votes on executive compensation
  
Issuer
  
             
             
Aqua America, Inc.
5/12/11
15,000
03836W103
  
WTR
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1. DIRECTORS/ALL 3 Nominees
  
Issuer
  
             
For
For
2. To ratify the appointment of PriceWaterhouseCoopers LLP as the independent registered public accounting firm for the company for the 2011 fiscal year
  
Issuer
  
             
For
For
3. To recommend, by non-binding vote, approval of the company's executive compensation programs
  
Issuer
  
             
For
For
4. To recommend, by non-binding vote, the frequency of executive compensation votes (3 years)
  
Issuer
  
             
Against
Against
5. Shareholder proposal to declassify the board for the purpose of director elections
  
Shareholder
  
             
             
Intel Corporation
5/19/11
40,000
458140100
  
INTC
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1A-J. DIRECTORS/All 10 Nominees
  
Issuer
  
             
For
For
2. Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for current year
  
Issuer
  
             
For
For
3. Amendment and extension of the 2006 Equity Incentive Plan
  
Issuer
  
             
For
For
4. Amendment and extension of the 2006 Stock Purchase Plan
  
Issuer
  
             
For
For
5. Advisory vote on executive compensation
  
Issuer
  
             
For
For
6. Advisory vote on the frequency of holding future advisory votes on executive compensation (1 year)
  
Issuer
  
             
             
Vulcan Materials Company
5/13/11
12,000
929160109
  
VMC
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1. DIRECTORS/All 4 Nominees
  
Issuer
  
             
For
For
2. Amendment of the company's 2006 Omnibus Long-Term Incentive Plan
  
Issuer
  
             
For
For
3, Proposal to approve the advisory (non-binding) resolution relating to executive compensation
  
Issuer
  
             
For
For
4. Proposal regarding frequency of an advisory (non-binding) vote on executive compensation
  
Issuer
  
             
For
For
5. Ratification of the appointment of the independent registered public accounting firm
  
Issuer
  
             
Against
Against
6. Shareholder proposal regarding majority voting for director elections
  
Shareholder
  
             
Against
Against
7. Shareholder proposal regarding declassifying the board
  
Shareholder
  
             
             
Entropic Communications
5/19/11
25,000
29384R105
  
ENTR
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1. DIRECTORS/All 1 Nominee
  
Issuer
  
             
For
For
2. To reapprove the Internal Revenue Code Section 162(M) performance criteria and award limits of the Entropic Communications, Inc. 2007 Equity Incentive Plan
  
Issuer
  
             
For
For
3. To approve Entropic's executive compensation
  
Issuer
  
             
For
For
4. To approve the frequency with which a shareholder advisory vote on executive compensation will be held (1 year)
  
Issuer
  
             
For
For
5. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2011
  
Issuer
  
             
             
Wendy's/Arby's Group, Inc.
5/26/11
40,000
950587105
  
WEN
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1. DIRECTORS/All 12 Nominees
  
Issuer
  
             
For
For
2. To approve an amendment to the Company's Certificate of Incorporation to allow majority voting in director elections
  
Issuer
  
             
For
For
3. To ratify the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting for 2011
  
Issuer
  
             
For
For
4. To approve an advisory resolution on executive compensation
  
Issuer
  
             
For
For
5. To hold future advisory votes on executive compensation every one, two or three years (1 year)
  
Issuer
  
             
             
JPMorgan Chase & Co.
5/17/11
10,000
46625H100
  
JPM
  
             
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 registered public accounting firm
  
Issuer
  
             
For
For
3. Advisory vote on executive compensation
  
Issuer
  
             
For
For
4. Advisory vote on frequency of advisory vote on executive compensation (1 year)
  
Issuer
  
             
For
For
5. Approval of amendment to Long-Term Incentive Plan
  
Issuer
  
             
Against
Against
6. Political non-partisanship
    
Shareholder
  
             
Against
Against
7. Shareholder action by written consent
  
Shareholder
  
             
Against
Against
8. Mortgage loan servicing
    
Shareholder
  
             
Against
Against
9. Political contributions
    
Shareholder
  
             
Against
Against
10. Genocide-free investing
    
Shareholder
  
             
Against
Against
11. Independent lead director
  
Shareholder
  
             
             
Wal-Mart Stores, Inc.
6/3/11
15,000
931142103
  
WMT
  
             
Vote Cast
Management Vote
Proposal
    
Proposed by Issuer or Security Holder
For
For
1a-o. DIRECTORS/All 15 Nominees
  
Issuer
  
             
For
For
2. Ratification of Ernst & Young LLP as independent accountants
  
Issuer
  
             
For
For
3. Shareholder say on executive pay
  
Issuer
  
             
For
For
4. Advisory vote on the frequency of future advisory votes on executive compensation (1 year)
  
Issuer
  
             
Against
Against
5. Gender identity non-discrimination policy
  
Shareholder
  
             
Against
Against
6. Political contributions report
  
Shareholder
  
             
Against
Against
7. Special shareowner meetings
  
Shareholder
  
             
Against
Against
8. Require supplier(s) to publish an annual sustainability report
  
Shareholder
  
             
Against
Against
9. Climate change risk disclosure
  
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, Principal Executive Officer
 
Date July 13, 2011