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, 2011 – June 30, 2012
Item 1. Proxy Voting Record
PROXY VOTING RECORD | ||||
Name of Fund: | The Primary Trend Fund | |||
Period: | July 1, 2011 - June 30, 2012 | |||
Company Name | Meeting Date | Shares Voted | CUSIP | Ticker |
Unilever N.V. | 9/16/11 | 10,000 | 904784709 | UN |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. Authorization of the Board of Directors to purchase 6% Cumulative Preference Shares and 7% Cumulative Preference Shares (and Depositary Receipts thereof) in the share capital of Unilever N.V. | Issuer |
DryShips, Inc. | 9/13/11 | 40,000 | Y2109Q101 | DRYS |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS / All 3 Nominees | Issuer | |
For | For | 2. To approve the appointment of Ernst & Young (Hellas) certified auditors accountants s.a., as Dryships Inc.'s independent auditors for the fiscal year ending December 31, 2011 | Issuer |
Microsoft Corporation | 11/15/11 | 20,000 | 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. Advisory vote on named executive officer compensation | Issuer | |
For | For | 11. Advisory vote on frequency of advisory vote on named executive officer compensation (one year) | Issuer | |
For | For | 12. Ratification of the selection of Deloitte & Touche, LLP as the Company's independent auditor | Issuer | |
Against | Against | 13. Shareholder Proposal 1. Establishment of board committee on environmental sustainability | Shareholder |
Cisco Systems, Inc. | 12/7/11 | 20,000 | 17275R102 | CSCO |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a-l. DIRECTORS / All 12 Nominees | Issuer | |
For | For | 2. Approval of Amendment and Restatement of the Cisco 2005 Stock Incentive Plan | Issuer | |
For | For | 3. Approval, on an advisory basis, of executive compensation | Issuer | |
For | For | 4. Recommendation, on an advisory basis, on the frequency of executive compensation votes (one year) | Issuer | |
For | For | 5. Ratification of PriceWaterhouseCoopers LLP as Cisco's independent registered public accounting firm for fiscal 2012 | Issuer | |
Against | Against | 6. Approval to amend Cisco's bylaws to establish board committee on environmental sustainability | Shareholder | |
Against | Against | 7. Approval to require the board to publish internet fragmentation report to shareholders within six months | Shareholder | |
Against | Against | 8. Approval to require that Cisco executives retain a significant percentage of stock until two years following termination | Shareholder |
Petroleo Brasileiro, S.A. | 1/27/12 | 16,000 | 71654V408 | PBR |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | I1. Confirm the contracting of Apsis Consultoria E Avaliacoes Ltda., by BRK, for the assessment of net assets relative to the spun off portions to be converted to Petrobras | Issuer | |
For | For | I2. Assessment report prepared by Apsis Consultoria E Avaliacoes Ltda. at book value for assessment of BRK's net assets | Issuer | |
For | For | I3. Approve the protocol and justification of split-off of BRK and spun off portion of Petrobras, pro rata to its ownership | Issuer | |
For | For | I4. Approve the partial split operation of BRK and the spun off portion of Petrobras, without increasing its share capital | Issuer | |
For | For | II1.Confirm the contracting of Apsis Consultoria E Avaliacoes Ltda. by Petrobras for the development of accounting assessment report of Petroquisa's net equity to be transferred to Petrobras | Issuer | |
For | For | II2. Assessment report prepared by Apsis Consultoria E. Avaliacoes Ltda., at brook value, or assessment of Petroquisa's net equity | Issuer | |
For | For | II3. Approve the protocol and justification of acquisition operation of Petroquisa by Petrobras | Issuer | |
For | For | II4. Approve the acquisition operation of Petroquisa by Petrobras, with full transfer of Petroquisa's net equity to Petrobras, without increasing its share capital | Issuer |
Eli Lilly and Company | 4/16/12 | 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 2012 | Issuer | |
For | For | 3. Approve, by non-binding vote, compensation paid to the company's named executive officers | Issuer | |
For | For | 4. Approve amendments to the Articles of Incorporation to provide for annual election of all directors | Issuer | |
For | For | 5. Approve amendments to the Articles of Incorporation to eliminate all supermajority voting requirements | Issuer | |
Against | Against | 6. Proposal by shareholders requesting that the company establish a majority vote committee | Shareholder | |
Against | Against | 7. Proposal by shareholders on transparency in animal research | Shareholder |
Petroleo Brasileiro.S.A. - | 3/19/12 | 18,000 | 71654V408 | PBR |
Petrobras | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | O1. Management report and financial statements, accompanied of opinion from the fiscal board, regarding the financial year ended as of December 31, 2011 | Issuer | |
For | For | O2. Capital budget, regarding the year of 2012 | Issuer | |
For | For | O3. Destination of income for the year of 2011 | Issuer | |
For | For | O4A. Election of the members of the board of directors: appointed by the controlling shareholder | Issuer | |
For | For | O4B. Election of the members of the board of directors: appointed by the minority shareholders | Issuer | |
For | For | O5. Election of the chairman of the board of directors appointed by the controlling shareholder | Issuer | |
For | For | O6A. Election of the members of the fiscal board and their respective substitutes: appointed by the controlling shareholder | Issuer | |
For | For | O6B. Election of the members of the fiscal board and their respective substitutes: appointed by the minority shareholders | Issuer | |
For | For | O7. Establishment of compensation of management and effective members in the fiscal board | Issuer | |
For | For | E1. Increase of the capital stock | Issuer |
U.S. Bancorp | 4/17/12 | 18,000 | 902973304 | USB |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a-n. DIRECTORS/All 14 Nominees | Issuer | |
For | For | 2. Ratification of selection of Ernst & Young LLP as our independent auditor for the 2012 fiscal year | Issuer | |
For | For | 3. Advisory vote to approve the compensation of our executives disclosed in the proxy statement | Issuer |
Pfizer, Inc. | 4/26/12 | 30,000 | 717081103 | PFE |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a-n. DIRECTORS/All 14 Nominees | Issuer | |
For | For | 2. Ratify the selection of KPMG LLP as independent registered public accounting firm for 2012 | Issuer | |
For | For | 3. Advisory approval of executive compensation | Issuer | |
Against | Against | 4. Shareholder proposal regarding publication of political contributions | Shareholder | |
Against | Against | 5. Shareholder proposal regarding action by written consent | Shareholder | |
Against | Against | 6. Shareholder proposal regarding special shareholder meetings | Shareholder | |
Against | Against | 7. Shareholder proposal regarding advisory vote on director pay | Shareholder |
General Electric Company | 4/25/12 | 30,000 | 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 selection of independent registered public accounting firm | Issuer | |
For | For | B2. Advisory resolution to approve executive compensation | Issuer | |
For | For | B3. Approval of an amendment to the GE 2007 Long-Term Incentive Plan to increase the number of Authorized Shares | Issuer | |
For | For | B4. Approval of the material terms of senior officer performance goals | Issuer | |
Against | Against | C1. Cumulative Voting | Shareholder | |
Against | Against | C2. Nuclear activities | Shareholder | |
Against | Against | C3. Independent board chairman | Shareholder | |
Against | Against | C4. Shareowner action by written consent | Shareholder |
Johnson & Johnson | 4/25/12 | 9,000 | 478160104 | JNJ |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a-m. DIRECTORS/All 13 Nominees | Issuer | |
For | For | 2. Advisory vote to approve named executive officer compensation | Issuer | |
For | For | 3. Approval of the Company's 2012 Long-Term Incentive Plan | Issuer | |
For | For | 4. Ratification of appointment of PriceWaterhouseCoopers LLP as independent registered public accounting firm for 2012 | Issuer | |
Against | Against | 5. Shareholder proposal on independent board chairman | Shareholder | |
Against | Against | 6. Shareholder proposal on binding vote on political contributions | Shareholder | |
Against | Against | 7. Shareholder proposal on adopting non-animal methods for training | Shareholder |
Abbott Laboratories | 4/27/12 | 14,000 | 002824100 | ABT |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 11 Nominees | Issuer | |
For | For | 2. Ratification of Deloitte & Touche LLP as auditors | Issuer | |
For | For | 3. Say on pay - an advisory vote to approve executive compensation | Issuer | |
Against | Against | 4. Transparency in animal research | Shareholder | |
Against | Against | 5. Lobbying disclosure | Shareholder | |
Against | Against | 6. Independent board chair | Shareholder | |
Against | Against | 7. Tax Gross-ups | Shareholder | |
Against | Against | 8. Equity retention and hedging | Shareholder | |
Against | Against | 9. Incentive compensation | Shareholder | |
Against | Against | 10. Ban accelerated vesting of awards upon a change in control | Shareholder |
Kohl's Corporation | 5/10/12 | 10,000 | 500255104 | KSS |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a-l. DIRECTORS/All 12 Nominees | Issuer | |
For | For | 2. Ratify appointment of Ernst & Young LLP as independent registered public accounting firm | Issuer | |
For | For | 3. Advisory vote on approval of named executive officer compensation | Issuer | |
Against | Against | 4. Animal fur policy | Shareholder | |
Against | Against | 5. Succession planning and reporting | Shareholder | |
Against | Against | 6. Executives to retain significant stock | Shareholder |
Aqua America, Inc. | 5/10/12 | 22,000 | 03836W103 | WTR |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 4 Nominees | Issuer | |
For | For | 2. To consider and take action on the ratification of the appointment of PriceWaterhouseCoopers LLP as the independent registered public accounting firm for the company for the 2012 fiscal year | Issuer | |
For | For | 3. Consider and take action on an amendment to the Company's Articles of Incorporation to declassify the board of directors and to provide for the transition to the annual election of directors | Issuer | |
For | For | 4. Consider and take action on the Company's 2012 Employee Stock Purchase Plan | Issuer | |
For | For | 5. Consider and take action on an advisory vote on the Company's executive compensation programs as disclosed in the proxy | Issuer | |
Against | Against | 6. Consider and take action on a shareholder proposal requesting that the board of directors create a comprehensive policy articulating the Company's respect for the commitment to the human right to water, if properly presented at the meeting | Shareholder |
Intel Corporation | 5/17/12 | 30,000 | 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. Advisory vote to approve executive compensation | Issuer | |
Against | Against | 4. Shareholder proposal: Whether to hold an advisory vote on political contributions | Shareholder |
Unilever, N.V. | 5/9/12 | 10,000 | 904784709 | UN |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 2. To adopt the annual accounts and appropriation of the profit for the 2011 financial year | Issuer | |
For | For | 3. To discharge the executive directors in office in the 2011 financial year for the fulfillment of their task | Issuer | |
For | For | 4. To discharge the non-executive directors in office in the 2011 financial year for the fulfillment of their task | Issuer | |
For | For | 5-16. DIRECTORS/All 12 Directors | Issuer | |
For | For | 17. To amend the Company's Articles of Association | Issuer | |
For | For | 18. To authorize the Board of Directors to purchase ordinary shares and depositary receipts thereof in the share capital of the Company | Issuer | |
For | For | 19. To reduce the capital with respect to ordinary shares and depositary receipts thereof held by the Company in its own share capital | Issuer | |
For | For | 20. To designate the Board of Directors as the company body authorized to issue shares in the Company | Issuer | |
For | For | 21. To appoint PriceWaterhouseCoopers Accountants N.V. as auditors for the 2012 financial year | Issuer |
Morgan Stanley | 5/15/12 | 25,000 | 617446448 | MS |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a-m. DIRECTORS/ALL 13 Nominees | Issuer | |
For | For | 2. To ratify the appointment of Deloitte & Touche LLP as independent auditor | Issuer | |
For | For | 3. To amend the 2007 Equity Incentive Compensation Plan | Issuer | |
For | For | 4. To amend the Directors' Equity Capital Accumulation Plan | Issuer | |
For | For | 5. To approve the compensation of executives as disclosed in the proxy statement (non-binding advisory resolution | Issuer |
Kraft Foods, Inc. | 5/23/12 | 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 to approve executive compensation | Issuer | |
For | For | 3. Approval of amendment to change company name | Issuer | |
For | For | 4. Ratification of the selection of independent auditors | Issuer | |
Against | Against | 5. Shareholder proposal: sustainable forestry report | Shareholder | |
Against | Against | 6. Shareholder proposal: report on extended producer responsibility | Shareholder | |
Against | Against | 7. Shareholder proposal: report on lobbying | Shareholder |
JPMorgan Chase & Co. | 5/15/12 | 10,000 | 46625H100 | JPM |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a-k. DIRECTORS/All 11 Nominees | Issuer | |
For | For | 2. Appointment of independent registered public accounting firm | Issuer | |
For | For | 3. Advisory resolution to approve executive compensation | Issuer | |
Against | Against | 4. Political non-partisanship | Shareholder | |
Against | Against | 5. Independent director as chairman | Shareholder | |
Against | Against | 6. Loan servicing | Shareholder | |
Against | Against | 7. Corporate political contributions report | Shareholder | |
Against | Against | 8. Genocide-free investing | Shareholder | |
Against | Against | 9. Shareholder action by written consent | Shareholder | |
Against | Against | 10. Stock retention | Shareholder |
Molson Coors Brewing Co. | 5/30/12 | 16,000 | 60871R209 | TAP |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 2 Nominees | Issuer |
DreamWorks Animation SKG, Inc. | 5/29/12 | 35,000 | 26153C103 | DWA |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 9 Nominees | Issuer | |
For | For | 2. Ratify the appointment of PriceWaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2012 | Issuer | |
For | For | 3. Advisory vote to approve named executive officer compensation | Issuer |
Wal-Mart Stores, Inc. | 6/1/12 | 8,000 | 931142103 | WMT |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a-p. DIRECTORS/All 16 Nominees | Issuer | |
For | For | 2. Ratification of Ernst & Young, LLP as independent accountants | Issuer | |
For | For | 3. Advisory vote to approve named executive officer compensation | Issuer | |
Against | Against | 4. Political contributions report | Shareholder | |
Against | Against | 5. Director nomination policy | Shareholder | |
Against | Against | 6. Report regarding incentive compensation programs | Shareholder |
Royal Dutch Shell, PLC | 5/22/12 | 7,000 | 780259206 | RDS/A |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. Adoption of annual report & accounts | Issuer | |
For | For | 2. Approval of remuneration report | Issuer | |
For | For | 3. Appointment of Sir Nigel Sheinwald as a director of the Company | Issuer | |
For | For | 4a-k. DIRECTORS / All 11 Nominees | Issuer | |
For | For | 5. Re-appointment of auditors | Issuer | |
For | For | 6. Remuneration of auditors | Issuer | |
For | For | 7. Authority to allot shares | Issuer | |
For | For | 8. Disapplication of pre-emption rights | Issuer | |
For | For | 9. Authority to purchase own shares | Issuer | |
For | Foot | 10. Authority for certain donations and expenditure | Issuer |
Nabors Industries, Ltd. | 6/5/12 | 10,000 | G6359F103 | NBR |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 3 Nominees | Issuer | |
For | For | 2. Appointment of PriceWaterhouseCoopers, LLP as independent auditor and authorization of the Audit Committee of the Board of Directors to set the auditor's remuneration | Issuer | |
For | For | 3. Amend the Company's by-laws to declassify the board | Issuer | |
For | For | 4. Amend the Company's by-laws as they relate to certain business combinations | Issuer | |
For | For | 5. Amend the Company's by-laws to implement certain technical changes | Issuer | |
For | For | 6. Approve the 2012 Incentive Bonus Plan | Issuer | |
For | For | 7. Approve the 2012 Stock Plan | Issuer | |
For | For | 8. Approve a non-binding advisory vote regarding the compensation paid to the Company's named executive officers | Issuer | |
Against | Against | 9. To adopt a by-law amendment permitting proxy access | Shareholder | |
Against | Against | 10. Adopt a by-law amendment requiring shareholder approval of certain severance agreements | Shareholder |
MGM Resorts International | 6/12/12 | 7,000 | 552953101 | MGM |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 10 Nominees | Issuer | |
For | For | 2. Ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2012 | Issuer | |
For | For | 3. To approve, on an advisory basis, the compensation of the Company's named executive officers | Issuer |
Pacific Sunwear of California, Inc. | 6/15/12 | 65,000 | 694873100 | PSUN |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1.1-1.3 DIRECTORS/All 3 Nominees | Issuer | |
For | For | 2. Ratification of the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the fiscal year ending February 2, 2013 | Issuer | |
For | Against | 3. Approval of the shareholder protection rights plan | 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 12, 2012