N-PX 1 v318038_npx.htm N-PX

 

 

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