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, 2012 – June 30, 2013
Item 1. Proxy Voting Record
PROXY VOTING RECORD | ||||||||
Name of Fund: | The Primary Trend Fund | |||||||
Period: | July 1, 2012 - June 30, 2013 | |||||||
Company Name | Meeting Date | Shares Voted | CUSIP | Ticker | ||||
Cisco Systems, Inc. | 11/15/12 | 20,000 | 17275R102 | CSCO | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1. DIRECTORS / All 13 Nominees | Issuer | |||||
For | For | 2. Approval of amendment and restatement of the Executive Incentive Plan | Issuer | |||||
For | For | 3. Approval, on an advisory basis, of executive compensation | Issuer | |||||
For | For | 4. Ratification of PriceWaterhouseCoopers, LLP as Cisco's independent registered public accounting firm for fiscal 2013 | Issuer | |||||
Against | Against | 5. Approval to have Cisco's Board adopt a policy to have an independent Board chairman whenever possible | Shareholder | |||||
Against | Against | 6. Approval to request Cisco management to prepare a report on "conflict minerals" in Cisco's supply chain | Shareholder | |||||
Archer-Daniels-Midland Co. | 11/1/12 | 12,000 | 039483102 | ADM | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1. DIRECTORS / All 12 Nominees | Issuer | |||||
For | For | 2. Ratify the appointment of Ernst & Young LLP as independent auditors for the six-month period ending December 31, 2012 | Issuer | |||||
For | For | 3. Advisory vote on executive compensation | Issuer | |||||
Against | Against | 4. Stockholder proposal regarding special shareowner meetings | Shareholder | |||||
Campbell Soup Co. | 11/14/12 | 11,000 | 134429109 | CPB | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1. DIRECTORS / All 15 Nominees | Issuer | |||||
For | For | 2. Ratification of appointment of the independent registered public accounting firm | Issuer | |||||
For | For | 3. Advisory vote on executive compensation | Issuer | |||||
Microsoft Corporation | 11/28/12 | 15,000 | 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. Approval of employee stock purchase plan | Issuer | |||||
For | For | 12. Ratification of Deloitte & Touche, LLP as our independent auditor for fiscal year 2013 | Issuer | |||||
Against | Against | 13. Shareholder proposal - Adopt cumulative voting | Shareholder | |||||
Schlumberger Limited | 4/10/13 | 3,000 | 806857108 | SLB | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1a-k. DIRECTORS / All 11 Nominees | Issuer | |||||
For | For | 2. To approve, on an advisory basis, the Company's executive compensation | Issuer | |||||
For | For | 3. To approve the Company's 2012 financial statements and declarations of dividends | Issuer | |||||
For | For | 4. To approve the appointment of the independent registered public accounting firm | Issuer | |||||
For | For | 5. To approve the adoption of the 2013 Schlumberger Omnibus Incentive Plan | Issuer | |||||
For | For | 6. To approve the adoption of an amendment and restatement of the Schlumberger Discount Stock Purchase Plan | Issuer | |||||
U.S. Bancorp | 4/16/12 | 10,000 | 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 2013 fiscal year | Issuer | |||||
For | For | 3. Advisory vote to approve the compensation of our executives disclosed in the proxy statement | Issuer | |||||
Against | Against | 4. Shareholder proposal: Adoption of a policy requiring that the Chairman of the Board be an independent director | Shareholder | |||||
Pfizer, Inc | 4/25/13 | 25,000 | 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. Ratify the selection of KPMG LLP as independent registered public accounting firm for 2013 | Issuer | |||||
For | For | 3. Advisory approval of executive compensation | Issuer | |||||
Against | Against | 4. Shareholder proposal regarding executive equity retention | Shareholder | |||||
Against | Against | 5. Shareholder proposal regarding action by written consent | Shareholder | |||||
Johnson & Johnson | 4/25/13 | 9,000 | 478160104 | JNJ | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1a-l. DIRECTORS/All 12 Nominees | Issuer | |||||
For | For | 2. Advisory vote to approve named executive officer compensation | Issuer | |||||
For | For | 3. Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2013 | Issuer | |||||
Against | Against | 4. Shareholder proposal - Executives to retain significant stock | Shareholder | |||||
Against | Against | 5. Shareholder proposal on political contributions and corporate values | Shareholder | |||||
Against | Against | 6. Shareholder proposal on independent board chairman | Shareholder | |||||
Abbott Laboratories | 4/26/13 | 7,000 | 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. Shareholder proposal - genetically modified ingredients | Shareholder | |||||
Against | Against | 5. Shareholder proposal - lobbying disclosure | Shareholder | |||||
Against | Against | 6. Shareholder proposal - independent board chair | Shareholder | |||||
Against | Against | 7. Shareholder proposal - equity retention and hedging | Shareholder | |||||
Against | Against | 8. Shareholder proposal - incentive compensation | Shareholder | |||||
Against | Against | 9. Shareholder proposal - accelerated vesting of awards upon change in control | Shareholder | |||||
Verizon Communications | 5/2/13 | 6,000 | 92343V104 | VZ | ||||
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 appointment of independent registered public accounting firm | Issuer | |||||
For | For | 3. Advisory vote to approve executive compensation | Issuer | |||||
For | For | 4. Approval of Long-Term Incentive Plan | Issuer | |||||
Against | Against | 5. Network neutrality | Shareholder | |||||
Against | Against | 6. Lobbying activities | Shareholder | |||||
Against | Against | 7. Proxy access bylaw | Shareholder | |||||
Against | Against | 8. Severance approval policy | Shareholder | |||||
Against | Against | 9. Shareholder right to call a special meeting | Shareholder | |||||
Against | Against | 10. Shareholder right to act by written consent | Shareholder | |||||
Barrick Gold Corporation | 4/24/13 | 11,000 | 067901108 | ABX | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1. DIRECTORS/All 13 Nominees | Issuer | |||||
For | For | 2. Resolution approving the appointment of PricewaterhouseCoopers, LLP as the auditors of Barrick and authorizing the directors to fix their remuneration | Issuer | |||||
For | For | 3. Advisory resolution on executive compensation approach | Issuer | |||||
Encana Corporation | 4/23/13 | 40,000 | 292505104 | ECA | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1. DIRECTORS/All 9 Nominees | Issuer | |||||
For | For | 2. Appointment of auditor PricewaterhouseCoopers LLP at a remuneration to be fixed by the board of directors | Issuer | |||||
For | For | 3. Advisory vote approving the corporation's approach to executive compensation | Issuer | |||||
For | For | 4. Reconfirmation of the shareholder rights plan | Issuer | |||||
General Electric Co. | 4/24/13 | 30,000 | 369604103 | GE | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | A1-17. DIRECTORS / All 17 Nominees | Issuer | |||||
For | For | B1. Advisory approval of our named executives' compensation | Issuer | |||||
For | For | B2. Ratification of selection of independent registered public accounting firm | Issuer | |||||
Against | Against | C1. Cessation of all stock options and bonuses | Shareholder | |||||
Against | Against | C2. Director term limits | Shareholder | |||||
Against | Against | C3. Independent Chairman | Shareholder | |||||
Against | Against | C4. Right to act by written consent | Shareholder | |||||
Against | Against | C5. Executives to retain significant stock | Shareholder | |||||
Against | Against | C6. Multiple candidate elections | Shareholder | |||||
AbbVie, Inc. | 5/6/13 | 7,000 | 00287Y109 | ABBV | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1. DIRECTORS/All 3 Nominees | Issuer | |||||
For | For | 2, Ratification of Ernst & Young LLP as auditors of AbbVie for 2013 | Issuer | |||||
For | For | 3. Say on Pay - advisory vote on the approval of executive compensation | Issuer | |||||
For | For | 4. Say When on Pay - an advisory vote on the frequency of the advisory stockholder vote to approve executive compensation - 1 year | Issuer | |||||
For | For | 5. Approval of the AbbVie 2013 incentive stock program | Issuer | |||||
Eli Lilly & Company | 5/6/13 | 12,000 | 532457108 | LLY | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1A-E. DIRECTORS/All 5 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 2013 | Issuer | |||||
For | For | 3. Approve, by non-binding vote, compensation paid to the company's named executive officers | Issuer | |||||
For | For | 4. Reapprove material terms of the performance goals for the 2002 Lilly Stock Plan | Issuer | |||||
Aqua America, Inc. | 5/8/13 | 20,000 | 03836W103 | WTR | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1. DIRECTORS/All 6 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 2013 fiscal year | Issuer | |||||
For | For | 3. To consider and take action on an advisory vote on the company's executive compensation programs as disclosed in the proxy statement | Issuer | |||||
Against | Against | 4. To consider and take action on a shareholder proposal requesting that the board of directors create a comprehensive policy articulating the company's respect for and commitment to the human right to water, if properly presented at the meeting | Shareholder | |||||
INTEL CORPORATION | 5/16/12 | 25,000 | 458140100 | INTC | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1a-i. DIRECTORS/ALL 9 Nominees | Issuer | |||||
For | For | 2. Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for the current year | Issuer | |||||
For | For | 3. Advisory vote to approve executive compensation | Issuer | |||||
For | For | 4. Approval of amendment and extension of the 2006 Equity Incentive Plan | Issuer | |||||
Against | Against | 5. Stockholder proposal, titled "executives to retain significant stock" | Shareholder | |||||
Cliffs Natural Resources | 5/7/13 | 10,000 | 18683K101 | CLF | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1a-j. DIRECTORS/All 10 Nominees | Issuer | |||||
For | For | 2. Approval of an amendment to our Second Amended Articles of Incorporation to adopt majority voting in uncontested director elections (implementation of this Proposal 2 is conditioned upon the approval of Proposals 3 and 4) | Issuer | |||||
For | For | 3. Approval of an amendment to our Second Amended Articles of Incorporation to eliminate cumulative voting in director elections (implementation of this Proposal 3 is conditioned upon the approval of Proposals 2 and 4) | Issuer | |||||
For | For | 4. Approval of an amendment to our Regulations to add a provision to allow the Board to amend the Regulations to the extent permitted under Ohio law (implementation of this Proposal 4 is conditioned upon the approval of proposals 2 and 3) | Issuer | |||||
For | For | 5. Approval, on an advisory basis, of our named executive officer compensation | Issuer | |||||
For | For | 6. The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Cliffs to serve for the the 2013 fiscal year. | Issuer | |||||
Apache Corporation | 5/16/13 | 5,000 | 037411105 | APA | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1-3. DIRECTORS/All 3 Nominees | Issuer | |||||
For | For | 4. Ratification of Ernst & Young LLP as Apache's independent auditors | Issuer | |||||
For | For | 5. Advisory vote to approve the compensation of Apache's named executive officers | Issuer | |||||
For | For | 6. Approval of amendment to Apache's 2011 Omnibus Equity Compensation Plan to increase the number of shares issuable under the plan | Issuer | |||||
For | For | 7. Approval of amendment to Apache's restated certificate of incorporation to eliminate Apache's classified board of directors | Issuer | |||||
Kohl's Corporation | 5/16/13 | 15,000 | 500255104 | KSS | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1A-J. DIRECTORS/All 10 Nominees | Issuer | |||||
For | For | 2. Ratify appointment of Ernest & Young LLP as independent registered public accounting firm | Issuer | |||||
For | For | 3. Advisory vote on approval of named executive officer compensation | Issue | |||||
Against | Against | 4. Shareholder proposal: Policy on animal cruelty related to the sale of products and containing animal fur | Shareholder | |||||
Against | Against | 5. Shareholder proposal: Independent board chairman | Shareholder | |||||
Hospira, Inc. | 5/8/13 | 5,000 | 441060100 | HSP | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1A-E. DIRECTORS/All 5 Nominees | Issuer | |||||
For | For | 2. Advisory resolution to approve executive compensation | Issuer | |||||
For | For | 3. To ratify the appointment of Deloitte & Touche LLP as auditors for Hospira for 2013 | Issuer | |||||
Against | Against | 4, Shareholder proposal - written consent | Shareholder | |||||
Kraft Foods Group, Inc. | 5/22/13 | 3,333 | 50076Q106 | KRFT | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1. DIRECTORS / All 3 Nominees | Issuer | |||||
For | For | 2. Advisory vote to approve 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 material terms for performance-based awards under the Kraft Foods Group, Inc. 2012 Performance Incentive Plan | Issuer | |||||
For | For | 5. Ratification of the selection of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending December 28, 2013 | Issuer | |||||
Against | Against | 6. Shareholder proposal: Label genetically engineered products | Shareholder | |||||
JPMorgan Chase & Co. | 5/21/13 | 8,000 | 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. Ratification of independent registered public accounting firm | Issuer | |||||
For | For | 3. Advisory resolution to approve executive compensation | Issuer | |||||
For | For | 4. Amendment to the firm's Restated Certificate of Incorporation to authorize shareholder action by written consent | Issuer | |||||
For | For | 5. Reapproval of Key Executive Performance Plan | Issuer | |||||
Against | Against | 6. Require separation of chairman and CEO | Shareholder | |||||
Against | Against | 7. Require executives to retain significant stock until reaching normal retirement age | Shareholder | |||||
Against | Against | 8. Adopt procedures to avoid holding or recommending investments that contribute to human rights violations | Shareholder | |||||
Against | Against | 9. Disclose firm payments used directly or indirectly for lobbying, including specific amounts and recipients' names | Shareholder | |||||
DreamWorks Animation SKG, Inc. | 5/29/13 | 40,000 | 26153C103 | DWA | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1. DIRECTORS/All 8 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, 2013 | Issuer | |||||
For | For | 3. Advisory vote to approve named executive officer compensation | Issuer | |||||
For | For | 4. Approve the adoption of the 2013 Annual Incentive Plan | Issuer | |||||
Against | Against | 5. Stockholder proposal to consider Recapitalization Plan to provide that all of the company's outstanding stock have one vote per share | Shareholder | |||||
Royal Dutch Shell PLC | 5/21/13 | 10,000 | 780259206 | RDS/A | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1. Adoption of annual report and accounts | Issuer | |||||
For | For | 2. Approval of remuneration report | Issuer | |||||
For | For | 3-13. DIRECTORS/All 11 Nominees | Issuer | |||||
For | For | 14. Reappointment of auditors | Issuer | |||||
For | For | 15. Remuneration of auditors | Issuer | |||||
For | For | 16. Authority to allot shares | Issuer | |||||
For | For | 17. Disapplication of pre-emption rights | Issuer | |||||
For | For | 18. Authority to purchase own shares | Issuer | |||||
For | For | 19. Authority for certain donations and expenditure | Issuer | |||||
Molson Coors Brewing Co. | 5/29/13 | 17,000 | 60871R209 | TAP | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1. DIRECTORS/All 3 Nominees | Issuer | |||||
For | For | 4. Approve an amendment to restated Certificate of Incorporation to provide that the holders of our Class A common stock and Class B common stock shall vote together as a single class, on an advisory basis, on any proposal to approve the compensation of the Company's named executive officers presented at any annual meeting of stockholders held after January 1, 2014 | Issuer | |||||
Wal-Mart Stores, Inc. | 6/7/13 | 5,000 | 931142103 | WMT | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1. DIRECTORS/All 14 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 | |||||
For | For | 4. Approval of the Wal-Mart Stores, Inc, Management Incentive Plan, as amended | Issuer | |||||
Against | Against | 5. Special shareowner meeting right | Shareholder | |||||
Against | Against | 6. Equity retention requirement | Shareholder | |||||
Against | Against | 7. Independent chairman | Shareholder | |||||
Against | Against | 8. Request for annual report on recoupment of executive pay | Shareholder | |||||
Pacific Sunwear of California, Inc. | 6/7/13 | 13,000 | 694873100 | PSUN | ||||
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |||||
For | For | 1. Amendment to bylaws | Issuer | |||||
For | For | 2.1-2.3 DIRECTORS/All 3 Nominees | Issuer | |||||
For | For | 3. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2014 | Issuer | |||||
Against | Against | 4. Approval of the new shareholder protection rights plan | Issuer |
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 22, 2013