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, 2013 – June 30, 2014
Item 1. Proxy Voting Record
PROXY VOTING RECORD | |||||
Name of Fund: | The Primary Trend Fund | ||||
Period: | July 1, 2013 - June 30, 2014 | ||||
Company Name | Meeting Date | Shares Voted | CUSIP | Ticker | |
Cisco Systems, Inc. | 11/19/13 | 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 2005 Stock 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 2014 | Issuer | ||
Against | Against | 5. Approval to have Cisco hold a competition for giving public advice on the voting items in the proxy filing for Cisco's 2014 annual shareowners meeting | Shareholder | ||
Dryships, Inc. | 10/31/13 | 75,000 | Y2109Q101 | DRYS | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1. DIRECTORS / All 2 Nominees | Issuer | ||
For | For | 2. To ratify the appointment of Ernst & Young (Hellas) certified auditors accountants S.A., as Dryships, Inc.'s independent auditors for the fiscal year ending December 31, 2013 | Issuer | ||
Campbell Soup Co. | 11/20/13 | 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 | 11/19/13 | 12,000 | 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. Approve material terms of the performance criteria under the Executive Officer Incentive Plan | Issuer | ||
For | For | 11. Advisory vote on executive compensation | Issuer | ||
For | For | 12. Ratification of Deloitte & Touche, LLP as our independent auditor for fiscal year 2014 | Issuer | ||
Verizon Communications, Inc. | 1/28/14 | 6,000 | 92343V104 | VZ | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1. Approve the issuance of up to approximately 1.28 billion shares of Verizon common stock to Vodafone ordinary shareholders in connection with Verizon's acquisition of Vodafone's indirect 45% interest in Verizon Wireless | Issuer | ||
For | For | 2. Approve an amendment of Article 4(A) of Verizon's restated certificate of incorporation to increase Verizon's authorized shares of common stock by 2 billion shares to an aggregate of 6.25 billion authorized shares of common stock | Issuer | ||
For | For | 3. Approve the adjournment of the Special Meeting to solicit additional votes and proxies if there are insufficient votes at the time of the Special Meeting to approve the above proposals | Issuer | ||
Schlumberger Limited | 4/9/14 | 8,400 | 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 2013 financial statements and declarations of dividends | Issuer | ||
For | For | 4. To approve the appointment of the independent registered public accounting firm | Issuer | ||
U.S. Bancorp | 4/15/14 | 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 2014 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 | ||
General Electric Company | 4/23/14 | 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 auditor for 2014 | Issuer | ||
Against | Against | C1. Cumulative Voting | Shareholder | ||
Against | Against | C2. Senior executives hold option shares for life | Shareholder | ||
Against | Against | C3. Multiple candidate elections | Shareholder | ||
Against | Against | C4. Right to act by written consent | Shareholder | ||
Against | Against | C5. Cessation of all stock options and bonuses | Shareholder | ||
Against | Against | C6. Sell the company | Shareholder | ||
Newmont Mining Corp. | 4/23/14 | 20,000 | 651639106 | NEM | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1a-i. DIRECTORS/All 9 Nominees | Issuer | ||
For | For | 2. Ratify appointment of independent auditors for 2014 | Issuer | ||
For | For | 3. Approve, on an advisory basis, named executive officer compensation | Issuer | ||
Against | Against | 4. Stockholder proposal regarding political spending disclosure | Shareholder | ||
Johnson & Johnson | 4/24/14 | 5,000 | 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 independent registered public accounting firm for 2014 | Issuer | ||
Against | Against | 4. Shareholder proposal - Executives to retain significant stock | Shareholder | ||
Pfizer, Inc. | 4/24/14 | 25,000 | 717081103 | PFE | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer 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 2014 | Issuer | ||
For | For | 3. Advisory approval of executive compensation | Issuer | ||
For | For | 4. Approval of Pfizer, Inc. 2014 stock plan | Issuer | ||
Against | Against | 5. Shareholder proposal regarding approval of political contributions policy | Shareholder | ||
Against | Against | 6. Shareholder proposal regarding lobbying activities | Shareholder | ||
Against | Against | 7. Shareholder proposal regarding action by written consent | Shareholder | ||
Key Energy Services, Inc. | 5/15/14 | 10,000 | 492914106 | KEG | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1A-C. DIRECTORS/All 3 Nominees | Issuer | ||
For | For | 2. To approve the adoption of the Key Energy Services, Inc. 2014 equity and cash incentive plan | Issuer | ||
For | For | 3. To ratify the appointment by the audit committee of the board of directors of Grant Thornton LLP, an independent registered public accounting firm, as the company's independent auditors for the fiscal year ending December 31, 2014 | Issuer | ||
For | For | 4. To approve, on an advisory basis, the compensation of the company's named executive officers | Issuer | ||
Magicjack Vocaltec Ltd. | 4/23/14 | 10,000 | M6787E101 | CALL | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | DIRECTORS / All 3 Nominees | Issuer | ||
For | For | To approve the re-election of Ms. Tal Yaron-Eldar as an external director to serve a three-year term in accordance with the provisions of the Israeli Companies Law | Issuer | ||
No | No | Are you a controlling shareholder in the company or do you have a personal interest in approval of Proposal 2 (excluding a personal interest not due to a relationship with the controlling shareholder)? (Note: You must respond for your vote to be counted) | |||
For | For | 3. To approve the grant of 7,000 restricted share units to Mr. Donald A Burns and Mr. Richard Harris under the terms of the 2013 Stock Incentive Plan | Issuer | ||
Yes | Yes | 4. To approve the grant of 7,000 restricted share units to Ms. Tal Yaron-Eldar and Mr. Yoseph Dauber under the terms of the 2013 Israeli Stock Incentive Plan | |||
No | No | Are you a controlling shareholder in the Company or do you have a personal interest in approval of Proposal 4 (excluding a personal interest not due to a relationship with the controlling shareholder)? (Note: You must respond for your vote to be counted) | |||
For | For | 5. To approve the grant of options to purchase 100,000 ordinary shares to Dr. Yuen Wah Sing as President of Tiger Jet Network, Inc., a wholly owned subsidiary of the company, and to approve increasing Dr. Sing's annual salary as President of Tiger Jet Network, Inc. to $250,000 per annum | Issuer | ||
For | For | 6. To amend the Company's 2013 Stock Incentive Plan to increase the number of ordinary shares subject to awards and amend the term of options granted under the plan | Issuer | ||
For | For | 7. To amend the Company's 2013 Israeli Stock Incentive Plan to increase the number of ordinary shares subject to awards and amend the term of options granted under the plan | Issuer | ||
For | For | 8. To approve and ratify the purchase of a directors and officers' liability insurance policy and approve its renewal or the purchase of new directors and officers' liability insurance for an additional four years | Issuer | ||
No | No | Are you a controlling shareholder in the Company or do you have a personal interest in approval of Proposal 8? (Note: You must respond for your vote to be counted) | |||
For | For | To approve the reappointment of BDO USA, LLP and BDO Ziv Haft, certified public accountants (Isr) as the Company's independent public auditors for the year ending December 31, 2014 and authorize the Company's Board of Directors, subject to the approval of the Audit Committee, to fix the compensation of the auditors in accordance with the volume and nature of their services | Issuer | ||
Abbott Laboratories | 4/25/14 | 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 Ernst & Young 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 - Incentive compensation | Shareholder | ||
Kraft Foods Group, Inc. | 5/6/14 | 3,333 | 50076Q106 | KRFT | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1a-d. DIRECTORS/All 4 Nominees | Issuer | ||
For | For | 2. Advisory vote to approve executive compensation | Issuer | ||
For | For | 3. Ratification of the selection of PricewaterhouseCoopers LLP as our independent auditors for 2014 | Issuer | ||
Against | Against | 4. Shareholder proposal - Cessation of use of corporate funds for political purposes | Shareholder | ||
Against | Against | 5. Shareholder proposal - Application of corporate values in political contributions | Shareholder | ||
Against | Against | 6. Shareholder proposal - Non-recyclable brand packaging report | Shareholder | ||
Against | Against | 7. Shareholder proposal - Sustainable forestry report | Shareholder | ||
Against | Against | 8. Shareholder proposal - Proposal regarding calling dehorning | Shareholder | ||
For | For | 9. Shareholder proposal - Laudatory resolution supporting Kraft's animal welfare actions | Shareholder | ||
Barrick Gold Corporation | 4/30/14 | 23,000 | 067901108 | ABX | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1. DIRECTORS/All 12 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 | ||
For | For | 4. Resolution confirming By-Law No. 2 | Issuer | ||
Verizon Communications | 5/1/14 | 6,000 | 92343V104 | VZ | |
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 independent registered public accounting firm | Issuer | ||
For | For | 3. Advisory vote to approve executive compensation | Issuer | ||
For | For | 4. Proposal to implement proxy access | Issuer | ||
Against | Against | 5. Network neutrality | Shareholder | ||
Against | Against | 6. Lobbying activities | Shareholder | ||
Against | Against | 7. Severance approval policy | Shareholder | ||
Against | Against | 8. Shareholder right to call a special meeting | Shareholder | ||
Against | Against | 9. Shareholder right to act by written consent | Shareholder | ||
Against | Against | 10. Proxy voting authority | Shareholder | ||
Eli Lilly Company | 5/5/14 | 10,000 | 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 2014 | Issuer | ||
For | For | 3. Approve by non-binding vote, compensation paid to the Company's named executive officers | Issuer | ||
Abbvie, Inc. | 5/9/14 | 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 Abbvie's independent registered public accounting firm for 2014 | Issuer | ||
For | For | 3. Say on Pay - An advisory vote on the approval of executive compensation | Issuer | ||
Aqua America, Inc. | 5/7/14 | 15,000 | 03836W103 | WTR | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1. DIRECTORS/All 8 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 2014 fiscal year | Issuer | ||
For | For | 3. To consider and take advisory vote to approve the company's executive compensation as disclosed in the proxy statement | Issuer | ||
For | For | 4. To consider and take action on the approval of the amended Aqua America, Inc. 2009 omnibus compensation plan | Issuer | ||
Against | Against | 5. 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 the commitment to the human right to water, if properly presented at the meeting | Shareholder | ||
Against | Against | 6. To consider and take action on a shareholder proposal requesting that the board of directors create a policy in which the board's chairman is an independent director who has not previously served as an executive officer of the company, if properly presented at the meeting | Shareholder | ||
Kinross Gold Corporation | 5/8/14 | 25,000 | 496902404 | KGC | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1. DIRECTORS/All 12 Nominees | Issuer | ||
For | For | 2. To approve the appointment of KPMG LLP, chartered accountants as auditors of the company for the ensuing year and to authorize the directors to fix their remuneration | Issuer | ||
For | For | 3. To consider and, if deemed appropriate, to pass, with or without variation, a resolution amending the Share Option Plan of Kinross to (A) increase the number of common shares reserved for issuance thereunder from 21,166,667 to 31,166,667 and (B) to add a provision whereby option holders can surrender their options to the company in exchange for the "In-the-Money" value in the form of either cash or shares, with a company option to deliver shares even if the option holder elects to receive cash | Issuer | ||
For | For | 4. To consider and, if deemed appropriate, to pass, an advisory resolution on Kinross' approach to executive compensation | Issuer | ||
Silver Wheaton Corp. | 5/9/14 | 13,000 | 828336107 | SLW | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | A. DIRECTORS / All 9 Nominees | Issuer | ||
For | For | B. In respect of the appointment of Deloitte LLP, independent registered public accounting firm, as auditors of the company and authorizing the directors to fix their remuneration | Issuer | ||
For | For | C. A non-binding advisory resolution accepting the company's approach to executive compensation | Issuer | ||
For | For | D. A resolution approving an amendment to the company's share option plan | Issuer | ||
For | For | E. A resolution confirming the adoption of a by-law providing for advance notice requirements for the nomination of directors | Issuer | ||
For | For | F. A resolution confirming the adoption of amendments to the existing by-laws to increase the quorum at a meeting of shareholders from 10% to 25% | Issuer | ||
For | For | G. A resolution confirming the adoption of amendments to the existing by-laws to modernize and enhance notice and signature provisions | Issuer | ||
Apache Corporation | 5/15/14 | 7,000 | 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 restated certificate of incorporation to eliminate Apache's classified board of directors | Issuer | ||
Intel Corporation | 5/11/14 | 35,000 | 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 LLLP as our independent registered public accounting firm for the current year | Issuer | ||
For | For | 3, Advisory vote to approve executive compensation | Issuer | ||
Encana Corporation | 5/13/14 | 40,000 | 121145900 | 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. Confirmation of amendments to corporation's By-Law No. 1 | Issuer | ||
Mondelez International, Inc | 5/21/14 | 16,000 | 609207105 | MDLZ | |
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 executive compensation | Issuer | ||
For | For | 3. Approve Mondelez Int'l Amended and Restated 2005 Performance Incentive Plan | Issuer | ||
For | For | 4. Ratification of PricewaterhouseCoopers LLP as independent registered public accountants for fiscal year ending December 31, 2014 | Issuer | ||
Against | Against | 5. Shareholder proposal report on packaging | Shareholder | ||
Royal Dutch Shell PLC | 5/20/14 | 12,000 | 780259206 | RDS/A | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1. Receipt of Annual Report & Accounts | Issuer | ||
For | For | 2. Approval of Directors' remuneration policy | Issuer | ||
For | For | 3. Approval of Directors' remuneration report | Issuer | ||
For | For | 4. Appointment of Euleen Goh as a Director of the company | Issuer | ||
For | For | 5. Appointment of Patricia A. Woertz as a Director of the company | Issuer | ||
For | For | 6-15. Directors/All 10 Nominees | Issuer | ||
For | For | 16. Re-appointment of auditors | Issuer | ||
For | For | 17. Remuneration of auditors | Issuer | ||
For | For | 18. Authority to allot shares | Issuer | ||
For | For | 19. Disapplication of pre-emption rights | Issuer | ||
For | For | 20. Authority to purchase own shares | Issuer | ||
For | For | 21. Approval of Long-Term Incentive Plan | Issuer | ||
For | For | 22. Approval of Deferred Bonus Plan | Issuer | ||
For | For | 23. Approval of Restricted Share Plan | Issuer | ||
For | For | 24. Authority for certain donations and expenditure | Issuer | ||
Molson Coors Brewing Co. | 5/4/14 | 15,000 | 60871R209 | TAP | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1. DIRECTORS/All3 Nominees | Issuer | ||
For | For | 2. To approve, on an advisory basis, the compensation of the company's named executive officers | Issuer | ||
JPMorgan Chase & Co. | 5/20/14 | 8,000 | 46625H100 | JPM | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1. DIRECTORS/All 11 Nominees | Issuer | ||
For | For | 2. Advisory resolution to approve executive compensation | Issuer | ||
For | For | 3. Ratification of independent registered public accounting firm | Issuer | ||
Against | Against | 4. Lobbying report - require annual report on lobbying | Shareholder | ||
Against | Against | 5. Special sharehowner meetings - reduce threshold to 15% rather than 20% and remove procedural provisions | Shareholder | ||
Against | Against | 6. Cumulative voting - require cumulative voting for directors rather than one-share one-vote | 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, President
Date July 30, 2014