N-PX 1 v384664_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, 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