EX-99.77C VOTES 4 tdf77c1202.txt MATTERS SUBMITTED TO SHAREHOLDERS TEMPLETON DRAGON FUND, INC. QUESTION 77C- MATTER SUBMITTED TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Shareholders of the Templeton Dragon Fund, Inc. (the "Fund") was held at the Fund's offices, 500 E. Broward Blvd., Fort Lauderdale, Florida, on May 3, 2002 and reconvened on May 29, 2002. The purpose of the meeting was to elect five (5) Directors of the Fund, to approve an Agreement and Plan of Reorganization that provides for the reorganization of the Fund from a Maryland corporation to a Delaware business trust, to approve amendments to certain of the Fund's fundamental investment restrictions (including three (3) sub-proposals), and to approve the elimination of certain of the Fund's fundamental investment restrictions. At the meeting on May 3, 2002, the following persons were elected by the shareholders to serve as Directors of the Fund: Harris J. Ashton, Nicholas F. Brady, Frank J. Crothers, S. Joseph Fortunato and Constantine D. Tseretopoulos.* At the reconvened meeting on May 29, 2002, Shareholders approved an Agreement and Plan of Reorganization that provides for the reorganization of the Fund from a Maryland corporation to a Delaware business trust, amendments to certain of the Fund's fundamental investment restrictions (including three (3) sub-proposals), and the elimination of certain of the Fund's fundamental investment restrictions. No other business was transacted at the meetings. The results of the voting at the Annual Meeting is as follows: Proposal 1. The election of five (5) Directors:
% OF % OF % OF % OF OUTSTANDING VOTED OUTSTANDING VOTED TERM EXPIRING 2004: FOR SHARES SHARES WITHHELD SHARES SHARES -------------------------------------------------------------------------------------------------------------- Harris J. Ashton ............ 27,809,350 57.06% 78.76% 7,501,357 15.39% 21.24% Nicholas F. Brady ........... 27,872,807 57.19% 78.94% 7,437,900 15.26% 21.06% Frank J. Crothers............ 28,330,328 58.12% 80.23% 6,980,379 14.32% 19.77% S. Joseph Fortunato.......... 27,833,625 57.11% 78.82% 7,477,082 15.34% 21.18% Constantine D. Tseretopoulos 28,262,543 57.99% 80.04% 7,048,164 14.46% 19.96%
* MARTIN L. FLANAGAN, ANDREW H. HINES, JR., EDITH E. HOLIDAY, CHARLES B. JOHNSON, BETTY P. KRAHMER, GORDON S. MACKLIN AND FRED R. MILLSAPS ARE DIRECTORS OF THE FUND WHO ARE CURRENTLY SERVING AND WHOSE TERMS OF OFFICE CONTINUED AFTER THE ANNUAL MEETING OF SHAREHOLDERS. The results of the voting at the Annual Meeting Reconvened are as follows: Proposal 2. The approval of an Agreement and Plan of Reorganization that provides for the reorganization of the Fund from a Maryland corporation to a Delaware business trust: % OF % OF OUTSTANDING VOTED SHARES VOTED SHARES SHARES ------------------------------------------------------------------ For ................... 28,816,142 59.12% 77.35% Against ............... 7,842,816 16.09% 21.05% Abstain ............... 595,807 1.22% 1.60% Broker Non-Votes ...... 4,232,811 8.68% -- ------------------------------------------------------------------ TOTAL ................. 41,487,576 85.11% 100.00% Proposal 3. The approval of amendments to certain of the Fund's fundamental investment restrictions (includes three (3) Sub-Proposals): Proposal 3a: To amend the Fund's fundamental investment restriction regarding industry concentration: % OF % OF OUTSTANDING VOTED SHARES VOTED SHARES SHARES -------------------------------------------------------------------- For ................... 33,958,996 69.67% 91.15% Against ............... 2,589,426 5.31% 6.95% Abstain ............... 706,438 1.45% 1.90% Broker Non-Votes ...... 4,232,716 8.68% -- -------------------------------------------------------------------- TOTAL ................. 41,487,576 85.11% 100.00% Proposal 3b: To amend the Fund's fundamental investment restriction regarding borrowing and issuing senior securities: % OF % OF OUTSTANDING VOTED SHARES VOTED SHARES SHARES -------------------------------------------------------------------- For ................... 25,406,494 52.13% 68.20% Against ............... 11,109,963 22.79% 29.82% Abstain ............... 738,399 1.51% 1.98% Broker Non-Votes ...... 4,232,720 8.68% -- -------------------------------------------------------------------- TOTAL ................. 41,487,576 85.11% 100.00% Proposal 3c: To amend the Fund's fundamental investment restriction regarding investments in commodities: % OF % OF OUTSTANDING VOTED SHARES VOTED SHARES SHARES -------------------------------------------------------------------- For ................... 24,586,388 50.44% 65.99% Against ............... 11,949,755 24.52% 32.08% Abstain ............... 718,716 1.47% 1.93% Broker Non-Votes ...... 4,232,717 8.68% -- -------------------------------------------------------------------- TOTAL ................. 41,487,576 85.11% 100.00% Proposal 4: The approval of the elimination of certain of the Fund's fundamental investment restrictions: % OF % OF OUTSTANDING VOTED SHARES VOTED SHARES SHARES -------------------------------------------------------------------- For ................... 27,971,892 57.38% 75.08% Against ............... 8,568,375 17.58% 23.00% Abstain ............... 714,592 1.47% 1.92% Broker Non-Votes ...... 4,232,717 8.68% -- -------------------------------------------------------------------- TOTAL ................. 41,487,576 85.11% 100.00%