-------------------------- UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE -------------------------- COMMISSION OMB Number: 3235-0582 Washington, D.C. 20549 Expires: March 31, 2006 Estimated average burden FORM N-PX hours per response..............14.4 -------------------------- ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-7915 -------------------------------------------- Morgan Stanley Market Leader Trust - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 1221 Avenue of the Americas, New York, New York 10020 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Barry Fink Esq. Morgan Stanley Investment Advisors Inc. 1221 Avenue of the Americas New York, New York 10020 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 800-869-6397 ------------ Date of fiscal year end: 8/31 -------------------- Date of reporting period: 6/30/04 -------------------- ITEM 1. PROXY VOTING RECORD. Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote: (a) The name of the issuer of the portfolio security; ---------------------------------------------------------------------- (b) The exchange ticker symbol of the portfolio security; (c) The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security; ---------------------------------------------------------------------- (d) The shareholder meeting date; (e) A brief identification of the matter voted on; ---------------------------------------------------------------------- (f) Whether the matter was proposed by the issuer or by a security holder; (g) Whether the registrant cast its vote on the matter; ---------------------------------------------------------------------- (h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and (i) Whether the registrant cast its vote for or against management. ---------------------------------------------------------------------- ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-07915 Reporting Period: 07/01/2003 - 06/30/2004 Morgan Stanley Market Leader Trust ====================== MORGAN STANLEY MARKET LEADER TRUST ====================== 3M CO Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 11, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward A. Brennan For For Management 1.2 Elect Director Michael L. Eskew For For Management 1.3 Elect Director W. James McNerney, Jr. For For Management 1.4 Elect Director Kevin W. Sharer For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- ACCENTURE LTD BERMUDA Ticker: ACN Security ID: G1150G111 Meeting Date: FEB 5, 2004 Meeting Type: Annual Record Date: DEC 8, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Appoint Dennis F. Hightower, William L. For For Management Kimsey, Robert I. Lipp, and Wulf von Schimmelmann as Directors 2 Approve KPMG LLP as Independent Auditors For For Management and Authorize Board to Fix Their Remuneration 3 Transact Other Business (Non-Voting) None None Management - -------------------------------------------------------------------------------- ADOBE SYSTEMS INC. Ticker: ADBE Security ID: 00724F101 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 3, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael R. Cannon For For Management 1.2 Elect Director Bruce R. Chizen For For Management 1.3 Elect Director James E. Daley For For Management 1.4 Elect Director Charles M. Geschke For For Management 1.5 Elect Director Delbert W. Yocam For For Management 2 Amend Omnibus Stock Plan For For Management 3 Expense Stock Options Against For Shareholder 4 Adopt a Plocy that will Committ Against For Shareholder Executives to Hold a Significant Percentage of their Shares 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALLERGAN, INC. Ticker: AGN Security ID: 018490102 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Handel E. Evans For For Management 1.2 Elect Director Michael R. Gallagher For For Management 1.3 Elect Director Gavin S. Herbert For For Management 1.4 Elect Director Stephen J. Ryan For For Management 2 Ratify Auditors For For Management 3 Expense Stock Options Against For Shareholder 4 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elizabeth E. Bailey For For Management 1.2 Elect Director Mathis Cabiallavetta For For Management 1.3 Elect Director Louis C. Camilleri For For Management 1.4 Elect Director J. Dudley Fishburn For For Management 1.5 Elect Director Robert E. R. Huntley For For Management 1.6 Elect Director Thomas W. Jones For For Management 1.7 Elect Director Lucio A. Noto For For Management 1.8 Elect Director John S. Reed For For Management 1.9 Elect Director Carlos Slim Helu For For Management 1.10 Elect Director Stephen M. Wolf For For Management 2 Ratify Auditors For For Management 3 Report on Product Warnings for Pregnant Against Against Shareholder Women 4 Report on Health Risks Associated with Against Against Shareholder Cigarette Filters 5 Political Contributions/Activities Against Against Shareholder 6 Cease Use of Light and Ultra Light in Against Against Shareholder Cigarette Marketing 7 Place Canadian Style Warnings on Against Against Shareholder Cigarette Packaging 8 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- AMERICAN EXPRESS CO. Ticker: AXP Security ID: 025816109 Meeting Date: APR 26, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel F. Akerson For For Management 1.2 Elect Director Charlene Barshefsky For For Management 1.3 Elect Director William G. Bowen For For Management 1.4 Elect Director Ursula M. Burns For For Management 1.5 Elect Director Kenneth I. Chenault For For Management 1.6 Elect Director Peter R. Dolan For For Management 1.7 Elect Director Vernon E. Jordan, Jr. For For Management 1.8 Elect Director Jan Leschly For For Management 1.9 Elect Director Richard A. McGinn For For Management 1.10 Elect Director Edward D. Miller For For Management 1.11 Elect Director Frank P. Popoff For For Management 1.12 Elect Director Robert D. Walter For For Management 2 Ratify Auditors For For Management 3 Establish Term Limits for Directors Against Against Shareholder 4 Report on Political Against Against Shareholder Contributions/Activities - -------------------------------------------------------------------------------- ANALOG DEVICES, INC. Ticker: ADI Security ID: 032654105 Meeting Date: MAR 9, 2004 Meeting Type: Annual Record Date: JAN 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jerald G. Fishman For For Management 1.2 Elect Director F. Grant Saviers For For Management 2 Increase Authorized Common Stock For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ANHEUSER-BUSCH COMPANIES, INC. Ticker: BUD Security ID: 035229103 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director August A. Busch III For For Management 1.2 Elect Director Carlos Fernandez G. For For Management 1.3 Elect Director James R. Jones For For Management 1.4 Elect Director Andrew C. Taylor For For Management 1.5 Elect Director Douglas A. Warner III For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- APPLIED MATERIALS, INC. Ticker: AMAT Security ID: 038222105 Meeting Date: MAR 24, 2004 Meeting Type: Annual Record Date: JAN 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael H. Armacost For For Management 1.2 Elect Director Deborah A. Coleman For For Management 1.3 Elect Director Herbert M. Dwight, Jr. For For Management 1.4 Elect Director Philip V. Gerdine For For Management 1.5 Elect Director Paul R. Low For For Management 1.6 Elect Director Dan Maydan For For Management 1.7 Elect Director Steven L. Miller For For Management 1.8 Elect Director James C. Morgan For For Management 1.9 Elect Director Gerhard H. Parker For For Management 1.10 Elect Director Michael R. Splinter For For Management 2 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- BANK OF NEW YORK CO., INC., THE Ticker: BK Security ID: 064057102 Meeting Date: APR 13, 2004 Meeting Type: Annual Record Date: FEB 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank J. Biondi, Jr. For For Management 1.2 Elect Director Nicholas M. Donofrio For For Management 1.3 Elect Director Alan R. Griffith For For Management 1.4 Elect Director Gerald L. Hassell For For Management 1.5 Elect Director Richard J. Kogan For For Management 1.6 Elect Director Michael J. Kowalski For For Management 1.7 Elect Director John A. Luke, Jr. For For Management 1.8 Elect Director John C. Malone For For Management 1.9 Elect Director Paul Myners, CBE For For Management 1.10 Elect Director Robert C. Pozen For For Management 1.11 Elect Director Catherine A. Rein For For Management 1.12 Elect Director Thomas A. Renyi For For Management 1.13 Elect Director William C. Richardson For For Management 1.14 Elect Director Brian L. Roberts For For Management 1.15 Elect Director Samuel C. Scott III For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Report on Political Contributions Against Against Shareholder 5 Limit Executive Compensation Against Against Shareholder 6 Limit Composition of Committee to Against Against Shareholder Independent Directors 7 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- BJ SERVICES COMPANY Ticker: BJS Security ID: 055482103 Meeting Date: JAN 22, 2004 Meeting Type: Annual Record Date: DEC 5, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Don D. Jordan For For Management 1.2 Elect Director William H. White For For Management 2 Approve Omnibus Stock Plan For For Management 3 Report on Foreign Operations Risk Against Against Shareholder - -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB CO. Ticker: BMY Security ID: 110122108 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter R. Dolan For For Management 1.2 Elect Director Louis V. Gerstner, Jr. For For Management 1.3 Elect Director Leif Johansson For For Management 2 Ratify Auditors For For Management 3 Report on Political Against Against Shareholder Contributions/Activities 4 Cease Political Contributions/Activities Against Against Shareholder 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic 7 Require Affirmative Vote of a Majority of Against Against Shareholder the Shares to Elect Directors - -------------------------------------------------------------------------------- BROADCOM CORP. Ticker: BRCM Security ID: 111320107 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George L. Farinsky For For Management 1.2 Elect Director John Major For For Management 1.3 Elect Director Alan E. Ross For For Management 1.4 Elect Director Henry Samueli, Ph.D. For For Management 1.5 Elect Director Robert E. Switz For For Management 1.6 Elect Director Werner F. Wolfen For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CAPITAL ONE FINANCIAL CORP. Ticker: COF Security ID: 14040H105 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: FEB 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Ronald Dietz For For Management 1.2 Elect Director Lewis Hay, III For For Management 1.3 Elect Director Mayo A. Shattuck, III For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- CAREMARK RX, INC. Ticker: CMX Security ID: 141705103 Meeting Date: MAR 22, 2004 Meeting Type: Special Record Date: FEB 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management 2 Approve Issuance of Stock in Connection For For Management with Merger Agreement 3 Increase Authorized Preferred Stock For Against Management 4 Approve Omnibus Stock Plan For For Management 5 Allow Postponement or Adjournment of For Against Management Special Meeting - -------------------------------------------------------------------------------- CARNIVAL CORP. Ticker: CCL Security ID: 143658300 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: FEB 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Micky Arison For For Management 1.2 Elect Director Amb Richard G. Capen Jr For For Management 1.3 Elect Director Robert H. Dickinson For For Management 1.4 Elect Director Arnold W. Donald For For Management 1.5 Elect Director Pier Luigi Foschi For For Management 1.6 Elect Director Howard S. Frank For For Management 1.7 Elect Director Baroness Hogg For For Management 1.8 Elect Director A. Kirk Lanterman For For Management 1.9 Elect Director Modesto A. Maidique For For Management 1.10 Elect Director John P. Mcnulty For For Management 1.11 Elect Director Peter Ratcliffe For For Management 1.12 Elect Director Sir John Parker For For Management 1.13 Elect Director Stuart Subotnick For For Management 1.14 Elect Director Uzi Zucker For For Management 2 Ratify Auditors For For Management 3 TO AUTHORIZE THE AUDIT COMMITTEE OF For For Management CARNIVAL PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT AUDITORS. 4 TO RECEIVE THE ACCOUNTS AND REPORTS FOR For For Management CARNIVAL PLC FOR THE FINANCIAL PERIOD ENDED NOVEMBER 30, 2003. 5 TO APPROVE THE DIRECTORS REMUNERATION For For Management REPORT OF CARNIVAL PLC. 6 TO APPROVE LIMITS ON THE AUTHORITY TO For For Management ALLOT SHARES BY CARNIVAL PLC. 7 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS FOR CARNIVAL PLC SHARES. - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 11, 2003 Meeting Type: Annual Record Date: SEP 12, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director Larry R. Carter For For Management 1.3 Elect Director John T. Chambers For For Management 1.4 Elect Director Dr. James F. Gibbons For For Management 1.5 Elect Director Dr. John L. Hennessy For For Management 1.6 Elect Director Roderick C. McGeary For For Management 1.7 Elect Director James C. Morgan For For Management 1.8 Elect Director John P. Morgridge For For Management 1.9 Elect Director Donald T. Valentine For For Management 1.10 Elect Director Steven M. West For For Management 1.11 Elect Director Jerry Yang For For Management 2 Amend Employee Stock Purchase Plan For For Management 3 Ratify Auditors For For Management 4 Report on Company Products Used by the Against Against Shareholder Government to Monitor the Internet 5 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Michael Armstrong For For Management 1.2 Elect Director Alain J.P. Belda For For Management 1.3 Elect Director George David For For Management 1.4 Elect Director Kenneth T. Derr For For Management 1.5 Elect Director John M. Deutch For For Management 1.6 Elect Director Roberto Hernandez Ramirez For For Management 1.7 Elect Director Ann Dibble Jordan For For Management 1.8 Elect Director Dudley C. Mecum For For Management 1.9 Elect Director Richard D. Parsons For For Management 1.10 Elect Director Andrall E. Pearson For For Management 1.11 Elect Director Charles Prince For For Management 1.12 Elect Director Robert E. Rubin For For Management 1.13 Elect Director Franklin A. Thomas For For Management 1.14 Elect Director Sanford I. Weill For For Management 1.15 Elect Director Robert B. Willumstad For For Management 2 Ratify Auditors For For Management 3 Limit Executive Compensation Against Against Shareholder 4 Report on Political Against Against Shareholder Contributions/Activities 5 Prohibit Awards to Executives Against Against Shareholder 6 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- CLEAR CHANNEL COMMUNICATIONS, INC. Ticker: CCU Security ID: 184502102 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan D. Feld For Withhold Management 1.2 Elect Director Thomas O. Hicks For For Management 1.3 Elect Director Perry J. Lewis For For Management 1.4 Elect Director L. Lowry Mays For For Management 1.5 Elect Director Mark P. Mays For For Management 1.6 Elect Director Randall T. Mays For For Management 1.7 Elect Director B.J. Mccombs For For Management 1.8 Elect Director Phyllis B. Riggins For For Management 1.9 Elect Director Theordore H. Strauss For For Management 1.10 Elect Director J.C. Watts For For Management 1.11 Elect Director John H. Williams For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COCA-COLA COMPANY, THE Ticker: KO Security ID: 191216100 Meeting Date: APR 21, 2004 Meeting Type: Annual Record Date: FEB 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert A. Allen For For Management 1.2 Elect Director Ronald W. Allen For For Management 1.3 Elect Director Cathleen P. Black For For Management 1.4 Elect Director Warren E. Buffett For For Management 1.5 Elect Director Douglas N. Daft For For Management 1.6 Elect Director Barry Diller For For Management 1.7 Elect Director Donald R. Keough For For Management 1.8 Elect Director Susan Bennett King For For Management 1.9 Elect Director Maria Elena Lagomasino For For Management 1.10 Elect Director Donald F. Mchenry For For Management 1.11 Elect Director Robert L. Nardelli For For Management 1.12 Elect Director Sam Nunn For For Management 1.13 Elect Director J. Pedro Reinhard For For Management 1.14 Elect Director James D. Robinson III For For Management 1.15 Elect Director Peter V. Ueberroth For For Management 1.16 Elect Director James B. Williams For For Management 2 Ratify Auditors For For Management 3 Report on Operational Impact of HIV/AIDS For For Shareholder Pandemic 4 Report on Stock Option Distribution by Against Against Shareholder Race and Gender 5 Prohibit Awards to Executives Against Against Shareholder 6 Submit Executive Compensation to Vote Against Against Shareholder 7 Submit Executive Compensation to Vote Against Against Shareholder 8 Implement China Principles Against Against Shareholder 9 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- CONCORD EFS, INC. Ticker: CE Security ID: 206197105 Meeting Date: OCT 28, 2003 Meeting Type: Special Record Date: SEP 8, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management - -------------------------------------------------------------------------------- ELI LILLY AND CO. Ticker: LLY Security ID: 532457108 Meeting Date: APR 19, 2004 Meeting Type: Annual Record Date: FEB 13, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven C. Beering For For Management 1.2 Elect Director Winfried Bischoff For For Management 1.3 Elect Director Franklyn G. Prendergast For For Management 1.4 Elect Director Kathi P. Seifert For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Limit Executive Compensation Against Against Shareholder 5 Report on Drug Pricing Against Against Shareholder - -------------------------------------------------------------------------------- EMC CORP. Ticker: EMC Security ID: 268648102 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John R. Egan For For Management 1.2 Elect Director Michael C. Ruettgers For For Management 1.3 Elect Director David N. Strohm For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Employee Stock Purchase Plan For For Management 4 Ratify Auditors For For Management 5 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- EMERSON ELECTRIC CO. Ticker: EMR Security ID: 291011104 Meeting Date: FEB 3, 2004 Meeting Type: Annual Record Date: NOV 24, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Fernandez G. For For Management 1.2 Elect Director C.F. Knight For For Management 1.3 Elect Director G.A. Lodge For For Management 1.4 Elect Director R.L. Ridgway For For Management 1.5 Elect Director E.E. Whitacre, Jr. For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ESTEE LAUDER COMPANIES INC., THE Ticker: EL Security ID: 518439104 Meeting Date: NOV 5, 2003 Meeting Type: Annual Record Date: SEP 12, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Irvine O. Hockaday, Jr. For For Management 1.2 Elect Director Fred H. Langhammer For For Management 1.3 Elect Director Rose Marie Bravo For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James I. Cash, Jr. For For Management 1.2 Elect Director Dennis D. Dammerman For For Management 1.3 Elect Director Ann M. Fudge For For Management 1.4 Elect Director Claudio X. Gonzalez For Withhold Management 1.5 Elect Director Jeffrey R. Immelt For For Management 1.6 Elect Director Andrea Jung For For Management 1.7 Elect Director Alan G. Lafley For For Management 1.8 Elect Director Kenneth G. Langone For For Management 1.9 Elect Director Ralph S. Larsen For For Management 1.10 Elect Director Rochelle B. Lazarus For For Management 1.11 Elect Director Sam Nunn For For Management 1.12 Elect Director Roger S. Penske For For Management 1.13 Elect Director Robert J. Swieringa For For Management 1.14 Elect Director Douglas A. Warner III For For Management 1.15 Elect Director Robert C. Wright For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Provide for Cumulative Voting Against Against Shareholder 5 Eliminate Animal Testing Against Against Shareholder 6 Report on Nuclear Fuel Storage Risks Against Against Shareholder 7 Report on PCB Clean-up Against Against Shareholder 8 Report on Foreign Outsourcing Against Against Shareholder 9 Prepare Sustainability Report Against Against Shareholder 10 Limit Composition of Management Against Against Shareholder Development and Compensation Committee to Independent Directors 11 Report on Pay Disparity Against Against Shareholder 12 Limit Awards to Executives Against Against Shareholder 13 Limit Board Service for Other Companies Against For Shareholder 14 Separate Chairman and CEO Positions Against Against Shareholder 15 Hire Advisor/Maximize Shareholder Value Against Against Shareholder 16 Adopt a Retention Ratio for Executives Against Against Shareholder and Directors 17 Require 70% to 80% Independent Board Against Against Shareholder 18 Report on Political Against Against Shareholder Contributions/Activities - -------------------------------------------------------------------------------- GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: MAR 31, 2004 Meeting Type: Annual Record Date: FEB 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lloyd C. Blankfein For For Management 1.2 Elect Director Lord Browne Of Madingley For For Management 1.3 Elect Director Claes Dahlback For For Management 1.4 Elect Director James A. Johnson For For Management 1.5 Elect Director Lois D. Juliber For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors Against Against Shareholder - -------------------------------------------------------------------------------- GUIDANT CORP. Ticker: GDT Security ID: 401698105 Meeting Date: MAY 18, 2004 Meeting Type: Annual Record Date: MAR 11, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Maurice A. Cox, Jr. For For Management 1.2 Elect Director Nancy-Ann Min DeParle For For Management 1.3 Elect Director Ronald W. Dollens For For Management 1.4 Elect Director Enrique C. Falla For For Management 1.5 Elect Director Kristina M. Johnson, For For Management Ph.D. 2 Ratify Auditors For For Management 3 Expense Stock Options Against For Shareholder - -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Ticker: IBM Security ID: 459200101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cathleen Black For For Management 1.2 Elect Director Kenneth I. Chenault For For Management 1.3 Elect Director Carlos Ghosn For For Management 1.4 Elect Director Nannerl O. Keohane For For Management 1.5 Elect Director Charles F. Knight For For Management 1.6 Elect Director Lucio A. Noto For For Management 1.7 Elect Director Samuel J. Palmisano For For Management 1.8 Elect Director John B. Slaughter For For Management 1.9 Elect Director Joan E. Spero For For Management 1.10 Elect Director Sidney Taurel For For Management 1.11 Elect Director Charles M. Vest For For Management 1.12 Elect Director Lorenzo H. Zambrano For For Management 2 Ratify Auditors For For Management 3 Ratify Auditors for the Company's For For Management Business Consulting Services Unit 4 Approve Executive Incentive Bonus Plan For For Management 5 Provide for Cumulative Voting Against Against Shareholder 6 Amend Pension and Retirement Medical Against Against Shareholder Insurance Plans 7 Submit Executive Compensation to Vote Against Against Shareholder 8 Expense Stock Options Against Against Shareholder 9 Limit Awards to Executives Against Against Shareholder 10 China Principles Against Against Shareholder 11 Report on Political Against Against Shareholder Contributions/Activities 12 Report on Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- JABIL CIRCUIT, INC. Ticker: JBL Security ID: 466313103 Meeting Date: JAN 13, 2004 Meeting Type: Annual Record Date: NOV 14, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William D. Morean For For Management 1.2 Elect Director Thomas A. Sansone For For Management 1.3 Elect Director Timothy L. Main For For Management 1.4 Elect Director Lawrence J. Murphy For For Management 1.5 Elect Director Mel S. Lavitt For For Management 1.6 Elect Director Steven A. Raymund For For Management 1.7 Elect Director Frank A. Newman For For Management 1.8 Elect Director Laurence S. Grafstein For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: FEB 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gerard N. Burrow For For Management 1.2 Elect Director Mary S. Coleman For For Management 1.3 Elect Director James G. Cullen For For Management 1.4 Elect Director Robert J. Darretta For For Management 1.5 Elect Director M. Judah Folkman For For Management 1.6 Elect Director Ann D. Jordan For For Management 1.7 Elect Director Arnold G. Langbo For For Management 1.8 Elect Director Susan L. Lindquist For For Management 1.9 Elect Director Leo F. Mullin For For Management 1.10 Elect Director Steven S Reinemund For For Management 1.11 Elect Director David Satcher For For Management 1.12 Elect Director Henry B. Schacht For For Management 1.13 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Cease Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- JUNIPER NETWORKS, INC. Ticker: JNPR Security ID: 48203R104 Meeting Date: APR 16, 2004 Meeting Type: Special Record Date: MAR 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with an For For Management Acquisition - -------------------------------------------------------------------------------- KIMBERLY-CLARK CORP. Ticker: KMB Security ID: 494368103 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pastora San Juan Cafferty For Withhold Management 1.2 Elect Director Claudio X. Gonzalez For Withhold Management 1.3 Elect Director Linda Johnson Rice For Withhold Management 1.4 Elect Director Marc J. Shapiro For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- KOHL'S CORP. Ticker: KSS Security ID: 500255104 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 3, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Wayne Embry For For Management 1.2 Elect Director John F. Herma For Withhold Management 1.3 Elect Director R. Lawrence Montgomery For Withhold Management 1.4 Elect Director Frank V. Sica For For Management 2 Ratify Auditors For For Management 3 Performance-Based Stock/Indexed Options Against Against Shareholder 4 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- LEHMAN BROTHERS HOLDINGS INC. Ticker: LEH Security ID: 524908100 Meeting Date: APR 2, 2004 Meeting Type: Annual Record Date: FEB 13, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roger S. Berlind For For Management 1.2 Elect Director Marsha Johnson Evans For For Management 1.3 Elect Director Sir Christopher Gent For For Management 1.4 Elect Director Dina Merrill For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MARVELL TECHNOLOGY GROUP LTD Ticker: MRVL Security ID: G5876H105 Meeting Date: MAY 28, 2004 Meeting Type: Annual Record Date: APR 14, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Paul M. Cioffi as Director For For Management 1.2 Elect Paul R. Gray as Director For For Management 1.3 Elect Douglas King as Director For For Management 2 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors 3 Authorize Board to Fix Remuneration of For For Management the Auditors 4 Approve Increase in Authorized Share For For Management Capital of 250 Million Shares to Reflect Bonus Issue and Related Stock Split 5 Transact Other Business (Non-Voting) None None Management - -------------------------------------------------------------------------------- MARVELL TECHNOLOGY GROUP LTD Ticker: MRVL Security ID: G5876H105 Meeting Date: MAY 28, 2004 Meeting Type: Annual Record Date: APR 14, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dr. John M. Cioffi, Phd For For Management 1.2 Elect Director Dr. Paul R. Gray, Ph.D. For For Management 1.3 Elect Director Douglas King For For Management 2 Ratify Auditors For For Management 3 TO AUTHORIZE THE BOARD OF DIRECTORS TO For For Management FIX THE AUDITORS REMUNERATION FOR THE 2005 FISCAL YEAR ENDING JANUARY 29, 2005. 4 TO APPROVE AN INCREASE TO THE COMPANY S For For Management AUTHORIZED SHARE CAPITAL. - -------------------------------------------------------------------------------- MERCURY INTERACTIVE CORP. Ticker: MERQ Security ID: 589405109 Meeting Date: DEC 10, 2003 Meeting Type: Special Record Date: OCT 31, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Stock Option Plan For For Management 2 Amend Employee Stock Purchase Plan For For Management - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 11, 2003 Meeting Type: Annual Record Date: SEP 12, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates, III For For Management 1.2 Elect Director Steven A. Ballmer For For Management 1.3 Elect Director James I. Cash, Jr., Ph.D. For For Management 1.4 Elect Director Raymond V. Gilmartin For For Management 1.5 Elect Director Ann McLaughlin Korologos For For Management 1.6 Elect Director David F. Marquardt For For Management 1.7 Elect Director Charles H. Noski For For Management 1.8 Elect Director Dr. Helmut Panke For For Management 1.9 Elect Director Wm. G. Reed, Jr. For For Management 1.10 Elect Director Jon A. Shirley For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Stock Option For For Management Plan 4 Refrain from Giving Charitable Against Against Shareholder Contributions - -------------------------------------------------------------------------------- NOVELL, INC. Ticker: NOVL Security ID: 670006105 Meeting Date: APR 15, 2004 Meeting Type: Annual Record Date: FEB 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Albert Aiello For For Management 1.2 Elect Director Fred Corrado For For Management 1.3 Elect Director Richard L. Crandall For For Management 1.4 Elect Director Wayne Mackie For For Management 1.5 Elect Director Claudia B. Malone For For Management 1.6 Elect Director Jack L. Messman For For Management 1.7 Elect Director Richard L. Nolan For For Management 1.8 Elect Director Thomas G. Plaskett For For Management 1.9 Elect Director John W. Poduska, Sr. For For Management 1.10 Elect Director James D. Robinson, III For For Management 1.11 Elect Director Kathy Brittain White For For Management 2 Expense Stock Options Against For Shareholder 3 Performance-Based/Indexed Options Against For Shareholder 4 Prohibit Auditor from Providing Non-Audit Against Against Shareholder Services - -------------------------------------------------------------------------------- ORACLE CORP. Ticker: ORCL Security ID: 68389X105 Meeting Date: OCT 13, 2003 Meeting Type: Annual Record Date: AUG 21, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lawrence J. Ellison For For Management 1.2 Elect Director Donald L. Lucas For For Management 1.3 Elect Director Michael J. Boskin For For Management 1.4 Elect Director Jeffrey O. Henley For For Management 1.5 Elect Director Jack F. Kemp For For Management 1.6 Elect Director Jeffrey Berg For For Management 1.7 Elect Director Safra Catz For For Management 1.8 Elect Director Hector Garcia-Molina For For Management 1.9 Elect Director Joseph A. Grundfest For For Management 1.10 Elect Director H. Raymond Bingham For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Amend Non-Employee Director Omnibus Stock For For Management Plan 5 Implement China Principles Against Against Shareholder - -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Akers For For Management 1.2 Elect Director Robert E. Allen For For Management 1.3 Elect Director Ray L. Hunt For For Management 1.4 Elect Director Arthur C. Martinez For For Management 1.5 Elect Director Indra K. Nooyi For For Management 1.6 Elect Director Franklin D. Raines For For Management 1.7 Elect Director Steven S. Reinemund For For Management 1.8 Elect Director Sharon Percy Rockefeller For For Management 1.9 Elect Director James J. Schiro For For Management 1.10 Elect Director Franklin A. Thomas For For Management 1.11 Elect Director Cynthia M. Trudell For For Management 1.12 Elect Director Solomon D. Trujillo For For Management 1.13 Elect Director Daniel Vasella For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Report on Political Against Against Shareholder Contributions/Activities 5 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael S. Brown For For Management 1.2 Elect Director M. Anthony Burns For For Management 1.3 Elect Director Robert N. Burt For For Management 1.4 Elect Director W. Don Cornwell For For Management 1.5 Elect Director William H. Gray III For For Management 1.6 Elect Director Constance J. Horner For For Management 1.7 Elect Director William R. Howell For For Management 1.8 Elect Director Stanley O. Ikenberry For For Management 1.9 Elect Director George A. Lorch For For Management 1.10 Elect Director Henry A. Mckinnell For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director Franklin D. Raines For For Management 1.13 Elect Director Ruth J. Simmons For For Management 1.14 Elect Director William C. Steere, Jr. For For Management 1.15 Elect Director Jean-Paul Valles For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic 5 Cease Political Contributions/Activities Against Against Shareholder 6 Report on Political Against Against Shareholder Contributions/Activities 7 Establish Term Limits for Directors Against Against Shareholder 8 Report on Drug Pricing Against Against Shareholder 9 Limit Awards to Executives Against Against Shareholder 10 Amend Animal Testing Policy Against Against Shareholder - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 14, 2003 Meeting Type: Annual Record Date: AUG 1, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Norman R. Augustine For For Management 1.2 Elect Director A.G. Lafley For For Management 1.3 Elect Director Johnathan A. Rodgers For For Management 1.4 Elect Director John F. Smith, Jr. For For Management 1.5 Elect Director Margaret C. Whitman For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Omnibus For For Management Stock Plan 4 Declassify the Board of Directors Against Against Shareholder 5 Label Genetically Engineered Foods Against Against Shareholder - -------------------------------------------------------------------------------- QUALCOMM INC. Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 2, 2004 Meeting Type: Annual Record Date: JAN 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Adelia A. Coffman For Withhold Management 1.2 Elect Director Raymond V. Dittamore For For Management 1.3 Elect Director Irwin Mark Jacobs For For Management 1.4 Elect Director Richard Sulpizio For For Management 2 Amend Stock Option Plan For For Management 3 Ratify Auditors For For Management 4 Declassify the Board of Directors Against Against Shareholder - -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INC. Ticker: TXN Security ID: 882508104 Meeting Date: APR 15, 2004 Meeting Type: Annual Record Date: FEB 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Adams For For Management 1.2 Elect Director David L. Boren For For Management 1.3 Elect Director Daniel A. Carp For For Management 1.4 Elect Director Thomas J. Engibous For For Management 1.5 Elect Director Gerald W. Fronterhouse For For Management 1.6 Elect Director David R. Goode For For Management 1.7 Elect Director Wayne R. Sanders For For Management 1.8 Elect Director Ruth J. Simmons For For Management 1.9 Elect Director Richard K. Templeton For For Management 1.10 Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Expense Stock Options Against For Shareholder - -------------------------------------------------------------------------------- UNITED PARCEL SERVICE, INC. Ticker: UPS Security ID: 911312106 Meeting Date: MAY 6, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Calvin Darden For For Management 1.2 Elect Director Michael L. Eskew For For Management 1.3 Elect Director James P. Kelly For For Management 1.4 Elect Director Ann M. Livermore For For Management 1.5 Elect Director Gary E. MacDougal For For Management 1.6 Elect Director Victor A. Pelson For For Management 1.7 Elect Director Lea N. Soupata For For Management 1.8 Elect Director Robert M. Teeter For For Management 1.9 Elect Director John W. Thompson For For Management 1.10 Elect Director Carol B. Tome For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORP. Ticker: UTX Security ID: 913017109 Meeting Date: APR 14, 2004 Meeting Type: Annual Record Date: FEB 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Betsy J. Bernard For For Management 1.2 Elect Director George David For For Management 1.3 Elect Director Jean-Pierre Garnier For For Management 1.4 Elect Director Jamie S. Gorelick For For Management 1.5 Elect Director Charles R. Lee For For Management 1.6 Elect Director Richard D. McCormick For For Management 1.7 Elect Director Harold McGraw III For For Management 1.8 Elect Director Frank P. Popoff For For Management 1.9 Elect Director H. Patrick Swygert For For Management 1.10 Elect Director Andre Villeneuve For For Management 1.11 Elect Director H. A. Wagner For For Management 1.12 Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Disclosure of Executive Compensation Against Against Shareholder 4 Develop Ethical Criteria for Military Against Against Shareholder Contracts 5 Performance-Based/Indexed Options Against Against Shareholder 6 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- WALGREEN CO. Ticker: WAG Security ID: 931422109 Meeting Date: JAN 14, 2004 Meeting Type: Annual Record Date: NOV 17, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David W. Bernauer For For Management 1.2 Elect Director William C. Foote For For Management 1.3 Elect Director James J. Howard For For Management 1.4 Elect Director Alan G. McNally For For Management 1.5 Elect Director Cordell Reed For For Management 1.6 Elect Director Jeffrey A. Rein For For Management 1.7 Elect Director David Y. Schwartz For For Management 1.8 Elect Director John B. Schwemm For For Management 1.9 Elect Director Marilou M. von Ferstel For For Management 1.10 Elect Director Charles R. Walgreen III For For Management 2 Approve Non-Employee Director Omnibus For For Management Stock Plan - -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.A. Blanchard III For For Management 1.2 Elect Director Susan E. Engel For For Management 1.3 Elect Director Enrique Hernandez, Jr. For For Management 1.4 Elect Director Robert L. Joss For For Management 1.5 Elect Director Reatha Clark King For For Management 1.6 Elect Director Richard M. Kovacevich For For Management 1.7 Elect Director Richard D. McCormick For For Management 1.8 Elect Director Cynthia H. Milligan For For Management 1.9 Elect Director Philip J. Quigley For For Management 1.10 Elect Director Donald B. Rice For For Management 1.11 Elect Director Judith M. Runstad For For Management 1.12 Elect Director Stephen W. Sanger For For Management 1.13 Elect Director Susan G. Swenson For For Management 1.14 Elect Director Michael W. Wright For For Management 2 Approve Retirement Plan For For Management 3 Ratify Auditors For For Management 4 Expense Stock Options Against For Shareholder 5 Limit Executive Compensation Against Against Shareholder 6 Link Executive Compensation to Social Against Against Shareholder Issues 7 Report on Political Against Against Shareholder Contributions/Activities 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) Morgan Stanley Market Leader Trust ------------------------------------------------------------------- By (Signature and Title)* /s/ Ronald E. Robison Principal Executive Officer ----------------------------------------------------- Date August 27, 2004 ------------------------------------------------------------------------- *Print the name and title of each signing officer under his or her signature. 2 - --------------------------------------------------------------------------------
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N-PX Filing
Morgan Stanley Market Leader Trust Inactive N-PXAnnual report of proxy voting record
Filed: 27 Aug 04, 12:00am