UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER: 811-1776
NAME OF REGISTRANT: VANGUARD WELLESLEY INCOME FUND
ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA
NAME AND ADDRESS OF AGENT FOR SERVICE: R. GREGORY BARTON
PO BOX 876
VALLEY FORGE, PA 19482
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610)
DATE OF FISCAL YEAR END: September 30, 2003
DATE OF REPORTING PERIOD: JULY 1, 2003 - JUNE 30,
Fund VANGUARD WELLESLEY INCOME FUND
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Issuer: ALCOA INC.
Ticker: AA CUSIP: 013817101
Meeting Date 4/30/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: ALAIN J.P. BELDA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANKLIN A. THOMAS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CARLOS GHOSN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HENRY B. SCHACHT ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO APPROVE THE 2004 ALCOA STOCK ISSUER YES FOR FOR
INCENTIVE PLAN.
PROPOSAL #3A: SHAREHOLDER PROPOSAL RELATING TO PAY SHAREHOLDER YES AGAINST FOR
DISPARITY
PROPOSAL #3B: SHAREHOLDER PROPOSAL RELATING TO CHANGE IN SHAREHOLDER YES AGAINST FOR
CONTROL SEVERANCE PLAN
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Issuer: ALTRIA GROUP, INC.
Ticker: MO CUSIP: 02209S103
Meeting Date 4/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: J. DUDLEY FISHBURN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LOUIS C. CAMILLERI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT E. R. HUNTLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS W. JONES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN S. REED ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN M. WOLF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LUCIO A. NOTO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELIZABETH E. BAILEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CARLOS SLIM HELU ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS
PROPOSAL #03: STOCKHOLDER PROPOSAL NO. 1 SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #04: STOCKHOLDER PROPOSAL NO. 2 SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: STOCKHOLDER PROPOSAL NO. 3 SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: STOCKHOLDER PROPOSAL NO. 4 SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: STOCKHOLDER PROPOSAL NO. 5 SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #08: STOCKHOLDER PROPOSAL NO. 6 SHAREHOLDER YES AGAINST FOR
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Issuer: BANK OF AMERICA CORPORATION
Ticker: BAC CUSIP: 060505104
Meeting Date 3/17/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #01: ADOPTION OF THE MERGER AGREEMENT ISSUER YES FOR FOR
PROPOSAL #02: ADOPTION OF BANK OF AMERICA'S AMENDED STOCK ISSUER YES FOR FOR
PLAN
PROPOSAL #03: ADOPTION OF AN AMENDMENT TO INCREASE THE ISSUER YES FOR FOR
NUMBER OF AUTHORIZED SHARES OF BANK OF AMERICA COMMON
STOCK
PROPOSAL #04: APPROVAL OF PROPOSAL TO ADJOURN THE BANK OF ISSUER YES FOR FOR
AMERICA SPECIAL MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES
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Issuer: BANK OF AMERICA CORPORATION
Ticker: BAC CUSIP: 060505104
Meeting Date 5/26/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: C. STEVEN MCMILLAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL FULTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES K. GIFFORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES H. HANCE, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD E. GUINN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM BARNET, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH D. LEWIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WALTER E. MASSEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES W. COKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN T. COLLINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY L. COUNTRYMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICIA E. MITCHELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EUGENE M. MCQUADE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: O. TEMPLE SLOAN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD L. ROMERO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS J. MAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MEREDITH R. SPANGLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACKIE M. WARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS M. RYAN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT PUBLIC ISSUER YES FOR FOR
ACCOUNTANTS
PROPOSAL #03: STOCKHOLDER PROPOSAL - ANNUAL MEETING DATE SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: STOCKHOLDER PROPOSAL - NOMINATION OF SHAREHOLDER YES AGAINST FOR
DIRECTORS
PROPOSAL #05: STOCKHOLDER PROPOSAL - CHARITABLE SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS
PROPOSAL #06: STOCKHOLDER PROPOSAL - MUTUAL FUND TRADING SHAREHOLDER YES AGAINST FOR
POLICIES
PROPOSAL #07: STOCKHOLDER PROPOSAL - PRIVACY AND SHAREHOLDER YES ABSTAIN AGAINST
INFORMATION SECURITY
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Issuer: BAXTER INTERNATIONAL INC.
Ticker: BAX CUSIP: 071813109
Meeting Date 5/4/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: GAIL D. FOSLER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JOHN D. FORSYTH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CAROLE J. UHRICH ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS ISSUER YES AGAINST AGAINST
PROPOSAL #03: PROPOSAL RELATING TO CUMULATIVE VOTING IN SHAREHOLDER YES AGAINST FOR
THE ELECTION OF DIRECTORS
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Issuer: BELLSOUTH CORPORATION
Ticker: BLS CUSIP: 079860102
Meeting Date 4/26/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: JAMES H. BLANCHARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LEO F. MULLIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARMANDO M. CODINA ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE INDEPENDENT AUDITOR ISSUER YES FOR FOR
PROPOSAL #03: APPROVE AMENDMENT TO ELECT DIRECTORS ISSUER YES FOR FOR
ANNUALLY
PROPOSAL #04: APPROVE THE STOCK AND INCENTIVE ISSUER YES FOR FOR
COMPENSATION PLAN
PROPOSAL #05: SHAREHOLDER PROPOSAL RE: EXECUTIVE SHAREHOLDER YES AGAINST FOR
COMPENSATION
PROPOSAL #06: SHAREHOLDER PROPOSAL RE: CEO COMPENSATION SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: SHAREHOLDER PROPOSAL RE: DISCLOSURE OF SHAREHOLDER YES ABSTAIN AGAINST
POLITICAL CONTRIBUTIONS
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Issuer: BP P.L.C.
Ticker: BP CUSIP: 055622104
Meeting Date 4/15/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: SIR IAN PROSSER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MR R L OLVER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SIR ROBIN NICHOLSON ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: DR B E GROTE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LORD BROWNE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR H M P MILES ISSUER YES WITHHOLD AGAINST
PROPOSAL #07: TO ELECT MR A BURGMANS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #08: TO REAPPOINT ERNST & YOUNG LLP AS AUDITORS ISSUER YES AGAINST AGAINST
PROPOSAL #09: TO AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR FOR
COMPANY
PROPOSAL #10: TO GIVE AUTHORITY TO ALLOT SHARES UP TO A ISSUER YES FOR FOR
SPECIFIED AMOUNT
PROPOSAL #11: SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ISSUER YES FOR FOR
ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING
AN OFFER TO SHAREHOLDERS
PROPOSAL #12: SPECIAL RESOLUTION: TO GIVE LIMITED ISSUER YES FOR FOR
AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE
COMPANY
PROPOSAL #13: TO AUTHORISE THE USE OF TREASURY SHARES FOR ISSUER YES FOR FOR
EMPLOYEE SHARE SCHEMES
PROPOSAL #14: TO APPROVE THE DIRECTORS REMUNERATION ISSUER YES ABSTAIN AGAINST
REPORT
PROPOSAL #15: TO DETERMINE THE LIMIT FOR THE AGGREGATE ISSUER YES FOR FOR
REMUNERATION OF THE NON-EXECUTIVE DIRECTORS
PROPOSAL #16: TO RECEIVE THE DIRECTORS ANNUAL REPORT AND ISSUER YES FOR FOR
THE ACCOUNTS
PROPOSAL #17: SPECIAL SHAREHOLDER RESOLUTION: TO INSTRUCT SHAREHOLDER YES ABSTAIN AGAINST
THE COMPANY TO PREPARE A REPORT MAKING CERTAIN
DISCLOSURES ON MATTERS OF CONTROL AND RISK IN PROTECTED
AND SENSITIVE AREAS
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Issuer: CATERPILLAR INC.
Ticker: CAT CUSIP: 149123101
Meeting Date 4/14/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: JUAN GALLARDO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM A. OSBORN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD B. RUST, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GORDON R. PARKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN T. DILLON ISSUER YES FOR FOR
PROPOSAL #02: AMEND OPTION PLAN ISSUER YES FOR FOR
PROPOSAL #03: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #04: STOCKHOLDER PROPOSAL - RIGHTS PLAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: STOCKHOLDER PROPOSAL - SALE OF EQUIPMENT TO SHAREHOLDER YES ABSTAIN AGAINST
ISRAEL
PROPOSAL #06: STOCKHOLDER PROPOSAL - HIV/AIDS SHAREHOLDER YES ABSTAIN AGAINST
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Issuer: CHEVRONTEXACO CORPORATION
Ticker: CVX CUSIP: 166764100
Meeting Date 4/28/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: J.B. JOHNSTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.G. JENIFER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.A. HILLS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. GINN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.E. DENHAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.J. ROBERTSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. NUNN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.R. SHOEMATE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.J. O'REILLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. WARE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.J. EATON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.H. ARMACOST ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT ACCOUNTANTS ISSUER YES FOR FOR
PROPOSAL #03: SHOW SUPPORT FOR THE STOCKHOLDER RIGHTS ISSUER YES FOR FOR
PLAN POLICY
PROPOSAL #04: APPROVAL OF THE LONG-TERM INCENTIVE PLAN ISSUER YES FOR FOR
PROPOSAL #05: HIV/AIDS, TUBERCULOSIS, AND MALARIA SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: POLITICAL DISCLOSURE SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: DIRECTOR ELECTION VOTE THRESHOLD SHAREHOLDER YES AGAINST FOR
PROPOSAL #08: REPORT ON ECUADOR SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #09: RENEWABLE ENERGY SHAREHOLDER YES ABSTAIN AGAINST
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Issuer: CHUBB CORPORATION
Ticker: CB CUSIP: 171232101
Meeting Date 4/27/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: JAMES M. CORNELIUS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SIR DAVID G SCHOLEY CBE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAYMOND G.H. SEITZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID H. HOAG ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: SHEILA P. BURKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES I. CASH, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOEL J. COHEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ZOE BAIRD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KLAUS J. MANGOLD ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: LAWRENCE M. SMALL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: DANIEL E. SOMERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JAMES M. ZIMMERMAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ALFRED W. ZOLLAR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN D. FINNEGAN ISSUER YES FOR FOR
PROPOSAL #02: APPROVE THE ADOPTION OF THE CHUBB ISSUER YES AGAINST AGAINST
CORPORATION LONG-TERM STOCK INCENTIVE PLAN (2004)
PROPOSAL #03: APPROVE THE ADOPTION OF THE CHUBB ISSUER YES AGAINST AGAINST
CORPORATION LONG-TERM STOCK INCENTIVE PLAN FOR
NON-EMPLOYEE DIRECTORS (2004)
PROPOSAL #04: RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP ISSUER YES FOR FOR
AS INDEPENDENT AUDITORS FOR 2004
PROPOSAL #05: SHAREHOLDER PROPOSAL SHAREHOLDER YES ABSTAIN AGAINST
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Issuer: CITIGROUP INC.
Ticker: C CUSIP: 172967101
Meeting Date 4/20/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: DUDLEY C. MECUM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT E. RUBIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANKLIN A. THOMAS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN M. DEUTCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SANFORD I. WEILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAIN J.P. BELDA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES PRINCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE DAVID ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD D. PARSONS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. HERNANDEZ RAMIREZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT B. WILLUMSTAD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANN DIBBLE JORDAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANDRALL E. PEARSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH T. DERR ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF KPMG ISSUER YES FOR FOR
LLP AS CITIGROUP'S INDEPENDENT AUDITORS FOR 2004.
PROPOSAL #03: STOCKHOLDER PROPOSAL REQUESTING A CURB ON SHAREHOLDER YES AGAINST FOR
EXECUTIVE COMPENSATION, NO FUTURE STOCK OPTION GRANTS AND
NO RENEWALS OR EXTENSIONS OF OPTION PLANS.
PROPOSAL #04: STOCKHOLDER PROPOSAL REQUESTING A REPORT ON SHAREHOLDER YES ABSTAIN AGAINST
POLITICAL CONTRIBUTIONS.
PROPOSAL #05: STOCKHOLDER PROPOSAL REQUESTING A SHAREHOLDER YES AGAINST FOR
DISCONTINUATION OF ALL RIGHTS, OPTIONS, SAR'S AND
POSSIBLE SEVERANCE PAYMENTS TO THE TOP 5 OF MANAGEMENT.
PROPOSAL #06: STOCKHOLDER PROPOSAL REQUESTING THAT THE SHAREHOLDER YES AGAINST FOR
CHAIRMAN OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES
OR RESPONSIBILITIES.
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Issuer: CONOCOPHILLIPS
Ticker: COP CUSIP: 20825C104
Meeting Date 5/5/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: WILLIAM R. RHODES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. STAPLETON ROY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID L. BOREN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RUTH R. HARKIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR
AUDITORS
PROPOSAL #03: AUTHORIZE THE 2004 OMNIBUS STOCK AND ISSUER YES FOR FOR
PERFORMANCE INCENTIVE PLAN
PROPOSAL #04: OFFICER & DIRECTOR COMPENSATION SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: COMMONSENSE EXECUTIVE COMPENSATION SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: ANWR DRILLING SHAREHOLDER YES ABSTAIN AGAINST
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Issuer: DOMINION RESOURCES, INC.
Ticker: D CUSIP: 25746U109
Meeting Date 4/23/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: ROBERT H. SPILMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD J. CALISE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT S. JEPSON, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN W. HARRIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOS. E. CAPPS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE A. DAVIDSON, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BENJAMIN J. LAMBERT III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID A. WOLLARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD L. LEATHERWOOD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARGARET A. MCKENNA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH A. RANDALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER W. BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. DALLAS SIMMONS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SUSAN B. ALLEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK S. ROYAL ISSUER YES FOR FOR
PROPOSAL #02: RETENTION OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #03: SHAREHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR
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Issuer: E. I. DU PONT DE NEMOURS AND COMPANY
Ticker: DD CUSIP: 263534109
Meeting Date 4/28/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: L.D. JULIBER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.O. HOLLIDAY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.C. HOPKINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.R. SHARP, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.M. VEST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.T. DILLON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.J. CRAWFORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.H. BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. NAITOH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.K. REILLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.J.P. BELDA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.C. DUEMLING ISSUER YES FOR FOR
PROPOSAL #02: ON RATIFICATION OF ACCOUNTANTS ISSUER YES FOR FOR
PROPOSAL #03: ON GOVERNMENT SERVICE SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #04: ON INTERNATIONAL WORKPLACE STANDARDS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: ON EXECUTIVE COMPENSATION SHAREHOLDER YES AGAINST FOR
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Issuer: EMERSON ELECTRIC CO.
Ticker: EMR CUSIP: 291011104
Meeting Date 2/3/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: E.E. WHITACRE, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.L. RIDGWAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G.A. LODGE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.F. KNIGHT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. FERNANDEZ G. ISSUER YES FOR FOR
PROPOSAL #02: RE-APPROVAL OF PERFORMANCE MEASURES UNDER ISSUER YES FOR FOR
THE EMERSON ELECTRIC CO. 1997 INCENTIVE SHARES PLAN
PROPOSAL #03: RATIFICATION OF INDEPENDENT AUDITORS ISSUER YES FOR FOR
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Issuer: EXELON CORPORATION
Ticker: EXC CUSIP: 30161N101
Meeting Date 4/27/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: EDGAR D. JANNOTTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NICHOLAS DEBENEDICTIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G. FRED DIBONA, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SUE L. GIN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT ACCOUNTANTS ISSUER YES FOR FOR
PROPOSAL #03: APPROVAL OF ANNUAL INCENTIVE PLAN FOR ISSUER YES FOR FOR
SENIOR EXECUTIVES
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Issuer: EXXON MOBIL CORPORATION
Ticker: XOM CUSIP: 30231G102
Meeting Date 5/26/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: M.C. NELSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.J. BOSKIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.J. LONGWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.W. TILLERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. HOUGHTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.A. MCKINNELL, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.R. HOWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.C. KING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.R. RAYMOND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.E. LIPPINCOTT ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS (PAGE ISSUER YES FOR FOR
27).
PROPOSAL #03: APPROVAL OF 2004 NON-EMPLOYEE DIRECTOR ISSUER YES FOR FOR
RESTRICTED STOCK PLAN (PAGE 28).
PROPOSAL #04: POLITICAL CONTRIBUTIONS (PAGE 30). SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: POLITICAL CONTRIBUTIONS REPORT (PAGE 32). SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: MEDIA RESPONSE ON EQUATORIAL GUINEA (PAGE SHAREHOLDER YES ABSTAIN AGAINST
34).
PROPOSAL #07: BOARD CHAIRMAN AND CEO (PAGE 37). SHAREHOLDER YES AGAINST FOR
PROPOSAL #08: EXECUTIVE COMPENSATION (PAGE 39). SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: EQUITY COMPENSATION REPORT (PAGE 40). SHAREHOLDER YES AGAINST FOR
PROPOSAL #10: AMENDMENT OF EEO POLICY (PAGE 42). SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #11: CLIMATE SCIENCE REPORT (PAGE 44). SHAREHOLDER YES ABSTAIN AGAINST
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Issuer: FANNIE MAE
Ticker: FNM CUSIP: 313586109
Meeting Date 5/25/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: K.M. DUBERSTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.D. RAINES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L. RAHL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.V. MALEK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.K. PICKETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.B. ASHLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.B. MARRON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.P. GERRITY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.H. MUDD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.P. SWYGERT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.M. MULCAHY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A. KOROLOGOS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T. HOWARD ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #03: APPROVAL OF AN AMENDMENT TO THE FANNIE MAE ISSUER YES FOR FOR
EMPLOYEE STOCK PURCHASE PLAN
PROPOSAL #04: STOCKHOLDER PROPOSAL TO REINSTATE SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING
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Issuer: FPL GROUP, INC.
Ticker: FPL CUSIP: 302571104
Meeting Date 5/21/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: FRANK G. ZARB ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES L. CAMAREN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT M. BEALL, II ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FREDERIC V. MALEK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. HYATT BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL R. TREGURTHA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SHERRY S. BARRAT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. JESSE ARNELLE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL H. THAMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LEWIS HAY III ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF DELOITTE ISSUER YES FOR FOR
& TOUCHE LLP AS AUDITORS.
PROPOSAL #03: APPROVAL OF THE AMENDED AND RESTATED LONG ISSUER YES FOR FOR
TERM INCENTIVE PLAN, IN AN AMENDED FORM.
PROPOSAL #04: APPROVAL OF THE ANNUAL INCENTIVE PLAN AS ISSUER YES FOR FOR
REQUIRED BY THE INTERNAL REVENUE CODE.
PROPOSAL #05: APPROVAL OF THE PERFORMANCE-BASED AWARDS ISSUER YES FOR FOR
PROVISIONS OF THE AMENDED AND RESTATED LONG TERM
INCENTIVE PLAN AS REQUIRED BY THE INTERNAL REVENUE CODE.
PROPOSAL #06: APPROVAL OF AN AMENDMENT TO THE RESTATED ISSUER YES FOR FOR
ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK.
- ----------------------------------------------------------------------------------------------------
Issuer: GENERAL MILLS, INC.
Ticker: GIS CUSIP: 370334104
Meeting Date 9/22/2003 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: DOROTHY A. TERRELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LIVIO D. DESIMONE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: STEPHEN R. DEMERITT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN M. KEENAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM T. ESREY ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RAYMOND G. VIAULT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HEIDI G. MILLER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JUDITH R. HOPE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT L. JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN W. SANGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL S. WALSH ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: A. MICHAEL SPENCE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: H. OCHOA-BRILLEMBOURG ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITOR.
PROPOSAL #03: ADOPTION OF THE GENERAL MILLS, INC. 2003 ISSUER YES AGAINST AGAINST
STOCK COMPENSATION PLAN.
- ----------------------------------------------------------------------------------------------------
Issuer: GENERAL MOTORS CORPORATION
Ticker: GM CUSIP: 370442105
Meeting Date 6/2/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: G.M.C. FISHER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: G.R. WAGONER, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E. PFEIFFER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.S. O'NEAL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.A. LASKAWY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.G. LAFLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.H. BRYAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: A.M. CODINA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K. KRESA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.N. BARNEVIK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K. KATEN ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: RATIFY SELECTION OF INDEPENDENT ACCOUNTANTS ISSUER YES FOR FOR
PROPOSAL #03: ELIMINATE AWARDING, REPRICING, OR RENEWING SHAREHOLDER YES AGAINST FOR
STOCK OPTIONS
PROPOSAL #04: ELIMINATE OPTIONS, SARS, AND SEVERANCE SHAREHOLDER YES AGAINST FOR
PAYMENTS
PROPOSAL #05: REQUIRE AN INDEPENDENT CHAIRMAN SEPARATE SHAREHOLDER YES AGAINST FOR
FROM CHIEF EXECUTIVE OFFICER
PROPOSAL #06: APPOINT INDEPENDENT DIRECTORS TO KEY BOARD SHAREHOLDER YES AGAINST FOR
COMMITTEES
PROPOSAL #07: REPORT ON GREENHOUSE GAS EMISSIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #08: APPROVE GOLDEN PARACHUTES SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: REQUIRE SENIOR EXECUTIVES AND DIRECTORS TO SHAREHOLDER YES AGAINST FOR
RETAIN STOCK OBTAINED BY EXERCISING OPTIONS
- ----------------------------------------------------------------------------------------------------
Issuer: H.J. HEINZ COMPANY
Ticker: HNZ CUSIP: 423074103
Meeting Date 9/12/2003 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: L.S. COLEMAN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.M. ZIMMERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.E. BUNCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.R. JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.J. USHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.E. HOLIDAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.R. O'HARE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.C. SWANN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.C. CHOKSI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.H. COORS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. KENDLE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF AUDITORS. ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------
Issuer: KELLOGG COMPANY
Ticker: K CUSIP: 487836108
Meeting Date 4/23/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: GORDON GUND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A. MCLAUGHLIN KOROLOGOS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BENJAMIN S. CARSON, SR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOROTHY A. JOHNSON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITOR FOR ISSUER YES FOR FOR
2004
PROPOSAL #03: REPORT ON IMPACTS OF GENETICALLY ENGINEERED SHAREHOLDER YES ABSTAIN AGAINST
FOOD
- ----------------------------------------------------------------------------------------------------
Issuer: KIMBERLY-CLARK CORPORATION
Ticker: KMB CUSIP: 494368103
Meeting Date 4/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: PASTORA S.J. CAFFERTY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLAUDIO X. GONZALEZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARC J. SHAPIRO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LINDA JOHNSON RICE ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF AMENDMENTS TO 2001 EQUITY ISSUER YES FOR FOR
PARTICIPATION PLAN
PROPOSAL #03: APPROVAL OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING THE SHAREHOLDER YES FOR AGAINST
CORPORATION'S AMENDED AND RESTATED RIGHTS AGREEMENT
- ----------------------------------------------------------------------------------------------------
Issuer: MARSH & MCLENNAN COMPANIES, INC.
Ticker: MMC CUSIP: 571748102
Meeting Date 5/20/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: ZACHARY W. CARTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAY J. GROVES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LEWIS W. BERNARD ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT F. ERBURU ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: OSCAR FANJUL ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR 2004.
- ----------------------------------------------------------------------------------------------------
Issuer: MERCK & CO., INC.
Ticker: MRK CUSIP: 589331107
Meeting Date 4/27/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: THOMAS E. SHENK** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WENDELL P. WEEKS** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER C. WENDELL* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM M. DALEY** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM G. BOWEN** ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT AUDITORS FOR 2004
PROPOSAL #03: PROPOSAL TO AMEND THE RESTATED CERTIFICATE ISSUER YES FOR FOR
OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS THE
BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4
THROUGH 8
PROPOSAL #04: STOCKHOLDER PROPOSAL CONCERNING MANAGEMENT SHAREHOLDER YES AGAINST FOR
COMPENSATION
PROPOSAL #05: STOCKHOLDER PROPOSAL CONCERNING EXTENSION SHAREHOLDER YES ABSTAIN AGAINST
OF PRESCRIPTION DRUG PATENTS
PROPOSAL #06: STOCKHOLDER PROPOSAL CONCERNING ETHICAL AND SHAREHOLDER YES ABSTAIN AGAINST
SOCIAL PERFORMANCE OF THE COMPANY
PROPOSAL #07: STOCKHOLDER PROPOSAL CONCERNING USE OF SHAREHOLDER YES ABSTAIN AGAINST
SHAREHOLDER RESOURCES FOR POLITICAL PURPOSES
PROPOSAL #08: STOCKHOLDER PROPOSAL CONCERNING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
RELATED TO THE GLOBAL HIV/AIDS PANDEMIC
- ----------------------------------------------------------------------------------------------------
Issuer: NATIONAL CITY CORPORATION
Ticker: NCC CUSIP: 635405103
Meeting Date 4/27/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: J.S. BROADHURST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.E. BARFIELD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B.P. HEALY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. WEISS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.W. BROWN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: D.A. DABERKO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G.L. SHAHEEN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: J.T. GORMAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: C.M. CONNOR ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: P.A. ORMOND ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: J.S. THORNTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.A. PAUL ISSUER YES FOR FOR
PROPOSAL #02: THE APPROVAL OF THE NATIONAL CITY ISSUER YES AGAINST AGAINST
CORPORATION LONG-TERM CASH AND EQUITY INCENTIVE PLAN
PROPOSAL #03: THE APPROVAL OF THE NATIONAL CITY ISSUER YES AGAINST AGAINST
CORPORATION MANAGEMENT INCENTIVE PLAN FOR SENIOR
OFFICERS, AS AMENDED AND RESTATED
PROPOSAL #04: THE RATIFICATION OF THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
- ----------------------------------------------------------------------------------------------------
Issuer: NATIONAL FUEL GAS COMPANY
Ticker: NFG CUSIP: 636180101
Meeting Date 2/19/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: BERNARD S. LEE, PH.D ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: PHILIP C. ACKERMAN ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF INDEPENDENT ACCOUNTANTS. ISSUER YES AGAINST AGAINST
PROPOSAL #03: ADOPTION OF, IF PRESENTED AT THE MEETING, A SHAREHOLDER YES AGAINST FOR
SHAREHOLDER PROPOSAL.
- ----------------------------------------------------------------------------------------------------
Issuer: NICOR INC.
Ticker: GAS CUSIP: 654086107
Meeting Date 4/15/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: R.M. BEAVERS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.L. FISHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.E. JONES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.A. DONAHOE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.F. RIORDAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.H. BIRDSALL, III ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: D.J. KELLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.A. WIER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.A. OSBORN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.M. STROBEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. RAU ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B.P. BICKNER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
INDEPENDENT PUBLIC ACCOUNTANTS IN 2004.
PROPOSAL #03: SHAREHOLDER PROPOSAL CONCERNING THE SHAREHOLDER YES FOR AGAINST
SHAREHOLDER RIGHTS PLAN.
- ----------------------------------------------------------------------------------------------------
Issuer: PPG INDUSTRIES, INC.
Ticker: PPG CUSIP: 693506107
Meeting Date 4/15/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: ALLEN J. KROWE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VICTORIA F. HAYNES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES G. BERGES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ERROLL B. DAVIS, JR. ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO ENDORSE THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS AUDITORS FOR 2004.
- ----------------------------------------------------------------------------------------------------
Issuer: PROGRESS ENERGY, INC.
Ticker: PGN CUSIP: 743263105
Meeting Date 5/12/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: P. RUMMELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. WITTNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. COKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. MCGEHEE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E. MCKEE ISSUER YES FOR FOR
PROPOSAL #02: SHAREHOLDER PROPOSAL RELATING TO STOCK SHAREHOLDER YES AGAINST FOR
OPTIONS FOR DIRECTORS AND CERTAIN EXECUTIVE OFFICERS AS
SET FORTH IN THE PROXY STATEMENT.
- ----------------------------------------------------------------------------------------------------
Issuer: QUESTAR CORPORATION
Ticker: STR CUSIP: 748356102
Meeting Date 5/18/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: GARY G. MICHAEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT E. MCKEE III ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: CHARLES B. STANLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.D. CASH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TERESA BECK ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE LONG-TERM CASH INCENTIVE ISSUER YES FOR FOR
PLAN.
- ----------------------------------------------------------------------------------------------------
Issuer: REGENCY CENTERS CORPORATION
Ticker: REG CUSIP: 758849103
Meeting Date 4/28/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: J. DIX DRUCE, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTIN E. STEIN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.R. CARPENTER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RAYMOND L. BANK ISSUER YES FOR FOR
PROPOSAL #02: AMENDMENT TO REGENCY'S RESTATED ARTICLES OF ISSUER YES FOR FOR
INCORPORATION TO ELIMINATE CLASSIFICATION OF THE BOARD
OF DIRECTORS.
PROPOSAL #03: AMENDMENT TO REGENCY'S RESTATED ARTICLES OF ISSUER YES AGAINST AGAINST
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF PREFERRED STOCK.
PROPOSAL #04: AMENDMENT TO REGENCY'S RESTATED ARTICLES OF ISSUER YES FOR FOR
INCORPORATION TO DELETE MATTERS OF HISTORICAL INTEREST
RELATING TO SECURITY CAPITAL'S OWNERSHIP LIMIT.
- ----------------------------------------------------------------------------------------------------
Issuer: ROCKWELL AUTOMATION, INC.
Ticker: ROK CUSIP: 773903109
Meeting Date 2/4/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: D.H. DAVIS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K.D. NOSBUSCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.H. GRAY, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.T. MCCORMICK, JR. ISSUER YES WITHHOLD AGAINST
PROPOSAL #B: APPROVE THE SELECTION OF AUDITORS. ISSUER YES FOR FOR
PROPOSAL #C: APPROVE THE 2000 LONG-TERM INCENTIVES PLAN, ISSUER YES AGAINST AGAINST
AS AMENDED.
- ----------------------------------------------------------------------------------------------------
Issuer: ROYAL DUTCH PETROLEUM COMPANY
Ticker: RD CUSIP: 780257804
Meeting Date 6/28/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #2A: FINALIZATION OF THE BALANCE SHEET AS AT ISSUER YES FOR FOR
DECEMBER 31, 2003, THE PROFIT AND LOSS ACCOUNT FOR THE
YEAR 2003 AND THE NOTES TO THE BALANCE SHEET AND THE
PROFIT AND LOSS ACCOUNT.
PROPOSAL #2B: DECLARATION OF THE TOTAL DIVIDEND FOR THE ISSUER YES FOR FOR
YEAR 2003.
PROPOSAL #2C: DISCHARGE OF THE MANAGING DIRECTORS OF ISSUER YES FOR FOR
RESPONSIBILITY IN RESPECT OF THEIR MANAGEMENT FOR THE
YEAR 2003.
PROPOSAL #2D: DISCHARGE OF THE MEMBERS OF THE SUPERVISORY ISSUER YES FOR FOR
BOARD OF RESPONSIBILITY FOR THEIR SUPERVISION FOR THE
YEAR 2003.
PROPOSAL #03: APPOINTMENT OF MS. L.Z. COOK AS A MANAGING ISSUER YES ABSTAIN AGAINST
DIRECTOR OF THE COMPANY.*
PROPOSAL #04: APPOINTMENT OF MRS. CH. MORIN-POSTEL AS A ISSUER YES ABSTAIN AGAINST
MEMBER OF THE SUPERVISORY BOARD.*
PROPOSAL #05: APPOINTMENT OF MR. M.A. VAN DEN BERGH AS A ISSUER YES ABSTAIN AGAINST
MEMBER OF THE SUPERVISORY BOARD OWING TO RETIREMENT BY
ROTATION.*
PROPOSAL #06: REDUCTION OF THE ISSUED SHARE CAPITAL WITH ISSUER YES FOR FOR
A VIEW TO CANCELLA TION OF THE SHARES ACQUIRED BY THE
COMPANY IN ITS OWN CAPITAL.
PROPOSAL #07: AUTHORIZATION OF THE BOARD OF MANAGEMENT, ISSUER YES FOR FOR
PURSUANT TO ARTICLE 98, BOOK 2 OF THE NETHERLANDS CIVIL
CODE, AS THE COMPETENT BODY TO ACQUIRE SHARES IN THE
CAPITAL OF THE COMPANY.
- ----------------------------------------------------------------------------------------------------
Issuer: SBC COMMUNICATIONS INC.
Ticker: SBC CUSIP: 78387G103
Meeting Date 4/30/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: PATRICIA P. UPTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES A. HENDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES E. BARNES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN B. MCCOY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOYCE M. ROCHE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. DONLEY RITCHEY ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF INDEPENDENT AUDITORS. ISSUER YES FOR FOR
PROPOSAL #03: APPROVE AN AMENDMENT TO SBC'S BYLAWS. ISSUER YES FOR FOR
PROPOSAL #04: STOCKHOLDER PROPOSAL A. SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: STOCKHOLDER PROPOSAL B. SHAREHOLDER YES AGAINST FOR
- ----------------------------------------------------------------------------------------------------
Issuer: SCANA CORPORATION
Ticker: SCG CUSIP: 80589M102
Meeting Date 4/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: W. HAYNE HIPP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM B. BOOKHART, JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HAROLD C. STOWE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G. SMEDES YORK ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF AMENDED DIRECTOR COMPENSATION ISSUER YES FOR FOR
AND DEFERRAL PLAN
PROPOSAL #03: APPROVAL OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR
AUDITORS
- ----------------------------------------------------------------------------------------------------
Issuer: SHELL TRANSPORT & TRADING COMPANY, P
Ticker: SC CUSIP: 822703609
Meeting Date 6/28/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #O1: THAT THE REPORT OF THE DIRECTORS AND THE ISSUER YES FOR FOR
ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED DECEMBER 31,
2003 BE ADOPTED.
PROPOSAL #O2: THAT THE REMUNERATION REPORT FOR THE YEAR ISSUER YES FOR FOR
ENDED DECEMBER 31, 2003 SET OUT IN THE ANNUAL REPORT AND
ACCOUNTS 2003 AND SUMMARISED IN THE SUMMARY ANNUAL REPORT
AND ACCOUNTS 2003 BE APPROVED.
PROPOSAL #O3: THAT MALCOLM BRINDED BE ELECTED AS A ISSUER YES FOR FOR
DIRECTOR.
PROPOSAL #O4: THAT DR EILEEN BUTTLE BE RE-ELECTED AS A ISSUER YES FOR FOR
DIRECTOR.
PROPOSAL #O5: THAT LUIS GIUSTI BE RE-ELECTED AS A ISSUER YES ABSTAIN AGAINST
DIRECTOR.
PROPOSAL #O6: THAT MARY (NINA) HENDERSON BE RE-ELECTED AS ISSUER YES FOR FOR
A DIRECTOR.
PROPOSAL #O7: THAT LORD OXBURGH BE RE-ELECTED AS A ISSUER YES FOR FOR
DIRECTOR.
PROPOSAL #O8: THAT PRICEWATERHOUSECOOPERS LLP BE ISSUER YES FOR FOR
RE-APPOINTED AS AUDITORS OF THE COMPANY.
PROPOSAL #O9: THAT THE BOARD BE AUTHORISED TO SETTLE THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS FOR 2004.
PROPOSAL #S10: THAT THE COMPANY BE AUTHORISED TO MAKE ISSUER YES FOR FOR
MARKET PURCHASES (AS DEFINED IN SECTION 163 OF THE
COMPANIES ACT 1985) OF UP TO 483,000,000 ORDINARY SHARES
OF 25P PER SHARE IN THE CAPITAL OF THE COMPANY.
- ----------------------------------------------------------------------------------------------------
Issuer: SUNTRUST BANKS, INC.
Ticker: STI CUSIP: 867914103
Meeting Date 4/20/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: ROBERT M. BEALL, II ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. HICKS LANIER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LARRY L. PRINCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK S. ROYAL, M.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY C. CROWE ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
2004.
PROPOSAL #03: PROPOSAL TO APPROVE THE COMPANY'S 2004 ISSUER YES FOR FOR
STOCK PLAN.
- ----------------------------------------------------------------------------------------------------
Issuer: THE DOW CHEMICAL COMPANY
Ticker: DOW CUSIP: 260543103
Meeting Date 5/13/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: WILLIAM S. STAVROPOULOS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN C. DANFORTH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARNOLD A. ALLEMANG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANDREW N. LIVERIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFF M. FETTIG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES M. RINGLER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF DELOITTE ISSUER YES FOR FOR
& TOUCHE LLP AS DOW'S INDEPENDENT AUDITORS FOR 2004.
PROPOSAL #03: AMENDMENT OF THE RESTATED CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION FOR THE ANNUAL ELECTION OF DIRECTORS.
PROPOSAL #04: STOCKHOLDER PROPOSAL ON BHOPAL. SHAREHOLDER YES ABSTAIN AGAINST
- ----------------------------------------------------------------------------------------------------
Issuer: THE PNC FINANCIAL SERVICES GROUP, IN
Ticker: PNC CUSIP: 693475105
Meeting Date 4/27/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: MS. STEFFES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. KELSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. CLAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. COOPER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. DAVIDSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. WEHMEIER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. CHELLGREN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. ROHR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. THIEKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. O'BRIEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. STRIGL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. LINDSAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. MASSARO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. WASHINGTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. USHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MS. PEPPER ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------
Issuer: THE ST. PAUL COMPANIES, INC.
Ticker: STA CUSIP: 792860108
Meeting Date 3/19/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #01: TO ACT ON THE PROPOSAL TO ISSUE SHARES OF ISSUER YES FOR FOR
ST. PAUL'S COMMON STOCK IN CONNECTION WITH THE
TRANSACTION CONTEMPLATED BY THE AGREEMENT AND PLAN OF
MERGER DATED AS OF NOVEMBER 16, 2003, AS AMENDED, AMONG
ST. PAUL, TRAVELERS PROPERTY CASUALTY CORP. AND A
SUBSIDIARY OF ST. PAUL.
PROPOSAL #02: TO ACT ON THE PROPOSAL TO AMEND ST. PAUL'S ISSUER YES FOR FOR
BYLAWS IN CONNECTION WITH THE TRANSACTION, AS DESCRIBED
IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.
PROPOSAL #03: TO ACT ON THE PROPOSAL TO AMEND ST. PAUL'S ISSUER YES FOR FOR
ARTICLES OF INCORPORATION IN CONNECTION WITH THE
TRANSACTION, AS DESCRIBED IN THE ACCOMPANYING JOINT PROXY
STATEMENT/PROSPECTUS.
PROPOSAL #04: TO ACT ON THE PROPOSAL TO AMEND ST. PAUL'S ISSUER YES FOR FOR
ARTICLES OF INCORPORATION TO REDUCE THE SHAREHOLDER
APPROVAL REQUIRED FOR CERTAIN FUTURE FUNDAMENTAL ACTIONS,
AS DESCRIBED IN THE ACCOMPANYING JOINT PROXY
STATEMENT/PROSPECTUS.
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Issuer: U.S. BANCORP
Ticker: USB CUSIP: 902973304
Meeting Date 4/20/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: ARTHUR D. COLLINS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS E. PETRY ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RICHARD G. REITEN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: V. BUYNISKI GLUCKMAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JERRY W. LEVIN ISSUER YES FOR FOR
PROPOSAL #02: RATIFY SELECTION OF ERNST & YOUNG LLP AS ISSUER YES AGAINST AGAINST
INDEPENDENT AUDITORS FOR THE 2004 FISCAL YEAR.
PROPOSAL #03: SHAREHOLDER PROPOSAL: COMPENSATION SYSTEM SHAREHOLDER YES AGAINST FOR
FOR SENIOR EXECUTIVES.
PROPOSAL #04: SHAREHOLDER PROPOSAL: SUPPLEMENTAL SHAREHOLDER YES AGAINST FOR
EXECUTIVE RETIREMENT BENEFITS.
PROPOSAL #05: SHAREHOLDER PROPOSAL: SIMPLE MAJORITY SHAREHOLDER YES FOR AGAINST
VOTING.
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Issuer: UNIVERSAL CORPORATION
Ticker: UVV CUSIP: 913456109
Meeting Date 10/28/2003 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: JOHN B. ADAMS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EUGENE P. TRANI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WALTER A. STOSCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH C. FARRELL ISSUER YES WITHHOLD AGAINST
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Issuer: VERIZON COMMUNICATIONS INC.
Ticker: VZ CUSIP: 92343V104
Meeting Date 4/28/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: J.R. STAFFORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. BARKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.W. LANE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.O. MOOSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.H. O'BRIEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.D. STOREY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.B. PRICE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.L. CARRION ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. NEUBAUER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: I.G. SEIDENBERG ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITOR ISSUER YES FOR FOR
PROPOSAL #03: CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: BOARD COMPOSITION SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: SEPARATE CHAIRMAN AND CEO SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: FUTURE POISON PILL SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS SHAREHOLDER YES AGAINST FOR
PROPOSAL #08: OPTIONS OR STOCK GRANTS BASED ON TRACKING SHAREHOLDER YES AGAINST FOR
STOCK
PROPOSAL #09: DIVERSITY REPORT ON OPTION GRANTS TO SHAREHOLDER YES ABSTAIN AGAINST
EMPLOYEES
PROPOSAL #10: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #11: COLLECTION OF UNIVERSAL SERVICE AND NUMBER SHAREHOLDER YES ABSTAIN AGAINST
PORTABILIY FEES
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Issuer: WACHOVIA CORPORATION
Ticker: WB CUSIP: 929903102
Meeting Date 4/20/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: JOHN T. CASTEEN, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES S. BALLOUN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LANTY L. SMITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONA DAVIS YOUNG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH NEUBAUER ISSUER YES FOR FOR
PROPOSAL #02: A WACHOVIA PROPOSAL TO RATIFY THE ISSUER YES FOR FOR
APPOINTMENT OF KPMG LLP AS AUDITORS FOR THE YEAR 2004.
PROPOSAL #03: A STOCKHOLDER PROPOSAL, WHICH MANAGEMENT SHAREHOLDER YES AGAINST FOR
OPPOSES, REGARDING NOMINATING DIRECTORS.
PROPOSAL #04: A STOCKHOLDER PROPOSAL, WHICH MANAGEMENT SHAREHOLDER YES ABSTAIN AGAINST
OPPOSES, REGARDING REPORTING POLITICAL INFORMATION.
PROPOSAL #05: A STOCKHOLDER PROPOSAL, WHICH MANAGEMENT SHAREHOLDER YES AGAINST FOR
OPPOSES, REGARDING SEPARATING THE OFFICES OF CHAIRMAN AND
CHIEF EXECUTIVE OFFICER.
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Issuer: WASHINGTON MUTUAL, INC.
Ticker: WM CUSIP: 939322103
Meeting Date 4/20/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: STEPHEN E. FRANK ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ANNE V. FARRELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM D. SCHULTE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MARGARET OSMER MCQUADE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF DELOITTE ISSUER YES AGAINST AGAINST
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
2004
PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO A SPECIFIC SHAREHOLDER YES AGAINST FOR
COMPENSATION PROGRAM
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Issuer: WEYERHAEUSER COMPANY
Ticker: WY CUSIP: 962166104
Meeting Date 4/13/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: JAMES N. SULLIVAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM D. RUCKELSHAUS ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: STEVEN R. ROGEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD H. SINKFIELD ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE WEYERHAEUSER COMPANY 2004 ISSUER YES FOR FOR
LONG TERM INCENTIVE PLAN
PROPOSAL #03: PROPOSAL TO AMEND THE COMPANY'S RESTATED ISSUER YES FOR AGAINST
ARTICLES OF INCORPORATION TO AUTHORIZE ANNUAL ELECTION OF
THE BOARD OF DIRECTORS
PROPOSAL #04: SHAREHOLDER PROPOSAL RELATING TO ACCOUNTING SHAREHOLDER YES FOR AGAINST
FOR STOCK OPTIONS
PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO EQUITY SHAREHOLDER YES AGAINST FOR
COMPENSATION
PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES ABSTAIN AGAINST
ENVIRONMENTAL REPORTING
PROPOSAL #07: SHAREHOLDER PROPOSAL RELATING TO OLD GROWTH SHAREHOLDER YES ABSTAIN AGAINST
AND ENDANGERED FORESTS
PROPOSAL #08: APPROVAL ON AN ADVISORY BASIS, OF THE ISSUER YES FOR FOR
APPOINTMENT OF AUDITORS
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Issuer: WYETH
Ticker: WYE CUSIP: 983024100
Meeting Date 4/22/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. LANGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: I.G. SEIDENBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. TORELL III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.P. MASCOTTE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.L. CARRION ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. ESSNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.A. BENNACK, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.L. ALEXANDER, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.D. FEERICK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.L. POLAN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF PRINCIPAL INDEPENDENT ISSUER YES FOR FOR
PUBLIC ACCOUNTANTS
PROPOSAL #03: ADOPTION OF THE STOCKHOLDER PROPOSAL ON SHAREHOLDER YES ABSTAIN AGAINST
ACCESS TO AND AFFORDABILITY OF PRESCRIPTION DRUGS
PROPOSAL #04: ADOPTION OF STOCKHOLDER PROPOSAL ON ANIMAL SHAREHOLDER YES ABSTAIN AGAINST
TESTING
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Issuer: XL CAPITAL LTD
Ticker: XL CUSIP: G98255105
Meeting Date 4/30/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
ELECTION OF DIRECTOR: ALAN Z. SENTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT S. PARKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN LOUDON ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP, NEW YORK, TO ACT AS THE
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.
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.
VANGUARD WELLESLEY INCOME FUND
By: /s/John J. Brennan
(Heidi Stam)
John J. Brennan*
Chairman & Chief Executive Officer
Date: August 31, 2004
* By Power of Attorney. See File Number 2-57689, filed on December 26, 2002.
Incorporated by reference.
