UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-08769
Badgley Funds, Inc.
(Exact name of registrant as specified in charter)
P.O. Box 701, Milwaukee, WI 53201-0701
(Address of principal executive offices) (Zip code)
Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, IL 60601
(Name and address of agent for service)
Registrant's telephone number, including area code: 1-877-BADGLEY
Date of fiscal year end: May 31
Date of reporting period: July 1, 2005 - June 30, 2006
Item 1. Proxy Voting Record.
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Dell, Inc. |
TICKER SYMBOL: | DELL |
CUSIP NUMBER: | 247025109 |
MEETING DATE: | 7/15/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of independent auditors | F | F | |
SH1 | Majority voting for directors | A | A | |
SH2 | Expensing stock options | A | A |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Teva Pharmaceutical Industries |
TICKER SYMBOL: | TEVA |
CUSIP NUMBER: | 881624209 |
MEETING DATE: | 7/27/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | To receive and discuss the company’s consolidated balance sheet | F | F | |
and the consolidated statements of income | ||||
2 | To approve the Board of Directors’ recommendation that the cash | F | F | |
dividend for the year ended December 31, 2004 | ||||
3 | To appoint Dr. Leora (Rubin) Meridor as a statutory independent | F | F | |
director for an additional term of three years | ||||
4A | To elect Eli Hurvitz to serve for an additional three-year term | F | F | |
4B | To elect Ruth Cheshin to serve for an additional three-year term | F | F | |
4C | To elect Prof. Michael Sela to serce for and additonal three-year term | F | F | |
4D | To elect Harold Snyder to serve for an additional three-year term | F | F | |
5 | To approve the purchase of director’s and officer’s liability | F | F | |
insurance for the directors and officers of the company | ||||
6 | To approve the company’s 2005 omnibus long-term share incentive | F | F | |
plan | ||||
7 | To approve an amendment to the provisions of the company’s | F | F | |
articles relating to the indemnification of the directors and officers | ||||
8 | To approve an amendment to the company’s articles that would | F | F | |
increase the registered share capital for the company | ||||
9 | To appoint Kesselman & Kesselman, a member of | F | F | |
PriceWaterhouseCoopers International Ltd as the company’s | ||||
independent registered public accounting firm and to determine | ||||
their compensation |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | American Int’l Group, Inc. |
TICKER SYMBOL: | AIG |
CUSIP NUMBER: | 026874107 |
MEETING DATE: | 8/11/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of independent accountants | F | F |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Medtronic, Inc. |
TICKER SYMBOL: | MDT |
CUSIP NUMBER: | 585055106 |
MEETING DATE: | 8/25/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To ratify the appointment of PricewaterhouseCoopers | F | F | |
LLP as Medtronic’s independent registered public | ||||
accounting firm. | ||||
3 | To approve the Medtronic, Inc. 2005 employees stock | F | F | |
purchase plan. | ||||
4 | To approve the Medtronic, Inc. 1998 outside director | F | F | |
compensation plan (as amended and restated). |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Symantec Corporation |
TICKER SYMBOL: | SYMC |
CUSIP NUMBER: | 871503108 |
MEETING DATE: | 9/16/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To ratify seclection of KPMG LLP as Symantec’s | F | F | |
independent auditors for the 2006 fiscal year. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | FedEx Corporation |
TICKER SYMBOL: | FDX |
CUSIP NUMBER: | 31428X106 |
MEETING DATE: | 9/26/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Approval of amendment to incentive stock plan to increase | F | F | |
the number of shares issuable under the plan. | ||||
3 | Ratification of independent registered public accounting | F | F | |
firm. | ||||
The Board of Directors recommends a | ||||
vote “against” items 4, 5, and 6. | ||||
4 | Stockholder proposal regarding simple majority voting. | A | A | |
5 | Stockholder proposal regarding political contributions | A | A | |
report. | ||||
6 | Stockholder proposal regarding majority voting for director | A | A | |
elections. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Teva Pharmaceutical Ltd. |
TICKER SYMBOL: | TEVA |
CUSIP NUMBER: | 881624209 |
MEETING DATE: | 10/27/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | To approve the issuance of ordinary shares of Teva, | F | F | |
pursuant to the agreement and plan of merger, dated July 25, 2005, by and among Ivax Corporation, Teva and two wholly owned subsidiaries of Teva, Ivory Acquisition Sub, Inc. and Ivory Acquisition Sub II, Inc. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Affiliated Computer Services |
TICKER SYMBOL: | ACS |
CUSIP NUMBER: | 008190100 |
MEETING DATE: | 10/27/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To approve the performance-based incentive compensation | F | F | |
for the corporation’s executive officers | ||||
3 | To ratify the appointment of PricewaterhouseCoopers LLP | F | F | |
as the corporation’s independent registered public | ||||
accounting firm for fiscal year 2006. | ||||
4 | To retain an investment banker to develop a | F | F | |
recapitalization plan. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | MBNA Corp |
TICKER SYMBOL: | KRB |
CUSIP NUMBER: | 55262L100 |
MEETING DATE: | 11/03/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Approval of the merger with Bank of America corporation | F | F | |
2 | Approval of proposal to adjourn the MBNA special | F | F | |
meeting, if necessary, to solicit additional proxies |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Microsoft Corporation |
TICKER SYMBOL: | MSFT |
CUSIP NUMBER: | 594918104 |
MEETING DATE: | 11/09/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of the selection of Deloitte & Touche LLP as | F | F | |
the company’s independent auditor |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | The Estee Lauder Co |
TICKER SYMBOL: | EL |
CUSIP NUMBER: | 518439104 |
MEETING DATE: | 11/10/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Approval of amended and restated fiscal 2002 share | F | F | |
incentive plan. | ||||
3 | Ratification of appointment of KPMG LLP as independent | F | F | |
auditors for 2006 fiscal year. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Sysco Corp |
TICKER SYMBOL: | SYY |
CUSIP NUMBER: | 871829107 |
MEETING DATE: | 11/11/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Approval of ratification of appointment of Ernst & Young | F | F | |
LLP as the company’s independent accountants for fiscal 2006. | ||||
3 | Approval of the 2005 management incentive plan. | F | F | |
4 | Approval of the payment of compensation to certain | F | F | |
executive officers under the 2000 management incentive plan pursuant to section 162(M) of the internal revenue code. | ||||
5 | Approval of the 2005 non-employee directors stock plan. | F | F |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Cisco Systems |
TICKER SYMBOL: | CSCO |
CUSIP NUMBER: | 17275R102 |
MEETING DATE: | 11/15/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To approve the adoption of the 2005 stock incentive plan. | F | F | |
3 | To ratify the appointment of PricewaterhouseCoopers LLP as | F | F | |
Cisco’s independent registered public accounting firm for the fiscal year ending July 29, 2006. | ||||
4 | Proposal submitted by a shareholder urging the Board of | A | A | |
Directors to adopt a policy that a significant portion of future equity compensation grants to senior executives shall be shares of stock that require the achievement of performance goals as a prerequisite to vesting, as more fully set forth in the accompanying proxy statement. | ||||
5 | Proposal submitted by shareholders requesting that the Board’s | A | A | |
compensation committee initiate a review of Cisco’s executive compensation policies and to make available, upon request, a report of that review by January 1, 2006, as more fully set forth in the accompanying proxy statement. | ||||
6 | Proposal submitted by shareholders requesting the Board to | A | A | |
prepare a report to shareholders describing the progress toward development and implementation of a company human rights policy and the plan for implementation with partners and resellers by May 31, 2006, as more fully set forth in the accompanying proxy statement. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Amdocs Limited |
TICKER SYMBOL: | DOX |
CUSIP NUMBER: | G02602103 |
MEETING DATE: | 1/19/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Approval of amendment of the 1998 stock option and | F | F | |
incentive plan to increase the number of shares authorized for issuance thereunder, to continue the term of the plan for an additional 10-year term and to make other changes as described in the accompanying proxy statement. | ||||
3 | Approval of special resolution to permit direct repurchase | F | F | |
by the company of unvested shares of restricted stock granted under the 1998 stock option and incentive plan upon termination of employment or service. | ||||
4 | Approval of consolidated financial statements for fiscal | F | F | |
year 2005. | ||||
5 | Ratification and approval of Ernst & Young LLP and | F | F | |
authorization of audit committee of board to fix remuneration. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Costco Wholesale |
TICKER SYMBOL: | COST |
CUSIP NUMBER: | 22160K105 |
MEETING DATE: | 1/25/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Amendments to the restated 2002 stock incentive plan. | F | F | |
3 | Shareholder proposal to hold annual elections for all | A | A | |
Directors. | ||||
4 | Shareholder proposal to adopt a vendor code of conduct. | A | A | |
5 | Ratification of selection of independent auditors. | F | F |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | BJ Services Company |
TICKER SYMBOL: | BJS |
CUSIP NUMBER: | 055482103 |
MEETING DATE: | 1/31/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To approve an amendment to BJ Services’ certificate of | F | F | |
incorporation, as amended, to increase the total number of | ||||
shares of common stock, par value $0.10 per share, that BJ | ||||
services has the authority to issue from 380,000,000 shares | ||||
to 910,000,000 shares (“The authorized shares amendment”) | ||||
3 | To approve the grant of authority to the proxies to vote in | F | F | |
their discretion to adjourn the meeting to solicit additional | ||||
proxies in favor of the authorized shares amendment. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Starbucks Corp. |
TICKER SYMBOL: | SBUX |
CUSIP NUMBER: | 855244109 |
MEETING DATE: | 2/8/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Company proposal to ratify the selection of Deloitte & | F | F | |
Touche LLP as the company’s independent registered | ||||
public accounting firm for the fiscal year ending | ||||
October 1, 2006. | ||||
3 | Company proposal to amend the company’s amended and | F | F | |
restated articles of incorporation to declassify the Board | ||||
of Directors and establish annual elections, whereby all | ||||
directors would stand for re-election annually, rather than | ||||
serve staggered three-year terms as is the current practice. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Varian Medical Systems, Inc. |
TICKER SYMBOL: | VAR |
CUSIP NUMBER: | 92220P105 |
MEETING DATE: | 2/16/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Approval of the amended and restated Varian Medical | F | F | |
Systems, Inc. 2005 omnibus stock plan. | ||||
3 | Ratify the appointment of PricewaterhouseCoopers LLP as | F | F | |
our independent registered public accounting firm for | ||||
fiscal year 2006. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Schlumberger Ltd |
TICKER SYMBOL: | SLB |
CUSIP NUMBER: | 806857108 |
MEETING DATE: | 4/12/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Adoption and approval of financials and dividends | F | F | |
3 | Adoption of amendment to the articles of incorporation | F | F | |
4 | Approval of amendment and restatement of the | F | F | |
Schlumberger 2005 stock option plan | ||||
5 | Approval of independent registered public accounting firm | F | F |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Citigroup Inc. |
TICKER SYMBOL: | C |
CUSIP NUMBER: | 172967101 |
MEETING DATE: | 4/18/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Proposal to ratify the selection of KPMG LLP as Citigroup’s independent | F | F | |
registered public accounting firm for 2006. | ||||
3 | Proposal to amend article fourth of the restated certificate of incorporation. | F | F | |
4 | Proposal to amend article eighth of the restated certificate of incorporation. | F | F | |
5 | Proposal to amend article ninth of the restated certificate of incorporation. | F | F | |
6 | Stockholder proposal requesting no future new stock option grants and no | A | A | |
renewal or repricing of current stock options. | ||||
7 | Stockholder proposal requesting a report on political contributions. | A | A | |
8 | Stockholder proposal requesting a report on charitable contributions. | A | A | |
9 | Stockholder proposal requesting the adoption of a policy regarding | A | A | |
performance-based equity compensation for senior executives. | ||||
10 | Stockholder proposal regarding reimbursement of expenses incurred by a | A | A | |
stockholder in a contested election of directors. | ||||
11 | Stockholder proposal requesting that the Chairman of the Board have no | A | A | |
management duties, titles or responsibilities. | ||||
12 | Stockholder proposal requesting the recoupment of management bonuses in the | A | A | |
event of a restatement of earnings. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | State Street Corp |
TICKER SYMBOL: | STT |
CUSIP NUMBER: | 857477103 |
MEETING DATE: | 4/19/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To ratify the selection of Ernst & Young LLP as the | F | F | |
company’s independent registered public accounting firm | ||||
for the year ending December 31, 2006. | ||||
3 | To approve the 2006 equity incentive plan. | F | F | |
4 | To approve the material terms of the 2006 restated senior | F | F | |
executive annual incentive plan. | ||||
The Board of Directors recommends | ||||
a vote “against” item 5 | ||||
5 | To vote on a shareholder proposal to request the directors | A | A | |
to redeem the outstanding rights under the company’s rights agreement, and to require shareholder ratification of any future rights agreement. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | American Express |
TICKER SYMBOL: | AXP |
CUSIP NUMBER: | 025816109 |
MEETING DATE: | 4/24/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | The selection of PricewaterhouseCoopers LLP as our | F | F | |
independent registered public accountants for 2006. | ||||
3 | A shareholder proposal relating to stock options | A | A | |
4 | A shareholder proposal relating to majority voting for | A | A | |
Directors. | ||||
5 | A shareholder proposal relating to the company’s | A | A | |
employment policies | ||||
6 | A shareholder proposal relating to reimbursement of | A | A | |
expenses for certain shareholder-nominated director | ||||
candidates. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | L-3 Communications Holdings |
TICKER SYMBOL: | LLL |
CUSIP NUMBER: | 502424104 |
MEETING DATE: | 4/25/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Appointment of PricewaterhouseCoopers LLP as | F | F | |
independent registered public accounting firm. | ||||
3 | Approval of an amendment to the L-3 Communications | F | F | |
Corporation employee stock purchase plan. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Praxair, Inc. |
TICKER SYMBOL: | PX |
CUSIP NUMBER: | 74005P104 |
MEETING DATE: | 4/25/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Proposal to approve an amendment to the Praxair, Inc. | F | N/A | |
certificate of incorporation to declassify the Board. | ||||
Note: The Board makes no recommendation for proposal 2 | ||||
3 | Proposal to re-approve performance goals under Praxair’s | F | F | |
Section 162(M) plan. | ||||
4 | Proposal to ratify the appointment of the independent | F | F | |
auditor. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | General Electric |
TICKER SYMBOL: | GE |
CUSIP NUMBER: | 369604103 |
MEETING DATE: | 4/26/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
A | Election of Directors | F | F | |
B | Ratification of selection of independent auditor | F | F | |
The Board of Directors recommends a vote “against” | ||||
Shareholder proposals 1 through 6 | ||||
1 | Cumulative voting | A | A | |
2 | Curb over-extended directors | A | A | |
3 | One director from the ranks of retirees | A | A | |
4 | Independent board chairman | A | A | |
5 | Director election majority vote standard | A | A | |
6 | Report on global warming science | A | A |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Stryker Corporation |
TICKER SYMBOL: | SYK |
CUSIP NUMBER: | 863667101 |
MEETING DATE: | 4/26/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To consider and act upon approval of the 2006 long-term | F | F | |
incentive plan. | ||||
3 | To ratify the appointment of Ernst & Young LLP as | F | F | |
independent auditors for 2006. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Apple Computer |
TICKER SYMBOL: | AAPL |
CUSIP NUMBER: | 037833100 |
MEETING DATE: | 4/27/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To ratify the appointment of KPMG LLP as independent | F | F | |
auditors of the company for fiscal year 2006. | ||||
3 | To consider a shareholder proposal if properly presented | A | A | |
at the meeting |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | UnitedHealth Group, Inc. |
TICKER SYMBOL: | UNH |
CUSIP NUMBER: | 91324P102 |
MEETING DATE: | 5/2/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of Deloitte & Touche LLP as independent | F | F | |
registered public accounting firm for the fiscal year ending December 31, 2006. | ||||
3 | Shareholder proposal concerning Director election majority | A | A | |
vote standard. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Expeditors Int’l of WA |
TICKER SYMBOL: | EXPD |
CUSIP NUMBER: | 302130109 |
MEETING DATE: | 5/3/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Approval of the 2006 stock option plan as described in the | F | F | |
company’s proxy statement dated March 31, 2006. | ||||
3 | Approval of appointment of KPMG LLP as the company’s | F | F | |
independent registered public accounting firm. | ||||
4 | Shareholder proposal to amend the company’s equal | A | A | |
employment opportunity policy. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | PepsiCo, Inc. |
TICKER SYMBOL: | PEP |
CUSIP NUMBER: | 713448108 |
MEETING DATE: | 5/3/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Approval of independent registered public accountants | F | F | |
The Board of Directors recommends a vote | ||||
“against” items no. 3 and 4. | ||||
3 | Shareholder proposal - political contributions | A | A | |
4 | Shareholder proposal - charitable contributions | A | A |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Pentair, Inc. |
TICKER SYMBOL: | PNR |
CUSIP NUMBER: | 709631105 |
MEETING DATE: | 5/4/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of appointment of Deloitte & touché LLP as | F | F | |
independent registered public accounting firm of the | ||||
company for 2006. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Quest Diagnostics, Inc. |
TICKER SYMBOL: | DGX |
CUSIP NUMBER: | 74834L100 |
MEETING DATE: | 5/4/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Proposal to ratify the selection of PricewaterhouseCoopers | F | F | |
LLP as our independent registered public accounting firm for 2006. | ||||
3 | Proposal to approve an amendment to the charter to | F | F | |
increase the number of authorized shares of common stock to 600 million. | ||||
4 | Proposal to approve the amended employee stock purchase | F | F | |
plan. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Teva Pharmaceutical Industries |
TICKER SYMBOL: | TEVA |
CUSIP NUMBER: | 881624209 |
MEETING DATE: | 5/4/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | To receive and discuss the company’s consolidated balance sheet | F | F | |
as of December 31, 2005 and the consolidated statements of income for the year then ended. | ||||
2 | To approve the Board of Directors’ recommendation that the cash | F | F | |
dividend for the year ended December 31, 2005 be declared final. | ||||
3 | To appoint Prof. Gabriela Shalev as a statutory independent | F | F | |
Director for an additional term of three years. | ||||
4A | To elect the following Director to serve for a three-year term: | F | F | |
Dr. Philip Frost | ||||
4B | To elect the following Director to serve for a three-year term: | F | F | |
Carlo Salvi | ||||
4C | To elect the following Director to serve for a three-year term: | F | F | |
David Shamir | ||||
5 | To approve the purchase of Director’s and officer’s liability | F | F | |
insurance for the Directors and officers of the company. | ||||
6 | To approve an amendment to section 60(E) of the company’s articles | F | F | |
of association. | ||||
7 | To approve an increase in the remuneration paid to the Directors of the | F | F | |
Company (other than the chairman of the Board). | ||||
8 | To appoint Kesselman & Kesselman, as the independent registered | F | F | |
public accounting firm and determine their compensation. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | 3M Co. |
TICKER SYMBOL: | MMM |
CUSIP NUMBER: | 88579Y101 |
MEETING DATE: | 5/9/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of the appointment of PricewaterhouseCoopers | F | F | |
LLP as 3M’s independent registered public accounting firm. | ||||
3 | Proposal to amend the certificate of incorporation to | F | F | |
authorize the annual election of Directors. | ||||
The Board of Directors recommends a vote “for” proposals 2 and 3 and “against” proposals 4, 5, and 6 below: | ||||
4 | Stockholder proposal regarding executive compensation | A | A | |
5 | Stockholder proposal regarding 3M’s animal welfare | A | A | |
policy | ||||
6 | Stockholder proposal regarding 3M’s business operations | A | A | |
in China |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Amgen Inc. |
TICKER SYMBOL: | AMGN |
CUSIP NUMBER: | 031162100 |
MEETING DATE: | 5/10/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To ratify the selection of Ernst & Young LLP as the | F | F | |
company’s independent registered public accountants for | ||||
the ending December 31, 2006. | ||||
3A | Stockholder proposal #1 (Stock retention guidelines). | A | A | |
3B | Stockholder proposal #2 (Executive compensation). | A | A | |
3C | Stockholder proposal #3 (Shareholder rights plans). | A | A | |
3D | Stockholder proposal #4 (Animal welfare policy). | A | A | |
3E | Stockholder proposal #5 (Majority elections). | A | A | |
3F | Stockholder proposal #6 (Corporate political | F | F | |
contributions). |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | CVS Corp. |
TICKER SYMBOL: | CVS |
CUSIP NUMBER: | 126650100 |
MEETING DATE: | 5/11/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Proposal to ratify the appointment of KPMG LLP as CVS’ | F | F | |
independent registered public accounting firm for the fiscal year ending December 30, 2006. | ||||
3 | Stockholder proposal regarding election of Directors | A | A | |
4 | Stockholder proposal regarding retirement benefits of | A | A | |
certain senior executives. | ||||
5 | Stockholder proposal regarding independence of the | A | A | |
Chairman of the Board | ||||
6 | Stockholder proposal regarding the formulation of | A | A | |
cosmetics sold at CVS. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Google, Inc. |
TICKER SYMBOL: | GOOG |
CUSIP NUMBER: | 38259P508 |
MEETING DATE: | 5/11/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of appointment of Ernst & Young LLP as | F | F | |
independent auditors of Google, Inc. for the fiscal year ending December 31, 2006. | ||||
3 | Approval of an amendment to Google’s 2004 stock plan to | F | F | |
increase the number of authorized shares of Class A common stock issuable under the 2004 stock plan from 13,431,660 to 17,931,660. | ||||
The Board of Directors recommends a | ||||
vote “against” proposal 4. | ||||
4 | Stockholder proposal to request that the Board of Directors | A | A | |
take the steps that may be necessary to adopt a recapitalization plan that would provide for all of the company’s outstanding stock to have one vote per share. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Ecolab, Inc. |
TICKER SYMBOL: | ECL |
CUSIP NUMBER: | 278865100 |
MEETING DATE: | 5/12/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratify appointment of PricewaterhouseCoopers LLP as | F | F | |
independent registered accounting firm. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | WellPoint, Inc |
TICKER SYMBOL: | WLP |
CUSIP NUMBER: | 94973V107 |
MEETING DATE: | 5/16/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To approve the proposed WellPoint 2006 incentive | F | F | |
compensation plan. | ||||
3 | To ratify the appointment of Ernst & Young LLP as the | F | F | |
independent registered public accounting firm for the company for 2006. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | American Int’l Group |
TICKER SYMBOL: | AIG |
CUSIP NUMBER: | 026874107 |
MEETING DATE: | 5/17/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of the selection of PricewaterhouseCoopers | F | F | |
LLP as AIG’s independent registered public accounting firm for 2006. | ||||
3 | Adoption of an executive incentive plan. | F | F |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Seagate Technology |
TICKER SYMBOL: | STX |
CUSIP NUMBER: | G7945J104 |
MEETING DATE: | 5/17/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Proposal to approve the issuance of Seagate common | F | F | |
shares pursuant to the agreement and plan of merger, dated as of December 20, 2005 (as amended, supplemented or modified from time to time, the “merger agreement”) by and among Seagate Technology, MD Merger Corporation and Maxtor Corporation. | ||||
2 | Proposal to approve adjournment of the extraordinary | F | F | |
general meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes at the time of the extraordinary general meeting to approve the issuance of Seagate common shares in the merger. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Fiserv, Inc. |
TICKER SYMBOL: | FISV |
CUSIP NUMBER: | 337738108 |
MEETING DATE: | 5/24/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of the selection of Deloitte & Touché LLP as | F | F | |
the registered independent public accounting firm of Fiserv, Inc. for 2006. | ||||
3 | Shareholder proposal regarding the vote standard for | A | A | |
Director election. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Cognizant Tech Solutions |
TICKER SYMBOL: | CTSH |
CUSIP NUMBER: | 192446102 |
MEETING DATE: | 6/13/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To amend and restate our 1999 incentive compensation | F | F | |
plan, as amended (the “incentive plan”), to (I) increase the maximum number or shares of Class A common stock, and (II) re-approve the series of performance criteria which may be utilized in establishing specific targets to be attained as a condition to the vesting of cash or stock awards under the incentive plan. | ||||
3 | To amend our restated Certificate of Incorporation, as | F | F | |
amended, to increase the maximum number of authorized shares of the company’s stock, all classes, from 340,000,000 authorized shares, consisting of (I) 325,000,000 shares of Class A common stock, and (II) 15,000,000 shares of preferred stock, to 515,000,000 authorized shares. | ||||
4 | To ratify the appointment of PricewaterhouseCoopers LLP | F | F | |
as our independent public accounting firm for the year ending December 31 2006. |
BADGLEY GROWTH FUND
PROXY COMMITTEE
COMPANY NAME: | Michaels Stores, Inc. |
TICKER SYMBOL: | MIK |
CUSIP NUMBER: | 594087108 |
MEETING DATE: | 6/20/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of the audit committee’s selection of Ernst & | F | F | |
Young LLP as our independent registered public accounting firm for fiscal 2006. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Dell, Inc. |
TICKER SYMBOL: | DELL |
CUSIP NUMBER: | 247025109 |
MEETING DATE: | 7/15/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of independent auditors | F | F | |
SH1 | Majority voting for directors | A | A | |
SH2 | Expensing stock options | A | A |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Teva Pharmaceutical Industries |
TICKER SYMBOL: | TEVA |
CUSIP NUMBER: | 881624209 |
MEETING DATE: | 7/27/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | To receive and discuss the company’s consolidated balance sheet | F | F | |
and the consolidated statements of income | ||||
2 | To approve the Board of Directors’ recommendation that the cash | F | F | |
dividend for the year ended December 31, 2004 | ||||
3 | To appoint Dr. Leora (Rubin) Meridor as a statutory independent | F | F | |
director for an additional term of three years | ||||
4A | To elect Eli Hurvitz to serve for an additional three-year term | F | F | |
4B | To elect Ruth Cheshin to serve for an additional three-year term | F | F | |
4C | To elect Prof. Michael Sela to serce for and additonal three-year term | F | F | |
4D | To elect Harold Snyder to serve for an additional three-year term | F | F | |
5 | To approve the purchase of director’s and officer’s liability | F | F | |
insurance for the directors and officers of the company | ||||
6 | To approve the company’s 2005 omnibus long-term share incentive | F | F | |
plan | ||||
7 | To approve an amendment to the provisions of the company’s | F | F | |
articles relating to the indemnification of the directors and officers | ||||
8 | To approve an amendment to the company’s articles that would | F | F | |
increase the registered share capital for the company | ||||
9 | To appoint Kesselman & Kesselman, a member of | F | F | |
PriceWaterhouseCoopers International Ltd as the company’s | ||||
independent registered public accounting firm and to determine | ||||
their compensation |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | American Int’l Group, Inc. |
TICKER SYMBOL: | AIG |
CUSIP NUMBER: | 026874107 |
MEETING DATE: | 8/11/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of independent accountants | F | F |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Medtronic, Inc. |
TICKER SYMBOL: | MDT |
CUSIP NUMBER: | 585055106 |
MEETING DATE: | 8/25/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To ratify the appointment of PricewaterhouseCoopers | F | F | |
LLP as Medtronic’s independent registered public | ||||
accounting firm. | ||||
3 | To approve the Medtronic, Inc. 2005 employees stock | F | F | |
purchase plan. | ||||
4 | To approve the Medtronic, Inc. 1998 outside director | F | F | |
compensation plan (as amended and restated). |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Symantec Corporation |
TICKER SYMBOL: | SYMC |
CUSIP NUMBER: | 871503108 |
MEETING DATE: | 9/16/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To ratify seclection of KPMG LLP as Symantec’s | F | F | |
independent auditors for the 2006 fiscal year. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | FedEx Corporation |
TICKER SYMBOL: | FDX |
CUSIP NUMBER: | 31428X106 |
MEETING DATE: | 9/26/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Approval of amendment to incentive stock plan to increase | F | F | |
the number of shares issuable under the plan. | ||||
3 | Ratification of independent registered public accounting | F | F | |
firm. | ||||
The Board of Directors recommends a | ||||
vote “against” items 4, 5, and 6. | ||||
4 | Stockholder proposal regarding simple majority voting. | A | A | |
5 | Stockholder proposal regarding political contributions | A | A | |
report. | ||||
6 | Stockholder proposal regarding majority voting for director | A | A | |
elections. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Teva Pharmaceutical Ltd. |
TICKER SYMBOL: | TEVA |
CUSIP NUMBER: | 881624209 |
MEETING DATE: | 10/27/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | To approve the issuance of ordinary shares of Teva, | F | F | |
pursuant to the agreement and plan of merger, dated July 25, 2005, by and among Ivax Corporation, Teva and two wholly owned subsidiaries of Teva, Ivory Acquisition Sub, Inc. and Ivory Acquisition Sub II, Inc. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Affiliated Computer Services |
TICKER SYMBOL: | ACS |
CUSIP NUMBER: | 008190100 |
MEETING DATE: | 10/27/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To approve the performance-based incentive compensation | F | F | |
for the corporation’s executive officers | ||||
3 | To ratify the appointment of PricewaterhouseCoopers LLP | F | F | |
as the corporation’s independent registered public | ||||
accounting firm for fiscal year 2006. | ||||
4 | To retain an investment banker to develop a | F | F | |
recapitalization plan. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | MBNA Corp |
TICKER SYMBOL: | KRB |
CUSIP NUMBER: | 55262L100 |
MEETING DATE: | 11/03/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Approval of the merger with Bank of America corporation | F | F | |
2 | Approval of proposal to adjourn the MBNA special | F | F | |
meeting, if necessary, to solicit additional proxies |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Microsoft Corporation |
TICKER SYMBOL: | MSFT |
CUSIP NUMBER: | 594918104 |
MEETING DATE: | 11/09/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of the selection of Deloitte & Touche LLP as | F | F | |
the company’s independent auditor |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | The Estee Lauder Co |
TICKER SYMBOL: | EL |
CUSIP NUMBER: | 518439104 |
MEETING DATE: | 11/10/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Approval of amended and restated fiscal 2002 share | F | F | |
incentive plan. | ||||
3 | Ratification of appointment of KPMG LLP as independent | F | F | |
auditors for 2006 fiscal year. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Sysco Corp |
TICKER SYMBOL: | SYY |
CUSIP NUMBER: | 871829107 |
MEETING DATE: | 11/11/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Approval of ratification of appointment of Ernst & Young | F | F | |
LLP as the company’s independent accountants for fiscal 2006. | ||||
3 | Approval of the 2005 management incentive plan. | F | F | |
4 | Approval of the payment of compensation to certain | F | F | |
executive officers under the 2000 management incentive plan pursuant to section 162(M) of the internal revenue code. | ||||
5 | Approval of the 2005 non-employee directors stock plan. | F | F |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Cisco Systems |
TICKER SYMBOL: | CSCO |
CUSIP NUMBER: | 17275R102 |
MEETING DATE: | 11/15/05 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To approve the adoption of the 2005 stock incentive plan. | F | F | |
3 | To ratify the appointment of PricewaterhouseCoopers LLP as | F | F | |
Cisco’s independent registered public accounting firm for the fiscal year ending July 29, 2006. | ||||
4 | Proposal submitted by a shareholder urging the Board of | A | A | |
Directors to adopt a policy that a significant portion of future equity compensation grants to senior executives shall be shares of stock that require the achievement of performance goals as a prerequisite to vesting, as more fully set forth in the accompanying proxy statement. | ||||
5 | Proposal submitted by shareholders requesting that the Board’s | A | A | |
compensation committee initiate a review of Cisco’s executive compensation policies and to make available, upon request, a report of that review by January 1, 2006, as more fully set forth in the accompanying proxy statement. | ||||
6 | Proposal submitted by shareholders requesting the Board to | A | A | |
prepare a report to shareholders describing the progress toward development and implementation of a company human rights policy and the plan for implementation with partners and resellers by May 31, 2006, as more fully set forth in the accompanying proxy statement. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Amdocs Limited |
TICKER SYMBOL: | DOX |
CUSIP NUMBER: | G02602103 |
MEETING DATE: | 1/19/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Approval of amendment of the 1998 stock option and | F | F | |
incentive plan to increase the number of shares authorized for issuance thereunder, to continue the term of the plan for an additional 10-year term and to make other changes as described in the accompanying proxy statement. | ||||
3 | Approval of special resolution to permit direct repurchase | F | F | |
by the company of unvested shares of restricted stock granted under the 1998 stock option and incentive plan upon termination of employment or service. | ||||
4 | Approval of consolidated financial statements for fiscal | F | F | |
year 2005. | ||||
5 | Ratification and approval of Ernst & Young LLP and | F | F | |
authorization of audit committee of board to fix remuneration. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Costco Wholesale |
TICKER SYMBOL: | COST |
CUSIP NUMBER: | 22160K105 |
MEETING DATE: | 1/25/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Amendments to the restated 2002 stock incentive plan. | F | F | |
3 | Shareholder proposal to hold annual elections for all | A | A | |
Directors. | ||||
4 | Shareholder proposal to adopt a vendor code of conduct. | A | A | |
5 | Ratification of selection of independent auditors. | F | F |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | BJ Services Company |
TICKER SYMBOL: | BJS |
CUSIP NUMBER: | 055482103 |
MEETING DATE: | 1/31/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To approve an amendment to BJ Services’ certificate of | F | F | |
incorporation, as amended, to increase the total number of | ||||
shares of common stock, par value $0.10 per share, that BJ | ||||
services has the authority to issue from 380,000,000 shares | ||||
to 910,000,000 shares (“The authorized shares amendment”) | ||||
3 | To approve the grant of authority to the proxies to vote in | F | F | |
their discretion to adjourn the meeting to solicit additional | ||||
proxies in favor of the authorized shares amendment. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Starbucks Corp. |
TICKER SYMBOL: | SBUX |
CUSIP NUMBER: | 855244109 |
MEETING DATE: | 2/8/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Company proposal to ratify the selection of Deloitte & | F | F | |
Touche LLP as the company’s independent registered | ||||
public accounting firm for the fiscal year ending | ||||
October 1, 2006. | ||||
3 | Company proposal to amend the company’s amended and | F | F | |
restated articles of incorporation to declassify the Board | ||||
of Directors and establish annual elections, whereby all | ||||
directors would stand for re-election annually, rather than | ||||
serve staggered three-year terms as is the current practice. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Varian Medical Systems, Inc. |
TICKER SYMBOL: | VAR |
CUSIP NUMBER: | 92220P105 |
MEETING DATE: | 2/16/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Approval of the amended and restated Varian Medical | F | F | |
Systems, Inc. 2005 omnibus stock plan. | ||||
3 | Ratify the appointment of PricewaterhouseCoopers LLP as | F | F | |
our independent registered public accounting firm for | ||||
fiscal year 2006. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Schlumberger Ltd |
TICKER SYMBOL: | SLB |
CUSIP NUMBER: | 806857108 |
MEETING DATE: | 4/12/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Adoption and approval of financials and dividends | F | F | |
3 | Adoption of amendment to the articles of incorporation | F | F | |
4 | Approval of amendment and restatement of the | F | F | |
Schlumberger 2005 stock option plan | ||||
5 | Approval of independent registered public accounting firm | F | F |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Citigroup Inc. |
TICKER SYMBOL: | C |
CUSIP NUMBER: | 172967101 |
MEETING DATE: | 4/18/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Proposal to ratify the selection of KPMG LLP as Citigroup’s independent | F | F | |
registered public accounting firm for 2006. | ||||
3 | Proposal to amend article fourth of the restated certificate of incorporation. | F | F | |
4 | Proposal to amend article eighth of the restated certificate of incorporation. | F | F | |
5 | Proposal to amend article ninth of the restated certificate of incorporation. | F | F | |
6 | Stockholder proposal requesting no future new stock option grants and no | A | A | |
renewal or repricing of current stock options. | ||||
7 | Stockholder proposal requesting a report on political contributions. | A | A | |
8 | Stockholder proposal requesting a report on charitable contributions. | A | A | |
9 | Stockholder proposal requesting the adoption of a policy regarding | A | A | |
performance-based equity compensation for senior executives. | ||||
10 | Stockholder proposal regarding reimbursement of expenses incurred by a | A | A | |
stockholder in a contested election of directors. | ||||
11 | Stockholder proposal requesting that the Chairman of the Board have no | A | A | |
management duties, titles or responsibilities. | ||||
12 | Stockholder proposal requesting the recoupment of management bonuses in the | A | A | |
event of a restatement of earnings. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | State Street Corp |
TICKER SYMBOL: | STT |
CUSIP NUMBER: | 857477103 |
MEETING DATE: | 4/19/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To ratify the selection of Ernst & Young LLP as the | F | F | |
company’s independent registered public accounting firm | ||||
for the year ending December 31, 2006. | ||||
3 | To approve the 2006 equity incentive plan. | F | F | |
4 | To approve the material terms of the 2006 restated senior | F | F | |
executive annual incentive plan. | ||||
The Board of Directors recommends | ||||
a vote “against” item 5 | ||||
5 | To vote on a shareholder proposal to request the directors | A | A | |
to redeem the outstanding rights under the company’s rights agreement, and to require shareholder ratification of any future rights agreement. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | American Express |
TICKER SYMBOL: | AXP |
CUSIP NUMBER: | 025816109 |
MEETING DATE: | 4/24/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | The selection of PricewaterhouseCoopers LLP as our | F | F | |
independent registered public accountants for 2006. | ||||
3 | A shareholder proposal relating to stock options | A | A | |
4 | A shareholder proposal relating to majority voting for | A | A | |
Directors. | ||||
5 | A shareholder proposal relating to the company’s | A | A | |
employment policies | ||||
6 | A shareholder proposal relating to reimbursement of | A | A | |
expenses for certain shareholder-nominated director | ||||
candidates. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | L-3 Communications Holdings |
TICKER SYMBOL: | LLL |
CUSIP NUMBER: | 502424104 |
MEETING DATE: | 4/25/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Appointment of PricewaterhouseCoopers LLP as | F | F | |
independent registered public accounting firm. | ||||
3 | Approval of an amendment to the L-3 Communications | F | F | |
Corporation employee stock purchase plan. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Praxair, Inc. |
TICKER SYMBOL: | PX |
CUSIP NUMBER: | 74005P104 |
MEETING DATE: | 4/25/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Proposal to approve an amendment to the Praxair, Inc. | F | N/A | |
certificate of incorporation to declassify the Board. | ||||
Note: The Board makes no recommendation for proposal 2 | ||||
3 | Proposal to re-approve performance goals under Praxair’s | F | F | |
Section 162(M) plan. | ||||
4 | Proposal to ratify the appointment of the independent | F | F | |
auditor. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | General Electric |
TICKER SYMBOL: | GE |
CUSIP NUMBER: | 369604103 |
MEETING DATE: | 4/26/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
A | Election of Directors | F | F | |
B | Ratification of selection of independent auditor | F | F | |
The Board of Directors recommends a vote “against” | ||||
Shareholder proposals 1 through 6 | ||||
1 | Cumulative voting | A | A | |
2 | Curb over-extended directors | A | A | |
3 | One director from the ranks of retirees | A | A | |
4 | Independent board chairman | A | A | |
5 | Director election majority vote standard | A | A | |
6 | Report on global warming science | A | A |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Stryker Corporation |
TICKER SYMBOL: | SYK |
CUSIP NUMBER: | 863667101 |
MEETING DATE: | 4/26/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To consider and act upon approval of the 2006 long-term | F | F | |
incentive plan. | ||||
3 | To ratify the appointment of Ernst & Young LLP as | F | F | |
independent auditors for 2006. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Apple Computer |
TICKER SYMBOL: | AAPL |
CUSIP NUMBER: | 037833100 |
MEETING DATE: | 4/27/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To ratify the appointment of KPMG LLP as independent | F | F | |
auditors of the company for fiscal year 2006. | ||||
3 | To consider a shareholder proposal if properly presented | A | A | |
at the meeting |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | UnitedHealth Group, Inc. |
TICKER SYMBOL: | UNH |
CUSIP NUMBER: | 91324P102 |
MEETING DATE: | 5/2/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of Deloitte & Touche LLP as independent | F | F | |
registered public accounting firm for the fiscal year ending December 31, 2006. | ||||
3 | Shareholder proposal concerning Director election majority | A | A | |
vote standard. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Expeditors Int’l of WA |
TICKER SYMBOL: | EXPD |
CUSIP NUMBER: | 302130109 |
MEETING DATE: | 5/3/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Approval of the 2006 stock option plan as described in the | F | F | |
company’s proxy statement dated March 31, 2006. | ||||
3 | Approval of appointment of KPMG LLP as the company’s | F | F | |
independent registered public accounting firm. | ||||
4 | Shareholder proposal to amend the company’s equal | A | A | |
employment opportunity policy. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | PepsiCo, Inc. |
TICKER SYMBOL: | PEP |
CUSIP NUMBER: | 713448108 |
MEETING DATE: | 5/3/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Approval of independent registered public accountants | F | F | |
The Board of Directors recommends a vote | ||||
“against” items no. 3 and 4. | ||||
3 | Shareholder proposal - political contributions | A | A | |
4 | Shareholder proposal - charitable contributions | A | A |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Pentair, Inc. |
TICKER SYMBOL: | PNR |
CUSIP NUMBER: | 709631105 |
MEETING DATE: | 5/4/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of appointment of Deloitte & touché LLP as | F | F | |
independent registered public accounting firm of the | ||||
company for 2006. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Quest Diagnostics, Inc. |
TICKER SYMBOL: | DGX |
CUSIP NUMBER: | 74834L100 |
MEETING DATE: | 5/4/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Proposal to ratify the selection of PricewaterhouseCoopers | F | F | |
LLP as our independent registered public accounting firm for 2006. | ||||
3 | Proposal to approve an amendment to the charter to | F | F | |
increase the number of authorized shares of common stock to 600 million. | ||||
4 | Proposal to approve the amended employee stock purchase | F | F | |
plan. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Teva Pharmaceutical Industries |
TICKER SYMBOL: | TEVA |
CUSIP NUMBER: | 881624209 |
MEETING DATE: | 5/4/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | To receive and discuss the company’s consolidated balance sheet | F | F | |
as of December 31, 2005 and the consolidated statements of income for the year then ended. | ||||
2 | To approve the Board of Directors’ recommendation that the cash | F | F | |
dividend for the year ended December 31, 2005 be declared final. | ||||
3 | To appoint Prof. Gabriela Shalev as a statutory independent | F | F | |
Director for an additional term of three years. | ||||
4A | To elect the following Director to serve for a three-year term: | F | F | |
Dr. Philip Frost | ||||
4B | To elect the following Director to serve for a three-year term: | F | F | |
Carlo Salvi | ||||
4C | To elect the following Director to serve for a three-year term: | F | F | |
David Shamir | ||||
5 | To approve the purchase of Director’s and officer’s liability | F | F | |
insurance for the Directors and officers of the company. | ||||
6 | To approve an amendment to section 60(E) of the company’s articles | F | F | |
of association. | ||||
7 | To approve an increase in the remuneration paid to the Directors of the | F | F | |
Company (other than the chairman of the Board). | ||||
8 | To appoint Kesselman & Kesselman, as the independent registered | F | F | |
public accounting firm and determine their compensation. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | 3M Co. |
TICKER SYMBOL: | MMM |
CUSIP NUMBER: | 88579Y101 |
MEETING DATE: | 5/9/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of the appointment of PricewaterhouseCoopers | F | F | |
LLP as 3M’s independent registered public accounting firm. | ||||
3 | Proposal to amend the certificate of incorporation to | F | F | |
authorize the annual election of Directors. | ||||
The Board of Directors recommends a vote “for” proposals 2 and 3 and “against” proposals 4, 5, and 6 below: | ||||
4 | Stockholder proposal regarding executive compensation | A | A | |
5 | Stockholder proposal regarding 3M’s animal welfare | A | A | |
policy | ||||
6 | Stockholder proposal regarding 3M’s business operations | A | A | |
in China |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Amgen Inc. |
TICKER SYMBOL: | AMGN |
CUSIP NUMBER: | 031162100 |
MEETING DATE: | 5/10/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To ratify the selection of Ernst & Young LLP as the | F | F | |
company’s independent registered public accountants for | ||||
the ending December 31, 2006. | ||||
3A | Stockholder proposal #1 (Stock retention guidelines). | A | A | |
3B | Stockholder proposal #2 (Executive compensation). | A | A | |
3C | Stockholder proposal #3 (Shareholder rights plans). | A | A | |
3D | Stockholder proposal #4 (Animal welfare policy). | A | A | |
3E | Stockholder proposal #5 (Majority elections). | A | A | |
3F | Stockholder proposal #6 (Corporate political | F | F | |
contributions). |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | CVS Corp. |
TICKER SYMBOL: | CVS |
CUSIP NUMBER: | 126650100 |
MEETING DATE: | 5/11/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Proposal to ratify the appointment of KPMG LLP as CVS’ | F | F | |
independent registered public accounting firm for the fiscal year ending December 30, 2006. | ||||
3 | Stockholder proposal regarding election of Directors | A | A | |
4 | Stockholder proposal regarding retirement benefits of | A | A | |
certain senior executives. | ||||
5 | Stockholder proposal regarding independence of the | A | A | |
Chairman of the Board | ||||
6 | Stockholder proposal regarding the formulation of | A | A | |
cosmetics sold at CVS. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Google, Inc. |
TICKER SYMBOL: | GOOG |
CUSIP NUMBER: | 38259P508 |
MEETING DATE: | 5/11/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of appointment of Ernst & Young LLP as | F | F | |
independent auditors of Google, Inc. for the fiscal year ending December 31, 2006. | ||||
3 | Approval of an amendment to Google’s 2004 stock plan to | F | F | |
increase the number of authorized shares of Class A common stock issuable under the 2004 stock plan from 13,431,660 to 17,931,660. | ||||
The Board of Directors recommends a | ||||
vote “against” proposal 4. | ||||
4 | Stockholder proposal to request that the Board of Directors | A | A | |
take the steps that may be necessary to adopt a recapitalization plan that would provide for all of the company’s outstanding stock to have one vote per share. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Ecolab, Inc. |
TICKER SYMBOL: | ECL |
CUSIP NUMBER: | 278865100 |
MEETING DATE: | 5/12/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratify appointment of PricewaterhouseCoopers LLP as | F | F | |
independent registered accounting firm. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | WellPoint, Inc |
TICKER SYMBOL: | WLP |
CUSIP NUMBER: | 94973V107 |
MEETING DATE: | 5/16/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To approve the proposed WellPoint 2006 incentive | F | F | |
compensation plan. | ||||
3 | To ratify the appointment of Ernst & Young LLP as the | F | F | |
independent registered public accounting firm for the company for 2006. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | American Int’l Group |
TICKER SYMBOL: | AIG |
CUSIP NUMBER: | 026874107 |
MEETING DATE: | 5/17/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of the selection of PricewaterhouseCoopers | F | F | |
LLP as AIG’s independent registered public accounting firm for 2006. | ||||
3 | Adoption of an executive incentive plan. | F | F |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Seagate Technology |
TICKER SYMBOL: | STX |
CUSIP NUMBER: | G7945J104 |
MEETING DATE: | 5/17/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Proposal to approve the issuance of Seagate common | F | F | |
shares pursuant to the agreement and plan of merger, dated as of December 20, 2005 (as amended, supplemented or modified from time to time, the “merger agreement”) by and among Seagate Technology, MD Merger Corporation and Maxtor Corporation. | ||||
2 | Proposal to approve adjournment of the extraordinary | F | F | |
general meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes at the time of the extraordinary general meeting to approve the issuance of Seagate common shares in the merger. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Fiserv, Inc. |
TICKER SYMBOL: | FISV |
CUSIP NUMBER: | 337738108 |
MEETING DATE: | 5/24/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of the selection of Deloitte & Touché LLP as | F | F | |
the registered independent public accounting firm of Fiserv, Inc. for 2006. | ||||
3 | Shareholder proposal regarding the vote standard for | A | A | |
Director election. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Cognizant Tech Solutions |
TICKER SYMBOL: | CTSH |
CUSIP NUMBER: | 192446102 |
MEETING DATE: | 6/13/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | To amend and restate our 1999 incentive compensation | F | F | |
plan, as amended (the “incentive plan”), to (I) increase the maximum number or shares of Class A common stock, and (II) re-approve the series of performance criteria which may be utilized in establishing specific targets to be attained as a condition to the vesting of cash or stock awards under the incentive plan. | ||||
3 | To amend our restated Certificate of Incorporation, as | F | F | |
amended, to increase the maximum number of authorized shares of the company’s stock, all classes, from 340,000,000 authorized shares, consisting of (I) 325,000,000 shares of Class A common stock, and (II) 15,000,000 shares of preferred stock, to 515,000,000 authorized shares. | ||||
4 | To ratify the appointment of PricewaterhouseCoopers LLP | F | F | |
as our independent public accounting firm for the year ending December 31 2006. |
BADGLEY BALANCED FUND
PROXY COMMITTEE
COMPANY NAME: | Michaels Stores, Inc. |
TICKER SYMBOL: | MIK |
CUSIP NUMBER: | 594087108 |
MEETING DATE: | 6/20/06 |
PROXY STATEMENT: | On file |
VOTE (F/A) | ||||
NO. | ISSUES | BP&B | MGMT | |
1 | Election of Directors | F | F | |
2 | Ratification of the audit committee’s selection of Ernst & | F | F | |
Young LLP as our independent registered public accounting firm for fiscal 2006. |
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) Badgley Funds, Inc.
By (Signature and Title) _________________________________________
J. Kevin Callaghan, President
Principal Executive Officer
Date________________________________________________________