Morgan Stanley Dividend Growth Securities Inactive
Filed: 25 Aug 05, 12:00am
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-3128 -------------------------------------------- Morgan Stanley Dividend Growth Securities Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 1221 Avenue of the Americas, New York, New York 10020 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Amy Doberman Esq Managing Director Morgan Stanley Investment Advisors Inc. 1221 Avenue of the Americas New York, New York 10020 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 800-869-6397 ---------------------------- Date of fiscal year end: 2/28 ----------------------- Date of reporting period: 7/1/04 - 6/30/05 ---------------------- ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-03128 Reporting Period: 07/01/2004 - 06/30/2005 Morgan Stanley Dividend Growth Securities, Inc. ======================= DIVIDEND GROWTH SECURITIES INC. ======================== 3M CO Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 10, 2005 Meeting Type: Annual Record Date: MAR 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Vance D. Coffman For For Management 1.2 Elect Director Rozanne L. Ridgway For For Management 1.3 Elect Director Louis W. Sullivan For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Eliminate Animal Testing Against Against Shareholder 5 Implement China Principles Against Against Shareholder - -------------------------------------------------------------------------------- ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 22, 2005 Meeting Type: Annual Record Date: FEB 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R.S. Austin For For Management 1.2 Elect Director W.S. Daley For For Management 1.3 Elect Director H.L. Fuller For For Management 1.4 Elect Director R.A. Gonzalez For For Management 1.5 Elect Director J.M. Greenberg For For Management 1.6 Elect Director J.M. Leiden For For Management 1.7 Elect Director D.A.L. Owen For For Management 1.8 Elect Director B. Powell Jr. For For Management 1.9 Elect Director A.B. Rand For For Management 1.10 Elect Director W.A. Reynolds For For Management 1.11 Elect Director R.S. Roberts For For Management 1.12 Elect Director W.D. Smithburg For For Management 1.13 Elect Director J.R. Walter For For Management 1.14 Elect Director M.D. White For For Management 2 Ratify Auditors For For Management 3 Link Executive Compensation to Government Against Against Shareholder Fines 4 Performance- Based/Indexed Options Against Against Shareholder 5 Eliminate Animal Testing Against Against Shareholder 6 Report on Political Contributions Against Against Shareholder 7 Report on Operational Imact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic 8 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- AFLAC INCORPORATED Ticker: AFL Security ID: 001055102 Meeting Date: MAY 2, 2005 Meeting Type: Annual Record Date: FEB 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel P. Amos For For Management 1.2 Elect Director John Shelby Amos II For For Management 1.3 Elect Director Michael H. Armacost For For Management 1.4 Elect Director Kriss Cloninger III For For Management 1.5 Elect Director Joe Frank Harris For For Management 1.6 Elect Director Elizabeth J. Hudson For For Management 1.7 Elect Director Kenneth S. Janke Sr. For For Management 1.8 Elect Director Douglas W. Johnson For For Management 1.9 Elect Director Robert B. Johnson For For Management 1.10 Elect Director Charles B. Knapp For For Management 1.11 Elect Director Hidefumi Matsui For For Management 1.12 Elect Director E. Stephen Purdom, M.D. For For Management 1.13 Elect Director Barbara K. Rimer, Ph.D. For For Management 1.14 Elect Director Marvin R. Schuster For For Management 1.15 Elect Director David Gary Thompson For For Management 1.16 Elect Director Tohru Tonoike For For Management 1.17 Elect Director Robert L. Wright For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALCOA INC. Ticker: AA Security ID: 013817101 Meeting Date: APR 22, 2005 Meeting Type: Annual Record Date: JAN 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph T. Gorman For For Management 1.2 Elect Director Klaus Kleinfeld For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMGEN, INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dr. David Baltimore For For Management 1.2 Elect Director Ms. Judith C. Pelham For For Management 1.3 Elect Director Mr. Kevin W. Sharer For For Management 2 Ratify Auditors For For Management 3 Eliminate Animal Testing Against Against Shareholder 4 Review/Limit Executive Compensation Against Against Shareholder 5 Adopt Retention Ratio for Executives Against Against Shareholder - -------------------------------------------------------------------------------- APPLE COMPUTER, INC. Ticker: AAPL Security ID: 037833100 Meeting Date: APR 21, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Fred D. Anderson For For Management 1.2 Elect Director William V. Campbell For For Management 1.3 Elect Director Millard S. Drexler For For Management 1.4 Elect Director Albert A. Gore, Jr. For For Management 1.5 Elect Director Steven P. Jobs For For Management 1.6 Elect Director Arthur D. Levinson For For Management 1.7 Elect Director Jerome B. York For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Ratify Auditors For For Management 6 Performance- Based/Indexed Options Against Against Shareholder - -------------------------------------------------------------------------------- AVON PRODUCTS, INC. Ticker: AVP Security ID: 054303102 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 16, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Fred Hassan For For Management 1.2 Elect Director Ann S. Moore For For Management 1.3 Elect Director Lawrence A. Weinbach For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Disclose Charitable Contributions and Against Against Shareholder Fundraising Efforts 6 Reformulate Products to Remove Chemicals Against Against Shareholder Banned by EU - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director Charles W. Coker For For Management 1.3 Elect Director John T. Collins For For Management 1.4 Elect Director Gary L. Countryman For Withhold Management 1.5 Elect Director Paul Fulton For For Management 1.6 Elect Director Charles K. Gifford For For Management 1.7 Elect Director W. Steven Jones For For Management 1.8 Elect Director Kenneth D. Lewis For For Management 1.9 Elect Director Walter E. Massey For For Management 1.10 Elect Director Thomas J. May For For Management 1.11 Elect Director Patricia E. Mitchell For For Management 1.12 Elect Director Edward L. Romero For For Management 1.13 Elect Director Thomas M. Ryan For For Management 1.14 Elect Director O. Temple Sloan, Jr. For For Management 1.15 Elect Director Meredith R. Spangler For For Management 1.16 Elect Director Robert L. Tillman For For Management 1.17 Elect Director Jackie M. Ward For For Management 2 Ratify Auditors For For Management 3 Report on Political Contributions Against Against Shareholder 4 Director Nominee Amendment Against Against Shareholder - -------------------------------------------------------------------------------- BP PLC (FORM. BP AMOCO PLC ) Ticker: BP. Security ID: 055622104 Meeting Date: APR 14, 2005 Meeting Type: Annual Record Date: FEB 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dr D C Allen For For Management 1.2 Elect Director Lord Browne For For Management 1.3 Elect Director Mr J H Bryan For For Management 1.4 Elect Director Mr A Burgmans For For Management 1.5 Elect Director Mr I C Conn For For Management 1.6 Elect Director Mr E B Davis, Jr For For Management 1.7 Elect Director Mr D J Flint For For Management 1.8 Elect Director Dr B E Grote For For Management 1.9 Elect Director Dr A B Hayward For For Management 1.10 Elect Director Dr D S Julius For For Management 1.11 Elect Director Sir Tom Mckillop For For Management 1.12 Elect Director Mr J A Manzoni For For Management 1.13 Elect Director Dr W E Massey For For Management 1.14 Elect Director Mr H M P Miles For For Management 1.15 Elect Director Sir Ian Prosser For For Management 1.16 Elect Director Mr M H Wilson For For Management 1.17 Elect Director Mr P D Sutherland For For Management 2 Ratify Auditors For For Management 3 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For For Management SPECIFIED AMOUNT 4 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO For For Management ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS 5 SPECIAL RESOLUTION: TO GIVE LIMITED For For Management AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY 6 TO APPROVE THE DIRECTORS REMUNERATION For For Management REPORT 7 TO APPROVE THE RENEWAL OF EXECUTIVE For For Management DIRECTORS INCENTIVE PLAN 8 TO RECEIVE THE DIRECTORS ANNUAL REPORT For For Management AND THE ACCOUNTS - -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB CO. Ticker: BMY Security ID: 110122108 Meeting Date: MAY 3, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director V.D. Coffman For For Management 1.2 Elect Director J.M. Cornelius For For Management 1.3 Elect Director P.R. Dolan For For Management 1.4 Elect Director E.V. Futter For For Management 1.5 Elect Director L.V. Gershtner, Jr. For For Management 1.6 Elect Director L. Johansson For For Management 1.7 Elect Director L.W. Sullivan For For Management 2 Ratify Auditors For For Management 3 Amend Articles to Eliminate Certain For For Management Supermajority Vote Requirements 4 Report on Political Contributions Against Against Shareholder 5 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic 6 Eliminate Animal Testing Against Against Shareholder 7 Separate Chairman and CEO Positions Against Against Shareholder 8 Proposal Regarding Restatement Situations Against Against Shareholder 9 Limit/Prohibit Awards to Executives Against Against Shareholder 10 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- BURLINGTON NORTHERN SANTA FE CORP. Ticker: BNI Security ID: 12189T104 Meeting Date: APR 20, 2005 Meeting Type: Annual Record Date: FEB 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A.L. Boeckmann For For Management 1.2 Elect Director V.S. Martinez For Withhold Management 1.3 Elect Director M.F. Racicot For Withhold Management 1.4 Elect Director R.S. Roberts For For Management 1.5 Elect Director M.K. Rose For For Management 1.6 Elect Director M.J. Shapiro For For Management 1.7 Elect Director J.C. Watts, Jr. For For Management 1.8 Elect Director R.H. West For For Management 1.9 Elect Director J.S. Whisler For For Management 1.10 Elect Director E.E. Whitacre, Jr. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CAREMARK RX, INC. Ticker: CMX Security ID: 141705103 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 29, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edwin M. Crawford For For Management 1.2 Elect Director Kristen Gibney Williams For For Management 1.3 Elect Director Edward L. Hardin For For Management 2 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 18, 2004 Meeting Type: Annual Record Date: SEP 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director M. Michele Burns For For Management 1.3 Elect Director Larry R. Carter For For Management 1.4 Elect Director John T. Chambers For For Management 1.5 Elect Director Dr. James F. Gibbons For For Management 1.6 Elect Director Dr. John L. Hennessy For For Management 1.7 Elect Director Roderick C. McGeary For For Management 1.8 Elect Director James C. Morgan For For Management 1.9 Elect Director John P. Morgridge For For Management 1.10 Elect Director Donald T. Valentine For For Management 1.11 Elect Director Steven M. West For For Management 1.12 Elect Director Jerry Yang For For Management 2 Ratify Auditors For For Management 3 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 19, 2005 Meeting Type: Annual Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Michael Armstrong For For Management 1.2 Elect Director Alain J.P. Belda For For Management 1.3 Elect Director George David For For Management 1.4 Elect Director Kenneth T. Derr For For Management 1.5 Elect Director John M. Deutch For For Management 1.6 Elect Director Roberto Hernandez Ramirez For For Management 1.7 Elect Director Ann Dibble Jordan For For Management 1.8 Elect Director Klaus Kleinfeld For For Management 1.9 Elect Director Dudley C. Mecum For For Management 1.10 Elect Director Anne Mulcahy For For Management 1.11 Elect Director Richard D. Parsons For For Management 1.12 Elect Director Charles Prince For For Management 1.13 Elect Director Judith Rodin For For Management 1.14 Elect Director Robert E. Rubin For For Management 1.15 Elect Director Franklin A. Thomas For For Management 1.16 Elect Director Sanford I. Weill For For Management 1.17 Elect Director Robert B. Willumstad For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Limit/Prohibit Awards to Executives Against Against Shareholder 5 Report on Political Contributions Against Against Shareholder 6 Prohibit Chairman From Management Duties, Against For Shareholder Titles or Responsibilities 7 Limit Executive Compensation Against Against Shareholder 8 Require a Majority Vote for the Election Against For Shareholder of Directors 9 Review/Limit Executive Compensation Against Against Shareholder 10 Adopt Simple Majority Vote Against For Shareholder - -------------------------------------------------------------------------------- COCA-COLA COMPANY, THE Ticker: KO Security ID: 191216100 Meeting Date: APR 19, 2005 Meeting Type: Annual Record Date: FEB 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert A. Allen For For Management 1.2 Elect Director Ronald W. Allen For For Management 1.3 Elect Director Cathleen P. Black For For Management 1.4 Elect Director Warren E. Buffett For For Management 1.5 Elect Director Barry Diller For For Management 1.6 Elect Director E. Neville Isdell For For Management 1.7 Elect Director Donald R. Keough For For Management 1.8 Elect Director Maria Elena Lagomasino For For Management 1.9 Elect Director Donald F. McHenry For For Management 1.10 Elect Director Sam Nunn For For Management 1.11 Elect Director J. Pedro Reinhard For For Management 1.12 Elect Director James D. Robinson III For For Management 1.13 Elect Director Peter V. Ueberroth For For Management 1.14 Elect Director James B. Williams For For Management 2 Ratify Auditors For For Management 3 Review Labor Rights in Columbia Against Against Shareholder 4 Performance- Based/Indexed Options Against Against Shareholder 5 Submit Severance Agreement to Shareholder Against Against Shareholder Vote - -------------------------------------------------------------------------------- COMERICA INC. Ticker: CMA Security ID: 200340107 Meeting Date: MAY 17, 2005 Meeting Type: Annual Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph J. Buttigieg, III For For Management 1.2 Elect Director J. Philip DiNapoli For For Management 1.3 Elect Director Roger Fridholm For For Management 1.4 Elect Director Alfred A. Piergallini For For Management 1.5 Elect Director Patricia M. Wallington For For Management 1.6 Elect Director Gail L. Warden For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CVS CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Don Cornwell For For Management 1.2 Elect Director Thomas P. Gerrity For For Management 1.3 Elect Director Stanley P. Goldstein For For Management 1.4 Elect Director Marian L. Heard For For Management 1.5 Elect Director William H. Joyce For Withhold Management 1.6 Elect Director Terrence Murray For For Management 1.7 Elect Director Sheli Z. Rosenberg For For Management 1.8 Elect Director Thomas M. Ryan For For Management 1.9 Elect Director Alfred J. Verrecchia For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against Against Shareholder of Directors 4 Performance- Based/Indexed Options Against Against Shareholder 5 Review/Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- DEERE & CO. Ticker: DE Security ID: 244199105 Meeting Date: FEB 23, 2005 Meeting Type: Annual Record Date: DEC 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John R. Block For For Management 1.2 Elect Director T. Kevin Dunnigan For For Management 1.3 Elect Director Dipak C. Jain For For Management 1.4 Elect Director Joachim Milberg For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DELL INC. Ticker: DELL Security ID: 24702R101 Meeting Date: JUL 16, 2004 Meeting Type: Annual Record Date: MAY 21, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald J. Carty For For Management 1.2 Elect Director Michael S. Dell For For Management 1.3 Elect Director William H. Gray, III For For Management 1.4 Elect Director Judy C. Lewent For For Management 1.5 Elect Director Thomas W. Luce, III For For Management 1.6 Elect Director Klaus S. Luft For For Management 1.7 Elect Director Alex J. Mandl For For Management 1.8 Elect Director Michael A. Miles For For Management 1.9 Elect Director Samuel A. Nunn, Jr. For For Management 1.10 Elect Director Kevin B. Rollins For For Management 2 Ratify Auditors For For Management 3 Expense Stock Options Against For Shareholder - -------------------------------------------------------------------------------- DOW CHEMICAL COMPANY, THE Ticker: DOW Security ID: 260543103 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jacqueline K. Barton For For Management 1.2 Elect Director Anthony J. Carbone For For Management 1.3 Elect Director Barbara H. Franklin For For Management 1.4 Elect Director Andrew N. Liveris For For Management 1.5 Elect Director Harold T. Shapiro For For Management 2 Ratify Auditors For For Management 3 Report on Persistent Bioaccumulative and Against Against Shareholder Toxic Chemicals - -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 25, 2005 Meeting Type: Annual Record Date: APR 6, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Boskin For For Management 1.2 Elect Director William W. George For For Management 1.3 Elect Director James R. Houghton For For Management 1.4 Elect Director William R. Howell For For Management 1.5 Elect Director Reatha Clark King For For Management 1.6 Elect Director Philip E. Lippincott For For Management 1.7 Elect Director Henry A. McKinnell, Jr. For For Management 1.8 Elect Director Marilyn Carlson Nelson For For Management 1.9 Elect Director Lee R. Raymond For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director Rex W. Tillerson For For Management 2 Ratify Auditors For For Management 3 Political Contributions/Activities Against Against Shareholder 4 Review/Limit Executive Compensation Against Against Shareholder 5 Nominate Independent Directors with Against Against Shareholder Industry Experience 6 Report on Payments to Indonesian Military Against Against Shareholder 7 Adopt Policy Prohibiting Discrimination Against Against Shareholder based on Sexual Orientation 8 Report on Potential Damage of Drilling in Against Against Shareholder Protected Regions 9 Disclose Information Supporting the Against Against Shareholder Company Position on Climate Change 10 Report on Company Policies for Compliance Against Against Shareholder with the Kyoto Protocol - -------------------------------------------------------------------------------- FIRST DATA CORP. Ticker: FDC Security ID: 319963104 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alison Davis For For Management 1.2 Elect Director James D. Robinson III For For Management 1.3 Elect Director Bernard L. Schwartz For For Management 1.4 Elect Director Arthur F. Weinbach For For Management 2 Amend Qualified Employee Stock Purchase For For Management Plan 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management 5 Report on Outsourcing Against Against Shareholder 6 Amend Director/Officer Against Against Shareholder Liability/Indemnifications Provisions - -------------------------------------------------------------------------------- FISHER SCIENTIFIC INTERNATIONAL INC. Ticker: FSH Security ID: 338032204 Meeting Date: MAY 6, 2005 Meeting Type: Annual Record Date: MAR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rosanne F. Coppola For For Management 1.2 Elect Director Bruce L. Koepfgen For For Management 1.3 Elect Director Paul M. Meister For For Management 1.4 Elect Director W. Clayton Stephens For For Management 1.5 Elect Director Richard W. Vieser For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FPL GROUP, INC. Ticker: FPL Security ID: 302571104 Meeting Date: MAY 20, 2005 Meeting Type: Annual Record Date: MAR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Director H. Jesse Arnelle For For Management 1.2 Elect Director Director Sherry S. Barrat For For Management 1.3 Elect Director Director Robert M. Beall, For For Management II 1.4 Elect Director Director J. Hyatt Brown For Withhold Management 1.5 Elect Director Director James L. Camaren For For Management 1.6 Elect Director Director Lewis Hay, III For For Management 1.7 Elect Director Director Rudy E. Schupp For For Management 1.8 Elect Director Director Michael H. For For Management Thaman 1.9 Elect Director Director Hansel E. For For Management Tookes, II 1.10 Elect Director Director Paul R. For For Management Tregurtha 1.11 Elect Director Director Frank G. Zarb For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James I. Cash, Jr. For For Management 1.2 Elect Director William M. Castell For For Management 1.3 Elect Director Dennis D. Dammerman For For Management 1.4 Elect Director Ann M. Fudge For For Management 1.5 Elect Director Claudio X. Gonzalez For For Management 1.6 Elect Director Jeffrey R. Immelt For For Management 1.7 Elect Director Andrea Jung For For Management 1.8 Elect Director Alan G. Lafley For For Management 1.9 Elect Director Ralph S. Larsen For For Management 1.10 Elect Director Rochelle B. Lazarus For For Management 1.11 Elect Director Sam Nunn For For Management 1.12 Elect Director Roger S. Penske For For Management 1.13 Elect Director Robert J. Swieringa For For Management 1.14 Elect Director Douglas A. Warner III For For Management 1.15 Elect Director Robert C. Wright For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Report on Nuclear Fuel Storage Risks Against Against Shareholder 5 Report on PCB Clean-up Costs Against Against Shareholder 6 Adopt Policy on Overboarded Directors Against Against Shareholder 7 Prepare a Sustainability Report Against Against Shareholder 8 Political Contributions/Activities Against Against Shareholder 9 Eliminate Animal Testing Against Against Shareholder - -------------------------------------------------------------------------------- GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: APR 6, 2005 Meeting Type: Annual Record Date: FEB 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John H. Bryan For For Management 1.2 Elect Director Stephen Friedman For For Management 1.3 Elect Director William W. George For For Management 1.4 Elect Director Henry M. Paulson, Jr. For For Management 2 Declassify the Board of Directors For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HALLIBURTON CO. Ticker: HAL Security ID: 406216101 Meeting Date: MAY 18, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert L. Crandall For For Management 1.2 Elect Director Kenneth T. Derr For For Management 1.3 Elect Director S. Malcolm Gillis For For Management 1.4 Elect Director W.R. Howell For For Management 1.5 Elect Director Ray L. Hunt For For Management 1.6 Elect Director David J. Lesar For For Management 1.7 Elect Director J. Landis Martin For For Management 1.8 Elect Director Jay A. Precourt For For Management 1.9 Elect Director Debra L. Reed For For Management 2 Ratify Auditors For For Management 3 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote 4 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- HARLEY-DAVIDSON, INC. Ticker: HDI Security ID: 412822108 Meeting Date: APR 30, 2005 Meeting Type: Annual Record Date: MAR 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George H. Conrades For For Management 1.2 Elect Director Sara L. Levinson For For Management 1.3 Elect Director George L. Miles, Jr. For For Management 2 Approve/Amend Employee Incentive Bonus For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HOME DEPOT, INC. (THE) Ticker: HD Security ID: 437076102 Meeting Date: MAY 26, 2005 Meeting Type: Annual Record Date: MAR 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory D. Brenneman For For Management 1.2 Elect Director Richard H. Brown For For Management 1.3 Elect Director John L. Clendenin For For Management 1.4 Elect Director Berry R. Cox For For Management 1.5 Elect Director Claudio X. Gonzalez For Withhold Management 1.6 Elect Director Milledge A. Hart, III For For Management 1.7 Elect Director Bonnie G. Hill For For Management 1.8 Elect Director Laban P. Jackson, Jr. For For Management 1.9 Elect Director Lawrence R. Johnston For For Management 1.10 Elect Director Kenneth G. Langone For For Management 1.11 Elect Director Robert L. Nardelli For For Management 1.12 Elect Director Thomas J. Ridge For For Management 2 Ratify Auditors For For Management 3 Amend Nomination Procedures for the Board For Against Management 4 Approve Omnibus Stock Plan For For Management 5 Prepare Diversity Report Against Against Shareholder 6 Require a Majority Vote for the Election Against Against Shareholder of Directors 7 Limit Executive Compensation Against Against Shareholder 8 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote 9 Performance- Based/Indexed Options Against Against Shareholder 10 Performance- Based/Indexed Options Against Against Shareholder 11 Affirm Political Nonpartisanship Against Against Shareholder - -------------------------------------------------------------------------------- INTEL CORP. Ticker: INTC Security ID: 458140100 Meeting Date: MAY 18, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Craig R. Barrett For For Management 1.2 Elect Director Charlene Barshefsky For For Management 1.3 Elect Director E. John P. Browne For For Management 1.4 Elect Director D. James Guzy For For Management 1.5 Elect Director Reed E. Hundt For For Management 1.6 Elect Director Paul S. Otellini For For Management 1.7 Elect Director David S. Pottruck For For Management 1.8 Elect Director Jane E. Shaw For For Management 1.9 Elect Director John L. Thornton For For Management 1.10 Elect Director David B. Yoffie For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Ticker: IBM Security ID: 459200101 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cathleen Black For For Management 1.2 Elect Director Kenneth I. Chenault For For Management 1.3 Elect Director Juergen Dormann For For Management 1.4 Elect Director Michael L. Eskew For Withhold Management 1.5 Elect Director Carlos Ghosn For For Management 1.6 Elect Director Charles F. Knight For For Management 1.7 Elect Director Minoru Makihara For For Management 1.8 Elect Director Lucio A. Noto For For Management 1.9 Elect Director Samuel J. Palmisano For For Management 1.10 Elect Director Joan E. Spero For For Management 1.11 Elect Director Sidney Taurel For For Management 1.12 Elect Director Charles M. Vest For For Management 1.13 Elect Director Lorenzo H. Zambrano For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against Against Shareholder 4 Eliminate Age Discrimination in Against Against Shareholder Retirement Benefits 5 Calculate Executive Salary Without Regard Against Against Shareholder to Pension Income 6 Expense Stock Options Against For Shareholder 7 Report on Executive Compensation Against Against Shareholder 8 Report on Outsourcing Against Against Shareholder - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary Sue Coleman For For Management 1.2 Elect Director James G. Cullen For For Management 1.3 Elect Director Robert J. Darretta For For Management 1.4 Elect Director Michael M. E. Johns For For Management 1.5 Elect Director Ann Dibble Jordan For For Management 1.6 Elect Director Arnold G. Langbo For For Management 1.7 Elect Director Susan L. Lindquist For For Management 1.8 Elect Director Leo F. Mullin For For Management 1.9 Elect Director Christine A. Poon For For Management 1.10 Elect Director Steven S. Reinemund For For Management 1.11 Elect Director David Satcher For For Management 1.12 Elect Director William C. Weldon For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- JOHNSON CONTROLS, INC. Ticker: JCI Security ID: 478366107 Meeting Date: JAN 26, 2005 Meeting Type: Annual Record Date: NOV 18, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Natalie A. Black For For Management 1.2 Elect Director Robert A. Cornog For For Management 1.3 Elect Director William H. Lacy For For Management 1.4 Elect Director Stephen A. Roell For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 17, 2005 Meeting Type: Annual Record Date: MAR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Director Hans W. Becherer For For Management 1.2 Elect Director Director John H. Biggs For For Management 1.3 Elect Director Director Lawrence A. For For Management Bossidy 1.4 Elect Director Director Stephen B. Burke For For Management 1.5 Elect Director Director James S. Crown For For Management 1.6 Elect Director Director James Dimon For For Management 1.7 Elect Director Director Ellen V. Futter For For Management 1.8 Elect Director Director William H. Gray, For For Management III 1.9 Elect Director Director William B. For For Management Harrison, Jr 1.10 Elect Director Director Laban P. For For Management Jackson, Jr. 1.11 Elect Director Director John W. Kessler For For Management 1.12 Elect Director Director Robert I. Lipp For For Management 1.13 Elect Director Director Richard A. For For Management Manoogian 1.14 Elect Director Director David C. Novak For For Management 1.15 Elect Director Director Lee R. Raymond For For Management 1.16 Elect Director Director William C. For For Management Weldon 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Establish Term Limits for Directors Against Against Shareholder 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Limit Executive Compensation Against Against Shareholder 7 Adopt Executive Benefit Policy Against Against Shareholder - -------------------------------------------------------------------------------- JUNIPER NETWORKS, INC. Ticker: JNPR Security ID: 48203R104 Meeting Date: MAY 18, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William R. Hearst III For For Management 1.2 Elect Director Kenneth Goldman For For Management 1.3 Elect Director Frank Marshall For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- KEYCORP Ticker: KEY Security ID: 493267108 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward P. Campbell For For Management 1.2 Elect Director H. James Dallas For For Management 1.3 Elect Director Charles R. Hogan For For Management 1.4 Elect Director Lauralee E. Martin For For Management 1.5 Elect Director Bill R. Sanford For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LAS VEGAS SANDS CORP Ticker: LVS Security ID: 517834107 Meeting Date: JUN 9, 2005 Meeting Type: Annual Record Date: APR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles D. Forman For Withhold Management 1.2 Elect Director Irwin A. Siegel For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LEHMAN BROTHERS HOLDINGS INC. Ticker: LEH Security ID: 524908100 Meeting Date: APR 5, 2005 Meeting Type: Annual Record Date: FEB 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael L. Ainslie For For Management 1.2 Elect Director John F. Akers For For Management 1.3 Elect Director Richard S. Fuld, Jr. For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- LINCOLN NATIONAL CORP. Ticker: LNC Security ID: 534187109 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marcia J. Avedon,Ph.D. For For Management 1.2 Elect Director J. Patrick Barrett For For Management 1.3 Elect Director Michael F. Mee For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- MARVELL TECHNOLOGY GROUP LTD Ticker: MRVL Security ID: G5876H105 Meeting Date: JUN 10, 2005 Meeting Type: Annual Record Date: APR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kuo Wei 'Herbert' Chang For Withhold Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MAXIM INTEGRATED PRODUCTS, INC. Ticker: MXIM Security ID: 57772K101 Meeting Date: SEP 17, 2004 Meeting Type: Special Record Date: JUL 21, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- MBNA CORP. Ticker: KRB Security ID: 55262L100 Meeting Date: MAY 2, 2005 Meeting Type: Annual Record Date: FEB 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James H. Berick For Withhold Management 1.2 Elect Director Mary M. Boies For For Management 1.3 Elect Director Benjamin R. Civiletti For Withhold Management 1.4 Elect Director Bruce L. Hammonds For For Management 1.5 Elect Director William L. Jews For For Management 1.6 Elect Director Randolph D. Lerner For For Management 1.7 Elect Director Stuart L. Markowitz, M.D. For For Management 1.8 Elect Director William B. Milstead For For Management 1.9 Elect Director Thomas G. Murdough, Jr. For For Management 1.10 Elect Director Laura S. Unger For For Management 2 Ratify Auditors For For Management 3 Expense Stock Options Against For Shareholder 4 Performance- Based/Indexed Options Against For Shareholder - -------------------------------------------------------------------------------- MEDTRONIC, INC. Ticker: MDT Security ID: 585055106 Meeting Date: AUG 26, 2004 Meeting Type: Annual Record Date: JUL 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William R. Brody, M.D., For For Management Ph.D. 1.2 Elect Director Arthur D. Collins, Jr. For For Management 1.3 Elect Director Antonio M. Gotto, Jr., For For Management M.D., D. Phil. 2 Ratify Auditors For For Management 3 Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- MELLON FINANCIAL CORP. Ticker: MEL Security ID: 58551A108 Meeting Date: APR 19, 2005 Meeting Type: Annual Record Date: FEB 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ruth E. Bruch For For Management 1.2 Elect Director Steven G. Elliott For For Management 1.3 Elect Director Edmund F. Kelly For For Management 1.4 Elect Director Robert Mehrabian For For Management 1.5 Elect Director Wesley W. Von Schack For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MERRILL LYNCH & CO., INC. Ticker: MER Security ID: 590188108 Meeting Date: APR 22, 2005 Meeting Type: Annual Record Date: FEB 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jill K. Conway For For Management 1.2 Elect Director Heinz-Joachim Neuburger For For Management 1.3 Elect Director E. Stanley O'Neal For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Restricted For For Management Stock Plan 4 Provide for Cumulative Voting Against Against Shareholder 5 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 9, 2004 Meeting Type: Annual Record Date: SEP 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates III For For Management 1.2 Elect Director Steven A. Ballmer For For Management 1.3 Elect Director James I. Cash Jr., Ph.D. For For Management 1.4 Elect Director Raymond V. Gilmartin For For Management 1.5 Elect Director Ann McLaughlin Korologos For For Management 1.6 Elect Director David F. Marquardt For For Management 1.7 Elect Director Charles H. Noski For For Management 1.8 Elect Director Dr. Helmut Panke For For Management 1.9 Elect Director Jon A. Shirley For For Management 2 Amend Bundled Compensation Plans For For Management 3 Amend Bundled Compensation Plans For For Management 4 Amend Stock Option Plan For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MONSANTO CO. Ticker: MON Security ID: 61166W101 Meeting Date: JAN 20, 2005 Meeting Type: Annual Record Date: NOV 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John W. Bachmann For For Management 1.2 Elect Director William U. Parfet For Withhold Management 1.3 Elect Director George H. Poste For Withhold Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Report on Genetically Modified Organisms Against Against Shareholder 5 Report on Export of Hazardous Pesticides Against Against Shareholder 6 Adopt Human Rights Policy Against Against Shareholder 7 Eliminate Animal Testing Against Against Shareholder - -------------------------------------------------------------------------------- NORTHROP GRUMMAN CORP. Ticker: NOC Security ID: 666807102 Meeting Date: MAY 17, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Phillip Frost For For Management 1.2 Elect Director John B. Slaughter For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Amend Nonemployee Director Plan (Stock For For Management Awards in Lieu of Cash) 5 Adopt Simply Majority Vote Requirement Against Against Shareholder - -------------------------------------------------------------------------------- PAYCHEX, INC. Ticker: PAYX Security ID: 704326107 Meeting Date: OCT 6, 2004 Meeting Type: Annual Record Date: AUG 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director B. Thomas Golisano For For Management 1.2 Elect Director G. Thomas Clark For For Management 1.3 Elect Director David J. S. Flaschen For For Management 1.4 Elect Director Phillip Horsley For For Management 1.5 Elect Director Grant M. Inman For For Management 1.6 Elect Director J. Robert Sebo For For Management 1.7 Elect Director Joseph M. Tucci For For Management - -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 4, 2005 Meeting Type: Annual Record Date: MAR 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Akers For For Management 1.2 Elect Director Robert E. Allen For For Management 1.3 Elect Director Ray L. Hunt For For Management 1.4 Elect Director Arthur C. Martinez For For Management 1.5 Elect Director Indra K. Nooyi For For Management 1.6 Elect Director Steven S Reinemund For For Management 1.7 Elect Director Sharon P. Rockefeller For For Management 1.8 Elect Director James J. Schiro For For Management 1.9 Elect Director Franklin A. Thomas For For Management 1.10 Elect Director Cynthia M. Trudell For For Management 1.11 Elect Director Solomon D. Trujillo For For Management 1.12 Elect Director Daniel Vasella For For Management 2 Ratify Auditors For For Management 3 Report on Corporate Political Against Against Shareholder Contributions - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: MAR 2, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael S. Brown For For Management 1.2 Elect Director M. Anthony Burns For For Management 1.3 Elect Director Robert N. Burt For For Management 1.4 Elect Director W. Don Cornwell For For Management 1.5 Elect Director William H. Gray III For For Management 1.6 Elect Director Constance J. Horner For For Management 1.7 Elect Director William R. Howell For For Management 1.8 Elect Director Stanley O. Ikenberry For For Management 1.9 Elect Director George A. Lorch For For Management 1.10 Elect Director Henry A. McKinnell For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director Ruth J. Simmons For For Management 1.13 Elect Director William C. Steere, Jr. For For Management 1.14 Elect Director Jean-Paul Valles For For Management 2 Ratify Auditors For For Management 3 Establish Term Limits for Directors Against Against Shareholder 4 Report on Pharmaceutical Price Restraint Against Against Shareholder 5 Review and Report on Drug Reimportation Against Against Shareholder Policy 6 Report on Political Contributions Against Against Shareholder 7 Report on Product Availability in Canada Against Against Shareholder 8 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- PITNEY BOWES INC. Ticker: PBI Security ID: 724479100 Meeting Date: MAY 9, 2005 Meeting Type: Annual Record Date: MAR 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Critelli For For Management 1.2 Elect Director Michael I. Roth For For Management 1.3 Elect Director Robert E. Weissman For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 12, 2004 Meeting Type: Annual Record Date: JUL 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. Kerry Clark For For Management 1.2 Elect Director Joseph T. Gorman For For Management 1.3 Elect Director Lynn M. Martin For For Management 1.4 Elect Director Ralph Snyderman, M.D. For For Management 1.5 Elect Director Robert D. Storey For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Declassify the Board of Directors Against For Management 5 Implement/ Report on Animal Welfare Against Against Shareholder Standards - -------------------------------------------------------------------------------- PROGRESSIVE CORP., THE Ticker: PGR Security ID: 743315103 Meeting Date: APR 15, 2005 Meeting Type: Annual Record Date: FEB 17, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles A. Davis For For Management 1.2 Elect Director Bernadine P. Healy For For Management 1.3 Elect Director Jeffrey D. Kelly For For Management 2 Authorize Board to Fill Vacancies For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- QUALCOMM INC. Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 8, 2005 Meeting Type: Annual Record Date: JAN 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert E. Kahn For For Management 1.2 Elect Director Duane A. Nelles For Withhold Management 1.3 Elect Director Brent Scowcroft For For Management 2 Declassify the Board of Directors and For For Management Eliminate Cumulative Voting 3 Increase Authorized Common Stock For For Management 4 Amend Articles For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SAP AG Ticker: SAPQY Security ID: 803054204 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: APR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 RESOLUTION ON THE APPROPRIATION OF THE For For Management RETAINED EARNINGS OF THE FISCAL YEAR 2004 2 RESOLUTION ON THE FORMAL APPROVAL OF THE For For Management ACTS OF THE EXECUTIVE BOARD IN THE FISCAL YEAR 2004 3 RESOLUTION ON THE FORMAL APPROVAL OF THE For For Management ACTS OF THE SUPERVISORY BOARD IN THE FISCAL YEAR 2004 4 Ratify Auditors For For Management 5 ELECTION OF MEMBERS OF THE SUPERVISORY For For Management BOARD 6 RESOLUTION ON THE ADJUSTMENT OF THE For For Management AMOUNTS AND FIGURES STATED IN SECTION 4 (1) OF THE ARTICLES OF ASSOCIATION (CAPITAL STOCK) 7 RESOLUTION ON THE CANCELLATION OF For For Management CONTINGENT CAPITAL IIA AND ON THE DELETION OF SECTION 4 (5) OF THE ARTICLES OF ASSOCIATION 8 REDUCTION OF CONTINGENT CAPITAL IIIA AND For For Management ADJUSTMENT OF THE AMOUNTS AND FIGURES STATED IN SECTION 4 (7) OF THE ARTICLES 9 RESOLUTION ON THE AMENDMENT OF SECTION 1 For For Management (1) OF THE ARTICLES OF ASSOCIATION (CORPORATE NAME) 10 RESOLUTION ON THE ADJUSTMENT OF THE For For Management ARTICLES OF ASSOCIATION TO REFLECT THE PROVISIONS OF THE GERMAN ACT 11 CANCELLATION OF AUTHORIZED CAPITAL I AND For For Management CREATION OF A NEW AUTHORIZED CAPITAL I 12 CANCELLATION OF AUTHORIZED CAPITAL II AND For For Management CREATION OF A NEW AUTHORIZED CAPITAL II 13 RESOLUTION ON THE AUTHORIZATION TO For For Management ACQUIRE AND USE TREASURY SHARES PURSUANT TO THE GERMAN STOCK CORPORATION ACT 14 RESOLUTION ON THE AUTHORIZATION TO USE For For Management EQUITY DERIVATIVES IN CONNECTION WITH THE ACQUISITION OF TREASURY SHARES - -------------------------------------------------------------------------------- SCHLUMBERGER LTD. Ticker: SLB Security ID: 806857108 Meeting Date: APR 13, 2005 Meeting Type: Annual Record Date: MAR 2, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Deutch For Withhold Management 1.2 Elect Director J.S. Gorelick For For Management 1.3 Elect Director A. Gould For For Management 1.4 Elect Director T. Isaac For For Management 1.5 Elect Director A. Lajous For For Management 1.6 Elect Director A. Levy-Lang For For Management 1.7 Elect Director M.E. Marks For For Management 1.8 Elect Director D. Primat For For Management 1.9 Elect Director T.I. Sandvold For For Management 1.10 Elect Director N. Seydoux For For Management 1.11 Elect Director L.G. Stuntz For For Management 1.12 Elect Director R. Talwar For For Management 2 ADOPTION AND APPROVAL OF FINANCIALS AND For For Management DIVIDENDS 3 ADOPTION OF MANDATORY AMENDMENTS TO THE For For Management ARTICLES OF INCORPORATION 4 ADOPTION OF VOLUNTARY AMENDMENTS TO THE For For Management ARTICLES OF INCORPORATION 5 APPROVAL OF ADOPTION OF THE SCHLUMBERGER For For Management 2005 OPTION PLAN 6 APPROVAL OF ADOPTION OF AN AMENDMENT TO For For Management THE SCHLUMBERGER DISCOUNTED STOCK PURCHASE PLAN 7 APPROVAL OF INDEPENDENT REGISTERED PUBLIC For For Management ACCOUNTING FIRM - -------------------------------------------------------------------------------- SYSCO CORPORATION Ticker: SYY Security ID: 871829107 Meeting Date: NOV 12, 2004 Meeting Type: Annual Record Date: SEP 14, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Colin G. Campbell For For Management 1.2 Elect Director John M. Cassaday For For Management 1.3 Elect Director John K. Stubblefield, Jr. For For Management 1.4 Elect Director Jackie M. Ward For For Management 2 Ratify Auditors For For Management 3 Approve Stock Option Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Report on Genetically Engineered Products Against Against Shareholder - -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: MAY 18, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roxanne S. Austin For For Management 1.2 Elect Director James A. Johnson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INC. Ticker: TXN Security ID: 882508104 Meeting Date: APR 21, 2005 Meeting Type: Annual Record Date: FEB 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Adams For For Management 1.2 Elect Director David L. Boren For For Management 1.3 Elect Director Daniel A. Carp For For Management 1.4 Elect Director Carrie S. Cox For For Management 1.5 Elect Director Thomas J. Engibous For For Management 1.6 Elect Director Gerald W. Fronterhouse For For Management 1.7 Elect Director David R. Goode For For Management 1.8 Elect Director Pamela H. Patsley For For Management 1.9 Elect Director Wayne R. Sanders For For Management 1.10 Elect Director Ruth J. Simmons For For Management 1.11 Elect Director Richard K. Templeton For For Management 1.12 Elect Director Christine T. Whitman For For Management 2 Ratify Auditors For For Management 3 Approve Qualified Employee Stock Purchase For For Management Plan 4 Amend Stock Option Plan For For Management - -------------------------------------------------------------------------------- TYCO INTERNATIONAL LTD. Ticker: TYC Security ID: 902124106 Meeting Date: MAR 10, 2005 Meeting Type: Annual Record Date: JAN 10, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis C. Blair For For Management 1.2 Elect Director Edward D. Breen For For Management 1.3 Elect Director George W. Buckley For For Management 1.4 Elect Director Brian Duperreault For For Management 1.5 Elect Director Bruce S. Gordon For For Management 1.6 Elect Director Rajiv L. Gupta For For Management 1.7 Elect Director John A. Krol For For Management 1.8 Elect Director Mackey J. Mcdonald For For Management 1.9 Elect Director H. Carl Mccall For For Management 1.10 Elect Director Brendan R. O'Neill For For Management 1.11 Elect Director Sandra S. Wijnberg For For Management 1.12 Elect Director Jerome B. York For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORP. Ticker: UTX Security ID: 913017109 Meeting Date: APR 13, 2005 Meeting Type: Annual Record Date: FEB 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George David For For Management 1.2 Elect Director Jean-Pierre Garnier For For Management 1.3 Elect Director Jamie S. Gorelick For For Management 1.4 Elect Director Charles R. Lee For For Management 1.5 Elect Director Richard D. McCormick For For Management 1.6 Elect Director Harold McGraw III For For Management 1.7 Elect Director Frank P. Popoff For For Management 1.8 Elect Director H. Patrick Swygert For For Management 1.9 Elect Director Andre Villeneuve For For Management 1.10 Elect Director H. A. Wagner For For Management 1.11 Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Increase Disclosure of Executive Against Against Shareholder Compensation 5 Adopt Ethical Criteria for Military Against Against Shareholder Contracts 6 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: MAY 3, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas H. Kean For For Management 1.2 Elect Director Robert L. Ryan For For Management 1.3 Elect Director William G. Spears For For Management 1.4 Elect Director Gail R. Wilensky, Ph.D. For For Management 2 Ratify Auditors For For Management 3 Performance- Based/Indexed Options Against Against Shareholder 4 Performance- Based/Indexed Options Against Against Shareholder - -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Barker For For Management 1.2 Elect Director Richard L. Carrion For For Management 1.3 Elect Director Robert W. Lane For For Management 1.4 Elect Director Sandra O. Moose For For Management 1.5 Elect Director Joseph Neubauer For Withhold Management 1.6 Elect Director Thomas H. O' Brien For For Management 1.7 Elect Director Hugh B. Price For For Management 1.8 Elect Director Ivan G. Seidenberg For For Management 1.9 Elect Director Walter V. Shipley For For Management 1.10 Elect Director John R. Stafford For For Management 1.11 Elect Director Robert D. Storey For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Require a Majority Vote for the Election Against Against Shareholder of Directors 5 Require Majority of Independent Directors Against Against Shareholder on Board 6 Separate Chairman and CEO Positions Against Against Shareholder 7 Amend Director/Officer Against Against Shareholder Liability/Indemnifications Provisions 8 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- VF CORP. Ticker: VFC Security ID: 918204108 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: MAR 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Juan Ernesto de Bedout For Withhold Management 1.2 Elect Director Ursula O. Fairbairn For Withhold Management 1.3 Elect Director Barbara S. Feigin For Withhold Management 1.4 Elect Director Mackey J. McDonald For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WYETH Ticker: WYE Security ID: 983024100 Meeting Date: APR 21, 2005 Meeting Type: Annual Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Carrion For For Management 1.2 Elect Director Robert Essner For For Management 1.3 Elect Director John D. Feerick For For Management 1.4 Elect Director Frances D. Fergusson For For Management 1.5 Elect Director Robert Langer For For Management 1.6 Elect Director John P. Mascotte For For Management 1.7 Elect Director Mary Lake Polan For For Management 1.8 Elect Director Ivan G. Seidenberg For For Management 1.9 Elect Director Walter V. Shipley For For Management 1.10 Elect Director John R. Torell III For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Review and Report on Drug Reimportation Against Against Shareholder Policy 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Report on Political Contributions Against Against Shareholder 7 Discontinue Promotion of Premarin and Against Against Shareholder Report on Animal Testing - -------------------------------------------------------------------------------- XTO ENERGY INC Ticker: XTO Security ID: 98385X106 Meeting Date: MAY 17, 2005 Meeting Type: Annual Record Date: MAR 31, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert D. Simons For For Management 1.2 Elect Director William A. Adams, III For For Management 1.3 Elect Director Keith A. Hutton For For Management 1.4 Elect Director Jack P. Randall For For Management - -------------------------------------------------------------------------------- YAHOO!, INC. Ticker: YHOO Security ID: 984332106 Meeting Date: MAY 19, 2005 Meeting Type: Annual Record Date: MAR 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terry S. Semel For For Management 1.2 Elect Director Jerry Yang For For Management 1.3 Elect Director Roy J. Bostock For For Management 1.4 Elect Director Ronald W. Burkle For For Management 1.5 Elect Director Eric Hippeau For For Management 1.6 Elect Director Arthur H. Kern For For Management 1.7 Elect Director Robert A. Kotick For For Management 1.8 Elect Director Edward R. Kozel For For Management 1.9 Elect Director Gary L. Wilson For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Stock Option For For Management Plan 4 Ratify Auditors For For Management ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant): Morgan Stanley Dividend Growth Securities Inc. ---------------------------------------------------------------- By (Signature and Title): /s/ Ronald E. Robison Principal Executive Officer - Office of the Funds ------------------------------------------------------------- Date August 25, 2005 ----------------------------------------------------------------------- 2