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 811-03128 Morgan Stanley Dividend Growth Securities Inc. -------------------------------------------------- (Exact name of registrant as specified in charter) 522 Fifth Avenue, New York, New York 10036 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Amy Doberman, Esq. Managing Director Morgan Stanley Investment Advisors Inc. 522 Fifth Avenue New York, New York 10036 --------------------------------------- (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: 7/1/06 - 6/30/07 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-03128 Reporting Period: 07/01/2006 - 06/30/2007 Morgan Stanley Dividend Growth Securities, Inc. ================ MORGAN STANLEY DIVIDEND GROWTH SECURITIES INC. ================ ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 27, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R.S. Austin For For Management 1.2 Elect Director W.M. Daley For For Management 1.3 Elect Director W.J. Farrell For For Management 1.4 Elect Director H.L. Fuller For For Management 1.5 Elect Director R.A. Gonzalez For For Management 1.6 Elect Director D.A.L. Owen For For Management 1.7 Elect Director B. Powell Jr. For For Management 1.8 Elect Director W.A. Reynolds For For Management 1.9 Elect Director R.S. Roberts For For Management 1.10 Elect Director S.C. Scott III For For Management 1.11 Elect Director W.D. Smithburg For For Management 1.12 Elect Director G.F. Tilton For For Management 1.13 Elect Director M.D. White For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 4 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- ACCENTURE LTD BERMUDA Ticker: ACN Security ID: G1150G111 Meeting Date: FEB 7, 2007 Meeting Type: Annual Record Date: DEC 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 APPOINTMENT OF THE FOLLOWING NOMINEE TO For For Management THE BOARD OF DIRECTORS: NOBUYUKI IDEI. 2 APPOINTMENT OF THE FOLLOWING NOMINEE TO For For Management THE BOARD OF DIRECTORS: MARJORIE MAGNER. 3 APPOINTMENT OF THE FOLLOWING NOMINEE TO For For Management THE BOARD OF DIRECTORS: DENNIS F. HIGHTOWER. 4 APPOINTMENT OF THE FOLLOWING NOMINEE TO For For Management THE BOARD OF DIRECTORS: WILLIAM L. KIMSEY. 5 APPOINTMENT OF THE FOLLOWING NOMINEE TO For For Management THE BOARD OF DIRECTORS: ROBERT I. LIPP. 6 APPOINTMENT OF THE FOLLOWING NOMINEE TO For For Management THE BOARD OF DIRECTORS: WULF VON SCHIMMELMANN. 7 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALCON INC. Ticker: ACL Security ID: H01301102 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE 2006 ANNUAL REPORT AND For For Management ACCOUNTS OF ALCON, INC. AND THE 2006 CONSOLIDATED FINANCIAL STATEMENTS OF ALCON, INC. AND SUBSIDIARIES 2 APPROPRIATION OF AVAILABLE EARNINGS AND For For Management PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE FINANCIAL YEAR 2006 3 DISCHARGE OF THE MEMBERS OF THE BOARD OF For For Management DIRECTORS FOR THE FINANCIAL YEAR 2006 4 ELECTION OF KPMG KLYNVELD PEAT MARWICK For For Management GOERDELER SA, ZURICH, AS GROUP AND PARENT COMPANY AUDITORS 5 ELECTION OF ZENSOR REVISIONS AG, ZUG, AS For For Management SPECIAL AUDITORS 6 ELECTION TO THE BOARD OF DIRECTORS: For For Management WERNER J. BAUER 7 ELECTION TO THE BOARD OF DIRECTORS: For For Management FRANCISCO CASTANER 8 ELECTION TO THE BOARD OF DIRECTORS: For For Management LODEWIJK J.R. DE VINK 9 ELECTION TO THE BOARD OF DIRECTORS: For For Management GERHARD N. MAYR 10 APPROVAL OF SHARE CANCELLATION For For Management - -------------------------------------------------------------------------------- ALLTEL CORP. Ticker: AT Security ID: 020039103 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: APR 11, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott T. Ford For For Management 1.2 Elect Director L.L Gellerstedt, III For For Management 1.3 Elect Director Emon A. Mahony, Jr. For For Management 1.4 Elect Director Ronald Townsend For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elizabeth E. Bailey For For Management 1.2 Elect Director Harold Brown For For Management 1.3 Elect Director Mathis Cabiallavetta For For Management 1.4 Elect Director Louis C. Camilleri For For Management 1.5 Elect Director J. Dudley Fishburn For For Management 1.6 Elect Director Robert E. R. Huntley For For Management 1.7 Elect Director Thomas W. Jones For For Management 1.8 Elect Director George Munoz For For Management 1.9 Elect Director Lucio A. Noto For For Management 1.10 Elect Director John S. Reed For For Management 1.11 Elect Director Stephen M. Wolf For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Disclose Information on Secondhand Smoke Against Against Shareholder 5 Cease Add Campaigns Oriented to Prevent Against Against Shareholder Youth Smoking 6 Cease Production, Promotion, and Against Against Shareholder Marketing of Tobacco Products 7 Adopt Animal Welfare Policy Against Against Shareholder - -------------------------------------------------------------------------------- AMERICAN EXPRESS CO. Ticker: AXP Security ID: 025816109 Meeting Date: APR 23, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel F. Akerson For For Management 1.2 Elect Director Charlene Barshefsky For For Management 1.3 Elect Director Ursula M. Burns For For Management 1.4 Elect Director Kenneth I. Chenault For For Management 1.5 Elect Director Peter Chernin For For Management 1.6 Elect Director Vernon E. Jordan, Jr. For For Management 1.7 Elect Director Jan Leschly For For Management 1.8 Elect Director Richard C. Levin For For Management 1.9 Elect Director Richard A. McGinn For For Management 1.10 Elect Director Edward D. Miller For For Management 1.11 Elect Director Frank P. Popoff For For Management 1.12 Elect Director Steven S. Reinemund For For Management 1.13 Elect Director Robert D. Walter For For Management 1.14 Elect Director Ronald A. Williams For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Provide for Cumulative Voting Against Against Shareholder - -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874107 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marshall A. Cohen For For Management 1.2 Elect Director Martin S. Feldstein For For Management 1.3 Elect Director Ellen V. Futter For For Management 1.4 Elect Director Stephen L. Hammerman For For Management 1.5 Elect Director Richard C. Holbrooke For For Management 1.6 Elect Director Fred H. Langhammer For For Management 1.7 Elect Director George L. Miles, Jr. For For Management 1.8 Elect Director Morris W. Offit For For Management 1.9 Elect Director James F. Orr, III For For Management 1.10 Elect Director Virginia M. Rometty For For Management 1.11 Elect Director Martin J. Sullivan For For Management 1.12 Elect Director Michael H. Sutton For For Management 1.13 Elect Director Edmund S.W. Tse For For Management 1.14 Elect Director Robert B. Willumstad For For Management 1.15 Elect Director Frank G. Zarb For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards - -------------------------------------------------------------------------------- AT&T INC Ticker: T Security ID: 00206R102 Meeting Date: APR 27, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William F. Aldinger III For For Management 2 Elect Director Gilbert F. Amelio For For Management 3 Elect Director Reuben V. Anderson For For Management 4 Elect Director James H. Blanchard For For Management 5 Elect Director August A. Busch III For For Management 6 Elect Director James P. Kelly For For Management 7 Elect Director Charles F. Knight For For Management 8 Elect Director Jon C. Madonna For For Management 9 Elect Director Lynn M. Martin For For Management 10 Elect Director John B. McCoy For For Management 11 Elect Director Mary S. Metz For For Management 12 Elect Director Toni Rembe For For Management 13 Elect Director Joyce M. Roche For For Management 14 Elect Director Randall L. Stephenson For For Management 15 Elect Director Laura D' Andrea Tyson For For Management 16 Elect Director Patricia P. Upton For For Management 17 Elect Director Edward E. Whitacre, Jr. For For Management 18 Ratify Auditors For For Management 19 Compensation Specific-Severance Payments For For Management to Executives 20 Report on Political Contributions Against Against Shareholder 21 Amend Articles/Bylaws/Charter - Call Against For Shareholder Special Meetings 22 Pay For Superior Performance Against Against Shareholder 23 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 24 Establish SERP Policy Against For Shareholder - -------------------------------------------------------------------------------- AUTOMATIC DATA PROCESSING, INC. Ticker: ADP Security ID: 053015103 Meeting Date: NOV 14, 2006 Meeting Type: Annual Record Date: SEP 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory D. Brenneman For For Management 1.2 Elect Director Leslie A. Brun For For Management 1.3 Elect Director Gary C. Butler For For Management 1.4 Elect Director Leon G. Cooperman For For Management 1.5 Elect Director R. Glenn Hubbard For For Management 1.6 Elect Director John P. Jones For For Management 1.7 Elect Director Ann Dibble Jordan For For Management 1.8 Elect Director Frederic V. Malek For For Management 1.9 Elect Director Henry Taub For For Management 1.10 Elect Director Arthur F. Weinbach For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BOEING CO., THE Ticker: BA Security ID: 097023105 Meeting Date: APR 30, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John H. Biggs For For Management 2 Elect Director John E. Bryson For For Management 3 Elect Director Arthur D. Collins, Jr. For For Management 4 Elect Director Linda Z. Cook For For Management 5 Elect Director William M. Daley For For Management 6 Elect Director Kenneth M. Duberstein For For Management 7 Elect Director John F. McDonnell For For Management 8 Elect Director W. James McNerney, Jr. For For Management 9 Elect Director Richard D. Nanula For For Management 10 Elect Director Rozanne L. Ridgway For For Management 11 Elect Director Mike S. Zafirovski For For Management 12 Ratify Auditors For For Management 13 Report on Foreign Arms Sales Against Against Shareholder 14 Adopt Human Rights Policy Against Against Shareholder 15 Report on Charitable Contributions Against Against Shareholder 16 Report on Political Contributions Against Against Shareholder 17 Separate Chairman and CEO Positions Against For Shareholder 18 Submit Shareholder Rights Plan (Poison Against Against Shareholder Pill) to Shareholder Vote 19 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 20 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards 21 Claw-back of Payments under Restatements Against Against Shareholder - -------------------------------------------------------------------------------- CAMERON INTERNATIONAL CORP Ticker: CAM Security ID: 13342B105 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael E. Patrick For For Management 1.2 Elect Director Bruce W. Wilkinson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 15, 2006 Meeting Type: Annual Record Date: SEP 18, 2006 # 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 Michael D. Capellas For For Management 1.4 Elect Director Larry R. Carter For For Management 1.5 Elect Director John T. Chambers For For Management 1.6 Elect Director Dr. John L. Hennessy For For Management 1.7 Elect Director Richard M. Kovacevich For For Management 1.8 Elect Director Roderick C. McGeary For For Management 1.9 Elect Director Steven M. West For For Management 1.10 Elect Director Jerry Yang For For Management 2 Ratify Auditors For For Management 3 Performance-Based and/or Time-Based Against For Shareholder Equity Awards 4 Report on Pay Disparity Against Against Shareholder 5 Report on Internet Fragmentation Against Against Shareholder - -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 17, 2007 Meeting Type: Annual Record Date: FEB 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director C. Michael Armstrong For For Management 2 Elect Director Alain J.P. Belda For For Management 3 Elect Director George David For For Management 4 Elect Director Kenneth T. Derr For For Management 5 Elect Director John M. Deutch For For Management 6 Elect Director Roberto Hernandez Ramirez For For Management 7 Elect Director Klaus Kleinfeld For For Management 8 Elect Director Andrew N. Liveris For For Management 9 Elect Director Anne Mulcahy For For Management 10 Elect Director Richard D. Parsons For For Management 11 Elect Director Charles Prince For For Management 12 Elect Director Judith Rodin For For Management 13 Elect Director Robert E. Rubin For For Management 14 Elect Director Franklin A. Thomas For For Management 15 Ratify Auditors For For Management 16 Report on Government Service of Employees Against Against Shareholder 17 Report on Political Contributions Against Against Shareholder 18 Report on Charitable Contributions Against Against Shareholder 19 Approve Report of the Compensation Against For Shareholder Committee 20 Report on Pay Disparity Against Against Shareholder 21 Separate Chairman and CEO Positions Against For Shareholder 22 Stock Retention/Holding Period Against Against Shareholder 23 Restore or Provide for Cumulative Voting Against Against Shareholder 24 Amend Bylaws to Permit Shareholders to Against For Shareholder Call Special Meetings - -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James E. Copeland, Jr. For For Management 2 Elect Director Kenneth M. Duberstein For For Management 3 Elect Director Ruth R. Harkin For For Management 4 Elect Director William R. Rhodes For For Management 5 Elect Director J. Stapleton Roy For For Management 6 Elect Director William E. Wade, Jr. For For Management 7 Ratify Auditors For For Management 8 Report on Political Contributions Against Against Shareholder 9 Report on Renewable Energy Sources Against Against Shareholder 10 Require Director Nominee Qualifications Against Against Shareholder 11 Report on Environmental Damage from Against Against Shareholder Drilling in the National Petroleum Reserve 12 Report on Indigenous Peoples Rights Against Against Shareholder Policies 13 Report on Community Impact of Operations Against Against Shareholder - -------------------------------------------------------------------------------- CVS CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAR 15, 2007 Meeting Type: Special Record Date: JAN 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles/Increase Common Stock and For For Management Change Company Name 2 Issue Shares in Connection with an For For Management Acquisition 3 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- CVS/CAREMARK CORP Ticker: CVS Security ID: 126650100 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Edwin M. Banks For For Management 2 Elect Director C. David Brown II For For Management 3 Elect Director Edwin Mac Crawford For For Management 4 Elect Director David W. Dorman For For Management 5 Elect Director Kristen E. Gibney Williams For For Management 6 Elect Director Roger L. Headrick For Against Management 7 Elect Director Marian L. Heard For For Management 8 Elect Director William H. Joyce For For Management 9 Elect Director Jean-Pierre Million For For Management 10 Elect Director Terrence Murray For For Management 11 Elect Director C.A. Lance Piccolo For For Management 12 Elect Director Sheli Z. Rosenberg For For Management 13 Elect Director Thomas M. Ryan For For Management 14 Elect Director Richard J. Swift For For Management 15 Ratify Auditors For For Management 16 Approve Qualified Employee Stock Purchase For For Management Plan 17 Approve Executive Incentive Bonus Plan For For Management 18 Limit Executive Compensation Against Against Shareholder 19 Separate Chairman and CEO Positions Against For Shareholder 20 Prepare Sustainability Report Against Against Shareholder 21 Disclose Information on Compensation Against For Shareholder Consultant 22 Compensation Specific- Policy on Stock Against Against Shareholder Option Grants/Option Backdating - -------------------------------------------------------------------------------- CVS/CAREMARK CORP Ticker: CVS Security ID: 126650100 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: APR 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Compensation Specific- Policy on Stock For Did Not Management Option Grants/Option Backdating Vote - -------------------------------------------------------------------------------- DELL INC. Ticker: DELL Security ID: 24702R101 Meeting Date: JUL 21, 2006 Meeting Type: Annual Record Date: MAY 26, 2006 # 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 Sallie L. Krawcheck For For Management 1.5 Elect Director Alan (A.G.) Lafley For For Management 1.6 Elect Director Judy C. Lewent For For Management 1.7 Elect Director Klaus S. Luft For For Management 1.8 Elect Director Alex J. Mandl For For Management 1.9 Elect Director Michael A. Miles For For Management 1.10 Elect Director Samuel A. Nunn, Jr. For For Management 1.11 Elect Director Kevin B. Rollins For For Management 2 Ratify Auditors For For Management 3 Adopt ILO-Based Code of Conduct Against Against Shareholder 4 Compensation Company Against Against Shareholder Specific--Declaration of Dividend - -------------------------------------------------------------------------------- DIAGEO PLC (FORMERLY GUINNESS PLC) Ticker: DEO Security ID: 25243Q205 Meeting Date: OCT 17, 2006 Meeting Type: Annual Record Date: AUG 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 REPORTS AND ACCOUNTS 2006 For For Management 2 DIRECTORS REMUNERATION REPORT 2006 For For Management 3 DECLARATION OF FINAL DIVIDEND For For Management 4 RE-ELECTION OF LORD HOLLICK OF NOTTING For For Management HILL (MEMBER OF AUDIT, NOMINATION, REMUNERATION COMMITTEE AND CHAIRMAN OF BOARD) 5 RE-ELECTION OF MR HT STITZER (MEMBER OF For For Management AUDIT, NOMINATION, AND REMUNERATION COMMITTEE) 6 RE-ELECTION OF MR PS WALSH (MEMBER OF For For Management EXECUTIVE COMMITTEE AND CHAIRMAN OF BOARD) 7 ELECTION OF MS LM DANON (MEMBER OF AUDIT, For For Management NOMINATION, AND REMUNERATION COMMITTEE) 8 Ratify Auditors For For Management 9 AUTHORITY TO ALLOT RELEVANT SECURITIES For For Management 10 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Management 11 AUTHORITY TO PURCHASE OWN ORDINARY SHARES For For Management 12 AUTHORITY TO MAKE EU POLITICAL For For Management DONATIONS/EXPENDITURE 13 ADOPTION OF DIAGEO PLC 2006 IRISH PROFIT For For Management SHARING SCHEME 14 AMENDMENTS TO DIAGEO EXECUTIVE SHARE For For Management OPTION PLAN - -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: JUN 14, 2007 Meeting Type: Annual Record Date: APR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Philippe Bourguignon For For Management 1.2 Elect Director Thomas J. Tierney For For Management 1.3 Elect Director Margaret C. Whitman For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EMC CORP. Ticker: EMC Security ID: 268648102 Meeting Date: MAY 3, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael W. Brown For For Management 1.2 Elect Director John R. Egan For For Management 1.3 Elect Director David N. Strohm For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Declassify the Board of Directors For For Management 6 Limit Composition of Committee(s) to Against Against Shareholder Independent Directors 7 Require a Majority Vote for the Election Against For Shareholder of Directors 8 Company Specific-Adopt Simple Majority Against For Shareholder Vote 9 Pay For Superior Performance Against Against Shareholder - -------------------------------------------------------------------------------- EXELON CORP. Ticker: EXC Security ID: 30161N101 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Nicholas DeBenedictis For For Management 2 Elect Director Sue L. Gin For For Management 3 Elect Director William C. Richardson, For For Management Ph.D. 4 Elect Director Thomas J. Ridge For Against Management 5 Elect Director Don Thompson For For Management 6 Elect Director Stephen D. Steinour For For Management 7 Ratify Auditors For For Management 8 Declassify the Board of Directors For For Management 9 Submit Severance Agreement (Change in Against For Shareholder Control) to shareholder Vote - -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 30, 2007 Meeting Type: Annual Record Date: APR 5, 2007 # 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 Marilyn Carlson Nelson For For Management 1.8 Elect Director Samuel J. Palmisano For For Management 1.9 Elect Director Steven S Reinemund For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director J. Stephen Simon For For Management 1.12 Elect Director Rex W. Tillerson For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against Against Shareholder 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 5 Separate Chairman and CEO Positions Against For Shareholder 6 Initiate Payment of Cash Dividend Against Against Shareholder 7 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 8 Company-Specific- Amend Article IX of the Against Against Shareholder Corporation's by-laws 9 Review Executive Compensation Against Against Shareholder 10 Limit Executive Compensation Against Against Shareholder 11 Claw-back of Payments under Restatements Against For Shareholder 12 Report on Political Contributions Against Against Shareholder 13 Amend Equal Employment Opportunity Policy Against For Shareholder to Prohibit Discrimination Based on Sexual Orientation 14 Report on Environmental Accountability Against Against Shareholder 15 Report on Emission Reduction Goals Against Against Shareholder 16 Report on Carbon Dioxide Emissions Against Against Shareholder Information at Gas Stations 17 Adopt Policy to Increase Renewable Energy Against Against Shareholder Portfolio - -------------------------------------------------------------------------------- FEDERATED DEPARTMENT STORES, INC. Ticker: FD Security ID: 31410H101 Meeting Date: MAY 18, 2007 Meeting Type: Annual Record Date: MAR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sara Levinson For For Management 1.2 Elect Director Joseph Neubauer For For Management 1.3 Elect Director Joseph Pichler For For Management 1.4 Elect Director Joyce M. Roche For For Management 1.5 Elect Director Karl von der Heyden For For Management 1.6 Elect Director Craig E. Weatherup For For Management 2 Ratify Auditors For For Management 3 Change Company Name For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Approve Deferred Compensation Plan For For Management - -------------------------------------------------------------------------------- FISHER SCIENTIFIC INTERNATIONAL INC. Ticker: FSH Security ID: 338032204 Meeting Date: AUG 30, 2006 Meeting Type: Special Record Date: JUL 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- FRANKLIN RESOURCES, INC. Ticker: BEN Security ID: 354613101 Meeting Date: JAN 25, 2007 Meeting Type: Annual Record Date: NOV 30, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Samuel H. Armacost For For Management 1.2 Elect Director Charles Crocker For For Management 1.3 Elect Director Joseph R. Hardiman For For Management 1.4 Elect Director Robert D. Joffe For For Management 1.5 Elect Director Charles B. Johnson For For Management 1.6 Elect Director Gregory E. Johnson For For Management 1.7 Elect Director Rupert H. Johnson, Jr. For For Management 1.8 Elect Director Thomas H. Kean For For Management 1.9 Elect Director Chutta Ratnathicam For For Management 1.10 Elect Director Peter M. Sacerdote For For Management 1.11 Elect Director Laura Stein For For Management 1.12 Elect Director Anne M. Tatlock For For Management 1.13 Elect Director Louis E. Woodworth For For Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: FEB 26, 2007 # 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 Ann M. Fudge For For Management 1.4 Elect Director Claudio X. Gonzalez For Withhold Management 1.5 Elect Director Susan Hockfield For For Management 1.6 Elect Director Jerry 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 Robert W. Lane For For Management 1.10 Elect Director Ralph S. Larsen For For Management 1.11 Elect Director Rochelle B. Lazarus For For Management 1.12 Elect Director Sam Nunn For For Management 1.13 Elect Director Roger S. Penske For For Management 1.14 Elect Director Robert J. Swieringa For For Management 1.15 Elect Director Douglas A. Warner III For For Management 1.16 Elect Director Robert C. Wright For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Vote Standard in Director For For Management Elections 4 Approve Omnibus Stock Plan For For Management 5 Company-Specific-Approve Material Terms For For Management of Senior Officer Performance Goals 6 Provide for Cumulative Voting Against Against Shareholder 7 Company-Specific -- Adopt Policy on Against For Shareholder Overboarded Directors 8 Company-Specific -- One Director from the Against Against Shareholder Ranks of Retirees 9 Separate Chairman and CEO Positions Against For Shareholder 10 Limit Dividend and Dividend Equivalent Against For Shareholder Payments to Executives 11 Report on Charitable Contributions Against Against Shareholder 12 Report on Global Warming Against Against Shareholder 13 Adopt Ethical Criteria for Military Against Against Shareholder Contracts 14 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: APR 11, 2007 Meeting Type: Annual Record Date: JAN 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lloyd C. Blankfein For For Management 2 Elect Director Lord Browne of Madingley For For Management 3 Elect Director John H. Bryan For For Management 4 Elect Director Gary D. Cohn For For Management 5 Elect Director Claes Dahlback For For Management 6 Elect Director Stephen Friedman For For Management 7 Elect Director William W. George For For Management 8 Elect Director Rajat K. Gupta For For Management 9 Elect Director James A. Johnson For For Management 10 Elect Director Lois D. Juliber For For Management 11 Elect Director Edward M. Liddy For For Management 12 Elect Director Ruth J. Simmons For For Management 13 Elect Director Jon Winkelried For For Management 14 Ratify Auditors For For Management 15 Report on Charitable Contributions Against Against Shareholder 16 Sustainability Report Against Against Shareholder 17 Prohibit Executive Stock-Based Awards Against Against Shareholder - -------------------------------------------------------------------------------- GOOGLE INC Ticker: GOOG Security ID: 38259P508 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 22, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric Schmidt For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Larry Page For For Management 1.4 Elect Director L. John Doerr For For Management 1.5 Elect Director John L. Hennessy For For Management 1.6 Elect Director Arthur D. Levinson For For Management 1.7 Elect Director Ann Mather For For Management 1.8 Elect Director Paul S. Otellini For For Management 1.9 Elect Director K. Ram Shriram For For Management 1.10 Elect Director Shirley M. Tilghman For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Adopt Policies to Protect Freedom of Against Against Shareholder Access to the Internet - -------------------------------------------------------------------------------- INTEL CORP. Ticker: INTC Security ID: 458140100 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Craig R. Barrett For For Management 2 Elect Director Charlene Barshefsky For For Management 3 Elect Director Susan L. Decker For For Management 4 Elect Director D. James Guzy For For Management 5 Elect Director Reed E. Hundt For For Management 6 Elect Director Paul S. Otellini For For Management 7 Elect Director James D. Plummer For For Management 8 Elect Director David S. Pottruck For For Management 9 Elect Director Jane E. Shaw For For Management 10 Elect Director John L. Thornton For For Management 11 Elect Director David B. Yoffie For For Management 12 Ratify Auditors For For Management 13 Amend Omnibus Stock Plan For For Management 14 Approve Executive Incentive Bonus Plan For For Management 15 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- INTERNATIONAL PAPER CO. Ticker: IP Security ID: 460146103 Meeting Date: MAY 7, 2007 Meeting Type: Annual Record Date: MAR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Directors David J. Bronczek For For Management 1.2 Elect Directors Martha F. Brooks For For Management 1.3 Elect Directors Lynn Laverty Elsenhans For For Management 1.4 Elect Directors John L. Townsend, III For Withhold Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election For For Shareholder of Directors - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: FEB 27, 2007 # 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 Michael M.E. Johns For For Management 1.4 Elect Director Arnold G. Langbo For For Management 1.5 Elect Director Susan L. Lindquist For For Management 1.6 Elect Director Leo F. Mullin For For Management 1.7 Elect Director Christine A. Poon For For Management 1.8 Elect Director Charles Prince For For Management 1.9 Elect Director Steven S Reinemund For For Management 1.10 Elect Director David Satcher For For Management 1.11 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors 4 Submit Supplemental Executive Retirement Against Against Shareholder Plans to Shareholder vote - -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: MAR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Crandall C. Bowles For For Management 1.2 Elect Director Stephen B. Burke For For Management 1.3 Elect Director James S. Crown For For Management 1.4 Elect Director James Dimon For For Management 1.5 Elect Director Ellen V. Futter For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director Laban P. Jackson, Jr. For For Management 1.8 Elect Director Robert I. Lipp For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Lee R. Raymond For For Management 1.11 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Put Repricing of Stock Options to Against Against Shareholder Shareholder Vote 4 Performance-Based and/or Time-Based Against For Shareholder Equity Awards 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Separate Chairman and CEO Positions Against Against Shareholder 7 Provide for Cumulative Voting Against Against Shareholder 8 Require a Majority Vote for the Election Against For Shareholder of Directors 9 Report on Political Contributions Against Against Shareholder 10 Report on Management Initiatives to Against Against Shareholder Address Links to Slavery and Human Rights Abuse - -------------------------------------------------------------------------------- LEGG MASON, INC. Ticker: LM Security ID: 524901105 Meeting Date: JUL 18, 2006 Meeting Type: Annual Record Date: MAY 19, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carl Bildt For For Management 1.2 Elect Director John E. Koerner III For For Management 1.3 Elect Director Cheryl Gordon Krongard For For Management 1.4 Elect Director James E. Ukrop For For Management 1.5 Elect Director W. Allen Reed For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LINCOLN NATIONAL CORP. Ticker: LNC Security ID: 534187109 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. Avery For For Management 1.2 Elect Director William H. Cunningham For For Management 1.3 Elect Director William Porter Payne For For Management 1.4 Elect Director Patrick S. Pittard For For Management 1.5 Elect Director Jill S. Ruckelshaus For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Non-Employee Director Stock For Against Management Option Plan - -------------------------------------------------------------------------------- MARATHON OIL CORP Ticker: MRO Security ID: 565849106 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: FEB 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charles F. Bolden, Jr. For For Management 2 Elect Director Charles R. Lee For For Management 3 Elect Director Dennis H. Reilley For For Management 4 Elect Director John W. Snow For For Management 5 Elect Director Thomas J. Usher For For Management 6 Ratify Auditors For For Management 7 Approve Omnibus Stock Plan For For Management 8 Reduce Supermajority Vote Requirement For For Management 9 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- MCGRAW-HILL COMPANIES, INC., THE Ticker: MHP Security ID: 580645109 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pedro Aspe For For Management 1.2 Elect Director Robert P. Mcgraw For For Management 1.3 Elect Director H. Ochoa-Brillembourg For For Management 1.4 Elect Director Edward B. Rust, Jr. For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors Against For Shareholder 4 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter 5 Political Contributions/Activities Against Against Shareholder - -------------------------------------------------------------------------------- MEDTRONIC, INC. Ticker: MDT Security ID: 585055106 Meeting Date: AUG 24, 2006 Meeting Type: Annual Record Date: JUN 26, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Anderson For For Management 1.2 Elect Director Michael R. Bonsignore For For Management 1.3 Elect Director Robert C. Pozen For For Management 1.4 Elect Director Gordon M. Sprenger For Withhold Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- MELLON FINANCIAL CORP. Ticker: MEL Security ID: 58551A108 Meeting Date: APR 17, 2007 Meeting Type: Annual Record Date: FEB 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jared L. Cohon For For Management 1.2 Elect Director Ira J. Gumberg For For Management 1.3 Elect Director Robert P. Kelly For For Management 1.4 Elect Director David S. Shapira For For Management 1.5 Elect Director John P. Surma For For Management 2 Declassify the Board of Directors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For Against Management - -------------------------------------------------------------------------------- MELLON FINANCIAL CORP. Ticker: MEL Security ID: 58551A108 Meeting Date: MAY 24, 2007 Meeting Type: Special Record Date: APR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adopt Supermajority Vote Requirement for For For Management Mergers 3 Increase Authorized Preferred and Common For For Management Stock 4 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- MERRILL LYNCH & CO., INC. Ticker: MER Security ID: 590188108 Meeting Date: APR 27, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Finnegan For For Management 1.2 Elect Director Joseph W. Prueher For For Management 1.3 Elect Director Ann N. Reese For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against Against Shareholder 4 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 5 Performance-Based and/or Time-Based Against For Shareholder Equity Awards - -------------------------------------------------------------------------------- METLIFE, INC Ticker: MET Security ID: 59156R108 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Burton A. Dole, Jr. For For Management 1.2 Elect Director R. Glenn Hubbard For For Management 1.3 Elect Director James M. Kilts For For Management 1.4 Elect Director Charles M. Leighton For For Management 1.5 Elect Director David Satcher For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MONSANTO CO. Ticker: MON Security ID: 61166W101 Meeting Date: JAN 17, 2007 Meeting Type: Annual Record Date: NOV 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank V. Atlee III For For Management 1.2 Elect Director Arthur H. Harper For For Management 1.3 Elect Director Gwendolyn S. King For For Management 1.4 Elect Director Sharon R. Long, Ph.D. For For Management 2 Ratify Auditors For For Management 3 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 18, 2006 Meeting Type: Annual Record Date: JUL 25, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jill K. Conway For For Management 1.2 Elect Director Alan B. Graf, Jr. For For Management 1.3 Elect Director Jeanne P. Jackson For For Management 2 Report on Charitable Contributions Against Against Shareholder 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NORTHROP GRUMMAN CORP. Ticker: NOC Security ID: 666807102 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lewis W. Coleman For For Management 2 Elect Director Victor H. Fazio For For Management 3 Elect Director Donald E. Felsinger For For Management 4 Elect Director Stephen E. Frank For For Management 5 Elect Director Charles R. Larson For For Management 6 Elect Director Richard B. Myers For For Management 7 Elect Director Philip A. Odeen For For Management 8 Elect Director Aulana L. Peters For For Management 9 Elect Director Kevin W. Sharer For For Management 10 Elect Director Ronald D. Sugar For For Management 11 Ratify Auditors For For Management 12 Approve Non-Employee Director Omnibus For For Management Stock Plan 13 Report on Foreign Arms Sales Against Against Shareholder 14 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 15 Separate Chairman and CEO Positions Against For Shareholder - -------------------------------------------------------------------------------- ORACLE CORP. Ticker: ORCL Security ID: 68389X105 Meeting Date: OCT 9, 2006 Meeting Type: Annual Record Date: AUG 14, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey O. Henley For For Management 1.2 Elect Director Lawrence J. Ellison For For Management 1.3 Elect Director Donald L. Lucas For For Management 1.4 Elect Director Michael J. Boskin For For Management 1.5 Elect Director Jack F. Kemp For Withhold Management 1.6 Elect Director Jeffrey S. Berg For For Management 1.7 Elect Director Safra A. Catz For For Management 1.8 Elect Director Hector Garcia-Molina For For Management 1.9 Elect Director H. Raymond Bingham For For Management 1.10 Elect Director Charles E Phillips, Jr. For For Management 1.11 Elect Director Naomi O. Seligman For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Amend Non-Employee Director Omnibus Stock For For Management Plan - -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Dina Dublon For For Management 2 Elect Director Victor J. Dzau, M.D. For For Management 3 Elect Director Ray L. Hunt For For Management 4 Elect Director Alberto Ibarguen For For Management 5 Elect Director Arthur C. Martinez For For Management 6 Elect Director Indra K. Nooyi For For Management 7 Elect Director Sharon Percy Rockefeller For For Management 8 Elect Director James J. Schiro For For Management 9 Elect Director Daniel Vasella For For Management 10 Elect Director Michael D. White For For Management 11 Ratify Auditors For For Management 12 Approve Omnibus Stock Plan For For Management 13 Report on Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis A. Ausiello For For Management 1.2 Elect Director Michael S. Brown For For Management 1.3 Elect Director M. Anthony Burns For For Management 1.4 Elect Director Robert N. Burt For For Management 1.5 Elect Director W. Don Cornwell For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director Constance J. Horner For For Management 1.8 Elect Director William R. Howell For For Management 1.9 Elect Director Jeffrey B. Kindler For For Management 1.10 Elect Director George A. Lorch For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director William C. Steere, Jr. For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against Against Shareholder 4 Report on Animal Testing Policies Against Against Shareholder 5 Amend Animal Welfare Policy Against Against Shareholder 6 Require Director Nominee Qualifications Against Against Shareholder - -------------------------------------------------------------------------------- PITNEY BOWES INC. Ticker: PBI Security ID: 724479100 Meeting Date: MAY 14, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Linda G. Alvarado For For Management 1.2 Elect Director Ernie Green For For Management 1.3 Elect Director John S. McFarlane For For Management 1.4 Elect Director Eduardo R. Menasce For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Require Majority Vote to Elect Directors For For Management in an Uncontested Election - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 10, 2006 Meeting Type: Annual Record Date: AUG 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Norman R. Augustine For For Management 1.2 Elect Director A.G. Lafley For For Management 1.3 Elect Director Johnathan A. Rodgers For For Management 1.4 Elect Director John F. Smith, Jr. For For Management 1.5 Elect Director Margaret C. Whitman For For Management 2 Approve Decrease in Size of Board For For Management 3 Ratify Auditors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Put Repricing of Stock Options to Against Against Shareholder Shareholder Vote - -------------------------------------------------------------------------------- PROGRESSIVE CORP., THE Ticker: PGR Security ID: 743315103 Meeting Date: APR 20, 2007 Meeting Type: Annual Record Date: FEB 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Abby F. Kohnstamm For For Management 1.2 Elect Director Peter B. Lewis For For Management 1.3 Elect Director Patrick H. Nettles For For Management 1.4 Elect Director Glenn M. Renwick For For Management 1.5 Elect Director Donald B. Shackelford For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PRUDENTIAL FINANCIAL INC Ticker: PRU Security ID: 744320102 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frederic K. Becker For For Management 1.2 Elect Director Gordon M. Bethune For For Management 1.3 Elect Director Gaston Caperton For For Management 1.4 Elect Director Gilbert F. Casellas For For Management 1.5 Elect Director James G. Cullen For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director Jon F. Hanson For For Management 1.8 Elect Director Constance J. Horner For For Management 1.9 Elect Director Karl J. Krapek For For Management 1.10 Elect Director Christine A. Poon For For Management 1.11 Elect Director Arthur F. Ryan For For Management 1.12 Elect Director James A. Unruh For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SCHLUMBERGER LTD. Ticker: SLB Security ID: 806857108 Meeting Date: APR 11, 2007 Meeting Type: Annual Record Date: FEB 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director P. Camus For For 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 N. Kudryavtsev For For Management 1.6 Elect Director A. Lajous 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 L.R. Reif For For Management 1.10 Elect Director T.I. Sandvold For For Management 1.11 Elect Director N. Seydoux For For Management 1.12 Elect Director L.G. Stuntz For For Management 1.13 Elect Director R. Talwar For For Management 2 ADOPTION AND APPROVAL OF FINANCIALS AND For For Management DIVIDENDS. 3 APPROVAL OF INDEPENDENT REGISTERED PUBLIC For For Management ACCOUNTING FIRM. - -------------------------------------------------------------------------------- SEARS HOLDINGS CORP Ticker: SHLD Security ID: 812350106 Meeting Date: MAY 4, 2007 Meeting Type: Annual Record Date: MAR 7, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William C. Crowley For For Management 1.2 Elect Director Edward S. Lampert For For Management 1.3 Elect Director Aylwin B. Lewis For For Management 1.4 Elect Director Steven T. Mnuchin For For Management 1.5 Elect Director Richard C. Perry For For Management 1.6 Elect Director Ann N. Reese For For Management 1.7 Elect Director Emily Scott For For Management 1.8 Elect Director Thomas J. Tisch For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- STAPLES, INC. Ticker: SPLS Security ID: 855030102 Meeting Date: JUN 11, 2007 Meeting Type: Annual Record Date: APR 17, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Basil L. Anderson For For Management 1.2 Elect Director Arthur M. Blank For Withhold Management 1.3 Elect Director Mary Elizabeth Burton For For Management 1.4 Elect Director Gary L. Crittenden For For Management 1.5 Elect Director Rowland T. Moriarty For For Management 1.6 Elect Director Robert C. Nakasone For For Management 1.7 Elect Director Ronald L. Sargent For For Management 1.8 Elect Director Martin Trust For For Management 1.9 Elect Director Vijay Vishwanath For For Management 1.10 Elect Director Paul F. Walsh For For Management 2 Company Specific- Majority Vote for the For For Management Uncontested Election of Directors 3 Ratify Auditors For For Management 4 Company Specific- Adopt Simple Majority Against For Shareholder Vote - -------------------------------------------------------------------------------- STARWOOD HOTELS & RESORTS WORLDWIDE, INC. Ticker: HOT Security ID: 85590A401 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: MAR 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce W. Duncan For For Management 1.2 Elect Director Adam Aron For For Management 1.3 Elect Director Charlene Barshefsky For For Management 1.4 Elect Director Jean-Marc Chapus For Withhold Management 1.5 Elect Director Lizanne Galbreath For For Management 1.6 Elect Director Eric Hippeau For For Management 1.7 Elect Director Stephen R. Quazzo For For Management 1.8 Elect Director Thomas O. Ryder For For Management 1.9 Elect Director Kneeland C. Youngblood For For Management 2 Ratify Auditors For For Management 3 Amend and Restatement of Charter For For Management - -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Calvin Darden For For Management 1.2 Elect Director Anne M. Mulcahy For For Management 1.3 Elect Director Stephen W. Sanger For For Management 1.4 Elect Director Gregg W. Steinhafel For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Company Specific- Require Majority Vote For For Management for the Election of Directors 5 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: MAR 29, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Marijn E. Dekkers For For Management 2 Approve Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TIME WARNER INC Ticker: TWX Security ID: 887317105 Meeting Date: MAY 18, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director Jeffrey L. Bewkes For For Management 1.3 Elect Director Stephen F. Bollenbach For For Management 1.4 Elect Director Frank J. Caufield For For Management 1.5 Elect Director Robert C. Clark For For Management 1.6 Elect Director Mathias Dopfner For For Management 1.7 Elect Director Jessica P. Einhorn For For Management 1.8 Elect Director Reuben Mark For For Management 1.9 Elect Director Michael A. Miles For For Management 1.10 Elect Director Kenneth J. Novack For For Management 1.11 Elect Director Richard D. Parsons For For Management 1.12 Elect Director Francis T. Vincent, Jr. For For Management 1.13 Elect Director Deborah C. Wright For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Advisory Vote to Ratify Named Executive Against For Shareholder Officers'Compensation 5 Separate Chairman and CEO Positions Against For Shareholder 6 Company Specific- Adopt Simple Majority Against Against Shareholder Vote 7 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 8 Company-Specific- Stockholder Against Against Shareholder Ratification of Director Compensation, When a Stockholder Rights Plan Has Been Adopted - -------------------------------------------------------------------------------- UBS AG Ticker: UBSN Security ID: H89231338 Meeting Date: APR 18, 2007 Meeting Type: Annual Record Date: MAR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 ANNUAL REPORT, GROUP AND PARENT COMPANY For For Management ACCOUNTS FOR FINANCIAL YEAR 2006, REPORTS OF THE GROUP AND STATUTORY AUDITORS 2 APPROPRIATION OF RETAINED EARNINGS For For Management DIVIDEND FOR FINANCIAL YEAR 2006 3 DISCHARGE OF THE MEMBERS OF THE BOARD OF For For Management DIRECTORS AND THE GROUP EXECUTIVE BOARD 4 RE-ELECTION OF BOARD MEMBER: STEPHAN For For Management HAERINGER 5 RE-ELECTION OF BOARD MEMBER: HELMUT PANKE For For Management 6 RE-ELECTION OF BOARD MEMBER: PETER For For Management SPUHLER 7 ELECTION OF NEW BOARD MEMBER: SERGIO For For Management MARCHIONNE 8 ELECTION OF THE GROUP AND STATUTORY For For Management AUDITORS 9 CAPITAL REDUCTION: CANCELLATION OF SHARES For For Management REPURCHASED UNDER THE 2006/2007 SHARE BUYBACK PROGRAM AND RESPECTIVE AMENDMENT OF ARTICLE 4 PARA 1 OF THE ARTICLES OF ASSOCIATION 10 CAPITAL REDUCTION: APPROVAL OF A NEW For For Management SHARE BUYBACK PROGRAM FOR 2007-2010 11 IN CASE OF AD-HOC SHAREHOLDERS MOTIONS For Against Management DURING THE ANNUAL GENERAL MEETING, I/WE AUTHORIZE MY/OUR PROXY TO ACT IN ACCORDANCE WITH THE BOARD OF DIRECTORS - -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORP. Ticker: UTX Security ID: 913017109 Meeting Date: APR 11, 2007 Meeting Type: Annual Record Date: FEB 13, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Louis R. Chenevert For For Management 1.2 Elect Director George David For For Management 1.3 Elect Director John V. Faraci For For Management 1.4 Elect Director Jean-Pierre Garnier For For Management 1.5 Elect Director Jamie S. Gorelick For For Management 1.6 Elect Director Charles R. Lee For For Management 1.7 Elect Director Richard D. Mccormick For For Management 1.8 Elect Director Harold Mcgraw III For For Management 1.9 Elect Director Richard B. Myers For For Management 1.10 Elect Director Frank P. Popoff For For Management 1.11 Elect Director H. Patrick Swygert For For Management 1.12 Elect Director Andre Villeneuve For For Management 1.13 Elect Director H.A. Wagner For For Management 1.14 Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Establish Term Limits for Directors Against Against Shareholder 4 Report on Foreign Military Sales Against Against Shareholder 5 Report on Political Contributions Against Against Shareholder 6 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 7 Pay For Superior Performance Against Against Shareholder - -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: MAY 29, 2007 Meeting Type: Annual Record Date: APR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William C. Ballard, Jr. For For Management 1.2 Elect Director Richard T. Burke For For Management 1.3 Elect Director Stephen J. Hemsley For For Management 1.4 Elect Director Robert J. Darretta For For Management 2 Company Specific--Majority Vote for the For For Management Election of Directors 3 Declassify the Board of Directors For For Management 4 Reduce Supermajority Vote Requirement for For For Management Removal of Directors 5 Reduce Supermajority Vote Requirement For For Management 6 Amend Articles-Make Stylistic, Clarifying For For Management and Conforming Changes 7 Ratify Auditors For For Management 8 Performance-Based and/or Time-Based Against For Shareholder Equity Awards 9 Establish SERP Policy Against For Shareholder 10 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 11 Equal Access to the Proxy for Purpose of Against Against Shareholder Electing a Director - -------------------------------------------------------------------------------- VF CORP. Ticker: VFC Security ID: 918204108 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: MAR 6, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward E. Crutchfield For For Management 1.2 Elect Director George Fellows For For Management 1.3 Elect Director Daniel R. Hesse For For Management 1.4 Elect Director Clarence Otis, Jr. For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WACHOVIA CORP. Ticker: WB Security ID: 929903102 Meeting Date: APR 17, 2007 Meeting Type: Annual Record Date: FEB 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ernest S. Rady For For Management 1.2 Elect Director Jerry Gitt For For Management 1.3 Elect Director John T. Casteen, III For For Management 1.4 Elect Director Maryellen C. Herringer For For Management 1.5 Elect Director Joseph Neubauer For For Management 1.6 Elect Director Timothy D. Proctor For For Management 1.7 Elect Director Van L. Richey For For Management 1.8 Elect Director Dona Davis Young For For Management 2 Declassify the Board of Directors For For Management 3 Company Specific--Provide for Majority For For Management Voting 4 Ratify Auditors For For Management 5 Approve Report of the Compensation Against For Shareholder Committee 6 Require Director Nominee Qualifications Against Against Shareholder 7 Report on Political Contributions Against Against Shareholder 8 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- WEATHERFORD INTERNATIONAL LTD Ticker: WFT Security ID: G95089101 Meeting Date: MAY 30, 2007 Meeting Type: Annual Record Date: APR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION AS DIRECTOR: NICHOLAS F. BRADY For For Management 2 ELECTION AS DIRECTOR: WILLIAM E. MACAULAY For For Management 3 ELECTION AS DIRECTOR: DAVID J. BUTTERS For For Management 4 ELECTION AS DIRECTOR: ROBERT B. MILLARD For For Management 5 ELECTION AS DIRECTOR: BERNARD J. For For Management DUROC-DANNER 6 ELECTION AS DIRECTOR: ROBERT K. MOSES, For For Management JR. 7 ELECTION AS DIRECTOR: SHELDON B. LUBAR For For Management 8 ELECTION AS DIRECTOR: ROBERT A. RAYNE For Against Management 9 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WESTERN UNION CO Ticker: WU Security ID: 959802109 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dinyar S. Devitre For For Management 1.2 Elect Director Betsy D. Holden For For Management 1.3 Elect Director Christina A. Gold For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WYETH Ticker: WYE Security ID: 983024100 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert Essner For For Management 2 Elect Director John D. Feerick For For Management 3 Elect Director Frances D. Fergusson For For Management 4 Elect Director Victor F. Ganzi For For Management 5 Elect Director Robert Langer For For Management 6 Elect Director John P. Mascotte For For Management 7 Elect Director Raymond J. McGuire For For Management 8 Elect Director Mary Lake Polan For For Management 9 Elect Director Bernard Poussot For For Management 10 Elect Director Gary L. Rogers For For Management 11 Elect Director Ivan G. Seidenberg For For Management 12 Elect Director Walter V. Shipley For For Management 13 Elect Director John R. Torell III For For Management 14 Ratify Auditors For For Management 15 Reduce Supermajority Vote Requirement For For Management 16 Amend Omnibus Stock Plan For For Management 17 Adopt Animal Welfare Policy Against Against Shareholder 18 Report on Policy to Limit Drug Supply to Against Against Shareholder Canada 19 Report on Political Contributions Against Against Shareholder 20 Claw-back of Payments under Restatements Against For Shareholder 21 Company-Specific - Interlocking Against Against Shareholder Directorship 22 Disclose Information-Proposal Withdrawn. Against Abstain Shareholder No Vote Required 23 Separate Chairman and CEO Positions Against For Shareholder 24 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- XILINX, INC. Ticker: XLNX Security ID: 983919101 Meeting Date: JUL 26, 2006 Meeting Type: Annual Record Date: MAY 26, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Willem P. Roelandts For For Management 1.2 Elect Director John L. Doyle For For Management 1.3 Elect Director Jerald G. Fishman For For Management 1.4 Elect Director Philip T. Gianos For For Management 1.5 Elect Director William G. Howard, Jr. For For Management 1.6 Elect Director J. Michael Patterson For For Management 1.7 Elect Director Elizabeth W. Vanderslice For For Management 2 Amend Qualified Employee Stock Purchase For For Management Plan 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- XL CAPITAL LTD Ticker: XL Security ID: G98255105 Meeting Date: APR 27, 2007 Meeting Type: Annual Record Date: MAR 8, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph Mauriello For For Management 1.2 Elect Director Eugene M. Mcquade For For Management 1.3 Elect Director Robert S. Parker For For Management 1.4 Elect Director Alan Z. Senter For For Management 2 TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP, NEW YORK, NEW YORK TO ACT AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007. - -------------------------------------------------------------------------------- XTO ENERGY INC Ticker: XTO Security ID: 98385X106 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lane G. Collins For For Management 2 Elect Director Scott G. Sherman For For Management 3 Elect Director Bob R. Simpson For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- YAHOO!, INC. Ticker: YHOO Security ID: 984332106 Meeting Date: JUN 12, 2007 Meeting Type: Annual Record Date: APR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Terry S. Semel For For Management 2 Elect Director Jerry Yang For For Management 3 Elect Director Roy J. Bostock For Against Management 4 Elect Director Ronald W. Burkle For Against Management 5 Elect Director Eric Hippeau For For Management 6 Elect Director Vyomesh Joshi For For Management 7 Elect Director Arthur H. Kern For Against Management 8 Elect Director Robert A. Kotick For For Management 9 Elect Director Edward R. Kozel For For Management 10 Elect Director Gary L. Wilson For For Management 11 Amend Omnibus Stock Plan For For Management 12 Amend Qualified Employee Stock Purchase For For Management Plan 13 Ratify Auditors For For Management 14 Pay For Superior Performance Against Against Shareholder 15 Adopt Policies to Protect Freedom of Against Against Shareholder Access to the Internet 16 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights ========== 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 --------------------------------------------------------------- President and Principal Executive Officer - Office of the Funds Date August 28, 2007 2
- Company Dashboard
- Filings
-
N-PX Filing
Morgan Stanley Dividend Growth Securities Inactive N-PXAnnual report of proxy voting record
Filed: 29 Aug 07, 12:00am