UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-4603
Thrivent Series Fund, Inc.
(Exact name of registrant as specified in charter)
625 Fourth Avenue South
Minneapolis, Minnesota 55415
(Address of principal executive offices) (Zip code)
John C. Bjork, Assistant Secretary
625 Fourth Avenue South
Minneapolis, Minnesota 55415
(Name and address of agent for service)
Registrant's telephone number, including area code: (612) 340-7005
Date of fiscal year end: December 31
Date of reporting period: July 1, 2003 - June 30, 2004
Item 1. Proxy Voting Record
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT TECHNOLOGY PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
08/06/03 - A Acxiom Corp. *ACXM* 005125109 06/13/03 2,700
1 Elect Directors For For
1.1 Elect Director Dr. Ann Hayes Die
--- For
We recommend a vote FOR the directors.
1.2 Elect Director William J. Henderson
--- For
1.3 Elect Director Charles D. Morgan
--- For
2 Amend Stock Option Plan For Against
3 Amend Stock Option Plan For Against
09/23/03 - A Asyst Technologies, Inc. *ASYT* 04648X107 07/25/03 5,700
1 Elect Directors For For
1.1 Elect Director Stephen S. Schwartz,
Ph.D. --- For
1.2 Elect Director P. Jackson Bell ---
For
1.3 Elect Director Stanley Grubel ---
For
1.4 Elect Director Robert A. McNamara
--- For
1.5 Elect Director Anthony E. Santelli
--- For
1.6 Elect Director Walter W. Wilson ---
For
1.7 Elect Director Tsuyoshi Kawanishi
--- For
2 Approve Omnibus Stock Plan For Against
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
07/11/03 - A BEA Systems, Inc. *BEAS* 073325102 05/27/03 16,100
1 Elect Directors For For
1.1 Elect Director William T. Coleman
III --- For
We recommend a vote FOR the directors.
1.2 Elect Director Dale Crandall --- For
1.3 Elect Director William H. Janeway
--- For
2 Approve Executive Incentive Bonus For For
Plan
3 Ratify Auditors For For
08/21/03 - A BMC Software, Inc. *BMC* 055921100 07/03/03 2,900
1 Elect Directors For For
2 Ratify Auditors For For
07/31/03 - A Check Point Software M22465104 06/23/03 3,400
Technologies Inc
1 Elect Gil Shwed, Marius Nacht, For For
David Rubner, Alex Serge Vieux, and
Dr. Tal Shavit as Directors
2 Elect Irwin Federman and Ray For For
Rothrock as External Directors
3 Authorization for Chairman of the For For
Board to Serve as Chairman of the
Board and Cheif Executive Officer
4 Accept Financial Statements for the For For
Year Ended December 31, 2002
5 Approve Kost Forer & Gabbay as For For
Auditors and Authorize Board to Fix
Their Remuneration
6 Approve Options to Purchase Two For Against
Million Shares to Gil Shwed,
Director and Officer, and One
Million Shares to Marius Nacht,
Director and Officer
08/27/03 - A Computer Associates 204912109 07/02/03 10,700
International, Inc. *CA*
1 Elect Directors For For
2 Approve Non-Employee Director For For
Omnibus Stock Plan
3 Ratify Auditors For For
08/11/03 - A Computer Sciences Corporation 205363104 06/13/03 2,600
*CSC*
1 Elect Directors For For
07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 30,300
1 Elect Directors For For
2 Declassify the Board of Directors For Against
3 Change Company Name For For
4 Approve Executive Incentive Bonus For For
Plan
07/31/03 - A Electronic Arts, Inc. *ERTS* 285512109 06/04/03 1,800
1 Elect Directors For For
1.1 Elect Director M. Richard Asher ---
For
We recommend a vote FOR the directors.
1.2 Elect Director William J. Byron ---
For
1.3 Elect Director Leonard S. Coleman
--- For
1.4 Elect Director Gary M. Kusin --- For
1.5 Elect Director Gregory B. Maffei
--- For
1.6 Elect Director Timothy Mott --- For
1.7 Elect Director Lawrence F. Probst
III --- For
1.8 Elect Director Linda J. Srere ---
For
2 Amend Omnibus Stock Plan For For
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
09/12/03 - A Integrated Device Technology, 458118106 07/21/03 4,600
Inc. *IDTI*
1 Elect Director Gregory S. Lang For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For Against
08/28/03 - A Medtronic, Inc. *MDT* 585055106 07/03/03 1,600
1 Elect Directors For Split
1.1 Elect Director Richard H. Anderson
--- For
1.2 Elect Director Michael R.
Bonsignore --- For
1.3 Elect Director Gordon M. Sprenger
--- Withhold
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
4 Approve Executive Incentive Bonus For For
Plan
08/15/03 - A Microchip Technology, Inc. 595017104 06/20/03 2,900
*MCHP*
1 Elect Directors For For
1.1 Elect Director Steve Sanghi --- For
We recommend a vote FOR the directors.
1.2 Elect Director Albert J.
Hugo-Martinez --- For
1.3 Elect Director L.B. Day --- For
1.4 Elect Director Matthew W. Chapman
--- For
1.5 Elect Director Wade F. Meyercord
--- For
2 Amend Employee Stock Purchase Plan For For
3 Amend Employee Stock Purchase Plan For For
09/02/03 - A Network Appliance, Inc. *NTAP* 64120L104 07/07/03 4,900
1 Elect Directors For For
1.1 Elect Director Daniel J.
Warmenhoven --- For
1.2 Elect Director Donald T. Valentine
--- For
1.3 Elect Director Sanjiv Ahuja --- For
1.4 Elect Director Carol A. Bartz ---
For
1.5 Elect Director Michael R. Hallman
--- For
1.6 Elect Director Nicholas G. Moore
--- For
1.7 Elect Director Dr. Sachio Semmoto
--- For
1.8 Elect Director Robert T. Wall ---
For
2 Amend Omnibus Stock Plan For Against
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
5 Other Business For Against
09/05/03 - A Pixar, Inc. *PIXR* 725811103 07/23/03 4,000
1 Elect Directors For Split
1.1 Elect Director Steve Jobs ---
Withhold
WITHHOLD votes for failure to establish an
independent nominating committee.
1.2 Elect Director Dr. Edwin E. Catmull
--- Withhold
WITHHOLD votes for poor attendance and for
failure to establish an independent nominating
committee.
1.3 Elect Director Skip M. Brittenham
--- Withhold
WITHHOLD votes for failure to establish an
independent nominating committee.
1.4 Elect Director Joseph A. Graziano
--- For
1.5 Elect Director Lawrence B. Levy ---
Withhold
WITHHOLD votes for standing as an affiliated
outsider on the Audit Committee, and for failure
to establish an independent nominating committee.
1.6 Elect Director Joe Roth --- Withhold
WITHHOLD votes for poor attendance.
1.7 Elect Director Larry W. Sonsini ---
Withhold
WITHHOLD votes for poor attendance and for
failure to establish an independent nominating
committee.
1.8 Elect Director John S. Wadsworth,
Jr. --- For
2 Ratify Auditors For For
08/26/03 - A QLogic Corp. *QLGC* 747277101 07/01/03 2,400
1 Elect Directors For For
1.1 Elect Director H.K. Desai --- For
1.2 Elect Director Larry R. Carter ---
For
1.3 Elect Director James R. Fiebiger
--- For
1.4 Elect Director Balakrishnan S. Iyer
--- For
1.5 Elect Director Carol L. Miltner ---
For
1.6 Elect Director George D. Wells ---
For
2 Amend Omnibus Stock Plan For For
3 Ratify Auditors For For
08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 4,200
1 Elect Directors For For
2 Ratify Auditors For For
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT TECHNOLOGY PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
10/06/03 - S Boston Scientific Corp. *BSX* 101137107 08/27/03 2,400
1 Increase Authorized Common Stock For For
10/29/03 - A CheckFree Corp. *CKFR* 162813109 09/08/03 2,800
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
Shareholder Proposal
3 Make Effort to Locate Women and Against Abstain
Minorities for Board Nomination
11/11/03 - A Cisco Systems, Inc. *CSCO* 17275R102 09/12/03 104,000
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
Shareholder Proposals
4 Report on Company Products Used by Against Against
the Government to Monitor the
Internet
5 Report on Pay Disparity Against Against
12/16/03 - A Comverse Technology, Inc. 205862402 10/28/03 5,000
*CMVT*
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Approve Executive Incentive Bonus For For
Plan
4 Ratify Auditors For For
10/28/03 - S Concord EFS, Inc. *CE* 206197105 09/08/03 3,800
1 Approve Merger Agreement For For
10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 10,200
1 Approve Merger Agreement For For
11/18/03 - S Interwoven, Inc. *IWOV* 46114T102 09/30/03 30,300
1 Approve Merger Agreement For For
2 Approve Reverse Stock Split For For
11/06/03 - A JDS Uniphase Corp. *JDSU* 46612J101 09/15/03 26,400
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
3 Ratify Auditors For For
11/05/03 - A KLA-Tencor Corp. *KLAC* 482480100 09/15/03 6,700
1.a Elect Director H. Raymond Bingham For For
1.b Elect Director Robert T. Bond For For
1.c Elect Director Richard J. Elkus, Jr. For For
1.d Elect Director Michael E. Marks For For
2 Ratify Auditors For For
11/05/03 - A Linear Technology Corp. *LLTC* 535678106 09/08/03 4,900
1 Elect Directors For Split
1.1 Elect Director Robert H. Swanson,
Jr. --- Withhold
We recommend a vote FOR the directors with the
exception of insider Robert H. Swanson, Jr. We
recommend that shareholders WITHHOLD votes from
Robert H. Swanson, Jr., for failure to establish
an independent nominating committee.
1.2 Elect Director David S. Lee --- For
1.3 Elect Director Leo T. McCarthy ---
For
1.4 Elect Director Richard M. Moley ---
For
1.5 Elect Director Thomas S. Volpe ---
For
2 Ratify Auditors For For
11/13/03 - A Maxim Integrated Products, Inc. 57772K101 09/15/03 5,200
*MXIM*
1 Elect Directors For Split
1.1 Elect Director James R. Bergman ---
For
We recommend a vote FOR the directors with the
exception of John F. Gifford, from whom we
recommend shareholders WITHHOLD votes for
failure to establish an independent nominating
committee.
1.2 Elect Director John F. Gifford ---
Withhold
1.3 Elect Director B. Kipling Hagopian
--- For
1.4 Elect Director M. D. Sampels --- For
1.5 Elect Director A. R. Frank Wazzan
--- For
2 Amend Stock Option Plan For Against
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
11/21/03 - A Micron Technology, Inc. *MU* 595112103 09/22/03 10,300
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Amend Stock Option Plan For For
4 Ratify Auditors For For
11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 87,800
1 Elect Directors For Split
1.1 Elect Director William H. Gates,
III --- For
We recommend a vote FOR the directors with the
exception of Jon A. Shirley. We recommend that
shareholders WITHHOLD votes from Jon A. Shirley
for standing as an affiliated outsider on the
Audit Committee.
1.2 Elect Director Steven A. Ballmer
--- For
1.3 Elect Director James I. Cash, Jr.,
Ph.D. --- For
1.4 Elect Director Raymond V. Gilmartin
--- For
1.5 Elect Director Ann McLaughlin
Korologos --- For
1.6 Elect Director David F. Marquardt
--- For
1.7 Elect Director Charles H. Noski ---
For
1.8 Elect Director Dr. Helmut Panke ---
For
1.9 Elect Director Wm. G. Reed, Jr. ---
For
1.10 Elect Director Jon A. Shirley ---
Withhold
2 Amend Omnibus Stock Plan For For
3 Amend Non-Employee Director Stock For For
Option Plan
Shareholder Proposal
4 Refrain from Giving Charitable Against Against
Contributions
10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 76,300
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Ratify Auditors For For
4 Amend Non-Employee Director Omnibus For For
Stock Plan
Shareholder Proposal
5 Implement China Principles Against Against
12/19/03 - S Wind River Systems, Inc. *WIND* 973149107 11/21/03 28,200
1 Amend Omnibus Stock Plan For For
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
THRIVENT TECHNOLOGY PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
03/02/04 - A Agilent Technologies Inc. *A* 00846U101 01/05/04 200
1 Elect Directors For For
2 Ratify Auditors For For
03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 13,700
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Ratify Auditors For For
03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 38,700
1 Elect Directors For For
2 Amend Omnibus Stock Plan For For
02/26/04 - A Avaya Inc *AV* 053499109 12/31/03 200
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
3 Limit Awards to Executives Against Against
03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 4,700
1 Elect Directors For Split
1.1 Elect Director L.T. Babbio, Jr. ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Sanford M.
Litvack. We recommend that shareholders WITHHOLD
votes from Sanford M. Litvack for poor
attendance.
1.2 Elect Director P.C. Dunn --- For
1.3 Elect Director C.S. Fiorina --- For
1.4 Elect Director R.A. Hackborn --- For
1.5 Elect Director G.A. Keyworth II ---
For
1.6 Elect Director R.E. Knowling, Jr.
--- For
1.7 Elect Director S.M. Litvack ---
Withhold
1.8 Elect Director R.L. Ryan --- For
1.9 Elect Director L.S. Salhany --- For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
4 Expense Stock Options Against For
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing argue
that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
02/18/04 - A Lucent Technologies Inc. *LU* 549463107 12/22/03 94,700
1 Elect Directors For For
1.1 Elect Director Karl J. Krapek ---
For
1.2 Elect Director Patricia F. Russo
--- For
1.3 Elect Director Henry B. Schacht ---
For
1.4 Elect Director Franklin A. Thomas
--- For
2 Declassify the Board of Directors For Against
and Amend Director Removal Provision
3 Approve Non-Employee Director For For
Omnibus Stock Plan
The total cost of the company's plans of 3.28
percent is within the allowable cap for this
company of 10.90 percent. Additionally, this
plan expressly forbids repricing.
4 Approve Reverse Stock Split For For
Since there will not be an effective increase in
the common stock authorized due to the
proportionate reduction, we recommend that
shareholders consent to this item.
Shareholder Proposals
5 Submit Severance Agreement Against For
(Change-in-Control) to Shareholder
Vote
We generally support the submission of golden
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval, which would
limit a board's negotiating flexibility. Seeking
shareholder approval after the material terms of
the contract are agreed upon would give the
board a framework to work within and prevent the
excessive "pay for failure" packages that have
been witnessed at other companies. We believe
that a company's parachute provisions should be
reasonable and not excessive. The
ceiling set by the proponent at 2.99 times the
sum of an executive's base salary and bonus is
widely considered as the standard threshold
level of severance remuneration for corporate
executives. Moreover, as stated by the company,
its current severance agreements are below the
standard threshold level. As such, the adoption
of the proposed policy would have minimum impact
on the company currently but ensures good
corporate governance for future employment
contracts. Therefore, we support this proposal.
6 Prohibit Awards to Executives Against Against
We believe that top five compensation should be
linked to the company's performance. If the
company has met or exceeded the target
performance level, executives should be
remunerated for their efforts. Discontinuing all
rights, options or SARs under an expired stock
plan does not resolve the disconnect between pay
and performance. In fact, companies can continue
to grant rights, options or SARs under an
existing plan. Therefore, we do not support this
proposal.
03/25/04 - A Nokia Corp. 654902204 01/30/04 600
Meeting for Holders of ADRs
1 APPROVAL OF THE INCOME STATEMENTS For For
AND THE BALANCE SHEETS.
2 APPROVAL OF A DIVIDEND OF EUR 0.30 For For
PER SHARE.
3 APPROVAL OF THE DISCHARGE OF THE For For
CHAIRMAN, THE MEMBERS OF THE BOARD
OF DIRECTORS AND THE PRESIDENT FROM
LIABILITY.
4 Elect Directors For For
5 Ratify Auditors For For
6 APPROVAL OF THE PROPOSAL OF THE For For
BOARD TO REDUCE THE SHARE CAPITAL
THROUGH CANCELLATION OF NOKIA
SHARES HELD BY THE COMPANY
7 APPROVAL OF THE AUTHORIZATION TO For For
THE BOARD TO INCREASE THE SHARE
CAPITAL OF THE COMPANY.
8 APPROVAL OF THE AUTHORIZATION TO For For
THE BOARD TO REPURCHASE NOKIA
SHARES.
9 APPROVAL OF THE AUTHORIZATION TO For For
THE BOARD TO DISPOSE NOKIA SHARES
HELD BY THE COMPANY.
10 APPROVAL OF THE PROPOSAL OF THE For For
BOARD TO INCREASE THE CAPITAL OF
THE FOUNDATION OF NOKIA CORPORATION.
11 MARK THE FOR BOX IF YOU WISH TO None Against
INSTRUCT THE DEPOSITARY TO GIVE A
PROXY TO ANY ONE OF MARIANNA
UOTINEN-TARKOMA, ESA KAUNISTOLA,
BOTH LEGAL COUNSELS OF NOKIA
CORPORATION, TO AUTHORIZE ANY OF
THEM (WITH FULL POWER OF
SUBSTITUTION) TO VOTE, IN THEIR
DISCR
03/03/04 - A Parametric Technology Corp. 699173100 01/09/04 34,500
*PMTC*
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
03/02/04 - A QUALCOMM Inc. *QCOM* 747525103 01/02/04 100
1 Elect Directors For Split
1.1 Elect Director Adelia A. Coffman
--- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Adelia A.
Coffman. We recommend that shareholders WITHHOLD
votes from Adelia A. Coffman for standing as an
affiliated outsider on the Audit and
Compensation committees.
1.2 Elect Director Raymond V. Dittamore
--- For
1.3 Elect Director Irwin Mark Jacobs
--- For
1.4 Elect Director Richard Sulpizio ---
For
2 Amend Stock Option Plan For For
3 Ratify Auditors For For
4 Declassify the Board of Directors Against For
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT TECHNOLOGY PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
04/29/04 - A Active Power, Inc. *ACPW* 00504W100 02/13/04 40,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard E. Anderson
--- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Richard E.
Anderson. We recommend that shareholders
WITHHOLD votes from Richard E. Anderson for
standing as an affiliated outsider on the Audit
Committee and for failure to establish an
independent nominating committee.
1.2 Elect Director Rodney S. Bond ---
For
1.3 Elect Director Benjamin L. Scott
--- For
2 Ratify Auditors For For Mgmt
04/28/04 - A Adobe Systems Inc. *ADBE* 00724F101 03/03/04 1,439
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Expense Stock Options Against For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
4 Adopt a Plocy that will Committ Against For ShrHoldr
Executives to Hold a Significant
Percentage of their Shares
In this case, although the company has the
holding period requirement of 25 percent of the
net shares for two years, it does not appear
that the executives have significant holding of
outright shares. Per the company's 2004 proxy,
most of executives' beneficial stock ownership
is in the form of options.
5 Ratify Auditors For For Mgmt
05/25/04 - A Akamai Technologies, Inc. 00971T101 03/31/04 300
*AKAM*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/25/04 - A Amazon.com, Inc. *AMZN* 023135106 03/29/04 2,700
1 Elect Directors For For Mgmt
1.1 Elect Director Jeffrey P. Bezos ---
For
1.2 Elect Director Tom A. Alberg --- For
1.3 Elect Director L. John Doerr --- For
1.4 Elect Director William B. Gordon
--- For
1.5 Elect Director Myrtle S. Potter ---
For
1.6 Elect Director Thomas O. Ryder ---
For
1.7 Elect Director Patricia Q.
Stonesifer --- For
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
In this case, we note that in 2002 the company
switched to a restricted stock unit program,
with awards issued under the 1997 Stock
Incentive Plan. Such awards are to serve as the
primary vehicle for employee stock-based
compensation. Management states that, under the
program, the committee has discretion in
determining the criteria for the granting,
vesting, or forfeiture of restricted stock
units, which may include performance goals or
may be based on other factors, such as
continued employment. While we support
certain features of the restricted stock
proposal, such as granting restricted stock
based on achievement of performance criteria
and benchmarks, we believe the proposal is
restrictive given the fact that the proponent
asks for a complete substitution of options
with restricted stock.
06/10/04 - A American Power Conversion 029066107 04/14/04 5,200
Corp. *APCC*
1 Fix Number of Directors For For Mgmt
2 Elect Directors For Split Mgmt
2.1 Elect Director Rodger B. Dowdell,
Jr. --- Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Rodger B. Dowdell, Jr.,
Emanuel E. Landsman and Neil E. Rasmussen and
affiliated outsider Ervin F. Lyon. We recommend
that shareholders WITHHOLD votes from Rodger B.
Dowdell, Jr., Emanuel E. Landsman and Neil E.
Rasmussen for failure to establish a majority
independent board. We also recommend that
shareholders WITHHOLD votes from Ervin F. Lyon
for standing as an affiliated outsider on the
Audit, Compensation and Nominating committees
and for failure to establish a majority
independent board.
2.2 Elect Director Emanuel E. Landsman
--- Withhold
2.3 Elect Director Neil E. Rasmussen
--- Withhold
2.4 Elect Director Ervin F. Lyon ---
Withhold
2.5 Elect Director James D. Gerson ---
For
2.6 Elect Director John G. Kassakian
--- For
2.7 Elect Director John F. Keane, Sr.
--- For
2.8 Elect Director Ellen B. Richstone
--- For
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 23,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
05/19/04 - A Ask Jeeves, Inc. *ASKJ* 045174109 03/26/04 3,900
1 Elect Directors For Split Mgmt
1.1 Elect Director A. George (skip)
Battle --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Garrett
Gruener. We recommend that shareholders
WITHHOLD votes from Garrett Gruener for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director Steven Berkowitz ---
For
1.3 Elect Director Garrett Gruener ---
Withhold
2 Ratify Auditors For For Mgmt
06/17/04 - A Autodesk, Inc. *ADSK* 052769106 05/05/04 13,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Adopt Policy Regarding Equity-Based Against For ShrHoldr
Compensation for Executives
Given that the company does not maintain any
mechanisms that promote the long-term value for
shareholders, we believe that support for this
non-binding proposal sends a strong message to
the board to require executives to have a
long-term stake in the company. Therefore,
executives are committed to promote the
long-term value for shareholders.
05/26/04 - A Avid Technology, Inc. *AVID* 05367P100 03/31/04 2,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Baxter International Inc. 071813109 03/05/04 4,600
*BAX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
06/11/04 - A BEA Systems, Inc. *BEAS* 073325102 04/30/04 36,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Dean O. Morton ---
Withhold
We recommend a vote FOR George Reyes but
WITHHOLD votes from independent outsider Dean
O. Morton. We recommend that shareholders
WITHHOLD votes from Audit Committee member Dean
O. Morton for paying excessive non-audit fees.
1.2 Elect Director George Reyes --- For
2 Ratify Auditors For Against Mgmt
In this case, 75.67 percent of the total fees
paid to the auditor is attributable to
non-audit work. This notably disproportionate
fee arrangement could significantly impair the
auditor's independence.
05/04/04 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/08/04 5,400
1 Elect Directors For For Mgmt
1.1 Elect Director Peter R. Dolan ---
For
1.2 Elect Director Louis V. Gerstner,
Jr. --- For
1.3 Elect Director Leif Johansson ---
For
2 Ratify Auditors For For Mgmt
3 Report on Political Against Against ShrHoldr
Contributions/Activities
4 Cease Political Against Against ShrHoldr
Contributions/Activities
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Report on Operational Impact of Against For ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
Given the seriousness of the issue and the
company's stated views and commitments, we
recommend in favor of this request.
7 Require Affirmative Vote of a Against Against ShrHoldr
Majority of the Shares to Elect
Directors
In light of the SEC's proposed new rule
regarding open access, we believe that
requiring a majority vote in the election of
directors is not in shareholders' best
interests. Given that: (1) the plurality voting
threshold is the accepted standard for the
election of directors of publicly traded
companies, (2) approval of this item could
disrupt board operations and the company's
financial performance in the event certain or
all of the director nominees do not receive
majority support and do not get elected, (3)
requiring a majority vote of the outstanding
shares in effect provides for a supermajority
of votes cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (4) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not believe that
the proposed amendment warrants shareholder
support at this time.
05/20/04 - A CDW Corp. *CDWC* 12512N105 04/01/04 5,300
1 Elect Directors For For Mgmt
1.1 Elect Director Michelle L. Collins
--- For
1.2 Elect Director Casey G. Cowell ---
For
1.3 Elect Director John A. Edwardson
--- For
1.4 Elect Director Daniel S. Goldin ---
For
1.5 Elect Director Donald P. Jacobs ---
For
1.6 Elect Director Michael P. Krasny
--- For
1.7 Elect Director Terry L. Lengfelder
--- For
1.8 Elect Director Susan D. Wellington
--- For
1.9 Elect Director Brian E. Williams
--- For
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For Against Mgmt
Omnibus Stock Plan
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 11.53 percent is above the allowable cap for
this company of 10.16 percent.
06/23/04 - A/S Cognos Inc. *CSN.* 19244C109 04/26/04 6,800
1 Elect Directors For For Mgmt
2 Ratify Ernst & Young LLP as Auditors For For Mgmt
3 Amend 2003 - 2008 Stock Option Plan For For Mgmt
4 Eliminate Class of Preferred Stock For For Mgmt
06/15/04 - A Comverse Technology, Inc. 205862402 04/27/04 20,300
*CMVT*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/11/04 - A DST Systems, Inc. *DST* 233326107 03/12/04 3,500
1 Elect Directors For Split Mgmt
1.1 Elect Director A. Edward Allinson
--- Withhold
We recommend a vote FOR Michael G. Fitt with
the exception of affiliated outsider A. Edward
Allinson. We recommend that shareholders
WITHHOLD votes from A. Edward Allinson for
standing as an affiliated outsider on the Audit
and Nominating committees.
1.2 Elect Director Michael G. Fitt ---
For
2 Increase Authorized Common Stock For For Mgmt
06/24/04 - A eBay Inc. *EBAY* 278642103 04/26/04 14,500
1 Elect Directors For For Mgmt
1.1 Elect Director Philippe Bourguignon
--- For
1.2 Elect Director Thomas J. Tierney
--- For
1.3 Elect Director Margaret C. Whitman
--- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Increase Authorized Common Stock For Against Mgmt
The requested increase of 890,000,000 shares is
below the allowable threshold of 1,395,000,000
shares. However, the company stated that it
could use the additional shares of common stock
to oppose a hostile takeover attempt or delay
or prevent changes in control or management.
For instance, without further shareholder
approval, the company could adopt a "poison
pill" that would, under certain circumstances
related to an acquisition of shares that the
company did not approve, give certain holders
the right to acquire additional shares of
common stock at a low price. The company could
strategically sell shares of common stock in a
private transaction to purchasers who would
oppose a takeover or favor the current board.
Since the additional shares may be used
for management entrenchment purposes, we
recommend voting AGAINST this proposal.
5 Ratify Auditors For For Mgmt
6 Expense Stock Options Against For ShrHoldr
We support the general principle motivating
this non-binding proposal. In the wake of
financial reporting problems and excessive
executive compensation at companies like Enron
Corp., Worldcom Inc., and Tyco International
Ltd., we agree with the growing investor
consensus that companies should expense the
costs associated with stock options in order to
increase the accuracy of their financial
statements. Since the expensing of options
lowers earnings, most companies have elected
not to do so. Instead, most companies have
opted to disclose option values only in the
footnotes to their annual reports. However,
stock options have become an integral component
of compensation and their value cannot be
ignored and treated as "no-cost" compensation.
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
04/27/04 - A EDO Corp. *EDO* 281347104 03/05/04 6,214
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For Against Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 61,400
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 17,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/27/04 - A Informatica Corporation *INFA* 45666Q102 04/05/04 12,500
1 Elect Directors For For Mgmt
2 Amend Non-Employee Director Stock For For Mgmt
Option Plan
3 Ratify Auditors For For Mgmt
05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 77,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Craig R. Barrett ---
For
We recommend a vote FOR the directors with the
exception of independent outsider D. James
Guzy. We recommend that shareholders WITHHOLD
votes from D. James Guzy for sitting on more
than six boards.
1.2 Elect Director Charlene Barshefsky
--- For
1.3 Elect Director E. John P. Browne
--- For
1.4 Elect Director Andrew S. Grove ---
For
1.5 Elect Director D. James Guzy ---
Withhold
1.6 Elect Director Reed E. Hundt --- For
1.7 Elect Director Paul S. Otellini ---
For
1.8 Elect Director David S. Pottruck
--- For
1.9 Elect Director Jane E. Shaw --- For
1.10 Elect Director John L. Thornton ---
For
1.11 Elect Director David B. Yoffie ---
For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
5 Limit/Prohibit Awards to Executives Against For ShrHoldr
The company currently does not use
performance-vesting awards in its compensation
plans for senior executives. Although the
proponent in its supporting statement is
critical of fixed-price options, it does not
appear that the proposal advocates replacement
of options with performance-based restricted
stock. The proposal requests the the company
use performance-vesting stock in development of
future equity awards for senior executives.
Although the company has recently adopted
officer stockholding guidelines, a more
rigorous requirement would be 7x to 10x for the
CEO and scaled down for other executives.
Therefore, we believe that this proposal
warrants shareholder support.
6 Performance- Based/Indexed Options Against For ShrHoldr
In this case, the company uses standard options
for its long term compensation. It does not
currently award or plans to award
performance-based options. The proposal
requests for a portion of future stock option
grants to be performance-based to senior
executives and is therefore not unduly
restrictive. The company should be able to
identify appropriate performance criteria and
clearly disclose the associated performance
goals or hurdle rates to the shareholders. This
would provide further discipline and alignment
in award of executive compensation to
shareholders interest.
04/27/04 - A International Business 459200101 02/27/04 41,600
Machines Corp. *IBM*
1 Elect Directors For For Mgmt
1.1 Elect Director Cathleen Black ---
For
1.2 Elect Director Kenneth I. Chenault
--- For
1.3 Elect Director Carlos Ghosn --- For
1.4 Elect Director Nannerl O. Keohane
--- For
1.5 Elect Director Charles F. Knight
--- For
1.6 Elect Director Lucio A. Noto --- For
1.7 Elect Director Samuel J. Palmisano
--- For
1.8 Elect Director John B. Slaughter
--- For
1.9 Elect Director Joan E. Spero --- For
1.10 Elect Director Sidney Taurel --- For
1.11 Elect Director Charles M. Vest ---
For
1.12 Elect Director Lorenzo H. Zambrano
--- For
2 Ratify Auditors For For Mgmt
3 Ratify Auditors for the Company's For For Mgmt
Business Consulting Services Unit
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Provide for Cumulative Voting Against Against ShrHoldr
6 Amend Pension and Retirement Against Against ShrHoldr
Medical Insurance Plans
We believe the scope of the proponent's
proposal is overly broad since it asks that all
employees be allowed to choose participation in
the plan, which could be costly to
shareholders. Moreover, if the company
ultimately lost on these claims it would be
required to remedy the age discriminating
effect of its plans. Accordingly, we recommend
a vote against this proposal.
7 Submit Executive Compensation to Against For ShrHoldr
Vote
Pension fund income can distort true operating
performance, which should be the basis for
determining executive bonuses and compensation
rather than gains from defined benefit plans.
And because companies have discretion in
determining the assuptions to measure pension
obligation and expenses, there is potential for
manipulation. For example, J.P. Morgan Fleming
Asset Management found that the median expected
annual rate of return used among S&P 500
companies has remained steady at 9.2 percent
since 1997. Using a more realistic assumption
such as 6.5 percent would trim $44 billion off
S&P 500 profits just in 2003. We agree
with the principle advanced by the proposal and
believes a cleaner measure of earnings should
be applied to performance pay. A number of
companies are adopting this concept, including
General Electric, Verizon Communications and
Qwest Communications International Inc.
8 Expense Stock Options Against For ShrHoldr
We support the general principle motivating
this non-binding proposal. We agree with the
growing investor consensus that companies
should expense the costs associated with stock
options in order to increase the accuracy of
their financial statements. Although companies
can choose to expense options, the Financial
Accounting Standards Board (FASB) does not
require it. Since the expensing of options
lowers earnings, most companies have elected
not to do so. Instead, most companies have
opted to disclose option values only in the
footnotes to their annual reports. In
the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options (some 350) have had
flexibility in their selection of a specific
valuation methodology. Opponents of option
expensing argue that options are difficult to
value and expensing options could add
complexity and decrease transparency in
financial reporting. However, given the fact
that stock options have become an integral
component of compensation, their value cannot
be ignored and treated as "no-cost"
compensation. Given that (1) many companies use
stock options as a significant component of
overall compensation, (2) the exercise of
options result in a transfer of shareholder
value, and (3) the contingent cost of options
reduces earnings, we believe that options
should be expensed along with all other forms
of compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
9 Limit Awards to Executives Against Against ShrHoldr
We agree with proponent's underlying rationale
for disclosure of executive compensation.
However, the liability threshold of $2,000 is
arbitrary. Furthermore, based on the
independence of the company's compensation
committee, and the company's existing
disclosure regarding its compensation
practices, we agree with the board that the
current requirements for disclosure of
executive compensation are adequate and fair.
Therefore, we do not believe that shareholders
would receive any meaningful benefit from this
additional disclosure requirement.
10 China Principles Against Against ShrHoldr
11 Report on Political Against Against ShrHoldr
Contributions/Activities
12 Report on Executive Compensation Against For ShrHoldr
While we do not suggest that current
compensation practices have the intended
effects suggested by the shareholder, we
nonetheless support this proposal as the
additional reporting will provide shareholders
with greater transparency on compensation
policies.
05/12/04 - A Intersil Corporation *ISIL* 46069S109 03/17/04 8,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
04/22/04 - A Lexmark International, Inc. 529771107 03/05/04 6,000
*LXK*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
04/22/04 - A Lockheed Martin Corp. *LMT* 539830109 03/01/04 4,400
1 Elect Directors For Split Mgmt
1.1 Elect Director E.C. 'Pete'
Aldridge, Jr. --- For
We recommend a vote FOR the directors with the
exceptions of Joseph W. Ralston and Norman R.
Augustine. We recommend that shareholders
WITHHOLD votes from Joseph W. Ralston and
Norman R. Augustine for standing as affiliated
outsiders on the Nominating Committee.
1.2 Elect Director Nolan D. Archibald
--- For
1.3 Elect Director Norman R. Augustine
--- Withhold
1.4 Elect Director Marcus C. Bennett
--- For
1.5 Elect Director Vance D. Coffman ---
For
1.6 Elect Director Gwendolyn S. King
--- For
1.7 Elect Director Douglas H.
McCorkindale --- For
1.8 Elect Director Eugene F. Murphy ---
For
1.9 Elect Director Joseph W. Ralston
--- Withhold
1.10 Elect Director Frank Savage --- For
1.11 Elect Director Anne Stevens --- For
1.12 Elect Director Robert J. Stevens
--- For
1.13 Elect Director James R. Ukropina
--- For
1.14 Elect Director Douglas C. Yearley
--- For
2 Ratify Auditors For For Mgmt
3 Report on Executive Ties to Against Against ShrHoldr
Government
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
5 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
6 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
05/06/04 - A LSI Logic Corp. *LSI* 502161102 03/11/04 28,400
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For Against Mgmt
We generally approve of plans which: (a) comply
with Section 423 of the Internal Revenue Code;
(b) have a reasonable number of shares being
reserved; (c) have a reasonable offering
period, and; (d) place limits on participation.
However, in this case the plan also includes an
evergreen provision which allows the company to
annually reserve 1.15 percent of the company's
outstanding stock less the number of shares
available for future grants. Because there is
no expiration date specified for this plan, we
are unable to determine the total number of
shares which will become available for future
issuance and, as such, we are unable to
determine if the number of shares being
reserved is reasonable.
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Approve/Amend Executive Incentive For For Mgmt
Bonus Plan
5 Ratify Auditors For For Mgmt
06/16/04 - A Monster Worldwide, Inc. *MNST* 611742107 04/26/04 5,500
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/03/04 - A Motorola, Inc. *MOT* 620076109 03/05/04 61,400
1 Elect Directors For For Mgmt
1.1 Elect Director Edward Zander --- For
1.2 Elect Director H. Laurence Fuller
--- For
1.3 Elect Director Judy Lewent --- For
1.4 Elect Director Walter Massey --- For
1.5 Elect Director Nicholas Negroponte
--- For
1.6 Elect Director Indra Nooyi --- For
1.7 Elect Director John Pepper, Jr. ---
For
1.8 Elect Director Samuel Scott III ---
For
1.9 Elect Director Douglas Warner III
--- For
1.10 Elect Director John White --- For
1.11 Elect Director Mike Zafirovski ---
For
2 Limit Executive Compensation Against Against ShrHoldr
While we understand the proponent's concerns
with escalating CEO pay, we believe that the
proposal is unduly restrictive. The
compensation committee, which is composed
entirely of independent directors, should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. Furthermore, the features of
this proposal would limit equity awards to time
based restricted shares and set arbitrary caps
on salary, bonus and severance, regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
3 Limit Awards to Executives Against Against ShrHoldr
We believe that an independent compensation
committee needs to have flexibility in
constructing compensation packages for its top
managers in order to remain competitive in the
marketplace. The prohibition of all future
stock options would effectively limit the
company's ability to retain and attract
qualified management. This proposal is too
restrictive, and does not warrant shareholder
approval.
05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 4,600
*NXTL*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
05/18/04 - A Northrop Grumman Corp. *NOC* 666807102 03/22/04 3,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
4 Declassify the Board of Directors Against Against ShrHoldr
05/19/04 - A ON Semiconductor Corporation 682189105 03/22/04 12,700
*ONNN*
1 Elect Directors For Split Mgmt
1.1 Elect Director J. Daniel McCranie
--- For
We recommend a vote FOR the directors with the
exceptions of insiders Kevin Burns and Justin
T. Chang. We recommend that shareholders
WITHHOLD votes from Kevin Burns and Justin T.
Chang for failure to establish a majority
independent board.
1.2 Elect Director Kevin Burns ---
Withhold
1.3 Elect Director Justin T. Chang ---
Withhold
1.4 Elect Director Emmanuel T.
Hernandez --- For
2 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 22.12
percent is above the allowable cap for this
company of 19.85 percent. In addition the plan
is amended to allow the board to execute an
option exchange program at its discretion. We
would like to see the stock option transfer
program put to shareholder vote so that
shareholders can evaluate the proposed exchange
on its own merits and ensure that it is a
value-for-value exchange. We do not support
these plan amendments.
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Amend Certificate of Designation of For For Mgmt
Preferred Stock
5 Ratify Auditors For For Mgmt
04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 10,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
5 Cease Political Against Against ShrHoldr
Contributions/Activities
6 Report on Political Against Against ShrHoldr
Contributions/Activities
7 Establish Term Limits for Directors Against Against ShrHoldr
8 Report on Drug Pricing Against Against ShrHoldr
9 Limit Awards to Executives Against Against ShrHoldr
10 Amend Animal Testing Policy Against Against ShrHoldr
05/14/04 - A PMC-Sierra, Inc. *PMCS* 69344F106 03/15/04 10,820
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert Bailey --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider James Diller.
We recommend that shareholders WITHHOLD votes
from James Diller for standing as an affiliated
outsider on the Compensation and Nominating
committees.
1.2 Elect Director Alexandre Balkanski
--- For
1.3 Elect Director Richard Belluzzo ---
For
1.4 Elect Director James Diller ---
Withhold
1.5 Elect Director Jonathan Judge ---
For
1.6 Elect Director William Kurtz --- For
1.7 Elect Director Frank Marshall ---
For
1.8 Elect Director Lewis Wilks --- For
2 Ratify Auditors For For Mgmt
06/30/04 - A Protein Design Labs, Inc. 74369L103 05/20/04 8,200
*PDLI*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For Against Mgmt
Although the plan expressly prohibits
repricing, the total cost of the company's plan
is 14.04 percent, which is above the allowable
cap for this company of 12.51 percent.
3 Ratify Auditors For For Mgmt
05/06/04 - A Sap Ag 803054204 03/30/04 8,700
Meeting for Holders of ADRs
1 RESOLUTION ON THE APPROPRIATION OF For For Mgmt
THE RETAINED EARNINGS OF THE FISCAL
YEAR 2003
2 RESOLUTION ON THE FORMAL APPROVAL For For Mgmt
OF THE ACTS OF THE EXECUTIVE BOARD
IN THE FISCAL YEAR 2003
3 RESOLUTION ON THE FORMAL APPROVAL For For Mgmt
OF THE ACTS OF THE SUPERVISORY
BOARD IN THE FISCAL YEAR 2003
4 Ratify Auditors For For Mgmt
5 RESOLUTION ON ADJUSTMENTS TO For For Mgmt
SECTION 4 OF THE ARTICLES OF
ASSOCIATION
6 RESOLUTION ON THE AUTHORIZATION TO For For Mgmt
ACQUIRE AND USE TREASURY SHARES
7 RESOLUTION ON THE AUTHORIZATION TO For Against Mgmt
USE EQUITY DERIVATIVES IN
CONNECTION WITH THE ACQUISITION OF
TREASURY SHARES
We recommend a vote against this resolution on
the basis that it would allow the board to use
a speculative financial instrument without
sufficient safeguards.
06/23/04 - A Siebel Systems, Inc. *SEBL* 826170102 04/29/04 13,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Abstain For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
04/20/04 - A Sprint Corp. *FON* 852061506 02/20/04 600
1 Elect Directors For Split Mgmt
1.1 Elect Director Gordon M. Bethune
--- For
In light of the persistent and questionable
judgment displayed by the board, we recommend a
WITHHOLD vote from Linda Koch Lorimer as the
only continuing director up for re-election. It
is our stance that if the remaining continuing
directors were up for re-election, we would
recommend a withhold vote from those board
members as well.
1.2 Elect Director E. Linn Draper, Jr.
--- For
1.3 Elect Director Deborah A. Henretta
--- For
1.4 Elect Director Linda Koch Lorimer
--- Withhold
2 Ratify Auditors For For Mgmt
3 Performance- Based/Indexed Options Against For ShrHoldr
We support the general principal of
performance-based compensation, and believes
that there should be strong linkage between
company's performance and compensation at the
senior executive level. We also favor the use
of equity grants whose grant or vesting are
directly tied to the attainment of disclosed
performance criteria and the associated hurdle
rates. Sprint's long-term incentive program
utilizes time-based restricted stock grants and
stock options in 2003. Only the short-term
incentive compensation is tied to a
pre-established performance criteria. As for
stock options, the nature of the stock price
element is the performance feature of the
long-term incentive. Therefore, executives will
receive a benefit only when the stock price
increases. In light of Sprint's non
performance-based equity grants and Mr.
Forsee's 2003 compensation package, we
recommend a vote in favor of this proposal in
this case.
4 Limit Executive Compensation Against Against ShrHoldr
We agree with the spirit of the proposal and
has repeatedly stressed its concern throughout
this analysis of the compensation package of
chief executive officer Gary Forsee. However,
this proposal would arbitrarily set caps on
salary, bonus, and equity awards regardless of
the company's performance.
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Report on Foreign Outsourcing Against Abstain ShrHoldr
04/23/04 - A STMicroelectronics N.V. *STM* 861012102 03/11/04 8,200
Meeting for Holders of ADRs
1 ADOPTION OF THE ANNUAL ACCOUNTS FOR For For Mgmt
THE 2003 FINANCIAL YEAR
2 DISCHARGE OF THE SOLE MEMBER OF THE For For Mgmt
MANAGING BOARD
3 DISCHARGE OF THE MEMBERS OF THE For For Mgmt
SUPERVISORY BOARD
4 ADOPTION OF A DIVIDEND OF $0.12 PER For For Mgmt
COMMON SHARE
5 PROPOSAL OF APPOINTMENT OF GERALD For For Mgmt
ARBOLA AS A NEW MEMBER OF THE
SUPERVISORY BOARD AND TO COMPLETE
THE THREE-YEAR TERM
6 PROPOSAL OF APPOINTMENT OF DIDIER For For Mgmt
LOMBARD AS A NEW MEMBER OF THE
SUPERVISORY BOARD AND TO COMPLETE
THE THREE-YEAR TERM
7 APPROVAL OF THE COMPENSATION OF THE For For Mgmt
MEMBERS OF THE SUPERVISORY BOARD
8 APPROVAL OF THE NEW EMPLOYEE STOCK For For Mgmt
PURCHASE PLAN
9 DELEGATION TO THE SUPERVISORY BOARD For Against Mgmt
FOR FIVE YEARS OF THE AUTHORITY TO
ISSUE NEW SHARES
10 APPROVAL OF THE CHANGE IN THE For Against Mgmt
QUORUM FOR THE GENERAL MEETING OF
SHAREHOLDERS FROM ONE-THIRD OF THE
ISSUED SHARE CAPITAL TO 15% OF THE
ISSUED SHARE CAPITAL
11 AUTHORIZATION OF THE AMENDMENT OF For Against Mgmt
THE ARTICLES OF ASSOCIATION
RELATING TO THE ITEMS MENTIONED
UNDER RESOLUTION 10
12 APPROVAL OF OUR CORPORATE For For Mgmt
GOVERNANCE POLICY
05/20/04 - A Storage Technology Corp. *STK* 862111200 04/02/04 8,900
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Provide for Cumulative Voting Against Against ShrHoldr
05/11/04 - A Taiwan Semiconductor 874039100 03/15/04 3,200
Manufacturing Co.
Meeting for Holders of ADRs
1 TO ACCEPT 2003 BUSINESS REPORT AND For For Mgmt
FINANCIAL STATEMENTS.
2 TO APPROVE THE PROPOSAL FOR For For Mgmt
DISTRIBUTION OF 2003 PROFITS.
3 TO APPROVE THE CAPITALIZATION OF For For Mgmt
2003 DIVIDENDS AND EMPLOYEE PROFIT
SHARING.
05/12/04 - A Telik, Inc. *TELK* 87959M109 03/25/04 4,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/27/04 - A Teradyne, Inc. *TER* 880770102 04/05/04 5,500
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 6,500
1 Elect Directors For For Mgmt
1.1 Elect Director James R. Adams ---
For
1.2 Elect Director David L. Boren ---
For
1.3 Elect Director Daniel A. Carp ---
For
1.4 Elect Director Thomas J. Engibous
--- For
1.5 Elect Director Gerald W.
Fronterhouse --- For
1.6 Elect Director David R. Goode ---
For
1.7 Elect Director Wayne R. Sanders ---
For
1.8 Elect Director Ruth J. Simmons ---
For
1.9 Elect Director Richard K. Templeton
--- For
1.10 Elect Director Christine Todd
Whitman --- For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
05/21/04 - A Time Warner Inc *TWX* 887317105 03/23/04 29,300
1 Elect Directors For For Mgmt
1.1 Elect Director James L. Barksdale
--- For
1.2 Elect Director Stephen F.
Bollenbach --- For
1.3 Elect Director Stephen M. Case ---
For
1.4 Elect Director Frank J. Caufield
--- For
1.5 Elect Director Robert C. Clark ---
For
1.6 Elect Director Miles R. Gilburne
--- For
1.7 Elect Director Carla A. Hills ---
For
1.8 Elect Director Reuben Mark --- For
1.9 Elect Director Michael A. Miles ---
For
1.10 Elect Director Kenneth J. Novack
--- For
1.11 Elect Director Richard D. Parsons
--- For
1.12 Elect Director R. E. Turner --- For
1.13 Elect Director Francis T. Vincent,
Jr. --- For
2 Ratify Auditors For For Mgmt
3 Adopt China Principles Against Against ShrHoldr
4 Report on Pay Disparity Against Abstain ShrHoldr
Due to escalating executive pay and the fact
that the report requested will shed some light
on company's pay practices and policies, we
believe that this proposal warrants shareholder
approval.
05/20/04 - A Transwitch Corp. *TXCC* 894065101 03/22/04 2,000
1 Elect Directors For For Mgmt
1.1 Elect Director Santanu Das --- For
1.2 Elect Director Alfred F. Boschulte
--- For
1.3 Elect Director Hagen Hultzsch ---
For
1.4 Elect Director Gerald F. Montry ---
For
1.5 Elect Director James M. Pagos ---
For
1.6 Elect Director Albert E. Paladino
--- For
1.7 Elect Director Erik H. van der Kaay
--- For
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/27/04 - A VeriSign Inc *VRSN* 92343E102 03/29/04 25,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 10,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Against Against ShrHoldr
Voting
4 Require Majority of Independent Against Against ShrHoldr
Directors on Board
Because the company already satisfies our
guidelines on independence and has already
established a formal independence policy that
goes above and beyond our requirements, we
believe that this proposal does not warrant
shareholder support.
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans.
7 Submit Executive Compensation to Against For ShrHoldr
Vote
Because the SERP may confer extraordinary
benefits not included in employee-wide plans,
we believe that the proposal warrants
shareholder support.
8 Prohibit Awards to Executives Against Against ShrHoldr
We cannot support the outright prohibition on
tracking stock equity awards called for in this
proposal. Should the company in the future
decide to issue a tracking stock and concurrent
awards, we would apply our analytical criteria
at that point to decide whether such awards
deserve shareholder support.
9 Report on Stock Option Distribution Against Abstain ShrHoldr
by Race and Gender
10 Report on Political Against Against ShrHoldr
Contributions/Activities
We agree with management on this issue. The
laws that govern a company's political
activities and the company's commitment to
employees' rights regarding political
activities are stringent enough to ensure
political nonpartisanship.
11 Cease Charitable Contributions Against Against ShrHoldr
We do not believe that the fees in question
represent dubious or unreasonable charges and
agree with the company that eliminating such
charges could result in a competitive
disadvantage in the industry.
05/12/04 - A Vishay Intertechnology, Inc. 928298108 03/29/04 5,600
*VSH*
1 Elect Directors For Split Mgmt
1.1 Elect Director Dr. Felix Zandman
--- Withhold
We recommend a vote FOR Zvi Grinfas but
WITHHOLD votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
Philippe Gazeau for standing as an affiliated
outsider on the Audit Committee and for failure
to establish a majority independent board. We
also recommend WITHHOLDING votes from insiders
Dr. Felix Zandman and Dr. Gerald Paul for
failure to establish a majority independent
board.
1.2 Elect Director Philippe Gazeau ---
Withhold
1.3 Elect Director Zvi Grinfas --- For
1.4 Elect Director Dr. Gerald Paul ---
Withhold
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Approve Restricted Stock Plan For For Mgmt
06/09/04 - A Wind River Systems, Inc. 973149107 04/21/04 49,645
*WIND*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/27/04 - A XM Satellite Radio Holdings 983759101 04/09/04 100
Inc. *XMSR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Gary M. Parsons ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Thomas G.
Elliott. We recommend that shareholders
WITHHOLD votes from Thomas G. Elliott for poor
attendance.
1.2 Elect Director Hugh Panero --- For
1.3 Elect Director Nathaniel A. Davis
--- For
1.4 Elect Director Thomas J. Donohue
--- For
1.5 Elect Director Thomas G. Elliott
--- Withhold
1.6 Elect Director George W. Haywood
--- For
1.7 Elect Director Chester A. Huber,
Jr. --- For
1.8 Elect Director Jarl Mohn --- For
1.9 Elect Director Pierce J. Roberts,
Jr. --- For
1.10 Elect Director Jack Shaw --- For
05/21/04 - A Yahoo!, Inc. *YHOO* 984332106 03/25/04 11,800
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Terry S. Semel ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from insiders Terry S. Semel and
Jerry Yang, affiliated outsider Eric Hippeau,
and independent outsiders Gary L. Wilson,
Edward R. Kozel, Robert A. Kotick, Arthur H.
Kern, Ronald W. Burkle and Roy J. Bostock for
failing to remove a dead-hand, slow-hand, or
similar feature in the company's poison pill.
1.2 Elect Director Jerry Yang ---
Withhold
1.3 Elect Director Roy J. Bostock ---
Withhold
1.4 Elect Director Ronald W. Burkle ---
Withhold
1.5 Elect Director Eric Hippeau ---
Withhold
1.6 Elect Director Arthur H. Kern ---
Withhold
1.7 Elect Director Robert A. Kotick ---
Withhold
1.8 Elect Director Edward R. Kozel ---
Withhold
1.9 Elect Director Gary L. Wilson ---
Withhold
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
Vote Summary Report
Jul 01, 2003 - Jun 30, 2004
THRIVENT PARTNER SMALL CAP GROWTH PORTFOLIO
Meeting Company/ Ticker/ Rec Date Proposal Mgmt Vote Shares
Date Ballot Issues Security By Rec Cast Voted
- ------------- --------------------------------- ---------- ------------- ---------- --------- -------- ----------
- -------------------------------------------------------------------------------------------------------
05/27/2004 Acme Communications, Inc. ACME 4631107 04/02/2004 12,100
1.1 Elect Director Jamie M For For
Kellner
1.2 Elect Director Douglas M For For
Gealy
1.3 Elect Director Thomas M For Withhold
Allen
1.4 Elect Director James M For Withhold
Collis
1.5 Elect Director Michael M For For
Corrigan
1.6 Elect Director Thomas M For For
Embrescia
1.7 Elect Director Brian M For For
Mcneill
2 Ratify Auditors M For For
08/21/2003 Adaptec, ADPT 00651F108 06/25/2003 33,900
Inc.
1.1 Elect Director Carl J. M For For
Conti
3 Ratify Auditors M For Against
1.2 Elect Director Victoria L. M For For
Cotten
1.3 Elect Director Lucie J. M For Withhold
Fjeldstad
1.4 Elect Director Joseph S. M For For
Kennedy
1.5 Elect Director Ilene H. M For Withhold
Lang
1.6 Elect Director Robert J. M For Withhold
Loarie
1.7 Elect Director Robert N. M For For
Stephens
1.8 Elect Director Dr. Douglas E. Van M For For
Houweling
2 Amend Employee Stock M For For
Purchase Plan
05/05/2004 Advanced Energy Industries, Inc. AEIS 7973100 03/15/2004 5,059
1.1 Elect Director Douglas S. M For For
Schatz
1.2 Elect Director Richard P. M For For
Beck
1.3 Elect Director Robert L. M For For
Bratter
1.4 Elect Director Arthur A. M For For
Noeth
1.5 Elect Director Elwood M For For
Spedden
1.6 Elect Director Gerald M. M For For
Starek
2 Ratify Auditors M For For
05/20/2004 Advanced Fibre Communications, AFCI 00754A105 03/23/2004 27,000
Inc.
1.1 Elect Director John A. M For For
Schofield
1.2 Elect Director Ruann F. M For For
Ernst
1.3 Elect Director Frank Ianna M For For
2 Ratify Auditors M For For
05/25/2004 Alpharma ALO 20813101 04/02/2004 14,800
Inc.
1.1 Elect Director William I. M For Withhold
Jacobs
1.2 Elect Director Peter G. M For For
Tombros
1.3 Elect Director Farah M. M For For
Walters
06/16/2004 American Home Mortgage AHM 02660R107 04/23/2004 4,840
Investment, Corp.
1.1 Elect Director John A. M For For
Johnston
1.2 Elect Director M.A. M For For
Mcmanus, Jr.
1.3 Elect Director Irving J. M For For
Thau
2 Ratify Auditors M For For
05/18/2004 American Medical Security AMZ 02744P101 03/22/2004 2,200
Group, Inc.
1.1 Elect Director Mark A. M For For
Brodhagen
1.2 Elect Director Samuel V. M For For
Miller
1.3 Elect Director Michael T. M For For
Riordan
2 Amend Executive Incentive M For Against
Bonus Plan
05/06/2004 American Medical Systems AMMD 02744M108 03/19/2004 15,000
Holdings, Inc.
1.1 Elect Director Jay Graf M For For
05/18/2004 AMETEK, AME 31100100 03/26/2004 11,800
Inc.
1.1 Elect Director Lewis G. M For Withhold
Cole
1.2 Elect Director Charles D. M For Withhold
Klein
2 Increase Authorized Common M For For
Stock
3 Ratify Auditors M For For
05/20/2004 Amsurg AMSG 03232P405 04/02/2004 5,100
Corp.
1.1 Elect Director James A. M For For
Deal
1.2 Elect Director Steven I. M For For
Geringer
2 Increase Authorized Common M For For
Stock
3 Amend Omnibus Stock Plan M For Against
4 Ratify Auditors M For For
11/06/2003 Anaren ANEN 32744104 09/08/2003 8,700
Inc.
1.1 Elect Director Dale F. Eck M For For
1.2 Elect Director Carl W. M For For
Gerst, Jr.
1.3 Elect Director James G. M For For
Gould
2 Ratify Auditors M For For
04/21/2004 Apria Healthcare Group, Inc. AHG 37933108 03/17/2004 7,600
1.1 Elect Director Vicente M For For
Anido, Jr.
1.2 Elect Director I.T. Corley M For For
1.3 Elect Director David L. M For Withhold
Goldsmith
1.4 Elect Director Lawrence M For For
M. Higby
1.5 Elect Director Richard H. M For For
Koppes
1.6 Elect Director Philip R. M For For
Lochner, Jr.
1.7 Elect Director Jeri L. M For For
Lose
1.8 Elect Director Beverly M For For
Benedict Thomas
1.9 Elect Director Ralph V. M For For
Whitworth
04/29/2004 Argosy Gaming Co. AGY 40228108 03/10/2004 19,000
1.1 Elect Director Lance Callis M For For
1.2 Elect Director John B. M For Withhold
Pratt, Sr.
1.3 Elect Director Edward F. M For Withhold
Brennan
2 Other Business M For Against
06/18/2004 Ascential Software Corp. ASCL 04362P207 04/26/2004 13,025
1.1 Elect Director David J. M For For
Ellenberger
1.2 Elect Director William J. M For For
Weyand
2 Reduce Authorized Common M For For
Stock
3 Amend Employee Stock M For Against
Purchase Plan
4 Ratify Auditors M For For
08/13/2003 Aspen Technology, Inc. AZPN 45327103 06/20/2003 25,500
1 Approve Issuance of Warrants/Convertible M For Against
Debentures
2 Approve One-for-Two Reverse Stock M For Against
Split
3 Approve One-for-Three Reverse M For Against
Stock Split
4 Increase Authorized Common M For Against
Stock
5 Adjust Par Value of Common M For Against
Stock
6 Approve Omnibus Stock Plan M For Against
7 Amend Non-Employee Director Stock Option Plan M For Against
12/09/2003 Aspen Technology, Inc. AZPN 45327103 10/20/2003 21,200
1.1 Elect Director Douglas R. M For Against
Brown
1.2 Elect Director Stephen L. M For Against
Brown
1.3 Elect Director Stephen M. M For Against
Jennings
2 Amend Employee Stock M For Against
Purchase Plan
05/12/2004 Atmel ATML 49513104 03/16/2004 27,400
Corp.
1.1 Elect Director George M For For
Perlegos
1.2 Elect Director Gust M For For
Perlegos
1.3 Elect Director M For For
Tsung-Ching Wu
1.4 Elect Director T. Peter M For For
Thomas
1.5 Elect Director Norm Hall M For Withhold
1.6 Elect Director Pierre M For For
Fougere
1.7 Elect Director Dr. Chaiho M For For
Kim
1.8 Elect Director David M For For
Sugishita
2 Ratify Auditors M For For
06/10/2004 Avocent Corporation AVCT 53893103 04/30/2004 5,200
1.1 Elect Director William H. M For For
McAleer
1.2 Elect Director David P. M For For
Vieau
1.3 Elect Director Doyle C. M For For
Weeks
2 Ratify Auditors M For For
11/04/2003 BearingPoint, Inc. BE 74002106 09/12/2003 16,300
1.1 Elect Director Randolph C. M For For
Blazer
1.2 Elect Director Roderick C. M For Withhold
McGeary
1.3 Elect Director Alice M. M For For
Rivlin
05/14/2004 Borland Software corp. BORL 99849101 03/31/2004 17,298
1.1 Elect Director William F. M For For
Miller
1.2 Elect Director Laura S. M For For
Unger
1.3 Elect Director T. Michael M For For
Nevens
2 Declassify the Board of S Against For
Directors
3 Ratify Auditors M For For
05/26/2004 C&D Technologies, Inc. CHP 124661109 04/07/2004 14,300
1.1 Elect Director William M For For
Harral, III
1.2 Elect Director Wade H. M For For
Roberts, Jr.
1.3 Elect Director Kevin P. M For For
Dowd
1.4 Elect Director Robert I. M For For
Harries
1.5 Elect Director Pamela S. M For For
Lewis
1.6 Elect Director George M For For
MacKenzie
1.7 Elect Director John A. H. M For For
Shober
1.8 Elect Director Stanley W. M For For
Silverman
2 Ratify Auditors M For For
03/11/2004 Cabot CBT 127055101 01/12/2004 2,500
Corp.
1.1 Elect Director Kennett F. M For For
Burnes
1.2 Elect Director John S. M For For
Clarkeson
1.3 Elect Director Roderick M For For
C.G. MacLeod
1.4 Elect Director Ronaldo H. M For For
Schmitz
05/11/2004 Cal Dive International, Inc. CDIS 127914109 03/24/2004 17,800
1.1 Elect Director Owen Kratz M For For
1.2 Elect Director Bernard J. M For Withhold
Duroc-Danner
1.3 Elect Director John V. M For For
Lovoi
01/13/2004 Catapult Communications Corp. CATT 149016107 11/14/2003 12,500
1.1 Elect Director Dr. Peter M For For
S. Cross
1.2 Elect Director Dr. Richard M For For
A. Karp
1.3 Elect Director Nancy H. M For For
Karp
1.4 Elect Director Henry P. M For For
Massey, Jr.
1.5 Elect Director John M. M For For
Scandalios
1.6 Elect Director Charles L. M For For
Waggoner
2 Amend Stock Option Plan M For For
3 Ratify Auditors M For For
4 Other Business M For For
05/25/2004 CDI CDI 125071100 03/17/2004 800
Corp.
1.1 Elect Director Roger H. M For For
Ballou
3 Approve Omnibus Stock Plan M For For
4 Amend Employee Stock M For For
Purchase Plan
1.2 Elect Director Walter E. M For For
Blankley
1.3 Elect Director Michael J. M For For
Emmi
1.4 Elect Director Walter R. M For For
Garrison
1.5 Elect Director Kay Hahn M For For
Harrell
1.6 Elect Director Lawrence M For For
C. Karlson
1.7 Elect Director Ronald J. M For For
Kozich
1.8 Elect Director Barton J. M For Withhold
Winokur
2 Ratify Auditors M For For
05/04/2004 CENTENE CORP DEL CNC 15135B101 03/10/2004 1,400
1.1 Elect Director Steve M For For
Bartlett
1.2 Elect Director Richard P. M For Withhold
Wiederhold
2 Increase Authorized Common M For Against
Stock
05/28/2004 Cerner CERN 156782104 04/02/2004 200
Corp.
1.1 Elect Director Gerald E. M For Withhold
Bisbee, Jr., Ph.D.
1.2 Elect Director Michael E. M For For
Herman
1.3 Elect Director Nancy-Ann M For For
DeParle
2 Approve Omnibus Stock Plan M For For
3 Ratify Auditors M For For
06/24/2004 Charming Shoppes, Inc. CHRS 161133103 05/05/2004 1,697
1.1 Elect Director Joseph L. M For For
Castle, Ii
1.2 Elect Director Katherine M For For
M. Hudson
1.3 Elect Director Pamela S. M For For
Lewis
2 Approve Omnibus Stock Plan M For For
06/04/2004 Chesapeake Energy Corp. CHK 165167107 04/08/2004 14,600
1.1 Elect Director Frank A. M For For
Keating
1.2 Elect Director Tom L. Ward M For For
1.3 Elect Director Frederick M For For
B. Whittemore
2 Increase Authorized Common M For For
Stock
3 Increase Authorized M For For
Preferred Stock
06/08/2004 Chicago Pizza & Brewery, Inc. CHGO 167889104 04/19/2004 1,700
1.1 Elect Director Paul A. M For For
Motenko
2 Change Company Name M For For
3 Ratify Auditors M For For
1.2 Elect Director Jeremiah M For For
J. Hennessy
1.3 Elect Director Louis M. M For Withhold
Mucci
1.4 Elect Director James A. M For For
Dalpozzo
1.5 Elect Director Shann M. M For Withhold
Brassfield
1.6 Elect Director Larry D. M For For
Bouts
1.7 Elect Director John F. M For For
Grundhofer
1.8 Elect Director J. Roger M For For
King
1.9 Elect Director Steven C. M For For
Leonard
03/25/2004 Coherent, COHR 192479103 02/06/2004 7,300
Inc.
1.1 Elect Director Bernard J. M For For
Couillaud
3 Amend Stock Option Plan M For For
4 Ratify Auditors M For For
1.2 Elect Director Henry E. M For For
Gauthier
1.3 Elect Director John R. M For For
Ambroseo
1.4 Elect Director Charles W. M For For
Cantoni
1.5 Elect Director John H. M For Withhold
Hart
1.6 Elect Director Robert J. M For Withhold
Quillinan
1.7 Elect Director Lawrence M For For
Tomlinson
1.8 Elect Director Frank P. M For For
Carrubba
2 Amend Stock Option Plan M For Against
07/01/2004 Cost CPWM 221485105 05/07/2004 8,400
Plus,
Inc.
1.1 Elect Director Murray H. M For For
Dashe
4 Ratify Auditors M For For
1.2 Elect Director Joseph H. M For For
Coulombe
1.3 Elect Director Barry J. M For For
Feld
1.4 Elect Director Danny W. M For For
Gurr
1.5 Elect Director Kim D. M For For
Robbins
1.6 Elect Director Fredric M. M For For
Roberts
1.7 Elect Director Thomas D. M For For
Willardson
2 Approve Omnibus Stock Plan M For For
3 Amend Non-Employee Director Stock Option Plan M For Against
04/26/2004 Crane CR 224399105 02/27/2004 9,900
Co.
1.1 Elect Director Karen E. M For For
Dykstra
1.2 Elect Director Richard S. M For For
Forte
1.3 Elect Director William E. M For For
Lipner
1.4 Elect Director James L. M For For
L. Tullis
2 Ratify Auditors M For For
3 Approve Omnibus Stock Plan M For For
4 Approve Executive M For For
Incentive Bonus Plan
5 Implement MacBride S Against Against
Principles
03/04/2004 Cuno CUNO 126583103 01/21/2004 4,200
Inc.
1.1 Elect Director Mark G. M For For
Kachur
1.2 Elect Director David L. M For For
Swift
2 Approve Executive M For For
Incentive Bonus Plan
3 Ratify Auditors M For For
05/19/2004 CVB Financial Corp. CVBF 126600105 03/25/2004 5,490
1.1 Elect Director George A. M For For
Borba
1.2 Elect Director John A. M For For
Borba
1.3 Elect Director Ronald O. M For For
Kruse
1.4 Elect Director John J. M For For
LoPorto
1.5 Elect Director James C. M For For
Seley
1.6 Elect Director San E. M For For
Vaccaro
1.7 Elect Director D. Linn M For For
Wiley
2 Ratify Auditors M For For
05/20/2004 Cymer, CYMI 232572107 03/31/2004 6,800
Inc.
1.1 Elect Director Charles J. M For Withhold
Abbe
3 Ratify Auditors M For Against
1.2 Elect Director Robert P. M For For
Akins
1.3 Elect Director Edward H. M For Withhold
Braun
1.4 Elect Director Michael R. M For Withhold
Gaulke
1.5 Elect Director William G. M For For
Oldham
1.6 Elect Director Peter J. M For Withhold
Simone
1.7 Elect Director Young K. M For For
Sohn
1.8 Elect Director Jon D. M For For
Tompkins
2 Amend Employee Stock M For For
Purchase Plan
06/07/2004 DoubleClick Inc. DCLK 258609304 04/19/2004 8,300
1.1 Elect Director Thomas S. M For For
Murphy
1.2 Elect Director Mark E. M For For
Nunnelly
1.3 Elect Director Kevin J. M For Withhold
O'Connor
2 Ratify Auditors M For For
10/10/2003 Drexler Technology Corp. DRXR 261876106 08/21/2003 3,700
1.1 Elect Director Jerome M For For
Drexler
1.2 Elect Director Christopher M For Withhold
J. Dyball
1.3 Elect Director Richard M. M For For
Haddock
1.4 Elect Director Arthur H. M For For
Hausman
1.5 Elect Director Dan Maydan M For For
1.6 Elect Director William E. M For For
McKenna
1.7 Elect Director Walter F. M For Withhold
Walker
2 Hire Advisor/Maximize Shareholder S Against Against
Value
08/06/2003 DRS Technologies, Inc. DRS 23330X100 06/20/2003 5,000
1.1 Elect Director Mark N. M For Withhold
Kaplan
1.2 Elect Director Ira Albom M For For
1.3 Elect Director General Dennis J. Reimer, USA M For For
(Ret.)
2 Ratify Auditors M For For
10/30/2003 Electro Scientific Industries, ESIO 285229100 09/04/2003 19,900
Inc.
1.1 Elect Director Richard J. M For For
Faubert
1.2 Elect Director Keith L. M For For
Thomson
1.3 Elect Director Jon D. M For For
Tompkins
1.4 Elect Director Frederick M For For
A. Ball
1.5 Elect Director Robert R. M For For
Walker
2 Amend Stock Option Plan M For Against
05/26/2004 Entravision Communication EVC 29382R107 04/06/2004 28,600
1.1 Elect Director Walter F. M For For
Ulloa
3 Approve Omnibus Stock Plan M For Against
4 Ratify Auditors M For For
1.2 Elect Director Philip C. M For For
Wilkinson
1.3 Elect Director Paul A. M For For
Zevnik
1.4 Elect Director Darryl B. M For Withhold
Thompson
1.5 Elect Director Michael S. M For For
Rosen
1.6 Elect Director Esteban E. M For For
Torres
1.7 Elect Director Patricia M For For
Diaz Dennis
1.8 Elect Director Jesse M For For
Casso, Jr.
2 Authorize a New Class of M For For
Common Stock
05/07/2004 Entrust ENTU 293848107 03/12/2004 47,900
Inc.
1.1 Elect Director Michael P. M For For
Ressner
1.2 Elect Director Edward O. M For For
Vetter
2 Ratify Auditors M For For
09/04/2003 Exar Corporation EXAR 300645108 07/11/2003 10,500
1 Elect Director Dr. Frank M For For
P. Carrubba
2 Amend Non-Employee Director Stock Option Plan M For For
05/07/2004 FileNet FILE 316869106 03/16/2004 1,705
Corp.
1.1 Elect Director L. George M For For
Klaus
1.2 Elect Director William P. M For For
Lyons
1.3 Elect Director Lee D. M For For
Roberts
1.4 Elect Director John C. M For For
Savage
1.5 Elect Director Roger S. M For Withhold
Siboni
1.6 Elect Director Theodore M For For
J. Smith
2 Amend Omnibus Stock Plan M For For
3 Ratify Auditors M For For
12/09/2003 Financial Federal Corp. FIF 317492106 10/22/2003 7,700
1.1 Elect Director Lawrence B. M For For
Fisher
1.2 Elect Director William C. M For For
MacMillen, Jr.
1.3 Elect Director Michael C. M For For
Palitz
1.4 Elect Director Thomas F. M For For
Robards
1.5 Elect Director Paul R. M For For
Sinsheimer
1.6 Elect Director H. E. M For For
Timanus, Jr.
2 Ratify Auditors M For For
06/03/2004 First State Bancorporation FSNM 336453105 04/29/2004 3,945
1.1 Elect Director Leonard J. M For For
DeLayo, Jr.
1.2 Elect Director Bradford M For For
M. Johnson
1.3 Elect Director H. Patrick M For For
Dee
2 Ratify Auditors M For For
04/21/2004 FLIR Systems, Inc. FLIR 302445101 03/03/2004 7,647
1.1 Elect Director John D. M For For
Carter
1.2 Elect Director Michael T. M For For
Smith
2 Amend Stock Option Plan M For Against
06/22/2004 Flowserve Corp. FLS 34354P105 04/29/2004 20,100
1.1 Elect Director M For For
Christopher A. Bartlett
1.2 Elect Director Hugh K. M For For
Coble
1.3 Elect Director George T. M For For
Haymaker, Jr.
1.4 Elect Director William C. M For Withhold
Rusnack
2 Approve Omnibus Stock Plan M For For
04/27/2004 FMC FMC 302491303 03/01/2004 7,900
Corp.
1.1 Elect Director William F. M For For
Reilly
1.2 Elect Director James R. M For For
Thompson
1.3 Elect Director William G. M For For
Walter
2 Ratify Auditors M For For
04/21/2004 FMC Technologies, Inc. FTI 30249U101 02/27/2004 13,100
1.1 Elect Director Asbjorn M For For
Larsen
1.2 Elect Director Joseph H. M For For
Netherland
1.3 Elect Director James R. M For Withhold
Thompson
05/18/2004 Forward Air Corporation FWRD 349853101 03/10/2004 20,400
1.1 Elect Director Bruce A. M For For
Campbell
3 Amend Omnibus Stock Plan M For Against
4 Amend Non-Employee Director Stock Option Plan M For For
5 Approve Compensation Arrangement for Non-Employee M For Against
Director
1.2 Elect Director Andrew C. M For Withhold
Clarke
1.3 Elect Director Hon. M For For
Robert Keith Gray
1.4 Elect Director Richard W. M For For
Hanselman
1.5 Elect Director C. John M For For
Langley, Jr.
1.6 Elect Director Ray A. M For For
Mundy
1.7 Elect Director Scott M. M For Withhold
Niswonger
1.8 Elect Director B. Clyde M For For
Preslar
2 Ratify Auditors M For For
06/16/2004 Fred's, FRED 356108100 04/30/2004 9,530
Inc.
1.1 Elect Director Michael J. M For For
Hayes
1.2 Elect Director John R. M For Withhold
Eisenman
1.3 Elect Director Roger T. M For Withhold
Knox
1.4 Elect Director John D. M For Withhold
Reier
1.5 Elect Director Thomas H. M For Withhold
Tashjian
2 Ratify Auditors M For For
3 Approve Employee Stock M For For
Purchase Plan
05/13/2004 Gentex GNTX 371901109 03/19/2004 3,841
Corp.
1.1 Elect Director John Mulder M For For
1.2 Elect Director Frederick M For For
Sotok
1.3 Elect Director Wallace M For For
Tsuha
2 Amend Stock Option Plan M For For
3 Increase Authorized Common M For For
Stock
4 Ratify Auditors M For For
10/22/2003 Global Payments, Inc. GPN 37940X102 08/25/2003 7,600
1.1 Elect Director Raymond L. Killian, Jr. as M For For
Class I Director
1.2 Elect Director Michael W. Trapp as Class II M For For
Director
1.3 Elect Director Gerald J. Wilkins as Class II M For For
Director
1.4 Elect Director Alex W. Hart as M For For
Class III Director
1.5 Elect Director William I. Jacobs as Class M For For
III Director
1.6 Elect Director Gillian H. Denham as Class M For Withhold
III Director
1.7 Elect Director Alan M. Silberstein as Class M For For
III Director
05/25/2004 Greater Bay Bancorp GBBK 391648102 03/31/2004 7,076
1.1 Elect Director Frederick M For Withhold
J. de Grosz
5 Declassify the Board of M Against For
Directors
6 Declassify the Board of S Against For
Directors
1.2 Elect Director Susan Ford M For For
Dorsey
1.3 Elect Director James E. M For For
Jackson
1.4 Elect Director Stanley A. M For For
Kangas
1.5 Elect Director George M. M For Withhold
Marcus
1.6 Elect Director Duncan L. M For Withhold
Matteson
2 Increase Authorized Common M For For
Stock
3 Amend Omnibus Stock Plan M For For
4 Ratify Auditors M For For
06/17/2004 Hot HOTT 441339108 04/21/2004 13,500
Topic,
Inc.
1.1 Elect Director Cynthia M For For
Cohen
1.2 Elect Director Corrado M For For
Federico
1.3 Elect Director W. Scott M For For
Hedrick
1.4 Elect Director Elizabeth M For For
McLaughlin
1.5 Elect Director Bruce M For For
Quinnell
1.6 Elect Director Andrew M For For
Schuon
2 Ratify Auditors M For For
11/10/2003 Hyperion Solutions Corp. HYSL 44914M104 09/16/2003 4,800
1.1 Elect Director Jeffrey M For For
Rodek
1.2 Elect Director Aldo Papone M For For
2 Amend Employee Stock M For For
Purchase Plan
3 Ratify Auditors M For For
05/18/2004 IDX Systems Corp. IDXC 449491109 03/23/2004 900
1.1 Elect Director Robert H. M For Withhold
Hoehl
1.2 Elect Director Stuart H. M For Withhold
Altman, Ph.D.
1.3 Elect Director Mark F. M For For
Wheeler, M.D.
07/11/2003 Inamed IMDC 453235103 05/30/2003 1,700
Corp.
1.1 Elect Director Nicholas L. M For For
Teti
4 Amend Non-Employee Director Omnibus Stock M For For
Plan
5 Ratify Auditors M For For
6 Other Business M For Against
1.2 Elect Director James E. M For For
Bolin
1.3 Elect Director Malcolm R. M For For
Currie, Ph.D.
1.4 Elect Director John F. M For For
Doyle
1.5 Elect Director Mitchell S. M For For
Rosenthal, M.D.
1.6 Elect Director Joy A. M For For
Amundson
1.7 Elect Director Terry E. M For For
Vandewarker
2 Amend Employee Stock M For For
Purchase Plan
3 Approve Restricted Stock M For For
Plan
05/27/2004 Informatica Corporation INFA 45666Q102 04/05/2004 29,900
1.1 Elect Director Janice D. M For For
Chaffin
1.2 Elect Director Carl J. M For For
Yankowski
2 Amend Non-Employee Director Stock Option Plan M For Against
3 Ratify Auditors M For For
10/29/2003 Integrated Circuit Systems, Inc. ICST 45811K208 09/19/2003 21,000
1.1 Elect Director Hock E. Tan M For For
1.2 Elect Director Nam P. Suh, M For For
Ph.D.
09/12/2003 Integrated Device Technology, IDTI 458118106 07/21/2003 11,500
Inc.
1 Elect Director Gregory S. M For For
Lang
2 Amend Employee Stock M For For
Purchase Plan
3 Ratify Auditors M For Against
02/27/2004 Integrated Silicon Solution, ISSI 45812P107 12/31/2003 16,000
Inc.
1.1 Elect Director Jimmy S.M. M For Withhold
Lee
1.2 Elect Director Gary L. M For Withhold
Fischer
1.3 Elect Director Lip-Bu Tan M For For
1.4 Elect Director Hide L. M For Withhold
Tanigami
1.5 Elect Director Chun Win M For For
Wong
1.6 Elect Director Bruce A. M For For
Wooley
2 Amend Employee Stock M For Against
Purchase Plan
3 Ratify Auditors M For For
05/12/2004 Intersil Corporation ISIL 46069S109 03/17/2004 200
1.1 Elect Director Gregory L. M For For
Williams
3 Amend Omnibus Stock Plan M For For
1.2 Elect Director Richard M. M For For
Beyer
1.3 Elect Director Dr. Robert M For For
W. Conn
1.4 Elect Director James V. M For For
Diller
1.5 Elect Director Gary E. M For For
Gist
1.6 Elect Director Jan Peeters M For For
1.7 Elect Director Robert N. M For For
Pokelwaldt
1.8 Elect Director James A. M For For
Urry
2 Ratify Auditors M For Against
06/11/2004 Ipc Holdings Ltd IPCR G4933P101 03/31/2004 2,600
1.1 Elect Director Joseph M For For
C.H. Johnson
1.2 Elect Director James P. M For For
Bryce
1.3 Elect Director Kenneth L. M For For
Hammond
1.4 Elect Director Dr. Hon. M For For
C.E. James
1.5 Elect Director Frank Mutch M For For
1.6 Elect Director Anthony M. M For For
Pilling
2 Ratify Auditors M For For
10/28/2003 Jack Henry & Associates, Inc. JKHY 426281101 09/22/2003 9,400
1.1 Elect Director John W. M For For
Henry
1.2 Elect Director Jerry D. M For For
Hall
1.3 Elect Director Michael E. M For For
Henry
1.4 Elect Director James J. M For Withhold
Ellis
1.5 Elect Director Burton O. M For Withhold
George
1.6 Elect Director George R. M For Withhold
Curry
1.7 Elect Director Joseph J. M For Withhold
Maliekel
05/17/2004 JDA Software Group, Inc. JDAS 46612K108 03/31/2004 13,899
1.1 Elect Director Douglas G. M For For
Marlin
1.2 Elect Director Jock Patton M For For
2 Ratify Auditors M For For
05/24/2004 Jefferies Group, Inc JEF 472319102 03/26/2004 8,600
1.1 Elect Director W. Patrick M For Withhold
Campbell
1.2 Elect Director Richard G. M For For
Dooley
1.3 Elect Director Richard B. M For For
Handler
1.4 Elect Director Frank J. M For Withhold
Macchiarola
1.5 Elect Director John C. M For For
Shaw, Jr.
2 Increase Authorized Common M For Against
Stock
05/27/2004 Jones Lang LaSalle, Inc. JLL 48020Q107 03/26/2004 18,300
1.1 Elect Director M For Withhold
Henri-Claude de Bettignies
1.2 Elect Director Darryl M For Withhold
Hartley-Leonard
2 Ratify Auditors M For For
3 Amend Employee Stock M For For
Purchase Plan
4 Declassify the Board of S Against For
Directors
07/23/2003 KEMET Corporation KEM 488360108 06/13/2003 5,100
1.1 Elect Director Charles E. M For Withhold
Volpe
1.2 Elect Director Dr. Jeffrey M For Withhold
A. Graves
2 Ratify Auditors M For Against
05/26/2004 Kroll 501049100 03/31/2004 800
Inc.
1.1 Elect Director Michael G. M For For
Cherkasky
1.2 Elect Director Simon V. M For Withhold
Freakley
1.3 Elect Director Raymond E. M For Withhold
Mabus
1.4 Elect Director Joseph R. M For For
Wright
2 Approve Omnibus Stock Plan M For Against
3 Ratify Auditors M For For
05/24/2004 LabOne, LABS 50540L105 04/07/2004 8,270
Inc.
1.1 Elect Director John P. M For Withhold
Mascotte
2 Ratify Auditors M For For
3 Amend Omnibus Stock Plan M For For
11/06/2003 Lam Research Corp. LRCX 512807108 09/12/2003 19,200
1.1 Elect Director James W. M For For
Bagley
1.2 Elect Director David G. M For For
Arscott
1.3 Elect Director Robert M. M For For
Berdahl
1.4 Elect Director Richard J. M For For
Elkus, Jr.
1.5 Elect Director Jack R. M For For
Harris
1.6 Elect Director Grant M. M For For
Inman
2 Amend Employee Stock M For For
Purchase Plan
3 Approve Executive M For For
Incentive Bonus Plan
4 Ratify Auditors M For For
05/13/2004 Landstar System, Inc. LSTR 515098101 03/19/2004 19,500
1.1 Elect Director William S. M For For
Elston
1.2 Elect Director Merritt J. M For For
Mott
1.3 Elect Director Diana M. M For For
Murphy
2 Ratify Auditors M For For
3 Increase Authorized Common M For For
Stock
05/11/2004 Lattice Semiconductor Corp. LSCC 518415104 03/18/2004 16,800
1.1 Elect Director Mark O. M For Withhold
Hatfield
1.2 Elect Director Cyrus Y. M For For
Tsui
2 Amend Employee Stock M For For
Purchase Plan
3 Ratify Auditors M For For
10/30/2003 LAWSON SOFTWARE INC LWSN 520780107 09/12/2003 30,200
1.1 Elect Director John J. M For For
Coughlan
1.2 Elect Director David J. M For For
Eskra
1.3 Elect Director David R. M For For
Hubers
1.4 Elect Director Thomas G. M For For
Hudson
1.5 Elect Director Richard D. M For For
Kreysar
1.6 Elect Director David S. B. M For For
Lang
1.7 Elect Director H. Richard M For For
Lawson
1.8 Elect Director Michael A. M For For
Rocca
2 Ratify Auditors M For For
06/15/2004 LifePoint Hospitals, Inc. LPNT 53219L109 04/16/2004 2,600
1.1 Elect Director DeWitt M For Withhold
Ezell, Jr.
1.2 Elect Director William V. M For Withhold
Lapham
2 Amend Omnibus Stock Plan M For For
3 Amend Non-Employee Director Omnibus Stock M For For
Plan
4 Approve Executive M For For
Incentive Bonus Plan
5 Ratify Auditors M For For
12/10/2003 LTX Corporation LTXX 502392103 10/31/2003 17,900
1.1 Elect Director Roger W. M For For
Blethen
1.2 Elect Director Robert J. M For For
Boehlke
1.3 Elect Director Roger J. M For For
Maggs
2 Approve Employee Stock M For For
Purchase Plan
03/18/2004 Maximus MMS 577933104 01/09/2004 7,400
Inc.
1.1 Elect Director Paul R. M For Withhold
Lederer
1.2 Elect Director Peter B. M For Withhold
Pond
1.3 Elect Director James R. M For Withhold
Thompson, Jr.
2 Amend Employee Stock M For Against
Purchase Plan
05/27/2004 Medicines Company (The) MDCO 584688105 04/16/2004 8,200
1.1 Elect Director William W. M For Withhold
Crouse
1.2 Elect Director T. Scott M For For
Johnson
1.3 Elect Director David M. M For For
Stack
2 Ratify Auditors M For For
3 Approve Omnibus Stock Plan M For Against
11/19/2003 Medicis Pharmaceutical Corp. MRX 584690309 10/10/2003 3,100
1.1 Elect Director Arthur G. M For For
Altschul, Jr.
1.2 Elect Director Philip S. M For For
Schein, M.D.
2 Increase Authorized Common M For For
Stock
3 Ratify Auditors M For For
05/25/2004 Merit Medical Systems, Inc. MMSI 589889104 04/20/2004 14,932
1.1 Elect Director Rex C. Bean M For For
1.2 Elect Director Richard M For For
Edelman
2 Amend Omnibus Stock Plan M For Against
3 Ratify Auditors M For Against
09/30/2003 Merix MERX 590049102 08/12/2003 11,200
Corp.
1.1 Elect Director Kirby A. M For For
Dyess
1.2 Elect Director Carlene M. M For For
Ellis
1.3 Elect Director Mark R. M For For
Hollinger
1.4 Elect Director Donald D. M For For
Jobe
1.5 Elect Director George H. M For For
Kerckhove
1.6 Elect Director Dr. William M For For
W. Lattin
1.7 Elect Director William C. M For For
McCormick
1.8 Elect Director Robert C. M For For
Strandberg
05/06/2004 Mettler-Toledo International MTD 592688105 03/08/2004 8,542
Inc.
1.1 Elect Director Robert F. M For For
Spoerry
3 Approve Omnibus Stock Plan M For For
1.2 Elect Director Philip M For For
Caldwell
1.3 Elect Director John T. M For For
Dickson
1.4 Elect Director Philip H. M For For
Geier
1.5 Elect Director John D. M For For
Macomber
1.6 Elect Director Hans M For For
Ulrich Maerki
1.7 Elect Director George M. M For For
Milne, Jr.
1.8 Elect Director Thomas P. M For For
Salice
2 Ratify Auditors M For For
05/27/2004 Micrel, MCRL 594793101 04/01/2004 29,600
Inc.
1.1 Elect Director Raymond D. M For For
Zinn
1.2 Elect Director Warren H. M For For
Muller
1.3 Elect Director Larry L. M For For
Hansen
1.4 Elect Director George M For For
Kelly
1.5 Elect Director Donald M For For
Livingstone
2 Ratify Auditors M For For
05/05/2004 Microtune, TUNE 59514P109 03/08/2004 5,200
Inc.
1.1 Elect Director Walter S. M For Withhold
Ciciora
1.2 Elect Director Anthony J. M For For
LeVecchio
2 Amend Stock Option Plan M For Against
3 Amend Non-Employee Director Stock Option Plan M For For
4 Amend Employee Stock M For For
Purchase Plan
5 Ratify Auditors M For Against
05/26/2004 Minerals Technologies, Inc. MTX 603158106 03/29/2004 12,100
1.1 Elect Director John B. M For For
Curcio
1.2 Elect Director Paul R. M For For
Saueracker
1.3 Elect Director William C. M For For
Stivers
2 Ratify Auditors M For For
05/26/2004 MPS GROUP INC MPS 553409103 04/08/2004 5,300
1.1 Elect Director Derek E. M For For
Dewan
2 Approve Omnibus Stock Plan M For Against
3 Approve Non-Employee Director Omnibus Stock M For Against
Plan
4 Approve Executive M For Against
Incentive Bonus Plan
1.2 Elect Director Timothy D. M For For
Payne
1.3 Elect Director Peter J. M For Withhold
Tanous
1.4 Elect Director T. Wayne M For For
Davis
1.5 Elect Director John R. M For For
Kennedy
1.6 Elect Director Michael D. M For For
Abney
1.7 Elect Director William M. M For For
Isaac
1.8 Elect Director Darla D. M For For
Moore
1.9 Elect Director Arthur B. M For Withhold
Laffer
05/19/2004 National Financial Partners NFP 63607P208 04/02/2004 2,400
Corp.
1.1 Elect Director Stephanie M For For
Abramson
1.2 Elect Director Arthur M For For
Ainsberg
1.3 Elect Director Marc Becker M For Withhold
1.4 Elect Director Jessica M For For
Bibliowicz
1.5 Elect Director Matthew M For For
Goldstein
1.6 Elect Director Shari M For For
Loessberg
1.7 Elect Director Marc Rowan M For For
2 Approve Executive M For For
Incentive Bonus Plan
3 Ratify Auditors M For For
05/11/2004 National Instruments Corp. NATI 636518102 03/15/2004 28,149
1.1 Elect Director James J. M For For
Truchard
1.2 Elect Director Charles J. M For For
Roesslein
2 Amend Stock Option Plan M For For
03/26/2004 NCO Group, Inc. NCOG 628858102 02/19/2004 4,924
1 Approve Merger Agreement M For For
05/17/2004 NCO Group, Inc. NCOG 628858102 04/02/2004 5,724
1.1 Elect Director W. C. M For For
Dunkelberg Ph.D.
1.2 Elect Director Allen F. M For For
Wise
2 Approve Omnibus Stock Plan M For For
11/20/2003 NetIQ Corporation NTIQ 64115P102 09/26/2003 6,500
1.1 Elect Director David J. Barram as M For For
Class II Director
1.2 Elect Director Michael J. Maples as Class II M For For
Director
1.3 Elect Director Michael J. Rose as Class II M For For
Director
1.4 Elect Director Maureen F. McNichols as Class M For For
III Director
2 Ratify Auditors M For For
04/28/2004 NII Holdings, Inc. NIHD 62913F201 03/25/2004 229
1.1 Elect Director Steven P. M For Withhold
Dussek
1.2 Elect Director Steven M. M For Withhold
Shindler
2 Increase Authorized Common M For Against
Stock
3 Approve Omnibus Stock Plan M For For
4 Adjourn Meeting M For Against
04/14/2004 Nova Chemicals Corp. (Formerly NCX. 66977W109 03/08/2004 8,500
Nova Corp.)
1.1 Elect Director J.A. M For For
Blumberg
1.1 Elect Director J.E. Newall M For For
1.11Elect Director J.G. Rennie M For For
1.12Elect Director J.M. M For For
Stanford
2 Approve Auditors and Authorize Board to Fix M For For
Remuneration of Auditors
3 Approve Continuation of Company Under Canadian M For For
Business Corporation Act
4 Adopt New By-Laws M For For
1.2 Elect Director F.P. Boer M For For
1.3 Elect Director J. Bougie M For For
1.4 Elect Director J.V. M For For
Creighton
1.5 Elect Director R.E. M For For
Dineen, Jr.
1.6 Elect Director L.Y. M For For
Fortier
1.7 Elect Director K.L. M For For
Hawkins
1.8 Elect Director J.M. Lipton M For For
1.9 Elect Director A.M. M For For
Ludwick
05/20/2004 NPS Pharmaceuticals, Inc. NPSP 62936P103 04/06/2004 4,200
1.1 Elect Director Santo J. M For For
Costa
2 Ratify Auditors M For For
1.2 Elect Director John R. M For Withhold
Evans
1.3 Elect Director James G. M For Withhold
Groninger
1.4 Elect Director Hunter M For For
Jackson
1.5 Elect Director Joseph M For For
Klein III
1.6 Elect Director Donald E. M For Withhold
Kuhla
1.7 Elect Director Thomas N. M For For
Parks
1.8 Elect Director Calvin R. M For For
Stiller
1.9 Elect Director Peter G. M For For
Tombros
05/06/2004 Odyssey Healthcare, Inc. ODSY 67611V101 03/26/2004 2,100
1.1 Elect Director Richard R. M For For
Burnham
1.2 Elect Director David C. M For For
Gasmire
1.3 Elect Director Martin S. M For Withhold
Rash
2 Ratify Auditors M For For
04/29/2004 Olin OLN 680665205 03/04/2004 6,100
Corp.
1.1 Elect Director Michael M For For
Coleman
1.2 Elect Director Donald W. M For For
Griffin
1.3 Elect Director Randall W. M For For
Larrimore
1.4 Elect Director Anthony W. M For Withhold
Ruggiero
1.5 Elect Director Philip J. M For For
Schulz
2 Ratify Auditors M For For
02/03/2004 Oshkosh Truck Corp. OSK 688239201 12/10/2003 7,800
1.1 Elect Director J. William Andersen as Class M For For
A Director
1.2 Elect Director Robert G. Bohn as M For For
Class A Director
1.3 Elect Director Frederick M. Franks, Jr. as M For For
Class A Director
1.4 Elect Director Michael W. Grebe as Class A M For For
Director
1.5 Elect Director Kathleen J. Hempel as Class A M For For
Director
1.6 Elect Director J. Peter Mosling, Jr. as M For Withhold
Class A Director
1.7 Elect Director Stephen P. Mosling as Class A M For For
Director
1.8 Approve Omnibus Stock Plan M For For
11/11/2003 PAREXEL International Corp. PRXL 699462107 10/02/2003 3,300
1.1 Elect Director A. Joseph M For For
Eagle
1.2 Elect Director Richard L. M For For
Love
1.3 Elect Director Serge Okun M For For
2 Ratify Auditors M For For
07/17/2003 Park Electrochemical Corp. PKE 700416209 05/21/2003 5,300
1.1 Elect Director Mark S. Ain M For For
1.2 Elect Director Anthony M For Withhold
Chiesa
1.3 Elect Director Lloyd Frank M For Withhold
1.4 Elect Director Brian E. M For Withhold
Shore
1.5 Elect Director Jerry Shore M For Withhold
06/29/2004 PATTERSON-UTI ENERGY INC. PTEN 703481101 05/28/2004 10,400
1.1 Elect Director Mark S. M For For
Siegel
2 Increase Authorized Common M For For
Stock
3 Amend Omnibus Stock Plan M For Against
4 Amend Omnibus Stock Plan M For Against
5 Ratify Auditors M For For
1.2 Elect Director Cloyce A. M For For
Talbott
1.3 Elect Director A. Glenn M For For
Patterson
1.4 Elect Director Kenneth N. M For Withhold
Berns
1.5 Elect Director Robert C. M For For
Gist
1.6 Elect Director Curtis W. M For For
Huff
1.7 Elect Director Terry H. M For For
Hunt
1.8 Elect Director Kenneth R. M For For
Peak
1.9 Elect Director Nadine C. M For For
Smith
05/03/2004 Pegasus Solutions PEGS 705906105 03/09/2004 13,202
1.1 Elect Director William C. M For For
Hammett, Jr.
1.2 Elect Director Thomas F. M For Withhold
O'Toole
2 Ratify Auditors M For For
05/26/2004 Penn National Gaming, Inc. PENN 707569109 04/02/2004 11,500
1.1 Elect Director Robert P. M For For
Levy
1.2 Elect Director Barbara Z. M For Withhold
Shattuck
2 Ratify Auditors M For For
04/30/2004 Pentair, PNR 709631105 03/01/2004 6,500
Inc.
1.1 Elect Director Glynis A. M For For
Bryan
1.2 Elect Director David A. M For For
Jones
1.3 Elect Director William T. M For For
Monahan
1.4 Elect Director Karen E. M For For
Welke
2 Approve Outside Director Stock Options in M For For
Lieu of Cash
3 Approve Omnibus Stock Plan M For For
4 Approve Employee Stock M For For
Purchase Plan
5 Approve Employee Stock M For For
Purchase Plan
6 Ratify Auditors M For For
05/19/2004 Performance Food Group Co. PFGC 713755106 03/29/2004 2,800
1.1 Elect Director Mary C. M For Withhold
Doswell
1.2 Elect Director Fred C. M For Withhold
Goad, Jr.
1.3 Elect Director Robert C. M For For
Sledd
2 Amend Employee Stock M For For
Purchase Plan
12/17/2003 Pericom Semiconductor Corp. PSEM 713831105 10/20/2003 9,300
1.1 Elect Director Alex M For For
Chi-Ming Hui
1.2 Elect Director Chi-Hung M For For
(John) Hui, Ph.D.
1.3 Elect Director Hau L. Lee, M For For
Ph.D.
1.4 Elect Director Millard M For For
(Mel) Phelps
1.5 Elect Director Tay Thiam M For For
Song
1.6 Elect Director Jeffrey M For For
Young
2 Ratify Auditors M For For
05/12/2004 Petroquest Energy, Inc. PQUE 716748108 03/26/2004 25,200
1.1 Elect Director Charles T. M For For
Goodson
1.2 Elect Director Ralph J. M For For
Daigle
1.3 Elect Director William W. M For For
Rucks, IV
1.4 Elect Director Michael O. M For Withhold
Aldridge
1.5 Elect Director E. Wayne M For For
Nordberg
1.6 Elect Director Michael L. M For For
Finch
1.7 Elect Director W.J. M For For
Gordon, III
2 Other Business M For Against
05/19/2004 Pharmaceutical Product PPDI 717124101 03/19/2004 2,200
Development, Inc.
1.1 Elect Director Stuart M For For
Bondurant, M.D.
2 Other Business M For For
1.2 Elect Director Frederick M For For
Frank
1.3 Elect Director Terry M For For
Magnuson, Ph.D.
1.4 Elect Director Fredric N. M For For
Eshelman
1.5 Elect Director David L. M For For
Grange
1.6 Elect Director Ernest M For For
Mario, Ph.D.
1.7 Elect Director Marye Anne M For For
Fox
1.8 Elect Director Catherine M For For
M. Klema
1.9 Elect Director John A. M For For
McNeill, Jr.
05/18/2004 Premcor PCO 74045Q104 03/23/2004 16,587
Inc
1.1 Elect Director Thomas D. M For For
O'Malley
2 Amend Omnibus Stock Plan M For For
3 Ratify Auditors M For For
1.2 Elect Director Jefferson M For For
F. Allen
1.3 Elect Director Wayne A. M For For
Budd
1.4 Elect Director Stephen I. M For For
Chazen
1.5 Elect Director Marshall M For For
A. Cohen
1.6 Elect Director David I. M For For
Foley
1.7 Elect Director Robert L. M For For
Friedman
1.8 Elect Director Richard C. M For For
Lappin
1.9 Elect Director Wilkes M For For
McClave III
06/09/2004 Quest Software, Inc. QSFT 74834T103 05/07/2004 9,600
1.1 Elect Director Vicent C. M For For
Smith
1.2 Elect Director Doran G. M For For
Machin
1.3 Elect Director Jerry M For Withhold
Murdock, Jr.
1.4 Elect Director Raymond J. M For Withhold
Lane
1.5 Elect Director Augustine M For Withhold
L. Nieto II
1.6 Elect Director Kevin M. M For Withhold
Klausmeyer
2 Amend Stock Option Plan M For Against
3 Approve Increase in Size M For For
of Board
4 Ratify Auditors M For Against
06/02/2004 Red Robin Gourmet Burgers Inc RRGB 75689M101 04/05/2004 1,600
1.1 Elect Director Edward T. M For Withhold
Harvey
1.2 Elect Director Gary J. M For Withhold
Singer
2 Approve Omnibus Stock Plan M For For
3 Ratify Auditors M For For
10/30/2003 Regis RGS 758932107 09/19/2003 4,200
Corp.
1.1 Elect Director Rolf E. M For For
Bjelland
1.2 Elect Director Paul D. M For For
Finkelstein
1.3 Elect Director Thomas L. M For For
Gregory
1.4 Elect Director Van Zandt M For For
Hawn
1.5 Elect Director Susan S. M For For
Hoyt
1.6 Elect Director David B. M For For
Kunin
1.7 Elect Director Myron Kunin M For For
05/19/2004 Reliance Steel & Aluminum Co. RS 759509102 04/08/2004 7,000
1 Change Range for Size of M For For
the Board
2 Amend Non-Employee Director Stock Option Plan M For For
3.1 Elect Director Joe D. M For For
Crider
3.2 Elect Director Thomas W. M For For
Gimbel
3.3 Elect Director David H. M For For
Hannah
3.4 Elect Director Gregg J. M For For
Mollins
4 Approve Stock Option Plan M For For
5 Ratify Auditors M For For
6 Other Business M For For
10/17/2003 Resources Connection, Inc. RECN 76122Q105 08/22/2003 9,300
1.1 Elect Director Donald B. M For For
Murray
1.2 Elect Director Gerald M For For
Rosenfeld
1.3 Elect Director A. Robert M For For
Pisano
05/26/2004 Roper Industries, Inc. ROP 776696106 03/31/2004 4,100
1.1 Elect Director Brian D. M For For
Jellison
1.2 Elect Director W. M For For
Lawrence Banks
1.3 Elect Director David W. M For For
Devonshire
1.4 Elect Director John F. M For For
Fort III
2 Amend Omnibus Stock Plan M For For
3 Other Business M For Against
06/10/2004 Semtech SMTC 816850101 04/23/2004 39,820
Corp.
1.1 Elect Director Glen M. M For For
Antle
1.2 Elect Director James P. M For For
Burra
1.3 Elect Director Jason L. M For For
Carlson
1.4 Elect Director Rockell N. M For For
Hankin
1.5 Elect Director James T. M For For
Lindstrom
1.6 Elect Director John L. M For For
Piotrowski
1.7 Elect Director John D. Poe M For For
1.8 Elect Director James T. M For For
Schraith
2 Ratify Auditors M For For
08/07/2003 Sinclair Broadcast Group, Inc. SBGI 829226109 06/02/2003 13,900
1.1 Elect Director David D. M For Withhold
Smith
1.2 Elect Director Frederick M For Withhold
G. Smith
1.3 Elect Director J. Duncan M For Withhold
Smith
1.4 Elect Director Robert E. M For Withhold
Smith
1.5 Elect Director Basil A. M For Withhold
Thomas
1.6 Elect Director Lawrence E. M For For
McCanna
1.7 Elect Director Daniel C. M For For
Keith
1.8 Elect Director Martin R. M For For
Leader
2 Ratify Auditors M For For
05/05/2004 Spinnaker Exploration Company SKE 84855W109 03/12/2004 7,780
1.1 Elect Director Roger L. M For For
Jarvis
1.2 Elect Director Howard H. M For For
Newman
1.3 Elect Director Jeffrey A. M For For
Harris
1.4 Elect Director Michael E. M For For
Mcmahon
1.5 Elect Director Sheldon R. M For Withhold
Erikson
1.6 Elect Director Michael E. M For Withhold
Wiley
2 Ratify Auditors M For For
05/25/2004 Superior Energy Services, Inc. SPN 868157108 03/31/2004 18,400
1.1 Elect Director Terence E. M For For
Hall
1.2 Elect Director Joseph R. M For For
Edwards
1.3 Elect Director Justin L. M For For
Sullivan
1.4 Elect Director Ben A. M For For
Guill
1.5 Elect Director Richard A. M For Withhold
Bachmann
1.6 Elect Director Richard A. M For For
Pattarozzi
1.7 Elect Director Enoch L. M For For
Dawkins
2 Approve Non-Employee Director Restricted M For For
Stock Plan
3 Ratify Auditors M For For
05/11/2004 Swift Energy Co. SFY 870738101 03/30/2004 5,670
1.1 Elect Director A. Earl M For For
Swift
1.2 Elect Director Greg Matiuk M For For
1.3 Elect Director Henry C. M For Withhold
Montgomery
1.4 Elect Director Deanna L. M For For
Cannon
05/11/2004 Symbion, SMBI 871507109 03/29/2004 3,700
Inc.
1.1 Elect Director Eve M. M For Withhold
Kurtin
1.2 Elect Director Clifford M For Withhold
G. Adlerz
2 Ratify Auditors M For For
09/25/2003 Tektronix, TEK 879131100 07/21/2003 14,600
Inc.
1.1 Elect Director Gerry B. M For For
Cameron
1.2 Elect Director Cyril J. M For For
Yansouni
2 Refrain from Doing S Against Against
Business in China
06/04/2004 The J. Jill Group, Inc. JILL 466189107 04/05/2004 12,700
1.1 Elect Director Brett D. M For Withhold
Heffes
1.2 Elect Director Ruth M. M For Withhold
Owades
1.3 Elect Director Jonathan M For Withhold
P. Ward
05/06/2004 Tom Brown, Inc. 115660201 03/09/2004 17,800
1.1 Elect Director David M. M For For
Carmichael
1.2 Elect Director Henry M For Withhold
Groppe
1.3 Elect Director Edward W. M For Withhold
LeBaron, Jr.
1.4 Elect Director James D. M For For
Lightner
1.5 Elect Director John C. M For Withhold
Linehan
1.6 Elect Director Wayne W. M For Withhold
Murdy
1.7 Elect Director James B. M For For
Wallace
1.8 Elect Director Robert H. M For For
Whilden, Jr.
2 Increase Authorized Common M For For
Stock
05/19/2004 Trimble Navigation Ltd. TRMB 896239100 03/23/2004 7,850
1.1 Elect Director Steven W. M For For
Berglund
4 Ratify Auditors M For For
1.2 Elect Director Robert S. M For For
Cooper
1.3 Elect Director John B. M For For
Goodrich
1.4 Elect Director William M For For
Hart
1.5 Elect Director Ulf J. M For For
Johansson
1.6 Elect Director Bradford M For For
W. Parkinson
1.7 Elect Director Nickolas M For For
W. VandeSteeg
2 Amend Stock Option Plan M For For
3 Amend Employee Stock M For For
Purchase Plan
05/18/2004 Tuesday Morning Corp. TUES 899035505 03/19/2004 6,391
1.1 Elect Director Benjamin M For Withhold
D. Chereskin
1.2 Elect Director Kathleen M For For
Mason
1.3 Elect Director W. J. M For For
Hunckler, III
1.4 Elect Director Robin P. M For For
Selati
1.5 Elect Director Sally M For For
Frame Kasaks
1.6 Elect Director Henry F. M For Withhold
Frigon
1.7 Elect Director Giles H. M For Withhold
Bateman
2 Approve Omnibus Stock Plan M For Against
06/15/2004 Tumbleweed Communications Corp. TMWD 899690101 04/28/2004 21,700
1.1 Elect Director Taher M For For
Elgamal
1.2 Elect Director Deborah D. M For Withhold
Rieman
1.3 Elect Director James P. M For For
Scullion
2 Ratify Auditors M For For
04/29/2004 Umpqua Holdings Corp. UMPQ 904214103 03/15/2004 4,005
1.1 Elect Director David B. M For For
Frohnmayer
1.2 Elect Director Dan M For For
Giustina
1.3 Elect Director William A. M For For
Lansing
1.4 Elect Director Diana E. M For For
Goldschmidt
1.5 Elect Director Gary M. M For For
DeStefano
1.6 Elect Director Katherine M For For
L. Keene
04/28/2004 United Surgical Partners USPI 913016309 03/12/2004 2,600
International Inc
1.1 Elect Director Donald E. M For For
Steen
1.2 Elect Director Thomas L. M For For
Mills
1.3 Elect Director Boone M For Withhold
Powell, Jr.
1.4 Elect Director Paul B. M For For
Queally
2 Ratify Auditors M For For
02/04/2004 Varian VARI 922206107 12/12/2003 12,200
Inc
1.1 Elect Director John G. M For For
McDonald
1.2 Elect Director Wayne R. M For For
Moon
2 Approve/Amend Executive Incentive M For For
Bonus Plan
02/19/2004 Varian Medical Systems Inc VAR 92220P105 12/22/2003 2,500
1.1 Elect Director John Seely M For For
Brown
1.2 Elect Director Samuel M For For
Hellman
1.3 Elect Director Terry R. M For For
Lautenbach
2 Amend Executive Incentive M For For
Bonus Plan
02/10/2004 Varian Semiconductor Equipment VSEA 922207105 12/15/2003 22,300
Associates, Inc.
1.1 Elect Director Robert W. M For For
Dutton
2 Amend Omnibus Stock Plan M For For
3 Amend Omnibus Stock Plan M For For
4 Ratify Auditors M For For
10/23/2003 Verity, VRTY 92343C106 08/26/2003 7,500
Inc.
1.1 Elect Director Anthony J. M For For
Bettencourt
1.2 Elect Director Stephen A. M For For
MacDonald
2 Ratify Auditors M For For
08/26/2003 webMethods, Inc. WEBM 94768C108 07/10/2003 11,700
1.1 Elect Director R. James M For For
Green
1.2 Elect Director William A. M For For
Halter
1.3 Elect Director Robert Vasan M For For
2 Ratify Auditors M For For
05/25/2004 Wilson Greatbatch Technologies, GB 972232102 04/15/2004 8,300
Inc.
1.1 Elect Director Edward F. M For For
Voboril
1.2 Elect Director Pamela G. M For For
Bailey
1.3 Elect Director Joseph A. M For For
Miller, Jr.
1.4 Elect Director Bill R. M For Withhold
Sanford
1.5 Elect Director Peter H. M For Withhold
Soderberg
1.6 Elect Director Thomas S. M For For
Summer
1.7 Elect Director William B. M For For
Summers, Jr.
1.8 Elect Director John P. M For For
Wareham
05/26/2004 Zilog, ZILG 989524301 04/15/2004 8,300
Inc.
1.1 Elect Director Michael D. M For For
Burger
1.2 Elect Director Federico M For For
Faggin
1.3 Elect Director Robin A. M For Withhold
Abrams
1.4 Elect Director David G. M For For
Elkins
2 Ratify Auditors M For For
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT PARTNER SMALL CAP VALUE PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
08/06/03 - A Acxiom Corp. *ACXM* 005125109 06/13/03 2,200
1 Elect Directors For For
2 Amend Stock Option Plan For Against
3 Amend Stock Option Plan For Against
08/05/03 - A Alliant Techsystems Inc. *ATK* 018804104 06/10/03 600
1 Elect Directors For For
2 Ratify Auditors For For
Shareholder Proposal
3 Report on Space-Based Weapons Against Against
07/17/03 - A Apria Healthcare Group, Inc. 037933108 05/30/03 1,700
*AHG*
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
09/19/03 - A Casey's General Stores, Inc. 147528103 08/01/03 5,200
*CASY*
1 Elect Directors For Split
1.1 Elect Director Donald F. Lamberti
--- For
1.2 Elect Director John G. Harmon ---
For
1.3 Elect Director Kenneth H. Haynie
--- Withhold
1.4 Elect Director John P. Taylor ---
For
1.5 Elect Director Ronald M. Lamb ---
For
1.6 Elect Director John R. Fitzgibbon
--- For
1.7 Elect Director Patricia Clare
Sullivan --- For
07/24/03 - A Consolidated Graphics, Inc. 209341106 06/09/03 2,400
*CGX*
1 Elect Directors For For
09/29/03 - A Fidelity National Financial, 316326107 08/18/03 1,475
Inc. *FNF*
1 Increase Authorized Common Stock For For
2 Elect Directors For For
09/12/03 - A Integrated Device Technology, 458118106 07/21/03 1,900
Inc. *IDTI*
1 Elect Director Gregory S. Lang For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For Against
07/10/03 - S Methode Electronics, Inc. 591520200 06/05/03 2,600
*METHA*
1 Approve Tender Offer to Purchase For For
All Outstanding Shares of Class B
common Stock
09/17/03 - A PLATINUM UNDERWRITERS HOLDINGS G7127P100 08/01/03 1,800
LTD *PTP*
1 Elect H. Baldwin, J. Bank, D. For For
Carmichael, N. Currie, J. Fishman,
G. Morrison, S. Newman, and P.
Pruitt as Directors
2a Elect G. Morrison as Director of For For
Platinum Underwriters Bermuda, Ltd.
2b Elect M. Price as Director of For For
Platinum Underwriters Bermuda, Ltd.
2c Elect W. Robble as Director of For For
Platinum Underwriters Bermuda, Ltd.
3a Elect G. Morrison as Director of For For
Platinum Re (UK) Ltd.
3b Elect C. Pettengell as Director of For For
Platinum Re (UK) Ltd.
3c Elect R. Porter as Director of For For
Platinum Re (UK) Ltd.
4 Approve Section 162(m) Performance For For
Incentive Plan
5 Ratify KPMG as Auditors For For
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT PARTNER SMALL CAP VALUE PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
12/18/03 - S Allied Waste Industries, Inc. 019589308 11/03/03 4,000
*AW*
1 Approve Conversion of Securities For For
12/09/03 - S Bank Of The Ozarks Inc. *OZRK* 063904106 10/02/03 1,600
1 Increase Authorized Common Stock For For
10/15/03 - A * Briggs & Stratton Corp. *BGG* 109043109 08/21/03 700
1 Elect Directors For For
11/21/03 - A * Donaldson Co., Inc. *DCI* 257651109 09/26/03 800
1 Elect Directors For For
2 Ratify Auditors For For
3 Increase Authorized Common Stock For For
11/17/03 - A * Ethan Allen Interiors Inc. 297602104 09/26/03 1,500
*ETH*
1 Elect Director Frank G. Wisner For For
2 Ratify Auditors For For
11/24/03 - A * International Rectifier Corp. 460254105 09/26/03 1,300
*IRF*
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Amend Omnibus Stock Plan For For
4 Ratify Auditors For For
10/20/03 - S * Legato Systems, Inc. 524651106 09/05/03 2,900
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
11/19/03 - A * Medicis Pharmaceutical Corp. 584690309 10/10/03 1,000
*MRX*
1 Elect Directors For Withhold
2 Increase Authorized Common Stock For Against
3 Ratify Auditors For Against
11/18/03 - A * Moldflow Corp. *MFLO* 608507109 09/24/03 4,200
1 Elect Directors For Withhold
2 Amend Omnibus Stock Plan For Against
10/30/03 - A * Regis Corp. *RGS* 758932107 09/19/03 1,300
1 Elect Directors For For
12/10/03 - A Robbins & Myers, Inc. *RBN* 770196103 10/17/03 4,800
1 Elect Directors For For
2 Ratify Auditors For For
10/07/03 - A * Ruby Tuesday, Inc. *RI* 781182100 08/12/03 1,700
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
Shareholder Proposal
3 Report on Impact of Genetically Against Against
Engineered Foods
12/09/03 - A Thor Industries, Inc. *THO* 885160101 10/21/03 1,700
1 Elect Directors For Split
1.1 Elect Director Neil D. Chrisman ---
For
1.2 Elect Director Alan Siegel ---
Withhold
WITHHOLD votes from Alan Siegel for standing as
an affiliated outsider on the Compensation and
Nominating & Corporate Governance committees.
1.3 Elect Director Geoffrey A. Thomson
--- For
2 Increase Authorized Common Stock For Against
3 Approve Executive Incentive Bonus For For
Plan
11/17/03 - A * Watson Wyatt & Company 942712100 10/03/03 3,600
Holdings *WW*
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Amend Non-Employee Director Omnibus For For
Stock Plan
4 Other Business For Against
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
THRIVENT PARTNER SMALL CAP VALUE PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
01/23/04 - A ADVO, Inc. *AD* 007585102 11/28/03 2,400
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Ratify Auditors For For
02/11/04 - A Atmos Energy Corp. *ATO* 049560105 12/15/03 1,400
1 Elect Directors For For
01/22/04 - A Digi International Inc. *DGII* 253798102 12/05/03 6,300
1 Elect Directors For Split
1.1 Elect Director Guy C. Jackson ---
For
1.2 Elect Director Mykola Moroz ---
Withhold
WITHHOLD votes from Mykola Moroz for standing as
an affiliated outsider on the Audit Committee.
2 Ratify Auditors For For
02/02/04 - A Fair Isaac Inc. *FIC* 303250104 12/05/03 1,400
1 Elect Directors For Split
1.1 Elect Director A. George Battle ---
For
A substantial majority of the board members are
independent outsiders, and key board committees
have no insiders or affiliated outsiders. While
we commend the board for majority independent
and key board committees, we are taking action
on the employment inducement award plan as
described below. Employment Inducement
Award In November 2003, Fair Isaac
announced that its board of directors has
approved the 2003 Employment Inducement Award
Plan. The plan reserves 1.5 million shares for
granting inducement stock options and other
awards that meet the "employment inducement
award" provisions of the NYSE's recently revised
listing standards. The employment
inducement awards will be administered by the
independent compensation committee members. The
1.5 million employment inducement shares that
have been reserved represent 3.2% of the common
shares outstanding as of record date. At the
time of the press release, the company had
granted 169,500 stock options to 53 new
employees in connection with its acquisition of
the assets of Seurat Company and its affiliated
companies. We support the NYSE listing
reforms and applauds its efforts to improve the
corporate governance system. While we support
the proposed set of rules on the whole, one of
our concerns is the exemption for inducement
grants. Companies may abuse the inducement grant
provision and also use it to avoid shareholder
approval. We believe that companies should grant
employment inducement awards sparingly and use
it for few specific identified individuals. In
this case, Fair Isaac has allocated the number
of employment inducement grants prior to
identifying the specific recipients. Moreover,
shareholders have not been allowed the
opportunity to weigh in on the approval of the
plan to reserve these 1.5 million shares, which
represents a significant number of the company's
common shares outstanding as of record date.
Therefore, we recommend withholding
votes from the compensation committee members
(Alex W. Hart, Philip G. Heasley and Margaret L.
Taylor) who administer the company's equity
plans. We recommend a vote FOR all
directors except Alex W. Hart, Philip G. Heasley
and Margaret L. Taylor.
1.2 Elect Director Tony J. Christianson
--- For
1.3 Elect Director Thomas G. Grudnowski
--- For
1.4 Elect Director Alex W. Hart ---
Withhold
1.5 Elect Director Philip G. Heasley
--- Withhold
1.6 Elect Director Guy R. Henshaw ---
For
1.7 Elect Director David S.P. Hopkins
--- For
1.8 Elect Director Margaret L. Taylor
--- Withhold
2 Increase Authorized Common Stock For For
3 Ratify Auditors For For
02/04/04 - A Florida Rock Industries, Inc. 341140101 12/08/03 1,300
*FRK*
1 Elect Directors For For
02/05/04 - A Griffon Corp. *GFF* 398433102 12/26/03 500
1 Elect Directors For For
01/26/04 - S International Rectifier Corp. 460254105 12/19/03 1,600
*IRF*
1 Increase Authorized Common Stock For For
02/10/04 - A Jacobs Engineering Group Inc. 469814107 01/05/04 2,300
*JEC*
1 Elect Directors For For
2 Ratify Auditors For For
01/21/04 - A Lee Enterprises, Inc. *LEE* 523768109 12/01/03 2,100
1 Elect Directors For For
1.1 Elect Director Mary E. Junck --- For
1.2 Elect Director Andrew E. Newman ---
For
1.3 Elect Director Gordon D. Prichett
--- For
2 Approve/Amend Executive Incentive For For
Bonus Plan
3 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
02/05/04 - A MarineMax, Inc. *HZO* 567908108 12/19/03 2,750
1 Elect Directors For For
2 Ratify Auditors For For
03/02/04 - A Mesa Air Group, Inc. *MESA* 590479101 01/09/04 5,100
1 Elect Directors For For
2 Approve Omnibus Stock Plan For Against
3 Submit Shareholder Rights Plan Against For
(Poison Pill) to Shareholder Vote
4 Ratify Auditors For For
01/08/04 - S Methode Electronics, Inc. 591520200 11/18/03 4,500
*METH*
1 Approve Merger Agreement For For
02/17/04 - A Methode Electronics, Inc. 591520200 01/09/04 5,800
*METH*
1 Elect Directors For For
01/06/04 - A MSC Industrial Direct Co., Inc. 553530106 12/01/03 4,500
*MSM*
1 Elect Directors For For
2 Amend Restricted Stock Plan For For
3 Amend Stock Option Plan For For
4 Amend Stock Option Plan For For
5 Amend Stock Option Plan For For
6 Amend Employee Stock Purchase Plan For For
7 Ratify Auditors For For
02/03/04 - A Oshkosh Truck Corp. *OSK* 688239201 12/10/03 1,100
1 Elect Directors For Split
1.1 Elect Director J. William Andersen
as Class A Director --- For
We recommend a vote FOR the directors with the
exception of J. Peter Mosling, Jr., from whom we
recommend shareholders WITHHOLD votes for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director Robert G. Bohn as
Class A Director --- For
1.3 Elect Director Frederick M. Franks,
Jr. as Class A Director --- For
1.4 Elect Director Michael W. Grebe as
Class A Director --- For
1.5 Elect Director Kathleen J. Hempel
as Class A Director --- For
1.6 Elect Director J. Peter Mosling,
Jr. as Class A Director --- Withhold
1.7 Elect Director Stephen P. Mosling
as Class A Director --- For
1.8 Approve Omnibus Stock Plan For For
03/03/04 - A Parametric Technology Corp. 699173100 01/09/04 21,300
*PMTC*
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
02/27/04 - A Piedmont Natural Gas Co., Inc. 720186105 01/09/04 2,300
*PNY*
A.1 Elect Director Jerry W. Amos For For
A.2 Elect Director D. Hayes Clement For For
A.3 Elect Director Thomas E. Skains For For
A.4 Elect Director Frank B. Holding, Jr. For For
A.5 Elect Director David E. Shi For For
B Ratify Auditors For For
C Approve/Amend Executive Incentive For For
Bonus Plan
02/11/04 - A Plexus Corp. *PLXS* 729132100 12/12/03 5,500
1 Elect Directors For For
2 Ratify Auditors For For
02/26/04 - A Quanex Corp. *NX* 747620102 01/07/04 1,800
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
03/26/04 - A Quiksilver, Inc. *ZQK* 74838C106 02/06/04 8,800
1 Elect Directors For Split
1.1 Elect Director William M. Barnum,
Jr. --- For
We recommend a vote FOR the directors with the
exception of independent outsider Franck Riboud,
affiliated outsiders Robert G. Kirby, Charles E.
Crowe, and insiders Robert B. McKnight, Jr.,
Bernard Mariette. We recommend that shareholders
WITHHOLD votes from Franck Riboud for poor
attendance, Robert G. Kirby for standing as an
affiliated outsider on the Audit and
Compensation committees and for failure to
establish a majority independent board, and
Charles E. Crowe, Robert B. McKnight, Jr. and
Bernard Mariette for failure to establish a
majority independent board.
1.2 Elect Director Charles E. Crowe ---
Withhold
1.3 Elect Director Michael H. Gray ---
For
1.4 Elect Director Robert G. Kirby ---
Withhold
1.5 Elect Director Bernard Mariette ---
Withhold
1.6 Elect Director Robert B. McKnight,
Jr. --- Withhold
1.7 Elect Director Franck Riboud ---
Withhold
1.8 Elect Director Tom Roach --- For
2 Amend Omnibus Stock Plan For For
3 Approval of the Terms of the For For
Executive Incentive Plan
02/06/04 - A Sybron Dental Specialties, Inc. 871142105 12/17/03 3,800
*SYD*
1 Elect Directors For For
03/23/04 - A The Cooper Companies, Inc. 216648402 02/03/04 3,600
*COO*
1 Elect Directors For For
2 Ratify Auditors For For
3 Amend Omnibus Stock Plan For For
03/18/04 - A Toll Brothers, Inc. *TOL* 889478103 01/23/04 1,736
1 Elect Directors For For
2 Ratify Auditors For For
03/29/04 - S UniSource Energy Corp. *UNS* 909205106 02/23/04 1,770
1 Approve Merger Agreement For For
01/13/04 - A Winnebago Industries, Inc. 974637100 11/10/03 2,000
*WGO*
1 Elect Directors For For
1.1 Elect Director Joseph W. England
--- For
1.2 Elect Director Irvin E. Aal --- For
2 Approve Omnibus Stock Plan For For
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT PARTNER SMALL CAP VALUE PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 2,700
Inc. *AFCI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A ADVANCED MEDICAL OPTICS INC 00763M108 03/26/04 2,436
*AVO*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
06/16/04 - A Aeropostale, Inc *ARO* 007865108 04/29/04 4,800
1 Classify the Board of Directors For For Mgmt
2 Elect Directors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
05/12/04 - A Alexandria Real Estate 015271109 03/29/04 2,800
Equities, Inc. *ARE*
1 Elect Directors For Split Mgmt
1.1 Elect Director Jerry M. Sudarsky
--- Withhold
We recommend a vote FOR the directors with the
exception of Jerry M. Sudarsky. We recommend
that shareholders WITHHOLD votes from Jerry M.
Sudarsky for standing as an affiliated outsider
on the Audit Committee and for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Joel S. Marcus ---
For
1.3 Elect Director James H. Richardson
--- For
1.4 Elect Director Richard B. Jennings
--- For
1.5 Elect Director Richard H. Klein ---
For
1.6 Elect Director Anthony M. Solomon
--- For
1.7 Elect Director Alan G. Walton ---
For
1.8 Elect Director Richmond A. Wolf ---
For
2 Ratify Auditors For For Mgmt
05/21/04 - A Allied Waste Industries, Inc. 019589308 03/31/04 13,400
*AW*
1 Elect Directors For For Mgmt
1.1 Elect Director Thomas H. Van
Weelden --- For
1.2 Elect Director Robert M. Agate ---
For
1.3 Elect Director Leon D. Black --- For
1.4 Elect Director James W. Crownover
--- For
1.5 Elect Director Michael S. Gross ---
For
1.6 Elect Director Dennis R. Hendrix
--- For
1.7 Elect Director J. Tomilson Hill ---
For
1.8 Elect Director Lawrence V. Jackson
--- For
1.9 Elect Director Nolan Lehmann --- For
1.10 Elect Director Howard A. Lipson ---
For
1.11 Elect Director Antony P. Ressler
--- For
1.12 Elect Director Warren B. Rudman ---
For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
4 Report on Privatization Against Against ShrHoldr
We believe that the requested report would
impose an unnecessary cost to the company
without providing a corresponding benefit to
shareholders.
05/20/04 - A AMB Property Corp. *AMB* 00163T109 03/05/04 2,163
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/10/04 - A American Power Conversion 029066107 04/14/04 6,600
Corp. *APCC*
1 Fix Number of Directors For For Mgmt
2 Elect Directors For Split Mgmt
2.1 Elect Director Rodger B. Dowdell,
Jr. --- Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Rodger B. Dowdell, Jr.,
Emanuel E. Landsman and Neil E. Rasmussen and
affiliated outsider Ervin F. Lyon. We recommend
that shareholders WITHHOLD votes from Rodger B.
Dowdell, Jr., Emanuel E. Landsman and Neil E.
Rasmussen for failure to establish a majority
independent board. We also recommend that
shareholders WITHHOLD votes from Ervin F. Lyon
for standing as an affiliated outsider on the
Audit, Compensation and Nominating committees
and for failure to establish a majority
independent board.
2.2 Elect Director Emanuel E. Landsman
--- Withhold
2.3 Elect Director Neil E. Rasmussen
--- Withhold
2.4 Elect Director Ervin F. Lyon ---
Withhold
2.5 Elect Director James D. Gerson ---
For
2.6 Elect Director John G. Kassakian
--- For
2.7 Elect Director John F. Keane, Sr.
--- For
2.8 Elect Director Ellen B. Richstone
--- For
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/13/04 - A Applebee's International, Inc. 037899101 03/15/04 4,200
*APPB*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Report on Genetically Modified Against Against ShrHoldr
Organisms
04/21/04 - A Apria Healthcare Group, Inc. 037933108 03/17/04 4,646
*AHG*
1 Elect Directors For For Mgmt
05/11/04 - A Argonaut Group, Inc. *AGII* 040157109 04/05/04 7,410
1 Elect Directors For Split Mgmt
1.1 Elect Director Hector De Leon ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Fayez S.
Sarofim. We recommend that shareholders
WITHHOLD votes from Fayez S. Sarofim for poor
attendance.
1.2 Elect Director Frank W. Maresh ---
For
1.3 Elect Director Allan W. Fulkerson
--- For
1.4 Elect Director David Hartoch --- For
1.5 Elect Director John R. Power, Jr.
--- For
1.6 Elect Director George A. Roberts
--- For
1.7 Elect Director Fayez S. Sarofim ---
Withhold
1.8 Elect Director Mark E. Watson III
--- For
1.9 Elect Director Gary V. Woods --- For
2 Increase Authorized Common Stock For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Amend Non-Employee Director Stock For For Mgmt
Option Plan
6 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/27/04 - A Arkansas Best Corp. *ABFS* 040790107 02/27/04 1,213
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/06/04 - A Artesyn Technologies, Inc. 043127109 03/08/04 11,979
*ATSN*
1 Elect Directors For Split Mgmt
1.1 Elect Director Edward S. Croft, III
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Ronald D.
Schmidt. We recommend that shareholders
WITHHOLD votes from Ronald D. Schmidt for
standing as an affiliated outsider on the
Governance and Nominating Committee.
1.2 Elect Director Lawrence J. Matthews
--- For
1.3 Elect Director Joseph M. O'Donnell
--- For
1.4 Elect Director Stephen A.
Ollendorff --- For
1.5 Elect Director Phillip A. O'Reilly
--- For
1.6 Elect Director Bert Sager --- For
1.7 Elect Director A. Eugene Sapp, Jr.
--- For
1.8 Elect Director Ronald D. Schmidt
--- Withhold
1.9 Elect Director Lewis Solomon --- For
1.10 Elect Director John M. Steel --- For
2 Amend Non-Employee Director Stock For For Mgmt
Option Plan
3 Amend Omnibus Stock Plan For For Mgmt
06/17/04 - A Autodesk, Inc. *ADSK* 052769106 05/05/04 6,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Adopt Policy Regarding Equity-Based Against For ShrHoldr
Compensation for Executives
Given that the company does not maintain any
mechanisms that promote the long-term value for
shareholders, we believe that support for this
non-binding proposal sends a strong message to
the board to require executives to have a
long-term stake in the company. Therefore,
executives are committed to promote the
long-term value for shareholders.
06/10/04 - A Avocent Corporation *AVCT* 053893103 04/30/04 4,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A Axcelis Technologies Inc 054540109 03/08/04 3,471
*ACLS*
1 Elect Directors For Split Mgmt
1.1 Elect Director Gary L. Tooker ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Alexander M.
Cutler. We recommend that shareholders WITHHOLD
votes from Alexander M. Cutler for standing as
an affiliated outsider on the Audit,
Compensation and Nominating committees.
1.2 Elect Director Patrick H. Nettles
--- For
1.3 Elect Director Alexander M. Cutler
--- Withhold
2 Ratify Auditors For For Mgmt
04/27/04 - A BOK Financial Corp. *BOKF* 05561Q201 03/01/04 4,157
1 Elect Directors For Split Mgmt
1.1 Elect Director C. Fred Ball, Jr.
--- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider James A.
Robinson, independent outsiders Steven E. Moore
and David L. Kyle, and insiders Stanley A.
Lybarger, George B. Kaiser, V. Burns Hargis,
Robert G. Greer, and C. Fred Ball, Jr. We
recommend that shareholders WITHHOLD votes from
Steven E. Moore and David L. Kyle for poor
attendance, from Stanley A. Lybarger and George
B. Kaiser for standing as insiders on the
Compensation Committee and for failure to
establish an independent nominating committee,
and from James A. Robinson for standing as an
affiliated outsider on the Compensation
Committee and for failure to establish an
independent nominating committee. We also
recommend that shareholders WITHHOLD votes from
V. Burns Hargis, Robert G. Greer, and C. Fred
Ball, Jr. for failure to establish an
independent nominating committee.
1.2 Elect Director Sharon J. Bell ---
For
1.3 Elect Director Joseph E. Cappy ---
For
1.4 Elect Director Luke R. Corbett ---
For
1.5 Elect Director William E. Durrett
--- For
1.6 Elect Director Robert G. Greer ---
Withhold
1.7 Elect Director David F. Griffin ---
For
1.8 Elect Director V. Burns Hargis ---
Withhold
1.9 Elect Director E. Carey Joullian,
IV --- For
1.10 Elect Director George B. Kaiser ---
Withhold
1.11 Elect Director Judith Z. Kishner
--- For
1.12 Elect Director David L. Kyle ---
Withhold
1.13 Elect Director Robert J. LaFortune
--- For
1.14 Elect Director Stanley A. Lybarger
--- Withhold
1.15 Elect Director Steven J. Malcolm
--- For
1.16 Elect Director Paula
Marshall-Chapman --- For
1.17 Elect Director Steven E. Moore ---
Withhold
1.18 Elect Director James A. Robinson
--- Withhold
1.19 Elect Director L. Francis Rooney,
III --- For
04/30/04 - A Boyd Gaming Corp. *BYD* 103304101 03/31/04 6,000
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For Split Mgmt
2.1 Elect Director William S. Boyd ---
Withhold
We recommend a vote FOR Peter M. Thomas and
Frederick J. Schwab and a WITHHOLD for William
S. Boyd for standing as an insider on a
non-majority independent board.
2.2 Elect Director Frederick J. Schwab
--- For
2.3 Elect Director Peter M. Thomas ---
For
3 Ratify Auditors For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
04/27/04 - A Brooks Automation, Inc. *BRKS* 114340102 03/05/04 1,859
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
04/27/04 - A CH Energy Group Inc *CHG* 12541M102 03/01/04 2,249
1 Elect Directors For For Mgmt
05/06/04 - A Church & Dwight Co., Inc. 171340102 03/12/04 1,553
*CHD*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Ciber, Inc. *CBR* 17163B102 03/08/04 2,718
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
05/19/04 - A CIMAREX ENERGY CO *XEC* 171798101 03/26/04 7,600
1 Elect Directors For For Mgmt
04/22/04 - A CIRCOR International, Inc. 17273K109 03/05/04 10,900
*CIR*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/25/04 - A Community Health Systems, Inc. 203668108 03/31/04 200
*CYH*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
4 Separate Chairman and CEO Positions Against Against ShrHoldr
05/18/04 - A CONMED Corp. *CNMD* 207410101 03/31/04 5,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/04/04 - A Cooper Tire & Rubber Co. *CTB* 216831107 03/09/04 7,599
1 Elect Directors For For Mgmt
1.1 Elect Director Arthur H. Aronson
--- For
1.2 Elect Director Thomas A. Dattilo
--- For
1.3 Elect Director Byron O. Pond --- For
2 Ratify Auditors Against For ShrHoldr
This proposal would not effect the company's
ability to select its auditor, but rather would
allow shareholders the right to ratify or not
ratify that choice. We note that the company
has not, in the past, put the auditor up for
ratification. We also note that the non-audit
related fees paid to Ernst & Young, in the past
fiscal year represented 47.07 percent of the
total fees paid to that firm. The company's
Audit Committee has established a policy
regarding pre-approval of all audit and
non-audit services expected to be performed by
Ernst & Young. Before the corporate
accounting-related scandals of the past two
years, ratification of auditors was generally
viewed as a routine agenda item. A vote for an
auditor by shareholders is confirmation that
the auditor has objectively reviewed the
company's financial statements for compliance
with generally accepted accounting principles.
Due to the recent SEC rules on auditor
independence and increased shareholder scrutiny
on this issue, however, ratification of
auditors has turned into a more controversial
agenda item. As such, we believe that
shareholders should have the opportunity to
assess the auditor's general performance, the
audit and non-audit related fees paid by the
company, and the auditor's overall
independence. Therefore, we recommend a vote
for this proposal.
04/21/04 - A Corus Bankshares, Inc. *CORS* 220873103 02/23/04 3,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Joseph C. Glickman
--- Withhold
We recommend a vote FOR the directors with the
exceptions of Michael J. Mcclure and Steven D.
Fifield. We recommend that shareholders
WITHHOLD votes from Michael J. Mcclure for
standing as an affiliated outsider on the Audit
Committee, Steven D. Fifield for standing as an
affiliated outsider on the Compensation
Committee, and Michael J. Mcclure for standing
as an affiliated outsider on the Nominating
Committee.
1.2 Elect Director Robert J. Glickman
--- Withhold
1.3 Elect Director Robert J. Buford ---
For
1.4 Elect Director Steven D. Fifield
--- Withhold
1.5 Elect Director Rodney D. Lubeznik
--- For
1.6 Elect Director Michael J. Mcclure
--- Withhold
1.7 Elect Director Peter C. Roberts ---
For
2 Ratify Auditors For For Mgmt
05/26/04 - A Cytyc Corporation *CYTC* 232946103 04/05/04 5,700
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/18/04 - A Developers Diversified Realty 251591103 03/22/04 4,400
Corp. *DDR*
1 Elect Directors For For Mgmt
2 Amend Shareholder Rights Plan For For Mgmt
(Poison Pill)
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/28/04 - A Downey Financial Corp. *DSL* 261018105 02/27/04 2,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Brent McQuarrie ---
For
We recommend a vote FOR the directors with the
exception of insider Marangal I. Domingo. We
recommend that shareholders WITHHOLD votes from
Marangal I. Domingo for failure to establish a
majority independent board.
1.2 Elect Director James H. Hunter ---
For
1.3 Elect Director Marangal I. Domingo
--- Withhold
2 Ratify Auditors For For Mgmt
05/27/04 - A EastGroup Properties, Inc. 277276101 04/14/04 5,100
*EGP*
1 Elect Directors For For Mgmt
1.1 Elect Director D. Pike Aloian ---
For
1.2 Elect Director Alexander G. Anagnos
--- For
1.3 Elect Director H. C. Bailey, Jr.
--- For
1.4 Elect Director Hayden C. Eaves, III
--- For
1.5 Elect Director Fredric H. Gould ---
For
1.6 Elect Director David H. Hoster II
--- For
1.7 Elect Director David M. Osnos ---
For
1.8 Elect Director Leland R. Speed ---
For
2 Approve Omnibus Stock Plan For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/18/04 - A Encore Medical Corp. *ENMC* 29256E109 04/02/04 24,200
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard O. Martin,
Ph.D. --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Zubeen Shroff.
We recommend that shareholders WITHHOLD votes
from Zubeen Shroff for standing as an
affiliated outsider on the Compensation
Committee.
1.2 Elect Director Zubeen Shroff ---
Withhold
1.3 Elect Director Bruce Wesson --- For
2 Amend Omnibus Stock Plan For For Mgmt
04/28/04 - A Energen Corp. *EGN* 29265N108 03/05/04 3,400
1 Elect Directors For For Mgmt
05/13/04 - A Energy Partners, Ltd *EPL* 29270U105 03/17/04 2,321
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard A. Bachmann
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider William O.
Hiltz. We recommend that shareholders WITHHOLD
votes from William O. Hiltz for standing as an
affiliated outsider on the Audit Committee.
1.2 Elect Director John C Bumgarner ---
For
1.3 Elect Director Jerry D. Carlisle
--- For
1.4 Elect Director Harold D. Carter ---
For
1.5 Elect Director Enoch L. Dawkins ---
For
1.6 Elect Director Robert D. Gershen
--- For
1.7 Elect Director William O. Hiltz ---
Withhold
1.8 Elect Director John G. Phillips ---
For
1.9 Elect Director Dr. Eamon M. Kelly
--- For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/30/04 - A Federal Signal Corp. *FSS* 313855108 03/02/04 500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A Genlyte Group, Inc. (The) 372302109 03/08/04 1,038
*GLYT*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Larry K. Powers ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from insiders Zia Eftekhar and
Larry K. Powers for failure to establish an
independent nominating committee.
1.2 Elect Director Zia Eftekhar ---
Withhold
06/04/04 - S Hall, Kinion & Associates, 406069104 04/06/04 30,600
Inc.
1 Approve Merger Agreement For For Mgmt
05/20/04 - A Hasbro, Inc. *HAS* 418056107 03/31/04 7,100
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
4 Implement and Monitor Code of Against Against ShrHoldr
Corporate Conduct - ILO Standards
05/13/04 - A HCC Insurance Holdings, Inc. 404132102 04/05/04 100
*HCC*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/25/04 - A Henry Schein, Inc. *HSIC* 806407102 04/15/04 2,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Stanley M. Bergman
--- For
We recommend a vote FOR the directors with the
exception of Pamela Joseph. We recommend that
shareholders WITHHOLD votes from Pamela Joseph
for poor attendance.
1.2 Elect Director Gerald A. Benjamin
--- For
1.3 Elect Director James P. Breslawski
--- For
1.4 Elect Director Mark E. Mlotek ---
For
1.5 Elect Director Steven Paladino ---
For
1.6 Elect Director Barry J. Alperin ---
For
1.7 Elect Director Pamela Joseph ---
Withhold
1.8 Elect Director Donald J. Kabat ---
For
1.9 Elect Director Marvin H. Schein ---
For
1.10 Elect Director Irving Shafran ---
For
1.11 Elect Director Philip A. Laskawy
--- For
1.12 Elect Director Norman S. Matthews
--- For
1.13 Elect Director Louis W. Sullivan
--- For
1.14 Elect Director Margaret A. Hamburg
--- For
2 Amend Stock Option Plan For For Mgmt
3 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
4 Approve Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/04/04 - A HNI CORP *HNI* 438092108 03/05/04 6,600
1 Elect Directors For For Mgmt
2 Change Company Name For For Mgmt
3 Amend Articles to Remove For For Mgmt
Antitakeover Provisions
05/11/04 - A HRPT Properties Trust *HRP* 40426W101 03/19/04 13,500
1 Elect Directors For For Mgmt
04/28/04 - A IBERIABANK Corp. *IBKC* 450828108 03/16/04 2,700
1 Elect Directors For For Mgmt
1.1 Elect Director Elaine D. Abell ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Larrey G.
Mouton. We recommend that shareholders WITHHOLD
votes from Larrey G. Mouton for failure to
establish an independent nominating committee.
1.2 Elect Director William H.
Fenstermaker --- For
1.3 Elect Director Larrey G. Mouton ---
For
1.4 Elect Director O. Miles Pollard ---
For
2 Ratify Auditors For For Mgmt
05/25/04 - A Ingram Micro, Inc. *IM* 457153104 03/26/04 17,100
1 Elect Directors For Split Mgmt
1.1 Elect Director Orrin H. Ingram II
--- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Orrin H.
Ingram II. We recommend that shareholders
WITHHOLD votes from Orrin H. Ingram II for
standing as an affiliated outsider on the
Compensation Committee.
1.2 Elect Director Michael T. Smith ---
For
1.3 Elect Director Joe B. Wyatt --- For
1.4 Elect Director Howard I. Atkins ---
For
04/29/04 - A Insight Enterprises, Inc. 45765U103 03/04/04 5,385
*NSIT*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Inter-Tel, Inc. *INTL* 458372109 03/05/04 500
1 Elect Directors For For Mgmt
1.1 Elect Director Steven G. Mihaylo
--- For
1.2 Elect Director J. Robert Anderson
--- For
1.3 Elect Director Jerry W. Chapman ---
For
1.4 Elect Director Gary D. Edens --- For
1.5 Elect Director C. Roland Haden ---
For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/20/04 - A Interface, Inc. *IFSIA* 458665106 03/15/04 18,491
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
05/13/04 - A IXIA *XXIA* 45071R109 03/22/04 1,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Jean-Claude Asscher
--- For
We recommend a vote FOR Jean-Claude Asscher but
WITHHOLD votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
insider Errol Ginsberg, affiliated outsider Jon
F. Rager and independent outsider Massoud
Entekhabi. We recommend that shareholders
WITHHOLD votes from Errol Ginsberg for failure
to establish a majority independent board. We
also recommend that shareholders WITHHOLD votes
from Audit Committee member Jon F. Rager for
paying excessive non-audit fees, for standing
as an affiliated outsider on the Audit and
Compensation committees, and for failure to
establish a majority independent board. Lastly,
we recommend that shareholders WITHHOLD votes
from Audit Committee member Massoud Entekhabi
for paying excessive non-audit fees.
1.2 Elect Director Massoud Entekhabi
--- Withhold
1.3 Elect Director Errol Ginsberg ---
Withhold
1.4 Elect Director Jon F. Rager ---
Withhold
2 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 22.38
percent is above the allowable cap for this
company of 13.39 percent.
3 Amend Non-Employee Director Stock For Against Mgmt
Option Plan
The total cost of the company's plans of 16.33
percent is above the allowable cap for this
company of 13.39 percent.
4 Ratify Auditors For Against Mgmt
04/01/04 - A KB Home *KBH* 48666K109 02/12/04 500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Lafarge North America Inc. 505862102 02/20/04 124
*LAF*
1 Elect Directors For Split Mgmt
1.1 Elect Director Marshall A. Cohen
--- For
We recommend a vote FOR the directors with the
exceptions of insiders Michel Rose, Philippe R.
Rollier, Bruno Lafont, Bernard L. Kasriel,
Bertrand P. Collomb, and affiliated outsiders
Lawrence Tanenbaum, John D. Redfern and Robert
W. Murdoch. We recommend that shareholders
WITHHOLD votes from Michel Rose for poor
attendance and for failure to establish a
majority independent board, and from Bertrand
P. Collomb for standing as an insider on the
Nominating Committee and for failure to
establish a majority independent board. We also
recommend that shareholders WITHHOLD votes from
Lawrence M. Tanenbaum for standing as an
affiliated outsider on the Audit Committee and
for failure to establish a majority independent
board, from John D. Redfern for standing as an
affiliated outsider on the Audit and Nominating
committees, and for failure to establish a
majority independent board, and from Philippe
R. Rollier, Bruno Lafont, Bernard L. Kasriel
and Robert W. Murdoch for failure to establish
a majority independent board.
1.2 Elect Director Bertrand P. Collomb
--- Withhold
1.3 Elect Director Philippe P. Dauman
--- For
1.4 Elect Director Bernard L. Kasriel
--- Withhold
1.5 Elect Director Bruno Lafont ---
Withhold
1.6 Elect Director Claudine B. Malone
--- For
1.7 Elect Director Blythe J. McGarvie
--- For
1.8 Elect Director James M. Micali ---
For
1.9 Elect Director Gwyn Morgan --- For
1.10 Elect Director Robert W. Murdoch
--- Withhold
1.11 Elect Director Bertin F. Nadeau ---
For
1.12 Elect Director John D. Redfern ---
Withhold
1.13 Elect Director Philippe R. Rollier
--- Withhold
1.14 Elect Director Michel Rose ---
Withhold
1.15 Elect Director Lawrence M.
Tanenbaum --- Withhold
1.16 Elect Director Gerald H. Taylor ---
For
05/13/04 - A Lear Corporation *LEA* 521865105 03/19/04 2,600
1 Elect Directors For For Mgmt
1.1 Elect Director Larry W. McCurdy ---
For
1.2 Elect Director Roy E. Parrott ---
For
1.3 Elect Director Richard F. Wallman
--- For
2 Ratify Auditors For For Mgmt
3 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
We note that the board emphasizes in the 2004
proxy statement that this proposal, if
supported by a majority of votes cast, would
not be binding on the board and therefore would
not necessarily effectuate any changes to the
poison pill. Our opinion is that where
shareholders express their views clearly
through voting for a proposal, that opinion
should be listened to by the company's board
directors. Further, where a board consistently
ignores or fails to implement a proposal
approved by a majority of shareholder votes
cast, we believe that this may provide adequate
reason for recommending withholding votes for
future director elections. While we
welcome the company's introduction of a board
committee review process for the poison pill,
poison pills greatly alter the balance of power
between shareholders and management, and
shareholders should be allowed to make their
own evaluation of such plans. We therefore
agree with the proponent that the adoption,
maintenance or extension of any poison pill
should be put to a shareholder vote.
06/15/04 - A LifePoint Hospitals, Inc. 53219L109 04/16/04 4,900
*LPNT*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Ratify Auditors For For Mgmt
04/30/04 - A Littelfuse, Inc. *LFUS* 537008104 03/12/04 1,091
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/26/04 - A M.D.C. Holdings, Inc. *MDC* 552676108 02/27/04 915
1 Elect Directors For For Mgmt
1.1 Elect Director Herbert T. Buchwald
--- For
1.2 Elect Director Larry A. Mizel ---
For
2 Prepare Sustainability Report Against For ShrHoldr
Given the company's current lack of disclosure
and the fact that preparation of this report
will provide shareholders with a more complete
view of the company's policies regarding this
matter, we recommend that shareholders support
this shareholder proposal.
04/27/04 - A Macdermid, Inc. *MRD* 554273102 03/03/04 300
1 Elect Directors For For Mgmt
1.1 Elect Director Daniel H. Leever ---
For
1.2 Elect Director Donald G. Ogilvie
--- For
1.3 Elect Director James C. Smith ---
For
1.4 Elect Director Joseph M. Silvestri
--- For
1.5 Elect Director T. Quinn Spitzer ---
For
1.6 Elect Director Robert L. Ecklin ---
For
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/28/04 - A MAF Bancorp, Inc. *MAFB* 55261R108 03/10/04 2,384
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Terry A. Ekl ---
Withhold
We recommend that shareholders WITHHOLD votes
from all the nominees. We recommend that
shareholders WITHHOLD votes from affiliated
outsider Lois B. Vasto for failure to establish
a majority independent board and for standing
as an affiliated outsider on the Nominating
Committee. We also recommend that shareholders
WITHHOLD votes from insiders Jerry A.
Weberling, Thomas R. Perz, and Kenneth R.
Koranda, and from affiliated outsider Terry A.
Ekl for failure to establish a majority
independent board.
1.2 Elect Director Kenneth R. Koranda
--- Withhold
1.3 Elect Director Thomas R. Perz ---
Withhold
1.4 Elect Director Lois B. Vasto ---
Withhold
1.5 Elect Director Jerry A. Weberling
--- Withhold
04/27/04 - A MARINE PRODUCTS CORP *MPX* 568427108 03/15/04 5,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Wilton Looney --- For
We recommend a vote FOR Wilton Looney and
WITHHOLD votes from insiders Gary W. Rollins
and James A. Lane, Jr. We recommend that
shareholders WITHHOLD votes from Gary W.
Rollins and James A. Lane for failure to
establish a majority independent board.
1.2 Elect Director Gary W. Rollins ---
Withhold
1.3 Elect Director James A. Lane, Jr.
--- Withhold
2 Approve Omnibus Stock Plan For Against Mgmt
Although the total cost of the company's plans
of 10.53 percent is within the allowable cap
for this company of 19.66 percent, the plan
allows repricing of underwater stock options
without shareholder approval, which we believe
reduces the incentive value of the plan.
05/03/04 - A Maverick Tube Corp. *MVK* 577914104 03/05/04 6,143
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
4 Ratify Auditors For For Mgmt
05/13/04 - A Maytag Corp. *MYG* 578592107 03/16/04 4,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Wayland R. Hicks ---
Withhold
Effective corporate governance depends upon the
board being accountable to shareholders.
Although the proposals to declassify the board
and to submit the poison pill to a shareholder
vote received the clear mandate of the
company's shareholders for more than two
consecutive years, the board has yet to
implement the proposals in accordance with the
desires of shareholders. Such failure or
unwillingness to respond to the desires of
shareholders warrants withholding votes from
those nominated directors that were directors
during the relevant period. We recommend
a vote FOR James A. McCaslin but WITHHOLD votes
from Fred G. Steingraber, W. Ann Reynolds, and
Wayland R. Hicks for failure to implement the
shareholder approved proposals.
1.2 Elect Director James A. McCaslin
--- For
1.3 Elect Director W. Ann Reynolds ---
Withhold
1.4 Elect Director Fred G. Steingraber
--- Withhold
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Amend Articles For For Mgmt
5 Declassify the Board of Directors Against Against ShrHoldr
6 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's poison was not
approved by shareholders nor does it embody the
above features that we recommend. While we
acknowledge the board's note on amending the
term of the pill, nevertheless we highlight
that the board is able to re-instate the pill
or reverse this determination at any time
without having to seek shareholder approval.
Therefore, we believe that this determination
by the board does little to answer the concerns
and interests of shareholders. We note
also that the board has failed to implement the
previously supported shareholder proposals
regarding adoption and maintenance of a poison
pill. Although we recognize that shareholder
proposals are not binding on the company, we
consider withholding votes for directors who
ignore shareholder proposals that have been
passed two years in a row by a majority of
votes cast. The re-presentation of this
proposal and the repeated supported from
shareholders over the last three years
emphasizes the importance that shareholders
place on this issue. While we recommend
withholding votes on the directors nominated
this year, we will closely monitor management's
response to this year's vote on this proposal.
04/27/04 - A MB Financial, Inc. *MBFI* 55264U108 03/15/04 3,200
1 Elect Directors For For Mgmt
04/22/04 - A Mercantile Bank Corp. *MBWM* 587376104 03/01/04 4,275
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Approve Stock Option Plan For For Mgmt
06/17/04 - A Michaels Stores, Inc. *MIK* 594087108 04/26/04 3,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
04/29/04 - A Mueller Industries, Inc. *MLI* 624756102 03/08/04 3,800
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Gennaro J. Fulvio
--- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Robert B. Hodes for
standing as an affiliated outsider on the
Nominating Committee and failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill, Gennaro J. Fulvio, Gary
S. Gladstein, and Terry Hermanson for failing
to remove a dead-hand, slow-hand, or similar
feature in the company's poison pill, and
William D. O'Hagan, Harvey L. Carp and Robert
B. Hodes for failing to remove a dead-hand,
slow-hand, or similar feature in the company's
poison pill and failing to create a majority
independent board.
1.2 Elect Director Gary S. Gladstein
--- Withhold
1.3 Elect Director Terry Hermanson ---
Withhold
1.4 Elect Director Robert B. Hodes ---
Withhold
1.5 Elect Director Harvey L. Karp ---
Withhold
1.6 Elect Director William D. O'Hagan
--- Withhold
2 Ratify Auditors For For Mgmt
05/13/04 - A Nara Bancorp, Inc. *NARA* 63080P105 04/05/04 2,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Dr. Chong Moon Lee
--- For
We recommend a vote FOR the directors with the
exceptions of independent outsiders Yong H. Kim
and Ki Suh Park. We recommend that shareholders
WITHHOLD votes from Yong H. Kim and Ki Suh Park
for poor attendance.
1.2 Elect Director Dr. Thomas Chung ---
For
1.3 Elect Director Benjamin B. Hong ---
For
1.4 Elect Director Steve Y. Kim --- For
1.5 Elect Director Jesun Paik --- For
1.6 Elect Director Ki Suh Park ---
Withhold
1.7 Elect Director Hyon M. Park --- For
1.8 Elect Director Yong H. Kim ---
Withhold
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
05/06/04 - A Newfield Exploration Co. *NFX* 651290108 03/19/04 3,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
05/27/04 - A Northwest Natural Gas Co. 667655104 04/08/04 1,463
*NWN*
1 Elect Directors For For Mgmt
04/14/04 - A/S Nova Chemicals Corp. (Formerly 66977W109 03/08/04 7,200
Nova Corp.) *NCX.*
1 Elect Directors For For Mgmt
2 Approve Auditors and Authorize For For Mgmt
Board to Fix Remuneration of
Auditors
3 Approve Continuation of Company For For Mgmt
Under Canadian Business Corporation
Act
4 Adopt New By-Laws For For Mgmt
05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 1,127
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/06/04 - A Peabody Energy Corp. *BTU* 704549104 03/15/04 3,999
1 Elect Directors For For Mgmt
1.1 Elect Director William A. Coley ---
For
1.2 Elect Director Irl F. Engelhardt
--- For
1.3 Elect Director William C. Rusnack
--- For
1.4 Elect Director Alan H. Washkowitz
--- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Require Majority of Independent Against For ShrHoldr
Directors on Board
Since approval of this proposal will ensure
continued independence on the board, we
recommend a vote for this proposal.
04/28/04 - A Penns Woods Bancorp, Inc. 708430103 03/05/04 2,710
*PWOD*
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael J. Casale,
Jr. --- For
We recommend a vote FOR the directors with the
exceptions of insiders Ronald A. Walko and
William H. Rockey. We recommend that
shareholders WITHHOLD votes from Ronald A.
Walko and William H. Rockey for failure to
establish an independent nominating committee.
1.2 Elect Director R.E. Nestlerode, Jr.
--- For
1.3 Elect Director William H. Rockey
--- Withhold
1.4 Elect Director Ronald A. Walko ---
Withhold
2 Ratify Auditors For For Mgmt
05/11/04 - A/S Precision Drilling Corporation 74022D100 03/22/04 4,000
*PD.*
1 Elect W.C. Dunn, Robert J.S. For For Mgmt
Gibson, Murray K. Mullen, Patrick
M. Murray, Fred W. Pheasey, Robert
L. Phillips, Hank B. Swartout,
H.Garth Wiggins as Directors
2 Ratify Auditors For For Mgmt
3 Approve 2004 Stock Option Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan
and limiting director participation in the
plan. However, the total cost of the company's
plans of 3.54 percent is above the allowable
cap for this company of 3.51 percent.
05/18/04 - A Pride International, Inc. 74153Q102 03/22/04 8,999
*PDE*
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert L. Barbanell
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Ralph D.
McBride. We recommend that shareholders
WITHHOLD votes from Ralph D. McBride for
standing as an affiliated outsider on the
Compensation and Nominating committees.
1.2 Elect Director Paul A. Bragg --- For
1.3 Elect Director David A.B. Brown ---
For
1.4 Elect Director J.C. Burton --- For
1.5 Elect Director Jorge E. Estrada ---
For
1.6 Elect Director William E. Macaulay
--- For
1.7 Elect Director Ralph D. Mcbride ---
Withhold
1.8 Elect Director David B. Robson ---
For
2 Approve Non-Employee Director Stock For For Mgmt
Option Plan
3 Ratify Auditors For For Mgmt
05/03/04 - A Protective Life Corp. *PL* 743674103 03/05/04 3,300
1 Elect Directors For For Mgmt
2 Approve Outside Director Options in For For Mgmt
Lieu of Cash
3 Ratify Auditors For For Mgmt
05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 4,900
*PVN*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A Radio One, Inc. *ROIA* 75040P108 04/16/04 4,075
1 Elect Directors For Split Mgmt
1.1 Elect Director Brian W. Mcneill ---
For
For the holders of Class A common stock, voting
as a single class, we recommend a vote FOR the
directors. For the holders of Class A
and Class B common stock, voting as a single
class, we recommend a vote FOR the directors
with the exceptions of affiliated outsider L.
Ross Love and insiders Alfred C. Liggins III
and Catherine L. Hughes. We recommend that
shareholders WITHHOLD votes from L. Ross Love
for standing as an affiliated outsider on the
Audit Committee and from Alfred C. Liggins III
and Catherine L. Hughes for standing as
insiders on the Nominating Committee.
1.2 Elect Director Terry L. Jones ---
For
1.3 Elect Director Catherine L. Hughes
--- Withhold
1.4 Elect Director Alfred C. Liggins
III --- Withhold
1.5 Elect Director D. Geoffrey
Armstrong --- For
1.6 Elect Director L. Ross Love ---
Withhold
1.7 Elect Director Ronald E. Blaylock
--- For
2 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 27.33
percent is above the allowable cap for this
company of 19.69 percent.
3 Ratify Auditors For For Mgmt
06/02/04 - A Red Robin Gourmet Burgers Inc 75689M101 04/05/04 4,129
*RRGB*
1 Elect Directors For Split Mgmt
1.1 Elect Director Edward T. Harvey ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Gary J.
Singer. We recommend that shareholders WITHHOLD
votes from Gary J. Singer for standing as an
affiliated outsider on the Compensation and
Nominating committees.
1.2 Elect Director Gary J. Singer ---
Withhold
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/26/04 - A Reinsurance Group of America, 759351109 03/26/04 4,100
Incorporated *RGA*
1 Elect Directors For Split Mgmt
1.1 Elect Director William J. Bartlett
--- For
We recommend a vote FOR the directors with the
exception of insider A. Greig Woodring. We
recommend that shareholders WITHHOLD votes from
A. Greig Woodring for failure to establish a
majority independent board.
1.2 Elect Director Alan C. Henderson
--- For
1.3 Elect Director A. Greig Woodring
--- Withhold
2 Increase Authorized Common Stock For For Mgmt
3 Amend Articles For For Mgmt
4 Fix Number of Directors For For Mgmt
5 Amend Articles For Against Mgmt
Since the proposal shifts control of the
shareholder nomination and proposal
requirements from the shareholders themselves
to the board of directors, we believe that it
does not warrant shareholder support.
6 Approve Director & Officer For For Mgmt
Indemnification/Liability Provisions
7 Approve Issuance of For Against Mgmt
Warrants/Convertible Debentures
Because we believe that shareholders should
have the right to vote on any equity issuance
to a majority shareholder with all the facts in
front of them, we do not believe that this
proposal warrants shareholder support.
8 Amend Omnibus Stock Plan For For Mgmt
06/09/04 - A Renal Care Group, Inc. *RCI* 759930100 04/12/04 4,500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
4 Increase Authorized Common Stock For For Mgmt
04/16/04 - A/S Ritchie Bros. Auctioneers 767744105 03/05/04 2,800
*RBA*
1 Elect Directors For For Mgmt
2 Approve KPMG LLP as Auditors and For For Mgmt
Authorize Board to Fix Remuneration
of Auditors
3 Approve 2:1 Stock Split For For Mgmt
4 Approve Employee Stock Purchase Plan For For Mgmt
We have no qualms about the dilution factor in
this case given that it is 1.5 percent of
shares issued and even in conjunction with the
existing stock option plan which carries
potential dilution of 2.4 percent, the total
dilution is under 4 percent. Nevertheless our
concern lies in the large discount afforded in
the purchase of these shares of effectively 50
percent as we see it. As employees are allowed
to contribute 100 percent of their performance
bonus to the plan and the entire contribution
is in effect 're-imbursed in cash', this
amounts to a 50 percent discount. We further
note that we consider the aforesaid plan to be
an inappropriate proxy for a pension plan and
thus do not appraise it on such a basis. We
oppose this resolution.
05/26/04 - A Roper Industries, Inc. *ROP* 776696106 03/31/04 822
1 Elect Directors For For Mgmt
1.1 Elect Director Brian D. Jellison
--- For
1.2 Elect Director W. Lawrence Banks
--- For
1.3 Elect Director David W. Devonshire
--- For
1.4 Elect Director John F. Fort III ---
For
2 Amend Omnibus Stock Plan For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/20/04 - A Ross Stores, Inc. *ROST* 778296103 03/22/04 4,500
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Michael J. Bush ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Audit Committee member
Michael J. Bush for standing as an affiliated
outsider on the Audit and Nominating
committees, and for failure to establish a
majority independent board. We also recommend
that shareholders WITHHOLD votes from
affiliated outsider Norman A. Ferber and from
insider James C. Peters for failure to
establish a majority independent board.
1.2 Elect Director Norman A. Ferber ---
Withhold
1.3 Elect Director James C. Peters ---
Withhold
2 Approve Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
04/29/04 - A Schweitzer-Mauduit 808541106 03/04/04 4,900
International Inc. *SWM*
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
05/06/04 - A SCP Pool Corp. *POOL* 784028102 03/12/04 2,573
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/27/04 - A Silgan Holdings Inc. *SLGN* 827048109 04/16/04 5,300
1 Elect Directors For Split Mgmt
1.1 Elect Director R. Philip Silver ---
Withhold
We recommend a vote FOR the directors with the
exception of insider R. Philip Silver. We
recommend that shareholders WITHHOLD votes from
R. Philip Silver for failure to establish an
independent nominating committee.
1.2 Elect Director William C. Jennings
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/04/04 - A SkyWest, Inc. *SKYW* 830879102 03/31/04 75
1 Elect Directors For Split Mgmt
1.1 Elect Director Jerry C. Atkin ---
For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Sidney J.
Atkin, Steven F. Udvar-Hazy, and J. Ralph
Atkin. We recommend that shareholders WITHHOLD
votes from Sidney J. Atkin for standing as
affiliated outsider on the Compensation and
Nominating & Governance committees, Steven F.
Udvar-Hazy for standing as affiliated outsider
on the Compensation Committee, and J. Ralph
Atkin for standing as affiliated outsider on
the Compensation Committee.
1.2 Elect Director J. Ralph Atkin ---
Withhold
1.3 Elect Director Steven F. Udvar-Hazy
--- Withhold
1.4 Elect Director Ian M. Cumming ---
For
1.5 Elect Director W. Steve Albrecht
--- For
1.6 Elect Director Mervyn K. Cox --- For
1.7 Elect Director Sidney J. Atkin ---
Withhold
1.8 Elect Director Hyrum W. Smith ---
For
1.9 Elect Director Robert G. Sarver ---
For
2 Ratify Auditors For For Mgmt
05/19/04 - A SL Green Realty Corp. *SLG* 78440X101 03/31/04 626
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A St. Mary Land & Exploration 792228108 04/12/04 3,700
Co. *SM*
1 Elect Directors For For Mgmt
2 Approve Restricted Stock Plan For For Mgmt
05/20/04 - A Steel Dynamics, Inc. *STLD* 858119100 03/15/04 2,533
1 Elect Directors For Split Mgmt
1.1 Elect Director Keith E. Busse ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Richard J.
Freeland. We recommend that shareholders
WITHHOLD votes from Richard J. Freeland for
poor attendance.
1.2 Elect Director Mark D. Millett ---
For
1.3 Elect Director Richard P. Teets,
Jr. --- For
1.4 Elect Director John C. Bates --- For
1.5 Elect Director Paul B. Edgerley ---
For
1.6 Elect Director Richard J. Freeland
--- Withhold
1.7 Elect Director Naoki Hidaka --- For
1.8 Elect Director James E. Kelley ---
For
1.9 Elect Director Dr. Jurgen Kolb ---
For
1.10 Elect Director Joseph D. Ruffolo
--- For
2 Ratify Auditors For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
06/08/04 - A Stein Mart, Inc. *SMRT* 858375108 04/09/04 10,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Alvin R. Carpenter
--- For
We recommend a vote FOR the directors with the
exceptions of independent outsiders James H.
Winston and Linda McFarland Farthing. We
recommend that shareholders WITHHOLD votes from
Audit Committee members James H. Winston and
Linda McFarland Farthing for paying excessive
non-audit fees.
1.2 Elect Director Linda McFarland
Farthing --- Withhold
1.3 Elect Director Michael D. Fisher
--- For
1.4 Elect Director Mitchell W. Legler
--- For
1.5 Elect Director Michael D. Rose ---
For
1.6 Elect Director Richard L. Sisisky
--- For
1.7 Elect Director Jay Stein --- For
1.8 Elect Director Martin E. Stein, Jr.
--- For
1.9 Elect Director J. Wayne Weaver ---
For
1.10 Elect Director John H. Williams,
Jr. --- For
1.11 Elect Director James H. Winston ---
Withhold
06/10/04 - A Tech Data Corp. *TECD* 878237106 04/12/04 6,200
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Eliminate Class of Preferred Stock For For Mgmt
06/16/04 - A The Gymboree Corp. *GYMB* 403777105 04/22/04 8,061
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/03/04 - A The Management Network Group, 561693102 04/16/04 27,600
Inc. *TMNG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A The Manitowoc Company, Inc. 563571108 02/25/04 1,800
*MTW*
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
06/10/04 - A The Mills Corporation *MLS* 601148109 04/12/04 3,500
1 Elect Directors For Split Mgmt
1.1 Elect Director James C. Braithwaite
--- Withhold
We recommend a vote FOR the directors with the
exception of Harry H. Nick and James C.
Braithwaite. We recommend that shareholders
WITHHOLD votes from Harry H. Nick for standing
as an affiliated outsider on the Audit,
Compensation and Nominating Committees and for
failure to establish a majority independent
board and from James C. Braithwaite for failure
to establish a majority independent board.
1.2 Elect Director Joseph B. Gildenhorn
--- For
1.3 Elect Director Harry H. Nick ---
Withhold
1.4 Elect Director Robert P. Pincus ---
For
2 Ratify Auditors For For Mgmt
3 Increase Authorized Preferred Stock For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Approve Executive High Performance For For Mgmt
Program
04/22/04 - A Thomas Industries Inc. *TII* 884425109 02/27/04 5,899
1 Elect Directors For For Mgmt
1.1 Elect Director H. Joseph Ferguson
--- For
1.2 Elect Director Anthony A. Massaro
--- For
1.3 Elect Director George H. Walls, Jr.
--- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's rights plan has a
20-percent trigger but does not embody the
other features that we recommend. We therefore
agree with the proponent that the current pill
should be put to a shareholder vote or redeemed.
05/07/04 - A Three-Five Systems, Inc. *TFS* 88554L108 03/24/04 6,639
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/05/04 - A Tollgrade Communications, Inc. 889542106 03/04/04 1,149
*TLGD*
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard H. Heibel
--- For
We recommend that shareholders vote FOR Richard
H. Heibel, but WITHHOLD votes from affiliated
outsider Robert W. Kampmeinert. We recommend
that shareholders WITHHOLD votes from Robert W.
Kampmeinert for standing as an affiliated
outsider on the Compensation committee and for
failure to establish a majority independent
board.
1.2 Elect Director Robert W.
Kampmeinert --- Withhold
05/06/04 - A Tom Brown, Inc. 115660201 03/09/04 3,612
1 Elect Directors For Split Mgmt
1.1 Elect Director David M. Carmichael
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Henry Groppe.
We recommend that shareholders WITHHOLD votes
from Henry Groppe for standing as an affiliated
outsider on the Compensation Committee.
1.2 Elect Director Henry Groppe ---
Withhold
1.3 Elect Director Edward W. LeBaron,
Jr. --- For
1.4 Elect Director James D. Lightner
--- For
1.5 Elect Director John C. Linehan ---
For
1.6 Elect Director Wayne W. Murdy ---
For
1.7 Elect Director James B. Wallace ---
For
1.8 Elect Director Robert H. Whilden,
Jr. --- For
2 Increase Authorized Common Stock For For Mgmt
06/02/04 - A Toys 'R' Us, Inc. *TOY* 892335100 04/09/04 9,300
1 Elect Directors For For Mgmt
1.1 Elect Director RoAnn Costin --- For
1.2 Elect Director John H. Eyler, Jr.
--- For
1.3 Elect Director Roger N. Farah ---
For
1.4 Elect Director Peter A. Georgescu
--- For
1.5 Elect Director Cinda A. Hallman ---
For
1.6 Elect Director Calvin Hill --- For
1.7 Elect Director Nancy Karch --- For
1.8 Elect Director Norman S. Matthews
--- For
1.9 Elect Director Arthur B. Newman ---
For
1.10 Elect Director Frank R. Noonan ---
For
2 Require a Majority Vote for the Against Against ShrHoldr
Election of Directors
Given that: (i) the plurality voting threshold
is the currently accepted standard for the
election of directors of publicly-traded
companies, (ii) approval of this item could
disrupt board operations and the company's
financial performance in the event some or all
of the director nominees do not receive
majority support and do not get elected, (iii)
requiring a majority vote of the outstanding
shares could in effect provide for a
supermajority of votes cast, which would
adversely affect shareholders' ability to elect
directors in a contested election, and (iv) the
proposed provision may diminish the likelihood
of a successful open access campaign by
providing for an increased vote requirement in
the election of directors, we do not at this
point in time believe the proposed amendment
warrants shareholder support.
05/20/04 - A Ultra Petroleum Corp. *UPL* 903914109 04/08/04 2,750
1 Elect Directors For For Mgmt
1.1 Elect Michael D. Watford as a
Director --- For
1.2 Elect William C. Helton as a
Director --- For
1.3 Elect James E. Nielson as a
Director --- For
1.4 Elect Robert E. Rigney as a
Director --- For
1.5 Elect James C. Roe as a Director
--- For
2 Approve Auditors and Authorize For For Mgmt
Board to Fix Remuneration of
Auditors
3 Other Business For Against Mgmt
As we can not know the content of these issues,
we cannot recommend that shareholders approve
this request.
05/07/04 - A UniSource Energy Corp. *UNS* 909205106 03/29/04 200
1 Elect Directors For For Mgmt
04/28/04 - A United Surgical Partners 913016309 03/12/04 7,400
International Inc *USPI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/27/04 - A VeriSign Inc *VRSN* 92343E102 03/29/04 6,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/12/04 - A Vishay Intertechnology, Inc. 928298108 03/29/04 402
*VSH*
1 Elect Directors For Split Mgmt
1.1 Elect Director Dr. Felix Zandman
--- Withhold
We recommend a vote FOR Zvi Grinfas but
WITHHOLD votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
Philippe Gazeau for standing as an affiliated
outsider on the Audit Committee and for failure
to establish a majority independent board. We
also recommend WITHHOLDING votes from insiders
Dr. Felix Zandman and Dr. Gerald Paul for
failure to establish a majority independent
board.
1.2 Elect Director Philippe Gazeau ---
Withhold
1.3 Elect Director Zvi Grinfas --- For
1.4 Elect Director Dr. Gerald Paul ---
Withhold
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Approve Restricted Stock Plan For For Mgmt
05/26/04 - A Waste Connections, Inc. *WCN* 941053100 03/29/04 401
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
and Eliminate Class of Preferred
Stock
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/22/04 - A Wausau-Mosinee Paper Corp 943315101 02/19/04 9,200
*WMO*
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
05/11/04 - A Werner Enterprises, Inc. 950755108 03/22/04 9,750
*WERN*
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Board Diversity Against Abstain ShrHoldr
05/27/04 - A Wintrust Financial Corp. 97650W108 04/07/04 230
*WTFC*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT SMALL CAP STOCK PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- -------------------------------- ----------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
08/21/03 - A Adaptec, Inc. *ADPT* 00651F108 06/25/03 54,200
1 Elect Directors For Split
1.1 Elect Director Carl J. Conti --- For
1.2 Elect Director Victoria L. Cotten
--- For
1.3 Elect Director Lucie J. Fjeldstad
--- Withhold
WITHHOLD votes from audit committee members for
paying excessive non-audit fees.
1.4 Elect Director Joseph S. Kennedy ---
For
1.5 Elect Director Ilene H. Lang ---
Withhold
WITHHOLD votes from audit committee members for
paying excessive non-audit fees.
1.6 Elect Director Robert J. Loarie ---
Withhold
1.7 Elect Director Robert N. Stephens
--- For
WITHHOLD votes from audit committee members for
paying excessive non-audit fees.
1.8 Elect Director Dr. Douglas E. Van
Houweling --- For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For Against
08/05/03 - A Alliant Techsystems Inc. *ATK* 018804104 06/10/03 4,250
1 Elect Directors For For
2 Ratify Auditors For For
Shareholder Proposal
3 Report on Space-Based Weapons Against Against
07/31/03 - A Barra, Inc. *BARZ* 068313105 06/03/03 8,000
1 Elect Directors For For
2 Amend Non-Employee Director Stock For For
Option Plan
3 Ratify Auditors For For
09/19/03 - A Casey's General Stores, Inc. 147528103 08/01/03 87,600
*CASY*
1 Elect Directors For Split
1.1 Elect Director Donald F. Lamberti
--- For
1.2 Elect Director John G. Harmon --- For
1.3 Elect Director Kenneth H. Haynie ---
Withhold
WITHHOLD votes from Kenneth H. Haynie for
standing as an affiliated outsider on the Audit,
Compensation and Nominating committees.
1.4 Elect Director John P. Taylor --- For
1.5 Elect Director Ronald M. Lamb --- For
1.6 Elect Director John R. Fitzgibbon
--- For
1.7 Elect Director Patricia Clare
Sullivan --- For
09/03/03 - A Commonwealth Telephone 203349105 06/20/03 15,300
Enterprises, Inc. *CTCO*
1 Elect Directors For Split
1.1 Elect Director Walter Scott, Jr. ---
For
1.2 Elect Director David C. Mitchell ---
For
1.3 Elect Director David C. McCourt ---
Withhold
WITHHOLD votes from David C. McCourt for failure
to establish an independent nominating committee.
1.4 Elect Director Daniel E. Knowles ---
For
2 Ratify Auditors For For
3 Convert Class B common shares into For For
common shares
4 Adjourn Meeting For Against
07/24/03 - A Consolidated Graphics, Inc. 209341106 06/09/03 49,000
*CGX*
1 Elect Directors For For
07/11/03 - A Lone Star Steakhouse & Saloon, 542307103 05/29/03 18,500
Inc. *STAR*
1 Elect Directors For For
2 Ratify Auditors For For
07/30/03 - S MAX RE CAPITAL LTD HAMILTON G6052F103 06/16/03 30,100
*MXRE*
1 Amend Bylaws Re: Shareholder Vote on For Against
Proposals Voted on by Shareholders
of Max Re Ltd.; Delete References to
Non-Voting Common Shares; Reduce
Limitation on Voting Rights of
Common Shares; Reduce Percentage of
Common Shares One Person May Own
2 Amend Bylaws Re: Prohibit a Director For For
from Appointing Alternate Directors
to Perform His or Her Duties or Act
as a Non-Voting Observer
3 Amend Bylaws Re: Reduce from 60 For Against
Percent to 50 Percent the Total
Issued and Outstanding Common Shares
Required for a Quorum at a General
Meeting of the Company
4 Amend Bylaws Re: Make Future For Against
Amendments of the Bylaws Subject to
the Approval of a Majority of the
Votes Cast Instead of the Majority
of the Shares Entitled to Vote
5 Amend Bylaws Re: Make Certain For For
Changes to Update the Provisions of
the Bylaws
6 Transact Other Business (Non-Voting) None None
07/10/03 - S Methode Electronics, Inc. 591520200 06/05/03 50,500
*METHA*
1 Approve Tender Offer to Purchase All For For
Outstanding Shares of Class B common
Stock
07/08/03 - A Nautica Enterprises, Inc. 639089101 05/29/03 34,900
DISSIDENT PROXY (GREEN CARD)
1 Elect Directors (Opposition Slate) For For
2 Elect Directors (Opposition Slate) For For
3 Ratify Auditors For For
4 Authorize stockholders holding 10% For For
or more of common stock to call
special meetings
MANAGEMENT PROXY (WHITE CARD)
1 Elect Directors For DoNotVote
2 Ratify Auditors For DoNotVote
09/17/03 - A PLATINUM UNDERWRITERS HOLDINGS G7127P100 08/01/03 22,500
LTD *PTP*
1 Elect H. Baldwin, J. Bank, D. For For
Carmichael, N. Currie, J. Fishman,
G. Morrison, S. Newman, and P.
Pruitt as Directors
2a Elect G. Morrison as Director of For For
Platinum Underwriters Bermuda, Ltd.
2b Elect M. Price as Director of For For
Platinum Underwriters Bermuda, Ltd.
2c Elect W. Robble as Director of For For
Platinum Underwriters Bermuda, Ltd.
3a Elect G. Morrison as Director of For For
Platinum Re (UK) Ltd.
3b Elect C. Pettengell as Director of For For
Platinum Re (UK) Ltd.
3c Elect R. Porter as Director of For For
Platinum Re (UK) Ltd.
4 Approve Section 162(m) Performance For For
Incentive Plan
5 Ratify KPMG as Auditors For For
07/25/03 - A Steris Corp. *STE* 859152100 05/29/03 10,900
1 Elect Directors For For
Shareholder Proposal
2 Declassify the Board of Directors Against Against
07/15/03 - A Stratex Networks, Inc. *STXN* 86279T109 05/22/03 223,700
1 Elect Directors For Split
1.1 Elect Director Richard C. Alberding
--- Withhold
We recommend a vote FOR the directors with the
exception of Richard C. Alberding. We recommend
that shareholders WITHHOLD votes from Richard C.
Alberding for standing as an affiliated outsider
on the Audit Committee.
1.2 Elect Director John W. Combs --- For
1.3 Elect Director William A. Hasler ---
For
1.4 Elect Director Charles D. Kissner
--- For
1.5 Elect Director James D. Meindl,
Ph.D. --- For
1.6 Elect Director V. Frank Mendicino
--- For
1.7 Elect Director Edward F. Thompson
--- For
2 Approve Option Exchange Program For For
07/01/03 - A The Men's Wearhouse, Inc. *MW* 587118100 05/14/03 23,100
1 Elect Directors For Split
1.1 Elect Director George Zimmer --- For
1.2 Elect Director David H. Edwab --- For
1.3 Elect Director Rinaldo S. Brutoco
--- Withhold
WITHHOLD votes from Rinaldo S. Brutoco for
standing as an affiliated outsider on the
Compensation and Nominating and Corporate
Governance committees.
1.4 Elect Director Michael L. Ray, Ph.D.
--- Withhold
WITHHOLD votes from Audit Committee member
Michael L. Ray, Ph.D. for paying excessive
non-audit fees.
1.5 Elect Director Sheldon I. Stein ---
Withhold
WITHHOLD votes from Audit Committee member
Sheldon I. Stein for paying excessive non-audit
fees.
1.6 Elect Director Kathleen Mason ---
Withhold
WITHHOLD votes from Audit Committee member
Kathleen Mason for paying excessive non-audit
fees.
Shareholder Proposal
2 Implement and Monitor Code of Against Against
Corporate Conduct - ILO Standards
Management Proposal
3 Ratify Auditors For Against
07/21/03 - A Triumph Group, Inc. *TGI* 896818101 05/30/03 10,900
1 Elect Directors For Split
1.1 Elect Director Richard C. Ill ---
Withhold
We recommend a vote FOR the directors with the
exception of insider Richard C. Ill for standing
as an insider on the Nominating Committee.
1.2 Elect Director John R. Bartholdson
--- For
1.3 Elect Director Richard C. Gozon ---
For
1.4 Elect Director Claude F. Kronk ---
For
1.5 Elect Director Joseph M. Silvestri
--- For
1.6 Elect Director William O. Albertini
--- For
1.7 Elect Director George S. Simpson ---
For
2 Ratify Auditors For For
09/25/03 - A Westell Technologies, Inc. 957541105 08/04/03 70,100
*WSTL*
1 Elect Directors For Split
1.1 Elect Director John W. Seazholtz ---
Withhold
We recommend a vote FOR the directors with the
exceptions of Melvin J. Simon, Robert C. Penny
III, E. Van Cullens, and John W. Seazholtz for
failure to establish an independent nominating
committee. also We recommend that shareholders
WITHHOLD votes from Melvin J. Simon for standing
as an insider on the Audit and Compensation
committees, and Robert C. Penny III, and John W.
Seazholtz for standing as insiders on the
Compensation Committee.
1.2 Elect Director Paul A. Dwyer, Jr.
--- For
1.3 Elect Director E. Van Cullens ---
Withhold
1.4 Elect Director Robert C. Penny III
--- Withhold
1.5 Elect Director Roger L. Plummer ---
For
1.6 Elect Director Bernard F.
Sergesketter --- For
1.7 Elect Director Melvin J. Simon ---
Withhold
2 Permit Stockholders Holding 25% or For For
more of the Companies Voting Power
to Call a Special Meeting
3 Amend Bylaws to Eliminate Provisions For For
from Selling Securities Having
Forward Pricing Provisions
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT SMALL CAP STOCK PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
12/18/03 - S Allied Waste Industries, Inc. 019589308 11/03/03 38,400
*AW*
1 Approve Conversion of Securities For For
11/20/03 - A CACI International, Inc. *CAI* 127190304 09/24/03 10,500
1 Elect Directors For For
2 Ratify Auditors For For
11/20/03 - A Corinthian Colleges, Inc. 218868107 10/01/03 7,600
*COCO*
1 Elect Directors For Split
1.1 Elect Director Paul R. St. Pierre
--- Withhold
We recommend a vote FOR the directors with the
exception of Paul R. St. Pierre, from whom we
recommend shareholders WITHHOLD votes for
failure to establish an independent nominating
committee.
1.2 Elect Director Linda Arey Skladany,
Esq. --- For
2 Increase Authorized Common Stock For For
3 Approve Omnibus Stock Plan For For
4 Ratify Auditors For For
10/24/03 - A Dionex Corp. *DNEX* 254546104 09/08/03 26,300
1 Elect Directors For For
2 Approve Employee Stock Purchase Plan For For
3 Ratify Auditors For For
11/25/03 - A Dycom Industries, Inc. *DY* 267475101 10/03/03 44,200
1 Elect Directors For For
1.1 Elect Director Steven E. Nielsen
--- For
1.2 Elect Director Stephen C. Coley ---
For
2 Approve Omnibus Stock Plan For For
12/04/03 - S Encore Medical Corp. *ENMC* 29256E109 10/20/03 96,800
1 Increase Authorized Common Stock For For
2 Amend Stock Option Plan For For
3 Other Business For Against
11/17/03 - A Ethan Allen Interiors Inc. 297602104 09/26/03 20,400
*ETH*
1 Elect Director Frank G. Wisner For For
2 Ratify Auditors For For
11/20/03 - S Evergreen Resources, Inc. *EVG* 299900308 09/26/03 26,400
1 Increase Authorized Common Stock For For
11/06/03 - A G&K Services, Inc. *GKSRA* 361268105 09/10/03 10,800
1 Elect Directors For For
2 Ratify Auditors For For
Shareholder Proposal
3 Declassify the Board of Directors Against Against
10/22/03 - A Global Payments, Inc. *GPN* 37940X102 08/25/03 20,200
1 Elect Directors For Split
1.1 Elect Director Raymond L. Killian,
Jr. as Class I Director --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Gillian H.
Denham. We recommend that shareholders WITHHOLD
votes from Gillian H. Denham for standing as an
affiliated outsider on the Compensation and
Nominating committees.
1.2 Elect Director Michael W. Trapp as
Class II Director --- For
1.3 Elect Director Gerald J. Wilkins as
Class II Director --- For
1.4 Elect Director Alex W. Hart as
Class III Director --- For
1.5 Elect Director William I. Jacobs as
Class III Director --- For
1.6 Elect Director Gillian H. Denham as
Class III Director --- Withhold
1.7 Elect Director Alan M. Silberstein
as Class III Director --- For
11/12/03 - A Harman International 413086109 09/15/03 10,000
Industries, Inc. *HAR*
1 Elect Directors For For
2 Approve Stock Split For For
11/10/03 - A Hyperion Solutions Corp. *HYSL* 44914M104 09/16/03 17,800
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
11/24/03 - A International Rectifier Corp. 460254105 09/26/03 11,800
*IRF*
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Amend Omnibus Stock Plan For Against
4 Ratify Auditors For For
10/20/03 - S Legato Systems, Inc. 524651106 09/05/03 19,900
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
11/25/03 - S MAF Bancorp, Inc. *MAFB* 55261R108 10/06/03 21,400
1 Approve Merger Agreement For For
2 Approve Omnibus Stock Plan For Against
11/07/03 - A MatrixOne, Inc. *MONE* 57685P304 09/09/03 59,700
1 Elect Directors For For
2 Amend Stock Option Plan For For
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
11/19/03 - A Medicis Pharmaceutical Corp. 584690309 10/10/03 9,300
*MRX*
1 Elect Directors For Withhold
1.1 Elect Director Arthur G. Altschul,
Jr. --- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Audit Committee members
Philip S. Schein, M.D. and Arthur G. Altschul,
Jr. for paying excessive non-audit fees.
1.2 Elect Director Philip S. Schein,
M.D. --- Withhold
2 Increase Authorized Common Stock For Against
3 Ratify Auditors For Against
11/17/03 - S Mercury Computer Systems, Inc. 589378108 10/03/03 23,900
*MRCY*
1 Elect Directors For For
2 Amend Stock Option Plan For For
3 Amend Stock Option Plan For For
10/28/03 - A Perrigo Co. *PRGO* 714290103 09/02/03 39,800
1 Elect Directors For For
1.1 Elect Director Gary M. Cohen --- For
1.2 Elect Director David T. Gibbons ---
For
1.3 Elect Director Judith A. Hemberger
--- For
2 Approve Omnibus Stock Plan For For
10/30/03 - A Regis Corp. *RGS* 758932107 09/19/03 23,000
1 Elect Directors For For
11/13/03 - A Resmed, Inc. *RMD* 761152107 09/15/03 14,700
1 Elect Directors For For
2 Approve Employee Stock Purchase Plan For For
3 Approve Increase in Non-Executive For For
Director Fees
4 Ratify Auditors For For
11/18/03 - A Respironics, Inc. *RESP* 761230101 10/03/03 13,500
1 Elect Directors For For
1.1 Elect Director Joseph C. Lawyer ---
For
We recommend shareholders vote FOR Sean McDonald
but WITHHOLD votes from Audit Committee members
John C. Miles II and Joseph C. Lawyer for paying
excessive non-audit fees.
1.2 Elect Director Sean McDonald --- For
1.3 Elect Director John C. Miles II ---
For
2 Ratify Auditors For For
3 Amend Omnibus Stock Plan For For
12/10/03 - A Robbins & Myers, Inc. *RBN* 770196103 10/17/03 11,600
1 Elect Directors For For
2 Ratify Auditors For For
10/07/03 - A Ruby Tuesday, Inc. *RI* 781182100 08/12/03 39,800
1 Elect Directors For For
1.1 Elect Director Dr. Donald Ratajczak
--- For
1.2 Elect Director Samuel E. Beall, III
--- For
1.3 Elect Director Claire L. Arnold ---
For
2 Approve Omnibus Stock Plan For For
Shareholder Proposal
3 Report on Impact of Genetically Against Against
Engineered Foods
10/23/03 - A Techne Corp. *TECH* 878377100 09/12/03 19,600
1 Fix Number of Directors For For
2 Elect Directors For Split
2.1 Elect Director Thomas E. Oland ---
For
2.2 Elect Director Roger C. Lucas,
Ph.D. --- Withhold
WITHHOLD votes from Roger C. Lucas, Ph.D. for
standing as an affiliated outsider on the
Nominating Committee.
2.3 Elect Director Howard V. O'Connell
--- For
2.4 Elect Director G. Arthur Herbert
--- For
2.5 Elect Director Randolph C. Steer,
M.D., Ph.D. --- For
2.6 Elect Director Christopher S.
Henney, D.Sc., Ph.D. --- For
2.7 Elect Director Robert V.
Baumgartner, C.P.A. --- For
12/04/03 - A The Hain Celestial Group, Inc. 405217100 10/31/03 14,600
*HAIN*
1 Elect Directors For Split
1.1 Elect Director Irwin D. Simon ---
For
We recommend a vote FOR the directors with the
exceptions of Larry S. Zilavy, Roger Meltzer,
Joseph Jimenez, Marina Hahn, James S. Gold, and
Jack Futterman. We recommend shareholders
WITHHOLD votes from Roger Meltzer and James S.
Gold for standing as affiliated outsiders on the
Compensation Committee, from Roger Meltzer and
Joseph Jimenez for standing as affiliated
outsiders on the Nominating Committee, and from
Audit Committee members Larry S. Zilavy, Marina
Hahn, and Jack Futterman for paying excessive
non-audit fees.
1.2 Elect Director Beth L. Bronner ---
For
1.3 Elect Director Jack Futterman ---
Withhold
1.4 Elect Director Daniel R. Glickman
--- For
1.5 Elect Director James S. Gold ---
Withhold
1.6 Elect Director Marina Hahn ---
Withhold
1.7 Elect Director Neil Harrison --- For
1.8 Elect Director Andrew R. Heyer ---
For
1.9 Elect Director Joseph Jimenez ---
Withhold
1.10 Elect Director Roger Meltzer ---
Withhold
1.11 Elect Director Larry S. Zilavy ---
Withhold
2 Amend Omnibus Stock Plan For Against
3 Amend Non-Employee Director Stock For Against
Option Plan
4 Ratify Auditors For Against
Percentage of total fees attributable to
nonaudit work: 54.33 percent.
12/09/03 - A Thor Industries, Inc. *THO* 885160101 10/21/03 10,900
1 Elect Directors For Split
1.1 Elect Director Neil D. Chrisman ---
For
1.2 Elect Director Alan Siegel ---
Withhold
WITHHOLD votes from Alan Siegel for standing as
an affiliated outsider on the Compensation and
Nominating & Corporate Governance committees.
1.3 Elect Director Geoffrey A. Thomson
--- For
2 Increase Authorized Common Stock For Against
3 Approve Executive Incentive Bonus For For
Plan
11/17/03 - A Watson Wyatt & Company Holdings 942712100 10/03/03 16,500
*WW*
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Amend Non-Employee Director Omnibus For For
Stock Plan
4 Other Business For Against
12/16/03 - A Wd-40 Company *WDFC* 929236107 10/17/03 12,600
1 Elect Directors For For
2 Amend Stock Option Plan For For
3 Approve Non-Employee Director For For
Restricted Stock Plan
4 Ratify Auditors For For
12/19/03 - S Wind River Systems, Inc. *WIND* 973149107 11/21/03 75,600
1 Amend Omnibus Stock Plan For For
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
THRIVENT SMALL CAP STOCK PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
03/10/04 - A Advanced Digital Information 007525108 01/12/04 36,435
Corp. *ADIC*
1 Elect Directors For For
2 Amend Omnibus Stock Plan For For
3 Amend Employee Stock Purchase Plan For For
01/23/04 - A ADVO, Inc. *AD* 007585102 11/28/03 5,700
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Ratify Auditors For For
02/02/04 - A Fair Isaac Inc. *FIC* 303250104 12/05/03 10,100
1 Elect Directors For Split
1.1 Elect Director A. George Battle ---
For
A substantial majority of the board members are
independent outsiders, and key board committees
have no insiders or affiliated outsiders. While
we commend the board for majority independent
and key board committees, we are taking action
on the employment inducement award plan as
described below. Employment Inducement
Award In November 2003, Fair Isaac
announced that its board of directors has
approved the 2003 Employment Inducement Award
Plan. The plan reserves 1.5 million shares for
granting inducement stock options and other
awards that meet the "employment inducement
award" provisions of the NYSE's recently revised
listing standards. The employment
inducement awards will be administered by the
independent compensation committee members. The
1.5 million employment inducement shares that
have been reserved represent 3.2% of the common
shares outstanding as of record date. At the
time of the press release, the company had
granted 169,500 stock options to 53 new
employees in connection with its acquisition of
the assets of Seurat Company and its affiliated
companies. We support the NYSE listing
reforms and applauds its efforts to improve the
corporate governance system. While we support
the proposed set of rules on the whole, one of
our concerns is the exemption for inducement
grants. Companies may abuse the inducement grant
provision and also use it to avoid shareholder
approval. We believe that companies should grant
employment inducement awards sparingly and use
it for few specific identified individuals. In
this case, Fair Isaac has allocated the number
of employment inducement grants prior to
identifying the specific recipients. Moreover,
shareholders have not been allowed the
opportunity to weigh in on the approval of the
plan to reserve these 1.5 million shares, which
represents a significant number of the company's
common shares outstanding as of record date.
Therefore, we recommend withholding
votes from the compensation committee members
(Alex W. Hart, Philip G. Heasley and Margaret L.
Taylor) who administer the company's equity
plans. We recommend a vote FOR all
directors except Alex W. Hart, Philip G. Heasley
and Margaret L. Taylor.
1.2 Elect Director Tony J. Christianson
--- For
1.3 Elect Director Thomas G. Grudnowski
--- For
1.4 Elect Director Alex W. Hart ---
Withhold
1.5 Elect Director Philip G. Heasley
--- Withhold
1.6 Elect Director Guy R. Henshaw ---
For
1.7 Elect Director David S.P. Hopkins
--- For
1.8 Elect Director Margaret L. Taylor
--- Withhold
2 Increase Authorized Common Stock For For
3 Ratify Auditors For For
02/04/04 - A Florida Rock Industries, Inc. 341140101 12/08/03 19,900
*FRK*
1 Elect Directors For For
01/28/04 - A Hutchinson Technology 448407106 12/04/03 19,700
Incorporated *HTCH*
1 Elect Directors For Split
1.1 Elect Director W. Thomas Brunberg
--- Withhold
We recommend a vote FOR the directors with the
exceptions of independent outsiders Richard B.
Solum, R. Frederick McCoy, Jr., Russell Huffer,
and W. Thomas Brunberg. We recommend that
shareholders WITHHOLD votes from R. Frederick
McCoy, Jr. for poor attendance and Audit
Committee members Richard B. Solum, Russell
Huffer, and W. Thomas Brunberg for paying
excessive non-audit fees.
1.2 Elect Director Archibald Cox, Jr.
--- For
1.3 Elect Director Wayne M. Fortun ---
For
1.4 Elect Director Jeffrey W. Green ---
For
1.5 Elect Director Russell Huffer ---
Withhold
1.6 Elect Director R. Frederick McCoy,
Jr. --- Withhold
1.7 Elect Director William T. Monahan
--- For
1.8 Elect Director Richard B. Solum ---
Withhold
2 Ratify Auditors For Against
03/23/04 - A IDEX Corp. *IEX* 45167R104 02/17/04 29,700
1 Elect Directors For Split
1.1 Elect Director Paul E. Raether ---
Withhold
We recommend a vote FOR Neil A. Springer and
Dennis K. Williams. We recommend that
shareholders WITHHOLD votes from Paul E. Raether
for standing as an affiliated outsider on the
nominating committee.
1.2 Elect Director Neil A. Springer ---
For
1.3 Elect Director Dennis K. Williams
--- For
2 Ratify Auditors For For
01/26/04 - S International Rectifier Corp. 460254105 12/19/03 13,300
*IRF*
1 Increase Authorized Common Stock For For
02/10/04 - A Jacobs Engineering Group Inc. 469814107 01/05/04 13,700
*JEC*
1 Elect Directors For For
2 Ratify Auditors For For
02/12/04 - A Kronos Inc. *KRON* 501052104 12/17/03 17,500
1 Elect Directors For For
1.1 Elect Director Richard J. Dumler
--- For
We recommend a vote FOR the directors.
1.2 Elect Director Samuel Rubinovitz
--- For
2 Amend Stock Option Plan For For
3 Ratify Auditors For For
4 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
02/05/04 - A MarineMax, Inc. *HZO* 567908108 12/19/03 31,950
1 Elect Directors For For
2 Ratify Auditors For For
03/02/04 - A Mesa Air Group, Inc. *MESA* 590479101 01/09/04 50,300
1 Elect Directors For For
2 Approve Omnibus Stock Plan For Against
3 Submit Shareholder Rights Plan Against For
(Poison Pill) to Shareholder Vote
4 Ratify Auditors For For
01/06/04 - A MSC Industrial Direct Co., Inc. 553530106 12/01/03 45,000
*MSM*
1 Elect Directors For For
2 Amend Restricted Stock Plan For For
3 Amend Stock Option Plan For For
4 Amend Stock Option Plan For For
5 Amend Stock Option Plan For For
6 Amend Employee Stock Purchase Plan For For
7 Ratify Auditors For For
03/03/04 - A Parametric Technology Corp. 699173100 01/09/04 252,500
*PMTC*
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
03/24/04 - A Photronics, Inc. *PLAB* 719405102 02/12/04 373
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
02/27/04 - A Piedmont Natural Gas Co., Inc. 720186105 01/09/04 14,300
*PNY*
A.1 Elect Director Jerry W. Amos For For
A.2 Elect Director D. Hayes Clement For For
A.3 Elect Director Thomas E. Skains For For
A.4 Elect Director Frank B. Holding, Jr. For For
A.5 Elect Director David E. Shi For For
B Ratify Auditors For For
C Approve/Amend Executive Incentive For For
Bonus Plan
01/29/04 - A Planar Systems, Inc. *PLNR* 726900103 12/12/03 31,700
1 Elect Directors For For
02/11/04 - A Plexus Corp. *PLXS* 729132100 12/12/03 30,000
1 Elect Directors For For
2 Ratify Auditors For For
03/26/04 - A Quiksilver, Inc. *ZQK* 74838C106 02/06/04 59,300
1 Elect Directors For Split
1.1 Elect Director William M. Barnum,
Jr. --- For
We recommend a vote FOR the directors with the
exception of independent outsider Franck Riboud,
affiliated outsiders Robert G. Kirby, Charles E.
Crowe, and insiders Robert B. McKnight, Jr.,
Bernard Mariette. We recommend that shareholders
WITHHOLD votes from Franck Riboud for poor
attendance, Robert G. Kirby for standing as an
affiliated outsider on the Audit and
Compensation committees and for failure to
establish a majority independent board, and
Charles E. Crowe, Robert B. McKnight, Jr. and
Bernard Mariette for failure to establish a
majority independent board.
1.2 Elect Director Charles E. Crowe ---
Withhold
1.3 Elect Director Michael H. Gray ---
For
1.4 Elect Director Robert G. Kirby ---
Withhold
1.5 Elect Director Bernard Mariette ---
Withhold
1.6 Elect Director Robert B. McKnight,
Jr. --- Withhold
1.7 Elect Director Franck Riboud ---
Withhold
1.8 Elect Director Tom Roach --- For
2 Amend Omnibus Stock Plan For For
3 Approval of the Terms of the For For
Executive Incentive Plan
02/12/04 - A Raymond James Financial, Inc. 754730109 12/15/03 28,500
*RJF*
1 Elect Directors For For
1.1 Elect Director Angela M. Biever ---
For
We recommend a vote FOR the directors.
1.2 Elect Director Jonathan A. Bulkley
--- For
1.3 Elect Director Francis S. Godbold
--- For
1.4 Elect Director H. William
Habermeyer, Jr. --- For
1.5 Elect Director Chet Helck --- For
1.6 Elect Director Harvard H. Hill,
Jr., CFP --- For
1.7 Elect Director Thomas A. James ---
For
1.8 Elect Director Dr. Paul W. Marshall
--- For
1.9 Elect Director Kenneth A. Shields
--- For
1.10 Elect Director Hardwick Simmons ---
For
2 Approve Incentive Compensation For For
Criteria for Certain Executive
Officers
Because qualification of the above incentive
compensation criteria under 162(m) will provide
the company with tax deductibility, we recommend
a vote FOR this proposal.
3 Ratify Auditors For For
03/30/04 - A Skyworks Solutions, Inc. *SWKS* 83088M102 01/30/04 36,401
1 Elect Directors For For
1.1 Elect Director Kevin L. Beebe ---
For
1.2 Elect Director Timothy R. Furey ---
For
1.3 Elect Director David J. Mclachlan
--- For
2 Ratify Auditors For For
3 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
02/06/04 - A Sybron Dental Specialties, Inc. 871142105 12/17/03 29,300
*SYD*
1 Elect Directors For For
02/26/04 - A Tetra Tech, Inc. *TTEK* 88162G103 12/29/03 33,100
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
03/23/04 - A The Cooper Companies, Inc. 216648402 02/03/04 7,544
*COO*
1 Elect Directors For For
2 Ratify Auditors For For
3 Amend Omnibus Stock Plan For For
03/12/04 - A The Toro Company *TTC* 891092108 01/14/04 10,700
1 Elect Directors For For
1.1 Elect Director Robert C. Buhrmaster
--- For
1.2 Elect Director Winslow H. Buxton
--- For
1.3 Elect Director Robert H. Nassau ---
For
1.4 Elect Director Christopher A.
Twomey --- For
2 Ratify Auditors For For
3 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
02/04/04 - A Varian Inc *VARI* 922206107 12/12/03 18,800
1 Elect Directors For For
1.1 Elect Director John G. McDonald ---
For
1.2 Elect Director Wayne R. Moon --- For
2 Approve/Amend Executive Incentive For For
Bonus Plan
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
02/10/04 - A Varian Semiconductor Equipment 922207105 12/15/03 15,500
Associates, Inc. *VSEA*
1 Elect Directors For For
1.1 Elect Director Robert W. Dutton ---
For
We recommend a vote FOR the directors.
2 Amend Omnibus Stock Plan For For
The cost associated with the proposed 100,000
shares of performance units, performance shares,
and/or restricted stock is included in the
calculations below. As such, because the total
cost of the company's plans of 9.95 percent is
within the allowable cap for this company of
12.31 percent, we recommend a vote FOR this
proposal.
3 Amend Omnibus Stock Plan For For
The total cost of the company's plans of 9.95
percent is within the allowable cap for this
company of 12.31 percent.
4 Ratify Auditors For For
01/21/04 - A Washington Federal, Inc. *WFSL* 938824109 11/28/03 25,345
1 Elect Directors For Split
1.1 Elect Director Thomas F. Kenney ---
For
1.2 Elect Director Derek L. Chinn ---
Withhold
WITHHOLD votes from Derek L. Chinn for standing
as an affiliated outsider on the Audit Committee
and W. Alden Harris for standing as an
affiliated outsider on the Compensation
Committee.
1.3 Elect Director W. Alden Harris ---
Withhold
1.4 Elect Director Guy C. Pinkerton ---
For
2 Ratify Auditors For For
01/13/04 - A Winnebago Industries, Inc. 974637100 11/10/03 8,100
*WGO*
1 Elect Directors For For
1.1 Elect Director Joseph W. England
--- For
1.2 Elect Director Irvin E. Aal --- For
2 Approve Omnibus Stock Plan For For
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT SMALL CAP STOCK PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 19,800
Inc. *AFCI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A ADVANCED MEDICAL OPTICS INC 00763M108 03/26/04 33,309
*AVO*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
06/16/04 - A Aeropostale, Inc *ARO* 007865108 04/29/04 22,100
1 Classify the Board of Directors For For Mgmt
2 Elect Directors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
05/12/04 - A Alexandria Real Estate 015271109 03/29/04 9,700
Equities, Inc. *ARE*
1 Elect Directors For Split Mgmt
1.1 Elect Director Jerry M. Sudarsky
--- Withhold
We recommend a vote FOR the directors with the
exception of Jerry M. Sudarsky. We recommend
that shareholders WITHHOLD votes from Jerry M.
Sudarsky for standing as an affiliated outsider
on the Audit Committee and for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Joel S. Marcus ---
For
1.3 Elect Director James H. Richardson
--- For
1.4 Elect Director Richard B. Jennings
--- For
1.5 Elect Director Richard H. Klein ---
For
1.6 Elect Director Anthony M. Solomon
--- For
1.7 Elect Director Alan G. Walton ---
For
1.8 Elect Director Richmond A. Wolf ---
For
2 Ratify Auditors For For Mgmt
05/20/04 - A AMB Property Corp. *AMB* 00163T109 03/05/04 15,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/10/04 - A American Power Conversion 029066107 04/14/04 36,700
Corp. *APCC*
1 Fix Number of Directors For For Mgmt
2 Elect Directors For Split Mgmt
2.1 Elect Director Rodger B. Dowdell,
Jr. --- Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Rodger B. Dowdell, Jr.,
Emanuel E. Landsman and Neil E. Rasmussen and
affiliated outsider Ervin F. Lyon. We recommend
that shareholders WITHHOLD votes from Rodger B.
Dowdell, Jr., Emanuel E. Landsman and Neil E.
Rasmussen for failure to establish a majority
independent board. We also recommend that
shareholders WITHHOLD votes from Ervin F. Lyon
for standing as an affiliated outsider on the
Audit, Compensation and Nominating committees
and for failure to establish a majority
independent board.
2.2 Elect Director Emanuel E. Landsman
--- Withhold
2.3 Elect Director Neil E. Rasmussen
--- Withhold
2.4 Elect Director Ervin F. Lyon ---
Withhold
2.5 Elect Director James D. Gerson ---
For
2.6 Elect Director John G. Kassakian
--- For
2.7 Elect Director John F. Keane, Sr.
--- For
2.8 Elect Director Ellen B. Richstone
--- For
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/29/04 - A AnnTaylor Stores Corp. *ANN* 036115103 03/08/04 15,850
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
05/13/04 - A Applebee's International, Inc. 037899101 03/15/04 19,100
*APPB*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Report on Genetically Modified Against Against ShrHoldr
Organisms
05/20/04 - A Aqua America, Inc. *WTR* 03836W103 03/29/04 28,000
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For Against Mgmt
The requested increase of 200,000,000 shares is
above the allowable threshold of 160,000,000
shares.
3 Approve Omnibus Stock Plan For For Mgmt
05/11/04 - A Argonaut Group, Inc. *AGII* 040157109 04/05/04 51,150
1 Elect Directors For Split Mgmt
1.1 Elect Director Hector De Leon ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Fayez S.
Sarofim. We recommend that shareholders
WITHHOLD votes from Fayez S. Sarofim for poor
attendance.
1.2 Elect Director Frank W. Maresh ---
For
1.3 Elect Director Allan W. Fulkerson
--- For
1.4 Elect Director David Hartoch --- For
1.5 Elect Director John R. Power, Jr.
--- For
1.6 Elect Director George A. Roberts
--- For
1.7 Elect Director Fayez S. Sarofim ---
Withhold
1.8 Elect Director Mark E. Watson III
--- For
1.9 Elect Director Gary V. Woods --- For
2 Increase Authorized Common Stock For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Amend Non-Employee Director Stock For For Mgmt
Option Plan
6 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/26/04 - A Arris Group Inc *ARRS* 04269Q100 04/12/04 30,176
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/06/04 - A Artesyn Technologies, Inc. 043127109 03/08/04 1,500
*ATSN*
1 Elect Directors For Split Mgmt
1.1 Elect Director Edward S. Croft, III
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Ronald D.
Schmidt. We recommend that shareholders
WITHHOLD votes from Ronald D. Schmidt for
standing as an affiliated outsider on the
Governance and Nominating Committee.
1.2 Elect Director Lawrence J. Matthews
--- For
1.3 Elect Director Joseph M. O'Donnell
--- For
1.4 Elect Director Stephen A.
Ollendorff --- For
1.5 Elect Director Phillip A. O'Reilly
--- For
1.6 Elect Director Bert Sager --- For
1.7 Elect Director A. Eugene Sapp, Jr.
--- For
1.8 Elect Director Ronald D. Schmidt
--- Withhold
1.9 Elect Director Lewis Solomon --- For
1.10 Elect Director John M. Steel --- For
2 Amend Non-Employee Director Stock For For Mgmt
Option Plan
3 Amend Omnibus Stock Plan For For Mgmt
06/17/04 - A Autodesk, Inc. *ADSK* 052769106 05/05/04 28,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Adopt Policy Regarding Equity-Based Against For ShrHoldr
Compensation for Executives
Given that the company does not maintain any
mechanisms that promote the long-term value for
shareholders, we believe that support for this
non-binding proposal sends a strong message to
the board to require executives to have a
long-term stake in the company. Therefore,
executives are committed to promote the
long-term value for shareholders.
04/27/04 - A Autoliv Inc. *ALV* 052800109 03/02/04 13,800
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/10/04 - A Avocent Corporation *AVCT* 053893103 04/30/04 22,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A Axcelis Technologies Inc 054540109 03/08/04 47,500
*ACLS*
1 Elect Directors For Split Mgmt
1.1 Elect Director Gary L. Tooker ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Alexander M.
Cutler. We recommend that shareholders WITHHOLD
votes from Alexander M. Cutler for standing as
an affiliated outsider on the Audit,
Compensation and Nominating committees.
1.2 Elect Director Patrick H. Nettles
--- For
1.3 Elect Director Alexander M. Cutler
--- Withhold
2 Ratify Auditors For For Mgmt
04/27/04 - A BOK Financial Corp. *BOKF* 05561Q201 03/01/04 25,245
1 Elect Directors For Split Mgmt
1.1 Elect Director C. Fred Ball, Jr.
--- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider James A.
Robinson, independent outsiders Steven E. Moore
and David L. Kyle, and insiders Stanley A.
Lybarger, George B. Kaiser, V. Burns Hargis,
Robert G. Greer, and C. Fred Ball, Jr. We
recommend that shareholders WITHHOLD votes from
Steven E. Moore and David L. Kyle for poor
attendance, from Stanley A. Lybarger and George
B. Kaiser for standing as insiders on the
Compensation Committee and for failure to
establish an independent nominating committee,
and from James A. Robinson for standing as an
affiliated outsider on the Compensation
Committee and for failure to establish an
independent nominating committee. We also
recommend that shareholders WITHHOLD votes from
V. Burns Hargis, Robert G. Greer, and C. Fred
Ball, Jr. for failure to establish an
independent nominating committee.
1.2 Elect Director Sharon J. Bell ---
For
1.3 Elect Director Joseph E. Cappy ---
For
1.4 Elect Director Luke R. Corbett ---
For
1.5 Elect Director William E. Durrett
--- For
1.6 Elect Director Robert G. Greer ---
Withhold
1.7 Elect Director David F. Griffin ---
For
1.8 Elect Director V. Burns Hargis ---
Withhold
1.9 Elect Director E. Carey Joullian,
IV --- For
1.10 Elect Director George B. Kaiser ---
Withhold
1.11 Elect Director Judith Z. Kishner
--- For
1.12 Elect Director David L. Kyle ---
Withhold
1.13 Elect Director Robert J. LaFortune
--- For
1.14 Elect Director Stanley A. Lybarger
--- Withhold
1.15 Elect Director Steven J. Malcolm
--- For
1.16 Elect Director Paula
Marshall-Chapman --- For
1.17 Elect Director Steven E. Moore ---
Withhold
1.18 Elect Director James A. Robinson
--- Withhold
1.19 Elect Director L. Francis Rooney,
III --- For
04/30/04 - A Boyd Gaming Corp. *BYD* 103304101 03/31/04 28,400
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For Split Mgmt
2.1 Elect Director William S. Boyd ---
Withhold
We recommend a vote FOR Peter M. Thomas and
Frederick J. Schwab and a WITHHOLD for William
S. Boyd for standing as an insider on a
non-majority independent board.
2.2 Elect Director Frederick J. Schwab
--- For
2.3 Elect Director Peter M. Thomas ---
For
3 Ratify Auditors For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
04/27/04 - A Brooks Automation, Inc. *BRKS* 114340102 03/05/04 17,500
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
05/13/04 - A Chicago Bridge & Iron Co. 167250109 04/01/04 24,000
*CBI*
Meeting for Holders of ADRs
1 FIRST POSITION: BALLENGEE For For Mgmt
2 FIRST POSITION: BORDAGES Against Abstain Mgmt
3 SECOND POSITION: SIMPSON For For Mgmt
4 SECOND POSITION: LEVENTRY Against Abstain Mgmt
5 TO AUTHORIZE THE PREPARATION OF THE For For Mgmt
ANNUAL ACCOUNTS AND ANNUAL REPORT
IN THE ENGLISH LANGUAGE AND ADOPT
DUTCH STATUTORY ANNUAL ACCOUNTS
6 TO DISCHARGE MANAGEMENT BOARD AND For For Mgmt
SUPERVISORY BOARD FROM LIABILITY IN
EXERCISE OF THEIR DUTIES
7 TO RESOLVE THE FINAL DIVIDEND For For Mgmt
8 TO REPURCHASE UP TO 30% OF THE For Against Mgmt
ISSUED SHARE CAPITAL
9 TO CANCEL SHARES TO BE ACQUIRED BY For For Mgmt
THE COMPANY IN ITS OWN SHARE CAPITAL
10 TO APPROVE THE EXTENSION OF THE For For Mgmt
AUTHORITY TO ISSUE AND/OR GRANT
RIGHTS ON SHARES AND TO LIMIT OR
EXCLUDE PREEMPTIVE RIGHTS
11 TO INCREASE THE AMOUNT OF THE For For Mgmt
AUTHORIZED SHARE CAPITAL
12 TO APPOINT DELOITTE & TOUCHE AS THE For For Mgmt
COMPANY S INDEPENDENT PUBLIC
ACCOUNTANTS
05/06/04 - A Church & Dwight Co., Inc. 171340102 03/12/04 4,956
*CHD*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/04 - A CIMAREX ENERGY CO *XEC* 171798101 03/26/04 26,500
1 Elect Directors For For Mgmt
05/25/04 - A Community Health Systems, Inc. 203668108 03/31/04 17,900
*CYH*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
4 Separate Chairman and CEO Positions Against Against ShrHoldr
05/04/04 - A Cooper Tire & Rubber Co. *CTB* 216831107 03/09/04 46,077
1 Elect Directors For For Mgmt
1.1 Elect Director Arthur H. Aronson
--- For
1.2 Elect Director Thomas A. Dattilo
--- For
1.3 Elect Director Byron O. Pond --- For
2 Ratify Auditors Against For ShrHoldr
This proposal would not effect the company's
ability to select its auditor, but rather would
allow shareholders the right to ratify or not
ratify that choice. We note that the company
has not, in the past, put the auditor up for
ratification. We also note that the non-audit
related fees paid to Ernst & Young, in the past
fiscal year represented 47.07 percent of the
total fees paid to that firm. The company's
Audit Committee has established a policy
regarding pre-approval of all audit and
non-audit services expected to be performed by
Ernst & Young. Before the corporate
accounting-related scandals of the past two
years, ratification of auditors was generally
viewed as a routine agenda item. A vote for an
auditor by shareholders is confirmation that
the auditor has objectively reviewed the
company's financial statements for compliance
with generally accepted accounting principles.
Due to the recent SEC rules on auditor
independence and increased shareholder scrutiny
on this issue, however, ratification of
auditors has turned into a more controversial
agenda item. As such, we believe that
shareholders should have the opportunity to
assess the auditor's general performance, the
audit and non-audit related fees paid by the
company, and the auditor's overall
independence. Therefore, we recommend a vote
for this proposal.
04/21/04 - A Corus Bankshares, Inc. *CORS* 220873103 02/23/04 20,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Joseph C. Glickman
--- Withhold
We recommend a vote FOR the directors with the
exceptions of Michael J. Mcclure and Steven D.
Fifield. We recommend that shareholders
WITHHOLD votes from Michael J. Mcclure for
standing as an affiliated outsider on the Audit
Committee, Steven D. Fifield for standing as an
affiliated outsider on the Compensation
Committee, and Michael J. Mcclure for standing
as an affiliated outsider on the Nominating
Committee.
1.2 Elect Director Robert J. Glickman
--- Withhold
1.3 Elect Director Robert J. Buford ---
For
1.4 Elect Director Steven D. Fifield
--- Withhold
1.5 Elect Director Rodney D. Lubeznik
--- For
1.6 Elect Director Michael J. Mcclure
--- Withhold
1.7 Elect Director Peter C. Roberts ---
For
2 Ratify Auditors For For Mgmt
05/19/04 - A Cullen/Frost Bankers, Inc. 229899109 04/02/04 11,700
*CFR*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A Cymer, Inc. *CYMI* 232572107 03/31/04 14,000
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Charles J. Abbe ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Audit Committee members and
independent outsiders Edward H. Braun for poor
attendance, for paying excessive non-audit
fees, and for failing to remove a dead-hand,
slow-hand, or similar feature in the company's
poison pill, Charles J. Abbe for paying
excessive non-audit fees, and for failing to
remove a dead-hand, slow-hand, or similar
feature in the company's poison pill, and
Michael R. Gaulke for paying excessive
non-audit fees, and for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill. From Peter J. Simone for
standing as an affiliated outsider on the
Nominating Committee, and for failing to remove
a dead-hand, slow-hand, or similar feature in
the company's poison pill. Lastly from insider
Robert P. Akins, affiliated outsider William G.
Oldham, independent outsiders Young K. Sohn,
and Jon D. Tompkins for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill.
1.2 Elect Director Robert P. Akins ---
Withhold
1.3 Elect Director Edward H. Braun ---
Withhold
1.4 Elect Director Michael R. Gaulke
--- Withhold
1.5 Elect Director William G. Oldham
--- Withhold
1.6 Elect Director Peter J. Simone ---
Withhold
1.7 Elect Director Young K. Sohn ---
Withhold
1.8 Elect Director Jon D. Tompkins ---
Withhold
2 Amend Employee Stock Purchase Plan For For Mgmt
We approve of this item because the plan
complies with Section 423 of the Internal
Revenue Code, the number of shares being added
is relatively conservative, the offering period
is reasonable, and there are limitations on
participation.
3 Ratify Auditors For Against Mgmt
In this case, 66.87 percent of the total fees
paid to the auditor is attributable to
non-audit work. This notably disproportionate
fee arrangement could significantly impair the
auditor's independence.
04/19/04 - A Cypress Semiconductor Corp. 232806109 03/01/04 39,800
*CY*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the plan of 29.96 percent is
above the allowable cap for this company of
12.74 percent.
3 Ratify Auditors For For Mgmt
05/26/04 - A Cytyc Corporation *CYTC* 232946103 04/05/04 38,700
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/26/04 - A DADE BEHRING HLDGS INC *DADE* 23342J206 03/30/04 21,100
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/17/04 - A Dendrite International, Inc. 248239105 03/22/04 47,500
*DRTE*
1 Elect Directors For Split Mgmt
1.1 Elect Director John E. Bailye ---
For
We recommend a vote FOR the directors with the
exception of Patrick J. Zenner. We recommend
that shareholders WITHHOLD votes from Patrick
J. Zenner for sitting on more than six boards.
1.2 Elect Director John A. Fazio --- For
1.3 Elect Director Bernard M. Goldsmith
--- For
1.4 Elect Director Edward J. Kfoury ---
For
1.5 Elect Director Paul A. Margolis ---
For
1.6 Elect Director John H. Martinson
--- For
1.7 Elect Director Terence H. Osborne
--- For
1.8 Elect Director Patrick J. Zenner
--- Withhold
05/18/04 - A Developers Diversified Realty 251591103 03/22/04 12,600
Corp. *DDR*
1 Elect Directors For For Mgmt
2 Amend Shareholder Rights Plan For For Mgmt
(Poison Pill)
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/27/04 - A EastGroup Properties, Inc. 277276101 04/14/04 17,000
*EGP*
1 Elect Directors For For Mgmt
1.1 Elect Director D. Pike Aloian ---
For
1.2 Elect Director Alexander G. Anagnos
--- For
1.3 Elect Director H. C. Bailey, Jr.
--- For
1.4 Elect Director Hayden C. Eaves, III
--- For
1.5 Elect Director Fredric H. Gould ---
For
1.6 Elect Director David H. Hoster II
--- For
1.7 Elect Director David M. Osnos ---
For
1.8 Elect Director Leland R. Speed ---
For
2 Approve Omnibus Stock Plan For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/27/04 - A EDO Corp. *EDO* 281347104 03/05/04 32,357
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For Against Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
05/18/04 - A Encore Medical Corp. *ENMC* 29256E109 04/02/04 148,950
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard O. Martin,
Ph.D. --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Zubeen Shroff.
We recommend that shareholders WITHHOLD votes
from Zubeen Shroff for standing as an
affiliated outsider on the Compensation
Committee.
1.2 Elect Director Zubeen Shroff ---
Withhold
1.3 Elect Director Bruce Wesson --- For
2 Amend Omnibus Stock Plan For For Mgmt
04/28/04 - A Energen Corp. *EGN* 29265N108 03/05/04 22,200
1 Elect Directors For For Mgmt
05/13/04 - A Energy Partners, Ltd *EPL* 29270U105 03/17/04 64,896
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard A. Bachmann
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider William O.
Hiltz. We recommend that shareholders WITHHOLD
votes from William O. Hiltz for standing as an
affiliated outsider on the Audit Committee.
1.2 Elect Director John C Bumgarner ---
For
1.3 Elect Director Jerry D. Carlisle
--- For
1.4 Elect Director Harold D. Carter ---
For
1.5 Elect Director Enoch L. Dawkins ---
For
1.6 Elect Director Robert D. Gershen
--- For
1.7 Elect Director William O. Hiltz ---
Withhold
1.8 Elect Director John G. Phillips ---
For
1.9 Elect Director Dr. Eamon M. Kelly
--- For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/13/04 - A Entercom Communications Corp. 293639100 03/19/04 14,800
*ETM*
1 Elect Directors For For Mgmt
05/07/04 - A Evergreen Resources, Inc. 299900308 03/12/04 26,700
*EVG*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Dennis R. Carlton
--- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsider Arthur
L. Smith, and insiders Mark S. Sexton and
Dennis R. Carlton for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill.
1.2 Elect Director Mark S. Sexton ---
Withhold
1.3 Elect Director Arthur L. Smith ---
Withhold
2 Ratify Auditors For For Mgmt
04/30/04 - A Federal Signal Corp. *FSS* 313855108 03/02/04 17,479
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A First Bancorp(Puerto Rico) 318672102 03/16/04 19,350
*FBP*
1 Elect Directors For For Mgmt
1.1 Elect Director Angel Alvarez Perez
--- For
1.2 Elect Director Jose Luis
Ferrer-Canals --- For
1.3 Elect Director Sharee Ann
Umpierre-Catinchi --- For
2 Elect Director Jose Menendez Cortada For For Mgmt
3 Ratify Auditors For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/20/04 - A First Midwest Bancorp, Inc. 320867104 03/26/04 33,400
*FMBI*
1 Elect Directors For For Mgmt
05/26/04 - A Fossil, Inc. *FOSL* 349882100 03/31/04 29,850
1 Elect Directors For Split Mgmt
1.1 Elect Director Tom Kartsotis ---
Withhold
We recommend a vote FOR Donald J. Stone but
WITHHOLD votes from all other nominees. We
recommend that shareholders WITHHOLD votes from
insider Jal S. Shroff and affiliated outsider
Tom Kartsotis for failure to establish an
independent nominating committee and for
failure to establish majority board
independence.
1.2 Elect Director Jal S. Shroff ---
Withhold
1.3 Elect Director Donald J. Stone ---
For
2 Amend Omnibus Stock Plan For For Mgmt
05/12/04 - A Genesee & Wyoming Inc. *GWR* 371559105 03/29/04 23,250
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/29/04 - A Genlyte Group, Inc. (The) 372302109 03/08/04 9,800
*GLYT*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Larry K. Powers ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from insiders Zia Eftekhar and
Larry K. Powers for failure to establish an
independent nominating committee.
1.2 Elect Director Zia Eftekhar ---
Withhold
05/13/04 - A Gentex Corp. *GNTX* 371901109 03/19/04 7,127
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
04/23/04 - A Graco Inc. *GGG* 384109104 02/23/04 15,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/24/04 - A Granite Construction Inc. 387328107 03/26/04 33,800
*GVA*
1 Elect Directors For Split Mgmt
1.1 Elect Director Rebecca A. McDonald
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider George B.
Searle. We recommend that shareholders WITHHOLD
votes from George B. Searle for standing as an
affiliated outsider on the Audit/Compliance and
Compensation committees.
1.2 Elect Director George B. Searle ---
Withhold
1.3 Elect Director William G. Dorey ---
For
2 Amend Omnibus Stock Plan For For Mgmt
3 Separate Chairman and CEO Positions Against Against ShrHoldr
4 Ratify Auditors For For Mgmt
04/15/04 - A H.B. Fuller Co. *FUL* 359694106 02/20/04 15,651
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A HCC Insurance Holdings, Inc. 404132102 04/05/04 34,100
*HCC*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/06/04 - A Heartland Express, Inc. *HTLD* 422347104 03/10/04 43,242
1 Elect Directors For For Mgmt
05/25/04 - A Henry Schein, Inc. *HSIC* 806407102 04/15/04 13,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Stanley M. Bergman
--- For
We recommend a vote FOR the directors with the
exception of Pamela Joseph. We recommend that
shareholders WITHHOLD votes from Pamela Joseph
for poor attendance.
1.2 Elect Director Gerald A. Benjamin
--- For
1.3 Elect Director James P. Breslawski
--- For
1.4 Elect Director Mark E. Mlotek ---
For
1.5 Elect Director Steven Paladino ---
For
1.6 Elect Director Barry J. Alperin ---
For
1.7 Elect Director Pamela Joseph ---
Withhold
1.8 Elect Director Donald J. Kabat ---
For
1.9 Elect Director Marvin H. Schein ---
For
1.10 Elect Director Irving Shafran ---
For
1.11 Elect Director Philip A. Laskawy
--- For
1.12 Elect Director Norman S. Matthews
--- For
1.13 Elect Director Louis W. Sullivan
--- For
1.14 Elect Director Margaret A. Hamburg
--- For
2 Amend Stock Option Plan For For Mgmt
3 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
4 Approve Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/11/04 - A HRPT Properties Trust *HRP* 40426W101 03/19/04 40,800
1 Elect Directors For For Mgmt
05/19/04 - A IDEXX Laboratories, Inc. 45168D104 03/22/04 10,400
*IDXX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/25/04 - A Ingram Micro, Inc. *IM* 457153104 03/26/04 100,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Orrin H. Ingram II
--- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Orrin H.
Ingram II. We recommend that shareholders
WITHHOLD votes from Orrin H. Ingram II for
standing as an affiliated outsider on the
Compensation Committee.
1.2 Elect Director Michael T. Smith ---
For
1.3 Elect Director Joe B. Wyatt --- For
1.4 Elect Director Howard I. Atkins ---
For
04/27/04 - A Inter-Tel, Inc. *INTL* 458372109 03/05/04 29,601
1 Elect Directors For For Mgmt
1.1 Elect Director Steven G. Mihaylo
--- For
1.2 Elect Director J. Robert Anderson
--- For
1.3 Elect Director Jerry W. Chapman ---
For
1.4 Elect Director Gary D. Edens --- For
1.5 Elect Director C. Roland Haden ---
For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/20/04 - A Interface, Inc. *IFSIA* 458665106 03/15/04 56,200
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
05/21/04 - A Intuitive Surgical Inc *ISRG* 46120E602 04/05/04 40,800
1 Elect Directors For For Mgmt
04/13/04 - A Investors Financial Services 461915100 02/20/04 1
Corp. *IFIN*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/06/04 - A Itron, Inc. *ITRI* 465741106 02/27/04 4,297
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
06/15/04 - A kforce, Inc. *KFRC* 493732101 04/12/04 19,654
1 Elect Directors For For Mgmt
05/13/04 - A Landstar System, Inc. *LSTR* 515098101 03/19/04 14,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
06/15/04 - A LifePoint Hospitals, Inc. 53219L109 04/16/04 10,514
*LPNT*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Ratify Auditors For For Mgmt
05/06/04 - A Linens 'n Things, Inc. *LIN* 535679104 03/08/04 35,900
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
04/30/04 - A Littelfuse, Inc. *LFUS* 537008104 03/12/04 18,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/26/04 - A M.D.C. Holdings, Inc. *MDC* 552676108 02/27/04 6,069
1 Elect Directors For For Mgmt
1.1 Elect Director Herbert T. Buchwald
--- For
1.2 Elect Director Larry A. Mizel ---
For
2 Prepare Sustainability Report Against For ShrHoldr
Given the company's current lack of disclosure
and the fact that preparation of this report
will provide shareholders with a more complete
view of the company's policies regarding this
matter, we recommend that shareholders support
this shareholder proposal.
04/27/04 - A Macdermid, Inc. *MRD* 554273102 03/03/04 39,484
1 Elect Directors For For Mgmt
1.1 Elect Director Daniel H. Leever ---
For
1.2 Elect Director Donald G. Ogilvie
--- For
1.3 Elect Director James C. Smith ---
For
1.4 Elect Director Joseph M. Silvestri
--- For
1.5 Elect Director T. Quinn Spitzer ---
For
1.6 Elect Director Robert L. Ecklin ---
For
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/28/04 - A MAF Bancorp, Inc. *MAFB* 55261R108 03/10/04 24,600
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Terry A. Ekl ---
Withhold
We recommend that shareholders WITHHOLD votes
from all the nominees. We recommend that
shareholders WITHHOLD votes from affiliated
outsider Lois B. Vasto for failure to establish
a majority independent board and for standing
as an affiliated outsider on the Nominating
Committee. We also recommend that shareholders
WITHHOLD votes from insiders Jerry A.
Weberling, Thomas R. Perz, and Kenneth R.
Koranda, and from affiliated outsider Terry A.
Ekl for failure to establish a majority
independent board.
1.2 Elect Director Kenneth R. Koranda
--- Withhold
1.3 Elect Director Thomas R. Perz ---
Withhold
1.4 Elect Director Lois B. Vasto ---
Withhold
1.5 Elect Director Jerry A. Weberling
--- Withhold
04/27/04 - A MARINE PRODUCTS CORP *MPX* 568427108 03/15/04 16,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Wilton Looney --- For
We recommend a vote FOR Wilton Looney and
WITHHOLD votes from insiders Gary W. Rollins
and James A. Lane, Jr. We recommend that
shareholders WITHHOLD votes from Gary W.
Rollins and James A. Lane for failure to
establish a majority independent board.
1.2 Elect Director Gary W. Rollins ---
Withhold
1.3 Elect Director James A. Lane, Jr.
--- Withhold
2 Approve Omnibus Stock Plan For Against Mgmt
Although the total cost of the company's plans
of 10.53 percent is within the allowable cap
for this company of 19.66 percent, the plan
allows repricing of underwater stock options
without shareholder approval, which we believe
reduces the incentive value of the plan.
05/03/04 - A Maverick Tube Corp. *MVK* 577914104 03/05/04 48,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
4 Ratify Auditors For For Mgmt
05/13/04 - A Maytag Corp. *MYG* 578592107 03/16/04 28,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Wayland R. Hicks ---
Withhold
Effective corporate governance depends upon the
board being accountable to shareholders.
Although the proposals to declassify the board
and to submit the poison pill to a shareholder
vote received the clear mandate of the
company's shareholders for more than two
consecutive years, the board has yet to
implement the proposals in accordance with the
desires of shareholders. Such failure or
unwillingness to respond to the desires of
shareholders warrants withholding votes from
those nominated directors that were directors
during the relevant period. We recommend
a vote FOR James A. McCaslin but WITHHOLD votes
from Fred G. Steingraber, W. Ann Reynolds, and
Wayland R. Hicks for failure to implement the
shareholder approved proposals.
1.2 Elect Director James A. McCaslin
--- For
1.3 Elect Director W. Ann Reynolds ---
Withhold
1.4 Elect Director Fred G. Steingraber
--- Withhold
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Amend Articles For For Mgmt
5 Declassify the Board of Directors Against Against ShrHoldr
6 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's poison was not
approved by shareholders nor does it embody the
above features that we recommend. While we
acknowledge the board's note on amending the
term of the pill, nevertheless we highlight
that the board is able to re-instate the pill
or reverse this determination at any time
without having to seek shareholder approval.
Therefore, we believe that this determination
by the board does little to answer the concerns
and interests of shareholders. We note
also that the board has failed to implement the
previously supported shareholder proposals
regarding adoption and maintenance of a poison
pill. Although we recognize that shareholder
proposals are not binding on the company, we
consider withholding votes for directors who
ignore shareholder proposals that have been
passed two years in a row by a majority of
votes cast. The re-presentation of this
proposal and the repeated supported from
shareholders over the last three years
emphasizes the importance that shareholders
place on this issue. While we recommend
withholding votes on the directors nominated
this year, we will closely monitor management's
response to this year's vote on this proposal.
04/27/04 - A MB Financial, Inc. *MBFI* 55264U108 03/15/04 9,200
1 Elect Directors For For Mgmt
04/22/04 - A Mercantile Bank Corp. *MBWM* 587376104 03/01/04 23,900
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Approve Stock Option Plan For For Mgmt
05/27/04 - A Metrologic Instruments, Inc. 591676101 03/31/04 24,200
*MTLG*
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard C. Close ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider William
Rulon-Miller. We recommend that shareholders
WITHHOLD votes from William Rulon-Miller for
standing as an affiliated outsider on the Audit
and Compensation committees, for failure to
establish an independent nominating committee
and for failure to establish a majority
independent board.
1.2 Elect Director John H. Mathias ---
For
1.3 Elect Director William Rulon-Miller
--- Withhold
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/28/04 - A Millipore Corp. *MIL* 601073109 03/05/04 10,400
1 Elect Directors For For Mgmt
06/16/04 - A Monster Worldwide, Inc. *MNST* 611742107 04/26/04 25,700
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/26/04 - A MPS GROUP INC *MPS* 553409103 04/08/04 57,000
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
4 Approve Executive Incentive Bonus For For Mgmt
Plan
04/29/04 - A Mueller Industries, Inc. *MLI* 624756102 03/08/04 24,900
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Gennaro J. Fulvio
--- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Robert B. Hodes for
standing as an affiliated outsider on the
Nominating Committee and failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill, Gennaro J. Fulvio, Gary
S. Gladstein, and Terry Hermanson for failing
to remove a dead-hand, slow-hand, or similar
feature in the company's poison pill, and
William D. O'Hagan, Harvey L. Carp and Robert
B. Hodes for failing to remove a dead-hand,
slow-hand, or similar feature in the company's
poison pill and failing to create a majority
independent board.
1.2 Elect Director Gary S. Gladstein
--- Withhold
1.3 Elect Director Terry Hermanson ---
Withhold
1.4 Elect Director Robert B. Hodes ---
Withhold
1.5 Elect Director Harvey L. Karp ---
Withhold
1.6 Elect Director William D. O'Hagan
--- Withhold
2 Ratify Auditors For For Mgmt
04/26/04 - A NBTY, Inc. *NTY* 628782104 03/22/04 25,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/06/04 - A Newfield Exploration Co. *NFX* 651290108 03/19/04 18,100
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
04/14/04 - A/S Nova Chemicals Corp. (Formerly 66977W109 03/08/04 29,900
Nova Corp.) *NCX.*
1 Elect Directors For For Mgmt
2 Approve Auditors and Authorize For For Mgmt
Board to Fix Remuneration of
Auditors
3 Approve Continuation of Company For For Mgmt
Under Canadian Business Corporation
Act
4 Adopt New By-Laws For For Mgmt
04/23/04 - A P.F. Chang's China Bistro Inc 69333Y108 02/27/04 400
*PFCB*
1 Elect Directors For For Mgmt
1.1 Elect Director Richard L. Federico
--- For
1.2 Elect Director R. Michael Welborn
--- For
1.3 Elect Director James D. Shennan,
Jr. --- For
1.4 Elect Director F. Lane Cardwell,
Jr. --- For
1.5 Elect Director Kenneth J. Wessels
--- For
1.6 Elect Director M. Ann Rhoades ---
For
1.7 Elect Director Lesley H. Howe ---
For
2 Ratify Auditors For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Adjourn Meeting For Against Mgmt
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
04/27/04 - A Pacer International, Inc. 69373H106 03/01/04 32,399
*PACR*
1 Elect Directors For Split Mgmt
1.1 Elect Director P. Michael Giftos
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Bruce H.
Spector and Michael S. Gross. We recommend that
shareholders WITHHOLD votes from Bruce H.
Spector for standing as an affiliated outsider
on the Compensation Committee and for failure
to establish an independent nominating
committee, and from Michael S. Gross for
failure to establish an independent nominating
committee.
1.2 Elect Director Michael S. Gross ---
Withhold
1.3 Elect Director Bruce H. Spector ---
Withhold
1.4 Elect Director Thomas L. Finkbiner
--- For
2 Ratify Auditors For For Mgmt
05/20/04 - A PacifiCare Health Systems, 695112102 03/31/04 21,000
Inc. *PHS*
1 Elect Directors For Split Mgmt
1.1 Elect Director Aida Alvarez --- For
We recommend a vote FOR the directors with the
exception of Terry O. Hartshorn. We recommend
that shareholders WITHHOLD votes from Terry O.
Hartshorn for standing as an affiliated
outsider on the Compensation and Nominating
Committee.
1.2 Elect Director Bradley C. Call ---
For
1.3 Elect Director Terry O. Hartshorn
--- Withhold
1.4 Elect Director Dominic Ng --- For
1.5 Elect Director Howard G. Phanstiel
--- For
1.6 Elect Director Warren E. Pinckert
Ii --- For
1.7 Elect Director David A. Reed --- For
1.8 Elect Director Charles R. Rinehart
--- For
1.9 Elect Director Linda Rosenstock ---
For
1.10 Elect Director Lloyd E. Ross --- For
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/29/04 - A PATTERSON-UTI ENERGY INC. 703481101 05/28/04 30,500
*PTEN*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/06/04 - A Peabody Energy Corp. *BTU* 704549104 03/15/04 21,300
1 Elect Directors For For Mgmt
1.1 Elect Director William A. Coley ---
For
1.2 Elect Director Irl F. Engelhardt
--- For
1.3 Elect Director William C. Rusnack
--- For
1.4 Elect Director Alan H. Washkowitz
--- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Require Majority of Independent Against For ShrHoldr
Directors on Board
Since approval of this proposal will ensure
continued independence on the board, we
recommend a vote for this proposal.
05/11/04 - A/S Precision Drilling Corporation 74022D100 03/22/04 16,200
*PD.*
1 Elect W.C. Dunn, Robert J.S. For For Mgmt
Gibson, Murray K. Mullen, Patrick
M. Murray, Fred W. Pheasey, Robert
L. Phillips, Hank B. Swartout,
H.Garth Wiggins as Directors
2 Ratify Auditors For For Mgmt
3 Approve 2004 Stock Option Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan
and limiting director participation in the
plan. However, the total cost of the company's
plans of 3.54 percent is above the allowable
cap for this company of 3.51 percent.
05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 42,000
*PVN*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A Radio One, Inc. *ROIA* 75040P108 04/16/04 79,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Brian W. Mcneill ---
For
For the holders of Class A common stock, voting
as a single class, we recommend a vote FOR the
directors. For the holders of Class A
and Class B common stock, voting as a single
class, we recommend a vote FOR the directors
with the exceptions of affiliated outsider L.
Ross Love and insiders Alfred C. Liggins III
and Catherine L. Hughes. We recommend that
shareholders WITHHOLD votes from L. Ross Love
for standing as an affiliated outsider on the
Audit Committee and from Alfred C. Liggins III
and Catherine L. Hughes for standing as
insiders on the Nominating Committee.
1.2 Elect Director Terry L. Jones ---
For
1.3 Elect Director Catherine L. Hughes
--- Withhold
1.4 Elect Director Alfred C. Liggins
III --- Withhold
1.5 Elect Director D. Geoffrey
Armstrong --- For
1.6 Elect Director L. Ross Love ---
Withhold
1.7 Elect Director Ronald E. Blaylock
--- For
2 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 27.33
percent is above the allowable cap for this
company of 19.69 percent.
3 Ratify Auditors For For Mgmt
06/02/04 - A Red Robin Gourmet Burgers Inc 75689M101 04/05/04 28,100
*RRGB*
1 Elect Directors For Split Mgmt
1.1 Elect Director Edward T. Harvey ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Gary J.
Singer. We recommend that shareholders WITHHOLD
votes from Gary J. Singer for standing as an
affiliated outsider on the Compensation and
Nominating committees.
1.2 Elect Director Gary J. Singer ---
Withhold
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/09/04 - A Renal Care Group, Inc. *RCI* 759930100 04/12/04 16,800
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
4 Increase Authorized Common Stock For For Mgmt
04/16/04 - A/S Ritchie Bros. Auctioneers 767744105 03/05/04 16,000
*RBA*
1 Elect Directors For For Mgmt
2 Approve KPMG LLP as Auditors and For For Mgmt
Authorize Board to Fix Remuneration
of Auditors
3 Approve 2:1 Stock Split For For Mgmt
4 Approve Employee Stock Purchase Plan For For Mgmt
We have no qualms about the dilution factor in
this case given that it is 1.5 percent of
shares issued and even in conjunction with the
existing stock option plan which carries
potential dilution of 2.4 percent, the total
dilution is under 4 percent. Nevertheless our
concern lies in the large discount afforded in
the purchase of these shares of effectively 50
percent as we see it. As employees are allowed
to contribute 100 percent of their performance
bonus to the plan and the entire contribution
is in effect 're-imbursed in cash', this
amounts to a 50 percent discount. We further
note that we consider the aforesaid plan to be
an inappropriate proxy for a pension plan and
thus do not appraise it on such a basis. We
oppose this resolution.
05/06/04 - A RLI Corp. *RLI* 749607107 03/08/04 28,732
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director Stock For For Mgmt
Option Plan
05/26/04 - A Roper Industries, Inc. *ROP* 776696106 03/31/04 13,100
1 Elect Directors For For Mgmt
1.1 Elect Director Brian D. Jellison
--- For
1.2 Elect Director W. Lawrence Banks
--- For
1.3 Elect Director David W. Devonshire
--- For
1.4 Elect Director John F. Fort III ---
For
2 Amend Omnibus Stock Plan For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/29/04 - A Schweitzer-Mauduit 808541106 03/04/04 21,900
International Inc. *SWM*
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
05/06/04 - A SCP Pool Corp. *POOL* 784028102 03/12/04 28,800
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/20/04 - A Select Comfort Corporation 81616X103 04/02/04 23,600
*SCSS*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/04/04 - A SkyWest, Inc. *SKYW* 830879102 03/31/04 53,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Jerry C. Atkin ---
For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Sidney J.
Atkin, Steven F. Udvar-Hazy, and J. Ralph
Atkin. We recommend that shareholders WITHHOLD
votes from Sidney J. Atkin for standing as
affiliated outsider on the Compensation and
Nominating & Governance committees, Steven F.
Udvar-Hazy for standing as affiliated outsider
on the Compensation Committee, and J. Ralph
Atkin for standing as affiliated outsider on
the Compensation Committee.
1.2 Elect Director J. Ralph Atkin ---
Withhold
1.3 Elect Director Steven F. Udvar-Hazy
--- Withhold
1.4 Elect Director Ian M. Cumming ---
For
1.5 Elect Director W. Steve Albrecht
--- For
1.6 Elect Director Mervyn K. Cox --- For
1.7 Elect Director Sidney J. Atkin ---
Withhold
1.8 Elect Director Hyrum W. Smith ---
For
1.9 Elect Director Robert G. Sarver ---
For
2 Ratify Auditors For For Mgmt
05/19/04 - A SL Green Realty Corp. *SLG* 78440X101 03/31/04 12,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/04 - A Southwest Bancorporation of 84476R109 03/25/04 20,400
Texas, Inc. *SWBT*
1 Elect Directors For For Mgmt
2 Approve Deferred Compensation Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/26/04 - A St. Mary Land & Exploration 792228108 04/12/04 27,200
Co. *SM*
1 Elect Directors For For Mgmt
2 Approve Restricted Stock Plan For For Mgmt
05/20/04 - A Steel Dynamics, Inc. *STLD* 858119100 03/15/04 16,532
1 Elect Directors For Split Mgmt
1.1 Elect Director Keith E. Busse ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Richard J.
Freeland. We recommend that shareholders
WITHHOLD votes from Richard J. Freeland for
poor attendance.
1.2 Elect Director Mark D. Millett ---
For
1.3 Elect Director Richard P. Teets,
Jr. --- For
1.4 Elect Director John C. Bates --- For
1.5 Elect Director Paul B. Edgerley ---
For
1.6 Elect Director Richard J. Freeland
--- Withhold
1.7 Elect Director Naoki Hidaka --- For
1.8 Elect Director James E. Kelley ---
For
1.9 Elect Director Dr. Jurgen Kolb ---
For
1.10 Elect Director Joseph D. Ruffolo
--- For
2 Ratify Auditors For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
04/30/04 - A Stewart Information Services 860372101 03/02/04 12,400
Corp. *STC*
1 Elect Directors For For Mgmt
06/10/04 - A Tech Data Corp. *TECD* 878237106 04/12/04 37,600
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Eliminate Class of Preferred Stock For For Mgmt
05/12/04 - A Telik, Inc. *TELK* 87959M109 03/25/04 20,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/16/04 - A The Gymboree Corp. *GYMB* 403777105 04/22/04 40,900
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/04/04 - A The Manitowoc Company, Inc. 563571108 02/25/04 20,600
*MTW*
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
06/10/04 - A The Mills Corporation *MLS* 601148109 04/12/04 10,100
1 Elect Directors For Split Mgmt
1.1 Elect Director James C. Braithwaite
--- Withhold
We recommend a vote FOR the directors with the
exception of Harry H. Nick and James C.
Braithwaite. We recommend that shareholders
WITHHOLD votes from Harry H. Nick for standing
as an affiliated outsider on the Audit,
Compensation and Nominating Committees and for
failure to establish a majority independent
board and from James C. Braithwaite for failure
to establish a majority independent board.
1.2 Elect Director Joseph B. Gildenhorn
--- For
1.3 Elect Director Harry H. Nick ---
Withhold
1.4 Elect Director Robert P. Pincus ---
For
2 Ratify Auditors For For Mgmt
3 Increase Authorized Preferred Stock For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Approve Executive High Performance For For Mgmt
Program
05/07/04 - A Three-Five Systems, Inc. *TFS* 88554L108 03/24/04 98,497
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/05/04 - A Tollgrade Communications, Inc. 889542106 03/04/04 17,542
*TLGD*
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard H. Heibel
--- For
We recommend that shareholders vote FOR Richard
H. Heibel, but WITHHOLD votes from affiliated
outsider Robert W. Kampmeinert. We recommend
that shareholders WITHHOLD votes from Robert W.
Kampmeinert for standing as an affiliated
outsider on the Compensation committee and for
failure to establish a majority independent
board.
1.2 Elect Director Robert W.
Kampmeinert --- Withhold
05/06/04 - A Tom Brown, Inc. 115660201 03/09/04 28,100
1 Elect Directors For Split Mgmt
1.1 Elect Director David M. Carmichael
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Henry Groppe.
We recommend that shareholders WITHHOLD votes
from Henry Groppe for standing as an affiliated
outsider on the Compensation Committee.
1.2 Elect Director Henry Groppe ---
Withhold
1.3 Elect Director Edward W. LeBaron,
Jr. --- For
1.4 Elect Director James D. Lightner
--- For
1.5 Elect Director John C. Linehan ---
For
1.6 Elect Director Wayne W. Murdy ---
For
1.7 Elect Director James B. Wallace ---
For
1.8 Elect Director Robert H. Whilden,
Jr. --- For
2 Increase Authorized Common Stock For For Mgmt
06/02/04 - A Toys 'R' Us, Inc. *TOY* 892335100 04/09/04 53,700
1 Elect Directors For For Mgmt
1.1 Elect Director RoAnn Costin --- For
1.2 Elect Director John H. Eyler, Jr.
--- For
1.3 Elect Director Roger N. Farah ---
For
1.4 Elect Director Peter A. Georgescu
--- For
1.5 Elect Director Cinda A. Hallman ---
For
1.6 Elect Director Calvin Hill --- For
1.7 Elect Director Nancy Karch --- For
1.8 Elect Director Norman S. Matthews
--- For
1.9 Elect Director Arthur B. Newman ---
For
1.10 Elect Director Frank R. Noonan ---
For
2 Require a Majority Vote for the Against Against ShrHoldr
Election of Directors
Given that: (i) the plurality voting threshold
is the currently accepted standard for the
election of directors of publicly-traded
companies, (ii) approval of this item could
disrupt board operations and the company's
financial performance in the event some or all
of the director nominees do not receive
majority support and do not get elected, (iii)
requiring a majority vote of the outstanding
shares could in effect provide for a
supermajority of votes cast, which would
adversely affect shareholders' ability to elect
directors in a contested election, and (iv) the
proposed provision may diminish the likelihood
of a successful open access campaign by
providing for an increased vote requirement in
the election of directors, we do not at this
point in time believe the proposed amendment
warrants shareholder support.
04/29/04 - A UCBH Holdings, Inc. *UCBH* 90262T308 02/29/04 22,900
1 Elect Directors For For Mgmt
2 Amend Certificate to Remove For For Mgmt
Anti-Takeover Provision
3 Ratify Auditors For For Mgmt
05/20/04 - A Ultra Petroleum Corp. *UPL* 903914109 04/08/04 34,100
1 Elect Directors For For Mgmt
1.1 Elect Michael D. Watford as a
Director --- For
1.2 Elect William C. Helton as a
Director --- For
1.3 Elect James E. Nielson as a
Director --- For
1.4 Elect Robert E. Rigney as a
Director --- For
1.5 Elect James C. Roe as a Director
--- For
2 Approve Auditors and Authorize For For Mgmt
Board to Fix Remuneration of
Auditors
3 Other Business For Against Mgmt
As we can not know the content of these issues,
we cannot recommend that shareholders approve
this request.
05/17/04 - A United Bankshares, Inc. *UBSI* 909907107 03/29/04 32,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard M. Adams ---
For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders F.T. Graff,
Jr. and H. Smoot Fahlgren, and independent
outsider W. Gaston Caperton, III. We recommend
that shareholders WITHHOLD votes from W. Gaston
Caperton, III for poor attendance, and F.T.
Graff, Jr. and H. Smoot Fahlgren for standing
as affiliated outsiders on the Compensation and
Nominating & Governance Committees.
1.2 Elect Director Robert G. Astorg ---
For
1.3 Elect Director Thomas J. Blair, III
--- For
1.4 Elect Director Harry L. Buch --- For
1.5 Elect Director W. Gaston Caperton,
III --- Withhold
1.6 Elect Director Lawrence K. Doll ---
For
1.7 Elect Director H. Smoot Fahlgren
--- Withhold
1.8 Elect Director Theodore J.
Georgelas --- For
1.9 Elect Director F.T. Graff, Jr. ---
Withhold
1.10 Elect Director Russell L. Isaacs
--- For
1.11 Elect Director John M. Mcmahon ---
For
1.12 Elect Director J. Paul Mcnamara ---
For
1.13 Elect Director G. Ogden Nutting ---
For
1.14 Elect Director William C. Pitt, III
--- For
1.15 Elect Director I. N. Smith, Jr. ---
For
1.16 Elect Director James G. Tardiff ---
For
1.17 Elect Director Mary K. Weddle ---
For
1.18 Elect Director P. Clinton Winter,
Jr. --- For
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/13/04 - A United Defense Inds Inc *UDI* 91018B104 02/13/04 23,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank C. Carlucci
--- Withhold
We recommend a vote FOR the directors with the
exceptions of independent outsiders John M.
Shalikashvili and Frank C. Carlucci. We
recommend that shareholders WITHHOLD votes from
John M. Shalikashvili and Frank C. Carlucci for
poor attendance.
1.2 Elect Director Peter J. Clare ---
For
1.3 Elect Director William E. Conway,
Jr. --- For
1.4 Elect Director C. Thomas Faulders,
III --- For
1.5 Elect Director Robert J. Natter ---
For
1.6 Elect Director J. H. Binford Peay,
III --- For
1.7 Elect Director Thomas W. Rabaut ---
For
1.8 Elect Director Francis Raborn ---
For
1.9 Elect Director John M.
Shalikashvili --- Withhold
2 Amend Omnibus Stock Plan For For Mgmt
04/28/04 - A United Surgical Partners 913016309 03/12/04 48,300
International Inc *USPI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/04 - A Ventana Medical Systems, Inc. 92276H106 03/19/04 28,000
*VMSI*
1 Ratify Auditors For For Mgmt
2 Elect Directors For For Mgmt
05/12/04 - A Vishay Intertechnology, Inc. 928298108 03/29/04 42,037
*VSH*
1 Elect Directors For Split Mgmt
1.1 Elect Director Dr. Felix Zandman
--- Withhold
We recommend a vote FOR Zvi Grinfas but
WITHHOLD votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
Philippe Gazeau for standing as an affiliated
outsider on the Audit Committee and for failure
to establish a majority independent board. We
also recommend WITHHOLDING votes from insiders
Dr. Felix Zandman and Dr. Gerald Paul for
failure to establish a majority independent
board.
1.2 Elect Director Philippe Gazeau ---
Withhold
1.3 Elect Director Zvi Grinfas --- For
1.4 Elect Director Dr. Gerald Paul ---
Withhold
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Approve Restricted Stock Plan For For Mgmt
05/26/04 - A Waste Connections, Inc. *WCN* 941053100 03/29/04 21,300
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
and Eliminate Class of Preferred
Stock
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/12/04 - A West Marine, Inc. *WMAR* 954235107 03/23/04 966
1 Elect Directors For For Mgmt
06/09/04 - A Wind River Systems, Inc. 973149107 04/21/04 105,700
*WIND*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Winston Hotels, Inc. *WXH* 97563A102 03/10/04 46,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/27/04 - A Wintrust Financial Corp. 97650W108 04/07/04 1,600
*WTFC*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
04/22/04 - A Wolverine World Wide, Inc. 978097103 03/01/04 27,900
*WWW*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/03/04 - A Zebra Technologies Corp. 989207105 04/08/04 15,550
*ZBRA*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
4 Adopt Charter Language on Board Against Abstain ShrHoldr
Diversity
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT SMALL CAP INDEX PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- -------------------------------- ----------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
08/21/03 - A Adaptec, Inc. *ADPT* 00651F108 06/25/03 92,300
1 Elect Directors For Split
1.1 Elect Director Carl J. Conti --- For
1.2 Elect Director Victoria L. Cotten
--- For
1.3 Elect Director Lucie J. Fjeldstad
--- Withhold
WITHHOLD votes from audit committee members for
paying excessive non-audit fees.
1.4 Elect Director Joseph S. Kennedy ---
For
1.5 Elect Director Ilene H. Lang ---
Withhold
WITHHOLD votes from audit committee members for
paying excessive non-audit fees.
1.6 Elect Director Robert J. Loarie ---
Withhold
1.7 Elect Director Robert N. Stephens
--- For
WITHHOLD votes from audit committee members for
paying excessive non-audit fees.
1.8 Elect Director Dr. Douglas E. Van
Houweling --- For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For Against
08/14/03 - A Advanced Marketing Services, 00753T105 06/30/03 16,300
Inc. *MKT*
1 Elect Directors For For
1.1 Elect Director Charles C.
Tillinghast --- For
1.2 Elect Director Michael M. Nicita ---
For
1.3 Elect Director Loren C. Paulsen ---
For
2 Amend Omnibus Stock Plan For Against
3 Ratify Auditors For For
07/15/03 - S Allen Telecom Inc. 018091108 05/27/03 26,300
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
08/26/03 - A Alliance Semiconductor Corp. 01877H100 07/15/03 30,400
*ALSC*
1 Elect Directors For Split
1.1 Elect Director Juan A. Benitez ---
For
1.2 Elect Director Sanford L. Kane ---
For
1.3 Elect Director Jon B. Minnis ---
Withhold
WITHHOLD votes from Jon B. Minnis for poor
attendance.
1.4 Elect Director C.N. Reddy ---
Withhold
WITHHOLD votes from C.N. Reddy for failure to
establish an independent nominating committee.
1.5 Elect Director N. Damodar Reddy ---
Withhold
WITHHOLD votes from N. Damodar Reddy for failure
to establish an independent nominating committee.
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
08/05/03 - A Alliant Techsystems Inc. *ATK* 018804104 06/10/03 32,850
1 Elect Directors For For
2 Ratify Auditors For For
Shareholder Proposal
3 Report on Space-Based Weapons Against Against
07/22/03 - A Anchor BanCorp Wisconsin, Inc. 032839102 05/30/03 21,000
*ABCW*
1 Elect Directors For For
2 Ratify Auditors For For
08/07/03 - A Arctic Cat, Inc. *ACAT* 039670104 06/13/03 18,900
1 Elect Directors For Split
1.1 Elect Director William G. Ness ---
Withhold
WITHHOLD votes from William G. Ness for standing
as an insider on the Nominating Committee.
1.2 Elect Director Gregg A. Ostrander
--- For
07/24/03 - A Audiovox Corp. *VOXX* 050757103 06/10/03 19,600
1 Elect Directors For Split
1.1 Elect Director Paul C. Kreuch, Jr.
as Class A Director --- For
For the holders of Class A common stock, we
recommend that shareholders vote FOR the
directors with the exemption of insiders Richard
A. Maddia , Ann M. Boutcher , Patrick M. Lavelle
, Charles M. Stoehr , Philip Christopher , and
John J. Shalam for failure to establish an
independent nominating committee. For the
holders of Class B common stock, we recommend
that shareholders WITHHOLD votes from all
nominees. We recommend that shareholders
WITHHOLD votes from Richard A. Maddia , Ann M.
Boutcher , Patrick M. Lavelle , Charles M.
Stoehr , Philip Christopher , and John J. Shalam
for failure to establish an independent
nominating committee
1.2 Elect Director Dennis F. McManus as
Class A Director --- For
1.3 Elect Director Irving Halevy as
Class A Director --- For
1.4 Elect Director Peter A. Lesser as
Class A Director --- For
1.5 Elect Director John J. Shalam as
Class A and Class B Director ---
Withhold
1.6 Elect Director Philip Christopher as
Class A and Class B Director ---
Withhold
1.7 Elect Director Charles M. Stoehr as
Class A and Class B Director ---
Withhold
1.8 Elect Director Patrick M. Lavelle as
Class A and Class B Director ---
Withhold
1.9 Elect Director Ann M. Boutcher as
Class A and Class B Director ---
Withhold
1.10 Elect Director Richard A. Maddia as
Class A and Class B Director ---
Withhold
07/31/03 - A Bally Total Fitness Holding 05873K108 06/24/03 28,500
Corp. *BFT*
1 Elect Directors For For
Shareholder Proposal
2 Separate Chairman and CEO Positions Against Against
Management Proposal
3 Other Business For Against
07/31/03 - A Barra, Inc. *BARZ* 068313105 06/03/03 16,650
1 Elect Directors For For
2 Amend Non-Employee Director Stock For For
Option Plan
3 Ratify Auditors For For
08/12/03 - A Black Box Corp. *BBOX* 091826107 06/13/03 16,600
1 Elect Directors For Split
1.1 Elect Director William F. Andrews
--- For
We recommend a vote FOR the directors with the
exception of William R. Newlin. We recommend
that shareholders WITHHOLD votes from William R.
Newlin for standing as an affiliated outsider on
the Nominating Committee.
1.2 Elect Director Thomas W. Golonski
--- For
1.3 Elect Director Thomas G. Greig ---
For
1.4 Elect Director William R. Newlin ---
Withhold
1.5 Elect Director Brian D. Young --- For
1.6 Elect Director Fred C. Young --- For
2 Amend Stock Option Plan For For
3 Amend Non-Employee Director Stock For For
Option Plan
4 Ratify Auditors For For
09/19/03 - A Casey's General Stores, Inc. 147528103 08/01/03 42,200
*CASY*
1 Elect Directors For Split
1.1 Elect Director Donald F. Lamberti
--- For
1.2 Elect Director John G. Harmon --- For
1.3 Elect Director Kenneth H. Haynie ---
Withhold
WITHHOLD votes from Kenneth H. Haynie for
standing as an affiliated outsider on the Audit,
Compensation and Nominating committees.
1.4 Elect Director John P. Taylor --- For
1.5 Elect Director Ronald M. Lamb --- For
1.6 Elect Director John R. Fitzgibbon
--- For
1.7 Elect Director Patricia Clare
Sullivan --- For
07/30/03 - A Christopher & Banks Corp *CBK* 171046105 05/30/03 22,150
1 Elect Directors For For
1.1 Elect Director William J. Prange ---
For
We recommend a vote FOR the directors.
1.2 Elect Director James J. Fuld, Jr.
--- For
2 Amend Omnibus Stock Plan For For
3 Ratify Auditors For Against
07/24/03 - A Consolidated Graphics, Inc. 209341106 06/09/03 11,400
*CGX*
1 Elect Directors For For
08/06/03 - A DRS Technologies, Inc. 23330X100 06/20/03 19,300
1 Elect Directors For Split
1.1 Elect Director Mark N. Kaplan ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Mark N. Kaplan.
We recommend that shareholders WITHHOLD votes
from Mark N. Kaplan for standing as an
affiliated outsider on the Compensation and
Corporate Governance & Nominating committees.
1.2 Elect Director Ira Albom --- For
1.3 Elect Director General Dennis J.
Reimer, USA (Ret.) --- For
2 Ratify Auditors For For
09/04/03 - A Exar Corporation *EXAR* 300645108 07/11/03 34,000
1 Elect Director Dr. Frank P. Carrubba For For
2 Amend Non-Employee Director Stock For For
Option Plan
08/11/03 - S FEI Company *FEIC* 30241L109 06/20/03 28,000
1 Increase Authorized Common Stock For For
09/09/03 - A Fleetwood Enterprises, Inc. 339099103 07/14/03 30,500
*FLE*
1 Elect Directors For For
Shareholder Proposal
2 Declassify the Board of Directors Against Against
09/04/03 - A Frontier Airlines, Inc. *FRNT* 359065109 07/01/03 25,400
1 Elect Directors For Split
1.1 Elect Director Samuel D. Addoms ---
Withhold
WITHHOLD votes from Samuel D. Addoms for
standing as an affiliated outsider on the
Compensation and Nominating Committees.
1.2 Elect Director Hank Brown --- For
1.3 Elect Director D. Dale Browning ---
For
1.4 Elect Director Paul S. Dempsey ---
For
1.5 Elect Director William B. McNamara
--- For
1.6 Elect Director B. LaRae Orullian ---
For
1.7 Elect Director Jeff S. Potter --- For
1.8 Elect Director James B. Upchurch ---
For
2 Approve Omnibus Stock Plan For Against
09/17/03 - S GBC Bancorp *GBCB* 361475106 07/28/03 9,800
1 Approve Merger Agreement For For
09/18/03 - A Gerber Scientific, Inc. *GRB* 373730100 07/11/03 18,800
1 Elect Directors For For
1.1 Elect Director William Jerome Vereen
--- For
1.2 Elect Director Marc T. Giles --- For
1.3 Elect Director John R. Lord --- For
1.4 Elect Director Randall D. Ledford,
Ph.D. --- For
1.5 Elect Director Edward G. Jepsen ---
For
2 Approve Omnibus Stock Plan For For
3 Approve Non-Employee Director Stock For For
Option Plan
Shareholder Proposal
4 Declassify the Board of Directors Against Against
08/18/03 - A Global Imaging Systems Inc. 37934A100 06/19/03 18,300
*GISX*
1 Elect Directors For For
1.1 Elect Director Daniel T. Hendrix ---
For
1.2 Elect Director M. Lazane Smith ---
For
2 Amend Omnibus Stock Plan For For
07/16/03 - A Great Atlantic & Pacific Tea 390064103 05/22/03 33,100
Co., Inc. (The) *GAP*
1 Elect Directors For Split
1.1 Elect Director John D. Barline ---
For
1.2 Elect Director Rosemarie Baumeister
--- Withhold
WITHHOLD votes from Rosemarie Baumeister for
standing as an affiliated outsider on the
Compensation Committee.
1.3 Elect Director Bobbie Andrea Gaunt
--- For
1.4 Elect Director Christian W.E. Haub
--- For
1.5 Elect Director Helga Haub --- For
1.6 Elect Director Dan Plato
Kourkoumelis --- For
1.7 Elect Director Edward Lewis --- For
1.8 Elect Director Richard L. Nolan ---
For
1.9 Elect Director Maureen B. Tart-Bezer
--- For
Shareholder Proposals
2 Submit Shareholder Rights Plan Against For
(Poison Pill) to Shareholder Vote
3 Rotate Annual Meeting Location Against Against
07/22/03 - A Haemonetics Corp. *HAE* 405024100 06/03/03 20,800
1 Elect Directors For For
2 Ratify Auditors For For
07/11/03 - A Inamed Corp. *IMDC* 453235103 05/30/03 18,800
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Approve Restricted Stock Plan For For
4 Amend Non-Employee Director Omnibus For For
Stock Plan
5 Ratify Auditors For For
6 Other Business For Against
09/03/03 - A Jakks Pacific, Inc. *JAKK* 47012E106 07/08/03 20,900
1 Elect Directors For Split
1.1 Elect Director Jack Friedman ---
Withhold
WITHHOLD votes for failure to establish an
independent nominating committee.
1.2 Elect Director Stephen G. Berman ---
Withhold
WITHHOLD votes for failure to establish an
independent nominating committee.
1.3 Elect Director David C. Blatte ---
For
1.4 Elect Director Robert E. Glick ---
For
1.5 Elect Director Michael G. Miller ---
For
1.6 Elect Director Murray L. Skala ---
Withhold
WITHHOLD votes for failure to establish an
independent nominating committee.
2 Ratify Auditors For For
3 Other Business For Against
08/12/03 - A La-Z-Boy Inc. *LZB* 505336107 06/25/03 48,800
1 Elect Directors For For
2 Amend Non-Employee Director For For
Restricted Stock Plan
07/11/03 - A Lone Star Steakhouse & Saloon, 542307103 05/29/03 18,000
Inc. *STAR*
1 Elect Directors For For
2 Ratify Auditors For For
07/10/03 - A Meade Instruments Corp. *MEAD* 583062104 05/20/03 16,900
1 Elect Directors For Split
1.1 Elect Director Steven G. Murdock ---
For
We recommend a vote FOR Steven G. Murdock but
WITHHOLD votes from Audit Committee member Harry
L. Casari for paying excessive non-audit fees.
1.2 Elect Director Harry L. Casari ---
Withhold
09/10/03 - A Mentor Corp. *MNT* 587188103 07/14/03 39,400
1 Fix Number of and Elect Directors For For
1.1 Fix Number of and Elect Director
Christopher J. Conway --- For
1
1 Elect Directors For For
1.2 Elect Director Eugene G. Glover ---
For
1.3 Elect Director Walter W. Faster ---
For
1.4 Elect Director Michael Nakonechny
--- For
1.5 Elect Director Dr. Richard W. Young
--- For
1.6 Elect Director Ronald J. Rossi ---
For
1.7 Elect Director Jeffrey W. Ubben ---
For
2 Allow Board to Fix Number of For Against
Directors Without Shareholder
Approval
3 Ratify Auditors For For
4 Other Business For Against
07/10/03 - S Methode Electronics, Inc. 591520200 06/05/03 31,000
*METHA*
1 Approve Tender Offer to Purchase All For For
Outstanding Shares of Class B common
Stock
07/08/03 - A Nash Finch Co. *NAFC* 631158102 05/13/03 10,200
1 Elect Directors For For
07/08/03 - A Nautica Enterprises, Inc. 639089101 05/29/03 28,900
DISSIDENT PROXY (GREEN CARD)
1 Elect Directors (Opposition Slate) For For
2 Elect Directors (Opposition Slate) For For
3 Ratify Auditors For For
4 Authorize stockholders holding 10% For For
or more of common stock to call
special meetings
MANAGEMENT PROXY (WHITE CARD)
1 Elect Directors For DoNotVote
2 Ratify Auditors For DoNotVote
08/27/03 - S Nautica Enterprises, Inc. 639089101 08/04/03 28,500
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
08/12/03 - A Network Equipment 641208103 06/30/03 19,400
Technologies, Inc. *NWK*
1 Elect Directors For Split
1.1 Elect Director David R. Laube --- For
1.2 Elect Director Hubert A.J. Whyte ---
Withhold
WITHHOLD votes for failure to establish an
independent nominating committee.
2 Ratify Auditors For For
3 Amend Omnibus Stock Plan For Against
4 Amend Employee Stock Purchase Plan For For
09/10/03 - S New Century Financial Corp. 64352D101 07/25/03 30,450
*NCEN*
1 Increase Authorized Common Stock For For
08/26/03 - A Northwestern Corp. *NTHWQ* 668074107 06/27/03 32,300
1 Increase Authorized Common Stock, For For
Adjust Par Value of Common Stock,
Eliminate Class of Preferred Stock &
Authorize New Class of Preferred
Stock
2 Elect Directors For For
3 Ratify Auditors For For
09/15/03 - A Offshore Logistics, Inc. *OLG* 676255102 07/17/03 19,100
1 Elect Directors For For
1.1 Elect Director Peter N. Buckley ---
For
1.2 Elect Director Stephen J. Cannon ---
For
1.3 Elect Director Jonathan H.
Cartwright --- For
1.4 Elect Director David M. Johnson ---
For
1.5 Elect Director Kenneth M. Jones ---
For
WITHHOLD votes for standing as an affiliated
outsider on the Nominating Committee.
1.6 Elect Director Pierre H. Jungels,
CBE --- For
1.7 Elect Director George M. Small ---
For
1.8 Elect Director Ken C. Tamblyn --- For
1.9 Elect Director Robert W. Waldrup ---
For
1.10 Elect Director Howard Wolf --- For
2 Approve Non-Employee Director Stock For For
Option Plan
07/17/03 - A Park Electrochemical Corp. 700416209 05/21/03 16,850
*PKE*
1 Elect Directors For Split
1.1 Elect Director Mark S. Ain --- For
We recommend that shareholders vote FOR Mark S.
Ain, but WITHHOLD votes from all other nominees.
We recommend that shareholders WITHHOLD votes
from affiliated outsiders Lloyd Frank and
Anthony Chiesa for standing as affiliated
outsiders on the Audit and Compensation
committees and for failure to establish an
independent nominating committee. We also
recommend that shareholders WITHHOLD votes from
affiliated outsider Jerry Shore for standing as
an affiliated outsider on the Compensation
Committee and for failure to establish an
independent nominating committee and insider
Brian E. Shore for failure to establish an
independent nominating committee.
1.2 Elect Director Anthony Chiesa ---
Withhold
1.3 Elect Director Lloyd Frank ---
Withhold
1.4 Elect Director Brian E. Shore ---
Withhold
1.5 Elect Director Jerry Shore ---
Withhold
07/29/03 - A Pioneer-Standard Electronics, 723877106 06/06/03 27,400
Inc.
1 Elect Directors For For
09/12/03 - S Pioneer-Standard Electronics, 723877106 07/31/03 27,100
Inc.
1 Change Company Name For For
09/26/03 - A Polymedica Corp. *PLMD* 731738100 08/08/03 10,500
1 Elect Directors For For
1.1 Elect Director Daniel S. Bernstein,
M.D. --- For
We recommend a vote FOR the directors with the
exception of independent director Walter R.
Maupay, Jr.. We recommend that shareholders
WITHHOLD votes from Audit Committee member
Walter R. Maupay, Jr. for paying excessive
non-audit fees.
1.2 Elect Director Herbert A. Denton ---
For
1.3 Elect Director Walter R. Maupay, Jr.
--- For
2 Ratify Auditors For For
07/24/03 - A Radiant Systems, Inc. *RADS* 75025N102 06/16/03 24,000
1 Elect Directors For Withhold
1.1 Elect Director Erez Goren ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from insider Erez Goren for
standing as an insider on the Compensation
Committee and for failure to establish an
independent nominating committee, and insider
Alon Goren for failure to establish an
independent nominating committee.
1.2 Elect Director Alon Goren ---
Withhold
09/18/03 - A Roxio, Inc. *ROXI* 780008108 07/24/03 23,200
1 Elect Directors For Split
1.1 Elect Director Joseph C. Kaczorowski
--- Withhold
We recommend a vote FOR the directors with the
exception of Joseph C. Kaczorowski. We recommend
that shareholders WITHHOLD votes from Joseph C.
Kaczorowski for poor attendance.
1.2 Elect Director Brian C. Mulligan ---
For
2 Approve Stock Option Plan For Against
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
08/26/03 - A School Specialty, Inc. *SCHS* 807863105 07/07/03 15,700
1 Elect Directors For Split
1.1 Elect Director David J. Vander
Zanden --- Withhold
WITHHOLD votes from insider David J. Vander
Zanden for failure to establish an independent
nominating committee.
1.2 Elect Director Rochelle Lamm --- For
2 Ratify Auditors For For
09/22/03 - A Skyline Corp. *SKY* 830830105 07/17/03 7,100
1 Elect Directors For For
07/24/03 - A Sola International Inc. *SOL* 834092108 06/12/03 21,100
1 Elect Directors For Split
1.1 Elect Director Jeremy C. Bishop ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Maurice J.
Cunniffe. We recommend that shareholders
WITHHOLD votes from Maurice J. Cunniffe for
standing as an affiliated outsider on the Audit,
Compensation, and Nominating committees.
1.2 Elect Director Maurice J. Cunniffe
--- Withhold
1.3 Elect Director Douglas D. Danforth
--- For
1.4 Elect Director Neil E. Leach --- For
1.5 Elect Director Robert A. Muh --- For
1.6 Elect Director Jackson L. Schultz
--- For
07/09/03 - A Standard Microsystems Corp. 853626109 05/16/03 14,300
*SMSC*
1 Elect Directors For For
1.1 Elect Director Robert M. Brill ---
For
We recommend a vote FOR the directors.
1.2 Elect Director James A. Donahue ---
For
2 Approve Omnibus Stock Plan For Against
3 Approve Non-Employee Director Stock For For
Option Plan
4 Ratify Auditors For For
08/15/03 - A Supertex, Inc. *SUPX* 868532102 06/20/03 10,900
1 Elect Directors For Split
1.1 Elect Director Henry C. Pao ---
Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider Elliott Schlam
and insiders Richard E. Siegel, Benedict C. K.
Choy, and Henry C. Pao. We recommend that
shareholders WITHHOLD votes from Elliott Schlam
for standing as an affiliated outsider on the
Audit and Compensation committees and for
failure to establish an independent nominating
committee and Richard E. Siegel, Benedict C. K.
Choy, and Henry C. Pao for failure to establish
an independent nominating committee.
1.2 Elect Director Benedict C. K. Choy
--- Withhold
1.3 Elect Director Richard E. Siegel ---
Withhold
1.4 Elect Director W. Mark Loveless ---
For
1.5 Elect Director Elliott Schlam ---
Withhold
1.6 Elect Director Milton Feng --- For
2 Ratify Auditors For For
09/04/03 - A TALX Corporation *TALX* 874918105 07/14/03 11,500
1 Elect Directors For For
2 Ratify Auditors For For
07/01/03 - A The Men's Wearhouse, Inc. *MW* 587118100 05/14/03 34,100
1 Elect Directors For Split
1.1 Elect Director George Zimmer --- For
1.2 Elect Director David H. Edwab --- For
1.3 Elect Director Rinaldo S. Brutoco
--- Withhold
WITHHOLD votes from Rinaldo S. Brutoco for
standing as an affiliated outsider on the
Compensation and Nominating and Corporate
Governance committees.
1.4 Elect Director Michael L. Ray, Ph.D.
--- Withhold
WITHHOLD votes from Audit Committee member
Michael L. Ray, Ph.D. for paying excessive
non-audit fees.
1.5 Elect Director Sheldon I. Stein ---
Withhold
WITHHOLD votes from Audit Committee member
Sheldon I. Stein for paying excessive non-audit
fees.
1.6 Elect Director Kathleen Mason ---
Withhold
WITHHOLD votes from Audit Committee member
Kathleen Mason for paying excessive non-audit
fees.
Shareholder Proposal
2 Implement and Monitor Code of Against Against
Corporate Conduct - ILO Standards
Management Proposal
3 Ratify Auditors For Against
08/21/03 - A Thomas Nelson, Inc. *TNM* 640376109 06/23/03 12,300
1 Elect Directors For For
1.1 Elect Director S. Joseph Moore as
CLass Two Director --- For
1.2 Elect Director Millard V. Oakley as
Class Two Director --- For
1.3 Elect Director Ronald W. Blue as
Class One Director --- For
2 Approve Omnibus Stock Plan For For
08/12/03 - A THQ Inc. *THQI* 872443403 06/25/03 34,125
1 Elect Directors For For
1.1 Elect Director Brian J. Farrell ---
For
1.2 Elect Director Lawrence Burstein ---
For
1.3 Elect Director Brian Dougherty ---
For
1.4 Elect Director James L. Whims --- For
1.5 Elect Director L. Gregory Ballard
--- For
1.6 Elect Director Henry T. DeNero ---
For
2 Ratify Auditors For For
3 Amend Stock Option Plan For For
4 Approve Option Exchange Program For For
07/21/03 - A Triumph Group, Inc. *TGI* 896818101 05/30/03 13,600
1 Elect Directors For Split
1.1 Elect Director Richard C. Ill ---
Withhold
We recommend a vote FOR the directors with the
exception of insider Richard C. Ill for standing
as an insider on the Nominating Committee.
1.2 Elect Director John R. Bartholdson
--- For
1.3 Elect Director Richard C. Gozon ---
For
1.4 Elect Director Claude F. Kronk ---
For
1.5 Elect Director Joseph M. Silvestri
--- For
1.6 Elect Director William O. Albertini
--- For
1.7 Elect Director George S. Simpson ---
For
2 Ratify Auditors For For
09/11/03 - A ViaSat, Inc. *VSAT* 92552V100 07/20/03 22,200
1 Elect Directors For For
1.1 Elect Director Dr. Robert W. Johnson
--- For
1.2 Elect Director William A. Owens ---
For
2 Amend Omnibus Stock Plan For For
09/29/03 - A Vital Signs, Inc. *VITL* 928469105 08/29/03 11,100
1 Elect Directors For Split
1.1 Elect Director David J. Bershad ---
For
We recommend a vote FOR the directors with the
exception of Anthony J. Dimun, from whom we
recommend shareholders WITHHOLD votes for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director Anthony J. Dimun ---
Withhold
1.3 Elect Director Howard W. Donnelly
--- For
1.4 Elect Director Richard L. Robbins
--- For
1.5 Elect Director George A. Schapiro
--- For
2 Approve Stock Option Plan For For
08/05/03 - A Wellman, Inc. *WLM* 949702104 07/01/03 27,400
1 Elect Directors For Split
1.1 Elect Director James B. Baker as
Common Stock Director --- For
1.2 Elect Director Clifford J.
Christenson as Common Stock Director
--- For
1.3 Elect Director Thomas M. Duff as
Common Stock Director --- For
1.4 Elect Director Richard F. Heitmiller
as Common Stock Director --- For
1.5 Elect Director Gerard J. Kerins as
Common Stock Director --- For
1.6 Elect Director James E. Rogers as
Common Stock Director --- For
1.7 Elect Director Marvin O. Schlanger
as Common Stock Director --- For
1.8 Elect Director Roger A. Vanderberg
as Common Stock Director --- For
1.9 Elect Director David A. Barr as
Preferred Stock Director --- None
1.10 Elect Director Oliver M. Goldstein
as Preferred Stock Director --- None
2 Ratify Auditors For For
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT SMALL CAP INDEX PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
12/04/03 - A A. Schulman, Inc. *SHLM* 808194104 10/14/03 25,000
1 Elect Directors For For
2 Ratify Auditors For For
10/08/03 - A AAR Corp. *AIR* 000361105 08/13/03 27,000
1 Elect Directors For For
11/25/03 - A Accredo Health, Inc. *ACDO* 00437V104 09/30/03 40,500
1 Elect Directors For For
2 Ratify Auditors For For
12/18/03 - A Acuity Brands, Inc. *AYI* 00508Y102 10/23/03 35,200
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
3 Ratify Auditors For For
11/06/03 - A Aeroflex, Inc. *ARXX* 007768104 10/09/03 55,850
1 Elect Directors For For
10/21/03 - A Applied Industrial 03820C105 08/25/03 16,100
Technologies, Inc. *AIT*
1 Elect Directors For For
2 Ratify Auditors For For
3 Approve Non-Employee Director For For
Deferred Compensation Plan
4 Approve Deferred Compensation Plan For For
This proposal does not place a cap on the number
of shares which may be issued under the plan.
Furthermore, the company does not limit the
amounts which may be deferred to executives.
Under the term of the plan, executives may defer
awards received under any incentive plans or
performance grant program. Since we have no
method of determining the potential dilution to
the shareholders, we cannot support this
proposal.
10/15/03 - A Briggs & Stratton Corp. *BGG* 109043109 08/21/03 18,400
1 Elect Directors For For
11/06/03 - A Buckeye Technologies Inc. *BKI* 118255108 09/08/03 31,400
1 Elect Directors For Split
1.1 Elect Director Red Cavaney --- For
We recommend a vote FOR Red Cavaney but WITHHOLD
votes from insider David B. Ferraro for failure
to establish an independent nominating committee.
1.2 Elect Director David B. Ferraro ---
Withhold
2 Ratify Auditors For For
10/30/03 - A Burlington Coat Factory 121579106 09/12/03 37,900
Warehouse Corp. *BCF*
1 Elect Directors For Split
1.1 Elect Director Monroe G. Milstein
--- Withhold
We recommend a vote FOR the directors with the
exceptions of Mark A. Nesci, Stephen E.
Milstein, Andrew R. Milstein, and Monroe G.
Milstein. We recommend that shareholders
WITHHOLD votes from Mark A. Nesci, Stephen E.
Milstein, Andrew R. Milstein, and Monroe G.
Milstein for failure to establish an independent
nominating and compensation committees.
1.2 Elect Director Andrew R. Milstein
--- Withhold
1.3 Elect Director Harvey Morgan --- For
1.4 Elect Director Stephen E. Milstein
--- Withhold
1.5 Elect Director Mark A. Nesci ---
Withhold
1.6 Elect Director Irving Drillings ---
For
1.7 Elect Director Roman Ferber --- For
2 Approve Stock Awards for Audit For For
Committee Members
3 Ratify Auditors For For
10/14/03 - A C-COR.net Corporation *CCBL* 125010108 09/05/03 30,900
1 Elect Directors For For
2 Ratify Auditors For For
12/09/03 - A Cable Design Technologies Corp. 126924109 10/22/03 37,850
*CDT*
1 Elect Directors For Split
1.1 Elect Director Bryan C. Cressey ---
For
1.2 Elect Director Lance C. Balk ---
Withhold
WITHHOLD votes from Lance C. Balk for standing
as an affiliated outsider on the Nominating
Committee.
1.3 Elect Director George Graeber ---
For
1.4 Elect Director Michael F.O. Harris
--- For
1.5 Elect Director Glenn Kalnasy --- For
1.6 Elect Director Ferdinand Kuznik ---
For
1.7 Elect Director Richard C. Tuttle
--- For
2 Ratify Auditors For For
11/20/03 - A CACI International, Inc. *CAI* 127190304 09/24/03 24,400
1 Elect Directors For For
2 Ratify Auditors For For
12/09/03 - A Datascope Corp. *DSCP* 238113104 10/24/03 12,500
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
11/06/03 - A DIMON Inc. *DMN* 254394109 09/08/03 38,000
1 Elect Directors For For
1.1 Elect Director Hans B. Amell as
Class I Director --- For
1.2 Elect Director R. Stuart Dickson as
Class III Director --- For
1.3 Elect Director Henry F. Frigon as
Class III Director --- For
1.4 Elect Director C. Richard Green,
Jr. as Class I Director --- For
1.5 Elect Director John M. Hines as
Class III Director --- For
1.6 Elect Director James E. Johnson,
Jr. as Class III Director --- For
1.7 Elect Director Thomas F. Keller as
Class III Director --- For
1.8 Elect Director Norman A. Scher as
Class II Director --- For
1.9 Elect Director William R. Slee as
Class II Director --- For
2 Approve Omnibus Stock Plan For For
10/24/03 - A Dionex Corp. *DNEX* 254546104 09/08/03 17,800
1 Elect Directors For For
2 Approve Employee Stock Purchase Plan For For
3 Ratify Auditors For For
11/04/03 - A DuPont Photomasks, Inc. *DPMI* 26613X101 09/05/03 15,300
1 Elect Directors For Withhold
1.1 Elect Director E. James Prendergast
--- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from E. James Prendergast for
standing as an insider on the Nominating
Committee and Audit Committee member William T.
Siegle for paying excessive non-audit fees.
1.2 Elect Director William T. Siegle
--- Withhold
2 Ratify Auditors For Against
10/30/03 - A Electro Scientific Industries, 285229100 09/04/03 23,500
Inc. *ESIO*
1 Elect Directors For Split
1.1 Elect Director Richard J. Faubert
--- For
We recommend a vote FOR the directors with the
exceptions of Robert R. Walker and Frederick A.
Ball. We recommend that shareholders WITHHOLD
votes from Audit Committee members Robert R.
Walker and Frederick A. Ball for paying
excessive non-audit fees.
1.2 Elect Director Keith L. Thomson ---
For
1.3 Elect Director Jon D. Tompkins ---
For
1.4 Elect Director Frederick A. Ball
--- Withhold
1.5 Elect Director Robert R. Walker ---
Withhold
2 Amend Stock Option Plan For For
10/28/03 - A ELKCORP *ELK* 287456107 09/02/03 16,600
1 Elect Directors For For
2 Ratify Auditors For For
11/17/03 - A Ethan Allen Interiors Inc. 297602104 09/26/03 31,450
*ETH*
1 Elect Director Frank G. Wisner For For
2 Ratify Auditors For For
11/20/03 - S Evergreen Resources, Inc. *EVG* 299900308 09/26/03 33,100
1 Increase Authorized Common Stock For For
12/09/03 - A Financial Federal Corp. *FIF* 317492106 10/22/03 15,700
1 Elect Directors For For
2 Ratify Auditors For For
11/06/03 - A G&K Services, Inc. *GKSRA* 361268105 09/10/03 17,600
1 Elect Directors For For
2 Ratify Auditors For For
Shareholder Proposal
3 Declassify the Board of Directors Against Against
10/22/03 - A Global Payments, Inc. *GPN* 37940X102 08/25/03 31,480
1 Elect Directors For Split
1.1 Elect Director Raymond L. Killian,
Jr. as Class I Director --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Gillian H.
Denham. We recommend that shareholders WITHHOLD
votes from Gillian H. Denham for standing as an
affiliated outsider on the Compensation and
Nominating committees.
1.2 Elect Director Michael W. Trapp as
Class II Director --- For
1.3 Elect Director Gerald J. Wilkins as
Class II Director --- For
1.4 Elect Director Alex W. Hart as
Class III Director --- For
1.5 Elect Director William I. Jacobs as
Class III Director --- For
1.6 Elect Director Gillian H. Denham as
Class III Director --- Withhold
1.7 Elect Director Alan M. Silberstein
as Class III Director --- For
11/12/03 - A Harman International 413086109 09/15/03 27,400
Industries, Inc. *HAR*
1 Elect Directors For For
2 Approve Stock Split For For
11/10/03 - A Hyperion Solutions Corp. *HYSL* 44914M104 09/16/03 30,980
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
11/13/03 - A Intermagnetics General Corp. 458771102 09/22/03 13,985
*IMGC*
1 Elect Directors For For
1.1 Elect Director Michael E. Hoffman
--- For
1.2 Elect Director Thomas L. Kempner
--- For
1.3 Elect Director Dr. Sheldon Weinig
--- For
2 Amend Omnibus Stock Plan For For
11/20/03 - A JLG Industries, Inc. *JLG* 466210101 10/01/03 36,400
1 Elect Directors For Split
1.1 Elect Director Roy V. Armes ---
Withhold
We recommend a vote FOR the directors with the
exception of Roy V. Armes. We recommend that
shareholders WITHHOLD votes from Roy V. Armes
for poor attendance.
1.2 Elect Director George R. Kempton
--- For
1.3 Elect Director William M. Lasky ---
For
1.4 Elect Director James A. Mezera ---
For
1.5 Elect Director Stephen Rabinowitz
--- For
1.6 Elect Director Raymond C. Stark ---
For
1.7 Elect Director Thomas C. Wajnert
--- For
1.8 Elect Director Charles O. Wood, III
--- For
2 Approve Omnibus Stock Plan For For
3 Ratify Auditors For For
11/04/03 - S Jo-Ann Stores, Inc. *JAS* 47758P109 09/10/03 16,900
1 To Reclassify Shares of Common Stock For Against
11/04/03 - S Jo-Ann Stores, Inc. *JAS* 47758P109 09/10/03 16,900
1 To Reclassify Shares of Common Stock For For
2 Increase Percentage of Shares For Against
Required to Call Special Meeting
3 Require Advanced Notice of Proposal For Against
or Director Nomination
4 Adopt or Increase Supermajority For Against
Vote Requirement for Amendments
5 Adopt or Increase Supermajority For Against
Vote Requirement for Amendments
12/11/03 - S K-Swiss, Inc. *KSWS* 482686102 11/03/03 15,000
1 Increase Authorized Common Stock For Against
The requested increase of 54,000,000 shares is
below the allowable threshold of 63,000,000
shares. However, this request is bundled with a
request to increase the number of authorized
Class B common shares. We advocate a one-share,
one-vote policy and frown upon companies that
have different classes of common stock with
disparate voting rights. This effectively gives
one class of shareholders, and, in this case,
one insider, disproportionate voting power in
the company in relation to its equity position.
As such, we do not believe that this proposal
warrants shareholder support.
11/25/03 - S MAF Bancorp, Inc. *MAFB* 55261R108 10/06/03 22,100
1 Approve Merger Agreement For For
2 Approve Omnibus Stock Plan For Against
10/29/03 - A Magnetek, Inc. *MAG* 559424106 09/05/03 20,000
1 Elect Directors For For
11/19/03 - A Medicis Pharmaceutical Corp. 584690309 10/10/03 23,000
*MRX*
1 Elect Directors For Withhold
1.1 Elect Director Arthur G. Altschul,
Jr. --- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Audit Committee members
Philip S. Schein, M.D. and Arthur G. Altschul,
Jr. for paying excessive non-audit fees.
1.2 Elect Director Philip S. Schein,
M.D. --- Withhold
2 Increase Authorized Common Stock For Against
3 Ratify Auditors For Against
11/20/03 - A MemberWorks Incorporated *MBRS* 586002107 09/24/03 10,200
1 Elect Directors For Split
1.1 Elect Director Alec L. Ellison ---
For
We recommend a vote FOR Alec L. Ellison, but
WITHHOLD votes from independent outsider and
Audit Committee member Marc S. Tesler for paying
excessive non-audit fees.
1.2 Elect Director Marc S. Tesler ---
Withhold
2 Ratify Auditors For Against
11/17/03 - S Mercury Computer Systems, Inc. 589378108 10/03/03 17,900
*MRCY*
1 Elect Directors For For
2 Amend Stock Option Plan For For
3 Amend Stock Option Plan For For
11/21/03 - A Micros Systems, Inc. *MCRS* 594901100 10/08/03 14,700
1 Elect Directors For For
1.1 Elect Director A. L. Giannopoulos
--- For
1.2 Elect Director Louis M. Brown, Jr.
--- For
1.3 Elect Director B. Gary Dando --- For
1.4 Elect Director John G. Puente ---
For
1.5 Elect Director Dwight S. Taylor ---
For
1.6 Elect Director William S. Watson
--- For
2 Ratify Auditors For For
3 Amend Stock Option Plan For For
10/30/03 - S Midway Games Inc. *MWY* 598148104 10/01/03 39,351
1 Approve Conversion of Securities For For
12/12/03 - S Midway Games Inc. *MWY* 598148104 11/10/03 48,851
1 Approve/Amend Conversion of For For
Securities
2 Increase Authorized Common Stock For For
10/23/03 - A NDCHEALTH CORP *NDC* 639480102 08/27/03 29,600
1 Elect Directors For For
10/24/03 - A New England Business Service, 643872104 08/29/03 11,000
Inc. *NEB*
1 Elect Directors For Split
1.1 Elect Director William T. End ---
For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders M. Anne
Szostak and Brian E. Stern. We recommend that
shareholders WITHHOLD votes from M. Anne Szostak
and Brian E. Stern for standing as affiliated
outsiders on the Nominating Committee.
1.2 Elect Director Neil S. Fox --- For
1.3 Elect Director Robert L. Gable ---
For
1.4 Elect Director Thomas J. May --- For
1.5 Elect Director Herbert W. Moller
--- For
1.6 Elect Director Robert J. Murray ---
For
1.7 Elect Director Joseph R. Ramrath
--- For
1.8 Elect Director Richard T. Riley ---
For
1.9 Elect Director Brian E. Stern ---
Withhold
1.10 Elect Director M. Anne Szostak ---
Withhold
2 Ratify Auditors For For
10/21/03 - S NYFIX, Inc. *NYFX* 670712108 09/02/03 26,400
1 Change State of Incorporation from For For
New York to Delaware
10/06/03 - A Oxford Industries, Inc. *OXM* 691497309 08/18/03 6,700
1 Elect Directors For Split
1.1 Elect Director Tom Gallagher ---
Withhold
We recommend a vote FOR the directors with the
exception of Tom Gallagher, from whom we
recommend shareholders WITHHOLD votes for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director J. Hicks Lanier ---
For
1.3 Elect Director Robert E. Shaw ---
For
1.4 Elect Director Clarence H. Smith
--- For
2 Approve Executive Incentive Bonus For For
Plan
3 Amend Stock Option Plan For For
4 Amend Restricted Stock Plan For For
5 Increase Authorized Common Stock For For
6 Ratify Auditors For For
11/11/03 - A PAREXEL International Corp. 699462107 10/02/03 21,700
*PRXL*
1 Elect Directors For For
2 Ratify Auditors For For
12/17/03 - A Pericom Semiconductor Corp. 713831105 10/20/03 21,700
*PSEM*
1 Elect Directors For For
2 Ratify Auditors For For
10/29/03 - A Pinnacle Systems, Inc. *PCLE* 723481107 09/12/03 53,600
1 Elect Directors For For
2 Ratify Auditors For For
3 Approve Employee Stock Purchase Plan For For
12/10/03 - A Possis Medical, Inc. *POSS* 737407106 10/24/03 15,000
1 Elect Directors For Split
1.1 Elect Director Robert G. Dutcher
--- Withhold
WITHHOLD votes from Robert G. Dutcher for
standing as an insider on the Executive
Committee, which serves as the nominating
committee.
1.2 Elect Director Mary K. Brainerd ---
For
1.3 Elect Director Seymour J. Mansfield
--- For
1.4 Elect Director William C. Mattison,
Jr --- For
1.5 Elect Director Whitney A. McFarlin
--- For
1.6 Elect Director Donald C. Wegmiller
--- For
1.7 Elect Director Rodney A. Young ---
For
2 Ratify Auditors For For
10/30/03 - A Regis Corp. *RGS* 758932107 09/19/03 36,850
1 Elect Directors For For
11/13/03 - A Resmed, Inc. *RMD* 761152107 09/15/03 28,300
1 Elect Directors For For
2 Approve Employee Stock Purchase Plan For For
3 Approve Increase in Non-Executive For For
Director Fees
4 Ratify Auditors For For
11/18/03 - A Respironics, Inc. *RESP* 761230101 10/03/03 29,000
1 Elect Directors For For
1.1 Elect Director Joseph C. Lawyer ---
For
We recommend shareholders vote FOR Sean McDonald
but WITHHOLD votes from Audit Committee members
John C. Miles II and Joseph C. Lawyer for paying
excessive non-audit fees.
1.2 Elect Director Sean McDonald --- For
1.3 Elect Director John C. Miles II ---
For
2 Ratify Auditors For For
3 Amend Omnibus Stock Plan For For
12/09/03 - S Roadway Corporation 769742107 10/16/03 16,900
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
12/10/03 - A Robbins & Myers, Inc. *RBN* 770196103 10/17/03 12,200
1 Elect Directors For For
2 Ratify Auditors For For
12/09/03 - A Salton, Inc. *SFP* 795757103 10/27/03 9,400
1 Elect Directors For Split
1.1 Elect Director Leonhard Dreimann
--- Withhold
We recommend a vote FOR the directors with the
exception of insider Leonhard Dreimann. We
recommend that shareholders WITHHOLD votes from
Leonhard Dreimann for failure to establish an
independent nominating committee.
1.2 Elect Director Frank Devine --- For
1.3 Elect Director Steven Oyer --- For
2 Ratify Auditors For For
3 Other Business For Against
11/13/03 - A SBS Technologies, Inc. *SBSE* 78387P103 09/24/03 12,400
1 Elect Directors For For
1.1 Elect Director Christopher J.
Amenson --- For
We recommend a vote FOR the directors with the
exceptions of Louis C. Golm, Peter D. Fenner,
L.A. Bennigson, Ph.D., and Warren W. Andrews. We
recommend that shareholders WITHHOLD votes from
Audit Committee members Louis C. Golm, Peter D.
Fenner, L.A. Bennigson, Ph.D., and Warren W.
Andrews for paying excessive non-audit fees.
1.2 Elect Director Warren W. Andrews
--- For
1.3 Elect Director L.A. Bennigson,
Ph.D. --- For
1.4 Elect Director Peter D. Fenner ---
For
1.5 Elect Director Louis C. Golm --- For
1.6 Elect Director Clarence W. Peckham
--- For
1.7 Elect Director Richard Szafranski
--- For
1.8 Elect Director Alan F. White --- For
2 Ratify Auditors For For
3 Amend Stock Option Plan For Against
11/04/03 - A Southern Union Co. *SUG* 844030106 09/15/03 60,748
1 Elect Directors For Split
1.1 Elect Director John E. Brennan ---
For
We recommend a vote FOR the directors with the
exception of Frank W. Denius, from whom we
recommend shareholders WITHHOLD votes for
standing as an affiliated outsider on the Audit,
Compensation, and Nominating committees.
1.2 Elect Director Frank W. Denius ---
Withhold
1.3 Elect Director Ronald W. Simms ---
For
2 Approve Omnibus Stock Plan For Against
3 Approve Executive Incentive Bonus For For
Plan
12/02/03 - S SPS Technologies, Inc. 784626103 10/15/03 11,000
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
10/28/03 - A Standex International Corp. 854231107 09/08/03 10,200
*SXI*
1 Fix Number of and Elect Directors For For
1.1 Fix Number of and Elect Director C.
Kevin Landry --- For
1
1 Elect Directors For For
2 Ratify Auditors For For
11/12/03 - A SWS Group, Inc. *SWS* 78503N107 09/24/03 14,451
1 Elect Directors For For
2 Approve Restricted Stock Plan For For
3 Approve Deferred Compensation Plan For For
4 Other Business For Against
10/31/03 - A Symmetricom, Inc. *SYMM* 871543104 09/15/03 35,750
1 Elect Directors For For
2 Ratify Auditors For For
3 Other Business For Against
11/17/03 - S Take-Two Interactive Software, 874054109 10/06/03 35,300
Inc. *TTWO*
1 Increase Authorized Common Stock For For
10/23/03 - A Techne Corp. *TECH* 878377100 09/12/03 34,700
1 Fix Number of Directors For For
2 Elect Directors For Split
2.1 Elect Director Thomas E. Oland ---
For
2.2 Elect Director Roger C. Lucas,
Ph.D. --- Withhold
WITHHOLD votes from Roger C. Lucas, Ph.D. for
standing as an affiliated outsider on the
Nominating Committee.
2.3 Elect Director Howard V. O'Connell
--- For
2.4 Elect Director G. Arthur Herbert
--- For
2.5 Elect Director Randolph C. Steer,
M.D., Ph.D. --- For
2.6 Elect Director Christopher S.
Henney, D.Sc., Ph.D. --- For
2.7 Elect Director Robert V.
Baumgartner, C.P.A. --- For
10/21/03 - A Texas Industries, Inc. *TXI* 882491103 08/25/03 17,900
1 Elect Directors For For
11/19/03 - A The Dress Barn, Inc. *DBRN* 261570105 10/15/03 24,700
1 Elect Directors For Withhold
1.1 Elect Director David R. Jaffe ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsider and
Audit Committee member John Usdan for paying
excessive non-audit fees and David R. Jaffe for
failure to establish an independent nominating
committee.
1.2 Elect Director John Usdan ---
Withhold
12/04/03 - A The Hain Celestial Group, Inc. 405217100 10/31/03 28,800
*HAIN*
1 Elect Directors For Split
1.1 Elect Director Irwin D. Simon ---
For
We recommend a vote FOR the directors with the
exceptions of Larry S. Zilavy, Roger Meltzer,
Joseph Jimenez, Marina Hahn, James S. Gold, and
Jack Futterman. We recommend shareholders
WITHHOLD votes from Roger Meltzer and James S.
Gold for standing as affiliated outsiders on the
Compensation Committee, from Roger Meltzer and
Joseph Jimenez for standing as affiliated
outsiders on the Nominating Committee, and from
Audit Committee members Larry S. Zilavy, Marina
Hahn, and Jack Futterman for paying excessive
non-audit fees.
1.2 Elect Director Beth L. Bronner ---
For
1.3 Elect Director Jack Futterman ---
Withhold
1.4 Elect Director Daniel R. Glickman
--- For
1.5 Elect Director James S. Gold ---
Withhold
1.6 Elect Director Marina Hahn ---
Withhold
1.7 Elect Director Neil Harrison --- For
1.8 Elect Director Andrew R. Heyer ---
For
1.9 Elect Director Joseph Jimenez ---
Withhold
1.10 Elect Director Roger Meltzer ---
Withhold
1.11 Elect Director Larry S. Zilavy ---
Withhold
2 Amend Omnibus Stock Plan For Against
3 Amend Non-Employee Director Stock For Against
Option Plan
4 Ratify Auditors For Against
Percentage of total fees attributable to
nonaudit work: 54.33 percent.
10/08/03 - A The Marcus Corp. *MCS* 566330106 08/08/03 25,000
1 Elect Directors For For
12/09/03 - A Thor Industries, Inc. *THO* 885160101 10/21/03 24,200
1 Elect Directors For Split
1.1 Elect Director Neil D. Chrisman ---
For
1.2 Elect Director Alan Siegel ---
Withhold
WITHHOLD votes from Alan Siegel for standing as
an affiliated outsider on the Compensation and
Nominating & Corporate Governance committees.
1.3 Elect Director Geoffrey A. Thomson
--- For
2 Increase Authorized Common Stock For Against
3 Approve Executive Incentive Bonus For For
Plan
12/03/03 - A United Natural Foods, Inc. 911163103 10/09/03 16,500
*UNFI*
1 Elect Directors For For
2 Ratify Auditors For For
12/02/03 - A Veritas DGC Inc. *VTS* 92343P107 11/06/03 28,300
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Amend Employee Stock Purchase Plan For For
4 Approve Option Exchange Program For For
10/23/03 - A Verity, Inc. *VRTY* 92343C106 08/26/03 31,300
1 Elect Directors For For
1.1 Elect Director Anthony J.
Bettencourt --- For
We recommend that shareholders vote FOR Anthony
J. Bettencourt, but WITHHOLD votes from
independent outsider and Audit Committee member
Stephen A. MacDonald for paying excessive
non-audit fees.
1.2 Elect Director Stephen A. MacDonald
--- For
2 Ratify Auditors For For
11/17/03 - A Watson Wyatt & Company Holdings 942712100 10/03/03 27,900
*WW*
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Amend Non-Employee Director Omnibus For For
Stock Plan
4 Other Business For Against
12/16/03 - A Wd-40 Company *WDFC* 929236107 10/17/03 14,070
1 Elect Directors For For
2 Amend Stock Option Plan For For
3 Approve Non-Employee Director For For
Restricted Stock Plan
4 Ratify Auditors For For
12/11/03 - A WMS Industries Inc. *WMS* 929297109 10/15/03 25,300
1 Elect Directors For Split
1.1 Elect Director Louis J. Nicastro
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders William C.
Bartholomay, Harold H. Bach, Jr. and Neil D.
Nicastro. We recommend that shareholders
WITHHOLD votes from William C. Bartholomay for
standing as an affiliated outsider on the Audit,
Compensation and Nominating committes, Harold H.
Bach, Jr. for standing as an affiliated outsider
on the Audit Committee and Neil D. Nicastro for
standing as an affiliated oustider on the
Nominating Committee.
1.2 Elect Director Brian R. Gamache ---
For
1.3 Elect Director Norman J. Menell ---
For
1.4 Elect Director Harold H. Bach, Jr.
--- Withhold
1.5 Elect Director William C.
Bartholomay --- Withhold
1.6 Elect Director William E. McKenna
--- For
1.7 Elect Director Donna B. Moore ---
For
1.8 Elect Director Neil D. Nicastro ---
Withhold
1.9 Elect Director Harvey Reich --- For
1.10 Elect Director David M. Satz, Jr.
--- For
1.11 Elect Director Ira S. Sheinfeld ---
For
2 Ratify Auditors For For
12/09/03 - S Yellow Roadway Corp. *YELL* 985509108 10/16/03 25,000
1 Issue Shares in Connection with an For For
Acquisition
2 Change Company Name For For
3 Adjourn Meeting For Against
11/06/03 - A Zale Corp. *ZLC* 988858106 09/16/03 23,200
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
3 Approve Executive Incentive Bonus For For
Plan
4 Ratify Auditors For For
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
THRIVENT SMALL CAP INDEX PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
03/09/04 - A ABM Industries Incorporated 000957100 01/23/04 41,148
*ABM*
1 Elect Directors For Split
1.1 Elect Director Luke S. Helms ---
Withhold
We recommend a vote FOR the directors with the
exception of independent outsider Luke S. Helms.
We recommend that shareholders WITHHOLD votes
from Audit Committee member Luke S. Helms for
paying excessive non-audit fees.
1.2 Elect Director Henry L. Kotkins,
Jr. --- For
1.3 Elect Director William W. Steele
--- For
2 Approve Employee Stock Purchase Plan For For
01/23/04 - A ADVO, Inc. *AD* 007585102 11/28/03 26,250
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Ratify Auditors For For
01/21/04 - A American Healthways, Inc. 02649V104 12/01/03 6,336
*AMHC*
1 Elect Directors For For
2 Amend Omnibus Stock Plan For For
3 Increase Authorized Common Stock For For
02/19/04 - A American Italian Pasta Co. 027070101 12/22/03 200
*PLB*
1 Elect Directors For For
1.1 Elect Director Tim M. Pollak --- For
We recommend a vote FOR the directors.
1.2 Elect Director William R. Patterson
--- For
1.3 Elect Director Terence C. O' Brien
--- For
2 Amend Stock Option Plan For For
The total cost of the company's plans of 11.65
percent is within the allowable cap for this
company of 12.00 percent. Additionally, this
plan expressly forbids repricing.
3 Ratify Auditors For For
01/16/04 - A Analogic Corp. *ALOG* 032657207 12/04/03 11,800
1 Elect Directors For For
1.1 Elect Director Bernard M. Gordon
--- For
1.2 Elect Director John A. Tarello ---
For
1.3 Elect Director John W. Wood Jr. ---
For
2 Amend Restricted Stock Plan For For
3 Amend Nonemployee Director Stock For For
Option Plan
03/24/04 - A Ashworth, Inc. *ASHW* 04516H101 01/26/04 11,500
1 Elect Directors For For
02/11/04 - A Atmos Energy Corp. *ATO* 049560105 12/15/03 43,800
1 Elect Directors For For
02/12/04 - A Atwood Oceanics, Inc. *ATW* 050095108 12/31/03 8,100
1 Elect Directors For For
1.1 Elect Director Deborah A. Beck ---
For
We recommend a vote FOR the directors.
1.2 Elect Director Robert W. Burgess
--- For
1.3 Elect Director George S. Dotson ---
For
1.4 Elect Director Hans Helmerich ---
For
1.5 Elect Director John R. Irwin --- For
1.6 Elect Director William J. Morrissey
--- For
01/30/04 - A BankUnited Financial Corp. 06652B103 12/02/03 25,900
*BKUNA*
1 Elect Directors For For
03/02/04 - A BEI Technologies, Inc. *BEIQ* 05538P104 01/20/04 12,800
1 Elect Directors For For
2 Ratify Auditors For For
01/28/04 - A Cascade Natural Gas Corp. *CGC* 147339105 11/26/03 7,500
1 Elect Directors For For
1.1 Elect Director Pirkko H. Borland
--- For
1.2 Elect Director Carl Burnham, Jr.
--- For
1.3 Elect Director Thomas E. Cronin ---
For
1.4 Elect Director David A. Ederer ---
For
1.5 Elect Director W. Brian Matsuyama
--- For
1.6 Elect Director Mary E. Pugh --- For
1.7 Elect Director Larry L. Pinnt ---
For
1.8 Elect Director Brooks G. Ragen ---
For
1.9 Elect Director Douglas G. Thomas
--- For
2 Approve Non-Employee Director Stock For For
Option Plan
01/13/04 - A Catapult Communications Corp. 149016107 11/14/03 11,300
*CATT*
1 Elect Directors For Split
1.1 Elect Director Dr. Peter S. Cross
--- For
1.2 Elect Director Dr. Richard A. Karp
--- Withhold
WITHHOLD votes from Dr. Richard A. Karp for
failure to establish an independent nominating
committee.
1.3 Elect Director Nancy H. Karp ---
Withhold
WITHHOLD votes from Nancy H. Karp for standing
as an affiliated outsider on the Audit and
Compensation committees and for failure to
establish an independent nominating committee.
1.4 Elect Director Henry P. Massey, Jr.
--- Withhold
WITHHOLD votes from Henry P. Massey for failure
to establish an independent nominating committee.
1.5 Elect Director John M. Scandalios
--- For
1.6 Elect Director Charles L. Waggoner
--- For
2 Amend Stock Option Plan For For
3 Ratify Auditors For For
4 Other Business For Against
02/10/04 - A Central Parking Corp. *CPC* 154785109 12/08/03 26,600
1 Elect Directors For Split
1.1 Elect Director Monroe J. Carell,
Jr. --- For
1.2 Elect Director Raymond T. Baker ---
For
1.3 Elect Director Kathryn Carell Brown
--- For
1.4 Elect Director Cecil Conlee --- For
1.5 Elect Director Lewis Katz ---
Withhold
1.6 Elect Director Edward G. Nelson ---
For
1.7 Elect Director Owen G. Shell, Jr.
--- For
1.8 Elect Director Richard H. Sinkfield
--- For
1.9 Elect Director William B. Smith ---
For
2 Other Business For Against
03/22/04 - A Clarcor, Inc. *CLC* 179895107 02/05/04 21,900
1 Elect Directors For For
2 Approve Employee Stock Purchase Plan For For
03/25/04 - A Coherent, Inc. *COHR* 192479103 02/06/04 23,700
1 Elect Directors For Split
1.1 Elect Director Bernard J. Couillaud
--- Withhold
We recommend a vote FOR the directors with the
exception of insiders John R. Ambroseo and
Bernard J. Couillaud, and affiliated outsiders
Henry E. Gauthier and Robert J. Quillinan. We
recommend shareholders WITHHOLD votes from John
R. Ambroseo, Bernard J. Couillaud, Henry E.
Gauthier, and Robert J. Quillinan for failure to
establish a majority independent board and also
from Henry E. Gauthier for standing as an
affiliated outsider on the Audit, Compensation,
and Nominating committees.
1.2 Elect Director Henry E. Gauthier
--- Withhold
1.3 Elect Director John R. Ambroseo ---
Withhold
1.4 Elect Director Charles W. Cantoni
--- For
1.5 Elect Director John H. Hart --- For
1.6 Elect Director Robert J. Quillinan
--- Withhold
1.7 Elect Director Lawrence Tomlinson
--- For
1.8 Elect Director Frank P. Carrubba
--- For
2 Amend Stock Option Plan For For
3 Amend Stock Option Plan For For
4 Ratify Auditors For For
01/22/04 - A Commercial Metals Co. *CMC* 201723103 11/24/03 24,400
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Ratify Auditors For For
02/06/04 - S CONCERTO SOFTWARE INC 20602T106 12/19/03 9,800
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
01/22/04 - A Concord Camera Corp. *LENS* 206156101 12/08/03 8,500
1 Elect Directors For Split
1.1 Elect Director Ira B. Lampert ---
Withhold
WITHHOLD votes from Ira B. Lampert for failure
to establish an independent nominating committee.
1.2 Elect Director Ronald S. Cooper ---
For
1.3 Elect Director Morris H. Gindi ---
For
1.4 Elect Director J. David Hakman ---
For
1.5 Elect Director William J. O'Neill,
Jr. --- For
2 Ratify Auditors For For
02/10/04 - A Cubic Corp. *CUB* 229669106 12/29/03 21,880
1 Elect Directors For Split
1.1 Elect Director Walter J. Zable ---
For
We recommend a vote FOR the directors with the
exceptions of independent outsider Dr. Richard
C. Atkinson and insider Walter C. Zable. We
recommend that shareholders WITHHOLD votes from
Dr. Richard C. Atkinson and Walter C. Zable for
poor attendance.
1.2 Elect Director Walter C. Zable ---
Withhold
1.3 Elect Director William W. Boyle ---
For
1.4 Elect Director Dr. Richard C.
Atkinson --- Withhold
1.5 Elect Director Raymond L. deKozan
--- For
1.6 Elect Director Robert T. Monagan
--- For
1.7 Elect Director Raymond E. Peet ---
For
2 Ratify Auditors For For
3 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
03/04/04 - A Cuno Inc. *CUNO* 126583103 01/21/04 13,700
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Ratify Auditors For For
01/15/04 - A Delta & Pine Land Company *DLP* 247357106 11/21/03 33,300
1 Elect Directors For For
2 Ratify Auditor For For
01/22/04 - A Digi International Inc. *DGII* 253798102 12/05/03 17,700
1 Elect Directors For Split
1.1 Elect Director Guy C. Jackson ---
For
1.2 Elect Director Mykola Moroz ---
Withhold
WITHHOLD votes from Mykola Moroz for standing as
an affiliated outsider on the Audit Committee.
2 Ratify Auditors For For
01/22/04 - S DRS Technologies, Inc. *DRS* 23330X100 12/18/03 19,600
1 Increase Authorized Common Stock For For
2 Amend Omnibus Stock Plan For For
3 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
01/14/04 - A Enzo Biochem, Inc. *ENZ* 294100102 11/24/03 26,088
1 Elect Directors For For
2 Ratify Auditors For For
03/03/04 - A Esterline Technologies Corp. 297425100 01/05/04 18,300
*ESL*
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
01/08/04 - A Factset Research Systems, Inc. 303075105 11/07/03 29,200
*FDS*
1 Elect Directors For For
2 Ratify Auditors For For
02/04/04 - A Florida Rock Industries, Inc. 341140101 12/08/03 24,950
*FRK*
1 Elect Directors For For
03/31/04 - A Gencorp Inc. *GY* 368682100 02/02/04 36,100
1 Elect Directors For Split
1.1 Elect Director J. Robert Anderson
--- For
We recommend a vote FOR the directors with the
exceptions of Robert A. Wolfe and Terry L. Hall.
We recommend that shareholders WITHHOLD votes
from Robert A. Wolfe and Terry L. Hall for
failure to establish an independent nominating
committee.
1.2 Elect Director Terry L. Hall ---
Withhold
1.3 Elect Director Robert A. Wolfe ---
Withhold
2 Ratify Auditors For For
02/05/04 - A Griffon Corp. *GFF* 398433102 12/26/03 25,630
1 Elect Directors For For
03/11/04 - A Haggar Corp. *HGGR* 405173105 01/20/04 5,600
1 Elect Directors For For
1.1 Elect Director J.M. Haggar III ---
For
We recommend a vote FOR the directors with the
exceptions of James Neal Thomas and Richard W.
Heath. We recommend that shareholders WITHHOLD
votes from Audit Committee members James Neal
Thomas and Richard W. Heath for paying excessive
non-audit fees.
1.2 Elect Director Richard W. Heath ---
For
1.3 Elect Director James Neal Thomas
--- For
2 Ratify Auditors For For
One of the most important issues relating to
auditors is the independence of the auditing
process. The auditor's independence from the
company being audited reduces the potential for
abuse. Recently, many accounting firms have
expanded their business to include broad-based
consulting services. We believe that in some
cases, such consulting services, when operated
side by side with the accounting business, can
lower auditor objectivity. More than 50% of the
total fees paid to the auditor is attributable
to non-audit work. This notably disproportionate
fee arrangement could significantly impair the
auditor's independence. We recommend a vote
against this proposal.
03/01/04 - A Hologic, Inc. *HOLX* 436440101 01/13/04 8,882
1 Elect Directors For For
2 Amend Omnibus Stock Plan For For
01/28/04 - A Hutchinson Technology 448407106 12/04/03 22,600
Incorporated *HTCH*
1 Elect Directors For Split
1.1 Elect Director W. Thomas Brunberg
--- Withhold
We recommend a vote FOR the directors with the
exceptions of independent outsiders Richard B.
Solum, R. Frederick McCoy, Jr., Russell Huffer,
and W. Thomas Brunberg. We recommend that
shareholders WITHHOLD votes from R. Frederick
McCoy, Jr. for poor attendance and Audit
Committee members Richard B. Solum, Russell
Huffer, and W. Thomas Brunberg for paying
excessive non-audit fees.
1.2 Elect Director Archibald Cox, Jr.
--- For
1.3 Elect Director Wayne M. Fortun ---
For
1.4 Elect Director Jeffrey W. Green ---
For
1.5 Elect Director Russell Huffer ---
Withhold
1.6 Elect Director R. Frederick McCoy,
Jr. --- Withhold
1.7 Elect Director William T. Monahan
--- For
1.8 Elect Director Richard B. Solum ---
Withhold
2 Ratify Auditors For Against
03/23/04 - A IDEX Corp. *IEX* 45167R104 02/17/04 10,000
1 Elect Directors For Split
1.1 Elect Director Paul E. Raether ---
Withhold
We recommend a vote FOR Neil A. Springer and
Dennis K. Williams. We recommend that
shareholders WITHHOLD votes from Paul E. Raether
for standing as an affiliated outsider on the
nominating committee.
1.2 Elect Director Neil A. Springer ---
For
1.3 Elect Director Dennis K. Williams
--- For
2 Ratify Auditors For For
02/05/04 - A J & J Snack Foods Corp. *JJSF* 466032109 12/08/03 7,400
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
02/13/04 - A Jack In the Box Inc. *JBX* 466367109 12/19/03 31,500
1 Elect Directors For For
1.1 Elect Director Michael E. Alpert
--- For
We recommend a vote FOR the directors.
1.2 Elect Director Edward W. Gibbons
--- For
1.3 Elect Director Anne B. Gust --- For
1.4 Elect Director Alice B. Hayes ---
For
1.5 Elect Director Murray H. Hutchison
--- For
1.6 Elect Director Linda A. Lang --- For
1.7 Elect Director Michael W. Murphy
--- For
1.8 Elect Director Robert J. Nugent ---
For
1.9 Elect Director L. Robert Payne ---
For
2 Approve Omnibus Stock Plan For For
The total cost of the company's plans of 9.65
percent is within the allowable cap for this
company of 10.26 percent. Additionally, this
plan expressly forbids repricing.
3 Ratify Auditors For For
02/14/04 - A Keithley Instruments, Inc. 487584104 12/16/03 1,600
*KEI*
1 Elect Directors For For
1.1 Elect Director Joseph P. Keithley
--- For
For the holders of common stock, we recommend a
vote FOR the directors. For the holders
of common stock and Class B common stock, we
recommend a vote FOR the directors.
1.2 Elect Director Brian R. Bachman ---
For
1.3 Elect Director James T. Bartlett
--- For
1.4 Elect Director James B. Griswold
--- For
1.5 Elect Director Leon J. Hendrix, Jr.
--- For
1.6 Elect Director William J. Hudson,
Jr. --- For
1.7 Elect Director Dr. N. Mohan Reddy
--- For
1.8 Elect Director R. Elton White ---
For
02/12/04 - A Kronos Inc. *KRON* 501052104 12/17/03 26,087
1 Elect Directors For For
1.1 Elect Director Richard J. Dumler
--- For
We recommend a vote FOR the directors.
1.2 Elect Director Samuel Rubinovitz
--- For
2 Amend Stock Option Plan For For
3 Ratify Auditors For For
4 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
02/10/04 - A Kulicke & Soffa Industries, 501242101 12/12/03 43,600
Inc. *KLIC*
1 Elect Directors For For
1.1 Elect Director Brian R. Bachman ---
For
We recommend that shareholders vote FOR Brian R.
Bachman, but WITHHOLD votes from Audit Committee
member Philip V. Gerdine for paying excessive
non-audit fees.
1.2 Elect Director Philip V. Gerdine
--- For
2 Ratify Auditors For For
01/21/04 - A Lindsay Manufacturing Co. *LNN* 535555106 12/12/03 9,750
1 Elect Directors For Split
1.1 Elect Director Howard G. Buffett
--- Withhold
WITHHOLD votes from Howard G. Buffett for poor
attendance.
1.2 Elect Director William F. Welsh II
--- For
1.3 Elect Director Michael C. Nahl ---
For
2 Ratify Auditors For For
02/12/04 - A Mapinfo Corp. *MAPS* 565105103 12/16/03 13,500
1 Elect Directors For Split
1.1 Elect Director Mark P. Cattini ---
Withhold
We recommend a vote FOR the directors with the
exceptions of Quinn H. Tran, Robert P.
Schechter, Joni Kahn, John C. Cavalier, and Mark
P. Cattini. We recommend that shareholders
WITHHOLD votes from Audit Committee members
Quinn H. Tran, Robert P. Schechter, and Joni
Kahn for paying excessive non-audit fees and
John C. Cavalier and Mark P. Cattini for failure
to establish an independent nominating committee.
1.2 Elect Director John C. Cavalier ---
Withhold
1.3 Elect Director Joni Kahn ---
Withhold
1.4 Elect Director Thomas L. Massie ---
For
1.5 Elect Director Robert P. Schechter
--- Withhold
1.6 Elect Director Quinn H. Tran ---
Withhold
2 Amend Employee Stock Purchase Plan For For
We approve of this item because the plan
complies with Section 423 of the Internal
Revenue Code, the number of shares being added
is relatively conservative, the offering period
is reasonable, and there are limitations on
participation.
3 Amend Non-Employee Director Stock For For
Option Plan
The total cost of the company's plans of 12.82
percent is within the allowable cap for this
company of 19.71 percent.
4 Ratify Auditors For Against
03/18/04 - A Maximus Inc. *MMS* 577933104 01/09/04 14,700
1 Elect Directors For Split
1.1 Elect Director Paul R. Lederer ---
For
We recommend a vote FOR the directors with the
exception of James R. Thompson, Jr. We recommend
that shareholders WITHHOLD votes from James R.
Thompson, Jr. for poor attendance, for standing
as an affiliated outsider on the Compensation
and Nominating committees, and for sitting on
more than six boards.
1.2 Elect Director Peter B. Pond --- For
1.3 Elect Director James R. Thompson,
Jr. --- Withhold
2 Amend Employee Stock Purchase Plan For For
03/02/04 - A Mesa Air Group, Inc. *MESA* 590479101 01/09/04 27,400
1 Elect Directors For For
2 Approve Omnibus Stock Plan For Against
3 Submit Shareholder Rights Plan Against For
(Poison Pill) to Shareholder Vote
4 Ratify Auditors For For
01/08/04 - S Methode Electronics, Inc. 591520200 11/18/03 31,200
*METH*
1 Approve Merger Agreement For For
02/17/04 - A Methode Electronics, Inc. 591520200 01/09/04 30,900
*METH*
1 Elect Directors For For
02/25/04 - A Microsemi Corp. *MSCC* 595137100 01/09/04 16,900
1 Elect Directors For Split
1.1 Elect Director James J. Peterson
--- For
1.2 Elect Director Nick E. Yocca ---
Withhold
1.3 Elect Director Thomas R. Anderson
--- For
1.4 Elect Director Dennis R. Leibel ---
For
1.5 Elect Director William E. Bendush
--- For
1.6 Elect Director William L. Healey
--- For
1.7 Elect Director Harold A. Blonquist
--- For
02/10/04 - S Mid Atlantic Medical Services, 59523C107 01/15/04 41,400
Inc.
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
03/09/04 - A MRO Software, Inc. *MROI* 55347W105 01/26/04 21,400
1 Elect Directors For For
2 Amend Omnibus Stock Plan For For
3 Ratify Auditors For For
03/26/04 - S NCO Group, Inc. *NCOG* 628858102 02/19/04 22,414
1 Approve Merger Agreement For For
03/25/04 - A OMNOVA Solutions Inc. *OMN* 682129101 02/02/04 34,799
1 Elect Directors For For
2 Ratify Auditors For For
02/03/04 - A Oshkosh Truck Corp. *OSK* 688239201 12/10/03 24,600
1 Elect Directors For Split
1.1 Elect Director J. William Andersen
as Class A Director --- For
We recommend a vote FOR the directors with the
exception of J. Peter Mosling, Jr., from whom we
recommend shareholders WITHHOLD votes for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director Robert G. Bohn as
Class A Director --- For
1.3 Elect Director Frederick M. Franks,
Jr. as Class A Director --- For
1.4 Elect Director Michael W. Grebe as
Class A Director --- For
1.5 Elect Director Kathleen J. Hempel
as Class A Director --- For
1.6 Elect Director J. Peter Mosling,
Jr. as Class A Director --- Withhold
1.7 Elect Director Stephen P. Mosling
as Class A Director --- For
1.8 Approve Omnibus Stock Plan For For
01/20/04 - A Penford Corp. *PENX* 707051108 12/05/03 7,500
1 Elect Directors For For
03/08/04 - A Phoenix Technologies Ltd. 719153108 02/11/04 4,199
*PTEC*
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
02/27/04 - A Piedmont Natural Gas Co., Inc. 720186105 01/09/04 29,300
*PNY*
A.1 Elect Director Jerry W. Amos For For
A.2 Elect Director D. Hayes Clement For For
A.3 Elect Director Thomas E. Skains For For
A.4 Elect Director Frank B. Holding, Jr. For For
A.5 Elect Director David E. Shi For For
B Ratify Auditors For For
C Approve/Amend Executive Incentive For For
Bonus Plan
01/29/04 - A Planar Systems, Inc. *PLNR* 726900103 12/12/03 12,500
1 Elect Directors For For
02/26/04 - A Quanex Corp. *NX* 747620102 01/07/04 13,900
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
03/26/04 - A Quiksilver, Inc. *ZQK* 74838C106 02/06/04 48,000
1 Elect Directors For Split
1.1 Elect Director William M. Barnum,
Jr. --- For
We recommend a vote FOR the directors with the
exception of independent outsider Franck Riboud,
affiliated outsiders Robert G. Kirby, Charles E.
Crowe, and insiders Robert B. McKnight, Jr.,
Bernard Mariette. We recommend that shareholders
WITHHOLD votes from Franck Riboud for poor
attendance, Robert G. Kirby for standing as an
affiliated outsider on the Audit and
Compensation committees and for failure to
establish a majority independent board, and
Charles E. Crowe, Robert B. McKnight, Jr. and
Bernard Mariette for failure to establish a
majority independent board.
1.2 Elect Director Charles E. Crowe ---
Withhold
1.3 Elect Director Michael H. Gray ---
For
1.4 Elect Director Robert G. Kirby ---
Withhold
1.5 Elect Director Bernard Mariette ---
Withhold
1.6 Elect Director Robert B. McKnight,
Jr. --- Withhold
1.7 Elect Director Franck Riboud ---
Withhold
1.8 Elect Director Tom Roach --- For
2 Amend Omnibus Stock Plan For For
3 Approval of the Terms of the For For
Executive Incentive Plan
01/30/04 - S Radiant Systems, Inc. *RADS* 75025N102 11/28/03 24,200
1 Approve Spin-Off Agreement For For
03/15/04 - S Rainbow Technologies, Inc. 750862104 02/05/04 20,500
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
02/05/04 - A Ralcorp Holdings, Inc. *RAH* 751028101 11/28/03 24,700
1 Elect Directors For Split
1.1 Elect Director Richard A. Liddy ---
For
We recommend that shareholders vote FOR Richard
A. Liddy, but WITHHOLD votes from affiliated
outsider William P. Stiritz for standing as an
affiliated outsider on the Compensation and
Nominating Committees.
1.2 Elect Director William P. Stiritz
--- Withhold
01/23/04 - A Rock-Tenn Company *RKT* 772739207 12/04/03 30,500
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
03/30/04 - A Skyworks Solutions, Inc. *SWKS* 83088M102 01/30/04 127,274
1 Elect Directors For For
1.1 Elect Director Kevin L. Beebe ---
For
1.2 Elect Director Timothy R. Furey ---
For
1.3 Elect Director David J. Mclachlan
--- For
2 Ratify Auditors For For
3 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
01/21/04 - A Sonic Corp. *SONC* 835451105 11/28/03 34,012
1 Elect Directors For For
2 Other Business For Against
03/08/04 - S Staten Island Bancorp, Inc. 857550107 01/26/04 51,000
*SIB*
1 Approve Merger Agreement For For
02/11/04 - A Steak & Shake Company (The) 857873103 12/05/03 23,617
*SNS*
1 Elect Directors For Split
1.1 Elect Director Peter M. Dunn --- For
We recommend a vote FOR the directors with the
exception of James Williamson, Jr., from whom we
recommend shareholders WITHHOLD votes for
standing as an affiliated outsider on the
Compensation Committee.
1.2 Elect Director Alan B. Gilman ---
For
1.3 Elect Director Stephen Goldsmith
--- For
1.4 Elect Director Wayne L. Kelley ---
For
1.5 Elect Director Charles E. Lanham
--- For
1.6 Elect Director Ruth J. Person ---
For
1.7 Elect Director J. Fred Risk --- For
1.8 Elect Director John W. Ryan --- For
1.9 Elect Director James Williamson,
Jr. --- Withhold
2 Amend Restricted Stock Plan For For
The total cost of the company's plans
of 7.56 percent is within the allowable cap for
this company of 10.62 percent.
3 Approve Non-Employee Director Stock For For
Option Plan
Multiple Plan Notes: The combined shareholder
value transfer for all plans considered is 7.62
percent. The aggregate value of all the
proposals does not exceed the company's
allowable shareholder value transfer cap of
10.62 percent. However, we support only those
plans that provide, in aggregate, the greatest
shareholder value transfer without exceeding the
allowable cap and that do not violate repricing
guidelines. Vote
Recommendation The total cost of the
company's plans of 6.16 percent is within the
allowable cap for this company of 10.62 percent.
4 Ratify Auditors For For
01/22/04 - A Steel Technologies Inc. *STTX* 858147101 12/05/03 8,600
1 Elect Directors For Withhold
1.1 Elect Director Michael J. Carroll
--- Withhold
WITHHOLD votes from insiders Stuart N. Ray and
Michael J. Carroll and affiliated outsider
William E. Hellman for failure to establish an
independent nominating committee.
1.2 Elect Director William E. Hellmann
--- Withhold
1.3 Elect Director Stuart N. Ray ---
Withhold
02/06/04 - A Sybron Dental Specialties, Inc. 871142105 12/17/03 33,000
*SYD*
1 Elect Directors For For
02/12/04 - S Systems & Computer Technology 871873105 12/30/03 29,300
Corp.
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
02/26/04 - A Tetra Tech, Inc. *TTEK* 88162G103 12/29/03 11,806
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
03/23/04 - A The Cooper Companies, Inc. 216648402 02/03/04 27,000
*COO*
1 Elect Directors For For
2 Ratify Auditors For For
3 Amend Omnibus Stock Plan For For
01/29/04 - A The Laclede Group, Inc. *LG* 505597104 12/01/03 12,700
1 Elect Directors For For
1.1 Elect Director Dr. Henry Givens,
Jr. --- For
WITHHOLD votes from Dr. Henry Givens, Jr. for
standing as an insider on the Audit Committee.
1.2 Elect Director Mary Ann Van Lokeren
--- For
1.3 Elect Director Douglas H. Yaeger
--- For
2 Ratify Auditors For For
01/30/04 - A The Shaw Group Inc. *SGR* 820280105 12/10/03 14,912
1 Elect Directors For For
1.1 Elect Director J.M. Bernhard, Jr.
--- For
1.2 Elect Director L. Lane Grigsby ---
For
1.3 Elect Director David W. Hoyle ---
For
1.4 Elect Director Albert D. McAlister
--- For
1.5 Elect Director Charles E. Roemer,
III --- For
1.6 Elect Director John W. Sinders, Jr.
--- For
1.7 Elect Director T.A. Barfield, Jr.
--- For
1.8 Elect Director James F. Barker ---
For
2 Amend Omnibus Stock Plan For Against
Although the total cost of the company's plans
of 8.77 percent is within the allowable cap for
this company of 11.61 percent, the plan allows
repricing of underwater stock options without
shareholder approval, which we believe reduces
the incentive value of the plan.
3 Amend Non-Employee Director Stock For For
Option Plan
4 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
03/12/04 - A The Toro Company *TTC* 891092108 01/14/04 21,200
1 Elect Directors For For
1.1 Elect Director Robert C. Buhrmaster
--- For
1.2 Elect Director Winslow H. Buxton
--- For
1.3 Elect Director Robert H. Nassau ---
For
1.4 Elect Director Christopher A.
Twomey --- For
2 Ratify Auditors For For
3 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
02/24/04 - A UGI Corp. *UGI* 902681105 12/12/03 37,300
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
3 Ratify Auditors For For
Shareholder Proposal
4 Submit Shareholder Rights Plan Against For
(Poison Pill) to Shareholder Vote
03/29/04 - S UniSource Energy Corp. *UNS* 909205106 02/23/04 11,201
1 Approve Merger Agreement For For
03/23/04 - A URS Corp. *URS* 903236107 01/30/04 19,119
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Approve/Amend Executive Incentive For For
Bonus Plan
02/10/04 - A Varian Semiconductor Equipment 922207105 12/15/03 30,000
Associates, Inc. *VSEA*
1 Elect Directors For For
1.1 Elect Director Robert W. Dutton ---
For
We recommend a vote FOR the directors.
2 Amend Omnibus Stock Plan For For
The cost associated with the proposed 100,000
shares of performance units, performance shares,
and/or restricted stock is included in the
calculations below. As such, because the total
cost of the company's plans of 9.95 percent is
within the allowable cap for this company of
12.31 percent, we recommend a vote FOR this
proposal.
3 Amend Omnibus Stock Plan For For
The total cost of the company's plans of 9.95
percent is within the allowable cap for this
company of 12.31 percent.
4 Ratify Auditors For For
01/13/04 - A Winnebago Industries, Inc. 974637100 11/10/03 15,800
*WGO*
1 Elect Directors For For
1.1 Elect Director Joseph W. England
--- For
1.2 Elect Director Irvin E. Aal --- For
2 Approve Omnibus Stock Plan For For
01/28/04 - A Woodward Governor Company 980745103 12/01/03 7,400
*WGOV*
1 Elect Directors For For
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT SMALL CAP INDEX PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
05/27/04 - A 4Kids Entertainment, Inc. 350865101 04/09/04 6,786
*KDE*
1 Elect Directors For For Mgmt
2 Approve Stock Option Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/22/04 - A A. M. Castle & Co. *CAS* 148411101 03/02/04 7,097
1 Elect Directors For Split Mgmt
1.1 Elect Director Edward F. Culliton
--- For
We recommend a vote FOR the directors with the
exception of Michael Simpson. We recommend that
shareholders WITHHOLD votes from Michael
Simpson for standing as an affiliated outsider
on the Compensation Committee.
1.2 Elect Director William K. Hall ---
For
1.3 Elect Director Robert S. Hamada ---
For
1.4 Elect Director Patrick J. Herbert,
III --- For
1.5 Elect Director John W. Mccarter,
Jr. --- For
1.6 Elect Director John Mccartney ---
For
1.7 Elect Director G. Thomas Mckane ---
For
1.8 Elect Director John W. Puth --- For
1.9 Elect Director Michael Simpson ---
Withhold
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/05/04 - A A. O. Smith Corp. *SAOSA* 831865209 02/25/04 25,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/04 - A A.T. Cross Company *ATX* 227478104 03/03/04 13,400
1 Fix Number of Directors For For Mgmt
2 Elect Directors For For Mgmt
3 Approve Outside Director Stock For For Mgmt
Awards/Options in Lieu of Cash
04/27/04 - A Aaron Rents, Inc. *RNT.A* 002535201 03/05/04 29,950
1 Elect Directors For Split Mgmt
1.1 Elect Director R Charles Loudermilk
Sr --- Withhold
We recommend a vote FOR the directors with the
exceptions of William K. Butler, Jr., Gilbert
L. Danielson, Robert C. Loudermilk, Jr., and R.
Charles Loudermilk, Sr.. We recommend that
shareholders WITHHOLD votes from William K.
Butler, Jr., Gilbert L. Danielson, Robert C.
Loudermilk, Jr., and R. Charles Loudermilk, Sr.
for failure to establish an independent
nominating committee.
1.2 Elect Director Robert C. Loudermilk
Jr --- Withhold
1.3 Elect Director Gilbert L. Danielson
--- Withhold
1.4 Elect Director Earl Dolive --- For
1.5 Elect Director Ronald W. Allen ---
For
1.6 Elect Director Leo Benatar --- For
1.7 Elect Director Ingrid Saunders
Jones --- For
1.8 Elect Director William K. Butler,
Jr. --- Withhold
1.9 Elect Director Ray M. Robinson ---
For
1.10 Elect Director David L. Kolb --- For
2 Amend Omnibus Stock Plan For For Mgmt
05/06/04 - A Administaff, Inc. *ASF* 007094105 03/09/04 12,671
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/04 - A Advanced Energy Industries, 007973100 03/15/04 22,592
Inc. *AEIS*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A ADVANCED MEDICAL OPTICS INC 00763M108 03/26/04 26,700
*AVO*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/06/04 - A Albany International Corp. 012348108 03/08/04 30,300
*AIN*
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank R. Schmeler
--- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider Francis L.
McKone and insiders Frank R. Schmeler, John C.
Standish, Christine L. Standish, and Thomas R.
Beecher, Jr. We recommend that shareholders
WITHHOLD votes from Francis L. McKone for
standing as an affiliated outsider on the
Compensation Committee and for failure to
establish a majority independent board, from
Christine L. Standish for standing as an
insider on the Compensation Committee and for
failure to establish a majority independent
board, and from Thomas R. Beecher for standing
as an insider on the Compensation and
Nominating committees and for failure to
establish a majority independent board. We also
recommend that shareholders WITHHOLD votes from
Frank R. Schmeler for failure to establish a
majority independent board and from John C.
Standish for standing as an insider on the
Nominating Committee and for failure to
establish a majority independent board.
1.2 Elect Director Thomas R. Beecher,
Jr. --- Withhold
1.3 Elect Director Francis L. McKone
--- Withhold
1.4 Elect Director Barbara P. Wright
--- For
1.5 Elect Director Joseph G. Morone ---
For
1.6 Elect Director Christine L.
Standish --- Withhold
1.7 Elect Director Erland E. Kailbourne
--- For
1.8 Elect Director John C. Standish ---
Withhold
1.9 Elect Director Hugh J. Murphy ---
For
2 Approve Outside Director Stock For For Mgmt
Awards in Lieu of Cash
05/25/04 - A Alpharma Inc. *ALO* 020813101 04/02/04 23,600
1 Elect Directors For For Mgmt
05/06/04 - A American Medical Systems 02744M108 03/19/04 30,200
Holdings, Inc. *AMMD*
1 Elect Directors For For Mgmt
05/11/04 - A American States Water Company 029899101 03/18/04 13,950
*AWR*
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
3 Ratify Auditors For For Mgmt
05/12/04 - A AmeriGroup Corp. *AGP* 03073T102 03/29/04 22,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A Amsurg Corp. *AMSG* 03232P405 04/02/04 27,450
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the company's plan of 13.09
percent is above the allowable cap for this
company of 12.95 percent.
4 Ratify Auditors For For Mgmt
05/25/04 - A Angelica Corp. *AGL* 034663104 03/31/04 8,200
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
05/20/04 - A Anixter International Inc. 035290105 03/31/04 32,900
*AXE*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Amend Omnibus Stock Plan For For Mgmt
05/06/04 - A ANSYS, Inc. *ANSS* 03662Q105 03/09/04 14,000
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
06/22/04 - A Apogee Enterprises, Inc. 037598109 04/28/04 25,000
*APOG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A Applica Incorporated *APN* 03815A106 03/22/04 21,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/04 - A AptarGroup, Inc. *ATR* 038336103 03/11/04 33,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Non-Employee Director Stock For For Mgmt
Option Plan
05/17/04 - A Arbitron, Inc. *ARB* 03875Q108 04/02/04 28,000
1 Elect Directors For For Mgmt
1.1 Elect Director Alan Aldworth --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Lawrence
Perlman. We recommend that shareholders
WITHHOLD votes from Lawrence Perlman for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director Erica Farber --- For
1.3 Elect Director Kenneth F. Gorman
--- For
1.4 Elect Director Philip Guarascio ---
For
1.5 Elect Director Larry E.
Kittelberger --- For
1.6 Elect Director Stephen B. Morris
--- For
1.7 Elect Director Luis G. Nogales ---
For
1.8 Elect Director Lawrence Perlman ---
For
1.9 Elect Director Richard A. Post ---
For
2 Amend Omnibus Stock Plan For For Mgmt
04/23/04 - A Arch Chemicals, Inc. *ARJ* 03937R102 03/03/04 400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A Argosy Gaming Co. *AGY* 040228108 03/10/04 26,800
1 Elect Directors For For Mgmt
1.1 Elect Director Lance Callis --- For
1.2 Elect Director John B. Pratt, Sr.
--- For
1.3 Elect Director Edward F. Brennan
--- For
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/27/04 - A Arkansas Best Corp. *ABFS* 040790107 02/27/04 21,560
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/04 - A Arqule, Inc. *ARQL* 04269E107 04/02/04 25,500
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
05/06/04 - A Artesyn Technologies, Inc. 043127109 03/08/04 1,600
*ATSN*
1 Elect Directors For Split Mgmt
1.1 Elect Director Edward S. Croft, III
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Ronald D.
Schmidt. We recommend that shareholders
WITHHOLD votes from Ronald D. Schmidt for
standing as an affiliated outsider on the
Governance and Nominating Committee.
1.2 Elect Director Lawrence J. Matthews
--- For
1.3 Elect Director Joseph M. O'Donnell
--- For
1.4 Elect Director Stephen A.
Ollendorff --- For
1.5 Elect Director Phillip A. O'Reilly
--- For
1.6 Elect Director Bert Sager --- For
1.7 Elect Director A. Eugene Sapp, Jr.
--- For
1.8 Elect Director Ronald D. Schmidt
--- Withhold
1.9 Elect Director Lewis Solomon --- For
1.10 Elect Director John M. Steel --- For
2 Amend Non-Employee Director Stock For For Mgmt
Option Plan
3 Amend Omnibus Stock Plan For For Mgmt
04/27/04 - A Astec Industries, Inc. *ASTE* 046224101 02/25/04 12,200
1 Elect Directors For For Mgmt
1.1 Elect Director J. Don Brock --- For
1.2 Elect Director Albert E. Guth ---
For
1.3 Elect Director W. Norman Smith ---
For
1.4 Elect Director William B. Sansom
--- For
2 Elect Director R. Douglas Moffat For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/26/04 - A Atlantic Coast Airlines 048396105 04/02/04 41,400
Holdings, Inc. *ACAI*
1 Elect Directors For Split Mgmt
1.1 Elect Director Kerry B. Skeen ---
For
We recommend a vote FOR the directors with the
exceptions of independent outsiders Caroline
(Maury) Devine, Susan MacGregor Coughlin, and
Robert E. Buchanan. We recommend that
shareholders WITHHOLD votes from Compensation
Committee members Caroline (Maury) Devine,
Susan MacGregor Coughlin, and Robert E.
Buchanan not aligning CEO's compensation with
the interests of shareholders.
1.2 Elect Director Thomas J. Moore ---
For
1.3 Elect Director C. Edward Acker ---
For
1.4 Elect Director Robert E. Buchanan
--- Withhold
1.5 Elect Director Susan MacGregor
Coughlin --- Withhold
1.6 Elect Director Caroline (Maury)
Devine --- Withhold
1.7 Elect Director Daniel L. McGinnis
--- For
1.8 Elect Director James C. Miller III
--- For
1.9 Elect Director W. Anthony (Tony)
Rice --- For
2 Change Company Name For For Mgmt
3 Eliminate Class of Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
05/25/04 - A ATMI, Inc. *ATMI* 00207R101 04/12/04 28,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A Avid Technology, Inc. *AVID* 05367P100 03/31/04 28,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A Avista Corporation *AVA* 05379B107 03/12/04 44,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
04/29/04 - A Axcelis Technologies Inc 054540109 03/08/04 90,300
*ACLS*
1 Elect Directors For Split Mgmt
1.1 Elect Director Gary L. Tooker ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Alexander M.
Cutler. We recommend that shareholders WITHHOLD
votes from Alexander M. Cutler for standing as
an affiliated outsider on the Audit,
Compensation and Nominating committees.
1.2 Elect Director Patrick H. Nettles
--- For
1.3 Elect Director Alexander M. Cutler
--- Withhold
2 Ratify Auditors For For Mgmt
05/13/04 - A Aztar Corp. *AZR* 054802103 03/18/04 31,300
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
04/24/04 - A Baldor Electric Co. *BEZ* 057741100 03/10/04 26,665
1 Elect Directors For Split Mgmt
1.1 Elect Director R. S. Boreham, Jr.
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider R. L. Qualls.
We recommend that shareholders WITHHOLD votes
from R. L. Qualls for standing as an affiliated
outsider on the Compensation Committee.
1.2 Elect Director R. L. Qualls ---
Withhold
1.3 Elect Director Barry K. Rogstad ---
For
04/14/04 - A Barnes Group, Inc. *B* 067806109 02/17/04 19,561
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Approve Deferred Compensation Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/11/04 - A Benchmark Electronics, Inc. 08160H101 03/31/04 37,100
*BHE*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/29/04 - A Boston Private Financial 101119105 03/03/04 500
Holdings, Inc. *BPFH*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 27.70 percent is above the allowable cap for
this company of 19.86 percent.
3 Approve Executive Incentive Bonus For For Mgmt
Plan
05/27/04 - A Bowne & Co., Inc. *BNE* 103043105 04/01/04 30,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/15/04 - A Brookline Bancorp, Inc. *BRKL* 11373M107 03/01/04 16,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Brooks Automation, Inc. *BRKS* 114340102 03/05/04 39,500
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
05/27/04 - A Brown Shoe Company, Inc. *BWS* 115736100 04/05/04 16,300
1 Elect Directors For For Mgmt
05/04/04 - A Brush Engineered Materials 117421107 03/05/04 15,200
Inc. *BW*
1 Elect Directors For For Mgmt
05/04/04 - A Building Material Holding 120113105 03/11/04 12,200
Corp. *BMHC*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
04/27/04 - S Butler Manufacturing Co. 123655102 03/19/04 5,800
1 Approve Merger Agreement For For Mgmt
2 Adjourn Meeting For Against Mgmt
05/26/04 - A C&D Technologies, Inc. *CHP* 124661109 04/07/04 23,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A Cabot Oil & Gas Corp. *COG* 127097103 03/11/04 29,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert F. Bailey ---
For
We recommend a vote FOR Robert F. Bailey but
WITHHOLD votes from John G.L. Cabot for
standing as an affiliated outsider on the Audit
and Nominating committees.
1.2 Elect Director John G.L. Cabot ---
Withhold
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/11/04 - A Cal Dive International, Inc. 127914109 03/24/04 34,300
*CDIS*
1 Elect Directors For For Mgmt
04/22/04 - A Cambrex Corp. *CBM* 132011107 03/15/04 23,600
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/11/04 - A Capital Automotive Reit *CARS* 139733109 03/01/04 30,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Captaris, Inc. *CAPA* 14071N104 03/05/04 29,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/04 - A Caraustar Industries, Inc. 140909102 03/12/04 25,800
*CSAR*
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For Against Mgmt
Omnibus Stock Plan
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 12.34 percent is above the allowable cap for
this company of 11.90 percent.
3 Ratify Auditors For For Mgmt
04/13/04 - A Carbo Ceramics Inc. *CRR* 140781105 02/13/04 13,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
06/15/04 - A Carreker Corporation *CANI* 144433109 04/27/04 10,374
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/21/04 - A Cash America International, 14754D100 03/04/04 14,875
Inc. *PWN*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/25/04 - A CDI Corp. *CDI* 125071100 03/17/04 13,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Roger H. Ballou ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Walter R.
Garrison. We recommend that shareholders
WITHHOLD votes from Walter R. Garrison for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director Walter E. Blankley
--- For
1.3 Elect Director Michael J. Emmi ---
For
1.4 Elect Director Walter R. Garrison
--- Withhold
1.5 Elect Director Kay Hahn Harrell ---
For
1.6 Elect Director Lawrence C. Karlson
--- For
1.7 Elect Director Ronald J. Kozich ---
For
1.8 Elect Director Barton J. Winokur
--- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
05/20/04 - A CEC Entertainment, Inc. *CEC* 125137109 03/25/04 35,325
1 Elect Directors For For Mgmt
2 Approve Restricted Stock Plan For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
5 Amend Non-Employee Director Stock For For Mgmt
Option Plan
05/04/04 - A CENTENE CORP DEL *CNC* 15135B101 03/10/04 4,800
1 Elect Directors For For Mgmt
1.1 Elect Director Steve Bartlett ---
For
1.2 Elect Director Richard P.
Wiederhold --- For
2 Increase Authorized Common Stock For Against Mgmt
The requested increase of 60,000,000 shares is
above the allowable threshold of 54,000,000
shares.
05/04/04 - A Central Vermont Public Service 155771108 02/27/04 10,700
Corp. *CV*
1 Elect Directors For For Mgmt
05/28/04 - A Cerner Corp. *CERN* 156782104 04/02/04 1,500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 20.78
percent is above the allowable cap for this
company of 16.74 percent.
3 Ratify Auditors For For Mgmt
04/27/04 - A Champion Enterprises, Inc. 158496109 03/05/04 53,600
*CHB*
1 Elect Directors For For Mgmt
04/29/04 - A Checkpoint Systems, Inc. *CKP* 162825103 03/17/04 30,000
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
04/28/04 - A Chesapeake Corp. *CSK* 165159104 03/01/04 13,700
1 Elect Directors For For Mgmt
04/21/04 - A Chittenden Corp. *CHZ* 170228100 03/05/04 33,475
1 Elect Directors For For Mgmt
04/27/04 - A Ciber, Inc. *CBR* 17163B102 03/08/04 2,900
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
05/19/04 - A CIMAREX ENERGY CO *XEC* 171798101 03/26/04 37,900
1 Elect Directors For For Mgmt
05/11/04 - A Cleveland-Cliffs Inc. *CLF* 185896107 03/15/04 500
1 Elect Directors For For Mgmt
04/29/04 - A Coachmen Industries, Inc. 189873102 03/15/04 12,007
*COA*
1 Elect Directors For For Mgmt
04/22/04 - S Cognex Corp. *CGNX* 192422103 03/10/04 39,900
1 Elect Directors For For Mgmt
05/11/04 - A Cohu, Inc. *COHU* 192576106 03/16/04 13,900
1 Elect Directors For Withhold Mgmt
1.1 Elect Director James W. Barnes ---
Withhold
We recommend that shareholders WITHHOLD votes
from all directors. We recommend that
shareholders WITHHOLD votes from affiliated
outsider James W. Barnes and insider James A.
Donahue for failure to establish a majority
independent board.
1.2 Elect Director James A. Donahue ---
Withhold
2 Amend Stock Option Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/21/04 - A Colonial Properties Trust 195872106 02/17/04 22,800
*CLP*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Trustees For Against Mgmt
05/11/04 - A Commercial Federal Corp. *CFB* 201647104 03/24/04 38,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Talton K. Anderson
--- Withhold
We recommend a vote FOR Jane E. Miller but
WITHHOLD votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
insider Robert J. Hutchinson, and independent
outsiders James P. O'Donnell and Talton K.
Anderson for failing to remove a dead-hand,
slow-hand, or similar feature in the company's
poison pill.
1.2 Elect Director James P. O'Donnell
--- Withhold
1.3 Elect Director Robert J. Hutchinson
--- Withhold
1.4 Elect Director Jane E. Miller ---
For
2 Ratify Auditors For For Mgmt
04/23/04 - A Commonwealth Industries, Inc. 203004106 03/05/04 14,700
*CMIN*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/04 - A Commonwealth Telephone 203349105 03/31/04 21,800
Enterprises, Inc. *CTCO*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
04/20/04 - A Community First Bankshares, 203902101 02/27/04 33,400
Inc. *CFBX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/30/04 - A Community First Bankshares, 203902101 05/19/04 34,200
Inc. *CFBX*
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For For Mgmt
3 Ratify Auditors For For Mgmt
05/05/04 - A Concord Communications, Inc. 206186108 03/08/04 800
*CCRD*
1 Elect Directors For For Mgmt
2 Approve Employee Stock Purchase Plan For For Mgmt
05/18/04 - A CONMED Corp. *CNMD* 207410101 03/31/04 26,450
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/19/04 - A Corn Products International, 219023108 03/22/04 33,000
Inc. *CPO*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/12/04 - PC CPI Corp. *CPY* 125902106 02/12/04 14,400
MANAGEMENT PROXY (BLUE CARD)
1 Amend Articles to Remove Existing Against Mgmt
Directors
2 Establish Range For Board Size Against Mgmt
3 Authorize Stockholders Holding 25% Against Mgmt
or more of Common Stock to call a
Special Meeting
4 Authorize Stockholders, not Against Mgmt
Directors, to fill board vacancies
5 Repeal Amendments Adopted by the Against Mgmt
board but not Publicly Disclosed
6 Elect Director James J. Abel, Against Mgmt
Michael S. Koeneke, David M. Meyer,
Mark R. Mitchell, Steven J. Smith
and John Turner White IV
DISSIDENT PROXY (WHITE CARD)
1 Amend Articles to Remove Existing For Mgmt
Directors
2 Establish Range For Board Size For Mgmt
3 Authorize Stockholders Holding 25% For Mgmt
or more of Common Stock to
4 Authorize Stockholders, not For Mgmt
Directors, to fill board vacancies
5 Repeal Amendments Adopted by the For Mgmt
board but not Publicly
6 Elect Directors (Opposition Slate) For Mgmt
Per ISS internal email
04/28/04 - A CTS Corp. *CTS* 126501105 03/05/04 32,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Walter S. Catlow ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Robert A.
Profusek. We recommend that shareholders
WITHHOLD votes from Robert A. Profusek for
standing as an affiliated outsider on the
Compensation and Nominating committees.
1.2 Elect Director Lawrence J. Ciancia
--- For
1.3 Elect Director Thomas G. Cody ---
For
1.4 Elect Director Gerald H. Frieling,
Jr. --- For
1.5 Elect Director Roger R. Hemminghaus
--- For
1.6 Elect Director Michael A. Henning
--- For
1.7 Elect Director Robert A. Profusek
--- Withhold
1.8 Elect Director Donald K. Schwanz
--- For
1.9 Elect Director Patricia K. Vincent
--- For
2 Approve Omnibus Stock Plan For For Mgmt
04/23/04 - A Curtiss-Wright Corp. *CW* 231561101 03/03/04 18,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A Cymer, Inc. *CYMI* 232572107 03/31/04 32,900
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Charles J. Abbe ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Audit Committee members and
independent outsiders Edward H. Braun for poor
attendance, for paying excessive non-audit
fees, and for failing to remove a dead-hand,
slow-hand, or similar feature in the company's
poison pill, Charles J. Abbe for paying
excessive non-audit fees, and for failing to
remove a dead-hand, slow-hand, or similar
feature in the company's poison pill, and
Michael R. Gaulke for paying excessive
non-audit fees, and for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill. From Peter J. Simone for
standing as an affiliated outsider on the
Nominating Committee, and for failing to remove
a dead-hand, slow-hand, or similar feature in
the company's poison pill. Lastly from insider
Robert P. Akins, affiliated outsider William G.
Oldham, independent outsiders Young K. Sohn,
and Jon D. Tompkins for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill.
1.2 Elect Director Robert P. Akins ---
Withhold
1.3 Elect Director Edward H. Braun ---
Withhold
1.4 Elect Director Michael R. Gaulke
--- Withhold
1.5 Elect Director William G. Oldham
--- Withhold
1.6 Elect Director Peter J. Simone ---
Withhold
1.7 Elect Director Young K. Sohn ---
Withhold
1.8 Elect Director Jon D. Tompkins ---
Withhold
2 Amend Employee Stock Purchase Plan For For Mgmt
We approve of this item because the plan
complies with Section 423 of the Internal
Revenue Code, the number of shares being added
is relatively conservative, the offering period
is reasonable, and there are limitations on
participation.
3 Ratify Auditors For Against Mgmt
In this case, 66.87 percent of the total fees
paid to the auditor is attributable to
non-audit work. This notably disproportionate
fee arrangement could significantly impair the
auditor's independence.
05/05/04 - A Delphi Financial Group, Inc. 247131105 03/22/04 28,277
*DFG*
1 Elect Directors For For Mgmt
1.1 Elect Director Donald A. Sherman
--- For
1.2 Elect Director Robert Rosenkranz
--- For
1.3 Elect Director Van D. Greenfield
--- For
1.4 Elect Director Robert M. Smith, Jr.
--- For
1.5 Elect Director Harold F. Ilg --- For
1.6 Elect Director Lawrence E. Daurelle
--- For
1.7 Elect Director James N. Meehan ---
For
1.8 Elect Director Edward A. Fox --- For
1.9 Elect Director Philip R. O'Connor
--- For
2 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 21.95
percent is above the allowable cap for this
company of 5.13 percent.
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Divest from Tobacco Equities Against Against ShrHoldr
Because of the restrictive format and potential
financial impact of this proposal, we do not
recommend shareholder support for this
resolution.
5 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/22/04 - A Deltic Timber Corp. *DEL* 247850100 03/11/04 11,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/17/04 - A Dendrite International, Inc. 248239105 03/22/04 37,100
*DRTE*
1 Elect Directors For Split Mgmt
1.1 Elect Director John E. Bailye ---
For
We recommend a vote FOR the directors with the
exception of Patrick J. Zenner. We recommend
that shareholders WITHHOLD votes from Patrick
J. Zenner for sitting on more than six boards.
1.2 Elect Director John A. Fazio --- For
1.3 Elect Director Bernard M. Goldsmith
--- For
1.4 Elect Director Edward J. Kfoury ---
For
1.5 Elect Director Paul A. Margolis ---
For
1.6 Elect Director John H. Martinson
--- For
1.7 Elect Director Terence H. Osborne
--- For
1.8 Elect Director Patrick J. Zenner
--- Withhold
05/18/04 - A Department 56, Inc. *DFS* 249509100 03/24/04 12,000
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/04/04 - A Diagnostic Products Corp. *DP* 252450101 03/12/04 26,300
1 Elect Directors For For Mgmt
2 Approve Increase in Size of Board For For Mgmt
05/20/04 - A Dime Community Bancshares, 253922108 03/31/04 34,975
Inc. *DCOM*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/28/04 - A Downey Financial Corp. *DSL* 261018105 02/27/04 24,865
1 Elect Directors For Split Mgmt
1.1 Elect Director Brent McQuarrie ---
For
We recommend a vote FOR the directors with the
exception of insider Marangal I. Domingo. We
recommend that shareholders WITHHOLD votes from
Marangal I. Domingo for failure to establish a
majority independent board.
1.2 Elect Director James H. Hunter ---
For
1.3 Elect Director Marangal I. Domingo
--- Withhold
2 Ratify Auditors For For Mgmt
05/13/04 - A Dril-Quip, Inc. *DRQ* 262037104 03/22/04 15,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Alexander P. Shukis
--- For
We recommend that shareholders WITHHOLD votes
from Compensation Committee member and
independent outsider Gary L. Stone for not
aligning the interests of shareholders with CEO
compensation.
1.2 Elect Director Gary L. Stone ---
Withhold
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
Although the total cost of the company's plans
of 10.44 percent is within the allowable cap
for this company of 11.90 percent, the plan
permits cancellation and regrant of stock
awards, which we believe reduces the incentive
value of the plan. Furthermore, we note that
the top four named officers received
approximately 72 percent of the total stock
options granted in 2003.
05/04/04 - A DSP Group, Inc. *DSPG* 23332B106 03/10/04 26,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/17/04 - A East West Bancorp, Inc. *EWBC* 27579R104 03/26/04 22,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A EDO Corp. *EDO* 281347104 03/05/04 18,100
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For Against Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
05/20/04 - A Efunds Corporation *EFD* 28224R101 03/31/04 43,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/04 - A EGL, Inc. *EAGL* 268484102 04/02/04 43,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/04 - A El Paso Electric Co. *EE* 283677854 03/08/04 44,000
1 Elect Directors For For Mgmt
04/28/04 - A Energen Corp. *EGN* 29265N108 03/05/04 33,100
1 Elect Directors For For Mgmt
05/19/04 - A Enesco Group Inc *ENC* 292973104 03/31/04 12,700
1 Elect Directors For For Mgmt
2 Amend Non-Employee Director Stock For For Mgmt
Option Plan
3 Amend Stock Option Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/11/04 - A Essex Property Trust, Inc. 297178105 02/27/04 20,300
*ESS*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/07/04 - A Evergreen Resources, Inc. 299900308 03/12/04 38,600
*EVG*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Dennis R. Carlton
--- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsider Arthur
L. Smith, and insiders Mark S. Sexton and
Dennis R. Carlton for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill.
1.2 Elect Director Mark S. Sexton ---
Withhold
1.3 Elect Director Arthur L. Smith ---
Withhold
2 Ratify Auditors For For Mgmt
04/27/04 - A Fedders Corp. *FJC* 313135501 03/10/04 27,860
1 Elect Directors For Split Mgmt
1.1 Elect Director Sal Giordano, Jr.
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider S.A.
Muscarnera. We recommend that shareholders
WITHHOLD votes from S.A. Muscarnera for
standing as an affiliated outsider on the Audit
Committee.
1.2 Elect Director William J. Brennan
--- For
1.3 Elect Director David C. Chang ---
For
1.4 Elect Director Michael L. Ducker
--- For
1.5 Elect Director Joseph Giordano ---
For
1.6 Elect Director Howard S. Modlin ---
For
1.7 Elect Director S.A. Muscarnera ---
Withhold
1.8 Elect Director Anthony E. Puleo ---
For
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Approve Restricted Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/07/04 - A FileNet Corp. *FILE* 316869106 03/16/04 34,000
1 Elect Directors For Split Mgmt
1.1 Elect Director L. George Klaus ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Theodore J.
Smith. We recommend that shareholders WITHHOLD
votes from Theodore J. Smith for standing as an
affiliated outsider on the nominating committee.
1.2 Elect Director William P. Lyons ---
For
1.3 Elect Director Lee D. Roberts ---
For
1.4 Elect Director John C. Savage ---
For
1.5 Elect Director Roger S. Siboni ---
For
1.6 Elect Director Theodore J. Smith
--- Withhold
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/29/04 - A First Bancorp(Puerto Rico) 318672102 03/16/04 36,600
*FBP*
1 Elect Directors For For Mgmt
1.1 Elect Director Angel Alvarez Perez
--- For
1.2 Elect Director Jose Luis
Ferrer-Canals --- For
1.3 Elect Director Sharee Ann
Umpierre-Catinchi --- For
2 Elect Director Jose Menendez Cortada For For Mgmt
3 Ratify Auditors For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/20/04 - A First Midwest Bancorp, Inc. 320867104 03/26/04 42,512
*FMBI*
1 Elect Directors For For Mgmt
05/12/04 - A First Republic Bank (San 336158100 03/26/04 13,300
Francisco) *FRC*
1 Elect Directors For For Mgmt
2 Amend Restricted Stock Plan For Against Mgmt
The total cost of the company's plans of 12.21
percent is above the allowable cap for this
company of 9.22 percent.
3 Ratify Auditors For For Mgmt
04/21/04 - A FirstFed Financial Corp. *FED* 337907109 03/01/04 15,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/01/04 - A Flagstar Bancorp, Inc. *FBC* 337930101 04/16/04 55,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Thomas J. Hammond
--- Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Thomas J. Hammond, Mark
T. Hammond and Kirstin A. Hammond and
affiliated outsider Michael Lucci, Sr. We
recommend that shareholders WITHHOLD votes from
Thomas J. Hammond, Mark T. Hammond, Kirstin A.
Hammond and Michael Lucci, Sr. for failure to
establish a majority independent board.
1.2 Elect Director Mark T. Hammond ---
Withhold
1.3 Elect Director Kirstin A. Hammond
--- Withhold
1.4 Elect Director Charles Bazzy --- For
1.5 Elect Director Michael Lucci, Sr.
--- Withhold
1.6 Elect Director Frank D'Angelo ---
For
1.7 Elect Director Robert W. Dewitt ---
For
04/21/04 - A FLIR Systems, Inc. *FLIR* 302445101 03/03/04 29,100
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
06/04/04 - A Flowers Foods, Inc. *FLO* 343498101 04/16/04 41,100
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Franklin L. Burke
--- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from insider George E. Deese and
independent outsider Franklin L. Burke for
failing to remove a dead-hand, slow-hand, or
similar feature in the company's poison pill.
1.2 Elect Director George E. Deese ---
Withhold
2 Ratify Auditors For For Mgmt
05/18/04 - A Forward Air Corporation *FWRD* 349853101 03/10/04 19,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
5 Approve Compensation Arrangement For For Mgmt
for Non-Employee Director
05/26/04 - A Fossil, Inc. *FOSL* 349882100 03/31/04 18,425
1 Elect Directors For Split Mgmt
1.1 Elect Director Tom Kartsotis ---
Withhold
We recommend a vote FOR Donald J. Stone but
WITHHOLD votes from all other nominees. We
recommend that shareholders WITHHOLD votes from
insider Jal S. Shroff and affiliated outsider
Tom Kartsotis for failure to establish an
independent nominating committee and for
failure to establish majority board
independence.
1.2 Elect Director Jal S. Shroff ---
Withhold
1.3 Elect Director Donald J. Stone ---
For
2 Amend Omnibus Stock Plan For For Mgmt
06/16/04 - A Fred's, Inc. *FRED* 356108100 04/30/04 35,650
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
05/20/04 - A Fremont General Corp. *FMT* 357288109 04/14/04 69,100
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Approve Retirement Plan For For Mgmt
5 Ratify Auditors For For Mgmt
04/15/04 - A Frontier Oil Corp. *FTO* 35914P105 03/01/04 23,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/21/04 - A Gables Residential Trust *GBP* 362418105 03/19/04 23,007
1 Elect Directors For Split Mgmt
1.1 Elect Trustee Marcus E. Bromley ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Marcus E.
Bromley. We recommend that shareholders
WITHHOLD votes from Marcus E. Bromley for
standing as an affiliated outsider on the Audit
Committee.
1.2 Elect Trustee James D. Motta --- For
1.3 Elect Trustee Chris C. Stroup ---
For
2 Approve Omnibus Stock Plan For For Mgmt
05/04/04 - A Gardner Denver, Inc. *GDI* 365558105 03/05/04 14,800
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
06/10/04 - A General Communication, Inc. 369385109 04/12/04 51,400
*GNCMA*
1 Elect Directors For Split Mgmt
1.1 Elect Director Donne F. Fisher ---
Withhold
We recommend a vote FOR the directors with the
exceptions of independent outsiders James M.
Schneider and Donne F. Fisher. We recommend
that shareholders WITHHOLD votes from James M.
Schneider and Donne F. Fisher for poor
attendance.
1.2 Elect Director William P. Glasgow
--- For
1.3 Elect Director James M. Schneider
--- Withhold
2 Amend Stock Option Plan For For Mgmt
05/18/04 - A Georgia Gulf Corp. *GGC* 373200203 03/29/04 29,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Jerry R. Satrum ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Jerry R.
Satrum. We recommend that shareholders WITHHOLD
votes from Jerry R. Satrum for standing as an
affiliated outsider on the Audit Committee.
1.2 Elect Director Edward A. Schmitt
--- For
1.3 Elect Director Yoshi Kawashima ---
For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
05/05/04 - A Glenborough Realty Trust Inc. 37803P105 02/27/04 24,700
*GLB*
1 Elect Directors For For Mgmt
04/21/04 - A Gold Banc Corporation, Inc. 379907108 03/04/04 36,100
*GLDB*
1 Elect Directors For Split Mgmt
1.1 Elect Director Allen D. Petersen
--- For
We recommend a vote FOR the directors with the
exception of Donald C. McNeill. We recommend
that shareholders WITHHOLD votes from Donald C.
McNeill for standing as an affiliated outsider
on the Compensation Committee.
1.2 Elect Director J. Gary Russ --- For
1.3 Elect Director Donald C. McNeill
--- Withhold
06/16/04 - A Goody's Family Clothing, Inc. 382588101 04/26/04 29,800
*GDYS*
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert M. Goodfriend
--- For
We recommend shareholders vote FOR the Robert
M. Goodfriend but WITHHOLD votes from Audit
Committee member Robert F. Koppel for paying
excessive non-audit fees and for standing as an
affiliated outsider on the Audit, Compensation,
and Nominating committees.
1.2 Elect Director Robert F. Koppel ---
Withhold
2 Amend Executive Incentive Bonus Plan For For Mgmt
05/20/04 - A Green Mountain Power Corp. 393154109 03/18/04 4,700
*GMP*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Charter For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
05/19/04 - A Group 1 Automotive Inc. *GPI* 398905109 03/26/04 18,115
1 Elect Directors For Split Mgmt
1.1 Elect Director John L. Adams --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Max P. Watson,
Jr.. We recommend that shareholders WITHHOLD
votes from Max P. Watson, Jr. for standing as
an affiliated outsider on the Compensation and
Nominating committees.
1.2 Elect Director Max P. Watson, Jr.
--- Withhold
1.3 Elect Director J. Terry Strange ---
For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/29/04 - A Guitar Center, Inc. *GTRC* 402040109 03/05/04 21,700
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
04/15/04 - A H.B. Fuller Co. *FUL* 359694106 02/20/04 17,890
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/10/04 - A Hancock Fabrics, Inc. *HKF* 409900107 04/15/04 17,200
1 Elect Directors For For Mgmt
1.1 Elect Director Roger T. Knox --- For
1.2 Elect Director Bernard J. Wein ---
For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/27/04 - A Harmonic Inc. *HLIT* 413160102 04/07/04 63,700
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
5 Ratify Auditors For For Mgmt
05/10/04 - A Haverty Furniture Companies, 419596101 03/08/04 20,300
Inc. *HVT*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/06/04 - A Heartland Express, Inc. *HTLD* 422347104 03/10/04 45,724
1 Elect Directors For For Mgmt
05/12/04 - A Heidrick & Struggles 422819102 04/02/04 901
International, Inc. *HSII*
1 Elect Directors For For Mgmt
1.1 Elect Director Richard I. Beattie
--- For
We recommend a vote FOR the directors with the
exception of insider Thomas J. Friel. We
recommend that shareholders WITHHOLD votes from
Thomas J. Friel for standing as an insider on
the Compensation Committee.
1.2 Elect Director John A. Fazio --- For
1.3 Elect Director Thomas J. Friel ---
For
1.4 Elect Director Antonio Borges ---
For
04/28/04 - A Helix Technology Corp. *HELX* 423319102 03/08/04 23,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Gideon Argov --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Frank Gabron.
We recommend that shareholders WITHHOLD votes
from Frank Gabron for standing as an affiliated
outsider on the Audit Committee.
1.2 Elect Director Frank Gabron ---
Withhold
1.3 Elect Director Robert H. Hayes ---
For
1.4 Elect Director Robert J. Lepofsky
--- For
1.5 Elect Director Marvin G. Schorr ---
For
1.6 Elect Director Alfred Woollacott,
III --- For
1.7 Elect Director Mark S. Wrighton ---
For
2 Amend Omnibus Stock Plan For For Mgmt
05/25/04 - A Hooper Holmes, Inc. *HH* 439104100 04/09/04 59,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/17/04 - A Hot Topic, Inc. *HOTT* 441339108 04/21/04 31,149
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/21/04 - A Hudson United Bancorp *HU* 444165104 03/09/04 40,989
1 Elect Directors For For Mgmt
2 Amend Restricted Stock Plan For For Mgmt
3 Limit Awards to Executives Against Against ShrHoldr
04/22/04 - A Huffy Corp. *HUF* 444356109 02/26/04 14,400
1 Elect Directors For For Mgmt
2 Amend Bundled Compensation Plans For For Mgmt
3 Ratify Auditors For For Mgmt
05/20/04 - A Hughes Supply, Inc. *HUG* 444482103 03/26/04 27,200
1 Elect Directors For For Mgmt
1.1 Elect Director John D. Baker II ---
For
1.2 Elect Director Dale E. Jones --- For
1.3 Elect Director William P. Kennedy
--- For
1.4 Elect Director Patrick J. Knipe ---
For
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/18/04 - A Hydril Company *HYDL* 448774109 03/23/04 20,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Kenneth S. McCormick
--- For
We recommend a vote FOR Kenneth S. McCormick
but WITHHOLD votes from all the other nominees.
We recommend that shareholders WITHHOLD votes
from independent outsider Lew O. Ward for poor
attendance, and from insider Christopher T.
Seaver for failure to establish an independent
nominating committee.
1.2 Elect Director Christopher T.
Seaver --- Withhold
1.3 Elect Director Lew O. Ward ---
Withhold
2 Ratify Auditors For For Mgmt
05/19/04 - A IDEXX Laboratories, Inc. 45168D104 03/22/04 31,800
*IDXX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/25/04 - A IHOP Corp. *IHP* 449623107 03/26/04 7,369
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/27/04 - A Inamed Corp. *IMDC* 453235103 04/12/04 31,950
1 Elect Directors For Split Mgmt
1.1 Elect Director Nicholas L. Teti ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Malcolm R.
Currie, Ph.D.. We recommend that shareholders
WITHHOLD votes from Malcolm R. Currie, Ph.D.
for standing as an affiliated outsider on the
Audit and Nominating committees.
1.2 Elect Director James E. Bolin ---
For
1.3 Elect Director Malcolm R. Currie,
Ph.D. --- Withhold
1.4 Elect Director John C. Miles II ---
For
1.5 Elect Director Mitchell S.
Rosenthal, M.D. --- For
1.6 Elect Director Joy A. Amundson ---
For
1.7 Elect Director Terry E. Vandewarker
--- For
2 Increase Authorized Common Stock For For Mgmt
3 Approve Stock Option Plan For For Mgmt
4 Amend Restricted Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/20/04 - A Information Holdings Inc. 456727106 03/01/04 18,600
*IHI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A Insight Enterprises, Inc. 45765U103 03/04/04 42,475
*NSIT*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A Insituform Technologies, Inc. 457667103 03/01/04 10,600
*INSU*
1 Elect Directors For For Mgmt
06/16/04 - A Insurance Auto Auctions, Inc. 457875102 04/20/04 6,600
*IAAI*
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/27/04 - A Inter-Tel, Inc. *INTL* 458372109 03/05/04 22,800
1 Elect Directors For For Mgmt
1.1 Elect Director Steven G. Mihaylo
--- For
1.2 Elect Director J. Robert Anderson
--- For
1.3 Elect Director Jerry W. Chapman ---
For
1.4 Elect Director Gary D. Edens --- For
1.5 Elect Director C. Roland Haden ---
For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/20/04 - A Interface, Inc. *IFSIA* 458665106 03/15/04 46,900
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
04/15/04 - A INTERMET Corp. *INMT* 45881K104 03/01/04 22,800
1 Elect Directors For Split Mgmt
1.1 Elect Director John Doddridge ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Julia D.
Darlow. We recommend that shareholders WITHHOLD
votes from Julia D. Darlow for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director John P. Crecine ---
For
1.3 Elect Director Julia D. Darlow ---
Withhold
1.4 Elect Director Norman F. Ehlers ---
For
1.5 Elect Director John R. Horne --- For
1.6 Elect Director Thomas H. Jeffs, II
--- For
1.7 Elect Director Charles G. McClure
--- For
1.8 Elect Director Richard A. Nawrocki
--- For
1.9 Elect Director Richard J. Peters
--- For
1.10 Elect Director Pamela E. Rodgers
--- For
1.11 Elect Director Gary F. Ruff --- For
2 Ratify Auditors For For Mgmt
06/17/04 - S International Multifoods Corp. 460043102 05/03/04 17,500
1 Approve Merger Agreement For For Mgmt
Based on the market premium, the fairness
opinion, and the potential strategic synergies,
we believe the merger agreement warrants
shareholder support.
2 Adjourn Meeting For Against Mgmt
In this case, shareholders already have enough
information to make their vote decisions. Once
their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
05/26/04 - A Invacare Corp. *IVC* 461203101 04/01/04 15,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/04 - A Investment Technology Group, 46145F105 03/08/04 42,600
Inc. *ITG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/06/04 - A Itron, Inc. *ITRI* 465741106 02/27/04 6,010
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/17/04 - A JDA Software Group, Inc. 46612K108 03/31/04 26,400
*JDAS*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/10/04 - A Jo-Ann Stores, Inc. *JAS* 47758P307 04/16/04 19,830
1 Elect Directors For Split Mgmt
1.1 Elect Director Ira Gumberg ---
Withhold
We recommend shareholders vote FOR Patricia
Morrison but WITHHOLD votes from affiliated
outsider Ira Gumberg for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Patricia Morrison
--- For
2 Reduce Supermajority Vote For For Mgmt
Requirement
3 Reduce Supermajority Vote For For Mgmt
Requirement
4 Re-Approve Performance Goals Under For For Mgmt
the Incentive Compensation Plan
04/22/04 - A John H. Harland Co. *JH* 412693103 03/03/04 25,000
1 Elect Directors For For Mgmt
05/06/04 - A K-Swiss, Inc. *KSWS* 482686102 03/22/04 12,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A K2 Inc. *KTO* 482732104 04/02/04 30,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Increase Authorized Common Stock For For Mgmt
05/06/04 - A Kansas City Southern *KSU* 485170302 03/08/04 34,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/07/04 - A Kaydon Corp. *KDN* 486587108 03/10/04 19,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/03/04 - A Kellwood Co. *KWD* 488044108 04/05/04 24,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Martin Bloom --- For
We recommend a vote FOR Martin Bloom, but
WITHHOLD votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
affiliated outsider Martin J. Granoff and
insiders Robert C. Skinner, Jr. and Hal J.
Upbin for failure to establish a majority
independent board.
1.2 Elect Director Martin Granoff ---
Withhold
1.3 Elect Director Robert Skinner, Jr.
--- Withhold
1.4 Elect Director Hal Upbin ---
Withhold
2 Report on Compliance Standards for Against Abstain ShrHoldr
Code of Conduct
05/18/04 - A Kilroy Realty Corp. *KRC* 49427F108 03/16/04 25,700
1 Elect Directors For Split Mgmt
1.1 Elect Director John R. D'Eathe ---
Withhold
We recommend a vote FOR Edward F. Brennan, but
WITHHOLD votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
independent outsiders William P. Dickey and
John R. D'Eathe for failure to implement the
proposal to submit the company's poison pill to
a shareholder vote.
1.2 Elect Director William P. Dickey
--- Withhold
1.3 Elect Director E. F. Brennan, Ph.D.
--- For
04/27/04 - A Kirby Corp. *KEX* 497266106 03/01/04 21,600
1 Elect Directors For Withhold Mgmt
1.1 Elect Director C. Sean Day ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from C. Berdon Lawrence, William
M. Lamont, Jr., and C. Sean Day for failing to
remove a dead-hand, slow-hand, or similar
feature in the company's poison pill.
1.2 Elect Director William M. Lamont,
Jr. --- Withhold
1.3 Elect Director C. Berdon Lawrence
--- Withhold
2 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
The total cost of the company's plans of 6.58
percent is within the allowable cap for this
company of 11.34 percent. Additionally, this
plan expressly forbids repricing.
05/21/04 - A Knight Transportation, Inc. 499064103 03/22/04 3,415
*KNGT*
1 Elect Directors For Split Mgmt
1.1 Elect Director Kevin P. Knight ---
Withhold
We recommend a vote FOR Michael Garnreiter, but
WITHHOLD votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
insider Kevin P. Knight and affiliated outsider
Randy Knight for failure to establish a
majority independent board.
1.2 Elect Director Randy Knight ---
Withhold
1.3 Elect Director Michael Garnreiter
--- For
04/21/04 - A Kopin Corp. *KOPN* 500600101 03/10/04 63,597
1 Elect Directors For Split Mgmt
1.1 Elect Director John C.C. Fan --- For
We recommend a vote FOR the directors with the
exception of affiliated outsiders Michael A.
Wall and David E. Brook. We recommend that
shareholders WITHHOLD votes from Michael A.
Wall for standing as an affiliated outsider on
the Compensation and Nominating committees and
from David E. Brook for standing as an
affiliated outsider on the Compensation
Committee.
1.2 Elect Director David E. Brook ---
Withhold
1.3 Elect Director Andrew H. Chapman
--- For
1.4 Elect Director Morton Collins ---
For
1.5 Elect Director Chi Chia Hsieh ---
For
1.6 Elect Director Michael A. Wall ---
Withhold
1.7 Elect Director Michael J. Landine
--- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/26/04 - A Kroll Inc. *KROL* 501049100 03/31/04 31,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael G. Cherkasky
--- Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Michael G. Cherkasky and
Simon V. Freakley, from whom we recommend
shareholders WITHHOLD votes for failure to
establish a majority independent board.
1.2 Elect Director Simon V. Freakley
--- Withhold
1.3 Elect Director Raymond E. Mabus ---
For
1.4 Elect Director Joseph R. Wright ---
For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/22/04 - A Lance, Inc. *LNCE* 514606102 03/01/04 700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A LandAmerica Financial Group, 514936103 04/02/04 17,000
Inc. *LFG*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Deferred Compensation Plan For For Mgmt
4 Approve Deferred Compensation Plan For For Mgmt
06/03/04 - A Landry's Restaurants, Inc. 51508L103 04/21/04 25,000
*LNY*
1 Elect Directors For For Mgmt
05/13/04 - A Landstar System, Inc. *LSTR* 515098101 03/19/04 27,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
05/11/04 - A Lawson Products, Inc. *LAWS* 520776105 03/31/04 8,800
1 Elect Directors For For Mgmt
05/26/04 - A Lexington Corporate Properties 529043101 04/12/04 43,000
Trust *LXP*
1 Elect Directors For For Mgmt
1.1 Elect Trustee E. Robert Roskind ---
For
1.2 Elect Trustee Richard J. Rouse ---
For
1.3 Elect Trustee T. Wilson Eglin ---
For
1.4 Elect Trustee Geoffrey Dohrmann ---
For
1.5 Elect Trustee Carl D. Glickman ---
For
1.6 Elect Trustee James Grosfeld --- For
1.7 Elect Trustee Kevin W. Lynch --- For
1.8 Elect Trustee Stanley R. Perla ---
For
1.9 Elect Trustee Seth M. Zachary ---
For
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/06/04 - A Libbey Inc. *LBY* 529898108 03/17/04 12,500
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/06/04 - A Linens 'n Things, Inc. *LIN* 535679104 03/08/04 40,800
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
06/02/04 - A Lone Star Steakhouse & Saloon, 542307103 04/23/04 19,300
Inc. *STAR*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Lone Star Technologies, Inc. 542312103 03/15/04 26,100
*LSS*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For Against Mgmt
04/22/04 - A Lydall, Inc. *LDL* 550819106 02/26/04 900
1 Elect Directors For Split Mgmt
1.1 Elect Director Lee A. Asseo --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider W. Leslie
Duffy. We recommend that shareholders WITHHOLD
votes from W. Leslie Duffy for standing as an
affiliated outsider on the Compensation
Committee and Nominating committees.
1.2 Elect Director Kathleen Burdett ---
For
1.3 Elect Director W. Leslie Duffy ---
Withhold
1.4 Elect Director Matthew T. Farrell
--- For
1.5 Elect Director David Freeman --- For
1.6 Elect Director Suzanne Hammett ---
For
1.7 Elect Director Christopher R.
Skomorowski --- For
1.8 Elect Director S. Carl Soderstrom,
Jr. --- For
1.9 Elect Director Elliott F. Whitely
--- For
1.10 Elect Director Roger M. Widmann ---
For
2 Ratify Auditors For For Mgmt
04/26/04 - A M.D.C. Holdings, Inc. *MDC* 552676108 02/27/04 26,074
1 Elect Directors For For Mgmt
1.1 Elect Director Herbert T. Buchwald
--- For
1.2 Elect Director Larry A. Mizel ---
For
2 Prepare Sustainability Report Against For ShrHoldr
Given the company's current lack of disclosure
and the fact that preparation of this report
will provide shareholders with a more complete
view of the company's policies regarding this
matter, we recommend that shareholders support
this shareholder proposal.
04/27/04 - A Macdermid, Inc. *MRD* 554273102 03/03/04 26,800
1 Elect Directors For For Mgmt
1.1 Elect Director Daniel H. Leever ---
For
1.2 Elect Director Donald G. Ogilvie
--- For
1.3 Elect Director James C. Smith ---
For
1.4 Elect Director Joseph M. Silvestri
--- For
1.5 Elect Director T. Quinn Spitzer ---
For
1.6 Elect Director Robert L. Ecklin ---
For
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/28/04 - A MAF Bancorp, Inc. *MAFB* 55261R108 03/10/04 30,200
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Terry A. Ekl ---
Withhold
We recommend that shareholders WITHHOLD votes
from all the nominees. We recommend that
shareholders WITHHOLD votes from affiliated
outsider Lois B. Vasto for failure to establish
a majority independent board and for standing
as an affiliated outsider on the Nominating
Committee. We also recommend that shareholders
WITHHOLD votes from insiders Jerry A.
Weberling, Thomas R. Perz, and Kenneth R.
Koranda, and from affiliated outsider Terry A.
Ekl for failure to establish a majority
independent board.
1.2 Elect Director Kenneth R. Koranda
--- Withhold
1.3 Elect Director Thomas R. Perz ---
Withhold
1.4 Elect Director Lois B. Vasto ---
Withhold
1.5 Elect Director Jerry A. Weberling
--- Withhold
05/18/04 - A Massey Energy Company *MEE* 576206106 03/31/04 68,600
1 Elect Directors For For Mgmt
1.1 Elect Director William R. Grant ---
For
1.2 Elect Director Dan R. Moore --- For
1.3 Elect Director Martha R. Seger ---
For
2 Ratify Auditors For For Mgmt
3 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
Because we support the submission of golden
parachutes for shareholder ratification as long
as there is no requirement for prior
shareholder approval, we believe that this
proposal warrants shareholder support.
06/24/04 - A Material Sciences Corp. *MSC* 576674105 04/28/04 9,500
1 Elect Directors For For Mgmt
1.1 Elect Director Avrum Gray --- For
1.2 Elect Director Frank L. Hohmann III
--- For
1.3 Elect Director Dr. Ronald A. Mitsch
--- For
1.4 Elect Director Dr. Mary P. Quin ---
For
1.5 Elect Director John P. Reilly ---
For
1.6 Elect Director John D. Roach --- For
1.7 Elect Director Curtis G. Solsvig
III --- For
1.8 Elect Director Ronald L. Stewart
--- For
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/03/04 - A Maverick Tube Corp. *MVK* 577914104 03/05/04 35,666
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
4 Ratify Auditors For For Mgmt
05/25/04 - A Merit Medical Systems, Inc. 589889104 04/20/04 23,400
*MMSI*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/12/04 - A Meritage Corporation *MTH* 59001A102 03/31/04 11,485
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
05/11/04 - A MGI Pharma, Inc. *MOGN* 552880106 03/15/04 28,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Andrew J. Ferrara
--- For
We recommend a vote FOR the directors with the
exception of independent outsider David B.
Sharrock. We recommend that shareholders
WITHHOLD votes from David B. Sharrock for poor
attendance.
1.2 Elect Director Gilla Kaplan, Ph.D.
--- For
1.3 Elect Director Edward W. Mehrer ---
For
1.4 Elect Director Hugh E. Miller ---
For
1.5 Elect Director Leon O. Moulder, Jr.
--- For
1.6 Elect Director Lee J. Schroeder ---
For
1.7 Elect Director David B. Sharrock
--- Withhold
1.8 Elect Director Waneta C. Tuttle,
Ph.D. --- For
1.9 Elect Director Arthur L. Weaver,
M.D. --- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/11/04 - A Midas, Inc. *MDS* 595626102 03/24/04 13,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/09/04 - A Milacron Inc. *MZ* 598709103 04/15/04 31,699
1 Increase Authorized Common Stock For For Mgmt
2 Adjust Par Value of Common Stock For For Mgmt
3 Amend Articles For For Mgmt
4 Authorize New Class of Preferred For For Mgmt
Stock
5 Approve Issuance of For For Mgmt
Warrants/Convertible Debentures
6 Issue Common Stock in Conjunction For For Mgmt
with Rights Offering
7 Amend Articles For For Mgmt
8 Amend Articles For For Mgmt
9 Reduce Par Value of Serial For For Mgmt
Preference Stock
10 Elect Directors For For Mgmt
10.1 Elect Director David L. Burner ---
For
10.2 Elect Director Joseph A. Steger ---
For
10.3 Elect Director Steven N. Isaacs ---
For
11 Approve Omnibus Stock Plan For For Mgmt
12 Ratify Auditors For For Mgmt
13 Limit Executive Compensation Against Against ShrHoldr
In this case, the restricted stock granted to
executives was performance-based and there were
no bonuses or options grants to top executives
paid in 2003. In view of the company's ongoing
restructuring and refinancing, we believe that
retention of management is important. The
proposal is too restrictive as it calls for a
ban on options and restricted stock, which are
long term incentive components.
04/29/04 - A Mueller Industries, Inc. *MLI* 624756102 03/08/04 31,200
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Gennaro J. Fulvio
--- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Robert B. Hodes for
standing as an affiliated outsider on the
Nominating Committee and failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill, Gennaro J. Fulvio, Gary
S. Gladstein, and Terry Hermanson for failing
to remove a dead-hand, slow-hand, or similar
feature in the company's poison pill, and
William D. O'Hagan, Harvey L. Carp and Robert
B. Hodes for failing to remove a dead-hand,
slow-hand, or similar feature in the company's
poison pill and failing to create a majority
independent board.
1.2 Elect Director Gary S. Gladstein
--- Withhold
1.3 Elect Director Terry Hermanson ---
Withhold
1.4 Elect Director Robert B. Hodes ---
Withhold
1.5 Elect Director Harvey L. Karp ---
Withhold
1.6 Elect Director William D. O'Hagan
--- Withhold
2 Ratify Auditors For For Mgmt
04/21/04 - A Myers Industries, Inc. *MYE* 628464109 03/05/04 27,585
1 Elect Directors For For Mgmt
05/28/04 - A Nature's Sunshine Products, 639027101 04/09/04 12,700
Inc. *NATR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard G. Hinckley
--- For
We recommend that shareholders vote FOR Richard
G. Hinckley but WITHHOLD votes from affilaited
outsider Eugene L. Hughes. We recommend that
shareholders WITHHOLD votes from Eugene L.
Hughes for failure to establish a majority
independent board.
1.2 Elect Director Eugene L. Hughes ---
Withhold
2 Ratify Auditors For For Mgmt
06/07/04 - A NAUTILUS GROUP INC *NLS* 63910B102 04/09/04 178
1 Elect Directors For Split Mgmt
1.1 Elect Director Peter A. Allen ---
For
We recommend a vote FOR the directors with the
exceptions of independent outsiders Paul F.
Little, Robert S. Falcone and Kirkland C. Aly.
We recommend that shareholders WITHHOLD votes
from Audit Committee members Paul F. Little,
Robert S. Falcone and Kirkland C. Aly for
paying excessive non-audit fees.
1.2 Elect Director Kirkland C. Aly ---
Withhold
1.3 Elect Director Robert S. Falcone
--- Withhold
1.4 Elect Director Greggory C. Hammann
--- For
1.5 Elect Director Frederick T. Hull
--- For
1.6 Elect Director Paul F. Little ---
Withhold
1.7 Elect Director James M. Weber ---
For
2 Ratify Auditors For Against Mgmt
04/26/04 - A NBTY, Inc. *NTY* 628782104 03/22/04 60,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/17/04 - A NCO Group, Inc. *NCOG* 628858102 04/02/04 24,414
1 Elect Directors For Split Mgmt
1.1 Elect Director W. C. Dunkelberg
Ph.D. --- For
We recommend a vote FOR W. C. Dunkelberg Ph.D.,
but WITHHOLD votes from affiliated outsider
Allen F. Wise. We recommend that shareholders
WITHHOLD votes from Allen F. Wise for standing
as an affiliated outsider on the Audit,
Compensation, and Nominating committees and for
failure to establish a majority independent
board.
1.2 Elect Director Allen F. Wise ---
Withhold
2 Approve Omnibus Stock Plan For For Mgmt
05/26/04 - A Netegrity, Inc. *NETE* 64110P107 03/30/04 34,200
1 Elect Directors For Split Mgmt
1.1 Elect Director Sandra E. Bergeron
--- For
We recommend a vote FOR the directors with the
exception of independent outsider Eric R.
Giler. We recommend that shareholders WITHHOLD
votes from Eric R. Giler for poor attendance.
1.2 Elect Director Barry N. Bycoff ---
For
1.3 Elect Director Eric R. Giler ---
Withhold
1.4 Elect Director Lawrence D. Lenihan,
Jr. --- For
1.5 Elect Director Ronald T. Maheu ---
For
1.6 Elect Director Ralph B. Wagner ---
For
2 Approve Omnibus Stock Plan For For Mgmt
3 Adjourn Meeting For Against Mgmt
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
05/06/04 - A Newfield Exploration Co. *NFX* 651290108 03/19/04 51,100
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
05/27/04 - A Northwest Natural Gas Co. 667655104 04/08/04 23,506
*NWN*
1 Elect Directors For For Mgmt
05/18/04 - A Noven Pharmaceuticals, Inc. 670009109 04/07/04 20,500
*NOVN*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/14/04 - S Nuevo Energy Co. 670509108 04/12/04 17,700
1 Approve Merger Agreement For For Mgmt
05/03/04 - A NVR, Inc. *NVR* 62944T105 03/01/04 3,468
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Establish Range For Board Size For For Mgmt
4 Amend Director Qualifications For For Mgmt
5 Amend Bylaws For For Mgmt
6 Establish Range For Board Size For For Mgmt
7 Amend Bylaws For For Mgmt
8 Prepare Sustainability Report Against Against ShrHoldr
05/13/04 - A O'Charley's Inc. *CHUX* 670823103 03/18/04 19,100
1 Elect Directors For For Mgmt
05/14/04 - A Oceaneering International, 675232102 03/22/04 22,200
Inc. *OII*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/15/04 - A On Assignment, Inc. *ASGN* 682159108 04/23/04 22,900
1 Elect Directors For Split Mgmt
1.1 Elect Director William E. Brock ---
For
We recommend a vote FOR William E. Brock, but
WITHHOLD votes from affiliated outsider Elliot
Ettenberg. We recommend that shareholders
WITHHOLD votes from Elliot Ettenberg for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director Elliott Ettenberg
--- Withhold
2 Ratify Auditors For For Mgmt
05/04/04 - A Oshkosh B *GOSHA* 688222207 03/05/04 5,439
1 Elect Directors For For Mgmt
06/10/04 - A Osteotech, Inc. *OSTE* 688582105 04/19/04 15,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard W. Bauer ---
Withhold
We recommend a vote FOR Stephen S. Galliker,
but WITHHOLD votes from all the other nominees.
We recommend that shareholders WITHHOLD votes
from independent outsiders Stephen J. Sogin,
Ph.D., John Phillip Kostuik, M.D., FRCS(C),
Donald D. Johnston, Kenneth P. Fallon, III, and
insiders Michael J. Jeffries and Richard W.
Bauer for failing to remove a dead-hand,
slow-hand, or similar feature in the company's
poison pill.
1.2 Elect Director Kenneth P. Fallon,
III --- Withhold
1.3 Elect Director Stephen S. Galliker
--- For
1.4 Elect Director Michael J. Jeffries
--- Withhold
1.5 Elect Director Donald D. Johnston
--- Withhold
1.6 Elect Director John Phillip
Kostuik, M.D. --- Withhold
1.7 Elect Director Stephen J. Sogin,
Ph.D. --- Withhold
2 Ratify Auditors For For Mgmt
04/29/04 - A Owens & Minor, Inc. *OMI* 690732102 03/03/04 34,600
1 Elect Directors For Split Mgmt
1.1 Elect Director A. Marshall Acuff,
Jr. --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Anne Marie
Whittemore. We recommend that shareholders
WITHHOLD votes from Anne Marie Whittemore for
standing as an affiliated outsider on the
Compensation and Nominating Committees.
1.2 Elect Director Henry A. Berling ---
For
1.3 Elect Director James B. Farinholt,
Jr. --- For
1.4 Elect Director Anne Marie
Whittemore --- Withhold
2 Ratify Auditors For For Mgmt
04/23/04 - A P.F. Chang's China Bistro Inc 69333Y108 02/27/04 19,599
*PFCB*
1 Elect Directors For For Mgmt
1.1 Elect Director Richard L. Federico
--- For
1.2 Elect Director R. Michael Welborn
--- For
1.3 Elect Director James D. Shennan,
Jr. --- For
1.4 Elect Director F. Lane Cardwell,
Jr. --- For
1.5 Elect Director Kenneth J. Wessels
--- For
1.6 Elect Director M. Ann Rhoades ---
For
1.7 Elect Director Lesley H. Howe ---
For
2 Ratify Auditors For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Adjourn Meeting For Against Mgmt
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
05/19/04 - A Pacific Sunwear of California, 694873100 04/05/04 71,387
Inc. *PSUN*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A Papa John *PZZA* 698813102 03/26/04 500
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director Stock For Against Mgmt
Option Plan
The total cost of the company's plans of 10.86
percent is above the allowable cap for this
company of 5.19 percent.
3 Ratify Auditors For For Mgmt
05/20/04 - A Patina Oil & Gas Corp. *POG* 703224105 04/07/04 62,174
1 Elect Directors For For Mgmt
1.1 Elect Director Charles E. Bayless
--- For
1.2 Elect Director Jeffrey L. Berenson
--- For
1.3 Elect Director Robert J. Clark ---
For
1.4 Elect Director Jay W. Decker --- For
1.5 Elect Director Thomas J. Edelman
--- For
1.6 Elect Director Elizabeth K. Lanier
--- For
1.7 Elect Director Alexander P. Lynch
--- For
1.8 Elect Director Paul M. Rady --- For
1.9 Elect Director Jon R. Whitney ---
For
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/29/04 - A Paxar Corp. *PXR* 704227107 03/19/04 35,800
1 Elect Directors For For Mgmt
06/03/04 - A PCTEL, Inc. *PCTI* 69325Q105 04/19/04 18,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A Pediatrix Medical Group, Inc. 705324101 03/15/04 21,400
*PDX*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Cesar L. Alvarez ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Michael B. Fernandez for
standing as an affiliated outsider on the Audit
and Compensation committees, from Michael B.
Fernandez and Cesar L. Alvarez for standing as
affiliated outsiders on the Nominating
Committee, from Roger J. Medel, M.D., Paul G.
Gabos, Roger K. Freeman, M.D., Michael B.
Fernandez, Waldemar A. Carlo, M.D., and Cesar
L. Alvarez for failing to remove a modified
dead-hand feature in the company's poison pill,
and from Lawrence M. Mullen, Roger J. Medel,
M.D., Michael B. Fernandez, and Cesar L.
Alvarez for failure to establish a majority
independent board.
1.2 Elect Director Waldemar A. Carlo,
M.D. --- Withhold
1.3 Elect Director Michael B. Fernandez
--- Withhold
1.4 Elect Director Roger K. Freeman,
M.D. --- Withhold
1.5 Elect Director Paul G. Gabos ---
Withhold
1.6 Elect Director Roger J. Medel, M.D.
--- Withhold
1.7 Elect Director Lawrence M. Mullen
--- Withhold
2 Approve Omnibus Stock Plan For For Mgmt
05/19/04 - A Performance Food Group Co. 713755106 03/29/04 41,800
*PFGC*
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
05/19/04 - A Pharmaceutical Product 717124101 03/19/04 51,100
Development, Inc. *PPDI*
1 Elect Directors For Split Mgmt
1.1 Elect Director Stuart Bondurant,
M.D. --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider John A.
McNeill, Jr. We recommend that shareholders
WITHHOLD votes from John A. McNeill, Jr. for
standing as an affiliated outsider on the Audit
and Compensation committees.
1.2 Elect Director Frederick Frank ---
For
1.3 Elect Director Terry Magnuson,
Ph.D. --- For
1.4 Elect Director Fredric N. Eshelman
--- For
1.5 Elect Director David L. Grange ---
For
1.6 Elect Director Ernest Mario, Ph.D.
--- For
1.7 Elect Director Marye Anne Fox ---
For
1.8 Elect Director Catherine M. Klema
--- For
1.9 Elect Director John A. McNeill, Jr.
--- Withhold
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/29/04 - A Philadelphia Consolidated 717528103 03/31/04 20,000
Holding Corp. *PHLY*
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/15/04 - A Phillips-Van Heusen Corp. 718592108 04/20/04 27,800
*PVH*
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/04/04 - A Pinnacle Entertainment, Inc. 723456109 03/31/04 32,200
*PNK*
1 Elect Directors For For Mgmt
04/28/04 - A Piper Jaffray Cos *PJC* 724078100 03/03/04 17,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/20/04 - A PolyOne Corp. *POL* 73179P106 03/22/04 83,700
1 Elect Directors For For Mgmt
2 Amend Deferred Compensation Plan For For Mgmt
04/30/04 - A Pope & Talbot, Inc. *POP* 732827100 03/10/04 14,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/03/04 - A Power Integrations, Inc. 739276103 04/12/04 27,500
*POWI*
1 Elect Directors For Split Mgmt
1.1 Elect Director R. Scott Brown ---
For
We recommend a vote FOR R. Scott Brown but
WITHHOLD votes from affiliated outsider Steven
J. Sharp. We recommend that shareholders
WITHHOLD votes from Steven J. Sharp for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director Steven J. Sharp ---
Withhold
2 Amend Stock Option Plan For Against Mgmt
The total cost of the company's plans of 24.72
percent is above the allowable cap for this
company of 19.83 percent. Additionally, the
plan allows repricing of underwater stock
options without shareholder approval, which we
believe reduces the incentive value of the plan.
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/28/04 - A Pre-Paid Legal Services, Inc. 740065107 04/02/04 300
*PPD*
1 Elect Directors For For Mgmt
05/19/04 - A Presidential Life Corp. *PLFE* 740884101 04/09/04 26,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Donald Barnes ---
Withhold
We recommend a vote FOR the directors with the
exception of insiders Herbert Kurz and Donald
L. Barnes. We recommend that shareholders
WITHHOLD votes from Herbert Kurz for standing
as an insider on the Compensation Committee and
for failure to establish an independent
nominating committee. We also recommend
WITHHOLDING votes from Donald L. Barnes for
failure to establish an independent nominating
committee.
1.2 Elect Director Richard A. Giesser
--- For
1.3 Elect Director Herbert Kurz ---
Withhold
1.4 Elect Director P. Frederick Pape,
Jr. --- For
1.5 Elect Director Lawrence Rivkin ---
For
2 Ratify Auditors For For Mgmt
05/20/04 - A Prima Energy Corp. *PENG* 741901201 04/12/04 11,800
1 Elect Directors For For Mgmt
2 Amend Non-Employee Director Stock For For Mgmt
Option Plan
3 Ratify Auditors For For Mgmt
05/20/04 - A Prime Hospitality Corp. *PDQ* 741917108 04/07/04 40,700
1 Elect Directors For For Mgmt
05/17/04 - A Priority Healthcare Corp. 74264T102 03/18/04 39,432
*PHCC*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
04/22/04 - A Progress Software Corp. *PRGS* 743312100 02/26/04 30,900
1 Fix Number of Directors For For Mgmt
2 Elect Directors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
04/21/04 - A Provident Bankshares Corp. 743859100 03/01/04 15,464
*PBKS*
1 Elect Directors For Split Mgmt
1.1 Elect Director Melvin A. Bilal ---
For
We recommend a vote FOR the directors with the
exception of Ward B. Coe, III. We recommend
that shareholders WITHHOLD votes from Ward B.
Coe, III for standing as an affiliated outsider
on the Nominating Committee.
1.2 Elect Director Ward B. Coe, III ---
Withhold
1.3 Elect Director William J. Crowley,
Jr. --- For
1.4 Elect Director Gary N. Geisel ---
For
1.5 Elect Director Bryan J. Logan ---
For
1.6 Elect Director Frederick W. Meier,
Jr. --- For
2 Approve Merger Agreement For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/18/04 - A Province Healthcare Co. *PRV* 743977100 03/23/04 44,450
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/08/04 - A QRS Corp. *QRSI* 74726X105 04/16/04 14,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
05/05/04 - A Quaker Chemical Corp. *KWR* 747316107 03/05/04 8,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/10/04 - A Rare Hospitality 753820109 03/16/04 30,750
International, Inc. *RARE*
1 Elect Directors For Split Mgmt
1.1 Elect Director James D. Dixon ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Ronald W. San
Martin. We recommend that shareholders WITHHOLD
votes from Ronald W. San Martin for standing as
an affiliated outsider on the Audit Committee.
1.2 Elect Director Eugene I. Lee, Jr.
--- For
1.3 Elect Director Ronald W. San Martin
--- Withhold
1.4 Elect Director Roger L. Boeve ---
For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/22/04 - A Regal-Beloit Corp. *RBC* 758750103 02/27/04 22,300
1 Elect Directors For For Mgmt
06/11/04 - A Regeneron Pharmaceuticals, 75886F107 04/16/04 34,537
Inc. *REGN*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Leonard S.
Schleifer, M.D., Ph.D. --- Withhold
We recommend that shareholders WITHHOLD votes
from all of the nominees. We recommend that
shareholders WITHHOLD votes from insiders
Leonard S. Schleifer, M.D., Ph.D., George D.
Yancopoulos, M.D., Ph.D., and affiliated
outsider Eric M. Shooter, Ph.D., for failure to
establish a majority independent board.
1.2 Elect Director Eric M. Shooter,
Ph.D. --- Withhold
1.3 Elect Director George D.
Yancopoulos, M.D., Ph.D. ---
Withhold
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 21.07
percent is above the allowable cap for this
company of 14.70 percent. Equity grants
including stock options, restricted stock and
other forms of long-term incentive awards to
top five named executive officers were 25.02
percent of the total shares awarded in the
current year.
05/04/04 - A RehabCare Group, Inc. *RHB* 759148109 03/08/04 12,473
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/19/04 - A Reliance Steel & Aluminum Co. 759509102 04/08/04 29,200
*RS*
1 Change Range for Size of the Board For For Mgmt
2 Amend Non-Employee Director Stock For For Mgmt
Option Plan
3 Elect Directors For Split Mgmt
3.1 Elect Director Joe D. Crider ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Joe D. Crider.
We recommend that shareholders WITHHOLD votes
from Joe D. Crider for standing as an
affiliated outsider on the Compensation and
Nominating committees.
3.2 Elect Director Thomas W. Gimbel ---
For
3.3 Elect Director David H. Hannah ---
For
3.4 Elect Director Gregg J. Mollins ---
For
4 Approve Stock Option Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/24/04 - A Remington Oil & Gas Corp. 759594302 03/31/04 24,400
*REM*
1 Elect Directors For For Mgmt
1.1 Elect Director John E. Goble, Jr.
--- For
1.2 Elect Director William E. Greenwood
--- For
1.3 Elect Director Robert P. Murphy ---
For
1.4 Elect Director David E. Preng ---
For
1.5 Elect Director Thomas W. Rollins
--- For
1.6 Elect Director Alan C. Shapiro ---
For
1.7 Elect Director James A. Watt --- For
2 Approve Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
repricing without shareholder approval.
However, the total cost of the company's plan
of 12.16 percent is above the allowable cap for
this company of 10.44 percent. The
aggregate number of options issued to the
company's named executives in 2003 represents
29.44 percent of the total options granted for
that year.
06/09/04 - A Renal Care Group, Inc. *RCI* 759930100 04/12/04 41,350
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
4 Increase Authorized Common Stock For For Mgmt
04/28/04 - A Republic Bancorp, Inc. *RBNC* 760282103 03/10/04 58,020
1 Elect Directors For For Mgmt
2 Amend Non-Employee Director Stock For For Mgmt
Option Plan
05/27/04 - A Riggs National Corp. *RIGS* 766570105 04/20/04 26,100
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert L. Allbritton
--- Withhold
We recommend a vote FOR the directors with the
exceptions of J. Carter Beese, Jr., Lawrence I.
Hebert, Robert L. Allbritton, Jack Valenti,
Robert L. Sloan, Steven B. Pfeiffer, and
Charles A. Camalier III. We recommend
shareholders WITHHOLD votes from Jack Valenti
for poor attendance, from Steven B. Pfeiffer
and Charles A. Camalier III for standing as
affiliated outsiders on the Audit and
Nominating committees, from Audit Committee
members Robert L. Sloan, Steven B. Pfeiffer,
and Charles A. Camalier III for paying
excessive non-audit fees, and from Robert L.
Allbritton, Steven B. Pfeiffer, Charles A.
Camalier III, J. Carter Beese, Jr., and
Lawrence I. Hebert for failure to establish a
majority independent board.
1.2 Elect Director J. Carter Beese, Jr.
--- Withhold
1.3 Elect Director Charles A. Camalier
III --- Withhold
1.4 Elect Director Lawrence I. Hebert
--- Withhold
1.5 Elect Director Steven B. Pfeiffer
--- Withhold
1.6 Elect Director Robert L. Sloan ---
Withhold
1.7 Elect Director Anthony P.
Terracciano --- For
1.8 Elect Director Jack Valenti ---
Withhold
1.9 Elect Director William L. Walton
--- For
1.10 Elect Director Eddie N. Williams
--- For
2 Ratify Auditors For Against Mgmt
3 Political Contributions Against Against ShrHoldr
05/06/04 - A RLI Corp. *RLI* 749607107 03/08/04 22,296
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director Stock For For Mgmt
Option Plan
04/29/04 - A Rogers Corp. *ROG* 775133101 03/04/04 14,700
1 Fix Number of Directors For For Mgmt
We believe that the proposed change is minor
and that it is not motivated by a desire to
entrench management.
2 Elect Directors For Split Mgmt
2.1 Elect Director Leonard M. Baker ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Leonard M.
Baker. We recommend that shareholders WITHHOLD
votes from Leonard M. Baker for standing as an
affiliated outsider on the Nominating Committee.
2.2 Elect Director Walter E. Boomer ---
For
2.3 Elect Director Edward L. Diefenthal
--- For
2.4 Elect Director Gregory B. Howey ---
For
2.5 Elect Director Leonard R. Jaskol
--- For
2.6 Elect Director Eileen S. Kraus ---
For
2.7 Elect Director William E. Mitchell
--- For
2.8 Elect Director Robert G. Paul ---
For
2.9 Elect Director Robert D. Wachob ---
For
3 Ratify Auditors For For Mgmt
4 Alter Mandatory Retirement Policy For For Mgmt
for Directors
05/26/04 - A Roper Industries, Inc. *ROP* 776696106 03/31/04 32,800
1 Elect Directors For For Mgmt
1.1 Elect Director Brian D. Jellison
--- For
1.2 Elect Director W. Lawrence Banks
--- For
1.3 Elect Director David W. Devonshire
--- For
1.4 Elect Director John F. Fort III ---
For
2 Amend Omnibus Stock Plan For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/30/04 - A RTI International Metals, Inc. 74973W107 03/01/04 18,600
*RTI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/18/04 - A Rudolph Technologies, Inc. 781270103 03/31/04 15,000
*RTEC*
1 Elect Directors For Split Mgmt
1.1 Elect Director Daniel H. Berry ---
Withhold
We recommend a vote FOR Thomas G. Greig, but
WITHHOLD votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
affiliated outsider Daniel H. Berry for
standing as an affiliated outsider on the Audit
and Compensation committees and from affiliated
outsider Richard F. Spanier for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Thomas G. Greig ---
For
1.3 Elect Director Richard F. Spanier
--- Withhold
2 Ratify Auditors For For Mgmt
05/05/04 - A Russ Berrie and Company, Inc. 782233100 03/15/04 18,900
*RUS*
1 Elect Directors For For Mgmt
04/21/04 - A Russell Corp. *RML* 782352108 03/05/04 29,700
1 Elect Directors For Split Mgmt
1.1 Elect Director C.V. Nalley III ---
For
We recommend shareholders vote FOR the
nominees, with the exception of John A. White,
from whom we recommend shareholders WITHHOLD
votes for standing as an affiliated outsider on
the Audit and Nominating committees and for
failure to establish a majority independent
board
1.2 Elect Director John R. Thomas ---
For
1.3 Elect Director John A. White ---
Withhold
2 Change State of Incorporation from For For Mgmt
Alabama to Delaware
05/05/04 - A Ryan's Restaurant Group, Inc. 783519101 03/03/04 37,600
*RYAN*
1 Elect Directors For Split Mgmt
1.1 Elect Director Charles D. Way ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider James M.
Shoemaker, Jr.. We recommend that shareholders
WITHHOLD votes from James M. Shoemaker, Jr. for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director G. Edwin Mccranie
--- For
1.3 Elect Director James M. Shoemaker,
Jr. --- Withhold
1.4 Elect Director Barry L. Edwards ---
For
1.5 Elect Director Harold K. Roberts,
Jr. --- For
1.6 Elect Director Brian S. Mackenzie
--- For
1.7 Elect Director James D. Cockman ---
For
2 Change Company Name For For Mgmt
3 Ratify Auditors For For Mgmt
04/21/04 - A Ryerson Tull, Inc. *RT* 78375P107 03/03/04 22,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
04/29/04 - A Schweitzer-Mauduit 808541106 03/04/04 13,500
International Inc. *SWM*
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
05/06/04 - A SCP Pool Corp. *POOL* 784028102 03/12/04 32,275
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/20/04 - A SCPIE Holdings Inc. *SKP* 78402P104 03/22/04 100
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
05/19/04 - A SEACOR HOLDINGS INC. *CKH* 811904101 03/24/04 16,950
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A Select Comfort Corporation 81616X103 04/02/04 22,000
*SCSS*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/28/04 - A Selective Insurance Group, 816300107 03/10/04 24,100
Inc. *SIGI*
1 Elect Directors For For Mgmt
06/29/04 - A Shurgard Storage Centers, Inc. 82567D104 06/03/04 42,200
*SHU*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
04/07/04 - A Simpson Manufacturing Co., 829073105 02/09/04 21,400
Inc. *SSD*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
05/04/04 - A SkyWest, Inc. *SKYW* 830879102 03/31/04 52,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Jerry C. Atkin ---
For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Sidney J.
Atkin, Steven F. Udvar-Hazy, and J. Ralph
Atkin. We recommend that shareholders WITHHOLD
votes from Sidney J. Atkin for standing as
affiliated outsider on the Compensation and
Nominating & Governance committees, Steven F.
Udvar-Hazy for standing as affiliated outsider
on the Compensation Committee, and J. Ralph
Atkin for standing as affiliated outsider on
the Compensation Committee.
1.2 Elect Director J. Ralph Atkin ---
Withhold
1.3 Elect Director Steven F. Udvar-Hazy
--- Withhold
1.4 Elect Director Ian M. Cumming ---
For
1.5 Elect Director W. Steve Albrecht
--- For
1.6 Elect Director Mervyn K. Cox --- For
1.7 Elect Director Sidney J. Atkin ---
Withhold
1.8 Elect Director Hyrum W. Smith ---
For
1.9 Elect Director Robert G. Sarver ---
For
2 Ratify Auditors For For Mgmt
05/26/04 - A SOURCECORP, Inc. *SRCP* 836167106 04/13/04 14,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Thomas C. Walker ---
Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders G. Michael
Bellenghi and David Lowenstein, and insiders Ed
H. Bowman, Jr. and Thomas C. Walker. We
recommend that shareholders WITHHOLD votes from
G. Michael Bellenghi for standing as an
affiliated outsider on the Audit and Nominating
committees and for failure to establish a
majority independent board. We also recommend
that shareholders WITHHOLD votes from David
Lowenstein, Ed H. Bowman, Jr. and Thomas C.
Walker for failure to establish a majority
independent board.
1.2 Elect Director Ed H. Bowman, Jr.
--- Withhold
1.3 Elect Director David Lowenstein ---
Withhold
1.4 Elect Director G. Michael Bellenghi
--- Withhold
1.5 Elect Director Michael J. Bradley
--- For
1.6 Elect Director Donald F. Moorehead,
Jr. --- For
1.7 Elect Director Edward M. Rowell ---
For
05/05/04 - A Southwest Bancorporation of 84476R109 03/25/04 31,300
Texas, Inc. *SWBT*
1 Elect Directors For For Mgmt
2 Approve Deferred Compensation Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/06/04 - A Southwest Gas Corp. *SWX* 844895102 03/09/04 31,100
1 Elect Directors For For Mgmt
2 Approve/Amend Executive Incentive For Against Mgmt
Bonus Plan
We recognize that cash and stock bonus plans
such as this one can be an important part of an
executive's overall pay package, along with
stock-based plans tied to long-term total
shareholder returns. Over the long term, stock
prices are an excellent indicator of management
performance. However, other factors, such as
economic conditions and investor reaction to
the stock market in general and certain
industries in particular, can greatly impact
the company's stock price. As a result, a bonus
plan can effectively reward individual
performance and the achievement of business
unit objectives that are independent of
short-term market share price fluctuations. The
performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives,
and industry-specific measures for assessing
market competitiveness. Moreover, preservation
of the full deductibility of all compensation
paid reduces the company's corporate tax
obligation. However, since this plan reserves
shares, we estimated the total cost of the
company's plans of 5.51 percent, which is above
the allowable cap for this company of 5.33
percent.
3 Ratify Auditors For For Mgmt
05/12/04 - A Southwestern Energy Co. *SWN* 845467109 03/16/04 32,600
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/18/04 - A Spherion Corp. *SFN* 848420105 03/24/04 54,800
1 Elect Directors For For Mgmt
2 Amend Articles For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/05/04 - A Spinnaker Exploration Company 84855W109 03/12/04 16,402
*SKE*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A St. Mary Land & Exploration 792228108 04/12/04 25,800
Co. *SM*
1 Elect Directors For For Mgmt
2 Approve Restricted Stock Plan For For Mgmt
05/20/04 - A Standard Motor Products, Inc. 853666105 04/09/04 7,650
*SMP*
1 Elect Directors For Split Mgmt
1.1 Elect Director Marilyn F. Cragin
--- Withhold
We recommend a vote FOR the directors with the
exceptions of insider Lawrence I. Sills and
affiliated outsiders Arthur S. Sills, Arthur D.
Davis and Marilyn F. Cragin. We recommend that
shareholders WITHHOLD votes from Lawrence I.
Sills, Arthur S. Sills, Arthur D. Davis, and
Marilyn F. Cragin for failure to disclose the
members of the nominating committee and for
failure to establish a majority independent
board.
1.2 Elect Director Arthur D. Davis ---
Withhold
1.3 Elect Director Robert M. Gerrity
--- For
1.4 Elect Director John L. Kelsey ---
For
1.5 Elect Director Kenneth A. Lehman
--- For
1.6 Elect Director Arthur S. Sills ---
Withhold
1.7 Elect Director Lawrence I. Sills
--- Withhold
1.8 Elect Director Frederick D.
Sturdivant --- For
1.9 Elect Director William H. Turner
--- For
2 Approve Stock Option Plan For For Mgmt
3 Approve Non-Employee Director Stock For For Mgmt
Option Plan
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's rights plan was not
approved by shareholders nor does it embody the
above features that we recommend. We therefore
agree with the proponent that the current pill
should be put to a shareholder vote or redeemed
and that any new pill be put to a shareholder
vote.
05/12/04 - A Standard Pacific Corp. *SPF* 85375C101 03/17/04 29,900
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/07/04 - A StarTek, Inc. *SRT* 85569C107 04/02/04 13,000
1 Elect Directors For Split Mgmt
1.1 Elect Director A. Emmet Stephenson,
Jr --- Withhold
We recommend a vote FOR the directors with the
exception of insider A. Emmet Stephenson, Jr..
We recommend that shareholders WITHHOLD votes
from A. Emmet Stephenson, Jr. for standing as
an insider on the Compensation and Nominating
committees.
1.2 Elect Director William E. Meade,
Jr. --- For
1.3 Elect Director Ed Zschau --- For
1.4 Elect Director Hank Brown --- For
1.5 Elect Director Michael S. Shannon
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
4 Ratify Auditors For For Mgmt
06/08/04 - A Stein Mart, Inc. *SMRT* 858375108 04/09/04 38,100
1 Elect Directors For Split Mgmt
1.1 Elect Director Alvin R. Carpenter
--- For
We recommend a vote FOR the directors with the
exceptions of independent outsiders James H.
Winston and Linda McFarland Farthing. We
recommend that shareholders WITHHOLD votes from
Audit Committee members James H. Winston and
Linda McFarland Farthing for paying excessive
non-audit fees.
1.2 Elect Director Linda McFarland
Farthing --- Withhold
1.3 Elect Director Michael D. Fisher
--- For
1.4 Elect Director Mitchell W. Legler
--- For
1.5 Elect Director Michael D. Rose ---
For
1.6 Elect Director Richard L. Sisisky
--- For
1.7 Elect Director Jay Stein --- For
1.8 Elect Director Martin E. Stein, Jr.
--- For
1.9 Elect Director J. Wayne Weaver ---
For
1.10 Elect Director John H. Williams,
Jr. --- For
1.11 Elect Director James H. Winston ---
Withhold
04/26/04 - A Sterling Bancshares, Inc. /TX 858907108 02/27/04 39,500
*SBIB*
1 Elect Directors For For Mgmt
2 Approve Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/30/04 - A Stewart Information Services 860372101 03/02/04 16,000
Corp. *STC*
1 Elect Directors For For Mgmt
05/20/04 - A Stone Energy Corp. *SGY* 861642106 03/25/04 24,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/12/04 - A Sunrise Senior Living Inc. 86768K106 03/16/04 4,806
*SRZ*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Craig R. Callen ---
Withhold
We recommend that shareholders WITHHOLD votes
from all of the nominees. We recommend that
shareholders WITHHOLD votes from affiliated
outsider Craig R. Callen and insider Paul J.
Klaassen for failure to establish a majority
independent board.
1.2 Elect Director Paul J. Klaassen ---
Withhold
04/21/04 - S Susquehanna Bancshares, Inc. 869099101 03/11/04 36,400
*SUSQ*
1 Approve Merger Agreement For For Mgmt
2 Other Business For Against Mgmt
06/10/04 - A Susquehanna Bancshares, Inc. 869099101 03/31/04 36,300
*SUSQ*
1 Elect Directors For Split Mgmt
1.1 Elect Director Wayne E. Alter, Jr.
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider T. Max Hall.
We recommend that shareholders WITHHOLD votes
from T. Max Hall for standing as an affiliated
outsider on the Nominating Committee.
1.2 Elect Director James G. Apple ---
For
1.3 Elect Director John M. Denlinger
--- For
1.4 Elect Director Chloe R.
Eichelberger --- For
1.5 Elect Director T. Max Hall ---
Withhold
1.6 Elect Director William B. Zimmerman
--- For
1.7 Elect Director E. Susan Piersol ---
For
05/11/04 - A Swift Energy Co. *SFY* 870738101 03/30/04 25,100
1 Elect Directors For For Mgmt
06/17/04 - A Take-Two Interactive Software, 874054109 05/12/04 40,600
Inc. *TTWO*
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
04/28/04 - A TBC Corp. *TBCC* 872180104 03/08/04 19,900
1 Elect Directors For For Mgmt
1.1 Elect Director Michael E. Dunlap
--- For
1.2 Elect Director C. A. Ledsinger, Jr.
--- For
1.3 Elect Director William J. Mccarthy
--- For
1.4 Elect Director Raymond E. Schultz
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/19/04 - A Technitrol, Inc. *TNL* 878555101 03/05/04 36,700
1 Elect Directors For For Mgmt
04/28/04 - A Teledyne Technologies, Inc. 879360105 03/08/04 29,500
*TDY*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/12/04 - A TETRA Technologies, Inc. *TTI* 88162F105 03/15/04 20,050
1 Elect Directors For For Mgmt
1.1 Elect Director Ralph S. Cunningham
--- For
1.2 Elect Director Tom H. Delimitros
--- For
1.3 Elect Director Geoffrey M. Hertel
--- For
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Approve Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 59.56 percent is above the allowable cap for
this company of 11.34 percent.
05/27/04 - A The Cato Corporation *CTR* 149205106 03/29/04 12,900
1 Elect Directors For Split Mgmt
1.1 Elect Director George S. Currin ---
Withhold
We recommend a vote FOR the directors with the
exception of George S. Currin. We recommend
that shareholders WITHHOLD votes from George S.
Currin for standing as an affiliated outsider
on key board committees and for failure to
establish a majority independent board.
1.2 Elect Director A.F. (Pete) Sloan
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Stock Option Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
06/15/04 - A The Children's Place Retail 168905107 04/30/04 100
Stores, Inc. *PLCE*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Stanley Silverstein
--- Withhold
We recommend that shareholders WITHHOLD votes
from affiliated outsider Stanley Silverstein
for failure to establish a majority independent
board.
2 Ratify Auditors For For Mgmt
3 Amend Stock Option Plan For For Mgmt
06/16/04 - A The Gymboree Corp. *GYMB* 403777105 04/22/04 27,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/04/04 - A The J. Jill Group, Inc. *JILL* 466189107 04/05/04 18,050
1 Elect Directors For For Mgmt
05/04/04 - A The Manitowoc Company, Inc. 563571108 02/25/04 23,500
*MTW*
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
06/30/04 - A The Men's Wearhouse, Inc. *MW* 587118100 05/12/04 33,900
1 Elect Directors For Split Mgmt
1.1 Elect Director George Zimmer --- For
We recommend a vote FOR the directors with the
exception of Sheldon I. Stein. We recommend
that shareholders WITHHOLD votes from Sheldon
I. Stein for standing as an affiliated outsider
on the Audit and Compensation committees.
1.2 Elect Director David H. Edwab ---
For
1.3 Elect Director Rinaldo S. Brutoco
--- For
1.4 Elect Director Michael L. Ray,
Ph.D. --- For
1.5 Elect Director Sheldon I. Stein ---
Withhold
1.6 Elect Director Kathleen Mason ---
For
1.7 Elect Director Deepak Chopra, M.D.
--- For
1.8 Elect Director William B. Sechrest
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
5 Implement ILO Based Code of Conduct Against Abstain ShrHoldr
6 Require Two-Thirds Majority of Against For ShrHoldr
Independent Directors on Board
A substantial majority independent board is one
way to assure that shareholder interests will
be adequately represented by a board that is
independent of managment and that does not have
an interest in the company that differs from
the interests of other shareholders.
06/02/04 - A The Pep Boys - Manny, Moe & 713278109 04/02/04 37,000
Jack *PBY*
1 Elect Directors For Split Mgmt
1.1 Elect Director Benjamin Strauss ---
Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider Benjamin
Strauss and independent outsiders William
Leonard, John T. Sweetwood, Jane Scaccetti,
Peter A. Bassi, Malcolmn D. Pryor, J. Richard
Leaman, Jr., and Bernard J. Korman. We
recommend that shareholders WITHHOLD votes from
Benjamin Strauss for standing as an affiliated
outsider on the Nominating and Governance
Committee, and from William Leonard, John T.
Sweetwood, Jane Scaccetti, Peter A. Bassi,
Malcolmn D. Pryor, J. Richard Leaman, Jr., and
Bernard J. Korman for their failure to remove a
dead-hand-type provision in the poison pill and
for their failure to implement the proposal to
submit the company's poison pill to a
shareholder vote.
1.2 Elect Director Bernard J. Korman
--- Withhold
1.3 Elect Director J. Richard Leaman,
Jr. --- Withhold
1.4 Elect Director Malcolmn D. Pryor
--- Withhold
1.5 Elect Director Peter A. Bassi ---
Withhold
1.6 Elect Director Jane Scaccetti ---
Withhold
1.7 Elect Director John T. Sweetwood
--- Withhold
1.8 Elect Director William Leonard ---
Withhold
1.9 Elect Director Lawrence N.
Stevenson --- For
1.10 Elect Director M. Shan Atkins ---
For
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's rights plan was not
approved by shareholders nor does it embody the
above features that we recommend. We therefore
agree with the proponent that the current pill
should be put to a shareholder vote or redeemed
and that any new pill be put to a shareholder
vote.
04/21/04 - A The Ryland Group, Inc. *RYL* 783764103 02/09/04 21,200
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director Stock For For Mgmt
Option Plan
3 Prepare Sustainability Report Against For ShrHoldr
Given the company's current lack of disclosure
and the fact that preparation of this report
will provide shareholders with a more complete
view of the company's policies regarding this
matter, we recommend that shareholders support
this shareholder proposal.
04/27/04 - A The South Financial Group Inc. 837841105 03/01/04 20,666
*TSFG*
1 Elect Directors For Split Mgmt
1.1 Elect Director William P. Brant ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider David C.
Wakefield III. We recommend that shareholders
WITHHOLD votes from David C. Wakefield III for
standing as an affiliated outsider on the Audit
Committee.
1.2 Elect Director J. W. Davis --- For
1.3 Elect Director C. Claymon Grimes,
Jr. --- For
1.4 Elect Director William S. Hummers
III --- For
1.5 Elect Director William R. Timmons
III --- For
1.6 Elect Director David C. Wakefield
III --- Withhold
2 Amend Stock Option Plan For Against Mgmt
The total cost of the company's plans of 5.52
percent is above the allowable cap for this
company of 5.23 percent.
3 Amend Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 5.40 percent is above the allowable cap for
this company of 5.23 percent.
4 Increase Authorized Common Stock For For Mgmt
The requested increase of 100,000,000 shares,
is below the allowable threshold of 165,000,000
shares.
5 Amend Non-Employee Director Stock For For Mgmt
Option Plan
The total cost of the company's plans of 5.05
percent is below the allowable cap for this
company of 5.23 percent.
6 Amend Employee Stock Purchase Plan For For Mgmt
We approve of this item because the plan
complies with Section 423 of the Internal
Revenue Code, the number of shares being added
is relatively conservative, the offering period
is reasonable, and there are limitations on
participation.
7 Ratify Auditors For For Mgmt
04/15/04 - A The Stride Rite Corp. *SRR* 863314100 02/19/04 34,000
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/11/04 - A Theragenics Corp. *TGX* 883375107 03/15/04 1,400
1 Elect Directors For For Mgmt
04/22/04 - A Thomas Industries Inc. *TII* 884425109 02/27/04 15,400
1 Elect Directors For For Mgmt
1.1 Elect Director H. Joseph Ferguson
--- For
1.2 Elect Director Anthony A. Massaro
--- For
1.3 Elect Director George H. Walls, Jr.
--- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's rights plan has a
20-percent trigger but does not embody the
other features that we recommend. We therefore
agree with the proponent that the current pill
should be put to a shareholder vote or redeemed.
04/20/04 - A Timken Co. (The) *TKR* 887389104 02/20/04 77,300
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/05/04 - A Tollgrade Communications, Inc. 889542106 03/04/04 12,400
*TLGD*
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard H. Heibel
--- For
We recommend that shareholders vote FOR Richard
H. Heibel, but WITHHOLD votes from affiliated
outsider Robert W. Kampmeinert. We recommend
that shareholders WITHHOLD votes from Robert W.
Kampmeinert for standing as an affiliated
outsider on the Compensation committee and for
failure to establish a majority independent
board.
1.2 Elect Director Robert W.
Kampmeinert --- Withhold
05/06/04 - A Tom Brown, Inc. 115660201 03/09/04 41,600
1 Elect Directors For Split Mgmt
1.1 Elect Director David M. Carmichael
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Henry Groppe.
We recommend that shareholders WITHHOLD votes
from Henry Groppe for standing as an affiliated
outsider on the Compensation Committee.
1.2 Elect Director Henry Groppe ---
Withhold
1.3 Elect Director Edward W. LeBaron,
Jr. --- For
1.4 Elect Director James D. Lightner
--- For
1.5 Elect Director John C. Linehan ---
For
1.6 Elect Director Wayne W. Murdy ---
For
1.7 Elect Director James B. Wallace ---
For
1.8 Elect Director Robert H. Whilden,
Jr. --- For
2 Increase Authorized Common Stock For For Mgmt
05/13/04 - A Too, Inc. *TOO* 890333107 03/26/04 3,800
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
05/20/04 - A Tower Automotive, Inc. *TWR* 891707101 04/06/04 51,200
1 Elect Directors For Split Mgmt
1.1 Elect Director S. A. Johnson --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider James R.
Lozelle. We recommend that shareholders
WITHHOLD votes from James R. Lozelle for
standing as an affiliated outsider on the Audit
and Nominating committees.
1.2 Elect Director Kathleen Ligocki ---
For
1.3 Elect Director Anthony G. Fernandes
--- For
1.4 Elect Director Juergen M.
Geissinger --- For
1.5 Elect Director Ali Jenab --- For
1.6 Elect Director F. Joseph Loughrey
--- For
1.7 Elect Director James R. Lozelle ---
Withhold
1.8 Elect Director Georgia R. Nelson
--- For
1.9 Elect Director Enrique Zambrano ---
For
2 Amend Employee Stock Purchase Plan For For Mgmt
04/15/04 - A Tractor Supply Co. *TSCO* 892356106 03/02/04 33,100
1 Elect Directors For Split Mgmt
1.1 Elect Director James F. Wright ---
For
We recommend a vote FOR the directors with the
exception of Gerard E. Jones. We recommend that
shareholders WITHHOLD votes from Gerard E.
Jones for standing as an affiliated outsider on
the Nominating Committee.
1.2 Elect Director Gerard E. Jones ---
Withhold
1.3 Elect Director Edna K. Morris ---
For
2 Ratify Auditors For Against Mgmt
One of the most important issues relating to
auditors is the independence of the auditing
process. The auditor's independence from the
company being audited reduces the potential for
abuse. Recently, many accounting firms have
expanded their business to include broad-based
consulting services. We believe that in some
cases, such consulting services, when operated
side by side with the accounting business, can
lower auditor objectivity. More than 50%
of the total fees paid to the auditor is
attributable to non-audit work. This notably
disproportionate fee arrangement could
significantly impair the auditor's
independence. We recommend a vote against this
proposal.
3 Approve Executive Incentive Bonus For For Mgmt
Plan
04/29/04 - A Tredegar Corporation *TG* 894650100 02/20/04 33,100
1 Elect Directors For Split Mgmt
1.1 Elect Director Donald T. Cowles ---
For
We recommend a vote FOR the directors with the
exceptions of Richard W. Goodrum, John D.
Gottwald, and Thomas G. Slater, Jr. We
recommend that shareholders WITHHOLD votes from
Richard W. Goodrum, John D. Gottwald, and
Thomas G. Slater, Jr. for maintaining a board
that is not majority independent.
1.2 Elect Director Richard W. Goodrum
--- Withhold
1.3 Elect Director John D. Gottwald ---
Withhold
1.4 Elect Director Thomas G. Slater,
Jr. --- Withhold
2 Approve Omnibus Stock Plan For For Mgmt
06/09/04 - A Triarc Companies, Inc. *TRY* 895927309 04/13/04 53,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Nelson Peltz --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Joseph A.
Levato. We recommend that shareholders WITHHOLD
votes from Joseph A. Levato for standing as an
affiliated outsider on the Audit, Compensation
and Nominating committees.
1.2 Elect Director Peter W. May --- For
1.3 Elect Director Hugh L. Carey --- For
1.4 Elect Director Clive Chajet --- For
1.5 Elect Director Joseph A. Levato ---
Withhold
1.6 Elect Director David E. Schwab II
--- For
1.7 Elect Director Raymond S. Troubh
--- For
1.8 Elect Director Gerald Tsai, Jr. ---
For
1.9 Elect Director Jack G. Wasserman
--- For
2 Increase Authorized Common Stock For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
05/19/04 - A Trimble Navigation Ltd. *TRMB* 896239100 03/23/04 45,150
1 Elect Directors For Split Mgmt
1.1 Elect Director Steven W. Berglund
--- For
We recommend a vote FOR the directors with the
exceptions of Bradford W. Parkinson, Ph. D. and
John B. Goodrich. We recommend that
shareholders WITHHOLD votes from Bradford W.
Parkinson, Ph. D. for standing as an affiliated
outsider on the Audit Committee, John B.
Goodrich for standing as an affiliated outsider
on the Compensation Committee, and John B.
Goodrich for standing as an affiliated outsider
on the Nominating Committee.
1.2 Elect Director Robert S. Cooper ---
For
1.3 Elect Director John B. Goodrich ---
Withhold
1.4 Elect Director William Hart --- For
1.5 Elect Director Ulf J. Johansson ---
For
1.6 Elect Director Bradford W.
Parkinson --- Withhold
1.7 Elect Director Nickolas W.
VandeSteeg --- For
2 Amend Stock Option Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/17/04 - A TrustCo Bank Corp NY *TRST* 898349105 03/25/04 1,621
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert A. McCormick
--- Withhold
We recommend a vote FOR the directors with the
exception of Robert A. McCormick. We recommend
that shareholders WITHHOLD votes from Robert A.
McCormick for standing as an insider on the
Nominating Committee.
1.2 Elect Director Joseph A. Lucarelli
--- For
2 Elect Director Anthony J. For For Mgmt
Marinello, M.D., Ph.D.
3 Approve Non-Employee Director Stock For For Mgmt
Option Plan
4 Approve Stock Option Plan For For Mgmt
5 Change Range for Size of the Board For For Mgmt
6 Ratify Auditors For For Mgmt
04/29/04 - A UCBH Holdings, Inc. *UCBH* 90262T308 02/29/04 39,900
1 Elect Directors For For Mgmt
2 Amend Certificate to Remove For For Mgmt
Anti-Takeover Provision
3 Ratify Auditors For For Mgmt
05/19/04 - A UICI *UCI* 902737105 03/29/04 42,100
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/12/04 - A UIL Holdings Corporation *UIL* 902748102 03/09/04 5,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
06/03/04 - A Ultratech Inc. *UTEK* 904034105 04/21/04 21,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A Umpqua Holdings Corp. *UMPQ* 904214103 03/15/04 26,000
1 Elect Directors For Split Mgmt
1.1 Elect Director David B. Frohnmayer
--- For
1.2 Elect Director Dan Giustina --- For
1.3 Elect Director William A. Lansing
--- For
1.4 Elect Director Diana E. Goldschmidt
--- For
1.5 Elect Director Gary M. DeStefano
--- Withhold
1.6 Elect Director Katherine L. Keene
--- For
05/07/04 - A UniSource Energy Corp. *UNS* 909205106 03/29/04 9,805
1 Elect Directors For For Mgmt
05/05/04 - A Unit Corporation *UNT* 909218109 03/08/04 39,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/17/04 - A United Bankshares, Inc. *UBSI* 909907107 03/29/04 40,100
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard M. Adams ---
For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders F.T. Graff,
Jr. and H. Smoot Fahlgren, and independent
outsider W. Gaston Caperton, III. We recommend
that shareholders WITHHOLD votes from W. Gaston
Caperton, III for poor attendance, and F.T.
Graff, Jr. and H. Smoot Fahlgren for standing
as affiliated outsiders on the Compensation and
Nominating & Governance Committees.
1.2 Elect Director Robert G. Astorg ---
For
1.3 Elect Director Thomas J. Blair, III
--- For
1.4 Elect Director Harry L. Buch --- For
1.5 Elect Director W. Gaston Caperton,
III --- Withhold
1.6 Elect Director Lawrence K. Doll ---
For
1.7 Elect Director H. Smoot Fahlgren
--- Withhold
1.8 Elect Director Theodore J.
Georgelas --- For
1.9 Elect Director F.T. Graff, Jr. ---
Withhold
1.10 Elect Director Russell L. Isaacs
--- For
1.11 Elect Director John M. Mcmahon ---
For
1.12 Elect Director J. Paul Mcnamara ---
For
1.13 Elect Director G. Ogden Nutting ---
For
1.14 Elect Director William C. Pitt, III
--- For
1.15 Elect Director I. N. Smith, Jr. ---
For
1.16 Elect Director James G. Tardiff ---
For
1.17 Elect Director Mary K. Weddle ---
For
1.18 Elect Director P. Clinton Winter,
Jr. --- For
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/06/04 - A United Stationers Inc. *USTR* 913004107 03/10/04 30,800
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
04/28/04 - A United Surgical Partners 913016309 03/12/04 25,000
International Inc *USPI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/21/04 - A Universal Forest Products, 913543104 03/01/04 15,800
Inc. *UFPI*
1 Elect Directors For For Mgmt
06/01/04 - A Urban Outfitters, Inc. *URBN* 917047102 04/19/04 36,200
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard A. Hayne ---
Withhold
We recommend a vote FOR the directors with the
exception of insiders Glen T. Senk and Richard
A. Hayne and affiliated outsiders Harry S.
Cherken, Jr. and Scott A. Belair. We recommend
that shareholders WITHHOLD votes from Scott A.
Belair for standing as an affiliated outsider
on the Audit, Compensation and Nominating
committees and failure to establish a majority
independent board. We also recommend that
shareholders WITHHOLD votes from Glen T. Senk,
Richard A. Hayne and Harry S. Cherken, Jr. for
failure to establish a majority independent
board.
1.2 Elect Director Scott A. Belair ---
Withhold
1.3 Elect Director Harry S. Cherken,
Jr. --- Withhold
1.4 Elect Director Joel S. Lawson III
--- For
1.5 Elect Director Glen T. Senk ---
Withhold
1.6 Elect Director Robert H. Strouse
--- For
2 Increase Authorized Common Stock For Against Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
05/04/04 - A USF Corp. *USFC* 91729Q101 03/11/04 23,700
1 Elect Directors For For Mgmt
04/26/04 - A Valmont Industries, Inc. *VMI* 920253101 03/01/04 21,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/07/04 - A Veeco Instruments, Inc. *VECO* 922417100 03/09/04 26,700
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/05/04 - A Viasys Healthcare, Inc. *VAS* 92553Q209 03/10/04 27,600
1 Elect Directors For For Mgmt
06/17/04 - A Vicor Corporation *VICR* 925815102 04/30/04 38,200
1 Fix Number of and Elect Directors For Withhold Mgmt
1.1 Fix Number of and Elect Director M.
Michael Ansour --- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Estia J. Eichten for
standing as an affiliated outsider on the Audit
and Compensation committees, for paying
excessive non-audit fees, for failure to
establish an independent nominating committee
and for failure to establish a majority
independent board. We also recommend that
shareholders WITHHOLD votes from independent
outsiders and Audit Committee members M.
Michael Ansour and David T. Riddiford for
paying excessive non-audit fees, and insiders
Patrizio Vinciarelli, Jay M. Prager, Barry
Kelleher and affiliated outsider Samuel
Anderson for failure to establish an
independent nominating committee and for
failure to establish a majority independent
board.
1 Elect Directors For Withhold Mgmt
05/11/04 - A Vintage Petroleum, Inc. *VPI* 927460105 03/24/04 58,600
1 Elect Directors For Withhold Mgmt
1.1 Elect Director William L. Abernathy
--- Withhold
We recommend that shareholders WITHHOLD votes
from all nominees. We recommend that
shareholders WITHHOLD votes from insider
William A. Abernathy for failure to establish a
majority independent board. We also recommend
that shareholders WITHHOLD votes from Audit
Committee members Bryan H. Lawrence and Gerald
J. Maier for paying excessive non-audit fees.
1.2 Elect Director Bryan H. Lawrence
--- Withhold
1.3 Elect Director Gerald J. Maier ---
Withhold
2 Ratify Auditors For Against Mgmt
05/04/04 - A Vital Signs, Inc. *VITL* 928469105 04/07/04 11,800
1 Elect Directors For For Mgmt
04/09/04 - A Volt Information Sciences, 928703107 02/20/04 13,300
Inc. *VOL*
1 Elect Directors For Split Mgmt
1.1 Elect Director Lloyd Frank ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insider Steven A. Shaw and
affiliated outsiders Lloyd Frank and Bruce G.
Goodman. We recommend that shareholders
WITHHOLD votes from Steven A. Shaw and Bruce G.
Goodman for failure to establish a majority
independent board, and from Lloyd Frank for
standing as an affiliated outsider on the
Compensation and Nominating committees and for
failure to establish a majority independent
board.
1.2 Elect Director Bruce G. Goodman ---
Withhold
1.3 Elect Director Mark N. Kaplan ---
For
1.4 Elect Director Steven A. Shaw ---
Withhold
1.5 Elect Director Theresa A. Havell
--- For
2 Ratify Auditors For For Mgmt
05/12/04 - A W-H Energy Services, Inc. 92925E108 03/30/04 24,900
*WHQ*
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Approve Stock Award to Executive For For Mgmt
05/13/04 - A Wabash National Corp. *WNC* 929566107 04/01/04 24,500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/26/04 - A Waste Connections, Inc. *WCN* 941053100 03/29/04 25,900
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
and Eliminate Class of Preferred
Stock
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
06/01/04 - A Watsco, Inc. *WSO.B* 942622200 04/09/04 23,650
1 Elect Directors For For Mgmt
05/05/04 - A Watts Water Technologies *WTS* 942749102 03/26/04 28,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Timothy P. Horne ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Kenneth J.
Mcavoy. We recommend that shareholders WITHHOLD
votes from Kenneth J. Mcavoy for standing as an
affiliated outsider on the Audit, Compensation
and Nominating committees.
1.2 Elect Director Kenneth J. Mcavoy
--- Withhold
1.3 Elect Director John K. Mcgillicuddy
--- For
1.4 Elect Director Gordon W. Moran ---
For
1.5 Elect Director Daniel J. Murphy,
III --- For
1.6 Elect Director Patrick S. O'Keefe
--- For
1.7 Elect Director Roger A. Young ---
For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/20/04 - A Waypoint Finanical Corp *WYPT* 946756103 04/02/04 30,590
1 Elect Directors For For Mgmt
05/19/04 - A Webex Communications, Inc. 94767L109 03/31/04 39,000
*WEBX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/02/04 - A Websense, Inc. *WBSN* 947684106 04/05/04 20,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/04 - A Wellman, Inc. *WLM* 949702104 03/31/04 29,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Restricted Stock Plan For For Mgmt
04/28/04 - A Whitney Holding Corp. *WTNY* 966612103 03/05/04 36,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Kathryn M. Sullivan
--- For
We recommend a vote FOR the directors with the
exception of independent outsider Harry J.
Blumenthal, Jr. We recommend that shareholders
WITHHOLD votes from Harry J. Blumenthal, Jr.
for poor attendance.
1.2 Elect Director H.J. Blumenthal, Jr.
--- Withhold
1.3 Elect Director Joel B. Bullard, Jr.
--- For
1.4 Elect Director Angus R. Cooper, Ii
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Articles to Remove Fair Price Against For ShrHoldr
Provision
Whitney's fair price provision fails to meet a
number of the above mentioned requirements.
Specifically, Whitney's fair price provision is
triggered by an interested shareholder
obtaining 10 percent of Whitney's common stock
instead of 20 percent of the company's stock.
Moreover, the vote needed to overcome the
board's opposition or to repeal or amend the
fair price provision is 90 percent of Whitney's
common stock. We view this requirement of 90
percent to be on the high end.
05/25/04 - A Wilson Greatbatch 972232102 04/15/04 19,300
Technologies, Inc. *GB*
1 Elect Directors For For Mgmt
05/27/04 - A Wintrust Financial Corp. 97650W108 04/07/04 18,000
*WTFC*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/20/04 - A Wolverine Tube, Inc. *WLV* 978093102 03/31/04 11,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/04 - A Wolverine World Wide, Inc. 978097103 03/01/04 35,700
*WWW*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A X-Rite, Inc. *XRIT* 983857103 03/31/04 18,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Peter M. Banks ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Peter M.
Banks. We recommend that shareholders WITHHOLD
votes from Peter M. Banks for standing as an
affiliated outsider on the Compensation and
Nominating committees.
1.2 Elect Director Michael C. Ferrara
--- For
1.3 Elect Director L. Peter Frieder ---
For
1.4 Elect Director Ronald A. Vandenberg
--- For
2 Approve Employee Stock Purchase Plan For For Mgmt
05/20/04 - A Yellow Roadway Corp. *YELL* 985577105 03/22/04 42,931
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/26/04 - A Zenith National Insurance 989390109 03/29/04 500
Corp. *ZNT*
1 Elect Directors For For Mgmt
2 Approve Restricted Stock Plan For For Mgmt
05/06/04 - A Zix Corp. *ZIXI* 98974P100 03/12/04 674
1 Elect Directors For For Mgmt
1.1 Elect Director Michael E. Keane ---
For
1.2 Elect Director James S. Marston ---
For
1.3 Elect Director John A. Ryan --- For
1.4 Elect Director Antonio R. Sanchez
III --- For
1.5 Elect Director Dr. Ben G. Streetman
--- For
2 Approve Stock Option Plan For Against Mgmt
The total cost of the company's plans of 18.43
percent is above the allowable cap for this
company of 11.51 percent.
3 Approve Non-Employee Director Stock For Against Mgmt
Option Plan
The total cost of the company's plans of 15.01
percent is above the allowable cap for this
company of 11.51 percent.
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT MID CAP GROWTH PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
08/05/03 - A Alliant Techsystems Inc. *ATK* 018804104 06/10/03 20,850
1 Elect Directors For For
2 Ratify Auditors For For
Shareholder Proposal
3 Report on Space-Based Weapons Against Against
07/22/03 - A Avx Corp. *AVX* 002444107 05/30/03 123,200
1 Elect Directors For Withhold
1.1 Elect Director John S. Gilbertson
--- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsider Carroll
A. Campbell, Jr. for poor attendance and
insiders Rodney N. Lanthorne, Michihisa
Yamamoto, and John S. Gilbertson for failure to
establish an independent nominating committee.
1.2 Elect Director Michihisa Yamamoto
--- Withhold
1.3 Elect Director Rodney N. Lanthorne
--- Withhold
1.4 Elect Director Carroll A. Campbell,
Jr. --- Withhold
2 Ratify Auditors For For
3 Other Business For Against
07/11/03 - A BEA Systems, Inc. *BEAS* 073325102 05/27/03 181,800
1 Elect Directors For For
1.1 Elect Director William T. Coleman
III --- For
We recommend a vote FOR the directors.
1.2 Elect Director Dale Crandall --- For
1.3 Elect Director William H. Janeway
--- For
2 Approve Executive Incentive Bonus For For
Plan
3 Ratify Auditors For For
09/27/03 - A Biomet, Inc. *BMET* 090613100 08/07/03 87,267
1 Elect Directors For For
2 Ratify Auditors For For
08/21/03 - A BMC Software, Inc. *BMC* 055921100 07/03/03 38,700
1 Elect Directors For For
2 Ratify Auditors For For
07/31/03 - A Check Point Software M22465104 06/23/03 67,400
Technologies Inc
1 Elect Gil Shwed, Marius Nacht, For For
David Rubner, Alex Serge Vieux, and
Dr. Tal Shavit as Directors
2 Elect Irwin Federman and Ray For For
Rothrock as External Directors
3 Authorization for Chairman of the For For
Board to Serve as Chairman of the
Board and Cheif Executive Officer
4 Accept Financial Statements for the For For
Year Ended December 31, 2002
5 Approve Kost Forer & Gabbay as For For
Auditors and Authorize Board to Fix
Their Remuneration
6 Approve Options to Purchase Two For Against
Million Shares to Gil Shwed,
Director and Officer, and One
Million Shares to Marius Nacht,
Director and Officer
09/25/03 - A Darden Restaurants, Inc. *DRI* 237194105 07/28/03 28,810
1 Elect Directors For For
2 Ratify Auditors For For
07/31/03 - A Electronic Arts, Inc. *ERTS* 285512109 06/04/03 28,500
1 Elect Directors For For
1.1 Elect Director M. Richard Asher ---
For
We recommend a vote FOR the directors.
1.2 Elect Director William J. Byron ---
For
1.3 Elect Director Leonard S. Coleman
--- For
1.4 Elect Director Gary M. Kusin --- For
1.5 Elect Director Gregory B. Maffei
--- For
1.6 Elect Director Timothy Mott --- For
1.7 Elect Director Lawrence F. Probst
III --- For
1.8 Elect Director Linda J. Srere ---
For
2 Amend Omnibus Stock Plan For For
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
08/08/03 - S Expedia Inc 302125109 06/25/03 15,400
1 Approve Merger Agreement For For
09/30/03 - A Flextronics International Ltd. Y2573F102 None 60,400
*FLEX*
1 Reelect Richard Sharp as Director For For
2a Reelect James Davidson as Director For For
2b Reelect Lip-Bu Tan as Director For For
3 Reelect Patrick Foley as Director For For
4 Reappoint Deloitte & Touche as For For
Auditors and Authorize Board to Fix
Their Remuneration
5 Amend 1997 Employee Share Purchase For For
Plan
6 Approve Issuance of Shares without For For
Preemptive Rights
7 Approve Nonexecutive Directors' Fees For For
8 Authorize Share Repurchase Program For For
08/11/03 - A Forest Laboratories, Inc. *FRX* 345838106 06/20/03 34,760
1 Elect Directors For Split
1.1 Elect Director Howard Solomon ---
Withhold
We recommend a vote FOR the directors with the
exceptions of Phillip M. Satow, Kenneth E.
Goodman, and Howard Solomon. We recommend that
shareholders WITHHOLD votes from Phillip M.
Satow for standing as an affiliated outsider on
the Audit Committee and Phillip M. Satow,
Kenneth E. Goodman, and Howard Solomon for
failure to establish an independent nominating
committee.
1.2 Elect Director William J. Candee,
III --- For
1.3 Elect Director George S. Cohan ---
For
1.4 Elect Director Dan L. Goldwasser
--- For
1.5 Elect Director Lester B. Salans,
M.D. --- For
1.6 Elect Director Kenneth E. Goodman
--- Withhold
1.7 Elect Director Phillip M. Satow ---
Withhold
2 Increase Authorized Common Stock For Against
3 Ratify Auditors For For
09/10/03 - A H&R Block, Inc. *HRB* 093671105 07/08/03 12,400
1 Elect Directors For For
1.1 Elect Director G. Kenneth Baum ---
For
1.2 Elect Director Henry F. Frigon ---
For
1.3 Elect Director Roger W. Hale --- For
2 Amend Omnibus Stock Plan For For
3 Ratify Auditors For For
07/22/03 - A Legg Mason, Inc. *LM* 524901105 05/23/03 24,000
1 Elect Directors For Split
1.1 Elect Director Carl Bildt --- For
We recommend a vote FOR the directors with the
exception of insider Harry M. Ford, Jr.. We
recommend that shareholders WITHHOLD votes from
Harry M. Ford, Jr. for failure to establish an
independent nominating committee.
1.2 Elect Director Harry M. Ford, Jr.
--- Withhold
1.3 Elect Director John E. Koerner, III
--- For
1.4 Elect Director Peter F. O'Malley
--- For
1.5 Elect Director James E. Ukrop ---
For
1.6 Elect Director Dennis R. Beresford
--- For
07/24/03 - A Macromedia, Inc. *MACR* 556100105 05/27/03 65,200
1 Elect Directors For Split
1.1 Elect Director Robert K. Burgess
--- For
We recommend a vote FOR the directors with the
exception of John (Ian) Giffen, from whom we
recommend shareholders WITHHOLD votes for
standing as an affiliated outsider on the Audit
Committee.
1.2 Elect Director John (Ian) Giffen
--- Withhold
1.3 Elect Director William H. Harris,
Jr. --- For
1.4 Elect Director Robert A. Kotick ---
For
1.5 Elect Director Donald L. Lucas ---
For
1.6 Elect Director Timothy O'Reilly ---
For
1.7 Elect Director William B. Welty ---
For
2 Approve Employee Stock Purchase Plan For For
3 Ratify Auditors For For
08/15/03 - A Microchip Technology, Inc. 595017104 06/20/03 104,890
*MCHP*
1 Elect Directors For For
1.1 Elect Director Steve Sanghi --- For
We recommend a vote FOR the directors.
1.2 Elect Director Albert J.
Hugo-Martinez --- For
1.3 Elect Director L.B. Day --- For
1.4 Elect Director Matthew W. Chapman
--- For
1.5 Elect Director Wade F. Meyercord
--- For
2 Amend Employee Stock Purchase Plan For For
3 Amend Employee Stock Purchase Plan For For
07/25/03 - A Mylan Laboratories Inc. *MYL* 628530107 05/23/03 65,100
1 Elect Directors For Split
1.1 Elect Director Milan Puskar --- For
We recommend a vote FOR the directors with the
exception of Douglas J. Leech. We recommend that
shareholders WITHHOLD votes from Douglas J.
Leech for standing as an affiliated outsider on
the Audit and Nominating Committees.
1.2 Elect Director Robert J. Coury ---
For
1.3 Elect Director Wendy Cameron --- For
1.4 Elect Director Laurence S. DeLynn
--- For
1.5 Elect Director John C. Gaisford,
M.D. --- For
1.6 Elect Director Douglas J. Leech ---
Withhold
1.7 Elect Director Joseph C. Maroon,
M.D. --- For
1.8 Elect Director Patricia A. Sunseri
--- For
1.9 Elect Director C.B. Todd --- For
1.10 Elect Director Randall L.
Vanderveen, Ph.D. --- For
1.11 Elect Director Stuart A. Williams,
Esq. --- For
2 Increase Authorized Common Stock For For
3 Approve Omnibus Stock Plan For For
09/26/03 - A National Semiconductor Corp. 637640103 08/14/03 85,900
*NSM*
1 Elect Directors For Split
1.1 Elect Director Brian L. Halla ---
For
We recommend a vote FOR the directors with the
exception of Gary P. Arnold. We recommend that
shareholders WITHHOLD votes from Gary P. Arnold
for standing as an affiliated outsider on the
Audit and Nominating Committees.
1.2 Elect Director Steven R. Appleton
--- For
1.3 Elect Director Gary P. Arnold ---
Withhold
1.4 Elect Director Richard J. Danzig
--- For
1.5 Elect Director Robert J.
Frankenberg --- For
1.6 Elect Director E. Floyd Kvamme ---
For
1.7 Elect Director Modesto A. Maidique
--- For
1.8 Elect Director Edward R. Mccracken
--- For
2 Ratify Auditors For For
3 Approve Employee Stock Purchase Plan For For
09/02/03 - A Network Appliance, Inc. *NTAP* 64120L104 07/07/03 182,500
1 Elect Directors For For
1.1 Elect Director Daniel J.
Warmenhoven --- For
1.2 Elect Director Donald T. Valentine
--- For
1.3 Elect Director Sanjiv Ahuja --- For
1.4 Elect Director Carol A. Bartz ---
For
1.5 Elect Director Michael R. Hallman
--- For
1.6 Elect Director Nicholas G. Moore
--- For
1.7 Elect Director Dr. Sachio Semmoto
--- For
1.8 Elect Director Robert T. Wall ---
For
2 Amend Omnibus Stock Plan For Against
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
5 Other Business For Against
07/10/03 - A Nvidia Corporation *NVDA* 67066G104 05/15/03 33,600
1 Elect Directors For For
1.1 Elect Director Tench Coxe --- For
We recommend a vote FOR the directors.
1.2 Elect Director Mark A. Stevens ---
For
2 Ratify Auditors For For
09/05/03 - A Pixar, Inc. *PIXR* 725811103 07/23/03 12,500
1 Elect Directors For Split
1.1 Elect Director Steve Jobs ---
Withhold
WITHHOLD votes for failure to establish an
independent nominating committee.
1.2 Elect Director Dr. Edwin E. Catmull
--- Withhold
WITHHOLD votes for poor attendance and for
failure to establish an independent nominating
committee.
1.3 Elect Director Skip M. Brittenham
--- Withhold
WITHHOLD votes for failure to establish an
independent nominating committee.
1.4 Elect Director Joseph A. Graziano
--- For
1.5 Elect Director Lawrence B. Levy ---
Withhold
WITHHOLD votes for standing as an affiliated
outsider on the Audit Committee, and for failure
to establish an independent nominating committee.
1.6 Elect Director Joe Roth --- Withhold
WITHHOLD votes for poor attendance.
1.7 Elect Director Larry W. Sonsini ---
Withhold
WITHHOLD votes for poor attendance and for
failure to establish an independent nominating
committee.
1.8 Elect Director John S. Wadsworth,
Jr. --- For
2 Ratify Auditors For For
08/26/03 - A QLogic Corp. *QLGC* 747277101 07/01/03 67,500
1 Elect Directors For For
1.1 Elect Director H.K. Desai --- For
1.2 Elect Director Larry R. Carter ---
For
1.3 Elect Director James R. Fiebiger
--- For
1.4 Elect Director Balakrishnan S. Iyer
--- For
1.5 Elect Director Carol L. Miltner ---
For
1.6 Elect Director George D. Wells ---
For
2 Amend Omnibus Stock Plan For For
3 Ratify Auditors For For
07/21/03 - A Research In Motion Ltd *RIM* 760975102 06/03/03 67,800
1 Elect J. L. Balsillie, M. For For
Lazaridis, D. Fregin, K. Cork, D.
Wright, J. Estill and J. Richardson
as Directors
2 Ratify Ernst & Young LLP as Auditors For For
07/22/03 - A RF Micro Devices, Inc. *RFMD* 749941100 05/30/03 71,700
1 Elect Directors For For
1.1 Elect Director Robert A.
Bruggeworth --- For
We recommend a vote FOR the directors.
1.2 Elect Director David A. Norbury ---
For
1.3 Elect Director William J. Pratt ---
For
1.4 Elect Director Daniel A. Dileo ---
For
1.5 Elect Director Dr. Frederick J.
Leonberger --- For
1.6 Elect Director Dr. Albert E.
Paladino --- For
1.7 Elect Director Erik Van Der Kaay
--- For
1.8 Elect Director Walter H. Wilkinson,
Jr. --- For
2 Approve Omnibus Stock Plan For For
3 Ratify Auditors For For
08/21/03 - A Symantec Corp. *SYMC* 871503108 07/08/03 42,500
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Amend Stock Option Plan For Against
4 Approve Executive Incentive Bonus For For
Plan
5 Ratify Auditors For For
09/25/03 - A Tektronix, Inc. *TEK* 879131100 07/21/03 68,700
1 Elect Directors For For
Shareholder Proposal
2 Refrain from Doing Business in China Against Against
09/24/03 - S UTStarcom, Inc. *UTSI* 918076100 08/15/03 55,300
1 Increase Authorized Common Stock For For
09/12/03 - A WebMD Corporation *HLTH* 94769M105 07/21/03 161,700
1 Elect Directors For For
1.1 Elect Director Paul A. Brooke ---
For
1.2 Elect Director James V. Manning ---
For
1.3 Elect Director Martin J. Wygod ---
For
2 Amend Omnibus Stock Plan For Against
3 Increase Authorized Common Stock For For
08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 61,820
1 Elect Directors For For
2 Ratify Auditors For For
07/22/03 - S Zimmer Holdings Inc *ZMH* 98956P102 06/16/03 40,100
1 Issue Shares in Connection with an For For
Acquisition
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT MID CAP GROWTH PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
10/30/03 - A Affiliated Computer Services, 008190100 09/19/03 52,700
Inc. *ACS*
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Ratify Auditors For For
12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 33,203
1 Increase Authorized Common Stock For For
10/16/03 - A Applera Corp *ABI* 038020103 08/27/03 71,900
1 Elect Directors For Split
1.1 Elect Director Richard H. Ayers ---
For
1.2 Elect Director Jean-Luc Belingard
--- For
1.3 Elect Director Robert H. Hayes ---
For
1.4 Elect Director Arnold J. Levine ---
Withhold
Vote FOR the directors with the exception of
Arnold J. Levine from whom we recommend that
shareholders WITHHOLD votes for standing as an
affiliated outsider on the Compensation and
Nominating committees.
1.5 Elect Director William H. Longfield
--- For
1.6 Elect Director Theodore E. Martin
--- For
1.7 Elect Director Carolyn W. Slayman
--- For
1.8 Elect Director Orin R. Smith --- For
1.9 Elect Director James R. Tobin ---
For
1.10 Elect Director Tony L. White --- For
2 Ratify Auditors For For
12/11/03 - A AutoZone, Inc. *AZO* 053332102 10/14/03 8,600
1 Elect Directors For For
2 Ratify Auditors For For
10/23/03 - A Barr Laboratories, Inc. *BRL* 068306109 09/02/03 34,950
1 Elect Directors For Split
1.1 Elect Director Bruce L. Downey ---
Withhold
WITHHOLD votes from insider Bruce L. Downey for
failure to establish an independent nominating
committee.
1.2 Elect Director Paul M. Bisaro ---
Withhold
WITHHOLD votes from insider Paul M. Bisaro for
failure to establish an independent nominating
committee.
1.3 Elect Director Carole S. Ben-Maimon
--- Withhold
WITHHOLD votes from insider Carole S. Ben-Maimon
for failure to establish an independent
nominating committee.
1.4 Elect Director George P. Stephan
--- For
1.5 Elect Director Jack M. Kay --- For
1.6 Elect Director Harold N. Chefitz
--- For
1.7 Elect Director Richard R. Frankovic
--- For
1.8 Elect Director Peter R. Seaver ---
For
1.9 Elect Director James S. Gilmore,
III --- For
2 Change State of Incorporation from For For
New York to Delaware
3 Increase Authorized Common Stock For For
11/12/03 - S Biogen IDEC Inc *BIIB* 449370105 09/25/03 47,350
1 Approve Merger Agreement For For
2 Increase Authorized Common Stock For For
3 Approve Omnibus Stock Plan For For
4 Approve Executive Incentive Bonus For For
Plan
5 Adjourn Meeting For Against
11/12/03 - S Biogen, Inc. 090597105 09/25/03 13,800
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
10/06/03 - S Boston Scientific Corp. *BSX* 101137107 08/27/03 18,500
1 Increase Authorized Common Stock For For
11/13/03 - A Brinker International, Inc. 109641100 09/15/03 35,050
*EAT*
1 Elect Directors For Split
1.1 Elect Director Ronald A. McDougall
--- For
We recommend a vote FOR the directors with the
exceptions of Cece Smith, James E.
Oesterreicher, Ronald Kirk, and Marvin J.
Girouard. We recommend that shareholders
WITHHOLD votes from Audit Committee members Cece
Smith, James E. Oesterreicher, Ronald Kirk, and
Marvin J. Girouard for paying excessive
non-audit fees.
1.2 Elect Director Douglas H. Brooks
--- For
1.3 Elect Director Dan W. Cook, III ---
For
1.4 Elect Director Robert M. Gates ---
For
1.5 Elect Director Marvin J. Girouard
--- Withhold
1.6 Elect Director Ronald Kirk ---
Withhold
1.7 Elect Director George R. Mrkonic
--- For
1.8 Elect Director Erle Nye --- For
1.9 Elect Director James E.
Oesterreicher --- Withhold
1.10 Elect Director Cece Smith ---
Withhold
1.11 Elect Director Roger T. Staubach
--- For
2 Ratify Auditors For Against
Percentage of total fees attributable to
nonaudit work: 58.60 percent.
Shareholder Proposal
3 Report on the Impact of Genetically Against Against
Engineered Products
12/11/03 - S Business Objects S.A. 12328X107 None 62,600
Special Meeting Agenda
1 Approve Acquisition of Crystal For For
Decsions Inc. and Approve Terms of
Merger Agreement
2 Approve Issuance of Up to 37 For For
Million Shares in Connection with
Acquisition, and Amend Articles
Accordingly
3 Approve Issuance of Warrants to For For
Subscribe to Up to 15,000 Shares to
David J. Roux
4 Authorize Issuance of Up to 250,000 For For
Shares Reserved for Business
Objects SA Employee Benefits Trust
for Use in 1995 International
Employee Stock Purchase Plan
5 Approve Issuance of Up to 50,000 For For
Shares Reserved for Employees
Participating in Savings-Related
Share Purchase Plan
6 Authorize Issuance of Equity or For For
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 1.3 Million
7 Authorize Issuance of Equity or For For
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 1.3 Million
8 Amend 2001 Executive Stock Option For Against
Plan Re: Number of Available Shares
9 Elect David J. Roux as Director For For
10 Approve Increase in Director For For
Remuneration to Aggregate Amount of
EUR 350,000
11 Authorize Filing of Required For For
Documents/Other Formalities
11/20/03 - A CACI International, Inc. *CAI* 127190304 09/24/03 33,600
1 Elect Directors For For
2 Ratify Auditors For For
10/29/03 - A CheckFree Corp. *CKFR* 162813109 09/08/03 21,200
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
Shareholder Proposal
3 Make Effort to Locate Women and Against Abstain
Minorities for Board Nomination
10/14/03 - A Cintas Corp. *CTAS* 172908105 08/18/03 15,300
1 Fix Number of Directors For For
2 Elect Directors For Split
2.1 Elect Director Richard T. Farmer
--- Withhold
WITHHOLD votes from Richard T. Farmer for
standing as an insider on the Nominating
Committee, Roger L. Howe for standing as an
affiliated outsider on the Audit Committee,
Compensation, and Nominating Committees, David
C. Phillips for standing as an affiliated
outsider on the Nominating Committee, and Audit
Committee members Roger L. Howe, Robert J.
Herbold, Gerald V. Dirvin, and Paul R. Carter
for paying excessive non-audit fees.
2.2 Elect Director Robert J. Kohlhepp
--- For
2.3 Elect Director Scott D. Farmer ---
For
2.4 Elect Director Paul R. Carter ---
Withhold
2.5 Elect Director Gerald V. Dirvin ---
Withhold
2.6 Elect Director Robert J. Herbold
--- Withhold
2.7 Elect Director Roger L. Howe ---
Withhold
2.8 Elect Director David C. Phillips
--- Withhold
3 Approve Non-Employee Director Stock For For
Option Plan
Shareholder Proposals
4 Expense Stock Options Against For
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options result
in a transfer of shareholder value, and (3) the
contingent cost of options reduces earnings, we
believe that options should be expensed along
with all other forms of compensation to better
reflect the company's true earnings and provide
additional discipline against overuse.
5 Establish a Nominating Committee of Against For
Independent Directors
An independent nominating committee is one way
to assure that shareholder interests will be
adequately represented by a board that is
independent of management and that does not have
an interest in the company that differs from the
interests of other shareholders.
6 Require Majority of Independent Against For
Directors on Board
An independent board is one way to assure that
shareholder interests will be adequately
represented by a board that is independent of
management and that does not have an interest in
the company that differs from the interests of
other shareholders.
7 Report on Code of Conduct Against Against
11/05/03 - A Coach, Inc. *COH* 189754104 09/17/03 49,300
1 Elect Directors For For
1.1 Elect Director Joseph Ellis --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Michael Murphy.
We recommend that shareholders WITHHOLD votes
from Michael Murphy for standing as an
affiliated outsider on the Audit and Human
Resources & Governance committees.
1.2 Elect Director Lew Frankfort --- For
1.3 Elect Director Sally Frame Kasaks
--- For
1.4 Elect Director Gary Loveman --- For
1.5 Elect Director Irene Miller --- For
1.6 Elect Director Keith Monda --- For
1.7 Elect Director Michael Murphy ---
For
10/28/03 - S Concord EFS, Inc. *CE* 206197105 09/08/03 56,650
1 Approve Merger Agreement For For
11/20/03 - A Corinthian Colleges, Inc. 218868107 10/01/03 40,900
*COCO*
1 Elect Directors For Split
1.1 Elect Director Paul R. St. Pierre
--- Withhold
We recommend a vote FOR the directors with the
exception of Paul R. St. Pierre, from whom we
recommend shareholders WITHHOLD votes for
failure to establish an independent nominating
committee.
1.2 Elect Director Linda Arey Skladany,
Esq. --- For
2 Increase Authorized Common Stock For For
3 Approve Omnibus Stock Plan For For
4 Ratify Auditors For For
11/18/03 - A Devry Inc. *DV* 251893103 09/19/03 29,000
1 Elect Directors For For
2 Approve Stock Option Plan For For
3 Ratify Auditors For For
12/18/03 - S Documentum, Inc. 256159104 11/17/03 23,000
1 Approve Merger Agreement For For
11/28/03 - S DST Systems, Inc. *DST* 233326107 11/10/03 107,600
1 Approve Reorganization Plan For For
11/20/03 - A Education Management Corp. 28139T101 09/23/03 16,600
*EDMC*
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Approve Omnibus Stock Plan For For
4 Ratify Auditors For For
11/20/03 - A Emulex Corp. *ELX* 292475209 10/01/03 28,500
1 Elect Directors For Split
1.1 Elect Director Fred B. Cox ---
Withhold
We recommend a vote FOR the directors with the
exception of Fred B. Cox. We recommend that
shareholders WITHHOLD votes from Fred B. Cox for
standing as an affiliated outsider on the
Compensation Committee and for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Michael P. Downey
--- For
1.3 Elect Director Bruce C. Edwards ---
For
1.4 Elect Director Paul F. Folino ---
For
1.5 Elect Director Robert H. Goon ---
For
1.6 Elect Director Don M. Lyle --- For
2 Approve Option Exchange Program For For
3 Ratify Auditors For For
10/22/03 - A Global Payments, Inc. *GPN* 37940X102 08/25/03 17,700
1 Elect Directors For Split
1.1 Elect Director Raymond L. Killian,
Jr. as Class I Director --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Gillian H.
Denham. We recommend that shareholders WITHHOLD
votes from Gillian H. Denham for standing as an
affiliated outsider on the Compensation and
Nominating committees.
1.2 Elect Director Michael W. Trapp as
Class II Director --- For
1.3 Elect Director Gerald J. Wilkins as
Class II Director --- For
1.4 Elect Director Alex W. Hart as
Class III Director --- For
1.5 Elect Director William I. Jacobs as
Class III Director --- For
1.6 Elect Director Gillian H. Denham as
Class III Director --- Withhold
1.7 Elect Director Alan M. Silberstein
as Class III Director --- For
11/12/03 - A Harman International 413086109 09/15/03 31,300
Industries, Inc. *HAR*
1 Elect Directors For For
2 Approve Stock Split For For
10/29/03 - A Integrated Circuit Systems, 45811K208 09/19/03 82,300
Inc. *ICST*
1 Elect Directors For Split
1.1 Elect Director Hock E. Tan ---
Withhold
We recommend that shareholders vote FOR Nam P.
Suh, Ph.D., but WITHHOLD votes from insider Hock
E. Tan for failure to establish an independent
nominating committee.
1.2 Elect Director Nam P. Suh, Ph.D.
--- For
11/24/03 - A International Rectifier Corp. 460254105 09/26/03 19,700
*IRF*
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Amend Omnibus Stock Plan For Against
4 Ratify Auditors For For
10/30/03 - A Intuit, Inc. *INTU* 461202103 09/02/03 43,400
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
11/06/03 - A JDS Uniphase Corp. *JDSU* 46612J101 09/15/03 417,100
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
3 Ratify Auditors For For
11/05/03 - A KLA-Tencor Corp. *KLAC* 482480100 09/15/03 29,340
1.a Elect Director H. Raymond Bingham For For
1.b Elect Director Robert T. Bond For For
1.c Elect Director Richard J. Elkus, Jr. For For
1.d Elect Director Michael E. Marks For For
2 Ratify Auditors For For
11/06/03 - A Lam Research Corp. *LRCX* 512807108 09/12/03 98,900
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Approve Executive Incentive Bonus For For
Plan
4 Ratify Auditors For For
11/05/03 - A Linear Technology Corp. *LLTC* 535678106 09/08/03 26,300
1 Elect Directors For Split
1.1 Elect Director Robert H. Swanson,
Jr. --- Withhold
We recommend a vote FOR the directors with the
exception of insider Robert H. Swanson, Jr. We
recommend that shareholders WITHHOLD votes from
Robert H. Swanson, Jr., for failure to establish
an independent nominating committee.
1.2 Elect Director David S. Lee --- For
1.3 Elect Director Leo T. McCarthy ---
For
1.4 Elect Director Richard M. Moley ---
For
1.5 Elect Director Thomas S. Volpe ---
For
2 Ratify Auditors For For
11/13/03 - A Maxim Integrated Products, Inc. 57772K101 09/15/03 52,840
*MXIM*
1 Elect Directors For Split
1.1 Elect Director James R. Bergman ---
For
We recommend a vote FOR the directors with the
exception of John F. Gifford, from whom we
recommend shareholders WITHHOLD votes for
failure to establish an independent nominating
committee.
1.2 Elect Director John F. Gifford ---
Withhold
1.3 Elect Director B. Kipling Hagopian
--- For
1.4 Elect Director M. D. Sampels --- For
1.5 Elect Director A. R. Frank Wazzan
--- For
2 Amend Stock Option Plan For Against
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
11/19/03 - A Medicis Pharmaceutical Corp. 584690309 10/10/03 30,000
*MRX*
1 Elect Directors For Withhold
1.1 Elect Director Arthur G. Altschul,
Jr. --- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Audit Committee members
Philip S. Schein, M.D. and Arthur G. Altschul,
Jr. for paying excessive non-audit fees.
1.2 Elect Director Philip S. Schein,
M.D. --- Withhold
2 Increase Authorized Common Stock For Against
3 Ratify Auditors For Against
12/10/03 - S Mercury Interactive Corp. 589405109 10/31/03 52,500
*MERQ*
1 Amend Stock Option Plan For Against
2 Amend Employee Stock Purchase Plan For For
12/16/03 - A Network Associates, Inc. *NET* 640938106 11/13/03 39,400
1 Elect Directors For For
2 Amend Omnibus Stock Plan For Against
3 Amend Non-Employee Director Stock For Against
Option Plan
4 Amend Employee Stock Purchase Plan For For
5 Ratify Auditors For For
10/29/03 - S New York Community Bancorp, 649445103 09/12/03 37,600
Inc. *NYB*
1 Approve Merger Agreement For For
2 Increase Authorized Common Stock For For
11/19/03 - A Pall Corp. *PLL* 696429307 10/01/03 53,800
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Amend Restricted Stock Plan For For
4 Amend Employee Stock Purchase Plan For For
10/02/03 - A Paychex, Inc. *PAYX* 704326107 08/04/03 64,100
1 Elect Directors For Split
1.1 Elect Director B. Thomas Golisano
--- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Joseph M.
Tucci, J. Robert Sebo, G. Thomas Clark and
insider B. Thomas Golisano. We recommend that
shareholders WITHHOLD votes from G. Thomas
Clark, Joseph M. Tucci, B. Thomas Golisano and
J. Robert Sebo for failure to establish an
independent nominating committee and from
G.Thomas Clark for standing as an affiliated
outsider on the Audit Committee and Joseph M.
Tucci for standing as an affiliated outsider on
the Compensation committee.
1.2 Elect Director Betsy S. Atkins ---
For
1.3 Elect Director G. Thomas Clark ---
Withhold
1.4 Elect Director David J. S. Flaschen
--- For
1.5 Elect Director Phillip Horsley ---
For
1.6 Elect Director Grant M. Inman ---
For
1.7 Elect Director J. Robert Sebo ---
Withhold
1.8 Elect Director Joseph M. Tucci ---
Withhold
11/13/03 - A Resmed, Inc. *RMD* 761152107 09/15/03 35,500
1 Elect Directors For For
2 Approve Employee Stock Purchase Plan For For
3 Approve Increase in Non-Executive For For
Director Fees
4 Ratify Auditors For For
11/12/03 - A SWS Group, Inc. *SWS* 78503N107 09/24/03 32,300
1 Elect Directors For For
2 Approve Restricted Stock Plan For For
3 Approve Deferred Compensation Plan For For
4 Other Business For Against
10/23/03 - A Techne Corp. *TECH* 878377100 09/12/03 22,000
1 Fix Number of Directors For For
2 Elect Directors For Split
2.1 Elect Director Thomas E. Oland ---
For
2.2 Elect Director Roger C. Lucas,
Ph.D. --- Withhold
WITHHOLD votes from Roger C. Lucas, Ph.D. for
standing as an affiliated outsider on the
Nominating Committee.
2.3 Elect Director Howard V. O'Connell
--- For
2.4 Elect Director G. Arthur Herbert
--- For
2.5 Elect Director Randolph C. Steer,
M.D., Ph.D. --- For
2.6 Elect Director Christopher S.
Henney, D.Sc., Ph.D. --- For
2.7 Elect Director Robert V.
Baumgartner, C.P.A. --- For
10/27/03 - S Teva Pharmaceutical Industries 881624209 09/18/03 35,200
1 Elect G. Shalev as an External For For
Director
2 Approve Increase in Remuneration of For For
Directors other than the Chairman
11/13/03 - A The Bisys Group, Inc. *BSG* 055472104 09/19/03 66,900
1 Elect Directors For Split
1.1 Elect Director Lynn J. Mangum ---
For
We recommend a vote FOR the directors with the
exception of Denis A. Bovin, from whom we
recommend shareholders WITHHOLD votes for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director Denis A. Bovin ---
Withhold
1.3 Elect Director Robert J. Casale ---
For
1.4 Elect Director Thomas A. Cooper ---
For
1.5 Elect Director Paula G. McInerney
--- For
1.6 Elect Director Thomas E. McInerney
--- For
1.7 Elect Director Joseph J. Melone ---
For
1.8 Elect Director Dennis R. Sheehan
--- For
2 Approve Employee Stock Purchase Plan For For
3 Ratify Auditors For For
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
THRIVENT MID CAP GROWTH PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
03/22/04 - A AdvancePCS 00790K109 02/05/04 15,800
1 Approve Merger Agreement For For
2 Elect Directors For Split
2.1 Elect Director T. Danny Phillips
--- Withhold
We recommend a vote FOR the directors with the
exceptions of Jean-Pierre Millon and T. Danny
Phillips. We recommend that shareholders
WITHHOLD votes from Jean-Pierre Millon and T.
Danny Phillips for failure to establish an
independent nominating committee.
2.2 Elect Director Dr. George Poste ---
For
2.3 Elect Director Jean-Pierre Millon
--- Withhold
3 Approve Omnibus Stock Plan For For
4 Amend Articles For For
5 Ratify Auditors For For
6 Adjourn Meeting For Against
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
03/05/04 - A AmerisourceBergen Corp *ABC* 03073E105 01/12/04 27,400
1 Elect Directors For For
03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 21,700
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Ratify Auditors For For
01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 46,220
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
Shareholder Proposal
3 Report on Foreign Operations Risk Against Against
03/22/04 - S Caremark Rx, Inc. *CMX* 141705103 02/05/04 40,317
1 Increase Authorized Common Stock For For
2 Approve Issuance of Stock in For For
Connection with Merger Agreement
3 Increase Authorized Preferred Stock For Against
In this case, management has stated that some of
the shares may be used for antitakeover
purposes, namely for the shareholders' rights
plan, which was not approved by shareholders.
Also, given that no shares of preferred stock
are outstanding, we do not believe the increase
is warranted.
4 Approve Omnibus Stock Plan For For
5 Allow Postponement or Adjournment For Against
of Special Meeting
03/10/04 - A CIENA Corporation *CIEN* 171779101 01/20/04 211,900
1 Elect Directors For For
02/02/04 - A Fair Isaac Inc. *FIC* 303250104 12/05/03 11,300
1 Elect Directors For Split
1.1 Elect Director A. George Battle ---
For
A substantial majority of the board members are
independent outsiders, and key board committees
have no insiders or affiliated outsiders. While
we commend the board for majority independent
and key board committees, we are taking action
on the employment inducement award plan as
described below. Employment Inducement
Award In November 2003, Fair Isaac
announced that its board of directors has
approved the 2003 Employment Inducement Award
Plan. The plan reserves 1.5 million shares for
granting inducement stock options and other
awards that meet the "employment inducement
award" provisions of the NYSE's recently revised
listing standards. The employment
inducement awards will be administered by the
independent compensation committee members. The
1.5 million employment inducement shares that
have been reserved represent 3.2% of the common
shares outstanding as of record date. At the
time of the press release, the company had
granted 169,500 stock options to 53 new
employees in connection with its acquisition of
the assets of Seurat Company and its affiliated
companies. We support the NYSE listing
reforms and applauds its efforts to improve the
corporate governance system. While we support
the proposed set of rules on the whole, one of
our concerns is the exemption for inducement
grants. Companies may abuse the inducement grant
provision and also use it to avoid shareholder
approval. We believe that companies should grant
employment inducement awards sparingly and use
it for few specific identified individuals. In
this case, Fair Isaac has allocated the number
of employment inducement grants prior to
identifying the specific recipients. Moreover,
shareholders have not been allowed the
opportunity to weigh in on the approval of the
plan to reserve these 1.5 million shares, which
represents a significant number of the company's
common shares outstanding as of record date.
Therefore, we recommend withholding
votes from the compensation committee members
(Alex W. Hart, Philip G. Heasley and Margaret L.
Taylor) who administer the company's equity
plans. We recommend a vote FOR all
directors except Alex W. Hart, Philip G. Heasley
and Margaret L. Taylor.
1.2 Elect Director Tony J. Christianson
--- For
1.3 Elect Director Thomas G. Grudnowski
--- For
1.4 Elect Director Alex W. Hart ---
Withhold
1.5 Elect Director Philip G. Heasley
--- Withhold
1.6 Elect Director Guy R. Henshaw ---
For
1.7 Elect Director David S.P. Hopkins
--- For
1.8 Elect Director Margaret L. Taylor
--- Withhold
2 Increase Authorized Common Stock For For
3 Ratify Auditors For For
01/15/04 - A Family Dollar Stores, Inc. 307000109 11/24/03 60,200
*FDO*
1 Elect Directors For For
2 Approve Non-Employee Director Stock For For
Option Plan
3 Ratify Auditors For For
02/17/04 - A Health Management Associates, 421933102 12/19/03 41,175
Inc. *HMA*
1 Elect Directors For For
01/28/04 - A Hewitt Associates, Inc. *HEW* 42822Q100 12/01/03 55,800
1 Elect Directors For For
2 Ratify Auditors For For
03/02/04 - A International Game Technology 459902102 01/02/04 82,400
*IGT*
1 Elect Directors For Split
1.1 Elect Director G. Thomas Baker ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Robert Miller.
We recommend that shareholders WITHHOLD votes
from Robert Miller for standing as an affiliated
outsider on the Compensation Committee.
1.2 Elect Director Neil Barsky --- For
1.3 Elect Director Robert A. Bittman
--- For
1.4 Elect Director Richard R. Burt ---
For
1.5 Elect Director Leslie S. Heisz ---
For
1.6 Elect Director Robert A. Mathewson
--- For
1.7 Elect Director Thomas J. Matthews
--- For
1.8 Elect Director Robert Miller ---
Withhold
1.9 Elect Director Frederick B.
Rentschler --- For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
01/26/04 - S International Rectifier Corp. 460254105 12/19/03 6,791
*IRF*
1 Increase Authorized Common Stock For For
01/13/04 - A Jabil Circuit, Inc. *JBL* 466313103 11/14/03 108,300
1 Elect Directors For For
2 Amend Omnibus Stock Plan For For
3 Ratify Auditors For For
02/10/04 - A Jacobs Engineering Group Inc. 469814107 01/05/04 24,400
*JEC*
1 Elect Directors For For
2 Ratify Auditors For For
03/30/04 - A Lennar Corp. *LEN* 526057104 02/05/04 21,000
1 Elect Directors For Split
1.1 Elect Director Irving Bolotin ---
Withhold
We recommend a vote FOR the directors with the
exception of Irving Bolotin from whom we
recommend that shareholders WITHHOLD votes for
standing as an affiliated outsider on the Audit,
Compensation, and Nominating committees.
1.2 Elect Director R. Kirk Landon ---
For
1.3 Elect Director Donna E. Shalala ---
For
2 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
02/18/04 - A Lucent Technologies Inc. *LU* 549463107 12/22/03 375,900
1 Elect Directors For For
1.1 Elect Director Karl J. Krapek ---
For
1.2 Elect Director Patricia F. Russo
--- For
1.3 Elect Director Henry B. Schacht ---
For
1.4 Elect Director Franklin A. Thomas
--- For
2 Declassify the Board of Directors For Against
and Amend Director Removal Provision
3 Approve Non-Employee Director For For
Omnibus Stock Plan
The total cost of the company's plans of 3.28
percent is within the allowable cap for this
company of 10.90 percent. Additionally, this
plan expressly forbids repricing.
4 Approve Reverse Stock Split For For
Since there will not be an effective increase in
the common stock authorized due to the
proportionate reduction, we recommend that
shareholders consent to this item.
Shareholder Proposals
5 Submit Severance Agreement Against For
(Change-in-Control) to Shareholder
Vote
We generally support the submission of golden
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval, which would
limit a board's negotiating flexibility. Seeking
shareholder approval after the material terms of
the contract are agreed upon would give the
board a framework to work within and prevent the
excessive "pay for failure" packages that have
been witnessed at other companies. We believe
that a company's parachute provisions should be
reasonable and not excessive. The
ceiling set by the proponent at 2.99 times the
sum of an executive's base salary and bonus is
widely considered as the standard threshold
level of severance remuneration for corporate
executives. Moreover, as stated by the company,
its current severance agreements are below the
standard threshold level. As such, the adoption
of the proposed policy would have minimum impact
on the company currently but ensures good
corporate governance for future employment
contracts. Therefore, we support this proposal.
6 Prohibit Awards to Executives Against Against
We believe that top five compensation should be
linked to the company's performance. If the
company has met or exceeded the target
performance level, executives should be
remunerated for their efforts. Discontinuing all
rights, options or SARs under an expired stock
plan does not resolve the disconnect between pay
and performance. In fact, companies can continue
to grant rights, options or SARs under an
existing plan. Therefore, we do not support this
proposal.
02/10/04 - S Mid Atlantic Medical Services, 59523C107 01/15/04 16,500
Inc.
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
02/17/04 - A Navistar International Corp. 63934E108 01/05/04 12,800
*NAV*
1 Elect Directors For For
1.1 Elect Director Michael N. Hammes
--- For
We recommend a vote FOR the directors.
1.2 Elect Director James H. Keyes ---
For
1.3 Elect Director Southwood J. Morcott
--- For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
The total cost of the company's plans of 7.37
percent is within the allowable cap for this
company of 8.46 percent. Additionally, this plan
expressly forbids repricing.
03/05/04 - A NetScreen Technologies, Inc. 64117V107 01/15/04 40,100
*NSCN*
1 Elect Directors For For
2 Ratify Auditors For For
03/25/04 - A PeopleSoft, Inc. *PSFT* 712713106 02/10/04 65,900
1 Elect Directors For For
2 Ratify Auditors For For
3 Expense Stock Options Against For
03/24/04 - A Photronics, Inc. *PLAB* 719405102 02/12/04 71,600
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
02/04/04 - A Rockwell Automation Inc *ROK* 773903109 12/08/03 17,300
A.1 Elect Director Don H. Davis, Jr. For For
We recommend a vote FOR the directors with the
exception of William H. Gray, III. We recommend
that shareholders WITHHOLD votes from William H.
Gray, III for sitting on more than six boards.
A.2 Elect Director William H. Gray, III For For
A.3 Elect Director William T. For For
McCormick, Jr.
A.4 Elect Director Keith D. Nosbusch For For
B Ratify Auditors For For
C Amend Omnibus Stock Plan For For
03/30/04 - A Skyworks Solutions, Inc. *SWKS* 83088M102 01/30/04 189,400
1 Elect Directors For For
1.1 Elect Director Kevin L. Beebe ---
For
1.2 Elect Director Timothy R. Furey ---
For
1.3 Elect Director David J. Mclachlan
--- For
2 Ratify Auditors For For
3 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
01/21/04 - A Sonic Corp. *SONC* 835451105 11/28/03 59,200
1 Elect Directors For For
2 Other Business For Against
03/30/04 - A Starbucks Corp. *SBUX* 855244109 01/26/04 56,700
1 Elect Directors For For
2 Ratify Auditors For For
02/19/04 - A Varian Medical Systems Inc 92220P105 12/22/03 36,000
*VAR*
1 Elect Directors For For
1.1 Elect Director John Seely Brown ---
For
We recommend a vote FOR the directors with the
exception of Terry R. Lautenbach. We recommend
that shareholders WITHHOLD votes from Audit
Committee member Terry R. Lautenbach for paying
excessive non-audit fees.
1.2 Elect Director Samuel Hellman ---
For
1.3 Elect Director Terry R. Lautenbach
--- For
2 Amend Executive Incentive Bonus Plan For For
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
03/22/04 - A Whole Foods Market, Inc. *WFMI* 966837106 01/22/04 16,200
1 Elect Directors For For
2 Amend Stock Option Plan For For
3 Ratify Auditors For For
4 Submit Shareholder Rights Plan Against For
(Poison Pill) to Shareholder Vote
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT MID CAP GROWTH PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
06/24/04 - A A.G. Edwards, Inc. *AGE* 281760108 05/03/04 57,900
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
05/20/04 - A Abercrombie & Fitch Co. *ANF* 002896207 03/26/04 69,700
1 Elect Directors For Split Mgmt
1.1 Elect Director John A. Golden ---
For
We recommend a vote FOR the directors with the
exception of insider Seth R. Johnson. We
recommend that shareholders WITHHOLD votes from
Seth R. Johnson for failure to establish a
majority independent board.
1.2 Elect Director Seth R. Johnson ---
Withhold
1.3 Elect Director Edward F. Limato ---
For
04/28/04 - A Adobe Systems Inc. *ADBE* 00724F101 03/03/04 91,400
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Expense Stock Options Against For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
4 Adopt a Plocy that will Committ Against For ShrHoldr
Executives to Hold a Significant
Percentage of their Shares
In this case, although the company has the
holding period requirement of 25 percent of the
net shares for two years, it does not appear
that the executives have significant holding of
outright shares. Per the company's 2004 proxy,
most of executives' beneficial stock ownership
is in the form of options.
5 Ratify Auditors For For Mgmt
05/19/04 - A Advance Auto Parts Inc *AAP* 00751Y106 03/30/04 37,200
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 86,900
Inc. *AFCI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/30/04 - A Aetna Inc. *AET* 00817Y108 02/27/04 13,400
1 Elect Directors For For Mgmt
1.1 Elect Director Betsy Z. Cohen ---
For
1.2 Elect Director Barbara Hackman
Franklin --- For
1.3 Elect Director Jeffrey E. Garten
--- For
1.4 Elect Director Earl G. Graves ---
For
1.5 Elect Director Gerald Greenwald ---
For
1.6 Elect Director Ellen M. Hancock ---
For
1.7 Elect Director Michael H. Jordan
--- For
1.8 Elect Director Jack D. Kuehler ---
For
1.9 Elect Director Edward J. Ludwig ---
For
1.10 Elect Director Joseph P. Newhouse
--- For
1.11 Elect Director Judith Rodin --- For
1.12 Elect Director John W. Rowe, M.D.
--- For
1.13 Elect Director Ronald A. Williams
--- For
1.14 Elect Director R. David Yost --- For
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
4 Limit Executive Compensation Against Against ShrHoldr
We believe that the Compensation Committee,
composed entirely of independent directors,
should have the flexibility to determine the
compensation of its senior executives based on
a number of appropriate factors, rather then
relying on an arbitrary formula. Furthermore,
we believe this proposal is too restrictive, as
it would limit equity awards to time-based
restricted shares and set arbitrary caps on
salary, bonus and severance, regardless of the
company's performance. As such, this item does
not warrant shareholder approval.
04/28/04 - A Allergan, Inc. *AGN* 018490102 03/08/04 16,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Handel E. Evans ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Gavin S.
Herbert, from whom we recommend shareholders
WITHHOLD votes for standing as an affiliated
outsider on the Audit Committee.
1.2 Elect Director Michael R. Gallagher
--- For
1.3 Elect Director Gavin S. Herbert ---
Withhold
1.4 Elect Director Stephen J. Ryan ---
For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
4 Separate Chairman and CEO Positions Against Against ShrHoldr
06/08/04 - A ALLIANCE DATA SYSTEMS CORP 018581108 04/14/04 25,300
*ADS*
1 Elect Directors For For Mgmt
05/21/04 - A Allied Waste Industries, Inc. 019589308 03/31/04 138,600
*AW*
1 Elect Directors For For Mgmt
1.1 Elect Director Thomas H. Van
Weelden --- For
1.2 Elect Director Robert M. Agate ---
For
1.3 Elect Director Leon D. Black --- For
1.4 Elect Director James W. Crownover
--- For
1.5 Elect Director Michael S. Gross ---
For
1.6 Elect Director Dennis R. Hendrix
--- For
1.7 Elect Director J. Tomilson Hill ---
For
1.8 Elect Director Lawrence V. Jackson
--- For
1.9 Elect Director Nolan Lehmann --- For
1.10 Elect Director Howard A. Lipson ---
For
1.11 Elect Director Antony P. Ressler
--- For
1.12 Elect Director Warren B. Rudman ---
For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
4 Report on Privatization Against Against ShrHoldr
We believe that the requested report would
impose an unnecessary cost to the company
without providing a corresponding benefit to
shareholders.
05/11/04 - A Altera Corp. *ALTR* 021441100 03/16/04 65,600
1 Elect Directors For For Mgmt
1.1 Elect Director John P. Daane --- For
1.2 Elect Director Robert W. Reed ---
For
1.3 Elect Director Charles M. Clough
--- For
1.4 Elect Director Robert J. Finocchio
Jr --- For
1.5 Elect Director Kevin Mcgarity ---
For
1.6 Elect Director Paul Newhagen --- For
1.7 Elect Director William E. Terry ---
For
1.8 Elect Director Susan Wang --- For
2 Amend Stock Option Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Approve Option Expensing Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
05/04/04 - A Ambac Financial Group, Inc. 023139108 03/09/04 17,900
*ABK*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
4 Ratify Auditors For For Mgmt
06/10/04 - A American Power Conversion 029066107 04/14/04 47,300
Corp. *APCC*
1 Fix Number of Directors For For Mgmt
2 Elect Directors For Split Mgmt
2.1 Elect Director Rodger B. Dowdell,
Jr. --- Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Rodger B. Dowdell, Jr.,
Emanuel E. Landsman and Neil E. Rasmussen and
affiliated outsider Ervin F. Lyon. We recommend
that shareholders WITHHOLD votes from Rodger B.
Dowdell, Jr., Emanuel E. Landsman and Neil E.
Rasmussen for failure to establish a majority
independent board. We also recommend that
shareholders WITHHOLD votes from Ervin F. Lyon
for standing as an affiliated outsider on the
Audit, Compensation and Nominating committees
and for failure to establish a majority
independent board.
2.2 Elect Director Emanuel E. Landsman
--- Withhold
2.3 Elect Director Neil E. Rasmussen
--- Withhold
2.4 Elect Director Ervin F. Lyon ---
Withhold
2.5 Elect Director James D. Gerson ---
For
2.6 Elect Director John G. Kassakian
--- For
2.7 Elect Director John F. Keane, Sr.
--- For
2.8 Elect Director Ellen B. Richstone
--- For
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/04/04 - A American Standard Companies, 029712106 03/10/04 22,600
Inc. *ASD*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
05/06/04 - A American Tower Corp. *AMT* 029912201 03/30/04 68,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Raymond P. Dolan ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Fred R.
Lummis. We recommend that shareholders WITHHOLD
votes from Fred R. Lummis for standing as an
affiliated outsider on the Audit Committee.
1.2 Elect Director Carolyn F. Katz ---
For
1.3 Elect Director Fred R. Lummis ---
Withhold
1.4 Elect Director Pamela D.A. Reeve
--- For
1.5 Elect Director James D. Taiclet,
Jr. --- For
2 Ratify Auditors For For Mgmt
05/26/04 - A Amphenol Corp. *APH* 032095101 03/29/04 18,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Approve Non-Employee Director Stock For For Mgmt
Option Plan
5 Approve Executive Incentive Bonus For For Mgmt
Plan
05/17/04 - A Anthem Inc. *ATH* 03674B104 03/19/04 26,602
1 Elect Directors For For Mgmt
06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 29,905
1 Issue Shares in Connection with an For For Mgmt
Acquisition
2 Change Company Name For For Mgmt
05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 25,206
1 Elect Directors For Split Mgmt
1.1 Elect Director Eugene C. Fiedorek
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider F. H. Merelli.
We recommend that shareholders WITHHOLD votes
from F. H. Merelli for standing as an
affiliated outsider on the Audit Committee.
1.2 Elect Director Patricia Albjerg
Graham --- For
1.3 Elect Director F. H. Merelli ---
Withhold
1.4 Elect Director Raymond Plank --- For
2 Report on Greenhouse Gas Emissions Against Against ShrHoldr
04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 85,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
05/13/04 - A Applebee's International, Inc. 037899101 03/15/04 50,800
*APPB*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Report on Genetically Modified Against Against ShrHoldr
Organisms
05/18/04 - A Arthur J. Gallagher & Co. 363576109 03/22/04 53,000
*AJG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Autoliv Inc. *ALV* 052800109 03/02/04 11,500
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/30/04 - A BANK OF HAWAII CORP *BOH* 062540109 03/01/04 36,070
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/11/04 - A BEA Systems, Inc. *BEAS* 073325102 04/30/04 89,100
1 Elect Directors For Split Mgmt
1.1 Elect Director Dean O. Morton ---
Withhold
We recommend a vote FOR George Reyes but
WITHHOLD votes from independent outsider Dean
O. Morton. We recommend that shareholders
WITHHOLD votes from Audit Committee member Dean
O. Morton for paying excessive non-audit fees.
1.2 Elect Director George Reyes --- For
2 Ratify Auditors For Against Mgmt
In this case, 75.67 percent of the total fees
paid to the auditor is attributable to
non-audit work. This notably disproportionate
fee arrangement could significantly impair the
auditor's independence.
06/24/04 - A Best Buy Co., Inc. *BBY* 086516101 04/26/04 11,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
06/16/04 - A BIOGEN IDEC INC *BIIB* 09062X103 04/20/04 50,920
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/14/04 - A Borland Software corp. *BORL* 099849101 03/31/04 143,081
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors Against Against ShrHoldr
3 Ratify Auditors For For Mgmt
05/11/04 - A Boston Scientific Corp. *BSX* 101137107 03/19/04 15,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A Broadcom Corp. *BRCM* 111320107 03/05/04 43,300
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 63.26
percent is above the allowable cap for this
company of 12.40 percent. Additionally, this
company has repriced stock options without
shareholder approval in the past. The plan
allows repricing of underwater stock options
without shareholder approval, which we believe
reduces the incentive value of the plan.
3 Ratify Auditors For For Mgmt
04/28/04 - A Brunswick Corp. *BC* 117043109 03/02/04 19,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/21/04 - A C. R. Bard, Inc. *BCR* 067383109 03/01/04 11,700
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/20/04 - A C.H. Robinson Worldwide, Inc. 12541W100 03/22/04 62,900
*CHRW*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/03/04 - A Caliper Life Sciences Inc. 130872104 04/13/04 118,200
*CALP*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A Capital One Financial Corp. 14040H105 02/29/04 8,400
*COF*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/21/04 - A Career Education Corp. *CECO* 141665109 03/23/04 49,900
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
05/04/04 - A Caremark Rx, Inc. *CMX* 141705103 04/01/04 137,690
1 Elect Directors For For Mgmt
06/29/04 - A CARMAX INC *KMX* 143130102 04/30/04 18,000
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
05/20/04 - A CDW Corp. *CDWC* 12512N105 04/01/04 52,600
1 Elect Directors For For Mgmt
1.1 Elect Director Michelle L. Collins
--- For
1.2 Elect Director Casey G. Cowell ---
For
1.3 Elect Director John A. Edwardson
--- For
1.4 Elect Director Daniel S. Goldin ---
For
1.5 Elect Director Donald P. Jacobs ---
For
1.6 Elect Director Michael P. Krasny
--- For
1.7 Elect Director Terry L. Lengfelder
--- For
1.8 Elect Director Susan D. Wellington
--- For
1.9 Elect Director Brian E. Williams
--- For
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For Against Mgmt
Omnibus Stock Plan
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 11.53 percent is above the allowable cap for
this company of 10.16 percent.
05/12/04 - A Ceridian Corporation *CEN* 156779100 03/16/04 34,600
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
06/04/04 - A Chesapeake Energy Corp. *CHK* 165167107 04/08/04 17,167
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Increase Authorized Preferred Stock For For Mgmt
04/29/04 - A ChoicePoint Inc. *CPS* 170388102 03/10/04 29,700
1 Elect Directors For For Mgmt
2 Approve Deferred Compensation Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/13/04 - A Citrix Systems, Inc. *CTXS* 177376100 03/15/04 60,700
1 Elect Directors For For Mgmt
1.1 Elect Director Mark B. Templeton
--- For
1.2 Elect Director Kevin R. Compton ---
For
1.3 Elect Director Stephen M. Dow ---
For
2 Expense Stock Options Against For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
05/26/04 - A Cognizant Technology Solutions 192446102 04/13/04 35,925
Corp. *CTSH*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
and Eliminate Class of Common Stock
3 Amend Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 15.89 percent is above the allowable cap for
this company of 12.74 percent.
4 Approve Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
06/23/04 - A/S Cognos Inc. *CSN.* 19244C109 04/26/04 26,400
1 Elect Directors For For Mgmt
2 Ratify Ernst & Young LLP as Auditors For For Mgmt
3 Amend 2003 - 2008 Stock Option Plan For For Mgmt
4 Eliminate Class of Preferred Stock For For Mgmt
05/25/04 - A Community Health Systems, Inc. 203668108 03/31/04 45,200
*CYH*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
4 Separate Chairman and CEO Positions Against Against ShrHoldr
06/15/04 - A Comverse Technology, Inc. 205862402 04/27/04 66,300
*CMVT*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/13/04 - A Cooper Cameron Corp. *CAM* 216640102 03/15/04 14,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Prepare Sustainability Report Against Against ShrHoldr
04/29/04 - A Corning Inc. *GLW* 219350105 03/01/04 81,298
1 Elect Directors For For Mgmt
1.1 Elect Director Jeremy R. Knowles
--- For
1.2 Elect Director Eugene C. Sit --- For
1.3 Elect Director William D. Smithburg
--- For
1.4 Elect Director Hansel E. Tookes II
--- For
1.5 Elect Director Wendell P. Weeks ---
For
2 Ratify Auditors For For Mgmt
3 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We generally support the submission of
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval, which would
limit a board's negotiating flexibility.
Seeking shareholder approval after the material
terms of the contract are agreed upon would
give the board a framework to work within and
prevent the excessive "pay for failure"
packages that have been witnessed at other
companies. Accordingly, we believe that this
proposal warrants shareholder support.
06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 9,600
*CFC*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
06/03/04 - A Coventry Health Care Inc. 222862104 04/05/04 37,400
*CVH*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/11/04 - A Cox Radio, Inc. *CXR* 224051102 03/15/04 28,799
1 Elect Directors For Split Mgmt
1.1 Elect Director Juanita P. Baranco
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Nicholas D.
Trigony, and insiders Robert F. Neil, Marc W.
Morgan, James C. Kennedy, Richard A. Ferguson,
and G. Dennis Berry. We recommend that
shareholders WITHHOLD votes from Nicholas D.
Trigony for standing as an affiliated outsider
on the Audit and Compensation committees, for
failure to establish an independent nominating
committee, and for failure to establish a
majority independent board. We also recommend
that shareholders WITHHOLD votes from Robert F.
Neil, Marc W. Morgan, James C. Kennedy, Richard
A. Ferguson, and G. Dennis Berry for failure to
establish an independent nominating committee
and for failure to establish a majority
independent board.
1.2 Elect Director G. Dennis Berry ---
Withhold
1.3 Elect Director Richard A. Ferguson
--- Withhold
1.4 Elect Director Paul M. Hughes ---
For
1.5 Elect Director James C. Kennedy ---
Withhold
1.6 Elect Director Marc W. Morgan ---
Withhold
1.7 Elect Director Robert F. Neil ---
Withhold
1.8 Elect Director Nicholas D. Trigony
--- Withhold
2 Approve Employee Stock Purchase Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
04/19/04 - A Cypress Semiconductor Corp. 232806109 03/01/04 47,900
*CY*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the plan of 29.96 percent is
above the allowable cap for this company of
12.74 percent.
3 Ratify Auditors For For Mgmt
05/26/04 - A Cytyc Corporation *CYTC* 232946103 04/05/04 113,500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/04/04 - A Danaher Corp. *DHR* 235851102 03/10/04 17,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Develop Charter Language on Board Against Abstain ShrHoldr
Diversity
05/18/04 - A Dean Foods Company *DF* 242370104 03/26/04 22,000
1 Elect Directors For For Mgmt
1.1 Elect Director Alan J. Bernon ---
For
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Ronald Kirk for standing as
an affiliated outsider on the Nominating
Committee and for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill. We also recommend that
shareholders WITHHOLD votes from insiders Gregg
L. Engles and Alan J. Bernon, and independent
outsiders Joseph S. Hardin, Jr. and John S.
Llewellyn, Jr. for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill.
1.2 Elect Director Gregg L. Engles ---
For
1.3 Elect Director Joseph S. Hardin,
Jr. --- For
1.4 Elect Director Ronald Kirk --- For
1.5 Elect Director John S. Llewellyn,
Jr. --- For
2 Ratify Auditors For For Mgmt
05/10/04 - A Dentsply International, Inc. 249030107 03/25/04 20,300
*XRAY*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/25/04 - A Dollar General Corp. *DG* 256669102 03/22/04 38,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/17/04 - A Dollar Tree Stores, Inc. 256747106 04/23/04 64,300
*DLTR*
1 Change Range for Size of the Board For For Mgmt
2 Elect Directors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Approve Executive Incentive Bonus For For Mgmt
Plan
04/21/04 - A Doral Financial Corp. *DRL* 25811P100 03/12/04 30,150
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Increase Authorized Preferred Stock For Against Mgmt
The requested increase of 30,000,000 shares, is
above the allowable threshold of 22,000,000
shares.
4 Approve Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/27/04 - A E*Trade Group, Inc. *ET* 269246104 04/05/04 29,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/15/04 - A E.W. Scripps Co. (The) *SSP* 811054204 02/10/04 10,900
1 Elect Directors For Split Mgmt
1.1 Elect Director David A. Galloway
--- For
We recommend a vote FOR the directors with the
exception of Nicholas B. Paumgarten. We
recommend that shareholders WITHHOLD votes from
Nicholas B. Paumgarten for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Nicholas B.
Paumgarten --- Withhold
1.3 Elect Director Ronald W. Tysoe ---
For
1.4 Elect Director Julie A. Wrigley ---
For
05/17/04 - A East West Bancorp, Inc. *EWBC* 27579R104 03/26/04 6,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/06/04 - A Echostar Communications Corp. 278762109 03/22/04 25,800
*DISH*
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael T. Dugan ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insiders David K. Moskowitz,
Charles W. Ergen, Cantey Ergen, James DeFranco,
and Michael T. Dugan. We recommend that
shareholders WITHHOLD votes from insiders David
K. Moskowitz, Charles W. Ergen, Cantey Ergen,
James DeFranco, and Michael T. Dugan for
failure to establish an independent nominating
committee and for failure to have a majority
independent board.
1.2 Elect Director James Defranco ---
Withhold
1.3 Elect Director Cantey Ergen ---
Withhold
1.4 Elect Director Charles W. Ergen ---
Withhold
1.5 Elect Director Raymond L. Friedlob
--- For
1.6 Elect Director Steven R. Goodbarn
--- For
1.7 Elect Director David K. Moskowitz
--- Withhold
1.8 Elect Director C. Michael Schroeder
--- For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/07/04 - A Ecolab, Inc. *ECL* 278865100 03/16/04 60,500
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 119,125
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
05/11/04 - A Ensco International, Inc. 26874Q100 03/15/04 80,000
*ESV*
1 Elect Directors For Split Mgmt
1.1 Elect Director David M. Carmichael
--- Withhold
We recommend that shareholders vote FOR Rita M.
Rodriguez but WITHHOLD votes from all the other
nominees. We recommend that shareholders
WITHHOLD votes from Compensation Committee
members David M. Carmichael and Thomas L. Kelly
II for not aligning CEO's compensation with
shareholders interests.
1.2 Elect Director Thomas L. Kelly II
--- Withhold
1.3 Elect Director Rita M. Rodriguez
--- For
05/13/04 - A Entercom Communications Corp. 293639100 03/19/04 583
*ETM*
1 Elect Directors For For Mgmt
05/04/04 - A EOG Resources, Inc. *EOG* 26875P101 03/08/04 47,100
1 Elect Directors For For Mgmt
1.1 Elect Director George A. Alcorn ---
For
1.2 Elect Director Charles R. Crisp ---
For
1.3 Elect Director Mark G. Papa --- For
1.4 Elect Director Edmund P. Segner,
III --- For
1.5 Elect Director Donald F. Textor ---
For
1.6 Elect Director Frank G. Wisner ---
For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/14/04 - A Equitable Resources, Inc. 294549100 02/17/04 34,000
*EQT*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/05/04 - A Expeditors International Of 302130109 03/10/04 35,160
Washington, Inc. *EXPD*
1 Elect Directors For Split Mgmt
1.1 Elect Director Peter J. Rose ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insiders R. Jordan Gates, James
L.K. Wang and Peter J. Rose. We recommend that
shareholders WITHHOLD votes from R. Jordan
Gates, James L.K. Wang and Peter J. Rose for
poor disclosure of the members of the
nominating committee.
1.2 Elect Director James L.K. Wang ---
Withhold
1.3 Elect Director R. Jordan Gates ---
Withhold
1.4 Elect Director James J. Casey ---
For
1.5 Elect Director Dan P. Kourkoumelis
--- For
1.6 Elect Director Michael J. Malone
--- For
1.7 Elect Director John W. Meisenbach
--- For
05/26/04 - A Express Scripts, Inc. *ESRX* 302182100 03/31/04 25,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Gary G. Benanav ---
For
We recommend a vote FOR the directors with the
exception of Thomas P. Mac Mahon. We recommend
that shareholders WITHHOLD votes from Thomas P.
Mac Mahon for poor attendance.
1.2 Elect Director Frank J. Borelli ---
For
1.3 Elect Director Nicholas J.
LaHowchic --- For
1.4 Elect Director Thomas P. Mac Mahon
--- Withhold
1.5 Elect Director John O. Parker, Jr.
--- For
1.6 Elect Director George Paz --- For
1.7 Elect Director Samuel K. Skinner
--- For
1.8 Elect Director Seymour Sternberg
--- For
1.9 Elect Director Barrett A. Toan ---
For
1.10 Elect Director Howard L. Waltman
--- For
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
05/04/04 - A Fairchild Semiconductor 303726103 03/10/04 53,300
International, Inc. *FCS*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/13/04 - A First Health Group Corp. 320960107 03/26/04 29,500
*FHCC*
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael J. Boskin,
Phd --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Ronald H.
Galowich. We recommend that shareholders
WITHHOLD votes from Ronald H. Galowich for
standing as an affiliated outsider on the
Compensation and Nominating committees.
1.2 Elect Director Daniel S. Brunner
--- For
1.3 Elect Director Raul Cesan --- For
1.4 Elect Director Ronald H. Galowich
--- Withhold
1.5 Elect Director Harold S. Handelsman
--- For
1.6 Elect Director Don Logan --- For
1.7 Elect Director William Mayer --- For
1.8 Elect Director David E. Simon ---
For
1.9 Elect Director James C. Smith ---
For
1.10 Elect Director Edward L. Wristen
--- For
2 Ratify Auditors For For Mgmt
04/06/04 - A Fiserv, Inc. *FISV* 337738108 02/13/04 43,065
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
06/28/04 - A Fisher Scientific 338032204 05/14/04 59,123
International Inc. *FSH*
1 Issue Shares in Connection with an For For Mgmt
Acquisition
2 Elect Directors For For Mgmt
2.1 Elect Director Michael D. Dingman
--- For
2.2 Elect Director Charles A. Sanders
M.D. --- For
3 Ratify Auditors For For Mgmt
4 Adjourn Meeting For Against Mgmt
In this case, shareholders already have enough
information to make their vote decisions. Once
their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
04/28/04 - A Fluor Corp. *FLR* 343412102 03/03/04 38,700
1 Elect Directors For Split Mgmt
1.1 Elect Director James T. Hackett ---
Withhold
We recommend a vote FOR Kent Kresa but WITHHOLD
votes from all the other nominees. We recommend
that shareholders WITHHOLD votes from Martha R.
Seger, Robin W. Renwick, and James T. Hackett
for failure to implement the option expensing
proposal.
1.2 Elect Director Kent Kresa --- For
1.3 Elect Director Robin W. Renwick ---
Withhold
1.4 Elect Director Martha R. Seger ---
Withhold
2 Ratify Auditors For For Mgmt
3 Amend Non-Employee Director For For Mgmt
Restricted Stock Plan
04/21/04 - A FMC Technologies, Inc. *FTI* 30249U101 02/27/04 17,300
1 Elect Directors For For Mgmt
1.1 Elect Director Asbjorn Larsen ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider James R.
Thompson. We recommend that shareholders
WITHHOLD votes from James R. Thompson for
standing as an affiliated outsider on the
Compensation and Nominating & Governance
committees.
1.2 Elect Director Joseph H. Netherland
--- For
1.3 Elect Director James R. Thompson
--- For
06/01/04 - A Foundry Networks, Inc. *FDRY* 35063R100 04/09/04 49,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Bobby R. Johnson,
Jr. --- For
We recommend a vote FOR the directors with the
exception of independent outsider J. Steven
Young. We recommend that shareholders WITHHOLD
votes from J. Steven Young for poor attendance.
1.2 Elect Director Andrew K. Ludwick
--- For
1.3 Elect Director Alfred J. Amoroso
--- For
1.4 Elect Director C. Nicholas Keating,
Jr. --- For
1.5 Elect Director J. Steven Young ---
Withhold
1.6 Elect Director Alan L. Earhart ---
For
2 Ratify Auditors For For Mgmt
05/06/04 - A Freeport-McMoRan Copper & Gold 35671D857 03/12/04 20,800
Inc. *FCX*
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert J. Allison,
Jr. --- For
We recommend a vote FOR the directors with the
exception of R. Leigh Clifford. We recommend
that shareholders WITHHOLD votes from R. Leigh
Clifford for poor attendance.
1.2 Elect Director R. Leigh Clifford
--- Withhold
1.3 Elect Director James R. Moffett ---
For
1.4 Elect Director B. M. Rankin, Jr.
--- For
1.5 Elect Director J. Taylor Wharton
--- For
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
4 Halt Payments to Indonesian Military Against Against ShrHoldr
06/03/04 - A Gemstar - TV Guide 36866W106 04/09/04 156,200
International, Inc. *GMST*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/28/04 - A Gen-Probe, Inc. *GPRO* 36866T103 04/15/04 25,400
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
05/13/04 - A Gentex Corp. *GNTX* 371901109 03/19/04 83,500
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
05/27/04 - A Genzyme Corp. *GENZ* 372917104 03/31/04 24,300
1 Elect Directors For For Mgmt
1.1 Elect Director Douglas A.
Berthiaume --- For
1.2 Elect Director Henry E. Blair ---
For
1.3 Elect Director Gail K. Boudreaux
--- For
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Approve Stock Option Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
5 Increase Authorized Preferred Stock For Against Mgmt
In this case, management has specifically
stated that the shares will be used in
connection with the poison pill. We recommend
shareholders vote AGAINST proposals that
increase authorized common stock for the
explicit purpose of implementing a rights plan,
especially if the plan has not been approved by
shareholders and includes a trigger of less
than 20 percent.
6 Ratify Auditors For For Mgmt
7 Limit Awards to Executives Against Against ShrHoldr
We believe that an independent Compensation
Committee should have the flexibility to
determine the compensation of its senior
executives based on a number of appropriate
factors, rather then relying on an arbitrary
formula. Furthermore, we believe this proposal
is too restrictive, as it would limit equity
awards to time-based restricted shares. As
such, this item does not warrant shareholder
approval.
05/17/04 - A Getty Images, Inc. *GYI* 374276103 03/19/04 30,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/25/04 - A Gilead Sciences, Inc. *GILD* 375558103 04/05/04 37,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Increase Authorized Common Stock For For Mgmt
05/18/04 - A Guidant Corp. *GDT* 401698105 03/11/04 9,500
1 Elect Directors For For Mgmt
1.1 Elect Director Maurice A. Cox, Jr.
--- For
1.2 Elect Director Nancy-Ann Min
DeParle --- For
1.3 Elect Director Ronald W. Dollens
--- For
1.4 Elect Director Enrique C. Falla ---
For
1.5 Elect Director Kristina M. Johnson,
Ph.D. --- For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
04/29/04 - A Harrah's Entertainment, Inc. 413619107 03/01/04 13,500
*HET*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
5 Report on Political Against Against ShrHoldr
Contributions/Activities
05/25/04 - A Henry Schein, Inc. *HSIC* 806407102 04/15/04 9,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Stanley M. Bergman
--- For
We recommend a vote FOR the directors with the
exception of Pamela Joseph. We recommend that
shareholders WITHHOLD votes from Pamela Joseph
for poor attendance.
1.2 Elect Director Gerald A. Benjamin
--- For
1.3 Elect Director James P. Breslawski
--- For
1.4 Elect Director Mark E. Mlotek ---
For
1.5 Elect Director Steven Paladino ---
For
1.6 Elect Director Barry J. Alperin ---
For
1.7 Elect Director Pamela Joseph ---
Withhold
1.8 Elect Director Donald J. Kabat ---
For
1.9 Elect Director Marvin H. Schein ---
For
1.10 Elect Director Irving Shafran ---
For
1.11 Elect Director Philip A. Laskawy
--- For
1.12 Elect Director Norman S. Matthews
--- For
1.13 Elect Director Louis W. Sullivan
--- For
1.14 Elect Director Margaret A. Hamburg
--- For
2 Amend Stock Option Plan For For Mgmt
3 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
4 Approve Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/12/04 - A Hercules Inc. *HPC* 427056106 03/22/04 119,600
1 Elect Directors For For Mgmt
2 Amend Articles to Elect Directors For For Mgmt
by Plurality Vote
3 Ratify Auditors For For Mgmt
4 Amend Articles to Provide For For Mgmt
Shareholders with Right to Act by
Written Consent and Call Special
Meetings
05/27/04 - A Hilton Hotels Corp. *HLT* 432848109 03/29/04 39,300
1 Elect Directors For For Mgmt
1.1 Elect Director A. Steven Crown ---
For
1.2 Elect Director David Michels --- For
1.3 Elect Director John H. Myers --- For
1.4 Elect Director Donna F. Tuttle ---
For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Incentive Bonus Plan For For Mgmt
5 Declassify the Board of Directors Against Against ShrHoldr
6 Require Majority of Independent Against For ShrHoldr
Directors on Board
Currently, according to our definitions, the
board consists of two insiders, four affiliated
outsiders, and seven independent outsiders.
Thus, insiders and affiliated outsiders
constitute 46 percent of the board seats. We
believe that a board should consist of a
substantial majority of independent outsiders.
In summary, in evaluating proposals requiring
that a substantial majority of the board be
composed of independent directors, shareholders
should closely examine the current composition
of the board, the proponent's definition of
independence, and the board's responsiveness to
shareholder concerns. If the board composition
is poor or the board has not fulfilled its
fiduciary duties, then shareholders should vote
in favor of a proposal which would require a
greater number of outsiders on the board.
However, if the board is already sufficiently
independent and is fulfilling its fiduciary
duty, support of such a proposal is
unnecessary. Although we do not agree with all
of the proponent's classifications of
independent directors, in light of the fact
that the board is only 54 percent independent,
we believe this proposal sends an important
message to management and is in shareholders'
best interests.
05/20/04 - A Hughes Supply, Inc. *HUG* 444482103 03/26/04 31,200
1 Elect Directors For For Mgmt
1.1 Elect Director John D. Baker II ---
For
1.2 Elect Director Dale E. Jones --- For
1.3 Elect Director William P. Kennedy
--- For
1.4 Elect Director Patrick J. Knipe ---
For
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/27/04 - A Inamed Corp. *IMDC* 453235103 04/12/04 43,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Nicholas L. Teti ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Malcolm R.
Currie, Ph.D.. We recommend that shareholders
WITHHOLD votes from Malcolm R. Currie, Ph.D.
for standing as an affiliated outsider on the
Audit and Nominating committees.
1.2 Elect Director James E. Bolin ---
For
1.3 Elect Director Malcolm R. Currie,
Ph.D. --- Withhold
1.4 Elect Director John C. Miles II ---
For
1.5 Elect Director Mitchell S.
Rosenthal, M.D. --- For
1.6 Elect Director Joy A. Amundson ---
For
1.7 Elect Director Terry E. Vandewarker
--- For
2 Increase Authorized Common Stock For For Mgmt
3 Approve Stock Option Plan For For Mgmt
4 Amend Restricted Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
06/23/04 - A InteractiveCorp *IACI* 45840Q101 04/29/04 35,926
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard N. Barton
--- For
We recommend a vote FOR the directors with the
exception of independent outsider Edgar
Bronfman, Jr., affiliated outsider Diane Von
Furstenberg, and insiders Victor A. Kaufman,
Barry Diller, and Robert R. Bennett. We
recommend that shareholders WITHHOLD votes from
Edgar Bronfman, Jr. for poor attendance, from
Robert R. Bennett for standing as an insider on
the Compensation Committee and for failure to
establish an independent nominating committee,
and from Diane Von Furstenberg, Victor A.
Kaufman, and Barry Diller for failure to
establish an independent nominating committee.
1.2 Elect Director Robert R. Bennett
--- Withhold
1.3 Elect Director Edgar Bronfman, Jr.
--- Withhold
1.4 Elect Director Barry Diller ---
Withhold
1.5 Elect Director Victor A. Kaufman
--- Withhold
1.6 Elect Director Donald R. Keough ---
For
1.7 Elect Director Marie-Josee Kravis
--- For
1.8 Elect Director John C. Malone ---
For
1.9 Elect Director Steven Rattner ---
For
1.10 Elect Director Gen. H.N.
Schwarzkopf --- For
1.11 Elect Director Alan G. Spoon --- For
1.12 Elect Director Diane Von
Furstenberg --- Withhold
2 Ratify Auditors For For Mgmt
05/12/04 - A Intersil Corporation *ISIL* 46069S109 03/17/04 72,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
04/29/04 - A Invitrogen Corp. *IVGN* 46185R100 02/27/04 28,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
05/27/04 - A Iron Mountain Inc. *IRM* 462846106 04/05/04 15,400
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/04/04 - A ITT Educational Services, Inc. 45068B109 03/05/04 10,900
*ESI*
1 Elect Directors For For Mgmt
1.1 Elect Director Rene R. Champagne
--- For
1.2 Elect Director John F. Cozzi --- For
1.3 Elect Director James D. Fowler, Jr.
--- For
1.4 Elect Director Harris N. Miller ---
For
2 Increase Authorized Common Stock For Against Mgmt
The requested increase of 200,000,000 shares,
is above the allowable threshold of 187,500,000
shares.
05/11/04 - A ITT Industries, Inc. *ITT* 450911102 03/19/04 8,200
1 Ratify Auditors For For Mgmt
2 Elect Directors For For Mgmt
04/22/04 - A J. B. Hunt Transport Services, 445658107 02/27/04 22,700
Inc. *JBHT*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/12/04 - A Laboratory Corporation of 50540R409 03/31/04 15,100
America Holdings *LH*
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/27/04 - A Lamar Advertising Company 512815101 04/05/04 58,400
*LAMR*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 7,900
*LEH*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A Leucadia National Corp. *LUK* 527288104 04/08/04 14,144
1 Elect Directors For For Mgmt
2 Amend Articles to Extend Provisions For For Mgmt
that Restrict Accumulation of 5%
Common Stock
3 Ratify Auditors For For Mgmt
04/22/04 - A Lexmark International, Inc. 529771107 03/05/04 15,300
*LXK*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
05/17/04 - A Limited Brands *LTD* 532716107 03/31/04 85,100
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/17/04 - A Lincare Holdings, Inc. *LNCR* 532791100 03/31/04 18,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/06/04 - A Linens 'n Things, Inc. *LIN* 535679104 03/08/04 24,400
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/06/04 - A LSI Logic Corp. *LSI* 502161102 03/11/04 170,100
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For Against Mgmt
We generally approve of plans which: (a) comply
with Section 423 of the Internal Revenue Code;
(b) have a reasonable number of shares being
reserved; (c) have a reasonable offering
period, and; (d) place limits on participation.
However, in this case the plan also includes an
evergreen provision which allows the company to
annually reserve 1.15 percent of the company's
outstanding stock less the number of shares
available for future grants. Because there is
no expiration date specified for this plan, we
are unable to determine the total number of
shares which will become available for future
issuance and, as such, we are unable to
determine if the number of shares being
reserved is reasonable.
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Approve/Amend Executive Incentive For For Mgmt
Bonus Plan
5 Ratify Auditors For For Mgmt
05/06/04 - A Lyondell Chemical Co. *LYO* 552078107 03/10/04 49,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/04 - A Manor Care, Inc. *HCR* 564055101 03/12/04 22,100
1 Elect Directors For Split Mgmt
1.1 Elect Director Virgis W. Colbert
--- Withhold
We recommend a vote FOR all nominees expect
Virgis W. Colbert. We recommend that
shareholders WITHHOLD votes from Audit
Committee member and independent outsider
Virgis W. Colbert for paying excessive
non-audit fees.
1.2 Elect Director William H. Longfield
--- For
1.3 Elect Director Paul A. Ormond ---
For
2 Amend Omnibus Stock Plan For For Mgmt
3 Declassify the Board of Directors For Against Mgmt
4 Ratify Auditors For Against Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
The Compensation Committee is composed of
majority independent directors and currently
sets and reviews the company's executive
compensation program. We believe that the
Compensation Committee should have the
flexibility to determine an executive's pay
based on a number of factors, rather then have
an arbitrary cap to determine executive
compensation. Although we agree with the
proponent that the restricted share program
should utilize justifiable performance
criteria, the proposed caps on restricted stock
grants, severance payments, salary and bonus,
would be unduly restrictive. Thus, we do not
support this proposal.
04/27/04 - A Manpower Inc. *MAN* 56418H100 02/17/04 36,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A Mattel, Inc. *MAT* 577081102 03/17/04 109,300
1 Elect Directors For For Mgmt
1.1 Elect Director Eugene P. Beard ---
For
1.2 Elect Director Michael J. Dolan ---
For
1.3 Elect Director Robert A. Eckert ---
For
1.4 Elect Director Tully M. Friedman
--- For
1.5 Elect Director Ronald M. Loeb ---
For
1.6 Elect Director Andrea L. Rich ---
For
1.7 Elect Director Ronald L. Sargent
--- For
1.8 Elect Director Christopher A.
Sinclair --- For
1.9 Elect Director G. Craig Sullivan
--- For
1.10 Elect Director John L. Vogelstein
--- For
1.11 Elect Director Kathy Brittain White
--- For
2 Ratify Auditors For For Mgmt
3 Limit Awards to Executives Against Against ShrHoldr
While we share the proponent's concern about
excessive executive compensation, we believe
this proposal is too restrictive and would
limit the flexibility of the compensation
committee to design appropriate compensation
structure for the executives. As such, this
item does not warrant shareholder approval.
4 Prohibit Auditor from Providing Against For ShrHoldr
Non-Audit Services
Since approval of this proposal will enhance
company's transparency to shareholders and
ensure auditor independence, we support this
proposal.
04/27/04 - A MB Financial, Inc. *MBFI* 55264U108 03/15/04 27,900
1 Elect Directors For For Mgmt
05/27/04 - A MCAFEE INC. *MFE* 640938106 04/01/04 49,100
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/27/04 - A Medicines Company (The) *MDCO* 584688105 04/16/04 44,915
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/20/04 - A MedImmune, Inc. *MEDI* 584699102 03/31/04 36,000
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/19/04 - A Mercury Interactive Corp. 589405109 03/22/04 56,000
*MERQ*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
05/11/04 - A MGI Pharma, Inc. *MOGN* 552880106 03/15/04 10,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Andrew J. Ferrara
--- For
We recommend a vote FOR the directors with the
exception of independent outsider David B.
Sharrock. We recommend that shareholders
WITHHOLD votes from David B. Sharrock for poor
attendance.
1.2 Elect Director Gilla Kaplan, Ph.D.
--- For
1.3 Elect Director Edward W. Mehrer ---
For
1.4 Elect Director Hugh E. Miller ---
For
1.5 Elect Director Leon O. Moulder, Jr.
--- For
1.6 Elect Director Lee J. Schroeder ---
For
1.7 Elect Director David B. Sharrock
--- Withhold
1.8 Elect Director Waneta C. Tuttle,
Ph.D. --- For
1.9 Elect Director Arthur L. Weaver,
M.D. --- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
06/17/04 - A Michaels Stores, Inc. *MIK* 594087108 04/26/04 21,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
05/07/04 - A Millennium Pharmaceuticals, 599902103 03/10/04 57,300
Inc. *MLNM*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A Millipore Corp. *MIL* 601073109 03/05/04 14,000
1 Elect Directors For For Mgmt
05/19/04 - A Mohawk Industries, Inc. *MHK* 608190104 03/22/04 28,000
1 Elect Directors For For Mgmt
06/16/04 - A Monster Worldwide, Inc. *MNST* 611742107 04/26/04 63,900
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
04/27/04 - A Moody's Corporation *MCO* 615369105 03/01/04 18,700
1 Elect Directors For For Mgmt
1.1 Elect Director Basil L. Anderson
--- For
1.2 Elect Director Raymond W Mcdaniel
Jr. --- For
1.3 Elect Director John Rutherfurd, Jr.
--- For
1.4 Elect Director John K. Wulff --- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
5 Performance- Based Against Against ShrHoldr
We evaluate shareholder proposals to grant
performance and time-based restricted shares on
a case-by-case basis. While we support the
general principal of performance-based
compensation, and believe that there should be
strong linkage between company's performance
and compensation at the senior executive level,
we believe that issuers should be given
latitude in determining the mix of award types.
Consequently, we would not support proposals
that overly restrict the Compensation Committee
to awarding only performance and time-based
options to its senior executives.
05/12/04 - A Murphy Oil Corp. *MUR* 626717102 03/15/04 10,200
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank W. Blue --- For
We recommend a vote FOR the directors with the
exception of R. Madison Murphy. We recommend
that shareholders WITHHOLD votes from R.
Madison Murphy for standing as an affiliated
outsider on the Audit Committee.
1.2 Elect Director George S. Dembroski
--- For
1.3 Elect Director Claiborne P. Deming
--- For
1.4 Elect Director Robert A. Hermes ---
For
1.5 Elect Director R. Madison Murphy
--- Withhold
1.6 Elect Director William C. Nolan,
Jr. --- For
1.7 Elect Director Ivar B. Ramberg ---
For
1.8 Elect Director David J. H. Smith
--- For
1.9 Elect Director Caroline G. Theus
--- For
2 Ratify Auditors For For Mgmt
04/28/04 - A National Commerce Financial 63545P104 03/01/04 75,400
Corporation *NCF*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A National Instruments Corp. 636518102 03/15/04 51,400
*NATI*
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
05/19/04 - A National-Oilwell, Inc. *NOI* 637071101 03/22/04 13,500
1 Elect Directors For For Mgmt
04/26/04 - A NBTY, Inc. *NTY* 628782104 03/22/04 21,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/16/04 - S NetScreen Technologies, Inc. 64117V107 03/10/04 33,100
1 Approve Merger Agreement For For Mgmt
2 Adjourn Meeting For Against Mgmt
05/26/04 - A Neurocrine Biosciences, Inc. 64125C109 04/01/04 27,000
*NBIX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 36,700
*NXTL*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
04/15/04 - A Novell, Inc. *NOVL* 670006105 02/20/04 67,000
1 Elect Directors For For Mgmt
1.1 Elect Director Albert Aiello --- For
1.2 Elect Director Fred Corrado --- For
1.3 Elect Director Richard L. Crandall
--- For
1.4 Elect Director Wayne Mackie --- For
1.5 Elect Director Claudia B. Malone
--- For
1.6 Elect Director Jack L. Messman ---
For
1.7 Elect Director Richard L. Nolan ---
For
1.8 Elect Director Thomas G. Plaskett
--- For
1.9 Elect Director John W. Poduska, Sr.
--- For
1.10 Elect Director James D. Robinson,
III --- For
1.11 Elect Director Kathy Brittain White
--- For
2 Expense Stock Options Against For ShrHoldr
3 Performance-Based/Indexed Options Against For ShrHoldr
We believe the company would benefit from
making greater use of equity awards tied to
performance measures.
4 Prohibit Auditor from Providing Against For ShrHoldr
Non-Audit Services
Since approval of this proposal will enhance
company's transparency to shareholders and
ensure auditor independence, we support this
proposal.
04/16/04 - A Novellus Systems, Inc. *NVLS* 670008101 02/17/04 51,970
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Provision of Non-Audit Services by Against For ShrHoldr
Independent Auditors
Since approval of this proposal will enhance
company's transparency to shareholders and
ensure auditor independence, we support this
proposal.
4 Limit Executive Compensation Against Against ShrHoldr
05/06/04 - A NTL Incorporated *NTLI* 62940M104 03/22/04 19,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Approve Share Plan Grant For For Mgmt
05/04/04 - A O'Reilly Automotive, Inc. 686091109 02/27/04 44,000
*ORLY*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Elect Director John Murphy For For Mgmt
4 Elect Director Ronald Rashkow For For Mgmt
05/14/04 - A Office Depot, Inc. *ODP* 676220106 03/10/04 102,100
1 Elect Directors For Split Mgmt
1.1 Elect Director Lee A. Ault III ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insider Bruce Nelson, affiliated
outsider David I. Fuente, and independent
outsiders Michael J. Myers, James L. Heskett,
W. Scott Hedrick, Brenda J. Gaines, Neil R.
Austrian, and Lee A. Ault III. We recommend
that shareholders WITHHOLD votes from Bruce
Nelson, Michael J. Myers, James L. Heskett, W.
Scott Hedrick, Brenda J. Gaines, David I.
Fuente, Neil R. Austrian, and Lee A. Ault III
for failure to implement the proposal to submit
the company's poison pill to a shareholder vote.
1.2 Elect Director Neil R. Austrian ---
Withhold
1.3 Elect Director David W. Bernauer
--- For
1.4 Elect Director Abelardo E. Bru ---
For
1.5 Elect Director David I. Fuente ---
Withhold
1.6 Elect Director Brenda J. Gaines ---
Withhold
1.7 Elect Director Myra M. Hart --- For
1.8 Elect Director W. Scott Hedrick ---
Withhold
1.9 Elect Director James L. Heskett ---
Withhold
1.10 Elect Director Patricia H. McKay
--- For
1.11 Elect Director Michael J. Myers ---
Withhold
1.12 Elect Director Bruce Nelson ---
Withhold
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 22,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/21/04 - A Outback Steakhouse, Inc. *OSI* 689899102 02/27/04 18,000
1 Elect Directors For For Mgmt
1.1 Elect Director John A. Brabson, Jr.
--- For
1.2 Elect Director Lee Roy Selmon ---
For
2 Amend Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 16.41 percent is above the allowable cap for
this company of 12.97 percent.
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
06/02/04 - A Oxford Health Plans, Inc. 691471106 04/15/04 36,700
*OHP*
1 Elect Directors For Split Mgmt
1.1 Elect Director Kent J. Thirty ---
For
We recommend a vote FOR Kent J. Thiry, but
WITHHOLD votes from affiliated outsider
Benjamin H. Safirstein, M.D. We recommend that
shareholders WITHHOLD votes from Benjamin H.
Safirstein, M.D. for poor attendance and for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director B.H. Safirstein,
M.D. --- Withhold
2 Ratify Auditors For For Mgmt
3 Divest from Tobacco Equities Against Against ShrHoldr
Because of the lack of company investments in
tobacco equities, restrictive format, and
potential financial impact of this proposal, we
do not recommend shareholder support for this
resolution.
04/23/04 - A P.F. Chang's China Bistro Inc 69333Y108 02/27/04 14,708
*PFCB*
1 Elect Directors For For Mgmt
1.1 Elect Director Richard L. Federico
--- For
1.2 Elect Director R. Michael Welborn
--- For
1.3 Elect Director James D. Shennan,
Jr. --- For
1.4 Elect Director F. Lane Cardwell,
Jr. --- For
1.5 Elect Director Kenneth J. Wessels
--- For
1.6 Elect Director M. Ann Rhoades ---
For
1.7 Elect Director Lesley H. Howe ---
For
2 Ratify Auditors For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Adjourn Meeting For Against Mgmt
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
04/27/04 - A Paccar Inc. *PCAR* 693718108 03/01/04 14,100
1 Elect Directors For For Mgmt
1.1 Elect Director David K. Newbigging
--- For
1.2 Elect Director Harry C. Stonecipher
--- For
1.3 Elect Director Harold A. Wagner ---
For
2 Increase Authorized Common Stock For For Mgmt
3 Amend Deferred Compensation Plan For For Mgmt
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans. Ideally, a pill
should include a two- to three-year sunset
provision, a reasonable flip-in (20 percent or
higher), and a chewable feature allowing
shareholders to redeem the pill in the event of
a takeover offer. In this case, the
company's rights plan, which was renewed in
1999, was not approved by shareholders nor does
it embody the above features that we recommend.
We therefore agree with the proponent that the
current pill and any new pill be put to a
shareholder vote.
5 Limit Awards to Executives Against Against ShrHoldr
We believe that there should be a positive
linkage between executive pay and the company's
shareholder returns. Specifically, if total
shareholder returns decrease over the long
term, then executive compensation should follow
suit and not increase as it has been observed
in the case of some companies. In this case,
PACCAR has posted one-year, three-year, and
five-year total shareholder returns of 89.53
percent, 41.42 percent, and 30.21 percent,
respectively, outperforming its peer group
(72.09 percent, 3.35 percent, and 6.80 percent)
and the S&P 500 index (38.90 percent, -1.51
percent, and -0.34 percent) over the same
period. We also agree that setting
executive compensation is the responsibility of
an independent compensation committee. In this
case, the Compensation Committee is comprised
of independent outsiders, which minimizes any
conflicts of interests between the management
and shareholders. The prohibition on all future
stock option programs would affect the
company's ability to retain a large number of
critical employees or attract qualified
personnel. We also note that the company
maintains a policy of expensing stock options
which serves to discipline compensation
practices and level the accounting playing
field among different forms of pay. We believe
this proposal is too restrictive, as it would
prohibit executives from receiving stock
options, a common form of equity award. As
such, this item does not warrant shareholder
approval
05/19/04 - A Pacific Sunwear of California, 694873100 04/05/04 35,350
Inc. *PSUN*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Packaging Corporation of 695156109 03/15/04 33,400
America *PKG*
1 Elect Directors For Split Mgmt
1.1 Elect Director Henry F. Frigon ---
For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Thomas S.
Souleles and Samuel M. Mencoff. We recommend
that shareholders WITHHOLD votes from Thomas S.
Souleles for standing as an affiliated outsider
on the Compensation and Nominating committees,
and from Samuel M. Mencoff for standing as an
affiliated outsider on the Compensation
Committee.
1.2 Elect Director Louis S. Holland ---
For
1.3 Elect Director Justin S. Huscher
--- For
1.4 Elect Director Samuel M. Mencoff
--- Withhold
1.5 Elect Director Thomas S. Souleles
--- Withhold
1.6 Elect Director Paul T. Stecko ---
For
1.7 Elect Director Rayford K.
Williamson --- For
2 Ratify Auditors For For Mgmt
05/26/04 - A PAR PHARMACEUTICAL COS INC 717125108 04/08/04 15,000
*PRX*
1 Elect Directors For For Mgmt
2 Change Company Name For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
5 Approve Executive Incentive Bonus For For Mgmt
Plan
06/29/04 - A PATTERSON-UTI ENERGY INC. 703481101 05/28/04 47,511
*PTEN*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/19/04 - A Performance Food Group Co. 713755106 03/29/04 17,900
*PFGC*
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
06/10/04 - A PETsMART *PETM* 716768106 04/12/04 82,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A Pioneer Natural Resources Co. 723787107 03/17/04 23,900
*PXD*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/14/04 - A PMC-Sierra, Inc. *PMCS* 69344F106 03/15/04 35,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert Bailey --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider James Diller.
We recommend that shareholders WITHHOLD votes
from James Diller for standing as an affiliated
outsider on the Compensation and Nominating
committees.
1.2 Elect Director Alexandre Balkanski
--- For
1.3 Elect Director Richard Belluzzo ---
For
1.4 Elect Director James Diller ---
Withhold
1.5 Elect Director Jonathan Judge ---
For
1.6 Elect Director William Kurtz --- For
1.7 Elect Director Frank Marshall ---
For
1.8 Elect Director Lewis Wilks --- For
2 Ratify Auditors For For Mgmt
04/27/04 - A Pogo Producing Co. *PPP* 730448107 03/12/04 7,800
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/02/04 - A Polycom, Inc. *PLCM* 73172K104 04/09/04 57,100
1 Elect Directors For Split Mgmt
1.1 Elect Director Betsy S. Atkins ---
For
We recommend a vote FOR the directors with the
exception of William A. Owens. We recommend
that shareholders WITHHOLD votes from William
A. Owens for sitting on more than six boards at
the time of our analysis.
1.2 Elect Director John Seely Brown ---
For
1.3 Elect Director Robert C. Hagerty
--- For
1.4 Elect Director John A. Kelley, Jr.
--- For
1.5 Elect Director Michael R. Kourey
--- For
1.6 Elect Director Stanley J. Meresman
--- For
1.7 Elect Director William A. Owens ---
Withhold
1.8 Elect Director Durk I. Jager --- For
1.9 Elect Director Thomas G. Stemberg
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 180,700
*PVN*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Quest Diagnostics, 74834L100 03/08/04 8,600
Incorporated *DGX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A Radian Group Inc. *RDN* 750236101 03/15/04 36,500
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Articles For Against Mgmt
Proposal would declassify the board.
4 Ratify Auditors For For Mgmt
04/26/04 - A Regeneration Technologies, 75886N100 03/24/04 34,904
Inc. *RTIX*
1 Elect Directors For Split Mgmt
1.1 Elect Director Brian K. Hutchison
--- For
We recommend a vote FOR the directors with the
exception of David J. Simpson. We recommend
that shareholders WITHHOLD votes from David J.
Simpson for standing as an affiliated outsider
on the Audit Committee and David J. Simpson for
standing as an affiliated outsider on the
Compensation Committee.
1.2 Elect Director David J. Simpson ---
Withhold
2 Approve Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 14.63 percent is above the allowable cap for
this company of 11.42 percent.
05/04/04 - A Robert Half International Inc. 770323103 03/11/04 43,000
*RHI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A Ross Stores, Inc. *ROST* 778296103 03/22/04 38,200
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Michael J. Bush ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Audit Committee member
Michael J. Bush for standing as an affiliated
outsider on the Audit and Nominating
committees, and for failure to establish a
majority independent board. We also recommend
that shareholders WITHHOLD votes from
affiliated outsider Norman A. Ferber and from
insider James C. Peters for failure to
establish a majority independent board.
1.2 Elect Director Norman A. Ferber ---
Withhold
1.3 Elect Director James C. Peters ---
Withhold
2 Approve Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
04/23/04 - A Rowan Companies, Inc. *RDC* 779382100 03/01/04 20,300
1 Elect Directors For For Mgmt
05/20/04 - A Safeway Inc. *SWY* 786514208 03/25/04 75,200
1 Elect Directors For Split Mgmt
1.1 Elect Director Steven A. Burd ---
Withhold
A key issue for investors as they sift through
questions raised about performance,
relationships and related party transactions is
whether or not Safeway's board is fulfilling
its fiduciary obligation to shareholders by
providing effective management oversight.
Recent corporate governance reforms are steps
in the right direction, but are they a
sufficient antidote to a legacy of
relationships that extends back almost two
decades? Criticisms of Safeway's
performance are modestly compelling. Safeway's
performance record over the last five years has
been less than favorable. Some critics put the
blame for this performance problem squarely on
the shoulders of Mr. Burd. At the same time,
most of Safeway's peer group has struggled. The
recent earnings report is a mixed bag and
continues to highlight trends that have
impacted Safeway and its competitors over the
last few years. If this "vote no" campaign were
solely a referendum on performance, it would
likely not have gained the traction and
momentum that we have seen in recent weeks.
The related party transactions and
disclosure issues that have been highlighted by
the dissidents are of concern. Mr. Tauscher's
related party transactions are historical and
not monetarily significant, and, hence, we do
not recommend withholding from Mr. Tauscher on
those grounds alone. However, we do point out
that this board needs to be more diligent and
critical in its views on and disclosures of
related party transactions going forward.
A more significant concern is the
continuing KKR influence on the board. With the
company's recent announcement of Mr. Greene and
Mr. Roberts stepping down from the board, the
"KKR connection criticism is slightly
mitigated. The remaining "KKR connection" on
the board centers on Mr. MacDonnell and Mr.
Hazen. Mr. Hazen is not a current nominee. Mr.
MacDonnell is a former KKR partner and
currently retired. As such, we do not recommend
withholding from Mr. MacDonnell. As we
sift through the issues of failed transactions,
undisclosed connections, and a board dominated
by an outside entity, there is one constant '
Mr. Burd. Our recommendation to withhold from
Mr. Burd is not a referendum on Mr. Burd's
continuation as CEO, nor should it be. That is
for the board to judge. Rather, we focus on the
performance of this board and the
accountability of its CEO/chairman. In that
light, one cannot disregard the ties that bind
this board, including Mr. Burd, to KKR.
In its most recent governance reform,
the company announced the election of Mr. Hazen
as lead director. Mr. Hazen's ties to KKR
disqualify him as a strong counterbalance to
Chairman Burd. We acknowledge that the board
has few options for selection of a strong
independent chairman from its existing
directors, but we must note that the board
created this problem by failing to replace the
KKR directors in a timely fashion following the
liquidation of KKR's equity interest. The board
now must find independent candidates to fill
the three seats being vacated. We hope that one
of these new nominees will emerge as a good
choice for chairman. The recently
announced reforms are a partial step towards
resolving the KKR legacy issues. It demands a
complete solution. New names and expertise are
needed on this board, including a new
independent board chairman. We acknowledge that
this board has improved its corporate
governance, but we believe they haven't gone
far enough. We note that a separate proposal on
this ballot provides shareholders a voice on
the issue of an independent chairman.
Nevertheless, the collective history of
relationships between KKR and Safeway cannot be
ignored. Naming a strong independent chairman
is the one reform that would set the company on
the right path.
1.2 Elect Director Robert I. MacDonnell
--- For
1.3 Elect Director William Y. Tauscher
--- For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For Against Mgmt
4 Approve Repricing of Options For For Mgmt
5 Amend Bylaws to Require Independent Against For ShrHoldr
Director as Chairman of the Board
On May 3, 2004, the company announced the
election of Paul Hazen as lead independent
director. The company believes that it has met
our standards on an independent lead director.
However, as discussed more fully in the Elect
Directors section, we believe that Mr. Hazen's
ties to KKR preclude him from acting as a
strong counterbalance to Mr. Burd. We believe
that Safeway's board requires a strong
independent chairman. Since approval of this
proposal will ensure the independence of the
chairman of the board, we support this proposal.
6 Provide for Cumulative Voting Against Against ShrHoldr
7 Report on Genetically Modified Against Against ShrHoldr
Organisms (GMO)
8 Prepare Sustainability Report Against Against ShrHoldr
9 Report on Political Contributions Against Against ShrHoldr
10 Expense Stock Options Against For ShrHoldr
We support the expensing of options. We believe
that options should be expensed along with all
other forms of compensation to better reflect
the company's true earnings and provide
additional discipline against overuse. Because
the company has made a commitment to expense
options, we believe that management intends to
support this proposal at its upcoming annual
meeting.
05/25/04 - A SEI Investment Company *SEIC* 784117103 04/01/04 22,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Alfred P. West, Jr.
--- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider William M.
Doran and insider Alfred P. West, Jr. We
recommend that shareholders WITHHOLD votes from
Alfred P. West, Jr. for standing as an insider
on the Compensation Committee and for failure
to establish an independent nominating
committee. We also recommend that shareholders
WITHHOLD votes from William M. Doran for
standing as an affiliated outsider on the
Compensation Committee and for failure to
establish an independent nominating committee.
1.2 Elect Director William M. Doran ---
Withhold
1.3 Elect Director Howard D. Ross ---
For
1.4 Elect Director Thomas W. Smith ---
For
2 Ratify Auditors For For Mgmt
05/10/04 - A Select Medical Corp. *SEM* 816196109 03/26/04 42,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/23/04 - A Siebel Systems, Inc. *SEBL* 826170102 04/29/04 70,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Abstain For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
04/20/04 - A Smith International, Inc. 832110100 02/27/04 43,680
*SII*
1 Elect Directors For Split Mgmt
1.1 Elect Director James R. Gibbs ---
For
We recommend a vote FOR the directors with the
exception of Jerry W. Neely. We recommend that
shareholders WITHHOLD votes from Jerry W. Neely
for standing as an affiliated outsider on the
Audit and on the Compensation committees.
1.2 Elect Director Jerry W. Neely ---
Withhold
2 Ratify Auditors For For Mgmt
04/28/04 - A SPX Corp. *SPW* 784635104 03/08/04 18,600
1 Elect Directors For For Mgmt
05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 32,000
1 Elect Directors For For Mgmt
1.1 Elect Director Michael A. Rocca ---
For
1.2 Elect Director David A. Thompson
--- For
1.3 Elect Director Stefan K.
Widensohler --- For
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Increase Authorized Common Stock For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
While we understand the proponent's concerns
with escalating CEO pay, we believe that the
proposal is unduly restrictive. The
Compensation Committee and Management
Development Committee, which is composed
entirely of independent directors, should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. Furthermore, the features of
this proposal would limit equity awards to time
based restricted shares and set arbitrary caps
on salary, bonus and severance, regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 91,800
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
Given that the plan has already expired, and
that the board has determined not to renew the
plan, this proposal has become moot. Therefore,
we recommend that shareholders vote against
this item.
7 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans. Ideally, a pill
should include a two- to three-year sunset
provision, a reasonable flip-in (20 percent or
higher), and a chewable feature allowing
shareholders to redeem the pill in the event of
a takeover offer.
8 Limit Executive Compensation Against Against ShrHoldr
Our policy is to recommend voting against
proposals that seek to set absolute levels on
compensation or otherwise dictate the amount or
form of compensation.
9 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
In this case, the company states that the Audit
Committee pre-approves all services by Ernst &
young LLP, the company's independent auditors
in compliance with the rules of Sarbanes-Oxley
Act. Also, the aggregate fees paid for 'tax
services' and 'other services' are less than
the aggregate fees paid for 'audit services'
and 'audit-related services'. Therefore, we
believe this proposal does not warrant
shareholder support.
05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 19,200
Worldwide, Inc. *HOT*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Declassify the Board of Directors For Against Mgmt
05/19/04 - A Station Casinos, Inc. *STN* 857689103 03/26/04 31,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Lorenzo J. Fertitta
--- Withhold
We recommend a vote FOR James E. Nave, D.V.M.
but WITHHOLD votes from all the other nominees.
We recommend that shareholders WITHHOLD votes
from insider Lorenzo J. Fertitta and affiliated
outsider Blake L. Sartini for failure to
establish a majority independent board.
1.2 Elect Director Blake L. Sartini ---
Withhold
1.3 Elect Director James E. Nave,
D.V.M. --- For
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/11/04 - A Stericycle, Inc. *SRCL* 858912108 03/15/04 23,300
1 Elect Directors For For Mgmt
1.1 Elect Director Jack W. Schuler ---
For
1.2 Elect Director Mark C. Miller ---
For
1.3 Elect Director John P. Connaughton
--- For
1.4 Elect Director Rod F. Dammeyer ---
For
1.5 Elect Director Patrick F. Graham
--- For
1.6 Elect Director John Patience --- For
1.7 Elect Director Thomas R. Reusche
--- For
1.8 Elect Director Peter Vardy --- For
1.9 Elect Director L. John Wilkerson,
Ph.D. --- For
2 Ratify Auditors For For Mgmt
3 Report on Waste Incineration Against Against ShrHoldr
In this case, we note that the company does not
have a formal EHS report; however, it does
specifically discuss the issue of waste
handling and disposal in some detail on the
company's website. Moreover, the company has
taken some steps in the development of
alternative methods of disposal and committed
to reducing the use of incineration as much as
possible based on applicable regulations and
the economic viability these alternatives. We
believe that these factors are indicative of
the company's ongoing evaluation of
alternatives to incineration, and demonstrate a
reasonable approach to the proponent's
concerns. As such, we do not believe that the
requested report is necessary at this time.
05/14/04 - A SunGard Data Systems Inc. 867363103 03/15/04 52,660
*SDS*
1 Elect Directors For Split Mgmt
1.1 Elect Director Gregory S. Bentley
--- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Gregory S.
Bentley. We recommend that shareholders
WITHHOLD votes from Gregory S. Bentley for
standing as an affiliated outsider on the Audit
Committee.
1.2 Elect Director Michael C. Brooks
--- For
1.3 Elect Director Cristobal Conde ---
For
1.4 Elect Director Ramon de Oliveira
--- For
1.5 Elect Director Henry C. Duques ---
For
1.6 Elect Director Albert A. Eisenstat
--- For
1.7 Elect Director Bernard Goldstein
--- For
1.8 Elect Director Janet Brutschea
Haugen --- For
1.9 Elect Director James L. Mann --- For
1.10 Elect Director Malcolm I. Ruddock
--- For
2 Ratify Auditors For For Mgmt
04/26/04 - A Symbol Technologies, Inc. 871508107 03/01/04 41,500
*SBL*
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/26/04 - A Synopsys, Inc. *SNPS* 871607107 04/07/04 39,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Aart J. de Geus ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Sasson
Somekh. We recommend that shareholders WITHHOLD
votes from Sasson Somekh for poor attendance.
1.2 Elect Director Andy D. Bryant ---
For
1.3 Elect Director Chi-Foon Chan --- For
1.4 Elect Director Bruce R. Chizen ---
For
1.5 Elect Director Deborah A. Coleman
--- For
1.6 Elect Director A. Richard Newton
--- For
1.7 Elect Director Sasson Somekh ---
Withhold
1.8 Elect Director Roy Vallee --- For
1.9 Elect Director Steven C. Walske ---
For
2 Amend Non-Employee Director Stock For Against Mgmt
Option Plan
The total cost of the company's plans of 19.23
percent is above the allowable cap for this
company of 12.60 percent.
3 Ratify Auditors For For Mgmt
04/08/04 - A T. Rowe Price Group, Inc. 74144T108 02/06/04 12,600
*TROW*
1 Elect Directors For For Mgmt
1.1 Elect Director Edward C. Bernard
--- For
1.2 Elect Director James T. Brady ---
For
1.3 Elect Director D. William J.
Garrett --- For
1.4 Elect Director Donald B. Hebb, Jr.
--- For
1.5 Elect Director James A.C. Kennedy
--- For
1.6 Elect Director James S. Riepe ---
For
1.7 Elect Director George A. Roche ---
For
1.8 Elect Director Brian C. Rogers ---
For
1.9 Elect Director Dr. Alfred Sommer
--- For
1.10 Elect Director Dwight S. Taylor ---
For
1.11 Elect Director Anne Marie
Whittemore --- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
While we recognize T. Rowe Price's compensation
methodology for retaining employees, we
primarily evaluate stock-based incentive
proposals by analyzing the economic costs and
the dilutive impact on shareholders. Since T.
Rowe Price uses a higher level of equity in its
compensation to employees to offset the lower
cash compensation and other forms of long-term
incentives, there are higher levels of economic
costs and dilution associated with it.
Therefore, the cost for the 2004 Stock
Incentive Plan is 13.30 percent and has
exceeded the allowable cap of 6.20 percent.
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/28/04 - A TCF Financial Corp. *TCB* 872275102 03/01/04 15,700
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
04/22/04 - A Tellabs, Inc. *TLAB* 879664100 02/23/04 150,700
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/27/04 - A Teradyne, Inc. *TER* 880770102 04/05/04 26,700
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/20/04 - A Teva Pharmaceutical Industries 881624209 04/15/04 6,383
Meeting for Holders of ADRs
1 TO RECEIVE AND DISCUSS THE COMPANY For For Mgmt
S CONSOLIDATED BALANCE SHEET AS OF
DECEMBER 31, 2003 AND THE
CONSOLIDATED STATEMENTS.
2 TO APPROVE THE BOARD OF DIRECTORS For Against Mgmt
RECOMMENDATION THAT THE CASH
DIVIDEND FOR THE YEAR ENDED
DECEMBER 31, 2003, WHICH WAS PAID
IN FOUR INSTALLMENTS AND AGGREGATED
NIS 1.44 (APPROXIMATELY US$0.322)
PER ORDINARY SHARE, BE DECLARED
FINAL.
3 TO ELECT ABRAHAM E. COHEN TO SERVE For For Mgmt
FOR A THREE-YEAR TERM.
4 TO ELECT LESLIE DAN TO SERVE FOR A For For Mgmt
THREE-YEAR TERM.
5 TO ELECT PROF. MEIR HETH TO SERVE For For Mgmt
FOR A THREE-YEAR TERM.
6 TO ELECT PROF. MOSHE MANY TO SERVE For For Mgmt
FOR A THREE-YEAR TERM.
7 TO ELECT DOV SHAFIR TO SERVE FOR A For For Mgmt
THREE-YEAR TERM.
8 TO APPROVE THE PURCHASE OF DIRECTOR For Against Mgmt
S AND OFFICER S LIABILITY INSURANCE
FOR THE DIRECTORS AND OFFICERS OF
THE COMPANY.
9 Ratify Auditors For For Mgmt
05/18/04 - A The Cheesecake Factory, Inc. 163072101 03/31/04 7,576
*CAKE*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Thomas L. Gregory
--- Withhold
We support the proposed corporate governance
reforms that Culinary Union is advocating.
While we note the positive steps the company
took in forming a Corporate Governance
Committee and in eliminating the slow-hand
provision in its poison pill, it considers them
as only partial response to shareholders'
mandate on the governance issues. The company
in its defense points out that the proposals
did not receive 80 percent of the votes
outstanding which is required to amend the
company's bylaws on some of those proposals.
However, the proposals did receive clear
majority of the votes cast. In light of the
majority support, we believe that the company
should have taken additional steps to respond
to shareholders' wishes. Our policy is to
withhold votes from the director nominees if
they ignore a shareholder proposal that was
approved by a majority of the votes cast for
two consecutive years. However, in this case,
given that the no vote campaign is a
continuation of Culinary Union's advocacy of
corporate governance reforms which we support,
and the company's minimal response to address
shareholders' mandate of last year on multiple
proposals, we recommend a WITHHOLD vote from
Thomas Gregory.
2 Amend Stock Option Plan For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
05/18/04 - A The Interpublic Group of 460690100 03/26/04 112,400
Companies, Inc. *IPG*
1 Elect Directors For Split Mgmt
1.1 Elect Director David A. Bell --- For
We recommend a vote FOR the directors with the
exception of independent outsider J. Phillip
Samper. We recommend that shareholders WITHHOLD
votes from J. Phillip Samper for poor
attendance.
1.2 Elect Director Frank J. Borell ---
For
1.3 Elect Director Reginald K. Brack
--- For
1.4 Elect Director Jill M. Considine
--- For
1.5 Elect Director Christopher J.
Coughlin --- For
1.6 Elect Director John J. Donner, Jr.
--- For
1.7 Elect Director Richard A. Goldstein
--- For
1.8 Elect Director H. John Greenlaus
--- For
1.9 Elect Director Michael I. Roth ---
For
1.10 Elect Director J. Phillip Samper
--- Withhold
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
4 Ratify Auditors For For Mgmt
5 MacBride Principles Against Against ShrHoldr
05/27/04 - A The PMI Group, Inc. *PMI* 69344M101 04/01/04 16,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve Deferred Compensation Plan For For Mgmt
5 Approve Executive Incentive Bonus For For Mgmt
Plan
06/01/04 - A The TJX Companies, Inc. *TJX* 872540109 04/12/04 51,000
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Implement ILO Based Code of Conduct Against Abstain ShrHoldr
4 Report on Vendor Standards Against Abstain ShrHoldr
5 Declassify the Board of Directors Against Against ShrHoldr
05/18/04 - A Thermo Electron Corp. *TMO* 883556102 03/26/04 23,600
1 Elect Directors For For Mgmt
1.1 Elect Director Marijn E. Dekkers
--- For
1.2 Elect Director Robert A. McCabe ---
For
1.3 Elect Director Robert W. O'Leary
--- For
2 Ratify Auditors For For Mgmt
3 Limit Awards to Executives Against Against ShrHoldr
The company currently uses restricted stock as
part of its long-term incentive compensation
for executives. However, the company's proxy
materials do not specify the performance or
vesting requirements of such awards. Although
we generally support restricted stock grants as
part of overall executive compensation, we do
not believe that companies should be limited or
constrained in their selection of award
types. Although one may argue that the
level of equity compensation at the company is
not proportional to its performance, we do not
believe that this proposal represents the
solution to potential or perceived
pay-for-performance disconnects. In addition,
the proposal is too restrictive as it requires:
(1) the absolute substitution of restricted for
stock options and (2) a 100 percent retention
ratio.
05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 28,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A Too, Inc. *TOO* 890333107 03/26/04 76,000
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
04/15/04 - A Tractor Supply Co. *TSCO* 892356106 03/02/04 18,500
1 Elect Directors For Split Mgmt
1.1 Elect Director James F. Wright ---
For
We recommend a vote FOR the directors with the
exception of Gerard E. Jones. We recommend that
shareholders WITHHOLD votes from Gerard E.
Jones for standing as an affiliated outsider on
the Nominating Committee.
1.2 Elect Director Gerard E. Jones ---
Withhold
1.3 Elect Director Edna K. Morris ---
For
2 Ratify Auditors For Against Mgmt
One of the most important issues relating to
auditors is the independence of the auditing
process. The auditor's independence from the
company being audited reduces the potential for
abuse. Recently, many accounting firms have
expanded their business to include broad-based
consulting services. We believe that in some
cases, such consulting services, when operated
side by side with the accounting business, can
lower auditor objectivity. More than 50%
of the total fees paid to the auditor is
attributable to non-audit work. This notably
disproportionate fee arrangement could
significantly impair the auditor's
independence. We recommend a vote against this
proposal.
3 Approve Executive Incentive Bonus For For Mgmt
Plan
05/12/04 - A Univision Communications Inc. 914906102 03/15/04 75,620
*UVN*
1 Elect Directors For Split Mgmt
1.1 Elect Director A. Jerrold Perenchio
--- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider John G.
Perenchio, and insiders McHenry T. Tichenor,
Jr., Ray Rodriguez, and A. Jerrold Perenchio.
We recommend that shareholders WITHHOLD votes
from McHenry T. Tichenor, Jr., Ray Rodriguez,
John G. Perenchio, and A. Jerrold Perenchio for
failure to establish a majority independent
board and an independent nominating committee.
1.2 Elect Director Fernando Aguirre ---
For
1.3 Elect Director Harold Gaba --- For
1.4 Elect Director Alan F. Horn --- For
1.5 Elect Director John G. Perenchio
--- Withhold
1.6 Elect Director Ray Rodriguez ---
Withhold
1.7 Elect Director McHenry T. Tichenor,
Jr. --- Withhold
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/14/04 - A UTStarcom, Inc. *UTSI* 918076100 03/29/04 5,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Thomas J. Toy --- For
We recommend that shareholders vote FOR Thomas
J. Toy but WITHHOLD votes from insider Ying Wu
for failure to establish a majority independent
board.
1.2 Elect Director Ying Wu --- Withhold
2 Ratify Auditors For For Mgmt
05/20/04 - A Varco International, Inc. 922122106 03/22/04 18,500
*VRC*
1 Elect Directors For Split Mgmt
1.1 Elect Director Greg L. Armstrong
--- For
This ALERT revises our original vote
recommendation of a FOR vote for director
Richard A. Kertson. He is an affiliated
outsider on the company's Audit Committee. We
now recommend a WITHHOLD vote for this director.
1.2 Elect Director George S. Dotson ---
For
1.3 Elect Director Richard A. Kertson
--- Withhold
1.4 Elect Director John F. Lauletta ---
For
1.5 Elect Director Eric L. Mattson ---
For
1.6 Elect Director L.E. Simmons --- For
1.7 Elect Director Jeffery A. Smisek
--- For
1.8 Elect Director Douglas E. Swanson
--- For
1.9 Elect Director James D. Woods ---
For
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/10/04 - S Varian Medical Systems Inc 92220P105 04/12/04 35,200
*VAR*
1 Increase Authorized Common Stock For For Mgmt
05/27/04 - A VeriSign Inc *VRSN* 92343E102 03/29/04 91,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Waters Corp. *WAT* 941848103 03/15/04 19,200
1 Elect Directors For Split Mgmt
1.1 Elect Director Joshua Bekenstein
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Thomas P.
Salice and Edward Conard. We recommend that
shareholders WITHHOLD votes from Thomas P.
Salice for standing as an affiliated outsider
on the Audit, Compensation, and Nominating
committees. We also recommend that shareholders
WITHHOLD votes from Edwarrd Conard for standing
as an affiliated outsider on the Compensation
Committee.
1.2 Elect Director M.J. Berendt, Ph.D.
--- For
1.3 Elect Director Douglas A.
Berthiaume --- For
1.4 Elect Director Philip Caldwell ---
For
1.5 Elect Director Edward Conard ---
Withhold
1.6 Elect Director L.H. Glimcher, M.D.
--- For
1.7 Elect Director William J. Miller
--- For
1.8 Elect Director Thomas P. Salice ---
Withhold
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/17/04 - A Watson Pharmaceuticals, Inc. 942683103 03/19/04 58,900
*WPI*
1 Elect Directors For For Mgmt
1.1 Elect Director Allen Chao, Ph.D.
--- For
1.2 Elect Director Michel J. Feldman
--- For
1.3 Elect Director Fred G. Weiss --- For
2 Ratify Auditors For For Mgmt
3 Review Executive Compensation Against Against ShrHoldr
While we understand the proponent's concerns
with escalating CEO pay, we believe that the
proposal is unduly restrictive. The company's
independent Compensation Committee should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. Furthermore, the features of
this proposal would limit equity awards to time
based restricted shares and set arbitrary caps
on salary, bonus and severance, regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
06/28/04 - S WellPoint Health Networks Inc. 94973H108 05/10/04 24,200
*WLP*
1 Approve Merger Agreement For For Mgmt
05/26/04 - A Western Wireless Corporation 95988E204 03/26/04 66,329
*WWCA*
1 Elect Directors For For Mgmt
1.1 Elect Director John W. Stanton ---
For
1.2 Elect Director John L. Bunce, Jr.
--- For
1.3 Elect Director Mitchell R. Cohen
--- For
1.4 Elect Director Daniel J. Evans ---
For
1.5 Elect Director Theresa E. Gillespie
--- For
1.6 Elect Director Jonathan M. Nelson
--- For
1.7 Elect Director Peggy V. Phillips
--- For
1.8 Elect Director Mikal J. Thomsen ---
For
1.9 Elect Director Peter H. van Oppen
--- For
2 Ratify Auditors For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/13/04 - A Westwood One, Inc. *WON* 961815107 04/13/04 53,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/04 - A Williams-Sonoma, Inc. *WSM* 969904101 03/29/04 102,600
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/18/04 - A XTO ENERGY CORP *XTO* 98385X106 03/31/04 77,291
1 Elect Directors For Split Mgmt
1.1 Elect Director Phillip R. Kevil ---
Withhold
We recommend that shareholders vote FOR Scott
G. Sherman but WITHHOLD votes from all the
other nominees. We recommend that shareholders
WITHHOLD votes from affiliated outsider Phillip
R. Kevil for failure to establish a majority
independent board and for standing as an
affiliated outsider on the Audit and
Compensation committees and Bob R. Simpson for
failure to establish a majority independent
board.
1.2 Elect Director Scott G. Sherman ---
For
1.3 Elect Director Bob R. Simpson ---
Withhold
2 Increase Authorized Common Stock For For Mgmt
06/03/04 - A Zebra Technologies Corp. 989207105 04/08/04 19,650
*ZBRA*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
4 Adopt Charter Language on Board Against Abstain ShrHoldr
Diversity
05/10/04 - A Zimmer Holdings Inc *ZMH* 98956P102 03/15/04 45,600
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Larry C. Glasscock
--- Withhold
We recommend that shareholders WITHHOLD votes
from independent outsiders John L. McGoldrick
and Larry C. Glasscock for failure to implement
the proposal to submit the company's poison
pill to a shareholder vote.
1.2 Elect Director John L. McGoldrick
--- Withhold
2 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's pill was not
approved by shareholders, nor does it embody
the features that we recommend. We therefore
agree with the proponent that the current pill
should be put to a shareholder vote.
3 Ratify Auditors Against For ShrHoldr
We can see no compelling reason why the
company's shareholders should not be given the
right to a non-binding ratification of the
independent auditor selected by the company's
audit committee.
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
LB SERIES OPPORTUNITY GROWTH PORTFOLIO (MERGED INTO THRIVENT MID CAP GROWTH PORTFOLIO ON 5/1/2004)
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
09/18/03 - A Activision, Inc. *ATVI* 004930202 07/28/03 49,725
1 Elect Directors For For
1.1 Elect Director Robert A. Kotick ---
For
1.2 Elect Director Brian G. Kelly ---
For
1.3 Elect Director Ronald Doornink ---
For
1.4 Elect Director Kenneth L. Henderson
--- For
1.5 Elect Director Barbara S. Isgur ---
For
1.6 Elect Director Steven T. Mayer ---
For
1.7 Elect Director Robert J. Morgado
--- For
2 Increase Authorized Preferred and For Against
Common Stock
3 Approve Omnibus Stock Plan For Against
4 Ratify Auditors For For
08/21/03 - A Adaptec, Inc. *ADPT* 00651F108 06/25/03 79,500
1 Elect Directors For Split
1.1 Elect Director Carl J. Conti --- For
1.2 Elect Director Victoria L. Cotten
--- For
1.3 Elect Director Lucie J. Fjeldstad
--- Withhold
WITHHOLD votes from audit committee members for
paying excessive non-audit fees.
1.4 Elect Director Joseph S. Kennedy
--- For
1.5 Elect Director Ilene H. Lang ---
Withhold
WITHHOLD votes from audit committee members for
paying excessive non-audit fees.
1.6 Elect Director Robert J. Loarie ---
Withhold
1.7 Elect Director Robert N. Stephens
--- For
WITHHOLD votes from audit committee members for
paying excessive non-audit fees.
1.8 Elect Director Dr. Douglas E. Van
Houweling --- For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For Against
09/09/03 - A Alkermes, Inc. *ALKS* 01642T108 07/23/03 29,900
1 Elect Directors For Split
1.1 Elect Director Dr. Floyd E. Bloom
--- Withhold
We recommend a vote FOR the directors with the
exceptions of Michael A. Wall, Dr. Paul
Schimmel, Dr. Alexander Rich, and Dr. Floyd E.
Bloom. We recommend that shareholders WITHHOLD
votes from Dr. Alexander Rich and Dr. Floyd E.
Bloom for standing as affiliated outsiders on
the Audit Committee, Michael A. Wall and Dr.
Paul Schimmel for standing as affiliated
outsiders on the Compensation Committee, and Dr.
Paul Schimmel and Dr. Floyd E. Bloom for
standing as affiliated outsiders on the
Nominating Committee.
1.2 Elect Director Robert A. Breyer ---
For
1.3 Elect Director Gerri Henwood --- For
1.4 Elect Director Paul J. Mitchell ---
For
1.5 Elect Director Richard F. Pops ---
For
1.6 Elect Director Dr. Alexander Rich
--- Withhold
1.7 Elect Director Dr. Paul Schimmel
--- Withhold
1.8 Elect Director Michael A. Wall ---
Withhold
2 Amend Stock Option Plan For For
3 Amend Non-Employee Director Stock For For
Option Plan
08/05/03 - A Alliant Techsystems Inc. *ATK* 018804104 06/10/03 7,625
1 Elect Directors For For
2 Ratify Auditors For For
Shareholder Proposal
3 Report on Space-Based Weapons Against Against
08/28/03 - A American Woodmark Corp. *AMWD* 030506109 06/30/03 18,200
1 Elect Directors For Split
1.1 Elect Director William F. Brandt,
Jr. --- For
1.2 Elect Director Daniel T. Carroll
--- For
1.3 Elect Director Martha M. Dally ---
Withhold
WITHHOLD votes from Martha M. Dally for poor
attendance.
1.4 Elect Director James G. Davis ---
For
1.5 Elect Director James J. Gosa --- For
1.6 Elect Director Kent B. Guichard ---
For
1.7 Elect Director Kent J. Hussey ---
For
1.8 Elect Director G. Thomas McKane ---
For
1.9 Elect Director Neil P. DeFeo --- For
1.10 Elect Director C. Anthony
Wainwright --- For
2 Ratify Auditors For For
09/23/03 - A Asyst Technologies, Inc. *ASYT* 04648X107 07/25/03 42,400
1 Elect Directors For For
1.1 Elect Director Stephen S. Schwartz,
Ph.D. --- For
1.2 Elect Director P. Jackson Bell ---
For
1.3 Elect Director Stanley Grubel ---
For
1.4 Elect Director Robert A. McNamara
--- For
1.5 Elect Director Anthony E. Santelli
--- For
1.6 Elect Director Walter W. Wilson ---
For
1.7 Elect Director Tsuyoshi Kawanishi
--- For
2 Approve Omnibus Stock Plan For Against
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
07/30/03 - A Christopher & Banks Corp *CBK* 171046105 05/30/03 16,475
1 Elect Directors For For
1.1 Elect Director William J. Prange
--- For
We recommend a vote FOR the directors.
1.2 Elect Director James J. Fuld, Jr.
--- For
2 Amend Omnibus Stock Plan For For
3 Ratify Auditors For Against
09/03/03 - A Commonwealth Telephone 203349105 06/20/03 12,400
Enterprises, Inc. *CTCO*
1 Elect Directors For Split
1.1 Elect Director Walter Scott, Jr.
--- For
1.2 Elect Director David C. Mitchell
--- For
1.3 Elect Director David C. McCourt ---
Withhold
WITHHOLD votes from David C. McCourt for failure
to establish an independent nominating committee.
1.4 Elect Director Daniel E. Knowles
--- For
2 Ratify Auditors For For
3 Convert Class B common shares into For For
common shares
4 Adjourn Meeting For Against
09/04/03 - A Exar Corporation *EXAR* 300645108 07/11/03 39,600
1 Elect Director Dr. Frank P. Carrubba For For
2 Amend Non-Employee Director Stock For For
Option Plan
08/18/03 - A Global Imaging Systems Inc. 37934A100 06/19/03 12,300
*GISX*
1 Elect Directors For For
1.1 Elect Director Daniel T. Hendrix
--- For
1.2 Elect Director M. Lazane Smith ---
For
2 Amend Omnibus Stock Plan For For
07/10/03 - A MicroStrategy Inc. *MSTR* 594972408 05/23/03 17,600
1 Elect Directors For Split
1.1 Elect Director Michael J. Saylor
--- Withhold
We recommend a vote FOR the directors with the
exceptions of Sanju K. Bansal and Michael J.
Saylor, from whom we recommend shareholders
WITHHOLD votes for failure to establish an
independent nominating committee.
1.2 Elect Director Sanju K. Bansal ---
Withhold
1.3 Elect Director David B. Blundin ---
For
1.4 Elect Director F. David Fowler ---
For
1.5 Elect Director Carl J. Rickertsen
--- For
1.6 Elect Director Stuart B. Ross ---
For
1.7 Elect Director Ralph S. Terkowitz
--- For
2 Amend Stock Option Plan For For
3 Ratify Auditors For For
08/21/03 - A NPS Pharmaceuticals, Inc. 62936P103 07/21/03 37,600
*NPSP*
1 Elect Directors For Split
1.1 Elect Director Santo J. Costa, J.D.
--- For
1.2 Elect Director John R. Evans, M.D.
--- For
1.3 Elect Director James G. Groninger
--- Withhold
1.4 Elect Director Hunter Jackson,
Ph.D. --- Withhold
WITHHOLD votes for standing as an insider on the
Nominating Committee.
1.5 Elect Director Joseph Klein, III
--- For
1.6 Elect Director Donald E. Kuhla,
Ph.D. --- For
1.7 Elect Director Thomas N. Parks,
Ph.D. --- For
1.8 Elect Director Calvin R. Stiller,
M.D. --- For
1.9 Elect Director Peter G. Tombros ---
For
2 Increase Authorized Common Stock For For
3 Amend Stock Option Plan For For
4 Amend Employee Stock Purchase Plan For For
5 Ratify Auditors For For
09/26/03 - A Polymedica Corp. *PLMD* 731738100 08/08/03 21,300
1 Elect Directors For For
1.1 Elect Director Daniel S. Bernstein,
M.D. --- For
We recommend a vote FOR the directors with the
exception of independent director Walter R.
Maupay, Jr.. We recommend that shareholders
WITHHOLD votes from Audit Committee member
Walter R. Maupay, Jr. for paying excessive
non-audit fees.
1.2 Elect Director Herbert A. Denton
--- For
1.3 Elect Director Walter R. Maupay,
Jr. --- For
2 Ratify Auditors For For
07/24/03 - A Radiant Systems, Inc. *RADS* 75025N102 06/16/03 44,400
1 Elect Directors For Withhold
1.1 Elect Director Erez Goren ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from insider Erez Goren for
standing as an insider on the Compensation
Committee and for failure to establish an
independent nominating committee, and insider
Alon Goren for failure to establish an
independent nominating committee.
1.2 Elect Director Alon Goren ---
Withhold
09/18/03 - A Roxio, Inc. *ROXI* 780008108 07/24/03 110,200
1 Elect Directors For Split
1.1 Elect Director Joseph C.
Kaczorowski --- Withhold
We recommend a vote FOR the directors with the
exception of Joseph C. Kaczorowski. We recommend
that shareholders WITHHOLD votes from Joseph C.
Kaczorowski for poor attendance.
1.2 Elect Director Brian C. Mulligan
--- For
2 Approve Stock Option Plan For Against
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
07/16/03 - A SeaChange International Inc. 811699107 05/22/03 41,100
*SEAC*
1 Elect Director William C. For Withhold
Styslinger, III
We recommend that shareholders WITHHOLD votes
from insider William C. Styslinger, III for
failure to establish an independent nominating
committee
2 Amend Employee Stock Purchase Plan For For
08/08/03 - A The Med-Design Corp. *MEDC* 583926100 06/09/03 36,600
1 Elect Directors For Split
1.1 Elect Director Joseph N.
Bongiovanni, III --- Withhold
We recommend that shareholders vote FOR Pasquale
L. Vallone, but WITHHOLD votes from affiliated
outsider Gilbert M. White for standing as an
affiliated outsider on the Compensation and
Nominating committees and insider Joseph N.
Bongiovanni, III for standing as an insider on
the Nominating Committee.
1.2 Elect Director Pasquale L. Vallone
--- For
1.3 Elect Director Gilbert M. White ---
Withhold
2 Ratify Auditors For For
07/01/03 - A The Men's Wearhouse, Inc. *MW* 587118100 05/14/03 31,700
1 Elect Directors For Split
1.1 Elect Director George Zimmer --- For
1.2 Elect Director David H. Edwab ---
For
1.3 Elect Director Rinaldo S. Brutoco
--- Withhold
WITHHOLD votes from Rinaldo S. Brutoco for
standing as an affiliated outsider on the
Compensation and Nominating and Corporate
Governance committees.
1.4 Elect Director Michael L. Ray,
Ph.D. --- Withhold
WITHHOLD votes from Audit Committee member
Michael L. Ray, Ph.D. for paying excessive
non-audit fees.
1.5 Elect Director Sheldon I. Stein ---
Withhold
WITHHOLD votes from Audit Committee member
Sheldon I. Stein for paying excessive non-audit
fees.
1.6 Elect Director Kathleen Mason ---
Withhold
WITHHOLD votes from Audit Committee member
Kathleen Mason for paying excessive non-audit
fees.
Shareholder Proposal
2 Implement and Monitor Code of Against Against
Corporate Conduct - ILO Standards
Management Proposal
3 Ratify Auditors For Against
08/12/03 - A THQ Inc. *THQI* 872443403 06/25/03 39,800
1 Elect Directors For For
1.1 Elect Director Brian J. Farrell ---
For
1.2 Elect Director Lawrence Burstein
--- For
1.3 Elect Director Brian Dougherty ---
For
1.4 Elect Director James L. Whims ---
For
1.5 Elect Director L. Gregory Ballard
--- For
1.6 Elect Director Henry T. DeNero ---
For
2 Ratify Auditors For For
3 Amend Stock Option Plan For For
4 Approve Option Exchange Program For For
07/09/03 - A United Therapeutics Corp. 91307C102 05/12/03 32,500
*UTHR*
1 Elect Directors For For
08/08/03 - A Zoran Corp. *ZRAN* 98975F101 06/30/03 28,500
1 Approve Merger Agreement For For
2 Elect Directors For For
2.1 Elect Director Levy Gerzberg --- For
We recommend a vote FOR the directors.
2.2 Elect Director Uzia Galil --- For
2.3 Elect Director James D. Meindl ---
For
2.4 Elect Director James B. Owens, Jr.
--- For
2.5 Elect Director Arthur B. Stabenow
--- For
2.6 Elect Director Philip M. Young ---
For
3 Increase Authorized Common Stock For For
4 Amend Employee Stock Purchase Plan For For
5 Ratify Auditors For For
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
LB SERIES OPPORTUNITY GROWTH PORTFOLIO (MERGED INTO THRIVENT MID CAP GROWTH PORTFOLIO ON 5/1/2004)
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
11/25/03 - A Accredo Health, Inc. *ACDO* 00437V104 09/30/03 34,325
1 Elect Directors For For
2 Ratify Auditors For For
12/29/03 - S Activision, Inc. *ATVI* 004930202 12/01/03 49,000
1 Increase Authorized Common Stock For For
11/06/03 - A Aeroflex, Inc. *ARXX* 007768104 10/09/03 103,050
1 Elect Directors For For
10/09/03 - A Agile Software Corp. *AGIL* 00846X105 08/20/03 70,000
1 Elect Directors For For
2 Ratify Auditors For For
12/16/03 - A Alexion Pharmaceuticals, Inc. 015351109 10/23/03 47,700
*ALXN*
1 Elect Directors For For
2 Amend Stock Option Plan For For
3 Ratify Auditors For For
10/22/03 - A Applied Films Corp. *AFCO* 038197109 09/05/03 26,100
1 Elect Director Thomas T. Edman For For
2 Elect Director Vincent Sollitto, Jr. For For
3 Elect Company Secretary For For
4 Approve Omnibus Stock Plan For For
5 Other Business For Against
12/09/03 - S Bank Of The Ozarks Inc. *OZRK* 063904106 10/02/03 6,600
1 Increase Authorized Common Stock For For
12/11/03 - S Business Objects S.A. 12328X107 None 47,300
Special Meeting Agenda
1 Approve Acquisition of Crystal For For
Decsions Inc. and Approve Terms of
Merger Agreement
2 Approve Issuance of Up to 37 For For
Million Shares in Connection with
Acquisition, and Amend Articles
Accordingly
3 Approve Issuance of Warrants to For For
Subscribe to Up to 15,000 Shares to
David J. Roux
4 Authorize Issuance of Up to 250,000 For For
Shares Reserved for Business
Objects SA Employee Benefits Trust
for Use in 1995 International
Employee Stock Purchase Plan
5 Approve Issuance of Up to 50,000 For For
Shares Reserved for Employees
Participating in Savings-Related
Share Purchase Plan
6 Authorize Issuance of Equity or For For
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 1.3 Million
7 Authorize Issuance of Equity or For For
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 1.3 Million
8 Amend 2001 Executive Stock Option For Against
Plan Re: Number of Available Shares
9 Elect David J. Roux as Director For For
10 Approve Increase in Director For For
Remuneration to Aggregate Amount of
EUR 350,000
11 Authorize Filing of Required For For
Documents/Other Formalities
12/09/03 - A Cable Design Technologies Corp. 126924109 10/22/03 90,000
*CDT*
1 Elect Directors For Split
1.1 Elect Director Bryan C. Cressey ---
For
1.2 Elect Director Lance C. Balk ---
Withhold
WITHHOLD votes from Lance C. Balk for standing
as an affiliated outsider on the Nominating
Committee.
1.3 Elect Director George Graeber ---
For
1.4 Elect Director Michael F.O. Harris
--- For
1.5 Elect Director Glenn Kalnasy --- For
1.6 Elect Director Ferdinand Kuznik ---
For
1.7 Elect Director Richard C. Tuttle
--- For
2 Ratify Auditors For For
11/20/03 - A CACI International, Inc. *CAI* 127190304 09/24/03 21,200
1 Elect Directors For For
2 Ratify Auditors For For
10/29/03 - A CheckFree Corp. *CKFR* 162813109 09/08/03 42,000
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
Shareholder Proposal
3 Make Effort to Locate Women and Against Abstain
Minorities for Board Nomination
11/05/03 - A Coach, Inc. *COH* 189754104 09/17/03 12,400
1 Elect Directors For For
1.1 Elect Director Joseph Ellis --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Michael Murphy.
We recommend that shareholders WITHHOLD votes
from Michael Murphy for standing as an
affiliated outsider on the Audit and Human
Resources & Governance committees.
1.2 Elect Director Lew Frankfort --- For
1.3 Elect Director Sally Frame Kasaks
--- For
1.4 Elect Director Gary Loveman --- For
1.5 Elect Director Irene Miller --- For
1.6 Elect Director Keith Monda --- For
1.7 Elect Director Michael Murphy ---
For
12/08/03 - A Copart, Inc. *CPRT* 217204106 10/13/03 71,750
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
11/20/03 - A Corinthian Colleges, Inc. 218868107 10/01/03 26,700
*COCO*
1 Elect Directors For Split
1.1 Elect Director Paul R. St. Pierre
--- Withhold
We recommend a vote FOR the directors with the
exception of Paul R. St. Pierre, from whom we
recommend shareholders WITHHOLD votes for
failure to establish an independent nominating
committee.
1.2 Elect Director Linda Arey Skladany,
Esq. --- For
2 Increase Authorized Common Stock For For
3 Approve Omnibus Stock Plan For For
4 Ratify Auditors For For
10/28/03 - A Cree, Inc. *CREE* 225447101 09/04/03 38,700
1 Elect Directors For Split
1.1 Elect Director F. Neal Hunter ---
For
We recommend a vote FOR the directors with the
exceptions of independent outsiders Robert J.
Potter, Ph.D., William J. O'Meara, James E.
Dykes, and Dolph W. von Arx. We recommend that
shareholders WITHHOLD votes from Audit Committee
members Robert J. Potter, Ph.D., William J.
O'Meara, James E. Dykes, and Dolph W. von Arx
for paying excessive non-audit fees.
1.2 Elect Director Charles M. Swoboda
--- For
1.3 Elect Director John W. Palmour,
Ph.D. --- For
1.4 Elect Director Dolph W. von Arx ---
Withhold
1.5 Elect Director James E. Dykes ---
Withhold
1.6 Elect Director William J. O'Meara
--- Withhold
1.7 Elect Director Robert J. Potter,
Ph.D. --- Withhold
12/09/03 - A Datascope Corp. *DSCP* 238113104 10/24/03 26,300
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
10/03/03 - A deCODE genetics, Inc *DCGN* 243586104 08/28/03 167,300
1 Elect Directors For For
2 Ratify Auditors For For
10/30/03 - A Digene Corp. *DIGE* 253752109 09/09/03 11,900
1 Elect Directors For For
1.1 Elect Director John H. Landon ---
For
1.2 Elect Director John J. Whitehead
--- For
2 Amend Omnibus Stock Plan For Against
10/30/03 - A Electro Scientific Industries, 285229100 09/04/03 23,250
Inc. *ESIO*
1 Elect Directors For Split
1.1 Elect Director Richard J. Faubert
--- For
We recommend a vote FOR the directors with the
exceptions of Robert R. Walker and Frederick A.
Ball. We recommend that shareholders WITHHOLD
votes from Audit Committee members Robert R.
Walker and Frederick A. Ball for paying
excessive non-audit fees.
1.2 Elect Director Keith L. Thomson ---
For
1.3 Elect Director Jon D. Tompkins ---
For
1.4 Elect Director Frederick A. Ball
--- Withhold
1.5 Elect Director Robert R. Walker ---
Withhold
2 Amend Stock Option Plan For For
11/20/03 - A Emulex Corp. *ELX* 292475209 10/01/03 29,400
1 Elect Directors For Split
1.1 Elect Director Fred B. Cox ---
Withhold
We recommend a vote FOR the directors with the
exception of Fred B. Cox. We recommend that
shareholders WITHHOLD votes from Fred B. Cox for
standing as an affiliated outsider on the
Compensation Committee and for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Michael P. Downey
--- For
1.3 Elect Director Bruce C. Edwards ---
For
1.4 Elect Director Paul F. Folino ---
For
1.5 Elect Director Robert H. Goon ---
For
1.6 Elect Director Don M. Lyle --- For
2 Approve Option Exchange Program For For
3 Ratify Auditors For For
11/17/03 - A Ethan Allen Interiors Inc. 297602104 09/26/03 31,400
*ETH*
1 Elect Director Frank G. Wisner For For
2 Ratify Auditors For For
12/09/03 - A Financial Federal Corp. *FIF* 317492106 10/22/03 36,400
1 Elect Directors For For
2 Ratify Auditors For For
10/22/03 - A Global Payments, Inc. *GPN* 37940X102 08/25/03 28,700
1 Elect Directors For Split
1.1 Elect Director Raymond L. Killian,
Jr. as Class I Director --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Gillian H.
Denham. We recommend that shareholders WITHHOLD
votes from Gillian H. Denham for standing as an
affiliated outsider on the Compensation and
Nominating committees.
1.2 Elect Director Michael W. Trapp as
Class II Director --- For
1.3 Elect Director Gerald J. Wilkins as
Class II Director --- For
1.4 Elect Director Alex W. Hart as
Class III Director --- For
1.5 Elect Director William I. Jacobs as
Class III Director --- For
1.6 Elect Director Gillian H. Denham as
Class III Director --- Withhold
1.7 Elect Director Alan M. Silberstein
as Class III Director --- For
11/18/03 - A Globecomm Systems, Inc. *GCOM* 37956X103 10/06/03 73,400
1 Elect Directors For For
2 Ratify Auditors For For
11/12/03 - A Harman International 413086109 09/15/03 4,200
Industries, Inc. *HAR*
1 Elect Directors For For
2 Approve Stock Split For For
11/10/03 - A Hyperion Solutions Corp. *HYSL* 44914M104 09/16/03 17,900
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
10/29/03 - A Integrated Circuit Systems, 45811K208 09/19/03 22,200
Inc. *ICST*
1 Elect Directors For Split
1.1 Elect Director Hock E. Tan ---
Withhold
We recommend that shareholders vote FOR Nam P.
Suh, Ph.D., but WITHHOLD votes from insider Hock
E. Tan for failure to establish an independent
nominating committee.
1.2 Elect Director Nam P. Suh, Ph.D.
--- For
11/06/03 - A Lam Research Corp. *LRCX* 512807108 09/12/03 43,500
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Approve Executive Incentive Bonus For For
Plan
4 Ratify Auditors For For
11/19/03 - A Medicis Pharmaceutical Corp. 584690309 10/10/03 7,400
*MRX*
1 Elect Directors For Withhold
1.1 Elect Director Arthur G. Altschul,
Jr. --- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Audit Committee members
Philip S. Schein, M.D. and Arthur G. Altschul,
Jr. for paying excessive non-audit fees.
1.2 Elect Director Philip S. Schein,
M.D. --- Withhold
2 Increase Authorized Common Stock For Against
3 Ratify Auditors For Against
11/17/03 - S Mercury Computer Systems, Inc. 589378108 10/03/03 13,500
*MRCY*
1 Elect Directors For For
2 Amend Stock Option Plan For For
3 Amend Stock Option Plan For For
11/10/03 - A Meredith Corp. *MDP* 589433101 09/11/03 17,500
1 Elect Directors For Split
1.1 Elect Director Herbert M. Baum ---
For
We recommend a vote FOR the directors with the
exception of Frederick B. Henry. We recommend
that shareholders WITHHOLD votes from Frederick
B. Henry for poor attendance.
1.2 Elect Director Frederick B. Henry
--- Withhold
1.3 Elect Director William T. Kerr ---
For
1.4 Elect Director Nicholas L. Reding
--- For
2 Amend Director & Officer For For
Indemnification/Liability Provisions
12/12/03 - A MRV Communications, Inc. *MRVC* 553477100 10/15/03 236,400
1 Elect Directors For Split
1.1 Elect Director Noam Lotan ---
Withhold
WITHHOLD votes from Shlomo Margalit and Noam
Lotan for failure to establish an independent
nominating committee.
1.2 Elect Director Shlomo Margalit ---
Withhold
1.3 Elect Director Igal Shidlovsky ---
For
1.4 Elect Director Guenter Jaensch ---
For
1.5 Elect Director Daniel Tsui --- For
1.6 Elect Director Baruch Fischer ---
For
2 Ratify Auditors For For
11/20/03 - A NetIQ Corporation *NTIQ* 64115P102 09/26/03 62,744
1 Elect Directors For For
2 Ratify Auditors For For
10/29/03 - S New York Community Bancorp, 649445103 09/12/03 36,100
Inc. *NYB*
1 Approve Merger Agreement For For
2 Increase Authorized Common Stock For For
10/01/03 - A Omnivision Technologies, Inc. 682128103 08/28/03 31,000
*OVTI*
1 Elect Director Joseph Jeng For For
2 Ratify Auditors For For
3 Amend Stock Option Plan For Against
4 Amend Stock Option Plan For For
12/11/03 - A/S Open Text Corp. *OTC* 683715106 11/11/03 42,400
Management Proposals
1 Elect P. Thomas Jenkins, John For For
Shackleton, Randy Fowlie, Peter J.
Hoult, Brian Jackman, David
Johnston, Ken Olisa, Stephen J.
Sadler, Michael Slaunwhite as
Directors
2 Approve Auditors and Authorize For For
Board to Fix Remuneration of
Auditors
Shareholder Proposal
3 Make Effort to Locate Women for Against For
Board Nominations and Senior
Officer Positions
Management Proposal
4 Issue Shares in Connection with an For For
Acquisition
11/17/03 - S Plato Learning, Inc. *TUTR* 72764Y100 10/09/03 45,200
1 Issue Shares in Connection with an For For
Acquisition
2 Amend Omnibus Stock Plan For For
11/13/03 - A Resmed, Inc. *RMD* 761152107 09/15/03 16,200
1 Elect Directors For For
2 Approve Employee Stock Purchase Plan For For
3 Approve Increase in Non-Executive For For
Director Fees
4 Ratify Auditors For For
12/05/03 - A Sbs Broadcasting System L8137F102 10/07/03 58,200
S.A.(Formerly Scandinavian
Broadcasting *SBTV*
1 Presentation of Information Under None None
Article 57 of Luxembourg Company Law
2 Elect H. Sloan, M. Finkelstein, A. For For
Ghee, H. Kloiber, B. Lorenz, E.
McKinley, J. McNamara, S. O'Neill,
M. Schneider, and M. Tellenbach as
Directors
3 Authorize Share Repurchase Program For For
4 Approve Consolidated and For For
Unconsolidated Financial Statements
and Statutory Reports (Voting)
5 Confirm Determination by Board that For For
No Dividends Will be Distrubuted to
Shareholders
6 Discharge Board of Directors and For For
Statutory Auditors for Year Ended
Dec. 31, 2002
7 Appoint Ernst & Young as Auditors For For
8 Approve 2004 Share Incentive Plan For Against
and Authorize the Issuance of 2.5
Million Common Shares to Plan
Participants
The total cost of the company's plans of 15.91
percent is above the allowable cap for this
company of 9.40 percent.
11/17/03 - S Take-Two Interactive Software, 874054109 10/06/03 20,800
Inc. *TTWO*
1 Increase Authorized Common Stock For For
12/03/03 - A United Natural Foods, Inc. 911163103 10/09/03 30,500
*UNFI*
1 Elect Directors For For
2 Ratify Auditors For For
12/02/03 - A Veritas DGC Inc. *VTS* 92343P107 11/06/03 45,400
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Amend Employee Stock Purchase Plan For For
4 Approve Option Exchange Program For For
10/23/03 - A Verity, Inc. *VRTY* 92343C106 08/26/03 42,300
1 Elect Directors For For
1.1 Elect Director Anthony J.
Bettencourt --- For
We recommend that shareholders vote FOR Anthony
J. Bettencourt, but WITHHOLD votes from
independent outsider and Audit Committee member
Stephen A. MacDonald for paying excessive
non-audit fees.
1.2 Elect Director Stephen A. MacDonald
--- For
2 Ratify Auditors For For
10/24/03 - S Vimpel Communications Ao 68370R109 09/08/03 20,100
1 Approve Acquisition of VimpelCom-R For For
2 Approve Acquisition of VimpelCom-R For For
as an Interested Party Transaction
3 Issue Shares in Connection with For For
Acquisition of VimpelCom-R
4 Approve Conversion of 3,320 For For
VimpelCom-R Shares Owned by Eco
Telecom Ltd. into 7.3 Million
VimpelCom Shares as an Interested
Party Transaction
5 Approve Conversion of 1,659 For For
VimpelCom-R Shares Owned by Telenor
East Invest AS into 3.6 Million
VimpelCom Shares as an Interested
Party Transaction
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
LB SERIES OPPORTUNITY GROWTH PORTFOLIO (MERGED INTO THRIVENT MID CAP GROWTH PORTFOLIO ON 5/1/2004)
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
03/11/04 - A Cabot Corp. *CBT* 127055101 01/12/04 18,200
1 Elect Directors For Split
1.1 Elect Director Kennett F. Burnes
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Roderick C.G.
MacLeod. We recommend that shareholders WITHHOLD
votes from Roderick C.G. MacLeod for standing as
an affiliated outsider on the Audit Committee.
1.2 Elect Director John S. Clarkeson
--- For
1.3 Elect Director Roderick C.G.
MacLeod --- Withhold
1.4 Elect Director Ronaldo H. Schmitz
--- For
01/29/04 - A Candela Corp. *CLZR* 136907102 12/20/03 59,300
1 Elect Directors For Split
1.1 Elect Director Kenneth D. Roberts
--- For
We recommend a vote FOR the directors with the
exception of Gerard E. Puorro. We recommend that
shareholders WITHHOLD votes from Gerard E.
Puorro for failure to establish an independent
nominating committee.
1.2 Elect Director Gerard E. Puorro ---
Withhold
1.3 Elect Director George A. Abe --- For
1.4 Elect Director Ben Bailey III ---
For
1.5 Elect Director Nancy Nager --- For
1.6 Elect Director Douglas W. Scott ---
For
2 Amend Stock Option Plan For For
3 Ratify Auditors For For
03/22/04 - S Caremark Rx, Inc. *CMX* 141705103 02/05/04 68,738
1 Increase Authorized Common Stock For For
2 Approve Issuance of Stock in For For
Connection with Merger Agreement
3 Increase Authorized Preferred Stock For Against
In this case, management has stated that some of
the shares may be used for antitakeover
purposes, namely for the shareholders' rights
plan, which was not approved by shareholders.
Also, given that no shares of preferred stock
are outstanding, we do not believe the increase
is warranted.
4 Approve Omnibus Stock Plan For For
5 Allow Postponement or Adjournment For Against
of Special Meeting
03/25/04 - A Coherent, Inc. *COHR* 192479103 02/06/04 9,187
1 Elect Directors For Split
1.1 Elect Director Bernard J. Couillaud
--- Withhold
We recommend a vote FOR the directors with the
exception of insiders John R. Ambroseo and
Bernard J. Couillaud, and affiliated outsiders
Henry E. Gauthier and Robert J. Quillinan. We
recommend shareholders WITHHOLD votes from John
R. Ambroseo, Bernard J. Couillaud, Henry E.
Gauthier, and Robert J. Quillinan for failure to
establish a majority independent board and also
from Henry E. Gauthier for standing as an
affiliated outsider on the Audit, Compensation,
and Nominating committees.
1.2 Elect Director Henry E. Gauthier
--- Withhold
1.3 Elect Director John R. Ambroseo ---
Withhold
1.4 Elect Director Charles W. Cantoni
--- For
1.5 Elect Director John H. Hart --- For
1.6 Elect Director Robert J. Quillinan
--- Withhold
1.7 Elect Director Lawrence Tomlinson
--- For
1.8 Elect Director Frank P. Carrubba
--- For
2 Amend Stock Option Plan For For
3 Amend Stock Option Plan For For
4 Ratify Auditors For For
03/12/04 - A Continental Airlines, Inc. 210795308 02/03/04 22,317
*CAL*
1 Elect Directors For For
2 Approve Employee Stock Purchase Plan For For
3 Ratify Auditors For For
4 Retention of Rights Plan Agreement For Against
The existing shareholders rights plan at the
company does not contain the provisions that we
consider as important to prevent rights plan's
abuse. We therefore vote AGAINST this proposal.
5 Shareholder Imput on Poison Pill Against For
Provision
6 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
03/02/04 - A Engineered Support Systems, 292866100 01/16/04 37,232
Inc. *EASI*
1 Elect Directors For Split
1.1 Elect Director William H.T. Bush
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsider Earl W. Wims,
Ph.D. and independent outsider General Crosbie
E. Saint. We recommend that shareholders
WITHHOLD votes from General Crosbie E. Saint for
poor attendance and Earl W. Wims, Ph.D. for
standing as an affiliated outsider on the
Compensation Committee.
1.2 Elect Director Gerald E. Daniels
--- For
1.3 Elect Director Ronald W. Davis ---
For
1.4 Elect Director S. Lee Kling --- For
1.5 Elect Director General Crosbie E.
Saint --- For
1.6 Elect Director Earl W. Wims, Ph.D.
--- Withhold
2 Approve Stock Option Plan For For
3 Approve Stock Option Plan For For
02/04/04 - A Florida Rock Industries, Inc. 341140101 12/08/03 10,030
*FRK*
1 Elect Directors For For
02/04/04 - A/S Gildan Activewear, Inc. *GIL.A* 375916103 12/29/03 16,000
1 Elect Robert M. Baylis, Glenn J. For For
Chamandy, H. Greg Chamandy, William
H. Houston, Pierre Robitaille,
Gerald H.B. Ross, Richard P.
Strubel and Edwin B. Tisch as
Directors
2 Amend Articles Re: Shareholder For For
meetings and Registered office
Location
3 Amend Bylaw One For For
4 Amend Stock Option Plan to Change For For
the Name of the Plan and Allow the
Board to Grant Restricted Share
Units under the Plan
5 Appoint KPMG LLP as Auditors For For
01/28/04 - A Hutchinson Technology 448407106 12/04/03 28,500
Incorporated *HTCH*
1 Elect Directors For Split
1.1 Elect Director W. Thomas Brunberg
--- Withhold
We recommend a vote FOR the directors with the
exceptions of independent outsiders Richard B.
Solum, R. Frederick McCoy, Jr., Russell Huffer,
and W. Thomas Brunberg. We recommend that
shareholders WITHHOLD votes from R. Frederick
McCoy, Jr. for poor attendance and Audit
Committee members Richard B. Solum, Russell
Huffer, and W. Thomas Brunberg for paying
excessive non-audit fees.
1.2 Elect Director Archibald Cox, Jr.
--- For
1.3 Elect Director Wayne M. Fortun ---
For
1.4 Elect Director Jeffrey W. Green ---
For
1.5 Elect Director Russell Huffer ---
Withhold
1.6 Elect Director R. Frederick McCoy,
Jr. --- Withhold
1.7 Elect Director William T. Monahan
--- For
1.8 Elect Director Richard B. Solum ---
Withhold
2 Ratify Auditors For Against
02/10/04 - A Jacobs Engineering Group Inc. 469814107 01/05/04 8,200
*JEC*
1 Elect Directors For For
2 Ratify Auditors For For
02/12/04 - A Kronos Inc. *KRON* 501052104 12/17/03 30,250
1 Elect Directors For For
1.1 Elect Director Richard J. Dumler
--- For
We recommend a vote FOR the directors.
1.2 Elect Director Samuel Rubinovitz
--- For
2 Amend Stock Option Plan For For
3 Ratify Auditors For For
4 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
03/18/04 - A Martek Biosciences Corp. *MATK* 572901106 01/23/04 4,640
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
02/25/04 - A Microsemi Corp. *MSCC* 595137100 01/09/04 20,700
1 Elect Directors For Split
1.1 Elect Director James J. Peterson
--- For
1.2 Elect Director Nick E. Yocca ---
Withhold
1.3 Elect Director Thomas R. Anderson
--- For
1.4 Elect Director Dennis R. Leibel ---
For
1.5 Elect Director William E. Bendush
--- For
1.6 Elect Director William L. Healey
--- For
1.7 Elect Director Harold A. Blonquist
--- For
03/05/04 - A NetScreen Technologies, Inc. 64117V107 01/15/04 38,300
*NSCN*
1 Elect Directors For For
2 Ratify Auditors For For
01/26/04 - A Photon Dynamics, Inc. *PHTN* 719364101 12/10/03 2,500
1 Elect Directors For For
2 Amend Stock Option Plan For For
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
02/27/04 - A Piedmont Natural Gas Co., Inc. 720186105 01/09/04 19,400
*PNY*
A.1 Elect Director Jerry W. Amos For For
A.2 Elect Director D. Hayes Clement For For
A.3 Elect Director Thomas E. Skains For For
A.4 Elect Director Frank B. Holding, Jr. For For
A.5 Elect Director David E. Shi For For
B Ratify Auditors For For
C Approve/Amend Executive Incentive For For
Bonus Plan
03/04/04 - A Plato Learning, Inc. *TUTR* 72764Y100 01/08/04 36,808
1 Elect Director Ruth L. Greenstein For Withhold
We recommend shareholders to WITHHOLD votes from
Audit Committee member and affiliated outsider
Ruth L. Greenstein for paying excessive
non-audit fees.
2 Ratify Auditors For Against
02/11/04 - A Plexus Corp. *PLXS* 729132100 12/12/03 32,679
1 Elect Directors For For
2 Ratify Auditors For For
01/30/04 - S Radiant Systems, Inc. *RADS* 75025N102 11/28/03 44,400
1 Approve Spin-Off Agreement For For
03/15/04 - S SafeNet, Inc. *SFNT* 78645R107 02/06/04 1,000
1 Issue Shares in Connection with an For For
Acquisition
2 Amend Omnibus Stock Plan For For
3 Adjourn Meeting For Against
03/30/04 - A Skyworks Solutions, Inc. *SWKS* 83088M102 01/30/04 30,506
1 Elect Directors For For
1.1 Elect Director Kevin L. Beebe ---
For
1.2 Elect Director Timothy R. Furey ---
For
1.3 Elect Director David J. Mclachlan
--- For
2 Ratify Auditors For For
3 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
01/21/04 - A Sonic Corp. *SONC* 835451105 11/28/03 44,675
1 Elect Directors For For
2 Other Business For Against
01/12/04 - A Starcraft Corp. *STCR* 855269106 11/28/03 17,500
1 Elect Directors For Split
1.1 Elect Director G. Raymond Stults
--- Withhold
WITHHOLD votes from G. Raymond Stults for
standing as an affiliated outsider on the Audit
and Compensation committees, and for failure to
establish an independent nominating committee.
1.2 Elect Director David L. Stewart ---
For
2 Issue Shares in Connection with an For For
Acquisition
3 Amend Omnibus Stock Plan For Against
4 Increase Authorized Common Stock For For
5 Ratify Auditors For For
01/26/04 - A Surmodics, Inc. *SRDX* 868873100 12/12/03 14,469
1 Fix Number of Directors For For
2 Elect Directors For For
02/25/04 - A The Advisory Board Co *ABCO* 00762W107 12/29/03 11,400
1 Elect Directors For For
2 Ratify Auditors For For
03/17/04 - S Trident Microsystems, Inc. 895919108 02/04/04 38,178
*TRID*
1 Increase Authorized Common Stock For For
02/04/04 - A Varian Inc *VARI* 922206107 12/12/03 17,600
1 Elect Directors For For
1.1 Elect Director John G. McDonald ---
For
1.2 Elect Director Wayne R. Moon --- For
2 Approve/Amend Executive Incentive For For
Bonus Plan
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
02/10/04 - A Varian Semiconductor Equipment 922207105 12/15/03 1,451
Associates, Inc. *VSEA*
1 Elect Directors For For
1.1 Elect Director Robert W. Dutton ---
For
We recommend a vote FOR the directors.
2 Amend Omnibus Stock Plan For For
The cost associated with the proposed 100,000
shares of performance units, performance shares,
and/or restricted stock is included in the
calculations below. As such, because the total
cost of the company's plans of 9.95 percent is
within the allowable cap for this company of
12.31 percent, we recommend a vote FOR this
proposal.
3 Amend Omnibus Stock Plan For For
The total cost of the company's plans of 9.95
percent is within the allowable cap for this
company of 12.31 percent.
4 Ratify Auditors For For
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
LB SERIES OPPORTUNITY GROWTH PORTFOLIO (MERGED INTO THRIVENT MID CAP GROWTH PORTFOLIO ON 5/1/2004)
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
06/11/04 - A 99 (Cents) Only Stores *NDN* 65440K106 04/14/04 61
1 Elect Directors For For Mgmt
1.1 Elect Director Eric Schiffer --- For
1.2 Elect Director Lawrence Glascott
--- For
1.3 Elect Director David Gold --- For
1.4 Elect Director Howard Gold --- For
1.5 Elect Director Jeff Gold --- For
1.6 Elect Director Marvin Holen --- For
1.7 Elect Director Ben Schwartz --- For
1.8 Elect Director William Christy ---
For
1.9 Elect Director Eric G. Flamholtz
--- For
2 Vendor Standards Against Abstain ShrHoldr
3 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company has not agreed to put
any future rights plan to a shareholder vote.
Therefore, we recommend that shareholders
support this proposal.
05/05/04 - A Advanced Energy Industries, 007973100 03/15/04 1,043
Inc. *AEIS*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 50,300
Inc. *AFCI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/12/04 - A Advent Software, Inc. *ADVS* 007974108 03/17/04 72,637
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For Against Mgmt
Omnibus Stock Plan
The total cost of the company's plans of 24.50
percent is above the allowable cap for this
company of 19.88 percent.
3 Amend Stock Option Plan For Against Mgmt
The total cost of the company's plans of 23.63
percent is above the allowable cap for this
company of 19.88 percent. Additionally, the
plan allows repricing of underwater stock
options without shareholder approval, which we
believe reduces the incentive value of the
plan. Equity grants including stock options and
restricted stock to top five named
4 Ratify Auditors For For Mgmt
06/08/04 - A Affiliated Managers Group, 008252108 04/21/04 12,049
Inc. *AMG*
1 Elect Directors For Split Mgmt
1.1 Elect Director William J. Nutt ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Richard E.
Floor. We recommend that shareholders WITHHOLD
votes from Richard E. Floor for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Sean M. Healey ---
For
1.3 Elect Director Richard E. Floor ---
Withhold
1.4 Elect Director Stephen J. Lockwood
--- For
1.5 Elect Director Harold J. Meyerman
--- For
1.6 Elect Director Robert C. Puff, Jr.
--- For
1.7 Elect Director Dr. Rita M.
Rodriguez --- For
06/10/04 - A Affymetrix Inc. *AFFX* 00826T108 04/16/04 14,726
1 Elect Directors For Split Mgmt
1.1 Elect Director Stephen P.A. Fodor,
Ph.D. --- Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Stephen P.A. Fodor,
Ph.D. and Susan E. Siegel, and affiliated
outsiders David B. Singer and John D. Diekman,
Ph.D. We recommend that shareholders WITHHOLD
votes from John D. Diekman, Ph.D. for standing
as an affiliated outsider on the Audit and
Nominating & Corporate Governance committees
and for failure to establish a majority
independent board. We also recommend that
shareholders WITHHOLD votes from David B.
Singer for standing as an affiliated outsider
on the Audit Committee and for failure to
establish a majority independent board.
Finally, we recommend that shareholders
WITHHOLD votes from Stephen P.A. Fodor, Ph.D.
and Susan E. Siegel for failure to establish a
majority independent board.
1.2 Elect Director Paul Berg, Ph.D. ---
For
1.3 Elect Director John D. Diekman,
Ph.D. --- Withhold
1.4 Elect Director Vernon R. Loucks,
Jr. --- For
1.5 Elect Director Susan E. Siegel ---
Withhold
1.6 Elect Director David B. Singer ---
Withhold
1.7 Elect Director John A. Young --- For
2 Amend Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 14.12 percent is above the allowable cap for
this company of 12.44 percent.
3 Ratify Auditors For For Mgmt
05/25/04 - A Akamai Technologies, Inc. 00971T101 03/31/04 21,865
*AKAM*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/27/04 - A Alexander's, Inc. *ALX* 014752109 04/16/04 2,097
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael D.
Fascitelli --- Withhold
We recommend a vote FOR the directors with the
exception of insider Michael D. Fascitelli. We
recommend that shareholders WITHHOLD votes from
Michael D. Fascitelli for failure to establish
an independent nominating committee.
1.2 Elect Director David Mandelbaum ---
For
1.3 Elect Director Dr. Richard R. West
--- For
2 Ratify Auditors For For Mgmt
05/12/04 - A Alexandria Real Estate 015271109 03/29/04 8,200
Equities, Inc. *ARE*
1 Elect Directors For Split Mgmt
1.1 Elect Director Jerry M. Sudarsky
--- Withhold
We recommend a vote FOR the directors with the
exception of Jerry M. Sudarsky. We recommend
that shareholders WITHHOLD votes from Jerry M.
Sudarsky for standing as an affiliated outsider
on the Audit Committee and for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Joel S. Marcus ---
For
1.3 Elect Director James H. Richardson
--- For
1.4 Elect Director Richard B. Jennings
--- For
1.5 Elect Director Richard H. Klein ---
For
1.6 Elect Director Anthony M. Solomon
--- For
1.7 Elect Director Alan G. Walton ---
For
1.8 Elect Director Richmond A. Wolf ---
For
2 Ratify Auditors For For Mgmt
05/19/04 - A Align Technology, Inc. *ALGN* 016255101 03/22/04 70,252
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/22/04 - A American Eagle Outfitters, 02553E106 04/30/04 16,820
Inc. *AEOS*
1 Elect Directors For Split Mgmt
1.1 Elect Director Jon P. Diamond ---
Withhold
We recommend that shareholders vote FOR Janice
E. Page but WITHHOLD votes from all the other
nominees. We recommend that shareholders
WITHHOLD votes from insider James V. O'Donnell
and affiliated outsider Jon P. Diamond for
failure to establish a majority independent
board.
1.2 Elect Director James V. O'Donnell
--- Withhold
1.3 Elect Director Janice E. Page ---
For
2 Expense Stock Options Against For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
3 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr
05/06/04 - A American Medical Systems 02744M108 03/19/04 45,727
Holdings, Inc. *AMMD*
1 Elect Directors For For Mgmt
05/19/04 - A AMR Corp. *AMR* 001765106 03/22/04 8,190
1 Elect Directors For Split Mgmt
1.1 Elect Director Gerard J. Arpey ---
For
We recommend a vote FOR the directors with the
exception of Philip J. Purcell, from whom we
recommend shareholders WITHHOLD votes for
standing as an affiliated outsider on the
Compensation Committee.
1.2 Elect Director John W. Bachmann ---
For
1.3 Elect Director David L. Boren ---
For
1.4 Elect Director Edward A. Brennan
--- For
1.5 Elect Director Armando M. Codina
--- For
1.6 Elect Director Earl G. Graves ---
For
1.7 Elect Director Ann McLaughlin
Korologos --- For
1.8 Elect Director Michael A. Miles ---
For
1.9 Elect Director Philip J. Purcell
--- Withhold
1.10 Elect Director Joe M. Rodgers ---
For
1.11 Elect Director Judith Rodin, Ph.D.
--- For
1.12 Elect Director Roger T. Staubach
--- For
2 Ratify Auditors For For Mgmt
3 Affirm Nonpartisan Political Policy Against Against ShrHoldr
4 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We generally support the submission of
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval which would
limit a board's negotiating flexibility.
Seeking shareholder approval after the material
terms of the contract are agreed upon would
give the board a framework to work within and
prevent the excessive "pay for failure"
packages that have been witnessed at some
companies. We support this proposal and we
commend the company for agreeing to implement
this proposal.
05/19/04 - A Astoria Financial Corp. *AF* 046265104 03/26/04 23,800
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/25/04 - A ATMI, Inc. *ATMI* 00207R101 04/12/04 6,819
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A August Technology Corporation 05106U105 03/04/04 26,500
*AUGT*
1 Fix Number of Directors For For Mgmt
2 Elect Directors For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/26/04 - A Avid Technology, Inc. *AVID* 05367P100 03/31/04 28,767
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/20/04 - A Bank of The Ozarks, Inc. 063904106 03/05/04 6,631
*OZRK*
1 Elect Directors For For Mgmt
2 Amend Non-Employee Director Stock For For Mgmt
Option Plan
06/11/04 - A BEA Systems, Inc. *BEAS* 073325102 04/30/04 38,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Dean O. Morton ---
Withhold
We recommend a vote FOR George Reyes but
WITHHOLD votes from independent outsider Dean
O. Morton. We recommend that shareholders
WITHHOLD votes from Audit Committee member Dean
O. Morton for paying excessive non-audit fees.
1.2 Elect Director George Reyes --- For
2 Ratify Auditors For Against Mgmt
In this case, 75.67 percent of the total fees
paid to the auditor is attributable to
non-audit work. This notably disproportionate
fee arrangement could significantly impair the
auditor's independence.
05/27/04 - A Bright Horizons Family 109195107 04/01/04 18,300
Solutions, Inc. *BFAM*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
06/25/04 - A BriteSmile, Inc. *BSML* 110415205 04/16/04 1,750
1 Elect Directors For Split Mgmt
1.1 Elect Director Anthony M. Pilaro
--- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Harry
Thompson, Peter Schechter, R. Eric Montgomery
and Anthony M. Pilaro, and insiders Bruce
Fleming, John L. Reed and Dr. Julian Feneley.
We recommend that shareholders WITHHOLD votes
from Harry Thompson and Peter Schechter for
standing as affiliated outsiders on the
Compensation Committee, for failure to
establish an independent nominating committee
and for failure to establish a majority
independent board. We also recommend that
shareholders WITHHOLD votes from Bruce Fleming,
R. Eric Montgomery, John L. Reed, Dr. Julian
Feneley, and Anthony M. Pilaro for failure to
establish an independent nominating committee
and for failure to establish a majority
independent board.
1.2 Elect Director Bradford G. Peters
--- For
1.3 Elect Director Peter Schechter ---
Withhold
1.4 Elect Director Dr. Julian Feneley
--- Withhold
1.5 Elect Director John L. Reed ---
Withhold
1.6 Elect Director R. Eric Montgomery
--- Withhold
1.7 Elect Director Harry Thompson ---
Withhold
1.8 Elect Director Gerald Poch --- For
1.9 Elect Director L. Tim Pierce --- For
1.10 Elect Director Bruce Fleming ---
Withhold
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
04/27/04 - A Brooks Automation, Inc. *BRKS* 114340102 03/05/04 50,498
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
05/05/04 - A Bruker Biosciences Corp. 116794108 04/02/04 91,350
*BRKR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank H. Laukien,
Ph.D. --- Withhold
We recommend a vote FOR the directors with the
exception of insider Frank H. Laukien, Ph.D. We
recommend that shareholders WITHHOLD votes from
Frank H. Laukien, Ph.D. for failure to
establish an independent nominating committee.
1.2 Elect Director M. Christopher
Canavan, Jr. --- For
1.3 Elect Director Taylor J. Crouch ---
For
2 Ratify Auditors For For Mgmt
06/10/04 - A Business Objects S.A. 12328X107 05/18/04 3,403
Meeting for Holders of ADRs
1 RE-AFFIRMATION OF THE PRICE-SETTING For For Mgmt
CONDITIONS OF ORDINARY SHARES
RESERVED FOR ISSUANCE UNDER THE
1995 INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN.
2 TO INCREASE THE SHARE CAPITAL For For Mgmt
THROUGH THE ISSUANCE OF UP TO
325,000 ORDINARY SHARES
3 TO INCREASE THE SHARE CAPITAL For For Mgmt
THROUGH THE ISSUANCE UP TO 475,000
ORDINARY SHARES
4 TO INCREASE SHARE CAPITAL BY For Against Mgmt
ISSUANCE OF 2,500,000 ORDINARY
SHARES
The plan does not contain some elements that we
favor in a standard French executive stock
option plan. The total number of shares
reserved for the company's stock option plans
exceeds our recommended guidelines for
growth-oriented companies. Our guidelines
provide that shares reserved for all share
options plans may not exceed 10 percent of
company's issued share capital. Finally, we
believe that options for management should be
used as incentives and not as alternate forms
of compensation, and thus we disapprove of
options being granted to management at a
discount. Because we believe that options
granted to management should serve solely as
incentives, we do not recommend supporting this
plan, which provides for option grants to
management at a discount of up to 15 percent.
5 TO AMEND THE 2001 STOCK OPTION PLAN For Against Mgmt
To keep with our vote recommendation under Item
4 above, we recommend shareholders to vote
against this request as well.
6 TO ISSUE ORDINARY SHARES OR WITH For For Mgmt
PREFERENTIAL SUBSCRIPTION RIGHTS
7 TO ISSUE ORDINARY SHARES WITHOUT For For Mgmt
PREFERENTIAL SUBSCRIPTION RIGHTS
8 TO INCREASE THE SHARE CAPITAL OF For For Mgmt
THE COMPANY BY INCORPORATION OF
RESERVES, PROFITS OF PREMIUMS
9 TO INCREASE THE SHARE CAPITAL For Against Mgmt
RESERVED FOR SUBSCRIPTION BY
QUALIFIED INSTITUTIONAL BUYERS
A potential capital increase of 22 percent of
issued capital falls within the limit
recommended by our guidelines for requests to
issue capital without preemptive rights.
Because we believe that approval of this
request would provide the company with
excessive discretion as to determine the
beneficiaries of this capital increase, and
because we do not support issuances without
preemptive rights at a discount to market
value, we recommend that shareholders do not
support this proposal.
10 TO INCREASE THE SHARE CAPITAL For Against Mgmt
RESERVED FOR SUBSCRIPTION BY
PRESENT AND FUTURE MEMEBERS OF THE
BOARD
The potential dilution to result from this
issuance represents a capital increase of 0.3
percent over currently issued share capital.
While the dilution resulting from this
particular issuance is low, when taking into
account the number of shares reserved for the
company's other option plans and warrants
plans, the potential dilution exceeds 10
percent. Therefore, we recommend shareholders
to vote against this request.
11 APPROVAL OF THE AMENDMENT OF THE For Against Mgmt
ARTICLES OF ASSOCIATION OF THE
COMPANY
Because we do not support the new definition of
related party transaction, and because we
believe that having shareholders inform the
company within five trading days of reaching a
shareholding threshold of 5 percent instead of
15 days is a constraint on shareholders, we
recommend a vote against this proposal.
12 APPROVAL OF THE AMENDMENT OF THE For Against Mgmt
NINETEENTH PARAGRAPH OF THE ARTICLE
6 OF THE ARTICLES OF ASSOCIATION
RELATING TO THE CANCELLATION OF
WARRANTS
Given the absence of additional details, we
recommend shareholders to vote against this
request.
13 POWERS TO CARRY OUT REGISTRATIONS For For Mgmt
AND FORMALITIES
05/20/04 - A C.H. Robinson Worldwide, Inc. 12541W100 03/22/04 25,744
*CHRW*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/03/04 - A Caliper Life Sciences Inc. 130872104 04/13/04 121,100
*CALP*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/21/04 - A Career Education Corp. *CECO* 141665109 03/23/04 5,800
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
05/04/04 - A Caremark Rx, Inc. *CMX* 141705103 04/01/04 45,900
1 Elect Directors For For Mgmt
04/19/04 - A Cathay General Bancorp *CATY* 149150104 03/05/04 7,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Kelly L. Chan --- For
We recommend a vote FOR Kelly L. Chan, but
withhold votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
Dunson K. Cheng for standing as an insider on
the Compensation Committee and for failure to
establish a majority independent board, Joseph
C.H. Poon for standing as an affiliated
outsider on the Compensation and Nominating
committees and for failure to establish a
majority independent board, and Thomas C.T.
Chiu for standing as an affiliated outsider on
the Compensation Committee and for failure to
establish a majority independent board.
1.2 Elect Director Dunson K. Cheng ---
Withhold
1.3 Elect Director Th9omas C.T. Chiu
--- Withhold
1.4 Elect Director Joseph C.H. Poon ---
Withhold
06/10/04 - A Cell Genesys, Inc. *CEGE* 150921104 04/23/04 36,700
1 Elect Directors For For Mgmt
1.1 Elect Director Stephen A. Sherwin,
M.D. --- For
1.2 Elect Director David W. Carter ---
For
1.3 Elect Director Nancy M. Crowell ---
For
1.4 Elect Director James M. Gower ---
For
1.5 Elect Director John T. Potts, Jr.,
M.D. --- For
1.6 Elect Director Thomas E. Shenk,
Ph.D. --- For
1.7 Elect Director Eugene L. Step ---
For
1.8 Elect Director Inder M. Verma,
Ph.D. --- For
1.9 Elect Director Dennis L. Winger ---
For
2 Approve Stock Option Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/24/04 - A Ceradyne, Inc. *CRDN* 156710105 04/16/04 751
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
05/28/04 - A Cerner Corp. *CERN* 156782104 04/02/04 9,925
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 20.78
percent is above the allowable cap for this
company of 16.74 percent.
3 Ratify Auditors For For Mgmt
04/14/04 - A Chattem, Inc. *CHTT* 162456107 02/20/04 18,838
1 Elect Directors For Split Mgmt
1.1 Elect Director Bill W. Stacy --- For
We recommend a vote FOR the directors with the
exception of insider Zan Guerry. We recommend
that shareholders WITHHOLD votes from insider
Zan Guerry for failure to establish an
independent nominating committee.
1.2 Elect Director Zan Guerry ---
Withhold
2 Ratify Auditors For For Mgmt
05/17/04 - A Chemed Corp *CHE* 778787101 03/19/04 22,829
1 Elect Directors For Split Mgmt
1.1 Elect Director Edward L. Hutton ---
Withhold
We recommend a vote FOR the directors with the
exception of insiders Timothy S. O'Toole,
Thomas C. Hutton, Kevin J. McNamara, Edward L.
Hutton and affiliated outsiders George J. Walsh
III and Sandra E. Laney. We recommend that
shareholders WITHHOLD votes from Timothy S.
O'Toole, Thomas C. Hutton, Kevin J. McNamara,
Edward L. Hutton and Sandra E. Laney for
failure to establish a majority independent
board. We also recommend that shareholders
WITHHOLD votes from George J. Walsh III for
standing as an affiliated outsider on the
Compensation and Nominating committees and for
failure to establish a majority independent
board.
1.2 Elect Director Kevin J. McNamara
--- Withhold
1.3 Elect Director Donald Breen --- For
1.4 Elect Director Charles H. Erhart,
Jr. --- For
1.5 Elect Director Joel F. Gemunder ---
For
1.6 Elect Director Patrick P. Grace ---
For
1.7 Elect Director Thomas C. Hutton ---
Withhold
1.8 Elect Director Sandra E. Laney ---
Withhold
1.9 Elect Director Timothy S. O'Toole
--- Withhold
1.10 Elect Director Donald E. Saunders
--- For
1.11 Elect Director George J. Walsh III
--- Withhold
1.12 Elect Director Frank E. Wood --- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Increase Authorized Common Stock For For Mgmt
5 Change Company Name For For Mgmt
06/22/04 - A Chico's FAS, Inc. *CHS* 168615102 04/26/04 20,098
1 Elect Directors For Split Mgmt
1.1 Elect Director Helene B. Gralnick
--- Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Scott A. Edmonds and
Helene B. Granick. We recommend that
shareholders WITHHOLD votes from Scott A.
Edmonds and Helene B. Granick for failure to
establish a majority independent board.
1.2 Elect Director Verna K. Gibson ---
For
1.3 Elect Director Betsy S. Atkins ---
For
1.4 Elect Director Scott A. Edmonds ---
Withhold
2 Change Range for Size of the Board For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/29/04 - A ChoicePoint Inc. *CPS* 170388102 03/10/04 8,697
1 Elect Directors For For Mgmt
2 Approve Deferred Compensation Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/28/04 - A Coca-Cola Bottling Co. 191098102 03/15/04 12,800
Consolidated *COKE*
1 Elect Directors For Split Mgmt
1.1 Elect Director J. Frank Harrison
III --- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider Carl Ware and
insiders William B. Elmore and J. Frank
Harrison III. We recommend that shareholders
WITHHOLD votes from Carl Ware for poor
attendance, and from William B. Elmore and J.
Frank Harrison III for standing as insiders on
the Nominating Committee.
1.2 Elect Director H.W. Mckay Belk ---
For
1.3 Elect Director Sharon A. Decker ---
For
1.4 Elect Director William B. Elmore
--- Withhold
1.5 Elect Director James E. Harris ---
For
1.6 Elect Director Deborah S. Harrison
--- For
1.7 Elect Director Ned R. Mcwherter ---
For
1.8 Elect Director John W. Murrey, III
--- For
1.9 Elect Director Carl Ware ---
Withhold
1.10 Elect Director Dennis A. Wicker ---
For
05/26/04 - A Cognizant Technology Solutions 192446102 04/13/04 32,800
Corp. *CTSH*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
and Eliminate Class of Common Stock
3 Amend Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 15.89 percent is above the allowable cap for
this company of 12.74 percent.
4 Approve Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/13/04 - A Columbia Sportswear Co. *COLM* 198516106 03/15/04 20,417
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
05/19/04 - A Commonwealth Telephone 203349105 03/31/04 10,524
Enterprises, Inc. *CTCO*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/25/04 - A Community Health Systems, Inc. 203668108 03/31/04 22,365
*CYH*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
4 Separate Chairman and CEO Positions Against Against ShrHoldr
06/09/04 - A CoStar Group, Inc. *CSGP* 22160N109 04/16/04 31,332
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael R. Klein ---
Withhold
We recommend a vote FOR the directors with the
exceptions of independent outsider David
Bonderman and affiliated outsider Michael R.
Klein. We recommend that shareholders WITHHOLD
votes from David Bonderman for poor attendance
and from Michael R. Klein for standing as an
affiliated outsider on the Compensation and
Nominating committees.
1.2 Elect Director Andrew C. Florance
--- For
1.3 Elect Director David Bonderman ---
Withhold
1.4 Elect Director Warren H. Haber ---
For
1.5 Elect Director Josiah O. Low, III
--- For
1.6 Elect Director Christopher J.
Nassetta --- For
1.7 Elect Director Catherine B.
Reynolds --- For
2 Ratify Auditors For For Mgmt
04/29/04 - A Covance Inc. *CVD* 222816100 03/10/04 20,325
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Robert M. Baylis ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsiders Irwin
Lerner and Robert M. Baylis for failure to
implement the board declassification proposal.
1.2 Elect Director Irwin Lerner ---
Withhold
2 Declassify the Board of Directors Against Against ShrHoldr
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/06/04 - A CTI Molecular Imaging, Inc. 22943D105 03/02/04 7,613
*CTMI*
1 Elect Directors For Split Mgmt
1.1 Elect Director Wolf-Ekkehard Blanz
--- Withhold
We recommend a vote FOR the directors with the
exceptions of Michael E. Phelps and
Wolf-Ekkehard Blanz. We recommend that
shareholders WITHHOLD votes from Michael E.
Phelps and Wolf-Ekkehard Blanz for failure to
establish an independent nominating committee.
1.2 Elect Director Hamilton Jordan ---
For
1.3 Elect Director Michael E. Phelps
--- Withhold
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
06/10/04 - A Cubist Pharmaceuticals, Inc. 229678107 04/12/04 32,972
*CBST*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
04/30/04 - A Cumulus Media Inc. *CMLS* 231082108 03/12/04 48,193
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/20/04 - A Cymer, Inc. *CYMI* 232572107 03/31/04 17,718
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Charles J. Abbe ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Audit Committee members and
independent outsiders Edward H. Braun for poor
attendance, for paying excessive non-audit
fees, and for failing to remove a dead-hand,
slow-hand, or similar feature in the company's
poison pill, Charles J. Abbe for paying
excessive non-audit fees, and for failing to
remove a dead-hand, slow-hand, or similar
feature in the company's poison pill, and
Michael R. Gaulke for paying excessive
non-audit fees, and for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill. From Peter J. Simone for
standing as an affiliated outsider on the
Nominating Committee, and for failing to remove
a dead-hand, slow-hand, or similar feature in
the company's poison pill. Lastly from insider
Robert P. Akins, affiliated outsider William G.
Oldham, independent outsiders Young K. Sohn,
and Jon D. Tompkins for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill.
1.2 Elect Director Robert P. Akins ---
Withhold
1.3 Elect Director Edward H. Braun ---
Withhold
1.4 Elect Director Michael R. Gaulke
--- Withhold
1.5 Elect Director William G. Oldham
--- Withhold
1.6 Elect Director Peter J. Simone ---
Withhold
1.7 Elect Director Young K. Sohn ---
Withhold
1.8 Elect Director Jon D. Tompkins ---
Withhold
2 Amend Employee Stock Purchase Plan For For Mgmt
We approve of this item because the plan
complies with Section 423 of the Internal
Revenue Code, the number of shares being added
is relatively conservative, the offering period
is reasonable, and there are limitations on
participation.
3 Ratify Auditors For Against Mgmt
In this case, 66.87 percent of the total fees
paid to the auditor is attributable to
non-audit work. This notably disproportionate
fee arrangement could significantly impair the
auditor's independence.
05/26/04 - A Cytyc Corporation *CYTC* 232946103 04/05/04 70,099
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/24/04 - A DaVita Inc. *DVA* 23918K108 04/19/04 26,233
1 Elect Directors For Split Mgmt
1.1 Elect Director Nancy-Ann Deparle
--- For
We recommend a vote FOR the directors with the
exception of independent outsider C. Raymond
Larkin, Jr. We recommend that shareholders
WITHHOLD votes from C. Raymond Larkin, Jr., for
poor attendance.
1.2 Elect Director Richard B. Fontaine
--- For
1.3 Elect Director Peter T. Grauer ---
For
1.4 Elect Director Michele J. Hooper
--- For
1.5 Elect Director C. Raymond Larkin,
Jr. --- Withhold
1.6 Elect Director John M. Nehra --- For
1.7 Elect Director William L. Roper ---
For
1.8 Elect Director Kent J. Thiry --- For
05/17/04 - A Dendrite International, Inc. 248239105 03/22/04 22,195
*DRTE*
1 Elect Directors For Split Mgmt
1.1 Elect Director John E. Bailye ---
For
We recommend a vote FOR the directors with the
exception of Patrick J. Zenner. We recommend
that shareholders WITHHOLD votes from Patrick
J. Zenner for sitting on more than six boards.
1.2 Elect Director John A. Fazio --- For
1.3 Elect Director Bernard M. Goldsmith
--- For
1.4 Elect Director Edward J. Kfoury ---
For
1.5 Elect Director Paul A. Margolis ---
For
1.6 Elect Director John H. Martinson
--- For
1.7 Elect Director Terence H. Osborne
--- For
1.8 Elect Director Patrick J. Zenner
--- Withhold
05/24/04 - A Digital River, Inc. *DRIV* 25388B104 03/29/04 39,651
1 Elect Directors For Split Mgmt
1.1 Elect Director Joel A. Ronning ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Perry W.
Steiner. We recommend that shareholders
WITHHOLD votes from Perry W. Steiner for
standing as an affiliated outsider on the Audit
and Nominating committees.
1.2 Elect Director Perry W. Steiner ---
Withhold
1.3 Elect Director J. Paul Thorin ---
For
2 Amend Stock Option Plan For Against Mgmt
We evaluate proposed amendments that lengthen
the term of the plan based on the
appropriateness of the original plan. In this
case cost is the determining factor. The
total cost of the company's plans of 21.51
percent is above the allowable cap for this
company of 12.79 percent.
3 Amend Stock Option Plan For Against Mgmt
We evaluate proposed amendments that expand the
types of awards availabe for grant and that
lengthen the term of the plan based on the
appropriateness of the original plan. In this
case cost is the determining factor.
The total cost of the company's plans
of 21.51 percent is above the allowable cap for
this company of 12.79 percent.
4 Ratify Auditors For For Mgmt
04/21/04 - A Doral Financial Corp. *DRL* 25811P100 03/12/04 30,984
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Increase Authorized Preferred Stock For Against Mgmt
The requested increase of 30,000,000 shares, is
above the allowable threshold of 22,000,000
shares.
4 Approve Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/04/04 - A DSP Group, Inc. *DSPG* 23332B106 03/10/04 30,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/30/04 - A Emmis Communications Corp. 291525103 04/23/04 16,599
*EMMS*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Jeffrey H. Smulyan
--- Withhold
We recommend shareholders WITHHOLD votes from
all of the nominees. We recommend shareholders
withhold votes from insiders Jeffrey H. Smulyan
and Walter Z. Berger and from affiliated
outsider Greg A. Nathanson for failure to
establish a majority independent board of
directors.
1.2 Elect Director Walter Z. Berger ---
Withhold
1.3 Elect Director Greg A. Nathanson
--- Withhold
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/10/04 - A EMS Technologies, Inc. *ELMG* 26873N108 03/15/04 20,600
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Hermann Buerger ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsiders
Hermann Buerger, Robert P. Crozer, John P.
Frazee, Jr., John R. Kreick, John B. Mowell,
Norman E. Thagard, John L. Woodward, Jr. and
insider Alfred G. Hansen for failing to remove
a dead-hand, slow-hand, or similar feature in
the company's poison pill.
1.2 Elect Director Robert P. Crozer ---
Withhold
1.3 Elect Director John P. Frazee, Jr.
--- Withhold
1.4 Elect Director Alfred G. Hansen ---
Withhold
1.5 Elect Director John R. Kreick ---
Withhold
1.6 Elect Director John B. Mowell ---
Withhold
1.7 Elect Director Norman E. Thagard
--- Withhold
1.8 Elect Director John L. Woodward,
Jr. --- Withhold
2 Amend Omnibus Stock Plan For For Mgmt
05/26/04 - A Epix Medical, Inc. *EPIX* 26881Q101 03/31/04 52,367
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Change Company Name For For Mgmt
4 Ratify Auditors For For Mgmt
06/03/04 - A Equinix, Inc. *EQIX* 29444U502 04/21/04 16,096
1 Elect Directors For Split Mgmt
1.1 Elect Director Gary Hromadko --- For
We recommend a vote FOR the directors with the
exceptions of independent outsiders
Michelangelo Volpi and Scott Kriens. We
recommend that shareholders WITHHOLD votes from
Michelangelo Volpi and Scott Kriens for poor
attendance.
1.2 Elect Director Scott Kriens ---
Withhold
1.3 Elect Director Andrew Rachleff ---
For
1.4 Elect Director Dennis Raney --- For
1.5 Elect Director Peter Van Camp ---
For
1.6 Elect Director Michelangelo Volpi
--- Withhold
2 Ratify Auditors For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
05/11/04 - A FARO Technologies, Inc. *FARO* 311642102 03/17/04 8,189
1 Elect Directors For For Mgmt
1.1 Elect Director Norman Schipper,
Q.C. --- For
1.2 Elect Director John Caldwell --- For
2 Approve Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 15.71 percent is above the allowable cap for
this company of 12.04 percent.
05/20/04 - A FEI Company *FEIC* 30241L109 03/22/04 20,885
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
04/27/04 - A First Financial Bankshares, 32020R109 03/15/04 39,188
Inc. (TX) *FFIN*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
05/07/04 - A First Horizon Pharmaceutical 32051K106 04/02/04 54,393
*FHRX*
1 Elect Directors For Split Mgmt
1.1 Elect Director Patrick P. Fourteau
--- For
We recommend a vote FOR Patrick P. Fourteau,
but WITHHOLD votes from independent outsider
Jon S. Saxe for sitting on more than six boards.
1.2 Elect Director Jon S. Saxe ---
Withhold
2 Amend Stock Option Plan For Against Mgmt
The total cost of the company's plans of 16.95
percent is above the allowable cap for this
company of 12.99 percent.
04/21/04 - A FLIR Systems, Inc. *FLIR* 302445101 03/03/04 21,340
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
05/18/04 - A Forward Air Corporation *FWRD* 349853101 03/10/04 57,946
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
5 Approve Compensation Arrangement For For Mgmt
for Non-Employee Director
06/01/04 - A Foundry Networks, Inc. *FDRY* 35063R100 04/09/04 66,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Bobby R. Johnson,
Jr. --- For
We recommend a vote FOR the directors with the
exception of independent outsider J. Steven
Young. We recommend that shareholders WITHHOLD
votes from J. Steven Young for poor attendance.
1.2 Elect Director Andrew K. Ludwick
--- For
1.3 Elect Director Alfred J. Amoroso
--- For
1.4 Elect Director C. Nicholas Keating,
Jr. --- For
1.5 Elect Director J. Steven Young ---
Withhold
1.6 Elect Director Alan L. Earhart ---
For
2 Ratify Auditors For For Mgmt
06/03/04 - A Gemstar - TV Guide 36866W106 04/09/04 61,897
International, Inc. *GMST*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/28/04 - A Gen-Probe, Inc. *GPRO* 36866T103 04/15/04 5,711
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
06/23/04 - A Genesco Inc. *GCO* 371532102 04/20/04 6,471
1 Elect Directors For For Mgmt
05/12/04 - A Genesee & Wyoming Inc. *GWR* 371559105 03/29/04 14,585
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/13/04 - A Gentex Corp. *GNTX* 371901109 03/19/04 10,258
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
05/17/04 - A Getty Images, Inc. *GYI* 374276103 03/19/04 32,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/25/04 - A Greater Bay Bancorp *GBBK* 391648102 03/31/04 14,099
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Declassify the Board of Directors Against Against Mgmt
6 Declassify the Board of Directors Against Against ShrHoldr
04/28/04 - A Helix Technology Corp. *HELX* 423319102 03/08/04 29,998
1 Elect Directors For Split Mgmt
1.1 Elect Director Gideon Argov --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Frank Gabron.
We recommend that shareholders WITHHOLD votes
from Frank Gabron for standing as an affiliated
outsider on the Audit Committee.
1.2 Elect Director Frank Gabron ---
Withhold
1.3 Elect Director Robert H. Hayes ---
For
1.4 Elect Director Robert J. Lepofsky
--- For
1.5 Elect Director Marvin G. Schorr ---
For
1.6 Elect Director Alfred Woollacott,
III --- For
1.7 Elect Director Mark S. Wrighton ---
For
2 Amend Omnibus Stock Plan For For Mgmt
06/02/04 - A Hibbett Sporting Goods, Inc. 428565105 04/05/04 32,200
*HIBB*
1 Elect Directors For For Mgmt
2 Amend Non-Employee Director Stock For For Mgmt
Option Plan
05/20/04 - A Hughes Supply, Inc. *HUG* 444482103 03/26/04 17,600
1 Elect Directors For For Mgmt
1.1 Elect Director John D. Baker II ---
For
1.2 Elect Director Dale E. Jones --- For
1.3 Elect Director William P. Kennedy
--- For
1.4 Elect Director Patrick J. Knipe ---
For
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/18/04 - A Hydril Company *HYDL* 448774109 03/23/04 39,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Kenneth S. McCormick
--- For
We recommend a vote FOR Kenneth S. McCormick
but WITHHOLD votes from all the other nominees.
We recommend that shareholders WITHHOLD votes
from independent outsider Lew O. Ward for poor
attendance, and from insider Christopher T.
Seaver for failure to establish an independent
nominating committee.
1.2 Elect Director Christopher T.
Seaver --- Withhold
1.3 Elect Director Lew O. Ward ---
Withhold
2 Ratify Auditors For For Mgmt
04/28/04 - A IBERIABANK Corp. *IBKC* 450828108 03/16/04 12,400
1 Elect Directors For For Mgmt
1.1 Elect Director Elaine D. Abell ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Larrey G.
Mouton. We recommend that shareholders WITHHOLD
votes from Larrey G. Mouton for failure to
establish an independent nominating committee.
1.2 Elect Director William H.
Fenstermaker --- For
1.3 Elect Director Larrey G. Mouton ---
For
1.4 Elect Director O. Miles Pollard ---
For
2 Ratify Auditors For For Mgmt
05/27/04 - A Inamed Corp. *IMDC* 453235103 04/12/04 5,694
1 Elect Directors For Split Mgmt
1.1 Elect Director Nicholas L. Teti ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Malcolm R.
Currie, Ph.D.. We recommend that shareholders
WITHHOLD votes from Malcolm R. Currie, Ph.D.
for standing as an affiliated outsider on the
Audit and Nominating committees.
1.2 Elect Director James E. Bolin ---
For
1.3 Elect Director Malcolm R. Currie,
Ph.D. --- Withhold
1.4 Elect Director John C. Miles II ---
For
1.5 Elect Director Mitchell S.
Rosenthal, M.D. --- For
1.6 Elect Director Joy A. Amundson ---
For
1.7 Elect Director Terry E. Vandewarker
--- For
2 Increase Authorized Common Stock For For Mgmt
3 Approve Stock Option Plan For For Mgmt
4 Amend Restricted Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/29/04 - A Insight Enterprises, Inc. 45765U103 03/04/04 82,637
*NSIT*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/17/04 - A Integra LifeSciences Holdings 457985208 04/05/04 17,632
Corp. *IART*
1 Elect Directors For Split Mgmt
1.1 Elect Director David C. Auth --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Richard E.
Caruso. We recommend that shareholders WITHHOLD
votes from Richard E. Caruso for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Keith Bradley --- For
1.3 Elect Director Richard E. Caruso
--- Withhold
1.4 Elect Director Stuart M. Essig ---
For
1.5 Elect Director Neal Moszkowski ---
For
1.6 Elect Director James M. Sullivan
--- For
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/23/04 - A InteractiveCorp *IACI* 45840Q101 04/29/04 2,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard N. Barton
--- For
We recommend a vote FOR the directors with the
exception of independent outsider Edgar
Bronfman, Jr., affiliated outsider Diane Von
Furstenberg, and insiders Victor A. Kaufman,
Barry Diller, and Robert R. Bennett. We
recommend that shareholders WITHHOLD votes from
Edgar Bronfman, Jr. for poor attendance, from
Robert R. Bennett for standing as an insider on
the Compensation Committee and for failure to
establish an independent nominating committee,
and from Diane Von Furstenberg, Victor A.
Kaufman, and Barry Diller for failure to
establish an independent nominating committee.
1.2 Elect Director Robert R. Bennett
--- Withhold
1.3 Elect Director Edgar Bronfman, Jr.
--- Withhold
1.4 Elect Director Barry Diller ---
Withhold
1.5 Elect Director Victor A. Kaufman
--- Withhold
1.6 Elect Director Donald R. Keough ---
For
1.7 Elect Director Marie-Josee Kravis
--- For
1.8 Elect Director John C. Malone ---
For
1.9 Elect Director Steven Rattner ---
For
1.10 Elect Director Gen. H.N.
Schwarzkopf --- For
1.11 Elect Director Alan G. Spoon --- For
1.12 Elect Director Diane Von
Furstenberg --- Withhold
2 Ratify Auditors For For Mgmt
05/27/04 - A Intermune Inc. *ITMN* 45884X103 04/07/04 2,006
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
5 Ratify Auditors For For Mgmt
06/10/04 - A Intrabiotics Pharmaceutical 46116T506 04/26/04 17,664
*IBPI*
1 Elect Directors For Split Mgmt
1.1 Elect Director Jack S. Remington
--- Withhold
We recommend that shareholders vote FOR Kevin
C. Tang, but WITHHOLD votes from independent
outsider Jack S. Remington, M.D. We recommend
that shareholders WITHHOLD votes from Jack S.
Remington, M.D. for poor attendance.
1.2 Elect Director Kevin C. Tang --- For
2 Approve Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 56.04
percent is above the allowable cap for this
company of 16.72 percent.
3 Ratify Auditors For For Mgmt
05/05/04 - A Investment Technology Group, 46145F105 03/08/04 31,300
Inc. *ITG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/13/04 - A Investors Financial Services 461915100 02/20/04 17,812
Corp. *IFIN*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/27/04 - A Iron Mountain Inc. *IRM* 462846106 04/05/04 7,346
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/06/04 - A Itron, Inc. *ITRI* 465741106 02/27/04 21,600
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/04/04 - A ITT Educational Services, Inc. 45068B109 03/05/04 10,500
*ESI*
1 Elect Directors For For Mgmt
1.1 Elect Director Rene R. Champagne
--- For
1.2 Elect Director John F. Cozzi --- For
1.3 Elect Director James D. Fowler, Jr.
--- For
1.4 Elect Director Harris N. Miller ---
For
2 Increase Authorized Common Stock For Against Mgmt
The requested increase of 200,000,000 shares,
is above the allowable threshold of 187,500,000
shares.
05/11/04 - A Jarden Corp. *JAH* 471109108 04/08/04 21,823
1 Elect Directors For For Mgmt
1.1 Elect Director Ian G.H. Ashken ---
For
1.2 Elect Director Richard L. Molen ---
For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/17/04 - A JDA Software Group, Inc. 46612K108 03/31/04 36,598
*JDAS*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/04 - A Kindred Healthcare, Inc. 494580103 03/25/04 2,900
*KIND*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
06/16/04 - A KYPHON INC *KYPH* 501577100 04/20/04 37,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A Leucadia National Corp. *LUK* 527288104 04/08/04 6,937
1 Elect Directors For For Mgmt
2 Amend Articles to Extend Provisions For For Mgmt
that Restrict Accumulation of 5%
Common Stock
3 Ratify Auditors For For Mgmt
05/19/04 - A Lexicon Genetics, Inc. *LEXG* 528872104 03/30/04 81,100
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Robert J. Lefkowitz,
M.D. --- Withhold
We recommend that shareholders WITHHOLD votes
from all of the nominees. We recommend that
shareholders WITHHOLD votes from Robert J.
Lefkowitz, M.D. for standing as an affiliated
outsider on the Nominating Committee and for
failure to establish a majority independent
board, and from affiliated outsider Alan S.
Nies, M.D. for failure to establish a majority
independent board.
1.2 Elect Director Alan S. Nies, M.D.
--- Withhold
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/15/04 - A LifePoint Hospitals, Inc. 53219L109 04/16/04 26,933
*LPNT*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Ratify Auditors For For Mgmt
05/06/04 - A Linens 'n Things, Inc. *LIN* 535679104 03/08/04 35,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/03/04 - A Louisiana-Pacific Corp *LPX* 546347105 03/05/04 21,217
1 Elect Directors For Split Mgmt
1.1 Elect Director Dustan E. McCoy ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Lee C.
Simpson. We recommend that shareholders
WITHHOLD votes from Lee C. Simpson for standing
as an affiliated outsider on the Nominating
Committee.
1.2 Elect Director Lee C. Simpson ---
Withhold
1.3 Elect Director Colin D. Watson ---
For
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Non-Employee Director For For Mgmt
Restricted Stock Plan
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
5 Amend Executive Incentive Bonus Plan For For Mgmt
6 Ratify Auditors For For Mgmt
7 Separate Chairman and CEO Positions Against Against ShrHoldr
8 Report on Greenhouse Gas Emissions Against Against ShrHoldr
05/25/04 - A Macrovision Corp. *MVSN* 555904101 03/31/04 21,281
1 Elect Directors For Split Mgmt
1.1 Elect Director John O. Ryan ---
Withhold
We recommend a vote FOR the directors with the
exception of insiders William A. Krepick and
John O. Ryan, and affiliated outsiders Matt
Christiano and Donna S. Birks. We recommend
that shareholders WITHHOLD votes from William
A. Krepick, John O. Ryan and Matt Christiano
for failure to establish a majority independent
board. We also recommend that shareholders
WITHHOLD votes from Donna S. Birks for standing
as an affiliated outsider on the Audit,
Compensation and Nominating committees and for
failure to establish a majority independent
board.
1.2 Elect Director William A. Krepick
--- Withhold
1.3 Elect Director Matt Christiano ---
Withhold
1.4 Elect Director Donna S. Birks ---
Withhold
1.5 Elect Director William N. Stirlen
--- For
1.6 Elect Director Thomas Wertheimer
--- For
1.7 Elect Director Steven G. Blank ---
For
2 Ratify Auditors For For Mgmt
05/21/04 - A Manhattan Associates, Inc. 562750109 03/31/04 1,454
*MANH*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/03/04 - A Maverick Tube Corp. *MVK* 577914104 03/05/04 34,480
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
4 Ratify Auditors For For Mgmt
04/27/04 - A MB Financial, Inc. *MBFI* 55264U108 03/15/04 15,850
1 Elect Directors For For Mgmt
05/27/04 - A Medicines Company (The) *MDCO* 584688105 04/16/04 22,366
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/27/04 - A Metrologic Instruments, Inc. 591676101 03/31/04 40,400
*MTLG*
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard C. Close ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider William
Rulon-Miller. We recommend that shareholders
WITHHOLD votes from William Rulon-Miller for
standing as an affiliated outsider on the Audit
and Compensation committees, for failure to
establish an independent nominating committee
and for failure to establish a majority
independent board.
1.2 Elect Director John H. Mathias ---
For
1.3 Elect Director William Rulon-Miller
--- Withhold
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/11/04 - A MGI Pharma, Inc. *MOGN* 552880106 03/15/04 9,795
1 Elect Directors For Split Mgmt
1.1 Elect Director Andrew J. Ferrara
--- For
We recommend a vote FOR the directors with the
exception of independent outsider David B.
Sharrock. We recommend that shareholders
WITHHOLD votes from David B. Sharrock for poor
attendance.
1.2 Elect Director Gilla Kaplan, Ph.D.
--- For
1.3 Elect Director Edward W. Mehrer ---
For
1.4 Elect Director Hugh E. Miller ---
For
1.5 Elect Director Leon O. Moulder, Jr.
--- For
1.6 Elect Director Lee J. Schroeder ---
For
1.7 Elect Director David B. Sharrock
--- Withhold
1.8 Elect Director Waneta C. Tuttle,
Ph.D. --- For
1.9 Elect Director Arthur L. Weaver,
M.D. --- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
06/17/04 - A Michaels Stores, Inc. *MIK* 594087108 04/26/04 11,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
05/25/04 - A MIM Corporation *MIMS* 553044108 04/02/04 42,776
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A MKS Instruments, Inc. *MKSI* 55306N104 03/26/04 42,936
1 Elect Directors For Split Mgmt
1.1 Elect Director James G. Berges ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Richard S.
Chute. We recommend that shareholders WITHHOLD
votes from Richard S. Chute for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Richard S. Chute ---
Withhold
1.3 Elect Director Owen W. Robbins ---
For
2 Approve Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 39.74
percent is above the allowable cap for this
company of 19.69 percent.
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Amend Employee Stock Purchase Plan For For Mgmt
6 Ratify Auditors For For Mgmt
04/21/04 - A Navigant Consulting Inc. *NCI* 63935N107 03/08/04 31,398
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/17/04 - A Nektar Therapeutics *NKTR* 640268108 04/19/04 16,467
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/26/04 - A Neurocrine Biosciences, Inc. 64125C109 04/01/04 21,673
*NBIX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/19/04 - A New York Community Bancorp, 649445103 03/29/04 21,533
Inc. *NYB*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A NII Holdings, Inc. *NIHD* 62913F201 03/25/04 4,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Steven P. Dussek ---
Withhold
We recommend voting FOR Steven Shindler and
withholding votes from Steven Dussek. We
recommend that shareholders WITHHOLD votes from
Steven P. Dussek for standing as an affiliated
outsider on both the Audit and Compensation
committees.
1.2 Elect Director Steven M. Shindler
--- For
2 Increase Authorized Common Stock For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Adjourn Meeting For Against Mgmt
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
06/22/04 - A Novatel Wireless, Inc. *NVTL* 66987M604 04/28/04 16,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 22.63
percent is above the allowable cap for this
company of 15.09 percent. Additionally, the
plan allows repricing of stock options without
shareholder approval, which we believe reduces
the incentive value of the plan.
4 Amend Employee Stock Purchase Plan For For Mgmt
05/18/04 - A Noven Pharmaceuticals, Inc. 670009109 04/07/04 31,200
*NOVN*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/20/04 - A NPS Pharmaceuticals, Inc. 62936P103 04/06/04 4,275
*NPSP*
1 Elect Directors For Split Mgmt
1.1 Elect Director Santo J. Costa ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider James G.
Groninger. We recommend that shareholders
WITHHOLD votes from James G. Groninger for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director John R. Evans --- For
1.3 Elect Director James G. Groninger
--- Withhold
1.4 Elect Director Hunter Jackson ---
For
1.5 Elect Director Joseph Klein III ---
For
1.6 Elect Director Donald E. Kuhla ---
For
1.7 Elect Director Thomas N. Parks ---
For
1.8 Elect Director Calvin R. Stiller
--- For
1.9 Elect Director Peter G. Tombros ---
For
2 Ratify Auditors For For Mgmt
06/04/04 - A Oakley, Inc. *OO* 673662102 03/31/04 49,276
1 Elect Directors For Split Mgmt
1.1 Elect Director Jim Jannard --- For
We recommend a vote FOR the directors with the
exceptions of independent outsiders Irene
Miller and Abbott Brown. We recommend that
shareholders WITHHOLD votes from Audit
Committee members Irene Miller and Abbott Brown
for paying excessive non-audit fees.
1.2 Elect Director Link Newcomb --- For
1.3 Elect Director Abbott Brown ---
Withhold
1.4 Elect Director Lee Clow --- For
1.5 Elect Director Thomas Davin --- For
1.6 Elect Director Irene Miller ---
Withhold
2 Ratify Auditors For Against Mgmt
In this case, 66.68 percent of the total fees
paid to the auditor is attributable to
non-audit work. This notably disproportionate
fee arrangement could significantly impair the
auditor's independence.
05/06/04 - A Odyssey Healthcare, Inc. 67611V101 03/26/04 15,334
*ODSY*
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard R. Burnham
--- Withhold
We recommend a vote FOR Martin S. Rash, but
WITHHOLD votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
insiders Richard R. Burnham and David C.
Gasmire for failure to establish a majority
independent board.
1.2 Elect Director David C. Gasmire ---
Withhold
1.3 Elect Director Martin S. Rash ---
For
2 Ratify Auditors For For Mgmt
06/23/04 - A ONYX Pharmaceuticals, Inc. 683399109 04/26/04 26,854
*ONXX*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
Although the total cost of the company's plans
of 8.30 percent is within the allowable cap for
this company of 13.27 percent, the plan allows
repricing of underwater stock options without
shareholder approval, which we believe reduces
the incentive value of the plan.
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
4 Ratify Auditors For For Mgmt
06/02/04 - A Oxford Health Plans, Inc. 691471106 04/15/04 15,000
*OHP*
1 Elect Directors For Split Mgmt
1.1 Elect Director Kent J. Thirty ---
For
We recommend a vote FOR Kent J. Thiry, but
WITHHOLD votes from affiliated outsider
Benjamin H. Safirstein, M.D. We recommend that
shareholders WITHHOLD votes from Benjamin H.
Safirstein, M.D. for poor attendance and for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director B.H. Safirstein,
M.D. --- Withhold
2 Ratify Auditors For For Mgmt
3 Divest from Tobacco Equities Against Against ShrHoldr
Because of the lack of company investments in
tobacco equities, restrictive format, and
potential financial impact of this proposal, we
do not recommend shareholder support for this
resolution.
05/19/04 - A Pacific Sunwear of California, 694873100 04/05/04 36,957
Inc. *PSUN*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A Packeteer, Inc. *PKTR* 695210104 03/31/04 50,799
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/27/04 - A Panera Bread Company *PNRA* 69840W108 04/06/04 660
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A Papa John *PZZA* 698813102 03/26/04 11,099
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director Stock For Against Mgmt
Option Plan
The total cost of the company's plans of 10.86
percent is above the allowable cap for this
company of 5.19 percent.
3 Ratify Auditors For For Mgmt
05/19/04 - A PEC Solutions, Inc. *PECS* 705107100 03/29/04 8,892
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/03/04 - A Pegasus Solutions *PEGS* 705906105 03/09/04 36,838
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A Penn National Gaming, Inc. 707569109 04/02/04 30,500
*PENN*
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert P. Levy ---
Withhold
We recommend that shareholders vote FOR Barbara
Z. Shattuck, but WITHHOLD votes from
independent outsider Robert P. Levy. We
recommend that shareholders WITHHOLD votes from
Robert P. Levy for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill.
1.2 Elect Director Barbara Z. Shattuck
--- For
2 Ratify Auditors For For Mgmt
05/19/04 - A Pharmaceutical Product 717124101 03/19/04 17,100
Development, Inc. *PPDI*
1 Elect Directors For Split Mgmt
1.1 Elect Director Stuart Bondurant,
M.D. --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider John A.
McNeill, Jr. We recommend that shareholders
WITHHOLD votes from John A. McNeill, Jr. for
standing as an affiliated outsider on the Audit
and Compensation committees.
1.2 Elect Director Frederick Frank ---
For
1.3 Elect Director Terry Magnuson,
Ph.D. --- For
1.4 Elect Director Fredric N. Eshelman
--- For
1.5 Elect Director David L. Grange ---
For
1.6 Elect Director Ernest Mario, Ph.D.
--- For
1.7 Elect Director Marye Anne Fox ---
For
1.8 Elect Director Catherine M. Klema
--- For
1.9 Elect Director John A. McNeill, Jr.
--- Withhold
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/25/04 - A Pixelworks, Inc. *PXLW* 72581M107 03/26/04 38,417
1 Elect Directors For For Mgmt
1.1 Elect Director Allen H. Alley ---
For
1.2 Elect Director Oliver D. Curme ---
For
1.3 Elect Director C. Scott Gibson ---
For
1.4 Elect Director Frank Gill --- For
1.5 Elect Director Steven J. Sharp ---
For
2 Amend Articles For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For Against Mgmt
Despite the reasonable offering period, we do
not support this proposal because the proposed
automatic share increases would cause excessive
voting power dilution.
06/02/04 - A Polycom, Inc. *PLCM* 73172K104 04/09/04 29,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Betsy S. Atkins ---
For
We recommend a vote FOR the directors with the
exception of William A. Owens. We recommend
that shareholders WITHHOLD votes from William
A. Owens for sitting on more than six boards at
the time of our analysis.
1.2 Elect Director John Seely Brown ---
For
1.3 Elect Director Robert C. Hagerty
--- For
1.4 Elect Director John A. Kelley, Jr.
--- For
1.5 Elect Director Michael R. Kourey
--- For
1.6 Elect Director Stanley J. Meresman
--- For
1.7 Elect Director William A. Owens ---
Withhold
1.8 Elect Director Durk I. Jager --- For
1.9 Elect Director Thomas G. Stemberg
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/03/04 - A Power Integrations, Inc. 739276103 04/12/04 16,152
*POWI*
1 Elect Directors For Split Mgmt
1.1 Elect Director R. Scott Brown ---
For
We recommend a vote FOR R. Scott Brown but
WITHHOLD votes from affiliated outsider Steven
J. Sharp. We recommend that shareholders
WITHHOLD votes from Steven J. Sharp for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director Steven J. Sharp ---
Withhold
2 Amend Stock Option Plan For Against Mgmt
The total cost of the company's plans of 24.72
percent is above the allowable cap for this
company of 19.83 percent. Additionally, the
plan allows repricing of underwater stock
options without shareholder approval, which we
believe reduces the incentive value of the plan.
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/18/04 - A Pride International, Inc. 74153Q102 03/22/04 14,403
*PDE*
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert L. Barbanell
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Ralph D.
McBride. We recommend that shareholders
WITHHOLD votes from Ralph D. McBride for
standing as an affiliated outsider on the
Compensation and Nominating committees.
1.2 Elect Director Paul A. Bragg --- For
1.3 Elect Director David A.B. Brown ---
For
1.4 Elect Director J.C. Burton --- For
1.5 Elect Director Jorge E. Estrada ---
For
1.6 Elect Director William E. Macaulay
--- For
1.7 Elect Director Ralph D. Mcbride ---
Withhold
1.8 Elect Director David B. Robson ---
For
2 Approve Non-Employee Director Stock For For Mgmt
Option Plan
3 Ratify Auditors For For Mgmt
05/20/04 - A Prima Energy Corp. *PENG* 741901201 04/12/04 39,328
1 Elect Directors For For Mgmt
2 Amend Non-Employee Director Stock For For Mgmt
Option Plan
3 Ratify Auditors For For Mgmt
05/17/04 - A Priority Healthcare Corp. 74264T102 03/18/04 22,961
*PHCC*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
05/19/04 - A Proassurance Corp *PRA* 74267C106 03/31/04 29,700
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/26/04 - A Proquest Company *PQE* 74346P102 03/31/04 32,438
1 Elect Directors For Split Mgmt
1.1 Elect Director David Bonderman ---
Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider William J.
White and insider David Bonderman. We recommend
that shareholders WITHHOLD votes from William
J. White for standing as an affiliated outsider
on the Audit Committee and from David Bonderman
for poor attendance and for sitting on more
than six boards.
1.2 Elect Director David G. Brown ---
For
1.3 Elect Director Alan W. Aldworth ---
For
1.4 Elect Director William E. Oberndorf
--- For
1.5 Elect Director James P. Roemer ---
For
1.6 Elect Director Gary L. Roubos ---
For
1.7 Elect Director Todd S. Nelson ---
For
1.8 Elect Director Linda G. Roberts ---
For
1.9 Elect Director William J. White ---
Withhold
2 Amend Omnibus Stock Plan For For Mgmt
05/18/04 - A Province Healthcare Co. *PRV* 743977100 03/23/04 57,646
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A QLT Inc. *QLT* 746927102 04/13/04 20,213
1 Approve Deloitte & Touche LLP as For For Mgmt
Auditors and Authorize Board to Fix
Remuneration of Auditors
2 Fix Number of Directors at Eight For For Mgmt
3 Elect Directors For For Mgmt
05/18/04 - A RadiSys Corp. *RSYS* 750459109 03/22/04 16,686
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
05/17/04 - A Redback Networks, Inc. *RBAK* 757209507 03/24/04 80,978
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/26/04 - A Regeneration Technologies, 75886N100 03/24/04 21,549
Inc. *RTIX*
1 Elect Directors For Split Mgmt
1.1 Elect Director Brian K. Hutchison
--- For
We recommend a vote FOR the directors with the
exception of David J. Simpson. We recommend
that shareholders WITHHOLD votes from David J.
Simpson for standing as an affiliated outsider
on the Audit Committee and David J. Simpson for
standing as an affiliated outsider on the
Compensation Committee.
1.2 Elect Director David J. Simpson ---
Withhold
2 Approve Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 14.63 percent is above the allowable cap for
this company of 11.42 percent.
06/11/04 - A Regeneron Pharmaceuticals, 75886F107 04/16/04 21,102
Inc. *REGN*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Leonard S.
Schleifer, M.D., Ph.D. --- Withhold
We recommend that shareholders WITHHOLD votes
from all of the nominees. We recommend that
shareholders WITHHOLD votes from insiders
Leonard S. Schleifer, M.D., Ph.D., George D.
Yancopoulos, M.D., Ph.D., and affiliated
outsider Eric M. Shooter, Ph.D., for failure to
establish a majority independent board.
1.2 Elect Director Eric M. Shooter,
Ph.D. --- Withhold
1.3 Elect Director George D.
Yancopoulos, M.D., Ph.D. ---
Withhold
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 21.07
percent is above the allowable cap for this
company of 14.70 percent. Equity grants
including stock options, restricted stock and
other forms of long-term incentive awards to
top five named executive officers were 25.02
percent of the total shares awarded in the
current year.
06/10/04 - A Salem Communications Corp. 794093104 04/16/04 23,800
(CA) *SALM*
1 Elect Directors For Split Mgmt
1.1 Elect Director Stuart W. Epperson
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Eric H.
Halvorson. We recommend that shareholders
WITHHOLD votes from Eric H. Halvorson for
standing as an affiliated outsider on the Audit
Committee.
1.2 Elect Director Roland S. Hinz ---
For
1.3 Elect Director Edward G. Atsinger
III --- For
1.4 Elect Director Paul Pressler --- For
1.5 Elect Director Eric H. Halvorson
--- Withhold
1.6 Elect Director Richard A. Riddle
--- For
1.7 Elect Director Mr. Davenport+ ---
For
1.8 Elect Director Mr. Hodel+ --- For
2 Ratify Auditors For For Mgmt
05/20/04 - A Sandisk Corp. *SNDK* 80004C101 03/30/04 25,820
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/06/04 - A SCP Pool Corp. *POOL* 784028102 03/12/04 16,987
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/10/04 - A Select Medical Corp. *SEM* 816196109 03/26/04 80,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/23/04 - A Siebel Systems, Inc. *SEBL* 826170102 04/29/04 9,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Abstain For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
04/26/04 - A Sierra Wireless Inc. *SW.* 826516106 03/24/04 30,454
1 Elect Directors For For Mgmt
2 Appoint KPMG LLP as Auditors and For For Mgmt
Authorize Board to Fix Remuneration
of Auditors
04/21/04 - A Sigmatel Inc. *SGTL* 82661W107 03/17/04 31,899
1 Elect Directors For For Mgmt
2 Elect Director Robert T. Derby For For Mgmt
3 Ratify Auditors For For Mgmt
05/27/04 - A Silgan Holdings Inc. *SLGN* 827048109 04/16/04 24,700
1 Elect Directors For Split Mgmt
1.1 Elect Director R. Philip Silver ---
Withhold
We recommend a vote FOR the directors with the
exception of insider R. Philip Silver. We
recommend that shareholders WITHHOLD votes from
R. Philip Silver for failure to establish an
independent nominating committee.
1.2 Elect Director William C. Jennings
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/29/04 - A Silicon Laboratories, Inc. 826919102 03/01/04 12,300
*SLAB*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/04 - A Spinnaker Exploration Company 84855W109 03/12/04 24,526
*SKE*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A St. Mary Land & Exploration 792228108 04/12/04 65,900
Co. *SM*
1 Elect Directors For For Mgmt
2 Approve Restricted Stock Plan For For Mgmt
05/19/04 - A Station Casinos, Inc. *STN* 857689103 03/26/04 38,946
1 Elect Directors For Split Mgmt
1.1 Elect Director Lorenzo J. Fertitta
--- Withhold
We recommend a vote FOR James E. Nave, D.V.M.
but WITHHOLD votes from all the other nominees.
We recommend that shareholders WITHHOLD votes
from insider Lorenzo J. Fertitta and affiliated
outsider Blake L. Sartini for failure to
establish a majority independent board.
1.2 Elect Director Blake L. Sartini ---
Withhold
1.3 Elect Director James E. Nave,
D.V.M. --- For
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/11/04 - A Stericycle, Inc. *SRCL* 858912108 03/15/04 32,661
1 Elect Directors For For Mgmt
1.1 Elect Director Jack W. Schuler ---
For
1.2 Elect Director Mark C. Miller ---
For
1.3 Elect Director John P. Connaughton
--- For
1.4 Elect Director Rod F. Dammeyer ---
For
1.5 Elect Director Patrick F. Graham
--- For
1.6 Elect Director John Patience --- For
1.7 Elect Director Thomas R. Reusche
--- For
1.8 Elect Director Peter Vardy --- For
1.9 Elect Director L. John Wilkerson,
Ph.D. --- For
2 Ratify Auditors For For Mgmt
3 Report on Waste Incineration Against Against ShrHoldr
In this case, we note that the company does not
have a formal EHS report; however, it does
specifically discuss the issue of waste
handling and disposal in some detail on the
company's website. Moreover, the company has
taken some steps in the development of
alternative methods of disposal and committed
to reducing the use of incineration as much as
possible based on applicable regulations and
the economic viability these alternatives. We
believe that these factors are indicative of
the company's ongoing evaluation of
alternatives to incineration, and demonstrate a
reasonable approach to the proponent's
concerns. As such, we do not believe that the
requested report is necessary at this time.
05/20/04 - A Stone Energy Corp. *SGY* 861642106 03/25/04 13,254
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/12/04 - A Sunrise Senior Living Inc. 86768K106 03/16/04 18,018
*SRZ*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Craig R. Callen ---
Withhold
We recommend that shareholders WITHHOLD votes
from all of the nominees. We recommend that
shareholders WITHHOLD votes from affiliated
outsider Craig R. Callen and insider Paul J.
Klaassen for failure to establish a majority
independent board.
1.2 Elect Director Paul J. Klaassen ---
Withhold
05/14/04 - A Tekelec *TKLC* 879101103 03/22/04 36,977
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert V. Adams ---
For
We recommend a vote FOR Robert V. Adams, but
WITHHOLD votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
Daniel L. Brenner for standing as an affiliated
outsider on the Audit, Compensation and
Nominating committees and for failure to
establish a majority independent board, Jon F.
Rager for standing as an affiliated outsider on
the Audit and Compensation committees and for
failure to establish a majority independent
board, and Martin A. Kaplan for standing as an
affiliated outsider on the Nominating Committee
and for failure to establish a majority
independent board. We also recommend that
shareholders WITHHOLD votes from affiliated
outsider Jean-Claude Asscher and insider
Frederick M. Lax for failure to establish a
majority independent board.
1.2 Elect Director Jean-Claude Asscher
--- Withhold
1.3 Elect Director Daniel L. Brenner
--- Withhold
1.4 Elect Director Martin A. Kaplan ---
Withhold
1.5 Elect Director Frederick M. Lax ---
Withhold
1.6 Elect Director Jon F. Rager ---
Withhold
2 Amend Stock Option Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 22.08 percent is above the allowable cap for
this company of 12.95 percent.
3 Amend Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 16.79 percent is above the allowable cap for
this company of 12.95 percent.
4 Amend Non-Employee Director Stock For Against Mgmt
Option Plan
The total cost of the company's plans of 16.79
percent is above the allowable cap for this
company of 12.95 percent.
5 Ratify Auditors For For Mgmt
05/04/04 - A/S Telesystem International 879946606 03/17/04 45,600
Wireless Inc. *TIW.*
1 To Elect Daniel Cyr, Jacques A. For For Mgmt
Drouin, Michael R. Hannon, C. Kent
Jespersen, Jonathan Charles
Carter-Meggs, Christian Salbaing
and Charles Sirois as Directors
2 Ratify Ernst & Young LLP Auditors For For Mgmt
3 Approve Restricted Share Unit Plan For Against Mgmt
The total cost of the company's plans of 7.13
percent is above the allowable cap for this
company of 4.67 percent. We also oppose this
plan because it would appear that non-employee
directors participate in it on a discretionary
basis. This is a practice which gives rise to
the possibility of self-dealing by directors in
equity-based compensation. This may result in
compromised independence.
05/20/04 - A Teletech Holdings, Inc. *TTEC* 879939106 03/25/04 57,600
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Adopt MacBride Principles Against Against ShrHoldr
05/18/04 - A Texas Capital Bancshares Inc 88224Q107 03/29/04 47,200
*TCBI*
1 Elect Directors For Split Mgmt
1.1 Elect Director Peter B. Bartholow
--- For
We recommend a vote FOR the directors with the
exceptions of independent outsiders Ian J.
Turpin, James Cleo Thompson, Jr., Lee Roy
Mitchell, Frederick B. Hegi, Jr., and
affiliated outsider James R. Erwin. We
recommend that shareholders WITHHOLD votes from
Ian J. Turpin, James Cleo Thompson, Jr., Lee
Roy Mitchell, and Frederick B. Hegi, Jr. for
poor attendance and James R. Erwin for standing
as an affiliated outsider on the Compensation
Committee.
1.2 Elect Director Leo Corrigan, III
--- For
1.3 Elect Director James R. Erwin ---
Withhold
1.4 Elect Director J. M. (jody) Grant
--- For
1.5 Elect Director Frederick B. Hegi,
Jr. --- Withhold
1.6 Elect Director James R. Holland,
Jr. --- For
1.7 Elect Director George F. Jones, Jr.
--- For
1.8 Elect Director Larry A. Makel ---
For
1.9 Elect Director W.W. Mcallister III
--- For
1.10 Elect Director Lee Roy Mitchell ---
Withhold
1.11 Elect Director Steven P. Rosenberg
--- For
1.12 Elect Director John C. Snyder ---
For
1.13 Elect Director Robert W. Stallings
--- For
1.14 Elect Director James C. Thompson,
Jr. --- Withhold
1.15 Elect Director Ian J. Turpin ---
Withhold
05/17/04 - A The Charles Schwab Corp. *SCH* 808513105 03/18/04 36,898
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/18/04 - A The Cheesecake Factory, Inc. 163072101 03/31/04 20,620
*CAKE*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Thomas L. Gregory
--- Withhold
We support the proposed corporate governance
reforms that Culinary Union is advocating.
While we note the positive steps the company
took in forming a Corporate Governance
Committee and in eliminating the slow-hand
provision in its poison pill, it considers them
as only partial response to shareholders'
mandate on the governance issues. The company
in its defense points out that the proposals
did not receive 80 percent of the votes
outstanding which is required to amend the
company's bylaws on some of those proposals.
However, the proposals did receive clear
majority of the votes cast. In light of the
majority support, we believe that the company
should have taken additional steps to respond
to shareholders' wishes. Our policy is to
withhold votes from the director nominees if
they ignore a shareholder proposal that was
approved by a majority of the votes cast for
two consecutive years. However, in this case,
given that the no vote campaign is a
continuation of Culinary Union's advocacy of
corporate governance reforms which we support,
and the company's minimal response to address
shareholders' mandate of last year on multiple
proposals, we recommend a WITHHOLD vote from
Thomas Gregory.
2 Amend Stock Option Plan For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
05/27/04 - A The Wet Seal, Inc. *WTSLA* 961840105 04/09/04 3,568
1 Elect Directors For Split Mgmt
1.1 Elect Director George H. Benter,
Jr. --- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Irving
Teitelbaum, Alan Siegel, and Stephen Gross. We
recommend that shareholders WITHHOLD votes from
Irving Teitelbaum, Alan Siegel, and Stephen
Gross for failure to establish an independent
nominating committee.
1.2 Elect Director Barry J. Entous ---
For
1.3 Elect Director Stephen Gross ---
Withhold
1.4 Elect Director William F. Loeb ---
For
1.5 Elect Director Wilfred Posluns ---
For
1.6 Elect Director Alan Siegel ---
Withhold
1.7 Elect Director Irving Teitelbaum
--- Withhold
04/15/04 - A TIBCO Software, Inc. *TIBX* 88632Q103 02/18/04 118,599
1 Elect Directors For Split Mgmt
1.1 Elect Director Vivek Y. Ranadive
--- For
We recommend a vote FOR the directors with the
exception of independent outsider William A.
Owens. We recommend that shareholders WITHHOLD
votes from William A. Owens for sitting on more
than six boards.
1.2 Elect Director Naren Gupta --- For
1.3 Elect Director Peter Job --- For
1.4 Elect Director William A. Owens ---
Withhold
1.5 Elect Director Philip K. Wood ---
For
1.6 Elect Director Eric Dunn --- For
2 Ratify Auditors For For Mgmt
06/03/04 - A Time Warner Telecom, Inc. 887319101 04/07/04 50,888
*TWTC*
1 Elect Directors For Split Mgmt
1.1 Elect Director Larissa L. Herda ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Glenn A. Britt, Larissa
L. Herda, Richard J. Davies, Spencer B. Hays
and Robert D. Marcus, and affiliated outsider
Robert J. Miron. We recommend that shareholders
WITHHOLD votes from Glenn A. Britt for standing
as an insider on the Compensation and
Nominating committees and for failure to
establish a majority independent board. We also
recommend that shareholders WITHHOLD votes from
Richard J. Davies, Spencer B. Hays and Robert
D. Marcus for failure to establish a majority
independent board. Lastly, we recommend that
shareholders WITHHOLD votes from Larissa L.
Herda for standing as insider on the Nominating
Committee and for failure to establish a
majority independent board, and Robert J. Miron
for standing as an affiliated outsider on the
Compensation and Nominating committees and for
failure to establish a majority independent
board.
1.2 Elect Director Glenn A. Britt ---
Withhold
1.3 Elect Director Richard J. Davies
--- Withhold
1.4 Elect Director Spencer B. Hays ---
Withhold
1.5 Elect Director Robert D. Marcus ---
Withhold
1.6 Elect Director Robert J. Miron ---
Withhold
1.7 Elect Director Anthony R. Muller
--- For
1.8 Elect Director Theodore H. Schell
--- For
1.9 Elect Director Mary Agnes
Wilderotter --- For
2 Approve Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/06/04 - A Tom Brown, Inc. 115660201 03/09/04 22,667
1 Elect Directors For Split Mgmt
1.1 Elect Director David M. Carmichael
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Henry Groppe.
We recommend that shareholders WITHHOLD votes
from Henry Groppe for standing as an affiliated
outsider on the Compensation Committee.
1.2 Elect Director Henry Groppe ---
Withhold
1.3 Elect Director Edward W. LeBaron,
Jr. --- For
1.4 Elect Director James D. Lightner
--- For
1.5 Elect Director John C. Linehan ---
For
1.6 Elect Director Wayne W. Murdy ---
For
1.7 Elect Director James B. Wallace ---
For
1.8 Elect Director Robert H. Whilden,
Jr. --- For
2 Increase Authorized Common Stock For For Mgmt
04/15/04 - A Tractor Supply Co. *TSCO* 892356106 03/02/04 20,144
1 Elect Directors For Split Mgmt
1.1 Elect Director James F. Wright ---
For
We recommend a vote FOR the directors with the
exception of Gerard E. Jones. We recommend that
shareholders WITHHOLD votes from Gerard E.
Jones for standing as an affiliated outsider on
the Nominating Committee.
1.2 Elect Director Gerard E. Jones ---
Withhold
1.3 Elect Director Edna K. Morris ---
For
2 Ratify Auditors For Against Mgmt
One of the most important issues relating to
auditors is the independence of the auditing
process. The auditor's independence from the
company being audited reduces the potential for
abuse. Recently, many accounting firms have
expanded their business to include broad-based
consulting services. We believe that in some
cases, such consulting services, when operated
side by side with the accounting business, can
lower auditor objectivity. More than 50%
of the total fees paid to the auditor is
attributable to non-audit work. This notably
disproportionate fee arrangement could
significantly impair the auditor's
independence. We recommend a vote against this
proposal.
3 Approve Executive Incentive Bonus For For Mgmt
Plan
05/18/04 - A Tuesday Morning Corp. *TUES* 899035505 03/19/04 12,790
1 Elect Directors For Split Mgmt
1.1 Elect Director Benjamin D.
Chereskin --- For
We recommend a vote FOR the directors with the
exceptions of independent outsider Henry F.
Frigon and insider Kathleen Mason. We recommend
that shareholders WITHHOLD votes from Henry F.
Frigon for poor attendance and Kathleen Mason
for failure to establish an independent
nominating committee.
1.2 Elect Director Kathleen Mason ---
Withhold
1.3 Elect Director W. J. Hunckler, III
--- For
1.4 Elect Director Robin P. Selati ---
For
1.5 Elect Director Sally Frame Kasaks
--- For
1.6 Elect Director Henry F. Frigon ---
Withhold
1.7 Elect Director Giles H. Bateman ---
For
2 Approve Omnibus Stock Plan For For Mgmt
05/05/04 - A Unit Corporation *UNT* 909218109 03/08/04 19,147
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/06/04 - A United Online, Inc. *UNTD* 911268100 03/29/04 23,716
1 Elect Directors For For Mgmt
1.1 Elect Director Robert Berglass ---
For
1.2 Elect Director Kenneth L. Coleman
--- For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/16/04 - S Vimpel Communications Ao 68370R109 03/01/04 8,500
Meeting for Holders of ADRs
1 APPROVAL OF THE AMENDMENTS TO THE For For Mgmt
CHARTER OF VIMPELCOM.
05/18/04 - A VistaCare, Inc. *VSTA* 92839Y109 04/02/04 484
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/11/04 - A W. R. Berkley Corp. *BER* 084423102 03/19/04 2,702
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
05/13/04 - A Wabash National Corp. *WNC* 929566107 04/01/04 18,422
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/19/04 - A Webex Communications, Inc. 94767L109 03/31/04 42,600
*WEBX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/02/04 - A Websense, Inc. *WBSN* 947684106 04/05/04 24,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/26/04 - A Westcorp, Inc *WES* 957907108 03/11/04 6,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Judith M. Bardwick
--- For
We recommend a vote FOR the directors with the
exception of James R. Dowlan and Ernest S.
Rady. We recommend shareholders WITHHOLD votes
from James R. Dowlan for standing as an
affiliated outsider on the Compensation
Committee and from James R. Dowlan and Ernest
S. Rady for failure to establish a majority
independent board.
1.2 Elect Director James R. Dowlan ---
Withhold
1.3 Elect Director Duane A. Nelles ---
For
1.4 Elect Director Ernest S. Rady ---
Withhold
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Declassify the Board of Directors For Against Mgmt
4 Ratify Auditors For For Mgmt
04/26/04 - A WFS Financial Inc. *WFSI* 92923B106 03/11/04 13,700
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For Against Mgmt
3 Ratify Auditors For For Mgmt
05/10/04 - A William Lyon Homes *WLS* 552074106 03/19/04 996
1 Elect Directors For Split Mgmt
1.1 Elect Director William Lyon --- For
We recommend a vote FOR the directors with the
exception of insider Richard E. Frankel. We
recommend that shareholders WITHHOLD votes from
Richard E. Frankel for poor attendance.
1.2 Elect Director Wade H. Cable --- For
1.3 Elect Director James E. Dalton ---
For
1.4 Elect Director Richard E. Frankel
--- Withhold
1.5 Elect Director William H. Lyon ---
For
1.6 Elect Director William H. McFarland
--- For
1.7 Elect Director Alex Meruelo --- For
1.8 Elect Director Michael L. Meyer ---
For
1.9 Elect Director Randolph W.
Westerfield --- For
2 Ratify Auditors For For Mgmt
05/19/04 - A Williams-Sonoma, Inc. *WSM* 969904101 03/29/04 20,347
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/25/04 - A Wilson Greatbatch 972232102 04/15/04 26,869
Technologies, Inc. *GB*
1 Elect Directors For For Mgmt
06/09/04 - A Wind River Systems, Inc. 973149107 04/21/04 28,756
*WIND*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/27/04 - A Wintrust Financial Corp. 97650W108 04/07/04 18,147
*WTFC*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/27/04 - A World Fuel Services Corp. 981475106 04/14/04 25,100
*INT*
1 Elect Directors For Split Mgmt
1.1 Elect Director Paul H. Stebbins ---
For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Luis R.
Tinoco and Richard A. Kassar . We recommend
that shareholders WITHHOLD votes from Luis R.
Tinoco for standing as an affiliated outsider
on the Nominating Committee, and from Richard
A. Kassar for standing as an affiliated
outsider on the Audit Committee and Nominating
committees.
1.2 Elect Director Michael J. Kasbar
--- For
1.3 Elect Director John R. Benbow ---
For
1.4 Elect Director Myles Klein --- For
1.5 Elect Director Jerome Sidel --- For
1.6 Elect Director Luis R. Tinoco ---
Withhold
1.7 Elect Director Ken Bakshi --- For
1.8 Elect Director Richard A. Kassar
--- Withhold
1.9 Elect Director J. Thomas Presby ---
For
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Amend Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/27/04 - A XM Satellite Radio Holdings 983759101 04/09/04 20,553
Inc. *XMSR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Gary M. Parsons ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Thomas G.
Elliott. We recommend that shareholders
WITHHOLD votes from Thomas G. Elliott for poor
attendance.
1.2 Elect Director Hugh Panero --- For
1.3 Elect Director Nathaniel A. Davis
--- For
1.4 Elect Director Thomas J. Donohue
--- For
1.5 Elect Director Thomas G. Elliott
--- Withhold
1.6 Elect Director George W. Haywood
--- For
1.7 Elect Director Chester A. Huber,
Jr. --- For
1.8 Elect Director Jarl Mohn --- For
1.9 Elect Director Pierce J. Roberts,
Jr. --- For
1.10 Elect Director Jack Shaw --- For
06/18/04 - A Zoran Corp. *ZRAN* 98975F101 04/28/04 28,500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 28.75 percent is above the allowable cap for
this company of 19.67 percent.
3 Amend Non-Employee Director Stock For Against Mgmt
Option Plan
The total cost of the company's plans of 27.32
percent is above the allowable cap for this
company of 19.67 percent.
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
Vote Summary Report
Jul 01, 2003 - Mar 03, 2004
THRIVENT MID CAP GROWTH PORTFOLIO II
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
07/11/03 - A BEA Systems, Inc. *BEAS* 073325102 05/27/03 14,840
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For Against Mgmt
Plan
3 Ratify Auditors For For Mgmt
07/22/03 - A Legg Mason, Inc. *LM* 524901105 05/23/03 1,800
1 Elect Directors For For Mgmt
07/25/03 - A Mylan Laboratories Inc. *MYL* 628530107 05/23/03 7,605
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
08/05/03 - A Alliant Techsystems Inc. *ATK* 018804104 06/10/03 2,070
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
Shareholder Proposal
3 Report on Space-Based Weapons Against Against ShrHoldr
08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 3,870
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
08/08/03 - S Expedia Inc 302125109 06/25/03 5,560
1 Approve Merger Agreement For For Mgmt
08/15/03 - A Microchip Technology, Inc. 595017104 06/20/03 5,070
*MCHP*
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
08/21/03 - A Symantec Corp. *SYMC* 871503108 07/08/03 2,920
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For Against Mgmt
3 Amend Stock Option Plan For Against Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Ratify Auditors For For Mgmt
09/12/03 - A WebMD Corporation *HLTH* 94769M105 07/21/03 8,700
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
3 Increase Authorized Common Stock For For Mgmt
10/02/03 - A Paychex, Inc. *PAYX* 704326107 08/04/03 3,000
1 Elect Directors For For Mgmt
10/16/03 - A Applera Corp *ABI* 038020103 08/27/03 8,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
11/04/03 - A BearingPoint, Inc. *BE* 074002106 09/12/03 18,300
1 Elect Directors For For Mgmt
11/07/03 - A Scientific-Atlanta, Inc. *SFA* 808655104 09/15/03 5,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For Against Mgmt
11/10/03 - A Meredith Corp. *MDP* 589433101 09/11/03 5,950
1 Elect Directors For For Mgmt
2 Amend Director & Officer For For Mgmt
Indemnification/Liability Provisions
11/12/03 - S BIOGEN IDEC INC *BIIB* 449370105 09/25/03 7,550
1 Approve Merger Agreement For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Adjourn Meeting For For Mgmt
11/13/03 - A Maxim Integrated Products, 57772K101 09/15/03 4,510
Inc. *MXIM*
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For Against Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
11/13/03 - A The Bisys Group, Inc. *BSG* 055472104 09/19/03 13,210
1 Elect Directors For For Mgmt
2 Approve Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
11/19/03 - A Medicis Pharmaceutical Corp. 584690309 10/10/03 4,250
*MRX*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
11/20/03 - A Corinthian Colleges, Inc. 218868107 10/01/03 3,400
*COCO*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
4 Ratify Auditors For For Mgmt
11/28/03 - S DST Systems, Inc. *DST* 233326107 11/10/03 8,720
1 Approve Reorganization Plan For For Mgmt
12/16/03 - A MCAFEE INC. *MFE* 640938106 11/13/03 18,760
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
01/22/04 - A Amdocs Limited *DOX* G02602103 11/28/03 16,510
1 Elect Directors For For Mgmt
2 Accept Financial Statements For For For Mgmt
Fiscal Year 2003
3 Amend 1998 Stock Option and For Against Mgmt
Incentive Plan
4 Approve Ernst & Young Auditors and For For Mgmt
Authorize Audit Committee of Board
to Fix Their Remuneration
01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 13,090
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For Against Mgmt
Shareholder Proposal
3 Report on Foreign Operations Risk Against Against ShrHoldr
01/27/04 - A Apogent Technologies Inc. 03760A101 12/01/03 1,350
1 Elect Directors For For Mgmt
02/04/04 - A Rockwell Automation Inc *ROK* 773903109 12/08/03 10,670
A.1 Elect Director Don H. Davis, Jr. For For Mgmt
A.2 Elect Director William H. Gray, III For For Mgmt
A.3 Elect Director William T. For For Mgmt
McCormick, Jr.
A.4 Elect Director Keith D. Nosbusch For For Mgmt
B Ratify Auditors For For Mgmt
C Amend Omnibus Stock Plan For Against Mgmt
02/10/04 - A Andrew Corp. *ANDW* 034425108 12/12/03 7,700
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
02/19/04 - A Agere Systems Inc *AGR.A* 00845V209 12/22/03 116,500
1 Elect Directors For For Mgmt
02/27/04 - A CoolBrands International Inc. 21639P208 01/12/04 5,100
(frmrly. Yogen Fruz W-Wide)
*COB.A*
1 Elect M. Serruya, R. E. Smith, D. For For Mgmt
J. Stein, A. Serruya, R. DeGasperis
and D. M. Smith as Directors
2 Amend Stock Option Plan For Against Mgmt
3 Ratify BDO Dunwoody LLP as Auditors For For Mgmt
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT MID CAP GROWTH PORTFOLIO II
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
06/24/04 - A A.G. Edwards, Inc. *AGE* 281760108 05/03/04 2,900
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 6,200
Inc. *AFCI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A Allergan, Inc. *AGN* 018490102 03/08/04 1,210
1 Elect Directors For Split Mgmt
1.1 Elect Director Handel E. Evans ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Gavin S.
Herbert, from whom we recommend shareholders
WITHHOLD votes for standing as an affiliated
outsider on the Audit Committee.
1.2 Elect Director Michael R. Gallagher
--- For
1.3 Elect Director Gavin S. Herbert ---
Withhold
1.4 Elect Director Stephen J. Ryan ---
For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
4 Separate Chairman and CEO Positions Against Against ShrHoldr
05/21/04 - A Allied Waste Industries, Inc. 019589308 03/31/04 10,000
*AW*
1 Elect Directors For For Mgmt
1.1 Elect Director Thomas H. Van
Weelden --- For
1.2 Elect Director Robert M. Agate ---
For
1.3 Elect Director Leon D. Black --- For
1.4 Elect Director James W. Crownover
--- For
1.5 Elect Director Michael S. Gross ---
For
1.6 Elect Director Dennis R. Hendrix
--- For
1.7 Elect Director J. Tomilson Hill ---
For
1.8 Elect Director Lawrence V. Jackson
--- For
1.9 Elect Director Nolan Lehmann --- For
1.10 Elect Director Howard A. Lipson ---
For
1.11 Elect Director Antony P. Ressler
--- For
1.12 Elect Director Warren B. Rudman ---
For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
4 Report on Privatization Against Against ShrHoldr
We believe that the requested report would
impose an unnecessary cost to the company
without providing a corresponding benefit to
shareholders.
05/04/04 - A Ambac Financial Group, Inc. 023139108 03/09/04 1,300
*ABK*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
4 Ratify Auditors For For Mgmt
05/04/04 - A American Standard Companies, 029712106 03/10/04 1,610
Inc. *ASD*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 1,900
1 Issue Shares in Connection with an For For Mgmt
Acquisition
2 Change Company Name For For Mgmt
05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 1,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Eugene C. Fiedorek
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider F. H. Merelli.
We recommend that shareholders WITHHOLD votes
from F. H. Merelli for standing as an
affiliated outsider on the Audit Committee.
1.2 Elect Director Patricia Albjerg
Graham --- For
1.3 Elect Director F. H. Merelli ---
Withhold
1.4 Elect Director Raymond Plank --- For
2 Report on Greenhouse Gas Emissions Against Against ShrHoldr
06/11/04 - A BEA Systems, Inc. *BEAS* 073325102 04/30/04 6,390
1 Elect Directors For Split Mgmt
1.1 Elect Director Dean O. Morton ---
Withhold
We recommend a vote FOR George Reyes but
WITHHOLD votes from independent outsider Dean
O. Morton. We recommend that shareholders
WITHHOLD votes from Audit Committee member Dean
O. Morton for paying excessive non-audit fees.
1.2 Elect Director George Reyes --- For
2 Ratify Auditors For Against Mgmt
In this case, 75.67 percent of the total fees
paid to the auditor is attributable to
non-audit work. This notably disproportionate
fee arrangement could significantly impair the
auditor's independence.
06/24/04 - A Best Buy Co., Inc. *BBY* 086516101 04/26/04 900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
06/16/04 - A BIOGEN IDEC INC *BIIB* 09062X103 04/20/04 3,660
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/21/04 - A C. R. Bard, Inc. *BCR* 067383109 03/01/04 5,028
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
06/29/04 - A CARMAX INC *KMX* 143130102 04/30/04 1,300
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
06/23/04 - A/S Cognos Inc. *CSN.* 19244C109 04/26/04 1,900
1 Elect Directors For For Mgmt
2 Ratify Ernst & Young LLP as Auditors For For Mgmt
3 Amend 2003 - 2008 Stock Option Plan For For Mgmt
4 Eliminate Class of Preferred Stock For For Mgmt
05/13/04 - A Cooper Cameron Corp. *CAM* 216640102 03/15/04 1,010
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Prepare Sustainability Report Against Against ShrHoldr
04/29/04 - A Corning Inc. *GLW* 219350105 03/01/04 27,370
1 Elect Directors For For Mgmt
1.1 Elect Director Jeremy R. Knowles
--- For
1.2 Elect Director Eugene C. Sit --- For
1.3 Elect Director William D. Smithburg
--- For
1.4 Elect Director Hansel E. Tookes II
--- For
1.5 Elect Director Wendell P. Weeks ---
For
2 Ratify Auditors For For Mgmt
3 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We generally support the submission of
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval, which would
limit a board's negotiating flexibility.
Seeking shareholder approval after the material
terms of the contract are agreed upon would
give the board a framework to work within and
prevent the excessive "pay for failure"
packages that have been witnessed at other
companies. Accordingly, we believe that this
proposal warrants shareholder support.
05/26/04 - A Cytyc Corporation *CYTC* 232946103 04/05/04 8,240
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
06/17/04 - A Dollar Tree Stores, Inc. 256747106 04/23/04 4,700
*DLTR*
1 Change Range for Size of the Board For For Mgmt
2 Elect Directors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Approve Executive Incentive Bonus For For Mgmt
Plan
04/21/04 - A Doral Financial Corp. *DRL* 25811P100 03/12/04 2,200
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Increase Authorized Preferred Stock For Against Mgmt
The requested increase of 30,000,000 shares, is
above the allowable threshold of 22,000,000
shares.
4 Approve Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 8,600
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
05/11/04 - A Ensco International, Inc. 26874Q100 03/15/04 5,700
*ESV*
1 Elect Directors For Split Mgmt
1.1 Elect Director David M. Carmichael
--- Withhold
We recommend that shareholders vote FOR Rita M.
Rodriguez but WITHHOLD votes from all the other
nominees. We recommend that shareholders
WITHHOLD votes from Compensation Committee
members David M. Carmichael and Thomas L. Kelly
II for not aligning CEO's compensation with
shareholders interests.
1.2 Elect Director Thomas L. Kelly II
--- Withhold
1.3 Elect Director Rita M. Rodriguez
--- For
06/28/04 - A Fisher Scientific 338032204 05/14/04 3,880
International Inc. *FSH*
1 Issue Shares in Connection with an For For Mgmt
Acquisition
2 Elect Directors For For Mgmt
2.1 Elect Director Michael D. Dingman
--- For
2.2 Elect Director Charles A. Sanders
M.D. --- For
3 Ratify Auditors For For Mgmt
4 Adjourn Meeting For Against Mgmt
In this case, shareholders already have enough
information to make their vote decisions. Once
their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
06/03/04 - A Gemstar - TV Guide 36866W106 04/09/04 11,200
International, Inc. *GMST*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A Gentex Corp. *GNTX* 371901109 03/19/04 6,000
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
05/18/04 - A Guidant Corp. *GDT* 401698105 03/11/04 660
1 Elect Directors For For Mgmt
1.1 Elect Director Maurice A. Cox, Jr.
--- For
1.2 Elect Director Nancy-Ann Min
DeParle --- For
1.3 Elect Director Ronald W. Dollens
--- For
1.4 Elect Director Enrique C. Falla ---
For
1.5 Elect Director Kristina M. Johnson,
Ph.D. --- For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
05/25/04 - A Henry Schein, Inc. *HSIC* 806407102 04/15/04 700
1 Elect Directors For Split Mgmt
1.1 Elect Director Stanley M. Bergman
--- For
We recommend a vote FOR the directors with the
exception of Pamela Joseph. We recommend that
shareholders WITHHOLD votes from Pamela Joseph
for poor attendance.
1.2 Elect Director Gerald A. Benjamin
--- For
1.3 Elect Director James P. Breslawski
--- For
1.4 Elect Director Mark E. Mlotek ---
For
1.5 Elect Director Steven Paladino ---
For
1.6 Elect Director Barry J. Alperin ---
For
1.7 Elect Director Pamela Joseph ---
Withhold
1.8 Elect Director Donald J. Kabat ---
For
1.9 Elect Director Marvin H. Schein ---
For
1.10 Elect Director Irving Shafran ---
For
1.11 Elect Director Philip A. Laskawy
--- For
1.12 Elect Director Norman S. Matthews
--- For
1.13 Elect Director Louis W. Sullivan
--- For
1.14 Elect Director Margaret A. Hamburg
--- For
2 Amend Stock Option Plan For For Mgmt
3 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
4 Approve Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/11/04 - A ITT Industries, Inc. *ITT* 450911102 03/19/04 600
1 Ratify Auditors For For Mgmt
2 Elect Directors For For Mgmt
05/17/04 - A Lincare Holdings, Inc. *LNCR* 532791100 03/31/04 1,260
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/06/04 - A Lyondell Chemical Co. *LYO* 552078107 03/10/04 740
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/04 - A Mercury Interactive Corp. 589405109 03/22/04 4,000
*MERQ*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
06/17/04 - A Michaels Stores, Inc. *MIK* 594087108 04/26/04 1,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
05/07/04 - A Millennium Pharmaceuticals, 599902103 03/10/04 4,100
Inc. *MLNM*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A Millipore Corp. *MIL* 601073109 03/05/04 15,530
1 Elect Directors For For Mgmt
06/16/04 - A Monster Worldwide, Inc. *MNST* 611742107 04/26/04 4,560
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
06/02/04 - A Oxford Health Plans, Inc. 691471106 04/15/04 2,600
*OHP*
1 Elect Directors For Split Mgmt
1.1 Elect Director Kent J. Thirty ---
For
We recommend a vote FOR Kent J. Thiry, but
WITHHOLD votes from affiliated outsider
Benjamin H. Safirstein, M.D. We recommend that
shareholders WITHHOLD votes from Benjamin H.
Safirstein, M.D. for poor attendance and for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director B.H. Safirstein,
M.D. --- Withhold
2 Ratify Auditors For For Mgmt
3 Divest from Tobacco Equities Against Against ShrHoldr
Because of the lack of company investments in
tobacco equities, restrictive format, and
potential financial impact of this proposal, we
do not recommend shareholder support for this
resolution.
06/29/04 - A PATTERSON-UTI ENERGY INC. 703481101 05/28/04 3,700
*PTEN*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/14/04 - A PMC-Sierra, Inc. *PMCS* 69344F106 03/15/04 2,539
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert Bailey --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider James Diller.
We recommend that shareholders WITHHOLD votes
from James Diller for standing as an affiliated
outsider on the Compensation and Nominating
committees.
1.2 Elect Director Alexandre Balkanski
--- For
1.3 Elect Director Richard Belluzzo ---
For
1.4 Elect Director James Diller ---
Withhold
1.5 Elect Director Jonathan Judge ---
For
1.6 Elect Director William Kurtz --- For
1.7 Elect Director Frank Marshall ---
For
1.8 Elect Director Lewis Wilks --- For
2 Ratify Auditors For For Mgmt
06/30/04 - A Protein Design Labs, Inc. 74369L103 05/20/04 2,300
*PDLI*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For Against Mgmt
Although the plan expressly prohibits
repricing, the total cost of the company's plan
is 14.04 percent, which is above the allowable
cap for this company of 12.51 percent.
3 Ratify Auditors For For Mgmt
05/04/04 - A Robert Half International Inc. 770323103 03/11/04 3,120
*RHI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/23/04 - A Siebel Systems, Inc. *SEBL* 826170102 04/29/04 5,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Abstain For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
04/28/04 - A SPX Corp. *SPW* 784635104 03/08/04 1,300
1 Elect Directors For For Mgmt
06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 6,600
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
Given that the plan has already expired, and
that the board has determined not to renew the
plan, this proposal has become moot. Therefore,
we recommend that shareholders vote against
this item.
7 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans. Ideally, a pill
should include a two- to three-year sunset
provision, a reasonable flip-in (20 percent or
higher), and a chewable feature allowing
shareholders to redeem the pill in the event of
a takeover offer.
8 Limit Executive Compensation Against Against ShrHoldr
Our policy is to recommend voting against
proposals that seek to set absolute levels on
compensation or otherwise dictate the amount or
form of compensation.
9 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
In this case, the company states that the Audit
Committee pre-approves all services by Ernst &
young LLP, the company's independent auditors
in compliance with the rules of Sarbanes-Oxley
Act. Also, the aggregate fees paid for 'tax
services' and 'other services' are less than
the aggregate fees paid for 'audit services'
and 'audit-related services'. Therefore, we
believe this proposal does not warrant
shareholder support.
05/11/04 - A Stericycle, Inc. *SRCL* 858912108 03/15/04 1,700
1 Elect Directors For For Mgmt
1.1 Elect Director Jack W. Schuler ---
For
1.2 Elect Director Mark C. Miller ---
For
1.3 Elect Director John P. Connaughton
--- For
1.4 Elect Director Rod F. Dammeyer ---
For
1.5 Elect Director Patrick F. Graham
--- For
1.6 Elect Director John Patience --- For
1.7 Elect Director Thomas R. Reusche
--- For
1.8 Elect Director Peter Vardy --- For
1.9 Elect Director L. John Wilkerson,
Ph.D. --- For
2 Ratify Auditors For For Mgmt
3 Report on Waste Incineration Against Against ShrHoldr
In this case, we note that the company does not
have a formal EHS report; however, it does
specifically discuss the issue of waste
handling and disposal in some detail on the
company's website. Moreover, the company has
taken some steps in the development of
alternative methods of disposal and committed
to reducing the use of incineration as much as
possible based on applicable regulations and
the economic viability these alternatives. We
believe that these factors are indicative of
the company's ongoing evaluation of
alternatives to incineration, and demonstrate a
reasonable approach to the proponent's
concerns. As such, we do not believe that the
requested report is necessary at this time.
06/01/04 - A The TJX Companies, Inc. *TJX* 872540109 04/12/04 3,700
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Implement ILO Based Code of Conduct Against Abstain ShrHoldr
4 Report on Vendor Standards Against Abstain ShrHoldr
5 Declassify the Board of Directors Against Against ShrHoldr
05/12/04 - A Univision Communications Inc. 914906102 03/15/04 5,400
*UVN*
1 Elect Directors For Split Mgmt
1.1 Elect Director A. Jerrold Perenchio
--- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider John G.
Perenchio, and insiders McHenry T. Tichenor,
Jr., Ray Rodriguez, and A. Jerrold Perenchio.
We recommend that shareholders WITHHOLD votes
from McHenry T. Tichenor, Jr., Ray Rodriguez,
John G. Perenchio, and A. Jerrold Perenchio for
failure to establish a majority independent
board and an independent nominating committee.
1.2 Elect Director Fernando Aguirre ---
For
1.3 Elect Director Harold Gaba --- For
1.4 Elect Director Alan F. Horn --- For
1.5 Elect Director John G. Perenchio
--- Withhold
1.6 Elect Director Ray Rodriguez ---
Withhold
1.7 Elect Director McHenry T. Tichenor,
Jr. --- Withhold
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
04/28/04 - A W.W. Grainger, Inc. *GWW* 384802104 03/01/04 595
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/28/04 - S WellPoint Health Networks Inc. 94973H108 05/10/04 1,200
*WLP*
1 Approve Merger Agreement For For Mgmt
05/26/04 - A Western Wireless Corporation 95988E204 03/26/04 6,100
*WWCA*
1 Elect Directors For For Mgmt
1.1 Elect Director John W. Stanton ---
For
1.2 Elect Director John L. Bunce, Jr.
--- For
1.3 Elect Director Mitchell R. Cohen
--- For
1.4 Elect Director Daniel J. Evans ---
For
1.5 Elect Director Theresa E. Gillespie
--- For
1.6 Elect Director Jonathan M. Nelson
--- For
1.7 Elect Director Peggy V. Phillips
--- For
1.8 Elect Director Mikal J. Thomsen ---
For
1.9 Elect Director Peter H. van Oppen
--- For
2 Ratify Auditors For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
06/09/04 - A Wind River Systems, Inc. 973149107 04/21/04 5,200
*WIND*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/04 - A XTO ENERGY CORP *XTO* 98385X106 03/31/04 5,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Phillip R. Kevil ---
Withhold
We recommend that shareholders vote FOR Scott
G. Sherman but WITHHOLD votes from all the
other nominees. We recommend that shareholders
WITHHOLD votes from affiliated outsider Phillip
R. Kevil for failure to establish a majority
independent board and for standing as an
affiliated outsider on the Audit and
Compensation committees and Bob R. Simpson for
failure to establish a majority independent
board.
1.2 Elect Director Scott G. Sherman ---
For
1.3 Elect Director Bob R. Simpson ---
Withhold
2 Increase Authorized Common Stock For For Mgmt
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT MID CAP STOCK PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ----------- ---------- ---------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
08/05/03 - A Alliant Techsystems Inc. *ATK* 018804104 06/10/03 5,550
1 Elect Directors For For
2 Ratify Auditors For For
Shareholder Proposal
3 Report on Space-Based Weapons Against Against
09/25/03 - A American Financial Realty Trust 02607P305 08/08/03 6,300
*AFR*
1 Declassify the Board of Directors For Against
2.a.1 Elect Trustee Glenn Blumenthal For For
2.a.2 Elect Trustee John M. Eggemeyer III For For
2.a.3 Elect Trustee Raymond Garea For For
2.a.4 Elect Trustee Michael J. Hagan For For
2.a.5 Elect Trustee John P. Hollihan III For For
2.a.6 Elect Trustee William M. Kahane For For
2.a.7 Elect Trustee Richard A. Kraemer For For
2.a.8 Elect Trustee Lewis S. Ranieri For For
2.a.9 Elect Trustee Nicholas S. Schorsch For For
2.a.0 Elect Trustee J. Rock Tonkel For For
2.b.1 Elect Trustee Glenn Blumenthal For For
2.b.2 Elect Trustee Raymond Garea For For
2.b.3 Elect Trustee William M. Kahane For For
3 Amend Omnibus Stock Plan For For
07/11/03 - A BEA Systems, Inc. *BEAS* 073325102 05/27/03 18,200
1 Elect Directors For For
1.1 Elect Director William T. Coleman
III --- For
We recommend a vote FOR the directors.
1.2 Elect Director Dale Crandall --- For
1.3 Elect Director William H. Janeway
--- For
2 Approve Executive Incentive Bonus For For
Plan
3 Ratify Auditors For For
07/31/03 - A Electronic Arts, Inc. *ERTS* 285512109 06/04/03 5,500
1 Elect Directors For For
1.1 Elect Director M. Richard Asher ---
For
We recommend a vote FOR the directors.
1.2 Elect Director William J. Byron ---
For
1.3 Elect Director Leonard S. Coleman
--- For
1.4 Elect Director Gary M. Kusin --- For
1.5 Elect Director Gregory B. Maffei ---
For
1.6 Elect Director Timothy Mott --- For
1.7 Elect Director Lawrence F. Probst
III --- For
1.8 Elect Director Linda J. Srere --- For
2 Amend Omnibus Stock Plan For For
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
09/29/03 - A Fidelity National Financial, 316326107 08/18/03 6,657
Inc. *FNF*
1 Increase Authorized Common Stock For For
2 Elect Directors For For
08/27/03 - A McData Corporation *MCDT* 580031201 07/01/03 7,600
1 Elect Directors For For
1.1 Elect Director Charles C. Johnston
--- For
1.2 Elect Director John F. McDonnell ---
For
1.3 Elect Director Laurence G. Walker
--- For
2 Ratify Auditors For For
3 Amend Omnibus Stock Plan For For
08/15/03 - A Microchip Technology, Inc. 595017104 06/20/03 17,050
*MCHP*
1 Elect Directors For For
1.1 Elect Director Steve Sanghi --- For
We recommend a vote FOR the directors.
1.2 Elect Director Albert J.
Hugo-Martinez --- For
1.3 Elect Director L.B. Day --- For
1.4 Elect Director Matthew W. Chapman
--- For
1.5 Elect Director Wade F. Meyercord ---
For
2 Amend Employee Stock Purchase Plan For For
3 Amend Employee Stock Purchase Plan For For
07/25/03 - A Mylan Laboratories Inc. *MYL* 628530107 05/23/03 13,850
1 Elect Directors For Split
1.1 Elect Director Milan Puskar --- For
We recommend a vote FOR the directors with the
exception of Douglas J. Leech. We recommend that
shareholders WITHHOLD votes from Douglas J.
Leech for standing as an affiliated outsider on
the Audit and Nominating Committees.
1.2 Elect Director Robert J. Coury ---
For
1.3 Elect Director Wendy Cameron --- For
1.4 Elect Director Laurence S. DeLynn
--- For
1.5 Elect Director John C. Gaisford,
M.D. --- For
1.6 Elect Director Douglas J. Leech ---
Withhold
1.7 Elect Director Joseph C. Maroon,
M.D. --- For
1.8 Elect Director Patricia A. Sunseri
--- For
1.9 Elect Director C.B. Todd --- For
1.10 Elect Director Randall L.
Vanderveen, Ph.D. --- For
1.11 Elect Director Stuart A. Williams,
Esq. --- For
2 Increase Authorized Common Stock For For
3 Approve Omnibus Stock Plan For For
09/08/03 - A Patterson Dental Co. *PDCO* 703412106 07/14/03 4,600
1 Elect Directors For For
2 Ratify Auditors For For
09/05/03 - A Pixar, Inc. *PIXR* 725811103 07/23/03 1,800
1 Elect Directors For Split
1.1 Elect Director Steve Jobs ---
Withhold
WITHHOLD votes for failure to establish an
independent nominating committee.
1.2 Elect Director Dr. Edwin E. Catmull
--- Withhold
WITHHOLD votes for poor attendance and for
failure to establish an independent nominating
committee.
1.3 Elect Director Skip M. Brittenham
--- Withhold
WITHHOLD votes for failure to establish an
independent nominating committee.
1.4 Elect Director Joseph A. Graziano
--- For
1.5 Elect Director Lawrence B. Levy ---
Withhold
WITHHOLD votes for standing as an affiliated
outsider on the Audit Committee, and for failure
to establish an independent nominating committee.
1.6 Elect Director Joe Roth --- Withhold
WITHHOLD votes for poor attendance.
1.7 Elect Director Larry W. Sonsini ---
Withhold
WITHHOLD votes for poor attendance and for
failure to establish an independent nominating
committee.
1.8 Elect Director John S. Wadsworth,
Jr. --- For
2 Ratify Auditors For For
08/26/03 - A QLogic Corp. *QLGC* 747277101 07/01/03 2,700
1 Elect Directors For For
1.1 Elect Director H.K. Desai --- For
1.2 Elect Director Larry R. Carter ---
For
1.3 Elect Director James R. Fiebiger ---
For
1.4 Elect Director Balakrishnan S. Iyer
--- For
1.5 Elect Director Carol L. Miltner ---
For
1.6 Elect Director George D. Wells ---
For
2 Amend Omnibus Stock Plan For For
3 Ratify Auditors For For
07/22/03 - A RF Micro Devices, Inc. *RFMD* 749941100 05/30/03 15,600
1 Elect Directors For For
1.1 Elect Director Robert A. Bruggeworth
--- For
We recommend a vote FOR the directors.
1.2 Elect Director David A. Norbury ---
For
1.3 Elect Director William J. Pratt ---
For
1.4 Elect Director Daniel A. Dileo ---
For
1.5 Elect Director Dr. Frederick J.
Leonberger --- For
1.6 Elect Director Dr. Albert E.
Paladino --- For
1.7 Elect Director Erik Van Der Kaay ---
For
1.8 Elect Director Walter H. Wilkinson,
Jr. --- For
2 Approve Omnibus Stock Plan For For
3 Ratify Auditors For For
07/25/03 - A Steris Corp. *STE* 859152100 05/29/03 7,000
1 Elect Directors For For
Shareholder Proposal
2 Declassify the Board of Directors Against Against
09/24/03 - S UTStarcom, Inc. *UTSI* 918076100 08/15/03 3,100
1 Increase Authorized Common Stock For For
08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 3,900
1 Elect Directors For For
2 Ratify Auditors For For
07/22/03 - S Zimmer Holdings Inc *ZMH* 98956P102 06/16/03 6,200
1 Issue Shares in Connection with an For For
Acquisition
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT MID CAP STOCK PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
10/30/03 - A Affiliated Computer Services, 008190100 09/19/03 10,800
Inc. *ACS*
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Ratify Auditors For For
12/18/03 - S Allied Waste Industries, Inc. 019589308 11/03/03 11,600
*AW*
1 Approve Conversion of Securities For For
12/11/03 - A AutoZone, Inc. *AZO* 053332102 10/14/03 2,300
1 Elect Directors For For
2 Ratify Auditors For For
10/23/03 - A Barr Laboratories, Inc. *BRL* 068306109 09/02/03 5,500
1 Elect Directors For Split
1.1 Elect Director Bruce L. Downey ---
Withhold
WITHHOLD votes from insider Bruce L. Downey for
failure to establish an independent nominating
committee.
1.2 Elect Director Paul M. Bisaro ---
Withhold
WITHHOLD votes from insider Paul M. Bisaro for
failure to establish an independent nominating
committee.
1.3 Elect Director Carole S. Ben-Maimon
--- Withhold
WITHHOLD votes from insider Carole S. Ben-Maimon
for failure to establish an independent
nominating committee.
1.4 Elect Director George P. Stephan
--- For
1.5 Elect Director Jack M. Kay --- For
1.6 Elect Director Harold N. Chefitz
--- For
1.7 Elect Director Richard R. Frankovic
--- For
1.8 Elect Director Peter R. Seaver ---
For
1.9 Elect Director James S. Gilmore,
III --- For
2 Change State of Incorporation from For For
New York to Delaware
3 Increase Authorized Common Stock For For
11/04/03 - A BearingPoint, Inc. *BE* 074002106 09/12/03 12,400
1 Elect Directors For Split
1.1 Elect Director Randolph C. Blazer
--- For
We recommend a vote FOR the directors with the
exception of insider Roderick C. McGeary. We
recommend that shareholders WITHHOLD votes from
Roderick C. McGeary for standing as an insider
on the Compensation and Nominating committees.
1.2 Elect Director Roderick C. McGeary
--- Withhold
1.3 Elect Director Alice M. Rivlin ---
For
11/13/03 - A Brinker International, Inc. 109641100 09/15/03 12,800
*EAT*
1 Elect Directors For Split
1.1 Elect Director Ronald A. McDougall
--- For
We recommend a vote FOR the directors with the
exceptions of Cece Smith, James E.
Oesterreicher, Ronald Kirk, and Marvin J.
Girouard. We recommend that shareholders
WITHHOLD votes from Audit Committee members Cece
Smith, James E. Oesterreicher, Ronald Kirk, and
Marvin J. Girouard for paying excessive
non-audit fees.
1.2 Elect Director Douglas H. Brooks
--- For
1.3 Elect Director Dan W. Cook, III ---
For
1.4 Elect Director Robert M. Gates ---
For
1.5 Elect Director Marvin J. Girouard
--- Withhold
1.6 Elect Director Ronald Kirk ---
Withhold
1.7 Elect Director George R. Mrkonic
--- For
1.8 Elect Director Erle Nye --- For
1.9 Elect Director James E.
Oesterreicher --- Withhold
1.10 Elect Director Cece Smith ---
Withhold
1.11 Elect Director Roger T. Staubach
--- For
2 Ratify Auditors For Against
Percentage of total fees attributable to
nonaudit work: 58.60 percent.
Shareholder Proposal
3 Report on the Impact of Genetically Against Against
Engineered Products
10/29/03 - A CheckFree Corp. *CKFR* 162813109 09/08/03 5,900
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
Shareholder Proposal
3 Make Effort to Locate Women and Against Abstain
Minorities for Board Nomination
10/14/03 - A Cintas Corp. *CTAS* 172908105 08/18/03 5,800
1 Fix Number of Directors For For
2 Elect Directors For Split
2.1 Elect Director Richard T. Farmer
--- Withhold
WITHHOLD votes from Richard T. Farmer for
standing as an insider on the Nominating
Committee, Roger L. Howe for standing as an
affiliated outsider on the Audit Committee,
Compensation, and Nominating Committees, David
C. Phillips for standing as an affiliated
outsider on the Nominating Committee, and Audit
Committee members Roger L. Howe, Robert J.
Herbold, Gerald V. Dirvin, and Paul R. Carter
for paying excessive non-audit fees.
2.2 Elect Director Robert J. Kohlhepp
--- For
2.3 Elect Director Scott D. Farmer ---
For
2.4 Elect Director Paul R. Carter ---
Withhold
2.5 Elect Director Gerald V. Dirvin ---
Withhold
2.6 Elect Director Robert J. Herbold
--- Withhold
2.7 Elect Director Roger L. Howe ---
Withhold
2.8 Elect Director David C. Phillips
--- Withhold
3 Approve Non-Employee Director Stock For For
Option Plan
Shareholder Proposals
4 Expense Stock Options Against For
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options result
in a transfer of shareholder value, and (3) the
contingent cost of options reduces earnings, we
believe that options should be expensed along
with all other forms of compensation to better
reflect the company's true earnings and provide
additional discipline against overuse.
5 Establish a Nominating Committee of Against For
Independent Directors
An independent nominating committee is one way
to assure that shareholder interests will be
adequately represented by a board that is
independent of management and that does not have
an interest in the company that differs from the
interests of other shareholders.
6 Require Majority of Independent Against For
Directors on Board
An independent board is one way to assure that
shareholder interests will be adequately
represented by a board that is independent of
management and that does not have an interest in
the company that differs from the interests of
other shareholders.
7 Report on Code of Conduct Against Against
11/05/03 - A Coach, Inc. *COH* 189754104 09/17/03 3,400
1 Elect Directors For For
1.1 Elect Director Joseph Ellis --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Michael Murphy.
We recommend that shareholders WITHHOLD votes
from Michael Murphy for standing as an
affiliated outsider on the Audit and Human
Resources & Governance committees.
1.2 Elect Director Lew Frankfort --- For
1.3 Elect Director Sally Frame Kasaks
--- For
1.4 Elect Director Gary Loveman --- For
1.5 Elect Director Irene Miller --- For
1.6 Elect Director Keith Monda --- For
1.7 Elect Director Michael Murphy ---
For
11/28/03 - S DST Systems, Inc. *DST* 233326107 11/10/03 9,200
1 Approve Reorganization Plan For For
11/20/03 - S General Growth Properties, Inc. 370021107 10/20/03 5,000
*GGP*
1 Approve Increase in Common Stock For For
and a Stock Split
10/24/03 - A Harris Corp. *HRS* 413875105 08/29/03 4,800
1 Elect Directors For For
2 Ratify Auditors For For
11/24/03 - A International Rectifier Corp. 460254105 09/26/03 3,800
*IRF*
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Amend Omnibus Stock Plan For Against
4 Ratify Auditors For For
11/18/03 - S Interwoven, Inc. *IWOV* 46114T102 09/30/03 39,300
1 Approve Merger Agreement For For
2 Approve Reverse Stock Split For For
11/06/03 - A Lam Research Corp. *LRCX* 512807108 09/12/03 12,800
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Approve Executive Incentive Bonus For For
Plan
4 Ratify Auditors For For
10/30/03 - A LAWSON SOFTWARE INC *LWSN* 520780107 09/12/03 13,000
1 Elect Directors For For
2 Ratify Auditors For For
10/22/03 - A Parker-Hannifin Corp. *PH* 701094104 08/29/03 3,100
1 Elect Directors For For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
10/07/03 - A Ruby Tuesday, Inc. *RI* 781182100 08/12/03 14,200
1 Elect Directors For For
1.1 Elect Director Dr. Donald Ratajczak
--- For
1.2 Elect Director Samuel E. Beall, III
--- For
1.3 Elect Director Claire L. Arnold ---
For
2 Approve Omnibus Stock Plan For For
Shareholder Proposal
3 Report on Impact of Genetically Against Against
Engineered Foods
12/19/03 - S Wind River Systems, Inc. *WIND* 973149107 11/21/03 22,400
1 Amend Omnibus Stock Plan For For
12/09/03 - S Yellow Roadway Corp. *YELL* 985509108 10/16/03 3,200
1 Issue Shares in Connection with an For For
Acquisition
2 Change Company Name For For
3 Adjourn Meeting For Against
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
THRIVENT MID CAP STOCK PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
01/23/04 - A ADVO, Inc. *AD* 007585102 11/28/03 5,300
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Ratify Auditors For For
03/02/04 - A Agilent Technologies Inc. *A* 00846U101 01/05/04 4,000
1 Elect Directors For For
2 Ratify Auditors For For
03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 8,600
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Ratify Auditors For For
01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 3,600
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
Shareholder Proposal
3 Report on Foreign Operations Risk Against Against
03/22/04 - S Caremark Rx, Inc. *CMX* 141705103 02/05/04 11,700
1 Increase Authorized Common Stock For For
2 Approve Issuance of Stock in For For
Connection with Merger Agreement
3 Increase Authorized Preferred Stock For Against
In this case, management has stated that some of
the shares may be used for antitakeover
purposes, namely for the shareholders' rights
plan, which was not approved by shareholders.
Also, given that no shares of preferred stock
are outstanding, we do not believe the increase
is warranted.
4 Approve Omnibus Stock Plan For For
5 Allow Postponement or Adjournment For Against
of Special Meeting
01/09/04 - S Countrywide Financial Corp. 222372104 11/28/03 7,100
*CFC*
1 Increase Authorized Common Stock For For
01/29/04 - A D.R. Horton, Inc. *DHI* 23331A109 12/04/03 11,400
1 Elect Directors For For
2 Amend Executive Incentive Bonus Plan For For
3 Other Business For Against
01/15/04 - A Family Dollar Stores, Inc. 307000109 11/24/03 6,100
*FDO*
1 Elect Directors For For
2 Approve Non-Employee Director Stock For For
Option Plan
3 Ratify Auditors For For
01/28/04 - A Hewitt Associates, Inc. *HEW* 42822Q100 12/01/03 8,800
1 Elect Directors For For
2 Ratify Auditors For For
01/27/04 - A Hormel Foods Corp. *HRL* 440452100 12/01/03 23,400
1 Elect Directors For For
2 Ratify Auditors For For
03/23/04 - A IDEX Corp. *IEX* 45167R104 02/17/04 6,000
1 Elect Directors For Split
1.1 Elect Director Paul E. Raether ---
Withhold
We recommend a vote FOR Neil A. Springer and
Dennis K. Williams. We recommend that
shareholders WITHHOLD votes from Paul E. Raether
for standing as an affiliated outsider on the
nominating committee.
1.2 Elect Director Neil A. Springer ---
For
1.3 Elect Director Dennis K. Williams
--- For
2 Ratify Auditors For For
03/02/04 - A International Game Technology 459902102 01/02/04 8,999
*IGT*
1 Elect Directors For Split
1.1 Elect Director G. Thomas Baker ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Robert Miller.
We recommend that shareholders WITHHOLD votes
from Robert Miller for standing as an affiliated
outsider on the Compensation Committee.
1.2 Elect Director Neil Barsky --- For
1.3 Elect Director Robert A. Bittman
--- For
1.4 Elect Director Richard R. Burt ---
For
1.5 Elect Director Leslie S. Heisz ---
For
1.6 Elect Director Robert A. Mathewson
--- For
1.7 Elect Director Thomas J. Matthews
--- For
1.8 Elect Director Robert Miller ---
Withhold
1.9 Elect Director Frederick B.
Rentschler --- For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
01/26/04 - S International Rectifier Corp. 460254105 12/19/03 4,500
*IRF*
1 Increase Authorized Common Stock For For
02/10/04 - A Jacobs Engineering Group Inc. 469814107 01/05/04 6,600
*JEC*
1 Elect Directors For For
2 Ratify Auditors For For
02/19/04 - A National Fuel Gas Co. *NFG* 636180101 12/22/03 21,200
1 Elect Directors For Split
1.1 Elect Director Philip C. Ackerman
--- For
1.2 Elect Director Bernard S. Lee ---
Withhold
2 Ratify Auditors For Against
Shareholder Proposal
3 Limit Awards to Executives Against Against
03/11/04 - A Nordson Corp. *NDSN* 655663102 01/14/04 100
1 Elect Directors For Split
1.1 Elect Director William D. Ginn ---
Withhold
We recommend a vote FOR the directors with the
exceptions of independent outsider Stephen R.
Hardis and affiliated outsider William D. Ginn.
We recommend that shareholders WITHHOLD votes
from Stephen R. Hardis for sitting on more than
six boards. We recommend that shareholders
WITHHOLD votes from William D. Ginn for standing
as an affiliated outsider on the Audit and
Compensation committees.
1.2 Elect Director Stephen R. Hardis
--- Withhold
1.3 Elect Director William L. Robinson
--- For
1.4 Elect Director Benedict P. Rosen
--- For
2 Approve Omnibus Stock Plan For Against
The total cost of the company's plans of 34.70
percent is above the allowable cap for this
company of 12.03 percent.
3 Approve Executive Incentive Bonus For For
Plan
03/26/04 - A Quiksilver, Inc. *ZQK* 74838C106 02/06/04 10,600
1 Elect Directors For Split
1.1 Elect Director William M. Barnum,
Jr. --- For
We recommend a vote FOR the directors with the
exception of independent outsider Franck Riboud,
affiliated outsiders Robert G. Kirby, Charles E.
Crowe, and insiders Robert B. McKnight, Jr.,
Bernard Mariette. We recommend that shareholders
WITHHOLD votes from Franck Riboud for poor
attendance, Robert G. Kirby for standing as an
affiliated outsider on the Audit and
Compensation committees and for failure to
establish a majority independent board, and
Charles E. Crowe, Robert B. McKnight, Jr. and
Bernard Mariette for failure to establish a
majority independent board.
1.2 Elect Director Charles E. Crowe ---
Withhold
1.3 Elect Director Michael H. Gray ---
For
1.4 Elect Director Robert G. Kirby ---
Withhold
1.5 Elect Director Bernard Mariette ---
Withhold
1.6 Elect Director Robert B. McKnight,
Jr. --- Withhold
1.7 Elect Director Franck Riboud ---
Withhold
1.8 Elect Director Tom Roach --- For
2 Amend Omnibus Stock Plan For For
3 Approval of the Terms of the For For
Executive Incentive Plan
02/10/04 - A Rockwell Collins, Inc. *COL* 774341101 12/15/03 7,600
1 Elect Directors For For
1.1 Elect Director Donald R. Beall ---
For
We recommend that shareholders vote FOR Donald
R. Beall, but WITHHOLD votes from Audit
Committee member Richard J. Ferris for paying
excessive non-audit fees.
1.2 Elect Director Richard J. Ferris
--- For
2 Ratify Auditors For For
In this case, 54.86 percent of the total fees
paid to the auditor is attributable to non-audit
work. This notably disproportionate fee
arrangement could significantly impair the
auditor's independence.
03/01/04 - A Sappi Ltd. 803069202 01/22/04 27,300
Meeting for Holders of ADRs
1 CONFIRMATION OF APPOINTMENT OF For For
DIRECTOR APPOINTED SINCE THE LAST
ANNUAL GENERAL MEETING: MR J C A
LESLIE
2 CONFIRMATION OF APPOINTMENT OF For For
DIRECTOR APPOINTED SINCE THE LAST
ANNUAL GENERAL MEETING: MR H C J
MAMSCH
3 RE-ELECTION OF RETIRING DIRECTOR: For For
MR M R HAYMON
4 RE-ELECTION OF RETIRING DIRECTOR: For For
MR E VAN AS
5 RE-ELECTION OF RETIRING DIRECTOR: For For
MR D G WILSON
6 SPECIAL RESOLUTION NUMBER 1 - A For For
GENERAL APPROVAL FOR THE COMPANY
AND ITS SUBSIDIARIES TO ACQUIRE
SAPPI LIMITED SHARES.
7 ORDINARY RESOLUTION NUMBER 1 - For Against
SPECIFIC APPROVAL TO SELL TREASURY
SHARES TO THE SAPPI SHARE INCENTIVE
SCHEME.
8 ORDINARY RESOLUTION NUMBER 2 - For For
PLACING ALL THE UNISSUED ORDINARY
SHARES IN THE AUTHORISED SHARE
CAPITAL OF THE COMPANY UNDER THE
CONTROL OF THE DIRECTORS OF THE
COMPANY WITH THE AUTHORITY TO ALLOT
AND ISSUE SAME IN TERMS OF THE
COMPANIES ACT AND THE LIST
9 ORDINARY RESOLUTION NUMBER 3 - For For
AUTHORITY FOR DIRECTORS TO SIGN ALL
DOCUMENTS AND DO ALL SUCH THINGS
NECESSARY TO IMPLEMENT THE ABOVE
RESOLUTIONS. *** VOTING CUT-OFF
DATE: NO LATER THAN FEBRUARY 23,
2004 ***
01/16/04 - S Sicor, Inc. 825846108 12/09/03 14,300
1 Approve Merger Agreement For For
02/06/04 - A Tyson Foods, Inc. *TSN* 902494103 12/23/03 17,800
1 Elect Directors For Split
1.1 Elect Director Don Tyson ---
Withhold
We recommend a vote FOR Lloyd V. Hackley. We
recommend that shareholders WITHHOLD votes from
Audit Committee members Jo Ann R. Smith, David
A. Jones, and Jim Kever for paying excessive
non-audit fees, and Don Tyson, John Tyson,
Barbara A. Tyson, Richard L. Bond and Leland E.
Tollett for failure to have a majority
independent board.
1.2 Elect Director John Tyson ---
Withhold
1.3 Elect Director Leland E. Tollett
--- Withhold
1.4 Elect Director Barbara A. Tyson ---
Withhold
1.5 Elect Director Lloyd V. Hackley ---
For
1.6 Elect Director Jim Kever --- For
1.7 Elect Director David A. Jones ---
For
1.8 Elect Director Richard L. Bond ---
Withhold
1.9 Elect Director Jo Ann R. Smith ---
For
2 Amend Omnibus Stock Plan For For
The total cost of the company's plans of 6.91
percent is within the allowable cap for this
company of 7.56 percent.
3 Approve Employee Stock Purchase Plan For Against
Despite the fact that the plan complies with
Section 423 of the Internal Revenue Code and
that the number of shares that would be reserved
is reasonable, we do not support the plan
because the plan does not specify an offering
period.
4 Ratify Auditors For For
Shareholder Proposals
5 Remove Supervoting Rights for Class Against For
B Common Stock
We support the elimination of dual-class capital
structures with unequal voting rights, which can
create impediments to a takeover and cause
shareholders' voting rights to be
disproportionate to their economic investment in
a company. Therefore, we believe this amendment
warrants shareholder support.
6 Separate Chairman and CEO Positions Against Against
02/19/04 - A Varian Medical Systems Inc 92220P105 12/22/03 100
*VAR*
1 Elect Directors For For
1.1 Elect Director John Seely Brown ---
For
We recommend a vote FOR the directors with the
exception of Terry R. Lautenbach. We recommend
that shareholders WITHHOLD votes from Audit
Committee member Terry R. Lautenbach for paying
excessive non-audit fees.
1.2 Elect Director Samuel Hellman ---
For
1.3 Elect Director Terry R. Lautenbach
--- For
2 Amend Executive Incentive Bonus Plan For For
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT MID CAP STOCK PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
06/24/04 - A A.G. Edwards, Inc. *AGE* 281760108 05/03/04 16,900
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
04/15/04 - A ADTRAN, Inc. *ADTN* 00738A106 03/01/04 5,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/16/04 - A Aeropostale, Inc *ARO* 007865108 04/29/04 9,000
1 Classify the Board of Directors For For Mgmt
2 Elect Directors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
04/28/04 - A AGL Resources Inc. *ATG* 001204106 02/20/04 11,885
1 Elect Directors For For Mgmt
05/21/04 - A Allied Waste Industries, Inc. 019589308 03/31/04 46,800
*AW*
1 Elect Directors For For Mgmt
1.1 Elect Director Thomas H. Van
Weelden --- For
1.2 Elect Director Robert M. Agate ---
For
1.3 Elect Director Leon D. Black --- For
1.4 Elect Director James W. Crownover
--- For
1.5 Elect Director Michael S. Gross ---
For
1.6 Elect Director Dennis R. Hendrix
--- For
1.7 Elect Director J. Tomilson Hill ---
For
1.8 Elect Director Lawrence V. Jackson
--- For
1.9 Elect Director Nolan Lehmann --- For
1.10 Elect Director Howard A. Lipson ---
For
1.11 Elect Director Antony P. Ressler
--- For
1.12 Elect Director Warren B. Rudman ---
For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
4 Report on Privatization Against Against ShrHoldr
We believe that the requested report would
impose an unnecessary cost to the company
without providing a corresponding benefit to
shareholders.
04/29/04 - A American Axle & Manufacturing 024061103 03/01/04 7,900
Holdings, Inc. *AXL*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
06/10/04 - A American Power Conversion 029066107 04/14/04 17,800
Corp. *APCC*
1 Fix Number of Directors For For Mgmt
2 Elect Directors For Split Mgmt
2.1 Elect Director Rodger B. Dowdell,
Jr. --- Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Rodger B. Dowdell, Jr.,
Emanuel E. Landsman and Neil E. Rasmussen and
affiliated outsider Ervin F. Lyon. We recommend
that shareholders WITHHOLD votes from Rodger B.
Dowdell, Jr., Emanuel E. Landsman and Neil E.
Rasmussen for failure to establish a majority
independent board. We also recommend that
shareholders WITHHOLD votes from Ervin F. Lyon
for standing as an affiliated outsider on the
Audit, Compensation and Nominating committees
and for failure to establish a majority
independent board.
2.2 Elect Director Emanuel E. Landsman
--- Withhold
2.3 Elect Director Neil E. Rasmussen
--- Withhold
2.4 Elect Director Ervin F. Lyon ---
Withhold
2.5 Elect Director James D. Gerson ---
For
2.6 Elect Director John G. Kassakian
--- For
2.7 Elect Director John F. Keane, Sr.
--- For
2.8 Elect Director Ellen B. Richstone
--- For
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/29/04 - A AnnTaylor Stores Corp. *ANN* 036115103 03/08/04 7,800
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
05/17/04 - A Anthem Inc. *ATH* 03674B104 03/19/04 5,700
1 Elect Directors For For Mgmt
06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 6,000
1 Issue Shares in Connection with an For For Mgmt
Acquisition
2 Change Company Name For For Mgmt
04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 9,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
05/13/04 - A Applebee's International, Inc. 037899101 03/15/04 17,800
*APPB*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Report on Genetically Modified Against Against ShrHoldr
Organisms
06/17/04 - A Autodesk, Inc. *ADSK* 052769106 05/05/04 11,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Adopt Policy Regarding Equity-Based Against For ShrHoldr
Compensation for Executives
Given that the company does not maintain any
mechanisms that promote the long-term value for
shareholders, we believe that support for this
non-binding proposal sends a strong message to
the board to require executives to have a
long-term stake in the company. Therefore,
executives are committed to promote the
long-term value for shareholders.
04/27/04 - A Autoliv Inc. *ALV* 052800109 03/02/04 7,700
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/10/04 - A Avocent Corporation *AVCT* 053893103 04/30/04 6,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Banknorth Group, Inc. *BNK* 06646R107 03/08/04 7,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Bausch & Lomb Inc. *BOL* 071707103 03/01/04 2,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/11/04 - A BEA Systems, Inc. *BEAS* 073325102 04/30/04 24,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Dean O. Morton ---
Withhold
We recommend a vote FOR George Reyes but
WITHHOLD votes from independent outsider Dean
O. Morton. We recommend that shareholders
WITHHOLD votes from Audit Committee member Dean
O. Morton for paying excessive non-audit fees.
1.2 Elect Director George Reyes --- For
2 Ratify Auditors For Against Mgmt
In this case, 75.67 percent of the total fees
paid to the auditor is attributable to
non-audit work. This notably disproportionate
fee arrangement could significantly impair the
auditor's independence.
04/01/04 - A Beckman Coulter, Inc. *BEC* 075811109 02/02/04 100
1 Elect Directors For Split Mgmt
1.1 Elect Director Ronald W. Dollens
--- Withhold
We recommend a vote FOR the directors with the
exception of independent outsider Ronald W.
Dollens. We recommend that shareholders
WITHHOLD votes from Ronald W. Dollens for poor
attendance.
1.2 Elect Director Charles A. Haggerty
--- For
1.3 Elect Director William N. Kelley,
M.D. --- For
2 Approve Omnibus Stock Plan For For Mgmt
05/11/04 - A Belo Corp. *BLC* 080555105 03/19/04 12,700
1 Elect Directors For For Mgmt
1.1 Elect Director Louis E. Caldera ---
For
1.2 Elect Director J. L. Craven, M.D.,
Mph --- For
1.3 Elect Director Stephen Hamblett ---
For
1.4 Elect Director Dealey D. Herndon
--- For
1.5 Elect Director Wayne R. Sanders ---
For
2 Approve Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 12.31
percent is above the allowable cap for this
company of 8.08 percent.
04/30/04 - A Boyd Gaming Corp. *BYD* 103304101 03/31/04 13,300
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For Split Mgmt
2.1 Elect Director William S. Boyd ---
Withhold
We recommend a vote FOR Peter M. Thomas and
Frederick J. Schwab and a WITHHOLD for William
S. Boyd for standing as an insider on a
non-majority independent board.
2.2 Elect Director Frederick J. Schwab
--- For
2.3 Elect Director Peter M. Thomas ---
For
3 Ratify Auditors For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
04/21/04 - A Burlington Northern Santa Fe 12189T104 02/27/04 7,100
Corp. *BNI*
1 Elect Directors For Split Mgmt
1.1 Elect Director Alan L. Boeckmann
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsiders Marc F.
Racicot and Vilma S. Martinez. We recommend
that shareholders WITHHOLD votes from Marc F.
Racicot and Vilma S. Martinez for standing as
affiliated outsiders on the Directors and
Corporate Governance Committee, which serves as
the nominating committee.
1.2 Elect Director Vilma S. Martinez
--- Withhold
1.3 Elect Director Marc F. Racicot ---
Withhold
1.4 Elect Director Roy S. Roberts ---
For
1.5 Elect Director Matthew K. Rose ---
For
1.6 Elect Director Marc J. Shapiro ---
For
1.7 Elect Director J.C. Watts, Jr. ---
For
1.8 Elect Director Robert H. West ---
For
1.9 Elect Director J. Steven Whisler
--- For
1.10 Elect Director Edward E. Whitacre,
Jr. --- For
1.11 Elect Director Michael B. Yanney
--- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/21/04 - A C. R. Bard, Inc. *BCR* 067383109 03/01/04 6,400
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/04/04 - A Caremark Rx, Inc. *CMX* 141705103 04/01/04 12,400
1 Elect Directors For For Mgmt
05/20/04 - A CDW Corp. *CDWC* 12512N105 04/01/04 8,700
1 Elect Directors For For Mgmt
1.1 Elect Director Michelle L. Collins
--- For
1.2 Elect Director Casey G. Cowell ---
For
1.3 Elect Director John A. Edwardson
--- For
1.4 Elect Director Daniel S. Goldin ---
For
1.5 Elect Director Donald P. Jacobs ---
For
1.6 Elect Director Michael P. Krasny
--- For
1.7 Elect Director Terry L. Lengfelder
--- For
1.8 Elect Director Susan D. Wellington
--- For
1.9 Elect Director Brian E. Williams
--- For
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For Against Mgmt
Omnibus Stock Plan
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 11.53 percent is above the allowable cap for
this company of 10.16 percent.
05/12/04 - A Charles River Laboratories 159864107 03/15/04 5,500
International, Inc. *CRL*
1 Elect Directors For Split Mgmt
1.1 Elect Director James C. Foster ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider George M.
Milne. We recommend that shareholders WITHHOLD
votes from George M. Milne for standing as an
affiliated outsider on the Compensation
Committee.
1.2 Elect Director Robert Cawthorn ---
For
1.3 Elect Director Stephen D. Chubb ---
For
1.4 Elect Director George E. Massaro
--- For
1.5 Elect Director George M. Milne ---
Withhold
1.6 Elect Director Douglas E. Rogers
--- For
1.7 Elect Director Samuel O. Thier ---
For
1.8 Elect Director William H. Waltrip
--- For
2 Ratify Auditors For For Mgmt
05/12/04 - A CIT GROUP INC *CIT* 125581108 03/26/04 19,200
1 Elect Directors For For Mgmt
1.1 Elect Director Albert R. Gamper,
Jr. --- For
1.2 Elect Director Gary C. Butler ---
For
1.3 Elect Director William A. Farlinger
--- For
1.4 Elect Director William M. Freeman
--- For
1.5 Elect Director Hon. Thomas H. Kean
--- For
1.6 Elect Director Edward J. Kelly, III
--- For
1.7 Elect Director Marianne Miller
Parrs --- For
1.8 Elect Director Jeffrey M. Peek ---
For
1.9 Elect Director John R. Ryan --- For
1.10 Elect Director Peter J. Tobin ---
For
1.11 Elect Director Lois M. Van Deusen
--- For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/28/04 - A City National Corp. *CYN* 178566105 03/01/04 10,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Russell Goldsmith
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Ronald L.
Olson. We recommend that shareholders WITHHOLD
votes from Ronald L. Olson for poor attendance.
1.2 Elect Director Michael L. Meyer ---
For
1.3 Elect Director Ronald L. Olson ---
Withhold
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
06/23/04 - A/S Cognos Inc. *CSN.* 19244C109 04/26/04 9,000
1 Elect Directors For For Mgmt
2 Ratify Ernst & Young LLP as Auditors For For Mgmt
3 Amend 2003 - 2008 Stock Option Plan For For Mgmt
4 Eliminate Class of Preferred Stock For For Mgmt
06/15/04 - A Comverse Technology, Inc. 205862402 04/27/04 15,900
*CMVT*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/27/04 - A Consol Energy, Inc. *CNX* 20854P109 03/09/04 4,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 15,849
*CFC*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/26/04 - A DADE BEHRING HLDGS INC *DADE* 23342J206 03/30/04 11,500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/24/04 - A DaVita Inc. *DVA* 23918K108 04/19/04 9,100
1 Elect Directors For Split Mgmt
1.1 Elect Director Nancy-Ann Deparle
--- For
We recommend a vote FOR the directors with the
exception of independent outsider C. Raymond
Larkin, Jr. We recommend that shareholders
WITHHOLD votes from C. Raymond Larkin, Jr., for
poor attendance.
1.2 Elect Director Richard B. Fontaine
--- For
1.3 Elect Director Peter T. Grauer ---
For
1.4 Elect Director Michele J. Hooper
--- For
1.5 Elect Director C. Raymond Larkin,
Jr. --- Withhold
1.6 Elect Director John M. Nehra --- For
1.7 Elect Director William L. Roper ---
For
1.8 Elect Director Kent J. Thiry --- For
05/18/04 - A Dean Foods Company *DF* 242370104 03/26/04 24,000
1 Elect Directors For For Mgmt
1.1 Elect Director Alan J. Bernon ---
For
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Ronald Kirk for standing as
an affiliated outsider on the Nominating
Committee and for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill. We also recommend that
shareholders WITHHOLD votes from insiders Gregg
L. Engles and Alan J. Bernon, and independent
outsiders Joseph S. Hardin, Jr. and John S.
Llewellyn, Jr. for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill.
1.2 Elect Director Gregg L. Engles ---
For
1.3 Elect Director Joseph S. Hardin,
Jr. --- For
1.4 Elect Director Ronald Kirk --- For
1.5 Elect Director John S. Llewellyn,
Jr. --- For
2 Ratify Auditors For For Mgmt
04/22/04 - A Diebold, Inc. *DBD* 253651103 02/27/04 6,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/25/04 - A Dollar General Corp. *DG* 256669102 03/22/04 18,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A/S Domtar Inc. *DTC.* 257561100 03/18/04 36,400
1 Elect Directors For For Mgmt
2 Appoint PricewaterhouseCoopers LLP For For Mgmt
as Auditors
3 Allow Board to Appoint Additional For For Mgmt
Directors Between Annual Meetings
04/21/04 - A Doral Financial Corp. *DRL* 25811P100 03/12/04 16,248
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Increase Authorized Preferred Stock For Against Mgmt
The requested increase of 30,000,000 shares, is
above the allowable threshold of 22,000,000
shares.
4 Approve Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/11/04 - A DST Systems, Inc. *DST* 233326107 03/12/04 9,200
1 Elect Directors For Split Mgmt
1.1 Elect Director A. Edward Allinson
--- Withhold
We recommend a vote FOR Michael G. Fitt with
the exception of affiliated outsider A. Edward
Allinson. We recommend that shareholders
WITHHOLD votes from A. Edward Allinson for
standing as an affiliated outsider on the Audit
and Nominating committees.
1.2 Elect Director Michael G. Fitt ---
For
2 Increase Authorized Common Stock For For Mgmt
04/15/04 - A E.W. Scripps Co. (The) *SSP* 811054204 02/10/04 5,500
1 Elect Directors For Split Mgmt
1.1 Elect Director David A. Galloway
--- For
We recommend a vote FOR the directors with the
exception of Nicholas B. Paumgarten. We
recommend that shareholders WITHHOLD votes from
Nicholas B. Paumgarten for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Nicholas B.
Paumgarten --- Withhold
1.3 Elect Director Ronald W. Tysoe ---
For
1.4 Elect Director Julie A. Wrigley ---
For
04/28/04 - A Eaton Corp. *ETN* 278058102 03/01/04 1,700
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/11/04 - A Ensco International, Inc. 26874Q100 03/15/04 17,200
*ESV*
1 Elect Directors For Split Mgmt
1.1 Elect Director David M. Carmichael
--- Withhold
We recommend that shareholders vote FOR Rita M.
Rodriguez but WITHHOLD votes from all the other
nominees. We recommend that shareholders
WITHHOLD votes from Compensation Committee
members David M. Carmichael and Thomas L. Kelly
II for not aligning CEO's compensation with
shareholders interests.
1.2 Elect Director Thomas L. Kelly II
--- Withhold
1.3 Elect Director Rita M. Rodriguez
--- For
05/19/04 - A Equity Office Properties Trust 294741103 03/12/04 11,700
*EOP*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/06/04 - A Fiserv, Inc. *FISV* 337738108 02/13/04 14,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
06/04/04 - A Flowers Foods, Inc. *FLO* 343498101 04/16/04 7,500
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Franklin L. Burke
--- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from insider George E. Deese and
independent outsider Franklin L. Burke for
failing to remove a dead-hand, slow-hand, or
similar feature in the company's poison pill.
1.2 Elect Director George E. Deese ---
Withhold
2 Ratify Auditors For For Mgmt
05/05/04 - A General Growth Properties, 370021107 03/17/04 18,100
Inc. *GGP*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Georgia-Pacific Corp. *GP* 373298108 03/10/04 12,200
1 Elect Directors For Split Mgmt
1.1 Elect Director Barbara L. Bowles
--- Withhold
We recommend a vote FOR the directors with the
exceptions of James B. Williams, David R.
Goode, Donald V. Fites, and Barbara L. Bowles.
We recommend that shareholders WITHHOLD votes
from James B. Williams, David R. Goode, Donald
V. Fites, and Barbara L. Bowles for failing to
remove a dead-hand, slow-hand, or similar
feature in the company's poison pill.
1.2 Elect Director Donald V. Fites ---
Withhold
1.3 Elect Director David R. Goode ---
Withhold
1.4 Elect Director Karen N. Horn --- For
1.5 Elect Director William R. Johnson
--- For
1.6 Elect Director James B. Williams
--- Withhold
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
04/15/04 - A H.B. Fuller Co. *FUL* 359694106 02/20/04 1,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A HCC Insurance Holdings, Inc. 404132102 04/05/04 19,300
*HCC*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/25/04 - A Henry Schein, Inc. *HSIC* 806407102 04/15/04 7,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Stanley M. Bergman
--- For
We recommend a vote FOR the directors with the
exception of Pamela Joseph. We recommend that
shareholders WITHHOLD votes from Pamela Joseph
for poor attendance.
1.2 Elect Director Gerald A. Benjamin
--- For
1.3 Elect Director James P. Breslawski
--- For
1.4 Elect Director Mark E. Mlotek ---
For
1.5 Elect Director Steven Paladino ---
For
1.6 Elect Director Barry J. Alperin ---
For
1.7 Elect Director Pamela Joseph ---
Withhold
1.8 Elect Director Donald J. Kabat ---
For
1.9 Elect Director Marvin H. Schein ---
For
1.10 Elect Director Irving Shafran ---
For
1.11 Elect Director Philip A. Laskawy
--- For
1.12 Elect Director Norman S. Matthews
--- For
1.13 Elect Director Louis W. Sullivan
--- For
1.14 Elect Director Margaret A. Hamburg
--- For
2 Amend Stock Option Plan For For Mgmt
3 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
4 Approve Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
04/28/04 - A Hershey Foods Corp. *HSY* 427866108 03/01/04 3,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/27/04 - A Hilton Hotels Corp. *HLT* 432848109 03/29/04 23,300
1 Elect Directors For For Mgmt
1.1 Elect Director A. Steven Crown ---
For
1.2 Elect Director David Michels --- For
1.3 Elect Director John H. Myers --- For
1.4 Elect Director Donna F. Tuttle ---
For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Incentive Bonus Plan For For Mgmt
5 Declassify the Board of Directors Against Against ShrHoldr
6 Require Majority of Independent Against For ShrHoldr
Directors on Board
Currently, according to our definitions, the
board consists of two insiders, four affiliated
outsiders, and seven independent outsiders.
Thus, insiders and affiliated outsiders
constitute 46 percent of the board seats. We
believe that a board should consist of a
substantial majority of independent outsiders.
In summary, in evaluating proposals requiring
that a substantial majority of the board be
composed of independent directors, shareholders
should closely examine the current composition
of the board, the proponent's definition of
independence, and the board's responsiveness to
shareholder concerns. If the board composition
is poor or the board has not fulfilled its
fiduciary duties, then shareholders should vote
in favor of a proposal which would require a
greater number of outsiders on the board.
However, if the board is already sufficiently
independent and is fulfilling its fiduciary
duty, support of such a proposal is
unnecessary. Although we do not agree with all
of the proponent's classifications of
independent directors, in light of the fact
that the board is only 54 percent independent,
we believe this proposal sends an important
message to management and is in shareholders'
best interests.
04/27/04 - A Inter-Tel, Inc. *INTL* 458372109 03/05/04 9,900
1 Elect Directors For For Mgmt
1.1 Elect Director Steven G. Mihaylo
--- For
1.2 Elect Director J. Robert Anderson
--- For
1.3 Elect Director Jerry W. Chapman ---
For
1.4 Elect Director Gary D. Edens --- For
1.5 Elect Director C. Roland Haden ---
For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/29/04 - A Invitrogen Corp. *IVGN* 46185R100 02/27/04 4,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
05/19/04 - A Jones Apparel Group, Inc. 480074103 03/19/04 5,800
*JNY*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/12/04 - A Knight Trading Group, Inc. 499063105 03/19/04 20,700
*NITE*
1 Elect Directors For Split Mgmt
1.1 Elect Director William L. Bolster
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Robert M.
Lazarowitz. We recommend that shareholders
WITHHOLD votes from Robert M. Lazarowitz for
standing as an affiliated outsider on the
Compensation and Nominating committees.
1.2 Elect Director Charles V. Doherty
--- For
1.3 Elect Director Gary R. Griffith ---
For
1.4 Elect Director Thomas M. Joyce ---
For
1.5 Elect Director Robert M. Lazarowitz
--- Withhold
1.6 Elect Director Thomas C. Lockburner
--- For
1.7 Elect Director Rodger O. Riney ---
For
2 Ratify Auditors For For Mgmt
05/04/04 - A Lafarge North America Inc. 505862102 02/20/04 10,441
*LAF*
1 Elect Directors For Split Mgmt
1.1 Elect Director Marshall A. Cohen
--- For
We recommend a vote FOR the directors with the
exceptions of insiders Michel Rose, Philippe R.
Rollier, Bruno Lafont, Bernard L. Kasriel,
Bertrand P. Collomb, and affiliated outsiders
Lawrence Tanenbaum, John D. Redfern and Robert
W. Murdoch. We recommend that shareholders
WITHHOLD votes from Michel Rose for poor
attendance and for failure to establish a
majority independent board, and from Bertrand
P. Collomb for standing as an insider on the
Nominating Committee and for failure to
establish a majority independent board. We also
recommend that shareholders WITHHOLD votes from
Lawrence M. Tanenbaum for standing as an
affiliated outsider on the Audit Committee and
for failure to establish a majority independent
board, from John D. Redfern for standing as an
affiliated outsider on the Audit and Nominating
committees, and for failure to establish a
majority independent board, and from Philippe
R. Rollier, Bruno Lafont, Bernard L. Kasriel
and Robert W. Murdoch for failure to establish
a majority independent board.
1.2 Elect Director Bertrand P. Collomb
--- Withhold
1.3 Elect Director Philippe P. Dauman
--- For
1.4 Elect Director Bernard L. Kasriel
--- Withhold
1.5 Elect Director Bruno Lafont ---
Withhold
1.6 Elect Director Claudine B. Malone
--- For
1.7 Elect Director Blythe J. McGarvie
--- For
1.8 Elect Director James M. Micali ---
For
1.9 Elect Director Gwyn Morgan --- For
1.10 Elect Director Robert W. Murdoch
--- Withhold
1.11 Elect Director Bertin F. Nadeau ---
For
1.12 Elect Director John D. Redfern ---
Withhold
1.13 Elect Director Philippe R. Rollier
--- Withhold
1.14 Elect Director Michel Rose ---
Withhold
1.15 Elect Director Lawrence M.
Tanenbaum --- Withhold
1.16 Elect Director Gerald H. Taylor ---
For
05/13/04 - A Lear Corporation *LEA* 521865105 03/19/04 3,800
1 Elect Directors For For Mgmt
1.1 Elect Director Larry W. McCurdy ---
For
1.2 Elect Director Roy E. Parrott ---
For
1.3 Elect Director Richard F. Wallman
--- For
2 Ratify Auditors For For Mgmt
3 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
We note that the board emphasizes in the 2004
proxy statement that this proposal, if
supported by a majority of votes cast, would
not be binding on the board and therefore would
not necessarily effectuate any changes to the
poison pill. Our opinion is that where
shareholders express their views clearly
through voting for a proposal, that opinion
should be listened to by the company's board
directors. Further, where a board consistently
ignores or fails to implement a proposal
approved by a majority of shareholder votes
cast, we believe that this may provide adequate
reason for recommending withholding votes for
future director elections. While we
welcome the company's introduction of a board
committee review process for the poison pill,
poison pills greatly alter the balance of power
between shareholders and management, and
shareholders should be allowed to make their
own evaluation of such plans. We therefore
agree with the proponent that the adoption,
maintenance or extension of any poison pill
should be put to a shareholder vote.
04/22/04 - A Lexmark International, Inc. 529771107 03/05/04 4,800
*LXK*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
05/13/04 - A Lincoln National Corp. *LNC* 534187109 02/20/04 11,900
1 Elect Directors For For Mgmt
2 Approve Deferred Compensation Plan For For Mgmt
05/06/04 - A LSI Logic Corp. *LSI* 502161102 03/11/04 18,900
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For Against Mgmt
We generally approve of plans which: (a) comply
with Section 423 of the Internal Revenue Code;
(b) have a reasonable number of shares being
reserved; (c) have a reasonable offering
period, and; (d) place limits on participation.
However, in this case the plan also includes an
evergreen provision which allows the company to
annually reserve 1.15 percent of the company's
outstanding stock less the number of shares
available for future grants. Because there is
no expiration date specified for this plan, we
are unable to determine the total number of
shares which will become available for future
issuance and, as such, we are unable to
determine if the number of shares being
reserved is reasonable.
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Approve/Amend Executive Incentive For For Mgmt
Bonus Plan
5 Ratify Auditors For For Mgmt
04/20/04 - A M & T Bank Corp. *MTB* 55261F104 02/27/04 4,100
1 Elect Directors For Split Mgmt
1.1 Elect Director William F. Allyn ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Richard E.
Garman. We recommend that shareholders WITHHOLD
votes from Richard E. Garman for poor
attendance.
1.2 Elect Director Brent D. Baird ---
For
1.3 Elect Director Robert J. Bennett
--- For
1.4 Elect Director C. Angela Bontempo
--- For
1.5 Elect Director Robert T. Brady ---
For
1.6 Elect Director Emerson L. Brumback
--- For
1.7 Elect Director Michael D. Buckley
--- For
1.8 Elect Director Patrick J. Callan
--- For
1.9 Elect Director R. Carlos Carballada
--- For
1.10 Elect Director T. Jefferson
Cunningham III --- For
1.11 Elect Director Donald Devorris ---
For
1.12 Elect Director Richard E. Garman
--- Withhold
1.13 Elect Director James V. Glynn ---
For
1.14 Elect Director Derek C. Hathaway
--- For
1.15 Elect Director Daniel R. Hawbaker
--- For
1.16 Elect Director Patrick W.E. Hodgson
--- For
1.17 Elect Director Gary Kennedy --- For
1.18 Elect Director Richard G. King ---
For
1.19 Elect Director Reginald B. Newman,
II --- For
1.20 Elect Director Jorge G. Pereira ---
For
1.21 Elect Director Michael P. Pinto ---
For
1.22 Elect Director Robert E. Sadler,
Jr. --- For
1.23 Elect Director Eugene J. Sheehy ---
For
1.24 Elect Director Stephen G. Sheetz
--- For
1.25 Elect Director Herbert L.
Washington --- For
1.26 Elect Director Robert G. Wilmers
--- For
2 Ratify Auditors For For Mgmt
04/27/04 - A Manpower Inc. *MAN* 56418H100 02/17/04 10,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A Mattel, Inc. *MAT* 577081102 03/17/04 20,900
1 Elect Directors For For Mgmt
1.1 Elect Director Eugene P. Beard ---
For
1.2 Elect Director Michael J. Dolan ---
For
1.3 Elect Director Robert A. Eckert ---
For
1.4 Elect Director Tully M. Friedman
--- For
1.5 Elect Director Ronald M. Loeb ---
For
1.6 Elect Director Andrea L. Rich ---
For
1.7 Elect Director Ronald L. Sargent
--- For
1.8 Elect Director Christopher A.
Sinclair --- For
1.9 Elect Director G. Craig Sullivan
--- For
1.10 Elect Director John L. Vogelstein
--- For
1.11 Elect Director Kathy Brittain White
--- For
2 Ratify Auditors For For Mgmt
3 Limit Awards to Executives Against Against ShrHoldr
While we share the proponent's concern about
excessive executive compensation, we believe
this proposal is too restrictive and would
limit the flexibility of the compensation
committee to design appropriate compensation
structure for the executives. As such, this
item does not warrant shareholder approval.
4 Prohibit Auditor from Providing Against For ShrHoldr
Non-Audit Services
Since approval of this proposal will enhance
company's transparency to shareholders and
ensure auditor independence, we support this
proposal.
05/13/04 - A Maytag Corp. *MYG* 578592107 03/16/04 14,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Wayland R. Hicks ---
Withhold
Effective corporate governance depends upon the
board being accountable to shareholders.
Although the proposals to declassify the board
and to submit the poison pill to a shareholder
vote received the clear mandate of the
company's shareholders for more than two
consecutive years, the board has yet to
implement the proposals in accordance with the
desires of shareholders. Such failure or
unwillingness to respond to the desires of
shareholders warrants withholding votes from
those nominated directors that were directors
during the relevant period. We recommend
a vote FOR James A. McCaslin but WITHHOLD votes
from Fred G. Steingraber, W. Ann Reynolds, and
Wayland R. Hicks for failure to implement the
shareholder approved proposals.
1.2 Elect Director James A. McCaslin
--- For
1.3 Elect Director W. Ann Reynolds ---
Withhold
1.4 Elect Director Fred G. Steingraber
--- Withhold
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Amend Articles For For Mgmt
5 Declassify the Board of Directors Against Against ShrHoldr
6 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's poison was not
approved by shareholders nor does it embody the
above features that we recommend. While we
acknowledge the board's note on amending the
term of the pill, nevertheless we highlight
that the board is able to re-instate the pill
or reverse this determination at any time
without having to seek shareholder approval.
Therefore, we believe that this determination
by the board does little to answer the concerns
and interests of shareholders. We note
also that the board has failed to implement the
previously supported shareholder proposals
regarding adoption and maintenance of a poison
pill. Although we recognize that shareholder
proposals are not binding on the company, we
consider withholding votes for directors who
ignore shareholder proposals that have been
passed two years in a row by a majority of
votes cast. The re-presentation of this
proposal and the repeated supported from
shareholders over the last three years
emphasizes the importance that shareholders
place on this issue. While we recommend
withholding votes on the directors nominated
this year, we will closely monitor management's
response to this year's vote on this proposal.
06/17/04 - A Michaels Stores, Inc. *MIK* 594087108 04/26/04 10,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
05/19/04 - A Mohawk Industries, Inc. *MHK* 608190104 03/22/04 4,100
1 Elect Directors For For Mgmt
06/16/04 - A Monster Worldwide, Inc. *MNST* 611742107 04/26/04 8,600
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/12/04 - A Murphy Oil Corp. *MUR* 626717102 03/15/04 3,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank W. Blue --- For
We recommend a vote FOR the directors with the
exception of R. Madison Murphy. We recommend
that shareholders WITHHOLD votes from R.
Madison Murphy for standing as an affiliated
outsider on the Audit Committee.
1.2 Elect Director George S. Dembroski
--- For
1.3 Elect Director Claiborne P. Deming
--- For
1.4 Elect Director Robert A. Hermes ---
For
1.5 Elect Director R. Madison Murphy
--- Withhold
1.6 Elect Director William C. Nolan,
Jr. --- For
1.7 Elect Director Ivar B. Ramberg ---
For
1.8 Elect Director David J. H. Smith
--- For
1.9 Elect Director Caroline G. Theus
--- For
2 Ratify Auditors For For Mgmt
05/05/04 - A Nationwide Financial Services, 638612101 03/08/04 15,900
Inc. *NFS*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 7.10
percent is above the allowable cap for this
company of 5.16 percent. Because this amendment
would extend the life of a plan that exceeds
the cost cap for an additional six years, we
recommend a vote AGAINST this proposal.
4 Approve Outside Director Stock For For Mgmt
Awards/Options in Lieu of Cash
05/06/04 - A Newfield Exploration Co. *NFX* 651290108 03/19/04 12,100
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
04/28/04 - A NII Holdings, Inc. *NIHD* 62913F201 03/25/04 2,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Steven P. Dussek ---
Withhold
We recommend voting FOR Steven Shindler and
withholding votes from Steven Dussek. We
recommend that shareholders WITHHOLD votes from
Steven P. Dussek for standing as an affiliated
outsider on both the Audit and Compensation
committees.
1.2 Elect Director Steven M. Shindler
--- For
2 Increase Authorized Common Stock For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Adjourn Meeting For Against Mgmt
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
05/13/04 - A Norfolk Southern Corp. *NSC* 655844108 03/05/04 19,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A North Fork Bancorporation, 659424105 03/01/04 16,900
Inc. *NFB*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/03/04 - A NVR, Inc. *NVR* 62944T105 03/01/04 950
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Establish Range For Board Size For For Mgmt
4 Amend Director Qualifications For For Mgmt
5 Amend Bylaws For For Mgmt
6 Establish Range For Board Size For For Mgmt
7 Amend Bylaws For For Mgmt
8 Prepare Sustainability Report Against Against ShrHoldr
04/21/04 - A Ohio Casualty Corp. *OCAS* 677240103 03/01/04 17,000
1 Elect Directors For For Mgmt
2 Limit Executive Compensation Against Against ShrHoldr
05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 11,300
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/19/04 - A ON Semiconductor Corporation 682189105 03/22/04 46,100
*ONNN*
1 Elect Directors For Split Mgmt
1.1 Elect Director J. Daniel McCranie
--- For
We recommend a vote FOR the directors with the
exceptions of insiders Kevin Burns and Justin
T. Chang. We recommend that shareholders
WITHHOLD votes from Kevin Burns and Justin T.
Chang for failure to establish a majority
independent board.
1.2 Elect Director Kevin Burns ---
Withhold
1.3 Elect Director Justin T. Chang ---
Withhold
1.4 Elect Director Emmanuel T.
Hernandez --- For
2 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 22.12
percent is above the allowable cap for this
company of 19.85 percent. In addition the plan
is amended to allow the board to execute an
option exchange program at its discretion. We
would like to see the stock option transfer
program put to shareholder vote so that
shareholders can evaluate the proposed exchange
on its own merits and ensure that it is a
value-for-value exchange. We do not support
these plan amendments.
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Amend Certificate of Designation of For For Mgmt
Preferred Stock
5 Ratify Auditors For For Mgmt
04/21/04 - A Outback Steakhouse, Inc. *OSI* 689899102 02/27/04 2,895
1 Elect Directors For For Mgmt
1.1 Elect Director John A. Brabson, Jr.
--- For
1.2 Elect Director Lee Roy Selmon ---
For
2 Amend Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 16.41 percent is above the allowable cap for
this company of 12.97 percent.
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/27/04 - A Pacer International, Inc. 69373H106 03/01/04 14,500
*PACR*
1 Elect Directors For Split Mgmt
1.1 Elect Director P. Michael Giftos
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Bruce H.
Spector and Michael S. Gross. We recommend that
shareholders WITHHOLD votes from Bruce H.
Spector for standing as an affiliated outsider
on the Compensation Committee and for failure
to establish an independent nominating
committee, and from Michael S. Gross for
failure to establish an independent nominating
committee.
1.2 Elect Director Michael S. Gross ---
Withhold
1.3 Elect Director Bruce H. Spector ---
Withhold
1.4 Elect Director Thomas L. Finkbiner
--- For
2 Ratify Auditors For For Mgmt
05/20/04 - A PacifiCare Health Systems, 695112102 03/31/04 11,700
Inc. *PHS*
1 Elect Directors For Split Mgmt
1.1 Elect Director Aida Alvarez --- For
We recommend a vote FOR the directors with the
exception of Terry O. Hartshorn. We recommend
that shareholders WITHHOLD votes from Terry O.
Hartshorn for standing as an affiliated
outsider on the Compensation and Nominating
Committee.
1.2 Elect Director Bradley C. Call ---
For
1.3 Elect Director Terry O. Hartshorn
--- Withhold
1.4 Elect Director Dominic Ng --- For
1.5 Elect Director Howard G. Phanstiel
--- For
1.6 Elect Director Warren E. Pinckert
Ii --- For
1.7 Elect Director David A. Reed --- For
1.8 Elect Director Charles R. Rinehart
--- For
1.9 Elect Director Linda Rosenstock ---
For
1.10 Elect Director Lloyd E. Ross --- For
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/04/04 - A Packaging Corporation of 695156109 03/15/04 25,300
America *PKG*
1 Elect Directors For Split Mgmt
1.1 Elect Director Henry F. Frigon ---
For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Thomas S.
Souleles and Samuel M. Mencoff. We recommend
that shareholders WITHHOLD votes from Thomas S.
Souleles for standing as an affiliated outsider
on the Compensation and Nominating committees,
and from Samuel M. Mencoff for standing as an
affiliated outsider on the Compensation
Committee.
1.2 Elect Director Louis S. Holland ---
For
1.3 Elect Director Justin S. Huscher
--- For
1.4 Elect Director Samuel M. Mencoff
--- Withhold
1.5 Elect Director Thomas S. Souleles
--- Withhold
1.6 Elect Director Paul T. Stecko ---
For
1.7 Elect Director Rayford K.
Williamson --- For
2 Ratify Auditors For For Mgmt
05/14/04 - A Pactiv Corp. *PTV* 695257105 03/19/04 27,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/29/04 - A PATTERSON-UTI ENERGY INC. 703481101 05/28/04 17,700
*PTEN*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/06/04 - A Peabody Energy Corp. *BTU* 704549104 03/15/04 9,300
1 Elect Directors For For Mgmt
1.1 Elect Director William A. Coley ---
For
1.2 Elect Director Irl F. Engelhardt
--- For
1.3 Elect Director William C. Rusnack
--- For
1.4 Elect Director Alan H. Washkowitz
--- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Require Majority of Independent Against For ShrHoldr
Directors on Board
Since approval of this proposal will ensure
continued independence on the board, we
recommend a vote for this proposal.
04/27/04 - A PerkinElmer Inc. *PKI* 714046109 02/27/04 21,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options (some 350) have had
flexibility in their selection of a specific
valuation methodology. Opponents of option
expensing argue that options are difficult to
value and expensing options could add
complexity and decrease transparency in
financial reporting. However, given the fact
that stock options have become an integral
component of compensation, their value cannot
be ignored and treated as "no-cost"
compensation. Given that (1) many companies use
stock options as a significant component of
overall compensation, (2) the exercise of
options result in a transfer of shareholder
value, and (3) the contingent cost of options
reduces earnings, we believe that options
should be expensed along with all other forms
of compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
06/10/04 - A PETsMART *PETM* 716768106 04/12/04 12,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/28/04 - A Phelps Dodge Corp. *PD* 717265102 04/08/04 3,400
1 Elect Directors For For Mgmt
1.1 Elect Director Marie L. Knowles ---
For
1.2 Elect Director Jon C. Madonna ---
For
1.3 Elect Director Gordon R. Parker ---
For
1.4 Elect Director Robert D. Johnson
--- For
2 Cease Charitable Contributions Against Against ShrHoldr
We generally believe that charitable
contributions are beneficial to the company
when they are donated in good faith and in the
absence of gross negligence or self-dealing of
management. These contributions assist in
worthwhile causes and can help generate
goodwill within the community. Phelps Dodge's
charitable programs support causes that
management believes are beneficial to the
communities in which the company operates and
in the best interests of the company.
Therefore, lacking evidence to the contrary, we
believe that continuing these charitable
contributions is in the best interests of the
shareholders.
05/13/04 - A Pioneer Natural Resources Co. 723787107 03/17/04 10,000
*PXD*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/10/04 - A Pitney Bowes Inc. *PBI* 724479100 03/12/04 8,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Political Against Against ShrHoldr
Contributions/Activities
04/27/04 - A Pogo Producing Co. *PPP* 730448107 03/12/04 8,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/23/04 - A PPL Corp. *PPL* 69351T106 02/27/04 11,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A/S Precision Drilling Corporation 74022D100 03/22/04 8,500
*PD.*
1 Elect W.C. Dunn, Robert J.S. For For Mgmt
Gibson, Murray K. Mullen, Patrick
M. Murray, Fred W. Pheasey, Robert
L. Phillips, Hank B. Swartout,
H.Garth Wiggins as Directors
2 Ratify Auditors For For Mgmt
3 Approve 2004 Stock Option Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan
and limiting director participation in the
plan. However, the total cost of the company's
plans of 3.54 percent is above the allowable
cap for this company of 3.51 percent.
05/18/04 - A ProLogis *PLD* 743410102 03/17/04 13,600
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
3 Ratify Auditors For For Mgmt
05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 32,000
*PVN*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A Pulte Homes Inc. *PHM* 745867101 03/16/04 8,000
1 Elect Directors For For Mgmt
1.1 Elect Director Richard J. Dugas,
Jr. --- For
1.2 Elect Director David N. McCammon
--- For
1.3 Elect Director William J. Pulte ---
For
1.4 Elect Director Francis J. Sehn ---
For
1.5 Elect Director Michael E. Rossi ---
For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditor Against For ShrHoldr
Before the corporate accounting-related
scandals of the past two years, ratification of
auditors was generally viewed as a routine
agenda item. A vote for an auditor by
shareholders is confirmation that the auditor
has objectively reviewed the company's
financial statements for compliance with
generally accepted accounting principles. Due
to the recent SEC rules on auditor independence
and increased shareholder scrutiny on this
issue, however, ratification of auditors has
turned into a more controversial agenda item.
As such, we believe that shareholders should
have the opportunity to assess the auditor's
general performance, the audit and non-audit
related fees paid by the company, and the
auditor's overall independence. We can
see no compelling reason why the company's
shareholders should not be given the right to a
non-binding ratification of the independent
auditor selected by the company's audit
committee.
05/04/04 - A Quest Diagnostics, 74834L100 03/08/04 460
Incorporated *DGX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/04 - A Reliance Steel & Aluminum Co. 759509102 04/08/04 6,000
*RS*
1 Change Range for Size of the Board For For Mgmt
2 Amend Non-Employee Director Stock For For Mgmt
Option Plan
3 Elect Directors For Split Mgmt
3.1 Elect Director Joe D. Crider ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Joe D. Crider.
We recommend that shareholders WITHHOLD votes
from Joe D. Crider for standing as an
affiliated outsider on the Compensation and
Nominating committees.
3.2 Elect Director Thomas W. Gimbel ---
For
3.3 Elect Director David H. Hannah ---
For
3.4 Elect Director Gregg J. Mollins ---
For
4 Approve Stock Option Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/26/04 - A Roper Industries, Inc. *ROP* 776696106 03/31/04 8,300
1 Elect Directors For For Mgmt
1.1 Elect Director Brian D. Jellison
--- For
1.2 Elect Director W. Lawrence Banks
--- For
1.3 Elect Director David W. Devonshire
--- For
1.4 Elect Director John F. Fort III ---
For
2 Amend Omnibus Stock Plan For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/20/04 - A Ross Stores, Inc. *ROST* 778296103 03/22/04 16,700
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Michael J. Bush ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Audit Committee member
Michael J. Bush for standing as an affiliated
outsider on the Audit and Nominating
committees, and for failure to establish a
majority independent board. We also recommend
that shareholders WITHHOLD votes from
affiliated outsider Norman A. Ferber and from
insider James C. Peters for failure to
establish a majority independent board.
1.2 Elect Director Norman A. Ferber ---
Withhold
1.3 Elect Director James C. Peters ---
Withhold
2 Approve Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
04/29/04 - A SCANA Corporation *SCG* 80589M102 03/10/04 14,200
1 Elect Directors For For Mgmt
2 Approve Outside Director Stock For For Mgmt
Awards in Lieu of Cash
3 Ratify Auditors For For Mgmt
05/25/04 - A SEI Investment Company *SEIC* 784117103 04/01/04 15,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Alfred P. West, Jr.
--- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider William M.
Doran and insider Alfred P. West, Jr. We
recommend that shareholders WITHHOLD votes from
Alfred P. West, Jr. for standing as an insider
on the Compensation Committee and for failure
to establish an independent nominating
committee. We also recommend that shareholders
WITHHOLD votes from William M. Doran for
standing as an affiliated outsider on the
Compensation Committee and for failure to
establish an independent nominating committee.
1.2 Elect Director William M. Doran ---
Withhold
1.3 Elect Director Howard D. Ross ---
For
1.4 Elect Director Thomas W. Smith ---
For
2 Ratify Auditors For For Mgmt
04/20/04 - A Smith International, Inc. 832110100 02/27/04 3,500
*SII*
1 Elect Directors For Split Mgmt
1.1 Elect Director James R. Gibbs ---
For
We recommend a vote FOR the directors with the
exception of Jerry W. Neely. We recommend that
shareholders WITHHOLD votes from Jerry W. Neely
for standing as an affiliated outsider on the
Audit and on the Compensation committees.
1.2 Elect Director Jerry W. Neely ---
Withhold
2 Ratify Auditors For For Mgmt
05/05/04 - A Southwest Bancorporation of 84476R109 03/25/04 9,100
Texas, Inc. *SWBT*
1 Elect Directors For For Mgmt
2 Approve Deferred Compensation Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/20/04 - A Sprint Corp. *FON* 852061506 02/20/04 8,101
1 Elect Directors For Split Mgmt
1.1 Elect Director Gordon M. Bethune
--- For
In light of the persistent and questionable
judgment displayed by the board, we recommend a
WITHHOLD vote from Linda Koch Lorimer as the
only continuing director up for re-election. It
is our stance that if the remaining continuing
directors were up for re-election, we would
recommend a withhold vote from those board
members as well.
1.2 Elect Director E. Linn Draper, Jr.
--- For
1.3 Elect Director Deborah A. Henretta
--- For
1.4 Elect Director Linda Koch Lorimer
--- Withhold
2 Ratify Auditors For For Mgmt
3 Performance- Based/Indexed Options Against For ShrHoldr
We support the general principal of
performance-based compensation, and believes
that there should be strong linkage between
company's performance and compensation at the
senior executive level. We also favor the use
of equity grants whose grant or vesting are
directly tied to the attainment of disclosed
performance criteria and the associated hurdle
rates. Sprint's long-term incentive program
utilizes time-based restricted stock grants and
stock options in 2003. Only the short-term
incentive compensation is tied to a
pre-established performance criteria. As for
stock options, the nature of the stock price
element is the performance feature of the
long-term incentive. Therefore, executives will
receive a benefit only when the stock price
increases. In light of Sprint's non
performance-based equity grants and Mr.
Forsee's 2003 compensation package, we
recommend a vote in favor of this proposal in
this case.
4 Limit Executive Compensation Against Against ShrHoldr
We agree with the spirit of the proposal and
has repeatedly stressed its concern throughout
this analysis of the compensation package of
chief executive officer Gary Forsee. However,
this proposal would arbitrarily set caps on
salary, bonus, and equity awards regardless of
the company's performance.
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Report on Foreign Outsourcing Against Abstain ShrHoldr
05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 5,500
1 Elect Directors For For Mgmt
1.1 Elect Director Michael A. Rocca ---
For
1.2 Elect Director David A. Thompson
--- For
1.3 Elect Director Stefan K.
Widensohler --- For
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Increase Authorized Common Stock For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
While we understand the proponent's concerns
with escalating CEO pay, we believe that the
proposal is unduly restrictive. The
Compensation Committee and Management
Development Committee, which is composed
entirely of independent directors, should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. Furthermore, the features of
this proposal would limit equity awards to time
based restricted shares and set arbitrary caps
on salary, bonus and severance, regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 13,400
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
Given that the plan has already expired, and
that the board has determined not to renew the
plan, this proposal has become moot. Therefore,
we recommend that shareholders vote against
this item.
7 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans. Ideally, a pill
should include a two- to three-year sunset
provision, a reasonable flip-in (20 percent or
higher), and a chewable feature allowing
shareholders to redeem the pill in the event of
a takeover offer.
8 Limit Executive Compensation Against Against ShrHoldr
Our policy is to recommend voting against
proposals that seek to set absolute levels on
compensation or otherwise dictate the amount or
form of compensation.
9 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
In this case, the company states that the Audit
Committee pre-approves all services by Ernst &
young LLP, the company's independent auditors
in compliance with the rules of Sarbanes-Oxley
Act. Also, the aggregate fees paid for 'tax
services' and 'other services' are less than
the aggregate fees paid for 'audit services'
and 'audit-related services'. Therefore, we
believe this proposal does not warrant
shareholder support.
05/19/04 - A Station Casinos, Inc. *STN* 857689103 03/26/04 6,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Lorenzo J. Fertitta
--- Withhold
We recommend a vote FOR James E. Nave, D.V.M.
but WITHHOLD votes from all the other nominees.
We recommend that shareholders WITHHOLD votes
from insider Lorenzo J. Fertitta and affiliated
outsider Blake L. Sartini for failure to
establish a majority independent board.
1.2 Elect Director Blake L. Sartini ---
Withhold
1.3 Elect Director James E. Nave,
D.V.M. --- For
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/20/04 - A Storage Technology Corp. *STK* 862111200 04/02/04 15,600
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Provide for Cumulative Voting Against Against ShrHoldr
04/26/04 - A Symbol Technologies, Inc. 871508107 03/01/04 24,000
*SBL*
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/28/04 - A TCF Financial Corp. *TCB* 872275102 03/01/04 14,300
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/12/04 - A Telik, Inc. *TELK* 87959M109 03/25/04 11,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A The Hartford Financial 416515104 03/22/04 6,100
Services Group, Inc. *HIG*
1 Elect Directors For For Mgmt
1.1 Elect Director Ramani Ayer --- For
1.2 Elect Director Ronald E. Ferguson
--- For
1.3 Elect Director Edward J. Kelly, III
--- For
1.4 Elect Director Paul G. Kirk, Jr.
--- For
1.5 Elect Director Thomas M. Marra ---
For
1.6 Elect Director Gail J. McGovern ---
For
1.7 Elect Director Robert W. Selander
--- For
1.8 Elect Director Charles B. Strauss
--- For
1.9 Elect Director H. Patrick Swygert
--- For
1.10 Elect Director Gordon I. Ulmer ---
For
1.11 Elect Director David K. Zwiener ---
For
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
While we understand the proponents' concerns
with escalating CEO pay, we believe that the
proposal is unduly restrictive. The
compensation committee, which is composed
entirely of independent directors, should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. Furthermore, the features of
this proposal would limit equity awards to time
based restricted shares and set arbitrary caps
on salary, bonus and severance, regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
05/13/04 - A The Washington Post Co. *WPO* 939640108 03/15/04 490
1 Elect Directors For For Mgmt
1.1 Elect Director John L. Dotson, Jr.
--- For
1.2 Elect Director Ronald L. Olson ---
For
1.3 Elect Director Alice M. Rivlin ---
For
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/15/04 - A Tractor Supply Co. *TSCO* 892356106 03/02/04 3,500
1 Elect Directors For Split Mgmt
1.1 Elect Director James F. Wright ---
For
We recommend a vote FOR the directors with the
exception of Gerard E. Jones. We recommend that
shareholders WITHHOLD votes from Gerard E.
Jones for standing as an affiliated outsider on
the Nominating Committee.
1.2 Elect Director Gerard E. Jones ---
Withhold
1.3 Elect Director Edna K. Morris ---
For
2 Ratify Auditors For Against Mgmt
One of the most important issues relating to
auditors is the independence of the auditing
process. The auditor's independence from the
company being audited reduces the potential for
abuse. Recently, many accounting firms have
expanded their business to include broad-based
consulting services. We believe that in some
cases, such consulting services, when operated
side by side with the accounting business, can
lower auditor objectivity. More than 50%
of the total fees paid to the auditor is
attributable to non-audit work. This notably
disproportionate fee arrangement could
significantly impair the auditor's
independence. We recommend a vote against this
proposal.
3 Approve Executive Incentive Bonus For For Mgmt
Plan
05/20/04 - A Ultra Petroleum Corp. *UPL* 903914109 04/08/04 20,300
1 Elect Directors For For Mgmt
1.1 Elect Michael D. Watford as a
Director --- For
1.2 Elect William C. Helton as a
Director --- For
1.3 Elect James E. Nielson as a
Director --- For
1.4 Elect Robert E. Rigney as a
Director --- For
1.5 Elect James C. Roe as a Director
--- For
2 Approve Auditors and Authorize For For Mgmt
Board to Fix Remuneration of
Auditors
3 Other Business For Against Mgmt
As we can not know the content of these issues,
we cannot recommend that shareholders approve
this request.
04/28/04 - A United Surgical Partners 913016309 03/12/04 5,600
International Inc *USPI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A Valero Energy Corp. *VLO* 91913Y100 03/01/04 5,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Greenhouse Gas Emissions Against Against ShrHoldr
06/10/04 - S Varian Medical Systems Inc 92220P105 04/12/04 7,900
*VAR*
1 Increase Authorized Common Stock For For Mgmt
04/28/04 - A Vectren Corp. *VVC* 92240G101 03/05/04 19,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
05/27/04 - A VeriSign Inc *VRSN* 92343E102 03/29/04 11,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/06/04 - A Vertex Pharmaceuticals Inc. 92532F100 03/12/04 19,200
*VRTX*
1 Elect Directors For Split Mgmt
1.1 Elect Director Joshua S. Boger ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Elaine S.
Ullian.
1.2 Elect Director Charles A. Sanders
--- For
1.3 Elect Director Elaine S. Ullian ---
Withhold
1.4 Elect Director Eve E. Slater --- For
1.5 Elect Director John F. Niblack ---
For
2 Amend Employee Stock Purchase Plan For For Mgmt
05/12/04 - A Vishay Intertechnology, Inc. 928298108 03/29/04 13,300
*VSH*
1 Elect Directors For Split Mgmt
1.1 Elect Director Dr. Felix Zandman
--- Withhold
We recommend a vote FOR Zvi Grinfas but
WITHHOLD votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
Philippe Gazeau for standing as an affiliated
outsider on the Audit Committee and for failure
to establish a majority independent board. We
also recommend WITHHOLDING votes from insiders
Dr. Felix Zandman and Dr. Gerald Paul for
failure to establish a majority independent
board.
1.2 Elect Director Philippe Gazeau ---
Withhold
1.3 Elect Director Zvi Grinfas --- For
1.4 Elect Director Dr. Gerald Paul ---
Withhold
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Approve Restricted Stock Plan For For Mgmt
05/14/04 - A Waste Management, Inc. *WMI* 94106L109 03/19/04 17,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
05/26/04 - A Western Wireless Corporation 95988E204 03/26/04 7,900
*WWCA*
1 Elect Directors For For Mgmt
1.1 Elect Director John W. Stanton ---
For
1.2 Elect Director John L. Bunce, Jr.
--- For
1.3 Elect Director Mitchell R. Cohen
--- For
1.4 Elect Director Daniel J. Evans ---
For
1.5 Elect Director Theresa E. Gillespie
--- For
1.6 Elect Director Jonathan M. Nelson
--- For
1.7 Elect Director Peggy V. Phillips
--- For
1.8 Elect Director Mikal J. Thomsen ---
For
1.9 Elect Director Peter H. van Oppen
--- For
2 Ratify Auditors For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
06/09/04 - A Wind River Systems, Inc. 973149107 04/21/04 42,900
*WIND*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/27/04 - A Wintrust Financial Corp. 97650W108 04/07/04 6,500
*WTFC*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/05/04 - A Wisconsin Energy Corp. *WEC* 976657106 02/25/04 18,000
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For Against Mgmt
05/20/04 - A Yellow Roadway Corp. *YELL* 985577105 03/22/04 12,500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/03/04 - A Zebra Technologies Corp. 989207105 04/08/04 5,200
*ZBRA*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
4 Adopt Charter Language on Board Against Abstain ShrHoldr
Diversity
05/10/04 - A Zimmer Holdings Inc *ZMH* 98956P102 03/15/04 6,300
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Larry C. Glasscock
--- Withhold
We recommend that shareholders WITHHOLD votes
from independent outsiders John L. McGoldrick
and Larry C. Glasscock for failure to implement
the proposal to submit the company's poison
pill to a shareholder vote.
1.2 Elect Director John L. McGoldrick
--- Withhold
2 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's pill was not
approved by shareholders, nor does it embody
the features that we recommend. We therefore
agree with the proponent that the current pill
should be put to a shareholder vote.
3 Ratify Auditors Against For ShrHoldr
We can see no compelling reason why the
company's shareholders should not be given the
right to a non-binding ratification of the
independent auditor selected by the company's
audit committee.
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT MID CAP INDEX PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
09/23/03 - A 3com Corp. *COMS* 885535104 07/25/03 19,100
1 Elect Directors For For
1.1 Elect Director Bruce L. Claflin ---
For
1.2 Elect Director Paul G. Yovovich ---
For
2 Approve Omnibus Stock Plan For For
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
09/18/03 - A Activision, Inc. *ATVI* 004930202 07/28/03 4,550
1 Elect Directors For For
1.1 Elect Director Robert A. Kotick ---
For
1.2 Elect Director Brian G. Kelly ---
For
1.3 Elect Director Ronald Doornink ---
For
1.4 Elect Director Kenneth L. Henderson
--- For
1.5 Elect Director Barbara S. Isgur ---
For
1.6 Elect Director Steven T. Mayer ---
For
1.7 Elect Director Robert J. Morgado
--- For
2 Increase Authorized Preferred and For Against
Common Stock
3 Approve Omnibus Stock Plan For Against
4 Ratify Auditors For For
08/06/03 - A Acxiom Corp. *ACXM* 005125109 06/13/03 4,990
1 Elect Directors For For
1.1 Elect Director Dr. Ann Hayes Die
--- For
We recommend a vote FOR the directors.
1.2 Elect Director William J. Henderson
--- For
1.3 Elect Director Charles D. Morgan
--- For
2 Amend Stock Option Plan For Against
3 Amend Stock Option Plan For Against
08/14/03 - A Airborne, Inc. *ABF* 009269101 07/08/03 2,330
1 Approve Merger Agreement For For
2 Approve Merger Agreement For For
3 Adopt Supermajority Vote For For
Requirement for Amendments
4 Adopt Shareholder Rights Plan For For
(Poison Pill)
5.A Elect Director Carl D. Donaway For For
5.B Elect Director Richard M. Rosenberg For For
Shareholder Proposals
6 Submit Shareholder Rights Plan Against Against
(Poison Pill) to Shareholder Vote
7 Separate Chairman and CEO Positions Against Against
8 Performance-Based/Indexed Options Against Against
9 Expense Stock Options Against For
07/29/03 - A Airgas, Inc. *ARG* 009363102 06/19/03 3,990
1 Elect Directors For For
1.1 Elect Director James W. Hovey ---
For
We recommend a vote FOR the directors.
1.2 Elect Director Paula A. Sneed ---
For
1.3 Elect Director David M. Stout ---
For
1.4 Elect Director William O. Albertini
--- For
2 Approve Employee Stock Purchase Plan For For
3 Approve Executive Incentive Bonus For For
Plan
4 Ratify Auditors For For
07/17/03 - A Apria Healthcare Group, Inc. 037933108 05/30/03 2,970
*AHG*
1 Elect Directors For For
1.1 Elect Director Vicente Anido, Jr.
--- For
We recommend a vote FOR the directors.
1.2 Elect Director I.T. Corley --- For
1.3 Elect Director David L. Goldsmith
--- For
1.4 Elect Director Lawrence M. Higby
--- For
1.5 Elect Director Richard H. Koppes
--- For
1.6 Elect Director Philip R. Lochner,
Jr. --- For
1.7 Elect Director Jeri L. Lose --- For
1.8 Elect Director Beverly Benedict
Thomas --- For
1.9 Elect Director Ralph V. Whitworth
--- For
2 Approve Omnibus Stock Plan For For
09/08/03 - A Bob Evans Farms, Inc. *BOBE* 096761101 07/18/03 1,810
1 Elect Directors For Split
1.1 Elect Director Larry C. Corbin ---
For
We recommend a vote FOR the directors with the
exception of Audit Committee member Robert E.H.
Rabold for paying excessive non-audit fees.
1.2 Elect Director Stewart K. Owens ---
For
1.3 Elect Director Robert E.H. Rabold
--- Withhold
07/16/03 - S Clayton Homes, Inc. 184190106 07/09/03 7,320
1 Approve Merger Agreement For For
07/15/03 - A Constellation Brands, Inc. 21036P108 05/20/03 4,900
*STZ.B*
1 Elect Directors For Split
1.1 Elect Director Thomas C. McDermott
as Class A Stock Director ---
Withhold
WITHHOLD votes from Audit Committee member
Thomas C. McDermott for paying excessive
non-audit fees.
1.2 Elect Director Paul L. Smith as
Class A Stock Director --- Withhold
WITHHOLD votes from Audit Committee member Paul
L. Smith for paying excessive non-audit fees.
1.3 Elect Director George Bresler as
Class B Stock Director --- For
1.4 Elect Director Jeananne K. Hauswald
as Class B Stock Director ---
Withhold
WITHHOLD votes from Audit Committee member
Jeananne K. Hauswald for paying excessive
non-audit fees.
1.5 Elect Director James A. Locke III
as Class B Stock Director ---
Withhold
WITHHOLD votes from James A. Locke III for
standing as an affiliated outsider on the
Nominating Committee
1.6 Elect Director Richard Sands, Ph.D.
as Class B Stock Director --- For
1.7 Elect Director Robert Sands as
Class B Stock Director --- Withhold
WITHHOLD votes from Robert Sands for standing as
an insider on the Nominating Committee.
2 Ratify Auditors For Against
09/29/03 - A Fidelity National Financial, 316326107 08/18/03 7,400
Inc. *FNF*
1 Increase Authorized Common Stock For For
2 Elect Directors For For
08/04/03 - A GTECH Holdings Corp. *GTK* 400518106 06/13/03 3,220
1 Elect Directors For For
1.1 Elect Director Burnett W. Donoho
--- For
1.2 Elect Director James F. McCann ---
For
1.3 Elect Director W. Bruce Turner ---
For
WITHHOLD votes from W. Bruce Turner for standing
as an insider on the Nominating Committee.
2 Approve Executive Incentive Bonus For For
Plan
3 Ratify Auditors For For
09/29/03 - A Herman Miller, Inc. *MLHR* 600544100 08/01/03 3,790
1 Elect Directors For For
2 Ratify Auditors For For
09/12/03 - A Integrated Device Technology, 458118106 07/21/03 5,240
Inc. *IDTI*
1 Elect Director Gregory S. Lang For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For Against
09/23/03 - A Interstate Bakeries Corp. *IBC* 46072H108 08/08/03 2,350
1 Elect Directors For For
2 Ratify Auditors For For
07/23/03 - A KEMET Corporation *KEM* 488360108 06/13/03 4,780
1 Elect Directors For Withhold
1.1 Elect Director Charles E. Volpe ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from insider Dr. Jeffrey A.
Graves and affiliated outsider Charles E. Volpe
for failure to establish an independent
nominating committee.
1.2 Elect Director Dr. Jeffrey A.
Graves --- Withhold
2 Ratify Auditors For Against
09/10/03 - A Korn Ferry International *KFY* 500643200 07/22/03 1,940
1 Elect Directors For For
1.1 Elect Director Patti S. Hart --- For
1.2 Elect Director Paul C. Reilly ---
For
2 Ratify Auditors For For
3 Approve Employee Stock Purchase Plan For For
4 Amend Omnibus Stock Plan For Against
07/22/03 - A Legg Mason, Inc. *LM* 524901105 05/23/03 3,550
1 Elect Directors For Split
1.1 Elect Director Carl Bildt --- For
We recommend a vote FOR the directors with the
exception of insider Harry M. Ford, Jr.. We
recommend that shareholders WITHHOLD votes from
Harry M. Ford, Jr. for failure to establish an
independent nominating committee.
1.2 Elect Director Harry M. Ford, Jr.
--- Withhold
1.3 Elect Director John E. Koerner, III
--- For
1.4 Elect Director Peter F. O'Malley
--- For
1.5 Elect Director James E. Ukrop ---
For
1.6 Elect Director Dennis R. Beresford
--- For
07/24/03 - A Macromedia, Inc. *MACR* 556100105 05/27/03 3,370
1 Elect Directors For Split
1.1 Elect Director Robert K. Burgess
--- For
We recommend a vote FOR the directors with the
exception of John (Ian) Giffen, from whom we
recommend shareholders WITHHOLD votes for
standing as an affiliated outsider on the Audit
Committee.
1.2 Elect Director John (Ian) Giffen
--- Withhold
1.3 Elect Director William H. Harris,
Jr. --- For
1.4 Elect Director Robert A. Kotick ---
For
1.5 Elect Director Donald L. Lucas ---
For
1.6 Elect Director Timothy O'Reilly ---
For
1.7 Elect Director William B. Welty ---
For
2 Approve Employee Stock Purchase Plan For For
3 Ratify Auditors For For
08/27/03 - A McData Corporation *MCDT* 580031201 07/01/03 5,600
1 Elect Directors For For
1.1 Elect Director Charles C. Johnston
--- For
1.2 Elect Director John F. McDonnell
--- For
1.3 Elect Director Laurence G. Walker
--- For
2 Ratify Auditors For For
3 Amend Omnibus Stock Plan For For
08/15/03 - A Microchip Technology, Inc. 595017104 06/20/03 11,860
*MCHP*
1 Elect Directors For For
1.1 Elect Director Steve Sanghi --- For
We recommend a vote FOR the directors.
1.2 Elect Director Albert J.
Hugo-Martinez --- For
1.3 Elect Director L.B. Day --- For
1.4 Elect Director Matthew W. Chapman
--- For
1.5 Elect Director Wade F. Meyercord
--- For
2 Amend Employee Stock Purchase Plan For For
3 Amend Employee Stock Purchase Plan For For
07/16/03 - A Modine Manufacturing Co. *MODI* 607828100 05/27/03 1,760
1 Elect Directors For For
1.1 Elect Director Frank W. Jones ---
For
We recommend a vote FOR the directors.
1.2 Elect Director Dennis J. Kuester
--- For
1.3 Elect Director Michael T.Yonker ---
For
07/25/03 - A Mylan Laboratories Inc. *MYL* 628530107 05/23/03 9,965
1 Elect Directors For Split
1.1 Elect Director Milan Puskar --- For
We recommend a vote FOR the directors with the
exception of Douglas J. Leech. We recommend that
shareholders WITHHOLD votes from Douglas J.
Leech for standing as an affiliated outsider on
the Audit and Nominating Committees.
1.2 Elect Director Robert J. Coury ---
For
1.3 Elect Director Wendy Cameron --- For
1.4 Elect Director Laurence S. DeLynn
--- For
1.5 Elect Director John C. Gaisford,
M.D. --- For
1.6 Elect Director Douglas J. Leech ---
Withhold
1.7 Elect Director Joseph C. Maroon,
M.D. --- For
1.8 Elect Director Patricia A. Sunseri
--- For
1.9 Elect Director C.B. Todd --- For
1.10 Elect Director Randall L.
Vanderveen, Ph.D. --- For
1.11 Elect Director Stuart A. Williams,
Esq. --- For
2 Increase Authorized Common Stock For For
3 Approve Omnibus Stock Plan For For
09/10/03 - S Park Place Entertainment *PPE* 700690100 07/24/03 15,830
1 Change Company Name For For
09/08/03 - A Patterson Dental Co. *PDCO* 703412106 07/14/03 3,500
1 Elect Directors For For
2 Ratify Auditors For For
07/16/03 - A Powerwave Technologies, Inc. 739363109 05/19/03 3,560
*PWAV*
1 Elect Directors For For
1.1 Elect Director Daniel A. Artusi ---
For
We recommend a vote FOR the directors.
1.2 Elect Director Gregory M. Avis ---
For
1.3 Elect Director John L. Clendenin
--- For
1.4 Elect Director Bruce C. Edwards ---
For
1.5 Elect Director David L. George ---
For
1.6 Elect Director Eugene L. Goda ---
For
1.7 Elect Director Carl W. Neun --- For
1.8 Elect Director Safi U. Qureshey ---
For
1.9 Elect Director Andrew J. Sukawaty
--- For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
08/13/03 - A Precision Castparts Corp. *PCP* 740189105 06/20/03 3,040
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
09/03/03 - A Quantum Corp. *QNTM* 747906204 07/07/03 8,420
1 Elect Directors For For
2 Ratify Auditors For For
3 Approve Non-Employee Director For Against
Omnibus Stock Plan
07/22/03 - A RF Micro Devices, Inc. *RFMD* 749941100 05/30/03 9,840
1 Elect Directors For For
1.1 Elect Director Robert A.
Bruggeworth --- For
We recommend a vote FOR the directors.
1.2 Elect Director David A. Norbury ---
For
1.3 Elect Director William J. Pratt ---
For
1.4 Elect Director Daniel A. Dileo ---
For
1.5 Elect Director Dr. Frederick J.
Leonberger --- For
1.6 Elect Director Dr. Albert E.
Paladino --- For
1.7 Elect Director Erik Van Der Kaay
--- For
1.8 Elect Director Walter H. Wilkinson,
Jr. --- For
2 Approve Omnibus Stock Plan For For
3 Ratify Auditors For For
09/23/03 - A Scholastic Corp. *SCHL* 807066105 08/01/03 2,110
1 Elect Directors For For
1.1 Elect Director John L. Davies as
Common Stock Director --- For
1.2 Elect Director Linda B. Keene as
Common Stock Director --- For
1.3 Elect Director John G. McDonald as
Common Stock Director --- For
1.4 Elect Director Richard Robinson as
Class A Stock Director --- For
1.5 Elect Director Rebeca M. Barrera as
Class A Stock Director --- For
1.6 Elect Director Ramon C. Cortines as
Class A Stock Director --- For
1.7 Elect Director Charles T. Harris
III as Class A Stock Director ---
For
1.8 Elect Director Andrew S. Hedden as
Class A Stock Director --- For
1.9 Elect Director Mae C. Jemison as
Class A Stock Director --- For
1.10 Elect Director Peter M. Mayer as
Class A Stock Director --- For
1.11 Elect Director Augustus K. Oliver
as Class A Stock Director --- For
1.12 Elect Director Richard M. Spaulding
as Class A Stock Director --- For
2 Amend Employee Stock Purchase Plan For For
3 Amend Non-Employee Director Stock For Against
Option Plan
08/11/03 - S Sierra Pacific Resources *SRP* 826428104 06/18/03 6,500
1 Approve the Conversion of Securities For For
09/03/03 - A Smithfield Foods, Inc. *SFD* 832248108 07/11/03 5,500
1 Elect Directors For For
2 Ratify Auditors For For
07/25/03 - A Steris Corp. *STE* 859152100 05/29/03 3,700
1 Elect Directors For For
Shareholder Proposal
2 Declassify the Board of Directors Against Against
08/14/03 - A The J. M. Smucker Co. *SJM* 832696405 06/16/03 2,776
1 Elect Directors For For
2 Ratify Auditors For For
07/31/03 - A Tidewater Inc. *TDW* 886423102 06/02/03 3,200
1 Elect Directors For For
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT MID CAP INDEX PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
12/29/03 - S Activision, Inc. *ATVI* 004930202 12/01/03 4,729
1 Increase Authorized Common Stock For For
10/30/03 - A Affiliated Computer Services, 008190100 09/19/03 8,040
Inc. *ACS*
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Ratify Auditors For For
11/05/03 - A AmeriCredit Corp. *ACF* 03060R101 09/12/03 9,090
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
11/06/03 - A Avnet, Inc. *AVT* 053807103 09/08/03 6,920
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
10/23/03 - A Barr Laboratories, Inc. *BRL* 068306109 09/02/03 3,865
1 Elect Directors For Split
1.1 Elect Director Bruce L. Downey ---
Withhold
WITHHOLD votes from insider Bruce L. Downey for
failure to establish an independent nominating
committee.
1.2 Elect Director Paul M. Bisaro ---
Withhold
WITHHOLD votes from insider Paul M. Bisaro for
failure to establish an independent nominating
committee.
1.3 Elect Director Carole S. Ben-Maimon
--- Withhold
WITHHOLD votes from insider Carole S. Ben-Maimon
for failure to establish an independent
nominating committee.
1.4 Elect Director George P. Stephan
--- For
1.5 Elect Director Jack M. Kay --- For
1.6 Elect Director Harold N. Chefitz
--- For
1.7 Elect Director Richard R. Frankovic
--- For
1.8 Elect Director Peter R. Seaver ---
For
1.9 Elect Director James S. Gilmore,
III --- For
2 Change State of Incorporation from For For
New York to Delaware
3 Increase Authorized Common Stock For For
11/12/03 - S Biogen IDEC Inc *BIIB* 449370105 09/25/03 9,270
1 Approve Merger Agreement For For
2 Increase Authorized Common Stock For For
3 Approve Omnibus Stock Plan For For
4 Approve Executive Incentive Bonus For For
Plan
5 Adjourn Meeting For Against
11/13/03 - A Brinker International, Inc. 109641100 09/15/03 5,670
*EAT*
1 Elect Directors For Split
1.1 Elect Director Ronald A. McDougall
--- For
We recommend a vote FOR the directors with the
exceptions of Cece Smith, James E.
Oesterreicher, Ronald Kirk, and Marvin J.
Girouard. We recommend that shareholders
WITHHOLD votes from Audit Committee members Cece
Smith, James E. Oesterreicher, Ronald Kirk, and
Marvin J. Girouard for paying excessive
non-audit fees.
1.2 Elect Director Douglas H. Brooks
--- For
1.3 Elect Director Dan W. Cook, III ---
For
1.4 Elect Director Robert M. Gates ---
For
1.5 Elect Director Marvin J. Girouard
--- Withhold
1.6 Elect Director Ronald Kirk ---
Withhold
1.7 Elect Director George R. Mrkonic
--- For
1.8 Elect Director Erle Nye --- For
1.9 Elect Director James E.
Oesterreicher --- Withhold
1.10 Elect Director Cece Smith ---
Withhold
1.11 Elect Director Roger T. Staubach
--- For
2 Ratify Auditors For Against
Percentage of total fees attributable to
nonaudit work: 58.60 percent.
Shareholder Proposal
3 Report on the Impact of Genetically Against Against
Engineered Products
10/27/03 - A Carpenter Technology Corp. 144285103 08/29/03 1,300
*CRS*
1 Elect Directors For For
2 Ratify Auditors For For
11/25/03 - A CBRL Group, Inc. *CBRL* 12489V106 09/26/03 3,000
1 Elect Directors For Split
1.1 Elect Director James D. Carreker
--- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Jimmie D.
White, Martha M. Mitchell and B. F. 'Jack'
Lowery, and independent outsiders Robert C.
Hilton, Robert V. Dale, and James D. Carreker.
We recommend that shareholders WITHHOLD votes
from Jimmie D. White for standing as an
affiliated outsider on the Audit and
Compensation committees and for paying excessive
non-audit fees, Martha M. Mitchell for standing
as affiliated outsider on the Compensation and
Nominating committees, and B. F. 'Jack' Lowery
for standing as affiliated outsider on the
Nominating Committee. We recommend that
shareholders WITHHOLD votes from Audit Committee
members Jimmie D. White, Robert C. Hilton,
Robert V. Dale, and James D. Carreker for paying
excessive non-audit fees.
1.2 Elect Director Robert V. Dale ---
Withhold
1.3 Elect Director Dan W. Evins --- For
1.4 Elect Director Robert C. Hilton ---
Withhold
1.5 Elect Director Charles E. Jones,
Jr. --- For
1.6 Elect Director B. F. 'Jack' Lowery
--- Withhold
1.7 Elect Director Gordon L. Miller ---
For
1.8 Elect Director Martha M. Mitchell
--- Withhold
1.9 Elect Director Andrea M. Weiss ---
For
1.10 Elect Director Jimmie D. White ---
Withhold
1.11 Elect Director Michael A. Woodhouse
--- For
2 Ratify Auditors For Against
Percentage of total fees attributable to
nonaudit work: 57.27 percent.
10/29/03 - A CheckFree Corp. *CKFR* 162813109 09/08/03 4,580
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
Shareholder Proposal
3 Make Effort to Locate Women and Against Abstain
Minorities for Board Nomination
11/05/03 - A Coach, Inc. *COH* 189754104 09/17/03 5,500
1 Elect Directors For For
1.1 Elect Director Joseph Ellis --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Michael Murphy.
We recommend that shareholders WITHHOLD votes
from Michael Murphy for standing as an
affiliated outsider on the Audit and Human
Resources & Governance committees.
1.2 Elect Director Lew Frankfort --- For
1.3 Elect Director Sally Frame Kasaks
--- For
1.4 Elect Director Gary Loveman --- For
1.5 Elect Director Irene Miller --- For
1.6 Elect Director Keith Monda --- For
1.7 Elect Director Michael Murphy ---
For
12/08/03 - A Copart, Inc. *CPRT* 217204106 10/13/03 5,500
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
11/20/03 - A Corinthian Colleges, Inc. 218868107 10/01/03 2,700
*COCO*
1 Elect Directors For Split
1.1 Elect Director Paul R. St. Pierre
--- Withhold
We recommend a vote FOR the directors with the
exception of Paul R. St. Pierre, from whom we
recommend shareholders WITHHOLD votes for
failure to establish an independent nominating
committee.
1.2 Elect Director Linda Arey Skladany,
Esq. --- For
2 Increase Authorized Common Stock For For
3 Approve Omnibus Stock Plan For For
4 Ratify Auditors For For
10/28/03 - A Cree, Inc. *CREE* 225447101 09/04/03 4,200
1 Elect Directors For Split
1.1 Elect Director F. Neal Hunter ---
For
We recommend a vote FOR the directors with the
exceptions of independent outsiders Robert J.
Potter, Ph.D., William J. O'Meara, James E.
Dykes, and Dolph W. von Arx. We recommend that
shareholders WITHHOLD votes from Audit Committee
members Robert J. Potter, Ph.D., William J.
O'Meara, James E. Dykes, and Dolph W. von Arx
for paying excessive non-audit fees.
1.2 Elect Director Charles M. Swoboda
--- For
1.3 Elect Director John W. Palmour,
Ph.D. --- For
1.4 Elect Director Dolph W. von Arx ---
Withhold
1.5 Elect Director James E. Dykes ---
Withhold
1.6 Elect Director William J. O'Meara
--- Withhold
1.7 Elect Director Robert J. Potter,
Ph.D. --- Withhold
11/18/03 - A Devry Inc. *DV* 251893103 09/19/03 4,220
1 Elect Directors For For
2 Approve Stock Option Plan For For
3 Ratify Auditors For For
11/21/03 - A Donaldson Co., Inc. *DCI* 257651109 09/26/03 2,700
1 Elect Directors For For
2 Ratify Auditors For For
3 Increase Authorized Common Stock For For
11/28/03 - S DST Systems, Inc. *DST* 233326107 11/10/03 7,710
1 Approve Reorganization Plan For For
11/25/03 - A Dycom Industries, Inc. *DY* 267475101 10/03/03 2,970
1 Elect Directors For For
1.1 Elect Director Steven E. Nielsen
--- For
1.2 Elect Director Stephen C. Coley ---
For
2 Approve Omnibus Stock Plan For For
11/20/03 - A Education Management Corp. 28139T101 09/23/03 2,200
*EDMC*
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Approve Omnibus Stock Plan For For
4 Ratify Auditors For For
10/24/03 - A Harris Corp. *HRS* 413875105 08/29/03 3,900
1 Elect Directors For For
2 Ratify Auditors For For
10/29/03 - A Integrated Circuit Systems, 45811K208 09/19/03 4,200
Inc. *ICST*
1 Elect Directors For Split
1.1 Elect Director Hock E. Tan ---
Withhold
We recommend that shareholders vote FOR Nam P.
Suh, Ph.D., but WITHHOLD votes from insider Hock
E. Tan for failure to establish an independent
nominating committee.
1.2 Elect Director Nam P. Suh, Ph.D.
--- For
11/24/03 - A International Rectifier Corp. 460254105 09/26/03 3,950
*IRF*
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Amend Omnibus Stock Plan For Against
4 Ratify Auditors For For
10/28/03 - A Jack Henry & Associates, Inc. 426281101 09/22/03 5,260
*JKHY*
1 Elect Directors For Split
1.1 Elect Director John W. Henry --- For
We recommend a vote FOR the directors with the
exceptions of independent outsiders Joseph J.
Maliekel, George R. Curry, Burton O. George, and
James J. Ellis. We recommend that shareholders
WITHHOLD votes from Audit Committee members
Joseph J. Maliekel, George R. Curry, Burton O.
George, and James J. Ellis for paying excessive
non-audit fees.
1.2 Elect Director Jerry D. Hall --- For
1.3 Elect Director Michael E. Henry ---
For
1.4 Elect Director James J. Ellis ---
Withhold
1.5 Elect Director Burton O. George ---
Withhold
1.6 Elect Director George R. Curry ---
Withhold
1.7 Elect Director Joseph J. Maliekel
--- Withhold
10/28/03 - A Kennametal, Inc. *KMT* 489170100 09/09/03 2,070
1 Elect Directors For For
2 Ratify Auditors For For
11/06/03 - A Lam Research Corp. *LRCX* 512807108 09/12/03 7,400
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Approve Executive Incentive Bonus For For
Plan
4 Ratify Auditors For For
11/17/03 - A Lancaster Colony Corp. *LANC* 513847103 09/19/03 2,140
1 Elect Directors For For
10/20/03 - S Legato Systems, Inc. 524651106 09/05/03 6,770
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
12/10/03 - A LTX Corporation *LTXX* 502392103 10/31/03 3,300
1 Elect Directors For For
2 Approve Employee Stock Purchase Plan For For
12/16/03 - A Network Associates, Inc. *NET* 640938106 11/13/03 10,720
1 Elect Directors For For
2 Amend Omnibus Stock Plan For Against
3 Amend Non-Employee Director Stock For Against
Option Plan
4 Amend Employee Stock Purchase Plan For For
5 Ratify Auditors For For
10/31/03 - S Neuberger Berman Inc. 641234109 09/24/03 4,245
1 Approve Merger Agreement For For
10/29/03 - S New York Community Bancorp, 649445103 09/12/03 8,166
Inc. *NYB*
1 Approve Merger Agreement For For
2 Increase Authorized Common Stock For For
10/07/03 - S Overture Services, Inc. 69039R100 08/27/03 3,600
1 Approve Merger Agreement For For
10/28/03 - A Perrigo Co. *PRGO* 714290103 09/02/03 3,950
1 Elect Directors For For
1.1 Elect Director Gary M. Cohen --- For
1.2 Elect Director David T. Gibbons ---
For
1.3 Elect Director Judith A. Hemberger
--- For
2 Approve Omnibus Stock Plan For For
10/29/03 - S Roslyn Bancorp, Inc. 778162107 09/12/03 4,525
1 Approve Merger Agreement For For
10/10/03 - A RPM International Inc. *RPM* 749685103 08/15/03 6,300
1 Elect Directors For For
2 Approve Non-Employee Director For For
Restricted Stock Plan
10/07/03 - A Ruby Tuesday, Inc. *RI* 781182100 08/12/03 3,500
1 Elect Directors For For
1.1 Elect Director Dr. Donald Ratajczak
--- For
1.2 Elect Director Samuel E. Beall, III
--- For
1.3 Elect Director Claire L. Arnold ---
For
2 Approve Omnibus Stock Plan For For
Shareholder Proposal
3 Report on Impact of Genetically Against Against
Engineered Foods
11/13/03 - A The Bisys Group, Inc. *BSG* 055472104 09/19/03 7,200
1 Elect Directors For Split
1.1 Elect Director Lynn J. Mangum ---
For
We recommend a vote FOR the directors with the
exception of Denis A. Bovin, from whom we
recommend shareholders WITHHOLD votes for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director Denis A. Bovin ---
Withhold
1.3 Elect Director Robert J. Casale ---
For
1.4 Elect Director Thomas A. Cooper ---
For
1.5 Elect Director Paula G. McInerney
--- For
1.6 Elect Director Thomas E. McInerney
--- For
1.7 Elect Director Joseph J. Melone ---
For
1.8 Elect Director Dennis R. Sheehan
--- For
2 Approve Employee Stock Purchase Plan For For
3 Ratify Auditors For For
11/21/03 - A The Reader's Digest 755267101 09/26/03 6,110
Association, Inc. *RDA*
1 Elect Directors For For
10/22/03 - A Unifi, Inc. *UFI* 904677101 09/12/03 3,080
1 Approve Decrease in Size of Board For For
2 Elect Directors For Split
2.1 Elect Director William J. Armfield,
IV --- For
We recommend a vote FOR the directors with the
exception of Kenneth G. Langone. We recommend
that shareholders WITHHOLD votes from Kenneth G.
Langone for standing as an affiliated outsider
on the Compensation Committee.
2.2 Elect Director R. Wiley Bourne, Jr.
--- For
2.3 Elect Director Charles R. Carter
--- For
2.4 Elect Director Sue W. Cole --- For
2.5 Elect Director J.B. Davis --- For
2.6 Elect Director Kenneth G. Langone
--- Withhold
2.7 Elect Director Donald F. Orr --- For
2.8 Elect Director Brian R. Parke ---
For
2.9 Elect Director G. Alfred Webster
--- For
10/28/03 - A Universal Corp. *UVV* 913456109 09/08/03 1,440
1 Elect Directors For For
12/19/03 - S Wind River Systems, Inc. *WIND* 973149107 11/21/03 5,850
1 Amend Omnibus Stock Plan For For
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
THRIVENT MID CAP INDEX PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
03/22/04 - A AdvancePCS 00790K109 02/05/04 7,400
1 Approve Merger Agreement For For
2 Elect Directors For Split
2.1 Elect Director T. Danny Phillips
--- Withhold
We recommend a vote FOR the directors with the
exceptions of Jean-Pierre Millon and T. Danny
Phillips. We recommend that shareholders
WITHHOLD votes from Jean-Pierre Millon and T.
Danny Phillips for failure to establish an
independent nominating committee.
2.2 Elect Director Dr. George Poste ---
For
2.3 Elect Director Jean-Pierre Millon
--- Withhold
3 Approve Omnibus Stock Plan For For
4 Amend Articles For For
5 Ratify Auditors For For
6 Adjourn Meeting For Against
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
03/31/04 - A Albemarle Corp. *ALB* 012653101 02/13/04 3,410
1 Elect Directors For For
2 Ratify Auditors For For
01/27/04 - A Apogent Technologies Inc. *AOT* 03760A101 12/01/03 5,300
1 Elect Directors For For
02/18/04 - A ArvinMeritor, Inc. *ARM* 043353101 12/12/03 3,634
1 Elect Directors For For
1.1 Elect Director Rhonda L. Brooks as
Class I Director --- For
We recommend a vote FOR the directors.
1.2 Elect Director William R. Newlin as
Class I Director --- For
1.3 Elect Director Terrence E. O'Rourke
as Class I Director --- For
1.4 Elect Director Larry D. Yost as
Class I Director --- For
1.5 Elect Director Richard W. Hanselman
as Class II Director --- For
2 Ratify Auditors For For
3 Approve Non-Employee Director For Against
Omnibus Stock Plan
The total cost of the company's plans of 6.71
percent is above the allowable cap for this
company of 5.29 percent.
03/11/04 - A Cabot Corp. *CBT* 127055101 01/12/04 4,790
1 Elect Directors For Split
1.1 Elect Director Kennett F. Burnes
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Roderick C.G.
MacLeod. We recommend that shareholders WITHHOLD
votes from Roderick C.G. MacLeod for standing as
an affiliated outsider on the Audit Committee.
1.2 Elect Director John S. Clarkeson
--- For
1.3 Elect Director Roderick C.G.
MacLeod --- Withhold
1.4 Elect Director Ronaldo H. Schmitz
--- For
03/23/04 - A Credence Systems Corp. *CMOS* 225302108 02/11/04 400
1 Elect Directors For Split
1.1 Elect Director Richard M. Beyer ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Thomas R.
Franz. We recommend that shareholders WITHHOLD
votes from Thomas R. Franz for standing as an
affiliated outsider on the Audit and Nominating
committees.
1.2 Elect Director Thomas R. Franz ---
Withhold
1.3 Elect Director William G. Howard,
Jr. --- For
1.4 Elect Director Bruce R. Wright ---
For
2 Ratify Auditors For For
01/29/04 - A D.R. Horton, Inc. *DHI* 23331A109 12/04/03 11,300
1 Elect Directors For For
2 Amend Executive Incentive Bonus Plan For For
3 Other Business For Against
01/26/04 - A Energizer Holdings, Inc. *ENR* 29266R108 11/21/03 5,850
1 Elect Directors For For
02/02/04 - A Fair Isaac Inc. *FIC* 303250104 12/05/03 3,500
1 Elect Directors For Split
1.1 Elect Director A. George Battle ---
For
A substantial majority of the board members are
independent outsiders, and key board committees
have no insiders or affiliated outsiders. While
we commend the board for majority independent
and key board committees, we are taking action
on the employment inducement award plan as
described below. Employment Inducement
Award In November 2003, Fair Isaac
announced that its board of directors has
approved the 2003 Employment Inducement Award
Plan. The plan reserves 1.5 million shares for
granting inducement stock options and other
awards that meet the "employment inducement
award" provisions of the NYSE's recently revised
listing standards. The employment
inducement awards will be administered by the
independent compensation committee members. The
1.5 million employment inducement shares that
have been reserved represent 3.2% of the common
shares outstanding as of record date. At the
time of the press release, the company had
granted 169,500 stock options to 53 new
employees in connection with its acquisition of
the assets of Seurat Company and its affiliated
companies. We support the NYSE listing
reforms and applauds its efforts to improve the
corporate governance system. While we support
the proposed set of rules on the whole, one of
our concerns is the exemption for inducement
grants. Companies may abuse the inducement grant
provision and also use it to avoid shareholder
approval. We believe that companies should grant
employment inducement awards sparingly and use
it for few specific identified individuals. In
this case, Fair Isaac has allocated the number
of employment inducement grants prior to
identifying the specific recipients. Moreover,
shareholders have not been allowed the
opportunity to weigh in on the approval of the
plan to reserve these 1.5 million shares, which
represents a significant number of the company's
common shares outstanding as of record date.
Therefore, we recommend withholding
votes from the compensation committee members
(Alex W. Hart, Philip G. Heasley and Margaret L.
Taylor) who administer the company's equity
plans. We recommend a vote FOR all
directors except Alex W. Hart, Philip G. Heasley
and Margaret L. Taylor.
1.2 Elect Director Tony J. Christianson
--- For
1.3 Elect Director Thomas G. Grudnowski
--- For
1.4 Elect Director Alex W. Hart ---
Withhold
1.5 Elect Director Philip G. Heasley
--- Withhold
1.6 Elect Director Guy R. Henshaw ---
For
1.7 Elect Director David S.P. Hopkins
--- For
1.8 Elect Director Margaret L. Taylor
--- Withhold
2 Increase Authorized Common Stock For For
3 Ratify Auditors For For
03/03/04 - A Helmerich & Payne, Inc. *HP* 423452101 01/09/04 200
1 Elect Directors For For
02/12/04 - A Hillenbrand Industries, Inc. 431573104 12/17/03 300
*HB*
1 Elect Directors For Split
1.1 Elect Director Ray J. Hillenbrand
as Class II Director --- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Ray J.
Hillenbrand. We recommend that shareholders
WITHHOLD votes from Ray J. Hillenbrand for
standing as an affiliated outsider on the Audit
and Nominating committees.
1.2 Elect Director Anne Griswold Peirce
as Class II Director --- For
1.3 Elect Director Peter H. Soderberg
as Class II Director --- For
2 Elect Director Joanne C. Smith as For For
Class III Director
3 Ratify Auditors For For
01/27/04 - A Hormel Foods Corp. *HRL* 440452100 12/01/03 9,630
1 Elect Directors For For
2 Ratify Auditors For For
03/05/04 - A Hovnanian Enterprises, Inc. 442487203 01/16/04 2,300
*HOV*
1 Elect Directors For Split
1.1 Elect Director K. Hovnanian ---
Withhold
1.2 Elect Director A. Hovnanian ---
Withhold
1.3 Elect Director G. Decesaris, Jr.
--- Withhold
1.4 Elect Director A. Greenbaum ---
Withhold
1.5 Elect Director D. Mcdonald --- For
1.6 Elect Director J. Robbins --- For
1.7 Elect Director J. Sorsby ---
Withhold
1.8 Elect Director S. Weinroth --- For
1.9 Elect Director E. Kangas --- For
2 Ratify Auditors For For
3 Increase Authorized Common Stock For For
4 Approve Executive Incentive Bonus For For
Plan
5 Amend Omnibus Stock Plan For Against
03/08/04 - S Independence Community Bank 453414104 01/26/04 400
Corp. *ICBC*
1 Approve Merger Agreement For For
01/26/04 - S International Rectifier Corp. 460254105 12/19/03 4,850
*IRF*
1 Increase Authorized Common Stock For For
02/10/04 - A Jacobs Engineering Group Inc. 469814107 01/05/04 4,160
*JEC*
1 Elect Directors For For
2 Ratify Auditors For For
01/21/04 - A Lee Enterprises, Inc. *LEE* 523768109 12/01/03 100
1 Elect Directors For For
1.1 Elect Director Mary E. Junck --- For
1.2 Elect Director Andrew E. Newman ---
For
1.3 Elect Director Gordon D. Prichett
--- For
2 Approve/Amend Executive Incentive For For
Bonus Plan
3 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
03/02/04 - A Longview Fibre Co. *LFB* 543213102 01/07/04 3,620
1 Elect Directors For Split
1.1 Elect Director Robert E. Wertheimer
--- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Robert E.
Wertheimer. We recommend that shareholders
WITHHOLD votes from Robert E. Wertheimer for
failure to establish a majority independent
board.
1.2 Elect Director John R. Kretchmer
--- For
1.3 Elect Director Robert A. Kirchner
--- For
2 Proposal to Split the Company into Against Against
3 Separate Entities
The operation of the company's business segments
on a stand-alone basis is an alternative that
the board periodically explores. We believe that
the decision to implement such alternative
business plan is best left to the board and
management. As such, we do not believe this item
warrants shareholder support.
02/19/04 - A National Fuel Gas Co. *NFG* 636180101 12/22/03 6,000
1 Elect Directors For Split
1.1 Elect Director Philip C. Ackerman
--- For
1.2 Elect Director Bernard S. Lee ---
Withhold
2 Ratify Auditors For Against
Shareholder Proposal
3 Limit Awards to Executives Against Against
02/11/04 - A Plexus Corp. *PLXS* 729132100 12/12/03 3,060
1 Elect Directors For For
2 Ratify Auditors For For
02/12/04 - A Raymond James Financial, Inc. 754730109 12/15/03 3,600
*RJF*
1 Elect Directors For For
1.1 Elect Director Angela M. Biever ---
For
We recommend a vote FOR the directors.
1.2 Elect Director Jonathan A. Bulkley
--- For
1.3 Elect Director Francis S. Godbold
--- For
1.4 Elect Director H. William
Habermeyer, Jr. --- For
1.5 Elect Director Chet Helck --- For
1.6 Elect Director Harvard H. Hill,
Jr., CFP --- For
1.7 Elect Director Thomas A. James ---
For
1.8 Elect Director Dr. Paul W. Marshall
--- For
1.9 Elect Director Kenneth A. Shields
--- For
1.10 Elect Director Hardwick Simmons ---
For
2 Approve Incentive Compensation For For
Criteria for Certain Executive
Officers
Because qualification of the above incentive
compensation criteria under 162(m) will provide
the company with tax deductibility, we recommend
a vote FOR this proposal.
3 Ratify Auditors For For
01/16/04 - S Sicor, Inc. 825846108 12/09/03 8,700
1 Approve Merger Agreement For For
03/24/04 - S The Dial Corporation 25247D101 02/17/04 7,940
1 Approve Merger Agreement For For
2 Other Business For Against
01/16/04 - A The Neiman Marcus Group, Inc. 640204202 11/18/03 3,220
*NMG.A*
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Ratify Auditors For For
Shareholder Proposal
4 Provide for Cumulative Voting Against Against
01/29/04 - A The Scotts Co. *SMG* 810186106 12/05/03 400
1 Elect Directors For For
03/16/04 - S The Titan Corp. *TTN* 888266103 02/09/04 211
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
02/25/04 - A The Valspar Corp. *VAL* 920355104 12/31/03 3,680
1 Elect Directors For For
2 Approve/Amend Executive Incentive For For
Bonus Plan
3 Ratify Auditors For For
03/18/04 - A Toll Brothers, Inc. *TOL* 889478103 01/23/04 200
1 Elect Directors For For
2 Ratify Auditors For For
02/06/04 - A Tyson Foods, Inc. *TSN* 902494103 12/23/03 25,440
1 Elect Directors For Split
1.1 Elect Director Don Tyson ---
Withhold
We recommend a vote FOR Lloyd V. Hackley. We
recommend that shareholders WITHHOLD votes from
Audit Committee members Jo Ann R. Smith, David
A. Jones, and Jim Kever for paying excessive
non-audit fees, and Don Tyson, John Tyson,
Barbara A. Tyson, Richard L. Bond and Leland E.
Tollett for failure to have a majority
independent board.
1.2 Elect Director John Tyson ---
Withhold
1.3 Elect Director Leland E. Tollett
--- Withhold
1.4 Elect Director Barbara A. Tyson ---
Withhold
1.5 Elect Director Lloyd V. Hackley ---
For
1.6 Elect Director Jim Kever --- For
1.7 Elect Director David A. Jones ---
For
1.8 Elect Director Richard L. Bond ---
Withhold
1.9 Elect Director Jo Ann R. Smith ---
For
2 Amend Omnibus Stock Plan For For
The total cost of the company's plans of 6.91
percent is within the allowable cap for this
company of 7.56 percent.
3 Approve Employee Stock Purchase Plan For Against
Despite the fact that the plan complies with
Section 423 of the Internal Revenue Code and
that the number of shares that would be reserved
is reasonable, we do not support the plan
because the plan does not specify an offering
period.
4 Ratify Auditors For For
Shareholder Proposals
5 Remove Supervoting Rights for Class Against For
B Common Stock
We support the elimination of dual-class capital
structures with unequal voting rights, which can
create impediments to a takeover and cause
shareholders' voting rights to be
disproportionate to their economic investment in
a company. Therefore, we believe this amendment
warrants shareholder support.
6 Separate Chairman and CEO Positions Against Against
02/04/04 - A Varian Inc *VARI* 922206107 12/12/03 2,500
1 Elect Directors For For
1.1 Elect Director John G. McDonald ---
For
1.2 Elect Director Wayne R. Moon --- For
2 Approve/Amend Executive Incentive For For
Bonus Plan
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
02/19/04 - A Varian Medical Systems Inc 92220P105 12/22/03 5,200
*VAR*
1 Elect Directors For For
1.1 Elect Director John Seely Brown ---
For
We recommend a vote FOR the directors with the
exception of Terry R. Lautenbach. We recommend
that shareholders WITHHOLD votes from Audit
Committee member Terry R. Lautenbach for paying
excessive non-audit fees.
1.2 Elect Director Samuel Hellman ---
For
1.3 Elect Director Terry R. Lautenbach
--- For
2 Amend Executive Incentive Bonus Plan For For
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
01/21/04 - A Washington Federal, Inc. *WFSL* 938824109 11/28/03 4,900
1 Elect Directors For Split
1.1 Elect Director Thomas F. Kenney ---
For
1.2 Elect Director Derek L. Chinn ---
Withhold
WITHHOLD votes from Derek L. Chinn for standing
as an affiliated outsider on the Audit Committee
and W. Alden Harris for standing as an
affiliated outsider on the Compensation
Committee.
1.3 Elect Director W. Alden Harris ---
Withhold
1.4 Elect Director Guy C. Pinkerton ---
For
2 Ratify Auditors For For
03/02/04 - A WGL Holdings, Inc. *WGL* 92924F106 01/12/04 3,810
1 Elect Directors For For
2 Ratify Auditors For For
3 Provide for Cumulative Voting Against Against
03/22/04 - A Whole Foods Market, Inc. *WFMI* 966837106 01/22/04 9,200
1 Elect Directors For For
2 Amend Stock Option Plan For For
3 Ratify Auditors For For
4 Submit Shareholder Rights Plan Against For
(Poison Pill) to Shareholder Vote
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT MID CAP INDEX PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
06/24/04 - A A.G. Edwards, Inc. *AGE* 281760108 05/03/04 7,720
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
05/20/04 - A Abercrombie & Fitch Co. *ANF* 002896207 03/26/04 8,380
1 Elect Directors For Split Mgmt
1.1 Elect Director John A. Golden ---
For
We recommend a vote FOR the directors with the
exception of insider Seth R. Johnson. We
recommend that shareholders WITHHOLD votes from
Seth R. Johnson for failure to establish a
majority independent board.
1.2 Elect Director Seth R. Johnson ---
Withhold
1.3 Elect Director Edward F. Limato ---
For
04/15/04 - A ADTRAN, Inc. *ADTN* 00738A106 03/01/04 6,780
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 7,510
Inc. *AFCI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/12/04 - A Advent Software, Inc. *ADVS* 007974108 03/17/04 2,900
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For Against Mgmt
Omnibus Stock Plan
The total cost of the company's plans of 24.50
percent is above the allowable cap for this
company of 19.88 percent.
3 Amend Stock Option Plan For Against Mgmt
The total cost of the company's plans of 23.63
percent is above the allowable cap for this
company of 19.88 percent. Additionally, the
plan allows repricing of underwater stock
options without shareholder approval, which we
believe reduces the incentive value of the
plan. Equity grants including stock options and
restricted stock to top five named
4 Ratify Auditors For For Mgmt
04/22/04 - A AGCO Corp. *AG* 001084102 03/12/04 6,530
1 Elect Directors For For Mgmt
2 Prepare Sustainability Report Against For ShrHoldr
While AGCO does have a code of conduct for
employees available on the company website,
discussion on issues of community involvement,
diversity, workplace health and safety, and
sustainable growth could be improved and
included as part of a comprehensive report.
Moreover, some industry peers and competitors
have implemented substantial reporting
initiatives on these topics. Additionally,
while the GRI may not focus on issues specific
to AGCO's industry, we do not believe that the
incremental approach advocated by the GRI would
be overly burdensome for the company to
implement. Therefore, considering the lack of
disclosure relative to other companies in the
industry and the potential benefits that could
be derived from increased reporting, we
recommend a vote for this proposal.
04/28/04 - A AGL Resources Inc. *ATG* 001204106 02/20/04 5,380
1 Elect Directors For For Mgmt
05/18/04 - PC Alaska Air Group, Inc. *ALK* 011659109 03/19/04 500
MANAGEMENT PROXY (WHITE)
1 Elect Directors For Split Mgmt
1.1 Elect Director William S. Ayer ---
Withhold
We recommend shareholders vote FOR Mr. Madsen
and WITHHOLD votes from Mr. Ayer, Mr. Langland
and Mr. Rindlaub for failure to implement the
shareholder poison pill proposal on
management's proxy. We recommend shareholders
DO NOT VOTE the dissidents' proxy.
1.2 Elect Director Dennis F. Madsen ---
For
1.3 Elect Director R. Marc Langland ---
Withhold
1.4 Elect Director John V. Rindlaub ---
Withhold
2 Approve Omnibus Stock Plan For For Mgmt
3 Adopt Simple Majority Vote Against For ShrHoldr
Requirement
We support shareholder proposals seeking to
eliminate supermajority vote requirements, as
they serve as entrenchment devices for
management and therefore are not in the
shareholders' best interest. Although we
commend the company for its efforts to reduce
its supermajority vote requirement, we
encourage the company to take all necessary
steps to obtain shareholder approval, or at
least seriously investigate viable methods for
obtaining an 80-percent vote.
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because the company does not have a policy that
puts any future pill to a shareholder vote, we
recommend that shareholders support this
proposal.
5 Amend By Laws to Adopt Policy for Against Against ShrHoldr
Shareholder Proposals or Director
Elections
Because the proposal's wording is unclear as to
the specific request being made, we recommend
that shareholders vote against this proposal.
6 Amend By Laws to Adopt Policy on Against For ShrHoldr
Lead Independent Director
Because the shareholder proposal comports with
our guidelines on effective lead directorships,
we recommend that shareholders support this
proposal.
7 Amend By Laws to Adopt Policy on Against For ShrHoldr
Independent Chairman of the Board
Because the company does not have the
countervailing structure that we require to
approve of a single chairman and CEO, we
recommend that shareholders support this
proposal.
8 Provide for Confidential Voting Against For ShrHoldr
This clause for contested elections strikes the
right balance, as the company will be bound by
confidential voting only when a dissident group
must also adhere to the policy.
9 Adopt Report on Employee Stock Against Against ShrHoldr
Ownership
Based on the confidentiality restrictions that
the company is subject to and the undue expense
of updating the requested report on a quarterly
basis, we recommend that shareholders oppose
this request.
10 Restore or Provide for Cumulative Against Against ShrHoldr
Voting
DISSIDENT PROXY
1 Elect Directors (Opposition Slate) For DoNotVote Mgmt
2 Approve Omnibus Stock Plan Against DoNotVote Mgmt
3 Adopt Simple Majority Vote For DoNotVote ShrHoldr
Requirement
4 Submit Shareholder Rights Plan For DoNotVote ShrHoldr
(Poison Pill) to Shareholder Vote
5 Amend By Laws to Adopt Policy for For DoNotVote ShrHoldr
Shareholder Proposals or Director
Elections
6 Amend Bylaws to Adopt Policy on For DoNotVote ShrHoldr
Lead Independent Director
7 Amend Bylaws to Adopt Policy on For DoNotVote ShrHoldr
Independent Chairman of the Board
8 Provide for Confidential Voting For DoNotVote ShrHoldr
9 Adopt Report on Employee Stock For DoNotVote ShrHoldr
Ownership
10 Provide for Cumulative Voting For DoNotVote ShrHoldr
11 Amend Bylaws to Establish New For DoNotVote ShrHoldr
Election Standards
12 Amend Bylaws Regarding Majority For DoNotVote ShrHoldr
Votes
04/22/04 - A Alexander & Baldwin, Inc. 014482103 02/19/04 3,560
*ALEX*
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael J. Chun ---
For
We recommend a vote FOR the directors with the
exception of Walter A. Dods, Jr.. We recommend
that shareholders WITHHOLD votes from Walter A.
Dods, Jr. for standing as an affiliated
outsider on the Audit Committee and Walter A.
Dods, Jr. for standing as an affiliated
outsider on the Nominating Committee.
1.2 Elect Director Allen Doane --- For
1.3 Elect Director Walter A. Dods, Jr.
--- Withhold
1.4 Elect Director Charles G. King ---
For
1.5 Elect Director Constance H. Lau ---
For
1.6 Elect Director Carson R. McKissick
--- For
1.7 Elect Director Maryanna G. Shaw ---
For
1.8 Elect Director Charles M. Stockholm
--- For
1.9 Elect Director Jeffrey N. Watanabe
--- For
2 Ratify Auditors For For Mgmt
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
05/11/04 - A Allete Inc. *ALE* 018522102 03/12/04 7,560
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/21/04 - A Alliant Energy Corp. *LNT* 018802108 04/01/04 10,000
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
05/04/04 - A Allmerica Financial Corp. 019754100 03/22/04 4,570
*AFC*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
05/20/04 - A AMB Property Corp. *AMB* 00163T109 03/05/04 7,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/22/04 - A American Eagle Outfitters, 02553E106 04/30/04 6,610
Inc. *AEOS*
1 Elect Directors For Split Mgmt
1.1 Elect Director Jon P. Diamond ---
Withhold
We recommend that shareholders vote FOR Janice
E. Page but WITHHOLD votes from all the other
nominees. We recommend that shareholders
WITHHOLD votes from insider James V. O'Donnell
and affiliated outsider Jon P. Diamond for
failure to establish a majority independent
board.
1.2 Elect Director James V. O'Donnell
--- Withhold
1.3 Elect Director Janice E. Page ---
For
2 Expense Stock Options Against For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
3 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr
05/25/04 - A American Financial Group, Inc. 025932104 03/31/04 6,590
*AFG*
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
3 Ratify Auditors For For Mgmt
4 Expense Stock Options Against For ShrHoldr
We support the general principle motivating
this non-binding proposal. In the wake of
financial reporting problems and excessive
executive compensation at companies like Enron
Corp., Worldcom Inc., and Tyco International
Ltd., we agree with the growing investor
consensus that companies should expense the
costs associated with stock options in order to
increase the accuracy of their financial
statements. Although companies can choose to
expense options, the Financial Accounting
Standards Board (FASB) does not require it.
Since the expensing of options lowers earnings,
most companies have elected not to do so.
Instead, most companies have opted to disclose
option values only in the footnotes to their
annual reports. In the absence of an accepted
methodology with which to value the contingent
cost of stock options, companies that have
voluntarily expensed stock options have had
flexibility in their selection of a specific
valuation methodology. Opponents of option
expensing argue that options are difficult to
value and expensing options could add
complexity and decrease transparency in
financial reporting. However, given the fact
that stock options have become an integral
component of compensation, their value cannot
be ignored and treated as "no-cost"
compensation. Given that (1) many companies use
stock options as a significant component of
overall compensation, (2) the exercise of
options result in a transfer of shareholder
value, and (3) the contingent cost of options
reduces earnings, we believe that options
should be expensed along with all other forms
of compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
05/13/04 - A AmerUs Group Co. *AMH* 03072M108 03/08/04 300
1 Elect Directors For For Mgmt
2 Amend Articles For For Mgmt
3 Approve Deferred Compensation Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/18/04 - A AMETEK, Inc. *AME* 031100100 03/26/04 5,680
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
04/29/04 - A AnnTaylor Stores Corp. *ANN* 036115103 03/08/04 3,800
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
06/28/04 - S Apogent Technologies Inc. 03760A101 05/14/04 8,430
*AOT*
1 Approve Merger Agreement For For Mgmt
2 Adjourn Meeting For Against Mgmt
05/13/04 - A Applebee's International, Inc. 037899101 03/15/04 4,800
*APPB*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Report on Genetically Modified Against Against ShrHoldr
Organisms
04/21/04 - A Apria Healthcare Group, Inc. 037933108 03/17/04 4,370
*AHG*
1 Elect Directors For For Mgmt
05/20/04 - A Aqua America, Inc. *WTR* 03836W103 03/29/04 8,050
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For Against Mgmt
The requested increase of 200,000,000 shares is
above the allowable threshold of 160,000,000
shares.
3 Approve Omnibus Stock Plan For For Mgmt
05/05/04 - A Aquila Inc. *ILA* 03840P102 03/08/04 16,880
1 Elect Directors For Split Mgmt
1.1 Elect Director John R. Baker ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider John R. Baker.
We recommend that shareholders WITHHOLD votes
from John R. Baker for standing as an
affiliated outsider on the Audit and Nominating
committees.
1.2 Elect Director Irvine O. Hockaday,
Jr. --- For
1.3 Elect Director Heidi E. Hutter ---
For
1.4 Elect Director Dr. Stanley O.
Ikenberry --- For
04/22/04 - A Arch Coal, Inc. *ACI* 039380100 03/01/04 3,961
1 Elect Directors For For Mgmt
05/27/04 - A Arrow Electronics, Inc. *ARW* 042735100 03/29/04 9,770
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/18/04 - A Arthur J. Gallagher & Co. 363576109 03/22/04 7,800
*AJG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/18/04 - A Ascential Software Corp. 04362P207 04/26/04 5,595
*ASCL*
1 Elect Directors For For Mgmt
2 Reduce Authorized Common Stock For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/28/04 - A Associated Banc-Corp. *ASBC* 045487105 02/20/04 6,129
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
05/19/04 - A Astoria Financial Corp. *AF* 046265104 03/26/04 6,780
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/12/04 - A Atmel Corp. *ATML* 049513104 03/16/04 40,920
1 Elect Directors For Split Mgmt
1.1 Elect Director George Perlegos ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insiders George Perlegos, Gust
Perlegos, Tsung-Ching Wu, and affiliated
outsider Norm Hall. We recommend that
shareholders WITHHOLD votes from George
Perlegos, Gust Perlegos and Tsung-Ching Wu for
failure to establish a majority independent
board. We also recommend that shareholders
WITHHOLD votes from Norm Hall for standing as
an affiliated outsider on the Compensation
Committee and for failure to establish a
majority independent board.
1.2 Elect Director Gust Perlegos ---
Withhold
1.3 Elect Director Tsung-Ching Wu ---
Withhold
1.4 Elect Director T. Peter Thomas ---
For
1.5 Elect Director Norm Hall ---
Withhold
1.6 Elect Director Pierre Fougere ---
For
1.7 Elect Director Dr. Chaiho Kim ---
For
1.8 Elect Director David Sugishita ---
For
2 Ratify Auditors For For Mgmt
06/10/04 - A Avocent Corporation *AVCT* 053893103 04/30/04 4,480
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A Bandag Inc. *BDG* 059815100 03/05/04 1,680
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 19.91 percent is above the allowable cap for
this company of 10.13 percent.
3 Ratify Auditors For For Mgmt
04/30/04 - A BANK OF HAWAII CORP *BOH* 062540109 03/01/04 4,900
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/27/04 - A Banknorth Group, Inc. *BNK* 06646R107 03/08/04 14,080
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Banta Corp. *BN* 066821109 03/05/04 2,320
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/02/04 - A Barnes & Noble, Inc. *BKS* 067774109 04/12/04 6,270
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Approve Increase in Size of Board For For Mgmt
5 Ratify Auditors For For Mgmt
04/01/04 - A Beckman Coulter, Inc. *BEC* 075811109 02/02/04 4,930
1 Elect Directors For Split Mgmt
1.1 Elect Director Ronald W. Dollens
--- Withhold
We recommend a vote FOR the directors with the
exception of independent outsider Ronald W.
Dollens. We recommend that shareholders
WITHHOLD votes from Ronald W. Dollens for poor
attendance.
1.2 Elect Director Charles A. Haggerty
--- For
1.3 Elect Director William N. Kelley,
M.D. --- For
2 Approve Omnibus Stock Plan For For Mgmt
05/11/04 - A Belo Corp. *BLC* 080555105 03/19/04 10,010
1 Elect Directors For For Mgmt
1.1 Elect Director Louis E. Caldera ---
For
1.2 Elect Director J. L. Craven, M.D.,
Mph --- For
1.3 Elect Director Stephen Hamblett ---
For
1.4 Elect Director Dealey D. Herndon
--- For
1.5 Elect Director Wayne R. Sanders ---
For
2 Approve Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 12.31
percent is above the allowable cap for this
company of 8.08 percent.
05/20/04 - A BJ *BJ* 05548J106 04/05/04 6,240
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/26/04 - A Black Hills Corp. *BKH* 092113109 04/07/04 3,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/24/04 - A Blyth Inc. *BTH* 09643P108 05/13/04 8,860
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert B. Goergen
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Howard E.
Rose. We recommend that shareholders WITHHOLD
votes from Howard E. Rose for standing as an
affiliated outsider on the Audit Committee.
1.2 Elect Director Neal I. Goldman ---
For
1.3 Elect Director Howard E. Rose ---
Withhold
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/20/04 - A Borders Group, Inc. *BGP* 099709107 03/23/04 6,700
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/21/04 - A Borg-Warner, Inc. *BWA* 099724106 03/05/04 2,430
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For Against Mgmt
Considering the company's recent stock price
information, the split appears to be in
shareholders' best interests. However, the
requested increase in authorized common stock
is excessive.
4 Ratify Auditors For For Mgmt
05/12/04 - A Bowater Inc. *BOW* 102183100 03/15/04 4,840
1 Elect Directors For For Mgmt
04/30/04 - A Boyd Gaming Corp. *BYD* 103304101 03/31/04 6,000
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For Split Mgmt
2.1 Elect Director William S. Boyd ---
Withhold
We recommend a vote FOR Peter M. Thomas and
Frederick J. Schwab and a WITHHOLD for William
S. Boyd for standing as an insider on a
non-majority independent board.
2.2 Elect Director Frederick J. Schwab
--- For
2.3 Elect Director Peter M. Thomas ---
For
3 Ratify Auditors For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
04/22/04 - A Brown & Brown, Inc. *BRO* 115236101 03/01/04 6,000
1 Elect Directors For For Mgmt
05/20/04 - A C.H. Robinson Worldwide, Inc. 12541W100 03/22/04 7,350
*CHRW*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/15/04 - A Cadence Design Systems, Inc. 127387108 04/23/04 23,980
*CDN*
1 Elect Directors For Split Mgmt
1.1 Elect Director H. Raymond Bingham
--- For
We recommend a vote FOR the directors with the
exception of independent outsider Sean M.
Maloney. We recommend that shareholders
WITHHOLD votes from Sean M. Maloney for poor
attendance.
1.2 Elect Director Susan L. Bostrom ---
For
1.3 Elect Director Donald L. Lucas ---
For
1.4 Elect Director Sean M. Maloney ---
Withhold
1.5 Elect Director Alberto
Sangiovanni-Vincentelli --- For
1.6 Elect Director George M. Scalise
--- For
1.7 Elect Director John B. Shoven ---
For
1.8 Elect Director Roger S. Siboni ---
For
1.9 Elect Director Lip-Bu Tan --- For
2 Amend Stock Option Plan For Against Mgmt
The total cost of the company's plans of 15.42
percent is above the allowable cap for this
company of 12.56 percent. Additionally, this
company has repriced stock options without
shareholder approval in the past.
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/26/04 - A Caesar's Entertainment *CZR* 127687101 04/06/04 27,330
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/25/04 - A Callaway Golf Co. *ELY* 131193104 03/26/04 6,460
1 Elect Directors For Split Mgmt
1.1 Elect Director Ronald A. Drapeau
--- For
We recommend a vote FOR the directors with the
exception of independent outsider Yotaro
Kobayashi. We recommend that shareholders
WITHHOLD votes from Yotaro Kobayashi for poor
attendance.
1.2 Elect Director Samuel H. Armacost
--- For
1.3 Elect Director William C. Baker ---
For
1.4 Elect Director Ronald S. Beard ---
For
1.5 Elect Director John C. Cushman, III
--- For
1.6 Elect Director Yotaro Kobayashi ---
Withhold
1.7 Elect Director Richard L.
Rosenfield --- For
1.8 Elect Director Anthony S. Thornley
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
05/21/04 - A Career Education Corp. *CECO* 141665109 03/23/04 8,600
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
05/20/04 - A CDW Corp. *CDWC* 12512N105 04/01/04 7,670
1 Elect Directors For For Mgmt
1.1 Elect Director Michelle L. Collins
--- For
1.2 Elect Director Casey G. Cowell ---
For
1.3 Elect Director John A. Edwardson
--- For
1.4 Elect Director Daniel S. Goldin ---
For
1.5 Elect Director Donald P. Jacobs ---
For
1.6 Elect Director Michael P. Krasny
--- For
1.7 Elect Director Terry L. Lengfelder
--- For
1.8 Elect Director Susan D. Wellington
--- For
1.9 Elect Director Brian E. Williams
--- For
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For Against Mgmt
Omnibus Stock Plan
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 11.53 percent is above the allowable cap for
this company of 10.16 percent.
05/12/04 - A Ceridian Corporation *CEN* 156779100 03/16/04 12,900
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
05/13/04 - A CERTEGY INC *CEY* 156880106 03/15/04 5,600
1 Elect Directors For For Mgmt
05/12/04 - A Charles River Laboratories 159864107 03/15/04 3,900
International, Inc. *CRL*
1 Elect Directors For Split Mgmt
1.1 Elect Director James C. Foster ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider George M.
Milne. We recommend that shareholders WITHHOLD
votes from George M. Milne for standing as an
affiliated outsider on the Compensation
Committee.
1.2 Elect Director Robert Cawthorn ---
For
1.3 Elect Director Stephen D. Chubb ---
For
1.4 Elect Director George E. Massaro
--- For
1.5 Elect Director George M. Milne ---
Withhold
1.6 Elect Director Douglas E. Rogers
--- For
1.7 Elect Director Samuel O. Thier ---
For
1.8 Elect Director William H. Waltrip
--- For
2 Ratify Auditors For For Mgmt
06/22/04 - A Chico's FAS, Inc. *CHS* 168615102 04/26/04 8,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Helene B. Gralnick
--- Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Scott A. Edmonds and
Helene B. Granick. We recommend that
shareholders WITHHOLD votes from Scott A.
Edmonds and Helene B. Granick for failure to
establish a majority independent board.
1.2 Elect Director Verna K. Gibson ---
For
1.3 Elect Director Betsy S. Atkins ---
For
1.4 Elect Director Scott A. Edmonds ---
Withhold
2 Change Range for Size of the Board For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/29/04 - A ChoicePoint Inc. *CPS* 170388102 03/10/04 7,586
1 Elect Directors For For Mgmt
2 Approve Deferred Compensation Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/06/04 - A Church & Dwight Co., Inc. 171340102 03/12/04 400
*CHD*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/23/04 - A Cincinnati Bell Inc. *CBB* 171871106 02/25/04 20,310
1 Elect Directors For For Mgmt
04/28/04 - A City National Corp. *CYN* 178566105 03/01/04 4,320
1 Elect Directors For Split Mgmt
1.1 Elect Director Russell Goldsmith
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Ronald L.
Olson. We recommend that shareholders WITHHOLD
votes from Ronald L. Olson for poor attendance.
1.2 Elect Director Michael L. Meyer ---
For
1.3 Elect Director Ronald L. Olson ---
Withhold
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
06/23/04 - A Claire *CLE* 179584107 04/30/04 8,820
1 Elect Directors For Split Mgmt
1.1 Elect Director Marla L. Schaefer
--- Withhold
We recommend a vote FOR the directors with the
exception of insiders Ira D. Kaplan, E. Bonnie
Schaefer, and Marla L. Schaefer. We recommend
that shareholders WITHHOLD votes from Ira D.
Kaplan, E. Bonnie Schaefer, and Marla L.
Schaefer for failure to establish a majority
independent board.
1.2 Elect Director E. Bonnie Schaefer
--- Withhold
1.3 Elect Director Ira D. Kaplan ---
Withhold
1.4 Elect Director Bruce G. Miller ---
For
1.5 Elect Director Steven H. Tishman
--- For
1.6 Elect Director Todd D. Jick --- For
1.7 Elect Director Ann Spector Leiff
--- For
2 Adopt MacBride Principles Against Against ShrHoldr
Based on the fact that the existing reporting
requirements are substantially similar to the
MacBride Principles, the potential difficulties
associated with full implementation of the
Principles, and the lack of any specific
controversies regarding the company's
operations in Northern Ireland, we do not
believe that the adoption of the MacBride
Principles is necessary at this time.
04/20/04 - A CNF Inc. *CNF* 12612W104 03/01/04 4,330
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A Cognizant Technology Solutions 192446102 04/13/04 6,000
Corp. *CTSH*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
and Eliminate Class of Common Stock
3 Amend Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 15.89 percent is above the allowable cap for
this company of 12.74 percent.
4 Approve Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/07/04 - A CommScope, Inc. *CTV* 203372107 03/11/04 5,150
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/25/04 - A Community Health Systems, Inc. 203668108 03/31/04 8,800
*CYH*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
4 Separate Chairman and CEO Positions Against Against ShrHoldr
04/19/04 - A Compass Bancshares, Inc. 20449H109 03/05/04 10,670
*CBSS*
1 Elect Directors For For Mgmt
2 Adopt Dividend Reinvestment Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/13/04 - A Cooper Cameron Corp. *CAM* 216640102 03/15/04 4,680
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Prepare Sustainability Report Against Against ShrHoldr
04/29/04 - A Covance Inc. *CVD* 222816100 03/10/04 5,310
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Robert M. Baylis ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsiders Irwin
Lerner and Robert M. Baylis for failure to
implement the board declassification proposal.
1.2 Elect Director Irwin Lerner ---
Withhold
2 Declassify the Board of Directors Against Against ShrHoldr
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
06/03/04 - A Coventry Health Care Inc. 222862104 04/05/04 8,100
*CVH*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/27/04 - A Crompton Corporation *CK* 227116100 02/27/04 2,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/28/04 - A CSG Systems International, 126349109 03/30/04 4,770
Inc. *CSGS*
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
05/19/04 - A Cullen/Frost Bankers, Inc. 229899109 04/02/04 4,700
*CFR*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/19/04 - A Cypress Semiconductor Corp. 232806109 03/01/04 10,360
*CY*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the plan of 29.96 percent is
above the allowable cap for this company of
12.74 percent.
3 Ratify Auditors For For Mgmt
04/22/04 - A Cytec Industries Inc. *CYT* 232820100 02/23/04 3,260
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A Cytyc Corporation *CYTC* 232946103 04/05/04 9,800
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/18/04 - A Dean Foods Company *DF* 242370104 03/26/04 13,465
1 Elect Directors For For Mgmt
1.1 Elect Director Alan J. Bernon ---
For
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Ronald Kirk for standing as
an affiliated outsider on the Nominating
Committee and for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill. We also recommend that
shareholders WITHHOLD votes from insiders Gregg
L. Engles and Alan J. Bernon, and independent
outsiders Joseph S. Hardin, Jr. and John S.
Llewellyn, Jr. for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill.
1.2 Elect Director Gregg L. Engles ---
For
1.3 Elect Director Joseph S. Hardin,
Jr. --- For
1.4 Elect Director Ronald Kirk --- For
1.5 Elect Director John S. Llewellyn,
Jr. --- For
2 Ratify Auditors For For Mgmt
05/10/04 - A Dentsply International, Inc. 249030107 03/25/04 6,840
*XRAY*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/04 - A Diebold, Inc. *DBD* 253651103 02/27/04 6,030
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/17/04 - A Dollar Tree Stores, Inc. 256747106 04/23/04 10,760
*DLTR*
1 Change Range for Size of the Board For For Mgmt
2 Elect Directors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Approve Executive Incentive Bonus For For Mgmt
Plan
05/11/04 - A DST Systems, Inc. *DST* 233326107 03/12/04 7,210
1 Elect Directors For Split Mgmt
1.1 Elect Director A. Edward Allinson
--- Withhold
We recommend a vote FOR Michael G. Fitt with
the exception of affiliated outsider A. Edward
Allinson. We recommend that shareholders
WITHHOLD votes from A. Edward Allinson for
standing as an affiliated outsider on the Audit
and Nominating committees.
1.2 Elect Director Michael G. Fitt ---
For
2 Increase Authorized Common Stock For For Mgmt
05/27/04 - A Duquesne Light Holdings Inc 266233105 03/10/04 3,800
*DQE*
1 Elect Directors For Split Mgmt
1.1 Elect Director Doreen E. Boyce ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Charles C.
Cohen. We recommend that shareholders WITHHOLD
votes from Charles C. Cohen for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Charles C. Cohen ---
Withhold
1.3 Elect Director Morgan K. O'Brien
--- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/12/04 - A Edwards Lifesciences 28176E108 03/19/04 600
Corporation *EW*
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert A. Ingram ---
Withhold
We recommend a vote FOR Vernon R. Loucks, Jr.
but WITHHOLD votes from independent outsider
Robert A. Ingram. We recommend that
shareholders WITHHOLD votes from Robert A.
Ingram for sitting on more than six boards.
1.2 Elect Director Vernon R. Loucks Jr.
--- For
2 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
3 Ratify Auditors For For Mgmt
06/30/04 - A Emmis Communications Corp. 291525103 04/23/04 5,220
*EMMS*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Jeffrey H. Smulyan
--- Withhold
We recommend shareholders WITHHOLD votes from
all of the nominees. We recommend shareholders
withhold votes from insiders Jeffrey H. Smulyan
and Walter Z. Berger and from affiliated
outsider Greg A. Nathanson for failure to
establish a majority independent board of
directors.
1.2 Elect Director Walter Z. Berger ---
Withhold
1.3 Elect Director Greg A. Nathanson
--- Withhold
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/11/04 - A Ensco International, Inc. 26874Q100 03/15/04 13,030
*ESV*
1 Elect Directors For Split Mgmt
1.1 Elect Director David M. Carmichael
--- Withhold
We recommend that shareholders vote FOR Rita M.
Rodriguez but WITHHOLD votes from all the other
nominees. We recommend that shareholders
WITHHOLD votes from Compensation Committee
members David M. Carmichael and Thomas L. Kelly
II for not aligning CEO's compensation with
shareholders interests.
1.2 Elect Director Thomas L. Kelly II
--- Withhold
1.3 Elect Director Rita M. Rodriguez
--- For
05/13/04 - A Entercom Communications Corp. 293639100 03/19/04 4,400
*ETM*
1 Elect Directors For For Mgmt
04/14/04 - A Equitable Resources, Inc. 294549100 02/17/04 5,200
*EQT*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/05/04 - A Expeditors International Of 302130109 03/10/04 9,020
Washington, Inc. *EXPD*
1 Elect Directors For Split Mgmt
1.1 Elect Director Peter J. Rose ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insiders R. Jordan Gates, James
L.K. Wang and Peter J. Rose. We recommend that
shareholders WITHHOLD votes from R. Jordan
Gates, James L.K. Wang and Peter J. Rose for
poor disclosure of the members of the
nominating committee.
1.2 Elect Director James L.K. Wang ---
Withhold
1.3 Elect Director R. Jordan Gates ---
Withhold
1.4 Elect Director James J. Casey ---
For
1.5 Elect Director Dan P. Kourkoumelis
--- For
1.6 Elect Director Michael J. Malone
--- For
1.7 Elect Director John W. Meisenbach
--- For
05/07/04 - S Extended Stay America, Inc. 30224P101 04/08/04 8,800
1 Approve Merger Agreement For For Mgmt
05/04/04 - A Fairchild Semiconductor 303726103 03/10/04 10,200
International, Inc. *FCS*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/30/04 - A Federal Signal Corp. *FSS* 313855108 03/02/04 3,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/30/04 - A Ferro Corp. *FOE* 315405100 03/05/04 3,600
1 Elect Directors For For Mgmt
05/13/04 - A First American Corp. *FAF* 318522307 03/24/04 6,800
1 Elect Directors For For Mgmt
05/13/04 - A First Health Group Corp. 320960107 03/26/04 8,140
*FHCC*
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael J. Boskin,
Phd --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Ronald H.
Galowich. We recommend that shareholders
WITHHOLD votes from Ronald H. Galowich for
standing as an affiliated outsider on the
Compensation and Nominating committees.
1.2 Elect Director Daniel S. Brunner
--- For
1.3 Elect Director Raul Cesan --- For
1.4 Elect Director Ronald H. Galowich
--- Withhold
1.5 Elect Director Harold S. Handelsman
--- For
1.6 Elect Director Don Logan --- For
1.7 Elect Director William Mayer --- For
1.8 Elect Director David E. Simon ---
For
1.9 Elect Director James C. Smith ---
For
1.10 Elect Director Edward L. Wristen
--- For
2 Ratify Auditors For For Mgmt
04/21/04 - A FirstMerit Corp. *FMER* 337915102 02/23/04 7,080
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
06/22/04 - A Flowserve Corp. *FLS* 34354P105 04/29/04 5,030
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
04/27/04 - A FMC Corp. *FMC* 302491303 03/01/04 3,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/21/04 - A FMC Technologies, Inc. *FTI* 30249U101 02/27/04 5,600
1 Elect Directors For For Mgmt
1.1 Elect Director Asbjorn Larsen ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider James R.
Thompson. We recommend that shareholders
WITHHOLD votes from James R. Thompson for
standing as an affiliated outsider on the
Compensation and Nominating & Governance
committees.
1.2 Elect Director Joseph H. Netherland
--- For
1.3 Elect Director James R. Thompson
--- For
05/13/04 - A Forest Oil Corp. *FST* 346091705 03/15/04 4,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A Furniture Brands 360921100 03/01/04 4,840
International, Inc. *FBN*
1 Elect Directors For For Mgmt
06/30/04 - A Gartner , Inc. *IT* 366651107 05/03/04 12,400
1 Elect Directors For For Mgmt
04/23/04 - A GATX Corp. *GMT* 361448103 03/05/04 700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
05/13/04 - A Gentex Corp. *GNTX* 371901109 03/19/04 6,660
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
05/25/04 - A Gilead Sciences, Inc. *GILD* 375558103 04/05/04 18,260
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Increase Authorized Common Stock For For Mgmt
04/28/04 - A GLATFELTER *GLT* 377316104 03/03/04 3,880
1 Elect Directors For For Mgmt
1.1 Elect Director Kathleen A. Dahlberg
--- For
1.2 Elect Director Richard C. III ---
For
1.3 Elect Director Lee C. Stewart ---
For
2 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Although the company currently does not have a
poison pill, we believe that any future
adoption of a pill should be submitted to a
shareholder vote.
04/23/04 - A Graco Inc. *GGG* 384109104 02/23/04 3,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/24/04 - A Granite Construction Inc. 387328107 03/26/04 3,660
*GVA*
1 Elect Directors For Split Mgmt
1.1 Elect Director Rebecca A. McDonald
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider George B.
Searle. We recommend that shareholders WITHHOLD
votes from George B. Searle for standing as an
affiliated outsider on the Audit/Compliance and
Compensation committees.
1.2 Elect Director George B. Searle ---
Withhold
1.3 Elect Director William G. Dorey ---
For
2 Amend Omnibus Stock Plan For For Mgmt
3 Separate Chairman and CEO Positions Against Against ShrHoldr
4 Ratify Auditors For For Mgmt
05/11/04 - A Grant Prideco Inc *GRP* 38821G101 03/22/04 10,560
1 Elect Directors For For Mgmt
05/04/04 - A Great Plains Energy, Inc. 391164100 02/27/04 5,850
*GXP*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/25/04 - A Greater Bay Bancorp *GBBK* 391648102 03/31/04 4,860
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Declassify the Board of Directors Against Against Mgmt
6 Declassify the Board of Directors Against Against ShrHoldr
04/30/04 - A GreenPoint Financial Corp. 395384100 03/19/04 11,535
*GPT*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A Hanover Compressor Co. *HC* 410768105 03/31/04 1,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Harsco Corp. *HSC* 415864107 03/04/04 3,550
1 Elect Directors For For Mgmt
2 Amend Non-Employee Director Stock For For Mgmt
Option Plan
3 Amend Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/18/04 - A Harte-Hanks, Inc. *HHS* 416196103 03/31/04 7,900
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
04/20/04 - A Hawaiian Electric Industries, 419870100 02/11/04 100
Inc. *HE*
1 Elect Directors For Split Mgmt
1.1 Elect Director Victor Hao Li,
S.J.D. --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Jeffrey N.
Watanabe. We recommend that shareholders
WITHHOLD votes from Jeffrey N. Watanabe for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director T. Michael May ---
For
1.3 Elect Director Diane J. Plotts ---
For
1.4 Elect Director Kelvin H. Taketa ---
For
1.5 Elect Director Jeffrey N. Watanabe
--- Withhold
2 Ratify Auditors For For Mgmt
05/13/04 - A HCC Insurance Holdings, Inc. 404132102 04/05/04 1,100
*HCC*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/13/04 - A Health Net, Inc. *HNT* 42222G108 03/19/04 9,780
1 Elect Directors For Split Mgmt
1.1 Elect Director J. Thomas Bouchard
--- For
We recommend a vote FOR the directors with the
exception of Roger F. Greaves. We recommend
that shareholders WITHHOLD votes from Roger F.
Greaves for standing as an affiliated outsider
on the Nominating Committee.
1.2 Elect Director Theodore F. Craver,
Jr. --- For
1.3 Elect Director Thomas T. Farley ---
For
1.4 Elect Director Gale S. Fitzgerald
--- For
1.5 Elect Director Patrick Foley --- For
1.6 Elect Director Jay M. Gellert ---
For
1.7 Elect Director Roger F. Greaves ---
Withhold
1.8 Elect Director Richard W. Hanselman
--- For
1.9 Elect Director Richard J.
Stegemeier --- For
1.10 Elect Director Bruce G. Willison
--- For
1.11 Elect Director Frederick C. Yeager
--- For
2 Eliminate Class of Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
05/25/04 - A Henry Schein, Inc. *HSIC* 806407102 04/15/04 2,334
1 Elect Directors For Split Mgmt
1.1 Elect Director Stanley M. Bergman
--- For
We recommend a vote FOR the directors with the
exception of Pamela Joseph. We recommend that
shareholders WITHHOLD votes from Pamela Joseph
for poor attendance.
1.2 Elect Director Gerald A. Benjamin
--- For
1.3 Elect Director James P. Breslawski
--- For
1.4 Elect Director Mark E. Mlotek ---
For
1.5 Elect Director Steven Paladino ---
For
1.6 Elect Director Barry J. Alperin ---
For
1.7 Elect Director Pamela Joseph ---
Withhold
1.8 Elect Director Donald J. Kabat ---
For
1.9 Elect Director Marvin H. Schein ---
For
1.10 Elect Director Irving Shafran ---
For
1.11 Elect Director Philip A. Laskawy
--- For
1.12 Elect Director Norman S. Matthews
--- For
1.13 Elect Director Louis W. Sullivan
--- For
1.14 Elect Director Margaret A. Hamburg
--- For
2 Amend Stock Option Plan For For Mgmt
3 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
4 Approve Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
04/21/04 - A Hibernia Corp. *HIB* 428656102 02/25/04 13,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/04 - A Highwoods Properties, Inc. 431284108 03/15/04 4,700
*HIW*
1 Elect Directors For For Mgmt
1.1 Elect Director Edward J. Fritsch
--- For
1.2 Elect Director Lawrence S. Kaplan
--- For
1.3 Elect Director L. Glenn Orr, Jr.
--- For
1.4 Elect Director William E. Graham,
Jr. --- For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/04/04 - A HNI CORP *HNI* 438092108 03/05/04 5,130
1 Elect Directors For For Mgmt
2 Change Company Name For For Mgmt
3 Amend Articles to Remove For For Mgmt
Antitakeover Provisions
05/25/04 - A Horace Mann Educators Corp. 440327104 03/26/04 401
*HMN*
1 Elect Directors For For Mgmt
05/11/04 - A Hospitality Properties Trust 44106M102 03/16/04 5,800
*HPT*
1 Elect Directors For Withhold Mgmt
1.1 Elect Trustee Arthur G.
Koumantzelis --- Withhold
We recommend withholding votes from independent
outsider Arthur G. Koumantzelis. We recommend
that shareholders WITHHOLD votes from Arthur G.
Koumantzelis for failing to remove a dead-hand,
slow-hand, or similar feature in the company's
poison pill.
05/03/04 - A Hubbell Incorporated *HUB.B* 443510201 03/05/04 5,230
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A IDACORP, Inc. *IDA* 451107106 04/01/04 3,530
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Charitable Contributions Against Against ShrHoldr
05/05/04 - A Imation Corp. *IMN* 45245A107 03/12/04 3,110
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/14/04 - A IMC Global Inc. *IGL* 449669100 03/31/04 10,320
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/24/04 - A Independence Community Bank 453414104 05/11/04 7,900
Corp. *ICBC*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
04/28/04 - A IndyMac Bancorp, Inc. *NDE* 456607100 03/01/04 4,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael W. Perry ---
For
We recommend a vote FOR the directors with the
exception of Patrick C. Haden. We recommend
that shareholders WITHHOLD votes from Patrick
C. Haden for standing as an affiliated outsider
on the Nominating Committee.
1.2 Elect Director Louis E. Caldera ---
For
1.3 Elect Director Lyle E. Gramley ---
For
1.4 Elect Director Hugh M. Grant --- For
1.5 Elect Director Patrick C. Haden ---
Withhold
1.6 Elect Director Terrance G. Hodel
--- For
1.7 Elect Director Robert L. Hunt II
--- For
1.8 Elect Director James R. Ukropina
--- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/24/04 - A Internet Security Systems, 46060X107 04/02/04 4,600
Inc. *ISSX*
1 Elect Directors For For Mgmt
05/12/04 - A Intersil Corporation *ISIL* 46069S109 03/17/04 12,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
04/13/04 - A Investors Financial Services 461915100 02/20/04 200
Corp. *IFIN*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/04/04 - A ITT Educational Services, Inc. 45068B109 03/05/04 3,900
*ESI*
1 Elect Directors For For Mgmt
1.1 Elect Director Rene R. Champagne
--- For
1.2 Elect Director John F. Cozzi --- For
1.3 Elect Director James D. Fowler, Jr.
--- For
1.4 Elect Director Harris N. Miller ---
For
2 Increase Authorized Common Stock For Against Mgmt
The requested increase of 200,000,000 shares,
is above the allowable threshold of 187,500,000
shares.
04/22/04 - A J. B. Hunt Transport Services, 445658107 02/27/04 6,620
Inc. *JBHT*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/24/04 - A Jefferies Group, Inc *JEF* 472319102 03/26/04 4,700
1 Elect Directors For For Mgmt
1.1 Elect Director W. Patrick Campbell
--- For
1.2 Elect Director Richard G. Dooley
--- For
1.3 Elect Director Richard B. Handler
--- For
1.4 Elect Director Frank J. Macchiarola
--- For
1.5 Elect Director John C. Shaw, Jr.
--- For
2 Increase Authorized Common Stock For Against Mgmt
The requested increase of 400,000,000 shares is
above the allowable threshold of 170,000,000
shares.
05/27/04 - A Keane, Inc. *KEA* 486665102 03/29/04 5,610
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/27/04 - A L-3 Communications Holdings, 502424104 03/19/04 8,400
Inc. *LLL*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
05/11/04 - A Lattice Semiconductor Corp. 518415104 03/18/04 9,750
*LSCC*
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/25/04 - A Laureate Education Inc. 871399101 04/16/04 4,130
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A Lear Corporation *LEA* 521865105 03/19/04 5,870
1 Elect Directors For For Mgmt
1.1 Elect Director Larry W. McCurdy ---
For
1.2 Elect Director Roy E. Parrott ---
For
1.3 Elect Director Richard F. Wallman
--- For
2 Ratify Auditors For For Mgmt
3 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
We note that the board emphasizes in the 2004
proxy statement that this proposal, if
supported by a majority of votes cast, would
not be binding on the board and therefore would
not necessarily effectuate any changes to the
poison pill. Our opinion is that where
shareholders express their views clearly
through voting for a proposal, that opinion
should be listened to by the company's board
directors. Further, where a board consistently
ignores or fails to implement a proposal
approved by a majority of shareholder votes
cast, we believe that this may provide adequate
reason for recommending withholding votes for
future director elections. While we
welcome the company's introduction of a board
committee review process for the poison pill,
poison pills greatly alter the balance of power
between shareholders and management, and
shareholders should be allowed to make their
own evaluation of such plans. We therefore
agree with the proponent that the adoption,
maintenance or extension of any poison pill
should be put to a shareholder vote.
05/11/04 - A Leucadia National Corp. *LUK* 527288104 04/08/04 6,090
1 Elect Directors For For Mgmt
2 Amend Articles to Extend Provisions For For Mgmt
that Restrict Accumulation of 5%
Common Stock
3 Ratify Auditors For For Mgmt
05/05/04 - A Liberty Property Trust *LRY* 531172104 03/07/04 7,000
1 Elect Directors For For Mgmt
2 Amend Stock Ownership Limitations For For Mgmt
3 Amend Articles For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
06/15/04 - A LifePoint Hospitals, Inc. 53219L109 04/16/04 700
*LPNT*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Ratify Auditors For For Mgmt
05/17/04 - A Lincare Holdings, Inc. *LNCR* 532791100 03/31/04 8,820
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/25/04 - A Longs Drug Stores Corp. *LDG* 543162101 04/01/04 3,400
1 Elect Directors For For Mgmt
2 Separate Chairman and CEO Positions Against Against ShrHoldr
3 Ratify Auditors For For Mgmt
05/06/04 - A Lyondell Chemical Co. *LYO* 552078107 03/10/04 1,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/20/04 - A M & T Bank Corp. *MTB* 55261F104 02/27/04 9,920
1 Elect Directors For Split Mgmt
1.1 Elect Director William F. Allyn ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Richard E.
Garman. We recommend that shareholders WITHHOLD
votes from Richard E. Garman for poor
attendance.
1.2 Elect Director Brent D. Baird ---
For
1.3 Elect Director Robert J. Bennett
--- For
1.4 Elect Director C. Angela Bontempo
--- For
1.5 Elect Director Robert T. Brady ---
For
1.6 Elect Director Emerson L. Brumback
--- For
1.7 Elect Director Michael D. Buckley
--- For
1.8 Elect Director Patrick J. Callan
--- For
1.9 Elect Director R. Carlos Carballada
--- For
1.10 Elect Director T. Jefferson
Cunningham III --- For
1.11 Elect Director Donald Devorris ---
For
1.12 Elect Director Richard E. Garman
--- Withhold
1.13 Elect Director James V. Glynn ---
For
1.14 Elect Director Derek C. Hathaway
--- For
1.15 Elect Director Daniel R. Hawbaker
--- For
1.16 Elect Director Patrick W.E. Hodgson
--- For
1.17 Elect Director Gary Kennedy --- For
1.18 Elect Director Richard G. King ---
For
1.19 Elect Director Reginald B. Newman,
II --- For
1.20 Elect Director Jorge G. Pereira ---
For
1.21 Elect Director Michael P. Pinto ---
For
1.22 Elect Director Robert E. Sadler,
Jr. --- For
1.23 Elect Director Eugene J. Sheehy ---
For
1.24 Elect Director Stephen G. Sheetz
--- For
1.25 Elect Director Herbert L.
Washington --- For
1.26 Elect Director Robert G. Wilmers
--- For
2 Ratify Auditors For For Mgmt
05/20/04 - A Mack-Cali Realty Corp. *CLI* 554489104 04/06/04 5,500
1 Elect Directors For For Mgmt
1.1 Elect Director Alan S. Bernikow ---
For
1.2 Elect Director Martin D. Gruss ---
For
1.3 Elect Director Vincent Tese --- For
1.4 Elect Director Roy J. Zuckerberg
--- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Adopt a Policy Governing Related Against Against ShrHoldr
Party Transactions
The SEC already requires the company to
disclose, on an annual basis, transactions with
its directors and executive officers. Pursuant
to SEC regulations, which apply to all public
companies, the company is required to provide
information as to: (1) any transaction with a
director or executive officer exceeding $60,000
in which the director or executive officer has
a direct or indirect material interest; and (2)
specified business relationships of directors
and executive officers, and indebtedness of
directors and executive officers to the
company, where the amount of the indebtedness
exceeds $60,000. Approval of this item would
require disclosure of of any relationship or
transaction, regardless of how immaterial the
transaction or relationship may be. We
note that according our director classification
definitions, none of the current directors are
classified as affiliated outsiders due to a
transactional relationship. The only two
affiliated outside directors on the board are a
former executive and the relative of a former
executive. We believe that: (1) the
provisions in the company's articles of
restatement, (2) the provisions in the code of
ethics, and (3) the existing mandatory SEC
disclosures, already constitute substantial
safeguards to prevent potential conflicts of
interest. Although we recognize that the
company maintains numerous related party
transactions, such transactions do not appear
to have impacted the board and key committees'
independence. Given that: (1) the company
maintains adequate safeguards in place to
protect against potential conflicts of interest
via its articles and codes of ethics and (2)
the related party transactions at the company
do not appear to impact the company's corporate
governance, we do not believe that approval of
this item is needed at this time.
05/25/04 - A Macrovision Corp. *MVSN* 555904101 03/31/04 4,340
1 Elect Directors For Split Mgmt
1.1 Elect Director John O. Ryan ---
Withhold
We recommend a vote FOR the directors with the
exception of insiders William A. Krepick and
John O. Ryan, and affiliated outsiders Matt
Christiano and Donna S. Birks. We recommend
that shareholders WITHHOLD votes from William
A. Krepick, John O. Ryan and Matt Christiano
for failure to establish a majority independent
board. We also recommend that shareholders
WITHHOLD votes from Donna S. Birks for standing
as an affiliated outsider on the Audit,
Compensation and Nominating committees and for
failure to establish a majority independent
board.
1.2 Elect Director William A. Krepick
--- Withhold
1.3 Elect Director Matt Christiano ---
Withhold
1.4 Elect Director Donna S. Birks ---
Withhold
1.5 Elect Director William N. Stirlen
--- For
1.6 Elect Director Thomas Wertheimer
--- For
1.7 Elect Director Steven G. Blank ---
For
2 Ratify Auditors For For Mgmt
04/27/04 - A Manpower Inc. *MAN* 56418H100 02/17/04 7,170
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/25/04 - A Martin Marietta Materials, 573284106 03/19/04 4,320
Inc. *MLM*
1 Elect Directors For Split Mgmt
1.1 Elect Director Marcus C. Bennett
--- Withhold
We recommend a vote FOR the directors with the
exception of Marcus C. Bennett. We recommend
that shareholders WITHHOLD votes from Marcus C.
Bennett for standing as an affiliated outsider
on the Audit Committee.
1.2 Elect Director Dennis L. Rediker
--- For
2 Ratify Auditors For For Mgmt
05/27/04 - A MCAFEE INC. *MFE* 640938106 04/01/04 14,520
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/27/04 - A MDU Resources Group, Inc. 552690109 02/27/04 9,450
*MDU*
1 Elect Directors For For Mgmt
1.1 Elect Director Dennis W. Johnson
--- For
1.2 Elect Director John L. Olson --- For
1.3 Elect Director Martin A. White ---
For
1.4 Elect Director John K. Wilson ---
For
2 Amend Non-Employee Director Omnibus For Against Mgmt
Stock Plan
The total cost of the company's plans of 6.85
percent is above the allowable cap for this
company of 5.26 percent. Note the high
concentration ratio of 35.1 percent of total
grants to top five executive officers.
04/29/04 - A Media General, Inc. *MEG* 584404107 03/05/04 2,200
1 Elect Directors For For Mgmt
05/28/04 - S Media General, Inc. *MEG* 584404107 04/29/04 2,300
1 Amend Director & Officer For For Mgmt
Indemnification/Liability Provisions
We believe that, in the long run, this
flexibility is in shareholders' best interests.
2 Amend Bylaws Eliminating Personal For For Mgmt
Liability of Officers and Directors
We believe that, in the long run, this
flexibility is in shareholders' best interests.
3 Adopt Amended and Restated For Against Mgmt
Supplemental 401(k) Plan
Since we cannot determine the total cost of
this plan based on the company's contributions,
we recommend that shareholders vote AGAINST
this item.
05/19/04 - A Mentor Graphics Corp. *MENT* 587200106 03/16/04 5,870
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Amend Stock Option Plan For Against Mgmt
The total cost of the company's plans of 18.03
percent is above the allowable cap for this
company of 15.22 percent.
5 Increase Authorized Common Stock For For Mgmt
05/11/04 - A Mercantile Bankshares Corp. 587405101 04/02/04 7,220
*MRBK*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Deferred Compensation Plan For For Mgmt
06/17/04 - A Michaels Stores, Inc. *MIK* 594087108 04/26/04 6,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
05/27/04 - A Micrel, Inc. *MCRL* 594793101 04/01/04 8,250
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/07/04 - A Millennium Pharmaceuticals, 599902103 03/10/04 26,147
Inc. *MLNM*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A Minerals Technologies, Inc. 603158106 03/29/04 1,780
*MTX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/04 - A Mohawk Industries, Inc. *MHK* 608190104 03/22/04 5,770
1 Elect Directors For For Mgmt
05/26/04 - A MPS GROUP INC *MPS* 553409103 04/08/04 9,460
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
4 Approve Executive Incentive Bonus For For Mgmt
Plan
05/12/04 - A Murphy Oil Corp. *MUR* 626717102 03/15/04 7,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank W. Blue --- For
We recommend a vote FOR the directors with the
exception of R. Madison Murphy. We recommend
that shareholders WITHHOLD votes from R.
Madison Murphy for standing as an affiliated
outsider on the Audit Committee.
1.2 Elect Director George S. Dembroski
--- For
1.3 Elect Director Claiborne P. Deming
--- For
1.4 Elect Director Robert A. Hermes ---
For
1.5 Elect Director R. Madison Murphy
--- Withhold
1.6 Elect Director William C. Nolan,
Jr. --- For
1.7 Elect Director Ivar B. Ramberg ---
For
1.8 Elect Director David J. H. Smith
--- For
1.9 Elect Director Caroline G. Theus
--- For
2 Ratify Auditors For For Mgmt
04/28/04 - A National Commerce Financial 63545P104 03/01/04 17,720
Corporation *NCF*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A National Instruments Corp. 636518102 03/15/04 2,425
*NATI*
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
05/19/04 - A National-Oilwell, Inc. *NOI* 637071101 03/22/04 7,410
1 Elect Directors For For Mgmt
05/12/04 - A New Plan Excel Realty Trust, 648053106 03/01/04 8,500
Inc. *NXL*
1 Elect Directors For For Mgmt
05/19/04 - A New York Community Bancorp, 649445103 03/29/04 2,240
Inc. *NYB*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/04 - A Newport Corp. *NEWP* 651824104 04/01/04 3,590
1 Elect Directors For Split Mgmt
1.1 Elect Director R. Jack Aplin --- For
We recommend a vote FOR R. Jack Aplin but
WITHHOLD votes from affiliated outsider Richard
E. Schmidt. We recommend that shareholders
WITHHOLD votes from Richard E. Schmidt for
standing as an affiliated outsider on the
Compensation and Nominating committees.
1.2 Elect Director Richard E. Schmidt
--- Withhold
2 Ratify Auditors For For Mgmt
04/27/04 - A Noble Energy, Inc. *NBL* 655044105 03/15/04 5,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
4 Approve Executive Incentive Bonus For For Mgmt
Plan
05/11/04 - A Northeast Utilities *NU* 664397106 03/12/04 11,670
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A NSTAR *NST* 67019E107 03/08/04 4,670
1 Elect Directors For For Mgmt
2 Report on Charitable Contributions Against Against ShrHoldr
05/04/04 - A O'Reilly Automotive, Inc. 686091109 02/27/04 300
*ORLY*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Elect Director John Murphy For For Mgmt
4 Elect Director Ronald Rashkow For For Mgmt
05/20/04 - A OGE Energy Corp. *OGE* 670837103 03/22/04 7,590
1 Elect Directors For Split Mgmt
1.1 Elect Director Luke R. Corbett ---
For
We recommend a vote FOR the directors with the
exception of J.D. Williams. We recommend that
shareholders WITHHOLD votes from J.D. Williams
for standing as an affiliated outsider on the
Audit and Nominating committees.
1.2 Elect Director Robert Kelley --- For
1.3 Elect Director J.D. Williams ---
Withhold
04/21/04 - A Ohio Casualty Corp. *OCAS* 677240103 03/01/04 600
1 Elect Directors For For Mgmt
2 Limit Executive Compensation Against Against ShrHoldr
05/28/04 - A Old Republic International 680223104 03/22/04 15,660
Corp. *ORI*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Jimmy A. Dew ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsiders John
M. Dixon, Wilbur S. Legg, John W. Popp and
insider Jimmy A. Dew for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill.
1.2 Elect Director John M. Dixon ---
Withhold
1.3 Elect Director Wilbur S. Legg ---
Withhold
1.4 Elect Director John W. Popp ---
Withhold
04/29/04 - A Olin Corp. *OLN* 680665205 03/04/04 6,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 2,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/21/04 - A Outback Steakhouse, Inc. *OSI* 689899102 02/27/04 6,280
1 Elect Directors For For Mgmt
1.1 Elect Director John A. Brabson, Jr.
--- For
1.2 Elect Director Lee Roy Selmon ---
For
2 Amend Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 16.41 percent is above the allowable cap for
this company of 12.97 percent.
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
06/01/04 - A Overseas Shipholding Group, 690368105 04/09/04 3,600
Inc. *OSG*
1 Elect Directors For Split Mgmt
1.1 Elect Director Morten Arntzen ---
For
We recommend a vote FOR the directors with the
exception of Oudi Recanati. We recommend that
shareholders WITHHOLD votes from Oudi Recanati
for standing as an affiliated outsider on the
Compensation Committee and Oudi Recanati for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director Oudi Recanati ---
Withhold
1.3 Elect Director Robert N. Cowen ---
For
1.4 Elect Director G. Allen Andreas III
--- For
1.5 Elect Director Alan R. Batkin ---
For
1.6 Elect Director Thomas B. Coleman
--- For
1.7 Elect Director Charles A. Fribourg
--- For
1.8 Elect Director Stanley Komaroff ---
For
1.9 Elect Director Solomon N. Merkin
--- For
1.10 Elect Director Joel I. Picket ---
For
1.11 Elect Director Ariel Recanati ---
For
1.12 Elect Director Michael J. Zimmerman
--- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
06/02/04 - A Oxford Health Plans, Inc. 691471106 04/15/04 7,760
*OHP*
1 Elect Directors For Split Mgmt
1.1 Elect Director Kent J. Thirty ---
For
We recommend a vote FOR Kent J. Thiry, but
WITHHOLD votes from affiliated outsider
Benjamin H. Safirstein, M.D. We recommend that
shareholders WITHHOLD votes from Benjamin H.
Safirstein, M.D. for poor attendance and for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director B.H. Safirstein,
M.D. --- Withhold
2 Ratify Auditors For For Mgmt
3 Divest from Tobacco Equities Against Against ShrHoldr
Because of the lack of company investments in
tobacco equities, restrictive format, and
potential financial impact of this proposal, we
do not recommend shareholder support for this
resolution.
05/20/04 - A PacifiCare Health Systems, 695112102 03/31/04 7,500
Inc. *PHS*
1 Elect Directors For Split Mgmt
1.1 Elect Director Aida Alvarez --- For
We recommend a vote FOR the directors with the
exception of Terry O. Hartshorn. We recommend
that shareholders WITHHOLD votes from Terry O.
Hartshorn for standing as an affiliated
outsider on the Compensation and Nominating
Committee.
1.2 Elect Director Bradley C. Call ---
For
1.3 Elect Director Terry O. Hartshorn
--- Withhold
1.4 Elect Director Dominic Ng --- For
1.5 Elect Director Howard G. Phanstiel
--- For
1.6 Elect Director Warren E. Pinckert
Ii --- For
1.7 Elect Director David A. Reed --- For
1.8 Elect Director Charles R. Rinehart
--- For
1.9 Elect Director Linda Rosenstock ---
For
1.10 Elect Director Lloyd E. Ross --- For
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/04/04 - A Packaging Corporation of 695156109 03/15/04 9,200
America *PKG*
1 Elect Directors For Split Mgmt
1.1 Elect Director Henry F. Frigon ---
For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Thomas S.
Souleles and Samuel M. Mencoff. We recommend
that shareholders WITHHOLD votes from Thomas S.
Souleles for standing as an affiliated outsider
on the Compensation and Nominating committees,
and from Samuel M. Mencoff for standing as an
affiliated outsider on the Compensation
Committee.
1.2 Elect Director Louis S. Holland ---
For
1.3 Elect Director Justin S. Huscher
--- For
1.4 Elect Director Samuel M. Mencoff
--- Withhold
1.5 Elect Director Thomas S. Souleles
--- Withhold
1.6 Elect Director Paul T. Stecko ---
For
1.7 Elect Director Rayford K.
Williamson --- For
2 Ratify Auditors For For Mgmt
05/26/04 - A PAR PHARMACEUTICAL COS INC 717125108 04/08/04 3,000
*PRX*
1 Elect Directors For For Mgmt
2 Change Company Name For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
5 Approve Executive Incentive Bonus For For Mgmt
Plan
06/29/04 - A PATTERSON-UTI ENERGY INC. 703481101 05/28/04 8,000
*PTEN*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/27/04 - PC Payless Shoesource, Inc. *PSS* 704379106 04/01/04 6,200
MANAGEMENT PROXY (White Card)
1 Elect Directors For Split Mgmt
1.1 Elect Director Daniel Boggan Jr.
--- Withhold
We recommend a vote FOR Michael E. Murphy and
Robert C. Wheeler. We recommend that
shareholders WITHHOLD votes from independent
outsider and Compensation Committee member
Daniel Boggan Jr. for not aligning CEO's
compensation with the interests of shareholders.
1.2 Elect Director Michael E. Murphy
--- For
1.3 Elect Director Robert C. Wheeler
--- For
2 Ratify Auditors For For Mgmt
DISSIDENT PROXY (Green Card)
1 Elect Directors (Opposition Slate) Against None Mgmt
2 Ratify Auditors For None Mgmt
05/06/04 - A Peabody Energy Corp. *BTU* 704549104 03/15/04 4,700
1 Elect Directors For For Mgmt
1.1 Elect Director William A. Coley ---
For
1.2 Elect Director Irl F. Engelhardt
--- For
1.3 Elect Director William C. Rusnack
--- For
1.4 Elect Director Alan H. Washkowitz
--- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Require Majority of Independent Against For ShrHoldr
Directors on Board
Since approval of this proposal will ensure
continued independence on the board, we
recommend a vote for this proposal.
04/30/04 - A Pentair, Inc. *PNR* 709631105 03/01/04 4,330
1 Elect Directors For For Mgmt
2 Approve Outside Director Stock For For Mgmt
Options in Lieu of Cash
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Employee Stock Purchase Plan For For Mgmt
5 Approve Employee Stock Purchase Plan For For Mgmt
6 Ratify Auditors For For Mgmt
05/21/04 - A Pepco Holdings, Inc. *POM* 713291102 03/22/04 14,943
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors Against Against ShrHoldr
04/22/04 - A PepsiAmericas, Inc. *PAS* 71343P200 03/04/04 12,610
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Limit Awards to Executives Against For ShrHoldr
We support the general principal of
performance-based compensation, and believe
that there should be strong linkage between a
company's performance and compensation at the
senior executive level. We also favor the use
of equity grants whose grant or vesting is
directly tied to the attainment of disclosed
performance criteria and associated hurdle
rates. Currently, the company uses mainly
options and restricted shares as part of its
long-term incentive program, and the majority
of these grants are time-based and not
performance-based. The company also does not
have rigorous executive stock ownership
guidelines. No share retention policy has been
disclosed and we assume that the company does
not have one in place. Despite the fact that
the full tenure share retention provision of
the proposal is somewhat restrictive, we
support the underlying principal of this
proposal.
5 Report on Recycling Policy Against Against ShrHoldr
06/10/04 - A PETsMART *PETM* 716768106 04/12/04 13,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/25/04 - A Pier 1 Imports, Inc *PIR* 720279108 05/05/04 8,500
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
05/13/04 - A Pioneer Natural Resources Co. 723787107 03/17/04 10,200
*PXD*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/04 - A PNM Resources Inc *PNM* 69349H107 03/30/04 3,650
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Pogo Producing Co. *PPP* 730448107 03/12/04 5,500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/02/04 - A Polycom, Inc. *PLCM* 73172K104 04/09/04 8,920
1 Elect Directors For Split Mgmt
1.1 Elect Director Betsy S. Atkins ---
For
We recommend a vote FOR the directors with the
exception of William A. Owens. We recommend
that shareholders WITHHOLD votes from William
A. Owens for sitting on more than six boards at
the time of our analysis.
1.2 Elect Director John Seely Brown ---
For
1.3 Elect Director Robert C. Hagerty
--- For
1.4 Elect Director John A. Kelley, Jr.
--- For
1.5 Elect Director Michael R. Kourey
--- For
1.6 Elect Director Stanley J. Meresman
--- For
1.7 Elect Director William A. Owens ---
Withhold
1.8 Elect Director Durk I. Jager --- For
1.9 Elect Director Thomas G. Stemberg
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/03/04 - A Potlatch Corp. *PCH* 737628107 03/19/04 1,400
1 Elect Directors For For Mgmt
1.1 Elect Director Gregory L. Quesnel
--- For
1.2 Elect Director Michael T. Riordan
--- For
1.3 Elect Director L. Pendleton Siegel
--- For
2 Report on Dividend Policy Against Against ShrHoldr
Given that the company currently discloses in
its annual report the factors considered in the
determination of whether to pay a dividend and
the dividend rate, we do not believe that
approval of this item would provide
shareholders with additional relevant
information.
3 Eliminate Time-Phased Voting Against For ShrHoldr
We advocate a one-share, one-vote policy. We
therefore frown on companies that have
different classes of common stock with
disparate voting rights. Although the company
does not maintain a dual class structure, the
effects of the company's time-phased voting
system are substantially similar to the effects
of a dual class structure. Such a structure
gives one class of shareholders (in this case,
shareholders in excess of two years) disparate
voting power in the company in relation to
their equity position. Although the company's
time-phased voting system offers shareholders
slight advantages over a dual class structure -
it provides the opportunity for all
shareholders, as long as they remain
shareholders for at least two years, to have
four votes per share - it nonetheless serves to
disenfranchise certain shareholders.
The company states that time phased
voting reduces the relative influence of
short-term, speculative investors who may seek
personal gains at the expense of the long-term
best interests of shareholders. However, given
that time-phased voting applies to all items
brought to a shareholder vote, it not only
serves as an anti-takeover device, it reduces
shareholders' rights with respect to other
voting items that do not deal with an
unsolicited takeover attempt, such as corporate
governance and compensation issues. Given that
the elimination of time phased voting
represents an improvement in shareholders'
rights, we recommend a vote FOR this proposal.
04/27/04 - S Powerwave Technologies, Inc. 739363109 03/18/04 4,360
*PWAV*
1 Authorize Board to Issue Shares in For For Mgmt
the Event of a Public Tender Offer
or Share Exchange Offer
The combined company's strategic position is
improved with an expanded addressable market,
broader product offering, increased customer
base, cost synergies of $15 million annually,
and the potential for revenue synergies as a
result of the complementary nature of the
products and operations. In terms of valuation,
the advisor's fairness opinion indicates an
offer price that appears within the range of
the peer group using both a premium and sum of
the parts analysis. Further, the contribution
analysis indicates Powerwave shareholders will
have a voting interest in the combined entity
that is comparable to the company's
contribution to the combined company's
projected sales and higher on the earnings. The
market reaction to the transaction has been
positive as Powerwave is 11.3 percent above the
last trading price prior to the announcement as
of April 12, 2004. For the above reasons, we
believe the issue of shares for the exchange
offer warrants shareholder support.
2 Increase Authorized Common Stock For For Mgmt
The requested increase of 115,000,000 shares is
below the allowable threshold of 195,750,000
shares.
04/20/04 - A Price Communications Corp. 741437305 03/15/04 4,700
*PR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert Price ---
Withhold
We recommend a vote FOR the directors except
Robert Price.
1.2 Elect Director Kim I. Pressman ---
For
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/18/04 - A Pride International, Inc. 74153Q102 03/22/04 11,720
*PDE*
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert L. Barbanell
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Ralph D.
McBride. We recommend that shareholders
WITHHOLD votes from Ralph D. McBride for
standing as an affiliated outsider on the
Compensation and Nominating committees.
1.2 Elect Director Paul A. Bragg --- For
1.3 Elect Director David A.B. Brown ---
For
1.4 Elect Director J.C. Burton --- For
1.5 Elect Director Jorge E. Estrada ---
For
1.6 Elect Director William E. Macaulay
--- For
1.7 Elect Director Ralph D. Mcbride ---
Withhold
1.8 Elect Director David B. Robson ---
For
2 Approve Non-Employee Director Stock For For Mgmt
Option Plan
3 Ratify Auditors For For Mgmt
05/03/04 - A Protective Life Corp. *PL* 743674103 03/05/04 6,070
1 Elect Directors For For Mgmt
2 Approve Outside Director Options in For For Mgmt
Lieu of Cash
3 Ratify Auditors For For Mgmt
05/04/04 - A Puget Energy, Inc. *PSD* 745310102 03/19/04 8,260
1 Elect Directors For For Mgmt
05/20/04 - A Quanta Services, Inc. *PWR* 74762E102 03/22/04 9,810
1 Elect Directors For Split Mgmt
1.1 Elect Director James R. Ball --- For
We recommend a vote FOR the directors with the
exception of independent outsider Ben A. Guill.
We recommend that shareholders WITHHOLD votes
from Ben A. Guill for poor attendance.
1.2 Elect Director John R. Colson ---
For
1.3 Elect Director Bernard Fried --- For
1.4 Elect Director H. Jarrell Gibbs ---
For
1.5 Elect Director Louis C. Golm --- For
1.6 Elect Director Ben A. Guill ---
Withhold
1.7 Elect Director Thomas J. Sikorski
--- For
1.8 Elect Director Gary A. Tucci --- For
1.9 Elect Director John R. Wilson ---
For
05/18/04 - A Questar Corp. *STR* 748356102 03/22/04 7,310
1 Elect Directors For Split Mgmt
1.1 Elect Director Teresa Beck --- For
We recommend a vote FOR the directors with the
exception of independent outsider Robert E.
McKee III. We recommend that shareholders
WITHHOLD votes from Robert E. McKee III for
poor attendance.
1.2 Elect Director R.D. Cash --- For
1.3 Elect Director Robert E. McKee III
--- Withhold
1.4 Elect Director Gary G. Michael ---
For
1.5 Elect Director Charles B. Stanley
--- For
2 Approve Executive Incentive Bonus For For Mgmt
Plan
05/11/04 - A Radian Group Inc. *RDN* 750236101 03/15/04 8,120
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Articles For Against Mgmt
Proposal would declassify the board.
4 Ratify Auditors For For Mgmt
05/20/04 - A Rayonier Inc. *RYN* 754907103 03/22/04 4,272
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/19/04 - A Rent-A-Center, Inc. *RCII* 76009N100 03/25/04 7,000
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
05/11/04 - A Republic Services, Inc. *RSG* 760759100 03/18/04 13,700
1 Elect Directors For For Mgmt
1.1 Elect Director James E. O'Connor
--- For
1.2 Elect Director Harris W. Hudson ---
For
1.3 Elect Director John W. Croghan ---
For
1.4 Elect Director W. Lee Nutter --- For
1.5 Elect Director Ramon A. Rodriguez
--- For
1.6 Elect Director Allan C. Sorensen
--- For
2 Adjourn Meeting For Against Mgmt
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
05/25/04 - A Retek Inc. *RETK* 76128Q109 03/31/04 5,020
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Rollins, Inc. *ROL* 775711104 03/05/04 400
1 Elect Directors For For Mgmt
05/20/04 - A Ross Stores, Inc. *ROST* 778296103 03/22/04 13,160
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Michael J. Bush ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Audit Committee member
Michael J. Bush for standing as an affiliated
outsider on the Audit and Nominating
committees, and for failure to establish a
majority independent board. We also recommend
that shareholders WITHHOLD votes from
affiliated outsider Norman A. Ferber and from
insider James C. Peters for failure to
establish a majority independent board.
1.2 Elect Director Norman A. Ferber ---
Withhold
1.3 Elect Director James C. Peters ---
Withhold
2 Approve Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
05/27/04 - A RSA Security Inc. *RSAS* 749719100 04/05/04 5,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/08/04 - A Saks Incorporated *SKS* 79377W108 04/01/04 12,250
1 Elect Directors For Split Mgmt
1.1 Elect Director Stanton J. Bluestone
--- Withhold
We recommend a vote FOR Robert B. Carter, but
WITHHOLD votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
Stanton J. Bluestone for standing as an
affiliated outsider on the Audit Committee and
for failing to remove a dead-hand, slow-hand,
or similar feature in the company's poison pill
and from Donald E. Hess for standing as an
affiliated outsider on the Compensation
Committee and for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill. We also recommend that
shareholders WITHHOLD votes from independent
outsider Julius W. Erving and insiders Stephen
I. Sadove and George L. Jones for failing to
remove a dead-hand, slow-hand, or similar
feature in the company's poison pill.
1.2 Elect Director Robert B. Carter ---
For
1.3 Elect Director Julius W. Erving ---
Withhold
1.4 Elect Director Donald E. Hess ---
Withhold
1.5 Elect Director George L. Jones ---
Withhold
1.6 Elect Director Stephen I. Sadove
--- Withhold
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Declassify the Board of Directors Against Against ShrHoldr
5 Provide for Cumulative Voting Against Against ShrHoldr
05/20/04 - A Sandisk Corp. *SNDK* 80004C101 03/30/04 14,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A SCANA Corporation *SCG* 80589M102 03/10/04 9,630
1 Elect Directors For For Mgmt
2 Approve Outside Director Stock For For Mgmt
Awards in Lieu of Cash
3 Ratify Auditors For For Mgmt
05/25/04 - A SEI Investment Company *SEIC* 784117103 04/01/04 9,470
1 Elect Directors For Split Mgmt
1.1 Elect Director Alfred P. West, Jr.
--- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider William M.
Doran and insider Alfred P. West, Jr. We
recommend that shareholders WITHHOLD votes from
Alfred P. West, Jr. for standing as an insider
on the Compensation Committee and for failure
to establish an independent nominating
committee. We also recommend that shareholders
WITHHOLD votes from William M. Doran for
standing as an affiliated outsider on the
Compensation Committee and for failure to
establish an independent nominating committee.
1.2 Elect Director William M. Doran ---
Withhold
1.3 Elect Director Howard D. Ross ---
For
1.4 Elect Director Thomas W. Smith ---
For
2 Ratify Auditors For For Mgmt
06/10/04 - A Semtech Corp. *SMTC* 816850101 04/23/04 6,790
1 Elect Directors For Split Mgmt
1.1 Elect Director Glen M. Antle --- For
We recommend a vote FOR the directors with the
exception of insiders John D. Poe and Jason L.
Carlson. We recommend that shareholders
WITHHOLD votes from John D. Poe and Jason L.
Carlson for failure to establish an independent
nominating committee.
1.2 Elect Director James P. Burra ---
For
1.3 Elect Director Jason L. Carlson ---
Withhold
1.4 Elect Director Rockell N. Hankin
--- For
1.5 Elect Director James T. Lindstrom
--- For
1.6 Elect Director John L. Piotrowski
--- For
1.7 Elect Director John D. Poe ---
Withhold
1.8 Elect Director James T. Schraith
--- For
2 Ratify Auditors For For Mgmt
04/22/04 - A Sensient Technologies Corp. 81725T100 03/01/04 500
*SXT*
1 Elect Directors For For Mgmt
2 Amend Non-Employee Director Stock For For Mgmt
Plan
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/13/04 - A Sequa Corp. *SQA.A* 817320104 03/18/04 1,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Norman E. Alexander
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider R. Scott
Schafler. We recommend that shareholders
WITHHOLD votes from R. Scott Schafler for
standing as an affiliated outsider on the
Compensation Committee.
1.2 Elect Director Edward E. Barr ---
For
1.3 Elect Director Alvin Dworman --- For
1.4 Elect Director David S. Gottesman
--- For
1.5 Elect Director Richard S. LeFrak
--- For
1.6 Elect Director John J. Quicke ---
For
1.7 Elect Director R. Scott Schafler
--- Withhold
1.8 Elect Director Michael I. Sovern
--- For
1.9 Elect Director Fred R. Sullivan ---
For
1.10 Elect Director Gerald Tsai, Jr. ---
For
1.11 Elect Director Martin Weinstein ---
For
2 Approve Restricted Stock Plan For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
4 Ratify Auditors For For Mgmt
04/29/04 - A Silicon Laboratories, Inc. 826919102 03/01/04 1,800
*SLAB*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/04 - A Silicon Valley Bancshares 827064106 02/24/04 2,930
*SIVB*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/01/04 - A Six Flags, Inc. *PKS* 83001P109 04/08/04 8,400
1 Elect Directors For For Mgmt
2 Approve Stock Option Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/20/04 - A Smith International, Inc. 832110100 02/27/04 8,300
*SII*
1 Elect Directors For Split Mgmt
1.1 Elect Director James R. Gibbs ---
For
We recommend a vote FOR the directors with the
exception of Jerry W. Neely. We recommend that
shareholders WITHHOLD votes from Jerry W. Neely
for standing as an affiliated outsider on the
Audit and on the Compensation committees.
1.2 Elect Director Jerry W. Neely ---
Withhold
2 Ratify Auditors For For Mgmt
04/21/04 - A Sonoco Products Co. *SON* 835495102 02/20/04 8,180
1 Elect Directors For For Mgmt
1.1 Elect Director F.L.H. Coker --- For
1.2 Elect Director C.C. Fort --- For
1.3 Elect Director B.L.M. Kasriel ---
For
1.4 Elect Director J.H. Mullin, III ---
For
1.5 Elect Director T.E. Whiddon --- For
1.6 Elect Director J.M. Micali --- For
2 Seek Sale of Company/Assets Against Against ShrHoldr
In our opinion, there is no compelling evidence
that the drastic measure described by the
proponent is in shareholders' best interests.
05/07/04 - A Sotheby's Holdings Inc. *BID* 835898107 03/26/04 5,320
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/04 - A Sovereign Bancorp, Inc. *SOV* 845905108 03/01/04 25,380
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Andrew C. Hove, Jr.
--- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from Andrew C. Hove, Jr. and
Daniel K. Rothermel for failing to remove a
dead-hand, slow-hand, or similar feature in the
company's poison pill.
1.2 Elect Director Daniel K. Rothermel
--- Withhold
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Approve Stock Plan and Employee For Against Mgmt
Stock Purchase Plan
In this item, we will base our recommendation
on the cost of the company's Employee Stock
Purchase Plan and the voting power dilution and
shareholder value transfer of the 2004
Broad-Based Incentive Plan. In this case, the
Employee Stock Purchase Plan meets our
requirements since it complies with Section 423
of the Internal Revenue Code, the number of
shares being reserved is relatively
conservative, the offering period is
reasonable, and there are limitations on
participation. And, we also commend the company
for expressly forbidding the repricing of stock
options under the 2004 Broad-Based Incentive
Plan. However, the total cost of the company's
Broad-Based Incentive Plan of 5.57 percent is
above the allowable cap for this company of
5.28 percent. As such, we recommend a vote
AGAINST this bundled proposal.
5 Approve Bonus Plan For Against Mgmt
According to the company, the purpose of the
company's Bonus Deferral Program is to align
the interests of the top management of the
company with those of shareholders. Not only
the plan solely focuses on the enrichment of a
selected group of top executives, but also
there are no performance criteria attached to
the generous company's matching contribution.
We are concerned with the self-enriching
feature of the deferral program. As such, we
recommend a vote AGAINST the proposal.
04/28/04 - A SPX Corp. *SPW* 784635104 03/08/04 6,560
1 Elect Directors For For Mgmt
05/03/04 - A StanCorp Financial Group, Inc. 852891100 02/25/04 2,500
*SFG*
1 Elect Directors For For Mgmt
1.1 Elect Director Jerome J. Meyer ---
For
1.2 Elect Director Ralph R. Peterson
--- For
1.3 Elect Director E. Kay Stepp --- For
1.4 Elect Director Michael G. Thorne
--- For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Require Two Candidates for Each Against Against ShrHoldr
Board Seat
The process of finding qualified available
candidates is difficult and costly. Under this
proposal, the board would be required to
identify twice as many candidates as is
currently necessary. Those candidates would
then be asked to compete for the position on
the basis of the statements they submit for
publication in the proxy materials. Many
well-qualified candidates may refuse to submit
to such a process. This proposal also creates
the possibility of having a board with no
officers of the company as members or two
officers competing for a slot. It could also
lead to a high rate of turnover among board
members, denying the company continuity of
strategic management. The nominating body could
well have considerable difficulty devising a
slate of candidates that would ensure a balance
of skills and experience on the board.
Directors are fiduciaries who must act in the
best interest of all shareholders. The
politicization of the board election process
does not assure more responsible representation
of shareholder interests, and it may lead to
unwarranted cost and influence of special
interests. As such, we do not believe that this
proposal merits shareholder approval.
05/11/04 - A Stericycle, Inc. *SRCL* 858912108 03/15/04 3,700
1 Elect Directors For For Mgmt
1.1 Elect Director Jack W. Schuler ---
For
1.2 Elect Director Mark C. Miller ---
For
1.3 Elect Director John P. Connaughton
--- For
1.4 Elect Director Rod F. Dammeyer ---
For
1.5 Elect Director Patrick F. Graham
--- For
1.6 Elect Director John Patience --- For
1.7 Elect Director Thomas R. Reusche
--- For
1.8 Elect Director Peter Vardy --- For
1.9 Elect Director L. John Wilkerson,
Ph.D. --- For
2 Ratify Auditors For For Mgmt
3 Report on Waste Incineration Against Against ShrHoldr
In this case, we note that the company does not
have a formal EHS report; however, it does
specifically discuss the issue of waste
handling and disposal in some detail on the
company's website. Moreover, the company has
taken some steps in the development of
alternative methods of disposal and committed
to reducing the use of incineration as much as
possible based on applicable regulations and
the economic viability these alternatives. We
believe that these factors are indicative of
the company's ongoing evaluation of
alternatives to incineration, and demonstrate a
reasonable approach to the proponent's
concerns. As such, we do not believe that the
requested report is necessary at this time.
05/20/04 - A Storage Technology Corp. *STK* 862111200 04/02/04 9,910
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Provide for Cumulative Voting Against Against ShrHoldr
05/20/04 - A Swift Transportation Co., Inc. 870756103 04/09/04 7,560
*SWFT*
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Adopt Charter Language on Board Against Abstain ShrHoldr
Diversity
5 Adopt Policy to Annually Submit Against For ShrHoldr
Selection of Independent Auditor
05/27/04 - A Sybase, Inc. *SY* 871130100 04/01/04 8,680
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/26/04 - A Synopsys, Inc. *SNPS* 871607107 04/07/04 14,080
1 Elect Directors For Split Mgmt
1.1 Elect Director Aart J. de Geus ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Sasson
Somekh. We recommend that shareholders WITHHOLD
votes from Sasson Somekh for poor attendance.
1.2 Elect Director Andy D. Bryant ---
For
1.3 Elect Director Chi-Foon Chan --- For
1.4 Elect Director Bruce R. Chizen ---
For
1.5 Elect Director Deborah A. Coleman
--- For
1.6 Elect Director A. Richard Newton
--- For
1.7 Elect Director Sasson Somekh ---
Withhold
1.8 Elect Director Roy Vallee --- For
1.9 Elect Director Steven C. Walske ---
For
2 Amend Non-Employee Director Stock For Against Mgmt
Option Plan
The total cost of the company's plans of 19.23
percent is above the allowable cap for this
company of 12.60 percent.
3 Ratify Auditors For For Mgmt
04/28/04 - A TCF Financial Corp. *TCB* 872275102 03/01/04 6,210
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
06/10/04 - A Tech Data Corp. *TECD* 878237106 04/12/04 5,380
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Eliminate Class of Preferred Stock For For Mgmt
04/30/04 - A Teleflex Inc. *TFX* 879369106 03/02/04 3,540
1 Elect Directors For Split Mgmt
1.1 Elect Director Patricia C. Barron
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Donald
Beckman. We recommend that shareholders
WITHHOLD votes from Donald Beckman for standing
as an affiliated outsider on the Compensation
Committee.
1.2 Elect Director Donald Beckman ---
Withhold
1.3 Elect Director James W. Zug --- For
2 Ratify Auditors For For Mgmt
06/29/04 - A Telephone and Data Systems, 879433100 05/17/04 5,420
Inc. *TDS*
1 Declassify the Board of Directors For Against Mgmt
2 Elect Directors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/07/04 - A The Brinks Company *BCO* 109696104 03/15/04 4,760
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Amend Retirement Plan For For Mgmt
05/18/04 - A The Cheesecake Factory, Inc. 163072101 03/31/04 4,700
*CAKE*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Thomas L. Gregory
--- Withhold
We support the proposed corporate governance
reforms that Culinary Union is advocating.
While we note the positive steps the company
took in forming a Corporate Governance
Committee and in eliminating the slow-hand
provision in its poison pill, it considers them
as only partial response to shareholders'
mandate on the governance issues. The company
in its defense points out that the proposals
did not receive 80 percent of the votes
outstanding which is required to amend the
company's bylaws on some of those proposals.
However, the proposals did receive clear
majority of the votes cast. In light of the
majority support, we believe that the company
should have taken additional steps to respond
to shareholders' wishes. Our policy is to
withhold votes from the director nominees if
they ignore a shareholder proposal that was
approved by a majority of the votes cast for
two consecutive years. However, in this case,
given that the no vote campaign is a
continuation of Culinary Union's advocacy of
corporate governance reforms which we support,
and the company's minimal response to address
shareholders' mandate of last year on multiple
proposals, we recommend a WITHHOLD vote from
Thomas Gregory.
2 Amend Stock Option Plan For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
04/21/04 - A The Colonial BancGroup, Inc. 195493309 02/24/04 10,400
*CNB*
1 Elect Directors For For Mgmt
05/04/04 - A The Dun & Bradstreet Corp 26483E100 03/11/04 6,220
*DNB*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/17/04 - S The J. M. Smucker Co. *SJM* 832696405 05/03/04 4,876
1 Approve Merger Agreement For For Mgmt
Based on the fair market value, the fairness
opinion, and the potential strategic synergies,
we believe the merger agreement warrants
shareholder support.
2 Adjourn Meeting For Against Mgmt
In this case, shareholders already have enough
information to make their vote decisions. Once
their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
04/26/04 - A The Lubrizol Corp. *LZ* 549271104 03/05/04 4,560
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/27/04 - A The PMI Group, Inc. *PMI* 69344M101 04/01/04 7,980
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve Deferred Compensation Plan For For Mgmt
5 Approve Executive Incentive Bonus For For Mgmt
Plan
05/20/04 - A The Timberland Co. *TBL* 887100105 03/24/04 3,000
1 Fix Number of and Elect Directors For For Mgmt
1.1 Fix Number of and Elect Director
Sidney W. Swartz --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider John E. Beard.
We recommend that shareholders WITHHOLD votes
from John E. Beard for standing as an
affiliated outsider on the Compensation and
Nominating committees.
1 Elect Directors For Split Mgmt
1.2 Elect Director Jeffrey B. Swartz
--- For
1.3 Elect Director John E. Beard ---
Withhold
1.4 Elect Director John F. Brennan ---
For
1.5 Elect Director Ian W. Diery --- For
1.6 Elect Director Irene M. Esteves ---
For
1.7 Elect Director John A. Fitzsimmons
--- For
1.8 Elect Director Virginia H. Kent ---
For
1.9 Elect Director Bill Shore --- For
04/12/04 - S The Titan Corp. *TTN* 888266103 02/09/04 211
1 Approve Merger Agreement For For Mgmt
2 Adjourn Meeting For Against Mgmt
06/07/04 - S The Titan Corp. *TTN* 888266103 05/04/04 7,780
1 Approve Merger Agreement For For Mgmt
05/13/04 - A The Washington Post Co. *WPO* 939640108 03/15/04 820
1 Elect Directors For For Mgmt
1.1 Elect Director John L. Dotson, Jr.
--- For
1.2 Elect Director Ronald L. Olson ---
For
1.3 Elect Director Alice M. Rivlin ---
For
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/03/04 - A Tootsie Roll Industries, Inc. 890516107 03/02/04 900
*TR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Melvin J. Gordon ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Ellen R. Gordon and
Melvin J. Gordon. We recommend that
shareholders WITHHOLD votes from Ellen R.
Gordon and Melvin J. Gordon for failure to
establish an independent nominating committee.
1.2 Elect Director Ellen R. Gordon ---
Withhold
1.3 Elect Director Lana Jane
Lewis-Brent --- For
1.4 Elect Director Charles W. Seibert
--- For
1.5 Elect Director Richard P. Bergeman
--- For
2 Ratify Auditors For For Mgmt
05/25/04 - A Triad Hospitals, Inc. *TRI* 89579K109 04/09/04 6,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/10/04 - A Trinity Industries, Inc. *TRN* 896522109 03/26/04 600
1 Elect Directors For Split Mgmt
1.1 Elect Director David W. Biegler ---
For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Jess T. Hay
and Craig J. Duchossois. We recommend that
shareholders WITHHOLD votes from Jess T. Hay
and Craig J. Duchossois for standing as
affiliated outsiders on the Compensation and
Nominating committees.
1.2 Elect Director Craig J. Duchossois
--- Withhold
1.3 Elect Director Ronald J. Gafford
--- For
1.4 Elect Director Barry J. Galt --- For
1.5 Elect Director Clifford J. Grum ---
For
1.6 Elect Director Jess T. Hay ---
Withhold
1.7 Elect Director Diana S. Natalicio
--- For
1.8 Elect Director Timothy R. Wallace
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/14/04 - A TriQuint Semiconductor, Inc. 89674K103 03/24/04 11,652
*TQNT*
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/04/04 - A United Dominion Realty Trust, 910197102 03/01/04 11,100
Inc. *UDR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Eric J. Foss --- For
We recommend a vote FOR the directors with the
exception of affiliated outsiders James D.
Klingbeil and Jon A. Grove. We recommend that
shareholders WITHHOLD votes from James D.
Klingbeil and Jon A. Grove for standing as
affiliated outsiders on the Compensation
Committee.
1.2 Elect Director Robert P. Freeman
--- For
1.3 Elect Director Jon A. Grove ---
Withhold
1.4 Elect Director James D. Klingbeil
--- Withhold
1.5 Elect Director Robert C. Larson ---
For
1.6 Elect Director Thomas R. Oliver ---
For
1.7 Elect Director Lynne B. Sagalyn ---
For
1.8 Elect Director Mark J. Sandler ---
For
1.9 Elect Director Robert W. Scharar
--- For
1.10 Elect Director Thomas W. Toomey ---
For
2 Ratify Auditors For For Mgmt
05/20/04 - A United Rentals, Inc. *URI* 911363109 04/15/04 7,220
1 Elect Directors For For Mgmt
1.1 Elect Director Howard L. Clark, Jr.
--- For
1.2 Elect Director Bradley S. Jacobs
--- For
1.3 Elect Director John N. Milne --- For
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
5 Require Majority of Independent Against For ShrHoldr
Directors on Board
Although we do not agree with all of the
proponent's stringent classifications of
independent directors, we believe this proposal
sends an important message to management and is
in shareholders' best interests. While the
company's board is currently a majority
independent, the board has a significant number
of directors who have ties with management.
Furthermore the company agrees with the
proponents' basic proposition that the board
should be comprised of, at a minimum,
two-thirds of independent directors. While the
company has decreed that any future vacancies
would be filled by the independent directors
until two-thirds of the board was independent,
there is no specific time table for the board's
policy. In effect, it could be several years or
more before the board reaches this goal. As a
result, we believe that this proposal warrants
shareholder support.
6 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We generally support the submission of
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval which would
limit a board's negotiating flexibility.
Although the company has already adopted a
policy requiring shareholder approval for
severance benefits for executives to a maximum
of 2.99 times the sum of the executive's annual
base salary at the time of termination plus the
highest annual bonus paid to the executive in
the preceding three years, the company's
definition of severance agreements may not be
as rigorous as the provisions under the IRC
280G. Specifically, severance benefit should
not exceed 2.99 times of the "base amount",
that is, the individual's average annual
compensation during the five tax years prior to
the change of control. Although the company did
not make any payments under the severance
agreements that the proponent mentioned, the
company was committed to making such payments
if a change in control were to occur. We note
that the former severance benefits that are no
longer in effect were also more lucrative than
the current one in place. We believe that
seeking shareholder approval after the material
terms of the contract are agreed upon would
give the board a framework to work within and
prevent "pay for failure" packages that have
been witnessed at some companies. As such, we
believe that this proposal warrants shareholder
support.
05/05/04 - A Unitrin, Inc. *UTR* 913275103 03/15/04 5,900
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
05/19/04 - A Universal Health Services, 913903100 04/08/04 5,200
Inc. *UHS*
1 Elect Directors For For Mgmt
2 Amend Restricted Stock Plan For For Mgmt
05/11/04 - A Valassis Communications, Inc. 918866104 03/22/04 4,580
*VCI*
1 Elect Directors For Split Mgmt
1.1 Elect Director Patrick F. Brennan
--- Withhold
We recommend that shareholders WITHHOLD votes
from Compensation Committee members Ambassador
Faith Whittlesey, Marcella A. Sampson, and
Patrick F. Brennan for not aligning CEO's
compensation with shareholders interests.
1.2 Elect Director Kenneth V. Darish
--- For
1.3 Elect Director Seth Goldstein ---
For
1.4 Elect Director Barry P. Hoffman ---
For
1.5 Elect Director Walter H. Ku --- For
1.6 Elect Director Robert L. Recchia
--- For
1.7 Elect Director Marcella A. Sampson
--- Withhold
1.8 Elect Director Alan F. Schultz ---
For
1.9 Elect Director Faith Whittlesey ---
Withhold
2 Ratify Auditors For For Mgmt
04/29/04 - A Valero Energy Corp. *VLO* 91913Y100 03/01/04 10,940
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Greenhouse Gas Emissions Against Against ShrHoldr
05/20/04 - A Varco International, Inc. 922122106 03/22/04 8,540
*VRC*
1 Elect Directors For Split Mgmt
1.1 Elect Director Greg L. Armstrong
--- For
This ALERT revises our original vote
recommendation of a FOR vote for director
Richard A. Kertson. He is an affiliated
outsider on the company's Audit Committee. We
now recommend a WITHHOLD vote for this director.
1.2 Elect Director George S. Dotson ---
For
1.3 Elect Director Richard A. Kertson
--- Withhold
1.4 Elect Director John F. Lauletta ---
For
1.5 Elect Director Eric L. Mattson ---
For
1.6 Elect Director L.E. Simmons --- For
1.7 Elect Director Jeffery A. Smisek
--- For
1.8 Elect Director Douglas E. Swanson
--- For
1.9 Elect Director James D. Woods ---
For
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/10/04 - S Varian Medical Systems Inc 92220P105 04/12/04 6,300
*VAR*
1 Increase Authorized Common Stock For For Mgmt
04/28/04 - A Vectren Corp. *VVC* 92240G101 03/05/04 6,590
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
05/06/04 - A Vertex Pharmaceuticals Inc. 92532F100 03/12/04 6,720
*VRTX*
1 Elect Directors For Split Mgmt
1.1 Elect Director Joshua S. Boger ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Elaine S.
Ullian.
1.2 Elect Director Charles A. Sanders
--- For
1.3 Elect Director Elaine S. Ullian ---
Withhold
1.4 Elect Director Eve E. Slater --- For
1.5 Elect Director John F. Niblack ---
For
2 Amend Employee Stock Purchase Plan For For Mgmt
05/11/04 - A Viad Corp. 92552R109 03/12/04 7,720
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Reverse Stock Split For For Mgmt
4 Ratify Auditors For For Mgmt
05/12/04 - A Vishay Intertechnology, Inc. 928298108 03/29/04 13,920
*VSH*
1 Elect Directors For Split Mgmt
1.1 Elect Director Dr. Felix Zandman
--- Withhold
We recommend a vote FOR Zvi Grinfas but
WITHHOLD votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
Philippe Gazeau for standing as an affiliated
outsider on the Audit Committee and for failure
to establish a majority independent board. We
also recommend WITHHOLDING votes from insiders
Dr. Felix Zandman and Dr. Gerald Paul for
failure to establish a majority independent
board.
1.2 Elect Director Philippe Gazeau ---
Withhold
1.3 Elect Director Zvi Grinfas --- For
1.4 Elect Director Dr. Gerald Paul ---
Withhold
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Approve Restricted Stock Plan For For Mgmt
05/13/04 - A VISX, Inc. *EYE* 92844S105 04/01/04 4,340
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
05/11/04 - A W. R. Berkley Corp. *BER* 084423102 03/19/04 7,200
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
04/28/04 - A Waddell & Reed Financial, Inc. 930059100 03/03/04 7,240
*WDR*
1 Elect Directors For For Mgmt
04/22/04 - A Wausau-Mosinee Paper Corp 943315101 02/19/04 4,350
*WMO*
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
04/22/04 - A Webster Financial Corp. *WBS* 947890109 02/27/04 3,830
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A Werner Enterprises, Inc. 950755108 03/22/04 7,000
*WERN*
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Board Diversity Against Abstain ShrHoldr
04/22/04 - A Westamerica Bancorporation 957090103 02/23/04 2,820
*WABC*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/04 - A Westar Energy, Inc. *WR* 95709T100 03/26/04 6,320
1 Elect Directors For Split Mgmt
1.1 Elect Director B. Anthony Isaac ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider John C.
Nettels, Jr.. We recommend that shareholders
WITHHOLD votes from John C. Nettels, Jr. for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director Michael F. Morrissey
--- For
1.3 Elect Director John C. Nettels, Jr.
--- Withhold
2 Ratify Auditors For For Mgmt
3 Amend Nomination Procedures for the Against Against ShrHoldr
Board
The responsibility of selecting candidates to
serve on the board rests with the company's
Nominating and Corporate Governance Committee.
The committee evaluates the qualifications and
areas of expertise of current directors and
identifies areas for enhancement to ensure a
balance of skills, strengths, and diversity
among the directors. The company's proxy
materials state that the committee establishes
criteria for membership on the board to ensure
members have the appropriate skills to
contribute to the functioning of the board. The
committee considers candidates identified by
outside directors, candidates identified by an
executive search firm retained by the company
for that purpose, and candidates suggested by
shareholders. In the view of many
shareholders, the current director election
system simply creates self-perpetuating boards:
incumbent members select nominees to fill
vacancies and decide whether to renominate
themselves. Thus, shareholders effectively have
no meaningful choice among candidates, and the
election process becomes mere ratification of
the company's slate of nominees. Withholding
votes from a board member can serve as a
shareholder communication tool to express
displeasure with a given director. But because
directors are typically elected by a plurality
(those nominees receiving the most votes win
board seats), company nominees running
unopposed are reelected. Under current
proxy rules, only candidates nominated by the
board can appear in the company's proxy
statement. A shareholder could technically
nominate a candidate from the floor of the
annual meeting, but, since most investors vote
by mail, he is unlikely to succeed. Although
some companies' bylaws outline procedures for
shareholders to suggest possible candidates to
board nominating panels, few of these
individuals actually make it to the ballots as
nominees. Instead, shareholders wishing to
nominate an alternative slate of candidates to
run against management's must go through an
expensive and time-consuming proxy solicitation
process of their own (i.e., a proxy contest).
In October 2003, the SEC proposed new
proxy rules to give significant, long-term
shareholders greater ability to include their
director nominees in management's proxy
statement. A final rule is expected in 2004.
The proposal entails a two-step, two-year
process. In the first year, one of two
triggering events must occur, demonstrating
shareholder dissatisfaction with a company's
proxy process: (1) one or more directors at a
company receive withhold votes of 35 percent or
more of the votes cast or (2) a shareholder
proposal asking for open access, which is
submitted by holders of at least one percent of
the shares (owned for at least one year), is
approved by a majority of the votes
cast. If one of these conditions is met,
then for the following two years, the company
would be required to include in its proxy
materials one or more board nominees proposed
by holders of at least five percent of the
shares (owned for at least two years). The
number of shareholder nominees permitted would
be dictated by the size of the board: one
nominee for boards of eight or fewer directors,
two nominees for boards of nine to 19
directors, and three nominees for boards having
20 or more directors. In light of: (1)
the SEC's proposed new rule regarding open
access and (2) the fact that the company
maintains a Nominating and Corporate Governance
Committee, which considers candidates
identified by outside directors, candidates
identified by an executive search firm retained
by the company for that purpose, and candidates
suggested by shareholders, we do not believe
this item warrants shareholder support.
05/07/04 - A Western Gas Resources, Inc. 958259103 03/26/04 2,900
*WGR*
1 Elect Directors For Split Mgmt
1.1 Elect Director James A. Senty ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsiders Walter L.
Stonehocker and Bill M. Sanderson. We recommend
that shareholders WITHHOLD votes from Walter L.
Stonehocker for standing as an affiliated
outsider on the Audit Committee and for failure
to establish a majority independent board. We
also recommend that shareholders WITHHOLD votes
from Bill M. Sanderson for standing as an
affiliated outsider on the Audit and Nominating
committees, and for failure to establish a
majority independent board.
1.2 Elect Director Dean Phillips --- For
1.3 Elect Director Bill M. Sanderson
--- Withhold
1.4 Elect Director Walter L.
Stonehocker --- Withhold
2 Ratify Auditors For For Mgmt
05/13/04 - A Westwood One, Inc. *WON* 961815107 04/13/04 9,170
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/04 - A Williams-Sonoma, Inc. *WSM* 969904101 03/29/04 10,080
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/15/04 - A Wilmington Trust Corp. *WL* 971807102 03/08/04 5,780
1 Elect Directors For For Mgmt
2 Approve Employee Stock Purchase Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
06/09/04 - A Wind River Systems, Inc. 973149107 04/21/04 7,350
*WIND*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/04 - A Wisconsin Energy Corp. *WEC* 976657106 02/25/04 9,870
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For Against Mgmt
05/13/04 - A WPS Resources Corp. *WPS* 92931B106 03/24/04 3,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/04 - A XTO ENERGY CORP *XTO* 98385X106 03/31/04 20,757
1 Elect Directors For Split Mgmt
1.1 Elect Director Phillip R. Kevil ---
Withhold
We recommend that shareholders vote FOR Scott
G. Sherman but WITHHOLD votes from all the
other nominees. We recommend that shareholders
WITHHOLD votes from affiliated outsider Phillip
R. Kevil for failure to establish a majority
independent board and for standing as an
affiliated outsider on the Audit and
Compensation committees and Bob R. Simpson for
failure to establish a majority independent
board.
1.2 Elect Director Scott G. Sherman ---
For
1.3 Elect Director Bob R. Simpson ---
Withhold
2 Increase Authorized Common Stock For For Mgmt
05/20/04 - A York International Corp *YRK* 986670107 03/24/04 3,540
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
5 Ratify Auditors For For Mgmt
06/03/04 - A Zebra Technologies Corp. 989207105 04/08/04 4,200
*ZBRA*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
4 Adopt Charter Language on Board Against Abstain ShrHoldr
Diversity
Vote Summary Report
Jul 01, 2003 - Jun 30, 2004
THRIVENT PARTNER INTERNATIONAL STOCK PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
04/22/04 - A Abbey National Plc G0016Z107 None 251,799
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 16.67 For For Mgmt
Pence Per Share
4 Elect Directors For For Mgmt
5 Elect Directors For For Mgmt
6 Re-appoint Deloitte and Touche LLP For For Mgmt
as Auditors of the Company
7 Authorise Board to Fix For For Mgmt
Remuneration of the Auditors
8 Authorise EU Political Donations For For Mgmt
up to GBP 150,000 and EU Political
Expenditure up to GBP 150,000
9 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to GBP
703,722,815; USD 9,820,000; and
EUR 10,000,000
10 Approve Abbey Performance Share For For Mgmt
Plan
11 Authorise 146,277,184 Ordinary For For Mgmt
Shares for Market Purchase
12.1 Authorise 125,000,000 8.625% For For Mgmt
Sterling Preference Shares for
Market Purchase
12.2 Authorise 200,000,000 10.375% For For Mgmt
Sterling Preference Shares for
Market Purchase
12.3 Authorise 18,000,000 Series B For For Mgmt
Dollar Preference Shares for
Market Purchase
13 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 7,313,859
06/29/04 - A Adecco Sa H00392318 None 2,320
1 Receive Financial Statements and None None Mgmt
Statutory Reports
2 Receive Auditors Report None None Mgmt
3 Accept Financial Statements and For Against Mgmt
Statutory Reports
Given the pending inquiry into Adecco's
accounts and accounting practices for this past
fiscal year, this item is not supportable.
4 Approve Allocation of Income and For For Mgmt
Dividends of CHF 0.70 per Share
5 Approve Discharge of Board and For Against Mgmt
Senior Management
The actions of the board cannot be ratified for
the past fiscal year due to substantial
deficiencies in its information policy and
disclosure policy regarding its accounting
irregularities. Also, given the pending
investigation against Adecco, this item is not
supportable.
6 Elect Directors For For Mgmt
6.2.1 Ratify Ernst and Young as Auditors For For Mgmt
6.2.2 Ratify OBT AG as Special Auditors For For Mgmt
7 Amend Articles Re: Remove Voting For For Mgmt
Restrictions
04/22/04 - A Akzo-Nobel Nv N01803100 None 508
1 Open Meeting None None Mgmt
2 Receive Report of Management Board None None Mgmt
3.1 Approve Financial Statements and For For Mgmt
Statutory Reports
3.2 Approve Dividends For For Mgmt
4.1 Approve Discharge of Management For For Mgmt
Board
4.2 Approve Discharge of Supervisory For For Mgmt
Board
5 Discussion about Company's None None Mgmt
Corporate Governance Policy
6.1 Approve Stock Option Plan for For For Mgmt
Management Board
6.2 Approve Restricted Stock Plan for For For Mgmt
Management Board
6.3 Approve Executive Stock Option Plan For For Mgmt
6.4 Approve Maximum Number of Shares For For Mgmt
for LTIP
7 Elect Members of Management Board For For Mgmt
8 Fix Number of and Elect Directors For For Mgmt
8 Elect Supervisory Board Member For For Mgmt
9 Authorize Board to Prepare For For Mgmt
Financial Statements in English
10 Grant Board Authority to Issue For For Mgmt
Authorized Yet Unissued Shares
Restricting/Excluding Preemptive
Rights
11 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
12 Other Business (Non-Voting) None None Mgmt
04/22/04 - A/S Alleanza Assicurazioni SpA T02772134 04/16/04 77,836
Ordinary Business
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Fix Number of Directors on the For For Mgmt
Board; Elect Directors; Determine
Directors' Remuneration
3 Authorize Reissuance of For Against Mgmt
Repurchased Share To Service
Executive Stock Option Plan
Shareholders are asked to authorize the board
to reissue 90,000 company shares to service the
stock option plan approved by the board in
favor of the company's CEO. No specific
information is available with respect to the
underlying terms (such as vesting period or
exercise terms) of these plans. There is thus
not enough information available to make an
informed voting decision.
Special Business
1 Amend Articles To Reflect New For Against Mgmt
Italian Company Law Regulations
Item 1 of the special business agenda asks
shareholders to approve the amendment of
several articles of the company's bylaws in
order to reflect new Italian Company Law
regulations adopted with legislative decrees n.
5 and 6 adopted on Jan. 17, 2003, as modified
by legislative decree n.37 adopted on Feb. 6,
2004. The proposed amendments aim at adopting a
series of changes under one bundled resolution.
Some of the amendments are either
non-contentious or positive in nature since
they would not jeopardize shareholder value.
Others, on the other hand, propose to remove
important oversight mechanisms from
shareholders.
03/18/04 - A ASML Holding NV (Formerly ASM N07059160 None 250,270
Lithography Hldg)
1 Open Meeting None None Mgmt
2 Approve Financial Statements and For For Mgmt
Statutory Reports
3 Approve Reserves and Dividend None None Mgmt
Policy
4 Approve Discharge of Management For For Mgmt
Board
5 Approve Discharge of Supervisory For For Mgmt
Board
6 Discussion about Company's None None Mgmt
Corporate Governance Report
7 Approve Remuneration Policy for For For Mgmt
Management Board Members
8.1 Approve Stock Option Plan for For For Mgmt
Management Board; Approve
Reservation of 500,000 Shares to
Guarantee Conversion Rights
8.2 Approve Stock Option Plans for For For Mgmt
Other Employees; Approve
Reservation of 4.5 Million Shares
to Guarantee Conversion Rights
9 Increase Size of Supervisory Board For For Mgmt
from Six to Seven Members; Reelect
H. Bodt and Elect F. Froehlich and
A. van der Poel to Supervisory
Board
10 Amend Articles Re: Changes to For For Mgmt
Company's Corporate Governance
Structure to Reflect
Recommendations by Dutch Corporate
Governance Code; Indemnification
of Management and Supervisory
Boards
11 Grant Board Authority to Issue For For Mgmt
Authorized Yet Unissued Ordinary
Shares Restricting/Excluding
Preemptive Rights Up to 20 Percent
of Issued Share Capital
12 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
13 Other Business (Non-Voting) None None Mgmt
14 Close Meeting None None Mgmt
04/29/04 - A Astrazeneca Plc (Formerly G0593M107 None 110,579
Zeneca Plc)
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Confirm First Interim Dividend of For For Mgmt
USD 0.255 Per Ordinary Share and
Confirm as the Final Dividend the
Second Interim Dividend of USD
0.540 Per Ordinary Share
3 Reappoint KPMG Audit Plc as For For Mgmt
Auditors of the Company
4 Authorise Board to Fix For For Mgmt
Remuneration of the Auditors
5a Re-elect Percy Barnevik as Director For For Mgmt
5b Re-elect Hakan Mogren as Director For For Mgmt
5c Re-elect Sir Tom McKillop as For For Mgmt
Director
5d Re-elect Jonathan Symonds as For For Mgmt
Director
5e Re-elect Sir Peter Bonfield as For For Mgmt
Director
5f Re-elect John Buchanan as Director For For Mgmt
5g Re-elect Jane Henney as Director For For Mgmt
5h Elect Michele Hooper as Director For For Mgmt
5i Elect Joe Jimenez as Director For For Mgmt
5j Re-elect Erna Moller as Director For For Mgmt
5k Re-elect Dame Bridget Ogilvie as For For Mgmt
Director
5l Elect Louis Schweitzer as Director For For Mgmt
5m Re-elect Marcus Wallenberg as For For Mgmt
Director
6 Approve Remuneration Report For For Mgmt
7 Adopt New Articles of Association For For Mgmt
8 Authorise EU Political Donations For For Mgmt
up to Aggregate Nominal Amount of
USD 150,000
9 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of USD 140,456,500
10 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of USD 21,068,745
11 Authorise up to 10 Percent of the For For Mgmt
Company's Issued Share Capital for
Market Purchase
12 Approve Increase in Remuneration For For Mgmt
of Non-Executive Directors from
GBP 750,000 to GBP 1,100,000
05/26/04 - A Autonomy Corporation Plc G0669T101 None 32,183
*AUTN*
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Re-elect Michael Lynch as Director For For Mgmt
4 Elect Mark Opzoomer as Director For For Mgmt
5 Elect Sushovan Hussain as Director For For Mgmt
6 Re-appoint Deloitte and Touche as For For Mgmt
Auditors and Authorise Board to
Fix Remuneration of Auditors
7 Authorise 16,640,000 Ordinary For For Mgmt
Shares for Market Purchase
06/11/04 - A/S Aventis SA (Formerly F0590R100 None 3,008
Rhone-Poulenc )
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income and For For Mgmt
Dividends of EUR 1.23 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
6 Ratify Yves Nicolas as Alternate For For Mgmt
Auditor
Special Business
7 Amend Article 7 to Reflect 2003 For Against Mgmt
Legal Changes Re: Shareholding
Disclosure Requirement
8 Amend Article 11 to Set Term of For For Mgmt
Management Board Members at Three
Years, Down From Five Years
Previously
9 Amend Article 13 to Set Term of For For Mgmt
Supervisory Board Members at Three
Years, Down From Five Years
Previously
Ordinary Business
10 Reelect Jean-Marc Bruel as For For Mgmt
Supervisory Board Member
11 Reelect Martin Fruhauf as For For Mgmt
Supervisory Board Member
12 Reelect Serge Kampf as Supervisory For For Mgmt
Board Member
13 Reelect Hubert Markl as For For Mgmt
Supervisory Board Member
14 Reelect Gunter Metz as Supervisory For For Mgmt
Board Member
15 Reelect Didier Pineau-Valencienne For For Mgmt
as Supervisory Board Member
16 Reelect Seham Razzouqi as For For Mgmt
Supervisory Board Member
17 Reelect Michel Renault as For For Mgmt
Supervisory Board Member
18 Reelect Hans-Jurgen Schinzler as For For Mgmt
Supervisory Board Member
19 Reelect Marc Vienot as Supervisory For For Mgmt
Board Member
20 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
04/21/04 - A/S Axa (Formerly Axa-Uap) F06106102 None 30,922
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income and For For Mgmt
Dividends of EUR 0.57 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Reelect Claude Bebear as For Against Mgmt
Supervisory Board Member
Lack of information regarding current board
composition and board committee membership.
6 Ratify Mazars & Guerard as Auditors For For Mgmt
7 Ratify Jean Louis Simon as For For Mgmt
Alternate Auditor
8 Elect Willy Avereyn as None Against Mgmt
Representative of Employee
Shareholders to the Supervisory
Board, Pending Approval of Item 13
Board composition should reflect the
shareholder base of the company. Only one
candidate for representative of employee
shareholders can be appointed under Items 8-10.
Candidate proposed under Item 10 is
management's choice.
9 Elect Cees de Jong as None Against Mgmt
Representative of Employee
Shareholders to the Supervisory
Board, Pending Approval of Item 13
Board composition should reflect the
shareholder base of the company. Only one
candidate for representative of employee
shareholders can be appointed under Items 8-10.
Candidate proposed under Item 10 is
management's choice.
10 Elect Jacques Tabourot as For For Mgmt
Representative of Employee
Shareholders to the Supervisory
Board, Pending Approval of Item 13
11 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
Special Business
12 Allow Board to Issue Shares in the For Against Mgmt
Event of a Public Tender Offer or
Share Exchange Offer
Potential antitakeover device.
13 Amend Article 10 Re: Appointment For For Mgmt
of Representative of Employee
Shareholders to the Supervisory
Board
14 Amend Article 10 Re: Appointment Against Against Mgmt
of Employee Representative to the
Supervisory Board
15 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
16 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
12/29/03 - S Banca Intesa SPA (Formerly T17074104 None 228,087
IntesaBci Spa )
Ordinary Business
1 Fix Number of Directors on the For Against Mgmt
Board; Elect Directors; Determine
Directors' Term and Remuneration
Shareholders are asked to fix the size of the
board of directors and to elect and set the
remuneration of each member of the board. Board
of directors may be composed of a number of
members between 15 and 25, directors are
elected for three-year terms, and they may be
reelected. No information is disclosed with
respect to directors remuneration which will be
also voted on at this general meeting. Bank did
not disclose candidate information due to the
existence of the shareholder pact (even though
other Italian banks in the same situation do);
bank does not incorporate governance practices
such as the adoption of a Nominating or Audit
Committee.
01/13/04 - S Banca Intesa SPA (Formerly T17074104 None 228,087
IntesaBci Spa )
Ordinary Business
1 Fix Number of Directors on the For Against Mgmt
Board; Elect Directors; Determine
Directors' Term and Remuneration
04/14/04 - A Banca Intesa SPA (Formerly T17074104 04/09/04 13,000
IntesaBci Spa )
Annual Meeting Agenda
1 Approve Financial Statements, For For Mgmt
Statutory Reports, Allocation of
Income, and Distribution of
Reserves and/or Company Shares
04/15/04 - A Banca Intesa SPA (Formerly T17074104 None 13,000
IntesaBci Spa )
Annual Meeting Agenda
1 Approve Financial Statements, For For Mgmt
Statutory Reports, Allocation of
Income, and Distribution of
Reserves and/or Company Shares
06/23/04 - S Banca Intesa SPA (Formerly T17074104 06/18/04 8,301
IntesaBci Spa )
Special Meeting Agenda
1 Amend Articles To Reflect New For Against Mgmt
Italian Company Law Regulations
Some of the proposed articles would remove
important oversight mechanisms from
shareholders and would have the effect of
limiting rights that shareholders would be
entitled to once the new Italian Company Law
provisions would become effective.
06/24/04 - S Banca Intesa SPA (Formerly T17074104 None 8,301
IntesaBci Spa )
Special Meeting Agenda
1 Amend Articles To Reflect New For Against Mgmt
Italian Company Law Regulations
02/27/04 - A Banco Bilbao Vizcaya E11805103 02/27/04 309,384
Argentaria
1 Approve Financial Statements, For For Mgmt
Allocation of Income and
Distribution of Dividend, and
Discharge Directors
2 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with or
without Preemptive Rights
3 Authorize Issuance of Bonds up to For For Mgmt
Aggregate Nominal Amount of EUR
71.8 Billion
4 Amend Articles 24, 29, 31, 34, 35, For For Mgmt
37, 38, 45 Re: Attendance Rights,
Shareholder Information Rights,
Adoption of Agreements, Board
Election and Size, Board Member
Requirements, Board Vacancies,
Chairman and Secretary, Creation
and Composition of Board
5 Approve General Meeting For For Mgmt
Guidelines; Information Re: Board
Guidelines
6 Approve Listing (or Delisting) of For For Mgmt
Shares on Secondary/Foreign
Exchanges
7 Authorize Repurchase of Shares and For For Mgmt
Subsequent Cancellation of
Repurshased Shares
8 Reelect Deloitte & Touche Espana, For For Mgmt
S.L. as Auditors
9 Elect Jose Antonio Fernandez For For Mgmt
Rivero and Carlos Loring as New
Directors; Reelect Directors
10 Approve Fund Transfer to Employee For For Mgmt
Retirement Fund
11 Authorize Board to Ratify and For For Mgmt
Execute Approved Resolutions
04/30/04 - A Banco Popolare di Verona e T1866D101 04/23/04 2,860
Novara Scrl (Frmly Banca
Popolare
Annual Meeting Agenda
1 Receive Directors' and Auditors' None None Mgmt
Reports
2 Approve Financial Statements and For For Mgmt
Allocation of Income
3 Approve Renunciation of Legal For For Mgmt
Action Against Manager of Former
Banca Popolare di Novara S.c.a.r.l
4 Elect Six Directors for the For Against Mgmt
Three-Year Term 2004-2006
Lack of information
5 Elect One Director for the For Against Mgmt
Two-Year Term 2004-2005
Lack of information
06/18/04 - A Banco Santander Central E19790109 None 44,516
Hispano (frmly banco
Santander)
1 Accept Individual and Consolidated For For Mgmt
Financial Statements and Statutory
Reports
2 Approve Allocation of Income For For Mgmt
3 Reelect and Ratify Management Board For For Mgmt
4 Reelect Deloitte & Touche Espana For For Mgmt
SL as Auditors
5 Authorize Share Repurchase Program For For Mgmt
6 Amend Articles 8,15,16,22,and 23 For For Mgmt
Re: Share Registry Entity,
Elimination of Shareholding
Requirement to Attend Shareholder
Meetings, Remote Voting and
Attendance; Add New Article and
Change Numeration of Company's
By-Laws
7 Approve New General Meeting For For Mgmt
Guidelines
8 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights
9 Authorize Issuance of For For Mgmt
Non-Convertible Bonds
10 Authorize Board to Ratify and For For Mgmt
Execute Approved Resolutions
11 Accept Board Guidelines Report For For Mgmt
06/19/04 - A Banco Santander Central E19790109 None 178,064
Hispano (frmly banco
Santander)
1 Accept Individual and Consolidated For For Mgmt
Financial Statements and Statutory
Reports
2 Approve Allocation of Income For For Mgmt
3 Reelect and Ratify Management Board For For Mgmt
4 Reelect Deloitte & Touche Espana For For Mgmt
SL as Auditors
5 Authorize Share Repurchase Program For For Mgmt
6 Amend Articles 8,15,16,22,and 23 For For Mgmt
Re: Share Registry Entity,
Elimination of Shareholding
Requirement to Attend Shareholder
Meetings, Remote Voting and
Attendance; Add New Article and
Change Numeration of Company's
By-Laws
7 Approve New General Meeting For For Mgmt
Guidelines
8 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights
9 Authorize Issuance of For For Mgmt
Non-Convertible Bonds
10 Authorize Board to Ratify and For For Mgmt
Execute Approved Resolutions
11 Accept Board Guidelines Report For For Mgmt
04/30/04 - A Bayer Ag D07112119 None 1,968
1 Receive Financial Statements, For For Mgmt
Statutory Reports, and Board
Reports; Approve Allocation of
Income and Dividends of EUR 0.50
Per Share
2 Approve Discharge of Management For For Mgmt
Board
3 Approve Discharge of Supervisory For For Mgmt
Board
4 Approve Issuance of Convertible For For Mgmt
Bonds and/or Bonds with Warrants
Attached up to Aggregate Nominal
Amount of EUR 4 Billion with
Preemptive Rights; Approve
Creation of EUR 186.9 Million Pool
of Conditional Capital to
Guarantee Conversion Rights
5 Authorize Share Repurchase Program For For Mgmt
and Reissuance of Repurchased
Shares
6 Approve Restructuring Plan For For Mgmt
7 Approve Affiliation Agreements For For Mgmt
with Subsidiaries
8 Amend Articles Re: Renumeration of For For Mgmt
Supervisory Board Members
9 Ratify PWC Deutsche Revision AG as For For Mgmt
Auditors
04/29/04 - A Bayerische Hypo- und D08064103 None 37,784
Vereinsbank AG
1 Receive Financial Statements and None None Mgmt
Statutory Reports
2 Approve Discharge of Management For For Mgmt
Board
3 Approve Discharge of Supervisory For For Mgmt
Board
4A Reelect Manfred Bischoff to the For For Mgmt
Supervisory Board
4B Reelect Volker Doppelfeld to the For For Mgmt
Supervisory Board
4C Reelect Max Kley to the For For Mgmt
Supervisory Board
4D Reelect Lothar Meyer to the For For Mgmt
Supervisory Board
4E Reelect Hans-Juergen Schinzler to For For Mgmt
the Supervisory Board
4F Reelect Albrecht Schmidt to the For For Mgmt
Supervisory Board
4G Reelect Siegfried Sellitsch to the For For Mgmt
Supervisory Board
4H Reelect Wilhelm Simson to the For For Mgmt
Supervisory Board
4I Reelect Hans-Werner Sinn to the For For Mgmt
Supervisory Board
4J Elect Mathias Doepfner to the For For Mgmt
Supervisory Board
4K Elect Diether Muenich to the For For Mgmt
Supervisory Board
5 Approve Creation of EUR 990 For Against Mgmt
Million Pool of Conditional
Capital without Preemptive Rights
Excessive dilution of 40%.
6 Authorize Issuance of For For Mgmt
Participation Certificates Up to
Aggregate Nominal Value of EUR 1
Billion
7 Authorize Repurchase of up to Ten For For Mgmt
Percent of Issued Share Capital
8 Authorize Share Repurchase Program For For Mgmt
and Reissuance of Repurchased
Shares
9 Amend Articles For For Mgmt
10 Approve Affiliation Agreements For For Mgmt
with Subsidiaries (HVB Principal
Equity GmbH, and HVB Profil
Gesellschaft fuer
Personalmanagement mbH)
11 Approve Affiliation Agreements For For Mgmt
with Subsidiaries (HVB-Offene
Unternehmensbeteiligungs-AG, and
INDEXCHANGE Investment AG)
12 Ratify KPMG Deutsche Treuhand For For Mgmt
Gesellschaft AG as Auditors
11/13/03 - A BHP Billiton Limited (Formerly Q1498M100 11/11/03 160,648
BHP Ltd.)
1 Accept Financial Statements for For For Mgmt
BHP Billiton Ltd and Statutory
Reports for the Year Ended June
30, 2003
2 Accept Financial Statements and For For Mgmt
Statutory Reports for BHP Billiton
Plc for the Year Ended June 30,
2003
3 Elect D C Brink as Director of BHP For For Mgmt
Billiton Ltd
4 Elect D C Brink as Director of BHP For For Mgmt
Billiton Plc
5 Elect M A Chaney as Director of For For Mgmt
BHP Billiton Ltd
6 Elect M A Chaney as Director of For For Mgmt
BHP Billiton Plc
7 Elect Lord Renwick of Clifton as For For Mgmt
Director of BHP Billiton Ltd
8 Elect Lord Renwick of Clifton as For For Mgmt
Director of BHP Billitoon Plc as
Director
9 Elect M Salamon as Director of BHP For For Mgmt
Billiton Ltd
10 Elect M Salamon as Director of BHP For For Mgmt
Billiton Plc
11 Elect J G Buchanan as Director of For For Mgmt
BHP Billiton Ltd
12 Elect J G Buchanan as Director of For For Mgmt
BHP Billiton Plc
13 Approve KPMG Audit Plc and For For Mgmt
PricewaterhouseCoopers LLP as
Auditors and Authorize Board to
Fix Their Remuneration
14 Approve Authority to Allot Shares For For Mgmt
in BHP Billiton Plc
15 Approve Renewal of Authority to For For Mgmt
Allot Equity Securities for Cash
16 Authorize Share Repurchase Program For For Mgmt
17 Approve Remuneration Report for For For Mgmt
the Year Ended June 30, 2003
18 Approve the Grant of Deferred For For Mgmt
Shares, Options and Performance
Shares to Executive Director and
Chief Executive Officer, C W
Goodyear Under the BHP Billiton
Limited Group Incentive Scheme
19 Approve the Grant of Deferred For For Mgmt
Shares, Options and Performance
Shares to Executive Director and
Senior Minerals Executive, M
Salamon Under the BHP Billiton Plc
Group Incentive Scheme
05/13/04 - A/S BNP Paribas SA (Fm. Banque F1058Q238 None 66,459
Nationale De Paris)
Ordinary Business
1 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
2 Approve Financial Statements and For For Mgmt
Statutory Reports
3 Approve Allocation of Income and For For Mgmt
Dividends of EUR 2.175 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Authorize Issuance of For For Mgmt
Bonds/Debentures in the Nominal
Value of Up to EUR 30 Billion
6 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
7 Reelect Louis Schweitzer as For For Mgmt
Director
8 Reelect Lindsay Owen-Jones as For For Mgmt
Director
9 Confirm Expiration of Term of For For Mgmt
David Peake as Director
10 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
Special Business
11 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 1 Billion
12 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 340 Million
13 Authorize Capitalization of For For Mgmt
Reserves of Up to EUR 1 Billion
for Bonus Issue or Increase in Par
Value
14 Allow Board to Issue Shares in the For For Mgmt
Event of a Public Tender Offer or
Share Exchange Offer, Subject to
Certain Conditions
15 Amend Terms of Capital Increase For For Mgmt
Reserved for Employees
Participating in Savings-Related
Share Purchase Plan Submitted to
Shareholder Vote at May 14, 2003,
AGM/EGM
16 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
17 Amend Articles of Association Re: For For Mgmt
Role of Chairman, Access to
Information, Internal Control
Procedures, Convening of Board
Meetings, and Signing of the
Minutes of Board Meetings
18 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
05/28/04 - A/S BNP Paribas SA (Fm. Banque F1058Q238 None 8,611
Nationale De Paris)
Ordinary Business
1 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
2 Approve Financial Statements and For For Mgmt
Statutory Reports
3 Approve Allocation of Income and For For Mgmt
Dividends of EUR 2.175 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Authorize Issuance of For For Mgmt
Bonds/Debentures in the Nominal
Value of Up to EUR 30 Billion
6 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
7 Reelect Louis Schweitzer as For For Mgmt
Director
8 Reelect Lindsay Owen-Jones as For For Mgmt
Director
9 Confirm Expiration of Term of For For Mgmt
David Peake as Director
10 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
Special Business
11 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 1 Billion
12 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 340 Million
13 Authorize Capitalization of For For Mgmt
Reserves of Up to EUR 1 Billion
for Bonus Issue or Increase in Par
Value
14 Allow Board to Issue Shares in the For For Mgmt
Event of a Public Tender Offer or
Share Exchange Offer, Subject to
Certain Conditions
15 Amend Terms of Capital Increase For For Mgmt
Reserved for Employees
Participating in Savings-Related
Share Purchase Plan Submitted to
Shareholder Vote at May 14, 2003,
AGM/EGM
16 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
17 Amend Articles of Association Re: For For Mgmt
Role of Chairman, Access to
Information, Internal Control
Procedures, Convening of Board
Meetings, and Signing of the
Minutes of Board Meetings
18 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
05/21/04 - A Cadbury Schweppes Plc G17444152 None 101,849
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Final Dividend of 8.35 For For Mgmt
Pence Per Ordinary Share
3 Approve Remuneration Report For For Mgmt
4 Re-elect John Sunderland as For For Mgmt
Director
5 Elect Ken Hanna as Director For For Mgmt
6 Re-elect Rick Braddock as Director For For Mgmt
7 Re-elect Roger Carr as Director For For Mgmt
8 Re-elect David Thompson as Director For For Mgmt
9 Re-appoint Deloitte and Touche LLP For For Mgmt
as Auditors of the Company
10 Authorise Board to Fix For For Mgmt
Remuneration of the Auditors
11 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 85.27 Million
12 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 12.92 Million
13 Authorise 25.84 Million Ordinary For For Mgmt
Shares for Market Purchase
14 Amend Cadbury Schweppes Share For For Mgmt
Option Plan 1994
15 Amend Cadbury Schweppes plc 1997 For For Mgmt
Long-Term Incentive Plan
16 Approve Cadbury Schweppes Bonus For For Mgmt
Share Retention Plan 2004
17 Amend Overseas Employee Share For For Mgmt
Schemes
18 Authorise the Board to Establish For For Mgmt
Further Employees Share Plan or
Plans
03/30/04 - A Canon Inc. J05124144 12/31/03 46,000
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 15, Final JY 35,
Special JY 0
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
4.2 Appoint Internal Statutory Auditor For For Mgmt
4.3 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor cannot be expected to fulfill the role
of independent monitor of the company's
activities on behalf of all shareholders.
5 Appoint Additional External Auditor For For Mgmt
6 Approve Retirement Bonuses for For For Mgmt
Directors and Statutory Auditors
7 Approve Adjustment to Aggregate For For Mgmt
Compensation Ceiling for Directors
and Statutory Auditors
04/29/04 - A Capita Group plc G1846J107 None 92,300
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 2.7 For For Mgmt
Pence Per Share
4 Re-elect Rodney Aldridge as For For Mgmt
Director
5 Re-elect Peter Cawdron as Director For For Mgmt
6 Re-appoint Ernst and Young LLP as For For Mgmt
Auditors of the Company
7 Authorise Board to Fix For For Mgmt
Remuneration of the Auditors
8 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 4,403,547
9 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 667,207
10 Authorise 66,720,159 Ordinary For For Mgmt
Shares for Market Purchase
04/22/04 - A Carnival PLC (formerly P & O G19081101 None 19,076
Princess Cruises Plc)
1 Re-elect Micky Arison as Director For For Mgmt
of Carnival Corporation and
Carnival plc
2 Re-elect Ambassador Richard Capen For For Mgmt
Jr as Director of Carnival
Corporation and Carnival plc
3 Re-elect Robert Dickinson as For For Mgmt
Director of Carnival Corporation
and Carnival plc
4 Re-elect Arnold Donald as Director For For Mgmt
of Carnival Corporation and
Carnival plc
5 Re-elect Pier Luigi Foschi as For For Mgmt
Director of Carnival Corporation
and Carnival plc
6 Re-elect Howard Frank as Director For For Mgmt
of Carnival Corporation and
Carnival plc
7 Re-elect Baroness Hogg as Director For For Mgmt
of Carnival Corporation and
Carnival plc
8 Re-elect Kirk Lanterman as For For Mgmt
Director of Carnival Corporation
and Carnival plc
9 Re-elect Modesto Maidique as For For Mgmt
Director of Carnival Corporation
and Carnival plc
10 Elect John McNulty as Director of For For Mgmt
Carnival Corporation and Carnival
plc
11 Re-elect Peter Ratcliffe as For For Mgmt
Director of Carnival Corporation
and Carnival plc
12 Re-elect Sir John Parker as For For Mgmt
Director of Carnival Corporation
and Carnival plc
13 Re-elect Stuart Subotnick as For For Mgmt
Director of Carnival Corporation
and Carnival plc
14 Re-elect Uzi Zucker as Director of For For Mgmt
Carnival Corporation and Carnival
plc
15 Reappoint PricewaterhouseCoopers For For Mgmt
LLP as Auditors of the Company
16 Authorise the Board to Fix For For Mgmt
Remuneration of the Auditors
17 Accept Financial Statements and For For Mgmt
Statutory Reports
18 Approve Remuneration Report For For Mgmt
19 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of USD 24,299,397
20 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of USD 17,535,030
04/29/04 - A Celesio AG (formerly Gehe AG) D1497R104 None 505
1 Receive Financial Statements and None None Mgmt
Statutory Reports
2 Approve Allocation of Income and For For Mgmt
Dividends of EUR 0.90 per Share
3 Approve Discharge of Management For For Mgmt
Board
4 Approve Discharge of Supervisory For For Mgmt
Board
5 Ratify PricewaterhouseCoopers For For Mgmt
Deutsche Revision AG as Auditors
05/10/04 - A Centrica PLC G2018Z127 None 259,100
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 3.7 For For Mgmt
Pence Per Share
4 Re-elect Phil Bentley as Director For For Mgmt
5 Re-elect Mark Clare as Director For For Mgmt
6 Re-elect Roger Carr as Director For For Mgmt
7 Re-appoint PricewaterhouseCoopers For For Mgmt
LLP as Auditors of the Company
8 Authorise Board to Fix For For Mgmt
Remuneration of the Auditors
9 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 37,993,659
10 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 11,850,317
11 Authorise 426,611,414 Ordinary For For Mgmt
Shares for Market Purchase
12 Authorise EU Political Donations For For Mgmt
up to Aggregate Nominal Amount of
GBP 125,000
07/31/03 - A Check Point Software M22465104 06/23/03 21,815
Technologies Inc *CHKP*
1 Elect Gil Shwed, Marius Nacht, For For Mgmt
David Rubner, Alex Serge Vieux,
and Dr. Tal Shavit as Directors
2 Elect Irwin Federman and Ray For For Mgmt
Rothrock as External Directors
3 Authorization for Chairman of the For For Mgmt
Board to Serve as Chairman of the
Board and Cheif Executive Officer
4 Accept Financial Statements for For For Mgmt
the Year Ended December 31, 2002
5 Approve Kost Forer & Gabbay as For For Mgmt
Auditors and Authorize Board to
Fix Their Remuneration
6 Approve Options to Purchase Two For Against Mgmt
Million Shares to Gil Shwed,
Director and Officer, and One
Million Shares to Marius Nacht,
Director and Officer
Excessive dilution of 29.7%
06/30/04 - A Check Point Software M22465104 05/21/04 22,515
Technologies Inc *CHKP*
Meeting for Holders of ADRs
1 ELECTION OF DIRECTORS (OTHER THAN For For Mgmt
OUTSIDE DIRECTORS): (NOTE:
DIRECTORS ARE ELECTED AS A GROUP,
NOT INDIVIDUALLY): GIL SHWED,
MARIUS NACHT, DAVID RUBNER, TAL
SHAVIT.
2 TO RATIFY THE CONSOLIDATED For For Mgmt
FINANCIAL STATEMENTS OF THE
COMPANY FOR THE YEAR ENDED
DECEMBER 31, 2003.
3 TO RATIFY THE APPOINTMENT AND For For Mgmt
COMPENSATION OF THE COMPANY S
INDEPENDENT PUBLIC ACCOUNTANTS.
4 TO APPROVE AMENDMENT TO DIRECTORS For Against Mgmt
COMPENSATION.
Excessive dilution of 22.47%.
5 TO APPROVE EXECUTIVE OFFICERS For Against Mgmt
COMPENSATION.
Excessive dilution of 22.47%.
05/20/04 - A Cheung Kong Holdings Y13213106 05/18/04 132,000
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Final Dividend of HK$1.30 For For Mgmt
Per Share
3a Reelect Chung Sun Keung, Davy as For For Mgmt
Director
3b Reelect Ip Tak Chuen, Edmond as For For Mgmt
Director
3c Reelect Chiu Kwok Hung, Justin as For For Mgmt
Director
3d Reelect Chow Kun Chee, Roland as For For Mgmt
Director
3e Reelect Wong Yick-ming, Rosanna as For For Mgmt
Director
3f Reelect Yeh Yuan Chang, Anthony as For For Mgmt
Director
4 Reappoint Deloitte Touche Tohmatsu For For Mgmt
as Auditors and Authorize Board to
Fix Their Remuneration
5a Approve Issuance of Equity or For Against Mgmt
Equity-Linked Securities without
Preemptive Rights
Authority provides too much discretion and
allows directors to issue shares at steep
discounts to related parties. Directors may
also renew the share issuance amount under this
authority without shareholder approval.
5b Approve Repurchase of Up to 10 For For Mgmt
Percent of Issued Capital
5c Authorize Reissuance of For For Mgmt
Repurchased Shares
05/20/04 - S Cheung Kong Holdings Y13213106 05/18/04 132,000
Special Business
1 Amend Articles Re: Nomination of For For Mgmt
Directors, Voting at Meetings,
Issuance of Share Certificate,
Removal of Director by Ordinary
Resolution
08/20/03 - S China Trust Financial Holdings Y15093100 07/21/03 435,000
Company Ltd.
1.1 Receive Report on Issuance of 2003 None None Mgmt
Corporate Bonds
2.1 Approve Equity Swap to Acquire For For Mgmt
Grand Commercial Bank
2.2 Amend Articles of Association For For Mgmt
3.1 Other Business None None Mgmt
06/11/04 - A China Trust Financial Holdings Y15093100 04/12/04 771,850
Company Ltd.
1.1 Receive Report on 2003 Business None None Mgmt
Operation Results
1.2 Receive Supervisors' Report None None Mgmt
1.3 Receive Report on Execution of None None Mgmt
Treasury Stocks
1.4 Receive Report on Execution of None None Mgmt
Unsecured Subordinate Corporate
Bonds
2.1 Accept the Revision of Plan for For Against Mgmt
Utilization of 2002 Euro
Convertible Bonds Funds
2.2 Accept Financial Statements and For For Mgmt
Statutory Reports
2.3 Approve Allocation of Income and For For Mgmt
Dividends
3.1 Amend Operating Procedures for the For For Mgmt
Loan of Funds and Guarantees to
Other Parties
3.2 Approve Capitalization of Capital For For Mgmt
Reserve
3.3 Amend Articles of Association For For Mgmt
4 Other Business None None Mgmt
11/26/03 - A Coles Myer Ltd. Q26203101 10/27/03 145,000
1 Presentations by Chairman and None None Mgmt
Chief Executive Officer
2 Accept Financial Statements and None None Mgmt
Statutory Reports
3a Elect Richard H. Allert as Director For For Mgmt
3b Elect R. Keith Barton as Director For For Mgmt
3c Elect William P. Gurry as Director For For Mgmt
3d Elect Anthony G. Hodgson as For For Mgmt
Director
3e Elect Sandra V. McPhee as Director For For Mgmt
3f Elect J. Michael Wemms as Director For For Mgmt
4 Approve Issuance of 1.5 Million For For Mgmt
Options to John E. Fletcher,
Managing Director and Chief
Executive Officer
06/10/04 - A/S Compagnie De Saint Gobain F80343100 None 30,979
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income and For For Mgmt
Dividends of EUR 1.725 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
6 Reelect Jean-Louis Beffa as For For Mgmt
Director
7 Reelect Isabelle Bouillot as For For Mgmt
Director
8 Reelect Sylvia Jay as Director For For Mgmt
9 Reelect Jose Luis Leal as Director For For Mgmt
10 Ratify Appointment of Gian Paolo For For Mgmt
Caccini as Director
11 Ratify PricewaterhouseCoopers For For Mgmt
Audit as Auditors
12 Ratify KPMG Audit as Auditors For For Mgmt
13 Ratify Yves Nicolas as Alternate For For Mgmt
Auditor
14 Ratify Jean-Paul Vellutini as For For Mgmt
Alternate Auditor
Special Business
15 Amend Articles of Association to For Against Mgmt
Reflect 2003 Legal Changes Re:
Shareholding Disclosure
Requirement, Access to Company
Information, and Responsibilities
of the Chairman
16 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
02/16/04 - A Compass Group Plc G23296182 None 1,037,350
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 5.7 For For Mgmt
Pence Per Share
4 Re-elect Michael Bailey as Director For For Mgmt
5 Re-elect Denis Cassidy as Director For For Mgmt
6 Re-elect Sir Francis Mackay as For For Mgmt
Director
7 Ratify Deloitte and Touche LLP as For For Mgmt
Auditors
8 Authorise Board to Fix For For Mgmt
Remuneration of Auditors
9 Authorise EU Political Donations For For Mgmt
up to GBP 125,000
10 Amend the Compass Group UK For For Mgmt
Savings-Related Share Option
Scheme, the Compass Group PLC
Internation Sharesave Scheme, the
Compass Group Share Option Plan,
the Compass Group Management Share
Option Plan and the Compass Group
Long-Term Incentive Plan
11 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 10.8 Million
12 Authorise 216,887,191 Shares for For For Mgmt
Market Repurchase
05/19/04 - A/S CREDIT AGRICOLE SA F22797108 None 185,518
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Discharge Directors
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income and For For Mgmt
Dividends of EUR 0.825 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Elect Alain Dieval as Director in For Against Mgmt
Replacement of Pierre Bastide
Lack of information
6 Elect Daniel Lebegue as Director For Against Mgmt
in Replacement of Jean Peyrelevade
Lack of information
7 Elect Michel Michaut as Director For Against Mgmt
in Replacement of Jean-Marie Sander
Lack of information
8 Reelect Pierre Bru as Director For Against Mgmt
Lack of information
9 Reelect Yves Couturier as Director For Against Mgmt
Lack of information
10 Reelect Pierre Kerfriden as For Against Mgmt
Director
Lack of information
11 Reelect Jean Le Brun as Director For Against Mgmt
Lack of information
12 Confirm End of Term of Cabinet For For Mgmt
Alain Laine as Auditors and
Cabinet Mazars & Guerard as Deputy
Auditor and Appoint New Auditors
13 Authorize Issuance of For For Mgmt
Bonds/Debentures Up to Aggregate
Amount of EUR 20 Billion
14 Approve Remuneration of Directors For For Mgmt
in the Aggregate Amount of EUR
670,000
15 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
Special Business
16 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 1 Billion
17 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 1 Bilion
18 Authorize Capitalization of For For Mgmt
Reserves of Up to EUR 3 Billion
for Bonus Issue or Increase in Par
Value
19 Approve Capital Increase Reserved For For Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
20 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
21 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
06/29/04 - A Credit Saison Co. Ltd. J7007M109 03/31/04 31,900
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 0, Final JY 18, Special
JY 0
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
3 Elect Directors For For Mgmt
4 Approve Retirement Bonuses for For For Mgmt
Directors
04/30/04 - A Credit Suisse Group (Formerly H3698D419 None 260,240
Cs Holding)
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Discharge of Board and For For Mgmt
Senior Management
3.1 Approve Allocation of Income and For For Mgmt
Omission of Dividends
3.2 Approve CHF 597.5 Million For For Mgmt
Reduction in Share Capital via
Reduction in Par Value and
Repayment to Shareholders
4 Elect Directors For For Mgmt
4.2 Reelect KPMG Klynveld Peat Marwick For For Mgmt
Goerdeler SA as Auditors
4.3 Reelect BDO Sofirom as Special For For Mgmt
Auditors
5.1 Amend Articles Re: Submission of For For Mgmt
Shareholder Proposals
5.2 Amend Articles Re: Delete For For Mgmt
Provisions Concerning
Contributions In Kind
06/29/04 - A Dai Nippon Printing Co. Ltd. J10584100 03/31/04 74,000
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 9.5, Final JY 11.5,
Special JY 0
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
Because allowing the company to repurchase
shares solely at the board's discretion is not
in shareholders' interest, this item is not
supportable.
3 Elect Director For For Mgmt
4 Approve Retirement Bonuses for For For Mgmt
Directors
06/29/04 - A Daito Trust Construction Co. J11151107 03/31/04 1,800
Ltd.
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 30, Final JY 33,
Special JY 0
2 Authorize Share Repurchase Program For For Mgmt
3 Amend Articles to: Amend Articles For For Mgmt
to: Decrease Authorized Capital to
Reflect Share Repurchase -
Authorize Share Repurchases at
Board's Discretion - Limit
Directors' and Internal Auditors'
Legal Liability
Because allowing the company to repurchase
shares solely at the board's discretion is not
in shareholders' interest, this item is not
supportable.
4 Elect Director For For Mgmt
5.1 Appoint Internal Statutory Auditor For For Mgmt
5.2 Appoint Internal Statutory Auditor For For Mgmt
6 Approve Retirement Bonuses for For For Mgmt
Director and Statutory Auditor
The payment of such bonuses to non-executives
is a highly inappropriate practice.
7 Approve Executive Stock Option Plan For Against Mgmt
Maximum dilution from this plan, coupled with
Daito Trust's previous option plans, exceeds 10
percent.
8 Approve Amendment to Stock Option For For Mgmt
Plan Approved at 2001 AGM
06/23/04 - A Daiwa Securities Group Co. J11718111 03/31/04 316,000
Ltd.
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 0, Final JY 10, Special
JY 0
2 Amend Articles to: Adopt For For Mgmt
U.S.-Style Board Structure -
Reduce Maximum Board Size -
Authorize Share Repurchases at
Board's Discretion
3 Elect Directors For For Mgmt
4 Approve Retirement Bonuses for For For Mgmt
Director and Statutory Auditors,
and Special Payments to Continuing
Directors in Connection with
Abolition of Retirement Bonus
System
The payment of such bonuses to non-executives
is a highly inappropriate practice.
5 Approve Executive Stock Option Plan For For Mgmt
06/24/04 - A Denso Corp. J12075107 03/31/04 60,100
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 11, Final JY 13,
Special JY 0
2 Authorize Share Repurchase Program For For Mgmt
3 Amend Articles to: Expand Business For For Mgmt
Lines - Reduce Board Size - Reduce
Directors Term in Office -
Authorize Share Repurchases at
Board's Discretion
4 Elect Directors For For Mgmt
5 Approve Executive Stock Option Plan For For Mgmt
6 Amend Stock Option Plans Approved For For Mgmt
at Last Four AGMs
7 Approve Retirement Bonuses for For For Mgmt
Directors
06/02/04 - A Deutsche Bank D18190898 05/27/04 148
1 Receive Financial Statements and None None Mgmt
Statutory Reports
2 Approve Allocation of Income and For For Mgmt
Dividends of EUR 1.50 per Share
3 Approve Discharge of Management For For Mgmt
Board
4 Approve Discharge of Supervisory For For Mgmt
Board
5 Ratify KPMG Deutsche For For Mgmt
Treuhand-Gesellschaft AG as
Auditors
6 Authorize Repurchase of up to Ten For For Mgmt
Percent of Issued Share Capital
for Trading Purposes
7 Authorize Share Repurchase Program For For Mgmt
and Reissuance of Repurchased
Shares
8 Approve Creation of EUR 150 For For Mgmt
Million Pool of Conditional
Capital with Preemptive Rights
9 Approve Creation of EUR 48 Million For For Mgmt
Pool of Conditional Capital with
Preemptive Rights
10 Approve Issuance of Convertible For For Mgmt
Bonds and/or Bonds with Warrants
Attached up to Aggregate Nominal
Amount of EUR 6 Billion with
Preemptive Rights; Approve
Creation of EUR 150 Million Pool
of Conditional Capital to
Guarantee Conversion Rights
05/12/04 - S Dexia B3357R218 None 2,598
Special Meeting Agenda
1 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
2 Authorize Board to Repurchase For Against Mgmt
Shares in the Event of a Public
Tender Offer or Share Exchange
Offer
Potential antitakeover device
3 Approve Cancellation of Company's For For Mgmt
Repurchased Shares
4 Authorize Board to Issue Shares in For Against Mgmt
the Event of a Public Tender Offer
or Share Exchange Offer
Potential antitakeover device
5 Approve Issuance of Warrants For For Mgmt
Pursuant to 2004 Employee
Shareholding Plan
6 Authorize Board to Implement For For Mgmt
Approved Resolutions
10/22/03 - A Diageo Plc (Formerly Guinness G42089113 None 220,625
Plc)
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 15.7 For For Mgmt
Pence Per Share
4 Reelect Lord Blyth as Director For For Mgmt
5 Reelect Keith Oates as Director For For Mgmt
6 Reelect Paul Walsh as Director For For Mgmt
7 Approve KPMG Audit Plc as Auditors For For Mgmt
and Authorize Board to Fix Their
Remuneration
8 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of GBP 44,833,003
9 Authorize 309,885,718 Shares for For For Mgmt
Share Repurchase Program
09/03/03 - A DS SMITH PLC (Formerly David G82314108 None 113,010
S. Smith (Holdings) PLC)
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Final Dividend of 6 Pence For For Mgmt
Per Share
3 Approve Remuneration Report For For Mgmt
4 Reelect Peter Johnson as Director For For Mgmt
5 Reelect Richard Marton as Director For For Mgmt
6 Reelect Daniel Piette as Director For For Mgmt
7 Elect Gavin Morris as Director For For Mgmt
8 Ratify KPMG Audit Plc as Auditors For For Mgmt
9 Authorize Board to Fix For For Mgmt
Remuneration of Auditors
10 Approve French Executive Share For For Mgmt
Option Scheme
11 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of GBP 9,014,373
12 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of GBP 1,609,709
13 Authorize 32,154,047 Shares for For For Mgmt
Share Repurchase Program
03/22/04 - S DS SMITH PLC (Formerly David G82314108 None 113,010
S. Smith (Holdings) PLC)
1 Approve Acquisition of LINPAC For For Mgmt
Containers Limited
04/28/04 - A E.ON AG (formerly Veba Ag) D24909109 None 787
1 Receive Financial Statements and None None Mgmt
Statutory Reports
2 Approve Allocation of Income and For For Mgmt
Dividends of EUR 2.00 per Share
3 Approve Discharge of Management For For Mgmt
Board
4 Approve Discharge of Supervisory For For Mgmt
Board
5 Amend Articles Re: Allow for the For For Mgmt
Issuance of Dividends in Kind
6 Approve Affiliation Agreements For For Mgmt
with Subsidiaries (E.ON Nordic
Holding GmbH)
7 Authorize Share Repurchase Program For For Mgmt
and Reissuance of Repurchased
Shares
8 Ratify PwC Deutsche Revision AG as For For Mgmt
Auditors
07/18/03 - A Electrocomponents PLC G29848101 None 336,240
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For Against Mgmt
The total cost of the company's plans
calculated in this year is 8.21 percent, which
exceeds the allowable cap for this company of
7.52 percent.
3 Approve Final Dividend of 11.75 For For Mgmt
Pence Per Share
4 Reelect Timothy Barker as Director For For Mgmt
5 Reelect Jeff Hewitt as Director For For Mgmt
6 Reelect Nick Temple as Director For For Mgmt
7 Approve KPMG Audit Plc as Auditors For For Mgmt
and Authorize Board to Fix Their
Remuneration
8 Authorize 43,520,665 Shares for For For Mgmt
Share Repurchase Program
05/25/04 - A/S Eni Spa T3643A145 05/20/04 17,707
Ordinary Business
1 Accept Financial Statements, For For Mgmt
Consolidated Accounts, and
Statutory Reports
2 Approve Allocation of Income For For Mgmt
3 Authorize Share Repurchase Program For For Mgmt
4 Elect External Auditors for the For For Mgmt
Three-Year Term 2004-2006 and Fix
Remuneration of Auditors
5 Amend Article 2 of the Set of For For Mgmt
Rules Governing General Meetings
of Eni Spa
6 Approve Remuneration of Directors For For Mgmt
Special Business
1 Amend Articles To Reflect New For Against Mgmt
Italian Company Law Regulations
Some of the proposed articles would remove
important oversight mechanisms from
shareholders and would have the effect of
limiting rights that shareholders would be
entitled to once the new Italian Company Law
provisions would become effective.
2 Amend Articles 17, 19, and 28 of For For Mgmt
the Company's Bylaws
05/28/04 - A/S Eni Spa T3643A145 None 17,707
Ordinary Business
1 Accept Financial Statements, For For Mgmt
Consolidated Accounts, and
Statutory Reports
2 Approve Allocation of Income For For Mgmt
3 Authorize Share Repurchase Program For For Mgmt
4 Elect External Auditors for the For For Mgmt
Three-Year Term 2004-2006 and Fix
Remuneration of Auditors
5 Amend Article 2 of the Set of For For Mgmt
Rules Governing General Meetings
of Eni Spa
6 Approve Remuneration of Directors For For Mgmt
Special Business
1 Amend Articles To Reflect New For Against Mgmt
Italian Company Law Regulations
2 Amend Articles 17, 19, and 28 of For For Mgmt
the Company's Bylaws
07/24/03 - S Equant N.V. N30411115 None 8,993
1 Open Meeting None None Mgmt
2 Allow Questions None None Mgmt
3.1 Approve Resignation and Discharge For For Mgmt
of John Allkins from Management
Board
3 Elect Directors For Against Mgmt
3.2 Elect Jacques Kerrest to
Management Board --- Against
Since shareholders would not have an
opportunity to evaluate the board member's
performance and hold the director accountable
with an indefinite term, this item is not
supportable.
3.3 Approve Resignation and Discharge For For Mgmt
of John Watson from Supervisory
Board
3 Elect Supervisory Board Member For Against Mgmt
3.4 Elect Hans-Peter Kohlhammer to
Supervisory Board --- Against
Since shareholders would not have an
opportunity to evaluate the board member's
performance and hold the director accountable
with an indefinite term, this item is not
supportable.
4 Close Meeting None None Mgmt
10/28/03 - S Equant N.V. N30411115 None 8,993
1 Open Meeting None None Mgmt
2 Allow Questions For For Mgmt
3.1 Approve Resignation and Discharge For For Mgmt
of Didier Delepine as President
and CEO
3 Elect Directors For For Mgmt
4 Close Meeting None None Mgmt
06/29/04 - A Fanuc Ltd. J13440102 03/31/04 15,200
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 11, Final JY 12,
Special JY 0
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
Because allowing the company to repurchase
shares solely at the board's discretion is not
in shareholders' interest, this item is not
supportable.
3 Elect Directors For For Mgmt
4 Appoint Internal Statutory Auditor For For Mgmt
5 Approve Adjustment to Aggregate For For Mgmt
Compensation Ceilings for
Directors and Statutory Auditors
6 Approve Retirement Bonuses for For For Mgmt
Directors and Statutory Auditor
12/10/03 - S Fomento Economico Mexicano P4182H115 None 293,000
S.A. (Femsa)
1 Amend Articles Re: Compliance with For For Mgmt
Mexican Market Law
2 Designate Inspector or Shareholder For For Mgmt
Representative(s) of Minutes of
Meeting
3 Approve Minutes of Meeting For For Mgmt
03/11/04 - A Fomento Economico Mexicano P4182H115 None 335,500
S.A. (Femsa)
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Allocation of Income and For Against Mgmt
Dividends
Poor dividend payout ratio of under 30% over
last six years.
3 Fix the Maximum Amount to Be Used For For Mgmt
in the Share Repurchase
4 Elect Management and Supervisory For For Mgmt
Boards and Fix Their Remuneration
5 Elect Committees For For Mgmt
6 Designate Shareholders to Approve For For Mgmt
and Sign Minutes of Meeting
7 Approve Minutes of Meeting For For Mgmt
05/04/04 - S Fortis SA/NV (frmly Fortis B B4399L102 None 50,400
(Formerly Fortis AG ))
Special Meeting Agenda
1 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
2 Amend Articles of Association Re: For For Mgmt
General Matters
05/26/04 - A/S Fortis SA/NV (frmly Fortis B B4399L102 None 17,213
(Formerly Fortis AG ))
Annual Meeting Agenda
1 Open Meeting For For Mgmt
2.1 Accept Financial Statements For For Mgmt
2.2 Approve Dividends in the Amount of For For Mgmt
EUR 0.92 Per Share
2.3 Approve Discharge of Directors and For For Mgmt
Auditors
3 Discussion about Company's None None Mgmt
Corporate Governance Report
4 Elect Directors For For Mgmt
Special Meeting Agenda
5 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
6 Amend Articles Re: Composition and For For Mgmt
Powers of Main Corporate Bodies;
Compliance with Dutch Corporate
Governance Code; Other Amendments
7 Close Meeting For For Mgmt
10/06/03 - S France Telecom SA F4113C103 None 136,700
Ordinary Business
1 Amend Terms of Share Repurchase For For Mgmt
Plan Submitted to Shareholder Vote
at May 27, 2003, AGM/EGM
Special Business
2 Authorize Board to Issue Up to 100 For For Mgmt
Million Shares to Participants of
Orange's Stock Option Plan, Share
Purchase Plan, Orange Senior
Discretionary Share Plan and
Restricted Share Plan, As Well As
Signatories of France Telecom
Liquidity Agreement
3 Approve Capital Increase Reserved For For Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
4 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
04/09/04 - A/S France Telecom SA F4113C103 None 24,684
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Discharge Directors for Fiscal
Year Ended Dec. 2003
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
for Fiscal Year Ended Dec. 2003
3 Approve Treatment of Losses and For For Mgmt
Dividends of EUR 0.25 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
Special Business
6 Fix Issue Price of Previous For For Mgmt
Authority to Issue Equity or
Equity-Linked Securities without
Preemptive Rights Submitted to
Shareholder Vote at Feb. 25, 2003
EGM to Increase Capital by up to
EUR 30 Billion
7 Amend Article 1, 2, and 7 to For For Mgmt
Reflect 2003 Legislative Changes,
Postal Service and
Telecommunication Code, and
European Parliament Directives
8 Amend Articles to Reflect 2003 For For Mgmt
Legislative Changes; Remove French
Government Obligation to Retain
Majority Stake in Company and
Amend Articles with Respect to
Board Composition
9 Amend Articles to Reflect For For Mgmt
Potential Change in Control with
Respect to Powers of Chairman and
Management
10 Amend Articles of Association to For For Mgmt
Introduce Liquidation Provision
11 Authorize Board to Issue Up to 30 For For Mgmt
Million Shares to Participants of
Wanadoo Stock Option Plan in
Connection with France Telecom
Liquidity Agreement
12 Approve Capital Increase Reserved For Against Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
Approval of this plan could increase dilution
to 12.67%.
13 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
06/24/04 - A Fujisawa Pharmaceutical Co. J15162118 03/31/04 3,300
Ltd.
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 9, Final JY 13, Special
JY 0
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
3 Approve Merger Agreement with For For Mgmt
Yamanouchi Pharmaceutical Co.
4.1 Appoint Internal Statutory Auditor For For Mgmt
4.2 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor can be expected to fulfill the role of
independent monitor of the company's activities
on behalf of all shareholders.
4.3 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor can be expected to fulfill the role of
independent monitor of the company's activities
on behalf of all shareholders.
5 Approve Retirement Bonuses for For For Mgmt
Directors and Statutory Auditors
The payment of such bonuses to non-executives
is a highly inappropriate practice.
06/24/04 - A Funai Electric J16307100 03/31/04 11,400
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 0, Final JY 20, Special
JY 0
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
Because allowing the company to repurchase
shares solely at the board's discretion is not
in shareholders' interest, this item is not
supportable.
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
4.2 Appoint Internal Statutory Auditor For For Mgmt
4.3 Appoint Internal Statutory Auditor For For Mgmt
4.4 Appoint Internal Statutory Auditor For For Mgmt
5 Approve Executive Stock Option Plan For For Mgmt
6 Approve Retirement Bonus for For For Mgmt
Director
7 Approve Retirement Bonuses for For For Mgmt
Statutory Auditors
The payment of such bonuses to non-executives
is a highly inappropriate practice.
04/14/04 - A Gas Natural SDG, S.A. E5499B123 None 74,060
1 Approve Financial Statements, For For Mgmt
Allocation of Income and Discharge
Directors
2 Approve Transfer of Amortization For For Mgmt
Account to Voluntary Reserves
3 Approve Transfer of Emergency For For Mgmt
Reserves, Balance Standardization
Reserve, Social Reserve, and
Merger Reserve to Voluntary
Reserves
4 Elect Management Board For For Mgmt
5 Approve General Meeting For For Mgmt
Guidelines; Present Board
Guidelines Report
6 Authorize Board to Transfer Gas For For Mgmt
Distribution Activities to Gas
Natural Distribucion SDG, S.A.
7 Authorize Repurchase of Shares For For Mgmt
8 Reelect PriceWaterhouseCoopers, For For Mgmt
S.L. as Auditors
9 Authorize Board to Ratify and For For Mgmt
Execute Approved Resolutions
10 Allow Questions None None Mgmt
05/17/04 - A GlaxoSmithKline PLC (formerly G3910J112 None 426,304
Glaxo Wellcome Plc )
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Elect Lawrence Culp as Director For For Mgmt
4 Elect Crispin Davis as Director For For Mgmt
5 Elect Sir Robert Wilson as Director For For Mgmt
6 Elect Tachi Yamada as Director For For Mgmt
7 Re-elect Sir Christopher Hogg as For For Mgmt
Director
8 Re-appoint PricewaterhouseCoopers For For Mgmt
LLP as Auditors of the Company
9 Authorise Board to Fix For For Mgmt
Remuneration of the Auditors
10 Authorise EU Political Donations For For Mgmt
up to Aggregate Nominal Amount of
GBP 100,000
11 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 74,330,954
12 Authorise 594,647,632 Ordinary For For Mgmt
Shares for Market Purchase
01/13/04 - S Granada PLC (frmrly. Granada G4049Q100 None 232,656
Compass)
1 To Give Effect to the Scheme of For For Mgmt
Arrangement Between the Company
and Holders of its Scheme Shares
2 Approve ITV Approved Executive For For Mgmt
Share Option Scheme
3 Approve ITV Unapproved Executive For For Mgmt
Share Option Scheme
4 Approve ITV Commitment Scheme For For Mgmt
5 Approve ITV Savings-Related Share For For Mgmt
Option Scheme
6 Approve ITV Share Incentive Plan For For Mgmt
7 Establish Plans for Oversea For For Mgmt
Employees of ITV
04/06/04 - A/S Groupe Danone F12033134 None 12
Ordinary Business
1 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
2 Approve Financial Statements, For For Mgmt
Statutory Reports, and
Consolidated Financial Statements
3 Approve Allocation of Income and For For Mgmt
Dividends of EUR 3.675 per Share
4 Ratify Changed Location of For For Mgmt
Registered Office/Headquarters
5 Reelect Franck Riboud as Director For For Mgmt
6 Reelect Emmanuel Faber as Director For For Mgmt
7 Maintain Jerome Seydoux as Director For For Mgmt
8 Ratify Mazars & Guerard as Auditors For For Mgmt
9 Ratify PricewaterhouseCoopers For For Mgmt
Audit as Auditors
10 Ratify Patrick de Cambourg as For For Mgmt
Alternate Auditor
11 Ratify Anne Monteil as Alternate For For Mgmt
Auditor
12 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
Special Business
13 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 45 Million
14 Authorize Issuance of Equity or For Against Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 45 Million
15 Approve Capital Increase Reserved For For Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
16 Adopt New Articles Pursuant to For Against Mgmt
Amendments to Reflect Financial
Security legislation, and Amended
Corporate Purpose
Amendment provides for a shareholding
disclosure requirement of 0.5 percent. A level
of disclosure below 5 percent does not add
substantially to shareholders' interest and may
be a pretext for an antitakeover defense. A
lower level also requires a greater number of
shareholders to disclose their ownership,
causing a greater burden to shareholders and to
the company. Furthermore, in accordance with
French law, shareholders who fail to report
changes to their shareholdings may have their
voting and economic rights suspended for up a
period of up to five years.
17 Approve 2-for-1 Stock Split For For Mgmt
18 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
04/15/04 - A/S Groupe Danone F12033134 None 12
Ordinary Business
1 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
2 Approve Financial Statements, For For Mgmt
Statutory Reports, and
Consolidated Financial Statements
3 Approve Allocation of Income and For For Mgmt
Dividends of EUR 3.675 per Share
4 Ratify Changed Location of For For Mgmt
Registered Office/Headquarters
5 Reelect Franck Riboud as Director For For Mgmt
6 Reelect Emmanuel Faber as Director For For Mgmt
7 Maintain Jerome Seydoux as Director For For Mgmt
8 Ratify Mazars & Guerard as Auditors For For Mgmt
9 Ratify PricewaterhouseCoopers For For Mgmt
Audit as Auditors
10 Ratify Patrick de Cambourg as For For Mgmt
Alternate Auditor
11 Ratify Anne Monteil as Alternate For For Mgmt
Auditor
12 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
Special Business
13 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 45 Million
14 Authorize Issuance of Equity or For Against Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 45 Million
15 Approve Capital Increase Reserved For For Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
16 Adopt New Articles Pursuant to For Against Mgmt
Amendments to Reflect Financial
Security legislation, and Amended
Corporate Purpose
17 Approve 2-for-1 Stock Split For For Mgmt
18 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
01/07/04 - S Grupo Financiero BBVA Bancomer P49505145 None 1,693,700
1 Amend Articles Re: Compliance With For For Mgmt
Mexican Market Legislation
2 Designate Two Shareholders to For For Mgmt
Approve and Sign Minutes of Meeting
11/19/03 - S Hays plc G4361D109 None 659,665
1 Approve Hays Long Term For Against Mgmt
Co-Investment Plan
Excessive cost: The total cost of the company's
plans calculated in this year is 7.49 percent,
which exceeds the allowable cap for this
company of three percent.
2 Adopt New Articles of Association For For Mgmt
11/19/03 - A Hays plc G4361D109 None 659,665
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Final Dividend of 3.63 For For Mgmt
Pence Per Share
3 Approve Remuneration Report For Against Mgmt
Cost of company's plans is excessive.
4 Elect John Martin as Director For For Mgmt
5 Reelect Xavier Urbain as Director For For Mgmt
6 Reelect Brian Wallace as Director For For Mgmt
7 Reelect Denis Waxman as Director For For Mgmt
8 Ratify Deloitte and Touche LLP as For For Mgmt
Auditors
9 Authorize Board to Fix For For Mgmt
Remuneration of Auditors
10 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of GBP 5,783,762
11 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of GBP 867,564
12 Authorize 260,000,000 Shares for For For Mgmt
Share Repurchase Program
12/18/03 - S Hays plc G4361D109 None 659,665
1 Approve Sale of the Trading For For Mgmt
Operations and Certain Assets of
the Logistics Division of Hays plc
to Certain Purchasers Formed by
Platinum Equity, LLC
06/08/04 - A/S Hermes International F48051100 None 1,702
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Approve Discharge of Directors For For Mgmt
3 Approve Allocation of Income and For For Mgmt
Net Dividends of EUR 1.70 per Share
4 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
5 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
6 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
7 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
Special Business
8 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
9 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
05/21/04 - A Hilton Group Plc (frm.Ladbroke G45098103 None 90,000
Group PLC)
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Final Dividend of 5.52 For For Mgmt
Pence Per 10p Ordinary Share
3 Elect Directors For For Mgmt
4 Re-appoint Ernst and Young LLP as For For Mgmt
Auditors and Authorise Board to
Fix Remuneration of Auditors
5.1 Approve Remuneration Report For For Mgmt
5.2 Approve Donations by the Company For For Mgmt
to EU political Orgs. up to GBP
15,000 and to Incur EU Political
Exp. up to GBP 15,000; and Approve
Ladbrokes Ltd. to Make Donations
to EU Political Orgs. up to GBP
35,000 and Incur EU Political Exp.
up to GBP 35,000
5.3 Approve Increase in Authorised For For Mgmt
Capital from GBP 216,000,000 to
GBP 226,000,000 by the Creation of
100,000,000 Additional Ordinary
Shares of 10 Pence Each
5.4 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 52,700,000
5.5 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to an
Aggregate Nominal Amount of GBP
7,911,979 and up to Aggregate
Nominal Amount of GBP 52,700,000
in Connection with a Rights Issue
5.6 Authorise 158,239,580 Ordinary For For Mgmt
Shares for Market Purchase
06/23/04 - A Honda Motor Co. Ltd. J22302111 03/31/04 58,200
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 19, Final JY 23,
Special JY 0
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
4.2 Appoint Internal Statutory Auditor For For Mgmt
4.3 Appoint Internal Statutory Auditor For For Mgmt
5 Approve Adjustment to Aggregate For For Mgmt
Compensation Ceiling for Directors
6 Approve Payment of Annual Bonuses For For Mgmt
to Directors and Statutory Auditors
7 Approve Retirement Bonuses for For For Mgmt
Directors and Statutory Auditor
06/18/04 - A Hoya Corp. J22848105 03/31/04 9,500
1 Amend Articles to: Expand Business For For Mgmt
Lines - Authorize Share
Repurchases at Board's Discretion
2 Elect Directors For For Mgmt
3 Approve Executive Stock Option Plan For For Mgmt
06/04/04 - A Hypo Real Estate Holding AG D3449E108 None 44,281
1 Receive Financial Statements and None None Mgmt
Statutory Reports
2 Approve Allocation of Income and For For Mgmt
Omission of Dividends
3 Approve Discharge of Management For For Mgmt
Board
4 Approve Discharge of Supervisory For For Mgmt
Board
5 Approve Creation of EUR 201.1 For For Mgmt
Million Pool of Conditional
Capital with Preemptive Rights
6 Approve Issuance of Convertible For For Mgmt
Bonds and/or Bonds with Warrants
Attached up to Aggregate Nominal
Amount of EUR 450 Million with
Preemptive Rights; Approve
Creation of EUR 40.2 Million Pool
of Conditional Capital to
Guarantee Conversion Rights
7 Amend Articles Re: Changes to the For For Mgmt
Remuneration of the Supervisory
Board Members
8 Approve Conversion of Preference For For Mgmt
Shares into Common Shares
9 Special Resolution for Holders of For For Mgmt
Common Shares: Approve Conversion
of Preference Shares into Common
Shares
10 Amend Articles Re: Supervisory For For Mgmt
Board
11 Elect Ferdinand Graf von For For Mgmt
Ballestrem, Antoine
Jeancourt-Galignani, Pieter
Korteweg, Robert Mundheim, Klaus
Pohle, and Kurt Viermetz to the
Supervisory Board
12 Ratify KPMG Deutsche For For Mgmt
Treuhand-Gesellschaft AG as
Auditors
07/18/03 - A Industria de Diseno Textil E6282J109 None 77,600
(INDITEX)
1 Approve Individual and For For Mgmt
Consolidated Financial Statements
and Statutory Reports; Discharge
Directors
2 Approve Allocation of Income and For For Mgmt
Dividends
3 Elect Directors For For Mgmt
4 Amend Articles Re: General For For Mgmt
Meetings, Voting Rights, Adoption
of Resolutions, Board Composition,
Quorum Requirements, and
Establishment of Audit Committee
5 Approve Board Guidelines For For Mgmt
6 Authorize Repurchase of shares For For Mgmt
7 Authorize Board to Ratify and For For Mgmt
Execute Approved Resolutions
04/27/04 - A ING Groep NV N4578E413 04/20/04 12,397
1 Open Meeting None None Mgmt
2.1 Receive Reports of Management and None None Mgmt
Supervisory Boards
2.2 Receive Explanation of Reserves None None Mgmt
and Dividend Policy
3.1 Approve Financial Statements of For For Mgmt
2003
3.2 Approve Dividends For For Mgmt
4 Ratify Ernst & Young Accountants For For Mgmt
as Auditors
5.1 Approve Discharge of Management For For Mgmt
Board
5.2 Approve Discharge of Supervisory For For Mgmt
Board
6 Discussion about Company's None None Mgmt
Corporate Governance Report
7.1 Approve Remuneration Policy of For For Mgmt
Management Board
7.2 Approve Long-Term Incentive Plan For For Mgmt
(50 Percent Stock Options and 50
Percent Performance Shares)
8 Amend Articles Re: Binding For For Mgmt
Director Nominations; Establish
Profile on Expertise and Ethical
Standards for Directors; Approve
Remuneration Policy for Management
Board; Threshold for Submitting
Shareholder Proposals; Reduce Par
Value of B Preference Share
9 Elect Supervisory Board Member For For Mgmt
10 Elect E. Bourdais de Charbonniere For For Mgmt
as New Member of Supervisory Board
11 Grant Board Authority to Issue For Against Mgmt
Ordinary Shares
Restricting/Excluding Preemptive
Rights Up to 20 Percent of Issued
Capital and All Authorized Yet
Unissued B Preference Shares
Restricting/Excluding Preemptive
Rights
Excessive dilution of 28.2%.
12 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
13 Other Business None None Mgmt
06/24/04 - A KDDI Corporation (frm. DDI J31843105 03/31/04 190
Corp.)
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 1200, Final JY 2400,
Special JY 0
2 Amend Articles to: Abolish For For Mgmt
Retirement Bonus System -
Authorize Share Repurchases at
Board's Discretion
Because allowing the company to repurchase
shares solely at the board's discretion is not
in shareholders' interest, this item is not
supportable.
3 Approve Executive Stock Option Plan For For Mgmt
4 Amend Stock Option Plans Approved For For Mgmt
at 2002 and 2003 AGMs
5.1 Appoint Internal Statutory Auditor For For Mgmt
5.2 Appoint Internal Statutory Auditor For For Mgmt
5.3 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor can be expected to fulfill the role of
independent monitor of the company's activities
on behalf of all shareholders.
5.4 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor can be expected to fulfill the role of
independent monitor of the company's activities
on behalf of all shareholders.
6 Approve Retirement Bonuses for For For Mgmt
Statutory Auditors
7 Approve Special Payments to For For Mgmt
Directors and Statutory Auditor in
Connection with the Abolition of
Retirement Bonus System
05/26/04 - A KESA ELECTRICALS PLC G5244H100 None 89,574
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Re-appoint PricewaterhouseCoopers For For Mgmt
LLP as Auditors and Authorise
Board to Fix Remuneration of
Auditors
3 Approve Remuneration Report For For Mgmt
4 Approve Final Dividend of 7.5 For For Mgmt
Pence Per Ordinary Share
5 Elect David Newlands as Director For For Mgmt
6 Elect Jean-Noel Labroue as Director For For Mgmt
7 Elect Martin Reavley as Director For For Mgmt
8 Elect Peter Wilson as Director For For Mgmt
9 Elect Michel Brossard as Director For For Mgmt
10 Elect Andrew Robb as Director For For Mgmt
11 Elect Bernard Dufau as Director For For Mgmt
12 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 44,129,432
13 Approve the Kesa Electricals plc For For Mgmt
Share Incentive Plan
14 Approve the Kesa Electricals plc For For Mgmt
Plan d'Espargne de Groupe (PEG)
15 Approve the Kesa Electricals plc For For Mgmt
Long-Term Incentive Plan
16 Authorise the Directors to Amend For For Mgmt
the Rules of the SIP, PEG, LTIP
and Any Other Schemes They
Consider Necessary
17 Authorise the Company to Make EU For For Mgmt
Political Donations and Incur EU
Political Expenditure up to
Aggregate Nominal Amount of GBP
250,000
18 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 6,619,415
19 Authorise 52,955,321 Ordinary For For Mgmt
Shares for Market Purchase
06/17/04 - A Keyence Corp. J32491102 03/20/04 6,900
1 Approve Allocation of Income, For Against Mgmt
Including the Following Dividends:
Interim JY 10, Final JY 10,
Special JY 0
Poor dividend payout.
2 Amend Articles to: Change For For Mgmt
Accounting Period for Fiscal Year
Beginning March 21, 2004 for Tax
Purposes
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
4.2 Appoint Internal Statutory Auditor For For Mgmt
4.3 Appoint Alternate Statutory Auditor For For Mgmt
5 Approve Retirement Bonus for For For Mgmt
Statutory Auditor
The payment of such bonuses to non-executives
is a highly inappropriate practice.
07/04/03 - S Kingfisher Plc G5256E359 None 613,872
1 Approve Demerger of Kingfisher For For Mgmt
Plc's Electrical Business to Kesa
Electricals Plc By Way of Dividend
in Specie
2 Approve Capital Reorganization For For Mgmt
3 Approve Kesa Group Sharesave For For Mgmt
Scheme and Kesa Group
International Sharesave Plan and
Authorize Directors to Modify and
Establish Such Plans
4 Approve Kesa Group Demerger Award For For Mgmt
Plan and Authorize Directors to
Modify and Establish Such Plans
5 Approve Kesa Group Incentive For For Mgmt
Compensation Plan and Authorize
Directors to Modify and Establish
Such Plans
6 Approve Kesa Group Employee For For Mgmt
Benefit Trust and Authorize
Directors to Modify and Establish
Such Plans
06/03/04 - A Kingfisher Plc G5256E441 None 756,138
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 6.15 For For Mgmt
Pence Per Ordinary Share
4 Elect Duncan Tatton-Brown as For For Mgmt
Director
5 Re-elect Sir Francis Mackay as For For Mgmt
Director
6 Re-elect Michael Hepher as Director For For Mgmt
7 Re-elect Margaret Salmon as For For Mgmt
Director
8 Re-appoint PricewaterhouseCoopers For For Mgmt
LLP as Auditors and Authorise
Board to Fix Remuneration of
Auditors
9 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 108,526,099
10 Approve Scrip Dividend For For Mgmt
11 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to a Nominal
Value of 5 Percent of the Issued
Share Capital of the Company
12 Authorise 233,210,664 Ordinary For For Mgmt
Shares for Market Purchase
06/25/04 - A Kyocera Corp. J37479110 03/31/04 11,700
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 30, Final JY 30,
Special JY 0
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
Because allowing the company to repurchase
shares solely at the board's discretion is not
in shareholders' interest, this item is not
supportable.
3.1 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor can be expected to fulfill the role of
independent monitor of the company's activities
on behalf of all shareholders.
3.2 Appoint Internal Statutory Auditor For For Mgmt
4 Approve Retirement Bonus for For For Mgmt
Statutory Auditor
5 Approve Executive Stock Option Plan For For Mgmt
04/29/04 - S L'Oreal F58149133 None 2,324
Special Business
1 Remove Double-Voting Rights for For For Mgmt
Long-Term Registered Shareholders,
Pending Approval of Item 3
2 Amend Articles of Association to For For Mgmt
Allow Registered Shareholders to
Register Holdings in Their Name by
the Day of the Meeting, Pending
Approval of Item 3
3 Approve Merger by Absorption of For For Mgmt
Gesparal; Approve Dissolution of
Gesparal without Liquidation
4 Approve Reduction in Share Capital For For Mgmt
via Cancellation of L'Oreal Shares
Held by Gesparal
5 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
04/29/04 - A L'Oreal F58149133 None 2,324
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Discharge Directors
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income and For For Mgmt
Dividends of EUR 1.10 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Reelect Rainer E. Gut as Director For Against Mgmt
Lack of information
6 Elect Bernard Kasriel as Director For Against Mgmt
Lack of information
7 Approve Remuneration of Directors For For Mgmt
in the Aggregate Amount of EUR 1
Million
8 Appoint PricewaterhouseCoopers For For Mgmt
Audit as Auditors and Yves Nicolas
as Deputy Auditor
9 Appoint Deloitte Touche Tohmatsu For For Mgmt
Audit as Auditors and Jean-Paul
Picard as Deputy Auditor
10 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
11 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
05/25/04 - A Lafarge F54432111 None 253
Annual Meeting Agenda
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income, For For Mgmt
Dividends of EUR 3.45 per Share,
and Stock Dividend Program
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Ratify Cooptation of Juan Gallardo For For Mgmt
as Director
6 Reelect Jean Keller as Director For For Mgmt
7 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
and Reissunace of Repurchased
Shares
8 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
05/11/04 - A Li & Fung G5485F144 None 22,000
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Final Dividend of HK$0.25 For For Mgmt
Per Share
3a Reelect Danny Lau Sai Wing as For For Mgmt
Executive Director
3b Reelect Annabella Leung Wai Ping For For Mgmt
as Executive Director
3c Reelect Paul Edward Selway-Swift For For Mgmt
as Independent Non-Executive
Director
4 Approve Remuneration of All For For Mgmt
Directors at HK$80,000 and
Additional Remuneration of
HK$50,000 for Non-Executive
Directors Serving on the Audit
Committee
5 Reappoint PricewaterhouseCoopers For For Mgmt
as Auditors and Authorize Board to
Fix Their Remuneration
6 Approve Repurchase of Up to 10 For For Mgmt
Percent of Issued Capital
7 Approve Issuance of Equity or For Against Mgmt
Equity-Linked Securities without
Preemptive Rights
Authority provides too much discretion and
allows directors to issue shares at steep,
undisclosed discounts to related parties.
Directors may also renew the share issuance
amount under this authority without shareholder
approval.
8 Authorize Reissuance of For For Mgmt
Repurchased Shares
9 Amend Bylaws Re: Voting at General For For Mgmt
Meetings, Material Interest of
Directors in Contracts Entered
into by the Company, Nomination of
Directors
06/24/04 - A Lukoil Oao 677862104 05/07/04 2,500
Meeting for Holders of ADRs
1 APPROVAL OF THE ANNUAL REPORT For For Mgmt
2003, OF THE ANNUAL ACCOUNTS
INCLUDING THE PROFIT AND LOSS
STATEMENT
2 AMOUNT, PAYMENT DATE, AND FORM OF For For Mgmt
PAYMENT OF DIVIDENDS
3 ELECTION OF THE MEMBERS OF THE For Withhold Mgmt
BOARD OF DIRECTORS.
Shareholders may concentrate their votes behind
the candidates that would represent minority
shareholders - Matzke, Mobius, and Kleiner --
by withholding votes for the remaining 12
candidates. However, as this item is being
proposed as a single voting resolution in this
agenda, shareholders have no choice but to
withhold votes from this proposal.
4 ELECTION OF THE MEMBER OF THE For For Mgmt
AUDIT COMMISSION: NIKITENKO,
VLADIMIR NIKOLAYEVICH
5 ELECTION OF THE MEMBER OF THE For For Mgmt
AUDIT COMMISSION: SKLYAROVA,
TATIANA SERGUEYEVNA
6 ELECTION OF THE MEMBER OF THE For For Mgmt
AUDIT COMMISSION: TANULYAK,
NATALIA ILYINICHNA
7 ELECTION OF THE MEMBER OF THE For For Mgmt
AUDIT COMMISSION: KONDRATIEV,
PAVEL GENNADIEVICH
8 ELECTION OF THE MEMBER OF THE For For Mgmt
AUDIT COMMISSION: BULAVINA,
LYUDMILA MIKHAILOVNA
9 REMUNERATION AND COMPENSATION OF For For Mgmt
EXPENSES TO THE MEMBERS OF THE
BOARD OF DIRECTORS AND AUDIT
COMMISSION OF OAO LUKOIL
10 APPROVAL OF THE EXTERNAL AUDITOR For For Mgmt
OF THE COMPANY
11 APPROVAL OF AMENDMENTS AND ADDENDA For For Mgmt
TO THE CHARTER OF OAO LUKOIL
12 APPROVAL OF AMENDMENTS AND ADDENDA For For Mgmt
TO THE REGULATIONS ON THE
PROCEDURE FOR PREPARING AND
HOLDING THE SHAREHOLDERS MEETING
13 APPROVAL OF AMENDMENTS AND ADDENDA For For Mgmt
TO THE REGULATIONS ON THE BOARD OF
DIRECTORS OF LUKOIL
14 APPROVAL OF TRANSACTIONS INVOLVING For For Mgmt
INTERESTED/RELATED PARTIES
06/24/04 - A Lukoil Oao 677862203 05/07/04 7,730
Meeting for Holders of ADRs
1 APPROVAL OF THE ANNUAL REPORT For For Mgmt
2003, OF THE ANNUAL ACCOUNTS
INCLUDING THE PROFIT AND LOSS
STATEMENT
2 AMOUNT, PAYMENT DATE, AND FORM OF For For Mgmt
PAYMENT OF DIVIDENDS
3 ELECTION OF THE MEMBERS OF THE For Withhold Mgmt
BOARD OF DIRECTORS.
Shareholders may concentrate their votes behind
the candidates that would represent minority
shareholders - Matzke, Mobius, and Kleiner --
by withholding votes for the remaining 12
candidates. However, as this item is being
proposed as a single voting resolution in this
agenda, shareholders have no choice but to
withhold votes from this proposal.
4 ELECTION OF THE MEMBER OF THE For For Mgmt
AUDIT COMMISSION: NIKITENKO,
VLADIMIR NIKOLAYEVICH
5 ELECTION OF THE MEMBER OF THE For For Mgmt
AUDIT COMMISSION: SKLYAROVA,
TATIANA SERGUEYEVNA
6 ELECTION OF THE MEMBER OF THE For For Mgmt
AUDIT COMMISSION: TANULYAK,
NATALIA ILYINICHNA
7 ELECTION OF THE MEMBER OF THE For For Mgmt
AUDIT COMMISSION: KONDRATIEV,
PAVEL GENNADIEVICH
8 ELECTION OF THE MEMBER OF THE For For Mgmt
AUDIT COMMISSION: BULAVINA,
LYUDMILA MIKHAILOVNA
9 REMUNERATION AND COMPENSATION OF For For Mgmt
EXPENSES TO THE MEMBERS OF THE
BOARD OF DIRECTORS AND AUDIT
COMMISSION OF OAO LUKOIL
10 APPROVAL OF THE EXTERNAL AUDITOR For For Mgmt
OF THE COMPANY
11 APPROVAL OF AMENDMENTS AND ADDENDA For For Mgmt
TO THE CHARTER OF OAO LUKOIL
12 APPROVAL OF AMENDMENTS AND ADDENDA For For Mgmt
TO THE REGULATIONS ON THE
PROCEDURE FOR PREPARING AND
HOLDING THE SHAREHOLDERS MEETING
13 APPROVAL OF AMENDMENTS AND ADDENDA For For Mgmt
TO THE REGULATIONS ON THE BOARD OF
DIRECTORS OF LUKOIL
14 APPROVAL OF TRANSACTIONS INVOLVING For For Mgmt
INTERESTED/RELATED PARTIES
05/13/04 - A/S Lvmh Moet Hennessy Louis F58485115 None 2,171
Vuitton
Ordinary Business
1 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
2 Approve Financial Statements and For For Mgmt
Discharge Directors
3 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
4 Approve Allocation of Income and For For Mgmt
Net Dividends of EUR 0.85 per Share
5 Ratify Cooptation and Reelect For Against Mgmt
Delphine Arnault as Director
Lack of information
6 Reelect Bernard Arnault as Director For Against Mgmt
Lack of information
7 Reelect Jean Arnault as Director For Against Mgmt
Lack of information
8 Reelect Nicholas Clive-Worms as For Against Mgmt
Director
Lack of information
9 Reelect Felix G. Rohatyn as For Against Mgmt
Director
Lack of information
10 Elect Patrick Houel as Director For Against Mgmt
Lack of information
11 Elect Hubert Vedrine as Director For Against Mgmt
Lack of information
12 Appoint Kilian Hennesy as Censor For For Mgmt
13 Ratify Deloitte Touche Tohmatsu For For Mgmt
Audit as Auditors
14 Ratify Ernst & Young Audit as For For Mgmt
Auditors
15 Ratify Denis Grison as Alternate For For Mgmt
Auditor
16 Ratify Dominique Thouvenin as For For Mgmt
Alternate Auditor
17 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
18 Approve Remuneration of Directors For For Mgmt
in the Aggregate Amount of EUR
1.14 Million
Special Business
19 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
20 Amend Articles of Association Re: For For Mgmt
Board Size and Terms of Directors,
Minimum Share Ownership
Requirement for Board Members,
Role of Chairman, and Editorial
Changes
12/25/03 - A Marui Co. Ltd. J40089104 09/30/03 101,700
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 0, Final JY 15, Special
JY 0
2 Amend Articles to: Allow Share For For Mgmt
Repurchases at Board's Discretion
06/29/04 - A Marui Co. Ltd. J40089104 03/31/04 101,700
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 0, Final JY 11, Special
JY 0
2 Elect Directors For For Mgmt
3.1 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor cannot be expected to fulfill the role
of independent monitor of the company's
activities on behalf of all shareholders.
3.2 Appoint Internal Statutory Auditor For For Mgmt
4 Approve Retirement Bonuses for For For Mgmt
Directors and Statutory Auditor
The payment of such bonuses to non-executives
is a highly inappropriate practice.
06/09/04 - A MEDIA TEK INCORP Y5945U103 04/09/04 23,550
1.1 Receive Report on 2003 Business None None Mgmt
Operation Results
1.2 Receive Supervisors' Report None None Mgmt
2.1 Accept Financial Statements and For For Mgmt
Statutory Reports
2.2 Approve Allocation of Income and For For Mgmt
Dividends
3.1 Approve Capitalization of 2003 For For Mgmt
Dividends and Employee Profit
Sharing
3.2 Amend Articles of Association For For Mgmt
4 Other Business None None Mgmt
04/27/04 - A/S Mediaset Spa T6688Q107 04/22/04 4,232
Ordinary Business
1 Accept Financial Statements, For For Mgmt
Consolidated Accounts, and
Statutory Reports
2 Authorize Share Repurchase Program For For Mgmt
and Reissuance of Repurchased
Shares
Special Business
1 Adopt New Articles of Association For Against Mgmt
To Reflect New Italian Company Law
Regulations
Some of the proposed articles would remove
important oversight mechanisms from
shareholders and would have the effect of
limiting rights that shareholders would be
entitled to once the new Italian Company Law
provisions would become effective.
04/27/04 - A Mediolanum SPA T66932111 04/22/04 5,643
Ordinary Business
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Fix Number of Directors on the For Against Mgmt
Board; Elect Directors
Lack of information
3 Authorize Share Repurchase Program For For Mgmt
and Reissuance of Repurchased
Shares
Special Business
1 Amend Articles To Reflect New For Against Mgmt
Italian Company Law Regulations
Some of the proposed articles would remove
important oversight mechanisms from
shareholders and would have the effect of
limiting rights that shareholders would be
entitled to once the new Italian Company Law
provisions would become effective.
05/20/04 - A MFI Furniture Group Plc G60648121 None 311,900
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Final Dividend of 2 Pence For For Mgmt
Per Ordinary Share
3 Re-elect Martin Clifford-King as For For Mgmt
Director
4 Re-elect Tony De Nunzio as Director For For Mgmt
5 Re-elect Bob Wilson as Director For For Mgmt
6 Elect Shaun O'Callaghan as Director For For Mgmt
7 Approve Remuneration Report For Against Mgmt
The Executive Directors' service contracts
provide for 18-months' base salary as
liquidated damages in the event of a change of
control. The Company has not provided any
justification for the need to include such
provision in Executive Directors' contracts.
8 Re-appoint Deloitte and Touche LLP For For Mgmt
as Auditors and Authorise Board to
Fix Remuneration of Auditors
9 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 15,428,675
10 Adopt New Articles of Association For For Mgmt
11 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 3,104,326
12 Authorise 62,086,526 Ordinary For For Mgmt
Shares for Market Purchase
06/24/04 - A Mitsubishi Corp. J43830116 03/31/04 730,000
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 4, Final JY 6, Special
JY 2
2 Amend Articles to: Reduce For For Mgmt
Directors' Term in Office -
Authorize Share Repurchases at
Board's Discretion
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
4.2 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor cannot be expected to fulfill the role
of independent monitor of the company's
activities on behalf of all shareholders.
4.3 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor cannot be expected to fulfill the role
of independent monitor of the company's
activities on behalf of all shareholders.
4.4 Appoint Internal Statutory Auditor For For Mgmt
5 Approve Executive Stock Option Plan For For Mgmt
6 Approve Retirement Bonuses for For For Mgmt
Directors and Statutory Auditors
The payment of such bonuses to non-executives
is a highly inappropriate practice.
06/29/04 - A Mitsubishi Estate Co. Ltd. J43916113 03/31/04 127,000
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 4, Final JY 4, Special
JY 0
2 Amend Articles to: Expand Business For For Mgmt
Lines - Authorize Share
Repurchases at Board's Discretion
Because allowing the company to repurchase
shares solely at the board's discretion is not
in shareholders' interest, this item is not
supportable.
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor cannot be expected to fulfill the role
of independent monitor of the company's
activities on behalf of all shareholders.
4.2 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor cannot be expected to fulfill the role
of independent monitor of the company's
activities on behalf of all shareholders.
5 Approve Retirement Bonuses for For For Mgmt
Director and Statutory Auditor
The payment of such bonuses to non-executives
is a highly inappropriate practice.
6 Appoint External Auditors For For Mgmt
7 Approve Executive Stock Option Plan For For Mgmt
06/29/04 - A Mitsui Fudosan Co. Ltd. J4509L101 03/31/04 376,000
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 3.5, Final JY 3.5,
Special JY 0
2 Amend Articles to: Expand Business For For Mgmt
Lines - Authorize Share
Repurchases at Board's Discretion
Because allowing the company to repurchase
shares solely at the board's discretion is not
in shareholders' interest, this item is not
supportable.
3.1 Appoint Internal Statutory Auditor For For Mgmt
3.2 Appoint Internal Statutory Auditor For For Mgmt
4 Approve Retirement Bonus for For For Mgmt
Statutory Auditor
06/29/04 - A MITSUI TRUST HOLDINGS INC J6150N104 03/31/04 12,000
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends
on Ordinary Shares: Interim JY 0,
Final JY 2.5, Special JY 0
2 Amend Articles to: Decrease For For Mgmt
Authorized Capital to Reflect
Conversion of Preferred to
Ordinary Shares - Eliminate
References to Series 4 Preferred
Shares - Authorize Share
Repurchases at Board's Discretion
Because allowing the company to repurchase
shares solely at the board's discretion is not
in shareholders' interest, this item is not
supportable.
3 Elect Directors For For Mgmt
4 Appoint Internal Statutory Auditor For For Mgmt
5 Approve Retirement Bonuses for For For Mgmt
Director and Statutory Auditor
03/25/04 - S MOBILEONE LTD Y8838Q106 None 990,000
1 Amend Articles of Association For For Mgmt
2 Approve Issuance of Shares without For For Mgmt
Preemptive Rights
3 Authorize Share Repurchase Program For For Mgmt
03/25/04 - A MOBILEONE LTD Y8838Q106 None 990,000
1 Adopt Financial Statements and For For Mgmt
Directors' and Auditors' Reports
2 Declare Final Dividend of SGD For For Mgmt
0.055 Per Share
3 Reelect Hsuan Owyang as Director For For Mgmt
4 Reelect Roger John Barlow as For For Mgmt
Director
5 Reelect Lim Chee Onn as Director For For Mgmt
6 Reelect Low Huan Ping as Director For For Mgmt
7 Approve Directors' Fees of SGD For For Mgmt
355,000 for the Year Ended Dec.
31, 2003 (2002: SGD 187,170)
8 Reappoint Auditors and Authorize For For Mgmt
Board to Fix Their Remuneration
9 Approve Issuance of Shares and For Against Mgmt
Grant of Options Pursuant to the
MobileOne Share Option Scheme
Plan allows for the grant of options to
executives and to non-executive directors at a
discount to market prices.
06/22/04 - A NEC Corp. J48818124 03/31/04 130,000
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 3, Final JY 3, Special
JY 0
2 Amend Articles to: Reduce For For Mgmt
Directors' Term in Office -
Authorize Share Repurchases at
Board's Discretion
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
4.2 Appoint Internal Statutory Auditor For For Mgmt
4.3 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor cannot be expected to fulfill the role
of independent monitor of the company's
activities on behalf of all shareholders.
5 Approve Executive Stock Option Plan For For Mgmt
6 Approve Retirement Bonuses for For For Mgmt
Directors and Statutory Auditor
04/22/04 - A Nestle Sa H57312466 None 51,318
1a Accept Financial Statements and For For Mgmt
Statutory Reports
1b Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
2 Approve Discharge of Board and For For Mgmt
Senior Management
3 Approve Allocation of Income and For For Mgmt
Dividends of CHF 7.20 per Share
4a Elect Edward George as Directors For For Mgmt
4b Elect Kaspar Villiger as Directors For For Mgmt
4c Elect Rolf Haenggi as Directors For For Mgmt
4d Elect Daniel Borel as Directors For For Mgmt
4e Elect Carolina Mueller as Directors For For Mgmt
06/23/04 - A Nissan Motor Co. Ltd. J57160129 03/31/04 4,400
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 8, Final JY 11, Special
JY 0
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
Because allowing the company to repurchase
shares solely at the board's discretion is not
in shareholders' interest, this item is not
supportable.
3 Approve Executive Stock Option Plan For For Mgmt
4 Authorize Share Repurchase Program For For Mgmt
5.1 Appoint Internal Statutory Auditor For For Mgmt
5.2 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor cannot be expected to fulfill the role
of independent monitor of the company's
activities on behalf of all shareholders.
5.3 Appoint Internal Statutory Auditor For For Mgmt
5.4 Appoint Internal Statutory Auditor For For Mgmt
5.5 Appoint Internal Statutory Auditor For For Mgmt
6 Approve Retirement Bonuses for For For Mgmt
Statutory Auditors
The payment of such bonuses to non-executives
is a highly inappropriate practice.
06/25/04 - A Nomura Holdings Inc. J59009159 03/31/04 335,000
1 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
2 Approve Executive Stock Option For For Mgmt
Plan and Deep-Discount Stock
Option Plan
3 Elect Directors For For Mgmt
06/18/04 - A NTT DoCoMo Inc. J59399105 03/31/04 640
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 500, Final JY 500,
Special JY 500
2 Authorize Share Repurchase Program For For Mgmt
3 Amend Articles to: Authorize Share For Against Mgmt
Repurchases at Board's Discretion
Because allowing the company to repurchase
shares solely at the board's discretion is not
in shareholders' interest, this item is not
supportable.
4 Elect Directors For For Mgmt
5 Appoint Internal Statutory Auditor For For Mgmt
6 Approve Retirement Bonuses for For Against Mgmt
Directors and Statutory Auditor
The payment of such bonuses to non-executives
is a highly inappropriate practice.
09/23/03 - S Numico N.V.(Formerly Nutricia N56369106 None 64,150
N.V.)
1 Open Meeting None None Mgmt
2 Elect Supervisory Board Member For For Mgmt
3 Discussion on Possible Measures to None None Mgmt
Be Taken Due to Negative
Shareholders' Equity in Accordance
with Article 2:108A of Dutch Civil
Code
4 Close Meeting None None Mgmt
11/03/03 - S Numico N.V.(Formerly Nutricia N56369106 None 73,050
N.V.)
1 Open Meeting None None Mgmt
2 Approve Sale of General Nutrition For For Mgmt
Companies (GNC) for a
Consideration of $750 Million
3 Close Meeting None None Mgmt
05/06/04 - A Numico N.V.(Formerly Nutricia N56369106 04/29/04 84,650
N.V.)
1 Open Meeting None None Mgmt
2 Discussion about Company's None None Mgmt
Corporate Governance Report
3 Receive Report of Management Board None None Mgmt
4.1 Approve Financial Statements and For For Mgmt
Statutory Reports
4.2 Receive Explanation of Company's None None Mgmt
Reserves and Dividend Policy
4.3 Approve the Omission of Dividends For For Mgmt
for Fiscal 2004
4.4 Approve Discharge of Management For For Mgmt
Board
4.5 Approve Discharge of Supervisory For For Mgmt
Board
5 Elect Barrie Spelling to For For Mgmt
Supervisory Board
6 Elect Directors For For Mgmt
7 Approve Remuneration Policy for For For Mgmt
Management Board Members
8 Amend Articles Re: Make Changes to For For Mgmt
Reflect Dutch Corporate Governance
Code; Discontinue Use of
Depositary Receipts; Increase
Authorized Share Capital from EUR
115 Million to EUR 200 Million;
Mandatory Takeover Bid Threshold
9 Grant Board Authority to Issue For For Mgmt
Shares Up to Five Percent of
Issued Share Capital to Service
Employee Share Option Schemes
10 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
11 Ratify PricewaterhouseCoopers For For Mgmt
Accountants N.V. as Auditors
12 Other Business None None Mgmt
13 Close Meeting None None Mgmt
06/07/04 - S Numico N.V.(Formerly Nutricia N56369106 06/01/04 53,550
N.V.)
1 Open Meeting None None Mgmt
2 Amend Articles Re: Make Changes to For For Mgmt
Reflect Dutch Corporate Governance
Code; Discontinue Use of
Depositary Receipts; Increase
Authorized Share Capital from EUR
115 Million to EUR 200 Million;
Mandatory Takeover Bid Threshold
3 Other Business (Non-Voting) None None Mgmt
4 Close Meeting None None Mgmt
06/29/04 - A Oji Paper Co., Ltd. J6031N109 03/31/04 9,000
Management Proposals
1 Approve Allocation of Income, For Against Mgmt
Including the Following Dividends:
Interim JY 4, Final JY 6, Special
JY 0
The increase in the dividend would cost Oji
Paper an additional JY 5.32 billion, or 3.7
percent of the amount in the company's general
reserve account. (Oji has other reserve
accounts as well.) Because we believe the
company can easily afford the higher dividend,
and that boosting the payout would make the
shares more attractive (particularly if the
higher dividend were maintained going forward),
we recommend that shareholders oppose
management's income allocation proposal, and
support the shareholder proposal in Item 6.
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
4.2 Appoint Internal Statutory Auditor For For Mgmt
5 Approve Retirement Bonus for For For Mgmt
Director
Shareholder Proposals
6 Approve Amendment to Income Against For ShrHoldr
Allocation Plan, with Final
Dividend of JY 11 Per Share
See text accompanying Item 1.
7 Approve Amendment to Income Against Against ShrHoldr
Allocation Plan, to Eliminate
Director Bonuses
8 Remove Director From Board Against Against ShrHoldr
06/23/04 - A Orix Corp. J61933123 03/31/04 9,900
1 Amend Articles to: Expand Business For For Mgmt
Lines - Authorize Share
Repurchases at Board's Discretion
- Limit Legal Liability of
Directors and Executive Officers
2 Elect Directors For For Mgmt
3 Approve Executive Stock Option Plan For For Mgmt
03/25/04 - A Philips Electronics Nv N6817P109 None 141,060
1 Open Meeting None None Mgmt
2.1 Approve Financial Statements and For For Mgmt
Statutory Reports
2.2 Receive Explanation of Corporate None None Mgmt
Governance Structure
2.3 Receive Explanation of Policy on None None Mgmt
Reserves and Dividends
2.4 Approve Dividends of EUR 0.36 Per For For Mgmt
Share
2.5 Approve Discharge of Management For For Mgmt
Board
2.6 Approve Discharge of Supervisory For For Mgmt
Board
3 Elect Supervisory Board Member For For Mgmt
4.1 Approve Remuneration Policy of For For Mgmt
Management Board
4.2 Amend 2003 Long-Term Incentive For For Mgmt
Plan Regarding Distribution of
Shares: Allocate a Maximum of 2.5
Percent of Annual Pool of Shares
Reserved for LTIP to Management
Board on Annual Basis
5 Grant Board Authority to Issue For For Mgmt
Shares Restricting/Excluding
Preemptive Rights Up to 20 Percent
of Issued Capital
6 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
7 Authorize Board to Set Record Date For For Mgmt
8 Other Business (Non-Voting) None None Mgmt
9 Close Meeting None None Mgmt
03/12/04 - A POSCO (formerly Pohang Iron & 693483109 12/31/03 28,694
Steel)
1 Approve Appropriation of Income, For For Mgmt
with a Year-End Dividend of KRW
5000 Per Share
2.1 Amend Articles of Incorporation For For Mgmt
Re: Cumulative Voting
2.2 Amend Articles of Incorporation For For Mgmt
Re: Corporate Governance
3 Elect Directors For For Mgmt
3.2.1 Elect Member of Audit Committee For For Mgmt
3.2.2 Elect Member of Audit Committee For For Mgmt
3 Elect Directors For For Mgmt
4 Approve Limit on Remuneration of For For Mgmt
Directors
04/29/04 - A Reed Elsevier NV (Formerly N73430105 04/22/04 6,002
Elsevier Nv)
1 Open Meeting None None Mgmt
2 Documents Received None None Mgmt
3 Receive Report of Management Board None None Mgmt
4 Approve Financial Statements and For For Mgmt
Statutory Reports
5 Approve Dividends of EUR 0.30 per For For Mgmt
Ordinary Share
6 Discussion about Company's None None Mgmt
Corporate Governance Report
7.1 Approve Discharge of Management For For Mgmt
Board
7.2 Approve Discharge of Supervisory For For Mgmt
Board
8 Reelect Deloitte Accountants as For For Mgmt
Auditors
9 Elect Supervisory Board Member For For Mgmt
10 Reelect G. van de Aast as Member For For Mgmt
of Management Board
11 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
12.1 Grant Board Authority to Issue For For Mgmt
Shares Up to Ten Percent of Issued
Share Capital
12.2 Grant Board Authority to For For Mgmt
Restrict/Exclude Preemptive Rights
for Share Issuance under Item 12.1
13 Other Business None None Mgmt
14 Close Meeting None None Mgmt
04/28/04 - A Reed Elsevier Plc(formerly G74570105 None 488,121
Reed International PLC)
1a Accept Financial Statements and For For Mgmt
Statutory Reports
1b Approve Remuneration Report For For Mgmt
2 Approve Final Dividend of 8.7 For For Mgmt
Pence Per Ordinary Share
3a Re-appoint Deloitte and Touche LLP For For Mgmt
as Auditors of the Company
3b Authorise Board to Fix For For Mgmt
Remuneration of the Auditors
4a Re-elect Gerard van de Aast as For For Mgmt
Director
4b Re-elect Morris Tabaksblat as For For Mgmt
Director
4c Re-elect Rolf Stomberg as Director For For Mgmt
4d Re-elect Lord Sharman Of Redlynch For For Mgmt
as Director
5 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 25,000,000
6 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 7,900,000
7 Authorise 127 Million Shares for For For Mgmt
Market Purchase
03/30/04 - A Repsol Ypf SA (Formerly E8471S130 None 4,757
Repsol, S.A.)
1 Approve Financial Statements, For For Mgmt
Allocation of Income and
Distribution of Dividend of EUR
0.40 Per Share, and Discharge
Directors
2 Elect Management Board For For Mgmt
3 Approve Deloitte & Touche Espana For For Mgmt
Auditors SL as Auditors
4 Authorize Repurchase of Shares up For For Mgmt
to a Maximum of Five Percent of
Capital
5 Amend Articles Re: Legal For For Mgmt
Provisions Governing the Company,
Shareholders Meeting, Right of
Attendance, Representation, Board
Composition, Administrators'
Liability, and Debentures Issuance
6 Amend Articles Re: Regulations of For For Mgmt
the General Shareholder's Meeting
7 Authorize Board to Ratify and For For Mgmt
Execute Approved Resolutions
07/16/03 - A Rhoen-Klinikum AG D6530N119 07/09/03 12,900
1 Receive Financial Statements and None None Mgmt
Statutory Reports
2 Approve Allocation of Income and For Against Mgmt
Dividends of EUR 0.60 per
Preferred Share and EUR 0.58 per
Ordinary Share
Poor dividend payout history of under 30%.
3 Approve Discharge of Management For For Mgmt
Board
4 Approve Discharge of Supervisory For For Mgmt
Board
5 Authorize Repurchase of up to Ten For For Mgmt
Percent of Issued Share Capital;
Authorize Board to Issue
Repurchased Shares as New Shares
without Preemptive Rights
6 Amend Articles Re: Designate For For Mgmt
Electronic Publications for
Meeting Announcements and
Invitations to Shareholder
Meetings; Securitization
7 Elect Michael Mendel to For For Mgmt
Supervisory Board
8 Ratify PwC as Auditors For For Mgmt
04/07/04 - A Rio Tinto Plc (Formerly Rtz G75754104 None 169,554
Corp. Plc)
1 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 34,470,000
2 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 6,890,000
3 Authorise 106.7 Million Rio Tinto For For Mgmt
plc Shares for Market Purchase
4 Approve the Mining Companies For For Mgmt
Comparative Plan 2004 and the Rio
Tinto Share Option Plan 2004
5 Elect Sir John Kerr as Director For For Mgmt
6 Re-elect Leigh Clifford as Director For For Mgmt
7 Re-elect Guy Elliott as Director For For Mgmt
8 Re-elect Sir Richard Sykes as For For Mgmt
Director
9 Re-elect Sir Richard Giordano as For For Mgmt
Director
10 Reappoint PricewaterhouseCoopers For For Mgmt
LLP as Auditors and Authorise
Board to Fix Their Remuneration
11 Approve Remuneration Report For For Mgmt
12 Accept Financial Statements and For For Mgmt
Statutory Reports
06/29/04 - A Rohm Co. Ltd. J65328122 03/31/04 37,800
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 12.5, Final JY 42.5,
Special JY 0
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
3.1 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor cannot be expected to fulfill the role
of independent monitor of the company's
activities on behalf of all shareholders.
3.2 Appoint Internal Statutory Auditor For For Mgmt
3.3 Appoint Internal Statutory Auditor For For Mgmt
3.4 Appoint Internal Statutory Auditor For For Mgmt
3.5 Appoint Internal Statutory Auditor For For Mgmt
4 Approve Retirement Bonus for For For Mgmt
Statutory Auditor
The payment of such bonuses to non-executives
is a highly inappropriate practice.
02/27/04 - A/S Royal Bank Of Canada *RY.* 780087102 01/09/04 21,520
Management Proposals
1 Elect Directors For For Mgmt
2 Ratify Deloitte & Touche LLP as For For Mgmt
Auditors
Shareholder Proposals
3 Adopt By-Law Prohibiting CEO from Against Against ShrHoldr
Sitting on Other Boards
4 Disclose Total Value of Pension Against Against ShrHoldr
Benefits of Senior Executives
5 Adopt By-Law Providing that Against Against ShrHoldr
Insiders Give Notice of Stock
Trades and Stock Option Exercise
6 Provide Written Response to Against Against ShrHoldr
Question Raised at Annual Meeting
by the Same Bank Representative
who Answered the Question at the
Annual Meeting
04/29/04 - A Royal Bank Of Scotland Group G76891111 None 391,105
Plc
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 35.7 For For Mgmt
Pence Per Share
4 Re-elect Emilio Botin as Director For For Mgmt
5 Re-elect Lawrence Fish as Director For For Mgmt
6 Re-elect Sir Angus Grossart as For For Mgmt
Director
7 Re-elect Sir George Mathewson as For For Mgmt
Director
8 Re-elect Gordon Pell as Director For For Mgmt
9 Re-elect Iain Robertson as Director For For Mgmt
10 Re-elect Sir Iain Vallance as For For Mgmt
Director
11 Re-appoint Deloitte and Touche LLP For For Mgmt
as Auditors of the Company
12 Authorise Board to Fix For For Mgmt
Remuneration of the Auditors
13 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 247,120,127
14 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 37,068,019
15 Authorise 296,544,152 Ordinary For For Mgmt
Shares for Market Purchase
16 Approve Increase in Authorised For For Mgmt
Capital by Creation of 110 Million
Category II Non-cumulative Dollar
Preference Shares; Issue Equity
with Pre-emptive Rights up to All
the Existing Preference Shares
17 Amend Articles Re: Preference For For Mgmt
Shares
06/28/04 - A Royal Dutch Petroleum Co. N76277172 06/21/04 1,343
1 Receive Report of Management Board None None Mgmt
2.1 Approve Financial Statements and For For Mgmt
Statutory Reports
2.2 Approve Total Dividend of EUR 1.76 For For Mgmt
Per Share
2.3 Approve Discharge of Management For Against Mgmt
Board
In the case of Royal Dutch, the actions (or
inactions) of the management board appear to
have contributed to the decline in profit for
2003 while harming the image of the company,
thus damaging shareholder value.
2.4 Approve Discharge of Supervisory For Against Mgmt
Board
In the case of Royal Dutch, the actions (or
inactions) of the management board appear to
have contributed to the decline in profit for
2003 while harming the image of the company,
thus damaging shareholder value.
3 Elect L. Cook to Management Board For For Mgmt
4 Elect C. Morin-Postel to For For Mgmt
Supervisory Board
5 Reelect van de Bergh to For For Mgmt
Supervisory Board
6 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
7 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
04/15/04 - A Royal KPN NV N4297B146 None 20,935
1 Open Meeting None None Mgmt
2 Receive Report of Management Board None None Mgmt
3.1 Approve Financial Statements and For For Mgmt
Statutory Reports
3.2 Receive Explanation of Reserves None None Mgmt
and Dividend Policy
3.3 Approve Dividends For For Mgmt
4.1 Approve Discharge of Management For For Mgmt
Board
4.2 Approve Discharge of Supervisory For For Mgmt
Board
5 Discussion about Company's None None Mgmt
Corporate Governance Report
6 Approve Remuneration Policy For For Mgmt
7.1 Ratify PricewaterhouseCoopers For For Mgmt
Accountants N.V. as Auditors
7.2 Authorize Board to Prepare Annual For For Mgmt
Report in English
8.1 Opportunity for General Meeting to None None Mgmt
Make Recommendations for
Appointment Member of Supervisory
Board
8 Elect Supervisory Board Member For For Mgmt
8.3 Receive Announcement of Vacancy on None None Mgmt
Supervisory Board
8 Elect Directors For For Mgmt
9.1 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
9.2 Grant Board Authority to Issue For Against Mgmt
Ordinary Shares Up to 20 Percent
of Issued Capital and All Unissued
but Authorized Class B Preference
Shares
Potential antitakeover device.
9.3 Grant Board Authority to Exclude For Against Mgmt
Preemptive Rights from Issuance
Under Item 9.2
Potential antitakeover device.
10 Approve Proposal to Reduce Capital For For Mgmt
Through Cancellation of Own Shares
Up to 10 Percent of Issued Share
Capital
11 Other Business (Non-Voting) None None Mgmt
02/27/04 - A Samsung Electronics Co. Ltd. Y74718100 12/31/03 10,890
1 Approve Financial Statements and For For Mgmt
Appropriation of Income, with
Total Dividend of KRW 5500 Per
Share
2 Elect Directors For For Mgmt
2.2 Appoint One Member of Audit For For Mgmt
Committee
2 Elect Directors For For Mgmt
3 Approve Limit on Remuneration of For For Mgmt
Directors
06/23/04 - A/S Sanofi-Synthelabo (Formerly F5548N101 None 2,525
Sanofi)
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income and For For Mgmt
Dividends of EUR 1.53 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
6 Authorize Issuance of For For Mgmt
Bonds/Debentures in the Aggregate
Value of EUR 7 Billion
Special Business
7 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 750 Million;
Set Global Limit for Capital
Increase to Result from Issuance
Requests in Items 7-10 at EUR 1.25
Billion
8 Authorize Issuance of Equity or For Against Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 750 Million
Excessive dilution of 51%.
9 Allow Board to Issue Shares in the For Against Mgmt
Event of a Public Tender Offer or
Share Exchange Offer
Potential antitakeover device.
10 Authorize Capitalization of For For Mgmt
Reserves of Up to EUR 500 Million
for Bonus Issue or Increase in Par
Value
11 Approve Capital Increase Reserved For For Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
12 Approve Stock Option Plan Grants For Against Mgmt
Lack of information
13 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
14 Authorize Capital Increase of Up For For Mgmt
to EUR 1.429 Billion for Aventis
Exchange Offer
15 Change Company Name to For For Mgmt
Sanofi-Aventis
16 Amend Articles of Association to For For Mgmt
Reduce Term of Board Members from
Five to Four Years
17 Amend Articles to Reflect 2003 For For Mgmt
Legal Changes Re: Powers of the
Chairman
18 Reelect Jean-Francois Dehecq as For For Mgmt
Director (Representing
Sanofi-Synthelabo)
19 Reelect Rene Barbier de la Serre For For Mgmt
as Director (Representing
Sanofi-Synthelabo)
20 Reelect Robert Castaigne as For For Mgmt
Director (Representing
Sanofi-Synthelabo)
21 Reelect Thierry Desmarest as For For Mgmt
Director (Representing
Sanofi-Synthelabo)
22 Reelect Lindsay Owen-Jones as For For Mgmt
Director (Representing
Sanofi-Synthelabo)
23 Reelect Bruno Weymuller as For For Mgmt
Director (Representing
Sanofi-Synthelabo)
24 Confirm Appointment of Lord Douro For For Mgmt
as Director (Representing
Sanofi-Synthelabo)
25 Confirm Appointment of Gerard Van For For Mgmt
Kemmel as Director (Representing
Sanofi-Synthelabo)
26 Elect Christian Mulliez as For For Mgmt
Director (Representing
Sanofi-Synthelabo)
27 Elect Jean-Marc Bruel as Director For For Mgmt
(Representing Aventis)
28 Elect Jurgen Dormann as Director For For Mgmt
(Representing Aventis)
29 Elect Jean-Rene Fourtou as For For Mgmt
Director (Representing Aventis)
30 Elect Serge Kampf as Director For For Mgmt
(Representing Aventis)
31 Elect Igor Landau as Director For For Mgmt
(Representing Aventis)
32 Elect Hubert Markl as Director For For Mgmt
(Representing Aventis)
33 Elect Klaus Pohle as Director For For Mgmt
(Representing Aventis)
34 Elect Hermann Scholl as Director For For Mgmt
(Representing Aventis)
35 Confirm End of Term of Permanent For For Mgmt
Representative of Elf Aquitaine,
L'Oreal, Pierre Castres
Saint-Martin, Pierre-Gilles de
Gennes, and Herve Guerin as
Directors
36 Approve Remuneration of Directors For For Mgmt
in the Aggregate Amount of Up to
EUR 1 Million
37 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
04/27/04 - A/S Schneider Electric SA F86921107 None 2,670
(Formerly Schneider SA)
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
4 Approve Allocation of Income and For For Mgmt
Dividends of EUR 1.65 per Share
5 Elect Caisse des Depots et For For Mgmt
Consignations, Represented by
Jerome Gallot, as Director
6 Elect Chris C. Richardson as For For Mgmt
Director
7 Reelect Alain Burq as For For Mgmt
Representative of Employee
Shareholders to the Board
8 Reelect Daniel Bouton as Director For For Mgmt
9 Reelect Thierry Breton as Director For For Mgmt
10 Reelect Willy Kissling as Director For For Mgmt
11 Reelect Piero Sierra as Director For For Mgmt
12 Reappoint Barbier Frinault et For For Mgmt
Autres (Ernst & Young) as Auditors
13 Ratify Philippe Diu as Alternate For For Mgmt
Auditor to Barbier Frinault et
Autres (Ernst & Young)
14 Appoint Mazars & Guerard as Auditor For For Mgmt
15 Ratify Charles Vincensini as For For Mgmt
Alternate Auditor to Mazars &
Guerard
16 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
Special Business
17 Amend Articles of Association to For For Mgmt
Authorize the Appointment of
Censors
18 Approve Capital Increase Reserved For Against Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
Excessive dilution of 11%.
19 Approve Stock Option Plan Grants For Against Mgmt
The company's Remuneration and Nomination
Committee includes one insider. Allowing the
administering committee to grant options to
itself creates the potential for abuse and
conflicts of interest.
20 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
21 Allow Board to Issue Shares in the For Against Mgmt
Event of a Public Tender Offer or
Share Exchange Offer
Potential antitakeover device.
22 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
05/06/04 - A/S Schneider Electric SA F86921107 None 2,670
(Formerly Schneider SA)
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
4 Approve Allocation of Income and For For Mgmt
Dividends of EUR 1.65 per Share
5 Elect Caisse des Depots et For For Mgmt
Consignations, Represented by
Jerome Gallot, as Director
6 Elect Chris C. Richardson as For For Mgmt
Director
7 Reelect Alain Burq as For For Mgmt
Representative of Employee
Shareholders to the Board
8 Reelect Daniel Bouton as Director For For Mgmt
9 Reelect Thierry Breton as Director For For Mgmt
10 Reelect Willy Kissling as Director For For Mgmt
11 Reelect Piero Sierra as Director For For Mgmt
12 Reappoint Barbier Frinault et For For Mgmt
Autres (Ernst & Young) as Auditors
13 Ratify Philippe Diu as Alternate For For Mgmt
Auditor to Barbier Frinault et
Autres (Ernst & Young)
14 Appoint Mazars & Guerard as Auditor For For Mgmt
15 Ratify Charles Vincensini as For For Mgmt
Alternate Auditor to Mazars &
Guerard
16 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
Special Business
17 Amend Articles of Association to For For Mgmt
Authorize the Appointment of
Censors
18 Approve Capital Increase Reserved For Against Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
19 Approve Stock Option Plan Grants For Against Mgmt
20 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
21 Allow Board to Issue Shares in the For Against Mgmt
Event of a Public Tender Offer or
Share Exchange Offer
22 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
06/29/04 - A Secom Co. Ltd. J69972107 03/31/04 104,500
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 0, Final JY 45, Special
JY 0
2 Amend Articles to: Expand Business For Against Mgmt
Lines - Reduce Directors Term in
Office - Authorize Share
Repurchases at Board's Discretion
Because allowing the company to repurchase
shares solely at the board's discretion is not
in shareholders' interest, this item is not
supportable.
3 Elect Directors For For Mgmt
4 Approve Retirement Bonuses for For For Mgmt
Directors
04/27/04 - A Sekisui House Ltd. J70746136 01/31/04 8,000
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 9, Final JY 9, Special
JY 0
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
3 Elect Directors For For Mgmt
4 Appoint Internal Statutory Auditor For For Mgmt
5 Approve Retirement Bonuses for For For Mgmt
Directors
05/28/04 - A Seven-Eleven Japan Co. Ltd. J71305106 02/29/04 6,000
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 19, Final JY 20,
Special JY 0
2 Amend Articles to: Expand Business For For Mgmt
Lines - Authorize Share
Repurchases at Board's Discretion
- Limit Directors' Legal Liability
Because allowing the company to repurchase
shares solely at the board's discretion is not
in shareholders' interest, this item is not
supportable.
3 Elect Directors For For Mgmt
4 Approve Retirement Bonuses for For For Mgmt
Directors
06/28/04 - A Shell Transport And Trading 822703104 None 645,247
Company Plc (The)
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Elect Malcolm Brinded as Director For For Mgmt
4 Re-elect Eileen Buttle as Director For For Mgmt
5 Re-elect Luis Giusti as Director For For Mgmt
6 Re-elect Nina Henderson as Director For For Mgmt
7 Re-elect Lord Oxburgh as Director For For Mgmt
8 Re-appoint PricewaterhouseCoopers For For Mgmt
LLP as Auditors of the Company
9 Authorise Board to Fix For For Mgmt
Remuneration of the Auditors
10 Authorise 483 Million Ordinary For For Mgmt
Shares for Market Purchase
06/29/04 - A Shin-Etsu Chemical Co. Ltd. J72810120 03/31/04 25,700
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 8, Final JY 8, Special
JY 0
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
3 Elect Directors For For Mgmt
4 Approve Retirement Bonuses for For For Mgmt
Directors
5 Approve Executive Stock Option Plan For For Mgmt
01/22/04 - A Siemens AG D69671218 None 505
1 Receive Financial Statements and None None Mgmt
Statutory Reports
2 Approve Allocation of Income and For For Mgmt
Dividends of EUR 1.10 per Share
3 Approve Discharge of Management For For Mgmt
Board for Fiscal 2002/2003
4 Approve Discharge of Supervisory For For Mgmt
Board for Fiscal 2002/2003
5 Ratify KPMG as Auditors For For Mgmt
6 Elect Jerry Speyer to the For For Mgmt
Supervisory Board; Elect
Hans-Dieter Wiedig as a Deputy
Supervisory Board Member
7 Authorize Repurchase of up to Ten For For Mgmt
Percent of Issued Share Capital;
Authorize Board to Issue
Repurchased Shares
8 Approve Creation of EUR 600 For For Mgmt
Million Pool of Conditional
Capital with Preemptive Rights
9 Approve Issuance of Convertible For For Mgmt
Bonds and/or Bonds with Warrants
Attached up to Aggregate Nominal
Amount of EUR 11.3 Billion with
Preemptive Rights; Approve
Creation of EUR 600 Million Pool
of Conditional Capital to
Guarantee Conversion Rights
03/12/04 - A SK Telecom Y4935N104 12/31/03 11,310
1 Approve Appropriation of Income For For Mgmt
and Dividends of KRW 5500 Per Share
2 Amend Articles of Incorporation For For Mgmt
3 Approve Limit on Remuneration of For For Mgmt
Directors
4 Elect Directors For For Mgmt
4.2 Elect Member(s) of Audit Committee For For Mgmt
06/29/04 - A SMC Corp. J75734103 03/31/04 10,600
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 19, Final JY 19,
Special JY 10
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
4.2 Appoint Internal Statutory Auditor For For Mgmt
5 Approve Retirement Bonuses for For For Mgmt
Director and Statutory Auditor
6 Appoint External Auditor For For Mgmt
04/12/04 - A/S Societe Generale F43638141 None 12,484
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Approve Allocation of Income and For For Mgmt
Dividends of EUR 3.75 per Share
3 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Ratify Appointment of Jean Azema For For Mgmt
as Director
6 Reelect Philippe Citerne as For For Mgmt
Director
7 Reelect Antoine Jeancourt For For Mgmt
Galignani as Director
8 Reelect Euan Baird as Director For For Mgmt
9 Reelect Michel Cicurel as Director For For Mgmt
10 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
Special Business
11 Amend Articles of Association to For For Mgmt
Reflect 2003 Legal Changes Re:
Internal Control Measures and Role
of Chairman
12 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 900 Million
13 Authorize Issuance of Equity or For Against Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 300 Million
Excessive dilution of 54.7%.
14 Allow Board to Issue Shares in the For Against Mgmt
Event of a Public Tender Offer or
Share Exchange Offer, Subject to
Certain Conditions
Excessive dilution of 54.7%.
15 Approve Capital Increase Reserved For Against Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
Excessive dilution of 13%.
16 Approve Stock Option Plan Grants For Against Mgmt
Plan provides for discounts of 5%.
17 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
18 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
04/29/04 - A/S Societe Generale F43638141 None 12,484
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Approve Allocation of Income and For For Mgmt
Dividends of EUR 3.75 per Share
3 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Ratify Appointment of Jean Azema For For Mgmt
as Director
6 Reelect Philippe Citerne as For For Mgmt
Director
7 Reelect Antoine Jeancourt For For Mgmt
Galignani as Director
8 Reelect Euan Baird as Director For For Mgmt
9 Reelect Michel Cicurel as Director For For Mgmt
10 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
Special Business
11 Amend Articles of Association to For For Mgmt
Reflect 2003 Legal Changes Re:
Internal Control Measures and Role
of Chairman
12 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 900 Million
13 Authorize Issuance of Equity or For Against Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 300 Million
14 Allow Board to Issue Shares in the For Against Mgmt
Event of a Public Tender Offer or
Share Exchange Offer, Subject to
Certain Conditions
15 Approve Capital Increase Reserved For Against Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
16 Approve Stock Option Plan Grants For Against Mgmt
17 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
18 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
02/03/04 - A/S Sodexho Alliance SA F84941123 None 14,629
Ordinary Business
1 Approve Financial Statements, For For Mgmt
Consolidated Financial Statements,
and Discharge Directors
2 Approve Allocation of Income and For For Mgmt
Dividends of EUR 0.915 per Share
3 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
4 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
5 Reelect Pierre Bellon as Director For Against Mgmt
Candidate is an insider on the Remuneration
Committee.
6 Reelect Remi Baudin as Director For Against Mgmt
Candidate is an insider on the Remuneration
Committee.
7 Reelect Astrid Bellon as Director For For Mgmt
8 Reelect Francois-Xavier Bellon as For For Mgmt
Director
9 Reelect Sophie Clamens as Director For For Mgmt
10 Reelect Nathalie Szabo as Director For For Mgmt
11 Approve Remuneration of Directors For For Mgmt
in the Aggregate Amount of EUR
300,000
12 Authorize Issuance of For For Mgmt
Bonds/Debentures
Special Business
13 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 63 Million
14 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 63 Million
15 Approve Stock Option Plan Grants For Against Mgmt
Plan provides for discounts of up to 20%.
16 Authorize Board to Increase For For Mgmt
Capital to Service Company
Savings-Related Share Purchase Plan
17 Approve Capital Increase Reserved For For Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
Shareholder Proposal
A Shareholder Proposal: Decrease Against Against ShrHoldr
Tenure Requirement for Double
Voting Rights from Four to Two
Years
19 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
05/11/04 - A Standard Chartered PLC G84228157 None 48,300
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Final Dividend of 36.49 US For For Mgmt
Cents Per Ordinary Share
3 Approve Remuneration Report For For Mgmt
4 Elect Jamie Dundas as Director For For Mgmt
5 Elect Ruth Markland as Director For For Mgmt
6 Elect Paul Skinner as Director For For Mgmt
7 Re-elect Mervyn Davies as Director For For Mgmt
8 Re-elect Michael DeNoma as Director For For Mgmt
9 Re-elect Rudolph Markham as For For Mgmt
Director
10 Re-elect Hugh Norton as Director For For Mgmt
11 Re-appoint KPMG Audit Plc as For For Mgmt
Auditors of the Company
12 Authorise Board to Fix For For Mgmt
Remuneration of the Auditors
13 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of USD 117,487,333
and up to USD 213,708,480 Pursuant
to Rights Issues, Scrip Dividends,
Share Schemes and Exchangeable
Securities
14 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount Equal to the
Company's Share Capital
Repurchased Under Item 16
15 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of USD 29,370,451
16 Authorise 117,487,333 Ordinary For For Mgmt
Shares for Market Purchase
17 Authorise 331,388 Non-Cumulative For For Mgmt
Preference Shares of USD 5 Each
and 195,285,000 Non-Cumulative
Preference Shares of GBP 1 Each
for Market Purchase
18 Amend Standard Chartered 2001 For For Mgmt
Performance Share Plan
19 Adopt Standard Chartered 2004 UK For For Mgmt
Sharesave Scheme and the Standard
Chartered 2004 International
Sharesave Scheme
04/23/04 - A STMicroelectronics N.V. *STM* N83574108 None 24
1 Open Meeting None None Mgmt
2 Receive Report of Management Board None None Mgmt
3 Receive Report of Supervisory Board None None Mgmt
4 Approve Financial Statements and For For Mgmt
Statutory Reports
5 Approve Discharge of Management For For Mgmt
Board
6 Approve Discharge of Supervisory For For Mgmt
Board
7 Approve Dividend of $0.12 Per For For Mgmt
Ordinary Share
8 Elect Gerald Arbola as New Member For For Mgmt
of Supervisory Board
9 Elect Didier Lombard as New Member For For Mgmt
of Supervisory Board
10 Approve Remuneration of For For Mgmt
Supervisory Board
11 Approve Employee Stock Purchase For For Mgmt
Plan
12 Grant Supervisory Board Authority For Against Mgmt
for Five Years to Issue All
Authorized but Unissued Shares
Restricting/Excluding Preemptive
Rights
Potential antitakeover device.
13 Lower Quorum Requirement for For Against Mgmt
General Meeting from One-Third to
15 Percent of Issued Share Capital
Change the quorum for the general meeting of
shareholders from one-third of
STMicroelectronics N.V.'s issued share capital
to 15 percent of STMicroelectronics N.V.'s
issued share capital and to amend the Articles
of Association in this respect. A company
representative stated that a lower quorum would
render more flexible the approval of
resolutions submitted to the general meeting.
In the case of STMicroelectronics N.V., two
shareholders indirectly control 17.25 percent
each of the capital.
14 Amend Articles to Reflect Lowering For Against Mgmt
of Quorum Requirement (Item 13)
Amend articles in connection with proposal to
lower quorum in Item 13. In the case of
STMicroelectronics N.V., two shareholders
indirectly control 17.25 percent each of the
capital.
15 Approve Company's Corporate For For Mgmt
Governance Policy
16 Allow Questions None None Mgmt
17 Close Meeting None None Mgmt
06/29/04 - A Sumitomo Metal Industries Ltd. J77669133 03/31/04 60,000
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 0, Final JY 1.5,
Special JY 0
2 Amend Articles to: Abolish For For Mgmt
Retirement Bonus System
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
4.2 Appoint Internal Statutory Auditor For For Mgmt
4.3 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor can be expected to fulfill the role of
independent monitor of the company's activities
on behalf of all shareholders.
5 Approve Special Bonus for Family For For Mgmt
of Deceased Statutory Auditor
6 Approve Payments to Continuing For For Mgmt
Directors and Statutory Auditors
in Connection with Abolition of
Retirement Bonus System
The company has disclosed the aggregate amount
of the payments to ten directors (JY 299
million) and to three auditors (JY 18 million).
Compensation for the directors and auditors up
to this point has been predicated upon their
eventual receipt of retirement bonuses, and
these payments, which cover their service up to
this point, will make up for the fact that due
to abolition of the retirement bonus system,
the directors and auditors will not be
receiving the bonuses which they had been
expecting. However, one of the continuing
auditors has been designated by the company as
independent. While we applaud the disclosure of
the aggregate payments, which few Japanese
companies do, it is nevertheless difficult to
evaluate whether the individual payment to the
independent auditor is set at an appropriate
level. Accordingly, we recommend that
shareholders oppose this resolution.
06/29/04 - A SUMITOMO MITSUI FINANCIAL J7771X109 03/31/04 26
GROUP INC.
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends
on Ordinary Shares: Interim JY 0,
Final JY 3000, Special JY 0
2 Amend Articles to: Decrease For For Mgmt
Authorized Preferred Share Capital
to Reflect Conversion of Preferred
to Ordinary Shares - Authorize
Share Repurchases at Board's
Discretion
3 Elect Director For For Mgmt
4 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor cannot be expected to fulfill the role
of independent monitor of the company's
activities on behalf of all shareholders.
5 Approve Retirement Bonuses for For For Mgmt
Director and Statutory Auditor
The payment of such bonuses to non-executives
is a highly inappropriate practice.
11/18/03 - A Sun Hung Kai Properties Ltd. Y82594121 11/10/03 196,000
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Final Dividend For For Mgmt
3 Reelect Directors and Fix Their For For Mgmt
Remuneration
4 Reappoint Auditors and Authorize For For Mgmt
Board to Fix Their Remuneration
5 Approve Repurchase of Up to 10 For For Mgmt
Percent of Issued Capital
6 Approve Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights
7 Authorize Reissuance of For For Mgmt
Repurchased Shares
8 Other Business (Voting) For Against Mgmt
Details of other business not disclosed.
06/29/04 - A Suzuki Motor Corp. J78529138 03/31/04 51,600
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 4, Final JY 5, Special
JY 0
2 Amend Articles to: Allow For For Mgmt
Appointment of Alternate Statutory
Auditors - Authorize Share
Repurchases at Board's Discretion
Because allowing the company to repurchase
shares solely at the board's discretion is not
in shareholders' interest, this item is not
supportable.
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
4.2 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor cannot be expected to fulfill the role
of independent monitor of the company's
activities on behalf of all shareholders.
4.3 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, this nominee for independent
auditor cannot be expected to fulfill the role
of independent monitor of the company's
activities on behalf of all shareholders.
4.4 Appoint Internal Statutory Auditor For For Mgmt
4.5 Appoint Internal Statutory Auditor For For Mgmt
5 Approve Retirement Bonuses for For For Mgmt
Directors and Statutory Auditors
The payment of such bonuses to non-executives
is a highly inappropriate practice.
05/11/04 - A Taiwan Semiconductor Y84629107 03/12/04 1,214,394
Manufacturing Co.
1.1 Receive Report on Business None None Mgmt
Operation Results for Fiscal Year
2003
1.2 Receive Supervisors' Report None None Mgmt
1.3 Receive Report on the Acquisition None None Mgmt
and Disposal of Assets
1.4 Receive Report on Endorsments and None None Mgmt
Guarantees
2.1 Accept Financial Statements and For For Mgmt
Statutory Reports
2.2 Approve Allocation of Income and For For Mgmt
Cash Dividend of NTD 0.60 per
Share and Stock Dividend of 140
Shares per 1000 Shares Held
2.3 Approve Capitalization of 2003 For For Mgmt
Dividends and Employee Profit
Sharing
3 Other Business None None Mgmt
06/29/04 - A Takeda Chemical Industries J81281115 03/31/04 900
Ltd.
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 36, Final JY 41,
Special JY 0
2 Amend Articles to: Change Company For For Mgmt
Name in English to Takeda
Pharmaceutical Co. Ltd. -
Authorize Share Repurchases at
Board's Discretion
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
4.2 Appoint Internal Statutory Auditor For For Mgmt
5 Approve Retirement Bonus for For For Mgmt
Statutory Auditor
06/23/04 - A Teijin Ltd. J82270117 03/31/04 16,000
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 3, Final JY 3.5,
Special JY 0
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
4.2 Appoint Internal Statutory Auditor For For Mgmt
5 Approve Executive Stock Option Plan For For Mgmt
6 Approve Retirement Bonuses for For For Mgmt
Directors and Statutory Auditors
As we believe the payment of such bonuses to
non-executives is a highly inappropriate
practice anywhere, not just in Japan, we see no
alternative but to recommend opposing the whole
item.
05/04/04 - A Telecom Italia Mobile T9276A104 04/29/04 23,997
Ordinary Business
1 Amend Rules Governing General For For Mgmt
Meetings
2 Accept Financial Statements and For For Mgmt
Statutory Reports
3 Elect External Auditors For the For For Mgmt
Three-Year Term 2004-2006 and Fix
Remuneration of Auditors
4 Elect Members of the Board of For For Mgmt
Directors
5 Redefine Remuneration of Internal For For Mgmt
Statutory Auditors
Special Business
1 Amend Articles To Reflect New For Against Mgmt
Italian Company Law Regulations
Some of the proposed articles would remove
important oversight mechanisms from
shareholders and would have the effect of
limiting rights that shareholders would be
entitled to once the new Italian Company Law
provisions would become effective.
04/29/04 - A Telefonica S.A. (Formerly E90183182 None 204,597
Telefonica De Espana, S.A.)
1 Approve Financial Statements, For For Mgmt
Allocation of Income, and
Discharge Directors
2 Approve Dividend Per Share For For Mgmt
3 Approve Auditors For For Mgmt
4 Authorize Repurchase of Shares For For Mgmt
5 Approve General Meeting Guidelines For For Mgmt
6 Authorize Board to Ratify and For For Mgmt
Execute Approved Resolutions
04/29/04 - A Telefonica S.A. (Formerly 879382208 04/02/04 27,733
Telefonica De Espana, S.A.)
Meeting for Holders of ADRs
1 APPROVAL OF THE ANNUAL ACCOUNTS For For Mgmt
AND OF THE MANAGEMENT REPORT OF
TELEFONICA, S.A. AND OF ITS
CONSOLIDATED GROUP OF COMPANIES,
AS WELL AS THE PROPOSAL FOR THE
APPLICATION OF THE RESULTS OF
TELEFONICA, S.A., AND THAT OF THE
MANAGEMENT OF ITS BOARD OF DIRE
2 APPROVAL OF THE SHAREHOLDER For For Mgmt
REMUNERATION: DISTRIBUTION OF
DIVIDENDS FROM 2003 NET INCOME AND
FROM THE ADDITIONAL
PAID-IN-CAPITAL RESERVE.
3 APPROVAL OF THE DESIGNATION OF THE For For Mgmt
ACCOUNTS AUDITOR FOR THE 2004
FISCAL YEAR.
4 APPROVAL OF THE AUTHORIZATION FOR For For Mgmt
THE ACQUISITION OF TREASURY STOCK,
DIRECTLY OR THROUGH GROUP
COMPANIES.
5 APPROVAL, IF APPROPRIATE, OF THE For For Mgmt
REGULATIONS OF THE GENERAL MEETING
OF SHAREHOLDERS OF TELEFONICA,
S.A. .
6 DELEGATION OF POWERS FOR THE For For Mgmt
FORMALIZING, INTERPRETING,
CORRECTING AND EXECUTING OF THE
RESOLUTIONS ADOPTED BY THE ANNUAL
GENERAL SHAREHOLDERS MEETING.
04/30/04 - A Telefonica S.A. (Formerly E90183182 None 51,924
Telefonica De Espana, S.A.)
1 Approve Financial Statements, For For Mgmt
Allocation of Income, and
Discharge Directors
2 Approve Dividend Per Share For For Mgmt
3 Approve Auditors For For Mgmt
4 Authorize Repurchase of Shares For For Mgmt
5 Approve General Meeting Guidelines For For Mgmt
6 Authorize Board to Ratify and For For Mgmt
Execute Approved Resolutions
04/20/04 - A/S Television Francaise 1 F91255103 None 24
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Discharge Directors
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
4 Approve Allocation of Income and For For Mgmt
Dividends of EUR 0.975 per Share
5 Receive Special Directors' Report For For Mgmt
Regarding Stock Option Grants
6 Receive Chairman's and Auditors' For For Mgmt
Report Regarding Internal Control
Procedures
7 Reelect Alain Pouyat as Director For For Mgmt
8 Confirm Election of Employee For Against Mgmt
Representatives to the Board
Employee directors may not fulfill their
primary obligation to oversee and evaluate
management on behalf of shareholders.
9 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
10 Authorize Issuance of For Against Mgmt
Bonds/Debentures
Full use of this authorization could
potentially increase the debt-to-equity ratio
to an excessive 189%. The size of the request
could put too much power into the hands of
management.
Special Business
11 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
12 Authorize Issuance of Equity or For Against Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 120 Million
Excessive dilution of 278%.
13 Authorize Issuance of Equity or For Against Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 120 Million
Excessive dilution of 278%.
14 Authorize Capital Increase of Up For Against Mgmt
to EUR 120 Million for Future
Exchange Offers
Excessive dilution of 278%.
15 Set Global Limit for Capital For Against Mgmt
Increase to Result from All
Issuance Requests at EUR 120
Million
Excessive dilution of 278%.
16 Approve Capital Increase Reserved For For Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
17 Approve Issuance of Equity-Linked For Against Mgmt
Securities Reserved for Employees
Participating in Savings-Related
Share Purchase Plan
Approval of this plan could increase employee
participation to an excessive 13.56%.
18 Amend Articles of Association to For For Mgmt
Reflect 2003 Regulation Changes
Re: Related-Party Transactions and
Internal Control Procedures
19 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
06/18/04 - A Tesco Plc G87621101 None 492,140
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 4.77 For For Mgmt
Pence Per Ordinary Share
4 Amend Articles of Association Re: For For Mgmt
Director's Retirement Age
5 Re-elect Charles Allen as Director For For Mgmt
6 Re-elect Philip Clarke as Director For For Mgmt
7 Re-elect Harald Einsmann as For For Mgmt
Director
8 Re-elect Veronique Morali as For For Mgmt
Director
9 Re-elect Graham Pimlott as Director For For Mgmt
10 Elect Richard Brasher as Director For For Mgmt
11 Elect Ken Hydon as Director For For Mgmt
12 Elect Mervyn Davies as Director For For Mgmt
13 Elect David Reid as Director For For Mgmt
14 Re-appoint PricewaterhouseCoopers For For Mgmt
LLP as Auditors and Authorise
Board to Fix Remuneration of
Auditors
15 Approve Increase in Authorised For For Mgmt
Share Capital from GBP 481,600,000
to GBP 530,000,000
16 Approve Scrip Dividend For For Mgmt
17 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 128.07
Million
18 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 19.21 Million
19 Authorise 768.44 Million Ordinary For For Mgmt
Shares for Market Purchase
20 Authorise Tesco Stores CR a.s. to For For Mgmt
Make EU Political Donations up to
GBP 25,000 and Incur EU Political
Expenditure up to GBP 25,000
21 Authorise Tesco Stores SR a.s. to For For Mgmt
Make EU Political Donations up to
GBP 25,000 and Incur EU Political
Expenditure up to GBP 25,000
22 Authorise Tesco Global Rt to Make For For Mgmt
EU Political Donations up to GBP
25,000 and Incur EU Political
Expenditure up to GBP 25,000
23 Authorise Tesco Polska Sp z.o.o. For For Mgmt
to Make EU Political Donations up
to GBP 25,000 and Incur EU
Political Expenditure up to GBP
25,000
24 Approve the Tesco PLC Performance For For Mgmt
Share Plan 2004
25 Approve the Tesco PLC 2004 For For Mgmt
Discretionary Share Option Plan
04/26/04 - A/S THOMSON (formerly Thomson F91823108 None 2,795
Multimedia)
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income and For For Mgmt
Net Dividends of EUR 0.26 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Ratify Appointment of Paul Murray For Against Mgmt
as Director
Lack of information regarding board composition
and nominees.
6 Ratify Appointment of Henry P. For Against Mgmt
Vigil as Director
Lack of information regarding board composition
and nominees.
7 Ratify Appointment of Eric For Against Mgmt
Bourdais de Charbonniere as
Director
Lack of information regarding board composition
and nominees.
8 Reelect Thierry Breton as Director For Against Mgmt
for a Term Lasting Four Years,
Subject to Approval of Item 25
Lack of information regarding board composition
and nominees.
9 Reelect Frank Dangeard as Director For Against Mgmt
for a Term Lasting Four Years,
Subject to Approval of Item 25
Lack of information regarding board composition
and nominees.
10 Reelect Eddy Hartenstein as For Against Mgmt
Director for a Term Lasting Four
Years, Subject to Approval of Item
25
Lack of information regarding board composition
and nominees.
11 Reelect Igor Landau as Director For Against Mgmt
for a Term Lasting Four Years,
Subject to Approval of Item 25
Lack of information regarding board composition
and nominees.
12 Reelect Pierre Lescure as Director For Against Mgmt
for a Term Lasting Four Years,
Subject to Approval of Item 25
Lack of information regarding board composition
and nominees.
13 Reelect Henry P. Vigil as Director For Against Mgmt
for a Term Lasting Four Years,
Subject to Approval of Item 25
Lack of information regarding board composition
and nominees.
14 Reelect Didier Lombard as Director For Against Mgmt
for a Term Lasting Four Years,
Subject to Approval of Item 25
Lack of information regarding board composition
and nominees.
15 Ratify Mazars & Guerard as Auditors For For Mgmt
16 Ratify Patrick de Cambourg as For For Mgmt
Alternate Auditors
17 Approve Remuneration of Directors For For Mgmt
in the Aggregate Amount of EUR
450,000
18 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
19 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
Special Business
20 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
21 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 250 Million
22 Authorize Issuance of Equity or For Against Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 250 Million
23 Confirm Share Issuance in the For For Mgmt
Amount of EUR 15 Million in Favor
of Carlton Communications PLC
24 Approve Capital Increase Reserved For For Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
25 Amend Articles of Association to For Against Mgmt
Reflect 2003 Legal Changes Re:
Shareholding Disclosure, Role of
Chairman, and Access to
Information; Reduction in
Directors' Terms from Five to Four
Years; and References of
Government Representatives on the
Board
A level of disclosure below 5 percent does not
add substantially to shareholders' interests
and is often only a pretext for an antitakeover
defense. A lower level also requires a greater
number of shareholders to disclose their
ownership, causing a greater burden to
shareholders and to the company
26 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
05/07/04 - A/S THOMSON (formerly Thomson F91823108 None 2,795
Multimedia)
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income and For For Mgmt
Net Dividends of EUR 0.26 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Ratify Appointment of Paul Murray For Against Mgmt
as Director
6 Ratify Appointment of Henry P. For Against Mgmt
Vigil as Director
7 Ratify Appointment of Eric For Against Mgmt
Bourdais de Charbonniere as
Director
8 Reelect Thierry Breton as Director For Against Mgmt
for a Term Lasting Four Years,
Subject to Approval of Item 25
9 Reelect Frank Dangeard as Director For Against Mgmt
for a Term Lasting Four Years,
Subject to Approval of Item 25
10 Reelect Eddy Hartenstein as For Against Mgmt
Director for a Term Lasting Four
Years, Subject to Approval of Item
25
11 Reelect Igor Landau as Director For Against Mgmt
for a Term Lasting Four Years,
Subject to Approval of Item 25
12 Reelect Pierre Lescure as Director For Against Mgmt
for a Term Lasting Four Years,
Subject to Approval of Item 25
13 Reelect Henry P. Vigil as Director For Against Mgmt
for a Term Lasting Four Years,
Subject to Approval of Item 25
14 Reelect Didier Lombard as Director For Against Mgmt
for a Term Lasting Four Years,
Subject to Approval of Item 25
15 Ratify Mazars & Guerard as Auditors For For Mgmt
16 Ratify Patrick de Cambourg as For For Mgmt
Alternate Auditors
17 Approve Remuneration of Directors For For Mgmt
in the Aggregate Amount of EUR
450,000
18 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
19 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
Special Business
20 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
21 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 250 Million
22 Authorize Issuance of Equity or For Against Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 250 Million
23 Confirm Share Issuance in the For For Mgmt
Amount of EUR 15 Million in Favor
of Carlton Communications PLC
24 Approve Capital Increase Reserved For For Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
25 Amend Articles of Association to For Against Mgmt
Reflect 2003 Legal Changes Re:
Shareholding Disclosure, Role of
Chairman, and Access to
Information; Reduction in
Directors' Terms from Five to Four
Years; and References of
Government Representatives on the
Board
26 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
08/11/03 - S Tomkins Plc G89158136 None 480,148
1 Amend Articles of Association Re: For For Mgmt
Redemption of the Redeemable
Convertible Shares
2 Authorize the Early Redemption of For For Mgmt
the Redeemable Preference Shares
05/21/04 - A Tomkins Plc G89158136 None 254,828
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 7.4 For For Mgmt
Pence Per Share
4 Re-elect David Newlands as Director For For Mgmt
5 Re-elect Kenneth Lever as Director For For Mgmt
6 Re-elect Sir Brian Pitman as For For Mgmt
Director
7 Re-appoint Deloitte and Touche LLP For For Mgmt
as Auditors of the Company
8 Authorise Board to Fix For For Mgmt
Remuneration of the Auditors
9 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 12,887,706
10 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 1,933,155
11 Authorise 77,326,236 Ordinary For For Mgmt
Shares for Market Purchase
12 Amend Articles Re: Wordings For For Mgmt
04/28/04 - A/S Total S.A. (Formerly Total F92124100 None 60,986
Fina Elf S.A )
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income and For For Mgmt
Net Dividends of EUR 4.70 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
and Reissuance of Repurchased
Shares
6 Authorize Issuance of For For Mgmt
Bonds/Debentures
7 Reelect Thierry Desmarest as For For Mgmt
Director
8 Reelect Thierry de Rudder as For For Mgmt
Director
9 Reelect Serge Tchuruk as Director For For Mgmt
10 Elect Daniel Boeuf as For For Mgmt
Representative of Employee
Shareholders to the Board
11 Elect Philippe Marchandise as Against Against Mgmt
Representative of Employee
Shareholders to the Board
12 Elect Cyril Mouche as Against Against Mgmt
Representative of Employee
Shareholders to the Board
13 Elect Alan Cramer as Against Against Mgmt
Representative of Employee
Shareholders to the Board
14 Ratify Ernst & Young Audit as For For Mgmt
Auditors
15 Ratify KPMG Audit as Auditors For For Mgmt
16 Ratify Pierre Jouanne as Alternate For For Mgmt
Auditor
17 Ratify Jean-Luc Decornoy as For For Mgmt
Alternate Auditor
18 Approve Remuneration of Directors For For Mgmt
in the Aggregate Amount of EUR
900,000
Special Business
19 Approve Stock Option Plan Grants For For Mgmt
20 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 4 Billion
21 Authorize Issuance of Equity or For Against Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 2 Billion
22 Approve Capital Increase Reserved For For Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
05/14/04 - A/S Total S.A. (Formerly Total F92124100 None 76,972
Fina Elf S.A )
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income and For For Mgmt
Net Dividends of EUR 4.70 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
5 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
and Reissuance of Repurchased
Shares
6 Authorize Issuance of For For Mgmt
Bonds/Debentures
7 Reelect Thierry Desmarest as For For Mgmt
Director
8 Reelect Thierry de Rudder as For For Mgmt
Director
9 Reelect Serge Tchuruk as Director For For Mgmt
10 Elect Daniel Boeuf as For For Mgmt
Representative of Employee
Shareholders to the Board
11 Elect Philippe Marchandise as Against Against Mgmt
Representative of Employee
Shareholders to the Board
12 Elect Cyril Mouche as Against Against Mgmt
Representative of Employee
Shareholders to the Board
13 Elect Alan Cramer as Against Against Mgmt
Representative of Employee
Shareholders to the Board
14 Ratify Ernst & Young Audit as For For Mgmt
Auditors
15 Ratify KPMG Audit as Auditors For For Mgmt
16 Ratify Pierre Jouanne as Alternate For For Mgmt
Auditor
17 Ratify Jean-Luc Decornoy as For For Mgmt
Alternate Auditor
18 Approve Remuneration of Directors For For Mgmt
in the Aggregate Amount of EUR
900,000
Special Business
19 Approve Stock Option Plan Grants For For Mgmt
20 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 4 Billion
21 Authorize Issuance of Equity or For Against Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 2 Billion
22 Approve Capital Increase Reserved For For Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
06/23/04 - A Toyota Motor Corp. J92676113 03/31/04 7,200
Management Proposals
1 Approve Allocation of Income, For Against Mgmt
Including the Following Dividends:
Interim JY 20, Final JY 25,
Special JY 0
Because we believe support for the higher
dividend proposed by shareholders in Item 7
would likely spur demand for Toyota shares and
help boost the share price, we recommend that
shareholders oppose this resolution.
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
3 Elect Directors For For Mgmt
4 Approve Executive Stock Option Plan For For Mgmt
5 Authorize Share Repurchase Program For For Mgmt
6 Approve Retirement Bonuses for For For Mgmt
Directors and Special Bonus for
Family of Deceased Director
Shareholder Proposals
7 Approve Alternate Allocation of Against For ShrHoldr
Income, with a Final Dividend of
JY 40 Per Share
Because we believe support for the higher
dividend proposed by shareholders in Item 7 is
likely to increase demand for Toyota shares and
help boost the share price, we recommend that
shareholders support this resolution.
8 Amend Articles of Incorporation to Against For ShrHoldr
Require Disclosure of Individual
Compensation Levels of Directors
and Statutory Auditors
Because we believe the proposed amendment will
improve the flow of useful, relevant
information to shareholders, and should enhance
the company's overall reputation for
transparency, we recommend support for this
resolution.
9 Amend Articles of Incorporation to Against Against ShrHoldr
Prohibit Corporate Donations to
Political Parties and Political
Fundraising Groups
04/15/04 - A Ubs Ag H8920M855 None 93,928
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Allocation of Income and For For Mgmt
Dividends of CHF 2.60 per Share
3 Approve Discharge of Board and For For Mgmt
Senior Management
4 Elect Directors For For Mgmt
4.3 Ratify Ernst and Young as Auditors For For Mgmt
5.1 Approve CHF 47.6 Million Reduction For For Mgmt
in Share Capital via Cancellation
of Shares
5.2 Authorize Repurchase of Issued For For Mgmt
Share Capital
04/15/04 - A Ubs Ag H8920M855 03/10/04 54,173
Meeting for Holders of ADRs
1 ANNUAL REPORT, GROUP AND PARENT For For Mgmt
COMPANY ACCOUNTS FOR 2003. REPORTS
OF THE GROUP AND STATUTORY AUDITORS
2 APPROPRIATION OF RETAINED For For Mgmt
EARNINGS. DIVIDEND FOR FINANCIAL
YEAR 2003
3 DISCHARGE OF THE MEMBERS OF THE For For Mgmt
BOARD OF DIRECTORS AND THE GROUP
EXECUTIVE BOARD
4 RE-ELECTION OF BOARD MEMBER: SIR For For Mgmt
PETER DAVIS
5 ELECTION OF NEW BOARD MEMBER: For For Mgmt
STEPHAN HAERINGER
6 ELECTION OF NEW BOARD MEMBER: For For Mgmt
HELMUT PANKE
7 ELECTION OF NEW BOARD MEMBER: For For Mgmt
PETER SPUHLER
8 RE-ELECTION OF GROUP AND STATUTORY For For Mgmt
AUDITORS ERNST & YOUNG LTD., BASEL
9 CAPITAL REDUCTION: CANCELLATION OF For For Mgmt
SHARES REPURCHASED UNDER THE
2003/2004 SHARE BUYBACK PROGRAM
AND RESPECTIVE AMENDMENT OF
ARTICLE 4 OF THE ARTICLES OF
ASSOCIATION
10 CAPITAL REDUCTION: APPROVAL OF A For For Mgmt
NEW 2004/2005 SHARE BUYBACK PROGRAM
11 IN CASE OF AD-HOC SHAREHOLDERS For Against Mgmt
MOTIONS DURING THE ANNUAL GENERAL
MEETING, I/WE AUTHORIZE MY/OUR
PROXY TO VOTE IN ACCORDANCE WITH
THE BOARD OF DIRECTORS
Details of other business not disclosed by
company.
06/08/04 - A UCB B93562120 None 286
1 Receive Directors' Report None None Mgmt
2 Receive Auditors' Report None None Mgmt
3 Approve Financial Statements and For For Mgmt
Allocation of Income
4 Approve Discharge of Directors For For Mgmt
5 Approve Discharge of Auditors For For Mgmt
6 Reelect M. Eyskens and Prince For For Mgmt
Laurent as Independent Directors;
Elect Frederik Rock Doliveux as
Director; Reelect Daniel Goosens
as Auditor; Approve Remuneration
of Auditors of EUR 129,000 for the
UCB Group, of Which EUR 60,000 for
UCB S.A.
06/25/04 - A UFJ Holdings Inc. J9400N106 03/31/04 641
1 Approve Allocation of Retained For For Mgmt
Earnings, with No Dividends on
Ordinary Shares
2 Amend Articles to: Decrease For For Mgmt
Authorized Preferred Share Capital
to Reflect Conversion of Preferred
to Ordinary Shares - Authorize
Share Repurchases at Board's
Discretion
3 Elect Directors For For Mgmt
04/30/04 - A/S Unicredito Italiano SpA (Form T95132105 04/23/04 865,346
.Credito Italiano)
Special Business
1 Approve Issuance of Maximum 60 For For Mgmt
Million Shares Pursuant to Share
Option Scheme In Favor of
Managers/Directors of the Group
2 Approve Issuance of Maximum 104.85 For For Mgmt
Million Shares Pursuant to Share
Option Scheme In Favor of
Employees of the Group
Ordinary Business
1 Accept Financial Statements, For For Mgmt
Consolidated Accounts, and
Statutory Reports
2 Authorize Share Repurchase Program For For Mgmt
3 Approve Allocation of Income For For Mgmt
4 Appoint Internal Statutory For For Mgmt
Auditors, Chairman, and Two
Alternate Auditors
5 Approve Annual Remuneration of For For Mgmt
Internal Statutory Auditors
6 Elect External Auditors, KPMG Spa, For For Mgmt
and Fix Remuneration of Auditors
05/04/04 - A/S Unicredito Italiano SpA (Form T95132105 None 865,346
.Credito Italiano)
Special Business
1 Approve Issuance of Maximum 60 For For Mgmt
Million Shares Pursuant to Share
Option Scheme In Favor of
Managers/Directors of the Group
2 Approve Issuance of Maximum 104.85 For For Mgmt
Million Shares Pursuant to Share
Option Scheme In Favor of
Employees of the Group
Ordinary Business
1 Accept Financial Statements, For For Mgmt
Consolidated Accounts, and
Statutory Reports
2 Authorize Share Repurchase Program For For Mgmt
3 Approve Allocation of Income For For Mgmt
4 Appoint Internal Statutory For For Mgmt
Auditors, Chairman, and Two
Alternate Auditors
5 Approve Annual Remuneration of For For Mgmt
Internal Statutory Auditors
6 Elect External Auditors, KPMG Spa, For For Mgmt
and Fix Remuneration of Auditors
06/25/04 - S Unicredito Italiano SpA (Form T95132105 06/18/04 509,968
.Credito Italiano)
Special Business
1 Amend Articles To Reflect New For Against Mgmt
Italian Company Law Regulations;
Introduce One New Article in the
Bylaws; Cancel Rules Governing
General Meetings As Part of the
Company's Bylaws
Considering that the amendments herewith
presented are under a bundled item and that
some of them would have the effect of limiting
rights that shareholders would be entitled to
once the new Italian Company Law provisions
would become effective, we recommend a vote
against this resolution.
Ordinary Business
1 Approve Rules Governing General For For Mgmt
Meetings
06/28/04 - S Unicredito Italiano SpA (Form T95132105 None 509,968
.Credito Italiano)
Special Business
1 Amend Articles To Reflect New For Against Mgmt
Italian Company Law Regulations;
Introduce One New Article in the
Bylaws; Cancel Rules Governing
General Meetings As Part of the
Company's Bylaws
Ordinary Business
1 Approve Rules Governing General For For Mgmt
Meetings
06/29/04 - S Unicredito Italiano SpA (Form T95132105 None 509,968
.Credito Italiano)
Special Business
1 Amend Articles To Reflect New For Against Mgmt
Italian Company Law Regulations;
Introduce One New Article in the
Bylaws; Cancel Rules Governing
General Meetings As Part of the
Company's Bylaws
Ordinary Business
1 Approve Rules Governing General For For Mgmt
Meetings
06/29/04 - A Uniden Corp. J94148103 03/31/04 66,000
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 12.5, Final JY 12.5,
Special JY 0
2 Elect Directors For For Mgmt
3.1 Appoint Internal Statutory Auditor For For Mgmt
3.2 Appoint Internal Statutory Auditor For For Mgmt
4 Approve Retirement Bonuses for For For Mgmt
Directors and Statutory Auditors
The payment of such bonuses to non-executives
is a highly inappropriate practice.
05/12/04 - A Unilever Plc G92087124 None 196,292
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 11.92 For For Mgmt
Pence Per Ordinary Share
4 Re-elect Niall Fitzgerald as For For Mgmt
Director
5 Re-elect Antony Burgmans as For For Mgmt
Director
6 Re-elect Clive Butler as Director For For Mgmt
7 Re-elect Patrick Cescau as Director For For Mgmt
8 Re-elect Keki Dadiseth as Director For For Mgmt
9 Re-elect Andre baron van Heemstra For For Mgmt
as Director
10 Re-elect Rudy Markham as Director For For Mgmt
11 Elect Kees van der Graaf as For For Mgmt
Director
12 Re-elect Lord Brittan of For For Mgmt
Spennithorne as Director
13 Re-elect Baroness Chalker of For For Mgmt
Wallasey as Director
14 Re-elect Bertrand Collomb as For For Mgmt
Director
15 Re-elect Wim Dik as Director For For Mgmt
16 Re-elect Oscar Fanjul as Director For For Mgmt
17 Re-elect Claudio Gonzalez as For For Mgmt
Director
18 Re-elect Hilmar Kopper as Director For For Mgmt
19 Re-elect The Lord Simon of For For Mgmt
Highbury as Director
20 Re-elect Jeroen van der Veer as For For Mgmt
Director
21 Re-appoint PricewaterhouseCoopers For For Mgmt
LLP as Auditors of the Company
22 Authorise Board to Fix For For Mgmt
Remuneration of the Auditors
23 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 13,450,000
24 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 2 Million
25 Authorise 290 Million Ordinary For For Mgmt
Shares for Market Purchase
26 Amend Articles of Association Re: For For Mgmt
New Corporate Governance
Arrangements
27 Amend Articles of Association Re: For For Mgmt
Treasury Shares
05/06/04 - A United Business Media Plc (Fm. G92272106 None 42,829
United News & Media Plc)
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 5.7 For For Mgmt
Pence Per Share
4 Re-elect John Botts as Director For For Mgmt
5 Re-elect Malcolm Wall as Director For For Mgmt
6 Re-appoint Ernst and Young LLP as For For Mgmt
Auditors and Authorise Board to
Fix Remuneration of Auditors
7 Authorise 33,582,615 Ordinary For For Mgmt
Shares for Market Purchase
8 Authorise 6,212,819 B Shares for For For Mgmt
Market Purchase
9 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 27,985,513
10 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 4,197,827
11 Authorise EU Political Donations For For Mgmt
and Incur EU Political Expenditure
up to Aggregate Nominal Amount of
GBP 100,000
12 Approve United Business Media 2004 For For Mgmt
Uk and International Sharesave
Schemes
04/29/04 - A United Overseas Bank V96194127 None 401,112
1 Adopt Financial Statements and For For Mgmt
Directors' and Auditors' Reports
2 Declare Final Dividend of SGD 0.40 For For Mgmt
Per Share
3 Approve Directors' Fees of SGD For For Mgmt
618,750
4 Reappoint Ernst & Young as For For Mgmt
Auditors and Authorize Board to
Fix Their Remuneration
5 Reelect Sim Wong Hoo as Director For For Mgmt
6 Reelect Lim Pin as Director For For Mgmt
7 Reelect Margaret Lien Wen Hsien as For For Mgmt
Director
8 Reelect Ng Boon Yew as Director For For Mgmt
9 ReappointWee Cho Yaw as Director For For Mgmt
10 Approve Issuance of Shares and For Against Mgmt
Grant of Options Pursuant to the
1999 Share Option Scheme
Excessive dilution of 10%.
11 Approve Issuance of Shares without For For Mgmt
Preemptive Rights
04/29/04 - S United Overseas Bank V96194127 None 401,112
1 Authorize Share Repurchase Program For For Mgmt
05/06/04 - A Vivendi Universal SA (Formerly F7063C114 None 1,528
Vivendi)
Annual Meeting Agenda
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party
Transactions
4 Approve Allocation of Income and For For Mgmt
Omission of Dividends
5 Reelect Jean-Rene Fourtou as For For Mgmt
Director
6 Reelect Claude Bebear as Director For For Mgmt
7 Reelect Gerard Bremond as Director For For Mgmt
8 Reelect Bertrand Collomb as For For Mgmt
Director
9 Reelect Paul Fribourg as Director For For Mgmt
10 Reelect Gerard Kleisterlee as For For Mgmt
Director
11 Reelect Henri Lachmann as Director For For Mgmt
12 Elect Karel Van Miert as Director For For Mgmt
13 Elect Pierre Rodocanachi as For For Mgmt
Director
14 Ratify Cooptation of Gabriel For For Mgmt
Hawawini as Director
15 Authorize Issuance of For For Mgmt
Bonds/Debentures in the Aggregate
Value of Up to EUR 7 Billion
16 Authorize Repurchase of Up to Five For For Mgmt
Percent of Issued Share Capital
17 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
04/20/04 - A Vnu (Nv Verenigd Bezit Vnu) N93612104 04/13/04 1,028
1 Open Meeting None None Mgmt
2 Receive Report of Management Board None None Mgmt
3.1 Approve Financial Statements and For For Mgmt
Statutory Reports
3.2 Approve Discharge of Management For For Mgmt
Board
3.3 Approve Discharge of Supervisory For For Mgmt
Board
4.1 Receive Explanation of Company's None None Mgmt
Reserves and Dividend Policy
4.2 Approve Dividends For For Mgmt
5 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
6.1 Grant Board Authority to Issue For For Mgmt
Common and Seven Percent
Preference Shares Up to 20 Percent
of Issued Share Capital
6.2 Grant Board Authority to Issue All For For Mgmt
Authorized Yet Unissued Preference
B Shares Restricting/Excluding
Preemptive Rights
6.3 Grant Board Authority to Exclude For For Mgmt
Preemptive Rights from Issuance of
Common Shares Under Item 6.1
7 Ratify Auditors For For Mgmt
8 Discussion about Company's None None Mgmt
Corporate Governance Report
9 Approve Remuneration of Management For For Mgmt
Board
10 Reelect P. Elverding and J. For For Mgmt
Brentjes to Supervisory Board
11 Approve Remuneration of For For Mgmt
Supervisory Board
12 Other Business None None Mgmt
13 Close Meeting None None Mgmt
07/30/03 - A Vodafone Group PLC G93882101 None 5,079,405
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Reelect Lord MacLaurin of For For Mgmt
Knebworth as Director
4 Reelect Kenneth Hydon as Director For For Mgmt
5 Reelect Thomas Geitner as Director For For Mgmt
6 Reelect Alec Broers as Director For For Mgmt
7 Reelect Juergen Schrempp as For For Mgmt
Director
8 Elect John Buchanan as Director For For Mgmt
9 Approve Final Dividend of 0.8983 For For Mgmt
Pence Per Share
10 Ratify Deloitte and Touche as For For Mgmt
Auditors
11 Authorize Board to Fix For For Mgmt
Remuneration of Auditors
12 Authorize EU Political Donations For For Mgmt
up to GBP 100,000
13 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of USD 900,000,000
14 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of USD 340,000,000
15 Authorize 6,800,000,000 Shares for For For Mgmt
Share Repurchase Program
12/09/03 - E Vodafone Holdings K.K. (frm. J27859107 10/27/03 992
Japan Telecom Holdings Co.,
Ltd
1 Amend Articles to: Change Location For For Mgmt
of Head Office - Change Company
Name to Vodafone Holdings K.K.
2 Approve Reduction in Capital For For Mgmt
Reserves
3 Elect Director For For Mgmt
02/25/04 - A Wal-Mart de Mexico S.A. de P98180105 None 626,738
C.V. (frmrly. Cifra S.A.)
Ordinary Business
1 Accept Chairman's Report For For Mgmt
2 Accept Audit Committee's Report For For Mgmt
3 Accept Supervisory Board Report For For Mgmt
4 Accept Financial Statements For For Mgmt
5 Accept Report Re: Share Repurchase For For Mgmt
Reserve
6 Cancel 27.6 Million Series C For For Mgmt
Treasury Shares
Special Business
7 Approve Conversion of Class C For For Mgmt
Shares into Class V Shares,
Increasing Voting Rights of Class
C Shareholders
Ordinary Business
8 Approve Allocation of Income For For Mgmt
9 Approve Dividend of MXN 0.44 Per For For Mgmt
Share Payable in Cash or Shares
Special Business
10 Approve MXN 1.9 Billion Increase For For Mgmt
in Variable Capital Through
Issuance of 98.4 Million Common
Shares to Service Stock Dividend
Payout Proposed in Previous Item;
Cancel Unused Portion of Capital
Increase
11 Amend Articles For For Mgmt
Ordinary Business
12 Accept Report Re: Employee Stock For Against Mgmt
Option Plan
Lack of information
13 Accept Report Re: Wal-Mart de For For Mgmt
Mexico Foundation
14 Approve Discharge of Directors For For Mgmt
15 Elect Members of Management and For For Mgmt
Supervisory Boards
16 Approve Minutes of Meeting For For Mgmt
05/20/04 - A Wm Morrison Supermarkets PLC G62748119 None 189,500
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Final Dividend of 2.7 For For Mgmt
Pence Per Share
3 Re-elect Marie Melnyk as Director For For Mgmt
4 Re-elect Roger Owen as Director For For Mgmt
5 Approve Remuneration Report For Against Mgmt
Due to the lack of adequate disclosure and
rolling retesting for options, this item is not
supportable.
6 Re-appoint KPMG Audit Plc as For For Mgmt
Auditors and Authorise Board to
Fix Remuneration of Auditors
7 Authorise 151,900,000 Ordinary For For Mgmt
Shares and 144,476 Convertible
Preference Shares for Market
Purchase
8 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 80 Million
9 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 13,255,325
04/21/04 - A Wolters Kluwer Nv N9643A114 None 3,406
1 Open Meeting None None Mgmt
2.1 Receive Report of Management Board None None Mgmt
2.2 Receive Report of Supervisory Board None None Mgmt
2.3 Approve Financial Statements and For For Mgmt
Statutory Reports
2.4 Approve Allocation of Income and For For Mgmt
Dividends of EUR 0.55 Per Share
3 Discussion about Company's None None Mgmt
Corporate Governance Report
4.1 Approve Discharge of Management For For Mgmt
Board
4.2 Approve Discharge of Supervisory For For Mgmt
Board
5 Elect Supervisory Board Member For For Mgmt
6.1 Approve Remuneration Policy for For For Mgmt
Management Board Members
6.2 Approve Long-Term Incentive Plan For For Mgmt
for Management Board Members
7 Grant Board Authority to Issue Up For For Mgmt
to 20 Percent of the Authorized
Yet Unissued Shares
Restricting/Excluding Preemptive
Rights
8 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
9 Other Business None None Mgmt
10 Close Meeting None None Mgmt
04/07/04 - S WPP Group Plc G97974102 None 421,740
1 Approve 2004 Leadership Equity For For Mgmt
Acquisition Plan
04/16/04 - S WPP Group Plc G97974102 None 421,740
1 Approve 2004 Leadership Equity For For Mgmt
Acquisition Plan
06/28/04 - A WPP Group Plc G97974102 None 272,520
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Final Dividend of 4.4 For For Mgmt
Pence Per Ordinary Share
3a Elect Orit Gadiesh as Director For For Mgmt
3b Elect Koichiro Naganuma as Director For For Mgmt
3c Elect Paul Spencer as Director For For Mgmt
3d Re-elect Philip Lader as Director For For Mgmt
3e Re-elect Jeremy Bullmore as For For Mgmt
Director
3f Re-elect John Jackson as Director For For Mgmt
3g Re-elect Stanley Morten as Director For For Mgmt
3h Re-elect John Quelch as Director For For Mgmt
4 Re-appoint Deloitte and Touche LLP For For Mgmt
as Auditors and Authorise Board to
Fix Remuneration of Auditors
5 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 39,334,225
6 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 5,900,134
7 Authorise 118,002,676 Ordinary For For Mgmt
Shares for Market Purchase
8 Approve Remuneration Report For For Mgmt
9 Amend the Capital Investment Plan For For Mgmt
10 Amend the Notional Share Award Plan For For Mgmt
11 Approve Increase in Remuneration For For Mgmt
of Non-Executive Directors from
GBP 450,000 to GBP 1,000,000
06/24/04 - A Yamanouchi Pharmaceutical Co. J96216122 03/31/04 72,000
Ltd.
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 15, Final JY 16,
Special JY 0
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
Because allowing the company to repurchase
shares solely at the board's discretion is not
in shareholders' interest, this item is not
supportable.
3 Approve Merger Agreement with For For Mgmt
Fujisawa Pharmaceutical Co.
4 Elect Directors For For Mgmt
5.1 Appoint Internal Statutory Auditor For For Mgmt
5.2 Appoint Internal Statutory Auditor For For Mgmt
6 Approve Executive Stock Option Plan For For Mgmt
7 Approve Retirement Bonuses for For For Mgmt
Directors
06/29/04 - A Yamato Transport Co. Ltd. J96612114 03/31/04 4,000
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 8, Final JY 10, Special
JY 0
2 Amend Articles to: Reduce Board For For Mgmt
Size - Streamline Board Structure
- Authorize Share Repurchases at
Board's Discretion
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
4.2 Appoint Internal Statutory Auditor For For Mgmt
4.3 Appoint Internal Statutory Auditor For For Mgmt
5 Approve Retirement Bonuses for For For Mgmt
Directors and Statutory Auditors
and Payments to Continuing
Directors and Auditors in
Connection with Abolition of
Retirement Bonus System
The payment of such bonuses to non-executives
is a highly inappropriate practice.
11/28/03 - S YUKOS OIL 98849W108 09/25/03 16,250
Elect 11 Directors by Cumulative
Voting
1 Elect Directors For For Mgmt
2 Adopt New Charter For Against Mgmt
Lack of information
3 Approve Dividends for First Nine For For Mgmt
Months of 2003
06/24/04 - A YUKOS OIL 98849W108 05/27/04 20,950
Meeting for Holders of ADRs
1 APPROVAL OF THE ANNUAL REPORT OF For For Mgmt
YUKOS OIL COMPANY FOR 2003.
2 APPROVAL OF THE ANNUAL ACCOUNTING For For Mgmt
REPORTS, INCLUDING THE PROFIT AND
LOSS ACCOUNT, OF YUKOS OIL COMPANY
FOR FY 2003.
3 APPROVAL OF DISTRIBUTION OF PROFIT For For Mgmt
OF YUKOS OIL COMPANY FOR FY 2003,
INCLUDING PAYMENT OF DIVIDEND ON
COMMON SHARES OF YUKOS OIL
COMPANY, AND OF LOSSES FOR FY 2003.
4 ELECTION OF THE BOARD OF DIRECTORS For For Mgmt
OF YUKOS OIL COMPANY.
5 ELECTION OF MURASHOVA ANTONINA B. For For Mgmt
TO THE AUDITING COMMISSION OF
YUKOS OIL COMPANY.
6 ELECTION OF BRITKOVA ELENA V. TO For For Mgmt
THE AUDITING COMMISSION OF YUKOS
OIL COMPANY.
7 ELECTION OF SERZHANOVA MARGARITA For For Mgmt
O. TO THE AUDITING COMMISSION OF
YUKOS OIL COMPANY.
8 APPROVAL OF THE AUDITOR OF YUKOS For For Mgmt
OIL COMPANY FOR 2004.
9 APPROVAL OF THE TOTAL AMOUNT OF For For Mgmt
REMUNERATION AND REIMBURSEMENTS OF
DIRECTORS OF YUKOS OIL COMPANY FOR
THE PERIOD 2004-2005.
Vote Summary Report
Jul 01, 2003 - Apr 30, 2004
AAL VARIABLE PRODUCT INTERNATIONAL PORTFOLIO (MERGED INTO THRIVENT PARTNER INTERNATIONAL STOCK PORTFOLIO ON
5/1/2004)
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
04/26/04 - A/S Accor F00189120 None 38,283
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party Transactions
4 Approve Allocation of Income and For For Mgmt
Dividends of EUR 1.575 per Share
5 Ratify Cooptation of Gabriele For Against Mgmt
Galateri Di Genola as Supervisory
Board Member
In light of these shortcomings, and due to the
overall lack of information regarding current
board composition and board committee
membership, we recommend a vote against the
election of the candidates proposed at this
meeting.
6 Elect Francis Mayer as Supervisory For Against Mgmt
Board Member
7 Authorize Repurchase of Up to 18 For For Mgmt
Million Shares
Special Business
8 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
9 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 200 Million
The potential increase of 33.46 percent of
issued capital over a period of 26 months is in
line with the limit we recommend for general
requests to issue capital with preemptive
rights.
10 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 100 Million
The potential increase of 16.73 percent of
issued capital over a period of 26 months is in
line with the limit we recommend for general
requests to issue capital without preemptive
rights. Furthermore, it is very rare for a
French company to request an issuance without
preemptive rights that is smaller than the one
with preemptive rights. This is a clear
improvement over the common French issuance
request.
11 Authorize Capitalization of For For Mgmt
Reserves of Up to EUR 200 Million
for Bonus Issue or Increase in Par
Value
Dilution is not a problem when capital is
increased using any of these scenarios, as this
would merely transfer wealth to shareholders.
We see no reason to oppose this request.
12 Set Global Limit for Capital For For Mgmt
Increase to Result from All
Issuance Requests at EUR 300 Million
13 Approve Capital Increase Reserved For For Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
14 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
04/29/04 - A Astrazeneca Plc (Formerly G0593M107 None 50,474
Zeneca Plc)
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Confirm First Interim Dividend of For For Mgmt
USD 0.255 Per Ordinary Share and
Confirm as the Final Dividend the
Second Interim Dividend of USD
0.540 Per Ordinary Share
3 Reappoint KPMG Audit Plc as For For Mgmt
Auditors of the Company
4 Authorise Board to Fix Remuneration For For Mgmt
of the Auditors
5a Re-elect Percy Barnevik as Director For For Mgmt
5b Re-elect Hakan Mogren as Director For For Mgmt
5c Re-elect Sir Tom McKillop as For For Mgmt
Director
5d Re-elect Jonathan Symonds as For For Mgmt
Director
5e Re-elect Sir Peter Bonfield as For For Mgmt
Director
5f Re-elect John Buchanan as Director For For Mgmt
5g Re-elect Jane Henney as Director For For Mgmt
5h Elect Michele Hooper as Director For For Mgmt
5i Elect Joe Jimenez as Director For For Mgmt
5j Re-elect Erna Moller as Director For For Mgmt
5k Re-elect Dame Bridget Ogilvie as For For Mgmt
Director
5l Elect Louis Schweitzer as Director For For Mgmt
5m Re-elect Marcus Wallenberg as For For Mgmt
Director
6 Approve Remuneration Report For For Mgmt
7 Adopt New Articles of Association For For Mgmt
8 Authorise EU Political Donations up For For Mgmt
to Aggregate Nominal Amount of USD
150,000
9 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of USD 140,456,500
10 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of USD 21,068,745
11 Authorise up to 10 Percent of the For For Mgmt
Company's Issued Share Capital for
Market Purchase
12 Approve Increase in Remuneration of For For Mgmt
Non-Executive Directors from GBP
750,000 to GBP 1,100,000
07/18/03 - A BAA plc G12924109 None 92,556
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 12.7 For For Mgmt
Pence Per Share
4 Elect Janis Kong as Director For For Mgmt
5 Reelect Brian Collie as Director For For Mgmt
6 Reelect John Hoerner as Director For For Mgmt
7 Reelect Tony Ward as Director For For Mgmt
8 Approve PricewaterhouseCoopers LLP For For Mgmt
as Auditors and Authorize Board to
Fix Their Remuneration
9 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of GBP 230,000,000
10 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of GBP 53,489,000
11 Approve Increase in Remuneration of For For Mgmt
Non-executive Directors to GBP
450,000
12/29/03 - S Banca Intesa SPA (Formerly T17074104 None 550,135
IntesaBci Spa )
Ordinary Business
1 Fix Number of Directors on the For Against Mgmt
Board; Elect Directors; Determine
Directors' Term and Remuneration
01/13/04 - S Banca Intesa SPA (Formerly T17074104 None 550,135
IntesaBci Spa )
Ordinary Business
1 Fix Number of Directors on the For Against Mgmt
Board; Elect Directors; Determine
Directors' Term and Remuneration
04/14/04 - A Banca Intesa SPA (Formerly T17074104 04/09/04 32,552
IntesaBci Spa )
Annual Meeting Agenda
1 Approve Financial Statements, For For Mgmt
Statutory Reports, Allocation of
Income, and Distribution of
Reserves and/or Company Shares
04/15/04 - A Banca Intesa SPA (Formerly T17074104 None 32,552
IntesaBci Spa )
Annual Meeting Agenda
1 Approve Financial Statements, For For Mgmt
Statutory Reports, Allocation of
Income, and Distribution of
Reserves and/or Company Shares
02/27/04 - A Banco Bilbao Vizcaya E11805103 02/27/04 78,651
Argentaria
1 Approve Financial Statements, For For Mgmt
Allocation of Income and
Distribution of Dividend, and
Discharge Directors
2 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with or
without Preemptive Rights
3 Authorize Issuance of Bonds up to For For Mgmt
Aggregate Nominal Amount of EUR
71.8 Billion
4 Amend Articles 24, 29, 31, 34, 35, For For Mgmt
37, 38, 45 Re: Attendance Rights,
Shareholder Information Rights,
Adoption of Agreements, Board
Election and Size, Board Member
Requirements, Board Vacancies,
Chairman and Secretary, Creation
and Composition of Board
5 Approve General Meeting Guidelines; For For Mgmt
Information Re: Board Guidelines
6 Approve Listing (or Delisting) of For For Mgmt
Shares on Secondary/Foreign
Exchanges
7 Authorize Repurchase of Shares and For For Mgmt
Subsequent Cancellation of
Repurshased Shares
8 Reelect Deloitte & Touche Espana, For For Mgmt
S.L. as Auditors
9 Elect Jose Antonio Fernandez Rivero For For Mgmt
and Carlos Loring as New Directors;
Reelect Directors
10 Approve Fund Transfer to Employee For For Mgmt
Retirement Fund
11 Authorize Board to Ratify and For For Mgmt
Execute Approved Resolutions
11/13/03 - A BHP Billiton Limited (Formerly Q1498M100 11/11/03 190,199
BHP Ltd.)
1 Accept Financial Statements for BHP For For Mgmt
Billiton Ltd and Statutory Reports
for the Year Ended June 30, 2003
2 Accept Financial Statements and For For Mgmt
Statutory Reports for BHP Billiton
Plc for the Year Ended June 30, 2003
3 Elect D C Brink as Director of BHP For For Mgmt
Billiton Ltd
4 Elect D C Brink as Director of BHP For For Mgmt
Billiton Plc
5 Elect M A Chaney as Director of BHP For For Mgmt
Billiton Ltd
6 Elect M A Chaney as Director of BHP For For Mgmt
Billiton Plc
7 Elect Lord Renwick of Clifton as For For Mgmt
Director of BHP Billiton Ltd
8 Elect Lord Renwick of Clifton as For For Mgmt
Director of BHP Billitoon Plc as
Director
9 Elect M Salamon as Director of BHP For For Mgmt
Billiton Ltd
10 Elect M Salamon as Director of BHP For For Mgmt
Billiton Plc
11 Elect J G Buchanan as Director of For For Mgmt
BHP Billiton Ltd
12 Elect J G Buchanan as Director of For For Mgmt
BHP Billiton Plc
13 Approve KPMG Audit Plc and For For Mgmt
PricewaterhouseCoopers LLP as
Auditors and Authorize Board to Fix
Their Remuneration
14 Approve Authority to Allot Shares For For Mgmt
in BHP Billiton Plc
15 Approve Renewal of Authority to For For Mgmt
Allot Equity Securities for Cash
16 Authorize Share Repurchase Program For For Mgmt
17 Approve Remuneration Report for the For For Mgmt
Year Ended June 30, 2003
The total cost of the company's plans
calculated in this year is 1.567 percent, which
is within the allowable cap for this company of
6.84 percent. Therefore, we recommend that
shareholders support this resolution.
18 Approve the Grant of Deferred For For Mgmt
Shares, Options and Performance
Shares to Executive Director and
Chief Executive Officer, C W
Goodyear Under the BHP Billiton
Limited Group Incentive Scheme
19 Approve the Grant of Deferred For For Mgmt
Shares, Options and Performance
Shares to Executive Director and
Senior Minerals Executive, M
Salamon Under the BHP Billiton Plc
Group Incentive Scheme
04/22/04 - A/S Bouygues SA F11487125 None 2,631
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Discharge Directors
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income and For For Mgmt
Dividends of EUR 0.75 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party Transactions
5 Ratify Cooptation of Charles de For For Mgmt
Croisset as Director
6 Ratify Cooptation of Thierry For For Mgmt
Jourdaine as Director
7 Reelect Charles de Croisset as For For Mgmt
Director
8 Reelect Yves Gabriel as Director For For Mgmt
9 Reelect Financiere Pinault as For For Mgmt
Director
10 Elect Alain Pouyat as Director For For Mgmt
11 Reappoint Mazars & Guerard as For For Mgmt
Auditors
12 Reappoint Thierry Colin as For For Mgmt
Alternate Auditor
13 Authorize Issuance of For For Mgmt
Bonds/Debentures in the Aggregate
Value of up to EUR 4 Billion
14 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Capital
Special Business
15 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 150 Million
The potential capital increase (35.85 percent
over currently issued capital) is in line with
the limits prescribed by our guidelines for
issuances with preemptive rights.
16 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 150 Million
We believe that shareholders should have
preemptive rights for large stock issues, but
also that companies should have the flexibility
to transact ordinary business (to fund
compensation plans, for example) without having
to incur the extra expense of providing
preemptive rights for small issuances. A
potential capital increase of 35.85 percent of
issued capital per 26 months falls within the
limit recommended by our guidelines for general
requests to issue capital without preemptive
rights.
17 Allow Board to Use All Outstanding For Against Mgmt
Capital Authorizations in the Event
of a Public Tender Offer or Share
Exchange Offer
ISS opposes all forms of antitakeover
mechanisms, as they limit shareholder value by
eliminating the takeover or control premium for
the company. As owners of the company,
shareholders should be given the opportunity to
decide on the merits of takeover offers.
18 Approve Capital Increase Reserved For Against Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
19 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
20 Approve Stock Option Plan Grants For Against Mgmt
The plan does not contain several of the
elements that we favor in a standard French
executive stock option plan. ISS would like to
see a Remuneration Committee comprised solely
of independent directors making recommendations
on stock option grants. Furthermore, the plan
provides for excessive discretion to the board
to determine the total number of shares
reserved for the company's stock option plans.
Our guidelines provide that shares reserved for
all share options plans may not exceed 5
percent of company's issued share capital.
Finally, we believe that options for management
should be used as incentive and not as
alternate forms of compensation, and thus we
disapprove of options being granted to
management at a discount. For these reasons and
because we believe that options granted to
management should serve solely as incentives,
we do not recommend supporting this plan, which
provides for option grants to management at a
discount of up to 5 percent.
21 Amend Articles to Reflect 2003 For For Mgmt
Financial Security Legislation Re:
Responsibilities of the Chairman
We see no reason to oppose these changes.
22 Amend Articles to Reflect 2003 For For Mgmt
Financial Security Legislation Re:
Access to Company Information
The legislation now foresees that all board
members are ensured full access to necessary
information. This is a positive change, and we
thus recommend a vote in favor of this request.
23 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
03/30/04 - A Bridgestone Corp. J04578126 12/31/03 6,000
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 8, Final JY 8, Special
JY 0
2 Authorize Share Repurchase Program For For Mgmt
The limits on the plan are within our
guidelines, and this is a routine request.
3 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
4 Elect Director For For Mgmt
5.1 Appoint Internal Statutory Auditor For Against Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, the first nominee for
independent auditor cannot be expected to
fulfill the role of independent monitor of the
company's activities on behalf of all
shareholders.
5.2 Appoint Internal Statutory Auditor For For Mgmt
6 Approve Retirement Bonuses for For Against Mgmt
Director and Statutory Auditor
As we believe the payment of such bonuses to
non-executives is a highly inappropriate
practice anywhere, not just in Japan, we see no
alternative but to recommend opposing the whole
item.
7 Approve Executive Stock Option Plan For For Mgmt
03/30/04 - A Canon Inc. J05124144 12/31/03 19,000
1 Approve Allocation of Income, For For Mgmt
Including the Following Dividends:
Interim JY 15, Final JY 35, Special
JY 0
2 Amend Articles to: Authorize Share For For Mgmt
Repurchases at Board's Discretion
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by those
with long-standing ties to those companies and
their affiliates, the nominee for independent
auditor (Candidate 3) cannot be expected to
fulfill the role of independent monitor of the
company's activities on behalf of all
shareholders.
4.2 Appoint Internal Statutory Auditor For For Mgmt
4.3 Appoint Internal Statutory Auditor For Against Mgmt
5 Appoint Additional External Auditor For For Mgmt
6 Approve Retirement Bonuses for For For Mgmt
Directors and Statutory Auditors
7 Approve Adjustment to Aggregate For For Mgmt
Compensation Ceiling for Directors
and Statutory Auditors
04/19/04 - A/S Carrefour S.A. F13923119 None 1,463
Annual Meeting Agenda
1 Approve Financial Statements and For For Mgmt
Discharge Directors
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Acquisition of Societe For For Mgmt
Financiere Labruyere Eberle and
Issuance of 6.46 Million Shares in
Connection with Acquisition
This proposal merely represents an internal
restructuring that should increase transparency
of Carrefour's shareholding structure. Based on
this reason and given the acceptable dilution,
we recommend a vote in favor of this request.
4 Approve Allocation of Income and For For Mgmt
Net Dividends of EUR 0.74 per Share
5 Amend Articles of Association to For For Mgmt
Reduce Terms of Board Members from
Six Years to Four Years
6 Ratify Cooptation of Luc Vandevelde For For Mgmt
as Director
7 Reelect Daniel Bernard as Director For For Mgmt
8 Reelect Carlos March as Director For For Mgmt
9 Reelect Jacques Badin as Director For For Mgmt
10 Reelect Francois Henrot as Director For For Mgmt
11 Reelect Christian Blanc as Director For For Mgmt
12 Elect Jose-Luis Leal-Maldonado as For For Mgmt
Director
13 Authorize Repurchase of Up to For For Mgmt
71,614,230 Shares
14 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
15 Approve Stock Option Plan Grants For Against Mgmt
Due to the absence of the annual report, the
total number of shares reserved for the
company's stock option plans has not been
disclosed. Furthermore, contrary to market
practice, the company did not provide the
number of shares that may be issued pursuant to
this request. Finally, we believe that options
for management should be used as incentives and
not as alternate forms of compensation, and
thus we disapprove of options being granted to
management at a discount. Due to the lack of
information and because we believe that options
granted to management should serve solely as
incentives, we do not recommend supporting this
plan, which provides for option grants to
management at a discount of up to 20 percent.
16 Amend Articles of Association Re: For For Mgmt
Board Representation, Auditor
Participation at Board Meetings,
and Use of Electronic Media at
Shareholder Meetings
04/27/04 - A/S Carrefour S.A. F13923119 None 2,380
Annual Meeting Agenda
1 Approve Financial Statements and For For Mgmt
Discharge Directors
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Acquisition of Societe For For Mgmt
Financiere Labruyere Eberle and
Issuance of 6.46 Million Shares in
Connection with Acquisition
4 Approve Allocation of Income and For For Mgmt
Net Dividends of EUR 0.74 per Share
5 Amend Articles of Association to For For Mgmt
Reduce Terms of Board Members from
Six Years to Four Years
6 Ratify Cooptation of Luc Vandevelde For For Mgmt
as Director
7 Reelect Daniel Bernard as Director For For Mgmt
8 Reelect Carlos March as Director For For Mgmt
9 Reelect Jacques Badin as Director For For Mgmt
10 Reelect Francois Henrot as Director For For Mgmt
11 Reelect Christian Blanc as Director For For Mgmt
12 Elect Jose-Luis Leal-Maldonado as For For Mgmt
Director
13 Authorize Repurchase of Up to For For Mgmt
71,614,230 Shares
14 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
15 Approve Stock Option Plan Grants For Against Mgmt
16 Amend Articles of Association Re: For For Mgmt
Board Representation, Auditor
Participation at Board Meetings,
and Use of Electronic Media at
Shareholder Meetings
04/30/04 - A Credit Suisse Group (Formerly H3698D419 None 87,657
Cs Holding)
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Discharge of Board and For For Mgmt
Senior Management
3.1 Approve Allocation of Income and For For Mgmt
Omission of Dividends
3.2 Approve CHF 597.5 Million Reduction For For Mgmt
in Share Capital via Reduction in
Par Value and Repayment to
Shareholders
4 Elect Directors For For Mgmt
4.2 Reelect KPMG Klynveld Peat Marwick For For Mgmt
Goerdeler SA as Auditors
4.3 Reelect BDO Sofirom as Special For For Mgmt
Auditors
5.1 Amend Articles Re: Submission of For For Mgmt
Shareholder Proposals
5.2 Amend Articles Re: Delete For For Mgmt
Provisions Concerning Contributions
In Kind
03/12/04 - A Daewoo Shipbuilding & Marine Y1916Y117 12/31/03 36,890
Engineering Co.
1 Approve Appropriation of Income and For For Mgmt
Dividends of KRW 350 Per Share
2 Amend Articles of Incorporation Re: For For Mgmt
Additional Business Objectives,
Written Exercise of Voting Rights
3 Elect Directors For For Mgmt
4 Elect Member of Audit Committee For For Mgmt
5 Approve Limit on Remuneration of For For Mgmt
Directors
04/30/04 - A DBS Group Holdings Ltd. Y20246107 None 135,000
(Formerly Development Bank of
Singapore)
1 Adopt Financial Statements and For For Mgmt
Directors' and Auditors' Reports
2a Declare Final Dividend of SGD 0.16 For For Mgmt
Per Ordinary Share
2b Declare Final Dividend of SGD 0.16 For For Mgmt
Per Non-Voting Convertible
Preference Share
2c Declare Final Dividend of SGD 0.16 For For Mgmt
Per Non-Voting Redeemable
Convertible Preference Share
3 Approve Directors' Fees of SGD For For Mgmt
647,851 for the Year Ended Dec. 31,
2003
4 Reappoint Ernst & Young as Auditors For For Mgmt
and Authorize Board to Fix Their
Remuneration
5a Reelect S. Dhanabalan as Director For For Mgmt
5b Reelect Bernard Chen Tien Lap as For For Mgmt
Director
5c Reelect Fock Siew Wah as Director For For Mgmt
5d Reelect Kwa Chong Seng as Director For For Mgmt
5e Reelect Narayana Murthy as Director For For Mgmt
5f Reelect Frank Wong Kwong Shing as For For Mgmt
Director
5g Reappoint Thean Lip Ping as Director For For Mgmt
6a Approve Issuance of Shares and For Against Mgmt
Grant of Options Pursuant to the
Share Option Plan
In this case, the maximum combined size of the
company's share plans is 15 percent of issued
capital, which exceeds our guidelines. Although
we support the grant of shares and options as a
way of encouraging eligible participants to
focus on ways to improve a company's share
price, we believe that these plans,
collectively, represent an excessive degree of
dilution to ordinary shareholders.
6b Approve Issuance of Shares and For Against Mgmt
Grant of Options Pursuant to the
Performance Share Plan
6c Approve Issuance of Shares without For For Mgmt
Preemptive Rights
04/30/04 - S DBS Group Holdings Ltd. Y20246107 None 135,000
(Formerly Development Bank of
Singapore)
1 Amend Articles of Association For For Mgmt
2 Approve Issuance of Shares without For For Mgmt
Preemptive Rights
3 Authorize Share Repurchase Program For For Mgmt
03/31/04 - A Edp-Electricidade De Portugal X67925119 None 209,692
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income For For Mgmt
4 Approve Discharge of Management and For For Mgmt
Supervisory Boards
5 Authorize Repurchase of Shares For For Mgmt
6 Authorize Bond Repurchase; For For Mgmt
Reissuance of Repurchased Bonds
7 Amend Articles Re: Meeting Notice For For Mgmt
Period
10/06/03 - S France Telecom SA F4113C103 None 37,039
Ordinary Business
1 Amend Terms of Share Repurchase For For Mgmt
Plan Submitted to Shareholder Vote
at May 27, 2003, AGM/EGM
Special Business
2 Authorize Board to Issue Up to 100 For For Mgmt
Million Shares to Participants of
Orange's Stock Option Plan, Share
Purchase Plan, Orange Senior
Discretionary Share Plan and
Restricted Share Plan, As Well As
Signatories of France Telecom
Liquidity Agreement
3 Approve Capital Increase Reserved For For Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
4 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
04/09/04 - A/S France Telecom SA F4113C103 None 1,983
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Discharge Directors for Fiscal Year
Ended Dec. 2003
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
for Fiscal Year Ended Dec. 2003
3 Approve Treatment of Losses and For For Mgmt
Dividends of EUR 0.25 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party Transactions
5 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
Special Business
6 Fix Issue Price of Previous For For Mgmt
Authority to Issue Equity or
Equity-Linked Securities without
Preemptive Rights Submitted to
Shareholder Vote at Feb. 25, 2003
EGM to Increase Capital by up to
EUR 30 Billion
7 Amend Article 1, 2, and 7 to For For Mgmt
Reflect 2003 Legislative Changes,
Postal Service and
Telecommunication Code, and
European Parliament Directives
ISS disapproves in principle of bundling
together proposals that could be presented as
separate voting items because bundled
resolutions leave shareholders with an
all-or-nothing choice, skewing power
disproportionately towards the board and away
from shareholders. However, the amendments
proposed under this Item are to enable the
future privatization of the company, and as
such we recommend to vote for this request.
8 Amend Articles to Reflect 2003 For For Mgmt
Legislative Changes; Remove French
Government Obligation to Retain
Majority Stake in Company and Amend
Articles with Respect to Board
Composition
9 Amend Articles to Reflect Potential For For Mgmt
Change in Control with Respect to
Powers of Chairman and Management
Although we disapprove in principle of bundling
together proposals that could be presented as
separate voting items because bundled
resolutions leave shareholders with an
all-or-nothing choice, skewing power
disproportionately towards the board and away
from shareholders, in this specific case the
amendments are introduced in preparation of the
future privatization of France Telecom. As
such, we recommend to vote for this request.
10 Amend Articles of Association to For For Mgmt
Introduce Liquidation Provision
11 Authorize Board to Issue Up to 30 For For Mgmt
Million Shares to Participants of
Wanadoo Stock Option Plan in
Connection with France Telecom
Liquidity Agreement
12 Approve Capital Increase Reserved For Against Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
13 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
04/29/04 - A Heineken Nv N39427195 None 19,867
1 Open Meeting None None Mgmt
2 Approve Financial Statements and For For Mgmt
Statutory Reports
3 Approve Allocation of Income For Against Mgmt
We recommend voting against the allocation of
income proposal based on the long-term
shareholder-unfriendly policy of the company.
4 Approve Discharge of Management For For Mgmt
Board
5 Approve Discharge of Supervisory For For Mgmt
Board
6 Approve Lowering in Par Value from For For Mgmt
EUR 2 to EUR 1.60 via a 5:4 (Five
New Shares for Every Four Currently
Held) Stock Split
7 Amend Articles Re: 5:4 Stock Split; For For Mgmt
Editorial Changes
8 Elect Supervisory Board Member Split Split Mgmt
8.1 Elect A. Risseeuwto Supervisory
Board --- For
8.2 Elect R. Overgaauw to Supervisory
Board --- Against
In ISS's opinion, the candidate presented under
Item 8.1 possesses better qualifications for
board membership. On this basis, we recommend a
vote against Item 8.2.
9 Elect Directors Split Split Mgmt
9.1 Elect K. Bueche to Management Board
--- For
9.2 Elect J. Buijs to Management Board
--- Against
Based on the information provided, the
candidate presented under Item 9.1 possesses
better qualifications for board membership. On
this basis, we recommend a vote against Item
9.2.
10 Discussion about Company's None None Mgmt
Corporate Governance Report
03/12/04 - A Hyundai Motor Co. Y38472109 12/31/03 12,060
1 Approve Appropriation of Income and For For Mgmt
Dividends of KRW 1000 Per Share
2 Amend Articles of Incorporation For For Mgmt
3 Elect Directors For For Mgmt
4 Elect Member of Audit Committee For For Mgmt
5 Approve Limit on Remuneration of For For Mgmt
Directors
04/02/04 - A Iberdrola S.A. E6164R104 None 26,131
1 Approve Financial Statements, For For Mgmt
Allocation of Income and Dividends,
and Discharge Directors
2 Adopt New Articles of Association For For Mgmt
3 Approve General Meeting Guidelines; For For Mgmt
Information on Board Guidelines
4 Approve Merger by Absorption of For For Mgmt
Subsidiaries Iberdrola Gas S.A. and
Star 21 Networks Espana, S.A.
5 Authorize Issuance of Convertible For For Mgmt
Bonds and/or Warrants without
Preemptive Rights with a Maximum
Limit of EUR 1 Billion
6 Authorize Issuance of Convertible For For Mgmt
Bonds and/or Warrants with
Preemptive Rights with a Maximum
Limit of EUR 1 Billion
7 Authorize Issuance of For For Mgmt
Bonds/Debentures up to Aggregate
Nominal Amount of EUR 1.2 Billion,
or EUR 1.5 Billion in the Case of
Debentures
8 Authorize Repurchase of Shares and For For Mgmt
Reduce Capital Via Cancellation of
Repurchased Shares
9 Approve Listing of Shares on For For Mgmt
Secondary Exchanges in Spain or
Overseas
10 Approve Creation of Foundations For For Mgmt
11 Approve Auditors For For Mgmt
12 Ratify Appointment of Directors For For Mgmt
13 Authorize Board to Ratify and For For Mgmt
Execute Approved Resolutions
02/03/04 - A Imperial Tobacco Group Plc G4721W102 None 89,384
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 30 Pence For For Mgmt
Per Share
4 Reelect Sipko Huismans as Director For For Mgmt
5 Reelect Iain Napier as Director For For Mgmt
6 Elect David Cresswell as Director For For Mgmt
7 Elect Frank Rogerson as Director For For Mgmt
8 Elect Bruce Davidson as Director For For Mgmt
9 Elect David Thursfield as Director For For Mgmt
10 Approve PricewaterhouseCoopers LLP For For Mgmt
as Auditors and Authorize Board to
Fix Their Remuneration
11 Amend Articles of Association Re: For For Mgmt
Maximum Number of Directors
12.1 Authorize the Company to Make EU For For Mgmt
Political Donations up to GBP
100,000
12.2 Authorize Imperial Tobacco Ltd. to For For Mgmt
Make EU Political Donations up to
GBP 100,000
12.3 Authorize Imperial Tobacco For For Mgmt
International Ltd. to Make EU
Political Donations up to GBP
100,000
12.4 Authorize Van Nelle Tabak Nederland For For Mgmt
B.V. to Make EU Political Donations
up to GBP 100,000
12.5 Authorize John Player and Sons Ltd. For For Mgmt
to Make EU Political Donations up
to GBP 100,000
12.6 Authorize Reemtsma For For Mgmt
Cigarettenfabriken GmbH to Make EU
Political Donations up to GBP
100,000
12.7 Authorize Compagnie Independante For For Mgmt
des Tabacs S.A. to Make EU
Political Donations up to GBP
100,000
13 Authorize the Board to Grant For For Mgmt
Options to Employees Resident in
France Under the Imperial Tobacco
Group International Sharesave Plan
for a Further 38 Months
14 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of GBP 24,300,000
15 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of GBP 3,645,000
16 Authorize 72,900,000 Shares for For For Mgmt
Share Repurchase Program
07/04/03 - S Kingfisher Plc G5256E359 None 320,799
1 Approve Demerger of Kingfisher For For Mgmt
Plc's Electrical Business to Kesa
Electricals Plc By Way of Dividend
in Specie
2 Approve Capital Reorganization For For Mgmt
3 Approve Kesa Group Sharesave Scheme For For Mgmt
and Kesa Group International
Sharesave Plan and Authorize
Directors to Modify and Establish
Such Plans
4 Approve Kesa Group Demerger Award For For Mgmt
Plan and Authorize Directors to
Modify and Establish Such Plans
5 Approve Kesa Group Incentive For For Mgmt
Compensation Plan and Authorize
Directors to Modify and Establish
Such Plans
6 Approve Kesa Group Employee Benefit For For Mgmt
Trust and Authorize Directors to
Modify and Establish Such Plans
04/29/04 - S L'Oreal F58149133 None 1,135
Special Business
1 Remove Double-Voting Rights for For For Mgmt
Long-Term Registered Shareholders,
Pending Approval of Item 3
2 Amend Articles of Association to For For Mgmt
Allow Registered Shareholders to
Register Holdings in Their Name by
the Day of the Meeting, Pending
Approval of Item 3
While we would like to see all
shareholders--not just registered
shareholders--benefit from this change, this is
a positive amendment, and as such we recommend
a vote in favor of this proposal.
3 Approve Merger by Absorption of For For Mgmt
Gesparal; Approve Dissolution of
Gesparal without Liquidation
4 Approve Reduction in Share Capital For For Mgmt
via Cancellation of L'Oreal Shares
Held by Gesparal
5 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
04/29/04 - A L'Oreal F58149133 None 1,135
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Discharge Directors
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income and For For Mgmt
Dividends of EUR 1.10 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party Transactions
5 Reelect Rainer E. Gut as Director For Against Mgmt
Because the company did not disclose any
information regarding the new nominee, Bernard
Kasriel, ISS is unable to include details
regarding this nominee's affiliation with the
company, shareownership, or any board committee
membership. Based on these considerations, we
recommend shareholders a vote against the
appointment of Bernard Kasriel. Furthermore,
given Rainer E. Gut's membership on the
company's Remuneration Committee, we recommend
a vote against his reelection at this meeting.
6 Elect Bernard Kasriel as Director For Against Mgmt
7 Approve Remuneration of Directors For For Mgmt
in the Aggregate Amount of EUR 1
Million
8 Appoint PricewaterhouseCoopers For For Mgmt
Audit as Auditors and Yves Nicolas
as Deputy Auditor
9 Appoint Deloitte Touche Tohmatsu For For Mgmt
Audit as Auditors and Jean-Paul
Picard as Deputy Auditor
10 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
11 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
10/11/03 - A Malayan Banking Berhad Y54671105 None 81,800
1 Accept Financial Statements and For For Mgmt
Statutory Reports for the Financial
Year Ended June 30, 2003
2 Approve Final Dividend of MYR0.17 For For Mgmt
Per Share Less 28 Percent Income
Tax for the Financial Year Ended
June 30, 2003
3 Elect Amirsham A Aziz as Director For For Mgmt
4 Elect Mohammad bin Abdullah as For For Mgmt
Director
5 Elect Richard Ho Ung Hun as Director For For Mgmt
6 Elect Muhammad Alias bin Raja Muhd. For For Mgmt
Ali as Director
7 Approve Remuneration of Directors For For Mgmt
in the Amount of MYR757,000 in
Respect of the Financial Year Ended
June 30, 2003
8 Approve Ernst & Young as Auditors For For Mgmt
and Authorize Board to Fix Their
Remuneration
9 Approve Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights in Any Amount Up
to Ten Percent of Issued Share
Capital
07/16/03 - A Marks & Spencer Group PLC G5824M107 None 113,326
(formerly Marks & Spencer Plc)
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 6.5 Pence For For Mgmt
Per Share
4 Elect Justin King as Director For For Mgmt
5 Elect Vittorio Radice as Director For For Mgmt
6 Reelect Roger Holmes as Director For For Mgmt
7 Reelect Jack Keenan as Director For For Mgmt
8 Reelect Laurel Power-Freeling as For For Mgmt
Director
9 Approve PricewaterhouseCoopers LLP For For Mgmt
as Auditors and Authorize Board to
Fix Their Remuneration
10 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of GBP 189,208,626
11 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of GBP 28,381,293
12 Authorize 227 Million Ordinary For For Mgmt
Shares for Share Repurchase Program
04/27/04 - A/S Mediaset Spa T6688Q107 04/22/04 16,982
Ordinary Business
1 Accept Financial Statements, For For Mgmt
Consolidated Accounts, and
Statutory Reports
2 Authorize Share Repurchase Program For For Mgmt
and Reissuance of Repurchased Shares
Special Business
1 Adopt New Articles of Association For Against Mgmt
To Reflect New Italian Company Law
Regulations
The proposed amendments aim at adopting a
series of changes under one bundled resolution.
ISS prefers viewing amendments presented in
separate resolutions since this would guarantee
a better opportunity for shareholders to
express their position with respect to each
amendment proposed. This is
particularly important in cases such as this
one, where ISS would like to recommend
different votes with respect to the different
amendments being proposed. Some of the
amendments are either non-contentious or
positive in nature, and ISS would support such
changes since they would not jeopardize
shareholder value. Others, alternatively,
cannot be supported by ISS since they propose
to remove important oversight mechanisms from
shareholders. Although the company is proposing
these amendments in accordance with changes to
company law, the actual amendments with which
ISS takes issue are not, in fact, required by
the law. Considering that the
amendments herewith presented are under a
bundled item and that some of them would have
the effect of limiting rights that shareholders
would be entitled to once the new Italian
Company Law provisions would become effective,
we recommend a vote against this resolution.
03/15/04 - A Millenium BCP (formerly Banco X03188137 None 239,099
Comercial Portugues S.A. )
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Allocation of Income For For Mgmt
3 Approve Discharge of Management and For For Mgmt
Supervisory Boards
4 Amend Articles For For Mgmt
5 Ratify Appointment of Superior For For Mgmt
Council Member
6 Authorize Share Repurchase Program For For Mgmt
and Reissuance of Repurchased Shares
7 Authorize Repurchase and Reissuance For For Mgmt
of Bonds
04/22/04 - A Nestle Sa H57312466 None 12,700
1a Accept Financial Statements and For For Mgmt
Statutory Reports
1b Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
2 Approve Discharge of Board and For For Mgmt
Senior Management
3 Approve Allocation of Income and For For Mgmt
Dividends of CHF 7.20 per Share
4a Elect Edward George as Directors For For Mgmt
4b Elect Kaspar Villiger as Directors For For Mgmt
4c Elect Rolf Haenggi as Directors For For Mgmt
4d Elect Daniel Borel as Directors For For Mgmt
4e Elect Carolina Mueller as Directors For For Mgmt
01/29/04 - S NEXT PLC G6500M106 None 50,605
1 Amend Articles of Association Re: For For Mgmt
Borrowing Powers
04/30/04 - A Pearson Plc G69651100 None 155,532
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Final Dividend of 14.8 For For Mgmt
Pence Per Share
3 Re-elect Dennis Stevenson as For For Mgmt
Director
4 Re-elect John Makinson as Director For For Mgmt
5 Re-elect Reuben Mark as Director For For Mgmt
Reuben Mark is Chairman of the Personnel
(Remuneration) Committee and has served on the
Board for more than nine years. The Company
considers him to be a fully independent NED,
notwithstanding his length of
service. The reasons why we are
recommending a vote in favour of his
re-election can be found in the "Company
Overview" section of this report.
6 Re-elect Vernon Sankey as Director For For Mgmt
Vernon Sankey is Chairman of the Audit
Committee and has served on the Board for more
than nine years. The Company considers him to
be a fully independent NED, notwithstanding his
length of service. The reasons why we
are recommending a vote in favour of his
re-election can be found in the "Company
Overview" section of this report.
7 Approve Remuneration Report For For Mgmt
8 Re-appoint PricewaterhouseCoopers For For Mgmt
LLP as Auditors of the Company
9 Authorise Board to Fix Remuneration For For Mgmt
of the Auditors
10 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 66,871,000
11 Approve Increase in Authorised For For Mgmt
Capital from GBP 294,500,000 to GBP
295,500,000 by the Creation of 4
Million Ordinary Shares of 25 Pence
Each
12 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 10,030,000
13 Authorise 80 Million Ordinary For For Mgmt
Shares for Market Purchase
14 Adopt New Articles of Association For For Mgmt
15 Amend Pearson plc UK Worldwide Save For For Mgmt
for Shares Plan
04/02/04 - A Portugal Telecom, SGPS, S.A. X6769Q104 None 200,645
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income For For Mgmt
4 Approve Discharge of Management and For For Mgmt
Supervisory Boards
5 Ratify Appointment of Board Members For For Mgmt
6 Authorize Repurchase of Shares and For For Mgmt
Reissuance of Repurchased Shares
7 Approve EUR 125.4 Million Reduction For For Mgmt
in Share Capital via Cancellation
of 125.4 Million Shares
8 Authorize Issuance of Convertible For Against Mgmt
Bonds without Preemptive Rights
Recognizing that it would be imprudent for
shareholders to grant open share and/or
convertible bond issuance authorities because
of potential excessive dilution to their
economic and voting rights, we recommend
shareholders oppose these requests.
9 Eliminate Preemptive Rights in For Against Mgmt
Connection with Proposed Issuance
of Convertible Bonds
10 Authorize Issuance of Bonds or For For Mgmt
Other Securities
11 Approve Bond Repurchase and For For Mgmt
Reissuance
04/28/04 - A Reed Elsevier Plc(formerly G74570105 None 141,488
Reed International PLC)
1a Accept Financial Statements and For For Mgmt
Statutory Reports
1b Approve Remuneration Report For For Mgmt
2 Approve Final Dividend of 8.7 Pence For For Mgmt
Per Ordinary Share
3a Re-appoint Deloitte and Touche LLP For For Mgmt
as Auditors of the Company
3b Authorise Board to Fix Remuneration For For Mgmt
of the Auditors
4a Re-elect Gerard van de Aast as For For Mgmt
Director
4b Re-elect Morris Tabaksblat as For For Mgmt
Director
4c Re-elect Rolf Stomberg as Director For For Mgmt
4d Re-elect Lord Sharman Of Redlynch For For Mgmt
as Director
5 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 25,000,000
6 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 7,900,000
7 Authorise 127 Million Shares for For For Mgmt
Market Purchase
09/17/03 - A Richemont (Compagnie H25662141 None 39,536
Financiere Richemont Ag)
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Allocation of Income and For For Mgmt
Omission of Dividends
3 Approve Discharge of Management For For Mgmt
Board
4 Reelect Rupert, Aeschimann, For For Mgmt
Cologni, Du Plessis, Deschuyteneer,
Douro, Istel, Kanoui, Quasha, Lord
Renwick of Clifton, and Verloop as
Directors; Elect Alan Perrin, Simon
Murray, and Juergen Schrempp as New
Directors
5 Reelect PwC as Auditors For For Mgmt
02/27/04 - A Samsung Electronics Co. Ltd. Y74718100 12/31/03 4,820
1 Approve Financial Statements and For For Mgmt
Appropriation of Income, with Total
Dividend of KRW 5500 Per Share
2 Elect Directors For For Mgmt
2.1 Elect Two Outside Directors --- For
We are not aware of any problems with either of
these nominees which would cause us to oppose
this resolution
2.2 Appoint One Member of Audit For For Mgmt
Committee
2 Elect Directors For For Mgmt
3 Approve Limit on Remuneration of For For Mgmt
Directors
03/05/04 - A Shinsegae Co. (Formerly Y77538109 12/31/03 2,560
Shinsegae Department Store)
1 Approve Appropriation of Income and For Against Mgmt
Dividends of KRW 1000 Per Share
Because the company's payout ratio is unusually
low by Korean standards, we recommend that
shareholders vote against this resolution.
2 Elect Director For For Mgmt
3 Elect Member of Audit Committee For For Mgmt
4 Approve Limit on Remuneration of For For Mgmt
Directors
01/22/04 - A Siemens AG D69671218 None 1,670
1 Receive Financial Statements and None None Mgmt
Statutory Reports
2 Approve Allocation of Income and For For Mgmt
Dividends of EUR 1.10 per Share
3 Approve Discharge of Management For For Mgmt
Board for Fiscal 2002/2003
4 Approve Discharge of Supervisory For For Mgmt
Board for Fiscal 2002/2003
5 Ratify KPMG as Auditors For For Mgmt
6 Elect Jerry Speyer to the For For Mgmt
Supervisory Board; Elect
Hans-Dieter Wiedig as a Deputy
Supervisory Board Member
7 Authorize Repurchase of up to Ten For For Mgmt
Percent of Issued Share Capital;
Authorize Board to Issue
Repurchased Shares
8 Approve Creation of EUR 600 Million For For Mgmt
Pool of Conditional Capital with
Preemptive Rights
9 Approve Issuance of Convertible For For Mgmt
Bonds and/or Bonds with Warrants
Attached up to Aggregate Nominal
Amount of EUR 11.3 Billion with
Preemptive Rights; Approve Creation
of EUR 600 Million Pool of
Conditional Capital to Guarantee
Conversion Rights
03/31/04 - A Sonae SGPS (frm Sonae X82198106 None 219,414
Investimentos, S.G.P.S., S.A.)
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income For For Mgmt
4 Approve Discharge of Management and For For Mgmt
Supervisory Boards
5 Approve Increase in Size of Board; For Against Mgmt
Elect Board Members to Fill New
Seats
We cannot support a resolution to change the
board size because the company specified
neither the number of directors to be changed
nor the reason for the change. As such, ISS
cannot be certain that such change is in the
best interest of shareholders.
6 Authorize Share Repurchase Program For For Mgmt
and Reissuance of Repurchased Shares
Because the company did not disclose further
details and did not respond to ISS's request
for additional information for Item 9, we
cannot be certain that the consequences of this
proposal would be positive for shareholders.
Thus, we recommend a vote in favor of Items 6
and 8 but do not recommend support for Item 9.
7 Approve Bond Repurchase and For For Mgmt
Reissuance
8 Authorize Company Subsidiary to For For Mgmt
Purchase Shares in Parent
9 Authorize Distribution of For Against Mgmt
Repurchased Shares to Management
11/18/03 - A Sun Hung Kai Properties Ltd. Y82594121 11/10/03 215,000
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Final Dividend For For Mgmt
3 Reelect Directors and Fix Their For For Mgmt
Remuneration
4 Reappoint Auditors and Authorize For For Mgmt
Board to Fix Their Remuneration
5 Approve Repurchase of Up to 10 For For Mgmt
Percent of Issued Capital
6 Approve Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights
7 Authorize Reissuance of Repurchased For For Mgmt
Shares
8 Other Business (Voting) For Against Mgmt
Although this item is routine and only those
issues that could legally be discussed could be
presented for consideration, its approval would
create an opportunity for those who attend the
meeting to approve changes that are not in the
best interests of all shareholders. We
recommend that shareholders oppose this item
unless the company has provided detailed
information about the issues that will be
discussed.
04/29/04 - A Telefonica S.A. (Formerly E90183182 None 193,623
Telefonica De Espana, S.A.)
1 Approve Financial Statements, For For Mgmt
Allocation of Income, and Discharge
Directors
2 Approve Dividend Per Share For For Mgmt
3 Approve Auditors For For Mgmt
4 Authorize Repurchase of Shares For For Mgmt
5 Approve General Meeting Guidelines For For Mgmt
6 Authorize Board to Ratify and For For Mgmt
Execute Approved Resolutions
04/30/04 - A Telefonica S.A. (Formerly E90183182 None 193,623
Telefonica De Espana, S.A.)
1 Approve Financial Statements, For For Mgmt
Allocation of Income, and Discharge
Directors
2 Approve Dividend Per Share For For Mgmt
3 Approve Auditors For For Mgmt
4 Authorize Repurchase of Shares For For Mgmt
5 Approve General Meeting Guidelines For For Mgmt
6 Authorize Board to Ratify and For For Mgmt
Execute Approved Resolutions
04/28/04 - A/S Total S.A. (Formerly Total F92124100 None 11,922
Fina Elf S.A )
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
3 Approve Allocation of Income and For For Mgmt
Net Dividends of EUR 4.70 per Share
4 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party Transactions
5 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital and
Reissuance of Repurchased Shares
6 Authorize Issuance of For For Mgmt
Bonds/Debentures
7 Reelect Thierry Desmarest as For For Mgmt
Director
Despite these shortcomings, we recommend a vote
in favor of these board elections at this time.
8 Reelect Thierry de Rudder as For For Mgmt
Director
9 Reelect Serge Tchuruk as Director For For Mgmt
10 Elect Daniel Boeuf as For For Mgmt
Representative of Employee
Shareholders to the Board
We recommend shareholders to vote with
management on Items 10-13, and thus recommend
the election of Daniel Boeuf to the board.
11 Elect Philippe Marchandise as Against Against Mgmt
Representative of Employee
Shareholders to the Board
12 Elect Cyril Mouche as Against Against Mgmt
Representative of Employee
Shareholders to the Board
13 Elect Alan Cramer as Representative Against Against Mgmt
of Employee Shareholders to the
Board
14 Ratify Ernst & Young Audit as For For Mgmt
Auditors
15 Ratify KPMG Audit as Auditors For For Mgmt
16 Ratify Pierre Jouanne as Alternate For For Mgmt
Auditor
17 Ratify Jean-Luc Decornoy as For For Mgmt
Alternate Auditor
18 Approve Remuneration of Directors For For Mgmt
in the Aggregate Amount of EUR
900,000
Special Business
19 Approve Stock Option Plan Grants For For Mgmt
20 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 4 Billion
The potential capital increase of 61.43 percent
over currently issued capital over a period of
26 months is in line with the limits prescribed
by our guidelines for issuances with preemptive
rights.
21 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 2 Billion
The potential increase of 30.82 percent of
issued capital without preemptive rights over a
period of 26 months is in line with the limit
we recommend for general requests to issue
capital without preemptive rights. Furthermore,
it is very rare for a French company to request
an issuance without preemptive rights that is
smaller than the one with preemptive rights.
This is a clear improvement over the common
French issuance request.
22 Approve Capital Increase Reserved For For Mgmt
for Employees Participating in
Savings-Related Share Purchase Plan
04/29/04 - A United Overseas Bank V96194127 None 55,500
1 Adopt Financial Statements and For For Mgmt
Directors' and Auditors' Reports
2 Declare Final Dividend of SGD 0.40 For For Mgmt
Per Share
3 Approve Directors' Fees of SGD For For Mgmt
618,750
4 Reappoint Ernst & Young as Auditors For For Mgmt
and Authorize Board to Fix Their
Remuneration
5 Reelect Sim Wong Hoo as Director For For Mgmt
6 Reelect Lim Pin as Director For For Mgmt
7 Reelect Margaret Lien Wen Hsien as For For Mgmt
Director
8 Reelect Ng Boon Yew as Director For For Mgmt
9 ReappointWee Cho Yaw as Director For For Mgmt
10 Approve Issuance of Shares and For Against Mgmt
Grant of Options Pursuant to the
1999 Share Option Scheme
In this case, the percentages of shares
available under the company's share option
scheme is 10 percent of the issued capital,
which we consider an unacceptable level of
dilution for a mature entity. We cannot
consider these schemes sufficiently
well-structured to justify a potential dilution
level of ten percent. ISS objects to the
implementation of this resolution.
11 Approve Issuance of Shares without For For Mgmt
Preemptive Rights
04/29/04 - S United Overseas Bank V96194127 None 55,500
1 Authorize Share Repurchase Program For For Mgmt
04/20/04 - A Vnu (Nv Verenigd Bezit Vnu) N93612104 04/13/04 77,796
1 Open Meeting None None Mgmt
2 Receive Report of Management Board None None Mgmt
3.1 Approve Financial Statements and For For Mgmt
Statutory Reports
3.2 Approve Discharge of Management For For Mgmt
Board
3.3 Approve Discharge of Supervisory For For Mgmt
Board
4.1 Receive Explanation of Company's None None Mgmt
Reserves and Dividend Policy
4.2 Approve Dividends For For Mgmt
5 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
Some shareholders object to corporations
repurchasing shares. They prefer to see extra
cash invested in new businesses or paid out as
dividends. We believe that when timed
correctly, corporate stock repurchases are a
legitimate use of corporate funds and can add
to long-term shareholder returns. For this
reason we recommend a vote in favor of the
board's proposal.
6.1 Grant Board Authority to Issue For For Mgmt
Common and Seven Percent Preference
Shares Up to 20 Percent of Issued
Share Capital
6.2 Grant Board Authority to Issue All For For Mgmt
Authorized Yet Unissued Preference
B Shares Restricting/Excluding
Preemptive Rights
6.3 Grant Board Authority to Exclude For For Mgmt
Preemptive Rights from Issuance of
Common Shares Under Item 6.1
7 Ratify Auditors For For Mgmt
8 Discussion about Company's None None Mgmt
Corporate Governance Report
9 Approve Remuneration of Management For For Mgmt
Board
10 Reelect P. Elverding and J. For For Mgmt
Brentjes to Supervisory Board
11 Approve Remuneration of Supervisory For For Mgmt
Board
12 Other Business None None Mgmt
13 Close Meeting None None Mgmt
07/30/03 - A Vodafone Group PLC G93882101 None 686,024
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Reelect Lord MacLaurin of Knebworth For For Mgmt
as Director
4 Reelect Kenneth Hydon as Director For For Mgmt
5 Reelect Thomas Geitner as Director For For Mgmt
6 Reelect Alec Broers as Director For For Mgmt
7 Reelect Juergen Schrempp as Director For For Mgmt
8 Elect John Buchanan as Director For For Mgmt
9 Approve Final Dividend of 0.8983 For For Mgmt
Pence Per Share
10 Ratify Deloitte and Touche as For For Mgmt
Auditors
11 Authorize Board to Fix Remuneration For For Mgmt
of Auditors
12 Authorize EU Political Donations up For For Mgmt
to GBP 100,000
13 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of USD 900,000,000
14 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of USD 340,000,000
15 Authorize 6,800,000,000 Shares for For For Mgmt
Share Repurchase Program
02/25/04 - A Wal-Mart de Mexico S.A. de P98180105 None 151,921
C.V. (frmrly. Cifra S.A.)
Ordinary Business
1 Accept Chairman's Report For For Mgmt
2 Accept Audit Committee's Report For For Mgmt
3 Accept Supervisory Board Report For For Mgmt
4 Accept Financial Statements For For Mgmt
5 Accept Report Re: Share Repurchase For For Mgmt
Reserve
6 Cancel 27.6 Million Series C For For Mgmt
Treasury Shares
Special Business
7 Approve Conversion of Class C For For Mgmt
Shares into Class V Shares,
Increasing Voting Rights of Class C
Shareholders
Ordinary Business
8 Approve Allocation of Income For For Mgmt
9 Approve Dividend of MXN 0.44 Per For For Mgmt
Share Payable in Cash or Shares
Special Business
10 Approve MXN 1.9 Billion Increase in For For Mgmt
Variable Capital Through Issuance
of 98.4 Million Common Shares to
Service Stock Dividend Payout
Proposed in Previous Item; Cancel
Unused Portion of Capital Increase
11 Amend Articles For For Mgmt
Ordinary Business
12 Accept Report Re: Employee Stock For Against Mgmt
Option Plan
However, since the company failed to clarify
whether approval of the report constitutes
approval of the terms of the plan, due to the
company's failure to provide full disclosure
regarding the stock option plan, we cannot
recommend support for this request.
13 Accept Report Re: Wal-Mart de For For Mgmt
Mexico Foundation
14 Approve Discharge of Directors For For Mgmt
15 Elect Members of Management and For For Mgmt
Supervisory Boards
16 Approve Minutes of Meeting For For Mgmt
VOTE SUMMARY REPORT
THRIVENT PARTNER ALL CAP PORTFOLIO
07/01/2003 - 06/30/2004
Note: The Security ID will be the CUSIP (Committee on Uniform Securities Identification Procedures) when
available. When CUSIP is not available, an alternate identifier, e.g., CINS, will be provided.
ISSUER NAME: 3M COMPANY
MEETING DATE: 05/11/2004
TICKER: MMM SECURITY ID: 88579Y101
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT EDWARD A. BRENNAN AS A DIRECTOR Management For For
1.2 ELECT MICHAEL L. ESKEW AS A DIRECTOR Management For For
1.3 ELECT W. JAMES MCNERNEY, JR. AS A DIRECTOR Management For For
1.4 ELECT KEVIN W. SHARER AS A DIRECTOR Management For For
2 RATIFICATION OF INDEPENDENT AUDITORS Management For For
3 APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION Management For For
TO INCREASE THE AUTHORIZED COMMON STOCK
4 STOCKHOLDER PROPOSAL RELATING TO SEPARATION OF THE ROLES OF Shareholder Against Against
CEO AND CHAIRMAN OF THE BOARD
ISSUER NAME: ACTIVISION, INC.
MEETING DATE: 09/18/2003
TICKER: ATVI SECURITY ID: 004930202
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT ROBERT A. KOTICK AS A DIRECTOR Management For For
1.2 ELECT BRIAN G. KELLY AS A DIRECTOR Management For For
1.3 ELECT RONALD DOORNINK AS A DIRECTOR Management For For
1.4 ELECT KENNETH L. HENDERSON AS A DIRECTOR Management For For
1.5 ELECT BARBARA S. ISGUR AS A DIRECTOR Management For For
1.6 ELECT STEVEN T. MAYER AS A DIRECTOR Management For For
1.7 ELECT ROBERT J. MORGADO AS A DIRECTOR Management For For
2 THE APPROVAL OF THE AMENDMENT TO THE AMENDED AND RESTATED Management For For
CERTIFICATE OF INCORPORATION.
3 APPROVAL OF THE ADOPTION OF THE ACTIVISION 2003 INCENTIVE Management For Against
PLAN.
RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP
4 AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING MARCH 31, 2004. Management For For
ISSUER NAME: AEROPOSTALE, INC.
MEETING DATE: 06/16/2004
TICKER: ARO SECURITY ID: 007865108
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1 APPROVAL OF AN AMENDMENT TO THE COMPANY S CERTIFICATE OF Management For Against
INCORPORATION TO PROVIDE FOR A CLASSIFIED BOARD OF DIRECTORS.
2.1 ELECT JULIAN R. GEIGER AS A DIRECTOR Management For For
2.2 ELECT JOHN S. MILLS AS A DIRECTOR Management For For
2.3 ELECT BODIL ARLANDER AS A DIRECTOR Management For For
2.4 ELECT RONALD L. BEEGLE AS A DIRECTOR Management For For
2.5 ELECT MARY ELIZABETH BURTON AS A DIRECTOR Management For For
2.6 ELECT ROBERT B. CHAVEZ AS A DIRECTOR Management For For
2.7 ELECT DAVID EDWAB AS A DIRECTOR Management For For
2.8 ELECT JOHN D. HOWARD AS A DIRECTOR Management For For
2.9 ELECT DAVID B. VERMYLEN AS A DIRECTOR Management For For
3 APPROVAL OF THE EXECUTIVE INCENTIVE BONUS PLAN. Management For For
ISSUER NAME: AIRTRAN HOLDINGS, INC.
MEETING DATE: 05/20/2004
TICKER: AAI SECURITY ID: 00949P108
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT J. VERONICA BIGGINS AS A DIRECTOR Management For For
1.2 ELECT ROBERT L. FORNARO AS A DIRECTOR Management For For
1.3 ELECT ROBERT L. PRIDDY AS A DIRECTOR Management For For
ISSUER NAME: ALLERGAN, INC.
MEETING DATE: 04/28/2004
TICKER: AGN SECURITY ID: 018490102
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT HANDEL E. EVANS AS A DIRECTOR Management For For
1.2 ELECT MICHAEL R. GALLAGHER AS A DIRECTOR Management For For
1.3 ELECT GAVIN S. HERBERT AS A DIRECTOR Management For For
1.4 ELECT STEPHEN J. RYAN AS A DIRECTOR Management For For
2 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITOR.
3 PROPOSAL RELATING TO THE ADOPTION OF A POLICY OF EXPENSING Shareholder Against Against
THE COST OF ALL FUTURE STOCK OPTIONS.
4 PROPOSAL TO BIFURCATE THE ROLES OF CHAIRMAN OF THE BOARD OF Shareholder Against Against
DIRECTORS AND CHIEF EXECUTIVE OFFICER.
ISSUER NAME: AMERICAN AXLE & MANUFACTURING HLDGS,
MEETING DATE: 04/29/2004
TICKER: AXL SECURITY ID: 024061103
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT B.G. MATHIS AS A DIRECTOR Management For Withhold
1.2 ELECT THOMAS L. MARTIN AS A DIRECTOR Management For For
1.3 ELECT DR. HENRY T. YANG AS A DIRECTOR Management For For
APPROVAL OF AN AMENDMENT TO THE 1999 AMERICAN AXLE &
MANUFACTURING HOLDINGS, INC. STOCK INCENTIVE PLAN (1999 PLAN)
2 TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK Management For Against
FOR ISSUANCE FROM 8,500,000 TO 13,500,000.
3 RE APPROVAL OF THE PERFORMANCE CRITERIA STATED IN THE 1999 Management For For
PLAN.
ISSUER NAME: AMERICAN EAGLE OUTFITTERS, INC.
MEETING DATE: 06/22/2004
TICKER: AEOS SECURITY ID: 02553E106
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT JON P. DIAMOND AS A DIRECTOR Management For For
1.2 ELECT JAMES V. O'DONNELL AS A DIRECTOR Management For For
1.3 ELECT JANICE E. PAGE AS A DIRECTOR Management For For
2 IF PRESENTED AT THE ANNUAL MEETING, TO APPROVE A STOCKHOLDER Shareholder Against Against
PROPOSAL REGARDING EXPENSING STOCK OPTIONS.
IF PRESENTED AT THE ANNUAL MEETING, TO APPROVE A STOCKHOLDER
3 PROPOSAL REGARDING ADOPTION OF HUMAN RIGHTS STANDARDS BASED
ON INTERNATIONAL LABOR ORGANIZATION CONVENTIONS. Shareholder Against Against
ISSUER NAME: AMERICAN EXPRESS COMPANY
MEETING DATE: 04/26/2004
TICKER: AXP SECURITY ID: 025816109
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT D.F. AKERSON AS A DIRECTOR Management For For
1.2 ELECT C. BARSHEFSKY AS A DIRECTOR Management For For
1.3 ELECT W.G. BOWEN AS A DIRECTOR Management For For
1.4 ELECT U.M. BURNS AS A DIRECTOR Management For For
1.5 ELECT K.I. CHENAULT AS A DIRECTOR Management For For
1.6 ELECT P.R. DOLAN AS A DIRECTOR Management For For
1.7 ELECT V.E. JORDAN, JR. AS A DIRECTOR Management For For
1.8 ELECT J. LESCHLY AS A DIRECTOR Management For For
1.9 ELECT R.A. MCGINN AS A DIRECTOR Management For For
1.10 ELECT E.D. MILLER AS A DIRECTOR Management For For
1.11 ELECT F.P. POPOFF AS A DIRECTOR Management For For
1.12 ELECT R.D. WALTER AS A DIRECTOR Management For For
2 PROPOSAL TO RATIFY SELECTION OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS.
3 SHAREHOLDER PROPOSAL TO ESTABLISH SIX-YEAR TERM LIMITS FOR Shareholder Against Against
DIRECTORS.
4 SHAREHOLDER PROPOSAL REQUESTING A SEPARATE ANNUAL REPORT Shareholder Against Against
DESCRIBING THE COMPANY S POLITICAL CONTRIBUTIONS.
ISSUER NAME: AMERICAN INTERNATIONAL GROUP, INC.
MEETING DATE: 05/19/2004
TICKER: AIG SECURITY ID: 026874107
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT M. AIDINOFF AS A DIRECTOR Management For For
1.2 ELECT P. CHIA AS A DIRECTOR Management For For
1.3 ELECT M. COHEN AS A DIRECTOR Management For For
1.4 ELECT W. COHEN AS A DIRECTOR Management For For
1.5 ELECT M. FELDSTEIN AS A DIRECTOR Management For For
1.6 ELECT E. FUTTER AS A DIRECTOR Management For For
1.7 ELECT M. GREENBERG AS A DIRECTOR Management For For
1.8 ELECT C. HILLS AS A DIRECTOR Management For For
1.9 ELECT F. HOENEMEYER AS A DIRECTOR Management For For
1.10 ELECT R. HOLBROOKE AS A DIRECTOR Management For For
1.11 ELECT D. KANAK AS A DIRECTOR Management For For
1.12 ELECT H. SMITH AS A DIRECTOR Management For For
1.13 ELECT M. SULLIVAN AS A DIRECTOR Management For For
1.14 ELECT E. TSE AS A DIRECTOR Management For For
1.15 ELECT F. ZARB AS A DIRECTOR Management For For
2 ADOPT CHIEF EXECUTIVE OFFICER ANNUAL COMPENSATION PLAN Management For For
3 ADOPT A DIRECTOR STOCK PLAN Management For For
4 RATIFICATION OF INDEPENDENT ACCOUNTANTS Management For For
5 SHAREHOLDER PROPOSAL I DESCRIBED IN THE PROXY STATEMENT Shareholder Against Against
6 SHAREHOLDER PROPOSAL II DESCRIBED IN THE PROXY STATEMENT Shareholder Against Against
7 SHAREHOLDER PROPOSAL III DESCRIBED IN THE PROXY STATEMENT Shareholder Against Against
ISSUER NAME: ANALOG DEVICES, INC.
MEETING DATE: 03/09/2004
TICKER: ADI SECURITY ID: 032654105
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT JERALD G. FISHMAN AS A DIRECTOR Management For For
1.2 ELECT F. GRANT SAVIERS AS A DIRECTOR Management For For
TO APPROVE AN AMENDMENT TO THE COMPANY S RESTATED ARTICLES OF
2 ORGANIZATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF Management For For
COMMON STOCK FROM 600,000,000 SHARES TO 1,200,000,000 SHARES.
TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY S
3 INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING OCTOBER 30,
2004. Management For For
ISSUER NAME: APRIA HEALTHCARE GROUP INC.
MEETING DATE: 04/21/2004
TICKER: AHG SECURITY ID: 037933108
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT VICENTE ANIDO, JR. AS A DIRECTOR Management For For
1.2 ELECT I.T. CORLEY AS A DIRECTOR Management For For
1.3 ELECT DAVID L. GOLDSMITH AS A DIRECTOR Management For For
1.4 ELECT LAWRENCE M. HIGBY AS A DIRECTOR Management For For
1.5 ELECT RICHARD H. KOPPES AS A DIRECTOR Management For For
1.6 ELECT PHILIP R. LOCHNER, JR. AS A DIRECTOR Management For For
1.7 ELECT JERI L. LOSE AS A DIRECTOR Management For For
1.8 ELECT BEVERLY B. THOMAS AS A DIRECTOR Management For For
1.9 ELECT RALPH V. WHITWORTH AS A DIRECTOR Management For For
ISSUER NAME: ATMEL CORPORATION
MEETING DATE: 05/12/2004
TICKER: ATML SECURITY ID: 049513104
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT GEORGE PERLEGOS AS A DIRECTOR Management For For
1.2 ELECT GUST PERLEGOS AS A DIRECTOR Management For For
1.3 ELECT TSUNG-CHING WU AS A DIRECTOR Management For For
1.4 ELECT T. PETER THOMAS AS A DIRECTOR Management For For
1.5 ELECT NORM HALL AS A DIRECTOR Management For For
1.6 ELECT PIERRE FOUGERE AS A DIRECTOR Management For For
1.7 ELECT DR. CHAIHO KIM AS A DIRECTOR Management For For
1.8 ELECT DAVID SUGISHITA AS A DIRECTOR Management For For
PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS
2 LLP AS THE INDEPENDENT ACCOUNTANTS OF ATMEL CORPORATION FOR
2004. Management For For
ISSUER NAME: BANK OF AMERICA CORPORATION
MEETING DATE: 03/17/2004
TICKER: BAC SECURITY ID: 060505104
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1 ADOPTION OF THE MERGER AGREEMENT Management For For
2 ADOPTION OF BANK OF AMERICA S AMENDED STOCK PLAN Management For Against
3 ADOPTION OF AN AMENDMENT TO INCREASE THE NUMBER OF AUTHORIZED Management For For
SHARES OF BANK OF AMERICA COMMON STOCK
4 APPROVAL OF PROPOSAL TO ADJOURN THE BANK OF AMERICA SPECIAL Management For Abstain
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES
ISSUER NAME: BANK OF AMERICA CORPORATION
MEETING DATE: 05/26/2004
TICKER: BAC SECURITY ID: 060505104
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT WILLIAM BARNET, III AS A DIRECTOR Management For For
1.2 ELECT CHARLES W. COKER AS A DIRECTOR Management For For
1.3 ELECT JOHN T. COLLINS AS A DIRECTOR Management For For
1.4 ELECT GARY L. COUNTRYMAN AS A DIRECTOR Management For For
1.5 ELECT PAUL FULTON AS A DIRECTOR Management For For
1.6 ELECT CHARLES K. GIFFORD AS A DIRECTOR Management For For
1.7 ELECT DONALD E. GUINN AS A DIRECTOR Management For For
1.8 ELECT JAMES H. HANCE, JR. AS A DIRECTOR Management For For
1.9 ELECT KENNETH D. LEWIS AS A DIRECTOR Management For For
1.10 ELECT WALTER E. MASSEY AS A DIRECTOR Management For For
1.11 ELECT THOMAS J. MAY AS A DIRECTOR Management For For
1.12 ELECT C. STEVEN MCMILLAN AS A DIRECTOR Management For For
1.13 ELECT EUGENE M. MCQUADE AS A DIRECTOR Management For For
1.14 ELECT PATRICIA E. MITCHELL AS A DIRECTOR Management For For
1.15 ELECT EDWARD L. ROMERO AS A DIRECTOR Management For For
1.16 ELECT THOMAS M. RYAN AS A DIRECTOR Management For For
1.17 ELECT O. TEMPLE SLOAN, JR. AS A DIRECTOR Management For For
1.18 ELECT MEREDITH R. SPANGLER AS A DIRECTOR Management For For
1.19 ELECT JACKIE M. WARD AS A DIRECTOR Management For For
2 RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS Management For For
3 STOCKHOLDER PROPOSAL - ANNUAL MEETING DATE Shareholder Against Against
4 STOCKHOLDER PROPOSAL - NOMINATION OF DIRECTORS Shareholder Against Against
5 STOCKHOLDER PROPOSAL - CHARITABLE CONTRIBUTIONS Shareholder Against Against
6 STOCKHOLDER PROPOSAL - MUTUAL FUND TRADING POLICIES Shareholder Against Against
7 STOCKHOLDER PROPOSAL - PRIVACY AND INFORMATION SECURITY Shareholder Against Against
ISSUER NAME: BELLSOUTH CORPORATION
MEETING DATE: 04/26/2004
TICKER: BLS SECURITY ID: 079860102
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT JAMES H. BLANCHARD AS A DIRECTOR Management For For
1.2 ELECT ARMANDO M. CODINA AS A DIRECTOR Management For For
1.3 ELECT LEO F. MULLIN AS A DIRECTOR Management For For
2 RATIFY THE INDEPENDENT AUDITOR Management For For
3 APPROVE AMENDMENT TO ELECT DIRECTORS ANNUALLY Management For For
4 APPROVE THE STOCK AND INCENTIVE COMPENSATION PLAN Management For For
5 SHAREHOLDER PROPOSAL RE: EXECUTIVE COMPENSATION Shareholder Against Against
6 SHAREHOLDER PROPOSAL RE: CEO COMPENSATION Shareholder Against Against
7 SHAREHOLDER PROPOSAL RE: DISCLOSURE OF POLITICAL CONTRIBUTIONS Shareholder Against Against
ISSUER NAME: BEST BUY CO., INC.
MEETING DATE: 06/24/2004
TICKER: BBY SECURITY ID: 086516101
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT BRADBURY H. ANDERSON* AS A DIRECTOR Management For For
1.2 ELECT K.J. HIGGINS VICTOR* AS A DIRECTOR Management For For
1.3 ELECT ALLEN U. LENZMEIER* AS A DIRECTOR Management For For
1.4 ELECT FRANK D. TRESTMAN* AS A DIRECTOR Management For For
1.5 ELECT JAMES C. WETHERBE* AS A DIRECTOR Management For For
1.6 ELECT RONALD JAMES** AS A DIRECTOR Management For For
1.7 ELECT MATTHEW H. PAULL** AS A DIRECTOR Management For For
1.8 ELECT MARY A. TOLAN** AS A DIRECTOR Management For For
2 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY S INDEPENDENT AUDITOR FOR THE CURRENT FISCAL YEAR.
3 PROPOSAL TO APPROVE THE COMPANY S 2004 OMNIBUS STOCK AND Management For For
INCENTIVE PLAN.
ISSUER NAME: BUNGE LIMITED
MEETING DATE: 05/28/2004
TICKER: BG SECURITY ID: G16962105
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
TO ELECT JORGE BORN, JR., AS A MEMBER OF THE BOARD OF
1 DIRECTORS TO SERVE UNTIL THE 2007 ANNUAL GENERAL MEETING OF Management For For
SHAREHOLDERS.
TO ELECT OCTAVIO CARABALLO, AS A MEMBER OF THE BOARD OF
2 DIRECTORS TO SERVE UNTIL THE 2007 ANNUAL GENERAL MEETING Management For For
SHAREHOLDERS.
TO ELECT BERNARD DE LA TOUR D AUVERGNE LAURAGUAIS, AS A
3 MEMBER OF THE BOARD OF DIRECTORS TO SERVE UNTIL THE 2007 Management For For
ANNUAL GENERAL MEETING OF SHAREHOLDERS.
TO ELECT WILLIAM ENGELS, AS A MEMBER OF THE BOARD OF
4 DIRECTORS TO SERVE UNTIL THE 2007 ANNUAL GENERAL MEETING OF Management For For
SHAREHOLDERS.
TO APPOINT DELOITTE & TOUCHE LLP AS BUNGE LIMITED S
INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31,
5 2004 AND TO AUTHORIZE BUNGE LIMITED S BOARD OF DIRECTORS, Management For For
ACTING THROUGH ITS AUDIT COMMITTEE, TO DETERMINE THE
INDEPENDENT AUDITORS FEES.
6 TO APPROVE THE TERMS OF BUNGE LIMITED S AMENDED AND RESTATED Management For For
NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN.
ISSUER NAME: BURLINGTON RESOURCES INC.
MEETING DATE: 04/21/2004
TICKER: BR SECURITY ID: 122014103
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT B.T. ALEXANDER AS A DIRECTOR Management For For
1.2 ELECT R.V. ANDERSON AS A DIRECTOR Management For For
1.3 ELECT L.I. GRANT AS A DIRECTOR Management For For
1.4 ELECT R.J. HARDING AS A DIRECTOR Management For For
1.5 ELECT J.T. LAMACCHIA AS A DIRECTOR Management For For
1.6 ELECT R.L. LIMBACHER AS A DIRECTOR Management For For
1.7 ELECT J.F. MCDONALD AS A DIRECTOR Management For For
1.8 ELECT K.W. ORCE AS A DIRECTOR Management For For
1.9 ELECT D.M. ROBERTS AS A DIRECTOR Management For For
1.10 ELECT J.A. RUNDE AS A DIRECTOR Management For For
1.11 ELECT J.F. SCHWARZ AS A DIRECTOR Management For For
1.12 ELECT W. SCOTT, JR. AS A DIRECTOR Management For For
1.13 ELECT B.S. SHACKOULS AS A DIRECTOR Management For For
1.14 ELECT S.J. SHAPIRO AS A DIRECTOR Management For For
1.15 ELECT W.E. WADE, JR. AS A DIRECTOR Management For For
APPROVAL OF AN AMENDMENT TO THE COMPANY S CERTIFICATE OF
2 INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF Management For For
COMMON STOCK OF THE COMPANY TO 650,000,000.
TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
3 THE COMPANY S INDEPENDENT AUDITOR FOR THE YEAR ENDED DECEMBER
31, 2004. Management For For
ISSUER NAME: CAPITAL ONE FINANCIAL CORPORATION
MEETING DATE: 04/29/2004
TICKER: COF SECURITY ID: 14040H105
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT W. RONALD DIETZ AS A DIRECTOR Management For For
1.2 ELECT LEWIS HAY, III AS A DIRECTOR Management For For
1.3 ELECT MAYO A. SHATTUCK, III AS A DIRECTOR Management For For
2 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF Management For For
THE CORPORATION FOR 2004.
3 APPROVAL OF CAPITAL ONE S 2004 STOCK INCENTIVE PLAN. Management For Against
ISSUER NAME: CAREMARK RX, INC.
MEETING DATE: 05/04/2004
TICKER: CMX SECURITY ID: 141705103
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT EDWIN M. BANKS AS A DIRECTOR Management For For
1.2 ELECT COLLEEN C. WELCH, PH.D. AS A DIRECTOR Management For For
1.3 ELECT ROGER L. HEADRICK AS A DIRECTOR Management For For
1.4 ELECT JEAN-PIERRE MILLON AS A DIRECTOR Management For For
ISSUER NAME: CITIGROUP INC.
MEETING DATE: 04/20/2004
TICKER: C SECURITY ID: 172967101
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT C. MICHAEL ARMSTRONG AS A DIRECTOR Management For For
1.2 ELECT ALAIN J.P. BELDA AS A DIRECTOR Management For For
1.3 ELECT GEORGE DAVID AS A DIRECTOR Management For For
1.4 ELECT KENNETH T. DERR AS A DIRECTOR Management For For
1.5 ELECT JOHN M. DEUTCH AS A DIRECTOR Management For For
1.6 ELECT R. HERNANDEZ RAMIREZ AS A DIRECTOR Management For For
1.7 ELECT ANN DIBBLE JORDAN AS A DIRECTOR Management For For
1.8 ELECT DUDLEY C. MECUM AS A DIRECTOR Management For For
1.9 ELECT RICHARD D. PARSONS AS A DIRECTOR Management For For
1.10 ELECT ANDRALL E. PEARSON AS A DIRECTOR Management For For
1.11 ELECT CHARLES PRINCE AS A DIRECTOR Management For For
1.12 ELECT ROBERT E. RUBIN AS A DIRECTOR Management For For
1.13 ELECT FRANKLIN A. THOMAS AS A DIRECTOR Management For For
1.14 ELECT SANFORD I. WEILL AS A DIRECTOR Management For For
1.15 ELECT ROBERT B. WILLUMSTAD AS A DIRECTOR Management For For
2 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS CITIGROUP S Management For For
INDEPENDENT AUDITORS FOR 2004.
STOCKHOLDER PROPOSAL REQUESTING A CURB ON EXECUTIVE
3 COMPENSATION, NO FUTURE STOCK OPTION GRANTS AND NO RENEWALS Shareholder Against Against
OR EXTENSIONS OF OPTION PLANS.
4 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON POLITICAL Shareholder Against Against
CONTRIBUTIONS.
STOCKHOLDER PROPOSAL REQUESTING A DISCONTINUATION OF ALL
5 RIGHTS, OPTIONS, SAR S AND POSSIBLE SEVERANCE PAYMENTS TO THE Shareholder Against Against
TOP 5 OF MANAGEMENT.
6 STOCKHOLDER PROPOSAL REQUESTING THAT THE CHAIRMAN OF THE Shareholder Against Against
BOARD HAVE NO MANAGEMENT DUTIES, TITLES OR RESPONSIBILITIES.
ISSUER NAME: COMVERSE TECHNOLOGY, INC.
MEETING DATE: 12/16/2003
TICKER: CMVT SECURITY ID: 205862402
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT KOBI ALEXANDER AS A DIRECTOR Management For For
1.2 ELECT RAZ ALON AS A DIRECTOR Management For For
1.3 ELECT ITSIK DANZIGER AS A DIRECTOR Management For For
1.4 ELECT JOHN H. FRIEDMAN AS A DIRECTOR Management For For
1.5 ELECT RON HIRAM AS A DIRECTOR Management For For
1.6 ELECT SAM OOLIE AS A DIRECTOR Management For For
1.7 ELECT WILLIAM F. SORIN AS A DIRECTOR Management For For
2 AMENDMENT OF THE COMPANY S 2002 EMPLOYEE STOCK PURCHASE PLAN. Management For For
3 ADOPTION AND APPROVAL OF THE COMPANY S 2004 MANAGEMENT Management For For
INCENTIVE PLAN.
RATIFICATION OF THE ENGAGEMENT OF DELOITTE & TOUCHE LLP TO
4 SERVE AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR
ENDING JANUARY 31, 2004. Management For For
ISSUER NAME: CONOCOPHILLIPS
MEETING DATE: 05/05/2004
TICKER: COP SECURITY ID: 20825C104
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT DAVID L. BOREN AS A DIRECTOR Management For For
1.2 ELECT JAMES E. COPELAND, JR. AS A DIRECTOR Management For For
1.3 ELECT KENNETH M. DUBERSTEIN AS A DIRECTOR Management For For
1.4 ELECT RUTH R. HARKIN AS A DIRECTOR Management For For
1.5 ELECT WILLIAM R. RHODES AS A DIRECTOR Management For For
1.6 ELECT J. STAPLETON ROY AS A DIRECTOR Management For For
2 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS Management For For
3 AUTHORIZE THE 2004 OMNIBUS STOCK AND PERFORMANCE INCENTIVE Management For Against
PLAN
4 OFFICER & DIRECTOR COMPENSATION Shareholder Against Against
5 COMMONSENSE EXECUTIVE COMPENSATION Shareholder Against Against
6 ANWR DRILLING Shareholder Against Against
ISSUER NAME: CONSTELLATION ENERGY GROUP, INC.
MEETING DATE: 05/21/2004
TICKER: CEG SECURITY ID: 210371100
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT JAMES T. BRADY AS A DIRECTOR Management For For
1.2 ELECT JAMES R. CURTISS AS A DIRECTOR Management For For
1.3 ELECT EDWARD J. KELLY, III AS A DIRECTOR Management For For
1.4 ELECT ROBERT J. LAWLESS AS A DIRECTOR Management For For
2 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For For
AUDITORS FOR 2004.
ISSUER NAME: CORINTHIAN COLLEGES, INC.
MEETING DATE: 11/20/2003
TICKER: COCO SECURITY ID: 218868107
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT PAUL R. ST. PIERRE AS A DIRECTOR Management For For
1.2 ELECT LINDA AREY SKLADANY AS A DIRECTOR Management For For
2 APPROVAL OF THE PROPOSED AMENDMENT AND RESTATEMENT OF THE Management For For
COMPANY S CERTIFICATE OF INCORPORATION.
3 APPROVAL OF THE COMPANY S 2003 PERFORMANCE AWARD PLAN. Management For For
4 RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY S Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2004.
ISSUER NAME: COUNTRYWIDE FINANCIAL CORPORATION
MEETING DATE: 01/09/2004
TICKER: CFC SECURITY ID: 222372104
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
TO APPROVE THE PROPOSAL TO AMEND THE COMPANY S RESTATED
1 CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED
COMMON STOCK. Management For For
ISSUER NAME: COUNTRYWIDE FINANCIAL CORPORATION
MEETING DATE: 06/16/2004
TICKER: CFC SECURITY ID: 222372104
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT HENRY G. CISNEROS AS A DIRECTOR Management For For
1.2 ELECT ROBERT J. DONATO AS A DIRECTOR Management For For
1.3 ELECT MICHAEL E. DOUGHERTY AS A DIRECTOR Management For For
1.4 ELECT MARTIN R. MELONE AS A DIRECTOR Management For For
1.5 ELECT HARLEY W. SNYDER AS A DIRECTOR Management For For
2 TO APPROVE AND AMEND THE COMPANY S 2000 EQUITY INCENTIVE PLAN. Management For Against
ISSUER NAME: COVENTRY HEALTH CARE, INC.
MEETING DATE: 06/03/2004
TICKER: CVH SECURITY ID: 222862104
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT L. DALE CRANDALL AS A DIRECTOR Management For For
1.2 ELECT ROBERT W. MOREY AS A DIRECTOR Management For For
1.3 ELECT ELIZABETH E. TALLETT AS A DIRECTOR Management For For
1.4 ELECT ALLEN F. WISE AS A DIRECTOR Management For For
2 2004 INCENTIVE PLAN. Management For Against
3 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP, AS THE Management For For
COMPANY S INDEPENDENT AUDITORS FOR 2004.
ISSUER NAME: CUMMINS INC.
MEETING DATE: 04/06/2004
TICKER: CMI SECURITY ID: 231021106
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT ROBERT J. DARNALL AS A DIRECTOR Management For For
1.2 ELECT JOHN M. DEUTCH AS A DIRECTOR Management For For
1.3 ELECT ALEXIS M. HERMAN AS A DIRECTOR Management For For
1.4 ELECT WILLIAM I. MILLER AS A DIRECTOR Management For For
1.5 ELECT WILLIAM D. RUCKELSHAUS AS A DIRECTOR Management For For
1.6 ELECT THEODORE M. SOLSO AS A DIRECTOR Management For For
1.7 ELECT J. LAWRENCE WILSON AS A DIRECTOR Management For For
2 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS AUDITORS FOR THE YEAR 2004.
ISSUER NAME: CVS CORPORATION
MEETING DATE: 05/12/2004
TICKER: CVS SECURITY ID: 126650100
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT W. DON CORNWELL AS A DIRECTOR Management For For
1.2 ELECT THOMAS P. GERRITY AS A DIRECTOR Management For For
1.3 ELECT STANLEY P. GOLDSTEIN AS A DIRECTOR Management For For
1.4 ELECT MARIAN L. HEARD AS A DIRECTOR Management For For
1.5 ELECT WILLIAM H. JOYCE AS A DIRECTOR Management For For
1.6 ELECT TERRY R. LAUTENBACH AS A DIRECTOR Management For For
1.7 ELECT TERRENCE MURRAY AS A DIRECTOR Management For For
1.8 ELECT SHELI Z. ROSENBERG AS A DIRECTOR Management For For
1.9 ELECT THOMAS M. RYAN AS A DIRECTOR Management For For
2 PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY S 1997 Management For For
INCENTIVE COMPENSATION PLAN.
PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS CVS
3 INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 1, Management For For
2005.
4 STOCKHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION. Shareholder Against Against
ISSUER NAME: CYTEC INDUSTRIES INC.
MEETING DATE: 04/22/2004
TICKER: CYT SECURITY ID: 232820100
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT C.A. DAVIS AS A DIRECTOR Management For For
1.2 ELECT W.P. POWELL AS A DIRECTOR Management For For
2 RATIFICATION OF KPMG LLP AS THE COMPANY S INDEPENDENT Management For For
ACCOUNTANTS FOR 2004
ISSUER NAME: EON LABS, INC.
MEETING DATE: 05/28/2004
TICKER: ELAB SECURITY ID: 29412E100
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT THOMAS STRUNGMANN, PH.D AS A DIRECTOR Management For For
TO APPROVE AN AMENDMENT TO THE COMPANY S RESTATED CERTIFICATE
OF INCORPORATION THAT WOULD INCREASE THE NUMBER OF AUTHORIZED
2 SHARES OF COMMON STOCK FROM 70,000,000 SHARES TO 100,000,000 Management For For
SHARES.
3 TO RATIFY THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT AUDITORS.
TO VOTE, AS THE PROXY HOLDERS IN THEIR DISCRETION MAY
4 DETERMINE, UPON SUCH OTHER BUSINESS AS MAY BE PROPERLY
BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. Management For Abstain
ISSUER NAME: EXXON MOBIL CORPORATION
MEETING DATE: 05/26/2004
TICKER: XOM SECURITY ID: 30231G102
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT M.J. BOSKIN AS A DIRECTOR Management For For
1.2 ELECT J.R. HOUGHTON AS A DIRECTOR Management For For
1.3 ELECT W.R. HOWELL AS A DIRECTOR Management For For
1.4 ELECT R.C. KING AS A DIRECTOR Management For For
1.5 ELECT P.E. LIPPINCOTT AS A DIRECTOR Management For For
1.6 ELECT H.J. LONGWELL AS A DIRECTOR Management For For
1.7 ELECT H.A. MCKINNELL, JR. AS A DIRECTOR Management For For
1.8 ELECT M.C. NELSON AS A DIRECTOR Management For For
1.9 ELECT L.R. RAYMOND AS A DIRECTOR Management For For
1.10 ELECT W.V. SHIPLEY AS A DIRECTOR Management For For
1.11 ELECT R.W. TILLERSON AS A DIRECTOR Management For For
2 RATIFICATION OF INDEPENDENT AUDITORS (PAGE 27). Management For For
3 APPROVAL OF 2004 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN Management For For
(PAGE 28).
4 POLITICAL CONTRIBUTIONS (PAGE 30). Shareholder Against Against
5 POLITICAL CONTRIBUTIONS REPORT (PAGE 32). Shareholder Against Against
6 MEDIA RESPONSE ON EQUATORIAL GUINEA (PAGE 34). Shareholder Against Against
7 BOARD CHAIRMAN AND CEO (PAGE 37). Shareholder Against Against
8 EXECUTIVE COMPENSATION (PAGE 39). Shareholder Against Against
9 EQUITY COMPENSATION REPORT (PAGE 40). Shareholder Against Against
10 AMENDMENT OF EEO POLICY (PAGE 42). Shareholder Against Against
11 CLIMATE SCIENCE REPORT (PAGE 44). Shareholder Against Against
ISSUER NAME: FAIRCHILD SEMICONDUCTOR INTL., INC.
MEETING DATE: 05/04/2004
TICKER: FCS SECURITY ID: 303726103
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT KIRK P. POND AS A DIRECTOR Management For For
1.2 ELECT JOSEPH R. MARTIN AS A DIRECTOR Management For For
1.3 ELECT CHARLES P. CARINALLI AS A DIRECTOR Management For For
1.4 ELECT RICHARD M. CASHIN, JR. AS A DIRECTOR Management For For
1.5 ELECT CHARLES M. CLOUGH AS A DIRECTOR Management For For
1.6 ELECT ROBERT F. FRIEL AS A DIRECTOR Management For For
1.7 ELECT THOMAS L. MAGNANTI AS A DIRECTOR Management For For
1.8 ELECT BRYAN R. ROUB AS A DIRECTOR Management For For
1.9 ELECT PAUL C. SCHORR IV AS A DIRECTOR Management For For
1.10 ELECT RONALD W. SHELLY AS A DIRECTOR Management For For
1.11 ELECT WILLIAM N. STOUT AS A DIRECTOR Management For For
2 PROPOSAL TO AMEND AND APPROVE THE FAIRCHILD SEMICONDUCTOR Management For For
STOCK PLAN.
3 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS FOR 2004.
ISSUER NAME: FEDERATED DEPARTMENT STORES, INC.
MEETING DATE: 05/21/2004
TICKER: FD SECURITY ID: 31410H101
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT SARA LEVINSON AS A DIRECTOR Management For For
1.2 ELECT JOSEPH NEUBAUER AS A DIRECTOR Management For For
1.3 ELECT JOSEPH A. PICHLER AS A DIRECTOR Management For For
1.4 ELECT KARL M. VON DER HEYDEN AS A DIRECTOR Management For For
TO RATIFY THE APPOINTMENT OF KPMG LLP AS FEDERATED S
2 INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING JANUARY Management For For
29, 2005.
TO AMEND FEDERATED S 1995 EXECUTIVE EQUITY INCENTIVE PLAN TO
3 INCREASE THE NUMBER OF SHARES OF FEDERATED S COMMON STOCK Management For Against
AVAILABLE FOR ISSUANCE UNDER THE PLAN.
TO ACT UPON A STOCKHOLDER PROPOSAL TO TAKE THE NECESSARY
4 STEPS TO ADOPT A SYSTEM FOR THE ANNUAL ELECTION OF ALL OF
FEDERATED S DIRECTORS. Shareholder Against For
ISSUER NAME: FIDELITY NATIONAL FINANCIAL, INC.
MEETING DATE: 09/29/2003
TICKER: FNF SECURITY ID: 316326107
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT DANIEL D. (RON) LANE AS A DIRECTOR Management For For
1.2 ELECT J. THOMAS TALBOT AS A DIRECTOR Management For For
1.3 ELECT JOHN F. FARRELL, JR. AS A DIRECTOR Management For For
1.4 ELECT PHILIP G. HEASLEY AS A DIRECTOR Management For For
1.5 ELECT TERRY N. CHRISTENSEN AS A DIRECTOR Management For For
TO APPROVE AN AMENDMENT TO THE COMPANY S RESTATED CERTIFICATE
2 OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK FROM 150,000,000 TO 250,000,000. Management For For
ISSUER NAME: FIRST DATA CORPORATION
MEETING DATE: 10/28/2003
TICKER: FDC SECURITY ID: 319963104
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
TO APPROVE THE ISSUANCE OF SHARES OF FIRST DATA COMMON STOCK
AS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS
1 OF APRIL 1, 2003, AMONG FIRST DATA CORPORATION, MONACO
SUBSIDIARY CORPORATION, A WHOLLY OWNED SUBSIDIARY OF FIRST Management For For
DATA CORPORATION, AND CONCORD EFS, INC.
ISSUER NAME: FLAGSTAR BANCORP, INC.
MEETING DATE: 06/01/2004
TICKER: FBC SECURITY ID: 337930101
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT THOMAS J. HAMMOND AS A DIRECTOR Management For For
1.2 ELECT MARK T. HAMMOND AS A DIRECTOR Management For For
1.3 ELECT KIRSTIN A. HAMMOND AS A DIRECTOR Management For For
1.4 ELECT CHARLES BAZZY AS A DIRECTOR Management For For
1.5 ELECT MICHAEL LUCCI, SR. AS A DIRECTOR Management For For
1.6 ELECT FRANK D'ANGELO AS A DIRECTOR Management For For
1.7 ELECT ROBERT W. DEWITT AS A DIRECTOR Management For For
ISSUER NAME: FOREST LABORATORIES, INC.
MEETING DATE: 08/11/2003
TICKER: FRX SECURITY ID: 345838106
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT HOWARD SOLOMON AS A DIRECTOR Management For For
1.2 ELECT WILLIAM J. CANDEE, III AS A DIRECTOR Management For For
1.3 ELECT GEORGE S. COHAN AS A DIRECTOR Management For For
1.4 ELECT DAN L. GOLDWASSER AS A DIRECTOR Management For For
1.5 ELECT LESTER B. SALANS AS A DIRECTOR Management For For
1.6 ELECT KENNETH E. GOODMAN AS A DIRECTOR Management For For
1.7 ELECT PHILLIP M. SATOW AS A DIRECTOR Management For For
RATIFICATION OF AMENDMENT OF THE COMPANY S CERTIFICATE OF
2 INCORPORATION TO AUTHORIZE ADDITIONAL SHARES OF THE COMPANY S Management For For
COMMON STOCK.
3 RATIFICATION OF BDO SEIDMAN, LLP AS INDEPENDENT AUDITORS. Management For For
ISSUER NAME: FOUNDRY NETWORKS, INC.
MEETING DATE: 06/01/2004
TICKER: FDRY SECURITY ID: 35063R100
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT BOBBY R. JOHNSON, JR. AS A DIRECTOR Management For For
1.2 ELECT ANDREW K. LUDWICK AS A DIRECTOR Management For For
1.3 ELECT ALFRED J. AMOROSO AS A DIRECTOR Management For For
1.4 ELECT C. NICHOLAS KEATING AS A DIRECTOR Management For For
1.5 ELECT J. STEVEN YOUNG AS A DIRECTOR Management For For
1.6 ELECT ALAN L. EARHART AS A DIRECTOR Management For For
TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE
2 INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004. Management For For
ISSUER NAME: FOX ENTERTAINMENT GROUP, INC.
MEETING DATE: 11/25/2003
TICKER: FOX SECURITY ID: 35138T107
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT K. RUPERT MURDOCH AS A DIRECTOR Management For For
1.2 ELECT PETER CHERNIN AS A DIRECTOR Management For For
1.3 ELECT DAVID F. DEVOE AS A DIRECTOR Management For For
1.4 ELECT ARTHUR M. SISKIND AS A DIRECTOR Management For For
1.5 ELECT LACHLAN K. MURDOCH AS A DIRECTOR Management For For
1.6 ELECT CHRISTOS M. COTSAKOS AS A DIRECTOR Management For For
1.7 ELECT THOMAS W. JONES AS A DIRECTOR Management For For
1.8 ELECT PETER POWERS AS A DIRECTOR Management For For
2 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT ACCOUNTANTS.
ISSUER NAME: GAP, INC.
MEETING DATE: 05/12/2004
TICKER: GPS SECURITY ID: 364760108
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT HOWARD BEHAR AS A DIRECTOR Management For For
1.2 ELECT ADRIAN D.P. BELLAMY AS A DIRECTOR Management For For
1.3 ELECT DONALD G. FISHER AS A DIRECTOR Management For For
1.4 ELECT DORIS F. FISHER AS A DIRECTOR Management For For
1.5 ELECT ROBERT J. FISHER AS A DIRECTOR Management For For
1.6 ELECT GLENDA A. HATCHETT AS A DIRECTOR Management For For
1.7 ELECT PENELOPE L. HUGHES AS A DIRECTOR Management For For
1.8 ELECT BOB L. MARTIN AS A DIRECTOR Management For For
1.9 ELECT JORGE P. MONTOYA AS A DIRECTOR Management For For
1.10 ELECT PAUL S. PRESSLER AS A DIRECTOR Management For For
1.11 ELECT JAMES M. SCHNEIDER AS A DIRECTOR Management For For
1.12 ELECT MAYO A. SHATTUCK III AS A DIRECTOR Management For For
1.13 ELECT MARGARET C. WHITMAN AS A DIRECTOR Management For For
2 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT AUDITORS
3 TO APPROVE THE PROPOSAL TO AMEND AND RESTATE THE COMPANY S Management For For
EXECUTIVE MANAGEMENT INCENTIVE CASH AWARD PLAN
4 A SHAREHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION Shareholder Against Against
ISSUER NAME: GENERAL ELECTRIC COMPANY
MEETING DATE: 04/28/2004
TICKER: GE SECURITY ID: 369604103
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT JAMES I. CASH, JR. AS A DIRECTOR Management For For
1.2 ELECT DENNIS D. DAMMERMAN AS A DIRECTOR Management For For
1.3 ELECT ANN M. FUDGE AS A DIRECTOR Management For For
1.4 ELECT CLAUDIO X. GONZALEZ AS A DIRECTOR Management For For
1.5 ELECT JEFFREY R. IMMELT AS A DIRECTOR Management For For
1.6 ELECT ANDREA JUNG AS A DIRECTOR Management For For
1.7 ELECT ALAN G. LAFLEY AS A DIRECTOR Management For For
1.8 ELECT KENNETH G. LANGONE AS A DIRECTOR Management For For
1.9 ELECT RALPH S. LARSEN AS A DIRECTOR Management For For
1.10 ELECT ROCHELLE B. LAZARUS AS A DIRECTOR Management For For
1.11 ELECT SAM NUNN AS A DIRECTOR Management For For
1.12 ELECT ROGER S. PENSKE AS A DIRECTOR Management For For
1.13 ELECT ROBERT J. SWIERINGA AS A DIRECTOR Management For For
1.14 ELECT DOUGLAS A. WARNER III AS A DIRECTOR Management For For
1.15 ELECT ROBERT C. WRIGHT AS A DIRECTOR Management For For
2 INDEPENDENT AUDITOR Management For For
3 REVENUE MEASUREMENT ADDED TO EXECUTIVE OFFICER PERFORMANCE Management For For
GOALS
4 CUMULATIVE VOTING Shareholder Against Abstain
5 ANIMAL TESTING Shareholder Against Against
6 NUCLEAR RISK Shareholder Against Against
7 REPORT ON PCB CLEANUP COSTS Shareholder Against Against
8 OFFSHORE SOURCING Shareholder Against Against
9 SUSTAINABILITY INDEX Shareholder Against Against
10 COMPENSATION COMMITTEE INDEPENDENCE Shareholder Against Against
11 PAY DISPARITY Shareholder Against Against
12 END STOCK OPTIONS AND BONUSES Shareholder Against Against
13 LIMIT OUTSIDE DIRECTORSHIPS Shareholder Against Against
14 INDEPENDENT BOARD CHAIRMAN Shareholder Against Against
15 EXPLORE SALE OF COMPANY Shareholder Against Against
16 HOLDING STOCK FROM STOCK OPTIONS Shareholder Against Against
17 BOARD INDEPENDENCE Shareholder Against Against
18 POLITICAL CONTRIBUTIONS Shareholder Against Against
ISSUER NAME: GEORGIA-PACIFIC CORPORATION
MEETING DATE: 05/04/2004
TICKER: GP SECURITY ID: 373298108
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT BARBARA L. BOWLES* AS A DIRECTOR Management For For
1.2 ELECT DONALD V. FITES* AS A DIRECTOR Management For For
1.3 ELECT DAVID R. GOODE* AS A DIRECTOR Management For For
1.4 ELECT KAREN N. HORN* AS A DIRECTOR Management For For
1.5 ELECT WILLIAM R. JOHNSON* AS A DIRECTOR Management For For
1.6 ELECT JAMES B. WILLIAMS** AS A DIRECTOR Management For For
PROPOSAL TO AMEND THE GEORGIA-PACIFIC CORPORATION LONG-TERM
2 INCENTIVE PLAN TO ADD STOCK APPRECIATION RIGHTS, KNOWN AS Management For For
SARS, AS PERMITTED AWARDS UNDER THE PLAN.
PROPOSAL TO APPROVE THE GEORGIA-PACIFIC CORPORATION
SHORT-TERM INCENTIVE PLAN SO THAT INCENTIVE COMPENSATION
3 AWARDS PAID UNDER THE PLAN WILL BE FULLY DEDUCTIBLE UNDER Management For For
162(M) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
PROPOSAL TO RATIFY THE APPOINTMENT OF OUR INDEPENDENT
4 AUDITORS, ERNST & YOUNG LLP, AS AUDITORS FOR OUR FISCAL YEAR
ENDING JANUARY 1, 2005. Management For For
ISSUER NAME: GOLDEN WEST FINANCIAL CORPORATION
MEETING DATE: 04/27/2004
TICKER: GDW SECURITY ID: 381317106
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT PATRICIA A. KING AS A DIRECTOR Management For For
1.2 ELECT MARION O. SANDLER AS A DIRECTOR Management For For
1.3 ELECT LESLIE TANG SCHILLING AS A DIRECTOR Management For For
2 INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM Management For For
200,000,000 TO 600,000,000.
RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP TO
3 SERVE AS THE COMPANY S INDEPENDENT OUTSIDE AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 2004. Management For For
ISSUER NAME: HERSHEY FOODS CORPORATION
MEETING DATE: 04/28/2004
TICKER: HSY SECURITY ID: 427866108
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT J.A. BOSCIA AS A DIRECTOR Management For For
1.2 ELECT R.H. CAMPBELL AS A DIRECTOR Management For For
1.3 ELECT R.F. CAVANAUGH AS A DIRECTOR Management For For
1.4 ELECT G.P. COUGHLAN AS A DIRECTOR Management For For
1.5 ELECT H. EDELMAN AS A DIRECTOR Management For For
1.6 ELECT B.G. HILL AS A DIRECTOR Management For For
1.7 ELECT R.H. LENNY AS A DIRECTOR Management For For
1.8 ELECT M.J. MCDONALD AS A DIRECTOR Management For For
1.9 ELECT M.J. TOULANTIS AS A DIRECTOR Management For For
2 APPROVE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR Management For For
2004
ISSUER NAME: HOVNANIAN ENTERPRISES, INC.
MEETING DATE: 03/05/2004
TICKER: HOV SECURITY ID: 442487203
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT K. HOVNANIAN AS A DIRECTOR Management For For
1.2 ELECT A. HOVNANIAN AS A DIRECTOR Management For For
1.3 ELECT G. DECESARIS, JR. AS A DIRECTOR Management For For
1.4 ELECT A. GREENBAUM AS A DIRECTOR Management For For
1.5 ELECT D. MCDONALD AS A DIRECTOR Management For For
1.6 ELECT J. ROBBINS AS A DIRECTOR Management For For
1.7 ELECT J. SORSBY AS A DIRECTOR Management For For
1.8 ELECT S. WEINROTH AS A DIRECTOR Management For For
1.9 ELECT E. KANGAS AS A DIRECTOR Management For For
2 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDED OCTOBER 31, 2004.
THE APPROVAL OF AN AMENDMENT TO THE AMENDED CERTIFICATE OF
3 INCORPORATION, WHICH WOULD INCREASE THE NUMBER OF AUTHORIZED Management For For
SHARES OF COMMON STOCK.
4 THE APPROVAL OF THE COMPANY S AMENDED AND RESTATED SENIOR Management For Against
EXECUTIVE SHORT-TERM INCENTIVE PLAN.
5 THE APPROVAL OF THE COMPANY S AMENDED AND RESTATED 1999 STOCK Management For Against
INCENTIVE PLAN.
ISSUER NAME: INTEL CORPORATION
MEETING DATE: 05/19/2004
TICKER: INTC SECURITY ID: 458140100
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT CRAIG R. BARRETT AS A DIRECTOR Management For For
1.2 ELECT CHARLENE BARSHEFSKY AS A DIRECTOR Management For For
1.3 ELECT E. JOHN P. BROWNE AS A DIRECTOR Management For For
1.4 ELECT ANDREW S. GROVE AS A DIRECTOR Management For For
1.5 ELECT D. JAMES GUZY AS A DIRECTOR Management For For
1.6 ELECT REED E. HUNDT AS A DIRECTOR Management For For
1.7 ELECT PAUL S. OTELLINI AS A DIRECTOR Management For For
1.8 ELECT DAVID S. POTTRUCK AS A DIRECTOR Management For For
1.9 ELECT JANE E. SHAW AS A DIRECTOR Management For For
1.10 ELECT JOHN L. THORNTON AS A DIRECTOR Management For For
1.11 ELECT DAVID B. YOFFIE AS A DIRECTOR Management For For
2 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS Management For For
3 APPROVAL OF THE 2004 EQUITY INCENTIVE PLAN Management For For
4 STOCKHOLDER PROPOSAL REQUESTING THE EXPENSING OF STOCK OPTIONS Shareholder Against Against
5 STOCKHOLDER PROPOSAL REQUESTING THE USE OF Shareholder Against Against
PERFORMANCE-VESTING STOCK
6 STOCKHOLDER PROPOSAL REQUESTING THE USE OF PERFORMANCE-BASED Shareholder Against Against
STOCK OPTIONS
ISSUER NAME: INTERNATIONAL BUSINESS MACHINES CORP
MEETING DATE: 04/27/2004
TICKER: IBM SECURITY ID: 459200101
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT C. BLACK AS A DIRECTOR Management For For
1.2 ELECT K.I. CHENAULT AS A DIRECTOR Management For For
1.3 ELECT C. GHOSN AS A DIRECTOR Management For For
1.4 ELECT N.O. KEOHANE AS A DIRECTOR Management For For
1.5 ELECT C.F. KNIGHT AS A DIRECTOR Management For For
1.6 ELECT L.A. NOTO AS A DIRECTOR Management For For
1.7 ELECT S.J. PALMISANO AS A DIRECTOR Management For For
1.8 ELECT J.B. SLAUGHTER AS A DIRECTOR Management For For
1.9 ELECT J.E. SPERO AS A DIRECTOR Management For For
1.10 ELECT S. TAUREL AS A DIRECTOR Management For For
1.11 ELECT C.M. VEST AS A DIRECTOR Management For For
1.12 ELECT L.H. ZAMBRANO AS A DIRECTOR Management For For
2 RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS Management For For
(PRICEWATERHOUSECOOPERS LLP) (PAGE 22)
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS FOR
3 THE BUSINESS CONSULTING SERVICES UNIT (ERNST & YOUNG LLP) Management For For
(PAGE 22)
4 APPROVAL OF LONG-TERM INCENTIVE PERFORMANCE TERMS FOR CERTAIN Management For For
EXECUTIVES (PAGE 23)
5 STOCKHOLDER PROPOSAL ON: CUMULATIVE VOTING (PAGE 25) Shareholder Against Abstain
6 STOCKHOLDER PROPOSAL ON: PENSION AND RETIREMENT MEDICAL (PAGE Shareholder Against Against
25)
7 STOCKHOLDER PROPOSAL ON: EXECUTIVE COMPENSATION (PAGE 26) Shareholder Against Against
8 STOCKHOLDER PROPOSAL ON: EXPENSING STOCK OPTIONS (PAGE 28) Shareholder Against Against
9 STOCKHOLDER PROPOSAL ON: DISCLOSURE OF EXECUTIVE COMPENSATION Shareholder Against Against
(PAGE 29)
10 STOCKHOLDER PROPOSAL ON: CHINA BUSINESS PRINCIPLES (PAGE 30) Shareholder Against Against
11 STOCKHOLDER PROPOSAL ON: POLITICAL CONTRIBUTIONS (PAGE 31) Shareholder Against Against
12 STOCKHOLDER PROPOSAL ON: A REVIEW OF EXECUTIVE COMPENSATION Shareholder Against Against
POLICIES (PAGE 32)
ISSUER NAME: ITT INDUSTRIES, INC.
MEETING DATE: 05/11/2004
TICKER: ITT SECURITY ID: 450911102
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS Management For For
2.1 ELECT LOUIS J. GIULIANO AS A DIRECTOR Management For For
2.2 ELECT CURTIS J. CRAWFORD AS A DIRECTOR Management For For
2.3 ELECT CHRISTINA A. GOLD AS A DIRECTOR Management For For
2.4 ELECT RALPH F. HAKE AS A DIRECTOR Management For For
2.5 ELECT JOHN J. HAMRE AS A DIRECTOR Management For For
2.6 ELECT RAYMOND W. LEBOEUF AS A DIRECTOR Management For For
2.7 ELECT FRANK T. MACINNIS AS A DIRECTOR Management For For
2.8 ELECT LINDA S. SANFORD AS A DIRECTOR Management For For
2.9 ELECT MARKOS I. TAMBAKERAS AS A DIRECTOR Management For For
ISSUER NAME: J.P. MORGAN CHASE & CO.
MEETING DATE: 05/25/2004
TICKER: JPM SECURITY ID: 46625H100
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1 MERGER PROPOSAL Management For For
2.1 ELECT HANS W. BECHERER AS A DIRECTOR Management For For
2.2 ELECT FRANK A. BENNACK, JR. AS A DIRECTOR Management For For
2.3 ELECT JOHN H. BIGGS AS A DIRECTOR Management For For
2.4 ELECT LAWRENCE A. BOSSIDY AS A DIRECTOR Management For For
2.5 ELECT ELLEN V. FUTTER AS A DIRECTOR Management For For
2.6 ELECT WILLIAM H. GRAY, III AS A DIRECTOR Management For For
2.7 ELECT WILLIAM B. HARRISON, JR AS A DIRECTOR Management For For
2.8 ELECT HELENE L. KAPLAN AS A DIRECTOR Management For For
2.9 ELECT LEE R. RAYMOND AS A DIRECTOR Management For For
2.10 ELECT JOHN R. STAFFORD AS A DIRECTOR Management For For
3 APPOINTMENT OF EXTERNAL AUDITOR Management For For
4 RE-APPROVAL OF KEY EXECUTIVE PERFORMANCE PLAN Management For For
5 ADJOURNMENT OF MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL Management For Abstain
PROXIES
6 DIRECTOR TERM LIMIT Shareholder Against Against
7 CHARITABLE CONTRIBUTIONS Shareholder Against Against
8 POLITICAL CONTRIBUTIONS Shareholder Against Against
9 SEPARATION OF CHAIRMAN AND CEO Shareholder Against Against
10 DERIVATIVE DISCLOSURE Shareholder Against Against
11 AUDITOR INDEPENDENCE Shareholder Against Against
12 DIRECTOR COMPENSATION Shareholder Against Against
13 PAY DISPARITY Shareholder Against Against
ISSUER NAME: JOHNSON & JOHNSON
MEETING DATE: 04/22/2004
TICKER: JNJ SECURITY ID: 478160104
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT GERARD N. BURROW AS A DIRECTOR Management For For
1.2 ELECT MARY S. COLEMAN AS A DIRECTOR Management For For
1.3 ELECT JAMES G. CULLEN AS A DIRECTOR Management For For
1.4 ELECT ROBERT J. DARRETTA AS A DIRECTOR Management For For
1.5 ELECT M. JUDAH FOLKMAN AS A DIRECTOR Management For For
1.6 ELECT ANN D. JORDAN AS A DIRECTOR Management For For
1.7 ELECT ARNOLD G. LANGBO AS A DIRECTOR Management For For
1.8 ELECT SUSAN L. LINDQUIST AS A DIRECTOR Management For For
1.9 ELECT LEO F. MULLIN AS A DIRECTOR Management For For
1.10 ELECT STEVEN S REINEMUND AS A DIRECTOR Management For For
1.11 ELECT DAVID SATCHER AS A DIRECTOR Management For For
1.12 ELECT HENRY B. SCHACHT AS A DIRECTOR Management For For
1.13 ELECT WILLIAM C. WELDON AS A DIRECTOR Management For For
2 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS AS Management For For
INDEPENDENT AUDITORS
3 PROPOSAL ON CHARITABLE CONTRIBUTIONS Shareholder Against Against
ISSUER NAME: LEGG MASON, INC.
MEETING DATE: 07/22/2003
TICKER: LM SECURITY ID: 524901105
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT CARL BILDT* AS A DIRECTOR Management For For
1.2 ELECT HARRY M. FORD, JR.* AS A DIRECTOR Management For For
1.3 ELECT JOHN E. KOERNER, III* AS A DIRECTOR Management For For
1.4 ELECT PETER F. O'MALLEY* AS A DIRECTOR Management For For
1.5 ELECT JAMES E. UKROP* AS A DIRECTOR Management For For
1.6 ELECT DENNIS R. BERESFORD** AS A DIRECTOR Management For For
ISSUER NAME: MARVELL TECHNOLOGY GROUP LTD.
MEETING DATE: 05/28/2004
TICKER: MRVL SECURITY ID: G5876H105
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT DR. JOHN M. CIOFFI, PHD AS A DIRECTOR Management For For
1.2 ELECT DR. PAUL R. GRAY, PH.D. AS A DIRECTOR Management For For
1.3 ELECT DOUGLAS KING AS A DIRECTOR Management For For
TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
2 AUDITORS OF THE COMPANY FOR THE 2005 FISCAL YEAR ENDING Management For For
JANUARY 29, 2005.
3 TO AUTHORIZE THE BOARD OF DIRECTORS TO FIX THE AUDITORS Management For For
REMUNERATION FOR THE 2005 FISCAL YEAR ENDING JANUARY 29, 2005.
4 TO APPROVE AN INCREASE TO THE COMPANY S AUTHORIZED SHARE Management For For
CAPITAL.
ISSUER NAME: MEDTRONIC, INC.
MEETING DATE: 08/28/2003
TICKER: MDT SECURITY ID: 585055106
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT RICHARD H. ANDERSON AS A DIRECTOR Management For For
1.2 ELECT MICHAEL R. BONSIGNORE AS A DIRECTOR Management For For
1.3 ELECT GORDON M. SPRENGER AS A DIRECTOR Management For For
2 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
MEDTRONIC S INDEPENDENT AUDITORS
3 TO APPROVE MEDTRONIC S 2003 LONG-TERM INCENTIVE PLAN. Management For For
4 TO APPROVE MEDTRONIC S EXECUTIVE INCENTIVE PLAN. Management For For
ISSUER NAME: MERCK & CO., INC.
MEETING DATE: 04/27/2004
TICKER: MRK SECURITY ID: 589331107
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT PETER C. WENDELL* AS A DIRECTOR Management For For
1.2 ELECT WILLIAM G. BOWEN** AS A DIRECTOR Management For For
1.3 ELECT WILLIAM M. DALEY** AS A DIRECTOR Management For For
1.4 ELECT THOMAS E. SHENK** AS A DIRECTOR Management For For
1.5 ELECT WENDELL P. WEEKS** AS A DIRECTOR Management For For
2 RATIFICATION OF THE APPOINTMENT OF THE COMPANY S INDEPENDENT Management For For
AUDITORS FOR 2004
PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION
3 TO DECLASSIFY THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS Management For For
RECOMMENDS A VOTE AGAINST ITEMS 4 THROUGH 8
4 STOCKHOLDER PROPOSAL CONCERNING MANAGEMENT COMPENSATION Shareholder Against Against
5 STOCKHOLDER PROPOSAL CONCERNING EXTENSION OF PRESCRIPTION Shareholder Against Against
DRUG PATENTS
6 STOCKHOLDER PROPOSAL CONCERNING ETHICAL AND SOCIAL Shareholder Against Against
PERFORMANCE OF THE COMPANY
7 STOCKHOLDER PROPOSAL CONCERNING USE OF SHAREHOLDER RESOURCES Shareholder Against Against
FOR POLITICAL PURPOSES
8 STOCKHOLDER PROPOSAL CONCERNING A REPORT RELATED TO THE Shareholder Against Against
GLOBAL HIV/AIDS PANDEMIC
ISSUER NAME: MGIC INVESTMENT CORPORATION
MEETING DATE: 05/13/2004
TICKER: MTG SECURITY ID: 552848103
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT JAMES A. ABBOTT AS A DIRECTOR Management For For
1.2 ELECT THOMAS M. HAGERTY AS A DIRECTOR Management For For
1.3 ELECT MICHAEL E. LEHMAN AS A DIRECTOR Management For For
2 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE Management For For
INDEPENDENT ACCOUNTANTS OF THE CORPORATION.
ISSUER NAME: MICROSOFT CORPORATION
MEETING DATE: 11/11/2003
TICKER: MSFT SECURITY ID: 594918104
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT WILLIAM H. GATES III AS A DIRECTOR Management For For
1.2 ELECT STEVEN A. BALLMER AS A DIRECTOR Management For For
1.3 ELECT JAMES I. CASH JR. AS A DIRECTOR Management For For
1.4 ELECT RAYMOND V. GILMARTIN AS A DIRECTOR Management For For
1.5 ELECT A. MCLAUGHLIN KOROLOGOS AS A DIRECTOR Management For For
1.6 ELECT DAVID F. MARQUARDT AS A DIRECTOR Management For For
1.7 ELECT CHARLES H. NOSKI AS A DIRECTOR Management For For
1.8 ELECT HELMUT PANKE AS A DIRECTOR Management For For
1.9 ELECT WM. G. REED JR. AS A DIRECTOR Management For For
1.10 ELECT JON A. SHIRLEY AS A DIRECTOR Management For For
2 ADOPTION OF THE AMENDMENTS TO THE 2001 STOCK PLAN Management For Against
3 ADOPTION OF THE AMENDMENTS TO THE 1999 STOCK OPTION PLAN FOR Management For Against
NON-EMPLOYEE DIRECTORS
4 SHAREHOLDER PROPOSAL (THE BOARD RECOMMENDS A VOTE AGAINST Shareholder Against Against
THIS PROPOSAL)
ISSUER NAME: MILLENNIUM PHARMACEUTICALS, INC.
MEETING DATE: 05/07/2004
TICKER: MLNM SECURITY ID: 599902103
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT CHARLES J. HOMCY, M.D. AS A DIRECTOR Management For For
1.2 ELECT RAJU S KUCHERLAPATI PHD AS A DIRECTOR Management For For
1.3 ELECT ERIC S. LANDER, PH.D. AS A DIRECTOR Management For For
RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR
2 INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,
2004. Management For For
ISSUER NAME: NEWMONT MINING CORPORATION
MEETING DATE: 04/28/2004
TICKER: NEM SECURITY ID: 651639106
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT G.A. BARTON AS A DIRECTOR Management For For
1.2 ELECT V.A. CALARCO AS A DIRECTOR Management For For
1.3 ELECT M.S. HAMSON AS A DIRECTOR Management For For
1.4 ELECT L.I. HIGDON, JR. AS A DIRECTOR Management For For
1.5 ELECT P. LASSONDE AS A DIRECTOR Management For For
1.6 ELECT R.J. MILLER AS A DIRECTOR Management For For
1.7 ELECT W.W. MURDY AS A DIRECTOR Management For For
1.8 ELECT R.A. PLUMBRIDGE AS A DIRECTOR Management For For
1.9 ELECT J.B. PRESCOTT AS A DIRECTOR Management For For
1.10 ELECT M.K. REILLY AS A DIRECTOR Management For For
1.11 ELECT S. SCHULICH AS A DIRECTOR Management For For
1.12 ELECT J.V. TARANIK AS A DIRECTOR Management For For
2 RATIFY APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT AUDITORS FOR 2004
3 STOCKHOLDER PROPOSAL Shareholder Against For
ISSUER NAME: NEXTEL COMMUNICATIONS, INC.
MEETING DATE: 05/27/2004
TICKER: NXTL SECURITY ID: 65332V103
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT KEITH J. BANE AS A DIRECTOR Management For For
1.2 ELECT V. JANET HILL AS A DIRECTOR Management For For
2 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
THE COMPANY S INDEPENDENT AUDITORS FOR 2004.
3 APPROVAL OF THE NEXTEL COMMUNICATIONS, INC. AMENDED AND Management For For
RESTATED ASSOCIATE STOCK PURCHASE PLAN.
ISSUER NAME: OCCIDENTAL PETROLEUM CORPORATION
MEETING DATE: 04/30/2004
TICKER: OXY SECURITY ID: 674599105
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT RONALD W. BURKLE AS A DIRECTOR Management For For
1.2 ELECT JOHN S. CHALSLY AS A DIRECTOR Management For For
1.3 ELECT EDWARD P. DJEREJIAN AS A DIRECTOR Management For For
1.4 ELECT R. CHAD DREIER AS A DIRECTOR Management For For
1.5 ELECT JOHN E. FEICK AS A DIRECTOR Management For For
1.6 ELECT RAY R. IRANI AS A DIRECTOR Management For For
1.7 ELECT DALE R. LAURANCE AS A DIRECTOR Management For For
1.8 ELECT IRVIN W. MALONEY AS A DIRECTOR Management For For
1.9 ELECT RODOLFO SEGOVIA AS A DIRECTOR Management For For
1.10 ELECT AZIZ D. SYRIANI AS A DIRECTOR Management For For
1.11 ELECT ROSEMARY TOMICH AS A DIRECTOR Management For For
1.12 ELECT WALTER L. WEISMAN AS A DIRECTOR Management For For
2 THE RATIFICATION OF THE SELECTION OF KPMG AS INDEPENDENT Management For For
AUDITORS.
3 APPROVAL OF AMENDMENT TO THE RESTRICTED STOCK PLAN FOR Management For For
NON-EMPLOYEE DIRECTORS.
4 DISCONTINUANCE OF OPTIONS, RIGHTS AND SEVERANCE PAYMENTS. Shareholder Against Against
ISSUER NAME: OVERSEAS SHIPHOLDING GROUP, INC.
MEETING DATE: 06/01/2004
TICKER: OSG SECURITY ID: 690368105
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT MORTEN ARNTZEN AS A DIRECTOR Management For For
1.2 ELECT OUDI RECANATI AS A DIRECTOR Management For For
1.3 ELECT ROBERT N. COWEN AS A DIRECTOR Management For For
1.4 ELECT G. ALLEN ANDREAS III AS A DIRECTOR Management For For
1.5 ELECT ALAN R. BATKIN AS A DIRECTOR Management For For
1.6 ELECT THOMAS B. COLEMAN AS A DIRECTOR Management For For
1.7 ELECT CHARLES A. FRIBOURG AS A DIRECTOR Management For For
1.8 ELECT STANLEY KOMAROFF AS A DIRECTOR Management For For
1.9 ELECT SOLOMON N. MERKIN AS A DIRECTOR Management For For
1.10 ELECT JOEL I. PICKET AS A DIRECTOR Management For For
1.11 ELECT ARIEL RECANATI AS A DIRECTOR Management For For
1.12 ELECT MICHAEL J. ZIMMERMAN AS A DIRECTOR Management For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS FOR THE YEAR 2004.
3 APPROVAL OF THE OVERSEAS SHIPHOLDING GROUP, INC. 2004 STOCK Management For Against
INCENTIVE PLAN.
4 APPROVAL OF THE OVERSEAS SHIPHOLDING GROUP, INC. EXECUTIVE Management For For
PERFORMANCE INCENTIVE PLAN.
ISSUER NAME: PACIFICARE HEALTH SYSTEMS, INC.
MEETING DATE: 05/20/2004
TICKER: PHS SECURITY ID: 695112102
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT AIDA ALVAREZ AS A DIRECTOR Management For For
1.2 ELECT BRADLEY C. CALL AS A DIRECTOR Management For For
1.3 ELECT TERRY O. HARTSHORN AS A DIRECTOR Management For For
1.4 ELECT DOMINIC NG AS A DIRECTOR Management For For
1.5 ELECT HOWARD G. PHANSTIEL AS A DIRECTOR Management For For
1.6 ELECT WARREN E. PINCKERT II AS A DIRECTOR Management For For
1.7 ELECT DAVID A. REED AS A DIRECTOR Management For For
1.8 ELECT CHARLES R. RINEHART AS A DIRECTOR Management For For
1.9 ELECT LINDA ROSENSTOCK AS A DIRECTOR Management For For
1.10 ELECT LLOYD E. ROSS AS A DIRECTOR Management For For
2 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE EMPLOYEE STOCK Management For For
PURCHASE PLAN.
3 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
AUDITORS.
ISSUER NAME: PARTNERRE LTD.
MEETING DATE: 05/13/2004
TICKER: PRE SECURITY ID: G6852T105
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT VITO H. BAUMGARTNER AS A DIRECTOR Management For For
1.2 ELECT JEAN-PAUL MONTUPET AS A DIRECTOR Management For For
1.3 ELECT JOHN A. ROLLWAGEN AS A DIRECTOR Management For For
1.4 ELECT LUCIO STANCA AS A DIRECTOR Management For For
TO APPROVE AN INCREASE IN THE MAXIMUM NUMBER OF DIRECTORS
FROM TEN TO ELEVEN, WITH THE MINIMUM NUMBER OF DIRECTORS SET
2 AT THREE, AND FOR THE BOARD TO BE AUTHORIZED TO FILL ANY Management For For
VACANCIES AS AND WHEN THEY DEEM EXPEDIENT.
TO AMEND THE BYE-LAWS OF THE COMPANY TO REMOVE THE EXEMPTION
WHICH EXCLUDES SWISS REINSURANCE COMPANY AND ITS AFFILIATES
3 FROM THE PROHIBITION ON OBTAINING OR EXERCISING MORE THAN Management For For
9.9% OF THE VOTING RIGHTS ATTACHED TO THE COMPANY S ISSUED
AND OUTSTANDING SHARES.
TO INCREASE THE NUMBER OF COMMON SHARES RESERVED FOR ISSUANCE
4 UNDER THE PARTNERRE LTD. EMPLOYEE INCENTIVE PLAN FROM Management For For
3,500,000 COMMON SHARES TO 5,000,000 COMMON SHARES.
TO REAPPOINT THE FIRM OF DELOITTE & TOUCHE TO SERVE AS
INDEPENDENT AUDITORS OF THE COMPANY UNTIL THE COMPANY S 2005
5 ANNUAL GENERAL MEETING AND TO REFER TO THE BOARD OF DIRECTORS Management For For
THE AUTHORITY TO DETERMINE THE REMUNERATION OF DELOITTE &
TOUCHE.
OTHER - IN THEIR DISCRETION UPON SUCH OTHER MATTERS,
6 INCLUDING WITHHOLDING A QUORUM, IF NECESSARY, AS MAY PROPERLY
COME BEFORE THE ANNUAL GENERAL MEETING. Management For Abstain
ISSUER NAME: PEDIATRIX MEDICAL GROUP, INC.
MEETING DATE: 05/20/2004
TICKER: PDX SECURITY ID: 705324101
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT CESAR L. ALVAREZ AS A DIRECTOR Management For For
1.2 ELECT WALDEMAR A. CARLO, M.D. AS A DIRECTOR Management For For
1.3 ELECT MICHAEL B. FERNANDEZ AS A DIRECTOR Management For For
1.4 ELECT ROGER K. FREEMAN, M.D. AS A DIRECTOR Management For For
1.5 ELECT PAUL G. GABOS AS A DIRECTOR Management For For
1.6 ELECT ROGER J. MEDEL, M.D. AS A DIRECTOR Management For For
1.7 ELECT LAWRENCE M. MULLEN AS A DIRECTOR Management For For
2 APPROVAL OF THE PEDIATRIX 2004 INCENTIVE COMPENSATION PLAN. Management For Against
ISSUER NAME: PEPSICO, INC.
MEETING DATE: 05/05/2004
TICKER: PEP SECURITY ID: 713448108
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT J.F. AKERS AS A DIRECTOR Management For For
1.2 ELECT R.E. ALLEN AS A DIRECTOR Management For For
1.3 ELECT R.L. HUNT AS A DIRECTOR Management For For
1.4 ELECT A.C. MARTINEZ AS A DIRECTOR Management For For
1.5 ELECT I.K. NOOYI AS A DIRECTOR Management For For
1.6 ELECT F.D. RAINES AS A DIRECTOR Management For For
1.7 ELECT S.S. REINEMUND AS A DIRECTOR Management For For
1.8 ELECT S.P. ROCKEFELLER AS A DIRECTOR Management For For
1.9 ELECT J.J. SCHIRO AS A DIRECTOR Management For For
1.10 ELECT F.A. THOMAS AS A DIRECTOR Management For For
1.11 ELECT C.M. TRUDELL AS A DIRECTOR Management For For
1.12 ELECT S.D. TRUJILLO AS A DIRECTOR Management For For
1.13 ELECT D. VASELLA AS A DIRECTOR Management For For
2 APPROVAL OF AUDITORS Management For For
3 APPROVAL OF THE 2004 EXECUTIVE INCENTIVE COMPENSATION PLAN Management For For
4 SHAREHOLDER PROPOSAL (PROXY STATEMENT P.22) Shareholder Against Against
5 SHAREHOLDER PROPOSAL (PROXY STATEMENT P.23) Shareholder Against Against
ISSUER NAME: PFIZER INC.
MEETING DATE: 04/22/2004
TICKER: PFE SECURITY ID: 717081103
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT MICHAEL S. BROWN AS A DIRECTOR Management For For
1.2 ELECT M. ANTHONY BURNS AS A DIRECTOR Management For For
1.3 ELECT ROBERT N. BURT AS A DIRECTOR Management For For
1.4 ELECT W. DON CORNWELL AS A DIRECTOR Management For For
1.5 ELECT WILLIAM H. GRAY III AS A DIRECTOR Management For For
1.6 ELECT CONSTANCE J. HORNER AS A DIRECTOR Management For For
1.7 ELECT WILLIAM R. HOWELL AS A DIRECTOR Management For For
1.8 ELECT STANLEY O. IKENBERRY AS A DIRECTOR Management For For
1.9 ELECT GEORGE A. LORCH AS A DIRECTOR Management For For
1.10 ELECT HENRY A. MCKINNELL AS A DIRECTOR Management For For
1.11 ELECT DANA G. MEAD AS A DIRECTOR Management For For
1.12 ELECT FRANKLIN D. RAINES AS A DIRECTOR Management For For
1.13 ELECT RUTH J. SIMMONS AS A DIRECTOR Management For For
1.14 ELECT WILLIAM C. STEERE, JR. AS A DIRECTOR Management For For
1.15 ELECT JEAN-PAUL VALLES AS A DIRECTOR Management For For
2 A PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS FOR 2004.
3 A PROPOSAL TO APPROVE THE PFIZER INC. 2004 STOCK PLAN. Management For For
SHAREHOLDER PROPOSAL REQUESTING REVIEW OF THE ECONOMIC
4 EFFECTS OF THE HIV/AIDS, TB AND MALARIA PANDEMICS ON THE Shareholder Against Against
COMPANY S BUSINESS STRATEGY.
5 SHAREHOLDER PROPOSAL RELATING TO POLITICAL CONTRIBUTIONS. Shareholder Against Against
SHAREHOLDER PROPOSAL RELATING TO AN ANNUAL REPORT ON
6 CORPORATE RESOURCES DEVOTED TO SUPPORTING POLITICAL ENTITIES Shareholder Against Against
OR CANDIDATES.
7 SHAREHOLDER PROPOSAL SEEKING TO IMPOSE TERM LIMITS ON Shareholder Against Against
DIRECTORS.
8 SHAREHOLDER PROPOSAL REQUESTING A REPORT ON INCREASING ACCESS Shareholder Against Against
TO PFIZER PRODUCTS.
9 SHAREHOLDER PROPOSAL ON STOCK OPTIONS. Shareholder Against Against
10 SHAREHOLDER PROPOSAL ON IN VITRO TESTING. Shareholder Against Against
ISSUER NAME: POPULAR, INC.
MEETING DATE: 04/30/2004
TICKER: BPOP SECURITY ID: 733174106
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT J.B. CARRION JR.* AS A DIRECTOR Management For For
1.2 ELECT MANUEL MORALES JR.* AS A DIRECTOR Management For For
1.3 ELECT J.R. VIZCARRONDO* AS A DIRECTOR Management For For
1.4 ELECT MARIA LUISA FERRE** AS A DIRECTOR Management For For
1.5 ELECT F.V. SALERNO** AS A DIRECTOR Management For For
2 TO RATIFY THE SELECTION OF THE CORPORATION S INDEPENDENT Management For For
AUDITORS FOR 2004.
TO AMEND ARTICLE FIFTH OF THE RESTATED ARTICLES OF
3 INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF Management For Against
COMMON STOCK, PAR VALUE $6, FROM 180,000,000 TO 470,000,000.
TO AMEND ARTICLE FIFTH OF THE RESTATED ARTICLES OF
INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF
4 PREFERRED STOCK WITHOUT PAR VALUE FROM 10,000,000 TO Management For Against
30,000,000.
TO AMEND ARTICLE EIGHTH OF THE RESTATED ARTICLES OF
5 INCORPORATION TO ELIMINATE THE REQUIREMENT THAT THE TOTAL Management For Against
NUMBER OF DIRECTORS SHALL ALWAYS BE AN ODD NUMBER.
6 TO APPROVE THE CORPORATION S 2004 OMNIBUS INCENTIVE PLAN. Management For Against
ISSUER NAME: PPL CORPORATION
MEETING DATE: 04/23/2004
TICKER: PPL SECURITY ID: 69351T106
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT WILLIAM F. HECHT AS A DIRECTOR Management For For
1.2 ELECT STUART HEYDT AS A DIRECTOR Management For For
1.3 ELECT W. KEITH SMITH AS A DIRECTOR Management For For
2 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR Management For For
ISSUER NAME: ROWAN COMPANIES, INC.
MEETING DATE: 04/23/2004
TICKER: RDC SECURITY ID: 779382100
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT WILLIAM T. FOX III AS A DIRECTOR Management For For
1.2 ELECT SIR GRAHAM HEARNE AS A DIRECTOR Management For For
1.3 ELECT H.E. LENTZ AS A DIRECTOR Management For For
1.4 ELECT P. DEXTER PEACOCK AS A DIRECTOR Management For For
ISSUER NAME: SIEBEL SYSTEMS, INC.
MEETING DATE: 06/23/2004
TICKER: SEBL SECURITY ID: 826170102
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT C. SCOTT HARTZ AS A DIRECTOR Management For For
1.2 ELECT CHARLES R. SCHWAB AS A DIRECTOR Management For For
1.3 ELECT GEORGE T. SHAHEEN AS A DIRECTOR Management For For
1.4 ELECT JOHN W. WHITE AS A DIRECTOR Management For For
2 TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT Management For For
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004.
TO VOTE ON THE STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD
OF DIRECTORS ADOPT A POLICY OF EXPENSING THE COST OF FUTURE
3 EMPLOYEE AND DIRECTOR STOCK OPTIONS IN OUR ANNUAL INCOME
STATEMENT. Shareholder Unknown Against
ISSUER NAME: SILICON LABORATORIES INC.
MEETING DATE: 04/29/2004
TICKER: SLAB SECURITY ID: 826919102
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT DANIEL A. ARTUSI AS A DIRECTOR Management For For
1.2 ELECT WILLIAM G. BOCK AS A DIRECTOR Management For For
1.3 ELECT R. TED ENLOE III AS A DIRECTOR Management For For
TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
2 AUDITORS OF SILICON LABORATORIES INC. FOR THE FISCAL YEAR
ENDING JANUARY 1, 2005. Management For For
ISSUER NAME: STAPLES, INC.
MEETING DATE: 06/17/2004
TICKER: SPLS SECURITY ID: 855030102
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT ARTHUR M. BLANK AS A DIRECTOR Management For For
1.2 ELECT GARY L. CRITTENDEN AS A DIRECTOR Management For For
1.3 ELECT MARTIN TRUST AS A DIRECTOR Management For For
1.4 ELECT PAUL F. WALSH AS A DIRECTOR Management For For
2 TO APPROVE STAPLES 2004 STOCK INCENTIVE PLAN. Management For For
3 TO APPROVE STAPLES AMENDED AND RESTATED 1998 EMPLOYEE STOCK Management For For
PURCHASE PLAN.
4 TO APPROVE STAPLES AMENDED AND RESTATED INTERNATIONAL Management For For
EMPLOYEE STOCK PURCHASE PLAN.
TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF ERNST &
5 YOUNG LLP AS STAPLES INDEPENDENT AUDITORS FOR THE CURRENT Management For For
FISCAL YEAR.
6 TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER RIGHTS PLANS. Shareholder Against For
7 TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER INPUT ON Shareholder Against For
POISON PILLS.
8 TO ACT ON A SHAREHOLDER PROPOSAL ON COMMONSENSE EXECUTIVE Shareholder Against Against
COMPENSATION.
9 TO ACT ON A SHAREHOLDER PROPOSAL ON AUDITOR INDEPENDENCE. Shareholder Against Against
ISSUER NAME: STATION CASINOS, INC.
MEETING DATE: 05/19/2004
TICKER: STN SECURITY ID: 857689103
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT LORENZO J. FERTITTA AS A DIRECTOR Management For Withhold
1.2 ELECT BLAKE L. SARTINI AS A DIRECTOR Management For Withhold
1.3 ELECT JAMES E. NAVE, D.V.M. AS A DIRECTOR Management For Withhold
2 TO APPROVE THE COMPANY S SENIOR EXECUTIVE ANNUAL BONUS PLAN. Management For For
3 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY Management For For
S INDEPENDENT AUDITORS FOR 2004.
4 TO VOTE IN THEIR DISCRETION ON SUCH OTHER BUSINESS AS MAY Management For Abstain
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
ISSUER NAME: SYSCO CORPORATION
MEETING DATE: 11/07/2003
TICKER: SYY SECURITY ID: 871829107
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT JONATHAN GOLDEN* AS A DIRECTOR Management For For
1.2 ELECT JOSEPH A. HAFNER, JR.* AS A DIRECTOR Management For For
1.3 ELECT THOMAS E. LANKFORD* AS A DIRECTOR Management For For
1.4 ELECT RICHARD J. SCHNIEDERS* AS A DIRECTOR Management For For
1.5 ELECT J.K. STUBBLEFIELD, JR** AS A DIRECTOR Management For For
APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF SHARES OF COMMON
2 STOCK THAT SYSCO WILL HAVE THE AUTHORITY TO ISSUE TO TWO Management For For
BILLION (2,000,000,000).
3 APPROVAL OF THE 2003 STOCK INCENTIVE PLAN. Management For Against
SHAREHOLDER PROPOSAL REQUESTING THAT THE BOARD REVIEW THE
COMPANY S POLICIES FOR FOOD PRODUCTS CONTAINING GENETICALLY
4 ENGINEERED INGREDIENTS AND REPORT TO SHAREHOLDERS BY MARCH
2004. Shareholder Against Against
ISSUER NAME: THE FIRST AMERICAN CORPORATION
MEETING DATE: 05/13/2004
TICKER: FAF SECURITY ID: 318522307
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT GARY J. BEBAN AS A DIRECTOR Management For For
1.2 ELECT J. DAVID CHATHAM AS A DIRECTOR Management For For
1.3 ELECT WILLIAM G. DAVIS AS A DIRECTOR Management For For
1.4 ELECT JAMES L. DOTI AS A DIRECTOR Management For For
1.5 ELECT LEWIS W. DOUGLAS, JR. AS A DIRECTOR Management For For
1.6 ELECT PAUL B. FAY, JR. AS A DIRECTOR Management For For
1.7 ELECT D.P. KENNEDY AS A DIRECTOR Management For For
1.8 ELECT PARKER S. KENNEDY AS A DIRECTOR Management For For
1.9 ELECT FRANK E. O'BRYAN AS A DIRECTOR Management For For
1.10 ELECT ROSLYN B. PAYNE AS A DIRECTOR Management For For
1.11 ELECT D. VAN SKILLING AS A DIRECTOR Management For For
1.12 ELECT HERBERT B. TASKER AS A DIRECTOR Management For For
1.13 ELECT VIRGINIA M. UEBERROTH AS A DIRECTOR Management For For
ISSUER NAME: THE GILLETTE COMPANY
MEETING DATE: 05/20/2004
TICKER: G SECURITY ID: 375766102
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT EDWARD F. DEGRAAN AS A DIRECTOR Management For For
1.2 ELECT WILBUR H. GANTZ AS A DIRECTOR Management For For
1.3 ELECT JAMES M. KILTS AS A DIRECTOR Management For For
1.4 ELECT JORGE PAULO LEMANN AS A DIRECTOR Management For For
2 RATIFICATION OF THE APPOINTMENT OF AUDITOR. Management For For
3 APPROVAL OF THE 2004 LONG-TERM INCENTIVE PLAN. Management For For
4 SHAREHOLDER PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS. Shareholder Against For
5 SHAREHOLDER PROPOSAL TO LIMIT SERVICES PROVIDED BY THE Shareholder Against Against
AUDITOR.
6 SHAREHOLDER PROPOSAL TO EXPENSE STOCK OPTIONS. Shareholder Against Against
ISSUER NAME: TORCHMARK CORPORATION
MEETING DATE: 04/29/2004
TICKER: TMK SECURITY ID: 891027104
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT CHARLES E. ADAIR AS A DIRECTOR Management For For
1.2 ELECT JOSEPH M. FARLEY AS A DIRECTOR Management For For
1.3 ELECT C.B. HUDSON AS A DIRECTOR Management For For
1.4 ELECT JOSEPH L. LANIER, JR. AS A DIRECTOR Management For For
1.5 ELECT R.K. RICHEY AS A DIRECTOR Management For For
2 RATIFICATION OF AUDITORS Management For For
3 SHAREHOLDER PROPOSAL Shareholder Against Against
4 SHAREHOLDER PROPOSAL Shareholder Against Against
ISSUER NAME: UNITED DEFENSE INDUSTRIES, INC.
MEETING DATE: 04/13/2004
TICKER: UDI SECURITY ID: 91018B104
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT FRANK C. CARLUCCI AS A DIRECTOR Management For For
1.2 ELECT PETER J. CLARE AS A DIRECTOR Management For For
1.3 ELECT WILLIAM E. CONWAY, JR. AS A DIRECTOR Management For For
1.4 ELECT C. THOMAS FAULDERS, III AS A DIRECTOR Management For For
1.5 ELECT ROBERT J. NATTER AS A DIRECTOR Management For For
1.6 ELECT J.H. BINFORD PEAY, III AS A DIRECTOR Management For For
1.7 ELECT THOMAS W. RABAUT AS A DIRECTOR Management For For
1.8 ELECT FRANCIS RABORN AS A DIRECTOR Management For For
1.9 ELECT JOHN M. SHALIKASHVILI AS A DIRECTOR Management For For
2 APPROVAL OF THE AMENDED AND RESTATED PLAN. Management For For
ISSUER NAME: VALERO ENERGY CORPORATION
MEETING DATE: 04/29/2004
TICKER: VLO SECURITY ID: 91913Y100
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT E. GLENN BIGGS AS A DIRECTOR Management For For
1.2 ELECT RUBEN M. ESCOBEDO AS A DIRECTOR Management For For
1.3 ELECT BOB MARBUT AS A DIRECTOR Management For For
2 RATIFICATION OF KPMG LLP AS AUDITORS FOR 2004. Management For For
3 CLIMATE CHANGE RESOLUTION. Shareholder Against Against
ISSUER NAME: W. R. BERKLEY CORPORATION
MEETING DATE: 05/11/2004
TICKER: BER SECURITY ID: 084423102
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT WILLIAM R. BERKLEY, JR. AS A DIRECTOR Management For For
1.2 ELECT RONALD E. BLAYLOCK AS A DIRECTOR Management For For
1.3 ELECT MARK E. BROCKBANK AS A DIRECTOR Management For For
1.4 ELECT RODNEY A. HAWES, JR. AS A DIRECTOR Management For For
2 TO APPROVE THE W. R. BERKLEY CORPORATION 2004 LONG-TERM Management For For
INCENTIVE PLAN.
3 TO APPROVE THE AMENDMENT TO THE RESTATED CERTIFICATE OF Management For For
INCORPORATION OF W. R. BERKLEY CORPORATION.
TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT
4 CERTIFIED PUBLIC ACCOUNTANTS FOR W. R. BERKLEY CORPORATION
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. Management For For
ISSUER NAME: WAL-MART STORES, INC.
MEETING DATE: 06/04/2004
TICKER: WMT SECURITY ID: 931142103
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT JAMES W. BREYER AS A DIRECTOR Management For For
1.2 ELECT M. MICHELE BURNS AS A DIRECTOR Management For For
1.3 ELECT THOMAS M. COUGHLIN AS A DIRECTOR Management For For
1.4 ELECT DAVID D. GLASS AS A DIRECTOR Management For For
1.5 ELECT ROLAND A. HERNANDEZ AS A DIRECTOR Management For For
1.6 ELECT DAWN G. LEPORE AS A DIRECTOR Management For For
1.7 ELECT JOHN D. OPIE AS A DIRECTOR Management For For
1.8 ELECT J. PAUL REASON AS A DIRECTOR Management For For
1.9 ELECT H. LEE SCOTT, JR. AS A DIRECTOR Management For For
1.10 ELECT JACK C. SHEWMAKER AS A DIRECTOR Management For For
1.11 ELECT JOSE H. VILLARREAL AS A DIRECTOR Management For For
1.12 ELECT JOHN T. WALTON AS A DIRECTOR Management For For
1.13 ELECT S. ROBSON WALTON AS A DIRECTOR Management For For
1.14 ELECT CHRISTOPHER J. WILLIAMS AS A DIRECTOR Management For For
2 APPROVAL OF THE ASDA COLLEAGUE SHARE OWNERSHIP PLAN 1999 Management For For
3 APPROVAL OF THE ASDA SHARESAVE PLAN 2000 Management For For
4 APPROVAL OF THE WAL-MART STORES, INC. 2004 ASSOCIATE STOCK Management For Against
PURCHASE PLAN
5 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS Management For For
6 A SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIRMAN Shareholder Against Against
7 A SHAREHOLDER PROPOSAL REGARDING A SUSTAINABILITY REPORT Shareholder Against Against
8 A SHAREHOLDER PROPOSAL REGARDING EQUITY COMPENSATION Shareholder Against Against
9 A SHAREHOLDER PROPOSAL REGARDING GENETICALLY ENGINEERED FOOD Shareholder Against Against
PRODUCTS
10 A SHAREHOLDER PROPOSAL REGARDING AN EQUAL EMPLOYMENT Shareholder Against Against
OPPORTUNITY REPORT
11 A SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER APPROVAL OF Shareholder Against Against
PARTICIPATION IN THE OFFICER DEFERRED COMPENSATION PLAN
ISSUER NAME: WELLS FARGO & COMPANY
MEETING DATE: 04/27/2004
TICKER: WFC SECURITY ID: 949746101
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT J.A. BLANCHARD III AS A DIRECTOR Management For For
1.2 ELECT SUSAN E. ENGEL AS A DIRECTOR Management For For
1.3 ELECT ENRIQUE HERNANDEZ, JR. AS A DIRECTOR Management For For
1.4 ELECT ROBERT L. JOSS AS A DIRECTOR Management For For
1.5 ELECT REATHA CLARK KING AS A DIRECTOR Management For For
1.6 ELECT RICHARD M. KOVACEVICH AS A DIRECTOR Management For For
1.7 ELECT RICHARD D. MCCORMICK AS A DIRECTOR Management For For
1.8 ELECT CYNTHIA H. MILLIGAN AS A DIRECTOR Management For For
1.9 ELECT PHILIP J. QUIGLEY AS A DIRECTOR Management For For
1.10 ELECT DONALD B. RICE AS A DIRECTOR Management For For
1.11 ELECT JUDITH M. RUNSTAD AS A DIRECTOR Management For For
1.12 ELECT STEPHEN W. SANGER AS A DIRECTOR Management For For
1.13 ELECT SUSAN G. SWENSON AS A DIRECTOR Management For For
1.14 ELECT MICHAEL W. WRIGHT AS A DIRECTOR Management For For
2 PROPOSAL TO APPROVE THE COMPANY S SUPPLEMENTAL 401(K) PLAN. Management For For
3 PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS FOR 2004.
4 STOCKHOLDER PROPOSAL REGARDING EXPENSING STOCK OPTIONS. Shareholder Against Against
5 STOCKHOLDER PROPOSAL REGARDING RESTRICTED STOCK. Shareholder Against Against
6 STOCKHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION AND Shareholder Against Against
PREDATORY LENDING.
7 STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS. Shareholder Against Against
ISSUER NAME: WESTERN DIGITAL CORPORATION
MEETING DATE: 11/20/2003
TICKER: WDC SECURITY ID: 958102105
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT MATTHEW E. MASSENGILL AS A DIRECTOR Management For For
1.2 ELECT I.M. BOOTH AS A DIRECTOR Management For For
1.3 ELECT PETER D. BEHRENDT AS A DIRECTOR Management For For
1.4 ELECT KATHLEEN A. COTE AS A DIRECTOR Management For For
1.5 ELECT HENRY T. DENERO AS A DIRECTOR Management For For
1.6 ELECT WILLIAM L. KIMSEY AS A DIRECTOR Management For For
1.7 ELECT MICHAEL D. LAMBERT AS A DIRECTOR Management For For
1.8 ELECT ROGER H. MOORE AS A DIRECTOR Management For For
1.9 ELECT THOMAS E. PARDUN AS A DIRECTOR Management For For
TO APPROVE AN AMENDMENT TO THE COMPANY S 1993 EMPLOYEE STOCK
PURCHASE PLAN, TO INCREASE BY 3,000,000 THE NUMBER OF SHARES
2 OF COMMON STOCK AVAILABLE FOR ISSUANCE TO EMPLOYEES OF THE Management For For
COMPANY UNDER THE PLAN.
TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT
3 ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL YEAR ENDING JULY
2, 2004. Management For For
ISSUER NAME: WESTERN WIRELESS CORPORATION
MEETING DATE: 05/26/2004
TICKER: WWCA SECURITY ID: 95988E204
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT JOHN W. STANTON AS A DIRECTOR Management For For
1.2 ELECT JOHN L. BUNCE, JR. AS A DIRECTOR Management For For
1.3 ELECT MITCHELL L. COHEN AS A DIRECTOR Management For For
1.4 ELECT DANIEL J. EVANS AS A DIRECTOR Management For For
1.5 ELECT THERESA E. GILLESPIE AS A DIRECTOR Management For For
1.6 ELECT JONATHAN M. NELSON AS A DIRECTOR Management For For
1.7 ELECT PEGGY V. PHILLIPS AS A DIRECTOR Management For For
1.8 ELECT MIKAL J. THOMSEN AS A DIRECTOR Management For For
1.9 ELECT PETER H. VAN OPPEN AS A DIRECTOR Management For For
2 PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR 2004.
3 PROPOSAL TO APPROVE THE COMPANY S 2004 EMPLOYEE STOCK Management For For
PURCHASE PLAN.
4 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON Management For Abstain
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
ISSUER NAME: YAHOO! INC.
MEETING DATE: 05/21/2004
TICKER: YHOO SECURITY ID: 984332106
Proposal No Proposal Proposed By Management Vote Cast
Recommendation
1.1 ELECT TERRY S. SEMEL AS A DIRECTOR Management For For
1.2 ELECT JERRY YANG AS A DIRECTOR Management For For
1.3 ELECT ROY J. BOSTOCK AS A DIRECTOR Management For For
1.4 ELECT RONALD W. BURKLE AS A DIRECTOR Management For For
1.5 ELECT ERIC HIPPEAU AS A DIRECTOR Management For For
1.6 ELECT ARTHUR H. KERN AS A DIRECTOR Management For For
1.7 ELECT ROBERT A. KOTICK AS A DIRECTOR Management For For
1.8 ELECT EDWARD R. KOZEL AS A DIRECTOR Management For For
1.9 ELECT GARY L. WILSON AS A DIRECTOR Management For For
2 AMENDMENT OF THE AMENDED AND RESTATED 1996 EMPLOYEE STOCK Management For For
PURCHASE PLAN.
3 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. Management For For
4 STOCKHOLDER PROPOSAL REGARDING EXPENSING OF OPTIONS. Shareholder Against Against
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT LARGE CAP GROWTH PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
07/11/03 - A BEA Systems, Inc. *BEAS* 073325102 05/27/03 282,450
1 Elect Directors For For
1.1 Elect Director William T. Coleman
III --- For
We recommend a vote FOR the directors.
1.2 Elect Director Dale Crandall --- For
1.3 Elect Director William H. Janeway
--- For
2 Approve Executive Incentive Bonus For For
Plan
3 Ratify Auditors For For
08/21/03 - A BMC Software, Inc. *BMC* 055921100 07/03/03 171,300
1 Elect Directors For For
2 Ratify Auditors For For
07/17/03 - A Centex Corp. *CTX* 152312104 05/29/03 61,800
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Approve Omnibus Stock Plan For Against
4 Ratify Auditors For For
07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 1,261,350
1 Elect Directors For For
2 Declassify the Board of Directors For Against
3 Change Company Name For For
4 Approve Executive Incentive Bonus For For
Plan
07/31/03 - A Electronic Arts, Inc. *ERTS* 285512109 06/04/03 150,435
1 Elect Directors For For
1.1 Elect Director M. Richard Asher ---
For
We recommend a vote FOR the directors.
1.2 Elect Director William J. Byron ---
For
1.3 Elect Director Leonard S. Coleman
--- For
1.4 Elect Director Gary M. Kusin --- For
1.5 Elect Director Gregory B. Maffei
--- For
1.6 Elect Director Timothy Mott --- For
1.7 Elect Director Lawrence F. Probst
III --- For
1.8 Elect Director Linda J. Srere ---
For
2 Amend Omnibus Stock Plan For For
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
09/29/03 - A FedEx Corporation *FDX* 31428X106 08/04/03 77,300
1 Elect Directors For Split
1.1 Elect Director August A. Busch IV
--- For
We recommend a vote FOR the directors with the
exception of George J. Mitchell. We recommend
that shareholders WITHHOLD votes from George J.
Mitchell for standing as an affiliated outsider
on the Compensation and Nominating Committees.
1.2 Elect Director John A. Edwardson
--- For
1.3 Elect Director George J. Mitchell
--- Withhold
1.4 Elect Director Joshua I. Smith ---
For
2 Approve Omnibus Stock Plan For For
3 Ratify Auditors For For
Shareholder Proposal
4 Declassify the Board of Directors Against Against
09/30/03 - A Flextronics International Ltd. Y2573F102 None 383,500
*FLEX*
1 Reelect Richard Sharp as Director For For
2a Reelect James Davidson as Director For For
2b Reelect Lip-Bu Tan as Director For For
3 Reelect Patrick Foley as Director For For
4 Reappoint Deloitte & Touche as For For
Auditors and Authorize Board to Fix
Their Remuneration
5 Amend 1997 Employee Share Purchase For For
Plan
6 Approve Issuance of Shares without For For
Preemptive Rights
7 Approve Nonexecutive Directors' Fees For For
8 Authorize Share Repurchase Program For For
08/11/03 - A Forest Laboratories, Inc. *FRX* 345838106 06/20/03 239,010
1 Elect Directors For Split
1.1 Elect Director Howard Solomon ---
Withhold
We recommend a vote FOR the directors with the
exceptions of Phillip M. Satow, Kenneth E.
Goodman, and Howard Solomon. We recommend that
shareholders WITHHOLD votes from Phillip M.
Satow for standing as an affiliated outsider on
the Audit Committee and Phillip M. Satow,
Kenneth E. Goodman, and Howard Solomon for
failure to establish an independent nominating
committee.
1.2 Elect Director William J. Candee,
III --- For
1.3 Elect Director George S. Cohan ---
For
1.4 Elect Director Dan L. Goldwasser
--- For
1.5 Elect Director Lester B. Salans,
M.D. --- For
1.6 Elect Director Kenneth E. Goodman
--- Withhold
1.7 Elect Director Phillip M. Satow ---
Withhold
2 Increase Authorized Common Stock For Against
3 Ratify Auditors For For
09/22/03 - A General Mills, Inc. *GIS* 370334104 07/24/03 129,550
1 Elect Directors For For
1.1 Elect Director Stephen R. Demeritt
--- For
1.2 Elect Director Livio D. DeSimone
--- For
1.3 Elect Director William T. Esrey ---
For
1.4 Elect Director Raymond V. Gilmartin
--- For
1.5 Elect Director Judith Richards Hope
--- For
1.6 Elect Director Robert L. Johnson
--- For
1.7 Elect Director John M. Keenan ---
For
1.8 Elect Director Heidi G. Miller ---
For
1.9 Elect Director Hilda
Ochoa-Brillembourg --- For
1.10 Elect Director Stephen W. Sanger
--- For
1.11 Elect Director A. Michael Spence
--- For
1.12 Elect Director Dorothy A. Terrell
--- For
1.13 Elect Director Raymond G. Viault
--- For
1.14 Elect Director Paul S. Walsh --- For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
08/28/03 - A Medtronic, Inc. *MDT* 585055106 07/03/03 788,300
1 Elect Directors For Split
1.1 Elect Director Richard H. Anderson
--- For
1.2 Elect Director Michael R.
Bonsignore --- For
1.3 Elect Director Gordon M. Sprenger
--- Withhold
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
4 Approve Executive Incentive Bonus For For
Plan
09/26/03 - A National Semiconductor Corp. 637640103 08/14/03 127,000
*NSM*
1 Elect Directors For Split
1.1 Elect Director Brian L. Halla ---
For
We recommend a vote FOR the directors with the
exception of Gary P. Arnold. We recommend that
shareholders WITHHOLD votes from Gary P. Arnold
for standing as an affiliated outsider on the
Audit and Nominating Committees.
1.2 Elect Director Steven R. Appleton
--- For
1.3 Elect Director Gary P. Arnold ---
Withhold
1.4 Elect Director Richard J. Danzig
--- For
1.5 Elect Director Robert J.
Frankenberg --- For
1.6 Elect Director E. Floyd Kvamme ---
For
1.7 Elect Director Modesto A. Maidique
--- For
1.8 Elect Director Edward R. Mccracken
--- For
2 Ratify Auditors For For
3 Approve Employee Stock Purchase Plan For For
09/02/03 - A Network Appliance, Inc. *NTAP* 64120L104 07/07/03 246,000
1 Elect Directors For For
1.1 Elect Director Daniel J.
Warmenhoven --- For
1.2 Elect Director Donald T. Valentine
--- For
1.3 Elect Director Sanjiv Ahuja --- For
1.4 Elect Director Carol A. Bartz ---
For
1.5 Elect Director Michael R. Hallman
--- For
1.6 Elect Director Nicholas G. Moore
--- For
1.7 Elect Director Dr. Sachio Semmoto
--- For
1.8 Elect Director Robert T. Wall ---
For
2 Amend Omnibus Stock Plan For Against
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
5 Other Business For Against
09/22/03 - A Nike, Inc. *NKE* 654106103 07/25/03 56,500
1 Elect Directors For Split
1.1 Elect Director Thomas E. Clarke as
Class A Director --- For
We recommend a vote FOR the directors with the
exceptions of John R. Thompson, Jr. and Richard
K. Donahue. We recommend that shareholders
WITHHOLD votes from John R. Thompson, Jr. for
poor attendance and Richard K. Donahue for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director Ralph D. DeNunzio as
Class A Director --- For
1.3 Elect Director Richard K. Donahue
as Class A Director --- Withhold
1.4 Elect Director Delbert J. Hayes as
Class A Director --- For
1.5 Elect Director Douglas G. Houser as
Class A Director --- For
1.6 Elect Director Jeanne P. Jackson as
Class A Director --- For
1.7 Elect Director Philip H. Knight as
Class A Director --- For
1.8 Elect Director Charles W. Robinson
as Class A Director --- For
1.9 Elect Director John R. Thompson,
Jr. as Class A Director --- Withhold
1.10 Elect Director Jill K. Conway as
Class B Director --- For
1.11 Elect Director Alan B. Graf, Jr. as
Class B Director --- For
1.12 Elect Director John E. Jaqua as
Class B Director --- For
1.13 Elect Director A. Michael Spence as
Class B Director --- For
2 Amend Omnibus Stock Plan For Against
3 Ratify Auditors For For
07/31/03 - A Red Hat, Inc. *RHAT* 756577102 06/02/03 170,300
1 Elect Directors For Split
1.1 Elect Director F. Selby Wellman ---
Withhold
We recommend that shareholders vote FOR Dr. W.
Steve Albrecht, but WITHHOLD votes from
independent outsider Dr. Marye Anne Fox for poor
attendance and from Audit Committee member F.
Selby Wellman for paying excessive non-audit
fees.
1.2 Elect Director Dr. Marye Anne Fox
--- Withhold
1.3 Elect Director Dr. W. Steve
Albrecht --- For
2 Ratify Auditors For Against
08/12/03 - A THQ Inc. *THQI* 872443403 06/25/03 141,700
1 Elect Directors For For
1.1 Elect Director Brian J. Farrell ---
For
1.2 Elect Director Lawrence Burstein
--- For
1.3 Elect Director Brian Dougherty ---
For
1.4 Elect Director James L. Whims ---
For
1.5 Elect Director L. Gregory Ballard
--- For
1.6 Elect Director Henry T. DeNero ---
For
2 Ratify Auditors For For
3 Amend Stock Option Plan For For
4 Approve Option Exchange Program For For
07/31/03 - A Tidewater Inc. *TDW* 886423102 06/02/03 106,800
1 Elect Directors For For
07/30/03 - A Vodafone Group PLC 92857W100 None 339,650
1 Accept Financial Statements and For For
Statutory Reports
2 Approve Remuneration Report For For
3 Reelect Lord MacLaurin of Knebworth For For
as Director
4 Reelect Kenneth Hydon as Director For For
5 Reelect Thomas Geitner as Director For For
6 Reelect Alec Broers as Director For For
7 Reelect Juergen Schrempp as Director For For
8 Elect John Buchanan as Director For For
9 Approve Final Dividend of 0.8983 For For
Pence Per Share
10 Ratify Deloitte and Touche as For For
Auditors
11 Authorize Board to Fix Remuneration For For
of Auditors
12 Authorize EU Political Donations up For For
to GBP 100,000
13 Authorize Issuance of Equity or For For
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of USD 900,000,000
14 Authorize Issuance of Equity or For For
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of USD 340,000,000
15 Authorize 6,800,000,000 Shares for For For
Share Repurchase Program
08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 279,900
1 Elect Directors For For
2 Ratify Auditors For For
07/22/03 - S Zimmer Holdings Inc *ZMH* 98956P102 06/16/03 202,700
1 Issue Shares in Connection with an For For
Acquisition
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT LARGE CAP GROWTH PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
12/18/03 - S Allied Waste Industries, Inc. 019589308 11/03/03 192,300
*AW*
1 Approve Conversion of Securities For For
12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 141,497
1 Increase Authorized Common Stock For For
12/11/03 - A AutoZone, Inc. *AZO* 053332102 10/14/03 49,400
1 Elect Directors For For
2 Ratify Auditors For For
10/23/03 - A Barr Laboratories, Inc. *BRL* 068306109 09/02/03 52,600
1 Elect Directors For Split
1.1 Elect Director Bruce L. Downey ---
Withhold
WITHHOLD votes from insider Bruce L. Downey for
failure to establish an independent nominating
committee.
1.2 Elect Director Paul M. Bisaro ---
Withhold
WITHHOLD votes from insider Paul M. Bisaro for
failure to establish an independent nominating
committee.
1.3 Elect Director Carole S. Ben-Maimon
--- Withhold
WITHHOLD votes from insider Carole S. Ben-Maimon
for failure to establish an independent
nominating committee.
1.4 Elect Director George P. Stephan
--- For
1.5 Elect Director Jack M. Kay --- For
1.6 Elect Director Harold N. Chefitz
--- For
1.7 Elect Director Richard R. Frankovic
--- For
1.8 Elect Director Peter R. Seaver ---
For
1.9 Elect Director James S. Gilmore,
III --- For
2 Change State of Incorporation from For For
New York to Delaware
3 Increase Authorized Common Stock For For
11/12/03 - S Biogen IDEC Inc *BIIB* 449370105 09/25/03 144,750
1 Approve Merger Agreement For For
2 Increase Authorized Common Stock For For
3 Approve Omnibus Stock Plan For For
4 Approve Executive Incentive Bonus For For
Plan
5 Adjourn Meeting For Against
10/06/03 - S Boston Scientific Corp. *BSX* 101137107 08/27/03 231,650
1 Increase Authorized Common Stock For For
11/05/03 - A Cardinal Health, Inc. *CAH* 14149Y108 09/08/03 154,230
1 Elect Directors For For
10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 628,750
1 Approve Merger Agreement For For
11/25/03 - A Fox Entertainment Group, Inc. 35138T107 09/29/03 190,700
*FOX*
1 Elect Directors For Split
1.1 Elect Director K. Rupert Murdoch,
AC --- Withhold
We recommend a vote FOR the directors with the
exception of insiders Lachlan K. Murdoch, Arthur
M. Siskind, David F. DeVoe, Peter Chernin, and
K. Rupert Murdoch, AC. We recommend that
shareholders WITHHOLD votes from Lachlan K.
Murdoch, Arthur M. Siskind and David F. DeVoe
for failure to establish an independent
nominating committee. We also recommend that
shareholders WITHHOLD votes from Peter Chernin
and K. Rupert Murdoch for standing as insiders
on the Compensation Committee and for failure to
establish an independent nominating committee.
1.2 Elect Director Peter Chernin ---
Withhold
1.3 Elect Director David F. DeVoe ---
Withhold
1.4 Elect Director Arthur M. Siskind
--- Withhold
1.5 Elect Director Lachlan K. Murdoch
--- Withhold
1.6 Elect Director Christos M. Cotsakos
--- For
1.7 Elect Director Thomas W. Jones ---
For
1.8 Elect Director Peter Powers --- For
2 Ratify Auditors For For
10/03/03 - WC General Motors Corp. *GM* 370442105 08/01/03 152,100
1 Amend Articles For For
2 Amend Articles For For
3 Approve Hughes Split-Off For For
4 Approve GM/News Stock Sale For For
5 Approve News Stock Acquisition For For
6 Amend Articles For For
11/05/03 - A KLA-Tencor Corp. *KLAC* 482480100 09/15/03 63,250
1.a Elect Director H. Raymond Bingham For For
1.b Elect Director Robert T. Bond For For
1.c Elect Director Richard J. Elkus, Jr. For For
1.d Elect Director Michael E. Marks For For
2 Ratify Auditors For For
11/05/03 - A Linear Technology Corp. *LLTC* 535678106 09/08/03 273,600
1 Elect Directors For Split
1.1 Elect Director Robert H. Swanson,
Jr. --- Withhold
We recommend a vote FOR the directors with the
exception of insider Robert H. Swanson, Jr. We
recommend that shareholders WITHHOLD votes from
Robert H. Swanson, Jr., for failure to establish
an independent nominating committee.
1.2 Elect Director David S. Lee --- For
1.3 Elect Director Leo T. McCarthy ---
For
1.4 Elect Director Richard M. Moley ---
For
1.5 Elect Director Thomas S. Volpe ---
For
2 Ratify Auditors For For
11/13/03 - A Maxim Integrated Products, Inc. 57772K101 09/15/03 264,350
*MXIM*
1 Elect Directors For Split
1.1 Elect Director James R. Bergman ---
For
We recommend a vote FOR the directors with the
exception of John F. Gifford, from whom we
recommend shareholders WITHHOLD votes for
failure to establish an independent nominating
committee.
1.2 Elect Director John F. Gifford ---
Withhold
1.3 Elect Director B. Kipling Hagopian
--- For
1.4 Elect Director M. D. Sampels --- For
1.5 Elect Director A. R. Frank Wazzan
--- For
2 Amend Stock Option Plan For Against
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
11/21/03 - A Micron Technology, Inc. *MU* 595112103 09/22/03 337,900
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Amend Stock Option Plan For For
4 Ratify Auditors For For
11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 3,526,400
1 Elect Directors For Split
1.1 Elect Director William H. Gates,
III --- For
We recommend a vote FOR the directors with the
exception of Jon A. Shirley. We recommend that
shareholders WITHHOLD votes from Jon A. Shirley
for standing as an affiliated outsider on the
Audit Committee.
1.2 Elect Director Steven A. Ballmer
--- For
1.3 Elect Director James I. Cash, Jr.,
Ph.D. --- For
1.4 Elect Director Raymond V. Gilmartin
--- For
1.5 Elect Director Ann McLaughlin
Korologos --- For
1.6 Elect Director David F. Marquardt
--- For
1.7 Elect Director Charles H. Noski ---
For
1.8 Elect Director Dr. Helmut Panke ---
For
1.9 Elect Director Wm. G. Reed, Jr. ---
For
1.10 Elect Director Jon A. Shirley ---
Withhold
2 Amend Omnibus Stock Plan For For
3 Amend Non-Employee Director Stock For For
Option Plan
Shareholder Proposal
4 Refrain from Giving Charitable Against Against
Contributions
12/16/03 - A Network Associates, Inc. *NET* 640938106 11/13/03 145,000
1 Elect Directors For For
2 Amend Omnibus Stock Plan For Against
3 Amend Non-Employee Director Stock For Against
Option Plan
4 Amend Employee Stock Purchase Plan For For
5 Ratify Auditors For For
10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 2,147,300
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Ratify Auditors For For
4 Amend Non-Employee Director Omnibus For For
Stock Plan
Shareholder Proposal
5 Implement China Principles Against Against
10/02/03 - A Paychex, Inc. *PAYX* 704326107 08/04/03 265,900
1 Elect Directors For Split
1.1 Elect Director B. Thomas Golisano
--- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Joseph M.
Tucci, J. Robert Sebo, G. Thomas Clark and
insider B. Thomas Golisano. We recommend that
shareholders WITHHOLD votes from G. Thomas
Clark, Joseph M. Tucci, B. Thomas Golisano and
J. Robert Sebo for failure to establish an
independent nominating committee and from
G.Thomas Clark for standing as an affiliated
outsider on the Audit Committee and Joseph M.
Tucci for standing as an affiliated outsider on
the Compensation committee.
1.2 Elect Director Betsy S. Atkins ---
For
1.3 Elect Director G. Thomas Clark ---
Withhold
1.4 Elect Director David J. S. Flaschen
--- For
1.5 Elect Director Phillip Horsley ---
For
1.6 Elect Director Grant M. Inman ---
For
1.7 Elect Director J. Robert Sebo ---
Withhold
1.8 Elect Director Joseph M. Tucci ---
Withhold
11/13/03 - A Sun Microsystems, Inc. *SUNW* 866810104 09/15/03 833,850
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
Shareholder Proposal
4 Implement China Principles Against Against
11/07/03 - A SYSCO Corporation *SYY* 871829107 09/09/03 224,700
1 Elect Directors For Split
1.1 Elect Director Jonathan Golden as
Class II Director --- Withhold
We recommend a vote FOR the directors with the
exceptions of Richard J. Schnieders, Thomas E.
Lankford, and Jonathan Golden. We recommend that
shareholders WITHHOLD votes from Richard J.
Schnieders, Thomas E. Lankford, and Jonathan
Golden for failure to implement proposal to
declassify the company's board.
1.2 Elect Director Joseph A. Hafner,
Jr. as Class II Director --- For
1.3 Elect Director Thomas E. Lankford
as Class II Director --- Withhold
1.4 Elect Director Richard J.
Schnieders as Class II Director ---
Withhold
1.5 Elect Director John K.
Stubblefield, Jr. as Class III
Director --- For
2 Increase Authorized Common Stock For For
3 Approve Omnibus Stock Plan For Against
Shareholder Proposal
4 Report on the Impact of Genetically Against Abstain
Engineered Products
10/27/03 - S Teva Pharmaceutical Industries 881624209 09/18/03 239,000
1 Elect G. Shalev as an External For For
Director
2 Approve Increase in Remuneration of For For
Directors other than the Chairman
10/14/03 - A The Procter & Gamble Company 742718109 08/01/03 322,200
*PG*
1 Elect Directors For For
2 Ratify Auditors For For
3 Approve Non-Employee Director For Against
Omnibus Stock Plan
Shareholder Proposals
4 Declassify the Board of Directors Against Against
5 Label Genetically Engineered Foods Against Against
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
THRIVENT LARGE CAP GROWTH PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
03/02/04 - A ADC Telecommunications, Inc. 000886101 01/07/04 1,000,400
*ADCT*
1 Elect Directors For For
2 Amend Omnibus Stock Plan For For
3 Increase Authorized Common Stock For For
4 Ratify Auditors For For
03/22/04 - A AdvancePCS 00790K109 02/05/04 78,800
1 Approve Merger Agreement For For
2 Elect Directors For Split
2.1 Elect Director T. Danny Phillips
--- Withhold
We recommend a vote FOR the directors with the
exceptions of Jean-Pierre Millon and T. Danny
Phillips. We recommend that shareholders
WITHHOLD votes from Jean-Pierre Millon and T.
Danny Phillips for failure to establish an
independent nominating committee.
2.2 Elect Director Dr. George Poste ---
For
2.3 Elect Director Jean-Pierre Millon
--- Withhold
3 Approve Omnibus Stock Plan For For
4 Amend Articles For For
5 Ratify Auditors For For
6 Adjourn Meeting For Against
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 220,344
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Ratify Auditors For For
03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 1,155,950
1 Elect Directors For For
2 Amend Omnibus Stock Plan For For
01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 163,150
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
Shareholder Proposal
3 Report on Foreign Operations Risk Against Against
03/12/04 - A Continental Airlines, Inc. 210795308 02/03/04 85,398
*CAL*
1 Elect Directors For For
2 Approve Employee Stock Purchase Plan For For
3 Ratify Auditors For For
4 Retention of Rights Plan Agreement For Against
The existing shareholders rights plan at the
company does not contain the provisions that we
consider as important to prevent rights plan's
abuse. We therefore vote AGAINST this proposal.
5 Shareholder Imput on Poison Pill Against For
Provision
6 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
01/29/04 - A Costco Wholesale Corporation 22160K105 12/05/03 116,525
*COST*
1 Elect Directors For For
Shareholder Proposals
2 Declassify the Board of Directors Against Against
3 Develop Land Procurement Policy Against Against
Management Proposal
4 Ratify Auditors For For
02/25/04 - A Deere & Co. *DE* 244199105 12/31/03 60,400
1 Elect Directors For For
02/03/04 - A Emerson Electric Co. *EMR* 291011104 11/24/03 30,200
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
3 Ratify Auditors For For
03/17/04 - S FleetBoston Financial Corp. 339030108 01/26/04 136,600
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 409,505
1 Elect Directors For Split
1.1 Elect Director L.T. Babbio, Jr. ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Sanford M.
Litvack. We recommend that shareholders WITHHOLD
votes from Sanford M. Litvack for poor
attendance.
1.2 Elect Director P.C. Dunn --- For
1.3 Elect Director C.S. Fiorina --- For
1.4 Elect Director R.A. Hackborn --- For
1.5 Elect Director G.A. Keyworth II ---
For
1.6 Elect Director R.E. Knowling, Jr.
--- For
1.7 Elect Director S.M. Litvack ---
Withhold
1.8 Elect Director R.L. Ryan --- For
1.9 Elect Director L.S. Salhany --- For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
4 Expense Stock Options Against For
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing argue
that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
03/02/04 - A International Game Technology 459902102 01/02/04 327,900
*IGT*
1 Elect Directors For Split
1.1 Elect Director G. Thomas Baker ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Robert Miller.
We recommend that shareholders WITHHOLD votes
from Robert Miller for standing as an affiliated
outsider on the Compensation Committee.
1.2 Elect Director Neil Barsky --- For
1.3 Elect Director Robert A. Bittman
--- For
1.4 Elect Director Richard R. Burt ---
For
1.5 Elect Director Leslie S. Heisz ---
For
1.6 Elect Director Robert A. Mathewson
--- For
1.7 Elect Director Thomas J. Matthews
--- For
1.8 Elect Director Robert Miller ---
Withhold
1.9 Elect Director Frederick B.
Rentschler --- For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
01/13/04 - A Jabil Circuit, Inc. *JBL* 466313103 11/14/03 206,300
1 Elect Directors For For
2 Amend Omnibus Stock Plan For For
3 Ratify Auditors For For
01/28/04 - A Johnson Controls, Inc. *JCI* 478366107 11/20/03 51,900
1 Elect Directors For For
1.1 Elect Director Robert L. Barnett
--- For
1.2 Elect Director Willie D. Davis ---
For
1.3 Elect Director Jeffrey A. Joerres
--- For
1.4 Elect Director Richard F. Teerlink
--- For
2 Ratify Auditors For For
3 Amend Executive Incentive Bonus Plan For For
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
4 Amend Executive Incentive Bonus Plan For For
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
5 Approve Non-Employee Director Stock For For
Option Plan
The total cost of the company's plans of 3.20
percent is within the allowable cap for this
company of 12.31 percent.
6 Amend Restricted Stock Plan For For
The total cost of the company's plans of 3.58
percent is within the allowable cap for this
company of 12.31 percent.
03/30/04 - A Lennar Corp. *LEN* 526057104 02/05/04 95,600
1 Elect Directors For Split
1.1 Elect Director Irving Bolotin ---
Withhold
We recommend a vote FOR the directors with the
exception of Irving Bolotin from whom we
recommend that shareholders WITHHOLD votes for
standing as an affiliated outsider on the Audit,
Compensation, and Nominating committees.
1.2 Elect Director R. Kirk Landon ---
For
1.3 Elect Director Donna E. Shalala ---
For
2 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
02/18/04 - A Lucent Technologies Inc. *LU* 549463107 12/22/03 97,000
1 Elect Directors For For
1.1 Elect Director Karl J. Krapek ---
For
1.2 Elect Director Patricia F. Russo
--- For
1.3 Elect Director Henry B. Schacht ---
For
1.4 Elect Director Franklin A. Thomas
--- For
2 Declassify the Board of Directors For Against
and Amend Director Removal Provision
3 Approve Non-Employee Director For For
Omnibus Stock Plan
The total cost of the company's plans of 3.28
percent is within the allowable cap for this
company of 10.90 percent. Additionally, this
plan expressly forbids repricing.
4 Approve Reverse Stock Split For For
Since there will not be an effective increase in
the common stock authorized due to the
proportionate reduction, we recommend that
shareholders consent to this item.
Shareholder Proposals
5 Submit Severance Agreement Against For
(Change-in-Control) to Shareholder
Vote
We generally support the submission of golden
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval, which would
limit a board's negotiating flexibility. Seeking
shareholder approval after the material terms of
the contract are agreed upon would give the
board a framework to work within and prevent the
excessive "pay for failure" packages that have
been witnessed at other companies. We believe
that a company's parachute provisions should be
reasonable and not excessive. The
ceiling set by the proponent at 2.99 times the
sum of an executive's base salary and bonus is
widely considered as the standard threshold
level of severance remuneration for corporate
executives. Moreover, as stated by the company,
its current severance agreements are below the
standard threshold level. As such, the adoption
of the proposed policy would have minimum impact
on the company currently but ensures good
corporate governance for future employment
contracts. Therefore, we support this proposal.
6 Prohibit Awards to Executives Against Against
We believe that top five compensation should be
linked to the company's performance. If the
company has met or exceeded the target
performance level, executives should be
remunerated for their efforts. Discontinuing all
rights, options or SARs under an expired stock
plan does not resolve the disconnect between pay
and performance. In fact, companies can continue
to grant rights, options or SARs under an
existing plan. Therefore, we do not support this
proposal.
03/25/04 - A Nokia Corp. 654902204 01/30/04 828,920
Meeting for Holders of ADRs
1 APPROVAL OF THE INCOME STATEMENTS For For
AND THE BALANCE SHEETS.
2 APPROVAL OF A DIVIDEND OF EUR 0.30 For For
PER SHARE.
3 APPROVAL OF THE DISCHARGE OF THE For For
CHAIRMAN, THE MEMBERS OF THE BOARD
OF DIRECTORS AND THE PRESIDENT FROM
LIABILITY.
4 Elect Directors For For
5 Ratify Auditors For For
6 APPROVAL OF THE PROPOSAL OF THE For For
BOARD TO REDUCE THE SHARE CAPITAL
THROUGH CANCELLATION OF NOKIA
SHARES HELD BY THE COMPANY
7 APPROVAL OF THE AUTHORIZATION TO For For
THE BOARD TO INCREASE THE SHARE
CAPITAL OF THE COMPANY.
8 APPROVAL OF THE AUTHORIZATION TO For For
THE BOARD TO REPURCHASE NOKIA
SHARES.
9 APPROVAL OF THE AUTHORIZATION TO For For
THE BOARD TO DISPOSE NOKIA SHARES
HELD BY THE COMPANY.
10 APPROVAL OF THE PROPOSAL OF THE For For
BOARD TO INCREASE THE CAPITAL OF
THE FOUNDATION OF NOKIA CORPORATION.
11 MARK THE FOR BOX IF YOU WISH TO None Against
INSTRUCT THE DEPOSITARY TO GIVE A
PROXY TO ANY ONE OF MARIANNA
UOTINEN-TARKOMA, ESA KAUNISTOLA,
BOTH LEGAL COUNSELS OF NOKIA
CORPORATION, TO AUTHORIZE ANY OF
THEM (WITH FULL POWER OF
SUBSTITUTION) TO VOTE, IN THEIR
DISCR
03/25/04 - A PeopleSoft, Inc. *PSFT* 712713106 02/10/04 111,850
1 Elect Directors For For
2 Ratify Auditors For For
3 Expense Stock Options Against For
03/02/04 - A QUALCOMM Inc. *QCOM* 747525103 01/02/04 328,250
1 Elect Directors For Split
1.1 Elect Director Adelia A. Coffman
--- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Adelia A.
Coffman. We recommend that shareholders WITHHOLD
votes from Adelia A. Coffman for standing as an
affiliated outsider on the Audit and
Compensation committees.
1.2 Elect Director Raymond V. Dittamore
--- For
1.3 Elect Director Irwin Mark Jacobs
--- For
1.4 Elect Director Richard Sulpizio ---
For
2 Amend Stock Option Plan For For
3 Ratify Auditors For For
4 Declassify the Board of Directors Against For
03/30/04 - A Starbucks Corp. *SBUX* 855244109 01/26/04 301,100
1 Elect Directors For For
2 Ratify Auditors For For
03/31/04 - A The Goldman Sachs Group, Inc. 38141G104 02/02/04 210,300
*GS*
1 Elect Directors For For
2 Ratify Auditors For For
3 Declassify the Board of Directors Against Against
03/03/04 - A The Walt Disney Company *DIS* 254687106 01/16/04 368,100
1 Elect Directors For Split
1.1 Elect Director John E. Bryson ---
For
At the end of the day, all roads lead back to
Eisner. For 20 years Disney's revolving door for
board members and management has had one
constant ' Mr. Eisner. The boardroom battles and
management departures, which pre-date the
Disney/Gold campaign, are disappointing,
expensive, distracting, and not in the best
interest of shareholders. If there were ever a
case for separating the roles of Chairman and
CEO, this company is the poster child. Were
there a shareholder proposal on the ballot to
separate those roles, we would support it. The
withhold vote recommendation on Mr. Eisner is
meant as a signal to try a little harder, not
just on paper. The structural changes adopted
recently at Disney are too new and too untested
for investors to know whether they'll get
traction over time. We believe that shareholders
will be best served by cracking opening the door
to the boardroom. In a year's time, we'll have a
better idea if the recent reforms have taken
hold. If not, shareholders may be best served by
boardroom change. ISS recommends a vote
FOR the directors with the exception of Mr.
Eisner for whom we recommend a WITHHOLD vote.
1.2 Elect Director John S. Chen --- For
1.3 Elect Director Michael D. Eisner
--- Withhold
1.4 Elect Director Judith L. Estrin ---
For
1.5 Elect Director Robert A. Iger ---
For
1.6 Elect Director Aylwin B. Lewis ---
For
1.7 Elect Director Monica C. Lozano ---
For
1.8 Elect Director Robert W.
Matschullat --- For
1.9 Elect Director George J. Mitchell
--- For
1.10 Elect Director Leo J. O'Donovan,
S.J. --- For
1.11 Elect Director Gary L. Wilson ---
For
2 Ratify Auditors For For
3 China Principles Against Against
4 Report on Supplier Labor Standards Against Against
in China
5 Report on Amusement Park Safety Against Abstain
03/18/04 - A Toll Brothers, Inc. *TOL* 889478103 01/23/04 43,300
1 Elect Directors For For
2 Ratify Auditors For For
03/25/04 - A Tyco International Ltd. *TYC* 902124106 03/25/04 337,500
Meeting for Holders of ADRs
1 Elect Directors For For
2 Ratify Auditors For For
3 ADOPTION OF THE AMENDED AND For For
RESTATED BYE-LAWS.
4 APPROVAL OF TYCO 2004 STOCK AND For For
INCENTIVE PLAN.
5 SHAREHOLDER PROPOSAL REGARDING For For
ENVIRONMENTAL REPORTING.
6 SHAREHOLDER PROPOSAL TO CHANGE TYCO Against Against
S JURISDICTION OF INCORPORATION
FROM BERMUDA TO A U.S. STATE.
7 SHAREHOLDER PROPOSAL ON COMMON Against Against
SENSE EXECUTIVE COMPENSATION.
01/14/04 - A Walgreen Co. *WAG* 931422109 11/17/03 438,900
1 Elect Directors For For
1.1 Elect Director David W. Bernauer
--- For
1.2 Elect Director William C. Foote ---
For
1.3 Elect Director James J. Howard ---
For
1.4 Elect Director Alan G. McNally ---
For
1.5 Elect Director Cordell Reed --- For
1.6 Elect Director Jeffrey A. Rein ---
For
1.7 Elect Director David Y. Schwartz
--- For
1.8 Elect Director John B. Schwemm ---
For
1.9 Elect Director Marilou M. von
Ferstel --- For
1.10 Elect Director Charles R. Walgreen
III --- For
2 Approve Non-Employee Director For Against
Omnibus Stock Plan
The total cost of the company's plans, including
the amended and restated nonemployee director
stock plan and other ongoing plans, of 7.70
percent is above the allowable cap for this
company of 5.13 percent.
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT LARGE CAP GROWTH PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
05/11/04 - A 3M CO *MMM* 88579Y101 03/12/04 255,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Edward A. Brennan
--- Withhold
We recommend a vote FOR the directors with the
exceptions of insider W. James McNerney, Jr.
and independent outsiders Kevin W. Sharer and
Edward A. Brennan. We recommend that
shareholders WITHHOLD votes from W. James
McNerney, Jr., Kevin W. Sharer, and Edward A.
Brennan for failure to implement the proposal
to submit the company's poison pill to a
shareholder vote.
1.2 Elect Director Michael L. Eskew ---
For
1.3 Elect Director W. James McNerney,
Jr. --- Withhold
1.4 Elect Director Kevin W. Sharer ---
Withhold
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Separate Chairman and CEO Positions Against Against ShrHoldr
04/23/04 - A Abbott Laboratories *ABT* 002824100 02/25/04 263,850
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Drug Pricing Against Against ShrHoldr
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Prohibit Awards to Executives Against Against ShrHoldr
6 Report on Operational Imact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
05/20/04 - A Abercrombie & Fitch Co. *ANF* 002896207 03/26/04 170,000
1 Elect Directors For Split Mgmt
1.1 Elect Director John A. Golden ---
For
We recommend a vote FOR the directors with the
exception of insider Seth R. Johnson. We
recommend that shareholders WITHHOLD votes from
Seth R. Johnson for failure to establish a
majority independent board.
1.2 Elect Director Seth R. Johnson ---
Withhold
1.3 Elect Director Edward F. Limato ---
For
04/28/04 - A Adobe Systems Inc. *ADBE* 00724F101 03/03/04 58,400
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Expense Stock Options Against For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
4 Adopt a Plocy that will Committ Against For ShrHoldr
Executives to Hold a Significant
Percentage of their Shares
In this case, although the company has the
holding period requirement of 25 percent of the
net shares for two years, it does not appear
that the executives have significant holding of
outright shares. Per the company's 2004 proxy,
most of executives' beneficial stock ownership
is in the form of options.
5 Ratify Auditors For For Mgmt
05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 161,700
Inc. *AFCI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/30/04 - A Aetna Inc. *AET* 00817Y108 02/27/04 90,050
1 Elect Directors For For Mgmt
1.1 Elect Director Betsy Z. Cohen ---
For
1.2 Elect Director Barbara Hackman
Franklin --- For
1.3 Elect Director Jeffrey E. Garten
--- For
1.4 Elect Director Earl G. Graves ---
For
1.5 Elect Director Gerald Greenwald ---
For
1.6 Elect Director Ellen M. Hancock ---
For
1.7 Elect Director Michael H. Jordan
--- For
1.8 Elect Director Jack D. Kuehler ---
For
1.9 Elect Director Edward J. Ludwig ---
For
1.10 Elect Director Joseph P. Newhouse
--- For
1.11 Elect Director Judith Rodin --- For
1.12 Elect Director John W. Rowe, M.D.
--- For
1.13 Elect Director Ronald A. Williams
--- For
1.14 Elect Director R. David Yost --- For
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
4 Limit Executive Compensation Against Against ShrHoldr
We believe that the Compensation Committee,
composed entirely of independent directors,
should have the flexibility to determine the
compensation of its senior executives based on
a number of appropriate factors, rather then
relying on an arbitrary formula. Furthermore,
we believe this proposal is too restrictive, as
it would limit equity awards to time-based
restricted shares and set arbitrary caps on
salary, bonus and severance, regardless of the
company's performance. As such, this item does
not warrant shareholder approval.
04/28/04 - A Allergan, Inc. *AGN* 018490102 03/08/04 71,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Handel E. Evans ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Gavin S.
Herbert, from whom we recommend shareholders
WITHHOLD votes for standing as an affiliated
outsider on the Audit Committee.
1.2 Elect Director Michael R. Gallagher
--- For
1.3 Elect Director Gavin S. Herbert ---
Withhold
1.4 Elect Director Stephen J. Ryan ---
For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
4 Separate Chairman and CEO Positions Against Against ShrHoldr
05/11/04 - A Altera Corp. *ALTR* 021441100 03/16/04 257,700
1 Elect Directors For For Mgmt
1.1 Elect Director John P. Daane --- For
1.2 Elect Director Robert W. Reed ---
For
1.3 Elect Director Charles M. Clough
--- For
1.4 Elect Director Robert J. Finocchio
Jr --- For
1.5 Elect Director Kevin Mcgarity ---
For
1.6 Elect Director Paul Newhagen --- For
1.7 Elect Director William E. Terry ---
For
1.8 Elect Director Susan Wang --- For
2 Amend Stock Option Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Approve Option Expensing Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 157,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Product Warnings for Against Against ShrHoldr
Pregnant Women
4 Report on Health Risks Associated Against Against ShrHoldr
with Cigarette Filters
5 Political Contributions/Activities Against Against ShrHoldr
6 Cease Use of Light and Ultra Light Against Against ShrHoldr
in Cigarette Marketing
7 Place Canadian Style Warnings on Against Against ShrHoldr
Cigarette Packaging
8 Separate Chairman and CEO Positions Against Against ShrHoldr
05/25/04 - A Amazon.com, Inc. *AMZN* 023135106 03/29/04 138,850
1 Elect Directors For For Mgmt
1.1 Elect Director Jeffrey P. Bezos ---
For
1.2 Elect Director Tom A. Alberg --- For
1.3 Elect Director L. John Doerr --- For
1.4 Elect Director William B. Gordon
--- For
1.5 Elect Director Myrtle S. Potter ---
For
1.6 Elect Director Thomas O. Ryder ---
For
1.7 Elect Director Patricia Q.
Stonesifer --- For
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
In this case, we note that in 2002 the company
switched to a restricted stock unit program,
with awards issued under the 1997 Stock
Incentive Plan. Such awards are to serve as the
primary vehicle for employee stock-based
compensation. Management states that, under the
program, the committee has discretion in
determining the criteria for the granting,
vesting, or forfeiture of restricted stock
units, which may include performance goals or
may be based on other factors, such as
continued employment. While we support
certain features of the restricted stock
proposal, such as granting restricted stock
based on achievement of performance criteria
and benchmarks, we believe the proposal is
restrictive given the fact that the proponent
asks for a complete substitution of options
with restricted stock.
04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 337,250
1 Elect Directors For For Mgmt
1.1 Elect Director Daniel F. Akerson
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Vernon E.
Jordan, Jr. We recommend that shareholders
WITHHOLD votes from Vernon E. Jordan, Jr. for
sitting on more than six boards.
1.2 Elect Director Charlene Barshefsky
--- For
1.3 Elect Director William G. Bowen ---
For
1.4 Elect Director Ursula M. Burns ---
For
1.5 Elect Director Kenneth I. Chenault
--- For
1.6 Elect Director Peter R. Dolan ---
For
1.7 Elect Director Vernon E. Jordan,
Jr. --- For
1.8 Elect Director Jan Leschly --- For
1.9 Elect Director Richard A. McGinn
--- For
1.10 Elect Director Edward D. Miller ---
For
1.11 Elect Director Frank P. Popoff ---
For
1.12 Elect Director Robert D. Walter ---
For
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Directors Against Against ShrHoldr
Under an effective corporate governance system,
shareholders have the right to express their
preferences each year by voting on directors at
the annual meeting. Thus, shareholders can
remove or reelect directors as they see fit.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on
political contributions, we take into account
the scope and nature of the request, the
company's adherence to laws and regulations
governing political contributions, and company
policies and additional disclosure on such
contributions. In the case of American Express,
we note that the company complies with federal,
state, and local laws regarding contributions
to political candidates or organizations.
Further, the company offers to provide
information on political contributions to
shareholders upon request. Therefore, the scope
of the disclosure requested in this proposal
may not be substantially different from
information currently available, and may not
provide any significant benefit to
shareholders. As such, it does not appear that
preparing and publicizing such reports in the
manner requested by the proponent would be the
most effective use of company assets.
05/19/04 - A American International Group, 026874107 03/26/04 508,500
Inc. *AIG*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Approve Non-Employee Director Stock For For Mgmt
Option Plan
4 Ratify Auditors For For Mgmt
5 Report on Political Against Against ShrHoldr
Contributions/Activities
6 Divest from Tobacco Equities Against Against ShrHoldr
7 Link Executive Compensation to Against Against ShrHoldr
Predatory Lending
05/13/04 - A Amgen, Inc. *AMGN* 031162100 03/19/04 729,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank J. Biondi, Jr.
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Jerry D.
Choate. We recommend that shareholders WITHHOLD
votes from Jerry D. Choate for standing as an
affiliated outsider on the Audit and
Compensation committees.
1.2 Elect Director Jerry D. Choate ---
Withhold
1.3 Elect Director Frank C. Herringer
--- For
1.4 Elect Director Gilbert S. Omenn ---
For
2 Ratify Auditors For For Mgmt
3 Prepare Glass Ceiling Report Against Abstain ShrHoldr
4 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
04/28/04 - A Anheuser-Busch Companies, Inc. 035229103 03/01/04 134,500
*BUD*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/17/04 - A Anthem Inc. *ATH* 03674B104 03/19/04 49,500
1 Elect Directors For For Mgmt
06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 32,600
1 Issue Shares in Connection with an For For Mgmt
Acquisition
2 Change Company Name For For Mgmt
05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 133,394
1 Elect Directors For Split Mgmt
1.1 Elect Director Eugene C. Fiedorek
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider F. H. Merelli.
We recommend that shareholders WITHHOLD votes
from F. H. Merelli for standing as an
affiliated outsider on the Audit Committee.
1.2 Elect Director Patricia Albjerg
Graham --- For
1.3 Elect Director F. H. Merelli ---
Withhold
1.4 Elect Director Raymond Plank --- For
2 Report on Greenhouse Gas Emissions Against Against ShrHoldr
04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 138,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
05/06/04 - A Avon Products, Inc. *AVP* 054303102 03/15/04 92,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Declassify the Board of Directors Against Against ShrHoldr
5 Report on Feasibility of Removing Against Against ShrHoldr
Parabens from Company Products
6 Report on Feasibility of Removing Against Against ShrHoldr
Dibutyl Phthalate from Company
Products
04/28/04 - A Baker Hughes Incorporated 057224107 03/03/04 117,500
*BHI*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Edward P. Djerejian
--- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsiders
Charles L. Watson, H. John Riley, Jr., and
Edward P. Djerejian for failure to implement
the board declassification proposal.
1.2 Elect Director H. John Riley, Jr.
--- Withhold
1.3 Elect Director Charles L. Watson
--- Withhold
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
Baker Hughes does not have a rights plan. Last
year the board adopted a policy that any future
poison pill must be ratified by shareholders
either at the time of adoption or, if advised
by a committee of independent directors, within
a year of adoption or else the pill will then
expire. We believe that such a policy strikes
an appropriate balance between the board's
exercise of its fiduciary duty and the rights
of shareholders to ensure that a future pill is
not used in an abusive fashion.
05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 75,853
1 Elect Directors For For Mgmt
1.1 Elect Director William Barnet, III
--- For
1.2 Elect Director Charles W. Coker ---
For
1.3 Elect Director John T. Collins ---
For
1.4 Elect Director Gary L. Countryman
--- For
1.5 Elect Director Paul Fulton --- For
1.6 Elect Director Charles K. Gifford
--- For
1.7 Elect Director Donald E. Guinn ---
For
1.8 Elect Director James H. Hance, Jr.
--- For
1.9 Elect Director Kenneth D. Lewis ---
For
1.10 Elect Director Walter E. Massey ---
For
1.11 Elect Director Thomas J. May --- For
1.12 Elect Director C. Steven McMillan
--- For
1.13 Elect Director Eugene M. McQuade
--- For
1.14 Elect Director Patricia E. Mitchell
--- For
1.15 Elect Director Edward L. Romero ---
For
1.16 Elect Director Thomas M. Ryan ---
For
1.17 Elect Director O. Temple Sloan, Jr.
--- For
1.18 Elect Director Meredith R. Spangler
--- For
1.19 Elect Director Jackie M. Ward ---
For
2 Ratify Auditors For For Mgmt
3 Change Date of Annual Meeting Against Against ShrHoldr
Changing the date of the annual meeting could
allow more shareholders to attend, but there is
no way to determine for sure whether attendance
would actually increase. There is no compelling
reason to change the date of the meeting.
4 Adopt Nomination Procedures for the Against Against ShrHoldr
Board
5 Charitable Contributions Against Against ShrHoldr
6 Establish Independent Committee to Against Against ShrHoldr
Review Mutual Fund Policy
In view of the company's efforts and the
disclosure expected with the final settlement
agreement, we do not support this proposal at
this time.
7 Adopt Standards Regarding Privacy Against Against ShrHoldr
and Information Security
In this case we note that Bank of America does
outsource certain positions to foreign markets
where the company has determined that service
quality, timing, or cost savings would
ultimately benefit the company and increase
shareholder value. Further we note that many
other large companies have outsourced similar
operations support and customer service jobs.
Additionally, detailed disclosure on the
company's policies regarding job outsourcing
may not provide benefits to shareholders
commensurate with the cost of preparing this
report. As such, we do not recommend support
for the proposal at this time.
06/11/04 - A BEA Systems, Inc. *BEAS* 073325102 04/30/04 199,650
1 Elect Directors For Split Mgmt
1.1 Elect Director Dean O. Morton ---
Withhold
We recommend a vote FOR George Reyes but
WITHHOLD votes from independent outsider Dean
O. Morton. We recommend that shareholders
WITHHOLD votes from Audit Committee member Dean
O. Morton for paying excessive non-audit fees.
1.2 Elect Director George Reyes --- For
2 Ratify Auditors For Against Mgmt
In this case, 75.67 percent of the total fees
paid to the auditor is attributable to
non-audit work. This notably disproportionate
fee arrangement could significantly impair the
auditor's independence.
06/24/04 - A Best Buy Co., Inc. *BBY* 086516101 04/26/04 283,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
06/16/04 - A BIOGEN IDEC INC *BIIB* 09062X103 04/20/04 81,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A Boston Scientific Corp. *BSX* 101137107 03/19/04 584,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A Broadcom Corp. *BRCM* 111320107 03/05/04 162,700
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 63.26
percent is above the allowable cap for this
company of 12.40 percent. Additionally, this
company has repriced stock options without
shareholder approval in the past. The plan
allows repricing of underwater stock options
without shareholder approval, which we believe
reduces the incentive value of the plan.
3 Ratify Auditors For For Mgmt
04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 61,200
1 Elect Directors For Split Mgmt
1.1 Elect Director Barbara T. Alexander
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Walter
Scott, Jr. and Kenneth W. Orce. We recommend
that shareholders WITHHOLD votes from Walter
Scott, Jr. for standing as an affiliated
outsider on the Compensation and Nominating
committees, and Kenneth W. Orce for standing as
an affiliated outsider on the Nominating
Committee.
1.2 Elect Director Reuben V. Anderson
--- For
1.3 Elect Director Laird I. Grant ---
For
1.4 Elect Director Robert J. Harding
--- For
1.5 Elect Director John T. LaMacchia
--- For
1.6 Elect Director Randy L. Limbacher
--- For
1.7 Elect Director James F. McDonald
--- For
1.8 Elect Director Kenneth W. Orce ---
Withhold
1.9 Elect Director Donald M. Roberts
--- For
1.10 Elect Director James A. Runde ---
For
1.11 Elect Director John F. Schwarz ---
For
1.12 Elect Director Walter Scott, Jr.
--- Withhold
1.13 Elect Director Bobby S. Shackouls
--- For
1.14 Elect Director Steven J. Shapiro
--- For
1.15 Elect Director William E. Wade, Jr.
--- For
2 Approve Increase in Common Stock For For Mgmt
and a Stock Split
3 Ratify Auditors For For Mgmt
04/29/04 - A Capital One Financial Corp. 14040H105 02/29/04 126,600
*COF*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/21/04 - A Career Education Corp. *CECO* 141665109 03/23/04 65,500
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
05/04/04 - A Caremark Rx, Inc. *CMX* 141705103 04/01/04 239,164
1 Elect Directors For For Mgmt
04/14/04 - A Caterpillar Inc. *CAT* 149123101 02/17/04 116,350
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Although we commend the company for approving
the TIDE provision to the company's rights
plan, because poison pills greatly alter the
balance of power between shareholders and
management, shareholders should be allowed to
make their own evaluation of such plans.
5 Report on Equipment Sales to Israel Against Against ShrHoldr
In this case, we agree with the company's
statement on the issue. While we recommend that
Caterpillar continuously review the risks and
opportunities associated with each market that
the company operates in, it would be overly
burdensome and potentially costly to monitor
and respond to issues resulting from the end
use of the company's products. Further, we note
that Caterpillar complies with current laws and
regulations regarding international operations.
Additionally, we agree that government
officials and organizations can better address
the political aspects of this proposal, and may
represent a more appropriate forum for these
concerns. As such, we do not recommend
shareholder support for this proposal at this
time.
6 Report on Operational Imact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
04/20/04 - A Cendant Corporation *CD* 151313103 02/23/04 328,100
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For Against Mgmt
3 Ratify Auditors For For Mgmt
Shareholder Proposals
4 Separate Chairman and CEO Positions Against Against ShrHoldr
5 Limit Executive Compensation Against Against ShrHoldr
05/13/04 - A Cephalon, Inc. *CEPH* 156708109 03/18/04 13,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank Baldino, Jr.,
Ph.D. --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Martyn D.
Greenacre, from whom we recommend shareholders
WITHHOLD votes for standing as an affiliated
outsider on the Nominating Committee.
1.2 Elect Director William P. Egan ---
For
1.3 Elect Director Robert J. Feeney,
Ph.D. --- For
1.4 Elect Director Martyn D. Greenacre
--- Withhold
1.5 Elect Director Charles A. Sanders,
M.D. --- For
1.6 Elect Director Gail R. Wilensky,
Ph.D. --- For
1.7 Elect Director Dennis L. Winger ---
For
1.8 Elect Director Horst Witzel,
Dr.-Ing. --- For
2 Amend Omnibus Stock Plan For For Mgmt
06/04/04 - A Chesapeake Energy Corp. *CHK* 165167107 04/08/04 372,727
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Increase Authorized Preferred Stock For For Mgmt
04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 866,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
We feel that taking away the company's ability
to grant stock options is an arbitrary and
excessively restrictive proposal that could
potentially prohibit the company from
compensating employees based upon their
individual and company-wide performance. While
we are concerned that certain companies award
compensation packages without consideration of
performance hurdles, being unable to issue
stock options could hinder the company's
ability to attract and retain competent
executive officers. As such, we recommend
shareholders oppose this request.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Prohibit Awards to Executives Against Against ShrHoldr
We believe this proposal is too restrictive, as
it would prohibit the executives from being
remunerated with stock options and severance
payments regardless of the company's
performance. As such, this item does not
warrant shareholder approval.
6 Separate Chairman and CEO Positions Against Against ShrHoldr
04/28/04 - A Clear Channel Communications, 184502102 03/08/04 313,300
Inc. *CCU*
1 Elect Directors For Split Mgmt
1.1 Elect Director Alan D. Feld ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Alan D. Feld.
We recommend that shareholders WITHHOLD votes
from Alan D. Feld for standing as an affiliated
outsider on the Compensation Committee.
1.2 Elect Director Thomas O. Hicks ---
For
1.3 Elect Director Perry J. Lewis ---
For
1.4 Elect Director L. Lowry Mays --- For
1.5 Elect Director Mark P. Mays --- For
1.6 Elect Director Randall T. Mays ---
For
1.7 Elect Director B.J. Mccombs --- For
1.8 Elect Director Phyllis B. Riggins
--- For
1.9 Elect Director Theordore H. Strauss
--- For
1.10 Elect Director J.C. Watts --- For
1.11 Elect Director John H. Williams ---
For
2 Ratify Auditors For For Mgmt
06/23/04 - A/S Cognos Inc. *CSN.* 19244C109 04/26/04 136,040
1 Elect Directors For For Mgmt
2 Ratify Ernst & Young LLP as Auditors For For Mgmt
3 Amend 2003 - 2008 Stock Option Plan For For Mgmt
4 Eliminate Class of Preferred Stock For For Mgmt
06/15/04 - A Comverse Technology, Inc. 205862402 04/27/04 288,600
*CMVT*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/29/04 - A Corning Inc. *GLW* 219350105 03/01/04 600,500
1 Elect Directors For For Mgmt
1.1 Elect Director Jeremy R. Knowles
--- For
1.2 Elect Director Eugene C. Sit --- For
1.3 Elect Director William D. Smithburg
--- For
1.4 Elect Director Hansel E. Tookes II
--- For
1.5 Elect Director Wendell P. Weeks ---
For
2 Ratify Auditors For For Mgmt
3 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We generally support the submission of
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval, which would
limit a board's negotiating flexibility.
Seeking shareholder approval after the material
terms of the contract are agreed upon would
give the board a framework to work within and
prevent the excessive "pay for failure"
packages that have been witnessed at other
companies. Accordingly, we believe that this
proposal warrants shareholder support.
06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 113,350
*CFC*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/18/04 - A Cox Communications, Inc. *COX* 224044107 03/19/04 109,985
1 Elect Directors For Split Mgmt
1.1 Elect Director G. Dennis Berry ---
Withhold
We recommend a vote FOR the directors with the
exceptions of independent outsider Andrew J.
Young, and insiders James O. Robbins, Robert C.
O'Leary, James C. Kennedy, and G. Dennis Berry.
We recommend that shareholders WITHHOLD votes
from Andrew J. Young for poor attendance. We
also recommend that shareholders WITHHOLD votes
from James O. Robbins, Robert C. O'Leary, James
C. Kennedy, and G. Dennis Berry for failure to
establish an independent nominating committee,
and for failure to establish a majority
independent board.
1.2 Elect Director Janet M. Clarke ---
For
1.3 Elect Director James C. Kennedy ---
Withhold
1.4 Elect Director Robert C. O'Leary
--- Withhold
1.5 Elect Director James O. Robbins ---
Withhold
1.6 Elect Director Rodney W. Schrock
--- For
1.7 Elect Director Andrew J. Young ---
Withhold
2 Approve Employee Stock Purchase Plan For For Mgmt
05/04/04 - A Danaher Corp. *DHR* 235851102 03/10/04 67,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Develop Charter Language on Board Against Abstain ShrHoldr
Diversity
04/28/04 - A E.I. Du Pont De Nemours & Co. 263534109 03/09/04 119,900
*DD*
1 Elect Directors For For Mgmt
1.1 Elect Director Alain J. P. Belda
--- For
1.2 Elect Director Richard H. Brown ---
For
1.3 Elect Director Curtis J. Crawford
--- For
1.4 Elect Director John T. Dillon ---
For
1.5 Elect Director Louisa C. Duemling
--- For
1.6 Elect Director Charles O. Holliday,
Jr. --- For
1.7 Elect Director Deborah C. Hopkins
--- For
1.8 Elect Director Lois D. Juliber ---
For
1.9 Elect Director Masahisa Naitoh ---
For
1.10 Elect Director William K. Reilly
--- For
1.11 Elect Director H. Rodney Sharp, III
--- For
1.12 Elect Director Charles M. Vest ---
For
2 Ratify Auditors For For Mgmt
3 Report on Executive Ties to Against Against ShrHoldr
Government
4 Adopt and Report on a Code of Against Abstain ShrHoldr
Corporate Conduct
5 Limit Executive Compensation Against For ShrHoldr
Due to escalating executive pay and the fact
that the report requested will shed some light
on company's pay practices and policies, we
believe that this proposal warrants shareholder
approval.
06/24/04 - A eBay Inc. *EBAY* 278642103 04/26/04 374,200
1 Elect Directors For For Mgmt
1.1 Elect Director Philippe Bourguignon
--- For
1.2 Elect Director Thomas J. Tierney
--- For
1.3 Elect Director Margaret C. Whitman
--- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Increase Authorized Common Stock For Against Mgmt
The requested increase of 890,000,000 shares is
below the allowable threshold of 1,395,000,000
shares. However, the company stated that it
could use the additional shares of common stock
to oppose a hostile takeover attempt or delay
or prevent changes in control or management.
For instance, without further shareholder
approval, the company could adopt a "poison
pill" that would, under certain circumstances
related to an acquisition of shares that the
company did not approve, give certain holders
the right to acquire additional shares of
common stock at a low price. The company could
strategically sell shares of common stock in a
private transaction to purchasers who would
oppose a takeover or favor the current board.
Since the additional shares may be used
for management entrenchment purposes, we
recommend voting AGAINST this proposal.
5 Ratify Auditors For For Mgmt
6 Expense Stock Options Against For ShrHoldr
We support the general principle motivating
this non-binding proposal. In the wake of
financial reporting problems and excessive
executive compensation at companies like Enron
Corp., Worldcom Inc., and Tyco International
Ltd., we agree with the growing investor
consensus that companies should expense the
costs associated with stock options in order to
increase the accuracy of their financial
statements. Since the expensing of options
lowers earnings, most companies have elected
not to do so. Instead, most companies have
opted to disclose option values only in the
footnotes to their annual reports. However,
stock options have become an integral component
of compensation and their value cannot be
ignored and treated as "no-cost" compensation.
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
05/06/04 - A Echostar Communications Corp. 278762109 03/22/04 294,500
*DISH*
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael T. Dugan ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insiders David K. Moskowitz,
Charles W. Ergen, Cantey Ergen, James DeFranco,
and Michael T. Dugan. We recommend that
shareholders WITHHOLD votes from insiders David
K. Moskowitz, Charles W. Ergen, Cantey Ergen,
James DeFranco, and Michael T. Dugan for
failure to establish an independent nominating
committee and for failure to have a majority
independent board.
1.2 Elect Director James Defranco ---
Withhold
1.3 Elect Director Cantey Ergen ---
Withhold
1.4 Elect Director Charles W. Ergen ---
Withhold
1.5 Elect Director Raymond L. Friedlob
--- For
1.6 Elect Director Steven R. Goodbarn
--- For
1.7 Elect Director David K. Moskowitz
--- Withhold
1.8 Elect Director C. Michael Schroeder
--- For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
06/03/04 - A Electronics For Imaging, Inc. 286082102 04/12/04 33,134
*EFII*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
04/19/04 - A Eli Lilly and Co. *LLY* 532457108 02/13/04 216,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Limit Executive Compensation Against Against ShrHoldr
The Compensation Committee is composed entirely
of independent directors and currently sets and
reviews the company's executive compensation
program. We believe that the Compensation
Committee should have the flexibility to
determine an executive's pay based on a number
of factors, rather then have an arbitrary cap
to determine executive compensation. Although
we agree with the proponent that the restricted
share program should utilize justifiable
performance criteria and challenging
performance benchmarks, the proposed caps on
restricted stock grants, severance payments,
salary and bonus, would be unduly restrictive.
Thus, we do not support this proposal.
5 Report on Drug Pricing Against Against ShrHoldr
05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 1,738,800
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
05/11/04 - A Ensco International, Inc. 26874Q100 03/15/04 139,600
*ESV*
1 Elect Directors For Split Mgmt
1.1 Elect Director David M. Carmichael
--- Withhold
We recommend that shareholders vote FOR Rita M.
Rodriguez but WITHHOLD votes from all the other
nominees. We recommend that shareholders
WITHHOLD votes from Compensation Committee
members David M. Carmichael and Thomas L. Kelly
II for not aligning CEO's compensation with
shareholders interests.
1.2 Elect Director Thomas L. Kelly II
--- Withhold
1.3 Elect Director Rita M. Rodriguez
--- For
05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 153,300
1 Elect Directors For For Mgmt
1.1 Elect Director Michael J. Boskin
--- For
1.2 Elect Director James R. Houghton
--- For
1.3 Elect Director William R. Howell
--- For
1.4 Elect Director Reatha Clark King
--- For
1.5 Elect Director Philip E. Lippincott
--- For
1.6 Elect Director Harry J. Longwell
--- For
1.7 Elect Director Henry A. McKinnell,
Jr. --- For
1.8 Elect Director Marilyn Carlson
Nelson --- For
1.9 Elect Director Lee R. Raymond ---
For
1.10 Elect Director Walter V. Shipley
--- For
1.11 Elect Director Rex W. Tillerson ---
For
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Restricted Stock Plan
4 Affirm Political Nonpartisanship Against Against ShrHoldr
5 Report on Political Against Against ShrHoldr
Contributions/Activities
6 Report on Equatorial Guinea Against Against ShrHoldr
7 Separate Chairman and CEO Positions Against Against ShrHoldr
8 Prohibit Awards to Executives Against Against ShrHoldr
For its long term compensation, ExxonMobil
switched from options to restricted stock two
years ago, as the board believes restricted
stock to be more effective in retaining
employees and in meeting shareholder
expectations. For senior executives, the
restricted stock carries rigorous vesting
requirements: 50 percent vesting over five
years and the remaining over another five. In
this case, the proposal requests a total ban on
rights, options, SARs and severance payments
and is therefore unduly restrictive.
9 Report on Stock Option Distribution Against Abstain ShrHoldr
by Race and Gender
10 Amend EEO Statement to Include Against Abstain ShrHoldr
Reference to Sexual Orientation
11 Report on Climate Change Research Against Against ShrHoldr
Therefore, based on the broad scope of the
proposal and the associated practical
considerations of publishing this information,
recent improvements in disclosure made by the
company, and our concerns regarding the value
that the requested information would provide to
shareholders, we do not recommend support for
this resolution.
05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 288,165
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Provide for Cumulative Voting Against Against ShrHoldr
05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 367,650
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/06/04 - A Fiserv, Inc. *FISV* 337738108 02/13/04 110,225
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/13/04 - A Ford Motor Company *F* 345370860 03/17/04 187,000
1 Elect Directors For Split Mgmt
1.1 Elect Director John R. H. Bond ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsiders John R. H.
Bond and Robert E. Rubin. We recommend that
shareholders WITHHOLD votes from John R. H.
Bond and Robert E. Rubin for standing as
affiliated outsiders on the Compensation and
Nominating committees.
1.2 Elect Director Stephen G. Butler
--- For
1.3 Elect Director Kimberly A. Casiano
--- For
1.4 Elect Director Edsel B. Ford II ---
For
1.5 Elect Director William Clay Ford
--- For
1.6 Elect Director William Clay Ford,
Jr. --- For
1.7 Elect Director Irvine O. Hockaday,
Jr. --- For
1.8 Elect Director Marie-Josee Kravis
--- For
1.9 Elect Director Richard A. Manoogian
--- For
1.10 Elect Director Ellen R. Marram ---
For
1.11 Elect Director Homer A. Neal --- For
1.12 Elect Director Jorma Ollila --- For
1.13 Elect Director Carl E. Reichardt
--- For
1.14 Elect Director Robert E. Rubin ---
Withhold
1.15 Elect Director Nicholas V. Scheele
--- For
1.16 Elect Director John L. Thornton ---
For
2 Ratify Auditors For For Mgmt
3 Increase Disclosure of Executive Against For ShrHoldr
Compensation
We believe that approval of this proposal will
provide greater transparency for shareholders
on the company's executive compensation issues.
4 Establish Other Board Committee Against For ShrHoldr
Although we have reservations about the fact
that the proposal neither sets a limit on the
proposed committee's duration nor stipulates
the committee's specific plan of action, we
agree with the proponent's basic position. The
Ford family has three seats on the board, which
is disproportionate to its equity stake. We
believe that the Ford family's substantial
voting control of the company is sufficient
enough to point out the need for an independent
committee to evaluate conflicts of interest
between family shareholders and nonfamily
shareholders. Ford's board formed a committee
in December 2002 to review Mr. Ford's
acquisition of shares in Goldman Sachs Group,
Inc.'s 1999 IPO. The committee, composed of
directors Ellen R. Marram, Irvine O. Hockaday
Jr., Homer A. Neal, Richard A. Manoogian and
Marie-Josee Kravis, all independent directors,
was mandated to review the stock purchase in
response to a shareholder demand. The
shareholder, Roger Berger, requested that Mr.
Ford sell the Goldman Sachs shares to the
company at the original price because Ford is a
longstanding client of Goldman's, and not Mr.
Ford himself. The committee rejected the
shareholder demand and subsequently the full
board accepted the committee's recommendation
in February 2003. In February, Ford Motor Co.
chairman and CEO William Clay Ford Jr.
announced he would sell 400,000 shares of
Goldman Sachs Group Inc. and that he would
donate profits then estimated at $4.7 million
to charity. The committee established in
December 2002 only reviewed the shareholder
demand regarding the proceeds from the IPO
allocation, and did not evaluate other
potential conflicts of interest between family
shareholders and non-family shareholders. Due
to Ford family's substantial voting control of
the company, potential conflict of interests
may arise in the future. The committee
suggested by the proponent may serve as a
mechanism to ensure that common shareholders
are treated fairly vis-a-vis Ford family
shareholders, should such a conflict of
interest arise. In light of our concerns with
the IPO allocation and the recapitalization
plan, we support this nonbinding proposal.
5 Prohibit Awards to Executives Against Against ShrHoldr
We believe that top five compensation should be
linked to the company's performance. If the
company has met or exceeded the target
performance level, executives should be
remunerated for their efforts. Although we
agree with the principle of pay-for-performance
in setting executive pay, we believe that the
cessation of all rights, options, SARs, and
possible severance payments to top five
management: (1) does not resolve potential
disconnects between pay and performance and (2)
would be unduly restrictive with respect to the
company's compensation strategies. As such, we
recommend a vote AGAINST.
6 Amend By Laws Relating to Board Against Against ShrHoldr
Independence
An independent board is one way to assure that
shareholder interests will be adequately
represented by a board that is independent of
management and that does not have an interest
in the company that differs from the interests
of other shareholders. According to our
director classifications, nine of the 16
directors are independent. Although we would
prefer a two-thirds independent board, we
believe that the proponent's request would
limit the flexibility of the company without
ensuring the maintenance of a majority
independent board. We note that, according to
our director classifications, there are four
affiliated outside directors on the board. We
believe that the proposed amendment is not in
shareholders' best interest as it: (1) would
not ensure board independence by not addressing
the presence of affiliated outside directors on
the board and (2) would limit the company's
flexibility with regard to board composition.
As such, we recommend a vote AGAINST.
7 Report on Greenhouse Gas Emissions Against Against ShrHoldr
05/19/04 - A Friedman, Billings, Ramsey, 358434108 04/23/04 98,200
Group, Inc. *FBR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Emanuel J. Friedman
--- For
We recommend a vote FOR the directors with the
exception of Wallace L. Timmeny. We recommend
that shareholders WITHHOLD votes from Wallace
L. Timmeny for standing as an affiliated
outsider on the Nominating Committee.
1.2 Elect Director Eric F. Billings ---
For
1.3 Elect Director W. Russell Ramsey
--- For
1.4 Elect Director Daniel J. Altobello
--- For
1.5 Elect Director Peter A. Gallagher
--- For
1.6 Elect Director Stephen D. Harlan
--- For
1.7 Elect Director Russell C. Lindner
--- For
1.8 Elect Director Wallace L. Timmeny
--- Withhold
1.9 Elect Director John T. Wall --- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/04/04 - A Gannett Co., Inc. *GCI* 364730101 03/05/04 48,050
1 Elect Directors For For Mgmt
1.1 Elect Director James A. Johnson ---
For
1.2 Elect Director Douglas H.
McCorkindale --- For
1.3 Elect Director Stephen P. Munn ---
For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
The Compensation Committee is composed of
majority independent directors and currently
sets and reviews the company's executive
compensation program. We believe that the
Compensation Committee should have the
flexibility to determine an executive's pay
based on a number of factors, rather then have
an arbitrary cap to determine executive
compensation. Although we agree with the
proponent that the restricted share program
should utilize justifiable performance
criteria, the proposed caps on restricted stock
grants, severance payments, salary and bonus,
would be unduly restrictive. Thus, we do not
support this proposal.
04/16/04 - WC Genentech, Inc. *DNA* 368710406 02/17/04 256,500
1 Amend For For Mgmt
Articles/Bylaws/Charter-Non-Routine
2 Elect Directors For Split Mgmt
2.1 Elect Director Herbert W. Boyer ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Jonathan K.C. Knowles,
Arthur D. Levinson, William M. Burns, Erich
Hunziker and affiliated outsider Herbert W.
Boyer. We recommend that shareholders WITHHOLD
votes from Jonathan K.C. Knowles for standing
as an insider on the Compensation and
Nominating committees and for failure to
establish a majority independent board and from
Herbert W. Boyer for standing as an affiliated
outsider on the Audit, Compensation, and
Nominating committees and for failure to
establish a majority independent board. Lastly,
we recommend that shareholders WITHHOLD votes
from Arthur D. Levinson, William M. Burns and
Erich Hunziker for failure to establish a
majority independent board.
2.2 Elect Director Arthur D. Levinson
--- Withhold
2.3 Elect Director Mark Richmond --- For
2.4 Elect Director Charles A. Sanders
--- For
2.5 Elect Director William M. Burns ---
Withhold
2.6 Elect Director Erich Hunziker ---
Withhold
2.7 Elect Director Jonathan K.C.
Knowles --- Withhold
3 Elect Director M. Burns For Withhold Mgmt
4 Elect Director Erich Hunziker For Withhold Mgmt
5 Elect Director Jonathan K.C. Knowles For Withhold Mgmt
6 Increase Authorized Common Stock For For Mgmt
7 Approve Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 12.19
percent is above the allowable cap for this
company of 8.53 percent.
8 Ratify Auditors For For Mgmt
04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 2,104,900
1 Elect Directors For Split Mgmt
1.1 Elect Director James I. Cash, Jr.
--- For
We recommend a vote FOR the directors with the
exception of Claudio X. Gonzalez. We recommend
that shareholders WITHHOLD votes from Claudio
X. Gonzalez for sitting on more than six boards.
1.2 Elect Director Dennis D. Dammerman
--- For
1.3 Elect Director Ann M. Fudge --- For
1.4 Elect Director Claudio X. Gonzalez
--- Withhold
1.5 Elect Director Jeffrey R. Immelt
--- For
1.6 Elect Director Andrea Jung --- For
1.7 Elect Director Alan G. Lafley ---
For
1.8 Elect Director Kenneth G. Langone
--- For
1.9 Elect Director Ralph S. Larsen ---
For
1.10 Elect Director Rochelle B. Lazarus
--- For
1.11 Elect Director Sam Nunn --- For
1.12 Elect Director Roger S. Penske ---
For
1.13 Elect Director Robert J. Swieringa
--- For
1.14 Elect Director Douglas A. Warner
III --- For
1.15 Elect Director Robert C. Wright ---
For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Provide for Cumulative Voting Against Against ShrHoldr
5 Eliminate Animal Testing Against Against ShrHoldr
6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr
7 Report on PCB Clean-up Against Against ShrHoldr
8 Report on Foreign Outsourcing Against Abstain ShrHoldr
9 Prepare Sustainability Report Against Against ShrHoldr
10 Limit Composition of Management Against Against ShrHoldr
Development and Compensation
Committee to Independent Directors
11 Report on Pay Disparity Against Abstain ShrHoldr
12 Limit Awards to Executives Against Against ShrHoldr
13 Limit Board Service for Other Against For ShrHoldr
Companies
Although the company maintains a policy
regarding overboarded directors, the policy
permits the maintenance of current directors
who exceed these limits if the board determines
that such director's service on the board would
not be impaired. In fact, the company has
already made an exception with regard to
director Claudio Gonzalez, who sits on over six
other public company boards. The proponent's
request would not allow the company to bypass
or alter these limits without shareholder
approval. Therefore, we believe that the
proponent's request represents a preferable
policy framework from a shareholder's
perspective. As such, we believe this item
warrants shareholder support.
14 Separate Chairman and CEO Positions Against Against ShrHoldr
15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr
Value
16 Adopt a Retention Ratio for Against Against ShrHoldr
Executives and Directors
17 Require 70% to 80% Independent Board Against Against ShrHoldr
18 Report on Political Against Against ShrHoldr
Contributions/Activities
06/02/04 - A General Motors Corp. *GM* 370442105 04/05/04 107,100
1 Elect Directors For For Mgmt
1.1 Elect Director Percy N. Barnevik
--- For
1.2 Elect Director John H. Bryan --- For
1.3 Elect Director Armando M. Codina
--- For
1.4 Elect Director George M.C. Fisher
--- For
1.5 Elect Director Karen Katen --- For
1.6 Elect Director Kent Kresa --- For
1.7 Elect Director Alan G. Lafley ---
For
1.8 Elect Director Philip A. Laskawy
--- For
1.9 Elect Director E.Stanley O'Neal ---
For
1.10 Elect Director Eckhard Pfeiffer ---
For
1.11 Elect Director G.Richard Wagoner,
Jr. --- For
2 Ratify Auditors For For Mgmt
3 Prohibit Awards to Executives Against Against ShrHoldr
4 Prohibit Awards to Executives Against Against ShrHoldr
We support the use of performance-based pay and
believes there should be strong linkage between
compensation and performance at the senior
executive level. However, we believe that
issuers should have some flexibility in
determining the mix of award types that would
best align executives incentives with those of
shareholders. Deleting all rights, options,
SAR's and severance payments to top management
after expiration of existing plans or
commitments can unduly restrict the flexibility
of the Compensation Committee from designing
executive compensation.
5 Separate Chairman and CEO Positions Against Against ShrHoldr
We believe that the company's governance
structure provides a satisfactory balance to a
unified chairman and CEO position and therefore
recommend a vote against this proposal.
6 Limit Composition of Committees to Against For ShrHoldr
Independent Directors
Since approval of this proposal will ensure
independence on key board committees, we
support this request.
7 Report on Greenhouse Gas Emissions Against Against ShrHoldr
As the company's current reporting addresses
emissions information, including company
efforts to incorporate advanced emissions
reducing technology into the company's fleet of
vehicles in order to improve overall fuel
economy, we do not believe that the preparation
of an additional report is warranted at this
time.
8 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We generally support the submission of
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval which would
limit a board's negotiating flexibility.
Seeking shareholder approval after the material
terms of the contract are agreed upon would
give the board a framework to work within and
prevent the excessive "pay for failure"
packages that have been witnessed at some
companies. Furthermore, we believe that a
company's parachute provisions should be
reasonable and not excessive. To be effective
without creating distorted incentives with
respect to management, severance arrangements
must be considerably less attractive than
continued employment with the company. We
recommend a vote in favor of this proposal.
9 Establish Executive and Director Against Against ShrHoldr
Stock Ownership Guidelines
In this case, while the company has executive
stock ownership requirements of 1x to 5x
salary, the actual stock ownership of the CEO
and some of the other executive officers
exceeds 7x salary. The company has also updated
its stock ownership guidelines for directors
since the filing of 2004 proxy statement from
3x to 5x annual retainer for directors.
Therefore, we believe that the company
substantially meets what would be considered
appropriate stock ownership requirements for
aligning the interests of executives and
directors with those of shareholders.
05/27/04 - A Genzyme Corp. *GENZ* 372917104 03/31/04 138,800
1 Elect Directors For For Mgmt
1.1 Elect Director Douglas A.
Berthiaume --- For
1.2 Elect Director Henry E. Blair ---
For
1.3 Elect Director Gail K. Boudreaux
--- For
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Approve Stock Option Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
5 Increase Authorized Preferred Stock For Against Mgmt
In this case, management has specifically
stated that the shares will be used in
connection with the poison pill. We recommend
shareholders vote AGAINST proposals that
increase authorized common stock for the
explicit purpose of implementing a rights plan,
especially if the plan has not been approved by
shareholders and includes a trigger of less
than 20 percent.
6 Ratify Auditors For For Mgmt
7 Limit Awards to Executives Against Against ShrHoldr
We believe that an independent Compensation
Committee should have the flexibility to
determine the compensation of its senior
executives based on a number of appropriate
factors, rather then relying on an arbitrary
formula. Furthermore, we believe this proposal
is too restrictive, as it would limit equity
awards to time-based restricted shares. As
such, this item does not warrant shareholder
approval.
05/25/04 - A Gilead Sciences, Inc. *GILD* 375558103 04/05/04 184,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Increase Authorized Common Stock For For Mgmt
05/18/04 - A Guidant Corp. *GDT* 401698105 03/11/04 133,600
1 Elect Directors For For Mgmt
1.1 Elect Director Maurice A. Cox, Jr.
--- For
1.2 Elect Director Nancy-Ann Min
DeParle --- For
1.3 Elect Director Ronald W. Dollens
--- For
1.4 Elect Director Enrique C. Falla ---
For
1.5 Elect Director Kristina M. Johnson,
Ph.D. --- For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
04/24/04 - A Harley-Davidson, Inc. *HDI* 412822108 03/10/04 123,400
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 675,895
1 Elect Directors For Split Mgmt
1.1 Elect Director Gregory D. Brenneman
--- For
We recommend a vote FOR the directors with the
exception of independent outsider Claudio X.
Gonzalez. We recommend that shareholders
WITHHOLD votes from Claudio X. Gonzalez for
sitting on more than six boards.
1.2 Elect Director Richard H. Brown ---
For
1.3 Elect Director John L. Clendenin
--- For
1.4 Elect Director Berry R. Cox --- For
1.5 Elect Director Claudio X. Gonzalez
--- Withhold
1.6 Elect Director Milledge A. Hart,
III --- For
1.7 Elect Director Bonnie G. Hill ---
For
1.8 Elect Director Kenneth G. Langone
--- For
1.9 Elect Director Robert L. Nardelli
--- For
1.10 Elect Director Roger S. Penske ---
For
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Directors Against Against ShrHoldr
Because a six-year term limit is arbitrary, and
because the company's shareholders can express
their dissatisfaction with directors on an
annual basis, we believe that the proposal does
not warrant shareholder support.
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because the company does not have a policy that
puts any future pill to a shareholder vote, we
recommend that shareholders support this
proposal.
5 Performance- Based/Indexed Options Against For ShrHoldr
Because we support pay for performance, and
because the grants of restricted stock (other
than those granted under the LTIP) are not
based on specific performance hurdles, we
believe the proposal warrants shareholder
support.
6 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr
7 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We support the shareholder proposal as it
relates to ex post facto ratification of golden
parachutes and severance plans, and therefore
recommend that shareholders vote to approve
this proposal.
8 Require Affirmative Vote of the Against Against ShrHoldr
Majority of the Shares to Elect
Directors
Given that: (i) the plurality voting threshold
is the currently accepted standard for the
election of directors of publicly traded
companies, (ii) approval of this item could
disrupt board operations and the company's
financial performance in the event some or all
of the director nominees do not receive
majority support and do not get elected, (iii)
requiring a majority vote of the outstanding
shares in effect provides for a supermajority
of votes cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (iv) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not at this point
in time believe the proposed amendment warrants
shareholder support.
05/07/04 - A Illinois Tool Works Inc. *ITW* 452308109 03/09/04 44,950
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/25/04 - A Ingram Micro, Inc. *IM* 457153104 03/26/04 216,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Orrin H. Ingram II
--- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Orrin H.
Ingram II. We recommend that shareholders
WITHHOLD votes from Orrin H. Ingram II for
standing as an affiliated outsider on the
Compensation Committee.
1.2 Elect Director Michael T. Smith ---
For
1.3 Elect Director Joe B. Wyatt --- For
1.4 Elect Director Howard I. Atkins ---
For
05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 2,491,650
1 Elect Directors For Split Mgmt
1.1 Elect Director Craig R. Barrett ---
For
We recommend a vote FOR the directors with the
exception of independent outsider D. James
Guzy. We recommend that shareholders WITHHOLD
votes from D. James Guzy for sitting on more
than six boards.
1.2 Elect Director Charlene Barshefsky
--- For
1.3 Elect Director E. John P. Browne
--- For
1.4 Elect Director Andrew S. Grove ---
For
1.5 Elect Director D. James Guzy ---
Withhold
1.6 Elect Director Reed E. Hundt --- For
1.7 Elect Director Paul S. Otellini ---
For
1.8 Elect Director David S. Pottruck
--- For
1.9 Elect Director Jane E. Shaw --- For
1.10 Elect Director John L. Thornton ---
For
1.11 Elect Director David B. Yoffie ---
For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
5 Limit/Prohibit Awards to Executives Against For ShrHoldr
The company currently does not use
performance-vesting awards in its compensation
plans for senior executives. Although the
proponent in its supporting statement is
critical of fixed-price options, it does not
appear that the proposal advocates replacement
of options with performance-based restricted
stock. The proposal requests the the company
use performance-vesting stock in development of
future equity awards for senior executives.
Although the company has recently adopted
officer stockholding guidelines, a more
rigorous requirement would be 7x to 10x for the
CEO and scaled down for other executives.
Therefore, we believe that this proposal
warrants shareholder support.
6 Performance- Based/Indexed Options Against For ShrHoldr
In this case, the company uses standard options
for its long term compensation. It does not
currently award or plans to award
performance-based options. The proposal
requests for a portion of future stock option
grants to be performance-based to senior
executives and is therefore not unduly
restrictive. The company should be able to
identify appropriate performance criteria and
clearly disclose the associated performance
goals or hurdle rates to the shareholders. This
would provide further discipline and alignment
in award of executive compensation to
shareholders interest.
06/23/04 - A InteractiveCorp *IACI* 45840Q101 04/29/04 167,422
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard N. Barton
--- For
We recommend a vote FOR the directors with the
exception of independent outsider Edgar
Bronfman, Jr., affiliated outsider Diane Von
Furstenberg, and insiders Victor A. Kaufman,
Barry Diller, and Robert R. Bennett. We
recommend that shareholders WITHHOLD votes from
Edgar Bronfman, Jr. for poor attendance, from
Robert R. Bennett for standing as an insider on
the Compensation Committee and for failure to
establish an independent nominating committee,
and from Diane Von Furstenberg, Victor A.
Kaufman, and Barry Diller for failure to
establish an independent nominating committee.
1.2 Elect Director Robert R. Bennett
--- Withhold
1.3 Elect Director Edgar Bronfman, Jr.
--- Withhold
1.4 Elect Director Barry Diller ---
Withhold
1.5 Elect Director Victor A. Kaufman
--- Withhold
1.6 Elect Director Donald R. Keough ---
For
1.7 Elect Director Marie-Josee Kravis
--- For
1.8 Elect Director John C. Malone ---
For
1.9 Elect Director Steven Rattner ---
For
1.10 Elect Director Gen. H.N.
Schwarzkopf --- For
1.11 Elect Director Alan G. Spoon --- For
1.12 Elect Director Diane Von
Furstenberg --- Withhold
2 Ratify Auditors For For Mgmt
04/27/04 - A International Business 459200101 02/27/04 162,300
Machines Corp. *IBM*
1 Elect Directors For For Mgmt
1.1 Elect Director Cathleen Black ---
For
1.2 Elect Director Kenneth I. Chenault
--- For
1.3 Elect Director Carlos Ghosn --- For
1.4 Elect Director Nannerl O. Keohane
--- For
1.5 Elect Director Charles F. Knight
--- For
1.6 Elect Director Lucio A. Noto --- For
1.7 Elect Director Samuel J. Palmisano
--- For
1.8 Elect Director John B. Slaughter
--- For
1.9 Elect Director Joan E. Spero --- For
1.10 Elect Director Sidney Taurel --- For
1.11 Elect Director Charles M. Vest ---
For
1.12 Elect Director Lorenzo H. Zambrano
--- For
2 Ratify Auditors For For Mgmt
3 Ratify Auditors for the Company's For For Mgmt
Business Consulting Services Unit
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Provide for Cumulative Voting Against Against ShrHoldr
6 Amend Pension and Retirement Against Against ShrHoldr
Medical Insurance Plans
We believe the scope of the proponent's
proposal is overly broad since it asks that all
employees be allowed to choose participation in
the plan, which could be costly to
shareholders. Moreover, if the company
ultimately lost on these claims it would be
required to remedy the age discriminating
effect of its plans. Accordingly, we recommend
a vote against this proposal.
7 Submit Executive Compensation to Against For ShrHoldr
Vote
Pension fund income can distort true operating
performance, which should be the basis for
determining executive bonuses and compensation
rather than gains from defined benefit plans.
And because companies have discretion in
determining the assuptions to measure pension
obligation and expenses, there is potential for
manipulation. For example, J.P. Morgan Fleming
Asset Management found that the median expected
annual rate of return used among S&P 500
companies has remained steady at 9.2 percent
since 1997. Using a more realistic assumption
such as 6.5 percent would trim $44 billion off
S&P 500 profits just in 2003. We agree
with the principle advanced by the proposal and
believes a cleaner measure of earnings should
be applied to performance pay. A number of
companies are adopting this concept, including
General Electric, Verizon Communications and
Qwest Communications International Inc.
8 Expense Stock Options Against For ShrHoldr
We support the general principle motivating
this non-binding proposal. We agree with the
growing investor consensus that companies
should expense the costs associated with stock
options in order to increase the accuracy of
their financial statements. Although companies
can choose to expense options, the Financial
Accounting Standards Board (FASB) does not
require it. Since the expensing of options
lowers earnings, most companies have elected
not to do so. Instead, most companies have
opted to disclose option values only in the
footnotes to their annual reports. In
the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options (some 350) have had
flexibility in their selection of a specific
valuation methodology. Opponents of option
expensing argue that options are difficult to
value and expensing options could add
complexity and decrease transparency in
financial reporting. However, given the fact
that stock options have become an integral
component of compensation, their value cannot
be ignored and treated as "no-cost"
compensation. Given that (1) many companies use
stock options as a significant component of
overall compensation, (2) the exercise of
options result in a transfer of shareholder
value, and (3) the contingent cost of options
reduces earnings, we believe that options
should be expensed along with all other forms
of compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
9 Limit Awards to Executives Against Against ShrHoldr
We agree with proponent's underlying rationale
for disclosure of executive compensation.
However, the liability threshold of $2,000 is
arbitrary. Furthermore, based on the
independence of the company's compensation
committee, and the company's existing
disclosure regarding its compensation
practices, we agree with the board that the
current requirements for disclosure of
executive compensation are adequate and fair.
Therefore, we do not believe that shareholders
would receive any meaningful benefit from this
additional disclosure requirement.
10 China Principles Against Against ShrHoldr
11 Report on Political Against Against ShrHoldr
Contributions/Activities
12 Report on Executive Compensation Against For ShrHoldr
While we do not suggest that current
compensation practices have the intended
effects suggested by the shareholder, we
nonetheless support this proposal as the
additional reporting will provide shareholders
with greater transparency on compensation
policies.
05/26/04 - A International Steel Group, Inc 460377104 04/05/04 4,900
*ISG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 639,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Cease Charitable Contributions Against Against ShrHoldr
05/25/04 - A JP Morgan Chase & Co. *JPM* 46625H100 04/02/04 271,550
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For For Mgmt
2.1 Elect Director Hans W. Becherer ---
For
2.2 Elect Director Frank A. Bennack,
Jr. --- For
2.3 Elect Director John H. Biggs --- For
2.4 Elect Director Lawrence A. Bossidy
--- For
2.5 Elect Director Ellen V. Futter ---
For
2.6 Elect Director William H. Gray, III
--- For
2.7 Elect Director William B. Harrison,
Jr --- For
2.8 Elect Director Helene L. Kaplan ---
For
2.9 Elect Director Lee R. Raymond ---
For
2.10 Elect Director John R. Stafford ---
For
3 Ratify Auditors For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
The performance measures included under the
plan are appropriate for the company given its
line of business, long-term strategic
objectives, and industry-specific measures for
assessing market competitiveness. Additionally,
the plan is administered by a committee of
independent outsiders who must certify
attainment of these objective, measurable
performance goals before cash awards are paid
to participants. Moreover, preservation of the
full deductibility of all compensation paid
reduces the company's corporate tax obligation.
5 Adjourn Meeting For Against Mgmt
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
6 Establish Term Limits for Directors Against Against ShrHoldr
Because a six-year term limit is arbitrary, and
because the company's shareholders can express
their dissatisfaction with directors on an
annual basis, we believe that the proposal does
not warrant shareholder support.
7 Charitable Contributions Against Against ShrHoldr
We generally believe that charitable
contributions are beneficial to the company
when they are donated in good faith and in the
absence of gross negligence or self-dealing of
management. These contributions assist in
worthwhile causes and can help generate
goodwill within the community. The JP Morgan
Chase Foundation engages and donates to causes
that management believes are beneficial to the
communities in which the company operates and
in the best interests of the company. Further,
the company provides comprehensive information
regarding its corporate giving grants in its
Corporate Responsibility Annual Reports
available on the company's website. Therefore,
lacking evidence to the contrary, we believe
that continuing these charitable contributions
is in the best interests of the shareholders.
8 Political Contributions Against Against ShrHoldr
9 Separate Chairman and CEO Positions Against Against ShrHoldr
10 Provide Adequate Disclosure for Against Against ShrHoldr
over the counter Derivatives
11 Auditor Independence Against For ShrHoldr
Since approval of this proposal will enhance
company's transparency to shareholders and
ensure auditor independence, we support this
proposal.
12 Submit Non-Employee Director Against Against ShrHoldr
Compensation to Vote
JP Morgan's director compensation is in line
with the compensation practices of its peers.
We agree with the company's view that a
significant portion of the overall director
compensation be linked to the company's stock.
At this time, in the absence of compelling
evidence of abusive director compensation
practices, we recommend against the proposal.
13 Report on Pay Disparity Against Abstain ShrHoldr
Since approval of this proposal will help JP
Morgan review its current pay practices and
policies, and provide transparency to its
shareholders, we support this request.
04/16/04 - S Juniper Networks, Inc. *JNPR* 48203R104 03/10/04 30,200
1 Issue Shares in Connection with an For For Mgmt
Acquisition
04/28/04 - A Kohl's Corp. *KSS* 500255104 03/03/04 238,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Wayne Embry --- For
ISS recommends that shareholders vote FOR Wayne
Embry and Frank V. Sica, but WITHHOLD votes
from the other nominees. We recommend that
shareholders WITHHOLD votes from affiliated
outsider John F. Herma for standing as an
affiliated outsider on the Audit and Nominating
committees and for failure to establish a
majority independent board and R. Lawrence
Montgomery for failure to establish a majority
independent board.
1.2 Elect Director John F. Herma ---
Withhold
1.3 Elect Director R. Lawrence
Montgomery --- Withhold
1.4 Elect Director Frank V. Sica --- For
2 Ratify Auditors For For Mgmt
3 Performance-Based Stock/Indexed Against For ShrHoldr
Options
Despite the fact that certain features of the
proposal may be more rigorous than others, we
support the underlying principal of the
proposal in this case.
4 Separate Chairman and CEO Positions Against Against ShrHoldr
04/27/04 - A L-3 Communications Holdings, 502424104 03/19/04 107,700
Inc. *LLL*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 134,800
*LEH*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/04 - A Lexmark International, Inc. 529771107 03/05/04 58,400
*LXK*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
06/09/04 - A Liberty Media Corp. *L* 530718105 04/21/04 444,543
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert R. Bennett
--- Withhold
We recommend a vote FOR the directors with the
exception of insiders John C. Malone and Robert
R. Bennett. We recommend that shareholders
WITHHOLD votes from John C. Malone and Robert
R. Bennett for failure to establish a majority
independent board.
1.2 Elect Director Paul A. Gould --- For
1.3 Elect Director John C. Malone ---
Withhold
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/28/04 - A Lowe *LOW* 548661107 04/01/04 486,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Leonard L. Berry ---
For
We recommend a vote FOR the directors with the
exception of Dawn E. Hudson. We recommend that
shareholders WITHHOLD votes from Dawn E. Hudson
for poor attendance.
1.2 Elect Director Paul Fulton --- For
1.3 Elect Director Dawn E. Hudson ---
Withhold
1.4 Elect Director Marshall O. Larsen
--- For
1.5 Elect Director Robert A. Niblock
--- For
1.6 Elect Director Stephen F. Page ---
For
1.7 Elect Director O. Temple Sloan, Jr.
--- For
1.8 Elect Director Robert L. Tillman
--- For
2 Ratify Auditors For For Mgmt
05/20/04 - A Marsh & McLennan Companies, 571748102 03/22/04 144,950
Inc. *MMC*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/04 - A Mattson Technology, Inc. 577223100 03/25/04 56,227
*MTSN*
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/03/04 - A MBNA Corp. *KRB* 55262L100 02/13/04 545,000
1 Elect Directors For Split Mgmt
1.1 Elect Director James H. Berick ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insider Bruce L. Hammonds and
affiliated outsiders Benjamin R. Civiletti
,James H. Berick and Randolph D. Lerner. We
recommend that shareholders WITHHOLD votes from
Benjamin R. Civiletti and James H. Berick for
standing as affiliated outsiders on the Audit,
Compensation and Governance committees and for
failure to establish a majority independent
board. We recommend that shareholders WITHHOLD
votes from Randolph D. Lerner and Bruce L.
Hammonds for failure to establish a majority
independent board.
1.2 Elect Director Benjamin R.
Civiletti --- Withhold
1.3 Elect Director Bruce L. Hammonds
--- Withhold
1.4 Elect Director William L. Jews ---
For
1.5 Elect Director Randolph D. Lerner
--- Withhold
1.6 Elect Director Stuart L. Markowitz
--- For
1.7 Elect Director William B. Milstead
--- For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the wake of financial reporting problems and
excessive executive compensation at companies
like Enron Corp., Worldcom Inc., and Tyco
International Ltd., we agree with the growing
investor consensus that companies should
expense the costs associated with stock options
in order to increase the accuracy of their
financial statements. Since the expensing of
options lowers earnings, most companies have
elected not to do so. Instead, most companies
have opted to disclose option values only in
the footnotes to their annual reports. However,
stock options have become an integral component
of compensation and their value cannot be
ignored and treated as "no-cost" compensation.
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
4 Require Majority of Independent Against For ShrHoldr
Directors on Board
We believe that MBNA is moving in the right
direction as evidenced by the recent changes in
the company such as reducing executive
compensation and changing the composition of
the board. However, we believe that the board
of directors should be an independent body
capable of providing objective oversight of
management and the company's overall direction.
This goal can best be achieved when directors
are independent of the CEO and have no personal
interest in the company arising from salary, a
consulting agreement, or any other significant
business arrangement.
05/27/04 - A MCAFEE INC. *MFE* 640938106 04/01/04 171,400
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/20/04 - A McDonald's Corp. *MCD* 580135101 03/22/04 236,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve/Amend Executive Incentive For For Mgmt
Bonus Plan
04/20/04 - A Mellon Financial Corp. *MEL* 58551A108 02/06/04 125,700
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 195,150
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For Against Mgmt
4 Prohibit Awards to Executives Against Against ShrHoldr
5 Develop Ethical Criteria for Patent Against Against ShrHoldr
Extension
6 Link Executive Compensation to Against Abstain ShrHoldr
Social Issues
7 Report on Political Contributions Against Against ShrHoldr
8 Report on Operational Impact of Against Abstain ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
04/23/04 - A Merrill Lynch & Co., Inc. 590188108 02/24/04 264,600
*MER*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Against Against ShrHoldr
Voting
4 Separate Chairman and CEO Positions Against Against ShrHoldr
06/17/04 - A Michaels Stores, Inc. *MIK* 594087108 04/26/04 101,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
04/20/04 - A Morgan Stanley *MWD* 617446448 02/20/04 183,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
5 Report on Political Against Against ShrHoldr
Contributions/Activities
05/03/04 - A Motorola, Inc. *MOT* 620076109 03/05/04 378,500
1 Elect Directors For For Mgmt
1.1 Elect Director Edward Zander --- For
1.2 Elect Director H. Laurence Fuller
--- For
1.3 Elect Director Judy Lewent --- For
1.4 Elect Director Walter Massey --- For
1.5 Elect Director Nicholas Negroponte
--- For
1.6 Elect Director Indra Nooyi --- For
1.7 Elect Director John Pepper, Jr. ---
For
1.8 Elect Director Samuel Scott III ---
For
1.9 Elect Director Douglas Warner III
--- For
1.10 Elect Director John White --- For
1.11 Elect Director Mike Zafirovski ---
For
2 Limit Executive Compensation Against Against ShrHoldr
While we understand the proponent's concerns
with escalating CEO pay, we believe that the
proposal is unduly restrictive. The
compensation committee, which is composed
entirely of independent directors, should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. Furthermore, the features of
this proposal would limit equity awards to time
based restricted shares and set arbitrary caps
on salary, bonus and severance, regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
3 Limit Awards to Executives Against Against ShrHoldr
We believe that an independent compensation
committee needs to have flexibility in
constructing compensation packages for its top
managers in order to remain competitive in the
marketplace. The prohibition of all future
stock options would effectively limit the
company's ability to retain and attract
qualified management. This proposal is too
restrictive, and does not warrant shareholder
approval.
05/05/04 - A Nationwide Financial Services, 638612101 03/08/04 91,100
Inc. *NFS*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 7.10
percent is above the allowable cap for this
company of 5.16 percent. Because this amendment
would extend the life of a plan that exceeds
the cost cap for an additional six years, we
recommend a vote AGAINST this proposal.
4 Approve Outside Director Stock For For Mgmt
Awards/Options in Lieu of Cash
05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 435,100
*NXTL*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
04/20/04 - A Northern Trust Corp. *NTRS* 665859104 03/01/04 79,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Duane L. Burnham ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Robert A.
Helman. We recommend that shareholders WITHHOLD
votes from Robert A. Helman for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Dolores E. Cross ---
For
1.3 Elect Director Susan Crown --- For
1.4 Elect Director Robert S. Hamada ---
For
1.5 Elect Director Robert A. Helman ---
Withhold
1.6 Elect Director Dipak C. Jain --- For
1.7 Elect Director Arthur L. Kelly ---
For
1.8 Elect Director Robert C. Mccormack
--- For
1.9 Elect Director Edward J. Mooney ---
For
1.10 Elect Director William A. Osborn
--- For
1.11 Elect Director John W. Rowe --- For
1.12 Elect Director Harold B. Smith ---
For
1.13 Elect Director William D. Smithburg
--- For
2 Ratify Auditors For For Mgmt
05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 93,700
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/25/04 - A Omnicom Group Inc. *OMC* 681919106 04/09/04 128,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director Stock For For Mgmt
Option Plan
04/21/04 - A Outback Steakhouse, Inc. *OSI* 689899102 02/27/04 28,000
1 Elect Directors For For Mgmt
1.1 Elect Director John A. Brabson, Jr.
--- For
1.2 Elect Director Lee Roy Selmon ---
For
2 Amend Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 16.41 percent is above the allowable cap for
this company of 12.97 percent.
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/05/04 - A PepsiCo, Inc. *PEP* 713448108 03/12/04 507,950
1 Elect Directors For For Mgmt
1.1 Elect Director John F. Akers --- For
1.2 Elect Director Robert E. Allen ---
For
1.3 Elect Director Ray L. Hunt --- For
1.4 Elect Director Arthur C. Martinez
--- For
1.5 Elect Director Indra K. Nooyi ---
For
1.6 Elect Director Franklin D. Raines
--- For
1.7 Elect Director Steven S. Reinemund
--- For
1.8 Elect Director Sharon Percy
Rockefeller --- For
1.9 Elect Director James J. Schiro ---
For
1.10 Elect Director Franklin A. Thomas
--- For
1.11 Elect Director Cynthia M. Trudell
--- For
1.12 Elect Director Solomon D. Trujillo
--- For
1.13 Elect Director Daniel Vasella ---
For
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Report on Operational Impact of Against For ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
Given the seriousness of the issue and the fact
that the company's disclosure lags behind its
peers, we recommend a vote in favor of this
request.
04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 2,481,255
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
5 Cease Political Against Against ShrHoldr
Contributions/Activities
6 Report on Political Against Against ShrHoldr
Contributions/Activities
7 Establish Term Limits for Directors Against Against ShrHoldr
8 Report on Drug Pricing Against Against ShrHoldr
9 Limit Awards to Executives Against Against ShrHoldr
10 Amend Animal Testing Policy Against Against ShrHoldr
05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 197,300
*PVN*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A Pulte Homes Inc. *PHM* 745867101 03/16/04 117,100
1 Elect Directors For For Mgmt
1.1 Elect Director Richard J. Dugas,
Jr. --- For
1.2 Elect Director David N. McCammon
--- For
1.3 Elect Director William J. Pulte ---
For
1.4 Elect Director Francis J. Sehn ---
For
1.5 Elect Director Michael E. Rossi ---
For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditor Against For ShrHoldr
Before the corporate accounting-related
scandals of the past two years, ratification of
auditors was generally viewed as a routine
agenda item. A vote for an auditor by
shareholders is confirmation that the auditor
has objectively reviewed the company's
financial statements for compliance with
generally accepted accounting principles. Due
to the recent SEC rules on auditor independence
and increased shareholder scrutiny on this
issue, however, ratification of auditors has
turned into a more controversial agenda item.
As such, we believe that shareholders should
have the opportunity to assess the auditor's
general performance, the audit and non-audit
related fees paid by the company, and the
auditor's overall independence. We can
see no compelling reason why the company's
shareholders should not be given the right to a
non-binding ratification of the independent
auditor selected by the company's audit
committee.
05/06/04 - A Sap Ag 803054204 03/30/04 124,180
Meeting for Holders of ADRs
1 RESOLUTION ON THE APPROPRIATION OF For For Mgmt
THE RETAINED EARNINGS OF THE FISCAL
YEAR 2003
2 RESOLUTION ON THE FORMAL APPROVAL For For Mgmt
OF THE ACTS OF THE EXECUTIVE BOARD
IN THE FISCAL YEAR 2003
3 RESOLUTION ON THE FORMAL APPROVAL For For Mgmt
OF THE ACTS OF THE SUPERVISORY
BOARD IN THE FISCAL YEAR 2003
4 Ratify Auditors For For Mgmt
5 RESOLUTION ON ADJUSTMENTS TO For For Mgmt
SECTION 4 OF THE ARTICLES OF
ASSOCIATION
6 RESOLUTION ON THE AUTHORIZATION TO For For Mgmt
ACQUIRE AND USE TREASURY SHARES
7 RESOLUTION ON THE AUTHORIZATION TO For Against Mgmt
USE EQUITY DERIVATIVES IN
CONNECTION WITH THE ACQUISITION OF
TREASURY SHARES
We recommend a vote against this resolution on
the basis that it would allow the board to use
a speculative financial instrument without
sufficient safeguards.
04/14/04 - A Schlumberger Ltd. *SLB* 806857108 02/25/04 119,100
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 ADOPTION AND APPROVAL OF FINANCIALS For For Mgmt
AND DIVIDENDS
3 APPROVAL OF ADOPTION OF THE 2004 For For Mgmt
STOCK AND DEFERRAL PLAN FOR
NON-EMPLOYEE DIRECTORS
4 APPROVAL OF AUDITORS For For Mgmt
06/23/04 - A Siebel Systems, Inc. *SEBL* 826170102 04/29/04 280,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Abstain For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
05/13/04 - A SLM Corp. *SLM* 78442P106 03/15/04 434,100
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/20/04 - A Smith International, Inc. 832110100 02/27/04 117,891
*SII*
1 Elect Directors For Split Mgmt
1.1 Elect Director James R. Gibbs ---
For
We recommend a vote FOR the directors with the
exception of Jerry W. Neely. We recommend that
shareholders WITHHOLD votes from Jerry W. Neely
for standing as an affiliated outsider on the
Audit and on the Compensation committees.
1.2 Elect Director Jerry W. Neely ---
Withhold
2 Ratify Auditors For For Mgmt
04/20/04 - A Sprint Corp. *FON* 852061506 02/20/04 16,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Gordon M. Bethune
--- For
In light of the persistent and questionable
judgment displayed by the board, we recommend a
WITHHOLD vote from Linda Koch Lorimer as the
only continuing director up for re-election. It
is our stance that if the remaining continuing
directors were up for re-election, we would
recommend a withhold vote from those board
members as well.
1.2 Elect Director E. Linn Draper, Jr.
--- For
1.3 Elect Director Deborah A. Henretta
--- For
1.4 Elect Director Linda Koch Lorimer
--- Withhold
2 Ratify Auditors For For Mgmt
3 Performance- Based/Indexed Options Against For ShrHoldr
We support the general principal of
performance-based compensation, and believes
that there should be strong linkage between
company's performance and compensation at the
senior executive level. We also favor the use
of equity grants whose grant or vesting are
directly tied to the attainment of disclosed
performance criteria and the associated hurdle
rates. Sprint's long-term incentive program
utilizes time-based restricted stock grants and
stock options in 2003. Only the short-term
incentive compensation is tied to a
pre-established performance criteria. As for
stock options, the nature of the stock price
element is the performance feature of the
long-term incentive. Therefore, executives will
receive a benefit only when the stock price
increases. In light of Sprint's non
performance-based equity grants and Mr.
Forsee's 2003 compensation package, we
recommend a vote in favor of this proposal in
this case.
4 Limit Executive Compensation Against Against ShrHoldr
We agree with the spirit of the proposal and
has repeatedly stressed its concern throughout
this analysis of the compensation package of
chief executive officer Gary Forsee. However,
this proposal would arbitrarily set caps on
salary, bonus, and equity awards regardless of
the company's performance.
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Report on Foreign Outsourcing Against Abstain ShrHoldr
05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 155,900
1 Elect Directors For For Mgmt
1.1 Elect Director Michael A. Rocca ---
For
1.2 Elect Director David A. Thompson
--- For
1.3 Elect Director Stefan K.
Widensohler --- For
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Increase Authorized Common Stock For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
While we understand the proponent's concerns
with escalating CEO pay, we believe that the
proposal is unduly restrictive. The
Compensation Committee and Management
Development Committee, which is composed
entirely of independent directors, should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. Furthermore, the features of
this proposal would limit equity awards to time
based restricted shares and set arbitrary caps
on salary, bonus and severance, regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 398,900
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
Given that the plan has already expired, and
that the board has determined not to renew the
plan, this proposal has become moot. Therefore,
we recommend that shareholders vote against
this item.
7 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans. Ideally, a pill
should include a two- to three-year sunset
provision, a reasonable flip-in (20 percent or
higher), and a chewable feature allowing
shareholders to redeem the pill in the event of
a takeover offer.
8 Limit Executive Compensation Against Against ShrHoldr
Our policy is to recommend voting against
proposals that seek to set absolute levels on
compensation or otherwise dictate the amount or
form of compensation.
9 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
In this case, the company states that the Audit
Committee pre-approves all services by Ernst &
young LLP, the company's independent auditors
in compliance with the rules of Sarbanes-Oxley
Act. Also, the aggregate fees paid for 'tax
services' and 'other services' are less than
the aggregate fees paid for 'audit services'
and 'audit-related services'. Therefore, we
believe this proposal does not warrant
shareholder support.
05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 116,600
Worldwide, Inc. *HOT*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Declassify the Board of Directors For Against Mgmt
04/21/04 - A State Street Corp. (Boston) 857477103 02/27/04 117,500
*STT*
1 Elect Directors For For Mgmt
1.1 Elect Director Kennett Burnes ---
For
1.2 Elect Director David Gruber --- For
1.3 Elect Director Linda Hill --- For
1.4 Elect Director Charles Lamantia ---
For
1.5 Elect Director Robert Weissman ---
For
2 Exempt Board of Directors from Against Against ShrHoldr
Massachusetts General Laws, Chapter
156B, Section 50A(a)
Proposal would declassify the board.
05/19/04 - A Station Casinos, Inc. *STN* 857689103 03/26/04 31,077
1 Elect Directors For Split Mgmt
1.1 Elect Director Lorenzo J. Fertitta
--- Withhold
We recommend a vote FOR James E. Nave, D.V.M.
but WITHHOLD votes from all the other nominees.
We recommend that shareholders WITHHOLD votes
from insider Lorenzo J. Fertitta and affiliated
outsider Blake L. Sartini for failure to
establish a majority independent board.
1.2 Elect Director Blake L. Sartini ---
Withhold
1.3 Elect Director James E. Nave,
D.V.M. --- For
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/20/04 - A Stryker Corp. *SYK* 863667101 02/27/04 88,500
1 Elect Directors For Split Mgmt
1.1 Elect Director John W. Brown --- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Ronda E.
Stryker and Donald M. Engelman, Ph.D. We
recommend that shareholders WITHHOLD votes from
Ronda E. Stryker for standing as an affiliated
outsider on the compensation and nominating
committees and from Donald M. Engelman, Ph.D.
for standing as affiliated outsiders on the
nominating committee.
1.2 Elect Director Howard E. Cox, Jr.
--- For
1.3 Elect Director Donald M. Engelman,
Ph.D. --- Withhold
1.4 Elect Director Jerome H. Grossman,
M.D. --- For
1.5 Elect Director John S. Lillard ---
For
1.6 Elect Director William U. Parfet
--- For
1.7 Elect Director Ronda E. Stryker ---
Withhold
2 Increase Authorized Common Stock For For Mgmt
05/11/04 - A Taiwan Semiconductor 874039100 03/15/04 491,892
Manufacturing Co.
Meeting for Holders of ADRs
1 TO ACCEPT 2003 BUSINESS REPORT AND For For Mgmt
FINANCIAL STATEMENTS.
2 TO APPROVE THE PROPOSAL FOR For For Mgmt
DISTRIBUTION OF 2003 PROFITS.
3 TO APPROVE THE CAPITALIZATION OF For For Mgmt
2003 DIVIDENDS AND EMPLOYEE PROFIT
SHARING.
05/19/04 - A Target Corporation *TGT* 87612E106 03/22/04 415,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/20/04 - A Teva Pharmaceutical Industries 881624209 04/15/04 220,100
Meeting for Holders of ADRs
1 TO RECEIVE AND DISCUSS THE COMPANY For For Mgmt
S CONSOLIDATED BALANCE SHEET AS OF
DECEMBER 31, 2003 AND THE
CONSOLIDATED STATEMENTS.
2 TO APPROVE THE BOARD OF DIRECTORS For Against Mgmt
RECOMMENDATION THAT THE CASH
DIVIDEND FOR THE YEAR ENDED
DECEMBER 31, 2003, WHICH WAS PAID
IN FOUR INSTALLMENTS AND AGGREGATED
NIS 1.44 (APPROXIMATELY US$0.322)
PER ORDINARY SHARE, BE DECLARED
FINAL.
3 TO ELECT ABRAHAM E. COHEN TO SERVE For For Mgmt
FOR A THREE-YEAR TERM.
4 TO ELECT LESLIE DAN TO SERVE FOR A For For Mgmt
THREE-YEAR TERM.
5 TO ELECT PROF. MEIR HETH TO SERVE For For Mgmt
FOR A THREE-YEAR TERM.
6 TO ELECT PROF. MOSHE MANY TO SERVE For For Mgmt
FOR A THREE-YEAR TERM.
7 TO ELECT DOV SHAFIR TO SERVE FOR A For For Mgmt
THREE-YEAR TERM.
8 TO APPROVE THE PURCHASE OF DIRECTOR For Against Mgmt
S AND OFFICER S LIABILITY INSURANCE
FOR THE DIRECTORS AND OFFICERS OF
THE COMPANY.
9 Ratify Auditors For For Mgmt
04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 815,500
1 Elect Directors For For Mgmt
1.1 Elect Director James R. Adams ---
For
1.2 Elect Director David L. Boren ---
For
1.3 Elect Director Daniel A. Carp ---
For
1.4 Elect Director Thomas J. Engibous
--- For
1.5 Elect Director Gerald W.
Fronterhouse --- For
1.6 Elect Director David R. Goode ---
For
1.7 Elect Director Wayne R. Sanders ---
For
1.8 Elect Director Ruth J. Simmons ---
For
1.9 Elect Director Richard K. Templeton
--- For
1.10 Elect Director Christine Todd
Whitman --- For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
05/03/04 - A The Boeing Co. *BA* 097023105 03/05/04 84,500
1 Elect Directors For Split Mgmt
1.1 Elect Director John H. Biggs ---
Withhold
We recommend a vote FOR the directors with the
exceptions of Rozanne L. Ridgway, John E.
Bryson, and John H. Biggs. We recommend that
shareholders WITHHOLD votes from Rozanne L.
Ridgway, John E. Bryson, and John H. Biggs for
failure to implement the board declassification
and removal of the supermajority vote provision
proposals.
1.2 Elect Director John E. Bryson ---
Withhold
1.3 Elect Director Linda Z. Cook --- For
1.4 Elect Director Rozanne L. Ridgway
--- Withhold
2 Reduce Supermajority Vote For For Mgmt
Requirement
3 Ratify Auditors For For Mgmt
4 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
5 Adopt Amended Workplace Code of Against Abstain ShrHoldr
Conduct
6 Declassify the Board of Directors Against Against ShrHoldr
7 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
As a matter of policy, we recommend that
shareholders vote for all proposals that
eliminate supermajority vote requirements, as
they serve as entrenchment devices for
management and therefore are not in the
shareholders' best interest.
8 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
9 Adopt a Policy that will Commit Against For ShrHoldr
Executive & Directors to Hold at
least 75% of their Shares
In this case, although the company has stock
ownership guidelines that range from one to six
times base salary (four to six times base
salary for named executive officers), in the
absence of any long-term ownership requirement
or meaningful retention ratio policy, we
recommend a vote FOR this proposal.
10 Provide Employees Choice of Pension Against Against ShrHoldr
Plans at Retirement or Termination
05/17/04 - A The Charles Schwab Corp. *SCH* 808513105 03/18/04 392,450
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
04/21/04 - A The Coca-Cola Company *KO* 191216100 02/23/04 364,250
1 Elect Directors For Split Mgmt
1.1 Elect Director Herbert A. Allen ---
For
We recommend a vote FOR the directors with the
exception of Warren E. Buffett. We recommend
that shareholders WITHHOLD votes from Warren E.
Buffett for standing as an affiliated outsider
on the Audit Committee.
1.2 Elect Director Ronald W. Allen ---
For
1.3 Elect Director Cathleen P. Black
--- For
1.4 Elect Director Warren E. Buffett
--- Withhold
1.5 Elect Director Douglas N. Daft ---
For
1.6 Elect Director Barry Diller --- For
1.7 Elect Director Donald R. Keough ---
For
1.8 Elect Director Susan Bennett King
--- For
1.9 Elect Director Maria Elena
Lagomasino --- For
1.10 Elect Director Donald F. Mchenry
--- For
1.11 Elect Director Robert L. Nardelli
--- For
1.12 Elect Director Sam Nunn --- For
1.13 Elect Director J. Pedro Reinhard
--- For
1.14 Elect Director James D. Robinson
III --- For
1.15 Elect Director Peter V. Ueberroth
--- For
1.16 Elect Director James B. Williams
--- For
2 Ratify Auditors For For Mgmt
3 Report on Operational Impact of For For ShrHoldr
HIV/AIDS Pandemic
4 Report on Stock Option Distribution Against Abstain ShrHoldr
by Race and Gender
5 Prohibit Awards to Executives Against Against ShrHoldr
6 Submit Executive Compensation to Against For ShrHoldr
Vote
We are concerned with the disparate treatment
given to senior executives. Therefore, we
recommend voting FOR the proposal.
7 Submit Executive Compensation to Against Against ShrHoldr
Vote
8 Implement China Principles Against Against ShrHoldr
9 Separate Chairman and CEO Positions Against Against ShrHoldr
05/12/04 - A The Gap, Inc. *GPS* 364760108 03/15/04 322,550
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Limit Executive Compensation Against Against ShrHoldr
05/20/04 - A The Gillette Co. *G* 375766102 03/22/04 168,300
1 Elect Directors For For Mgmt
1.1 Elect Director Edward F. DeGraan
--- For
1.2 Elect Director Wilbur H. Gantz ---
For
1.3 Elect Director James M. Kilts ---
For
1.4 Elect Director Jorge Paulo Lemann
--- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Declassify the Board of Directors Against Against ShrHoldr
5 Prohibit Auditor from Providing Against For ShrHoldr
Non-Audit Services
Since approval of this proposal will enhance
company's transparency to shareholders and
ensure auditor independence, we support this
proposal.
6 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options (some 350) have had
flexibility in their selection of a specific
valuation methodology. Opponents of option
expensing argue that options are difficult to
value and expensing options could add
complexity and decrease transparency in
financial reporting. However, given the fact
that stock options have become an integral
component of compensation, their value cannot
be ignored and treated as "no-cost"
compensation. Given that (1) many companies use
stock options as a significant component of
overall compensation, (2) the exercise of
options result in a transfer of shareholder
value, and (3) the contingent cost of options
reduces earnings, we believe that options
should be expensed along with all other forms
of compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
06/01/04 - A The TJX Companies, Inc. *TJX* 872540109 04/12/04 263,800
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Implement ILO Based Code of Conduct Against Abstain ShrHoldr
4 Report on Vendor Standards Against Abstain ShrHoldr
5 Declassify the Board of Directors Against Against ShrHoldr
04/15/04 - A TIBCO Software, Inc. *TIBX* 88632Q103 02/18/04 430,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Vivek Y. Ranadive
--- For
We recommend a vote FOR the directors with the
exception of independent outsider William A.
Owens. We recommend that shareholders WITHHOLD
votes from William A. Owens for sitting on more
than six boards.
1.2 Elect Director Naren Gupta --- For
1.3 Elect Director Peter Job --- For
1.4 Elect Director William A. Owens ---
Withhold
1.5 Elect Director Philip K. Wood ---
For
1.6 Elect Director Eric Dunn --- For
2 Ratify Auditors For For Mgmt
05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 242,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/21/04 - A Time Warner Inc *TWX* 887317105 03/23/04 796,905
1 Elect Directors For For Mgmt
1.1 Elect Director James L. Barksdale
--- For
1.2 Elect Director Stephen F.
Bollenbach --- For
1.3 Elect Director Stephen M. Case ---
For
1.4 Elect Director Frank J. Caufield
--- For
1.5 Elect Director Robert C. Clark ---
For
1.6 Elect Director Miles R. Gilburne
--- For
1.7 Elect Director Carla A. Hills ---
For
1.8 Elect Director Reuben Mark --- For
1.9 Elect Director Michael A. Miles ---
For
1.10 Elect Director Kenneth J. Novack
--- For
1.11 Elect Director Richard D. Parsons
--- For
1.12 Elect Director R. E. Turner --- For
1.13 Elect Director Francis T. Vincent,
Jr. --- For
2 Ratify Auditors For For Mgmt
3 Adopt China Principles Against Against ShrHoldr
4 Report on Pay Disparity Against Abstain ShrHoldr
Due to escalating executive pay and the fact
that the report requested will shed some light
on company's pay practices and policies, we
believe that this proposal warrants shareholder
approval.
05/12/04 - A Tribune Co. *TRB* 896047107 03/17/04 123,100
1 Elect Directors For For Mgmt
1.1 Elect Director Jeffrey Chandler ---
For
1.2 Elect Director William A. Osborn
--- For
1.3 Elect Director Kathryn C. Turner
--- For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 12.74 percent is above the allowable cap for
this company of 6.63 percent.
04/20/04 - A U.S. Bancorp *USB* 902973304 02/26/04 184,800
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Victoria Buyniski
Gluckman --- Withhold
We recommend withholding votes from all
nominees. We recommend that shareholders
WITHHOLD votes from independent outsider
Richard G. Reiten for poor attendance and for
failure to implement the "declassification of
the board" shareholder proposal. We also
recommend that shareholders WITHHOLD votes from
independent outsiders Thomas E. Petry, Jerry W.
Levin, Arthur D. Collins, Jr., and Victoria
Buyniski Gluckman for failure to implement the
"declassification of the board" shareholder
proposal.
1.2 Elect Director Arthur D. Collins,
Jr. --- Withhold
1.3 Elect Director Jerry W. Levin ---
Withhold
1.4 Elect Director Thomas E. Petry ---
Withhold
1.5 Elect Director Richard G. Reiten
--- Withhold
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
We do like some of the elements of the
proposal, such as granting restricted stock
based on achievement of performance criteria
and vesting requirement of at least three
years. By establishing minimum vesting
provisions, shareholders are assured that
executives who received stock grants are
retained in the company and are committed to
maximize stock returns over the long-term.
However, due to the fact that the proponent
asks for a complete substitution of options
with restricted stock, we believe this proposal
is unduly restrictive. Furthermore,
setting maximum severance payment for senior
executives to one year's salary and bonus, is
lower than the generally accepted standards. We
believe that a reasonable maximum severance
payment to a senior executive is three times
the annual salary and bonus. While we
do like the proposals pertaining to restricted
stock and enhanced disclosure, the structure of
the executive compensation, as evidenced by the
reasonable CEO pay, performance-based bonuses,
and reasonable severance multiples, does not
warrant the proposed changes in executive
compensation.
4 Submit Executive Compensation to Against For ShrHoldr
Vote
Due to poor disclosure, it is difficult to
assess other post-employment benefits provided
for the company's executives and comparable
SERP packages at peer companies. Although most
terms of the SERP seem reasonable, we found the
CEO's preferential final average salary formula
to alter the size of the CEO's retirement
package.Tthe potential increase in the SERP
payout due to existing and future restricted
stock grants raises a questionable incentive.
Given the potential size of the benefits in
question, we think that a shareholder vote on
the SERP is warranted as a part of a "checks
and balances" system to ensure reasonable SERP
terms for future agreements.
5 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
Supermajority vote requirements generally serve
to lock in provisions that are harmful to
shareholders. Requiring approval of more than a
simple majority of the voting shares may
entrench management by preventing actions that
may benefit shareholders,such as precluding
proxy contests and potential takeover bids. As
a result, we believe that this proposal
warrants shareholder support.
05/06/04 - A United Parcel Service, Inc. 911312106 03/08/04 165,600
*UPS*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/14/04 - A United Technologies Corp. 913017109 02/17/04 158,150
*UTX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Disclosure of Executive Compensation Against Against ShrHoldr
4 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
5 Performance-Based/Indexed Options Against For ShrHoldr
6 Separate Chairman and CEO Positions Against Against ShrHoldr
05/12/04 - A UnitedHealth Group 91324P102 03/15/04 386,300
Incorporated *UNH*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
We support the general principle motivating
this non-binding proposal. In the wake of
financial reporting problems and excessive
executive compensation at companies like Enron
Corp., Worldcom Inc., and Tyco International
Ltd., we agree with the growing investor
consensus that companies should expense the
costs associated with stock options in order to
increase the accuracy of their financial
statements. Although companies can choose to
expense options, the Financial Accounting
Standards Board (FASB) does not require it.
Since the expensing of options lowers earnings,
most companies have elected not to do so.
Instead, most companies have opted to disclose
option values only in the footnotes to their
annual reports. In the absence of an accepted
methodology with which to value the contingent
cost of stock options, companies that have
voluntarily expensed stock options (some 350)
have had flexibility in their selection of a
specific valuation methodology. Opponents of
option expensing argue that options are
difficult to value and expensing options could
add complexity and decrease transparency in
financial reporting. However, given the fact
that stock options have become an integral
component of compensation, their value cannot
be ignored and treated as "no-cost"
compensation. Given that (1) many companies use
stock options as a significant component of
overall compensation, (2) the exercise of
options result in a transfer of shareholder
value, and (3) the contingent cost of options
reduces earnings, we believe that options
should be expensed along with all other forms
of compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
4 Limit Awards to Executives Against Against ShrHoldr
We believe that an independent compensation
committee needs to have flexibility in
constructing compensation packages for its top
managers in order to remain competitive in the
marketplace. This proposal is too restrictive,
and does not warrant shareholder approval.
05/12/04 - A Univision Communications Inc. 914906102 03/15/04 259,050
*UVN*
1 Elect Directors For Split Mgmt
1.1 Elect Director A. Jerrold Perenchio
--- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider John G.
Perenchio, and insiders McHenry T. Tichenor,
Jr., Ray Rodriguez, and A. Jerrold Perenchio.
We recommend that shareholders WITHHOLD votes
from McHenry T. Tichenor, Jr., Ray Rodriguez,
John G. Perenchio, and A. Jerrold Perenchio for
failure to establish a majority independent
board and an independent nominating committee.
1.2 Elect Director Fernando Aguirre ---
For
1.3 Elect Director Harold Gaba --- For
1.4 Elect Director Alan F. Horn --- For
1.5 Elect Director John G. Perenchio
--- Withhold
1.6 Elect Director Ray Rodriguez ---
Withhold
1.7 Elect Director McHenry T. Tichenor,
Jr. --- Withhold
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/27/04 - A VeriSign Inc *VRSN* 92343E102 03/29/04 274,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 206,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Against Against ShrHoldr
Voting
4 Require Majority of Independent Against Against ShrHoldr
Directors on Board
Because the company already satisfies our
guidelines on independence and has already
established a formal independence policy that
goes above and beyond our requirements, we
believe that this proposal does not warrant
shareholder support.
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans.
7 Submit Executive Compensation to Against For ShrHoldr
Vote
Because the SERP may confer extraordinary
benefits not included in employee-wide plans,
we believe that the proposal warrants
shareholder support.
8 Prohibit Awards to Executives Against Against ShrHoldr
We cannot support the outright prohibition on
tracking stock equity awards called for in this
proposal. Should the company in the future
decide to issue a tracking stock and concurrent
awards, we would apply our analytical criteria
at that point to decide whether such awards
deserve shareholder support.
9 Report on Stock Option Distribution Against Abstain ShrHoldr
by Race and Gender
10 Report on Political Against Against ShrHoldr
Contributions/Activities
We agree with management on this issue. The
laws that govern a company's political
activities and the company's commitment to
employees' rights regarding political
activities are stringent enough to ensure
political nonpartisanship.
11 Cease Charitable Contributions Against Against ShrHoldr
We do not believe that the fees in question
represent dubious or unreasonable charges and
agree with the company that eliminating such
charges could result in a competitive
disadvantage in the industry.
05/19/04 - A Viacom Inc. *VIA* 925524308 03/22/04 630,845
1 Elect Directors For Split Mgmt
1.1 Elect Director George S. Abrams ---
Withhold
We recommend a vote FOR the directors with the
exception of insiders Mel Karmazin, Sumner M.
Redstone and Shari Redstone, and affiliated
outsiders William Schwartz, Frederic V.
Salerno, George S. Abrams, Alan C. Greenberg,
Philippe P. Dauman and David R. Andelman. We
recommend that shareholders WITHHOLD votes from
Mel Karmazin for failure to establish a
majority independent board, and from Sumner M.
Redstone and Shari Redstone for standing as
insiders on the Nominating Committee and for
failure to establish a majority independent
board. We also recommend that shareholders
WITHHOLD votes from Frederic V. Salerno for
standing as an affiliated outsider on the Audit
and Compensation committees, and for failure to
establish a majority independent board. We also
recommend WITHHOLDING votes from William
Schwartz for standing as an affiliated outsider
on the Compensation and Nominating committees,
and for failure to establish a majority
independent board. Lastly, we recommend
WITHHOLDING votes from George S. Abrams for
standing as an affiliated outsider on the
Nominating Committee and for failure to
establish a majority independent board.
1.2 Elect Director David R. Andelman
--- Withhold
1.3 Elect Director Joseph A. Califano,
Jr. --- For
1.4 Elect Director William S. Cohen ---
For
1.5 Elect Director Philippe P. Dauman
--- Withhold
1.6 Elect Director Alan C. Greenberg
--- Withhold
1.7 Elect Director Mel Karmazin ---
Withhold
1.8 Elect Director Jan Leschly --- For
1.9 Elect Director David T. McLaughlin
--- For
1.10 Elect Director Shari Redstone ---
Withhold
1.11 Elect Director Sumner M. Redstone
--- Withhold
1.12 Elect Director Frederic V. Salerno
--- Withhold
1.13 Elect Director William Schwartz ---
Withhold
1.14 Elect Director Patty Stonesifer ---
For
1.15 Elect Director Robert D. Walter ---
For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
06/04/04 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/04 775,000
1 Elect Directors For For Mgmt
1.1 Elect Director James W. Breyer ---
For
1.2 Elect Director M. Michele Burns ---
For
1.3 Elect Director Thomas M. Coughlin
--- For
1.4 Elect Director David D. Glass ---
For
1.5 Elect Director Roland A. Hernandez
--- For
1.6 Elect Director Dawn G. Lepore ---
For
1.7 Elect Director John D. Opie --- For
1.8 Elect Director J. Paul Reason ---
For
1.9 Elect Director H. Lee Scott, Jr.
--- For
1.10 Elect Director Jack C. Shewmaker
--- For
1.11 Elect Director Jose H. Villarreal
--- For
1.12 Elect Director John T. Walton ---
For
1.13 Elect Director S. Robson Walton ---
For
1.14 Elect Director Christopher J.
Williams --- For
2 Approve Stock Option Plan For For Mgmt
3 Approve Stock Option Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Separate Chairman and CEO Positions Against Against ShrHoldr
7 Prepare Sustainability Report Against Against ShrHoldr
8 Report on Stock Option Distribution Against Abstain ShrHoldr
by Race and Gender
9 Report on Genetically Modified Against Against ShrHoldr
Organisms (GMO)
10 Prepare Diversity Report Against Abstain ShrHoldr
11 Submit Executive Compensation to Against For ShrHoldr
Vote
We acknowledge the tax benefits arising from
deferring executive compensation. However,
paying above-market interest rates on deferred
compensation is not "best practice" and results
in an additional expense to shareholders.
According to an Executive Benefits Survey (2003
Results) published by Clark Consulting, only
seven percent of the 227 participating
companies provided a bonus rate above their
base earnings rate. In addition, the increment
formula for long term participating in the plan
is unique and quite generous. We believe
shareholders may benefit from having the
opportunity to make their own evaluation of the
deferred compensation packages, especially when
such plans contain unique features beyond best
practice.
06/28/04 - S WellPoint Health Networks Inc. 94973H108 05/10/04 52,600
*WLP*
1 Approve Merger Agreement For For Mgmt
04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 98,200
1 Elect Directors For Split Mgmt
1.1 Elect Director J.A. Blanchard III
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Michael W.
Wright, Judith M. Runstad, and Donald B. Rice.
We recommend that shareholders WITHHOLD votes
from Judith M. Runstad for standing as an
affiliated outsider on the Audit Committee,
Michael W. Wright and Donald B. Rice for
standing as affiliated outsiders on the Human
Resources and Governance & Nominating
committees.
1.2 Elect Director Susan E. Engel ---
For
1.3 Elect Director Enrique Hernandez,
Jr. --- For
1.4 Elect Director Robert L. Joss ---
For
1.5 Elect Director Reatha Clark King
--- For
1.6 Elect Director Richard M.
Kovacevich --- For
1.7 Elect Director Richard D. McCormick
--- For
1.8 Elect Director Cynthia H. Milligan
--- For
1.9 Elect Director Philip J. Quigley
--- For
1.10 Elect Director Donald B. Rice ---
Withhold
1.11 Elect Director Judith M. Runstad
--- Withhold
1.12 Elect Director Stephen W. Sanger
--- For
1.13 Elect Director Susan G. Swenson ---
For
1.14 Elect Director Michael W. Wright
--- Withhold
2 Approve Retirement Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Expense Stock Options Against For ShrHoldr
Given the fact that stock options have become
an integral component of compensation, their
value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse. Moreover, this
proposal received majority support at last
year's meeting.
5 Limit Executive Compensation Against Against ShrHoldr
6 Link Executive Compensation to Against Against ShrHoldr
Social Issues
7 Report on Political Against Against ShrHoldr
Contributions/Activities
05/19/04 - A Williams-Sonoma, Inc. *WSM* 969904101 03/29/04 67,500
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/22/04 - A Wyeth *WYE* 983024100 03/12/04 319,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Drug Pricing Against Against ShrHoldr
4 Amend Animal Testing Policy Against Against ShrHoldr
05/21/04 - A Yahoo!, Inc. *YHOO* 984332106 03/25/04 435,800
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Terry S. Semel ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from insiders Terry S. Semel and
Jerry Yang, affiliated outsider Eric Hippeau,
and independent outsiders Gary L. Wilson,
Edward R. Kozel, Robert A. Kotick, Arthur H.
Kern, Ronald W. Burkle and Roy J. Bostock for
failing to remove a dead-hand, slow-hand, or
similar feature in the company's poison pill.
1.2 Elect Director Jerry Yang ---
Withhold
1.3 Elect Director Roy J. Bostock ---
Withhold
1.4 Elect Director Ronald W. Burkle ---
Withhold
1.5 Elect Director Eric Hippeau ---
Withhold
1.6 Elect Director Arthur H. Kern ---
Withhold
1.7 Elect Director Robert A. Kotick ---
Withhold
1.8 Elect Director Edward R. Kozel ---
Withhold
1.9 Elect Director Gary L. Wilson ---
Withhold
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
05/10/04 - A Zimmer Holdings Inc *ZMH* 98956P102 03/15/04 147,200
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Larry C. Glasscock
--- Withhold
We recommend that shareholders WITHHOLD votes
from independent outsiders John L. McGoldrick
and Larry C. Glasscock for failure to implement
the proposal to submit the company's poison
pill to a shareholder vote.
1.2 Elect Director John L. McGoldrick
--- Withhold
2 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's pill was not
approved by shareholders, nor does it embody
the features that we recommend. We therefore
agree with the proponent that the current pill
should be put to a shareholder vote.
3 Ratify Auditors Against For ShrHoldr
We can see no compelling reason why the
company's shareholders should not be given the
right to a non-binding ratification of the
independent auditor selected by the company's
audit committee.
Vote Summary Report
Jul 01, 2003 - Mar 03, 2004
THRIVENT LARGE CAP GROWTH PORTFOLIO II
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 15,120
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For For Mgmt
3 Change Company Name For For Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
07/30/03 - A Vodafone Group PLC 92857W100 None 8,844
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Reelect Lord MacLaurin of Knebworth For For Mgmt
as Director
4 Reelect Kenneth Hydon as Director For For Mgmt
5 Reelect Thomas Geitner as Director For For Mgmt
6 Reelect Alec Broers as Director For For Mgmt
7 Reelect Juergen Schrempp as Director For For Mgmt
8 Elect John Buchanan as Director For For Mgmt
9 Approve Final Dividend of 0.8983 For For Mgmt
Pence Per Share
10 Ratify Deloitte and Touche as For For Mgmt
Auditors
11 Authorize Board to Fix Remuneration For For Mgmt
of Auditors
12 Authorize EU Political Donations up For For Mgmt
to GBP 100,000
13 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of USD 900,000,000
14 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of USD 340,000,000
15 Authorize 6,800,000,000 Shares for For For Mgmt
Share Repurchase Program
08/11/03 - A Forest Laboratories, Inc. 345838106 06/20/03 2,000
*FRX*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For Against Mgmt
3 Ratify Auditors For For Mgmt
08/15/03 - A Microchip Technology, Inc. 595017104 06/20/03 6,500
*MCHP*
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
08/28/03 - A Medtronic, Inc. *MDT* 585055106 07/03/03 3,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
09/29/03 - A FedEx Corporation *FDX* 31428X106 08/04/03 2,300
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
Shareholder Proposal
4 Declassify the Board of Directors Against For ShrHoldr
10/06/03 - S Boston Scientific Corp. *BSX* 101137107 08/27/03 1,000
1 Increase Authorized Common Stock For For Mgmt
10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 40,640
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
4 Amend Non-Employee Director Omnibus For Against Mgmt
Stock Plan
Shareholder Proposal
5 Implement China Principles Against Against ShrHoldr
10/14/03 - A The Procter & Gamble Company 742718109 08/01/03 4,400
*PG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
Shareholder Proposals
4 Declassify the Board of Directors Against For ShrHoldr
5 Label Genetically Engineered Foods Against Against ShrHoldr
10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 4,240
1 Approve Merger Agreement For For Mgmt
11/05/03 - A Linear Technology Corp. *LLTC* 535678106 09/08/03 7,510
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
11/11/03 - A Automatic Data Processing, 053015103 09/12/03 740
Inc. *ADP*
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Approve Outside Director Stock For For Mgmt
Awards in Lieu of Cash
5 Ratify Auditors For For Mgmt
11/11/03 - A Cisco Systems, Inc. *CSCO* 17275R102 09/12/03 42,650
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
Shareholder Proposals
4 Report on Company Products Used by Against Against ShrHoldr
the Government to Monitor the
Internet
5 Report on Pay Disparity Against Against ShrHoldr
11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 51,090
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
Shareholder Proposal
4 Refrain from Giving Charitable Against Against ShrHoldr
Contributions
11/25/03 - A Fox Entertainment Group, Inc. 35138T107 09/29/03 3,300
*FOX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
01/14/04 - A Walgreen Co. *WAG* 931422109 11/17/03 11,800
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For Against Mgmt
Omnibus Stock Plan
01/22/04 - A Air Products & Chemicals, Inc. 009158106 11/28/03 1,100
*APD*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
01/22/04 - A Amdocs Limited *DOX* G02602103 11/28/03 5,100
1 Elect Directors For For Mgmt
2 Accept Financial Statements For For For Mgmt
Fiscal Year 2003
3 Amend 1998 Stock Option and For Against Mgmt
Incentive Plan
4 Approve Ernst & Young Auditors and For For Mgmt
Authorize Audit Committee of Board
to Fix Their Remuneration
02/03/04 - A Emerson Electric Co. *EMR* 291011104 11/24/03 1,500
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
02/05/04 - A ACCENTURE LTD BERMUDA *ACN* G1150G111 12/08/03 7,300
1 Appoint Dennis F. Hightower, For Mgmt
William L. Kimsey, Robert I. Lipp,
and Wulf von Schimmelmann as
Directors
2 Approve KPMG LLP as Independent For Mgmt
Auditors and Authorize Board to Fix
Their Remuneration
3 Transact Other Business (Non-Voting) None Mgmt
Not voted due to shareblocking restriction. The
potential impact on trading/loan share
activities would outweigh the economic value of
the vote.
02/24/04 - A Novartis AG H5820Q150 02/04/04 900
1 Accept Financial Statements and For Mgmt
Statutory Reports
2 Approve Discharge of the Board and For Mgmt
Senior Management
3 Approve Allocation of Income and For Mgmt
Dividends of CHF 1.00 per Share
4 Approve Transfer of CHF 360.9 For Mgmt
Million from General Reserves to
Free Reserves
5 Approve CHF 12.1 Million Reduction For Mgmt
in Share Capital via Share
Cancellation
6 Authorize Repurchase of up to Ten For Mgmt
Percent of Issued Share Capital
7 Amend Articles Re: Reduce Board For Mgmt
Terms from Four to Three Years
8.1 Approve Resignation of Walter For Mgmt
Frehner and Heini Lippuner
9 Ratify PricewaterhouseCoopers AG as For Mgmt
Auditors
Not voted due to shareblocking restriction. The
potential impact on trading/loan share
activities would outweigh the economic value of
the vote.
03/02/04 - A International Game Technology 459902102 01/02/04 150
*IGT*
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
03/03/04 - A The Walt Disney Company *DIS* 254687106 01/16/04 430
1 Elect Directors For Withhold Mgmt
2 Ratify Auditors For For Mgmt
3 China Principles Against Against ShrHoldr
4 Report on Supplier Labor Standards Against Against ShrHoldr
in China
5 Report on Amusement Park Safety Against Against ShrHoldr
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT LARGE CAP GROWTH PORTFOLIO II
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 1,300
1 Issue Shares in Connection with an For For Mgmt
Acquisition
2 Change Company Name For For Mgmt
06/24/04 - A Best Buy Co., Inc. *BBY* 086516101 04/26/04 4,770
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
06/16/04 - A BIOGEN IDEC INC *BIIB* 09062X103 04/20/04 1,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/23/04 - A/S Cognos Inc. *CSN.* 19244C109 04/26/04 2,400
1 Elect Directors For For Mgmt
2 Ratify Ernst & Young LLP as Auditors For For Mgmt
3 Amend 2003 - 2008 Stock Option Plan For For Mgmt
4 Eliminate Class of Preferred Stock For For Mgmt
06/24/04 - A eBay Inc. *EBAY* 278642103 04/26/04 6,280
1 Elect Directors For For Mgmt
1.1 Elect Director Philippe Bourguignon
--- For
1.2 Elect Director Thomas J. Tierney
--- For
1.3 Elect Director Margaret C. Whitman
--- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Increase Authorized Common Stock For Against Mgmt
The requested increase of 890,000,000 shares is
below the allowable threshold of 1,395,000,000
shares. However, the company stated that it
could use the additional shares of common stock
to oppose a hostile takeover attempt or delay
or prevent changes in control or management.
For instance, without further shareholder
approval, the company could adopt a "poison
pill" that would, under certain circumstances
related to an acquisition of shares that the
company did not approve, give certain holders
the right to acquire additional shares of
common stock at a low price. The company could
strategically sell shares of common stock in a
private transaction to purchasers who would
oppose a takeover or favor the current board.
Since the additional shares may be used
for management entrenchment purposes, we
recommend voting AGAINST this proposal.
5 Ratify Auditors For For Mgmt
6 Expense Stock Options Against For ShrHoldr
We support the general principle motivating
this non-binding proposal. In the wake of
financial reporting problems and excessive
executive compensation at companies like Enron
Corp., Worldcom Inc., and Tyco International
Ltd., we agree with the growing investor
consensus that companies should expense the
costs associated with stock options in order to
increase the accuracy of their financial
statements. Since the expensing of options
lowers earnings, most companies have elected
not to do so. Instead, most companies have
opted to disclose option values only in the
footnotes to their annual reports. However,
stock options have become an integral component
of compensation and their value cannot be
ignored and treated as "no-cost" compensation.
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
06/03/04 - A Electronics For Imaging, Inc. 286082102 04/12/04 1,900
*EFII*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
06/23/04 - A InteractiveCorp *IACI* 45840Q101 04/29/04 1,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard N. Barton
--- For
We recommend a vote FOR the directors with the
exception of independent outsider Edgar
Bronfman, Jr., affiliated outsider Diane Von
Furstenberg, and insiders Victor A. Kaufman,
Barry Diller, and Robert R. Bennett. We
recommend that shareholders WITHHOLD votes from
Edgar Bronfman, Jr. for poor attendance, from
Robert R. Bennett for standing as an insider on
the Compensation Committee and for failure to
establish an independent nominating committee,
and from Diane Von Furstenberg, Victor A.
Kaufman, and Barry Diller for failure to
establish an independent nominating committee.
1.2 Elect Director Robert R. Bennett
--- Withhold
1.3 Elect Director Edgar Bronfman, Jr.
--- Withhold
1.4 Elect Director Barry Diller ---
Withhold
1.5 Elect Director Victor A. Kaufman
--- Withhold
1.6 Elect Director Donald R. Keough ---
For
1.7 Elect Director Marie-Josee Kravis
--- For
1.8 Elect Director John C. Malone ---
For
1.9 Elect Director Steven Rattner ---
For
1.10 Elect Director Gen. H.N.
Schwarzkopf --- For
1.11 Elect Director Alan G. Spoon --- For
1.12 Elect Director Diane Von
Furstenberg --- Withhold
2 Ratify Auditors For For Mgmt
04/27/04 - A International Business 459200101 02/27/04 6,150
Machines Corp. *IBM*
1 Elect Directors For For Mgmt
1.1 Elect Director Cathleen Black ---
For
1.2 Elect Director Kenneth I. Chenault
--- For
1.3 Elect Director Carlos Ghosn --- For
1.4 Elect Director Nannerl O. Keohane
--- For
1.5 Elect Director Charles F. Knight
--- For
1.6 Elect Director Lucio A. Noto --- For
1.7 Elect Director Samuel J. Palmisano
--- For
1.8 Elect Director John B. Slaughter
--- For
1.9 Elect Director Joan E. Spero --- For
1.10 Elect Director Sidney Taurel --- For
1.11 Elect Director Charles M. Vest ---
For
1.12 Elect Director Lorenzo H. Zambrano
--- For
2 Ratify Auditors For For Mgmt
3 Ratify Auditors for the Company's For For Mgmt
Business Consulting Services Unit
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Provide for Cumulative Voting Against Against ShrHoldr
6 Amend Pension and Retirement Against Against ShrHoldr
Medical Insurance Plans
We believe the scope of the proponent's
proposal is overly broad since it asks that all
employees be allowed to choose participation in
the plan, which could be costly to
shareholders. Moreover, if the company
ultimately lost on these claims it would be
required to remedy the age discriminating
effect of its plans. Accordingly, we recommend
a vote against this proposal.
7 Submit Executive Compensation to Against For ShrHoldr
Vote
Pension fund income can distort true operating
performance, which should be the basis for
determining executive bonuses and compensation
rather than gains from defined benefit plans.
And because companies have discretion in
determining the assuptions to measure pension
obligation and expenses, there is potential for
manipulation. For example, J.P. Morgan Fleming
Asset Management found that the median expected
annual rate of return used among S&P 500
companies has remained steady at 9.2 percent
since 1997. Using a more realistic assumption
such as 6.5 percent would trim $44 billion off
S&P 500 profits just in 2003. We agree
with the principle advanced by the proposal and
believes a cleaner measure of earnings should
be applied to performance pay. A number of
companies are adopting this concept, including
General Electric, Verizon Communications and
Qwest Communications International Inc.
8 Expense Stock Options Against For ShrHoldr
We support the general principle motivating
this non-binding proposal. We agree with the
growing investor consensus that companies
should expense the costs associated with stock
options in order to increase the accuracy of
their financial statements. Although companies
can choose to expense options, the Financial
Accounting Standards Board (FASB) does not
require it. Since the expensing of options
lowers earnings, most companies have elected
not to do so. Instead, most companies have
opted to disclose option values only in the
footnotes to their annual reports. In
the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options (some 350) have had
flexibility in their selection of a specific
valuation methodology. Opponents of option
expensing argue that options are difficult to
value and expensing options could add
complexity and decrease transparency in
financial reporting. However, given the fact
that stock options have become an integral
component of compensation, their value cannot
be ignored and treated as "no-cost"
compensation. Given that (1) many companies use
stock options as a significant component of
overall compensation, (2) the exercise of
options result in a transfer of shareholder
value, and (3) the contingent cost of options
reduces earnings, we believe that options
should be expensed along with all other forms
of compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
9 Limit Awards to Executives Against Against ShrHoldr
We agree with proponent's underlying rationale
for disclosure of executive compensation.
However, the liability threshold of $2,000 is
arbitrary. Furthermore, based on the
independence of the company's compensation
committee, and the company's existing
disclosure regarding its compensation
practices, we agree with the board that the
current requirements for disclosure of
executive compensation are adequate and fair.
Therefore, we do not believe that shareholders
would receive any meaningful benefit from this
additional disclosure requirement.
10 China Principles Against Against ShrHoldr
11 Report on Political Against Against ShrHoldr
Contributions/Activities
12 Report on Executive Compensation Against For ShrHoldr
While we do not suggest that current
compensation practices have the intended
effects suggested by the shareholder, we
nonetheless support this proposal as the
additional reporting will provide shareholders
with greater transparency on compensation
policies.
05/26/04 - A International Steel Group, Inc 460377104 04/05/04 1,450
*ISG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/17/04 - A Michaels Stores, Inc. *MIK* 594087108 04/26/04 1,750
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
06/16/04 - A Netgear Inc *NTGR* 64111Q104 04/27/04 1,364
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/10/04 - A Semtech Corp. *SMTC* 816850101 04/23/04 1,450
1 Elect Directors For Split Mgmt
1.1 Elect Director Glen M. Antle --- For
We recommend a vote FOR the directors with the
exception of insiders John D. Poe and Jason L.
Carlson. We recommend that shareholders
WITHHOLD votes from John D. Poe and Jason L.
Carlson for failure to establish an independent
nominating committee.
1.2 Elect Director James P. Burra ---
For
1.3 Elect Director Jason L. Carlson ---
Withhold
1.4 Elect Director Rockell N. Hankin
--- For
1.5 Elect Director James T. Lindstrom
--- For
1.6 Elect Director John L. Piotrowski
--- For
1.7 Elect Director John D. Poe ---
Withhold
1.8 Elect Director James T. Schraith
--- For
2 Ratify Auditors For For Mgmt
06/23/04 - A Siebel Systems, Inc. *SEBL* 826170102 04/29/04 4,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Abstain For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 6,820
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
Given that the plan has already expired, and
that the board has determined not to renew the
plan, this proposal has become moot. Therefore,
we recommend that shareholders vote against
this item.
7 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans. Ideally, a pill
should include a two- to three-year sunset
provision, a reasonable flip-in (20 percent or
higher), and a chewable feature allowing
shareholders to redeem the pill in the event of
a takeover offer.
8 Limit Executive Compensation Against Against ShrHoldr
Our policy is to recommend voting against
proposals that seek to set absolute levels on
compensation or otherwise dictate the amount or
form of compensation.
9 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
In this case, the company states that the Audit
Committee pre-approves all services by Ernst &
young LLP, the company's independent auditors
in compliance with the rules of Sarbanes-Oxley
Act. Also, the aggregate fees paid for 'tax
services' and 'other services' are less than
the aggregate fees paid for 'audit services'
and 'audit-related services'. Therefore, we
believe this proposal does not warrant
shareholder support.
06/28/04 - S WellPoint Health Networks Inc. 94973H108 05/10/04 950
*WLP*
1 Approve Merger Agreement For For Mgmt
Vote Summary Report
Jul 01, 2003 - Jun 30, 2004
Thrivent Partner Growth Stock Portfolio
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
04/23/04 - A Abbott Laboratories *ABT* 002824100 02/25/04 7,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Drug Pricing Against Against ShrHoldr
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Prohibit Awards to Executives Against Against ShrHoldr
6 Report on Operational Imact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
02/05/04 - A ACCENTURE LTD BERMUDA *ACN* G1150G111 12/08/03 20,000
1 Appoint Dennis F. Hightower, For For Mgmt
William L. Kimsey, Robert I. Lipp,
and Wulf von Schimmelmann as
Directors
2 Approve KPMG LLP as Independent For For Mgmt
Auditors and Authorize Board to Fix
Their Remuneration
3 Transact Other Business (Non-Voting) None None Mgmt
05/27/04 - A Ace Ltd. *ACE* G0070K103 04/08/04 11,700
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 PROPOSAL TO APPROVE THE ACE LIMITED For For Mgmt
2004 LONG-TERM INCENTIVE PLAN.
3 PROPOSAL TO RATIFY THE APPOINTMENT For For Mgmt
OF PRICEWATERHOUSECOOPERS LLP AS
THE INDEPENDENT ACCOUNTANTS OF ACE
LIMITED FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2004.
04/28/04 - A Adobe Systems Inc. *ADBE* 00724F101 03/03/04 13,500
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Expense Stock Options Against Against ShrHoldr
4 Adopt a Plocy that will Committ Against Against ShrHoldr
Executives to Hold a Significant
Percentage of their Shares
5 Ratify Auditors For For Mgmt
10/30/03 - A Affiliated Computer Services, 008190100 09/19/03 16,100
Inc. *ACS*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 11,000
1 Elect Directors For For Mgmt
1.1 Elect Director Elizabeth E. Bailey
--- For
1.2 Elect Director Mathis Cabiallavetta
--- For
1.3 Elect Director Louis C. Camilleri
--- For
1.4 Elect Director J. Dudley Fishburn
--- For
1.5 Elect Director Robert E. R. Huntley
--- For
1.6 Elect Director Thomas W. Jones ---
For
1.7 Elect Director Lucio A. Noto --- For
1.8 Elect Director John S. Reed --- For
1.9 Elect Director Carlos Slim Helu ---
For
1.10 Elect Director Stephen M. Wolf ---
For
2 Ratify Auditors For For Mgmt
3 Report on Product Warnings for Against Against ShrHoldr
Pregnant Women
4 Report on Health Risks Associated Against Against ShrHoldr
with Cigarette Filters
5 Political Contributions/Activities Against Against ShrHoldr
6 Cease Use of Light and Ultra Light Against Against ShrHoldr
in Cigarette Marketing
7 Place Canadian Style Warnings on Against Against ShrHoldr
Cigarette Packaging
8 Separate Chairman and CEO Positions Against For ShrHoldr
Absent an offsetting governance structure, we
believe that a company of this size should be
able to find two qualified people willing to
serve in the separate positions of chairman and
CEO.
04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 16,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Directors Against Against ShrHoldr
4 Report on Political Against Against ShrHoldr
Contributions/Activities
05/19/04 - A American International Group, 026874107 03/26/04 25,500
Inc. *AIG*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Approve Non-Employee Director Stock For For Mgmt
Option Plan
4 Ratify Auditors For For Mgmt
5 Report on Political Against Against ShrHoldr
Contributions/Activities
6 Divest from Tobacco Equities Against Against ShrHoldr
7 Link Executive Compensation to Against Against ShrHoldr
Predatory Lending
05/13/04 - A Amgen, Inc. *AMGN* 031162100 03/19/04 17,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank J. Biondi, Jr.
--- For
1.2 Elect Director Jerry D. Choate ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Jerry D.
Choate. We recommend that shareholders WITHHOLD
votes from Jerry D. Choate for standing as an
affiliated outsider on the Audit and
Compensation committees.
1.3 Elect Director Frank C. Herringer
--- For
1.4 Elect Director Gilbert S. Omenn ---
For
2 Ratify Auditors For For Mgmt
3 Prepare Glass Ceiling Report Against Against ShrHoldr
4 Expense Stock Options Against Against ShrHoldr
03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 7,400
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 23,300
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
04/28/04 - A * Baker Hughes Incorporated 057224107 03/03/04 24,900
*BHI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against For ShrHoldr
4 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
06/24/04 - A Best Buy Co., Inc. *BBY* 086516101 04/26/04 17,350
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
09/27/03 - A Biomet, Inc. *BMET* 090613100 08/07/03 7,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
10/06/03 - S Boston Scientific Corp. *BSX* 101137107 08/27/03 2,800
1 Increase Authorized Common Stock For For Mgmt
05/11/04 - A Boston Scientific Corp. *BSX* 101137107 03/19/04 4,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
11/05/03 - A Cardinal Health, Inc. *CAH* 14149Y108 09/08/03 3,900
1 Elect Directors For For Mgmt
04/22/04 - A Carnival Corp. *CCL* 143658300 02/23/04 13,179
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 TO AUTHORIZE THE AUDIT COMMITTEE OF For For Mgmt
CARNIVAL PLC TO AGREE THE
REMUNERATION OF THE INDEPENDENT
AUDITORS.
4 TO RECEIVE THE ACCOUNTS AND REPORTS For For Mgmt
FOR CARNIVAL PLC FOR THE FINANCIAL
PERIOD ENDED NOVEMBER 30, 2003.
5 TO APPROVE THE DIRECTORS For For Mgmt
REMUNERATION REPORT OF CARNIVAL PLC.
6 TO APPROVE LIMITS ON THE AUTHORITY For For Mgmt
TO ALLOT SHARES BY CARNIVAL PLC.
7 TO APPROVE THE DISAPPLICATION OF For For Mgmt
PRE-EMPTION RIGHTS FOR CARNIVAL PLC
SHARES.
04/20/04 - A Cendant Corporation *CD* 151313103 02/23/04 32,400
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For For Mgmt
3 Ratify Auditors For For Mgmt
Shareholder Proposals
4 Separate Chairman and CEO Positions Against Against ShrHoldr
5 Limit Executive Compensation Against Against ShrHoldr
04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 7,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Adopt Shareholder Rights Plan For For Mgmt
(Poison Pill) Policy
4 Amend Omnibus Stock Plan For For Mgmt
5 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
6 Report on Political Against Against ShrHoldr
Contributions/Activities
7 Require Affirmative Vote of a Against Against ShrHoldr
Majority of the Shares to Elect
Directors
8 Report on Health and Environmental Against Against ShrHoldr
Initiatives in Ecuador
9 Report on Renewable Energy Against Against ShrHoldr
11/11/03 - A Cisco Systems, Inc. *CSCO* 17275R102 09/12/03 43,200
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
Shareholder Proposals
4 Report on Company Products Used by Against Against ShrHoldr
the Government to Monitor the
Internet
5 Report on Pay Disparity Against Against ShrHoldr
04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 61,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Prohibit Awards to Executives Against Against ShrHoldr
6 Separate Chairman and CEO Positions Against Against ShrHoldr
04/28/04 - A Clear Channel Communications, 184502102 03/08/04 18,200
Inc. *CCU*
1 Elect Directors For Split Mgmt
1.1 Elect Director Alan D. Feld ---
Withhold
WITHHOLD votes from Alan D. Feld for standing
as an affiliated outsider on the Compensation
Committee.
1.2 Elect Director Thomas O. Hicks ---
For
1.3 Elect Director Perry J. Lewis ---
For
1.4 Elect Director L. Lowry Mays --- For
1.5 Elect Director Mark P. Mays --- For
1.6 Elect Director Randall T. Mays ---
For
1.7 Elect Director B.J. Mccombs --- For
1.8 Elect Director Phyllis B. Riggins
--- For
1.9 Elect Director Theordore H. Strauss
--- For
1.10 Elect Director J.C. Watts --- For
1.11 Elect Director John H. Williams ---
For
2 Ratify Auditors For For Mgmt
02/16/04 - A Compass Group Plc G23296182 None 85,600
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 5.7 Pence For For Mgmt
Per Share
4 Re-elect Michael Bailey as Director For For Mgmt
5 Re-elect Denis Cassidy as Director For For Mgmt
6 Re-elect Sir Francis Mackay as For For Mgmt
Director
7 Ratify Deloitte and Touche LLP as For For Mgmt
Auditors
8 Authorise Board to Fix Remuneration For For Mgmt
of Auditors
9 Authorise EU Political Donations up For For Mgmt
to GBP 125,000
10 Amend the Compass Group UK For For Mgmt
Savings-Related Share Option
Scheme, the Compass Group PLC
Internation Sharesave Scheme, the
Compass Group Share Option Plan,
the Compass Group Management Share
Option Plan and the Compass Group
Long-Term Incentive Plan
11 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 10.8 Million
12 Authorise 216,887,191 Shares for For For Mgmt
Market Repurchase
04/29/04 - A Corning Inc. *GLW* 219350105 03/01/04 20,200
1 Elect Directors For For Mgmt
1.1 Elect Director Jeremy R. Knowles
--- For
1.2 Elect Director Eugene C. Sit --- For
1.3 Elect Director William D. Smithburg
--- For
1.4 Elect Director Hansel E. Tookes II
--- For
1.5 Elect Director Wendell P. Weeks ---
For
2 Ratify Auditors For For Mgmt
3 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
Seeking shareholder approval after the material
terms of the contract are agreed upon would
give the board a framework to work within and
prevent the excessive "pay for failure"
packages that have been witnessed at other
companies. Accordingly, we believe that this
proposal warrants shareholder support.
04/30/04 - A Credit Suisse Group (Formerly H3698D419 None 34,300
Cs Holding)
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Discharge of Board and For For Mgmt
Senior Management
3.1 Approve Allocation of Income and For For Mgmt
Omission of Dividends
3.2 Approve CHF 597.5 Million Reduction For For Mgmt
in Share Capital via Reduction in
Par Value and Repayment to
Shareholders
4 Elect Directors For For Mgmt
4.2 Reelect KPMG Klynveld Peat Marwick For For Mgmt
Goerdeler SA as Auditors
4.3 Reelect BDO Sofirom as Special For For Mgmt
Auditors
5.1 Amend Articles Re: Submission of For For Mgmt
Shareholder Proposals
5.2 Amend Articles Re: Delete For For Mgmt
Provisions Concerning Contributions
In Kind
05/26/04 - A Crown Castle International 228227104 04/01/04 34,200
Corp. *CCI*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Implement MacBride Principles Against Against ShrHoldr
05/04/04 - A Danaher Corp. *DHR* 235851102 03/10/04 1,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Develop Charter Language on Board Against Against ShrHoldr
Diversity
07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 15,100
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For For Mgmt
3 Change Company Name For For Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
04/15/04 - A E.W. Scripps Co. (The) *SSP* 811054204 02/10/04 4,500
1 Elect Directors For For Mgmt
06/24/04 - A eBay Inc. *EBAY* 278642103 04/26/04 11,100
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Increase Authorized Common Stock For Against Mgmt
Since the additional shares may be used for
management entrenchment purposes, we recommend
voting AGAINST this proposal.
5 Ratify Auditors For For Mgmt
6 Expense Stock Options Against Against ShrHoldr
05/06/04 - A Echostar Communications Corp. 278762109 03/22/04 26,100
*DISH*
1 Elect Directors For For Mgmt
1.1 Elect Director Michael T. Dugan ---
For
WITHHOLD votes from insiders David K.
Moskowitz, Charles W. Ergen, Cantey Ergen,
James DeFranco, and Michael T. Dugan for
failure to have a majority independent board.
1.2 Elect Director James Defranco ---
For
1.3 Elect Director Cantey Ergen --- For
1.4 Elect Director Charles W. Ergen ---
For
1.5 Elect Director Raymond L. Friedlob
--- For
1.6 Elect Director Steven R. Goodbarn
--- For
1.7 Elect Director David K. Moskowitz
--- For
1.8 Elect Director C. Michael Schroeder
--- For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/19/04 - A Eli Lilly and Co. *LLY* 532457108 02/13/04 1,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Limit Executive Compensation Against Against ShrHoldr
5 Report on Drug Pricing Against Against ShrHoldr
05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 18,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Restricted Stock Plan
4 Affirm Political Nonpartisanship Against Against ShrHoldr
5 Report on Political Against Against ShrHoldr
Contributions/Activities
6 Report on Equatorial Guinea Against Against ShrHoldr
7 Separate Chairman and CEO Positions Against Against ShrHoldr
8 Prohibit Awards to Executives Against Against ShrHoldr
9 Report on Stock Option Distribution Against Against ShrHoldr
by Race and Gender
10 Amend EEO Statement to Include Against For ShrHoldr
Reference to Sexual Orientation
Given the fact that company's competitors
reference sexual orientation discrimination in
their EEO statements and the fact that Mobil
did explicitly bar this type of discrimination
in its EEO statement prior to the merger with
Exxon, we believe that the company should amend
its EEO to explicitly prohibit discrimination
based on sexual orientation.
11 Report on Climate Change Research Against Against ShrHoldr
05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 14,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Provide for Cumulative Voting Against For ShrHoldr
Although the company meets the corporate
governance criteria, the company did not meet
the performance criteria. Specifically, the
company underpeformed its peer group for the
one, three and five-year fiscal total
shareholder returns. In previous years, we
recommend shareholders vote against this
proposal since the company met the corporate
governance criteria and the performance
criteria. However, the company did not meet the
performance criteria this year, therefore, the
proposal warrants shareholder support.
10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 32,100
1 Approve Merger Agreement For For Mgmt
05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 19,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/06/04 - A Fiserv, Inc. *FISV* 337738108 02/13/04 20,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
08/11/03 - A Forest Laboratories, Inc. 345838106 06/20/03 4,500
*FRX*
1 Elect Directors For Split Mgmt
1.1 Elect Director Howard Solomon ---
For
1.2 Elect Director William J. Candee,
III --- For
1.3 Elect Director George S. Cohan ---
For
1.4 Elect Director Dan L. Goldwasser
--- For
1.5 Elect Director Lester B. Salans,
M.D. --- For
1.6 Elect Director Kenneth E. Goodman
--- For
1.7 Elect Director Phillip M. Satow ---
Withhold
WITHHOLD votes from Phillip M. Satow for
standing as an affiliated outsider on the Audit
Committee.
2 Increase Authorized Common Stock For Against Mgmt
The requested increase of 1,500,000,000 shares
is above the allowable threshold of 700,000,000
shares.
3 Ratify Auditors For For Mgmt
03/31/04 - A Freddie Mac *FRE* 313400301 02/20/04 5,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 35,700
1 Elect Directors For Split Mgmt
1.1 Elect Director James I. Cash, Jr.
--- For
1.2 Elect Director Dennis D. Dammerman
--- For
1.3 Elect Director Ann M. Fudge --- For
1.4 Elect Director Claudio X. Gonzalez
--- Withhold
WITHHOLD votes from Claudio X. Gonzalez for
sitting on more than six boards.
1.5 Elect Director Jeffrey R. Immelt
--- For
1.6 Elect Director Andrea Jung --- For
1.7 Elect Director Alan G. Lafley ---
For
1.8 Elect Director Kenneth G. Langone
--- For
1.9 Elect Director Ralph S. Larsen ---
For
1.10 Elect Director Rochelle B. Lazarus
--- For
1.11 Elect Director Sam Nunn --- For
1.12 Elect Director Roger S. Penske ---
For
1.13 Elect Director Robert J. Swieringa
--- For
1.14 Elect Director Douglas A. Warner
III --- For
1.15 Elect Director Robert C. Wright ---
For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Provide for Cumulative Voting Against Against ShrHoldr
5 Eliminate Animal Testing Against Against ShrHoldr
6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr
7 Report on PCB Clean-up Against Against ShrHoldr
8 Report on Foreign Outsourcing Against Against ShrHoldr
9 Prepare Sustainability Report Against Against ShrHoldr
10 Limit Composition of Management Against Against ShrHoldr
Development and Compensation
Committee to Independent Directors
11 Report on Pay Disparity Against Against ShrHoldr
12 Limit Awards to Executives Against Against ShrHoldr
13 Limit Board Service for Other Against For ShrHoldr
Companies
Although the company maintains a policy
regarding overboarded directors, the policy
permits the maintenance of current directors
who exceed these limits if the board determines
that such director's service on the board would
not be impaired. In fact, the company has
already made an exception with regard to
director Claudio Gonzalez, who sits on over six
other public company boards. The proponent's
request would not allow the company to bypass
or alter these limits without shareholder
approval. Therefore, we believe that the
proponent's request represents a preferable
policy framework from a shareholder's
perspective. As such, we believe this item
warrants shareholder support.
14 Separate Chairman and CEO Positions Against Against ShrHoldr
15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr
Value
16 Adopt a Retention Ratio for Against Against ShrHoldr
Executives and Directors
17 Require 70% to 80% Independent Board Against Against ShrHoldr
18 Report on Political Against Against ShrHoldr
Contributions/Activities
09/22/03 - A General Mills, Inc. *GIS* 370334104 07/24/03 7,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/25/04 - A Gilead Sciences, Inc. *GILD* 375558103 04/05/04 10,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Increase Authorized Common Stock For For Mgmt
04/24/04 - A Harley-Davidson, Inc. *HDI* 412822108 03/10/04 13,700
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
06/08/04 - A/S Hermes International F48051100 None 30
Ordinary Business
1 Approve Financial Statements and For For Mgmt
Statutory Reports
2 Approve Discharge of Directors For For Mgmt
3 Approve Allocation of Income and For For Mgmt
Net Dividends of EUR 1.70 per Share
4 Accept Consolidated Financial For For Mgmt
Statements and Statutory Reports
5 Approve Special Auditors' Report For For Mgmt
Regarding Related-Party Transactions
6 Authorize Repurchase of Up to Ten For For Mgmt
Percent of Issued Share Capital
7 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
Special Business
8 Approve Reduction in Share Capital For For Mgmt
via Cancellation of Repurchased
Shares
9 Authorize Filing of Required For For Mgmt
Documents/Other Formalities
05/27/04 - A * Home Depot, Inc. (The) *HD* 437076102 03/29/04 27,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Directors Against Against ShrHoldr
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
5 Performance- Based/Indexed Options Against For ShrHoldr
6 Adopt ILO Based Code of Conduct Against Against ShrHoldr
7 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
8 Require Affirmative Vote of the Against Against ShrHoldr
Majority of the Shares to Elect
Directors
06/23/04 - A IAC / INTERACTIVECORP *IACI* 45840Q101 04/29/04 24,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard N. Barton
--- For
1.2 Elect Director Robert R. Bennett
--- Withhold
1.3 Elect Director Edgar Bronfman, Jr.
--- Withhold
1.4 Elect Director Barry Diller --- For
1.5 Elect Director Victor A. Kaufman
--- For
1.6 Elect Director Donald R. Keough ---
For
1.7 Elect Director Marie-Josee Kravis
--- For
1.8 Elect Director John C. Malone ---
For
1.9 Elect Director Steven Rattner ---
For
1.10 Elect Director Gen. H.N.
Schwarzkopf --- For
1.11 Elect Director Alan G. Spoon --- For
1.12 Elect Director Diane Von
Furstenberg --- For
2 Ratify Auditors For For Mgmt
07/18/03 - A Industria de Diseno Textil E6282J109 None 10,900
(INDITEX)
1 Approve Individual and Consolidated For For Mgmt
Financial Statements and Statutory
Reports; Discharge Directors
2 Approve Allocation of Income and For For Mgmt
Dividends
3 Elect Directors For For Mgmt
4 Amend Articles Re: General For For Mgmt
Meetings, Voting Rights, Adoption
of Resolutions, Board Composition,
Quorum Requirements, and
Establishment of Audit Committee
5 Approve Board Guidelines For For Mgmt
6 Authorize Repurchase of shares For For Mgmt
7 Authorize Board to Ratify and For For Mgmt
Execute Approved Resolutions
05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 27,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Craig R. Barrett ---
For
1.2 Elect Director Charlene Barshefsky
--- For
1.3 Elect Director E. John P. Browne
--- For
1.4 Elect Director Andrew S. Grove ---
For
1.5 Elect Director D. James Guzy ---
Withhold
We recommend a vote FOR the directors with the
exception of independent outsider D. James
Guzy. We recommend that shareholders WITHHOLD
votes from D. James Guzy for sitting on more
than six boards.
1.6 Elect Director Reed E. Hundt --- For
1.7 Elect Director Paul S. Otellini ---
For
1.8 Elect Director David S. Pottruck
--- For
1.9 Elect Director Jane E. Shaw --- For
1.10 Elect Director John L. Thornton ---
For
1.11 Elect Director David B. Yoffie ---
For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Expense Stock Options Against Against ShrHoldr
5 Limit/Prohibit Awards to Executives Against For ShrHoldr
6 Performance- Based/Indexed Options Against For ShrHoldr
03/02/04 - A * International Game 459902102 01/02/04 19,600
Technology *IGT*
1 Elect Directors For Split Mgmt
1.1 Elect Director G. Thomas Baker ---
For
1.2 Elect Director Neil Barsky --- For
1.3 Elect Director Robert A. Bittman
--- For
1.4 Elect Director Richard R. Burt ---
For
1.5 Elect Director Leslie S. Heisz ---
For
1.6 Elect Director Robert A. Mathewson
--- For
1.7 Elect Director Thomas J. Matthews
--- For
1.8 Elect Director Robert Miller ---
Withhold
1.9 Elect Director Frederick B.
Rentschler --- For
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
10/30/03 - A Intuit, Inc. *INTU* 461202103 09/02/03 7,900
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 13,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Cease Charitable Contributions Against Against ShrHoldr
06/03/04 - A Kingfisher Plc G5256E441 None 48,900
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Approve Final Dividend of 6.15 For For Mgmt
Pence Per Ordinary Share
4 Elect Duncan Tatton-Brown as For For Mgmt
Director
5 Re-elect Sir Francis Mackay as For For Mgmt
Director
6 Re-elect Michael Hepher as Director For For Mgmt
7 Re-elect Margaret Salmon as Director For For Mgmt
8 Re-appoint PricewaterhouseCoopers For For Mgmt
LLP as Auditors and Authorise Board
to Fix Remuneration of Auditors
9 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 108,526,099
10 Approve Scrip Dividend For For Mgmt
11 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to a Nominal
Value of 5 Percent of the Issued
Share Capital of the Company
12 Authorise 233,210,664 Ordinary For For Mgmt
Shares for Market Purchase
04/28/04 - A Kohl's Corp. *KSS* 500255104 03/03/04 6,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Wayne Embry --- For
1.2 Elect Director John F. Herma ---
Withhold
WITHHOLD votes from affiliated outsider John F.
Herma for standing as an affiliated outsider on
the Audit Committee and for failure to
establish a majority independent board and R.
Lawrence Montgomery for failure to establish a
majority independent board.
1.3 Elect Director R. Lawrence
Montgomery --- Withhold
1.4 Elect Director Frank V. Sica --- For
2 Ratify Auditors For For Mgmt
3 Performance-Based Stock/Indexed Against For ShrHoldr
Options
Despite the fact that certain features of the
proposal may be more rigorous than others, we
support the underlying principal of the
proposal in this case.
4 Separate Chairman and CEO Positions Against For ShrHoldr
Based on the above structure, Kohl's
Corporation did not meet most of the criteria
and therefore we recommend voting FOR this
proposal.
06/09/04 - A Liberty Media Corp. *L* 530718105 04/21/04 66,632
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert R. Bennett
--- Withhold
We recommend a vote FOR the directors with the
exception of insiders John C. Malone and Robert
R. Bennett. We recommend that shareholders
WITHHOLD votes from John C. Malone and Robert
R. Bennett for failure to establish a majority
independent board.
1.2 Elect Director Paul A. Gould --- For
1.3 Elect Director John C. Malone ---
For
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
11/13/03 - A * Maxim Integrated Products, 57772K101 09/15/03 4,600
Inc. *MXIM*
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For Against Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/03/04 - A MBNA Corp. *KRB* 55262L100 02/13/04 8,000
1 Elect Directors For Split Mgmt
1.1 Elect Director James H. Berick ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insider Bruce L. Hammonds and
affiliated outsiders Benjamin R. Civiletti
,James H. Berick and Randolph D. Lerner. We
recommend that shareholders WITHHOLD votes from
Benjamin R. Civiletti and James H. Berick for
standing as affiliated outsiders on the Audit,
Compensation and Governance committees and for
failure to establish a majority independent
board. We recommend that shareholders WITHHOLD
votes from Randolph D. Lerner and Bruce L.
Hammonds for failure to establish a majority
independent board.
1.2 Elect Director Benjamin R.
Civiletti --- Withhold
1.3 Elect Director Bruce L. Hammonds
--- Withhold
1.4 Elect Director William L. Jews ---
For
1.5 Elect Director Randolph D. Lerner
--- Withhold
1.6 Elect Director Stuart L. Markowitz
--- For
1.7 Elect Director William B. Milstead
--- For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against Against ShrHoldr
4 Require Majority of Independent Against Against ShrHoldr
Directors on Board
04/21/04 - A MEDCO Health Solutions Inc 58405U102 03/10/04 5,800
*MHS*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
08/28/03 - A Medtronic, Inc. *MDT* 585055106 07/03/03 3,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard H. Anderson
--- For
1.2 Elect Director Michael R.
Bonsignore --- For
1.3 Elect Director Gordon M. Sprenger
--- Withhold
WITHHOLD votes from Gordon M. Sprenger for
standing as an affiliated outsider on the
Compensation Committee.
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
04/20/04 - A Mellon Financial Corp. *MEL* 58551A108 02/06/04 21,100
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/19/04 - A Mercury Interactive Corp. 589405109 03/22/04 10,300
*MERQ*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
04/23/04 - A Merrill Lynch & Co., Inc. 590188108 02/24/04 15,700
*MER*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Against Against ShrHoldr
Voting
The board is not annually-elected and
shareholders do not have the ability to call
special meetings or act by written consent.
Accordingly, the proposal warrants shareholder
support.
4 Separate Chairman and CEO Positions Against Against ShrHoldr
Absent an offsetting governance structure, we
believe that a company of this size should be
able to find two qualified people willing to
serve in the separate positions of chairman and
CEO president.
05/11/04 - A MGM Mirage *MGG* 552953101 03/15/04 200
1 Elect Directors For Split Mgmt
1.1 Elect Director James D. Aljian ---
Withhold
WITHHOLD votes from Alex Yemenidjian, John T.
Redmond, James J. Murren, J. Terrence Lanni,
Kirk Kerkorian, Gary N. Jacobs, Robert H.
Baldwin, Daniel M. Wade, Alexander M. Haig, Jr.
and Terry N. Christensen for failure to
establish a majority independent board. We also
recommend that shareholders WITHHOLD votes from
James D. Aljian for standing as an insider on
the Compensation Committee, for failure to
establish a majority independent board, and
WITHHOLD votes from Willie D. Davis for sitting
on more than six boards,
1.2 Elect Director Robert H. Baldwin
--- Withhold
1.3 Elect Director Terry N. Christensen
--- Withhold
1.4 Elect Director Willie D. Davis ---
Withhold
1.5 Elect Director Alexander M. Haig,
Jr. --- Withhold
1.6 Elect Director Alexis M. Herman ---
For
1.7 Elect Director Roland Hernandez ---
For
1.8 Elect Director Gary N. Jacobs ---
Withhold
1.9 Elect Director Kirk Kerkorian ---
Withhold
1.10 Elect Director J. Terrence Lanni
--- Withhold
1.11 Elect Director George J. Mason ---
For
1.12 Elect Director James J. Murren ---
Withhold
1.13 Elect Director Ronald M. Popeil ---
For
1.14 Elect Director John T. Redmond ---
Withhold
1.15 Elect Director Daniel M. Wade ---
Withhold
1.16 Elect Director Melvin B. Wolzinger
--- For
1.17 Elect Director Alex Yemenidjian ---
Withhold
2 Ratify Auditors For For Mgmt
11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 62,400
1 Elect Directors For Split Mgmt
1.1 Elect Director William H. Gates,
III --- For
1.2 Elect Director Steven A. Ballmer
--- For
1.3 Elect Director James I. Cash, Jr.,
Ph.D. --- For
1.4 Elect Director Raymond V. Gilmartin
--- For
1.5 Elect Director Ann McLaughlin
Korologos --- For
1.6 Elect Director David F. Marquardt
--- For
1.7 Elect Director Charles H. Noski ---
For
1.8 Elect Director Dr. Helmut Panke ---
For
1.9 Elect Director Wm. G. Reed, Jr. ---
For
1.10 Elect Director Jon A. Shirley ---
Withhold
WITHHOLD votes from Jon A. Shirley for standing
as an affiliated outsider on the Audit
Committee.
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
Shareholder Proposal
4 Refrain from Giving Charitable Against Against ShrHoldr
Contributions
04/20/04 - A * Morgan Stanley *MWD* 617446448 02/20/04 8,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
5 Report on Political Against Against ShrHoldr
Contributions/Activities
05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 29,800
*NXTL*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
04/20/04 - A Northern Trust Corp. *NTRS* 665859104 03/01/04 12,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A Nucor Corp. *NUE* 670346105 03/15/04 11,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
10/02/03 - A Paychex, Inc. *PAYX* 704326107 08/04/03 3,100
1 Elect Directors For Split Mgmt
1.1 Elect Director B. Thomas Golisano
--- For
1.2 Elect Director Betsy S. Atkins ---
For
1.3 Elect Director G. Thomas Clark ---
Withhold
WITHHOLD votes from G.Thomas Clark for standing
as an affiliated outsider on the Audit
Committee.
1.4 Elect Director David J. S. Flaschen
--- For
1.5 Elect Director Phillip Horsley ---
For
1.6 Elect Director Grant M. Inman ---
For
1.7 Elect Director J. Robert Sebo ---
For
1.8 Elect Director Joseph M. Tucci ---
Withhold
WITHHOLD votes from Joseph M. Tucci for
standing as an affiliated outsider on the
Compensation Committee.
05/05/04 - A PepsiCo, Inc. *PEP* 713448108 03/12/04 5,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 51,440
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
5 Cease Political Against Against ShrHoldr
Contributions/Activities
6 Report on Political Against Against ShrHoldr
Contributions/Activities
7 Establish Term Limits for Directors Against Against ShrHoldr
8 Report on Drug Pricing Against Against ShrHoldr
9 Limit Awards to Executives Against Against ShrHoldr
10 Amend Animal Testing Policy Against Against ShrHoldr
04/07/04 - A Rio Tinto Plc (Formerly Rtz G75754104 None 21,800
Corp. Plc)
1 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 34,470,000
2 Authorise Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 6,890,000
3 Authorise 106.7 Million Rio Tinto For For Mgmt
plc Shares for Market Purchase
4 Approve the Mining Companies For For Mgmt
Comparative Plan 2004 and the Rio
Tinto Share Option Plan 2004
5 Elect Sir John Kerr as Director For For Mgmt
6 Re-elect Leigh Clifford as Director For For Mgmt
7 Re-elect Guy Elliott as Director For For Mgmt
8 Re-elect Sir Richard Sykes as For For Mgmt
Director
9 Re-elect Sir Richard Giordano as For For Mgmt
Director
10 Reappoint PricewaterhouseCoopers For For Mgmt
LLP as Auditors and Authorise Board
to Fix Their Remuneration
11 Approve Remuneration Report For For Mgmt
12 Accept Financial Statements and For For Mgmt
Statutory Reports
02/27/04 - A Samsung Electronics Co. Ltd. Y74718100 12/31/03 1,200
1 Approve Financial Statements and For For Mgmt
Appropriation of Income, with Total
Dividend of KRW 5500 Per Share
2 Elect Directors For For Mgmt
2.2 Appoint One Member of Audit For For Mgmt
Committee
2 Elect Directors For For Mgmt
3 Approve Limit on Remuneration of For For Mgmt
Directors
05/06/04 - A Sap Ag D66992104 None 195
1 Receive Financial Statements and None None Mgmt
Statutory Reports
2 Approve Allocation of Income and For For Mgmt
Dividends of EUR 0.80 per Share
3 Approve Discharge of Management For For Mgmt
Board
4 Approve Discharge of Supervisory For For Mgmt
Board
5 Ratify KPMG Deutsche For For Mgmt
Treuhand-Gesellschaft AG as Auditors
6 Amend Articles to Reflect Changes For For Mgmt
in Capital
7 Authorize Share Repurchase Program For For Mgmt
and Reissuance of Repurchased Shares
8 Authorize Use of Financial For Against Mgmt
Derivatives Method when
Repurchasing Shares
Proposal would allow the board to use a
speculative financial instrument without
sufficient safeguards.
04/14/04 - A Schlumberger Ltd. *SLB* 806857108 02/25/04 12,600
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 ADOPTION AND APPROVAL OF FINANCIALS For For Mgmt
AND DIVIDENDS
3 APPROVAL OF ADOPTION OF THE 2004 For For Mgmt
STOCK AND DEFERRAL PLAN FOR
NON-EMPLOYEE DIRECTORS
4 APPROVAL OF AUDITORS For For Mgmt
10/29/03 - A SEAGATE TECHNOLOGY *STX* G7945J104 None 7,400
1-01 Elect David Bonderman as Director For For Mgmt
1-02 Elect William W. Bradley as Director For For Mgmt
1-03 Elect James G. Coulter as Director For For Mgmt
1-04 Elect James A. Davidson as Director For For Mgmt
1-05 Elect Glenn H. Hutchins as Director For For Mgmt
1-06 Elect Donald E. Kiernan as Director For For Mgmt
1-07 Elect Stephen J. Luczo as Director For For Mgmt
1-08 Elect David F. Marquardt as Director For For Mgmt
1-09 Elect John W. Thompson as Director For For Mgmt
1-10 Elect William D. Watkins as Director For For Mgmt
1-11 Elect Edward J. Zander as Director For For Mgmt
2 Approve Section 162(m) Incentive For For Mgmt
Bonus Plan
3 Ratify Ernst & Young LLP as Auditors For For Mgmt
05/13/04 - A SLM Corp. *SLM* 78442P106 03/15/04 17,700
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
03/15/04 - A SOGECABLE SA E8900A114 None 730
1 Approve Financial Statements and For For Mgmt
Statutory Reports; Allocation of
Income
2 Approve Discharge of Directors For For Mgmt
3 Elect Directors, Including Jaime For For Mgmt
Terceira Lomba
4 Amend Articles Re: Compliance With For For Mgmt
Spanish Law Concerning External
Auditors
5 Amend Articles Re: Meeting For For Mgmt
Attendance, Chairmanship and
Adoption of Agreements, Audit
Committee and Remote Voting
6 Approve Remuneration of Directors For For Mgmt
7 Authorize Issuance of Convertible For Against Mgmt
Bonds and/or Other Debt Instruments
without Preemptive Rights;
Authorize Board to Increase Capital
to Service Conversion
Conversion of bonds provides for discounts off
market price.
8 Authorize Issuance of Convertible For For Mgmt
Bonds and/or Other Debt Instruments
with Preemptive Rights; Authorize
Board to Increase Capital to
Service Conversion
9 Authorize Share Repurchase Program For For Mgmt
10 Approve General Meeting Guidelines For For Mgmt
11 Authorize Board to Ratify and For For Mgmt
Execute Approved Resolutions
04/21/04 - A State Street Corp. (Boston) 857477103 02/27/04 20,600
*STT*
1 Elect Directors For For Mgmt
1.1 Elect Director Kennett Burnes ---
For
1.2 Elect Director David Gruber --- For
1.3 Elect Director Linda Hill --- For
1.4 Elect Director Charles Lamantia ---
For
1.5 Elect Director Robert Weissman ---
For
2 Exempt Board of Directors from Against For ShrHoldr
Massachusetts General Laws, Chapter
156B, Section 50A(a)
Shareholders should have the ability to remove
directors with or without cause and the board
should be annually elected.
04/23/04 - A STMicroelectronics N.V. *STM* N83574108 None 5,598
1 Open Meeting None None Mgmt
2 Receive Report of Management Board None None Mgmt
3 Receive Report of Supervisory Board None None Mgmt
4 Approve Financial Statements and For For Mgmt
Statutory Reports
5 Approve Discharge of Management For For Mgmt
Board
6 Approve Discharge of Supervisory For For Mgmt
Board
7 Approve Dividend of $0.12 Per For For Mgmt
Ordinary Share
8 Elect Gerald Arbola as New Member For For Mgmt
of Supervisory Board
9 Elect Didier Lombard as New Member For For Mgmt
of Supervisory Board
10 Approve Remuneration of Supervisory For For Mgmt
Board
11 Approve Employee Stock Purchase Plan For For Mgmt
12 Grant Supervisory Board Authority For For Mgmt
for Five Years to Issue All
Authorized but Unissued Shares
Restricting/Excluding Preemptive
Rights
13 Lower Quorum Requirement for For Against Mgmt
General Meeting from One-Third to
15 Percent of Issued Share Capital
Potential antitakeover device.
14 Amend Articles to Reflect Lowering For Against Mgmt
of Quorum Requirement (Item 13)
Change the quorum for the general meeting of
shareholders from one-third of
STMicroelectronics N.V.'s issued share capital
to 15 percent of STMicroelectronics N.V.'s
issued share capital and to amend the Articles
of Association in this respect. A company
representative stated that a lower quorum would
render more flexible the approval of
resolutions submitted to the general meeting.
15 Approve Company's Corporate For Against Mgmt
Governance Policy
Amend articles in connection with proposal to
lower quorum in Item 13. In the case of
STMicroelectronics N.V., two shareholders
indirectly control 17.25 percent each of the
capital.
16 Allow Questions None None Mgmt
17 Close Meeting None None Mgmt
05/14/04 - A SunGard Data Systems Inc. 867363103 03/15/04 11,400
*SDS*
1 Elect Directors For Split Mgmt
1.1 Elect Director Gregory S. Bentley
--- Withhold
WITHHOLD votes from Gregory S. Bentley for
standing as an affiliated outsider on the Audit
Committee.
1.2 Elect Director Michael C. Brooks
--- For
1.3 Elect Director Cristobal Conde ---
For
1.4 Elect Director Ramon de Oliveira
--- For
1.5 Elect Director Henry C. Duques ---
For
1.6 Elect Director Albert A. Eisenstat
--- For
1.7 Elect Director Bernard Goldstein
--- For
1.8 Elect Director Janet Brutschea
Haugen --- For
1.9 Elect Director James L. Mann --- For
1.10 Elect Director Malcolm I. Ruddock
--- For
2 Ratify Auditors For For Mgmt
08/21/03 - A Symantec Corp. *SYMC* 871503108 07/08/03 5,300
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Stock Option Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 14.01 percent is above the allowable cap for
this company of 12.88 percent.
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Ratify Auditors For For Mgmt
11/07/03 - A * SYSCO Corporation *SYY* 871829107 09/09/03 12,400
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
Shareholder Proposal
4 Report on the Impact of Genetically Against Against ShrHoldr
Engineered Products
05/19/04 - A Target Corporation *TGT* 87612E106 03/22/04 32,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/17/04 - A The Charles Schwab Corp. *SCH* 808513105 03/18/04 21,700
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/20/04 - A The Gillette Co. *G* 375766102 03/22/04 6,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Declassify the Board of Directors Against For ShrHoldr
The ability to elect directors is the single
most important use of the shareholder
franchise, and all directors should be
accountable on an annual basis.
5 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
6 Expense Stock Options Against Against ShrHoldr
03/31/04 - A The Goldman Sachs Group, Inc. 38141G104 02/02/04 2,900
*GS*
1 Elect Directors For For Mgmt
1.1 Elect Director Lloyd C. Blankfein
--- For
1.2 Elect Director Lord Browne Of
Madingley --- For
1.3 Elect Director Claes Dahlback ---
For
1.4 Elect Director James A. Johnson ---
For
1.5 Elect Director Lois D. Juliber ---
For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against For ShrHoldr
The ability to elect directors is the single
most important use of the shareholder
franchise, and all directors should be
accountable on an annual basis.
05/20/04 - A The Hartford Financial 416515104 03/22/04 10,700
Services Group, Inc. *HIG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
03/25/04 - A Tyco International Ltd. *TYC* 902124106 03/25/04 36,700
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 ADOPTION OF THE AMENDED AND For For Mgmt
RESTATED BYE-LAWS.
4 APPROVAL OF TYCO 2004 STOCK AND For For Mgmt
INCENTIVE PLAN.
5 SHAREHOLDER PROPOSAL REGARDING For For ShrHoldr
ENVIRONMENTAL REPORTING.
6 SHAREHOLDER PROPOSAL TO CHANGE TYCO Against Against ShrHoldr
S JURISDICTION OF INCORPORATION
FROM BERMUDA TO A U.S. STATE.
7 SHAREHOLDER PROPOSAL ON COMMON Against Against ShrHoldr
SENSE EXECUTIVE COMPENSATION.
04/20/04 - A U.S. Bancorp *USB* 902973304 02/26/04 25,200
1 Elect Directors For Split Mgmt
1.1 Elect Director Victoria Buyniski
Gluckman --- For
1.2 Elect Director Arthur D. Collins,
Jr. --- For
1.3 Elect Director Jerry W. Levin ---
For
1.4 Elect Director Thomas E. Petry ---
For
1.5 Elect Director Richard G. Reiten
--- Withhold
WITHHOLD votes from independent outsider
Richard G. Reiten for poor attendance.
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
4 Submit Executive Compensation to Against For ShrHoldr
Vote
Given the potential size of the benefits in
question, we think that a shareholder vote on
the SERP is warranted as a part of a "checks
and balances" system to ensure reasonable SERP
terms for future agreements.
5 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
Requiring approval of more than a simple
majority of the voting shares may entrench
management by preventing actions that may
benefit shareholders,such as precluding proxy
contests and potential takeover bids. As a
result, we believe that this proposal warrants
shareholder support.
04/15/04 - A Ubs Ag H8920M855 None 3,700
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Allocation of Income and For For Mgmt
Dividends of CHF 2.60 per Share
3 Approve Discharge of Board and For For Mgmt
Senior Management
4 Elect Directors For For Mgmt
4.3 Ratify Ernst and Young as Auditors For For Mgmt
5.1 Approve CHF 47.6 Million Reduction For For Mgmt
in Share Capital via Cancellation
of Shares
5.2 Authorize Repurchase of Issued For For Mgmt
Share Capital
04/15/04 - A Ubs Ag H8920M855 03/10/04 5,080
Meeting for Holders of ADRs
1 ANNUAL REPORT, GROUP AND PARENT For For Mgmt
COMPANY ACCOUNTS FOR 2003. REPORTS
OF THE GROUP AND STATUTORY AUDITORS
2 APPROPRIATION OF RETAINED EARNINGS. For For Mgmt
DIVIDEND FOR FINANCIAL YEAR 2003
3 DISCHARGE OF THE MEMBERS OF THE For For Mgmt
BOARD OF DIRECTORS AND THE GROUP
EXECUTIVE BOARD
4 RE-ELECTION OF BOARD MEMBER: SIR For For Mgmt
PETER DAVIS
5 ELECTION OF NEW BOARD MEMBER: For For Mgmt
STEPHAN HAERINGER
6 ELECTION OF NEW BOARD MEMBER: For For Mgmt
HELMUT PANKE
7 ELECTION OF NEW BOARD MEMBER: PETER For For Mgmt
SPUHLER
8 RE-ELECTION OF GROUP AND STATUTORY For For Mgmt
AUDITORS ERNST & YOUNG LTD., BASEL
9 CAPITAL REDUCTION: CANCELLATION OF For For Mgmt
SHARES REPURCHASED UNDER THE
2003/2004 SHARE BUYBACK PROGRAM AND
RESPECTIVE AMENDMENT OF ARTICLE 4
OF THE ARTICLES OF ASSOCIATION
10 CAPITAL REDUCTION: APPROVAL OF A For For Mgmt
NEW 2004/2005 SHARE BUYBACK PROGRAM
11 IN CASE OF AD-HOC SHAREHOLDERS For Against Mgmt
MOTIONS DURING THE ANNUAL GENERAL
MEETING, I/WE AUTHORIZE MY/OUR
PROXY TO VOTE IN ACCORDANCE WITH
THE BOARD OF DIRECTORS
Details of other business not disclosed by
company.
05/06/04 - A United Parcel Service, Inc. 911312106 03/08/04 7,900
*UPS*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/12/04 - A UnitedHealth Group 91324P102 03/15/04 41,000
Incorporated *UNH*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against Against ShrHoldr
4 Limit Awards to Executives Against Against ShrHoldr
05/12/04 - A Univision Communications Inc. 914906102 03/15/04 24,100
*UVN*
1 Elect Directors For Split Mgmt
1.1 Elect Director A. Jerrold Perenchio
--- Withhold
WITHHOLD votes from McHenry T. Tichenor, Jr.,
Ray Rodriguez, John G. Perenchio, and A.
Jerrold Perenchio for failure to establish a
majority independent board.
1.2 Elect Director Fernando Aguirre ---
For
1.3 Elect Director Harold Gaba --- For
1.4 Elect Director Alan F. Horn --- For
1.5 Elect Director John G. Perenchio
--- Withhold
1.6 Elect Director Ray Rodriguez ---
Withhold
1.7 Elect Director McHenry T. Tichenor,
Jr. --- Withhold
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/19/04 - A Viacom Inc. *VIA* 925524308 03/22/04 20,000
1 Elect Directors For Split Mgmt
1.1 Elect Director George S. Abrams ---
Withhold
WITHHOLD votes from Mel Karmazin for failure to
establish a majority independent board, and
from Sumner M. Redstone and Shari Redstone for
failure to establish a majority independent
board. We also recommend that shareholders
WITHHOLD votes from Frederic V. Salerno for
standing as an affiliated outsider on the Audit
and Compensation committees, and for failure to
establish a majority independent board. We also
recommend WITHHOLDING votes from William
Schwartz for standing as an affiliated outsider
on the Compensation Cmmittee, and for failure
to establish a majority independent board.
Lastly, we recommend WITHHOLDING votes from
George S. Abrams for failure to establish a
majority independent board.
1.2 Elect Director David R. Andelman
--- Withhold
1.3 Elect Director Joseph A. Califano,
Jr. --- For
1.4 Elect Director William S. Cohen ---
For
1.5 Elect Director Philippe P. Dauman
--- Withhold
1.6 Elect Director Alan C. Greenberg
--- Withhold
1.7 Elect Director Mel Karmazin ---
Withhold
1.8 Elect Director Jan Leschly --- For
1.9 Elect Director David T. McLaughlin
--- For
1.10 Elect Director Shari Redstone ---
Withhold
1.11 Elect Director Sumner M. Redstone
--- Withhold
1.12 Elect Director Frederic V. Salerno
--- Withhold
1.13 Elect Director William Schwartz ---
Withhold
1.14 Elect Director Patty Stonesifer ---
For
1.15 Elect Director Robert D. Walter ---
For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
07/30/03 - A Vodafone Group PLC 92857W100 None 9,100
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Reelect Lord MacLaurin of Knebworth For For Mgmt
as Director
4 Reelect Kenneth Hydon as Director For For Mgmt
5 Reelect Thomas Geitner as Director For For Mgmt
6 Reelect Alec Broers as Director For For Mgmt
7 Reelect Juergen Schrempp as Director For For Mgmt
8 Elect John Buchanan as Director For For Mgmt
9 Approve Final Dividend of 0.8983 For For Mgmt
Pence Per Share
10 Ratify Deloitte and Touche as For For Mgmt
Auditors
11 Authorize Board to Fix Remuneration For For Mgmt
of Auditors
12 Authorize EU Political Donations up For For Mgmt
to GBP 100,000
13 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of USD 900,000,000
14 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of USD 340,000,000
15 Authorize 6,800,000,000 Shares for For For Mgmt
Share Repurchase Program
07/30/03 - A Vodafone Group PLC G93882101 None 375,200
1 Accept Financial Statements and For For Mgmt
Statutory Reports
2 Approve Remuneration Report For For Mgmt
3 Reelect Lord MacLaurin of Knebworth For For Mgmt
as Director
4 Reelect Kenneth Hydon as Director For For Mgmt
5 Reelect Thomas Geitner as Director For For Mgmt
6 Reelect Alec Broers as Director For For Mgmt
7 Reelect Juergen Schrempp as Director For For Mgmt
8 Elect John Buchanan as Director For For Mgmt
9 Approve Final Dividend of 0.8983 For For Mgmt
Pence Per Share
10 Ratify Deloitte and Touche as For For Mgmt
Auditors
11 Authorize Board to Fix Remuneration For For Mgmt
of Auditors
12 Authorize EU Political Donations up For For Mgmt
to GBP 100,000
13 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of USD 900,000,000
14 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of USD 340,000,000
15 Authorize 6,800,000,000 Shares for For For Mgmt
Share Repurchase Program
02/25/04 - A Wal-Mart de Mexico S.A. de P98180105 None 39,000
C.V. (frmrly. Cifra S.A.)
Ordinary Business
1 Accept Chairman's Report For For Mgmt
2 Accept Audit Committee's Report For For Mgmt
3 Accept Supervisory Board Report For For Mgmt
4 Accept Financial Statements For For Mgmt
5 Accept Report Re: Share Repurchase For For Mgmt
Reserve
6 Cancel 27.6 Million Series C For For Mgmt
Treasury Shares
Special Business
7 Approve Conversion of Class C For For Mgmt
Shares into Class V Shares,
Increasing Voting Rights of Class C
Shareholders
Ordinary Business
8 Approve Allocation of Income For For Mgmt
9 Approve Dividend of MXN 0.44 Per For For Mgmt
Share Payable in Cash or Shares
Special Business
10 Approve MXN 1.9 Billion Increase in For For Mgmt
Variable Capital Through Issuance
of 98.4 Million Common Shares to
Service Stock Dividend Payout
Proposed in Previous Item; Cancel
Unused Portion of Capital Increase
11 Amend Articles For For Mgmt
Ordinary Business
12 Accept Report Re: Employee Stock For Against Mgmt
Option Plan
Lack of information
13 Accept Report Re: Wal-Mart de For For Mgmt
Mexico Foundation
14 Approve Discharge of Directors For For Mgmt
15 Elect Members of Management and For For Mgmt
Supervisory Boards
16 Approve Minutes of Meeting For For Mgmt
06/04/04 - A * Wal-Mart Stores, Inc. *WMT* 931142103 04/05/04 17,200
1 Elect Directors For For Mgmt
2 Approve Stock Option Plan For For Mgmt
3 Approve Stock Option Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Separate Chairman and CEO Positions Against Against ShrHoldr
7 Prepare Sustainability Report Against Against ShrHoldr
8 Report on Stock Option Distribution Against Against ShrHoldr
by Race and Gender
9 Report on Genetically Modified Against Against ShrHoldr
Organisms (GMO)
10 Prepare Diversity Report Against Against ShrHoldr
11 Submit Executive Compensation to Against For ShrHoldr
Vote
01/14/04 - A Walgreen Co. *WAG* 931422109 11/17/03 12,800
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
The total cost of the company's plans,
including the amended and restated nonemployee
director stock plan and other ongoing plans, of
7.70 percent is above the allowable cap for
this company of 5.13 percent.
06/28/04 - S WellPoint Health Networks Inc. 94973H108 05/10/04 11,600
*WLP*
1 Approve Merger Agreement For For Mgmt
04/22/04 - A Wyeth *WYE* 983024100 03/12/04 8,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Drug Pricing Against Against ShrHoldr
4 Amend Animal Testing Policy Against Against ShrHoldr
05/21/04 - A Yahoo!, Inc. *YHOO* 984332106 03/25/04 17,600
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Expense Stock Options Against Against ShrHoldr
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT LARGE CAP VALUE PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
08/27/03 - A Computer Associates 204912109 07/02/03 51,900
International, Inc. *CA*
1 Elect Directors For For
2 Approve Non-Employee Director For For
Omnibus Stock Plan
3 Ratify Auditors For For
08/11/03 - A Computer Sciences Corporation 205363104 06/13/03 10,800
*CSC*
1 Elect Directors For For
09/29/03 - A FedEx Corporation *FDX* 31428X106 08/04/03 14,500
1 Elect Directors For Split
1.1 Elect Director August A. Busch IV
--- For
We recommend a vote FOR the directors with the
exception of George J. Mitchell. We recommend
that shareholders WITHHOLD votes from George J.
Mitchell for standing as an affiliated outsider
on the Compensation and Nominating Committees.
1.2 Elect Director John A. Edwardson
--- For
1.3 Elect Director George J. Mitchell
--- Withhold
1.4 Elect Director Joshua I. Smith ---
For
2 Approve Omnibus Stock Plan For For
3 Ratify Auditors For For
Shareholder Proposal
4 Declassify the Board of Directors Against Against
09/22/03 - A General Mills, Inc. *GIS* 370334104 07/24/03 25,150
1 Elect Directors For For
1.1 Elect Director Stephen R. Demeritt
--- For
1.2 Elect Director Livio D. DeSimone
--- For
1.3 Elect Director William T. Esrey ---
For
1.4 Elect Director Raymond V. Gilmartin
--- For
1.5 Elect Director Judith Richards Hope
--- For
1.6 Elect Director Robert L. Johnson
--- For
1.7 Elect Director John M. Keenan ---
For
1.8 Elect Director Heidi G. Miller ---
For
1.9 Elect Director Hilda
Ochoa-Brillembourg --- For
1.10 Elect Director Stephen W. Sanger
--- For
1.11 Elect Director A. Michael Spence
--- For
1.12 Elect Director Dorothy A. Terrell
--- For
1.13 Elect Director Raymond G. Viault
--- For
1.14 Elect Director Paul S. Walsh --- For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
07/30/03 - A McKesson Corp. *MCK* 58155Q103 06/03/03 49,300
1 Elect Directors For For
2 Ratify Auditors For For
Shareholder Proposal
3 Submit Severance Agreement Against For
(Change-in-Control) to Shareholder
Vote
07/30/03 - A Vodafone Group PLC 92857W100 None 51,800
1 Accept Financial Statements and For For
Statutory Reports
2 Approve Remuneration Report For For
3 Reelect Lord MacLaurin of Knebworth For For
as Director
4 Reelect Kenneth Hydon as Director For For
5 Reelect Thomas Geitner as Director For For
6 Reelect Alec Broers as Director For For
7 Reelect Juergen Schrempp as Director For For
8 Elect John Buchanan as Director For For
9 Approve Final Dividend of 0.8983 For For
Pence Per Share
10 Ratify Deloitte and Touche as For For
Auditors
11 Authorize Board to Fix Remuneration For For
of Auditors
12 Authorize EU Political Donations up For For
to GBP 100,000
13 Authorize Issuance of Equity or For For
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of USD 900,000,000
14 Authorize Issuance of Equity or For For
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of USD 340,000,000
15 Authorize 6,800,000,000 Shares for For For
Share Repurchase Program
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT LARGE CAP VALUE PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 17,320
1 Increase Authorized Common Stock For For
12/11/03 - A AutoZone, Inc. *AZO* 053332102 10/14/03 5,700
1 Elect Directors For For
2 Ratify Auditors For For
11/11/03 - A Cisco Systems, Inc. *CSCO* 17275R102 09/12/03 61,200
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
Shareholder Proposals
4 Report on Company Products Used by Against Against
the Government to Monitor the
Internet
5 Report on Pay Disparity Against Against
10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 33,490
1 Approve Merger Agreement For For
11/25/03 - A Fox Entertainment Group, Inc. 35138T107 09/29/03 52,190
*FOX*
1 Elect Directors For Split
1.1 Elect Director K. Rupert Murdoch,
AC --- Withhold
We recommend a vote FOR the directors with the
exception of insiders Lachlan K. Murdoch, Arthur
M. Siskind, David F. DeVoe, Peter Chernin, and
K. Rupert Murdoch, AC. We recommend that
shareholders WITHHOLD votes from Lachlan K.
Murdoch, Arthur M. Siskind and David F. DeVoe
for failure to establish an independent
nominating committee. We also recommend that
shareholders WITHHOLD votes from Peter Chernin
and K. Rupert Murdoch for standing as insiders
on the Compensation Committee and for failure to
establish an independent nominating committee.
1.2 Elect Director Peter Chernin ---
Withhold
1.3 Elect Director David F. DeVoe ---
Withhold
1.4 Elect Director Arthur M. Siskind
--- Withhold
1.5 Elect Director Lachlan K. Murdoch
--- Withhold
1.6 Elect Director Christos M. Cotsakos
--- For
1.7 Elect Director Thomas W. Jones ---
For
1.8 Elect Director Peter Powers --- For
2 Ratify Auditors For For
10/24/03 - A Harris Corp. *HRS* 413875105 08/29/03 33,700
1 Elect Directors For For
2 Ratify Auditors For For
11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 48,400
1 Elect Directors For Split
1.1 Elect Director William H. Gates,
III --- For
We recommend a vote FOR the directors with the
exception of Jon A. Shirley. We recommend that
shareholders WITHHOLD votes from Jon A. Shirley
for standing as an affiliated outsider on the
Audit Committee.
1.2 Elect Director Steven A. Ballmer
--- For
1.3 Elect Director James I. Cash, Jr.,
Ph.D. --- For
1.4 Elect Director Raymond V. Gilmartin
--- For
1.5 Elect Director Ann McLaughlin
Korologos --- For
1.6 Elect Director David F. Marquardt
--- For
1.7 Elect Director Charles H. Noski ---
For
1.8 Elect Director Dr. Helmut Panke ---
For
1.9 Elect Director Wm. G. Reed, Jr. ---
For
1.10 Elect Director Jon A. Shirley ---
Withhold
2 Amend Omnibus Stock Plan For For
3 Amend Non-Employee Director Stock For For
Option Plan
Shareholder Proposal
4 Refrain from Giving Charitable Against Against
Contributions
10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 43,980
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Ratify Auditors For For
4 Amend Non-Employee Director Omnibus For For
Stock Plan
Shareholder Proposal
5 Implement China Principles Against Against
10/14/03 - A The Procter & Gamble Company 742718109 08/01/03 14,300
*PG*
1 Elect Directors For For
2 Ratify Auditors For For
3 Approve Non-Employee Director For Against
Omnibus Stock Plan
Shareholder Proposals
4 Declassify the Board of Directors Against Against
5 Label Genetically Engineered Foods Against Against
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
THRIVENT LARGE CAP VALUE PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 39,440
1 Elect Directors For For
2 Amend Omnibus Stock Plan For For
03/17/04 - S Bank of America Corp. *BAC* 060505104 01/26/04 68,575
1 Approve Merger Agreement For For
2 Amend Omnibus Stock Plan For For
3 Increase Authorized Common Stock For For
4 Adjourn Meeting For Against
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 15,600
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
Shareholder Proposal
3 Report on Foreign Operations Risk Against Against
01/09/04 - S Countrywide Financial Corp. 222372104 11/28/03 18,300
*CFC*
1 Increase Authorized Common Stock For For
02/03/04 - A Emerson Electric Co. *EMR* 291011104 11/24/03 6,700
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
3 Ratify Auditors For For
03/31/04 - A Freddie Mac *FRE* 313400301 02/20/04 34,075
1 Elect Directors For For
2 Ratify Auditors For For
03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 115,000
1 Elect Directors For Split
1.1 Elect Director L.T. Babbio, Jr. ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Sanford M.
Litvack. We recommend that shareholders WITHHOLD
votes from Sanford M. Litvack for poor
attendance.
1.2 Elect Director P.C. Dunn --- For
1.3 Elect Director C.S. Fiorina --- For
1.4 Elect Director R.A. Hackborn --- For
1.5 Elect Director G.A. Keyworth II ---
For
1.6 Elect Director R.E. Knowling, Jr.
--- For
1.7 Elect Director S.M. Litvack ---
Withhold
1.8 Elect Director R.L. Ryan --- For
1.9 Elect Director L.S. Salhany --- For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
4 Expense Stock Options Against For
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing argue
that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
01/28/04 - A Johnson Controls, Inc. *JCI* 478366107 11/20/03 11,200
1 Elect Directors For For
1.1 Elect Director Robert L. Barnett
--- For
1.2 Elect Director Willie D. Davis ---
For
1.3 Elect Director Jeffrey A. Joerres
--- For
1.4 Elect Director Richard F. Teerlink
--- For
2 Ratify Auditors For For
3 Amend Executive Incentive Bonus Plan For For
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
4 Amend Executive Incentive Bonus Plan For For
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
5 Approve Non-Employee Director Stock For For
Option Plan
The total cost of the company's plans of 3.20
percent is within the allowable cap for this
company of 12.31 percent.
6 Amend Restricted Stock Plan For For
The total cost of the company's plans of 3.58
percent is within the allowable cap for this
company of 12.31 percent.
03/25/04 - A Nokia Corp. 654902204 01/30/04 26,300
Meeting for Holders of ADRs
1 APPROVAL OF THE INCOME STATEMENTS For For
AND THE BALANCE SHEETS.
2 APPROVAL OF A DIVIDEND OF EUR 0.30 For For
PER SHARE.
3 APPROVAL OF THE DISCHARGE OF THE For For
CHAIRMAN, THE MEMBERS OF THE BOARD
OF DIRECTORS AND THE PRESIDENT FROM
LIABILITY.
4 Elect Directors For For
5 Ratify Auditors For For
6 APPROVAL OF THE PROPOSAL OF THE For For
BOARD TO REDUCE THE SHARE CAPITAL
THROUGH CANCELLATION OF NOKIA
SHARES HELD BY THE COMPANY
7 APPROVAL OF THE AUTHORIZATION TO For For
THE BOARD TO INCREASE THE SHARE
CAPITAL OF THE COMPANY.
8 APPROVAL OF THE AUTHORIZATION TO For For
THE BOARD TO REPURCHASE NOKIA
SHARES.
9 APPROVAL OF THE AUTHORIZATION TO For For
THE BOARD TO DISPOSE NOKIA SHARES
HELD BY THE COMPANY.
10 APPROVAL OF THE PROPOSAL OF THE For For
BOARD TO INCREASE THE CAPITAL OF
THE FOUNDATION OF NOKIA CORPORATION.
11 MARK THE FOR BOX IF YOU WISH TO None Against
INSTRUCT THE DEPOSITARY TO GIVE A
PROXY TO ANY ONE OF MARIANNA
UOTINEN-TARKOMA, ESA KAUNISTOLA,
BOTH LEGAL COUNSELS OF NOKIA
CORPORATION, TO AUTHORIZE ANY OF
THEM (WITH FULL POWER OF
SUBSTITUTION) TO VOTE, IN THEIR
DISCR
03/31/04 - A The Goldman Sachs Group, Inc. 38141G104 02/02/04 12,500
*GS*
1 Elect Directors For For
2 Ratify Auditors For For
3 Declassify the Board of Directors Against Against
03/19/04 - S The St. Paul Travelers 792860108 02/06/04 28,000
Companies, Inc. *STA*
1 Issue Shares in Connection with a For For
Merger Agreement
2 Amend Bylaws For For
3 Amend Articles For For
4 Reduce Supermajority Vote For For
Requirement
03/03/04 - A The Walt Disney Company *DIS* 254687106 01/16/04 70,300
1 Elect Directors For Split
1.1 Elect Director John E. Bryson ---
For
At the end of the day, all roads lead back to
Eisner. For 20 years Disney's revolving door for
board members and management has had one
constant ' Mr. Eisner. The boardroom battles and
management departures, which pre-date the
Disney/Gold campaign, are disappointing,
expensive, distracting, and not in the best
interest of shareholders. If there were ever a
case for separating the roles of Chairman and
CEO, this company is the poster child. Were
there a shareholder proposal on the ballot to
separate those roles, we would support it. The
withhold vote recommendation on Mr. Eisner is
meant as a signal to try a little harder, not
just on paper. The structural changes adopted
recently at Disney are too new and too untested
for investors to know whether they'll get
traction over time. We believe that shareholders
will be best served by cracking opening the door
to the boardroom. In a year's time, we'll have a
better idea if the recent reforms have taken
hold. If not, shareholders may be best served by
boardroom change. ISS recommends a vote
FOR the directors with the exception of Mr.
Eisner for whom we recommend a WITHHOLD vote.
1.2 Elect Director John S. Chen --- For
1.3 Elect Director Michael D. Eisner
--- Withhold
1.4 Elect Director Judith L. Estrin ---
For
1.5 Elect Director Robert A. Iger ---
For
1.6 Elect Director Aylwin B. Lewis ---
For
1.7 Elect Director Monica C. Lozano ---
For
1.8 Elect Director Robert W.
Matschullat --- For
1.9 Elect Director George J. Mitchell
--- For
1.10 Elect Director Leo J. O'Donovan,
S.J. --- For
1.11 Elect Director Gary L. Wilson ---
For
2 Ratify Auditors For For
3 China Principles Against Against
4 Report on Supplier Labor Standards Against Against
in China
5 Report on Amusement Park Safety Against Abstain
03/25/04 - A Tyco International Ltd. *TYC* 902124106 03/25/04 74,475
Meeting for Holders of ADRs
1 Elect Directors For For
2 Ratify Auditors For For
3 ADOPTION OF THE AMENDED AND For For
RESTATED BYE-LAWS.
4 APPROVAL OF TYCO 2004 STOCK AND For For
INCENTIVE PLAN.
5 SHAREHOLDER PROPOSAL REGARDING For For
ENVIRONMENTAL REPORTING.
6 SHAREHOLDER PROPOSAL TO CHANGE TYCO Against Against
S JURISDICTION OF INCORPORATION
FROM BERMUDA TO A U.S. STATE.
7 SHAREHOLDER PROPOSAL ON COMMON Against Against
SENSE EXECUTIVE COMPENSATION.
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT LARGE CAP VALUE PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
04/23/04 - A Abbott Laboratories *ABT* 002824100 02/25/04 9,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Drug Pricing Against Against ShrHoldr
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Prohibit Awards to Executives Against Against ShrHoldr
6 Report on Operational Imact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
04/30/04 - A Aetna Inc. *AET* 00817Y108 02/27/04 15,700
1 Elect Directors For For Mgmt
1.1 Elect Director Betsy Z. Cohen ---
For
1.2 Elect Director Barbara Hackman
Franklin --- For
1.3 Elect Director Jeffrey E. Garten
--- For
1.4 Elect Director Earl G. Graves ---
For
1.5 Elect Director Gerald Greenwald ---
For
1.6 Elect Director Ellen M. Hancock ---
For
1.7 Elect Director Michael H. Jordan
--- For
1.8 Elect Director Jack D. Kuehler ---
For
1.9 Elect Director Edward J. Ludwig ---
For
1.10 Elect Director Joseph P. Newhouse
--- For
1.11 Elect Director Judith Rodin --- For
1.12 Elect Director John W. Rowe, M.D.
--- For
1.13 Elect Director Ronald A. Williams
--- For
1.14 Elect Director R. David Yost --- For
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
4 Limit Executive Compensation Against Against ShrHoldr
We believe that the Compensation Committee,
composed entirely of independent directors,
should have the flexibility to determine the
compensation of its senior executives based on
a number of appropriate factors, rather then
relying on an arbitrary formula. Furthermore,
we believe this proposal is too restrictive, as
it would limit equity awards to time-based
restricted shares and set arbitrary caps on
salary, bonus and severance, regardless of the
company's performance. As such, this item does
not warrant shareholder approval.
04/22/04 - A Alcan Inc. *AL.* 013716105 03/03/04 15,300
1 Elect Directors For Split Mgmt
1.1 Elect Director R. Berger ---
Withhold
We recommend withholding votes from Mr. Berger
due to his poor board meeting attendance.
1.2 Elect Director L.D. Desautels ---
For
1.3 Elect Director T. Engen --- For
1.4 Elect Director L.Y. Fortier --- For
1.5 Elect Director J.P. Jacamon --- For
1.6 Elect Director W.R. Loomis --- For
1.7 Elect Director Y. Mansion --- For
1.8 Elect Director C. Morin-Postel ---
For
1.9 Elect Director J.E. Newall --- For
1.10 Elect Director G. Saint-Pierre ---
For
1.11 Elect Director G. Schulmeyer --- For
1.12 Elect Director P.M. Tellier --- For
1.13 Elect Director M.K. Wong --- For
2 Approve Auditors and Authorize For For Mgmt
Board to Fix Remuneration of
Auditors
04/30/04 - A Alcoa Inc. *AA* 013817101 02/02/04 45,295
1 Elect Directors For For Mgmt
1.1 Elect Director Alain J.P. Belda ---
For
1.2 Elect Director Carlos Ghosn --- For
1.3 Elect Director Henry B. Schacht ---
For
1.4 Elect Director Franklin A. Thomas
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Report on Pay Disparity Against Abstain ShrHoldr
4 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder
Vote
In this case, we believe that the ceiling set
by the proponent of 2.00 times the sum of an
executive's base salary and bonus is lower than
the standard threshold level of 2.99 times of
base salary and bonus of severance remuneration
for corporate executives that should be subject
to a shareholder vote. Additionally, Alcoa's
board of directors has adopted a policy to
require shareholder approval of future
severance agreements if such agreements would
result in a payment excess of 2.99 times the
salary and bonus of the executive based on the
2003 annual shareholder meeting. Therefore, we
find the proposal in this case overly
restrictive and recommend voting AGAINST it.
04/22/04 - A ALLTEL Corp. *AT* 020039103 02/24/04 20,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Ammend EEO - Sexual Orientation Against Abstain ShrHoldr
04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 55,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Product Warnings for Against Against ShrHoldr
Pregnant Women
4 Report on Health Risks Associated Against Against ShrHoldr
with Cigarette Filters
5 Political Contributions/Activities Against Against ShrHoldr
6 Cease Use of Light and Ultra Light Against Against ShrHoldr
in Cigarette Marketing
7 Place Canadian Style Warnings on Against Against ShrHoldr
Cigarette Packaging
8 Separate Chairman and CEO Positions Against Against ShrHoldr
04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 45,100
1 Elect Directors For For Mgmt
1.1 Elect Director Daniel F. Akerson
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Vernon E.
Jordan, Jr. We recommend that shareholders
WITHHOLD votes from Vernon E. Jordan, Jr. for
sitting on more than six boards.
1.2 Elect Director Charlene Barshefsky
--- For
1.3 Elect Director William G. Bowen ---
For
1.4 Elect Director Ursula M. Burns ---
For
1.5 Elect Director Kenneth I. Chenault
--- For
1.6 Elect Director Peter R. Dolan ---
For
1.7 Elect Director Vernon E. Jordan,
Jr. --- For
1.8 Elect Director Jan Leschly --- For
1.9 Elect Director Richard A. McGinn
--- For
1.10 Elect Director Edward D. Miller ---
For
1.11 Elect Director Frank P. Popoff ---
For
1.12 Elect Director Robert D. Walter ---
For
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Directors Against Against ShrHoldr
Under an effective corporate governance system,
shareholders have the right to express their
preferences each year by voting on directors at
the annual meeting. Thus, shareholders can
remove or reelect directors as they see fit.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on
political contributions, we take into account
the scope and nature of the request, the
company's adherence to laws and regulations
governing political contributions, and company
policies and additional disclosure on such
contributions. In the case of American Express,
we note that the company complies with federal,
state, and local laws regarding contributions
to political candidates or organizations.
Further, the company offers to provide
information on political contributions to
shareholders upon request. Therefore, the scope
of the disclosure requested in this proposal
may not be substantially different from
information currently available, and may not
provide any significant benefit to
shareholders. As such, it does not appear that
preparing and publicizing such reports in the
manner requested by the proponent would be the
most effective use of company assets.
05/19/04 - A American International Group, 026874107 03/26/04 54,600
Inc. *AIG*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Approve Non-Employee Director Stock For For Mgmt
Option Plan
4 Ratify Auditors For For Mgmt
5 Report on Political Against Against ShrHoldr
Contributions/Activities
6 Divest from Tobacco Equities Against Against ShrHoldr
7 Link Executive Compensation to Against Against ShrHoldr
Predatory Lending
05/17/04 - A Anthem Inc. *ATH* 03674B104 03/19/04 2,695
1 Elect Directors For For Mgmt
06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 15,805
1 Issue Shares in Connection with an For For Mgmt
Acquisition
2 Change Company Name For For Mgmt
05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 41,840
1 Elect Directors For Split Mgmt
1.1 Elect Director Eugene C. Fiedorek
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider F. H. Merelli.
We recommend that shareholders WITHHOLD votes
from F. H. Merelli for standing as an
affiliated outsider on the Audit Committee.
1.2 Elect Director Patricia Albjerg
Graham --- For
1.3 Elect Director F. H. Merelli ---
Withhold
1.4 Elect Director Raymond Plank --- For
2 Report on Greenhouse Gas Emissions Against Against ShrHoldr
05/19/04 - A AT&T Wireless Services, Inc. 00209A106 03/22/04 97,600
*AWE*
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For For Mgmt
2.1 Elect Director Nobuharu Ono --- For
2.2 Elect Director Carolyn M. Ticknor
--- For
2.3 Elect Director John D. Zeglis ---
For
3 Ratify Auditors For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
The compensation committee is composed of
entirely of independent directors and currently
sets and reviews the company's executive
compensation program. We believe that the
compensation committee should have the
flexibility to determine an executive's pay
based on a number of factors, rather then have
an arbitrary cap to determine executive
compensation. Although we agree with the
proponent that the company's compensation
program should utilize justifiable performance
criteria, the proposed caps and restrictions
would be unduly restrictive. Thus, we do not
support this proposal.
5 Prohibit Awards to Executives Against Against ShrHoldr
We believe this proposal is too restrictive, as
it would prohibit the executives from being
remunerated with stock options and severance
payments regardless of the company's
performance. As such, this item does not
warrant shareholder approval.
6 Require Affirmative Vote of a Against Against ShrHoldr
Majority of the Shares to Elect
Directors
Given that: (i) the plurality voting threshold
is the currently accepted standard for the
election of directors of publicly traded
companies, (ii) approval of this item could
disrupt board operations and the company's
financial performance in the event some or all
of the director nominees do not receive
majority support and do not get elected, (iii)
requiring a majority vote of the outstanding
shares in effect provides for a supermajority
of votes cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (iv) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not at this point
in time believe the proposed amendment warrants
shareholder support.
04/28/04 - A Baker Hughes Incorporated 057224107 03/03/04 41,200
*BHI*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Edward P. Djerejian
--- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsiders
Charles L. Watson, H. John Riley, Jr., and
Edward P. Djerejian for failure to implement
the board declassification proposal.
1.2 Elect Director H. John Riley, Jr.
--- Withhold
1.3 Elect Director Charles L. Watson
--- Withhold
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
Baker Hughes does not have a rights plan. Last
year the board adopted a policy that any future
poison pill must be ratified by shareholders
either at the time of adoption or, if advised
by a committee of independent directors, within
a year of adoption or else the pill will then
expire. We believe that such a policy strikes
an appropriate balance between the board's
exercise of its fiduciary duty and the rights
of shareholders to ensure that a future pill is
not used in an abusive fashion.
05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 76,575
1 Elect Directors For For Mgmt
1.1 Elect Director William Barnet, III
--- For
1.2 Elect Director Charles W. Coker ---
For
1.3 Elect Director John T. Collins ---
For
1.4 Elect Director Gary L. Countryman
--- For
1.5 Elect Director Paul Fulton --- For
1.6 Elect Director Charles K. Gifford
--- For
1.7 Elect Director Donald E. Guinn ---
For
1.8 Elect Director James H. Hance, Jr.
--- For
1.9 Elect Director Kenneth D. Lewis ---
For
1.10 Elect Director Walter E. Massey ---
For
1.11 Elect Director Thomas J. May --- For
1.12 Elect Director C. Steven McMillan
--- For
1.13 Elect Director Eugene M. McQuade
--- For
1.14 Elect Director Patricia E. Mitchell
--- For
1.15 Elect Director Edward L. Romero ---
For
1.16 Elect Director Thomas M. Ryan ---
For
1.17 Elect Director O. Temple Sloan, Jr.
--- For
1.18 Elect Director Meredith R. Spangler
--- For
1.19 Elect Director Jackie M. Ward ---
For
2 Ratify Auditors For For Mgmt
3 Change Date of Annual Meeting Against Against ShrHoldr
Changing the date of the annual meeting could
allow more shareholders to attend, but there is
no way to determine for sure whether attendance
would actually increase. There is no compelling
reason to change the date of the meeting.
4 Adopt Nomination Procedures for the Against Against ShrHoldr
Board
5 Charitable Contributions Against Against ShrHoldr
6 Establish Independent Committee to Against Against ShrHoldr
Review Mutual Fund Policy
In view of the company's efforts and the
disclosure expected with the final settlement
agreement, we do not support this proposal at
this time.
7 Adopt Standards Regarding Privacy Against Against ShrHoldr
and Information Security
In this case we note that Bank of America does
outsource certain positions to foreign markets
where the company has determined that service
quality, timing, or cost savings would
ultimately benefit the company and increase
shareholder value. Further we note that many
other large companies have outsourced similar
operations support and customer service jobs.
Additionally, detailed disclosure on the
company's policies regarding job outsourcing
may not provide benefits to shareholders
commensurate with the cost of preparing this
report. As such, we do not recommend support
for the proposal at this time.
05/25/04 - A Bank One Corp. 06423A103 04/02/04 45,100
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For For Mgmt
3 Ratify Auditors For For Mgmt
04/29/04 - A Basf Ag 055262505 03/23/04 27,300
Meeting for Holders of ADRs
1 ADOPTION OF A RESOLUTION ON THE For For Mgmt
APPROPRIATION OF PROFIT
2 ADOPTION OF A RESOLUTION GIVING For For Mgmt
FORMAL APPROVAL TO THE ACTIONS OF
THE SUPERVISORY BOARD
3 ADOPTION OF A RESOLUTION GIVING For For Mgmt
FORMAL APPROVAL TO THE ACTIONS OF
THE BOARD OF EXECUTIVE DIRECTORS
4 ELECTION OF AN AUDITOR FOR THE For For Mgmt
FINANCIAL YEAR 2004
5 AUTHORIZATION TO BUY BACK SHARES For For Mgmt
AND TO PUT THEM TO FURTHER USE
INCLUDING THE AUTHORIZATION TO
REDEEM BOUGHT-BACK SHARES AND
REDUCE CAPITAL
6 AUTHORIZATION TO ACQUIRE OUR OWN For Against Mgmt
SHARES USING DERIVATIVE FINANCIAL
INSTRUMENTS
The use of an independent qualified financial
intermediary and a restriction on the number or
shares that could be repurchased in this manner
would reduce risk. Considering the absence of
any indication that either of these
restrictions would apply, we consider the
potential risks to outweigh the potential
benefits. We recommend a vote against
this resolution on the basis that it would
allow the board to use a speculative financial
instrument without sufficient safeguards.
7 RESOLUTION ON THE CANCELLATION OF For For Mgmt
EXISTING AND THE CREATION OF NEW
AUTHORIZED CAPITAL AND AMENDMENT OF
THE ARTICLES OF ASSOCIATION
8 APPROVAL OF A CONTROL AND PROFIT For For Mgmt
AND LOSS TRANSFER AGREEMENT
04/26/04 - A Bellsouth Corp. *BLS* 079860102 03/08/04 60,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For Against Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
The Compensation Committee is composed of
majority independent directors and currently
sets and reviews the company's executive
compensation program. We believe that the
Compensation Committee should have the
flexibility to determine an executive's pay
based on a number of factors, rather then have
an arbitrary cap to determine executive
compensation. Although we agree with the
proponent that the restricted share program
should utilize justifiable performance criteria
and challenging performance benchmarks, the
proposed caps on restricted stock grants,
severance payments, salary and bonus, would be
unduly restrictive. Thus, we do not support
this proposal.
6 Limit Executive Compensation Against Against ShrHoldr
The Compensation Committee is composed of
majority independent directors and currently
sets and reviews the company's executive
compensation program. We believe that the
Compensation Committee should have the
flexibility to determine the CEO's pay based on
a number of factors, rather then have an
arbitrary cap to determine the CEO's
compensation. While we understand the
proponents' concerns with escalating CEO pay,
we believe that the proposed cap would be
unduly restrictive. Thus, we do not support
this proposal.
7 Report on Political Against Against ShrHoldr
Contributions/Activities
06/24/04 - A Best Buy Co., Inc. *BBY* 086516101 04/26/04 15,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
04/15/04 - A BP PLC (Form. Bp Amoco Plc ) 055622104 02/23/04 38,100
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 TO ELECT MR A BURGMANS AS A DIRECTOR For For Mgmt
3 Ratify Auditors For For Mgmt
4 TO AMEND THE ARTICLES OF For For Mgmt
ASSOCIATION OF THE COMPANY
5 TO GIVE AUTHORITY TO ALLOT SHARES For For Mgmt
UP TO A SPECIFIED AMOUNT
6 SPECIAL RESOLUTION: TO GIVE For For Mgmt
AUTHORITY TO ALLOT A LIMITED NUMBER
OF SHARES FOR CASH WITHOUT MAKING
AN OFFER TO SHAREHOLDERS
7 SPECIAL RESOLUTION: TO GIVE LIMITED For For Mgmt
AUTHORITY FOR THE PURCHASE OF ITS
OWN SHARES BY THE COMPANY
8 TO AUTHORISE THE USE OF TREASURY For For Mgmt
SHARES FOR EMPLOYEE SHARE SCHEMES
9 TO APPROVE THE DIRECTORS For For Mgmt
REMUNERATION REPORT
10 TO DETERMINE THE LIMIT FOR THE For For Mgmt
AGGREGATE REMUNERATION OF THE
NON-EXECUTIVE DIRECTORS
11 TO RECEIVE THE DIRECTORS ANNUAL For For Mgmt
REPORT AND THE ACCOUNTS
12 SPECIAL SHAREHOLDER RESOLUTION: TO Against Against ShrHoldr
INSTRUCT THE COMPANY TO PREPARE A
REPORT MAKING CERTAIN DISCLOSURES
ON MATTERS OF CONTROL AND RISK IN
PROTECTED AND SENSITIVE AREAS
05/04/04 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/08/04 46,400
1 Elect Directors For For Mgmt
1.1 Elect Director Peter R. Dolan ---
For
1.2 Elect Director Louis V. Gerstner,
Jr. --- For
1.3 Elect Director Leif Johansson ---
For
2 Ratify Auditors For For Mgmt
3 Report on Political Against Against ShrHoldr
Contributions/Activities
4 Cease Political Against Against ShrHoldr
Contributions/Activities
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Report on Operational Impact of Against For ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
Given the seriousness of the issue and the
company's stated views and commitments, we
recommend in favor of this request.
7 Require Affirmative Vote of a Against Against ShrHoldr
Majority of the Shares to Elect
Directors
In light of the SEC's proposed new rule
regarding open access, we believe that
requiring a majority vote in the election of
directors is not in shareholders' best
interests. Given that: (1) the plurality voting
threshold is the accepted standard for the
election of directors of publicly traded
companies, (2) approval of this item could
disrupt board operations and the company's
financial performance in the event certain or
all of the director nominees do not receive
majority support and do not get elected, (3)
requiring a majority vote of the outstanding
shares in effect provides for a supermajority
of votes cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (4) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not believe that
the proposed amendment warrants shareholder
support at this time.
04/21/04 - A Burlington Northern Santa Fe 12189T104 02/27/04 40,200
Corp. *BNI*
1 Elect Directors For Split Mgmt
1.1 Elect Director Alan L. Boeckmann
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsiders Marc F.
Racicot and Vilma S. Martinez. We recommend
that shareholders WITHHOLD votes from Marc F.
Racicot and Vilma S. Martinez for standing as
affiliated outsiders on the Directors and
Corporate Governance Committee, which serves as
the nominating committee.
1.2 Elect Director Vilma S. Martinez
--- Withhold
1.3 Elect Director Marc F. Racicot ---
Withhold
1.4 Elect Director Roy S. Roberts ---
For
1.5 Elect Director Matthew K. Rose ---
For
1.6 Elect Director Marc J. Shapiro ---
For
1.7 Elect Director J.C. Watts, Jr. ---
For
1.8 Elect Director Robert H. West ---
For
1.9 Elect Director J. Steven Whisler
--- For
1.10 Elect Director Edward E. Whitacre,
Jr. --- For
1.11 Elect Director Michael B. Yanney
--- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 11,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Barbara T. Alexander
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Walter
Scott, Jr. and Kenneth W. Orce. We recommend
that shareholders WITHHOLD votes from Walter
Scott, Jr. for standing as an affiliated
outsider on the Compensation and Nominating
committees, and Kenneth W. Orce for standing as
an affiliated outsider on the Nominating
Committee.
1.2 Elect Director Reuben V. Anderson
--- For
1.3 Elect Director Laird I. Grant ---
For
1.4 Elect Director Robert J. Harding
--- For
1.5 Elect Director John T. LaMacchia
--- For
1.6 Elect Director Randy L. Limbacher
--- For
1.7 Elect Director James F. McDonald
--- For
1.8 Elect Director Kenneth W. Orce ---
Withhold
1.9 Elect Director Donald M. Roberts
--- For
1.10 Elect Director James A. Runde ---
For
1.11 Elect Director John F. Schwarz ---
For
1.12 Elect Director Walter Scott, Jr.
--- Withhold
1.13 Elect Director Bobby S. Shackouls
--- For
1.14 Elect Director Steven J. Shapiro
--- For
1.15 Elect Director William E. Wade, Jr.
--- For
2 Approve Increase in Common Stock For For Mgmt
and a Stock Split
3 Ratify Auditors For For Mgmt
04/14/04 - A Caterpillar Inc. *CAT* 149123101 02/17/04 30,200
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Although we commend the company for approving
the TIDE provision to the company's rights
plan, because poison pills greatly alter the
balance of power between shareholders and
management, shareholders should be allowed to
make their own evaluation of such plans.
5 Report on Equipment Sales to Israel Against Against ShrHoldr
In this case, we agree with the company's
statement on the issue. While we recommend that
Caterpillar continuously review the risks and
opportunities associated with each market that
the company operates in, it would be overly
burdensome and potentially costly to monitor
and respond to issues resulting from the end
use of the company's products. Further, we note
that Caterpillar complies with current laws and
regulations regarding international operations.
Additionally, we agree that government
officials and organizations can better address
the political aspects of this proposal, and may
represent a more appropriate forum for these
concerns. As such, we do not recommend
shareholder support for this proposal at this
time.
6 Report on Operational Imact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
04/20/04 - A Cendant Corporation *CD* 151313103 02/23/04 65,400
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For Against Mgmt
3 Ratify Auditors For For Mgmt
Shareholder Proposals
4 Separate Chairman and CEO Positions Against Against ShrHoldr
5 Limit Executive Compensation Against Against ShrHoldr
04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 37,083
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Adopt Shareholder Rights Plan For For Mgmt
(Poison Pill) Policy
4 Amend Omnibus Stock Plan For For Mgmt
5 Report on Operational Impact of Against For ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
Given the seriousness of the issue and the
company's stated views and commitments, we
recommend in favor of this request.
6 Report on Political Against Against ShrHoldr
Contributions/Activities
7 Require Affirmative Vote of a Against Against ShrHoldr
Majority of the Shares to Elect
Directors
Given that: (1) the plurality voting threshold
is the accepted standard for the election of
directors of publicly traded companies, (2)
approval of this item could disrupt board
operations and the company's financial
performance in the event certain or all of the
director nominees do not receive majority
support and do not get elected, (3) requiring a
majority vote of the outstanding shares in
effect provides for a supermajority of votes
cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (4) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not believe that
the proposed amendment warrants shareholder
support at this time.
8 Report on Health and Environmental Against Against ShrHoldr
Initiatives in Ecuador
9 Report on Renewable Energy Against Against ShrHoldr
04/28/04 - A CIGNA Corp. *CI* 125509109 03/01/04 8,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 179,145
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
We feel that taking away the company's ability
to grant stock options is an arbitrary and
excessively restrictive proposal that could
potentially prohibit the company from
compensating employees based upon their
individual and company-wide performance. While
we are concerned that certain companies award
compensation packages without consideration of
performance hurdles, being unable to issue
stock options could hinder the company's
ability to attract and retain competent
executive officers. As such, we recommend
shareholders oppose this request.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Prohibit Awards to Executives Against Against ShrHoldr
We believe this proposal is too restrictive, as
it would prohibit the executives from being
remunerated with stock options and severance
payments regardless of the company's
performance. As such, this item does not
warrant shareholder approval.
6 Separate Chairman and CEO Positions Against Against ShrHoldr
04/28/04 - A Clear Channel Communications, 184502102 03/08/04 39,800
Inc. *CCU*
1 Elect Directors For Split Mgmt
1.1 Elect Director Alan D. Feld ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Alan D. Feld.
We recommend that shareholders WITHHOLD votes
from Alan D. Feld for standing as an affiliated
outsider on the Compensation Committee.
1.2 Elect Director Thomas O. Hicks ---
For
1.3 Elect Director Perry J. Lewis ---
For
1.4 Elect Director L. Lowry Mays --- For
1.5 Elect Director Mark P. Mays --- For
1.6 Elect Director Randall T. Mays ---
For
1.7 Elect Director B.J. Mccombs --- For
1.8 Elect Director Phyllis B. Riggins
--- For
1.9 Elect Director Theordore H. Strauss
--- For
1.10 Elect Director J.C. Watts --- For
1.11 Elect Director John H. Williams ---
For
2 Ratify Auditors For For Mgmt
05/26/04 - A Comcast Corp. *CMCSA* 20030N101 03/15/04 33,578
1 Elect Directors For For Mgmt
1.1 Elect Director S. Decker Anstrom
--- For
1.2 Elect Director C. Michael Armstrong
--- For
1.3 Elect Director Kenneth J. Bacon ---
For
1.4 Elect Director Sheldon M. Bonovitz
--- For
1.5 Elect Director Julian A. Brodsky
--- For
1.6 Elect Director Joseph L. Castle, II
--- For
1.7 Elect Director J. Michael Cook ---
For
1.8 Elect Director Brian L. Roberts ---
For
1.9 Elect Director Ralph J. Roberts ---
For
1.10 Elect Director Dr. Judith Rodin ---
For
1.11 Elect Director Michael I. Sovern
--- For
2 Ratify Auditors For For Mgmt
3 Amend Restricted Stock Plan For For Mgmt
4 Amend For For Mgmt
Articles/Bylaws/Charter-Non-Routine
5 Require Two-Thirds Majority of Against For ShrHoldr
Independent Directors on Board
Currently, according to our definition of
independence, the board consists of four
insiders, one affiliated outsiders, and six
independent outsiders. A majority of the board
members are independent outsiders, however, we
prefer that a substantial majority of the
directors be independent. In the case of
Comcast, we believe that a two-thirds
independent board is particularly important due
to Comcast's dual class ownership structure and
several insiders currently sitting on the
board. Therefore, we recommend shareholders
support this proposal.
6 Political Contributions/Activities Against Against ShrHoldr
In light of the potential costs associated with
the requested report, we recommend that
shareholders oppose this request.
7 Nominate Two Directors for every Against For ShrHoldr
open Directorships
Since approval of this proposal will provide
shareholders with greater choice during the
director election process, we recommend that
shareholders support this initiative.
8 Limit Executive Compensation Against Against ShrHoldr
We oppose this item because it could place the
company at a competitive disadvantage in
attempting to attract a qualified CEO.
9 Adopt a Recapitalization Plan Against For ShrHoldr
As a non-binding proposal, we support the
request for the company to take steps to
develop a recapitalization plan where all of
the company's outstanding stock would have one
vote. In general, we believe that simplified
capital structures where voting interests are
proportional to economic interests are
preferable to dual class structures where
management owns supervoting stock.
05/05/04 - A ConocoPhillips *COP* 20825C104 03/10/04 75,079
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
5 Limit Executive Compensation Against Against ShrHoldr
6 Report on Drilling in the Arctic Against Against ShrHoldr
National Wildlife Refuge
06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 32,700
*CFC*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/12/04 - A CVS Corporation *CVS* 126650100 03/15/04 59,810
1 Elect Directors For For Mgmt
1.1 Elect Director W. Don Cornwell ---
For
1.2 Elect Director Thomas P. Gerrity
--- For
1.3 Elect Director Stanley P. Goldstein
--- For
1.4 Elect Director Marian L. Heard ---
For
1.5 Elect Director William H. Joyce ---
For
1.6 Elect Director Terry R. Lautenbach
--- For
1.7 Elect Director Terrence Murray ---
For
1.8 Elect Director Sheli Z. Rosenberg
--- For
1.9 Elect Director Thomas M. Ryan ---
For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
While we do like some of the elements of the
proposal, such as the annual bonus based on
well-defined quantitative and qualitative
performance measures, granting of restricted
stock based on achievement of justifiable
performance criteria, we believe that an
independent Compensation Committee should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. We believe this proposal is
too restrictive, as it would limit equity
awards to restricted shares and set arbitrary
caps on salary, bonus and severance, regardless
of the company's performance. As such, this
item does not warrant shareholder approval.
04/23/04 - A Dominion Resources, Inc. *D* 25746U109 02/27/04 37,785
1 Elect Directors For For Mgmt
1.1 Elect Director Susan B. Allen ---
For
1.2 Elect Director Peter W. Brown ---
For
1.3 Elect Director Ronald J. Calise ---
For
1.4 Elect Director Thos. E. Capps ---
For
1.5 Elect Director George A. Davidson,
Jr. --- For
1.6 Elect Director John W. Harris ---
For
1.7 Elect Director Robert S. Jepson,
Jr. --- For
1.8 Elect Director Benjamin J. Lambert,
III --- For
1.9 Elect Director Richard L.
Leatherwood --- For
1.10 Elect Director Margaret A. McKenna
--- For
1.11 Elect Director Kenneth A. Randall
--- For
1.12 Elect Director Frank S. Royal ---
For
1.13 Elect Director S. Dallas Simmons
--- For
1.14 Elect Director Robert H. Spilman
--- For
1.15 Elect Director David A. Wollard ---
For
2 Ratify Auditors For For Mgmt
3 Submit Executive Compensation to Against Against ShrHoldr
Vote
We believe that such proposal will put
unnecessary restrictions on grants of awards
since any plan allowing for grant of incentive
stock options requires prior shareholder
approval. This item does not warrant
shareholder approval.
04/20/04 - A Dover Corp. *DOV* 260003108 02/27/04 17,600
1 Elect Directors For Split Mgmt
1.1 Elect Director David H. Benson ---
For
We recommend a vote FOR the directors with the
exception of Gary L. Roubos. We recommend that
shareholders WITHHOLD votes from Gary L. Roubos
for standing as an affiliated outsider on the
Audit Committee and Gary L. Roubos for standing
as an affiliated outsider on the Nominating
Committee.
1.2 Elect Director Jean-Pierre M. Ergas
--- For
1.3 Elect Director Kristiane C. Graham
--- For
1.4 Elect Director Ronald L. Hoffman
--- For
1.5 Elect Director James L. Koley ---
For
1.6 Elect Director Richard K. Lochridge
--- For
1.7 Elect Director Thomas L. Reece ---
For
1.8 Elect Director Bernard G. Rethore
--- For
1.9 Elect Director Gary L. Roubos ---
Withhold
1.10 Elect Director Michael B. Stubbs
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/28/04 - A E.I. Du Pont De Nemours & Co. 263534109 03/09/04 23,400
*DD*
1 Elect Directors For For Mgmt
1.1 Elect Director Alain J. P. Belda
--- For
1.2 Elect Director Richard H. Brown ---
For
1.3 Elect Director Curtis J. Crawford
--- For
1.4 Elect Director John T. Dillon ---
For
1.5 Elect Director Louisa C. Duemling
--- For
1.6 Elect Director Charles O. Holliday,
Jr. --- For
1.7 Elect Director Deborah C. Hopkins
--- For
1.8 Elect Director Lois D. Juliber ---
For
1.9 Elect Director Masahisa Naitoh ---
For
1.10 Elect Director William K. Reilly
--- For
1.11 Elect Director H. Rodney Sharp, III
--- For
1.12 Elect Director Charles M. Vest ---
For
2 Ratify Auditors For For Mgmt
3 Report on Executive Ties to Against Against ShrHoldr
Government
4 Adopt and Report on a Code of Against Abstain ShrHoldr
Corporate Conduct
5 Limit Executive Compensation Against For ShrHoldr
Due to escalating executive pay and the fact
that the report requested will shed some light
on company's pay practices and policies, we
believe that this proposal warrants shareholder
approval.
05/14/04 - A Entergy Corp. *ETR* 29364G103 03/17/04 20,000
1 Elect Directors For For Mgmt
1.1 Elect Director Maureen Scannell
Bateman --- For
1.2 Elect Director W. Frank Blount ---
For
1.3 Elect Director Simon D. deBree ---
For
1.4 Elect Director Claiborne P. Deming
--- For
1.5 Elect Director Alexis M. Herman ---
For
1.6 Elect Director Donald C. Hintz ---
For
1.7 Elect Director J. Wayne Leonard ---
For
1.8 Elect Director Robert v.d. Luft ---
For
1.9 Elect Director Kathleen A. Murphy
--- For
1.10 Elect Director Paul W. Murrill ---
For
1.11 Elect Director James R. Nichols ---
For
1.12 Elect Director William A. Percy, II
--- For
1.13 Elect Director Dennis H. Reilley
--- For
1.14 Elect Director Wm. Clifford Smith
--- For
1.15 Elect Director Bismark A.
Steinhagen --- For
1.16 Elect Director Steven V. Wilkinson
--- For
2 Ratify Auditors For For Mgmt
3 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder
Vote
We generally support the submission of
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval, which would
limit a board's negotiating flexibility.
However, the company appears to have a policy
in place that is consistent with the proposal.
Therefore, we believe this proposal is moot and
does not warrant shareholder support.
4 Restore or Provide for Cumulative Against Against ShrHoldr
Voting
5 Prohibit Awards to Executives Against Against ShrHoldr
We believe that an independent compensation
committee needs to have flexibility in
constructing compensation packages for its top
managers in order to remain competitive in the
marketplace. The prohibition of all future
stock options, SARs and severance packages
would effectively limit the company's ability
to retain and attract qualified management.
This proposal is too restrictive, and does not
warrant shareholder approval.
05/04/04 - A EOG Resources, Inc. *EOG* 26875P101 03/08/04 19,910
1 Elect Directors For For Mgmt
1.1 Elect Director George A. Alcorn ---
For
1.2 Elect Director Charles R. Crisp ---
For
1.3 Elect Director Mark G. Papa --- For
1.4 Elect Director Edmund P. Segner,
III --- For
1.5 Elect Director Donald F. Textor ---
For
1.6 Elect Director Frank G. Wisner ---
For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/19/04 - A Equity Office Properties Trust 294741103 03/12/04 22,100
*EOP*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Exelon Corp. *EXC* 30161N101 03/01/04 29,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 155,100
1 Elect Directors For For Mgmt
1.1 Elect Director Michael J. Boskin
--- For
1.2 Elect Director James R. Houghton
--- For
1.3 Elect Director William R. Howell
--- For
1.4 Elect Director Reatha Clark King
--- For
1.5 Elect Director Philip E. Lippincott
--- For
1.6 Elect Director Harry J. Longwell
--- For
1.7 Elect Director Henry A. McKinnell,
Jr. --- For
1.8 Elect Director Marilyn Carlson
Nelson --- For
1.9 Elect Director Lee R. Raymond ---
For
1.10 Elect Director Walter V. Shipley
--- For
1.11 Elect Director Rex W. Tillerson ---
For
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Restricted Stock Plan
4 Affirm Political Nonpartisanship Against Against ShrHoldr
5 Report on Political Against Against ShrHoldr
Contributions/Activities
6 Report on Equatorial Guinea Against Against ShrHoldr
7 Separate Chairman and CEO Positions Against Against ShrHoldr
8 Prohibit Awards to Executives Against Against ShrHoldr
For its long term compensation, ExxonMobil
switched from options to restricted stock two
years ago, as the board believes restricted
stock to be more effective in retaining
employees and in meeting shareholder
expectations. For senior executives, the
restricted stock carries rigorous vesting
requirements: 50 percent vesting over five
years and the remaining over another five. In
this case, the proposal requests a total ban on
rights, options, SARs and severance payments
and is therefore unduly restrictive.
9 Report on Stock Option Distribution Against Abstain ShrHoldr
by Race and Gender
10 Amend EEO Statement to Include Against Abstain ShrHoldr
Reference to Sexual Orientation
11 Report on Climate Change Research Against Against ShrHoldr
Therefore, based on the broad scope of the
proposal and the associated practical
considerations of publishing this information,
recent improvements in disclosure made by the
company, and our concerns regarding the value
that the requested information would provide to
shareholders, we do not recommend support for
this resolution.
05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 36,305
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Provide for Cumulative Voting Against Against ShrHoldr
05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 43,590
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/04 - A FirstEnergy Corporation *FE* 337932107 03/23/04 36,000
1 Elect Directors For For Mgmt
1.1 Elect Director Paul T. Addison ---
For
1.2 Elect Director Ernest J. Novak, Jr.
--- For
1.3 Elect Director John M. Pietruski
--- For
1.4 Elect Director Catherine A. Rein
--- For
1.5 Elect Director Robert C. Savage ---
For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For Against Mgmt
4 Reduce Supermajority Vote For For Mgmt
Requirement
5 Approve Deferred Compensation Plan For For Mgmt
6 Approve Deferred Compensation Plan For For Mgmt
7 Expense Stock Options Against For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with other forms of compensation
to better reflect the company's true earnings
and provide additional discipline against
overuse.
8 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's rights plan was not
approved by shareholders nor does it embody the
above features that we recommend. We therefore
agree with the proponent that the current pill
should be put to a shareholder vote or redeemed
and that any new pill be put to a shareholder
vote. Even if the company's current pill ends
up being redeemed as planned, this proposal
deserves shareholder support because of it
calls on the board to submit future pills to a
shareholder vote as well.
9 Report on Political Against Against ShrHoldr
Contributions/Activities
10 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We support the shareholder proposal as it
relates to ex post facto ratification of golden
parachutes and severance plans.
05/21/04 - A FPL Group, Inc. *FPL* 302571104 03/16/04 26,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Approve Executive Incentive Bonus For For Mgmt
Plan
6 Increase Authorized Common Stock For For Mgmt
05/05/04 - A General Dynamics Corp. *GD* 369550108 03/12/04 7,600
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans.
4 Report on Foreign Military Sales Against Against ShrHoldr
04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 42,700
1 Elect Directors For Split Mgmt
1.1 Elect Director James I. Cash, Jr.
--- For
We recommend a vote FOR the directors with the
exception of Claudio X. Gonzalez. We recommend
that shareholders WITHHOLD votes from Claudio
X. Gonzalez for sitting on more than six boards.
1.2 Elect Director Dennis D. Dammerman
--- For
1.3 Elect Director Ann M. Fudge --- For
1.4 Elect Director Claudio X. Gonzalez
--- Withhold
1.5 Elect Director Jeffrey R. Immelt
--- For
1.6 Elect Director Andrea Jung --- For
1.7 Elect Director Alan G. Lafley ---
For
1.8 Elect Director Kenneth G. Langone
--- For
1.9 Elect Director Ralph S. Larsen ---
For
1.10 Elect Director Rochelle B. Lazarus
--- For
1.11 Elect Director Sam Nunn --- For
1.12 Elect Director Roger S. Penske ---
For
1.13 Elect Director Robert J. Swieringa
--- For
1.14 Elect Director Douglas A. Warner
III --- For
1.15 Elect Director Robert C. Wright ---
For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Provide for Cumulative Voting Against Against ShrHoldr
5 Eliminate Animal Testing Against Against ShrHoldr
6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr
7 Report on PCB Clean-up Against Against ShrHoldr
8 Report on Foreign Outsourcing Against Abstain ShrHoldr
9 Prepare Sustainability Report Against Against ShrHoldr
10 Limit Composition of Management Against Against ShrHoldr
Development and Compensation
Committee to Independent Directors
11 Report on Pay Disparity Against Abstain ShrHoldr
12 Limit Awards to Executives Against Against ShrHoldr
13 Limit Board Service for Other Against For ShrHoldr
Companies
Although the company maintains a policy
regarding overboarded directors, the policy
permits the maintenance of current directors
who exceed these limits if the board determines
that such director's service on the board would
not be impaired. In fact, the company has
already made an exception with regard to
director Claudio Gonzalez, who sits on over six
other public company boards. The proponent's
request would not allow the company to bypass
or alter these limits without shareholder
approval. Therefore, we believe that the
proponent's request represents a preferable
policy framework from a shareholder's
perspective. As such, we believe this item
warrants shareholder support.
14 Separate Chairman and CEO Positions Against Against ShrHoldr
15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr
Value
16 Adopt a Retention Ratio for Against Against ShrHoldr
Executives and Directors
17 Require 70% to 80% Independent Board Against Against ShrHoldr
18 Report on Political Against Against ShrHoldr
Contributions/Activities
05/04/04 - A Georgia-Pacific Corp. *GP* 373298108 03/10/04 36,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Barbara L. Bowles
--- Withhold
We recommend a vote FOR the directors with the
exceptions of James B. Williams, David R.
Goode, Donald V. Fites, and Barbara L. Bowles.
We recommend that shareholders WITHHOLD votes
from James B. Williams, David R. Goode, Donald
V. Fites, and Barbara L. Bowles for failing to
remove a dead-hand, slow-hand, or similar
feature in the company's poison pill.
1.2 Elect Director Donald V. Fites ---
Withhold
1.3 Elect Director David R. Goode ---
Withhold
1.4 Elect Director Karen N. Horn --- For
1.5 Elect Director William R. Johnson
--- For
1.6 Elect Director James B. Williams
--- Withhold
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 40,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Gregory D. Brenneman
--- For
We recommend a vote FOR the directors with the
exception of independent outsider Claudio X.
Gonzalez. We recommend that shareholders
WITHHOLD votes from Claudio X. Gonzalez for
sitting on more than six boards.
1.2 Elect Director Richard H. Brown ---
For
1.3 Elect Director John L. Clendenin
--- For
1.4 Elect Director Berry R. Cox --- For
1.5 Elect Director Claudio X. Gonzalez
--- Withhold
1.6 Elect Director Milledge A. Hart,
III --- For
1.7 Elect Director Bonnie G. Hill ---
For
1.8 Elect Director Kenneth G. Langone
--- For
1.9 Elect Director Robert L. Nardelli
--- For
1.10 Elect Director Roger S. Penske ---
For
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Directors Against Against ShrHoldr
Because a six-year term limit is arbitrary, and
because the company's shareholders can express
their dissatisfaction with directors on an
annual basis, we believe that the proposal does
not warrant shareholder support.
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because the company does not have a policy that
puts any future pill to a shareholder vote, we
recommend that shareholders support this
proposal.
5 Performance- Based/Indexed Options Against For ShrHoldr
Because we support pay for performance, and
because the grants of restricted stock (other
than those granted under the LTIP) are not
based on specific performance hurdles, we
believe the proposal warrants shareholder
support.
6 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr
7 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We support the shareholder proposal as it
relates to ex post facto ratification of golden
parachutes and severance plans, and therefore
recommend that shareholders vote to approve
this proposal.
8 Require Affirmative Vote of the Against Against ShrHoldr
Majority of the Shares to Elect
Directors
Given that: (i) the plurality voting threshold
is the currently accepted standard for the
election of directors of publicly traded
companies, (ii) approval of this item could
disrupt board operations and the company's
financial performance in the event some or all
of the director nominees do not receive
majority support and do not get elected, (iii)
requiring a majority vote of the outstanding
shares in effect provides for a supermajority
of votes cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (iv) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not at this point
in time believe the proposed amendment warrants
shareholder support.
04/26/04 - A Honeywell International, Inc. 438516106 02/27/04 45,180
*HON*
1 Elect Directors For Split Mgmt
1.1 Elect Director James J. Howard ---
Withhold
We recommend withholding votes from all of the
nominees with the exception of new nominee Eric
K. Shinseki. We recommend shareholders WITHHOLD
votes from Ivan G. Seidenberg, Russell E.
Palmer, Bruce Karatz, and James J. Howard for
failure to implement the proposal to eliminate
the supermajority vote requirement.
1.2 Elect Director Bruce Karatz ---
Withhold
1.3 Elect Director Russell E. Palmer
--- Withhold
1.4 Elect Director Ivan G. Seidenberg
--- Withhold
1.5 Elect Director Eric K. Shinseki ---
For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
As a matter of policy, we recommend that
shareholders vote for all proposals that
eliminate supermajority vote requirements, as
they serve as entrenchment devices for
management and therefore are not in the
shareholders' best interest.
5 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We support the submission of golden parachutes
and other severance provisions for shareholder
ratification as a general principle.
Furthermore, we believe that a company's
parachute provisions should be reasonable and
not excessive. To be effective without creating
distorted incentives with respect to
management, severance arrangements must be
considerably less attractive than continued
employment with the company. This proposal also
allows the company to seek shareholder approval
after the material terms of the agreement have
been agreed upon. Therefore, we support this
proposal.
6 Report on Pay Disparity Against Abstain ShrHoldr
7 Provide for Cumulative Voting Against Against ShrHoldr
05/07/04 - A Illinois Tool Works Inc. *ITW* 452308109 03/09/04 8,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 61,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Craig R. Barrett ---
For
We recommend a vote FOR the directors with the
exception of independent outsider D. James
Guzy. We recommend that shareholders WITHHOLD
votes from D. James Guzy for sitting on more
than six boards.
1.2 Elect Director Charlene Barshefsky
--- For
1.3 Elect Director E. John P. Browne
--- For
1.4 Elect Director Andrew S. Grove ---
For
1.5 Elect Director D. James Guzy ---
Withhold
1.6 Elect Director Reed E. Hundt --- For
1.7 Elect Director Paul S. Otellini ---
For
1.8 Elect Director David S. Pottruck
--- For
1.9 Elect Director Jane E. Shaw --- For
1.10 Elect Director John L. Thornton ---
For
1.11 Elect Director David B. Yoffie ---
For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
5 Limit/Prohibit Awards to Executives Against For ShrHoldr
The company currently does not use
performance-vesting awards in its compensation
plans for senior executives. Although the
proponent in its supporting statement is
critical of fixed-price options, it does not
appear that the proposal advocates replacement
of options with performance-based restricted
stock. The proposal requests the the company
use performance-vesting stock in development of
future equity awards for senior executives.
Although the company has recently adopted
officer stockholding guidelines, a more
rigorous requirement would be 7x to 10x for the
CEO and scaled down for other executives.
Therefore, we believe that this proposal
warrants shareholder support.
6 Performance- Based/Indexed Options Against For ShrHoldr
In this case, the company uses standard options
for its long term compensation. It does not
currently award or plans to award
performance-based options. The proposal
requests for a portion of future stock option
grants to be performance-based to senior
executives and is therefore not unduly
restrictive. The company should be able to
identify appropriate performance criteria and
clearly disclose the associated performance
goals or hurdle rates to the shareholders. This
would provide further discipline and alignment
in award of executive compensation to
shareholders interest.
04/27/04 - A International Business 459200101 02/27/04 19,600
Machines Corp. *IBM*
1 Elect Directors For For Mgmt
1.1 Elect Director Cathleen Black ---
For
1.2 Elect Director Kenneth I. Chenault
--- For
1.3 Elect Director Carlos Ghosn --- For
1.4 Elect Director Nannerl O. Keohane
--- For
1.5 Elect Director Charles F. Knight
--- For
1.6 Elect Director Lucio A. Noto --- For
1.7 Elect Director Samuel J. Palmisano
--- For
1.8 Elect Director John B. Slaughter
--- For
1.9 Elect Director Joan E. Spero --- For
1.10 Elect Director Sidney Taurel --- For
1.11 Elect Director Charles M. Vest ---
For
1.12 Elect Director Lorenzo H. Zambrano
--- For
2 Ratify Auditors For For Mgmt
3 Ratify Auditors for the Company's For For Mgmt
Business Consulting Services Unit
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Provide for Cumulative Voting Against Against ShrHoldr
6 Amend Pension and Retirement Against Against ShrHoldr
Medical Insurance Plans
We believe the scope of the proponent's
proposal is overly broad since it asks that all
employees be allowed to choose participation in
the plan, which could be costly to
shareholders. Moreover, if the company
ultimately lost on these claims it would be
required to remedy the age discriminating
effect of its plans. Accordingly, we recommend
a vote against this proposal.
7 Submit Executive Compensation to Against For ShrHoldr
Vote
Pension fund income can distort true operating
performance, which should be the basis for
determining executive bonuses and compensation
rather than gains from defined benefit plans.
And because companies have discretion in
determining the assuptions to measure pension
obligation and expenses, there is potential for
manipulation. For example, J.P. Morgan Fleming
Asset Management found that the median expected
annual rate of return used among S&P 500
companies has remained steady at 9.2 percent
since 1997. Using a more realistic assumption
such as 6.5 percent would trim $44 billion off
S&P 500 profits just in 2003. We agree
with the principle advanced by the proposal and
believes a cleaner measure of earnings should
be applied to performance pay. A number of
companies are adopting this concept, including
General Electric, Verizon Communications and
Qwest Communications International Inc.
8 Expense Stock Options Against For ShrHoldr
We support the general principle motivating
this non-binding proposal. We agree with the
growing investor consensus that companies
should expense the costs associated with stock
options in order to increase the accuracy of
their financial statements. Although companies
can choose to expense options, the Financial
Accounting Standards Board (FASB) does not
require it. Since the expensing of options
lowers earnings, most companies have elected
not to do so. Instead, most companies have
opted to disclose option values only in the
footnotes to their annual reports. In
the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options (some 350) have had
flexibility in their selection of a specific
valuation methodology. Opponents of option
expensing argue that options are difficult to
value and expensing options could add
complexity and decrease transparency in
financial reporting. However, given the fact
that stock options have become an integral
component of compensation, their value cannot
be ignored and treated as "no-cost"
compensation. Given that (1) many companies use
stock options as a significant component of
overall compensation, (2) the exercise of
options result in a transfer of shareholder
value, and (3) the contingent cost of options
reduces earnings, we believe that options
should be expensed along with all other forms
of compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
9 Limit Awards to Executives Against Against ShrHoldr
We agree with proponent's underlying rationale
for disclosure of executive compensation.
However, the liability threshold of $2,000 is
arbitrary. Furthermore, based on the
independence of the company's compensation
committee, and the company's existing
disclosure regarding its compensation
practices, we agree with the board that the
current requirements for disclosure of
executive compensation are adequate and fair.
Therefore, we do not believe that shareholders
would receive any meaningful benefit from this
additional disclosure requirement.
10 China Principles Against Against ShrHoldr
11 Report on Political Against Against ShrHoldr
Contributions/Activities
12 Report on Executive Compensation Against For ShrHoldr
While we do not suggest that current
compensation practices have the intended
effects suggested by the shareholder, we
nonetheless support this proposal as the
additional reporting will provide shareholders
with greater transparency on compensation
policies.
05/11/04 - A International Paper Co. *IP* 460146103 03/17/04 35,240
1 Elect Directors For Split Mgmt
1.1 Elect Director Martha F. Brooks ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider W. Craig
McClelland. We recommend that shareholders
WITHHOLD votes from W. Craig McClelland for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director James A. Henderson
--- For
1.3 Elect Director Robert D. Kennedy
--- For
1.4 Elect Director W. Craig McClelland
--- Withhold
1.5 Elect Director Robert M. Amen ---
For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
We note that the compensation committee is
composed entirely of independent directors and
currently sets and reviews the company's
executive compensation program. We believe that
the compensation committee should have the
flexibility to determine an executive's pay
based on a number of factors, rather than have
an arbitrary cap to determine executive
compensation. Although we agree with the
proponent that the restricted share program
should utilize justifiable performance criteria
and challenging performance benchmarks, the
proposed caps on the CEO compensation would be
unduly restrictive. Thus, we do not support
this proposal.
04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 18,725
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Cease Charitable Contributions Against Against ShrHoldr
05/25/04 - A JP Morgan Chase & Co. *JPM* 46625H100 04/02/04 105,300
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For For Mgmt
2.1 Elect Director Hans W. Becherer ---
For
2.2 Elect Director Frank A. Bennack,
Jr. --- For
2.3 Elect Director John H. Biggs --- For
2.4 Elect Director Lawrence A. Bossidy
--- For
2.5 Elect Director Ellen V. Futter ---
For
2.6 Elect Director William H. Gray, III
--- For
2.7 Elect Director William B. Harrison,
Jr --- For
2.8 Elect Director Helene L. Kaplan ---
For
2.9 Elect Director Lee R. Raymond ---
For
2.10 Elect Director John R. Stafford ---
For
3 Ratify Auditors For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
The performance measures included under the
plan are appropriate for the company given its
line of business, long-term strategic
objectives, and industry-specific measures for
assessing market competitiveness. Additionally,
the plan is administered by a committee of
independent outsiders who must certify
attainment of these objective, measurable
performance goals before cash awards are paid
to participants. Moreover, preservation of the
full deductibility of all compensation paid
reduces the company's corporate tax obligation.
5 Adjourn Meeting For Against Mgmt
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
6 Establish Term Limits for Directors Against Against ShrHoldr
Because a six-year term limit is arbitrary, and
because the company's shareholders can express
their dissatisfaction with directors on an
annual basis, we believe that the proposal does
not warrant shareholder support.
7 Charitable Contributions Against Against ShrHoldr
We generally believe that charitable
contributions are beneficial to the company
when they are donated in good faith and in the
absence of gross negligence or self-dealing of
management. These contributions assist in
worthwhile causes and can help generate
goodwill within the community. The JP Morgan
Chase Foundation engages and donates to causes
that management believes are beneficial to the
communities in which the company operates and
in the best interests of the company. Further,
the company provides comprehensive information
regarding its corporate giving grants in its
Corporate Responsibility Annual Reports
available on the company's website. Therefore,
lacking evidence to the contrary, we believe
that continuing these charitable contributions
is in the best interests of the shareholders.
8 Political Contributions Against Against ShrHoldr
9 Separate Chairman and CEO Positions Against Against ShrHoldr
10 Provide Adequate Disclosure for Against Against ShrHoldr
over the counter Derivatives
11 Auditor Independence Against For ShrHoldr
Since approval of this proposal will enhance
company's transparency to shareholders and
ensure auditor independence, we support this
proposal.
12 Submit Non-Employee Director Against Against ShrHoldr
Compensation to Vote
JP Morgan's director compensation is in line
with the compensation practices of its peers.
We agree with the company's view that a
significant portion of the overall director
compensation be linked to the company's stock.
At this time, in the absence of compelling
evidence of abusive director compensation
practices, we recommend against the proposal.
13 Report on Pay Disparity Against Abstain ShrHoldr
Since approval of this proposal will help JP
Morgan review its current pay practices and
policies, and provide transparency to its
shareholders, we support this request.
04/29/04 - A Kimberly-Clark Corp. *KMB* 494368103 03/01/04 20,545
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Pastora San Juan
Cafferty --- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsiders Marc
J. Shapiro, Linda Johnson Rice and Pastora San
Juan Cafferty for failure to implement the
proposal to submit the company's shareholder
rights plan to a shareholder vote. We also
recommend that shareholders WITHHOLD votes from
Claudio X. Gonzalez for sitting on more than
six boards and for failure to implement the
proposal to submit the company's shareholder
rights plan to a shareholder vote.
1.2 Elect Director Claudio X. Gonzalez
--- Withhold
1.3 Elect Director Linda Johnson Rice
--- Withhold
1.4 Elect Director Marc J. Shapiro ---
Withhold
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans. Ideally, a pill
should include a two- to three-year sunset
provision, a reasonable flip-in (20 percent or
higher), and a chewable feature allowing
shareholders to redeem the pill in the event of
a takeover offer. In this case, the
company's rights plan was not approved by
shareholders nor does it embody the above
features that we recommend. We therefore agree
with the proponent that the current pill and
any new pill be put to a shareholder vote.
04/27/04 - A Kraft Foods Inc *KFT* 50075N104 03/03/04 41,200
1 Elect Directors For Split Mgmt
1.1 Elect Director Louis C. Camilleri
--- Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Louis C. Camilleri,
Dinyar S. Devitre, Charles R. Wall, Betsy D.
Holden and Roger K. Deromedi. We recommend that
shareholders WITHHOLD votes from Louis C.
Camilleri, Dinyar S. Devitre, Charles R. Wall,
Betsy D. Holden and Roger K. Deromedi for
failure to establish a majority independent
board.
1.2 Elect Director Roger K. Deromedi
--- Withhold
1.3 Elect Director Dinyar S. Devitre
--- Withhold
1.4 Elect Director W. James Farrell ---
For
1.5 Elect Director Betsy D. Holden ---
Withhold
1.6 Elect Director John C. Pope --- For
1.7 Elect Director Mary L. Schapiro ---
For
1.8 Elect Director Charles R. Wall ---
Withhold
1.9 Elect Director Deborah C. Wright
--- For
2 Ratify Auditors For For Mgmt
04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 18,100
*LEH*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/09/04 - A Liberty Media Corp. *L* 530718105 04/21/04 147,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert R. Bennett
--- Withhold
We recommend a vote FOR the directors with the
exception of insiders John C. Malone and Robert
R. Bennett. We recommend that shareholders
WITHHOLD votes from John C. Malone and Robert
R. Bennett for failure to establish a majority
independent board.
1.2 Elect Director Paul A. Gould --- For
1.3 Elect Director John C. Malone ---
Withhold
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/22/04 - A Lockheed Martin Corp. *LMT* 539830109 03/01/04 21,300
1 Elect Directors For Split Mgmt
1.1 Elect Director E.C. 'Pete'
Aldridge, Jr. --- For
We recommend a vote FOR the directors with the
exceptions of Joseph W. Ralston and Norman R.
Augustine. We recommend that shareholders
WITHHOLD votes from Joseph W. Ralston and
Norman R. Augustine for standing as affiliated
outsiders on the Nominating Committee.
1.2 Elect Director Nolan D. Archibald
--- For
1.3 Elect Director Norman R. Augustine
--- Withhold
1.4 Elect Director Marcus C. Bennett
--- For
1.5 Elect Director Vance D. Coffman ---
For
1.6 Elect Director Gwendolyn S. King
--- For
1.7 Elect Director Douglas H.
McCorkindale --- For
1.8 Elect Director Eugene F. Murphy ---
For
1.9 Elect Director Joseph W. Ralston
--- Withhold
1.10 Elect Director Frank Savage --- For
1.11 Elect Director Anne Stevens --- For
1.12 Elect Director Robert J. Stevens
--- For
1.13 Elect Director James R. Ukropina
--- For
1.14 Elect Director Douglas C. Yearley
--- For
2 Ratify Auditors For For Mgmt
3 Report on Executive Ties to Against Against ShrHoldr
Government
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
5 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
6 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
05/28/04 - A Lowe *LOW* 548661107 04/01/04 17,595
1 Elect Directors For Split Mgmt
1.1 Elect Director Leonard L. Berry ---
For
We recommend a vote FOR the directors with the
exception of Dawn E. Hudson. We recommend that
shareholders WITHHOLD votes from Dawn E. Hudson
for poor attendance.
1.2 Elect Director Paul Fulton --- For
1.3 Elect Director Dawn E. Hudson ---
Withhold
1.4 Elect Director Marshall O. Larsen
--- For
1.5 Elect Director Robert A. Niblock
--- For
1.6 Elect Director Stephen F. Page ---
For
1.7 Elect Director O. Temple Sloan, Jr.
--- For
1.8 Elect Director Robert L. Tillman
--- For
2 Ratify Auditors For For Mgmt
05/11/04 - A Masco Corp. *MAS* 574599106 03/15/04 51,600
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
05/03/04 - A MBNA Corp. *KRB* 55262L100 02/13/04 41,800
1 Elect Directors For Split Mgmt
1.1 Elect Director James H. Berick ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insider Bruce L. Hammonds and
affiliated outsiders Benjamin R. Civiletti
,James H. Berick and Randolph D. Lerner. We
recommend that shareholders WITHHOLD votes from
Benjamin R. Civiletti and James H. Berick for
standing as affiliated outsiders on the Audit,
Compensation and Governance committees and for
failure to establish a majority independent
board. We recommend that shareholders WITHHOLD
votes from Randolph D. Lerner and Bruce L.
Hammonds for failure to establish a majority
independent board.
1.2 Elect Director Benjamin R.
Civiletti --- Withhold
1.3 Elect Director Bruce L. Hammonds
--- Withhold
1.4 Elect Director William L. Jews ---
For
1.5 Elect Director Randolph D. Lerner
--- Withhold
1.6 Elect Director Stuart L. Markowitz
--- For
1.7 Elect Director William B. Milstead
--- For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the wake of financial reporting problems and
excessive executive compensation at companies
like Enron Corp., Worldcom Inc., and Tyco
International Ltd., we agree with the growing
investor consensus that companies should
expense the costs associated with stock options
in order to increase the accuracy of their
financial statements. Since the expensing of
options lowers earnings, most companies have
elected not to do so. Instead, most companies
have opted to disclose option values only in
the footnotes to their annual reports. However,
stock options have become an integral component
of compensation and their value cannot be
ignored and treated as "no-cost" compensation.
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
4 Require Majority of Independent Against For ShrHoldr
Directors on Board
We believe that MBNA is moving in the right
direction as evidenced by the recent changes in
the company such as reducing executive
compensation and changing the composition of
the board. However, we believe that the board
of directors should be an independent body
capable of providing objective oversight of
management and the company's overall direction.
This goal can best be achieved when directors
are independent of the CEO and have no personal
interest in the company arising from salary, a
consulting agreement, or any other significant
business arrangement.
05/20/04 - A McDonald's Corp. *MCD* 580135101 03/22/04 88,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve/Amend Executive Incentive For For Mgmt
Bonus Plan
04/21/04 - A MEDCO Health Solutions Inc 58405U102 03/10/04 3,344
*MHS*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 27,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For Against Mgmt
4 Prohibit Awards to Executives Against Against ShrHoldr
5 Develop Ethical Criteria for Patent Against Against ShrHoldr
Extension
6 Link Executive Compensation to Against Abstain ShrHoldr
Social Issues
7 Report on Political Contributions Against Against ShrHoldr
8 Report on Operational Impact of Against Abstain ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
04/23/04 - A Merrill Lynch & Co., Inc. 590188108 02/24/04 37,800
*MER*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Against Against ShrHoldr
Voting
4 Separate Chairman and CEO Positions Against Against ShrHoldr
04/27/04 - A Metlife, Inc *MET* 59156R108 03/01/04 68,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Curtis H. Barnette
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Harry P.
Kamen and John C. Danforth. We recommend that
shareholders WITHHOLD votes from Harry P. Kamen
and John C. Danforth for standing as affiliated
outsiders on the Nominating Committee.
1.2 Elect Director John C. Danforth ---
Withhold
1.3 Elect Director Burton A. Dole, Jr.
--- For
1.4 Elect Director Harry P. Kamen ---
Withhold
1.5 Elect Director Charles M. Leighton
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
5 Ratify Auditors For For Mgmt
6 Limit Executive Compensation Against Against ShrHoldr
04/20/04 - A Morgan Stanley *MWD* 617446448 02/20/04 35,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
5 Report on Political Against Against ShrHoldr
Contributions/Activities
05/03/04 - A Motorola, Inc. *MOT* 620076109 03/05/04 84,500
1 Elect Directors For For Mgmt
1.1 Elect Director Edward Zander --- For
1.2 Elect Director H. Laurence Fuller
--- For
1.3 Elect Director Judy Lewent --- For
1.4 Elect Director Walter Massey --- For
1.5 Elect Director Nicholas Negroponte
--- For
1.6 Elect Director Indra Nooyi --- For
1.7 Elect Director John Pepper, Jr. ---
For
1.8 Elect Director Samuel Scott III ---
For
1.9 Elect Director Douglas Warner III
--- For
1.10 Elect Director John White --- For
1.11 Elect Director Mike Zafirovski ---
For
2 Limit Executive Compensation Against Against ShrHoldr
While we understand the proponent's concerns
with escalating CEO pay, we believe that the
proposal is unduly restrictive. The
compensation committee, which is composed
entirely of independent directors, should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. Furthermore, the features of
this proposal would limit equity awards to time
based restricted shares and set arbitrary caps
on salary, bonus and severance, regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
3 Limit Awards to Executives Against Against ShrHoldr
We believe that an independent compensation
committee needs to have flexibility in
constructing compensation packages for its top
managers in order to remain competitive in the
marketplace. The prohibition of all future
stock options would effectively limit the
company's ability to retain and attract
qualified management. This proposal is too
restrictive, and does not warrant shareholder
approval.
04/27/04 - A National City Corp. *NCC* 635405103 03/05/04 11,600
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 22,100
*NXTL*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
05/18/04 - A Northrop Grumman Corp. *NOC* 666807102 03/22/04 11,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
4 Declassify the Board of Directors Against Against ShrHoldr
05/05/04 - A PepsiCo, Inc. *PEP* 713448108 03/12/04 12,900
1 Elect Directors For For Mgmt
1.1 Elect Director John F. Akers --- For
1.2 Elect Director Robert E. Allen ---
For
1.3 Elect Director Ray L. Hunt --- For
1.4 Elect Director Arthur C. Martinez
--- For
1.5 Elect Director Indra K. Nooyi ---
For
1.6 Elect Director Franklin D. Raines
--- For
1.7 Elect Director Steven S. Reinemund
--- For
1.8 Elect Director Sharon Percy
Rockefeller --- For
1.9 Elect Director James J. Schiro ---
For
1.10 Elect Director Franklin A. Thomas
--- For
1.11 Elect Director Cynthia M. Trudell
--- For
1.12 Elect Director Solomon D. Trujillo
--- For
1.13 Elect Director Daniel Vasella ---
For
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Report on Operational Impact of Against For ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
Given the seriousness of the issue and the fact
that the company's disclosure lags behind its
peers, we recommend a vote in favor of this
request.
04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 84,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
5 Cease Political Against Against ShrHoldr
Contributions/Activities
6 Report on Political Against Against ShrHoldr
Contributions/Activities
7 Establish Term Limits for Directors Against Against ShrHoldr
8 Report on Drug Pricing Against Against ShrHoldr
9 Limit Awards to Executives Against Against ShrHoldr
10 Amend Animal Testing Policy Against Against ShrHoldr
05/10/04 - A Pitney Bowes Inc. *PBI* 724479100 03/12/04 32,030
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Political Against Against ShrHoldr
Contributions/Activities
04/27/04 - A Praxair, Inc. *PX* 74005P104 03/01/04 35,700
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Approve Stockholder Protection For For Mgmt
Rights Agreement
06/08/04 - A Prudential Financial Inc *PRU* 744320102 04/12/04 34,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Cease Charitable Contributions Against Against ShrHoldr
We generally believe that charitable
contributions are beneficial to the company
when they are donated in good faith and in the
absence of gross negligence or self-dealing of
management. These contributions assist in
worthwhile causes and can help generate
goodwill within the community. Prudential
Financial's charitable contributions donate to
causes that management believes are beneficial
to the communities in which the company
operates and in the best interests of the
company. Therefore, lacking evidence to the
contrary, we believe that continuing these
charitable contributions is in the best
interests of the shareholders.
4 Declassify the Board of Directors Against Against ShrHoldr
05/05/04 - A Raytheon Co. *RTN* 755111507 03/08/04 17,200
1 Elect Directors For For Mgmt
1.1 Elect Director John M. Deutch ---
For
1.2 Elect Director Michael C. Ruettgers
--- For
1.3 Elect Director William R. Spivey
--- For
1.4 Elect Director William H. Swanson
--- For
1.5 Elect Director Linda G. Stuntz ---
For
2 Ratify Auditors For For Mgmt
3 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans. The board has
taken an important first step in addressing
shareholder concerns by redeeming an existing
pill. However, the board has not fully complied
with the previously supported shareholder
proposals regarding poison pills. We consider
withholding votes for directors who ignore
shareholder proposals that have been passed two
years in a row by a majority of votes cast.
Further, we apply a one year test where the
proposal was approved with a majority of the
shares outstanding, as was the case in 2003.
With respect to the shareholder proposal
regarding poison pills, we do not consider the
shareholder approval clocks as having been
reset because of the company's half-step
towards implementing the will of shareholders.
We will closely monitor management's response
to this year's vote on this proposal and, if
necessary, will recommend the withholding of
votes for nominated directors at next year's
meeting.
5 Declassify the Board of Directors Against Against ShrHoldr
6 Implement MacBride Principles Against Against ShrHoldr
7 Expense Stock Options Against For ShrHoldr
By not subtracting the cost of options,
companies can report artificially high earnings
that distort true operating performance and
lead to abuses of executive pay. Expensing
would discipline compensation practices and
level the accounting playing field among
different forms of pay, including other types
of equity-based awards, such as indexed options
and restricted stock, which currently must be
charged to earnings. More important, expensing
would provide earnings clarity, which would
help restore investor confidence.
8 Submit Executive Pension Benefit to Against For ShrHoldr
Vote
We believe that shareholders should have the
opportunity to vote on extraordinary pension
benefits beyond those offered under
employee-wide plans, such as credit for years
of service not actually worked, preferential
benefit formulas, and accelerated vesting of
pension benefits. Because the company's SERP
appears to confer extraordinary benefits not
included in employee-wide plans, we believe
that the SERP proposal warrants shareholder
support.
9 Limit Executive Compensation Against Against ShrHoldr
Although each element of the proposal has
aspects that cause us to vote against the
proposal, it is important to re-emphasize that
had we been in favor of any of the elements, we
would nevertheless had to vote against the
whole proposal. Therefore, it is important to
ensure that proposals are sufficiently focused
- as far as possible, proposals should focus on
a specific element rather than attempt to cover
a general list of points.
05/11/04 - A Republic Services, Inc. *RSG* 760759100 03/18/04 48,400
1 Elect Directors For For Mgmt
1.1 Elect Director James E. O'Connor
--- For
1.2 Elect Director Harris W. Hudson ---
For
1.3 Elect Director John W. Croghan ---
For
1.4 Elect Director W. Lee Nutter --- For
1.5 Elect Director Ramon A. Rodriguez
--- For
1.6 Elect Director Allan C. Sorensen
--- For
2 Adjourn Meeting For Against Mgmt
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 66,840
1 Elect Directors For For Mgmt
1.1 Elect Director James E. Barnes ---
For
1.2 Elect Director James A. Henderson
--- For
1.3 Elect Director John B. McCoy --- For
1.4 Elect Director S. Donley Ritchey
--- For
1.5 Elect Director Joyce M. Roche ---
For
1.6 Elect Director Patricia P. Upton
--- For
2 Ratify Auditors For For Mgmt
3 Amend Bylaws For Against Mgmt
This proposal would declassify the board.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Change Size of Board of Directors Against Against ShrHoldr
Given that: (1) the company's corporate
governance guidelines address the proponent's
concern regarding the size of the board and (2)
the company has laid out a plan to reduce the
size of the board to 13 directors by 2006, we
do not believe this item warrants shareholder
support.
05/13/04 - A Sears, Roebuck & Co. *S* 812387108 03/15/04 17,700
1 Elect Directors For For Mgmt
1.1 Elect Director William L. Bax ---
For
1.2 Elect Director Donald J. Carty ---
For
1.3 Elect Director Alan J. Lacy --- For
1.4 Elect Director Hugh B. Price --- For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because the company refuses to put any future
pill to a shareholder vote, and because the
pill proposal has received shareholder support
in each of the past two years, we recommend
that shareholders support this proposal.
5 Establish Other Board Committee Against For ShrHoldr
Since the underlying purpose of this proposal
is to provide an effective communication
mechanism between the company's shareholders
and its board, we believe it to be in the best
interest of the shareholders. As such, this
proposal warrants a shareholder approval.
05/05/04 - A Simon Property Group, Inc. 828806109 03/08/04 15,900
*SPG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Separate Chairman and CEO Positions Against Against ShrHoldr
04/21/04 - A SouthTrust Corp. *SOTR* 844730101 02/20/04 19,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Approve Omnibus Stock Plan For For Mgmt
06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 45,600
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
Given that the plan has already expired, and
that the board has determined not to renew the
plan, this proposal has become moot. Therefore,
we recommend that shareholders vote against
this item.
7 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans. Ideally, a pill
should include a two- to three-year sunset
provision, a reasonable flip-in (20 percent or
higher), and a chewable feature allowing
shareholders to redeem the pill in the event of
a takeover offer.
8 Limit Executive Compensation Against Against ShrHoldr
Our policy is to recommend voting against
proposals that seek to set absolute levels on
compensation or otherwise dictate the amount or
form of compensation.
9 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
In this case, the company states that the Audit
Committee pre-approves all services by Ernst &
young LLP, the company's independent auditors
in compliance with the rules of Sarbanes-Oxley
Act. Also, the aggregate fees paid for 'tax
services' and 'other services' are less than
the aggregate fees paid for 'audit services'
and 'audit-related services'. Therefore, we
believe this proposal does not warrant
shareholder support.
05/20/04 - A Storage Technology Corp. *STK* 862111200 04/02/04 21,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Provide for Cumulative Voting Against Against ShrHoldr
05/26/04 - A SUPERVALU Inc. *SVU* 868536103 04/01/04 43,100
1 Elect Directors For For Mgmt
1.1 Elect Director Charles M. Lillis
--- For
1.2 Elect Director Jeffrey Noodle ---
For
1.3 Elect Director Steven S. Rogers ---
For
1.4 Elect Director Ronald E. Daly ---
For
1.5 Elect Director Marissa Peterson ---
For
2 Ratify Auditors For For Mgmt
3 Require Affirmative Vote of the Against Against ShrHoldr
Majority of the Shares to Elect
Directors
Therefore, given that: (i) the plurality voting
threshold is the currently accepted standard
for the election of directors of publicly
traded companies, (ii) approval of this item
could disrupt board operations and the
company's financial performance in the event
some or all of the director nominees do not
receive majority support and do not get
elected, (iii) requiring a majority vote of the
outstanding shares could in effect provide for
a supermajority of votes cast, which would
adversely affect shareholders' ability to elect
directors in a contested election, and (iv) the
proposed provision may diminish the likelihood
of a successful open access campaign by
providing for an increased vote requirement in
the election of directors, we do not at this
point in time believe the proposed amendment
warrants shareholder support.
05/19/04 - A Target Corporation *TGT* 87612E106 03/22/04 62,355
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 61,500
1 Elect Directors For For Mgmt
1.1 Elect Director James R. Adams ---
For
1.2 Elect Director David L. Boren ---
For
1.3 Elect Director Daniel A. Carp ---
For
1.4 Elect Director Thomas J. Engibous
--- For
1.5 Elect Director Gerald W.
Fronterhouse --- For
1.6 Elect Director David R. Goode ---
For
1.7 Elect Director Wayne R. Sanders ---
For
1.8 Elect Director Ruth J. Simmons ---
For
1.9 Elect Director Richard K. Templeton
--- For
1.10 Elect Director Christine Todd
Whitman --- For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
05/18/04 - A The Allstate Corp. *ALL* 020002101 03/19/04 55,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
5 Provide for Cumulative Voting Against Against ShrHoldr
05/03/04 - A The Boeing Co. *BA* 097023105 03/05/04 15,700
1 Elect Directors For Split Mgmt
1.1 Elect Director John H. Biggs ---
Withhold
We recommend a vote FOR the directors with the
exceptions of Rozanne L. Ridgway, John E.
Bryson, and John H. Biggs. We recommend that
shareholders WITHHOLD votes from Rozanne L.
Ridgway, John E. Bryson, and John H. Biggs for
failure to implement the board declassification
and removal of the supermajority vote provision
proposals.
1.2 Elect Director John E. Bryson ---
Withhold
1.3 Elect Director Linda Z. Cook --- For
1.4 Elect Director Rozanne L. Ridgway
--- Withhold
2 Reduce Supermajority Vote For For Mgmt
Requirement
3 Ratify Auditors For For Mgmt
4 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
5 Adopt Amended Workplace Code of Against Abstain ShrHoldr
Conduct
6 Declassify the Board of Directors Against Against ShrHoldr
7 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
As a matter of policy, we recommend that
shareholders vote for all proposals that
eliminate supermajority vote requirements, as
they serve as entrenchment devices for
management and therefore are not in the
shareholders' best interest.
8 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
9 Adopt a Policy that will Commit Against For ShrHoldr
Executive & Directors to Hold at
least 75% of their Shares
In this case, although the company has stock
ownership guidelines that range from one to six
times base salary (four to six times base
salary for named executive officers), in the
absence of any long-term ownership requirement
or meaningful retention ratio policy, we
recommend a vote FOR this proposal.
10 Provide Employees Choice of Pension Against Against ShrHoldr
Plans at Retirement or Termination
05/20/04 - A The Hartford Financial 416515104 03/22/04 37,815
Services Group, Inc. *HIG*
1 Elect Directors For For Mgmt
1.1 Elect Director Ramani Ayer --- For
1.2 Elect Director Ronald E. Ferguson
--- For
1.3 Elect Director Edward J. Kelly, III
--- For
1.4 Elect Director Paul G. Kirk, Jr.
--- For
1.5 Elect Director Thomas M. Marra ---
For
1.6 Elect Director Gail J. McGovern ---
For
1.7 Elect Director Robert W. Selander
--- For
1.8 Elect Director Charles B. Strauss
--- For
1.9 Elect Director H. Patrick Swygert
--- For
1.10 Elect Director Gordon I. Ulmer ---
For
1.11 Elect Director David K. Zwiener ---
For
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
While we understand the proponents' concerns
with escalating CEO pay, we believe that the
proposal is unduly restrictive. The
compensation committee, which is composed
entirely of independent directors, should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. Furthermore, the features of
this proposal would limit equity awards to time
based restricted shares and set arbitrary caps
on salary, bonus and severance, regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
06/24/04 - A The Kroger Co. *KR* 501044101 04/26/04 48,850
1 Elect Directors For For Mgmt
1.1 Elect Director John L. Clendenin
--- For
1.2 Elect Director David B. Dillon ---
For
1.3 Elect Director David B. Lewis ---
For
1.4 Elect Director Don W. McGeorge ---
For
1.5 Elect Director W. Rodney McMullen
--- For
1.6 Elect Director Susan M. Phillips
--- For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Separate Chairman and CEO Positions Against Against ShrHoldr
5 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder
Vote
We generally support the submission of
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval which would
limit a board's negotiating flexibility.
Furthermore, we believe that a company's
severance provisions should be reasonable and
not excessive. To be effective without creating
distorted incentives with respect to
management, severance arrangements must be
considerably less attractive than continued
employment with the company. However, in this
case, the proposal does not call for the option
of seeking approval after the material terms of
the agreement are agreed upon. Because it is
not practical to obtain prior shareholder
approval for these agreements, we believe that
the proposal as mandated by the proponent is
too restrictive. As such, we do not believe
this proposal warrants shareholder support at
this time.
05/21/04 - A Time Warner Inc *TWX* 887317105 03/23/04 42,000
1 Elect Directors For For Mgmt
1.1 Elect Director James L. Barksdale
--- For
1.2 Elect Director Stephen F.
Bollenbach --- For
1.3 Elect Director Stephen M. Case ---
For
1.4 Elect Director Frank J. Caufield
--- For
1.5 Elect Director Robert C. Clark ---
For
1.6 Elect Director Miles R. Gilburne
--- For
1.7 Elect Director Carla A. Hills ---
For
1.8 Elect Director Reuben Mark --- For
1.9 Elect Director Michael A. Miles ---
For
1.10 Elect Director Kenneth J. Novack
--- For
1.11 Elect Director Richard D. Parsons
--- For
1.12 Elect Director R. E. Turner --- For
1.13 Elect Director Francis T. Vincent,
Jr. --- For
2 Ratify Auditors For For Mgmt
3 Adopt China Principles Against Against ShrHoldr
4 Report on Pay Disparity Against Abstain ShrHoldr
Due to escalating executive pay and the fact
that the report requested will shed some light
on company's pay practices and policies, we
believe that this proposal warrants shareholder
approval.
05/12/04 - A Tribune Co. *TRB* 896047107 03/17/04 23,800
1 Elect Directors For For Mgmt
1.1 Elect Director Jeffrey Chandler ---
For
1.2 Elect Director William A. Osborn
--- For
1.3 Elect Director Kathryn C. Turner
--- For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 12.74 percent is above the allowable cap for
this company of 6.63 percent.
04/20/04 - A U.S. Bancorp *USB* 902973304 02/26/04 66,200
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Victoria Buyniski
Gluckman --- Withhold
We recommend withholding votes from all
nominees. We recommend that shareholders
WITHHOLD votes from independent outsider
Richard G. Reiten for poor attendance and for
failure to implement the "declassification of
the board" shareholder proposal. We also
recommend that shareholders WITHHOLD votes from
independent outsiders Thomas E. Petry, Jerry W.
Levin, Arthur D. Collins, Jr., and Victoria
Buyniski Gluckman for failure to implement the
"declassification of the board" shareholder
proposal.
1.2 Elect Director Arthur D. Collins,
Jr. --- Withhold
1.3 Elect Director Jerry W. Levin ---
Withhold
1.4 Elect Director Thomas E. Petry ---
Withhold
1.5 Elect Director Richard G. Reiten
--- Withhold
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
We do like some of the elements of the
proposal, such as granting restricted stock
based on achievement of performance criteria
and vesting requirement of at least three
years. By establishing minimum vesting
provisions, shareholders are assured that
executives who received stock grants are
retained in the company and are committed to
maximize stock returns over the long-term.
However, due to the fact that the proponent
asks for a complete substitution of options
with restricted stock, we believe this proposal
is unduly restrictive. Furthermore,
setting maximum severance payment for senior
executives to one year's salary and bonus, is
lower than the generally accepted standards. We
believe that a reasonable maximum severance
payment to a senior executive is three times
the annual salary and bonus. While we
do like the proposals pertaining to restricted
stock and enhanced disclosure, the structure of
the executive compensation, as evidenced by the
reasonable CEO pay, performance-based bonuses,
and reasonable severance multiples, does not
warrant the proposed changes in executive
compensation.
4 Submit Executive Compensation to Against For ShrHoldr
Vote
Due to poor disclosure, it is difficult to
assess other post-employment benefits provided
for the company's executives and comparable
SERP packages at peer companies. Although most
terms of the SERP seem reasonable, we found the
CEO's preferential final average salary formula
to alter the size of the CEO's retirement
package.Tthe potential increase in the SERP
payout due to existing and future restricted
stock grants raises a questionable incentive.
Given the potential size of the benefits in
question, we think that a shareholder vote on
the SERP is warranted as a part of a "checks
and balances" system to ensure reasonable SERP
terms for future agreements.
5 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
Supermajority vote requirements generally serve
to lock in provisions that are harmful to
shareholders. Requiring approval of more than a
simple majority of the voting shares may
entrench management by preventing actions that
may benefit shareholders,such as precluding
proxy contests and potential takeover bids. As
a result, we believe that this proposal
warrants shareholder support.
04/16/04 - A Union Pacific Corp. *UNP* 907818108 02/06/04 23,600
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
5 Report on Political Against Against ShrHoldr
Contributions/Activities
04/27/04 - A United States Steel Corp. *X* 912909108 02/27/04 2,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/14/04 - A United Technologies Corp. 913017109 02/17/04 30,900
*UTX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Disclosure of Executive Compensation Against Against ShrHoldr
4 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
5 Performance-Based/Indexed Options Against For ShrHoldr
6 Separate Chairman and CEO Positions Against Against ShrHoldr
04/29/04 - A Valero Energy Corp. *VLO* 91913Y100 03/01/04 1,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Greenhouse Gas Emissions Against Against ShrHoldr
04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 84,375
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Against Against ShrHoldr
Voting
4 Require Majority of Independent Against Against ShrHoldr
Directors on Board
Because the company already satisfies our
guidelines on independence and has already
established a formal independence policy that
goes above and beyond our requirements, we
believe that this proposal does not warrant
shareholder support.
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans.
7 Submit Executive Compensation to Against For ShrHoldr
Vote
Because the SERP may confer extraordinary
benefits not included in employee-wide plans,
we believe that the proposal warrants
shareholder support.
8 Prohibit Awards to Executives Against Against ShrHoldr
We cannot support the outright prohibition on
tracking stock equity awards called for in this
proposal. Should the company in the future
decide to issue a tracking stock and concurrent
awards, we would apply our analytical criteria
at that point to decide whether such awards
deserve shareholder support.
9 Report on Stock Option Distribution Against Abstain ShrHoldr
by Race and Gender
10 Report on Political Against Against ShrHoldr
Contributions/Activities
We agree with management on this issue. The
laws that govern a company's political
activities and the company's commitment to
employees' rights regarding political
activities are stringent enough to ensure
political nonpartisanship.
11 Cease Charitable Contributions Against Against ShrHoldr
We do not believe that the fees in question
represent dubious or unreasonable charges and
agree with the company that eliminating such
charges could result in a competitive
disadvantage in the industry.
05/19/04 - A Viacom Inc. *VIA* 925524308 03/22/04 44,200
1 Elect Directors For Split Mgmt
1.1 Elect Director George S. Abrams ---
Withhold
We recommend a vote FOR the directors with the
exception of insiders Mel Karmazin, Sumner M.
Redstone and Shari Redstone, and affiliated
outsiders William Schwartz, Frederic V.
Salerno, George S. Abrams, Alan C. Greenberg,
Philippe P. Dauman and David R. Andelman. We
recommend that shareholders WITHHOLD votes from
Mel Karmazin for failure to establish a
majority independent board, and from Sumner M.
Redstone and Shari Redstone for standing as
insiders on the Nominating Committee and for
failure to establish a majority independent
board. We also recommend that shareholders
WITHHOLD votes from Frederic V. Salerno for
standing as an affiliated outsider on the Audit
and Compensation committees, and for failure to
establish a majority independent board. We also
recommend WITHHOLDING votes from William
Schwartz for standing as an affiliated outsider
on the Compensation and Nominating committees,
and for failure to establish a majority
independent board. Lastly, we recommend
WITHHOLDING votes from George S. Abrams for
standing as an affiliated outsider on the
Nominating Committee and for failure to
establish a majority independent board.
1.2 Elect Director David R. Andelman
--- Withhold
1.3 Elect Director Joseph A. Califano,
Jr. --- For
1.4 Elect Director William S. Cohen ---
For
1.5 Elect Director Philippe P. Dauman
--- Withhold
1.6 Elect Director Alan C. Greenberg
--- Withhold
1.7 Elect Director Mel Karmazin ---
Withhold
1.8 Elect Director Jan Leschly --- For
1.9 Elect Director David T. McLaughlin
--- For
1.10 Elect Director Shari Redstone ---
Withhold
1.11 Elect Director Sumner M. Redstone
--- Withhold
1.12 Elect Director Frederic V. Salerno
--- Withhold
1.13 Elect Director William Schwartz ---
Withhold
1.14 Elect Director Patty Stonesifer ---
For
1.15 Elect Director Robert D. Walter ---
For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
04/20/04 - A Wachovia Corp. *WB* 929903102 02/18/04 56,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Require Two Candidates for Each Against Against ShrHoldr
Board Seat
The process of finding qualified available
candidates is difficult and costly. Under this
proposal, the board would be required to
identify twice as many candidates as is
currently necessary. Those candidates would
then be asked to compete for the position on
the basis of the statements they submit for
publication in the proxy materials. Many
well-qualified candidates may refuse to submit
to such a process. This proposal could also
lead to a high rate of turnover among board
members, denying the company continuity of
strategic management. The nominating body could
well have considerable difficulty devising a
slate of candidates that would ensure a balance
of skills and experience on the board.
Directors are fiduciaries who must act in the
best interest of all shareholders. The
politicization of the board election process
does not assure more responsible representation
of shareholder interests, and it may lead to
unwarranted cost and influence of special
interests. As such, we do not believe that this
proposal merits shareholder approval.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Separate Chairman and CEO Positions Against Against ShrHoldr
04/20/04 - A Washington Mutual, Inc *WM* 939322103 02/27/04 29,410
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 81,095
1 Elect Directors For Split Mgmt
1.1 Elect Director J.A. Blanchard III
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Michael W.
Wright, Judith M. Runstad, and Donald B. Rice.
We recommend that shareholders WITHHOLD votes
from Judith M. Runstad for standing as an
affiliated outsider on the Audit Committee,
Michael W. Wright and Donald B. Rice for
standing as affiliated outsiders on the Human
Resources and Governance & Nominating
committees.
1.2 Elect Director Susan E. Engel ---
For
1.3 Elect Director Enrique Hernandez,
Jr. --- For
1.4 Elect Director Robert L. Joss ---
For
1.5 Elect Director Reatha Clark King
--- For
1.6 Elect Director Richard M.
Kovacevich --- For
1.7 Elect Director Richard D. McCormick
--- For
1.8 Elect Director Cynthia H. Milligan
--- For
1.9 Elect Director Philip J. Quigley
--- For
1.10 Elect Director Donald B. Rice ---
Withhold
1.11 Elect Director Judith M. Runstad
--- Withhold
1.12 Elect Director Stephen W. Sanger
--- For
1.13 Elect Director Susan G. Swenson ---
For
1.14 Elect Director Michael W. Wright
--- Withhold
2 Approve Retirement Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Expense Stock Options Against For ShrHoldr
Given the fact that stock options have become
an integral component of compensation, their
value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse. Moreover, this
proposal received majority support at last
year's meeting.
5 Limit Executive Compensation Against Against ShrHoldr
6 Link Executive Compensation to Against Against ShrHoldr
Social Issues
7 Report on Political Against Against ShrHoldr
Contributions/Activities
04/13/04 - A Weyerhaeuser Co. *WY* 962166104 02/20/04 36,400
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Declassify the Board of Directors Against Against Mgmt
4 Expense Stock Options Against For ShrHoldr
5 Implement Restricted Share Against For ShrHoldr
Executive Compensation Plan
6 Report on Greenhouse Gas Emissions Against Against ShrHoldr
7 Develop Policy Regarding Old Growth Against Against ShrHoldr
Forests
8 Ratify Auditors For For Mgmt
04/22/04 - A Wyeth *WYE* 983024100 03/12/04 41,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Drug Pricing Against Against ShrHoldr
4 Amend Animal Testing Policy Against Against ShrHoldr
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT LARGE CAP STOCK PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
08/11/03 - A Computer Sciences Corporation 205363104 06/13/03 12,300
*CSC*
1 Elect Directors For For
07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 43,000
1 Elect Directors For For
2 Declassify the Board of Directors For Against
3 Change Company Name For For
4 Approve Executive Incentive Bonus For For
Plan
09/22/03 - A General Mills, Inc. *GIS* 370334104 07/24/03 76,900
1 Elect Directors For For
1.1 Elect Director Stephen R. Demeritt
--- For
1.2 Elect Director Livio D. DeSimone
--- For
1.3 Elect Director William T. Esrey ---
For
1.4 Elect Director Raymond V. Gilmartin
--- For
1.5 Elect Director Judith Richards Hope
--- For
1.6 Elect Director Robert L. Johnson
--- For
1.7 Elect Director John M. Keenan ---
For
1.8 Elect Director Heidi G. Miller ---
For
1.9 Elect Director Hilda
Ochoa-Brillembourg --- For
1.10 Elect Director Stephen W. Sanger
--- For
1.11 Elect Director A. Michael Spence
--- For
1.12 Elect Director Dorothy A. Terrell
--- For
1.13 Elect Director Raymond G. Viault
--- For
1.14 Elect Director Paul S. Walsh --- For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
09/29/03 - A Herman Miller, Inc. *MLHR* 600544100 08/01/03 39,000
1 Elect Directors For For
2 Ratify Auditors For For
08/28/03 - A Medtronic, Inc. *MDT* 585055106 07/03/03 24,400
1 Elect Directors For Split
1.1 Elect Director Richard H. Anderson
--- For
1.2 Elect Director Michael R.
Bonsignore --- For
1.3 Elect Director Gordon M. Sprenger
--- Withhold
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
4 Approve Executive Incentive Bonus For For
Plan
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT LARGE CAP STOCK PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 10,376
1 Increase Authorized Common Stock For For
11/05/03 - A Cardinal Health, Inc. *CAH* 14149Y108 09/08/03 8,800
1 Elect Directors For For
11/11/03 - A Cisco Systems, Inc. *CSCO* 17275R102 09/12/03 161,100
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
Shareholder Proposals
4 Report on Company Products Used by Against Against
the Government to Monitor the
Internet
5 Report on Pay Disparity Against Against
10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 88,700
1 Approve Merger Agreement For For
10/22/03 - A Global Payments, Inc. *GPN* 37940X102 08/25/03 19,500
1 Elect Directors For Split
1.1 Elect Director Raymond L. Killian,
Jr. as Class I Director --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Gillian H.
Denham. We recommend that shareholders WITHHOLD
votes from Gillian H. Denham for standing as an
affiliated outsider on the Compensation and
Nominating committees.
1.2 Elect Director Michael W. Trapp as
Class II Director --- For
1.3 Elect Director Gerald J. Wilkins as
Class II Director --- For
1.4 Elect Director Alex W. Hart as
Class III Director --- For
1.5 Elect Director William I. Jacobs as
Class III Director --- For
1.6 Elect Director Gillian H. Denham as
Class III Director --- Withhold
1.7 Elect Director Alan M. Silberstein
as Class III Director --- For
11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 249,300
1 Elect Directors For Split
1.1 Elect Director William H. Gates,
III --- For
We recommend a vote FOR the directors with the
exception of Jon A. Shirley. We recommend that
shareholders WITHHOLD votes from Jon A. Shirley
for standing as an affiliated outsider on the
Audit Committee.
1.2 Elect Director Steven A. Ballmer
--- For
1.3 Elect Director James I. Cash, Jr.,
Ph.D. --- For
1.4 Elect Director Raymond V. Gilmartin
--- For
1.5 Elect Director Ann McLaughlin
Korologos --- For
1.6 Elect Director David F. Marquardt
--- For
1.7 Elect Director Charles H. Noski ---
For
1.8 Elect Director Dr. Helmut Panke ---
For
1.9 Elect Director Wm. G. Reed, Jr. ---
For
1.10 Elect Director Jon A. Shirley ---
Withhold
2 Amend Omnibus Stock Plan For For
3 Amend Non-Employee Director Stock For For
Option Plan
Shareholder Proposal
4 Refrain from Giving Charitable Against Against
Contributions
10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 118,700
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Ratify Auditors For For
4 Amend Non-Employee Director Omnibus For For
Stock Plan
Shareholder Proposal
5 Implement China Principles Against Against
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
THRIVENT LARGE CAP STOCK PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
01/22/04 - A Alberto-Culver Co. *ACV* 013068101 12/01/03 34,300
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Amend Articles For For
4 Increase Authorized Common Stock For For
03/05/04 - A AmerisourceBergen Corp *ABC* 03073E105 01/12/04 100
1 Elect Directors For For
03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 52,100
1 Elect Directors For For
2 Amend Omnibus Stock Plan For For
03/17/04 - S Bank of America Corp. *BAC* 060505104 01/26/04 60,600
1 Approve Merger Agreement For For
2 Amend Omnibus Stock Plan For For
3 Increase Authorized Common Stock For For
4 Adjourn Meeting For Against
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 27,800
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
Shareholder Proposal
3 Report on Foreign Operations Risk Against Against
01/09/04 - S Countrywide Financial Corp. 222372104 11/28/03 4,500
*CFC*
1 Increase Authorized Common Stock For For
01/15/04 - A Family Dollar Stores, Inc. 307000109 11/24/03 28,300
*FDO*
1 Elect Directors For For
2 Approve Non-Employee Director Stock For For
Option Plan
3 Ratify Auditors For For
01/14/04 - A Walgreen Co. *WAG* 931422109 11/17/03 249,500
1 Elect Directors For For
1.1 Elect Director David W. Bernauer
--- For
1.2 Elect Director William C. Foote ---
For
1.3 Elect Director James J. Howard ---
For
1.4 Elect Director Alan G. McNally ---
For
1.5 Elect Director Cordell Reed --- For
1.6 Elect Director Jeffrey A. Rein ---
For
1.7 Elect Director David Y. Schwartz
--- For
1.8 Elect Director John B. Schwemm ---
For
1.9 Elect Director Marilou M. von
Ferstel --- For
1.10 Elect Director Charles R. Walgreen
III --- For
2 Approve Non-Employee Director For Against
Omnibus Stock Plan
The total cost of the company's plans, including
the amended and restated nonemployee director
stock plan and other ongoing plans, of 7.70
percent is above the allowable cap for this
company of 5.13 percent.
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT LARGE CAP STOCK PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
05/11/04 - A 3M CO *MMM* 88579Y101 03/12/04 22,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Edward A. Brennan
--- Withhold
We recommend a vote FOR the directors with the
exceptions of insider W. James McNerney, Jr.
and independent outsiders Kevin W. Sharer and
Edward A. Brennan. We recommend that
shareholders WITHHOLD votes from W. James
McNerney, Jr., Kevin W. Sharer, and Edward A.
Brennan for failure to implement the proposal
to submit the company's poison pill to a
shareholder vote.
1.2 Elect Director Michael L. Eskew ---
For
1.3 Elect Director W. James McNerney,
Jr. --- Withhold
1.4 Elect Director Kevin W. Sharer ---
Withhold
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Separate Chairman and CEO Positions Against Against ShrHoldr
04/23/04 - A Abbott Laboratories *ABT* 002824100 02/25/04 28,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Drug Pricing Against Against ShrHoldr
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Prohibit Awards to Executives Against Against ShrHoldr
6 Report on Operational Imact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
05/03/04 - A AFLAC Incorporated *AFL* 001055102 02/25/04 81,200
1 Elect Directors For Split Mgmt
1.1 Elect Director Daniel P. Amos ---
For
We recommend a vote FOR the directors with the
exception of Michael H. Armacost. We recommend
that shareholders WITHHOLD votes from Michael
H. Armacost for poor attendance.
1.2 Elect Director John Shelby Amos II
--- For
1.3 Elect Director Michael H. Armacost
--- Withhold
1.4 Elect Director Kriss Cloninger III
--- For
1.5 Elect Director Joe Frank Harris ---
For
1.6 Elect Director Elizabeth J. Hudson
--- For
1.7 Elect Director Kenneth S. Janke,
Sr. --- For
1.8 Elect Director Douglas W. Johnson
--- For
1.9 Elect Director Robert B. Johnson
--- For
1.10 Elect Director Charles B. Knapp ---
For
1.11 Elect Director Hidefumi Matsui ---
For
1.12 Elect Director Nobuhiro Mori --- For
1.13 Elect Director E. Stephen Purdom,
M.D. --- For
1.14 Elect Director Barbara K. Rimer,
Ph.D. --- For
1.15 Elect Director Marvin R. Schuster
--- For
1.16 Elect Director Glenn Vaughn, Jr.
--- For
1.17 Elect Director Robert L. Wright ---
For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 182,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Product Warnings for Against Against ShrHoldr
Pregnant Women
4 Report on Health Risks Associated Against Against ShrHoldr
with Cigarette Filters
5 Political Contributions/Activities Against Against ShrHoldr
6 Cease Use of Light and Ultra Light Against Against ShrHoldr
in Cigarette Marketing
7 Place Canadian Style Warnings on Against Against ShrHoldr
Cigarette Packaging
8 Separate Chairman and CEO Positions Against Against ShrHoldr
05/04/04 - A Ambac Financial Group, Inc. 023139108 03/09/04 21,300
*ABK*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
4 Ratify Auditors For For Mgmt
04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 129,800
1 Elect Directors For For Mgmt
1.1 Elect Director Daniel F. Akerson
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Vernon E.
Jordan, Jr. We recommend that shareholders
WITHHOLD votes from Vernon E. Jordan, Jr. for
sitting on more than six boards.
1.2 Elect Director Charlene Barshefsky
--- For
1.3 Elect Director William G. Bowen ---
For
1.4 Elect Director Ursula M. Burns ---
For
1.5 Elect Director Kenneth I. Chenault
--- For
1.6 Elect Director Peter R. Dolan ---
For
1.7 Elect Director Vernon E. Jordan,
Jr. --- For
1.8 Elect Director Jan Leschly --- For
1.9 Elect Director Richard A. McGinn
--- For
1.10 Elect Director Edward D. Miller ---
For
1.11 Elect Director Frank P. Popoff ---
For
1.12 Elect Director Robert D. Walter ---
For
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Directors Against Against ShrHoldr
Under an effective corporate governance system,
shareholders have the right to express their
preferences each year by voting on directors at
the annual meeting. Thus, shareholders can
remove or reelect directors as they see fit.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on
political contributions, we take into account
the scope and nature of the request, the
company's adherence to laws and regulations
governing political contributions, and company
policies and additional disclosure on such
contributions. In the case of American Express,
we note that the company complies with federal,
state, and local laws regarding contributions
to political candidates or organizations.
Further, the company offers to provide
information on political contributions to
shareholders upon request. Therefore, the scope
of the disclosure requested in this proposal
may not be substantially different from
information currently available, and may not
provide any significant benefit to
shareholders. As such, it does not appear that
preparing and publicizing such reports in the
manner requested by the proponent would be the
most effective use of company assets.
05/19/04 - A American International Group, 026874107 03/26/04 157,600
Inc. *AIG*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Approve Non-Employee Director Stock For For Mgmt
Option Plan
4 Ratify Auditors For For Mgmt
5 Report on Political Against Against ShrHoldr
Contributions/Activities
6 Divest from Tobacco Equities Against Against ShrHoldr
7 Link Executive Compensation to Against Against ShrHoldr
Predatory Lending
06/10/04 - A American Power Conversion 029066107 04/14/04 69,400
Corp. *APCC*
1 Fix Number of Directors For For Mgmt
2 Elect Directors For Split Mgmt
2.1 Elect Director Rodger B. Dowdell,
Jr. --- Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Rodger B. Dowdell, Jr.,
Emanuel E. Landsman and Neil E. Rasmussen and
affiliated outsider Ervin F. Lyon. We recommend
that shareholders WITHHOLD votes from Rodger B.
Dowdell, Jr., Emanuel E. Landsman and Neil E.
Rasmussen for failure to establish a majority
independent board. We also recommend that
shareholders WITHHOLD votes from Ervin F. Lyon
for standing as an affiliated outsider on the
Audit, Compensation and Nominating committees
and for failure to establish a majority
independent board.
2.2 Elect Director Emanuel E. Landsman
--- Withhold
2.3 Elect Director Neil E. Rasmussen
--- Withhold
2.4 Elect Director Ervin F. Lyon ---
Withhold
2.5 Elect Director James D. Gerson ---
For
2.6 Elect Director John G. Kassakian
--- For
2.7 Elect Director John F. Keane, Sr.
--- For
2.8 Elect Director Ellen B. Richstone
--- For
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/13/04 - A Amgen, Inc. *AMGN* 031162100 03/19/04 45,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank J. Biondi, Jr.
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Jerry D.
Choate. We recommend that shareholders WITHHOLD
votes from Jerry D. Choate for standing as an
affiliated outsider on the Audit and
Compensation committees.
1.2 Elect Director Jerry D. Choate ---
Withhold
1.3 Elect Director Frank C. Herringer
--- For
1.4 Elect Director Gilbert S. Omenn ---
For
2 Ratify Auditors For For Mgmt
3 Prepare Glass Ceiling Report Against Abstain ShrHoldr
4 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 41,352
1 Elect Directors For Split Mgmt
1.1 Elect Director Eugene C. Fiedorek
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider F. H. Merelli.
We recommend that shareholders WITHHOLD votes
from F. H. Merelli for standing as an
affiliated outsider on the Audit Committee.
1.2 Elect Director Patricia Albjerg
Graham --- For
1.3 Elect Director F. H. Merelli ---
Withhold
1.4 Elect Director Raymond Plank --- For
2 Report on Greenhouse Gas Emissions Against Against ShrHoldr
05/27/04 - A Arrow Electronics, Inc. *ARW* 042735100 03/29/04 23,600
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/19/04 - A AT&T Wireless Services, Inc. 00209A106 03/22/04 34,500
*AWE*
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For For Mgmt
2.1 Elect Director Nobuharu Ono --- For
2.2 Elect Director Carolyn M. Ticknor
--- For
2.3 Elect Director John D. Zeglis ---
For
3 Ratify Auditors For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
The compensation committee is composed of
entirely of independent directors and currently
sets and reviews the company's executive
compensation program. We believe that the
compensation committee should have the
flexibility to determine an executive's pay
based on a number of factors, rather then have
an arbitrary cap to determine executive
compensation. Although we agree with the
proponent that the company's compensation
program should utilize justifiable performance
criteria, the proposed caps and restrictions
would be unduly restrictive. Thus, we do not
support this proposal.
5 Prohibit Awards to Executives Against Against ShrHoldr
We believe this proposal is too restrictive, as
it would prohibit the executives from being
remunerated with stock options and severance
payments regardless of the company's
performance. As such, this item does not
warrant shareholder approval.
6 Require Affirmative Vote of a Against Against ShrHoldr
Majority of the Shares to Elect
Directors
Given that: (i) the plurality voting threshold
is the currently accepted standard for the
election of directors of publicly traded
companies, (ii) approval of this item could
disrupt board operations and the company's
financial performance in the event some or all
of the director nominees do not receive
majority support and do not get elected, (iii)
requiring a majority vote of the outstanding
shares in effect provides for a supermajority
of votes cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (iv) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not at this point
in time believe the proposed amendment warrants
shareholder support.
04/28/04 - A Baker Hughes Incorporated 057224107 03/03/04 47,400
*BHI*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Edward P. Djerejian
--- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsiders
Charles L. Watson, H. John Riley, Jr., and
Edward P. Djerejian for failure to implement
the board declassification proposal.
1.2 Elect Director H. John Riley, Jr.
--- Withhold
1.3 Elect Director Charles L. Watson
--- Withhold
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
Baker Hughes does not have a rights plan. Last
year the board adopted a policy that any future
poison pill must be ratified by shareholders
either at the time of adoption or, if advised
by a committee of independent directors, within
a year of adoption or else the pill will then
expire. We believe that such a policy strikes
an appropriate balance between the board's
exercise of its fiduciary duty and the rights
of shareholders to ensure that a future pill is
not used in an abusive fashion.
05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 70,000
1 Elect Directors For For Mgmt
1.1 Elect Director William Barnet, III
--- For
1.2 Elect Director Charles W. Coker ---
For
1.3 Elect Director John T. Collins ---
For
1.4 Elect Director Gary L. Countryman
--- For
1.5 Elect Director Paul Fulton --- For
1.6 Elect Director Charles K. Gifford
--- For
1.7 Elect Director Donald E. Guinn ---
For
1.8 Elect Director James H. Hance, Jr.
--- For
1.9 Elect Director Kenneth D. Lewis ---
For
1.10 Elect Director Walter E. Massey ---
For
1.11 Elect Director Thomas J. May --- For
1.12 Elect Director C. Steven McMillan
--- For
1.13 Elect Director Eugene M. McQuade
--- For
1.14 Elect Director Patricia E. Mitchell
--- For
1.15 Elect Director Edward L. Romero ---
For
1.16 Elect Director Thomas M. Ryan ---
For
1.17 Elect Director O. Temple Sloan, Jr.
--- For
1.18 Elect Director Meredith R. Spangler
--- For
1.19 Elect Director Jackie M. Ward ---
For
2 Ratify Auditors For For Mgmt
3 Change Date of Annual Meeting Against Against ShrHoldr
Changing the date of the annual meeting could
allow more shareholders to attend, but there is
no way to determine for sure whether attendance
would actually increase. There is no compelling
reason to change the date of the meeting.
4 Adopt Nomination Procedures for the Against Against ShrHoldr
Board
5 Charitable Contributions Against Against ShrHoldr
6 Establish Independent Committee to Against Against ShrHoldr
Review Mutual Fund Policy
In view of the company's efforts and the
disclosure expected with the final settlement
agreement, we do not support this proposal at
this time.
7 Adopt Standards Regarding Privacy Against Against ShrHoldr
and Information Security
In this case we note that Bank of America does
outsource certain positions to foreign markets
where the company has determined that service
quality, timing, or cost savings would
ultimately benefit the company and increase
shareholder value. Further we note that many
other large companies have outsourced similar
operations support and customer service jobs.
Additionally, detailed disclosure on the
company's policies regarding job outsourcing
may not provide benefits to shareholders
commensurate with the cost of preparing this
report. As such, we do not recommend support
for the proposal at this time.
05/25/04 - A Bank One Corp. 06423A103 04/02/04 42,900
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For For Mgmt
3 Ratify Auditors For For Mgmt
05/11/04 - A Boston Scientific Corp. *BSX* 101137107 03/19/04 51,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/08/04 32,100
1 Elect Directors For For Mgmt
1.1 Elect Director Peter R. Dolan ---
For
1.2 Elect Director Louis V. Gerstner,
Jr. --- For
1.3 Elect Director Leif Johansson ---
For
2 Ratify Auditors For For Mgmt
3 Report on Political Against Against ShrHoldr
Contributions/Activities
4 Cease Political Against Against ShrHoldr
Contributions/Activities
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Report on Operational Impact of Against For ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
Given the seriousness of the issue and the
company's stated views and commitments, we
recommend in favor of this request.
7 Require Affirmative Vote of a Against Against ShrHoldr
Majority of the Shares to Elect
Directors
In light of the SEC's proposed new rule
regarding open access, we believe that
requiring a majority vote in the election of
directors is not in shareholders' best
interests. Given that: (1) the plurality voting
threshold is the accepted standard for the
election of directors of publicly traded
companies, (2) approval of this item could
disrupt board operations and the company's
financial performance in the event certain or
all of the director nominees do not receive
majority support and do not get elected, (3)
requiring a majority vote of the outstanding
shares in effect provides for a supermajority
of votes cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (4) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not believe that
the proposed amendment warrants shareholder
support at this time.
04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 17,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Barbara T. Alexander
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Walter
Scott, Jr. and Kenneth W. Orce. We recommend
that shareholders WITHHOLD votes from Walter
Scott, Jr. for standing as an affiliated
outsider on the Compensation and Nominating
committees, and Kenneth W. Orce for standing as
an affiliated outsider on the Nominating
Committee.
1.2 Elect Director Reuben V. Anderson
--- For
1.3 Elect Director Laird I. Grant ---
For
1.4 Elect Director Robert J. Harding
--- For
1.5 Elect Director John T. LaMacchia
--- For
1.6 Elect Director Randy L. Limbacher
--- For
1.7 Elect Director James F. McDonald
--- For
1.8 Elect Director Kenneth W. Orce ---
Withhold
1.9 Elect Director Donald M. Roberts
--- For
1.10 Elect Director James A. Runde ---
For
1.11 Elect Director John F. Schwarz ---
For
1.12 Elect Director Walter Scott, Jr.
--- Withhold
1.13 Elect Director Bobby S. Shackouls
--- For
1.14 Elect Director Steven J. Shapiro
--- For
1.15 Elect Director William E. Wade, Jr.
--- For
2 Approve Increase in Common Stock For For Mgmt
and a Stock Split
3 Ratify Auditors For For Mgmt
04/14/04 - A Caterpillar Inc. *CAT* 149123101 02/17/04 19,900
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Although we commend the company for approving
the TIDE provision to the company's rights
plan, because poison pills greatly alter the
balance of power between shareholders and
management, shareholders should be allowed to
make their own evaluation of such plans.
5 Report on Equipment Sales to Israel Against Against ShrHoldr
In this case, we agree with the company's
statement on the issue. While we recommend that
Caterpillar continuously review the risks and
opportunities associated with each market that
the company operates in, it would be overly
burdensome and potentially costly to monitor
and respond to issues resulting from the end
use of the company's products. Further, we note
that Caterpillar complies with current laws and
regulations regarding international operations.
Additionally, we agree that government
officials and organizations can better address
the political aspects of this proposal, and may
represent a more appropriate forum for these
concerns. As such, we do not recommend
shareholder support for this proposal at this
time.
6 Report on Operational Imact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
05/06/04 - A CenturyTel, Inc. *CTL* 156700106 03/08/04 4,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 5,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Adopt Shareholder Rights Plan For For Mgmt
(Poison Pill) Policy
4 Amend Omnibus Stock Plan For For Mgmt
5 Report on Operational Impact of Against For ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
Given the seriousness of the issue and the
company's stated views and commitments, we
recommend in favor of this request.
6 Report on Political Against Against ShrHoldr
Contributions/Activities
7 Require Affirmative Vote of a Against Against ShrHoldr
Majority of the Shares to Elect
Directors
Given that: (1) the plurality voting threshold
is the accepted standard for the election of
directors of publicly traded companies, (2)
approval of this item could disrupt board
operations and the company's financial
performance in the event certain or all of the
director nominees do not receive majority
support and do not get elected, (3) requiring a
majority vote of the outstanding shares in
effect provides for a supermajority of votes
cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (4) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not believe that
the proposed amendment warrants shareholder
support at this time.
8 Report on Health and Environmental Against Against ShrHoldr
Initiatives in Ecuador
9 Report on Renewable Energy Against Against ShrHoldr
04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 191,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
We feel that taking away the company's ability
to grant stock options is an arbitrary and
excessively restrictive proposal that could
potentially prohibit the company from
compensating employees based upon their
individual and company-wide performance. While
we are concerned that certain companies award
compensation packages without consideration of
performance hurdles, being unable to issue
stock options could hinder the company's
ability to attract and retain competent
executive officers. As such, we recommend
shareholders oppose this request.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Prohibit Awards to Executives Against Against ShrHoldr
We believe this proposal is too restrictive, as
it would prohibit the executives from being
remunerated with stock options and severance
payments regardless of the company's
performance. As such, this item does not
warrant shareholder approval.
6 Separate Chairman and CEO Positions Against Against ShrHoldr
04/28/04 - A Clear Channel Communications, 184502102 03/08/04 29,000
Inc. *CCU*
1 Elect Directors For Split Mgmt
1.1 Elect Director Alan D. Feld ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Alan D. Feld.
We recommend that shareholders WITHHOLD votes
from Alan D. Feld for standing as an affiliated
outsider on the Compensation Committee.
1.2 Elect Director Thomas O. Hicks ---
For
1.3 Elect Director Perry J. Lewis ---
For
1.4 Elect Director L. Lowry Mays --- For
1.5 Elect Director Mark P. Mays --- For
1.6 Elect Director Randall T. Mays ---
For
1.7 Elect Director B.J. Mccombs --- For
1.8 Elect Director Phyllis B. Riggins
--- For
1.9 Elect Director Theordore H. Strauss
--- For
1.10 Elect Director J.C. Watts --- For
1.11 Elect Director John H. Williams ---
For
2 Ratify Auditors For For Mgmt
04/20/04 - A CNF Inc. *CNF* 12612W104 03/01/04 9,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/04 - A ConocoPhillips *COP* 20825C104 03/10/04 15,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
5 Limit Executive Compensation Against Against ShrHoldr
6 Report on Drilling in the Arctic Against Against ShrHoldr
National Wildlife Refuge
05/19/04 - A Corn Products International, 219023108 03/22/04 5,100
Inc. *CPO*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 11,899
*CFC*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/18/04 - A Cox Communications, Inc. *COX* 224044107 03/19/04 337,800
1 Elect Directors For Split Mgmt
1.1 Elect Director G. Dennis Berry ---
Withhold
We recommend a vote FOR the directors with the
exceptions of independent outsider Andrew J.
Young, and insiders James O. Robbins, Robert C.
O'Leary, James C. Kennedy, and G. Dennis Berry.
We recommend that shareholders WITHHOLD votes
from Andrew J. Young for poor attendance. We
also recommend that shareholders WITHHOLD votes
from James O. Robbins, Robert C. O'Leary, James
C. Kennedy, and G. Dennis Berry for failure to
establish an independent nominating committee,
and for failure to establish a majority
independent board.
1.2 Elect Director Janet M. Clarke ---
For
1.3 Elect Director James C. Kennedy ---
Withhold
1.4 Elect Director Robert C. O'Leary
--- Withhold
1.5 Elect Director James O. Robbins ---
Withhold
1.6 Elect Director Rodney W. Schrock
--- For
1.7 Elect Director Andrew J. Young ---
Withhold
2 Approve Employee Stock Purchase Plan For For Mgmt
05/25/04 - A Dollar General Corp. *DG* 256669102 03/22/04 15,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/20/04 - A Dover Corp. *DOV* 260003108 02/27/04 23,000
1 Elect Directors For Split Mgmt
1.1 Elect Director David H. Benson ---
For
We recommend a vote FOR the directors with the
exception of Gary L. Roubos. We recommend that
shareholders WITHHOLD votes from Gary L. Roubos
for standing as an affiliated outsider on the
Audit Committee and Gary L. Roubos for standing
as an affiliated outsider on the Nominating
Committee.
1.2 Elect Director Jean-Pierre M. Ergas
--- For
1.3 Elect Director Kristiane C. Graham
--- For
1.4 Elect Director Ronald L. Hoffman
--- For
1.5 Elect Director James L. Koley ---
For
1.6 Elect Director Richard K. Lochridge
--- For
1.7 Elect Director Thomas L. Reece ---
For
1.8 Elect Director Bernard G. Rethore
--- For
1.9 Elect Director Gary L. Roubos ---
Withhold
1.10 Elect Director Michael B. Stubbs
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/19/04 - A Eli Lilly and Co. *LLY* 532457108 02/13/04 17,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Limit Executive Compensation Against Against ShrHoldr
The Compensation Committee is composed entirely
of independent directors and currently sets and
reviews the company's executive compensation
program. We believe that the Compensation
Committee should have the flexibility to
determine an executive's pay based on a number
of factors, rather then have an arbitrary cap
to determine executive compensation. Although
we agree with the proponent that the restricted
share program should utilize justifiable
performance criteria and challenging
performance benchmarks, the proposed caps on
restricted stock grants, severance payments,
salary and bonus, would be unduly restrictive.
Thus, we do not support this proposal.
5 Report on Drug Pricing Against Against ShrHoldr
05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 74,700
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
05/11/04 - A Ensco International, Inc. 26874Q100 03/15/04 26,400
*ESV*
1 Elect Directors For Split Mgmt
1.1 Elect Director David M. Carmichael
--- Withhold
We recommend that shareholders vote FOR Rita M.
Rodriguez but WITHHOLD votes from all the other
nominees. We recommend that shareholders
WITHHOLD votes from Compensation Committee
members David M. Carmichael and Thomas L. Kelly
II for not aligning CEO's compensation with
shareholders interests.
1.2 Elect Director Thomas L. Kelly II
--- Withhold
1.3 Elect Director Rita M. Rodriguez
--- For
05/14/04 - A Entergy Corp. *ETR* 29364G103 03/17/04 26,100
1 Elect Directors For For Mgmt
1.1 Elect Director Maureen Scannell
Bateman --- For
1.2 Elect Director W. Frank Blount ---
For
1.3 Elect Director Simon D. deBree ---
For
1.4 Elect Director Claiborne P. Deming
--- For
1.5 Elect Director Alexis M. Herman ---
For
1.6 Elect Director Donald C. Hintz ---
For
1.7 Elect Director J. Wayne Leonard ---
For
1.8 Elect Director Robert v.d. Luft ---
For
1.9 Elect Director Kathleen A. Murphy
--- For
1.10 Elect Director Paul W. Murrill ---
For
1.11 Elect Director James R. Nichols ---
For
1.12 Elect Director William A. Percy, II
--- For
1.13 Elect Director Dennis H. Reilley
--- For
1.14 Elect Director Wm. Clifford Smith
--- For
1.15 Elect Director Bismark A.
Steinhagen --- For
1.16 Elect Director Steven V. Wilkinson
--- For
2 Ratify Auditors For For Mgmt
3 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder
Vote
We generally support the submission of
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval, which would
limit a board's negotiating flexibility.
However, the company appears to have a policy
in place that is consistent with the proposal.
Therefore, we believe this proposal is moot and
does not warrant shareholder support.
4 Restore or Provide for Cumulative Against Against ShrHoldr
Voting
5 Prohibit Awards to Executives Against Against ShrHoldr
We believe that an independent compensation
committee needs to have flexibility in
constructing compensation packages for its top
managers in order to remain competitive in the
marketplace. The prohibition of all future
stock options, SARs and severance packages
would effectively limit the company's ability
to retain and attract qualified management.
This proposal is too restrictive, and does not
warrant shareholder approval.
05/04/04 - A EOG Resources, Inc. *EOG* 26875P101 03/08/04 82,700
1 Elect Directors For For Mgmt
1.1 Elect Director George A. Alcorn ---
For
1.2 Elect Director Charles R. Crisp ---
For
1.3 Elect Director Mark G. Papa --- For
1.4 Elect Director Edmund P. Segner,
III --- For
1.5 Elect Director Donald F. Textor ---
For
1.6 Elect Director Frank G. Wisner ---
For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 212,500
1 Elect Directors For For Mgmt
1.1 Elect Director Michael J. Boskin
--- For
1.2 Elect Director James R. Houghton
--- For
1.3 Elect Director William R. Howell
--- For
1.4 Elect Director Reatha Clark King
--- For
1.5 Elect Director Philip E. Lippincott
--- For
1.6 Elect Director Harry J. Longwell
--- For
1.7 Elect Director Henry A. McKinnell,
Jr. --- For
1.8 Elect Director Marilyn Carlson
Nelson --- For
1.9 Elect Director Lee R. Raymond ---
For
1.10 Elect Director Walter V. Shipley
--- For
1.11 Elect Director Rex W. Tillerson ---
For
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Restricted Stock Plan
4 Affirm Political Nonpartisanship Against Against ShrHoldr
5 Report on Political Against Against ShrHoldr
Contributions/Activities
6 Report on Equatorial Guinea Against Against ShrHoldr
7 Separate Chairman and CEO Positions Against Against ShrHoldr
8 Prohibit Awards to Executives Against Against ShrHoldr
For its long term compensation, ExxonMobil
switched from options to restricted stock two
years ago, as the board believes restricted
stock to be more effective in retaining
employees and in meeting shareholder
expectations. For senior executives, the
restricted stock carries rigorous vesting
requirements: 50 percent vesting over five
years and the remaining over another five. In
this case, the proposal requests a total ban on
rights, options, SARs and severance payments
and is therefore unduly restrictive.
9 Report on Stock Option Distribution Against Abstain ShrHoldr
by Race and Gender
10 Amend EEO Statement to Include Against Abstain ShrHoldr
Reference to Sexual Orientation
11 Report on Climate Change Research Against Against ShrHoldr
Therefore, based on the broad scope of the
proposal and the associated practical
considerations of publishing this information,
recent improvements in disclosure made by the
company, and our concerns regarding the value
that the requested information would provide to
shareholders, we do not recommend support for
this resolution.
05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 78,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Provide for Cumulative Voting Against Against ShrHoldr
05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 141,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Gannett Co., Inc. *GCI* 364730101 03/05/04 36,000
1 Elect Directors For For Mgmt
1.1 Elect Director James A. Johnson ---
For
1.2 Elect Director Douglas H.
McCorkindale --- For
1.3 Elect Director Stephen P. Munn ---
For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
The Compensation Committee is composed of
majority independent directors and currently
sets and reviews the company's executive
compensation program. We believe that the
Compensation Committee should have the
flexibility to determine an executive's pay
based on a number of factors, rather then have
an arbitrary cap to determine executive
compensation. Although we agree with the
proponent that the restricted share program
should utilize justifiable performance
criteria, the proposed caps on restricted stock
grants, severance payments, salary and bonus,
would be unduly restrictive. Thus, we do not
support this proposal.
05/05/04 - A General Dynamics Corp. *GD* 369550108 03/12/04 23,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans.
4 Report on Foreign Military Sales Against Against ShrHoldr
04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 188,300
1 Elect Directors For Split Mgmt
1.1 Elect Director James I. Cash, Jr.
--- For
We recommend a vote FOR the directors with the
exception of Claudio X. Gonzalez. We recommend
that shareholders WITHHOLD votes from Claudio
X. Gonzalez for sitting on more than six boards.
1.2 Elect Director Dennis D. Dammerman
--- For
1.3 Elect Director Ann M. Fudge --- For
1.4 Elect Director Claudio X. Gonzalez
--- Withhold
1.5 Elect Director Jeffrey R. Immelt
--- For
1.6 Elect Director Andrea Jung --- For
1.7 Elect Director Alan G. Lafley ---
For
1.8 Elect Director Kenneth G. Langone
--- For
1.9 Elect Director Ralph S. Larsen ---
For
1.10 Elect Director Rochelle B. Lazarus
--- For
1.11 Elect Director Sam Nunn --- For
1.12 Elect Director Roger S. Penske ---
For
1.13 Elect Director Robert J. Swieringa
--- For
1.14 Elect Director Douglas A. Warner
III --- For
1.15 Elect Director Robert C. Wright ---
For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Provide for Cumulative Voting Against Against ShrHoldr
5 Eliminate Animal Testing Against Against ShrHoldr
6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr
7 Report on PCB Clean-up Against Against ShrHoldr
8 Report on Foreign Outsourcing Against Abstain ShrHoldr
9 Prepare Sustainability Report Against Against ShrHoldr
10 Limit Composition of Management Against Against ShrHoldr
Development and Compensation
Committee to Independent Directors
11 Report on Pay Disparity Against Abstain ShrHoldr
12 Limit Awards to Executives Against Against ShrHoldr
13 Limit Board Service for Other Against For ShrHoldr
Companies
Although the company maintains a policy
regarding overboarded directors, the policy
permits the maintenance of current directors
who exceed these limits if the board determines
that such director's service on the board would
not be impaired. In fact, the company has
already made an exception with regard to
director Claudio Gonzalez, who sits on over six
other public company boards. The proponent's
request would not allow the company to bypass
or alter these limits without shareholder
approval. Therefore, we believe that the
proponent's request represents a preferable
policy framework from a shareholder's
perspective. As such, we believe this item
warrants shareholder support.
14 Separate Chairman and CEO Positions Against Against ShrHoldr
15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr
Value
16 Adopt a Retention Ratio for Against Against ShrHoldr
Executives and Directors
17 Require 70% to 80% Independent Board Against Against ShrHoldr
18 Report on Political Against Against ShrHoldr
Contributions/Activities
04/24/04 - A Harley-Davidson, Inc. *HDI* 412822108 03/10/04 39,800
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 98,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Gregory D. Brenneman
--- For
We recommend a vote FOR the directors with the
exception of independent outsider Claudio X.
Gonzalez. We recommend that shareholders
WITHHOLD votes from Claudio X. Gonzalez for
sitting on more than six boards.
1.2 Elect Director Richard H. Brown ---
For
1.3 Elect Director John L. Clendenin
--- For
1.4 Elect Director Berry R. Cox --- For
1.5 Elect Director Claudio X. Gonzalez
--- Withhold
1.6 Elect Director Milledge A. Hart,
III --- For
1.7 Elect Director Bonnie G. Hill ---
For
1.8 Elect Director Kenneth G. Langone
--- For
1.9 Elect Director Robert L. Nardelli
--- For
1.10 Elect Director Roger S. Penske ---
For
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Directors Against Against ShrHoldr
Because a six-year term limit is arbitrary, and
because the company's shareholders can express
their dissatisfaction with directors on an
annual basis, we believe that the proposal does
not warrant shareholder support.
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because the company does not have a policy that
puts any future pill to a shareholder vote, we
recommend that shareholders support this
proposal.
5 Performance- Based/Indexed Options Against For ShrHoldr
Because we support pay for performance, and
because the grants of restricted stock (other
than those granted under the LTIP) are not
based on specific performance hurdles, we
believe the proposal warrants shareholder
support.
6 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr
7 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We support the shareholder proposal as it
relates to ex post facto ratification of golden
parachutes and severance plans, and therefore
recommend that shareholders vote to approve
this proposal.
8 Require Affirmative Vote of the Against Against ShrHoldr
Majority of the Shares to Elect
Directors
Given that: (i) the plurality voting threshold
is the currently accepted standard for the
election of directors of publicly traded
companies, (ii) approval of this item could
disrupt board operations and the company's
financial performance in the event some or all
of the director nominees do not receive
majority support and do not get elected, (iii)
requiring a majority vote of the outstanding
shares in effect provides for a supermajority
of votes cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (iv) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not at this point
in time believe the proposed amendment warrants
shareholder support.
04/26/04 - A Honeywell International, Inc. 438516106 02/27/04 12,700
*HON*
1 Elect Directors For Split Mgmt
1.1 Elect Director James J. Howard ---
Withhold
We recommend withholding votes from all of the
nominees with the exception of new nominee Eric
K. Shinseki. We recommend shareholders WITHHOLD
votes from Ivan G. Seidenberg, Russell E.
Palmer, Bruce Karatz, and James J. Howard for
failure to implement the proposal to eliminate
the supermajority vote requirement.
1.2 Elect Director Bruce Karatz ---
Withhold
1.3 Elect Director Russell E. Palmer
--- Withhold
1.4 Elect Director Ivan G. Seidenberg
--- Withhold
1.5 Elect Director Eric K. Shinseki ---
For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
As a matter of policy, we recommend that
shareholders vote for all proposals that
eliminate supermajority vote requirements, as
they serve as entrenchment devices for
management and therefore are not in the
shareholders' best interest.
5 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We support the submission of golden parachutes
and other severance provisions for shareholder
ratification as a general principle.
Furthermore, we believe that a company's
parachute provisions should be reasonable and
not excessive. To be effective without creating
distorted incentives with respect to
management, severance arrangements must be
considerably less attractive than continued
employment with the company. This proposal also
allows the company to seek shareholder approval
after the material terms of the agreement have
been agreed upon. Therefore, we support this
proposal.
6 Report on Pay Disparity Against Abstain ShrHoldr
7 Provide for Cumulative Voting Against Against ShrHoldr
05/07/04 - A Illinois Tool Works Inc. *ITW* 452308109 03/09/04 9,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 235,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Craig R. Barrett ---
For
We recommend a vote FOR the directors with the
exception of independent outsider D. James
Guzy. We recommend that shareholders WITHHOLD
votes from D. James Guzy for sitting on more
than six boards.
1.2 Elect Director Charlene Barshefsky
--- For
1.3 Elect Director E. John P. Browne
--- For
1.4 Elect Director Andrew S. Grove ---
For
1.5 Elect Director D. James Guzy ---
Withhold
1.6 Elect Director Reed E. Hundt --- For
1.7 Elect Director Paul S. Otellini ---
For
1.8 Elect Director David S. Pottruck
--- For
1.9 Elect Director Jane E. Shaw --- For
1.10 Elect Director John L. Thornton ---
For
1.11 Elect Director David B. Yoffie ---
For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
5 Limit/Prohibit Awards to Executives Against For ShrHoldr
The company currently does not use
performance-vesting awards in its compensation
plans for senior executives. Although the
proponent in its supporting statement is
critical of fixed-price options, it does not
appear that the proposal advocates replacement
of options with performance-based restricted
stock. The proposal requests the the company
use performance-vesting stock in development of
future equity awards for senior executives.
Although the company has recently adopted
officer stockholding guidelines, a more
rigorous requirement would be 7x to 10x for the
CEO and scaled down for other executives.
Therefore, we believe that this proposal
warrants shareholder support.
6 Performance- Based/Indexed Options Against For ShrHoldr
In this case, the company uses standard options
for its long term compensation. It does not
currently award or plans to award
performance-based options. The proposal
requests for a portion of future stock option
grants to be performance-based to senior
executives and is therefore not unduly
restrictive. The company should be able to
identify appropriate performance criteria and
clearly disclose the associated performance
goals or hurdle rates to the shareholders. This
would provide further discipline and alignment
in award of executive compensation to
shareholders interest.
04/27/04 - A International Business 459200101 02/27/04 64,300
Machines Corp. *IBM*
1 Elect Directors For For Mgmt
1.1 Elect Director Cathleen Black ---
For
1.2 Elect Director Kenneth I. Chenault
--- For
1.3 Elect Director Carlos Ghosn --- For
1.4 Elect Director Nannerl O. Keohane
--- For
1.5 Elect Director Charles F. Knight
--- For
1.6 Elect Director Lucio A. Noto --- For
1.7 Elect Director Samuel J. Palmisano
--- For
1.8 Elect Director John B. Slaughter
--- For
1.9 Elect Director Joan E. Spero --- For
1.10 Elect Director Sidney Taurel --- For
1.11 Elect Director Charles M. Vest ---
For
1.12 Elect Director Lorenzo H. Zambrano
--- For
2 Ratify Auditors For For Mgmt
3 Ratify Auditors for the Company's For For Mgmt
Business Consulting Services Unit
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Provide for Cumulative Voting Against Against ShrHoldr
6 Amend Pension and Retirement Against Against ShrHoldr
Medical Insurance Plans
We believe the scope of the proponent's
proposal is overly broad since it asks that all
employees be allowed to choose participation in
the plan, which could be costly to
shareholders. Moreover, if the company
ultimately lost on these claims it would be
required to remedy the age discriminating
effect of its plans. Accordingly, we recommend
a vote against this proposal.
7 Submit Executive Compensation to Against For ShrHoldr
Vote
Pension fund income can distort true operating
performance, which should be the basis for
determining executive bonuses and compensation
rather than gains from defined benefit plans.
And because companies have discretion in
determining the assuptions to measure pension
obligation and expenses, there is potential for
manipulation. For example, J.P. Morgan Fleming
Asset Management found that the median expected
annual rate of return used among S&P 500
companies has remained steady at 9.2 percent
since 1997. Using a more realistic assumption
such as 6.5 percent would trim $44 billion off
S&P 500 profits just in 2003. We agree
with the principle advanced by the proposal and
believes a cleaner measure of earnings should
be applied to performance pay. A number of
companies are adopting this concept, including
General Electric, Verizon Communications and
Qwest Communications International Inc.
8 Expense Stock Options Against For ShrHoldr
We support the general principle motivating
this non-binding proposal. We agree with the
growing investor consensus that companies
should expense the costs associated with stock
options in order to increase the accuracy of
their financial statements. Although companies
can choose to expense options, the Financial
Accounting Standards Board (FASB) does not
require it. Since the expensing of options
lowers earnings, most companies have elected
not to do so. Instead, most companies have
opted to disclose option values only in the
footnotes to their annual reports. In
the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options (some 350) have had
flexibility in their selection of a specific
valuation methodology. Opponents of option
expensing argue that options are difficult to
value and expensing options could add
complexity and decrease transparency in
financial reporting. However, given the fact
that stock options have become an integral
component of compensation, their value cannot
be ignored and treated as "no-cost"
compensation. Given that (1) many companies use
stock options as a significant component of
overall compensation, (2) the exercise of
options result in a transfer of shareholder
value, and (3) the contingent cost of options
reduces earnings, we believe that options
should be expensed along with all other forms
of compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
9 Limit Awards to Executives Against Against ShrHoldr
We agree with proponent's underlying rationale
for disclosure of executive compensation.
However, the liability threshold of $2,000 is
arbitrary. Furthermore, based on the
independence of the company's compensation
committee, and the company's existing
disclosure regarding its compensation
practices, we agree with the board that the
current requirements for disclosure of
executive compensation are adequate and fair.
Therefore, we do not believe that shareholders
would receive any meaningful benefit from this
additional disclosure requirement.
10 China Principles Against Against ShrHoldr
11 Report on Political Against Against ShrHoldr
Contributions/Activities
12 Report on Executive Compensation Against For ShrHoldr
While we do not suggest that current
compensation practices have the intended
effects suggested by the shareholder, we
nonetheless support this proposal as the
additional reporting will provide shareholders
with greater transparency on compensation
policies.
04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 93,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Cease Charitable Contributions Against Against ShrHoldr
05/25/04 - A JP Morgan Chase & Co. *JPM* 46625H100 04/02/04 166,500
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For For Mgmt
2.1 Elect Director Hans W. Becherer ---
For
2.2 Elect Director Frank A. Bennack,
Jr. --- For
2.3 Elect Director John H. Biggs --- For
2.4 Elect Director Lawrence A. Bossidy
--- For
2.5 Elect Director Ellen V. Futter ---
For
2.6 Elect Director William H. Gray, III
--- For
2.7 Elect Director William B. Harrison,
Jr --- For
2.8 Elect Director Helene L. Kaplan ---
For
2.9 Elect Director Lee R. Raymond ---
For
2.10 Elect Director John R. Stafford ---
For
3 Ratify Auditors For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
The performance measures included under the
plan are appropriate for the company given its
line of business, long-term strategic
objectives, and industry-specific measures for
assessing market competitiveness. Additionally,
the plan is administered by a committee of
independent outsiders who must certify
attainment of these objective, measurable
performance goals before cash awards are paid
to participants. Moreover, preservation of the
full deductibility of all compensation paid
reduces the company's corporate tax obligation.
5 Adjourn Meeting For Against Mgmt
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
6 Establish Term Limits for Directors Against Against ShrHoldr
Because a six-year term limit is arbitrary, and
because the company's shareholders can express
their dissatisfaction with directors on an
annual basis, we believe that the proposal does
not warrant shareholder support.
7 Charitable Contributions Against Against ShrHoldr
We generally believe that charitable
contributions are beneficial to the company
when they are donated in good faith and in the
absence of gross negligence or self-dealing of
management. These contributions assist in
worthwhile causes and can help generate
goodwill within the community. The JP Morgan
Chase Foundation engages and donates to causes
that management believes are beneficial to the
communities in which the company operates and
in the best interests of the company. Further,
the company provides comprehensive information
regarding its corporate giving grants in its
Corporate Responsibility Annual Reports
available on the company's website. Therefore,
lacking evidence to the contrary, we believe
that continuing these charitable contributions
is in the best interests of the shareholders.
8 Political Contributions Against Against ShrHoldr
9 Separate Chairman and CEO Positions Against Against ShrHoldr
10 Provide Adequate Disclosure for Against Against ShrHoldr
over the counter Derivatives
11 Auditor Independence Against For ShrHoldr
Since approval of this proposal will enhance
company's transparency to shareholders and
ensure auditor independence, we support this
proposal.
12 Submit Non-Employee Director Against Against ShrHoldr
Compensation to Vote
JP Morgan's director compensation is in line
with the compensation practices of its peers.
We agree with the company's view that a
significant portion of the overall director
compensation be linked to the company's stock.
At this time, in the absence of compelling
evidence of abusive director compensation
practices, we recommend against the proposal.
13 Report on Pay Disparity Against Abstain ShrHoldr
Since approval of this proposal will help JP
Morgan review its current pay practices and
policies, and provide transparency to its
shareholders, we support this request.
04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 9,300
*LEH*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/09/04 - A Liberty Media Corp. *L* 530718105 04/21/04 209,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert R. Bennett
--- Withhold
We recommend a vote FOR the directors with the
exception of insiders John C. Malone and Robert
R. Bennett. We recommend that shareholders
WITHHOLD votes from John C. Malone and Robert
R. Bennett for failure to establish a majority
independent board.
1.2 Elect Director Paul A. Gould --- For
1.3 Elect Director John C. Malone ---
Withhold
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/20/04 - A Marsh & McLennan Companies, 571748102 03/22/04 17,800
Inc. *MMC*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/03/04 - A MBNA Corp. *KRB* 55262L100 02/13/04 150,800
1 Elect Directors For Split Mgmt
1.1 Elect Director James H. Berick ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insider Bruce L. Hammonds and
affiliated outsiders Benjamin R. Civiletti
,James H. Berick and Randolph D. Lerner. We
recommend that shareholders WITHHOLD votes from
Benjamin R. Civiletti and James H. Berick for
standing as affiliated outsiders on the Audit,
Compensation and Governance committees and for
failure to establish a majority independent
board. We recommend that shareholders WITHHOLD
votes from Randolph D. Lerner and Bruce L.
Hammonds for failure to establish a majority
independent board.
1.2 Elect Director Benjamin R.
Civiletti --- Withhold
1.3 Elect Director Bruce L. Hammonds
--- Withhold
1.4 Elect Director William L. Jews ---
For
1.5 Elect Director Randolph D. Lerner
--- Withhold
1.6 Elect Director Stuart L. Markowitz
--- For
1.7 Elect Director William B. Milstead
--- For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the wake of financial reporting problems and
excessive executive compensation at companies
like Enron Corp., Worldcom Inc., and Tyco
International Ltd., we agree with the growing
investor consensus that companies should
expense the costs associated with stock options
in order to increase the accuracy of their
financial statements. Since the expensing of
options lowers earnings, most companies have
elected not to do so. Instead, most companies
have opted to disclose option values only in
the footnotes to their annual reports. However,
stock options have become an integral component
of compensation and their value cannot be
ignored and treated as "no-cost" compensation.
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
4 Require Majority of Independent Against For ShrHoldr
Directors on Board
We believe that MBNA is moving in the right
direction as evidenced by the recent changes in
the company such as reducing executive
compensation and changing the composition of
the board. However, we believe that the board
of directors should be an independent body
capable of providing objective oversight of
management and the company's overall direction.
This goal can best be achieved when directors
are independent of the CEO and have no personal
interest in the company arising from salary, a
consulting agreement, or any other significant
business arrangement.
04/21/04 - A MEDCO Health Solutions Inc 58405U102 03/10/04 20,028
*MHS*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 27,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For Against Mgmt
4 Prohibit Awards to Executives Against Against ShrHoldr
5 Develop Ethical Criteria for Patent Against Against ShrHoldr
Extension
6 Link Executive Compensation to Against Abstain ShrHoldr
Social Issues
7 Report on Political Contributions Against Against ShrHoldr
8 Report on Operational Impact of Against Abstain ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
04/23/04 - A Merrill Lynch & Co., Inc. 590188108 02/24/04 24,000
*MER*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Against Against ShrHoldr
Voting
4 Separate Chairman and CEO Positions Against Against ShrHoldr
04/27/04 - A Metlife, Inc *MET* 59156R108 03/01/04 37,100
1 Elect Directors For Split Mgmt
1.1 Elect Director Curtis H. Barnette
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Harry P.
Kamen and John C. Danforth. We recommend that
shareholders WITHHOLD votes from Harry P. Kamen
and John C. Danforth for standing as affiliated
outsiders on the Nominating Committee.
1.2 Elect Director John C. Danforth ---
Withhold
1.3 Elect Director Burton A. Dole, Jr.
--- For
1.4 Elect Director Harry P. Kamen ---
Withhold
1.5 Elect Director Charles M. Leighton
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
5 Ratify Auditors For For Mgmt
6 Limit Executive Compensation Against Against ShrHoldr
04/20/04 - A Morgan Stanley *MWD* 617446448 02/20/04 56,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
5 Report on Political Against Against ShrHoldr
Contributions/Activities
05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 48,000
*NXTL*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
06/22/04 - A Nordstrom, Inc. *JWN* 655664100 03/17/04 8,100
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
05/13/04 - A Norfolk Southern Corp. *NSC* 655844108 03/05/04 81,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A North Fork Bancorporation, 659424105 03/01/04 18,100
Inc. *NFB*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/20/04 - A Northern Trust Corp. *NTRS* 665859104 03/01/04 20,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Duane L. Burnham ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Robert A.
Helman. We recommend that shareholders WITHHOLD
votes from Robert A. Helman for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Dolores E. Cross ---
For
1.3 Elect Director Susan Crown --- For
1.4 Elect Director Robert S. Hamada ---
For
1.5 Elect Director Robert A. Helman ---
Withhold
1.6 Elect Director Dipak C. Jain --- For
1.7 Elect Director Arthur L. Kelly ---
For
1.8 Elect Director Robert C. Mccormack
--- For
1.9 Elect Director Edward J. Mooney ---
For
1.10 Elect Director William A. Osborn
--- For
1.11 Elect Director John W. Rowe --- For
1.12 Elect Director Harold B. Smith ---
For
1.13 Elect Director William D. Smithburg
--- For
2 Ratify Auditors For For Mgmt
05/18/04 - A Northrop Grumman Corp. *NOC* 666807102 03/22/04 13,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
4 Declassify the Board of Directors Against Against ShrHoldr
04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 275,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
5 Cease Political Against Against ShrHoldr
Contributions/Activities
6 Report on Political Against Against ShrHoldr
Contributions/Activities
7 Establish Term Limits for Directors Against Against ShrHoldr
8 Report on Drug Pricing Against Against ShrHoldr
9 Limit Awards to Executives Against Against ShrHoldr
10 Amend Animal Testing Policy Against Against ShrHoldr
05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 70,400
*PVN*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/23/04 - A Rowan Companies, Inc. *RDC* 779382100 03/01/04 22,800
1 Elect Directors For For Mgmt
04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 94,300
1 Elect Directors For For Mgmt
1.1 Elect Director James E. Barnes ---
For
1.2 Elect Director James A. Henderson
--- For
1.3 Elect Director John B. McCoy --- For
1.4 Elect Director S. Donley Ritchey
--- For
1.5 Elect Director Joyce M. Roche ---
For
1.6 Elect Director Patricia P. Upton
--- For
2 Ratify Auditors For For Mgmt
3 Amend Bylaws For Against Mgmt
This proposal would declassify the board.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Change Size of Board of Directors Against Against ShrHoldr
Given that: (1) the company's corporate
governance guidelines address the proponent's
concern regarding the size of the board and (2)
the company has laid out a plan to reduce the
size of the board to 13 directors by 2006, we
do not believe this item warrants shareholder
support.
04/14/04 - A Schlumberger Ltd. *SLB* 806857108 02/25/04 23,500
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 ADOPTION AND APPROVAL OF FINANCIALS For For Mgmt
AND DIVIDENDS
3 APPROVAL OF ADOPTION OF THE 2004 For For Mgmt
STOCK AND DEFERRAL PLAN FOR
NON-EMPLOYEE DIRECTORS
4 APPROVAL OF AUDITORS For For Mgmt
04/20/04 - A Smith International, Inc. 832110100 02/27/04 12,700
*SII*
1 Elect Directors For Split Mgmt
1.1 Elect Director James R. Gibbs ---
For
We recommend a vote FOR the directors with the
exception of Jerry W. Neely. We recommend that
shareholders WITHHOLD votes from Jerry W. Neely
for standing as an affiliated outsider on the
Audit and on the Compensation committees.
1.2 Elect Director Jerry W. Neely ---
Withhold
2 Ratify Auditors For For Mgmt
04/20/04 - A Sprint Corp. *FON* 852061506 02/20/04 900
1 Elect Directors For Split Mgmt
1.1 Elect Director Gordon M. Bethune
--- For
In light of the persistent and questionable
judgment displayed by the board, we recommend a
WITHHOLD vote from Linda Koch Lorimer as the
only continuing director up for re-election. It
is our stance that if the remaining continuing
directors were up for re-election, we would
recommend a withhold vote from those board
members as well.
1.2 Elect Director E. Linn Draper, Jr.
--- For
1.3 Elect Director Deborah A. Henretta
--- For
1.4 Elect Director Linda Koch Lorimer
--- Withhold
2 Ratify Auditors For For Mgmt
3 Performance- Based/Indexed Options Against For ShrHoldr
We support the general principal of
performance-based compensation, and believes
that there should be strong linkage between
company's performance and compensation at the
senior executive level. We also favor the use
of equity grants whose grant or vesting are
directly tied to the attainment of disclosed
performance criteria and the associated hurdle
rates. Sprint's long-term incentive program
utilizes time-based restricted stock grants and
stock options in 2003. Only the short-term
incentive compensation is tied to a
pre-established performance criteria. As for
stock options, the nature of the stock price
element is the performance feature of the
long-term incentive. Therefore, executives will
receive a benefit only when the stock price
increases. In light of Sprint's non
performance-based equity grants and Mr.
Forsee's 2003 compensation package, we
recommend a vote in favor of this proposal in
this case.
4 Limit Executive Compensation Against Against ShrHoldr
We agree with the spirit of the proposal and
has repeatedly stressed its concern throughout
this analysis of the compensation package of
chief executive officer Gary Forsee. However,
this proposal would arbitrarily set caps on
salary, bonus, and equity awards regardless of
the company's performance.
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Report on Foreign Outsourcing Against Abstain ShrHoldr
05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 12,400
1 Elect Directors For For Mgmt
1.1 Elect Director Michael A. Rocca ---
For
1.2 Elect Director David A. Thompson
--- For
1.3 Elect Director Stefan K.
Widensohler --- For
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Increase Authorized Common Stock For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
While we understand the proponent's concerns
with escalating CEO pay, we believe that the
proposal is unduly restrictive. The
Compensation Committee and Management
Development Committee, which is composed
entirely of independent directors, should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. Furthermore, the features of
this proposal would limit equity awards to time
based restricted shares and set arbitrary caps
on salary, bonus and severance, regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 37,300
Worldwide, Inc. *HOT*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Declassify the Board of Directors For Against Mgmt
04/21/04 - A State Street Corp. (Boston) 857477103 02/27/04 41,700
*STT*
1 Elect Directors For For Mgmt
1.1 Elect Director Kennett Burnes ---
For
1.2 Elect Director David Gruber --- For
1.3 Elect Director Linda Hill --- For
1.4 Elect Director Charles Lamantia ---
For
1.5 Elect Director Robert Weissman ---
For
2 Exempt Board of Directors from Against Against ShrHoldr
Massachusetts General Laws, Chapter
156B, Section 50A(a)
Proposal would declassify the board.
04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 5,500
1 Elect Directors For For Mgmt
1.1 Elect Director James R. Adams ---
For
1.2 Elect Director David L. Boren ---
For
1.3 Elect Director Daniel A. Carp ---
For
1.4 Elect Director Thomas J. Engibous
--- For
1.5 Elect Director Gerald W.
Fronterhouse --- For
1.6 Elect Director David R. Goode ---
For
1.7 Elect Director Wayne R. Sanders ---
For
1.8 Elect Director Ruth J. Simmons ---
For
1.9 Elect Director Richard K. Templeton
--- For
1.10 Elect Director Christine Todd
Whitman --- For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
05/17/04 - A The Charles Schwab Corp. *SCH* 808513105 03/18/04 7,100
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
04/16/04 - A The Progressive Corp. *PGR* 743315103 02/18/04 22,300
1 Elect Directors For For Mgmt
2 Amend Articles to Issue Shares For For Mgmt
without Issuing Physical
Certificates
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 74,762
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/12/04 - A Tribune Co. *TRB* 896047107 03/17/04 29,700
1 Elect Directors For For Mgmt
1.1 Elect Director Jeffrey Chandler ---
For
1.2 Elect Director William A. Osborn
--- For
1.3 Elect Director Kathryn C. Turner
--- For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 12.74 percent is above the allowable cap for
this company of 6.63 percent.
04/14/04 - A United Technologies Corp. 913017109 02/17/04 23,600
*UTX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Disclosure of Executive Compensation Against Against ShrHoldr
4 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
5 Performance-Based/Indexed Options Against For ShrHoldr
6 Separate Chairman and CEO Positions Against Against ShrHoldr
04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 72,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Against Against ShrHoldr
Voting
4 Require Majority of Independent Against Against ShrHoldr
Directors on Board
Because the company already satisfies our
guidelines on independence and has already
established a formal independence policy that
goes above and beyond our requirements, we
believe that this proposal does not warrant
shareholder support.
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans.
7 Submit Executive Compensation to Against For ShrHoldr
Vote
Because the SERP may confer extraordinary
benefits not included in employee-wide plans,
we believe that the proposal warrants
shareholder support.
8 Prohibit Awards to Executives Against Against ShrHoldr
We cannot support the outright prohibition on
tracking stock equity awards called for in this
proposal. Should the company in the future
decide to issue a tracking stock and concurrent
awards, we would apply our analytical criteria
at that point to decide whether such awards
deserve shareholder support.
9 Report on Stock Option Distribution Against Abstain ShrHoldr
by Race and Gender
10 Report on Political Against Against ShrHoldr
Contributions/Activities
We agree with management on this issue. The
laws that govern a company's political
activities and the company's commitment to
employees' rights regarding political
activities are stringent enough to ensure
political nonpartisanship.
11 Cease Charitable Contributions Against Against ShrHoldr
We do not believe that the fees in question
represent dubious or unreasonable charges and
agree with the company that eliminating such
charges could result in a competitive
disadvantage in the industry.
06/04/04 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/04 169,200
1 Elect Directors For For Mgmt
1.1 Elect Director James W. Breyer ---
For
1.2 Elect Director M. Michele Burns ---
For
1.3 Elect Director Thomas M. Coughlin
--- For
1.4 Elect Director David D. Glass ---
For
1.5 Elect Director Roland A. Hernandez
--- For
1.6 Elect Director Dawn G. Lepore ---
For
1.7 Elect Director John D. Opie --- For
1.8 Elect Director J. Paul Reason ---
For
1.9 Elect Director H. Lee Scott, Jr.
--- For
1.10 Elect Director Jack C. Shewmaker
--- For
1.11 Elect Director Jose H. Villarreal
--- For
1.12 Elect Director John T. Walton ---
For
1.13 Elect Director S. Robson Walton ---
For
1.14 Elect Director Christopher J.
Williams --- For
2 Approve Stock Option Plan For For Mgmt
3 Approve Stock Option Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Separate Chairman and CEO Positions Against Against ShrHoldr
7 Prepare Sustainability Report Against Against ShrHoldr
8 Report on Stock Option Distribution Against Abstain ShrHoldr
by Race and Gender
9 Report on Genetically Modified Against Against ShrHoldr
Organisms (GMO)
10 Prepare Diversity Report Against Abstain ShrHoldr
11 Submit Executive Compensation to Against For ShrHoldr
Vote
We acknowledge the tax benefits arising from
deferring executive compensation. However,
paying above-market interest rates on deferred
compensation is not "best practice" and results
in an additional expense to shareholders.
According to an Executive Benefits Survey (2003
Results) published by Clark Consulting, only
seven percent of the 227 participating
companies provided a bonus rate above their
base earnings rate. In addition, the increment
formula for long term participating in the plan
is unique and quite generous. We believe
shareholders may benefit from having the
opportunity to make their own evaluation of the
deferred compensation packages, especially when
such plans contain unique features beyond best
practice.
05/17/04 - A Watson Pharmaceuticals, Inc. 942683103 03/19/04 16,400
*WPI*
1 Elect Directors For For Mgmt
1.1 Elect Director Allen Chao, Ph.D.
--- For
1.2 Elect Director Michel J. Feldman
--- For
1.3 Elect Director Fred G. Weiss --- For
2 Ratify Auditors For For Mgmt
3 Review Executive Compensation Against Against ShrHoldr
While we understand the proponent's concerns
with escalating CEO pay, we believe that the
proposal is unduly restrictive. The company's
independent Compensation Committee should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. Furthermore, the features of
this proposal would limit equity awards to time
based restricted shares and set arbitrary caps
on salary, bonus and severance, regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
06/28/04 - S WellPoint Health Networks Inc. 94973H108 05/10/04 36,800
*WLP*
1 Approve Merger Agreement For For Mgmt
04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 62,100
1 Elect Directors For Split Mgmt
1.1 Elect Director J.A. Blanchard III
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Michael W.
Wright, Judith M. Runstad, and Donald B. Rice.
We recommend that shareholders WITHHOLD votes
from Judith M. Runstad for standing as an
affiliated outsider on the Audit Committee,
Michael W. Wright and Donald B. Rice for
standing as affiliated outsiders on the Human
Resources and Governance & Nominating
committees.
1.2 Elect Director Susan E. Engel ---
For
1.3 Elect Director Enrique Hernandez,
Jr. --- For
1.4 Elect Director Robert L. Joss ---
For
1.5 Elect Director Reatha Clark King
--- For
1.6 Elect Director Richard M.
Kovacevich --- For
1.7 Elect Director Richard D. McCormick
--- For
1.8 Elect Director Cynthia H. Milligan
--- For
1.9 Elect Director Philip J. Quigley
--- For
1.10 Elect Director Donald B. Rice ---
Withhold
1.11 Elect Director Judith M. Runstad
--- Withhold
1.12 Elect Director Stephen W. Sanger
--- For
1.13 Elect Director Susan G. Swenson ---
For
1.14 Elect Director Michael W. Wright
--- Withhold
2 Approve Retirement Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Expense Stock Options Against For ShrHoldr
Given the fact that stock options have become
an integral component of compensation, their
value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse. Moreover, this
proposal received majority support at last
year's meeting.
5 Limit Executive Compensation Against Against ShrHoldr
6 Link Executive Compensation to Against Against ShrHoldr
Social Issues
7 Report on Political Against Against ShrHoldr
Contributions/Activities
Vote Summary Report
Jul 01, 2003 - Jun 30, 2004
THRIVENT LARGE CAP INDEX PORTFOLIO
Mtg Company/ Security/ Mgmt Vote Record Shares
Date/TypeBallot Issues Proponent Rec Cast Date Voted
- -----------------------------------------------------------------------------------------------------------------------
05/11/04 3M CO 88579Y101 03/12/04 55,600
AGM MMM
1.1 Elect Director Edward A. Brennan Mgmt For Withhold
1.2 Elect Director Michael L. Eskew Mgmt For For
1.3 Elect Director W. James McNerney, Jr. Mgmt For Withhold
1.4 Elect Director Kevin W. Sharer Mgmt For Withhold
2 Ratify Auditors Mgmt For For
3 Increase Authorized Common Stock Mgmt For For
4 Separate Chairman and CEO Positions ShrHoldr Against Against
04/23/04 Abbott Laboratories 002824100 With 02/25/04107,400
AGM ABT
1.1 Elect Director Roxanne S. Austin Mgmt For For
1.2 Elect Director H.Laurance Fuller Mgmt For For
1.3 Elect Director Richard A. Gonzalez Mgmt For For
1.4 Elect Director Jack M. Greenberg Mgmt For For
1.5 Elect Director Jeffrey M. Leiden Mgmt For For
1.6 Elect Director David A. Lord Owen Mgmt For For
1.7 Elect Director Boone Powell Jr. Mgmt For For
1.8 Elect Director Addison Barry Rand Mgmt For For
1.9 Elect Director W.Ann Reynolds Mgmt For For
1.10 Elect Director Roy S. Roberts Mgmt For For
1.11 Elect Director William D. Smithburg Mgmt For For
1.12 Elect Director John R. Walter Mgmt For For
1.13 Elect Director Miles D. White Mgmt For For
2 Ratify Auditors Mgmt For For
3 Drug Pricing ShrHoldr Against Against
4 Report on Political Contributions/Activities ShrHoldr Against Against
5 Prohibit Awards to Executives ShrHoldr Against Against
6 Report on Operational Imact of HIV/AIDS, TB, and Malaria ShrHoldr Against Against
Pandemic
05/27/04 Ace Ltd. G0070K103 04/08/04 19,800
AGM ACE
Meeting for Holders of ADRs
1.1 Elect Director Brian Duperreault Mgmt For For
1.2 Elect Director Robert M. Hernandez Mgmt For For
1.3 Elect Director Peter Menikoff Mgmt For For
1.4 Elect Director Robert Ripp Mgmt For For
1.5 Elect Director Dermot F. Smurfit Mgmt For For
2 PROPOSAL TO APPROVE THE ACE LIMITED 2004 LONG-TERM Mgmt For For
INCENTIVE PLAN.
PROPOSAL TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS or or
3 OF ACE LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31, Mgmt F
2004. F
03/02/04 ADC Telecommunications, Inc. 000886101 With 01/07/04 55,300
AGM ADCT
1.1 Elect Director Robert Annunziata Mgmt For For
1.2 Elect Director John J. Boyle III Mgmt For For
1.3 Elect Director Larry W. Wangberg Mgmt For For
1.4 Elect Director Robert E. Switz Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Increase Authorized Common Stock Mgmt For For
4 Ratify Auditors Mgmt For For
04/28/04 Adobe Systems Inc. 00724F101 03/03/04 16,000
AGM ADBE
1.1 Elect Director Michael R. Cannon Mgmt For For
1.2 Elect Director Bruce R. Chizen Mgmt For For
1.3 Elect Director James E. Daley Mgmt For For
1.4 Elect Director Charles M. Geschke Mgmt For For
1.5 Elect Director Delbert W. Yocam Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Expense Stock Options ShrHoldr Against For
4 Adopt a Plocy that will Committ Executives to Hold a ShrHoldr Against For
Significant Percentage of their Shares
5 Ratify Auditors Mgmt For For
04/29/04 Advanced Micro Devices, Inc. 007903107 With 03/01/04 6,849
AGM AMD
1.1 Elect Director W. J. Sanders III Mgmt For For
1.2 Elect Director Hector de J. Ruiz Mgmt For For
1.3 Elect Director W. Michael Barnes Mgmt For For
1.4 Elect Director Charles M. Blalack Mgmt For For
1.5 Elect Director R. Gene Brown Mgmt For For
1.6 Elect Director Bruce Claflin Mgmt For For
1.7 Elect Director H. Paulett Eberhart Mgmt For For
1.8 Elect Director Robert B. Palmer Mgmt For For
1.9 Elect Director Leonard M. Silverman Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
04/30/04 Aetna Inc. 00817Y108 With 02/27/04 10,549
AGM AET
1.1 Elect Director Betsy Z. Cohen Mgmt For For
1.2 Elect Director Barbara Hackman Franklin Mgmt For For
1.3 Elect Director Jeffrey E. Garten Mgmt For For
1.4 Elect Director Earl G. Graves Mgmt For For
1.5 Elect Director Gerald Greenwald Mgmt For For
1.6 Elect Director Ellen M. Hancock Mgmt For For
1.7 Elect Director Michael H. Jordan Mgmt For For
1.8 Elect Director Jack D. Kuehler Mgmt For For
1.9 Elect Director Edward J. Ludwig Mgmt For For
1.10 Elect Director Joseph P. Newhouse Mgmt For For
1.11 Elect Director Judith Rodin Mgmt For For
1.12 Elect Director John W. Rowe, M.D. Mgmt For For
1.13 Elect Director Ronald A. Williams Mgmt For For
1.14 Elect Director R. David Yost Mgmt For For
2 Ratify Auditors Mgmt For For
3 Provide for Cumulative Voting ShrHoldr Against Against
4 Limit Executive Compensation ShrHoldr Against Against
05/03/04 AFLAC Incorporated 001055102 02/25/04 35,300
AGM AFL
1.1 Elect Director Daniel P. Amos Mgmt For For
1.2 Elect Director John Shelby Amos II Mgmt For For
1.3 Elect Director Michael H. Armacost Mgmt For Withhold
1.4 Elect Director Kriss Cloninger III Mgmt For For
1.5 Elect Director Joe Frank Harris Mgmt For For
1.6 Elect Director Elizabeth J. Hudson Mgmt For For
1.7 Elect Director Kenneth S. Janke, Sr. Mgmt For For
1.8 Elect Director Douglas W. Johnson Mgmt For For
1.9 Elect Director Robert B. Johnson Mgmt For For
1.10 Elect Director Charles B. Knapp Mgmt For For
1.11 Elect Director Hidefumi Matsui Mgmt For For
1.12 Elect Director Nobuhiro Mori Mgmt For For
1.13 Elect Director E. Stephen Purdom, M.D. Mgmt For For
1.14 Elect Director Barbara K. Rimer, Ph.D. Mgmt For For
1.15 Elect Director Marvin R. Schuster Mgmt For For
1.16 Elect Director Glenn Vaughn, Jr. Mgmt For For
1.17 Elect Director Robert L. Wright Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
03/02/04 Agilent Technologies Inc. 00846U101 With 01/05/04 1,300
AGM A
1.1 Elect Director James G. Cullen Mgmt For For
1.2 Elect Director Robert L. Joss Mgmt For For
1.3 Elect Director Walter B. Hewlett Mgmt For For
2 Ratify Auditors Mgmt For For
01/22/04 Air Products & Chemicals, Inc. 009158106 With 11/28/03 15,100
AGM APD
1.1 Elect Director W. Douglas Ford Mgmt For For
1.2 Elect Director James F. Hardymon Mgmt For For
1.3 Elect Director Paula G. Rosput Mgmt For For
1.4 Elect Director Lawrason D. Thomas Mgmt For For
2 Ratify Auditors Mgmt For For
01/22/04 Alberto-Culver Co. 013068101 With 12/01/03 3,900
AGM ACV
1.1 Elect Director A. G. Atwater, Jr. Mgmt For For
1.2 Elect Director Sam J. Susser Mgmt For For
1.3 Elect Director William W. Wirtz Mgmt For For
1.4 Elect Director John A. Miller Mgmt For For
1.5 Elect Director James G. Brocksmith, Jr. Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Amend Articles Mgmt For For
4 Increase Authorized Common Stock Mgmt For For
04/30/04 Alcoa Inc. 013817101 02/02/04 59,464
AGM AA
1.1 Elect Director Alain J.P. Belda Mgmt For For
1.2 Elect Director Carlos Ghosn Mgmt For For
1.3 Elect Director Henry B. Schacht Mgmt For For
1.4 Elect Director Franklin A. Thomas Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Report on Pay Disparity ShrHoldr Against Abstain
4 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against Against
Shareholder Vote
11/14/03 Allegheny Energy, Inc. 017361106 09/29/03 8,300
AGM AYE
1.1 Elect Director H. Furlong Baldwin Mgmt For For
1.2 Elect Director Julia L. Johnson Mgmt For For
1.3 Elect Director Gunnar E. Sarsten Mgmt For Withhold
2 Ratify Auditors Mgmt For For
Shareholder Proposals
3 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against Against
Shareholder Vote
4 Performance- Based/Indexed Options ShrHoldr Against Against
5 Performance- Based/Indexed Options ShrHoldr Against Against
6 Expense Stock Options ShrHoldr Against For
7 Separate Chairman and CEO Positions ShrHoldr Against Against
8 Adopt Simple Majority Vote Requirement ShrHoldr Against For
9 Declassify the Board of Directors ShrHoldr Against Against
10 Prohibit Auditor from Providing Non-Audit Services ShrHoldr Against Against
11 Reincorporate in Another State from Maryland to Delaware ShrHoldr Against For
05/06/04 Allegheny Technologies, Inc. 01741R102 With 03/12/04 5,769
AGM ATI
1.1 Elect Director L. Patrick Hassey Mgmt For For
1.2 Elect Director H. Kent Bowen Mgmt For For
1.3 Elect Director John D. Turner Mgmt For For
04/28/04 Allergan, Inc. 018490102 03/08/04 9,200
AGM AGN
1.1 Elect Director Handel E. Evans Mgmt For For
1.2 Elect Director Michael R. Gallagher Mgmt For For
1.3 Elect Director Gavin S. Herbert Mgmt For Withhold
1.4 Elect Director Stephen J. Ryan Mgmt For For
2 Ratify Auditors Mgmt For For
3 Expense Stock Options ShrHoldr Against For
4 Separate Chairman and CEO Positions ShrHoldr Against Against
12/18/03 Allied Waste Industries, Inc. 019589308 With 11/03/03 13,900
EGM AW
1 Approve Conversion of Securities Mgmt For For
05/21/04 Allied Waste Industries, Inc. 019589308 03/31/04 22,700
AGM AW
1.1 Elect Director Thomas H. Van Weelden Mgmt For For
1.2 Elect Director Robert M. Agate Mgmt For For
1.3 Elect Director Leon D. Black Mgmt For For
1.4 Elect Director James W. Crownover Mgmt For For
1.5 Elect Director Michael S. Gross Mgmt For For
1.6 Elect Director Dennis R. Hendrix Mgmt For For
1.7 Elect Director J. Tomilson Hill Mgmt For For
1.8 Elect Director Lawrence V. Jackson Mgmt For For
1.9 Elect Director Nolan Lehmann Mgmt For For
1.10 Elect Director Howard A. Lipson Mgmt For For
1.11 Elect Director Antony P. Ressler Mgmt For For
1.12 Elect Director Warren B. Rudman Mgmt For For
2 Ratify Auditors Mgmt For For
3 Expense Stock Options ShrHoldr Against For
4 Report on Privatization ShrHoldr Against Against
04/22/04 ALLTEL Corp. 020039103 02/24/04 21,400
AGM AT
1.1 Elect Director Scott T. Ford Mgmt For For
1.2 Elect Director Lawrence L. Gellerstedt, III Mgmt For For
1.3 Elect Director Emon A. Mahony, Jr. Mgmt For For
1.4 Elect Director Ronald Townsend Mgmt For For
2 Ratify Auditors Mgmt For For
3 Ammend EEO - Sexual Orientation ShrHoldr Against Abstain
05/11/04 Altera Corp. 021441100 03/16/04 26,800
AGM ALTR
1.1 Elect Director John P. Daane Mgmt For For
1.2 Elect Director Robert W. Reed Mgmt For For
1.3 Elect Director Charles M. Clough Mgmt For For
1.4 Elect Director Robert J. Finocchio Jr Mgmt For For
1.5 Elect Director Kevin Mcgarity Mgmt For For
1.6 Elect Director Paul Newhagen Mgmt For For
1.7 Elect Director William E. Terry Mgmt For For
1.8 Elect Director Susan Wang Mgmt For For
2 Amend Stock Option Plan Mgmt For For
3 Amend Employee Stock Purchase Plan Mgmt For For
4 Ratify Auditors Mgmt For For
5 Approve Option Expensing ShrHoldr Against For
04/29/04 Altria Group, Inc. 02209S103 With 03/08/04143,900
AGM MO
1.1 Elect Director Elizabeth E. Bailey Mgmt For For
1.2 Elect Director Mathis Cabiallavetta Mgmt For For
1.3 Elect Director Louis C. Camilleri Mgmt For For
1.4 Elect Director J. Dudley Fishburn Mgmt For For
1.5 Elect Director Robert E. R. Huntley Mgmt For For
1.6 Elect Director Thomas W. Jones Mgmt For For
1.7 Elect Director Lucio A. Noto Mgmt For For
1.8 Elect Director John S. Reed Mgmt For For
1.9 Elect Director Carlos Slim Helu Mgmt For For
1.10 Elect Director Stephen M. Wolf Mgmt For For
2 Ratify Auditors Mgmt For For
3 Report on Product Warnings for Pregnant Women ShrHoldr Against Against
4 Report on Health Risks Associated with Cigarette Filters ShrHoldr Against Against
5 Political Contributions/Activities ShrHoldr Against Against
6 Cease Use of Light and Ultra Light in Cigarette Marketing ShrHoldr Against Against
7 Place Canadian Style Warnings on Cigarette Packaging ShrHoldr Against Against
8 Separate Chairman and CEO Positions ShrHoldr Against Against
05/04/04 Ambac Financial Group, Inc. 023139108 With 03/09/04 7,600
AGM ABK
1.1 Elect Director Phillip B. Lassiter Mgmt For For
1.2 Elect Director Michael A. Callen Mgmt For For
1.3 Elect Director Renso L. Caporali Mgmt For For
1.4 Elect Director Jill M. Considine Mgmt For For
1.5 Elect Director Richard Dulude Mgmt For For
1.6 Elect Director Robert J. Genader Mgmt For For
1.7 Elect Director W. Grant Gregory Mgmt For For
1.8 Elect Director Laura S. Unger Mgmt For For
1.9 Elect Director Henry D. G. Wallace Mgmt For For
2 Increase Authorized Common Stock Mgmt For For
3 Amend Non-Employee Director Omnibus Stock Plan Mgmt For For
4 Ratify Auditors Mgmt For For
05/05/04 Amerada Hess Corp. 023551104 03/15/04 6,400
AGM AHC
1.1 Elect Director Nicholas F. Brady Mgmt For Withhold
1.2 Elect Director J. Barclay Collins II Mgmt For For
1.3 Elect Director Thomas H. Kean Mgmt For For
1.4 Elect Director Frank A. Olson Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Omnibus Stock Plan Mgmt For For
4 Establish Other Board Committee ShrHoldr Against For
04/27/04 Ameren Corporation 023608102 With 03/11/04 12,900
AGM AEE
1.1 Elect Director Susan S. Elliott Mgmt For For
1.2 Elect Director Clifford L. Greenwalt Mgmt For For
1.3 Elect Director Thomas A. Hays Mgmt For For
1.4 Elect Director Richard A. Liddy Mgmt For For
1.5 Elect Director Gordon R. Lohman Mgmt For For
1.6 Elect Director Richard A. Lumpkin Mgmt For For
1.7 Elect Director John Peters MacCarthy Mgmt For For
1.8 Elect Director Paul L. Miller, Jr. Mgmt For For
1.9 Elect Director Charles W. Mueller Mgmt For For
1.10 Elect Director Douglas R. Oberhelman Mgmt For For
1.11 Elect Director Gary L. Rainwater Mgmt For For
1.12 Elect Director Harvey Saligman Mgmt For For
2 Ratify Auditors Mgmt For For
3 Report on Risks of Nuclear Waste Storage ShrHoldr Against Against
04/27/04 American Electric Power Co. 025537101 03/03/04 27,160
AGM AEP
1.1 Elect Director E. R. Brooks Mgmt For For
1.2 Elect Director Donald M. Carlton Mgmt For For
1.3 Elect Director John P. DesBarres Mgmt For For
1.4 Elect Director Robert W. Fri Mgmt For For
1.5 Elect Director William R. Howell Mgmt For For
1.6 Elect Director Lester A. Hudson, Jr. Mgmt For For
1.7 Elect Director Leonard J. Kujawa Mgmt For For
1.8 Elect Director Michael G. Morris Mgmt For For
1.9 Elect Director Richard L. Sandor Mgmt For For
1.10 Elect Director Donald G. Smith Mgmt For For
1.11 Elect Director Kathryn D. Sullivan Mgmt For For
2 Ratify Auditors Mgmt For For
3 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against For
Shareholder Vote
4 Submit Executive Pension Benefit to Vote ShrHoldr Against For
5 Prohibit Auditor from Providing Non-Audit Services ShrHoldr Against For
6 Establish Term Limits for Directors ShrHoldr Against Against
04/26/04 American Express Co. 025816109 With 02/27/04 88,400
AGM AXP
1.1 Elect Director Daniel F. Akerson Mgmt For For
1.2 Elect Director Charlene Barshefsky Mgmt For For
1.3 Elect Director William G. Bowen Mgmt For For
1.4 Elect Director Ursula M. Burns Mgmt For For
1.5 Elect Director Kenneth I. Chenault Mgmt For For
1.6 Elect Director Peter R. Dolan Mgmt For For
1.7 Elect Director Vernon E. Jordan, Jr. Mgmt For For
1.8 Elect Director Jan Leschly Mgmt For For
1.9 Elect Director Richard A. McGinn Mgmt For For
1.10 Elect Director Edward D. Miller Mgmt For For
1.11 Elect Director Frank P. Popoff Mgmt For For
1.12 Elect Director Robert D. Walter Mgmt For For
2 Ratify Auditors Mgmt For For
3 Establish Term Limits for Directors ShrHoldr Against Against
4 Report on Political Contributions/Activities ShrHoldr Against Against
06/25/04 American Greetings Corp. 026375105 04/26/04 4,900
AGM AM
1.1 Elect Director Scott S. Cowen Mgmt For For
1.2 Elect Director Harriet Mouchly-Weiss Mgmt For For
1.3 Elect Director Charles A. Ratner Mgmt For Withhold
1.4 Elect Director Zev Weiss Mgmt For For
1.5 Elect Director Joseph Hardin Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
05/19/04 American International Group, Inc. 026874107 With 03/26/04184,840
AGM AIG
1.1 Elect Director M. Bernard Aidinoff Mgmt For For
1.2 Elect Director Pei-Yuan Chia Mgmt For For
1.3 Elect Director Marshall A. Cohen Mgmt For For
1.4 Elect Director Willaim S. Cohen Mgmt For For
1.5 Elect Director Martin S. Feldstein Mgmt For For
1.6 Elect Director Ellen V. Futter Mgmt For For
1.7 Elect Director Maurice R. Greenberg Mgmt For For
1.8 Elect Director Carla A. Hills Mgmt For For
1.9 Elect Director Frank J. Hoenemeyer Mgmt For For
1.10 Elect Director Richard C. Holbrooke Mgmt For For
1.11 Elect Director Donald P. Kanak Mgmt For For
1.12 Elect Director Howard I. Smith Mgmt For For
1.13 Elect Director Martin J. Sullivan Mgmt For For
1.14 Elect Director Edmund S.W. Tse Mgmt For For
1.15 Elect Director Frank G. Zarb Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Approve Non-Employee Director Stock Option Plan Mgmt For For
4 Ratify Auditors Mgmt For For
5 Report on Political Contributions/Activities ShrHoldr Against Against
6 Divest from Tobacco Equities ShrHoldr Against Against
7 Link Executive Compensation to Predatory Lending ShrHoldr Against Against
06/10/04 American Power Conversion Corp. 029066107 04/14/04 14,100
AGM APCC
1 Fix Number of Directors Mgmt For For
2.1 Elect Director Rodger B. Dowdell, Jr. Mgmt For Withhold
2.2 Elect Director Emanuel E. Landsman Mgmt For Withhold
2.3 Elect Director Neil E. Rasmussen Mgmt For Withhold
2.4 Elect Director Ervin F. Lyon Mgmt For Withhold
2.5 Elect Director James D. Gerson Mgmt For For
2.6 Elect Director John G. Kassakian Mgmt For For
2.7 Elect Director John F. Keane, Sr. Mgmt For For
2.8 Elect Director Ellen B. Richstone Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Ratify Auditors Mgmt For For
05/04/04 American Standard Companies, Inc. 029712106 With 03/10/04 5,200
AGM ASD
1.1 Elect Director Steven E. Anderson Mgmt For For
1.2 Elect Director James F. Hardymon Mgmt For For
1.3 Elect Director Ruth Ann Marshall Mgmt For For
2 Increase Authorized Common Stock Mgmt For For
3 Ratify Auditors Mgmt For For
03/05/04 AmerisourceBergen Corp 03073E105 With 01/12/04 7,700
AGM ABC
1.1 Elect Director Edward E. Hagenlocker Mgmt For For
1.2 Elect Director Kurt J. Hilzinger Mgmt For For
05/13/04 Amgen, Inc. 031162100 03/19/04 91,340
AGM AMGN
1.1 Elect Director Frank J. Biondi, Jr. Mgmt For For
1.2 Elect Director Jerry D. Choate Mgmt For Withhold
1.3 Elect Director Frank C. Herringer Mgmt For For
1.4 Elect Director Gilbert S. Omenn Mgmt For For
2 Ratify Auditors Mgmt For For
3 Prepare Glass Ceiling Report ShrHoldr Against Abstain
4 Expense Stock Options ShrHoldr Against For
04/15/04 AmSouth Bancorporation 032165102 With 02/17/04 24,150
AGM ASO
1.1 Elect Director Claude B. Nielsen Mgmt For For
1.2 Elect Director Cleophus Thomas, Jr. Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Employee Stock Purchase Plan Mgmt For For
4 Amend Omnibus Stock Plan Mgmt For For
5 Approve Non-Employee Director Stock Option Plan Mgmt For For
6 Political Contributions ShrHoldr Against Against
05/06/04 Anadarko Petroleum Corp. 032511107 With 03/08/04 17,786
AGM APC
1.1 Elect Director Larry Barcus Mgmt For For
1.2 Elect Director James L. Bryan Mgmt For For
1.3 Elect Director James T. Hackett Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Report on Greenhouse Gas Emissions ShrHoldr Against Against
03/09/04 Analog Devices, Inc. 032654105 With 01/16/04 25,200
AGM ADI
1.1 Elect Director Jerald G. Fishman Mgmt For For
1.2 Elect Director F. Grant Saviers Mgmt For For
2 Increase Authorized Common Stock Mgmt For For
3 Ratify Auditors Mgmt For For
07/15/03 Andrew Corp. 034425108 05/27/03 6,275
EGM ANDW
1 Issue Shares in Connection with an Acquisition Mgmt For For
2 Authorize New Class of Preferred Stock Mgmt For For
3 Approve Increase in Size of Board Mgmt For For
4 Adjourn Meeting Mgmt For Against
02/10/04 Andrew Corp. 034425108 With 12/12/03 10,575
AGM ANDW
1.1 Elect Director John G. Bollinger, Ph.D. Mgmt For For
1.2 Elect Director Philip Wm. Colburn Mgmt For For
1.3 Elect Director Thomas A. Donahoe Mgmt For For
1.4 Elect Director Ralph E. Faison Mgmt For For
1.5 Elect Director Jere D. Fluno Mgmt For For
1.6 Elect Director William O. Hunt Mgmt For For
1.7 Elect Director Charles R. Nicholas Mgmt For For
1.8 Elect Director Robert G. Paul Mgmt For For
1.9 Elect Director Gerald A. Poch Mgmt For For
1.10 Elect Director Glen O. Toney, Ph.D. Mgmt For For
1.11 Elect Director Dennis L. Whipple Mgmt For For
2 Amend Employee Stock Purchase Plan Mgmt For For
3 Ratify Auditors Mgmt For For
04/28/04 Anheuser-Busch Companies, Inc. 035229103 With 03/01/04 56,100
AGM BUD
1.1 Elect Director August A. Busch III Mgmt For For
1.2 Elect Director Carlos Fernandez G. Mgmt For For
1.3 Elect Director James R. Jones Mgmt For For
1.4 Elect Director Andrew C. Taylor Mgmt For For
1.5 Elect Director Douglas A. Warner III Mgmt For For
2 Ratify Auditors Mgmt For For
05/17/04 Anthem Inc. 03674B104 With 03/19/04 300
AGM ATH
1.1 Elect Director Victor S. Liss Mgmt For For
1.2 Elect Director James W. McDowell, Jr. Mgmt For For
1.3 Elect Director George A. Schaefer, Jr. Mgmt For For
1.4 Elect Director Jackie M. Ward Mgmt For For
05/21/04 Aon Corp. 037389103 03/24/04 22,125
AGM AOC
1.1 Elect Director Patrick G. Ryan Mgmt For For
1.2 Elect Director Edgar D. Jannotta Mgmt For Withhold
1.3 Elect Director Jan Kalff Mgmt For Withhold
1.4 Elect Director Lester B. Knight Mgmt For For
1.5 Elect Director J. Michael Losh Mgmt For For
1.6 Elect Director R. Eden Martin Mgmt For For
1.7 Elect Director Andrew J. McKenna Mgmt For For
1.8 Elect Director Robert S. Morrison Mgmt For For
1.9 Elect Director Richard C. Notebaert Mgmt For For
1.10 Elect Director Michael D. O'Halleran Mgmt For For
1.11 Elect Director John W. Rogers, Jr. Mgmt For For
1.12 Elect Director Gloria Santona Mgmt For For
1.13 Elect Director Carolyn Y. Woo Mgmt For For
2 Ratify Auditors Mgmt For For
12/18/03 Apache Corp. 037411105 With 10/29/03 10,810
EGM APA
1 Increase Authorized Common Stock Mgmt For For
05/06/04 Apache Corp. 037411105 03/17/04 23,020
AGM APA
1.1 Elect Director Eugene C. Fiedorek Mgmt For For
1.2 Elect Director Patricia Albjerg Graham Mgmt For For
1.3 Elect Director F. H. Merelli Mgmt For Withhold
1.4 Elect Director Raymond Plank Mgmt For For
2 Report on Greenhouse Gas Emissions ShrHoldr Against Against
04/30/04 Apartment Investment & Management Co. 03748R101 03/05/04 6,700
AGM AIV
1.1 Elect Director Terry Considine Mgmt For For
1.2 Elect Director Peter K. Kompaniez Mgmt For For
1.3 Elect Director James N. Bailey Mgmt For For
1.4 Elect Director Richard S. Ellwood Mgmt For For
1.5 Elect Director J. Landis Martin Mgmt For For
1.6 Elect Director Thomas L. Rhodes Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Sale of Company Assets Mgmt For For
4 Limit Executive Compensation ShrHoldr Against For
04/22/04 Apple Computer, Inc. 037833100 With 02/24/04 24,900
AGM AAPL
1.1 Elect Director William V. Campbell Mgmt For For
1.2 Elect Director Millard S. Drexler Mgmt For For
1.3 Elect Director Albert A. Gore, Jr. Mgmt For For
1.4 Elect Director Steven P. Jobs Mgmt For For
1.5 Elect Director Arthur D. Levinson Mgmt For For
1.6 Elect Director Jerome B. York Mgmt For For
2 Ratify Auditors Mgmt For For
3 Limit Executive Compensation ShrHoldr Against Against
10/16/03 Applera Corp 038020103 08/27/03 13,600
AGM ABI
1.1 Elect Director Richard H. Ayers Mgmt For For
1.2 Elect Director Jean-Luc Belingard Mgmt For For
1.3 Elect Director Robert H. Hayes Mgmt For For
1.4 Elect Director Arnold J. Levine Mgmt For Withhold
1.5 Elect Director William H. Longfield Mgmt For For
1.6 Elect Director Theodore E. Martin Mgmt For For
1.7 Elect Director Carolyn W. Slayman Mgmt For For
1.8 Elect Director Orin R. Smith Mgmt For For
1.9 Elect Director James R. Tobin Mgmt For For
1.10 Elect Director Tony L. White Mgmt For For
2 Ratify Auditors Mgmt For For
03/24/04 Applied Materials, Inc. 038222105 With 01/30/04114,300
AGM AMAT
1.1 Elect Director Michael H. Armacost Mgmt For For
1.2 Elect Director Deborah A. Coleman Mgmt For For
1.3 Elect Director Herbert M. Dwight, Jr. Mgmt For For
1.4 Elect Director Philip V. Gerdine Mgmt For For
1.5 Elect Director Paul R. Low Mgmt For For
1.6 Elect Director Dan Maydan Mgmt For For
1.7 Elect Director Steven L. Miller Mgmt For For
1.8 Elect Director James C. Morgan Mgmt For For
1.9 Elect Director Gerhard H. Parker Mgmt For For
1.10 Elect Director Michael R. Splinter Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
08/27/03 Applied Micro Circuits Corp. 03822W109 07/01/03 19,800
AGM AMCC
1.1 Elect Director David M. Rickey Mgmt For For
1.2 Elect Director Roger A. Smullen, Sr. Mgmt For For
1.3 Elect Director Cesar Cesaratto Mgmt For For
1.4 Elect Director Franklin P. Johnson, Jr. Mgmt For For
1.5 Elect Director Kevin N. Kalkhoven Mgmt For Withhold
1.6 Elect Director L. Wayne Price Mgmt For For
1.7 Elect Director Douglas C. Spreng Mgmt For For
1.8 Elect Director Arthur B. Stabenow Mgmt For For
1.9 Elect Director Harvey P. White Mgmt For For
2 Ratify Auditors Mgmt For For
11/06/03 Archer-Daniels-Midland Company 039483102 With 09/12/03 42,868
AGM ADM
1.1 Elect Director G. Allen Andreas Mgmt For For
1.2 Elect Director Mollie Hale Carter Mgmt For For
1.3 Elect Director Roger S. Joslin Mgmt For For
1.4 Elect Director D.J. Mimran Mgmt For For
1.5 Elect Director Patrick J. Moore Mgmt For For
1.6 Elect Director M. Brian Mulroney Mgmt For For
1.7 Elect Director J. K. Vanier Mgmt For For
1.8 Elect Director O. G. Webb Mgmt For For
1.9 Elect Director Kelvin R. Westbrook Mgmt For For
05/19/04 AT&T Corp. 001957505 03/25/04 56,132
AGM T
1.1 Elect Directors William F. Aldinger Mgmt For For
1.2 Elect Directors Kenneth T. Derr Mgmt For For
1.3 Elect Directors David W. Dorman Mgmt For For
1.4 Elect Directors M. Kathryn Eickhoff Mgmt For For
1.5 Elect Directors Herbet L. Henkel Mgmt For For
1.6 Elect Directors Frank C. Herringer Mgmt For For
1.7 Elect Directors Shirley Ann Jackson Mgmt For For
1.8 Elect Directors Jon C. Madonna Mgmt For For
1.9 Elect Directors Donald F. McHenry Mgmt For For
1.10 Elect Directors Tony L. White Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Establish Term Limits for Directors ShrHoldr Against Against
5 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
6 Separate Chairman and CEO Positions ShrHoldr Against Against
7 Report on Executive Compensation ShrHoldr Against For
05/19/04 AT&T Wireless Services, Inc. 00209A106 With 03/22/04192,341
AGM AWE
1 Approve Merger Agreement Mgmt For For
2.1 Elect Director Nobuharu Ono Mgmt For For
2.2 Elect Director Carolyn M. Ticknor Mgmt For For
2.3 Elect Director John D. Zeglis Mgmt For For
3 Ratify Auditors Mgmt For For
4 Limit Executive Compensation ShrHoldr Against Against
5 Prohibit Awards to Executives ShrHoldr Against Against
6 Require Affirmative Vote of a Majority of the Shares to ShrHoldr Against Against
Elect Directors
06/17/04 Autodesk, Inc. 052769106 05/05/04 8,000
AGM ADSK
1.1 Elect Director Carol A. Bartz Mgmt For For
1.2 Elect Director Mark A. Bertelsen Mgmt For For
1.3 Elect Director Crawford W. Beveridge Mgmt For For
1.4 Elect Director J. Hallam Dawson Mgmt For For
1.5 Elect Director Michael J. Fister Mgmt For For
1.6 Elect Director Per-Kristian Halvorsen Mgmt For For
1.7 Elect Director Steven Scheid Mgmt For For
1.8 Elect Director Mary Alice Taylor Mgmt For For
1.9 Elect Director Larry W. Wangberg Mgmt For For
2 Ratify Auditors Mgmt For For
3 Adopt Policy Regarding Equity-Based Compensation for ShrHoldr Against For
Executives
11/11/03 Automatic Data Processing, Inc. 053015103 With 09/12/03 39,800
AGM ADP
1.1 Elect Director Gregory D. Brenneman Mgmt For For
1.2 Elect Director Leslie A. Brun Mgmt For For
1.3 Elect Director Gary C. Butler Mgmt For For
1.4 Elect Director Joseph A. Califano, Jr. Mgmt For For
1.5 Elect Director Leon G. Cooperman Mgmt For For
1.6 Elect Director Ann Dibble Jordan Mgmt For For
1.7 Elect Director Harvey M. Krueger Mgmt For For
1.8 Elect Director Frederic V. Malek Mgmt For For
1.9 Elect Director Henry Taub Mgmt For For
1.10 Elect Director Arthur F. Weinbach Mgmt For For
1.11 Elect Director Josh S. Weston Mgmt For For
2 Amend Stock Option Plan Mgmt For For
3 Amend Employee Stock Purchase Plan Mgmt For For
4 Approve Outside Director Stock Awards in Lieu of Cash Mgmt For For
5 Ratify Auditors Mgmt For For
05/12/04 AutoNation, Inc. 05329W102 03/26/04 19,500
AGM AN
1.1 Elect Director Mike Jackson Mgmt For For
1.2 Elect Director Robert J. Brown Mgmt For For
1.3 Elect Director J.P. Bryan Mgmt For For
1.4 Elect Director Rick L. Burdick Mgmt For Withhold
1.5 Elect Director William C. Crowley Mgmt For For
1.6 Elect Director Alan S. Dawes Mgmt For For
1.7 Elect Director Edward S. Lampert Mgmt For For
1.8 Elect Director Irene B. Rosenfeld Mgmt For For
2 Ratify Auditors Mgmt For For
12/11/03 AutoZone, Inc. 053332102 With 10/14/03 6,000
AGM AZO
1.1 Elect Director Charles M. Elson Mgmt For For
1.2 Elect Director Marsha J. Evans Mgmt For For
1.3 Elect Director Earl G. Graves, Jr. Mgmt For For
1.4 Elect Director N. Gerry House Mgmt For For
1.5 Elect Director J.R. Hyde, III Mgmt For For
1.6 Elect Director Edward S. Lampert Mgmt For For
1.7 Elect Director W. Andrew McKenna Mgmt For For
1.8 Elect Director Steve Odland Mgmt For For
1.9 Elect Director James J. Postl Mgmt For For
2 Ratify Auditors Mgmt For For
02/26/04 Avaya Inc 053499109 With 12/31/03 28,576
AGM AV
1.1 Elect Director Joseph P. Landy Mgmt For For
1.2 Elect Director Mark Leslie Mgmt For For
1.3 Elect Director Donald K. Peterson Mgmt For For
1.4 Elect Director Anthony P. Terracciano Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Limit Awards to Executives ShrHoldr Against Against
04/22/04 Avery Dennison Corp. 053611109 With 02/23/04 7,600
AGM AVY
1.1 Elect Directors Philip M. Neal Mgmt For For
1.2 Elect Directors Frank V. Cahouet Mgmt For For
1.3 Elect Directors Peter W. Mullin Mgmt For For
1.4 Elect Directors Bruce E. Karatz Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Executive Incentive Bonus Plan Mgmt For For
4 Amend Executive Incentive Bonus Plan Mgmt For For
05/06/04 Avon Products, Inc. 054303102 With 03/15/04 16,700
AGM AVP
1.1 Elect Director Edward T. Fogarty Mgmt For For
1.2 Elect Director Susan J. Kropf Mgmt For For
1.3 Elect Director Maria Elena Lagomasino Mgmt For For
2 Ratify Auditors Mgmt For For
3 Increase Authorized Common Stock Mgmt For For
4 Declassify the Board of Directors ShrHoldr Against Against
5 Report on Feasibility of Removing Parabens from Company ShrHoldr Against Against
Products
6 Report on Feasibility of Removing Dibutyl Phthalate from ShrHoldr Against Against
Company Products
04/28/04 Baker Hughes Inc. 057224107 03/03/04 23,000
AGM BHI
1.1 Elect Director Edward P. Djerejian Mgmt For Withhold
1.2 Elect Director H. John Riley, Jr. Mgmt For Withhold
1.3 Elect Director Charles L. Watson Mgmt For Withhold
2 Ratify Auditors Mgmt For For
3 Declassify the Board of Directors ShrHoldr Against Against
4 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against Against
Shareholder Vote
04/28/04 Ball Corp. 058498106 With 03/01/04 3,900
AGM BLL
1.1 Elect Director Hanno C. Fiedler Mgmt For For
1.2 Elect Director John F. Lehman Mgmt For For
1.3 Elect Director George A. Sissel Mgmt For For
1.4 Elect Director Erik H. van der Kaay Mgmt For For
2 Ratify Auditors Mgmt For For
03/17/04 Bank of America Corp. 060505104 01/26/04102,189
EGM BAC
1 Approve Merger Agreement Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Increase Authorized Common Stock Mgmt For For
4 Adjourn Meeting Mgmt For Against
05/26/04 Bank of America Corp. 060505104 With 04/07/04144,669
AGM BAC
1.1 Elect Director William Barnet, III Mgmt For For
1.2 Elect Director Charles W. Coker Mgmt For For
1.3 Elect Director John T. Collins Mgmt For For
1.4 Elect Director Gary L. Countryman Mgmt For For
1.5 Elect Director Paul Fulton Mgmt For For
1.6 Elect Director Charles K. Gifford Mgmt For For
1.7 Elect Director Donald E. Guinn Mgmt For For
1.8 Elect Director James H. Hance, Jr. Mgmt For For
1.9 Elect Director Kenneth D. Lewis Mgmt For For
1.10 Elect Director Walter E. Massey Mgmt For For
1.11 Elect Director Thomas J. May Mgmt For For
1.12 Elect Director C. Steven Mcmillan Mgmt For For
1.13 Elect Director Eugene M. Mcquade Mgmt For For
1.14 Elect Director Patricia E. Mitchell Mgmt For For
1.15 Elect Director Edward L. Romero Mgmt For For
1.16 Elect Director Thomas M. Ryan Mgmt For For
1.17 Elect Director O. Temple Sloan, Jr. Mgmt For For
1.18 Elect Director Meredith R. Spangler Mgmt For For
1.19 Elect Director Jackie M. Ward Mgmt For For
2 Ratify Auditors Mgmt For For
3 Change Date of Annual Meeting ShrHoldr Against Against
4 Adopt Nomination Procedures for the Board ShrHoldr Against Against
5 Charitable Contributions ShrHoldr Against Against
6 Establish Independent Committee to Review Mutual Fund ShrHoldr Against Against
Policy
7 Adopt Standards Regarding Privacy and Information Security ShrHoldr Against Against
05/25/04 Bank One Corp. 06423A103 With 04/02/04 79,253
AGM ONE
1 Approve Merger Agreement Mgmt For For
2.1 Elect Director John H. Bryan Mgmt For For
2.2 Elect Director Stephen B. Burke Mgmt For For
2.3 Elect Director James S. Crown Mgmt For For
2.4 Elect Director James Dimon Mgmt For For
2.5 Elect Director Maureen A. Fay Mgmt For For
2.6 Elect Director Laban P. Jackson, Jr. Mgmt For For
2.7 Elect Director John W. Kessler Mgmt For For
2.8 Elect Director Robert I. Lipp Mgmt For For
2.9 Elect Director Richard A. Manoogian Mgmt For For
2.10 Elect Director David C. Novak Mgmt For For
2.11 Elect Director John W. Rogers, Jr. Mgmt For For
2.12 Elect Director Frederick P. Stratton, Jr. Mgmt For For
3 Ratify Auditors Mgmt For For
04/27/04 Bausch & Lomb Inc. 071707103 With 03/01/04 3,700
AGM BOL
1.1 Elect Director Alan M. Bennett Mgmt For For
1.2 Elect Director Domenico De Sole Mgmt For For
1.3 Elect Director Kenneth L. Wolfe Mgmt For For
1.4 Elect Director Ronald L. Zarrella Mgmt For For
2 Ratify Auditors Mgmt For For
05/04/04 Baxter International Inc. 071813109 With 03/05/04 43,200
AGM BAX
1.1 Elect Director John D. Forsyth Mgmt For For
1.2 Elect Director Gail D. Fosler Mgmt For For
1.3 Elect Director Carole J. Uhrich Mgmt For For
2 Ratify Auditors Mgmt For For
3 Provide for Cumulative Voting ShrHoldr Against Against
04/27/04 BB&T Corporation 054937107 03/08/04 38,800
AGM BBT
1 Amend Articles Mgmt For Against
2 Amend Bylaws Mgmt For Against
3.1 Elect Director John A. Allison Iv Mgmt For For
3.2 Elect Director Ronald E. Deal Mgmt For Withhold
3.3 Elect Director Tom D. Efird Mgmt For For
3.4 Elect Director Albert O. Mccauley Mgmt For For
3.5 Elect Director Barry J. Fitzpatrick Mgmt For For
3.6 Elect Director J. Holmes Morrison Mgmt For For
3.7 Elect Director Jennifer S. Banner Mgmt For For
3.8 Elect Director Albert F. Zettlemoyer Mgmt For Withhold
4 Approve Omnibus Stock Plan Mgmt For For
5 Ratify Auditors Mgmt For For
6 Review Executive Compensation Policy ShrHoldr Against For
02/11/04 Becton, Dickinson and Company 075887109 12/15/03 17,500
AGM BDX
1.1 Elect Director Henry P. Becton, Jr. Mgmt For For
1.2 Elect Director Edward F. DeGraan Mgmt For For
1.3 Elect Director James F. Orr Mgmt For For
1.4 Elect Director Margaretha af Ugglas Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
Shareholder Proposal
4 Provide for Cumulative Voting ShrHoldr Against Against
04/26/04 Bellsouth Corp. 079860102 03/08/04130,900
AGM BLS
1.1 Elect Director James H. Blanchard Mgmt For For
1.2 Elect Director Armando M. Codina Mgmt For For
1.3 Elect Director Leo F. Mullin Mgmt For For
2 Ratify Auditors Mgmt For For
3 Declassify the Board of Directors Mgmt For Against
4 Approve Omnibus Stock Plan Mgmt For For
5 Limit Executive Compensation ShrHoldr Against Against
6 Report on Pay Disparity ShrHoldr Against Against
7 Report on Political Contributions/Activities ShrHoldr Against Against
05/06/04 Bemis Company, Inc. 081437105 With 03/12/04 7,600
AGM BMS
1.1 Elect Director Nancy P. Mcdonald Mgmt For For
1.2 Elect Director Jeffrey H. Curler Mgmt For For
1.3 Elect Director Roger D. O'Shaughnessy Mgmt For For
1.4 Elect Director David S. Haffner Mgmt For For
2 Ratify Auditors Mgmt For For
3 Increase Authorized Common Stock Mgmt For For
06/24/04 Best Buy Co., Inc. 086516101 With 04/26/04 22,950
AGM BBY
1.1 Elect Director Bradbury H. Anderson Mgmt For For
1.2 Elect Director K.J. Higgins Victor Mgmt For For
1.3 Elect Director Allen U. Lenzmeier Mgmt For For
1.4 Elect Director Frank D. Trestman Mgmt For For
1.5 Elect Director James C. Wetherbe Mgmt For For
1.6 Elect Director Ronald James Mgmt For For
1.7 Elect Director Matthew H. Paull Mgmt For For
1.8 Elect Director Mary A. Tolan Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
05/18/04 Big Lots Inc. 089302103 With 03/26/04 8,300
AGM BLI
1.1 Elect Director Albert J. Bell Mgmt For For
1.2 Elect Director Sheldon M. Berman Mgmt For For
1.3 Elect Director David T. Kollat Mgmt For For
1.4 Elect Director Brenda J. Lauderback Mgmt For For
1.5 Elect Director Philip E. Mallott Mgmt For For
1.6 Elect Director Ned Mansour Mgmt For For
1.7 Elect Director Michael J. Potter Mgmt For For
1.8 Elect Director Russell Solt Mgmt For For
1.9 Elect Director Dennis B. Tishkoff Mgmt For For
06/16/04 BIOGEN IDEC INC 09062X103 With 04/20/04 23,200
AGM BIIB
1.1 Elect Director Alan Belzer Mgmt For For
1.2 Elect Director Mary L. Good Mgmt For For
1.3 Elect Director James C. Mullen Mgmt For For
1.4 Elect Director Bruce R. Ross Mgmt For For
2 Ratify Auditors Mgmt For For
11/12/03 Biogen, Inc. 090597105 09/25/03 10,000
EGM BGEN
1 Approve Merger Agreement Mgmt For For
2 Adjourn Meeting Mgmt For Against
09/27/03 Biomet, Inc. 090613100 With 08/07/03 16,850
AGM BMET
1.1 Elect Director Jerry L. Ferguson Mgmt For For
1.2 Elect Director Daniel P. Hann Mgmt For For
1.3 Elect Director Thomas F. Kearns, Jr. Mgmt For For
1.4 Elect Director Dane A. Miller, Ph.D. Mgmt For For
2 Ratify Auditors Mgmt For For
01/22/04 BJ Services Company 055482103 12/05/03 10,500
AGM BJS
1.1 Elect Director Don D. Jordan Mgmt For For
1.2 Elect Director William H. White Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
Shareholder Proposal
3 Report on Foreign Operations Risk ShrHoldr Against Against
08/21/03 BMC Software, Inc. 055921100 With 07/03/03 15,200
AGM BMC
1.1 Elect Director B. Garland Cupp Mgmt For For
1.2 Elect Director Robert E. Beauchamp Mgmt For For
1.3 Elect Director Jon E. Barfield Mgmt For For
1.4 Elect Director John W. Barter Mgmt For For
1.5 Elect Director Meldon K. Gafner Mgmt For For
1.6 Elect Director L.W. Gray Mgmt For For
1.7 Elect Director Kathleen A. O'Neil Mgmt For For
1.8 Elect Director George F. Raymond Mgmt For For
1.9 Elect Director Tom C. Tinsley Mgmt For For
2 Ratify Auditors Mgmt For For
12/09/03 Boise Cascade Corp. 097383103 11/03/03 3,900
EGM BCC
1 Approve Merger Agreement Mgmt For Against
2 Approve Omnibus Stock Plan Mgmt For Against
04/15/04 Boise Cascade Corp. 097383103 With 02/23/04 5,900
AGM BCC
1.1 Elect Director Claire S. Farley Mgmt For For
1.2 Elect Director Rakesh Gangwal Mgmt For For
1.3 Elect Director Gary G. Michael Mgmt For For
1.4 Elect Director A. William Reynolds Mgmt For For
2 Ratify Auditors Mgmt For For
3 Separate Chairman and CEO Positions ShrHoldr Against Against
10/06/03 Boston Scientific Corp. 101137107 With 08/27/03 26,800
EGM BSX
1 Increase Authorized Common Stock Mgmt For For
05/11/04 Boston Scientific Corp. 101137107 With 03/19/04 58,000
AGM BSX
1.1 Elect Director Ursula M. Burns Mgmt For For
1.2 Elect Director Marye Anne Fox Mgmt For For
1.3 Elect Director N.J. Nicholas, Jr. Mgmt For For
1.4 Elect Director John E. Pepper Mgmt For For
2 Ratify Auditors Mgmt For For
05/04/04 Bristol-Myers Squibb Co. 110122108 03/08/04137,400
AGM BMY
1.1 Elect Director Peter R. Dolan Mgmt For For
1.2 Elect Director Louis V. Gerstner, Jr. Mgmt For For
1.3 Elect Director Leif Johansson Mgmt For For
2 Ratify Auditors Mgmt For For
3 Report on Political Contributions/Activities ShrHoldr Against Against
4 Cease Political Contributions/Activities ShrHoldr Against Against
5 Separate Chairman and CEO Positions ShrHoldr Against Against
6 Report on Operational Impact of HIV/AIDS, TB, and Malaria ShrHoldr Against For
Pandemic
7 Require Affirmative Vote of a Majority of the Shares to ShrHoldr Against Against
Elect Directors
04/29/04 Broadcom Corp. 111320107 03/05/04 21,400
AGM BRCM
1.1 Elect Director George L. Farinsky Mgmt For For
1.2 Elect Director John Major Mgmt For For
1.3 Elect Director Alan E. Ross Mgmt For For
1.4 Elect Director Henry Samueli, Ph.D. Mgmt For For
1.5 Elect Director Robert E. Switz Mgmt For For
1.6 Elect Director Werner F. Wolfen Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For Against
3 Ratify Auditors Mgmt For For
04/28/04 Brunswick Corp. 117043109 With 03/02/04 6,300
AGM BC
1.1 Elect Director Nolan D. Archibald Mgmt For For
1.2 Elect Director Jeffrey L. Bleustein Mgmt For For
1.3 Elect Director Graham H. Phillips Mgmt For For
2 Ratify Auditors Mgmt For For
04/21/04 Burlington Northern Santa Fe Corp. 12189T104 02/27/04 25,592
AGM BNI
1.1 Elect Director Alan L. Boeckmann Mgmt For For
1.2 Elect Director Vilma S. Martinez Mgmt For Withhold
1.3 Elect Director Marc F. Racicot Mgmt For Withhold
1.4 Elect Director Roy S. Roberts Mgmt For For
1.5 Elect Director Matthew K. Rose Mgmt For For
1.6 Elect Director Marc J. Shapiro Mgmt For For
1.7 Elect Director J.C. Watts, Jr. Mgmt For For
1.8 Elect Director Robert H. West Mgmt For For
1.9 Elect Director J. Steven Whisler Mgmt For For
1.10 Elect Director Edward E. Whitacre, Jr. Mgmt For For
1.11 Elect Director Michael B. Yanney Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
04/21/04 Burlington Resources Inc. 122014103 02/23/04 13,735
AGM BR
1.1 Elect Director Barbara T. Alexander Mgmt For For
1.2 Elect Director Reuben V. Anderson Mgmt For For
1.3 Elect Director Laird I. Grant Mgmt For For
1.4 Elect Director Robert J. Harding Mgmt For For
1.5 Elect Director John T. LaMacchia Mgmt For For
1.6 Elect Director Randy L. Limbacher Mgmt For For
1.7 Elect Director James F. McDonald Mgmt For For
1.8 Elect Director Kenneth W. Orce Mgmt For Withhold
1.9 Elect Director Donald M. Roberts Mgmt For For
1.10 Elect Director James A. Runde Mgmt For For
1.11 Elect Director John F. Schwarz Mgmt For For
1.12 Elect Director Walter Scott, Jr. Mgmt For Withhold
1.13 Elect Director Bobby S. Shackouls Mgmt For For
1.14 Elect Director Steven J. Shapiro Mgmt For For
1.15 Elect Director William E. Wade, Jr. Mgmt For For
2 Approve Increase in Common Stock and a Stock Split Mgmt For For
3 Ratify Auditors Mgmt For For
04/21/04 C. R. Bard, Inc. 067383109 With 03/01/04 3,600
AGM BCR
1.1 Elect Director Anthony Welters Mgmt For For
1.2 Elect Director Tony L. White Mgmt For For
1.3 Elect Director Theodore E. Martin Mgmt For For
1.4 Elect Director Timothy M. Ring Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Amend Executive Incentive Bonus Plan Mgmt For For
4 Ratify Auditors Mgmt For For
11/21/03 Campbell Soup Co. 134429109 With 09/23/03 27,300
AGM CPB
1.1 Elect Director Edmund M. Carpenter Mgmt For For
1.2 Elect Director Douglas R. Conant Mgmt For For
1.3 Elect Director Paul R. Charron Mgmt For For
1.4 Elect Director Bennett Dorrance Mgmt For For
1.5 Elect Director Kent B. Foster Mgmt For For
1.6 Elect Director Harvey Golub Mgmt For For
1.7 Elect Director Randall W. Larrimore Mgmt For For
1.8 Elect Director Philip E. Lippincott Mgmt For For
1.9 Elect Director Mary Alice D. Malone Mgmt For For
1.10 Elect Director David C. Patterson Mgmt For For
1.11 Elect Director Charles R. Perrin Mgmt For For
1.12 Elect Director George M. Sherman Mgmt For For
1.13 Elect Director Donald M. Stewart Mgmt For For
1.14 Elect Director George Strawbridge, Jr. Mgmt For For
1.15 Elect Director Les C. Vinney Mgmt For For
1.16 Elect Director Charlotte C. Weber Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
04/29/04 Capital One Financial Corp. 14040H105 With 02/29/04 15,800
AGM COF
1.1 Elect Director W. Ronald Dietz Mgmt For For
1.2 Elect Director Lewis Hay, III Mgmt For For
1.3 Elect Director Mayo A. Shattuck, III Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
11/05/03 Cardinal Health, Inc. 14149Y108 With 09/08/03 29,175
AGM CAH
1.1 Elect Director Dave Bing Mgmt For For
1.2 Elect Director John F. Finn Mgmt For For
1.3 Elect Director John F. Havens Mgmt For For
1.4 Elect Director David W. Raisbeck Mgmt For For
1.5 Elect Director Robert D. Walter Mgmt For For
05/04/04 Caremark Rx, Inc. 141705103 With 04/01/04 31,400
AGM CMX
1.1 Elect Director Edwin M. Banks Mgmt For For
1.2 Elect Director Colleen C. Welch, Ph.D. Mgmt For For
1.3 Elect Director Roger L. Headrick Mgmt For For
1.4 Elect Director Jean-Pierre Millon Mgmt For For
04/22/04 Carnival Corp. 143658300 02/23/04 43,300
AGM CCL
Meeting for Holders of ADRs
1.1 Elect Director Micky Arison Mgmt For For
1.2 Elect Director Amb Richard G. Capen Jr Mgmt For For
1.3 Elect Director Robert H. Dickinson Mgmt For For
1.4 Elect Director Arnold W. Donald Mgmt For For
1.5 Elect Director Pier Luigi Foschi Mgmt For For
1.6 Elect Director Howard S. Frank Mgmt For For
1.7 Elect Director Baroness Hogg Mgmt For For
1.8 Elect Director A. Kirk Lanterman Mgmt For For
1.9 Elect Director Modesto A. Maidique Mgmt For For
1.10 Elect Director John P. Mcnulty Mgmt For For
1.11 Elect Director Peter Ratcliffe Mgmt For For
1.12 Elect Director Sir John Parker Mgmt For For
1.13 Elect Director Stuart Subotnick Mgmt For For
1.14 Elect Director Uzi Zucker Mgmt For For
2 Ratify Auditors Mgmt For For
3 TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL PLC TO AGREE Mgmt For For
THE REMUNERATION OF THE INDEPENDENT AUDITORS.
4 TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL PLC FOR Mgmt For For
THE FINANCIAL PERIOD ENDED NOVEMBER 30, 2003.
5 TO APPROVE THE DIRECTORS REMUNERATION REPORT OF CARNIVAL Mgmt For For
PLC.
6 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES BY Mgmt For For
CARNIVAL PLC.
7 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION RIGHTS FOR Mgmt For For
CARNIVAL PLC SHARES.
04/14/04 Caterpillar Inc. 149123101 02/17/04 23,800
AGM CAT
1.1 Elect Director John T. Dillon Mgmt For For
1.2 Elect Director Juan Gallardo Mgmt For For
1.3 Elect Director William A. Osborn Mgmt For For
1.4 Elect Director Gordon R. Parker Mgmt For For
1.5 Elect Director Edward B. Rust, Jr. Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
5 Report on Equipment Sales to Israel ShrHoldr Against Against
6 Report on Operational Imact of HIV/AIDS, TB, and Malaria ShrHoldr Against Against
Pandemic
04/20/04 Cendant Corporation 151313103 02/23/04 69,660
AGM CD
1.1 Elect Director The Right Honourable Brian Mulroney Mgmt For For
1.2 Elect Director Ronald L. Nelson Mgmt For For
1.3 Elect Director Robert W. Pittman Mgmt For For
1.4 Elect Director Myra J. Biblowit Mgmt For For
1.5 Elect Director Sheli Z. Rosenberg Mgmt For For
2 Declassify the Board of Directors Mgmt For Against
3 Ratify Auditors Mgmt For For
Shareholder Proposals
4 Separate Chairman and CEO Positions ShrHoldr Against Against
5 Limit Executive Compensation ShrHoldr Against Against
07/17/03 Centex Corp. 152312104 05/29/03 4,000
AGM CTX
1.1 Elect Director Dan W. Cook III Mgmt For For
1.2 Elect Director Thomas J. Falk Mgmt For For
1.3 Elect Director Laurence E. Hirsch Mgmt For For
1.4 Elect Director Thomas M. Schoewe Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For Against
4 Ratify Auditors Mgmt For For
02/25/04 Centex Corp. 152312104 With 01/23/04 4,300
EGM CTX
1 Increase Authorized Common Stock Mgmt For For
2 Approve Merger Agreement Mgmt For For
3 Approve Merger Agreement Mgmt For For
05/06/04 CenturyTel, Inc. 156700106 With 03/08/04 10,300
AGM CTL
1.1 Elect Director William R. Boles, Jr. Mgmt For For
1.2 Elect Director W. Bruce Hanks Mgmt For For
1.3 Elect Director C.G. Melville, Jr. Mgmt For For
1.4 Elect Director Glen F. Post, III Mgmt For For
2 Ratify Auditors Mgmt For For
04/21/04 Charter One Financial, Inc. 160903100 With 02/23/04 15,411
AGM CF
1.1 Elect Director Patrick J. Agnew Mgmt For For
1.2 Elect Director Denise Marie Fugo Mgmt For For
1.3 Elect Director Charles John Koch Mgmt For For
1.4 Elect Director Ronald F. Poe Mgmt For For
1.5 Elect Director Jerome L. Schostak Mgmt For For
1.6 Elect Director Mark Shaevsky Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
04/28/04 ChevronTexaco Corp. 166764100 03/01/04 73,423
AGM CVX
1.1 Elect Director Samuel H. Armacost Mgmt For For
1.2 Elect Director Robert E. Denham Mgmt For For
1.3 Elect Director Robert J. Eaton Mgmt For For
1.4 Elect Director Sam Ginn Mgmt For For
1.5 Elect Director Carla Anderson Hills Mgmt For For
1.6 Elect Director Franklyn G. Jenifer Mgmt For For
1.7 Elect Director J. Bennett Johnston Mgmt For For
1.8 Elect Director Sam Nunn Mgmt For For
1.9 Elect Director David J. O'Reilly Mgmt For For
1.10 Elect Director Peter J. Robertson Mgmt For For
1.11 Elect Director Charles R. Shoemate Mgmt For For
1.12 Elect Director Carl Ware Mgmt For For
2 Ratify Auditors Mgmt For For
3 Adopt Shareholder Rights Plan (Poison Pill) Policy Mgmt For For
4 Amend Omnibus Stock Plan Mgmt For For
5 Report on Operational Impact of HIV/AIDS, TB, and Malaria ShrHoldr Against For
Pandemic
6 Report on Political Contributions/Activities ShrHoldr Against Against
7 Require Affirmative Vote of a Majority of the Shares to ShrHoldr Against Against
Elect Directors
8 Report on Health and Environmental Initiatives in Ecuador ShrHoldr Against Against
9 Report on Renewable Energy ShrHoldr Against Against
05/27/04 Chiron Corp. 170040109 03/29/04 13,300
AGM CHIR
1.1 Elect Director Vaughn D. Bryson Mgmt For For
1.2 Elect Director Pierre E. Douaze Mgmt For For
1.3 Elect Director Edward E. Penhoet Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For Against
3 Ratify Auditors Mgmt For For
04/28/04 CIGNA Corp. 125509109 With 03/01/04 9,600
AGM CI
1.1 Elect Director Robert H. Campbell Mgmt For For
1.2 Elect Director Jane E. Henney, M.D. Mgmt For For
1.3 Elect Director Charles R. Shoemate Mgmt For For
1.4 Elect Director Louis W. Sullivan, M.D. Mgmt For For
2 Ratify Auditors Mgmt For For
04/24/04 Cincinnati Financial Corp. 172062101 02/27/04 11,100
AGM CINF
1.1 Elect Director Michael Brown Mgmt For For
1.2 Elect Director Dirk J. Debbink Mgmt For For
1.3 Elect Director Robert C. Schiff Mgmt For Withhold
1.4 Elect Director John M. Shepherd Mgmt For Withhold
1.5 Elect Director Douglas S. Skidmore Mgmt For For
2 Ratify Auditors Mgmt For Against
05/04/04 Cinergy Corp. 172474108 With 03/05/04 500
AGM CIN
1.1 Elect Director Michael G. Browning Mgmt For For
1.2 Elect Director George C. Juilfs Mgmt For For
1.3 Elect Director Dudley S. Taft Mgmt For For
2 Ratify Auditors Mgmt For For
10/14/03 Cintas Corp. 172908105 08/18/03 11,100
AGM CTAS
1 Fix Number of Directors Mgmt For For
2.1 Elect Director Richard T. Farmer Mgmt For Withhold
2.2 Elect Director Robert J. Kohlhepp Mgmt For For
2.3 Elect Director Scott D. Farmer Mgmt For For
2.4 Elect Director Paul R. Carter Mgmt For Withhold
2.5 Elect Director Gerald V. Dirvin Mgmt For Withhold
2.6 Elect Director Robert J. Herbold Mgmt For Withhold
2.7 Elect Director Roger L. Howe Mgmt For Withhold
2.8 Elect Director David C. Phillips Mgmt For Withhold
3 Approve Non-Employee Director Stock Option Plan Mgmt For For
Shareholder Proposals
4 Expense Stock Options ShrHoldr Against For
5 Establish a Nominating Committee of Independent Directors ShrHoldr Against For
6 Require Majority of Independent Directors on Board ShrHoldr Against For
7 Report on Code of Conduct ShrHoldr Against Against
06/15/04 Circuit City Stores, Inc. 172737108 With 04/21/04 14,900
AGM CC
1.1 Elect Director E.V. Goings Mgmt For For
1.2 Elect Director James F. Hardymon Mgmt For For
1.3 Elect Director Allen B. King Mgmt For For
1.4 Elect Director J. Patrick Spainhour Mgmt For For
1.5 Elect Director Carolyn Y. Woo Mgmt For For
2 Amend Employee Stock Purchase Plan Mgmt For For
3 Amend Non-Employee Director Omnibus Stock Plan Mgmt For For
4 Ratify Auditors Mgmt For For
11/11/03 Cisco Systems, Inc. 17275R102 09/12/03467,400
AGM CSCO
1.1 Elect Director Carol A. Bartz Mgmt For For
1.2 Elect Director Larry R. Carter Mgmt For For
1.3 Elect Director John T. Chambers Mgmt For For
1.4 Elect Director Dr. James F. Gibbons Mgmt For For
1.5 Elect Director Dr. John L. Hennessy Mgmt For For
1.6 Elect Director Roderick C. McGeary Mgmt For For
1.7 Elect Director James C. Morgan Mgmt For For
1.8 Elect Director John P. Morgridge Mgmt For For
1.9 Elect Director Donald T. Valentine Mgmt For For
1.10 Elect Director Steven M. West Mgmt For For
1.11 Elect Director Jerry Yang Mgmt For For
2 Amend Employee Stock Purchase Plan Mgmt For For
3 Ratify Auditors Mgmt For For
Shareholder Proposals
4 Report on Company Products Used by the Government to ShrHoldr Against Against
Monitor the Internet
5 Report on Pay Disparity ShrHoldr Against Against
04/20/04 Citigroup Inc. 172967101 With 02/27/04354,639
AGM C
1.1 Elect Director C. Michael Armstrong Mgmt For For
1.2 Elect Director Alain J.P. Belda Mgmt For For
1.3 Elect Director George David Mgmt For For
1.4 Elect Director Kenneth T. Derr Mgmt For For
1.5 Elect Director John M. Deutch Mgmt For For
1.6 Elect Director Roberto Hernandez Ramirez Mgmt For For
1.7 Elect Director Ann Dibble Jordan Mgmt For For
1.8 Elect Director Dudley C. Mecum Mgmt For For
1.9 Elect Director Richard D. Parsons Mgmt For For
1.10 Elect Director Andrall E. Pearson Mgmt For For
1.11 Elect Director Charles Prince Mgmt For For
1.12 Elect Director Robert E. Rubin Mgmt For For
1.13 Elect Director Franklin A. Thomas Mgmt For For
1.14 Elect Director Sanford I. Weill Mgmt For For
1.15 Elect Director Robert B. Willumstad Mgmt For For
2 Ratify Auditors Mgmt For For
3 Limit Executive Compensation ShrHoldr Against Against
4 Report on Political Contributions/Activities ShrHoldr Against Against
5 Prohibit Awards to Executives ShrHoldr Against Against
6 Separate Chairman and CEO Positions ShrHoldr Against Against
05/18/04 Citizens Communications Co. 17453B101 03/19/04 20,200
AGM CZN
1.1 Elect Director Aaron I. Fleischman Mgmt For For
1.2 Elect Director Rudy J. Graf Mgmt For For
1.3 Elect Director Stanley Harfenist Mgmt For For
1.4 Elect Director Andrew N. Heine Mgmt For For
1.5 Elect Director William M. Kraus Mgmt For For
1.6 Elect Director Scott N. Schneider Mgmt For For
1.7 Elect Director John L. Schroeder Mgmt For For
1.8 Elect Director Robert A. Stanger Mgmt For For
1.9 Elect Director Edwin Tornberg Mgmt For For
1.10 Elect Director Claire L. Tow Mgmt For For
1.11 Elect Director Leonard Tow Mgmt For For
1.12 Elect Director David H. Ward Mgmt For For
2 Ratify Auditors Mgmt For For
3 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against For
Shareholder Vote
05/13/04 Citrix Systems, Inc. 177376100 03/15/04 11,600
AGM CTXS
1.1 Elect Director Mark B. Templeton Mgmt For For
1.2 Elect Director Kevin R. Compton Mgmt For For
1.3 Elect Director Stephen M. Dow Mgmt For For
2 Expense Stock Options ShrHoldr Against For
04/28/04 Clear Channel Communications, Inc. 184502102 03/08/04 43,600
AGM CCU
1.1 Elect Director Alan D. Feld Mgmt For Withhold
1.2 Elect Director Thomas O. Hicks Mgmt For For
1.3 Elect Director Perry J. Lewis Mgmt For For
1.4 Elect Director L. Lowry Mays Mgmt For For
1.5 Elect Director Mark P. Mays Mgmt For For
1.6 Elect Director Randall T. Mays Mgmt For For
1.7 Elect Director B.J. Mccombs Mgmt For For
1.8 Elect Director Phyllis B. Riggins Mgmt For For
1.9 Elect Director Theordore H. Strauss Mgmt For For
1.10 Elect Director J.C. Watts Mgmt For For
1.11 Elect Director John H. Williams Mgmt For For
2 Ratify Auditors Mgmt For For
04/30/04 Coca-Cola Enterprises Inc. 191219104 03/04/04 32,300
AGM CCE
1.1 Elect Director John R. Alm Mgmt For For
1.2 Elect Director J. Trevor Eyton Mgmt For For
1.3 Elect Director Gary P. Fayard Mgmt For For
1.4 Elect Director L. Phillip Humann Mgmt For For
1.5 Elect Director Paula G. Rosput Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Amend Deferred Compensation Plan Mgmt For For
5 Approve Employee Stock Purchase Plan Mgmt For For
6 Approve Employee Stock Purchase Plan Mgmt For For
7 Ratify Auditors Mgmt For For
8 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against For
Shareholder Vote
9 Report on Recycling Policy ShrHoldr Against Against
05/07/04 Colgate-Palmolive Co. 194162103 03/09/04 38,000
AGM CL
1.1 Elect Director Jill K. Conway Mgmt For For
1.2 Elect Director Ronald E. Ferguson Mgmt For For
1.3 Elect Director Carlos M. Gutierrez Mgmt For For
1.4 Elect Director Ellen M. Hancock Mgmt For For
1.5 Elect Director David W. Johnson Mgmt For For
1.6 Elect Director Richard J. Kogan Mgmt For For
1.7 Elect Director Delano E. Lewis Mgmt For For
1.8 Elect Director Reuben Mark Mgmt For For
1.9 Elect Director Elizabeth A. Monrad Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against For
Shareholder Vote
5 Adopt ILO Based Code of Conduct ShrHoldr Against Abstain
6 Separate Chairman and CEO Positions ShrHoldr Against Against
05/26/04 Comcast Corp. 20030N101 03/15/04159,477
AGM CMCSA
1.1 Elect Director S. Decker Anstrom Mgmt For For
1.2 Elect Director C. Michael Armstrong Mgmt For For
1.3 Elect Director Kenneth J. Bacon Mgmt For For
1.4 Elect Director Sheldon M. Bonovitz Mgmt For For
1.5 Elect Director Julian A. Brodsky Mgmt For For
1.6 Elect Director Joseph L. Castle, II Mgmt For For
1.7 Elect Director J. Michael Cook Mgmt For For
1.8 Elect Director Brian L. Roberts Mgmt For For
1.9 Elect Director Ralph J. Roberts Mgmt For For
1.10 Elect Director Dr. Judith Rodin Mgmt For For
1.11 Elect Director Michael I. Sovern Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Restricted Stock Plan Mgmt For For
4 Amend Articles/Bylaws/Charter-Non-Routine Mgmt For For
5 Require Two-Thirds Majority of Independent Directors on ShrHoldr Against For
Board
6 Political Contributions/Activities ShrHoldr Against Against
7 Nominate Two Directors for every open Directorships ShrHoldr Against For
8 Limit Executive Compensation ShrHoldr Against Against
9 Adopt a Recapitalization Plan ShrHoldr Against For
05/18/04 Comerica Inc. 200340107 With 03/22/04 12,450
AGM CMA
1.1 Elect Director Ralph W. Babb, Jr. Mgmt For For
1.2 Elect Director James F. Cordes Mgmt For For
1.3 Elect Director Peter D. Cummings Mgmt For For
1.4 Elect Director Todd W. Herrick Mgmt For For
1.5 Elect Director William P. Vititoe Mgmt For For
1.6 Elect Director Kenneth L. Way Mgmt For For
2 Approve Employee Stock Purchase Plan Mgmt For For
3 Approve Non-Employee Director Omnibus Stock Plan Mgmt For For
4 Ratify Auditors Mgmt For For
08/27/03 Computer Associates International, Inc. 204912109 With 07/02/03 37,712
AGM CA
1.1 Elect Director Russell M. Artzt Mgmt For For
1.2 Elect Director Kenneth Cron Mgmt For For
1.3 Elect Director Alfonse M. D'Amato Mgmt For For
1.4 Elect Director Gary J. Fernandes Mgmt For For
1.5 Elect Director Sanjay Kumar Mgmt For For
1.6 Elect Director Robert E. La Blanc Mgmt For For
1.7 Elect Director Jay W. Lorsch Mgmt For For
1.8 Elect Director Lewis S. Ranieri Mgmt For For
1.9 Elect Director Walter P. Schuetze Mgmt For For
1.10 Elect Director Alex Serge Vieux Mgmt For For
2 Approve Non-Employee Director Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
08/11/03 Computer Sciences Corporation 205363104 With 06/13/03 12,200
AGM CSC
1.1 Elect Director Irving W. Bailey, II Mgmt For For
1.2 Elect Director Stephen L. Baum Mgmt For For
1.3 Elect Director Rodney F. Chase Mgmt For For
1.4 Elect Director Van B. Honeycutt Mgmt For For
1.5 Elect Director William R. Hoover Mgmt For For
1.6 Elect Director Leon J. Level Mgmt For For
1.7 Elect Director Thomas A. McDonnell Mgmt For For
1.8 Elect Director F. Warren McFarlan Mgmt For For
1.9 Elect Director James R. Mellor Mgmt For For
1.10 Elect Director William P. Rutledge Mgmt For For
08/26/03 Compuware Corp. 205638109 07/01/03 24,600
AGM CPWR
1.1 Elect Director Dennis W. Archer Mgmt For For
1.2 Elect Director Gurminder S. Bedi Mgmt For For
1.3 Elect Director Elizabeth A. Chappell Mgmt For For
1.4 Elect Director Elaine K. Didier Mgmt For For
1.5 Elect Director William O. Grabe Mgmt For For
1.6 Elect Director William R. Halling Mgmt For For
1.7 Elect Director Peter Karmanos, Jr. Mgmt For For
1.8 Elect Director Faye Alexander Nelson Mgmt For For
1.9 Elect Director Glenda D. Price Mgmt For For
1.10 Elect Director W. James Prowse Mgmt For Withhold
1.11 Elect Director G. Scott Romney Mgmt For For
1.12 Elect Director Lowell P. Weicker, Jr. Mgmt For For
12/16/03 Comverse Technology, Inc. 205862402 With 10/28/03 12,500
AGM CMVT
1.1 Elect Director Kobi Alexander Mgmt For For
1.2 Elect Director Raz Alon Mgmt For For
1.3 Elect Director Itsik Danziger Mgmt For For
1.4 Elect Director John H. Friedman Mgmt For For
1.5 Elect Director Ron Hiram Mgmt For For
1.6 Elect Director Sam Oolie Mgmt For For
1.7 Elect Director William F. Sorin Mgmt For For
2 Amend Employee Stock Purchase Plan Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Ratify Auditors Mgmt For For
06/15/04 Comverse Technology, Inc. 205862402 With 04/27/04 13,600
AGM CMVT
1.1 Elect Director Kobi Alexander Mgmt For For
1.2 Elect Director Raz Alon Mgmt For For
1.3 Elect Director Itsik Danziger Mgmt For For
1.4 Elect Director John H. Friedman Mgmt For For
1.5 Elect Director Ron Hiram Mgmt For For
1.6 Elect Director Sam Oolie Mgmt For For
1.7 Elect Director William F. Sorin Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
09/25/03 Conagra Foods Inc. 205887102 07/31/03 35,000
AGM CAG
1.1 Elect Director David H. Batchelder Mgmt For For
1.2 Elect Director Robert A. Krane Mgmt For For
1.3 Elect Director Mark H. Rauenhorst Mgmt For For
1.4 Elect Director Bruce Rohde Mgmt For For
2 Ratify Auditors Mgmt For For
Shareholder Proposals
4 Genetically Modified Organisms (GMO) ShrHoldr Against Against
5 Modify Current and Future Stock Option Plans ShrHoldr Against Against
6 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
10/28/03 Concord EFS, Inc. 206197105 With 09/08/03 31,700
EGM CE
1 Approve Merger Agreement Mgmt For For
2 Adjourn Meeting Mgmt For For
02/26/04 Concord EFS, Inc. 206197105 With 01/16/04 32,000
EGM CE
1 Approve Merger Agreement Mgmt For For
05/05/04 ConocoPhillips 20825C104 With 03/10/04 48,240
AGM COP
1.1 Elect Director David L. Boren Mgmt For For
1.2 Elect Director James E. Copeland, Jr. Mgmt For For
1.3 Elect Director Kenneth M. Duberstein Mgmt For For
1.4 Elect Director Ruth R. Harkin Mgmt For For
1.5 Elect Director William R. Rhodes Mgmt For For
1.6 Elect Director J. Stapleton Roy Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Limit Executive Compensation ShrHoldr Against Against
5 Limit Executive Compensation ShrHoldr Against Against
6 Report on Drilling in the Arctic National Wildlife Refuge ShrHoldr Against Against
05/17/04 Consolidated Edison, Inc. 209115104 03/29/04 16,000
AGM ED
1.1 Elect Director Vincent A. Calarco Mgmt For For
1.2 Elect Director George Campbell, Jr. Mgmt For For
1.3 Elect Director Gordon J. Davis Mgmt For For
1.4 Elect Director Michael J. Del Giudice Mgmt For For
1.5 Elect Director Joan S. Freilich Mgmt For For
1.6 Elect Director Ellen V. Futter Mgmt For For
1.7 Elect Director Sally Hernandez-Pinero Mgmt For For
1.8 Elect Director Peter W. Likins Mgmt For For
1.9 Elect Director Eugene R. McGrath Mgmt For For
1.10 Elect Director Frederic V. Salerno Mgmt For For
1.11 Elect Director Stephen R. Volk Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Employee Stock Purchase Plan Mgmt For For
4 Increase Disclosure of Executive Compensation ShrHoldr Against For
05/21/04 Constellation Energy Group, Inc. 210371100 With 03/19/04 11,900
AGM CEG
1.1 Elect Director James T. Brady Mgmt For For
1.2 Elect Director James R. Curtiss Mgmt For For
1.3 Elect Director Edward J. Kelly, III Mgmt For For
1.4 Elect Director Robert J. Lawless Mgmt For For
2 Ratify Auditors Mgmt For For
04/27/04 Convergys Corp. 212485106 With 03/01/04 9,900
AGM CVG
1.1 Elect Director Zoe Baird Mgmt For For
1.2 Elect Director Roger L. Howe Mgmt For For
1.3 Elect Director Philip A. Odeen Mgmt For For
1.4 Elect Director James M. Zimmerman Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Approve Employee Stock Purchase Plan Mgmt For For
4 Ratify Auditors Mgmt For For
04/27/04 COOPER INDUSTRIES LTD G24182100 03/01/04 6,400
AGM CBE
Meeting for Holders of ADRs
1.1 Elect Director S.G. Butler Mgmt For For
1.2 Elect Director D.F. Smith Mgmt For For
1.3 Elect Director G.B. Smith Mgmt For For
2 Ratify Auditors Mgmt For For
3 APPROVE THE AMENDED AND RESTATED STOCK INCENTIVE PLAN. Mgmt For For
4 SHAREHOLDER PROPOSAL RELATING TO SOCIAL AND ENVIRONMENTAL ShrHoldr Against Against
ISSUES RELATED TO SUSTAINABILITY.
5 SHAREHOLDER PROPOSAL RELATING TO EXECUTIVE EQUITY ShrHoldr Against Against
COMPENSATION PLANS.
05/04/04 Cooper Tire & Rubber Co. 216831107 03/09/04 5,300
AGM CTB
1.1 Elect Director Arthur H. Aronson Mgmt For For
1.2 Elect Director Thomas A. Dattilo Mgmt For For
1.3 Elect Director Byron O. Pond Mgmt For For
2 Ratify Auditors ShrHoldr Against For
10/03/03 Coors (Adolph) Company 217016104 08/25/03 2,400
EGM RKY
1 Change State of Incorporation from Colorado to Delaware Mgmt For For
2 Adjourn Meeting Mgmt For Against
04/29/04 Corning Inc. 219350105 03/01/04 91,400
AGM GLW
1.1 Elect Director Jeremy R. Knowles Mgmt For For
1.2 Elect Director Eugene C. Sit Mgmt For For
1.3 Elect Director William D. Smithburg Mgmt For For
1.4 Elect Director Hansel E. Tookes II Mgmt For For
1.5 Elect Director Wendell P. Weeks Mgmt For For
2 Ratify Auditors Mgmt For For
3 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against For
Shareholder Vote
01/29/04 Costco Wholesale Corporation 22160K105 12/05/03 30,400
AGM COST
1.1 Elect Director Benjamin S. Carson, Sr., M.D. as Class II Mgmt For For
Director
1.2 Elect Director Hamilton E. James as Class II Director Mgmt For For
1.3 Elect Director Jill S. Ruckelshaus as Class II Director Mgmt For For
1.4 Elect Director William H. Gates, II as Class II Director Mgmt For For
1.5 Elect Director Daniel J. Evans as Class I Director Mgmt For For
Shareholder Proposals
2 Declassify the Board of Directors ShrHoldr Against Against
3 Develop Land Procurement Policy ShrHoldr Against Against
Management Proposal
4 Ratify Auditors Mgmt For For
01/09/04 Countrywide Financial Corp. 222372104 With 11/28/03 9,100
EGM CFC
1 Increase Authorized Common Stock Mgmt For For
06/16/04 Countrywide Financial Corp. 222372104 With 04/19/04 19,500
AGM CFC
1.1 Elect Director Henry G. Cisneros Mgmt For For
1.2 Elect Director Robert J. Donato Mgmt For For
1.3 Elect Director Michael E. Dougherty Mgmt For For
1.4 Elect Director Martin R. Melone Mgmt For For
1.5 Elect Director Harley W. Snyder Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
04/26/04 Crane Co. 224399105 With 02/27/04 4,150
AGM CR
1.1 Elect Director Karen E. Dykstra Mgmt For For
1.2 Elect Director Richard S. Forte Mgmt For For
1.3 Elect Director William E. Lipner Mgmt For For
1.4 Elect Director James L. L. Tullis Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Approve Executive Incentive Bonus Plan Mgmt For For
5 Implement MacBride Principles ShrHoldr Against Against
05/05/04 CSX Corp. 126408103 03/05/04 15,200
AGM CSX
1.1 Elect Director E.E. Bailey Mgmt For For
1.2 Elect Director R.L. Burrus, Jr. Mgmt For For
1.3 Elect Director E.J. Kelly, III Mgmt For For
1.4 Elect Director R.D. Kunisch Mgmt For For
1.5 Elect Director S.J. Morcott Mgmt For For
1.6 Elect Director D.M. Ratcliffe Mgmt For For
1.7 Elect Director C.E. Rice Mgmt For For
1.8 Elect Director W.C. Richardson Mgmt For For
1.9 Elect Director F.S. Royal, M.D. Mgmt For For
1.10 Elect Director D.J. Shepard Mgmt For For
1.11 Elect Director M.J. Ward Mgmt For For
2 Ratify Auditors Mgmt For For
3 Limit Executive Compensation ShrHoldr Against Against
4 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
5 Limit Awards to Executives ShrHoldr Against For
09/16/03 Cummins , Inc. 231021106 With 08/06/03 2,700
AGM CMI
1.1 Elect Director Robert J. Darnall Mgmt For For
1.2 Elect Director John M. Deutch Mgmt For For
1.3 Elect Director Walter Y. Elisha Mgmt For For
1.4 Elect Director Alexis M. Herman Mgmt For For
1.5 Elect Director William I. Miller Mgmt For For
1.6 Elect Director William D. Ruckelshaus Mgmt For For
1.7 Elect Director Theodore M. Solso Mgmt For For
1.8 Elect Director Franklin A. Thomas Mgmt For For
1.9 Elect Director J. Lawrence Wilson Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
04/06/04 Cummins , Inc. 231021106 02/16/04 2,900
AGM CMI
1.1 Elect Director Robert J. Darnall Mgmt For For
1.2 Elect Director John M. Deutch Mgmt For Withhold
1.3 Elect Director Alexis M. Herman Mgmt For For
1.4 Elect Director William I. Miller Mgmt For For
1.5 Elect Director William D. Ruckelshaus Mgmt For For
1.6 Elect Director Theodore M. Solso Mgmt For For
1.7 Elect Director J. Lawrence Wilson Mgmt For For
2 Ratify Auditors Mgmt For For
05/12/04 CVS Corporation 126650100 With 03/15/04 27,900
AGM CVS
1.1 Elect Director W. Don Cornwell Mgmt For For
1.2 Elect Director Thomas P. Gerrity Mgmt For For
1.3 Elect Director Stanley P. Goldstein Mgmt For For
1.4 Elect Director Marian L. Heard Mgmt For For
1.5 Elect Director William H. Joyce Mgmt For For
1.6 Elect Director Terry R. Lautenbach Mgmt For For
1.7 Elect Director Terrence Murray Mgmt For For
1.8 Elect Director Sheli Z. Rosenberg Mgmt For For
1.9 Elect Director Thomas M. Ryan Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Limit Executive Compensation ShrHoldr Against Against
04/19/04 Dana Corp. 235811106 With 03/01/04 10,266
AGM DCN
1.1 Elect Director Benjamin F. Bailar Mgmt For For
1.2 Elect Director A. Charles Baillie Mgmt For For
1.3 Elect Director David E. Berges Mgmt For For
1.4 Elect Director Michael J. Burns Mgmt For For
1.5 Elect Director Edmund M. Carpenter Mgmt For For
1.6 Elect Director Samir G. Gibara Mgmt For For
1.7 Elect Director Cheyl W. Grise Mgmt For For
1.8 Elect Director Glen H. Hiner Mgmt For For
1.9 Elect Director James P. Kelly Mgmt For For
1.10 Elect Director Marilyn R. Marks Mgmt For For
1.11 Elect Director Richard B. Priory Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Approve Employee Stock Purchase Plan Mgmt For For
4 Amend Omnibus Stock Plan Mgmt For For
5 Ratify Auditors Mgmt For For
05/04/04 Danaher Corp. 235851102 03/10/04 10,800
AGM DHR
1.1 Elect Director Steven M. Rales Mgmt For For
1.2 Elect Director John T. Schwieters Mgmt For For
1.3 Elect Director Alan G. Spoon Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Stock Option Plan Mgmt For For
4 Develop Charter Language on Board Diversity ShrHoldr Against Abstain
09/25/03 Darden Restaurants, Inc. 237194105 With 07/28/03 10,950
AGM DRI
1.1 Elect Director Leonard L. Berry Mgmt For For
1.2 Elect Director Odie C. Donald Mgmt For For
1.3 Elect Director David H. Hughes Mgmt For For
1.4 Elect Director Joe R. Lee Mgmt For For
1.5 Elect Director Senator Connie Mack, III Mgmt For For
1.6 Elect Director Richard E. Rivera Mgmt For For
1.7 Elect Director Michael D. Rose Mgmt For For
1.8 Elect Director Maria A. Sastre Mgmt For For
1.9 Elect Director Jack A. Smith Mgmt For For
1.10 Elect Director Blaine Sweatt, III Mgmt For For
1.11 Elect Director Rita P. Wilson Mgmt For For
2 Ratify Auditors Mgmt For For
02/25/04 Deere & Co. 244199105 With 12/31/03 16,500
AGM DE
1.1 Elect Director Robert W. Lane Mgmt For For
1.2 Elect Director Antonio Madero B. Mgmt For For
1.3 Elect Director Aulana L. Peters Mgmt For For
1.4 Elect Director John R. Walter Mgmt For For
07/18/03 Dell Computer Corporation 247025109 05/23/03166,600
AGM DELL
1.1 Elect Director Michael A. Miles Mgmt For For
1.2 Elect Director Alex J. Mandl Mgmt For For
1.3 Elect Director Morton L. Topfer Mgmt For For
2 Declassify the Board of Directors Mgmt For Against
3 Change Company Name Mgmt For For
4 Approve Executive Incentive Bonus Plan Mgmt For For
05/06/04 Delphi Corp. 247126105 03/08/04 39,794
AGM DPH
1.1 Elect Director Oscar de Paula Bernardes Neto Mgmt For Withhold
1.2 Elect Director Dr. Bernd Gottschalk Mgmt For Withhold
1.3 Elect Director John D. Opie Mgmt For Withhold
2 Ratify Auditors Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Approve Omnibus Stock Plan Mgmt For For
5 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
6 Declassify the Board of Directors ShrHoldr Against Against
7 Amend Workplace Code of Conduct ShrHoldr Against Abstain
04/23/04 Delta Air Lines, Inc. 247361108 03/01/04 8,500
AGM DAL
1.1 Elect Director Edward H. Budd Mgmt For For
1.2 Elect Director George M.C. Fisher Mgmt For For
1.3 Elect Director David R. Goode Mgmt For For
1.4 Elect Director Gerald Grinstein Mgmt For For
1.5 Elect Director John F. Smith, Jr. Mgmt For For
1.6 Elect Director Joan E. Spero Mgmt For For
1.7 Elect Director Larry D. Thompson Mgmt For For
2 Ratify Auditors Mgmt For For
3 Restore or Provide for Cumulative Voting ShrHoldr Against Against
4 Limit Awards to Executives ShrHoldr Against Against
5 Submit Executive Pension Benefit To Vote ShrHoldr Against For
6 Limit Executive Compensation ShrHoldr Against Against
05/04/04 Deluxe Corp. 248019101 With 03/08/04 3,600
AGM DLX
1.1 Elect Director Ronald E. Eilers Mgmt For For
1.2 Elect Director Charles A. Haggerty Mgmt For For
1.3 Elect Director William A. Hawkins, III Mgmt For For
1.4 Elect Director Cheryl M. McKissack Mgmt For For
1.5 Elect Director Lawrence J. Mosner Mgmt For For
1.6 Elect Director Stephen P. Nachtsheim Mgmt For For
1.7 Elect Director Mary Ann O'Dwyer Mgmt For For
1.8 Elect Director Martyn R. Redgrave Mgmt For For
1.9 Elect Director Robert C. Salipante Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Amend Omnibus Stock Plan Mgmt For For
5 Limit Executive Compensation ShrHoldr Against Against
06/08/04 Devon Energy Corp. 25179M103 With 04/09/04 16,500
AGM DVN
1.1 Elect Director Thomas F. Ferguson Mgmt For For
1.2 Elect Director Peter J. Fluor Mgmt For For
1.3 Elect Director David M. Gavin Mgmt For For
1.4 Elect Director Michael E. Gellert Mgmt For For
2 Ratify Auditors Mgmt For For
3 Require a Majority Vote for the Election of Directors ShrHoldr Against Against
05/25/04 Dollar General Corp. 256669102 With 03/22/04 23,815
AGM DG
1.1 Elect Director David L. Bere Mgmt For For
1.2 Elect Director Dennis C. Bottorff Mgmt For For
1.3 Elect Director Barbara L. Bowles Mgmt For For
1.4 Elect Director James L. Clayton Mgmt For For
1.5 Elect Director Reginald D. Dickson Mgmt For For
1.6 Elect Director E. Gordon Gee Mgmt For For
1.7 Elect Director Barbara M. Knuckles Mgmt For For
1.8 Elect Director David A. Perdue Mgmt For For
1.9 Elect Director J. Neal Purcell Mgmt For For
1.10 Elect Director James D. Robbins Mgmt For For
1.11 Elect Director David M. Wilds Mgmt For For
2 Ratify Auditors Mgmt For For
04/23/04 Dominion Resources, Inc. 25746U109 With 02/27/04 22,247
AGM D
1.1 Elect Director Susan B. Allen Mgmt For For
1.2 Elect Director Peter W. Brown Mgmt For For
1.3 Elect Director Ronald J. Calise Mgmt For For
1.4 Elect Director Thos. E. Capps Mgmt For For
1.5 Elect Director George A. Davidson, Jr. Mgmt For For
1.6 Elect Director John W. Harris Mgmt For For
1.7 Elect Director Robert S. Jepson, Jr. Mgmt For For
1.8 Elect Director Benjamin J. Lambert, III Mgmt For For
1.9 Elect Director Richard L. Leatherwood Mgmt For For
1.10 Elect Director Margaret A. McKenna Mgmt For For
1.11 Elect Director Kenneth A. Randall Mgmt For For
1.12 Elect Director Frank S. Royal Mgmt For For
1.13 Elect Director S. Dallas Simmons Mgmt For For
1.14 Elect Director Robert H. Spilman Mgmt For For
1.15 Elect Director David A. Wollard Mgmt For For
2 Ratify Auditors Mgmt For For
3 Submit Executive Compensation to Vote ShrHoldr Against Against
04/20/04 Dover Corp. 260003108 02/27/04 14,000
AGM DOV
1.1 Elect Director David H. Benson Mgmt For For
1.2 Elect Director Jean-Pierre M. Ergas Mgmt For For
1.3 Elect Director Kristiane C. Graham Mgmt For For
1.4 Elect Director Ronald L. Hoffman Mgmt For For
1.5 Elect Director James L. Koley Mgmt For For
1.6 Elect Director Richard K. Lochridge Mgmt For For
1.7 Elect Director Thomas L. Reece Mgmt For For
1.8 Elect Director Bernard G. Rethore Mgmt For For
1.9 Elect Director Gary L. Roubos Mgmt For Withhold
1.10 Elect Director Michael B. Stubbs Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Other Business Mgmt For Against
04/21/04 Dow Jones & Co., Inc. 260561105 02/27/04 5,600
AGM DJ
1.1 Elect Director Irvine O. Hockaday, Jr. Mgmt For For
1.2 Elect Director Vernon E. Jordan, Jr. Mgmt For Withhold
1.3 Elect Director Lewis B. Campbell Mgmt For For
1.4 Elect Director Dieter von Holtzbrinck Mgmt For Withhold
1.5 Elect Director Elizabeth Steele Mgmt For For
2 Ratify Auditors Mgmt For Against
3 Amend Omnibus Stock Plan Mgmt For For
4 Separate Chairman and CEO Positions ShrHoldr Against Against
04/29/04 DTE Energy Co. 233331107 With 03/01/04 11,600
AGM DTE
1.1 Elect Director Anthony F. Earley, Jr. Mgmt For For
1.2 Elect Director Allan D. Gilmour Mgmt For For
1.3 Elect Director Frank M. Hennessey Mgmt For For
1.4 Elect Director Gail J. McGovern Mgmt For For
1.5 Elect Director Josue Robles, Jr. Mgmt For For
2 Ratify Auditors Mgmt For For
05/13/04 Duke Energy Corp. 264399106 03/15/04 64,316
AGM DUK
1.1 Elect Director Paul M. Anderson Mgmt For For
1.2 Elect Director Ann M. Gray Mgmt For For
1.3 Elect Director Michael E.J. Phelps Mgmt For Withhold
1.4 Elect Director James T. Rhodes Mgmt For For
2 Ratify Auditors Mgmt For For
3 Declassify the Board of Directors ShrHoldr Against Against
05/27/04 E*Trade Group, Inc. 269246104 With 04/05/04 26,100
AGM ET
1.1 Elect Director Ronald D. Fisher Mgmt For For
1.2 Elect Director George A. Hayter Mgmt For For
1.3 Elect Director Donna L. Weaver Mgmt For For
2 Ratify Auditors Mgmt For For
04/28/04 E.I. Du Pont De Nemours & Co. 263534109 03/09/04 70,611
AGM DD
1.1 Elect Director Alain J. P. Belda Mgmt For For
1.2 Elect Director Richard H. Brown Mgmt For For
1.3 Elect Director Curtis J. Crawford Mgmt For For
1.4 Elect Director John T. Dillon Mgmt For For
1.5 Elect Director Louisa C. Duemling Mgmt For For
1.6 Elect Director Charles O. Holliday, Jr. Mgmt For For
1.7 Elect Director Deborah C. Hopkins Mgmt For For
1.8 Elect Director Lois D. Juliber Mgmt For For
1.9 Elect Director Masahisa Naitoh Mgmt For For
1.10 Elect Director William K. Reilly Mgmt For For
1.11 Elect Director H. Rodney Sharp, III Mgmt For For
1.12 Elect Director Charles M. Vest Mgmt For For
2 Ratify Auditors Mgmt For For
3 Report on Executive Ties to Government ShrHoldr Against Against
4 Adopt and Report on a Code of Corporate Conduct ShrHoldr Against Abstain
5 Limit Executive Compensation ShrHoldr Against For
05/06/04 Eastman Chemical Co. 277432100 With 03/15/04 5,500
AGM EMN
1.1 Elect Director Renee J. Hornbaker Mgmt For For
1.2 Elect Director Thomas H. McLain Mgmt For For
1.3 Elect Director Peter M. Wood Mgmt For For
2 Ratify Auditors Mgmt For For
3 Limit Awards to Executives ShrHoldr Against Against
05/12/04 Eastman Kodak Co. 277461109 With 03/15/04 20,300
AGM EK
1.1 Elect Director William H. Hernandez Mgmt For For
1.2 Elect Director Hector de J. Ruiz Mgmt For For
1.3 Elect Director Laura D'Andrea Tyson Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Adopt Chemical Policy ShrHoldr Against Against
5 Prohibit Awards to Executives ShrHoldr Against Against
04/28/04 Eaton Corp. 278058102 With 03/01/04 10,400
AGM ETN
1.1 Elect Director Michael J. Critelli Mgmt For For
1.2 Elect Director Ernie Green Mgmt For For
1.3 Elect Director Kiran M. Patel Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
06/24/04 eBay Inc. 278642103 04/26/04 45,700
AGM EBAY
1.1 Elect Director Philippe Bourguignon Mgmt For For
1.2 Elect Director Thomas J. Tierney Mgmt For For
1.3 Elect Director Margaret C. Whitman Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Amend Stock Option Plan Mgmt For For
4 Increase Authorized Common Stock Mgmt For Against
5 Ratify Auditors Mgmt For For
6 Expense Stock Options ShrHoldr Against For
05/07/04 Ecolab, Inc. 278865100 With 03/16/04 500
AGM ECL
1.1 Elect Director Richard U. De Schutter Mgmt For For
1.2 Elect Director William L. Jews Mgmt For For
1.3 Elect Director Joel W. Johnson Mgmt For For
1.4 Elect Director Ulrich Lehner Mgmt For For
1.5 Elect Director Beth M. Pritchard Mgmt For For
2 Amend Executive Incentive Bonus Plan Mgmt For For
3 Approve Employee Stock Purchase Plan Mgmt For For
4 Ratify Auditors Mgmt For For
05/20/04 Edison International 281020107 03/22/04 700
AGM EIX
1.1 Elect Director John E. Bryson Mgmt For For
1.2 Elect Director France A. Cordova Mgmt For For
1.3 Elect Director Bradford M. Freeman Mgmt For For
1.4 Elect Director Bruce Karatz Mgmt For For
1.5 Elect Director Luis G. Nogales Mgmt For For
1.6 Elect Director Ronald L. Olson Mgmt For For
1.7 Elect Director James M. Rosser Mgmt For For
1.8 Elect Director Richard T. Schlosberg, III Mgmt For For
1.9 Elect Director Robert H. Smith Mgmt For For
1.10 Elect Director Thomas C. Sutton Mgmt For For
2 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
07/31/03 Electronic Arts, Inc. 285512109 With 06/04/03 9,300
AGM ERTS
1.1 Elect Director M. Richard Asher Mgmt For For
1.2 Elect Director William J. Byron Mgmt For For
1.3 Elect Director Leonard S. Coleman Mgmt For For
1.4 Elect Director Gary M. Kusin Mgmt For For
1.5 Elect Director Gregory B. Maffei Mgmt For For
1.6 Elect Director Timothy Mott Mgmt For For
1.7 Elect Director Lawrence F. Probst III Mgmt For For
1.8 Elect Director Linda J. Srere Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Amend Employee Stock Purchase Plan Mgmt For For
4 Ratify Auditors Mgmt For For
05/25/04 Electronic Data Systems Corp. 285661104 03/29/04 34,000
AGM EDS
1.1 Elect Director Roger A. Enrico Mgmt For For
1.2 Elect Director Ellen M. Hancock Mgmt For For
1.3 Elect Director C. Robert Kidder Mgmt For For
2 Ratify Auditors Mgmt For For
3 Declassify the Board of Directors ShrHoldr Against Against
4 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
5 Amend Vote Requirements to Amend Articles/Bylaws/Charter ShrHoldr Against For
04/19/04 Eli Lilly and Co. 532457108 With 02/13/04 77,200
AGM LLY
1.1 Elect Director Steven C. Beering Mgmt For For
1.2 Elect Director Winfried Bischoff Mgmt For For
1.3 Elect Director Franklyn G. Prendergast Mgmt For For
1.4 Elect Director Kathi P. Seifert Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Limit Executive Compensation ShrHoldr Against Against
5 Report on Drug Pricing ShrHoldr Against Against
05/05/04 EMC Corp. 268648102 With 03/08/04170,286
AGM EMC
1.1 Elect Director John R. Egan Mgmt For For
1.2 Elect Director Michael C. Ruettgers Mgmt For For
1.3 Elect Director David N. Strohm Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Amend Employee Stock Purchase Plan Mgmt For For
4 Ratify Auditors Mgmt For For
5 Limit Executive Compensation ShrHoldr Against Against
02/03/04 Emerson Electric Co. 291011104 With 11/24/03 28,000
AGM EMR
1.1 Elect Director C. Fernandez G. Mgmt For For
1.2 Elect Director C.F. Knight Mgmt For For
1.3 Elect Director G.A. Lodge Mgmt For For
1.4 Elect Director R.L. Ridgway Mgmt For For
1.5 Elect Director E.E. Whitacre, Jr. Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Ratify Auditors Mgmt For For
05/06/04 Engelhard Corp. 292845104 With 03/15/04 8,900
AGM EC
1.1 Elect Director David L. Burner Mgmt For For
1.2 Elect Director James V. Napier Mgmt For For
05/14/04 Entergy Corp. 29364G103 With 03/17/04 16,300
AGM ETR
1.1 Elect Director Maureen Scannell Bateman Mgmt For For
1.2 Elect Director W. Frank Blount Mgmt For For
1.3 Elect Director Simon D. deBree Mgmt For For
1.4 Elect Director Claiborne P. Deming Mgmt For For
1.5 Elect Director Alexis M. Herman Mgmt For For
1.6 Elect Director Donald C. Hintz Mgmt For For
1.7 Elect Director J. Wayne Leonard Mgmt For For
1.8 Elect Director Robert v.d. Luft Mgmt For For
1.9 Elect Director Kathleen A. Murphy Mgmt For For
1.10 Elect Director Paul W. Murrill Mgmt For For
1.11 Elect Director James R. Nichols Mgmt For For
1.12 Elect Director William A. Percy, II Mgmt For For
1.13 Elect Director Dennis H. Reilley Mgmt For For
1.14 Elect Director Wm. Clifford Smith Mgmt For For
1.15 Elect Director Bismark A. Steinhagen Mgmt For For
1.16 Elect Director Steven V. Wilkinson Mgmt For For
2 Ratify Auditors Mgmt For For
3 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against Against
Shareholder Vote
4 Restore or Provide for Cumulative Voting ShrHoldr Against Against
5 Prohibit Awards to Executives ShrHoldr Against Against
05/04/04 EOG Resources, Inc. 26875P101 03/08/04 8,200
AGM EOG
1.1 Elect Director George A. Alcorn Mgmt For For
1.2 Elect Director Charles R. Crisp Mgmt For For
1.3 Elect Director Mark G. Papa Mgmt For For
1.4 Elect Director Edmund P. Segner, III Mgmt For For
1.5 Elect Director Donald F. Textor Mgmt For For
1.6 Elect Director Frank G. Wisner Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Omnibus Stock Plan Mgmt For For
4 Other Business Mgmt For Against
04/28/04 Equifax Inc. 294429105 With 02/18/04 9,600
AGM EFX
1.1 Elect Director James E. Copeland, Jr Mgmt For For
1.2 Elect Director Lee A. Ault III Mgmt For For
1.3 Elect Director John L. Clendenin Mgmt For For
1.4 Elect Director A. William Dahlberg Mgmt For For
1.5 Elect Director L. Phillip Humann Mgmt For For
05/19/04 Equity Office Properties Trust 294741103 With 03/12/04 28,400
AGM EOP
1.1 Elect Director Thomas E. Dobrowski Mgmt For For
1.2 Elect Director William M. Goodyear Mgmt For For
1.3 Elect Director James D. Harper, Jr. Mgmt For For
1.4 Elect Director Richard D. Kincaid Mgmt For For
1.5 Elect Director David K. Mckown Mgmt For For
1.6 Elect Director Sheli Z. Rosenberg Mgmt For For
1.7 Elect Director Edwin N. Sidman Mgmt For For
1.8 Elect Director J. H.W.R. Van Der Vlist Mgmt For For
1.9 Elect Director Samuel Zell Mgmt For For
2 Ratify Auditors Mgmt For For
05/28/04 Equity Residential 29476L107 With 03/29/04 19,700
AGM EQR
1.1 Elect Director John W. Alexander Mgmt For For
1.2 Elect Director Charles L. Atwood Mgmt For For
1.3 Elect Director Bruce W. Duncan Mgmt For For
1.4 Elect Director Stephen O. Evans Mgmt For For
1.5 Elect Director James D. Harper, Jr. Mgmt For For
1.6 Elect Director Boone A. Knox Mgmt For For
1.7 Elect Director Desiree G. Rogers Mgmt For For
1.8 Elect Director Sheli Z. Rosenberg Mgmt For For
1.9 Elect Director Gerald A. Spector Mgmt For For
1.10 Elect Director B. Joseph White Mgmt For For
1.11 Elect Director Samuel Zell Mgmt For For
2 Amend Articles/Bylaws/Charter to Remove Antitakeover Mgmt For For
Provision(s)
3 Ratify Auditors Mgmt For For
04/27/04 Exelon Corp 30161N101 With 03/01/04 22,412
AGM EXC
1.1 Elect Director Nicholas DeBenedictis Mgmt For For
1.2 Elect Director G. Fred Dibona, Jr. Mgmt For For
1.3 Elect Director Sue L. Gin Mgmt For For
1.4 Elect Director Edgar D. Jannotta Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
05/26/04 Exxon Mobil Corp. 30231G102 04/05/04464,608
AGM XOM
1.1 Elect Director Michael J. Boskin Mgmt For For
1.2 Elect Director James R. Houghton Mgmt For For
1.3 Elect Director William R. Howell Mgmt For For
1.4 Elect Director Reatha Clark King Mgmt For For
1.5 Elect Director Philip E. Lippincott Mgmt For For
1.6 Elect Director Harry J. Longwell Mgmt For For
1.7 Elect Director Henry A. McKinnell, Jr. Mgmt For For
1.8 Elect Director Marilyn Carlson Nelson Mgmt For For
1.9 Elect Director Lee R. Raymond Mgmt For For
1.10 Elect Director Walter V. Shipley Mgmt For For
1.11 Elect Director Rex W. Tillerson Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Non-Employee Director Restricted Stock Plan Mgmt For For
4 Affirm Political Nonpartisanship ShrHoldr Against Against
5 Report on Political Contributions/Activities ShrHoldr Against Against
6 Report on Equatorial Guinea ShrHoldr Against Against
7 Separate Chairman and CEO Positions ShrHoldr Against Against
8 Prohibit Awards to Executives ShrHoldr Against Against
9 Report on Stock Option Distribution by Race and Gender ShrHoldr Against Abstain
10 Amend EEO Statement to Include Reference to Sexual ShrHoldr Against Abstain
Orientation
11 Report on Climate Change Research ShrHoldr Against Against
01/15/04 Family Dollar Stores, Inc. 307000109 With 11/24/03 11,400
AGM FDO
1.1 Elect Director Howard R. Levine Mgmt For For
1.2 Elect Director George R. Mahoney, Jr. Mgmt For For
1.3 Elect Director Mark R. Bernstein Mgmt For For
1.4 Elect Director Sharon Allred Decker Mgmt For For
1.5 Elect Director Edward C. Dolby Mgmt For For
1.6 Elect Director Glenn A. Eisenberg Mgmt For For
1.7 Elect Director James G. Martin Mgmt For For
2 Approve Non-Employee Director Stock Option Plan Mgmt For For
3 Ratify Auditors Mgmt For For
05/25/04 Fannie Mae 313586109 With 04/06/04 68,800
AGM FNM
1.1 Elect Director Stephen B. Ashley Mgmt For For
1.2 Elect Director Kenneth M. Duberstein Mgmt For For
1.3 Elect Director Thomas P. Gerrity Mgmt For For
1.4 Elect Director Timothy Howard Mgmt For For
1.5 Elect Director Ann Korologos Mgmt For For
1.6 Elect Director Frederic V. Malek Mgmt For For
1.7 Elect Director Donald B. Marron Mgmt For For
1.8 Elect Director Daniel H. Mudd Mgmt For For
1.9 Elect Director Anne M. Mulcahy Mgmt For For
1.10 Elect Director Joe K. Pickett Mgmt For For
1.11 Elect Director Leslie Rahl Mgmt For For
1.12 Elect Director Franklin D. Raines Mgmt For For
1.13 Elect Director H. Patrick Swygert Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Employee Stock Purchase Plan Mgmt For For
4 Provide for Cumulative Voting ShrHoldr Against Against
05/21/04 Federated Department Stores, Inc. 31410H101 With 04/02/04 12,900
AGM FD
1.1 Elect Director Sara Levinson Mgmt For For
1.2 Elect Director Joseph Neubauer Mgmt For For
1.3 Elect Director Joseph A. Pichler Mgmt For For
1.4 Elect Director Karl M. von der Heyden Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Omnibus Stock Plan Mgmt For For
4 Declassify the Board of Directors ShrHoldr Against Against
09/29/03 FedEx Corporation 31428X106 08/04/03 19,460
AGM FDX
1.1 Elect Director August A. Busch IV Mgmt For For
1.2 Elect Director John A. Edwardson Mgmt For For
1.3 Elect Director George J. Mitchell Mgmt For Withhold
1.4 Elect Director Joshua I. Smith Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
Shareholder Proposal
4 Declassify the Board of Directors ShrHoldr Against Against
03/23/04 Fifth Third Bancorp 316773100 01/30/04 39,094
AGM FITB
1.1 Elect Director Darryl F. Allen Mgmt For For
1.2 Elect Director Allen M. Hill Mgmt For For
1.3 Elect Director Dr Mitchel D Livingston Mgmt For For
1.4 Elect Director Hendrik G. Meijer Mgmt For For
1.5 Elect Director James E. Rogers Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Adopt Sexual Orientation Non-Discrimination Policy ShrHoldr Against Abstain
10/28/03 First Data Corp. 319963104 With 09/08/03 48,800
EGM FDC
1 Approve Merger Agreement Mgmt For For
2 Adjourn Meeting Mgmt For For
05/19/04 First Data Corp. 319963104 With 03/22/04 63,680
AGM FDC
1.1 Elect Director Henry C. Duques Mgmt For For
1.2 Elect Director Charles T. Fote Mgmt For For
1.3 Elect Director Richard P. Kiphart Mgmt For For
1.4 Elect Director Joan E. Spero Mgmt For For
2 Ratify Auditors Mgmt For For
05/18/04 FirstEnergy Corporation 337932107 03/23/04 23,400
AGM FE
1.1 Elect Director Paul T. Addison Mgmt For For
1.2 Elect Director Ernest J. Novak, Jr. Mgmt For For
1.3 Elect Director John M. Pietruski Mgmt For For
1.4 Elect Director Catherine A. Rein Mgmt For For
1.5 Elect Director Robert C. Savage Mgmt For For
2 Ratify Auditors Mgmt For For
3 Declassify the Board of Directors Mgmt For Against
4 Reduce Supermajority Vote Requirement Mgmt For For
5 Approve Deferred Compensation Plan Mgmt For For
6 Approve Deferred Compensation Plan Mgmt For For
7 Expense Stock Options ShrHoldr Against For
8 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
9 Report on Political Contributions/Activities ShrHoldr Against Against
10 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against For
Shareholder Vote
04/06/04 Fiserv, Inc. 337738108 With 02/13/04 13,300
AGM FISV
1.1 Elect Director K.R. Jensen Mgmt For For
1.2 Elect Director K.M. Robak Mgmt For For
1.3 Elect Director T.C. Wertheimer Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Omnibus Stock Plan Mgmt For For
03/17/04 FleetBoston Financial Corp. 339030108 01/26/04 72,479
EGM FBF
1 Approve Merger Agreement Mgmt For For
2 Adjourn Meeting Mgmt For Against
05/13/04 Ford Motor Company 345370860 03/17/04129,700
AGM F
1.1 Elect Director John R. H. Bond Mgmt For Withhold
1.2 Elect Director Stephen G. Butler Mgmt For For
1.3 Elect Director Kimberly A. Casiano Mgmt For For
1.4 Elect Director Edsel B. Ford II Mgmt For For
1.5 Elect Director William Clay Ford Mgmt For For
1.6 Elect Director William Clay Ford, Jr. Mgmt For For
1.7 Elect Director Irvine O. Hockaday, Jr. Mgmt For For
1.8 Elect Director Marie-Josee Kravis Mgmt For For
1.9 Elect Director Richard A. Manoogian Mgmt For For
1.10 Elect Director Ellen R. Marram Mgmt For For
1.11 Elect Director Homer A. Neal Mgmt For For
1.12 Elect Director Jorma Ollila Mgmt For For
1.13 Elect Director Carl E. Reichardt Mgmt For For
1.14 Elect Director Robert E. Rubin Mgmt For Withhold
1.15 Elect Director Nicholas V. Scheele Mgmt For For
1.16 Elect Director John L. Thornton Mgmt For For
2 Ratify Auditors Mgmt For For
3 Increase Disclosure of Executive Compensation ShrHoldr Against For
4 Establish Other Board Committee ShrHoldr Against For
5 Prohibit Awards to Executives ShrHoldr Against Against
6 Amend By Laws Relating to Board Independence ShrHoldr Against Against
7 Report on Greenhouse Gas Emissions ShrHoldr Against Against
08/11/03 Forest Laboratories, Inc. 345838106 06/20/03 23,600
AGM FRX
1.1 Elect Director Howard Solomon Mgmt For Withhold
1.2 Elect Director William J. Candee, III Mgmt For For
1.3 Elect Director George S. Cohan Mgmt For For
1.4 Elect Director Dan L. Goldwasser Mgmt For For
1.5 Elect Director Lester B. Salans, M.D. Mgmt For For
1.6 Elect Director Kenneth E. Goodman Mgmt For Withhold
1.7 Elect Director Phillip M. Satow Mgmt For Withhold
2 Increase Authorized Common Stock Mgmt For Against
3 Ratify Auditors Mgmt For For
04/27/04 Fortune Brands, Inc. 349631101 02/27/04 10,000
AGM FO
1.1 Elect Director Anne M. Tatlock Mgmt For Withhold
1.2 Elect Director Norman H. Wesley Mgmt For Withhold
1.3 Elect Director Peter M. Wilson Mgmt For Withhold
2 Ratify Auditors Mgmt For For
3 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
05/21/04 FPL Group, Inc. 302571104 With 03/16/04 13,100
AGM FPL
1.1 Elect Director H. Jesse Arnelle Mgmt For For
1.2 Elect Director Sherry S. Barrat Mgmt For For
1.3 Elect Director Robert M. Beall, Ii Mgmt For For
1.4 Elect Director J. Hyatt Brown Mgmt For For
1.5 Elect Director James L. Camaren Mgmt For For
1.6 Elect Director Lewis Hay III Mgmt For For
1.7 Elect Director Frederic V. Malek Mgmt For For
1.8 Elect Director Michael H. Thaman Mgmt For For
1.9 Elect Director Paul R. Tregurtha Mgmt For For
1.10 Elect Director Frank G. Zarb Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Omnibus Stock Plan Mgmt For For
4 Approve Executive Incentive Bonus Plan Mgmt For For
5 Approve Executive Incentive Bonus Plan Mgmt For For
6 Increase Authorized Common Stock Mgmt For For
01/29/04 Franklin Resources, Inc. 354613101 With 12/01/03 16,700
AGM BEN
1.1 Elect Director Harmon E. Burns Mgmt For For
1.2 Elect Director Charles Crocker Mgmt For For
1.3 Elect Director Robert D. Joffe Mgmt For For
1.4 Elect Director Charles B. Johnson Mgmt For For
1.5 Elect Director Rupert H. Johnson, Jr. Mgmt For For
1.6 Elect Director Thomas H. Kean Mgmt For For
1.7 Elect Director James A. McCarthy Mgmt For For
1.8 Elect Director Chutta Ratnathicam Mgmt For For
1.9 Elect Director Peter M. Sacerdote Mgmt For For
1.10 Elect Director Anne M. Tatlock Mgmt For For
1.11 Elect Director Louis E. Woodworth Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Amend Executive Incentive Bonus Plan Mgmt For For
03/31/04 Freddie Mac 313400301 With 02/20/04 47,800
AGM FRE
1.1 Elect Director Joan E. Donoghue Mgmt For For
1.2 Elect Director Michelle Engler Mgmt For For
1.3 Elect Director Richard Karl Goeltz Mgmt For For
1.4 Elect Director George D. Gould Mgmt For For
1.5 Elect Director Henry Kaufman Mgmt For For
1.6 Elect Director John B. Mccoy Mgmt For For
1.7 Elect Director Shaun F. O'Malley Mgmt For For
1.8 Elect Director Ronald F. Poe Mgmt For For
1.9 Elect Director Stephen A. Ross Mgmt For For
1.10 Elect Director Donald J. Schuenke Mgmt For For
1.11 Elect Director Christina Seix Mgmt For For
1.12 Elect Director Richard F. Syron Mgmt For For
1.13 Elect Director William J. Turner Mgmt For For
2 Ratify Auditors Mgmt For For
05/06/04 Freeport-McMoRan Copper & Gold Inc. 35671D857 03/12/04 13,800
AGM FCX
1.1 Elect Director Robert J. Allison, Jr. Mgmt For For
1.2 Elect Director R. Leigh Clifford Mgmt For Withhold
1.3 Elect Director James R. Moffett Mgmt For For
1.4 Elect Director B. M. Rankin, Jr. Mgmt For For
1.5 Elect Director J. Taylor Wharton Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Non-Employee Director Omnibus Stock Plan Mgmt For For
4 Halt Payments to Indonesian Military ShrHoldr Against Against
05/04/04 Gannett Co., Inc. 364730101 With 03/05/04 19,300
AGM GCI
1.1 Elect Director James A. Johnson Mgmt For For
1.2 Elect Director Douglas H. McCorkindale Mgmt For For
1.3 Elect Director Stephen P. Munn Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Omnibus Stock Plan Mgmt For For
4 Limit Executive Compensation ShrHoldr Against Against
05/20/04 Gateway Inc 367626108 03/25/04 24,000
AGM GTW
1.1 Elect Director Douglas L. Lacey Mgmt For For
1.2 Elect Director Wayne R. Inouye Mgmt For Withhold
2 Ratify Auditors Mgmt For For
3 Report on Political Contributions/Activities ShrHoldr Against Against
4 Require a Majority Vote for the Election of Directors ShrHoldr Against Against
5 Board Diversity ShrHoldr Against Abstain
05/05/04 General Dynamics Corp. 369550108 03/12/04 14,000
AGM GD
1.1 Elect Director Nicholas D. Chabraja Mgmt For For
1.2 Elect Director James S. Crown Mgmt For For
1.3 Elect Director Lester Crown Mgmt For For
1.4 Elect Director William P. Fricks Mgmt For For
1.5 Elect Director Charles H. Goodman Mgmt For For
1.6 Elect Director Jay L. Johnson Mgmt For For
1.7 Elect Director George A. Joulwan Mgmt For For
1.8 Elect Director Paul G. Kaminski Mgmt For For
1.9 Elect Director John M. Keane Mgmt For For
1.10 Elect Director Lester L. Lyles Mgmt For For
1.11 Elect Director Carl E. Mundy, Jr. Mgmt For For
1.12 Elect Director Robert Walmsley Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
4 Report on Foreign Military Sales ShrHoldr Against Against
04/28/04 General Electric Co. 369604103 03/01/04690,200
AGM GE
1.1 Elect Director James I. Cash, Jr. Mgmt For For
1.2 Elect Director Dennis D. Dammerman Mgmt For For
1.3 Elect Director Ann M. Fudge Mgmt For For
1.4 Elect Director Claudio X. Gonzalez Mgmt For Withhold
1.5 Elect Director Jeffrey R. Immelt Mgmt For For
1.6 Elect Director Andrea Jung Mgmt For For
1.7 Elect Director Alan G. Lafley Mgmt For For
1.8 Elect Director Kenneth G. Langone Mgmt For For
1.9 Elect Director Ralph S. Larsen Mgmt For For
1.10 Elect Director Rochelle B. Lazarus Mgmt For For
1.11 Elect Director Sam Nunn Mgmt For For
1.12 Elect Director Roger S. Penske Mgmt For For
1.13 Elect Director Robert J. Swieringa Mgmt For For
1.14 Elect Director Douglas A. Warner III Mgmt For For
1.15 Elect Director Robert C. Wright Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Omnibus Stock Plan Mgmt For For
4 Provide for Cumulative Voting ShrHoldr Against Against
5 Eliminate Animal Testing ShrHoldr Against Against
6 Report on Nuclear Fuel Storage Risks ShrHoldr Against Against
7 Report on PCB Clean-up ShrHoldr Against Against
8 Report on Foreign Outsourcing ShrHoldr Against Abstain
9 Prepare Sustainability Report ShrHoldr Against Against
10 Limit Composition of Management Development and ShrHoldr Against Against
Compensation Committee to Independent Directors
11 Report on Pay Disparity ShrHoldr Against Abstain
12 Limit Awards to Executives ShrHoldr Against Against
13 Limit Board Service for Other Companies ShrHoldr Against For
14 Separate Chairman and CEO Positions ShrHoldr Against Against
15 Hire Advisor/Maximize Shareholder Value ShrHoldr Against Against
16 Adopt a Retention Ratio for Executives and Directors ShrHoldr Against Against
17 Require 70% to 80% Independent Board ShrHoldr Against Against
18 Report on Political Contributions/Activities ShrHoldr Against Against
09/22/03 General Mills, Inc. 370334104 With 07/24/03 24,100
AGM GIS
1.1 Elect Director Stephen R. Demeritt Mgmt For For
1.2 Elect Director Livio D. DeSimone Mgmt For For
1.3 Elect Director William T. Esrey Mgmt For For
1.4 Elect Director Raymond V. Gilmartin Mgmt For For
1.5 Elect Director Judith Richards Hope Mgmt For For
1.6 Elect Director Robert L. Johnson Mgmt For For
1.7 Elect Director John M. Keenan Mgmt For For
1.8 Elect Director Heidi G. Miller Mgmt For For
1.9 Elect Director Hilda Ochoa-Brillembourg Mgmt For For
1.10 Elect Director Stephen W. Sanger Mgmt For For
1.11 Elect Director A. Michael Spence Mgmt For For
1.12 Elect Director Dorothy A. Terrell Mgmt For For
1.13 Elect Director Raymond G. Viault Mgmt For For
1.14 Elect Director Paul S. Walsh Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
10/03/03 General Motors Corp. 370442105 With 08/01/03 36,600
Consent GM
1 Amend Articles Mgmt For For
2 Amend Articles Mgmt For For
3 Approve Hughes Split-Off Mgmt For For
4 Approve GM/News Stock Sale Mgmt For For
5 Approve News Stock Acquisition Mgmt For For
6 Amend Articles Mgmt For For
04/19/04 Genuine Parts Co. 372460105 02/12/04 12,000
AGM GPC
1.1 Elect Director Jean Douville Mgmt For For
1.2 Elect Director Michael M.E. Johns, M.D. Mgmt For For
1.3 Elect Director J. Hicks Lanier Mgmt For For
1.4 Elect Director Wendy B. Needham Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Ratify Auditors Mgmt For For
Shareholder Proposals
4 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
5 Company-Specific -- Shareholder Miscellaneous ShrHoldr Against Against
05/27/04 Genzyme Corp. 372917104 03/31/04 15,800
AGM GENZ
1.1 Elect Director Douglas A. Berthiaume Mgmt For For
1.2 Elect Director Henry E. Blair Mgmt For For
1.3 Elect Director Gail K. Boudreaux Mgmt For For
2 Amend Employee Stock Purchase Plan Mgmt For For
3 Approve Stock Option Plan Mgmt For For
4 Amend Non-Employee Director Stock Option Plan Mgmt For For
5 Increase Authorized Preferred Stock Mgmt For Against
6 Ratify Auditors Mgmt For For
7 Limit Awards to Executives ShrHoldr Against Against
05/04/04 Georgia-Pacific Corp. 373298108 03/10/04 17,924
AGM GP
1.1 Elect Director Barbara L. Bowles Mgmt For Withhold
1.2 Elect Director Donald V. Fites Mgmt For Withhold
1.3 Elect Director David R. Goode Mgmt For Withhold
1.4 Elect Director Karen N. Horn Mgmt For For
1.5 Elect Director William R. Johnson Mgmt For For
1.6 Elect Director James B. Williams Mgmt For Withhold
2 Amend Omnibus Stock Plan Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Ratify Auditors Mgmt For For
04/27/04 Golden West Financial Corp. 381317106 03/01/04 10,500
AGM GDW
1.1 Elect Director Patricia A. King Mgmt For For
1.2 Elect Director Marion O. Sandler Mgmt For For
1.3 Elect Director Leslie Tang Schilling Mgmt For For
2 Increase Authorized Common Stock Mgmt For Against
3 Ratify Auditors Mgmt For For
04/27/04 Goodrich Corporation 382388106 With 03/08/04 8,400
AGM GR
1.1 Elect Director Diane C. Creel Mgmt For For
1.2 Elect Director George A. Davidson, Jr. Mgmt For For
1.3 Elect Director Harris E. DeLoach, Jr. Mgmt For For
1.4 Elect Director James J. Glasser Mgmt For For
1.5 Elect Director James W. Griffith Mgmt For For
1.6 Elect Director William R. Holland Mgmt For For
1.7 Elect Director Marshall O. Larsen Mgmt For For
1.8 Elect Director Douglas E. Olesen Mgmt For For
1.9 Elect Director Alfred M. Rankin, Jr. Mgmt For For
1.10 Elect Director James R. Wilson Mgmt For For
1.11 Elect Director A. Thomas Young Mgmt For For
2 Ratify Auditors Mgmt For For
05/06/04 Great Lakes Chemical Corp. 390568103 With 03/08/04 208
AGM GLK
1.1 Elect Director James W. Crownover Mgmt For For
1.2 Elect Director Louis E. Lataif Mgmt For For
1.3 Elect Director Mack G. Nichols Mgmt For For
2 Seek Sale of Company/Assets ShrHoldr Against Against
05/18/04 Guidant Corp. 401698105 03/11/04 22,000
AGM GDT
1.1 Elect Director Maurice A. Cox, Jr. Mgmt For For
1.2 Elect Director Nancy-Ann Min DeParle Mgmt For For
1.3 Elect Director Ronald W. Dollens Mgmt For For
1.4 Elect Director Enrique C. Falla Mgmt For For
1.5 Elect Director Kristina M. Johnson, Ph.D. Mgmt For For
2 Ratify Auditors Mgmt For For
3 Expense Stock Options ShrHoldr Against For
09/10/03 H&R Block, Inc. 093671105 With 07/08/03 11,700
AGM HRB
1.1 Elect Director G. Kenneth Baum Mgmt For For
1.2 Elect Director Henry F. Frigon Mgmt For For
1.3 Elect Director Roger W. Hale Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
09/12/03 H. J. Heinz Co. 423074103 With 07/18/03 22,900
AGM HNZ
1.1 Elect Director William R. Johnson Mgmt For For
1.2 Elect Director Charles E. Bunch Mgmt For For
1.3 Elect Director Mary C. Choksi Mgmt For For
1.4 Elect Director Leonard S. Coleman, Jr. Mgmt For For
1.5 Elect Director Peter H. Coors Mgmt For For
1.6 Elect Director Edith E. Holiday Mgmt For For
1.7 Elect Director Candace Kendle Mgmt For For
1.8 Elect Director Dean R. O'Hare Mgmt For For
1.9 Elect Director Lynn C. Swann Mgmt For For
1.10 Elect Director Thomas J. Usher Mgmt For For
1.11 Elect Director James M. Zimmerman Mgmt For For
2 Ratify Auditors Mgmt For For
05/19/04 Halliburton Co. 406216101 With 03/22/04 31,100
AGM HAL
1.1 Elect Director Robert L. Crandall Mgmt For For
1.2 Elect Director Kenneth T. Derr Mgmt For For
1.3 Elect Director Charles J. Dibona Mgmt For For
1.4 Elect Director W. R. Howell Mgmt For For
1.5 Elect Director Ray L. Hunt Mgmt For For
1.6 Elect Director David J. Lesar Mgmt For For
1.7 Elect Director Aylwin B. Lewis Mgmt For For
1.8 Elect Director J. Landis Martin Mgmt For For
1.9 Elect Director Jay A. Precourt Mgmt For For
1.10 Elect Director Debra L. Reed Mgmt For For
1.11 Elect Director C. J. Silas Mgmt For For
2 Increase Authorized Common Stock Mgmt For For
3 Review/Report on Operations in Iran ShrHoldr Against Against
4 Require Affirmative Vote of a Majority of the Shares to ShrHoldr Against Against
Elect Directors
5 Separate Chairman and CEO Positions ShrHoldr Against Against
04/24/04 Harley-Davidson, Inc. 412822108 With 03/10/04 21,400
AGM HDI
1.1 Elect Director Barry K. Allen Mgmt For For
1.2 Elect Director Richard I. Beattie Mgmt For For
2 Amend Executive Incentive Bonus Plan Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Ratify Auditors Mgmt For For
04/29/04 Harrah's Entertainment, Inc. 413619107 With 03/01/04 7,600
AGM HET
1.1 Elect Director Ralph Horn Mgmt For For
1.2 Elect Director Gary W. Loveman Mgmt For For
1.3 Elect Director Philip G. Satre Mgmt For For
1.4 Elect Director Boake A. Sells Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Ratify Auditors Mgmt For For
5 Report on Political Contributions/Activities ShrHoldr Against Against
05/20/04 Hasbro, Inc. 418056107 With 03/31/04 12,450
AGM HAS
1.1 Elect Director Alan R. Batkin Mgmt For For
1.2 Elect Director Frank J. Biondi, Jr. Mgmt For For
1.3 Elect Director John M. Connors, Jr. Mgmt For For
1.4 Elect Director Jack M. Greenberg Mgmt For For
1.5 Elect Director Alan G. Hassenfeld Mgmt For For
1.6 Elect Director Claudine B. Malone Mgmt For For
1.7 Elect Director Edward M. Philip Mgmt For For
1.8 Elect Director Paula Stern Mgmt For For
1.9 Elect Director Alfred J. Verrecchia Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Implement and Monitor Code of Corporate Conduct - ILO ShrHoldr Against Against
Standards
05/27/04 HCA, Inc. 404119109 With 04/01/04 35,100
AGM HCA
1.1 Elect Director C. Michael Armstrong Mgmt For For
1.2 Elect Director Magdalena H. Averhoff, M.D. Mgmt For For
1.3 Elect Director Jack O. Bovender, Jr. Mgmt For For
1.4 Elect Director Richard M. Bracken Mgmt For For
1.5 Elect Director Martin Feldstein Mgmt For For
1.6 Elect Director Thomas F. Frist, Jr., M.D. Mgmt For For
1.7 Elect Director Frederick W. Gluck Mgmt For For
1.8 Elect Director Glenda A. Hatchett Mgmt For For
1.9 Elect Director Charles O. Holliday, Jr. Mgmt For For
1.10 Elect Director T. Michael Long Mgmt For For
1.11 Elect Director John H. McArthur Mgmt For For
1.12 Elect Director Kent C. Nelson Mgmt For For
1.13 Elect Director Frank S. Royal, M.D. Mgmt For For
1.14 Elect Director Harold T. Shapiro Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Management Stock Purchase Plan Mgmt For For
02/17/04 Health Management Associates, Inc. 421933102 With 12/19/03 16,500
AGM HMA
1.1 Elect Director William J. Schoen Mgmt For For
1.2 Elect Director Joseph V. Vumbacco Mgmt For For
1.3 Elect Director Kent P. Dauten Mgmt For For
1.4 Elect Director Donald E. Kiernan Mgmt For For
1.5 Elect Director Robert A. Knox Mgmt For For
1.6 Elect Director William E. Mayberry, M.D. Mgmt For For
1.7 Elect Director William C. Steere, Jr. Mgmt For For
1.8 Elect Director Randolph W. Westerfield, Ph.D. Mgmt For For
07/25/03 Hercules Inc. 427056106 06/06/03 7,100
EGM HPC
DISSIDENT PROXY (WHITE PROXY) Diss. Rec.
1.1 Elect Director Harry Fields Mgmt For
1.2 Elect Director Anthony Kronman Mgmt For
1.3 Elect Director Vincent Tese Mgmt For
1.4 Elect Director Gerald Tsai, Jr. Mgmt For
2 Ratify Auditors
3 Approve Non-Employee Director Omnibus Stock Plan Mgmt Against
Shareholder Proposals
4 Redemption of the company's Rights Agreement ShrHoldr For
5 Amend Articles to reinstate the rights of the shareholders ShrHoldr For
-- Call Special Meetings and Act by Written Consent
MANAGEMENT PROXY (GOLD CARD) Mgt. Rec.
1.1 Elect Director Patrick Duff Mgmt For For
1.2 Elect Director Thomas P. Gerrity Mgmt For For
1.3 Elect Director John K. Wulff Mgmt For For
1.4 Elect Director Joe B. Wyatt Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Non-Employee Director Omnibus Stock Plan Mgmt For For
Shareholder Proposals
4 Redemption of the company's Rights Agreement ShrHoldr Against For
5 Amend Articles to reinstate the rights of the shareholders ShrHoldr Against For
-- Call Special Meetings and Act by Written Consent
05/12/04 Hercules Inc. 427056106 With 03/22/04 7,900
AGM HPC
1.1 Elect Director Craig A. Rogerson Mgmt For For
1.2 Elect Director John C. Hunter, III Mgmt For For
1.3 Elect Director Robert D. Kennedy Mgmt For For
2 Amend Articles to Elect Directors by Plurality Vote Mgmt For For
3 Ratify Auditors Mgmt For For
4 Amend Articles to Provide Shareholders with Right to Act Mgmt For For
by Written Consent and Call Special Meetings
04/28/04 Hershey Foods Corp. 427866108 With 03/01/04 9,000
AGM HSY
1.1 Elect Director J.A. Boscia Mgmt For For
1.2 Elect Director R.H. Campbell Mgmt For For
1.3 Elect Director R.F. Cavanaugh Mgmt For For
1.4 Elect Director G.P. Coughlan Mgmt For For
1.5 Elect Director H. Edelman Mgmt For For
1.6 Elect Director B.G. Hill Mgmt For For
1.7 Elect Director R.H. Lenny Mgmt For For
1.8 Elect Director M.J. Mcdonald Mgmt For For
1.9 Elect Director M.J. Toulantis Mgmt For For
2 Ratify Auditors Mgmt For For
03/17/04 Hewlett-Packard Co. 428236103 01/20/04209,686
AGM HPQ
1.1 Elect Director L.T. Babbio, Jr. Mgmt For For
1.2 Elect Director P.C. Dunn Mgmt For For
1.3 Elect Director C.S. Fiorina Mgmt For For
1.4 Elect Director R.A. Hackborn Mgmt For For
1.5 Elect Director G.A. Keyworth II Mgmt For For
1.6 Elect Director R.E. Knowling, Jr. Mgmt For For
1.7 Elect Director S.M. Litvack Mgmt For Withhold
1.8 Elect Director R.L. Ryan Mgmt For For
1.9 Elect Director L.S. Salhany Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Expense Stock Options ShrHoldr Against For
05/27/04 Hilton Hotels Corp. 432848109 03/29/04 26,900
AGM HLT
1.1 Elect Director A. Steven Crown Mgmt For For
1.2 Elect Director David Michels Mgmt For For
1.3 Elect Director John H. Myers Mgmt For For
1.4 Elect Director Donna F. Tuttle Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Approve Incentive Bonus Plan Mgmt For For
5 Declassify the Board of Directors ShrHoldr Against Against
6 Require Majority of Independent Directors on Board ShrHoldr Against For
05/27/04 Home Depot, Inc. (The) 437076102 03/29/04161,200
AGM HD
1.1 Elect Director Gregory D. Brenneman Mgmt For For
1.2 Elect Director Richard H. Brown Mgmt For For
1.3 Elect Director John L. Clendenin Mgmt For For
1.4 Elect Director Berry R. Cox Mgmt For For
1.5 Elect Director Claudio X. Gonzalez Mgmt For Withhold
1.6 Elect Director Milledge A. Hart, III Mgmt For For
1.7 Elect Director Bonnie G. Hill Mgmt For For
1.8 Elect Director Kenneth G. Langone Mgmt For For
1.9 Elect Director Robert L. Nardelli Mgmt For For
1.10 Elect Director Roger S. Penske Mgmt For For
2 Ratify Auditors Mgmt For For
3 Establish Term Limits for Directors ShrHoldr Against Against
4 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
5 Performance- Based/Indexed Options ShrHoldr Against For
6 Adopt ILO Based Code of Conduct ShrHoldr Against Abstain
7 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against For
Shareholder Vote
8 Require Affirmative Vote of the Majority of the Shares to ShrHoldr Against Against
Elect Directors
04/26/04 Honeywell International, Inc. 438516106 02/27/04 59,175
AGM HON
1.1 Elect Director James J. Howard Mgmt For Withhold
1.2 Elect Director Bruce Karatz Mgmt For Withhold
1.3 Elect Director Russell E. Palmer Mgmt For Withhold
1.4 Elect Director Ivan G. Seidenberg Mgmt For Withhold
1.5 Elect Director Eric K. Shinseki Mgmt For For
2 Ratify Auditors Mgmt For For
3 Declassify the Board of Directors ShrHoldr Against Against
4 Amend Vote Requirements to Amend Articles/Bylaws/Charter ShrHoldr Against For
5 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against For
Shareholder Vote
6 Report on Pay Disparity ShrHoldr Against Abstain
7 Provide for Cumulative Voting ShrHoldr Against Against
04/22/04 Humana Inc. 444859102 With 03/01/04 11,100
AGM HUM
1.1 Elect Director David A. Jones Mgmt For For
1.2 Elect Director David A. Jones, Jr. Mgmt For For
1.3 Elect Director Frank A. D'Amelio Mgmt For For
1.4 Elect Director Michael E. Gellert Mgmt For For
1.5 Elect Director John R. Hall Mgmt For For
1.6 Elect Director Kurt J. Hilzinger Mgmt For For
1.7 Elect Director Michael B. McCallister Mgmt For For
1.8 Elect Director W. Ann Reynolds, Ph.D. Mgmt For For
04/27/04 Huntington Bancshares Inc. 446150104 With 02/20/04 14,371
AGM HBAN
1.1 Elect Director Karen A. Holbrook Mgmt For For
1.2 Elect Director David P. Lauer Mgmt For For
1.3 Elect Director Kathleen H. Ransier Mgmt For For
1.4 Elect Director David L. Porteous Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Ratify Auditors Mgmt For For
05/07/04 Illinois Tool Works Inc. 452308109 With 03/09/04 21,800
AGM ITW
1.1 Elect Director William F. Aldinger Mgmt For For
1.2 Elect Director Michael J. Birck Mgmt For For
1.3 Elect Director Marvin D. Brailsford Mgmt For For
1.4 Elect Director James R. Cantalupo Mgmt For For
1.5 Elect Director Susan Crown Mgmt For For
1.6 Elect Director Don H. Davis, Jr. Mgmt For For
1.7 Elect Director W. James Farrell Mgmt For For
1.8 Elect Director Robert C. McCormack Mgmt For For
1.9 Elect Director Robert S. Morrison Mgmt For For
1.10 Elect Director Harold B. Smith Mgmt For For
2 Ratify Auditors Mgmt For For
05/07/04 IMS Health Inc. 449934108 03/05/04 16,900
AGM RX
1.1 Elect Director James D. Edwards Mgmt For For
1.2 Elect Director David M. Thomas Mgmt For For
1.3 Elect Director William C. Van Faasen Mgmt For For
2 Ratify Auditors Mgmt For For
3 Declassify the Board of Directors ShrHoldr Against Against
4 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against For
Shareholder Vote
06/02/04 Ingersoll-Rand Company Limited G4776G101 04/02/04 12,350
EGM IR
Meeting for Holders of ADRs
1.1 Elect Director P.C. Godsoe Mgmt For For
1.2 Elect Director C.J. Horner Mgmt For For
1.3 Elect Director O.R. Smith Mgmt For For
2 ADOPTION OF AMENDED AND RESTATED INCENTIVE STOCK PLAN OF Mgmt For For
1998.
3 APPROVAL OF AMENDED AND RESTATED BYE-LAWS. Mgmt For For
4 Ratify Auditors Mgmt For For
5 SHAREHOLDER PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS. ShrHoldr Against Against
6 SHAREHOLDER PROPOSAL TO CHANGE THE COMPANY S JURISDICTION ShrHoldr Against Against
OF INCORPORATION.
7 SHAREHOLDER PROPOSAL TO REQUIRE THE SEPARATION OF THE ShrHoldr Against Against
CHIEF EXECUTIVE OFFICER AND THE CHAIR OF THE BOARD.
05/19/04 Intel Corp. 458140100 03/22/04462,900
AGM INTC
1.1 Elect Director Craig R. Barrett Mgmt For For
1.2 Elect Director Charlene Barshefsky Mgmt For For
1.3 Elect Director E. John P. Browne Mgmt For For
1.4 Elect Director Andrew S. Grove Mgmt For For
1.5 Elect Director D. James Guzy Mgmt For Withhold
1.6 Elect Director Reed E. Hundt Mgmt For For
1.7 Elect Director Paul S. Otellini Mgmt For For
1.8 Elect Director David S. Pottruck Mgmt For For
1.9 Elect Director Jane E. Shaw Mgmt For For
1.10 Elect Director John L. Thornton Mgmt For For
1.11 Elect Director David B. Yoffie Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Expense Stock Options ShrHoldr Against For
5 Limit/Prohibit Awards to Executives ShrHoldr Against For
6 Performance- Based/Indexed Options ShrHoldr Against For
04/27/04 International Business Machines Corp. 459200101 02/27/04118,300
AGM IBM
1.1 Elect Director Cathleen Black Mgmt For For
1.2 Elect Director Kenneth I. Chenault Mgmt For For
1.3 Elect Director Carlos Ghosn Mgmt For For
1.4 Elect Director Nannerl O. Keohane Mgmt For For
1.5 Elect Director Charles F. Knight Mgmt For For
1.6 Elect Director Lucio A. Noto Mgmt For For
1.7 Elect Director Samuel J. Palmisano Mgmt For For
1.8 Elect Director John B. Slaughter Mgmt For For
1.9 Elect Director Joan E. Spero Mgmt For For
1.10 Elect Director Sidney Taurel Mgmt For For
1.11 Elect Director Charles M. Vest Mgmt For For
1.12 Elect Director Lorenzo H. Zambrano Mgmt For For
2 Ratify Auditors Mgmt For For
3 Ratify Auditors for the Company's Business Consulting Mgmt For For
Services Unit
4 Approve Executive Incentive Bonus Plan Mgmt For For
5 Provide for Cumulative Voting ShrHoldr Against Against
6 Amend Pension and Retirement Medical Insurance Plans ShrHoldr Against Against
7 Performance- Based ShrHoldr Against For
8 Expense Stock Options ShrHoldr Against For
9 Report on Executive Compensation ShrHoldr Against Against
10 China Principles ShrHoldr Against Against
11 Report on Political Contributions/Activities ShrHoldr Against Against
12 Report on Executive Compensation ShrHoldr Against For
05/11/04 International Flavors & Fragrances Inc. 459506101 With 03/23/04 6,700
AGM IFF
1.1 Elect Director Margaret Hayes Adame Mgmt For For
1.2 Elect Director Gunter Blobel Mgmt For For
1.3 Elect Director J. Michael Cook Mgmt For For
1.4 Elect Director Peter A. Georgescu Mgmt For For
1.5 Elect Director Richard A. Goldstein Mgmt For For
1.6 Elect Director Alexandra A. Herzan Mgmt For For
1.7 Elect Director Arthur C. Martinez Mgmt For For
1.8 Elect Director Burton M. Tansky Mgmt For For
2 Ratify Auditors Mgmt For For
3 Prohibit Auditor from Providing Non-Audit Services ShrHoldr Against Against
03/02/04 International Game Technology 459902102 01/02/04 23,800
AGM IGT
1.1 Elect Director G. Thomas Baker Mgmt For For
1.2 Elect Director Neil Barsky Mgmt For For
1.3 Elect Director Robert A. Bittman Mgmt For For
1.4 Elect Director Richard R. Burt Mgmt For For
1.5 Elect Director Leslie S. Heisz Mgmt For For
1.6 Elect Director Robert A. Mathewson Mgmt For For
1.7 Elect Director Thomas J. Matthews Mgmt For For
1.8 Elect Director Robert Miller Mgmt For Withhold
1.9 Elect Director Frederick B. Rentschler Mgmt For For
2 Amend Employee Stock Purchase Plan Mgmt For For
3 Ratify Auditors Mgmt For For
05/11/04 International Paper Co. 460146103 03/17/04 34,071
AGM IP
1.1 Elect Director Martha F. Brooks Mgmt For For
1.2 Elect Director James A. Henderson Mgmt For For
1.3 Elect Director Robert D. Kennedy Mgmt For For
1.4 Elect Director W. Craig McClelland Mgmt For Withhold
1.5 Elect Director Robert M. Amen Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Omnibus Stock Plan Mgmt For For
4 Amend Omnibus Stock Plan Mgmt For For
5 Limit Executive Compensation ShrHoldr Against Against
10/30/03 Intuit, Inc. 461202103 With 09/02/03 13,400
AGM INTU
1.1 Elect Director Stephen M. Bennett Mgmt For For
1.2 Elect Director Christopher W. Brody Mgmt For For
1.3 Elect Director William V. Campbell Mgmt For For
1.4 Elect Director Scott D. Cook Mgmt For For
1.5 Elect Director L. John Doerr Mgmt For For
1.6 Elect Director Donna L. Dubinsky Mgmt For For
1.7 Elect Director Michael R. Hallman Mgmt For For
1.8 Elect Director Stratton D. Sclavos Mgmt For For
2 Amend Employee Stock Purchase Plan Mgmt For For
3 Ratify Auditors Mgmt For For
Vote Summary Report
Jul 01, 2003 - Jun 30, 2004
THRIVENT LARGE CAP INDEX PORTFOLIO
Mtg Company/ Security/ Mgmt Vote Record Shares
Date/TypeBallot Issues Proponent Rec Cast Date Voted
- -----------------------------------------------------------------------------------------------------------------------
05/11/04 ITT Industries, Inc. 450911102 With 03/19/04 6,600
AGM ITT
1 Ratify Auditors Mgmt For For
2.1 Elect Director Louis J. Giuliano Mgmt For For
2.2 Elect Director Curtis J. Crawford Mgmt For For
2.3 Elect Director Christina A. Gold Mgmt For For
2.4 Elect Director Ralph F. Hake Mgmt For For
2.5 Elect Director John J. Hamre Mgmt For For
2.6 Elect Director Raymond W. LeBoeuf Mgmt For For
2.7 Elect Director Frank T. MacInnis Mgmt For For
2.8 Elect Director Linda S. Sanford Mgmt For For
2.9 Elect Director Markos I. Tambakeras Mgmt For For
05/14/04 J. C. Penney Co., Inc (HLDG CO) 708160106 03/15/04 19,300
AGM JCP
1.1 Elect Director Colleen C. Barrett Mgmt For For
1.2 Elect Director M.Anthony Burns Mgmt For Withhold
1.3 Elect Director Maxine K. Clark Mgmt For For
1.4 Elect Director Allen Questrom Mgmt For Withhold
2 Ratify Auditors Mgmt For For
01/13/04 Jabil Circuit, Inc. 466313103 With 11/14/03 13,200
AGM JBL
1.1 Elect Director William D. Morean Mgmt For For
1.2 Elect Director Thomas A. Sansone Mgmt For For
1.3 Elect Director Timothy L. Main Mgmt For For
1.4 Elect Director Lawrence J. Murphy Mgmt For For
1.5 Elect Director Mel S. Lavitt Mgmt For For
1.6 Elect Director Steven A. Raymund Mgmt For For
1.7 Elect Director Frank A. Newman Mgmt For For
1.8 Elect Director Laurence S. Grafstein Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
05/13/04 Janus Capital Group Inc. 47102X105 With 03/18/04 17,100
AGM JNS
1.1 Elect Director G. Andrew Cox Mgmt For For
1.2 Elect Director James P. Craig, III Mgmt For For
1.3 Elect Director Deborah R. Gatzek Mgmt For For
2 Ratify Auditors Mgmt For For
11/06/03 JDS Uniphase Corp. 46612J101 With 09/15/03 95,200
AGM JDSU
1.1 Elect Director Robert E. Enos Mgmt For For
1.2 Elect Director Peter A. Guglielmi Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
05/03/04 Jefferson-Pilot Corp. 475070108 With 03/01/04 9,800
AGM JP
1.1 Elect Director Dennis R. Glass Mgmt For For
1.2 Elect Director George W. Henderson, III Mgmt For For
1.3 Elect Director Patrick S. Pittard Mgmt For For
1.4 Elect Director Robert G. Greer Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Non-Employee Director Stock Option Plan Mgmt For For
02/24/04 John Hancock Financial Services, Inc. 41014S106 With 01/02/04 19,900
EGM JHF
1 Approve Merger Agreement Mgmt For For
04/22/04 Johnson & Johnson 478160104 With 02/24/04204,040
AGM JNJ
1.1 Elect Director Gerard N. Burrow Mgmt For For
1.2 Elect Director Mary S. Coleman Mgmt For For
1.3 Elect Director James G. Cullen Mgmt For For
1.4 Elect Director Robert J. Darretta Mgmt For For
1.5 Elect Director M. Judah Folkman Mgmt For For
1.6 Elect Director Ann D. Jordan Mgmt For For
1.7 Elect Director Arnold G. Langbo Mgmt For For
1.8 Elect Director Susan L. Lindquist Mgmt For For
1.9 Elect Director Leo F. Mullin Mgmt For For
1.10 Elect Director Steven S Reinemund Mgmt For For
1.11 Elect Director David Satcher Mgmt For For
1.12 Elect Director Henry B. Schacht Mgmt For For
1.13 Elect Director William C. Weldon Mgmt For For
2 Ratify Auditors Mgmt For For
3 Cease Charitable Contributions ShrHoldr Against Against
01/28/04 Johnson Controls, Inc. 478366107 With 11/20/03 6,000
AGM JCI
1.1 Elect Director Robert L. Barnett Mgmt For For
1.2 Elect Director Willie D. Davis Mgmt For For
1.3 Elect Director Jeffrey A. Joerres Mgmt For For
1.4 Elect Director Richard F. Teerlink Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Executive Incentive Bonus Plan Mgmt For For
4 Amend Executive Incentive Bonus Plan Mgmt For For
5 Approve Non-Employee Director Stock Option Plan Mgmt For For
6 Amend Restricted Stock Plan Mgmt For For
05/19/04 Jones Apparel Group, Inc. 480074103 With 03/19/04 9,000
AGM JNY
1.1 Elect Director Peter Boneparth Mgmt For For
1.2 Elect Director Sidney Kimmel Mgmt For For
1.3 Elect Director Geraldine Stutz Mgmt For For
1.4 Elect Director Howard Gittis Mgmt For For
1.5 Elect Director Anthony F. Scarpa Mgmt For For
1.6 Elect Director Matthew H. Kamens Mgmt For For
1.7 Elect Director Michael L. Tarnopol Mgmt For For
1.8 Elect Director J. Robert Kerrey Mgmt For For
1.9 Elect Director Ann N. Reese Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Omnibus Stock Plan Mgmt For For
05/25/04 JP Morgan Chase & Co. 46625H100 04/02/04145,748
AGM JPM
1 Approve Merger Agreement Mgmt For For
2.1 Elect Director Hans W. Becherer Mgmt For For
2.2 Elect Director Frank A. Bennack, Jr. Mgmt For For
2.3 Elect Director John H. Biggs Mgmt For For
2.4 Elect Director Lawrence A. Bossidy Mgmt For For
2.5 Elect Director Ellen V. Futter Mgmt For For
2.6 Elect Director William H. Gray, III Mgmt For For
2.7 Elect Director William B. Harrison, Jr Mgmt For For
2.8 Elect Director Helene L. Kaplan Mgmt For For
2.9 Elect Director Lee R. Raymond Mgmt For For
2.10 Elect Director John R. Stafford Mgmt For For
3 Ratify Auditors Mgmt For For
4 Amend Executive Incentive Bonus Plan Mgmt For For
5 Adjourn Meeting Mgmt For Against
6 Establish Term Limits for Directors ShrHoldr Against Against
7 Charitable Contributions ShrHoldr Against Against
8 Political Contributions ShrHoldr Against Against
9 Separate Chairman and CEO Positions ShrHoldr Against Against
10 Provide Adequate Disclosure for over the counter ShrHoldr Against Against
Derivatives
11 Auditor Independence ShrHoldr Against For
12 Submit Non-Employee Director Compensation to Vote ShrHoldr Against Against
13 Report on Pay Disparity ShrHoldr Against Abstain
04/01/04 KB Home 48666K109 With 02/12/04 100
AGM KBH
1.1 Elect Director Ronald W. Burkle Mgmt For For
1.2 Elect Director Ray R. Irani Mgmt For For
1.3 Elect Director Leslie Moonves Mgmt For For
1.4 Elect Director Luis G. Nogales Mgmt For For
1.5 Elect Director Melissa Lora Mgmt For For
2 Ratify Auditors Mgmt For For
04/23/04 Kellogg Co. 487836108 With 03/04/04 29,000
AGM K
1.1 Elect Director Benjamin S. Carson, Sr. Mgmt For For
1.2 Elect Director Gordon Gund Mgmt For For
1.3 Elect Director Dorothy A. Johnson Mgmt For For
1.4 Elect Director Ann Mclaughlin Korologos Mgmt For For
2 Ratify Auditors Mgmt For For
3 Report on Genetically Modified Organisms (GMO) ShrHoldr Against Against
05/11/04 Kerr-McGee Corp. 492386107 03/12/04 7,224
AGM KMG
1.1 Elect Director William E. Bradford Mgmt For For
1.2 Elect Director Luke R. Corbett Mgmt For For
1.3 Elect Director David C Genever-Watling Mgmt For For
1.4 Elect Director Farah M. Walters Mgmt For For
2 Ratify Auditors Mgmt For For
3 Establishment of an Office of the Board of Directors ShrHoldr Against For
05/13/04 KeyCorp 493267108 With 03/16/04 29,800
AGM KEY
1.1 Elect Director Alexander M. Cutler Mgmt For For
1.2 Elect Director Douglas J. McGregor Mgmt For For
1.3 Elect Director Eduardo R. Menasce Mgmt For For
1.4 Elect Director Henry L. Meyer III Mgmt For For
1.5 Elect Director Peter G. Ten Eyck, II Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Ratify Auditors Mgmt For For
05/20/04 KeySpan Corporation 49337W100 03/22/04 11,300
AGM KSE
1.1 Elect Director Robert B. Catell Mgmt For For
1.2 Elect Director Andrea S. Christensen Mgmt For For
1.3 Elect Director Alan H. Fishman Mgmt For For
1.4 Elect Director J. Atwood Ives Mgmt For For
1.5 Elect Director James R. Jones Mgmt For For
1.6 Elect Director James L. Larocca Mgmt For For
1.7 Elect Director Gloria C. Larson Mgmt For For
1.8 Elect Director Stephen W. Mckessy Mgmt For For
1.9 Elect Director Edward D. Miller Mgmt For For
1.10 Elect Director Vikki L. Pryor Mgmt For For
2 Ratify Auditors Mgmt For For
3 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
04/29/04 Kimberly-Clark Corp. 494368103 03/01/04 34,692
AGM KMB
1.1 Elect Director Pastora San Juan Cafferty Mgmt For Withhold
1.2 Elect Director Claudio X. Gonzalez Mgmt For Withhold
1.3 Elect Director Linda Johnson Rice Mgmt For Withhold
1.4 Elect Director Marc J. Shapiro Mgmt For Withhold
2 Amend Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
05/11/04 Kinder Morgan, Inc. 49455P101 03/12/04 8,800
AGM KMI
1.1 Elect Director Charles W. Battey Mgmt For Withhold
1.2 Elect Director H. A. True, III Mgmt For For
1.3 Elect Director Fayez Sarofim Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Stock Option Plan Mgmt For For
4 Prepare a Sustainability Report ShrHoldr Against Against
5 Expense Stock Options ShrHoldr Against For
11/04/03 King Pharmaceuticals Inc. 495582108 With 09/05/03 16,000
AGM KG
1.1 Elect Director Earnest W. Deavenport, Jr. as Class II Mgmt For For
Director
1.2 Elect Director Elizabeth M. Greetham as Class II Director Mgmt For For
1.3 Elect Director James R. Lattanzi as Class III Director Mgmt For For
1.4 Elect Director Philip M. Pfeffer as Class II Director Mgmt For For
1.5 Elect Director Ted G. Wood as Class I Director Mgmt For For
2 Ratify Auditors Mgmt For For
11/05/03 KLA-Tencor Corp. 482480100 With 09/15/03 12,700
AGM KLAC
1.1 Elect Director H. Raymond Bingham Mgmt For For
1.2 Elect Director Robert T. Bond Mgmt For For
1.3 Elect Director Richard J. Elkus, Jr. Mgmt For For
1.4 Elect Director Michael E. Marks Mgmt For For
2 Ratify Auditors Mgmt For For
05/04/04 Knight-Ridder, Inc. 499040103 With 03/15/04 5,700
AGM KRI
1.1 Elect Director Mark A. Ernst Mgmt For For
1.2 Elect Director K. Foley Feldstein Mgmt For For
1.3 Elect Director Thomas P. Gerrity Mgmt For For
1.4 Elect Director Gonzalo F. Valdes-Fauli Mgmt For For
2 Ratify Auditors Mgmt For For
04/28/04 Kohl's Corp. 500255104 03/03/04 23,300
AGM KSS
1.1 Elect Director Wayne Embry Mgmt For For
1.2 Elect Director John F. Herma Mgmt For Withhold
1.3 Elect Director R. Lawrence Montgomery Mgmt For Withhold
1.4 Elect Director Frank V. Sica Mgmt For For
2 Ratify Auditors Mgmt For For
3 Performance-Based Stock/Indexed Options ShrHoldr Against For
4 Separate Chairman and CEO Positions ShrHoldr Against Against
05/05/04 Leggett & Platt, Inc. 524660107 With 03/15/04 13,700
AGM LEG
1.1 Elect Director Raymond F. Bentele Mgmt For For
1.2 Elect Director Ralph W. Clark Mgmt For For
1.3 Elect Director Harry M. Cornell, Jr. Mgmt For For
1.4 Elect Director Robert Ted Enloe, III Mgmt For For
1.5 Elect Director Richard T. Fisher Mgmt For For
1.6 Elect Director Karl G. Glassman Mgmt For For
1.7 Elect Director David S. Haffner Mgmt For For
1.8 Elect Director Judy C. Odom Mgmt For For
1.9 Elect Director Maurice E. Purnell, Jr. Mgmt For For
1.10 Elect Director Felix E. Wright Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Employee Stock Purchase Plan Mgmt For For
4 Approve Executive Incentive Bonus Plan Mgmt For For
04/02/04 Lehman Brothers Holdings Inc. 524908100 With 02/13/04 18,700
AGM LEH
1.1 Elect Director Roger S. Berlind Mgmt For For
1.2 Elect Director Marsha Johnson Evans Mgmt For For
1.3 Elect Director Sir Christopher Gent Mgmt For For
1.4 Elect Director Dina Merrill Mgmt For For
2 Ratify Auditors Mgmt For For
04/22/04 Lexmark International, Inc. 529771107 With 03/05/04 9,100
AGM LXK
1.1 Elect Director Frank T. Cary Mgmt For For
1.2 Elect Director Paul J. Curlander Mgmt For For
1.3 Elect Director Martin D. Walker Mgmt For For
1.4 Elect Director James F. Hardymon Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Ratify Auditors Mgmt For For
05/17/04 Limited Brands 532716107 With 03/31/04 36,704
AGM LTD
1.1 Elect Director Eugene M. Freedman Mgmt For For
1.2 Elect Director V. Ann Hailey Mgmt For For
1.3 Elect Director David T. Kollat Mgmt For For
1.4 Elect Director Leslie H. Wexner Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
05/13/04 Lincoln National Corp. 534187109 With 02/20/04 12,300
AGM LNC
1.1 Elect Director William J. Avery Mgmt For For
1.2 Elect Director Jon A. Boscia Mgmt For For
1.3 Elect Director Eric G. Johnson Mgmt For For
1.4 Elect Director Glenn F. Tilton Mgmt For For
2 Approve Deferred Compensation Plan Mgmt For For
11/05/03 Linear Technology Corp. 535678106 09/08/03 20,400
AGM LLTC
1.1 Elect Director Robert H. Swanson, Jr. Mgmt For Withhold
1.2 Elect Director David S. Lee Mgmt For For
1.3 Elect Director Leo T. McCarthy Mgmt For For
1.4 Elect Director Richard M. Moley Mgmt For For
1.5 Elect Director Thomas S. Volpe Mgmt For For
2 Ratify Auditors Mgmt For For
05/20/04 Liz Claiborne, Inc. 539320101 With 03/22/04 7,800
AGM LIZ
1.1 Elect Director Raul J. Fernandez Mgmt For For
1.2 Elect Director Mary Kay Haben Mgmt For For
1.3 Elect Director Kenneth P. Kopelman Mgmt For For
1.4 Elect Director Arthur C. Martinez Mgmt For For
2 Ratify Auditors Mgmt For For
04/22/04 Lockheed Martin Corp. 539830109 03/01/04 31,000
AGM LMT
1.1 Elect Director E.C. 'Pete' Aldridge, Jr. Mgmt For For
1.2 Elect Director Nolan D. Archibald Mgmt For For
1.3 Elect Director Norman R. Augustine Mgmt For Withhold
1.4 Elect Director Marcus C. Bennett Mgmt For For
1.5 Elect Director Vance D. Coffman Mgmt For For
1.6 Elect Director Gwendolyn S. King Mgmt For For
1.7 Elect Director Douglas H. McCorkindale Mgmt For For
1.8 Elect Director Eugene F. Murphy Mgmt For For
1.9 Elect Director Joseph W. Ralston Mgmt For Withhold
1.10 Elect Director Frank Savage Mgmt For For
1.11 Elect Director Anne Stevens Mgmt For For
1.12 Elect Director Robert J. Stevens Mgmt For For
1.13 Elect Director James R. Ukropina Mgmt For For
1.14 Elect Director Douglas C. Yearley Mgmt For For
2 Ratify Auditors Mgmt For For
3 Report on Executive Ties to Government ShrHoldr Against Against
4 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
5 Prohibit Auditor from Providing Non-Audit Services ShrHoldr Against Against
6 Develop Ethical Criteria for Military Contracts ShrHoldr Against Against
05/11/04 Loews Corp. 540424108 With 03/15/04 13,200
AGM CG
1.1 Elect Director Joseph L. Bower Mgmt For For
1.2 Elect Director John Brademas Mgmt For For
1.3 Elect Director Charles M. Diker Mgmt For For
1.4 Elect Director Paul J. Fribourg Mgmt For For
1.5 Elect Director Philip A. Laskawy Mgmt For For
1.6 Elect Director Gloria R. Scott Mgmt For For
1.7 Elect Director Andrew H. Tisch Mgmt For For
1.8 Elect Director James S. Tisch Mgmt For For
1.9 Elect Director Jonathan M. Tisch Mgmt For For
1.10 Elect Director Preston R. Tisch Mgmt For For
2 Ratify Auditors Mgmt For For
3 Provide for Cumulative Voting ShrHoldr Against Against
4 Support Legislation and Make Public Statements on ShrHoldr Against Against
Environmental Tobacco Smoke
5 Cease Charitable Contributions ShrHoldr Against Against
05/03/04 Louisiana-Pacific Corp 546347105 03/05/04 7,600
AGM LPX
1.1 Elect Director Dustan E. McCoy Mgmt For For
1.2 Elect Director Lee C. Simpson Mgmt For Withhold
1.3 Elect Director Colin D. Watson Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Amend Non-Employee Director Restricted Stock Plan Mgmt For For
4 Amend Non-Employee Director Stock Option Plan Mgmt For For
5 Amend Executive Incentive Bonus Plan Mgmt For For
6 Ratify Auditors Mgmt For For
7 Separate Chairman and CEO Positions ShrHoldr Against Against
8 Report on Greenhouse Gas Emissions ShrHoldr Against Against
05/28/04 Lowe 548661107 04/01/04 55,700
AGM LOW
1.1 Elect Director Leonard L. Berry Mgmt For For
1.2 Elect Director Paul Fulton Mgmt For For
1.3 Elect Director Dawn E. Hudson Mgmt For Withhold
1.4 Elect Director Marshall O. Larsen Mgmt For For
1.5 Elect Director Robert A. Niblock Mgmt For For
1.6 Elect Director Stephen F. Page Mgmt For For
1.7 Elect Director O. Temple Sloan, Jr. Mgmt For For
1.8 Elect Director Robert L. Tillman Mgmt For For
2 Ratify Auditors Mgmt For For
05/06/04 LSI Logic Corp. 502161102 03/11/04 26,800
AGM LSI
1.1 Elect Director Wilfred J. Corrigan Mgmt For For
1.2 Elect Director James H. Keyes Mgmt For For
1.3 Elect Director Malcolm R. Currie Mgmt For For
1.4 Elect Director T.Z. Chu Mgmt For For
1.5 Elect Director R. Douglas Norby Mgmt For For
1.6 Elect Director Matthew J. O'Rourke Mgmt For For
1.7 Elect Director Gregorio Reyes Mgmt For For
1.8 Elect Director Larry W. Sonsini Mgmt For For
2 Amend Employee Stock Purchase Plan Mgmt For Against
3 Amend Employee Stock Purchase Plan Mgmt For For
4 Approve/Amend Executive Incentive Bonus Plan Mgmt For For
5 Ratify Auditors Mgmt For For
02/18/04 Lucent Technologies Inc. 549463107 12/22/03285,722
AGM LU
1.1 Elect Director Karl J. Krapek Mgmt For For
1.2 Elect Director Patricia F. Russo Mgmt For For
1.3 Elect Director Henry B. Schacht Mgmt For For
1.4 Elect Director Franklin A. Thomas Mgmt For For
2 Declassify the Board of Directors and Amend Director Mgmt For Against
Removal Provision
3 Approve Non-Employee Director Omnibus Stock Plan Mgmt For For
4 Approve Reverse Stock Split Mgmt For For
Shareholder Proposals
5 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against For
Shareholder Vote
6 Prohibit Awards to Executives ShrHoldr Against Against
05/05/04 Manor Care, Inc. 564055101 03/12/04 6,400
AGM HCR
1.1 Elect Director Virgis W. Colbert Mgmt For Withhold
1.2 Elect Director William H. Longfield Mgmt For For
1.3 Elect Director Paul A. Ormond Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Declassify the Board of Directors Mgmt For Against
4 Ratify Auditors Mgmt For Against
5 Limit Executive Compensation ShrHoldr Against Against
04/28/04 Marathon Oil Corp 565849106 03/01/04 21,400
AGM MRO
1.1 Elect Director Charles F. Bolden, Jr. Mgmt For For
1.2 Elect Director Charles R. Lee Mgmt For For
1.3 Elect Director Dennis H. Reilley Mgmt For For
1.4 Elect Director Thomas J. Usher Mgmt For For
2 Ratify Auditors Mgmt For For
3 Report on Greenhouse Gas Emissions ShrHoldr Against Against
4 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against For
Shareholder Vote
04/30/04 Marriott International Inc. (New) 571903202 With 03/08/04 16,400
AGM MAR
1.1 Elect Director Lawrence W. Kellner Mgmt For For
1.2 Elect Director John W. Marriott III Mgmt For For
1.3 Elect Director Harry J. Pearce Mgmt For For
2 Ratify Auditors Mgmt For For
3 Provide for Cumulative Voting ShrHoldr Against Against
05/20/04 Marsh & McLennan Companies, Inc. 571748102 With 03/22/04 37,500
AGM MMC
1.1 Elect Director Lewis W. Bernard Mgmt For For
1.2 Elect Director Mathis Cabiallavetta Mgmt For For
1.3 Elect Director Zachary W. Carter Mgmt For For
1.4 Elect Director Robert F. Erburu Mgmt For For
1.5 Elect Director Oscar Fanjul Mgmt For For
1.6 Elect Director Ray J. Groves Mgmt For For
2 Ratify Auditors Mgmt For For
04/27/04 Marshall & Ilsley Corp. 571834100 With 03/01/04 15,600
AGM MI
1.1 Elect Director Jon F. Chait Mgmt For For
1.2 Elect Director Bruce E. Jacobs Mgmt For For
1.3 Elect Director Dennis J. Kuester Mgmt For For
1.4 Elect Director Edward L. Meyer, Jr. Mgmt For For
1.5 Elect Director San W. Orr, Jr. Mgmt For For
1.6 Elect Director Debra S. Waller Mgmt For For
1.7 Elect Director George E. Wardeberg Mgmt For For
05/11/04 Masco Corp. 574599106 With 03/15/04 32,900
AGM MAS
1.1 Elect Director Peter A. Dow Mgmt For For
1.2 Elect Director Anthony F. Earley, Jr. Mgmt For For
1.3 Elect Director Wayne B. Lyon Mgmt For For
1.4 Elect Director David L. Johnston Mgmt For For
1.5 Elect Director J. Michael Losh Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Ratify Auditors Mgmt For For
05/13/04 Mattel, Inc. 577081102 03/17/04 30,550
AGM MAT
1.1 Elect Director Eugene P. Beard Mgmt For For
1.2 Elect Director Michael J. Dolan Mgmt For For
1.3 Elect Director Robert A. Eckert Mgmt For For
1.4 Elect Director Tully M. Friedman Mgmt For For
1.5 Elect Director Ronald M. Loeb Mgmt For For
1.6 Elect Director Andrea L. Rich Mgmt For For
1.7 Elect Director Ronald L. Sargent Mgmt For For
1.8 Elect Director Christopher A. Sinclair Mgmt For For
1.9 Elect Director G. Craig Sullivan Mgmt For For
1.10 Elect Director John L. Vogelstein Mgmt For For
1.11 Elect Director Kathy Brittain White Mgmt For For
2 Ratify Auditors Mgmt For For
3 Limit Awards to Executives ShrHoldr Against Against
4 Prohibit Auditor from Providing Non-Audit Services ShrHoldr Against For
11/13/03 Maxim Integrated Products, Inc. 57772K101 09/15/03 21,600
AGM MXIM
1.1 Elect Director James R. Bergman Mgmt For For
1.2 Elect Director John F. Gifford Mgmt For Withhold
1.3 Elect Director B. Kipling Hagopian Mgmt For For
1.4 Elect Director M. D. Sampels Mgmt For For
1.5 Elect Director A. R. Frank Wazzan Mgmt For For
2 Amend Stock Option Plan Mgmt For Against
3 Amend Employee Stock Purchase Plan Mgmt For For
4 Ratify Auditors Mgmt For For
05/13/04 Maytag Corp. 578592107 03/16/04 5,600
AGM MYG
1.1 Elect Director Wayland R. Hicks Mgmt For Withhold
1.2 Elect Director James A. McCaslin Mgmt For For
1.3 Elect Director W. Ann Reynolds Mgmt For Withhold
1.4 Elect Director Fred G. Steingraber Mgmt For Withhold
2 Ratify Auditors Mgmt For For
3 Amend Employee Stock Purchase Plan Mgmt For For
4 Amend Articles Mgmt For For
5 Declassify the Board of Directors ShrHoldr Against Against
6 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
05/06/04 MBIA Inc. 55262C100 With 03/18/04 10,250
AGM MBI
1.1 Elect Director Joseph W. Brown Mgmt For For
1.2 Elect Director C. Edward Chaplin Mgmt For For
1.3 Elect Director David C. Clapp Mgmt For For
1.4 Elect Director Gary C. Dunton Mgmt For For
1.5 Elect Director Claire L. Gaudiani Mgmt For For
1.6 Elect Director Freda S. Johnson Mgmt For For
1.7 Elect Director Daniel P. Kearney Mgmt For For
1.8 Elect Director James A. Lebenthal Mgmt For For
1.9 Elect Director Debra J. Perry Mgmt For For
1.10 Elect Director John A. Rolls Mgmt For For
2 Ratify Auditors Mgmt For For
05/03/04 MBNA Corp. 55262L100 02/13/04 87,802
AGM KRB
1.1 Elect Director James H. Berick Mgmt For Withhold
1.2 Elect Director Benjamin R. Civiletti Mgmt For Withhold
1.3 Elect Director Bruce L. Hammonds Mgmt For Withhold
1.4 Elect Director William L. Jews Mgmt For For
1.5 Elect Director Randolph D. Lerner Mgmt For Withhold
1.6 Elect Director Stuart L. Markowitz Mgmt For For
1.7 Elect Director William B. Milstead Mgmt For For
2 Ratify Auditors Mgmt For For
3 Expense Stock Options ShrHoldr Against For
4 Require Majority of Independent Directors on Board ShrHoldr Against For
05/20/04 McDonald's Corp. 580135101 With 03/22/04 89,900
AGM MCD
1.1 Elect Director Edward A. Brennan Mgmt For For
1.2 Elect Director Walter E. Massey Mgmt For For
1.3 Elect Director John W. Rogers, Jr. Mgmt For For
1.4 Elect Director Anne-Marie Slaughter Mgmt For For
1.5 Elect Director Roger W. Stone Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Omnibus Stock Plan Mgmt For For
4 Approve/Amend Executive Incentive Bonus Plan Mgmt For For
07/30/03 McKesson Corp. 58155Q103 06/03/03 18,842
AGM MCK
1.1 Elect Director Alton F. Irby III Mgmt For For
1.2 Elect Director James V. Napier Mgmt For For
2 Ratify Auditors Mgmt For For
Shareholder Proposal
3 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against For
Shareholder Vote
04/27/04 MeadWestvaco Corp. 583334107 With 03/01/04 13,781
AGM MWV
1.1 Elect Director William E. Hoglund Mgmt For For
1.2 Elect Director Douglas S. Luke Mgmt For For
1.3 Elect Director Robert C. McCormack Mgmt For For
1.4 Elect Director Jane L. Warner Mgmt For For
2 Ratify Auditors Mgmt For For
04/21/04 MEDCO Health Solutions Inc 58405U102 With 03/10/04 19,143
AGM MHS
1.1 Elect Director David B. Snow, Jr. Mgmt For For
1.2 Elect Director Howard W. Barker, Jr. Mgmt For For
1.3 Elect Director Brian L. Strom, Md, Mph Mgmt For For
2 Ratify Auditors Mgmt For For
08/28/03 Medtronic, Inc. 585055106 07/03/03 79,600
AGM MDT
1.1 Elect Director Richard H. Anderson Mgmt For For
1.2 Elect Director Michael R. Bonsignore Mgmt For For
1.3 Elect Director Gordon M. Sprenger Mgmt For Withhold
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Approve Executive Incentive Bonus Plan Mgmt For For
04/20/04 Mellon Financial Corp. 58551A108 With 02/06/04 29,500
AGM MEL
1.1 Elect Director Jared L. Cohon Mgmt For For
1.2 Elect Director Ira J. Gumberg Mgmt For For
1.3 Elect Director Martin G. Mcguinn Mgmt For For
1.4 Elect Director David S. Shapira Mgmt For For
1.5 Elect Director John P. Surma Mgmt For For
1.6 Elect Director Edward J. Mcaniff Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
04/27/04 Merck & Co., Inc. 589331107 02/24/04153,000
AGM MRK
1.1 Elect Director Peter C. Wendell Mgmt For For
1.2 Elect Director William G. Bowen Mgmt For For
1.3 Elect Director William M. Daley Mgmt For For
1.4 Elect Director Thomas E. Shenk Mgmt For For
1.5 Elect Director Wendell P. Weeks Mgmt For For
2 Ratify Auditors Mgmt For For
3 Declassify the Board of Directors Mgmt For Against
4 Prohibit Awards to Executives ShrHoldr Against Against
5 Develop Ethical Criteria for Patent Extension ShrHoldr Against Against
6 Link Executive Compensation to Social Issues ShrHoldr Against Abstain
7 Report on Political Contributions ShrHoldr Against Against
8 Report on Operational Impact of HIV/AIDS, TB, and Malaria ShrHoldr Against Abstain
Pandemic
12/10/03 Mercury Interactive Corp. 589405109 10/31/03 5,800
EGM MERQ
1 Amend Stock Option Plan Mgmt For Against
2 Amend Employee Stock Purchase Plan Mgmt For For
05/19/04 Mercury Interactive Corp. 589405109 With 03/22/04 6,300
AGM MERQ
1.1 Elect Director Amnon Landan Mgmt For For
1.2 Elect Director Igal Kohavi Mgmt For For
1.3 Elect Director Clyde Ostler Mgmt For For
1.4 Elect Director Yair Shamir Mgmt For For
1.5 Elect Director Giora Yaron Mgmt For For
1.6 Elect Director Anthony Zingale Mgmt For For
2 Increase Authorized Common Stock Mgmt For For
3 Ratify Auditors Mgmt For For
11/10/03 Meredith Corp. 589433101 09/11/03 3,200
AGM MDP
1.1 Elect Director Herbert M. Baum Mgmt For For
1.2 Elect Director Frederick B. Henry Mgmt For Withhold
1.3 Elect Director William T. Kerr Mgmt For For
1.4 Elect Director Nicholas L. Reding Mgmt For For
2 Amend Director & Officer Indemnification/Liability Mgmt For For
Provisions
04/23/04 Merrill Lynch & Co., Inc. 590188108 With 02/24/04 64,900
AGM MER
1.1 Elect Director David K. Newbigging Mgmt For For
1.2 Elect Director Joseph W. Prueher Mgmt For For
2 Ratify Auditors Mgmt For For
3 Restore or Provide for Cumulative Voting ShrHoldr Against Against
4 Separate Chairman and CEO Positions ShrHoldr Against Against
04/27/04 Metlife, Inc 59156R108 03/01/04 52,200
AGM MET
1.1 Elect Director Curtis H. Barnette Mgmt For For
1.2 Elect Director John C. Danforth Mgmt For Withhold
1.3 Elect Director Burton A. Dole, Jr. Mgmt For For
1.4 Elect Director Harry P. Kamen Mgmt For Withhold
1.5 Elect Director Charles M. Leighton Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Approve Non-Employee Director Omnibus Stock Plan Mgmt For For
5 Ratify Auditors Mgmt For For
6 Limit Executive Compensation ShrHoldr Against Against
05/13/04 MGIC Investment Corp. 552848103 With 03/15/04 7,000
AGM MTG
1.1 Elect Director James A. Abbott Mgmt For For
1.2 Elect Director Thomas M. Hagerty Mgmt For For
1.3 Elect Director Michael E. Lehman Mgmt For For
2 Ratify Auditors Mgmt For For
11/21/03 Micron Technology, Inc. 595112103 With 09/22/03 40,500
AGM MU
1.1 Elect Director Steven R. Appleton Mgmt For For
1.2 Elect Director James W. Bagley Mgmt For For
1.3 Elect Director Robert A. Lothrop Mgmt For For
1.4 Elect Director Thomas T. Nicholson Mgmt For For
1.5 Elect Director Gordon C. Smith Mgmt For For
1.6 Elect Director William P. Weber Mgmt For For
2 Amend Employee Stock Purchase Plan Mgmt For For
3 Amend Stock Option Plan Mgmt For For
4 Ratify Auditors Mgmt For For
11/11/03 Microsoft Corp. 594918104 09/12/03715,100
AGM MSFT
1.1 Elect Director William H. Gates, III Mgmt For For
1.2 Elect Director Steven A. Ballmer Mgmt For For
1.3 Elect Director James I. Cash, Jr., Ph.D. Mgmt For For
1.4 Elect Director Raymond V. Gilmartin Mgmt For For
1.5 Elect Director Ann McLaughlin Korologos Mgmt For For
1.6 Elect Director David F. Marquardt Mgmt For For
1.7 Elect Director Charles H. Noski Mgmt For For
1.8 Elect Director Dr. Helmut Panke Mgmt For For
1.9 Elect Director Wm. G. Reed, Jr. Mgmt For For
1.10 Elect Director Jon A. Shirley Mgmt For Withhold
2 Amend Omnibus Stock Plan Mgmt For For
3 Amend Non-Employee Director Stock Option Plan Mgmt For For
Shareholder Proposal
4 Refrain from Giving Charitable Contributions ShrHoldr Against Against
04/28/04 Millipore Corp. 601073109 With 03/05/04 3,500
AGM MIL
1.1 Elect Director Daniel Bellus Mgmt For For
1.2 Elect Director Robert C. Bishop Mgmt For For
1.3 Elect Director Edward M. Scolnick Mgmt For For
10/24/03 Molex Incorporated 608554101 With 08/29/03 12,400
AGM MOLX
1.1 Elect Director Fred L. Krehbiel Mgmt For For
1.2 Elect Director Douglas K. Carnahan Mgmt For For
1.3 Elect Director J. Joseph King Mgmt For For
1.4 Elect Director Joe W. Laymon Mgmt For For
1.5 Elect Director Michelle L. Collins Mgmt For For
2 Amend Stock Option Plan Mgmt For For
06/16/04 Monster Worldwide, Inc. 611742107 With 04/26/04 8,000
AGM MNST
1.1 Elect Director Andrew J. Mckelvey Mgmt For For
1.2 Elect Director George R. Eisele Mgmt For For
1.3 Elect Director John Gaulding Mgmt For For
1.4 Elect Director Ronald J. Kramer Mgmt For For
1.5 Elect Director Michael Kaufman Mgmt For For
1.6 Elect Director John Swann Mgmt For For
1.7 Elect Director David A. Stein Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
04/27/04 Moody's Corporation 615369105 With 03/01/04 10,300
AGM MCO
1.1 Elect Director Basil L. Anderson Mgmt For For
1.2 Elect Director Raymond W Mcdaniel Jr. Mgmt For For
1.3 Elect Director John Rutherfurd, Jr. Mgmt For For
1.4 Elect Director John K. Wulff Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Ratify Auditors Mgmt For For
5 Performance- Based ShrHoldr Against Against
04/20/04 Morgan Stanley 617446448 02/20/04 74,550
AGM MWD
1.1 Elect Director John W. Madigan Mgmt For For
1.2 Elect Director Dr. Klaus Zumwinkel Mgmt For For
1.3 Elect Director Sir Howard Davies Mgmt For For
2 Ratify Auditors Mgmt For For
3 Declassify the Board of Directors ShrHoldr Against Against
4 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against For
Shareholder Vote
5 Report on Political Contributions/Activities ShrHoldr Against Against
05/03/04 Motorola, Inc. 620076109 With 03/05/04164,890
AGM MOT
1.1 Elect Director Edward Zander Mgmt For For
1.2 Elect Director H. Laurence Fuller Mgmt For For
1.3 Elect Director Judy Lewent Mgmt For For
1.4 Elect Director Walter Massey Mgmt For For
1.5 Elect Director Nicholas Negroponte Mgmt For For
1.6 Elect Director Indra Nooyi Mgmt For For
1.7 Elect Director John Pepper, Jr. Mgmt For For
1.8 Elect Director Samuel Scott III Mgmt For For
1.9 Elect Director Douglas Warner III Mgmt For For
1.10 Elect Director John White Mgmt For For
1.11 Elect Director Mike Zafirovski Mgmt For For
2 Limit Executive Compensation ShrHoldr Against Against
3 Limit Awards to Executives ShrHoldr Against Against
06/01/04 Nabors Industries, Ltd. G6359F103 04/08/04 10,400
AGM NBR
Meeting for Holders of ADRs
1.1 Elect Director James L. Payne Mgmt For For
1.2 Elect Director Hans W. Schmidt Mgmt For For
2 Ratify Auditors Mgmt For For
3 SHAREHOLDER PROPOSAL TO CHANGE NABORS JURISDICTION OF Mgmt Against Against
INCORPORATION FROM BERMUDA TO DELAWARE.
04/27/04 National City Corp. 635405103 With 03/05/04 43,100
AGM NCC
1.1 Elect Director John E. Barfield Mgmt For For
1.2 Elect Director James S. Broadhurst Mgmt For For
1.3 Elect Director John W. Brown Mgmt For For
1.4 Elect Director Christopher M. Connor Mgmt For For
1.5 Elect Director David A. Daberko Mgmt For For
1.6 Elect Director Joseph T. Gorman Mgmt For For
1.7 Elect Director Bernadine P. Healy Mgmt For For
1.8 Elect Director Paul A. Ormond Mgmt For For
1.9 Elect Director Robert A. Paul Mgmt For For
1.10 Elect Director Gerald L. Shaheen Mgmt For For
1.11 Elect Director Jerry Sue Thornton Mgmt For For
1.12 Elect Director Morry Weiss Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Amend Executive Incentive Bonus Plan Mgmt For For
4 Ratify Auditors Mgmt For For
09/26/03 National Semiconductor Corp. 637640103 08/14/03 11,900
AGM NSM
1.1 Elect Director Brian L. Halla Mgmt For For
1.2 Elect Director Steven R. Appleton Mgmt For For
1.3 Elect Director Gary P. Arnold Mgmt For Withhold
1.4 Elect Director Richard J. Danzig Mgmt For For
1.5 Elect Director Robert J. Frankenberg Mgmt For For
1.6 Elect Director E. Floyd Kvamme Mgmt For For
1.7 Elect Director Modesto A. Maidique Mgmt For For
1.8 Elect Director Edward R. Mccracken Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Employee Stock Purchase Plan Mgmt For For
02/17/04 Navistar International Corp. 63934E108 With 01/05/04 4,700
AGM NAV
1.1 Elect Director Michael N. Hammes Mgmt For For
1.2 Elect Director James H. Keyes Mgmt For For
1.3 Elect Director Southwood J. Morcott Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
04/28/04 NCR Corporation 62886E108 02/09/04 6,600
AGM NCR
1.1 Elect Director Edward P. Boykin Mgmt For For
1.2 Elect Director Linda Fayne Levinson Mgmt For For
1.3 Elect Director Victor L. Lund Mgmt For For
1.4 Elect Director James M. Ringler Mgmt For For
2 Ratify Auditors Mgmt For For
3 Prohibit Auditor from Providing Non-Audit Services ShrHoldr Against For
4 Prohibit Awards to Executives ShrHoldr Against Against
09/02/03 Network Appliance, Inc. 64120L104 07/07/03 22,100
AGM NTAP
1.1 Elect Director Daniel J. Warmenhoven Mgmt For For
1.2 Elect Director Donald T. Valentine Mgmt For For
1.3 Elect Director Sanjiv Ahuja Mgmt For For
1.4 Elect Director Carol A. Bartz Mgmt For For
1.5 Elect Director Michael R. Hallman Mgmt For For
1.6 Elect Director Nicholas G. Moore Mgmt For For
1.7 Elect Director Dr. Sachio Semmoto Mgmt For For
1.8 Elect Director Robert T. Wall Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For Against
3 Amend Employee Stock Purchase Plan Mgmt For For
4 Ratify Auditors Mgmt For For
5 Other Business Mgmt For Against
05/12/04 Newell Rubbermaid Inc. 651229106 With 03/15/04 19,473
AGM NWL
1.1 Elect Director Scott S. Cowen Mgmt For For
1.2 Elect Director Cynthia A. Montgomery Mgmt For For
1.3 Elect Director Allan P. Newell Mgmt For For
1.4 Elect Director Gordon R. Sullivan Mgmt For For
2 Ratify Auditors Mgmt For For
04/28/04 Newmont Mining Corp. (Holding Company) 651639106 03/02/04 29,648
AGM NEM
1.1 Elect Director Glen A. Barton Mgmt For For
1.2 Elect Director Vincent A. Calarco Mgmt For For
1.3 Elect Director Michael S. Hamson Mgmt For For
1.4 Elect Director Leo I. Higdon, Jr. Mgmt For For
1.5 Elect Director Pierre Lassonde Mgmt For For
1.6 Elect Director Robert J. Miller Mgmt For For
1.7 Elect Director Wayne W. Murdy Mgmt For For
1.8 Elect Director Robin A. Plumbridge Mgmt For For
1.9 Elect Director John B. Prescott Mgmt For For
1.10 Elect Director Michael K. Reilly Mgmt For For
1.11 Elect Director Seymour Schulich Mgmt For For
1.12 Elect Director James V. Taranik Mgmt For For
2 Ratify Auditors Mgmt For For
3 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
05/27/04 Nextel Communications, Inc. 65332V103 With 04/02/04 77,900
AGM NXTL
1.1 Elect Director Keith J. Bane Mgmt For For
1.2 Elect Director V. Janet Hill Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Employee Stock Purchase Plan Mgmt For For
04/15/04 Nicor Inc. 654086107 02/17/04 3,100
AGM GAS
1.1 Elect Director Robert M. Beavers, Jr. Mgmt For For
1.2 Elect Director Bruce P. Bickner Mgmt For For
1.3 Elect Director John H. Birdsall, III Mgmt For Withhold
1.4 Elect Director Thomas A. Donahoe Mgmt For For
1.5 Elect Director Thomas L. Fisher Mgmt For For
1.6 Elect Director John E. Jones Mgmt For For
1.7 Elect Director Dennis J. Keller Mgmt For For
1.8 Elect Director William A. Osborn Mgmt For For
1.9 Elect Director John Rau Mgmt For For
1.10 Elect Director John F. Riordan Mgmt For For
1.11 Elect Director Russ M. Strobel Mgmt For For
1.12 Elect Director Patricia A. Wier Mgmt For For
2 Ratify Auditors Mgmt For For
3 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
09/22/03 Nike, Inc. 654106103 07/25/03 17,200
AGM NKE
1.1 Elect Director Thomas E. Clarke as Class A Director Mgmt For For
1.2 Elect Director Ralph D. DeNunzio as Class A Director Mgmt For For
1.3 Elect Director Richard K. Donahue as Class A Director Mgmt For Withhold
1.4 Elect Director Delbert J. Hayes as Class A Director Mgmt For For
1.5 Elect Director Douglas G. Houser as Class A Director Mgmt For For
1.6 Elect Director Jeanne P. Jackson as Class A Director Mgmt For For
1.7 Elect Director Philip H. Knight as Class A Director Mgmt For For
1.8 Elect Director Charles W. Robinson as Class A Director Mgmt For For
1.9 Elect Director John R. Thompson, Jr. as Class A Director Mgmt For Withhold
1.10 Elect Director Jill K. Conway as Class B Director Mgmt For For
1.11 Elect Director Alan B. Graf, Jr. as Class B Director Mgmt For For
1.12 Elect Director John E. Jaqua as Class B Director Mgmt For For
1.13 Elect Director A. Michael Spence as Class B Director Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For Against
3 Ratify Auditors Mgmt For For
05/11/04 NiSource Inc. 65473P105 With 03/16/04 18,609
AGM NI
1.1 Elect Director Steven C. Beering Mgmt For For
1.2 Elect Director Dennis E. Foster Mgmt For For
1.3 Elect Director Richard L. Thompson Mgmt For For
1.4 Elect Director Carolyn Y. Woo Mgmt For For
2 Ratify Auditors Mgmt For For
04/22/04 NOBLE CORP G65422100 03/04/04 9,500
AGM NE
Meeting for Holders of ADRs
1.1 Elect Director Michael A. Cawley Mgmt For For
1.2 Elect Director Luke R. Corbett Mgmt For For
1.3 Elect Director Jack E. Little Mgmt For For
2 Ratify Auditors Mgmt For For
06/22/04 Nordstrom, Inc. 655664100 With 03/17/04 9,800
AGM JWN
1.1 Elect Director D. Wayne Gittinger Mgmt For For
1.2 Elect Director Enrique Hernandez, Jr. Mgmt For For
1.3 Elect Director Jeanne P. Jackson Mgmt For For
1.4 Elect Director Bruce A. Nordstrom Mgmt For For
1.5 Elect Director John N. Nordstrom Mgmt For For
1.6 Elect Director Alfred E. Osborne, Jr., Ph.D. Mgmt For For
1.7 Elect Director William D. Ruckelshaus Mgmt For For
1.8 Elect Director Alison A. Winter Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Ratify Auditors Mgmt For For
05/13/04 Norfolk Southern Corp. 655844108 With 03/05/04 27,700
AGM NSC
1.1 Elect Director Alston D. Correll Mgmt For For
1.2 Elect Director Landon Hilliard Mgmt For For
1.3 Elect Director Burton M. Joyce Mgmt For For
1.4 Elect Director Jane Margaret O'Brien Mgmt For For
2 Ratify Auditors Mgmt For For
04/27/04 North Fork Bancorporation, Inc. 659424105 With 03/01/04 10,500
AGM NFB
1.1 Elect Director James F. Reeve Mgmt For For
1.2 Elect Director George H. Rowsom Mgmt For For
1.3 Elect Director Dr. Kurt R. Schmeller Mgmt For For
2 Ratify Auditors Mgmt For For
04/20/04 Northern Trust Corp. 665859104 03/01/04 15,200
AGM NTRS
1.1 Elect Director Duane L. Burnham Mgmt For For
1.2 Elect Director Dolores E. Cross Mgmt For For
1.3 Elect Director Susan Crown Mgmt For For
1.4 Elect Director Robert S. Hamada Mgmt For For
1.5 Elect Director Robert A. Helman Mgmt For Withhold
1.6 Elect Director Dipak C. Jain Mgmt For For
1.7 Elect Director Arthur L. Kelly Mgmt For For
1.8 Elect Director Robert C. Mccormack Mgmt For For
1.9 Elect Director Edward J. Mooney Mgmt For For
1.10 Elect Director William A. Osborn Mgmt For For
1.11 Elect Director John W. Rowe Mgmt For For
1.12 Elect Director Harold B. Smith Mgmt For For
1.13 Elect Director William D. Smithburg Mgmt For For
2 Ratify Auditors Mgmt For For
05/18/04 Northrop Grumman Corp. 666807102 With 03/22/04 12,899
AGM NOC
1.1 Elect Director Lewis W. Coleman Mgmt For For
1.2 Elect Director J. Michael Cook Mgmt For For
1.3 Elect Director Philip A. Odeen Mgmt For For
1.4 Elect Director Aulana L. Peters Mgmt For For
1.5 Elect Director Kevin W. Sharer Mgmt For For
2 Ratify Auditors Mgmt For For
3 Develop Ethical Criteria for Military Contracts ShrHoldr Against Against
4 Declassify the Board of Directors ShrHoldr Against Against
04/15/04 Novell, Inc. 670006105 02/20/04 25,600
AGM NOVL
1.1 Elect Director Albert Aiello Mgmt For For
1.2 Elect Director Fred Corrado Mgmt For For
1.3 Elect Director Richard L. Crandall Mgmt For For
1.4 Elect Director Wayne Mackie Mgmt For For
1.5 Elect Director Claudia B. Malone Mgmt For For
1.6 Elect Director Jack L. Messman Mgmt For For
1.7 Elect Director Richard L. Nolan Mgmt For For
1.8 Elect Director Thomas G. Plaskett Mgmt For For
1.9 Elect Director John W. Poduska, Sr. Mgmt For For
1.10 Elect Director James D. Robinson, III Mgmt For For
1.11 Elect Director Kathy Brittain White Mgmt For For
2 Expense Stock Options ShrHoldr Against For
3 Performance-Based/Indexed Options ShrHoldr Against For
4 Prohibit Auditor from Providing Non-Audit Services ShrHoldr Against For
04/16/04 Novellus Systems, Inc. 670008101 02/17/04 10,400
AGM NVLS
1.1 Elect Director Richard S. Hill Mgmt For For
1.2 Elect Director Neil R. Bonke Mgmt For For
1.3 Elect Director Youssef A. El-Mansy Mgmt For For
1.4 Elect Director J. David Litster Mgmt For For
1.5 Elect Director Yoshio Nishi Mgmt For For
1.6 Elect Director Glen G. Possley Mgmt For For
1.7 Elect Director Ann D. Rhoads Mgmt For For
1.8 Elect Director William R. Spivey Mgmt For For
1.9 Elect Director Delbert A. Whitaker Mgmt For For
2 Ratify Auditors Mgmt For For
3 Provision of Non-Audit Services by Independent Auditors ShrHoldr Against For
4 Report on Executive Compensation ShrHoldr Against Against
05/13/04 Nucor Corp. 670346105 With 03/15/04 5,600
AGM NUE
1.1 Elect Director Daniel R. Dimicco Mgmt For For
1.2 Elect Director James D. Hlavacek Mgmt For For
1.3 Elect Director Raymond J. Milchovich Mgmt For For
2 Ratify Auditors Mgmt For For
07/10/03 Nvidia Corporation 67066G104 With 05/15/03 10,100
AGM NVDA
1.1 Elect Director Tench Coxe Mgmt For For
1.2 Elect Director Mark A. Stevens Mgmt For For
2 Ratify Auditors Mgmt For For
04/30/04 Occidental Petroleum Corp. 674599105 With 03/03/04 26,400
AGM OXY
1.1 Elect Director Ronald W. Burkle Mgmt For For
1.2 Elect Director John S. Chalsty Mgmt For For
1.3 Elect Director Edward P. Djerejian Mgmt For For
1.4 Elect Director R. Chad Dreier Mgmt For For
1.5 Elect Director John E. Feick Mgmt For For
1.6 Elect Director Ray R. Irani Mgmt For For
1.7 Elect Director Dale R. Laurance Mgmt For For
1.8 Elect Director Irvin W. Maloney Mgmt For For
1.9 Elect Director Rodolfo Segovia Mgmt For For
1.10 Elect Director Aziz D. Syriani Mgmt For For
1.11 Elect Director Rosemary Tomich Mgmt For For
1.12 Elect Director Walter L. Weisman Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Non-Employee Director Restricted Stock Plan Mgmt For For
4 Prohibit Awards to Executives ShrHoldr Against Against
05/14/04 Office Depot, Inc. 676220106 03/10/04 22,100
AGM ODP
1.1 Elect Director Lee A. Ault III Mgmt For Withhold
1.2 Elect Director Neil R. Austrian Mgmt For Withhold
1.3 Elect Director David W. Bernauer Mgmt For For
1.4 Elect Director Abelardo E. Bru Mgmt For For
1.5 Elect Director David I. Fuente Mgmt For Withhold
1.6 Elect Director Brenda J. Gaines Mgmt For Withhold
1.7 Elect Director Myra M. Hart Mgmt For For
1.8 Elect Director W. Scott Hedrick Mgmt For Withhold
1.9 Elect Director James L. Heskett Mgmt For Withhold
1.10 Elect Director Patricia H. McKay Mgmt For For
1.11 Elect Director Michael J. Myers Mgmt For Withhold
1.12 Elect Director Bruce Nelson Mgmt For Withhold
2 Amend Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
05/25/04 Omnicom Group Inc. 681919106 With 04/09/04 13,400
AGM OMC
1.1 Elect Director John D. Wren Mgmt For For
1.2 Elect Director Bruce Crawford Mgmt For For
1.3 Elect Director Robert Charles Clark Mgmt For For
1.4 Elect Director Leonard S. Coleman, Jr. Mgmt For For
1.5 Elect Director Errol M. Cook Mgmt For For
1.6 Elect Director Susan S. Denison Mgmt For For
1.7 Elect Director Michael A. Henning Mgmt For For
1.8 Elect Director John R. Murphy Mgmt For For
1.9 Elect Director John R. Purcell Mgmt For For
1.10 Elect Director Linda Johnson Rice Mgmt For For
1.11 Elect Director Gary L. Roubos Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Non-Employee Director Stock Option Plan Mgmt For For
10/13/03 Oracle Corp. 68389X105 08/21/03341,948
AGM ORCL
1.1 Elect Director Lawrence J. Ellison Mgmt For For
1.2 Elect Director Donald L. Lucas Mgmt For For
1.3 Elect Director Michael J. Boskin Mgmt For For
1.4 Elect Director Jeffrey O. Henley Mgmt For For
1.5 Elect Director Jack F. Kemp Mgmt For For
1.6 Elect Director Jeffrey Berg Mgmt For For
1.7 Elect Director Safra Catz Mgmt For For
1.8 Elect Director Hector Garcia-Molina Mgmt For For
1.9 Elect Director Joseph A. Grundfest Mgmt For For
1.10 Elect Director H. Raymond Bingham Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Amend Non-Employee Director Omnibus Stock Plan Mgmt For For
Shareholder Proposal
5 Implement China Principles ShrHoldr Against Against
04/27/04 Paccar Inc. 693718108 03/01/04 12,150
AGM PCAR
1.1 Elect Director David K. Newbigging Mgmt For For
1.2 Elect Director Harry C. Stonecipher Mgmt For For
1.3 Elect Director Harold A. Wagner Mgmt For For
2 Increase Authorized Common Stock Mgmt For For
3 Amend Deferred Compensation Plan Mgmt For For
4 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
5 Limit Awards to Executives ShrHoldr Against Against
05/14/04 Pactiv Corp. 695257105 With 03/19/04 11,200
AGM PTV
1.1 Elect Director Larry D. Brady Mgmt For For
1.2 Elect Director K. Dane Brooksher Mgmt For For
1.3 Elect Director Robert J. Darnall Mgmt For For
1.4 Elect Director Mary R. (Nina) Henderson Mgmt For For
1.5 Elect Director Roger B. Porter Mgmt For For
1.6 Elect Director Richard L. Wambold Mgmt For For
1.7 Elect Director Norman H. Wesley Mgmt For For
2 Ratify Auditors Mgmt For For
11/19/03 Pall Corp. 696429307 With 10/01/03 8,200
AGM PLL
1.1 Elect Director Daniel J. Carroll, Jr. Mgmt For For
1.2 Elect Director Eric Krasnoff Mgmt For For
1.3 Elect Director Dr. Edward L. Snyder Mgmt For For
1.4 Elect Director Dr. James D. Watson Mgmt For For
1.5 Elect Director Marcus Wilson Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Amend Restricted Stock Plan Mgmt For For
4 Amend Employee Stock Purchase Plan Mgmt For For
03/03/04 Parametric Technology Corp. 699173100 With 01/09/04 18,300
AGM PMTC
1.1 Elect Director Michael E. Porter Mgmt For For
1.2 Elect Director Noel G. Posternak Mgmt For For
2 Amend Employee Stock Purchase Plan Mgmt For For
3 Ratify Auditors Mgmt For For
10/22/03 Parker-Hannifin Corp. 701094104 With 08/29/03 7,750
AGM PH
1.1 Elect Director Duane E. Collins Mgmt For For
1.2 Elect Director Robert J. Kohlhepp Mgmt For For
1.3 Elect Director Giulio Mazzalupi Mgmt For For
1.4 Elect Director Klaus-Peter Muller Mgmt For For
1.5 Elect Director Allan L. Rayfield Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
10/02/03 Paychex, Inc. 704326107 08/04/03 24,500
AGM PAYX
1.1 Elect Director B. Thomas Golisano Mgmt For Withhold
1.2 Elect Director Betsy S. Atkins Mgmt For For
1.3 Elect Director G. Thomas Clark Mgmt For Withhold
1.4 Elect Director David J. S. Flaschen Mgmt For For
1.5 Elect Director Phillip Horsley Mgmt For For
1.6 Elect Director Grant M. Inman Mgmt For For
1.7 Elect Director J. Robert Sebo Mgmt For Withhold
1.8 Elect Director Joseph M. Tucci Mgmt For Withhold
02/27/04 Peoples Energy Corp. 711030106 With 12/31/03 2,600
AGM PGL
1.1 Elect Director J.R. Boris Mgmt For For
1.2 Elect Director W.J. Brodsky Mgmt For For
1.3 Elect Director P. Cafferty Mgmt For For
1.4 Elect Director J.W. Higgins Mgmt For For
1.5 Elect Director D.C. Jain Mgmt For For
1.6 Elect Director M.E. Lavin Mgmt For For
1.7 Elect Director H.J. Livingston, Jr. Mgmt For For
1.8 Elect Director T.M. Patrick Mgmt For For
1.9 Elect Director R.P. Toft Mgmt For For
1.10 Elect Director A.R. Valasquez Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
03/25/04 PeopleSoft, Inc. 712713106 02/10/04 25,700
AGM PSFT
1.1 Elect Director A. George 'Skip' Battle Mgmt For For
1.2 Elect Director Craig A. Conway Mgmt For For
1.3 Elect Director Frank J. Fanzilli, Jr. Mgmt For For
1.4 Elect Director Cyril J. Yansouni Mgmt For For
2 Ratify Auditors Mgmt For For
3 Expense Stock Options ShrHoldr Against For
05/05/04 PepsiCo, Inc. 713448108 03/12/04121,670
AGM PEP
1.1 Elect Director John F. Akers Mgmt For For
1.2 Elect Director Robert E. Allen Mgmt For For
1.3 Elect Director Ray L. Hunt Mgmt For For
1.4 Elect Director Arthur C. Martinez Mgmt For For
1.5 Elect Director Indra K. Nooyi Mgmt For For
1.6 Elect Director Franklin D. Raines Mgmt For For
1.7 Elect Director Steven S. Reinemund Mgmt For For
1.8 Elect Director Sharon Percy Rockefeller Mgmt For For
1.9 Elect Director James J. Schiro Mgmt For For
1.10 Elect Director Franklin A. Thomas Mgmt For For
1.11 Elect Director Cynthia M. Trudell Mgmt For For
1.12 Elect Director Solomon D. Trujillo Mgmt For For
1.13 Elect Director Daniel Vasella Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Report on Political Contributions/Activities ShrHoldr Against Against
5 Report on Operational Impact of HIV/AIDS, TB, and Malaria ShrHoldr Against For
Pandemic
04/27/04 PerkinElmer Inc. 714046109 02/27/04 8,800
AGM PKI
1.1 Elect Director Tamara J. Erickson Mgmt For For
1.2 Elect Director Nicholas A. Lopardo Mgmt For For
1.3 Elect Director Alexis P. Michas Mgmt For For
1.4 Elect Director James C. Mullen Mgmt For For
1.5 Elect Director Dr. Vicki L. Sato Mgmt For For
1.6 Elect Director Gabriel Schmergel Mgmt For For
1.7 Elect Director Kenton J. Sicchitano Mgmt For For
1.8 Elect Director Gregory L. Summe Mgmt For For
1.9 Elect Director G. Robert Tod Mgmt For For
2 Ratify Auditors Mgmt For For
3 Expense Stock Options ShrHoldr Against For
04/22/04 Pfizer Inc. 717081103 With 02/27/04524,653
AGM PFE
1.1 Elect Director Michael S. Brown Mgmt For For
1.2 Elect Director M. Anthony Burns Mgmt For For
1.3 Elect Director Robert N. Burt Mgmt For For
1.4 Elect Director W. Don Cornwell Mgmt For For
1.5 Elect Director William H. Gray III Mgmt For For
1.6 Elect Director Constance J. Horner Mgmt For For
1.7 Elect Director William R. Howell Mgmt For For
1.8 Elect Director Stanley O. Ikenberry Mgmt For For
1.9 Elect Director George A. Lorch Mgmt For For
1.10 Elect Director Henry A. Mckinnell Mgmt For For
1.11 Elect Director Dana G. Mead Mgmt For For
1.12 Elect Director Franklin D. Raines Mgmt For For
1.13 Elect Director Ruth J. Simmons Mgmt For For
1.14 Elect Director William C. Steere, Jr. Mgmt For For
1.15 Elect Director Jean-Paul Valles Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Report on Operational Impact of HIV/AIDS, TB, and Malaria ShrHoldr Against Against
Pandemic
5 Cease Political Contributions/Activities ShrHoldr Against Against
6 Report on Political Contributions/Activities ShrHoldr Against Against
7 Establish Term Limits for Directors ShrHoldr Against Against
8 Report on Drug Pricing ShrHoldr Against Against
9 Limit Awards to Executives ShrHoldr Against Against
10 Amend Animal Testing Policy ShrHoldr Against Against
04/21/04 PG&E Corp. 69331C108 02/23/04 28,500
AGM PCG
1.1 Elect Director David R. Andrews Mgmt For For
1.2 Elect Director Leslie S. Biller Mgmt For For
1.3 Elect Director David A. Coulter Mgmt For For
1.4 Elect Director C. Lee Cox Mgmt For For
1.5 Elect Director Robert D. Glynn, Jr. Mgmt For For
1.6 Elect Director David M. Lawrence, MD Mgmt For For
1.7 Elect Director Mary S. Metz Mgmt For For
1.8 Elect Director Barry Lawson Williams Mgmt For For
2 Ratify Auditors Mgmt For For
3 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
4 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against For
Shareholder Vote
5 Require Directors be a Link-Free Directors ShrHoldr Against Against
6 Adopt Radioactive Waste Policy ShrHoldr Against Against
7 Separate Chairman and CEO Positions ShrHoldr Against Against
8 Limit Executive Compensation ShrHoldr Against Against
05/28/04 Phelps Dodge Corp. 717265102 With 04/08/04 6,570
AGM PD
1.1 Elect Director Marie L. Knowles Mgmt For For
1.2 Elect Director Jon C. Madonna Mgmt For For
1.3 Elect Director Gordon R. Parker Mgmt For For
1.4 Elect Director Robert D. Johnson Mgmt For For
2 Cease Charitable Contributions ShrHoldr Against Against
05/19/04 Pinnacle West Capital Corp. 723484101 With 03/19/04 6,500
AGM PNW
1.1 Elect Director Roy A. Herberger, Jr. Mgmt For For
1.2 Elect Director Humberto S. Lopez Mgmt For For
1.3 Elect Director Kathryn L. Munro Mgmt For For
1.4 Elect Director William L. Stewart Mgmt For For
2 Ratify Auditors Mgmt For For
3 Report on Nuclear Fuel Storage Risks ShrHoldr Against Against
05/10/04 Pitney Bowes Inc. 724479100 With 03/12/04 16,600
AGM PBI
1.1 Elect Director Linda G. Alvarado Mgmt For For
1.2 Elect Director Ernie Green Mgmt For For
1.3 Elect Director John S. McFarlane Mgmt For For
1.4 Elect Director Eduardo R. Menasce Mgmt For For
2 Ratify Auditors Mgmt For For
3 Report on Political Contributions/Activities ShrHoldr Against Against
05/04/04 Plum Creek Timber Company, Inc. 729251108 03/15/04 13,000
AGM PCL
1.1 Elect Director Rick R. Holley Mgmt For For
1.2 Elect Director Ian B. Davidson Mgmt For For
1.3 Elect Director Robin Josephs Mgmt For For
1.4 Elect Director David D. Leland Mgmt For Withhold
1.5 Elect Director John G. McDonald Mgmt For For
1.6 Elect Director Hamid R. Moghadam Mgmt For For
1.7 Elect Director John H. Scully Mgmt For For
1.8 Elect Director Stephen C. Tobias Mgmt For For
1.9 Elect Director Carl B. Webb Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Endorse CERES Principles ShrHoldr Against Against
05/14/04 PMC-Sierra, Inc. 69344F106 03/15/04 12,200
AGM PMCS
1.1 Elect Director Robert Bailey Mgmt For For
1.2 Elect Director Alexandre Balkanski Mgmt For For
1.3 Elect Director Richard Belluzzo Mgmt For For
1.4 Elect Director James Diller Mgmt For Withhold
1.5 Elect Director Jonathan Judge Mgmt For For
1.6 Elect Director William Kurtz Mgmt For For
1.7 Elect Director Frank Marshall Mgmt For For
1.8 Elect Director Lewis Wilks Mgmt For For
2 Ratify Auditors Mgmt For For
04/27/04 PNC Financial Services Group, Inc. 693475105 02/27/04 19,100
AGM PNC
1.1 Elect Director Paul Chellgren Mgmt For For
1.2 Elect Director Robert Clay Mgmt For For
1.3 Elect Director J. Gary Cooper Mgmt For For
1.4 Elect Director George Davidson, Jr. Mgmt For For
1.5 Elect Director Richard Kelson Mgmt For Withhold
1.6 Elect Director Bruce Lindsay Mgmt For For
1.7 Elect Director Anthony Massaro Mgmt For For
1.8 Elect Director Thomas O'Brien Mgmt For For
1.9 Elect Director Jane Pepper Mgmt For For
1.10 Elect Director James Rohr Mgmt For For
1.11 Elect Director Lorene Steffes Mgmt For For
1.12 Elect Director Dennis Strigl Mgmt For For
1.13 Elect Director Stephen Thieke Mgmt For For
1.14 Elect Director Thomas Usher Mgmt For For
1.15 Elect Director Milton Washington Mgmt For For
1.16 Elect Director Helge Wehmeier Mgmt For For
04/15/04 PPG Industries, Inc. 693506107 With 02/17/04 11,700
AGM PPG
1.1 Elect Director James G. Berges Mgmt For For
1.2 Elect Director Erroll B. Davis, Jr. Mgmt For For
1.3 Elect Director Victoria F. Haynes Mgmt For For
1.4 Elect Director Allen J. Krowe Mgmt For For
2 Ratify Auditors Mgmt For For
04/23/04 PPL Corp. 69351T106 With 02/27/04 12,200
AGM PPL
1.1 Elect Director William F. Hecht Mgmt For For
1.2 Elect Director Stuart Heydt Mgmt For For
1.3 Elect Director W. Keith Smith Mgmt For For
2 Ratify Auditors Mgmt For For
04/27/04 Praxair, Inc. 74005P104 With 03/01/04 22,400
AGM PX
1.1 Elect Director Alejandro Achaval Mgmt For For
1.2 Elect Director Ronald L. Kuehn, Jr. Mgmt For For
1.3 Elect Director H. Mitchell Watson, Jr. Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Increase Authorized Common Stock Mgmt For For
4 Approve Stockholder Protection Rights Agreement Mgmt For For
05/18/04 Principal Financial Group, Inc. 74251V102 With 03/19/04 22,900
AGM PFG
1.1 Elect Director David J. Drury Mgmt For For
1.2 Elect Director C. Daniel Gelatt Mgmt For For
1.3 Elect Director Sandra L. Helton Mgmt For For
1.4 Elect Director Federico F. Pena Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
05/12/04 Progress Energy, Inc. 743263105 With 03/05/04 17,420
AGM PGN
1.1 Elect Director Charles Coker Mgmt For For
1.2 Elect Director Robert McGehee Mgmt For For
1.3 Elect Director E. Marie McKee Mgmt For For
1.4 Elect Director Peter Rummell Mgmt For For
1.5 Elect Director Jean Wittner Mgmt For For
2 Prohibit Awards to Executives ShrHoldr Against Against
05/18/04 ProLogis 743410102 With 03/17/04 12,800
AGM PLD
1.1 Elect Director Stephen L. Feinberg Mgmt For For
1.2 Elect Director Donald P. Jacobs Mgmt For For
1.3 Elect Director D. Michael Steuert Mgmt For For
1.4 Elect Director J. Andre Teixeira Mgmt For For
2 Approve Non-Employee Director Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
05/13/04 Providian Financial Corp. 74406A102 With 03/15/04 20,500
AGM PVN
1.1 Elect Director John L. Douglas Mgmt For For
1.2 Elect Director J. David Grissom Mgmt For For
1.3 Elect Director Robert J. Higgins Mgmt For For
1.4 Elect Director Francesca Ruiz de Luzuriaga Mgmt For For
2 Ratify Auditors Mgmt For For
06/08/04 Prudential Financial Inc 744320102 With 04/12/04 38,300
AGM PRU
1.1 Elect Director Arthur F. Ryan Mgmt For For
1.2 Elect Director Gaston Caperton Mgmt For For
1.3 Elect Director Gilbert F. Casellas Mgmt For For
1.4 Elect Director Karl J. Krapek Mgmt For For
1.5 Elect Director Ida F.S. Schmertz Mgmt For For
2 Ratify Auditors Mgmt For For
3 Cease Charitable Contributions ShrHoldr Against Against
4 Declassify the Board of Directors ShrHoldr Against Against
04/20/04 Public Service Enterprise Group Inc. 744573106 02/20/04 16,100
AGM PEG
1.1 Elect Director Albert R. Gamper, Jr. Mgmt For For
1.2 Elect Director Ernest H. Drew Mgmt For For
1.3 Elect Director William V. Hickey Mgmt For For
1.4 Elect Director Richard J. Swift Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Require Two Candidates for Each Board Seat ShrHoldr Against For
05/13/04 Pulte Homes Inc. 745867101 03/16/04 8,700
AGM PHM
1.1 Elect Director Richard J. Dugas, Jr. Mgmt For For
1.2 Elect Director David N. McCammon Mgmt For For
1.3 Elect Director William J. Pulte Mgmt For For
1.4 Elect Director Francis J. Sehn Mgmt For For
1.5 Elect Director Michael E. Rossi Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Ratify Auditor ShrHoldr Against For
08/26/03 QLogic Corp. 747277101 With 07/01/03 6,100
AGM QLGC
1.1 Elect Director H.K. Desai Mgmt For For
1.2 Elect Director Larry R. Carter Mgmt For For
1.3 Elect Director James R. Fiebiger Mgmt For For
1.4 Elect Director Balakrishnan S. Iyer Mgmt For For
1.5 Elect Director Carol L. Miltner Mgmt For For
1.6 Elect Director George D. Wells Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
03/02/04 QUALCOMM Inc. 747525103 01/02/04 55,000
AGM QCOM
1.1 Elect Director Adelia A. Coffman Mgmt For Withhold
1.2 Elect Director Raymond V. Dittamore Mgmt For For
1.3 Elect Director Irwin Mark Jacobs Mgmt For For
1.4 Elect Director Richard Sulpizio Mgmt For For
2 Amend Stock Option Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Declassify the Board of Directors ShrHoldr Against For
05/04/04 Quest Diagnostics, Incorporated 74834L100 With 03/08/04 7,300
AGM DGX
1.1 Elect Director William R. Grant Mgmt For For
1.2 Elect Director Surya N. Mohapatra Mgmt For For
1.3 Elect Director John C. Baldwin Mgmt For For
2 Ratify Auditors Mgmt For For
09/25/03 Quintiles Transnational Corp. 748767100 08/19/03 7,700
EGM QTRN
1 Approve Merger Agreement Mgmt For For
2 Adjourn Meeting Mgmt For Against
12/16/03 Qwest Communications International Inc. 749121109 10/27/03112,772
AGM Q
1.1 Elect Director Philip F. Anschutz Mgmt For Withhold
1.2 Elect Director Richard C. Notebaert Mgmt For For
1.3 Elect Director Frank F. Popoff Mgmt For For
2 Amend Employee Stock Purchase Plan Mgmt For For
Shareholder Proposals
3 Exclude Pension Credits from Net Income When Determining ShrHoldr For For
Executive Compensation
4 Declassify the Board of Directors ShrHoldr For Against
5 Submit Severance Agreement (Change-in-Control) to ShrHoldr For For
Shareholder Vote
6 Require Majority of Independent Directors on Board ShrHoldr Against For
7 Performance- Based/Indexed Options ShrHoldr Against Against
8 Performance- Based/Indexed Options ShrHoldr Against For
9 Expense Stock Options ShrHoldr Against For
05/25/04 Qwest Communications International Inc. 749121109 03/26/04125,072
AGM Q
1.1 Elect Director Thomas J. Donohue Mgmt For For
1.2 Elect Director Peter S. Hellman Mgmt For For
1.3 Elect Director Vinod Khosla Mgmt For For
1.4 Elect Director K. Dane Brooksher Mgmt For For
2 Declassify the Board of Directors Mgmt For Against
3 Separate Chairman and CEO Positions ShrHoldr Against Against
4 Submit Executive Pension Benefit to Vote ShrHoldr Against For
5 Require Majority of Independent Directors on Board ShrHoldr Against For
05/20/04 Radioshack Corp. 750438103 03/23/04 11,700
AGM RSH
1.1 Elect Director Frank J. Belatti Mgmt For For
1.2 Elect Director Ronald E. Elmquist Mgmt For For
1.3 Elect Director Robert S. Falcone Mgmt For For
1.4 Elect Director Daniel R. Feehan Mgmt For For
1.5 Elect Director Richard J. Hernandez Mgmt For For
1.6 Elect Director Lawrence V. Jackson Mgmt For Withhold
1.7 Elect Director Robert J. Kamerschen Mgmt For For
1.8 Elect Director H. Eugene Lockhart Mgmt For For
1.9 Elect Director Jack L. Messman Mgmt For For
1.10 Elect Director William G. Morton, Jr. Mgmt For For
1.11 Elect Director Thomas G. Plaskett Mgmt For For
1.12 Elect Director Leonard H. Roberts Mgmt For For
1.13 Elect Director Edwina D. Woodbury Mgmt For For
2 Approve Deferred Compensation Plan Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
05/05/04 Raytheon Co. 755111507 03/08/04 29,500
AGM RTN
1.1 Elect Director John M. Deutch Mgmt For For
1.2 Elect Director Michael C. Ruettgers Mgmt For For
1.3 Elect Director William R. Spivey Mgmt For For
1.4 Elect Director William H. Swanson Mgmt For For
1.5 Elect Director Linda G. Stuntz Mgmt For For
2 Ratify Auditors Mgmt For For
3 Develop Ethical Criteria for Military Contracts ShrHoldr Against Against
4 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
5 Declassify the Board of Directors ShrHoldr Against Against
6 Implement MacBride Principles ShrHoldr Against Against
7 Expense Stock Options ShrHoldr Against For
8 Submit Executive Pension Benefit to Vote ShrHoldr Against For
9 Limit Executive Compensation ShrHoldr Against Against
06/08/04 Regions Financial Corp. 758940100 04/27/04 15,800
AGM RF
1 Approve Merger Agreement Mgmt For For
2.1 Elect Director Margaret H. Greene Mgmt For Withhold
2.2 Elect Director Carl E. Jones, Jr. Mgmt For For
2.3 Elect Director Susan W. Matlock Mgmt For For
2.4 Elect Director John H. Watson Mgmt For For
3 Ratify Auditors Mgmt For For
4 Adjourn Meeting Mgmt For Against
5 Require a Majority Vote for the Election of Directors ShrHoldr Against Against
05/04/04 Robert Half International Inc. 770323103 With 03/11/04 12,200
AGM RHI
1.1 Elect Director Andrew S. Berwick, Jr. Mgmt For For
1.2 Elect Director Frederick P. Furth Mgmt For For
1.3 Elect Director Edward W. Gibbons Mgmt For For
1.4 Elect Director Harold M. Messmer, Jr. Mgmt For For
1.5 Elect Director Thomas J. Ryan Mgmt For For
1.6 Elect Director J. Stephen Schaub Mgmt For For
1.7 Elect Director M. Keith Waddell Mgmt For For
2 Ratify Auditors Mgmt For For
02/04/04 Rockwell Automation Inc 773903109 With 12/08/03 12,300
AGM ROK
A.1 Elect Director Don H. Davis, Jr. Mgmt For For
A.2 Elect Director William H. Gray, III Mgmt For For
A.3 Elect Director William T. McCormick, Jr. Mgmt For For
A.4 Elect Director Keith D. Nosbusch Mgmt For For
B Ratify Auditors Mgmt For For
C Amend Omnibus Stock Plan Mgmt For For
02/10/04 Rockwell Collins, Inc. 774341101 With 12/15/03 12,400
AGM COL
1.1 Elect Director Donald R. Beall Mgmt For For
1.2 Elect Director Richard J. Ferris Mgmt For For
2 Ratify Auditors Mgmt For For
05/03/04 Rohm and Haas Co. 775371107 03/05/04 15,813
AGM ROH
1.1 Elect Director William J. Avery Mgmt For For
1.2 Elect Director J. Michael Fitzpatrick Mgmt For For
1.3 Elect Director Earl G. Graves, Sr. Mgmt For For
1.4 Elect Director Raj L. Gupta Mgmt For For
1.5 Elect Director David W. Haas Mgmt For For
1.6 Elect Director Thomas W. Haas Mgmt For For
1.7 Elect Director James A. Henderson Mgmt For For
1.8 Elect Director Richard L. Keyser Mgmt For For
1.9 Elect Director Jorge P. Montoya Mgmt For For
1.10 Elect Director Sandra O. Moose Mgmt For For
1.11 Elect Director Gilbert S. Omenn Mgmt For For
1.12 Elect Director Gary L. Rogers Mgmt For For
1.13 Elect Director Ronaldo H. Schmitz Mgmt For For
1.14 Elect Director Marna C. Whittington Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Amend Omnibus Stock Plan Mgmt For For
5 Ratify Auditors Mgmt For For
6 Other Business Mgmt For Against
04/23/04 Rowan Companies, Inc. 779382100 With 03/01/04 7,100
AGM RDC
1.1 Elect Director William T. Fox III Mgmt For For
1.2 Elect Director Sir Graham Hearne Mgmt For For
1.3 Elect Director H. E. Lentz Mgmt For For
1.4 Elect Director P. Dexter Peacock Mgmt For For
05/07/04 Ryder System, Inc. 783549108 With 03/12/04 4,600
AGM R
1.1 Elect Director John M. Berra Mgmt For For
1.2 Elect Director David I. Fuente Mgmt For For
1.3 Elect Director Eugene A. Renna Mgmt For For
1.4 Elect Director Abbie J. Smith Mgmt For For
1.5 Elect Director Christine A. Varney Mgmt For For
2 Ratify Auditors Mgmt For For
05/04/04 Sabre Holdings Corporation 785905100 With 03/15/04 10,249
AGM TSG
1.1 Elect Director Royce S. Caldwell Mgmt For For
1.2 Elect Director Paul C. Ely, Jr. Mgmt For For
1.3 Elect Director Glenn W. Marschel, Jr. Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Employee Stock Purchase Plan Mgmt For For
05/05/04 SAFECO Corp. 786429100 With 03/08/04 9,900
AGM SAFC
1.1 Elect Director Robert S. Cline Mgmt For For
1.2 Elect Director G. Thompson Hutton Mgmt For For
1.3 Elect Director William W. Krippaehne, Jr. Mgmt For For
1.4 Elect Director Michael S. McGavick Mgmt For For
2 Ratify Auditors Mgmt For For
3 Limit Executive Compensation ShrHoldr Against Against
05/20/04 Safeway Inc. 786514208 03/25/04 31,400
AGM SWY
1.1 Elect Director Steven A. Burd Mgmt For Withhold
1.2 Elect Director Robert I. MacDonnell Mgmt For For
1.3 Elect Director William Y. Tauscher Mgmt For For
2 Ratify Auditors Mgmt For For
3 Declassify the Board of Directors Mgmt For Against
4 Approve Repricing of Options Mgmt For For
5 Amend Bylaws to Require Independent Director as Chairman ShrHoldr Against For
of the Board
6 Provide for Cumulative Voting ShrHoldr Against Against
7 Report on Genetically Modified Organisms (GMO) ShrHoldr Against Against
8 Prepare Sustainability Report ShrHoldr Against Against
9 Report on Political Contributions ShrHoldr Against Against
10 Expense Stock Options ShrHoldr Against For
01/26/04 Sanmina-SCI Corp. 800907107 With 12/01/03 33,900
AGM SANM
1.1 Elect Director John C. Bolger Mgmt For For
1.2 Elect Director Neil R. Bonke Mgmt For For
1.3 Elect Director Randy W. Furr Mgmt For For
1.4 Elect Director Mario M. Rosati Mgmt For For
1.5 Elect Director A. Eugene Sapp, Jr. Mgmt For For
1.6 Elect Director Wayne Shortridge Mgmt For For
1.7 Elect Director Peter J. Simone Mgmt For For
1.8 Elect Director Jure Sola Mgmt For For
1.9 Elect Director Bernard V Vonderschmitt Mgmt For For
1.10 Elect Director Jacqueline M. Ward Mgmt For For
2 Ratify Auditors Mgmt For For
10/30/03 Sara Lee Corp. 803111103 09/02/03 50,600
AGM SLE
1.1 Elect Director J.T. Battenberg III Mgmt For For
1.2 Elect Director Charles W. Coker Mgmt For For
1.3 Elect Director James S. Crown Mgmt For For
1.4 Elect Director Willie D. Davis Mgmt For For
1.5 Elect Director Vernon E. Jordan, Jr. Mgmt For For
1.6 Elect Director Laurette T. Koellner Mgmt For For
1.7 Elect Director Cornelis J.A. Van Lede Mgmt For For
1.8 Elect Director Joan D. Manley Mgmt For For
1.9 Elect Director Cary D. McMillan Mgmt For For
1.10 Elect Director C. Steven McMillan Mgmt For For
1.11 Elect Director Rozanne L. Ridgway Mgmt For For
1.12 Elect Director Richard L. Thomas Mgmt For For
2 Ratify Auditors Mgmt For For
Shareholder Proposals
3 Report on Charitable Contributions ShrHoldr Against Against
4 Implement and Monitor Code of Corporate Conduct - ILO ShrHoldr Against Abstain
Standards
04/30/04 SBC Communications Inc. 78387G103 03/02/04227,660
AGM SBC
1.1 Elect Director James E. Barnes Mgmt For For
1.2 Elect Director James A. Henderson Mgmt For For
1.3 Elect Director John B. McCoy Mgmt For For
1.4 Elect Director S. Donley Ritchey Mgmt For For
1.5 Elect Director Joyce M. Roche Mgmt For For
1.6 Elect Director Patricia P. Upton Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Bylaws Mgmt For Against
4 Report on Political Contributions/Activities ShrHoldr Against Against
5 Change Size of Board of Directors ShrHoldr Against Against
04/27/04 Schering-Plough Corp. 806605101 With 03/05/04104,100
AGM SGP
1.1 Elect Director Fred Hassan Mgmt For For
1.2 Elect Director Philip Leder, M.D. Mgmt For For
1.3 Elect Director Eugene R. McGrath Mgmt For For
1.4 Elect Director Richard de J. Osborne Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
04/14/04 Schlumberger Ltd. 806857108 02/25/04 40,200
AGM SLB
Meeting for Holders of ADRs
1.1 Elect Director J. Deutch Mgmt For For
1.2 Elect Director J.S. Gorelick Mgmt For For
1.3 Elect Director A. Gould Mgmt For For
1.4 Elect Director T. Isaac Mgmt For For
1.5 Elect Director A. Lajous Mgmt For For
1.6 Elect Director A. Levy-Lang Mgmt For For
1.7 Elect Director D. Primat Mgmt For For
1.8 Elect Director T. Sandvold Mgmt For For
1.9 Elect Director N. Seydoux Mgmt For For
1.10 Elect Director L.G. Stuntz Mgmt For For
2 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Mgmt For For
3 APPROVAL OF ADOPTION OF THE 2004 STOCK AND DEFERRAL PLAN Mgmt For For
FOR NON-EMPLOYEE DIRECTORS
4 APPROVAL OF AUDITORS Mgmt For For
11/07/03 Scientific-Atlanta, Inc. 808655104 09/15/03 9,900
AGM SFA
1.1 Elect Director Marion H. Antonini Mgmt For For
1.2 Elect Director David J. McLaughlin Mgmt For For
1.3 Elect Director James V. Napier Mgmt For Withhold
1.4 Elect Director Sam Nunn Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
05/05/04 Sealed Air Corp. 81211K100 With 03/08/04 6,076
AGM SEE
1.1 Elect Director Hank Brown Mgmt For For
1.2 Elect Director Michael Chu Mgmt For For
1.3 Elect Director Lawrence R. Codey Mgmt For For
1.4 Elect Director T.J. Dermot Dunphy Mgmt For For
1.5 Elect Director Charles F. Farrell, Jr. Mgmt For For
1.6 Elect Director William V. Hickey Mgmt For For
1.7 Elect Director Kenneth P. Manning Mgmt For For
1.8 Elect Director William J. Marino Mgmt For For
2 Ratify Auditors Mgmt For For
05/13/04 Sears, Roebuck & Co. 812387108 03/15/04 17,900
AGM S
1.1 Elect Director William L. Bax Mgmt For For
1.2 Elect Director Donald J. Carty Mgmt For For
1.3 Elect Director Alan J. Lacy Mgmt For For
1.4 Elect Director Hugh B. Price Mgmt For For
2 Ratify Auditors Mgmt For For
3 Declassify the Board of Directors ShrHoldr Against Against
4 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
5 Establish Other Board Committee ShrHoldr Against For
05/04/04 Sempra Energy 816851109 03/09/04 16,075
AGM SRE
1.1 Elect Director Stephen L. Baum Mgmt For For
1.2 Elect Director Wilford D. Godbold, Jr. Mgmt For For
1.3 Elect Director Richard G. Newman Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Declassify the Board of Directors ShrHoldr Against Against
5 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
6 Prohibit Auditor from Providing Non-Audit Services ShrHoldr Against Against
7 Separate Chairman and CEO Positions ShrHoldr Against Against
06/23/04 Siebel Systems, Inc. 826170102 04/29/04 35,100
AGM SEBL
1.1 Elect Director C. Scott Hartz Mgmt For For
1.2 Elect Director Charles R. Schwab Mgmt For For
1.3 Elect Director George T. Shaheen Mgmt For For
1.4 Elect Director John W. White Mgmt For For
2 Ratify Auditors Mgmt For For
3 Expense Stock Options ShrHoldr Abstain For
05/04/04 Sigma-Aldrich Corp. 826552101 With 03/05/04 5,000
AGM SIAL
1.1 Elect Director Nina V. Fedoroff Mgmt For For
1.2 Elect Director David R. Harvey Mgmt For For
1.3 Elect Director W. Lee McCollum Mgmt For For
1.4 Elect Director William C. O'Neil, Jr. Mgmt For For
1.5 Elect Director J. Pedro Reinhard Mgmt For For
1.6 Elect Director Jerome W. Sandweiss Mgmt For For
1.7 Elect Director D. Dean Spatz Mgmt For For
1.8 Elect Director Barrett A. Toan Mgmt For For
2 Ratify Auditors Mgmt For For
3 Increase Authorized Common Stock Mgmt For For
05/05/04 Simon Property Group, Inc. 828806109 With 03/08/04 13,600
AGM SPG
1.1 Elect Director Birch Bayh Mgmt For For
1.2 Elect Director Melvyn E. Bergstein Mgmt For For
1.3 Elect Director Linda Walker Bynoe Mgmt For For
1.4 Elect Director Karen N. Horn Mgmt For For
1.5 Elect Director G. William Miller Mgmt For For
1.6 Elect Director J. Albert Smith, Jr. Mgmt For For
1.7 Elect Director Pieter S. van den Berg Mgmt For For
2 Ratify Auditors Mgmt For For
3 Separate Chairman and CEO Positions ShrHoldr Against Against
05/13/04 SLM Corp. 78442P106 With 03/15/04 31,900
AGM SLM
1.1 Elect Director Charles L. Daley Mgmt For For
1.2 Elect Director William M. Diefenderfer, III Mgmt For For
1.3 Elect Director Thomas J. Fitzpatrick Mgmt For For
1.4 Elect Director Edward A. Fox Mgmt For For
1.5 Elect Director Diane Suitt Gilleland Mgmt For For
1.6 Elect Director Earl A. Goode Mgmt For For
1.7 Elect Director Ann Torre Grant Mgmt For For
1.8 Elect Director Ronald F. Hunt Mgmt For For
1.9 Elect Director Benjamin J. Lambert, III Mgmt For For
1.10 Elect Director Albert L. Lord Mgmt For For
1.11 Elect Director Barry A. Munitz Mgmt For For
1.12 Elect Director A. Alexander Porter, Jr. Mgmt For For
1.13 Elect Director Wolfgang Schoellkopf Mgmt For For
1.14 Elect Director Steven L. Shapiro Mgmt For For
1.15 Elect Director Barry L. Williams Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
04/22/04 Snap-On Inc. 833034101 With 02/23/04 4,100
AGM SNA
1.1 Elect Director John F. Fiedler Mgmt For For
1.2 Elect Director W. Dudley Lehman Mgmt For For
1.3 Elect Director Frank S. Ptak Mgmt For For
1.4 Elect Director Edward H. Rensi Mgmt For For
2 Ratify Auditors Mgmt For For
01/07/04 Solectron Corp. 834182107 11/18/03 55,200
AGM SLR
1.1 Elect Director William A. Hasler Mgmt For For
1.2 Elect Director Michael R. Cannon Mgmt For For
1.3 Elect Director Richard A. D'Amore Mgmt For For
1.4 Elect Director Heinz Fridrich Mgmt For For
1.5 Elect Director William R. Graber Mgmt For For
1.6 Elect Director Dr. Paul R. Low Mgmt For For
1.7 Elect Director C. Wesley M. Scott Mgmt For For
1.8 Elect Director Osamu Yamada Mgmt For For
1.9 Elect Director Cyril Yansouni Mgmt For For
2 Approve Option Exchange Program Mgmt For Against
3 Ratify Auditors Mgmt For For
05/26/04 Southern Company 842587107 With 03/29/04 51,900
AGM SO
1.1 Elect Director Daniel P. Amos Mgmt For For
1.2 Elect Director Dorrit J. Bern Mgmt For For
1.3 Elect Director Francis S. Blake Mgmt For For
1.4 Elect Director Thomas F. Chapman Mgmt For For
1.5 Elect Director H. Allen Franklin Mgmt For For
1.6 Elect Director Bruce S. Gordon Mgmt For For
1.7 Elect Director Donald M. James Mgmt For For
1.8 Elect Director Zack T. Pate Mgmt For For
1.9 Elect Director J. Neal Purcell Mgmt For For
1.10 Elect Director David M. Ratcliffe Mgmt For For
1.11 Elect Director Gerald J. St. Pe Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Outside Director Stock in Lieu of Cash Mgmt For For
04/21/04 SouthTrust Corp. 844730101 With 02/20/04 22,900
AGM SOTR
1.1 Elect Director Carl F. Bailey Mgmt For For
1.2 Elect Director John M. Bradford Mgmt For For
1.3 Elect Director William C. Hulsey Mgmt For For
1.4 Elect Director Wallace D. Malone, Jr. Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Approve Omnibus Stock Plan Mgmt For For
05/19/04 Southwest Airlines Co. 844741108 03/23/04 55,700
AGM LUV
1.1 Elect Director Herbert D. Kelleher Mgmt For Withhold
1.2 Elect Director Rollin W. King Mgmt For For
1.3 Elect Director June M. Morris Mgmt For Withhold
1.4 Elect Director C. Webb Crockett Mgmt For Withhold
1.5 Elect Director William P. Hobby Mgmt For For
1.6 Elect Director Travis C. Johnson Mgmt For For
2 Ratify Auditors Mgmt For For
04/20/04 Sprint Corp. 852061100 02/20/04 73,499
AGM FON 852061506
1.1 Elect Director Gordon M. Bethune Mgmt For For
1.2 Elect Director E. Linn Draper, Jr. Mgmt For For
1.3 Elect Director Deborah A. Henretta Mgmt For For
1.4 Elect Director Linda Koch Lorimer Mgmt For Withhold
2 Ratify Auditors Mgmt For For
3 Performance- Based/Indexed Options ShrHoldr Against For
4 Limit Executive Compensation ShrHoldr Against Against
5 Separate Chairman and CEO Positions ShrHoldr Against Against
6 Report on Foreign Outsourcing ShrHoldr Against Abstain
05/12/04 St. Jude Medical, Inc. 790849103 With 03/15/04 12,142
AGM STJ
1.1 Elect Director Michael A. Rocca Mgmt For For
1.2 Elect Director David A. Thompson Mgmt For For
1.3 Elect Director Stefan K. Widensohler Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Increase Authorized Common Stock Mgmt For For
5 Limit Executive Compensation ShrHoldr Against Against
06/17/04 Staples, Inc. 855030102 04/19/04 35,350
AGM SPLS
1.1 Elect Director Arthur M. Blank Mgmt For For
1.2 Elect Director Gary L. Crittenden Mgmt For For
1.3 Elect Director Martin Trust Mgmt For For
1.4 Elect Director Paul F. Walsh Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Amend Employee Stock Purchase Plan Mgmt For For
4 Amend Employee Stock Purchase Plan Mgmt For For
5 Ratify Auditors Mgmt For For
6 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against Against
Shareholder Vote
7 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
8 Limit Executive Compensation ShrHoldr Against Against
9 Prohibit Auditor from Providing Non-Audit Services ShrHoldr Against Against
03/30/04 Starbucks Corp. 855244109 With 01/26/04 26,800
AGM SBUX
1.1 Elect Director William W. (Bill) Bradley Mgmt For For
1.2 Elect Director Gregory B. Maffei Mgmt For For
1.3 Elect Director Orin C. Smith Mgmt For For
1.4 Elect Director Olden Lee Mgmt For For
2 Ratify Auditors Mgmt For For
05/07/04 Starwood Hotels & Resorts Worldwide, Inc. 85590A203 03/19/04 14,400
AGM HOT
1.1 Elect Director Eric Hippeau Mgmt For For
1.2 Elect Director Daniel Yih Mgmt For For
1.3 Elect Director Kneeland Youngblood Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Declassify the Board of Directors Mgmt For Against
04/21/04 State Street Corp. (Boston) 857477103 With 02/27/04 22,900
AGM STT
1.1 Elect Director Kennett Burnes Mgmt For For
1.2 Elect Director David Gruber Mgmt For For
1.3 Elect Director Linda Hill Mgmt For For
1.4 Elect Director Charles Lamantia Mgmt For For
1.5 Elect Director Robert Weissman Mgmt For For
2 Exempt Board of Directors from Massachusetts General Laws, ShrHoldr Against Against
Chapter 156B, Section 50A(a)
04/20/04 Stryker Corp. 863667101 02/27/04 13,700
AGM SYK
1.1 Elect Director John W. Brown Mgmt For For
1.2 Elect Director Howard E. Cox, Jr. Mgmt For For
1.3 Elect Director Donald M. Engelman, Ph.D. Mgmt For Withhold
1.4 Elect Director Jerome H. Grossman, M.D. Mgmt For For
1.5 Elect Director John S. Lillard Mgmt For For
1.6 Elect Director William U. Parfet Mgmt For For
1.7 Elect Director Ronda E. Stryker Mgmt For Withhold
2 Increase Authorized Common Stock Mgmt For For
11/13/03 Sun Microsystems, Inc. 866810104 10/02/03215,100
AGM SUNW
1.1 Elect Director Scott G. McNealy Mgmt For For
1.2 Elect Director James L. Barksdale Mgmt For For
1.3 Elect Director L. John Doerr Mgmt For For
1.4 Elect Director Robert J. Fisher Mgmt For For
1.5 Elect Director Michael E. Lehman Mgmt For For
1.6 Elect Director Robert L. Long Mgmt For For
1.7 Elect Director M. Kenneth Oshman Mgmt For For
1.8 Elect Director Naomi O. Seligman Mgmt For For
1.9 Elect Director Lynn E. Turner Mgmt For For
2 Amend Employee Stock Purchase Plan Mgmt For For
3 Ratify Auditors Mgmt For For
Shareholder Proposal
4 Implement China Principles ShrHoldr Against Against
05/14/04 SunGard Data Systems Inc. 867363103 03/15/04 20,300
AGM SDS
1.1 Elect Director Gregory S. Bentley Mgmt For Withhold
1.2 Elect Director Michael C. Brooks Mgmt For For
1.3 Elect Director Cristobal Conde Mgmt For For
1.4 Elect Director Ramon de Oliveira Mgmt For For
1.5 Elect Director Henry C. Duques Mgmt For For
1.6 Elect Director Albert A. Eisenstat Mgmt For For
1.7 Elect Director Bernard Goldstein Mgmt For For
1.8 Elect Director Janet Brutschea Haugen Mgmt For For
1.9 Elect Director James L. Mann Mgmt For For
1.10 Elect Director Malcolm I. Ruddock Mgmt For For
2 Ratify Auditors Mgmt For For
04/20/04 SunTrust Banks, Inc. 867914103 With 02/20/04 19,400
AGM STI
1.1 Elect Director J. Hicks Lanier Mgmt For For
1.2 Elect Director Larry L. Prince Mgmt For For
1.3 Elect Director Frank S. Royal, M.D. Mgmt For For
1.4 Elect Director Robert M. Beall, II Mgmt For For
1.5 Elect Director Jeffrey C. Crowe Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
05/26/04 SUPERVALU, Inc. 868536103 With 04/01/04 9,600
AGM SVU
1.1 Elect Director Charles M. Lillis Mgmt For For
1.2 Elect Director Jeffrey Noodle Mgmt For For
1.3 Elect Director Steven S. Rogers Mgmt For For
1.4 Elect Director Ronald E. Daly Mgmt For For
1.5 Elect Director Marissa Peterson Mgmt For For
2 Ratify Auditors Mgmt For For
3 Require Affirmative Vote of the Majority of the Shares to ShrHoldr Against Against
Elect Directors
08/21/03 Symantec Corp. 871503108 07/08/03 9,600
AGM SYMC
1.1 Elect Director Tania Amochaev Mgmt For For
1.2 Elect Director William Coleman Mgmt For For
1.3 Elect Director Dr. Per-Kristian Halvorsen Mgmt For For
1.4 Elect Director David Mahoney Mgmt For For
1.5 Elect Director Robert S. Miller Mgmt For For
1.6 Elect Director Bill Owens Mgmt For For
1.7 Elect Director George Reyes Mgmt For For
1.8 Elect Director Daniel H. Schulman Mgmt For For
1.9 Elect Director John W. Thompson Mgmt For For
2 Increase Authorized Common Stock Mgmt For For
3 Amend Stock Option Plan Mgmt For Against
4 Approve Executive Incentive Bonus Plan Mgmt For For
5 Ratify Auditors Mgmt For For
04/26/04 Symbol Technologies, Inc. 871508107 With 03/01/04 15,800
AGM SBL
1.1 Elect Director William R. Nuti Mgmt For For
1.2 Elect Director Robert J. Chrenc Mgmt For For
1.3 Elect Director Salvatore Iannuzzi Mgmt For For
1.4 Elect Director Edward Kozel Mgmt For For
1.5 Elect Director George Samenuk Mgmt For For
1.6 Elect Director Melvin A. Yellin Mgmt For For
2 Amend Executive Incentive Bonus Plan Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Ratify Auditors Mgmt For For
04/22/04 Synovus Financial Corp. 87161C105 With 02/17/04 20,800
AGM SNV
1.1 Elect Director James H. Blanchard Mgmt For For
1.2 Elect Director C. Edward Floyd Mgmt For For
1.3 Elect Director Gardiner W. Garrard Jr Mgmt For For
1.4 Elect Director V. Nathaniel Hansford Mgmt For For
1.5 Elect Director Alfred W. Jones III Mgmt For For
1.6 Elect Director H. Lynn Page Mgmt For For
1.7 Elect Director James D. Yancey Mgmt For For
1.8 Elect Director Frank W. Brumley Mgmt For For
1.9 Elect Director Elizabeth W. Camp Mgmt For For
1.10 Elect Director T. Michael Goodrich Mgmt For For
1.11 Elect Director J. Neal Purcell Mgmt For For
1.12 Elect Director William B. Turner, Jr Mgmt For For
2 Ratify Auditors Mgmt For For
11/07/03 SYSCO Corporation 871829107 09/09/03 42,400
AGM SYY
1.1 Elect Director Jonathan Golden as Class II Director Mgmt For Withhold
1.2 Elect Director Joseph A. Hafner, Jr. as Class II Director Mgmt For For
1.3 Elect Director Thomas E. Lankford as Class II Director Mgmt For Withhold
1.4 Elect Director Richard J. Schnieders as Class II Director Mgmt For Withhold
1.5 Elect Director John K. Stubblefield, Jr. as Class III Mgmt For For
Director
2 Increase Authorized Common Stock Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For Against
Shareholder Proposal
4 Report on the Impact of Genetically Engineered Products ShrHoldr Against Abstain
04/08/04 T. Rowe Price Group, Inc. 74144T108 02/06/04 6,934
AGM TROW
1.1 Elect Director Edward C. Bernard Mgmt For For
1.2 Elect Director James T. Brady Mgmt For For
1.3 Elect Director D. William J. Garrett Mgmt For For
1.4 Elect Director Donald B. Hebb, Jr. Mgmt For For
1.5 Elect Director James A.C. Kennedy Mgmt For For
1.6 Elect Director James S. Riepe Mgmt For For
1.7 Elect Director George A. Roche Mgmt For For
1.8 Elect Director Brian C. Rogers Mgmt For For
1.9 Elect Director Dr. Alfred Sommer Mgmt For For
1.10 Elect Director Dwight S. Taylor Mgmt For For
1.11 Elect Director Anne Marie Whittemore Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For Against
4 Other Business Mgmt For Against
05/19/04 Target Corporation 87612E106 With 03/22/04 64,600
AGM TGT
1.1 Elect Director Calvin Darden Mgmt For For
1.2 Elect Director Michele J. Hooper Mgmt For For
1.3 Elect Director Anne M. Mulcahy Mgmt For For
1.4 Elect Director Stephen W. Sanger Mgmt For For
1.5 Elect Director Warren R. Staley Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Stock Option Plan Mgmt For For
04/28/04 TECO Energy, Inc. 872375100 02/18/04 12,900
AGM TE
1.1 Elect Director Tom L. Rankin Mgmt For For
1.2 Elect Director William D. Rockford Mgmt For For
1.3 Elect Director J. Thomas Touchton Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Limit Executive Compensation ShrHoldr Against Against
5 Expense Stock Options ShrHoldr Against For
09/25/03 Tektronix, Inc. 879131100 07/21/03 5,500
AGM TEK
1.1 Elect Director Gerry B. Cameron Mgmt For For
1.2 Elect Director Cyril J. Yansouni Mgmt For For
Shareholder Proposal
2 Refrain from Doing Business in China ShrHoldr Against Against
04/22/04 Tellabs, Inc. 879664100 With 02/23/04 28,600
AGM TLAB
1.1 Elect Director Michael J. Birck Mgmt For For
1.2 Elect Director Frederick A. Krehbiel Mgmt For For
1.3 Elect Director Krish A. Prabhu Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
05/07/04 Temple-Inland Inc. 879868107 With 03/10/04 2,509
AGM TIN
1.1 Elect Director Donald M. Carlton Mgmt For For
1.2 Elect Director E. Linn Draper, Jr. Mgmt For For
1.3 Elect Director Jeffrey M. Heller Mgmt For For
1.4 Elect Director Kenneth M. Jastrow, II Mgmt For For
1.5 Elect Director James A. Johnson Mgmt For For
2 Ratify Auditors Mgmt For For
07/23/03 Tenet Healthcare Corp. 88033G100 06/02/03 30,800
AGM THC
1.1 Elect Director Lawrence Biondi, S.J. Mgmt For For
1.2 Elect Director Van B. Honeycutt Mgmt For For
1.3 Elect Director Edward A. Kangas Mgmt For For
2 Declassify the Board of Directors Mgmt For Against
3 Ratify Auditors Mgmt For For
Shareholder Proposal
4 Require Majority of Independent Directors on Board ShrHoldr Against Against
05/06/04 Tenet Healthcare Corp. 88033G100 With 03/11/04 32,900
AGM THC
1.1 Elect Director Trevor Fetter Mgmt For For
1.2 Elect Director Van B. Honeycutt Mgmt For For
1.3 Elect Director John C. Kane Mgmt For For
1.4 Elect Director Edward A. Kangas Mgmt For For
1.5 Elect Director J. Robert Kerrey Mgmt For For
1.6 Elect Director Richard R. Pettingill Mgmt For For
2 Ratify Auditors Mgmt For For
05/27/04 Teradyne, Inc. 880770102 With 04/05/04 13,500
AGM TER
1.1 Elect Director John P. Mulroney Mgmt For For
1.2 Elect Director Patricia S. Wolpert Mgmt For For
2 Amend Employee Stock Purchase Plan Mgmt For For
3 Ratify Auditors Mgmt For For
04/15/04 Texas Instruments Inc. 882508104 02/17/04118,900
AGM TXN
1.1 Elect Director James R. Adams Mgmt For For
1.2 Elect Director David L. Boren Mgmt For For
1.3 Elect Director Daniel A. Carp Mgmt For For
1.4 Elect Director Thomas J. Engibous Mgmt For For
1.5 Elect Director Gerald W. Fronterhouse Mgmt For For
1.6 Elect Director David R. Goode Mgmt For For
1.7 Elect Director Wayne R. Sanders Mgmt For For
1.8 Elect Director Ruth J. Simmons Mgmt For For
1.9 Elect Director Richard K. Templeton Mgmt For For
1.10 Elect Director Christine Todd Whitman Mgmt For For
2 Ratify Auditors Mgmt For For
3 Expense Stock Options ShrHoldr Against For
04/28/04 Textron Inc. 883203101 With 03/05/04 9,700
AGM TXT
1.1 Elect Director Kathleen M. Bader Mgmt For For
1.2 Elect Director R. Kerry Clark Mgmt For For
1.3 Elect Director Ivor J. Evans Mgmt For For
1.4 Elect Director Lord Powell of Bayswater KCMG Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Approve Stock-for-Salary/Bonus Plan Mgmt For For
4 Ratify Auditors Mgmt For For
5 Report on Foreign Weapons Sales ShrHoldr Against Against
6 Report on Political Contributions/Activities ShrHoldr Against Against
7 Cease Charitable Contributions ShrHoldr Against Against
04/28/04 The AES Corp. 00130H105 With 03/03/04 42,800
AGM AES
1.1 Elect Director Richard Darman Mgmt For For
1.2 Elect Director Alice F. Emerson Mgmt For For
1.3 Elect Director Paul T. Hanrahan Mgmt For For
1.4 Elect Director Kristina M. Johnson Mgmt For For
1.5 Elect Director John A. Koskinen Mgmt For For
1.6 Elect Director Philip Lader Mgmt For For
1.7 Elect Director John H. McArthur Mgmt For For
1.8 Elect Director Sandra O. Moose Mgmt For For
1.9 Elect Director Philip A. Odeen Mgmt For For
1.10 Elect Director Charles O. Rossotti Mgmt For For
1.11 Elect Director Sven Sandstrom Mgmt For For
1.12 Elect Director Roger W. Sant Mgmt For For
2 Ratify Auditors Mgmt For For
05/18/04 The Allstate Corp. 020002101 With 03/19/04 49,782
AGM ALL
1.1 Elect Director F. Duane Ackerman Mgmt For For
1.2 Elect Director James G. Andress Mgmt For For
1.3 Elect Director Edward A. Brennan Mgmt For For
1.4 Elect Director W. James Farrell Mgmt For For
1.5 Elect Director Jack M. Greenberg Mgmt For For
1.6 Elect Director Ronald T. LeMay Mgmt For For
1.7 Elect Director Edward M. Liddy Mgmt For For
1.8 Elect Director J. Christopher Reyes Mgmt For For
1.9 Elect Director H. John Riley, Jr. Mgmt For For
1.10 Elect Director Joshua I. Smith Mgmt For For
1.11 Elect Director Judith A. Sprieser Mgmt For For
1.12 Elect Director Mary Alice Taylor Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Executive Incentive Bonus Plan Mgmt For For
4 Amend Executive Incentive Bonus Plan Mgmt For For
5 Provide for Cumulative Voting ShrHoldr Against Against
04/13/04 The Bank Of New York Co., Inc. 064057102 02/23/04 53,100
AGM BK
1.1 Elect Director Frank J. Biondi, Jr. Mgmt For For
1.2 Elect Director Nicholas M. Donofrio Mgmt For For
1.3 Elect Director Alan R. Griffith Mgmt For For
1.4 Elect Director Gerald L. Hassell Mgmt For For
1.5 Elect Director Richard J. Kogan Mgmt For For
1.6 Elect Director Michael J. Kowalski Mgmt For For
1.7 Elect Director John A. Luke, Jr. Mgmt For For
1.8 Elect Director John C. Malone Mgmt For For
1.9 Elect Director Paul Myners, CBE Mgmt For For
1.10 Elect Director Robert C. Pozen Mgmt For For
1.11 Elect Director Catherine A. Rein Mgmt For For
1.12 Elect Director Thomas A. Renyi Mgmt For For
1.13 Elect Director William C. Richardson Mgmt For For
1.14 Elect Director Brian L. Roberts Mgmt For For
1.15 Elect Director Samuel C. Scott III Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Executive Incentive Bonus Plan Mgmt For For
4 Report on Political Contributions ShrHoldr Against Against
5 Limit Executive Compensation ShrHoldr Against Against
6 Limit Composition of Committee to Independent Directors ShrHoldr Against Against
7 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
03/31/04 The Bear Stearns Companies Inc. 073902108 02/19/04 6,831
AGM BSC
1.1 Elect Director James E. Cayne Mgmt For For
1.2 Elect Director Carl D. Glickman Mgmt For For
1.3 Elect Director Alan C. Greenberg Mgmt For For
1.4 Elect Director Donald J. Harrington Mgmt For For
1.5 Elect Director William L. Mack Mgmt For For
1.6 Elect Director Frank T. Nickell Mgmt For For
1.7 Elect Director Paul A. Novelly Mgmt For For
1.8 Elect Director Frederic V. Salerno Mgmt For For
1.9 Elect Director Alan D. Schwartz Mgmt For For
1.10 Elect Director Warren J. Spector Mgmt For For
1.11 Elect Director Vincent Tese Mgmt For For
2 Amend the Capital Accumulation Plan for Senior Managing Mgmt For Against
Directors
3 Amend Stock Option Plan Mgmt For Against
4 Approve Restricted Stock Plan Mgmt For Against
5 Ratify Auditors Mgmt For For
04/27/04 The Black & Decker Corp. 091797100 With 02/17/04 5,400
AGM BDK
1.1 Elect Director Nolan D. Archibald Mgmt For For
1.2 Elect Director Norman R. Augustine Mgmt For For
1.3 Elect Director Barbara L. Bowles Mgmt For For
1.4 Elect Director M. Anthony Burns Mgmt For For
1.5 Elect Director Kim B. Clark Mgmt For For
1.6 Elect Director Manuel A. Fernandez Mgmt For For
1.7 Elect Director Benjamin H. Griswold, IV Mgmt For For
1.8 Elect Director Anthony Luiso Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Restricted Stock Plan Mgmt For For
4 Limit Executive Compensation ShrHoldr Against Against
05/03/04 The Boeing Co. 097023105 03/05/04 59,560
AGM BA
1.1 Elect Director John H. Biggs Mgmt For Withhold
1.2 Elect Director John E. Bryson Mgmt For Withhold
1.3 Elect Director Linda Z. Cook Mgmt For For
1.4 Elect Director Rozanne L. Ridgway Mgmt For Withhold
2 Reduce Supermajority Vote Requirement Mgmt For For
3 Ratify Auditors Mgmt For For
4 Develop Ethical Criteria for Military Contracts ShrHoldr Against Against
5 Adopt Amended Workplace Code of Conduct ShrHoldr Against Abstain
6 Declassify the Board of Directors ShrHoldr Against Against
7 Amend Vote Requirements to Amend Articles/Bylaws/Charter ShrHoldr Against For
8 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against For
Shareholder Vote
9 Adopt a Policy that will Commit Executive & Directors to ShrHoldr Against For
Hold at least 75% of their Shares
10 Provide Employees Choice of Pension Plans at Retirement or ShrHoldr Against Against
Termination
05/17/04 The Charles Schwab Corp. 808513105 With 03/18/04 96,125
AGM SCH
1.1 Elect Director Donald G. Fisher Mgmt For For
1.2 Elect Director Paula A. Sneed Mgmt For For
1.3 Elect Director David B. Yoffie Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
04/27/04 The Chubb Corp. 171232101 With 03/08/04 13,400
AGM CB
1.1 Elect Director Zoe Baird Mgmt For For
1.2 Elect Director Sheila P. Burke Mgmt For For
1.3 Elect Director James I. Cash, Jr. Mgmt For For
1.4 Elect Director Joel J. Cohen Mgmt For For
1.5 Elect Director James M. Cornelius Mgmt For For
1.6 Elect Director John D. Finnegan Mgmt For For
1.7 Elect Director David H. Hoag Mgmt For For
1.8 Elect Director Klaus J. Mangold Mgmt For For
1.9 Elect Director Sir David G. Scholey, CBE Mgmt For For
1.10 Elect Director Raymond G. H. Seitz Mgmt For For
1.11 Elect Director Lawrence M. Small Mgmt For For
1.12 Elect Director Daniel E. Somers Mgmt For For
1.13 Elect Director Karen Hastie Williams Mgmt For For
1.14 Elect Director James M. Zimmerman Mgmt For For
1.15 Elect Director Alfred W. Zollar Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Approve Non-Employee Director Omnibus Stock Plan Mgmt For For
4 Ratify Auditors Mgmt For For
5 Report on Political Contributions/Activities ShrHoldr Against Against
11/19/03 The Clorox Company 189054109 With 09/22/03 14,400
AGM CLX
1.1 Elect Director Daniel Boggan, Jr. Mgmt For For
1.2 Elect Director Tully M. Friedman Mgmt For For
1.3 Elect Director Christoph Henkel Mgmt For For
1.4 Elect Director William R. Johnson Mgmt For For
1.5 Elect Director Gerald E. Johnston Mgmt For For
1.6 Elect Director Robert W. Matschullat Mgmt For For
1.7 Elect Director Gary G. Michael Mgmt For For
1.8 Elect Director Klaus Morwind Mgmt For For
1.9 Elect Director Jan L. Murley Mgmt For For
1.10 Elect Director Lary R. Scott Mgmt For For
1.11 Elect Director Michael E. Shannon Mgmt For For
1.12 Elect Director G. Craig Sullivan Mgmt For For
2 Approve Deferred Compensation Plan Mgmt For For
3 Ratify Auditors Mgmt For For
04/21/04 The Coca-Cola Company 191216100 02/23/04168,600
AGM KO
1.1 Elect Director Herbert A. Allen Mgmt For For
1.2 Elect Director Ronald W. Allen Mgmt For For
1.3 Elect Director Cathleen P. Black Mgmt For For
1.4 Elect Director Warren E. Buffett Mgmt For Withhold
1.5 Elect Director Douglas N. Daft Mgmt For For
1.6 Elect Director Barry Diller Mgmt For For
1.7 Elect Director Donald R. Keough Mgmt For For
1.8 Elect Director Susan Bennett King Mgmt For For
1.9 Elect Director Maria Elena Lagomasino Mgmt For For
1.10 Elect Director Donald F. Mchenry Mgmt For For
1.11 Elect Director Robert L. Nardelli Mgmt For For
1.12 Elect Director Sam Nunn Mgmt For For
1.13 Elect Director J. Pedro Reinhard Mgmt For For
1.14 Elect Director James D. Robinson III Mgmt For For
1.15 Elect Director Peter V. Ueberroth Mgmt For For
1.16 Elect Director James B. Williams Mgmt For For
2 Ratify Auditors Mgmt For For
3 Report on Operational Impact of HIV/AIDS Pandemic ShrHoldr For For
4 Report on Stock Option Distribution by Race and Gender ShrHoldr Against Abstain
5 Prohibit Awards to Executives ShrHoldr Against Against
6 Submit Executive Compensation to Vote ShrHoldr Against For
7 Submit Executive Compensation to Vote ShrHoldr Against Against
8 Implement China Principles ShrHoldr Against Against
9 Separate Chairman and CEO Positions ShrHoldr Against Against
05/13/04 The Dow Chemical Company 260543103 03/15/04 65,193
AGM DOW
1.1 Elect Director Arnold A. Allemang Mgmt For For
1.2 Elect Director John C. Danforth Mgmt For For
1.3 Elect Director Jeff M. Fettig Mgmt For For
1.4 Elect Director Andrew N. Liveris Mgmt For For
1.5 Elect Director James M. Ringler Mgmt For For
1.6 Elect Director William S. Stavropoulos Mgmt For For
2 Ratify Auditors Mgmt For For
3 Declassify the Board of Directors Mgmt For Against
4 Report on Social Initiatives in Bhopal ShrHoldr Against Abstain
05/12/04 The Gap, Inc. 364760108 With 03/15/04 63,462
AGM GPS
1.1 Elect Director Howard Behar Mgmt For For
1.2 Elect Director Adrian D.P. Bellamy Mgmt For For
1.3 Elect Director Donald G. Fisher Mgmt For For
1.4 Elect Director Doris F. Fisher Mgmt For For
1.5 Elect Director Robert J. Fisher Mgmt For For
1.6 Elect Director Glenda A. Hatchett Mgmt For For
1.7 Elect Director Penelope L. Hughes Mgmt For For
1.8 Elect Director Bob L. Martin Mgmt For For
1.9 Elect Director Jorge P. Montoya Mgmt For For
1.10 Elect Director Paul S. Pressler Mgmt For For
1.11 Elect Director James M. Schneider Mgmt For For
1.12 Elect Director Mayo A. Shattuck III Mgmt For For
1.13 Elect Director Margaret C. Whitman Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Limit Executive Compensation ShrHoldr Against Against
05/20/04 The Gillette Co. 375766102 03/22/04 71,700
AGM G
1.1 Elect Director Edward F. DeGraan Mgmt For For
1.2 Elect Director Wilbur H. Gantz Mgmt For For
1.3 Elect Director James M. Kilts Mgmt For For
1.4 Elect Director Jorge Paulo Lemann Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Declassify the Board of Directors ShrHoldr Against Against
5 Prohibit Auditor from Providing Non-Audit Services ShrHoldr Against For
6 Expense Stock Options ShrHoldr Against For
03/31/04 The Goldman Sachs Group, Inc. 38141G104 With 02/02/04 32,500
AGM GS
1.1 Elect Director Lloyd C. Blankfein Mgmt For For
1.2 Elect Director Lord Browne Of Madingley Mgmt For For
1.3 Elect Director Claes Dahlback Mgmt For For
1.4 Elect Director James A. Johnson Mgmt For For
1.5 Elect Director Lois D. Juliber Mgmt For For
2 Ratify Auditors Mgmt For For
3 Declassify the Board of Directors ShrHoldr Against Against
05/20/04 The Hartford Financial Services Group, Inc. 416515104 With 03/22/04 20,000
AGM HIG
1.1 Elect Director Ramani Ayer Mgmt For For
1.2 Elect Director Ronald E. Ferguson Mgmt For For
1.3 Elect Director Edward J. Kelly, III Mgmt For For
1.4 Elect Director Paul G. Kirk, Jr. Mgmt For For
1.5 Elect Director Thomas M. Marra Mgmt For For
1.6 Elect Director Gail J. McGovern Mgmt For For
1.7 Elect Director Robert W. Selander Mgmt For For
1.8 Elect Director Charles B. Strauss Mgmt For For
1.9 Elect Director H. Patrick Swygert Mgmt For For
1.10 Elect Director Gordon I. Ulmer Mgmt For For
1.11 Elect Director David K. Zwiener Mgmt For For
2 Ratify Auditors Mgmt For For
3 Limit Executive Compensation ShrHoldr Against Against
05/18/04 The Interpublic Group of Companies, Inc. 460690100 03/26/04 29,300
AGM IPG
1 Elect Director David A. Bell Mgmt For For
2 Elect Director Frank J. Borell Mgmt For For
3 Elect Director Reginald K. Brack Mgmt For For
4 Elect Director Jill M. Considine Mgmt For For
5 Elect Director Christopher J. Coughlin Mgmt For For
6 Elect Director John J. Donner, Jr. Mgmt For For
7 Elect Director Richard A. Goldstein Mgmt For For
8 Elect Director H. John Greenlaus Mgmt For For
9 Elect Director Michael I. Roth Mgmt For For
10 Elect Director J. Phillip Samper Mgmt For Withhold
11 Approve Omnibus Stock Plan Mgmt For For
12 Approve Non-Employee Director Omnibus Stock Plan Mgmt For For
13 Ratify Auditors Mgmt For For
14 MacBride Principles ShrHoldr Against Against
06/24/04 The Kroger Co. 501044101 With 04/26/04 52,800
AGM KR
1.1 Elect Director John L. Clendenin Mgmt For For
1.2 Elect Director David B. Dillon Mgmt For For
1.3 Elect Director David B. Lewis Mgmt For For
1.4 Elect Director Don W. McGeorge Mgmt For For
1.5 Elect Director W. Rodney McMullen Mgmt For For
1.6 Elect Director Susan M. Phillips Mgmt For For
2 Ratify Auditors Mgmt For For
3 Declassify the Board of Directors ShrHoldr Against Against
4 Separate Chairman and CEO Positions ShrHoldr Against Against
5 Submit Severance Agreement (Change-in-Control) to ShrHoldr Against Against
Shareholder Vote
05/21/04 The May Department Stores Co. 577778103 With 04/02/04 20,500
AGM MAY
1.1 Elect Director Eugene S. Kahn Mgmt For For
1.2 Elect Director Helene L. Kaplan Mgmt For For
1.3 Elect Director James M. Kilts Mgmt For For
1.4 Elect Director Russell E. Palmer Mgmt For For
1.5 Elect Director William P. Stiritz Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Executive Incentive Bonus Plan Mgmt For For
4 Amend Omnibus Stock Plan Mgmt For For
5 Declassify the Board of Directors ShrHoldr Against Against
04/28/04 The McGraw-Hill Companies, Inc. 580645109 03/09/04 13,600
AGM MHP
1.1 Elect Director Pedro Aspe Mgmt For For
1.2 Elect Director Robert P. McGraw Mgmt For For
1.3 Elect Director Hilda Ochoa-Brillembourg Mgmt For For
1.4 Elect Director Edward B. Rust, Jr. Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
04/13/04 The New York Times Co. 650111107 02/17/04 10,300
AGM NYT
1.1 Elect Director Raul E. Cesan Mgmt For For
1.2 Elect Director William E. Kennard Mgmt For For
1.3 Elect Director Thomas Middelhoff Mgmt For For
1.4 Elect Director Henry B. Schacht Mgmt For For
1.5 Elect Director Donald M. Stewart Mgmt For For
2 Approve Non-Employee Director Omnibus Stock Plan Mgmt For Against
3 Ratify Auditors Mgmt For For
05/26/04 The Pepsi Bottling Group, Inc. 713409100 03/29/04 18,300
AGM PBG
1.1 Elect Director Linda G. Alvarado Mgmt For For
1.2 Elect Director Barry H. Beracha Mgmt For For
1.3 Elect Director John T. Cahill Mgmt For For
1.4 Elect Director Ira D. Hall Mgmt For For
1.5 Elect Director Thomas H. Kean Mgmt For For
1.6 Elect Director Susan D. Kronick Mgmt For For
1.7 Elect Director Blythe J. McGarvie Mgmt For For
1.8 Elect Director Margaret D. Moore Mgmt For For
1.9 Elect Director Rogelio Rebolledo Mgmt For For
1.10 Elect Director Clay G. Small Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For Against
3 Ratify Auditors Mgmt For For
10/14/03 The Procter & Gamble Company 742718109 08/01/03 84,500
AGM PG
1.1 Elect Director Norman R. Augustine Mgmt For For
1.2 Elect Director A.G. Lafley Mgmt For For
1.3 Elect Director Johnathan A. Rodgers Mgmt For For
1.4 Elect Director John F. Smith, Jr. Mgmt For For
1.5 Elect Director Margaret C. Whitman Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Non-Employee Director Omnibus Stock Plan Mgmt For Against
Shareholder Proposals
4 Declassify the Board of Directors ShrHoldr Against Against
5 Label Genetically Engineered Foods ShrHoldr Against Against
04/16/04 The Progressive Corp. 743315103 With 02/18/04 14,900
AGM PGR
1.1 Elect Director Peter B. Lewis Mgmt For For
1.2 Elect Director Glenn M. Renwick Mgmt For For
1.3 Elect Director Donald B. Shackelford Mgmt For For
2 Amend Articles to Issue Shares without Issuing Physical Mgmt For For
Certificates
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Ratify Auditors Mgmt For For
04/28/04 The Sherwin-Williams Co. 824348106 02/23/04 10,100
AGM SHW
1.1 Elect Director James C. Boland Mgmt For For
1.2 Elect Director John G. Breen Mgmt For For
1.3 Elect Director Duane E. Collins Mgmt For For
1.4 Elect Director Christopher M. Connor Mgmt For For
1.5 Elect Director Daniel E. Evans Mgmt For For
1.6 Elect Director Susan J. Kropf Mgmt For Withhold
1.7 Elect Director Robert W. Mahoney Mgmt For For
1.8 Elect Director Gary E. McCullough Mgmt For For
1.9 Elect Director A. Malachi Mixon, III Mgmt For For
1.10 Elect Director Curtis E. Moll Mgmt For Withhold
1.11 Elect Director Joseph M. Scaminace Mgmt For For
1.12 Elect Director Richard K. Smucker Mgmt For For
2 Amend Bylaws Mgmt For Against
3 Amend Bylaws Mgmt For For
4 Amend Nomination Procedures for the Board Mgmt For For
5 Ratify Auditors Mgmt For For
03/19/04 The St. Paul Companies, Inc. 792860108 With 02/06/04 355
EGM STA
1 Issue Shares in Connection with a Merger Agreement Mgmt For For
2 Amend Bylaws Mgmt For For
3 Amend Articles Mgmt For For
4 Reduce Supermajority Vote Requirement Mgmt For For
06/01/04 The TJX Companies, Inc. 872540109 04/12/04 35,600
AGM TJX
1.1 Elect Director Gary L. Crittenden Mgmt For For
1.2 Elect Director Edmond J. English Mgmt For For
1.3 Elect Director Richard G. Lesser Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Implement ILO Based Code of Conduct ShrHoldr Against Abstain
4 Report on Vendor Standards ShrHoldr Against Abstain
5 Declassify the Board of Directors ShrHoldr Against Against
03/03/04 The Walt Disney Company 254687106 01/16/04140,547
AGM DIS
1.1 Elect Director John E. Bryson Mgmt For For
1.2 Elect Director John S. Chen Mgmt For For
1.3 Elect Director Michael D. Eisner Mgmt For Withhold
1.4 Elect Director Judith L. Estrin Mgmt For For
1.5 Elect Director Robert A. Iger Mgmt For For
1.6 Elect Director Aylwin B. Lewis Mgmt For For
1.7 Elect Director Monica C. Lozano Mgmt For For
1.8 Elect Director Robert W. Matschullat Mgmt For For
1.9 Elect Director George J. Mitchell Mgmt For For
1.10 Elect Director Leo J. O'Donovan, S.J. Mgmt For For
1.11 Elect Director Gary L. Wilson Mgmt For For
2 Ratify Auditors Mgmt For For
3 China Principles ShrHoldr Against Against
4 Report on Supplier Labor Standards in China ShrHoldr Against Against
5 Report on Amusement Park Safety ShrHoldr Against Abstain
05/20/04 The Williams Companies, Inc. 969457100 With 03/26/04 5,791
AGM WMB
1.1 Elect Director Charles M. Lillis Mgmt For For
1.2 Elect Director William G. Lowrie Mgmt For For
1.3 Elect Director Joseph H. Williams Mgmt For For
2 Ratify Auditors Mgmt For For
3 Limit Awards to Executives ShrHoldr Against Against
05/18/04 Thermo Electron Corp. 883556102 With 03/26/04 11,700
AGM TMO
1.1 Elect Director Marijn E. Dekkers Mgmt For For
1.2 Elect Director Robert A. McCabe Mgmt For For
1.3 Elect Director Robert W. O'Leary Mgmt For For
2 Ratify Auditors Mgmt For For
3 Limit Awards to Executives ShrHoldr Against Against
05/05/04 Thomas & Betts Corp. 884315102 With 03/15/04 4,200
AGM TNB
1.1 Elect Director E.H. Drew Mgmt For For
1.2 Elect Director T.K. Dunnigan Mgmt For For
1.3 Elect Director J.K. Hauswald Mgmt For For
1.4 Elect Director D. Jernigan Mgmt For For
1.5 Elect Director R.B. Kalich Sr. Mgmt For For
1.6 Elect Director R.A. Kenkel Mgmt For For
1.7 Elect Director K.R. Masterson Mgmt For For
1.8 Elect Director D.J. Pileggi Mgmt For For
1.9 Elect Director J.P. Richard Mgmt For For
1.10 Elect Director J.L. Stead Mgmt For For
1.11 Elect Director D.D. Stevens Mgmt For For
1.12 Elect Director W.H. Waltrip Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Executive Incentive Bonus Plan Mgmt For For
4 Approve Omnibus Stock Plan Mgmt For For
5 Approve Non-Employee Director Omnibus Stock Plan Mgmt For For
05/20/04 Tiffany & Co. 886547108 With 03/25/04 10,300
AGM TIF
1.1 Elect Director Michael J. Kowalski Mgmt For For
1.2 Elect Director Rose Marie Bravo Mgmt For For
1.3 Elect Director William R. Chaney Mgmt For For
1.4 Elect Director Samuel L. Hayes III Mgmt For For
1.5 Elect Director Abby F. Kohnstamm Mgmt For For
1.6 Elect Director Charles K. Marquis Mgmt For For
1.7 Elect Director J. Thomas Presby Mgmt For For
1.8 Elect Director James E. Quinn Mgmt For For
1.9 Elect Director William A. Shutzer Mgmt For For
2 Ratify Auditors Mgmt For For
05/21/04 Time Warner Inc 887317105 03/23/04320,450
AGM TWX
1.1 Elect Director James L. Barksdale Mgmt For For
1.2 Elect Director Stephen F. Bollenbach Mgmt For For
1.3 Elect Director Stephen M. Case Mgmt For For
1.4 Elect Director Frank J. Caufield Mgmt For For
1.5 Elect Director Robert C. Clark Mgmt For For
1.6 Elect Director Miles R. Gilburne Mgmt For For
1.7 Elect Director Carla A. Hills Mgmt For For
1.8 Elect Director Reuben Mark Mgmt For For
1.9 Elect Director Michael A. Miles Mgmt For For
1.10 Elect Director Kenneth J. Novack Mgmt For For
1.11 Elect Director Richard D. Parsons Mgmt For For
1.12 Elect Director R. E. Turner Mgmt For For
1.13 Elect Director Francis T. Vincent, Jr. Mgmt For For
2 Ratify Auditors Mgmt For For
3 Adopt China Principles ShrHoldr Against Against
4 Report on Pay Disparity ShrHoldr Against Abstain
04/29/04 Torchmark Corp. 891027104 With 03/05/04 8,100
AGM TMK
1.1 Elect Director Charles E. Adair Mgmt For For
1.2 Elect Director Joseph M. Farley Mgmt For For
1.3 Elect Director C. B. Hudson Mgmt For For
1.4 Elect Director Joseph L. Lanier, Jr. Mgmt For For
1.5 Elect Director R. K. Richey Mgmt For For
2 Ratify Auditors Mgmt For For
3 Limit Executive Compensation ShrHoldr Against Against
4 Divest Investments in Tobacco Companies ShrHoldr Against Against
06/02/04 Toys 'R' Us, Inc. 892335100 With 04/09/04 15,200
AGM TOY
1.1 Elect Director RoAnn Costin Mgmt For For
1.2 Elect Director John H. Eyler, Jr. Mgmt For For
1.3 Elect Director Roger N. Farah Mgmt For For
1.4 Elect Director Peter A. Georgescu Mgmt For For
1.5 Elect Director Cinda A. Hallman Mgmt For For
1.6 Elect Director Calvin Hill Mgmt For For
1.7 Elect Director Nancy Karch Mgmt For For
1.8 Elect Director Norman S. Matthews Mgmt For For
1.9 Elect Director Arthur B. Newman Mgmt For For
1.10 Elect Director Frank R. Noonan Mgmt For For
2 Require a Majority Vote for the Election of Directors ShrHoldr Against Against
05/13/04 Transocean Inc. G90078109 03/18/04 22,711
AGM RIG
Meeting for Holders of ADRs
1.1 Elect Director Robert L. Long Mgmt For For
1.2 Elect Director Martin B. Mcnamara Mgmt For For
1.3 Elect Director Robert M. Sprague Mgmt For For
1.4 Elect Director J. Michael Talbert Mgmt For For
2 APPROVAL OF THE AMENDMENT OF OUR LONG-TERM INCENTIVE PLAN Mgmt For For
AS DESCRIBED IN THE PROXY STATEMENT.
3 Ratify Auditors Mgmt For For
03/19/04 Travelers Property Casualty Corp. 89420G406 With 02/06/04 69,148
EGM TAP.A
1 Approve Merger Agreement Mgmt For For
05/12/04 Tribune Co. 896047107 03/17/04 23,200
AGM TRB
1.1 Elect Director Jeffrey Chandler Mgmt For For
1.2 Elect Director William A. Osborn Mgmt For For
1.3 Elect Director Kathryn C. Turner Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Omnibus Stock Plan Mgmt For Against
05/12/04 Tupperware Corp. 899896104 With 03/15/04 4,200
AGM TUP
1.1 Elect Director Rita Bornstein Mgmt For For
1.2 Elect Director E.V. Goings Mgmt For For
1.3 Elect Director Robert J. Murray Mgmt For For
1.4 Elect Director Joyce M. Roche Mgmt For For
1.5 Elect Director M. Anne Szostak Mgmt For For
2 Ratify Auditors Mgmt For For
05/21/04 TXU Corp. 873168108 With 03/22/04 23,017
AGM TXU
1.1 Elect Director Derek C. Bonham Mgmt For For
1.2 Elect Director E. Gail de Planque Mgmt For For
1.3 Elect Director William M. Griffin Mgmt For For
1.4 Elect Director Kerney Laday Mgmt For For
1.5 Elect Director Jack E. Little Mgmt For For
1.6 Elect Director Erle Nye Mgmt For For
1.7 Elect Director J.E. Oesterreicher Mgmt For For
1.8 Elect Director Michael W. Ranger Mgmt For For
1.9 Elect Director Herbert H. Richardson Mgmt For For
1.10 Elect Director C. John Wilder Mgmt For For
2 Ratify Auditors Mgmt For For
3 Limit Executive Compensation ShrHoldr Against Against
03/25/04 Tyco International Ltd. 902124106 03/25/04137,407
AGM TYC
Meeting for Holders of ADRs
1.1 Elect Director Dennis C. Blair Mgmt For For
1.2 Elect Director Edward D. Breen Mgmt For For
1.3 Elect Director George W. Buckley Mgmt For For
1.4 Elect Director Brian Duperreault Mgmt For For
1.5 Elect Director Bruce S. Gordon Mgmt For For
1.6 Elect Director John A. Krol Mgmt For For
1.7 Elect Director Mackey J. Mcdonald Mgmt For For
1.8 Elect Director H. Carl Mccall Mgmt For For
1.9 Elect Director Brendan R. O'Neill Mgmt For For
1.10 Elect Director Sandra S. Wijnberg Mgmt For For
1.11 Elect Director Jerome B. York Mgmt For For
2 Ratify Auditors Mgmt For For
3 ADOPTION OF THE AMENDED AND RESTATED BYE-LAWS. Mgmt For For
4 APPROVAL OF TYCO 2004 STOCK AND INCENTIVE PLAN. Mgmt For For
5 SHAREHOLDER PROPOSAL REGARDING ENVIRONMENTAL REPORTING. ShrHoldr For For
6 SHAREHOLDER PROPOSAL TO CHANGE TYCO S JURISDICTION OF ShrHoldr Against Against
INCORPORATION FROM BERMUDA TO A U.S. STATE.
7 SHAREHOLDER PROPOSAL ON COMMON SENSE EXECUTIVE ShrHoldr Against Against
COMPENSATION.
04/20/04 U.S. Bancorp 902973304 02/26/04132,585
AGM USB
1.1 Elect Director Victoria Buyniski Gluckman Mgmt For Withhold
1.2 Elect Director Arthur D. Collins, Jr. Mgmt For Withhold
1.3 Elect Director Jerry W. Levin Mgmt For Withhold
1.4 Elect Director Thomas E. Petry Mgmt For Withhold
1.5 Elect Director Richard G. Reiten Mgmt For Withhold
2 Ratify Auditors Mgmt For For
3 Limit Executive Compensation ShrHoldr Against Against
4 Submit Executive Compensation to Vote ShrHoldr Against For
5 Amend Vote Requirements to Amend Articles/Bylaws/Charter ShrHoldr Against For
04/16/04 Union Pacific Corp. 907818108 With 02/06/04 17,500
AGM UNP
1.1 Elect Director P.F. Anschutz Mgmt For For
1.2 Elect Director R.K. Davidson Mgmt For For
1.3 Elect Director T.J. Donohue Mgmt For For
1.4 Elect Director A.W. Dunham Mgmt For For
1.5 Elect Director S.F. Eccles Mgmt For For
1.6 Elect Director I.J. Evans Mgmt For For
1.7 Elect Director J.R. Hope Mgmt For For
1.8 Elect Director M.W. Mcconnell Mgmt For For
1.9 Elect Director S.R. Rogel Mgmt For For
1.10 Elect Director E. Zedillo Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Limit Executive Compensation ShrHoldr Against Against
5 Report on Political Contributions/Activities ShrHoldr Against Against
06/08/04 Union Planters Corp. 908068109 04/21/04 13,550
AGM UPC
1 Approve Merger Agreement Mgmt For For
2.1 Elect Director Albert M. Austin Mgmt For For
2.2 Elect Director George W. Bryan Mgmt For For
2.3 Elect Director Robert R. Waller, M.D. Mgmt For For
2.4 Elect Director Spence L. Wilson Mgmt For For
3 Ratify Auditors Mgmt For For
4 Adjourn Meeting Mgmt For Against
5 Limit Executive Compensation ShrHoldr Against Against
04/22/04 Unisys Corp. 909214108 With 02/27/04 22,700
AGM UIS
1.1 Elect Director Henry C. Duques Mgmt For For
1.2 Elect Director Clayton M. Jones Mgmt For For
1.3 Elect Director Theodore E. Martin Mgmt For For
1.4 Elect Director Lawrence A. Weinbach Mgmt For For
05/06/04 United Parcel Service, Inc. 911312106 With 03/08/04 79,600
AGM UPS
1.1 Elect Director Calvin Darden Mgmt For For
1.2 Elect Director Michael L. Eskew Mgmt For For
1.3 Elect Director James P. Kelly Mgmt For For
1.4 Elect Director Ann M. Livermore Mgmt For For
1.5 Elect Director Gary E. MacDougal Mgmt For For
1.6 Elect Director Victor A. Pelson Mgmt For For
1.7 Elect Director Lea N. Soupata Mgmt For For
1.8 Elect Director Robert M. Teeter Mgmt For For
1.9 Elect Director John W. Thompson Mgmt For For
1.10 Elect Director Carol B. Tome Mgmt For For
2 Ratify Auditors Mgmt For For
04/14/04 United Technologies Corp. 913017109 02/17/04 32,300
AGM UTX
1.1 Elect Director Betsy J. Bernard Mgmt For For
1.2 Elect Director George David Mgmt For For
1.3 Elect Director Jean-Pierre Garnier Mgmt For For
1.4 Elect Director Jamie S. Gorelick Mgmt For For
1.5 Elect Director Charles R. Lee Mgmt For For
1.6 Elect Director Richard D. McCormick Mgmt For For
1.7 Elect Director Harold McGraw III Mgmt For For
1.8 Elect Director Frank P. Popoff Mgmt For For
1.9 Elect Director H. Patrick Swygert Mgmt For For
1.10 Elect Director Andre Villeneuve Mgmt For For
1.11 Elect Director H. A. Wagner Mgmt For For
1.12 Elect Director Christine Todd Whitman Mgmt For For
2 Ratify Auditors Mgmt For For
3 Disclosure of Executive Compensation ShrHoldr Against Against
4 Develop Ethical Criteria for Military Contracts ShrHoldr Against Against
5 Performance-Based/Indexed Options ShrHoldr Against For
6 Separate Chairman and CEO Positions ShrHoldr Against Against
05/12/04 UnitedHealth Group Incorporated 91324P102 03/15/04 44,300
AGM UNH
1.1 Elect Director William C. Ballard, Jr. Mgmt For For
1.2 Elect Director Richard T. Burke Mgmt For For
1.3 Elect Director Stephen J. Hemsley Mgmt For For
1.4 Elect Director Donna E. Shalala Mgmt For For
2 Ratify Auditors Mgmt For For
3 Expense Stock Options ShrHoldr Against For
4 Limit Awards to Executives ShrHoldr Against Against
05/12/04 Univision Communications Inc. 914906102 03/15/04 22,800
AGM UVN
1.1 Elect Director A. Jerrold Perenchio Mgmt For Withhold
1.2 Elect Director Fernando Aguirre Mgmt For For
1.3 Elect Director Harold Gaba Mgmt For For
1.4 Elect Director Alan F. Horn Mgmt For For
1.5 Elect Director John G. Perenchio Mgmt For Withhold
1.6 Elect Director Ray Rodriguez Mgmt For Withhold
1.7 Elect Director McHenry T. Tichenor, Jr. Mgmt For Withhold
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
05/24/04 Unocal Corp. 915289102 03/25/04 18,400
AGM UCL
1.1 Elect Director Richard D. McCormick Mgmt For For
1.2 Elect Director Marina v.N. Whitman Mgmt For For
1.3 Elect Director Charles R. Williamson Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Approve Deferred Compensation Plan Mgmt For For
5 Separate Chairman and CEO Positions ShrHoldr Against Against
6 Limit Awards to Executives ShrHoldr Against Against
7 Establish Other Board Committee ShrHoldr Against For
8 Report on Greenhouse Gas Emissions ShrHoldr Against Against
05/13/04 UnumProvident Corporation 91529Y106 03/26/04 21,024
AGM UNM
1.1 Elect Director Ronald E. Goldsberry Mgmt For For
1.2 Elect Director Hugh O. Maclellan, Jr. Mgmt For For
1.3 Elect Director C. William Pollard Mgmt For For
1.4 Elect Director John W. Rowe Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Amend Employee Stock Purchase Plan Mgmt For For
4 Ratify Auditors Mgmt For For
5 Require Affirmative Vote of the Majority of the Shares to ShrHoldr Against Against
Elect Directors
6 Establish Other Board Committee ShrHoldr Against For
05/04/04 UST Inc. 902911106 03/05/04 11,800
AGM UST
1.1 Elect Director John P. Clancey Mgmt For For
1.2 Elect Director Vincent A. Gierer, Jr. Mgmt For For
1.3 Elect Director Joseph E. Heid Mgmt For For
2 Ratify Auditors Mgmt For For
3 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr For
Shareholder Vote
4 Reduce Nitrosamines in Oral Snuff ShrHoldr Against Against
04/28/04 Verizon Communications 92343V104 03/01/04189,796
AGM VZ
1.1 Elect Director James R. Barker Mgmt For For
1.2 Elect Director Richard L. Carrion Mgmt For For
1.3 Elect Director Robert W. Lane Mgmt For For
1.4 Elect Director Sandra O. Moose Mgmt For For
1.5 Elect Director Joseph Neubauer Mgmt For For
1.6 Elect Director Thomas H. O'Brien Mgmt For For
1.7 Elect Director Hugh B. Price Mgmt For For
1.8 Elect Director Ivan G. Seidenberg Mgmt For For
1.9 Elect Director Walter V. Shipley Mgmt For For
1.10 Elect Director John R. Stafford Mgmt For For
1.11 Elect Director Robert D. Storey Mgmt For For
2 Ratify Auditors Mgmt For For
3 Restore or Provide for Cumulative Voting ShrHoldr Against Against
4 Require Majority of Independent Directors on Board ShrHoldr Against Against
5 Separate Chairman and CEO Positions ShrHoldr Against Against
6 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
7 Submit Executive Compensation to Vote ShrHoldr Against For
8 Prohibit Awards to Executives ShrHoldr Against Against
9 Report on Stock Option Distribution by Race and Gender ShrHoldr Against Abstain
10 Report on Political Contributions/Activities ShrHoldr Against Against
11 Cease Charitable Contributions ShrHoldr Against Against
04/27/04 VF Corp. 918204108 03/09/04 7,700
AGM VFC
1.1 Elect Director Edward E. Crutchfield Mgmt For For
1.2 Elect Director George Fellows Mgmt For For
1.3 Elect Director Daniel R. Hesse Mgmt For For
1.4 Elect Director Clarence Otis, Jr. Mgmt For For
2 Amend Omnibus Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Declassify the Board of Directors ShrHoldr Against Against
5 Adopt ILO Based Code of Conduct ShrHoldr Against Abstain
05/19/04 Viacom Inc. 925524308 03/22/04123,944
AGM VIA
1.1 Elect Director George S. Abrams Mgmt For Withhold
1.2 Elect Director David R. Andelman Mgmt For Withhold
1.3 Elect Director Joseph A. Califano, Jr. Mgmt For For
1.4 Elect Director William S. Cohen Mgmt For For
1.5 Elect Director Philippe P. Dauman Mgmt For Withhold
1.6 Elect Director Alan C. Greenberg Mgmt For Withhold
1.7 Elect Director Mel Karmazin Mgmt For Withhold
1.8 Elect Director Jan Leschly Mgmt For For
1.9 Elect Director David T. McLaughlin Mgmt For For
1.10 Elect Director Shari Redstone Mgmt For Withhold
1.11 Elect Director Sumner M. Redstone Mgmt For Withhold
1.12 Elect Director Frederic V. Salerno Mgmt For Withhold
1.13 Elect Director William Schwartz Mgmt For Withhold
1.14 Elect Director Patty Stonesifer Mgmt For For
1.15 Elect Director Robert D. Walter Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Amend Non-Employee Director Stock Option Plan Mgmt For For
05/12/04 Visteon Corporation 92839U107 03/15/04 9,293
AGM VC
1.1 Elect Director Steven K. Hamp Mgmt For For
1.2 Elect Director Michael F. Johnston Mgmt For For
1.3 Elect Director Karl J. Krapek Mgmt For For
1.4 Elect Director Robert M. Teeter Mgmt For For
2 Ratify Auditors Mgmt For For
3 Amend Omnibus Stock Plan Mgmt For For
4 Approve Non-Employee Director Omnibus Stock Plan Mgmt For For
5 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against Against
Shareholder Vote
6 Amend and Report on an International Code of Conduct ShrHoldr Against Abstain
7 Permit Voting Leverage for Shareowners ShrHoldr Against Against
05/14/04 Vulcan Materials Co. 929160109 With 03/15/04 7,300
AGM VMC
1.1 Elect Director Orin R. Smith Mgmt For For
1.2 Elect Director Douglas J. McGregor Mgmt For For
1.3 Elect Director Donald B. Rice Mgmt For For
1.4 Elect Director Vincent J. Trosino Mgmt For For
2 Approve Non-Employee Director Restricted Stock Plan Mgmt For For
3 Ratify Auditors Mgmt For For
04/28/04 W.W. Grainger, Inc. 384802104 With 03/01/04 6,300
AGM GWW
1.1 Elect Director Brian P. Anderson Mgmt For For
1.2 Elect Director Wesley M. Clark Mgmt For For
1.3 Elect Director Wilbur H. Gantz Mgmt For For
1.4 Elect Director David W. Grainger Mgmt For For
1.5 Elect Director Richard L. Keyser Mgmt For For
1.6 Elect Director Frederick A. Krehbiel Mgmt For For
1.7 Elect Director John W. McCarter, Jr. Mgmt For For
1.8 Elect Director Neil S. Novich Mgmt For For
1.9 Elect Director James D. Slavik Mgmt For For
1.10 Elect Director Harold B. Smith Mgmt For For
1.11 Elect Director Janiece S. Webb Mgmt For For
2 Ratify Auditors Mgmt For For
04/20/04 Wachovia Corp. 929903102 With 02/18/04 91,032
AGM WB
1.1 Elect Director James S. Balloun Mgmt For For
1.2 Elect Director John T. Casteen, III Mgmt For For
1.3 Elect Director Joseph Neubauer Mgmt For For
1.4 Elect Director Lanty L. Smith Mgmt For For
1.5 Elect Director Dona Davis Young Mgmt For For
2 Ratify Auditors Mgmt For For
3 Require Two Candidates for Each Board Seat ShrHoldr Against Against
4 Report on Political Contributions/Activities ShrHoldr Against Against
5 Separate Chairman and CEO Positions ShrHoldr Against Against
06/04/04 Wal-Mart Stores, Inc. 931142103 04/05/04306,700
AGM WMT
1.1 Elect Director James W. Breyer Mgmt For For
1.2 Elect Director M. Michele Burns Mgmt For For
1.3 Elect Director Thomas M. Coughlin Mgmt For For
1.4 Elect Director David D. Glass Mgmt For For
1.5 Elect Director Roland A. Hernandez Mgmt For For
1.6 Elect Director Dawn G. Lepore Mgmt For For
1.7 Elect Director John D. Opie Mgmt For For
1.8 Elect Director J. Paul Reason Mgmt For For
1.9 Elect Director H. Lee Scott, Jr. Mgmt For For
1.10 Elect Director Jack C. Shewmaker Mgmt For For
1.11 Elect Director Jose H. Villarreal Mgmt For For
1.12 Elect Director John T. Walton Mgmt For For
1.13 Elect Director S. Robson Walton Mgmt For For
1.14 Elect Director Christopher J. Williams Mgmt For For
2 Approve Stock Option Plan Mgmt For For
3 Approve Stock Option Plan Mgmt For For
4 Amend Employee Stock Purchase Plan Mgmt For For
5 Ratify Auditors Mgmt For For
6 Separate Chairman and CEO Positions ShrHoldr Against Against
7 Prepare Sustainability Report ShrHoldr Against Against
8 Report on Stock Option Distribution by Race and Gender ShrHoldr Against Abstain
9 Report on Genetically Modified Organisms (GMO) ShrHoldr Against Against
10 Prepare Diversity Report ShrHoldr Against Abstain
11 Submit Executive Compensation to Vote ShrHoldr Against For
01/14/04 Walgreen Co. 931422109 11/17/03 68,200
AGM WAG
1.1 Elect Director David W. Bernauer Mgmt For For
1.2 Elect Director William C. Foote Mgmt For For
1.3 Elect Director James J. Howard Mgmt For For
1.4 Elect Director Alan G. McNally Mgmt For For
1.5 Elect Director Cordell Reed Mgmt For For
1.6 Elect Director Jeffrey A. Rein Mgmt For For
1.7 Elect Director David Y. Schwartz Mgmt For For
1.8 Elect Director John B. Schwemm Mgmt For For
1.9 Elect Director Marilou M. von Ferstel Mgmt For For
1.10 Elect Director Charles R. Walgreen III Mgmt For For
2 Approve Non-Employee Director Omnibus Stock Plan Mgmt For Against
04/20/04 Washington Mutual, Inc 939322103 With 02/27/04 61,843
AGM WM
1.1 Elect Director Anne V. Farrell Mgmt For For
1.2 Elect Director Stephen E. Frank Mgmt For For
1.3 Elect Director Margaret Osmer Mcquade Mgmt For For
1.4 Elect Director William D. Schulte Mgmt For For
2 Ratify Auditors Mgmt For For
3 Limit Executive Compensation ShrHoldr Against Against
05/14/04 Waste Management, Inc. 94106L109 With 03/19/04 41,199
AGM WMI
1.1 Elect Director Pastora San Juan Cafferty Mgmt For For
1.2 Elect Director Frank M. Clark, Jr. Mgmt For For
1.3 Elect Director Robert S. Miller Mgmt For For
1.4 Elect Director A. Maurice Myers Mgmt For For
1.5 Elect Director John C. Pope Mgmt For For
1.6 Elect Director W. Robert Reum Mgmt For For
1.7 Elect Director Steven G. Rothmeier Mgmt For For
1.8 Elect Director David P. Steiner Mgmt For For
1.9 Elect Director Carl W. Vogt Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Approve Executive Incentive Bonus Plan Mgmt For For
05/04/04 Waters Corp. 941848103 03/15/04 17,400
AGM WAT
1.1 Elect Director Joshua Bekenstein Mgmt For For
1.2 Elect Director M.J. Berendt, Ph.D. Mgmt For For
1.3 Elect Director Douglas A. Berthiaume Mgmt For For
1.4 Elect Director Philip Caldwell Mgmt For For
1.5 Elect Director Edward Conard Mgmt For Withhold
1.6 Elect Director L.H. Glimcher, M.D. Mgmt For For
1.7 Elect Director William J. Miller Mgmt For For
1.8 Elect Director Thomas P. Salice Mgmt For Withhold
2 Ratify Auditors Mgmt For For
3 Other Business Mgmt For Against
05/17/04 Watson Pharmaceuticals, Inc. 942683103 With 03/19/04 7,700
AGM WPI
1.1 Elect Director Allen Chao, Ph.D. Mgmt For For
1.2 Elect Director Michel J. Feldman Mgmt For For
1.3 Elect Director Fred G. Weiss Mgmt For For
2 Ratify Auditors Mgmt For For
3 Review Executive Compensation ShrHoldr Against Against
06/28/04 WellPoint Health Networks Inc. 94973H108 With 05/10/04 10,900
EGM WLP
1 Approve Merger Agreement Mgmt For For
04/27/04 Wells Fargo & Company 949746101 03/09/04119,900
AGM WFC
1.1 Elect Director J.A. Blanchard III Mgmt For For
1.2 Elect Director Susan E. Engel Mgmt For For
1.3 Elect Director Enrique Hernandez, Jr. Mgmt For For
1.4 Elect Director Robert L. Joss Mgmt For For
1.5 Elect Director Reatha Clark King Mgmt For For
1.6 Elect Director Richard M. Kovacevich Mgmt For For
1.7 Elect Director Richard D. McCormick Mgmt For For
1.8 Elect Director Cynthia H. Milligan Mgmt For For
1.9 Elect Director Philip J. Quigley Mgmt For For
1.10 Elect Director Donald B. Rice Mgmt For Withhold
1.11 Elect Director Judith M. Runstad Mgmt For Withhold
1.12 Elect Director Stephen W. Sanger Mgmt For For
1.13 Elect Director Susan G. Swenson Mgmt For For
1.14 Elect Director Michael W. Wright Mgmt For Withhold
2 Approve Retirement Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Expense Stock Options ShrHoldr Against For
5 Limit Executive Compensation ShrHoldr Against Against
6 Link Executive Compensation to Social Issues ShrHoldr Against Against
7 Report on Political Contributions/Activities ShrHoldr Against Against
04/22/04 Wendy's International, Inc. 950590109 With 03/01/04 7,800
AGM WEN
1.1 Elect Director Janet Hill Mgmt For For
1.2 Elect Director Paul D. House Mgmt For For
1.3 Elect Director John R. Thompson Mgmt For For
1.4 Elect Director J. Randolph Lewis Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
04/13/04 Weyerhaeuser Co. 962166104 02/20/04 15,100
AGM WY
1.1 Elect Director Steven R. Rogel Mgmt For For
1.2 Elect Director William D. Ruckelshaus Mgmt For For
1.3 Elect Director Richard H. Sinkfield Mgmt For For
1.4 Elect Director James N. Sullivan Mgmt For For
2 Approve Omnibus Stock Plan Mgmt For For
3 Declassify the Board of Directors ShrHoldr Against Against
4 Expense Stock Options ShrHoldr Against For
5 Implement Restricted Share Executive Compensation Plan ShrHoldr Against For
6 Report on Greenhouse Gas Emissions ShrHoldr Against Against
7 Develop Policy Regarding Old Growth Forests ShrHoldr Against Against
8 Ratify Auditors Mgmt For For
04/20/04 Whirlpool Corp. 963320106 With 02/27/04 4,800
AGM WHR
1.1 Elect Director Allan D. Gilmour Mgmt For For
1.2 Elect Director Michael F. Johnston Mgmt For For
1.3 Elect Director Janice D. Stoney Mgmt For For
1.4 Elect Director David R. Whitwam Mgmt For For
2 Amend Executive Incentive Bonus Plan Mgmt For For
10/08/03 Winn-Dixie Stores, Inc. 974280109 With 08/01/03 9,100
AGM WIN
1.1 Elect Director Tillie K. Fowler as Class II Director Mgmt For For
1.2 Elect Director Frank Lazaran as Class II Director Mgmt For For
1.3 Elect Director Edward W. Mehrer, Jr. as Class II Director Mgmt For For
1.4 Elect Director Ronald Townsend as Class II Director Mgmt For For
1.5 Elect Director John E. Anderson as Class III Director Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Amend Stock Option Plan Mgmt For For
4 Ratify Auditors Mgmt For For
09/25/03 Worthington Industries Inc. 981811102 With 08/01/03 5,600
AGM WOR
1.1 Elect Director John B. Blystone Mgmt For For
1.2 Elect Director James G. Brocksmith, Jr. Mgmt For For
1.3 Elect Director William S. Dietrich, II Mgmt For For
1.4 Elect Director Sidney A. Ribeau Mgmt For For
2 Amend Non-Employee Director Stock Option Plan Mgmt For For
3 Approve Stock Option Plan Mgmt For For
4 Amend Omnibus Stock Plan Mgmt For For
5 Ratify Auditors Mgmt For For
04/22/04 Wyeth 983024100 With 03/12/04 94,300
AGM WYE
1.1 Elect Director Clifford L. Alexander, Jr. Mgmt For For
1.2 Elect Director Frank A. Bennack, Jr. Mgmt For For
1.3 Elect Director Richard L. Carrion Mgmt For For
1.4 Elect Director Robert Essner Mgmt For For
1.5 Elect Director John D. Feerick Mgmt For For
1.6 Elect Director Robert Langer Mgmt For For
1.7 Elect Director John P. Mascotte Mgmt For For
1.8 Elect Director Mary Lake Polan Mgmt For For
1.9 Elect Director Ivan G. Seidenberg Mgmt For For
1.10 Elect Director Walter V. Shipley Mgmt For For
1.11 Elect Director John R. Torell III Mgmt For For
2 Ratify Auditors Mgmt For For
3 Report on Drug Pricing ShrHoldr Against Against
4 Amend Animal Testing Policy ShrHoldr Against Against
05/20/04 Xcel Energy Inc. 98389B100 03/22/04 900
AGM XEL
1 Declassify the Board of Directors Mgmt For Against
2.1 Elect Director David A. Christensen Mgmt For For
2.2 Elect Director Margaret R. Preska Mgmt For For
2.3 Elect Director W. Thomas Stephens Mgmt For For
2.4 Elect Director Richard H. Anderson Mgmt For For
2.5 Elect Director Richard C. Kelly Mgmt For For
2.6 Elect Director Ralph R. Peterson Mgmt For For
3 Approve Non-Employee Director Omnibus Stock Plan Mgmt For For
05/20/04 Xerox Corp. 984121103 03/23/04 56,100
AGM XRX
1.1 Elect Director Glenn A. Britt Mgmt For For
1.2 Elect Director Richard J. Harrington Mgmt For For
1.3 Elect Director William Curt Hunter Mgmt For For
1.4 Elect Director Vernon E. Jordan, Jr. Mgmt For Withhold
1.5 Elect Director Hilmar Kopper Mgmt For For
1.6 Elect Director Ralph S. Larsen Mgmt For For
1.7 Elect Director Anne M. Mulcahy Mgmt For For
1.8 Elect Director N.J. Nicholas, Jr. Mgmt For For
1.9 Elect Director John E. Pepper Mgmt For For
1.10 Elect Director Ann N. Reese Mgmt For For
1.11 Elect Director Stephen Robert Mgmt For For
2 Ratify Auditors Mgmt For For
3 Approve Omnibus Stock Plan Mgmt For For
4 Approve Non-Employee Director Omnibus Stock Plan Mgmt For For
08/07/03 Xilinx, Inc. 983919101 With 06/09/03 22,000
AGM XLNX
1.1 Elect Director Willem P. Roelandts Mgmt For For
1.2 Elect Director John L. Doyle Mgmt For For
1.3 Elect Director Jerald G. Fishman Mgmt For For
1.4 Elect Director Philip T. Gianos Mgmt For For
1.5 Elect Director William G. Howard, Jr. Mgmt For For
1.6 Elect Director Harold E. Hughes, Jr. Mgmt For For
1.7 Elect Director Richard W. Sevcik Mgmt For For
1.8 Elect Director Elizabeth Vanderslice Mgmt For For
2 Ratify Auditors Mgmt For For
04/30/04 Xl Capital Ltd (Formerly Exel Ltd. ) G98255105 03/15/04 9,800
AGM XL
Meeting for Holders of ADRs
1.1 Elect Director John Loudon Mgmt For For
1.2 Elect Director Robert S. Parker Mgmt For For
1.3 Elect Director Alan Z. Senter Mgmt For For
2 Ratify Auditors Mgmt For For
05/21/04 Yahoo!, Inc. 984332106 03/25/04 47,100
AGM YHOO
1.1 Elect Director Terry S. Semel Mgmt For Withhold
1.2 Elect Director Jerry Yang Mgmt For Withhold
1.3 Elect Director Roy J. Bostock Mgmt For Withhold
1.4 Elect Director Ronald W. Burkle Mgmt For Withhold
1.5 Elect Director Eric Hippeau Mgmt For Withhold
1.6 Elect Director Arthur H. Kern Mgmt For Withhold
1.7 Elect Director Robert A. Kotick Mgmt For Withhold
1.8 Elect Director Edward R. Kozel Mgmt For Withhold
1.9 Elect Director Gary L. Wilson Mgmt For Withhold
2 Amend Employee Stock Purchase Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Expense Stock Options ShrHoldr Against For
05/20/04 Yum Brands, Inc. 988498101 03/22/04 20,940
AGM YUM
1.1 Elect Director Robert Holland, Jr. Mgmt For For
1.2 Elect Director David C. Novak Mgmt For For
1.3 Elect Director Jackie Trujillo Mgmt For For
2 Approve Executive Incentive Bonus Plan Mgmt For For
3 Ratify Auditors Mgmt For For
4 Adopt Smoke-Free Restaurant Policy ShrHoldr Against Abstain
5 Prepare a Sustainability Report ShrHoldr Against For
6 Adopt MacBride Principles ShrHoldr Against Against
7 Report on Genetically Modified Organisms (GMO) ShrHoldr Against Against
8 Report on Animal Welfare Standards ShrHoldr Against Against
07/22/03 Zimmer Holdings Inc 98956P102 With 06/16/03 12,750
EGM ZMH
1 Issue Shares in Connection with an Acquisition Mgmt For For
05/10/04 Zimmer Holdings Inc 98956P102 03/15/04 17,050
AGM ZMH
1.1 Elect Director Larry C. Glasscock Mgmt For Withhold
1.2 Elect Director John L. McGoldrick Mgmt For Withhold
2 Submit Shareholder Rights Plan (Poison Pill) to ShrHoldr Against For
Shareholder Vote
3 Ratify Auditors ShrHoldr Against For
04/30/04 Zions Bancorporation 989701107 02/23/04 400
AGM ZION
1.1 Elect Director Roger B. Porter Mgmt For For
1.2 Elect Director L. E. Simmons Mgmt For For
1.3 Elect Director Steven C. Wheelwright Mgmt For For
2 Ratify Auditors Mgmt For For
3 Other Business Mgmt For Against
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT REAL ESTATE SECURITIES PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
09/26/03 - A Catellus Development Corp. 149111106 08/14/03 8,450
*CDX*
1 Approve Merger Agreement For For
2 Elect Directors For Split
2.1 Elect Director Joseph F. Alibrandi
--- For
We recommend a vote FOR the directors with the
exception of Deanna W. Oppenheimer. We recommend
that shareholders WITHHOLD votes from Deanna W.
Oppenheimer for standing as an affiliated
outsider on the Nominating Committee.
2.2 Elect Director Stephen F.
Bollenbach --- For
2.3 Elect Director Daryl J. Carter ---
For
2.4 Elect Director Richard D. Farman
--- For
2.5 Elect Director Christine Garvey ---
For
2.6 Elect Director William M. Kahane
--- For
2.7 Elect Director Leslie D. Michelson
--- For
2.8 Elect Director Deanna W.
Oppenheimer --- Withhold
2.9 Elect Director Nelson C. Rising ---
For
2.10 Elect Director Thomas M. Steinberg
--- For
2.11 Elect Director Cora M. Tellez ---
For
3 Amend Omnibus Stock Plan For For
4 Approve Omnibus Stock Plan For For
Shareholder Proposal
5 Submit Shareholder Rights Plan Against For
(Poison Pill) to Shareholder Vote
09/30/03 - S Chateau Communities, Inc. *CPJ* 161726104 08/22/03 3,400
1 Approve Merger Agreement For For
09/30/03 - S Mid-Atlantic Realty Trust *MRR* 595232109 08/04/03 2,200
1 Approve Merger Agreement For For
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT REAL ESTATE SECURITIES PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
11/20/03 - S General Growth Properties, Inc. 370021107 10/20/03 19,100
*GGP*
1 Approve Increase in Common Stock For For
and a Stock Split
12/16/03 - A PRICE LEGACY CORP 74144P106 10/24/03 9,600
1 Elect Directors For None
12/19/03 - A Taubman Centers, Inc. *TCO* 876664103 11/17/03 12,300
1 Elect Directors For Withhold
1.1 Elect Director Graham T. Allison
--- Withhold
WITHHOLD votes from William S. Taubman, Peter
Karmanos, Jr., and Graham T. Allison for failure
to act on a tender offer that received a clear
mandate of a majority of the company's
outstanding shares.
1.2 Elect Director Peter Karmanos, Jr.
--- Withhold
1.3 Elect Director William S. Taubman
--- Withhold
2 Ratify Auditors For For
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
THRIVENT REAL ESTATE SECURITIES PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
02/25/04 - S Centex Corp. *CTX* 152312104 01/23/04 600
1 Increase Authorized Common Stock For For
2 Approve Merger Agreement For For
3 Approve Merger Agreement For For
01/09/04 - S Countrywide Financial Corp. 222372104 11/28/03 1,100
*CFC*
1 Increase Authorized Common Stock For For
01/29/04 - A D.R. Horton, Inc. *DHI* 23331A109 12/04/03 900
1 Elect Directors For For
2 Amend Executive Incentive Bonus Plan For For
3 Other Business For Against
03/31/04 - A Freddie Mac *FRE* 313400301 02/20/04 2,000
1 Elect Directors For For
2 Ratify Auditors For For
03/30/04 - A Lennar Corp. *LEN* 526057104 02/05/04 1,500
1 Elect Directors For Split
1.1 Elect Director Irving Bolotin ---
Withhold
We recommend a vote FOR the directors with the
exception of Irving Bolotin from whom we
recommend that shareholders WITHHOLD votes for
standing as an affiliated outsider on the Audit,
Compensation, and Nominating committees.
1.2 Elect Director R. Kirk Landon ---
For
1.3 Elect Director Donna E. Shalala ---
For
2 Other Business For Against
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
03/11/04 - S Price Legacy Corp. 74144P106 02/04/04 8,637
1 Exchange Offer for common stock or For For
Series 1 preferred stock for shares
of Series A preferred stock
2 Exchange Offer of common stock for For For
Series B preferred stock
3 Approve Reverse Stock Split For For
4 Authorize Board to Set Terms of For For
Preferred Stock
5 Eliminate Class of Preferred Stock For For
6 Change the Manner of Election of For For
Directors
7 Change the Company's Authorized For For
Capital Stock
8 Amend For For
Articles/Bylaws/Charter-Non-Routine
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT REAL ESTATE SECURITIES PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
06/15/04 - A Affordable Residential 008273104 04/30/04 9,100
Communities, Inc. *ARC*
1 Elect Directors For Split Mgmt
1.1 Elect Director Scott D. Jackson ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider James L.
Clayton. We recommend that shareholders
WITHHOLD votes from James L. Clayton for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director John G. Sprengle ---
For
1.3 Elect Director Todd M. Abbrecht ---
For
1.4 Elect Director James L. Clayton ---
Withhold
1.5 Elect Director J. Markham Green ---
For
1.6 Elect Director Michael Greene ---
For
1.7 Elect Director Thomas M. Hagerty
--- For
1.8 Elect Director Randall A. Hack ---
For
1.9 Elect Director Eugene Mercy, Jr.
--- For
1.10 Elect Director Charles J.
Santos-Buch --- For
1.11 Elect Director Scott A. Schoen ---
For
2 Ratify Auditors For For Mgmt
05/12/04 - A Alexandria Real Estate 015271109 03/29/04 2,500
Equities, Inc. *ARE*
1 Elect Directors For Split Mgmt
1.1 Elect Director Jerry M. Sudarsky
--- Withhold
We recommend a vote FOR the directors with the
exception of Jerry M. Sudarsky. We recommend
that shareholders WITHHOLD votes from Jerry M.
Sudarsky for standing as an affiliated outsider
on the Audit Committee and for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Joel S. Marcus ---
For
1.3 Elect Director James H. Richardson
--- For
1.4 Elect Director Richard B. Jennings
--- For
1.5 Elect Director Richard H. Klein ---
For
1.6 Elect Director Anthony M. Solomon
--- For
1.7 Elect Director Alan G. Walton ---
For
1.8 Elect Director Richmond A. Wolf ---
For
2 Ratify Auditors For For Mgmt
05/20/04 - A AMB Property Corp. *AMB* 00163T109 03/05/04 23,772
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/09/04 - A American Financial Realty 02607P305 04/09/04 20,500
Trust *AFR*
1 Elect Directors For For Mgmt
04/26/04 - A AMLI Residential Properties 001735109 03/05/04 4,500
Trust *AML*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/27/04 - A Annaly Mortgage Management 035710409 03/22/04 8,913
*NLY*
1 Elect Directors For For Mgmt
2 Approve Merger Agreement For For Mgmt
3 Ratify Auditors For For Mgmt
04/30/04 - A Apartment Investment & 03748R101 03/05/04 15,200
Management Co. *AIV*
1 Elect Directors For For Mgmt
1.1 Elect Director Terry Considine ---
For
1.2 Elect Director Peter K. Kompaniez
--- For
1.3 Elect Director James N. Bailey ---
For
1.4 Elect Director Richard S. Ellwood
--- For
1.5 Elect Director J. Landis Martin ---
For
1.6 Elect Director Thomas L. Rhodes ---
For
2 Ratify Auditors For For Mgmt
3 Approve Sale of Company Assets For For Mgmt
4 Limit Executive Compensation Against For ShrHoldr
We are broadly in favor of proposals to require
golden parachutes or executive severance
agreements to be submitted for shareholder
ratification, unless the proposal requires
shareholder approval prior to entering into
employment contracts. Although the terms of the
proposal define "future severance agreements"
as including employment agreements containing
severance provisions, ratification prior to
entering an employment contract would only be
necessary where that severance provision
exceeded the 2.99 times salary plus bonus test.
Further, the proposal allows for shareholder
approval to be sought after the material terms
of the agreement are agreed upon. Therefore, we
believe the proposal warrants support.
05/20/04 - A Archstone Smith Trust *ASN* 039583109 03/26/04 60,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restrict Severance Agreements Against For ShrHoldr
In this case, we believe that the ceiling set
by proponent of 2.99 times the sum of an
executive's base salary plus bonus is widely
considered as the standard threshold level of
severance remuneration for corporate executives
that should be subject to a shareholder vote.
Additionally, since the proponent's proposal
does not require that shareholder approval be
obtained prior to adoption of an executive
employment agreement, we do not believe that
adoption of this proposal would unduly hinder
management's ability to negotiate such
agreements with potential executives.
05/11/04 - A Arden Realty, Inc. *ARI* 039793104 03/31/04 37,200
1 Elect Directors For For Mgmt
2 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
05/05/04 - A AvalonBay Communities, Inc. 053484101 03/09/04 20,000
*AVB*
1 Elect Directors For Split Mgmt
1.1 Elect Director Bryce Blair --- For
We recommend a vote FOR the directors with the
exception of independent outsider Charles D.
Peebler, Jr. We recommend that shareholders
WITHHOLD votes from Charles D. Peebler, Jr. for
poor attendance.
1.2 Elect Director Bruce A. Choate ---
For
1.3 Elect Director John J. Healy, Jr.
--- For
1.4 Elect Director Gilbert M. Meyer ---
For
1.5 Elect Director Charles D. Peebler,
Jr. --- Withhold
1.6 Elect Director Lance R. Primis ---
For
1.7 Elect Director Allan D. Schuster
--- For
1.8 Elect Director Amy P. Williams ---
For
2 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans. Here, if the
company adopts a pill, the shareholders will
have a chance to redeem it within a relatively
short period after implementation. Therefore,
we believe this shareholder proposal is
unnecessary.
05/13/04 - A Bedford Property Investors, 076446301 03/12/04 3,300
Inc. *BED*
1 Elect Directors For For Mgmt
2 Amend Non-Employee Director Stock For For Mgmt
Option Plan
3 Ratify Auditors For For Mgmt
05/05/04 - A Boston Properties Inc. *BXP* 101121101 03/17/04 37,600
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors Against Against ShrHoldr
05/03/04 - A Brandywine Realty Trust *BDN* 105368203 03/24/04 11,500
1 Elect Directors For Split Mgmt
1.1 Elect Trustee Walter D'Alessio ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Robert C.
Larson. We recommend that shareholders WITHHOLD
votes from Robert C. Larson for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Trustee D. Pike Aloian --- For
1.3 Elect Trustee Donald E. Axinn ---
For
1.4 Elect Trustee Robert C. Larson ---
Withhold
1.5 Elect Trustee Anthony A. Nichols,
Sr. --- For
1.6 Elect Trustee Charles P. Pizzi ---
For
1.7 Elect Trustee Gerard H. Sweeney ---
For
2 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We support the submission of golden parachutes
and other severance provisions for shareholder
ratification as a general principle.
Furthermore, we believe that a company's
parachute provisions should be reasonable and
not excessive. To be effective without creating
distorted incentives with respect to
management, severance arrangements must be
considerably less attractive than continued
employment with the company. In this case, we
believe that the ceiling set by proponent of
2.99 times the sum of an executive's base
salary plus bonus is widely considered as the
standard threshold level of severance
remuneration for corporate executives that
should be subject to a shareholder vote.
Additionally, since the proponent's proposal
does not require that shareholder approval be
obtained prior to adoption of an executive
employment agreement, we do not believe that
adoption of this proposal would unduly hinder
management's ability to negotiate such
agreements with potential executives.
05/20/04 - A BRE Properties, Inc. *BRE* 05564E106 03/15/04 13,000
1 Declassify the Board of Directors For Against Mgmt
2 Elect Directors For For Mgmt
3 Ratify Auditors For For Mgmt
04/28/04 - A Brookfield Properties Corp. 112900105 03/17/04 45,600
*BPO.*
1 Elect Directors For Split Mgmt
1.1 Elect Gordon E. Arnell as a
Director --- For
We recommend a vote in favour of all of the
director nominees with the exception of John E.
Zuccotti. We recommend that shareholders
withhold votes with respect to Mr. Zuccotti's
candidacy due to poor attendance at meetings of
the board in the past fiscal year. We als
recommend withholding votes from Jack L.
Cockwell because he is an insider on the
Compensation Committee.
1.2 Elect William T. Cahill as a
Director --- For
1.3 Elect Richard B. Clark as a
Director --- For
1.4 Elect Jack L. Cockwell as a
Director --- Withhold
1.5 Elect J. Bruce Flatt as a Director
--- For
1.6 Elect Lance Liebman as a Director
--- For
1.7 Elect John R. McCaig as a Director
--- For
1.8 Elect Paul D. McFarlane as a
Director --- For
1.9 Elect Allan S. Olson as a Director
--- For
1.10 Elect Sam Pollock as a Director ---
For
1.11 Elect William C. Wheaton as a
Director --- For
1.12 Elect John E. Zuccotti as a
Director --- Withhold
2 Amend Stock Option Plan For For Mgmt
3 Ratify Deloitte & Touche LLP as For For Mgmt
Auditors
05/05/04 - A Camden Property Trust *CPT* 133131102 03/15/04 14,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard J. Campo ---
Withhold
We recommend a vote FOR the trust managers with
the exceptions of insiders Richard J. Campo and
D. Keith Oden, affiliated outsiders William R.
Cooper and Scott S. Ingraham, and independent
outsider Steven A. Webster. We recommend that
shareholders WITHHOLD votes from Scott S.
Ingraham for standing as an affiliated outsider
on the Audit Committee and for failure to
establish a majority independent board, and
from William R. Cooper for standing as an
affiliated outsider on the Compensation and
Nominating committees and for failure to
establish a majority independent board. We also
recommend that shareholders WITHHOLD votes from
Richard J. Campo and D. Keith Oden for failure
to establish a majority independent board.
Lastly, we recommend that shareholders WITHHOLD
votes from Steven A. Webster for sitting on
more than six boards.
1.2 Elect Director William R. Cooper
--- Withhold
1.3 Elect Director George A. Hrdlicka
--- For
1.4 Elect Director Scott S. Ingraham
--- Withhold
1.5 Elect Director Lewis A. Levey ---
For
1.6 Elect Director D. Keith Oden ---
Withhold
1.7 Elect Director F. Gardner Parker
--- For
1.8 Elect Director Steven A. Webster
--- Withhold
05/11/04 - A Capital Automotive Reit *CARS* 139733109 03/01/04 3,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A CarrAmerica Realty Corp. *CRE* 144418100 03/05/04 26,900
1 Elect Directors For For Mgmt
2 Establish Term Limits for Directors Against Against ShrHoldr
05/04/04 - A Catellus Development Corp. 149113102 03/16/04 23,157
*CDX*
1 Elect Directors For For Mgmt
05/10/04 - A CBL & Associates Properties, 124830100 03/12/04 15,200
Inc. *CBL*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/20/04 - A Cendant Corporation *CD* 151313103 02/23/04 13,000
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For Against Mgmt
3 Ratify Auditors For For Mgmt
Shareholder Proposals
4 Separate Chairman and CEO Positions Against Against ShrHoldr
5 Limit Executive Compensation Against Against ShrHoldr
05/18/04 - A CenterPoint Properties Trust 151895109 03/22/04 6,197
*CNT*
1 Elect Directors For Split Mgmt
1.1 Elect Director Nicholas C. Babson
--- For
We recommend a vote FOR the directors with the
exception of Martin Barber. We recommend that
shareholders WITHHOLD votes from Martin Barber
for standing as an affiliated outsider on the
Audit and Nominating Committees. Since the
board of directors is not majority independent
by our standards, we will recommend withholding
votes from board insiders and affiliated
outsiders. We recommend that shareholders
WITHHOLD votes from John S. Gates, Jr., Robert
L. Stovall, Michael M. Mullen, and Paul S.
Fisher.
1.2 Elect Director Martin Barber ---
Withhold
1.3 Elect Director Norman R. Bobins ---
For
1.4 Elect Director Alan D. Feld --- For
1.5 Elect Director Paul S. Fisher ---
Withhold
1.6 Elect Director John S. Gates, Jr.
--- Withhold
1.7 Elect Director Michael M. Mullen
--- Withhold
1.8 Elect Director Thomas E. Robinson
--- For
1.9 Elect Director John C. Staley ---
For
1.10 Elect Director Robert L. Stovall
--- Withhold
2 Increase Authorized Common Stock For Against Mgmt
The requested increase of 70,000,000 shares, is
above the allowable threshold of 65,000,000
shares.
06/10/04 - A Chelsea Property Group, Inc. 163421100 04/16/04 26,700
*CPG*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Declassify the Board of Directors For Against Mgmt
4 Amend Stock Option Plan For Against Mgmt
The total cost of the company's plans of 8.45
percent is above the allowable cap for this
company of 5.49 percent.
5 Ratify Auditors For For Mgmt
05/04/04 - A Choice Hotels International, 169905106 03/10/04 1,600
Inc. *CHH*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/21/04 - A Colonial Properties Trust 195872106 02/17/04 1,289
*CLP*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Trustees For Against Mgmt
05/25/04 - A Cornerstone Realty Income 21922V102 03/31/04 1,693
Trust, Inc. *TCR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert A. Gary, IV
--- For
We recommend a vote FOR the directors with the
exceptions of insider W. Tennent Houston and
affiliated outsider Penelope W. Kyle. We
recommend that shareholders WITHHOLD votes from
W. Tennent Houston for failure to establish a
majority independent board, and from Penelope
W. Kyle for standing as an affiliated outsider
on the Compensation Committee and for failure
to establish a majority independent board.
1.2 Elect Director W. Tennent Houston
--- Withhold
1.3 Elect Director Penelope W. Kyle ---
Withhold
1.4 Elect Director Harry S. Taubenfeld
--- For
05/13/04 - A Corporate Office Properties 22002T108 03/15/04 11,700
Trust, Inc. *OFC*
1 Elect Directors For For Mgmt
05/04/04 - A Cousins Properties Inc. *CUZ* 222795106 03/17/04 6,900
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
06/28/04 - A Crescent Real Estate Equities 225756105 04/29/04 21,500
Company *CEI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/04 - A Developers Diversified Realty 251591103 03/22/04 45,700
Corp. *DDR*
1 Elect Directors For For Mgmt
2 Amend Shareholder Rights Plan For For Mgmt
(Poison Pill)
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/28/04 - A Duke Realty Corporation *DRE* 264411505 03/01/04 29,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Separate Chairman and CEO Positions Against Against ShrHoldr
05/27/04 - A EastGroup Properties, Inc. 277276101 04/14/04 4,200
*EGP*
1 Elect Directors For For Mgmt
1.1 Elect Director D. Pike Aloian ---
For
1.2 Elect Director Alexander G. Anagnos
--- For
1.3 Elect Director H. C. Bailey, Jr.
--- For
1.4 Elect Director Hayden C. Eaves, III
--- For
1.5 Elect Director Fredric H. Gould ---
For
1.6 Elect Director David H. Hoster II
--- For
1.7 Elect Director David M. Osnos ---
For
1.8 Elect Director Leland R. Speed ---
For
2 Approve Omnibus Stock Plan For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/12/04 - A Entertainment Properties Trust 29380T105 03/05/04 2,000
*EPR*
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/13/04 - A Equity Inns, Inc. *ENN* 294703103 03/15/04 11,000
1 Elect Directors For For Mgmt
05/19/04 - A Equity Office Properties Trust 294741103 03/12/04 80,000
*EOP*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/21/04 - A Equity One, Inc. *EQY* 294752100 04/21/04 1,700
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
05/28/04 - A Equity Residential *EQR* 29476L107 03/29/04 88,500
1 Elect Directors For For Mgmt
2 Amend Articles/Bylaws/Charter to For For Mgmt
Remove Antitakeover Provision(s)
3 Ratify Auditors For For Mgmt
05/11/04 - A Essex Property Trust, Inc. 297178105 02/27/04 10,500
*ESS*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 1,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Provide for Cumulative Voting Against Against ShrHoldr
05/05/04 - A Federal Realty Investment 313747206 03/24/04 12,200
Trust *FRT*
1 Elect Directors For For Mgmt
2 Change Range for Size of the Board For For Mgmt
3 Reduce Supermajority Vote For For Mgmt
Requirement
4 Ratify Auditors For For Mgmt
05/18/04 - A Felcor Lodging Trust 31430F101 03/22/04 8,000
Incorporated *FCH*
1 Elect Directors For Split Mgmt
1.1 Elect Director Melinda J. Bush ---
Withhold
We recommend voting for all nominees with the
exception of the compensation committee
members. Specifically, we recommend that
shareholders WITHHOLD votes from independent
outsiders and Compensation Committee members
Michael D. Rose, Robert H. Lutz, Jr., and
Melinda J. Bush for not aligning the interests
of shareholders with CEO compensation.
1.2 Elect Director Charles A.
Ledsinger, Jr. --- For
1.3 Elect Director Robert H. Lutz, Jr.
--- Withhold
1.4 Elect Director Michael D. Rose ---
Withhold
2 Ratify Auditors For For Mgmt
05/13/04 - A First American Corp. *FAF* 318522307 03/24/04 2,500
1 Elect Directors For For Mgmt
05/12/04 - A First Industrial Realty Trust, 32054K103 03/22/04 1,645
Inc. *FR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Jay H. Shidler ---
For
1.2 Elect Director J. Steven Wilson ---
Withhold
2 Ratify Auditors For For Mgmt
06/08/04 - A Forest City Enterprises, Inc. 345550107 04/12/04 4,161
*FCE.A*
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael P. Esposito,
Jr. --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Joan K.
Shafran. We recommend that shareholders
WITHHOLD votes from Joan K. Shafran for failure
to establish a majority independent board.
1.2 Elect Director Joan K. Shafran ---
Withhold
1.3 Elect Director Louis Stokes --- For
1.4 Elect Director Stan Ross --- For
2 Amend Stock Option Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 6.63 percent is above the allowable cap for
this company of 5.57 percent.
3 Ratify Auditors For For Mgmt
05/19/04 - A Friedman, Billings, Ramsey, 358434108 04/23/04 3,500
Group, Inc. *FBR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Emanuel J. Friedman
--- For
We recommend a vote FOR the directors with the
exception of Wallace L. Timmeny. We recommend
that shareholders WITHHOLD votes from Wallace
L. Timmeny for standing as an affiliated
outsider on the Nominating Committee.
1.2 Elect Director Eric F. Billings ---
For
1.3 Elect Director W. Russell Ramsey
--- For
1.4 Elect Director Daniel J. Altobello
--- For
1.5 Elect Director Peter A. Gallagher
--- For
1.6 Elect Director Stephen D. Harlan
--- For
1.7 Elect Director Russell C. Lindner
--- For
1.8 Elect Director Wallace L. Timmeny
--- Withhold
1.9 Elect Director John T. Wall --- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/05/04 - A General Growth Properties, 370021107 03/17/04 89,511
Inc. *GGP*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/04 - A Glenborough Realty Trust Inc. 37803P105 02/27/04 19,500
*GLB*
1 Elect Directors For For Mgmt
05/07/04 - A Health Care Property 421915109 03/24/04 9,400
Investors, Inc. *HCP*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For Against Mgmt
The requested increase of 550,000,000 shares is
above the allowable threshold of 340,000,000
shares.
3 Declassify the Board of Directors For Against Mgmt
4 Ratify Auditors For For Mgmt
05/06/04 - A Health Care REIT, Inc. *HCN* 42217K106 03/11/04 4,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Thomas J. DeRosa ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Bruce G.
Thompson. We recommend that shareholders
WITHHOLD votes from Bruce G. Thompson for poor
attendance.
1.2 Elect Director Jeffrey H. Donahue
--- For
1.3 Elect Director Bruce G. Thompson
--- Withhold
2 Ratify Auditors For For Mgmt
05/11/04 - A Healthcare Realty Trust, Inc. 421946104 03/11/04 3,100
*HR*
1 Elect Directors For For Mgmt
05/07/04 - A Heritage Property Investment 42725M107 03/12/04 4,500
Trust Inc *HTG*
1 Elect Directors For Split Mgmt
1.1 Elect Director Joseph L. Barry ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Kevin C.
Phelan. We recommend that shareholders WITHHOLD
votes from Kevin C. Phelan for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Richard C. Garrison
--- For
1.3 Elect Director David W. Laughton
--- For
1.4 Elect Director Kevin C. Phelan ---
Withhold
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/25/04 - A HIGHLAND HOSPITALITY CORP 430141101 04/02/04 6,500
*HIH*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
05/18/04 - A Highwoods Properties, Inc. 431284108 03/15/04 15,200
*HIW*
1 Elect Directors For For Mgmt
1.1 Elect Director Edward J. Fritsch
--- For
1.2 Elect Director Lawrence S. Kaplan
--- For
1.3 Elect Director L. Glenn Orr, Jr.
--- For
1.4 Elect Director William E. Graham,
Jr. --- For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/27/04 - A Hilton Hotels Corp. *HLT* 432848109 03/29/04 47,000
1 Elect Directors For For Mgmt
1.1 Elect Director A. Steven Crown ---
For
1.2 Elect Director David Michels --- For
1.3 Elect Director John H. Myers --- For
1.4 Elect Director Donna F. Tuttle ---
For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Incentive Bonus Plan For For Mgmt
5 Declassify the Board of Directors Against Against ShrHoldr
6 Require Majority of Independent Against For ShrHoldr
Directors on Board
Currently, according to our definitions, the
board consists of two insiders, four affiliated
outsiders, and seven independent outsiders.
Thus, insiders and affiliated outsiders
constitute 46 percent of the board seats. We
believe that a board should consist of a
substantial majority of independent outsiders.
In summary, in evaluating proposals requiring
that a substantial majority of the board be
composed of independent directors, shareholders
should closely examine the current composition
of the board, the proponent's definition of
independence, and the board's responsiveness to
shareholder concerns. If the board composition
is poor or the board has not fulfilled its
fiduciary duties, then shareholders should vote
in favor of a proposal which would require a
greater number of outsiders on the board.
However, if the board is already sufficiently
independent and is fulfilling its fiduciary
duty, support of such a proposal is
unnecessary. Although we do not agree with all
of the proponent's classifications of
independent directors, in light of the fact
that the board is only 54 percent independent,
we believe this proposal sends an important
message to management and is in shareholders'
best interests.
05/04/04 - A Home Properties Inc *HME* 437306103 03/10/04 15,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A Hospitality Properties Trust 44106M102 03/16/04 4,000
*HPT*
1 Elect Directors For Withhold Mgmt
1.1 Elect Trustee Arthur G.
Koumantzelis --- Withhold
We recommend withholding votes from independent
outsider Arthur G. Koumantzelis. We recommend
that shareholders WITHHOLD votes from Arthur G.
Koumantzelis for failing to remove a dead-hand,
slow-hand, or similar feature in the company's
poison pill.
05/20/04 - A Host Marriott Corp. *HMT* 44107P104 03/30/04 125,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For Against Mgmt
05/11/04 - A HRPT Properties Trust *HRP* 40426W101 03/19/04 20,300
1 Elect Directors For For Mgmt
05/25/04 - A Impac Mortgage Holdings, Inc. 45254P102 04/02/04 4,500
*IMH*
1 Elect Directors For Split Mgmt
1.1 Elect Director Joseph R. Tomkinson
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Stephan R.
Peers. We recommend that shareholders WITHHOLD
votes from Stephan R. Peers for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director William S. Ashmore
--- For
1.3 Elect Director James Walsh --- For
1.4 Elect Director Frank P. Filipps ---
For
1.5 Elect Director Stephan R. Peers ---
Withhold
1.6 Elect Director William E. Rose ---
For
1.7 Elect Director Leigh J. Abrams ---
For
2 Amend Charter For For Mgmt
05/25/04 - A iStar Financial Inc. *SFI* 45031U101 04/01/04 18,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Jay Sugarman ---
Withhold
While we support the concept of pay for
performance, we believe that this CEO
compensation package of nearly $90 million is
simply egregious. At the expense of
shareholders, Mr. Sugarman has benefited from a
flawed compensation program that has been
poorly administered. The excessive stock grant
and the cash component of $53 million to cover
tax obligations and exercise price is an
eye-popping example of poor stewardship by the
compensation committee. As such, we recommend
withholding votes from the compensation
committee members with the exception of Mr.
Weber, for the design and administration of
this enormous pay package, and recommend
withholding votes from Mr. Sugarman as the
beneficiary of this generous compensation. We
are recommending FOR Jeffrey Weber, since he
only recently joined the Compensation Committee
in April 2004, thus he is not directly
responsible for the design of the 2001
employment agreement and the 2003 payouts to
Mr. Sugarman.
1.2 Elect Director Willis Andersen, Jr.
--- For
1.3 Elect Director Robert W. Holman,
Jr. --- For
1.4 Elect Director Robin Josephs ---
Withhold
1.5 Elect Director John G. McDonald ---
Withhold
1.6 Elect Director George R. Puskar ---
For
1.7 Elect Director Jeffrey A. Weber ---
For
2 Amend Deferred Compensation Plan For For Mgmt
3 Amend Omnibus Stock Plan For Against Mgmt
While we support the performance-based
compensation, we believe that the High
Performance Unit Program for key senior
executives serves as another vehicle for
excessive compensation. In light of the
lucrative pay package for Mr. Sugarman, we
recommend voting against this proposal.
4 Ratify Auditors For For Mgmt
06/03/04 - A Keystone Property Trust *KTR* 493596100 04/29/04 5,600
1 Elect Directors For For Mgmt
2 Declassify the Board of Trustees For Against Mgmt
05/18/04 - A Kilroy Realty Corp. *KRC* 49427F108 03/16/04 6,500
1 Elect Directors For Split Mgmt
1.1 Elect Director John R. D'Eathe ---
Withhold
We recommend a vote FOR Edward F. Brennan, but
WITHHOLD votes from all the other nominees. We
recommend that shareholders WITHHOLD votes from
independent outsiders William P. Dickey and
John R. D'Eathe for failure to implement the
proposal to submit the company's poison pill to
a shareholder vote.
1.2 Elect Director William P. Dickey
--- Withhold
1.3 Elect Director E. F. Brennan, Ph.D.
--- For
05/20/04 - A Kimco Realty Corp. *KIM* 49446R109 03/22/04 19,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Martin Kimmel ---
Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Frank
Lourenso, Richard G. Dooley and Martin S.
Kimmel, and insiders David B. Henry, Michael J.
Flynn and Milton Cooper. We recommend that
shareholders WITHHOLD votes from Richard G.
Dooley for standing as an affiliated outsider
on the Audit, Compensation and Nominating
committees and for failure to establish a
majority independent board. We also recommend
that shareholders WITHHOLD votes from Martin S.
Kimmel for standing as an affiliated outsider
on the Compensation and Nominating committees
and for failure to establish a majority
independent board, and from Frank Lourenso for
standing as an affiliated outsider on the
Nominating Committee and for failure to
establish a majority independent board. Lastly,
we recommend that shareholders WITHHOLD votes
from David B. Henry, Michael J. Flynn and
Milton Cooper for failure to establish a
majority independent board.
1.2 Elect Director Milton Cooper ---
Withhold
1.3 Elect Director Richard G. Dooley
--- Withhold
1.4 Elect Director Michael Flynn ---
Withhold
1.5 Elect Director Joe Grills --- For
1.6 Elect Director David Henry ---
Withhold
1.7 Elect Director F. Patrick Hughes
--- For
1.8 Elect Director Frank Lourenso ---
Withhold
1.9 Elect Director Richard Saltzman ---
For
2 Amend Stock Option Plan For For Mgmt
3 Separate Chairman and CEO Positions Against Against ShrHoldr
06/03/04 - A Koger Equity, Inc. 500228101 03/26/04 7,100
1 Elect Directors For Split Mgmt
1.1 Elect Director D. Pike Aloian ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsiders James C.
Teagle, Victor A. Hughes, Jr., and David B.
Hiley, and insider Thomas J. Crocker, from whom
we recommend shareholders WITHHOLD votes for
failure to establish a majority independent
board.
1.2 Elect Director Benjamin C. Bishop,
Jr. --- For
1.3 Elect Director Thomas J. Crocker
--- Withhold
1.4 Elect Director David B. Hiley ---
Withhold
1.5 Elect Director Victor A. Hughes,
Jr. --- Withhold
1.6 Elect Director George F. Staudter
--- For
1.7 Elect Director James C. Teagle ---
Withhold
2 Ratify Auditors For For Mgmt
3 Change Company Name For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
05/20/04 - A La Quinta Corp. *LQI* 50419U202 03/24/04 20,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/04 - A Lasalle Hotel Properties *LHO* 517942108 02/13/04 4,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A Lexington Corporate Properties 529043101 04/12/04 12,000
Trust *LXP*
1 Elect Directors For For Mgmt
1.1 Elect Trustee E. Robert Roskind ---
For
1.2 Elect Trustee Richard J. Rouse ---
For
1.3 Elect Trustee T. Wilson Eglin ---
For
1.4 Elect Trustee Geoffrey Dohrmann ---
For
1.5 Elect Trustee Carl D. Glickman ---
For
1.6 Elect Trustee James Grosfeld --- For
1.7 Elect Trustee Kevin W. Lynch --- For
1.8 Elect Trustee Stanley R. Perla ---
For
1.9 Elect Trustee Seth M. Zachary ---
For
2 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/05/04 - A Liberty Property Trust *LRY* 531172104 03/07/04 20,000
1 Elect Directors For For Mgmt
2 Amend Stock Ownership Limitations For For Mgmt
3 Amend Articles For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
05/18/04 - A LTC Properties, Inc. *LTC* 502175102 04/14/04 5,000
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Increase Authorized Preferred Stock For For Mgmt
4 Approve Stock Option Plan For For Mgmt
5 Approve Restricted Stock Plan For For Mgmt
6 Ratify Auditors For For Mgmt
05/20/04 - A Mack-Cali Realty Corp. *CLI* 554489104 04/06/04 22,400
1 Elect Directors For For Mgmt
1.1 Elect Director Alan S. Bernikow ---
For
1.2 Elect Director Martin D. Gruss ---
For
1.3 Elect Director Vincent Tese --- For
1.4 Elect Director Roy J. Zuckerberg
--- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Adopt a Policy Governing Related Against Against ShrHoldr
Party Transactions
The SEC already requires the company to
disclose, on an annual basis, transactions with
its directors and executive officers. Pursuant
to SEC regulations, which apply to all public
companies, the company is required to provide
information as to: (1) any transaction with a
director or executive officer exceeding $60,000
in which the director or executive officer has
a direct or indirect material interest; and (2)
specified business relationships of directors
and executive officers, and indebtedness of
directors and executive officers to the
company, where the amount of the indebtedness
exceeds $60,000. Approval of this item would
require disclosure of of any relationship or
transaction, regardless of how immaterial the
transaction or relationship may be. We
note that according our director classification
definitions, none of the current directors are
classified as affiliated outsiders due to a
transactional relationship. The only two
affiliated outside directors on the board are a
former executive and the relative of a former
executive. We believe that: (1) the
provisions in the company's articles of
restatement, (2) the provisions in the code of
ethics, and (3) the existing mandatory SEC
disclosures, already constitute substantial
safeguards to prevent potential conflicts of
interest. Although we recognize that the
company maintains numerous related party
transactions, such transactions do not appear
to have impacted the board and key committees'
independence. Given that: (1) the company
maintains adequate safeguards in place to
protect against potential conflicts of interest
via its articles and codes of ethics and (2)
the related party transactions at the company
do not appear to impact the company's corporate
governance, we do not believe that approval of
this item is needed at this time.
06/03/04 - A Maguire Properties, Inc. *MPG* 559775101 04/23/04 7,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Manufactured Home Communities, 564682102 03/12/04 5,000
Inc. *MHC*
1 Elect Directors For For Mgmt
06/09/04 - A MFA Mortgage Investments Inc 55272X102 04/12/04 10,000
*MFA*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/20/04 - A National Health Investors, 63633D104 02/20/04 3,200
Inc. *NHI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/16/04 - A Nationwide Health Properties, 638620104 02/27/04 7,000
Inc. *NHP*
1 Elect Directors For Split Mgmt
1.1 Elect Director David R. Banks ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider David R.
Banks. We recommend that shareholders WITHHOLD
votes from David R. Banks for standing as an
affiliated outsider on the Audit, Compensation
and Nominating committees.
1.2 Elect Director Douglas M. Pasquale
--- For
1.3 Elect Director Jack D. Samuelson
--- For
05/12/04 - A New Plan Excel Realty Trust, 648053106 03/01/04 12,800
Inc. *NXL*
1 Elect Directors For For Mgmt
05/27/04 - A NEWCASTLE INVT CORP *NCT* 65105M108 04/27/04 6,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/14/04 - A One Liberty Properties, Inc. 682406103 04/24/04 4,300
*OLP*
1 Elect Directors For For Mgmt
2 Amend Articles For For Mgmt
3 Ratify Auditors For For Mgmt
05/06/04 - A Pan Pacific Retail Properties, 69806L104 03/05/04 16,200
Inc. *PNP*
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For Against Mgmt
3 Amend Articles to Increase For For Mgmt
Ownership Limits of Common Stock
05/06/04 - A Parkway Properties, Inc. *PKY* 70159Q104 03/23/04 8,000
1 Elect Directors For For Mgmt
2 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
06/03/04 - A Pennsylvania Real Estate 709102107 04/20/04 9,500
Investment Trust *PEI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Plum Creek Timber Company, 729251108 03/15/04 8,600
Inc. *PCL*
1 Elect Directors For Split Mgmt
1.1 Elect Director Rick R. Holley ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider David D.
Leland. We recommend that shareholders WITHHOLD
votes from David D. Leland for standing as an
affiliated outsider on the Audit & Compliance
and Corporate Governance & Nominating
committees.
1.2 Elect Director Ian B. Davidson ---
For
1.3 Elect Director Robin Josephs --- For
1.4 Elect Director David D. Leland ---
Withhold
1.5 Elect Director John G. McDonald ---
For
1.6 Elect Director Hamid R. Moghadam
--- For
1.7 Elect Director John H. Scully ---
For
1.8 Elect Director Stephen C. Tobias
--- For
1.9 Elect Director Carl B. Webb --- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Endorse CERES Principles Against Against ShrHoldr
We will continue to evaluate the company's
reporting on these issues to assess whether
adoption of the CERES Principles may benefit
the company in the future; however, in light of
the company's existing environmental
principles, its participation in the SFI, and
other environmental initiatives and
partnerships, we do not believe that
endorsement of the CERES Principles is
necessary at this time
05/27/04 - A Post Properties, Inc. *PPS* 737464107 03/26/04 6,001
1 Elect Directors For For Mgmt
1.1 Elect Director Douglas Crocker II
--- For
1.2 Elect Director Walter M. Deriso,
Jr. --- For
1.3 Elect Director Nicholas B.
Paumgarten --- For
2 Declassify the Board of Directors For Against Mgmt
3 Submit Director Compensation to Vote Against Against ShrHoldr
In view of the binding nature of this proposal
and the broad range of implications of
submitting all director compensation to a vote
annually, the hurdle for supporting this
proposal is set high. While we recognize the
difficulty in finding true peers within the
industry due to the relatively rare role of
non-executive chairman, Mr. Goddard's
compensation does seem above industry average.
We will continue to monitor the compensation
committee's practices and disclosure regarding
director compensation. On aggregate, it appears
that Post's board compensation on an per
director basis is in line with its peer group,
while the board size is somewhat above industry
practice. At this time, in the absence of
compelling evidence of abusive director
compensation practices, we recommend against
this binding proposal.
05/05/04 - A Prentiss Properties Trust *PP* 740706106 03/19/04 20,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
05/18/04 - A ProLogis *PLD* 743410102 03/17/04 84,800
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
3 Ratify Auditors For For Mgmt
05/04/04 - A PS Business Parks, Inc. 69360J107 03/26/04 10,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Ronald L. Havner,
Jr. --- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Harvey Lenkin,
and insiders Ronald L. Havner, Jr. and Joseph
D. Russell, Jr. We recommend that shareholders
WITHHOLD votes from Harvey Lenkin, Ronald L.
Havner, Jr. and Joseph D. Russell, Jr. for
failure to establish an independent nominating
committee.
1.2 Elect Director Joseph D. Russell,
Jr. --- Withhold
1.3 Elect Director Harvey Lenkin ---
Withhold
1.4 Elect Director Vern O. Curtis ---
For
1.5 Elect Director Arthur M. Friedman
--- For
1.6 Elect Director James H. Kropp ---
For
1.7 Elect Director Alan K. Pribble ---
For
1.8 Elect Director Jack D. Steele ---
For
2 Approval of the Retirement Plan for For For Mgmt
Non-Employee Directors
3 Ratify Auditors For For Mgmt
05/06/04 - A Public Storage, Inc. *PSA* 74460D109 03/26/04 28,200
1 Elect Directors For Split Mgmt
1.1 Elect Director B. Wayne Hughes ---
For
We recommend a vote FOR the directors with the
exception of B. Wayne Hughes, Jr.. We recommend
that shareholders WITHHOLD votes from B. Wayne
Hughes, Jr. for poor attendance.
1.2 Elect Director Ronald L. Havner,
Jr. --- For
1.3 Elect Director Harvey Lenkin --- For
1.4 Elect Director Robert J. Abernethy
--- For
1.5 Elect Director Dann V. Angeloff ---
For
1.6 Elect Director William C. Baker ---
For
1.7 Elect Director John T. Evans --- For
1.8 Elect Director Uri P. Harkham ---
For
1.9 Elect Director B. Wayne Hughes, Jr.
--- Withhold
1.10 Elect Director Daniel C. Staton ---
For
2 Ratify Auditors For For Mgmt
05/13/04 - A Pulte Homes Inc. *PHM* 745867101 03/16/04 3,000
1 Elect Directors For For Mgmt
1.1 Elect Director Richard J. Dugas,
Jr. --- For
1.2 Elect Director David N. McCammon
--- For
1.3 Elect Director William J. Pulte ---
For
1.4 Elect Director Francis J. Sehn ---
For
1.5 Elect Director Michael E. Rossi ---
For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditor Against For ShrHoldr
Before the corporate accounting-related
scandals of the past two years, ratification of
auditors was generally viewed as a routine
agenda item. A vote for an auditor by
shareholders is confirmation that the auditor
has objectively reviewed the company's
financial statements for compliance with
generally accepted accounting principles. Due
to the recent SEC rules on auditor independence
and increased shareholder scrutiny on this
issue, however, ratification of auditors has
turned into a more controversial agenda item.
As such, we believe that shareholders should
have the opportunity to assess the auditor's
general performance, the audit and non-audit
related fees paid by the company, and the
auditor's overall independence. We can
see no compelling reason why the company's
shareholders should not be given the right to a
non-binding ratification of the independent
auditor selected by the company's audit
committee.
06/10/04 - A Ramco-Gershenson Properties 751452202 04/12/04 6,400
Trust *RPT*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A Rayonier Inc. *RYN* 754907103 03/22/04 7,100
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/11/04 - A Realty Income Corp. *O* 756109104 03/03/04 3,000
1 Elect Directors For For Mgmt
06/02/04 - A Reckson Associates Realty 75621K106 03/22/04 8,700
Corp. *RA*
1 Declassify the Board of Directors For Against Mgmt
2 Amend Stock Ownership Limitations For For Mgmt
3 Elect Directors For Split Mgmt
3.1 Elect Director Peter Quick --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Stanley
Steinberg. We recommend that shareholders
WITHHOLD votes from Stanley Steinberg for
standing as an affiliated outsider on the
Compensation and Nominating committees.
3.2 Elect Director Stanley Steinberg
--- Withhold
3.3 Elect Director John Ruffle --- For
3.4 Elect Director Elizabeth McCaul ---
For
3.5 Elect Director Douglas Crocker II
--- For
3.6 Elect Director Scott H. Rechler ---
For
3.7 Elect Director Donald J. Rechler
--- For
3.8 Elect Director Lewis S. Ranieri ---
Withhold
3.9 Elect Director Ronald H. Menaker
--- For
4 Ratify Auditors For For Mgmt
04/28/04 - A Regency Centers Corp. *REG* 758849103 03/22/04 30,900
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For Against Mgmt
3 Increase Authorized Preferred Stock For Against Mgmt
Although we recognize the REIT's need to raise
capital, the requested increase of 20,000,000
shares is above the allowable threshold of
8,500,000 shares.
4 Amend Stock Ownership Limitations For For Mgmt
05/11/04 - A Senior Housing Properties 81721M109 03/17/04 6,000
Trust *SNH*
1 Elect Directors For For Mgmt
06/29/04 - A Shurgard Storage Centers, Inc. 82567D104 06/03/04 20,000
*SHU*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/05/04 - A Simon Property Group, Inc. 828806109 03/08/04 71,100
*SPG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Separate Chairman and CEO Positions Against Against ShrHoldr
05/19/04 - A SL Green Realty Corp. *SLG* 78440X101 03/31/04 31,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A Sovran Self Storage, Inc. 84610H108 04/02/04 2,000
*SSS*
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert J. Attea ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Charles E.
Lannon and insiders Kenneth F. Myszka and
Robert J. Attea, from whom we recommend
shareholders WITHHOLD votes for failure to
establish a majority independent board.
1.2 Elect Director Kenneth F. Myszka
--- Withhold
1.3 Elect Director John E. Burns --- For
1.4 Elect Director Michael A. Elia ---
For
1.5 Elect Director Anthony P. Gammie
--- For
1.6 Elect Director Charles E. Lannon
--- Withhold
2 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
3 Approve Outside Director Stock For For Mgmt
Awards/Options in Lieu of Cash
4 Ratify Auditors For For Mgmt
05/12/04 - A Standard Pacific Corp. *SPF* 85375C101 03/17/04 2,900
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 40,000
Worldwide, Inc. *HOT*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Declassify the Board of Directors For Against Mgmt
05/26/04 - A Summit Properties Inc. *SMT* 866239106 03/19/04 9,500
1 Elect Directors For For Mgmt
05/20/04 - A Sun Communities, Inc. *SUI* 866674104 04/09/04 5,500
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director Stock For For Mgmt
Option Plan
05/14/04 - A Tanger Factory Outlet Centers, 875465106 03/31/04 3,800
Inc. *SKT*
1 Elect Directors For For Mgmt
1.1 Elect Director Stanley K. Tanger
--- For
1.2 Elect Director Steven B. Tanger ---
For
1.3 Elect Director Jack Africk --- For
1.4 Elect Director William G. Benton
--- For
1.5 Elect Director Thomas E. Robinson
--- For
2 Amend Stock Option Plan For For Mgmt
3 Amend Stock Option Plan For Against Mgmt
The total cost of the company's plans of 7.95
percent is above the allowable cap for this
company of 7.84 percent.
05/18/04 - A Taubman Centers, Inc. *TCO* 876664103 03/31/04 20,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/28/04 - A The Macerich Co. *MAC* 554382101 03/17/04 24,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Edward C. Coppola
--- Withhold
We recommend a vote FOR the all the directors
except for Edward Coppola. We recommend that
shareholders WITHHOLD votes from Edward Coppola
for failure to establish a majority independent
board.
1.2 Elect Director Fred S. Hubbell ---
For
1.3 Elect Director Diana M. Laing ---
For
1.4 Elect Director Dr. William P.
Sexton --- For
2 Ratify Auditors For For Mgmt
06/10/04 - A The Mills Corporation *MLS* 601148109 04/12/04 19,000
1 Elect Directors For Split Mgmt
1.1 Elect Director James C. Braithwaite
--- Withhold
We recommend a vote FOR the directors with the
exception of Harry H. Nick and James C.
Braithwaite. We recommend that shareholders
WITHHOLD votes from Harry H. Nick for standing
as an affiliated outsider on the Audit,
Compensation and Nominating Committees and for
failure to establish a majority independent
board and from James C. Braithwaite for failure
to establish a majority independent board.
1.2 Elect Director Joseph B. Gildenhorn
--- For
1.3 Elect Director Harry H. Nick ---
Withhold
1.4 Elect Director Robert P. Pincus ---
For
2 Ratify Auditors For For Mgmt
3 Increase Authorized Preferred Stock For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Approve Executive High Performance For For Mgmt
Program
05/06/04 - A The Rouse Co. *RSE* 779273101 03/10/04 38,500
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
05/18/04 - A The St. Joe Company *JOE* 790148100 03/31/04 1,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael L. Ainslie
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Winfred L.
Thornton and John S. Lord. We recommend that
shareholders WITHHOLD votes from John S. Lord
for standing as an affiliated outsider on the
Compensation Committee and from Winfred L.
Thornton for standing as an affiliated outsider
on the Nominating Committee.
1.2 Elect Director Hugh M. Durden ---
For
1.3 Elect Director Adam W. Herbert, Jr.
--- For
1.4 Elect Director Delores Kesler ---
For
1.5 Elect Director John S. Lord ---
Withhold
1.6 Elect Director Walter L. Revell ---
For
1.7 Elect Director Peter S. Rummell ---
For
1.8 Elect Director Winfred L. Thornton
--- Withhold
1.9 Elect Director William H. Walton,
III --- For
2 Eliminate Preemptive Rights For Against Mgmt
Preemptive rights are usually a significant
impediment in raising private equity financing.
In addition, the company is relatively stable
and does not need to revert to private
financing to raise equity. Due to the fact that
the company is majority held by insiders, it
makes it easier to effect a change in control
in the absence of preemptive rights. We believe
that this management proposal does not warrant
shareholder approval at this time.
3 Ratify Auditors For For Mgmt
04/20/04 - A Thornburg Mortgage, Inc. *TMA* 885218107 03/10/04 1,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Anne-Drue M.
Anderson --- For
We recommend a vote FOR Ann-Drue M. Anderson
but WITHHOLD for Ike Kalangis, Larry A.
Goldstone, and David A. Ater. We recommend that
shareholders WITHHOLD votes from Ike Kalangis,
Larry A. Goldstone, and David A. Ater for
failing to remove a dead-hand, slow-hand, or
similar feature in the company's poison pill.
1.2 Elect Director David A. Ater ---
Withhold
1.3 Elect Director Larry A. Goldstone
--- Withhold
1.4 Elect Director Ike Kalangis ---
Withhold
05/20/04 - A Trizec Properties, Inc. *TRZ* 89687P107 03/25/04 12,000
1 Elect Directors For For Mgmt
1.1 Elect Director Peter Munk --- For
1.2 Elect Director Timothy Callahan ---
For
1.3 Elect Director L. Jay Cross --- For
1.4 Elect Director Brian Mulroney ---
For
1.5 Elect Director James O'Connor ---
For
1.6 Elect Director Glenn Rufrano --- For
1.7 Elect Director Richard Thomson ---
For
1.8 Elect Director Polyvios Vintiadis
--- For
1.9 Elect Director Stephen Volk --- For
1.10 Elect Director Casey Wold --- For
2 Ratify Auditors For For Mgmt
3 Amend Articles For Against Mgmt
Although eliminating the Series B and Class C
convertible preferred would simplify the
company's capital structure and recordkeeping,
this item is bundled with the authorization of
blank-check preferred stock. In this case, the
preferred shares may potentially be used for
anti-takeover purposes. As such, we recommend
that shareholders vote AGAINST this item.
05/04/04 - A United Dominion Realty Trust, 910197102 03/01/04 51,800
Inc. *UDR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Eric J. Foss --- For
We recommend a vote FOR the directors with the
exception of affiliated outsiders James D.
Klingbeil and Jon A. Grove. We recommend that
shareholders WITHHOLD votes from James D.
Klingbeil and Jon A. Grove for standing as
affiliated outsiders on the Compensation
Committee.
1.2 Elect Director Robert P. Freeman
--- For
1.3 Elect Director Jon A. Grove ---
Withhold
1.4 Elect Director James D. Klingbeil
--- Withhold
1.5 Elect Director Robert C. Larson ---
For
1.6 Elect Director Thomas R. Oliver ---
For
1.7 Elect Director Lynne B. Sagalyn ---
For
1.8 Elect Director Mark J. Sandler ---
For
1.9 Elect Director Robert W. Scharar
--- For
1.10 Elect Director Thomas W. Toomey ---
For
2 Ratify Auditors For For Mgmt
06/02/04 - A Universal Health Realty Income 91359E105 04/22/04 3,000
Trust *UHT*
1 Elect Directors For For Mgmt
05/21/04 - A Ventas, Inc. *VTR* 92276F100 03/24/04 7,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Non-Employee Director Stock For For Mgmt
Option Plan
05/27/04 - A Vornado Realty Trust *VNO* 929042109 04/16/04 46,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/23/04 - A Weingarten Realty Investors 948741103 03/05/04 11,500
*WRI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Awards to Executives Against Abstain ShrHoldr
05/04/04 - A Winston Hotels, Inc. *WXH* 97563A102 03/10/04 6,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT BALANCED PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- -------------------------------- ----------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
07/15/03 - S Andrew Corp. *ANDW* 034425108 05/27/03 4,200
1 Issue Shares in Connection with an For For
Acquisition
2 Authorize New Class of Preferred For For
Stock
3 Approve Increase in Size of Board For For
4 Adjourn Meeting For Against
08/27/03 - A Applied Micro Circuits Corp. 03822W109 07/01/03 13,000
*AMCC*
1 Elect Directors For Split
1.1 Elect Director David M. Rickey ---
For
1.2 Elect Director Roger A. Smullen, Sr.
--- For
1.3 Elect Director Cesar Cesaratto ---
For
1.4 Elect Director Franklin P. Johnson,
Jr. --- For
1.5 Elect Director Kevin N. Kalkhoven
--- Withhold
WITHHOLD votes from Kevin N. Kalkhoven for poor
attendance.
1.6 Elect Director L. Wayne Price --- For
1.7 Elect Director Douglas C. Spreng ---
For
1.8 Elect Director Arthur B. Stabenow
--- For
1.9 Elect Director Harvey P. White ---
For
2 Ratify Auditors For For
09/27/03 - A Biomet, Inc. *BMET* 090613100 08/07/03 11,050
1 Elect Directors For For
2 Ratify Auditors For For
08/21/03 - A BMC Software, Inc. *BMC* 055921100 07/03/03 10,000
1 Elect Directors For For
2 Ratify Auditors For For
07/17/03 - A Centex Corp. *CTX* 152312104 05/29/03 2,700
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Approve Omnibus Stock Plan For Against
4 Ratify Auditors For For
08/27/03 - A Computer Associates 204912109 07/02/03 24,875
International, Inc. *CA*
1 Elect Directors For For
2 Approve Non-Employee Director For For
Omnibus Stock Plan
3 Ratify Auditors For For
08/11/03 - A Computer Sciences Corporation 205363104 06/13/03 8,000
*CSC*
1 Elect Directors For For
08/26/03 - A Compuware Corp. *CPWR* 205638109 07/01/03 16,200
1 Elect Directors For Split
1.1 Elect Director Dennis W. Archer ---
For
1.2 Elect Director Gurminder S. Bedi ---
For
1.3 Elect Director Elizabeth A. Chappell
--- For
1.4 Elect Director Elaine K. Didier ---
For
1.5 Elect Director William O. Grabe ---
For
1.6 Elect Director William R. Halling
--- For
1.7 Elect Director Peter Karmanos, Jr.
--- For
1.8 Elect Director Faye Alexander Nelson
--- For
1.9 Elect Director Glenda D. Price ---
For
1.10 Elect Director W. James Prowse ---
Withhold
WITHHOLD votes for standing as an affiliated
outisider on the Audit and Nominating/Governance
committees.
1.11 Elect Director G. Scott Romney ---
For
1.12 Elect Director Lowell P. Weicker,
Jr. --- For
09/25/03 - A Conagra Foods Inc. *CAG* 205887102 07/31/03 23,100
1 Elect Directors For For
2 Ratify Auditors For For
Shareholder Proposals
4 Genetically Modified Organisms (GMO) Against Against
5 Modify Current and Future Stock Against Against
Option Plans
6 Submit Shareholder Rights Plan Against For
(Poison Pill) to Shareholder Vote
09/16/03 - A Cummins , Inc. *CUM* 231021106 08/06/03 1,800
1 Elect Directors For For
1.1 Elect Director Robert J. Darnall ---
For
1.2 Elect Director John M. Deutch --- For
1.3 Elect Director Walter Y. Elisha ---
For
1.4 Elect Director Alexis M. Herman ---
For
1.5 Elect Director William I. Miller ---
For
1.6 Elect Director William D.
Ruckelshaus --- For
1.7 Elect Director Theodore M. Solso ---
For
1.8 Elect Director Franklin A. Thomas
--- For
1.9 Elect Director J. Lawrence Wilson
--- For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
09/25/03 - A Darden Restaurants, Inc. *DRI* 237194105 07/28/03 7,200
1 Elect Directors For For
2 Ratify Auditors For For
07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 110,700
1 Elect Directors For For
2 Declassify the Board of Directors For Against
3 Change Company Name For For
4 Approve Executive Incentive Bonus For For
Plan
07/31/03 - A Electronic Arts, Inc. *ERTS* 285512109 06/04/03 6,200
1 Elect Directors For For
1.1 Elect Director M. Richard Asher ---
For
We recommend a vote FOR the directors.
1.2 Elect Director William J. Byron ---
For
1.3 Elect Director Leonard S. Coleman
--- For
1.4 Elect Director Gary M. Kusin --- For
1.5 Elect Director Gregory B. Maffei ---
For
1.6 Elect Director Timothy Mott --- For
1.7 Elect Director Lawrence F. Probst
III --- For
1.8 Elect Director Linda J. Srere --- For
2 Amend Omnibus Stock Plan For For
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
09/29/03 - A FedEx Corporation *FDX* 31428X106 08/04/03 12,840
1 Elect Directors For Split
1.1 Elect Director August A. Busch IV
--- For
We recommend a vote FOR the directors with the
exception of George J. Mitchell. We recommend
that shareholders WITHHOLD votes from George J.
Mitchell for standing as an affiliated outsider
on the Compensation and Nominating Committees.
1.2 Elect Director John A. Edwardson ---
For
1.3 Elect Director George J. Mitchell
--- Withhold
1.4 Elect Director Joshua I. Smith ---
For
2 Approve Omnibus Stock Plan For For
3 Ratify Auditors For For
Shareholder Proposal
4 Declassify the Board of Directors Against Against
08/11/03 - A Forest Laboratories, Inc. 345838106 06/20/03 15,600
*FRX*
1 Elect Directors For Split
1.1 Elect Director Howard Solomon ---
Withhold
We recommend a vote FOR the directors with the
exceptions of Phillip M. Satow, Kenneth E.
Goodman, and Howard Solomon. We recommend that
shareholders WITHHOLD votes from Phillip M.
Satow for standing as an affiliated outsider on
the Audit Committee and Phillip M. Satow,
Kenneth E. Goodman, and Howard Solomon for
failure to establish an independent nominating
committee.
1.2 Elect Director William J. Candee,
III --- For
1.3 Elect Director George S. Cohan ---
For
1.4 Elect Director Dan L. Goldwasser ---
For
1.5 Elect Director Lester B. Salans,
M.D. --- For
1.6 Elect Director Kenneth E. Goodman
--- Withhold
1.7 Elect Director Phillip M. Satow ---
Withhold
2 Increase Authorized Common Stock For Against
3 Ratify Auditors For For
09/22/03 - A General Mills, Inc. *GIS* 370334104 07/24/03 15,900
1 Elect Directors For For
1.1 Elect Director Stephen R. Demeritt
--- For
1.2 Elect Director Livio D. DeSimone ---
For
1.3 Elect Director William T. Esrey ---
For
1.4 Elect Director Raymond V. Gilmartin
--- For
1.5 Elect Director Judith Richards Hope
--- For
1.6 Elect Director Robert L. Johnson ---
For
1.7 Elect Director John M. Keenan --- For
1.8 Elect Director Heidi G. Miller ---
For
1.9 Elect Director Hilda
Ochoa-Brillembourg --- For
1.10 Elect Director Stephen W. Sanger ---
For
1.11 Elect Director A. Michael Spence ---
For
1.12 Elect Director Dorothy A. Terrell
--- For
1.13 Elect Director Raymond G. Viault ---
For
1.14 Elect Director Paul S. Walsh --- For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
09/10/03 - A H&R Block, Inc. *HRB* 093671105 07/08/03 7,700
1 Elect Directors For For
1.1 Elect Director G. Kenneth Baum ---
For
1.2 Elect Director Henry F. Frigon ---
For
1.3 Elect Director Roger W. Hale --- For
2 Amend Omnibus Stock Plan For For
3 Ratify Auditors For For
09/12/03 - A H. J. Heinz Co. *HNZ* 423074103 07/18/03 15,150
1 Elect Directors For For
2 Ratify Auditors For For
07/25/03 - PC Hercules Inc. *HPC* 427056106 06/06/03 4,600
Dissident Proxy (WHITE CARD)
1 Elect Directors (Opposition Slate) For DoNotVote
2 Ratify Auditors None DoNotVote
3 Approve Non-Employee Director Against DoNotVote
Omnibus Stock Plan
Shareholder Proposals
4 Redemption of the company's Rights For DoNotVote
Agreement
5 Amend Articles to reinstate the For DoNotVote
rights of the shareholders -- Call
Special Meetings and Act by Written
Consent
Management Proxy (GOLD CARD)
1 Elect Directors For For
2 Ratify Auditors For For
3 Approve Non-Employee Director For For
Omnibus Stock Plan
Shareholder Proposals
4 Redemption of the company's Rights Against For
Agreement
5 Amend Articles to reinstate the Against For
rights of the shareholders -- Call
Special Meetings and Act by Written
Consent
07/30/03 - A McKesson Corp. *MCK* 58155Q103 06/03/03 12,480
1 Elect Directors For For
2 Ratify Auditors For For
Shareholder Proposal
3 Submit Severance Agreement Against For
(Change-in-Control) to Shareholder
Vote
08/28/03 - A Medtronic, Inc. *MDT* 585055106 07/03/03 52,500
1 Elect Directors For Split
1.1 Elect Director Richard H. Anderson
--- For
1.2 Elect Director Michael R. Bonsignore
--- For
1.3 Elect Director Gordon M. Sprenger
--- Withhold
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
4 Approve Executive Incentive Bonus For For
Plan
09/26/03 - A National Semiconductor Corp. 637640103 08/14/03 7,800
*NSM*
1 Elect Directors For Split
1.1 Elect Director Brian L. Halla --- For
We recommend a vote FOR the directors with the
exception of Gary P. Arnold. We recommend that
shareholders WITHHOLD votes from Gary P. Arnold
for standing as an affiliated outsider on the
Audit and Nominating Committees.
1.2 Elect Director Steven R. Appleton
--- For
1.3 Elect Director Gary P. Arnold ---
Withhold
1.4 Elect Director Richard J. Danzig ---
For
1.5 Elect Director Robert J. Frankenberg
--- For
1.6 Elect Director E. Floyd Kvamme ---
For
1.7 Elect Director Modesto A. Maidique
--- For
1.8 Elect Director Edward R. Mccracken
--- For
2 Ratify Auditors For For
3 Approve Employee Stock Purchase Plan For For
09/02/03 - A Network Appliance, Inc. *NTAP* 64120L104 07/07/03 14,500
1 Elect Directors For For
1.1 Elect Director Daniel J. Warmenhoven
--- For
1.2 Elect Director Donald T. Valentine
--- For
1.3 Elect Director Sanjiv Ahuja --- For
1.4 Elect Director Carol A. Bartz --- For
1.5 Elect Director Michael R. Hallman
--- For
1.6 Elect Director Nicholas G. Moore ---
For
1.7 Elect Director Dr. Sachio Semmoto
--- For
1.8 Elect Director Robert T. Wall --- For
2 Amend Omnibus Stock Plan For Against
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
5 Other Business For Against
09/22/03 - A Nike, Inc. *NKE* 654106103 07/25/03 11,400
1 Elect Directors For Split
1.1 Elect Director Thomas E. Clarke as
Class A Director --- For
We recommend a vote FOR the directors with the
exceptions of John R. Thompson, Jr. and Richard
K. Donahue. We recommend that shareholders
WITHHOLD votes from John R. Thompson, Jr. for
poor attendance and Richard K. Donahue for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director Ralph D. DeNunzio as
Class A Director --- For
1.3 Elect Director Richard K. Donahue as
Class A Director --- Withhold
1.4 Elect Director Delbert J. Hayes as
Class A Director --- For
1.5 Elect Director Douglas G. Houser as
Class A Director --- For
1.6 Elect Director Jeanne P. Jackson as
Class A Director --- For
1.7 Elect Director Philip H. Knight as
Class A Director --- For
1.8 Elect Director Charles W. Robinson
as Class A Director --- For
1.9 Elect Director John R. Thompson, Jr.
as Class A Director --- Withhold
1.10 Elect Director Jill K. Conway as
Class B Director --- For
1.11 Elect Director Alan B. Graf, Jr. as
Class B Director --- For
1.12 Elect Director John E. Jaqua as
Class B Director --- For
1.13 Elect Director A. Michael Spence as
Class B Director --- For
2 Amend Omnibus Stock Plan For Against
3 Ratify Auditors For For
07/10/03 - A Nvidia Corporation *NVDA* 67066G104 05/15/03 6,700
1 Elect Directors For For
1.1 Elect Director Tench Coxe --- For
We recommend a vote FOR the directors.
1.2 Elect Director Mark A. Stevens ---
For
2 Ratify Auditors For For
08/26/03 - A QLogic Corp. *QLGC* 747277101 07/01/03 4,000
1 Elect Directors For For
1.1 Elect Director H.K. Desai --- For
1.2 Elect Director Larry R. Carter ---
For
1.3 Elect Director James R. Fiebiger ---
For
1.4 Elect Director Balakrishnan S. Iyer
--- For
1.5 Elect Director Carol L. Miltner ---
For
1.6 Elect Director George D. Wells ---
For
2 Amend Omnibus Stock Plan For For
3 Ratify Auditors For For
09/25/03 - S Quintiles Transnational Corp. 748767100 08/19/03 5,000
*QTRN*
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
08/21/03 - A Symantec Corp. *SYMC* 871503108 07/08/03 6,400
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Amend Stock Option Plan For Against
4 Approve Executive Incentive Bonus For For
Plan
5 Ratify Auditors For For
09/25/03 - A Tektronix, Inc. *TEK* 879131100 07/21/03 3,600
1 Elect Directors For For
Shareholder Proposal
2 Refrain from Doing Business in China Against Against
07/23/03 - A Tenet Healthcare Corp. *THC* 88033G100 06/02/03 20,250
1 Elect Directors For For
2 Declassify the Board of Directors For Against
3 Ratify Auditors For For
Shareholder Proposal
4 Require Majority of Independent Against Against
Directors on Board
09/25/03 - A Worthington Industries Inc. 981811102 08/01/03 3,600
*WOR*
1 Elect Directors For For
1.1 Elect Director John B. Blystone ---
For
1.2 Elect Director James G. Brocksmith,
Jr. --- For
1.3 Elect Director William S. Dietrich,
II --- For
1.4 Elect Director Sidney A. Ribeau ---
For
2 Amend Non-Employee Director Stock For For
Option Plan
3 Approve Stock Option Plan For For
4 Amend Omnibus Stock Plan For For
5 Ratify Auditors For For
08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 14,500
1 Elect Directors For For
2 Ratify Auditors For For
07/22/03 - S Zimmer Holdings Inc *ZMH* 98956P102 06/16/03 8,390
1 Issue Shares in Connection with an For For
Acquisition
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT BALANCED PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
11/14/03 - A Allegheny Energy, Inc. *AYE* 017361106 09/29/03 5,100
1 Elect Directors For Split
1.1 Elect Director H. Furlong Baldwin
--- For
We recommend a vote FOR the directors with the
exception of Gunnar E. Sarsten. We recommend
that shareholders WITHHOLD votes from Mr.
Sarsten for failure to implement the shareholder
proposals to declassify the board.
1.2 Elect Director Julia L. Johnson ---
For
1.3 Elect Director Gunnar E. Sarsten
--- Withhold
2 Ratify Auditors For For
Shareholder Proposals
3 Submit Shareholder Rights Plan Against Against
(Poison Pill) to Shareholder Vote
4 Performance- Based/Indexed Options Against Against
5 Performance- Based/Indexed Options Against Against
6 Expense Stock Options Against For
7 Separate Chairman and CEO Positions Against Against
8 Adopt Simple Majority Vote Against For
Requirement
9 Declassify the Board of Directors Against Against
10 Prohibit Auditor from Providing Against Against
Non-Audit Services
11 Reincorporate in Another State from Against For
Maryland to Delaware
12/18/03 - S Allied Waste Industries, Inc. 019589308 11/03/03 8,600
*AW*
1 Approve Conversion of Securities For For
12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 6,734
1 Increase Authorized Common Stock For For
10/16/03 - A Applera Corp *ABI* 038020103 08/27/03 8,600
1 Elect Directors For Split
1.1 Elect Director Richard H. Ayers ---
For
1.2 Elect Director Jean-Luc Belingard
--- For
1.3 Elect Director Robert H. Hayes ---
For
1.4 Elect Director Arnold J. Levine ---
Withhold
Vote FOR the directors with the exception of
Arnold J. Levine from whom we recommend that
shareholders WITHHOLD votes for standing as an
affiliated outsider on the Compensation and
Nominating committees.
1.5 Elect Director William H. Longfield
--- For
1.6 Elect Director Theodore E. Martin
--- For
1.7 Elect Director Carolyn W. Slayman
--- For
1.8 Elect Director Orin R. Smith --- For
1.9 Elect Director James R. Tobin ---
For
1.10 Elect Director Tony L. White --- For
2 Ratify Auditors For For
11/06/03 - A Archer-Daniels-Midland Company 039483102 09/12/03 26,541
*ADM*
1 Elect Directors For For
11/11/03 - A Automatic Data Processing, Inc. 053015103 09/12/03 24,700
*ADP*
1 Elect Directors For For
2 Amend Stock Option Plan For For
3 Amend Employee Stock Purchase Plan For For
4 Approve Outside Director Stock For For
Awards in Lieu of Cash
5 Ratify Auditors For For
12/11/03 - A AutoZone, Inc. *AZO* 053332102 10/14/03 3,700
1 Elect Directors For For
2 Ratify Auditors For For
11/12/03 - S Biogen, Inc. 090597105 09/25/03 6,200
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
12/09/03 - S Boise Cascade Corp. *BCC* 097383103 11/03/03 2,400
1 Approve Merger Agreement For Against
2 Approve Omnibus Stock Plan For Against
10/06/03 - S Boston Scientific Corp. *BSX* 101137107 08/27/03 16,900
1 Increase Authorized Common Stock For For
11/21/03 - A Campbell Soup Co. *CPB* 134429109 09/23/03 16,900
1 Elect Directors For For
1.1 Elect Director Edmund M. Carpenter
--- For
1.2 Elect Director Douglas R. Conant
--- For
1.3 Elect Director Paul R. Charron ---
For
1.4 Elect Director Bennett Dorrance ---
For
1.5 Elect Director Kent B. Foster ---
For
1.6 Elect Director Harvey Golub --- For
1.7 Elect Director Randall W. Larrimore
--- For
1.8 Elect Director Philip E. Lippincott
--- For
1.9 Elect Director Mary Alice D. Malone
--- For
1.10 Elect Director David C. Patterson
--- For
1.11 Elect Director Charles R. Perrin
--- For
1.12 Elect Director George M. Sherman
--- For
1.13 Elect Director Donald M. Stewart
--- For
1.14 Elect Director George Strawbridge,
Jr. --- For
1.15 Elect Director Les C. Vinney --- For
1.16 Elect Director Charlotte C. Weber
--- For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
11/05/03 - A Cardinal Health, Inc. *CAH* 14149Y108 09/08/03 18,475
1 Elect Directors For For
10/14/03 - A Cintas Corp. *CTAS* 172908105 08/18/03 7,300
1 Fix Number of Directors For For
2 Elect Directors For Split
2.1 Elect Director Richard T. Farmer
--- Withhold
WITHHOLD votes from Richard T. Farmer for
standing as an insider on the Nominating
Committee, Roger L. Howe for standing as an
affiliated outsider on the Audit Committee,
Compensation, and Nominating Committees, David
C. Phillips for standing as an affiliated
outsider on the Nominating Committee, and Audit
Committee members Roger L. Howe, Robert J.
Herbold, Gerald V. Dirvin, and Paul R. Carter
for paying excessive non-audit fees.
2.2 Elect Director Robert J. Kohlhepp
--- For
2.3 Elect Director Scott D. Farmer ---
For
2.4 Elect Director Paul R. Carter ---
Withhold
2.5 Elect Director Gerald V. Dirvin ---
Withhold
2.6 Elect Director Robert J. Herbold
--- Withhold
2.7 Elect Director Roger L. Howe ---
Withhold
2.8 Elect Director David C. Phillips
--- Withhold
3 Approve Non-Employee Director Stock For For
Option Plan
Shareholder Proposals
4 Expense Stock Options Against For
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options result
in a transfer of shareholder value, and (3) the
contingent cost of options reduces earnings, we
believe that options should be expensed along
with all other forms of compensation to better
reflect the company's true earnings and provide
additional discipline against overuse.
5 Establish a Nominating Committee of Against For
Independent Directors
An independent nominating committee is one way
to assure that shareholder interests will be
adequately represented by a board that is
independent of management and that does not have
an interest in the company that differs from the
interests of other shareholders.
6 Require Majority of Independent Against For
Directors on Board
An independent board is one way to assure that
shareholder interests will be adequately
represented by a board that is independent of
management and that does not have an interest in
the company that differs from the interests of
other shareholders.
7 Report on Code of Conduct Against Against
11/11/03 - A Cisco Systems, Inc. *CSCO* 17275R102 09/12/03 289,500
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
Shareholder Proposals
4 Report on Company Products Used by Against Against
the Government to Monitor the
Internet
5 Report on Pay Disparity Against Against
12/16/03 - A Comverse Technology, Inc. 205862402 10/28/03 7,700
*CMVT*
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Approve Executive Incentive Bonus For For
Plan
4 Ratify Auditors For For
10/28/03 - S Concord EFS, Inc. *CE* 206197105 09/08/03 20,000
1 Approve Merger Agreement For For
10/03/03 - S Coors (Adolph) Company *RKY* 217016104 08/25/03 1,500
1 Change State of Incorporation from For For
Colorado to Delaware
2 Adjourn Meeting For Against
10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 30,900
1 Approve Merger Agreement For For
10/03/03 - WC General Motors Corp. *GM* 370442105 08/01/03 24,100
1 Amend Articles For For
2 Amend Articles For For
3 Approve Hughes Split-Off For For
4 Approve GM/News Stock Sale For For
5 Approve News Stock Acquisition For For
6 Amend Articles For For
10/30/03 - A Intuit, Inc. *INTU* 461202103 09/02/03 8,500
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
11/06/03 - A JDS Uniphase Corp. *JDSU* 46612J101 09/15/03 58,900
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
3 Ratify Auditors For For
11/04/03 - A King Pharmaceuticals Inc. *KG* 495582108 09/05/03 9,833
1 Elect Directors For For
2 Ratify Auditors For For
11/05/03 - A KLA-Tencor Corp. *KLAC* 482480100 09/15/03 7,900
1.a Elect Director H. Raymond Bingham For For
1.b Elect Director Robert T. Bond For For
1.c Elect Director Richard J. Elkus, Jr. For For
1.d Elect Director Michael E. Marks For For
2 Ratify Auditors For For
11/05/03 - A Linear Technology Corp. *LLTC* 535678106 09/08/03 12,900
1 Elect Directors For Split
1.1 Elect Director Robert H. Swanson,
Jr. --- Withhold
We recommend a vote FOR the directors with the
exception of insider Robert H. Swanson, Jr. We
recommend that shareholders WITHHOLD votes from
Robert H. Swanson, Jr., for failure to establish
an independent nominating committee.
1.2 Elect Director David S. Lee --- For
1.3 Elect Director Leo T. McCarthy ---
For
1.4 Elect Director Richard M. Moley ---
For
1.5 Elect Director Thomas S. Volpe ---
For
2 Ratify Auditors For For
11/13/03 - A Maxim Integrated Products, Inc. 57772K101 09/15/03 13,400
*MXIM*
1 Elect Directors For Split
1.1 Elect Director James R. Bergman ---
For
We recommend a vote FOR the directors with the
exception of John F. Gifford, from whom we
recommend shareholders WITHHOLD votes for
failure to establish an independent nominating
committee.
1.2 Elect Director John F. Gifford ---
Withhold
1.3 Elect Director B. Kipling Hagopian
--- For
1.4 Elect Director M. D. Sampels --- For
1.5 Elect Director A. R. Frank Wazzan
--- For
2 Amend Stock Option Plan For Against
3 Amend Employee Stock Purchase Plan For For
4 Ratify Auditors For For
12/10/03 - S Mercury Interactive Corp. 589405109 10/31/03 3,600
*MERQ*
1 Amend Stock Option Plan For Against
2 Amend Employee Stock Purchase Plan For For
11/10/03 - A Meredith Corp. *MDP* 589433101 09/11/03 2,100
1 Elect Directors For Split
1.1 Elect Director Herbert M. Baum ---
For
We recommend a vote FOR the directors with the
exception of Frederick B. Henry. We recommend
that shareholders WITHHOLD votes from Frederick
B. Henry for poor attendance.
1.2 Elect Director Frederick B. Henry
--- Withhold
1.3 Elect Director William T. Kerr ---
For
1.4 Elect Director Nicholas L. Reding
--- For
2 Amend Director & Officer For For
Indemnification/Liability Provisions
11/21/03 - A Micron Technology, Inc. *MU* 595112103 09/22/03 25,100
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Amend Stock Option Plan For For
4 Ratify Auditors For For
11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 442,800
1 Elect Directors For Split
1.1 Elect Director William H. Gates,
III --- For
We recommend a vote FOR the directors with the
exception of Jon A. Shirley. We recommend that
shareholders WITHHOLD votes from Jon A. Shirley
for standing as an affiliated outsider on the
Audit Committee.
1.2 Elect Director Steven A. Ballmer
--- For
1.3 Elect Director James I. Cash, Jr.,
Ph.D. --- For
1.4 Elect Director Raymond V. Gilmartin
--- For
1.5 Elect Director Ann McLaughlin
Korologos --- For
1.6 Elect Director David F. Marquardt
--- For
1.7 Elect Director Charles H. Noski ---
For
1.8 Elect Director Dr. Helmut Panke ---
For
1.9 Elect Director Wm. G. Reed, Jr. ---
For
1.10 Elect Director Jon A. Shirley ---
Withhold
2 Amend Omnibus Stock Plan For For
3 Amend Non-Employee Director Stock For For
Option Plan
Shareholder Proposal
4 Refrain from Giving Charitable Against Against
Contributions
10/24/03 - A Molex Incorporated *MOLX* 608554101 08/29/03 7,850
1 Elect Directors For For
1.1 Elect Director Fred L. Krehbiel ---
For
1.2 Elect Director Douglas K. Carnahan
--- For
1.3 Elect Director J. Joseph King ---
For
1.4 Elect Director Joe W. Laymon --- For
1.5 Elect Director Michelle L. Collins
--- For
2 Amend Stock Option Plan For For
10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 225,500
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Ratify Auditors For For
4 Amend Non-Employee Director Omnibus For For
Stock Plan
Shareholder Proposal
5 Implement China Principles Against Against
11/19/03 - A Pall Corp. *PLL* 696429307 10/01/03 5,100
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Amend Restricted Stock Plan For For
4 Amend Employee Stock Purchase Plan For For
10/22/03 - A Parker-Hannifin Corp. *PH* 701094104 08/29/03 4,900
1 Elect Directors For For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
10/02/03 - A Paychex, Inc. *PAYX* 704326107 08/04/03 16,150
1 Elect Directors For Split
1.1 Elect Director B. Thomas Golisano
--- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Joseph M.
Tucci, J. Robert Sebo, G. Thomas Clark and
insider B. Thomas Golisano. We recommend that
shareholders WITHHOLD votes from G. Thomas
Clark, Joseph M. Tucci, B. Thomas Golisano and
J. Robert Sebo for failure to establish an
independent nominating committee and from
G.Thomas Clark for standing as an affiliated
outsider on the Audit Committee and Joseph M.
Tucci for standing as an affiliated outsider on
the Compensation committee.
1.2 Elect Director Betsy S. Atkins ---
For
1.3 Elect Director G. Thomas Clark ---
Withhold
1.4 Elect Director David J. S. Flaschen
--- For
1.5 Elect Director Phillip Horsley ---
For
1.6 Elect Director Grant M. Inman ---
For
1.7 Elect Director J. Robert Sebo ---
Withhold
1.8 Elect Director Joseph M. Tucci ---
Withhold
12/16/03 - A Qwest Communications 749121109 10/27/03 69,818
International Inc. *Q*
1 Elect Directors For Split
1.1 Elect Director Philip F. Anschutz
--- Withhold
WITHHOLD votes from Philip F. Anschutz for
standing as an affiliated outsider on the
Compensation & Human Resources and Nominating &
Governance committees.
1.2 Elect Director Richard C. Notebaert
--- For
1.3 Elect Director Frank F. Popoff ---
For
2 Amend Employee Stock Purchase Plan For For
Shareholder Proposals
3 Exclude Pension Credits from Net For For
Income When Determining Executive
Compensation
4 Declassify the Board of Directors For Against
5 Submit Severance Agreement For For
(Change-in-Control) to Shareholder
Vote
6 Require Majority of Independent Against For
Directors on Board
An independent board is one way to assure that
shareholder interests will be adequately
represented by a board that is independent of
management and that does not have an interest in
the company that differs from the interests of
other shareholders. Moreover, this company has
affiliated outsiders on its compensation and
nominating committees. As such, we recommend
that shareholders support this item.
7 Performance- Based/Indexed Options Against Against
8 Performance- Based/Indexed Options Against For
We support performance-based compensation as a
necessary component of balanced compensation
plans for senior executives. We also believe
that a compensation committee composed entirely
of independent directors should have the
flexibility to structure the company's executive
compensation plans. Given that this proposal
does not specify a fixed percentage of options
to be awarded as performance-based compensation,
we believe that it does not place undue
restrictions on the company's compensation
committee.
9 Expense Stock Options Against For
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options result
in a transfer of shareholder value, and (3) the
contingent cost of options reduces earnings, we
believe that options should be expensed along
with all other forms of compensation to better
reflect the company's true earnings and provide
additional discipline against overuse.
10/30/03 - A Sara Lee Corp. *SLE* 803111103 09/02/03 32,000
1 Elect Directors For For
2 Ratify Auditors For For
Shareholder Proposals
3 Report on Charitable Contributions Against Against
4 Implement and Monitor Code of Against Abstain
Corporate Conduct - ILO Standards
11/07/03 - A Scientific-Atlanta, Inc. *SFA* 808655104 09/15/03 6,100
1 Elect Directors For Split
1.1 Elect Director Marion H. Antonini
--- For
We recommend a vote FOR the directors with the
exception of James V. Napier. We recommend that
shareholders WITHHOLD votes from James V. Napier
for standing as an affiliated outsider on the
Audit and Governance & Nominations Committee.
1.2 Elect Director David J. McLaughlin
--- For
1.3 Elect Director James V. Napier ---
Withhold
1.4 Elect Director Sam Nunn --- For
2 Approve Omnibus Stock Plan For For
11/13/03 - A Sun Microsystems, Inc. *SUNW* 866810104 09/15/03 133,200
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
Shareholder Proposal
4 Implement China Principles Against Against
11/07/03 - A SYSCO Corporation *SYY* 871829107 09/09/03 26,800
1 Elect Directors For Split
1.1 Elect Director Jonathan Golden as
Class II Director --- Withhold
We recommend a vote FOR the directors with the
exceptions of Richard J. Schnieders, Thomas E.
Lankford, and Jonathan Golden. We recommend that
shareholders WITHHOLD votes from Richard J.
Schnieders, Thomas E. Lankford, and Jonathan
Golden for failure to implement proposal to
declassify the company's board.
1.2 Elect Director Joseph A. Hafner,
Jr. as Class II Director --- For
1.3 Elect Director Thomas E. Lankford
as Class II Director --- Withhold
1.4 Elect Director Richard J.
Schnieders as Class II Director ---
Withhold
1.5 Elect Director John K.
Stubblefield, Jr. as Class III
Director --- For
2 Increase Authorized Common Stock For For
3 Approve Omnibus Stock Plan For Against
Shareholder Proposal
4 Report on the Impact of Genetically Against Abstain
Engineered Products
11/19/03 - A The Clorox Company *CLX* 189054109 09/22/03 8,900
1 Elect Directors For For
2 Approve Deferred Compensation Plan For For
3 Ratify Auditors For For
10/14/03 - A The Procter & Gamble Company 742718109 08/01/03 55,700
*PG*
1 Elect Directors For For
2 Ratify Auditors For For
3 Approve Non-Employee Director For Against
Omnibus Stock Plan
Shareholder Proposals
4 Declassify the Board of Directors Against Against
5 Label Genetically Engineered Foods Against Against
10/08/03 - A Winn-Dixie Stores, Inc. *WIN* 974280109 08/01/03 6,000
1 Elect Directors For For
1.1 Elect Director Tillie K. Fowler as
Class II Director --- For
1.2 Elect Director Frank Lazaran as
Class II Director --- For
1.3 Elect Director Edward W. Mehrer,
Jr. as Class II Director --- For
1.4 Elect Director Ronald Townsend as
Class II Director --- For
1.5 Elect Director John E. Anderson as
Class III Director --- For
2 Approve Executive Incentive Bonus For For
Plan
3 Amend Stock Option Plan For For
4 Ratify Auditors For For
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
THRIVENT BALANCED PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
- ---------------- --------------------------------- ---------- ---------- ----------- ---------- ----------------
- ----------------------------------------------------------------------------------------------------------------
03/02/04 - A ADC Telecommunications, Inc. 000886101 01/07/04 33,100
*ADCT*
1 Elect Directors For For
2 Amend Omnibus Stock Plan For For
3 Increase Authorized Common Stock For For
4 Ratify Auditors For For
03/02/04 - A Agilent Technologies Inc. *A* 00846U101 01/05/04 200
1 Elect Directors For For
2 Ratify Auditors For For
01/22/04 - A Air Products & Chemicals, Inc. 009158106 11/28/03 9,400
*APD*
1 Elect Directors For For
2 Ratify Auditors For For
01/22/04 - A Alberto-Culver Co. *ACV* 013068101 12/01/03 2,400
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
3 Amend Articles For For
4 Increase Authorized Common Stock For For
03/05/04 - A AmerisourceBergen Corp *ABC* 03073E105 01/12/04 4,600
1 Elect Directors For For
03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 15,100
1 Elect Directors For For
2 Increase Authorized Common Stock For For
3 Ratify Auditors For For
02/10/04 - A Andrew Corp. *ANDW* 034425108 12/12/03 6,300
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 68,500
1 Elect Directors For For
2 Amend Omnibus Stock Plan For For
02/26/04 - A Avaya Inc *AV* 053499109 12/31/03 17,139
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
3 Limit Awards to Executives Against Against
03/17/04 - S Bank of America Corp. *BAC* 060505104 01/26/04 61,185
1 Approve Merger Agreement For For
2 Amend Omnibus Stock Plan For For
3 Increase Authorized Common Stock For For
4 Adjourn Meeting For Against
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
02/11/04 - A Becton, Dickinson and Company 075887109 12/15/03 10,500
*BDX*
1 Elect Directors For For
1.1 Elect Director Henry P. Becton, Jr.
--- For
We recommend a vote FOR the directors.
1.2 Elect Director Edward F. DeGraan
--- For
1.3 Elect Director James F. Orr --- For
1.4 Elect Director Margaretha af Ugglas
--- For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
The total cost of the company's plans of 7.57
percent is within the allowable cap for this
company of 12.31 percent. Additionally, this
plan expressly forbids repricing.
Shareholder Proposal
4 Provide for Cumulative Voting Against Against
01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 6,500
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
Shareholder Proposal
3 Report on Foreign Operations Risk Against Against
02/25/04 - S Centex Corp. *CTX* 152312104 01/23/04 2,600
1 Increase Authorized Common Stock For For
2 Approve Merger Agreement For For
3 Approve Merger Agreement For For
02/26/04 - S Concord EFS, Inc. 206197105 01/16/04 19,100
1 Approve Merger Agreement For For
01/29/04 - A Costco Wholesale Corporation 22160K105 12/05/03 18,800
*COST*
1 Elect Directors For For
Shareholder Proposals
2 Declassify the Board of Directors Against Against
3 Develop Land Procurement Policy Against Against
Management Proposal
4 Ratify Auditors For For
01/09/04 - S Countrywide Financial Corp. 222372104 11/28/03 5,600
*CFC*
1 Increase Authorized Common Stock For For
02/25/04 - A Deere & Co. *DE* 244199105 12/31/03 9,900
1 Elect Directors For For
02/03/04 - A Emerson Electric Co. *EMR* 291011104 11/24/03 17,400
1 Elect Directors For For
2 Approve Executive Incentive Bonus For For
Plan
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
3 Ratify Auditors For For
01/15/04 - A Family Dollar Stores, Inc. 307000109 11/24/03 7,100
*FDO*
1 Elect Directors For For
2 Approve Non-Employee Director Stock For For
Option Plan
3 Ratify Auditors For For
03/23/04 - A Fifth Third Bancorp *FITB* 316773100 01/30/04 23,516
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
3 Ratify Auditors For For
4 Adopt Sexual Orientation None Abstain
Non-Discrimination Policy
03/17/04 - S FleetBoston Financial Corp. 339030108 01/26/04 43,459
1 Approve Merger Agreement For For
2 Adjourn Meeting For Against
01/29/04 - A Franklin Resources, Inc. *BEN* 354613101 12/01/03 10,300
1 Elect Directors For For
1.1 Elect Director Harmon E. Burns ---
For
1.2 Elect Director Charles Crocker ---
For
1.3 Elect Director Robert D. Joffe ---
For
1.4 Elect Director Charles B. Johnson
--- For
1.5 Elect Director Rupert H. Johnson,
Jr. --- For
1.6 Elect Director Thomas H. Kean ---
For
1.7 Elect Director James A. McCarthy
--- For
1.8 Elect Director Chutta Ratnathicam
--- For
1.9 Elect Director Peter M. Sacerdote
--- For
1.10 Elect Director Anne M. Tatlock ---
For
1.11 Elect Director Louis E. Woodworth
--- For
2 Ratify Auditors For For
3 Approve Executive Incentive Bonus For For
Plan
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
4 Amend Executive Incentive Bonus Plan For For
We believe that this item warrants shareholder
approval.
03/31/04 - A Freddie Mac *FRE* 313400301 02/20/04 28,100
1 Elect Directors For For
2 Ratify Auditors For For
02/17/04 - A Health Management Associates, 421933102 12/19/03 9,800
Inc. *HMA*
1 Elect Directors For For
03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 125,761
1 Elect Directors For Split
1.1 Elect Director L.T. Babbio, Jr. ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Sanford M.
Litvack. We recommend that shareholders WITHHOLD
votes from Sanford M. Litvack for poor
attendance.
1.2 Elect Director P.C. Dunn --- For
1.3 Elect Director C.S. Fiorina --- For
1.4 Elect Director R.A. Hackborn --- For
1.5 Elect Director G.A. Keyworth II ---
For
1.6 Elect Director R.E. Knowling, Jr.
--- For
1.7 Elect Director S.M. Litvack ---
Withhold
1.8 Elect Director R.L. Ryan --- For
1.9 Elect Director L.S. Salhany --- For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
4 Expense Stock Options Against For
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing argue
that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
03/02/04 - A International Game Technology 459902102 01/02/04 14,200
*IGT*
1 Elect Directors For Split
1.1 Elect Director G. Thomas Baker ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Robert Miller.
We recommend that shareholders WITHHOLD votes
from Robert Miller for standing as an affiliated
outsider on the Compensation Committee.
1.2 Elect Director Neil Barsky --- For
1.3 Elect Director Robert A. Bittman
--- For
1.4 Elect Director Richard R. Burt ---
For
1.5 Elect Director Leslie S. Heisz ---
For
1.6 Elect Director Robert A. Mathewson
--- For
1.7 Elect Director Thomas J. Matthews
--- For
1.8 Elect Director Robert Miller ---
Withhold
1.9 Elect Director Frederick B.
Rentschler --- For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
01/13/04 - A Jabil Circuit, Inc. *JBL* 466313103 11/14/03 8,200
1 Elect Directors For For
2 Amend Omnibus Stock Plan For For
3 Ratify Auditors For For
02/24/04 - S John Hancock Financial 41014S106 01/02/04 11,900
Services, Inc. *JHF*
1 Approve Merger Agreement For For
01/28/04 - A Johnson Controls, Inc. *JCI* 478366107 11/20/03 3,700
1 Elect Directors For For
1.1 Elect Director Robert L. Barnett
--- For
1.2 Elect Director Willie D. Davis ---
For
1.3 Elect Director Jeffrey A. Joerres
--- For
1.4 Elect Director Richard F. Teerlink
--- For
2 Ratify Auditors For For
3 Amend Executive Incentive Bonus Plan For For
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
4 Amend Executive Incentive Bonus Plan For For
The performance measures included under the plan
are appropriate for the company given its line
of business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
outsiders who must certify attainment of these
objective, measurable performance goals before
cash awards are paid to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's
corporate tax obligation.
5 Approve Non-Employee Director Stock For For
Option Plan
The total cost of the company's plans of 3.20
percent is within the allowable cap for this
company of 12.31 percent.
6 Amend Restricted Stock Plan For For
The total cost of the company's plans of 3.58
percent is within the allowable cap for this
company of 12.31 percent.
02/18/04 - A Lucent Technologies Inc. *LU* 549463107 12/22/03 171,475
1 Elect Directors For For
1.1 Elect Director Karl J. Krapek ---
For
1.2 Elect Director Patricia F. Russo
--- For
1.3 Elect Director Henry B. Schacht ---
For
1.4 Elect Director Franklin A. Thomas
--- For
2 Declassify the Board of Directors For Against
and Amend Director Removal Provision
3 Approve Non-Employee Director For For
Omnibus Stock Plan
The total cost of the company's plans of 3.28
percent is within the allowable cap for this
company of 10.90 percent. Additionally, this
plan expressly forbids repricing.
4 Approve Reverse Stock Split For For
Since there will not be an effective increase in
the common stock authorized due to the
proportionate reduction, we recommend that
shareholders consent to this item.
Shareholder Proposals
5 Submit Severance Agreement Against For
(Change-in-Control) to Shareholder
Vote
We generally support the submission of golden
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval, which would
limit a board's negotiating flexibility. Seeking
shareholder approval after the material terms of
the contract are agreed upon would give the
board a framework to work within and prevent the
excessive "pay for failure" packages that have
been witnessed at other companies. We believe
that a company's parachute provisions should be
reasonable and not excessive. The
ceiling set by the proponent at 2.99 times the
sum of an executive's base salary and bonus is
widely considered as the standard threshold
level of severance remuneration for corporate
executives. Moreover, as stated by the company,
its current severance agreements are below the
standard threshold level. As such, the adoption
of the proposed policy would have minimum impact
on the company currently but ensures good
corporate governance for future employment
contracts. Therefore, we support this proposal.
6 Prohibit Awards to Executives Against Against
We believe that top five compensation should be
linked to the company's performance. If the
company has met or exceeded the target
performance level, executives should be
remunerated for their efforts. Discontinuing all
rights, options or SARs under an expired stock
plan does not resolve the disconnect between pay
and performance. In fact, companies can continue
to grant rights, options or SARs under an
existing plan. Therefore, we do not support this
proposal.
02/17/04 - A Navistar International Corp. 63934E108 01/05/04 2,800
*NAV*
1 Elect Directors For For
1.1 Elect Director Michael N. Hammes
--- For
We recommend a vote FOR the directors.
1.2 Elect Director James H. Keyes ---
For
1.3 Elect Director Southwood J. Morcott
--- For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
The total cost of the company's plans of 7.37
percent is within the allowable cap for this
company of 8.46 percent. Additionally, this plan
expressly forbids repricing.
03/03/04 - A Parametric Technology Corp. 699173100 01/09/04 11,000
*PMTC*
1 Elect Directors For For
2 Amend Employee Stock Purchase Plan For For
3 Ratify Auditors For For
02/27/04 - A Peoples Energy Corp. *PGL* 711030106 12/31/03 1,600
1 Elect Directors For For
2 Approve Omnibus Stock Plan For For
03/25/04 - A PeopleSoft, Inc. *PSFT* 712713106 02/10/04 15,100
1 Elect Directors For For
2 Ratify Auditors For For
3 Expense Stock Options Against For
03/02/04 - A QUALCOMM Inc. *QCOM* 747525103 01/02/04 32,900
1 Elect Directors For Split
1.1 Elect Director Adelia A. Coffman
--- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Adelia A.
Coffman. We recommend that shareholders WITHHOLD
votes from Adelia A. Coffman for standing as an
affiliated outsider on the Audit and
Compensation committees.
1.2 Elect Director Raymond V. Dittamore
--- For
1.3 Elect Director Irwin Mark Jacobs
--- For
1.4 Elect Director Richard Sulpizio ---
For
2 Amend Stock Option Plan For For
3 Ratify Auditors For For
4 Declassify the Board of Directors Against For
02/04/04 - A Rockwell Automation Inc *ROK* 773903109 12/08/03 7,600
A.1 Elect Director Don H. Davis, Jr. For For
We recommend a vote FOR the directors with the
exception of William H. Gray, III. We recommend
that shareholders WITHHOLD votes from William H.
Gray, III for sitting on more than six boards.
A.2 Elect Director William H. Gray, III For For
A.3 Elect Director William T. For For
McCormick, Jr.
A.4 Elect Director Keith D. Nosbusch For For
B Ratify Auditors For For
C Amend Omnibus Stock Plan For For
02/10/04 - A Rockwell Collins, Inc. *COL* 774341101 12/15/03 7,400
1 Elect Directors For For
1.1 Elect Director Donald R. Beall ---
For
We recommend that shareholders vote FOR Donald
R. Beall, but WITHHOLD votes from Audit
Committee member Richard J. Ferris for paying
excessive non-audit fees.
1.2 Elect Director Richard J. Ferris
--- For
2 Ratify Auditors For For
In this case, 54.86 percent of the total fees
paid to the auditor is attributable to non-audit
work. This notably disproportionate fee
arrangement could significantly impair the
auditor's independence.
01/26/04 - A Sanmina-SCI Corp. *SANM* 800907107 12/01/03 21,000
1 Elect Directors For For
2 Ratify Auditors For For
01/07/04 - A Solectron Corp. *SLR* 834182107 11/18/03 34,200
1 Elect Directors For For
2 Approve Option Exchange Program For Against
3 Ratify Auditors For For
03/30/04 - A Starbucks Corp. *SBUX* 855244109 01/26/04 16,100
1 Elect Directors For For
2 Ratify Auditors For For
03/31/04 - A The Bear Stearns Companies Inc. 073902108 02/19/04 3,978
*BSC*
1 Elect Directors For For
2 Amend the Capital Accumulation Plan For Against
for Senior Managing Directors
We evaluate proposed amendments that lengthen
the term of the plan based on the
appropriateness of the original plan. In this
case cost is the determining factor. The total
cost of this plan was established by valuing the
company's options and awards under all existing
plans that are available for future issuance (B
shares), and granted but unexercised (C shares).
Moreover, the CAP plan provides preferential
dividends in the form of CAP units, which are
much more costly than regular dividends. The
value of the company's B and C shares is 30.55
percent, which is above the allowable cap for
this company of 12.66 percent.
3 Amend Stock Option Plan For Against
We focus on the economic costs of stock-based
incentive plans in our analysis. Bear Stearns
has submitted two equity plans in the proxy
statement. The costs for the two plans are 30.67
percent and 39.08 percent, respectively. The
combined shareholder value transfer for the
combined plan is 40.73 percent, and has exceeded
the company's allowable shareholder value
transfer cap of 12.66 percent. As such, we
recommend voting AGAINST the plans due to the
excessive costs.
4 Approve Restricted Stock Plan For Against
We focus on the economic costs of stock-based
incentive plans in our analysis. Bear Stearns
has submitted two equity plans in the proxy
statement. The costs for the two plans are 30.67
percent and 39.08 percent, respectively. The
combined shareholder value transfer for the
combined plan is 40.73 percent, and has exceeded
the company's allowable shareholder value
transfer cap of 12.66 percent. As such, we
recommend voting AGAINST the plans due to the
excessive costs.
5 Ratify Auditors For For
03/31/04 - A The Goldman Sachs Group, Inc. 38141G104 02/02/04 19,600
*GS*
1 Elect Directors For For
2 Ratify Auditors For For
3 Declassify the Board of Directors Against Against
03/19/04 - S The St. Paul Travelers 792860108 02/06/04 9,222
Companies, Inc. *STA*
1 Issue Shares in Connection with a For For
Merger Agreement
2 Amend Bylaws For For
3 Amend Articles For For
4 Reduce Supermajority Vote For For
Requirement
03/03/04 - A The Walt Disney Company *DIS* 254687106 01/16/04 84,287
1 Elect Directors For Split
1.1 Elect Director John E. Bryson ---
For
At the end of the day, all roads lead back to
Eisner. For 20 years Disney's revolving door for
board members and management has had one
constant ' Mr. Eisner. The boardroom battles and
management departures, which pre-date the
Disney/Gold campaign, are disappointing,
expensive, distracting, and not in the best
interest of shareholders. If there were ever a
case for separating the roles of Chairman and
CEO, this company is the poster child. Were
there a shareholder proposal on the ballot to
separate those roles, we would support it. The
withhold vote recommendation on Mr. Eisner is
meant as a signal to try a little harder, not
just on paper. The structural changes adopted
recently at Disney are too new and too untested
for investors to know whether they'll get
traction over time. We believe that shareholders
will be best served by cracking opening the door
to the boardroom. In a year's time, we'll have a
better idea if the recent reforms have taken
hold. If not, shareholders may be best served by
boardroom change. ISS recommends a vote
FOR the directors with the exception of Mr.
Eisner for whom we recommend a WITHHOLD vote.
1.2 Elect Director John S. Chen --- For
1.3 Elect Director Michael D. Eisner
--- Withhold
1.4 Elect Director Judith L. Estrin ---
For
1.5 Elect Director Robert A. Iger ---
For
1.6 Elect Director Aylwin B. Lewis ---
For
1.7 Elect Director Monica C. Lozano ---
For
1.8 Elect Director Robert W.
Matschullat --- For
1.9 Elect Director George J. Mitchell
--- For
1.10 Elect Director Leo J. O'Donovan,
S.J. --- For
1.11 Elect Director Gary L. Wilson ---
For
2 Ratify Auditors For For
3 China Principles Against Against
4 Report on Supplier Labor Standards Against Against
in China
5 Report on Amusement Park Safety Against Abstain
03/19/04 - S Travelers Property Casualty 89420G406 02/06/04 40,618
Corp.
1 Approve Merger Agreement For For
03/25/04 - A Tyco International Ltd. *TYC* 902124106 03/25/04 82,363
Meeting for Holders of ADRs
1 Elect Directors For For
2 Ratify Auditors For For
3 ADOPTION OF THE AMENDED AND For For
RESTATED BYE-LAWS.
4 APPROVAL OF TYCO 2004 STOCK AND For For
INCENTIVE PLAN.
5 SHAREHOLDER PROPOSAL REGARDING For For
ENVIRONMENTAL REPORTING.
6 SHAREHOLDER PROPOSAL TO CHANGE TYCO Against Against
S JURISDICTION OF INCORPORATION
FROM BERMUDA TO A U.S. STATE.
7 SHAREHOLDER PROPOSAL ON COMMON Against Against
SENSE EXECUTIVE COMPENSATION.
01/14/04 - A Walgreen Co. *WAG* 931422109 11/17/03 42,200
1 Elect Directors For For
1.1 Elect Director David W. Bernauer
--- For
1.2 Elect Director William C. Foote ---
For
1.3 Elect Director James J. Howard ---
For
1.4 Elect Director Alan G. McNally ---
For
1.5 Elect Director Cordell Reed --- For
1.6 Elect Director Jeffrey A. Rein ---
For
1.7 Elect Director David Y. Schwartz
--- For
1.8 Elect Director John B. Schwemm ---
For
1.9 Elect Director Marilou M. von
Ferstel --- For
1.10 Elect Director Charles R. Walgreen
III --- For
2 Approve Non-Employee Director For Against
Omnibus Stock Plan
The total cost of the company's plans, including
the amended and restated nonemployee director
stock plan and other ongoing plans, of 7.70
percent is above the allowable cap for this
company of 5.13 percent.
03/09/04 - A Wm. Wrigley Jr. Co. *WWY* 982526105 01/15/04 9,300
1 Elect Directors For For
2 Amend Omnibus Stock Plan For For
3 Ratify Auditors For For
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT BALANCED PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
05/11/04 - A 3M CO *MMM* 88579Y101 03/12/04 31,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Edward A. Brennan
--- Withhold
We recommend a vote FOR the directors with the
exceptions of insider W. James McNerney, Jr.
and independent outsiders Kevin W. Sharer and
Edward A. Brennan. We recommend that
shareholders WITHHOLD votes from W. James
McNerney, Jr., Kevin W. Sharer, and Edward A.
Brennan for failure to implement the proposal
to submit the company's poison pill to a
shareholder vote.
1.2 Elect Director Michael L. Eskew ---
For
1.3 Elect Director W. James McNerney,
Jr. --- Withhold
1.4 Elect Director Kevin W. Sharer ---
Withhold
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Separate Chairman and CEO Positions Against Against ShrHoldr
04/23/04 - A Abbott Laboratories *ABT* 002824100 02/25/04 63,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Drug Pricing Against Against ShrHoldr
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Prohibit Awards to Executives Against Against ShrHoldr
6 Report on Operational Imact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
04/28/04 - A Adobe Systems Inc. *ADBE* 00724F101 03/03/04 9,400
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Expense Stock Options Against For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
4 Adopt a Plocy that will Committ Against For ShrHoldr
Executives to Hold a Significant
Percentage of their Shares
In this case, although the company has the
holding period requirement of 25 percent of the
net shares for two years, it does not appear
that the executives have significant holding of
outright shares. Per the company's 2004 proxy,
most of executives' beneficial stock ownership
is in the form of options.
5 Ratify Auditors For For Mgmt
04/29/04 - A Advanced Micro Devices, Inc. 007903107 03/01/04 14,100
*AMD*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
04/30/04 - A Aetna Inc. *AET* 00817Y108 02/27/04 6,114
1 Elect Directors For For Mgmt
1.1 Elect Director Betsy Z. Cohen ---
For
1.2 Elect Director Barbara Hackman
Franklin --- For
1.3 Elect Director Jeffrey E. Garten
--- For
1.4 Elect Director Earl G. Graves ---
For
1.5 Elect Director Gerald Greenwald ---
For
1.6 Elect Director Ellen M. Hancock ---
For
1.7 Elect Director Michael H. Jordan
--- For
1.8 Elect Director Jack D. Kuehler ---
For
1.9 Elect Director Edward J. Ludwig ---
For
1.10 Elect Director Joseph P. Newhouse
--- For
1.11 Elect Director Judith Rodin --- For
1.12 Elect Director John W. Rowe, M.D.
--- For
1.13 Elect Director Ronald A. Williams
--- For
1.14 Elect Director R. David Yost --- For
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
4 Limit Executive Compensation Against Against ShrHoldr
We believe that the Compensation Committee,
composed entirely of independent directors,
should have the flexibility to determine the
compensation of its senior executives based on
a number of appropriate factors, rather then
relying on an arbitrary formula. Furthermore,
we believe this proposal is too restrictive, as
it would limit equity awards to time-based
restricted shares and set arbitrary caps on
salary, bonus and severance, regardless of the
company's performance. As such, this item does
not warrant shareholder approval.
05/03/04 - A AFLAC Incorporated *AFL* 001055102 02/25/04 20,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Daniel P. Amos ---
For
We recommend a vote FOR the directors with the
exception of Michael H. Armacost. We recommend
that shareholders WITHHOLD votes from Michael
H. Armacost for poor attendance.
1.2 Elect Director John Shelby Amos II
--- For
1.3 Elect Director Michael H. Armacost
--- Withhold
1.4 Elect Director Kriss Cloninger III
--- For
1.5 Elect Director Joe Frank Harris ---
For
1.6 Elect Director Elizabeth J. Hudson
--- For
1.7 Elect Director Kenneth S. Janke,
Sr. --- For
1.8 Elect Director Douglas W. Johnson
--- For
1.9 Elect Director Robert B. Johnson
--- For
1.10 Elect Director Charles B. Knapp ---
For
1.11 Elect Director Hidefumi Matsui ---
For
1.12 Elect Director Nobuhiro Mori --- For
1.13 Elect Director E. Stephen Purdom,
M.D. --- For
1.14 Elect Director Barbara K. Rimer,
Ph.D. --- For
1.15 Elect Director Marvin R. Schuster
--- For
1.16 Elect Director Glenn Vaughn, Jr.
--- For
1.17 Elect Director Robert L. Wright ---
For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/30/04 - A Alcoa Inc. *AA* 013817101 02/02/04 35,664
1 Elect Directors For For Mgmt
1.1 Elect Director Alain J.P. Belda ---
For
1.2 Elect Director Carlos Ghosn --- For
1.3 Elect Director Henry B. Schacht ---
For
1.4 Elect Director Franklin A. Thomas
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Report on Pay Disparity Against Abstain ShrHoldr
4 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder
Vote
In this case, we believe that the ceiling set
by the proponent of 2.00 times the sum of an
executive's base salary and bonus is lower than
the standard threshold level of 2.99 times of
base salary and bonus of severance remuneration
for corporate executives that should be subject
to a shareholder vote. Additionally, Alcoa's
board of directors has adopted a policy to
require shareholder approval of future
severance agreements if such agreements would
result in a payment excess of 2.99 times the
salary and bonus of the executive based on the
2003 annual shareholder meeting. Therefore, we
find the proposal in this case overly
restrictive and recommend voting AGAINST it.
05/06/04 - A Allegheny Technologies, Inc. 01741R102 03/12/04 3,281
*ATI*
1 Elect Directors For For Mgmt
04/28/04 - A Allergan, Inc. *AGN* 018490102 03/08/04 5,200
1 Elect Directors For Split Mgmt
1.1 Elect Director Handel E. Evans ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Gavin S.
Herbert, from whom we recommend shareholders
WITHHOLD votes for standing as an affiliated
outsider on the Audit Committee.
1.2 Elect Director Michael R. Gallagher
--- For
1.3 Elect Director Gavin S. Herbert ---
Withhold
1.4 Elect Director Stephen J. Ryan ---
For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
4 Separate Chairman and CEO Positions Against Against ShrHoldr
05/21/04 - A Allied Waste Industries, Inc. 019589308 03/31/04 12,900
*AW*
1 Elect Directors For For Mgmt
1.1 Elect Director Thomas H. Van
Weelden --- For
1.2 Elect Director Robert M. Agate ---
For
1.3 Elect Director Leon D. Black --- For
1.4 Elect Director James W. Crownover
--- For
1.5 Elect Director Michael S. Gross ---
For
1.6 Elect Director Dennis R. Hendrix
--- For
1.7 Elect Director J. Tomilson Hill ---
For
1.8 Elect Director Lawrence V. Jackson
--- For
1.9 Elect Director Nolan Lehmann --- For
1.10 Elect Director Howard A. Lipson ---
For
1.11 Elect Director Antony P. Ressler
--- For
1.12 Elect Director Warren B. Rudman ---
For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
4 Report on Privatization Against Against ShrHoldr
We believe that the requested report would
impose an unnecessary cost to the company
without providing a corresponding benefit to
shareholders.
04/22/04 - A ALLTEL Corp. *AT* 020039103 02/24/04 12,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Ammend EEO - Sexual Orientation Against Abstain ShrHoldr
05/11/04 - A Altera Corp. *ALTR* 021441100 03/16/04 15,300
1 Elect Directors For For Mgmt
1.1 Elect Director John P. Daane --- For
1.2 Elect Director Robert W. Reed ---
For
1.3 Elect Director Charles M. Clough
--- For
1.4 Elect Director Robert J. Finocchio
Jr --- For
1.5 Elect Director Kevin Mcgarity ---
For
1.6 Elect Director Paul Newhagen --- For
1.7 Elect Director William E. Terry ---
For
1.8 Elect Director Susan Wang --- For
2 Amend Stock Option Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Approve Option Expensing Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 82,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Product Warnings for Against Against ShrHoldr
Pregnant Women
4 Report on Health Risks Associated Against Against ShrHoldr
with Cigarette Filters
5 Political Contributions/Activities Against Against ShrHoldr
6 Cease Use of Light and Ultra Light Against Against ShrHoldr
in Cigarette Marketing
7 Place Canadian Style Warnings on Against Against ShrHoldr
Cigarette Packaging
8 Separate Chairman and CEO Positions Against Against ShrHoldr
05/04/04 - A Ambac Financial Group, Inc. 023139108 03/09/04 4,350
*ABK*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
4 Ratify Auditors For For Mgmt
04/27/04 - A Ameren Corporation *AEE* 023608102 03/11/04 7,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Risks of Nuclear Waste Against Against ShrHoldr
Storage
04/27/04 - A American Electric Power Co. 025537101 03/03/04 15,940
*AEP*
1 Elect Directors For For Mgmt
1.1 Elect Director E. R. Brooks --- For
1.2 Elect Director Donald M. Carlton
--- For
1.3 Elect Director John P. DesBarres
--- For
1.4 Elect Director Robert W. Fri --- For
1.5 Elect Director William R. Howell
--- For
1.6 Elect Director Lester A. Hudson,
Jr. --- For
1.7 Elect Director Leonard J. Kujawa
--- For
1.8 Elect Director Michael G. Morris
--- For
1.9 Elect Director Richard L. Sandor
--- For
1.10 Elect Director Donald G. Smith ---
For
1.11 Elect Director Kathryn D. Sullivan
--- For
2 Ratify Auditors For For Mgmt
3 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We support the shareholder proposal as it
relates to ex post facto ratification of golden
parachutes and severance plans.
4 Submit Executive Pension Benefit to Against For ShrHoldr
Vote
Because the company's SERP appears to confer
extraordinary benefits not included in
employee-wide plans, we believe that the SERP
proposal warrants shareholder support.
5 Prohibit Auditor from Providing Against For ShrHoldr
Non-Audit Services
Since approval of this proposal will enhance
company's transparency to shareholders and
ensure auditor independence, we support this
proposal.
6 Establish Term Limits for Directors Against Against ShrHoldr
Under an effective corporate governance system,
shareholders have the right to express their
preferences each year by voting on directors at
the annual meeting. Thus, shareholders can
remove or reelect directors as they see fit.
04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 52,100
1 Elect Directors For For Mgmt
1.1 Elect Director Daniel F. Akerson
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Vernon E.
Jordan, Jr. We recommend that shareholders
WITHHOLD votes from Vernon E. Jordan, Jr. for
sitting on more than six boards.
1.2 Elect Director Charlene Barshefsky
--- For
1.3 Elect Director William G. Bowen ---
For
1.4 Elect Director Ursula M. Burns ---
For
1.5 Elect Director Kenneth I. Chenault
--- For
1.6 Elect Director Peter R. Dolan ---
For
1.7 Elect Director Vernon E. Jordan,
Jr. --- For
1.8 Elect Director Jan Leschly --- For
1.9 Elect Director Richard A. McGinn
--- For
1.10 Elect Director Edward D. Miller ---
For
1.11 Elect Director Frank P. Popoff ---
For
1.12 Elect Director Robert D. Walter ---
For
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Directors Against Against ShrHoldr
Under an effective corporate governance system,
shareholders have the right to express their
preferences each year by voting on directors at
the annual meeting. Thus, shareholders can
remove or reelect directors as they see fit.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on
political contributions, we take into account
the scope and nature of the request, the
company's adherence to laws and regulations
governing political contributions, and company
policies and additional disclosure on such
contributions. In the case of American Express,
we note that the company complies with federal,
state, and local laws regarding contributions
to political candidates or organizations.
Further, the company offers to provide
information on political contributions to
shareholders upon request. Therefore, the scope
of the disclosure requested in this proposal
may not be substantially different from
information currently available, and may not
provide any significant benefit to
shareholders. As such, it does not appear that
preparing and publicizing such reports in the
manner requested by the proponent would be the
most effective use of company assets.
06/25/04 - A American Greetings Corp. *AM* 026375105 04/26/04 2,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Scott S. Cowen ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Charles A.
Ratner. We recommend that shareholders WITHHOLD
votes from Charles A. Ratner for poor
attendance.
1.2 Elect Director Harriet
Mouchly-Weiss --- For
1.3 Elect Director Charles A. Ratner
--- Withhold
1.4 Elect Director Zev Weiss --- For
1.5 Elect Director Joseph Hardin --- For
2 Amend Omnibus Stock Plan For For Mgmt
05/19/04 - A American International Group, 026874107 03/26/04 105,602
Inc. *AIG*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Approve Non-Employee Director Stock For For Mgmt
Option Plan
4 Ratify Auditors For For Mgmt
5 Report on Political Against Against ShrHoldr
Contributions/Activities
6 Divest from Tobacco Equities Against Against ShrHoldr
7 Link Executive Compensation to Against Against ShrHoldr
Predatory Lending
06/10/04 - A American Power Conversion 029066107 04/14/04 8,100
Corp. *APCC*
1 Fix Number of Directors For For Mgmt
2 Elect Directors For Split Mgmt
2.1 Elect Director Rodger B. Dowdell,
Jr. --- Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Rodger B. Dowdell, Jr.,
Emanuel E. Landsman and Neil E. Rasmussen and
affiliated outsider Ervin F. Lyon. We recommend
that shareholders WITHHOLD votes from Rodger B.
Dowdell, Jr., Emanuel E. Landsman and Neil E.
Rasmussen for failure to establish a majority
independent board. We also recommend that
shareholders WITHHOLD votes from Ervin F. Lyon
for standing as an affiliated outsider on the
Audit, Compensation and Nominating committees
and for failure to establish a majority
independent board.
2.2 Elect Director Emanuel E. Landsman
--- Withhold
2.3 Elect Director Neil E. Rasmussen
--- Withhold
2.4 Elect Director Ervin F. Lyon ---
Withhold
2.5 Elect Director James D. Gerson ---
For
2.6 Elect Director John G. Kassakian
--- For
2.7 Elect Director John F. Keane, Sr.
--- For
2.8 Elect Director Ellen B. Richstone
--- For
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/04/04 - A American Standard Companies, 029712106 03/10/04 3,000
Inc. *ASD*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
05/13/04 - A Amgen, Inc. *AMGN* 031162100 03/19/04 52,252
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank J. Biondi, Jr.
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Jerry D.
Choate. We recommend that shareholders WITHHOLD
votes from Jerry D. Choate for standing as an
affiliated outsider on the Audit and
Compensation committees.
1.2 Elect Director Jerry D. Choate ---
Withhold
1.3 Elect Director Frank C. Herringer
--- For
1.4 Elect Director Gilbert S. Omenn ---
For
2 Ratify Auditors For For Mgmt
3 Prepare Glass Ceiling Report Against Abstain ShrHoldr
4 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
04/15/04 - A AmSouth Bancorporation *ASO* 032165102 02/17/04 14,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Approve Non-Employee Director Stock For For Mgmt
Option Plan
6 Political Contributions Against Against ShrHoldr
05/06/04 - A Anadarko Petroleum Corp. *APC* 032511107 03/08/04 10,118
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
4 Report on Greenhouse Gas Emissions Against Against ShrHoldr
04/28/04 - A Anheuser-Busch Companies, Inc. 035229103 03/01/04 33,000
*BUD*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/21/04 - A Aon Corp. *AOC* 037389103 03/24/04 12,650
1 Elect Directors For Split Mgmt
1.1 Elect Director Patrick G. Ryan ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Jan Kalff and
affiliated outsider Edgar D. Jannotta. We
recommend that shareholders WITHHOLD votes from
Jan Kalff for poor attendance, and from Edgar
D. Jannotta for standing as an affiliated
outsider on the Nominating Committee.
1.2 Elect Director Edgar D. Jannotta
--- Withhold
1.3 Elect Director Jan Kalff ---
Withhold
1.4 Elect Director Lester B. Knight ---
For
1.5 Elect Director J. Michael Losh ---
For
1.6 Elect Director R. Eden Martin ---
For
1.7 Elect Director Andrew J. McKenna
--- For
1.8 Elect Director Robert S. Morrison
--- For
1.9 Elect Director Richard C. Notebaert
--- For
1.10 Elect Director Michael D.
O'Halleran --- For
1.11 Elect Director John W. Rogers, Jr.
--- For
1.12 Elect Director Gloria Santona ---
For
1.13 Elect Director Carolyn Y. Woo ---
For
2 Ratify Auditors For For Mgmt
05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 13,068
1 Elect Directors For Split Mgmt
1.1 Elect Director Eugene C. Fiedorek
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsider F. H. Merelli.
We recommend that shareholders WITHHOLD votes
from F. H. Merelli for standing as an
affiliated outsider on the Audit Committee.
1.2 Elect Director Patricia Albjerg
Graham --- For
1.3 Elect Director F. H. Merelli ---
Withhold
1.4 Elect Director Raymond Plank --- For
2 Report on Greenhouse Gas Emissions Against Against ShrHoldr
04/30/04 - A Apartment Investment & 03748R101 03/05/04 4,000
Management Co. *AIV*
1 Elect Directors For For Mgmt
1.1 Elect Director Terry Considine ---
For
1.2 Elect Director Peter K. Kompaniez
--- For
1.3 Elect Director James N. Bailey ---
For
1.4 Elect Director Richard S. Ellwood
--- For
1.5 Elect Director J. Landis Martin ---
For
1.6 Elect Director Thomas L. Rhodes ---
For
2 Ratify Auditors For For Mgmt
3 Approve Sale of Company Assets For For Mgmt
4 Limit Executive Compensation Against For ShrHoldr
We are broadly in favor of proposals to require
golden parachutes or executive severance
agreements to be submitted for shareholder
ratification, unless the proposal requires
shareholder approval prior to entering into
employment contracts. Although the terms of the
proposal define "future severance agreements"
as including employment agreements containing
severance provisions, ratification prior to
entering an employment contract would only be
necessary where that severance provision
exceeded the 2.99 times salary plus bonus test.
Further, the proposal allows for shareholder
approval to be sought after the material terms
of the agreement are agreed upon. Therefore, we
believe the proposal warrants support.
04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 14,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
05/19/04 - A AT&T Corp. *T* 001957505 03/25/04 32,113
1 Elect Directors For For Mgmt
1.1 Elect Directors William F. Aldinger
--- For
1.2 Elect Directors Kenneth T. Derr ---
For
1.3 Elect Directors David W. Dorman ---
For
1.4 Elect Directors M. Kathryn Eickhoff
--- For
1.5 Elect Directors Herbet L. Henkel
--- For
1.6 Elect Directors Frank C. Herringer
--- For
1.7 Elect Directors Shirley Ann Jackson
--- For
1.8 Elect Directors Jon C. Madonna ---
For
1.9 Elect Directors Donald F. McHenry
--- For
1.10 Elect Directors Tony L. White ---
For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Establish Term Limits for Directors Against Against ShrHoldr
Under an effective corporate governance system,
shareholders have the right to express their
preferences each year by voting on directors at
the annual meeting. Thus, shareholders can
remove or re-elect directors as they see fit.
5 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
While we recognize that the company does not
currently intend to adopt a poison pill,
nevertheless the company is free to do so
without any shareholder approval. Because
poison pills greatly alter the balance of power
between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans.
6 Separate Chairman and CEO Positions Against Against ShrHoldr
7 Report on Executive Compensation Against For ShrHoldr
As the requested report will provide
shareholders with more insight into what
factors the company considers relevant to
building long-term shareholder value for its
performance based compensation, we recommend
shareholders support this request.
05/19/04 - A AT&T Wireless Services, Inc. 00209A106 03/22/04 109,872
*AWE*
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For For Mgmt
2.1 Elect Director Nobuharu Ono --- For
2.2 Elect Director Carolyn M. Ticknor
--- For
2.3 Elect Director John D. Zeglis ---
For
3 Ratify Auditors For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
The compensation committee is composed of
entirely of independent directors and currently
sets and reviews the company's executive
compensation program. We believe that the
compensation committee should have the
flexibility to determine an executive's pay
based on a number of factors, rather then have
an arbitrary cap to determine executive
compensation. Although we agree with the
proponent that the company's compensation
program should utilize justifiable performance
criteria, the proposed caps and restrictions
would be unduly restrictive. Thus, we do not
support this proposal.
5 Prohibit Awards to Executives Against Against ShrHoldr
We believe this proposal is too restrictive, as
it would prohibit the executives from being
remunerated with stock options and severance
payments regardless of the company's
performance. As such, this item does not
warrant shareholder approval.
6 Require Affirmative Vote of a Against Against ShrHoldr
Majority of the Shares to Elect
Directors
Given that: (i) the plurality voting threshold
is the currently accepted standard for the
election of directors of publicly traded
companies, (ii) approval of this item could
disrupt board operations and the company's
financial performance in the event some or all
of the director nominees do not receive
majority support and do not get elected, (iii)
requiring a majority vote of the outstanding
shares in effect provides for a supermajority
of votes cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (iv) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not at this point
in time believe the proposed amendment warrants
shareholder support.
05/12/04 - A AutoNation, Inc. *AN* 05329W102 03/26/04 11,200
1 Elect Directors For Split Mgmt
1.1 Elect Director Mike Jackson --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Rick L.
Burdick. We recommend that shareholders
WITHHOLD votes from Rick L. Burdick for
standing as an affiliated outsider on the
nominating committee.
1.2 Elect Director Robert J. Brown ---
For
1.3 Elect Director J.P. Bryan --- For
1.4 Elect Director Rick L. Burdick ---
Withhold
1.5 Elect Director William C. Crowley
--- For
1.6 Elect Director Alan S. Dawes --- For
1.7 Elect Director Edward S. Lampert
--- For
1.8 Elect Director Irene B. Rosenfeld
--- For
2 Ratify Auditors For For Mgmt
04/22/04 - A Avery Dennison Corp. *AVY* 053611109 02/23/04 4,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
05/06/04 - A Avon Products, Inc. *AVP* 054303102 03/15/04 9,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Declassify the Board of Directors Against Against ShrHoldr
5 Report on Feasibility of Removing Against Against ShrHoldr
Parabens from Company Products
6 Report on Feasibility of Removing Against Against ShrHoldr
Dibutyl Phthalate from Company
Products
04/28/04 - A Baker Hughes Incorporated 057224107 03/03/04 13,620
*BHI*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Edward P. Djerejian
--- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsiders
Charles L. Watson, H. John Riley, Jr., and
Edward P. Djerejian for failure to implement
the board declassification proposal.
1.2 Elect Director H. John Riley, Jr.
--- Withhold
1.3 Elect Director Charles L. Watson
--- Withhold
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
Baker Hughes does not have a rights plan. Last
year the board adopted a policy that any future
poison pill must be ratified by shareholders
either at the time of adoption or, if advised
by a committee of independent directors, within
a year of adoption or else the pill will then
expire. We believe that such a policy strikes
an appropriate balance between the board's
exercise of its fiduciary duty and the rights
of shareholders to ensure that a future pill is
not used in an abusive fashion.
04/28/04 - A Ball Corp. *BLL* 058498106 03/01/04 2,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 82,606
1 Elect Directors For For Mgmt
1.1 Elect Director William Barnet, III
--- For
1.2 Elect Director Charles W. Coker ---
For
1.3 Elect Director John T. Collins ---
For
1.4 Elect Director Gary L. Countryman
--- For
1.5 Elect Director Paul Fulton --- For
1.6 Elect Director Charles K. Gifford
--- For
1.7 Elect Director Donald E. Guinn ---
For
1.8 Elect Director James H. Hance, Jr.
--- For
1.9 Elect Director Kenneth D. Lewis ---
For
1.10 Elect Director Walter E. Massey ---
For
1.11 Elect Director Thomas J. May --- For
1.12 Elect Director C. Steven McMillan
--- For
1.13 Elect Director Eugene M. McQuade
--- For
1.14 Elect Director Patricia E. Mitchell
--- For
1.15 Elect Director Edward L. Romero ---
For
1.16 Elect Director Thomas M. Ryan ---
For
1.17 Elect Director O. Temple Sloan, Jr.
--- For
1.18 Elect Director Meredith R. Spangler
--- For
1.19 Elect Director Jackie M. Ward ---
For
2 Ratify Auditors For For Mgmt
3 Change Date of Annual Meeting Against Against ShrHoldr
Changing the date of the annual meeting could
allow more shareholders to attend, but there is
no way to determine for sure whether attendance
would actually increase. There is no compelling
reason to change the date of the meeting.
4 Adopt Nomination Procedures for the Against Against ShrHoldr
Board
5 Charitable Contributions Against Against ShrHoldr
6 Establish Independent Committee to Against Against ShrHoldr
Review Mutual Fund Policy
In view of the company's efforts and the
disclosure expected with the final settlement
agreement, we do not support this proposal at
this time.
7 Adopt Standards Regarding Privacy Against Against ShrHoldr
and Information Security
In this case we note that Bank of America does
outsource certain positions to foreign markets
where the company has determined that service
quality, timing, or cost savings would
ultimately benefit the company and increase
shareholder value. Further we note that many
other large companies have outsourced similar
operations support and customer service jobs.
Additionally, detailed disclosure on the
company's policies regarding job outsourcing
may not provide benefits to shareholders
commensurate with the cost of preparing this
report. As such, we do not recommend support
for the proposal at this time.
05/25/04 - A Bank One Corp. 06423A103 04/02/04 45,232
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For For Mgmt
3 Ratify Auditors For For Mgmt
04/27/04 - A Bausch & Lomb Inc. *BOL* 071707103 03/01/04 2,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Baxter International Inc. 071813109 03/05/04 24,700
*BAX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
04/27/04 - A BB&T Corporation *BBT* 054937107 03/08/04 22,100
1 Amend Articles For Against Mgmt
Proposals would repeal classified board.
2 Amend Bylaws For Against Mgmt
3 Elect Directors For Split Mgmt
3.1 Elect Director John A. Allison Iv
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsiders Albert F.
Zettlemoyer and Ronald E. Deal. We recommend
that shareholders WITHHOLD votes from Albert F.
Zettlemoyer and Ronald E. Deal for standing as
affiliated outsiders on the Compensation and
Nominating committees.
3.2 Elect Director Ronald E. Deal ---
Withhold
3.3 Elect Director Tom D. Efird --- For
3.4 Elect Director Albert O. Mccauley
--- For
3.5 Elect Director Barry J. Fitzpatrick
--- For
3.6 Elect Director J. Holmes Morrison
--- For
3.7 Elect Director Jennifer S. Banner
--- For
3.8 Elect Director Albert F.
Zettlemoyer --- Withhold
4 Approve Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Review Executive Compensation Policy Against For ShrHoldr
We recognize the board's efforts to retain
Mercer to evaluate its executive compensation
practices. However, while not exclusively,
stock returns are an important measure of
performance which is not currently used by
BB&T. The company's stock has underperformed
its peers over one- and three-year periods,
which supports the argument that stock returns
should be incorporated as a performance
criteria. Therefore, we recommend that
shareholders support this proposal.
04/26/04 - A Bellsouth Corp. *BLS* 079860102 03/08/04 74,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For Against Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
The Compensation Committee is composed of
majority independent directors and currently
sets and reviews the company's executive
compensation program. We believe that the
Compensation Committee should have the
flexibility to determine an executive's pay
based on a number of factors, rather then have
an arbitrary cap to determine executive
compensation. Although we agree with the
proponent that the restricted share program
should utilize justifiable performance criteria
and challenging performance benchmarks, the
proposed caps on restricted stock grants,
severance payments, salary and bonus, would be
unduly restrictive. Thus, we do not support
this proposal.
6 Limit Executive Compensation Against Against ShrHoldr
The Compensation Committee is composed of
majority independent directors and currently
sets and reviews the company's executive
compensation program. We believe that the
Compensation Committee should have the
flexibility to determine the CEO's pay based on
a number of factors, rather then have an
arbitrary cap to determine the CEO's
compensation. While we understand the
proponents' concerns with escalating CEO pay,
we believe that the proposed cap would be
unduly restrictive. Thus, we do not support
this proposal.
7 Report on Political Against Against ShrHoldr
Contributions/Activities
05/06/04 - A Bemis Company, Inc. *BMS* 081437105 03/12/04 4,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
06/24/04 - A Best Buy Co., Inc. *BBY* 086516101 04/26/04 13,050
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
06/16/04 - A BIOGEN IDEC INC *BIIB* 09062X103 04/20/04 13,230
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/15/04 - A Boise Cascade Corp. *BCC* 097383103 02/23/04 3,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Separate Chairman and CEO Positions Against Against ShrHoldr
We believe that the company's governance
structure provides a satisfactory balance to a
unified chairman and CEO position. As such, we
do not believe that this proposal merits
shareholder approval.
05/11/04 - A Boston Scientific Corp. *BSX* 101137107 03/19/04 33,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/08/04 78,500
1 Elect Directors For For Mgmt
1.1 Elect Director Peter R. Dolan ---
For
1.2 Elect Director Louis V. Gerstner,
Jr. --- For
1.3 Elect Director Leif Johansson ---
For
2 Ratify Auditors For For Mgmt
3 Report on Political Against Against ShrHoldr
Contributions/Activities
4 Cease Political Against Against ShrHoldr
Contributions/Activities
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Report on Operational Impact of Against For ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
Given the seriousness of the issue and the
company's stated views and commitments, we
recommend in favor of this request.
7 Require Affirmative Vote of a Against Against ShrHoldr
Majority of the Shares to Elect
Directors
In light of the SEC's proposed new rule
regarding open access, we believe that
requiring a majority vote in the election of
directors is not in shareholders' best
interests. Given that: (1) the plurality voting
threshold is the accepted standard for the
election of directors of publicly traded
companies, (2) approval of this item could
disrupt board operations and the company's
financial performance in the event certain or
all of the director nominees do not receive
majority support and do not get elected, (3)
requiring a majority vote of the outstanding
shares in effect provides for a supermajority
of votes cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (4) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not believe that
the proposed amendment warrants shareholder
support at this time.
04/29/04 - A Broadcom Corp. *BRCM* 111320107 03/05/04 12,200
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
The total cost of the company's plans of 63.26
percent is above the allowable cap for this
company of 12.40 percent. Additionally, this
company has repriced stock options without
shareholder approval in the past. The plan
allows repricing of underwater stock options
without shareholder approval, which we believe
reduces the incentive value of the plan.
3 Ratify Auditors For For Mgmt
04/28/04 - A Brunswick Corp. *BC* 117043109 03/02/04 3,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/21/04 - A Burlington Northern Santa Fe 12189T104 02/27/04 15,092
Corp. *BNI*
1 Elect Directors For Split Mgmt
1.1 Elect Director Alan L. Boeckmann
--- For
We recommend a vote FOR the directors with the
exception of affiliated outsiders Marc F.
Racicot and Vilma S. Martinez. We recommend
that shareholders WITHHOLD votes from Marc F.
Racicot and Vilma S. Martinez for standing as
affiliated outsiders on the Directors and
Corporate Governance Committee, which serves as
the nominating committee.
1.2 Elect Director Vilma S. Martinez
--- Withhold
1.3 Elect Director Marc F. Racicot ---
Withhold
1.4 Elect Director Roy S. Roberts ---
For
1.5 Elect Director Matthew K. Rose ---
For
1.6 Elect Director Marc J. Shapiro ---
For
1.7 Elect Director J.C. Watts, Jr. ---
For
1.8 Elect Director Robert H. West ---
For
1.9 Elect Director J. Steven Whisler
--- For
1.10 Elect Director Edward E. Whitacre,
Jr. --- For
1.11 Elect Director Michael B. Yanney
--- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 8,067
1 Elect Directors For Split Mgmt
1.1 Elect Director Barbara T. Alexander
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Walter
Scott, Jr. and Kenneth W. Orce. We recommend
that shareholders WITHHOLD votes from Walter
Scott, Jr. for standing as an affiliated
outsider on the Compensation and Nominating
committees, and Kenneth W. Orce for standing as
an affiliated outsider on the Nominating
Committee.
1.2 Elect Director Reuben V. Anderson
--- For
1.3 Elect Director Laird I. Grant ---
For
1.4 Elect Director Robert J. Harding
--- For
1.5 Elect Director John T. LaMacchia
--- For
1.6 Elect Director Randy L. Limbacher
--- For
1.7 Elect Director James F. McDonald
--- For
1.8 Elect Director Kenneth W. Orce ---
Withhold
1.9 Elect Director Donald M. Roberts
--- For
1.10 Elect Director James A. Runde ---
For
1.11 Elect Director John F. Schwarz ---
For
1.12 Elect Director Walter Scott, Jr.
--- Withhold
1.13 Elect Director Bobby S. Shackouls
--- For
1.14 Elect Director Steven J. Shapiro
--- For
1.15 Elect Director William E. Wade, Jr.
--- For
2 Approve Increase in Common Stock For For Mgmt
and a Stock Split
3 Ratify Auditors For For Mgmt
04/21/04 - A C. R. Bard, Inc. *BCR* 067383109 03/01/04 2,300
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/29/04 - A Capital One Financial Corp. 14040H105 02/29/04 9,300
*COF*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/04/04 - A Caremark Rx, Inc. *CMX* 141705103 04/01/04 18,000
1 Elect Directors For For Mgmt
04/22/04 - A Carnival Corp. *CCL* 143658300 02/23/04 25,500
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 TO AUTHORIZE THE AUDIT COMMITTEE OF For For Mgmt
CARNIVAL PLC TO AGREE THE
REMUNERATION OF THE INDEPENDENT
AUDITORS.
4 TO RECEIVE THE ACCOUNTS AND REPORTS For For Mgmt
FOR CARNIVAL PLC FOR THE FINANCIAL
PERIOD ENDED NOVEMBER 30, 2003.
5 TO APPROVE THE DIRECTORS For For Mgmt
REMUNERATION REPORT OF CARNIVAL PLC.
6 TO APPROVE LIMITS ON THE AUTHORITY For For Mgmt
TO ALLOT SHARES BY CARNIVAL PLC.
7 TO APPROVE THE DISAPPLICATION OF For For Mgmt
PRE-EMPTION RIGHTS FOR CARNIVAL PLC
SHARES.
04/14/04 - A Caterpillar Inc. *CAT* 149123101 02/17/04 14,000
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Although we commend the company for approving
the TIDE provision to the company's rights
plan, because poison pills greatly alter the
balance of power between shareholders and
management, shareholders should be allowed to
make their own evaluation of such plans.
5 Report on Equipment Sales to Israel Against Against ShrHoldr
In this case, we agree with the company's
statement on the issue. While we recommend that
Caterpillar continuously review the risks and
opportunities associated with each market that
the company operates in, it would be overly
burdensome and potentially costly to monitor
and respond to issues resulting from the end
use of the company's products. Further, we note
that Caterpillar complies with current laws and
regulations regarding international operations.
Additionally, we agree that government
officials and organizations can better address
the political aspects of this proposal, and may
represent a more appropriate forum for these
concerns. As such, we do not recommend
shareholder support for this proposal at this
time.
6 Report on Operational Imact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
04/20/04 - A Cendant Corporation *CD* 151313103 02/23/04 40,960
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For Against Mgmt
3 Ratify Auditors For For Mgmt
Shareholder Proposals
4 Separate Chairman and CEO Positions Against Against ShrHoldr
5 Limit Executive Compensation Against Against ShrHoldr
04/21/04 - A Charter One Financial, Inc. 160903100 02/23/04 9,062
*CF*
1 Elect Directors For For Mgmt
1.1 Elect Director Patrick J. Agnew ---
For
We recommend a vote FOR the directors with the
exceptions of Mark Shaevsky, Ronald F. Poe, and
Patrick J. Agnew. We recommend that
shareholders WITHHOLD votes from Patrick J.
Agnew for standing as an affiliated outsider on
the Nominating Committee and Audit Committee
members Mark Shaevsky and Ronald F. Poe for
paying excessive non-audit fees.
1.2 Elect Director Denise Marie Fugo
--- For
1.3 Elect Director Charles John Koch
--- For
1.4 Elect Director Ronald F. Poe --- For
1.5 Elect Director Jerome L. Schostak
--- For
1.6 Elect Director Mark Shaevsky --- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 43,248
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Adopt Shareholder Rights Plan For For Mgmt
(Poison Pill) Policy
4 Amend Omnibus Stock Plan For For Mgmt
5 Report on Operational Impact of Against For ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
Given the seriousness of the issue and the
company's stated views and commitments, we
recommend in favor of this request.
6 Report on Political Against Against ShrHoldr
Contributions/Activities
7 Require Affirmative Vote of a Against Against ShrHoldr
Majority of the Shares to Elect
Directors
Given that: (1) the plurality voting threshold
is the accepted standard for the election of
directors of publicly traded companies, (2)
approval of this item could disrupt board
operations and the company's financial
performance in the event certain or all of the
director nominees do not receive majority
support and do not get elected, (3) requiring a
majority vote of the outstanding shares in
effect provides for a supermajority of votes
cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (4) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not believe that
the proposed amendment warrants shareholder
support at this time.
8 Report on Health and Environmental Against Against ShrHoldr
Initiatives in Ecuador
9 Report on Renewable Energy Against Against ShrHoldr
05/27/04 - A Chiron Corp. *CHIR* 170040109 03/29/04 7,500
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
We approve the stock purchase program component
because the plan complies with Section 423 of
the Internal Revenue Code, the number of shares
reserved is relatively conservative, the
offering period is reasonable, and there are
limitations on participation. However,
the total cost of the company's plans of 17.46
percent is above the allowable cap for this
company of 10.28 percent. Therefore, we
recommend AGAINST this bundled plan.
3 Ratify Auditors For For Mgmt
04/28/04 - A CIGNA Corp. *CI* 125509109 03/01/04 5,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/24/04 - A Cincinnati Financial Corp. 172062101 02/27/04 6,500
*CINF*
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael Brown --- For
We recommend a vote FOR the directors with the
exceptions of independent outsider John M.
Shepherd and affiliated outsider Robert C.
Schiff. We recommend that shareholders WITHHOLD
votes from Robert C. Schiff for poor attendance
and audit committee member John M. Shepherd for
paying excessive non-audit fees.
1.2 Elect Director Dirk J. Debbink ---
For
1.3 Elect Director Robert C. Schiff ---
Withhold
1.4 Elect Director John M. Shepherd ---
Withhold
1.5 Elect Director Douglas S. Skidmore
--- For
2 Ratify Auditors For Against Mgmt
05/04/04 - A Cinergy Corp. *CIN* 172474108 03/05/04 100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/15/04 - A Circuit City Stores, Inc. *CC* 172737108 04/21/04 8,500
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
4 Ratify Auditors For For Mgmt
04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 208,889
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
We feel that taking away the company's ability
to grant stock options is an arbitrary and
excessively restrictive proposal that could
potentially prohibit the company from
compensating employees based upon their
individual and company-wide performance. While
we are concerned that certain companies award
compensation packages without consideration of
performance hurdles, being unable to issue
stock options could hinder the company's
ability to attract and retain competent
executive officers. As such, we recommend
shareholders oppose this request.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Prohibit Awards to Executives Against Against ShrHoldr
We believe this proposal is too restrictive, as
it would prohibit the executives from being
remunerated with stock options and severance
payments regardless of the company's
performance. As such, this item does not
warrant shareholder approval.
6 Separate Chairman and CEO Positions Against Against ShrHoldr
05/18/04 - A Citizens Communications Co. 17453B101 03/19/04 11,500
*CZN*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
05/13/04 - A Citrix Systems, Inc. *CTXS* 177376100 03/15/04 6,700
1 Elect Directors For For Mgmt
1.1 Elect Director Mark B. Templeton
--- For
1.2 Elect Director Kevin R. Compton ---
For
1.3 Elect Director Stephen M. Dow ---
For
2 Expense Stock Options Against For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
04/28/04 - A Clear Channel Communications, 184502102 03/08/04 24,900
Inc. *CCU*
1 Elect Directors For Split Mgmt
1.1 Elect Director Alan D. Feld ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Alan D. Feld.
We recommend that shareholders WITHHOLD votes
from Alan D. Feld for standing as an affiliated
outsider on the Compensation Committee.
1.2 Elect Director Thomas O. Hicks ---
For
1.3 Elect Director Perry J. Lewis ---
For
1.4 Elect Director L. Lowry Mays --- For
1.5 Elect Director Mark P. Mays --- For
1.6 Elect Director Randall T. Mays ---
For
1.7 Elect Director B.J. Mccombs --- For
1.8 Elect Director Phyllis B. Riggins
--- For
1.9 Elect Director Theordore H. Strauss
--- For
1.10 Elect Director J.C. Watts --- For
1.11 Elect Director John H. Williams ---
For
2 Ratify Auditors For For Mgmt
04/30/04 - A Coca-Cola Enterprises Inc. 191219104 03/04/04 18,400
*CCE*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Deferred Compensation Plan For For Mgmt
5 Approve Employee Stock Purchase Plan For For Mgmt
6 Approve Employee Stock Purchase Plan For For Mgmt
7 Ratify Auditors For For Mgmt
8 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
In this case, we believe that the ceiling set
by the proponent of 2.99 times the sum of an
executive's base salary, plus bonus is widely
considered as the standard threshold level of
severance remuneration for corporate executives
that should be subject to a shareholder vote.
9 Report on Recycling Policy Against Against ShrHoldr
05/07/04 - A Colgate-Palmolive Co. *CL* 194162103 03/09/04 21,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We support the submission of golden parachutes
and other severance provisions for shareholder
ratification as a general principle.
Furthermore, we believe that a company's
parachute provisions should be reasonable and
not excessive. To be effective without creating
distorted incentives with respect to
management, severance arrangements must be
considerably less attractive than continued
employment with the company. This proposal also
allows the company to seek shareholder approval
after the material terms of the agreement have
been agreed upon. Therefore, we support this
proposal.
5 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr
6 Separate Chairman and CEO Positions Against Against ShrHoldr
05/26/04 - A Comcast Corp. *CMCSA* 20030N101 03/15/04 91,177
1 Elect Directors For For Mgmt
1.1 Elect Director S. Decker Anstrom
--- For
1.2 Elect Director C. Michael Armstrong
--- For
1.3 Elect Director Kenneth J. Bacon ---
For
1.4 Elect Director Sheldon M. Bonovitz
--- For
1.5 Elect Director Julian A. Brodsky
--- For
1.6 Elect Director Joseph L. Castle, II
--- For
1.7 Elect Director J. Michael Cook ---
For
1.8 Elect Director Brian L. Roberts ---
For
1.9 Elect Director Ralph J. Roberts ---
For
1.10 Elect Director Dr. Judith Rodin ---
For
1.11 Elect Director Michael I. Sovern
--- For
2 Ratify Auditors For For Mgmt
3 Amend Restricted Stock Plan For For Mgmt
4 Amend For For Mgmt
Articles/Bylaws/Charter-Non-Routine
5 Require Two-Thirds Majority of Against For ShrHoldr
Independent Directors on Board
Currently, according to our definition of
independence, the board consists of four
insiders, one affiliated outsiders, and six
independent outsiders. A majority of the board
members are independent outsiders, however, we
prefer that a substantial majority of the
directors be independent. In the case of
Comcast, we believe that a two-thirds
independent board is particularly important due
to Comcast's dual class ownership structure and
several insiders currently sitting on the
board. Therefore, we recommend shareholders
support this proposal.
6 Political Contributions/Activities Against Against ShrHoldr
In light of the potential costs associated with
the requested report, we recommend that
shareholders oppose this request.
7 Nominate Two Directors for every Against For ShrHoldr
open Directorships
Since approval of this proposal will provide
shareholders with greater choice during the
director election process, we recommend that
shareholders support this initiative.
8 Limit Executive Compensation Against Against ShrHoldr
We oppose this item because it could place the
company at a competitive disadvantage in
attempting to attract a qualified CEO.
9 Adopt a Recapitalization Plan Against For ShrHoldr
As a non-binding proposal, we support the
request for the company to take steps to
develop a recapitalization plan where all of
the company's outstanding stock would have one
vote. In general, we believe that simplified
capital structures where voting interests are
proportional to economic interests are
preferable to dual class structures where
management owns supervoting stock.
05/18/04 - A Comerica Inc. *CMA* 200340107 03/22/04 7,200
1 Elect Directors For For Mgmt
2 Approve Employee Stock Purchase Plan For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
4 Ratify Auditors For For Mgmt
06/15/04 - A Comverse Technology, Inc. 205862402 04/27/04 7,900
*CMVT*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/05/04 - A ConocoPhillips *COP* 20825C104 03/10/04 27,540
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
5 Limit Executive Compensation Against Against ShrHoldr
6 Report on Drilling in the Arctic Against Against ShrHoldr
National Wildlife Refuge
05/21/04 - A Constellation Energy Group, 210371100 03/19/04 6,800
Inc. *CEG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Convergys Corp. *CVG* 212485106 03/01/04 5,900
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/04/04 - A Cooper Tire & Rubber Co. *CTB* 216831107 03/09/04 3,100
1 Elect Directors For For Mgmt
1.1 Elect Director Arthur H. Aronson
--- For
1.2 Elect Director Thomas A. Dattilo
--- For
1.3 Elect Director Byron O. Pond --- For
2 Ratify Auditors Against For ShrHoldr
This proposal would not effect the company's
ability to select its auditor, but rather would
allow shareholders the right to ratify or not
ratify that choice. We note that the company
has not, in the past, put the auditor up for
ratification. We also note that the non-audit
related fees paid to Ernst & Young, in the past
fiscal year represented 47.07 percent of the
total fees paid to that firm. The company's
Audit Committee has established a policy
regarding pre-approval of all audit and
non-audit services expected to be performed by
Ernst & Young. Before the corporate
accounting-related scandals of the past two
years, ratification of auditors was generally
viewed as a routine agenda item. A vote for an
auditor by shareholders is confirmation that
the auditor has objectively reviewed the
company's financial statements for compliance
with generally accepted accounting principles.
Due to the recent SEC rules on auditor
independence and increased shareholder scrutiny
on this issue, however, ratification of
auditors has turned into a more controversial
agenda item. As such, we believe that
shareholders should have the opportunity to
assess the auditor's general performance, the
audit and non-audit related fees paid by the
company, and the auditor's overall
independence. Therefore, we recommend a vote
for this proposal.
04/29/04 - A Corning Inc. *GLW* 219350105 03/01/04 53,800
1 Elect Directors For For Mgmt
1.1 Elect Director Jeremy R. Knowles
--- For
1.2 Elect Director Eugene C. Sit --- For
1.3 Elect Director William D. Smithburg
--- For
1.4 Elect Director Hansel E. Tookes II
--- For
1.5 Elect Director Wendell P. Weeks ---
For
2 Ratify Auditors For For Mgmt
3 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We generally support the submission of
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval, which would
limit a board's negotiating flexibility.
Seeking shareholder approval after the material
terms of the contract are agreed upon would
give the board a framework to work within and
prevent the excessive "pay for failure"
packages that have been witnessed at other
companies. Accordingly, we believe that this
proposal warrants shareholder support.
06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 11,049
*CFC*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
04/26/04 - A Crane Co. *CR* 224399105 02/27/04 2,450
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Implement MacBride Principles Against Against ShrHoldr
05/05/04 - A CSX Corp. *CSX* 126408103 03/05/04 8,600
1 Elect Directors For For Mgmt
1.1 Elect Director E.E. Bailey --- For
1.2 Elect Director R.L. Burrus, Jr. ---
For
1.3 Elect Director E.J. Kelly, III ---
For
1.4 Elect Director R.D. Kunisch --- For
1.5 Elect Director S.J. Morcott --- For
1.6 Elect Director D.M. Ratcliffe ---
For
1.7 Elect Director C.E. Rice --- For
1.8 Elect Director W.C. Richardson ---
For
1.9 Elect Director F.S. Royal, M.D. ---
For
1.10 Elect Director D.J. Shepard --- For
1.11 Elect Director M.J. Ward --- For
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
We generally oppose proposals that seek to set
absolute levels on compensation or otherwise
dictate the amount or form of compensation.
Further, we believe that it is beneficial to
shareholders to have company executives'
compensation closely tied to the company's
performance. Therefore we believe that this
proposal would unduly restrict the company's
flexibility to design employment and incentive
arrangements, and would place the company in an
uncompetitive position in attracting and
retaining qualified executives.
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans. The board has
taken an important first step in addressing
shareholder concerns by redeeming an existing
pill. However, the board has not fully complied
with the previously supported shareholder
proposal regarding poison pills. We consider
withholding votes for directors who ignore
shareholder proposals that have been passed two
years in a row. With respect to the shareholder
proposal regarding poison pills, we do not
consider the two-year shareholder approval
clock as having been reset because of the
company's half-step towards implementing the
will of shareholders. We will closely monitor
management's response to this year's vote on
this proposal, and if necessary, will recommend
the withholding of votes for directors at next
year's meeting.
5 Limit Awards to Executives Against For ShrHoldr
We are broadly in favor of proposals to require
golden parachutes or executive severance
agreements to be submitted for shareholder
ratification, unless the proposal requires
shareholder approval prior to entering into
employment contracts. Although the terms of the
proposal define "future severance agreements"
as including employment agreements containing
severance provisions, ratification prior to
entering an employment contract would only be
necessary where that severance provision
exceeded the 2.99 times salary plus bonus test.
Further, the proposal allows for shareholder
approval to be sought after the material terms
of the agreement are agreed upon. Therefore, we
believe the proposal warrants support.
04/06/04 - A Cummins , Inc. *CMI* 231021106 02/16/04 1,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert J. Darnall
--- For
1.2 Elect Director John M. Deutch ---
Withhold
1.3 Elect Director Alexis M. Herman ---
For
1.4 Elect Director William I. Miller
--- For
1.5 Elect Director William D.
Ruckelshaus --- For
1.6 Elect Director Theodore M. Solso
--- For
1.7 Elect Director J. Lawrence Wilson
--- For
2 Ratify Auditors For For Mgmt
05/12/04 - A CVS Corporation *CVS* 126650100 03/15/04 15,900
1 Elect Directors For For Mgmt
1.1 Elect Director W. Don Cornwell ---
For
1.2 Elect Director Thomas P. Gerrity
--- For
1.3 Elect Director Stanley P. Goldstein
--- For
1.4 Elect Director Marian L. Heard ---
For
1.5 Elect Director William H. Joyce ---
For
1.6 Elect Director Terry R. Lautenbach
--- For
1.7 Elect Director Terrence Murray ---
For
1.8 Elect Director Sheli Z. Rosenberg
--- For
1.9 Elect Director Thomas M. Ryan ---
For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
While we do like some of the elements of the
proposal, such as the annual bonus based on
well-defined quantitative and qualitative
performance measures, granting of restricted
stock based on achievement of justifiable
performance criteria, we believe that an
independent Compensation Committee should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. We believe this proposal is
too restrictive, as it would limit equity
awards to restricted shares and set arbitrary
caps on salary, bonus and severance, regardless
of the company's performance. As such, this
item does not warrant shareholder approval.
04/19/04 - A Dana Corp. *DCN* 235811106 03/01/04 6,079
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/04/04 - A Danaher Corp. *DHR* 235851102 03/10/04 6,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Develop Charter Language on Board Against Abstain ShrHoldr
Diversity
05/06/04 - A Delphi Corp. *DPH* 247126105 03/08/04 22,676
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Oscar de Paula
Bernardes Neto --- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsiders John
D. Opie, Dr. Bernd Gottschalk, and Oscar de
Paula Bernardes Neto for failure to implement
the poison pill proposal.
1.2 Elect Director Dr. Bernd Gottschalk
--- Withhold
1.3 Elect Director John D. Opie ---
Withhold
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Approve Omnibus Stock Plan For For Mgmt
5 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's rights plan was not
approved by shareholders nor does it embody the
above features that we recommend. We therefore
agree with the proponent that the current pill
should be redeemed and any new pill be put to a
shareholder vote. Furthermore, this shareholder
proposal has been put forth to vote for the
fourth time. We continue to believe that this
shareholder proposal warrants support.
6 Declassify the Board of Directors Against Against ShrHoldr
7 Amend Workplace Code of Conduct Against Abstain ShrHoldr
05/04/04 - A Deluxe Corp. *DLX* 248019101 03/08/04 2,100
1 Elect Directors For For Mgmt
1.1 Elect Director Ronald E. Eilers ---
For
1.2 Elect Director Charles A. Haggerty
--- For
1.3 Elect Director William A. Hawkins,
III --- For
1.4 Elect Director Cheryl M. McKissack
--- For
1.5 Elect Director Lawrence J. Mosner
--- For
1.6 Elect Director Stephen P.
Nachtsheim --- For
1.7 Elect Director Mary Ann O'Dwyer ---
For
1.8 Elect Director Martyn R. Redgrave
--- For
1.9 Elect Director Robert C. Salipante
--- For
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Amend Omnibus Stock Plan For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
The Compensation Committee is composed of
majority independent directors and currently
sets and reviews the company's executive
compensation program. We believe that the
Compensation Committee should have the
flexibility to determine an executive's pay
based on a number of factors, rather then have
an arbitrary cap to determine executive
compensation. Although we agree with the
proponent that the restricted share program
should utilize justifiable performance
criteria, the proposed caps on restricted stock
grants, severance payments, salary and bonus,
would be unduly restrictive. Thus, we do not
support this proposal.
06/08/04 - A Devon Energy Corp. *DVN* 25179M103 04/09/04 9,400
1 Elect Directors For For Mgmt
1.1 Elect Director Thomas F. Ferguson
--- For
1.2 Elect Director Peter J. Fluor ---
For
1.3 Elect Director David M. Gavin ---
For
1.4 Elect Director Michael E. Gellert
--- For
2 Ratify Auditors For For Mgmt
3 Require a Majority Vote for the Against Against ShrHoldr
Election of Directors
Given that: (i) the plurality voting threshold
is the currently accepted standard for the
election of directors of publicly-traded
companies, (ii) approval of this item could
disrupt board operations and the company's
financial performance in the event some or all
of the director nominees do not receive
majority support and do not get elected, (iii)
requiring a majority vote of the outstanding
shares in effect provides for a supermajority
of votes cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (iv) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not at this point
in time believe the proposed amendment warrants
shareholder support.
05/25/04 - A Dollar General Corp. *DG* 256669102 03/22/04 13,622
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/23/04 - A Dominion Resources, Inc. *D* 25746U109 02/27/04 13,115
1 Elect Directors For For Mgmt
1.1 Elect Director Susan B. Allen ---
For
1.2 Elect Director Peter W. Brown ---
For
1.3 Elect Director Ronald J. Calise ---
For
1.4 Elect Director Thos. E. Capps ---
For
1.5 Elect Director George A. Davidson,
Jr. --- For
1.6 Elect Director John W. Harris ---
For
1.7 Elect Director Robert S. Jepson,
Jr. --- For
1.8 Elect Director Benjamin J. Lambert,
III --- For
1.9 Elect Director Richard L.
Leatherwood --- For
1.10 Elect Director Margaret A. McKenna
--- For
1.11 Elect Director Kenneth A. Randall
--- For
1.12 Elect Director Frank S. Royal ---
For
1.13 Elect Director S. Dallas Simmons
--- For
1.14 Elect Director Robert H. Spilman
--- For
1.15 Elect Director David A. Wollard ---
For
2 Ratify Auditors For For Mgmt
3 Submit Executive Compensation to Against Against ShrHoldr
Vote
We believe that such proposal will put
unnecessary restrictions on grants of awards
since any plan allowing for grant of incentive
stock options requires prior shareholder
approval. This item does not warrant
shareholder approval.
04/20/04 - A Dover Corp. *DOV* 260003108 02/27/04 8,300
1 Elect Directors For Split Mgmt
1.1 Elect Director David H. Benson ---
For
We recommend a vote FOR the directors with the
exception of Gary L. Roubos. We recommend that
shareholders WITHHOLD votes from Gary L. Roubos
for standing as an affiliated outsider on the
Audit Committee and Gary L. Roubos for standing
as an affiliated outsider on the Nominating
Committee.
1.2 Elect Director Jean-Pierre M. Ergas
--- For
1.3 Elect Director Kristiane C. Graham
--- For
1.4 Elect Director Ronald L. Hoffman
--- For
1.5 Elect Director James L. Koley ---
For
1.6 Elect Director Richard K. Lochridge
--- For
1.7 Elect Director Thomas L. Reece ---
For
1.8 Elect Director Bernard G. Rethore
--- For
1.9 Elect Director Gary L. Roubos ---
Withhold
1.10 Elect Director Michael B. Stubbs
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/21/04 - A Dow Jones & Co., Inc. *DJ* 260561105 02/27/04 3,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Irvine O. Hockaday,
Jr. --- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsider Dieter von
Holtzbrinck and independent outsider Vernon E.
Jordan, Jr.. We recommend that shareholders
WITHHOLD votes from Dieter von Holtzbrinck and
from Vernon E. Jordan, Jr. for poor attendance.
1.2 Elect Director Vernon E. Jordan,
Jr. --- Withhold
1.3 Elect Director Lewis B. Campbell
--- For
1.4 Elect Director Dieter von
Holtzbrinck --- Withhold
1.5 Elect Director Elizabeth Steele ---
For
2 Ratify Auditors For Against Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Separate Chairman and CEO Positions Against Against ShrHoldr
04/29/04 - A DTE Energy Co. *DTE* 233331107 03/01/04 6,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A Duke Energy Corp. *DUK* 264399106 03/15/04 36,722
1 Elect Directors For Split Mgmt
1.1 Elect Director Paul M. Anderson ---
For
1.2 Elect Director Ann M. Gray --- For
1.3 Elect Director Michael E.J. Phelps
--- Withhold
1.4 Elect Director James T. Rhodes ---
For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
05/20/04 - A Dynegy, Inc. *DYN* 26816Q101 03/31/04 15,200
1 Elect Directors For For Mgmt
1.1 Elect Director Charles E. Bayless
--- For
1.2 Elect Director David W. Biegler ---
For
1.3 Elect Director Linda Walker Bynoe
--- For
1.4 Elect Director Thomas D. Clark, Jr.
--- For
1.5 Elect Director Barry J. Galt --- For
1.6 Elect Director Patricia A. Hammick
--- For
1.7 Elect Director George L. Mazanec
--- For
1.8 Elect Director Robert C. Oelkers
--- For
1.9 Elect Director Joe J. Stewart ---
For
1.10 Elect Director William L. Trubeck
--- For
1.11 Elect Director Bruce A. Williamson
--- For
2 Amend Conversion of Securities For For Mgmt
3 Authorize Issuance of Equity or For For Mgmt
Equity-Linked Securities with
Preemptive Rights
4 Ratify Auditors For For Mgmt
5 Submit Executive Compensation to Against For ShrHoldr
Vote
Because the shareholder proposal allows
sufficient flexibility to the compensation
committee, and because we strongly support pay
for performance linkage, we recommend
shareholders vote for the proposal.
6 Develop Equity Compensation Plans Against Against ShrHoldr
and Utilize Time-Based & Restricted
Share Programs in Lieu of Stock
Options
We do not support proposals that mandate a
certain type of compensation to the exclusion
of another type. Therefore, we recommend that
the shareholders do not support this proposal.
05/27/04 - A E*Trade Group, Inc. *ET* 269246104 04/05/04 14,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A E.I. Du Pont De Nemours & Co. 263534109 03/09/04 40,319
*DD*
1 Elect Directors For For Mgmt
1.1 Elect Director Alain J. P. Belda
--- For
1.2 Elect Director Richard H. Brown ---
For
1.3 Elect Director Curtis J. Crawford
--- For
1.4 Elect Director John T. Dillon ---
For
1.5 Elect Director Louisa C. Duemling
--- For
1.6 Elect Director Charles O. Holliday,
Jr. --- For
1.7 Elect Director Deborah C. Hopkins
--- For
1.8 Elect Director Lois D. Juliber ---
For
1.9 Elect Director Masahisa Naitoh ---
For
1.10 Elect Director William K. Reilly
--- For
1.11 Elect Director H. Rodney Sharp, III
--- For
1.12 Elect Director Charles M. Vest ---
For
2 Ratify Auditors For For Mgmt
3 Report on Executive Ties to Against Against ShrHoldr
Government
4 Adopt and Report on a Code of Against Abstain ShrHoldr
Corporate Conduct
5 Limit Executive Compensation Against For ShrHoldr
Due to escalating executive pay and the fact
that the report requested will shed some light
on company's pay practices and policies, we
believe that this proposal warrants shareholder
approval.
05/06/04 - A Eastman Chemical Co. *EMN* 277432100 03/15/04 3,200
1 Elect Directors For For Mgmt
1.1 Elect Director Renee J. Hornbaker
--- For
1.2 Elect Director Thomas H. McLain ---
For
1.3 Elect Director Peter M. Wood --- For
2 Ratify Auditors For For Mgmt
3 Limit Awards to Executives Against Against ShrHoldr
We note that the company has negative
three-year total shareholder return, but
positive one year TSR, and the total direct
compensation to the company's CEO has decreased
by 53.21 percent from fiscal 2002 to fiscal
2003. We further note that the company has been
proactive in its effort to link pay and
performance among its top executives and that
executive compensation is analyzed by an
independent Compensation Committee. We
believe that an independent Compensation
Committee should have the flexibility to
determine the compensation of its senior
executives based on a number of appropriate
factors, rather then relying on an arbitrary
formula. Furthermore, we believe this proposal
is too restrictive, as it would limit equity
awards to time-based restricted shares. As
such, this item does not warrant shareholder
approval.
05/12/04 - A Eastman Kodak Co. *EK* 277461109 03/15/04 11,600
1 Elect Directors For For Mgmt
1.1 Elect Director William H. Hernandez
--- For
1.2 Elect Director Hector de J. Ruiz
--- For
1.3 Elect Director Laura D'Andrea Tyson
--- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Adopt Chemical Policy Against Against ShrHoldr
5 Prohibit Awards to Executives Against Against ShrHoldr
We believe that an independent compensation
committee needs to have flexibility in
constructing compensation packages for its top
managers in order to remain competitive in the
marketplace. The prohibition of all future
stock options, SARs and severance packages
would effectively limit the company's ability
to retain and attract qualified management.
This proposal is too restrictive, and does not
warrant shareholder approval.
04/28/04 - A Eaton Corp. *ETN* 278058102 03/01/04 6,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/24/04 - A eBay Inc. *EBAY* 278642103 04/26/04 26,100
1 Elect Directors For For Mgmt
1.1 Elect Director Philippe Bourguignon
--- For
1.2 Elect Director Thomas J. Tierney
--- For
1.3 Elect Director Margaret C. Whitman
--- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Increase Authorized Common Stock For Against Mgmt
The requested increase of 890,000,000 shares is
below the allowable threshold of 1,395,000,000
shares. However, the company stated that it
could use the additional shares of common stock
to oppose a hostile takeover attempt or delay
or prevent changes in control or management.
For instance, without further shareholder
approval, the company could adopt a "poison
pill" that would, under certain circumstances
related to an acquisition of shares that the
company did not approve, give certain holders
the right to acquire additional shares of
common stock at a low price. The company could
strategically sell shares of common stock in a
private transaction to purchasers who would
oppose a takeover or favor the current board.
Since the additional shares may be used
for management entrenchment purposes, we
recommend voting AGAINST this proposal.
5 Ratify Auditors For For Mgmt
6 Expense Stock Options Against For ShrHoldr
We support the general principle motivating
this non-binding proposal. In the wake of
financial reporting problems and excessive
executive compensation at companies like Enron
Corp., Worldcom Inc., and Tyco International
Ltd., we agree with the growing investor
consensus that companies should expense the
costs associated with stock options in order to
increase the accuracy of their financial
statements. Since the expensing of options
lowers earnings, most companies have elected
not to do so. Instead, most companies have
opted to disclose option values only in the
footnotes to their annual reports. However,
stock options have become an integral component
of compensation and their value cannot be
ignored and treated as "no-cost" compensation.
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
05/07/04 - A Ecolab, Inc. *ECL* 278865100 03/16/04 10,500
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/20/04 - A Edison International *EIX* 281020107 03/22/04 1,309
1 Elect Directors For For Mgmt
1.1 Elect Director John E. Bryson ---
For
1.2 Elect Director France A. Cordova
--- For
1.3 Elect Director Bradford M. Freeman
--- For
1.4 Elect Director Bruce Karatz --- For
1.5 Elect Director Luis G. Nogales ---
For
1.6 Elect Director Ronald L. Olson ---
For
1.7 Elect Director James M. Rosser ---
For
1.8 Elect Director Richard T.
Schlosberg, III --- For
1.9 Elect Director Robert H. Smith ---
For
1.10 Elect Director Thomas C. Sutton ---
For
2 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, we note that the company's rights
plan was not approved by shareholders. While we
acknowledge that the company has adopted a
policy to seek shareholder approval if the pill
were to be triggered, the company established
the plan without shareholder input, and cannot
accelerate its expiration. After expiration of
the current pill in 2006, the company will seek
shareholder approval before adopting any new
pill, or at least seek approval within a
limited one-year period after implementation.
These protections are positive changes;
however, the company has said nothing regarding
additional shareholder approval for amendments
or changes to the plan. In support of the
principle that shareholders should have input
in decisions regarding the adoption or
implementation of shareholder rights plans, we
recommend shareholders support this request.
04/19/04 - A Eli Lilly and Co. *LLY* 532457108 02/13/04 45,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Limit Executive Compensation Against Against ShrHoldr
The Compensation Committee is composed entirely
of independent directors and currently sets and
reviews the company's executive compensation
program. We believe that the Compensation
Committee should have the flexibility to
determine an executive's pay based on a number
of factors, rather then have an arbitrary cap
to determine executive compensation. Although
we agree with the proponent that the restricted
share program should utilize justifiable
performance criteria and challenging
performance benchmarks, the proposed caps on
restricted stock grants, severance payments,
salary and bonus, would be unduly restrictive.
Thus, we do not support this proposal.
5 Report on Drug Pricing Against Against ShrHoldr
05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 97,324
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
05/06/04 - A Engelhard Corp. *EC* 292845104 03/15/04 5,150
1 Elect Directors For For Mgmt
05/14/04 - A Entergy Corp. *ETR* 29364G103 03/17/04 9,300
1 Elect Directors For For Mgmt
1.1 Elect Director Maureen Scannell
Bateman --- For
1.2 Elect Director W. Frank Blount ---
For
1.3 Elect Director Simon D. deBree ---
For
1.4 Elect Director Claiborne P. Deming
--- For
1.5 Elect Director Alexis M. Herman ---
For
1.6 Elect Director Donald C. Hintz ---
For
1.7 Elect Director J. Wayne Leonard ---
For
1.8 Elect Director Robert v.d. Luft ---
For
1.9 Elect Director Kathleen A. Murphy
--- For
1.10 Elect Director Paul W. Murrill ---
For
1.11 Elect Director James R. Nichols ---
For
1.12 Elect Director William A. Percy, II
--- For
1.13 Elect Director Dennis H. Reilley
--- For
1.14 Elect Director Wm. Clifford Smith
--- For
1.15 Elect Director Bismark A.
Steinhagen --- For
1.16 Elect Director Steven V. Wilkinson
--- For
2 Ratify Auditors For For Mgmt
3 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder
Vote
We generally support the submission of
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval, which would
limit a board's negotiating flexibility.
However, the company appears to have a policy
in place that is consistent with the proposal.
Therefore, we believe this proposal is moot and
does not warrant shareholder support.
4 Restore or Provide for Cumulative Against Against ShrHoldr
Voting
5 Prohibit Awards to Executives Against Against ShrHoldr
We believe that an independent compensation
committee needs to have flexibility in
constructing compensation packages for its top
managers in order to remain competitive in the
marketplace. The prohibition of all future
stock options, SARs and severance packages
would effectively limit the company's ability
to retain and attract qualified management.
This proposal is too restrictive, and does not
warrant shareholder approval.
05/04/04 - A EOG Resources, Inc. *EOG* 26875P101 03/08/04 4,700
1 Elect Directors For For Mgmt
1.1 Elect Director George A. Alcorn ---
For
1.2 Elect Director Charles R. Crisp ---
For
1.3 Elect Director Mark G. Papa --- For
1.4 Elect Director Edmund P. Segner,
III --- For
1.5 Elect Director Donald F. Textor ---
For
1.6 Elect Director Frank G. Wisner ---
For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/28/04 - A Equifax Inc. *EFX* 294429105 02/18/04 5,800
1 Elect Directors For For Mgmt
05/19/04 - A Equity Office Properties Trust 294741103 03/12/04 16,200
*EOP*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/28/04 - A Equity Residential *EQR* 29476L107 03/29/04 10,500
1 Elect Directors For For Mgmt
2 Amend Articles/Bylaws/Charter to For For Mgmt
Remove Antitakeover Provision(s)
3 Ratify Auditors For For Mgmt
04/27/04 - A Exelon Corp. *EXC* 30161N101 03/01/04 13,187
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 265,372
1 Elect Directors For For Mgmt
1.1 Elect Director Michael J. Boskin
--- For
1.2 Elect Director James R. Houghton
--- For
1.3 Elect Director William R. Howell
--- For
1.4 Elect Director Reatha Clark King
--- For
1.5 Elect Director Philip E. Lippincott
--- For
1.6 Elect Director Harry J. Longwell
--- For
1.7 Elect Director Henry A. McKinnell,
Jr. --- For
1.8 Elect Director Marilyn Carlson
Nelson --- For
1.9 Elect Director Lee R. Raymond ---
For
1.10 Elect Director Walter V. Shipley
--- For
1.11 Elect Director Rex W. Tillerson ---
For
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Restricted Stock Plan
4 Affirm Political Nonpartisanship Against Against ShrHoldr
5 Report on Political Against Against ShrHoldr
Contributions/Activities
6 Report on Equatorial Guinea Against Against ShrHoldr
7 Separate Chairman and CEO Positions Against Against ShrHoldr
8 Prohibit Awards to Executives Against Against ShrHoldr
For its long term compensation, ExxonMobil
switched from options to restricted stock two
years ago, as the board believes restricted
stock to be more effective in retaining
employees and in meeting shareholder
expectations. For senior executives, the
restricted stock carries rigorous vesting
requirements: 50 percent vesting over five
years and the remaining over another five. In
this case, the proposal requests a total ban on
rights, options, SARs and severance payments
and is therefore unduly restrictive.
9 Report on Stock Option Distribution Against Abstain ShrHoldr
by Race and Gender
10 Amend EEO Statement to Include Against Abstain ShrHoldr
Reference to Sexual Orientation
11 Report on Climate Change Research Against Against ShrHoldr
Therefore, based on the broad scope of the
proposal and the associated practical
considerations of publishing this information,
recent improvements in disclosure made by the
company, and our concerns regarding the value
that the requested information would provide to
shareholders, we do not recommend support for
this resolution.
05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 39,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Provide for Cumulative Voting Against Against ShrHoldr
05/21/04 - A Federated Department Stores, 31410H101 04/02/04 7,400
Inc. *FD*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Declassify the Board of Directors Against Against ShrHoldr
05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 36,362
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/04 - A FirstEnergy Corporation *FE* 337932107 03/23/04 13,300
1 Elect Directors For For Mgmt
1.1 Elect Director Paul T. Addison ---
For
1.2 Elect Director Ernest J. Novak, Jr.
--- For
1.3 Elect Director John M. Pietruski
--- For
1.4 Elect Director Catherine A. Rein
--- For
1.5 Elect Director Robert C. Savage ---
For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For Against Mgmt
4 Reduce Supermajority Vote For For Mgmt
Requirement
5 Approve Deferred Compensation Plan For For Mgmt
6 Approve Deferred Compensation Plan For For Mgmt
7 Expense Stock Options Against For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with other forms of compensation
to better reflect the company's true earnings
and provide additional discipline against
overuse.
8 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's rights plan was not
approved by shareholders nor does it embody the
above features that we recommend. We therefore
agree with the proponent that the current pill
should be put to a shareholder vote or redeemed
and that any new pill be put to a shareholder
vote. Even if the company's current pill ends
up being redeemed as planned, this proposal
deserves shareholder support because of it
calls on the board to submit future pills to a
shareholder vote as well.
9 Report on Political Against Against ShrHoldr
Contributions/Activities
10 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We support the shareholder proposal as it
relates to ex post facto ratification of golden
parachutes and severance plans.
04/06/04 - A Fiserv, Inc. *FISV* 337738108 02/13/04 7,950
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/13/04 - A Ford Motor Company *F* 345370860 03/17/04 74,100
1 Elect Directors For Split Mgmt
1.1 Elect Director John R. H. Bond ---
Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsiders John R. H.
Bond and Robert E. Rubin. We recommend that
shareholders WITHHOLD votes from John R. H.
Bond and Robert E. Rubin for standing as
affiliated outsiders on the Compensation and
Nominating committees.
1.2 Elect Director Stephen G. Butler
--- For
1.3 Elect Director Kimberly A. Casiano
--- For
1.4 Elect Director Edsel B. Ford II ---
For
1.5 Elect Director William Clay Ford
--- For
1.6 Elect Director William Clay Ford,
Jr. --- For
1.7 Elect Director Irvine O. Hockaday,
Jr. --- For
1.8 Elect Director Marie-Josee Kravis
--- For
1.9 Elect Director Richard A. Manoogian
--- For
1.10 Elect Director Ellen R. Marram ---
For
1.11 Elect Director Homer A. Neal --- For
1.12 Elect Director Jorma Ollila --- For
1.13 Elect Director Carl E. Reichardt
--- For
1.14 Elect Director Robert E. Rubin ---
Withhold
1.15 Elect Director Nicholas V. Scheele
--- For
1.16 Elect Director John L. Thornton ---
For
2 Ratify Auditors For For Mgmt
3 Increase Disclosure of Executive Against For ShrHoldr
Compensation
We believe that approval of this proposal will
provide greater transparency for shareholders
on the company's executive compensation issues.
4 Establish Other Board Committee Against For ShrHoldr
Although we have reservations about the fact
that the proposal neither sets a limit on the
proposed committee's duration nor stipulates
the committee's specific plan of action, we
agree with the proponent's basic position. The
Ford family has three seats on the board, which
is disproportionate to its equity stake. We
believe that the Ford family's substantial
voting control of the company is sufficient
enough to point out the need for an independent
committee to evaluate conflicts of interest
between family shareholders and nonfamily
shareholders. Ford's board formed a committee
in December 2002 to review Mr. Ford's
acquisition of shares in Goldman Sachs Group,
Inc.'s 1999 IPO. The committee, composed of
directors Ellen R. Marram, Irvine O. Hockaday
Jr., Homer A. Neal, Richard A. Manoogian and
Marie-Josee Kravis, all independent directors,
was mandated to review the stock purchase in
response to a shareholder demand. The
shareholder, Roger Berger, requested that Mr.
Ford sell the Goldman Sachs shares to the
company at the original price because Ford is a
longstanding client of Goldman's, and not Mr.
Ford himself. The committee rejected the
shareholder demand and subsequently the full
board accepted the committee's recommendation
in February 2003. In February, Ford Motor Co.
chairman and CEO William Clay Ford Jr.
announced he would sell 400,000 shares of
Goldman Sachs Group Inc. and that he would
donate profits then estimated at $4.7 million
to charity. The committee established in
December 2002 only reviewed the shareholder
demand regarding the proceeds from the IPO
allocation, and did not evaluate other
potential conflicts of interest between family
shareholders and non-family shareholders. Due
to Ford family's substantial voting control of
the company, potential conflict of interests
may arise in the future. The committee
suggested by the proponent may serve as a
mechanism to ensure that common shareholders
are treated fairly vis-a-vis Ford family
shareholders, should such a conflict of
interest arise. In light of our concerns with
the IPO allocation and the recapitalization
plan, we support this nonbinding proposal.
5 Prohibit Awards to Executives Against Against ShrHoldr
We believe that top five compensation should be
linked to the company's performance. If the
company has met or exceeded the target
performance level, executives should be
remunerated for their efforts. Although we
agree with the principle of pay-for-performance
in setting executive pay, we believe that the
cessation of all rights, options, SARs, and
possible severance payments to top five
management: (1) does not resolve potential
disconnects between pay and performance and (2)
would be unduly restrictive with respect to the
company's compensation strategies. As such, we
recommend a vote AGAINST.
6 Amend By Laws Relating to Board Against Against ShrHoldr
Independence
An independent board is one way to assure that
shareholder interests will be adequately
represented by a board that is independent of
management and that does not have an interest
in the company that differs from the interests
of other shareholders. According to our
director classifications, nine of the 16
directors are independent. Although we would
prefer a two-thirds independent board, we
believe that the proponent's request would
limit the flexibility of the company without
ensuring the maintenance of a majority
independent board. We note that, according to
our director classifications, there are four
affiliated outside directors on the board. We
believe that the proposed amendment is not in
shareholders' best interest as it: (1) would
not ensure board independence by not addressing
the presence of affiliated outside directors on
the board and (2) would limit the company's
flexibility with regard to board composition.
As such, we recommend a vote AGAINST.
7 Report on Greenhouse Gas Emissions Against Against ShrHoldr
04/27/04 - A Fortune Brands, Inc. *FO* 349631101 02/27/04 6,000
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Anne M. Tatlock ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsiders Peter
M. Wilson and Anne M. Tatlock and insider
Norman H. Wesley for failure to implement the
proposal to submit the company's shareholder
rights plan to a shareholder vote.
1.2 Elect Director Norman H. Wesley ---
Withhold
1.3 Elect Director Peter M. Wilson ---
Withhold
2 Ratify Auditors For For Mgmt
3 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Although the company's rights plan contains a
TIDE provision, the pill was not approved by
shareholders nor does it embody the above
features that we recommend. We therefore agree
with the proponent that the current pill should
be put to a shareholder vote or redeemed, and
that any future pill be put to a shareholder
vote.
05/21/04 - A FPL Group, Inc. *FPL* 302571104 03/16/04 7,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Approve Executive Incentive Bonus For For Mgmt
Plan
6 Increase Authorized Common Stock For For Mgmt
05/06/04 - A Freeport-McMoRan Copper & Gold 35671D857 03/12/04 7,900
Inc. *FCX*
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert J. Allison,
Jr. --- For
We recommend a vote FOR the directors with the
exception of R. Leigh Clifford. We recommend
that shareholders WITHHOLD votes from R. Leigh
Clifford for poor attendance.
1.2 Elect Director R. Leigh Clifford
--- Withhold
1.3 Elect Director James R. Moffett ---
For
1.4 Elect Director B. M. Rankin, Jr.
--- For
1.5 Elect Director J. Taylor Wharton
--- For
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
4 Halt Payments to Indonesian Military Against Against ShrHoldr
05/04/04 - A Gannett Co., Inc. *GCI* 364730101 03/05/04 10,900
1 Elect Directors For For Mgmt
1.1 Elect Director James A. Johnson ---
For
1.2 Elect Director Douglas H.
McCorkindale --- For
1.3 Elect Director Stephen P. Munn ---
For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
The Compensation Committee is composed of
majority independent directors and currently
sets and reviews the company's executive
compensation program. We believe that the
Compensation Committee should have the
flexibility to determine an executive's pay
based on a number of factors, rather then have
an arbitrary cap to determine executive
compensation. Although we agree with the
proponent that the restricted share program
should utilize justifiable performance
criteria, the proposed caps on restricted stock
grants, severance payments, salary and bonus,
would be unduly restrictive. Thus, we do not
support this proposal.
05/05/04 - A General Dynamics Corp. *GD* 369550108 03/12/04 8,000
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans.
4 Report on Foreign Military Sales Against Against ShrHoldr
04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 406,700
1 Elect Directors For Split Mgmt
1.1 Elect Director James I. Cash, Jr.
--- For
We recommend a vote FOR the directors with the
exception of Claudio X. Gonzalez. We recommend
that shareholders WITHHOLD votes from Claudio
X. Gonzalez for sitting on more than six boards.
1.2 Elect Director Dennis D. Dammerman
--- For
1.3 Elect Director Ann M. Fudge --- For
1.4 Elect Director Claudio X. Gonzalez
--- Withhold
1.5 Elect Director Jeffrey R. Immelt
--- For
1.6 Elect Director Andrea Jung --- For
1.7 Elect Director Alan G. Lafley ---
For
1.8 Elect Director Kenneth G. Langone
--- For
1.9 Elect Director Ralph S. Larsen ---
For
1.10 Elect Director Rochelle B. Lazarus
--- For
1.11 Elect Director Sam Nunn --- For
1.12 Elect Director Roger S. Penske ---
For
1.13 Elect Director Robert J. Swieringa
--- For
1.14 Elect Director Douglas A. Warner
III --- For
1.15 Elect Director Robert C. Wright ---
For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Provide for Cumulative Voting Against Against ShrHoldr
5 Eliminate Animal Testing Against Against ShrHoldr
6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr
7 Report on PCB Clean-up Against Against ShrHoldr
8 Report on Foreign Outsourcing Against Abstain ShrHoldr
9 Prepare Sustainability Report Against Against ShrHoldr
10 Limit Composition of Management Against Against ShrHoldr
Development and Compensation
Committee to Independent Directors
11 Report on Pay Disparity Against Abstain ShrHoldr
12 Limit Awards to Executives Against Against ShrHoldr
13 Limit Board Service for Other Against For ShrHoldr
Companies
Although the company maintains a policy
regarding overboarded directors, the policy
permits the maintenance of current directors
who exceed these limits if the board determines
that such director's service on the board would
not be impaired. In fact, the company has
already made an exception with regard to
director Claudio Gonzalez, who sits on over six
other public company boards. The proponent's
request would not allow the company to bypass
or alter these limits without shareholder
approval. Therefore, we believe that the
proponent's request represents a preferable
policy framework from a shareholder's
perspective. As such, we believe this item
warrants shareholder support.
14 Separate Chairman and CEO Positions Against Against ShrHoldr
15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr
Value
16 Adopt a Retention Ratio for Against Against ShrHoldr
Executives and Directors
17 Require 70% to 80% Independent Board Against Against ShrHoldr
18 Report on Political Against Against ShrHoldr
Contributions/Activities
04/19/04 - A Genuine Parts Co. *GPC* 372460105 02/12/04 7,100
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
Shareholder Proposals
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
The company's current pill -- which was not
approved by shareholders -- is an improvement
over the company's prior pill in that it no
longer contains a continuing director, or
"dead-hand" provision. The current pill does
have our recommended minimum 20 percent flip-in
trigger threshold, but it does not contain
either a sunset provision or any shareholder
redemption provisions. We therefore agree with
the proponent that the company's poison pill
should be subject to a shareholder vote.
5 Company-Specific -- Shareholder Against Against ShrHoldr
Miscellaneous
We generally recommend that shareholders vote
against shareholder proposals seeking to set
absolute levels on compensation or otherwise
are restrictive in limiting the amount or form
of compensation.
05/27/04 - A Genzyme Corp. *GENZ* 372917104 03/31/04 9,000
1 Elect Directors For For Mgmt
1.1 Elect Director Douglas A.
Berthiaume --- For
1.2 Elect Director Henry E. Blair ---
For
1.3 Elect Director Gail K. Boudreaux
--- For
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Approve Stock Option Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
5 Increase Authorized Preferred Stock For Against Mgmt
In this case, management has specifically
stated that the shares will be used in
connection with the poison pill. We recommend
shareholders vote AGAINST proposals that
increase authorized common stock for the
explicit purpose of implementing a rights plan,
especially if the plan has not been approved by
shareholders and includes a trigger of less
than 20 percent.
6 Ratify Auditors For For Mgmt
7 Limit Awards to Executives Against Against ShrHoldr
We believe that an independent Compensation
Committee should have the flexibility to
determine the compensation of its senior
executives based on a number of appropriate
factors, rather then relying on an arbitrary
formula. Furthermore, we believe this proposal
is too restrictive, as it would limit equity
awards to time-based restricted shares. As
such, this item does not warrant shareholder
approval.
05/04/04 - A Georgia-Pacific Corp. *GP* 373298108 03/10/04 10,383
1 Elect Directors For Split Mgmt
1.1 Elect Director Barbara L. Bowles
--- Withhold
We recommend a vote FOR the directors with the
exceptions of James B. Williams, David R.
Goode, Donald V. Fites, and Barbara L. Bowles.
We recommend that shareholders WITHHOLD votes
from James B. Williams, David R. Goode, Donald
V. Fites, and Barbara L. Bowles for failing to
remove a dead-hand, slow-hand, or similar
feature in the company's poison pill.
1.2 Elect Director Donald V. Fites ---
Withhold
1.3 Elect Director David R. Goode ---
Withhold
1.4 Elect Director Karen N. Horn --- For
1.5 Elect Director William R. Johnson
--- For
1.6 Elect Director James B. Williams
--- Withhold
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
04/27/04 - A Golden West Financial Corp. 381317106 03/01/04 6,200
*GDW*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For Against Mgmt
The requested increase of 400,000,000 shares,
is above the allowable threshold of 340,000,000
shares.
3 Ratify Auditors For For Mgmt
04/27/04 - A Goodrich Corporation *GR* 382388106 03/08/04 4,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/06/04 - A Great Lakes Chemical Corp. 390568103 03/08/04 49
*GLK*
1 Elect Directors For For Mgmt
1.1 Elect Director James W. Crownover
--- For
1.2 Elect Director Louis E. Lataif ---
For
1.3 Elect Director Mack G. Nichols ---
For
2 Seek Sale of Company/Assets Against Against ShrHoldr
In our opinion, there is no compelling evidence
that the drastic measure described by the
proponent is in shareholders' best interests.
05/18/04 - A Guidant Corp. *GDT* 401698105 03/11/04 12,500
1 Elect Directors For For Mgmt
1.1 Elect Director Maurice A. Cox, Jr.
--- For
1.2 Elect Director Nancy-Ann Min
DeParle --- For
1.3 Elect Director Ronald W. Dollens
--- For
1.4 Elect Director Enrique C. Falla ---
For
1.5 Elect Director Kristina M. Johnson,
Ph.D. --- For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
05/19/04 - A Halliburton Co. *HAL* 406216101 03/22/04 17,700
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Review/Report on Operations in Iran Against Against ShrHoldr
4 Require Affirmative Vote of a Against Against ShrHoldr
Majority of the Shares to Elect
Directors
The main concern in implementing a majority
threshold requirement is that an annual board
could in effect be "decapitated" by a failure
to obtain majority shareholder support.
Therefore, given that: (i) the plurality voting
threshold is the currently accepted standard
for the election of directors of
publicly-traded companies, (ii) approval of
this item could disrupt board operations and
the company's financial performance in the
event some or all of the director nominees do
not receive majority support and do not get
elected, (iii) requiring a majority vote of the
outstanding shares could in effect provide for
a supermajority of votes cast, which would
adversely affect shareholders' ability to elect
directors in a contested election, and (iv) the
proposed provision may diminish the likelihood
of a successful open access campaign by
providing for an increased vote requirement in
the election of directors, we do not at this
point in time believe the proposed amendment
warrants shareholder support.
5 Separate Chairman and CEO Positions Against Against ShrHoldr
04/24/04 - A Harley-Davidson, Inc. *HDI* 412822108 03/10/04 12,200
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/29/04 - A Harrah's Entertainment, Inc. 413619107 03/01/04 4,500
*HET*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
5 Report on Political Against Against ShrHoldr
Contributions/Activities
05/20/04 - A Hasbro, Inc. *HAS* 418056107 03/31/04 7,000
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
4 Implement and Monitor Code of Against Against ShrHoldr
Corporate Conduct - ILO Standards
04/28/04 - A Hershey Foods Corp. *HSY* 427866108 03/01/04 5,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 92,100
1 Elect Directors For Split Mgmt
1.1 Elect Director Gregory D. Brenneman
--- For
We recommend a vote FOR the directors with the
exception of independent outsider Claudio X.
Gonzalez. We recommend that shareholders
WITHHOLD votes from Claudio X. Gonzalez for
sitting on more than six boards.
1.2 Elect Director Richard H. Brown ---
For
1.3 Elect Director John L. Clendenin
--- For
1.4 Elect Director Berry R. Cox --- For
1.5 Elect Director Claudio X. Gonzalez
--- Withhold
1.6 Elect Director Milledge A. Hart,
III --- For
1.7 Elect Director Bonnie G. Hill ---
For
1.8 Elect Director Kenneth G. Langone
--- For
1.9 Elect Director Robert L. Nardelli
--- For
1.10 Elect Director Roger S. Penske ---
For
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Directors Against Against ShrHoldr
Because a six-year term limit is arbitrary, and
because the company's shareholders can express
their dissatisfaction with directors on an
annual basis, we believe that the proposal does
not warrant shareholder support.
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because the company does not have a policy that
puts any future pill to a shareholder vote, we
recommend that shareholders support this
proposal.
5 Performance- Based/Indexed Options Against For ShrHoldr
Because we support pay for performance, and
because the grants of restricted stock (other
than those granted under the LTIP) are not
based on specific performance hurdles, we
believe the proposal warrants shareholder
support.
6 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr
7 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We support the shareholder proposal as it
relates to ex post facto ratification of golden
parachutes and severance plans, and therefore
recommend that shareholders vote to approve
this proposal.
8 Require Affirmative Vote of the Against Against ShrHoldr
Majority of the Shares to Elect
Directors
Given that: (i) the plurality voting threshold
is the currently accepted standard for the
election of directors of publicly traded
companies, (ii) approval of this item could
disrupt board operations and the company's
financial performance in the event some or all
of the director nominees do not receive
majority support and do not get elected, (iii)
requiring a majority vote of the outstanding
shares in effect provides for a supermajority
of votes cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (iv) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not at this point
in time believe the proposed amendment warrants
shareholder support.
04/26/04 - A Honeywell International, Inc. 438516106 02/27/04 34,837
*HON*
1 Elect Directors For Split Mgmt
1.1 Elect Director James J. Howard ---
Withhold
We recommend withholding votes from all of the
nominees with the exception of new nominee Eric
K. Shinseki. We recommend shareholders WITHHOLD
votes from Ivan G. Seidenberg, Russell E.
Palmer, Bruce Karatz, and James J. Howard for
failure to implement the proposal to eliminate
the supermajority vote requirement.
1.2 Elect Director Bruce Karatz ---
Withhold
1.3 Elect Director Russell E. Palmer
--- Withhold
1.4 Elect Director Ivan G. Seidenberg
--- Withhold
1.5 Elect Director Eric K. Shinseki ---
For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
As a matter of policy, we recommend that
shareholders vote for all proposals that
eliminate supermajority vote requirements, as
they serve as entrenchment devices for
management and therefore are not in the
shareholders' best interest.
5 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We support the submission of golden parachutes
and other severance provisions for shareholder
ratification as a general principle.
Furthermore, we believe that a company's
parachute provisions should be reasonable and
not excessive. To be effective without creating
distorted incentives with respect to
management, severance arrangements must be
considerably less attractive than continued
employment with the company. This proposal also
allows the company to seek shareholder approval
after the material terms of the agreement have
been agreed upon. Therefore, we support this
proposal.
6 Report on Pay Disparity Against Abstain ShrHoldr
7 Provide for Cumulative Voting Against Against ShrHoldr
04/22/04 - A Humana Inc. *HUM* 444859102 03/01/04 6,600
1 Elect Directors For For Mgmt
04/27/04 - A Huntington Bancshares Inc. 446150104 02/20/04 9,316
*HBAN*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/07/04 - A Illinois Tool Works Inc. *ITW* 452308109 03/09/04 12,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/07/04 - A IMS Health Inc. *RX* 449934108 03/05/04 9,600
1 Elect Directors For For Mgmt
1.1 Elect Director James D. Edwards ---
For
1.2 Elect Director David M. Thomas ---
For
1.3 Elect Director William C. Van
Faasen --- For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We generally support the submission of
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval which would
limit a board's negotiating flexibility.
Seeking shareholder approval after the material
terms of the contract are agreed upon would
give the board a framework to work within and
prevent the excessive "pay for failure"
packages that have been witnessed at other
companies. Accordingly, we believe that this
proposal warrants shareholder support.
05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 264,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Craig R. Barrett ---
For
We recommend a vote FOR the directors with the
exception of independent outsider D. James
Guzy. We recommend that shareholders WITHHOLD
votes from D. James Guzy for sitting on more
than six boards.
1.2 Elect Director Charlene Barshefsky
--- For
1.3 Elect Director E. John P. Browne
--- For
1.4 Elect Director Andrew S. Grove ---
For
1.5 Elect Director D. James Guzy ---
Withhold
1.6 Elect Director Reed E. Hundt --- For
1.7 Elect Director Paul S. Otellini ---
For
1.8 Elect Director David S. Pottruck
--- For
1.9 Elect Director Jane E. Shaw --- For
1.10 Elect Director John L. Thornton ---
For
1.11 Elect Director David B. Yoffie ---
For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
5 Limit/Prohibit Awards to Executives Against For ShrHoldr
The company currently does not use
performance-vesting awards in its compensation
plans for senior executives. Although the
proponent in its supporting statement is
critical of fixed-price options, it does not
appear that the proposal advocates replacement
of options with performance-based restricted
stock. The proposal requests the the company
use performance-vesting stock in development of
future equity awards for senior executives.
Although the company has recently adopted
officer stockholding guidelines, a more
rigorous requirement would be 7x to 10x for the
CEO and scaled down for other executives.
Therefore, we believe that this proposal
warrants shareholder support.
6 Performance- Based/Indexed Options Against For ShrHoldr
In this case, the company uses standard options
for its long term compensation. It does not
currently award or plans to award
performance-based options. The proposal
requests for a portion of future stock option
grants to be performance-based to senior
executives and is therefore not unduly
restrictive. The company should be able to
identify appropriate performance criteria and
clearly disclose the associated performance
goals or hurdle rates to the shareholders. This
would provide further discipline and alignment
in award of executive compensation to
shareholders interest.
04/27/04 - A International Business 459200101 02/27/04 69,600
Machines Corp. *IBM*
1 Elect Directors For For Mgmt
1.1 Elect Director Cathleen Black ---
For
1.2 Elect Director Kenneth I. Chenault
--- For
1.3 Elect Director Carlos Ghosn --- For
1.4 Elect Director Nannerl O. Keohane
--- For
1.5 Elect Director Charles F. Knight
--- For
1.6 Elect Director Lucio A. Noto --- For
1.7 Elect Director Samuel J. Palmisano
--- For
1.8 Elect Director John B. Slaughter
--- For
1.9 Elect Director Joan E. Spero --- For
1.10 Elect Director Sidney Taurel --- For
1.11 Elect Director Charles M. Vest ---
For
1.12 Elect Director Lorenzo H. Zambrano
--- For
2 Ratify Auditors For For Mgmt
3 Ratify Auditors for the Company's For For Mgmt
Business Consulting Services Unit
4 Approve Executive Incentive Bonus For For Mgmt
Plan
5 Provide for Cumulative Voting Against Against ShrHoldr
6 Amend Pension and Retirement Against Against ShrHoldr
Medical Insurance Plans
We believe the scope of the proponent's
proposal is overly broad since it asks that all
employees be allowed to choose participation in
the plan, which could be costly to
shareholders. Moreover, if the company
ultimately lost on these claims it would be
required to remedy the age discriminating
effect of its plans. Accordingly, we recommend
a vote against this proposal.
7 Submit Executive Compensation to Against For ShrHoldr
Vote
Pension fund income can distort true operating
performance, which should be the basis for
determining executive bonuses and compensation
rather than gains from defined benefit plans.
And because companies have discretion in
determining the assuptions to measure pension
obligation and expenses, there is potential for
manipulation. For example, J.P. Morgan Fleming
Asset Management found that the median expected
annual rate of return used among S&P 500
companies has remained steady at 9.2 percent
since 1997. Using a more realistic assumption
such as 6.5 percent would trim $44 billion off
S&P 500 profits just in 2003. We agree
with the principle advanced by the proposal and
believes a cleaner measure of earnings should
be applied to performance pay. A number of
companies are adopting this concept, including
General Electric, Verizon Communications and
Qwest Communications International Inc.
8 Expense Stock Options Against For ShrHoldr
We support the general principle motivating
this non-binding proposal. We agree with the
growing investor consensus that companies
should expense the costs associated with stock
options in order to increase the accuracy of
their financial statements. Although companies
can choose to expense options, the Financial
Accounting Standards Board (FASB) does not
require it. Since the expensing of options
lowers earnings, most companies have elected
not to do so. Instead, most companies have
opted to disclose option values only in the
footnotes to their annual reports. In
the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options (some 350) have had
flexibility in their selection of a specific
valuation methodology. Opponents of option
expensing argue that options are difficult to
value and expensing options could add
complexity and decrease transparency in
financial reporting. However, given the fact
that stock options have become an integral
component of compensation, their value cannot
be ignored and treated as "no-cost"
compensation. Given that (1) many companies use
stock options as a significant component of
overall compensation, (2) the exercise of
options result in a transfer of shareholder
value, and (3) the contingent cost of options
reduces earnings, we believe that options
should be expensed along with all other forms
of compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
9 Limit Awards to Executives Against Against ShrHoldr
We agree with proponent's underlying rationale
for disclosure of executive compensation.
However, the liability threshold of $2,000 is
arbitrary. Furthermore, based on the
independence of the company's compensation
committee, and the company's existing
disclosure regarding its compensation
practices, we agree with the board that the
current requirements for disclosure of
executive compensation are adequate and fair.
Therefore, we do not believe that shareholders
would receive any meaningful benefit from this
additional disclosure requirement.
10 China Principles Against Against ShrHoldr
11 Report on Political Against Against ShrHoldr
Contributions/Activities
12 Report on Executive Compensation Against For ShrHoldr
While we do not suggest that current
compensation practices have the intended
effects suggested by the shareholder, we
nonetheless support this proposal as the
additional reporting will provide shareholders
with greater transparency on compensation
policies.
05/11/04 - A International Flavors & 459506101 03/23/04 3,800
Fragrances Inc. *IFF*
1 Elect Directors For For Mgmt
1.1 Elect Director Margaret Hayes Adame
--- For
1.2 Elect Director Gunter Blobel --- For
1.3 Elect Director J. Michael Cook ---
For
1.4 Elect Director Peter A. Georgescu
--- For
1.5 Elect Director Richard A. Goldstein
--- For
1.6 Elect Director Alexandra A. Herzan
--- For
1.7 Elect Director Arthur C. Martinez
--- For
1.8 Elect Director Burton M. Tansky ---
For
2 Ratify Auditors For For Mgmt
3 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
We believe that companies should adopt a
formal, written policy on auditor independence.
The value of a written policy is twofold:
first, it allows shareholders to scrutinize and
evaluate the particulars of the policy, and
second, it ensures that the policy survives
beyond the tenure of a particular management
team or CEO. In this case, the company states
that the Audit Committee pre-approves and
monitors all services by
PricewaterhouseCoopers, the company's
independent auditors, with the aim of ensuring
the independence and objectivity of the
auditors so that investor confidence is
maintained. Therefore, we believe this proposal
does not warrant shareholder support.
05/11/04 - A International Paper Co. *IP* 460146103 03/17/04 19,421
1 Elect Directors For Split Mgmt
1.1 Elect Director Martha F. Brooks ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider W. Craig
McClelland. We recommend that shareholders
WITHHOLD votes from W. Craig McClelland for
standing as an affiliated outsider on the
Nominating Committee.
1.2 Elect Director James A. Henderson
--- For
1.3 Elect Director Robert D. Kennedy
--- For
1.4 Elect Director W. Craig McClelland
--- Withhold
1.5 Elect Director Robert M. Amen ---
For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
We note that the compensation committee is
composed entirely of independent directors and
currently sets and reviews the company's
executive compensation program. We believe that
the compensation committee should have the
flexibility to determine an executive's pay
based on a number of factors, rather than have
an arbitrary cap to determine executive
compensation. Although we agree with the
proponent that the restricted share program
should utilize justifiable performance criteria
and challenging performance benchmarks, the
proposed caps on the CEO compensation would be
unduly restrictive. Thus, we do not support
this proposal.
05/11/04 - A ITT Industries, Inc. *ITT* 450911102 03/19/04 3,700
1 Ratify Auditors For For Mgmt
2 Elect Directors For For Mgmt
05/14/04 - A J. C. Penney Co., Inc (HLDG 708160106 03/15/04 11,000
CO) *JCP*
1 Elect Directors For Split Mgmt
1.1 Elect Director Colleen C. Barrett
--- For
According to our data, at the company's last
annual meeting, a majority of the shares
outstanding voted in favor of a shareholder
proposal. The company has yet to implement or
take the necessary actions to implement the
proposal.
1.2 Elect Director M.Anthony Burns ---
Withhold
1.3 Elect Director Maxine K. Clark ---
For
1.4 Elect Director Allen Questrom ---
Withhold
2 Ratify Auditors For For Mgmt
05/13/04 - A Janus Capital Group Inc. *JNS* 47102X105 03/18/04 9,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/03/04 - A Jefferson-Pilot Corp. *JP* 475070108 03/01/04 5,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director Stock For For Mgmt
Option Plan
04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 120,206
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Cease Charitable Contributions Against Against ShrHoldr
05/19/04 - A Jones Apparel Group, Inc. 480074103 03/19/04 5,100
*JNY*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/25/04 - A JP Morgan Chase & Co. *JPM* 46625H100 04/02/04 83,260
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For For Mgmt
2.1 Elect Director Hans W. Becherer ---
For
2.2 Elect Director Frank A. Bennack,
Jr. --- For
2.3 Elect Director John H. Biggs --- For
2.4 Elect Director Lawrence A. Bossidy
--- For
2.5 Elect Director Ellen V. Futter ---
For
2.6 Elect Director William H. Gray, III
--- For
2.7 Elect Director William B. Harrison,
Jr --- For
2.8 Elect Director Helene L. Kaplan ---
For
2.9 Elect Director Lee R. Raymond ---
For
2.10 Elect Director John R. Stafford ---
For
3 Ratify Auditors For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
The performance measures included under the
plan are appropriate for the company given its
line of business, long-term strategic
objectives, and industry-specific measures for
assessing market competitiveness. Additionally,
the plan is administered by a committee of
independent outsiders who must certify
attainment of these objective, measurable
performance goals before cash awards are paid
to participants. Moreover, preservation of the
full deductibility of all compensation paid
reduces the company's corporate tax obligation.
5 Adjourn Meeting For Against Mgmt
Once their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
6 Establish Term Limits for Directors Against Against ShrHoldr
Because a six-year term limit is arbitrary, and
because the company's shareholders can express
their dissatisfaction with directors on an
annual basis, we believe that the proposal does
not warrant shareholder support.
7 Charitable Contributions Against Against ShrHoldr
We generally believe that charitable
contributions are beneficial to the company
when they are donated in good faith and in the
absence of gross negligence or self-dealing of
management. These contributions assist in
worthwhile causes and can help generate
goodwill within the community. The JP Morgan
Chase Foundation engages and donates to causes
that management believes are beneficial to the
communities in which the company operates and
in the best interests of the company. Further,
the company provides comprehensive information
regarding its corporate giving grants in its
Corporate Responsibility Annual Reports
available on the company's website. Therefore,
lacking evidence to the contrary, we believe
that continuing these charitable contributions
is in the best interests of the shareholders.
8 Political Contributions Against Against ShrHoldr
9 Separate Chairman and CEO Positions Against Against ShrHoldr
10 Provide Adequate Disclosure for Against Against ShrHoldr
over the counter Derivatives
11 Auditor Independence Against For ShrHoldr
Since approval of this proposal will enhance
company's transparency to shareholders and
ensure auditor independence, we support this
proposal.
12 Submit Non-Employee Director Against Against ShrHoldr
Compensation to Vote
JP Morgan's director compensation is in line
with the compensation practices of its peers.
We agree with the company's view that a
significant portion of the overall director
compensation be linked to the company's stock.
At this time, in the absence of compelling
evidence of abusive director compensation
practices, we recommend against the proposal.
13 Report on Pay Disparity Against Abstain ShrHoldr
Since approval of this proposal will help JP
Morgan review its current pay practices and
policies, and provide transparency to its
shareholders, we support this request.
04/23/04 - A Kellogg Co. *K* 487836108 03/04/04 16,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Genetically Modified Against Against ShrHoldr
Organisms (GMO)
05/11/04 - A Kerr-McGee Corp. *KMG* 492386107 03/12/04 4,180
1 Elect Directors For For Mgmt
1.1 Elect Director William E. Bradford
--- For
1.2 Elect Director Luke R. Corbett ---
For
1.3 Elect Director David C
Genever-Watling --- For
1.4 Elect Director Farah M. Walters ---
For
2 Ratify Auditors For For Mgmt
3 Establishment of an Office of the Against For ShrHoldr
Board of Directors
We agree with the spirit of the proposal on the
importance of establishing a clear mechanism
for direct communications between shareholders
and independent directors. Direct
communications between the parties would result
in improved relations by allowing shareholders
to better understand the company as well as
make corporate governance more transparent.
05/13/04 - A KeyCorp *KEY* 493267108 03/16/04 17,000
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
05/20/04 - A KeySpan Corporation *KSE* 49337W100 03/22/04 6,600
1 Elect Directors For For Mgmt
1.1 Elect Director Robert B. Catell ---
For
1.2 Elect Director Andrea S.
Christensen --- For
1.3 Elect Director Alan H. Fishman ---
For
1.4 Elect Director J. Atwood Ives ---
For
1.5 Elect Director James R. Jones ---
For
1.6 Elect Director James L. Larocca ---
For
1.7 Elect Director Gloria C. Larson ---
For
1.8 Elect Director Stephen W. Mckessy
--- For
1.9 Elect Director Edward D. Miller ---
For
1.10 Elect Director Vikki L. Pryor ---
For
2 Ratify Auditors For For Mgmt
3 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's rights plan was not
approved by shareholders nor does it embody the
above features that we recommend. We therefore
agree with the proponent that the current pill
should be redeemed and any new pill be put to a
shareholder vote.
04/29/04 - A Kimberly-Clark Corp. *KMB* 494368103 03/01/04 20,380
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Pastora San Juan
Cafferty --- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from independent outsiders Marc
J. Shapiro, Linda Johnson Rice and Pastora San
Juan Cafferty for failure to implement the
proposal to submit the company's shareholder
rights plan to a shareholder vote. We also
recommend that shareholders WITHHOLD votes from
Claudio X. Gonzalez for sitting on more than
six boards and for failure to implement the
proposal to submit the company's shareholder
rights plan to a shareholder vote.
1.2 Elect Director Claudio X. Gonzalez
--- Withhold
1.3 Elect Director Linda Johnson Rice
--- Withhold
1.4 Elect Director Marc J. Shapiro ---
Withhold
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans. Ideally, a pill
should include a two- to three-year sunset
provision, a reasonable flip-in (20 percent or
higher), and a chewable feature allowing
shareholders to redeem the pill in the event of
a takeover offer. In this case, the
company's rights plan was not approved by
shareholders nor does it embody the above
features that we recommend. We therefore agree
with the proponent that the current pill and
any new pill be put to a shareholder vote.
05/11/04 - A Kinder Morgan, Inc. *KMI* 49455P101 03/12/04 5,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Charles W. Battey
--- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Charles W.
Battey. We recommend that shareholders WITHHOLD
votes from Charles W. Battey for standing as an
affiliated outsider on the Audit Committee.
1.2 Elect Director H. A. True, III ---
For
1.3 Elect Director Fayez Sarofim --- For
2 Ratify Auditors For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Prepare a Sustainability Report Against Against ShrHoldr
5 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
05/04/04 - A Knight-Ridder, Inc. *KRI* 499040103 03/15/04 3,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A Kohl's Corp. *KSS* 500255104 03/03/04 13,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Wayne Embry --- For
ISS recommends that shareholders vote FOR Wayne
Embry and Frank V. Sica, but WITHHOLD votes
from the other nominees. We recommend that
shareholders WITHHOLD votes from affiliated
outsider John F. Herma for standing as an
affiliated outsider on the Audit and Nominating
committees and for failure to establish a
majority independent board and R. Lawrence
Montgomery for failure to establish a majority
independent board.
1.2 Elect Director John F. Herma ---
Withhold
1.3 Elect Director R. Lawrence
Montgomery --- Withhold
1.4 Elect Director Frank V. Sica --- For
2 Ratify Auditors For For Mgmt
3 Performance-Based Stock/Indexed Against For ShrHoldr
Options
Despite the fact that certain features of the
proposal may be more rigorous than others, we
support the underlying principal of the
proposal in this case.
4 Separate Chairman and CEO Positions Against Against ShrHoldr
05/05/04 - A Leggett & Platt, Inc. *LEG* 524660107 03/15/04 7,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 10,900
*LEH*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/04 - A Lexmark International, Inc. 529771107 03/05/04 5,300
*LXK*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
05/17/04 - A Limited Brands *LTD* 532716107 03/31/04 20,862
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/13/04 - A Lincoln National Corp. *LNC* 534187109 02/20/04 7,400
1 Elect Directors For For Mgmt
2 Approve Deferred Compensation Plan For For Mgmt
05/20/04 - A Liz Claiborne, Inc. *LIZ* 539320101 03/22/04 4,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/04 - A Lockheed Martin Corp. *LMT* 539830109 03/01/04 18,200
1 Elect Directors For Split Mgmt
1.1 Elect Director E.C. 'Pete'
Aldridge, Jr. --- For
We recommend a vote FOR the directors with the
exceptions of Joseph W. Ralston and Norman R.
Augustine. We recommend that shareholders
WITHHOLD votes from Joseph W. Ralston and
Norman R. Augustine for standing as affiliated
outsiders on the Nominating Committee.
1.2 Elect Director Nolan D. Archibald
--- For
1.3 Elect Director Norman R. Augustine
--- Withhold
1.4 Elect Director Marcus C. Bennett
--- For
1.5 Elect Director Vance D. Coffman ---
For
1.6 Elect Director Gwendolyn S. King
--- For
1.7 Elect Director Douglas H.
McCorkindale --- For
1.8 Elect Director Eugene F. Murphy ---
For
1.9 Elect Director Joseph W. Ralston
--- Withhold
1.10 Elect Director Frank Savage --- For
1.11 Elect Director Anne Stevens --- For
1.12 Elect Director Robert J. Stevens
--- For
1.13 Elect Director James R. Ukropina
--- For
1.14 Elect Director Douglas C. Yearley
--- For
2 Ratify Auditors For For Mgmt
3 Report on Executive Ties to Against Against ShrHoldr
Government
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
5 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
6 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
05/11/04 - A Loews Corp. *LTR* 540424108 03/15/04 7,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
4 Support Legislation and Make Public Against Against ShrHoldr
Statements on Environmental Tobacco
Smoke
5 Cease Charitable Contributions Against Against ShrHoldr
05/03/04 - A Louisiana-Pacific Corp *LPX* 546347105 03/05/04 4,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Dustan E. McCoy ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Lee C.
Simpson. We recommend that shareholders
WITHHOLD votes from Lee C. Simpson for standing
as an affiliated outsider on the Nominating
Committee.
1.2 Elect Director Lee C. Simpson ---
Withhold
1.3 Elect Director Colin D. Watson ---
For
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Non-Employee Director For For Mgmt
Restricted Stock Plan
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
5 Amend Executive Incentive Bonus Plan For For Mgmt
6 Ratify Auditors For For Mgmt
7 Separate Chairman and CEO Positions Against Against ShrHoldr
8 Report on Greenhouse Gas Emissions Against Against ShrHoldr
05/28/04 - A Lowe *LOW* 548661107 04/01/04 31,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Leonard L. Berry ---
For
We recommend a vote FOR the directors with the
exception of Dawn E. Hudson. We recommend that
shareholders WITHHOLD votes from Dawn E. Hudson
for poor attendance.
1.2 Elect Director Paul Fulton --- For
1.3 Elect Director Dawn E. Hudson ---
Withhold
1.4 Elect Director Marshall O. Larsen
--- For
1.5 Elect Director Robert A. Niblock
--- For
1.6 Elect Director Stephen F. Page ---
For
1.7 Elect Director O. Temple Sloan, Jr.
--- For
1.8 Elect Director Robert L. Tillman
--- For
2 Ratify Auditors For For Mgmt
05/06/04 - A LSI Logic Corp. *LSI* 502161102 03/11/04 15,300
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For Against Mgmt
We generally approve of plans which: (a) comply
with Section 423 of the Internal Revenue Code;
(b) have a reasonable number of shares being
reserved; (c) have a reasonable offering
period, and; (d) place limits on participation.
However, in this case the plan also includes an
evergreen provision which allows the company to
annually reserve 1.15 percent of the company's
outstanding stock less the number of shares
available for future grants. Because there is
no expiration date specified for this plan, we
are unable to determine the total number of
shares which will become available for future
issuance and, as such, we are unable to
determine if the number of shares being
reserved is reasonable.
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Approve/Amend Executive Incentive For For Mgmt
Bonus Plan
5 Ratify Auditors For For Mgmt
05/05/04 - A Manor Care, Inc. *HCR* 564055101 03/12/04 3,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Virgis W. Colbert
--- Withhold
We recommend a vote FOR all nominees expect
Virgis W. Colbert. We recommend that
shareholders WITHHOLD votes from Audit
Committee member and independent outsider
Virgis W. Colbert for paying excessive
non-audit fees.
1.2 Elect Director William H. Longfield
--- For
1.3 Elect Director Paul A. Ormond ---
For
2 Amend Omnibus Stock Plan For For Mgmt
3 Declassify the Board of Directors For Against Mgmt
4 Ratify Auditors For Against Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
The Compensation Committee is composed of
majority independent directors and currently
sets and reviews the company's executive
compensation program. We believe that the
Compensation Committee should have the
flexibility to determine an executive's pay
based on a number of factors, rather then have
an arbitrary cap to determine executive
compensation. Although we agree with the
proponent that the restricted share program
should utilize justifiable performance
criteria, the proposed caps on restricted stock
grants, severance payments, salary and bonus,
would be unduly restrictive. Thus, we do not
support this proposal.
04/28/04 - A Marathon Oil Corp *MRO* 565849106 03/01/04 12,600
1 Elect Directors For For Mgmt
1.1 Elect Director Charles F. Bolden,
Jr. --- For
1.2 Elect Director Charles R. Lee ---
For
1.3 Elect Director Dennis H. Reilley
--- For
1.4 Elect Director Thomas J. Usher ---
For
2 Ratify Auditors For For Mgmt
3 Report on Greenhouse Gas Emissions Against Against ShrHoldr
4 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
In this case, the ceiling suggested by the
proponent is 2.99 times salary plus bonus,
including lump sum cash payments and the
estimated present value of periodic retirement.
While we generally recommend the threshold be
applied to salary plus bonus, we believe that
this proposal would still be in the best
interest of shareholders. Additionally, since
the proponent's proposal gives the company the
option, in implementing this proposal, of
seeking approval after the material terms of
the agreement are agreed upon, we do not
believe that adoption of this proposal would
unduly hinder management's ability to negotiate
such agreements with potential executives.
04/30/04 - A Marriott International Inc. 571903202 03/08/04 9,400
(New) *MAR*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
05/20/04 - A Marsh & McLennan Companies, 571748102 03/22/04 21,400
Inc. *MMC*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Marshall & Ilsley Corp. *MI* 571834100 03/01/04 9,200
1 Elect Directors For For Mgmt
05/11/04 - A Masco Corp. *MAS* 574599106 03/15/04 18,700
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
05/13/04 - A Mattel, Inc. *MAT* 577081102 03/17/04 17,325
1 Elect Directors For For Mgmt
1.1 Elect Director Eugene P. Beard ---
For
1.2 Elect Director Michael J. Dolan ---
For
1.3 Elect Director Robert A. Eckert ---
For
1.4 Elect Director Tully M. Friedman
--- For
1.5 Elect Director Ronald M. Loeb ---
For
1.6 Elect Director Andrea L. Rich ---
For
1.7 Elect Director Ronald L. Sargent
--- For
1.8 Elect Director Christopher A.
Sinclair --- For
1.9 Elect Director G. Craig Sullivan
--- For
1.10 Elect Director John L. Vogelstein
--- For
1.11 Elect Director Kathy Brittain White
--- For
2 Ratify Auditors For For Mgmt
3 Limit Awards to Executives Against Against ShrHoldr
While we share the proponent's concern about
excessive executive compensation, we believe
this proposal is too restrictive and would
limit the flexibility of the compensation
committee to design appropriate compensation
structure for the executives. As such, this
item does not warrant shareholder approval.
4 Prohibit Auditor from Providing Against For ShrHoldr
Non-Audit Services
Since approval of this proposal will enhance
company's transparency to shareholders and
ensure auditor independence, we support this
proposal.
05/13/04 - A Maytag Corp. *MYG* 578592107 03/16/04 3,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Wayland R. Hicks ---
Withhold
Effective corporate governance depends upon the
board being accountable to shareholders.
Although the proposals to declassify the board
and to submit the poison pill to a shareholder
vote received the clear mandate of the
company's shareholders for more than two
consecutive years, the board has yet to
implement the proposals in accordance with the
desires of shareholders. Such failure or
unwillingness to respond to the desires of
shareholders warrants withholding votes from
those nominated directors that were directors
during the relevant period. We recommend
a vote FOR James A. McCaslin but WITHHOLD votes
from Fred G. Steingraber, W. Ann Reynolds, and
Wayland R. Hicks for failure to implement the
shareholder approved proposals.
1.2 Elect Director James A. McCaslin
--- For
1.3 Elect Director W. Ann Reynolds ---
Withhold
1.4 Elect Director Fred G. Steingraber
--- Withhold
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Amend Articles For For Mgmt
5 Declassify the Board of Directors Against Against ShrHoldr
6 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's poison was not
approved by shareholders nor does it embody the
above features that we recommend. While we
acknowledge the board's note on amending the
term of the pill, nevertheless we highlight
that the board is able to re-instate the pill
or reverse this determination at any time
without having to seek shareholder approval.
Therefore, we believe that this determination
by the board does little to answer the concerns
and interests of shareholders. We note
also that the board has failed to implement the
previously supported shareholder proposals
regarding adoption and maintenance of a poison
pill. Although we recognize that shareholder
proposals are not binding on the company, we
consider withholding votes for directors who
ignore shareholder proposals that have been
passed two years in a row by a majority of
votes cast. The re-presentation of this
proposal and the repeated supported from
shareholders over the last three years
emphasizes the importance that shareholders
place on this issue. While we recommend
withholding votes on the directors nominated
this year, we will closely monitor management's
response to this year's vote on this proposal.
05/06/04 - A MBIA Inc. *MBI* 55262C100 03/18/04 5,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/03/04 - A MBNA Corp. *KRB* 55262L100 02/13/04 51,705
1 Elect Directors For Split Mgmt
1.1 Elect Director James H. Berick ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insider Bruce L. Hammonds and
affiliated outsiders Benjamin R. Civiletti
,James H. Berick and Randolph D. Lerner. We
recommend that shareholders WITHHOLD votes from
Benjamin R. Civiletti and James H. Berick for
standing as affiliated outsiders on the Audit,
Compensation and Governance committees and for
failure to establish a majority independent
board. We recommend that shareholders WITHHOLD
votes from Randolph D. Lerner and Bruce L.
Hammonds for failure to establish a majority
independent board.
1.2 Elect Director Benjamin R.
Civiletti --- Withhold
1.3 Elect Director Bruce L. Hammonds
--- Withhold
1.4 Elect Director William L. Jews ---
For
1.5 Elect Director Randolph D. Lerner
--- Withhold
1.6 Elect Director Stuart L. Markowitz
--- For
1.7 Elect Director William B. Milstead
--- For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the wake of financial reporting problems and
excessive executive compensation at companies
like Enron Corp., Worldcom Inc., and Tyco
International Ltd., we agree with the growing
investor consensus that companies should
expense the costs associated with stock options
in order to increase the accuracy of their
financial statements. Since the expensing of
options lowers earnings, most companies have
elected not to do so. Instead, most companies
have opted to disclose option values only in
the footnotes to their annual reports. However,
stock options have become an integral component
of compensation and their value cannot be
ignored and treated as "no-cost" compensation.
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
4 Require Majority of Independent Against For ShrHoldr
Directors on Board
We believe that MBNA is moving in the right
direction as evidenced by the recent changes in
the company such as reducing executive
compensation and changing the composition of
the board. However, we believe that the board
of directors should be an independent body
capable of providing objective oversight of
management and the company's overall direction.
This goal can best be achieved when directors
are independent of the CEO and have no personal
interest in the company arising from salary, a
consulting agreement, or any other significant
business arrangement.
05/20/04 - A McDonald's Corp. *MCD* 580135101 03/22/04 51,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve/Amend Executive Incentive For For Mgmt
Bonus Plan
04/27/04 - A MeadWestvaco Corp. *MWV* 583334107 03/01/04 8,180
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/21/04 - A MEDCO Health Solutions Inc 58405U102 03/10/04 10,855
*MHS*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/20/04 - A Mellon Financial Corp. *MEL* 58551A108 02/06/04 17,400
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 90,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For Against Mgmt
4 Prohibit Awards to Executives Against Against ShrHoldr
5 Develop Ethical Criteria for Patent Against Against ShrHoldr
Extension
6 Link Executive Compensation to Against Abstain ShrHoldr
Social Issues
7 Report on Political Contributions Against Against ShrHoldr
8 Report on Operational Impact of Against Abstain ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
04/23/04 - A Merrill Lynch & Co., Inc. 590188108 02/24/04 38,200
*MER*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Against Against ShrHoldr
Voting
4 Separate Chairman and CEO Positions Against Against ShrHoldr
04/27/04 - A Metlife, Inc *MET* 59156R108 03/01/04 30,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Curtis H. Barnette
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Harry P.
Kamen and John C. Danforth. We recommend that
shareholders WITHHOLD votes from Harry P. Kamen
and John C. Danforth for standing as affiliated
outsiders on the Nominating Committee.
1.2 Elect Director John C. Danforth ---
Withhold
1.3 Elect Director Burton A. Dole, Jr.
--- For
1.4 Elect Director Harry P. Kamen ---
Withhold
1.5 Elect Director Charles M. Leighton
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
5 Ratify Auditors For For Mgmt
6 Limit Executive Compensation Against Against ShrHoldr
05/13/04 - A MGIC Investment Corp. *MTG* 552848103 03/15/04 3,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A Millipore Corp. *MIL* 601073109 03/05/04 2,000
1 Elect Directors For For Mgmt
06/16/04 - A Monster Worldwide, Inc. *MNST* 611742107 04/26/04 4,600
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
04/27/04 - A Moody's Corporation *MCO* 615369105 03/01/04 6,000
1 Elect Directors For For Mgmt
1.1 Elect Director Basil L. Anderson
--- For
1.2 Elect Director Raymond W Mcdaniel
Jr. --- For
1.3 Elect Director John Rutherfurd, Jr.
--- For
1.4 Elect Director John K. Wulff --- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
5 Performance- Based Against Against ShrHoldr
We evaluate shareholder proposals to grant
performance and time-based restricted shares on
a case-by-case basis. While we support the
general principal of performance-based
compensation, and believe that there should be
strong linkage between company's performance
and compensation at the senior executive level,
we believe that issuers should be given
latitude in determining the mix of award types.
Consequently, we would not support proposals
that overly restrict the Compensation Committee
to awarding only performance and time-based
options to its senior executives.
04/20/04 - A Morgan Stanley *MWD* 617446448 02/20/04 43,790
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
5 Report on Political Against Against ShrHoldr
Contributions/Activities
05/03/04 - A Motorola, Inc. *MOT* 620076109 03/05/04 94,221
1 Elect Directors For For Mgmt
1.1 Elect Director Edward Zander --- For
1.2 Elect Director H. Laurence Fuller
--- For
1.3 Elect Director Judy Lewent --- For
1.4 Elect Director Walter Massey --- For
1.5 Elect Director Nicholas Negroponte
--- For
1.6 Elect Director Indra Nooyi --- For
1.7 Elect Director John Pepper, Jr. ---
For
1.8 Elect Director Samuel Scott III ---
For
1.9 Elect Director Douglas Warner III
--- For
1.10 Elect Director John White --- For
1.11 Elect Director Mike Zafirovski ---
For
2 Limit Executive Compensation Against Against ShrHoldr
While we understand the proponent's concerns
with escalating CEO pay, we believe that the
proposal is unduly restrictive. The
compensation committee, which is composed
entirely of independent directors, should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. Furthermore, the features of
this proposal would limit equity awards to time
based restricted shares and set arbitrary caps
on salary, bonus and severance, regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
3 Limit Awards to Executives Against Against ShrHoldr
We believe that an independent compensation
committee needs to have flexibility in
constructing compensation packages for its top
managers in order to remain competitive in the
marketplace. The prohibition of all future
stock options would effectively limit the
company's ability to retain and attract
qualified management. This proposal is too
restrictive, and does not warrant shareholder
approval.
04/27/04 - A National City Corp. *NCC* 635405103 03/05/04 24,600
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/12/04 - A Newell Rubbermaid Inc. *NWL* 651229106 03/15/04 11,026
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A Newmont Mining Corp. (Holding 651639106 03/02/04 17,417
Company) *NEM*
1 Elect Directors For For Mgmt
1.1 Elect Director Glen A. Barton ---
For
1.2 Elect Director Vincent A. Calarco
--- For
1.3 Elect Director Michael S. Hamson
--- For
1.4 Elect Director Leo I. Higdon, Jr.
--- For
1.5 Elect Director Pierre Lassonde ---
For
1.6 Elect Director Robert J. Miller ---
For
1.7 Elect Director Wayne W. Murdy ---
For
1.8 Elect Director Robin A. Plumbridge
--- For
1.9 Elect Director John B. Prescott ---
For
1.10 Elect Director Michael K. Reilly
--- For
1.11 Elect Director Seymour Schulich ---
For
1.12 Elect Director James V. Taranik ---
For
2 Ratify Auditors For For Mgmt
3 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's rights plan was not
approved by shareholders nor does it embody the
above features that we recommend. We therefore
agree with the proponent that the current pill
should be put to a shareholder vote and any new
pill be put to a shareholder vote.
05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 44,500
*NXTL*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
04/15/04 - A Nicor Inc. *GAS* 654086107 02/17/04 573
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert M. Beavers,
Jr. --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider John H.
Birdsall, III. We recommend that shareholders
WITHHOLD votes from John H. Birdsall, III for
standing as an affiliated outsider on the Audit
Committee.
1.2 Elect Director Bruce P. Bickner ---
For
1.3 Elect Director John H. Birdsall,
III --- Withhold
1.4 Elect Director Thomas A. Donahoe
--- For
1.5 Elect Director Thomas L. Fisher ---
For
1.6 Elect Director John E. Jones --- For
1.7 Elect Director Dennis J. Keller ---
For
1.8 Elect Director William A. Osborn
--- For
1.9 Elect Director John Rau --- For
1.10 Elect Director John F. Riordan ---
For
1.11 Elect Director Russ M. Strobel ---
For
1.12 Elect Director Patricia A. Wier ---
For
2 Ratify Auditors For For Mgmt
3 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's rights plan, which
was adopted in 1997 and expires Sept. 30, 2007,
was not approved by shareholders nor does it
embody the above features that we recommend. We
therefore agree with the proponent that the
current pill and any future one be put to a
shareholder vote.
05/11/04 - A NiSource Inc. *NI* 65473P105 03/16/04 10,734
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/22/04 - A Nordstrom, Inc. *JWN* 655664100 03/17/04 5,600
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
05/13/04 - A Norfolk Southern Corp. *NSC* 655844108 03/05/04 15,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/20/04 - A Northern Trust Corp. *NTRS* 665859104 03/01/04 9,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Duane L. Burnham ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider Robert A.
Helman. We recommend that shareholders WITHHOLD
votes from Robert A. Helman for standing as an
affiliated outsider on the Nominating Committee.
1.2 Elect Director Dolores E. Cross ---
For
1.3 Elect Director Susan Crown --- For
1.4 Elect Director Robert S. Hamada ---
For
1.5 Elect Director Robert A. Helman ---
Withhold
1.6 Elect Director Dipak C. Jain --- For
1.7 Elect Director Arthur L. Kelly ---
For
1.8 Elect Director Robert C. Mccormack
--- For
1.9 Elect Director Edward J. Mooney ---
For
1.10 Elect Director William A. Osborn
--- For
1.11 Elect Director John W. Rowe --- For
1.12 Elect Director Harold B. Smith ---
For
1.13 Elect Director William D. Smithburg
--- For
2 Ratify Auditors For For Mgmt
05/18/04 - A Northrop Grumman Corp. *NOC* 666807102 03/22/04 7,353
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
4 Declassify the Board of Directors Against Against ShrHoldr
04/15/04 - A Novell, Inc. *NOVL* 670006105 02/20/04 15,100
1 Elect Directors For For Mgmt
1.1 Elect Director Albert Aiello --- For
1.2 Elect Director Fred Corrado --- For
1.3 Elect Director Richard L. Crandall
--- For
1.4 Elect Director Wayne Mackie --- For
1.5 Elect Director Claudia B. Malone
--- For
1.6 Elect Director Jack L. Messman ---
For
1.7 Elect Director Richard L. Nolan ---
For
1.8 Elect Director Thomas G. Plaskett
--- For
1.9 Elect Director John W. Poduska, Sr.
--- For
1.10 Elect Director James D. Robinson,
III --- For
1.11 Elect Director Kathy Brittain White
--- For
2 Expense Stock Options Against For ShrHoldr
3 Performance-Based/Indexed Options Against For ShrHoldr
We believe the company would benefit from
making greater use of equity awards tied to
performance measures.
4 Prohibit Auditor from Providing Against For ShrHoldr
Non-Audit Services
Since approval of this proposal will enhance
company's transparency to shareholders and
ensure auditor independence, we support this
proposal.
04/16/04 - A Novellus Systems, Inc. *NVLS* 670008101 02/17/04 6,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Provision of Non-Audit Services by Against For ShrHoldr
Independent Auditors
Since approval of this proposal will enhance
company's transparency to shareholders and
ensure auditor independence, we support this
proposal.
4 Limit Executive Compensation Against Against ShrHoldr
05/13/04 - A Nucor Corp. *NUE* 670346105 03/15/04 3,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/30/04 - A Occidental Petroleum Corp. 674599105 03/03/04 15,600
*OXY*
1 Elect Directors For For Mgmt
1.1 Elect Director Ronald W. Burkle ---
For
1.2 Elect Director John S. Chalsty ---
For
1.3 Elect Director Edward P. Djerejian
--- For
1.4 Elect Director R. Chad Dreier ---
For
1.5 Elect Director John E. Feick --- For
1.6 Elect Director Ray R. Irani --- For
1.7 Elect Director Dale R. Laurance ---
For
1.8 Elect Director Irvin W. Maloney ---
For
1.9 Elect Director Rodolfo Segovia ---
For
1.10 Elect Director Aziz D. Syriani ---
For
1.11 Elect Director Rosemary Tomich ---
For
1.12 Elect Director Walter L. Weisman
--- For
2 Ratify Auditors For For Mgmt
3 Amend Non-Employee Director For For Mgmt
Restricted Stock Plan
4 Prohibit Awards to Executives Against Against ShrHoldr
We agree that setting executive compensation is
the responsibility of an independent
compensation committee. Furthermore, the
company's compensation committee is comprised
of independent outsiders, which minimizes any
conflicts of interests between the management
and shareholders. The prohibition of all future
stock option and bonus programs would effect
the company's ability to retain a large number
of critical employees or attract qualified
personnel. Furthermore, we believe this
proposal is too restrictive, as it would
prohibit the executives from being remunerated
with stock options and bonuses regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
05/14/04 - A Office Depot, Inc. *ODP* 676220106 03/10/04 12,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Lee A. Ault III ---
Withhold
We recommend a vote FOR the directors with the
exceptions of insider Bruce Nelson, affiliated
outsider David I. Fuente, and independent
outsiders Michael J. Myers, James L. Heskett,
W. Scott Hedrick, Brenda J. Gaines, Neil R.
Austrian, and Lee A. Ault III. We recommend
that shareholders WITHHOLD votes from Bruce
Nelson, Michael J. Myers, James L. Heskett, W.
Scott Hedrick, Brenda J. Gaines, David I.
Fuente, Neil R. Austrian, and Lee A. Ault III
for failure to implement the proposal to submit
the company's poison pill to a shareholder vote.
1.2 Elect Director Neil R. Austrian ---
Withhold
1.3 Elect Director David W. Bernauer
--- For
1.4 Elect Director Abelardo E. Bru ---
For
1.5 Elect Director David I. Fuente ---
Withhold
1.6 Elect Director Brenda J. Gaines ---
Withhold
1.7 Elect Director Myra M. Hart --- For
1.8 Elect Director W. Scott Hedrick ---
Withhold
1.9 Elect Director James L. Heskett ---
Withhold
1.10 Elect Director Patricia H. McKay
--- For
1.11 Elect Director Michael J. Myers ---
Withhold
1.12 Elect Director Bruce Nelson ---
Withhold
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/25/04 - A Omnicom Group Inc. *OMC* 681919106 04/09/04 7,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director Stock For For Mgmt
Option Plan
04/27/04 - A Paccar Inc. *PCAR* 693718108 03/01/04 7,200
1 Elect Directors For For Mgmt
1.1 Elect Director David K. Newbigging
--- For
1.2 Elect Director Harry C. Stonecipher
--- For
1.3 Elect Director Harold A. Wagner ---
For
2 Increase Authorized Common Stock For For Mgmt
3 Amend Deferred Compensation Plan For For Mgmt
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans. Ideally, a pill
should include a two- to three-year sunset
provision, a reasonable flip-in (20 percent or
higher), and a chewable feature allowing
shareholders to redeem the pill in the event of
a takeover offer. In this case, the
company's rights plan, which was renewed in
1999, was not approved by shareholders nor does
it embody the above features that we recommend.
We therefore agree with the proponent that the
current pill and any new pill be put to a
shareholder vote.
5 Limit Awards to Executives Against Against ShrHoldr
We believe that there should be a positive
linkage between executive pay and the company's
shareholder returns. Specifically, if total
shareholder returns decrease over the long
term, then executive compensation should follow
suit and not increase as it has been observed
in the case of some companies. In this case,
PACCAR has posted one-year, three-year, and
five-year total shareholder returns of 89.53
percent, 41.42 percent, and 30.21 percent,
respectively, outperforming its peer group
(72.09 percent, 3.35 percent, and 6.80 percent)
and the S&P 500 index (38.90 percent, -1.51
percent, and -0.34 percent) over the same
period. We also agree that setting
executive compensation is the responsibility of
an independent compensation committee. In this
case, the Compensation Committee is comprised
of independent outsiders, which minimizes any
conflicts of interests between the management
and shareholders. The prohibition on all future
stock option programs would affect the
company's ability to retain a large number of
critical employees or attract qualified
personnel. We also note that the company
maintains a policy of expensing stock options
which serves to discipline compensation
practices and level the accounting playing
field among different forms of pay. We believe
this proposal is too restrictive, as it would
prohibit executives from receiving stock
options, a common form of equity award. As
such, this item does not warrant shareholder
approval
05/14/04 - A Pactiv Corp. *PTV* 695257105 03/19/04 6,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/04 - A PepsiCo, Inc. *PEP* 713448108 03/12/04 69,520
1 Elect Directors For For Mgmt
1.1 Elect Director John F. Akers --- For
1.2 Elect Director Robert E. Allen ---
For
1.3 Elect Director Ray L. Hunt --- For
1.4 Elect Director Arthur C. Martinez
--- For
1.5 Elect Director Indra K. Nooyi ---
For
1.6 Elect Director Franklin D. Raines
--- For
1.7 Elect Director Steven S. Reinemund
--- For
1.8 Elect Director Sharon Percy
Rockefeller --- For
1.9 Elect Director James J. Schiro ---
For
1.10 Elect Director Franklin A. Thomas
--- For
1.11 Elect Director Cynthia M. Trudell
--- For
1.12 Elect Director Solomon D. Trujillo
--- For
1.13 Elect Director Daniel Vasella ---
For
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Report on Operational Impact of Against For ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
Given the seriousness of the issue and the fact
that the company's disclosure lags behind its
peers, we recommend a vote in favor of this
request.
04/27/04 - A PerkinElmer Inc. *PKI* 714046109 02/27/04 5,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options (some 350) have had
flexibility in their selection of a specific
valuation methodology. Opponents of option
expensing argue that options are difficult to
value and expensing options could add
complexity and decrease transparency in
financial reporting. However, given the fact
that stock options have become an integral
component of compensation, their value cannot
be ignored and treated as "no-cost"
compensation. Given that (1) many companies use
stock options as a significant component of
overall compensation, (2) the exercise of
options result in a transfer of shareholder
value, and (3) the contingent cost of options
reduces earnings, we believe that options
should be expensed along with all other forms
of compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 309,051
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
5 Cease Political Against Against ShrHoldr
Contributions/Activities
6 Report on Political Against Against ShrHoldr
Contributions/Activities
7 Establish Term Limits for Directors Against Against ShrHoldr
8 Report on Drug Pricing Against Against ShrHoldr
9 Limit Awards to Executives Against Against ShrHoldr
10 Amend Animal Testing Policy Against Against ShrHoldr
04/21/04 - A PG&E Corp. *PCG* 69331C108 02/23/04 16,800
1 Elect Directors For For Mgmt
1.1 Elect Director David R. Andrews ---
For
1.2 Elect Director Leslie S. Biller ---
For
1.3 Elect Director David A. Coulter ---
For
1.4 Elect Director C. Lee Cox --- For
1.5 Elect Director Robert D. Glynn, Jr.
--- For
1.6 Elect Director David M. Lawrence,
MD --- For
1.7 Elect Director Mary S. Metz --- For
1.8 Elect Director Barry Lawson
Williams --- For
2 Ratify Auditors For For Mgmt
3 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
4 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
We support the shareholder proposal as it
relates to ex post facto ratification of golden
parachutes and severance plans.
5 Require Directors be a Link-Free Against Against ShrHoldr
Directors
Because the company already satisfies our
guidelines on independence and has already
established a formal independence policy that
goes above and beyond our requirements, we
believe that this proposal does not warrant
shareholder support.
6 Adopt Radioactive Waste Policy Against Against ShrHoldr
7 Separate Chairman and CEO Positions Against Against ShrHoldr
8 Limit Executive Compensation Against Against ShrHoldr
Because the company already targets
compensation to peer levels and ties
compensation to long-term performance
objectives, and because the company's
compensation committee is composed entirely of
independent outsiders, we do not think that the
proponent's overly restrictive proposal
warrants shareholder support.
05/28/04 - A Phelps Dodge Corp. *PD* 717265102 04/08/04 3,720
1 Elect Directors For For Mgmt
1.1 Elect Director Marie L. Knowles ---
For
1.2 Elect Director Jon C. Madonna ---
For
1.3 Elect Director Gordon R. Parker ---
For
1.4 Elect Director Robert D. Johnson
--- For
2 Cease Charitable Contributions Against Against ShrHoldr
We generally believe that charitable
contributions are beneficial to the company
when they are donated in good faith and in the
absence of gross negligence or self-dealing of
management. These contributions assist in
worthwhile causes and can help generate
goodwill within the community. Phelps Dodge's
charitable programs support causes that
management believes are beneficial to the
communities in which the company operates and
in the best interests of the company.
Therefore, lacking evidence to the contrary, we
believe that continuing these charitable
contributions is in the best interests of the
shareholders.
05/19/04 - A Pinnacle West Capital Corp. 723484101 03/19/04 3,800
*PNW*
1 Elect Directors For For Mgmt
1.1 Elect Director Roy A. Herberger,
Jr. --- For
1.2 Elect Director Humberto S. Lopez
--- For
1.3 Elect Director Kathryn L. Munro ---
For
1.4 Elect Director William L. Stewart
--- For
2 Ratify Auditors For For Mgmt
3 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr
Based on the tight regulation of the nuclear
power industry by the NRC, the detailed
compliance reports available on the NRC
website, and our concern with the value of the
requested report to shareholders, we recommend
that shareholders oppose this request.
05/10/04 - A Pitney Bowes Inc. *PBI* 724479100 03/12/04 9,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Political Against Against ShrHoldr
Contributions/Activities
05/04/04 - A Plum Creek Timber Company, 729251108 03/15/04 7,600
Inc. *PCL*
1 Elect Directors For Split Mgmt
1.1 Elect Director Rick R. Holley ---
For
We recommend a vote FOR the directors with the
exception of affiliated outsider David D.
Leland. We recommend that shareholders WITHHOLD
votes from David D. Leland for standing as an
affiliated outsider on the Audit & Compliance
and Corporate Governance & Nominating
committees.
1.2 Elect Director Ian B. Davidson ---
For
1.3 Elect Director Robin Josephs --- For
1.4 Elect Director David D. Leland ---
Withhold
1.5 Elect Director John G. McDonald ---
For
1.6 Elect Director Hamid R. Moghadam
--- For
1.7 Elect Director John H. Scully ---
For
1.8 Elect Director Stephen C. Tobias
--- For
1.9 Elect Director Carl B. Webb --- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Endorse CERES Principles Against Against ShrHoldr
We will continue to evaluate the company's
reporting on these issues to assess whether
adoption of the CERES Principles may benefit
the company in the future; however, in light of
the company's existing environmental
principles, its participation in the SFI, and
other environmental initiatives and
partnerships, we do not believe that
endorsement of the CERES Principles is
necessary at this time
05/14/04 - A PMC-Sierra, Inc. *PMCS* 69344F106 03/15/04 6,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert Bailey --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider James Diller.
We recommend that shareholders WITHHOLD votes
from James Diller for standing as an affiliated
outsider on the Compensation and Nominating
committees.
1.2 Elect Director Alexandre Balkanski
--- For
1.3 Elect Director Richard Belluzzo ---
For
1.4 Elect Director James Diller ---
Withhold
1.5 Elect Director Jonathan Judge ---
For
1.6 Elect Director William Kurtz --- For
1.7 Elect Director Frank Marshall ---
For
1.8 Elect Director Lewis Wilks --- For
2 Ratify Auditors For For Mgmt
04/27/04 - A PNC Financial Services Group, 693475105 02/27/04 11,300
Inc. *PNC*
1 Elect Directors For Split Mgmt
1.1 Elect Director Paul Chellgren ---
For
We recommend a vote FOR the directors with the
exception of Richard B. Kelson. We recommend
that shareholders WITHHOLD votes from Richard
B. Kelson for standing as an affiliated
outsider on the Audit Committee.
1.2 Elect Director Robert Clay --- For
1.3 Elect Director J. Gary Cooper ---
For
1.4 Elect Director George Davidson, Jr.
--- For
1.5 Elect Director Richard Kelson ---
Withhold
1.6 Elect Director Bruce Lindsay --- For
1.7 Elect Director Anthony Massaro ---
For
1.8 Elect Director Thomas O'Brien ---
For
1.9 Elect Director Jane Pepper --- For
1.10 Elect Director James Rohr --- For
1.11 Elect Director Lorene Steffes ---
For
1.12 Elect Director Dennis Strigl --- For
1.13 Elect Director Stephen Thieke ---
For
1.14 Elect Director Thomas Usher --- For
1.15 Elect Director Milton Washington
--- For
1.16 Elect Director Helge Wehmeier ---
For
04/15/04 - A PPG Industries, Inc. *PPG* 693506107 02/17/04 6,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/23/04 - A PPL Corp. *PPL* 69351T106 02/27/04 7,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Praxair, Inc. *PX* 74005P104 03/01/04 13,100
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Approve Stockholder Protection For For Mgmt
Rights Agreement
05/18/04 - A Principal Financial Group, 74251V102 03/19/04 13,000
Inc. *PFG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
05/12/04 - A Progress Energy, Inc. *PGN* 743263105 03/05/04 9,991
1 Elect Directors For For Mgmt
2 Prohibit Awards to Executives Against Against ShrHoldr
05/18/04 - A ProLogis *PLD* 743410102 03/17/04 7,400
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
3 Ratify Auditors For For Mgmt
06/08/04 - A Prudential Financial Inc *PRU* 744320102 04/12/04 21,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Cease Charitable Contributions Against Against ShrHoldr
We generally believe that charitable
contributions are beneficial to the company
when they are donated in good faith and in the
absence of gross negligence or self-dealing of
management. These contributions assist in
worthwhile causes and can help generate
goodwill within the community. Prudential
Financial's charitable contributions donate to
causes that management believes are beneficial
to the communities in which the company
operates and in the best interests of the
company. Therefore, lacking evidence to the
contrary, we believe that continuing these
charitable contributions is in the best
interests of the shareholders.
4 Declassify the Board of Directors Against Against ShrHoldr
04/20/04 - A Public Service Enterprise 744573106 02/20/04 9,700
Group Inc. *PEG*
1 Elect Directors For For Mgmt
1.1 Elect Director Albert R. Gamper,
Jr. --- For
1.2 Elect Director Ernest H. Drew ---
For
1.3 Elect Director William V. Hickey
--- For
1.4 Elect Director Richard J. Swift ---
For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Require Two Candidates for Each Against For ShrHoldr
Board Seat
Since approval of this proposal will provide
shareholders with greater choice during the
director election process, we recommend that
shareholders support this initiative
05/04/04 - A Quest Diagnostics, 74834L100 03/08/04 4,200
Incorporated *DGX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/25/04 - A Qwest Communications 749121109 03/26/04 71,418
International Inc. *Q*
1 Elect Directors For For Mgmt
1.1 Elect Director Thomas J. Donohue
--- For
1.2 Elect Director Peter S. Hellman ---
For
1.3 Elect Director Vinod Khosla --- For
1.4 Elect Director K. Dane Brooksher
--- For
2 Declassify the Board of Directors For Against Mgmt
3 Separate Chairman and CEO Positions Against Against ShrHoldr
4 Submit Executive Pension Benefit to Against For ShrHoldr
Vote
We believe that compensation and benefits of
senior executives in a company should align
with the long-term interests of shareholders
and should be carefully examined by a
compensation committee comprised of independent
outsiders. In this case, the Compensation and
Human Resource Committee includes affiliated
directors according to our definition of
director independence. Moreover, we believe
that shareholders should have the opportunity
to vote on extraordinary pension benefits
beyond those offered under employee-wide plans,
such as credit for years of service not
actually worked, preferential benefit formulas,
and accelerated vesting of pension benefits.
Because the company's SERP appears to confer
extraordinary benefits not included in
employee-wide plans, we believe that the SERP
proposal warrants shareholder support.
5 Require Majority of Independent Against For ShrHoldr
Directors on Board
Applying our guidelines on independence to
Qwest, a majority of the current board members
are independent outsiders. The board has agreed
that at least two-thirds of its members must be
independent under NYSE rule pursuant to a
pending settlement agreement. Note, however,
that the Audit and Compensation & Human
Resources committees include affiliated
outsiders according to our definition of
independence. Although we do not agree with all
of the proponent's stringent classifications of
independent directors, we believe this proposal
sends an important message to management to
increase independence on the board, which is in
shareholders' best interests.
05/20/04 - A Radioshack Corp. *RSH* 750438103 03/23/04 6,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank J. Belatti ---
For
We recommend a vote FOR the directors with the
exception of independent outsider Lawrence V.
Jackson. We recommend that shareholders
WITHHOLD votes from Lawrence V. Jackson for
poor attendance.
1.2 Elect Director Ronald E. Elmquist
--- For
1.3 Elect Director Robert S. Falcone
--- For
1.4 Elect Director Daniel R. Feehan ---
For
1.5 Elect Director Richard J. Hernandez
--- For
1.6 Elect Director Lawrence V. Jackson
--- Withhold
1.7 Elect Director Robert J. Kamerschen
--- For
1.8 Elect Director H. Eugene Lockhart
--- For
1.9 Elect Director Jack L. Messman ---
For
1.10 Elect Director William G. Morton,
Jr. --- For
1.11 Elect Director Thomas G. Plaskett
--- For
1.12 Elect Director Leonard H. Roberts
--- For
1.13 Elect Director Edwina D. Woodbury
--- For
2 Approve Deferred Compensation Plan For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
05/05/04 - A Raytheon Co. *RTN* 755111507 03/08/04 16,800
1 Elect Directors For For Mgmt
1.1 Elect Director John M. Deutch ---
For
1.2 Elect Director Michael C. Ruettgers
--- For
1.3 Elect Director William R. Spivey
--- For
1.4 Elect Director William H. Swanson
--- For
1.5 Elect Director Linda G. Stuntz ---
For
2 Ratify Auditors For For Mgmt
3 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans. The board has
taken an important first step in addressing
shareholder concerns by redeeming an existing
pill. However, the board has not fully complied
with the previously supported shareholder
proposals regarding poison pills. We consider
withholding votes for directors who ignore
shareholder proposals that have been passed two
years in a row by a majority of votes cast.
Further, we apply a one year test where the
proposal was approved with a majority of the
shares outstanding, as was the case in 2003.
With respect to the shareholder proposal
regarding poison pills, we do not consider the
shareholder approval clocks as having been
reset because of the company's half-step
towards implementing the will of shareholders.
We will closely monitor management's response
to this year's vote on this proposal and, if
necessary, will recommend the withholding of
votes for nominated directors at next year's
meeting.
5 Declassify the Board of Directors Against Against ShrHoldr
6 Implement MacBride Principles Against Against ShrHoldr
7 Expense Stock Options Against For ShrHoldr
By not subtracting the cost of options,
companies can report artificially high earnings
that distort true operating performance and
lead to abuses of executive pay. Expensing
would discipline compensation practices and
level the accounting playing field among
different forms of pay, including other types
of equity-based awards, such as indexed options
and restricted stock, which currently must be
charged to earnings. More important, expensing
would provide earnings clarity, which would
help restore investor confidence.
8 Submit Executive Pension Benefit to Against For ShrHoldr
Vote
We believe that shareholders should have the
opportunity to vote on extraordinary pension
benefits beyond those offered under
employee-wide plans, such as credit for years
of service not actually worked, preferential
benefit formulas, and accelerated vesting of
pension benefits. Because the company's SERP
appears to confer extraordinary benefits not
included in employee-wide plans, we believe
that the SERP proposal warrants shareholder
support.
9 Limit Executive Compensation Against Against ShrHoldr
Although each element of the proposal has
aspects that cause us to vote against the
proposal, it is important to re-emphasize that
had we been in favor of any of the elements, we
would nevertheless had to vote against the
whole proposal. Therefore, it is important to
ensure that proposals are sufficiently focused
- as far as possible, proposals should focus on
a specific element rather than attempt to cover
a general list of points.
06/08/04 - A Regions Financial Corp. *RF* 758940100 04/27/04 9,100
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For Split Mgmt
2.1 Elect Director Margaret H. Greene
--- Withhold
We recommend a vote FOR the directors with the
exception of independent outsider Margaret H.
Greene. We recommend that shareholders WITHHOLD
votes from Margaret H. Greene for poor
attendance.
2.2 Elect Director Carl E. Jones, Jr.
--- For
2.3 Elect Director Susan W. Matlock ---
For
2.4 Elect Director John H. Watson ---
For
3 Ratify Auditors For For Mgmt
4 Adjourn Meeting For Against Mgmt
In this case, shareholders already have enough
information to make their vote decisions. Once
their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
5 Require a Majority Vote for the Against Against ShrHoldr
Election of Directors
Given that: (i) the plurality voting threshold
is the currently accepted standard for the
election of directors of publicly traded
companies, (ii) approval of this item could
disrupt board operations and the company's
financial performance in the event some or all
of the director nominees do not receive
majority support and do not get elected, (iii)
requiring a majority vote of the outstanding
shares in effect provides for a supermajority
of votes cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (iv) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not at this point
in time believe the proposed amendment warrants
shareholder support.
05/04/04 - A Robert Half International Inc. 770323103 03/11/04 7,000
*RHI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/03/04 - A Rohm and Haas Co. *ROH* 775371107 03/05/04 9,111
1 Elect Directors For For Mgmt
1.1 Elect Director William J. Avery ---
For
1.2 Elect Director J. Michael
Fitzpatrick --- For
1.3 Elect Director Earl G. Graves, Sr.
--- For
1.4 Elect Director Raj L. Gupta --- For
1.5 Elect Director David W. Haas --- For
1.6 Elect Director Thomas W. Haas ---
For
1.7 Elect Director James A. Henderson
--- For
1.8 Elect Director Richard L. Keyser
--- For
1.9 Elect Director Jorge P. Montoya ---
For
1.10 Elect Director Sandra O. Moose ---
For
1.11 Elect Director Gilbert S. Omenn ---
For
1.12 Elect Director Gary L. Rogers ---
For
1.13 Elect Director Ronaldo H. Schmitz
--- For
1.14 Elect Director Marna C. Whittington
--- For
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Amend Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
04/23/04 - A Rowan Companies, Inc. *RDC* 779382100 03/01/04 4,300
1 Elect Directors For For Mgmt
05/07/04 - A Ryder System, Inc. *R* 783549108 03/12/04 2,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Sabre Holdings Corporation 785905100 03/15/04 5,785
*TSG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
05/05/04 - A SAFECO Corp. *SAFC* 786429100 03/08/04 5,700
1 Elect Directors For For Mgmt
1.1 Elect Director Robert S. Cline ---
For
1.2 Elect Director G. Thompson Hutton
--- For
1.3 Elect Director William W.
Krippaehne, Jr. --- For
1.4 Elect Director Michael S. McGavick
--- For
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
We note that the company has both positive
one-year and three-year total shareholder
return. We further note that the company has
been proactive in its effort to link pay and
performance among its top executives and that
executive compensation is analyzed by an
independent Compensation Committee. We
believe that an independent Compensation
Committee should have the flexibility to
determine the compensation of its senior
executives based on a number of appropriate
factors, rather then relying on an arbitrary
formula. Furthermore, we believe this proposal
is too restrictive, as it would limit equity
awards to time-based restricted shares and set
arbitrary caps on salary, bonus and severance,
regardless of the company's performance. As
such, this item does not warrant shareholder
approval.
05/20/04 - A Safeway Inc. *SWY* 786514208 03/25/04 17,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Steven A. Burd ---
Withhold
A key issue for investors as they sift through
questions raised about performance,
relationships and related party transactions is
whether or not Safeway's board is fulfilling
its fiduciary obligation to shareholders by
providing effective management oversight.
Recent corporate governance reforms are steps
in the right direction, but are they a
sufficient antidote to a legacy of
relationships that extends back almost two
decades? Criticisms of Safeway's
performance are modestly compelling. Safeway's
performance record over the last five years has
been less than favorable. Some critics put the
blame for this performance problem squarely on
the shoulders of Mr. Burd. At the same time,
most of Safeway's peer group has struggled. The
recent earnings report is a mixed bag and
continues to highlight trends that have
impacted Safeway and its competitors over the
last few years. If this "vote no" campaign were
solely a referendum on performance, it would
likely not have gained the traction and
momentum that we have seen in recent weeks.
The related party transactions and
disclosure issues that have been highlighted by
the dissidents are of concern. Mr. Tauscher's
related party transactions are historical and
not monetarily significant, and, hence, we do
not recommend withholding from Mr. Tauscher on
those grounds alone. However, we do point out
that this board needs to be more diligent and
critical in its views on and disclosures of
related party transactions going forward.
A more significant concern is the
continuing KKR influence on the board. With the
company's recent announcement of Mr. Greene and
Mr. Roberts stepping down from the board, the
"KKR connection criticism is slightly
mitigated. The remaining "KKR connection" on
the board centers on Mr. MacDonnell and Mr.
Hazen. Mr. Hazen is not a current nominee. Mr.
MacDonnell is a former KKR partner and
currently retired. As such, we do not recommend
withholding from Mr. MacDonnell. As we
sift through the issues of failed transactions,
undisclosed connections, and a board dominated
by an outside entity, there is one constant '
Mr. Burd. Our recommendation to withhold from
Mr. Burd is not a referendum on Mr. Burd's
continuation as CEO, nor should it be. That is
for the board to judge. Rather, we focus on the
performance of this board and the
accountability of its CEO/chairman. In that
light, one cannot disregard the ties that bind
this board, including Mr. Burd, to KKR.
In its most recent governance reform,
the company announced the election of Mr. Hazen
as lead director. Mr. Hazen's ties to KKR
disqualify him as a strong counterbalance to
Chairman Burd. We acknowledge that the board
has few options for selection of a strong
independent chairman from its existing
directors, but we must note that the board
created this problem by failing to replace the
KKR directors in a timely fashion following the
liquidation of KKR's equity interest. The board
now must find independent candidates to fill
the three seats being vacated. We hope that one
of these new nominees will emerge as a good
choice for chairman. The recently
announced reforms are a partial step towards
resolving the KKR legacy issues. It demands a
complete solution. New names and expertise are
needed on this board, including a new
independent board chairman. We acknowledge that
this board has improved its corporate
governance, but we believe they haven't gone
far enough. We note that a separate proposal on
this ballot provides shareholders a voice on
the issue of an independent chairman.
Nevertheless, the collective history of
relationships between KKR and Safeway cannot be
ignored. Naming a strong independent chairman
is the one reform that would set the company on
the right path.
1.2 Elect Director Robert I. MacDonnell
--- For
1.3 Elect Director William Y. Tauscher
--- For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For Against Mgmt
4 Approve Repricing of Options For For Mgmt
5 Amend Bylaws to Require Independent Against For ShrHoldr
Director as Chairman of the Board
On May 3, 2004, the company announced the
election of Paul Hazen as lead independent
director. The company believes that it has met
our standards on an independent lead director.
However, as discussed more fully in the Elect
Directors section, we believe that Mr. Hazen's
ties to KKR preclude him from acting as a
strong counterbalance to Mr. Burd. We believe
that Safeway's board requires a strong
independent chairman. Since approval of this
proposal will ensure the independence of the
chairman of the board, we support this proposal.
6 Provide for Cumulative Voting Against Against ShrHoldr
7 Report on Genetically Modified Against Against ShrHoldr
Organisms (GMO)
8 Prepare Sustainability Report Against Against ShrHoldr
9 Report on Political Contributions Against Against ShrHoldr
10 Expense Stock Options Against For ShrHoldr
We support the expensing of options. We believe
that options should be expensed along with all
other forms of compensation to better reflect
the company's true earnings and provide
additional discipline against overuse. Because
the company has made a commitment to expense
options, we believe that management intends to
support this proposal at its upcoming annual
meeting.
04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 134,062
1 Elect Directors For For Mgmt
1.1 Elect Director James E. Barnes ---
For
1.2 Elect Director James A. Henderson
--- For
1.3 Elect Director John B. McCoy --- For
1.4 Elect Director S. Donley Ritchey
--- For
1.5 Elect Director Joyce M. Roche ---
For
1.6 Elect Director Patricia P. Upton
--- For
2 Ratify Auditors For For Mgmt
3 Amend Bylaws For Against Mgmt
This proposal would declassify the board.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Change Size of Board of Directors Against Against ShrHoldr
Given that: (1) the company's corporate
governance guidelines address the proponent's
concern regarding the size of the board and (2)
the company has laid out a plan to reduce the
size of the board to 13 directors by 2006, we
do not believe this item warrants shareholder
support.
04/27/04 - A Schering-Plough Corp. *SGP* 806605101 03/05/04 59,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
04/14/04 - A Schlumberger Ltd. *SLB* 806857108 02/25/04 23,700
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 ADOPTION AND APPROVAL OF FINANCIALS For For Mgmt
AND DIVIDENDS
3 APPROVAL OF ADOPTION OF THE 2004 For For Mgmt
STOCK AND DEFERRAL PLAN FOR
NON-EMPLOYEE DIRECTORS
4 APPROVAL OF AUDITORS For For Mgmt
05/05/04 - A Sealed Air Corp. *SEE* 81211K100 03/08/04 3,464
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Sempra Energy *SRE* 816851109 03/09/04 9,287
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Declassify the Board of Directors Against Against ShrHoldr
5 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's rights plan was not
approved by shareholders nor does it embody the
above features that we recommend. We therefore
agree with the proponent that the current pill
should be redeemed and any new pill be put to a
shareholder vote.
6 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
In the case of Sempra Energy, the tax and other
fees is represents only 17.62 percent of the
total fees paid to the auditor for 2003. In
view of the reasonable level of non-audit fees
for 2003 and the Audit Committee procedures for
mitigating potential conflicts of interest, we
do not believe support of this proposal is
warranted at this time.
7 Separate Chairman and CEO Positions Against Against ShrHoldr
06/23/04 - A Siebel Systems, Inc. *SEBL* 826170102 04/29/04 20,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Abstain For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
05/04/04 - A Sigma-Aldrich Corp. *SIAL* 826552101 03/05/04 100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
05/05/04 - A Simon Property Group, Inc. 828806109 03/08/04 7,800
*SPG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Separate Chairman and CEO Positions Against Against ShrHoldr
05/13/04 - A SLM Corp. *SLM* 78442P106 03/15/04 18,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/22/04 - A Snap-on Incorporated *SNA* 833034101 02/23/04 2,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A Southern Company *SO* 842587107 03/29/04 29,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Outside Director Stock in For For Mgmt
Lieu of Cash
04/21/04 - A SouthTrust Corp. *SOTR* 844730101 02/20/04 13,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Approve Omnibus Stock Plan For For Mgmt
05/19/04 - A Southwest Airlines Co. *LUV* 844741108 03/23/04 31,880
1 Elect Directors For Split Mgmt
1.1 Elect Director Herbert D. Kelleher
--- Withhold
We recommend a vote FOR the directors with the
exceptions of C. Webb Crockett, June M. Morris
and Herbert D. Kelleher. We recommend that
shareholders WITHHOLD votes from June M. Morris
for standing as an affiliated outsider on the
Audit, Compensation and Nominating committees
and for failure to establish a majority
independent board, C. Webb Crockett for
standing as affiliated outsider on the
Compensation and Nominating committees and for
failure to establish a majority independent
board, and Herbert D. Kelleher for failure to
establish a majority independent board.
1.2 Elect Director Rollin W. King ---
For
1.3 Elect Director June M. Morris ---
Withhold
1.4 Elect Director C. Webb Crockett ---
Withhold
1.5 Elect Director William P. Hobby ---
For
1.6 Elect Director Travis C. Johnson
--- For
2 Ratify Auditors For For Mgmt
04/20/04 - A Sprint Corp. *FON* 852061100 02/20/04 36,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Gordon M. Bethune
--- For
In light of the persistent and questionable
judgment displayed by the board, we recommend a
WITHHOLD vote from Linda Koch Lorimer as the
only continuing director up for re-election. It
is our stance that if the remaining continuing
directors were up for re-election, we would
recommend a withhold vote from those board
members as well.
1.2 Elect Director E. Linn Draper, Jr.
--- For
1.3 Elect Director Deborah A. Henretta
--- For
1.4 Elect Director Linda Koch Lorimer
--- Withhold
2 Ratify Auditors For For Mgmt
3 Performance- Based/Indexed Options Against For ShrHoldr
We support the general principal of
performance-based compensation, and believes
that there should be strong linkage between
company's performance and compensation at the
senior executive level. We also favor the use
of equity grants whose grant or vesting are
directly tied to the attainment of disclosed
performance criteria and the associated hurdle
rates. Sprint's long-term incentive program
utilizes time-based restricted stock grants and
stock options in 2003. Only the short-term
incentive compensation is tied to a
pre-established performance criteria. As for
stock options, the nature of the stock price
element is the performance feature of the
long-term incentive. Therefore, executives will
receive a benefit only when the stock price
increases. In light of Sprint's non
performance-based equity grants and Mr.
Forsee's 2003 compensation package, we
recommend a vote in favor of this proposal in
this case.
4 Limit Executive Compensation Against Against ShrHoldr
We agree with the spirit of the proposal and
has repeatedly stressed its concern throughout
this analysis of the compensation package of
chief executive officer Gary Forsee. However,
this proposal would arbitrarily set caps on
salary, bonus, and equity awards regardless of
the company's performance.
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Report on Foreign Outsourcing Against Abstain ShrHoldr
05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 6,890
1 Elect Directors For For Mgmt
1.1 Elect Director Michael A. Rocca ---
For
1.2 Elect Director David A. Thompson
--- For
1.3 Elect Director Stefan K.
Widensohler --- For
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Increase Authorized Common Stock For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
While we understand the proponent's concerns
with escalating CEO pay, we believe that the
proposal is unduly restrictive. The
Compensation Committee and Management
Development Committee, which is composed
entirely of independent directors, should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. Furthermore, the features of
this proposal would limit equity awards to time
based restricted shares and set arbitrary caps
on salary, bonus and severance, regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 20,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
Given that the plan has already expired, and
that the board has determined not to renew the
plan, this proposal has become moot. Therefore,
we recommend that shareholders vote against
this item.
7 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans. Ideally, a pill
should include a two- to three-year sunset
provision, a reasonable flip-in (20 percent or
higher), and a chewable feature allowing
shareholders to redeem the pill in the event of
a takeover offer.
8 Limit Executive Compensation Against Against ShrHoldr
Our policy is to recommend voting against
proposals that seek to set absolute levels on
compensation or otherwise dictate the amount or
form of compensation.
9 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
In this case, the company states that the Audit
Committee pre-approves all services by Ernst &
young LLP, the company's independent auditors
in compliance with the rules of Sarbanes-Oxley
Act. Also, the aggregate fees paid for 'tax
services' and 'other services' are less than
the aggregate fees paid for 'audit services'
and 'audit-related services'. Therefore, we
believe this proposal does not warrant
shareholder support.
05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 8,200
Worldwide, Inc. *HOT*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Declassify the Board of Directors For Against Mgmt
04/21/04 - A State Street Corp. (Boston) 857477103 02/27/04 13,500
*STT*
1 Elect Directors For For Mgmt
1.1 Elect Director Kennett Burnes ---
For
1.2 Elect Director David Gruber --- For
1.3 Elect Director Linda Hill --- For
1.4 Elect Director Charles Lamantia ---
For
1.5 Elect Director Robert Weissman ---
For
2 Exempt Board of Directors from Against Against ShrHoldr
Massachusetts General Laws, Chapter
156B, Section 50A(a)
Proposal would declassify the board.
04/20/04 - A Stryker Corp. *SYK* 863667101 02/27/04 8,000
1 Elect Directors For Split Mgmt
1.1 Elect Director John W. Brown --- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Ronda E.
Stryker and Donald M. Engelman, Ph.D. We
recommend that shareholders WITHHOLD votes from
Ronda E. Stryker for standing as an affiliated
outsider on the compensation and nominating
committees and from Donald M. Engelman, Ph.D.
for standing as affiliated outsiders on the
nominating committee.
1.2 Elect Director Howard E. Cox, Jr.
--- For
1.3 Elect Director Donald M. Engelman,
Ph.D. --- Withhold
1.4 Elect Director Jerome H. Grossman,
M.D. --- For
1.5 Elect Director John S. Lillard ---
For
1.6 Elect Director William U. Parfet
--- For
1.7 Elect Director Ronda E. Stryker ---
Withhold
2 Increase Authorized Common Stock For For Mgmt
04/20/04 - A SunTrust Banks, Inc. *STI* 867914103 02/20/04 11,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/26/04 - A SUPERVALU Inc. *SVU* 868536103 04/01/04 5,600
1 Elect Directors For For Mgmt
1.1 Elect Director Charles M. Lillis
--- For
1.2 Elect Director Jeffrey Noodle ---
For
1.3 Elect Director Steven S. Rogers ---
For
1.4 Elect Director Ronald E. Daly ---
For
1.5 Elect Director Marissa Peterson ---
For
2 Ratify Auditors For For Mgmt
3 Require Affirmative Vote of the Against Against ShrHoldr
Majority of the Shares to Elect
Directors
Therefore, given that: (i) the plurality voting
threshold is the currently accepted standard
for the election of directors of publicly
traded companies, (ii) approval of this item
could disrupt board operations and the
company's financial performance in the event
some or all of the director nominees do not
receive majority support and do not get
elected, (iii) requiring a majority vote of the
outstanding shares could in effect provide for
a supermajority of votes cast, which would
adversely affect shareholders' ability to elect
directors in a contested election, and (iv) the
proposed provision may diminish the likelihood
of a successful open access campaign by
providing for an increased vote requirement in
the election of directors, we do not at this
point in time believe the proposed amendment
warrants shareholder support.
04/26/04 - A Symbol Technologies, Inc. 871508107 03/01/04 9,300
*SBL*
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/22/04 - A Synovus Financial Corp. *SNV* 87161C105 02/17/04 12,250
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/08/04 - A T. Rowe Price Group, Inc. 74144T108 02/06/04 5,200
*TROW*
1 Elect Directors For For Mgmt
1.1 Elect Director Edward C. Bernard
--- For
1.2 Elect Director James T. Brady ---
For
1.3 Elect Director D. William J.
Garrett --- For
1.4 Elect Director Donald B. Hebb, Jr.
--- For
1.5 Elect Director James A.C. Kennedy
--- For
1.6 Elect Director James S. Riepe ---
For
1.7 Elect Director George A. Roche ---
For
1.8 Elect Director Brian C. Rogers ---
For
1.9 Elect Director Dr. Alfred Sommer
--- For
1.10 Elect Director Dwight S. Taylor ---
For
1.11 Elect Director Anne Marie
Whittemore --- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
While we recognize T. Rowe Price's compensation
methodology for retaining employees, we
primarily evaluate stock-based incentive
proposals by analyzing the economic costs and
the dilutive impact on shareholders. Since T.
Rowe Price uses a higher level of equity in its
compensation to employees to offset the lower
cash compensation and other forms of long-term
incentives, there are higher levels of economic
costs and dilution associated with it.
Therefore, the cost for the 2004 Stock
Incentive Plan is 13.30 percent and has
exceeded the allowable cap of 6.20 percent.
4 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/19/04 - A Target Corporation *TGT* 87612E106 03/22/04 36,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
04/28/04 - A TECO Energy, Inc. *TE* 872375100 02/18/04 383
1 Elect Directors For For Mgmt
1.1 Elect Director Tom L. Rankin --- For
1.2 Elect Director William D. Rockford
--- For
1.3 Elect Director J. Thomas Touchton
--- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
5 Expense Stock Options Against For ShrHoldr
Given that (1) many companies use stock options
as a significant component of overall
compensation, (2) the exercise of options
result in a transfer of shareholder value, and
(3) the contingent cost of options reduces
earnings, we believe that options should be
expensed along with all other forms of
compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
04/22/04 - A Tellabs, Inc. *TLAB* 879664100 02/23/04 16,900
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/07/04 - A Temple-Inland Inc. *TIN* 879868107 03/10/04 2,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/06/04 - A Tenet Healthcare Corp. *THC* 88033G100 03/11/04 18,750
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/27/04 - A Teradyne, Inc. *TER* 880770102 04/05/04 7,800
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 70,100
1 Elect Directors For For Mgmt
1.1 Elect Director James R. Adams ---
For
1.2 Elect Director David L. Boren ---
For
1.3 Elect Director Daniel A. Carp ---
For
1.4 Elect Director Thomas J. Engibous
--- For
1.5 Elect Director Gerald W.
Fronterhouse --- For
1.6 Elect Director David R. Goode ---
For
1.7 Elect Director Wayne R. Sanders ---
For
1.8 Elect Director Ruth J. Simmons ---
For
1.9 Elect Director Richard K. Templeton
--- For
1.10 Elect Director Christine Todd
Whitman --- For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
04/28/04 - A Textron Inc. *TXT* 883203101 03/05/04 5,600
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Stock-for-Salary/Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Report on Foreign Weapons Sales Against Against ShrHoldr
6 Report on Political Against Against ShrHoldr
Contributions/Activities
7 Cease Charitable Contributions Against Against ShrHoldr
04/28/04 - A The AES Corp. *AES* 00130H105 03/03/04 25,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/04 - A The Allstate Corp. *ALL* 020002101 03/19/04 28,496
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
5 Provide for Cumulative Voting Against Against ShrHoldr
04/13/04 - A The Bank Of New York Co., Inc. 064057102 02/23/04 31,300
*BK*
1 Elect Directors For For Mgmt
1.1 Elect Director Frank J. Biondi, Jr.
--- For
1.2 Elect Director Nicholas M. Donofrio
--- For
1.3 Elect Director Alan R. Griffith ---
For
1.4 Elect Director Gerald L. Hassell
--- For
1.5 Elect Director Richard J. Kogan ---
For
1.6 Elect Director Michael J. Kowalski
--- For
1.7 Elect Director John A. Luke, Jr.
--- For
1.8 Elect Director John C. Malone ---
For
1.9 Elect Director Paul Myners, CBE ---
For
1.10 Elect Director Robert C. Pozen ---
For
1.11 Elect Director Catherine A. Rein
--- For
1.12 Elect Director Thomas A. Renyi ---
For
1.13 Elect Director William C.
Richardson --- For
1.14 Elect Director Brian L. Roberts ---
For
1.15 Elect Director Samuel C. Scott III
--- For
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Report on Political Contributions Against Against ShrHoldr
In light of the potential costs associated with
the requested report, we recommend that
shareholders oppose this request.
5 Limit Executive Compensation Against Against ShrHoldr
6 Limit Composition of Committee to Against Against ShrHoldr
Independent Directors
7 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans.
04/27/04 - A The Black & Decker Corp. *BDK* 091797100 02/17/04 3,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Restricted Stock Plan For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
05/03/04 - A The Boeing Co. *BA* 097023105 03/05/04 34,028
1 Elect Directors For Split Mgmt
1.1 Elect Director John H. Biggs ---
Withhold
We recommend a vote FOR the directors with the
exceptions of Rozanne L. Ridgway, John E.
Bryson, and John H. Biggs. We recommend that
shareholders WITHHOLD votes from Rozanne L.
Ridgway, John E. Bryson, and John H. Biggs for
failure to implement the board declassification
and removal of the supermajority vote provision
proposals.
1.2 Elect Director John E. Bryson ---
Withhold
1.3 Elect Director Linda Z. Cook --- For
1.4 Elect Director Rozanne L. Ridgway
--- Withhold
2 Reduce Supermajority Vote For For Mgmt
Requirement
3 Ratify Auditors For For Mgmt
4 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
5 Adopt Amended Workplace Code of Against Abstain ShrHoldr
Conduct
6 Declassify the Board of Directors Against Against ShrHoldr
7 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
As a matter of policy, we recommend that
shareholders vote for all proposals that
eliminate supermajority vote requirements, as
they serve as entrenchment devices for
management and therefore are not in the
shareholders' best interest.
8 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
9 Adopt a Policy that will Commit Against For ShrHoldr
Executive & Directors to Hold at
least 75% of their Shares
In this case, although the company has stock
ownership guidelines that range from one to six
times base salary (four to six times base
salary for named executive officers), in the
absence of any long-term ownership requirement
or meaningful retention ratio policy, we
recommend a vote FOR this proposal.
10 Provide Employees Choice of Pension Against Against ShrHoldr
Plans at Retirement or Termination
05/17/04 - A The Charles Schwab Corp. *SCH* 808513105 03/18/04 54,925
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
04/27/04 - A The Chubb Corp. *CB* 171232101 03/08/04 7,700
1 Elect Directors For For Mgmt
1.1 Elect Director Zoe Baird --- For
1.2 Elect Director Sheila P. Burke ---
For
1.3 Elect Director James I. Cash, Jr.
--- For
1.4 Elect Director Joel J. Cohen --- For
1.5 Elect Director James M. Cornelius
--- For
1.6 Elect Director John D. Finnegan ---
For
1.7 Elect Director David H. Hoag --- For
1.8 Elect Director Klaus J. Mangold ---
For
1.9 Elect Director Sir David G.
Scholey, CBE --- For
1.10 Elect Director Raymond G. H. Seitz
--- For
1.11 Elect Director Lawrence M. Small
--- For
1.12 Elect Director Daniel E. Somers ---
For
1.13 Elect Director Karen Hastie
Williams --- For
1.14 Elect Director James M. Zimmerman
--- For
1.15 Elect Director Alfred W. Zollar ---
For
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
4 Ratify Auditors For For Mgmt
5 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on
political contributions, we take into account
the scope and nature of the request, the
company's adherence to laws and regulations
governing political contributions, and company
policies and additional disclosure on such
contributions. In the case of Chubb, we note
that the company follows all state and local
laws regarding contributions to political
candidates or organizations. Furthermore, the
extensive scope of the reports requested in
this proposal may not be substantially
different from information currently available
and could prove costly or difficult to gather
and publish in a formal report. As such, it
does not appear that preparing and publicizing
such reports in the manner requested by the
proponent would be the most effective use of
shareholder funds.
04/21/04 - A The Coca-Cola Company *KO* 191216100 02/23/04 99,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Herbert A. Allen ---
For
We recommend a vote FOR the directors with the
exception of Warren E. Buffett. We recommend
that shareholders WITHHOLD votes from Warren E.
Buffett for standing as an affiliated outsider
on the Audit Committee.
1.2 Elect Director Ronald W. Allen ---
For
1.3 Elect Director Cathleen P. Black
--- For
1.4 Elect Director Warren E. Buffett
--- Withhold
1.5 Elect Director Douglas N. Daft ---
For
1.6 Elect Director Barry Diller --- For
1.7 Elect Director Donald R. Keough ---
For
1.8 Elect Director Susan Bennett King
--- For
1.9 Elect Director Maria Elena
Lagomasino --- For
1.10 Elect Director Donald F. Mchenry
--- For
1.11 Elect Director Robert L. Nardelli
--- For
1.12 Elect Director Sam Nunn --- For
1.13 Elect Director J. Pedro Reinhard
--- For
1.14 Elect Director James D. Robinson
III --- For
1.15 Elect Director Peter V. Ueberroth
--- For
1.16 Elect Director James B. Williams
--- For
2 Ratify Auditors For For Mgmt
3 Report on Operational Impact of For For ShrHoldr
HIV/AIDS Pandemic
4 Report on Stock Option Distribution Against Abstain ShrHoldr
by Race and Gender
5 Prohibit Awards to Executives Against Against ShrHoldr
6 Submit Executive Compensation to Against For ShrHoldr
Vote
We are concerned with the disparate treatment
given to senior executives. Therefore, we
recommend voting FOR the proposal.
7 Submit Executive Compensation to Against Against ShrHoldr
Vote
8 Implement China Principles Against Against ShrHoldr
9 Separate Chairman and CEO Positions Against Against ShrHoldr
05/13/04 - A The Dow Chemical Company *DOW* 260543103 03/15/04 37,277
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For Against Mgmt
4 Report on Social Initiatives in Against Abstain ShrHoldr
Bhopal
05/12/04 - A The Gap, Inc. *GPS* 364760108 03/15/04 36,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Limit Executive Compensation Against Against ShrHoldr
05/20/04 - A The Gillette Co. *G* 375766102 03/22/04 40,900
1 Elect Directors For For Mgmt
1.1 Elect Director Edward F. DeGraan
--- For
1.2 Elect Director Wilbur H. Gantz ---
For
1.3 Elect Director James M. Kilts ---
For
1.4 Elect Director Jorge Paulo Lemann
--- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Declassify the Board of Directors Against Against ShrHoldr
5 Prohibit Auditor from Providing Against For ShrHoldr
Non-Audit Services
Since approval of this proposal will enhance
company's transparency to shareholders and
ensure auditor independence, we support this
proposal.
6 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options (some 350) have had
flexibility in their selection of a specific
valuation methodology. Opponents of option
expensing argue that options are difficult to
value and expensing options could add
complexity and decrease transparency in
financial reporting. However, given the fact
that stock options have become an integral
component of compensation, their value cannot
be ignored and treated as "no-cost"
compensation. Given that (1) many companies use
stock options as a significant component of
overall compensation, (2) the exercise of
options result in a transfer of shareholder
value, and (3) the contingent cost of options
reduces earnings, we believe that options
should be expensed along with all other forms
of compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
05/20/04 - A The Hartford Financial 416515104 03/22/04 11,400
Services Group, Inc. *HIG*
1 Elect Directors For For Mgmt
1.1 Elect Director Ramani Ayer --- For
1.2 Elect Director Ronald E. Ferguson
--- For
1.3 Elect Director Edward J. Kelly, III
--- For
1.4 Elect Director Paul G. Kirk, Jr.
--- For
1.5 Elect Director Thomas M. Marra ---
For
1.6 Elect Director Gail J. McGovern ---
For
1.7 Elect Director Robert W. Selander
--- For
1.8 Elect Director Charles B. Strauss
--- For
1.9 Elect Director H. Patrick Swygert
--- For
1.10 Elect Director Gordon I. Ulmer ---
For
1.11 Elect Director David K. Zwiener ---
For
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
While we understand the proponents' concerns
with escalating CEO pay, we believe that the
proposal is unduly restrictive. The
compensation committee, which is composed
entirely of independent directors, should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. Furthermore, the features of
this proposal would limit equity awards to time
based restricted shares and set arbitrary caps
on salary, bonus and severance, regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
05/18/04 - A The Interpublic Group of 460690100 03/26/04 16,700
Companies, Inc. *IPG*
1 Elect Directors For Split Mgmt
1.1 Elect Director David A. Bell --- For
We recommend a vote FOR the directors with the
exception of independent outsider J. Phillip
Samper. We recommend that shareholders WITHHOLD
votes from J. Phillip Samper for poor
attendance.
1.2 Elect Director Frank J. Borell ---
For
1.3 Elect Director Reginald K. Brack
--- For
1.4 Elect Director Jill M. Considine
--- For
1.5 Elect Director Christopher J.
Coughlin --- For
1.6 Elect Director John J. Donner, Jr.
--- For
1.7 Elect Director Richard A. Goldstein
--- For
1.8 Elect Director H. John Greenlaus
--- For
1.9 Elect Director Michael I. Roth ---
For
1.10 Elect Director J. Phillip Samper
--- Withhold
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
4 Ratify Auditors For For Mgmt
5 MacBride Principles Against Against ShrHoldr
06/24/04 - A The Kroger Co. *KR* 501044101 04/26/04 30,100
1 Elect Directors For For Mgmt
1.1 Elect Director John L. Clendenin
--- For
1.2 Elect Director David B. Dillon ---
For
1.3 Elect Director David B. Lewis ---
For
1.4 Elect Director Don W. McGeorge ---
For
1.5 Elect Director W. Rodney McMullen
--- For
1.6 Elect Director Susan M. Phillips
--- For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
4 Separate Chairman and CEO Positions Against Against ShrHoldr
5 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder
Vote
We generally support the submission of
parachute provisions for shareholder
ratification as long as there is no requirement
for prior shareholder approval which would
limit a board's negotiating flexibility.
Furthermore, we believe that a company's
severance provisions should be reasonable and
not excessive. To be effective without creating
distorted incentives with respect to
management, severance arrangements must be
considerably less attractive than continued
employment with the company. However, in this
case, the proposal does not call for the option
of seeking approval after the material terms of
the agreement are agreed upon. Because it is
not practical to obtain prior shareholder
approval for these agreements, we believe that
the proposal as mandated by the proponent is
too restrictive. As such, we do not believe
this proposal warrants shareholder support at
this time.
05/21/04 - A The May Department Stores Co. 577778103 04/02/04 11,600
*MAY*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Declassify the Board of Directors Against Against ShrHoldr
04/28/04 - A The McGraw-Hill Companies, 580645109 03/09/04 7,800
Inc. *MHP*
1 Elect Directors For For Mgmt
1.1 Elect Director Pedro Aspe --- For
1.2 Elect Director Robert P. McGraw ---
For
1.3 Elect Director Hilda
Ochoa-Brillembourg --- For
1.4 Elect Director Edward B. Rust, Jr.
--- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's rights plan was not
approved by shareholders nor does it embody the
above features that we recommend. We therefore
agree with the proponent that the current pill
should be redeemed and any new pill be put to a
shareholder vote.
04/13/04 - A The New York Times Co. *NYT* 650111107 02/17/04 6,100
1 Elect Directors For For Mgmt
2 Approve A Non-Employee Director For Against Mgmt
Stock Incentive Plan
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 11.85 percent is above the allowable cap for
this company of 8.16 percent.
3 Ratify Auditors For For Mgmt
05/26/04 - A The Pepsi Bottling Group, Inc. 713409100 03/29/04 10,600
*PBG*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 11.40 percent is above the allowable cap for
this company of 9.11 percent.
3 Ratify Auditors For For Mgmt
04/16/04 - A The Progressive Corp. *PGR* 743315103 02/18/04 8,700
1 Elect Directors For For Mgmt
2 Amend Articles to Issue Shares For For Mgmt
without Issuing Physical
Certificates
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
04/28/04 - A The Sherwin-Williams Co. *SHW* 824348106 02/23/04 6,000
1 Elect Directors For Split Mgmt
1.1 Elect Director James C. Boland ---
For
We recommend a vote FOR the directors with the
exception of independent outsiders Curtis E.
Moll and Susan J. Kropf. We recommend that
shareholders WITHHOLD votes from Curtis E. Moll
and Susan J. Kropf for poor attendance.
1.2 Elect Director John G. Breen --- For
1.3 Elect Director Duane E. Collins ---
For
1.4 Elect Director Christopher M.
Connor --- For
1.5 Elect Director Daniel E. Evans ---
For
1.6 Elect Director Susan J. Kropf ---
Withhold
1.7 Elect Director Robert W. Mahoney
--- For
1.8 Elect Director Gary E. McCullough
--- For
1.9 Elect Director A. Malachi Mixon,
III --- For
1.10 Elect Director Curtis E. Moll ---
Withhold
1.11 Elect Director Joseph M. Scaminace
--- For
1.12 Elect Director Richard K. Smucker
--- For
2 Amend Bylaws For Against Mgmt
Since the proposed amendment to regulations is
a bundled proposal and we oppose the one
regarding written consent, we recommend against
this item.
3 Amend Bylaws For For Mgmt
4 Amend Nomination Procedures for the For For Mgmt
Board
5 Ratify Auditors For For Mgmt
06/01/04 - A The TJX Companies, Inc. *TJX* 872540109 04/12/04 20,300
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Implement ILO Based Code of Conduct Against Abstain ShrHoldr
4 Report on Vendor Standards Against Abstain ShrHoldr
5 Declassify the Board of Directors Against Against ShrHoldr
05/18/04 - A Thermo Electron Corp. *TMO* 883556102 03/26/04 6,700
1 Elect Directors For For Mgmt
1.1 Elect Director Marijn E. Dekkers
--- For
1.2 Elect Director Robert A. McCabe ---
For
1.3 Elect Director Robert W. O'Leary
--- For
2 Ratify Auditors For For Mgmt
3 Limit Awards to Executives Against Against ShrHoldr
The company currently uses restricted stock as
part of its long-term incentive compensation
for executives. However, the company's proxy
materials do not specify the performance or
vesting requirements of such awards. Although
we generally support restricted stock grants as
part of overall executive compensation, we do
not believe that companies should be limited or
constrained in their selection of award
types. Although one may argue that the
level of equity compensation at the company is
not proportional to its performance, we do not
believe that this proposal represents the
solution to potential or perceived
pay-for-performance disconnects. In addition,
the proposal is too restrictive as it requires:
(1) the absolute substitution of restricted for
stock options and (2) a 100 percent retention
ratio.
05/05/04 - A Thomas & Betts Corp. *TNB* 884315102 03/15/04 2,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus For For Mgmt
Plan
4 Approve Omnibus Stock Plan For For Mgmt
5 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 6,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/21/04 - A Time Warner Inc *TWX* 887317105 03/23/04 183,150
1 Elect Directors For For Mgmt
1.1 Elect Director James L. Barksdale
--- For
1.2 Elect Director Stephen F.
Bollenbach --- For
1.3 Elect Director Stephen M. Case ---
For
1.4 Elect Director Frank J. Caufield
--- For
1.5 Elect Director Robert C. Clark ---
For
1.6 Elect Director Miles R. Gilburne
--- For
1.7 Elect Director Carla A. Hills ---
For
1.8 Elect Director Reuben Mark --- For
1.9 Elect Director Michael A. Miles ---
For
1.10 Elect Director Kenneth J. Novack
--- For
1.11 Elect Director Richard D. Parsons
--- For
1.12 Elect Director R. E. Turner --- For
1.13 Elect Director Francis T. Vincent,
Jr. --- For
2 Ratify Auditors For For Mgmt
3 Adopt China Principles Against Against ShrHoldr
4 Report on Pay Disparity Against Abstain ShrHoldr
Due to escalating executive pay and the fact
that the report requested will shed some light
on company's pay practices and policies, we
believe that this proposal warrants shareholder
approval.
04/29/04 - A Torchmark Corp. *TMK* 891027104 03/05/04 4,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
4 Divest Investments in Tobacco Against Against ShrHoldr
Companies
06/02/04 - A Toys 'R' Us, Inc. *TOY* 892335100 04/09/04 8,600
1 Elect Directors For For Mgmt
1.1 Elect Director RoAnn Costin --- For
1.2 Elect Director John H. Eyler, Jr.
--- For
1.3 Elect Director Roger N. Farah ---
For
1.4 Elect Director Peter A. Georgescu
--- For
1.5 Elect Director Cinda A. Hallman ---
For
1.6 Elect Director Calvin Hill --- For
1.7 Elect Director Nancy Karch --- For
1.8 Elect Director Norman S. Matthews
--- For
1.9 Elect Director Arthur B. Newman ---
For
1.10 Elect Director Frank R. Noonan ---
For
2 Require a Majority Vote for the Against Against ShrHoldr
Election of Directors
Given that: (i) the plurality voting threshold
is the currently accepted standard for the
election of directors of publicly-traded
companies, (ii) approval of this item could
disrupt board operations and the company's
financial performance in the event some or all
of the director nominees do not receive
majority support and do not get elected, (iii)
requiring a majority vote of the outstanding
shares could in effect provide for a
supermajority of votes cast, which would
adversely affect shareholders' ability to elect
directors in a contested election, and (iv) the
proposed provision may diminish the likelihood
of a successful open access campaign by
providing for an increased vote requirement in
the election of directors, we do not at this
point in time believe the proposed amendment
warrants shareholder support.
05/12/04 - A Tribune Co. *TRB* 896047107 03/17/04 13,300
1 Elect Directors For For Mgmt
1.1 Elect Director Jeffrey Chandler ---
For
1.2 Elect Director William A. Osborn
--- For
1.3 Elect Director Kathryn C. Turner
--- For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For Against Mgmt
We commend the company for expressly forbidding
the repricing of stock options under the plan.
However, the total cost of the company's plans
of 12.74 percent is above the allowable cap for
this company of 6.63 percent.
05/12/04 - A Tupperware Corp. *TUP* 899896104 03/15/04 776
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/21/04 - A TXU Corp. *TXU* 873168108 03/22/04 13,170
1 Elect Directors For For Mgmt
1.1 Elect Director Derek C. Bonham ---
For
1.2 Elect Director E. Gail de Planque
--- For
1.3 Elect Director William M. Griffin
--- For
1.4 Elect Director Kerney Laday --- For
1.5 Elect Director Jack E. Little ---
For
1.6 Elect Director Erle Nye --- For
1.7 Elect Director J.E. Oesterreicher
--- For
1.8 Elect Director Michael W. Ranger
--- For
1.9 Elect Director Herbert H.
Richardson --- For
1.10 Elect Director C. John Wilder ---
For
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
We believe that the company has established a
suitable performance-based compensation program
which rewards executives on the basis of total
shareholder returns relative to a peer group
index. We also note that the Organization and
Compensation Committee did not pay any annual
incentive awards to four of the five top
executive officers based on 2003 performance.
The amount reported as bonus for Eric H.
Peterson, Executive Vice President and General
Counsel, represents a special bonus awarded in
February 2003 in recognition of his
contributions to the company in his area of
responsibility. In view of these factors, as
well as the proposal's restrictive requirement
that all options and restricted shares be held
until 90 days after an officers termination, we
believe this proposal is unnecessary.
04/20/04 - A U.S. Bancorp *USB* 902973304 02/26/04 78,121
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Victoria Buyniski
Gluckman --- Withhold
We recommend withholding votes from all
nominees. We recommend that shareholders
WITHHOLD votes from independent outsider
Richard G. Reiten for poor attendance and for
failure to implement the "declassification of
the board" shareholder proposal. We also
recommend that shareholders WITHHOLD votes from
independent outsiders Thomas E. Petry, Jerry W.
Levin, Arthur D. Collins, Jr., and Victoria
Buyniski Gluckman for failure to implement the
"declassification of the board" shareholder
proposal.
1.2 Elect Director Arthur D. Collins,
Jr. --- Withhold
1.3 Elect Director Jerry W. Levin ---
Withhold
1.4 Elect Director Thomas E. Petry ---
Withhold
1.5 Elect Director Richard G. Reiten
--- Withhold
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
We do like some of the elements of the
proposal, such as granting restricted stock
based on achievement of performance criteria
and vesting requirement of at least three
years. By establishing minimum vesting
provisions, shareholders are assured that
executives who received stock grants are
retained in the company and are committed to
maximize stock returns over the long-term.
However, due to the fact that the proponent
asks for a complete substitution of options
with restricted stock, we believe this proposal
is unduly restrictive. Furthermore,
setting maximum severance payment for senior
executives to one year's salary and bonus, is
lower than the generally accepted standards. We
believe that a reasonable maximum severance
payment to a senior executive is three times
the annual salary and bonus. While we
do like the proposals pertaining to restricted
stock and enhanced disclosure, the structure of
the executive compensation, as evidenced by the
reasonable CEO pay, performance-based bonuses,
and reasonable severance multiples, does not
warrant the proposed changes in executive
compensation.
4 Submit Executive Compensation to Against For ShrHoldr
Vote
Due to poor disclosure, it is difficult to
assess other post-employment benefits provided
for the company's executives and comparable
SERP packages at peer companies. Although most
terms of the SERP seem reasonable, we found the
CEO's preferential final average salary formula
to alter the size of the CEO's retirement
package.Tthe potential increase in the SERP
payout due to existing and future restricted
stock grants raises a questionable incentive.
Given the potential size of the benefits in
question, we think that a shareholder vote on
the SERP is warranted as a part of a "checks
and balances" system to ensure reasonable SERP
terms for future agreements.
5 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
Supermajority vote requirements generally serve
to lock in provisions that are harmful to
shareholders. Requiring approval of more than a
simple majority of the voting shares may
entrench management by preventing actions that
may benefit shareholders,such as precluding
proxy contests and potential takeover bids. As
a result, we believe that this proposal
warrants shareholder support.
04/16/04 - A Union Pacific Corp. *UNP* 907818108 02/06/04 10,300
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
5 Report on Political Against Against ShrHoldr
Contributions/Activities
06/08/04 - A Union Planters Corp. 908068109 04/21/04 7,700
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For For Mgmt
2.1 Elect Director Albert M. Austin ---
For
2.2 Elect Director George W. Bryan ---
For
2.3 Elect Director Robert R. Waller,
M.D. --- For
2.4 Elect Director Spence L. Wilson ---
For
3 Ratify Auditors For For Mgmt
4 Adjourn Meeting For Against Mgmt
In this case, shareholders already have enough
information to make their vote decisions. Once
their votes have been cast, there is no
justification for spending more money to
continue pressing shareholders for more votes.
5 Limit Executive Compensation Against Against ShrHoldr
Our policy is to recommend voting against
proposals that seek to set absolute levels on
compensation or otherwise dictate the amount or
form of compensation.
04/22/04 - A Unisys Corp. *UIS* 909214108 02/27/04 13,300
1 Elect Directors For For Mgmt
05/06/04 - A United Parcel Service, Inc. 911312106 03/08/04 45,500
*UPS*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/14/04 - A United Technologies Corp. 913017109 02/17/04 19,000
*UTX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Disclosure of Executive Compensation Against Against ShrHoldr
4 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
5 Performance-Based/Indexed Options Against For ShrHoldr
6 Separate Chairman and CEO Positions Against Against ShrHoldr
05/12/04 - A UnitedHealth Group 91324P102 03/15/04 25,300
Incorporated *UNH*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
We support the general principle motivating
this non-binding proposal. In the wake of
financial reporting problems and excessive
executive compensation at companies like Enron
Corp., Worldcom Inc., and Tyco International
Ltd., we agree with the growing investor
consensus that companies should expense the
costs associated with stock options in order to
increase the accuracy of their financial
statements. Although companies can choose to
expense options, the Financial Accounting
Standards Board (FASB) does not require it.
Since the expensing of options lowers earnings,
most companies have elected not to do so.
Instead, most companies have opted to disclose
option values only in the footnotes to their
annual reports. In the absence of an accepted
methodology with which to value the contingent
cost of stock options, companies that have
voluntarily expensed stock options (some 350)
have had flexibility in their selection of a
specific valuation methodology. Opponents of
option expensing argue that options are
difficult to value and expensing options could
add complexity and decrease transparency in
financial reporting. However, given the fact
that stock options have become an integral
component of compensation, their value cannot
be ignored and treated as "no-cost"
compensation. Given that (1) many companies use
stock options as a significant component of
overall compensation, (2) the exercise of
options result in a transfer of shareholder
value, and (3) the contingent cost of options
reduces earnings, we believe that options
should be expensed along with all other forms
of compensation to better reflect the company's
true earnings and provide additional discipline
against overuse.
4 Limit Awards to Executives Against Against ShrHoldr
We believe that an independent compensation
committee needs to have flexibility in
constructing compensation packages for its top
managers in order to remain competitive in the
marketplace. This proposal is too restrictive,
and does not warrant shareholder approval.
05/12/04 - A Univision Communications Inc. 914906102 03/15/04 13,000
*UVN*
1 Elect Directors For Split Mgmt
1.1 Elect Director A. Jerrold Perenchio
--- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider John G.
Perenchio, and insiders McHenry T. Tichenor,
Jr., Ray Rodriguez, and A. Jerrold Perenchio.
We recommend that shareholders WITHHOLD votes
from McHenry T. Tichenor, Jr., Ray Rodriguez,
John G. Perenchio, and A. Jerrold Perenchio for
failure to establish a majority independent
board and an independent nominating committee.
1.2 Elect Director Fernando Aguirre ---
For
1.3 Elect Director Harold Gaba --- For
1.4 Elect Director Alan F. Horn --- For
1.5 Elect Director John G. Perenchio
--- Withhold
1.6 Elect Director Ray Rodriguez ---
Withhold
1.7 Elect Director McHenry T. Tichenor,
Jr. --- Withhold
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/13/04 - A UnumProvident Corporation 91529Y106 03/26/04 12,058
*UNM*
1 Elect Directors For For Mgmt
1.1 Elect Director Ronald E. Goldsberry
--- For
1.2 Elect Director Hugh O. Maclellan,
Jr. --- For
1.3 Elect Director C. William Pollard
--- For
1.4 Elect Director John W. Rowe --- For
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Require Affirmative Vote of the Against Against ShrHoldr
Majority of the Shares to Elect
Directors
Given that: (i) the plurality voting threshold
is the currently accepted standard for the
election of directors of publicly traded
companies, (ii) approval of this item could
disrupt board operations and the company's
financial performance in the event some or all
of the director nominees do not receive
majority support and do not get elected, (iii)
requiring a majority vote of the outstanding
shares in effect provides for a supermajority
of votes cast, which would adversely affect
shareholders' ability to elect directors in a
contested election, and (iv) the proposed
provision may diminish the likelihood of a
successful open access campaign by providing
for an increased vote requirement in the
election of directors, we do not at this point
in time believe the proposed amendment warrants
shareholder support.
6 Establish Other Board Committee Against For ShrHoldr
We agree with the proponent on the importance
of establishing clear mechanisms for
communication between shareholders and
independent directors. While the company
complies with existing SEC and NYSE rules on
this matter, it appears that the corporate
secretary, who is an employee of the company,
plays an important role in conveying such
communication either internally or to the
board. The proposed Office of the Board would
ensure a direct communication with the
independent directors of the board, without
involving the corporate secretary. Also, the
company has a classified board, which insulates
directors from shareholder communications
because shareholders are not able to register
aggregate support or dissatisfaction with all
directors on an annual basis. We recommend in
favor of the proposal.
05/04/04 - A UST Inc. *UST* 902911106 03/05/04 6,800
1 Elect Directors For For Mgmt
1.1 Elect Director John P. Clancey ---
For
1.2 Elect Director Vincent A. Gierer,
Jr. --- For
1.3 Elect Director Joseph E. Heid ---
For
2 Ratify Auditors For For Mgmt
3 Submit Shareholder Rights Plan None For ShrHoldr
(Poison Pill) to Shareholder Vote
Given that the company currently does not
maintain a poison pill, approval of this item
enhances shareholders' rights by establishing a
process to submit poison pills to a shareholder
vote. As such we believe this item warrants
shareholder support.
4 Reduce Nitrosamines in Oral Snuff Against Against ShrHoldr
In light of the company's reductions in TSNA
levels to date and programs establish to
continue to reduce TSNA levels, we see no
reason to support this proposal at this time.
04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 111,770
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Against Against ShrHoldr
Voting
4 Require Majority of Independent Against Against ShrHoldr
Directors on Board
Because the company already satisfies our
guidelines on independence and has already
established a formal independence policy that
goes above and beyond our requirements, we
believe that this proposal does not warrant
shareholder support.
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance
of power between shareholders and management,
shareholders should be allowed to make their
own evaluation of such plans.
7 Submit Executive Compensation to Against For ShrHoldr
Vote
Because the SERP may confer extraordinary
benefits not included in employee-wide plans,
we believe that the proposal warrants
shareholder support.
8 Prohibit Awards to Executives Against Against ShrHoldr
We cannot support the outright prohibition on
tracking stock equity awards called for in this
proposal. Should the company in the future
decide to issue a tracking stock and concurrent
awards, we would apply our analytical criteria
at that point to decide whether such awards
deserve shareholder support.
9 Report on Stock Option Distribution Against Abstain ShrHoldr
by Race and Gender
10 Report on Political Against Against ShrHoldr
Contributions/Activities
We agree with management on this issue. The
laws that govern a company's political
activities and the company's commitment to
employees' rights regarding political
activities are stringent enough to ensure
political nonpartisanship.
11 Cease Charitable Contributions Against Against ShrHoldr
We do not believe that the fees in question
represent dubious or unreasonable charges and
agree with the company that eliminating such
charges could result in a competitive
disadvantage in the industry.
04/27/04 - A VF Corp. *VFC* 918204108 03/09/04 4,500
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Declassify the Board of Directors Against Against ShrHoldr
5 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr
05/19/04 - A Viacom Inc. *VIA* 925524308 03/22/04 70,825
1 Elect Directors For Split Mgmt
1.1 Elect Director George S. Abrams ---
Withhold
We recommend a vote FOR the directors with the
exception of insiders Mel Karmazin, Sumner M.
Redstone and Shari Redstone, and affiliated
outsiders William Schwartz, Frederic V.
Salerno, George S. Abrams, Alan C. Greenberg,
Philippe P. Dauman and David R. Andelman. We
recommend that shareholders WITHHOLD votes from
Mel Karmazin for failure to establish a
majority independent board, and from Sumner M.
Redstone and Shari Redstone for standing as
insiders on the Nominating Committee and for
failure to establish a majority independent
board. We also recommend that shareholders
WITHHOLD votes from Frederic V. Salerno for
standing as an affiliated outsider on the Audit
and Compensation committees, and for failure to
establish a majority independent board. We also
recommend WITHHOLDING votes from William
Schwartz for standing as an affiliated outsider
on the Compensation and Nominating committees,
and for failure to establish a majority
independent board. Lastly, we recommend
WITHHOLDING votes from George S. Abrams for
standing as an affiliated outsider on the
Nominating Committee and for failure to
establish a majority independent board.
1.2 Elect Director David R. Andelman
--- Withhold
1.3 Elect Director Joseph A. Califano,
Jr. --- For
1.4 Elect Director William S. Cohen ---
For
1.5 Elect Director Philippe P. Dauman
--- Withhold
1.6 Elect Director Alan C. Greenberg
--- Withhold
1.7 Elect Director Mel Karmazin ---
Withhold
1.8 Elect Director Jan Leschly --- For
1.9 Elect Director David T. McLaughlin
--- For
1.10 Elect Director Shari Redstone ---
Withhold
1.11 Elect Director Sumner M. Redstone
--- Withhold
1.12 Elect Director Frederic V. Salerno
--- Withhold
1.13 Elect Director William Schwartz ---
Withhold
1.14 Elect Director Patty Stonesifer ---
For
1.15 Elect Director Robert D. Walter ---
For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Non-Employee Director Stock For For Mgmt
Option Plan
05/14/04 - A Vulcan Materials Co. *VMC* 929160109 03/15/04 4,200
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For For Mgmt
Restricted Stock Plan
3 Ratify Auditors For For Mgmt
04/28/04 - A W.W. Grainger, Inc. *GWW* 384802104 03/01/04 3,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/20/04 - A Wachovia Corp. *WB* 929903102 02/18/04 53,610
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Require Two Candidates for Each Against Against ShrHoldr
Board Seat
The process of finding qualified available
candidates is difficult and costly. Under this
proposal, the board would be required to
identify twice as many candidates as is
currently necessary. Those candidates would
then be asked to compete for the position on
the basis of the statements they submit for
publication in the proxy materials. Many
well-qualified candidates may refuse to submit
to such a process. This proposal could also
lead to a high rate of turnover among board
members, denying the company continuity of
strategic management. The nominating body could
well have considerable difficulty devising a
slate of candidates that would ensure a balance
of skills and experience on the board.
Directors are fiduciaries who must act in the
best interest of all shareholders. The
politicization of the board election process
does not assure more responsible representation
of shareholder interests, and it may lead to
unwarranted cost and influence of special
interests. As such, we do not believe that this
proposal merits shareholder approval.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Separate Chairman and CEO Positions Against Against ShrHoldr
06/04/04 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/04 175,100
1 Elect Directors For For Mgmt
1.1 Elect Director James W. Breyer ---
For
1.2 Elect Director M. Michele Burns ---
For
1.3 Elect Director Thomas M. Coughlin
--- For
1.4 Elect Director David D. Glass ---
For
1.5 Elect Director Roland A. Hernandez
--- For
1.6 Elect Director Dawn G. Lepore ---
For
1.7 Elect Director John D. Opie --- For
1.8 Elect Director J. Paul Reason ---
For
1.9 Elect Director H. Lee Scott, Jr.
--- For
1.10 Elect Director Jack C. Shewmaker
--- For
1.11 Elect Director Jose H. Villarreal
--- For
1.12 Elect Director John T. Walton ---
For
1.13 Elect Director S. Robson Walton ---
For
1.14 Elect Director Christopher J.
Williams --- For
2 Approve Stock Option Plan For For Mgmt
3 Approve Stock Option Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Separate Chairman and CEO Positions Against Against ShrHoldr
7 Prepare Sustainability Report Against Against ShrHoldr
8 Report on Stock Option Distribution Against Abstain ShrHoldr
by Race and Gender
9 Report on Genetically Modified Against Against ShrHoldr
Organisms (GMO)
10 Prepare Diversity Report Against Abstain ShrHoldr
11 Submit Executive Compensation to Against For ShrHoldr
Vote
We acknowledge the tax benefits arising from
deferring executive compensation. However,
paying above-market interest rates on deferred
compensation is not "best practice" and results
in an additional expense to shareholders.
According to an Executive Benefits Survey (2003
Results) published by Clark Consulting, only
seven percent of the 227 participating
companies provided a bonus rate above their
base earnings rate. In addition, the increment
formula for long term participating in the plan
is unique and quite generous. We believe
shareholders may benefit from having the
opportunity to make their own evaluation of the
deferred compensation packages, especially when
such plans contain unique features beyond best
practice.
04/20/04 - A Washington Mutual, Inc *WM* 939322103 02/27/04 36,375
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
05/14/04 - A Waste Management, Inc. *WMI* 94106L109 03/19/04 23,530
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive Bonus For For Mgmt
Plan
05/04/04 - A Waters Corp. *WAT* 941848103 03/15/04 5,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Joshua Bekenstein
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Thomas P.
Salice and Edward Conard. We recommend that
shareholders WITHHOLD votes from Thomas P.
Salice for standing as an affiliated outsider
on the Audit, Compensation, and Nominating
committees. We also recommend that shareholders
WITHHOLD votes from Edwarrd Conard for standing
as an affiliated outsider on the Compensation
Committee.
1.2 Elect Director M.J. Berendt, Ph.D.
--- For
1.3 Elect Director Douglas A.
Berthiaume --- For
1.4 Elect Director Philip Caldwell ---
For
1.5 Elect Director Edward Conard ---
Withhold
1.6 Elect Director L.H. Glimcher, M.D.
--- For
1.7 Elect Director William J. Miller
--- For
1.8 Elect Director Thomas P. Salice ---
Withhold
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
05/17/04 - A Watson Pharmaceuticals, Inc. 942683103 03/19/04 4,400
*WPI*
1 Elect Directors For For Mgmt
1.1 Elect Director Allen Chao, Ph.D.
--- For
1.2 Elect Director Michel J. Feldman
--- For
1.3 Elect Director Fred G. Weiss --- For
2 Ratify Auditors For For Mgmt
3 Review Executive Compensation Against Against ShrHoldr
While we understand the proponent's concerns
with escalating CEO pay, we believe that the
proposal is unduly restrictive. The company's
independent Compensation Committee should have
the flexibility to determine the compensation
of its senior executives based on a number of
appropriate factors, rather then relying on an
arbitrary formula. Furthermore, the features of
this proposal would limit equity awards to time
based restricted shares and set arbitrary caps
on salary, bonus and severance, regardless of
the company's performance. As such, this item
does not warrant shareholder approval.
06/28/04 - S WellPoint Health Networks Inc. 94973H108 05/10/04 6,200
*WLP*
1 Approve Merger Agreement For For Mgmt
04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 68,460
1 Elect Directors For Split Mgmt
1.1 Elect Director J.A. Blanchard III
--- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Michael W.
Wright, Judith M. Runstad, and Donald B. Rice.
We recommend that shareholders WITHHOLD votes
from Judith M. Runstad for standing as an
affiliated outsider on the Audit Committee,
Michael W. Wright and Donald B. Rice for
standing as affiliated outsiders on the Human
Resources and Governance & Nominating
committees.
1.2 Elect Director Susan E. Engel ---
For
1.3 Elect Director Enrique Hernandez,
Jr. --- For
1.4 Elect Director Robert L. Joss ---
For
1.5 Elect Director Reatha Clark King
--- For
1.6 Elect Director Richard M.
Kovacevich --- For
1.7 Elect Director Richard D. McCormick
--- For
1.8 Elect Director Cynthia H. Milligan
--- For
1.9 Elect Director Philip J. Quigley
--- For
1.10 Elect Director Donald B. Rice ---
Withhold
1.11 Elect Director Judith M. Runstad
--- Withhold
1.12 Elect Director Stephen W. Sanger
--- For
1.13 Elect Director Susan G. Swenson ---
For
1.14 Elect Director Michael W. Wright
--- Withhold
2 Approve Retirement Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Expense Stock Options Against For ShrHoldr
Given the fact that stock options have become
an integral component of compensation, their
value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse. Moreover, this
proposal received majority support at last
year's meeting.
5 Limit Executive Compensation Against Against ShrHoldr
6 Link Executive Compensation to Against Against ShrHoldr
Social Issues
7 Report on Political Against Against ShrHoldr
Contributions/Activities
04/22/04 - A Wendy's International, Inc. 950590109 03/01/04 4,700
*WEN*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
04/13/04 - A Weyerhaeuser Co. *WY* 962166104 02/20/04 9,000
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Declassify the Board of Directors Against Against Mgmt
4 Expense Stock Options Against For ShrHoldr
5 Implement Restricted Share Against For ShrHoldr
Executive Compensation Plan
6 Report on Greenhouse Gas Emissions Against Against ShrHoldr
7 Develop Policy Regarding Old Growth Against Against ShrHoldr
Forests
8 Ratify Auditors For For Mgmt
04/20/04 - A Whirlpool Corp. *WHR* 963320106 02/27/04 3,000
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
04/22/04 - A Wyeth *WYE* 983024100 03/12/04 53,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Drug Pricing Against Against ShrHoldr
4 Amend Animal Testing Policy Against Against ShrHoldr
05/21/04 - A Yahoo!, Inc. *YHOO* 984332106 03/25/04 26,900
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Terry S. Semel ---
Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders
WITHHOLD votes from insiders Terry S. Semel and
Jerry Yang, affiliated outsider Eric Hippeau,
and independent outsiders Gary L. Wilson,
Edward R. Kozel, Robert A. Kotick, Arthur H.
Kern, Ronald W. Burkle and Roy J. Bostock for
failing to remove a dead-hand, slow-hand, or
similar feature in the company's poison pill.
1.2 Elect Director Jerry Yang ---
Withhold
1.3 Elect Director Roy J. Bostock ---
Withhold
1.4 Elect Director Ronald W. Burkle ---
Withhold
1.5 Elect Director Eric Hippeau ---
Withhold
1.6 Elect Director Arthur H. Kern ---
Withhold
1.7 Elect Director Robert A. Kotick ---
Withhold
1.8 Elect Director Edward R. Kozel ---
Withhold
1.9 Elect Director Gary L. Wilson ---
Withhold
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Expense Stock Options Against For ShrHoldr
In the absence of an accepted methodology with
which to value the contingent cost of stock
options, companies that have voluntarily
expensed stock options have had flexibility in
their selection of a specific valuation
methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and
decrease transparency in financial reporting.
However, given the fact that stock options have
become an integral component of compensation,
their value cannot be ignored and treated as
"no-cost" compensation. We believe that stock
options should be expensed along with other
forms of compensation. Given that (1) many
companies use stock options as a significant
component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost
of options reduces earnings, we believe that
options should be expensed along with all other
forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
05/20/04 - A Yum Brands, Inc. *YUM* 988498101 03/22/04 11,860
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
4 Adopt Smoke-Free Restaurant Policy Against Abstain ShrHoldr
5 Prepare a Sustainability Report Against For ShrHoldr
In this case, Yum Brands does not report under
the GRI or other established guidelines and
while it does touch upon diversity and some
environmental initiatives, its website does not
contain a formal EHS report or quantifiable
data about diversity and other sustainability
topics. The company does provide information on
employee welfare and insight into the company's
community outreach and philanthropic efforts.
However, the level of disclosure on
sustainability issues does not address many of
the issues brought forth by the proponents and
issues addressed in the reporting of other
large public companies. More comprehensive
reporting of the company's performance and
approach to sustainability issues will better
enable shareholders to assess the company's
efforts in these areas and demonstrate that the
company is assessing how sustainability issues
could impact long-term shareholder value.
Therefore, while we note that the company has
made an effort to increase its disclosure on
some of the issues set forth in this proposal,
we believe that a comprehensive report on
social, environmental, and economic
sustainability could benefit the company in the
long term. As such, we recommend that
shareholders support this request.
6 Adopt MacBride Principles Against Against ShrHoldr
7 Report on Genetically Modified Against Against ShrHoldr
Organisms (GMO)
8 Report on Animal Welfare Standards Against Against ShrHoldr
05/10/04 - A Zimmer Holdings Inc *ZMH* 98956P102 03/15/04 9,890
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Larry C. Glasscock
--- Withhold
We recommend that shareholders WITHHOLD votes
from independent outsiders John L. McGoldrick
and Larry C. Glasscock for failure to implement
the proposal to submit the company's poison
pill to a shareholder vote.
1.2 Elect Director John L. McGoldrick
--- Withhold
2 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
In this case, the company's pill was not
approved by shareholders, nor does it embody
the features that we recommend. We therefore
agree with the proponent that the current pill
should be put to a shareholder vote.
3 Ratify Auditors Against For ShrHoldr
We can see no compelling reason why the
company's shareholders should not be given the
right to a non-binding ratification of the
independent auditor selected by the company's
audit committee.
04/30/04 - A Zions Bancorporation *ZION* 989701107 02/23/04 100
1 Elect Directors For For Mgmt
1.1 Elect Director Roger B. Porter ---
For
1.2 Elect Director L. E. Simmons --- For
1.3 Elect Director Steven C.
Wheelwright --- For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues,
we do not recommend that shareholders approve
this request.
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT HIGH YIELD PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT HIGH YIELD PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Jan 01, 2004 - Mar 30, 2004
THRIVENT HIGH YIELD PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
Thrivent High Yield Portfolio
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
04/27/04 - A TVMAX Holdings, Inc. 87307X104 03/12/04 121,520
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Steven G. Singer ---
Withhold
We recommend WITHHOLD votes from all nominees
for potentially paying excessive non-audit
fees. We also recommend WITHHOLD votes from all
nominees for failure to establish independent
key board committees.
1.2 Elect Director D.R. Edge, Jr. ---
Withhold
1.3 Elect Director Jeffrey A. Brodsky
--- Withhold
1.4 Elect Director Lauren M. Kreuter
--- Withhold
1.5 Elect Director Seth P. Plattus ---
Withhold
Vote Summary Report
Jul 01, 2003 - Jun 30, 2004
THRIVENT PARTNER HIGH YIELD PORTFOLIO
Meeting Company/ Ticker/ Notification Proposal Vote Mgmt
Vote
Date Ballot Issues Security Date By Cast Result Rec
- ------------- ---------------------------------- ------------------- --------------- --------- ------ ------- ------
Cadmus Communications N/A 127587AB9 04/30/2004
Consent to the proposed Issuer Y For For
amendment in the Indenture
CMS Panhandle Holding Co. N/A 12589YAD1 07/11/2003
Consent to the Issuer Y For For
amendments in the
Indenture
CMS Panhandle Holding Co. N/A 12589YAF6 07/11/2003
Consent to the Issuer Y For For
amendments in the
Indenture
Crown Castle N/A 228227AF1 11/29/2003
Consent to the Issuer Y For For
amendments in the
Indenture
Dresser N/A 26157VAB3 11/24/2003
Consent to adopt proposed amendments, Issuer Y For For
consent fee
02/04/2004 Eircom N/A 28257PAC9 01/28/2004
Consent to the proposed amendments in Issuer Y For For
the Indenture
Extended Stay America N/A 30224PAE1 04/01/2004
Consent to the proposed Issuer Y For For
amendment in the Indenture
Extendicare Health N/A 302244AC2 04/06/2004
Consent to the proposed Issuer Y For For
amendment in the Indenture
Garden States Newspapers N/A 365438AD2 11/10/2003
Consent to the Issuer Y For For
amendments in the
Indenture
Healthsouth (TRAINS) N/A 87613YAG6 04/01/2004
Consent to the proposed Issuer Y For For
amendment in the Indenture
Healthsouth Corp. N/A 421924AR2 03/17/2004
Consent to the proposed amendments in Issuer Y AbstainAbstain
the Indenture
Healthsouth Corp. N/A 421924AX9 03/17/2004
Consent to the proposed amendments in Issuer Y AbstainAbstain
the Indenture
07/25/2003 Jet Equipment Trust N/A 477122AN5 07/08/2003
Consent to the Issuer Y For For
amendments in the
Indenture
Merisant Co. N/A 58984WAA5 05/25/2004
Consent to the proposed amendments in Issuer Y AbstainAbstain
the Indenture
09/23/2003 Pacific Gas & Electric N/A 694308FT9 09/02/2003
Consent to Issuer Y For For
proposed
settlement
agreement
QWEST N/A 749121AL3 11/21/2003
Consent to the Issuer Y For For
amendments in the
Indenture
QWEST N/A 74913EAE0 11/21/2003
Consent to the Issuer Y AbstainAbstain
amendments in the
Indenture
QWEST N/A 74913EAH3 11/21/2003
Consent to the Issuer Y AbstainAbstain
amendments in the
Indenture
QWEST N/A 74913EAJ9 11/21/2003
Consent to the Issuer Y AbstainAbstain
amendments in the
Indenture
QWEST N/A 74913EAN0 11/21/2003
Consent to the Issuer Y AbstainAbstain
amendments in the
Indenture
QWEST N/A 74913RAB7 11/21/2003
Consent to the Issuer Y AbstainAbstain
amendments in the
Indenture
Triad Hospital N/A 89579KAB5 04/27/2004
Consent to the proposed Issuer Y For For
amendment in the Indenture
Vivendi Universal N/A 92852EAA3 11/12/2003
Consent to adopt proposed amendments, Issuer Y For For
consent fee
08/26/2003 WorldCOM N/A 98155KAJ1 06/19/2003
Consent to adopt proposed Issuer Y For For
plan of reorganization
08/26/2003 WorldCOM N/A 98157DAK2 06/19/2003
Consent to adopt proposed Issuer Y For For
plan of reorganization
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT INCOME PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT INCOME PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Jan 01, 2004 - Mar 30, 2004
THRIVENT INCOME PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT INCOME PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT BOND INDEX PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT BOND INDEX PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Jan 01, 2004 - Mar 30, 2004
THRIVENT BOND INDEX PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT BOND INDEX PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT LIMITED MATURITY BOND PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT LIMITED MATURITY BOND PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Jan 01, 2004 - Mar 30, 2004
THRIVENT LIMITED MATURITY BOND PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT LIMITED MATURITY BOND PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT MORTGAGE SECURITIES PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT MORTGAGE SECURITIES PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Jan 01, 2004 - Mar 30, 2004
THRIVENT MORTGAGE SECURITIES PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT MORTGAGE SECURITIES PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
THRIVENT MONEY MARKET PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
THRIVENT MONEY MARKET PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Jan 01, 2004 - Mar 30, 2004
THRIVENT MONEY MARKET PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
THRIVENT MONEY MARKET PORTFOLIO
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- --------
- ----------------------------------------------------------------------------------------------------------------
None
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.
Date: August 31, 2004 THRIVENT SERIES FUND, INC.
*
------------------------------------------
Pamela J. Moret
President
*John C. Bjork, by signing his name hereto, does hereby sign this document on behalf of Pamela J. Moret pursuant to a power of attorney incorporated by reference from pre-effective amendment no. 1 to the registration statement of Thrivent Series Fund, Inc. on Form N-14, file no. 333-111964, filed on February 26, 2004.
*By: /s/ John C. Bjork
-----------------------------------
John C. Bjork, Attorney-in-fact