UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act File Number 811-04704
Primary Trend Fund, Inc.
(Exact name of registrant as specified in charter)
3960 Hillside Drive, Delafield, WI 53018
(Address of principal executive offices) (Zip code)
Arnold Investment Counsel, Inc., 3960 Hillside Drive, Delafield, WI 53018
(Name and address of agent for service)
Registrant's telephone number, including area code: (262)303-4850
Date of fiscal year end: June 30
Date of reporting period: July 1, 2008 - June 30, 2009
Item 1. Proxy Voting Record
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Primary Trend Fund, Inc.
By (Signature and Title) /s/ Lilli Gust, Principal Executive Officer
Date August 11, 2009
PROXY VOTING RECORD
Name of Fund: | The Primary Trend Fund | |||
Period: | July 1, 2008 - June 30, 2009 | |||
Company Name | Meeting Date | Shares Voted | CUSIP | Ticker |
Centex | 7/10/08 | 5,000 | 152312104 | CTX |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 3 Nominees | Issuer | |
For | For | 2. Ratification of the appointment of independent registered public accounting firm for fiscal year 2009 | Issuer | |
For | For | 3. Approval of amended and restated Articles of Incorporation | Issuer | |
For | For | 4. Approval of material terms of performance goals under 2003 Annual Incentive Compensation Plan | Issuer | |
For | For | 5. Approval of material terms of performance goals under 2003 Equity Incentive Plan | Issuer | |
For | For | 6. Approval of amendments to 2003 Equity Incentive Plan | Issuer | |
Against | Against | 7. Stockholder proposal regarding climate change | Shareholder | |
Against | Against | 8. Stockholder proposal regarding declassification of the board | Shareholder | |
Darden Restaurants, Inc. | 9/12/08 | 10,000 | 237194105 | DRI |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 11 Nominees | Issuer | |
For | For | 2. Approve the amended Darden Restaurants, Inc. 2002 Stock Incentive Plan | Issuer | |
For | For | 3. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2009 | Issuer | |
Unilever N.V. | 10/29/2008 | 12,000 | 904784709 | UN |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. Appoint Mr. P. Polman as an executive director | Issuer | |
Microsoft Corporation | 11/19/08 | 30,000 | 594918104 | MSFT |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1.-9. / DIRECTORS/All 9 Nominees | Issuer | |
For | For | 10. Approval of material terms of performance criteria under the executive officer incentive plan | Issuer | |
For | For | 11. Approval of amendments to the 1999 Stock Option Plan for non-employee directors | Issuer | |
For | For | 12. Ratification of the selection of Deloitte & Touche LLP as the company's independent auditor | Issuer | |
Against | Against | 13. Shareholder Proposal - Adoption of policies on internet censorship | Shareholder | |
Against | Against | 14. Shareholder Proposal - Establishment of board committee on human rights | Shareholder | |
Against | Against | 15. Shareholder Proposal - Disclosure of charitable contributions | Shareholder | |
Intuit, Inc. | 12/16/08 | 12,000 | 461202103 | INTU |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 11 Nominees | Issuer | |
For | For | 2. Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2009 | Issuer | |
For | For | 3. Approve the amendment to our 2005 Equity Incentive Plan | Issuer | |
Hormel Foods Corporation | 1/27/09 | 7,000 | 440452100 | HRL |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 13 Nominees | Issuer | |
For | For | 2. Ratify the appointment by the audit committee of the board of directors of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending October 25, 2009 | Issuer | |
For | For | 3. Approve the Hormel Foods Corporation 2009 Long-Term Incentive Plan | Issuer | |
For | For | 4. Approve the Hormel Foods Corporation 2009 Nonemployee Director Deferred Stock Plan | Issuer | |
Against | Against | 5. Approve a stockholder proposal regarding disclosure of greenhouse gas emissions caused by individual products via product packaging, if presented at the meeting | Shareholder | |
D.R. Horton, Inc. | 1/29/09 | 38,000 | 23331A109 | DHI |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 7 Nominees | Issuer | |
Against | Against | 2. To vote on a stockholder proposal concerning amending our Equal Employment Opportunity Policy | Stockholder | |
Against | Against | 3. To vote on a stockholder proposal concerning majority vote standard for the election of directors | Stockholder | |
General Electric Company | 4/22/09 | 30,000 | 369604103 | GE |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | A1.-A15. DIRECTORS/All 15 Nominees | Issuer | |
For | For | B1. Ratification of KPMG | Issuer | |
Against | Against | C1. Cumulative Voting | Stockholder | |
Against | Against | C2. Executive compensation advisory vote | Stockholder | |
Against | Against | C3. Independent study regarding breaking up GE | Stockholder | |
Against | Against | C4. Dividend policy | Stockholder | |
Against | Against | C5. Shareholder vote on golden parachutes | Stockholder | |
KB Home | 4/2/09 | 14,000 | 48666K109 | KBH |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1A.-1G. DIRECTORS/All 7 Nominees | Issuer | |
For | For | 2. Ratify the appointment of Ernst & Young LLP as KB Home's independent registered public accounting firm | Issuer | |
For | For | 3. Adopt the protective amendment to KB Home's restated Certificate of Incorporation | Issuer | |
For | For | 4. Approve the successor rights plan | Issuer | |
For | For | 5. Approve the annual incentive plan for executive officers | Issuer | |
Against | Against | 6. Stockholder proposal relating to executive compensation | Shareholder | |
Against | Against | 7. Stockholder proposal relating to an advisory vote on named executive officer compensation | Shareholder | |
Against | Against | 8. Stockholder proposal relating to health care reform principles | Shareholder | |
United Technologies Corp. | 4/8/09 | 6,000 | 913017109 | UTX |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 14 Nominees | Issuer | |
For | For | 2. Appointment of independent auditors | Issuer | |
Against | Against | 3. Shareowner proposal: Offsets for foreign military sales | Shareholder | |
Pfizer | 4/23/09 | 30,000 | 717081103 | PFE |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a.-1n. DIRECTORS/All 14 Nominees | Issuer | |
For | For | 2. Ratify the selection of KPMG LLP as independent registered accounting firm for 2009 | Issuer | |
For | For | 3. Approve the Pfizer, Inc. 2004 Stock Plan, as amended and restated | Issuer | |
Against | Against | 4. Shareholder proposal regarding Stock Options | Shareholder | |
Against | Against | 5. Shareholder proposal regarding Advisory Vote on Executive Compensation | Shareholder | |
Against | Against | 6. Shareholder proposal regarding cumulative voting | Shareholder | |
Against | Against | 7. Shareholder proposal regarding special shareholder meetings | Shareholder | |
U.S. Bancorp | 4/21/09 | 16,000 | 902973304 | USB |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1A-1H. DIRECTORS/All 8 Nominees | Issuer | |
For | For | 2. Ratify selection of Ernst & Young LLP as independent auditor for the 2009 fiscal year | Issuer | |
For | For | 3. Advisory vote to approve executive compensation program | Issuer | |
Citigroup, Inc. | 4/21/09 | 23,000 | 172967101 | C |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a.-1n. DIRECTORS/All 14 Nominees | Issuer | |
For | For | 2. Ratify the selection of KPMG LLP as Citi's independent registered accounting firm for 2009 | Issuer | |
For | For | 3. Approve the Citigroup 2009 Stock Incentive Plan | Issuer | |
For | For | 4. Approve Citi's 2008 Executive Compensation | Issuer | |
Against | Against | 5. Stockholder proposal requesting a report on prior governmental service of certain individuals | Shareholder | |
Against | Against | 6. Stockholder proposal requesting a report on political contributions | Shareholder | |
Against | Against | 7. Stockholder proposal requesting a report on predatory credit card practices | Shareholder | |
Against | Against | 8. Stockholder proposal requesting that two candidates be nominated for each board position. | Shareholder | |
Against | Against | 9. Stockholder proposal requesting a report on the Carbon Principles | Shareholder | |
Against | Against | 10. Stockholder proposal requesting that executive officers retain 75% of the shares acquired through compensation plans for two years following termination of employment | Shareholder | |
Against | Against | 11. Stockholder proposal requesting additional disclosure regarding Citi's compensation consultants | Shareholder | |
Against | Against | 12. Stockholder proposal requesting that stockholders holding 10% or above have the right to call special shareholder meetings | Shareholder | |
Against | Against | 13. Stockholder proposal requesting cumulative voting | Shareholder | |
Eli Lilly and Company | 4/20/09 | 17,000 | 532457108 | LLY |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 4 Nominees | Issuer | |
For | For | 2. Ratification of the appointment by the Audit Committee of the Board of the Directors of Ernst & Young LLP as principal independent auditor for 2009 | Issuer | |
For | For | 3. Approve amendments to the Articles of Incorporation to provide for annual election of all directors | Issuer | |
For | For | 4. Reapprove the material terms of performance goals for the Eli Lilly and Co. bonus Plan | Issuer | |
Against | Against | 5. Proposal by shareholders requesting that the board eliminate all supermajority voting provisions from the Company's Articles of Incorporation and Bylaws | Shareholder | |
Against | Against | 6. Proposal by shareholders requesting that the company amend its Articles of Incorporation to allow shareholders to amend the Company's Bylaws by majority vote | Shareholder | |
Against | Against | 7. Proposal by shareholders requesting that the board of directors adopt a policy of asking shareholders to ratify the compensation of named executive officers at the annual meeting of shareholders | Shareholder | |
Wells Fargo & Company | 4/28/09 | 22,000 | 949746101 | WFC |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a.-1s. DIRECTORS/All 19 Nominees | Issuer | |
For | For | 2. Approve a non-binding advisory resolution regarding the compensation of the Company's named executives | Issuer | |
For | For | 3. Ratify appointment of KPMG LLP as independent auditors for 2009 | Issuer | |
For | For | 4. Approve an amendment to the Company's Long-Term Incentive Compensation Plan | Issuer | |
Against | Against | 5. Stockholder proposal regarding a By-Laws amendment to require an independent chairman | Shareholder | |
Against | Against | 6. Stockholder proposal regarding a report on political contributions | Shareholder | |
Valero Energy | 4/30/09 | 16,000 | 91913Y100 | VLO |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1A-1D. DIRECTORS/All 4 Nominees | Issuer | |
For | For | 2. Ratify the appointment of KPMG LLP as Valero's independent registered public accounting firm for 2009 | Issuer | |
Against | Against | 3. Stockholder proposal entitled, "Say-on-Pay" | Shareholder | |
Against | Against | 4. Stockholder proposal entitled, "Stock Retention by Executives" | Shareholder | |
Against | Against | 5. Stockholder proposal entitled, "Compensation Consultant Disclosures" | Shareholder | |
Against | Against | 6. Stockholder proposal entitled, "Disclosure of Political Contributions/Trade Associations" | Shareholder | |
Alcoa, Inc. | 5/8/09 | 20,000 | 013817101 | AA |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 4 Nominees | Issuer | |
For | For | 2. Ratify the independent auditor | Issuer | |
For | For | 3. Approve 2009 Alcoa stock incentive plan | Issuer | |
Against | Against | 4. Shareholder proposal: Simple majority vote | Shareholder | |
E.I. Du Pont Nemours & Co. | 4/29/2009 | 15,000 | 263534109 | DD |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a.-1m. DIRECTORS/ALL 13 Nominees | Issuer | |
For | For | 2. Ratification of independent public accounting firm | Issuer | |
Against | Against | 3. Shareholder say on executive pay | Shareholder | |
Waste Management, Inc. | 5/8/09 | 13,000 | 94106L109 | WMI |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1A-1H. DIRECTORS/All 8 Nominees | Issuer | |
For | For | 2. Ratify the appointment of Ernst & Young, LLP as the independent registered public accounting firm for 2009 | Issuer | |
For | For | 3. Amend the Company's Employee Stock Purchase Plan to increase the number of shares authorized for issuance under the Plan | Issuer | |
For | For | 4. Approve the Company's 2009 Stock Incentive Plan | Issuer | |
Against | Against | 5. Shareholder proposal relating to disclosure of political contributions, if properly presented at the meeting | Shareholder | |
Against | Against | 6. Shareholder proposal to adopt simple majority vote, if properly presented at the meeting | Shareholder | |
3M Company | 5/12/2009 | 3,000 | 88579Y101 | MMM |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1A-1J. DIRECTORS/All 10 Nominees | Issuer | |
For | For | 2. Ratify the appointment of PriceWaterhouseCoopers, LLP as 3M's independent registered public accounting firm | Issuer | |
Against | Against | 3. Stockholder proposal on special meetings | Shareholder | |
Against | Against | 4. Stockholder proposal on the vesting of stock options and awards | Shareholder | |
Schlumberger Limited | 4/8/09 | 7,000 | 806857108 | SLB |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 11 Nominees | Issuer | |
For | For | 2. Adopt and approve of financials and dividends | Issuer | |
Against | Against | 3. Shareholder proposal regarding a stockholder advisory vote on named executive officer compensation | Shareholder | |
For | For | 4. Approve of independent registered public accounting firm | Issuer | |
Intel Corporation | 4/16/09 | 9,000 | 055622104 | INTC |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 3. DIRECTORS/All 15 Nominees | Issuer | |
For | For | 1. To receive the directors' annual report and accounts | Issuer | |
For | For | 2. Approve the Directors' remuneration report | Issuer | |
For | For | 18. Re-appoint Ernst & Young, LLP as auditors and authorize the board to fix their remuneration | Issuer | |
For | For | S19. Special resolution: To give limited authority for the purchase of its own shares by the Company | Issuer | |
For | For | 20. To give limited authority to allot shares up to a specified amount | Issuer | |
For | For | S21. Special resolution: To give authority to allot a limited number of shares for cash free of pre-emption rights | Issuer | |
For | For | S22. Special resolution: To authorize the calling of general meetings (excluding annual general meetings) by notice of at least 14 clear days | Issuer | |
Johnson & Johnson | 4/23/09 | 9,000 | 478160104 | JNJ |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a.-1j. DIRECTORS/All 10 Nominees | Issuer | |
For | For | 2. Ratification of appointment of PriceWaterhouseCoopers LLP as independent registered public accounting firm | Issuer | |
Against | Against | 3. Shareholder proposal regarding advisory vote on executive compensation policies and disclosure | Shareholder | |
The Coca-Cola Company | 4/22/09 | 9,000 | 191216100 | KO |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1-14. DIRECTORS/All 14 Nominees | Issuer | |
For | For | 2. Ratification of the appointment of Ernst & Young LLP as independent auditors | Issuer | |
Against | Against | 16. Shareowner proposal regarding an advisory vote on executive compensation | Shareholder | |
Against | Against | 17. Shareowner proposal regarding an independent board chair | Shareholder | |
Against | Against | 18. Shareowner proposal regarding a board committee on human rights | Shareholder | |
Against | Against | 19. Shareowner proposal regarding restricted stock | Shareholder | |
Unilever N.V | 5/13/09 | 22,000 | 904784709 | UN |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1-18. DIRECTORS/All 18 Nominees | Issuer | |
For | For | 19. Appoint PriceWaterhouseCoopers Accountants N.V. as auditors for the 2009 financial year | Issuer | |
For | For | 20. To designate the Board of Directors as the Company body authorized to issue shares in the Company | Issuer | |
For | For | 21. To authorize the Board of Directors to purchase shares and depositary receipts in the Company | Issuer | |
For | For | 22. To reduce the capital through cancellation of shares | Issuer | |
For | For | 23A. Move to quarterly dividends. To alter the Equalisation Agreement and the Articles of Association | Issuer | |
For | For | 23B. Move to quarterly dividends. To approve to alter the Equalisation Agreement | Issuer | |
Kraft Foods, Inc. | 5/20/09 | 25,000 | 50075N104 | KFT |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1A-1J. DIRECTORS/All 10 Nominees | Issuer | |
For | For | 2. Approval of the amended and restated 2005 performance incentive plan | Issuer | |
For | For` | 3. Ratification of the selection of PriceWaterhouseCoopers,LLP as our independent auditors for the fiscal year ending 12/31/2009 | Issuer | |
Against | Against | 4. Shareholder proposal regarding special shareholder meetings | Shareholder | |
Aqua America, Inc. | 5/8/09 | 13,333 | 03836W103 | WTR |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 3 Nominees | Issuer | |
For | For | 2. Approve the 2009 Omnibus Equity Compensation Plan | Issuer | |
For | For | 3. Ratify appointment of PriceWaterhouseCoopers LLP as the independent registered public accounting firm for the company for the 2009 fiscal year | Issuer | |
Against | Against | 4. Shareholder proposal regarding the preparation and publication of a sustainability report | Shareholder | |
JPMorgan Chase & Co. | 5/19/2009 | 19,000 | 46625H100 | JPM |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a.-1k. DIRECTORS/All 11 Nominees | Issuer | |
For | For | 2. Appointment of independent registered public accounting firm | Issuer | |
For | For | 3. Advisory vote on executive compensation | Issuer | |
Against | Against | 4. Governmental service report | Shareholder | |
Against | Against | 5. Cumulative Voting | Shareholder | |
Against | Against | 6. Special shareowner meetings | Shareholder | |
Against | Against | 7. Credit card lending practices | Shareholder | |
Against | Against | 8. Changes to KEPP | Shareholder | |
Against | Against | 9. Share retention | Shareholder | |
Against | Against | 10. Carbon principles report | Shareholder | |
Intel Corporation | 5/20/09 | 30,000 | 458140100 | INTC |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a.-1k. DIRECTORS/All 11 Nominees | Issuer | |
For | For | 2. Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for the current year | Issuer | |
For | For | 3. Amendment and extension of the 2006 Equity Incentive Plan | Issuer | |
For | For | 4. Approval of an employee stock option exchange program | Issuer | |
For | For | 5. Advisory vote on executive compensation | Issuer | |
Against | Against | 6. Stockholder proposal: Cumulative voting | Shareholder | |
Against | Against | 7. Stockholder proposal: Human right to water | Shareholder | |
The Home Depot, Inc. | 5/28/09 | 25,000 | 437076102 | HD |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a.-1i. DIRECTORS/All 9 Nominees | Issuer | |
For | For | 2. Ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending January 31, 2010 | Issuer | |
For | For | 3. Amend the sixth article of the Company's Certificate of Incorporation to allow holders of at least 25% of shares of the Company's outstanding common stock to call a special meeting of shareholders | Issuer | |
Against | Against | 4. Shareholder proposal regarding cumulative voting | Shareholder | |
Against | Against | 5. Shareholder proposal regarding special shareholder meetings | Shareholder | |
Against | Against | 6. Shareholder proposal regarding employment diversity report | Shareholder | |
Against | Against | 7. Shareholder proposal regarding executive officer compensation | Shareholder | |
Against | Against | 8. Shareholder proposal regarding energy use | Shareholder | |
Allstate | 5/19/2009 | 5,000 | 020002101 | ALL |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1a.-1j. DIRECTORS/All 10 Nominees | Issuer | |
For | For | 2. Ratification of the appointment of Deloitte & Touche LLP as Allstate's independent registered public accountant for 2009 | Issuer | |
For | For | 3. Approval of the material terms of the annual Executive Incentive Plan | Issuer | |
For | For | 4. Approval of the 2009 Equity Incentive Plan | Issuer | |
Against | Against | 5. Stockholder proposal seeking the right to call special shareowner meetings | Shareholder | |
Against | Against | 6. Stockholder proposal seeking an advisory resolution to ratify compensation of the named executive offices | Shareholder | |
Against | Against | 7. Stockholder proposal seeking a report on political contributions and payments to trade associations and other tax exempt organizations | Shareholder | |
Continental Airlines, Inc. | 6/10/09 | 10,000 | 210795308 | CAL |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 9 Nominees | Issuer | |
For | For | 2. Amendment of the 2004 Employee Stock Purchase Plan | Issuer | |
For | For | 3. Ratification of appointment of independent registered public accounting firm | Issuer | |
Against | Against | 4. Stockholder proposal related to discontinuing stock option grants to senior executives | Shareholder | |
Against | Against | 5. Stockholder proposal related to reincorporating in North Dakota | Shareholder | |
Sony Corporation | 6/19/09 | 8,000 | 835699307 | SNE |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. DIRECTORS/All 15 Nominees | Issuer | |
For | For | 2. To amend a part of the Articles of Incorporation | Issuer | |
For | For | 3. To issue stock acquisition rights for the purpose of granting stock options | Issuer |