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, 2014 – June 30, 2015
Item 1. Proxy Voting Record
PROXY VOTING RECORD
Name of Fund: | The Primary Trend Fund |
Period: | July 1, 2014 - June 30, 2015 |
Company Name | Meeting Date | Shares Voted | CUSIP | Ticker | |
Cisco Systems, Inc. | 11/20/14 | 27,000 | 17275R102 | CSCO | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1a-j. DIRECTORS / All 10 Nominees | Issuer | ||
For | For | 2. Approval of amendment and restatement of the Employee Stock Purchase Plan | Issuer | ||
For | For | 3. Approval, on an advisory basis, of executive compensation | Issuer | ||
For | For | 4. Ratification of PriceWaterhouseCoopers, LLP as Cisco's independent registered public accounting firm for fiscal 2015 | Issuer | ||
Against | Against | 5. Approval to recommend that Cisco establish a Public Policy Committee of the Board | Shareholder | ||
Against | Against | 6. Approval to request the Board to amend Cisco's governing documents to allow proxy access for specified categories of shareholders | Shareholder | ||
Against | Against | 7. Approval to request Cisco to provide a semiannual report on political-related contributions and expenditures | Shareholder | ||
Schlumberger | 4/8/15 | 7,000 | 806857108 | SLB | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1a.k. DIRECTORS / All 11 Nominees | Issuer | ||
For | For | 2. To approve, on an advisory basis, the Company's executive compensation | Issuer | ||
For | For | 3. To approve the Company's 2014 financial statements and the Board's 2014 declarations of dividends | Issuer | ||
For | For | 4. To approve the appointment of PricewaterhouseCoopers, LLP as the Company's independent registered public accounting firm for 2015 | Issuer | ||
U.S. Bancorp | 4/21/15 | 10,000 | 902973304 | USB | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1a-n. DIRECTORS / All 14 Nominees | Issuer | ||
For | For | 2. Approval of the U.S. Bancorp 2015 Stock Incentive Plan | Issuer | ||
For | For | 3. Ratification of selection of Ernst & Young LLP as our independent auditor for the 2015 fiscal year | Issuer | ||
For | For | 4. Advisory vote to approve the compensation of our executives disclosed in the proxy statement | Issuer | ||
Against | Against | 5. Shareholder proposal: Adoption of a policy requiring that the Chairman of the Board be an independent director | Shareholder | ||
Newmont Mining Corp. | 4/22/15 | 20,000 | 651639106 | NEM | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1a-I. DIRECTORS / All 9 Nominees | Issuer | ||
For | For | 2. Ratify appointment of independent registered public accounting firm for 2015 | Issuer | ||
For | For | 3, Approve, on an advisory basis, named executive officer compensation | Issuer | ||
Pfizer, Inc. | 4/23/15 | 20,000 | 717081103 | PFE | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1a-k. DIRECTORS / All 11 Nominees | Issuer | ||
For | For | 2. Ratify the selection of KPMG LLP as independent registered public accounting firm for 2015 | Issuer | ||
For | For | 3. Advisory approval of executive compensation | Issuer | ||
Against | Against | 4. Shareholder proposal regarding report on lobbying activities | Shareholder | ||
General Electric Company | 4/22/15 | 20,000 | 369604103 | GE | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | A1-16. DIRECTORS / 16 Nominees | Issuer | ||
For | For | B1. Advisory approval of our named executives' compensation | Issuer | ||
For | For | B2. Ratification of KPMG as independent auditor for 2015 | Issuer | ||
Against | Against | C1. Cumulative voting | Shareholder | ||
Against | Against | C2. Written consent | Shareholder | ||
Against | Against | C3. One director from ranks of retirees | Shareholder | ||
Against | Against | C4. Holy Land principles | Shareholder | ||
Against | Against | C5. Limit equity vesting upon change in control | Shareholder | ||
Johnson & Johnson | 4/23/15 | 5,000 | 478160104 | JNJ | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1a-k. DIRECTORS / All 11 Nominees | Issuer | ||
For | For | 2. Advisory vote to approve named executive officer compensation | Issuer | ||
For | For | 3. Ratification of appointment of independent registered public accounting firm for 2015 | Issuer | ||
Against | Against | 4. Shareholder proposal - Common sense policy regarding overextended directors | Shareholder | ||
Against | Against | 5. Shareholder proposal - Alignment between corporate values and political contributions | Shareholder | ||
Against | Against | 6. Shareholder proposal - Independent board chairman | Shareholder | ||
Abbott Laboratories | 4/24/15 | 7,000 | 002824100 | ABT | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1. DIRECTORS / All 11 Nominees | Issuer | ||
For | For | 2. Ratification of Ernst & Young LLP as auditors | Issuer | ||
For | For | 3. Say on pay - an advisory vote to approve executive compensation | Issuer | ||
Against | Against | 4. Shareholder proposal - Genetically modified ingredients | Shareholder | ||
Against | Against | 5. Shareholder proposal - Independent board chairman | Shareholder | ||
Barrick Gold Corporation | 4/28/15 | 13,000 | 067901108 | ABX | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1. DIRECTORS/All 13 Nominees | Issuer | ||
For | For | 2. Resolution approving the appointment of PricewaterhouseCoopers, LLP as the auditors of Barrick and authorizing the directors to fix their remuneration | Issuer | ||
For | For | 3. Advisory resolution on executive compensation approach | Issuer | ||
Eli Lilly & Company | 5/4/15 | 8,000 | 532457108 | LLY | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1a-d. DIRECTORS/All 4 Nominees | Issuer | ||
For | For | 2. Approve advisory vote on compensation paid to the company's named executive officers | Issuer | ||
Kraft Foods Group, Inc. | 5/5/15 | 3,333 | 50076Q106 | KRFT | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1. DIRECTORS/All 10 Nominees | Issuer | ||
For | For | 2. Advisory vote to approve executive compensation | Issuer | ||
For | For | 3. Ratification of the selection of PriceWaterhouseCoopers, LLP as our independent auditors for 2015 | Issuer | ||
Against | Against | 4. Shareholder proposal: Resolution related to egg-laying chickens | Shareholder | ||
Against | Against | 5. Shareholder proposal: Resolution related to deforestation reporting | Shareholder | ||
Against | Against | 6. Shareholder proposal: Resolution related to packaging reporting | Shareholder | ||
Against | Against | 7. Shareholder proposal: Resolution related to sustainability reporting | Shareholder | ||
Verizon Communications, Inc. | 5/7/15 | 6,000 | 92343V104 | VZ | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1a-k. DIRECTORS/All 11 Nominees | Issuer | ||
For | For | 2. Ratification of appointment of independent registered public accounting firm | Issuer | ||
For | For | 3. Advisory vote to approve executive compensation | Issuer | ||
Against | Against | 4. Network neutrality report | Shareholder | ||
Against | Against | 5. Political spending report | Shareholder | ||
Against | Against | 6. Severance approval policy | Shareholder | ||
Against | Against | 7. Stock retention policy | Shareholder | ||
Against | Against | 8. Shareholder action by written consent | Shareholder | ||
Abbvie, Inc. | 5/8/15 | 7,000 | 00287Y109 | ABBV | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1. DIRECTORS/All 3 Nominees | Issuer | ||
For | For | 2. Ratification of Ernst & Young, LLP as Abbvie, Inc.'s independent registered public accounting firm for 2015 | Issuer | ||
For | For | 3. Say on pay - an advisory vote on the approval of executive compensation | Issuer | ||
Aqua America, Inc. | 5/8/15 | 15,000 | 03836W103 | WTR | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1. DIRECTORS/All 7 Nominees | Issuer | ||
For | For | 2. To consider and take action on the ratification of the appointment of PriceWaterhouseCoopers LLP as the independent registered public accounting firm for the company for the 2015 fiscal year | Issuer | ||
For | For | 3. To consider and take action on an advisory vote on the company's executive compensation program | Issuer | ||
Against | Against | 4. To consider and take action on a shareholder proposal requesting that the Board of Directors create a comprehensive policy articulating the company's respect for the commitment to the human right to water, if properly presented at the meeting | Shareholder | ||
Against | Against | 5. To consider and take action on a shareholder proposal requesting that the Board of Directors create a policy in which the Board of Directors seek shareholder approval of any future extraordinary retirement benefits for senior executives, if properly presented at the meeting | Shareholder | ||
ConocoPhillips | 5/12/15 | 4,000 | 20825C104 | COP | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1a-k. DIRECTORS/All 11 Nominees | Issuer | ||
For | For | 2. Proposal to ratify appointment of Ernst & Young LLP as ConocoPhillips' independent registered public accounting firm for 2015 | Issuer | ||
For | For | 3. Advisory approval of executive compensation | Issuer | ||
Against | Against | 4. Report on lobbying expenditures | Shareholder | ||
Against | Against | 5. No accelerated vesting upon change in control | Shareholder | ||
Against | Against | 6. Policy on using reserves metrics to determine incentive compensation | Shareholder | ||
Against | Against | 7. Proxy access | Shareholder | ||
Against | Against | 8. In its discretion, upon such other matters that may properly come before the meeting or adjournments thereof | Shareholder | ||
Mondelez International, Inc. | 5/20/15 | 11,000 | 609207105 | MDLZ | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1a-l. DIRECTORS/All 12 Nominees | Issuer | ||
For | For | 2. Advisory vote to approve executive compensation | Issuer | ||
For | For | 3. Ratification of PriceWaterhouseCoopers LLP as independent registered public accountants for the fiscal year ending December 31, 2015 | Issuer | ||
Against | Against | 4. Shareholder proposal: Report on packaging | Shareholder | ||
Intel Corporation | 5/21/15 | 20,000 | 458140100 | INTC | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1a-k. DIRECTORS/ALL 11 Nominees | Issuer | ||
For | For | 2. Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for 2015 | Issuer | ||
For | For | 3. Advisory vote to approve executive compensation | Issuer | ||
For | For | 4, Approval of amendment and extension of the 2006 Equity Incentive Plan | Issuer | ||
For | For | 5. Approval of extension of the 2006 Stock Purchase Plan | Issuer | ||
Against | Against | 6. Stockholder proposal entitled "Holy Land Principles" | Shareholder | ||
Against | Against | 7.Stockholder proposal on whether the Chairman of the Board should be an independent director | Shareholder | ||
Against | Against | 8. Stockholder proposal on whether to adopt an alternative vote counting standard | Shareholder | ||
JPMorgan Chase & Co. | 5/19/15 | 8,000 | 46625H100 | JPM | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1a-k. DIRECTORS/All 11 Nominees | Issuer | ||
For | For | 2. Advisory resolution to approve executive compensation | Issuer | ||
For | For | 3. Ratification of independent registered public accounting firm | Issuer | ||
For | For | 4. Approval of amendment to Long-Term Incentive Plan | Issuer | ||
Against | Against | 5. Independent board chairman - require an independent Chair | Shareholder | ||
Against | Against | 6. Lobbying - report on policies, procedures and expenditures | Shareholder | ||
Against | Against | 7. Special shareowner meetings - reduce ownership threshold from 20% to 10% | Shareholder | ||
Against | Against | 8. How votes are counted - count votes using only for and against | Shareholder | ||
Against | Against | 9. Accelerated vesting provisions - report names of senior executives and value of equity awards that would vest if they resign to enter government service | Shareholder | ||
Against | Against | 10. Clawback disclosure policy - disclose whether the firm recouped any incentive compensation from senior executives | Shareholder | ||
Encana Corporation | 5/12/15 | 40,000 | 292505104 | ECA | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1. DIRECTORS / All 11 Nominees | Issuer | ||
For | For | 2. Appointment of auditor - PriceWaterhouseCoopers, LLP at a remuneration to be fixed by the Board of Directors | Issuer | ||
For | For | 3. Approval of amendments to the Corporation's Employee Stock Option Plan | Issuer | ||
For | For | 4. Approval of amendments to the Corporation's Articles of Incorporation | Issuer | ||
For | For | 5.Advisory vote approving the Corporation's approach to executive compensation | Issuer | ||
Apache Corporation | 5/14/15 | 7,000 | 037411105 | APA | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | 1-4. DIRECTORS/All 4 Nominees | Issuer | ||
For | For | 5. Ratification of Ernst & Young LLP as Apache's independent auditors | Issuer | ||
For | For | 6. Advisory vote to approve the compensation of Apache's named executive officers | Issuer | ||
For | For | 7. Approval of amendment to Apache's Restated Certificate of Incorporation to eliminate Apache's Classified Board of Directors | Issuer | ||
For | For | 8. Consideration of shareholder proposal regarding proxy access | Shareholder | ||
Silver Wheaton Corp. | 5/21/15 | 20,000 | 828336107 | SLW | |
Vote Cast | Management Vote | Proposal | Proposed by Issuer or Security Holder | ||
For | For | A. DIRECTORS/All 9 Nominees | Issuer | ||
For | For | B. In respect of the appointment of Deloitte LLP, independent registered public accounting firm, as auditors of the Company and authorizing the directors to fix their remuneration | Issuer | ||
For | For | C. A non-binding advisory resolution accepting the Company's approach to executive compensation | Issuer |
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, President
Date July 8, 2015