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: 811-1940
Smith Barney Appreciation Fund Inc.
(Exact name of registrant as specified in charter)
125 BROAD STREET, NEW YORK, NEW YORK 10004
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
300 First Stamford Place, 4th Floor
Stamford, Connecticut 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 203-890-7046
Date of fiscal year end: 12/31/
Date of reporting period: July 1, 2003–June 30, 2004
Item 1. Proxy Voting Record
<PRE> ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-01940 Reporting Period: 07/01/2003 - 06/30/2004 Smith Barney Appreciation Fund Inc. ===================== SMITH BARNEY APPRECIATION FUND INC. ====================== 3COM CORP. Ticker: COMS Security ID: 885535104 Meeting Date: SEP 23, 2003 Meeting Type: Annual Record Date: JUL 25, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce L. Claflin For For Management 1.2 Elect Director Paul G. Yovovich For For Management 2 Approve Omnibus Stock Plan For For Management 3 Amend Employee Stock Purchase Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 3COM CORPORATION Ticker: COMS Security ID: 885535 Meeting Date: SEP 23, 2003 Meeting Type: Annual Record Date: JUL 25, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 DIRECTOR For For Management 02 TO APPROVE THE 3COM 2003 STOCK PLAN WITH For For Management AN INITIAL SHARE RESERVE OF 20,000,000 AND THEREBY ELIMINATE THE SHARES AVAILABLE FOR FUTURE GRANTS UNDER THE COMPANY S PRIOR EQUITY COMPENSATION PLANS. 03 TO APPROVE AN INCREASE IN THE SHARE For For Management RESERVE UNDER THE COMPANY S 1984 EMPLOYEE STOCK PURCHASE PLAN BY 5,000,000 SHARES. 04 TO RATIFY THE APPOINTMENT OF DELOITTE & For For Management TOUCHE LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING MAY 28, 2004. - -------------------------------------------------------------------------------- ADVANCED MEDICAL OPTICS INC Ticker: AVO Security ID: 00763M108 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Grant For For Management 1.2 Elect Director Christopher Chavez For For Management 2 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- AGERE SYSTEMS INC Ticker: AGR.A Security ID: 00845V100 Meeting Date: FEB 19, 2004 Meeting Type: Annual Record Date: DEC 22, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Clemmer For For Management 1.2 Elect Director John T. Dickson For For Management - -------------------------------------------------------------------------------- ALCOA INC. Ticker: AA Security ID: 013817101 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: FEB 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alain J.P. Belda For For Management 1.2 Elect Director Carlos Ghosn For For Management 1.3 Elect Director Henry B. Schacht For For Management 1.4 Elect Director Franklin A. Thomas For For Management 2 Approve Omnibus Stock Plan For For Management 3 Report on Pay Disparity Against Against Shareholder 4 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote - -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: MAR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey P. Bezos For For Management 1.2 Elect Director Tom A. Alberg For For Management 1.3 Elect Director L. John Doerr For For Management 1.4 Elect Director William B. Gordon For For Management 1.5 Elect Director Myrtle S. Potter For For Management 1.6 Elect Director Thomas O. Ryder For For Management 1.7 Elect Director Patricia Q. Stonesifer For For Management 2 Ratify Auditors For For Management 3 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874107 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M. Bernard Aidinoff For For Management 1.2 Elect Director Pei-Yuan Chia For For Management 1.3 Elect Director Marshall A. Cohen For For Management 1.4 Elect Director Willaim S. Cohen For For Management 1.5 Elect Director Martin S. Feldstein For For Management 1.6 Elect Director Ellen V. Futter For For Management 1.7 Elect Director Maurice R. Greenberg For For Management 1.8 Elect Director Carla A. Hills For For Management 1.9 Elect Director Frank J. Hoenemeyer For For Management 1.10 Elect Director Richard C. Holbrooke For For Management 1.11 Elect Director Donald P. Kanak For For Management 1.12 Elect Director Howard I. Smith For For Management 1.13 Elect Director Martin J. Sullivan For For Management 1.14 Elect Director Edmund S.W. Tse For For Management 1.15 Elect Director Frank G. Zarb For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Approve Non-Employee Director Stock For For Management Option Plan 4 Ratify Auditors For For Management 5 Report on Political Against Against Shareholder Contributions/Activities 6 Divest from Tobacco Equities Against Against Shareholder 7 Link Executive Compensation to Predatory Against Against Shareholder Lending - -------------------------------------------------------------------------------- AMERICAN POWER CONVERSION CORP. Ticker: APCC Security ID: 029066107 Meeting Date: JUN 10, 2004 Meeting Type: Annual Record Date: APR 14, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors For For Management 2.1 Elect Director Rodger B. Dowdell, Jr. For For Management 2.2 Elect Director Emanuel E. Landsman For For Management 2.3 Elect Director Neil E. Rasmussen For For Management 2.4 Elect Director Ervin F. Lyon For For Management 2.5 Elect Director James D. Gerson For For Management 2.6 Elect Director John G. Kassakian For For Management 2.7 Elect Director John F. Keane, Sr. For For Management 2.8 Elect Director Ellen B. Richstone For For Management 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AUTOMATIC DATA PROCESSING, INC. Ticker: ADP Security ID: 053015 Meeting Date: NOV 11, 2003 Meeting Type: Annual Record Date: SEP 12, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 DIRECTOR For For Management 02 APPROVAL OF THE AMENDMENTS TO THE COMPANY For For Management S 2000 KEY EMPLOYEES STOCK OPTION PLAN 03 APPROVAL OF THE AMENDMENT TO THE COMPANY For For Management S EMPLOYEES SAVINGS- STOCK PURCHASE PLAN 04 APPROVAL OF THE COMPANY S 2003 DIRECTOR For For Management STOCK PLAN 05 APPOINTMENT OF DELOITTE & TOUCHE LLP For For Management - -------------------------------------------------------------------------------- AUTOMATIC DATA PROCESSING, INC. Ticker: ADP Security ID: 053015103 Meeting Date: NOV 11, 2003 Meeting Type: Annual Record Date: SEP 12, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory D. Brenneman For For Management 1.2 Elect Director Leslie A. Brun For For Management 1.3 Elect Director Gary C. Butler For For Management 1.4 Elect Director Joseph A. Califano, Jr. For For Management 1.5 Elect Director Leon G. Cooperman For For Management 1.6 Elect Director Ann Dibble Jordan For For Management 1.7 Elect Director Harvey M. Krueger For For Management 1.8 Elect Director Frederic V. Malek For For Management 1.9 Elect Director Henry Taub For For Management 1.10 Elect Director Arthur F. Weinbach For For Management 1.11 Elect Director Josh S. Weston For For Management 2 Amend Stock Option Plan For For Management 3 Amend Employee Stock Purchase Plan For For Management 4 Approve Outside Director Stock Awards in For For Management Lieu of Cash 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AVERY DENNISON CORP. Ticker: AVY Security ID: 053611109 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: FEB 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Directors Philip M. Neal For For Management 1.2 Elect Directors Frank V. Cahouet For For Management 1.3 Elect Directors Peter W. Mullin For For Management 1.4 Elect Directors Bruce E. Karatz For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- AVX CORPORATION Ticker: AVX Security ID: 002444 Meeting Date: JUL 22, 2003 Meeting Type: Annual Record Date: MAY 30, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 DIRECTOR For For Management 02 TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS, LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR COMMENCING APRIL 1, 2003. 03 TO TRANSACT ANY OTHER BUSINESS THAT MAY For For Management PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF. - -------------------------------------------------------------------------------- BANK ONE CORP. Ticker: ONE Security ID: 06423A103 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2.1 Elect Director John H. Bryan For For Management 2.2 Elect Director Stephen B. Burke For For Management 2.3 Elect Director James S. Crown For For Management 2.4 Elect Director James Dimon For For Management 2.5 Elect Director Maureen A. Fay For For Management 2.6 Elect Director Laban P. Jackson, Jr. For For Management 2.7 Elect Director John W. Kessler For For Management 2.8 Elect Director Robert I. Lipp For For Management 2.9 Elect Director Richard A. Manoogian For For Management 2.10 Elect Director David C. Novak For For Management 2.11 Elect Director John W. Rogers, Jr. For For Management 2.12 Elect Director Frederick P. Stratton, For For Management Jr. 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BERKSHIRE HATHAWAY INC. Ticker: BRK.A Security ID: 084670108 Meeting Date: MAY 1, 2004 Meeting Type: Annual Record Date: MAR 3, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Warren E. Buffett For For Management 1.2 Elect Director Charles T. Munger For For Management 1.3 Elect Director Susan T. Buffett For For Management 1.4 Elect Director Howard G. Buffett For For Management 1.5 Elect Director Malcolm G. Chace For For Management 1.6 Elect Director David S. Gottesman For For Management 1.7 Elect Director Charlotte Guyman For For Management 1.8 Elect Director Donald R. Keough For For Management 1.9 Elect Director Thomas S. Murphy For For Management 1.10 Elect Director Ronald L. Olson For For Management 1.11 Elect Director Walter Scott, Jr. For For Management 2 Report on Political Against Against Shareholder Contributions/Activities - -------------------------------------------------------------------------------- BIOGEN IDEC INC Ticker: BIIB Security ID: 09062X103 Meeting Date: JUN 16, 2004 Meeting Type: Annual Record Date: APR 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan Belzer For For Management 1.2 Elect Director Mary L. Good For For Management 1.3 Elect Director James C. Mullen For For Management 1.4 Elect Director Bruce R. Ross For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BIOGEN IDEC INC Ticker: BIIB Security ID: 449370105 Meeting Date: NOV 12, 2003 Meeting Type: Special Record Date: SEP 25, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- BIOGEN, INC. Ticker: Security ID: 090597 Meeting Date: NOV 12, 2003 Meeting Type: Special Record Date: SEP 26, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 TO APPROVE THE AGREEMENT AND PLAN OF For For Management MERGER, DATED AS OF JUNE 20, 2003, BY AND AMONG IDEC PHARMACEUTICALS CORPORATION, BRIDGES MERGER CORPORATION AND BIOGEN. 02 TO APPROVE ANY PROPOSAL TO ADJOURN THE For Against Management MEETING TO A LATER DATE, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF APPROVAL OF THE AGREEMENT AND PLAN OF MERGER. - -------------------------------------------------------------------------------- BIOGEN, INC. Ticker: Security ID: 090597105 Meeting Date: NOV 12, 2003 Meeting Type: Special Record Date: SEP 25, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For Against Management - -------------------------------------------------------------------------------- BOEING CO., THE Ticker: BA Security ID: 097023105 Meeting Date: MAY 3, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John H. Biggs For For Management 1.2 Elect Director John E. Bryson For For Management 1.3 Elect Director Linda Z. Cook For For Management 1.4 Elect Director Rozanne L. Ridgway For For Management 2 Reduce Supermajority Vote Requirement For For Management 3 Ratify Auditors For For Management 4 Develop Ethical Criteria for Military Against Against Shareholder Contracts 5 Adopt Amended Workplace Code of Conduct Against Against Shareholder 6 Declassify the Board of Directors Against For Shareholder 7 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter 8 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 9 Adopt a Policy that will Commit Executive Against Against Shareholder & Directors to Hold at least 75% of their Shares 10 Provide Employees Choice of Pension Plans Against Against Shareholder at Retirement or Termination - -------------------------------------------------------------------------------- BP PLC (FORM. BP AMOCO PLC ) Ticker: BP.PP Security ID: 055622104 Meeting Date: APR 15, 2004 Meeting Type: Annual Record Date: FEB 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lord Browne For For Management 1.2 Elect Director Dr B E Grote For For Management 1.3 Elect Director Mr H M P Miles For For Management 1.4 Elect Director Sir Robin Nicholson For For Management 1.5 Elect Director Mr R L Olver For For Management 1.6 Elect Director Sir Ian Prosser For For Management 2 TO ELECT MR A BURGMANS AS A DIRECTOR For For Management 3 Ratify Auditors For For Management 4 TO AMEND THE ARTICLES OF ASSOCIATION OF For For Management THE COMPANY 5 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For For Management SPECIFIED AMOUNT 6 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO For For Management ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS 7 SPECIAL RESOLUTION: TO GIVE LIMITED For For Management AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY 8 TO AUTHORISE THE USE OF TREASURY SHARES For For Management FOR EMPLOYEE SHARE SCHEMES 9 TO APPROVE THE DIRECTORS REMUNERATION For For Management REPORT 10 TO DETERMINE THE LIMIT FOR THE AGGREGATE For For Management REMUNERATION OF THE NON-EXECUTIVE DIRECTORS 11 TO RECEIVE THE DIRECTORS ANNUAL REPORT For For Management AND THE ACCOUNTS 12 SPECIAL SHAREHOLDER RESOLUTION: TO Against Against Shareholder INSTRUCT THE COMPANY TO PREPARE A REPORT MAKING CERTAIN DISCLOSURES ON MATTERS OF CONTROL AND RISK IN PROTECTED AND SENSITIVE AREAS - -------------------------------------------------------------------------------- BURLINGTON NORTHERN SANTA FE CORP. Ticker: BNI Security ID: 12189T104 Meeting Date: APR 21, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Boeckmann For For Management 1.2 Elect Director Vilma S. Martinez For For Management 1.3 Elect Director Marc F. Racicot For For Management 1.4 Elect Director Roy S. Roberts For For Management 1.5 Elect Director Matthew K. Rose For For Management 1.6 Elect Director Marc J. Shapiro For For Management 1.7 Elect Director J.C. Watts, Jr. For For Management 1.8 Elect Director Robert H. West For For Management 1.9 Elect Director J. Steven Whisler For For Management 1.10 Elect Director Edward E. Whitacre, Jr. For For Management 1.11 Elect Director Michael B. Yanney For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- C. R. BARD, INC. Ticker: BCR Security ID: 067383109 Meeting Date: APR 21, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony Welters For For Management 1.2 Elect Director Tony L. White For For Management 1.3 Elect Director Theodore E. Martin For For Management 1.4 Elect Director Timothy M. Ring For For Management 2 Approve Omnibus Stock Plan For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CANADIAN PACIFIC RAILWAY LTD (FORMERLY CANADIAN PACIFIC LTD. Ticker: CP. Security ID: 13645T100 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: MAR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Stephen Bachand as a Director For For Management 1.2 Elect John Cleghorn as a Director For For Management 1.3 Elect Tim Faithfull as a Director For For Management 1.4 Elect Jacques Lamarre as a Director For For Management 1.5 Elect James Newall as a Director For For Management 1.6 Elect Dr. James Nininger as a Director For For Management 1.7 Elect Madeleine Paquin as a Director For For Management 1.8 Elect Michael Phelps as a Director For For Management 1.9 Elect Roger Phillips as a Director For For Management 1.10 Elect Robert Ritchie as a Director For For Management 1.11 Elect Michael Wright as a Director For For Management 2 Appoint PricewaterhouseCoopers LLP as For For Management Auditors - -------------------------------------------------------------------------------- CHUBB CORP., THE Ticker: CB Security ID: 171232101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Zoe Baird For For Management 1.2 Elect Director Sheila P. Burke For For Management 1.3 Elect Director James I. Cash, Jr. For For Management 1.4 Elect Director Joel J. Cohen For For Management 1.5 Elect Director James M. Cornelius For For Management 1.6 Elect Director John D. Finnegan For For Management 1.7 Elect Director David H. Hoag For For Management 1.8 Elect Director Klaus J. Mangold For For Management 1.9 Elect Director Sir David G. Scholey, CBE For For Management 1.10 Elect Director Raymond G. H. Seitz For For Management 1.11 Elect Director Lawrence M. Small For For Management 1.12 Elect Director Daniel E. Somers For For Management 1.13 Elect Director Karen Hastie Williams For For Management 1.14 Elect Director James M. Zimmerman For For Management 1.15 Elect Director Alfred W. Zollar For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Non-Employee Director Omnibus For For Management Stock Plan 4 Ratify Auditors For For Management 5 Report on Political Against Against Shareholder Contributions/Activities - -------------------------------------------------------------------------------- CIRRUS LOGIC, INC. Ticker: CRUS Security ID: 172755 Meeting Date: JUL 31, 2003 Meeting Type: Annual Record Date: JUN 2, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 DIRECTOR For For Management 02 TO APPROVE AN AMENDMENT TO THE CIRRUS For For Management LOGIC THIRD AMENDED AND RESTATED 1989 EMPLOYEE STOCK PURCHASE PLAN, INCREASING THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE TO PURCHASE UNDER THE PLAN BY 1,500,000 SHARES. 03 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY. 04 TO TRANSACT SUCH OTHER BUSINESS AS MAY For For Management PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 11, 2003 Meeting Type: Annual Record Date: SEP 12, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director Larry R. Carter For For Management 1.3 Elect Director John T. Chambers For For Management 1.4 Elect Director Dr. James F. Gibbons For For Management 1.5 Elect Director Dr. John L. Hennessy For For Management 1.6 Elect Director Roderick C. McGeary For For Management 1.7 Elect Director James C. Morgan For For Management 1.8 Elect Director John P. Morgridge For For Management 1.9 Elect Director Donald T. Valentine For For Management 1.10 Elect Director Steven M. West For For Management 1.11 Elect Director Jerry Yang For For Management 2 Amend Employee Stock Purchase Plan For For Management 3 Ratify Auditors For For Management 4 Report on Company Products Used by the Against Against Shareholder Government to Monitor the Internet 5 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R Meeting Date: NOV 11, 2003 Meeting Type: Annual Record Date: SEP 12, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 DIRECTOR For For Management 02 TO APPROVE AN AMENDMENT AND RESTATEMENT For For Management OF THE EMPLOYEE STOCK PURCHASE PLAN, INCLUDING AN INCREASE OF 100,000,000 SHARES AUTHORIZED FOR ISSUANCE UNDER THE PLAN AND A 5-YEAR EXTENSION OF THE PLAN, AS MORE FULLY SET FORTH IN THE ACCOMPANYING PROXY STATEMENT 03 TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS CISCO S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JULY 31, 2004. 04 PROPOSAL SUBMITTED BY A SHAREHOLDER THAT Against Against Shareholder THE BOARD PREPARE A REPORT EACH FISCAL YEAR ON CISCO HARDWARE AND SOFTWARE PROVIDED TO GOVERNMENT AGENCIES AND STATE-OWNED COMMUNICATIONS OR INFORMATION TECHNOLOGY ENTITIES IN ANY COUNTRY, AS MORE FULLY SET FORTH I 05 PROPOSAL SUBMITTED BY SHAREHOLDERS THAT Against Against Shareholder THE BOARD S COMPENSATION COMMITTEE PREPARE AND MAKE AVAILABLE BY JANUARY 1, 2004, A REPORT COMPARING TOTAL COMPENSATION OF THE COMPANY S TOP EXECUTIVES AND ITS LOWEST PAID WORKERS IN THE U.S. AND ABROAD AS OF SPECIF - -------------------------------------------------------------------------------- COCA-COLA COMPANY, THE Ticker: KO Security ID: 191216100 Meeting Date: APR 21, 2004 Meeting Type: Annual Record Date: FEB 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert A. Allen For For Management 1.2 Elect Director Ronald W. Allen For For Management 1.3 Elect Director Cathleen P. Black For For Management 1.4 Elect Director Warren E. Buffett For For Management 1.5 Elect Director Douglas N. Daft For For Management 1.6 Elect Director Barry Diller For For Management 1.7 Elect Director Donald R. Keough For For Management 1.8 Elect Director Susan Bennett King For For Management 1.9 Elect Director Maria Elena Lagomasino For For Management 1.10 Elect Director Donald F. Mchenry For For Management 1.11 Elect Director Robert L. Nardelli For For Management 1.12 Elect Director Sam Nunn For For Management 1.13 Elect Director J. Pedro Reinhard For For Management 1.14 Elect Director James D. Robinson III For For Management 1.15 Elect Director Peter V. Ueberroth For For Management 1.16 Elect Director James B. Williams For For Management 2 Ratify Auditors For For Management 3 Report on Operational Impact of HIV/AIDS For For Shareholder Pandemic 4 Report on Stock Option Distribution by Against Against Shareholder Race and Gender 5 Prohibit Awards to Executives Against Against Shareholder 6 Submit Executive Compensation to Vote Against Against Shareholder 7 Submit Executive Compensation to Vote Against Against Shareholder 8 Implement China Principles Against Against Shareholder 9 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- COMERICA INC. Ticker: CMA Security ID: 200340107 Meeting Date: MAY 18, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ralph W. Babb, Jr. For For Management 1.2 Elect Director James F. Cordes For For Management 1.3 Elect Director Peter D. Cummings For For Management 1.4 Elect Director Todd W. Herrick For For Management 1.5 Elect Director William P. Vititoe For For Management 1.6 Elect Director Kenneth L. Way For For Management 2 Approve Employee Stock Purchase Plan For For Management 3 Approve Non-Employee Director Omnibus For For Management Stock Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K Meeting Date: JAN 29, 2004 Meeting Type: Annual Record Date: DEC 5, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 DIRECTOR For For Management 02 SHAREHOLDER PROPOSAL TO ELECT DIRECTORS Against For Shareholder ANNUALLY AND NOT BY CLASSES. 03 SHAREHOLDER PROPOSAL TO DEVELOP A POLICY Against Against Shareholder FOR LAND PROCUREMENT. 04 RATIFICATION OF SELECTION OF INDEPENDENT For For Management AUDITORS. - -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 29, 2004 Meeting Type: Annual Record Date: DEC 5, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Benjamin S. Carson, Sr., For For Management M.D. as Class II Director 1.2 Elect Director Hamilton E. James as Class For For Management II Director 1.3 Elect Director Jill S. Ruckelshaus as For For Management Class II Director 1.4 Elect Director William H. Gates, II as For For Management Class II Director 1.5 Elect Director Daniel J. Evans as Class I For For Management Director 2 Declassify the Board of Directors Against For Shareholder 3 Develop Land Procurement Policy Against Against Shareholder 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DEERE & CO. Ticker: DE Security ID: 244199105 Meeting Date: FEB 25, 2004 Meeting Type: Annual Record Date: DEC 31, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert W. Lane For For Management 1.2 Elect Director Antonio Madero B. For For Management 1.3 Elect Director Aulana L. Peters For For Management 1.4 Elect Director John R. Walter For For Management - -------------------------------------------------------------------------------- DEVON ENERGY CORP. Ticker: DVN Security ID: 25179M103 Meeting Date: JUN 8, 2004 Meeting Type: Annual Record Date: APR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas F. Ferguson For For Management 1.2 Elect Director Peter J. Fluor For For Management 1.3 Elect Director David M. Gavin For For Management 1.4 Elect Director Michael E. Gellert For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- E.I. DU PONT DE NEMOURS & CO. Ticker: DD Security ID: 263534109 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alain J. P. Belda For For Management 1.2 Elect Director Richard H. Brown For For Management 1.3 Elect Director Curtis J. Crawford For For Management 1.4 Elect Director John T. Dillon For For Management 1.5 Elect Director Louisa C. Duemling For For Management 1.6 Elect Director Charles O. Holliday, Jr. For For Management 1.7 Elect Director Deborah C. Hopkins For For Management 1.8 Elect Director Lois D. Juliber For For Management 1.9 Elect Director Masahisa Naitoh For For Management 1.10 Elect Director William K. Reilly For For Management 1.11 Elect Director H. Rodney Sharp, III For For Management 1.12 Elect Director Charles M. Vest For For Management 2 Ratify Auditors For For Management 3 Report on Executive Ties to Government Against Against Shareholder 4 Adopt and Report on a Code of Corporate Against Against Shareholder Conduct 5 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- ELI LILLY AND CO. Ticker: LLY Security ID: 532457108 Meeting Date: APR 19, 2004 Meeting Type: Annual Record Date: FEB 13, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven C. Beering For For Management 1.2 Elect Director Winfried Bischoff For For Management 1.3 Elect Director Franklyn G. Prendergast For For Management 1.4 Elect Director Kathi P. Seifert For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Limit Executive Compensation Against Against Shareholder 5 Report on Drug Pricing Against Against Shareholder - -------------------------------------------------------------------------------- ENCANA CORP[FORMERLY PANCANADIAN ENERGY CORP Ticker: ECA. Security ID: 292505104 Meeting Date: APR 28, 2004 Meeting Type: Annual/Special Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael N. Chernoff For For Management 1.2 Elect Director Ralph S. Cunningham For For Management 1.3 Elect Director Patrick D. Daniel For For Management 1.4 Elect Director Ian W. Delaney For For Management 1.5 Elect Director William R. Fatt For For Management 1.6 Elect Director Michael A. Grandin For For Management 1.7 Elect Director Barry W. Harrison For For Management 1.8 Elect Director Richard F. Haskayne For For Management 1.9 Elect Director Dale A. Lucas For For Management 1.10 Elect Director Ken F. McCready For For Management 1.11 Elect Director Gwyn Morgan For For Management 1.12 Elect Director Valerie A.A. Nielsen For For Management 1.13 Elect Director David P. O'Brien For For Management 1.14 Elect Director Jane L. Peverett For For Management 1.15 Elect Director Dennis A. Sharp For For Management 1.16 Elect Director James M. Stanford For For Management 2 Approve Auditors and Authorize Board to For For Management Fix Remuneration of Auditors 3 Adopt New By-Law No. 1 For For Management 4 Amend Shareholder Rights Plan (Poison For For Management Pill) - -------------------------------------------------------------------------------- ENCYSIVE PHARMACEUTICALS, INC. Ticker: ENCY Security ID: 29256X107 Meeting Date: MAY 11, 2004 Meeting Type: Annual Record Date: MAR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John M. Pietruski For For Management 1.2 Elect Director Ron J. Anderson For For Management 1.3 Elect Director Frank C. Carlucci For For Management 1.4 Elect Director Robert J. Cruikshank For For Management 1.5 Elect Director Richard A. F. Dixon For For Management 1.6 Elect Director Bruce D. Given For For Management 1.7 Elect Director Suzanne Oparil For For Management 1.8 Elect Director William R. Ringo, Jr. For For Management 1.9 Elect Director James A. Thomson For For Management 1.10 Elect Director James T. Willerson For For Management 2 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- ENSCO INTERNATIONAL, INC. Ticker: ESV Security ID: 26874Q100 Meeting Date: MAY 11, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David M. Carmichael For For Management 1.2 Elect Director Thomas L. Kelly II For For Management 1.3 Elect Director Rita M. Rodriguez For For Management - -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 26, 2004 Meeting Type: Annual Record Date: APR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Boskin For For Management 1.2 Elect Director James R. Houghton For For Management 1.3 Elect Director William R. Howell For For Management 1.4 Elect Director Reatha Clark King For For Management 1.5 Elect Director Philip E. Lippincott For For Management 1.6 Elect Director Harry J. Longwell For For Management 1.7 Elect Director Henry A. McKinnell, Jr. For For Management 1.8 Elect Director Marilyn Carlson Nelson For For Management 1.9 Elect Director Lee R. Raymond For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director Rex W. Tillerson For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Restricted For For Management Stock Plan 4 Affirm Political Nonpartisanship Against Against Shareholder 5 Report on Political Against Against Shareholder Contributions/Activities 6 Report on Equatorial Guinea Against Against Shareholder 7 Separate Chairman and CEO Positions Against Against Shareholder 8 Prohibit Awards to Executives Against Against Shareholder 9 Report on Stock Option Distribution by Against Against Shareholder Race and Gender 10 Amend EEO Statement to Include Reference Against For Shareholder to Sexual Orientation 11 Report on Climate Change Research Against Against Shareholder - -------------------------------------------------------------------------------- FAIRMONT HOTELS & RESORTS Ticker: FHR. Security ID: 305204109 Meeting Date: APR 27, 2004 Meeting Type: Annual/Special Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. E. Bachand For For Management 1.2 Elect Director W. R. Fatt For For Management 1.3 Elect Director P. C. Godsoe For For Management 1.4 Elect Director M. J. Kowalski For For Management 1.5 Elect Director D. P. O'Brien For For Management 1.6 Elect Director K. M. Rose For For Management 1.7 Elect Director J. L. Sharpe For For Management 1.8 Elect Director L. P. Sharpe For For Management 1.9 Elect Director R. S. Singer For For Management 1.10 Elect Director C. S. Taylor For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Reconfirm Shareholder Rights Plan (Poison For For Management Pill) - -------------------------------------------------------------------------------- FIFTH THIRD BANCORP Ticker: FITB Security ID: 316773100 Meeting Date: MAR 23, 2004 Meeting Type: Annual Record Date: JAN 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Darryl F. Allen For For Management 1.2 Elect Director Allen M. Hill For For Management 1.3 Elect Director Dr Mitchel D Livingston For For Management 1.4 Elect Director Hendrik G. Meijer For For Management 1.5 Elect Director James E. Rogers For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Adopt Sexual Orientation None For Shareholder Non-Discrimination Policy - -------------------------------------------------------------------------------- FIRST DATA CORP. Ticker: FDC Security ID: 319963104 Meeting Date: OCT 28, 2003 Meeting Type: Special Record Date: SEP 8, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management - -------------------------------------------------------------------------------- FIRST DATA CORPORATION Ticker: FDC Security ID: 319963 Meeting Date: OCT 28, 2003 Meeting Type: Special Record Date: SEP 8, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 TO APPROVE THE ISSUANCE OF SHARES OF For For Management FIRST DATA COMMON STOCK AS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 1, 2003, AMONG FIRST DATA CORPORATION, MONACO SUBSIDIARY CORPORATION, A WHOLLY OWNED SUBSIDIARY OF FIRST DATA CORPORATION, - -------------------------------------------------------------------------------- FLORIDA EAST COAST INDUSTRIES, INC. Ticker: FLA Security ID: 340632108 Meeting Date: JUN 3, 2004 Meeting Type: Annual Record Date: APR 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert W. Anestis For For Management 1.2 Elect Director Robert D. Fagan For For Management 1.3 Elect Director David M. Foster For For Management 1.4 Elect Director Allen C. Harper For For Management 1.5 Elect Director Adolfo Henriques For For Management 1.6 Elect Director James E. Jordan For For Management 1.7 Elect Director Gilbert H. Lamphere For For Management 1.8 Elect Director John S. Lord For For Management 1.9 Elect Director Joseph Nemec For For Management 1.10 Elect Director Herbert H. Peyton For For Management 1.11 Elect Director James J. Pieczynski For For Management 1.12 Elect Director W. L. Thornton For For Management - -------------------------------------------------------------------------------- FOREST CITY ENTERPRISES, INC. Ticker: FCE.A Security ID: 345550107 Meeting Date: JUN 8, 2004 Meeting Type: Annual Record Date: APR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael P. Esposito, Jr. For For Management 1.2 Elect Director Joan K. Shafran For Withhold Management 1.3 Elect Director Louis Stokes For For Management 1.4 Elect Director Stan Ross For For Management 2 Amend Stock Option Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GANNETT CO., INC. Ticker: GCI Security ID: 364730101 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James A. Johnson For For Management 1.2 Elect Director Douglas H. McCorkindale For For Management 1.3 Elect Director Stephen P. Munn For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James I. Cash, Jr. For For Management 1.2 Elect Director Dennis D. Dammerman For For Management 1.3 Elect Director Ann M. Fudge For For Management 1.4 Elect Director Claudio X. Gonzalez For For Management 1.5 Elect Director Jeffrey R. Immelt For For Management 1.6 Elect Director Andrea Jung For For Management 1.7 Elect Director Alan G. Lafley For For Management 1.8 Elect Director Kenneth G. Langone For For Management 1.9 Elect Director Ralph S. Larsen For For Management 1.10 Elect Director Rochelle B. Lazarus For For Management 1.11 Elect Director Sam Nunn For For Management 1.12 Elect Director Roger S. Penske For For Management 1.13 Elect Director Robert J. Swieringa For For Management 1.14 Elect Director Douglas A. Warner III For For Management 1.15 Elect Director Robert C. Wright For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Provide for Cumulative Voting Against For Shareholder 5 Eliminate Animal Testing Against Against Shareholder 6 Report on Nuclear Fuel Storage Risks Against Against Shareholder 7 Report on PCB Clean-up Against Against Shareholder 8 Report on Foreign Outsourcing Against Against Shareholder 9 Prepare Sustainability Report Against Against Shareholder 10 Limit Composition of Management Against Against Shareholder Development and Compensation Committee to Independent Directors 11 Report on Pay Disparity Against Against Shareholder 12 Limit Awards to Executives Against Against Shareholder 13 Limit Board Service for Other Companies Against For Shareholder 14 Separate Chairman and CEO Positions Against Against Shareholder 15 Hire Advisor/Maximize Shareholder Value Against Against Shareholder 16 Adopt a Retention Ratio for Executives Against Against Shareholder and Directors 17 Require 70% to 80% Independent Board Against Against Shareholder 18 Report on Political Against Against Shareholder Contributions/Activities - -------------------------------------------------------------------------------- GENERAL MILLS, INC. Ticker: GIS Security ID: 370334 Meeting Date: SEP 22, 2003 Meeting Type: Annual Record Date: JUL 24, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 DIRECTOR For For Management 02 APPROVAL OF APPOINTMENT OF KPMG LLP AS For For Management INDEPENDENT AUDITOR. 03 ADOPTION OF THE GENERAL MILLS, INC. 2003 For For Management STOCK COMPENSATION PLAN. - -------------------------------------------------------------------------------- GENERAL MILLS, INC. Ticker: GIS Security ID: 370334104 Meeting Date: SEP 22, 2003 Meeting Type: Annual Record Date: JUL 24, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen R. Demeritt For For Management 1.2 Elect Director Livio D. DeSimone For For Management 1.3 Elect Director William T. Esrey For For Management 1.4 Elect Director Raymond V. Gilmartin For For Management 1.5 Elect Director Judith Richards Hope For For Management 1.6 Elect Director Robert L. Johnson For For Management 1.7 Elect Director John M. Keenan For For Management 1.8 Elect Director Heidi G. Miller For For Management 1.9 Elect Director Hilda Ochoa-Brillembourg For For Management 1.10 Elect Director Stephen W. Sanger For For Management 1.11 Elect Director A. Michael Spence For For Management 1.12 Elect Director Dorothy A. Terrell For For Management 1.13 Elect Director Raymond G. Viault For For Management 1.14 Elect Director Paul S. Walsh For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- GLOBAL SANTA FE CORP.(FORMERLY SANTA FE INTERNATIONAL CORP) Ticker: GSF Security ID: G3930E101 Meeting Date: JUN 9, 2004 Meeting Type: Annual Record Date: APR 7, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ferdinand A. Berger For For Management 1.2 Elect Director Khaled R. Al-Haroon For For Management 1.3 Elect Director Edward R. Muller For For Management 1.4 Elect Director Paul J. Powers For For Management 1.5 Elect Director John L. Whitmire For For Management 2 PROPOSAL TO APPROVE A SPECIAL RESOLUTION For For Management TO AMEND THE COMPANY S AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO PERMIT TELEPHONIC AND INTERNET VOTING BY RECORD SHAREHOLDERS. 3 PROPOSAL TO APPROVE A SPECIAL RESOLUTION For For Management TO AMEND THE COMPANY S AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO REMOVE THE LANGUAGE NO SHARE OWNERSHIP QUALIFICATION FOR DIRECTORS SHALL BE REQUIRED. 4 PROPOSAL TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE YEAR ENDING DECEMBER 31, 2004. - -------------------------------------------------------------------------------- H. J. HEINZ CO. Ticker: HNZ Security ID: 423074103 Meeting Date: SEP 12, 2003 Meeting Type: Annual Record Date: JUL 18, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William R. Johnson For For Management 1.2 Elect Director Charles E. Bunch For For Management 1.3 Elect Director Mary C. Choksi For For Management 1.4 Elect Director Leonard S. Coleman, Jr. For For Management 1.5 Elect Director Peter H. Coors For For Management 1.6 Elect Director Edith E. Holiday For For Management 1.7 Elect Director Candace Kendle For For Management 1.8 Elect Director Dean R. O'Hare For For Management 1.9 Elect Director Lynn C. Swann For For Management 1.10 Elect Director Thomas J. Usher For For Management 1.11 Elect Director James M. Zimmerman For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- H.J. HEINZ COMPANY Ticker: HNZ Security ID: 423074 Meeting Date: SEP 12, 2003 Meeting Type: Annual Record Date: JUL 18, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 DIRECTOR For For Management 02 RATIFICATION OF AUDITORS. For For Management - -------------------------------------------------------------------------------- HERSHEY FOODS CORP. Ticker: HSY Security ID: 427866108 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.A. Boscia For For Management 1.2 Elect Director R.H. Campbell For For Management 1.3 Elect Director R.F. Cavanaugh For For Management 1.4 Elect Director G.P. Coughlan For For Management 1.5 Elect Director H. Edelman For For Management 1.6 Elect Director B.G. Hill For For Management 1.7 Elect Director R.H. Lenny For For Management 1.8 Elect Director M.J. Mcdonald For For Management 1.9 Elect Director M.J. Toulantis For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL, INC. Ticker: HON Security ID: 438516106 Meeting Date: APR 26, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James J. Howard For Withhold Management 1.2 Elect Director Bruce Karatz For Withhold Management 1.3 Elect Director Russell E. Palmer For Withhold Management 1.4 Elect Director Ivan G. Seidenberg For Withhold Management 1.5 Elect Director Eric K. Shinseki For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors Against For Shareholder 4 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter 5 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 6 Report on Pay Disparity Against Against Shareholder 7 Provide for Cumulative Voting Against For Shareholder - -------------------------------------------------------------------------------- HUDSON HIGHLAND GROUP, INC. Ticker: HHGP Security ID: 443792106 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: MAR 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jon Chait For For Management 1.2 Elect Director Jennifer Laing For For Management 1.3 Elect Director Nicholas G. Moore For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Employee Stock Purchase Plan For Against Management - -------------------------------------------------------------------------------- IAC / INTERACTIVECORP Ticker: IACI Security ID: 45840Q101 Meeting Date: JUN 23, 2004 Meeting Type: Annual Record Date: APR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard N. Barton For For Management 1.2 Elect Director Robert R. Bennett For For Management 1.3 Elect Director Edgar Bronfman, Jr. For For Management 1.4 Elect Director Barry Diller For For Management 1.5 Elect Director Victor A. Kaufman For For Management 1.6 Elect Director Donald R. Keough For For Management 1.7 Elect Director Marie-Josee Kravis For For Management 1.8 Elect Director John C. Malone For For Management 1.9 Elect Director Steven Rattner For For Management 1.10 Elect Director Gen. H.N. Schwarzkopf For For Management 1.11 Elect Director Alan G. Spoon For For Management 1.12 Elect Director Diane Von Furstenberg For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- IDEC PHARMACEUTICALS CORPORATION Ticker: Security ID: 449370 Meeting Date: NOV 12, 2003 Meeting Type: Special Record Date: SEP 25, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 PROPOSAL TO APPROVE THE ISSUANCE OF For For Management SHARES OF IDEC PHARMACEUTICALS CORPORATION COMMON STOCK UNDER THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 20, 2003, BY AND AMONG IDEC, BRIDGES MERGER CORPORATION AND BIOGEN, INC. 02 PROPOSAL TO AMEND IDEC PHARMACEUTICAL For For Management CORPORATION S CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 500,000,000 TO 1,000,000,000 AND TO CHANGE THE NAME OF THE CORPORATION TO BIOGEN IDEC INC., EFFECTIVE UPON COMPLETION O 03 PROPOSAL TO APPROVE THE 2003 OMNIBUS For For Management EQUITY PLAN, EFFECTIVE UPON COMPLETION OF THE MERGER. 04 PROPOSAL TO APPROVE THE PERFORMANCE BASED For For Management MANAGEMENT INCENTIVE PLAN, EFFECTIVE UPON COMPLETION OF THE MERGER. 05 PROPOSAL TO ADJOURN THE SPECIAL MEETING, For For Management IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE FOREGOING PROPOSALS. - -------------------------------------------------------------------------------- INTEL CORP. Ticker: INTC Security ID: 458140100 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Craig R. Barrett For For Management 1.2 Elect Director Charlene Barshefsky For For Management 1.3 Elect Director E. John P. Browne For For Management 1.4 Elect Director Andrew S. Grove For For Management 1.5 Elect Director D. James Guzy For For Management 1.6 Elect Director Reed E. Hundt For For Management 1.7 Elect Director Paul S. Otellini For For Management 1.8 Elect Director David S. Pottruck For For Management 1.9 Elect Director Jane E. Shaw For For Management 1.10 Elect Director John L. Thornton For For Management 1.11 Elect Director David B. Yoffie For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Expense Stock Options Against For Shareholder 5 Limit/Prohibit Awards to Executives Against Against Shareholder 6 Performance- Based/Indexed Options Against Against Shareholder - -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Ticker: IBM Security ID: 459200101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cathleen Black For For Management 1.2 Elect Director Kenneth I. Chenault For For Management 1.3 Elect Director Carlos Ghosn For For Management 1.4 Elect Director Nannerl O. Keohane For For Management 1.5 Elect Director Charles F. Knight For For Management 1.6 Elect Director Lucio A. Noto For For Management 1.7 Elect Director Samuel J. Palmisano For For Management 1.8 Elect Director John B. Slaughter For For Management 1.9 Elect Director Joan E. Spero For For Management 1.10 Elect Director Sidney Taurel For For Management 1.11 Elect Director Charles M. Vest For For Management 1.12 Elect Director Lorenzo H. Zambrano For For Management 2 Ratify Auditors For For Management 3 Ratify Auditors for the Company's For For Management Business Consulting Services Unit 4 Approve Executive Incentive Bonus Plan For For Management 5 Provide for Cumulative Voting Against For Shareholder 6 Amend Pension and Retirement Medical Against Against Shareholder Insurance Plans 7 Submit Executive Compensation to Vote Against For Shareholder 8 Expense Stock Options Against For Shareholder 9 Limit Awards to Executives Against Against Shareholder 10 China Principles Against Against Shareholder 11 Report on Political Against Against Shareholder Contributions/Activities 12 Report on Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: FEB 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gerard N. Burrow For For Management 1.2 Elect Director Mary S. Coleman For For Management 1.3 Elect Director James G. Cullen For For Management 1.4 Elect Director Robert J. Darretta For For Management 1.5 Elect Director M. Judah Folkman For For Management 1.6 Elect Director Ann D. Jordan For For Management 1.7 Elect Director Arnold G. Langbo For For Management 1.8 Elect Director Susan L. Lindquist For For Management 1.9 Elect Director Leo F. Mullin For For Management 1.10 Elect Director Steven S Reinemund For For Management 1.11 Elect Director David Satcher For For Management 1.12 Elect Director Henry B. Schacht For For Management 1.13 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Cease Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- KEYSPAN CORPORATION Ticker: KSE Security ID: 49337W100 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert B. Catell For For Management 1.2 Elect Director Andrea S. Christensen For For Management 1.3 Elect Director Alan H. Fishman For For Management 1.4 Elect Director J. Atwood Ives For For Management 1.5 Elect Director James R. Jones For For Management 1.6 Elect Director James L. Larocca For For Management 1.7 Elect Director Gloria C. Larson For For Management 1.8 Elect Director Stephen W. Mckessy For For Management 1.9 Elect Director Edward D. Miller For For Management 1.10 Elect Director Vikki L. Pryor For For Management 2 Ratify Auditors For For Management 3 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- KIMBERLY-CLARK CORP. Ticker: KMB Security ID: 494368103 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pastora San Juan Cafferty For For Management 1.2 Elect Director Claudio X. Gonzalez For For Management 1.3 Elect Director Linda Johnson Rice For For Management 1.4 Elect Director Marc J. Shapiro For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- KRAFT FOODS INC Ticker: KFT Security ID: 50075N104 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 3, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Louis C. Camilleri For For Management 1.2 Elect Director Roger K. Deromedi For For Management 1.3 Elect Director Dinyar S. Devitre For For Management 1.4 Elect Director W. James Farrell For For Management 1.5 Elect Director Betsy D. Holden For For Management 1.6 Elect Director John C. Pope For For Management 1.7 Elect Director Mary L. Schapiro For For Management 1.8 Elect Director Charles R. Wall For For Management 1.9 Elect Director Deborah C. Wright For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LIBERTY MEDIA CORP. Ticker: L Security ID: 530718105 Meeting Date: JUN 9, 2004 Meeting Type: Annual Record Date: APR 21, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert R. Bennett For For Management 1.2 Elect Director Paul A. Gould For For Management 1.3 Elect Director John C. Malone For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LOCKHEED MARTIN CORP. Ticker: LMT Security ID: 539830109 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E.C. 'Pete' Aldridge, Jr. For For Management 1.2 Elect Director Nolan D. Archibald For For Management 1.3 Elect Director Norman R. Augustine For Withhold Management 1.4 Elect Director Marcus C. Bennett For For Management 1.5 Elect Director Vance D. Coffman For For Management 1.6 Elect Director Gwendolyn S. King For For Management 1.7 Elect Director Douglas H. McCorkindale For For Management 1.8 Elect Director Eugene F. Murphy For For Management 1.9 Elect Director Joseph W. Ralston For Withhold Management 1.10 Elect Director Frank Savage For For Management 1.11 Elect Director Anne Stevens For For Management 1.12 Elect Director Robert J. Stevens For For Management 1.13 Elect Director James R. Ukropina For For Management 1.14 Elect Director Douglas C. Yearley For For Management 2 Ratify Auditors For For Management 3 Report on Executive Ties to Government Against Against Shareholder 4 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 5 Prohibit Auditor from Providing Non-Audit Against Against Shareholder Services 6 Develop Ethical Criteria for Military Against Against Shareholder Contracts - -------------------------------------------------------------------------------- LSI LOGIC CORP. Ticker: LSI Security ID: 502161102 Meeting Date: MAY 6, 2004 Meeting Type: Annual Record Date: MAR 11, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Wilfred J. Corrigan For For Management 1.2 Elect Director James H. Keyes For For Management 1.3 Elect Director Malcolm R. Currie For For Management 1.4 Elect Director T.Z. Chu For For Management 1.5 Elect Director R. Douglas Norby For For Management 1.6 Elect Director Matthew J. O'Rourke For For Management 1.7 Elect Director Gregorio Reyes For For Management 1.8 Elect Director Larry W. Sonsini For For Management 2 Amend Employee Stock Purchase Plan For For Management 3 Amend Employee Stock Purchase Plan For For Management 4 Approve/Amend Executive Incentive Bonus For For Management Plan 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LUCENT TECHNOLOGIES INC. Ticker: LU Security ID: 549463107 Meeting Date: FEB 18, 2004 Meeting Type: Annual Record Date: DEC 22, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Karl J. Krapek For For Management 1.2 Elect Director Patricia F. Russo For For Management 1.3 Elect Director Henry B. Schacht For For Management 1.4 Elect Director Franklin A. Thomas For For Management 2 Declassify the Board of Directors and For For Management Amend Director Removal Provision 3 Approve Non-Employee Director Omnibus For For Management Stock Plan 4 Approve Reverse Stock Split For For Management 5 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 6 Prohibit Awards to Executives Against Against Shareholder - -------------------------------------------------------------------------------- M & T BANK CORP. Ticker: MTB Security ID: 55261F104 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Allyn For For Management 1.2 Elect Director Brent D. Baird For For Management 1.3 Elect Director Robert J. Bennett For For Management 1.4 Elect Director C. Angela Bontempo For For Management 1.5 Elect Director Robert T. Brady For For Management 1.6 Elect Director Emerson L. Brumback For For Management 1.7 Elect Director Michael D. Buckley For For Management 1.8 Elect Director Patrick J. Callan For For Management 1.9 Elect Director R. Carlos Carballada For For Management 1.10 Elect Director T. Jefferson Cunningham For For Management III 1.11 Elect Director Donald Devorris For For Management 1.12 Elect Director Richard E. Garman For For Management 1.13 Elect Director James V. Glynn For For Management 1.14 Elect Director Derek C. Hathaway For For Management 1.15 Elect Director Daniel R. Hawbaker For For Management 1.16 Elect Director Patrick W.E. Hodgson For For Management 1.17 Elect Director Gary Kennedy For For Management 1.18 Elect Director Richard G. King For For Management 1.19 Elect Director Reginald B. Newman, II For For Management 1.20 Elect Director Jorge G. Pereira For For Management 1.21 Elect Director Michael P. Pinto For For Management 1.22 Elect Director Robert E. Sadler, Jr. For For Management 1.23 Elect Director Eugene J. Sheehy For For Management 1.24 Elect Director Stephen G. Sheetz For For Management 1.25 Elect Director Herbert L. Washington For For Management 1.26 Elect Director Robert G. Wilmers For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MAXTOR CORP. Ticker: MXO Security ID: 577729205 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul J. Tufano For For Management 1.2 Elect Director Charles M. Boesenberg For For Management 1.3 Elect Director Michael R. Cannon For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 589331107 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: FEB 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter C. Wendell For For Management 1.2 Elect Director William G. Bowen For For Management 1.3 Elect Director William M. Daley For For Management 1.4 Elect Director Thomas E. Shenk For For Management 1.5 Elect Director Wendell P. Weeks For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Prohibit Awards to Executives Against Against Shareholder 5 Develop Ethical Criteria for Patent Against Against Shareholder Extension 6 Link Executive Compensation to Social Against Against Shareholder Issues 7 Report on Political Contributions Against Against Shareholder 8 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic - -------------------------------------------------------------------------------- MEREDITH CORP. Ticker: MDP Security ID: 589433101 Meeting Date: NOV 10, 2003 Meeting Type: Annual Record Date: SEP 11, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert M. Baum For For Management 1.2 Elect Director Frederick B. Henry For For Management 1.3 Elect Director William T. Kerr For For Management 1.4 Elect Director Nicholas L. Reding For For Management 2 Amend Director & Officer For For Management Indemnification/Liability Provisions - -------------------------------------------------------------------------------- MEREDITH CORPORATION Ticker: MDP Security ID: 589433 Meeting Date: NOV 10, 2003 Meeting Type: Annual Record Date: SEP 11, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 DIRECTOR For For Management 02 TO ADOPT AMENDMENTS TO THE RESTATED For For Management ARTICLES OF INCORPORATION RELATING TO LIMITATION OF LIABILITY OF DIRECTORS FOR MONETARY DAMAGES AND INDEMNIFICATION OF DIRECTORS AS PERMITTED UNDER THE RECENTLY AMENDED IOWA BUSINESS CORPORATION ACT. - -------------------------------------------------------------------------------- MERRILL LYNCH & CO., INC. Ticker: MER Security ID: 590188108 Meeting Date: APR 23, 2004 Meeting Type: Annual Record Date: FEB 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David K. Newbigging For For Management 1.2 Elect Director Joseph W. Prueher For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 11, 2003 Meeting Type: Annual Record Date: SEP 12, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates, III For For Management 1.2 Elect Director Steven A. Ballmer For For Management 1.3 Elect Director James I. Cash, Jr., Ph.D. For For Management 1.4 Elect Director Raymond V. Gilmartin For For Management 1.5 Elect Director Ann McLaughlin Korologos For For Management 1.6 Elect Director David F. Marquardt For For Management 1.7 Elect Director Charles H. Noski For For Management 1.8 Elect Director Dr. Helmut Panke For For Management 1.9 Elect Director Wm. G. Reed, Jr. For For Management 1.10 Elect Director Jon A. Shirley For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Stock Option For For Management Plan 4 Refrain from Giving Charitable Against Against Shareholder Contributions - -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918 Meeting Date: NOV 11, 2003 Meeting Type: Annual Record Date: SEP 12, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 DIRECTOR For Management 01.1 WILLIAM H. GATES III For For Management 01.2 STEVEN A. BALLMER For For Management 01.3 JAMES I. CASH JR. For For Management 01.4 RAYMOND V. GILMARTIN For For Management 01.5 A. MCLAUGHLIN KOROLOGOS For For Management 01.6 DAVID F. MARQUARDT For For Management 01.7 CHARLES H. NOSKI For For Management 01.8 HELMUT PANKE For For Management 01.9 WM. G. REED JR. For For Management 01.10 JON A. SHIRLEY For Withheld Management 02 ADOPTION OF THE AMENDMENTS TO THE 2001 For For Management STOCK PLAN 03 ADOPTION OF THE AMENDMENTS TO THE 1999 For For Management STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS 04 SHAREHOLDER PROPOSAL (THE BOARD Against Against Shareholder RECOMMENDS A VOTE AGAINST THIS PROPOSAL) - -------------------------------------------------------------------------------- MOLEX INCORPORATED Ticker: MOLX Security ID: 608554200 Meeting Date: OCT 24, 2003 Meeting Type: Annual Record Date: AUG 29, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Fred L. Krehbiel For For Management 1.2 Elect Director Douglas K. Carnahan For For Management 1.3 Elect Director J. Joseph King For For Management 1.4 Elect Director Joe W. Laymon For For Management 1.5 Elect Director Michelle L. Collins For For Management 2 Amend Stock Option Plan For For Management - -------------------------------------------------------------------------------- MOTOROLA, INC. Ticker: MOT Security ID: 620076109 Meeting Date: MAY 3, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward Zander For For Management 1.2 Elect Director H. Laurence Fuller For For Management 1.3 Elect Director Judy Lewent For For Management 1.4 Elect Director Walter Massey For For Management 1.5 Elect Director Nicholas Negroponte For For Management 1.6 Elect Director Indra Nooyi For For Management 1.7 Elect Director John Pepper, Jr. For For Management 1.8 Elect Director Samuel Scott III For For Management 1.9 Elect Director Douglas Warner III For For Management 1.10 Elect Director John White For For Management 1.11 Elect Director Mike Zafirovski For For Management 2 Limit Executive Compensation Against Against Shareholder 3 Limit Awards to Executives Against Against Shareholder - -------------------------------------------------------------------------------- MRV COMMUNICATIONS, INC. Ticker: MRVC Security ID: 553477 Meeting Date: DEC 12, 2003 Meeting Type: Annual Record Date: OCT 15, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 DIRECTOR For For Management 02 TO RATIFY THE APPOINTMENT OF ERNST & For For Management YOUNG LLP AS MRV S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2003. - -------------------------------------------------------------------------------- MRV COMMUNICATIONS, INC. Ticker: MRVC Security ID: 553477100 Meeting Date: DEC 12, 2003 Meeting Type: Annual Record Date: OCT 15, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Noam Lotan For For Management 1.2 Elect Director Shlomo Margalit For For Management 1.3 Elect Director Igal Shidlovsky For For Management 1.4 Elect Director Guenter Jaensch For For Management 1.5 Elect Director Daniel Tsui For For Management 1.6 Elect Director Baruch Fischer For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NEWMONT MINING CORP. (HOLDING COMPANY) Ticker: NEM Security ID: 651639106 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Glen A. Barton For For Management 1.2 Elect Director Vincent A. Calarco For For Management 1.3 Elect Director Michael S. Hamson For For Management 1.4 Elect Director Leo I. Higdon, Jr. For For Management 1.5 Elect Director Pierre Lassonde For For Management 1.6 Elect Director Robert J. Miller For For Management 1.7 Elect Director Wayne W. Murdy For For Management 1.8 Elect Director Robin A. Plumbridge For For Management 1.9 Elect Director John B. Prescott For For Management 1.10 Elect Director Michael K. Reilly For For Management 1.11 Elect Director Seymour Schulich For For Management 1.12 Elect Director James V. Taranik For For Management 2 Ratify Auditors For For Management 3 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- OLD REPUBLIC INTERNATIONAL CORP. Ticker: ORI Security ID: 680223104 Meeting Date: MAY 28, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jimmy A. Dew For For Management 1.2 Elect Director John M. Dixon For For Management 1.3 Elect Director Wilbur S. Legg For For Management 1.4 Elect Director John W. Popp For For Management - -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Akers For For Management 1.2 Elect Director Robert E. Allen For For Management 1.3 Elect Director Ray L. Hunt For For Management 1.4 Elect Director Arthur C. Martinez For For Management 1.5 Elect Director Indra K. Nooyi For For Management 1.6 Elect Director Franklin D. Raines For For Management 1.7 Elect Director Steven S. Reinemund For For Management 1.8 Elect Director Sharon Percy Rockefeller For For Management 1.9 Elect Director James J. Schiro For For Management 1.10 Elect Director Franklin A. Thomas For For Management 1.11 Elect Director Cynthia M. Trudell For For Management 1.12 Elect Director Solomon D. Trujillo For For Management 1.13 Elect Director Daniel Vasella For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Report on Political Against Against Shareholder Contributions/Activities 5 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael S. Brown For For Management 1.2 Elect Director M. Anthony Burns For For Management 1.3 Elect Director Robert N. Burt For For Management 1.4 Elect Director W. Don Cornwell For For Management 1.5 Elect Director William H. Gray III For For Management 1.6 Elect Director Constance J. Horner For For Management 1.7 Elect Director William R. Howell For For Management 1.8 Elect Director Stanley O. Ikenberry For For Management 1.9 Elect Director George A. Lorch For For Management 1.10 Elect Director Henry A. Mckinnell For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director Franklin D. Raines For For Management 1.13 Elect Director Ruth J. Simmons For For Management 1.14 Elect Director William C. Steere, Jr. For For Management 1.15 Elect Director Jean-Paul Valles For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic 5 Cease Political Contributions/Activities Against Against Shareholder 6 Report on Political Against Against Shareholder Contributions/Activities 7 Establish Term Limits for Directors Against Against Shareholder 8 Report on Drug Pricing Against Against Shareholder 9 Limit Awards to Executives Against Against Shareholder 10 Amend Animal Testing Policy Against Against Shareholder - -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 15, 2004 Meeting Type: Annual Record Date: FEB 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James G. Berges For For Management 1.2 Elect Director Erroll B. Davis, Jr. For For Management 1.3 Elect Director Victoria F. Haynes For For Management 1.4 Elect Director Allen J. Krowe For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 14, 2003 Meeting Type: Annual Record Date: AUG 1, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Norman R. Augustine For For Management 1.2 Elect Director A.G. Lafley For For Management 1.3 Elect Director Johnathan A. Rodgers For For Management 1.4 Elect Director John F. Smith, Jr. For For Management 1.5 Elect Director Margaret C. Whitman For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Omnibus For For Management Stock Plan 4 Declassify the Board of Directors Against For Shareholder 5 Label Genetically Engineered Foods Against Against Shareholder - -------------------------------------------------------------------------------- PUBLIC SERVICE ENTERPRISE GROUP INC. Ticker: PEG Security ID: 744573106 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: FEB 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Albert R. Gamper, Jr. For For Management 1.2 Elect Director Ernest H. Drew For For Management 1.3 Elect Director William V. Hickey For For Management 1.4 Elect Director Richard J. Swift For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Require Two Candidates for Each Board Against Against Shareholder Seat - -------------------------------------------------------------------------------- RAYTHEON CO. Ticker: RTN Security ID: 755111507 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John M. Deutch For For Management 1.2 Elect Director Michael C. Ruettgers For For Management 1.3 Elect Director William R. Spivey For For Management 1.4 Elect Director William H. Swanson For For Management 1.5 Elect Director Linda G. Stuntz For For Management 2 Ratify Auditors For For Management 3 Develop Ethical Criteria for Military Against Against Shareholder Contracts 4 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 5 Declassify the Board of Directors Against For Shareholder 6 Implement MacBride Principles Against Against Shareholder 7 Expense Stock Options Against For Shareholder 8 Submit Executive Pension Benefit to Vote Against Against Shareholder 9 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- RIO TINTO PLC (FORMERLY RTZ CORP. PLC) Ticker: Security ID: 767204100 Meeting Date: APR 7, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 AUTHORITY TO ALLOT RELEVANT SECURITIES For For Management UNDER SECTION 80 OF THE COMPANIES ACT 1955 2 AUTHORITY TO ALLOT EQUITY SECURITIES FOR For For Management CASH UNDER SECTION 89 OF THE COMPANIES ACT 1955 3 AUTHORITY TO PURCHASE RIO TINTO PLC For For Management SHARES BY THE COMPANY OR RIO TINTO LIMITED 4 APPROVAL OF THE MINING COMPANIES For For Management COMPARATIVE PLAN 2004 AND THE RIO TINTO SHARE OPTION PLAN 2004 5 ELECTION OF SIR JOHN KERR AS A DIRECTOR For For Management 6 RE-ELECTION OF MR LEIGH CLIFFORD AS A For For Management DIRECTOR 7 RE-ELECTION OF MR GUY ELLIOTT AS A For For Management DIRECTOR 8 RE-ELECTION OF SIR RICHARD SYKES AS A For For Management DIRECTOR (MEMBER OF THE REMUNERATIONS COMMITTEE) 9 RE-ELECTION OF RICHARD GIORDANO AS A For For Management DIRECTOR (MEMBER OF THE AUDIT, NOMINATIONS, SOCIAL/ENVIRONMENTAL ACCOUNT. COMMITTEES) 10 Ratify Auditors For For Management 11 APPROVAL OF REMUNERATION REPORT For For Management 12 RECEIVE ANNUAL REPORT AND FINANCIAL For For Management STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2003 - -------------------------------------------------------------------------------- RIO TINTO PLC (FORMERLY RTZ CORP. PLC) Ticker: Security ID: 767204100 Meeting Date: APR 7, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Authorise Issuance of Equity or For For Management 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 Management Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,890,000 3 Authorise 106.7 Million Rio Tinto plc For For Management Shares for Market Purchase 4 Approve the Mining Companies Comparative For For Management Plan 2004 and the Rio Tinto Share Option Plan 2004 5 Elect Sir John Kerr as Director For For Management 6 Re-elect Leigh Clifford as Director For For Management 7 Re-elect Guy Elliott as Director For For Management 8 Re-elect Sir Richard Sykes as Director For For Management 9 Re-elect Sir Richard Giordano as Director For For Management 10 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors and Authorise Board to Fix Their Remuneration 11 Approve Remuneration Report For For Management 12 Accept Financial Statements and Statutory For For Management Reports - -------------------------------------------------------------------------------- SBC COMMUNICATIONS INC. Ticker: SBC Security ID: 78387G103 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: MAR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James E. Barnes For For Management 1.2 Elect Director James A. Henderson For For Management 1.3 Elect Director John B. McCoy For For Management 1.4 Elect Director S. Donley Ritchey For For Management 1.5 Elect Director Joyce M. Roche For For Management 1.6 Elect Director Patricia P. Upton For For Management 2 Ratify Auditors For For Management 3 Amend Bylaws For For Management 4 Report on Political Against Against Shareholder Contributions/Activities 5 Change Size of Board of Directors Against Against Shareholder - -------------------------------------------------------------------------------- SBS BROADCASTING S.A. Ticker: SBTV Security ID: L8137F Meeting Date: DEC 5, 2003 Meeting Type: Annual Record Date: OCT 7, 2003 # Proposal Mgt Rec Vote Cast Sponsor A2 DIRECTOR For For Management A3 PROPOSAL 3. For For Management A4 PROPOSAL 4. For For Management A5 PROPOSAL 5. For For Management A6 PROPOSAL 6. For For Management A7 PROPOSAL 7. For For Management A8 PROPOSAL 8. For Against Management E1A PROPOSAL 1A. For Abstain Management - -------------------------------------------------------------------------------- SBS BROADCASTING SYSTEM S.A.(FORMERLY SCANDINAVIAN BROADCASTING Ticker: SBTV Security ID: L8137F102 Meeting Date: DEC 5, 2003 Meeting Type: Annual Record Date: OCT 7, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Presentation of Information Under Article None None Management 57 of Luxembourg Company Law 2 Elect H. Sloan, M. Finkelstein, A. Ghee, For For Management 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 Management 4 Approve Consolidated and Unconsolidated For For Management Financial Statements and Statutory Reports (Voting) 5 Confirm Determination by Board that No For For Management Dividends Will be Distrubuted to Shareholders 6 Discharge Board of Directors and For For Management Statutory Auditors for Year Ended Dec. 31, 2002 7 Appoint Ernst & Young as Auditors For For Management 8 Approve 2004 Share Incentive Plan and For Against Management Authorize the Issuance of 2.5 Million Common Shares to Plan Participants - -------------------------------------------------------------------------------- SCANSOFT, INC. Ticker: SSFT Security ID: 80603P Meeting Date: AUG 11, 2003 Meeting Type: Special Record Date: JUN 30, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 TO APPROVE THE ISSUANCE OF SHARES OF For For Management SCANSOFT, INC. COMMON STOCK IN CONNECTION WITH A MERGER OF SPIDERMAN ACQUISITION CORPORATION WITH AND INTO SPEECHWORKS INTERNATIONAL, INC., AS CONTEMPLATED BY THE AGREEMENT AND PLAN OF REORGANIZATION. 02 TO AMEND SCANSOFT S 1995 EMPLOYEE STOCK For For Management PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE PLAN FROM 1,000,000 TO 1,500,000. - -------------------------------------------------------------------------------- SCANSOFT, INC. Ticker: SSFT Security ID: 80603P107 Meeting Date: AUG 11, 2003 Meeting Type: Special Record Date: JUN 30, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For Did Not Management Vote 2 Amend Employee Stock Purchase Plan For Did Not Management Vote - -------------------------------------------------------------------------------- SCANSOFT, INC. Ticker: SSFT Security ID: 80603P107 Meeting Date: MAY 14, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert M. Finch For For Management 1.2 Elect Director Robert J. Frankenberg For For Management 1.3 Elect Director John C. Freker, Jr. For For Management 1.4 Elect Director William H. Janeway For For Management 1.5 Elect Director Katharine A. Martin For For Management 1.6 Elect Director Mark B. Myers For For Management 1.7 Elect Director Paul A. Ricci For For Management 1.8 Elect Director Robert G. Teresi For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Employee Stock Purchase Plan For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SCHLUMBERGER LTD. Ticker: SLB Security ID: 806857108 Meeting Date: APR 14, 2004 Meeting Type: Annual Record Date: FEB 25, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Deutch For For Management 1.2 Elect Director J.S. Gorelick For For Management 1.3 Elect Director A. Gould For For Management 1.4 Elect Director T. Isaac For For Management 1.5 Elect Director A. Lajous For For Management 1.6 Elect Director A. Levy-Lang For For Management 1.7 Elect Director D. Primat For For Management 1.8 Elect Director T. Sandvold For For Management 1.9 Elect Director N. Seydoux For For Management 1.10 Elect Director L.G. Stuntz For For Management 2 ADOPTION AND APPROVAL OF FINANCIALS AND For For Management DIVIDENDS 3 APPROVAL OF ADOPTION OF THE 2004 STOCK For For Management AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS 4 APPROVAL OF AUDITORS For For Management - -------------------------------------------------------------------------------- SOLECTRON CORP. Ticker: SLR Security ID: 834182107 Meeting Date: JAN 7, 2004 Meeting Type: Annual Record Date: NOV 18, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William A. Hasler For Did Not Management Vote 1.2 Elect Director Michael R. Cannon For Did Not Management Vote 1.3 Elect Director Richard A. D'Amore For Did Not Management Vote 1.4 Elect Director Heinz Fridrich For Did Not Management Vote 1.5 Elect Director William R. Graber For Did Not Management Vote 1.6 Elect Director Dr. Paul R. Low For Did Not Management Vote 1.7 Elect Director C. Wesley M. Scott For Did Not Management Vote 1.8 Elect Director Osamu Yamada For Did Not Management Vote 1.9 Elect Director Cyril Yansouni For Did Not Management Vote 2 Approve Option Exchange Program For Did Not Management Vote 3 Ratify Auditors For Did Not Management Vote - -------------------------------------------------------------------------------- SOLECTRON CORPORATION Ticker: SLR Security ID: 834182 Meeting Date: JAN 7, 2004 Meeting Type: Annual Record Date: NOV 18, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 DIRECTOR For For Management 02 TO APPROVE AN AMENDMENT TO THE COMPANY S For For Management 2002 STOCK OPTION PLAN TO PERMIT AN OPTION EXCHANGE PROGRAM. 03 TO RATIFY THE APPOINTMENT OF KPMG LLP AS For For Management INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING AUGUST 31, 2004. - -------------------------------------------------------------------------------- SOUTHERN COMPANY Ticker: SO Security ID: 842587107 Meeting Date: MAY 26, 2004 Meeting Type: Annual Record Date: MAR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel P. Amos For For Management 1.2 Elect Director Dorrit J. Bern For For Management 1.3 Elect Director Francis S. Blake For For Management 1.4 Elect Director Thomas F. Chapman For For Management 1.5 Elect Director H. Allen Franklin For For Management 1.6 Elect Director Bruce S. Gordon For For Management 1.7 Elect Director Donald M. James For For Management 1.8 Elect Director Zack T. Pate For For Management 1.9 Elect Director J. Neal Purcell For For Management 1.10 Elect Director David M. Ratcliffe For For Management 1.11 Elect Director Gerald J. St. Pe For For Management 2 Ratify Auditors For For Management 3 Approve Outside Director Stock in Lieu of For For Management Cash - -------------------------------------------------------------------------------- ST. PAUL TRAVELERS COMPANIES, INC., THE Ticker: STA Security ID: 792860108 Meeting Date: MAR 19, 2004 Meeting Type: Special Record Date: FEB 6, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with a Merger For For Management Agreement 2 Amend Bylaws For For Management 3 Amend Articles For For Management 4 Reduce Supermajority Vote Requirement For For Management - -------------------------------------------------------------------------------- SYBASE, INC. Ticker: SY Security ID: 871130100 Meeting Date: MAY 27, 2004 Meeting Type: Annual Record Date: APR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cecilia Claudio For For Management 1.2 Elect Director L. William Krause For For Management 1.3 Elect Director Robert P. Wayman For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TEJON RANCH CO. Ticker: TRC Security ID: 879080109 Meeting Date: MAY 11, 2004 Meeting Type: Annual Record Date: MAR 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Craig Cadwalader For For Management 1.2 Elect Director George G.C. Parker For For Management 1.3 Elect Director Robert A. Stine For For Management 2 Approve Director & Officer For For Management Indemnification Provisions 3 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INC. Ticker: TXN Security ID: 882508104 Meeting Date: APR 15, 2004 Meeting Type: Annual Record Date: FEB 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Adams For For Management 1.2 Elect Director David L. Boren For For Management 1.3 Elect Director Daniel A. Carp For For Management 1.4 Elect Director Thomas J. Engibous For For Management 1.5 Elect Director Gerald W. Fronterhouse For For Management 1.6 Elect Director David R. Goode For For Management 1.7 Elect Director Wayne R. Sanders For For Management 1.8 Elect Director Ruth J. Simmons For For Management 1.9 Elect Director Richard K. Templeton For For Management 1.10 Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Expense Stock Options Against For Shareholder - -------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Ticker: PG Security ID: 742718 Meeting Date: OCT 14, 2003 Meeting Type: Annual Record Date: AUG 1, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 DIRECTOR For For Management 02 RATIFY APPOINTMENT OF INDEPENDENT For For Management AUDITORS 03 APPROVE THE PROCTER & GAMBLE 2003 For For Management NON-EMPLOYEE DIRECTORS STOCK PLAN 04 SHAREHOLDER PROPOSAL NO. 1 BOARD OF Against For Shareholder DIRECTORS TERMS 05 SHAREHOLDER PROPOSAL NO. 2 LABEL Against Against Shareholder GENETICALLY ENGINEERED FOODS - -------------------------------------------------------------------------------- TIME WARNER INC Ticker: TWX Security ID: 887317105 Meeting Date: MAY 21, 2004 Meeting Type: Annual Record Date: MAR 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director Stephen F. Bollenbach For For Management 1.3 Elect Director Stephen M. Case For For Management 1.4 Elect Director Frank J. Caufield For For Management 1.5 Elect Director Robert C. Clark For For Management 1.6 Elect Director Miles R. Gilburne For For Management 1.7 Elect Director Carla A. Hills For For Management 1.8 Elect Director Reuben Mark For For Management 1.9 Elect Director Michael A. Miles For For Management 1.10 Elect Director Kenneth J. Novack For For Management 1.11 Elect Director Richard D. Parsons For For Management 1.12 Elect Director R. E. Turner For For Management 1.13 Elect Director Francis T. Vincent, Jr. For For Management 2 Ratify Auditors For For Management 3 Adopt China Principles Against Against Shareholder 4 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- TYCO INTERNATIONAL LTD. Ticker: TYC Security ID: 902124106 Meeting Date: MAR 25, 2004 Meeting Type: Annual Record Date: MAR 25, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis C. Blair For For Management 1.2 Elect Director Edward D. Breen For For Management 1.3 Elect Director George W. Buckley For For Management 1.4 Elect Director Brian Duperreault For For Management 1.5 Elect Director Bruce S. Gordon For For Management 1.6 Elect Director John A. Krol For For Management 1.7 Elect Director Mackey J. Mcdonald For For Management 1.8 Elect Director H. Carl Mccall For For Management 1.9 Elect Director Brendan R. O'Neill For For Management 1.10 Elect Director Sandra S. Wijnberg For For Management 1.11 Elect Director Jerome B. York For For Management 2 Ratify Auditors For For Management 3 ADOPTION OF THE AMENDED AND RESTATED For For Management BYE-LAWS. 4 APPROVAL OF TYCO 2004 STOCK AND INCENTIVE For For Management PLAN. 5 SHAREHOLDER PROPOSAL REGARDING For For Shareholder ENVIRONMENTAL REPORTING. 6 SHAREHOLDER PROPOSAL TO CHANGE TYCO S Against Against Shareholder JURISDICTION OF INCORPORATION FROM BERMUDA TO A U.S. STATE. 7 SHAREHOLDER PROPOSAL ON COMMON SENSE Against Against Shareholder EXECUTIVE COMPENSATION. - -------------------------------------------------------------------------------- U.S. BANCORP Ticker: USB Security ID: 902973304 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: FEB 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Victoria Buyniski For Withhold Management Gluckman 1.2 Elect Director Arthur D. Collins, Jr. For Withhold Management 1.3 Elect Director Jerry W. Levin For Withhold Management 1.4 Elect Director Thomas E. Petry For Withhold Management 1.5 Elect Director Richard G. Reiten For Withhold Management 2 Ratify Auditors For For Management 3 Limit Executive Compensation Against Against Shareholder 4 Submit Executive Compensation to Vote Against Against Shareholder 5 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter - -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORP. Ticker: UTX Security ID: 913017109 Meeting Date: APR 14, 2004 Meeting Type: Annual Record Date: FEB 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Betsy J. Bernard For For Management 1.2 Elect Director George David For For Management 1.3 Elect Director Jean-Pierre Garnier For For Management 1.4 Elect Director Jamie S. Gorelick For For Management 1.5 Elect Director Charles R. Lee For For Management 1.6 Elect Director Richard D. McCormick For For Management 1.7 Elect Director Harold McGraw III For For Management 1.8 Elect Director Frank P. Popoff For For Management 1.9 Elect Director H. Patrick Swygert For For Management 1.10 Elect Director Andre Villeneuve For For Management 1.11 Elect Director H. A. Wagner For For Management 1.12 Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Disclosure of Executive Compensation Against Against Shareholder 4 Develop Ethical Criteria for Military Against Against Shareholder Contracts 5 Performance-Based/Indexed Options Against Against Shareholder 6 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS Ticker: VZ Security ID: 92343V104 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Barker For For Management 1.2 Elect Director Richard L. Carrion For For Management 1.3 Elect Director Robert W. Lane For For Management 1.4 Elect Director Sandra O. Moose For For Management 1.5 Elect Director Joseph Neubauer For For Management 1.6 Elect Director Thomas H. O'Brien For For Management 1.7 Elect Director Hugh B. Price For For Management 1.8 Elect Director Ivan G. Seidenberg For For Management 1.9 Elect Director Walter V. Shipley For For Management 1.10 Elect Director John R. Stafford For For Management 1.11 Elect Director Robert D. Storey For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Require Majority of Independent Directors Against Against Shareholder on Board 5 Separate Chairman and CEO Positions Against For Shareholder 6 Submit Shareholder Rights Plan (Poison Against Against Shareholder Pill) to Shareholder Vote 7 Submit Executive Compensation to Vote Against For Shareholder 8 Prohibit Awards to Executives Against Against Shareholder 9 Report on Stock Option Distribution by Against Against Shareholder Race and Gender 10 Report on Political Against Against Shareholder Contributions/Activities 11 Cease Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- VODAFONE GROUP PLC Ticker: VOD Security ID: 92857W Meeting Date: JUL 30, 2003 Meeting Type: Annual Record Date: JUN 2, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 TO RECEIVE THE REPORT OF THE DIRECTORS For For Management AND FINANCIAL STATEMENTS 02 TO APPROVE THE REMUNERATION REPORT For For Management 03 TO RE-APPOINT LORD MACLAURIN OF For For Management KNEBWORTH, DL AS A DIRECTOR 04 TO RE-APPOINT KENNETH HYDON AS A DIRECTOR For For Management 05 TO RE-APPOINT THOMAS GEITNER AS A For For Management DIRECTOR 06 TO RE-APPOINT PROFESSOR SIR ALEC BROERS For For Management AS A DIRECTOR 07 TO RE-APPOINT JURGEN SCHREMPP AS A For For Management DIRECTOR 08 TO ELECT DR. JOHN BUCHANAN AS A DIRECTOR For For Management 09 TO APPROVE A FINAL DIVIDEND OF 0.8983 PER For For Management ORDINARY SHARE 10 TO RE-APPOINT DELOITTE & TOUCHE AS For For Management AUDITORS 11 TO AUTHORIZE THE AUDIT COMMITTEE TO For For Management DETERMINE THE AUDITORS REMUNERATION 12 TO AUTHORIZE DONATIONS AND EXPENDITURE For For Management UNDER THE POLITICAL PARTIES, ELECTIONS AND REFERENDUMS ACT 2000 13 TO RENEW AUTHORITY TO ALLOT SHARES UNDER For For Management ARTICLE 16.2 OF THE COMPANY S ARTICLES OF ASSOCIATION 14 TO RENEW AUTHORITY TO DISAPPLY For For Management PRE-EMPTION RIGHTS UNDER ARTICLE 16.3 OF THE COMPANY S ARTICLES OF ASSOCIATION 15 TO AUTHORIZE THE COMPANY S PURCHASE OF For For Management ITS OWN SHARES *NOTE - VOTING CUT-OFF DATE: JULY 23, 2003 - -------------------------------------------------------------------------------- WAL-MART STORES, INC. Ticker: WMT Security ID: 931142103 Meeting Date: JUN 4, 2004 Meeting Type: Annual Record Date: APR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James W. Breyer For For Management 1.2 Elect Director M. Michele Burns For For Management 1.3 Elect Director Thomas M. Coughlin For For Management 1.4 Elect Director David D. Glass For For Management 1.5 Elect Director Roland A. Hernandez For For Management 1.6 Elect Director Dawn G. Lepore For For Management 1.7 Elect Director John D. Opie For For Management 1.8 Elect Director J. Paul Reason For For Management 1.9 Elect Director H. Lee Scott, Jr. For For Management 1.10 Elect Director Jack C. Shewmaker For For Management 1.11 Elect Director Jose H. Villarreal For For Management 1.12 Elect Director John T. Walton For For Management 1.13 Elect Director S. Robson Walton For For Management 1.14 Elect Director Christopher J. Williams For For Management 2 Approve Stock Option Plan For For Management 3 Approve Stock Option Plan For For Management 4 Amend Employee Stock Purchase Plan For For Management 5 Ratify Auditors For For Management 6 Separate Chairman and CEO Positions Against Against Shareholder 7 Prepare Sustainability Report Against Against Shareholder 8 Report on Stock Option Distribution by Against Against Shareholder Race and Gender 9 Report on Genetically Modified Organisms Against Against Shareholder (GMO) 10 Prepare Diversity Report Against Against Shareholder 11 Submit Executive Compensation to Vote Against Against Shareholder - -------------------------------------------------------------------------------- WALGREEN CO. Ticker: WAG Security ID: 931422109 Meeting Date: JAN 14, 2004 Meeting Type: Annual Record Date: NOV 17, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David W. Bernauer For For Management 1.2 Elect Director William C. Foote For For Management 1.3 Elect Director James J. Howard For For Management 1.4 Elect Director Alan G. McNally For For Management 1.5 Elect Director Cordell Reed For For Management 1.6 Elect Director Jeffrey A. Rein For For Management 1.7 Elect Director David Y. Schwartz For For Management 1.8 Elect Director John B. Schwemm For For Management 1.9 Elect Director Marilou M. von Ferstel For For Management 1.10 Elect Director Charles R. Walgreen III For For Management 2 Approve Non-Employee Director Omnibus For For Management Stock Plan - -------------------------------------------------------------------------------- WALGREEN CO. Ticker: WAG Security ID: 931422 Meeting Date: JAN 14, 2004 Meeting Type: Annual Record Date: NOV 17, 2003 # Proposal Mgt Rec Vote Cast Sponsor 01 DIRECTOR For For Management 02 APPROVAL OF THE AMENDED AND RESTATED For For Management WALGREEN CO. NONEMPLOYEE DIRECTOR STOCK PLAN. - -------------------------------------------------------------------------------- WALT DISNEY COMPANY, THE Ticker: DIS Security ID: 254687106 Meeting Date: MAR 3, 2004 Meeting Type: Annual Record Date: JAN 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Bryson For For Management 1.2 Elect Director John S. Chen For For Management 1.3 Elect Director Michael D. Eisner For Withhold Management 1.4 Elect Director Judith L. Estrin For Withhold Management 1.5 Elect Director Robert A. Iger For For Management 1.6 Elect Director Aylwin B. Lewis For For Management 1.7 Elect Director Monica C. Lozano For For Management 1.8 Elect Director Robert W. Matschullat For For Management 1.9 Elect Director George J. Mitchell For For Management 1.10 Elect Director Leo J. O'Donovan, S.J. For For Management 1.11 Elect Director Gary L. Wilson For For Management 2 Ratify Auditors For For Management 3 China Principles Against Against Shareholder 4 Report on Supplier Labor Standards in Against Against Shareholder China 5 Report on Amusement Park Safety Against Against Shareholder - -------------------------------------------------------------------------------- WASHINGTON MUTUAL, INC Ticker: WM Security ID: 939322103 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anne V. Farrell For For Management 1.2 Elect Director Stephen E. Frank For For Management 1.3 Elect Director Margaret Osmer Mcquade For For Management 1.4 Elect Director William D. Schulte For For Management 2 Ratify Auditors For For Management 3 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.A. Blanchard III For For Management 1.2 Elect Director Susan E. Engel For For Management 1.3 Elect Director Enrique Hernandez, Jr. For For Management 1.4 Elect Director Robert L. Joss For For Management 1.5 Elect Director Reatha Clark King For For Management 1.6 Elect Director Richard M. Kovacevich For For Management 1.7 Elect Director Richard D. McCormick For For Management 1.8 Elect Director Cynthia H. Milligan For For Management 1.9 Elect Director Philip J. Quigley For For Management 1.10 Elect Director Donald B. Rice For Withhold Management 1.11 Elect Director Judith M. Runstad For Withhold Management 1.12 Elect Director Stephen W. Sanger For For Management 1.13 Elect Director Susan G. Swenson For For Management 1.14 Elect Director Michael W. Wright For Withhold Management 2 Approve Retirement Plan For Against Management 3 Ratify Auditors For For Management 4 Expense Stock Options Against For Shareholder 5 Limit Executive Compensation Against Against Shareholder 6 Link Executive Compensation to Social Against Against Shareholder Issues 7 Report on Political Against Against Shareholder Contributions/Activities - -------------------------------------------------------------------------------- WEYERHAEUSER CO. Ticker: WY Security ID: 962166104 Meeting Date: APR 13, 2004 Meeting Type: Annual Record Date: FEB 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven R. Rogel For For Management 1.2 Elect Director William D. Ruckelshaus For For Management 1.3 Elect Director Richard H. Sinkfield For For Management 1.4 Elect Director James N. Sullivan For For Management 2 Approve Omnibus Stock Plan For For Management 3 Declassify the Board of Directors Against For Management 4 Expense Stock Options Against For Shareholder 5 Implement Restricted Share Executive Against Against Shareholder Compensation Plan 6 Report on Greenhouse Gas Emissions Against Against Shareholder 7 Develop Policy Regarding Old Growth Against Against Shareholder Forests 8 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WM. WRIGLEY JR. CO. Ticker: WWY Security ID: 982526105 Meeting Date: MAR 9, 2004 Meeting Type: Annual Record Date: JAN 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas A. Knowlton For For Management 1.2 Elect Director Steven B. Sample For For Management 1.3 Elect Director Alex Shumate For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management </PRE>
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.
Smith Barney Appreciation Fund Inc.
By:
/s/ R. Jay Gerken
R. Jay Gerken
Chief Executive Officer of
Smith Barney Appreciation Fund Inc.
Date: August 20, 2004