Buffalo Large Cap Fund N-PX Annual report of proxy voting record

 

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 811-08900

Buffalo Large Cap Fund, Inc.

(Exact name of registrant as specified in charter)

5420 West 61^st Place

Shawnee Mission, KS 66205

(Address of principal executive offices) (Zip code)

Kent W. Gasaway

5420 West 61^st Place

Shawnee Mission, KS 66205

(Name and address of agent for service)

(913) 384-1513

Registrant’s telephone number, including area code

Date of fiscal year end: March 31

Date of reporting period: June 30, 2004

Name of Fund:	Buffalo Large Cap Fund
Period:	July 1, 2003 - June 30, 2004
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ABBOTT LABORATORIES	4/23/2004	35500	002824100	abt
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		R.S. AUSTIN		Issuer
For		H.L. FULLER
For		R.A. GONZALEZ
Against		J.M. GREENBERG
For		J.M. LEIDEN
For		D.A.L. OWEN
For		B. POWELL JR
For		A.B. RAND
For		W.A. REYNOLDS
For		R.S. ROBERTS
For		W.D. SMITHBURG
Against		J.R. WALTER
For		M.D. WHITE
For	For	02. RATIFICATION OF DELOITTE & TOUCHE LLP AS AUDITORS.		Issuer
Against	Against	03. SHAREHOLDER PROPOSAL - PRESCRIPTION DRUGS.		Security Holder
Against	Against	04. SHAREHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS.		Security Holder
Against	Against	05. SHAREHOLDER PROPOSAL - OPTION GRANTS FOR SENIOR EXECUTIVES.		Security Holder
Against	Against	06. SHAREHOLDER PROPOSAL - GLOBAL INFECTIOUS DISEASES.		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
AMERICAN EXPRESS	4/26/2004	51000	25816109	axp
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		D.F. AKERSON		Issuer
For		C. BARSHEFSKY
For		W.G. BOWEN
For		U.M. BURNS
For		K.I. CHENAULT
For		P.R. DOLAN
Against		V.E. JORDAN, JR.
Against		J. LESCHLY
For		R.A. MCGINN
Against		E.D. MILLER
Against		F.P. POPOFF
For		R.D. WALTER
For	For	02 . PROPOSAL TO RATIFY SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.		Issuer
Against	Against	03 . SHAREHOLDER PROPOSAL TO ESTABLISH SIX-YEAR TERM LIMITS FOR DIRECTORS.		Security Holder
Against	Against	04 . SHAREHOLDER PROPOSAL REQUESTING A SEPARATE ANNUAL REPORT DESCRIBING THE COMPANY'S POLITICAL CONTRIBUTIONS.		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ANALOG DEVICES	3/9/2004	18500	032654105	adi
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		JERALD G. FISHMAN		Issuer
For		F. GRANT SAVIERS
For	For	2.TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED ARTICLES OF ORGANIZATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 600,000,000 SHARES TO 1,200,000,000 SHARES		Issuer
For	For	3.TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING OCTOBER 30, 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
APPLIED MATERIALS	3/24/2004	47400	038222105	amat
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		MICHAEL H. ARMACOST		Issuer
For		DEBORAH A. COLEMAN
For		HERBERT M. DWIGHT, JR.
For		PHILIP V. GERDINE
For		PAUL R. LOW
For		DAN MAYDAN
For		STEVEN L. MILLER
For		JAMES C. MORGAN
For		GERHARD H. PARKER
For		MICHAEL R. SPLINTER
Against	For	02. TO APPROVE THE AMENDED AND RESTATED EMPLOYEE STOCK INCENTIVE PLAN.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
AUTOMATIC DATA PROCESSING INC	11/11/2003	41000	53015103	adp
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		GREGORY D. BRENNEMAN		Issuer
For		LESLIE A. BRUN
For		GARY C. BUTLER
For		JOSEPH A. CALIFANO JR
For		LEON G. COOPERMAN
For		ANN DIBBLE JORDAN
For		HARVEY M. KRUEGER
Withhold		FREDERIC V. MALEK
For		HENRY TAUB
For		ARTHUR F. WEINBACH
For		JOSH S. WESTON
Against	Against Management	2. APPROVAL OF THE AMENDMENTS TO THE COMPANY'S 2000 KEY EMPLOYEES' STOCK OPTION PLAN		Issuer
Against	Against Management	3. APPROVAL OF THE AMENDMENT TO THE COMPANY'S EMPLOYEES' SAVINGS- STOCK PURCHASE PLAN		Issuer
Against	Against Management	4. APPROVAL OF THE COMPANY'S 2003 DIRECTOR STOCK PLAN		Issuer
For	For Management	5. APPOINTMENT OF DELOITTE & TOUCHE LLP		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
AVENTIS	6/11/2004	11100	053561106	ave
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For	N/A	O1 . APPROVAL OF THE 2003 PARENT-COMPANY FINANCIAL STATEMENTS		Issuer
For	N/A	O2 . APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS 2003		Issuer
For	N/A	O3 . APPROVAL OF THE APPROPRIATION OF EARNINGS AND APPROVAL OF A DIVIDEND OF EURO 0.82 FOR DISTRIBUTION		Issuer
For	N/A	O4 . APPROVAL OF REGULATED AGREEMENTS		Issuer
For	N/A	O5 . APPROVAL OF THE INSTITUTION OF A SHARE REPURCHASE PROGRAM		Issuer
For	N/A	O6 . APPROVAL OF THE APPOINTMENT OF MR. YVES NICOLAS 32 RUE GUERSANT - 75017 PARIS, AS SUBSTITUTE AUDITOR		Issuer
For	N/A	E7 . APPROVAL TO AMEND ARTICLE 7 OF THE ARTICLES OF ASSOCIATION AND BY-LAWS		Issuer
For	N/A	E8 . APPROVAL TO AMEND ARTICLE 11 OF THE ARTICLES OF ASSOCIATION AND BY-LAWS-MANAGEMENT BOARD		Issuer
For	N/A	E9 . APPROVAL TO AMEND ARTICLE 13 OF THE ARTICLES OF ASSOCIATION AND BY-LAWS-SUPERVISORY BOARD		Issuer
For	N/A	10 . APPROVAL OF THE RENEWAL OF THE MANDATE OF A SUPERVISORY BOARD MEMBER, MR. JEAN-MARC BRUEL		Issuer
Against	N/A	11 . APPROVAL OF THE RENEWAL OF THE MANDATE OF A SUPERVISORY BOARD MEMBER, MR. MARTIN FRUEHAUF		Issuer
Against	N/A	12 . APPROVAL OF THE RENEWAL OF THE MANDATE OF A SUPERVISORY BOARD MEMBER, MR. SERGE KAMPF		Issuer
For	N/A	13 . APPROVAL OF THE RENEWAL OF THE MANDATE OF A SUPERVISORY BOARD MEMBER, MR. HUBERT MARKL		Issuer
For	N/A	14 . APPROVAL OF THE RENEWAL OF THE MANDATE OF A SUPERVISORY BOARD MEMBER, MR. GUNTER METZ		Issuer
Against	N/A	15 . APPROVAL OF THE RENEWAL OF THE MANDATE OF A SUPERVISORY BOARD MEMBER, MR. DIDIER PINEAU-VALENCIENNE		Issuer
For	N/A	16 . APPROVAL OF THE RENEWAL OF THE MANDATE OF A SUPERVISORY BOARD MEMBER, MS. SEHAM RAZZOUQI		Issuer
For	N/A	17 . APPROVAL OF THE RENEWAL OF THE MANDATE OF A SUPERVISORY BOARD MEMBER, MR. MICHEL RENAULT		Issuer
For	N/A	18 . APPROVAL OF THE RENEWAL OF THE MANDATE OF A SUPERVISORY BOARD MEMBER, MR. HANS-JUERGEN SCHINZLER		Issuer
Against	N/A	19 . APPROVAL OF THE RENEWAL OF THE MANDATE OF A SUPERVISORY BOARD MEMBER, MR. MARC VIENOT		Issuer
For	N/A	20 . APPROVAL OF THE GRANTING OF POWER-OF-ATTORNEY FOR ALL FORMALITIES IN CONNECTION WITH THE ANNUAL GENERAL MEETING		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
BANK OF NEW YORK	4/13/2004	35000	64057102	bk
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
Against		MR. BIONDI		Issuer
For		MR. DONOFRIO
For		MR. GRIFFITH
For		MR. HASSELL
For		MR. KOGAN
For		MR. KOWALSKI
For		MR. LUKE
Against		MR. MALONE
For		MR. MYNERS
For		MR. POZEN
For		MS. REIN
For		MR. RENYI
For		MR. RICHARDSON
For		MR. ROBERTS
For		MR. SCOTT
For	For	02. RATIFICATION OF AUDITORS		Issuer
Against	For	03. APPROVAL OF AN AMENDMENT TO THE 2004 MANAGEMENT INCENTIVE COMPENSATION PLAN		Issuer
Against	Against	04. SHAREHOLDER PROPOSAL WITH RESPECT TO POLITICAL CONTRIBUTIONS		Security Holder
Against	Against	05. SHAREHOLDER PROPOSAL WITH RESPECT TO EXECUTIVE COMPENSATION		Security Holder
Against	Against	06. SHAREHOLDER PROPOSAL WITH RESPECT TO THE COMPOSITION OF THE RISK COMMITTEE		Security Holder
Against	Against	07. SHAREHOLDER PROPOSAL WITH RESPECT TO THE COMPANY'S RIGHTS PLAN		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
BAXTER INTL INC	5/4/2004	39800	071813109	bax
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		JOHN D. FORSYTH		Issuer
For		GAIL D. FOSLER
For		CAROLE J. UHRICH
For	For	02 . RATIFICATION OF INDEPENDENT AUDITORS		Issuer
Against	Against	03 . PROPOSAL RELATING TO CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
CARNIVAL CORP CLASS A PAIRED STOCK (CCL)	4/22/2004	52800	143658300	ccl
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		MICKY ARISON		Issuer
For		AMB RICHARD G. CAPEN JR
For		ROBERT H. DICKINSON
Against		ARNOLD W. DONALD
For		PIER LUIGI FOSCHI
For		HOWARD S. FRANK
For		BARONESS HOGG
For		A. KIRK LANTERMAN
For		MODESTO A. MAIDIQUE
For		JOHN P. MCNULTY
For		PETER RATCLIFFE
For		SIR JOHN PARKER
For		STUART SUBOTNICK
For		UZI ZUCKER
For	For	02. TO APPOINT PRICEWATERHOUSECOOPERS AS INDEPENDENT AUDITORS FOR CARNIVAL PLC AND TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR CARNIVAL CORPORATION.		Issuer
For	For	03. TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT AUDITORS.		Issuer
For	For	04. TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL PLC FOR THE FINANCIAL PERIOD ENDED NOVEMBER 30, 2003.		Issuer
For	For	05. TO APPROVE THE DIRECTORS' REMUNERATION REPORT OF CARNIVAL PLC.		Issuer
For	For	06. TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES BY CARNIVAL PLC.		Issuer
For	For	07. TO APPROVE THE DISAPPLICATION OF PRE-EMPTION RIGHTS FOR CARNIVAL PLC SHARES.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
CISCO SYS INC COM	11/11/2003	50100	17275R102	csco
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		CAROL A. BARTZ		Issuer
For		LARRY R. CARTER
For		JOHN T. CHAMBERS
For		DR. JAMES F. GIBBONS
For		DR. JOHN L. HENNESSY
For		RODERICK C. MCGEARY
For		JAMES C. MORGAN
For		JOHN P. MORGRIDGE
For		DONALD T. VALENTINE
For		STEVEN M. WEST
For		JERRY YANG
For	For	2. TO APPROVE AN AMENDMENT AND RESTATEMENT 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.		Issuer
For	For	3. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS CISCO'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JULY 31, 2004.		Issuer
Against	Against	4. PROPOSAL SUBMITTED BY A SHAREHOLDER THAT 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 IN THE ACCOMPANYING PROXY STATEMENT.		Security Holder
Against	Against	5. PROPOSAL SUBMITTED BY SHAREHOLDERS THAT 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 SPECIFIC DATES, AS MORE FULLY SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
COLGATE PALMOLIVE CO	5/7/2004	27700	194162103	cl
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		J.K. CONWAY		Issuer
For		R.E. FERGUSON
For		C.M. GUTIERREZ
For		E.M. HANCOCK
Withhold		D.W. JOHNSON
For		R.J. KOGAN
For		D.E. LEWIS
For		R. MARK
For		E.A. MONRAD
For	For	02 . RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS		Issuer
Against	For	03 . REAPPROVAL OF PORTIONS OF THE COMPANY'S STOCKHOLDER-APPROVED EXECUTIVE INCENTIVE COMPENSATION PLAN		Issuer
Against	Against	04 . STOCKHOLDER PROPOSAL ON "GOLDEN PARACHUTE" SEVERANCE PAY		Security Holder
Against	Against	05 . STOCKHOLDER PROPOSAL ON WORKPLACE HUMAN RIGHTS		Security Holder
Against	Against	06 . STOCKHOLDER PROPOSAL ON INDEPENDENT CHAIRMAN		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
CONCORD EFS INC	10/28/2003	82800	206197105	ce
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For	For	1. TO ADOPT 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, AND CONCORD EFS, INC.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
CONCORD EFS INC	2/26/2004	82800	206197105	ce
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For	For	TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 1, 2003, AS AMENDED BY THE AMENDMENT AND ABEYANCE AGREEMENT, DATED AS OF DECEMBER 14, 2003, AMONG FIRST DATA CORPORATION, MONACO SUBSIDIARY CORPORATION, A WHOLLY OWNED SUBSIDIARY OF FIRST DATA CORPORATION, AND CONCORD EFS, INC.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
FEDEX CORPORATION	9/29/2003	19000	31428X106	fdx
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		AUGUST A. BUSCH IV		Issuer
For		JOHN A. EDWARDSON
For		GEORGE J. MITCHELL
For		JOSHUA I. SMITH
For	For	2.APPROVAL OF INCENTIVE STOCK PLAN		Issuer
For	For	3.RATIFICATION OF INDEPENDENT AUDITORS		Issuer
For	Against	4.STOCKHOLDER PROPOSAL REGARDING DECLASSIFICATION OF THE BOARD OF DIRECTORS.		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
FIRST DATA CORP	5/19/2004	30222	319963104	fdc
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		MR. DUQUES		Issuer
For		MR. FOTE
For		MR. KIPHART
For		MS. SPERO
For	For	The ratification of the selection of Ernst & Young LLP, as independent auditors, of the Company for 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
Goldman Sachs	3/31/2004	13000	38141G104	gs
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		LLOYD C. BLANKFEIN		Issuer
For		LD BROWNE OF MADINGLEY
For		CLAES DAHLBACK
Against		JAMES A. JOHNSON
For		LOIS D. JULIBER
For	For	02. RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE 2004 FISCAL YEAR.		Issuer
Against	Against	03. ANNUAL ELECTION OF ALL DIRECTORS TO THE BOARD OF DIRECTORS.		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
HARLEY DAVIDSON INC	4/24/2004	24500	412822108	hdi
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		BARRY K. ALLEN		Issuer
For		RICHARD I. BEATTIE
For	For	02 . APPROVAL OF THE AMENDED CORPORATE SHORT TERM INCENTIVE PLAN.		Issuer
Against	For	03 . APPROVAL OF THE 2004 INCENTIVE STOCK PLAN.		Issuer
For	For	04 . RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
H.J. HEINZ	9/12/2003	35700	423074103	hnz
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Director
For		W.R. JOHNSON		Issuer
For		C.E. BUNCH
For		M.C. CHOKSI
For		L.S. COLEMAN, JR.
For		P.H. COORS
For		E.E. HOLIDAY
For		C. KENDLE
For		D.R. O'HARE
For		L.C. SWANN
For		T.J. USHER
For		J.M. ZIMMERMAN
For	For	2.RATIFICATION OF AUDITORS		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
INTEL CORP	5/19/2004	40900	458140100	intc
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		CRAIG R. BARRETT		Issuer
For		CHARLENE BARSHEFSKY
For		JOHN P. BROWNE
For		ANDREWS S. GROVE
Withhold		D. JAMES GUZY
For		REED E. HUNDT
For		PAUL S. OTELLINI
For		DAVID S. POTTRUCK
For		JANE E. SHAW
For		JOHN L. THORNTON
For		DAVID B.YOFFIE
For	For	2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS.		Issuer
Against	For	3. APPROVAL OF THE 2004 EQUITY INCENTIVE PLAN		Issuer
For	Against	4. STOCKHOLDER PROPOSAL REQUESTING THE EXPENSING OF STOCK OPTIONS		Security Holder
For	Against	5. STOCKHOLDER PROPOSAL REQUESTING THE USE OF PERFORMANCE-VESTING STOCK		Security Holder
For	Against	6.STOCKHOLDER PROPOSAL REQUESTING THE USE OF PERFORMANCE-BASED STOCK OPTIONS		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
JOHNSON & JOHNSON	4/22/2004	30700	478160104	jnj
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
Withhold		GERARD N. BURROW		Issuer
For		MARY S. COLEMAN
For		JAMES G. CULLEN
For		ROBERT J. DARRETTA
Withhold		M. JUDAH FOLKMAN
For		ANN D. JORDAN
For		ARNOLD G. LANGBO
For		SUSAN L. LINDQUIST
For		LEO F. MULLIN
For		STEVEN S REINEMUND
For		DAVID SATCHER
For		HENRY B. SCHACHT
For		WILLIAM C. WELDON
For	For	02 . RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS AS INDEPENDENT AUDITORS		Issuer
Against	Against	03 . PROPOSAL ON CHARITABLE CONTRIBUTIONS		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
Marriott International Inc.	4/30/2004	32000	571903202	mar
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		LAWRENCE W. KELLNER		Issuer
For		JOHN W. MARRIOTT III
For		HARRY J. PEARCE
For		02 . RATIFY APPOINTMENT OF ERNST AND YOUNG LLP AS INDEPENDENT AUDITOR		Issuer
Against		03 . SHAREHOLDER PROPOSAL TO ADOPT CUMULATIVE VOTING FOR ELECTION OF DIRECTORS		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MCDONALD'S CORP	5/20/2004	66600	580135101	mcd
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		EDWARD A BRENNAN		Issuer
For		WALTER E. MASSEY
For		JOHN W. ROGERS,JR
For		ANNE MARIE SLAUGHTER
For		ROGER W. STONE
For	For	2. APPROVAL OF AUDITORS		Issuer
For	For	3.APPROVAL OF MCDONALD'S CORP AMENDED AND RESTATED 2001 OMNIBUS STOCK OMNERSHIP PLAN.		Issuer
Against	For	4. APPROVAL OF MCDONALD'S CORP 2004 CASH INCENTIVE PLAN		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MELLON FINANCIAL CORP	4/20/2004	26100	58551A108	mel
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		JARED L. COHON		Issuer
For		IRA J. GUMBERG
For		MARTIN G. MCGUINN
For		DAVID S. SHAPIRA
For		JOHN P. SURMA
For		EDWARD J. MCANIFF
Against	For	02 . PROPOSAL TO AMEND THE CORPORATION'S LONG-TERM PROFIT INCENTIVE PLAN.		Issuer
For	For	03 . RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MERCK & CO	4/27/2004	36900	589331107	mrk
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		PETER C. WENDELL		Issuer
For		WILLIAM G. BOWEN
For		WILLIAM M. DALEY
For		THOMAS E. SHENK
For		WENDELL P. WEEKS
For	For	02 . RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S INDEPENDENT AUDITORS FOR 2004		Issuer
For	For	03 . PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEMS 4 THROUGH 8		Issuer
For	Against	04 . STOCKHOLDER PROPOSAL CONCERNING MANAGEMENT COMPENSATION		Security Holder
Against	Against	05 . STOCKHOLDER PROPOSAL CONCERNING EXTENSION OF PRESCRIPTION DRUG PATENTS		Security Holder
Against	Against	06 . STOCKHOLDER PROPOSAL CONCERNING ETHICAL AND SOCIAL PERFORMANCE OF THE COMPANY		Security Holder
Against	Against	07 . STOCKHOLDER PROPOSAL CONCERNING USE OF SHAREHOLDER RESOURCES FOR POLITICAL PURPOSES		Security Holder
Against	Against	08 . STOCKHOLDER PROPOSAL CONCERNING A REPORT RELATED TO THE GLOBAL HIV/AIDS PANDEMIC		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MICROSOFT CORP	11/11/2003	43700	594918104	msft
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		WILLIAM H. GATES III		Issuer
For		STEVEN A. BALLMER
For		JAMES I. CASH JR.
For		RAYMOND V. GILMARTIN
Withhold		A. MCLAUGHLIN KOROLOGOS
For		DAVID F. MARQUARDT
For		CHARLES H. NOSKI
For		HELMUT PANKE
For		WM. G. REED JR.
For		JON A. SHIRLEY
Against	For	2. ADOPTION OF THE AMENDMENTS TO THE 2001 STOCK PLAN		Issuer
Against	For	3. ADOPTION OF THE AMENDMENTS TO THE 1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS		Issuer
Against	Against	4. Sheila K. Kippy request the company to refrain from making direct charitable contributions. If the company wishes, it could pay a dividend and send a note to shareholders suggesting they contribute it to their favorite charity.		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MORGAN STANLEY	4/20/2004	27700	mwd	617446448
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		JOHN W. MADIGAN		Issuer
For		DR. KLAUS ZUMWINKEL
For		SIR HOWARD DAVIES
For	For	02. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS		Issuer
Against	Against	03. SHAREHOLDER PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS		Security Holder
For	Against	04. SHAREHOLDER PROPOSAL TO REQUIRE SHAREHOLDER APPROVAL OF "GOLDEN PARACHUTE" AGREEMENTS		Security Holder
For	Against	05. SHAREHOLDER PROPOSAL TO DISCLOSE POLITICAL CONTRIBUTIONS		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
NOKIA CORP SPONSORED ADR	3/25/2004	86555	654902204	nok
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		PAUL J. COLLINS		Issuer
For		GEORG EHRNROOTH
For		BENGT HOLMSTROM
For		PER KARLSSON
For		JORMA OLLILA
For		MARJORIE SCARDINO
For		VESA VAINIO
For		ARNE WESSBERG
For	For	1A. APPROVAL OF THE INCOME STATEMENTS AND THE BALANCE SHEETS.		Issuer
For	For	1B. APPROVAL OF A DIVIDEND OF EUR 0.30 PER SHARE.		Issuer
For	For	1C. APPROVAL OF THE DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT FROM LIABILITY.		Issuer
For	For	1G. APPROVAL OF THE APPOINTMENT OF THE AUDITOR. ("FOR" AND "ABSTAIN" ARE THE ONLY VALID VOTING OPTIONS)		Issuer
For	For	2. APPROVAL OF THE PROPOSAL OF THE BOARD TO REDUCE THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA SHARES HELD BY THE COMPANY		Issuer
For	For	3. APPROVAL OF THE AUTHORIZATION TO THE BOARD TO INCREASE THE SHARE CAPITAL OF THE COMPANY.		Issuer
For	For	4. APPROVAL OF THE AUTHORIZATION TO THE BOARD TO REPURCHASE NOKIA SHARES.		Issuer
For	For	5. APPROVAL OF THE AUTHORIZATION TO THE BOARD TO DISPOSE NOKIA SHARES HELD BY THE COMPANY.		Issuer
Against	For	6. APPROVAL OF THE PROPOSAL OF THE BOARD TO INCREASE THE CAPITAL OF THE FOUNDATION OF NOKIA CORPORATION.		Issuer
Against	For	7. MARK THE "FOR" BOX IF YOU WISH TO INSTRUCT THE DEPOSITARY TO GIVE A PROXY TO ANY ONE OF MARIANNA UOTINEN-TARKOMA, ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF NOKIA CORPORATION, TO AUTHORIZE ANY OF THEM (WITH FULL POWER OF SUBSTITUTION) TO VOTE, IN THEIR DISCRETION, ON YOUR BEHALF ONLY UPON ITEM 7 OF THE ANNUAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENT THEREOF.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
NORTHERN TRUST CORP	4/20/2004	32500	TRS	665859104
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		DUANE L. BURNHAM		Issuer
For		DOLORES E. CROSS
For		SUSAN CROWN
For		ROBERT S. HAMADA
For		ROBERT A. HELMAN
For		DIPAK C. JAIN
For		ARTHUR L. KELLY
For		ROBERT C. MCCORMACK
For		EDWARD J. MOONEY
For		WILLIAM A. OSBORN
For		JOHN W. ROWE
Withhold		HAROLD B. SMITH
For		WILLIAM D. SMITHBURG
For	For	02 . RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE CORPORATION'S INDEPENDENT PUBLIC ACCOUNTANTS.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
PEPSICO INC.	5/5/2004	24100	713448108	pep
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		J.F. AKERS		Issuer
For		R.E. ALLEN
Withhold		R.L. HUNT
For		A.C. MARTINEZ
For		I.K. NOOYI
For		F.D. RAINES
For		S.S. REINEMUND
For		S.P. ROCKEFELLER
For		J.J. SCHIRO
For		F.A. THOMAS
For		C.M. TRUDELL
For		S.D. TRUJILLO
For		D. VASELLA
For	For	02 . APPROVAL OF AUDITORS		Issuer
For	For	03 . APPROVAL OF THE 2004 EXECUTIVE INCENTIVE COMPENSATION PLAN		Issuer
Against	Against	04 . SHAREHOLDER PROPOSAL (PROXY STATEMENT P.22)		Security Holder
Against	Against	05 . SHAREHOLDER PROPOSAL (PROXY STATEMENT P.23)		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
PFIZER	4/22/2004	39800	717081103	pfe
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		MICHAEL S. BROWN		Issuer
For		M. ANTHONY BURNS
For		ROBERT N. BURT
For		W. DON CORNWELL
Against		WILLIAM H. GRAY III
Against		CONSTANCE J. HORNER
Against		WILLIAM R. HOWELL
For		STANLEY O. IKENBERRY
For		GEORGE A. LORCH
Against		HENRY A. MCKINNELL
For		DANA G. MEAD
For		FRANKLIN D. RAINES
For		RUTH J. SIMMONS
For		WILLIAM C. STEERE, JR.
For		JEAN-PAUL VALLES
For	For	02 . A PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR 2004.		Issuer
Against	For	03 . A PROPOSAL TO APPROVE THE PFIZER INC. 2004 STOCK PLAN.		Issuer
Against	Against	04 . SHAREHOLDER PROPOSAL REQUESTING REVIEW OF THE ECONOMIC EFFECTS OF THE HIV/AIDS, TB AND MALARIA PANDEMICS ON THE COMPANY'S BUSINESS STRATEGY		Security Holder
Against	Against	05 . SHAREHOLDER PROPOSAL RELATING TO POLITICAL CONTRIBUTIONS		Security Holder
Against	Against	06 . SHAREHOLDER PROPOSAL RELATING TO AN ANNUAL REPORT ON CORPORATE RESOURCES DEVOTED TO SUPPORTING POLITICAL ENTITIES OR CANDIDATES		Security Holder
Against	Against	07 . SHAREHOLDER PROPOSAL SEEKING TO IMPOSE TERM LIMITS ON DIRECTORS.		Security Holder
Against	Against	08 . SHAREHOLDER PROPOSAL REQUESTING A REPORT ON INCREASING ACCESS TO PFIZER PRODUCTS.		Security Holder
For	Against	09 . SHAREHOLDER PROPOSAL ON STOCK OPTIONS		Security Holder
Against	Against	10 . SHAREHOLDER PROPOSAL ON IN VITRO TESTING.		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
THE PNC FINANCIAL SERVICES GROUP,INC.	4/27/2004	22900	693475105	pnc
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		MR. CHELLGREN		Issuer
For		MR. CLAY
For		MR. COOPER
For		MR. DAVIDSON
For		MR. KELSON
For		MR. LINDSAY
For		MR. MASSARO
For		MR. O'BRIEN
For		MS. PEPPER
For		MR. ROHR
For		MS. STEFFES
For		MR. STRIGL
For		MR. THIEKE
For		MR. USHER
For		MR. WASHINGTON
For		MR. WEHMEIER
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
PRINCIPAL FINANCIAL GROUP	5/18/2004	23000	74251V102	pfg
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		DAVID J. DRURY		Issuer
For		C. DANIEL GELATT
For		SANDRA L. HELTON
For		FEDERICO F. PENA
For	For	02 . RATIFICATION OF AUDITORS		Issuer
For	For	03 . APPROVAL OF ANNUAL INCENTIVE PLAN		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
SCHERING PLOUGH	4/27/2004	68400	806605101	sgp
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		FRED HASSAN		Issuer
For		PHILIP LEDER, M.D.
For		EUGENE R. MCGRATH
For		RICHARD DE J. OSBORNE
For	For	02 . RATIFICATION OF DESIGNATION OF INDEPENDENT AUDITORS		Issuer
For	For	03 . APPROVAL OF THE OPERATIONS MANAGEMENT TEAM INCENTIVE PLAN		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
SOUTHWEST AIRLINES	5/19/2004	98087	844741108	luv
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	DIRECTORS:
For		HERBERT D. KELLEHER		Issuer
For		ROLLIN W. KING
For		JUNE M. MORRIS
For		C. WEBB CROCKETT
For		WILLIAM P. HOBBY
For		TRAVIS C. JOHNSON
For	For	02 . RATIFICATION OF SELECTION OF AUDITOR (ITEM 2) ON PAGE 19 OF THE PROXY STATEMENT.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
SUNGARD DATA SYSTEMS INC	5/14/2004	68200	867363103	sds
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Director
For		GREGORY S. BENTLEY		Issuer
For		MICHAEL C. BROOKS
For		CRISTOBAL CONDE
For		RAMON DE OLIVEIRA
For		HENRY C. DUQUES
For		ALBERT A. EISENSTAT
For		BERNARD GOLDSTEIN
For		JANET BRUTSCHEA HAUGEN
For		JAMES L. MANN
For		MALCOLM I. RUDDOCK
For	For	02 . RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
SYSCO CORP	11/7/2003	28700	871829107	syy
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		JONATHAN GOLDEN		Issuer
For		JOSEPH A. HAFNER, JR.
For		THOMAS E. LANKFORD
For		RICHARD J. SCHNIEDERS
For		J.K. STUBBLEFIELD, JR
For	For	2. APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT SYSCO WILL HAVE THE AUTHORITY TO ISSUE TO TWO BILLION (2,000,000,000).		Issuer
Against	For	3. APPROVAL OF THE 2003 STOCK INCENTIVE PLAN.		Issuer
Against	Against	4.SHAREHOLDER PROPOSAL REQUESTING THAT THE BOARD REVIEW THE COMPANY'S POLICIES FOR FOOD PRODUCTS CONTAINING GENETICALLY ENGINEERED INGREDIENTS AND REPORT TO SHAREHOLDERS BY MARCH 2004.		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
TEVA PHARMACEUTICAL ADR	5/20/2004	19200	881624209	teva
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For		01 . TO RECEIVE AND DISCUSS THE COMPANY'S CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2003 AND THE CONSOLIDATED STATEMENTS.		Issuer
For		02 . TO APPROVE THE BOARD OF DIRECTORS' RECOMMENDATION THAT THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2003, WHICH WAS PAID IN FOUR INSTALLMENTS AND AGGREGATED NIS 1.44 (APPROXIMATELY US$0.322) PER ORDINARY SHARE, BE DECLARED FINAL.		Issuer
For		3A . TO ELECT ABRAHAM E. COHEN TO SERVE FOR A THREE-YEAR TERM.		Issuer
Against		3B . TO ELECT LESLIE DAN TO SERVE FOR A THREE-YEAR TERM.		Issuer
For		3C . TO ELECT PROF. MEIR HETH TO SERVE FOR A THREE-YEAR TERM.		Issuer
Against		3D . TO ELECT PROF. MOSHE MANY TO SERVE FOR A THREE-YEAR TERM		Issuer
Against		3E . TO ELECT DOV SHAFIR TO SERVE FOR A THREE-YEAR TERM		Issuer
Against		04 . TO APPROVE THE PURCHASE OF DIRECTOR'S AND OFFICER'S LIABILITY INSURANCE FOR THE DIRECTORS AND OFFICERS OF THE COMPANY.		Issuer
For		05 . TO APPOINT KESSELMAN & KESSELMAN, A MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004 AND AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THEIR COMPENSATION.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
WALGREEN CO	1/14/2003	36800	931422109	wag
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		DAVID W. BERNAUER		Issuer
For		WILLIAM C. FOOTE
For		JAMES J. HOWARD
For		ALAN G. MCNALLY
For		CORDELL REED
For		JEFFREY A. REIN
For		DAVID Y. SCHWARTZ
For		JOHN B. SCHWEMM
For		MARILOU M. VON FERSTEL
For		CHARLES R. WALGREEN III
Against	For	2.APPROVAL OF THE AMENDED AND RESTATED WALGREEN CO. NONEMPLOYEE DIRECTOR STOCK PLAN.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
Xilinx, Inc.	8/7/2003	27600	983919101	xlnx
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		WILLEM P. ROELANDTS		Issuer
For		JOHN L. DOYLE
For		JERALD G. FISHMAN
For		PHILIP T. GIANOS
Withhold		WILLIAM G. HOWARD, JR.
For		HAROLD E. HUGHES, JR.
For		RICHARD W. SEVCIK
For		ELIZABETH VANDERSLICE
For	For	2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF XILINX FOR THE FISCAL YEAR ENDING APRIL 3, 2004.		Issuer

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Buffalo Large Cap Fund, Inc.

By (Signature and Title)* /s/ Kent W. Gasaway, President 

Date 8/26/2004 

* Print the name and title of each signing officer under his or her signature.