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 002-29033 GREAT WEST VARIABLE ANNUITY ACCOUNT A (Exact name of Registrant) 8515 E. Orchard Road Greenwood Village, Colorado 80111-5002 (Address of Depositor's principal executive offices)(Zip code) BEVERLY A. BYRNE Vice President and Counsel Great-West Life & Annuity Insurance Company 8515 E. Orchard Road Greenwood Village, Colorado 80111 (Name and address of agent for service) Registrant's telephone number, including area code: (303) 737-3817 Date of fiscal year end: December 31 Date of reporting period: July 1, 2003 - June 30, 2004 Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. VAAA Proxy Voting Log 7/1/03 - 6/30/04 Company Ticker CUSIP Mtg Date Issues Mgmt/Shldr Vote Cast Mgmt Shares Rcmd Voted Dell Computer Corp DELL 247025109 7/18/03 1.1 - 1.3 Vote on Directors: M FOR FOR Michael A. Miles; Alex J. Mandi; 5,600 Morton L. Topfer 2.0 Elimination of Classified Board M FOR FOR 3.0 Change of Company Name to "Dell M FOR FOR Inc." 4.0 Approval of Executive Annual M FOR FOR Incentive Bonus Plan Brinker International, Inc EAT 109641100 11/13/03 1.1 - 1.11 Vote on Directors: M FOR FOR Ronald A. McDougall; Douglas H. 5,100 Brooks; Dan W. Cook, III; Robert M. Gates; Marvin J. Girouard; Ronald Kirk; George R. Mrkonic; Erle Nye; james E. Oesterreicher; Cece Smith; Roger T. Staubach 2.0 Ratification of appointment of M FOR FOR KPMG as auditors 3.0 Report on genetically S AGAINST AGAINST engineered ingredients in food products Johnson Controls JCI 478366107 1/28/04 1.1 - 1.4 Vote on Directors: Robert M FOR FOR L. Barnett; Willie D. Davis; 2,050 Jeffrey A. Joerres; Richard F. Teerlink 2.0 Approval of PwC as independent M FOR FOR auditors for 2004 3.0 Ratification of the Long-Term M FOR FOR Performance Plan 4.0 Ratification of the Executive M FOR FOR Incentive Compensation Plan 5.0 Ratification of the 2003 Stock M FOR FOR Plan for Outside Directors 6.0 Approval of the 2001 Restricted M FOR FOR Stock Plan amendment Costco Wholesale Corp COST 22160K105 1/29/04 1.1 - 1.5 Vote on Directors: M FOR FOR Benjamin S. Carson; Hamilton E. 6,000 James; Jill S. Ruckelshaus; William H. Gates, II; Daniel J. Evans 2.0 Proposal to elect directors S FOR AGAINST annually and not by class 3.0 Proposal to develop a policy S AGAINST AGAINST for land procurement 4.0 Ratification of selection of M FOR FOR independent auditors Rockwell Automation, Inc ROK 773903109 2/4/04 1.1 - 1.4 Vote on Directors: D.H. M FOR FOR Davis, Jr.; W.H. Gray, III; W.T. 3,200 McCormick, Jr.; K.D. Nosbusch 2.0 Approve the selection of M FOR FOR auditors 3.0 Approve the 2000 Long-Term M FOR FOR Incentives Plan, as amended Rockwell Collins, Inc. COL 774341101 2/10/04 1.1 - 1.2 Vote on Directors: D.R. M FOR FOR Beall; R.J. Ferris 3,200 2.0 Selection of D&T as auditors M FOR FOR for 2004 Schlumberger Limited SLB 806857108 4/14/04 1.0 Election of 10 Directors: J. M FOR FOR Deutch; J.S. Gorelick; A. Gould; T. 2,100 Isaac; A. Lajous; A. Levy-Lang; D. Primat; T. Sandvold; N. Seydoux; L.G. Stuntz 2.0 Adoption & approval of M FOR FOR Financials & Dividends 3.0 Approval of adoption of the M FOR FOR 2004 Stock & Deferral Plan for Non-Employee Directors 4.0 Approval of auditors M FOR FOR Wachovia Corp WB 929903102 4/20/04 1. Elect Directors: Calss III: M FOR FOR James S. Balloun, John T. Casteen, 3,700 III; Joseph Neubauer; Lanty L. Smith; Dona Davis Young 2. Ratify the appointment of KPMG M FOR FOR as 2004 audtiors 3. Stockholder proposal regarding S AGAINST AGAINST nominating directors 4. Stockholder proposal regarding S AGAINST AGAINST reporting political information 5. Stockholder proposal regarding S AGAINST AGAINST separating the offices of Chairman and Chief Executive Officer Southtrust Corp SOTR 844730101 4/21/04 1.1 - 1.4 Election of Directors: M FOR FOR Carl F. Bailey; John M. Bradford; 5,000 William C. Hulsey; Wallace D. Malone, Jr. 2. Ratification of Independent M FOR FOR Auditors 3. Ratification of Amended and M FOR FOR Restated Senior Officer Performance Incentive Plan 4. Ratification of 2004 Long-Term M FOR FOR Incentive Plan Johnson & Johnson JNJ 478160104 4/22/04 1.1 - 1.12 Vote on Directors: M FOR FOR Gerard N. Burrow; Mary S. Coleman; 3,200 James G. Cullen; Robert J. Darretta; M. Judah Folkman; Ann D. Jordan; Arnold G. Langbo; Susan L. Lindquist; Leo F. Mullin; Steven S Reinemund; David Satcher; Henry B. Schacht; William C. Weldon 2.0 Ratification of appointment of M FOR FOR PricewaterhouseCoopers as Independent Auditors 3.0 Proposal on charitable S AGAINST AGAINST contributions Lockheed Martin Corp LK 539830109 4/22/04 1.01 - 1.14 Election of Directors: M FOR FOR E.C. "Pete" Aldridge, Jr.; Nolan D. 1,350 Archibald; Norman R. Augustine; Marcus C. Bennett; Vance D. Coffman; Gwendolyn S. King; Douglas H. McCorkindale; Eugene F. Murphy; Joseph W. Ralston; Frank Savage; Anne Stevens; Robert J. Stevens; James R. Ukropina; Douglas C. Yearley 2. Ratification of Appointment of M FOR FOR Independent Auditors 3. Stockholder Proposal by Evelyn S AGAINST AGAINST Y. Davis 4. Stockholder Proposal by John S AGAINST AGAINST Chevedden 5. Stockholder Proposal by United S AGAINST AGAINST Association S&P 500 Index Fund 6. Stockholder Proposal by The S AGAINST AGAINST Sisters of Mercy and Other Groups Kimberly-Clark Corp KMB 494368103 4/29/04 1.01 - 1.04 Election of Directors: M FOR FOR Pastora San Juan Cafferty; Claudio 2,900 X. Gonzalez; Linda Johnson Rice; Marc J. Shapiro 2. Approval of Amendments to 2001 M FOR FOR Equity Participation Plan 3. Approval of Audtiors M FOR FOR 4. Stockholder Proposal Regarding S AGAINST AGAINST the Corporation's Amended and Restated Rights Agreement Nicor Inc GAS 654086107 4/15/04 1.1 - 1.12 Election of Directors: M FOR FOR R.M. Beavers, Jr.; B.P. Bickner; 4,600 J.H. Birdsall, III; T.A. Donahoe; T.L. Fisher; J.E. Jones; D.J. Keller; W.A. Osborn; J. Rau; J.F. Riordan; R.M. Strobel; P.A. Wier 2. Ratification of Deloitte & M FOR FOR Touche as independent public accountants in 2004 3. Shareholder proposal concerning S AGAINST AGAINST the shareholder rights plan Merck & Co., Inc. MRK 589331107 4/27/04 1.01 - 1.05 Election of Directors: M FOR FOR Peter C. Wendell; William G. Bowen; 2,780 William M. Daley; Thomas E. Shenk; Wendell P. Weeks 2. Ratification of the appointment M FOR FOR of the Company's independent auditors for 2004 3. Proposal to amend the Restated M FOR FOR Certificate of Incorporation to declassify the Board of Directors 4. Stockholder Proposal Conderning S AGAINST AGAINST Management Compensation 5. Stockholder Proposal Concerning S AGAINST AGAINST Extension of Perscription Drug Patents 6. Stockholder Proposal Concerning S AGAINST AGAINST Ethical & Social Performance of the Company 7. Stockholder Proposal Concerning S AGAINST AGAINST Use of Shareholder Resources for Political Purposes 8. Stockholder ProposalConcerning a S AGAINST AGAINST Report Related to the Global HIV/AIDS Pandemic Hershey Foods Corp HSY 427866108 4/28/04 1.01 - 1.09 Vote on Directors: J.A. M FOR FOR Boscia, R.H. Campbell, R.F. 1,500 Cavanaugh; G.P. Coughlan; H. Edelman; B.G. Hill; R.H. Lenny; M.J. McDonald; M.J. Toulantis 2. Approve appointment of KPMG as M FOR FOR auditors for 2004 Torchmark Corp TMK 891027104 4/29/04 1.01 - 1.05 Election of Directors: M FOR FOR Charles E. Adair; Joseph M. Farley; 3,475 C.B. Hudson; Joseph L. Lanier, Jr.; R.K. Richey 2. Ratification of auditors M FOR FOR 3. Shareholder Proposal S AGAINST AGAINST 4. Shareholder Proposal S AGAINST AGAINST SBC Communications Inc SBC 78387G103 4/30/04 1.01 - 1.06 Election of Directors: M FOR FOR James E. Barnes; James A. 2,500 Henderson; John B. McCoy; S. Donley Ritchey; Joyce M. Roche; Patricia P. Upton 2. Appointment of Independent M FOR FOR Auditors 3. Approve and Amendement to SBC's M FOR FOR Bylaws 4. Stockholder Proposal A S AGAINST AGAINST 5. Stockholder Proposal B S AGAINST AGAINST Motorola MOT 620076109 5/3/04 1.01 - 1.11 Election of Directors: M FOR FOR E. Zander; H.L. Fuller; J. Lewent; 9,500 W. Massey; N. Negroponte; I. Nooyi; J. Pepper, Jr.; S. Scott III; D. Warner III; J. White; M. Zafirovski 2. Shareholder proposal re: S AGAINST AGAINST Commonsense Executive Compensation 3. Shareholder proposal re: S AGAINST AGAINST Performance & Time-based Restricted Shares Gannett Co., Inc. GCI 364730101 5/4/04 1.01 - 1.03 Election of Directors: M FOR FOR James A. Johnson; Douglas H. 2,100 McCorkindale; Stephen P. Munn 2. Proposal to Ratify M FOR FOR PricewaterhouseCoopers as the Company's Auditors 3. Proposal to Amend 2001 Omnibus M FOR FOR Incentive Compensation Plan 4. Shareholder Proposal concerning S AGAINST AGAINST Executive Compensation Leggett & Platt Inc LEG 524660107 5/5/04 1.01 - 1.10 Election of Directors: M FOR FOR Raymond F. Bentele; Ralph W. Clark; 4,500 Harry M. Cornell, Jr.; Robert Ted Enloe, III; Richard T. Fisher; Karl G. Glassman; David S. Haffner; Judy C. Odorn; Maurice E. Purnell, Jr.; Felix E. Wright 2. Ratification of M FOR FOR PricewaterhouseCoopers as auditors for 2004 3. Approval of amendment to 1989 M FOR FOR Discount Stock Plan to authorize additional 4 million shares 4. Approval of 2004 Key Officers M FOR FOR Incentive Plan Sunoco SUN 86764P109 5/6/04 1.01 - 1.12 Election of Board of M FOR FOR Directors: R.J. Darnall; J.G. 3,330 Drosdick; U.F. Fairbairn; T.P. Gerrity; R.B. Greco; J.G. Kaiser; R.D. Kennedy; R.H. Lenny; N.S. Matthews; R.A. Pew; G.J. Ratcliffe; J.W. Rowe; J.K. Wulff 2. Ratification of the appointment M FOR FOR of Ernst & Young as independent auditors for 2004 Newell Rubbermaid Inc NWL 651229106 5/12/04 1.01 - 1.04 Election of Class II M FOR FOR Directors: Scott S. Cowen; Cynthia 5,900 A. Montgomery; Allan P. Newell; Gordon R. Sullivan 2. Ratification of appointment of M FOR FOR Ernst & Young as auditors Duke Energy Corp DUK 264399106 5/13/04 1.01 - 1.04 Election of Class I M FOR FOR Directors: Paul M. Anderson; Ann M. 5,000 Gray; Michael E.J. Phelps; James T. Rhodes 2. Ratification of Deloitte & M FOR FOR Touche as auditors 3. Shareholder proposal relating to S FOR AGAINST declassification of Board of Directors Lincoln National Corp LNC 534187109 5/13/04 1.01 - 1.04 Election of Directors M FOR FOR w/ terms expiring 2007: William J. 3,800 Avery; Jon A. Boscia; Eric G. Johnson; Glenn F. Tilton 2. Approve Deferred Compensation M FOR FOR Plan for Non-Employee Directors Maytag Corp MYG 578592107 5/13/04 1.01 - 1.04 Election of Directors: M FOR FOR Wayland R. Hicks; James A. 5,900 McCaslin; W. Ann Reynolds; Fred G. Steingraber 2. Ratification of Ernst & Young as M FOR FOR 2004 auditors 3. Approval of amended and restated M FOR FOR Employee Disount Stock Purchase Plan 4. Approval to repeal Article M FOR FOR Eleventh of Restated Cerificate of Incorporation 5. Stockholder proposal concerning S FOR AGAINST classification of the Board 6. Stockholder proposal concerning S AGAINST AGAINST adoption of "poison pill" provisions Sears, Roebuck and Co. S 812387108 5/13/04 1.01 - 1.04 Election of Directors: M FOR FOR William L. Bax; Donald J. Carty; 3,050 Alan J. Lacy; Hugh B. Price 2. Appointment of Deloitte & Touche M FOR FOR as auditors for 2004 3. Shareholder proposal regarding S FOR AGAINST classified board 4. Shareholder proposal regarding S AGAINST AGAINST poison pills 5. Shareholder proposal regarding S AGAINST AGAINST majority vote shareholder committee Transocean Inc RIG G90078109 5/13/04 1.01 - 1.04 Election of Directors: M FOR FOR Robert L. Long; Martin B. McNamara; 2,200 Robert M. Sprague; J. Michael Talbert 2. Approval of amendment of M FOR FOR Long-Term Incentive Plan 3. Approval of appointment of Ernst M FOR FOR & Young as auditors Vulcan Materials Co VMC 929160109 5/14/04 1.01 - 1.04 Election of Directors: M FOR FOR Orin R. Smith; Douglas J. McGregor; 3,500 Donald B. Rice; Vincent J. Trosino 2. Approval of restricted stock M FOR FOR plan for nonemployee directors 3. Ratification of Deloitte & M FOR FOR Touche as 2004 auditors Consolidated Edison, Inc ED 209115104 5/17/04 1.01 - 1.11 Election of Directors: M FOR FOR V.A. Calarco; G. Campbell, Jr.; 4,300 G.J. Davis; M.J. Del Giudice; J.S. Freilich; E.V. Futter; S. Hernandez-Pinero; P.W. Likins; E.R. McGrath; F.V. Salerno; S.R. Volk 2. Ratification of appointment of M FOR FOR independent accountants 3. Approval of Stock Purchase Plan M FOR FOR 4. Additional compensation S AGAINST AGAINST information Allstate Corp ALL 020002101 5/18/04 1.01 - 1.12 Election of Directors: M FOR FOR F. Duane Ackerman; James G. 4,100 Andress; Edward A. Brennan; W. James Farrell; Jack M. Greenberg; Ronald T. LeMay; Edward M. Liddy; J. Christopher Reyes; H. John Riley, Jr.; Joshua I. Smith; Judith A. Sprieser; Mary Alice Taylor 2. Appointment of Deloitte & Touche M FOR FOR as 2004 auditors 3. Approval of Material Terms of M FOR FOR Annual Covered Employee Incentive Compensation Plan 4. Approval of Material Terms of M FOR FOR Long-Term Executive Incentive Compensation Plan 5. Provide cumulative voting for S AGAINST AGAINST Board of Directors Intel Corp INTC 458140100 5/19/04 1.01 - 1.11 Election of Directors: M FOR FOR Craig R. Barrett; Charlene 4,400 Barshefsky; E. John P. Browne; Andrew S. Grove; D. James Guzy; Reed E. Hundt; Paul S. Otellini; David S. Pottruck; Jane E. Shaw; John L. Thornton; David B. Yoffie 2. Ratification of Selection of M FOR FOR independent auditors 3. Approval of 2004 Equity M FOR FOR Incentive Plan 4. Stockholder Proposal Requesting S AGAINST AGAINST the Expensing of Stock Options 5. Stockholder proposal requesting S AGAINST AGAINST the use of performance-vesting stock 6. Stockholder proposal requesting S AGAINST AGAINST the use of performance-based stock options Liz Claiborne Inc LIZ 539320101 5/20/04 1.1 - 1.4 Election of Directors: M FOR FOR Raul J. Fernandex; Mary Kay Haben; 3,900 Kenneth P. Kopelman; Arthur C. Martienz 2. Ratification of Deloitte & M FOR FOR Touche as 2004 auditors The Hartford Financial HIG 416515104 5/20/04 1.01 - 1.11 Election of Directors: M FOR FOR Services Group, Inc. Ramani Ayer; Ronald E. Ferguson; 2,600 Edward J. Kelly, III; Paul G. Kirk, Jr.; Thomas M. Marra; Gail J. McGovern; Robert W. Selander; Charles B. Strauss; H. Patrick Swygert; Gordon I. Ulmer; David K. Zwiener 2. Ratifitcation of appointment of M FOR FOR Deloitte & Touche as auditors 3. Proposal by shareholder relating S AGAINST AGAINST to executive compensation Xerox Corp XRX 984121103 5/20/04 1.01 - 1.11 Election of Directors: M FOR FOR 10,000 Glenn A. Britt; Richard J. Harrington; William Curt Hunter; Vernon E. Jordan, Jr.; Hilmar Kopper; Ralph S. Larsen; Anne M. Mulcahy; N.J. Nicholas, Jr.; John E. Pepper; Ann N. Reese; Stephen Robert 2. Ratification of auditors M FOR FOR 3. Adopt 2004 Performance Incentive M FOR FOR Plan 4. Adopt 2004 Equity Compensation M FOR FOR Plan for Non-Employee Directors Constellation Energy Group, CEG 210371100 5/21/04 1.1 - 1.4 Election of Class II M FOR FOR Inc. Directors: James T. Brady; James R. 3,500 Curtiss; Edward J. Kelly, III; Rovert J. Lawless 2. Ratification of PwC as 2004 M FOR FOR auditors Time Warner Inc TWX 887317105 5/21/04 1.1 - 1.13 Election of Directors: M FOR FOR 10,220 James L. Barksdale; Stephen F. Bollenbach; Stephen M. Case; Frank J. Caufield; Robert C. Clark; Miles R. Gilburne; Carla A. Hills; Reuben Mark; Michael A. Miles; Kenneth J. Novack; Richard D. Parsons; R.E. Turner; Francis T. Vincent, Jr. 2. Ratification of auditors M FOR FOR 3. Stockholder proposal regarding S AGAINST AGAINST China business principles 4. Stockholder proposal regarding S AGAINST AGAINST report on pay disparity Bank One Corp ONE 06423A103 5/25/04 1. Merger Proposal M FOR FOR 3,200 2.01 - 2.12 Election of Directors: M FOR FOR Bryan; Burke; Crown; Dimon; Fay; Jackson; Kessler; Lipp; Manoogian; Novak; Rogers; Stratton 3. Ratification of appointment of M FOR FOR independent auditors Exxon Mobil XOM 30231G102 5/26/04 1.1 - 1.11 Election of Directors: M FOR FOR M.J. Boskin; J.R. Houghton; W.R. 2,424 Howell; R.C. King; P.E. Lippincott; H.J. Longwell; H.A. McKinnell, Jr.; M.C. Nelson; L.R. Raymong; W.V. Shipley; R.W. Tillerson 2 Ratification of auditors M FOR FOR 3. Approval of 2004 Non-Employee M FOR FOR Director Restricted Stock Plan 4. Political Contributions S AGAINST AGAINST 5. Political Contributions Report S AGAINST AGAINST 6. Media response on Equatorial S AGAINST AGAINST Guinea 7. Board Chairman and CEO S AGAINST AGAINST 8. Executive compensation S AGAINST AGAINST 9. Equity compensation report S AGAINST AGAINST 10. Amendment of EEO policy S AGAINST AGAINST 11. Climate science report S AGAINST AGAINST Regions Financial Corp RF 758940100 6/8/04 1. Adopt agreement and plan of M FOR FOR merger 2.01 - 2.04 Election of Directors: M FOR FOR Margaret H. Greene; Carl E. Jones, Jr.; Susan W. Matlock; John H. Watson 3. Ratify the appointment of Ernst M FOR FOR & Young 4. Adjourn the Regions annual M FOR FOR meeting, if necessary or appropriate, to solicit additional proxies 5. Proposal regarding the required S AGAINST AGAINST stockholder vote for election of directors 6/10/04 1.01 - 1.03 Election of 3 Directors to Class III: Pamela G. Bailey; Albertsons ABS 013104104 Teresa Beck; Beth M. Pritchard M FOR FOR 4,400 2. Ratification of appointment of auditors M FOR FOR 3. Approval of 2004 Equity & Performance Incentive Plan M FOR FOR 4. Proposal regarding majority vote for director elections S AGAINST AGAINST 5. Proposal regarding simple majority voting S FOR AGAINST 6. Proposal regarding executive severance agreements S AGAINST AGAINST 7. Proposal regarding classified board S FOR AGAINST 6/29/04 1. Presentation of the Business Adecco S.A. ADO 006754105 Report 2003 NON-VOTING 8,000 2. Presentation of the Reports of the Auditors NON-VOTING 3. Approval of Business Report 2003 M FOR FOR 4. Appropriation of Retained Earnings M FOR FOR 5. Granting Discharge to the Members of the Board of Directors M AGAINST FOR 6.1 Elect Board of Directors: 1. Phillppe Foriel-Destezet, 2. Philippe Marcel, 3. Jakob Baer, 4. Jurgen Dormann, 5. Klaus J. Jacobs, 6. Francis Mer, 7. Thomas O'Neill, 8. David Prince, 9. Peter Ueberoth M FOR FOR 6.2 Elect Auditors: 1. Statutory auditors and group auditors, 2. Special auditor M FOR FOR 7. Proposal to abolish 5% restriction of transferability/registrating and connected provisions in Art. 4 M FOR FOR 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, in the City of Greenwood Village, State of Colorado, on this 25th day of August, 2004. GREAT-WEST VARIABLE ANNUITY ACCOUNT A (Registrant) By: /s/ William T. McCallum ------------------------------ William T. McCallum Chairman of the Committee