UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY(80)
Investment Company Act file number: 811-4014
Exact name of registrant as specified in charter: MERIDIAN FUND, INC.
60 E. SIR FRANCIS DRAKE BLVD., STE. 306, LARKSPUR, CA. 94939
- ------------------------------------------------------------
(Address of principal executive offices)
RICHARD F. ASTER, JR.
ASTER INVESTMENT MANAGEMENT, INC.
60 E. SIR FRANCIS DRAKE BLVD., STE. 306
LARKSPUR, CA. 94939
- -------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (415) 461-8770
Date of fiscal year end: JUNE 30,
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.
ITEM 1. PROXY VOTING RECORD:
Appended hereto as Exhibit A is the following information indicating for each
matter relating to a portfolio security owned by the Registrant considered at
any shareholder meeting held during the twelve month period ended June 30, 2004
with respect to which the Registrant was entitled to vote:
(a). The name of the issuer of the portfolio security;
(b). The exchange ticker symbol of the portfolio security;
(c). The Council on Uniform Securities Identification Procedures
("CUSIP") number for the portfolio security;
(d). The shareholder meeting date;
(e). Whether the Registrant cast its vote on the matter;
(f). A brief identification of the matter voted on;
(g). How the Registrant cast its vote (e.g., for or against proposal, or
abstain; for or withhold regarding election of directors); and
(h). Whether the matter was proposed by the issuer or by a security
holder;
(i). Whether the Registrant cast its vote for or against management.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant): MERIDIAN FUND, INC.
By (Signature and Title)*: /S/ RICHARD F. ASTER, JR.
-------------------------
RICHARD F. ASTER, JR. , PRESIDENT AND CEO
Date: AUGUST 10 2004
* Print the name and title of each signing officer under his or her signature.
Exhibit A
Meridian Value Fund
(a) Company Name
(b) Ticker (c) CUSIP (d) Meeting Date (e) Whether vote was cast
(f) Description of matter voted on
(g) Vote cast
(h)
i= proposed by issuer
s= proposed by shareholder
(i)
w= vote cast with management
a= vote cast against management
na=vote cast- no mgmt recommendation
Haemonetics Corp
HAE 405024100 7/22/2003 yes
Election of directors
for all i,w
Selection of independent public accountants
for i,w
Tenet Healthcare Corp
THC 88033G100 7/23/2003 yes
Election of directors
for all i,w
Amend articles of incorporation to provide annual election of directors
for i,w
Selection of independent public accountants
for i,w
Proposal to mandate 90% of board as independent
for s,a
Mylan Laboratories, Inc.
MYL 628530107 7/25/2003 yes
Election of directors
for all i,w
Increase number of authorized shares
against i,a
Long-term incentive plan (stock option plan)
against i,a
THQ Inc.
THQI 872443403 8/12/2003 yes
Election of directors
for all i,w
Selection of independent public accountants
for i,w
Amend stock option plan to increase number of shares and
authorize grants of Performance Accelerated Restricted Stock
against i,a
Option exchange program
against i,a
Cummins, Inc.
CUM 231021106 9/16/2003 yes
Election of directors
for all i,w
Selection of independent public accountants
for i,w
Incentive plan (2003 stock option plan)
against i,a
Boston Scientific Corp.
BSX 101137107 10/6/2003 yes
Amendment to Company's 2nd restated Certificate of Incorporation
for i,w
Scholastic Corp
SCHL 807066105 9/23/2003
Election of directors
for all i,w
Bearing Point, Inc.
BE 74002106 11/4/2003 yes
Election of directors
for all i,w
Zale Corp
ZLC 988858106 11/6/2003 yes
Election of directors
for all i,w
2003 stock incentive plan (stock option plan)
against i,a
Approval of executive bonus plan
for i,w
Selection of independent public accountants
for i,w
Parexel
PRXL 699462107 11/11/2003 yes
Election of directors
for all i,w
Selection of independent public accountants
yes for i,w
Hyperion Solutions Corp
HYSL 44914M104 11/10/2003 yes
Election of directors
for all i,w
Amend employee stock participation plan (stock purchase plan) to increase
number of shares
for i,w
Selection of independent public accountants
for i,w
Campbell Soup Co.
CPB 134429109 11/21/2003 yes
Election of directors
for all i,w
Selection of independent public accountants
for i,w
2003 long-term incentive plan (stock option plan)
against i,a
Pall Corporation
PLL 696429307 11/19/2003 yes
Election of directors
for all i,w
2004 Executive incentive cash bonus plan
for i,w
Amendment to Management Stock Purchase Plan to increase number of shares
available under the plan
for i,w
Amendment to Employee Stock Purchase Plan to increase the number of
shares available under the plan
for i,w
Yellow Corporation
YELL 985509108 12/9/2003 yes
Issuance of new shares pursuant to plan of merger among the corporation,
Yankee LLC and Roadway Corp.
for i,w
Amend Certificate of Incorporation to change name to Yellow Roadway
Corporation
for i,w
Adjourn or postpone special meeting if there are insufficient votes at
meeting to approve other two proposals
for i,w
Activision, Inc.
ATVI 4930202 12/29/2003 yes
Amend Certificate of Incorporation to increase the number of authorized
shares of common stock
for i,w
ADVO, Inc.
ADVO 7585102 1/23/2004 yes
Election of Directors
for i,w
Amend Certificate of Incorporation to increase the number of authorized
shares of common stock
for i,w
Selection of independent public accountants
for i,w
Rockwell Collins
COL 774341101 2/10/2004 yes
Election of directors
for all i,w
Selection of auditors
for i,w
Sappi Limited
SPP 803069202 3/1/2004 yes
Confirmation of appointment and re-election of directors
for all i, na
Approval to sell treasury shares to Sappi incentive scheme
for i, na
Authorization for the issuance of unissued ordinary shares
for i, na
Authorization for directors to implement above resolutions
for i, na
Fomento Economico Mexicano
FMX 344419106 3/11/2004 yes
Presentation of 2003 financial statements
for i,w
Proposed dividend for series "B" and "D" shares
for i,w
Proposed maximum to be used for share repurchase in 2004
for i,w
Appointment of series "B" directors and series "D" directors
for i,w
Appointment of board of directors into three sub-committees
for i,w
Appointment of individuals to formalize resolutions
for i,w
Approval of minutes for the meetings
for i,w
Credence Systems Corp
CMOS 225302108 3/23/2004 yes
Election of Directors
for all i,w
Appointment of Ernst & Young LLP as independent auditors
for i,w
Coherent, INC.
COHR 192479103 3/25/2004 yes
Election of Directors
for all i,w
Amendment of stock plan to increase number reserved for issuance
against i,a
Amend stock plan to provide for the grant of appreciation rights,
performance shares and units, deferred stock, and options
against i,a
Appointment of Deloitte & Touche as independent accountants
for i,w
Cummins Inc.
CMI 231021106 4/6/2004 yes
Election of Directors
for all i,w
Appointment of Pricewaterhousecoopers as auditors
for i,w
Sun Trust Banks, Inc
STI 867914103 4/20/2004 yes
Election of directors
for all i,w
Appointment of Pricewaterhousecoopers as independent auditors
for i,w
Approve 2004 stock plan
against i,a
Whirlpool Corp.
WHR 963320106 4/20/2004 yes
Election of directors
for all i,w
Renewal of performance plan
for i,w
Burlington Resources Inc.
BR 122014103 4/21/2004 yes
Election of directors
for all i,w
Approval to increase number of common stock shares to 650mm
against i,a
Appoint Pricewaterhousecoopers as independent auditor
for i,w
Burlington Northern Santa Fe Corp
BNI 12189t104 4/21/2004 yes
Election of directors
for all i,w
Approval of amended stock incentive plan
against i,a
Appoint Pricewaterhousecoopers as independent auditor
for i,w
Arch Coal Inc.
ACI 039380100 4/22/2004 yes
Election of directors
for all i,w
Tellabs, Inc.
TLAB 879664100 4/22/2004 yes
Election of directors
for all i,w
Approval of 2004 incentive plan
against i,a
Appointment of Ernst & Young LLP as auditors
for i,w
AGCO Corp
AG 001084102 4/22/2004 yes
Election of directors
for all i,w
Stockholder proposal regarding environmental sustainability reporting
against s,w
Crane Co.
CR 224399105 4/26/2004 yes
Election of directors
for all i,w
Approval of Deloitte & Touche as independent auditor
for i,w
Approval of 2004 stock incentive plan
against i,a
Approval of corporate EVA incentive plan
against i,a
Shareholder proposal regarding Macbride Principals
against s,w
Symbol Technologies Inc
SBL 871508107 4/26/2004 yes
Election of directors
for all i,w
Amendment of executive bonus plan
for i,w
2004 equity incentive award plan
against i,a
Appointment of Ernst & Young LLP as auditors
for i,w
Newmont Mining Corp
NEM 651639106 4/28/2004 yes
Election of directors
for all i,w
Appoint Pricewaterhousecoopers as independent auditor
for i,w
Shareholder proposal regarding "poison pill"
against s,w
Agrium Inc.
AGU 008916108 4/28/2004 yes
Election of directors
for all i,w
Appointment of KPMG LLP as auditors
for i,w
Amendment to stock option plan
for i,w
Approve the 2004 shareholder rights plan
for i,w
Kimberly Clark Corp
KMB 494368103 4/29/2004 yes
Election of directors
for all i,w
Approval of amendments to equity participation plan
against i,a
Approval of auditors Deloitte & Touche
for i,w
Stockholder proposal regarding the Corporation's rights
against s,w
Astrazeneca PLC
AZN 046353108 4/29/2004 yes
Election of directors
for all i,w
To receive the directors' reports and accounts
for i,w
To confirm dividends
for i,w
Appointment of KPMG Audit PLC as auditors
for i,w
To authorize the directors to agree the remuneration of the auditor
for i,w
To approve the directors' remuneration report
abstain i,a
To adopt new articles of association
for i,w
To authorize limited EU political donations
against i,a
To authorize the directors to allot unissued shares
against i,a
To authorize the directors to dis-apply pre-emption rights
against i,a
To authorize the company to purchase its own shares
against i,a
To authorize increase of cap on non-executive directors' remuneration
against i,a
Furniture Brands Intl., Inc.
FBN 360921100 4/29/2004 yes
Election of directors
for all i,w
Valero Energy Corp.
VLO 91913y100 4/29/2004 yes
Election of directors
for all i,w
Ratification of KPMG LLP as auditors
for i,w
Climate change resolution (shareholder proposal)
for s,a
ServiceMaster Co.
SVM 81760n109 4/30/2004 yes
Election of directors
for all i,w
Approve the 2004 employee stock purchase plan
for i,w
Appointment of Deloitte & Touche as auditors
for i,w
Shareholder proposal regarding rights agreement("poison pill")
against s,w
Boyd Gaming Corp.
BYD 103304101 4/30/2004 yes
Election of directors
for all i,w
Approve issuance of shares of common stock in connection with merger of
Coast Casinos Inc
for i,w
Appointment of Deloitte & Touche as auditors
for i,w
Approve amendment of 2002 stock incentive plan to increase shares
against i,a
Bristol-Myers Squibb
BMY 110122108 5/4/2004 yes
Election of directors
for all i,w
Appointment of independent auditors
for i,w
Publication of political contributions
for s,a
Prohibition of political contributions
for s,a
Separation of Chairman and CEO positions
against s,w
HIV/AIDS-TB-Malaria financial impact report
against s,w
Director vote threshold, requiring majority vote
for s,a
Waters Corp.
WAT 941848103 5/4/2004 yes
Election of directors
for all i,w
Selection of Pricewaterhousecoopers as independent auditor
for i,w
To act upon any additional matters that come before the meeting
for i,w
Packaging Corp
PKG 695156109 5/4/2004 yes
Election of directors
for all i,w
Appointment of Ernst & Young LLP as auditors
for i,w
Skywest, Inc.
SKYW 830879102 5/4/2004 yes
Election of directors
for all i,w
Appointment of Ernst & Young LLP as auditors
for i,w
Raytheon
RTN 755111507 5/5/2004 yes
Election of directors
for all i,w
Ratification of independent auditors
for i,w
Ethical criteria for military contracts
for s,a
Shareholder rights plan regarding "poison pill"
against s,w
Annual election of entire board of directors
for s,a
MacBride Principles for Northern Ireland
against s,w
Expensing cost of all stock options in annual income statement
for s,a
Shareholder approval for extraordinary pension benefits under SERP
against s,w
Shareholder proposal for executive compensation program
for s,a
Nationwide Financial Services, Inc
NFS 638612101 5/5/2004 yes
Election of directors
for all i,w
Ratification of KPMG LLP as auditors
for i,w
Approval of amended 1996 long-term equity compensation plan
against i,a
Approval of amended stock retainer plan for non-employee directors
against i,a
Safeco Corp
SAFC 786429100 5/5/2004 yes
Election of directors
for all i,w
Appointment of Ernst & Young LLP as auditors
for i,w
Shareholder proposal for executive compensation program
for s,a
Celestica Inc.
CLS 15101q108 5/5/2004 yes
Election of directors
for all i,w
Appointment of KPMG LLP as auditors
for i,w
Hearst-Argyle Television
HTV 422317107 5/5/2004 yes
Election of directors
for all i,w
Approval of incentive compensation plan
against i,a
Ratification of independent auditors
for i,w
Any other matter that comes before the meeting
for i,w
Legget & Platt, Inc.
LEG 524660107 5/5/2004 no
Election of directors
received proxy on 5/14/04
Ratification of Pricewaterhousecoopers as independent auditors
received proxy on 5/14/04
Approve amendment to 1989 discount stock plan
received proxy on 5/14/04
Approve 2004 key officers incentive plan
received proxy on 5/14/04
Newfield Exploratin Co.
NFX 651290108 5/6/2004 yes
Election of directors
for all i,w
Approval of the 2004 omnibus stock plan
against i,a
Amendment to increase authorized shares from 100mm to 200mm
for i,w
Ratification of independent accountants
for i,w
Echostar Communications
DISH 278762109 5/6/2004 yes
Election of directors
for all i,w
Ratification of independent auditors
for i,w
Transact any business that comes before the meeting
for i,w
Mettler-Toledo Int'l, Inc.
MTD 592688105 5/6/2004 yes
Election of directors
for all i,w
Approval of independent auditors
for i,w
Approval of 2004 equity incentive plan
against i,a
Eastman Chemical Co.
EMN 277432100 5/6/2004 yes
Election of directors
for all i,w
Ratification of independent auditors
for i,w
Stockholder proposal for restricted shares in lieu of stock
options for executive stock-based compensation
against s,w
Healthcare Realty Trust
HR 421946104 5/11/2004 yes
Election of directors
for all i,w
Valassis Communications
VCI 918866104 5/11/2004 yes
Election of directors
for all i,w
Ratification of Deloitte & Touche as auditors
for i,w
Eastman Kodak Co
EK 277461109 5/12/2004 yes
Election of directors
for all i,w
Ratification of independent accountants
for i,w
Approval of performance goals for 2000 long-term compensation plan
against i,a
Shareholder proposal for adoption of chemical policy
against s,w
Shareholder proposal for limits on compensation of certain executives
against s,w
Too, Inc.
TOO 890333107 5/13/2004 yes
Election of directors
for all i,w
Re-approve incentive compensation performance plan
against i,a
Waste Management Inc.
WMI 94106L109 5/14/2004 yes
Election of directors
for all i,w
Ratification of Ernst & Young LLP as independent auditors
for i,w
Approve 2004 stock incentive plan
against i,a
Approve 2005 annual incentive plan
for i,w
Office Depot, Inc.
ODP 676220106 5/14/2004 yes
Election of directors
for all i,w
Increase long-term equity incentive plan by 15 million shares
against i,a
Ratification of Deloitte & Touche as auditors
for i,w
Omnicare, Inc.
OCR 681904108 5/18/2004 yes
Election of directors
for all i,w
Approve 2004 stock and incentive plan
against i,a
Ratify selection of independent accountants
for i,w
Citizens Communications
CZN 17453B101 5/18/2004 yes
Election of directors
for all i,w
Ratification of KPMG LLP as independent accountants
for i,w
Stockholder proposal requiring stockholder approval of future severance
agreements with senior executives
against s,w
National Oilwell, Inc.
NOI 637071101 5/19/2004 yes
Election of directors
for all i,w
Host Marriott Corp
HMT 44107P104 5/20/2004 yes
Election of directors
for all i,w
Ratification of KPMG LLP as independent accountants
for i,w
Proposal to de-classify the board of directors
for i,w
Storage Technology Corp
STK 862111200 5/20/2004 yes
Election of directors
for all i,w
Approval of 2004 long-term incentive plan
against i,a
Approval of 2004 performance based incentive plan
for i,w
Stockholder proposal regarding cumulative voting for the elections of
directors
against s,w
McDonald's Corp
MCD 580135101 5/20/2004 yes
Election of directors
for all i,w
Approval of auditors
for i,w
Approval of amended 2001 omnibus stock ownership plan
against i,a
Approval of 2004 cash incentive plan
for i,w
Time Warner Inc.
TWX 887317105 5/21/2004 yes
Election of directors
for all i,w
Ratification of auditors
for i,w
Stockholder proposal for China business principles
against s,w
Stockholder proposal for report on pay disparity
against s,w
Davita Inc
DVA 23918K108 5/24/2004 yes
Election of directors
for all i,w
Royal Caribbean Cruises
RCL V7780T103 5/25/2004 yes
Election of directors
for all i,w
Approval of amended 2000 stock award plan
against i,a
Ratification of Pricewaterhousecoopers LLP as independent auditor
for i,w
Serono S.A.
SRA 81752M101 5/25/2004 yes
Approval of the annual report, accounts, auditor's reports
for i, w
Distribution of profits in the2003 balance sheet and dividend proposal
for i, w
Conditional capital for option and/or convertible loans
against i,a
Conditional capital for a stock option plan
against i,a
Creation of new authorized capital
against i, a
Timeline for requesting the inclusion of an item on the agenda
for i,w
Discharge to the board of directors and management
abstain i,a
Election of directors
for all i, w
Elect Pricewaterhousecoopers as auditors
for i,w
Elect Ernst & Young as special auditors
for i,w
Synopsis, Inc.
SNPS 871607107 5/26/2004 yes
Election of directors
for all i,w
Amend 1994 non-employee directors stock option plan
against i,a
Ratification of KPMG LLP as independent auditor
for i,w
Annaly Mortgage Mgmt
NLY 035710409 5/27/2004 yes
Election of directors
for all i,w
Approve agreement and plan of merger with Fidac
for i,w
Ratification of Deloitte & Touche LLP as independent auditor
for i,w
Networks Associates, Inc.
NET 640938106 5/27/2004 yes
Election of directors
for all i,w
Amendment to the 1997 stock incentive plan prohibiting repricing
for i,w
Ratification of Deloitte & Touche LLP as independent auditor
for i,w
Verisign Inc
VRSN 92343E102 5/27/2004 yes
Election of directors
for all i,w
Ratification of KPMG LLP as independent auditor
for i,w
HCA Inc.
HCA 404119109 5/27/2004 yes
Election of directors
for all i,w
Ratification of Ernst & Young LLP as independent auditor
for i,w
Approve the amended management stock purchase plan
against i,a
The Talbots Inc.
TLB 874161102 5/27/2004 yes
Election of directors
for all i,w
Ratification of Deloitte & Touche LLP as independent auditor
for i,w
Lamar Advertising Inc.
LAMR 512815101 5/27/2004 yes
Election of directors
for all i,w
Amend the 1996 equity incentive plan to increase number of shares
against i,a
Credence Systems Corp
CMOS 225302108 5/27/2004 yes
Approve merger with Cataline Corp and NPTest Holding Corp
for i,w
General Motors Corp
GM 370442105 6/2/2004 yes
Election of directors
for all i,w
Ratification of independent accountant
for i,w
Stockholder proposal for no future options and no repricing of options
for s,a
Stockholder proposal to eliminate options, SAR's, and severance
against s,w
Stockholder proposal requiring an independent director be chairman
against s,w
Stockholder proposal to amend director independence standard
against s,w
Stockholder proposal for greenhouse emissions report
against s,w
Stockholder proposal for shareholder vote on future "golden parachutes"
for s,a
Stockholder proposal requiring executives hold 50% of option shares for
entire tenure
against s,a
Electronics for Imaging
EFII 286082102 6/3/2004 yes
Election of directors
for all i,w
Approve the 2004 equity incentive plan
against i,a
American Power
APCC 029066107 6/10/2004 yes
Conversion Corp
Election of directors
for all i,w
Fix the number of directors at eight
for i,w
Approve the 2004 long-term incentive plan
against i,a
Ratify appointment of independent auditors
for i,w
Cadence Design Systems
CDN 127387108 6/15/2004 yes
Election of directors
for all i,w
Amendment of the 1987 stock option plan
for i,w
Amendment of the employee stock purchase plan
for i, w
Ratify KPMG LLP as independent auditors
for i,w
American Eagle Outfitters
AEOS 02553E106 6/22/2004 yes
Election of directors
for all i,w
Stockholder proposal to expense stock options
for s,a
Stockholder proposal to adopt human rights standards
against s,w
American Greetings Corp
AM 026375105 6/25/2004 yes
Election of directors
for all i,w
Increase number of common shares under 1997 equity incentive plan
against i,a
The Men's Wearhouse, Inc.
MW 587118100 6/30/2004 yes
Election of directors
for all i,w
Adopt the 2004 long-term incentive plan
against i,a
Amend 1996 long-term incentive plan
against i,a
Amend 1992 non-employee director stock option plan
against i,a
Shareholder proposal to adopt international code of conduct
against s,w
Shareholder proposal requiring a 2/3 independent board of directors
for s,a
Meridian Growth Fund
(a) Company Name
(b) Ticker (c) CUSIP (d) Meeting Date (e) Whether vote was cast
(f) Description of matter voted on
(g) Vote cast
(h)
i= proposed by issuer
s= proposed by shareholder
(i)
w= vote cast with management
a= vote cast against management
na=vote cast- no mgmt recommendation
Andrew Corporation
ANDW 34425108 7/15/2003 yes
Issuance of preferred and common shares of Andrew Corp. stock to effect
merger of Allen Telecom, Inc. with Adriondacks, LLC, a wholly owned
subsidiary of Andrew Corp.
for i,w
Amend certificate of incorporation to authorize new shares of
preferred stock
for i,w
Amend certificate of incorporation to increase board from 11 to 13
for i,w
Approve adjournments or postponements of meeting if there are
not sufficient votes to approve the above proposals
for i,w
Tenet Healthcare Corporation
THC 88033G100 7/23/2003 yes
Election of directors
for all i,w
Amend articles of incorporation to provide annual election of directors
for i,w
Selection of independent public accountants
for i,w
Proposal to mandate 90% of board as independent
for s,a
Kemet Corporation
KEM 488360108 7/23/2003 yes
Election of directors
for all i,w
Selection of independent public accountants
for i,w
Tektronix, Inc.
TEK 879131100 9/25/2003 yes
Election of directors
for all i,w
Proposal limiting doing business with China
against s,w
Herman Miller, Inc.
MLHR 600544100 9/29/2003 yes
Election of directors
for all i,w
Selection of independent public accountants
for i,w
Paychex, Inc.
PAYX 704326107 10/2/2003 yes
Election of directors
for all i,w
Ruby Tuesday, Inc.
RI 781182100 10/7/2003 yes
Election of directors
for all i,w
2003 stock incentive plan (stock option plan)
against i,a
Board review of impact of genetically engineered ingredients
against s,w
Regis Corporation
RGS 758932107 10/30/2003 yes
Election of directors
for all i,w
Dionex Corporation
DNEX 254546104 10/24/2003 yes
Election of directors
for all i,w
Employee stock participation plan (stock purchase plan)
against i,a
Selection of independent public accountants
for i,w
Ethan Allen Interiors, Inc.
ETH 297602104 11/17/2003 yes
Election of directors
for all i,w
Selection of independent public accountants
for i,w
DeVry, Inc.
DV 251893103 11/18/2003 yes
Election of directors
for all i,w
2003 stock incentive plan (stock option plan)
against i,a
Selection of independent public accountants
for i,w
Andrew Corporation
ANDW 34425108 2/10/2004 yes
Election of directors
for all i,w
Amend employee stock purchase plan to increase number of shares
for i,w
Selection of independent public auditors
for i,w
T. Rowe Price Group, Inc.
TROW 74144T108 4/8/2004 yes
Election of directors
for all i,w
Appointment of KPMG LLP as independent accountant for 2004
for i,w
Approval of 2004 stock incentive plan, amend 2001 plan
against i,a
Authorization for proxies to vote on any additional matters that arise
against i,a
Tellabs, Inc.
TLAB 879664100 4/22/2004 yes
Election of directors
for all i,w
Approval of 2004 incentive plan
against i,a
Appointment of Ernst & Young LLP as auditors
for i,w
Silicon Valley Bancshares
SIVB 827064106 4/22/2004 yes
Election of directors
for all i,w
Approval of additional stock to 1997 equity incentive plan
against i,a
Appointment of KPMG LLP as auditors
for i,w
Symbol Technologies Inc
SBL 871508107 4/26/2004 yes
Election of directors
for all i,w
Amendment of executive bonus plan
for i,w
2004 equity incentive award plan
against i,a
Appointment of Ernst & Young LLP as auditors
for i,w
UCBH Holdings Inc.
UCBH 90262T308 4/29/2004 yes
Election of directors
for all i,w
Approval of amendment to company's certificate of incorporation
for i,w
Appoint Pricewaterhousecoopers as auditor
for i,w
Expeditors Int'l of Washington Inc.
EXPD 302130109 5/5/2004 yes
Election of directors
for all i,w
American Tower Corp
AMT 029912201 5/6/2004 yes
Election of directors
for all i,w
Ratification of independent auditors
for i,w
Filenet Corp
FILE 316869106 5/7/2004 yes
Election of directors
for all i,w
Approve amended 2002 incentive plan
against i,a
Ratification of independent accountants
for i,w
Republic Services, Inc.
RSG 760759100 5/11/2004 yes
Election of directors
for all i,w
Adjournment of meeting if sufficient vote number is not reached to elect
directors
for i,w
Advent Software, Inc.
ADVS 007974108 5/12/2004 yes
Election of directors
for all i,w
Approve 2004 director option plan
against i,a
Approve amended 2002 stock plan
against i,a
Ratification of Pricewaterhousecoopers as independent auditors
for i,w
Weight Watchers Int'l, Inc.
WTW 948626106 5/12/2004 yes
Election of directors
for all i,w
Ratification of Pricewaterhousecoopers as independent auditors
for i,w
Approve 2004 stock incentive plan
against i,a
Mercury General Corp
MCY 589400100 5/12/2004 yes
Election of directors
for all i,w
Laboratory Corp. of America
LH 50540R409 5/12/2004 yes
Election of directors
for all i,w
Approval of amendment to 1997 employee stock purchase plan
for i,w
Ratification of Pricewaterhousecoopers as independent auditors
for i,w
Vishay Intertechnology, Inc.
VSH 928298108 5/12/2004 yes
Election of directors
for all i,w
Ratification of Ernst & Young LLP as independent auditors
for i,w
Approval of amended cash bonus plan
for i,w
Approval of senior executive phantom stock plan
against i,a
Applebee's Int'l, Inc.
APPB 037899101 5/13/2004 yes
Election of directors
for all i,w
Approve amended 1995 equity incentive plan
against i,a
Approve executive nonqualified stock purchase plan
for i,w
Ratification of Deloitte & Touche as auditors
for i,w
Shareholder proposal for report on genetically engineered food
against s,w
Getty Images, Inc.
GYI 374276103 5/17/2004 yes
Election of directors
for all i,w
Ratification of Pricewaterhousecoopers as independent auditors
for i,w
Tuesday Morning Corp
TUES 899035505 5/18/2004 yes
Election of directors
for all i,w
Approval of 2004 long-term equity incentive plan
against i,a
Province Healthcare Co
PRV 743977100 5/18/2004 yes
Election of directors
for all i,w
Ratification of Ernst & Young LLP as independent auditors
for i,w
EGL, Inc.
EAGL 268484102 5/18/2004 yes
Election of directors
for all i,w
Ratification of Pricewaterhousecoopers LLP as independent auditors
for i,w
United Rentals, Inc.
URI 911363109 5/20/2004 yes
Election of directors
for all i,w
Approval of annual incentive plan
for i,w
Approval of long term incentive plan
for i,w
Ratification of appointment of independent auditors
for i,w
Stockholder proposal concerning board independence
for s,a
Stockholder proposal concerning future severance agreements
against s,w
Ross Stores, Inc.
ROST 778296103 5/20/2004 yes
Election of directors
for all i,w
Approve 2004 equity incentive plan
against i,a
Increase number of authorized shares of common stock to 600M
against i,a
Ratification of Deloitte & Touche LLP as independent accountants
for i,w
Host Marriott Corp
HMT 44107P104 5/20/2004 yes
Election of directors
for all i,w
Ratification of KPMG LLP as independent accountants
for i,w
Proposal to de-classify the board of directors
for i,w
Davita Inc
DVA 23918K108 5/24/2004 yes
Election of directors
for all i,w
Granite Construction Inc.
GVA 387328107 5/24/2004 yes
Election of directors
for all i,w
Approve amended 1999 equity incentive plan
against i,a
Stockholder proposal requiring chairman of the board be an independent
director who has not served as CEO of Granite
against s,w
Ratification of Pricewaterhousecoopers LLPas independent auditor
for i,w
Fossil, Inc.
FOSL 349882100 5/26/2004 yes
Election of directors
for all i,w
Amend 1993 long-term incentive plan
against i,a
Synopsis, Inc.
SNPS 871607107 5/26/2004 yes
Election of directors
for all i,w
Amend 1994 non-employee directors stock option plan
against i,a
Ratification of KPMG LLPas independent auditor
for i,w
Zebra Technologies Corp
ZBRA 989207105 6/3/2004 yes
Election of directors
for all i,w
Amend the certificate of incorporation to increase authorized shares
for i,w
Ratify KPMG LLP as independent auditors
for i,w
Stockholder proposal regarding charter of the nominating committee
against s,w
American Power Conversion Corp
APCC 029066107 6/10/2004 yes
Election of directors
for all i,w
Fix the number of directors at eight
for i,w
Approve the 2004 long-term incentive plan
against i,a
Ratify appointment of independent auditors
for i,w
Lifepoint Hospitals, Inc
LPNT 53219L109 6/15/2004 yes
Election of directors
for all i,w
Amend the 1998 long-term incentive plan
against i, a
Amend the outside directors stock and incentive compensation plan
against i, a
Approve the executive performance incentive plan
for i, w
Ratification of Ernst & Young LLP as independent auditor
for i,w
Dollar Tree Stores, Inc.
DLTR 256747106 6/17/2004 yes
Election of directors
for all i,w
Amendment to bylaws
for i,w
Amendment to 2003 equity incentive plan
against i,a
Approve the 2004 executive officer equity plan
against i,a
Approve the 2004 executive officer cash bonus plan
for i,w
Autodesk, Inc.
ADSK 052769106 6/17/2004 yes
Election of directors
for all i,w
Ratification of Ernst & Young LLP as independent auditor
for i,w
Stockholder proposal requiring executives to hold stock options
for s,a
Claire's Stores Inc.
CLE 179584107 6/23/2004 yes
Election of directors
for all i,w
Shareholder proposal to implement the "Macbride Principles"
against s,w
A.G. Edwards, Inc
AGE 281760108 6/24/2004 yes
Election of directors
for all i,w
Approve 2004 executive performance plan
against i,a
Ratification of Deloitte & Touche LLP as independent auditor
for i,w
The Men's Wearhouse, Inc.
MW 587118100 6/30/2004 yes
Election of directors
for all i,w
Adopt the 2004 long-term incentive plan
against i,a
Amend 1996 long-term incentive plan
against i,a
Amend 1992 non-employee director stock option plan
against i,a
Shareholder proposal to adopt international code of conduct
against s,w
Shareholder proposal requiring a 2/3 independent board of directors
for s,a