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 811-10187
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Principal Partners LargeCap Blend Fund, Inc.
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(Exact name of registrant as specified in charter)
711 High Street, Des Moines, Iowa 50392-2080
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(Address of principal executive offices) (Zip code)
MICHAEL D. ROUGHTON Copy to:
The Principal Financial Group John W. Blouch, Esq.
Des Moines, Iowa 50392-0300 Dykema Gossett PLLC
Franklin Square, Suite 300 West
1300 I Street, N.W.
Washington, DC 20005-3306
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(Name and address of agent for service)
Registrant's telephone number, including area code: 515-248-3842
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Date of fiscal year end: 10/31/2003
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Date of reporting period: 07/01/2003 - 06/30/2004
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Item 1 Proxy Voting Record
Principal Partners LargeCap Blend Fund, Inc.
Sub-Advisor: Federated
Item 1. Proxy Voting Record
Account Number: PAFCAF
ISSUER NAME TICKER CUSIP MTG DATE MTG TYPE
Proposal Type Voted? Vote For/Agnst Mgmt
Abbott Laboratories ABT 002824100 4/23/04 Annual
1.01 Elect Roxanne S. Austin MGMT YES FOR FOR
1.02 Elect H. Laurance Fuller MGMT YES FOR FOR
1.03 Elect Richard A. Gonzalez MGMT YES FOR FOR
1.04 Elect Jack M. Greenberg MGMT YES FOR FOR
1.05 Elect Jeffrey M. Leiden MGMT YES FOR FOR
1.06 Elect David Owen MGMT YES FOR FOR
1.07 Elect Boone Powell Jr. MGMT YES FOR FOR
1.08 Elect Addison Barry Rand MGMT YES FOR FOR
1.09 Elect W. Ann Reynolds MGMT YES FOR FOR
1.10 Elect Roy S. Roberts MGMT YES FOR FOR
1.11 Elect William D. Smithburg MGMT YES FOR FOR
1.12 Elect John R. Walter MGMT YES FOR FOR
1.13 Elect Miles D. White MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Review Drug Pricing or Distribution SHLDR YES AGNST FOR
4.00 Review Political Spending SHLDR YES AGNST FOR
5.00 Restrict Executive Compensation SHLDR YES AGNST FOR
6.00 Review AIDS Pandemic's Impact on Company SHLDR YES AGNST FOR
AES AES 00130H105 4/28/04 Annual
1.01 Elect Richard Darman MGMT YES FOR FOR
1.02 Elect Alice F. Emerson MGMT YES FOR FOR
1.03 Elect Paul T. Hanrahan MGMT YES FOR FOR
1.04 Elect Kristina M. Johnson MGMT YES FOR FOR
1.05 Elect John A. Koskinen MGMT YES FOR FOR
1.06 Elect Philip Lader MGMT YES FOR FOR
1.07 Elect John H. McArthur MGMT YES FOR FOR
1.08 Elect Sandra O. Moose MGMT YES FOR FOR
1.09 Elect Phillip A. Odeen MGMT YES FOR FOR
1.10 Elect Charles O. Rossotti MGMT YES FOR FOR
1.11 Elect Sven Sandstrom MGMT YES FOR FOR
1.12 Elect Roger W. Sant MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
Alcoa AA 013817101 4/30/04 Annual
1.01 Elect Alain J.P. Belda MGMT YES FOR FOR
1.02 Elect Carlos Ghosn MGMT YES FOR FOR
1.03 Elect Henry B. Schacht MGMT YES FOR FOR
1.04 Elect Franklin A. Thomas MGMT YES FOR FOR
2.00 Adopt Stock Option Plan MGMT YES AGNST AGNST
3.01 Link Executive Pay to Social Criteria SHLDR YES AGNST FOR
3.02 Golden Parachutes SHLDR YES AGNST FOR
Allstate Corp ALL 020002101 5/18/04 Annual
1.01 Elect F. Duane Ackerman MGMT YES FOR FOR
1.02 Elect James G. Andress MGMT YES FOR FOR
1.03 Elect Edward A. Brennan MGMT YES FOR FOR
1.04 Elect W. James Farrell MGMT YES FOR FOR
1.05 Elect Jack M. Greenberg MGMT YES FOR FOR
1.06 Elect Ronald T. LeMay MGMT YES FOR FOR
1.07 Elect Edward M. Liddy MGMT YES FOR FOR
1.08 Elect J. Christopher Reyes MGMT YES FOR FOR
1.09 Elect H. John Riley Jr. MGMT YES FOR FOR
1.10 Elect Joshua I. Smith MGMT YES FOR FOR
1.11 Elect Judith A. Sprieser MGMT YES FOR FOR
1.12 Elect Mary Alice Taylor MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Approve Annual Bonus Plan MGMT YES FOR FOR
4.00 Approve Long-Term Bonus Plan MGMT YES FOR FOR
5.00 Adopt Cumulative Voting SHLDR YES AGNST FOR
Altria Group MO 02209S103 4/29/04 Annual
1.01 Elect Elizabeth E. Bailey MGMT YES FOR FOR
1.02 Elect Mathis Cabiallavetta MGMT YES FOR FOR
1.03 Elect Loius C. Camilleri MGMT YES FOR FOR
1.04 Elect Dudley Fishburn MGMT YES FOR FOR
1.05 Elect Robert E.R. Huntley MGMT YES FOR FOR
1.06 Elect Thomas W. Jones MGMT YES FOR FOR
1.07 Elect Lucio A. Noto MGMT YES FOR FOR
1.08 Elect John S. Reed MGMT YES FOR FOR
1.09 Elect Carlos Slim Helu MGMT YES FOR FOR
1.10 Elect Stephen M. Wolf MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Review or Reduce Tobacco Harm to Health SHLDR YES AGNST FOR
4.00 Review or Reduce Tobacco Harm to Health SHLDR YES AGNST FOR
5.00 Review Political Spending SHLDR YES AGNST FOR
6.00 Review or Reduce Tobacco Harm to Health SHLDR YES AGNST FOR
7.00 Review or Reduce Tobacco Harm to Health SHLDR YES AGNST FOR
8.00 Independent Board Chairman SHLDR YES AGNST FOR
American International Group AIG 026874107 5/19/04 Annual
1.01 Elect M. Bernard Aidinoff MGMT YES FOR FOR
1.02 Elect Pei-Yuan Chia MGMT YES FOR FOR
1.03 Elect Marshall A. Cohen MGMT YES FOR FOR
1.04 Elect William S. Cohen MGMT YES FOR FOR
1.05 Elect Martin S. Feldstein MGMT YES FOR FOR
1.06 Elect Ellen V. Futter MGMT YES FOR FOR
1.07 Elect Maurice R. Greenberg MGMT YES FOR FOR
1.08 Elect Carla A. Hills MGMT YES FOR FOR
1.09 Elect Frank J. Hoenemeyer MGMT YES FOR FOR
1.10 Elect Richard C. Holbrooke MGMT YES FOR FOR
1.11 Elect Donald P. Kanak MGMT YES FOR FOR
1.12 Elect Howard I. Smith MGMT YES FOR FOR
1.13 Elect Martin J. Sullivan MGMT YES FOR FOR
1.14 Elect Edmund S.W. Tse MGMT YES FOR FOR
1.15 Elect Frank G. Zarb MGMT YES FOR FOR
2.00 Approve Annual Bonus Plan MGMT YES FOR FOR
3.00 Adopt Director Stock Award Plan MGMT YES FOR FOR
4.00 Ratify Selection of Auditors MGMT YES FOR FOR
5.00 Review Political Spending SHLDR YES AGNST FOR
6.00 Sever Links with Tobacco Industry SHLDR YES AGNST FOR
7.00 Link Executive Pay to Social Criteria SHLDR YES AGNST FOR
Amgen Inc AMGN 031162100 5/13/04 Annual
1.01 Elect Frank J. Biondi Jr. MGMT YES FOR FOR
1.02 Elect Jerry D. Choate MGMT YES FOR FOR
1.03 Elect Frank C. Herringer MGMT YES FOR FOR
1.04 Elect Gilbert S. Omenn MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Report on EEO SHLDR YES AGNST FOR
4.00 Expense Stock Options SHLDR YES AGNST FOR
Apple Computer AAPL 037833100 4/22/04 Annual
1.01 Elect William V. Campbell MGMT YES FOR FOR
1.02 Elect Millard S. Drexler MGMT YES FOR FOR
1.03 Elect Albert Gore Jr. MGMT YES FOR FOR
1.04 Elect Steven P. Jobs MGMT YES FOR FOR
1.05 Elect Jerome B. York MGMT YES FOR FOR
1.06 Elect Arthur D. Levinson MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Implement Executive Compensation Plan SHLDR YES AGNST FOR
AT&T Corp T 001957505 5/19/04 Annual
1.01 Elect William F. Aldinger III MGMT YES FOR FOR
1.02 Elect Kenneth T. Derr MGMT YES FOR FOR
1.03 Elect David W. Dorman MGMT YES FOR FOR
1.04 Elect M. Kathryn Eickhoff MGMT YES FOR FOR
1.05 Elect Herbert L. Henkel MGMT YES FOR FOR
1.06 Elect Frank C. Herringer MGMT YES FOR FOR
1.07 Elect Shirley A. Jackson MGMT YES FOR FOR
1.08 Elect Jon C. Madonna MGMT YES FOR FOR
1.09 Elect Donald F. McHenry MGMT YES FOR FOR
1.10 Elect Tony L. White MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Adopt Stock Option Plan MGMT YES AGNST AGNST
4.00 Director Tenure/Retirement Age SHLDR YES AGNST FOR
5.00 Redeem or Vote on Poison Pill SHLDR YES FOR AGNST
6.00 Independent Board Chairman SHLDR YES AGNST FOR
7.00 Link Executive Pay to Social Criteria SHLDR YES AGNST FOR
Bank Of America BAC 060505104 3/17/04 Special
1.00 Approve Merger/Acquisition MGMT YES FOR FOR
Approve Common Stock Issuance
2.00 Adopt Stock Option Plan MGMT YES AGNST AGNST
3.00 Increase Authorized Common Stock MGMT YES AGNST AGNST
4.00 Adjourn Meeting MGMT YES FOR FOR
Bank of America Corp BAC 060505104 5/26/04 Annual
1.01 Elect William Barnet III MGMT YES FOR FOR
1.02 Elect Charles W. Coker MGMT YES FOR FOR
1.03 Elect John T. Collins MGMT YES FOR FOR
1.04 Elect Gary L. Countryman MGMT YES FOR FOR
1.05 Elect Paul Fulton MGMT YES FOR FOR
1.06 Elect Charles K. Gifford MGMT YES FOR FOR
1.07 Elect Donald E. Guinn MGMT YES FOR FOR
1.08 Elect James H. Hance Jr. MGMT YES FOR FOR
1.09 Elect Kenneth D. Lewis MGMT YES FOR FOR
1.10 Elect Walter E. Massey MGMT YES FOR FOR
1.11 Elect J. Thomas May MGMT YES FOR FOR
1.12 Elect C. Steven McMillan MGMT YES FOR FOR
1.13 Elect Eugene M. McQuade MGMT YES FOR FOR
1.14 Elect Patricia E. Mitchell MGMT YES FOR FOR
1.15 Elect Edward L. Romero MGMT YES FOR FOR
1.16 Elect Thomas M. Ryan MGMT YES FOR FOR
1.17 Elect O. Temple Sloan Jr. MGMT YES FOR FOR
1.18 Elect Meredith R. Spangler MGMT YES FOR FOR
1.19 Elect Jackie M. Ward MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Change Annual Meeting Date SHLDR YES AGNST FOR
4.00 Double Board Nominees SHLDR YES AGNST FOR
5.00 Limit or End Charitable Giving SHLDR YES AGNST FOR
6.00 Mutual Funds Review Committee SHLDR YES AGNST FOR
7.00 Ensure Customer Privacy SHLDR YES AGNST FOR
Bank Of New York BK 064057102 4/13/04 Annual
1.01 Elect Frank J. Biondi Jr. MGMT YES FOR FOR
1.02 Elect Nicholas M. Donofrio MGMT YES FOR FOR
1.03 Elect Alan R. Griffith MGMT YES FOR FOR
1.04 Elect Gerald L. Hassell MGMT YES FOR FOR
1.05 Elect Richard J. Kogan MGMT YES FOR FOR
1.06 Elect Michael J. Kowalski MGMT YES FOR FOR
1.07 Elect John A. Luke Jr. MGMT YES FOR FOR
1.08 Elect John C. Malone MGMT YES FOR FOR
1.09 Elect Paul Myners MGMT YES FOR FOR
1.10 Elect Robert C. Pozen MGMT YES FOR FOR
1.11 Elect Catherine A. Rein MGMT YES FOR FOR
1.12 Elect Thomas A. Renyi MGMT YES FOR FOR
1.13 Elect William C. Richardson MGMT YES FOR FOR
1.14 Elect Brian L. Roberts MGMT YES FOR FOR
1.15 Elect Samuel C. Scott III MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Amend Annual Bonus Plan MGMT YES FOR FOR
4.00 Review Political Spending SHLDR YES AGNST FOR
5.00 Implement Executive Compensation Plan SHLDR YES AGNST FOR
6.00 Increase Risk Committee Independence SHLDR YES AGNST FOR
7.00 Redeem or Vote on Poison Pill SHLDR YES FOR AGNST
Baxter International BAX 071813109 5/4/04 Annual
1.01 Elect John D. Forsyth MGMT YES FOR FOR
1.02 Elect Gail D. Fosler MGMT YES FOR FOR
1.03 Elect Carole J. Uhrich MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES AGNST AGNST
3.00 Adopt Cumulative Voting SHLDR YES AGNST FOR
Biogen BGEN 090597105 11/12/03 Special
1.00 Approve Merger/Acquisition MGMT YES FOR FOR
2.00 Adjourn Meeting MGMT YES FOR FOR
Boston Scientific Corp BSX 101137107 5/11/04 Annual
1.01 Elect Ursula M. Burns MGMT YES FOR FOR
1.02 Elect Marye Anne Fox MGMT YES FOR FOR
1.03 Elect N. J. Nicholas, Jr. MGMT YES FOR FOR
1.04 Elect John E. Pepper, Jr. MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
Bristol-Myers Squibb BMY 110122108 5/4/04 Annual
1.01 Elect Peter R. Dolan MGMT YES FOR FOR
1.02 Elect Louis V. Gerstner Jr. MGMT YES FOR FOR
1.03 Elect Leif Johansson MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Review Political Spending SHLDR YES AGNST FOR
4.00 Limit or End Political Spending SHLDR YES AGNST FOR
5.00 Independent Board Chairman SHLDR YES AGNST FOR
6.00 Review AIDS Pandemic's Impact on Company SHLDR YES AGNST FOR
7.00 Require Majority Vote to Elect Directors SHLDR YES AGNST FOR
Cardinal Health CAH 14149Y108 11/5/03 Annual
1.00 Elect Directors MGMT YES FOR FOR
Caterpillar CAT 149123101 4/14/04 Annual
1.01 Elect John T. Dillon MGMT YES FOR FOR
1.02 Elect Juan Gallardo MGMT YES FOR FOR
1.03 Elect William A. Osborn MGMT YES FOR FOR
1.04 Elect Gordon R. Parker MGMT YES FOR FOR
1.05 Elect Edward B. Rust Jr. MGMT YES FOR FOR
2.00 Amend Stock Option Plan MGMT YES AGNST AGNST
Add Shares to Stock Option Plan
3.00 Ratify Selection of Auditors MGMT YES FOR FOR
4.00 Redeem or Vote on Poison Pill SHLDR YES FOR AGNST
5.00 Review Operations' Impact on Local Groups SHLDR YES AGNST FOR
6.00 Review AIDS Pandemic's Impact on Company SHLDR YES AGNST FOR
Cendant CD 151313103 4/20/04 Annual
1.01 Elect M. Brian Mulroney MGMT YES FOR FOR
1.02 Elect Ronald L. Nelson MGMT YES FOR FOR
1.03 Elect Robert W. Pittman MGMT YES FOR FOR
1.04 Elect Myra J. Biblowit MGMT YES FOR FOR
1.05 Elect Sheli Z. Rosenberg MGMT YES FOR FOR
2.00 Repeal Classified Board MGMT YES FOR FOR
3.00 Ratify Selection of Auditors MGMT YES FOR FOR
4.00 Independent Board Chairman SHLDR YES AGNST FOR
5.00 Cap Executive Pay SHLDR YES AGNST FOR
ChevronTexaco CVX 166764100 4/28/04 Annual
1.01 Elect Samuel H. Armacost MGMT YES FOR FOR
1.02 Elect Robert E. Denham MGMT YES FOR FOR
1.03 Elect Robert J. Eaton MGMT YES FOR FOR
1.04 Elect Samuel L. Ginn MGMT YES FOR FOR
1.05 Elect Carla A. Hills MGMT YES FOR FOR
1.06 Elect Franklyn G. Jenifer MGMT YES FOR FOR
1.07 Elect J. Bennett Johnston MGMT YES FOR FOR
1.08 Elect Samuel A. Nunn Jr. MGMT YES FOR FOR
1.09 Elect David J. O'Reilly MGMT YES FOR FOR
1.10 Elect Peter J. Robertson MGMT YES FOR FOR
1.11 Elect Charles R. Shoemate MGMT YES FOR FOR
1.12 Elect Carl Ware MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Approve Poison Pill Policy MGMT YES AGNST AGNST
4.00 Adopt Stock Option Plan MGMT YES AGNST AGNST
5.00 Review AIDS Pandemic's Impact on Company SHLDR YES AGNST FOR
6.00 Review Political Spending SHLDR YES AGNST FOR
7.00 Require Majority Vote to Elect Directors SHLDR YES AGNST FOR
8.00 Control Generation of Pollutants SHLDR YES AGNST FOR
9.00 Review Energy Efficiency & Renewables SHLDR YES AGNST FOR
Cisco Systems CSCO 17275R102 11/11/03 Annual
1.00 Elect Directors MGMT YES FOR FOR
2.00 Adopt Employee Stock Purchase Plan MGMT YES AGNST AGNST
3.00 Ratify Selection of Auditors MGMT YES AGNST AGNST
4.00 Misc. Human/Political Rights Proposal SHLDR YES AGNST FOR
5.00 Restrict Executive Compensation SHLDR YES AGNST FOR
Citigroup C 172967101 4/20/04 Annual
1.01 Elect C. Michael Armstrong MGMT YES FOR FOR
1.02 Elect Alain J.P. Belda MGMT YES FOR FOR
1.03 Elect George David MGMT YES FOR FOR
1.04 Elect Kenneth T. Derr MGMT YES FOR FOR
1.05 Elect John M. Deutch MGMT YES FOR FOR
1.06 Elect Roberto H. Ramirez MGMT YES FOR FOR
1.07 Elect Ann Dibble Jordan MGMT YES FOR FOR
1.08 Elect Dudley C. Mecum II MGMT YES FOR FOR
1.09 Elect Richard D. Parsons MGMT YES FOR FOR
1.10 Elect Andrall E. Pearson MGMT YES FOR FOR
1.11 Elect Charles Prince MGMT YES FOR FOR
1.12 Elect Robert E. Rubin MGMT YES FOR FOR
1.13 Elect Franklin A. Thomas MGMT YES FOR FOR
1.14 Elect Sanford I. Weill MGMT YES FOR FOR
1.15 Elect Robert B. Willumstad MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Restrict Executive Compensation SHLDR YES AGNST FOR
4.00 Review Political Spending SHLDR YES AGNST FOR
5.00 Restrict Executive Compensation SHLDR YES AGNST FOR
6.00 Independent Board Chairman SHLDR YES AGNST FOR
Clear Channel Communications CCU 184502102 4/28/04 Annual
1.01 Elect L. Lowry Mays MGMT YES FOR FOR
1.02 Elect Phyllis B. Riggins MGMT YES FOR FOR
1.03 Elect Alan D. Feld MGMT YES FOR FOR
1.04 Elect Mark P. Mays MGMT YES FOR FOR
1.05 Elect Theodore H. Strauss MGMT YES FOR FOR
1.06 Elect Thomas O. Hicks MGMT YES FOR FOR
1.07 Elect Randall T. Mays MGMT YES FOR FOR
1.08 Elect J.C. Watts Jr. MGMT YES FOR FOR
1.09 Elect Perry J. Lewis MGMT YES FOR FOR
1.10 Elect B. J. McCombs MGMT YES FOR FOR
1.11 Elect John H. Williams MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
Coca-Cola KO 191216100 4/21/04 Annual
1.01 Elect Herbert A. Allen MGMT YES FOR FOR
1.02 Elect Ronald W. Allen MGMT YES FOR FOR
1.03 Elect Cathleen P. Black MGMT YES FOR FOR
1.04 Elect Warren E. Buffett MGMT YES FOR FOR
1.05 Elect Douglas N. Daft MGMT YES FOR FOR
1.06 Elect Barry Diller MGMT YES FOR FOR
1.07 Elect Donald R. Keough MGMT YES FOR FOR
1.08 Elect Susan B. King MGMT YES FOR FOR
1.09 Elect Maria Elena Lagomasino MGMT YES FOR FOR
1.10 Elect Donald F. McHenry MGMT YES FOR FOR
1.11 Elect Robert L. Nardelli MGMT YES FOR FOR
1.12 Elect Samuel A. Nunn Jr. MGMT YES FOR FOR
1.13 Elect J. Pedro Reinhard MGMT YES FOR FOR
1.14 Elect James D. Robinson III MGMT YES FOR FOR
1.15 Elect Peter V. Ueberroth MGMT YES FOR FOR
1.16 Elect James B. Williams MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Review AIDS Pandemic's Impact on Company SHLDR YES AGNST AGNST
4.00 Link Executive Pay to Social Criteria SHLDR YES AGNST FOR
5.00 Restrict Executive Compensation SHLDR YES AGNST FOR
6.00 Restrict Executive Compensation SHLDR YES AGNST FOR
7.00 Shareholder Approval of Deferred Plan SHLDR YES AGNST FOR
8.00 China--Adopt Code of Conduct SHLDR YES AGNST FOR
9.00 Independent Board Chairman SHLDR YES AGNST FOR
ConocoPhillips COP 20825C104 5/5/04 Annual
1.01 Elect David L. Boren MGMT YES FOR FOR
1.02 Elect James E. Copeland Jr. MGMT YES FOR FOR
1.03 Elect Kenneth M. Duberstein MGMT YES FOR FOR
1.04 Elect Ruth R. Harkin MGMT YES FOR FOR
1.05 Elect William R. Rhodes MGMT YES FOR FOR
1.06 Elect J. Stapleton Roy MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Adopt Stock Option Plan MGMT YES FOR FOR
4.00 Link Executive Pay to Social Criteria SHLDR YES AGNST FOR
5.00 Restrict Executive Compensation SHLDR YES AGNST FOR
6.00 Preserve/Report on Natural Habitat SHLDR YES AGNST FOR
Costco Wholesale COST 22160K105 1/29/04 Annual
1.01 Elect Benjamin S. Carson MGMT YES FOR FOR
1.02 Elect Hamilton E. James MGMT YES FOR FOR
1.03 Elect Jill A. Ruckelshaus MGMT YES FOR FOR
1.04 Elect William H. Gates MGMT YES FOR FOR
1.05 Elect Daniel J. Evans MGMT YES FOR FOR
2.00 Repeal Classified Board SHLDR YES AGNST FOR
3.00 Report On Land Development Policy SHLDR YES AGNST FOR
4.00 Ratify Selection of Auditors MGMT YES FOR FOR
Danaher DHR 235851102 5/4/04 Annual
1.01 Elect Steven M. Rales MGMT YES FOR FOR
1.02 Elect John T. Schwieters MGMT YES FOR FOR
1.03 Elect Alan G. Spoon MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Amend Stock Option Plan MGMT YES AGNST AGNST
4.00 Board Inclusiveness SHLDR YES AGNST FOR
Deere DE 244199105 2/25/04 Annual
1.01 Elect Robert W. Lane MGMT YES FOR FOR
1.02 Elect Antonio Madero MGMT YES FOR FOR
1.03 Elect Aulana L. Peters MGMT YES FOR FOR
1.04 Elect John R. Walter MGMT YES FOR FOR
Dell DELL 24702R101 7/18/03 Annual
1.00 Elect Directors MGMT YES FOR FOR
2.00 Repeal Classified Board MGMT YES FOR FOR
3.00 Approve Name Change MGMT YES FOR FOR
4.00 Approve Annual Bonus Plan MGMT YES FOR FOR
Disney (Walt) DIS 254687106 3/3/04 Annual
1.01 Elect John E. Bryson MGMT YES WHOLD AGNST
1.02 Elect John S. Chen MGMT YES WHOLD AGNST
1.03 Elect Michael D. Eisner MGMT YES WHOLD AGNST
1.04 Elect Judith L. Estrin MGMT YES WHOLD AGNST
1.05 Elect Robert A. Iger MGMT YES WHOLD AGNST
1.06 Elect Aylwin B. Lewis MGMT YES WHOLD AGNST
1.07 Elect Monica C. Lozano MGMT YES WHOLD AGNST
1.08 Elect Robert W. Matschullat MGMT YES WHOLD AGNST
1.09 Elect George J. Mitchell MGMT YES WHOLD AGNST
1.10 Elect Leo J. O'Donovan MGMT YES WHOLD AGNST
1.11 Elect Gary L. Wilson MGMT YES WHOLD AGNST
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Adopt Code of Conduct for China Operations SHLDR YES AGNST FOR
4.00 Review Labor Standards in China Operations SHLDR YES AGNST FOR
5.00 Report on Amusement Park Safety Policy SHLDR YES AGNST FOR
Exxon Mobil Corp 5/26/04 Annual
1.01 Elect Michael J. Boskin MGMT YES FOR FOR
1.02 Elect James R. Houghton MGMT YES FOR FOR
1.03 Elect William R. Howell MGMT YES FOR FOR
1.04 Elect Reatha Clark King MGMT YES FOR FOR
1.05 Elect Philip E. Lippincott MGMT YES FOR FOR
1.06 Elect Harry J. Longwell MGMT YES FOR FOR
1.07 Elect Henry A. McKinnell Jr. MGMT YES FOR FOR
1.08 Elect Marilyn Carlson Nelson MGMT YES FOR FOR
1.09 Elect Lee R. Raymond MGMT YES FOR FOR
1.10 Elect Walter V. Shipley MGMT YES FOR FOR
1.11 Elect Rex W. Tillerson MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Adopt Director Stock Award Plan MGMT YES FOR FOR
4.00 Affirm Political Nonpartisanship SHLDR YES AGNST FOR
5.00 Review Political Spending SHLDR YES AGNST FOR
6.00 Review Operations' Impact on Local Groups SHLDR YES AGNST FOR
7.00 Independent Board Chairman SHLDR YES AGNST FOR
8.00 Restrict Executive Compensation SHLDR YES AGNST FOR
9.00 Link Executive Pay to Social Criteria SHLDR YES AGNST FOR
10.00 Adopt Sexual Orientation Anti-Bias Policy SHLDR YES AGNST FOR
11.00 Report or Take Action on Climate Change SHLDR YES AGNST FOR
Fannie Mae FNM 313586109 5/25/04 Annual
1.01 Elect Stephen B. Ashley MGMT YES FOR FOR
1.02 Elect Kenneth M. Duberstein MGMT YES FOR FOR
1.03 Elect Thomas P. Gerrity MGMT YES FOR FOR
1.04 Elect Timothy Howard MGMT YES FOR FOR
1.05 Elect Ann McLaughlin Korologos MGMT YES FOR FOR
1.06 Elect Frederic V. Malek MGMT YES FOR FOR
1.07 Elect Donald B. Marron MGMT YES FOR FOR
1.08 Elect Daniel H. Mudd MGMT YES FOR FOR
1.09 Elect Anne M. Mulcahy MGMT YES FOR FOR
1.10 Elect Joe K. Pickett MGMT YES FOR FOR
1.11 Elect Leslie Rahl MGMT YES FOR FOR
1.12 Elect Franklin D. Raines MGMT YES FOR FOR
1.13 Elect H. Patrick Swygert MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Add Shares to Employee Stock Purchase Plan MGMT YES AGNST AGNST
4.00 Adopt Cumulative Voting SHLDR YES AGNST FOR
First Data Corp FDC 319963104 5/19/04 Annual
1.01 Elect Henry C. Duques MGMT YES FOR FOR
1.02 Elect Charles T. Fote MGMT YES FOR FOR
1.03 Elect Richard P. Kiphart MGMT YES FOR FOR
1.04 Elect Joan E. Spero MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
General Electric GE 369604103 4/28/04 Annual
1.01 Elect James I. Cash Jr. MGMT YES FOR FOR
1.02 Elect Dennis D. Dammerman MGMT YES FOR FOR
1.03 Elect Ann M. Fudge MGMT YES FOR FOR
1.04 Elect Claudio X. Gonzalez Laporte MGMT YES FOR FOR
1.05 Elect Jeffrey R. Immelt MGMT YES FOR FOR
1.06 Elect Andrea Jung MGMT YES FOR FOR
1.07 Elect Alan G. Lafley MGMT YES FOR FOR
1.08 Elect Kenneth G. Langone MGMT YES FOR FOR
1.09 Elect Ralph S. Larsen MGMT YES FOR FOR
1.10 Elect Rochelle B. Lazarus MGMT YES FOR FOR
1.11 Elect Samuel A. Nunn Jr. MGMT YES FOR FOR
1.12 Elect Roger S. Penske MGMT YES FOR FOR
1.13 Elect Robert J. Swieringa MGMT YES FOR FOR
1.14 Elect Douglas A. Warner III MGMT YES FOR FOR
1.15 Elect Robert C. Wright MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Amend Long-term Bonus Plan MGMT YES FOR FOR
4.00 Adopt Cumulative Voting SHLDR YES AGNST FOR
5.00 Review or Promote Animal Welfare SHLDR YES AGNST FOR
6.00 Review Nuclear Facility/Waste SHLDR YES AGNST FOR
7.00 Report on Environmental Impact or Plans SHLDR YES AGNST FOR
8.00 Report on Risk to Image of Globalization Strate SHLDR YES AGNST
FOR
9.00 Report on Sustainability SHLDR YES AGNST FOR
10.00 Increase Comp Committee Independence SHLDR YES AGNST FOR
11.00 Link Executive Pay to Social Criteria SHLDR YES AGNST FOR
12.00 Restrict Executive Compensation SHLDR YES AGNST FOR
13.00 Limit Number of Directorships SHLDR YES AGNST FOR
14.00 Independent Board Chairman SHLDR YES AGNST FOR
15.00 Study Sale or Spin-off SHLDR YES AGNST FOR
16.00 Require Option Shares to Be Held SHLDR YES AGNST FOR
17.00 Increase Board Independence SHLDR YES AGNST FOR
18.00 Review Political Spending SHLDR YES AGNST FOR
Gillette Co G 375766102 5/20/04 Annual
1.01 Elect Edward F. DeGraan MGMT YES FOR FOR
1.02 Elect Wilbur H. Gantz MGMT YES FOR FOR
1.03 Elect James M. Kilts MGMT YES FOR FOR
1.04 Elect Jorge Paulo Lemann MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Adopt Stock Option Plan MGMT YES FOR FOR
4.00 Repeal Classified Board SHLDR YES AGNST FOR
5.00 Limit Consulting by Auditors SHLDR YES AGNST FOR
6.00 Expense Stock Options SHLDR YES AGNST FOR
Guidant Corp GDT 401698105 5/18/04 Annual
1.01 Elect Maurice A. Cox Jr. MGMT YES FOR FOR
1.02 Elect Nancy-Ann DeParle MGMT YES FOR FOR
1.03 Elect Ronald W. Dollens MGMT YES FOR FOR
1.04 Elect Enrique C. Falla MGMT YES FOR FOR
1.05 Elect Kristina M. Johnson MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES AGNST AGNST
3.00 Expense Stock Options SHLDR YES AGNST FOR
Halliburton Co HAL 406216101 5/19/04 Annual
1.01 Elect Robert L. Crandall MGMT YES FOR FOR
1.02 Elect Kenneth T. Derr MGMT YES FOR FOR
1.03 Elect Charles J. DiBona MGMT YES FOR FOR
1.04 Elect William R. Howell MGMT YES FOR FOR
1.05 Elect Ray L. Hunt MGMT YES FOR FOR
1.06 Elect David J. Lesar MGMT YES FOR FOR
1.07 Elect Aylwin B. Lewis MGMT YES FOR FOR
1.08 Elect J. Landis Martin MGMT YES FOR FOR
1.09 Elect Jay A. Precourt MGMT YES FOR FOR
1.10 Elect Debra L. Reed MGMT YES FOR FOR
1.11 Elect C. J. Silas MGMT YES FOR FOR
2.00 Increase Authorized Common Stock MGMT YES AGNST AGNST
3.00 Report on Ties to State Sponsors of Terror SHLDR YES AGNST FOR
4.00 Require Majority Vote to Elect Directors SHLDR YES AGNST FOR
5.00 Independent Board Chairman SHLDR YES AGNST FOR
Hewlett-Packard HPQ 428236103 3/17/04 Annual
1.01 Elect Lawrence T. Babbio Jr. MGMT YES FOR FOR
1.02 Elect Patricia C. Dunn MGMT YES FOR FOR
1.03 Elect Carleton S. Fiorina MGMT YES FOR FOR
1.04 Elect Richard A. Hackborn MGMT YES FOR FOR
1.05 Elect George A. Keyworth II MGMT YES FOR FOR
1.06 Elect Robert E. Knowling Jr. MGMT YES FOR FOR
1.07 Elect Sanford M. Litvack MGMT YES FOR FOR
1.08 Elect Robert L. Ryan MGMT YES FOR FOR
1.09 Elect Lucille S. Salhany MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Adopt Stock Option Plan MGMT YES AGNST AGNST
4.00 Expense Stock Options SHLDR YES AGNST FOR
Intel Corp INTC 458140100 5/19/04 Annual
1.01 Elect Craig R. Barrett MGMT YES FOR FOR
1.02 Elect Charlene Barshefsky MGMT YES FOR FOR
1.03 Elect E. John P. Browne MGMT YES FOR FOR
1.04 Elect Andrew S. Grove MGMT YES FOR FOR
1.05 Elect D. James Guzy MGMT YES FOR FOR
1.06 Elect Reed E. Hundt MGMT YES FOR FOR
1.07 Elect Paul S. Otellini MGMT YES FOR FOR
1.08 Elect David S. Pottruck MGMT YES FOR FOR
1.09 Elect Jane E. Shaw MGMT YES FOR FOR
1.10 Elect John L. Thornton MGMT YES FOR FOR
1.11 Elect David B. Yoffie MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Adopt Stock Option Plan MGMT YES AGNST AGNST
4.00 Expense Stock Options SHLDR YES AGNST FOR
5.00 Restrict Executive Compensation SHLDR YES AGNST FOR
6.00 Award Performance-based Stock Options SHLDR YES AGNST FOR
International Business Machines IBM 459200101 4/27/04 Annual
1.01 Elect Cathleen P. Black MGMT YES FOR FOR
1.02 Elect Kenneth I. Chenault MGMT YES FOR FOR
1.03 Elect Carlos Ghosn MGMT YES FOR FOR
1.04 Elect Nannerl O. Keohane MGMT YES FOR FOR
1.05 Elect Charles F. Knight MGMT YES FOR FOR
1.06 Elect Lucio A. Noto MGMT YES FOR FOR
1.07 Elect Samuel J. Palmisano MGMT YES FOR FOR
1.08 Elect John B. Slaughter MGMT YES FOR FOR
1.09 Elect Joan E. Spero MGMT YES FOR FOR
1.10 Elect Sidney Taurel MGMT YES FOR FOR
1.11 Elect Charles M. Vest MGMT YES FOR FOR
1.12 Elect Lorenzo H. Zambrano MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Ratify Auditors for Business Unit MGMT YES FOR FOR
4.00 Reapprove Option/Bonus Plan for OBRA MGMT YES FOR FOR
5.00 Adopt Cumulative Voting SHLDR YES AGNST FOR
6.00 Provide Pension Choices SHLDR YES AGNST FOR
7.00 Pension Fund Surplus SHLDR YES AGNST FOR
8.00 Expense Stock Options SHLDR YES AGNST FOR
9.00 Disclose Executive Compensation SHLDR YES AGNST FOR
10.00 China--Adopt Code of Conduct SHLDR YES AGNST FOR
11.00 Review Political Spending SHLDR YES AGNST FOR
12.00 Restrict Executive Compensation SHLDR YES AGNST FOR
Intuit INTU 461202103 10/30/03 Annual
1.00 Elect Directors MGMT YES FOR FOR
2.00 Add Shares to Employee Stock Purchase Plan MGMT YES AGNST AGNST
3.00 Ratify Selection of Auditors MGMT YES AGNST AGNST
Johnson & Johnson JNJ 478160104 4/22/04 Annual
1.01 Elect Gerard N. Burrow MGMT YES FOR FOR
1.02 Elect Mary S. Coleman MGMT YES FOR FOR
1.03 Elect James G. Cullen MGMT YES FOR FOR
1.04 Elect Robert J. Darretta MGMT YES FOR FOR
1.05 Elect M. Judah Folkman MGMT YES FOR FOR
1.06 Elect Ann Dibble Jordan MGMT YES FOR FOR
1.07 Elect Arnold G. Langbo MGMT YES FOR FOR
1.08 Elect Susan L. Lindquist MGMT YES FOR FOR
1.09 Elect Leo F. Mullin MGMT YES FOR FOR
1.10 Elect Steven S. Reinemund MGMT YES FOR FOR
1.11 Elect David Satcher MGMT YES FOR FOR
1.12 Elect Henry B. Schacht MGMT YES FOR FOR
1.13 Elect William C. Weldon MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES AGNST AGNST
3.00 Limit or End Charitable Giving SHLDR YES AGNST FOR
Johnson Controls JCI 478366107 1/28/04 Annual
1.01 Elect Robert L. Barnett MGMT YES FOR FOR
1.02 Elect Willie D. Davis MGMT YES FOR FOR
1.03 Elect Jeffrey A. Joerres MGMT YES FOR FOR
1.04 Elect Richard F. Teerlink MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Approve Long-Term Bonus Plan MGMT YES FOR FOR
4.00 Amend Annual Bonus Plan MGMT YES FOR FOR
5.00 Adopt Director Stock Award Plan MGMT YES FOR FOR
6.00 Add Shares to Stock Award Plan MGMT YES FOR FOR
KLA-Tencor KLAC 482480100 11/5/03 Annual
1.00 Elect Directors MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES AGNST AGNST
Lexmark International LXK 529771107 4/22/04 Annual
1.01 Elect Frank T. Cary MGMT YES FOR FOR
1.02 Elect Paul J. Curlander MGMT YES FOR FOR
1.03 Elect Martin D. Walker MGMT YES FOR FOR
1.04 Elect James F. Hardymon MGMT YES FOR FOR
2.00 Approve Annual Bonus Plan MGMT YES FOR FOR
3.00 Ratify Selection of Auditors MGMT YES FOR FOR
Lilly (Eli) LLY 532457108 4/19/04 Annual
1.01 Elect Steven C. Beering MGMT YES FOR FOR
1.02 Elect Winfried F.W. Bischoff MGMT YES FOR FOR
1.03 Elect Franklyn G. Prendergast MGMT YES FOR FOR
1.04 Elect Kathi P. Seifert MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Approve Annual Bonus Plan MGMT YES FOR FOR
4.00 Restrict Executive Compensation SHLDR YES AGNST FOR
5.00 Review Drug Pricing or Distribution SHLDR YES AGNST FOR
Masco Corp MAS 574599106 5/11/04 Annual
1.01 Elect Peter A. Dow MGMT YES FOR FOR
1.02 Elect Anthony F. Earley Jr. MGMT YES FOR FOR
1.03 Elect Wayne B. Lyon MGMT YES FOR FOR
1.04 Elect David L. Johnston MGMT YES FOR FOR
1.05 Elect J. Michael Losh MGMT YES FOR FOR
2.00 Reapprove Option/Bonus Plan for OBRA MGMT YES FOR FOR
3.00 Ratify Selection of Auditors MGMT YES FOR FOR
Maxim Integrated Products MXIM 57772K101 11/13/03 Annual
1.00 Elect Directors MGMT YES FOR FOR
2.00 Add Shares to Stock Option Plan MGMT YES AGNST AGNST
3.00 Add Shares to Employee Stock Purchase Plan MGMT YES AGNST AGNST
4.00 Ratify Selection of Auditors MGMT YES AGNST AGNST
McDonald's Corp MCD 580135101 5/20/04 Annual
1.01 Elect Edward A. Brennan MGMT YES FOR FOR
1.02 Elect Walter E. Massey MGMT YES FOR FOR
1.03 Elect John W. Rogers Jr. MGMT YES FOR FOR
1.04 Elect Anne-Marie Slaughter MGMT YES FOR FOR
1.05 Elect Roger W. Stone MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Amend Stock Option Plan MGMT YES AGNST AGNST
Add Shares to Stock Option Plan
4.00 Approve Long-Term Bonus Plan MGMT YES FOR FOR
Approve Annual Bonus Plan
Medtronic MDT 585055106 8/28/03 Annual
1.00 Elect Directors MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES AGNST AGNST
3.00 Adopt Stock Option Plan MGMT YES AGNST AGNST
4.00 Approve Annual Bonus Plan MGMT YES FOR FOR
Merck MRK 589331107 4/27/04 Annual
1.01 Elect Peter C. Wendell MGMT YES FOR FOR
1.02 Elect William G. Bowen MGMT YES FOR FOR
1.03 Elect William M. Daley MGMT YES FOR FOR
1.04 Elect Thomas E. Shenk MGMT YES FOR FOR
1.05 Elect Wendell P. Weeks MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Repeal Classified Board MGMT YES FOR FOR
4.00 Restrict Executive Compensation SHLDR YES AGNST FOR
5.00 Develop Ethical Criteria for Patent Extension SHLDR YES AGNST
FOR
6.00 Link Executive Pay to Social Criteria SHLDR YES AGNST FOR
7.00 Review Political Spending SHLDR YES AGNST FOR
8.00 Review AIDS Pandemic's Impact on Company SHLDR YES AGNST FOR
Merrill Lynch MER 590188108 4/23/04 Annual
1.01 Elect David K. Newbigging MGMT YES FOR FOR
1.02 Elect J.W. Prueher MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Adopt Cumulative Voting SHLDR YES AGNST FOR
4.00 Independent Board Chairman SHLDR YES AGNST FOR
Microsoft MSFT 594918104 11/11/03 Annual
1.00 Elect Directors MGMT YES FOR FOR
2.00 Amend Stock Option Plan MGMT YES AGNST AGNST
3.00 Amend Director Stock Option Plan MGMT YES AGNST AGNST
4.00 Limit or End Charitable Giving SHLDR YES AGNST FOR
Mylan Laboratories MYL 628530107 7/25/03 Annual
1.00 Elect Directors MGMT YES FOR FOR
2.00 Increase Authorized Common Stock MGMT YES AGNST AGNST
3.00 Adopt Stock Option Plan MGMT YES AGNST AGNST
Nike -Cl B NKE 654106103 9/22/03 Annual
1.00 Elect Directors MGMT YES FOR FOR
2.00 Add Shares to Stock Option Plan MGMT YES AGNST AGNST
3.00 Ratify Selection of Auditors MGMT YES AGNST AGNST
Oracle ORCL 68389X105 10/13/03 Annual
1.00 Elect Directors MGMT YES FOR FOR
2.00 Approve Annual Bonus Plan MGMT YES FOR FOR
3.00 Ratify Selection of Auditors MGMT YES FOR FOR
4.00 Adopt Director Stock Option Plan MGMT YES AGNST AGNST
5.00 China--Adopt Code of Conduct SHLDR YES AGNST FOR
PepsiCo PEP 713448108 5/5/04 Annual
1.01 Elect John F. Akers MGMT YES FOR FOR
1.02 Elect Robert E. Allen MGMT YES FOR FOR
1.03 Elect Ray L. Hunt MGMT YES FOR FOR
1.04 Elect Arthur C. Martinez MGMT YES FOR FOR
1.05 Elect Indra K. Nooyi MGMT YES FOR FOR
1.06 Elect Franklin D. Raines MGMT YES FOR FOR
1.07 Elect Steven S. Reinemund MGMT YES FOR FOR
1.08 Elect Sharon Percy Rockefeller MGMT YES FOR FOR
1.09 Elect James J. Schiro MGMT YES FOR FOR
1.10 Elect Franklin A. Thomas MGMT YES FOR FOR
1.11 Elect Cynthia M. Trudell MGMT YES FOR FOR
1.12 Elect Solomon D. Trujillo MGMT YES FOR FOR
1.13 Elect Daniel Vasella MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Approve Annual Bonus Plan MGMT YES FOR FOR
4.00 Review Political Spending SHLDR YES AGNST FOR
5.00 Review AIDS Pandemic's Impact on Company SHLDR YES AGNST FOR
Pfizer PFE 717081103 4/22/04 Annual
1.01 Elect Michael S. Brown MGMT YES FOR FOR
1.02 Elect M. Anthony Burns MGMT YES FOR FOR
1.03 Elect Robert N. Burt MGMT YES FOR FOR
1.04 Elect W. Don Cornwell MGMT YES FOR FOR
1.05 Elect William H. Gray III MGMT YES FOR FOR
1.06 Elect Constance J. Horner MGMT YES FOR FOR
1.07 Elect William R. Howell MGMT YES FOR FOR
1.08 Elect Stanley O. Ikenberry MGMT YES FOR FOR
1.09 Elect George A. Lorch MGMT YES FOR FOR
1.10 Elect Henry A. McKinnell Jr. MGMT YES FOR FOR
1.11 Elect Dana G. Mead MGMT YES FOR FOR
1.12 Elect Franklin D. Raines MGMT YES FOR FOR
1.13 Elect Ruth J. Simmons MGMT YES FOR FOR
1.14 Elect William C. Steere Jr. MGMT YES FOR FOR
1.15 Elect Jean-Paul Valles MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Adopt Stock Option Plan MGMT YES FOR FOR
4.00 Review AIDS Pandemic's Impact on Company SHLDR YES AGNST FOR
5.00 Limit or End Political Spending SHLDR YES AGNST FOR
6.00 Review Political Spending SHLDR YES AGNST FOR
7.00 Director Tenure/Retirement Age SHLDR YES AGNST FOR
8.00 Review Drug Pricing or Distribution SHLDR YES AGNST FOR
9.00 Restrict Executive Compensation SHLDR YES AGNST FOR
10.00 Review or Promote Animal Welfare SHLDR YES AGNST FOR
PG&E PCG 69331C108 4/21/04 Annual
1.01 Elect David R. Andrews MGMT YES FOR FOR
1.02 Elect Leslie S. Biller MGMT YES FOR FOR
1.03 Elect David A. Coulter MGMT YES FOR FOR
1.04 Elect C. Lee Cox MGMT YES FOR FOR
1.05 Elect Robert D. Glynn Jr. MGMT YES FOR FOR
1.06 Elect David M. Lawrence MGMT YES FOR FOR
1.07 Elect Mary S. Metz MGMT YES FOR FOR
1.08 Elect Barry L. Williams MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Redeem or Vote on Poison Pill SHLDR YES FOR AGNST
4.00 Golden Parachutes SHLDR YES FOR AGNST
5.00 Increase Board Independence SHLDR YES AGNST FOR
6.00 Review Nuclear Facility/Waste SHLDR YES AGNST FOR
7.00 Independent Board Chairman SHLDR YES AGNST FOR
8.00 Restrict Executive Compensation SHLDR YES AGNST FOR
Procter & Gamble PG 742718109 10/14/03 Annual
1.00 Elect Directors MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Adopt Director Stock Option Plan MGMT YES AGNST AGNST
4.00 Repeal Classified Board SHLDR YES AGNST FOR
5.00 Review or Curb Bioengineering SHLDR YES AGNST FOR
Raytheon RTN 755111507 5/5/04 Annual
1.01 Elect John M. Deutch MGMT YES FOR FOR
1.02 Elect Michael C. Ruettgers MGMT YES FOR FOR
1.03 Elect William R. Spivey MGMT YES FOR FOR
1.04 Elect William H. Swanson MGMT YES FOR FOR
1.05 Elect Linda Gillespie Stuntz MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Review Military Contracting Criteria SHLDR YES AGNST FOR
4.00 Redeem or Vote on Poison Pill SHLDR YES FOR AGNST
5.00 Repeal Classified Board SHLDR YES AGNST FOR
6.00 Review or Implement MacBride Principles SHLDR YES AGNST FOR
7.00 Expense Stock Options SHLDR YES AGNST FOR
8.00 Approve Extra Benefits Under Serps SHLDR YES AGNST FOR
9.00 Restrict Executive Compensation SHLDR YES AGNST FOR
Sara Lee SLE 803111103 10/30/03 Annual
1.00 Elect Directors MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Review Charitable Giving Policy SHLDR YES AGNST FOR
4.00 Monitor/Adopt ILO Conventions SHLDR YES AGNST FOR
SBC Communications SBC 78387G103 4/30/04 Annual
1.01 Elect James E. Barnes MGMT YES FOR FOR
1.02 Elect James A. Henderson MGMT YES FOR FOR
1.03 Elect John B. McCoy MGMT YES FOR FOR
1.04 Elect S. Donley Ritchey MGMT YES FOR FOR
1.05 Elect Joyce M. Roche MGMT YES FOR FOR
1.06 Elect Patricia P. Upton MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Repeal Classified Board MGMT YES FOR FOR
4.00 Review Political Spending SHLDR YES AGNST FOR
5.00 Reduce Board Size SHLDR YES AGNST FOR
Schering-Plough SGP 806605101 4/27/04 Annual
1.01 Elect Fred Hassan MGMT YES FOR FOR
1.02 Elect Philip Leder MGMT YES FOR FOR
1.03 Elect Eugene R. McGrath MGMT YES FOR FOR
1.04 Elect Richard de J. Osborne MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Approve Annual Bonus Plan MGMT YES FOR FOR
Schlumberger Ltd. SLB 806857108 4/14/04 Annual
1.01 Elect John M. Deutch MGMT YES FOR FOR
1.02 Elect Jamie S. Gorelick MGMT YES FOR FOR
1.03 Elect Andrew Gould MGMT YES FOR FOR
1.04 Elect Tony Isaac MGMT YES FOR FOR
1.05 Elect Adrian Lajous MGMT YES FOR FOR
1.06 Elect Andre Levy-Lang MGMT YES FOR FOR
1.07 Elect Didier Primat MGMT YES FOR FOR
1.08 Elect Tore I. Sandvold MGMT YES FOR FOR
1.09 Elect Nicolas Seydoux MGMT YES FOR FOR
1.10 Elect Linda Gillespie Stuntz MGMT YES FOR FOR
2.00 Approve Financial Statements MGMT YES FOR FOR
3.00 Adopt Director Stock Award Plan MGMT YES FOR FOR
4.00 Ratify Selection of Auditors MGMT YES FOR FOR
Target Corp TGT 87612E106 5/19/04 Annual
1.01 Elect Calvin Darden MGMT YES FOR FOR
1.02 Elect Michele J. Hooper MGMT YES FOR FOR
1.03 Elect Anne M. Mulcahy MGMT YES FOR FOR
1.04 Elect Stephen W. Sanger MGMT YES FOR FOR
1.05 Elect Warren R. Staley MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Adopt Stock Option Plan MGMT YES FOR FOR
Texas Instruments TXN 882508104 4/15/04 Annual
1.01 Elect James R. Adams MGMT YES FOR FOR
1.02 Elect David L. Boren MGMT YES FOR FOR
1.03 Elect Daniel A. Carp MGMT YES FOR FOR
1.04 Elect Thomas J. Engibous MGMT YES FOR FOR
1.05 Elect Gerald W. Fronterhouse MGMT YES FOR FOR
1.06 Elect David R. Goode MGMT YES FOR FOR
1.07 Elect Wayne R. Sanders MGMT YES FOR FOR
1.08 Elect Ruth J. Simmons MGMT YES FOR FOR
1.09 Elect Richard K. Templeton MGMT YES FOR FOR
1.10 Elect Christine Todd Whitman MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Expense Stock Options SHLDR YES AGNST FOR
Textron TXT 883203101 4/28/04 Annual
1.01 Elect Kathleen M. Bader MGMT YES FOR FOR
1.02 Elect R. Kerry Clark MGMT YES FOR FOR
1.03 Elect Ivor J. Evans MGMT YES FOR FOR
1.04 Elect Charles D. Powell MGMT YES FOR FOR
2.00 Add Shares to Stock Option Plan MGMT YES AGNST AGNST
Amend Stock Option Plan
3.00 Adopt Director Stock Award Plan MGMT YES AGNST AGNST
4.00 Ratify Selection of Auditors MGMT YES FOR FOR
5.00 Review Foreign Military Sales SHLDR YES AGNST FOR
6.00 Review Political Spending SHLDR YES AGNST FOR
7.00 Limit or End Charitable Giving SHLDR YES AGNST FOR
Transocean Inc RIG G90078109 5/13/04 Annual
1.01 Elect Robert L. Long MGMT YES FOR FOR
1.02 Elect Martin B. McNamara MGMT YES FOR FOR
1.03 Elect Robert M. Sprague MGMT YES FOR FOR
1.04 Elect J. Michael Talbert MGMT YES FOR FOR
2.00 Amend Stock Option Plan MGMT YES FOR FOR
Add Shares to Stock Option Plan
3.00 Ratify Selection of Auditors MGMT YES FOR FOR
Tyco International TYC 902124106 3/25/04 Annual
1.01 Elect Dennis C. Blair MGMT YES FOR FOR
1.02 Elect Edward D. Breen MGMT YES FOR FOR
1.03 Elect George W. Buckley MGMT YES FOR FOR
1.04 Elect Bruce S. Gordon MGMT YES FOR FOR
1.05 Elect John A. Krol MGMT YES FOR FOR
1.06 Elect H. Carl McCall MGMT YES FOR FOR
1.07 Elect Mackey J. McDonald MGMT YES FOR FOR
1.08 Elect Brendan R. O'Neill MGMT YES FOR FOR
1.09 Elect Sandra S. Wijnberg MGMT YES FOR FOR
1.10 Elect Jerome B. York MGMT YES FOR FOR
1.11 Elect Brian Duperreault MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES AGNST AGNST
Authorize Committee to Set Auditors' Fees
3.00 Adopt New Bylaws MGMT YES FOR FOR
4.00 Adopt Stock Option Plan MGMT YES AGNST AGNST
5.00 Review and reduce toxic emissions SHLDR YES AGNST AGNST
6.00 Reincorporate to U.S. State SHLDR YES AGNST FOR
7.00 Implement Executive Compensation Plan SHLDR YES AGNST FOR
Verizon Communications VZ 92343V104 4/28/04 Annual
1.01 Elect James R. Barker MGMT YES FOR FOR
1.02 Elect Richard L. Carrion MGMT YES FOR FOR
1.03 Elect Robert W. Lane MGMT YES FOR FOR
1.04 Elect Sandra O. Moose MGMT YES FOR FOR
1.05 Elect Joseph Neubauer MGMT YES FOR FOR
1.06 Elect Thomas H. O'Brien MGMT YES FOR FOR
1.07 Elect Hugh B. Price MGMT YES FOR FOR
1.08 Elect Ivan G. Seidenberg MGMT YES FOR FOR
1.09 Elect Walter V. Shipley MGMT YES FOR FOR
1.10 Elect John R. Stafford MGMT YES FOR FOR
1.11 Elect Robert D. Storey MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Adopt Cumulative Voting SHLDR YES AGNST FOR
4.00 Increase Board Independence SHLDR YES AGNST FOR
5.00 Independent Board Chairman SHLDR YES AGNST FOR
6.00 Redeem or Vote on Poison Pill SHLDR YES FOR AGNST
7.00 Approve Extra Benefits Under Serps SHLDR YES AGNST FOR
8.00 Restrict Executive Compensation SHLDR YES AGNST FOR
9.00 Link Executive Pay to Social Criteria SHLDR YES AGNST FOR
10.00 Review Political Spending SHLDR YES AGNST FOR
11.00 Collecting Service Fees SHLDR YES AGNST FOR
Wachovia WB 929903102 4/20/04 Annual
1.01 Elect James S. Balloun MGMT YES FOR FOR
1.02 Elect John T. Casteen III MGMT YES FOR FOR
1.03 Elect Joseph Neubauer MGMT YES FOR FOR
1.04 Elect Lanty L. Smith MGMT YES FOR FOR
1.05 Elect Dona Davis Young MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Double Board Nominees SHLDR YES AGNST FOR
4.00 Review Political Spending SHLDR YES AGNST FOR
5.00 Independent Board Chairman SHLDR YES AGNST FOR
Wal-Mart Stores WMT 931142103 6/4/04 Annual
1.01 Elect James W. Breyer MGMT YES FOR FOR
1.02 Elect M. Michele Burns MGMT YES FOR FOR
1.03 Elect Thomas M. Coughlin MGMT YES FOR FOR
1.04 Elect David D. Glass MGMT YES FOR FOR
1.05 Elect Roland A. Hernandez MGMT YES FOR FOR
1.06 Elect Dawn G. Lepore MGMT YES FOR FOR
1.07 Elect John D. Opie MGMT YES FOR FOR
1.08 Elect J. Paul Reason MGMT YES FOR FOR
1.09 Elect H. Lee Scott Jr. MGMT YES FOR FOR
1.10 Elect Jack C. Shewmaker MGMT YES FOR FOR
1.11 Elect Jose H. Villarreal MGMT YES FOR FOR
1.12 Elect John T. Walton MGMT YES FOR FOR
1.13 Elect S. Robson Walton MGMT YES FOR FOR
1.14 Elect Christopher J. Williams MGMT YES FOR FOR
2.00 Adopt Stock Option Plan MGMT YES FOR FOR
3.00 Adopt Employee Stock Purchase Plan MGMT YES AGNST AGNST
4.00 Adopt Employee Stock Purchase Plan MGMT YES FOR FOR
5.00 Ratify Selection of Auditors MGMT YES FOR FOR
6.00 Independent Board Chairman SHLDR YES AGNST FOR
7.00 Report on Sustainability SHLDR YES AGNST FOR
8.00 Link Executive Pay to Social Criteria SHLDR YES AGNST FOR
9.00 Review or Curb Bioengineering SHLDR YES AGNST FOR
10.00 Report on EEO SHLDR YES AGNST FOR
11.00 Approve Extra Benefits Under Serps SHLDR YES AGNST FOR
Walgreen WAG 931422109 1/14/04 Annual
1.01 Elect David W. Bernauer MGMT YES FOR FOR
1.02 Elect William C. Foote MGMT YES FOR FOR
1.03 Elect James J. Howard MGMT YES FOR FOR
1.04 Elect Alan G. McNally MGMT YES FOR FOR
1.05 Elect Cordell Reed MGMT YES FOR FOR
1.06 Elect Jeffrey A. Rein MGMT YES FOR FOR
1.07 Elect David Y. Schwartz MGMT YES FOR FOR
1.08 Elect John B. Schwemm MGMT YES FOR FOR
1.09 Elect Marilou M. von Ferstel MGMT YES FOR FOR
1.10 Elect Charles R. Walgreen III MGMT YES FOR FOR
2.00 Adopt Director Stock Award Plan MGMT YES AGNST AGNST
Waste Management Inc WMI 94106L109 5/14/04 Annual
1.01 Elect Pastora San Juan Cafferty MGMT YES FOR FOR
1.02 Elect Frank M. Clark Jr. MGMT YES FOR FOR
1.03 Elect Robert Stevens Miller Jr. MGMT YES FOR FOR
1.04 Elect A. Maurice Myers MGMT YES FOR FOR
1.05 Elect John C. Pope MGMT YES FOR FOR
1.06 Elect W. Robert Reum MGMT YES FOR FOR
1.07 Elect Steven G. Rothmeier MGMT YES FOR FOR
1.08 Elect David P. Steiner MGMT YES FOR FOR
1.09 Elect Carl W. Vogt MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Adopt Stock Option Plan MGMT YES AGNST AGNST
4.00 Approve Annual Bonus Plan MGMT YES FOR FOR
Weatherford International Ltd WFT G95089101 5/25/04 Annual
1.01 Elect Philip J. Burguieres MGMT YES FOR FOR
1.02 Elect Nicholas F. Brady MGMT YES FOR FOR
1.03 Elect David J. Butters MGMT YES FOR FOR
1.04 Elect Bernard J. Duroc-Danner MGMT YES FOR FOR
1.05 Elect Sheldon B. Lubar MGMT YES FOR FOR
1.06 Elect William E. Macaulay MGMT YES FOR FOR
1.07 Elect Robert B. Millard MGMT YES FOR FOR
1.08 Elect Robert K. Moses, Jr. MGMT YES FOR FOR
1.09 Elect Robert A. Rayne MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
Wells Fargo WFC 949746101 4/27/04 Annual
1.01 Elect John A. Blanchard III MGMT YES FOR FOR
1.02 Elect Susan E. Engel MGMT YES FOR FOR
1.03 Elect Enrique Hernandez Jr. MGMT YES FOR FOR
1.04 Elect Robert L. Joss MGMT YES FOR FOR
1.05 Elect Reatha Clark King MGMT YES FOR FOR
1.06 Elect Richard M. Kovacevich MGMT YES FOR FOR
1.07 Elect Richard D. McCormick MGMT YES FOR FOR
1.08 Elect Cynthia H. Milligan MGMT YES FOR FOR
1.09 Elect Philip J. Quigley MGMT YES FOR FOR
1.10 Elect Donald B. Rice MGMT YES FOR FOR
1.11 Elect Judith M. Runstad MGMT YES FOR FOR
1.12 Elect Stephen W. Sanger MGMT YES FOR FOR
1.13 Elect Susan G. Swenson MGMT YES FOR FOR
1.14 Elect Michael W. Wright MGMT YES FOR FOR
2.00 Approve Savings Plan MGMT YES FOR FOR
3.00 Ratify Selection of Auditors MGMT YES FOR FOR
4.00 Expense Stock Options SHLDR YES AGNST FOR
5.00 Restrict Executive Compensation SHLDR YES AGNST FOR
6.00 Link Executive Pay to Social Criteria SHLDR YES AGNST FOR
7.00 Review Political Spending SHLDR YES AGNST FOR
Wrigley (Wm.) Jr. WWY 982526105 3/9/04 Annual
1.01 Elect Thomas A. Knowlton MGMT YES FOR FOR
1.02 Elect Steven B. Sample MGMT YES FOR FOR
1.03 Elect Alex Shumate MGMT YES FOR FOR
2.00 Amend Stock Option Plan MGMT YES FOR FOR
3.00 Ratify Selection of Auditors MGMT YES FOR FOR
Wyeth WYE 983024100 4/22/04 Annual
1.01 Elect Clifford L. Alexander Jr. MGMT YES FOR FOR
1.02 Elect Frank A. Bennack Jr. MGMT YES FOR FOR
1.03 Elect Richard L. Carrion MGMT YES FOR FOR
1.04 Elect Robert Essner MGMT YES FOR FOR
1.05 Elect John D. Feerick MGMT YES FOR FOR
1.06 Elect Robert S. Langer MGMT YES FOR FOR
1.07 Elect John P. Mascotte MGMT YES FOR FOR
1.08 Elect Mary Lake Polan MGMT YES FOR FOR
1.09 Elect Ivan G. Seidenberg MGMT YES FOR FOR
1.10 Elect Walter V. Shipley MGMT YES FOR FOR
1.11 Elect John R. Torell III MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Review Drug Pricing or Distribution SHLDR YES AGNST FOR
4.00 Review or Promote Animal Welfare SHLDR YES AGNST FOR
Any ballot marked 'Abstain' is considered to have been voted. Ballots
marked 'Abstain' are considered to be have been voted against
management's recommendation, regardless of whether the recommendation
is 'For' or 'Against,' except where management has made no
recommendation or has recommended that shareholders 'Abstain.'
Where management has recommended that shareholders 'Abstain' from
voting on a ballot item: 1) a ballot market 'Abstain' is considered to
have been voted for management's recommendation to 'Abstain' and 2) a
ballot voted 'For" or 'Against' is considered to have been voted
against management's recommendation to 'Abstain.'
Where management has made no recommendation on a ballot item, the
abbreviation "N/A" is used to denote that there is no applicable
recommendation compared to which a vote may be 'For' or 'Against' the
recommendation of management.
Fund: Principal Partners LargeCap Blend Fund, Inc.
Sub-Advisor: T. Rowe Price
- ------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote
- ------------------------------------------------------------------------------
* - Exception Vote
Vote Summary Report
Jul 01, 2003 - Jun 30, 2004
Principal Partners Large Cap Blend Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------- --------------------------------------- ------------- ------------ ------------ ----------- ---------- ----------
- ----------------------------------------------------------------------------------------------------------------------------------
04/28/04 - A Adobe Systems Inc. *ADBE* 00724F101 03/03/04 4,200
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Expense Stock Options Against Against ShrHoldr
4 Adopt a Plocy that will Committ Executives Against Against ShrHoldr
to Hold a Significant Percentage of their
Shares
5 Ratify Auditors For For Mgmt
04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 13,200
1 Elect Directors For For Mgmt
1.1 Elect Director Elizabeth E. Bailey --- For
1.2 Elect Director Mathis Cabiallavetta --- For
1.3 Elect Director Louis C. Camilleri --- For
1.4 Elect Director J. Dudley Fishburn --- For
1.5 Elect Director Robert E. R. Huntley --- For
1.6 Elect Director Thomas W. Jones --- For
1.7 Elect Director Lucio A. Noto --- For
1.8 Elect Director John S. Reed --- For
1.9 Elect Director Carlos Slim Helu --- For
1.10 Elect Director Stephen M. Wolf --- For
2 Ratify Auditors For For Mgmt
3 Report on Product Warnings for Pregnant Against Against ShrHoldr
Women
4 Report on Health Risks Associated with Against Against ShrHoldr
Cigarette Filters
5 Political Contributions/Activities Against Against ShrHoldr
6 Cease Use of Light and Ultra Light in Against Against ShrHoldr
Cigarette Marketing
7 Place Canadian Style Warnings on Cigarette Against Against ShrHoldr
Packaging
8 Separate Chairman and CEO Positions Against For ShrHoldr
Absent an offsetting governance structure, we believe that
a company of this size should be able to find two
qualified people willing to serve in the separate
positions of chairman and CEO.
04/27/04 - A American Electric Power Co. *AEP* 025537101 03/03/04 900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder Vote
We support the shareholder proposal as it relates to ex
post facto ratification of golden parachutes and severance
plans.
4 Submit Executive Pension Benefit to Vote Against For ShrHoldr
Because the company's SERP appears to confer extraordinary
benefits not included in employee-wide plans, we believe
that the SERP proposal warrants shareholder support.
5 Prohibit Auditor from Providing Non-Audit Against Against ShrHoldr
Services
6 Establish Term Limits for Directors Against Against ShrHoldr
04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 8,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Directors Against Against ShrHoldr
4 Report on Political Contributions/Activities Against Against ShrHoldr
05/19/04 - A American International Group, Inc. 026874107 03/26/04 14,000
*AIG*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
3 Approve Non-Employee Director Stock Option For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
5 Report on Political Contributions/Activities Against Against ShrHoldr
6 Divest from Tobacco Equities Against Against ShrHoldr
7 Link Executive Compensation to Predatory Against Against ShrHoldr
Lending
04/28/04 - A Anheuser-Busch Companies, Inc. *BUD* 035229103 03/01/04 2,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/17/04 - A Anthem Inc. *ATH* 03674B104 03/19/04 900
1 Elect Directors For For Mgmt
06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 1,300
1 Issue Shares in Connection with an For For Mgmt
Acquisition
2 Change Company Name For For Mgmt
04/28/04 - A Baker Hughes Incorporated *BHI* 057224107 03/03/04 2,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against For ShrHoldr
The ability to elect directors is the single most
important use of the shareholder franchise, and all
directors should be accountable on an annual basis.
4 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 8,221
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Change Date of Annual Meeting Against Against ShrHoldr
4 Adopt Nomination Procedures for the Board Against Against ShrHoldr
5 Charitable Contributions Against Against ShrHoldr
6 Establish Independent Committee to Review Against Against ShrHoldr
Mutual Fund Policy
7 Adopt Standards Regarding Privacy and Against Against ShrHoldr
Information Security
04/27/04 - A Bausch & Lomb Inc. *BOL* 071707103 03/01/04 1,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Baxter International Inc. *BAX* 071813109 03/05/04 2,400
1 Elect Directors For For Mgmt
1.1 Elect Director John D. Forsyth --- For
1.2 Elect Director Gail D. Fosler --- For
1.3 Elect Director Carole J. Uhrich --- For
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against For ShrHoldr
In this case, the company fails to meet some of the
aforementioned corporate governance and performance
criteria. Specifically, the board of directors is
classified and shareholders do not have the right to call
special meetings or act by written consent. Accordingly,
the proposal warrants shareholder support.
04/26/04 - A Bellsouth Corp. *BLS* 079860102 03/08/04 4,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
6 Limit Executive Compensation Against Against ShrHoldr
7 Report on Political Contributions/Activities Against Against ShrHoldr
06/24/04 - A Best Buy Co., Inc. *BBY* 086516101 04/26/04 2,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
06/16/04 - A BIOGEN IDEC INC *BIIB* 09062X103 04/20/04 1,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A Brunswick Corp. *BC* 117043109 03/02/04 2,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/21/04 - A Burlington Northern Santa Fe Corp. 12189T104 02/27/04 2,500
*BNI*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/21/04 - A C. R. Bard, Inc. *BCR* 067383109 03/01/04 500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/22/04 - A Carnival Corp. *CCL* 143658300 02/23/04 3,900
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 TO AUTHORIZE THE AUDIT COMMITTEE OF For For Mgmt
CARNIVAL PLC TO AGREE THE REMUNERATION OF
THE INDEPENDENT AUDITORS.
4 TO RECEIVE THE ACCOUNTS AND REPORTS FOR For For Mgmt
CARNIVAL PLC FOR THE FINANCIAL PERIOD ENDED
NOVEMBER 30, 2003.
5 TO APPROVE THE DIRECTORS REMUNERATION For For Mgmt
REPORT OF CARNIVAL PLC.
6 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT For For Mgmt
SHARES BY CARNIVAL PLC.
7 TO APPROVE THE DISAPPLICATION OF For For Mgmt
PRE-EMPTION RIGHTS FOR CARNIVAL PLC SHARES.
04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 5,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Adopt Shareholder Rights Plan (Poison Pill) For For Mgmt
Policy
4 Amend Omnibus Stock Plan For For Mgmt
5 Report on Operational Impact of HIV/AIDS, Against Against ShrHoldr
TB, and Malaria Pandemic
6 Report on Political Contributions/Activities Against Against ShrHoldr
7 Require Affirmative Vote of a Majority of Against Against ShrHoldr
the Shares to Elect Directors
8 Report on Health and Environmental Against Against ShrHoldr
Initiatives in Ecuador
9 Report on Renewable Energy Against Against ShrHoldr
04/29/04 - A ChoicePoint Inc. *CPS* 170388102 03/10/04 1,600
1 Elect Directors For For Mgmt
2 Approve Deferred Compensation Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 28,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
4 Report on Political Contributions/Activities Against Against ShrHoldr
5 Prohibit Awards to Executives Against Against ShrHoldr
6 Separate Chairman and CEO Positions Against Against ShrHoldr
04/28/04 - A Clear Channel Communications, Inc. 184502102 03/08/04 7,200
*CCU*
1 Elect Directors For Split Mgmt
1.1 Elect Director Alan D. Feld --- Withhold
WITHHOLD votes from Alan D. Feld for standing as an
affiliated outsider on the Compensation Committee.
1.2 Elect Director Thomas O. Hicks --- For
1.3 Elect Director Perry J. Lewis --- For
1.4 Elect Director L. Lowry Mays --- For
1.5 Elect Director Mark P. Mays --- For
1.6 Elect Director Randall T. Mays --- For
1.7 Elect Director B.J. Mccombs --- For
1.8 Elect Director Phyllis B. Riggins --- For
1.9 Elect Director Theordore H. Strauss --- For
1.10 Elect Director J.C. Watts --- For
1.11 Elect Director John H. Williams --- For
2 Ratify Auditors For For Mgmt
05/26/04 - A Comcast Corp. *CMCSA* 20030N200 03/15/04 3,200
1 Elect Directors For For Mgmt
1.1 Elect Director S. Decker Anstrom --- For
1.2 Elect Director C. Michael Armstrong --- For
1.3 Elect Director Kenneth J. Bacon --- For
1.4 Elect Director Sheldon M. Bonovitz --- For
1.5 Elect Director Julian A. Brodsky --- For
1.6 Elect Director Joseph L. Castle, II --- For
1.7 Elect Director J. Michael Cook --- For
1.8 Elect Director Brian L. Roberts --- For
1.9 Elect Director Ralph J. Roberts --- For
1.10 Elect Director Dr. Judith Rodin --- For
1.11 Elect Director Michael I. Sovern --- For
2 Ratify Auditors For For Mgmt
3 Amend Restricted Stock Plan For For Mgmt
4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt
5 Require Two-Thirds Majority of Independent Against Against ShrHoldr
Directors on Board
6 Political Contributions/Activities Against Against ShrHoldr
7 Nominate Two Directors for every open Against Against ShrHoldr
Directorships
8 Limit Executive Compensation Against Against ShrHoldr
9 Adopt a Recapitalization Plan Against For ShrHoldr
As a non-binding proposal, we support the request for the
company to take steps to develop a recapitalization plan
where all of the company's outstanding stock would have
one vote. In general, we believe that simplified capital
structures where voting interests are proportional to
economic interests are preferable to dual class structures
where management owns supervoting stock.
05/18/04 - A Comerica Inc. *CMA* 200340107 03/22/04 8,500
1 Elect Directors For For Mgmt
2 Approve Employee Stock Purchase Plan For For Mgmt
3 Approve Non-Employee Director Omnibus Stock For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
06/15/04 - A Comverse Technology, Inc. *CMVT* 205862402 04/27/04 1,100
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/21/04 - A Constellation Energy Group, Inc. 210371100 03/19/04 1,200
*CEG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A Corning Inc. *GLW* 219350105 03/01/04 8,400
1 Elect Directors For For Mgmt
1.1 Elect Director Jeremy R. Knowles --- For
1.2 Elect Director Eugene C. Sit --- For
1.3 Elect Director William D. Smithburg --- For
1.4 Elect Director Hansel E. Tookes II --- For
1.5 Elect Director Wendell P. Weeks --- For
2 Ratify Auditors For For Mgmt
3 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder Vote
Seeking shareholder approval after the material terms of
the contract are agreed upon would give the board a
framework to work within and prevent the excessive "pay
for failure" packages that have been witnessed at other
companies. Accordingly, we believe that this proposal
warrants shareholder support.
05/26/04 - A Crown Castle International Corp. 228227104 04/01/04 10,400
*CCI*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Implement MacBride Principles Against Against ShrHoldr
05/04/04 - A Danaher Corp. *DHR* 235851102 03/10/04 1,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Develop Charter Language on Board Diversity Against Against ShrHoldr
06/08/04 - A Devon Energy Corp. *DVN* 25179M103 04/09/04 500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Require a Majority Vote for the Election of Against Against ShrHoldr
Directors
05/19/04 - A Digital Theater Systems, Inc. *DTSI* 25389G102 04/01/04 2,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/17/04 - A Dollar Tree Stores, Inc. *DLTR* 256747106 04/23/04 3,100
1 Change Range for Size of the Board For For Mgmt
2 Elect Directors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Approve Executive Incentive Bonus Plan For For Mgmt
05/11/04 - A DST Systems, Inc. *DST* 233326107 03/12/04 2,900
1 Elect Directors For Split Mgmt
1.1 Elect Director A. Edward Allinson ---
Withhold
WITHHOLD votes from A. Edward Allinson for standing as an
affiliated outsider on the Audit Committee.
1.2 Elect Director Michael G. Fitt --- For
2 Increase Authorized Common Stock For For Mgmt
04/28/04 - A Duke Realty Corporation *DRE* 264411505 03/01/04 2,600
1 Elect Directors For For Mgmt
1.1 Elect Director Barrington H. Branch --- For
1.2 Elect Director Gary A. Burk --- For
1.3 Elect Director Geoffrey Button --- For
1.4 Elect Director William Cavanaugh III --- For
1.5 Elect Director Ngaire E. Cuneo --- For
1.6 Elect Director Charles R. Eitel --- For
1.7 Elect Director Thomas L. Hefner --- For
1.8 Elect Director L. Ben Lytle --- For
1.9 Elect Director William O. McCoy --- For
1.10 Elect Director John W. Nelley, Jr. --- For
1.11 Elect Director Dennis D. Oklak --- For
1.12 Elect Director James E. Rogers --- For
1.13 Elect Director Jack R. Shaw --- For
1.14 Elect Director Robert J. Woodward, Jr. ---
For
1.15 Elect Director Darell E. Zink, Jr. --- For
2 Ratify Auditors For For Mgmt
3 Separate Chairman and CEO Positions Against For ShrHoldr
Absent an offsetting governance structure, we believe that
a company of this size should be able to find two
qualified people willing to serve in the separate
positions of chairman and CEO president.
04/28/04 - A E.I. Du Pont De Nemours & Co. *DD* 263534109 03/09/04 600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Executive Ties to Government Against Against ShrHoldr
4 Adopt and Report on a Code of Corporate Against Against ShrHoldr
Conduct
5 Limit Executive Compensation Against Against ShrHoldr
04/28/04 - A Eaton Corp. *ETN* 278058102 03/01/04 1,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/14/04 - A Entergy Corp. *ETR* 29364G103 03/17/04 1,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder Vote
4 Restore or Provide for Cumulative Voting Against Against ShrHoldr
5 Prohibit Awards to Executives Against Against ShrHoldr
04/27/04 - A Exelon Corp. *EXC* 30161N101 03/01/04 1,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 36,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director Restricted For For Mgmt
Stock Plan
4 Affirm Political Nonpartisanship Against Against ShrHoldr
5 Report on Political Contributions/Activities Against Against ShrHoldr
6 Report on Equatorial Guinea Against Against ShrHoldr
7 Separate Chairman and CEO Positions Against Against ShrHoldr
8 Prohibit Awards to Executives Against Against ShrHoldr
9 Report on Stock Option Distribution by Race Against Against ShrHoldr
and Gender
10 Amend EEO Statement to Include Reference to Against For ShrHoldr
Sexual Orientation
Given the fact that company's competitors reference sexual
orientation discrimination in their EEO statements and the
fact that Mobil did explicitly bar this type of
discrimination in its EEO statement prior to the merger
with Exxon, we believe that the company should amend its
EEO to explicitly prohibit discrimination based on sexual
orientation.
11 Report on Climate Change Research Against Against ShrHoldr
05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 1,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/20/04 - A First Horizon National Corp *FHN* 337162101 02/27/04 800
1 Elect Directors For For Mgmt
2 Change Company Name For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/18/04 - A FirstEnergy Corporation *FE* 337932107 03/23/04 4,800
1 Elect Directors For For Mgmt
1.1 Elect Director Paul T. Addison --- For
1.2 Elect Director Ernest J. Novak, Jr. --- For
1.3 Elect Director John M. Pietruski --- For
1.4 Elect Director Catherine A. Rein --- For
1.5 Elect Director Robert C. Savage --- For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
4 Reduce Supermajority Vote Requirement For For Mgmt
5 Approve Deferred Compensation Plan For For Mgmt
6 Approve Deferred Compensation Plan For For Mgmt
7 Expense Stock Options Against Against ShrHoldr
8 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
Even if the company's current pill ends up being redeemed
as planned, this proposal deserves shareholder support
because of it calls on the board to submit future pills to
a shareholder vote as well.
9 Report on Political Contributions/Activities Against Against ShrHoldr
10 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder Vote
We support the shareholder proposal as it relates to
ratification of golden parachutes and severance plans.
04/21/04 - A FMC Technologies, Inc. *FTI* 30249U101 02/27/04 1,700
1 Elect Directors For For Mgmt
04/27/04 - A Fortune Brands, Inc. *FO* 349631101 02/27/04 1,800
1 Elect Directors For For Mgmt
1.1 Elect Director Anne M. Tatlock --- For
1.2 Elect Director Norman H. Wesley --- For
1.3 Elect Director Peter M. Wilson --- For
2 Ratify Auditors For For Mgmt
3 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
Although the company's rights plan contains a TIDE
provision, the pill was not approved by shareholders nor
does it embody the above features that we recommend. We
therefore agree with the proponent that the current pill
should be put to a shareholder vote or redeemed, and that
any future pill be put to a shareholder vote.
05/04/04 - A Gannett Co., Inc. *GCI* 364730101 03/05/04 1,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 54,500
1 Elect Directors For Split Mgmt
1.1 Elect Director James I. Cash, Jr. --- For
1.2 Elect Director Dennis D. Dammerman --- For
1.3 Elect Director Ann M. Fudge --- For
1.4 Elect Director Claudio X. Gonzalez ---
Withhold
WITHHOLD votes from Claudio X. Gonzalez for sitting on
more than six boards.
1.5 Elect Director Jeffrey R. Immelt --- For
1.6 Elect Director Andrea Jung --- For
1.7 Elect Director Alan G. Lafley --- For
1.8 Elect Director Kenneth G. Langone --- For
1.9 Elect Director Ralph S. Larsen --- For
1.10 Elect Director Rochelle B. Lazarus --- For
1.11 Elect Director Sam Nunn --- For
1.12 Elect Director Roger S. Penske --- For
1.13 Elect Director Robert J. Swieringa --- For
1.14 Elect Director Douglas A. Warner III --- For
1.15 Elect Director Robert C. Wright --- For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Provide for Cumulative Voting Against Against ShrHoldr
5 Eliminate Animal Testing Against Against ShrHoldr
6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr
7 Report on PCB Clean-up Against Against ShrHoldr
8 Report on Foreign Outsourcing Against Against ShrHoldr
9 Prepare Sustainability Report Against Against ShrHoldr
10 Limit Composition of Management Development Against Against ShrHoldr
and Compensation Committee to Independent
Directors
11 Report on Pay Disparity Against Against ShrHoldr
12 Limit Awards to Executives Against Against ShrHoldr
13 Limit Board Service for Other Companies Against For ShrHoldr
Although the company maintains a policy regarding
overboarded directors, the policy permits the maintenance
of current directors who exceed these limits if the board
determines that such director's service on the board would
not be impaired. In fact, the company has already made an
exception with regard to director Claudio Gonzalez, who
sits on over six other public company boards. The
proponent's request would not allow the company to bypass
or alter these limits without shareholder approval.
Therefore, we believe that the proponent's request
represents a preferable policy framework from a
shareholder's perspective. As such, we believe this item
warrants shareholder support.
14 Separate Chairman and CEO Positions Against Against ShrHoldr
15 Hire Advisor/Maximize Shareholder Value Against Against ShrHoldr
16 Adopt a Retention Ratio for Executives and Against Against ShrHoldr
Directors
17 Require 70% to 80% Independent Board Against Against ShrHoldr
18 Report on Political Contributions/Activities Against Against ShrHoldr
05/27/04 - A Genzyme Corp. *GENZ* 372917104 03/31/04 1,100
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Approve Stock Option Plan For For Mgmt
4 Amend Non-Employee Director Stock Option For For Mgmt
Plan
5 Increase Authorized Preferred Stock For Against Mgmt
In this case, management has specifically stated that the
shares will be used in connection with the poison pill. We
recommend shareholders vote AGAINST proposals that
increase authorized common stock for the explicit purpose
of implementing a rights plan, especially if the plan has
not been approved by shareholders and includes a trigger
of less than 20 percent.
6 Ratify Auditors For For Mgmt
7 Limit Awards to Executives Against Against ShrHoldr
05/18/04 - A Guidant Corp. *GDT* 401698105 03/11/04 1,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against Against ShrHoldr
04/24/04 - A Harley-Davidson, Inc. *HDI* 412822108 03/10/04 1,700
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/27/04 - A HCA, Inc. *HCA* 404119109 04/01/04 3,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Management Stock Purchase Plan For For Mgmt
04/28/04 - A Hershey Foods Corp. *HSY* 427866108 03/01/04 700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/26/04 - A Honeywell International, Inc. *HON* 438516106 02/27/04 8,400
1 Elect Directors For For Mgmt
1.1 Elect Director James J. Howard --- For
WITHHOLD votes from Ivan G. Seidenberg, Russell E. Palmer,
Bruce Karatz, and James J. Howard for failure to implement
the proposal to eliminate the supermajority vote
requirement.
1.2 Elect Director Bruce Karatz --- For
1.3 Elect Director Russell E. Palmer --- For
1.4 Elect Director Ivan G. Seidenberg --- For
1.5 Elect Director Eric K. Shinseki --- For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against For ShrHoldr
The ability to elect directors is the single most
important use of the shareholder franchise, and all
directors should be accountable on an annual basis. A
classified board can entrench management and effectively
preclude most takeover bids or proxy contests.
4 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
As a matter of policy, we recommend that shareholders vote
for all proposals that eliminate supermajority vote
requirements, as they serve as entrenchment devices for
management and therefore are not in the shareholders' best
interest.
5 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder Vote
Seeking shareholder approval after the material terms of
the contract are agreed upon would give the board a
framework to work within and prevent the excessive "pay
for failure" packages that have been witnessed at other
companies. Accordingly, we believe that this proposal
warrants shareholder support.
6 Report on Pay Disparity Against Against ShrHoldr
7 Provide for Cumulative Voting Against For ShrHoldr
In this case, the company fails to meet all of the
aforementioned corporate governance and performance
criteria. Accordingly, the proposal warrants shareholder
support.
06/23/04 - A IAC / INTERACTIVECORP *IACI* 45840Q101 04/29/04 3,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard N. Barton --- For
1.2 Elect Director Robert R. Bennett ---
Withhold
1.3 Elect Director Edgar Bronfman, Jr. ---
Withhold
1.4 Elect Director Barry Diller --- For
1.5 Elect Director Victor A. Kaufman --- For
1.6 Elect Director Donald R. Keough --- For
1.7 Elect Director Marie-Josee Kravis --- For
1.8 Elect Director John C. Malone --- For
1.9 Elect Director Steven Rattner --- For
1.10 Elect Director Gen. H.N. Schwarzkopf --- For
1.11 Elect Director Alan G. Spoon --- For
1.12 Elect Director Diane Von Furstenberg --- For
2 Ratify Auditors For For Mgmt
05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 26,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Craig R. Barrett --- For
1.2 Elect Director Charlene Barshefsky --- For
1.3 Elect Director E. John P. Browne --- For
1.4 Elect Director Andrew S. Grove --- For
1.5 Elect Director D. James Guzy --- Withhold
We recommend a vote FOR the directors with the exception
of independent outsider D. James Guzy. We recommend that
shareholders WITHHOLD votes from D. James Guzy for sitting
on more than six boards.
1.6 Elect Director Reed E. Hundt --- For
1.7 Elect Director Paul S. Otellini --- For
1.8 Elect Director David S. Pottruck --- For
1.9 Elect Director Jane E. Shaw --- For
1.10 Elect Director John L. Thornton --- For
1.11 Elect Director David B. Yoffie --- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Expense Stock Options Against Against ShrHoldr
5 Limit/Prohibit Awards to Executives Against For ShrHoldr
6 Performance- Based/Indexed Options Against For ShrHoldr
04/27/04 - A International Business Machines Corp. 459200101 02/27/04 6,800
*IBM*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Ratify Auditors for the Company's Business For For Mgmt
Consulting Services Unit
4 Approve Executive Incentive Bonus Plan For For Mgmt
5 Provide for Cumulative Voting Against For ShrHoldr
In this case, the company fails to meet all of the
aforementioned corporate governance and performance
criteria. Specifically, the shareholders do not have the
ability to act by written consent unless it is unanimous
or to call special meetings.
6 Amend Pension and Retirement Medical Against Against ShrHoldr
Insurance Plans
7 Submit Executive Compensation to Vote Against For ShrHoldr
We agree with the principle advanced by the proposal and
believe a cleaner measure of earnings should be applied to
performance pay. A number of companies are adopting this
concept, including General Electric, Verizon
Communications and Qwest Communications International Inc.
8 Expense Stock Options Against Against ShrHoldr
9 Limit Awards to Executives Against Against ShrHoldr
10 China Principles Against Against ShrHoldr
11 Report on Political Contributions/Activities Against Against ShrHoldr
12 Report on Executive Compensation Against Against ShrHoldr
05/26/04 - A International Steel Group, Inc *ISG* 460377104 04/05/04 700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A ITT Industries, Inc. *ITT* 450911102 03/19/04 500
1 Ratify Auditors For For Mgmt
2 Elect Directors For For Mgmt
04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 14,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Cease Charitable Contributions Against Against ShrHoldr
05/19/04 - A Juniper Networks, Inc. *JNPR* 48203R104 03/22/04 1,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Pradeep Sindhu --- For
1.2 Elect Director Robert M. Calderoni --- For
1.3 Elect Director Kenneth Levy --- Withhold
We recommend a vote FOR the directors with the exception
of Kenneth Levy. We recommend that shareholders WITHHOLD
votes from Kenneth Levy for poor attendance.
2 Ratify Auditors For For Mgmt
04/23/04 - A Kellogg Co. *K* 487836108 03/04/04 2,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Genetically Modified Organisms Against Against ShrHoldr
(GMO)
04/29/04 - A Kimberly-Clark Corp. *KMB* 494368103 03/01/04 2,100
1 Elect Directors For Split Mgmt
1.1 Elect Director Pastora San Juan Cafferty
--- For
1.2 Elect Director Claudio X. Gonzalez ---
Withhold
WITHHOLD votes from Claudio X. Gonzalez for sitting on
more than six boards.
1.3 Elect Director Linda Johnson Rice --- For
1.4 Elect Director Marc J. Shapiro --- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
In this case, the company's rights plan was not approved
by shareholders nor does it embody the above features that
we recommend. We therefore agree with the proponent that
the current pill and any new pill be put to a shareholder
vote.
04/28/04 - A Kohl's Corp. *KSS* 500255104 03/03/04 1,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Wayne Embry --- For
1.2 Elect Director John F. Herma --- Withhold
WITHHOLD votes from affiliated outsider John F. Herma for
standing as an affiliated outsider on the Audit Committee
and for failure to establish a majority independent board
and R. Lawrence Montgomery for failure to establish a
majority independent board.
1.3 Elect Director R. Lawrence Montgomery ---
Withhold
1.4 Elect Director Frank V. Sica --- For
2 Ratify Auditors For For Mgmt
3 Performance-Based Stock/Indexed Options Against For ShrHoldr
Despite the fact that certain features of the proposal may
be more rigorous than others, we support the underlying
principal of the proposal in this case.
4 Separate Chairman and CEO Positions Against For ShrHoldr
Based on the above structure, Kohl's Corporation did not
meet most of the criteria and therefore we recommend
voting FOR this proposal.
04/22/04 - A Lexmark International, Inc. *LXK* 529771107 03/05/04 2,200
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/22/04 - A Lockheed Martin Corp. *LMT* 539830109 03/01/04 3,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Executive Ties to Government Against Against ShrHoldr
4 Submit Shareholder Rights Plan (Poison Against Against ShrHoldr
Pill) to Shareholder Vote
5 Prohibit Auditor from Providing Non-Audit Against Against ShrHoldr
Services
6 Develop Ethical Criteria for Military Against Against ShrHoldr
Contracts
04/28/04 - A Marathon Oil Corp *MRO* 565849106 03/01/04 1,400
1 Elect Directors For For Mgmt
1.1 Elect Director Charles F. Bolden, Jr. ---
For
1.2 Elect Director Charles R. Lee --- For
1.3 Elect Director Dennis H. Reilley --- For
1.4 Elect Director Thomas J. Usher --- For
2 Ratify Auditors For For Mgmt
3 Report on Greenhouse Gas Emissions Against Against ShrHoldr
4 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder Vote
Since the proponent's proposal gives the company the
option, in implementing this proposal, of seeking approval
after the material terms of the agreement are agreed upon,
we do not believe that adoption of this proposal would
unduly hinder management's ability to negotiate such
agreements with potential executives.
05/27/04 - A MCAFEE INC. *MFE* 640938106 04/01/04 1,500
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/27/04 - A MeadWestvaco Corp. *MWV* 583334107 03/01/04 6,800
1 Elect Directors For Split Mgmt
1.1 Elect Director William E. Hoglund --- For
1.2 Elect Director Douglas S. Luke --- Withhold
1.3 Elect Director Robert C. McCormack --- For
1.4 Elect Director Jane L. Warner --- For
2 Ratify Auditors For For Mgmt
04/21/04 - A MEDCO Health Solutions Inc *MHS* 58405U102 03/10/04 800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 10,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
4 Prohibit Awards to Executives Against Against ShrHoldr
5 Develop Ethical Criteria for Patent Against Against ShrHoldr
Extension
6 Link Executive Compensation to Social Issues Against Against ShrHoldr
7 Report on Political Contributions Against Against ShrHoldr
8 Report on Operational Impact of HIV/AIDS, Against Against ShrHoldr
TB, and Malaria Pandemic
05/19/04 - A Mercury Interactive Corp. *MERQ* 589405109 03/22/04 2,100
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
04/23/04 - A Merrill Lynch & Co., Inc. *MER* 590188108 02/24/04 5,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Voting Against Against ShrHoldr
The board is not annually-elected and shareholders do not
have the ability to call special meetings or act by
written consent. Accordingly, the proposal warrants
shareholder support.
4 Separate Chairman and CEO Positions Against Against ShrHoldr
Absent an offsetting governance structure, we believe that
a company of this size should be able to find two
qualified people willing to serve in the separate
positions of chairman and CEO president.
05/26/04 - A Minerals Technologies, Inc. *MTX* 603158106 03/29/04 400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/16/04 - A Monster Worldwide, Inc. *MNST* 611742107 04/26/04 1,300
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
04/27/04 - A Moody's Corporation *MCO* 615369105 03/01/04 900
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Performance- Based Against Against ShrHoldr
05/03/04 - A Motorola, Inc. *MOT* 620076109 03/05/04 11,500
1 Elect Directors For For Mgmt
2 Limit Executive Compensation Against Against ShrHoldr
3 Limit Awards to Executives Against Against ShrHoldr
04/28/04 - A Newmont Mining Corp. (Holding 651639106 03/02/04 4,900
Company) *NEM*
1 Elect Directors For For Mgmt
1.1 Elect Director Glen A. Barton --- For
1.2 Elect Director Vincent A. Calarco --- For
1.3 Elect Director Michael S. Hamson --- For
1.4 Elect Director Leo I. Higdon, Jr. --- For
1.5 Elect Director Pierre Lassonde --- For
1.6 Elect Director Robert J. Miller --- For
1.7 Elect Director Wayne W. Murdy --- For
1.8 Elect Director Robin A. Plumbridge --- For
1.9 Elect Director John B. Prescott --- For
1.10 Elect Director Michael K. Reilly --- For
1.11 Elect Director Seymour Schulich --- For
1.12 Elect Director James V. Taranik --- For
2 Ratify Auditors For For Mgmt
3 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
In this case, the company's rights plan was not approved
by shareholders nor does it embody the features that we
recommend. We therefore agree with the proponent that the
current pill should be put to a shareholder vote and any
new pill be put to a shareholder vote.
05/27/04 - A Nextel Communications, Inc. *NXTL* 65332V103 04/02/04 8,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
04/28/04 - A NII Holdings, Inc. *NIHD* 62913F201 03/25/04 3,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Steven P. Dussek --- Withhold
We recommend voting FOR Steven Shindler and withholding
votes from Steven Dussek. We recommend that shareholders
WITHHOLD votes from Steven P. Dussek for standing as an
affiliated outsider on both the Audit and Compensation
committees.
1.2 Elect Director Steven M. Shindler --- For
2 Increase Authorized Common Stock For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Adjourn Meeting For Against Mgmt
Once their votes have been cast, there is no justification
for spending more money to continue pressing shareholders
for more votes.
05/11/04 - A NiSource Inc. *NI* 65473P105 03/16/04 3,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/04 - A Northrop Grumman Corp. *NOC* 666807102 03/22/04 900
1 Elect Directors For For Mgmt
1.1 Elect Director Lewis W. Coleman --- For
1.2 Elect Director J. Michael Cook --- For
1.3 Elect Director Philip A. Odeen --- For
1.4 Elect Director Aulana L. Peters --- For
1.5 Elect Director Kevin W. Sharer --- For
2 Ratify Auditors For For Mgmt
3 Develop Ethical Criteria for Military Against Against ShrHoldr
Contracts
4 Declassify the Board of Directors Against For ShrHoldr
The ability to elect directors is the single most
important use of the shareholder franchise, and all
directors should be accountable on an annual basis.
04/30/04 - A Occidental Petroleum Corp. *OXY* 674599105 03/03/04 700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Non-Employee Director Restricted For For Mgmt
Stock Plan
4 Prohibit Awards to Executives Against Against ShrHoldr
05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 800
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/10/04 - A PETsMART *PETM* 716768106 04/12/04 800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 39,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Report on Operational Impact of HIV/AIDS, Against Against ShrHoldr
TB, and Malaria Pandemic
5 Cease Political Contributions/Activities Against Against ShrHoldr
6 Report on Political Contributions/Activities Against Against ShrHoldr
7 Establish Term Limits for Directors Against Against ShrHoldr
8 Report on Drug Pricing Against Against ShrHoldr
9 Limit Awards to Executives Against Against ShrHoldr
10 Amend Animal Testing Policy Against Against ShrHoldr
04/21/04 - A PG&E Corp. *PCG* 69331C108 02/23/04 5,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
Because poison pills greatly alter the balance of power
between shareholders and management, shareholders should
be allowed to make their own evaluation of such plans.
4 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder Vote
We support the shareholder proposal as it relates to ex
post facto ratification of golden parachutes and severance
plans.
5 Require Directors be a Link-Free Directors Against Against ShrHoldr
6 Adopt Radioactive Waste Policy Against Against ShrHoldr
7 Separate Chairman and CEO Positions Against For ShrHoldr
We believe that the company's governance structure, while
acceptable in several respects, does not provide a
satisfactory balance to a unified chairman and CEO /
president position, and therefore recommend that
shareholders vote for the proposal to separate the
chairman and CEO positions.
8 Limit Executive Compensation Against Against ShrHoldr
05/03/04 - A Potlatch Corp. *PCH* 737628107 03/19/04 1,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Gregory L. Quesnel ---
Withhold
1.2 Elect Director Michael T. Riordan --- For
1.3 Elect Director L. Pendleton Siegel --- For
2 Report on Dividend Policy Against Against ShrHoldr
3 Eliminate Time-Phased Voting Against For ShrHoldr
Given that the elimination of time phased voting
represents an improvement in shareholders' rights, we
recommend a vote FOR this proposal.
06/08/04 - A Prudential Financial Inc *PRU* 744320102 04/12/04 4,400
1 Elect Directors For For Mgmt
1.1 Elect Director Arthur F. Ryan --- For
1.2 Elect Director Gaston Caperton --- For
1.3 Elect Director Gilbert F. Casellas --- For
1.4 Elect Director Karl J. Krapek --- For
1.5 Elect Director Ida F.S. Schmertz --- For
2 Ratify Auditors For For Mgmt
3 Cease Charitable Contributions Against Against ShrHoldr
4 Declassify the Board of Directors Against For ShrHoldr
The ability to elect directors is the single most
important use of the shareholder franchise, and all
directors should be accountable on an annual basis.
05/26/04 - A Roper Industries, Inc. *ROP* 776696106 03/31/04 1,000
1 Elect Directors For For Mgmt
1.1 Elect Director Brian D. Jellison --- For
1.2 Elect Director W. Lawrence Banks --- For
1.3 Elect Director David W. Devonshire --- For
1.4 Elect Director John F. Fort III --- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues, we do not
recommend that shareholders approve this request.
04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 10,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Bylaws For For Mgmt
4 Report on Political Contributions/Activities Against Against ShrHoldr
5 Change Size of Board of Directors Against Against ShrHoldr
04/27/04 - A Schering-Plough Corp. *SGP* 806605101 03/05/04 3,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
06/23/04 - A Siebel Systems, Inc. *SEBL* 826170102 04/29/04 2,100
1 Elect Directors For For Mgmt
1.1 Elect Director C. Scott Hartz --- For
1.2 Elect Director Charles R. Schwab --- For
1.3 Elect Director George T. Shaheen --- For
1.4 Elect Director John W. White --- For
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Abstain Against ShrHoldr
forms of compensation to better reflect the company's true
earnings and provide additional discipline against overuse.
05/26/04 - A Southern Company *SO* 842587107 03/29/04 2,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Outside Director Stock in Lieu of For For Mgmt
Cash
05/19/04 - A Southwest Airlines Co. *LUV* 844741108 03/23/04 4,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Herbert D. Kelleher --- For
WITHHOLD votes from June M. Morris for standing as an
affiliated outsider on the Audit and Compensation
committees and for failure to establish a majority
independent board, C. Webb Crockett for standing as
affiliated outsider on the Compensation Committee and for
failure to establish a majority independent board, and
Herbert D. Kelleher for failure to establish a majority
independent board.
1.2 Elect Director Rollin W. King --- For
1.3 Elect Director June M. Morris --- Withhold
1.4 Elect Director C. Webb Crockett --- Withhold
1.5 Elect Director William P. Hobby --- For
1.6 Elect Director Travis C. Johnson --- For
2 Ratify Auditors For For Mgmt
06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 2,500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Submit Shareholder Rights Plan (Poison Against Against ShrHoldr
Pill) to Shareholder Vote
7 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
Because poison pills greatly alter the balance of power
between shareholders and management, shareholders should
be allowed to make their own evaluation of such plans.
Ideally, a pill should include a two- to three-year sunset
provision, a reasonable flip-in (20 percent or higher),
and a chewable feature allowing shareholders to redeem the
pill in the event of a takeover offer.
8 Limit Executive Compensation Against Against ShrHoldr
9 Prohibit Auditor from Providing Non-Audit Against Against ShrHoldr
Services
04/21/04 - A State Street Corp. (Boston) *STT* 857477103 02/27/04 3,300
1 Elect Directors For For Mgmt
1.1 Elect Director Kennett Burnes --- For
1.2 Elect Director David Gruber --- For
1.3 Elect Director Linda Hill --- For
1.4 Elect Director Charles Lamantia --- For
1.5 Elect Director Robert Weissman --- For
2 Exempt Board of Directors from Against For ShrHoldr
Massachusetts General Laws, Chapter 156B,
Section 50A(a)
Shareholders should have the ability to remove directors
with or without cause and the board should be annually
elected.
05/19/04 - A Station Casinos, Inc. *STN* 857689103 03/26/04 900
1 Elect Directors For For Mgmt
1.1 Elect Director Lorenzo J. Fertitta --- For
We recommend a vote FOR James E. Nave, D.V.M. but WITHHOLD
votes from all the other nominees. We recommend that
shareholders WITHHOLD votes from insider Lorenzo J.
Fertitta and affiliated outsider Blake L. Sartini for
failure to establish a majority independent board.
1.2 Elect Director Blake L. Sartini --- For
1.3 Elect Director James E. Nave, D.V.M. --- For
2 Approve Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues, we do not
recommend that shareholders approve this request.
04/20/04 - A Stryker Corp. *SYK* 863667101 02/27/04 1,200
1 Elect Directors For Split Mgmt
1.1 Elect Director John W. Brown --- For
1.2 Elect Director Howard E. Cox, Jr. --- For
1.3 Elect Director Donald M. Engelman, Ph.D.
--- For
1.4 Elect Director Jerome H. Grossman, M.D. ---
For
1.5 Elect Director John S. Lillard --- For
1.6 Elect Director William U. Parfet --- For
1.7 Elect Director Ronda E. Stryker --- Withhold
WITHHOLD votes from Ronda E. Stryker for standing as an
affiliated outsider on the Compensation Committee.
2 Increase Authorized Common Stock For For Mgmt
05/19/04 - A Target Corporation *TGT* 87612E106 03/22/04 13,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/03/04 - A The Boeing Co. *BA* 097023105 03/05/04 3,800
1 Elect Directors For For Mgmt
2 Reduce Supermajority Vote Requirement For For Mgmt
3 Ratify Auditors For For Mgmt
4 Develop Ethical Criteria for Military Against Against ShrHoldr
Contracts
5 Adopt Amended Workplace Code of Conduct Against Against ShrHoldr
6 Declassify the Board of Directors Against For ShrHoldr
The ability to elect directors is the single most
important use of the shareholder franchise, and all
directors should be accountable on an annual basis.
7 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
As a matter of policy, we recommend that shareholders vote
for all proposals that eliminate supermajority vote
requirements, as they serve as entrenchment devices for
management and therefore are not in the shareholders' best
interest.
8 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder Vote
Because the proposal does not require pre-approval from
shareholders on severance agreements, we recommend
shareholders vote FOR this item.
9 Adopt a Policy that will Commit Executive & Against Against ShrHoldr
Directors to Hold at least 75% of their
Shares
10 Provide Employees Choice of Pension Plans Against Against ShrHoldr
at Retirement or Termination
05/17/04 - A The Charles Schwab Corp. *SCH* 808513105 03/18/04 2,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
04/21/04 - A The Coca-Cola Company *KO* 191216100 02/23/04 13,300
1 Elect Directors For For Mgmt
1.1 Elect Director Herbert A. Allen --- For
1.2 Elect Director Ronald W. Allen --- For
1.3 Elect Director Cathleen P. Black --- For
1.4 Elect Director Warren E. Buffett --- For
WITHHOLD votes from Warren E. Buffett for standing as an
affiliated outsider on the Audit Committee.
1.5 Elect Director Douglas N. Daft --- For
1.6 Elect Director Barry Diller --- For
1.7 Elect Director Donald R. Keough --- For
1.8 Elect Director Susan Bennett King --- For
1.9 Elect Director Maria Elena Lagomasino ---
For
1.10 Elect Director Donald F. Mchenry --- For
1.11 Elect Director Robert L. Nardelli --- For
1.12 Elect Director Sam Nunn --- For
1.13 Elect Director J. Pedro Reinhard --- For
1.14 Elect Director James D. Robinson III --- For
1.15 Elect Director Peter V. Ueberroth --- For
1.16 Elect Director James B. Williams --- For
2 Ratify Auditors For For Mgmt
3 Report on Operational Impact of HIV/AIDS For For ShrHoldr
Pandemic
4 Report on Stock Option Distribution by Race Against Against ShrHoldr
and Gender
5 Prohibit Awards to Executives Against Against ShrHoldr
6 Submit Executive Compensation to Vote Against For ShrHoldr
Based on the above analysis, we are concerned about the
disparate treatment given to senior executives. Therefore,
we recommend voting FOR the proposal.
7 Submit Executive Compensation to Vote Against Against ShrHoldr
8 Implement China Principles Against Against ShrHoldr
9 Separate Chairman and CEO Positions Against Against ShrHoldr
Absent an offsetting governance structure, we believe that
a company of this size should be able to find two
qualified people willing to serve in the separate
positions of chairman and CEO.
04/28/04 - A The McGraw-Hill Companies, Inc. *MHP* 580645109 03/09/04 600
1 Elect Directors For For Mgmt
1.1 Elect Director Pedro Aspe --- For
1.2 Elect Director Robert P. McGraw --- For
1.3 Elect Director Hilda Ochoa-Brillembourg ---
For
1.4 Elect Director Edward B. Rust, Jr. --- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
In this case, the company's rights plan was not approved
by shareholders nor does it embody the above features that
we recommend. We therefore agree with the proponent that
the current pill should be redeemed and any new pill be
put to a shareholder vote.
04/23/04 - A The Stanley Works *SWK* 854616109 02/27/04 800
1 Elect Directors For For Mgmt
1.1 Elect Director John G. Breen --- For
1.2 Elect Director Virgis W. Colbert --- For
1.3 Elect Director John F. Lundgren --- For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against For ShrHoldr
The ability to elect directors is the single most
important use of the shareholder franchise, and all
directors should be accountable on an annual basis.
05/21/04 - A Time Warner Inc *TWX* 887317105 03/23/04 19,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Adopt China Principles Against Against ShrHoldr
4 Report on Pay Disparity Against Against ShrHoldr
05/14/04 - A Total S.A. (Formerly Total Fina Elf 89151E109 03/24/04 1,300
S.A )
Meeting for Holders of ADRs
1 APPROVAL OF CERTAIN REPORTS AND OF THE For For Mgmt
PARENT COMPANY S FINANCIAL STATEMENTS
2 APPROVAL OF CONSOLIDATED FINANCIAL For For Mgmt
STATEMENTS
3 ALLOCATION OF INCOME, APPROVAL OF THE For For Mgmt
DIVIDEND
4 AGREEMENTS MENTIONED IN ARTICLE L. 225-38 For For Mgmt
OF THE FRENCH COMMERCIAL CODE
5 AUTHORIZATION TO TRADE THE COMPANY S OWN For For Mgmt
SHARES
6 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO For For Mgmt
ISSUE DEBT SECURITIES AND/OR PERPETUAL
SUBORDINATED NOTES FOR A MAXIMUM NOMINAL
AMOUNT OF 10 BILLION EUROS
7 Elect Directors For For Mgmt
8 APPOINTMENT OF DANIEL BOEUF AS A DIRECTOR For For Mgmt
REPRESENTING EMPLOYEE SHAREHOLDERS IN
APPLICATION OF ARTICLE 11 OF THE ARTICLES
OF INCORPORATION
9 APPOINTMENT OF PHILIPPE MARCHANDISE AS A Against Against Mgmt
DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS
IN APPLICATION OF ARTICLE 11 OF THE
ARTICLES OF INCORPORATION
10 APPOINTMENT OF CYRIL MOUCHE AS A DIRECTOR Against Against Mgmt
REPRESENTING EMPLOYEE SHAREHOLDERS IN
APPLICATION OF ARTICLE 11 OF THE ARTICLES
OF INCORPORATION
11 APPOINTMENT OF ALAN CRAMER AS A DIRECTOR Against Against Mgmt
REPRESENTING EMPLOYEE SHAREHOLDERS IN
APPLICATION OF ARTICLE 11 OF THE ARTICLES
OF INCORPORATION
12 Ratify Auditors For For Mgmt
13 RENEWAL OF STATUTORY AUDITORS For For Mgmt
14 Ratify Auditors For For Mgmt
15 Ratify Auditors For For Mgmt
16 DETERMINATION OF THE TOTAL AMOUNT OF For For Mgmt
DIRECTORS COMPENSATION
17 AUTHORIZATION TO AWARD OPTIONS TO SUBSCRIBE For For Mgmt
FOR OR PURCHASE STOCK OF THE COMPANY IN
FAVOUR OF THE MANAGEMENT AND KEY EMPLOYEES
OF THE GROUP
18 AUTHORIZATION FOR ISSUING CONVERTIBLE OR For For Mgmt
OTHER EQUITY SECURITIES
19 AUTHORIZATION TO USE THE ABOVE DELEGATION For For Mgmt
WITHOUT MAINTENANCE OF PREFERENTIAL
SUBSCRIPTION RIGHTS, BUT WITH AN OPTION TO
GRANT A PRIORITY PERIOD
20 CAPITAL INCREASE RESERVED FOR EMPLOYEES For For Mgmt
05/21/04 - A TXU Corp. *TXU* 873168108 03/22/04 7,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
04/20/04 - A U.S. Bancorp *USB* 902973106 02/26/04 22,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Victoria Buyniski Gluckman
--- For
1.2 Elect Director Arthur D. Collins, Jr. ---
For
1.3 Elect Director Jerry W. Levin --- For
1.4 Elect Director Thomas E. Petry --- For
1.5 Elect Director Richard G. Reiten ---
Withhold
WITHHOLD votes from independent outsider Richard G. Reiten
for poor attendance.
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
4 Submit Executive Compensation to Vote Against For ShrHoldr
Given the potential size of the benefits in question, we
think that a shareholder vote on the SERP is warranted as
a part of a "checks and balances" system to ensure
reasonable SERP terms for future agreements.
5 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
Requiring approval of more than a simple majority of the
voting shares may entrench management by preventing
actions that may benefit shareholders,such as precluding
proxy contests and potential takeover bids. As a result,
we believe that this proposal warrants shareholder support.
05/27/04 - A VeriSign Inc *VRSN* 92343E102 03/29/04 6,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 11,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Voting Against For ShrHoldr
In this case, the company fails to meet all of the
aforementioned corporate governance and performance
criteria. Accordingly, the proposal warrants shareholder
support.
4 Require Majority of Independent Directors Against Against ShrHoldr
on Board
5 Separate Chairman and CEO Positions Against Against ShrHoldr
Absent an offsetting governance structure, we believe that
a company of this size should be able to find two
qualified people willing to serve in the separate
positions of chairman and CEO.
6 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
7 Submit Executive Compensation to Vote Against For ShrHoldr
Because the SERP may confer extraordinary benefits not
included in employee-wide plans, we believe that the
proposal warrants shareholder support.
8 Prohibit Awards to Executives Against Against ShrHoldr
9 Report on Stock Option Distribution by Race Against Against ShrHoldr
and Gender
10 Report on Political Contributions/Activities Against Against ShrHoldr
11 Cease Charitable Contributions Against Against ShrHoldr
05/19/04 - A Viacom Inc. *VIA* 925524100 03/22/04 3,500
1 Elect Directors For Split Mgmt
1.1 Elect Director George S. Abrams --- Withhold
WITHHOLD votes from Mel Karmazin for failure to establish
a majority independent board, and from Sumner M. Redstone
and Shari Redstone for failure to establish a majority
independent board. We also recommend that shareholders
WITHHOLD votes from Frederic V. Salerno for standing as an
affiliated outsider on the Audit and Compensation
committees, and for failure to establish a majority
independent board. We also recommend WITHHOLDING votes
from William Schwartz for standing as an affiliated
outsider on the Compensation Cmmittee, and for failure to
establish a majority independent board. Lastly, we
recommend WITHHOLDING votes from George S. Abrams for
failure to establish a majority independent board.
1.2 Elect Director David R. Andelman ---
Withhold
1.3 Elect Director Joseph A. Califano, Jr. ---
For
1.4 Elect Director William S. Cohen --- For
1.5 Elect Director Philippe P. Dauman ---
Withhold
1.6 Elect Director Alan C. Greenberg ---
Withhold
1.7 Elect Director Mel Karmazin --- Withhold
1.8 Elect Director Jan Leschly --- For
1.9 Elect Director David T. McLaughlin --- For
1.10 Elect Director Shari Redstone --- Withhold
1.11 Elect Director Sumner M. Redstone ---
Withhold
1.12 Elect Director Frederic V. Salerno ---
Withhold
1.13 Elect Director William Schwartz --- Withhold
1.14 Elect Director Patty Stonesifer --- For
1.15 Elect Director Robert D. Walter --- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Non-Employee Director Stock Option For For Mgmt
Plan
04/28/04 - A Waddell & Reed Financial, Inc. *WDR* 930059100 03/03/04 1,400
1 Elect Directors For For Mgmt
06/04/04 - A * Wal-Mart Stores, Inc. *WMT* 931142103 04/05/04 19,800
1 Elect Directors For For Mgmt
2 Approve Stock Option Plan For For Mgmt
3 Approve Stock Option Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Separate Chairman and CEO Positions Against Against ShrHoldr
7 Prepare Sustainability Report Against Against ShrHoldr
8 Report on Stock Option Distribution by Race Against Against ShrHoldr
and Gender
9 Report on Genetically Modified Organisms Against Against ShrHoldr
(GMO)
10 Prepare Diversity Report Against Against ShrHoldr
11 Submit Executive Compensation to Vote Against For ShrHoldr
05/17/04 - A Watson Pharmaceuticals, Inc. *WPI* 942683103 03/19/04 1,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Review Executive Compensation Against Against ShrHoldr
04/22/04 - A Wendy's International, Inc. *WEN* 950590109 03/01/04 900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/26/04 - A Western Wireless Corporation *WWCA* 95988E204 03/26/04 4,900
1 Elect Directors For For Mgmt
1.1 Elect Director John W. Stanton --- For
1.2 Elect Director John L. Bunce, Jr. --- For
1.3 Elect Director Mitchell R. Cohen --- For
1.4 Elect Director Daniel J. Evans --- For
1.5 Elect Director Theresa E. Gillespie --- For
1.6 Elect Director Jonathan M. Nelson --- For
1.7 Elect Director Peggy V. Phillips --- For
1.8 Elect Director Mikal J. Thomsen --- For
1.9 Elect Director Peter H. van Oppen --- For
2 Ratify Auditors For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Other Business For Against Mgmt
As we cannot know the content of these issues, we do not
recommend that shareholders approve this request.
04/22/04 - A Wyeth *WYE* 983024100 03/12/04 7,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Drug Pricing Against Against ShrHoldr
4 Amend Animal Testing Policy Against Against ShrHoldr
05/21/04 - A Yahoo!, Inc. *YHOO* 984332106 03/25/04 7,900
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Expense Stock Options Against Against ShrHoldr
05/10/04 - A Zimmer Holdings Inc *ZMH* 98956P102 03/15/04 1,300
1 Elect Directors For For Mgmt
1.1 Elect Director Larry C. Glasscock --- For
1.2 Elect Director John L. McGoldrick --- For
2 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
In this case, the company's pill was not approved by
shareholders, nor does it embody the features that we
recommend. We therefore agree with the proponent that the
current pill should be put to a shareholder vote.
3 Ratify Auditors Against For ShrHoldr
We can see no compelling reason why the company's
shareholders should not be given the right to a
non-binding ratification of the independent auditor
selected by the company's audit committee.
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) Principal Partners LargeCap Blend Fund, Inc.
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By (Signature and Title) /s/ Ralph C. Eucher
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Ralph C. Eucher
President and Chief Executive Officer
Date January 14, 2005
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