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 811-10189
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Principal Partners LargeCap Value 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
Fund Name: Principal Partners LargeCap Value Fund, Inc.
Sub-Advisor: Alliance Bernstein
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Mgmt Rec - Company Management Recommended Vote
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Vote Summary Report
Jul 01, 2003 - Jun 30, 2004
PRINCIPAL PARTNERS LARGE CAP VALUE FUND/03733554 - 037-33554
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
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05/27/04 - A Ace Ltd. *ACE* G0070K103 04/08/04 2,800
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 PROPOSAL TO APPROVE THE ACE LIMITED 2004 For For Mgmt
LONG-TERM INCENTIVE PLAN.
3 PROPOSAL TO RATIFY THE APPOINTMENT OF For For Mgmt
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
ACCOUNTANTS OF ACE LIMITED FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.
04/30/04 - A Aetna Inc. *AET* 00817Y108 02/27/04 2,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
4 Limit Executive Compensation Against Against ShrHoldr
04/22/04 - A Alcan Inc. *AL.* 013716105 03/03/04 5,600
1 Elect Directors For For Mgmt
2 Approve Auditors and Authorize Board to Fix For For Mgmt
Remuneration of Auditors
04/30/04 - A Alcoa Inc. *AA* 013817101 02/02/04 7,900
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Report on Pay Disparity Against Against ShrHoldr
4 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder Vote
05/21/04 - A Alliant Energy Corp. *LNT* 018802108 04/01/04 9,300
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 20,950
1 Elect Directors For For Mgmt
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
04/29/04 - A American Axle & Manufacturing 024061103 03/01/04 4,600
Holdings, Inc. *AXL*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
04/27/04 - A American Electric Power Co. *AEP* 025537101 03/03/04 12,750
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
4 Submit Executive Pension Benefit to Vote Against Against ShrHoldr
5 Prohibit Auditor from Providing Non-Audit Against Against ShrHoldr
Services
6 Establish Term Limits for Directors Against Against ShrHoldr
05/19/04 - A American International Group, Inc. 026874107 03/26/04 5,889
*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
04/15/04 - A AmSouth Bancorporation *ASO* 032165102 02/17/04 8,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Approve Non-Employee Director Stock Option For For Mgmt
Plan
6 Political Contributions Against Against ShrHoldr
11/06/03 - A Archer-Daniels-Midland Company *ADM* 039483102 09/12/03 11,625
1 Elect Directors For For Mgmt
05/27/04 - A Arrow Electronics, Inc. *ARW* 042735100 03/29/04 2,000
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Other Business For Against Mgmt
01/29/04 - A Ashland Inc. *ASH* 044204105 11/24/03 5,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/04 - A Astoria Financial Corp. *AF* 046265104 03/26/04 6,500
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/27/04 - A Autoliv Inc. *ALV* 052800109 03/02/04 7,500
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/12/04 - A AutoNation, Inc. *AN* 05329W102 03/26/04 11,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
11/06/03 - A Avnet, Inc. *AVT* 053807103 09/08/03 2,300
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
03/17/04 - S Bank of America Corp. *BAC* 060505104 01/26/04 17,000
1 Approve Merger Agreement For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Adjourn Meeting For For Mgmt
05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 25,933
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
05/25/04 - A Bank One Corp. 06423A103 04/02/04 8,300
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For For Mgmt
3 Ratify Auditors For For Mgmt
02/11/04 - A Becton, Dickinson and Company *BDX* 075887109 12/15/03 1,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
Shareholder Proposal
4 Provide for Cumulative Voting Against Against ShrHoldr
04/26/04 - A Bellsouth Corp. *BLS* 079860102 03/08/04 20,400
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
12/09/03 - S Boise Cascade Corp. *BCC* 097383103 11/03/03 1,600
1 Approve Merger Agreement For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
04/21/04 - A Borg-Warner, Inc. *BWA* 099724106 03/05/04 2,400
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Ratify Auditors For For Mgmt
04/15/04 - A BP PLC (Form. Bp Amoco Plc ) 055622104 02/23/04 5,300
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 TO ELECT MR A BURGMANS AS A DIRECTOR For For Mgmt
3 Ratify Auditors For For Mgmt
4 TO AMEND THE ARTICLES OF ASSOCIATION OF THE For For Mgmt
COMPANY
5 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For For Mgmt
SPECIFIED AMOUNT
6 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO For For Mgmt
ALLOT A LIMITED NUMBER OF SHARES FOR CASH
WITHOUT MAKING AN OFFER TO SHAREHOLDERS
7 SPECIAL RESOLUTION: TO GIVE LIMITED For For Mgmt
AUTHORITY FOR THE PURCHASE OF ITS OWN
SHARES BY THE COMPANY
8 TO AUTHORISE THE USE OF TREASURY SHARES FOR For For Mgmt
EMPLOYEE SHARE SCHEMES
9 TO APPROVE THE DIRECTORS REMUNERATION REPORT For For Mgmt
10 TO DETERMINE THE LIMIT FOR THE AGGREGATE For For Mgmt
REMUNERATION OF THE NON-EXECUTIVE DIRECTORS
11 TO RECEIVE THE DIRECTORS ANNUAL REPORT AND For For Mgmt
THE ACCOUNTS
12 SPECIAL SHAREHOLDER RESOLUTION: TO INSTRUCT Against Against ShrHoldr
THE COMPANY TO PREPARE A REPORT MAKING
CERTAIN DISCLOSURES ON MATTERS OF CONTROL
AND RISK IN PROTECTED AND SENSITIVE AREAS
05/04/04 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/08/04 6,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Political Contributions/Activities Against Against ShrHoldr
4 Cease Political Contributions/Activities Against Against ShrHoldr
5 Separate Chairman and CEO Positions Against For ShrHoldr
6 Report on Operational Impact of HIV/AIDS, Against Against ShrHoldr
TB, and Malaria Pandemic
7 Require Affirmative Vote of a Majority of Against Against ShrHoldr
the Shares to Elect Directors
04/21/04 - A Burlington Northern Santa Fe Corp. 12189T104 02/27/04 9,050
*BNI*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/14/04 - A Caterpillar Inc. *CAT* 149123101 02/17/04 3,200
1 Elect Directors For For Mgmt
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
5 Report on Equipment Sales to Israel Against Against ShrHoldr
6 Report on Operational Imact of HIV/AIDS, Against Against ShrHoldr
TB, and Malaria Pandemic
05/05/04 - A Celestica Inc. *CLS.* 15101Q108 03/12/04 3,300
Meeting For Subordinate Voting and Multiple
Voting Shareholders
1 Elect Robert Crandall, William Etherington, For For Mgmt
Richard Love, Anthony Melman, Gerald
Schwartz, Charles Szuluk, Don Tapscott as
Directors
2 Approve Auditors and Authorize Board to Fix For For Mgmt
Remuneration of Auditors
04/20/04 - A Cendant Corporation *CD* 151313103 02/23/04 7,400
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For For Mgmt
3 Ratify Auditors For For Mgmt
Shareholder Proposals
4 Separate Chairman and CEO Positions Against Against ShrHoldr
5 Limit Executive Compensation Against Against ShrHoldr
07/17/03 - A Centex Corp. *CTX* 152312104 05/29/03 1,300
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 13,928
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
04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 55,100
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
05/28/04 - A CMS Energy Corp. *CMS* 125896100 04/02/04 10,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve Bundled Compensation Plans For For Mgmt
5 Increase Authorized Common Stock For For Mgmt
05/26/04 - A Comcast Corp. *CMCSA* 20030N101 03/15/04 22,711
1 Elect Directors For For Mgmt
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
05/18/04 - A Comerica Inc. *CMA* 200340107 03/22/04 6,500
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
09/25/03 - A Conagra Foods Inc. *CAG* 205887102 07/31/03 8,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
Shareholder Proposals
4 Genetically Modified Organisms (GMO) Against Against ShrHoldr
5 Modify Current and Future Stock Option Plans Against Against ShrHoldr
6 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
05/05/04 - A ConocoPhillips *COP* 20825C104 03/10/04 10,897
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
5 Limit Executive Compensation Against Against ShrHoldr
6 Report on Drilling in the Arctic National Against Against ShrHoldr
Wildlife Refuge
05/21/04 - A Constellation Energy Group, Inc. *CEG* 210371100 03/19/04 6,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A COOPER INDUSTRIES LTD *CBE* G24182100 03/01/04 3,800
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 APPROVE THE AMENDED AND RESTATED STOCK For For Mgmt
INCENTIVE PLAN.
4 SHAREHOLDER PROPOSAL RELATING TO SOCIAL AND Against Against ShrHoldr
ENVIRONMENTAL ISSUES RELATED TO
SUSTAINABILITY.
5 SHAREHOLDER PROPOSAL RELATING TO EXECUTIVE Against Against ShrHoldr
EQUITY COMPENSATION PLANS.
05/04/04 - A Cooper Tire & Rubber Co. *CTB* 216831107 03/09/04 6,300
1 Elect Directors For For Mgmt
2 Ratify Auditors Against For ShrHoldr
04/29/04 - A Corning Inc. *GLW* 219350105 03/01/04 44,800
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
01/09/04 - S Countrywide Financial Corp. *CFC* 222372104 11/28/03 3,500
1 Increase Authorized Common Stock For For Mgmt
06/16/04 - A Countrywide Financial Corp. *CFC* 222372104 04/19/04 6,999
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
05/05/04 - A CSX Corp. *CSX* 126408103 03/05/04 6,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
4 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
5 Limit Awards to Executives Against For ShrHoldr
01/29/04 - A D.R. Horton, Inc. *DHI* 23331A109 12/04/03 1,200
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Other Business For Against Mgmt
04/19/04 - A Dana Corp. *DCN* 235811106 03/01/04 9,900
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/06/04 - A Delphi Corp. *DPH* 247126105 03/08/04 5,700
1 Elect Directors For Withhold Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
6 Declassify the Board of Directors Against For ShrHoldr
7 Amend Workplace Code of Conduct Against Against ShrHoldr
04/28/04 - A E.I. Du Pont De Nemours & Co. *DD* 263534109 03/09/04 2,500
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 6,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/20/04 - A Edison International *EIX* 281020107 03/22/04 2,600
1 Elect Directors For For Mgmt
2 Submit Shareholder Rights Plan (Poison Against Against ShrHoldr
Pill) to Shareholder Vote
05/25/04 - A Electronic Data Systems Corp. *EDS* 285661104 03/29/04 12,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against For ShrHoldr
4 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
5 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
05/14/04 - A Entergy Corp. *ETR* 29364G103 03/17/04 6,100
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
05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 57,600
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 For 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
11 Report on Climate Change Research Against Against ShrHoldr
05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 3,225
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Provide for Cumulative Voting Against Against ShrHoldr
05/21/04 - A Federated Department Stores, Inc. *FD* 31410H101 04/02/04 6,900
1 Elect Directors For Withhold Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Declassify the Board of Directors Against For ShrHoldr
05/18/04 - A FirstEnergy Corporation *FE* 337932107 03/23/04 9,900
1 Elect Directors For For Mgmt
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 For ShrHoldr
8 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
9 Report on Political Contributions/Activities Against Against ShrHoldr
10 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder Vote
03/17/04 - S FleetBoston Financial Corp. 339030108 01/26/04 16,087
1 Approve Merger Agreement For For Mgmt
2 Adjourn Meeting For For Mgmt
09/30/03 - A Flextronics International Ltd. *FLEX* Y2573F102 None 10,000
1 Reelect Richard Sharp as Director For For Mgmt
2a Reelect James Davidson as Director For For Mgmt
2b Reelect Lip-Bu Tan as Director For For Mgmt
3 Reelect Patrick Foley as Director For For Mgmt
4 Reappoint Deloitte & Touche as Auditors and For For Mgmt
Authorize Board to Fix Their Remuneration
5 Amend 1997 Employee Share Purchase Plan For For Mgmt
6 Approve Issuance of Shares without For For Mgmt
Preemptive Rights
7 Approve Nonexecutive Directors' Fees For For Mgmt
8 Authorize Share Repurchase Program For For Mgmt
05/26/04 - A Foot Locker Inc *FL* 344849104 04/02/04 900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A Fortune Brands, Inc. *FO* 349631101 02/27/04 1,400
1 Elect Directors For Withhold Mgmt
2 Ratify Auditors For For Mgmt
3 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
03/31/04 - A Freddie Mac *FRE* 313400301 02/20/04 3,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
10/03/03 - WC General Motors Corp. *GM* 370442105 08/01/03 9,100
1 Amend Articles For For Mgmt
2 Amend Articles For For Mgmt
3 Approve Hughes Split-Off For For Mgmt
4 Approve GM/News Stock Sale For For Mgmt
5 Approve News Stock Acquisition For For Mgmt
6 Amend Articles For For Mgmt
06/02/04 - A General Motors Corp. *GM* 370442105 04/05/04 9,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Prohibit Awards to Executives Against Against ShrHoldr
4 Prohibit Awards to Executives Against Against ShrHoldr
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Limit Composition of Committees to Against Against ShrHoldr
Independent Directors
7 Report on Greenhouse Gas Emissions Against Against ShrHoldr
8 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder Vote
9 Establish Executive and Director Stock Against Against ShrHoldr
Ownership Guidelines
05/04/04 - A Georgia-Pacific Corp. *GP* 373298108 03/10/04 12,550
1 Elect Directors For Split Mgmt
1.1 Elect Director Barbara L. Bowles ---
Withhold
1.2 Elect Director Donald V. Fites --- Withhold
1.3 Elect Director David R. Goode --- Withhold
1.4 Elect Director Karen N. Horn --- For
1.5 Elect Director William R. Johnson --- For
1.6 Elect Director James B. Williams ---
Withhold
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/17/04 - A GlaxoSmithKline PLC (formerly Glaxo 37733W105 03/19/04 5,400
Wellcome Plc )
Meeting for Holders of ADRs
1 TO RECEIVE AND ADOPT THE DIRECTORS REPORT For For Mgmt
AND THE FINANCIAL STATEMENTS (ORDINARY
RESOLUTION)
2 TO APPROVE THE REMUNERATION REPORT For For Mgmt
(ORDINARY RESOLUTION)
3 TO ELECT MR H LAWRENCE CULP AS A DIRECTOR For For Mgmt
(ORDINARY RESOLUTION)
4 TO ELECT MR CRISPIN DAVIS AS A DIRECTOR For For Mgmt
(ORDINARY RESOLUTION)
5 TO ELECT SIR ROBERT WILSON AS A DIRECTOR For For Mgmt
(ORDINARY RESOLUTION)
6 TO ELECT DR TACHI YAMADA AS A DIRECTOR For For Mgmt
(ORDINARY RESOLUTION)
7 TO RE-ELECT SIR CHRISTOPHER HOGG AS A For For Mgmt
DIRECTOR (ORDINARY RESOLUTION)
8 Ratify Auditors For For Mgmt
9 REMUNERATION OF AUDITORS (ORDINARY For For Mgmt
RESOLUTION)
10 AUTHORISE THE COMPANY TO MAKE DONATIONS TO For For Mgmt
EU POLITICAL ORGAN- ISATIONS AND INCUR EU
POLITICAL EXPENDITURE (SPECIAL BUSINESS)
11 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Mgmt
(SPECIAL RESOLUTION)
12 AUTHORITY FOR THE COMPANY TO PURCHASE ITS For For Mgmt
OWN SHARES (SPECIAL RESOLUTION)
04/27/04 - A Golden West Financial Corp. *GDW* 381317106 03/01/04 3,200
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
04/27/04 - A Goodrich Corporation *GR* 382388106 03/08/04 9,775
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/04 - A Guidant Corp. *GDT* 401698105 03/11/04 4,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
09/12/03 - A H. J. Heinz Co. *HNZ* 423074103 07/18/03 4,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 40,300
1 Elect Directors For Split Mgmt
1.1 Elect Director L.T. Babbio, Jr. --- For
1.2 Elect Director P.C. Dunn --- For
1.3 Elect Director C.S. Fiorina --- For
1.4 Elect Director R.A. Hackborn --- For
1.5 Elect Director G.A. Keyworth II --- For
1.6 Elect Director R.E. Knowling, Jr. --- For
1.7 Elect Director S.M. Litvack --- Withhold
1.8 Elect Director R.L. Ryan --- For
1.9 Elect Director L.S. Salhany --- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Expense Stock Options Against For ShrHoldr
04/26/04 - A Honeywell International, Inc. *HON* 438516106 02/27/04 16,200
1 Elect Directors For Split Mgmt
1.1 Elect Director James J. Howard --- Withhold
1.2 Elect Director Bruce Karatz --- Withhold
1.3 Elect Director Russell E. Palmer ---
Withhold
1.4 Elect Director Ivan G. Seidenberg ---
Withhold
1.5 Elect Director Eric K. Shinseki --- For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against For ShrHoldr
4 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
5 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder Vote
6 Report on Pay Disparity Against Against ShrHoldr
7 Provide for Cumulative Voting Against Against ShrHoldr
05/03/04 - A Hubbell Incorporated *HUB.B* 443510201 03/05/04 2,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/04 - A Humana Inc. *HUM* 444859102 03/01/04 11,000
1 Elect Directors For For Mgmt
04/27/04 - A Huntington Bancshares Inc. *HBAN* 446150104 02/20/04 7,800
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
06/02/04 - A Ingersoll-Rand Company Limited *IR* G4776G101 04/02/04 4,300
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 ADOPTION OF AMENDED AND RESTATED INCENTIVE For For Mgmt
STOCK PLAN OF 1998.
3 APPROVAL OF AMENDED AND RESTATED BYE-LAWS. For For Mgmt
4 Ratify Auditors For For Mgmt
5 SHAREHOLDER PROPOSAL TO DECLASSIFY THE Against For ShrHoldr
BOARD OF DIRECTORS.
6 SHAREHOLDER PROPOSAL TO CHANGE THE COMPANY Against Against ShrHoldr
S JURISDICTION OF INCORPORATION.
7 SHAREHOLDER PROPOSAL TO REQUIRE THE Against Against ShrHoldr
SEPARATION OF THE CHIEF EXECUTIVE OFFICER
AND THE CHAIR OF THE BOARD.
05/25/04 - A Ingram Micro, Inc. *IM* 457153104 03/26/04 8,700
1 Elect Directors For For Mgmt
04/27/04 - A International Business Machines Corp. 459200101 02/27/04 3,650
*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 Against ShrHoldr
6 Amend Pension and Retirement Medical Against Against ShrHoldr
Insurance Plans
7 Submit Executive Compensation to Vote Against For ShrHoldr
8 Expense Stock Options Against For 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
05/03/04 - A Jefferson-Pilot Corp. *JP* 475070108 03/01/04 6,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director Stock Option For For Mgmt
Plan
02/24/04 - S John Hancock Financial Services, Inc. 41014S106 01/02/04 9,500
1 Approve Merger Agreement For For Mgmt
05/25/04 - A JPMorgan Chase & Co. *JPM* 46625H100 04/02/04 28,500
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For For Mgmt
3 Ratify Auditors For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
5 Adjourn Meeting For For Mgmt
6 Establish Term Limits for Directors Against Against ShrHoldr
7 Charitable Contributions Against Against ShrHoldr
8 Political Contributions Against Against ShrHoldr
9 Separate Chairman and CEO Positions Against For ShrHoldr
10 Provide Adequate Disclosure for over the Against Against ShrHoldr
counter Derivatives
11 Auditor Independence Against Against ShrHoldr
12 Submit Non-Employee Director Compensation Against Against ShrHoldr
to Vote
13 Report on Pay Disparity Against Against ShrHoldr
04/01/04 - A KB Home *KBH* 48666K109 02/12/04 3,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A KeyCorp *KEY* 493267108 03/16/04 11,550
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/13/04 - A Lear Corporation *LEA* 521865105 03/19/04 3,700
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
04/02/04 - A Lehman Brothers Holdings Inc. *LEH* 524908100 02/13/04 5,450
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A Liz Claiborne, Inc. *LIZ* 539320101 03/22/04 3,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
02/18/04 - A Lucent Technologies Inc. *LU* 549463107 12/22/03 38,400
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors and Amend For For Mgmt
Director Removal Provision
3 Approve Non-Employee Director Omnibus Stock For For Mgmt
Plan
4 Approve Reverse Stock Split For For Mgmt
Shareholder Proposals
5 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder Vote
6 Prohibit Awards to Executives Against Against ShrHoldr
08/19/03 - S Magna International Inc. *MG.A* 559222401 07/08/03 3,000
Ballot for Holders of Class B Shares
1 Approve Spin-Off Agreement For For Mgmt
Ballot for Holders of Class A Subordinate
Shares
1 Approve Spin-Off Agreement For For Mgmt
05/06/04 - A Magna International Inc. *MG.A* 559222401 03/23/04 3,800
1 Elect Directors For Withhold Mgmt
2 Ratify Ernst & Young LLP as Auditors For For Mgmt
04/28/04 - A Marathon Oil Corp *MRO* 565849106 03/01/04 10,400
1 Elect Directors For For Mgmt
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
05/25/04 - A Martin Marietta Materials, Inc. *MLM* 573284106 03/19/04 3,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/06/04 - A MBIA Inc. *MBI* 55262C100 03/18/04 5,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A McDonald's Corp. *MCD* 580135101 03/22/04 23,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve/Amend Executive Incentive Bonus Plan For For Mgmt
04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 13,950
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
04/23/04 - A Merrill Lynch & Co., Inc. *MER* 590188108 02/24/04 9,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Voting Against Against ShrHoldr
4 Separate Chairman and CEO Positions Against For ShrHoldr
04/27/04 - A Metlife, Inc *MET* 59156R108 03/01/04 10,850
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Approve Non-Employee Director Omnibus Stock For For Mgmt
Plan
5 Ratify Auditors For For Mgmt
6 Limit Executive Compensation Against Against ShrHoldr
05/13/04 - A MGIC Investment Corp. *MTG* 552848103 03/15/04 4,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/04 - A Mohawk Industries, Inc. *MHK* 608190104 03/22/04 2,500
1 Elect Directors For For Mgmt
01/29/04 - A Monsanto Co. *MON* 61166W101 12/01/03 2,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
Shareholder Proposals
4 Report on Impact of Genetically Engineered Against Against ShrHoldr
Seed
5 Report on Export of Hazardous Pesticides Against Against ShrHoldr
6 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
04/20/04 - A Morgan Stanley *MWD* 617446448 02/20/04 6,900
1 Elect Directors For Split Mgmt
1.1 Elect Director John W. Madigan --- Withhold
1.2 Elect Director Dr. Klaus Zumwinkel --- For
1.3 Elect Director Sir Howard Davies --- For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against For ShrHoldr
4 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder Vote
5 Report on Political Contributions/Activities Against Against ShrHoldr
04/27/04 - A National City Corp. *NCC* 635405103 03/05/04 9,950
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
05/13/04 - A Norfolk Southern Corp. *NSC* 655844108 03/05/04 11,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A Northeast Utilities *NU* 664397106 03/12/04 10,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/30/04 - A Occidental Petroleum Corp. *OXY* 674599105 03/03/04 10,300
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
05/14/04 - A Office Depot, Inc. *ODP* 676220106 03/10/04 13,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Lee A. Ault III --- Withhold
1.2 Elect Director Neil R. Austrian --- Withhold
1.3 Elect Director David W. Bernauer --- For
1.4 Elect Director Abelardo E. Bru --- For
1.5 Elect Director David I. Fuente --- Withhold
1.6 Elect Director Brenda J. Gaines --- Withhold
1.7 Elect Director Myra M. Hart --- For
1.8 Elect Director W. Scott Hedrick --- Withhold
1.9 Elect Director James L. Heskett --- Withhold
1.10 Elect Director Patricia H. McKay --- For
1.11 Elect Director Michael J. Myers --- Withhold
1.12 Elect Director Bruce Nelson --- Withhold
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/12/04 - A Owens-Illinois, Inc. *OI* 690768403 03/15/04 2,000
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
06/02/04 - A Oxford Health Plans, Inc. 691471106 04/15/04 5,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Kent J. Thirty --- For
1.2 Elect Director B.H. Safirstein, M.D. ---
Withhold
2 Ratify Auditors For For Mgmt
3 Divest from Tobacco Equities Against Against ShrHoldr
04/27/04 - A Paccar Inc. *PCAR* 693718108 03/01/04 6,900
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Deferred Compensation Plan For For Mgmt
4 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
5 Limit Awards to Executives Against Against ShrHoldr
04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 7,600
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 3,900
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
4 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder Vote
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
8 Limit Executive Compensation Against Against ShrHoldr
04/27/04 - A PNC Financial Services Group, Inc. 693475105 02/27/04 7,300
*PNC*
1 Elect Directors For For Mgmt
04/15/04 - A PPG Industries, Inc. *PPG* 693506107 02/17/04 3,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/23/04 - A PPL Corp. *PPL* 69351T106 02/27/04 5,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/04 - A Pulte Homes Inc. *PHM* 745867101 03/16/04 7,000
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditor Against For ShrHoldr
09/03/03 - A Quantum Corp. *DSS* 747906204 07/07/03 8,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director Omnibus Stock For For Mgmt
Plan
12/16/03 - A Qwest Communications International 749121109 10/27/03 43,000
Inc. *Q*
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
Shareholder Proposals
3 Exclude Pension Credits from Net Income For For ShrHoldr
When Determining Executive Compensation
4 Declassify the Board of Directors For For ShrHoldr
5 Submit Severance Agreement For For ShrHoldr
(Change-in-Control) to Shareholder Vote
6 Require Majority of Independent Directors Against For ShrHoldr
on Board
7 Performance- Based/Indexed Options Against Against ShrHoldr
8 Performance- Based/Indexed Options Against For ShrHoldr
9 Expense Stock Options Against For ShrHoldr
05/25/04 - A Qwest Communications International 749121109 03/26/04 43,000
Inc. *Q*
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For For Mgmt
3 Separate Chairman and CEO Positions Against Against ShrHoldr
4 Submit Executive Pension Benefit to Vote Against Against ShrHoldr
5 Require Majority of Independent Directors Against Against ShrHoldr
on Board
02/23/04 - S R. R. Donnelley & Sons Co. *RRD* 257867101 01/15/04 7,600
1 Issue Shares in Connection with an For For Mgmt
Acquisition
2 Approve Omnibus Stock Plan For For Mgmt
04/14/04 - A R. R. Donnelley & Sons Co. *RRD* 257867101 03/01/04 9,700
1 Elect Directors For For Mgmt
2 Sale of Company Assets Against Against ShrHoldr
3 Expense Stock Options Against For ShrHoldr
05/04/04 - A Reebok International Ltd. *RBK* 758110100 03/05/04 5,100
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/08/04 - A Regions Financial Corp. *RF* 758940100 04/27/04 6,150
1 Approve Merger Agreement For For Mgmt
2 Elect Directors For For Mgmt
3 Ratify Auditors For For Mgmt
4 Adjourn Meeting For For Mgmt
5 Require a Majority Vote for the Election of Against Against ShrHoldr
Directors
05/28/04 - A RenaissanceRe Holdings Ltd. *RNR* G7496G103 04/02/04 2,000
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
02/04/04 - A Rockwell Automation Inc *ROK* 773903109 12/08/03 1,700
A.1 Elect Director Don H. Davis, Jr. For For Mgmt
A.2 Elect Director William H. Gray, III For For Mgmt
A.3 Elect Director William T. McCormick, Jr. For For Mgmt
A.4 Elect Director Keith D. Nosbusch For For Mgmt
B Ratify Auditors For For Mgmt
C Amend Omnibus Stock Plan For For Mgmt
05/20/04 - A Safeway Inc. *SWY* 786514208 03/25/04 9,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Steven A. Burd --- For
1.2 Elect Director Robert I. MacDonnell ---
Withhold
1.3 Elect Director William Y. Tauscher ---
Withhold
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
4 Approve Repricing of Options For For Mgmt
5 Amend Bylaws to Require Independent Against For ShrHoldr
Director as Chairman of the Board
6 Provide for Cumulative Voting Against Against ShrHoldr
7 Report on Genetically Modified Organisms Against Against ShrHoldr
(GMO)
8 Prepare Sustainability Report Against Against ShrHoldr
9 Report on Political Contributions Against Against ShrHoldr
10 Expense Stock Options Against For ShrHoldr
10/30/03 - A Sara Lee Corp. *SLE* 803111103 09/02/03 10,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
Shareholder Proposals
3 Report on Charitable Contributions Against Against ShrHoldr
4 Implement and Monitor Code of Corporate Against Against ShrHoldr
Conduct - ILO Standards
04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 21,800
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
05/13/04 - A Sears, Roebuck & Co. *S* 812387108 03/15/04 9,500
1 Elect Directors For Split Mgmt
1.1 Elect Director William L. Bax --- For
1.2 Elect Director Donald J. Carty --- Withhold
1.3 Elect Director Alan J. Lacy --- Withhold
1.4 Elect Director Hugh B. Price --- Withhold
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against For ShrHoldr
4 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
5 Establish Other Board Committee Against Against ShrHoldr
05/04/04 - A Sempra Energy *SRE* 816851109 03/09/04 8,900
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Declassify the Board of Directors Against For ShrHoldr
5 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
6 Prohibit Auditor from Providing Non-Audit Against Against ShrHoldr
Services
7 Separate Chairman and CEO Positions Against For ShrHoldr
05/12/04 - A Smurfit - Stone Container Corp. *SSCC* 832727101 03/15/04 6,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Deferred Compensation Plan For For Mgmt
5 Submit Executive Compensation to Vote Against Against ShrHoldr
01/07/04 - A Solectron Corp. *SLR* 834182107 11/18/03 40,200
1 Elect Directors For For Mgmt
2 Approve Option Exchange Program For Against Mgmt
3 Ratify Auditors For For Mgmt
04/21/04 - A SouthTrust Corp. *SOTR* 844730101 02/20/04 3,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
04/20/04 - A Sprint Corp. *FON* 852061100 02/20/04 22,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Performance- Based/Indexed Options Against Against ShrHoldr
4 Limit Executive Compensation Against Against ShrHoldr
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Report on Foreign Outsourcing Against Against ShrHoldr
04/20/04 - A Sprint Corp. *FON* 852061506 02/20/04 35,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Performance- Based/Indexed Options Against Against ShrHoldr
4 Limit Executive Compensation Against Against ShrHoldr
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Report on Foreign Outsourcing Against Against ShrHoldr
04/20/04 - A SunTrust Banks, Inc. *STI* 867914103 02/20/04 4,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/26/04 - A SUPERVALU Inc. *SVU* 868536103 04/01/04 3,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Require Affirmative Vote of the Majority of Against Against ShrHoldr
the Shares to Elect Directors
06/10/04 - A Tech Data Corp. *TECD* 878237106 04/12/04 3,300
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Eliminate Class of Preferred Stock For For Mgmt
04/22/04 - A Tellabs, Inc. *TLAB* 879664100 02/23/04 22,300
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/07/04 - A Temple-Inland Inc. *TIN* 879868107 03/10/04 5,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A Textron Inc. *TXT* 883203101 03/05/04 6,300
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Stock-for-Salary/Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Report on Foreign Weapons Sales Against Against ShrHoldr
6 Report on Political Contributions/Activities Against Against ShrHoldr
7 Cease Charitable Contributions Against Against ShrHoldr
05/18/04 - A The Allstate Corp. *ALL* 020002101 03/19/04 12,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
5 Provide for Cumulative Voting Against Against ShrHoldr
03/31/04 - A The Bear Stearns Companies Inc. *BSC* 073902108 02/19/04 2,800
1 Elect Directors For For Mgmt
2 Amend the Capital Accumulation Plan for For For Mgmt
Senior Managing Directors
3 Amend Stock Option Plan For For Mgmt
4 Approve Restricted Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/03/04 - A The Boeing Co. *BA* 097023105 03/05/04 7,300
1 Elect Directors For Split Mgmt
1.1 Elect Director John H. Biggs --- Withhold
1.2 Elect Director John E. Bryson --- Withhold
1.3 Elect Director Linda Z. Cook --- For
1.4 Elect Director Rozanne L. Ridgway ---
Withhold
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
7 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
8 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder Vote
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
04/27/04 - A The Chubb Corp. *CB* 171232101 03/08/04 5,550
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Non-Employee Director Omnibus Stock For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
5 Report on Political Contributions/Activities Against Against ShrHoldr
05/13/04 - A The Dow Chemical Company *DOW* 260543103 03/15/04 13,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
4 Report on Social Initiatives in Bhopal Against Against ShrHoldr
05/20/04 - A The Hartford Financial Services Group, 416515104 03/22/04 7,400
Inc. *HIG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
05/18/04 - A The Interpublic Group of Companies, 460690100 03/26/04 20,900
Inc. *IPG*
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Non-Employee Director Omnibus Stock For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
5 MacBride Principles Against Against ShrHoldr
06/24/04 - A The Kroger Co. *KR* 501044101 04/26/04 16,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against For ShrHoldr
4 Separate Chairman and CEO Positions Against For ShrHoldr
5 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder Vote
05/21/04 - A The May Department Stores Co. *MAY* 577778103 04/02/04 10,400
1 Elect Directors For Withhold Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Declassify the Board of Directors Against For ShrHoldr
10/14/03 - A The Procter & Gamble Company *PG* 742718109 08/01/03 1,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director Omnibus Stock For For Mgmt
Plan
Shareholder Proposals
4 Declassify the Board of Directors Against For ShrHoldr
5 Label Genetically Engineered Foods Against Against ShrHoldr
03/19/04 - S The St. Paul Travelers Companies, Inc. 792860108 02/06/04 7,125
*STA*
1 Issue Shares in Connection with a Merger For For Mgmt
Agreement
2 Amend Bylaws For For Mgmt
3 Amend Articles For For Mgmt
4 Reduce Supermajority Vote Requirement For For Mgmt
03/03/04 - A The Walt Disney Company *DIS* 254687106 01/16/04 2,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 China Principles Against Against ShrHoldr
4 Report on Supplier Labor Standards in China Against Against ShrHoldr
5 Report on Amusement Park Safety Against Against ShrHoldr
05/20/04 - A The Williams Companies, Inc. *WMB* 969457100 03/26/04 4,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Awards to Executives Against Against ShrHoldr
05/21/04 - A Time Warner Inc *TWX* 887317105 03/23/04 24,500
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
04/29/04 - A Torchmark Corp. *TMK* 891027104 03/05/04 1,225
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
4 Divest Investments in Tobacco Companies Against Against ShrHoldr
03/19/04 - S Travelers Property Casualty Corp. 89420G109 02/06/04 13,562
1 Approve Merger Agreement For For Mgmt
03/19/04 - S Travelers Property Casualty Corp. 89420G406 02/06/04 2,387
1 Approve Merger Agreement For For Mgmt
05/21/04 - A TXU Corp. *TXU* 873168108 03/22/04 14,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
03/25/04 - A Tyco International Ltd. *TYC* 902124106 03/25/04 10,600
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 ADOPTION OF THE AMENDED AND RESTATED For For Mgmt
BYE-LAWS.
4 APPROVAL OF TYCO 2004 STOCK AND INCENTIVE For For Mgmt
PLAN.
5 SHAREHOLDER PROPOSAL REGARDING For For ShrHoldr
ENVIRONMENTAL REPORTING.
6 SHAREHOLDER PROPOSAL TO CHANGE TYCO S Against Against ShrHoldr
JURISDICTION OF INCORPORATION FROM BERMUDA
TO A U.S. STATE.
7 SHAREHOLDER PROPOSAL ON COMMON SENSE Against Against ShrHoldr
EXECUTIVE COMPENSATION.
04/20/04 - A U.S. Bancorp *USB* 902973304 02/26/04 15,997
1 Elect Directors For Withhold Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
4 Submit Executive Compensation to Vote Against For ShrHoldr
5 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
05/04/04 - A UST Inc. *UST* 902911106 03/05/04 7,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Submit Shareholder Rights Plan (Poison None For ShrHoldr
Pill) to Shareholder Vote
4 Reduce Nitrosamines in Oral Snuff Against Against ShrHoldr
04/29/04 - A Valero Energy Corp. *VLO* 91913Y100 03/01/04 6,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Greenhouse Gas Emissions Against Against ShrHoldr
04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 15,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Voting Against Against ShrHoldr
4 Require Majority of Independent Directors Against Against ShrHoldr
on Board
5 Separate Chairman and CEO Positions Against For ShrHoldr
6 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
7 Submit Executive Compensation to Vote 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 Report on Political Contributions/Activities Against Against ShrHoldr
11 Cease Charitable Contributions Against Against ShrHoldr
04/27/04 - A VF Corp. *VFC* 918204108 03/09/04 4,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Edward E. Crutchfield ---
Withhold
1.2 Elect Director George Fellows --- Withhold
1.3 Elect Director Daniel R. Hesse --- Withhold
1.4 Elect Director Clarence Otis, Jr. --- For
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Declassify the Board of Directors Against For ShrHoldr
5 Adopt ILO Based Code of Conduct Against Against ShrHoldr
05/12/04 - A Vishay Intertechnology, Inc. *VSH* 928298108 03/29/04 4,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Approve Restricted Stock Plan For For Mgmt
05/14/04 - A Vulcan Materials Co. *VMC* 929160109 03/15/04 6,400
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director Restricted For For Mgmt
Stock Plan
3 Ratify Auditors For For Mgmt
04/20/04 - A Wachovia Corp. *WB* 929903102 02/18/04 17,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Require Two Candidates for Each Board Seat Against Against ShrHoldr
4 Report on Political Contributions/Activities Against Against ShrHoldr
5 Separate Chairman and CEO Positions Against Against ShrHoldr
04/20/04 - A Washington Mutual, Inc *WM* 939322103 02/27/04 13,787
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 6,650
1 Elect Directors For For Mgmt
2 Approve Retirement Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Expense Stock Options Against For ShrHoldr
5 Limit Executive Compensation Against Against ShrHoldr
6 Link Executive Compensation to Social Issues Against Against ShrHoldr
7 Report on Political Contributions/Activities Against Against ShrHoldr
04/20/04 - A Whirlpool Corp. *WHR* 963320106 02/27/04 3,675
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
05/20/04 - A Xcel Energy Inc. *XEL* 98389B100 03/22/04 14,000
1 Declassify the Board of Directors For For Mgmt
2 Elect Directors For For Mgmt
3 Approve Non-Employee Director Omnibus Stock For For Mgmt
Plan
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 Value 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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