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 811-09759
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Principal Partners MidCap Growth 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: Principal Partners MidCap Growth Fund, Inc.
Sub-Advisor: Turner
Mgmt Rec - Company Management Recommended Vote
Vote Summary Report
Jul 01, 2003 - Jun 30, 2004
Principal Mutual Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
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04/15/04 - A ADTRAN, Inc. *ADTN* 00738A106 03/01/04 7,560
1 Elect Directors For Split Mgmt
1.1 Elect Director Mark C. Smith --- Withhold
1.2 Elect Director Howard A. Thrailkill ---
Withhold
1.3 Elect Director Richard A. Anderson ---
Withhold
1.4 Elect Director W. Frank Blount --- For
1.5 Elect Director H. Fenwick Huss --- For
1.6 Elect Director William L. Marks --- Withhold
1.7 Elect Director Roy J. Nichols --- For
2 Ratify Auditors For Against Mgmt
04/30/04 - A Aetna Inc. *AET* 00817Y108 02/27/04 3,830
1 Elect Directors For Split Mgmt
1.1 Elect Director Betsy Z. Cohen --- For
1.2 Elect Director Barbara Hackman Franklin ---
Withhold
1.3 Elect Director Jeffrey E. Garten --- For
1.4 Elect Director Earl G. Graves --- For
1.5 Elect Director Gerald Greenwald --- Withhold
1.6 Elect Director Ellen M. Hancock --- For
1.7 Elect Director Michael H. Jordan ---
Withhold
1.8 Elect Director Jack D. Kuehler --- Withhold
1.9 Elect Director Edward J. Ludwig --- For
1.10 Elect Director Joseph P. Newhouse --- For
1.11 Elect Director Judith Rodin --- Withhold
1.12 Elect Director John W. Rowe, M.D. ---
Withhold
1.13 Elect Director Ronald A. Williams ---
Withhold
1.14 Elect Director R. David Yost --- For
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against For ShrHoldr
4 Limit Executive Compensation Against For ShrHoldr
06/08/04 - A Affiliated Managers Group, Inc. *AMG* 008252108 04/21/04 4,965
1 Elect Directors For Split Mgmt
1.1 Elect Director William J. Nutt --- Withhold
1.2 Elect Director Sean M. Healey --- Withhold
1.3 Elect Director Richard E. Floor --- Withhold
1.4 Elect Director Stephen J. Lockwood ---
Withhold
1.5 Elect Director Harold J. Meyerman ---
Withhold
1.6 Elect Director Robert C. Puff, Jr. --- For
1.7 Elect Director Dr. Rita M. Rodriguez ---
Withhold
02/19/04 - A Agere Systems Inc *AGR.A* 00845V100 12/22/03 73,750
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard L. Clemmer ---
Withhold
1.2 Elect Director John T. Dickson --- For
01/22/04 - A Air Products & Chemicals, Inc. *APD* 009158106 11/28/03 5,060
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/08/04 - A ALLIANCE DATA SYSTEMS CORP *ADS* 018581108 04/14/04 8,870
1 Elect Directors For Split Mgmt
1.1 Elect Director Lawrence M. Benveniste ---
For
1.2 Elect Director D. Keith Cobb --- For
1.3 Elect Director Kenneth R. Jensen ---
Withhold
12/18/03 - S Allied Waste Industries, Inc. *AW* 019589308 11/03/03 11,440
1 Approve Conversion of Securities For For Mgmt
05/04/04 - A American Standard Companies, Inc. 029712106 03/10/04 2,660
*ASD*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For Against Mgmt
02/10/04 - A Ameritrade Holdings Corp. *AMTD* 03074K100 12/17/03 26,330
1 Elect Directors For Split Mgmt
1.1 Elect Director J. Peter Ricketts ---
Withhold
1.2 Elect Director C. Kevin Landry --- For
1.3 Elect Director Mark L. Mitchell --- For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
07/30/03 - A Amkor Technology, Inc. *AMKR* 031652100 06/20/03 9,920
1 Elect Directors For Split Mgmt
1.1 Elect Director James J. Kim --- Withhold
1.2 Elect Director John N. Boruch --- For
1.3 Elect Director Winston J. Churchill --- For
1.4 Elect Director Thomas D. George --- For
1.5 Elect Director Gregory K. Hinckley --- For
1.6 Elect Director Juergen Knorr --- For
1.7 Elect Director John B. Neff --- For
1.8 Elect Director James W. Zug --- For
2 Ratify Auditors For For Mgmt
10/16/03 - A Applera Corp *ABI* 038020103 08/27/03 6,020
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard H. Ayers --- For
1.2 Elect Director Jean-Luc Belingard --- For
1.3 Elect Director Robert H. Hayes --- For
1.4 Elect Director Arnold J. Levine --- Withhold
1.5 Elect Director William H. Longfield --- For
1.6 Elect Director Theodore E. Martin --- For
1.7 Elect Director Carolyn W. Slayman --- For
1.8 Elect Director Orin R. Smith --- For
1.9 Elect Director James R. Tobin --- For
1.10 Elect Director Tony L. White --- Withhold
2 Ratify Auditors For For Mgmt
08/27/03 - A Applied Micro Circuits Corp. *AMCC* 03822W109 07/01/03 29,190
1 Elect Directors For Split Mgmt
1.1 Elect Director David M. Rickey --- Withhold
1.2 Elect Director Roger A. Smullen, Sr. --- For
1.3 Elect Director Cesar Cesaratto --- For
1.4 Elect Director Franklin P. Johnson, Jr. ---
For
1.5 Elect Director Kevin N. Kalkhoven ---
Withhold
1.6 Elect Director L. Wayne Price --- For
1.7 Elect Director Douglas C. Spreng --- For
1.8 Elect Director Arthur B. Stabenow --- For
1.9 Elect Director Harvey P. White --- For
2 Ratify Auditors For For Mgmt
02/26/04 - A Avaya Inc *AV* 053499109 12/31/03 13,170
1 Elect Directors For Split Mgmt
1.1 Elect Director Joseph P. Landy --- For
1.2 Elect Director Mark Leslie --- Withhold
1.3 Elect Director Donald K. Peterson ---
Withhold
1.4 Elect Director Anthony P. Terracciano ---
Withhold
2 Approve Omnibus Stock Plan For Against Mgmt
3 Limit Awards to Executives Against For ShrHoldr
05/06/04 - A AXIS CAPITAL HOLDINGS LTD *AXS* G0692U109 03/31/04 4,950
Meeting for Holders of ADRs
1 Elect Directors For Split Mgmt
1.1 Elect Director Jurgen Grupe --- For
1.2 Elect Director Maurice A. Keane --- For
1.3 Elect Director Edward J. Kelly, III --- For
1.4 Elect Director Andrew H. Rush --- Withhold
1.5 Elect Director Henry Smith --- For
1.6 Elect Director Jeffrey C. Walker ---
Withhold
1.7 Elect Director Michael A. Butt --- For
1.8 Elect Director John R. Charman --- For
1.9 Elect Director Andrew Cook --- For
1.10 Elect Director John R. Charman* --- For
1.11 Elect Director Andrew Cook* --- For
1.12 Elect Director Michael J. Weetch --- For
2 TO AMEND THE BY-LAWS OF AXIS CAPITAL For For Mgmt
HOLDINGS LIMITED
3 Ratify Auditors For For Mgmt
4 Ratify Auditors For For Mgmt
5 TO AUTHORIZE THE BOARD OF DIRECTORS OF AXIS For For Mgmt
SPECIALTY HOLDINGS IRELAND LIMITED TO SET
THE FEES FOR DELOITTE & TOUCHE
6 TO APPROVE THE FINANCIAL STATEMENTS OF AXIS For For Mgmt
SPECIALTY HOLDINGS IRELAND LIMITED
7 TO AUTHORIZE AXIS SPECIALTY HOLDINGS For For Mgmt
IRELAND LIMITED TO AUTHORIZE THE BOARD OF
AXIS SPECIALTY EUROPE LIMITED TO SET THE
FEES FOR DELOITTE & TOUCHE, INDEPENDENT
AUDITORS
8 TO AUTHORIZE AXIS SPECIALTY HOLDINGS For For Mgmt
IRELAND LIMITED TO VOTE TO APPROVE THE
FINANCIAL STATEMENTS OF AXIS SPECIALTY
EUROPE LIMITED
9 TO AUTHORIZE AXIS SPECIALTY HOLDINGS For For Mgmt
IRELAND LIMITED TO AUTHORIZE THE BOARD OF
AXIS RE LIMITED TO SET THE FEES FOR
DELOITTE & TOUCHE, INDEPENDENT AUDITORS
10 TO AUTHORIZE AXIS SPECIALTY HOLDINGS For For Mgmt
IRELAND LIMITED TO VOTE TO APPROVE THE
FINANCIAL STATEMENTS OF AXIS RE LIMITED
11 Ratify Auditors For For Mgmt
12 TO APPROVE THE FINANCIAL STATEMENTS OF AXIS For For Mgmt
SPECIALTY UK LIMITED
13 Ratify Auditors For For Mgmt
14 TO APPROVE THE FINANCIAL STATEMENTS OF AXIS For For Mgmt
SPECIALTY UK HOLDINGS LIMITED
15 Ratify Auditors For For Mgmt
16 TO APPROVE THE FINANCIAL STATEMENTS OF AXIS For For Mgmt
SPECIALTY (BARBADOS) LIMITED
07/11/03 - A BEA Systems, Inc. *BEAS* 073325102 05/27/03 18,990
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For Against Mgmt
3 Ratify Auditors For For Mgmt
05/11/04 - A Belo Corp. *BLC* 080555105 03/19/04 2,520
1 Elect Directors For Withhold Mgmt
2 Approve Omnibus Stock Plan For Against Mgmt
11/12/03 - S BIOGEN IDEC INC *BIIB* 449370105 09/25/03 3,510
1 Approve Merger Agreement For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
4 Approve Executive Incentive Bonus Plan For Against Mgmt
5 Adjourn Meeting For Against Mgmt
06/16/04 - A BIOGEN IDEC INC *BIIB* 09062X103 04/20/04 9,090
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A Broadcom Corp. *BRCM* 111320107 03/05/04 10,480
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
3 Ratify Auditors For For Mgmt
04/28/04 - A Brunswick Corp. *BC* 117043109 03/02/04 5,070
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/21/04 - A C. R. Bard, Inc. *BCR* 067383109 03/01/04 3,040
1 Elect Directors For Split Mgmt
1.1 Elect Director Anthony Welters --- For
1.2 Elect Director Tony L. White --- For
1.3 Elect Director Theodore E. Martin --- For
1.4 Elect Director Timothy M. Ring --- Withhold
2 Approve Omnibus Stock Plan For Against Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For Against Mgmt
05/25/04 - A Cablevision Systems Corp. *CVC* 12686C109 04/05/04 9,980
1 Elect Directors For Split Mgmt
1.1 Elect Director Charles D. Ferris ---
Withhold
1.2 Elect Director Richard H. Hochman ---
Withhold
1.3 Elect Director Victor Oristano --- Withhold
1.4 Elect Director Vincent Tese --- For
1.5 Elect Director Thomas V. Reifenheiser ---
For
1.6 Elect Director John R. Ryan --- For
2 Ratify Auditors For For Mgmt
04/28/04 - A Capitalsource, Inc *CSE* 14055X102 03/05/04 7,360
1 Elect Directors For For Mgmt
03/22/04 - S Caremark Rx, Inc. *CMX* 141705103 02/05/04 14,110
1 Increase Authorized Common Stock For For Mgmt
2 Approve Issuance of Stock in Connection For For Mgmt
with Merger Agreement
3 Increase Authorized Preferred Stock For Against Mgmt
4 Approve Omnibus Stock Plan For Against Mgmt
5 Allow Postponement or Adjournment of For Against Mgmt
Special Meeting
05/04/04 - A Caremark Rx, Inc. *CMX* 141705103 04/01/04 16,550
1 Elect Directors For Split Mgmt
1.1 Elect Director Edwin M. Banks --- Withhold
1.2 Elect Director Colleen C. Welch, Ph.D. ---
For
1.3 Elect Director Roger L. Headrick ---
Withhold
1.4 Elect Director Jean-Pierre Millon --- For
10/29/03 - A CheckFree Corp. *CKFR* 162813109 09/08/03 5,530
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
Shareholder Proposal
3 Make Effort to Locate Women and Minorities Against For ShrHoldr
for Board Nomination
06/04/04 - A Chesapeake Energy Corp. *CHK* 165167107 04/08/04 17,280
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank A. Keating --- For
1.2 Elect Director Tom L. Ward --- Withhold
1.3 Elect Director Frederick B. Whittemore ---
Withhold
2 Increase Authorized Common Stock For For Mgmt
3 Increase Authorized Preferred Stock For Against Mgmt
06/22/04 - A Chico's FAS, Inc. *CHS* 168615102 04/26/04 7,770
1 Elect Directors For Split Mgmt
1.1 Elect Director Helene B. Gralnick ---
Withhold
1.2 Elect Director Verna K. Gibson --- Withhold
1.3 Elect Director Betsy S. Atkins --- For
1.4 Elect Director Scott A. Edmonds --- Withhold
2 Change Range for Size of the Board For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For Against Mgmt
03/10/04 - A CIENA Corporation *CIEN* 171779101 01/20/04 26,730
1 Elect Directors For Split Mgmt
1.1 Elect Director Patrick H. Nettles --- For
1.2 Elect Director John R. Dillon --- Withhold
1.3 Elect Director Lawton W. Fitt --- Withhold
10/14/03 - A Cintas Corp. *CTAS* 172908105 08/18/03 4,150
1 Fix Number of Directors For For Mgmt
2 Elect Directors For Withhold Mgmt
3 Approve Non-Employee Director Stock Option For For Mgmt
Plan
Shareholder Proposals
4 Expense Stock Options Against For ShrHoldr
5 Establish a Nominating Committee of Against For ShrHoldr
Independent Directors
6 Require Majority of Independent Directors Against For ShrHoldr
on Board
7 Report on Code of Conduct Against For ShrHoldr
05/24/04 - A Citadel Broadcasting Corp *CDL* 17285T106 03/29/04 8,770
1 Elect Directors For Split Mgmt
1.1 Elect Director David W. Checketts --- For
1.2 Elect Director J. Anthony Forstmann ---
Withhold
1.3 Elect Director Charles P. Rose, Jr. --- For
2 Ratify Auditors For For Mgmt
05/13/04 - A Citrix Systems, Inc. *CTXS* 177376100 03/15/04 11,880
1 Elect Directors For Withhold Mgmt
2 Expense Stock Options Against For ShrHoldr
05/04/04 - A CNET Networks, Inc. *CNET* 12613R104 03/09/04 29,160
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For Against Mgmt
3 Ratify Auditors For For Mgmt
11/05/03 - A Coach, Inc. *COH* 189754104 09/17/03 3,420
1 Elect Directors For Split Mgmt
1.1 Elect Director Joseph Ellis --- For
1.2 Elect Director Lew Frankfort --- Withhold
1.3 Elect Director Sally Frame Kasaks --- For
1.4 Elect Director Gary Loveman --- For
1.5 Elect Director Irene Miller --- For
1.6 Elect Director Keith Monda --- For
1.7 Elect Director Michael Murphy --- For
12/16/03 - A Comverse Technology, Inc. *CMVT* 205862402 10/28/03 17,690
1 Elect Directors For Split Mgmt
1.1 Elect Director Kobi Alexander --- Withhold
1.2 Elect Director Raz Alon --- For
1.3 Elect Director Itsik Danziger --- For
1.4 Elect Director John H. Friedman --- For
1.5 Elect Director Ron Hiram --- For
1.6 Elect Director Sam Oolie --- For
1.7 Elect Director William F. Sorin --- For
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
06/15/04 - A Comverse Technology, Inc. *CMVT* 205862402 04/27/04 22,670
1 Elect Directors For Split Mgmt
1.1 Elect Director Kobi Alexander --- Withhold
1.2 Elect Director Raz Alon --- For
1.3 Elect Director Itsik Danziger --- Withhold
1.4 Elect Director John H. Friedman --- For
1.5 Elect Director Ron Hiram --- For
1.6 Elect Director Sam Oolie --- Withhold
1.7 Elect Director William F. Sorin --- Withhold
2 Approve Omnibus Stock Plan For Against Mgmt
3 Ratify Auditors For For Mgmt
04/29/04 - A Corning Inc. *GLW* 219350105 03/01/04 33,090
1 Elect Directors For Split Mgmt
1.1 Elect Director Jeremy R. Knowles --- For
1.2 Elect Director Eugene C. Sit --- For
1.3 Elect Director William D. Smithburg ---
Withhold
1.4 Elect Director Hansel E. Tookes II --- For
1.5 Elect Director Wendell P. Weeks --- Withhold
2 Ratify Auditors For Against Mgmt
3 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder Vote
04/06/04 - A Cummins , Inc. *CMI* 231021106 02/16/04 2,790
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert J. Darnall ---
Withhold
1.2 Elect Director John M. Deutch --- Withhold
1.3 Elect Director Alexis M. Herman --- For
1.4 Elect Director William I. Miller ---
Withhold
1.5 Elect Director William D. Ruckelshaus ---
Withhold
1.6 Elect Director Theodore M. Solso ---
Withhold
1.7 Elect Director J. Lawrence Wilson ---
Withhold
2 Ratify Auditors For For Mgmt
05/20/04 - A Cymer, Inc. *CYMI* 232572107 03/31/04 6,000
1 Elect Directors For Withhold Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For Against Mgmt
05/18/04 - A Dean Foods Company *DF* 242370104 03/26/04 4,790
1 Elect Directors For Withhold Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A Eaton Corp. *ETN* 278058102 03/01/04 6,120
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For Against Mgmt
3 Ratify Auditors For For Mgmt
06/17/04 - A Elan Corporation Plc 284131208 05/11/04 9,130
Meeting for Holders of ADRs
1 TO RECEIVE AND CONSIDER THE FINANCIAL For For Mgmt
STATEMENTS FOR THE YEAR ENDED DECEMBER 31,
2003 TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND AUDITORS THEREON.
2 TO RE-ELECT MR. BRENDAN BOUSHEL WHO RETIRES For Against Mgmt
FROM THE BOARD BY ROTATION AS A DIRECTOR OF
THE COMPANY.
3 TO RE-ELECT MR. JOHN GROOM WHO RETIRES FROM For Against Mgmt
THE BOARD BY ROTATION AS A DIRECTOR OF THE
COMPANY.
4 TO RE-ELECT MR. KYRAN MCLAUGHLIN WHO For For Mgmt
RETIRES FROM THE BOARD BY ROTATION AS A
DIRECTOR OF THE COMPANY.
5 TO RE-ELECT DR. DENNIS SELKOE WHO RETIRES For Against Mgmt
FROM THE BOARD BY ROTATION AS A DIRECTOR OF
THE COMPANY.
6 TO RE-ELECT MR. DANIEL TULLY WHO RETIRES For For Mgmt
FROM THE BOARD BY ROTATION AS A DIRECTOR OF
THE COMPANY.
7 TO AUTHORISE THE DIRECTORS TO FIX THE For For Mgmt
REMUNERATION OF THE AUDITORS.
8 THAT THE BOARD OF DIRECTORS BE AUTHORISED For Against Mgmt
TO ISSUE SHARE OPTIONS TO NON-EXECUTIVE DIRECTORS IN
ACCORDANCE WITH THE TERMS OF THE ELAN CORPORATION,
PLC 1996 CONSULTANT OPTION PLAN.
9 THAT THE ELAN CORPORATION, PLC 2004 For Against Mgmt
RESTRICTED STOCK PLAN ( THE RSU PLAN ) BE
APPROVED AND ADOPTED.
10 THAT THE ELAN CORPORATION, PLC EMPLOYEE For For Mgmt
EQUITY PURCHASE PLAN ( THE ESPP ) BE
APPROVED AND ADOPTED.
11 THAT THE DIRECTORS BE AND ARE HEREBY For Against Mgmt
GENERALLY AND UNCONDITIONALLY AUTHORISED TO ALLOT
AND ISSUE ALL RELEVANT SECURITIES OF THE COMPANY.
12 THAT THE AUTHORISED SHARE CAPITAL OF THE For For Mgmt
COMPANY BE INCREASED FROM 30,002,500 TO
33,502,500.
13 THAT, SUBJECT TO THE PASSING OF RESOLUTION For For Mgmt
12 IN THE NOTICE OF THIS MEETING, THE
ARTICLES OF ASSOCIATION BE AMENDED.
14 THAT, SUBJECT TO THE PASSING OF RESOLUTION For Against Mgmt
11 IN THE NOTICE OF THE MEETING, THE
DIRECTORS BE AND ARE HEREBY EMPOWERED TO
ALLOT SECURITIES FOR CASH.
15 THAT THE COMPANY AND/OR ANY SUBSIDIARY OF For For Mgmt
THE COMPANY BE AND IS HEREBY GENERALLY AUTHORIZED TO
MAKE MARKET PURCHASES OF SHARES OF ANY CLASS OF THE
COMPANY.
16 THAT THE RE-ISSUE PRICE RANGE AT WHICH ANY For For Mgmt
TREASURY SHARES FOR THE TIME BEING HELD BY
THE COMPANY MAY BE RE-ISSUED OFF-MARKET SHALL BE THE
MAXIMUM PRICE EQUAL TO 120 PER CENT OF THE RELEVANT
PRICE; AND THE MINIMUM PRICE EQUAL TO 95 PER CENT OF
THE RELEVA
07/31/03 - A Electronic Arts, Inc. *ERTS* 285512109 06/04/03 3,880
1 Elect Directors For Split Mgmt
1.1 Elect Director M. Richard Asher --- For
1.2 Elect Director William J. Byron --- For
1.3 Elect Director Leonard S. Coleman --- For
1.4 Elect Director Gary M. Kusin --- For
1.5 Elect Director Gregory B. Maffei --- For
1.6 Elect Director Timothy Mott --- For
1.7 Elect Director Lawrence F. Probst III ---
Withhold
1.8 Elect Director Linda J. Srere --- For
2 Amend Omnibus Stock Plan For Against Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
05/05/04 - A Expeditors International Of 302130109 03/10/04 5,560
Washington, Inc. *EXPD*
1 Elect Directors For Withhold Mgmt
02/02/04 - A Fair Isaac Inc. *FIC* 303250104 12/05/03 3,820
1 Elect Directors For Split Mgmt
1.1 Elect Director A. George Battle --- For
1.2 Elect Director Tony J. Christianson --- For
1.3 Elect Director Thomas G. Grudnowski --- For
1.4 Elect Director Alex W. Hart --- Withhold
1.5 Elect Director Philip G. Heasley ---
Withhold
1.6 Elect Director Guy R. Henshaw --- For
1.7 Elect Director David S.P. Hopkins --- For
1.8 Elect Director Margaret L. Taylor ---
Withhold
2 Increase Authorized Common Stock For Against Mgmt
3 Ratify Auditors For For Mgmt
05/04/04 - A Fairchild Semiconductor International, 303726103 03/10/04 12,980
Inc. *FCS*
1 Elect Directors For Split Mgmt
1.1 Elect Director Kirk P. Pond --- Withhold
1.2 Elect Director Joseph R. Martin --- For
1.3 Elect Director Charles P. Carinalli --- For
1.4 Elect Director Richard M. Cashin, Jr. ---
For
1.5 Elect Director Charles M. Clough --- For
1.6 Elect Director Robert F. Friel --- For
1.7 Elect Director Thomas L. Magnanti --- For
1.8 Elect Director Bryan R. Roub --- For
1.9 Elect Director Paul C. Schorr IV --- For
1.10 Elect Director Ronald W. Shelly --- For
1.11 Elect Director William N. Stout --- For
2 Amend Omnibus Stock Plan For Against Mgmt
3 Ratify Auditors For For Mgmt
01/15/04 - A Family Dollar Stores, Inc. *FDO* 307000109 11/24/03 5,340
1 Elect Directors For Split Mgmt
1.1 Elect Director Howard R. Levine --- Withhold
1.2 Elect Director George R. Mahoney, Jr. ---
For
1.3 Elect Director Mark R. Bernstein --- For
1.4 Elect Director Sharon Allred Decker --- For
1.5 Elect Director Edward C. Dolby --- For
1.6 Elect Director Glenn A. Eisenberg --- For
1.7 Elect Director James G. Martin --- For
2 Approve Non-Employee Director Stock Option For For Mgmt
Plan
3 Ratify Auditors For Against Mgmt
04/06/04 - A Fiserv, Inc. *FISV* 337738108 02/13/04 8,250
1 Elect Directors For Split Mgmt
1.1 Elect Director K.R. Jensen --- Withhold
1.2 Elect Director K.M. Robak --- For
1.3 Elect Director T.C. Wertheimer --- For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For Against Mgmt
05/26/04 - A Foot Locker Inc *FL* 344849104 04/02/04 8,510
1 Elect Directors For Split Mgmt
1.1 Elect Director James E. Preston --- Withhold
1.2 Elect Director Matthew D. Serra --- Withhold
1.3 Elect Director Christopher A. Sinclair ---
For
1.4 Elect Director Dona D. Young --- For
2 Ratify Auditors For For Mgmt
05/13/04 - A Formfactor, Inc. *FORM* 346375108 04/08/04 11,780
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/06/04 - A Freeport-McMoRan Copper & Gold Inc. 35671D857 03/12/04 7,550
*FCX*
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert J. Allison, Jr. ---
For
1.2 Elect Director R. Leigh Clifford ---
Withhold
1.3 Elect Director James R. Moffett --- Withhold
1.4 Elect Director B. M. Rankin, Jr. ---
Withhold
1.5 Elect Director J. Taylor Wharton --- For
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director Omnibus Stock For Against Mgmt
Plan
4 Halt Payments to Indonesian Military Against For ShrHoldr
05/28/04 - A Gen-Probe, Inc. *GPRO* 36866T103 04/15/04 9,540
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For Against Mgmt
3 Ratify Auditors For For Mgmt
08/04/03 - A GTECH Holdings Corp. *GTK* 400518106 06/13/03 3,550
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/25/04 - A Henry Schein, Inc. *HSIC* 806407102 04/15/04 6,110
1 Elect Directors For Split Mgmt
1.1 Elect Director Stanley M. Bergman ---
Withhold
1.2 Elect Director Gerald A. Benjamin ---
Withhold
1.3 Elect Director James P. Breslawski ---
Withhold
1.4 Elect Director Mark E. Mlotek --- Withhold
1.5 Elect Director Steven Paladino --- Withhold
1.6 Elect Director Barry J. Alperin --- For
1.7 Elect Director Pamela Joseph --- Withhold
1.8 Elect Director Donald J. Kabat --- For
1.9 Elect Director Marvin H. Schein --- Withhold
1.10 Elect Director Irving Shafran --- For
1.11 Elect Director Philip A. Laskawy --- For
1.12 Elect Director Norman S. Matthews --- For
1.13 Elect Director Louis W. Sullivan --- For
1.14 Elect Director Margaret A. Hamburg --- For
2 Amend Stock Option Plan For Against Mgmt
3 Amend Non-Employee Director Omnibus Stock For Against Mgmt
Plan
4 Approve Employee Stock Purchase Plan For For Mgmt
5 Ratify Auditors For For Mgmt
05/27/04 - A Inamed Corp. *IMDC* 453235103 04/12/04 5,730
1 Elect Directors For Split Mgmt
1.1 Elect Director Nicholas L. Teti --- Withhold
1.2 Elect Director James E. Bolin --- For
1.3 Elect Director Malcolm R. Currie, Ph.D. ---
Withhold
1.4 Elect Director John C. Miles II --- For
1.5 Elect Director Mitchell S. Rosenthal, M.D.
--- For
1.6 Elect Director Joy A. Amundson --- For
1.7 Elect Director Terry E. Vandewarker --- For
2 Increase Authorized Common Stock For Against Mgmt
3 Approve Stock Option Plan For Against Mgmt
4 Amend Restricted Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Other Business For Against Mgmt
09/12/03 - A Integrated Device Technology, Inc. 458118106 07/21/03 15,960
*IDTI*
1 Elect Director Gregory S. Lang For For Mgmt
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For Against Mgmt
03/02/04 - A International Game Technology *IGT* 459902102 01/02/04 11,380
1 Elect Directors For Split Mgmt
1.1 Elect Director G. Thomas Baker --- Withhold
1.2 Elect Director Neil Barsky --- For
1.3 Elect Director Robert A. Bittman ---
Withhold
1.4 Elect Director Richard R. Burt --- For
1.5 Elect Director Leslie S. Heisz --- For
1.6 Elect Director Robert A. Mathewson --- For
1.7 Elect Director Thomas J. Matthews ---
Withhold
1.8 Elect Director Robert Miller --- Withhold
1.9 Elect Director Frederick B. Rentschler ---
Withhold
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For Against Mgmt
04/13/04 - A Investors Financial Services Corp. 461915100 02/20/04 8,660
*IFIN*
1 Elect Directors For Split Mgmt
1.1 Elect Director Kevin J. Sheehan --- Withhold
1.2 Elect Director James M. Oates --- For
1.3 Elect Director Thomas P. McDermott --- For
2 Increase Authorized Common Stock For Against Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/29/04 - A Invitrogen Corp. *IVGN* 46185R100 02/27/04 3,460
1 Elect Directors For For Mgmt
2 Ratify Auditors For Against Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
04/16/04 - S Juniper Networks, Inc. *JNPR* 48203R104 03/10/04 16,910
1 Issue Shares in Connection with an For For Mgmt
Acquisition
05/19/04 - A Juniper Networks, Inc. *JNPR* 48203R104 03/22/04 16,910
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
2 Ratify Auditors For Against Mgmt
11/05/03 - A KLA-Tencor Corp. *KLAC* 482480100 09/15/03 7,030
1.a Elect Director H. Raymond Bingham For For Mgmt
1.b Elect Director Robert T. Bond For For Mgmt
1.c Elect Director Richard J. Elkus, Jr. For For Mgmt
1.d Elect Director Michael E. Marks For For Mgmt
2 Ratify Auditors For For Mgmt
05/12/04 - A Knight Trading Group, Inc. *NITE* 499063105 03/19/04 11,470
1 Elect Directors For Split Mgmt
1.1 Elect Director William L. Bolster --- For
1.2 Elect Director Charles V. Doherty --- For
1.3 Elect Director Gary R. Griffith --- For
1.4 Elect Director Thomas M. Joyce --- For
1.5 Elect Director Robert M. Lazarowitz ---
Withhold
1.6 Elect Director Thomas C. Lockburner --- For
1.7 Elect Director Rodger O. Riney --- For
2 Ratify Auditors For Against Mgmt
05/12/04 - A Laboratory Corporation of America 50540R409 03/31/04 4,290
Holdings *LH*
1 Elect Directors For Split Mgmt
1.1 Elect Director Thomas P. Mac Mahon ---
Withhold
1.2 Elect Director Jean-Luc Belingard --- For
1.3 Elect Director Wendy E. Lane --- For
1.4 Elect Director R.E. Mittelstaedt, Jr. ---
For
1.5 Elect Director Andrew G. Wallace, M.D. ---
For
1.6 Elect Director M. Keith Weikel --- For
1.7 Elect Director Craig M. Watson --- For
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
11/06/03 - A Lam Research Corp. *LRCX* 512807108 09/12/03 16,120
1 Elect Directors For Split Mgmt
1.1 Elect Director James W. Bagley --- Withhold
1.2 Elect Director David G. Arscott --- For
1.3 Elect Director Robert M. Berdahl --- For
1.4 Elect Director Richard J. Elkus, Jr. --- For
1.5 Elect Director Jack R. Harris --- For
1.6 Elect Director Grant M. Inman --- For
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
07/22/03 - A Legg Mason, Inc. *LM* 524901105 05/23/03 4,360
1 Elect Directors For Split Mgmt
1.1 Elect Director Carl Bildt --- For
1.2 Elect Director Harry M. Ford, Jr. ---
Withhold
1.3 Elect Director John E. Koerner, III --- For
1.4 Elect Director Peter F. O'Malley --- For
1.5 Elect Director James E. Ukrop --- For
1.6 Elect Director Dennis R. Beresford --- For
05/05/04 - A Manor Care, Inc. *HCR* 564055101 03/12/04 3,940
1 Elect Directors For Withhold Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
3 Declassify the Board of Directors For For Mgmt
4 Ratify Auditors For Against Mgmt
5 Limit Executive Compensation Against For ShrHoldr
04/27/04 - A Manpower Inc. *MAN* 56418H100 02/17/04 5,290
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/30/04 - A Marriott International Inc. (New) 571903202 03/08/04 5,190
*MAR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Lawrence W. Kellner --- For
1.2 Elect Director John W. Marriott III ---
Withhold
1.3 Elect Director Harry J. Pearce --- Withhold
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against For ShrHoldr
05/05/04 - A Marvel Enterprises, Inc. *MVL* 57383M108 03/24/04 13,420
1 Elect Directors For Split Mgmt
1.1 Elect Director Morton E. Handel --- For
1.2 Elect Director F. Peter Cuneo --- Withhold
1.3 Elect Director Isaac Perlmutter --- Withhold
2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt
3 Amend Omnibus Stock Plan For Against Mgmt
4 Ratify Auditors For Against Mgmt
05/28/04 - A Marvell Technology Group Ltd *MRVL* G5876H105 04/14/04 5,520
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 TO AUTHORIZE THE BOARD OF DIRECTORS TO FIX For For Mgmt
THE AUDITORS REMUNERATION FOR THE 2005 FISCAL YEAR
ENDING JANUARY 29, 2005.
4 TO APPROVE AN INCREASE TO THE COMPANY S For For Mgmt
AUTHORIZED SHARE CAPITAL.
11/19/03 - A Medicis Pharmaceutical Corp. *MRX* 584690309 10/10/03 5,160
1 Elect Directors For Withhold Mgmt
2 Increase Authorized Common Stock For Against Mgmt
3 Ratify Auditors For Against Mgmt
12/10/03 - S Mercury Interactive Corp. *MERQ* 589405109 10/31/03 4,090
1 Amend Stock Option Plan For Against Mgmt
2 Amend Employee Stock Purchase Plan For Against Mgmt
05/06/04 - A Mettler-Toledo International Inc. 592688105 03/08/04 3,940
*MTD*
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert F. Spoerry ---
Withhold
1.2 Elect Director Philip Caldwell --- For
1.3 Elect Director John T. Dickson --- For
1.4 Elect Director Philip H. Geier --- For
1.5 Elect Director John D. Macomber --- For
1.6 Elect Director Hans Ulrich Maerki --- For
1.7 Elect Director George M. Milne, Jr. --- For
1.8 Elect Director Thomas P. Salice --- For
2 Ratify Auditors For Against Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
05/11/04 - A MGM Mirage *MGG* 552953101 03/15/04 4,950
1 Elect Directors For Split Mgmt
1.1 Elect Director James D. Aljian --- Withhold
1.2 Elect Director Robert H. Baldwin ---
Withhold
1.3 Elect Director Terry N. Christensen ---
Withhold
1.4 Elect Director Willie D. Davis --- Withhold
1.5 Elect Director Alexander M. Haig, Jr. ---
Withhold
1.6 Elect Director Alexis M. Herman --- For
1.7 Elect Director Roland Hernandez --- For
1.8 Elect Director Gary N. Jacobs --- Withhold
1.9 Elect Director Kirk Kerkorian --- Withhold
1.10 Elect Director J. Terrence Lanni ---
Withhold
1.11 Elect Director George J. Mason --- For
1.12 Elect Director James J. Murren --- Withhold
1.13 Elect Director Ronald M. Popeil --- For
1.14 Elect Director John T. Redmond --- Withhold
1.15 Elect Director Daniel M. Wade --- Withhold
1.16 Elect Director Melvin B. Wolzinger --- For
1.17 Elect Director Alex Yemenidjian --- Withhold
2 Ratify Auditors For Against Mgmt
11/21/03 - A Micron Technology, Inc. *MU* 595112103 09/22/03 28,760
1 Elect Directors For Split Mgmt
1.1 Elect Director Steven R. Appleton ---
Withhold
1.2 Elect Director James W. Bagley --- For
1.3 Elect Director Robert A. Lothrop --- For
1.4 Elect Director Thomas T. Nicholson --- For
1.5 Elect Director Gordon C. Smith --- For
1.6 Elect Director William P. Weber --- For
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Amend Stock Option Plan For Against Mgmt
4 Ratify Auditors For Against Mgmt
02/10/04 - S Mid Atlantic Medical Services, Inc. 59523C107 01/15/04 5,050
1 Approve Merger Agreement For For Mgmt
2 Adjourn Meeting For Against Mgmt
10/24/03 - A Molex Incorporated *MOLX* 608554101 08/29/03 9,020
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
06/16/04 - A Monster Worldwide, Inc. *MNST* 611742107 04/26/04 11,320
1 Elect Directors For Split Mgmt
1.1 Elect Director Andrew J. Mckelvey ---
Withhold
1.2 Elect Director George R. Eisele --- For
1.3 Elect Director John Gaulding --- Withhold
1.4 Elect Director Ronald J. Kramer --- Withhold
1.5 Elect Director Michael Kaufman --- Withhold
1.6 Elect Director John Swann --- For
1.7 Elect Director David A. Stein --- For
2 Amend Omnibus Stock Plan For Against Mgmt
06/01/04 - A Nabors Industries, Ltd. *NBR* G6359F103 04/08/04 5,630
Meeting for Holders of ADRs
1 Elect Directors For Withhold Mgmt
2 Ratify Auditors For For Mgmt
3 SHAREHOLDER PROPOSAL TO CHANGE NABORS Against For Mgmt
JURISDICTION OF INCORPORATION FROM BERMUDA
TO DELAWARE.
09/26/03 - A National Semiconductor Corp. *NSM* 637640103 08/14/03 13,340
1 Elect Directors For Split Mgmt
1.1 Elect Director Brian L. Halla --- Withhold
1.2 Elect Director Steven R. Appleton --- For
1.3 Elect Director Gary P. Arnold --- Withhold
1.4 Elect Director Richard J. Danzig --- For
1.5 Elect Director Robert J. Frankenberg --- For
1.6 Elect Director E. Floyd Kvamme --- For
1.7 Elect Director Modesto A. Maidique --- For
1.8 Elect Director Edward R. Mccracken --- For
2 Ratify Auditors For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
02/17/04 - A Navistar International Corp. *NAV* 63934E108 01/05/04 5,150
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
04/26/04 - A NBTY, Inc. *NTY* 628782104 03/22/04 6,930
1 Elect Directors For Withhold Mgmt
2 Ratify Auditors For For Mgmt
03/05/04 - A NetScreen Technologies, Inc. 64117V107 01/15/04 9,630
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
09/02/03 - A Network Appliance, Inc. *NTAP* 64120L104 07/07/03 7,470
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
4 Ratify Auditors For Against Mgmt
5 Other Business For Against Mgmt
05/26/04 - A Neurocrine Biosciences, Inc. *NBIX* 64125C109 04/01/04 4,160
1 Elect Directors For For Mgmt
2 Ratify Auditors For Against Mgmt
3 Amend Omnibus Stock Plan For Against Mgmt
05/19/04 - A New York Community Bancorp, Inc. *NYB* 649445103 03/29/04 5,410
1 Elect Directors For Split Mgmt
1.1 Elect Director Donald M. Blake --- Withhold
1.2 Elect Director Thomas A. Doherty --- For
1.3 Elect Director Michael J. Levine --- For
1.4 Elect Director Guy V. Molinari --- For
1.5 Elect Director John A. Pileski --- For
1.6 Elect Director John M. Tsimbinos ---
Withhold
2 Ratify Auditors For Against Mgmt
05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 5,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Edward L. Hutton --- Withhold
1.2 Elect Director Joel F. Gemunder --- Withhold
1.3 Elect Director Charles H. Erhart, Jr. ---
Withhold
1.4 Elect Director David W. Froesel, Jr. ---
Withhold
1.5 Elect Director Sandra E. Laney --- Withhold
1.6 Elect Director Andrea R. Lindell, DNSc, RN
--- Withhold
1.7 Elect Director Sheldon Margen, M.D. ---
Withhold
1.8 Elect Director John H. Timoney --- For
1.9 Elect Director Amy Wallman --- For
2 Approve Omnibus Stock Plan For Against Mgmt
3 Ratify Auditors For For Mgmt
05/19/04 - A Pacific Sunwear of California, Inc. 694873100 04/05/04 8,740
*PSUN*
1 Elect Directors For For Mgmt
2 Ratify Auditors For Against Mgmt
05/20/04 - A PacifiCare Health Systems, Inc. *PHS* 695112102 03/31/04 9,660
1 Elect Directors For Split Mgmt
1.1 Elect Director Aida Alvarez --- For
1.2 Elect Director Bradley C. Call --- For
1.3 Elect Director Terry O. Hartshorn ---
Withhold
1.4 Elect Director Dominic Ng --- For
1.5 Elect Director Howard G. Phanstiel ---
Withhold
1.6 Elect Director Warren E. Pinckert Ii ---
Withhold
1.7 Elect Director David A. Reed --- Withhold
1.8 Elect Director Charles R. Rinehart --- For
1.9 Elect Director Linda Rosenstock --- For
1.10 Elect Director Lloyd E. Ross --- Withhold
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/30/04 - A Pentair, Inc. *PNR* 709631105 03/01/04 3,380
1 Elect Directors For For Mgmt
2 Approve Outside Director Stock Options in For For Mgmt
Lieu of Cash
3 Approve Omnibus Stock Plan For Against Mgmt
4 Approve Employee Stock Purchase Plan For For Mgmt
5 Approve Employee Stock Purchase Plan For For Mgmt
6 Ratify Auditors For Against Mgmt
04/27/04 - A PerkinElmer Inc. *PKI* 714046109 02/27/04 12,420
1 Elect Directors For Split Mgmt
1.1 Elect Director Tamara J. Erickson --- For
1.2 Elect Director Nicholas A. Lopardo --- For
1.3 Elect Director Alexis P. Michas --- For
1.4 Elect Director James C. Mullen --- For
1.5 Elect Director Dr. Vicki L. Sato --- For
1.6 Elect Director Gabriel Schmergel --- For
1.7 Elect Director Kenton J. Sicchitano --- For
1.8 Elect Director Gregory L. Summe --- Withhold
1.9 Elect Director G. Robert Tod --- Withhold
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
05/28/04 - A Phelps Dodge Corp. *PD* 717265102 04/08/04 4,740
1 Elect Directors For Split Mgmt
1.1 Elect Director Marie L. Knowles --- Withhold
1.2 Elect Director Jon C. Madonna --- For
1.3 Elect Director Gordon R. Parker --- Withhold
1.4 Elect Director Robert D. Johnson --- For
2 Cease Charitable Contributions Against Against ShrHoldr
09/05/03 - A Pixar, Inc. *PIXR* 725811103 07/23/03 2,860
1 Elect Directors For Withhold Mgmt
2 Ratify Auditors For Against Mgmt
05/14/04 - A PMC-Sierra, Inc. *PMCS* 69344F106 03/15/04 19,380
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert Bailey --- For
1.2 Elect Director Alexandre Balkanski ---
Withhold
1.3 Elect Director Richard Belluzzo --- For
1.4 Elect Director James Diller --- Withhold
1.5 Elect Director Jonathan Judge --- For
1.6 Elect Director William Kurtz --- For
1.7 Elect Director Frank Marshall --- For
1.8 Elect Director Lewis Wilks --- For
2 Ratify Auditors For Against Mgmt
06/02/04 - A Polycom, Inc. *PLCM* 73172K104 04/09/04 14,740
1 Elect Directors For Split Mgmt
1.1 Elect Director Betsy S. Atkins --- For
1.2 Elect Director John Seely Brown --- For
1.3 Elect Director Robert C. Hagerty ---
Withhold
1.4 Elect Director John A. Kelley, Jr. --- For
1.5 Elect Director Michael R. Kourey --- For
1.6 Elect Director Stanley J. Meresman --- For
1.7 Elect Director William A. Owens --- Withhold
1.8 Elect Director Durk I. Jager --- For
1.9 Elect Director Thomas G. Stemberg --- For
2 Approve Omnibus Stock Plan For Against Mgmt
3 Ratify Auditors For Against Mgmt
05/04/04 - A Power-One, Inc. *PWER* 739308104 03/12/04 8,090
1 Elect Directors For Split Mgmt
1.1 Elect Director Steven J. Goldman ---
Withhold
1.2 Elect Director Jay Walters --- For
1.3 Elect Director Jon E.M. Jacoby --- For
1.4 Elect Director Mark Melliar-Smith --- For
2 Approve Omnibus Stock Plan For Against Mgmt
3 Ratify Auditors For Against Mgmt
05/10/04 - A Rare Hospitality International, Inc. 753820109 03/16/04 5,880
*RARE*
1 Elect Directors For Split Mgmt
1.1 Elect Director James D. Dixon --- For
1.2 Elect Director Eugene I. Lee, Jr. ---
Withhold
1.3 Elect Director Ronald W. San Martin ---
Withhold
1.4 Elect Director Roger L. Boeve --- For
2 Amend Omnibus Stock Plan For Against Mgmt
3 Ratify Auditors For Against Mgmt
05/25/04 - A Royal Caribbean Cruises Ltd. *RCL* V7780T103 03/26/04 4,150
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 APPROVAL OF THE AMENDED AND RESTATED 2000 For For Mgmt
STOCK AWARD PLAN.
3 RATIFICATION OF APPOINTMENT OF For For Mgmt
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S
INDEPENDENT ACCOUNTANTS FOR 2004.
01/26/04 - A Sanmina-SCI Corp. *SANM* 800907107 12/01/03 30,150
1 Elect Directors For Split Mgmt
1.1 Elect Director John C. Bolger --- For
1.2 Elect Director Neil R. Bonke --- For
1.3 Elect Director Randy W. Furr --- For
1.4 Elect Director Mario M. Rosati --- For
1.5 Elect Director A. Eugene Sapp, Jr. --- For
1.6 Elect Director Wayne Shortridge --- For
1.7 Elect Director Peter J. Simone --- For
1.8 Elect Director Jure Sola --- Withhold
1.9 Elect Director Bernard V Vonderschmitt ---
For
1.10 Elect Director Jacqueline M. Ward --- For
2 Ratify Auditors For For Mgmt
11/07/03 - A Scientific-Atlanta, Inc. *SFA* 808655104 09/15/03 4,260
1 Elect Directors For Split Mgmt
1.1 Elect Director Marion H. Antonini --- For
1.2 Elect Director David J. McLaughlin --- For
1.3 Elect Director James V. Napier --- Withhold
1.4 Elect Director Sam Nunn --- For
2 Approve Omnibus Stock Plan For Against Mgmt
05/25/04 - A SEI Investment Company *SEIC* 784117103 04/01/04 11,260
1 Elect Directors For Split Mgmt
1.1 Elect Director Alfred P. West, Jr. ---
Withhold
1.2 Elect Director William M. Doran --- Withhold
1.3 Elect Director Howard D. Ross --- For
1.4 Elect Director Thomas W. Smith --- For
2 Ratify Auditors For Against Mgmt
04/29/04 - A Silicon Laboratories, Inc. *SLAB* 826919102 03/01/04 4,710
1 Elect Directors For Split Mgmt
1.1 Elect Director Daniel A. Artusi --- Withhold
1.2 Elect Director William G. Bock --- For
1.3 Elect Director R. Ted Enloe III --- For
2 Ratify Auditors For For Mgmt
04/22/04 - A Silicon Valley Bancshares *SIVB* 827064106 02/24/04 4,070
1 Elect Directors For Split Mgmt
1.1 Elect Director James F. Burns, Jr. --- For
1.2 Elect Director G. Felda Hardymon ---
Withhold
1.3 Elect Director Alex W. Hart --- For
1.4 Elect Director James R. Porter --- For
1.5 Elect Director Michaela K. Rodeno --- For
1.6 Elect Director Larry W. Sonsini --- For
1.7 Elect Director Kenneth P. Wilcox --- For
2 Amend Omnibus Stock Plan For Against Mgmt
3 Ratify Auditors For For Mgmt
06/28/04 - A SINA Corp. (formerly SINA.com) *SINA* G81477104 05/21/04 8,270
Meeting for Holders of ADRs
1 Elect Directors For Split Mgmt
1.1 Elect Director Daniel Chiang --- Withhold
1.2 Elect Director Ter Fung Tsao --- For
1.3 Elect Director Song-Yi Zhang --- For
1.4 Elect Director Xiaotao Chen --- For
2 Ratify Auditors For For Mgmt
04/20/04 - A Smith International, Inc. *SII* 832110100 02/27/04 4,950
1 Elect Directors For Withhold Mgmt
2 Ratify Auditors For For Mgmt
05/12/04 - A Smurfit - Stone Container Corp. *SSCC* 832727101 03/15/04 13,270
1 Elect Directors For Split Mgmt
1.1 Elect Director James R. Boris --- For
1.2 Elect Director Alan E. Goldberg --- Withhold
1.3 Elect Director William T. Lynch, Jr. --- For
1.4 Elect Director Patrick J. Moore --- Withhold
1.5 Elect Director James J. O'Connor --- For
1.6 Elect Director Jerry K. Pearlman --- For
1.7 Elect Director Thomas A. Reynolds, III ---
Withhold
1.8 Elect Director William D. Smithburg --- For
2 Ratify Auditors For Against Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
4 Approve Deferred Compensation Plan For For Mgmt
5 Submit Executive Compensation to Vote Against Against ShrHoldr
04/22/04 - A Sovereign Bancorp, Inc. *SOV* 845905108 03/01/04 9,230
1 Elect Directors For Withhold Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For Against Mgmt
4 Approve Stock Plan and Employee Stock For Against Mgmt
Purchase Plan
5 Approve Bonus Plan For Against Mgmt
03/30/04 - A Starbucks Corp. *SBUX* 855244109 01/26/04 12,580
1 Elect Directors For Split Mgmt
1.1 Elect Director William W. (Bill) Bradley
--- For
1.2 Elect Director Gregory B. Maffei --- For
1.3 Elect Director Orin C. Smith --- Withhold
1.4 Elect Director Olden Lee --- For
2 Ratify Auditors For For Mgmt
05/07/04 - A Starwood Hotels & Resorts Worldwide, 85590A203 03/19/04 6,890
Inc. *HOT*
1 Elect Directors For Withhold Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
4 Declassify the Board of Directors For For Mgmt
05/19/04 - A Station Casinos, Inc. *STN* 857689103 03/26/04 3,860
1 Elect Directors For Split Mgmt
1.1 Elect Director Lorenzo J. Fertitta ---
Withhold
1.2 Elect Director Blake L. Sartini --- Withhold
1.3 Elect Director James E. Nave, D.V.M. --- For
2 Approve Executive Incentive Bonus Plan For Against Mgmt
3 Ratify Auditors For For Mgmt
4 Other Business For Against Mgmt
07/25/03 - A Steris Corp. *STE* 859152100 05/29/03 5,040
1 Elect Directors For For Mgmt
Shareholder Proposal
2 Declassify the Board of Directors Against For ShrHoldr
05/14/04 - A SunGard Data Systems Inc. *SDS* 867363103 03/15/04 14,710
1 Elect Directors For Split Mgmt
1.1 Elect Director Gregory S. Bentley ---
Withhold
1.2 Elect Director Michael C. Brooks ---
Withhold
1.3 Elect Director Cristobal Conde --- Withhold
1.4 Elect Director Ramon de Oliveira --- For
1.5 Elect Director Henry C. Duques --- For
1.6 Elect Director Albert A. Eisenstat ---
Withhold
1.7 Elect Director Bernard Goldstein --- For
1.8 Elect Director Janet Brutschea Haugen ---
For
1.9 Elect Director James L. Mann --- Withhold
1.10 Elect Director Malcolm I. Ruddock ---
Withhold
2 Ratify Auditors For Against Mgmt
04/08/04 - A T. Rowe Price Group, Inc. *TROW* 74144T108 02/06/04 4,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Edward C. Bernard ---
Withhold
1.2 Elect Director James T. Brady --- For
1.3 Elect Director D. William J. Garrett --- For
1.4 Elect Director Donald B. Hebb, Jr. --- For
1.5 Elect Director James A.C. Kennedy ---
Withhold
1.6 Elect Director James S. Riepe --- Withhold
1.7 Elect Director George A. Roche --- Withhold
1.8 Elect Director Brian C. Rogers --- Withhold
1.9 Elect Director Dr. Alfred Sommer --- For
1.10 Elect Director Dwight S. Taylor --- For
1.11 Elect Director Anne Marie Whittemore --- For
2 Ratify Auditors For Against Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
4 Other Business For Against Mgmt
11/17/03 - S Take-Two Interactive Software, Inc. 874054109 10/06/03 6,700
*TTWO*
1 Increase Authorized Common Stock For Against Mgmt
06/01/04 - A Teekay Shipping Corp. *TK* Y8564W103 04/02/04 4,420
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
02/26/04 - A Tetra Tech, Inc. *TTEK* 88162G103 12/29/03 18,780
1 Elect Directors For Split Mgmt
1.1 Elect Director Li-San Hwang --- Withhold
1.2 Elect Director James M. Jaska --- Withhold
1.3 Elect Director J. Christopher Lewis ---
Withhold
1.4 Elect Director Patrick C. Haden --- Withhold
1.5 Elect Director James J. Shelton --- For
1.6 Elect Director Daniel A. Whalen --- Withhold
1.7 Elect Director Hugh M. Grant --- For
1.8 Elect Director Richard H. Truly --- For
2 Amend Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/28/04 - A The AES Corp. *AES* 00130H105 03/03/04 17,230
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard Darman --- For
1.2 Elect Director Alice F. Emerson --- Withhold
1.3 Elect Director Paul T. Hanrahan --- For
1.4 Elect Director Kristina M. Johnson --- For
1.5 Elect Director John A. Koskinen --- For
1.6 Elect Director Philip Lader --- For
1.7 Elect Director John H. McArthur --- For
1.8 Elect Director Sandra O. Moose --- For
1.9 Elect Director Philip A. Odeen --- For
1.10 Elect Director Charles O. Rossotti --- For
1.11 Elect Director Sven Sandstrom --- For
1.12 Elect Director Roger W. Sant --- For
2 Ratify Auditors For Against Mgmt
11/13/03 - A The Bisys Group, Inc. *BSG* 055472104 09/19/03 7,810
1 Elect Directors For Split Mgmt
1.1 Elect Director Lynn J. Mangum --- Withhold
1.2 Elect Director Denis A. Bovin --- Withhold
1.3 Elect Director Robert J. Casale --- For
1.4 Elect Director Thomas A. Cooper --- For
1.5 Elect Director Paula G. McInerney --- For
1.6 Elect Director Thomas E. McInerney --- For
1.7 Elect Director Joseph J. Melone --- For
1.8 Elect Director Dennis R. Sheehan --- For
2 Approve Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For Against Mgmt
05/18/04 - A The Cheesecake Factory, Inc. *CAKE* 163072101 03/31/04 6,440
1 Elect Directors For Withhold Mgmt
2 Amend Stock Option Plan For Against Mgmt
3 Amend Omnibus Stock Plan For Against Mgmt
4 Amend Non-Employee Director Stock Option For Against Mgmt
Plan
05/18/04 - A The Interpublic Group of Companies, 460690100 03/26/04 17,200
Inc. *IPG*
1 Elect Directors For Split Mgmt
1.1 Elect Director David A. Bell --- Withhold
1.2 Elect Director Frank J. Borell --- Withhold
1.3 Elect Director Reginald K. Brack ---
Withhold
1.4 Elect Director Jill M. Considine --- For
1.5 Elect Director Christopher J. Coughlin ---
Withhold
1.6 Elect Director John J. Donner, Jr. ---
Withhold
1.7 Elect Director Richard A. Goldstein --- For
1.8 Elect Director H. John Greenlaus ---
Withhold
1.9 Elect Director Michael I. Roth --- Withhold
1.10 Elect Director J. Phillip Samper ---
Withhold
2 Approve Omnibus Stock Plan For Against Mgmt
3 Approve Non-Employee Director Omnibus Stock For Against Mgmt
Plan
4 Ratify Auditors For For Mgmt
5 MacBride Principles Against For ShrHoldr
06/04/04 - A The Sports Authority, Inc. *TSA* 84917U109 04/28/04 4,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Gordon D. Barker --- For
1.2 Elect Director Mary Elizabeth Burton --- For
1.3 Elect Director Cynthia R. Cohen --- For
1.4 Elect Director Peter R. Formanek --- For
1.5 Elect Director Martin E. Hanaka --- Withhold
1.6 Elect Director Kevin M. Mcgovern --- For
1.7 Elect Director John Douglas Morton ---
Withhold
1.8 Elect Director Jonathan D. Sokoloff ---
Withhold
2 Ratify Auditors For For Mgmt
05/20/04 - A The Williams Companies, Inc. *WMB* 969457100 03/26/04 19,950
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Awards to Executives Against For ShrHoldr
05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 6,800
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael J. Kowalski ---
Withhold
1.2 Elect Director Rose Marie Bravo --- For
1.3 Elect Director William R. Chaney ---
Withhold
1.4 Elect Director Samuel L. Hayes III ---
Withhold
1.5 Elect Director Abby F. Kohnstamm --- For
1.6 Elect Director Charles K. Marquis ---
Withhold
1.7 Elect Director J. Thomas Presby --- For
1.8 Elect Director James E. Quinn --- Withhold
1.9 Elect Director William A. Shutzer ---
Withhold
2 Ratify Auditors For For Mgmt
04/29/04 - A UCBH Holdings, Inc. *UCBH* 90262T308 02/29/04 4,590
1 Elect Directors For Split Mgmt
1.1 Elect Director Anthony Y. Chan --- For
1.2 Elect Director Joseph J. Jou --- For
1.3 Elect Director Dr. Godwin Wong --- For
1.4 Elect Director Thomas S. Wu --- Withhold
2 Amend Certificate to Remove Anti-Takeover For For Mgmt
Provision
3 Ratify Auditors For Against Mgmt
05/12/04 - A Univision Communications Inc. *UVN* 914906102 03/15/04 10,490
1 Elect Directors For Split Mgmt
1.1 Elect Director A. Jerrold Perenchio ---
Withhold
1.2 Elect Director Fernando Aguirre --- For
1.3 Elect Director Harold Gaba --- For
1.4 Elect Director Alan F. Horn --- Withhold
1.5 Elect Director John G. Perenchio ---
Withhold
1.6 Elect Director Ray Rodriguez --- Withhold
1.7 Elect Director McHenry T. Tichenor, Jr. ---
Withhold
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
02/19/04 - A Varian Medical Systems Inc *VAR* 92220P105 12/22/03 3,190
1 Elect Directors For Split Mgmt
1.1 Elect Director John Seely Brown --- For
1.2 Elect Director Samuel Hellman --- Withhold
1.3 Elect Director Terry R. Lautenbach ---
Withhold
2 Amend Executive Incentive Bonus Plan For For Mgmt
06/10/04 - S Varian Medical Systems Inc *VAR* 92220P105 04/12/04 4,110
1 Increase Authorized Common Stock For Against Mgmt
05/27/04 - A VeriSign Inc *VRSN* 92343E102 03/29/04 16,030
1 Elect Directors For For Mgmt
2 Ratify Auditors For Against Mgmt
05/26/04 - A Vimpel Communications Ao 68370R109 04/08/04 1,140
Meeting for Holders of ADRs
1 APPROVAL OF THE 2003 VIMPELCOM ANNUAL For For Mgmt
REPORT.
2 APPROVAL OF VIMPELCOM S ACCOUNTING For For Mgmt
STATEMENTS, INCLUDING PROFIT AND LOSS
STATEMENT FOR 2003.
3 ALLOCATION OF PROFITS AND LOSSES RESULTING For For Mgmt
FROM 2003 OPERATIONS, ALL AS MORE FULLY
DESCRIBED IN THE NOTICE.
4 Elect Directors For For Mgmt
5 ELECTION OF THE AUDIT COMMISSION. For For Mgmt
6 APPROVAL OF THE AMENDED AND RESTATED For For Mgmt
REGULATIONS OF THE AUDIT COMMISSION.
7 APPROVAL OF EXTERNAL AUDITORS. For For Mgmt
8 APPROVAL OF A SERIES OF INTERESTED PARTY For For Mgmt
TRANSACTIONS RELATING TO DEBT FINANCING OF
AND/OR LEASES TO VIMPELCOM-REGION.
9 APPROVAL OF REORGANIZATION OF VIMPELCOM For For Mgmt
THROUGH STATUTORY MERGER OF KB IMPLUS INTO VIMPELCOM
AND OF THE MERGER AGREEMENT BETWEEN VIMPELCOM AND KB
IMPULS.
10 APPROVAL OF STATUTORY MERGER (INCLUDING For For Mgmt
RELATED MERGER AGREEMENT BETWEEN VIMPELCOM
AND KB IMPULS), AS AN INTERESTED PARTY
TRANSACTION.
05/12/04 - A Vishay Intertechnology, Inc. *VSH* 928298108 03/29/04 15,070
1 Elect Directors For Split Mgmt
1.1 Elect Director Dr. Felix Zandman ---
Withhold
1.2 Elect Director Philippe Gazeau --- Withhold
1.3 Elect Director Zvi Grinfas --- For
1.4 Elect Director Dr. Gerald Paul --- Withhold
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For Against Mgmt
4 Approve Restricted Stock Plan For Against Mgmt
05/17/04 - A Watson Pharmaceuticals, Inc. *WPI* 942683103 03/19/04 6,790
1 Elect Directors For Split Mgmt
1.1 Elect Director Allen Chao, Ph.D. ---
Withhold
1.2 Elect Director Michel J. Feldman --- For
1.3 Elect Director Fred G. Weiss --- For
2 Ratify Auditors For Against Mgmt
3 Review Executive Compensation Against For ShrHoldr
05/26/04 - A Western Wireless Corporation *WWCA* 95988E204 03/26/04 10,640
1 Elect Directors For Split Mgmt
1.1 Elect Director John W. Stanton --- Withhold
1.2 Elect Director John L. Bunce, Jr. ---
Withhold
1.3 Elect Director Mitchell R. Cohen ---
Withhold
1.4 Elect Director Daniel J. Evans --- For
1.5 Elect Director Theresa E. Gillespie ---
Withhold
1.6 Elect Director Jonathan M. Nelson --- For
1.7 Elect Director Peggy V. Phillips --- For
1.8 Elect Director Mikal J. Thomsen --- Withhold
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
05/19/04 - A Williams-Sonoma, Inc. *WSM* 969904101 03/29/04 11,050
1 Elect Directors For Split Mgmt
1.1 Elect Director W. Howard Lester --- Withhold
1.2 Elect Director Edward A. Mueller ---
Withhold
1.3 Elect Director Sanjiv Ahuja --- For
1.4 Elect Director Adrian D.P. Bellamy --- For
1.5 Elect Director Patrick J. Connolly ---
Withhold
1.6 Elect Director Jeanne P. Jackson --- For
1.7 Elect Director Michael R. Lynch --- For
1.8 Elect Director Richard T. Robertson --- For
2 Amend Stock Option Plan For Against Mgmt
3 Ratify Auditors For For Mgmt
12/11/03 - A WMS Industries Inc. *WMS* 929297109 10/15/03 6,510
1 Elect Directors For Withhold Mgmt
2 Ratify Auditors For For Mgmt
05/27/04 - A XM Satellite Radio Holdings Inc. 983759101 04/09/04 9,970
*XMSR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Gary M. Parsons --- Withhold
1.2 Elect Director Hugh Panero --- For
1.3 Elect Director Nathaniel A. Davis ---
Withhold
1.4 Elect Director Thomas J. Donohue --- For
1.5 Elect Director Thomas G. Elliott ---
Withhold
1.6 Elect Director George W. Haywood --- For
1.7 Elect Director Chester A. Huber, Jr. --- For
1.8 Elect Director Jarl Mohn --- For
1.9 Elect Director Pierce J. Roberts, Jr. ---
Withhold
1.10 Elect Director Jack Shaw --- For
05/18/04 - A XTO ENERGY CORP *XTO* 98385X106 03/31/04 10,825
1 Elect Directors For Withhold Mgmt
2 Increase Authorized Common Stock For Against Mgmt
06/03/04 - A Zebra Technologies Corp. *ZBRA* 989207105 04/08/04 2,680
1 Elect Directors For Withhold Mgmt
2 Increase Authorized Common Stock For Against Mgmt
3 Ratify Auditors For Against Mgmt
4 Adopt Charter Language on Board Diversity Against For ShrHoldr
05/10/04 - A Zimmer Holdings Inc *ZMH* 98956P102 03/15/04 8,550
1 Elect Directors For Withhold Mgmt
2 Submit Shareholder Rights Plan (Poison Against For ShrHoldr
Pill) to Shareholder Vote
3 Ratify Auditors Against For ShrHoldr
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 MidCap Growth Fund, Inc.
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By (Signature and Title) /s/ Ralph C. Eucher
-------------------------------------------------------
Ralph C. Eucher
President and Chief Executive Officer
Date January 14, 2005
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