UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-03450
Name of Fund: Merrill Lynch Focus Value Fund, Inc.
Fund Address: P.O. Box 9011
Princeton, NJ 08543-9011
Name and address of agent for service:
Terry K. Glenn, President, Merrill Lynch Focus Value Fund,
Inc., 800 Scudders Mill Road, Plainsboro, NJ, 08536.
Mailing address: P.O. Box 9011, Princeton, NJ, 08543-9011
Registrant's telephone number, including area code: (609) 282-2800
Date of fiscal year end: 07/31/2005
Date of reporting period: 07/01/03 - 06/30/04
Item 1 - Proxy Voting Record
The information contained herein discloses the following information
for each matter relating to a portfolio security considered at any
shareholder meeting held during the period covered by the report and
with respect to which the registrant was entitled to vote:
(a) The name of the issuer of the portfolio security;
(b) The exchange ticker symbol of the portfolio security;
(c) The Council on Uniform Securities Identification Procedures
("CUSIP") number for the portfolio security;
(d) The shareholder meeting date;
(e) A brief identification of the matter voted on;
(f) Whether the matter was proposed by the issuer or by a security
holder;
(g) Whether the registrant cast its vote on the matter;
(h) How the registrant cast its vote; and
(i) Whether the registrant cast its vote for or against management.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-03450
Reporting Period: 07/01/2003 - 06/30/2004
Merrill Lynch Focus Value Fund, Inc.
===================== MERRILL LYNCH FOCUS VALUE FUND, INC. =====================
3COM CORP.
Ticker: COMS Security ID: 885535104
Meeting Date: SEP 23, 2003 Meeting Type: Annual
Record Date: JUL 25, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Bruce L. Claflin For For Management
1.2 Elect Director Paul G. Yovovich For For Management
2 Approve Omnibus Stock Plan For For Management
3 Amend Employee Stock Purchase Plan For For Management
4 Ratify Auditors For For Management
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ADVANCED MICRO DEVICES, INC.
Ticker: AMD Security ID: 007903107
Meeting Date: APR 29, 2004 Meeting Type: Annual
Record Date: MAR 1, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director W. J. Sanders III For For Management
1.2 Elect Director Hector de J. Ruiz For For Management
1.3 Elect Director W. Michael Barnes For For Management
1.4 Elect Director Charles M. Blalack For For Management
1.5 Elect Director R. Gene Brown For For Management
1.6 Elect Director Bruce Claflin For For Management
1.7 Elect Director H. Paulett Eberhart For For Management
1.8 Elect Director Robert B. Palmer For For Management
1.9 Elect Director Leonard M. Silverman For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
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AGILENT TECHNOLOGIES INC.
Ticker: A Security ID: 00846U101
Meeting Date: MAR 2, 2004 Meeting Type: Annual
Record Date: JAN 5, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James G. Cullen For For Management
1.2 Elect Director Robert L. Joss For For Management
1.3 Elect Director Walter B. Hewlett For For Management
2 Ratify Auditors For For Management
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ALBERTSON'S INC.
Ticker: ABS Security ID: 013104104
Meeting Date: JUN 10, 2004 Meeting Type: Annual
Record Date: APR 14, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Pamela G. Bailey For For Management
1.2 Elect Director Teresa Beck For For Management
1.3 Elect Director Beth M. Pritchard For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Require a Majority Vote for the Election Against Against Shareholder
of Directors
5 Amend Vote Requirements to Amend Against For Shareholder
Articles/Bylaws/Charter
6 Submit Severance Agreement Against Against Shareholder
(Change-in-Control) to Shareholder Vote
7 Declassify the Board of Directors Against For Shareholder
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AON CORP.
Ticker: AOC Security ID: 037389103
Meeting Date: MAY 21, 2004 Meeting Type: Annual
Record Date: MAR 24, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Patrick G. Ryan For For Management
1.2 Elect Director Edgar D. Jannotta For For Management
1.3 Elect Director Jan Kalff For Withhold Management
1.4 Elect Director Lester B. Knight For For Management
1.5 Elect Director J. Michael Losh For For Management
1.6 Elect Director R. Eden Martin For For Management
1.7 Elect Director Andrew J. McKenna For For Management
1.8 Elect Director Robert S. Morrison For For Management
1.9 Elect Director Richard C. Notebaert For For Management
1.10 Elect Director Michael D. O'Halleran For For Management
1.11 Elect Director John W. Rogers, Jr. For For Management
1.12 Elect Director Gloria Santona For For Management
1.13 Elect Director Carolyn Y. Woo For For Management
2 Ratify Auditors For For Management
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ARCH COAL, INC.
Ticker: ACI Security ID: 039380100
Meeting Date: APR 22, 2004 Meeting Type: Annual
Record Date: MAR 1, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Steven F. Leer For For Management
1.2 Elect Director Robert G. Potter For For Management
1.3 Elect Director Theodore D. Sands For For Management
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BANK OF NEW YORK CO., INC., THE
Ticker: BK Security ID: 064057102
Meeting Date: APR 13, 2004 Meeting Type: Annual
Record Date: FEB 23, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Frank J. Biondi, Jr. For For Management
1.2 Elect Director Nicholas M. Donofrio For For Management
1.3 Elect Director Alan R. Griffith For For Management
1.4 Elect Director Gerald L. Hassell For For Management
1.5 Elect Director Richard J. Kogan For For Management
1.6 Elect Director Michael J. Kowalski For For Management
1.7 Elect Director John A. Luke, Jr. For For Management
1.8 Elect Director John C. Malone For For Management
1.9 Elect Director Paul Myners, CBE For For Management
1.10 Elect Director Robert C. Pozen For For Management
1.11 Elect Director Catherine A. Rein For For Management
1.12 Elect Director Thomas A. Renyi For For Management
1.13 Elect Director William C. Richardson For For Management
1.14 Elect Director Brian L. Roberts For For Management
1.15 Elect Director Samuel C. Scott III For For Management
2 Ratify Auditors For For Management
3 Amend Executive Incentive Bonus Plan For For Management
4 Report on Political Contributions Against Against Shareholder
5 Limit Executive Compensation Against Against Shareholder
6 Limit Composition of Committee to Against Against Shareholder
Independent Directors
7 Submit Shareholder Rights Plan (Poison Against For Shareholder
Pill) to Shareholder Vote
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BANK ONE CORP.
Ticker: ONE Security ID: 06423A103
Meeting Date: MAY 25, 2004 Meeting Type: Annual
Record Date: APR 2, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2.1 Elect Director John H. Bryan For For Management
2.2 Elect Director Stephen B. Burke For For Management
2.3 Elect Director James S. Crown For For Management
2.4 Elect Director James Dimon For For Management
2.5 Elect Director Maureen A. Fay For For Management
2.6 Elect Director Laban P. Jackson, Jr. For For Management
2.7 Elect Director John W. Kessler For For Management
2.8 Elect Director Robert I. Lipp For For Management
2.9 Elect Director Richard A. Manoogian For For Management
2.10 Elect Director David C. Novak For For Management
2.11 Elect Director John W. Rogers, Jr. For For Management
2.12 Elect Director Frederick P. Stratton, For For Management
Jr.
3 Ratify Auditors For For Management
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BEVERLY ENTERPRISES, INC.
Ticker: BEV Security ID: 087851309
Meeting Date: MAY 20, 2004 Meeting Type: Annual
Record Date: MAR 31, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William R. Floyd For For Management
1.2 Elect Director John D. Fowler, Jr. For For Management
1.3 Elect Director John P. Howe, III, M.D. For Withhold Management
1.4 Elect Director James W. McLane For For Management
1.5 Elect Director Ivan R. Sabel For For Management
1.6 Elect Director Donald L. Seeley For For Management
1.7 Elect Director Marilyn R. Seymann, Ph.D. For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Amend Non-Employee Director Stock Option For For Management
Plan
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BORLAND SOFTWARE CORP.
Ticker: BORL Security ID: 099849101
Meeting Date: MAY 14, 2004 Meeting Type: Annual
Record Date: MAR 31, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William F. Miller For For Management
1.2 Elect Director Laura S. Unger For For Management
1.3 Elect Director T. Michael Nevens For For Management
2 Declassify the Board of Directors Against For Shareholder
3 Ratify Auditors For For Management
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CELESTICA INC.
Ticker: CLS. Security ID: 15101Q108
Meeting Date: MAY 5, 2004 Meeting Type: Annual
Record Date: MAR 12, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Robert Crandall, William For For Management
Etherington, Richard Love, Anthony
Melman, Gerald Schwartz, Charles Szuluk,
Don Tapscott as Directors
2 Approve Auditors and Authorize Board to For For Management
Fix Remuneration of Auditors
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CITIGROUP INC.
Ticker: C Security ID: 172967101
Meeting Date: APR 20, 2004 Meeting Type: Annual
Record Date: FEB 27, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director C. Michael Armstrong For For Management
1.2 Elect Director Alain J.P. Belda For For Management
1.3 Elect Director George David For For Management
1.4 Elect Director Kenneth T. Derr For For Management
1.5 Elect Director John M. Deutch For For Management
1.6 Elect Director Roberto Hernandez Ramirez For For Management
1.7 Elect Director Ann Dibble Jordan For For Management
1.8 Elect Director Dudley C. Mecum For For Management
1.9 Elect Director Richard D. Parsons For For Management
1.10 Elect Director Andrall E. Pearson For For Management
1.11 Elect Director Charles Prince For For Management
1.12 Elect Director Robert E. Rubin For For Management
1.13 Elect Director Franklin A. Thomas For For Management
1.14 Elect Director Sanford I. Weill For For Management
1.15 Elect Director Robert B. Willumstad For For Management
2 Ratify Auditors For For Management
3 Limit Executive Compensation Against Against Shareholder
4 Report on Political Against Against Shareholder
Contributions/Activities
5 Prohibit Awards to Executives Against Against Shareholder
6 Separate Chairman and CEO Positions Against Against Shareholder
- --------------------------------------------------------------------------------
CSX CORP.
Ticker: CSX Security ID: 126408103
Meeting Date: MAY 5, 2004 Meeting Type: Annual
Record Date: MAR 5, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director E.E. Bailey For For Management
1.2 Elect Director R.L. Burrus, Jr. For For Management
1.3 Elect Director E.J. Kelly, III For For Management
1.4 Elect Director R.D. Kunisch For For Management
1.5 Elect Director S.J. Morcott For For Management
1.6 Elect Director D.M. Ratcliffe For For Management
1.7 Elect Director C.E. Rice For For Management
1.8 Elect Director W.C. Richardson For For Management
1.9 Elect Director F.S. Royal, M.D. For For Management
1.10 Elect Director D.J. Shepard For For Management
1.11 Elect Director M.J. Ward For For Management
2 Ratify Auditors For For Management
3 Limit Executive Compensation Against Against Shareholder
4 Submit Shareholder Rights Plan (Poison Against For Shareholder
Pill) to Shareholder Vote
5 Limit Awards to Executives Against Against Shareholder
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DELTA AIR LINES, INC.
Ticker: DAL Security ID: 247361108
Meeting Date: APR 23, 2004 Meeting Type: Annual
Record Date: MAR 1, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edward H. Budd For For Management
1.2 Elect Director George M.C. Fisher For For Management
1.3 Elect Director David R. Goode For For Management
1.4 Elect Director Gerald Grinstein For For Management
1.5 Elect Director John F. Smith, Jr. For For Management
1.6 Elect Director Joan E. Spero For For Management
1.7 Elect Director Larry D. Thompson For For Management
2 Ratify Auditors For For Management
3 Restore or Provide for Cumulative Voting Against Against Shareholder
4 Limit Awards to Executives Against Against Shareholder
5 Submit Executive Pension Benefit To Vote Against Against Shareholder
6 Limit Executive Compensation Against Against Shareholder
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E.I. DU PONT DE NEMOURS & CO.
Ticker: DD Security ID: 263534109
Meeting Date: APR 28, 2004 Meeting Type: Annual
Record Date: MAR 9, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alain J. P. Belda For For Management
1.2 Elect Director Richard H. Brown For For Management
1.3 Elect Director Curtis J. Crawford For For Management
1.4 Elect Director John T. Dillon For For Management
1.5 Elect Director Louisa C. Duemling For For Management
1.6 Elect Director Charles O. Holliday, Jr. For For Management
1.7 Elect Director Deborah C. Hopkins For For Management
1.8 Elect Director Lois D. Juliber For For Management
1.9 Elect Director Masahisa Naitoh For For Management
1.10 Elect Director William K. Reilly For For Management
1.11 Elect Director H. Rodney Sharp, III For For Management
1.12 Elect Director Charles M. Vest For For Management
2 Ratify Auditors For For Management
3 Report on Executive Ties to Government Against Against Shareholder
4 Adopt and Report on a Code of Corporate Against Against Shareholder
Conduct
5 Limit Executive Compensation Against Against Shareholder
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EASTMAN KODAK CO.
Ticker: EK Security ID: 277461109
Meeting Date: MAY 12, 2004 Meeting Type: Annual
Record Date: MAR 15, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William H. Hernandez For For Management
1.2 Elect Director Hector de J. Ruiz For For Management
1.3 Elect Director Laura D'Andrea Tyson For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Adopt Chemical Policy Against Against Shareholder
5 Prohibit Awards to Executives Against Against Shareholder
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EXXON MOBIL CORP.
Ticker: XOM Security ID: 30231G102
Meeting Date: MAY 26, 2004 Meeting Type: Annual
Record Date: APR 5, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael J. Boskin For For Management
1.2 Elect Director James R. Houghton For For Management
1.3 Elect Director William R. Howell For For Management
1.4 Elect Director Reatha Clark King For For Management
1.5 Elect Director Philip E. Lippincott For For Management
1.6 Elect Director Harry J. Longwell For For Management
1.7 Elect Director Henry A. McKinnell, Jr. For For Management
1.8 Elect Director Marilyn Carlson Nelson For For Management
1.9 Elect Director Lee R. Raymond For For Management
1.10 Elect Director Walter V. Shipley For For Management
1.11 Elect Director Rex W. Tillerson For For Management
2 Ratify Auditors For For Management
3 Approve Non-Employee Director Restricted For For Management
Stock Plan
4 Affirm Political Nonpartisanship Against Against Shareholder
5 Report on Political Against Against Shareholder
Contributions/Activities
6 Report on Equatorial Guinea Against Against Shareholder
7 Separate Chairman and CEO Positions Against Against Shareholder
8 Prohibit Awards to Executives Against Against Shareholder
9 Report on Stock Option Distribution by Against Against Shareholder
Race and Gender
10 Amend EEO Statement to Include Reference Against For Shareholder
to Sexual Orientation
11 Report on Climate Change Research Against Against Shareholder
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FOOT LOCKER INC
Ticker: FL Security ID: 344849104
Meeting Date: MAY 26, 2004 Meeting Type: Annual
Record Date: APR 2, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James E. Preston For For Management
1.2 Elect Director Matthew D. Serra For For Management
1.3 Elect Director Christopher A. Sinclair For For Management
1.4 Elect Director Dona D. Young For For Management
2 Ratify Auditors For For Management
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FORD MOTOR COMPANY
Ticker: F Security ID: 345370860
Meeting Date: MAY 13, 2004 Meeting Type: Annual
Record Date: MAR 17, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John R. H. Bond For For Management
1.2 Elect Director Stephen G. Butler For For Management
1.3 Elect Director Kimberly A. Casiano For For Management
1.4 Elect Director Edsel B. Ford II For For Management
1.5 Elect Director William Clay Ford For For Management
1.6 Elect Director William Clay Ford, Jr. For For Management
1.7 Elect Director Irvine O. Hockaday, Jr. For For Management
1.8 Elect Director Marie-Josee Kravis For For Management
1.9 Elect Director Richard A. Manoogian For For Management
1.10 Elect Director Ellen R. Marram For For Management
1.11 Elect Director Homer A. Neal For For Management
1.12 Elect Director Jorma Ollila For For Management
1.13 Elect Director Carl E. Reichardt For For Management
1.14 Elect Director Robert E. Rubin For For Management
1.15 Elect Director Nicholas V. Scheele For For Management
1.16 Elect Director John L. Thornton For For Management
2 Ratify Auditors For For Management
3 Increase Disclosure of Executive Against For Shareholder
Compensation
4 Establish Other Board Committee Against For Shareholder
5 Prohibit Awards to Executives Against Against Shareholder
6 Amend By Laws Relating to Board Against Against Shareholder
Independence
7 Report on Greenhouse Gas Emissions Against Against Shareholder
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GLOBAL SANTA FE CORP.(FORMERLY SANTA FE INTERNATIONAL CORP)
Ticker: GSF Security ID: G3930E101
Meeting Date: JUN 9, 2004 Meeting Type: Annual
Record Date: APR 7, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ferdinand A. Berger For For Management
1.2 Elect Director Khaled R. Al-Haroon For For Management
1.3 Elect Director Edward R. Muller For For Management
1.4 Elect Director Paul J. Powers For For Management
1.5 Elect Director John L. Whitmire For For Management
2 PROPOSAL TO APPROVE A SPECIAL RESOLUTION For For Management
TO AMEND THE COMPANY S AMENDED AND
RESTATED ARTICLES OF ASSOCIATION TO
PERMIT TELEPHONIC AND INTERNET VOTING BY
RECORD SHAREHOLDERS.
3 PROPOSAL TO APPROVE A SPECIAL RESOLUTION For For Management
TO AMEND THE COMPANY S AMENDED AND
RESTATED ARTICLES OF ASSOCIATION TO
REMOVE THE LANGUAGE NO SHARE OWNERSHIP
QUALIFICATION FOR DIRECTORS SHALL BE
REQUIRED.
4 PROPOSAL TO RATIFY THE APPOINTMENT OF For For Management
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
OF THE COMPANY AND ITS SUBSIDIARIES FOR
THE YEAR ENDING DECEMBER 31, 2004.
- --------------------------------------------------------------------------------
GOODRICH CORPORATION
Ticker: GR Security ID: 382388106
Meeting Date: APR 27, 2004 Meeting Type: Annual
Record Date: MAR 8, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Diane C. Creel For For Management
1.2 Elect Director George A. Davidson, Jr. For For Management
1.3 Elect Director Harris E. DeLoach, Jr. For For Management
1.4 Elect Director James J. Glasser For For Management
1.5 Elect Director James W. Griffith For For Management
1.6 Elect Director William R. Holland For For Management
1.7 Elect Director Marshall O. Larsen For For Management
1.8 Elect Director Douglas E. Olesen For For Management
1.9 Elect Director Alfred M. Rankin, Jr. For For Management
1.10 Elect Director James R. Wilson For For Management
1.11 Elect Director A. Thomas Young For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
GRANT PRIDECO INC
Ticker: GRP Security ID: 38821G101
Meeting Date: MAY 11, 2004 Meeting Type: Annual
Record Date: MAR 22, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David J. Butters For For Management
1.2 Elect Director Eliot M. Fried For For Management
1.3 Elect Director Dennis R. Hendrix For For Management
1.4 Elect Director Harold E. Layman For For Management
1.5 Elect Director Sheldon B. Lubar For For Management
1.6 Elect Director Michael Mcshane For For Management
1.7 Elect Director Robert K. Moses, Jr. For For Management
1.8 Elect Director Joseph E. Reid For For Management
1.9 Elect Director David A. Trice For For Management
- --------------------------------------------------------------------------------
HARTFORD FINANCIAL SERVICES GROUP, INC., THE
Ticker: HIG Security ID: 416515104
Meeting Date: MAY 20, 2004 Meeting Type: Annual
Record Date: MAR 22, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ramani Ayer For For Management
1.2 Elect Director Ronald E. Ferguson For For Management
1.3 Elect Director Edward J. Kelly, III For For Management
1.4 Elect Director Paul G. Kirk, Jr. For For Management
1.5 Elect Director Thomas M. Marra For For Management
1.6 Elect Director Gail J. McGovern For For Management
1.7 Elect Director Robert W. Selander For For Management
1.8 Elect Director Charles B. Strauss For For Management
1.9 Elect Director H. Patrick Swygert For For Management
1.10 Elect Director Gordon I. Ulmer For For Management
1.11 Elect Director David K. Zwiener For For Management
2 Ratify Auditors For For Management
3 Limit Executive Compensation Against Against Shareholder
- --------------------------------------------------------------------------------
HEWLETT-PACKARD CO.
Ticker: HPQ Security ID: 428236103
Meeting Date: MAR 17, 2004 Meeting Type: Annual
Record Date: JAN 20, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director L.T. Babbio, Jr. For For Management
1.2 Elect Director P.C. Dunn For For Management
1.3 Elect Director C.S. Fiorina For For Management
1.4 Elect Director R.A. Hackborn For For Management
1.5 Elect Director G.A. Keyworth II For For Management
1.6 Elect Director R.E. Knowling, Jr. For For Management
1.7 Elect Director S.M. Litvack For Withhold Management
1.8 Elect Director R.L. Ryan For For Management
1.9 Elect Director L.S. Salhany For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Expense Stock Options Against For Shareholder
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HONEYWELL INTERNATIONAL, INC.
Ticker: HON Security ID: 438516106
Meeting Date: APR 26, 2004 Meeting Type: Annual
Record Date: FEB 27, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James J. Howard For Withhold Management
1.2 Elect Director Bruce Karatz For Withhold Management
1.3 Elect Director Russell E. Palmer For Withhold Management
1.4 Elect Director Ivan G. Seidenberg For Withhold Management
1.5 Elect Director Eric K. Shinseki For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors Against For Shareholder
4 Amend Vote Requirements to Amend Against For Shareholder
Articles/Bylaws/Charter
5 Submit Severance Agreement Against Against Shareholder
(Change-in-Control) to Shareholder Vote
6 Report on Pay Disparity Against For Shareholder
7 Provide for Cumulative Voting Against Against Shareholder
- --------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 25, 2004 Meeting Type: Annual
Record Date: APR 2, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2.1 Elect Director Hans W. Becherer For For Management
2.2 Elect Director Frank A. Bennack, Jr. For For Management
2.3 Elect Director John H. Biggs For For Management
2.4 Elect Director Lawrence A. Bossidy For For Management
2.5 Elect Director Ellen V. Futter For For Management
2.6 Elect Director William H. Gray, III For For Management
2.7 Elect Director William B. Harrison, Jr For For Management
2.8 Elect Director Helene L. Kaplan For For Management
2.9 Elect Director Lee R. Raymond For For Management
2.10 Elect Director John R. Stafford For For Management
3 Ratify Auditors For For Management
4 Amend Executive Incentive Bonus Plan For For Management
5 Adjourn Meeting For Against Management
6 Establish Term Limits for Directors Against Against Shareholder
7 Charitable Contributions Against Against Shareholder
8 Political Contributions Against Against Shareholder
9 Separate Chairman and CEO Positions Against Against Shareholder
10 Provide Adequate Disclosure for over the Against Against Shareholder
counter Derivatives
11 Auditor Independence Against Against Shareholder
12 Submit Non-Employee Director Compensation Against Against Shareholder
to Vote
13 Report on Pay Disparity Against For Shareholder
- --------------------------------------------------------------------------------
KERR-MCGEE CORP.
Ticker: KMG Security ID: 492386107
Meeting Date: JUN 25, 2004 Meeting Type: Special
Record Date: MAY 20, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
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KIMBERLY-CLARK CORP.
Ticker: KMB Security ID: 494368103
Meeting Date: APR 29, 2004 Meeting Type: Annual
Record Date: MAR 1, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Pastora San Juan Cafferty For Withhold Management
1.2 Elect Director Claudio X. Gonzalez For Withhold Management
1.3 Elect Director Linda Johnson Rice For Withhold Management
1.4 Elect Director Marc J. Shapiro For Withhold Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Submit Shareholder Rights Plan (Poison Against For Shareholder
Pill) to Shareholder Vote
- --------------------------------------------------------------------------------
LIBERTY MEDIA CORP.
Ticker: L Security ID: 530718105
Meeting Date: JUN 9, 2004 Meeting Type: Annual
Record Date: APR 21, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert R. Bennett For For Management
1.2 Elect Director Paul A. Gould For For Management
1.3 Elect Director John C. Malone For For Management
2 Amend Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
LSI LOGIC CORP.
Ticker: LSI Security ID: 502161102
Meeting Date: MAY 6, 2004 Meeting Type: Annual
Record Date: MAR 11, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Wilfred J. Corrigan For For Management
1.2 Elect Director James H. Keyes For For Management
1.3 Elect Director Malcolm R. Currie For For Management
1.4 Elect Director T.Z. Chu For For Management
1.5 Elect Director R. Douglas Norby For For Management
1.6 Elect Director Matthew J. O'Rourke For For Management
1.7 Elect Director Gregorio Reyes For For Management
1.8 Elect Director Larry W. Sonsini For For Management
2 Amend Employee Stock Purchase Plan For For Management
3 Amend Employee Stock Purchase Plan For For Management
4 Approve/Amend Executive Incentive Bonus For For Management
Plan
5 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
LUCENT TECHNOLOGIES INC.
Ticker: LU Security ID: 549463107
Meeting Date: FEB 18, 2004 Meeting Type: Annual
Record Date: DEC 22, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Karl J. Krapek For For Management
1.2 Elect Director Patricia F. Russo For For Management
1.3 Elect Director Henry B. Schacht For For Management
1.4 Elect Director Franklin A. Thomas For For Management
2 Declassify the Board of Directors and For For Management
Amend Director Removal Provision
3 Approve Non-Employee Director Omnibus For For Management
Stock Plan
4 Approve Reverse Stock Split For For Management
5 Submit Severance Agreement Against Against Shareholder
(Change-in-Control) to Shareholder Vote
6 Prohibit Awards to Executives Against Against Shareholder
- --------------------------------------------------------------------------------
MARSH & MCLENNAN COMPANIES, INC.
Ticker: MMC Security ID: 571748102
Meeting Date: MAY 20, 2004 Meeting Type: Annual
Record Date: MAR 22, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lewis W. Bernard For For Management
1.2 Elect Director Mathis Cabiallavetta For For Management
1.3 Elect Director Zachary W. Carter For For Management
1.4 Elect Director Robert F. Erburu For For Management
1.5 Elect Director Oscar Fanjul For For Management
1.6 Elect Director Ray J. Groves For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
MCDONALD'S CORP.
Ticker: MCD Security ID: 580135101
Meeting Date: MAY 20, 2004 Meeting Type: Annual
Record Date: MAR 22, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edward A. Brennan For For Management
1.2 Elect Director Walter E. Massey For For Management
1.3 Elect Director John W. Rogers, Jr. For For Management
1.4 Elect Director Anne-Marie Slaughter For For Management
1.5 Elect Director Roger W. Stone For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Approve/Amend Executive Incentive Bonus For For Management
Plan
- --------------------------------------------------------------------------------
MELLON FINANCIAL CORP.
Ticker: MEL Security ID: 58551A108
Meeting Date: APR 20, 2004 Meeting Type: Annual
Record Date: FEB 6, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jared L. Cohon For For Management
1.2 Elect Director Ira J. Gumberg For For Management
1.3 Elect Director Martin G. Mcguinn For For Management
1.4 Elect Director David S. Shapira For For Management
1.5 Elect Director John P. Surma For For Management
1.6 Elect Director Edward J. Mcaniff For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
MICRON TECHNOLOGY, INC.
Ticker: MU Security ID: 595112103
Meeting Date: NOV 21, 2003 Meeting Type: Annual
Record Date: SEP 22, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Steven R. Appleton For For Management
1.2 Elect Director James W. Bagley For For Management
1.3 Elect Director Robert A. Lothrop For For Management
1.4 Elect Director Thomas T. Nicholson For For Management
1.5 Elect Director Gordon C. Smith For For Management
1.6 Elect Director William P. Weber For For Management
2 Amend Employee Stock Purchase Plan For For Management
3 Amend Stock Option Plan For For Management
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
MORGAN STANLEY
Ticker: MWD Security ID: 617446448
Meeting Date: APR 20, 2004 Meeting Type: Annual
Record Date: FEB 20, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John W. Madigan For Withhold Management
1.2 Elect Director Dr. Klaus Zumwinkel For For Management
1.3 Elect Director Sir Howard Davies For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors Against For Shareholder
4 Submit Severance Agreement Against Against Shareholder
(Change-in-Control) to Shareholder Vote
5 Report on Political Against Against Shareholder
Contributions/Activities
- --------------------------------------------------------------------------------
NATIONAL SEMICONDUCTOR CORP.
Ticker: NSM Security ID: 637640103
Meeting Date: SEP 26, 2003 Meeting Type: Annual
Record Date: AUG 14, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Brian L. Halla For For Management
1.2 Elect Director Steven R. Appleton For For Management
1.3 Elect Director Gary P. Arnold For For Management
1.4 Elect Director Richard J. Danzig For For Management
1.5 Elect Director Robert J. Frankenberg For For Management
1.6 Elect Director E. Floyd Kvamme For For Management
1.7 Elect Director Modesto A. Maidique For For Management
1.8 Elect Director Edward R. Mccracken For For Management
2 Ratify Auditors For For Management
3 Approve Employee Stock Purchase Plan For For Management
- --------------------------------------------------------------------------------
NOKIA CORP.
Ticker: NKCAF Security ID: 654902204
Meeting Date: MAR 25, 2004 Meeting Type: Annual
Record Date: JAN 30, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE INCOME STATEMENTS AND THE For For Management
BALANCE SHEETS.
2 APPROVAL OF A DIVIDEND OF EUR 0.30 PER For For Management
SHARE.
3 APPROVAL OF THE DISCHARGE OF THE For For Management
CHAIRMAN, THE MEMBERS OF THE BOARD OF
DIRECTORS AND THE PRESIDENT FROM
LIABILITY.
4.1 Elect Director Paul J. Collins For For Management
4.2 Elect Director Georg Ehrnrooth For For Management
4.3 Elect Director Bengt Holmstrom For For Management
4.4 Elect Director Per Karlsson For For Management
4.5 Elect Director Jorma Ollila For For Management
4.6 Elect Director Marjorie Scardino For For Management
4.7 Elect Director Vesa Vainio For For Management
4.8 Elect Director Arne Wessberg For For Management
5 Ratify Auditors For For Management
6 APPROVAL OF THE PROPOSAL OF THE BOARD TO For For Management
REDUCE THE SHARE CAPITAL THROUGH
CANCELLATION OF NOKIA SHARES HELD BY THE
COMPANY
7 APPROVAL OF THE AUTHORIZATION TO THE For For Management
BOARD TO INCREASE THE SHARE CAPITAL OF
THE COMPANY.
8 APPROVAL OF THE AUTHORIZATION TO THE For For Management
BOARD TO REPURCHASE NOKIA SHARES.
9 APPROVAL OF THE AUTHORIZATION TO THE For For Management
BOARD TO DISPOSE NOKIA SHARES HELD BY THE
COMPANY.
10 APPROVAL OF THE PROPOSAL OF THE BOARD TO For For Management
INCREASE THE CAPITAL OF THE FOUNDATION OF
NOKIA CORPORATION.
11 MARK THE FOR BOX IF YOU WISH TO None Against Management
INSTRUCT THE DEPOSITARY TO GIVE A PROXY
TO ANY ONE OF MARIANNA UOTINEN-TARKOMA,
ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF
NOKIA CORPORATION, TO AUTHORIZE ANY OF
THEM (WITH FULL POWER OF SUBSTITUTION) TO
VOTE, IN THEIR DISCR
- --------------------------------------------------------------------------------
NORFOLK SOUTHERN CORP.
Ticker: NSC Security ID: 655844108
Meeting Date: MAY 13, 2004 Meeting Type: Annual
Record Date: MAR 5, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alston D. Correll For For Management
1.2 Elect Director Landon Hilliard For For Management
1.3 Elect Director Burton M. Joyce For For Management
1.4 Elect Director Jane Margaret O'Brien For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
PARAMETRIC TECHNOLOGY CORP.
Ticker: PMTC Security ID: 699173100
Meeting Date: MAR 3, 2004 Meeting Type: Annual
Record Date: JAN 9, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael E. Porter For For Management
1.2 Elect Director Noel G. Posternak For For Management
2 Amend Employee Stock Purchase Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
RAYTHEON CO.
Ticker: RTN Security ID: 755111507
Meeting Date: MAY 5, 2004 Meeting Type: Annual
Record Date: MAR 8, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John M. Deutch For For Management
1.2 Elect Director Michael C. Ruettgers For For Management
1.3 Elect Director William R. Spivey For For Management
1.4 Elect Director William H. Swanson For For Management
1.5 Elect Director Linda G. Stuntz For For Management
2 Ratify Auditors For For Management
3 Develop Ethical Criteria for Military Against Against Shareholder
Contracts
4 Submit Shareholder Rights Plan (Poison Against For Shareholder
Pill) to Shareholder Vote
5 Declassify the Board of Directors Against For Shareholder
6 Implement MacBride Principles Against Against Shareholder
7 Expense Stock Options Against For Shareholder
8 Submit Executive Pension Benefit to Vote Against Against Shareholder
9 Limit Executive Compensation Against Against Shareholder
- --------------------------------------------------------------------------------
SAPPI LTD.
Ticker: Security ID: 803069202
Meeting Date: MAR 1, 2004 Meeting Type: Annual
Record Date: JAN 22, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 CONFIRMATION OF APPOINTMENT OF DIRECTOR For For Management
APPOINTED SINCE THE LAST ANNUAL GENERAL
MEETING: MR J C A LESLIE
2 CONFIRMATION OF APPOINTMENT OF DIRECTOR For For Management
APPOINTED SINCE THE LAST ANNUAL GENERAL
MEETING: MR H C J MAMSCH
3 RE-ELECTION OF RETIRING DIRECTOR: MR M R For For Management
HAYMON
4 RE-ELECTION OF RETIRING DIRECTOR: MR E For For Management
VAN AS
5 RE-ELECTION OF RETIRING DIRECTOR: MR D G For For Management
WILSON
6 SPECIAL RESOLUTION NUMBER 1 - A GENERAL For For Management
APPROVAL FOR THE COMPANY AND ITS
SUBSIDIARIES TO ACQUIRE SAPPI LIMITED
SHARES.
7 ORDINARY RESOLUTION NUMBER 1 - SPECIFIC For Against Management
APPROVAL TO SELL TREASURY SHARES TO THE
SAPPI SHARE INCENTIVE SCHEME.
8 ORDINARY RESOLUTION NUMBER 2 - PLACING For For Management
ALL THE UNISSUED ORDINARY SHARES IN THE
AUTHORISED SHARE CAPITAL OF THE COMPANY
UNDER THE CONTROL OF THE DIRECTORS OF THE
COMPANY WITH THE AUTHORITY TO ALLOT AND
ISSUE SAME IN TERMS OF THE COMPANIES ACT
AND THE LIST
9 ORDINARY RESOLUTION NUMBER 3 - AUTHORITY For For Management
FOR DIRECTORS TO SIGN ALL DOCUMENTS AND
DO ALL SUCH THINGS NECESSARY TO IMPLEMENT
THE ABOVE RESOLUTIONS. *** VOTING CUT-OFF
DATE: NO LATER THAN FEBRUARY 23, 2004 ***
- --------------------------------------------------------------------------------
SBC COMMUNICATIONS INC.
Ticker: SBC Security ID: 78387G103
Meeting Date: APR 30, 2004 Meeting Type: Annual
Record Date: MAR 2, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James E. Barnes For For Management
1.2 Elect Director James A. Henderson For For Management
1.3 Elect Director John B. McCoy For For Management
1.4 Elect Director S. Donley Ritchey For For Management
1.5 Elect Director Joyce M. Roche For For Management
1.6 Elect Director Patricia P. Upton For For Management
2 Ratify Auditors For For Management
3 Amend Bylaws For For Management
4 Report on Political Against Against Shareholder
Contributions/Activities
5 Change Size of Board of Directors Against Against Shareholder
- --------------------------------------------------------------------------------
SCHERING-PLOUGH CORP.
Ticker: SGP Security ID: 806605101
Meeting Date: APR 27, 2004 Meeting Type: Annual
Record Date: MAR 5, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Fred Hassan For For Management
1.2 Elect Director Philip Leder, M.D. For For Management
1.3 Elect Director Eugene R. McGrath For For Management
1.4 Elect Director Richard de J. Osborne For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
- --------------------------------------------------------------------------------
ST. PAUL TRAVELERS COMPANIES, INC., THE
Ticker: STA Security ID: 792860108
Meeting Date: JUL 28, 2004 Meeting Type: Annual
Record Date: JUN 4, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Howard P. Berkowitz For For Management
1.2 Elect Director Kenneth J. Bialkin For For Management
1.3 Elect Director Carolyn H. Byrd For For Management
1.4 Elect Director John H. Dasburg For For Management
1.5 Elect Director Leslie B. Disharoon For For Management
1.6 Elect Director Janet M. Dolan For For Management
1.7 Elect Director Kenneth M. Duberstein For For Management
1.8 Elect Director Jay S. Fishman For For Management
1.9 Elect Director Lawrence G. Graev For For Management
1.10 Elect Director Meryl D. Hartzband For For Management
1.11 Elect Director Thomas R. Hodgson For For Management
1.12 Elect Director William H. Kling For For Management
1.13 Elect Director James A. Lawrence For For Management
1.14 Elect Director Robert I. Lipp For For Management
1.15 Elect Director Blythe J. McGarvie For For Management
1.16 Elect Director Glen D. Nelson, M.D. For For Management
1.17 Elect Director Clarence Otis, Jr. For For Management
1.18 Elect Director Jeffrey M. Peek For For Management
1.19 Elect Director Nancy A. Roseman For For Management
1.20 Elect Director Charles W. Scharf For For Management
1.21 Elect Director Gordon M. Sprenger For For Management
1.22 Elect Director Frank J. Tasco For For Management
1.23 Elect Director Laurie J. Thomsen For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
- --------------------------------------------------------------------------------
SUN MICROSYSTEMS, INC.
Ticker: SUNW Security ID: 866810104
Meeting Date: NOV 13, 2003 Meeting Type: Annual
Record Date: SEP 15, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Scott G. McNealy For For Management
1.2 Elect Director James L. Barksdale For For Management
1.3 Elect Director L. John Doerr For For Management
1.4 Elect Director Robert J. Fisher For For Management
1.5 Elect Director Michael E. Lehman For For Management
1.6 Elect Director Robert L. Long For For Management
1.7 Elect Director M. Kenneth Oshman For For Management
1.8 Elect Director Naomi O. Seligman For For Management
1.9 Elect Director Lynn E. Turner For For Management
2 Amend Employee Stock Purchase Plan For For Management
3 Ratify Auditors For For Management
4 Implement China Principles Against Against Shareholder
- --------------------------------------------------------------------------------
THOMAS & BETTS CORP.
Ticker: TNB Security ID: 884315102
Meeting Date: MAY 5, 2004 Meeting Type: Annual
Record Date: MAR 15, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director E.H. Drew For For Management
1.2 Elect Director T.K. Dunnigan For For Management
1.3 Elect Director J.K. Hauswald For For Management
1.4 Elect Director D. Jernigan For For Management
1.5 Elect Director R.B. Kalich Sr. For For Management
1.6 Elect Director R.A. Kenkel For For Management
1.7 Elect Director K.R. Masterson For For Management
1.8 Elect Director D.J. Pileggi For For Management
1.9 Elect Director J.P. Richard For For Management
1.10 Elect Director J.L. Stead For For Management
1.11 Elect Director D.D. Stevens For For Management
1.12 Elect Director W.H. Waltrip For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Approve Omnibus Stock Plan For For Management
5 Approve Non-Employee Director Omnibus For For Management
Stock Plan
- --------------------------------------------------------------------------------
TIME WARNER INC
Ticker: TWX Security ID: 887317105
Meeting Date: MAY 21, 2004 Meeting Type: Annual
Record Date: MAR 23, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James L. Barksdale For For Management
1.2 Elect Director Stephen F. Bollenbach For For Management
1.3 Elect Director Stephen M. Case For For Management
1.4 Elect Director Frank J. Caufield For For Management
1.5 Elect Director Robert C. Clark For For Management
1.6 Elect Director Miles R. Gilburne For For Management
1.7 Elect Director Carla A. Hills For For Management
1.8 Elect Director Reuben Mark For For Management
1.9 Elect Director Michael A. Miles For For Management
1.10 Elect Director Kenneth J. Novack For For Management
1.11 Elect Director Richard D. Parsons For For Management
1.12 Elect Director R. E. Turner For For Management
1.13 Elect Director Francis T. Vincent, Jr. For For Management
2 Ratify Auditors For For Management
3 Adopt China Principles Against Against Shareholder
4 Report on Pay Disparity Against For Shareholder
- --------------------------------------------------------------------------------
TOPPS COMPANY, INC., THE
Ticker: TOPP Security ID: 890786106
Meeting Date: JUL 1, 2004 Meeting Type: Annual
Record Date: MAY 14, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Allan A. Feder For For Management
1.2 Elect Director David M. Mauer For For Management
1.3 Elect Director Jack H. Nusbaum For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
TOYS 'R' US, INC.
Ticker: TOY Security ID: 892335100
Meeting Date: JUN 2, 2004 Meeting Type: Annual
Record Date: APR 9, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director RoAnn Costin For For Management
1.2 Elect Director John H. Eyler, Jr. For For Management
1.3 Elect Director Roger N. Farah For For Management
1.4 Elect Director Peter A. Georgescu For For Management
1.5 Elect Director Cinda A. Hallman For For Management
1.6 Elect Director Calvin Hill For For Management
1.7 Elect Director Nancy Karch For For Management
1.8 Elect Director Norman S. Matthews For For Management
1.9 Elect Director Arthur B. Newman For For Management
1.10 Elect Director Frank R. Noonan For For Management
2 Require a Majority Vote for the Election Against Against Shareholder
of Directors
- --------------------------------------------------------------------------------
TRAVELERS PROPERTY CASUALTY CORP.
Ticker: TVCR Security ID: 89420G109
Meeting Date: MAR 19, 2004 Meeting Type: Special
Record Date: FEB 6, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
- --------------------------------------------------------------------------------
UNILEVER N.V.
Ticker: UN Security ID: 904784709
Meeting Date: MAY 12, 2004 Meeting Type: Annual
Record Date: MAR 24, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 ADOPTION OF THE ANNUAL ACCOUNTS AND For Did Not Management
APPROPRIATION OF THE PROFIT FOR THE 2003 Vote
FINANCIAL YEAR.
2 DISCHARGE OF THE MEMBERS OF THE BOARD OF For Did Not Management
DIRECTORS. Vote
3 CORPORATE GOVERNANCE AND ALTERATIONS TO For Did Not Management
THE ARTICLES OF ASSOCIATION. Vote
4.1 Elect Director A. Burgmans For Did Not Management
Vote
4.2 Elect Director Ac Butler For Did Not Management
Vote
4.3 Elect Director Pj Cescau For Did Not Management
Vote
4.4 Elect Director Kb Dadiseth For Did Not Management
Vote
4.5 Elect Director Nwa Fitzgerald Kbe For Did Not Management
Vote
4.6 Elect Director Ar Baron Van Heemstra For Did Not Management
Vote
4.7 Elect Director Rhp Markham For Did Not Management
Vote
4.8 Elect Director Cj Van Der Graaf For Did Not Management
Vote
4.9 Elect Director Lord Brittan* For Did Not Management
Vote
4.10 Elect Director Baroness Chalker* For Did Not Management
Vote
4.11 Elect Director B Collomb* For Did Not Management
Vote
4.12 Elect Director Professor W Dik* For Did Not Management
Vote
4.13 Elect Director O Fanjul* For Did Not Management
Vote
4.14 Elect Director Cx Gonzalez* For Did Not Management
Vote
4.15 Elect Director H Kopper* For Did Not Management
Vote
4.16 Elect Director Lord Simon* For Did Not Management
Vote
4.17 Elect Director J Van Der Veer* For Did Not Management
Vote
5 REMUNERATION OF NON-EXECUTIVE DIRECTORS. For Did Not Management
Vote
6 Ratify Auditors For Did Not Management
Vote
7 DESIGNATION, IN ACCORDANCE WITH ARTICLES For Did Not Management
96 AND 96A OF BOOK 2 OF THE NETHERLANDS Vote
CIVIL CODE, OF THE BOARD OF DIRECTORS AS
THE COMPANY BODY AUTHORIZED IN RESPECT OF
THE ISSUE OF SHARES IN THE COMPANY.
8 AUTHORIZATION, IN ACCORDANCE WITH ARTICLE For Did Not Management
98 OF BOOK 2 OF THE NETHERLANDS CIVIL Vote
CODE, OF THE BOARD OF DIRECTORS TO
PURCHASE SHARES IN THE COMPANY AND
DEPOSITARY RECEIPTS THEREFOR.
9 AUTHORIZATION, IN ACCORDANCE WITH ARTICLE For Did Not Management
119 OF BOOK 2 OF THE NETHERLANDS CIVIL Vote
CODE, OF THE BOARD OF DIRECTORS TO
DETERMINE A REGISTRATION TIME FOR THE
EXERCISE OF THE RIGHTS TO ATTEND THE
GENERAL MEETING AND TO VOTE THEREAT.
- --------------------------------------------------------------------------------
UNISYS CORP.
Ticker: UIS Security ID: 909214108
Meeting Date: APR 22, 2004 Meeting Type: Annual
Record Date: FEB 27, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Henry C. Duques For For Management
1.2 Elect Director Clayton M. Jones For For Management
1.3 Elect Director Theodore E. Martin For For Management
1.4 Elect Director Lawrence A. Weinbach For For Management
- --------------------------------------------------------------------------------
VERIZON COMMUNICATIONS
Ticker: VZ Security ID: 92343V104
Meeting Date: APR 28, 2004 Meeting Type: Annual
Record Date: MAR 1, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James R. Barker For For Management
1.2 Elect Director Richard L. Carrion For For Management
1.3 Elect Director Robert W. Lane For For Management
1.4 Elect Director Sandra O. Moose For For Management
1.5 Elect Director Joseph Neubauer For For Management
1.6 Elect Director Thomas H. O'Brien For For Management
1.7 Elect Director Hugh B. Price For For Management
1.8 Elect Director Ivan G. Seidenberg For For Management
1.9 Elect Director Walter V. Shipley For For Management
1.10 Elect Director John R. Stafford For For Management
1.11 Elect Director Robert D. Storey For For Management
2 Ratify Auditors For For Management
3 Restore or Provide for Cumulative Voting Against Against Shareholder
4 Require Majority of Independent Directors Against Against Shareholder
on Board
5 Separate Chairman and CEO Positions Against Against Shareholder
6 Submit Shareholder Rights Plan (Poison Against Against Shareholder
Pill) to Shareholder Vote
7 Submit Executive Compensation to Vote Against Against Shareholder
8 Prohibit Awards to Executives Against Against Shareholder
9 Report on Stock Option Distribution by Against Against Shareholder
Race and Gender
10 Report on Political Against Against Shareholder
Contributions/Activities
11 Cease Charitable Contributions Against Against Shareholder
- --------------------------------------------------------------------------------
VIACOM INC.
Ticker: VIA Security ID: 925524308
Meeting Date: MAY 19, 2004 Meeting Type: Annual
Record Date: MAR 22, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director George S. Abrams For For Management
1.2 Elect Director David R. Andelman For For Management
1.3 Elect Director Joseph A. Califano, Jr. For For Management
1.4 Elect Director William S. Cohen For For Management
1.5 Elect Director Philippe P. Dauman For For Management
1.6 Elect Director Alan C. Greenberg For For Management
1.7 Elect Director Mel Karmazin For For Management
1.8 Elect Director Jan Leschly For For Management
1.9 Elect Director David T. McLaughlin For For Management
1.10 Elect Director Shari Redstone For Withhold Management
1.11 Elect Director Sumner M. Redstone For Withhold Management
1.12 Elect Director Frederic V. Salerno For For Management
1.13 Elect Director William Schwartz For For Management
1.14 Elect Director Patty Stonesifer For For Management
1.15 Elect Director Robert D. Walter For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Amend Non-Employee Director Stock Option For For Management
Plan
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.
Merrill Lynch Focus Value Fund, Inc.
By: /s/ Terry K. Glenn
Terry K. Glenn,
Merrill Lynch Focus Value Fund, Inc.
Date: August 13, 2004