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:
Robert C. Doll, Jr., Chief Executive Officer, 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: 07/01/04 - 06/30/05
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: 07/01/2004 - 06/30/2005
Merrill Lynch Focus Value Fund, Inc.
===================== MERRILL LYNCH FOCUS VALUE FUND, INC. =====================
3COM CORP.
Ticker: COMS Security ID: 885535104
Meeting Date: SEP 22, 2004 Meeting Type: Annual
Record Date: AUG 2, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Eric A. Benhamou For For Management
1.2 Elect Director Gary T. Dicamillo For For Management
1.3 Elect Director James R. Long For For Management
1.4 Elect Director Raj Reddy For For Management
1.5 Elect Director David C. Wajsgras For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
AGERE SYSTEMS INC
Ticker: AGR Security ID: 00845V209
Meeting Date: FEB 17, 2005 Meeting Type: Annual
Record Date: DEC 20, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard S. Hill For For Management
1.2 Elect Director Arun Netravali For For Management
1.3 Elect Director Harold A. Wagner For For Management
2 Reclassify Common Stock and Class B Stock For For Management
into a Single Class
3 Approve Reverse Stock Split For For Management
4 Approve Reverse Stock Split For For Management
5 Approve Reverse Stock Split For For Management
6 Approve Reverse Stock Split For For Management
7 Amend Articles to Make Administrative For For Management
Changes
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ALCOA INC.
Ticker: AA Security ID: 013817101
Meeting Date: APR 22, 2005 Meeting Type: Annual
Record Date: JAN 24, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Joseph T. Gorman For For Management
1.2 Elect Director Klaus Kleinfeld For For Management
2 Ratify Auditors For For Management
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BANK OF NEW YORK CO., INC., THE
Ticker: BK Security ID: 064057102
Meeting Date: APR 12, 2005 Meeting Type: Annual
Record Date: FEB 22, 2005
# 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 Gerald L. Hassell For For Management
1.4 Elect Director Richard J. Kogan For For Management
1.5 Elect Director Michael J. Kowalski For For Management
1.6 Elect Director John A. Luke Jr. For For Management
1.7 Elect Director John C. Malone For For Management
1.8 Elect Director Paul Myners For For Management
1.9 Elect Director Catherine A.Rein For For Management
1.10 Elect Director Thomas A. Renyi For For Management
1.11 Elect Director William C. Richardson For For Management
1.12 Elect Director Brian L. Roberts For For Management
1.13 Elect Director Samuel C. Scott For For Management
2 Ratify Auditors For For Management
3 Provide for Cumulative Voting Against Against Shareholder
4 Limit Executive Compensation Against Against Shareholder
- --------------------------------------------------------------------------------
BEA SYSTEMS, INC.
Ticker: BEAS Security ID: 073325102
Meeting Date: JUN 23, 2005 Meeting Type: Annual
Record Date: APR 29, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alfred S. Chuang For For Management
1.2 Elect Director Stewart K.P. Gross For For Management
2 Ratify Auditors For For Management
3 Require a Majority Vote for the Election Against For Shareholder
of Directors
4 Declassify the Board of Directors Against For Shareholder
- --------------------------------------------------------------------------------
BORLAND SOFTWARE CORP.
Ticker: BORL Security ID: 099849101
Meeting Date: MAY 13, 2005 Meeting Type: Annual
Record Date: MAR 31, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John F. Olsen For For Management
1.2 Elect Director Gregory W. Slayton For For Management
2 Declassify the Board of Directors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Amend Qualified Employee Stock Purchase For For Management
Plan
5 Ratify Auditors For For Management
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CITIGROUP INC.
Ticker: C Security ID: 172967101
Meeting Date: APR 19, 2005 Meeting Type: Annual
Record Date: FEB 25, 2005
# 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 Klaus Kleinfeld For For Management
1.9 Elect Director Dudley C. Mecum For For Management
1.10 Elect Director Anne Mulcahy For For Management
1.11 Elect Director Richard D. Parsons For For Management
1.12 Elect Director Charles Prince For For Management
1.13 Elect Director Judith Rodin For For Management
1.14 Elect Director Robert E. Rubin For For Management
1.15 Elect Director Franklin A. Thomas For For Management
1.16 Elect Director Sanford I. Weill For For Management
1.17 Elect Director Robert B. Willumstad For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Limit/Prohibit Awards to Executives Against Against Shareholder
5 Report on Political Contributions Against Against Shareholder
6 Prohibit Chairman From Management Duties, Against For Shareholder
Titles or Responsibilities
7 Limit Executive Compensation Against Against Shareholder
8 Require a Majority Vote for the Election Against For Shareholder
of Directors
9 Review/Limit Executive Compensation Against Against Shareholder
10 Adopt Simple Majority Vote Against For Shareholder
- --------------------------------------------------------------------------------
CONAGRA FOODS INC.
Ticker: CAG Security ID: 205887102
Meeting Date: SEP 23, 2004 Meeting Type: Annual
Record Date: JUL 26, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mogens C. Bay For For Management
1.2 Elect Director Stephen G. Butler For For Management
1.3 Elect Director Alice B. Hayes For For Management
1.4 Elect Director W.G. Jurgensen For For Management
1.5 Elect Director Carl E. Reichardt For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Limit Awards to Executives Against Against Shareholder
- --------------------------------------------------------------------------------
DOW JONES & CO., INC.
Ticker: DJ Security ID: 260561105
Meeting Date: APR 20, 2005 Meeting Type: Annual
Record Date: FEB 25, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Irvin O. Hockaday, Jr. For Withhold Management
1.2 Elect Director Vernon Jordan, Jr. For Withhold Management
1.3 Elect Director M. Peter McPherson For Withhold Management
1.4 Elect Director William C. Steere For For Management
1.5 Elect Director Christopher Bancroft For Withhold Management
1.6 Elect Director Lewis B. Campbell For For Management
1.7 Elect Director Michael B. Elefante For For Management
1.8 Elect Director Leslie Hill For For Management
1.9 Elect Director Peter R. Kann For For Management
1.10 Elect Director Elizabeth Steele For For Management
1.11 Elect Director Dieter Von Holtzbrinck For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Amend Certificate to Reduce Automatic For Against Management
Conversion Threshold for Class B Common
Stock
5 Amend Articles/Bylaws/Charter-Non-Routine For For Management
6 Fix Number of Directors For For Management
7 Separate Chairman and CEO Positions Against For Shareholder
- --------------------------------------------------------------------------------
E.I. DU PONT DE NEMOURS & CO.
Ticker: DD Security ID: 263534109
Meeting Date: APR 27, 2005 Meeting Type: Annual
Record Date: MAR 7, 2005
# 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 Lois D. Juliber For For Management
1.8 Elect Director Masahisa Naitoh For For Management
1.9 Elect Director William K. Reilly For For Management
1.10 Elect Director H. Rodney Sharp, III For For Management
1.11 Elect Director Charles M. Vest For For Management
2 Ratify Auditors For For Management
3 Report on Government Service of Employees Against Against Shareholder
4 Implement ILO Code of Conduct Against Against Shareholder
5 Executive Compensation Against For Shareholder
6 Eliminate Animal Testing Against Against Shareholder
7 Report on Genetically Modified Organisms Against Against Shareholder
8 Performance- Based/Indexed Options Against Against Shareholder
9 Report on PFOA Chemical Remediation Against Against Shareholder
- --------------------------------------------------------------------------------
ELECTRONIC DATA SYSTEMS CORP.
Ticker: EDS Security ID: 285661104
Meeting Date: APR 22, 2005 Meeting Type: Annual
Record Date: MAR 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director W. Roy Dunbar For For Management
1.2 Elect Director Michael H. Jordan For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors For For Management
4 Eliminate Supermajority Vote Requirement For For Management
- --------------------------------------------------------------------------------
EXXON MOBIL CORP.
Ticker: XOM Security ID: 30231G102
Meeting Date: MAY 25, 2005 Meeting Type: Annual
Record Date: APR 6, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael J. Boskin For For Management
1.2 Elect Director William W. George For For Management
1.3 Elect Director James R. Houghton For For Management
1.4 Elect Director William R. Howell For For Management
1.5 Elect Director Reatha Clark King For For Management
1.6 Elect Director Philip E. Lippincott 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 Political Contributions/Activities Against Against Shareholder
4 Review/Limit Executive Compensation Against Against Shareholder
5 Nominate Independent Directors with Against Against Shareholder
Industry Experience
6 Report on Payments to Indonesian Military Against Against Shareholder
7 Adopt Policy Prohibiting Discrimination Against For Shareholder
based on Sexual Orientation
8 Report on Potential Damage of Drilling in Against Against Shareholder
Protected Regions
9 Disclose Information Supporting the Against Against Shareholder
Company Position on Climate Change
10 Report on Company Policies for Compliance Against For Shareholder
with the Kyoto Protocol
- --------------------------------------------------------------------------------
FOOT LOCKER INC
Ticker: FL Security ID: 344849104
Meeting Date: MAY 25, 2005 Meeting Type: Annual
Record Date: APR 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Purdy Crawford For For Management
1.2 Elect Director Nicholas DiPaolo For For Management
1.3 Elect Director Philip H. Geier Jr. For For Management
1.4 Elect Director Alan D. Feldman For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
GAP, INC., THE
Ticker: GPS Security ID: 364760108
Meeting Date: MAY 10, 2005 Meeting Type: Annual
Record Date: MAR 14, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Howard P. Behar For For Management
1.2 Elect Director Adrian D. P. Bellamy For For Management
1.3 Elect Director Domenico De Sole For For Management
1.4 Elect Director Donald G. Fisher For For Management
1.5 Elect Director Doris F. Fisher For For Management
1.6 Elect Director Robert J. Fisher For For Management
1.7 Elect Director Penelope L. Hughes For For Management
1.8 Elect Director Bob L. Martin For For Management
1.9 Elect Director Jorge P. Montoya For For Management
1.10 Elect Director Paul S. Pressler For For Management
1.11 Elect Director James M. Schneider For For Management
1.12 Elect Director Mayo A. Shattuck III For For Management
1.13 Elect Director Margaret C. Whitman For For Management
2 Ratify Auditors For For Management
3 Amend Executive Incentive Bonus Plan For For Management
- --------------------------------------------------------------------------------
GENERAL ELECTRIC CO.
Ticker: GE Security ID: 369604103
Meeting Date: APR 27, 2005 Meeting Type: Annual
Record Date: FEB 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James I. Cash, Jr. For For Management
1.2 Elect Director William M. Castell For For Management
1.3 Elect Director Dennis D. Dammerman For For Management
1.4 Elect Director Ann M. Fudge For For Management
1.5 Elect Director Claudio X. Gonzalez For For Management
1.6 Elect Director Jeffrey R. Immelt For For Management
1.7 Elect Director Andrea Jung For For Management
1.8 Elect Director Alan G. Lafley For For Management
1.9 Elect Director Ralph S. Larsen For For Management
1.10 Elect Director Rochelle B. Lazarus For For Management
1.11 Elect Director Sam Nunn For For Management
1.12 Elect Director Roger S. Penske For For Management
1.13 Elect Director Robert J. Swieringa For For Management
1.14 Elect Director Douglas A. Warner III For For Management
1.15 Elect Director Robert C. Wright For For Management
2 Ratify Auditors For For Management
3 Provide for Cumulative Voting Against Against Shareholder
4 Report on Nuclear Fuel Storage Risks Against Against Shareholder
5 Report on PCB Clean-up Costs Against Against Shareholder
6 Adopt Policy on Overboarded Directors Against For Shareholder
7 Prepare a Sustainability Report Against Against Shareholder
8 Political Contributions/Activities Against Against Shareholder
9 Eliminate Animal Testing Against Against Shareholder
- --------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC (FORMERLY GLAXO WELLCOME PLC )
Ticker: GSK Security ID: 37733W105
Meeting Date: MAY 25, 2005 Meeting Type: Annual
Record Date: MAR 11, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 DIRECTORS REPORT AND FINANCIAL For For Management
STATEMENTS
2 REMUNERATION REPORT For For Management
3 TO ELECT SIR CHRISTOPHER GENT AS A For For Management
DIRECTOR
4 TO ELECT SIR DERYCK MAUGHAN AS A DIRECTOR For For Management
5 TO ELECT MR JULIAN HESLOP AS A DIRECTOR For For Management
6 TO RE-ELECT DR JEAN-PIERRE GARNIER AS A For For Management
DIRECTOR
7 TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR For For Management
8 TO RE-ELECT DR RONALDO SCHMITZ AS A For For Management
DIRECTOR
9 TO RE-ELECT DR LUCY SHAPIRO AS A DIRECTOR For For Management
10 Ratify Auditors For For Management
11 REMUNERATION OF AUDITORS For For Management
12 TO AUTHORISE THE COMPANY TO MAKE For For Management
DONATIONS TO EU POLITICAL ORGANISATIONS
AND INCUR EU POLITICAL EXPENDITURE
13 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Management
14 AUTHORITY FOR THE COMPANY TO PURCHASE ITS For For Management
OWN SHARES
15 INSERTION OF NEW ARTICLE 48A INTO For For Management
ARTICLES OF ASSOCIATION
16 DELETION OF ARTICLE 154.2 OF ARTICLES OF For For Management
ASSOCIATION
17 AMENDMENT OF ARTICLE 81 OF ARTICLES OF For For Management
ASSOCIATION
- --------------------------------------------------------------------------------
GLOBAL SANTA FE CORP.(FORMERLY SANTA FE INTERNATIONAL CORP)
Ticker: GSF Security ID: G3930E101
Meeting Date: JUN 7, 2005 Meeting Type: Annual
Record Date: APR 5, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard L. George For For Management
1.2 Elect Director Robert E. Rose For For Management
1.3 Elect Director Stephen J. Solarz For For Management
1.4 Elect Director Nader H. Sultan For For Management
2 PROPOSAL TO AMEND THE COMPANY S 2003 For For Management
LONG-TERM INCENTIVE PLAN TO REDUCE THE
NUMBER OF SHARES AUTHORIZED FOR ISSUANCE
UNDER THE PLAN AND INCREASE THE NUMBER OF
SUCH SHARES AVAILABLE FOR FULL-VALUE
STOCK AWARDS.
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
GOLDMAN SACHS GROUP, INC., THE
Ticker: GS Security ID: 38141G104
Meeting Date: APR 6, 2005 Meeting Type: Annual
Record Date: FEB 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John H. Bryan For For Management
1.2 Elect Director Stephen Friedman For For Management
1.3 Elect Director William W. George For For Management
1.4 Elect Director Henry M. Paulson, Jr. For For Management
2 Declassify the Board of Directors For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
GOODRICH CORPORATION
Ticker: GR Security ID: 382388106
Meeting Date: APR 19, 2005 Meeting Type: Annual
Record Date: FEB 28, 2005
# 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 W. Griffith For For Management
1.5 Elect Director William R. Holland For For Management
1.6 Elect Director Marshall O. Larsen For For Management
1.7 Elect Director Douglas E. Olesen For For Management
1.8 Elect Director Alfred M. Rankin, Jr. For For Management
1.9 Elect Director James R. Wilson For For Management
1.10 Elect Director Thomas Young For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Amend Executive Incentive Bonus Plan For For Management
- --------------------------------------------------------------------------------
HEWLETT-PACKARD CO.
Ticker: HPQ Security ID: 428236103
Meeting Date: MAR 16, 2005 Meeting Type: Annual
Record Date: JAN 18, 2005
# 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 R.A. Hackborn For For Management
1.4 Elect Director G.A. Keyworth For For Management
1.5 Elect Director R.E. Knowling, Jr. For For Management
1.6 Elect Director T.J. Perkins For For Management
1.7 Elect Director R.L. Ryan For For Management
1.8 Elect Director L.S. Salhany For For Management
1.9 Elect Director R.P. Wayman For For Management
2 Ratify Auditors For For Management
3 Amend Employee Stock Purchase Plan For For Management
- --------------------------------------------------------------------------------
HONEYWELL INTERNATIONAL, INC.
Ticker: HON Security ID: 438516106
Meeting Date: APR 25, 2005 Meeting Type: Annual
Record Date: FEB 25, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Marshall N. Carter For For Management
1.2 Elect Director David M. Cote For For Management
1.3 Elect Director Bradley T. Sheares For For Management
1.4 Elect Director John R. Stafford For For Management
1.5 Elect Director Michael W. Wright For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors For For Management
4 Amend the Certificate of Incorporation For For Management
and By-laws
5 Establish Other Board Committee Against For Shareholder
6 Separate Chairman and CEO Positions Against Against Shareholder
7 Report on Pay Disparity Against For Shareholder
8 Performance- Based/Indexed Options Against Against Shareholder
9 Approve Commonsense Executive Against Against Shareholder
Compensation Framework
- --------------------------------------------------------------------------------
INTERNATIONAL PAPER CO.
Ticker: IP Security ID: 460146103
Meeting Date: MAY 10, 2005 Meeting Type: Annual
Record Date: MAR 17, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert M. Amen For For Management
1.2 Elect Director Samir G. Gibara For For Management
1.3 Elect Director Charles R. Shoemate For For Management
1.4 Elect Director William G. Walter For For Management
2 Ratify Auditors For For Management
3 Limit Executive Compensation Against Against Shareholder
- --------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 17, 2005 Meeting Type: Annual
Record Date: MAR 22, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Director Hans W. Becherer For For Management
1.2 Elect Director Director John H. Biggs For For Management
1.3 Elect Director Director Lawrence A. For For Management
Bossidy
1.4 Elect Director Director Stephen B. Burke For For Management
1.5 Elect Director Director James S. Crown For For Management
1.6 Elect Director Director James Dimon For For Management
1.7 Elect Director Director Ellen V. Futter For For Management
1.8 Elect Director Director William H. Gray, For For Management
III
1.9 Elect Director Director William B. For For Management
Harrison, Jr
1.10 Elect Director Director Laban P. For For Management
Jackson, Jr.
1.11 Elect Director Director John W. Kessler For For Management
1.12 Elect Director Director Robert I. Lipp For For Management
1.13 Elect Director Director Richard A. For For Management
Manoogian
1.14 Elect Director Director David C. Novak For For Management
1.15 Elect Director Director Lee R. Raymond For For Management
1.16 Elect Director Director William C. For For Management
Weldon
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For Against Management
4 Establish Term Limits for Directors Against Against Shareholder
5 Separate Chairman and CEO Positions Against Against Shareholder
6 Limit Executive Compensation Against Against Shareholder
7 Adopt Executive Benefit Policy Against For Shareholder
- --------------------------------------------------------------------------------
KIMBERLY-CLARK CORP.
Ticker: KMB Security ID: 494368103
Meeting Date: APR 28, 2005 Meeting Type: Annual
Record Date: FEB 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John F. Bergstrom For For Management
1.2 Elect Director Robert W. Decherd For For Management
1.3 Elect Director G. Craig Sullivan For For Management
2 Ratify Auditors For For Management
3 Adopt ILO Based Code of Conduct Against Against Shareholder
- --------------------------------------------------------------------------------
LIBERTY MEDIA CORP.
Ticker: L Security ID: 530718105
Meeting Date: JUN 8, 2005 Meeting Type: Annual
Record Date: APR 26, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David E. Rapley For For Management
1.2 Elect Director Larry E. Romrell For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
LSI LOGIC CORP.
Ticker: LSI Security ID: 502161102
Meeting Date: MAY 12, 2005 Meeting Type: Annual
Record Date: MAR 18, 2005
# 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 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
MACQUARIE INFRASTRUCTURE COMPANY TRUST
Ticker: MIC Security ID: 55607X108
Meeting Date: MAY 25, 2005 Meeting Type: Annual
Record Date: APR 11, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Norman H. Brown, Jr. For For Management
1.2 Elect Director George W. Carmany, III For For Management
1.3 Elect Director William H. Webb For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
MEADWESTVACO CORP.
Ticker: MWV Security ID: 583334107
Meeting Date: APR 26, 2005 Meeting Type: Annual
Record Date: MAR 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael E. Campbell For For Management
1.2 Elect Director Dr. Thomas W. Cole,Jr. For For Management
1.3 Elect Director Duane E. Collins For For Management
1.4 Elect Director Susan J. Kropf For For Management
1.5 Elect Director J. Lawrence Wilson 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 For Shareholder
of Directors
- --------------------------------------------------------------------------------
MELLON FINANCIAL CORP.
Ticker: MEL Security ID: 58551A108
Meeting Date: APR 19, 2005 Meeting Type: Annual
Record Date: FEB 11, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ruth E. Bruch For For Management
1.2 Elect Director Steven G. Elliott For For Management
1.3 Elect Director Edmund F. Kelly For For Management
1.4 Elect Director Robert Mehrabian For For Management
1.5 Elect Director Wesley W. Von Schack For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
MORGAN STANLEY
Ticker: MWD Security ID: 617446448
Meeting Date: MAR 15, 2005 Meeting Type: Annual
Record Date: JAN 14, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John E. Jacob For For Management
1.2 Elect Director Charles F. Knight For For Management
1.3 Elect Director Miles L. Marsh For For Management
1.4 Elect Director Laura D'Andrea Tyson For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors For For Management
4 Limit Executive Compensation Against Against Shareholder
- --------------------------------------------------------------------------------
MOTOROLA, INC.
Ticker: MOT Security ID: 620076109
Meeting Date: MAY 2, 2005 Meeting Type: Annual
Record Date: MAR 4, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director E. Zander For For Management
1.2 Elect Director H. L. Fuller For For Management
1.3 Elect Director J. Lewant For For Management
1.4 Elect Director W. Massey For For Management
1.5 Elect Director T. Meredith For For Management
1.6 Elect Director N. Negroponte For For Management
1.7 Elect Director I. Nooyi For For Management
1.8 Elect Director S. Scott III For For Management
1.9 Elect Director R. Sommer For For Management
1.10 Elect Director J. Stengel For For Management
1.11 Elect Director D. Warner III For For Management
1.12 Elect Director J. White For For Management
2 Limit Executive Compensation Against Against Shareholder
3 Require a Majority Vote for the Election Against For Shareholder
of Directors
- --------------------------------------------------------------------------------
NORFOLK SOUTHERN CORP.
Ticker: NSC Security ID: 655844108
Meeting Date: MAY 12, 2005 Meeting Type: Annual
Record Date: MAR 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gerald L. Baliles For For Management
1.2 Elect Director Gene R. Carter For For Management
1.3 Elect Director Charles W. Moorman For For Management
1.4 Elect Director J. Paul Reason For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Approve Executive Incentive Bonus Plan For For Management
- --------------------------------------------------------------------------------
PARAMETRIC TECHNOLOGY CORP.
Ticker: PMTC Security ID: 699173100
Meeting Date: MAR 10, 2005 Meeting Type: Annual
Record Date: JAN 17, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert N. Goldman For For Management
1.2 Elect Director C. Richard Harrison For For Management
1.3 Elect Director Joseph M. O'Donnell For For Management
2 Amend Omnibus Stock Plan For For Management
3 Approve Reverse Stock Split For For Management
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
PFIZER INC.
Ticker: PFE Security ID: 717081103
Meeting Date: APR 28, 2005 Meeting Type: Annual
Record Date: MAR 2, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael S. Brown For For Management
1.2 Elect Director M. Anthony Burns For For Management
1.3 Elect Director Robert N. Burt For For Management
1.4 Elect Director W. Don Cornwell For For Management
1.5 Elect Director William H. Gray III For For Management
1.6 Elect Director Constance J. Horner For For Management
1.7 Elect Director William R. Howell For For Management
1.8 Elect Director Stanley O. Ikenberry For For Management
1.9 Elect Director George A. Lorch For For Management
1.10 Elect Director Henry A. McKinnell For For Management
1.11 Elect Director Dana G. Mead For For Management
1.12 Elect Director Ruth J. Simmons For For Management
1.13 Elect Director William C. Steere, Jr. For For Management
1.14 Elect Director Jean-Paul Valles For For Management
2 Ratify Auditors For For Management
3 Establish Term Limits for Directors Against Against Shareholder
4 Report on Pharmaceutical Price Restraint Against Against Shareholder
5 Review and Report on Drug Reimportation Against Against Shareholder
Policy
6 Report on Political Contributions Against Against Shareholder
7 Report on Product Availability in Canada Against For Shareholder
8 Separate Chairman and CEO Positions Against Against Shareholder
- --------------------------------------------------------------------------------
RAYTHEON CO.
Ticker: RTN Security ID: 755111507
Meeting Date: MAY 4, 2005 Meeting Type: Annual
Record Date: MAR 9, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barbara M. Barrett For For Management
1.2 Elect Director Frederic M. Poses For For Management
1.3 Elect Director Linda G. Stuntz For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors For For Management
4 Amend Omnibus Stock Plan For For Management
5 Amend Non-Employee Director Restricted For For Management
Stock Plan
6 Adopt MacBride Principles Against Against Shareholder
7 Require a Majority Vote for the Election Against For Shareholder
of Directors
8 Require Director Nominee Qualifications Against Against Shareholder
- --------------------------------------------------------------------------------
ROWAN COMPANIES, INC.
Ticker: RDC Security ID: 779382100
Meeting Date: APR 22, 2005 Meeting Type: Annual
Record Date: FEB 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director R. G. Croyle For For Management
1.2 Elect Director D. F. McNease For For Management
1.3 Elect Director Lord Moynihan For For Management
2 Approve Omnibus Stock 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
- --------------------------------------------------------------------------------
ST. PAUL TRAVELERS COMPANIES, INC., THE
Ticker: STA Security ID: 792860108
Meeting Date: MAY 3, 2005 Meeting Type: Annual
Record Date: MAR 11, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John H. Dasburg For For Management
1.2 Elect Director Leslie B. Disharoon For For Management
1.3 Elect Director Janet M. Dolan For For Management
1.4 Elect Director Kenneth M. Duberstein For For Management
1.5 Elect Director Jay S. Fishman For For Management
1.6 Elect Director Lawrence G. Graev For For Management
1.7 Elect Director Thomas R. Hodgson For For Management
1.8 Elect Director Robert I. Lipp For For Management
1.9 Elect Director Blythe J. McGarvie For For Management
1.10 Elect Director Glen D. Nelson, M.D. For For Management
1.11 Elect Director Clarence Otis, Jr. For For Management
1.12 Elect Director Charles W. Scharf For For Management
1.13 Elect Director Laurie J. Thomsen For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
TIME WARNER INC
Ticker: TWX Security ID: 887317105
Meeting Date: MAY 20, 2005 Meeting Type: Annual
Record Date: MAR 24, 2005
# 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 Jessica P. Einhorn For For Management
1.7 Elect Director Miles R. Gilburne For For Management
1.8 Elect Director Carla A. Hills For For Management
1.9 Elect Director Reuben Mark For For Management
1.10 Elect Director Michael A. Miles For For Management
1.11 Elect Director Kenneth J. Novack For For Management
1.12 Elect Director Richard D. Parsons For For Management
1.13 Elect Director R. E. Turner For For Management
1.14 Elect Director Francis T. Vincent, Jr For For Management
1.15 Elect Director Deborah C. Wright For For Management
2 Ratify Auditors For For Management
3 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
- --------------------------------------------------------------------------------
TOPPS COMPANY, INC., THE
Ticker: TOPP Security ID: 890786106
Meeting Date: JUN 30, 2005 Meeting Type: Annual
Record Date: MAY 9, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen D. Greenberg For Withhold Management
1.2 Elect Director Ann Kirschner For Withhold Management
1.3 Elect Director Richard Tarlow For Withhold Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
UNILEVER N.V.
Ticker: UN Security ID: 904784709
Meeting Date: MAY 10, 2005 Meeting Type: Annual
Record Date: MAR 18, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 ADOPTION OF THE ANNUAL ACCOUNTS AND For Did Not Management
APPROPRIATION OF THE PROFIT FOR THE 2004 Vote
FINANCIAL YEAR.
2 DISCHARGE OF THE EXECUTIVE DIRECTORS. For Did Not Management
Vote
3 DISCHARGE OF THE NON-EXECUTIVE DIRECTORS. For Did Not Management
Vote
4 CORPORATE GOVERNANCE AND ALTERATIONS TO For Did Not Management
THE ARTICLES OF ASSOCIATION. Vote
5.1 Elect Director Pj Cescau For Did Not Management
Vote
5.2 Elect Director Cj Van Der Graaf For Did Not Management
Vote
5.3 Elect Director Rhp Markham For Did Not Management
Vote
5.4 Elect Director Rd Kugler For Did Not Management
Vote
5.5 Elect Director A Burgmans For Did Not Management
Vote
5.6 Elect Director Lord Brittan For Did Not Management
Vote
5.7 Elect Director Baroness Chalker For Did Not Management
Vote
5.8 Elect Director B Collomb For Did Not Management
Vote
5.9 Elect Director Professor W Dik For Did Not Management
Vote
5.10 Elect Director O Fanjul For Did Not Management
Vote
5.11 Elect Director H Kopper For Did Not Management
Vote
5.12 Elect Director Lord Simon For Did Not Management
Vote
5.13 Elect Director J Van Der Veer For Did Not Management
Vote
6 REMUNERATION OF DIRECTORS. For Did Not Management
Vote
7 NLG 0.10 CUMULATIVE PREFERENCE SHARES; For Did Not Management
REDUCTION OF THE ISSUED CAPITAL BY Vote
CANCELLATION.
8 Ratify Auditors For Did Not Management
Vote
9 DESIGNATION, OF THE BOARD OF DIRECTORS AS For Did Not Management
THE COMPANY BODY AUTHORIZED IN RESPECT OF Vote
THE ISSUE OF SHARES IN THE COMPANY.
10 AUTHORIZATION, OF THE BOARD OF DIRECTORS For Did Not Management
TO PURCHASE SHARES IN THE COMPANY AND Vote
DEPOSITARY RECEIPTS THEREFOR.
- --------------------------------------------------------------------------------
UNISYS CORP.
Ticker: UIS Security ID: 909214108
Meeting Date: APR 21, 2005 Meeting Type: Annual
Record Date: FEB 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director J. P. Bolduc For For Management
1.2 Elect Director James J. Duderstadt For For Management
1.3 Elect Director Matthew J. Espe For For Management
1.4 Elect Director Denise K. Fletcher For For Management
2 Ratify Auditors For For Management
========== END NPX REPORT
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/ Robert C. Doll, Jr.
-----------------------
Robert C. Doll, Jr.
Chief Executive Officer
Merrill Lynch Focus Value Fund, Inc.
Date: August 25, 2005