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: 07/31/2006
Date of reporting period: 07/01/05 - 06/30/06
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: 07/01/2005 - 06/30/2006
Merrill Lynch Focus Value Fund, Inc.
===================== MERRILL LYNCH FOCUS VALUE FUND, INC. =====================
3COM CORP.
Ticker: COMS Security ID: 885535104
Meeting Date: SEP 28, 2005 Meeting Type: Annual
Record Date: AUG 8, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Bruce L. Claflin For For Management
1.2 Elect Director Julie St. John For For Management
1.3 Elect Director Paul G. Yovovich For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
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AGERE SYSTEMS INC
Ticker: AGR Security ID: 00845V308
Meeting Date: FEB 23, 2006 Meeting Type: Annual
Record Date: DEC 27, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas P. Salice For For Management
1.2 Elect Director Rae F. Sedel For For Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Non-Employee Director Omnibus Stock For For Management
Plan
4 Ratify Auditors For For Management
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AMERICAN INTERNATIONAL GROUP, INC.
Ticker: AIG Security ID: 026874107
Meeting Date: AUG 11, 2005 Meeting Type: Annual
Record Date: JUN 24, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director M. Aidinoff For For Management
1.2 Elect Director P. Chia For For Management
1.3 Elect Director M. Cohen For Withhold Management
1.4 Elect Director W. Cohen For For Management
1.5 Elect Director M. Feldstein For For Management
1.6 Elect Director E. Futter For For Management
1.7 Elect Director S. Hammerman For For Management
1.8 Elect Director C. Hills For For Management
1.9 Elect Director R. Holbrooke For For Management
1.10 Elect Director D. Kanak For For Management
1.11 Elect Director G. Miles, Jr For For Management
1.12 Elect Director M. Offit For For Management
1.13 Elect Director M. Sullivan For For Management
1.14 Elect Director E. Tse For For Management
1.15 Elect Director F. Zarb For For Management
2 Ratify Auditors For For Management
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AMERICAN INTERNATIONAL GROUP, INC.
Ticker: AIG Security ID: 026874107
Meeting Date: MAY 17, 2006 Meeting Type: Annual
Record Date: MAR 24, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Pei-yuan Chia For For Management
1.2 Elect Director Marshall A. Cohen For For Management
1.3 Elect Director Martin S. Feldstein For For Management
1.4 Elect Director Ellen V. Futter For For Management
1.5 Elect Director Stephen L. Hammerman For For Management
1.6 Elect Director Richard C. Holbrooke For For Management
1.7 Elect Director Fred H. Langhammer For For Management
1.8 Elect Director George L. Miles, Jr. For For Management
1.9 Elect Director Morris W. Offit For For Management
1.10 Elect Director James F. Orr, III For For Management
1.11 Elect Director Martin J. Sullivan For For Management
1.12 Elect Director Michael H. Sutton For For Management
1.13 Elect Director Edmund S.W. Tse For For Management
1.14 Elect Director Robert B. Willumstad For For Management
1.15 Elect Director Frank G. Zarb For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
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APPLIED MATERIALS, INC.
Ticker: AMAT Security ID: 038222105
Meeting Date: MAR 22, 2006 Meeting Type: Annual
Record Date: JAN 27, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael H. Armacost For For Management
1.2 Elect Director Deborah A. Coleman For For Management
1.3 Elect Director Philip V. Gerdine For For Management
1.4 Elect Director Thomas J. Iannotti For For Management
1.5 Elect Director Charles Y.S. Liu For For Management
1.6 Elect Director James C. Morgan For For Management
1.7 Elect Director Gerhard H. Parker For For Management
1.8 Elect Director Willem P. Roelandts For For Management
1.9 Elect Director Michael R. Splinter For For Management
2 Ratify Auditors For For Management
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BANK OF AMERICA CORP.
Ticker: BAC Security ID: 060505104
Meeting Date: APR 26, 2006 Meeting Type: Annual
Record Date: MAR 3, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William Barnet, III For For Management
1.2 Elect Director Frank P. Bramble, Sr. For For Management
1.3 Elect Director John T. Collins For For Management
1.4 Elect Director Gary L. Countryman For For Management
1.5 Elect Director Tommy R. Franks For For Management
1.6 Elect Director Paul Fulton For For Management
1.7 Elect Director Charles K. Gifford For For Management
1.8 Elect Director W. Steven Jones For For Management
1.9 Elect Director Kenneth D. Lewis For For Management
1.10 Elect Director Monica C. Lozano For For Management
1.11 Elect Director Walter E. Massey For For Management
1.12 Elect Director Thomas J. May For For Management
1.13 Elect Director Patricia E. Mitchell For For Management
1.14 Elect Director Thomas M. Ryan For For Management
1.15 Elect Director O. Temple Sloan, Jr. For For Management
1.16 Elect Director Meredith R. Spangler For For Management
1.17 Elect Director Robert L. Tillman For For Management
1.18 Elect Director Jackie M. Ward For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Publish Political Contributions Against Against Shareholder
5 Require a Majority Vote for the Election Against For Shareholder
of Directors
6 Provide for an Independent Chairman Against Against Shareholder
7 Exclude Reference to Sexual Orientation Against Against Shareholder
from the Company's EEO Statement
- --------------------------------------------------------------------------------
BANK OF NEW YORK CO., INC., THE
Ticker: BK Security ID: 064057102
Meeting Date: APR 11, 2006 Meeting Type: Annual
Record Date: FEB 21, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Frank J. Biondi For For Management
1.2 Elect Director Nicholas M. Donofrio For For Management
1.3 Elect Director Gerald L. Hassel 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, III For For Management
1.14 Elect Director Richard C. Vaughan For For Management
2 Ratify Auditors For For Management
3 Provide for Cumulative Voting Against Against Shareholder
4 Reimbursement of Expenses of Opposition Against Against Shareholder
Candidates
- --------------------------------------------------------------------------------
BORLAND SOFTWARE CORP.
Ticker: BORL Security ID: 099849101
Meeting Date: JUN 5, 2006 Meeting Type: Annual
Record Date: APR 27, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Tod Nielsen For For Management
1.2 Elect Director John F. Olsen For For Management
1.3 Elect Director William K. Hooper For For Management
1.4 Elect Director Charles J. Robel For For Management
1.5 Elect Director Mark Garrett For For Management
2 Ratify Auditors For For Management
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CHEVRON CORPORATION
Ticker: CVX Security ID: 166764100
Meeting Date: APR 26, 2006 Meeting Type: Annual
Record Date: MAR 6, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Samuel H. Armacost For For Management
1.2 Elect Director Linnet F. Deily For For Management
1.3 Elect Director Robert E. Denham For For Management
1.4 Elect Director Robert J. Eaton For For Management
1.5 Elect Director Sam Ginn For For Management
1.6 Elect Director Franklyn G. Jenifer For For Management
1.7 Elect Director Sam Nunn For For Management
1.8 Elect Director David J. O'Reilly For For Management
1.9 Elect Director Donald B. Rice For For Management
1.10 Elect Director Peter J. Robertson For For Management
1.11 Elect Director Charles R. Shoemate For For Management
1.12 Elect Director Ronald D. Sugar For For Management
1.13 Elect Director Carl Ware For For Management
2 Ratify Auditors For For Management
3 Company-Specific-Reimbursement of Against For Shareholder
Stockholder Proposal
4 Report on Environmental Impact of Against Against Shareholder
Drilling in Sensitive Areas
5 Report on Political Contributions Against Against Shareholder
6 Adopt an Animal Welfare Policy Against Against Shareholder
7 Adopt a Human Rights Policy Against Against Shareholder
8 Report on Remediation Expenses in Ecuador Against Against Shareholder
- --------------------------------------------------------------------------------
CITIGROUP INC.
Ticker: C Security ID: 172967101
Meeting Date: APR 18, 2006 Meeting Type: Annual
Record Date: FEB 24, 2006
# 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 Andrew N. Liveris For For Management
1.10 Elect Director Dudley C. Mecum For For Management
1.11 Elect Director Anne M. Mulcahy For For Management
1.12 Elect Director Richard D. Parsons For For Management
1.13 Elect Director Charles Prince For For Management
1.14 Elect Director Dr. Judith Rodin For For Management
1.15 Elect Director Robert E. Rubin For For Management
1.16 Elect Director Franklin A. Thomas For For Management
2 Ratify Auditors For For Management
3 Reduce Supermajority Vote Requirement For For Management
4 Reduce Supermajority Vote Requirement For For Management
5 Reduce Supermajority Vote Requirement For For Management
6 End Issuance of Options and Prohibit Against Against Shareholder
Repricing
7 Report on Political Contributions Against Against Shareholder
8 Report on Charitable Contributions Against Against Shareholder
9 Performance-Based Equity Awards Against Against Shareholder
10 Reimbursement of Expenses Incurred by Against Against Shareholder
Shareholder(s)
11 Separate Chairman and CEO Positions Against Against Shareholder
12 Clawback of Payments Under Restatement Against Against Shareholder
- --------------------------------------------------------------------------------
COCA-COLA ENTERPRISES INC.
Ticker: CCE Security ID: 191219104
Meeting Date: APR 28, 2006 Meeting Type: Annual
Record Date: MAR 1, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Calvin Darden For For Management
1.2 Elect Director J. Alexander M. Douglas For For Management
Jr.
1.3 Elect Director Marvin J. Herb For For Management
1.4 Elect Director Donna A. James For For Management
1.5 Elect Director Lowry F. Kline For For Management
2 Ratify Auditors For For Management
3 Eliminate or Restrict Severance Against Against Shareholder
Agreements (Change-in-Control)
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E.I. DU PONT DE NEMOURS & CO.
Ticker: DD Security ID: 263534109
Meeting Date: APR 26, 2006 Meeting Type: Annual
Record Date: MAR 6, 2006
# 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 Eleuthere I. du Pont 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 Sean O'Keefe For For Management
1.10 Elect Director William K. Reilly For For Management
1.11 Elect Director Charles M. Vest For For Management
2 Ratify Auditors For For Management
3 Review Executive Compensation Against Against Shareholder
4 Report on Genetically Modified Organisms Against Against Shareholder
5 Performance-Based Against Against Shareholder
6 Report on Feasibility of Phasing out PFOA Against Against Shareholder
7 Report on Security of Chemical Facilities Against Against Shareholder
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EXTREME NETWORKS, INC.
Ticker: EXTR Security ID: 30226D106
Meeting Date: DEC 2, 2005 Meeting Type: Annual
Record Date: OCT 27, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gordon L. Stitt For For Management
1.2 Elect Director Kenneth Levy For For Management
2 Approve Omnibus Stock Plan For For Management
3 Amend Qualified Employee Stock Purchase For For Management
Plan
4 Ratify Auditors For For Management
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FOOT LOCKER INC
Ticker: FL Security ID: 344849104
Meeting Date: MAY 24, 2006 Meeting Type: Annual
Record Date: MAR 31, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alan D. Feldman For For Management
1.2 Elect Director Jarobin Gilbert, Jr. For For Management
1.3 Elect Director David Y. Schwartz For For Management
1.4 Elect Director Cheryl Nido Turpin For For Management
1.5 Elect Director Matthew M. McKenna For For Management
2 Ratify Auditors For For Management
3 Amend Executive Incentive Bonus Plan For For Management
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GAP, INC., THE
Ticker: GPS Security ID: 364760108
Meeting Date: MAY 9, 2006 Meeting Type: Annual
Record Date: MAR 13, 2006
# 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
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
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GENWORTH FINANCIAL, INC.
Ticker: GNW Security ID: 37247D106
Meeting Date: MAY 17, 2006 Meeting Type: Annual
Record Date: MAR 24, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Frank J. Borelli For For Management
1.2 Elect Director Michael D. Fraizer For For Management
1.3 Elect Director Nancy J. Karch For For Management
1.4 Elect Director J. Robert Bob Kerrey For For Management
1.5 Elect Director Saiyid T. Naqvi For For Management
1.6 Elect Director James A. Parke For For Management
1.7 Elect Director James S. Riepe For For Management
1.8 Elect Director Thomas B. Wheeler For For Management
2 Ratify Auditors For For Management
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GLAXOSMITHKLINE PLC (FORMERLY GLAXO WELLCOME PLC )
Ticker: GSK Security ID: 37733W105
Meeting Date: MAY 17, 2006 Meeting Type: Annual
Record Date: MAR 10, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE AND ADOPT THE DIRECTORS For For Management
REPORT AND THE FINANCIAL STATEMENTS
2 TO APPROVE THE REMUNERATION REPORT For For Management
3 TO ELECT DR MONCEF SLAOUI AS A DIRECTOR For For Management
4 TO ELECT MR TOM DE SWAAN AS A DIRECTOR For For Management
5 TO RE-ELECT MR LARRY CULP AS A DIRECTOR For For Management
6 TO RE-ELECT SIR CRISPIN DAVIS AS A For For Management
DIRECTOR
7 TO RE-ELECT DR RONALDO SCHMITZ AS A For For Management
DIRECTOR
8 Ratify Auditors For For Management
9 REMUNERATION OF AUDITORS For For Management
10 TO AUTHORISE THE COMPANY TO MAKE For For Management
DONATIONS TO EU POLITICAL ORGANISATIONS
AND INCUR EU POLITICAL EXPENDITURE
11 AUTHORITY TO ALLOT SHARES For For Management
12 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Management
(INDICATES A SPECIAL RESOLUTION)
13 AUTHORITY FOR THE COMPANY TO PURCHASE ITS For For Management
OWN SHARES (INDICATES A SPECIAL
RESOLUTION)
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GLOBAL SANTA FE CORP.(FORMERLY SANTA FE INTERNATIONAL CORP)
Ticker: GSF Security ID: G3930E101
Meeting Date: MAY 23, 2006 Meeting Type: Annual
Record Date: MAR 24, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas W. Cason For For Management
1.2 Elect Director Jon A. Marshall For For Management
1.3 Elect Director Carroll W. Suggs For For Management
2 AMEND THE COMPANY S AMENDED AND RESTATED For For Management
ARTICLES OF ASSOCIATION, AS AMENDED TO
DATE; TO PROVIDE THAT THE ISSUANCE OF
PREFERENCE SHARES IS NOT A VARIATION OF
THE RIGHTS OF THE HOLDERS OF ORDINARY
SHARES AND TO MAKE A RELATED CLARIFYING
CHANGE, AND AMEND
3 AMEND THE EXISTING ARTICLES OF For For Management
ASSOCIATION TO INCREASE THE COMPANY S
FLEXIBILITY IN REPURCHASING ITS SHARES.
4 AMEND THE EXISTING ARTICLES OF For For Management
ASSOCIATION TO DELETE OBSOLETE PROVISIONS
RELATING TO KUWAIT PETROLEUM CORPORATION
AND ITS AFFILIATES.
5 AMEND THE EXISTING MEMORANDUM OF For For Management
ASSOCIATION AND THE EXISTING ARTICLES OF
ASSOCIATION TO CLARIFY, UPDATE AND MAKE
MINOR CHANGES TO CERTAIN PROVISIONS.
6 AMEND AND RESTATE THE EXISTING MEMORANDUM For For Management
OF ASSOCIATION AND THE EXISTING ARTICLES
OF ASSOCIATION TO INCORPORATE ALL
PREVIOUS AMENDMENTS THERETO.
7 Ratify Auditors For For Management
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INTERNATIONAL PAPER CO.
Ticker: IP Security ID: 460146103
Meeting Date: MAY 8, 2006 Meeting Type: Annual
Record Date: MAR 16, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John L. Townsend, III For For Management
1.2 Elect Director John F. Turner For For Management
1.3 Elect Director Alberto Weisser For For Management
1.4 Elect Director John V. Faraci For For Management
1.5 Elect Director Donald F. McHenry For For Management
1.6 Elect Director William G. Walter For For Management
2 Ratify Auditors For For Management
3 Require a Majority Vote for the Election Against For Shareholder
of Directors
4 Sustainable Forestry Report Against Against Shareholder
5 Declassify the Board of Directors Against For Shareholder
- --------------------------------------------------------------------------------
INTERPUBLIC GROUP OF COMPANIES, INC., THE
Ticker: IPG Security ID: 460690100
Meeting Date: MAY 25, 2006 Meeting Type: Annual
Record Date: APR 3, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Frank J. Borelli For For Management
1.2 Elect Director Reginald K. Brack For For Management
1.3 Elect Director Jill M. Considine For For Management
1.4 Elect Director Richard A. Goldstein For For Management
1.5 Elect Director H. Jogn Greeniaus For For Management
1.6 Elect Director Michael I. Roth For For Management
1.7 Elect Director J. Phillip Samper For For Management
1.8 Elect Director David M. Thomas For For Management
2 Approve Omnibus Stock Plan For Against Management
3 Ratify Auditors For For Management
4 Separate Chairman and CEO Positions Against Against Shareholder
5 Claw-back of Payments under Restatements Against Against Shareholder
- --------------------------------------------------------------------------------
INTERPUBLIC GROUP OF COMPANIES, INC., THE
Ticker: IPG Security ID: 460690100
Meeting Date: NOV 14, 2005 Meeting Type: Annual
Record Date: SEP 20, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Frank J. Borelli For For Management
1.2 Elect Director Reginald K. Brack For For Management
1.3 Elect Director Jill M. Considine For For Management
1.4 Elect Director Richard A. Goldstein For For Management
1.5 Elect Director H. John Greeniaus For For Management
1.6 Elect Director Michael I. Roth For For Management
1.7 Elect Director J. Phillip Samper For For Management
1.8 Elect Director David M. Thomas For For Management
2 Approve Qualified Employee Stock Purchase For For Management
Plan
3 Ratify Auditors For For Management
4 Seek Sale of Company/Assets Against Against Shareholder
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JOHNSON & JOHNSON
Ticker: JNJ Security ID: 478160104
Meeting Date: APR 27, 2006 Meeting Type: Annual
Record Date: FEB 28, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mary S. Coleman For For Management
1.2 Elect Director James G. Cullen For For Management
1.3 Elect Director Robert J. Darretta For For Management
1.4 Elect Director Michael M. E. Johns For For Management
1.5 Elect Director Ann D. Jordan For For Management
1.6 Elect Director Arnold G. Langbo For For Management
1.7 Elect Director Susan L. Lindquist For For Management
1.8 Elect Director Leo F. Mullin For For Management
1.9 Elect Director Christine A. Poon For For Management
1.10 Elect Director Charles Prince For For Management
1.11 Elect Director Steven S. Reinemund For For Management
1.12 Elect Director David Satcher For For Management
1.13 Elect Director William C. Weldon For For Management
2 Amend Articles to Remove Antitakeover For For Management
Provision
3 Ratify Auditors For For Management
4 Disclose Charitable Contributions Against Against Shareholder
5 Require a Majority Vote for the Election Against For Shareholder
of Directors
- --------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 16, 2006 Meeting Type: Annual
Record Date: MAR 17, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John H. Biggs For For Management
1.2 Elect Director Stephen B. Burke For For Management
1.3 Elect Director James S. Crown For For Management
1.4 Elect Director James Dimon For For Management
1.5 Elect Director Ellen V. Futter For For Management
1.6 Elect Director William H. Gray, III For For Management
1.7 Elect Director William B. Harrison, Jr. For For Management
1.8 Elect Director Laban P. Jackson, Jr. For For Management
1.9 Elect Director John W. Kessler For For Management
1.10 Elect Director Robert I. Lipp For For Management
1.11 Elect Director Richard A. Manoogian For For Management
1.12 Elect Director David C. Novak For For Management
1.13 Elect Director Lee R. Raymond For For Management
1.14 Elect Director William C. Weldon For For Management
2 Ratify Auditors For For Management
3 Put Repricing of Stock Options to Against Against Shareholder
Shareholder Vote
4 Performance-Based Equity Awards Against Against Shareholder
5 Separate Chairman and CEO Positions Against Against Shareholder
6 Remove Reference to Sexual Orientation Against Against Shareholder
from EEO Statement
7 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
8 Report on Lobbying Activities Against For Shareholder
9 Report on Political Contributions Against Against Shareholder
10 Approve Terms of Existing Poison Pill Against Against Shareholder
11 Provide for Cumulative Voting Against Against Shareholder
12 Claw-back of Payments under Restatements Against Against Shareholder
13 Require Director Nominee Qualifications Against Against Shareholder
- --------------------------------------------------------------------------------
KROGER CO., THE
Ticker: KR Security ID: 501044101
Meeting Date: JUN 22, 2006 Meeting Type: Annual
Record Date: APR 24, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Reuben V. Anderson For For Management
1.2 Elect Director Don W. McGeorge For For Management
1.3 Elect Director W. Rodney McMullen For For Management
1.4 Elect Director Clyde R. Moore For For Management
1.5 Elect Director Steven R. Rogel For For Management
2 Declassify the Board of Directors For For Management
3 Eliminate Cumulative Voting For For Management
4 Reduce Supermajority Vote Requirement For For Management
5 Opt Out of State's Control Share For For Management
Acquisition Law
6 Require Advance Notice for Shareholder For Against Management
Proposals
7 Ratify Auditors For For Management
8 Report on Animal Welfare Standards Against Against Shareholder
9 Prepare a Sustainability Report Against Against Shareholder
- --------------------------------------------------------------------------------
LSI LOGIC CORP.
Ticker: LSI Security ID: 502161102
Meeting Date: MAY 11, 2006 Meeting Type: Annual
Record Date: MAR 17, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Abhijit Y. Talwalkar For For Management
1.2 Elect Director T.Z. Chu For For Management
1.3 Elect Director Malcolm R. Currie For For Management
1.4 Elect Director James H. Keyes 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
2 Amend Qualified Employee Stock Purchase For For Management
Plan
3 Amend Qualified Employee Stock Purchase For For Management
Plan
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
MBNA CORP.
Ticker: KRB Security ID: 55262L100
Meeting Date: NOV 3, 2005 Meeting Type: Special
Record Date: SEP 2, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
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MORGAN STANLEY
Ticker: MS Security ID: 617446448
Meeting Date: APR 4, 2006 Meeting Type: Annual
Record Date: FEB 3, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Roy J. Bostock For For Management
1.2 Elect Director Erskine B. Bowles For For Management
1.3 Elect Director C. Robert Kidder For For Management
1.4 Elect Director John J. Mack For For Management
1.5 Elect Director Donald T. Nicolaisen For For Management
1.6 Elect Director Hutham S. Olayan For For Management
1.7 Elect Director O. Griffith Sexton For For Management
1.8 Elect Director Howard J. Davies For For Management
1.9 Elect Director Charles H. Noski For For Management
1.10 Elect Director Laura D'Andrea Tyson For For Management
1.11 Elect Director Klaus Zumwinkel For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors For For Management
4 Amend Articles/Bylaws/Remove plurality For For Management
voting for directors
5 Amend Articles/Bylaws/Eliminate For For Management
supermajority voting requirements
6 Require a Majority Vote for the Election Against For Shareholder
of Directors
7 Amend Vote Requirements to Amend Against For Shareholder
Articles/Bylaws/Charter
8 Submit Severance Agreement (Change in Against Against Shareholder
Control) to shareholder Vote
- --------------------------------------------------------------------------------
NOKIA CORP.
Ticker: NOK Security ID: 654902204
Meeting Date: MAR 30, 2006 Meeting Type: Annual
Record Date: FEB 6, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE INCOME STATEMENTS AND THE For For Management
BALANCE SHEETS.
2 PROPOSAL TO THE ANNUAL GENERAL MEETING OF For For Management
A DIVIDEND OF EUR 0.37 PER 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 APPROVAL OF THE REMUNERATION TO BE PAID For For Management
TO THE MEMBERS OF THE BOARD OF DIRECTORS.
5 PROPOSAL ON THE NUMBER OF MEMBERS OF THE For For Management
BOARD OF DIRECTORS AS PROPOSED BY THE
CORPORATE GOVERNANCE AND NOMINATION
COMMITTEE.
6.1 Elect Director Paul J. Collins For For Management
6.2 Elect Director Georg Ehrnrooth For For Management
6.3 Elect Director Daniel R. Hesse For For Management
6.4 Elect Director Bengt Holmstrom For For Management
6.5 Elect Director Per Karlsson For For Management
6.6 Elect Director Edouard Michelin For For Management
6.7 Elect Director Jorma Ollila For For Management
6.8 Elect Director Marjorie Scardino For For Management
6.9 Elect Director Keijo Suila For For Management
6.10 Elect Director Vesa Vainio For For Management
7 APPROVAL OF THE REMUNERATION TO BE PAID For For Management
TO THE AUDITOR.
8 APPROVAL OF THE RE-ELECTION OF For For Management
PRICEWATERHOUSECOOPERS OY AS THE AUDITORS
FOR FISCAL YEAR 2006.
9 PROPOSAL OF THE BOARD TO REDUCE THE SHARE For For Management
CAPITAL THROUGH CANCELLATION OF NOKIA
SHARES HELD BY COMPANY.
10 AUTHORIZATION TO THE BOARD TO INCREASE For Against Management
THE SHARE CAPITAL OF THE COMPANY.
11 AUTHORIZATION TO THE BOARD TO REPURCHASE For For Management
NOKIA SHARES.
12 AUTHORIZATION TO THE BOARD TO DISPOSE For For Management
NOKIA SHARES HELD BY THE COMPANY.
13 MARK THE FOR BOX IF YOU WISH TO For Against Management
INSTRUCT NOKIA S LEGAL COUNSELS TO VOTE
IN THEIR DISCRETION ON YOUR BEHALF ONLY
UPON ITEM 13.
- --------------------------------------------------------------------------------
NORTHROP GRUMMAN CORP.
Ticker: NOC Security ID: 666807102
Meeting Date: MAY 17, 2006 Meeting Type: Annual
Record Date: MAR 21, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John T. Chain, Jr. For For Management
1.2 Elect Director Vic Fazio For For Management
1.3 Elect Director Stephen E. Frank For For Management
1.4 Elect Director Charles R. Larson For For Management
1.5 Elect Director Richard B. Myers For For Management
1.6 Elect Director Ronald D. Sugar For For Management
2 Ratify Auditors For For Management
3 Amend Articles/Bylaws/Charter-Non-Routine For For Management
4 Separate Chairman and CEO Positions Against Against Shareholder
- --------------------------------------------------------------------------------
PACKAGING CORPORATION OF AMERICA
Ticker: PKG Security ID: 695156109
Meeting Date: MAY 10, 2006 Meeting Type: Annual
Record Date: MAR 15, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Henry F. Frigon For For Management
1.2 Elect Director Louis A. Holland For For Management
1.3 Elect Director Samuel M. Mencoff For For Management
1.4 Elect Director Roger B. Porter For For Management
1.5 Elect Director Thomas S. Souleles For For Management
1.6 Elect Director Paul T. Stecko For For Management
1.7 Elect Director Rayford K. Williamson For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
PARAMETRIC TECHNOLOGY CORP.
Ticker: PMTC Security ID: 699173100
Meeting Date: MAR 1, 2006 Meeting Type: Annual
Record Date: JAN 6, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Donald K. Grierson For For Management
1.2 Elect Director Oscar B. Marx, III For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
PFIZER INC.
Ticker: PFE Security ID: 717081103
Meeting Date: APR 27, 2006 Meeting Type: Annual
Record Date: MAR 1, 2006
# 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
2 Ratify Auditors For For Management
3 Reduce Supermajority Vote Requirement For For Management
4 Establish Term Limits for Directors Against Against Shareholder
5 Social Proposal Against Against Shareholder
6 Restore or Provide for Cumulative Voting Against Against Shareholder
7 Separate Chairman and CEO Positions Against Against Shareholder
8 Report on Political Contributions Against Against Shareholder
9 Report on Animal Welfare Policy Against Against Shareholder
10 Reort on Animal-based Testing Against Against Shareholder
- --------------------------------------------------------------------------------
PPG INDUSTRIES, INC.
Ticker: PPG Security ID: 693506107
Meeting Date: APR 20, 2006 Meeting Type: Annual
Record Date: FEB 17, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles E. Bunch For For Management
1.2 Elect Director Robert Ripp For For Management
1.3 Elect Director Thomas J.Usher For For Management
1.4 Elect Director David R. Whitwam For For Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
RAYTHEON CO.
Ticker: RTN Security ID: 755111507
Meeting Date: MAY 3, 2006 Meeting Type: Annual
Record Date: MAR 9, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barbara M. Barrett For For Management
1.2 Elect Director Vernon E. Clark For For Management
1.3 Elect Director Ferdinand For For Management
Colloredo-Mansfeld
1.4 Elect Director John M. Deutch For For Management
1.5 Elect Director Frederic M. Poses For For Management
1.6 Elect Director Michael C. Ruettgers For For Management
1.7 Elect Director Ronald L. Skates For For Management
1.8 Elect Director William R. Spivey For For Management
1.9 Elect Director Linda G. Stuntz For For Management
1.10 Elect Director William H. Swanson For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Require a Majority Vote for the Election Against For Shareholder
of Directors
5 Provide for Cumulative Voting Against Against Shareholder
6 Submit Supplemental Executive Retirement Against For Shareholder
Plans to Shareholder vote
7 Separate Chairman and CEO Positions Against Against Shareholder
- --------------------------------------------------------------------------------
ROWAN COMPANIES, INC.
Ticker: RDC Security ID: 779382100
Meeting Date: APR 28, 2006 Meeting Type: Annual
Record Date: MAR 1, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John R. Huff For For Management
1.2 Elect Director Federick R. Lausen For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
SEAGATE TECHNOLOGY
Ticker: STX Security ID: G7945J104
Meeting Date: OCT 27, 2005 Meeting Type: Annual
Record Date: SEP 2, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William W. Bradley For For Management
1.2 Elect Director James G. Coulter For For Management
1.3 Elect Director James A. Davidson For For Management
1.4 Elect Director Glenn H. Hutchins For For Management
1.5 Elect Director Donald E. Kiernan For For Management
1.6 Elect Director Stephen J. Luczo For For Management
1.7 Elect Director David F. Marquardt For For Management
1.8 Elect Director Lydia M. Marshall For For Management
1.9 Elect Director Gregorio Reyes For For Management
1.10 Elect Director John W. Thompson For For Management
1.11 Elect Director William D. Watkins For For Management
2 PROPOSAL TO RATIFY THE APPOINTMENT OF For For Management
ERNST & YOUNG LLP TO SERVE AS INDEPENDENT
REGISTERED ACCOUNTING FIRM OF SEAGATE
TECHNOLOGY FOR THE FISCAL YEAR ENDING
JUNE 30, 2006.
- --------------------------------------------------------------------------------
SPRINT NEXTEL CORP
Ticker: S Security ID: 852061100
Meeting Date: APR 18, 2006 Meeting Type: Annual
Record Date: FEB 28, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Keith J. Bane For For Management
1.2 Elect Director Gordon M. Bethune For For Management
1.3 Elect Director Timothy M. Donahue For For Management
1.4 Elect Director Frank M. Drendel For For Management
1.5 Elect Director Gary D. Forsee For For Management
1.6 Elect Director James H. Hance, Jr. For For Management
1.7 Elect Director V. Janet Hill For For Management
1.8 Elect Director Irvine O. Hockaday, Jr For For Management
1.9 Elect Director William E. Kennard For For Management
1.10 Elect Director Linda Koch Lorimer For For Management
1.11 Elect Director Stephanie M. Shern For For Management
1.12 Elect Director William H. Swanson For For Management
2 Ratify Auditors For For Management
3 Require a Majority Vote for the Election Against For Shareholder
of Directors
4 Restore or Provide for Cumulative Voting Against Against Shareholder
- --------------------------------------------------------------------------------
SPRINT NEXTEL CORP
Ticker: S Security ID: 852061100
Meeting Date: JUL 13, 2005 Meeting Type: Annual
Record Date: MAY 20, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Increase Authorized Common Stock For For Management
2 Amend Articles/Bylaws/Charter-Non-Routine For For Management
3 Change Company Name For For Management
4 Issue Shares in Connection with an For For Management
Acquisition
5 Adjourn Meeting For For Management
6.1 Elect Director Gordon M. Bethune For For Management
6.2 Elect Director Dr. E. Linn Draper, Jr. For For Management
6.3 Elect Director James H. Hance, Jr. For For Management
6.4 Elect Director Deborah A. Henretta For For Management
6.5 Elect Director Irvine O. Hockaday, Jr. For For Management
6.6 Elect Director Linda Koch Lorimer For For Management
6.7 Elect Director Gerald L. Storch For For Management
6.8 Elect Director William H. Swanson For For Management
7 Ratify Auditors For For Management
8 Review Executive Compensation Against For Shareholder
- --------------------------------------------------------------------------------
ST. PAUL TRAVELERS COMPANIES, INC., THE
Ticker: STA Security ID: 792860108
Meeting Date: MAY 3, 2006 Meeting Type: Annual
Record Date: MAR 8, 2006
# 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 Laurie J. Thomsen For For Management
2 Ratify Auditors For For Management
3 Require a Majority Vote for the Election Against For Shareholder
of Directors
4 Report on Political Contributions Against Against Shareholder
- --------------------------------------------------------------------------------
TIME WARNER INC
Ticker: TWX Security ID: 887317105
Meeting Date: MAY 19, 2006 Meeting Type: Annual
Record Date: MAR 24, 2006
# 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 Frank J Caufield For For Management
1.4 Elect Director Robert C. Clark For For Management
1.5 Elect Director Jessica P. Einhorn For For Management
1.6 Elect Director Reuben Mark For For Management
1.7 Elect Director Michael A. Miles For For Management
1.8 Elect Director Kenneth J. Novack For For Management
1.9 Elect Director Richard D. Parsons For For Management
1.10 Elect Director Francis T. Vincent, Jr For For Management
1.11 Elect Director Deborah C. Wright For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Adopt Simple Majority Vote Requirement Against For Shareholder
5 Separate Chairman and CEO Positions Against Against Shareholder
6 Develop a Code Vendor of Conduct Against Against Shareholder
- --------------------------------------------------------------------------------
TYCO INTERNATIONAL LTD.
Ticker: TYC Security ID: 902124106
Meeting Date: MAR 9, 2006 Meeting Type: Annual
Record Date: JAN 9, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 SET THE MAXIMUM NUMBER OF DIRECTORS AT 12 For For Management
2.1 Elect Director Dennis C. Blair For For Management
2.2 Elect Director Edward D. Breen For For Management
2.3 Elect Director Brian Duperreault For For Management
2.4 Elect Director Bruce S. Gordon For For Management
2.5 Elect Director Rajiv L. Gupta For For Management
2.6 Elect Director John A. Krol For For Management
2.7 Elect Director Mackey J. Mcdonald For Withhold Management
2.8 Elect Director H. Carl Mccall For For Management
2.9 Elect Director Brendan R. O'Neill For For Management
2.10 Elect Director Sandra S. Wijnberg For For Management
2.11 Elect Director Jerome B. York For For Management
3 AUTHORIZATION FOR THE BOARD OF DIRECTORS For For Management
TO APPOINT AN ADDITIONAL DIRECTOR TO FILL
THE VACANCY PROPOSED TO BE CREATED ON THE
BOARD
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
UAP HOLDING CORP
Ticker: UAPH Security ID: 903441103
Meeting Date: JUL 18, 2005 Meeting Type: Annual
Record Date: JUN 8, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director L. Kenneth Cordell For For Management
1.2 Elect Director Carl J. Rickertsen For For Management
1.3 Elect Director Thomas R. Miklich For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
UNISYS CORP.
Ticker: UIS Security ID: 909214108
Meeting Date: APR 20, 2006 Meeting Type: Annual
Record Date: FEB 28, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Randall J. Hogan For For Management
1.2 Elect Director Edwin A. Huston For For Management
1.3 Elect Director Leslie F. Kenne For For Management
1.4 Elect Director Joseph W. McGrath For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
WASTE MANAGEMENT, INC.
Ticker: WMI Security ID: 94106L109
Meeting Date: MAY 5, 2006 Meeting Type: Annual
Record Date: MAR 10, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Pastora San Juan Cafferty For For Management
1.2 Elect Director Frank M. Clark, Jr. For For Management
1.3 Elect Director Thomas I. Morgan For For Management
1.4 Elect Director John C. Pope For For Management
1.5 Elect Director W. Robert Reum For For Management
1.6 Elect Director Steven G. Rothmeier For For Management
1.7 Elect Director David P. Steiner For For Management
1.8 Elect Director Thomas H. Weidemeyer For For Management
2 Ratify Auditors For For Management
3 Amend Qualified Employee Stock Purchase For For Management
Plan
4 Require a Majority Vote for the Election Against For Shareholder
of Directors
========== 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 24, 2006