UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-21511
-----------------
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
------------------------------------------------------------------
(Exact name of registrant as specified in charter)
c/o Lazard Asset Management LLC
30 Rockefeller Plaza
New York, New York 10112
------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Nathan A. Paul, Esq.
30 Rockefeller Plaza
New York, New York 10112
------------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (212) 632-6000
Date of fiscal year end: 12/31/05
Date of reporting period: July 1, 2004-June 30, 2005
================================================================================
=================== LAZARD GLOBAL TOTAL RETURN & INCOME FUND ===================
BANK OF AMERICA CORP.
Ticker: BAC Security ID: 060505104
Meeting Date: APR 27, 2005 Meeting Type: Annual
Record Date: MAR 4, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William Barnet, III For For Management
1.2 Elect Director Charles W. Coker For For Management
1.3 Elect Director John T. Collins For For Management
1.4 Elect Director Gary L. Countryman For Withhold Management
1.5 Elect Director Paul Fulton For For Management
1.6 Elect Director Charles K. Gifford For For Management
1.7 Elect Director W. Steven Jones For For Management
1.8 Elect Director Kenneth D. Lewis For For Management
1.9 Elect Director Walter E. Massey For For Management
1.10 Elect Director Thomas J. May For For Management
1.11 Elect Director Patricia E. Mitchell For For Management
1.12 Elect Director Edward L. Romero For For Management
1.13 Elect Director Thomas M. Ryan For For Management
1.14 Elect Director O. Temple Sloan, Jr. For For Management
1.15 Elect Director Meredith R. Spangler For For Management
1.16 Elect Director Robert L. Tillman For For Management
1.17 Elect Director Jackie M. Ward For For Management
2 Ratify Auditors For For Management
3 Report on Political Contributions Against Against Shareholder
4 Director Nominee Amendment Against Against Shareholder
- --------------------------------------------------------------------------------
BARCLAYS PLC
Ticker: MVCI Security ID: 06738E204
Meeting Date: APR 28, 2005 Meeting Type: Annual
Record Date: MAR 22, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE THE DIRECTORS AND AUDITORS For For Management
REPORTS AND THE ACCOUNTS FOR THE YEAR
ENDED 31ST DECEMBER 2004.
2 TO APPROVE THE REPORT ON REMUNERATION FOR For For Management
THE YEAR ENDED 31ST DECEMBER 2004.
3 THAT SIR ANDREW LIKIERMAN BE RE-ELECTED A For For Management
DIRECTOR OF THE COMPANY.
4 THAT LEIGH CLIFFORD BE RE-ELECTED A For For Management
DIRECTOR OF THE COMPANY.
5 THAT MATTHEW BARRETT BE RE-ELECTED A For For Management
DIRECTOR OF THE COMPANY.
6 THAT JOHN VARLEY BE RE-ELECTED A DIRECTOR For For Management
OF THE COMPANY.
7 THAT DAVID ARCULUS BE RE-ELECTED A For For Management
DIRECTOR OF THE COMPANY.
8 THAT SIR NIGEL RUDD BE RE-ELECTED A For For Management
DIRECTOR OF THE COMPANY.
9 Ratify Auditors For For Management
10 TO AUTHORISE THE DIRECTORS TO SET THE For For Management
REMUNERATION OF THE AUDITORS.
11 TO APPROVE THE PERFORMANCE SHARE PLAN For For Management
(PSP).
12 TO GIVE THE DIRECTORS THE AUTHORITY TO For For Management
ESTABLISH SUPPLEMENTS OR APPENDICES TO
THE PSP.
13 TO RENEW THE AUTHORITY GIVEN TO DIRECTORS For For Management
TO ALLOT SECURITIES.
14 TO RENEW THE AUTHORITY GIVEN TO DIRECTORS For For Management
TO ALLOT SECURITIES FOR CASH OTHER THAN
ON A PRO-RATA BASIS AND SELL TREASURY
SHARES
15 TO RENEW THE COMPANY S AUTHORITY TO For For Management
PURCHASE ITS OWN SHARES. *** VOTING
CUT-OFF DATE: NO LATER THAN APRIL 21,
2005
- --------------------------------------------------------------------------------
BP PLC (FORM. BP AMOCO PLC )
Ticker: BP. Security ID: 055622104
Meeting Date: APR 14, 2005 Meeting Type: Annual
Record Date: FEB 18, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dr D C Allen For For Management
1.2 Elect Director Lord Browne For For Management
1.3 Elect Director Mr J H Bryan For For Management
1.4 Elect Director Mr A Burgmans For For Management
1.5 Elect Director Mr I C Conn For For Management
1.6 Elect Director Mr E B Davis, Jr For For Management
1.7 Elect Director Mr D J Flint For For Management
1.8 Elect Director Dr B E Grote For For Management
1.9 Elect Director Dr A B Hayward For For Management
1.10 Elect Director Dr D S Julius For For Management
1.11 Elect Director Sir Tom Mckillop For For Management
1.12 Elect Director Mr J A Manzoni For For Management
1.13 Elect Director Dr W E Massey For For Management
1.14 Elect Director Mr H M P Miles For For Management
1.15 Elect Director Sir Ian Prosser For For Management
1.16 Elect Director Mr M H Wilson For For Management
1.17 Elect Director Mr P D Sutherland For For Management
2 Ratify Auditors For For Management
3 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For For Management
SPECIFIED AMOUNT
4 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO For For Management
ALLOT A LIMITED NUMBER OF SHARES FOR CASH
WITHOUT MAKING AN OFFER TO SHAREHOLDERS
5 SPECIAL RESOLUTION: TO GIVE LIMITED For For Management
AUTHORITY FOR THE PURCHASE OF ITS OWN
SHARES BY THE COMPANY
6 TO APPROVE THE DIRECTORS REMUNERATION For For Management
REPORT
7 TO APPROVE THE RENEWAL OF EXECUTIVE For For Management
DIRECTORS INCENTIVE PLAN
8 TO RECEIVE THE DIRECTORS ANNUAL REPORT For For Management
AND THE ACCOUNTS
- --------------------------------------------------------------------------------
CANON INC.
Ticker: CAJ Security ID: 138006309
Meeting Date: MAR 30, 2005 Meeting Type: Annual
Record Date: MAR 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE PROPOSAL OF PROFIT For For Management
APPROPRIATION FOR THE 104TH BUSINESS
TERM.
2 PARTIAL AMENDMENT OF THE ARTICLES OF For For Management
INCORPORATION. GIST OF THIS ITEM IS SET
FORTH IN THE REFERENCE MATERIALS FOR
EXERCISE OF VOTING RIGHTS HEREAFTER.
3 ELECTION OF TWENTY-FIVE (25) DIRECTORS. For For Management
4 GRANT OF RETIRING ALLOWANCE TO DIRECTORS For For Management
TO BE RETIRED.
- --------------------------------------------------------------------------------
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 Against 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 For Shareholder
10 Adopt Simple Majority Vote Against For Shareholder
- --------------------------------------------------------------------------------
COCA-COLA COMPANY, THE
Ticker: KO Security ID: 191216100
Meeting Date: APR 19, 2005 Meeting Type: Annual
Record Date: FEB 22, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Herbert A. Allen For For Management
1.2 Elect Director Ronald W. Allen For For Management
1.3 Elect Director Cathleen P. Black For For Management
1.4 Elect Director Warren E. Buffett For For Management
1.5 Elect Director Barry Diller For For Management
1.6 Elect Director E. Neville Isdell For For Management
1.7 Elect Director Donald R. Keough For For Management
1.8 Elect Director Maria Elena Lagomasino For For Management
1.9 Elect Director Donald F. McHenry For For Management
1.10 Elect Director Sam Nunn For For Management
1.11 Elect Director J. Pedro Reinhard For For Management
1.12 Elect Director James D. Robinson III For For Management
1.13 Elect Director Peter V. Ueberroth For For Management
1.14 Elect Director James B. Williams For For Management
2 Ratify Auditors For For Management
3 Review Labor Rights in Columbia Against For Shareholder
4 Performance- Based/Indexed Options Against For Shareholder
5 Submit Severance Agreement to Shareholder Against For Shareholder
Vote
- --------------------------------------------------------------------------------
CREDIT SUISSE GROUP (FORMERLY CS HOLDING)
Ticker: CSR Security ID: 225401108
Meeting Date: APR 29, 2005 Meeting Type: Annual
Record Date: MAR 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF ANNUAL REPORT, THE PARENT For For Management
COMPANY S 2004 FINANCIAL STATEMENTS AND
THE 2004 CONSOLIDATED FINANCIAL
STATEMENTS
2 DISCHARGE OF THE ACTS OF THE MEMBERS OF For For Management
THE BOARD OF DIRECTORS AND THE EXECUTIVE
BOARD
3 RESOLUTION ON THE APPROPRIATION OF For For Management
RETAINED EARNINGS
4 APPROVAL OF THE SHARE BUYBACK PROGRAMME For For Management
5 RE-ELECTION TO THE BOARD OF DIRECTORS: For For Management
PETER BRABECK-LETMATHE
6 RE-ELECTION TO THE BOARD OF DIRECTORS: For For Management
THOMAS W. BECHTLER
7 RE-ELECTION TO THE BOARD OF DIRECTORS: For For Management
ROBERT H. BENMOSCHE
8 RE-ELECTION TO THE BOARD OF DIRECTORS: For For Management
ERNST TANNER
9 NEW ELECTION TO THE BOARD OF DIRECTORS: For For Management
JEAN LANIER
10 NEW ELECTION TO THE BOARD OF DIRECTORS: For For Management
ANTON VAN ROSSUM
11 ELECTION OF THE PARENT COMPANY S For For Management
INDEPENDENT AUDITORS AND THE GROUP S
INDEPENDENT AUDITORS
12 ELECTION OF SPECIAL AUDITORS For For Management
13 ADJUSTMENT TO THE AUTHORIZED CAPITAL For For Management
14 IF PROPOSALS REQUIRE A VOTE, I AUTHORIZE For Against Management
THE INDEPENDENT PROXY TO VOTE IN FAVOR OF
THE PROPOSALS OF THE BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
DIAGEO PLC (FORMERLY GUINNESS PLC)
Ticker: Security ID: 25243Q205
Meeting Date: OCT 20, 2004 Meeting Type: Annual
Record Date: SEP 1, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 REPORTS AND ACCOUNTS 2004 For For Management
2 DIRECTORS REMUNERATION REPORT 2004 For For Management
3 DECLARATION OF FINAL DIVIDEND For For Management
4.1 Elect Director Lord Hollick (1,3,4) For For Management
4.2 Elect Director Mr Nc Rose (2) For For Management
4.3 Elect Director Mr Pa Walker (1,3,4) For For Management
4.4 Elect Director Mr Ht Stitzer (1,3,4) For For Management
4.5 Elect Director Mr Jr Symonds (1,3,4) For For Management
5 Ratify Auditors For For Management
6 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Management
7 AMENDMENT TO ARTICLES OF ASSOCIATION For For Management
8 AUTHORITY TO PURCHASE OWN ORDINARY SHARES For For Management
9 AMENDMENTS TO THE DIAGEO LONG TERM For For Management
INCENTIVE PLAN
10 AMENDMENTS TO THE DIAGEO EXECUTIVE SHARE For For Management
OPTION PLAN
11 AMENDMENTS TO THE DISCRETIONARY INCENTIVE For For Management
PLAN
12 AMENDMENTS TO THE DIAGEO 2001 SHARE For For Management
INCENTIVE PLAN
13 AMENDMENTS TO THE DIAGEO UK SHARESAVE For For Management
SCHEME 2000
14 AMENDMENTS TO THE DIAGEO 1999 IRISH For For Management
SHARESAVE SCHEME
15 AMENDMENT TO THE DIAGEO LONG TERM For For Management
INCENTIVE PLAN AWARDS
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
FIRST DATA CORP.
Ticker: FDC Security ID: 319963104
Meeting Date: MAY 11, 2005 Meeting Type: Annual
Record Date: MAR 14, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alison Davis For For Management
1.2 Elect Director James D. Robinson III For For Management
1.3 Elect Director Bernard L. Schwartz For For Management
1.4 Elect Director Arthur F. Weinbach For For Management
2 Amend Qualified Employee Stock Purchase For For Management
Plan
3 Amend Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management
5 Report on Outsourcing Against Against Shareholder
6 Amend Director/Officer Against Against Shareholder
Liability/Indemnifications Provisions
- --------------------------------------------------------------------------------
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 Withhold 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 Against 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 Against 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
- --------------------------------------------------------------------------------
GOLDEN WEST FINANCIAL CORP.
Ticker: GDW Security ID: 381317106
Meeting Date: APR 26, 2005 Meeting Type: Annual
Record Date: MAR 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Louis J. Galen For For Management
1.2 Elect Director Antonia Hernandez For For Management
1.3 Elect Director Bernard A. Osher For For Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
HOME DEPOT, INC. (THE)
Ticker: HD Security ID: 437076102
Meeting Date: MAY 26, 2005 Meeting Type: Annual
Record Date: MAR 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gregory D. Brenneman For For Management
1.2 Elect Director Richard H. Brown For For Management
1.3 Elect Director John L. Clendenin For For Management
1.4 Elect Director Berry R. Cox For For Management
1.5 Elect Director Claudio X. Gonzalez For Withhold Management
1.6 Elect Director Milledge A. Hart, III For For Management
1.7 Elect Director Bonnie G. Hill For For Management
1.8 Elect Director Laban P. Jackson, Jr. For For Management
1.9 Elect Director Lawrence R. Johnston For For Management
1.10 Elect Director Kenneth G. Langone For For Management
1.11 Elect Director Robert L. Nardelli For For Management
1.12 Elect Director Thomas J. Ridge For For Management
2 Ratify Auditors For For Management
3 Amend Nomination Procedures for the Board For Against Management
4 Approve Omnibus Stock Plan For For Management
5 Prepare Diversity Report Against Against Shareholder
6 Require a Majority Vote for the Election Against For Shareholder
of Directors
7 Limit Executive Compensation Against Against Shareholder
8 Submit Severance Agreement Against For Shareholder
(Change-in-Control) to Shareholder Vote
9 Performance- Based/Indexed Options Against For Shareholder
10 Performance- Based/Indexed Options Against For Shareholder
11 Affirm Political Nonpartisanship Against For Shareholder
- --------------------------------------------------------------------------------
HSBC HOLDINGS PLC
Ticker: Security ID: 404280406
Meeting Date: MAY 27, 2005 Meeting Type: Annual
Record Date: MAR 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE THE REPORT AND ACCOUNTS FOR For For Management
2004
2.1 Elect Directors Sir John Bond For For Management
2.2 Elect Directors R K F Ch'Ien For For Management
2.3 Elect Directors J D Coombe For For Management
2.4 Elect Directors Baroness Dunn For For Management
2.5 Elect Directors D J Flint For For Management
2.6 Elect Directors J W J Hughes-Hallett For For Management
2.7 Elect Directors Sir Brian Moffat For For Management
2.8 Elect Directors S W Newton For For Management
2.9 Elect Directors H Sohmen For For Management
3 Ratify Auditors For For Management
4 TO APPROVE THE DIRECTORS REMUNERATION For For Management
REPORT FOR 2004
5 TO AUTHORISE THE DIRECTORS TO ALLOT For For Management
SHARES
6 TO DISPLAY PRE-EMPTION RIGHTS (SPECIAL For For Management
RESOLUTION)
7 TO AUTHORISE THE COMPANY TO PURCHASE ITS For For Management
OWN ORDINARY SHARES
8 TO AMEND THE HSBC HOLDINGS For For Management
SAVINGS-RELATED SHARE OPTION PLAN.
9 TO AMEND THE HSBC HOLDINGS For For Management
SAVINGS-RELATED SHARE OPTION PLAN:
INTERNATIONAL
10 TO APPROVE THE HSBC US EMPLOYEE STOCK For For Management
PLAN
11 TO APPROVE THE HSBC SHARE PLAN For For Management
12 TO ALTER THE ARTICLES OF ASSOCIATION For For Management
(SPECIAL RESOLUTION)
- --------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP.
Ticker: IBM Security ID: 459200101
Meeting Date: APR 26, 2005 Meeting Type: Annual
Record Date: FEB 25, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Cathleen Black For For Management
1.2 Elect Director Kenneth I. Chenault For For Management
1.3 Elect Director Juergen Dormann For For Management
1.4 Elect Director Michael L. Eskew For Withhold Management
1.5 Elect Director Carlos Ghosn For For Management
1.6 Elect Director Charles F. Knight For For Management
1.7 Elect Director Minoru Makihara For For Management
1.8 Elect Director Lucio A. Noto For For Management
1.9 Elect Director Samuel J. Palmisano For For Management
1.10 Elect Director Joan E. Spero For For Management
1.11 Elect Director Sidney Taurel For For Management
1.12 Elect Director Charles M. Vest For For Management
1.13 Elect Director Lorenzo H. Zambrano For For Management
2 Ratify Auditors For For Management
3 Restore or Provide for Cumulative Voting Against For Shareholder
4 Eliminate Age Discrimination in Against Against Shareholder
Retirement Benefits
5 Calculate Executive Salary Without Regard Against For Shareholder
to Pension Income
6 Expense Stock Options Against For Shareholder
7 Report on Executive Compensation Against Against Shareholder
8 Report on Outsourcing Against Against Shareholder
- --------------------------------------------------------------------------------
JOHNSON & JOHNSON
Ticker: JNJ Security ID: 478160104
Meeting Date: APR 28, 2005 Meeting Type: Annual
Record Date: MAR 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mary Sue 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 Dibble 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 Steven S. Reinemund For For Management
1.11 Elect Director David Satcher For For Management
1.12 Elect Director William C. Weldon For For Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
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 For Shareholder
6 Limit Executive Compensation Against Against Shareholder
7 Adopt Executive Benefit Policy Against For Shareholder
- --------------------------------------------------------------------------------
KAO CORP.
Ticker: Security ID: 485537302
Meeting Date: JUN 29, 2005 Meeting Type: Annual
Record Date: MAR 30, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 PROPOSAL FOR APPROPRIATION OF RETAINED For For Management
EARNINGS.
2 PURCHASE OF THE COMPANY S SHARES. For For Management
3 PARTIAL AMENDMENTS TO THE ARTICLES OF For For Management
INCORPORATION.
4 ELECTION OF ONE (1) CORPORATE AUDITOR. For For Management
5 ISSUANCE OF STOCK ACQUISITION RIGHTS AS For For Management
STOCK OPTIONS.
- --------------------------------------------------------------------------------
MICROSOFT CORP.
Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 9, 2004 Meeting Type: Annual
Record Date: SEP 10, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William H. Gates III For For Management
1.2 Elect Director Steven A. Ballmer For For Management
1.3 Elect Director James I. Cash Jr., Ph.D. For For Management
1.4 Elect Director Raymond V. Gilmartin For For Management
1.5 Elect Director Ann McLaughlin Korologos For For Management
1.6 Elect Director David F. Marquardt For For Management
1.7 Elect Director Charles H. Noski For For Management
1.8 Elect Director Dr. Helmut Panke For For Management
1.9 Elect Director Jon A. Shirley For For Management
2 Amend Bundled Compensation Plans For For Management
3 Amend Bundled Compensation Plans For For Management
4 Amend Stock Option Plan For For Management
5 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
NESTLE SA
Ticker: NESAY Security ID: 641069406
Meeting Date: APR 14, 2005 Meeting Type: Annual
Record Date: MAR 2, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE 2004 ANNUAL REPORT AND For For Management
ACCOUNTS OF NESTLE S.A.
2 APPROVAL OF 2004 CONSOLIDATED ACCOUNTS OF For For Management
THE NESTLE GROUP.
3 APPROVAL OF THE RELEASE OF THE BOARD OF For For Management
DIRECTORS AND OF THE MANAGEMENT.
4 APPROVAL OF THE DECISION ON THE For For Management
APPROPRIATION OF PROFITS RESULTING FROM
THE BALANCE SHEET OF NESTLE S.A.
5 PROPOSED AMENDMENTS TO THE ARTICLES OF Against For Shareholder
ASSOCIATION SUBMITTED BY CERTAIN
SHAREHOLDERS, RELATING TO THE
ORGANIZATION OF THE BOARD OF DIRECTORS
(AMENDMENT TO ARTICLE 24 PARA. 1).
6 PROPOSED AMENDMENTS TO THE ARTICLES OF Against For Shareholder
ASSOCIATION SUBMITTED BY CERTAIN
SHAREHOLDERS, RELATING TO THE TERM OF
OFFICE AND ELECTION OF THE BOARD OF
DIRECTORS (AMENDMENT TO ARTICLE 23 PARA.S
1 AND 2).
7 PROPOSED AMENDMENTS TO THE ARTICLES OF Against Against Shareholder
ASSOCIATION SUBMITTED BY CERTAIN
SHAREHOLDERS (AMENDMENT TO ARTICLE 20).
8 APPROVAL OF THE ELECTION TO THE BOARD OF For For Management
DIRECTORS, AS SET FORTH IN THE COMPANY S
INVITATION TO THE GENERAL MEETING.
9 APPROVAL OF THE ELECTION OF THE AUDITORS, For For Management
AS SET FORTH IN THE COMPANY S INVITATION
TO THE GENERAL MEETING.
10 MARK THE FOR BOX AT RIGHT IF YOU WISH For For Management
TO GIVE A PROXY TO THE INDEPENDENT
REPRESENTATIVE, MR. JEAN-LUDOVIC HARTMANN
(AS FURTHER DISCUSSED IN THE COMPANY S
INVITATION).
- --------------------------------------------------------------------------------
NOKIA CORP.
Ticker: NKCAF Security ID: 654902204
Meeting Date: APR 7, 2005 Meeting Type: Annual
Record Date: FEB 2, 2005
# Proposal Mgt Rec Vote Cast Sponsor
2 APPROVAL OF THE INCOME STATEMENTS AND THE For For Management
BALANCE SHEET.
3 APPROVAL OF A PROPOSAL TO THE ANNUAL For For Management
GENERAL MEETING OF A DIVIDEND OF EUR 0.33
PER SHARE.
4 DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF For For Management
THE BOARD OF DIRECTORS, AND THE
PRESIDENT, FROM LIABILITY.
6 PROPOSAL ON THE COMPOSITION OF THE BOARD For For Management
AS PROPOSED BY THE CORPORATE GOVERNANCE
AND NOMINATION COMMITTEE.
7.1 Elect Directors Paul J. Collins For For Management
7.2 Elect Directors Georg Ehrnrooth For For Management
7.3 Elect Directors Bengt Holmstrom For For Management
7.4 Elect Directors Per Karlsson For For Management
7.5 Elect Directors Jorma Ollila For For Management
7.6 Elect Directors Marjorie Scardino For For Management
7.7 Elect Directors Vesa Vainio For For Management
7.8 Elect Directors Arne Wessberg For For Management
7.9 Elect Directors Dan Hesse For For Management
7.10 Elect Directors Edouard Michelin For For Management
8 APPROVAL OF THE REMUNERATION TO BE PAID For For Management
TO THE AUDITOR.
9 APPROVAL OF THE RE-ELECTION OF For For Management
PRICEWATERHOUSECOOPERS OY AS THE AUDITORS
FOR FISCAL YEAR 2005.
10 APPROVAL OF THE PROPOSAL TO GRANT STOCK For For Management
OPTIONS TO SELECTED PERSONNEL OF THE
COMPANY.
11 APPROVAL OF THE PROPOSAL OF THE BOARD TO For For Management
REDUCE THE SHARE CAPITAL THROUGH
CANCELLATION OF NOKIA SHARES HELD BY
COMPANY.
12 AUTHORIZATION TO THE BOARD TO INCREASE For For Management
THE SHARE CAPITAL OF THE COMPANY.
13 AUTHORIZATION TO THE BOARD TO REPURCHASE For For Management
NOKIA SHARES.
14 AUTHORIZATION TO THE BOARD TO DISPOSE For For Management
NOKIA SHARES HELD BY THE COMPANY.
15 MARK THE FOR BOX IF YOU WISH TO INSTRUCT For Against Management
NOKIA S LEGAL COUNSELS TO VOTE IN THEIR
DISCRETION ON YOUR BEHALF ONLY UPON ITEM
15.
- --------------------------------------------------------------------------------
NOMURA HOLDINGS INC.
Ticker: NOMUF Security ID: 65535H208
Meeting Date: JUN 28, 2005 Meeting Type: Annual
Record Date: MAR 30, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 AMENDMENTS TO THE ARTICLES OF For For Management
INCORPORATION
2 ISSUANCE OF STOCK ACQUISITION RIGHTS A For For Management
STOCK OPTIONS
3 ELECTION OF DIRECTOR: JUNICHI UJIIE For For Management
4 ELECTION OF DIRECTOR: NOBUYUKI KOGA For For Management
5 ELECTION OF DIRECTOR: HIROSHI TODA For For Management
6 ELECTION OF DIRECTOR: KAZUTOSHI INANO For For Management
7 ELECTION OF DIRECTOR: NOBUYUKI SHIGEMUNE For For Management
8 ELECTION OF DIRECTOR: MASAHARU SHIBATA For For Management
9 ELECTION OF DIRECTOR: HIDEAKI KUBORI For For Management
10 ELECTION OF DIRECTOR: HARUO TSUJI For For Management
11 ELECTION OF DIRECTOR: FUMIHIDE NOMURA For For Management
12 ELECTION OF DIRECTOR: KOJI TAJIKA For For Management
13 ELECTION OF DIRECTOR: YUKIO SUZUKI For For Management
- --------------------------------------------------------------------------------
NOVARTIS AG
Ticker: NVS Security ID: 66987V109
Meeting Date: MAR 1, 2005 Meeting Type: Annual
Record Date: JAN 27, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE ANNUAL REPORT, THE For Did Not Management
FINANCIAL STATEMENTS OF NOVARTIS AG AND Vote
THE GROUP CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR 2004.
2 APPROVAL OF THE ACTIVITIES OF THE BOARD For Did Not Management
OF DIRECTORS. Vote
3 APPROPRIATION OF AVAILABLE EARNINGS OF For Did Not Management
NOVARTIS AG AS PER BALANCE SHEET AND Vote
DECLARATION OF DIVIDEND.
4 REDUCTION OF SHARE CAPITAL. For Did Not Management
Vote
5 FURTHER SHARE REPURCHASE PROGRAM. For Did Not Management
Vote
6 RE-ELECTION OF DR. H.C. BIRGIT BREUEL FOR For Did Not Management
A TWO-YEAR TERM. Vote
7 RE-ELECTION OF PROF. DR. PETER BURCKHARDT For Did Not Management
FOR A THREE-YEAR TERM. Vote
8 RE-ELECTION OF ALEXANDRE F. JETZER FOR A For Did Not Management
THREE-YEAR TERM. Vote
9 RE-ELECTION OF PIERRE LANDOLT FOR A THREE For Did Not Management
YEAR TERM. Vote
10 RE-ELECTION OF PROF. DR. ULRICH LEHNER For Did Not Management
FOR A THREE YEAR TERM. Vote
11 Ratify Auditors For Did Not Management
Vote
- --------------------------------------------------------------------------------
ORACLE CORP.
Ticker: ORCL Security ID: 68389X105
Meeting Date: OCT 29, 2004 Meeting Type: Annual
Record Date: SEP 2, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey O. Henley For For Management
1.2 Elect Director Lawrence J. Ellison For For Management
1.3 Elect Director Donald L. Lucas For For Management
1.4 Elect Director Michael J. Boskin For For Management
1.5 Elect Director Jack F. Kemp For For Management
1.6 Elect Director Jeffrey S. Berg For For Management
1.7 Elect Director Safra Catz For For Management
1.8 Elect Director Hector Garcia-Molina For For Management
1.9 Elect Director Joseph A. Grundfest For For Management
1.10 Elect Director H. Raymond Bingham For For Management
1.11 Elect Director Charles E. Phillips, Jr. For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
4 Amend Omnibus Stock Plan For For Management
5 Implement China Principles Against For Shareholder
- --------------------------------------------------------------------------------
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 For Shareholder
7 Report on Product Availability in Canada Against For Shareholder
8 Separate Chairman and CEO Positions Against For Shareholder
- --------------------------------------------------------------------------------
PROCTER & GAMBLE COMPANY, THE
Ticker: PG Security ID: 742718109
Meeting Date: OCT 12, 2004 Meeting Type: Annual
Record Date: JUL 30, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director R. Kerry Clark For For Management
1.2 Elect Director Joseph T. Gorman For For Management
1.3 Elect Director Lynn M. Martin For For Management
1.4 Elect Director Ralph Snyderman, M.D. For For Management
1.5 Elect Director Robert D. Storey For For Management
2 Ratify Auditors For For Management
3 Increase Authorized Common Stock For For Management
4 Declassify the Board of Directors Against For Management
5 Implement/ Report on Animal Welfare Against Against Shareholder
Standards
- --------------------------------------------------------------------------------
SCHERING AG
Ticker: CLTX Security ID: 806585204
Meeting Date: APR 14, 2005 Meeting Type: Annual
Record Date: MAR 14, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 RESOLUTION ON THE APPROPRIATION OF THE For Did Not Management
UNAPPROPRIATED PROFIT. Vote
2 RESOLUTION ON THE APPROVAL OF THE For Did Not Management
ACTIVITIES OF THE EXECUTIVE BOARD. Vote
3 RESOLUTION ON THE APPROVAL OF THE For Did Not Management
ACTIVITIES OF THE SUPERVISORY BOARD. Vote
4 RESOLUTION ON THE ELECTION OF THE For Did Not Management
AUDITORS FOR FISCAL YEAR 2005. Vote
5 RESOLUTION ON THE REMUNERATION OF THE For Did Not Management
SUPERVISORY BOARD, AMENDMENT TO THE Vote
ARTICLES OF ASSOCIATION.
6 RESOLUTION ON CHANGES TO THE ARTICLES OF For Did Not Management
ASSOCIATION WITH REGARD TO THE CONDITIONS Vote
FOR PARTICIPATING IN THE GENERAL MEETING.
7 RESOLUTION ON THE AUTHORIZATION TO For Did Not Management
ACQUIRE AND UTILIZE OWN SHARES. Vote
8 RESOLUTION ON THE APPROVAL OF A CONTROL For Did Not Management
AND PROFIT AND LOSS TRANSFER AGREEMENT Vote
BETWEEN SCHERING AG AND SCHERADMIN 01
GMBH.
9 RESOLUTION ON THE APPROVAL OF THE For Did Not Management
TRANSFORMATION OF THE PROFIT AND LOSS Vote
TRANSFER AGREEMENTS BETWEEN SCHERING AG
AND VARIOUS SUBSIDIARIES INTO CONTROL AND
PROFIT AND LOSS TRANSFER AGREEMENTS.
- --------------------------------------------------------------------------------
SIEMENS AG
Ticker: SMAG40 Security ID: 826197501
Meeting Date: JAN 27, 2005 Meeting Type: Annual
Record Date: DEC 10, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 TO CONSIDER AND VOTE UPON APPROPRIATION For For Management
OF THE NET INCOME OF SIEMENS AG TO A
DIVIDEND PAYOUT.
2 TO RATIFY THE ACTS OF THE MANAGING BOARD. For For Management
3 TO RATIFY THE ACTS OF THE SUPERVISORY For For Management
BOARD.
4 Ratify Auditors For For Management
5 TO CONSIDER AND VOTE UPON AN ELECTION TO For For Management
THE SUPERVISORY BOARD.
6 TO CONSIDER AND VOTE UPON A RESOLUTION For For Management
AUTHORIZING THE ACQUISITION AND USE OF
SIEMENS SHARES AND THE EXCLUSION OF
SHAREHOLDERS PREEMPTIVE AND TENDER
RIGHTS.
7 TO CONSIDER AND VOTE UPON ADJUSTMENTS TO For For Management
SUPERVISORY BOARD REMUNERATION AND
RELATED AMENDMENTS TO THE ARTICLES OF
ASSOCIATION.
8 TO CONSIDER AND VOTE UPON AN AMENDMENT TO For For Management
THE ARTICLES OF ASSOCIATION TO ADJUST TO
NEW LEGISLATION.
- --------------------------------------------------------------------------------
TOTAL SA (FORMERLY TOTAL FINA ELF S.A )
Ticker: TOT Security ID: 89151E109
Meeting Date: MAY 17, 2005 Meeting Type: Annual
Record Date: APR 8, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE PARENT COMPANY FINANCIAL For Did Not Management
STATEMENTS Vote
2 APPROVAL OF THE CONSOLIDATED FINANCIAL For Did Not Management
STATEMENTS Vote
3 ALLOCATION OF EARNINGS, DECLARATION OF For Did Not Management
DIVIDEND Vote
4 AGREEMENTS COVERED BY ARTICLE L. 225-38 For Did Not Management
OF THE FRENCH COMMERCIAL CODE Vote
5 AUTHORIZATION FOR THE BOARD OF DIRECTORS For Did Not Management
TO TRADE SHARES OF THE COMPANY Vote
6 RENEWAL OF THE APPOINTMENT OF MR. PAUL For Did Not Management
DESMARAIS JR. AS A DIRECTOR Vote
7 RENEWAL OF THE APPOINTMENT OF MR. For Did Not Management
BERTRAND JACQUILLAT AS A DIRECTOR Vote
8 RENEWAL OF THE APPOINTMENT OF MR. MAURICE For Did Not Management
LIPPENS AS A DIRECTOR Vote
9 APPOINTMENT OF LORD LEVENE OF PORTSOKEN, For Did Not Management
KBE, AS A DIRECTOR Vote
10 AUTHORITY TO BOARD TO RAISE CAPITAL BY For Did Not Management
ISSUING EQUITY OR EQUITY- LINKED Vote
SECURITIES WITH PREFERENTIAL SUBSCRIPTION
RIGHTS
11 AUTHORITY TO BOARD TO RAISE CAPITAL BY For Did Not Management
ISSUING EQUITY OR EQUITY- LINKED Vote
SECURITIES WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHTS
12 AUTHORITY TO THE BOARD FOR THE PURPOSE OF For Did Not Management
CAPITAL INCREASES PURSUANT TO ARTICLE L. Vote
443-5 OF THE FRENCH LABOR CODE
13 AUTHORIZATION TO GRANT SHARES OF THE Against Did Not Management
COMPANY TO EMPLOYEES AND EXECUTIVE Vote
OFFICERS OF THE COMPANY AND GROUP
COMPANIES
14 AMENDED AUTHORIZATION TO GRANT SHARES TO Against Did Not Shareholder
EMPLOYEES AND EXECUTIVE OFFICERS OF THE Vote
COMPANY AND GROUP COMPANIES
- --------------------------------------------------------------------------------
UBS AG
Ticker: Security ID: H8920M855
Meeting Date: APR 21, 2005 Meeting Type: Annual
Record Date: MAR 9, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 ANNUAL REPORT, GROUP AND PARENT COMPANY For For Management
ACCOUNTS FOR 2004. REPORTS OF THE GROUP
AND STATUTORY AUDITORS
2 APPROPRIATION OF RETAINED EARNINGS. For For Management
DIVIDEND FOR FINANCIAL YEAR 2004
3 DISCHARGE OF THE MEMBERS OF THE BOARD OF For For Management
DIRECTORS AND THE GROUP EXECUTIVE BOARD
4 RE-ELECTION OF BOARD MEMBER: MARCEL OSPEL For For Management
5 RE-ELECTION OF BOARD MEMBER: LAWRENCE A. For For Management
WEINBACH
6 ELECTION OF NEW BOARD MEMBER: MARCO SUTER For For Management
7 ELECTION OF NEW BOARD MEMBER: PETER R. For For Management
VOSER
8 RE-ELECTION OF GROUP AND STATUTORY For For Management
AUDITORS: ERNST & YOUNG LTD., BASEL
9 CANCELLATION OF SHARES REPURCHASED UNDER For For Management
THE 2004/2005 SHARE BUYBACK PROGRAM AND
RESPECTIVE AMENDMENT OF ARTICLE 4 OF THE
ARTICLES OF ASSOCIATION
10 APPROVAL OF A NEW 2005/2006 SHARE BUYBACK For For Management
PROGRAM
11 IN CASE OF AD-HOC SHAREHOLDERS MOTIONS For Against Management
DURING THE ANNUAL GENERAL MEETING, I/WE
AUTHORIZE MY/OUR PROXY TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
UNILEVER PLC
Ticker: UL Security ID: 904767704
Meeting Date: MAY 11, 2005 Meeting Type: Annual
Record Date: MAR 16, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE THE REPORT AND ACCOUNTS FOR For For Management
THE YEAR ENDED DECEMBER 31, 2004.
2 TO APPROVE THE DIRECTORS REMUNERATION For Abstain Management
REPORT FOR THE YEAR ENDED DECEMBER 31,
2004.
3 TO DECLARE A DIVIDEND OF 12.82 PENCE ON For For Management
THE ORDINARY SHARES.
4.1 Elect Director Pj Cescau For For Management
4.2 Elect Director Cj Van Der Graaf For For Management
4.3 Elect Director Rhp Markham For For Management
4.4 Elect Director Rd Kugler For For Management
4.5 Elect Director A Burgmans For For Management
4.6 Elect Director Lord Brittan For For Management
4.7 Elect Director Baroness Chalker For For Management
4.8 Elect Director B Collomb For For Management
4.9 Elect Director W Dik For For Management
4.10 Elect Director O Fanjul For For Management
4.11 Elect Director H Kopper For For Management
4.12 Elect Director Lord Simon For For Management
4.13 Elect Director J Van Der Veer For For Management
5 Ratify Auditors For For Management
6 TO AUTHORIZE THE DIRECTORS TO FIX THE For For Management
AUDITORS REMUNERATION.
7 TO RENEW THE AUTHORITY TO DIRECTORS TO For For Management
ISSUE SHARES.
8 TO RENEW THE AUTHORITY TO DIRECTORS TO For For Management
DISAPPLY PRE-EMPTION RIGHTS.
9 TO RENEW THE AUTHORITY TO THE COMPANY TO For For Management
PURCHASE ITS OWN SHARES.
10 TO CHANGE THE ARTICLES IN RELATION TO THE For For Management
APPOINTMENT OF A GROUP CHIEF EXECUTIVE.
11 TO CHANGE THE ARTICLES IN RELATION TO For For Management
DIRECTORS INDEMNIFICATION.
12 TO APPROVE THE UNILEVER GLOBAL For For Management
PERFORMANCE SHARE PLAN 2005.
13 TO APPROVE THE UNILEVER PLC 2005 For For Management
SHARESAVE PLAN.
- --------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORP.
Ticker: UTX Security ID: 913017109
Meeting Date: APR 13, 2005 Meeting Type: Annual
Record Date: FEB 15, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director George David For For Management
1.2 Elect Director Jean-Pierre Garnier For For Management
1.3 Elect Director Jamie S. Gorelick For For Management
1.4 Elect Director Charles R. Lee For For Management
1.5 Elect Director Richard D. McCormick For For Management
1.6 Elect Director Harold McGraw III For For Management
1.7 Elect Director Frank P. Popoff For For Management
1.8 Elect Director H. Patrick Swygert For For Management
1.9 Elect Director Andre Villeneuve For For Management
1.10 Elect Director H. A. Wagner For For Management
1.11 Elect Director Christine Todd Whitman For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Increase Disclosure of Executive Against Against Shareholder
Compensation
5 Adopt Ethical Criteria for Military Against Against Shareholder
Contracts
6 Limit Executive Compensation Against Against Shareholder
- --------------------------------------------------------------------------------
VIVENDI UNIVERSAL SA (FORMERLY VIVENDI)
Ticker: Security ID: 92851S204
Meeting Date: APR 28, 2005 Meeting Type: Special
Record Date: MAR 22, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE STATUTORY REPORTS AND For For Management
STATUTORY FINANCIAL STATEMENTS FOR FISCAL
YEAR 2004.
2 APPROVAL OF THE REPORTS AND CONSOLIDATED For For Management
FINANCIAL STATEMENTS FOR FISCAL YEAR
2004.
3 APPROVAL OF THE AGREEMENTS COVERED BY THE For For Management
STATUTORY AUDITORS SPECIAL REPORT.
4 ALLOCATION OF NET INCOME AND For For Management
DETERMINATION OF THE DIVIDEND FOR FISCAL
YEAR 2004.
5 DETERMINATION OF THE AMOUNT OF THE For For Management
SUPERVISORY BOARD MEMBERS FEES.
6 RENEWAL OF SALUSTRO REYDEL AS STATUTORY For For Management
AUDITORS.
7 APPOINTMENT OF MR. JEAN-CLAUDE REYDEL AS For For Management
ALTERNATE STATUTORY AUDITOR.
8 AUTHORIZATION FOR THE COMPANY TO PURCHASE For For Management
ITS OWN SHARES.
9 AUTHORIZATION FOR PERFORMANCE OF LEGAL For For Management
FORMALITIES.
10 TRANSFORMATION OF THE COMPANY S STRUCTURE For For Management
TO A STRUCTURE WITH A MANAGEMENT BOARD
AND A SUPERVISORY BOARD.
11 ADOPTION OF THE COMPANY S AMENDED For For Management
BY-LAWS.
12 AMENDMENT OF ARTICLE 17 OF THE BY-LAWS ( For Against Management
VOTING RIGHTS ) BY INSERTION OF A FOURTH
SUB-PARAGRAPH: ADJUSTMENT OF THE VOTING
RIGHTS IN SHAREHOLDERS MEETINGS.
13 DELEGATION OF AUTHORITY TO THE MANAGEMENT For For Management
BOARD TO ISSUE ORDINARY SHARES OR
MARKETABLE SECURITIES GIVING RIGHTS TO
SHARES WHICH ARE OR WILL BE ISSUED AS A
PART OF A SHARE CAPITAL INCREASE
14 DELEGATION OF AUTHORITY TO THE MANAGEMENT For For Management
BOARD TO ISSUE ORDINARY SHARES OR
MARKETABLE SECURITIES GIVING RIGHTS TO
SHARES, WHICH ARE OR WILL BE ISSUED AS A
PART OF A SHARE CAPITAL INCREASE
15 AUTHORIZATION FOR THE MANAGEMENT BOARD TO For For Management
INCREASE THE NUMBER OF SHARES OR
MARKETABLE SECURITIES TO BE ISSUED IN THE
EVENT OF AN INCREASE IN THE SHARE
CAPITAL.
16 DELEGATION OF AUTHORITY TO THE MANAGEMENT For For Management
BOARD TO INCREASE THE SHARE CAPITAL BY
INCORPORATION OF PREMIUMS, RESERVES,
INCOME OR OTHER ITEAMS.
17 AUTHORIZATION FOR THE MANAGEMENT BOARD TO For For Management
PROCEED WITH CAPITAL INCREASES RESERVED
FOR EMPLOYEES AND PENSION SCHEMES OF THE
COMPANY AND COMPANIES IN THE GROUP TAKING
PART IN THE GROUP S SAVINGS PLAN
18 AUTHORIZATION FOR THE MANAGEMENT BOARD TO For Against Management
GRANT COMPANY STOCK OPTIONS.
19 AUTHORIZATION FOR THE MANAGEMENT BOARD TO For Against Management
GRANT RESTRICTED STOCK FROM TREASURY
STOCK OR SHARES TO BE ISSUED.
20.1 DIRECTORS FOUTOU For For Management
20.2 DIRECTORS BEBAER For For Management
20.3 DIRECTORS BREMOND For For Management
20.4 DIRECTORS FERNANDEZ For For Management
20.5 DIRECTORS FRIBOURG For For Management
20.6 DIRECTORS HAWAWINI For For Management
20.7 DIRECTORS LACHMANN For For Management
20.8 DIRECTORS RODOCANACHI For For Management
20.9 DIRECTORS MIERT For For Management
20.10 DIRECTORS FRANK For For Management
20.11 DIRECTORS KRON For For Management
20.12 DIRECTORS OLECHOWSKI For For Management
- --------------------------------------------------------------------------------
WELLS FARGO & COMPANY
Ticker: WFC Security ID: 949746101
Meeting Date: APR 26, 2005 Meeting Type: Annual
Record Date: MAR 8, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director J.A. Blanchard III For For Management
1.2 Elect Director Susan E. Engel For For Management
1.3 Elect Director Enrique Hernandez, Jr. For For Management
1.4 Elect Director Robert L. Joss For For Management
1.5 Elect Director Reatha Clark King For For Management
1.6 Elect Director Richard M. Kovacevich For For Management
1.7 Elect Director Richard D. McCormick For For Management
1.8 Elect Director Cynthia H. Milligan For For Management
1.9 Elect Director Philip J. Quigley For For Management
1.10 Elect Director Donald B. Rice For For Management
1.11 Elect Director Judith M. Runstad For For Management
1.12 Elect Director Stephen W. Sanger For For Management
1.13 Elect Director Susan G. Swenson For For Management
1.14 Elect Director Michael W. Wright For For Management
2 Amend Omnibus Stock Plan For Against Management
3 Ratify Auditors For For Management
4 Adopt Policy on Payday Lenders Against Against Shareholder
5 Link Executive Compensation to Predatory Against Against Shareholder
Lending
6 Performance- Based/Indexed Options Against For Shareholder
7 Limit Executive Compensation Against Against Shareholder
8 Separate Chairman and CEO Positions Against For Shareholder
========== END NPX REPORT
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.
By: /s/ Charles Carroll
-----------------------
Charles Carroll
Chief Executive Officer
Date: August 30, 2005
Pursuant to the requirements of the Investment Company Act of 1940, this Report
has been signed below by the principal executive officer on behalf of the
Registrant on the date indicated.
By: /s/ Charles Carroll
-----------------------
Charles Carroll
Chief Executive Officer
Date: August 30, 2005
-2-