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 811-06221 ---------------- BRANDYWINE BLUE FUND, INC. -------------------------------------------------------------- (Exact name of registrant as specified in charter) 3711 KENNETT PIKE, GREENVILLE, DE 19807 -------------------------------------------------------------- (Address of principal executive offices) (Zip code) WILLIAM F. D'ALONZO, 3711 KENNETT PIKE, GREENVILLE, DE 19807 -------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 302-656-3017 ---------------- Date of fiscal year end: SEPTEMBER 30 ------------------- Date of reporting period: JULY 1, 2005 - JUNE 30, 2006 ------------------------------- Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-06221 Reporting Period: 07/01/2005 - 06/30/2006 Brandywine Blue Fund Inc =========================== BRANDYWINE ADVISORS FUND =========================== ACERGY SA (FRMELY STOLT OFFSHORES AND STOLT COMEX SEAWAY S.A.) Ticker: SOSA Security ID: 861567105 Meeting Date: FEB 24, 2006 Meeting Type: Special Record Date: JAN 19, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 TO APPROVE A CHANGE TO THE COMPANY S For For Management ARTICLE 1, 2ND PARAGRAPH, THE WHOLE OF THIS ARTICLE 1 WILL READ: ACERGY S.A. - -------------------------------------------------------------------------------- ALLIANT TECHSYSTEMS INC. Ticker: ATK Security ID: 018804104 Meeting Date: AUG 2, 2005 Meeting Type: Annual Record Date: JUN 6, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frances D. Cook For For Management 1.2 Elect Director Gilbert F. Decker For For Management 1.3 Elect Director General Ronald R. For For Management Fogleman 1.4 Elect Director Admiral David E. Jeremiah For For Management 1.5 Elect Director Roman Martinez, IV For For Management 1.6 Elect Director Daniel J. Murphy For For Management 1.7 Elect Director General Robert W. For For Management RisCassi 1.8 Elect Director Michael T. Smith For For Management 1.9 Elect Director William G. Van Dyke For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Adopt Ethical Criteria for Military Against Against Shareholder Contracts - -------------------------------------------------------------------------------- AMDOCS LIMITED Ticker: DOX Security ID: G02602103 Meeting Date: JAN 19, 2006 Meeting Type: Annual Record Date: NOV 30, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce K. Anderson For For Management 1.2 Elect Director Adrian Gardner For For Management 1.3 Elect Director Charles E. Foster For For Management 1.4 Elect Director James S. Kahan For For Management 1.5 Elect Director Dov Baharav For For Management 1.6 Elect Director Julian A. Brodsky For For Management 1.7 Elect Director Eli Gelman For For Management 1.8 Elect Director Nehemia Lemelbaum For For Management 1.9 Elect Director John T. Mclennan For For Management 1.10 Elect Director Robert A. Minicucci For For Management 1.11 Elect Director Simon Olswang For For Management 1.12 Elect Director Mario Segal For For Management 2 APPROVAL OF AMENDMENT OF THE 1998 STOCK For For Management OPTION AND INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER, TO CONTINUE THE TERM OF THE PLAN FOR AN ADDITIONAL 10-YEAR TERM AND TO MAKE OTHER CHANGES AS DESCRIBED IN THE ACCOMPANY 3 APPROVAL OF SPECIAL RESOLUTION TO PERMIT For For Management DIRECT REPURCHASE BY THE COMPANY OF UNVESTED SHARES OF RESTRICTED STOCK GRANTED UNDER THE 1998 STOCK OPTION AND INCENTIVE PLAN UPON TERMINATION OF EMPLOYMENT OR SERVICE. 4 APPROVAL OF CONSOLIDATED FINANCIAL For For Management STATEMENTS FOR FISCAL YEAR 2005. 5 RATIFICATION AND APPROVAL OF ERNST & For For Management YOUNG LLP AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD TO FIX REMUNERATION. - -------------------------------------------------------------------------------- AMETEK, INC. Ticker: AME Security ID: 031100100 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: MAR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven W. Kohlhagen For For Management 1.2 Elect Director James R. Malone For For Management 1.3 Elect Director Elizabeth R. Varet For For Management 1.4 Elect Director Dennis K. Williams For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AVID TECHNOLOGY, INC. Ticker: AVID Security ID: 05367P100 Meeting Date: JUL 27, 2005 Meeting Type: Annual Record Date: JUN 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management 2.1 Elect Director Elizabeth M. Daley For For Management 2.2 Elect Director John V. Guttag For For Management 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management 5 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- BECKMAN COULTER, INC. Ticker: BEC Security ID: 075811109 Meeting Date: APR 12, 2006 Meeting Type: Annual Record Date: FEB 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter B. Dervan, Ph.D. For For Management 1.2 Elect Director Scott Garrett For For Management 1.3 Elect Director R.J. Lavizzo-Mourey, Md For For Management 1.4 Elect Director Glenn S. Schafer For For Management - -------------------------------------------------------------------------------- BRINKER INTERNATIONAL, INC. Ticker: EAT Security ID: 109641100 Meeting Date: OCT 20, 2005 Meeting Type: Annual Record Date: AUG 30, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Douglas H. Brooks For For Management 1.2 Elect Director Robert M. Gates For For Management 1.3 Elect Director Marvin J. Girouard For For Management 1.4 Elect Director Ronald Kirk For For Management 1.5 Elect Director George R. Mrkonic For For Management 1.6 Elect Director Erle Nye For For Management 1.7 Elect Director James E. Oesterreicher For For Management 1.8 Elect Director Rosendo G. Parra For For Management 1.9 Elect Director Cece Smith For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Nonemployee Director and Consultant For For Management Stock Plan 5 Approve Executive Incentive Bonus Plan For For Management 6 Approve Restricted Stock Unit Plan For For Management 7 Approve/Amend Executive Incentive Bonus For For Management Plan - -------------------------------------------------------------------------------- CELESTICA INC. Ticker: CLS. Security ID: 15101Q108 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert L. Candrall For For Management 2 Elect Director William Etherington For For Management 3 Elect Director Richard S. Love For For Management 4 Elect Director Anthony R. Melman For For Management 5 Elect Director Gerald W. Schwartz For For Management 6 Elect Director Charles W. Szuluk For For Management 7 Elect Director Don Tapscott For For Management 8 Ratify KPMG LLP as Auditors and Authorize For For Management Board to Fix Remuneration of Auditors - -------------------------------------------------------------------------------- CENTEX CORP. Ticker: CTX Security ID: 152312104 Meeting Date: JUL 14, 2005 Meeting Type: Annual Record Date: MAY 26, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara T. Alexander For For Management 1.2 Elect Director Juan L. Elek For For Management 1.3 Elect Director Timothy R. Eller For For Management 1.4 Elect Director James J. Postl For For Management 1.5 Elect Director Ursula O. Fairbairn For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CLEVELAND-CLIFFS INC. Ticker: CLF Security ID: 185896107 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: MAR 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.S Brinzo For For Management 1.2 Elect Director R.C. Cambre For For Management 1.3 Elect Director J.A. Carrabba For For Management 1.4 Elect Director R. Cucuz For For Management 1.5 Elect Director S.M. Cunningham For For Management 1.6 Elect Director B.J. Eldridge For For Management 1.7 Elect Director D.H. Gunning For For Management 1.8 Elect Director J.D. Ireland, III For For Management 1.9 Elect Director F.R. Mcallister For For Management 1.10 Elect Director R. Phillips For For Management 1.11 Elect Director R.K. Riederer For For Management 1.12 Elect Director A. Schwartz For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COMPTON PETROLEUM CORPORATION Ticker: CMT. Security ID: 204940100 Meeting Date: MAY 10, 2006 Meeting Type: Annual/Special Record Date: MAR 23, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Directors Mel F. Belich, Irvine J. For For Management Koop, John W. Preston, Jeffrey T. Smith, Ernie G. Sapieha and John A. Thomson 2 Ratify Grant Thornton LLP as Auditors and For For Management Authorize Board to Fix Remuneration of Auditors 3 Adopt or Amend Shareholder Rights Plan For For Management (Poison Pill) - -------------------------------------------------------------------------------- CYTYC CORPORATION Ticker: CYTC Security ID: 232946103 Meeting Date: MAY 2, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sally W. Crawford For For Management 1.2 Elect Director Patrick J. Sullivan For For Management 1.3 Elect Director Wayne Wilson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DARDEN RESTAURANTS, INC. Ticker: DRI Security ID: 237194105 Meeting Date: SEP 21, 2005 Meeting Type: Annual Record Date: JUL 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leonard L. Berry For For Management 1.2 Elect Director Odie C. Donald For For Management 1.3 Elect Director David H. Hughes For For Management 1.4 Elect Director Charles A. Ledsinger, Jr. For For Management 1.5 Elect Director Joe R. Lee For For Management 1.6 Elect Director William M. Lewis, Jr. For For Management 1.7 Elect Director Connie Mack, III For For Management 1.8 Elect Director Andrew H. (Drew) Madsen For For Management 1.9 Elect Director Clarence Otis, Jr. For For Management 1.10 Elect Director Michael D. Rose For For Management 1.11 Elect Director Maria A. Sastre For For Management 1.12 Elect Director Jack A. Smith For For Management 1.13 Elect Director Blaine Sweatt, III For For Management 1.14 Elect Director Rita P. Wilson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DAVITA INC. Ticker: DVA Security ID: 23918K108 Meeting Date: MAY 15, 2006 Meeting Type: Annual Record Date: MAR 23, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nancy-Ann DeParle For For Management 1.2 Elect Director Richard B. Fontaine For For Management 1.3 Elect Director Peter T. Grauer For For Management 1.4 Elect Director C. Raymond Larkin, Jr. For For Management 1.5 Elect Director John M. Nehra For For Management 1.6 Elect Director William L. Roper, M.D. For For Management 1.7 Elect Director Kent J. Thiry For For Management 1.8 Elect Director Richard C. Vaughan For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DEAN FOODS COMPANY Ticker: DF Security ID: 242370104 Meeting Date: MAY 19, 2006 Meeting Type: Annual Record Date: MAR 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lewis M. Collens For For Management 1.2 Elect Director Janet Hill For For Management 1.3 Elect Director Hector M. Nevares For For Management 1.4 Elect Director Pete Schenkel For For Management 1.5 Elect Director Jim L. Turner For For Management 2 Ratify Auditors For For Management 3 Prepare a Sustainability Report Against Against Shareholder - -------------------------------------------------------------------------------- DRESSER-RAND GROUP INC. Ticker: DRC Security ID: 261608103 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William E. Macaulay For For Management 1.2 Elect Director Kenneth W. Moore For For Management 1.3 Elect Director Thomas J. Sikorski For For Management 1.4 Elect Director Vincent R. Volpe Jr. For For Management 1.5 Elect Director Michael L. Underwood For For Management 1.6 Elect Director Philip R, Roth For For Management 1.7 Elect Director Louis A. Raspino For For Management 1.8 Elect Director Mark A. Mccomiskey For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EMBRAER, EMPRESA BRASILEIRA DE AERONAUTICA Ticker: ERJ Security ID: 29081M102 Meeting Date: MAR 31, 2006 Meeting Type: Special Record Date: MAR 7, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 APPOINTMENT OF THE COMPANIES RESPONSIBLE For For Management FOR THE PREPARATION OF THE VALUATION REPORTS OF THE COMPANY AND OF RIO HAN TO WIT: I) VALUATION OF THE SHAREHOLDERS EQUITY VALUE; II) VALUATION BASED ON THE COMPANY S AND RIO HAN S RESPECTIVE SHAREHOLDERS EQUITY; 2 APPROVAL OF THE VALUATION REPORTS For For Management PREPARED BY THE COMPANIES REFERRED TO IN ITEM 1 ABOVE. 3 APPROVAL OF THE PROTOCOL AND For For Management JUSTIFICATION OF MERGER OF EMBRAER WITH AND INTO RIO HAN AND ALL EXHIBITS THERETO ( MERGER AGREEMENT ), WHICH WAS PREPARED AS SET FORTH IN ARTICLES 224 AND 225 OF LAW NO. 6,404/76 AND OF INSTRUCTION CVM NO. 319/99 AND WHICH C 4 APPROVAL OF THE MERGER OF THE COMPANY For For Management WITH AND INTO RIO HAN, PURSUANT TO THE TERMS OF THE PROTOCOL AND OTHER RELATED DOCUMENTS. - -------------------------------------------------------------------------------- ENDO PHARMACEUTICALS HOLDINGS INC Ticker: ENDP Security ID: 29264F205 Meeting Date: MAY 30, 2006 Meeting Type: Annual Record Date: APR 19, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Ammon For For Management 1.2 Elect Director John J. Delucca For For Management 1.3 Elect Director Michel De Rosen For For Management 1.4 Elect Director Michael Hyatt For For Management 1.5 Elect Director Roger H. Kimmel For For Management 1.6 Elect Director Peter A. Lankau For For Management 1.7 Elect Director C.A. Meanwell, M.D. Phd For For Management 1.8 Elect Director J.T. O'Donnell, Jr. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. Ticker: FCS Security ID: 303726103 Meeting Date: MAY 3, 2006 Meeting Type: Annual Record Date: MAR 9, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard A. Aurelio For For Management 1.2 Elect Director Charles P. Carinalli For For Management 1.3 Elect Director Charles M. Clough For For Management 1.4 Elect Director Robert F. Friel For For Management 1.5 Elect Director Thomas L. Magnanti For For Management 1.6 Elect Director Kevin J. McGarity For For Management 1.7 Elect Director Kirk P. Pond For For Management 1.8 Elect Director Bryan R. Roub For For Management 1.9 Elect Director Ronald W. Shelly For For Management 1.10 Elect Director William N. Stout For For Management 1.11 Elect Director Mark S. Thompson For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FISHER SCIENTIFIC INTERNATIONAL INC. Ticker: FSH Security ID: 338032204 Meeting Date: MAY 5, 2006 Meeting Type: Annual Record Date: MAR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul M. Montrone For For Management 1.2 Elect Director Simon B. Rich For For Management 1.3 Elect Director Scott M. Sterling For For Management 2 Approve Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FOUNDRY NETWORKS, INC. Ticker: FDRY Security ID: 35063R100 Meeting Date: JUN 16, 2006 Meeting Type: Annual Record Date: APR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bobby R. Johnson, Jr. For For Management 1.2 Elect Director Alfred J. Amoroso For For Management 1.3 Elect Director C. Nicholas Keating, Jr. For For Management 1.4 Elect Director J. Steven Young For For Management 1.5 Elect Director Alan L. Earhart For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- HARMAN INTERNATIONAL INDUSTRIES, INC. Ticker: HAR Security ID: 413086109 Meeting Date: NOV 2, 2005 Meeting Type: Annual Record Date: SEP 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sidney Harman For For Management 1.2 Elect Director Shirley M. Hufstedler For For Management - -------------------------------------------------------------------------------- HARRIS CORP. Ticker: HRS Security ID: 413875105 Meeting Date: OCT 28, 2005 Meeting Type: Annual Record Date: AUG 31, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lewis Hay, III For For Management 1.2 Elect Director Karen Katen For For Management 1.3 Elect Director Stephen P. Kaufman For For Management 1.4 Elect Director Hansel E. Tookes, II For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve/Amend Executive Incentive Bonus For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HERMAN MILLER, INC. Ticker: MLHR Security ID: 600544100 Meeting Date: SEP 26, 2005 Meeting Type: Annual Record Date: JUL 29, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary Vermeer Andringa For For Management 1.2 Elect Director J. Barry Griswell For For Management 1.3 Elect Director Lord Brian Griffiths For For Management 1.4 Elect Director Brian C. Walker For For Management 2 Amend Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- IDEX CORP. Ticker: IEX Security ID: 45167R104 Meeting Date: APR 4, 2006 Meeting Type: Annual Record Date: FEB 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael T. Tokarz For For Management 1.2 Elect Director Frank S. Hermance For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- IMS HEALTH INC. Ticker: RX Security ID: 449934108 Meeting Date: MAY 5, 2006 Meeting Type: Annual Record Date: MAR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John P. Imlay, Jr. For For Management 1.2 Elect Director Robert J. Kamerschen For For Management 1.3 Elect Director H. Eugene Lockhart For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Submit Shareholder Rights Plan (Poison Against Against Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- INGRAM MICRO, INC. Ticker: IM Security ID: 457153104 Meeting Date: MAY 31, 2006 Meeting Type: Annual Record Date: APR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John R. Ingram For For Management 1.2 Elect Director Dale R. Laurance For For Management 1.3 Elect Director Kevin M. Murai For For Management 1.4 Elect Director Gerhard Schulmeyer For For Management - -------------------------------------------------------------------------------- IPSCO INC. Ticker: IPS. Security ID: 462622101 Meeting Date: MAY 4, 2006 Meeting Type: Annual/Special Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Directors M.A. Grandin, J.H. For For Management Hinshaw, B.M. Joyce, J.D. Michaels, B.M. Michel, A.S. Olson, A.R. Price, R.G. Sim, D.S. Sutherland, R.E. Tetrault, G.G. Thiessen, D.M. Wallace and J.B. Zaozirny 2 Approve Ernst & Young LLP as Auditors and For For Management Authorize Board to Fix Remuneration of Auditors 3 Approve Annual Incentive Plan for Senior For For Management Officers - -------------------------------------------------------------------------------- MANITOWOC COMPANY, INC., THE Ticker: MTW Security ID: 563571108 Meeting Date: MAY 2, 2006 Meeting Type: Annual Record Date: FEB 22, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel W. Duval For For Management 1.2 Elect Director James L. Packard For For Management 1.3 Elect Director Terry D. Growcock For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MANPOWER INC. Ticker: MAN Security ID: 56418H100 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: FEB 14, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey A. Joerres For For Management 1.2 Elect Director John R. Walter For For Management 1.3 Elect Director Marc J. Bolland For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Implement MacBride Principles Against Against Shareholder - -------------------------------------------------------------------------------- MCDERMOTT INTERNATIONAL, INC. Ticker: MDR Security ID: 580037109 Meeting Date: JAN 18, 2006 Meeting Type: Special Record Date: DEC 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVING, SUBJECT TO SUCH CHANGES AS For For Management MCDERMOTT S BOARD OF DIRECTORS MAY SUBSEQUENTLY APPROVE, THE SETTLEMENT CONTEMPLATED BY THE PROPOSED SETTLEMENT AGREEMENT ATTACHED TO THE PROXY STATEMENT, AND THE FORM, TERMS, PROVISIONS AND MCDERMOTT S EXECUTION OF, - -------------------------------------------------------------------------------- MCDERMOTT INTERNATIONAL, INC. Ticker: MDR Security ID: 580037109 Meeting Date: MAY 3, 2006 Meeting Type: Annual Record Date: MAR 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert L. Howard For For Management 1.2 Elect Director D. Bradley Mcwilliams For For Management 1.3 Elect Director Thomas C Schievelbein For For Management 1.4 Elect Director Robert W. Goldman For For Management 2 APPROVE AMENDED AND RESTATED 2001 For For Management DIRECTORS AND OFFICERS LONG-TERM INCENTIVE PLAN. 3 APPROVE EXECUTIVE INCENTIVE COMPENSATION For For Management PLAN. 4 RATIFICATION OF APPOINTMENT OF MCDERMOTT For For Management S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2006. - -------------------------------------------------------------------------------- NATIONAL OILWELL VARCO INC. Ticker: NOV Security ID: 637071101 Meeting Date: JUL 22, 2005 Meeting Type: Annual Record Date: JUN 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert E. Beauchamp For For Management 1.2 Elect Director Jeffery A. Smisek For For Management 1.3 Elect Director James D. Woods For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PMI GROUP, INC., THE Ticker: PMI Security ID: 69344M101 Meeting Date: MAY 18, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mariann Byerwalter For For Management 1.2 Elect Director James C. Castle For For Management 1.3 Elect Director Carmine Guerro For For Management 1.4 Elect Director W. Roger Haughton For For Management 1.5 Elect Director Wayne E. Hedien For For Management 1.6 Elect Director Louis G. Lower, II For For Management 1.7 Elect Director Raymond L. Ocampo, Jr. For For Management 1.8 Elect Director John D. Roach For For Management 1.9 Elect Director Kenneth T. Rosen For For Management 1.10 Elect Director Steven L. Scheid For For Management 1.11 Elect Director L. Stephen Smith For For Management 1.12 Elect Director Jose H. Villarreal For For Management 1.13 Elect Director Mary Lee Widener For For Management 1.14 Elect Director Ronald H. Zech For For Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan - -------------------------------------------------------------------------------- PRECISION CASTPARTS CORP. Ticker: PCP Security ID: 740189105 Meeting Date: AUG 17, 2005 Meeting Type: Annual Record Date: JUN 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dean T. DuCray For For Management 1.2 Elect Director Don R. Graber For For Management 1.3 Elect Director Byron O. Pond, Jr. 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. - -------------------------------------------------------------------------------- SHIRE PLC (FORMERLY SHIRE PHARMACEUTICALS GROUP PLC) Ticker: SHPGY Security ID: 82481R106 Meeting Date: OCT 28, 2005 Meeting Type: Special Record Date: SEP 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 TO APPROVE THE SCHEME OF ARRANGEMENT. For For Management 2 TO APPROVE THE SCHEME OF ARRANGEMENT AND For For Management OTHER RELATED MATTERS. 3 TO APPROVE THE ADOPTION AND ESTABLISHMENT For For Management OF PART A OF THE SHIRE PHARMACEUTICALS GROUP PLC PORTFOLIO SHARE PLAN. 4 TO APPROVE THE ADOPTION AND ESTABLISHMENT For For Management OF PART B OF THE SHIRE PHARMACEUTICALS GROUP PLC PORTFOLIO SHARE PLAN. 5 TO APPROVE THE ADOPTION BY SHIRE PLC OF For For Management THE SHIRE PLC SHARESAVE SCHEME AND TO APPROVE THE AUTHORIZATION GIVEN TO THE DIRECTORS OF SHIRE PLC IN RELATION THERETO. 6 TO APPROVE THE ADOPTION BY SHIRE PLC OF For For Management PART A OF THE SHIRE PLC PORTFOLIO SHARE PLAN. 7 TO APPROVE THE ADOPTION BY SHIRE PLC OF For For Management PART B OF THE SHIRE PLC PORTFOLIO SHARE PLAN. 8 TO APPROVE THE ASSUMPTION BY SHIRE PLC, For For Management WITH EFFECT FROM THE SCHEME BECOMING EFFECTIVE, OF THE SHIRE PLC EMPLOYEE STOCK PURCHASE PLAN. - -------------------------------------------------------------------------------- SUPERIOR ENERGY SERVICES, INC. Ticker: SPN Security ID: 868157108 Meeting Date: MAY 23, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Enoch L. Dawkins For For Management 1.2 Elect Director James M. Funk For For Management 1.3 Elect Director Terence E. Hall For For Management 1.4 Elect Director Ernest E. Howard, III For For Management 1.5 Elect Director Richard A. Pattarozzi For For Management 1.6 Elect Director Justin L. Sullivan For For Management 2 Amend Non-Employee Director Restricted For For Management Stock Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TERADYNE, INC. Ticker: TER Security ID: 880770102 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: APR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Albert Carnesale For For Management 1.2 Elect Director George W. Chamillard For For Management 1.3 Elect Director Roy A. Vallee For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- THOMAS & BETTS CORP. Ticker: TNB Security ID: 884315102 Meeting Date: MAY 3, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E.H. Drew For For Management 1.2 Elect Director J.K. Hauswald For For Management 1.3 Elect Director D. Jernigan For For Management 1.4 Elect Director R.B. Kalich Sr. For For Management 1.5 Elect Director K.R. Masterson For For Management 1.6 Elect Director D.J. Pileggi For For Management 1.7 Elect Director J.P. Richard For For Management 1.8 Elect Director D.D. Stevens For For Management 1.9 Elect Director W.H. Waltrip For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TRIMBLE NAVIGATION LTD. Ticker: TRMB Security ID: 896239100 Meeting Date: MAY 18, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven W. Berglund For For Management 1.2 Elect Director Robert S. Cooper For For Management 1.3 Elect Director John B. Goodrich For For Management 1.4 Elect Director William Hart For For Management 1.5 Elect Director Ulf J. Johansson, Ph.D. For For Management 1.6 Elect Director Bradford W. Parkinson For For Management 1.7 Elect Director Nickolas W. Vande Steeg For For Management 2 Amend Stock Option Plan For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- URS CORP. Ticker: URS Security ID: 903236107 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: APR 7, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director H. Jesse Arnelle For For Management 1.2 Elect Director Betsy J. Bernard For For Management 1.3 Elect Director Armen Der Marderosian For For Management 1.4 Elect Director Mickey P. Foret For For Management 1.5 Elect Director Martin M. Koffel For For Management 1.6 Elect Director Joseph W. Ralston For For Management 1.7 Elect Director John D. Roach For For Management 1.8 Elect Director William D. Walsh For For Management 2 Amend Omnibus Stock Plan For For Management 3 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- WALTER INDUSTRIES, INC. Ticker: WLT Security ID: 93317Q105 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Howard L. Clark, Jr. For For Management 1.2 Elect Director Gregory E. Hyland For For Management 1.3 Elect Director Jerry W. Kolb For For Management 1.4 Elect Director Patrick A. Kriegshauser For For Management 1.5 Elect Director Joseph B. Leonard For For Management 1.6 Elect Director Mark J. O'Brien For For Management 1.7 Elect Director Bernard G. Rethore For For Management 1.8 Elect Director Michael T. Tokarz For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- WEST CORPORATION Ticker: WSTC Security ID: 952355105 Meeting Date: MAY 11, 2006 Meeting Type: Annual Record Date: MAR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas B. Barker For For Management 1.2 Elect Director William E. Fisher For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management ============================= BRANDYWINE BLUE FUND ============================= ADOBE SYSTEMS INC. Ticker: ADBE Security ID: 00724F101 Meeting Date: MAR 28, 2006 Meeting Type: Annual Record Date: FEB 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward W. Barnholt For For Management 1.2 Elect Director Michael R. Cannon For For Management 1.3 Elect Director Bruce R. Chizen For For Management 1.4 Elect Director James E. Daley For For Management 1.5 Elect Director Charles M. Geschke For For Management 1.6 Elect Director Delbert W. Yocam For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AETNA INC. Ticker: AET Security ID: 00817Y108 Meeting Date: APR 28, 2006 Meeting Type: Annual Record Date: FEB 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Betsy Z. Cohen For For Management 1.2 Elect Director Molly J. Coye, M.D. For For Management 1.3 Elect Director Barbara H. Franklin For For Management 1.4 Elect Director Jeffrey E. Garten For For Management 1.5 Elect Director Earl G. Graves For For Management 1.6 Elect Director Gerald Greenwald For For Management 1.7 Elect Director Ellen M. Hancock For For Management 1.8 Elect Director Michael H. Jordan For For Management 1.9 Elect Director Edward J. Ludwig For For Management 1.10 Elect Director Joseph P. Newhouse For For Management 1.11 Elect Director John W. Rowe, M.D. For For Management 1.12 Elect Director Ronald A. Williams For For Management 2 Ratify Auditors For For Management 3 Approve Qualified Employee Stock Purchase For For Management Plan 4 Provide for Cumulative Voting Against Against Shareholder - -------------------------------------------------------------------------------- ALLSTATE CORP., THE Ticker: ALL Security ID: 020002101 Meeting Date: MAY 16, 2006 Meeting Type: Annual Record Date: MAR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director F. Duane Ackerman For For Management 1.2 Elect Director James G. Andress For For Management 1.3 Elect Director W. James Farrell For For Management 1.4 Elect Director Jack M. Greenberg For For Management 1.5 Elect Director Ronald T. Lemay For For Management 1.6 Elect Director Edward M. Liddy For For Management 1.7 Elect Director J. Christopher Reyes For For Management 1.8 Elect Director H. John Riley, Jr. For For Management 1.9 Elect Director Joshua I. Smith For For Management 1.10 Elect Director Judith A. Sprieser For For Management 1.11 Elect Director Mary Alice Taylor For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Non-Employee Director Omnibus For For Management Stock Plan 5 Require a Majority Vote for the Election Against Against Shareholder of Directors 6 Adopt Simple Majority Vote Against Against Shareholder - -------------------------------------------------------------------------------- AMDOCS LIMITED Ticker: DOX Security ID: G02602103 Meeting Date: JAN 19, 2006 Meeting Type: Annual Record Date: NOV 30, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce K. Anderson For For Management 1.2 Elect Director Adrian Gardner For For Management 1.3 Elect Director Charles E. Foster For For Management 1.4 Elect Director James S. Kahan For For Management 1.5 Elect Director Dov Baharav For For Management 1.6 Elect Director Julian A. Brodsky For For Management 1.7 Elect Director Eli Gelman For For Management 1.8 Elect Director Nehemia Lemelbaum For For Management 1.9 Elect Director John T. Mclennan For For Management 1.10 Elect Director Robert A. Minicucci For For Management 1.11 Elect Director Simon Olswang For For Management 1.12 Elect Director Mario Segal For For Management 2 APPROVAL OF AMENDMENT OF THE 1998 STOCK For For Management OPTION AND INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER, TO CONTINUE THE TERM OF THE PLAN FOR AN ADDITIONAL 10-YEAR TERM AND TO MAKE OTHER CHANGES AS DESCRIBED IN THE ACCOMPANY 3 APPROVAL OF SPECIAL RESOLUTION TO PERMIT For For Management DIRECT REPURCHASE BY THE COMPANY OF UNVESTED SHARES OF RESTRICTED STOCK GRANTED UNDER THE 1998 STOCK OPTION AND INCENTIVE PLAN UPON TERMINATION OF EMPLOYMENT OR SERVICE. 4 APPROVAL OF CONSOLIDATED FINANCIAL For For Management STATEMENTS FOR FISCAL YEAR 2005. 5 RATIFICATION AND APPROVAL OF ERNST & For For Management YOUNG LLP AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD TO FIX REMUNERATION. - -------------------------------------------------------------------------------- ANALOG DEVICES, INC. Ticker: ADI Security ID: 032654105 Meeting Date: MAR 14, 2006 Meeting Type: Annual Record Date: JAN 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James A. Champy For For Management 1.2 Elect Director Kenton J. Sicchitano For For Management 1.3 Elect Director Lester C. Thurow For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- AUTODESK, INC. Ticker: ADSK Security ID: 052769106 Meeting Date: NOV 10, 2005 Meeting Type: Special Record Date: SEP 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Stock Option Plan For For Management 2 Amend Non-Employee Director Omnibus Stock For For Management Plan - -------------------------------------------------------------------------------- BEST BUY CO., INC. Ticker: BBY Security ID: 086516101 Meeting Date: JUN 21, 2006 Meeting Type: Annual Record Date: APR 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bradbury H. Anderson For For Management 1.2 Elect Director Kathy J. Higgins Victor For For Management 1.3 Elect Director Allen U. Lenzmeier For For Management 1.4 Elect Director Frank D. Trestman For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CEMEX S.A. Ticker: CX Security ID: 151290889 Meeting Date: APR 27, 2006 Meeting Type: Special Record Date: MAR 23, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 PROPOSAL TO SPLIT EACH OF THE COMPANY S For For Management ORDINARY COMMON SHARES SERIES A AND SERIES B SHARES AND AMEND ARTICLE 6 OF THE COMPANY S BY-LAWS. 2 PROPOSAL TO CHANGE THE COMPANY S BY-LAWS. For For Management 3 APPOINTMENT OF DELEGATES TO FORMALIZE THE For For Management RESOLUTIONS ADOPTED AT THE MEETING AND THE CHANGES IN THE COMPANY S BY-LAWS OR ESTATUTOS SOCIALES, IF APPLICABLE. 4 APPROVAL OF THE FINANCIAL STATEMENTS FOR For For Management THE FISCAL YEAR ENDED DECEMBER 31, 2005. 5 ALLOCATION OF PROFITS AND THE MAXIMUM For For Management AMOUNT OF FUNDS TO BE USED FOR THE PURCHASE OF COMPANY SHARES. 6 PROPOSAL TO INCREASE THE CAPITAL STOCK OF For For Management THE COMPANY IN ITS VARIABLE PORTION. 7 APPOINTMENT OF DIRECTORS AND STATUTORY For For Management AUDITORS, AND PRESIDENT OF THE AUDIT COMMITTEE AND SOCIETAL PRACTICES. 8 COMPENSATION OF DIRECTORS, STATUTORY For For Management AUDITORS AND AUDIT AND SOCIETAL PRACTICES COMMITTEE. 9 APPOINTMENT OF DELEGATES TO FORMALIZE THE For For Management RESOLUTIONS ADOPTED AT THE MEETING. - -------------------------------------------------------------------------------- CENTEX CORP. Ticker: CTX Security ID: 152312104 Meeting Date: JUL 14, 2005 Meeting Type: Annual Record Date: MAY 26, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara T. Alexander For For Management 1.2 Elect Director Juan L. Elek For For Management 1.3 Elect Director Timothy R. Eller For For Management 1.4 Elect Director James J. Postl For For Management 1.5 Elect Director Ursula O. Fairbairn For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CIGNA CORP. Ticker: CI Security ID: 125509109 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: FEB 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director H. Edward Hanway For For Management 1.2 Elect Director Harold A. Wagner For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CVS CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 11, 2006 Meeting Type: Annual Record Date: MAR 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Don Cornwell For For Management 1.2 Elect Director David W. Dorman For For Management 1.3 Elect Director Thomas P. Gerrity For For Management 1.4 Elect Director Marian L. Heard For For Management 1.5 Elect Director William H. Joyce For For Management 1.6 Elect Director Terrence Murray For For Management 1.7 Elect Director Sheli Z. Rosenberg For For Management 1.8 Elect Director Thomas M. Ryan For For Management 1.9 Elect Director Alfred J. Verrecchia For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against Against Shareholder of Directors 4 Submit Supplemental Executive Retirement Against Against Shareholder Plans to Shareholder vote 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Report on Feasibility of Product Against Against Shareholder Reformulation - -------------------------------------------------------------------------------- DAVITA INC. Ticker: DVA Security ID: 23918K108 Meeting Date: MAY 15, 2006 Meeting Type: Annual Record Date: MAR 23, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nancy-Ann DeParle For For Management 1.2 Elect Director Richard B. Fontaine For For Management 1.3 Elect Director Peter T. Grauer For For Management 1.4 Elect Director C. Raymond Larkin, Jr. For For Management 1.5 Elect Director John M. Nehra For For Management 1.6 Elect Director William L. Roper, M.D. For For Management 1.7 Elect Director Kent J. Thiry For For Management 1.8 Elect Director Richard C. Vaughan For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DIAMOND OFFSHORE DRILLING, INC. Ticker: DO Security ID: 25271C102 Meeting Date: MAY 23, 2006 Meeting Type: Annual Record Date: MAR 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James S. Tisch For For Management 1.2 Elect Director Lawrence R. Dickerson For For Management 1.3 Elect Director Alan R. Batkin For For Management 1.4 Elect Director Charles L. Fabrikant For For Management 1.5 Elect Director Paul G. Gaffney, II For For Management 1.6 Elect Director Herbert C. Hofmann For For Management 1.7 Elect Director Arthur L. Rebell For For Management 1.8 Elect Director Raymond S. Troubh For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DOVER CORP. Ticker: DOV Security ID: 260003108 Meeting Date: APR 18, 2006 Meeting Type: Annual Record Date: FEB 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D.H. Benson For For Management 1.2 Elect Director R.W. Cremin For For Management 1.3 Elect Director J-P.M. Ergas For For Management 1.4 Elect Director K.C. Graham For For Management 1.5 Elect Director R.L. Hoffman For For Management 1.6 Elect Director J.L. Koley For For Management 1.7 Elect Director R.K. Lochridge For For Management 1.8 Elect Director T.L. Reece For For Management 1.9 Elect Director B.G. Rethore For For Management 1.10 Elect Director M.B. Stubbs For For Management 1.11 Elect Director M.A. Winston For For Management 2 Other Business For For Management - -------------------------------------------------------------------------------- EMBRAER, EMPRESA BRASILEIRA DE AERONAUTICA Ticker: ERJ Security ID: 29081M102 Meeting Date: MAR 31, 2006 Meeting Type: Special Record Date: MAR 7, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 APPOINTMENT OF THE COMPANIES RESPONSIBLE For For Management FOR THE PREPARATION OF THE VALUATION REPORTS OF THE COMPANY AND OF RIO HAN TO WIT: I) VALUATION OF THE SHAREHOLDERS EQUITY VALUE; II) VALUATION BASED ON THE COMPANY S AND RIO HAN S RESPECTIVE SHAREHOLDERS EQUITY; 2 APPROVAL OF THE VALUATION REPORTS For For Management PREPARED BY THE COMPANIES REFERRED TO IN ITEM 1 ABOVE. 3 APPROVAL OF THE PROTOCOL AND For For Management JUSTIFICATION OF MERGER OF EMBRAER WITH AND INTO RIO HAN AND ALL EXHIBITS THERETO ( MERGER AGREEMENT ), WHICH WAS PREPARED AS SET FORTH IN ARTICLES 224 AND 225 OF LAW NO. 6,404/76 AND OF INSTRUCTION CVM NO. 319/99 AND WHICH C 4 APPROVAL OF THE MERGER OF THE COMPANY For For Management WITH AND INTO RIO HAN, PURSUANT TO THE TERMS OF THE PROTOCOL AND OTHER RELATED DOCUMENTS. - -------------------------------------------------------------------------------- EMERSON ELECTRIC CO. Ticker: EMR Security ID: 291011104 Meeting Date: FEB 7, 2006 Meeting Type: Annual Record Date: NOV 29, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. A. Busch,III For For Management 1.2 Elect Director A. F. Golden For For Management 1.3 Elect Director V. R. Loucks, Jr For For Management 1.4 Elect Director J. B. Menzer For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote - -------------------------------------------------------------------------------- EXELON CORP. Ticker: EXC Security ID: 30161N101 Meeting Date: JUN 27, 2006 Meeting Type: Annual Record Date: MAY 12, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M.W. D'Alessio For For Management 1.2 Elect Director R.B. Greco For For Management 1.3 Elect Director J.M. Palms For For Management 1.4 Elect Director J.W. Rogers For For Management 1.5 Elect Director R.L. Thomas For For Management 2 Ratify Auditors For For Management 3 Submit Severance Agreement (Change in Against Against Shareholder Control) to shareholder Vote - -------------------------------------------------------------------------------- FISHER SCIENTIFIC INTERNATIONAL INC. Ticker: FSH Security ID: 338032204 Meeting Date: MAY 5, 2006 Meeting Type: Annual Record Date: MAR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul M. Montrone For For Management 1.2 Elect Director Simon B. Rich For For Management 1.3 Elect Director Scott M. Sterling For For Management 2 Approve Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GENERAL DYNAMICS CORP. Ticker: GD Security ID: 369550108 Meeting Date: MAY 3, 2006 Meeting Type: Annual Record Date: MAR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director N.D. Chabraja For For Management 1.2 Elect Director J.S. Crown For For Management 1.3 Elect Director W.P. Fricks For For Management 1.4 Elect Director C.H. Goodman For For Management 1.5 Elect Director J.L. Johnson For For Management 1.6 Elect Director G.A. Joulwan For For Management 1.7 Elect Director P.G. Kaminski For For Management 1.8 Elect Director J.M. Keane For For Management 1.9 Elect Director D.J. Lucas For For Management 1.10 Elect Director L.L. Lyles For For Management 1.11 Elect Director C.E. Mundy, Jr. For For Management 1.12 Elect Director R. Walmsley For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against Against Shareholder of Directors 4 Disqualification of Directors Who Fail to Against Against Shareholder Receive Majority Vote 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Report Political Contributions Against Against Shareholder 7 Sustainability Report Against Against Shareholder - -------------------------------------------------------------------------------- HARMAN INTERNATIONAL INDUSTRIES, INC. Ticker: HAR Security ID: 413086109 Meeting Date: NOV 2, 2005 Meeting Type: Annual Record Date: SEP 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sidney Harman For For Management 1.2 Elect Director Shirley M. Hufstedler For For Management - -------------------------------------------------------------------------------- HEWLETT-PACKARD CO. Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 15, 2006 Meeting Type: Annual Record Date: JAN 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director P.C. Dunn For For Management 1.2 Elect Director L.T. Babbio, Jr. For For Management 1.3 Elect Director S.M. Baldauf For For Management 1.4 Elect Director R.A. Hackborn For For Management 1.5 Elect Director J.H. Hammergren For For Management 1.6 Elect Director M.V. Hurd For For Management 1.7 Elect Director G.A. Keyworth Ii For For Management 1.8 Elect Director T.J. Perkins For For Management 1.9 Elect Director R.L. Ryan For For Management 1.10 Elect Director L.S. Salhany For For Management 1.11 Elect Director R.P. Wayman 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 Against Shareholder of Directors 5 Claw-Back of Payments under Restatement Against Against Shareholder - -------------------------------------------------------------------------------- J. C. PENNEY CO., INC (HLDG CO) Ticker: JCP Security ID: 708160106 Meeting Date: MAY 19, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Vernon E. Jordan, Jr. For For Management 1.2 Elect Director Burl Osborne For For Management 1.3 Elect Director Mary Beth Stone West For For Management 1.4 Elect Director R. Gerald Turner For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Performance-Based Equity Awards Against Against Shareholder - -------------------------------------------------------------------------------- LOWE'S COMPANIES, INC. Ticker: LOW Security ID: 548661107 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter C. Browning For For Management 1.2 Elect Director Marshall O. Larsen For For Management 1.3 Elect Director Stephen F. Page For For Management 1.4 Elect Director O. Temple Sloan, Jr. For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management 5 Company Specific--RELATING TO THE BOARD For For Management OF DIRECTORS 6 Report on Wood Procurement Policy Against Against Shareholder - -------------------------------------------------------------------------------- NATIONAL OILWELL VARCO INC. Ticker: NOV Security ID: 637071101 Meeting Date: JUL 22, 2005 Meeting Type: Annual Record Date: JUN 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert E. Beauchamp For For Management 1.2 Elect Director Jeffery A. Smisek For For Management 1.3 Elect Director James D. Woods For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 20, 2005 Meeting Type: Annual Record Date: JUL 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jill K. Conway For For Management 1.2 Elect Director Alan B. Graf, Jr. For For Management 1.3 Elect Director Jeanne P. Jackson For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PHELPS DODGE CORP. Ticker: PD Security ID: 717265102 Meeting Date: MAY 26, 2006 Meeting Type: Annual Record Date: APR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles C. Krulak For For Management 1.2 Elect Director Dustan E. McCoy For For Management 1.3 Elect Director William J. Post For For Management 1.4 Elect Director Martin H. Richenhagen For For Management 1.5 Elect Director Jack E. Thompson For For Management 2 Approve Non-Employee Director Stock For For Management Option Plan 3 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. - -------------------------------------------------------------------------------- SHIRE PLC (FORMERLY SHIRE PHARMACEUTICALS GROUP PLC) Ticker: SHPGY Security ID: 82481R106 Meeting Date: OCT 28, 2005 Meeting Type: Special Record Date: SEP 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 TO APPROVE THE SCHEME OF ARRANGEMENT. For For Management 2 TO APPROVE THE SCHEME OF ARRANGEMENT AND For For Management OTHER RELATED MATTERS. 3 TO APPROVE THE ADOPTION AND ESTABLISHMENT For For Management OF PART A OF THE SHIRE PHARMACEUTICALS GROUP PLC PORTFOLIO SHARE PLAN. 4 TO APPROVE THE ADOPTION AND ESTABLISHMENT For For Management OF PART B OF THE SHIRE PHARMACEUTICALS GROUP PLC PORTFOLIO SHARE PLAN. 5 TO APPROVE THE ADOPTION BY SHIRE PLC OF For For Management THE SHIRE PLC SHARESAVE SCHEME AND TO APPROVE THE AUTHORIZATION GIVEN TO THE DIRECTORS OF SHIRE PLC IN RELATION THERETO. 6 TO APPROVE THE ADOPTION BY SHIRE PLC OF For For Management PART A OF THE SHIRE PLC PORTFOLIO SHARE PLAN. 7 TO APPROVE THE ADOPTION BY SHIRE PLC OF For For Management PART B OF THE SHIRE PLC PORTFOLIO SHARE PLAN. 8 TO APPROVE THE ASSUMPTION BY SHIRE PLC, For For Management WITH EFFECT FROM THE SCHEME BECOMING EFFECTIVE, OF THE SHIRE PLC EMPLOYEE STOCK PURCHASE PLAN. - -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard M. Kovacevich For For Management 1.2 Elect Director George W. Tamke For For Management 1.3 Elect Director Solomon D. Trujillo For For Management 1.4 Elect Director Robert J. Ulrich For For Management 2 Ratify Auditors For For Management 3 Report Political Contributions/Activities Against Against Shareholder - -------------------------------------------------------------------------------- UNITED PARCEL SERVICE, INC. Ticker: UPS Security ID: 911312106 Meeting Date: MAY 4, 2006 Meeting Type: Annual Record Date: MAR 9, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John J. Beystehner For For Management 1.2 Elect Director Michael J. Burns For For Management 1.3 Elect Director D. Scott Davis For For Management 1.4 Elect Director Stuart E. Eizenstat For For Management 1.5 Elect Director Michael L. Eskew For For Management 1.6 Elect Director James P. Kelly For For Management 1.7 Elect Director Ann M. Livermore For For Management 1.8 Elect Director Gary E. MacDougal For For Management 1.9 Elect Director Victor A. Pelson For For Management 1.10 Elect Director John W. Thompson For For Management 1.11 Elect Director Carol B. Tome For For Management 1.12 Elect Director Ben Verwaayen For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: MAY 2, 2006 Meeting Type: Annual Record Date: MAR 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James A. Johnson For For Management 1.2 Elect Director Douglas W. Leatherdale For For Management 1.3 Elect Director William W. McGuire, M.D. For For Management 1.4 Elect Director Mary O. Mundinger, Ph.D. For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- WEATHERFORD INTERNATIONAL LTD Ticker: WFT Security ID: G95089101 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: MAR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nicholas F. Brady For For Management 1.2 Elect Director William E. Macaulay For For Management 1.3 Elect Director David J. Butters For For Management 1.4 Elect Director Robert B. Millard For For Management 1.5 Elect Director Bernard J. Duroc-Danner For For Management 1.6 Elect Director Robert K. Moses, Jr. For For Management 1.7 Elect Director Sheldon B. Lubar For For Management 1.8 Elect Director Robert A. Rayne For For Management 2 Ratify Auditors For For Management 3 APPROVAL OF THE WEATHERFORD INTERNATIONAL For For Management LTD. 2006 OMNIBUS INCENTIVE PLAN. 4 APPROVAL OF AN INCREASE IN THE COMPANY S For For Management AUTHORIZED SHARE CAPITAL FROM $510,000,000, CONSISTING OF 500,000,000 COMMON SHARES AND 10,000,000 PREFERENCE SHARES, TO $1,010,000,000, BY THE CREATION OF 500,000,000 ADDITIONAL COMMON SHARES. ========== 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. Registrant BRANDYWINE BLUE FUND, INC. ---------------------------------- By (Signature and Title) * WILLIAM F. D'ALONZO, PRESIDENT -------------------------------- Date AUGUST 22, 2006 --------------------------------