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 811-04704
---------
Primary Trend Fund, Inc.
-----------------------------------------------------------
(Exact name of registrant as specified in charter)
700 North Water Street, Milwaukee, WI 53202
--------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Arnold Investment Counsel, Inc., 700 North Water Street, Milwaukee, WI 53202
----------------------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (414) 271-2726
--------------
Date of fiscal year end: June 30
-------
Date of reporting period: July 1, 2003 - June 30, 2004
----------------------------
ITEM 1. PROXY VOTING RECORD
PROXY VOTING RECORD
Name of Fund: The Primary Trend Fund
Period: July 1, 2003 - June 30, 2004
Company Name Meeting Date Shares Voted CUSIP Ticker
- ------------------------------------------------------------------------------------------------------------------------------------
DEL MONTE FOODS COMPANY 9/12/03 10,000 24522P103 DLM
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
3 Nominees Issuer
For For 2. Approval of Company's
Annual Incentive Plan
to Comply with Section
162(M) of the Internal
Revenue Code Issuer
For For 3. Ratify KPMG as Company's
Independent Auditor Issuer
GENERAL MILLS 9/22/03 5,000 370334104 GIS
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
14 Nominees Issuer
For For 2. Approval of Appointment
KPMG LLP as Company's
Independent Auditors Issuer
For For 3. Adoption of the Company's
2003 Stock Compensation Plan Issuer
HEWLETT PACKARD COMPANY 3/17/04 23,812 428236103 HPQ
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
9 Nominees Issuer
For For 2. Ratify Ernst & Young
as Company's Independent
Auditor Issuer
For For 3. Approval of the Company's
2004 Stock Incentive Plan Issuer
Against Against 4. Proposal Entitled
"Stock Option Expensing
Proposal" Shareholder
THE WALT DISNEY COMPANY 3/3/04 20,000 254687106 DIS
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
11 Nominees Issuer
For For 2. Ratify PriceWaterhouseCoopers
as Company's Independent
Auditor Issuer
Against Against 3. Approve the Harrington
Investments Proposal
Relating to Labor
Standards for China Shareholder
Against Against 4. Approve the New York
City Retirement Systems
& Pension Funds Proposal
Relating to Labor
Standards in China Shareholder
Against Against 5. Approve the Proposal
Relating to Theme Park
Safety Reporting Shareholder
CENDANT CORPORATION 4/20/04 35,000 151313103 CD
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
5 Nominees Issuer
For For 2. Approve Amendments to
the Articles of
Incorporation and By-Laws
of the Company to
Eliminate Classification
of the Board of Directors
of the Company Issuer
For For 3. Ratify and Approve the
Appointment of Deloitte
and Touche LLP as the
Company's Independent
Auditors for the Year
Ending December 31, 2004. Issuer
Against Against 4. Proposal Regarding the
Separation of the Offices
of Chief Executive
Officer and Chairman Shareholder
Against Against 5. Proposal Regarding Chief
Executive Officer
Compensation Shareholder
UNITED TECHNOLOGIES 4/14/04 5,580 913017109 UTX
CORP.
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
12 Nominees Issuer
For For 2. Appointment of
Independent Auditors Issuer
Against Against 3. Proposal Concerning
Disclosure of
Executive Compensation Shareholder
Against Against 4. Proposal Concerning
Ethical Criteria for
Military Contracts Shareholder
Against Against 5. Proposal Concerning
Performance Based
Senior Executive Stock
Options Shareholder
Against Against 6. Proposal Concerning an
Independent Chairman
of the Board Shareholder
GENERAL ELECTRIC CO. 4/28/04 23,000 369604103 GE
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For A. DIRECTORS/All
15 Nominees Issuer
For For B. Independent Auditor Issuer
For For C. Revenue Measurement
Added to Executive
Officer Performance
Goals Issuer
Against Against 1. Cumulative Voting Shareholder
Against Against 2. Animal Testing Shareholder
Against Against 3. Nuclear Risk Shareholder
Against Against 4. Report on PCB
Cleanup Costs Shareholder
Against Against 5. Offshore Sourcing Shareholder
Against Against 6. Sustainability Index Shareholder
Against Against 7. Compensation
Committee Independence Shareholder
Against Against 8. Pay Disparity Shareholder
Against Against 9. End Stock Options
& Bonuses Shareholder
Against Against 10. Limit Outside Directorships Shareholder
Against Against 11. Independent Board Chairman Shareholder
Against Against 12. Explore Sale of Company Shareholder
Against Against 13. Holding Stock from
Stock Options Shareholder
Against Against 14. Board Independence Shareholder
Against Against 15. Political Contributions Shareholder
CARNIVAL CORPORATION 4/22/04 12,000 143658300 CCL
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
14 Nominees Issuer
For For 2. Appoint PriceWaterhouseCoopers
as Independent Auditors
for Carnival PLC and to
Ratify the Selection of
PriceWaterhouseCoopers
LLP as Independent
Certified Public
Accountants for Carnival
Corporation Issuer
For For 3. Authorize the Audit
Committee of Carnival
PLC to Agree the
Remuneration of the
Independent Auditors Issuer
For For 4. Receive the Accounts &
Reports for Carnival
PLC for the Financial
Period ended November
30, 2003 Issuer
For For 5. Approve the Directors'
Remuneration Report
of Carnival PLC Issuer
For For 6. Approve Limits on the
Authority to Allot
Shares by Carnival PLC Issuer
For For 7. Approve the Disapplication
of Pre-emption Rights for
Carnival PLC Shares Issuer
MERCK & CO., INC. 4/27/04 12,000 589331107 MRK
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
5 Nominees Issuer
For For 2. Ratification of the
Appointment of the
Company's Independent
Auditors for 2004 Issuer
For For 3. Proposal to Amend the
Restated Certificate
of Incorporation to
Declassify the Board
of Directors Issuer
Against Against 4. Proposal Concerning
Management Compensation Shareholder
Against Against 5. Proposal Concerning
Extension of Prescription
Drug Patents Shareholder
Against Against 6. Proposal Concerning
Ethical and Social
Performance of the Co. Shareholder
Against Against 7. Proposal Concerning use
of Shareholder Resources
for Political Purposes Shareholder
Against Against 8. Proposal Concerning a
Report Related to the
Global HIV/AIDS Pandemic Shareholder
ANHEUSER-BUSCH 4/28/04 10,000 035229103 BUD
COMPANIES, INC.
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
5 Nominees Issuer
For For 2. Approval of
Independent Auditors Issuer
SCHLUMBERGER LIMITED 4/14/04 8,000 806857108 SLB
(SCHLUMBERGER N.V.)
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
10 Nominees Issuer
For For 2. Adoption & Approval of
Financials & Dividends Issuer
For For 3. Approval of Adoption
of the 2004 Stock &
Deferral Plan for
Non-Employee Directors Issuer
For For 4. Approval of Auditors Issuer
ABBOTT LABORATORIES 4/23/04 6,000 002824100 ABT
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
13 Nominees Issuer
For For 2. Ratification of Deloitte
& Touche LLP as Auditors Issuer
Against Against 3. Proposal -
Prescription Drugs Shareholder
Against Against 4. Proposal - Political
Contributions Shareholder
Against Against 5. Proposal - Option Grants
for Senior Executives Shareholder
Against Against 6. Proposal - Global
Infectious Diseases Shareholder
OCCIDENTAL PETROLEUM 4/30/04 13,000 674599105 OXY
CORPORATION
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
12 Nominees Issuer
For For 2. Ratification of the
Selection of KPMG as
Independent Auditors Issuer
For For 3. Approval of Amendment
to the Restricted Stock
Plan for Non-Employee
Directors Issuer
Against Against 4. Discontinuance of
Options, Rights &
Severance Payments Shareholder
SCHERING-PLOUGH CORP. 4/27/04 35,000 806605101 SGP
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
4 Nominees Issuer
For For 2. Ratification of
Designation of
Independent Auditors Issuer
For For 3. Approval of the
Operations Management
Team Incentive Plan Issuer
PFIZER, INC. 4/22/04 15,000 717081103 PFE
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
15 Nominees Issuer
For For 2. Proposal to Approve
the Appointment of
KPMG LLP as Independent
Auditors for 2004 Issuer
For For 3. Proposal to Approve
the Pfizer, Inc. 2004
Stock Plan Issuer
Against Against 4. Proposal Requesting
Review of the Economic
Effects of the HIV/AIDS,
TB & Malaria Pandemics
on the Company's Business
Strategy Shareholder
Against Against 5. Proposal Relating to
Political Contributions Shareholder
Against Against 6. Proposal Relating to
an Annual Report on
Corporate Resources
Devoted to Supporting
Political Entities or
Candidates Shareholder
Against Against 7. Proposal Seeking to
Impose Term Limits on
Directors Shareholder
Against Against 8. Proposal Requesting a
Report on Increasing
Access to Pfizer
Products Shareholder
Against Against 9. Proposal on Stock Options Shareholder
Against Against 10. Proposal on In Vitro Testing Shareholder
BRISTOL-MYERS SQUIBB 5/4/04 20,000 110122108 BMY
CO.
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
3 Nominees Issuer
For For 2. Appointment of
Independent Auditors Issuer
Against Against 3. Publication of
Political Contributions Shareholder
Against Against 4. Prohibition of
Political Contributions Shareholder
Against Against 5. Separation of Chairman
& CEO Positions Shareholder
Against Against 6. HIV/AIDS-TB-Malaria Shareholder
Against Against 7. Director Vote Threshold Shareholder
E.I. DU PONT DE 4/28/04 12,000 263534109 DD
NEMOURS & COMPANY
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
12 Nominees Issuer
For For 2. Ratification of Accountant Issuer
Against Against 3. On Government Service Shareholder
Against Against 4. On International
Workplace Standards Shareholder
Against Against 5. On Executive Compensation Shareholder
JOHNSON & JOHNSON 4/22/04 7,000 478160104 JNJ
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
13 Nominees Issuer
For For 2. Ratification of
Appointment of
PriceWaterhouseCoopers
as Independent Auditors Issuer
Against Against 3. Proposal on Charitable
Contributions Shareholder
CHUBB CORPORATION 4/27/04 6,000 171232101 CB
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
15 Nominees Issuer
For For 2. Approve the Adoption
of the Chubb Corporation
Long-Term Stock Incentive
Plan (2004) Issuer
For For 3. Approve the Adoption of
the Chubb Corporation
Long-Term Stock Incentive
Plan for Non-Employee
Directors (2004) Issuer
For For 4. Ratify the Appointment
of Ernst & Young LLP
as Independent
Auditors for 2004 Issuer
Against Against 5. Proposal Relating to
Political Contributions Shareholder
BP P.L.C. 4/15/04 6,998 055622104 BP
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1-6. DIRECTORS/All
6 Nominees Issuer
For For 7.To Elect Mr. A. Burgmans
as a Director Issuer
For For 8. To Reappoint Ernst &
Young LLP as Auditors Issuer
For For 9. To Amend the Articles
of Association of the
Company Issuer
For For 10. To Give Authority to
Allot Shares up to a
Specified Amount Issuer
For For 11. Special Resolution:
To Give Authority to
Allot a Limited Number
of Shares for Cash
Without Making an Offer
to Shareholders Issuer
For For 12. Special Resolution: To
Give Limited Authority
for the Purchase of
its own Shares by the
Company Issuer
For For 13. To Authorize the Use of
Treasury Shares for
Employee Share Schemes Issuer
For For 14. To Approve the Directors'
Remuneration Report Issuer
For For 15. To Determine the Limit
for the Aggregate
Remuneration of the
Non-Executive Directors Issuer
For For 16. To Receive the Directors'
Annual Report and the
Accounts Issuer
Against Against 17. Special Shareholder
Resolution: To Instruct
the Company to Prepare
a Report Making Certain
Disclosures on Matters of
Control and Risk in
Protected and Sensitive
Areas Issuer
NUCOR CORPORATION 5/13/04 5,000 670346105 NUE
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
3 Nominees Issuer
For For 2. Ratify the Appointment
of PriceWaterhouseCoopers
LLP as Nucor's Independent
Auditors for the Year
Ending December 31, 2004 Issuer
WENDY'S INTERNATIONAL, 4/22/04 12,000 950590109 WEN
INC.
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
4 Nominees Issuer
For For 2. Ratification of the
Selection of
PriceWaterhouseCoopers
LLP as the Independent
Public Accountants of
the Company for the
Current Year Issuer
For For 3. Approval of the Company's
2003 Stock Incentive Plan Issuer
FORD MOTOR COMPANY 5/13/04 21,000 345370860 F
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 16 Nominees Issuer
For For 2. Ratification of Selection
of Independent Public
Accountants Issuer
Against Against 3. Relating to Disclosure
of Officers' Compensation Shareholder
Against Against 4. Relating to Establishing
a Committee of the Board
of Directors to Evaluate
any Conflict of Interest Shareholder
Against Against 5. Relating to Terminating
Certain Forms of
Compensation for Named
Executives Shareholder
Against Against 6. Relating to Limiting the
Number of Employees
Appointed as Directors Shareholder
Against Against 7. Relating to the Company
Reporting on Greenhouse
Gas Emissions Shareholder
MCDONALD'S CORPORATION 5/22/04 20,000 580135101 MCD
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
5 Nominees Issuer
For For 2. Approval of Auditors Issuer
For For 3. Approval of McDonald's
Corporation Amended and
Restated 2001 Omnibus
Stock Ownership Plan Issuer
For For 4. Approval of McDonald's
Corporation 2004 Cash
Incentive Plan Issuer
THE ALLSTATE 5/18/04 3,000 020002101 ALL
CORPORATION
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
12 Nominees Issuer
For For 2. Appointment of Deloitte
& Touche LLP as
Independent Auditors
for 2004 Issuer
For For 3. Approval of Material
Terms of Annual Covered
Employee Incentive
Compensation Plan Issuer
For For 4. Approval of Material
Terms of Long-Term
Executive Incentive
Compensation Plan Issuer
Against Against 5. Provide Cumulative
Voting for Board of
Directors Shareholder
COX COMMUNICATIONS, 5/18/04 18,000 224044107 COX
INC.
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
7 Nominees Issuer
For For 2. Adoption of the 2004
Employee Stock
Purchase Plan Issuer
MATTEL, INC. 5/13/04 10,000 577081102 MAT
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 11 Nominees Issuer
For For 2. Ratification of the
Selection of PriceWaterhouse
Coopers LLP as Matel's
Independent Auditors
for the Year Ending
December 31, 2004 Issuer
Against Against 3. Proposal Regarding
Management Compensation Shareholder
Against Against 4. Proposal Regarding
Services Performed by
Independent Auditors Shareholder
THE HOME DEPOT, INC. 5/27/04 6,000 437076102 HD
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
10 Nominees Issuer
For For 2.Proposal to Ratify the
Appointment of KPMG LLP
as Independent Auditors
of the Company for
Fiscal 2004 Issuer
Against Against 3. Proposal Regarding
Outside Director
Term Limits Shareholder
Against Against 4. Proposal Regarding
Poison Pill Implementation Shareholder
Against Against 5. Proposal Regarding
Performance Goals as a
Prerequisite to Vesting Shareholder
Against Against 6. Proposal Regarding
Implementation of ILO
Human Rights Standards Shareholder
Against Against 7. Proposal Regarding
Future Severance Agreements Shareholder
Against Against 8. Proposal Regarding
Method of Voting for
Directors Shareholder
PARTNERRE LTD. 5/13/04 8,000 G6852T105 PRE
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
4 Nominees Issuer
For For 2. Approve an Increase in
the Maximum Number of
Directors from Ten to
Eleven, with the Minimum
Number of Directors Set
at Three, and for the
Board to be Authorized
to Fill any Vacancies
As and When They Deem
Expedient Issuer
For For 3. To Amend the Bye-Laws
of the Company to Remove
the Exemption which
Excludes Swiss Reinsurance
Company and its Affiliates
from the Prohibition on
Obtaining or Exercising
More than 9.9% of the
Voting Rights Attached
to the Company's Issued
and Outstanding Shares Issuer
For For 4. To Increase the Number
of Common Shares Reserved
for Issuance Under the
PartnerRe Ltd. Employee
Incentive Plan from
3.500,000 Common Shares
to 5,000,000 Common Shares Issuer
For For 5. To Reappoint the Firm
of Deloitte & Touche to
Serve as Independent
Auditors of the Company
until the Company's 2005
Annual General Meeting
and to Refer to the Board
of Directors the Authority
to Determine the Remuneration
of Deloitte & Touche Issuer
For For 6. Other - In their Discretion
Upon Such Other Matters,
Including Withholding
a Quorum, if Necessary,
as May Properly Come
Before the Annual
General Meeting Issuer
THE DOW CHEMICAL CO. 5/13/04 12,000 260543103 DOW
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
6 Nominees Issuer
For For 2. Ratification of the
Appointment of Deloitte
& Touche LLP as Dow's
Independent Auditors
for 2004 Issuer
For For 3. Amendment of the
Restated Certificate
of Incorporation for
the Annual Election
of Directors Issuer
Against Against 4. Stockholder Proposal
On BHOPAL Shareholder
CALPINE CORPORATION 5/26/04 20,000 131347106 CPN
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All
3 Nominees Issuer
For For 2. To Act Upon a Company
Proposal Regarding the
Amendment of the Company's
Amended and Restated
Certificate of
Incorporation Issuer
For For 3. To Act Upon a Company
Proposal to Increase
the Number of Shares in
the 1996 Stock
Incentive Plan Issuer
For For 4. To Act Upon a Compant
Proposal to Increase the
Number of Shares in the
2000 Employee Stock
Purchase Plan Issuer
Against Against 5. To Act Upon a Stockholder
Proposal Opposing Geothermal
Development Activities
in the Medicine Lake
Highlands and Requesting
the Adoption of an
Indigenous Peoples Policy Shareholder
Against Against 6. To Act Upon a Stockholder
Proposal Regarding Senior
Executive Equity
Compensation Plans Shareholder
Against Against 7. To Act Upon a Stockholder
Proposal Regarding
Shareholder Voting Shareholder
For For 8. To Ratify the Appointment
of PriceWaterhouseCoopers
LLP as Independent
Accountants for the
Company for the Fiscal
Year Ending December 31, 2004 Issuer
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) Primary Trend Fund, Inc.
---------------------------------------------------------
By (Signature and Title) /s/ Lilli Gust, Principal Executive Officer
-------------------------------------------
Date August 17, 2004
--------------------------------------------------------------