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
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Primary Trend Fund, Inc.
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(Exact name of registrant as specified in charter)
700 North Water Street, Milwaukee, 53202
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(Address of principal executive offices) (Zip code)
Arnold Investment Counsel, Inc., 700 North Water Street, Milwaukee, 53202
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(Name and address of agent for service)
Registrant's telephone number, including area code: (414) 271-2726
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Date of fiscal year end: June 30
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Date of reporting period: July 1, 2004 - June 30, 2005
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ITEM 1. PROXY VOTING RECORD
PROXY VOTING RECORD
Name of Fund: The Primary Trend Fund
Period: July 1, 2004 - June 30, 2005
Company Name Meeting Date Shares Voted CUSIP Ticker
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GENERAL
MILLS, INC. 9/27/04 10,000 370334104 GIS
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 12 Nominees Issuer
2. Approve of KPMG LLP as Independent
For For Auditors Issuer
3. Approval of Amendments to the
For For Company's By Laws Issuer
ARCHER-DANIELS
- -MIDLAND CO. 11/4/04 44,728 039483102 ADM
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 9 Nominees Issuer
2. Adopt Amendment to ADM's 2002
For For Incentive Compensation Plan Issuer
3. Adopt ADM Int'l Limited
For For Savings-Related Share Option Scheme Issuer
4. Stockholder's Proposal to report on
Against Against impacts of genetically engineered food Shareholder
AVAYA, INC. 2/15/05 10,000 053499109 AV
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 4 Nominees Issuer
THE WALT
DISNEY COMPANY 2/11/05 10,000 254687106 DIS
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 12 Nominees Issuer
2. Ratify PriceWaterhouseCoopers as
For For Company's Independent Auditor Issuer
For For 3. Approve the 2005 Stock Incentive Plan Issuer
4. Shareholder Proposal relating to
Against Against Greenmail. Shareholder
5. Shareholder Proposal relating to
Against Against China labor standards. Shareholder
CENDANT
CORPORATION 4/26/05 25,000 151313103 CD
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 10 Nominees Issuer
PROXY VOTING RECORD
Name of Fund: The Primary Trend Fund
Period: July 1, 2004 - June 30, 2005
Company Name Meeting Date Shares Voted CUSIP Ticker
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2. Ratify and approve appointment of
Deloitte & Touche LLP as the Company's
Independent auditors for the year ending
For For December 31, 2005. Issuer
3. Approve an amendment to the Cendant
amended and restated 1999 non-employee
For For directors deferred compensation plan. Issuer
4. Approve the Cendant 2005 UK share
For For incentive plan. Issuer
5. Stockholder proposal regarding Chief
Against Against Executive Officer compensation Shareholder
6. Stockholder Proposal regarding
Against Against severance agreements. Shareholder
UNITED
TECHNOLOGIES 4/13/05 5,580 913017109 UTX
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 11 Nominees Issuer
For For 2. Appointment of Independent Auditors Issuer
3. Approval of United Technologies Copr.
For For 2005 long-term incentive plan Issuer
4. Shareowner proposal concerning
Against Against disclosure of executive compensation. Shareholder
5. Sharehowner proposal concerning
Against Against ethical criteria for military contracts. Shareholder
6. Shareowner proposal concerning CEO
Against Against compensation Shareholder
GENERAL
ELECTRIC CO. 4/27/05 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
Against Against 1. Cumulative Voting Shareholder
Against Against 2. Report on nuclear risk Shareholder
Against Against 3. Report on PCB cleanup costs Shareholder
Against Against 4. Curb over-extended directors Shareholder
PROXY VOTING RECORD
Name of Fund: The Primary Trend Fund
Period: July 1, 2004 - June 30, 2005
Company Name Meeting Date Shares Voted CUSIP Ticker
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Against Against 5. Report on sustainability Shareholder
Against Against 6. Disclose political contributions Shareholder
Against Against 7. Animal testing Shareholder
ELI LILLY
AND COMPANY 4/18/05 8,000 532457108 LLY
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 4 Nominees Issuer
2. Ratification of the appointment by
the Audit Committee of the board of
directors of Ernst & Young LLP as
For For principal independent auditors for 2005. Issuer
3. Proposal by shareholders on
separating the roles of Chairman and
Against Against Chief Executive Officer. Shareholder
4. Proposal by shareholders on
Against Against importation of prescription drugs Shareholder
5. Proposal by shareholders on a report
on the impact of limiting product supply
Against Against to Canada. Shareholder
6.Proposal on periodic reports on the
Against Against Company's political contributions. Shareholder
7. Proposal by shareholders on
Against Against performance-based stock options. Shareholder
8. Proposal by shareholders on animal
Against Against testing. Shareholder
SCHERING-
PLOUGH CORP. 4/26/05 30,000 806605101 SGP
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 3 Nominees Issuer
2. Ratification of designation of
independent registered public accounting
For For firm. Issuer
3. Shareholder proposal on annual
Against Against election of directors. Shareholder
Against Against 4. Shareholder proposal on animal testng. Shareholder
ANHEUSER-BUSCH
COMPANIES, INC. 4/27/05 10,000 035229103 BUD
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
PROXY VOTING RECORD
Name of Fund: The Primary Trend Fund
Period: July 1, 2004 - June 30, 2005
Company Name Meeting Date Shares Voted CUSIP Ticker
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For For 1. DIRECTORS/All 5 Nominees Issuer
2. Approve the officer bonus plan, as
For For amended. Issuer
3. Approve the 1998 incentive stock
For For plan, as amended. Issuer
4. Approval of inde[endent registered
For For public accounting firm. Issuer
BP PLC 4/14/05 6,998 055622104 BP
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 17 Nominees Issuer
2. To re-appoint Ernst & Young LLP as
auditors and authorize the board to set
For For their remuneration Issuer
3. To give authority to allot shares up
For For to a specified amount Issuer
4. Speical resolution: To give authority
to allot a limited number of shares for
cash without making an offer to
For For shareholders Issuer
5. Special resolution: To give limited
authority for the purchase of its own
For For shares by the company Issuer
6. To approve the directors'
For For remuneration report Issuer
7. To approve the renewal of executive
For For directors' incentive plan Issuer
8. To receive the directors' annual
For For report and the accounts Issuer
SBC
COMMUNICATIONS,
INC. 4/29/05 10,000 78387G103 SBC
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 14 Nominees Issuer
2. Approval of appointment of
For For independent auditors Issuer
3. Apporoval of stock purchase and
For For deferral plan Issuer
4. Shareholder proposal for policies and
Against Against procedures of political contributions Shareholder
PROXY VOTING RECORD
Name of Fund: The Primary Trend Fund
Period: July 1, 2004 - June 30, 2005
Company Name Meeting Date Shares Voted CUSIP Ticker
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5. Shareholder proposal for executive
compensation report tied to social
Against Against responsibility Shareholder
6. Shareholder proposal on performance &
Against Against time based restricted shares Shareholder
7. Shareholder proposal for simple
Against Against majority vote to apply on each issue. Shareholder
PFIZER, INC. 4/28/05 15,000 717081103 PFE
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 14 Nominees Issuer
2. Proposal to ratify the appintment of
KPMG LLP as independent registered
For For public accounting firm for 2005. Issuer
3. Proposal relating to term limits for
Against Against directors. Shareholder
4. Proposal requesting a report on
Against Against increasing access to Pfizer products. Shareholder
5. Proposal relating to importation of
Against Against prescription drugs. Shareholder
6. Proposal relating to political
Against Against contributions. Shareholder
7. Proposal relating to product
Against Against availability in Canada. Shareholder
8. Proposal relating to the separation
of the roles of Chair & CEO and access
Against Against to pharmaceutical products. Shareholder
BARRICK GOLD
CORPORATION 4/28/05 10,000 067901108 ABX
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 13 Nominees Issuer
2. Resolution approving the appointment
of PriceWaterhouseCoopers LLP as the
auditors of Barrick and authorizing the
For For directors to fix their remuneration. Issuer
BRISTOL-MYERS
SQUIBB COMPANY 5/3/05 25,000 110122108 BMY
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
PROXY VOTING RECORD
Name of Fund: The Primary Trend Fund
Period: July 1, 2004 - June 30, 2005
Company Name Meeting Date Shares Voted CUSIP Ticker
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For For 1. DIRECTORS/All 7 Nominees Issuer
2. Ratification of independent
For For registered public accounting firm Issuer
3. Approval of restated certificate of
For For incorporation Issuer
Against Against 4. Political contributions Shareholder
Against Against 5. HIV/AIDS-TB-Malaria Shareholder
Against Against 6. Animal Testing Shareholder
7. Separation of Chairman and CEO
Against Against positions Shareholder
Against Against 8. Restatement situations Shareholder
Against Against 9. Restricted stock Shareholder
Against Against 10. Director vote threshold Shareholder
OCCIDENTAL
PETROLEUM 5/6/05 10,000 674599105 OXY
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 12 Nominees Issuer
2. Ratification of the selection of KPMG
For For as independent auditors Issuer
3. Approval of 2005 long-term incentive
For For plan Issuer
4. Stockholder statements opposing board
Against Against sponsored proposals Shareholder
5. Vote regarding future golden
Against Against parachutes Shareholder
CHUBB
CORPORATION 4/26/05 6,000 171232101 CB
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 13 Nominees Issuer
2. Ratification of the appointment of
For For Ernst & Young LLP as independent auditor Issuer
E.I. DU PONT
DE NEMOURS AND
COMPANY 4/27/05 10,000 263534109 DD
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 11 Nominees Issuer
2. Ratification of independent
For For registered public accounting firm Issuer
PROXY VOTING RECORD
Name of Fund: The Primary Trend Fund
Period: July 1, 2004 - June 30, 2005
Company Name Meeting Date Shares Voted CUSIP Ticker
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Against Against 3. On government service Shareholder
Against Against 4. On international workplace standards Shareholder
Against Against 5. On executive compensation Shareholder
Against Against 6. On animal testing Shareholder
Against Against 7. On genetically modified food Shareholder
Against Against 8. On performance-based options Shareholder
Against Against 9. On disclosure of PFOA costs Shareholder
ABBOTT
LABORATORIES 4/22/05 6,000 002824100 ABT
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 14 Nominees Issuer
2. Ratification of Deloitte & Touche LLP
For For as auditors Issuer
Against Against 3. Proposal - executive compensation Shareholder
Against Against 4. Proposal - performance based options Shareholder
Against Against 5. Proposal - in vitro testing Shareholder
Against Against 6. Proposal - political contributions Shareholder
7. Proposal - HIV/AIDS-TB-Malaria
Against Against pandemics Shareholder
8. Proposal - separating the roles of
Against Against Chair and CEO Shareholder
THE ALLSTATE
CORPORATION 5/17/05 9,000 020002101 ALL
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 12 Nominees Issuer
2. Appointment of Deloitte & Touche LLP
For For as independent Auditors for 2005 Issuer
3. Provide cumulative voting for Board
Against Against of Directors Shareholder
TUPPERWARE
CORPORATION 5/11/05 15,000 899896104 TUP
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 4 Nominees Issuer
PROXY VOTING RECORD
Name of Fund: The Primary Trend Fund
Period: July 1, 2004 - June 30, 2005
Company Name Meeting Date Shares Voted CUSIP Ticker
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2. Proposal to ratify the appointment of
For For independent auditors Issuer
3. Proposal to amend the Tupperware
For For Corporation director stock plan Issuer
JOHNSON &
JOHNSON 4/28/05 7,000 478160104 JNJ
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 12 Nominees Issuer
2. Approval of 2005 long-term incnetive
For For plan Issuer
3. Ratification of appointment of
PriceWaterhouseCoopers as independent
For For auditors. Issuer
AQUA
AMERICA, INC. 5/19/05 10,000 03836W103 WTR
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 2 Nominees Issuer
TRIBUNE
COMPANY 5/18/05 12,000 896047107 TRB
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 4 Nominees Issuer
2. Ratification of independent public
For For accountants Issuer
PARTNERRE LTD. 5/10/05 8,000 G6852T105 PRE
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 4 Nominees Issuer
2. Approve the PartnerRe Ltd. 2005
employee equity plan and the reservation
of 1,000,000 additional common shares
for issuance under the 2005 employee
For For equity plan. Issuer
3. Approve an increase in the authorized
share capital of the company from
US$150,000,000 to US$200,000,000 by the
creation of 50,000,000 undesignated
For For shares par value US$1.00 per share. Issuer
PROXY VOTING RECORD
Name of Fund: The Primary Trend Fund
Period: July 1, 2004 - June 30, 2005
Company Name Meeting Date Shares Voted CUSIP Ticker
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4. Re-appoint Deloitte & Touche, the
independent registered public accounting
firm, as the company's independent
auditors for the ensuing period enidng
with the 2006 annual general meeting and
to refer the determination of auditors'
For For remuneration to the board of directors. Issuer
5. Consider and take action with respect
to such other matters as may properly
come before the annual general meeting
or any adjournment of adjournments
For For thereof. Issuer
MCDONALD'S
CORPORATION 5/11/05 15,000 580135101 MCD
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 5 Nominees Issuer
2. Approval of the independent
For For registered public accounting firm Issuer
3. Approval of a shareholder proposal
relating to genetic engineering of food
Against Against and seed Shareholder
FORD MOTOR
COMPANY 5/12/05 21,000 345370860 F
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 15 Nominees Issuer
2. Ratification of selection of
independent registered public accounting
For For firm Issuer
3. Relating to Disclosure of officers'
Against Against compensation Shareholder
4. Relating to the company reporting on
Against Against cafe lobbying efforts Shareholder
5. Relating to limiting certain
Against Against compensation for named executives Shareholder
6. Relating to tying executive
compensation to a reduction of lifetime
Against Against product greenhoue gas emissions Shareholder
7. Relating to consideration of
recapitalization plan to provide that
Against Against all company stock have one vote per share Shareholder
PROXY VOTING RECORD
Name of Fund: The Primary Trend Fund
Period: July 1, 2004 - June 30, 2005
Company Name Meeting Date Shares Voted CUSIP Ticker
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8. Relating to estalishing a committee
of the board of directors to evaluate
Against Against any conflict of interest Shareholder
CALPINE
CORPORATION 5/25/05 75,000 131347106 CPN
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 3 Nominees Issuer
2. To act upon a proposal to amend the
company's amended and restated
certificate of incorporation to
For For declassify the election of the board Issuer
3. To ratify the appointment of
PriceWaterhouseCoopers LLP as
independent accounts for the company for
For For the fiscal year ending December 31, 2005 Issuer
THE HOME
DEPOT, INC. 5/26/05 6,000 437076102 HD
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 12 Nominees Issuer
2. Company proposal to ratify the
appointment of KPMG LLP as independent
registered public accounting firm for
For For fiscal 2005 Issuer
3. Company proposal to amend the sixth
article of the company's certficiate of
For For incorporation Issuer
4. Company proposal to approve The Home
Depot, Inc. 2005 omnibus stock incentive
For For plan Issuer
5. Stockholder proposal regarding
Against Against employment diversity report disclosure Shareholder
6. Stockholder proposal regarding method
Against Against of voting Shareholder
7. Stockholder proposal regarding
Against Against nondeductibe compensation Shareholder
8. Stockholder proposal regarding future
Against Against severance agreements Shareholder
9. Stockholder proposal regarding
performance and time-based restricted
Against Against shares Shareholder
10. Stockholder proposal regarding
Against Against performance-based options Shareholder
PROXY VOTING RECORD
Name of Fund: The Primary Trend Fund
Period: July 1, 2004 - June 30, 2005
Company Name Meeting Date Shares Voted CUSIP Ticker
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11. Stockholder proposal regarding
Against Against political nonpartisanship Shareholder
MATTEL, INC. 5/19/05 10,000 577081102 MAT
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 10 Nominees Issuer
2. Ratification of the selectin of
PriceWaterhouseCoopers
LLP as Mattel's
independent rgistered
public accounting firm
for the year ending
December 31,
For For 2005 Issuer
3. Approval of the Mattel, Inc. 2005
For For equity compensation plan Issuer
4. Stockholder proposal regarding golden
Against Against parachute vote provision Shareholder
5. Stockholder proposal regarding
Against Against certain reports by the board of directors Shareholder
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.
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By (Signature and Title) /s/ Lilli Gust
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President and Treasurer
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Date August 10, 2005
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