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, WI 53202
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(Address of principal executive offices) (Zip code)
Arnold Investment Counsel, Inc., 700 North Water Street, Milwaukee, WI 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, 2005 - June 30, 2006
ITEM 1. PROXY VOTING RECORD
PROXY VOTING RECORD
Name of Fund: The Primary Trend Fund
Period: July 1, 2005 - June 30, 2006
Company Name Meeting Date Shares Voted CUSIP Ticker
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GENERAL MILLS, INC. 9/26/05 10,000 370334104 GIS
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 12 Nominees Issuer
For For 2. Ratify the appointment of
KPMG LLP as General Mills'
independent registered
public accounting firm Issuer
For For 3. Adopt the 2005 stock
compensation plan Issuer
Against Against 4. Stockholder proposal
regarding sale of General Mills Shareholder
DARDEN RESTAURANTS, INC. 9/21/05 15,000 237194105 DRI
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 14 Nominees Issuer
For For 2. Ratification of appointment
of KPMG LLP as our independent
registered public accounting
firm for the fiscal year
ending May 28, 2006 Issuer
THE MARCUS CORPORATION 10/6/05 16,000 566330106 MCS
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 10 Nominees Issuer
ARCHER-DANIELS-MIDLAND CO. 11/3/05 31,728 039483102 ADM
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 9 Nominees Issuer
Against Against 2. Adopt stockholder's Proposal
No. 1 (Report on impacts
of genetically engineered food) Shareholder
MICROSOFT CORP. 11/9/05 10,000 594918104 MSFT
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 10 Nominees Issuer
For For 2. Ratification of the selection
of Deloitte & Touche LLP as
the company's independent auditor Issuer
CAMPBELL SOUP CO. 11/18/05 5,000 134429109 CPB
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 17 Nominees Issuer
For For 2. Ratification of appointment
of the Indepependent Registered
Public Accounting Firm Issuer
For For 3. Approval of the 2005 Long-Term
Incentive Plan Issuer
GANNETT CO., INC. 4/18/06 6,000 364730101 GCI
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 3 Nominees Issuer
For For 2. Proposal to ratify Ernst &
Young LLP as the Company's
independent registered public
accounting firm for the 2006
fiscal year Issuer
For For 3. Proposal to re-approve the
material terms of the performance
measures in the Company's 2001
omnibus incentive compensation plan Issuer
Against Against 4. Proposal concerning annual
election of directors Shareholder
Against Against 5. Proposal concerning independent
board chairman Shareholder
WAUSAU PAPER CORP. 4/20/06 12,000 943315101 WPP
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
- --------- --------------- --------- -------------------------------------
For For 1. DIRECTORS/All 2 Nominees Issuer
GENERAL ELECTRIC CO. 4/26/06 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. Ratification of selection
of independent auditor Issuer
Against Against 1. Cumulative voting Shareholder
Against Against 2. Curb over-extended directors Shareholder
Against Against 3. One director from the
ranks of retirees Shareholder
Against Against 4. Independent board chairman Shareholder
Against Against 5. Director election majority
vote standard Shareholder
Against Against 6. Report on global warming science Shareholder
AT&T, INC. 4/28/06 15,000 00206R102 T
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 17 Nominees Issuer
For For 2. Approve appointment of
independent auditors Issuer
For For 3. Approve 2006 incentive plan Issuer
For For 4. Approve amendment to
restated certificate of
incorporation Issuer
Against Against 5. Stockholder Proposal A -
Political contributions report Shareholder
Against Against 6. Stockholder Proposal B -
Independent board chairman Shareholder
Against Against 7. Stockholder Proposal C -
SBC Executive compensation Shareholder
Against Against 8. Stockholder Proposal D -
SBC Director compensation Shareholder
Against Against 9. Stockholder Proposal E -
Amend company by-laws to require
Board of Directors seek
shareowner ratification of
any Severance Agreement with
any Officer that provides
Severance Benefits with a total
present value exceeding 2.99
times the sum of the Officer's
base salary plus target bonus Shareholder
Against Against 10.Stockholder Proposal F -
Adopt simple majority vote Shareholder
UNITED TECHNOLOGIES CORP. 4/12/06 11,160 913017109 UTX
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 13 Nominees Issuer
For For 2. Appointment of independent auditors Issuer
For For 3. Approval of amendment to UTC's
restated ccate of incorporation Issuer
Against Against 4. Proposal: Director term limits Shareholder
Against Against 5. Proposal: Foreign military sales Shareholder
ELI LILLY AND COMPANY 4/24/06 7,000 532457108 LLY
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 4 Nominees Issuer
For For 2. Ratification of the appointment
by the Audit Committee of the
board of directors of Ernst
& Young LLP as principal
independent auditors for 2006 Issuer
Against Against 3. Proposal on extending the
Company's animal care and use
policy to contract labs Shareholder
Against Against 4. Proposal on separating the
roles of Chairman and Chief
Executive Officer Shareholder
Against Against 5. Proposal on annual election
of each director Shareholder
Against Against 6. Proposal on election of
directors by majority vote Shareholder
BP, P.L.C. 4/20/06 6,998 055622104 BP
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 16 Nominees Issuer
For For 2. To receive the directors'
annual report and the accounts Issuer
For For 3. To approve the directors'
remuneration report Issuer
For For 4. To re-appoint Ernst & Young LLP
as auditors authorize the
board to set their remuneration Issuer
For For 5. Special resolution: To give
limited authority for the
purchase of its own shares
by the company Issuer
For For 6. To give authority to allot
shares up to a specified amount Issuer
For For 7. Speical resolution: To give
authority to allot a limited
number of shares for cash
without making an offer
to shareholders Issuer
ANHEUSER-BUSCH COMPANIES, INC. 4/26/06 15,000 035229103 BUD
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 5 Nominees Issuer
For For 2. Amendment of the restated
certificate of incorporation Issuer
For For 3. Approval of 2006 restricted
stock plan for non-employee
directors Issuer
For For 4. Approval of independent
registered public accounting firm Issuer
E.I. DU PONT DE NEMOURS 4/26/06 14,000 263534109 DD
AND COMPANY
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 11 Nominees Issuer
For For 2. On ratification of independent
registered public accounting firm Issuer
Against Against 3. On executive compensation Shareholder
Against Against 4. On genetically modified food Shareholder
Against Against 5. On performance-based compensation Shareholder
Against Against 6. On reporting PFOA compounds
used in du Pont products and
phase-out of such products Shareholder
Against Against 7. On chemical facility security Shareholder
JOHNSON & JOHNSON 4/27/06 7,000 478160104 JNJ
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 13 Nominees Issuer
For For 2. Approval of amendments to the
restated certificate of
incorporation Issuer
For For 3. Ratification of appointment of
PriceWaterhouseCoopers as
independent registered public
accounting firm Issuer
Against Against 4. Proposal on charitable
contributions Shareholder
Against Against 5. Proposal on majority voting
requirements for director nominees Shareholder
PFIZER, INC. 4/27/06 15,000 717081103 PFE
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 13 Nominees Issuer
For For 2. Ratify the appointment of KPMG
LLP as independent registered
public accounting firm for 2006 Issuer
For For 3. Management proposal to amend
company's restated certificate of
incorporation to eliminate
supermajority vote requirements
and fair price provision Issuer
Against Against 4. Proposal relating to term
limits for directors Shareholder
Against Against 5. Proposal requesting reporting
on pharmaceutical price restraint Shareholder
Against Against 6. Proposal relating to cumulative voting Shareholder
Against Against 7. Proposal requesting separation
of roles of Chairman and CEO Shareholder
Against Against 8. Proposal requesting a report
on political contributions Shareholder
Against Against 9. Proposal requesting a report on
the feasibility of amending Pfizer's
corporate policy on laboratory
animal care and use Shareholder
Against Against 10.Proposal requesting
justification for financial
contributions which advance
animal-based testing methodologies Shareholder
BRISTOL-MYERS SQUIBB CO. 5/2/06 25,000 110122108 BMY
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 9 Nominees Issuer
For For 2. Ratification of independent
registered public acccounting firm Issuer
Against Against 3. Executive compensation disclosure Shareholder
Against Against 4. Cumultive voting Shareholder
Against Against 5. Recoup unearned managemnt bonuses Shareholder
Against Against 6. Animal treatment Shareholder
Against Against 7. Term limits of board members Shareholder
OCCIDENTAL PETROLEUM CORPORATION5/5/06 6,000 674599105 OXY
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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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 increase in Authorized
Capital Stock Issuer
Against Against 4. Limit on executive compensation Shareholder
Against Against 5. Scientific report on global
warming/cooling Shareholder
Against Against 6. Election of directors by majority vote Shareholder
SCHERING-PLOUGH CORP. 5/19/06 30,000 806605101 SGP
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 5 Nominees Issuer
For For 2. Ratify the designation of
Deloitte & Touche LLP to audit
the books and accounts for 2006 Issuer
For For 3. Approve amendments to governing
instruments to provide for the
annual election of directors Issuer
For For 4. Approve the directors compensation plan Issuer
For For 5. Approve the 2006 stock incentive plan Issuer
Against Against 6. Proposal on majority vote standard
for the election of directors in
certificate of incorporation Shareholder
Against Against 7. Proposal on majority vote on the
greatest number of governance
issues practicable Shareholder
CHUBB CORPORATION 4/25/06 6,000 171232101 CB
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 13 Nominees Issuer
For For 2. Vote on the adoption of the
Chubb Corp. annual incentive
compensation plan (2006) Issuer
For For 3. Rafity the appointment of
Ernst & Young LLP as
independent auditor Issuer
Against Against 4. Vote on proposal regarding
the manner in which directors
are elected Shareholder
Against Against 5. Vote on proposal regarding
political contributions Shareholder
ABBOTT LABORATORIES 4/28/06 12,000 002824100 ABT
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 13 Nominees Issuer
For For 2. Ratification of Deloitte &
Touche LLP as auditors Issuer
Against Against 3. Proposal - Pay-for-superior-performance Shareholder
Against Against 4. Proposal - Political contributions Shareholder
Against Against 5. Proposal - The roles of Chair & CEO Shareholder
TRIBUNE COMPANY 5/2/06 19,000 896047107 TRB
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 4 Nominees Issuer
For For 2. Ratification of independent accountants Issuer
Against Against 3. Proposal concerning Tribune's
classified board of directors Shareholder
WASTE MANAGEMENT, INC. 5/5/06 15,000 94106L109 WMI
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 8 Nominees Issuer
For For 2. Ratify the appointment of
Ernst & Young LLP as the
independent registered
public accounting firm for 2006 Issuer
For For 3. Amend the Company's 1997
employee stock purchase plan
to increase the number of
shares authorized for
issuance under the plan Issuer
Against Against 4. Proposal relating to election
of directors by majority vote,
if properly presented at the meeting Shareholder
THE ALLSTATE CORPORATION 5/16/06 9,000 020002101 ALL
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 11 Nominees Issuer
For For 2. Appointment of Deloitte &
Touche LLP as independent
auditors for 2006 Issuer
For For 3. Approval of the amended
and restated 2001 equity
incentive plan Issuer
For For 4. Approval of the 2006 equity
compensation plan or non-employee
directors Issuer
Against Against 5. Provide for director election
majority vote standard Shareholder
Against Against 6. Provide for simple majority vote
PARTNERRE LTD. 5/12/05 8,000 G6852T105 PRE
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 3 Nominees Issuer
For For 2. Re-appoint Deloitte & Touche,
the independent registered
public accounting firm, as the
Company's independent auditors
for the ensuing period ending
with the 2007 annual general
meeting and to refer the
determination of auditors'
remuneration to the board
of directors Issuer
For For 3. Consider and take action
with respect to such other
matters as may properly come
before the annual general
meeting or any adjournment
or adjournments thereof Issuer
AQUA AMERICA, INC. 5/17/06 13,333 03836W103 WTR
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 3 Nominees Issuer
FAMOUS DAVE'S OF AMERICA, INC. 5/10/06 10,000 307068106 DAVE
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 6 Nominees Issuer
MCDONALD'S CORPORATION 5/25/06 11,000 580135101 MCD
Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder
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For For 1. DIRECTORS/All 6 Nominees Issuer
For For 2. Approval of the independent
registered public accounting firm Issuer
Against Against 3. Shareholder proposal relating
to shareholder approval of future
severance agreements Shareholder
Against Against 4. Shareholder proposal relating
to labeling of genetically
engineered products 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 /s/:Lilli Gust, President and Treasurer
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Date July 31, 2006
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