. . . UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0582 WASHINGTON, DC 20549 Expires: March 31, 2006 Estimated average burden FORM N-PX hours per response..14.4 ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number --------------------------------------------- Phoenix Equity Series - ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 101 Munson Street, Greenfield, MA 01301 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) John Flores, Esq. Phoenix Life Insurance Co., One American Row, Hartford, CT 06102 - ------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 800-243-1574 --------------------------- Date of fiscal year end: 8/31 ------------------- Date of reporting period: 7/1/04-6/30/05 ------------------ 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 (Sections 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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-08245 Reporting Period: 07/01/2004 - 06/30/2005 Phoenix Equity Series Fund ==================== PHOENIX-OAKHURST GROWTH & INCOME FUND ===================== 3M COMPANY Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 10, 2005 Meeting Type: ANNUAL Record Date: MAR 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE APPOINTMENT OF FOR FOR Management PRICEWATERHOUSECOOPERS AS 3M'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 APPROVAL OF THE 2005 MANAGEMENT STOCK FOR FOR Management OWNERSHIP PROGRAM 4 STOCKHOLDER PROPOSAL RELATING TO ANIMAL FOR AGAINST Shareholder TESTING 5 STOCKHOLDER PROPOSAL RELATING TO FOR AGAINST Shareholder OPERATIONS IN CHINA - -------------------------------------------------------------------------------- ACCENTURE LTD BERMUDA Ticker: ACN Security ID: G1150G111 Meeting Date: FEB 2, 2005 Meeting Type: Annual Record Date: DEC 6, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joe W. Forehand For For Management 1.2 Elect Director Blythe J. Mcgarvie For For Management 1.3 Elect Director Sir Mark Moody-Stuart For For Management 2 APPROVAL OF BYE-LAW AMENDMENTS TO For For Management RELOCATE INTO THE BYE-LAWS EXISTING CONTRACTUAL RESTRICTIONS APPLICABLE TO CLASS A COMMON SHARES OF PARTNERS AND FORMER PARTNERS BENEFICIALLY OWNED BY THEM PRIOR TO ACCENTURE S INITIAL PUBLIC OFFERING. 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ADTRAN, INC. Ticker: ADTN Security ID: 00738A106 Meeting Date: MAY 18, 2005 Meeting Type: ANNUAL Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFY THE APPOINTMENT OF FOR FOR Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005. 3 APPROVE THE ADTRAN, INC. 2005 DIRECTORS FOR FOR Management STOCK OPTION PLAN. - -------------------------------------------------------------------------------- AETNA INC. Ticker: AET Security ID: 00817Y108 Meeting Date: APR 29, 2005 Meeting Type: ANNUAL Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVAL OF INDEPENDENT REGISTERED PUBLIC FOR FOR Management ACCOUNTING FIRM 3 APPROVAL OF 2000 STOCK INCENTIVE PLAN FOR FOR Management PERFORMANCE CRITERIA 4 APPROVAL OF 2001 ANNUAL INCENTIVE PLAN FOR FOR Management PERFORMANCE CRITERIA 5 SHAREHOLDER PROPOSAL ON CUMULATIVE VOTING AGAINST FOR Shareholder 6 SHAREHOLDER PROPOSAL ON STOCK OPTION AGAINST FOR Shareholder EXPENSING - -------------------------------------------------------------------------------- AFLAC INCORPORATED Ticker: AFL Security ID: 001055102 Meeting Date: MAY 2, 2005 Meeting Type: CONTESTED ANNUAL Record Date: FEB 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF APPOINTMENT OF KPMG LLP FOR FOR Management AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. - -------------------------------------------------------------------------------- AGILENT TECHNOLOGIES INC. Ticker: A Security ID: 00846U101 Meeting Date: MAR 1, 2005 Meeting Type: Annual Record Date: JAN 3, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Heidi Kunz For For Management 1.2 Elect Director David M. Lawrence, M.D. For For Management 1.3 Elect Director A. Barry Rand For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- ALCON, INC. Ticker: ACL Security ID: H01301102 Meeting Date: MAY 3, 2005 Meeting Type: ANNUAL Record Date: MAR 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE 2004 ANNUAL REPORT AND null null Management ACCOUNTS OF ALCON, INC. AND THE 2004 CONSOLIDATED FINANCIAL STATEMENTS OF ALCON, INC. AND SUBSIDIARIES 2 APPROPRIATION OF AVAILABLE EARNINGS AND null null Management PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE FINANCIAL AR 2004 3 DISCHARGE OF THE MEMBERS OF THE BOARD OF null null Management DIRECTORS 4A ELECTION TO THE BOARD OF DIRECTORS OF : null null Management THOMAS G. PLASKETT 4B ELECTION TO THE BOARD OF DIRECTORS OF: null null Management WOLFGANG H. REICHENBERGER 4C ELECTION TO THE BOARD OF DIRECTORS OF : null null Management CARY RAYMENT 5 ELECTION OF KPMG KLYNVELD PEAT MARWICK null null Management GOERDELER SA, ZURICH, AS GROUP AND PARENT COMPANY AUDITORS 6 ELECTION OF ZENSOR REVISIONS AG, ZUG, AS null null Management SPECIAL AUDITORS - -------------------------------------------------------------------------------- ALLTEL CORPORATION Ticker: AT Security ID: 20039103 Meeting Date: APR 21, 2005 Meeting Type: ANNUAL Record Date: FEB 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF APPOINTMENT OF FOR FOR Management INDEPENDENT AUDITORS - -------------------------------------------------------------------------------- AMERISOURCEBERGEN CORP Ticker: ABC Security ID: 03073E105 Meeting Date: MAR 4, 2005 Meeting Type: Annual Record Date: JAN 10, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rodney H. Brady For Did Not Management Vote 1.2 Elect Director Charles H. Cotros For Did Not Management Vote 1.3 Elect Director Jane E. Henney, M.D. For Did Not Management Vote 1.4 Elect Director R. David Yost For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote - -------------------------------------------------------------------------------- AON CORPORATION Ticker: AOC Security ID: 037389103 Meeting Date: MAY 20, 2005 Meeting Type: ANNUAL Record Date: MAR 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF APPOINTMENT OF ERNST & FOR FOR Management YOUNG LLP AS AON'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. - -------------------------------------------------------------------------------- APPLE COMPUTER, INC. Ticker: AAPL Security ID: 37833100 Meeting Date: APR 21, 2005 Meeting Type: ANNUAL Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO APPROVE THE APPLE COMPUTER, INC. FOR FOR Management PERFORMANCE BONUS PLAN. 3 TO APPROVE AMENDMENTS TO THE 2003 FOR FOR Management EMPLOYEE STOCK OPTION PLAN, INCLUDING AN INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER BY 49 MILLION SHARES. 4 TO APPROVE AN AMENDMENT TO THE EMPLOYEE FOR FOR Management STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER BY 2 MILLION SHARES. 5 TO RATIFY THE APPOINTMENT OF KPMG LLP AS FOR FOR Management INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2005. - -------------------------------------------------------------------------------- APPLERA CORP Ticker: CRA Security ID: 038020103 Meeting Date: OCT 21, 2004 Meeting Type: Annual Record Date: AUG 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Ayers For For Management 1.2 Elect Director Jean-Luc Belingard For For Management 1.3 Elect Director Robert H. Hayes For For Management 1.4 Elect Director Arnold J. Levine For For Management 1.5 Elect Director William H. Longfield For For Management 1.6 Elect Director Theodore E. Martin For For Management 1.7 Elect Director Carolyn W. Slayman For For Management 1.8 Elect Director Orin R. Smith For For Management 1.9 Elect Director James R. Tobin For For Management 1.10 Elect Director Tony L. White For For Management 2 Ratify Auditors For For Management 3 Amend Employee Stock Purchase Plan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- ARCHER-DANIELS-MIDLAND COMPANY Ticker: ADM Security ID: 039483102 Meeting Date: NOV 4, 2004 Meeting Type: Annual Record Date: SEP 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director G. Allen Andreas For For Management 1.2 Elect Director Alan L. Boeckmann For For Management 1.3 Elect Director Mollie Hale Carter For For Management 1.4 Elect Director Roger S. Joslin For For Management 1.5 Elect Director Patrick J. Moore For For Management 1.6 Elect Director M. Brian Mulroney For For Management 1.7 Elect Director Thomas F. O'Neill For For Management 1.8 Elect Director O.G. Webb For For Management 1.9 Elect Director Kelvin R. Westbrook For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Employee Stock Purchase Plan For For Management 4 Report on Genetically Engineered Products Against Against Shareholder - -------------------------------------------------------------------------------- AT&T CORP. Ticker: T Security ID: 001957505 Meeting Date: JUN 30, 2005 Meeting Type: ANNUAL Record Date: MAY 27, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 ADOPT THE MERGER AGREEMENT AMONG SBC, FOR FOR Management AT&T AND MERGER SUB 1A ADJOURNMENT TO PERMIT FURTHER FOR FOR Management SOLICITATION OF PROXIES IN FAVOR OF ITEM 1 2 DIRECTOR FOR FOR Management 3 RATIFICATION OF AUDITORS FOR FOR Management 4 NO FUTURE STOCK OPTIONS FOR AGAINST Shareholder 5 LINK RESTRICTED STOCK UNIT VESTING TO FOR AGAINST Shareholder PERFORMANCE 6 EXECUTIVE COMPENSATION FOR AGAINST Shareholder 7 POISON PILL AGAINST FOR Shareholder 8 SHAREHOLDER APPROVAL OF FUTURE SERPS FOR AGAINST Shareholder 9 SHAREHOLDER RATIFICATION OF SERVERANCE FOR AGAINST Shareholder AGREEMENTS - -------------------------------------------------------------------------------- AUTODESK, INC Ticker: ADSK Security ID: 052769106 Meeting Date: JUN 23, 2005 Meeting Type: ANNUAL Record Date: MAY 2, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 PROPOSAL TO APPROVE AUTODESK'S 2006 STOCK FOR FOR Management PLAN AND THE RESERVATION OF 25,000,000 SHARES OF AUTODESK'S COMMON STOCK FOR ISSUANCE THEREUNDER. 3 PROPOSAL TO APPROVE AUTODESK'S AMENDED FOR FOR Management AND RESTATED CERTIFICATE OF INCORPORATION, INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 400 MILLION SHARES TO 750 MILLION SHARES. 4 PROPOSAL TO APPROVE AUTODESK'S EXECUTIVE FOR FOR Management INCENTIVE PLAN. 5 PROPOSAL TO RATIFY THE APPOINTMENT OF FOR FOR Management ERNST & YOUNG LLP AS AUTODESK'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2006. - -------------------------------------------------------------------------------- AUTOLIV, INC. Ticker: ALV Security ID: 52800109 Meeting Date: APR 26, 2005 Meeting Type: ANNUAL Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVAL OF ERNST & YOUNG AB AS FOR FOR Management INDEPENDENT AUDITORS OF THE COMPANY. - -------------------------------------------------------------------------------- AVAYA INC Ticker: AV Security ID: 053499109 Meeting Date: FEB 15, 2005 Meeting Type: Annual Record Date: DEC 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Philip A. Odeen For For Management 1.2 Elect Director Hellene S. Runtagh For For Management 1.3 Elect Director Paula Stern For For Management 1.4 Elect Director Richard F. Wallman For For Management - -------------------------------------------------------------------------------- AVNET, INC. Ticker: AVT Security ID: 053807103 Meeting Date: NOV 11, 2004 Meeting Type: Annual Record Date: SEP 13, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eleanor Baum For For Management 1.2 Elect Director J. Veronica Biggins For For Management 1.3 Elect Director Lawrence W. Clarkson For For Management 1.4 Elect Director Ehud Houminer For For Management 1.5 Elect Director James A. Lawrence For For Management 1.6 Elect Director Frank R. Noonan For For Management 1.7 Elect Director Ray M. Robinson For For Management 1.8 Elect Director Gary L. Tooker For For Management 1.9 Elect Director Roy Vallee For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 60505104 Meeting Date: APR 27, 2005 Meeting Type: ANNUAL Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF INDEPENDENT PUBLIC FOR FOR Management ACCOUNTANTS 3 STOCKHOLDER PROPOSAL - POLITICAL AGAINST FOR Shareholder CONTRIBUTIONS 4 STOCKHOLDER PROPOSAL - NOMINATION OF FOR AGAINST Shareholder DIRECTORS - -------------------------------------------------------------------------------- BANK OF HAWAII CORPORATION Ticker: BOH Security ID: 62540109 Meeting Date: APR 29, 2005 Meeting Type: ANNUAL Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVAL OF BANK OF HAWAII CORPORATION FOR FOR Management AMENDED AND RESTATED DIRECTOR STOCK COMPENSATION PLAN. 3 RATIFICATION OF SELECTION OF INDEPENDENT FOR FOR Management REGISTERED PUBLIC ACCOUNTING FIRM. - -------------------------------------------------------------------------------- BAUSCH & LOMB INCORPORATED Ticker: BOL Security ID: 71707103 Meeting Date: APR 26, 2005 Meeting Type: ANNUAL Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF PRICEWATERHOUSECOOPERS FOR FOR Management LLP AS INDEPENDENT ACCOUNTANTS FOR 2005 3A PROPOSAL TO AMEND THE COMPANY'S FOR FOR Management CERTIFICATE OF INCORPORATION AND BY-LAWS TO AUTHORIZE ANNUAL ELECTION OF ALL MEMBERS OF THE BOARD OF DIRECTORS (PROXY STATEMENT P. 23) 3B PROPOSAL TO AMEND THE COMPANY'S FOR FOR Management CERTIFICATE OF INCORPORATION AND BY-LAWS TO PERMIT SETTING THE NUMBER OF DIRECTORS BY A MAJORITY VOTE OF THE SHAREHOLDERS 3C PROPOSAL TO REMOVE PROVISIONS REGARDING AGAINST AGAINST Management FILLING OF NEWLY CREATED DIRECTORSHIPS AND VACANCIES ON THE BOARD OF DIRECTORS. 3D PROPOSAL TO AMEND THE COMPANY'S FOR FOR Management CERTIFICATE OF INCORPORATION AND BY-LAWS TO PERMIT REMOVAL OF DIRECTORS FOR CAUSE BY A MAJORITY VOTE OF THE SHAREHOLDERS. 3E PROPOSAL TO AMEND THE COMPANY'S FOR FOR Management CERTIFICATE OF INCORPORATION TO REMOVE SUPERMAJORITY VOTING PROVISIONS WITH RESPECT TO CERTAIN AMENDMENTS TO THE CERTIFICATE OF INCORPORATION - -------------------------------------------------------------------------------- BB&T CORPORATION Ticker: BBT Security ID: 54937107 Meeting Date: APR 26, 2005 Meeting Type: ANNUAL Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO RATIFY THE APPOINTMENT OF FOR FOR Management PRICEWATERHOUSECOOPERS LLP AS BB&T'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005. - -------------------------------------------------------------------------------- BECTON, DICKINSON AND COMPANY Ticker: BDX Security ID: 075887109 Meeting Date: FEB 1, 2005 Meeting Type: Annual Record Date: DEC 6, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Basil L. Anderson For For Management 1.2 Elect Director Gary A. Mecklenburg For For Management 1.3 Elect Director James E. Perrella For For Management 1.4 Elect Director Alfred Sommer For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Restore or Provide for Cumulative Voting Against For Shareholder - -------------------------------------------------------------------------------- BELLSOUTH CORPORATION Ticker: BLS Security ID: 79860102 Meeting Date: APR 25, 2005 Meeting Type: ANNUAL Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFY THE APPOINTMENT OF THE INDEPENDENT FOR FOR Management REGISTERED PUBLIC ACCOUNTING FIRM 3 SHAREHOLDER PROPOSAL RE: DISCLOSURE OF AGAINST FOR Shareholder POLITICAL CONTRIBUTIONS - -------------------------------------------------------------------------------- BEST BUY CO., INC. Ticker: BBY Security ID: 086516101 Meeting Date: JUN 23, 2005 Meeting Type: ANNUAL Record Date: JUN 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 PROPOSAL TO RATIFY THE APPOINTMENT OF FOR FOR Management DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. - -------------------------------------------------------------------------------- BLOCKBUSTER, INC. Ticker: BBI Security ID: 093679108 Meeting Date: JUL 20, 2004 Meeting Type: Annual Record Date: JUN 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael D. Fricklas For Withhold Management 1.2 Elect Director John L. Meufling For For Management 1.3 Elect Director Sumner M. Redstone For Withhold Management 2 Amend Articles/Bylaws/Charter-Non-Routine For Against Management 3 Amend Omnibus Stock Plan For Against Management 4 Approve Omnibus Stock Plan For Against Management 5 Amend Executive Incentive Bonus Plan For For Management 6 Amend Non-Employee Director Stock Option For For Management Plan 7 Amend Chairman's Award Plan For For Management 8 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY Security ID: 110122108 Meeting Date: MAY 3, 2005 Meeting Type: ANNUAL Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF INDEPENDENT REGISTERED FOR FOR Management PUBLIC ACCOUNTING FIRM 3 APPROVAL OF RESTATED CERTIFICATE OF FOR FOR Management INCORPORATION 4 POLITICAL CONTRIBUTIONS AGAINST FOR Shareholder 5 HIV/AIDS-TB-MALARIA AGAINST ABSTAIN Shareholder 6 ANIMAL TESTING AGAINST ABSTAIN Shareholder 7 SEPARATION OF CHAIRMAN AND CEO POSITIONS AGAINST ABSTAIN Shareholder 8 RESTATEMENT SITUATIONS AGAINST ABSTAIN Shareholder 9 RESTRICTED STOCK AGAINST ABSTAIN Shareholder 10 DIRECTOR VOTE THRESHOLD FOR AGAINST Shareholder - -------------------------------------------------------------------------------- CAPITAL ONE FINANCIAL CORPORATION Ticker: COF Security ID: 14040H105 Meeting Date: APR 28, 2005 Meeting Type: ANNUAL Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF ERNST & YOUNG LLP AS FOR FOR Management INDEPENDENT AUDITORS OF THE CORPORATION FOR 2005. 3 STOCKHOLDER PROPOSAL: DIRECTOR ELECTION FOR AGAINST Shareholder MAJORITY VOTE STANDARD. 4 STOCKHOLDER PROPOSAL: REPORT ON LONG-TERM FOR AGAINST Shareholder TARGETS FOR STOCK OPTIONS TO BE HELD BY EXECUTIVES. - -------------------------------------------------------------------------------- CEPHALON, INC. Ticker: CEPH Security ID: 156708109 Meeting Date: MAY 18, 2005 Meeting Type: ANNUAL Record Date: MAR 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF APPOINTMENT OF FOR FOR Management INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005. - -------------------------------------------------------------------------------- CHEVRONTEXACO CORPORATION Ticker: CVX Security ID: 166764100 Meeting Date: APR 27, 2005 Meeting Type: ANNUAL Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF INDEPENDENT REGISTERED FOR FOR Management PUBLIC ACCOUNTING FIRM 3 DIRECTORS' COMPENSATION FOR AGAINST Shareholder 4 EXECUTIVE SEVERANCE AGREEMENTS FOR AGAINST Shareholder 5 STOCK OPTION EXPENSING AGAINST FOR Shareholder 6 ANIMAL TESTING FOR AGAINST Shareholder 7 OIL & GAS DRILLING IN PROTECTED/SENSITIVE FOR AGAINST Shareholder AREAS 8 REPORT ON ECUADOR FOR AGAINST Shareholder - -------------------------------------------------------------------------------- CIGNA CORPORATION Ticker: CI Security ID: 125509109 Meeting Date: APR 27, 2005 Meeting Type: ANNUAL Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF APPOINTMENT OF FOR FOR Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS. 3 APPROVAL OF CIGNA LONG-TERM INCENTIVE FOR FOR Management PLAN. - -------------------------------------------------------------------------------- CINCINNATI FINANCIAL CORPORATION Ticker: CINF Security ID: 172062101 Meeting Date: APR 23, 2005 Meeting Type: ANNUAL Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFYING THE SELECTION OF DELOITTE & FOR FOR Management TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005. 3 APPROVING AN INCREASE IN THE AUTHORIZED FOR FOR Management SHARES OF COMMON STOCK. 4 ADOPTING CINCINNATI FINANCIAL CORPORATION FOR FOR Management STOCK OPTION PLAN NO. VIII. 5 APPROVING CINCINNATI FINANCIAL FOR FOR Management CORPORATION 2003 NON-EMPLOYEE DIRECTORS' STOCK PLAN. - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 18, 2004 Meeting Type: Annual Record Date: SEP 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director M. Michele Burns For For Management 1.3 Elect Director Larry R. Carter For For Management 1.4 Elect Director John T. Chambers For For Management 1.5 Elect Director Dr. James F. Gibbons For For Management 1.6 Elect Director Dr. John L. Hennessy For For Management 1.7 Elect Director Roderick C. McGeary For For Management 1.8 Elect Director James C. Morgan For For Management 1.9 Elect Director John P. Morgridge For For Management 1.10 Elect Director Donald T. Valentine For For Management 1.11 Elect Director Steven M. West For For Management 1.12 Elect Director Jerry Yang For For Management 2 Ratify Auditors For For Management 3 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- CITIGROUP Ticker: C Security ID: 172967101 Meeting Date: APR 19, 2005 Meeting Type: ANNUAL Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 PROPOSAL TO RATIFY THE SELECTION OF KPMG FOR FOR Management LLP AS CITIGROUP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005. 3 PROPOSAL TO APPROVE THE AMENDED AND FOR FOR Management RESTATED CITIGROUP 1999 STOCK INCENTIVE PLAN. THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSALS 4-10. 4 STOCKHOLDER PROPOSAL REQUESTING A CURB ON FOR AGAINST Shareholder EXECUTIVE COMPENSATION, NO FUTURE STOCK OPTION GRANTS AND NO RENEWALS OR EXTENSIONS OF OPTION PLANS 5 STOCKHOLDER PROPOSAL REQUESTING A REPORT AGAINST FOR Shareholder ON POLITICAL CONTRIBUTIONS. 6 STOCKHOLDER PROPOSAL REQUESTING THAT THE FOR AGAINST Shareholder CHAIRMAN OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES OR RESPONSIBILITIES. 7 STOCKHOLDER PROPOSAL REQUESTING THAT CEO FOR AGAINST Shareholder COMPENSATION BE LIMITED TO NO MORE THAN 100 TIMES THE AVERAGE COMPENSATION PAID TO THE COMPANY'S NON-MANAGERIAL WORKERS UNLESS PRIOR STOCKHOLDER APPROVAL IS GRANTED. 8 STOCKHOLDER PROPOSAL REQUESTING ELECTION FOR AGAINST Shareholder OF DIRECTOR NOMINEES BY A MAJORITY OF VOTES CAST. 9 STOCKHOLDER PROPOSAL REQUESTING A BY-LAW FOR AGAINST Shareholder AMENDMENT PROHIBITING THE PAYMENT OF NON-DEDUCTIBLE COMPENSATION TO ANY OFFICER UNLESS PRIOR STOCKHOLDER APPROVAL IS GRANTED. 10 STOCKHOLDER PROPOSAL REQUESTING THAT A FOR AGAINST Shareholder SIMPLE MAJORITY VOTE APPLY ON EACH ISSUE THAT CAN BE SUBJECT TO A SHAREHOLDER VOTE. - -------------------------------------------------------------------------------- CITIZENS COMMUNICATIONS COMPANY Ticker: CZN Security ID: 17453B101 Meeting Date: MAY 26, 2005 Meeting Type: ANNUAL Record Date: MAR 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO CONSIDER AND VOTE UPON AN AMENDMENT TO FOR FOR Management THE CITIZENS COMMUNICATIONS COMPANY AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN TO REMOVE THE 2,500,000 SHARE SUB-LIMIT FOR STOCK-BASED AWARDS OTHER THAN STOCK OPTIONS, WITHOUT INCREASING THE TOTAL NUMBER OF S 3 TO RATIFY THE APPOINTMENT OF KPMG LLP AS FOR FOR Management OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005. 4 TO TRANSACT ANY OTHER BUSINESS THAT MAY FOR FOR Management PROPERLY BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING. - -------------------------------------------------------------------------------- CNF INC. Ticker: CNF Security ID: 12612W104 Meeting Date: APR 19, 2005 Meeting Type: ANNUAL Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFY APPOINTMENT OF INDEPENDENT FOR FOR Management AUDITORS - -------------------------------------------------------------------------------- COMERICA INCORPORATED Ticker: CMA Security ID: 200340107 Meeting Date: MAY 17, 2005 Meeting Type: ANNUAL Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE APPOINTMENT OF ERNST FOR FOR Management & YOUNG LLP AS INDEPENDENT AUDITORS. - -------------------------------------------------------------------------------- COMPUTER SCIENCES CORPORATION Ticker: CSC Security ID: 205363104 Meeting Date: AUG 9, 2004 Meeting Type: Annual Record Date: JUN 11, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Irving W. Bailey, II For For Management 1.2 Elect Director Stephen L. Baum For For Management 1.3 Elect Director Rodney F. Chase For For Management 1.4 Elect Director Van B. Honeycutt For For Management 1.5 Elect Director William R. Hoover For For Management 1.6 Elect Director Leon J. Level For For Management 1.7 Elect Director F. Warren Mcfarlan For For Management 1.8 Elect Director James R. Mellor For For Management 1.9 Elect Director Thomas H. Patrick For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 5, 2005 Meeting Type: ANNUAL Record Date: MAR 10, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF APPOINTMENT OF ERNST & FOR FOR Management YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005 3 COMPENSATION LIMITATIONS FOR AGAINST Shareholder 4 DIRECTOR ELECTION VOTE STANDARD FOR AGAINST Shareholder - -------------------------------------------------------------------------------- CONSTELLATION ENERGY GROUP, INC. Ticker: CEG Security ID: 210371100 Meeting Date: MAY 20, 2005 Meeting Type: ANNUAL Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF PRICEWATERHOUSECOOPERS FOR FOR Management LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2005. - -------------------------------------------------------------------------------- CORN PRODUCTS INTERNATIONAL, INC. Ticker: CPO Security ID: 219023108 Meeting Date: MAY 18, 2005 Meeting Type: ANNUAL Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO APPROVE AMENDMENTS TO THE CORN FOR FOR Management PRODUCTS INTERNATIONAL, INC., 1998 STOCK INCENTIVE PLAN WHICH WILL BE REDESIGNATED AS THE CORN PRODUCTS INTERNATIONAL, INC. STOCK INCENTIVE PLAN. 3 TO REAPPROVE THE CORN PRODUCTS FOR FOR Management INTERNATIONAL, INC. ANNUAL INCENTIVE PLAN. 4 TO RATIFY THE APPOINTMENT OF KPMG LLP AS FOR FOR Management INDEPENDENT AUDITORS FOR THE COMPANY FOR 2005. - -------------------------------------------------------------------------------- CORNING INCORPORATED Ticker: GLW Security ID: 219350105 Meeting Date: APR 28, 2005 Meeting Type: ANNUAL Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVAL OF THE ADOPTION OF THE 2005 FOR FOR Management EMPLOYEE EQUITY PARTICIPATION PROGRAM. 3 PROPOSAL TO RATIFY THE APPOINTMENT OF FOR FOR Management PRICEWATERHOUSECOOPERS LLP AS CORNING'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005 - -------------------------------------------------------------------------------- COUNTRYWIDE FINANCIAL CORPORATION Ticker: CFC Security ID: 222372104 Meeting Date: JUN 15, 2005 Meeting Type: ANNUAL Record Date: APR 20, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO APPROVE THE COMPANY'S ANNUAL INCENTIVE FOR FOR Management PLAN, AS AMENDED AND RESTATED. 3 TO RATIFY THE APPOINTMENT OF KPMG LLP AS FOR FOR Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YAR ENDING DECEMBER 31, 2005. - -------------------------------------------------------------------------------- CSX CORPORATION Ticker: CSX Security ID: 126408103 Meeting Date: MAY 4, 2005 Meeting Type: ANNUAL Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPOINTMENT OF ERNST & YOUNG LLP AS FOR FOR Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 SHAREHOLDER PROPOSAL REGARDING FOR AGAINST Shareholder NON-DEDUCTIBLE EXECUTIVE COMPENSATION. 4 SHAREHOLDER PROPOSAL REGARDING MAJORITY FOR AGAINST Shareholder VOTE. - -------------------------------------------------------------------------------- DEERE & CO. Ticker: DE Security ID: 244199105 Meeting Date: FEB 23, 2005 Meeting Type: Annual Record Date: DEC 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John R. Block For For Management 1.2 Elect Director T. Kevin Dunnigan For For Management 1.3 Elect Director Dipak C. Jain For For Management 1.4 Elect Director Joachim Milberg For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- E*TRADE FINANCIAL CORP Ticker: ET Security ID: 269246104 Meeting Date: MAY 26, 2005 Meeting Type: ANNUAL Record Date: APR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO APPROVE THE 2005 EQUITY INCENTIVE FOR FOR Management PLAN. 3 TO APPROVE THE 2005 EXECUTIVE BONUS PLAN. FOR FOR Management 4 TO RATIFY THE SELECTION OF DELOITTE & FOR FOR Management TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY FOR FISCAL YEAR 2005. - -------------------------------------------------------------------------------- EARTHLINK, INC. Ticker: ELNK Security ID: 270321102 Meeting Date: MAY 3, 2005 Meeting Type: ANNUAL Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE APPOINTMENT OF ERNST FOR FOR Management & YOUNG LLP BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SERVE AS COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005. - -------------------------------------------------------------------------------- EASTMAN CHEMICAL COMPANY Ticker: EMN Security ID: 277432100 Meeting Date: MAY 5, 2005 Meeting Type: ANNUAL Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF APPOINTMENT OF FOR FOR Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS - -------------------------------------------------------------------------------- EASTMAN KODAK COMPANY Ticker: EK Security ID: 277461109 Meeting Date: MAY 11, 2005 Meeting Type: ANNUAL Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE AUDIT COMMITTEE'S FOR FOR Management SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS. 3 APPROVAL OF THE 2005 OMNIBUS LONG-TERM FOR FOR Management COMPENSATION PLAN. 4 APPROVAL OF AMENDMENT TO, AND RE-APPROVAL FOR FOR Management OF MATERIAL TERMS OF, THE EXECUTIVE COMPENSATION FOR EXCELLENCE AND LEADERSHIP PLAN. 5 APPROVAL OF AMENDMENT TO SECTION 5 OF THE FOR FOR Management RESTATED CERTIFICATE OF INCORPORATION REGARDING THE ELECTION OF DIRECTORS. 6 APPROVAL OF AMENDMENT TO SECTION 7 OF THE FOR FOR Management RESTATED CERTIFICATE OF INCORPORATION REGARDING CERTAIN DISPOSITIONS OF THE COMPANY. 7 APPROVAL OF AMENDMENT TO SECTION 8 OF THE FOR FOR Management RESTATED CERTIFICATE OF INCORPORATION TO REMOVE THE PROVISION REGARDING LOANS. - -------------------------------------------------------------------------------- EATON CORPORATION Ticker: ETN Security ID: 278058102 Meeting Date: APR 27, 2005 Meeting Type: ANNUAL Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE APPOINTMENT OF ERNST FOR FOR Management & YOUNG LLP AS INDEPENDENT AUDITORS FOR 2005. null null null null Management - -------------------------------------------------------------------------------- EMERSON ELECTRIC CO. Ticker: EMR Security ID: 291011104 Meeting Date: FEB 1, 2005 Meeting Type: Annual Record Date: NOV 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D.N. Farr For For Management 1.2 Elect Director C.A. Peters For For Management 1.3 Elect Director D.C. Farrell For For Management 1.4 Elect Director J.W. Prueher For For Management 1.5 Elect Director R.B. Horton For For Management 2 Approve Non-Employee Director Restricted For For Management Stock Plan 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management 5 Amend Equal Employment Policy Regarding Against For Shareholder Sexual Orientation - -------------------------------------------------------------------------------- EXXON MOBIL Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 25, 2005 Meeting Type: ANNUAL Record Date: APR 6, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF INDEPENDENT AUDITORS FOR FOR Management (PAGE 28). THE DIRECTORS RECOMMEND A VOTE "AGAINST" SHAREHOLDER PROPOSAL ITEM 3 THROUGH 10. 3 POLITICAL CONTRIBUTION (PAGE 30). AGAINST FOR Shareholder 4 BOARD COMPENSATION (PAGE 31). FOR AGAINST Shareholder 5 INDUSTRY EXPERIENCE (PAGE 32). FOR AGAINST Shareholder 6 ACEH SECURITY REPORT (PAGE 33) FOR AGAINST Shareholder 7 AMENDMENT OF EEO POLICY (PAGE 34). FOR AGAINST Shareholder 8 BIODIVERSITY IMPACT REPORT (PAGE 36). FOR AGAINST Shareholder 9 CLIMATE SCIENCE REPORT (PAGE 37). FOR AGAINST Shareholder 10 KYOTO COMPLIANCE REPORT (PAGE 40). FOR AGAINST Shareholder - -------------------------------------------------------------------------------- FISERV. INC Ticker: FISV Security ID: 337738108 Meeting Date: APR 6, 2005 Meeting Type: ANNUAL Record Date: FEB 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO RATIFY THE SELECTION OF DELOITTE & FOR FOR Management TOUCHE LLP AS THE REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM OF FISERV, INC. FOR 2005. 3 TO APPROVE THE FISERV, INC. EXECUTIVE FOR FOR Management INCENTIVE COMPENSATION PLAN, AS AMENDED AND RESTATED. 4 TO APPROVE THE FISERV, INC. STOCK OPTION FOR FOR Management AND RESTRICTED STOCK PLAN, AS AMENDED AND RESTATED. - -------------------------------------------------------------------------------- FORD MOTOR COMPANY Ticker: F Security ID: 345370860 Meeting Date: MAY 12, 2005 Meeting Type: ANNUAL Record Date: MAR 16, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF SELECTION OF INDEPENDENT FOR FOR Management REGISTERED PUBLIC ACCOUNTING FIRM 3 RELATING TO DISCLOSURE OF OFFICERS' FOR AGAINST Shareholder COMPENSATION 4 RELATING TO THE COMPANY REPORTING ON CAF FOR AGAINST Shareholder LABBYING EFFORTS 5 RELATING TO LIMITING CERTAIN COMPENSATION FOR AGAINST Shareholder FOR NAMED EXECUTIVES 6 RELATING TO TYING EXECUTIVE COMPENSATION FOR AGAINST Shareholder TO A REDUCTION OF LIFETIME PRODUCT GREENHOUSE GAS EMISSIONS 7 RELATING TO CONSIDERATION OF FOR AGAINST Shareholder RECAPITALIZATION PLAN TO PROVIDE THAT ALL COMPANY STOCK HAVE ONE VOTE PER SHARE 8 RELATING TO ESTABLISHING A COMMITTEE OF FOR AGAINST Shareholder THE BOARD OF DIRECTORS TO EVALUATE ANY CONFLICT OF INTEREST - -------------------------------------------------------------------------------- FORTUNE BRANDS, INC. Ticker: FO Security ID: 349631101 Meeting Date: APR 26, 2005 Meeting Type: ANNUAL Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFY THE APPOINTMENT OF FOR FOR Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005. 3 APPROVE THE 2005 NON-EMPLOYEE DIRECTOR FOR FOR Management STOCK PLAN. - -------------------------------------------------------------------------------- FREESCALE SEMICONDUCTOR, INC. Ticker: FSLB Security ID: 35687M206 Meeting Date: APR 29, 2005 Meeting Type: ANNUAL Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO APPROVE AMENDMENTS TO OUR AMENDED AND FOR FOR Management RESTATED CERTIFICATE OF INCORPORATION. 3 TO APPROVE AMENDMENTS TO OUR AMENDED AND FOR FOR Management RESTATED BY-LAWS. 4 TO APPROVE OUR OMNIBUS INCENTIVE PLAN OF FOR FOR Management 2005. 5 TO RATIFY THE APPOINTMENT OF THE FOR FOR Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF KPMG LLP, OUR INDEPENDENT AUDITORS, FOR FISCAL 2005. - -------------------------------------------------------------------------------- GAP, INC. Ticker: GPS Security ID: 364760108 Meeting Date: MAY 10, 2005 Meeting Type: ANNUAL Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFY THE APPOINTMENT OF DELOITTE & FOR FOR Management TOUCHE LLP AS THE REGISTERED PUBLIC ACCOUNTING FIRM. 3 TO APPROVE THE PROPOSAL TO AMEND AND FOR FOR Management RESTATE THE COMPANY'S EXECUTIVE MANAGEMENT INCENTIVE COMPENSATION AWARD PLAN. - -------------------------------------------------------------------------------- GEORGIA-PACIFIC CORPORATION Ticker: GP Security ID: 373298108 Meeting Date: MAY 3, 2005 Meeting Type: ANNUAL Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 PROPOSAL TO APPROVE THE GEORGIA-PACIFIC FOR FOR Management CORPORATION 2005 LONG-TERM INCENTIVE PLAN. 3 PROPOSAL TO RATIFY THE APPOINTMENT OF OUR FOR FOR Management INDEPENDENT AUDITORS, ERNST & YOUNG LLP , AS AUDITORS FOR OUR 2005 FISCAL YEAR. 4 PROPOSAL TO AMEND OUR BYLAWS TO ELIMINATE AGAINST FOR Shareholder OUR CLASSIFIED BOARD STRUCTURE. - -------------------------------------------------------------------------------- GOODRICH CORPORATION Ticker: GR Security ID: 38/2388106 Meeting Date: APR 19, 2005 Meeting Type: ANNUAL Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE APPOINTMENT OF ERNST FOR FOR Management & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2005. 3 APPROVE AN AMENDMENT AND RESTATEMENT OF FOR FOR Management THE 2001 STOCK OPTION PLAN. 4 APPROVE AN AMENDMENT AND RESTATEMENT OF FOR FOR Management THE SENIOR EXECUTIVE MANAGEMENT INCENTIVE PLAN. - -------------------------------------------------------------------------------- HARRIS CORP. Ticker: HRS Security ID: 413875105 Meeting Date: OCT 22, 2004 Meeting Type: Annual Record Date: AUG 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Howard L. Lance For For Management 1.2 Elect Director Thomas A. Dattilo For For Management 1.3 Elect Director Dr. James C. Stoffel For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HIBERNIA CORPORATION Ticker: HIB Security ID: 428656102 Meeting Date: APR 20, 2005 Meeting Type: ANNUAL Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO RATIFY THE APPOINTMENT OF ERNST & FOR FOR Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR 2005 - -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Ticker: HON Security ID: 438516106 Meeting Date: APR 25, 2005 Meeting Type: ANNUAL Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPOINTMENT OF INDEPENDENT ACCOUNTANTS FOR FOR Management 3 PROPOSAL TO AMEND THE RESTATED FOR FOR Management CERTIFICATE OF INCORPORATION AND BY-LAWS TO ELIMINATE THE CLASSIFIED STRUCTURE OF THE BOARD OF DIRECTORS. 4 PROPOSAL TO AMEND THE RESTATED FOR FOR Management CERTIFICATE OF INCORPORATION AND BY-LAWS TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS 5 MAJORITY VOTE SHAREHOLDER COMMITTEE FOR AGAINST Shareholder 6 SEPARATION OF CHAIRMAN/CEO AGAINST FOR Shareholder 7 EXECUTIVE PAY DISPARITY REPORT FOR AGAINST Shareholder 8 EXECUTIVE COMPENSATION LIMIT FOR AGAINST Shareholder 9 COMMONSENSE EXECUTIVE COMPENSATION FOR AGAINST Shareholder FRAMEWORK PROPOSAL - -------------------------------------------------------------------------------- HUBBELL INCORPORATED Ticker: HUBB Security ID: 443510201 Meeting Date: MAY 2, 2005 Meeting Type: ANNUAL Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE SELECTION OF FOR FOR Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR 2005. 3 APPROVAL OF THE COMPANY'S 2005 INCENTIVE FOR FOR Management AWARD PLAN. - -------------------------------------------------------------------------------- HUNTINGTON BANCSHARES INCORPORATED Ticker: HBAN Security ID: 446150104 Meeting Date: APR 27, 2005 Meeting Type: ANNUAL Record Date: FEB 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF APPOINTMENT OF DELOITTE & FOR FOR Management TOUCHE LLP TO SERVE AS INDEPENDENT AUDITORS FOR THE CORPORATION FOR THE YEAR 2005. - -------------------------------------------------------------------------------- IMS HEALTH INCORPORATED Ticker: RX Security ID: 449934108 Meeting Date: APR 29, 2005 Meeting Type: ANNUAL Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE APPOINTMENT OF FOR FOR Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005. 3 APPROVAL OF THE SHAREHOLDER PROPOSAL AGAINST ABSTAIN Shareholder RELATING TO THE SHAREHOLDER RIGHTS PLAN. - -------------------------------------------------------------------------------- INGERSOLL-RAND COMPANY LIMITED Ticker: IR Security ID: G4776G101 Meeting Date: JUN 1, 2005 Meeting Type: ANNUAL Record Date: APR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVAL OF AMENDMENT TO BYE-LAW 10 OF FOR FOR Management THE BYELAWS TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS. 3 APPROVAL OF AMENDMENT TO BYE-LAW 10 OF AGAINST AGAINST Management THE BYE LAWS TO ELIMINATE CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS. 4 APPOINTMENT OF INDEPENDENT AUDITORS AND FOR FOR Management AUTHORIZATION OF BOARD OF DIRECTORS TO FIX THE AUDITORS' REMUNERATION. - -------------------------------------------------------------------------------- INTEL CORPORATION Ticker: INTC Security ID: 458140100 Meeting Date: MAY 18, 2005 Meeting Type: ANNUAL Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF SELECTION OF INDEPENDENT FOR FOR Management REGISTERED PUBLIC ACCOUNTING FIRM. 3 APPROVAL OF AMENDMENT AND EXTENSION OF FOR FOR Management THE 2004 EQUITY INCENTIVE PLAN. 4 APPROVAL OF AMENDMENT AND EXTENSION OF FOR FOR Management THE EXECUTIVE OFFICER INCENTIVE PLAN. - -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP Ticker: IBM Security ID: 459200101 Meeting Date: APR 26, 2005 Meeting Type: ANNUAL Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF APPOINTMENT OF FOR FOR Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 24) 3 STOCKHOLDER PROPOSAL ON-CUMULATIVE VOTING AGAINST FOR Shareholder (PAGE 25) 4 STOCKHOLDER PROPOSAL ON-PENSION AND FOR AGAINST Shareholder RETIREMENT MEDICAL (PAGE 25) 5 STOCKHOLDER PROPOSAL ON-EXECUTIVE FOR AGAINST Shareholder COMPENSATION (PAGE 27) 6 STOCKHOLDER PROPOSAL ON-EXPENSING STOCK AGAINST FOR Shareholder OPTIONS (PAGE 28) 7 STOCKHOLDER PROPOSAL ON-DISCLOSURE OF AGAINST FOR Shareholder EXECUTIVE COMPENSATION (PAGE 29) 8 STOCKHOLDER PROPOSAL ON-OFFSHORING (PAGE FOR AGAINST Shareholder 30) - -------------------------------------------------------------------------------- INTUIT INC. Ticker: INTU Security ID: 461202103 Meeting Date: DEC 9, 2004 Meeting Type: Annual Record Date: OCT 11, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen M. Bennett For For Management 1.2 Elect Director Christopher W. Brody For For Management 1.3 Elect Director William V. Campbell For For Management 1.4 Elect Director Scott D. Cook For For Management 1.5 Elect Director L. John Doerr For For Management 1.6 Elect Director Donna L. Dubinsky For For Management 1.7 Elect Director Michael R. Hallman For For Management 1.8 Elect Director Dennis D. Powell For For Management 1.9 Elect Director Stratton D. Sclavos For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- INVITROGEN CORPORATION Ticker: IVGN Security ID: 46185R100 Meeting Date: APR 20, 2005 Meeting Type: ANNUAL Record Date: FEB 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management null 4. JAY M. SHORT, PHD FOR FOR Management 2 RATIFICATION OF THE APPOINTMENT OF ERNST FOR FOR Management & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2005. - -------------------------------------------------------------------------------- J.C. PENNEY COMPANY, INC. Ticker: JCP Security ID: 708160106 Meeting Date: MAY 20, 2005 Meeting Type: ANNUAL Record Date: MAR 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS FOR FOR Management INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JANUARY 28, 2006. 3 TO APPROVE THE ADOPTION OF THE J.C. FOR FOR Management PENNEY COMPANY, INC. 2005 EQUITY COMPENSATION PLAN. 4 TO CONSIDER A STOCKHOLDER PROPOSAL AGAINST FOR Shareholder RELATING TO THE CLASSIFICATION OF THE BOARD OF DIRECTORS. - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 28, 2005 Meeting Type: ANNUAL Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVAL OF 2005 LONG-TERM INCENTIVE FOR FOR Management PLAN. 3 RATIFICATION OF APPOINTMENT OF FOR FOR Management PRICEWATERHOUSECOOPERS AS INDEPENDENT AUDITORS. - -------------------------------------------------------------------------------- JP MORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 17, 2005 Meeting Type: ANNUAL Record Date: MAR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPOINTMENT OF INDEPENDENT REGISTERED FOR FOR Management PUBLIC ACCOUNTING FIRM 3 APPROVAL OF 2005 LONG-TERM INCENTIVE PLAN FOR FOR Management 4 DIRECTOR TERM LIMITS FOR AGAINST Shareholder 5 SEPARATION OF CHAIRMAN AND CEO FOR AGAINST Shareholder 6 COMPETITIVE PAY FOR AGAINST Shareholder 7 RECOUP UNEARNED MANAGEMENT BONUSES FOR AGAINST Shareholder - -------------------------------------------------------------------------------- KELLOGG COMPANY Ticker: K Security ID: 487836108 Meeting Date: APR 29, 2005 Meeting Type: ANNUAL Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF INDEPENDENT AUDITOR FOR FOR FOR Management 2005 3 REPORT ON IMPACTS OF GENETICALLY FOR AGAINST Shareholder ENGINEERED FOOD 4 APPOINTMENT OF INVESTMENT BANKER FOR AGAINST Shareholder - -------------------------------------------------------------------------------- KEYCORP Ticker: KEY Security ID: 493267108 Meeting Date: MAY 5, 2005 Meeting Type: ANNUAL Record Date: MAR 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE APPOINTMENT OF FOR FOR Management INDEPENDENT AUDITORS. - -------------------------------------------------------------------------------- KIMBERLY-CLARK CORPORATION Ticker: KMB Security ID: 494368103 Meeting Date: APR 28, 2005 Meeting Type: ANNUAL Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVAL OF AUDITORS FOR FOR Management 3 STOCKHOLDER PROPOSAL REGARDING ADOPTION FOR AGAINST Shareholder OF GLOBAL HUMAN RIGHTS STANDARDS BASED ON INTERNATIONAL LABOR ORGANIZATION CONVENTIONS - -------------------------------------------------------------------------------- LIMITED BRANDS, INC. Ticker: LTD Security ID: 532716107 Meeting Date: MAY 16, 2005 Meeting Type: ANNUAL Record Date: MAR 31, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management - -------------------------------------------------------------------------------- LINCOLN NATIONAL CORPORATION Ticker: LNC Security ID: 534187109 Meeting Date: MAY 12, 2005 Meeting Type: ANNUAL Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO RATIFY THE APPOINTMENT OF ERNST & FOR FOR Management YOUNG LLP, AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 TO APPROVE THE AMENDED AND RESTATED FOR FOR Management INCENTIVE COMPENSATION PLAN. - -------------------------------------------------------------------------------- LOCKHEED MARTIN CORPORATION Ticker: LMT Security ID: 539830109 Meeting Date: APR 28, 2005 Meeting Type: ANNUAL Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF APPOINTMENT OF FOR FOR Management INDEPENDENT AUDITORS 3 MANAGEMENT PROPOSAL-AMENDMENTS TO THE AGAINST ABSTAIN Management 2003 PERFORMANCE INCENTIVE AWARD PLAN 4 STOCKHOLDER PROPOSAL BY EVELYN Y. DAVIS FOR AGAINST Shareholder 5 STOCKHOLDER PROPOSAL BY JOHN CHEVEDDEN FOR AGAINST Shareholder 6 STOCKHOLDER PROPOSAL BY THE CATHOLIC FOR AGAINST Shareholder FUNDS AND OTHER GROUPS 7 STOCKHOLDER PROPOSAL BY THE SISTERS OF FOR AGAINST Shareholder MERCY AND OTHER GROUPS - -------------------------------------------------------------------------------- MAGUIRE PROPERTIES INC. Ticker: MPG Security ID: 559775101 Meeting Date: JUN 7, 2005 Meeting Type: ANNUAL Record Date: APR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE SELECTION OF KPMG LLP FOR FOR Management AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED DECEMBER 31, 2005. - -------------------------------------------------------------------------------- MARVEL ENTERPRISES, INC. Ticker: MVL Security ID: 57383M108 Meeting Date: APR 28, 2005 Meeting Type: ANNUAL Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO APPROVE THE 2005 STOCK INCENTIVE PLAN FOR FOR Management 3 TO APPROVE THE 2005 CASH INCENTIVE PLAN FOR FOR Management 4 TO RATIFY THE APPOINTMENT OF ERNST & FOR FOR Management YOUNG LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR 2005. - -------------------------------------------------------------------------------- MASCO CORPORATION Ticker: MAS Security ID: 574599106 Meeting Date: MAY 10, 2005 Meeting Type: ANNUAL Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 PROPOSAL TO APPROVE THE MASCO CORPORATION FOR FOR Management 2005 LONG TERM STOCK INCENTIVE PLAN. 3 RATIFICATION OF THE SELECTION OF FOR FOR Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR 2005. - -------------------------------------------------------------------------------- MAXIM INTEGRATED PRODUCTS, INC. Ticker: MXIM Security ID: 57772K101 Meeting Date: NOV 18, 2004 Meeting Type: Annual Record Date: SEP 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Bergman For Withhold Management 1.2 Elect Director John F. Gifford For Withhold Management 1.3 Elect Director B. Kipling Hagopian For For Management 1.4 Elect Director M.D. Sampels For Withhold Management 1.5 Elect Director A.R. Frank Wazzan For For Management 2 Amend Employee Stock Purchase Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MAXIM INTEGRATED PRODUCTS, INC. Ticker: MXIM Security ID: 57772K101 Meeting Date: SEP 17, 2004 Meeting Type: Special Record Date: JUL 21, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Omnibus Stock Plan For Against Management - -------------------------------------------------------------------------------- MBNA CORPORATION Ticker: KRB Security ID: 55262L100 Meeting Date: MAY 2, 2005 Meeting Type: ANNUAL Record Date: FEB 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF APPOINTMENT OF FOR FOR Management INDEPENDENT AUDITORS 3 STOCKHOLDER PROPOSAL FOR AGAINST Shareholder 4 STOCKHOLDER PROPOSAL FOR AGAINST Shareholder - -------------------------------------------------------------------------------- MCDONALD'S CORPORATION Ticker: MCD Security ID: 580135101 Meeting Date: MAY 11, 2005 Meeting Type: ANNUAL Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVAL OF THE INDEPENDENT REGISTERED FOR FOR Management PUBLIC ACCOUNTING FIRM 3 APPROVAL OF A SHAREHOLDER PROPOSAL FOR AGAINST Shareholder RELATING TO GENETIC ENGINEERING OF FOOD AND SEED - -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 589331107 Meeting Date: APR 26, 2005 Meeting Type: ANNUAL Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE APPOINTMENT OF THE FOR FOR Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEM 3 THROUGH 9. 3 STOCKHOLDER PROPOSAL CONCERNING STOCK FOR AGAINST Shareholder OPTION AWARDS. 4 STOCKHOLDER PROPOSAL CONCERNING FOR AGAINST Shareholder SUBJECTING NON-DEDUCTIBLE EXECUTIVE COMPENSATION TO SHAREHOLER VOTE 5 STOCKHOLDER PROPOSAL CONCERNING FOR AGAINST Shareholder ELIMINATION OF ANIMAL-BASED TEST METHODS 6 STOCKHOLDER PROPOSAL CONCERNING FOR AGAINST Shareholder SEPARATING THE ROLES OF BOARD CHAIR AND CEO 7 STOCKHOLDER PROPOSAL CONCERNING FOR AGAINST Shareholder AVAILABILITY OF COMPANY PRODUCTS TO CANADIAN WHOLESALERS 8 STOCKHOLDER PROPOSAL CONCERNING USE OF FOR AGAINST Shareholder SHAREHOLDER RESOURCES FOR POLITICAL PURPOSES 9 STOCKHOLDER PROPOSAL CONCERNING A REPORT FOR AGAINST Shareholder RELATED TO THE GLOBAL HIV/AIDS-TB-MALARIA PANDEMICS - -------------------------------------------------------------------------------- MERCURY GENERAL CORPORATION Ticker: MCY Security ID: 589400100 Meeting Date: MAY 11, 2005 Meeting Type: ANNUAL Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO APPROVE THE MERCURY GENERAL FOR FOR Management CORPORATION 2005 EQUITY INCENTIVE AWARD PLAN. - -------------------------------------------------------------------------------- MEREDITH CORP. Ticker: MDP Security ID: 589433101 Meeting Date: NOV 8, 2004 Meeting Type: Annual Record Date: SEP 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary Sue Coleman For For Management 1.2 Elect Director D Mell Meredith Frazier For Withhold Management 1.3 Elect Director Joel W. Johnson For For Management 1.4 Elect Director Stephen M. Lacy For For Management 2 Approve Omnibus Stock Plan For Against Management - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 9, 2004 Meeting Type: Annual Record Date: SEP 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates III For For Management 1.2 Elect Director Steven A. Ballmer For For Management 1.3 Elect Director James I. Cash Jr., Ph.D. For For Management 1.4 Elect Director Raymond V. Gilmartin For For Management 1.5 Elect Director Ann McLaughlin Korologos For For Management 1.6 Elect Director David F. Marquardt For For Management 1.7 Elect Director Charles H. Noski For For Management 1.8 Elect Director Dr. Helmut Panke For For Management 1.9 Elect Director Jon A. Shirley For For Management 2 Amend Bundled Compensation Plans For For Management 3 Amend Bundled Compensation Plans For For Management 4 Amend Stock Option Plan For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MONSANTO CO. Ticker: MON Security ID: 61166W101 Meeting Date: JAN 20, 2005 Meeting Type: Annual Record Date: NOV 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John W. Bachmann For For Management 1.2 Elect Director William U. Parfet For Withhold Management 1.3 Elect Director George H. Poste For Withhold Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Report on Genetically Modified Organisms Against Against Shareholder 5 Report on Export of Hazardous Pesticides Against Against Shareholder 6 Adopt Human Rights Policy Against Against Shareholder 7 Eliminate Animal Testing Against Against Shareholder - -------------------------------------------------------------------------------- MOTOROLA, INC. Ticker: MOT Security ID: 620076109 Meeting Date: MAY 2, 2005 Meeting Type: ANNUAL Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 SHAREHOLDER PROPOSAL RE: NON-DEDUCTIBLE FOR AGAINST Shareholder EXECUTIVE COMPENSATION 3 SHAREHOLDER PROPOSAL RE: DIRECTOR FOR AGAINST Shareholder ELECTION BY MAJORITY VOTE - -------------------------------------------------------------------------------- NATIONAL CITY CORPORATION Ticker: NCC Security ID: 635405103 Meeting Date: APR 26, 2005 Meeting Type: ANNUAL Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 THE RATIFICATION OF THE AUDIT COMMITTEE'S FOR FOR Management SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. - -------------------------------------------------------------------------------- NCR CORPORATION Ticker: NCR Security ID: 62886E108 Meeting Date: APR 27, 2005 Meeting Type: ANNUAL Record Date: FEB 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVAL OF THE APPOINTMENT OF FOR FOR Management INDEPENDENT AUDITORS FOR 2005. 3 STOCKHOLDER PROPOSAL REGARDING THE FOR AGAINST Shareholder ELIMINATION OF DOMESTIC PARTNER BENEFITS FOR EXECUTIVES. - -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 20, 2004 Meeting Type: Annual Record Date: JUL 26, 2004 # 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 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NORDSTROM, INC. Ticker: JWN Security ID: 655664100 Meeting Date: MAY 24, 2005 Meeting Type: ANNUAL Record Date: MAR 16, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE APPOINTMENT OF FOR FOR Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- NORFOLK SOUTHERN CORPORATION Ticker: NSC Security ID: 655844108 Meeting Date: MAY 12, 2005 Meeting Type: ANNUAL Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE APPOINTMENT OF KPMG FOR FOR Management LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS. 3 APPROVAL OF THE NORFOLK SOUTHERN FOR FOR Management CORPORATION LONG-TERM INCENTIVE PLAN, AS AMENDED. 4 APPROVAL OF THE NORFOLK SOUTHERN AGAINST ABSTAIN Management CORPORATION EXECUTIVE MANAGEMENT INCENTIVE PLAN, AS AMENDED. - -------------------------------------------------------------------------------- NORTHERN TRUST CORPORATION Ticker: NTRS Security ID: 665859104 Meeting Date: APR 19, 2005 Meeting Type: ANNUAL Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE APPOINTMENT OF KPMG FOR FOR Management LLP AS THE CORPORATIONS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. - -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY Security ID: 674599105 Meeting Date: MAY 6, 2005 Meeting Type: ANNUAL Record Date: MAR 3, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 THE RATIFICATION OF THE SELECTION OF KPMG FOR FOR Management AS INDEPENDENT AUDITORS. 3 APPROVAL OF 2005 LONG-TERM INCENTIVE FOR FOR Management PLAN. 4 STOCKHOLDER STATEMENTS OPPOSING BOARD FOR AGAINST Shareholder SPONSORED PROPOSALS. 5 VOTE REGARDING FUTURE GOLDEN PARACHUTES. AGAINST FOR Shareholder - -------------------------------------------------------------------------------- ORACLE CORP. Ticker: ORCL Security ID: 68389X105 Meeting Date: OCT 29, 2004 Meeting Type: Annual Record Date: SEP 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey O. Henley For For Management 1.2 Elect Director Lawrence J. Ellison For For Management 1.3 Elect Director Donald L. Lucas For For Management 1.4 Elect Director Michael J. Boskin For For Management 1.5 Elect Director Jack F. Kemp For For Management 1.6 Elect Director Jeffrey S. Berg For For Management 1.7 Elect Director Safra Catz For For Management 1.8 Elect Director Hector Garcia-Molina For For Management 1.9 Elect Director Joseph A. Grundfest For For Management 1.10 Elect Director H. Raymond Bingham For For Management 1.11 Elect Director Charles E. Phillips, Jr. For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Implement China Principles Against Against Shareholder - -------------------------------------------------------------------------------- PACCAR INC Ticker: PCAR Security ID: 693718108 Meeting Date: APR 28, 2005 Meeting Type: ANNUAL Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 STOCKHOLDER PROPOSAL REGARDING ANNUAL AGAINST FOR Shareholder ELECTION OF THE ENTIRE BOARD OF DIRECTORS 3 STOCKHOLDER PROPOSAL REGARDING DIRECTOR FOR AGAINST Shareholder VOTE THRESHOLD - -------------------------------------------------------------------------------- PARAMETRIC TECHNOLOGY CORP. Ticker: PMTC Security ID: 699173100 Meeting Date: MAR 10, 2005 Meeting Type: Annual Record Date: JAN 17, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert N. Goldman For Did Not Management Vote 1.2 Elect Director C. Richard Harrison For Did Not Management Vote 1.3 Elect Director Joseph M. O'Donnell For Did Not Management Vote 2 Amend Omnibus Stock Plan For Did Not Management Vote 3 Approve Reverse Stock Split For Did Not Management Vote 4 Ratify Auditors For Did Not Management Vote - -------------------------------------------------------------------------------- PARKER-HANNIFIN CORP. Ticker: PH Security ID: 701094104 Meeting Date: OCT 27, 2004 Meeting Type: Annual Record Date: AUG 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Candy M. Obourn For For Management 1.2 Elect Director Hector R. Ortino For For Management 1.3 Elect Director Nickolas W. Vande Steeg For For Management 1.4 Elect Director Donald E. Washkewicz For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Omnibus For For Management Stock Plan - -------------------------------------------------------------------------------- PEPSIAMERICAS, INC. Ticker: PAS Security ID: 71343P200 Meeting Date: APR 28, 2005 Meeting Type: ANNUAL Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF APPOINTMENT OF FOR FOR Management INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS 3 SHAREHOLDER PROPOSAL (PROXY STATEMENT P. FOR AGAINST Shareholder 29). 4 SHAREHOLDER PROPOSAL (PROXY STATEMENT P. FOR AGAINST Shareholder 32). - -------------------------------------------------------------------------------- PERKINELMER, INC. Ticker: PKI Security ID: 714046109 Meeting Date: APR 26, 2005 Meeting Type: ANNUAL Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO RATIFY THE APPOINTMENT OF DELOITTE & FOR FOR Management TOUCHE LLP AS PERKINELMER'S INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR. 3 TO APPROVE THE PERKINELMER, INC. 2005 FOR FOR Management INCENTIVE PLAN. - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 28, 2005 Meeting Type: ANNUAL Record Date: MAR 2, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management null 14. JEAN-PAUL VALLES FOR FOR Management 2 A PROPOSAL TO RATIFY THE APPOINTMENT OF FOR FOR Management KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005. 3 SHAREHOLDER PROPOSAL RELATING TO TERM FOR AGAINST Shareholder LIMITS FOR DIRECTORS. 4 SHAREHOLDER PROPOSAL REQUESTING A REPORT FOR AGAINST Shareholder ON INCREASING ACCESS TO PFIZER PRODUCTS. 5 SHAREHOLDER PROPOSAL RELATING TO FOR AGAINST Shareholder IMPORTATION OF PRESCRIPTION DRUGS. 6 SHAREHOLDER PROPOSAL RELATING TO AGAINST FOR Shareholder POLITICAL CONTRIBUTIONS. 7 SHAREHOLDER PROPOSAL RELATING TO PRODUCT FOR AGAINST Shareholder AVAILABILITY IN CANADA. 8 SHAREHOLDER PROPOSAL RELATING TO THE FOR AGAINST Shareholder SEPARATION OF THE ROLES OF CHAIR AND CEO AND ACCESS TO PHARMACEUTICAL PRODUCTS. - -------------------------------------------------------------------------------- PHELPS DODGE CORPORATION Ticker: PD Security ID: 717265102 Meeting Date: MAY 27, 2005 Meeting Type: ANNUAL Record Date: APR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVE THE PHELPS DODGE CORPORATION 2006 FOR FOR Management EXECUTIVE PERFORMANCE INCENTIVE PLAN 3 APPROVE AN AMENDMENT TO THE CORPORATION'S FOR FOR Management RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES 4 RATIFY THE APPOINTMENT OF FOR FOR Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS OF THE YEAR 2005 - -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 21, 2005 Meeting Type: ANNUAL Record Date: FEB 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 PROPOSAL TO ENDORSE THE APPOINTMENT OF FOR FOR Management DELOITTE * TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005. - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 12, 2004 Meeting Type: Annual Record Date: JUL 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. Kerry Clark For For Management 1.2 Elect Director Joseph T. Gorman For For Management 1.3 Elect Director Lynn M. Martin For For Management 1.4 Elect Director Ralph Snyderman, M.D. For For Management 1.5 Elect Director Robert D. Storey For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Declassify the Board of Directors Against For Management 5 Implement/ Report on Animal Welfare Against Against Shareholder Standards - -------------------------------------------------------------------------------- PROTECTIVE LIFE CORPORATION Ticker: PL Security ID: 743674103 Meeting Date: MAY 2, 2005 Meeting Type: ANNUAL Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 PROPOSAL TO RATIFY THE APPOINTMENT OF FOR FOR Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS. - -------------------------------------------------------------------------------- PRUDENTIAL FINANCIAL, INC. Ticker: PRU Security ID: 744320102 Meeting Date: JUN 7, 2005 Meeting Type: ANNUAL Record Date: APR 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE APPOINTMENT OF FOR FOR Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005. 3 APPROVAL TO AMEND THE COMPANY'S FOR FOR Management CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS. 4 APPROVAL OF THE PRUDENTIAL FINANCIAL, FOR FOR Management INC. EMPLOYEE STOCK PURCHASE PLAN. - -------------------------------------------------------------------------------- QUALCOMM INC. Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 8, 2005 Meeting Type: Annual Record Date: JAN 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert E. Kahn For Did Not Management Vote 1.2 Elect Director Duane A. Nelles For Did Not Management Vote 1.3 Elect Director Brent Scowcroft For Did Not Management Vote 2 Declassify the Board of Directors and For Did Not Management Eliminate Cumulative Voting Vote 3 Increase Authorized Common Stock For Did Not Management Vote 4 Amend Articles For Did Not Management Vote 5 Ratify Auditors For Did Not Management Vote - -------------------------------------------------------------------------------- RENAISSANCERE HOLDINGS LTD. Ticker: RNR Security ID: G7496G103 Meeting Date: AUG 31, 2004 Meeting Type: Special Record Date: JUL 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 TO APPROVE THE RENAISSANCERE HOLDINGS For For Management LTD. 2004 STOCK INCENTIVE PLAN. - -------------------------------------------------------------------------------- RESPIRONICS, INC. Ticker: RESP Security ID: 761230101 Meeting Date: NOV 16, 2004 Meeting Type: Annual Record Date: OCT 4, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Douglas A. Cotter Ph.D. For For Management 1.2 Elect Director Gerald E. McGinnis For For Management 1.3 Elect Director Craig B. Reynolds For For Management 1.4 Elect Director Candace L. Littell For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- REYNOLDS AMERICAN INC Ticker: RAI Security ID: 76182K105 Meeting Date: JUL 28, 2004 Meeting Type: Special Record Date: JUN 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For Against Management - -------------------------------------------------------------------------------- REYNOLDS AMERICAN INC. Ticker: RAI Security ID: 761713106 Meeting Date: MAY 6, 2005 Meeting Type: ANNUAL Record Date: MAR 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVAL OF THE REYNOLDS AMERICAN INC. FOR FOR Management LONG-TERM INCENTIVE PLAN 3 RATIFICATION OF KPMG LLP AS INDEPENDENT FOR FOR Management AUDITORS 4 SHAREHOLDER PROPOSAL ON FDA REGULATION FOR AGAINST Shareholder AND PHASE-OUT OF CONVENTIONAL CIGARETTES. 5 SHAREHOLDER PROPOSAL ON CIGARETTE FOR AGAINST Shareholder ADVERTISING ON THE INTERNET 6 SHAREHOLDER PROPOSAL ON NEW YORK FOR AGAINST Shareholder "FIRE-SAFE" STANDARDS - -------------------------------------------------------------------------------- ROCKWELL AUTOMATION INC Ticker: ROK Security ID: 773903109 Meeting Date: FEB 2, 2005 Meeting Type: Annual Record Date: DEC 6, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce M. Rockwell For For Management 1.2 Elect Director Joseph F. Toot, Jr. For For Management 1.3 Elect Director Kenneth F. Yontz For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ROHM AND HAAS COMPANY Ticker: ROH Security ID: 775371107 Meeting Date: MAY 2, 2005 Meeting Type: ANNUAL Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 ADOPTION OF THE 2005 ROHM AND HAAS AGAINST ABSTAIN Management COMPANY NON-EMPLOYEE DIRECTORS' STOCK PLAN. 3 ADOPTION OF THE 2005 ROHM AND HAAS AGAINST ABSTAIN Management COMPANY NON-QUALIFIED SAVINGS PLAN. 4 RATIFICATION OF PRICEWATERHOUSECOOPERS FOR FOR Management LLP AS ROHM AND HAAS COMPANY'S INDEPENDENT AUDITOR FOR 2005. 5 TO TRANSACT ANY OTHER BUSINESS AS MAY FOR FOR Management PROPERLY COME BEFORE THE MEETING. - -------------------------------------------------------------------------------- SABRE HOLDINGS CORPORATION Ticker: TSG Security ID: 785905100 Meeting Date: MAY 17, 2005 Meeting Type: ANNUAL Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE SELECTION OF ERNST & FOR FOR Management YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2005. 3 APPROVAL OF THE AMENDMENT TO THE FOR FOR Management CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS. 4 APPROVAL OF THE AMENDMENTS TO THE FOR FOR Management CERTIFICATE OF INCORPORATION TO BETTER REFLECT CORPORATE GOVERNANCE PRACTICES AND CLARIFY EXISTING WORDING. 5 APPROVAL OF THE AMENDED AND RESTATED 2005 FOR FOR Management LONG-TERM INCENTIVE PLAN. - -------------------------------------------------------------------------------- SBC COMMUNICATIONS INC. Ticker: SBC Security ID: 78387G103 Meeting Date: APR 29, 2005 Meeting Type: ANNUAL Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVAL OF APPOINTMENT OF INDEPENDENT FOR FOR Management AUDITORS 3 APPROVAL OF STOCK PURCHASE AND DEFERRAL FOR FOR Management PLAN 4 STOCKHOLDER PROPOSAL A FOR AGAINST Shareholder 5 STOCKHOLDER PROPOSAL B FOR AGAINST Shareholder 6 STOCKHOLDER PROPOSAL C FOR AGAINST Shareholder 7 STOCKHOLDER PROPOSAL D FOR AGAINST Shareholder - -------------------------------------------------------------------------------- SCIENTIFIC-ATLANTA, INC. Ticker: SFA Security ID: 808655104 Meeting Date: NOV 3, 2004 Meeting Type: Annual Record Date: SEP 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James I. Cash, Jr. For For Management 1.2 Elect Director James F. McDonald For For Management 1.3 Elect Director Terence F. McGuirk For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SEMPRA ENERGY Ticker: SRE Security ID: 816851109 Meeting Date: APR 5, 2005 Meeting Type: ANNUAL Record Date: FEB 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF INDEPENDENT AUDITORS FOR FOR Management 3 PROPOSAL REGARDING STOCK OPTION EXPENSING FOR AGAINST Shareholder 4 PROPOSAL REGARDING ANNUAL ELECTION OF FOR AGAINST Shareholder DIRECTORS 5 PROPOSAL REGARDING PERFORMANCE-BASED FOR AGAINST Shareholder STOCK OPTIONS 6 PROPOSAL REGARDING SHAREHOLDER RIGHTS FOR AGAINST Shareholder PLAN - -------------------------------------------------------------------------------- SILGAN HOLDINGS INC. Ticker: SLGN Security ID: 827048109 Meeting Date: MAY 23, 2005 Meeting Type: ANNUAL Record Date: MAY 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO APPROVE AN AMENDMENT TO THE SILGAN FOR FOR Management HOLDINGS INC. 2004 STOCK INCENTIVE PLAN WITH RESPECT TO AWARDS TO NON-EMPLOYEE DIRECTORS. 3 TO RATIFY THE APPOINTMENT OF ERNST & FOR FOR Management YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005. - -------------------------------------------------------------------------------- STANCORP FINANCIAL GROUP, INC. Ticker: SFG Security ID: 852891100 Meeting Date: MAY 9, 2005 Meeting Type: ANNUAL Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 PROPOSAL TO RATIFY APPOINTMENT OF FOR FOR Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- STAPLES, INC. Ticker: SPLS Security ID: 855030102 Meeting Date: JUN 13, 2005 Meeting Type: ANNUAL Record Date: APR 19, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO APPROVE STAPLES' AMENDED AND RESTATED FOR FOR Management 2004 STOCK INCENTIVE PLAN INCREASING THE TOTAL NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN. 3 TO RATIFY THE SELECTION BY THE AUDIT FOR FOR Management COMMITTEE OF ERNST &YOUNG LLP AS STAPLES' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. 4 TO ACT ON A SHAREHOLDER PROPOSAL ON AGAINST FOR Shareholder REDEEM OR VOTE POISON PILL. - -------------------------------------------------------------------------------- SUNTRUST BANKS, INC. Ticker: STI Security ID: 867914103 Meeting Date: APR 19, 2005 Meeting Type: ANNUAL Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 PROPOSAL TO RATIFY THE APPOINTMENT OF FOR FOR Management PRICEWATERHOUSE LLP AS INDEPENDENT AUDITORS FOR 2005. 3 PROPOSAL TO APPROVE THE MATERIAL TERMS OF FOR FOR Management THE PERFORMANCE GOALS FOR THE SUNTRUST BANKS, INC. MANAGEMENT INCENTIVE PLAN. 4 PROPOSAL TO APPROVE THE MATERIAL TERMS OF FOR FOR Management THE PERFORMANCE GOALS FOR THE SUNTRUST BANKS, INC. PERFORMANCE UNIT PLAN. - -------------------------------------------------------------------------------- SUNTRUST BANKS, INC. Ticker: STI Security ID: 867914103 Meeting Date: SEP 15, 2004 Meeting Type: Special Record Date: JUL 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For Against Management - -------------------------------------------------------------------------------- TECH DATA CORPORATION Ticker: TECD Security ID: 878237106 Meeting Date: JUN 7, 2005 Meeting Type: ANNUAL Record Date: JUN 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO APPROVE A PROPOSAL TO AMEND THE 2000 FOR FOR Management EQUITY INCENTIVE PLAN OF TECH DATA CORPORATION TO ADD PROVISIONS ALLOWING FOR NON-EMPLOYEE DIRECTOR PARTICIPATION. - -------------------------------------------------------------------------------- TEKTRONIX, INC. Ticker: TEK Security ID: 879131100 Meeting Date: SEP 23, 2004 Meeting Type: Annual Record Date: JUL 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David N. Campbell For For Management 1.2 Elect Director Merrill A. Mcpeak For For Management 1.3 Elect Director Richard H. Wills For For Management - -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Security ID: 882508104 Meeting Date: APR 21, 2005 Meeting Type: ANNUAL Record Date: FEB 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 BOARD PROPOSAL TO RATIFY THE APPOINTMENT FOR FOR Management OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005. 3 BOARD PROPOSAL TO APPROVE THE EMPLOYEES FOR FOR Management 2005 STOCK PURCHASE PLAN. 4 BOARD PROPOSAL TO REAPPROVE THE MATERIAL FOR FOR Management TERMS OF THE PERFORMANCE GOALS UNDER THE TEXAS OF THE PERFORMANCE GOALS UNDER THE TEXAS INSTRUMENTS 2000 LONG-TERM INCENTIVE PLAN. - -------------------------------------------------------------------------------- TEXTRON INC. Ticker: TXT Security ID: 883203101 Meeting Date: APR 27, 2005 Meeting Type: ANNUAL Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF APPOINTMENT OF FOR FOR Management INDEPENDENT AUDITORS 3 SHAREHOLDER PROPOSAL RELATING TO BOARD FOR AGAINST Shareholder CHAIR AND CEO SEPARATION 4 SHAREHOLDER PROPOSAL RELATING TO FOR AGAINST Shareholder PERFORMANCE-BASED OPTIONS. - -------------------------------------------------------------------------------- THE ALLSTATE CORPORATION Ticker: ALL Security ID: 020002101 Meeting Date: MAY 17, 2005 Meeting Type: ANNUAL Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPOINTMENT OF DELOITTE & TOUCHE LLP AS FOR FOR Management INDEPENDENT AUDITORS FOR 2005. 3 PROVIDE CUMULATIVE VOTING FOR BOARD OF AGAINST FOR Shareholder DIRECTORS. - -------------------------------------------------------------------------------- THE BLACK & DECKER CORPORATION Ticker: BDK Security ID: 91797100 Meeting Date: APR 26, 2005 Meeting Type: ANNUAL Record Date: FEB 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFY THE SELECTION OF ERNST & YOUNG LLP FOR FOR Management AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3 AMEND AND RE-APPROVE THE FOR FOR Management PERFORMANCE-BASED GOALS UNDER THE BLACK & DECKER PERFORMANCE EQUITY PLAN. 4 RE-APPROVE THE PERFORMANCE-BASED GOALS FOR FOR Management UNDER THE BLACK & DECKER EXECUTIVE ANNUAL INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL #1 FOR AGAINST Shareholder 6 STOCKHOLDER PROPOSAL #2 FOR AGAINST Shareholder - -------------------------------------------------------------------------------- THE BOEING COMPANY Ticker: BA Security ID: 97023105 Meeting Date: MAY 2, 2005 Meeting Type: ANNUAL Record Date: MAR 3, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 ADVISE ON APPOINTMENT OF DELOITTE & FOR FOR Management TOUCHE LLP AS INDEPENDENT AUDITORS. 3 ADOPT HUMAN RIGHTS POLICIES. FOR AGAINST Shareholder 4 PREPARE A REPORT ON MILITARY CONTRACTS. FOR AGAINST Shareholder 5 PREPARE A REPORT ON POLITICAL AGAINST FOR Shareholder CONTRIBUTIONS. 6 DECLASSIFY THE BOARD OF DIRECTORS. AGAINST FOR Shareholder 7 ADOPT SIMPLE MAJORITY VOTE. FOR AGAINST Shareholder 8 CREATE A MAJORITY VOTE SHAREHOLDER FOR AGAINST Shareholder COMMITTEE. 9 REQUIRE AN INDEPENDENT BOARD CHAIRMAN. FOR AGAINST Shareholder - -------------------------------------------------------------------------------- THE DOW CHEMICAL COMPANY Ticker: DOW Security ID: 260543103 Meeting Date: MAY 12, 2005 Meeting Type: ANNUAL Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE APPOINTMENT OF THE FOR FOR Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 STOCKHOLDER PROPOSAL ON CERTAIN TOXIC FOR AGAINST Shareholder SUBSTANCES. - -------------------------------------------------------------------------------- THE DUN & BRADSTREET CORPORATION Ticker: DNB Security ID: 26483E100 Meeting Date: MAY 3, 2005 Meeting Type: ANNUAL Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFY SELECTION OF INDEPENDENT AUDITORS. FOR FOR Management 3 APPROVE THE AMENDED AND RESTATED THE DUN FOR FOR Management & BRADSTREET CORPORATION 2000 STOCK INCENTIVE PLAN. 4 APPROVE THE AMENDED 2000 DUN & BRADSTREET FOR FOR Management CORPORATION NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN. - -------------------------------------------------------------------------------- THE GOLDMAN SACHS GROUP, INC. Ticker: GS Security ID: 38141G104 Meeting Date: APR 6, 2005 Meeting Type: ANNUAL Record Date: FEB 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVAL OF AMENDMENTS TO OUR AMENDED AND FOR FOR Management RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF ALL OF OUR DIRECTORS. 3 RATIFICATION OF THE APPOINTMENT OF FOR FOR Management PRICEWATEHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR 2005 FISCAL YEAR. - -------------------------------------------------------------------------------- THE HARTFORD FINANCIAL SVCS GROUP, I Ticker: HIG Security ID: 416515104 Meeting Date: MAY 18, 2005 Meeting Type: ANNUAL Record Date: MAR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE APPOINTMENT OF FOR FOR Management DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005. 3 APPROVAL OF THE HARTFORD 2005 INCENTIVE AGAINST ABSTAIN Management STOCK PLAN 4 APPROVAL OF MATERIAL TERMS OF EXECUTIVE AGAINST ABSTAIN Management OFFICER PERFORMANCE GOALS FOR INCENTIVE AWARDS. - -------------------------------------------------------------------------------- THE HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 26, 2005 Meeting Type: ANNUAL Record Date: MAR 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 COMPANY PROPOSAL TO RATIFY THE FOR FOR Management APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2005. 3 COMPANY PROPOSAL TO AMEND THE SIXTH FOR FOR Management ARTICLE OF THE COMPANY'S CERTIFICATE OF INCORPORATION. 4 COMPANY PROPOSAL TO APPROVE THE HOME FOR FOR Management DEPOT, INC. 2005 OMNIBUS STOCK INCENTIVE PLAN. 5 STOCKHOLDER PROPOSAL REGARDING EMPLOYMENT FOR AGAINST Shareholder DIVERSITY REPORT DISCLOSURE. 6 STOCKHOLDER PROPOSAL REGARDING METHOD OF FOR AGAINST Shareholder VOTING. 7 STOCKHOLDER PROPOSAL REGARDING FOR AGAINST Shareholder NONDEDUCTIBLE COMPENSATION. 8 STOCKHOLDER PROPOSAL REGARDING FUTURE FOR AGAINST Shareholder SEVERANCE AGREEMENTS. 9 STOCKHOLDER PROPOSAL REGARDING FOR AGAINST Shareholder PERFORMANCE AND TIME-BASED RESTRICTED SHARES. 10 STOCKHOLDER PROPOSAL REGARDING FOR AGAINST Shareholder PERFORMANCE-BASED OPTIONS. 11 STOCKHOLDER PROPOSAL REGARDING POLITICAL FOR AGAINST Shareholder NONPARTISANSHIP. - -------------------------------------------------------------------------------- THE MCGRAW-HILL COMPANIES, INC. Ticker: MHP Security ID: 580645109 Meeting Date: APR 27, 2005 Meeting Type: ANNUAL Record Date: MAR 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVAL OF KEY EXECUTIVE SHORT-TERM FOR FOR Management INCENTIVE COMPENSATION PLAN. 3 APPROVAL TO AMEND THE COMPANY'S RESTATED FOR FOR Management CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK. 4 RATIFICATION OF THE APPOINTMENT OF FOR FOR Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005. 5 SHAREHOLDER PROPOSAL REQUESTING AGAINST FOR Shareholder SHAREHOLDER VOTE ON "POISON PILLS". - -------------------------------------------------------------------------------- THE PEPSI BOTTLING GROUP, INC Ticker: PBG Security ID: 713409100 Meeting Date: MAY 25, 2005 Meeting Type: ANNUAL Record Date: MAR 31, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVAL OF THE PBG 2005 EXECUTIVE AGAINST ABSTAIN Management INCENTIVE COMPENSATION PLAN. 3 APPROVAL OF AN AMENDMENT TO THE PBG 2004 AGAINST ABSTAIN Management LONG-TERM INCENTIVE PLAN. - -------------------------------------------------------------------------------- THE PROGRESSIVE CORPORATION Ticker: PGR Security ID: 743315103 Meeting Date: APR 15, 2005 Meeting Type: ANNUAL Record Date: FEB 17, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 PROPOSAL TO APPROVE AMENDMENTS TO THE FOR FOR Management COMPANY'S CODE OF REGULATIONS TO PROVIDE THAT AN INDIVIDUAL ELECTED BY THE DIRECTORS TO FILL A VACANCY ON THE BOARD WILL SERVE FOR A TERM ENDING AT THE NEXT SHAREHOLDERS MEETING AT WHICH AN ELECTION OF DIRECTORS WILL 3 PROPOSAL TO RATIFY THE APPOINTMENT OF FOR FOR Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005. - -------------------------------------------------------------------------------- THE SHERWIN-WILLIAMS COMPANY Ticker: SHW Security ID: 824348106 Meeting Date: APR 20, 2005 Meeting Type: ANNUAL Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF APPOINTMENT OF FOR FOR Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- THERMO ELECTRON CORPORATION Ticker: TMO Security ID: 883556102 Meeting Date: MAY 17, 2005 Meeting Type: ANNUAL Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF SELECTION OF INDEPENDENT FOR FOR Management AUDITORS. 3 APPROVAL OF THE COMPANY'S 2005 STOCK FOR FOR Management INCENTIVE PLAN. 4 STOCKHOLDER PROPOSAL REGARDING THE VOTE FOR AGAINST Shareholder STANDARD FOR DIRECTOR ELECTIONS. - -------------------------------------------------------------------------------- TIME WARNER IN.C Ticker: TWX Security ID: 887317105 Meeting Date: MAY 20, 2005 Meeting Type: ANNUAL Record Date: MAR 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF AUDITORS FOR FOR Management 3 STOCKHOLDER PROPOSAL REGARDING PAY FOR AGAINST Shareholder COMPARISON - -------------------------------------------------------------------------------- TYCO INTERNATIONAL LTD. Ticker: TYC Security ID: 902124106 Meeting Date: MAR 10, 2005 Meeting Type: Annual Record Date: JAN 10, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis C. Blair For Did Not Management Vote 1.2 Elect Director Edward D. Breen For Did Not Management Vote 1.3 Elect Director George W. Buckley For Did Not Management Vote 1.4 Elect Director Brian Duperreault For Did Not Management Vote 1.5 Elect Director Bruce S. Gordon For Did Not Management Vote 1.6 Elect Director Rajiv L. Gupta For Did Not Management Vote 1.7 Elect Director John A. Krol For Did Not Management Vote 1.8 Elect Director Mackey J. Mcdonald For Did Not Management Vote 1.9 Elect Director H. Carl Mccall For Did Not Management Vote 1.10 Elect Director Brendan R. O'Neill For Did Not Management Vote 1.11 Elect Director Sandra S. Wijnberg For Did Not Management Vote 1.12 Elect Director Jerome B. York For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote - -------------------------------------------------------------------------------- TYSON FOODS, INC. Ticker: TSN Security ID: 902494103 Meeting Date: FEB 4, 2005 Meeting Type: Annual Record Date: DEC 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Don Tyson For Withhold Management 1.2 Elect Director John Tyson For Withhold Management 1.3 Elect Director Leland E. Tollett For Withhold Management 1.4 Elect Director Barbara A. Tyson For Withhold Management 1.5 Elect Director Lloyd V. Hackley For For Management 1.6 Elect Director Jim Kever For For Management 1.7 Elect Director David A. Jones For For Management 1.8 Elect Director Richard L. Bond For Withhold Management 1.9 Elect Director Jo Ann R. Smith For For Management 1.10 Elect Director Albert C. Zapanta For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management 5 Report on Political Contributions Against Against Shareholder 6 Report on Environmental Impact of Against For Shareholder Livestock Operations - -------------------------------------------------------------------------------- UNITED STATES STEEL CORPORATION Ticker: X Security ID: 912909108 Meeting Date: APR 26, 2005 Meeting Type: ANNUAL Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 ELECTION OF PRICEWATERHOUSECOOPERS LLP AS FOR FOR Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 APPROVAL OF 2005 STOCK INCENTIVE PLAN FOR FOR Management 4 APPROVAL OF 2005 ANNUAL INCENTIVE FOR FOR Management COMPENSATION PLAN - -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORPORATION Ticker: UTX Security ID: 913017109 Meeting Date: APR 13, 2005 Meeting Type: ANNUAL Record Date: FEB 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPOINTMENT OF INDEPENDENT AUDITORS FOR FOR Management 3 APPROVAL OF UNITED TECHNOLOGIES FOR FOR Management CORPORATION 2005 LONG TERM INCENTIVE PLAN 4 SHAREOWNER PROPOSAL CONCERNING DISCLOSURE AGAINST FOR Shareholder OF EXECUTIVE COMPENSATION 5 SHAREOWNER PROPOSAL CONCERNING ETHICAL AGAINST FOR Shareholder CRITERIA FOR MILITARY CONTACTS 6 SHAREOWNER PROPOSAL CONCERNING CEO AGAINST FOR Shareholder COMPENSATION - -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: MAY 3, 2005 Meeting Type: ANNUAL Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP AS FOR FOR Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005. 3 SHAREHOLDER PROPEL CONCERNING FOR AGAINST Shareholder PERFORMANCE-VESTING SHARES. 4 SHAREHOLDER PROPOSAL CONCERNING FOR AGAINST Shareholder PERFORMANCE-BASED OPTIONS. - -------------------------------------------------------------------------------- UNITRIN, INC. Ticker: UTR Security ID: 913275103 Meeting Date: MAY 4, 2005 Meeting Type: ANNUAL Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVAL OF THE 2005 RESTRICTED STOCK AND FOR FOR Management RESTRICTED STOCK UNIT PLAN. - -------------------------------------------------------------------------------- US BANCORP Ticker: USB Security ID: 902973304 Meeting Date: APR 19, 2005 Meeting Type: ANNUAL Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFY SELECTION OF ERNST & YOUNG LLP AS FOR FOR Management INDEPENDENT AUDITOR FOR THE 2005 FISCAL YEAR. 3 AMEND CERTIFICATE OF INCORPORATION TO FOR FOR Management ELIMINATE SUPERMAJORITY VOTING. 4 SHAREHOLDER PROPOSAL: PERFORMANCE VESTING FOR AGAINST Shareholder SHARES. 5 SHAREHOLDER PROPOSAL: PROHIBITION ON TAX FOR AGAINST Shareholder AND NON-AUDIT WORK BY INDEPENDENT AUDITORS. - -------------------------------------------------------------------------------- UST INC. Ticker: UST Security ID: 902911106 Meeting Date: MAY 3, 2005 Meeting Type: ANNUAL Record Date: MAR 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 APPROVE THE UST INC. 2005 LONG-TERM AGAINST AGAINST Management INCENTIVE PLAN. 3 TO RATIFY AND APPROVE ERNST & YOUNG LLP FOR FOR Management AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR 2005. 4 STOCKHOLDER PROPOSAL AGAINST ABSTAIN Shareholder - -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 5, 2005 Meeting Type: ANNUAL Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF INDEPENDENT REGISTERED FOR FOR Management PUBLIC ACCOUNTING FIRM 3 CUMULATIVE VOTING AGAINST FOR Shareholder 4 MAJORITY VOTE FOR ELECTION OF DIRECTORS FOR AGAINST Shareholder 5 BOARD COMPOSITION FOR AGAINST Shareholder 6 SEPARATE CHAIRMAN AND CEO AGAINST FOR Shareholder 7 DIRECTORS' LIABILITY AGAINST FOR Shareholder 8 REPORT ON POLITICAL CONTRIBUTIONS AGAINST FOR Shareholder - -------------------------------------------------------------------------------- VF CORPORATION Ticker: VFC Security ID: 9128204108 Meeting Date: APR 26, 2005 Meeting Type: ANNUAL Record Date: MAR 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF THE SELECTION OF FOR FOR Management PRICEWATEHOUSECOOPERS LLP AS VF'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005. - -------------------------------------------------------------------------------- VULCAN MATERIALS COMPANY Ticker: VMC Security ID: 929160109 Meeting Date: MAY 13, 2005 Meeting Type: ANNUAL Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF DELOITTE & TOUCHE LLP AS FOR FOR Management INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR 2005. - -------------------------------------------------------------------------------- WACHOVIA CORP. Ticker: WB Security ID: 929903102 Meeting Date: OCT 28, 2004 Meeting Type: Special Record Date: AUG 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management - -------------------------------------------------------------------------------- WACHOVIA CORPORATION Ticker: WB Security ID: 929903102 Meeting Date: APR 19, 2005 Meeting Type: ANNUAL Record Date: FEB 16, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 A WACHOVIA PROPOSAL TO RATIFY THE FOR FOR Management APPOINTMENT OF KPMG LLP AS AUDITORS FOR THE YEAR 2005. - -------------------------------------------------------------------------------- WALT DISNEY COMPANY, THE Ticker: DIS Security ID: 254687106 Meeting Date: FEB 11, 2005 Meeting Type: Annual Record Date: DEC 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Bryson For For Management 1.2 Elect Director John S. Chen For For Management 1.3 Elect Director Michael D. Eisner For For Management 1.4 Elect Director Judith L. Estrin For For Management 1.5 Elect Director Robert A. Iger For For Management 1.6 Elect Director Fred H. Langhammer For For Management 1.7 Elect Director Aylwin B. Lewis For For Management 1.8 Elect Director Monica C. Lozano For For Management 1.9 Elect Director Robert W. Matschullat For For Management 1.10 Elect Director George J. Mitchell For For Management 1.11 Elect Director Leo J. O'Donovan, S.J. For For Management 1.12 Elect Director Gary L. Wilson For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Prohibit Greenmail Payments Against For Shareholder 5 Report on Vendor Standards in China Against Against Shareholder - -------------------------------------------------------------------------------- WELLPOINT, INC. Ticker: WLP Security ID: 94973V107 Meeting Date: MAY 10, 2005 Meeting Type: ANNUAL Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 TO RATIFY THE APPOINTMENT OF ERNST & FOR FOR Management YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2005. 3 TO ACT ON A SHAREHOLDER PROPOSAL ON FOR AGAINST Shareholder PERFORMANCE BASED COMPENSATION, IF PROPERLY PRESENTED AT THE MEETING. - -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 26, 2005 Meeting Type: ANNUAL Record Date: MAR 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 PROPOSAL TO APPROVE THE COMPANY'S AMENDED AGAINST AGAINST Management AND RESTATED LONG-TERM INCENTIVE COMPENSATION PLAN. 3 PROPOSAL TO RATIFY APPOINTMENT OF KPMG FOR FOR Management LLP AS INDEPENDENT AUDITORS FOR 2005. 4 STOCKHOLDER PROPOSAL REGARDING PAYDAY FOR AGAINST Shareholder LENDING. 5 STOCKHOLDER PROPOSAL REGARDING EXECUTIVE FOR AGAINST Shareholder COMPENSATION AND PREDATORY LENDING. 6 STOCKHOLDER PROPOSAL REGARDING FOR AGAINST Shareholder PERFORMANCE SHARES. 7 STOCKHOLDER PROPOSAL REGARDING CHIEF FOR AGAINST Shareholder EXECUTIVE OFFICER COMPENSATION. 8 STOCKHOLDER PROPOSAL REGARDING SEPARATION FOR AGAINST Shareholder OF BOARD CHAIR AND CEO POSITIONS. - -------------------------------------------------------------------------------- WEYERHAEUSER COMPANY Ticker: WY Security ID: 962166104 Meeting Date: APR 21, 2005 Meeting Type: ANNUAL Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 SHAREHOLDER PROPOSAL ON EXPENSING STOCK AGAINST FOR Shareholder OPTIONS 3 SHAREHOLDER PROPOSAL ON A CLASSIFIED AGAINST FOR Shareholder BOARD 4 SHAREHOLDER PROPOSAL ON PERFORMANCE-BASED FOR AGAINST Shareholder OPTIONS. 5 SHAREHOLDER PROPOSAL ON NATIONAL FOREST AGAINST FOR Shareholder TIMBER PURCHASES 6 APPROVAL, ON AN ADVISORY BASIS OF THE FOR FOR Management APPOINTMENT OF AUDITORS. - -------------------------------------------------------------------------------- WILLIS GROUP HOLDINGS LIMITED Ticker: WSH Security ID: G96655108 Meeting Date: APR 29, 2005 Meeting Type: ANNUAL Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 REAPPOINTMENT AND REMUNERATION OF DELOITT null null Management & TOUCHE AS INDEPENDENT AUDITORS 3A AMENDMENTS TO THE 2001 SHARE PURCHASE AND AGAINST ABSTAIN Management OPTION PLAN: INCREASE IN THE NUMBER OF SHARES AVAILABLE 3B AMENDMENTS TO THE 2001 SHARE PURCHASE AND AGAINST ABSTAIN Management OPTION PLAN: INCLUSION OF NON-EMPLOYEE DIRECTORS IN THE 2001 PLAN 4 ADOPTION OF THE WILLIS GROUP SENIOR AGAINST ABSTAIN Management MANAGEMENT INCENTIVE PLAN 5A AMENDMENTS TO THE COMPANY'S BYE-LAW: FOR FOR Management BYE-LAW 133(II), INCREASE IN MAXIMUM RECORD DATE PERIOD 5B AMENDMENTS TO THE COMPANY'S BYE-LAWS: FOR FOR Management BYE-LAW 149 SUBSTITUTION OF "MAY" "WITH" SHALL TO BE MAXIMUM EXTENT PERMITTED BY LAW - -------------------------------------------------------------------------------- WYETH Ticker: WYE Security ID: 983024100 Meeting Date: APR 21, 2005 Meeting Type: ANNUAL Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFY INDEPENDENT REGISTERED PUBLIC FOR FOR Management ACCOUNTANTS FIRM 3 ADOPT 2005 STOCK INCENTIVE PLAN FOR FOR Management 4 REIMPORTATION OF PRESCRIPTION DRUGS FOR AGAINST Shareholder 5 SEPARATE THE ROLES OF CHAIRMAN & CEO FOR AGAINST Shareholder 6 DISCLOSURE OF POLITICAL CONTRIBUTIONS AGAINST FOR Shareholder 7 DISCONTINUE PROMOTING PREMARIN AND FOR AGAINST Shareholder PROTECTION OF MARES null null null null Management - -------------------------------------------------------------------------------- XEROX CORPORATION Ticker: XRX Security ID: 984121103 Meeting Date: MAY 19, 2005 Meeting Type: ANNUAL Record Date: MAR 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR FOR FOR Management 2 RATIFICATION OF SELECTION OF INDEPENDENT FOR FOR Management REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- YUM BRANDS, INC Ticker: YUM Security ID: 988498101 Meeting Date: MAY 19, 2005 Meeting Type: ANNUAL Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 AMENDMENT TO RESTATED ARTICLES OF FOR FOR Management INCORPORATION (ITEM 1, PAGE 14 OF PROXY) 2 DIRECTOR FOR FOR Management 3 ALTERNATE VOTING (ITEM 3, PAGE 21 OF FOR FOR Management PROXY), IF ITEM 1 OF PROXY IS NOT APPROVED: ELECTION OF FOUR CLASS II DIRECTORS: DAVID W. DORMAN, MASSIMO FERRAGAMO, THOMAS M. RYAN; AND ROBERT J. ULRICH AND ELECTION OF ONE CLASS I DIRECTOR JONATHAN S. LINEN. (IF YOU 4 RATIFICATION OF INDEPENDENT AUDITORS FOR FOR Management (PAGE 22 OF PROXY) 5 SHAREHOLDER PROPOSAL RELATING TO A FOR AGAINST Shareholder SUSTAINABILITY REPORT (PAGE 23 OF PROXY) 6 SHAREHOLDER PROPOSAL RELATING TO A FOR AGAINST Shareholder DIVERSITY REPORT (PAGE 26 OF PROXY) 7 SHAREHOLDER PROPOSAL RELATING TO THE AGAINST FOR Shareholder MACBRIDE PRINCIPLES (PAGE 29 OF PROXY) 8 SHAREHOLDER PROPOSAL RELATING TO A FOR AGAINST Shareholder GENETICALLY ENGINEERED FOOD REPORT (PAGE 31 OF PROXY) 9 SHAREHOLDER PROPOSAL RELATING TO AN FOR AGAINST Shareholder ANIMAL WELFARE STANDARDS REPORT (PAGE 34 OF PROXY) ========== 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) Phoenix Equity Series Fund ------------------------------------------------------------------ By (Signature and Title)* /s/ Daniel Geroci, President ------------------------------------------------------ Date 8/24/05 -------------------------------------------------------------------------- 3