UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-4014
Exact name of registrant as specified in charter: MERIDIAN FUND, INC.
60 E. SIR FRANCIS DRAKE BLVD., STE. 306, LARKSPUR, CA. 94939
- ------------------------------------------------------------
(Address of principal executive offices)
GREGG B. KEELING
ASTER INVESTMENT MANAGEMENT, INC.
60 E. SIR FRANCIS DRAKE BLVD., STE. 306
LARKSPUR, CA. 94939
- -------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (415) 461-8770
Date of fiscal year end: JUNE 30,
Date of reporting period: JULY 1, 2005 - JUNE 30, 2006
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 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. ss. 3507.
ITEM 1. PROXY VOTING RECORD:
Appended hereto as Exhibit A is the following information indicating for each
matter relating to a portfolio security owned by the Registrant considered at
any shareholder meeting held during the twelve month period ended June 30, 2006
with respect to which the Registrant was entitled to vote:
(a). The name of the issuer of the portfolio security;
(b). The exchange ticker symbol of the portfolio security;
(c). The Council on Uniform Securities Identification Procedures
("CUSIP") number for the portfolio security;
(d). The shareholder meeting date;
(e). A brief identification of the matter voted on;
(f). Whether the Registrant cast its vote on the matter;
(g). How the Registrant cast its vote (e.g., for or against proposal, or
abstain; for or withhold regarding election of directors); and
(h). Whether the matter was proposed by the issuer or by a security
holder;
(i). Whether the Registrant cast its vote for or against management.
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): MERIDIAN FUND, INC.
By (Signature and Title)*: /S/ GREGG B. KEELING
--------------------
Gregg B. Keeling, CFO / PROXY MANAGER
Date: AUGUST 22, 2006
* Print the name and title of each signing officer under his or her signature.
MERIDIAN EQUITY INCOME FUND
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
Hillenbrand Industries HB 431573104 2/10/2006
Election of directors yes for all i,w
Ratification of
Pricewaterhousecoopers as
independent auditor yes for i,w
Emerson Electric EMR 291011104 2/7/2006
Election of directors yes for all i,w
Approve the 2006 incentive
shares plan yes against i,a
Ratification of auditors yes for i,w
Shareholder proposal on
severance agreements yes against s,w
RPM International RPM 749685103 10/7/2005
Election of directors yes for all i,w
Lincoln National LNC 534187109 3/20/2006
Approve the merger of LNC and
Jefferson-Pilot yes for i,w
Approve the adjournment of the
LNC special meeting if necessary yes for i,w
Waddell & Reed Financial WDR 930059100 4/12/2006
Election of directors yes for all i,w
Genuine Parts GPC 372160105 4/17/2006
Election of directors yes for all i,w
Annual election of directors yes for i,w
Approve the 2006 long-term
incentive plan yes against i,a
Ratification of Ernst & Young
LLP as independent auditor yes for i,w
Sonoco Products SON 835495102 4/19/2006
Election of directors yes for all i,w
Coca-Cola Co KO 191216100 4/19/2006
Election of directors yes for all i,w
Ratification of Ernst & Young
LLP as independent auditor yes for i,w
Amend the 1989 stock award plan yes for i,w
Shareholder proposal on
charitable contributions yes against s,w
Shareholder proposal on beverage
container recycling yes against s,w
Shareholder proposal on
restricted stock yes against s,w
Shareholder proposal on
environmental impacts in India yes against s,w
Shareholder proposal on
delegation of inquiry to
Colombia yes against s,w
PPG Industries PPG 693506107 4/20/2006
Election of directors yes for all i,w
Approve the omnibus incentive
plan yes against i,a
Ratification of Deloitte &
Touche LLP as independent
auditor yes for i,w
Alltel AT 020039103 4/20/2006 *Received proxy after voting
date*
Election of directors no for all i,w
Approval of performance
incentive compensation plan no for i,w
Approval of long-term
performance incentive plan no for i,w
Ratification of auditors no for i,w
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
Lubrizol LZ 549271104 4/24/2006
Election of directors yes for all i,w
Ratification of Deloitte &
Touche LLP as independent
auditor yes for i,w
Lilly Eli & Co LLY 532457108 4/24/2006
Election of directors yes for all i,w
Ratification of Ernst & Young
LLP as independent auditor yes for i,w
Shareholder proposal on animal
care and use policy yes against s,w
Shareholder proposal on
separating roles of chairman
and CEO yes against s,w
Shareholder proposal on annual
election of directors yes for s,a
Shareholder proposal on majority
voting yes against s,w
Bellsouth BLS 079860102 4/24/2006
Election of directors yes for all i,w
Ratification of auditors yes for i,w
Shareholder proposal on
political contributions yes against s,w
Chevron CVX 166764100 4/26/2006
Election of directors yes for all i,w
Ratification of auditors yes for i,w
Shareholder proposal on
proponent reimbursement yes against s,w
Shareholder proposal on drilling
in protected areas yes against s,w
Shareholder proposal on
political contributions yes against s,w
Shareholder proposal on animal
welfare policy yes against s,w
Shareholder proposal on human
rights yes against s,w
Shareholder proposal on Ecuador yes against s,w
Willis Group
Holdings ltd WSH G96655108 4/26/2006
Election of directors yes for all i,w
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Du Pont E I De Nemours DD 263534109 4/26/2006
Election of directors yes for all i,w
Ratification of auditors yes for i,w
Shareholder proposal on
executive compensation yes against s,w
Shareholder proposal on
genetically modified food yes against s,w
Shareholder proposal on
performance based compensation yes against s,w
Shareholder proposal on PFOA yes against s,w
Shareholder proposal on chemical
facility security yes against s,w
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
Kimberly Clark KMB 494368103 4/27/2006
Election of directors yes for all i,w
Ratification of auditors yes for i,w
Shareholder proposal on
classified board yes for s,a
Shareholder proposal on human
rights standards yes against s,w
Shareholder proposal on majority
voting yes against s,w
Shareholder proposal on
sustainable forestry report yes against s,w
Diebold DBD 253651103 4/27/2006
Election of directors yes for all i,w
Ratification of KPMG LLP as
independent auditor yes for i,w
Approve the amended 1991
equity/performance incentive
plan yes against i, a
Avery Dennison AVY 053611109 4/27/2006 *Received proxy after voting
date*
Election of directors no for all i,w
Ratification of
Pricewaterhousecoopers as
independent auditor no for i,w
Hubbell Inc HUBB 443510201 5/1/2006
Election of directors yes for all i,w
Ratification of
Pricewaterhousecoopers as
independent auditor yes for i,w
Approve the senior executive
incentive plan yes against i, a
Pacer Int'l PACR 69373H106 5/2/2006
Election of directors yes for all i,w
Ratification of independent
auditors yes for i,w
A B M Industries ABM 000957100 5/2/2006
Election of directors yes for all i,w
Approve the 2006 equity
incentive plan yes against i, a
Approve the executive officer
incentive plan yes for i,w
Ratification of KPMG LLP as
independent auditor yes for i,w
Fresh Del Monte Produce FDP G36738105 5/3/2006
Election of directors yes for all i,w
Approve 2005 financial
statements yes for i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Approve company dividend yes for i,w
Reynolds American RAI 761713106 5/3/2006
Election of directors yes for all i,w
Ratification of KPMG LLP as
independent auditor yes for i,w
Shareholder proposal on impact
of flavored cigarettes on youth yes for s,a
Shareholder proposal on laws
combating use of tobacco yes against s,w
Autoliv ALV 052800109 5/4/2006
Election of directors yes for all i,w
Ratification of Ernst & Young
LLP as independent auditor yes for i,w
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
Bemis BMS 081437105 5/4/2006
Election of directors yes for all i,w
Approve the 2007 stock incentive
plan yes against i, a
Ratification of
Pricewaterhousecoopers as
independent auditor yes for i,w
Waste Management WMI 94106L109 5/5/2006
Election of directors yes for all i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Amend the 1997 employee stock
purchase plan yes for i,w
Shareholder proposal on majority
voting yes against s,w
Newell Rubbermaid NWL 651229106 5/9/2006
Election of directors yes for all i,w
Amend the 2003 stock plan yes against i, a
Approve the employee stock
purchase plan yes for i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Shareholder proposal on poison
pill yes against s,w
Shareholder proposal on
classified board of directors yes for s,a
Masco MAS 574599106 5/9/2006
Election of directors yes for all i,w
Ratification of
Pricewaterhousecoopers as
independent auditor yes for i,w
Kinder Morgan KMI 49455P101 5/9/2006
Election of directors yes for all i,w
Amend and restate 1999 stock
plan yes against i, a
Approve the foreign subsidiary
employee stock purchase plan yes for i,w
Amend the employee stock
purchase plan yes for i,w
Ratification of
Pricewaterhousecoopers as
independent auditor yes for i,w
Legget & Platt LEG 524660107 5/10/2006
Election of directors yes for all i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Shareholder proposal on sexual
orientation yes against s,w
Comerica CMA 200340107 5/16/2006
Election of directors yes for all i,w
Approve the 2006 long term
incentive plan yes against i, a
Approve the 2006 management
incentive plan yes against i, a
Ratification of Ernst & Young
LLP as independent auditor yes for i,w
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
Regions Financial RF 7591EP100 5/18/2006
Election of directors yes for all i,w
Approve the 2006 long term
incentive plan yes against i, a
Ratification of Ernst & Young
LLP as independent auditor yes for i,w
Shareholder proposal to elect
directors annually yes for s,a,
Limited Brands LTD 532716107 5/22/2006
Election of directors yes for all i,w
R R Donnelley & Sons RRD 257867101 5/25/2006
Election of directors yes for all i,w
Ratification of auditors yes for i,w
Shareholder proposal to elect
directors annually yes for s,a,
Lincoln National LNC 534187109 6/9/2006
Election of directors yes for all i,w
Ratification of Ernst & Young
LLP as independent auditor yes for i,w
MERIDIAN VALUE FUND
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
AVX Corp AVX 002444107 7/20/2005
Election of directors yes for all i,w
Tidewater Inc TDW 886423102 7/21/2005
Election of directors yes for all i,w
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Shareholder proposal on executive
compensation yes against s,w
Shareholder proposal on
classified board of directors yes for s,a
BE Aerospace Inc BEAV 073302101 7/21/2005
Election of directors yes for all i,w
Amend 1994 employee stock
purchase plan yes for i,w
Approve 2005 long-term incentive
plan yes against i, a
National Oilwell Varco NOV 637071101 7/22/2005
Election of directors yes for all i,w
Ratify independent auditor yes for i,w
Christopher & Banks CBK 171046105 7/27/2005
Election of directors yes for all i,w
Approve 2005 stock incentive plan yes against i, a
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
La-Z-Boy LZB 505336107 8/23/2005
Election of directors yes for all i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Conseco CNO 208464883 8/29/2005
Election of directors yes for all i,w
Amend 2003 long-term incentive
plan yes against i, a
Approve 2005 pay for performance
plan yes for i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Taro Pharmaceutical TARO M8737E108 9/8/2005
Election of directors yes for all i,w
Ratify Gabbay & Kasierer as
independent accountants yes for i,w
Amend articles for
indemnification of officers and
directors yes against i, a
Indemnification of officers and
directors yes against i, a
Approval of the financial
statements yes for i,w
Activision ATVI 004930202 9/15/2005
Election of directors yes for all i,w
Approve 2003 stock incentive plan yes against i, a
Amend 2005 employee stock
purchase plan yes for i,w
Too vote upon such other business yes for i,w
Del Monte Foods DLM 24522P103 9/29/2005
Election of directors yes for all i,w
Amend 2002 stock incentive plan yes against i, a
Ratify KPMG LLP as independent
accountants yes for i,w
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- -----------------------------------------------------------------------------------------------------------
Powerwave Technologies PWAV 739363109 11/10/2005
Election of directors yes for all i,w
Approve 2005 stock incentive plan yes against i, a
Amend 1996 director stock option
plan yes against i, a
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Western Digital WDC 958102105 11/17/2005
Election of directors yes for all i,w
Approve 2005 employee stock
purchase plan yes for i,w
Amend 2004 performance incentive
plan yes against i, a
Ratify KPMG LLP as independent
accountants yes for i,w
Arvinmeritor, Inc ARM 043353101 1/31/2006
Election of directors yes for all i,w
Ratify independent auditor yes for i,w
Amerisourcebergen ABC 03073E105 2/9/2006 *Received proxy after voting
cut-off date*
Election of directors no for all i,w
Increase the number of common
share no for i,w
Amend 2002 management stock
incentive plan no against i, a
Ratify independent auditor no for i,w
Spartech SEH 847220209 3/8/2006
Election of directors yes for all i,w
Ratify independent auditor yes for i,w
Approve executive bonus plan yes against i, a
Amend corporate purpose clause yes for i,w
Make certificate gender neutral yes for i,w
Amend director and officer
indemnification provisions yes against i, a
Provision regarding director
liability yes against i, a
Eliminate shareholder action by
written consent yes against i, a
Eliminate super-majority vote yes for i,w
Analog Devices ADI 032654105 3/14/2006
Election of directors yes for all i,w
Approve 2006 stock incentive plan yes for i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Shareholder proposal on majority
voting yes against s,w
Credence Systems Corp CMOS 225302108 3/21/2006
Election of directors yes for all i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
Nokia Corp NOK 654902204 3/30/2006 *Received proxy after voting
cut-off date*
Election of directors no for all i,w
Approval of the income statements no for i,w
Approve the dividend no for i,w
Discharge the board of directors
from liability no against i, a
Approve the remuneration to be
paid to the Board no against i, a
Approve the number of directors no for i,w
Approve the remuneration to be
paid to the auditor no for i,w
Ratify Pricewaterhousecoopers as
independent auditors no for i,w
Cancellation of Nokia shares held
by the company no for i,w
Increase the share capital of the
company no for i,w
Repurchase Nokia shares no for i,w
Dispose Nokia shares held by the
company no for i,w
To have Nokia's legal counsels
vote on your behalf no abstain i, na
Host Marriott HMT 44107P104 4/5/2006
Issuance of shares of common
stock in the transactions yes for i,w
Pearson PLC PSO 705015105 4/21/2006
Election of directors yes for all i,w
Receive the company's accounts yes for i,w
Declare a dividend yes for i,w
Approve the report on director's
remuneration yes for i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Determine the remuneration of the
auditors yes for i,w
Authorize directors to allot
ordinary shares yes against i, a
Increase authorized share capital yes against i, a
Waive pre-emption rights yes against i, a
Authorize company to purchase its
shares yes for i,w
Renew the long-term incentive
plan yes against i, a
Willis Group
Holdings ltd WSH G96655108 4/26/2006
Election of directors yes for all i,w
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Teco Energy TE 872375100 4/26/2006
Election of directors yes for all i,w
Ratify independent auditor yes for i,w
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
General Electric GE 369604103 4/26/2006
Election of directors yes for all i,w
Ratify independent auditor yes for i,w
Shareholder proposal on
cumulative voting yes against s,w
Shareholder proposal on
over-extended directors yes against s,w
Shareholder proposal on one
director from retirees yes against s,w
Shareholder proposal on
independent board chairman yes against s,w
Shareholder proposal on majority
voting yes against s,w
Shareholder proposal on global
warming yes against s,w
Diebold Inc DBD 253651103 4/27/2006
Election of directors yes for all i,w
Ratification of KPMG LLP as
independent auditor yes for i,w
Approve the amended 1991
equity/performance incentive plan yes against i, a
Tellabs Inc TLAB 879664100 4/27/2006
Election of directors yes for all i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Arch Coal Inc ACI 039380100 4/27/2006
Election of directors yes for all i,w
Increase number of authorized
common shares yes against i, a
Coca-Cola
Enterprises Inc CCE 191219104 4/28/2006
Election of directors yes for all i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Shareholder proposal on severance
agreements yes against s,w
Symbol Technologies SBL 871508107 5/1/2006
Election of directors yes for all i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Hawaiian Electric HE 419870100 5/2/2006
Election of directors yes for all i,w
Ratify KPMG LLP as independent
accountants yes for i,w
Increase number of authorized
common shares yes against i, a
Amend the 199 director stock plan yes for i,w
Modify provisions related to the
independent accountant yes for i,w
Manitowoc Co MTW 563571108 5/2/2006
Election of directors yes for all i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Fresh Del Monte Produce FDP G36738105 5/3/2006
Election of directors yes for all i,w
Approve 2005 financial statements yes for i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Approve company dividend yes for i,w
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
Mettler Toledo Int'l Inc MTD 592688105 5/3/2006
Election of directors yes for all i,w
Ratify independent auditor yes for i,w
Approve plus incentive system for
group management yes for i,w
Barrick Gold ABX 067901108 5/4/2006
Election of directors yes for all i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Approve the continuance and
arrangement of Barrick Gold yes for i,w
Waste Management WMI 94106L109 5/5/2006
Election of directors yes for all i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Amend the 1997 employee stock
purchase plan yes for i,w
Shareholder proposal on majority
voting yes against s,w
Servicemaster SVM 81760N109 5/5/2006
Election of directors yes for all i,w
Approve the corporate performance
plan yes for i,w
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Shareholder proposal on the
annual election of directors yes for s,na
Shareholder proposal on use of
lawn care pesticides yes against s,w
Healthcare Realty Trust HR 421946104 5/9/2006
Election of directors yes for all i,w
Ratify BDO Seidman LLP as
independent auditor yes for i,w
Newell Rubbermaid NWL 651229106 5/9/2006
Election of directors yes for all i,w
Amend the 2003 stock plan yes against i, a
Approve the employee stock
purchase plan yes for i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Shareholder proposal on poison
pill yes against s,w
Shareholder proposal on
classified board of directors yes for s,a
Baxter Int'l BAX 071813109 5/9/2006
Election of directors yes for all i,w
Ratify independent auditor yes for i,w
Eliminate the classification of
the board of directors yes for i,w
Reduce the minimum and maximum
number of directors yes against i, a
Shareholder proposal on
redemption of shareholder rights
plan yes against s,w
Valassis Communications VCI 918866104 5/9/2006
Election of directors yes for all i,w
Amend the senior executives bonus
plan yes for i,w
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
Intersil Corp ISIL 46069S109 5/10/2006
Election of directors yes for all i,w
Ratify independent auditor yes for i,w
Increase the number of shares
authorized for issuance yes against i, a
Legget & Platt LEG 524660107 5/10/2006
Election of directors yes for all i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Shareholder proposal on sexual
orientation yes against s,w
Apartment
Investment Mgmt AIV 03748R101 5/10/2006
Election of directors yes for all i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Approve the sale of high
performance units yes for i,w
Hanover Compressor Co HC 410768105 5/11/2006
Election of directors yes for all i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Approve 2006 stock incentive plan yes against i, a
JPMorgan Chase JPM 46625H100 5/16/2006
Election of directors yes for all i,w
Ratify independent auditor yes for i,w
Shareholder proposal on stock
options yes for s,a
Shareholder proposal on
performance based restricted
stock yes for s,a
Shareholder proposal on separate
chairman yes against s,w
Shareholder proposal on sexual
orientation yes against s,w
Shareholder proposal on special
shareholder meeting yes against s,w
Shareholder proposal on lobbying
priorities yes against s,w
Shareholder proposal on political
contributions yes against s,w
Shareholder proposal on poison
pill yes for s,a
Shareholder proposal on
cumulative voting yes against s,w
Shareholder proposal on bonus
recoupment yes against s,w
Shareholder proposal on
overcommitted directors yes against s,w
Adesa Inc KAR 00686U104 5/17/2006
Election of directors yes for all i,w
Approve annual elections of
directors yes for i,w
Northrup Grumman NOC 666807102 5/17/2006
Election of directors yes for all i,w
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Eliminate majority voting yes for i,w
Shareholder proposal on an
independent board chairman yes against s,w
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
National Oilwell Inc NOI 637071101 5/17/2006
Election of directors yes for all i,w
Ratify independent auditor yes for i,w
Regions Financial RF 7591EP100 5/18/2006
Election of directors yes for all i,w
Approve the 2006 long term
incentive plan yes against i, a
Ratification of Ernst & Young LLP
as independent auditor yes for i,w
Shareholder proposal to elect
directors annually yes for s,a,
Host Hotels & Resorts HST 44107P104 5/18/2006
Election of directors yes for all i,w
Ratify KPMG LLP as independent
accountants yes for i,w
Shareholder proposal on majority
voting yes against s,a
Ross Stores ROST 778296103 5/18/2006
Election of directors yes for all i,w
Approve 2005 incentive
compensation plan yes against i, a
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Schering-Plough Corp SGP 806605101 5/19/2006
Election of directors yes for all i,w
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Approve annual elections of
directors yes for i,w
Approve director's compensation
plan yes for i,w
Approve 2006 stock incentive plan yes against i, a
Shareholder proposal on majority
voting yes against s,w
Shareholder proposal on majority
voting yes against s,w
Time Warner TWX 887317105 5/19/2006
Election of directors yes for all i,w
Ratify independent auditor yes for i,w
Approve 2006 stock incentive plan yes against i, a
Shareholder proposal on majority
voting yes against s,w
Shareholder proposal on
separation of chairman and CEO
roles yes against s,w
Shareholder proposal on code of
vendor conduct yes against s,w
Pactiv Corp PTV 695257105 5/19/2006
Election of directors yes for all i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Conseco, Inc CNO 208464883 5/23/2006
Election of directors yes for all i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
Global Santa Fe GSF G3930E101 5/23/2006
Election of directors yes for all i,w
Provide that issuance of
preferred shares is not a
variation of ordinary yes for i,w
Increase company flexibility to
buyback shares yes for i,w
Delete obsolete articles relating
to Kuwait Petroleum Corp yes for i,w
Clarify, update, and make minor
changes to certain provisions yes for i,w
Incorporate all previous
amendments thereto yes for i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Equity Residential EQR 29476L107 5/25/2006
Election of directors yes for all i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
BJ'S Wholesale Club BJ 05548J106 5/25/2006
Election of directors yes for all i,w
Shareholder proposal on majority
voting yes against s,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
El Paso Corp EP 28336L109 5/25/2006
Election of directors yes for all i,w
Shareholder proposal on cumulative
voting yes against s,w
Shareholder proposal on
disclosure of executive
compensation yes against s,w
Thoratec Corp THOR 885175307 5/25/2006
Election of directors yes for all i,w
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Approve 2006 stock incentive plan yes against i, a
Allied Waste Industries AW 019589308 5/25/2006
Election of directors yes for all i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Amend the 1991 incentive stock
plan yes against i,a
Approve 2006 executive incentive
compensation plan yes for i,w
Shareholder proposal on majority
voting for board of directors yes against s,w
Shareholder proposal on approving
severance agreements yes for s,a
Safeway Inc SWY 786514208 5/25/2006
Election of directors yes for all i,w
Amend the executive performance
bonus plan yes against i,a
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Shareholder proposal on
cumulative voting yes against s,w
Shareholder proposal on golden
pay vote during a merger yes for s,a
Shareholder proposal on dialogue
between directors and
shareholders yes against s,w
Shareholder proposal on labeling
genetically engineered products yes against s,w
Shareholder proposal on issuing a
sustainability report yes against s,w
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
Chiquita Brands Int'l CQB 170032809 5/25/2006 *Received proxy after voting
date*
Election of directors no for all i,w
Increase the number of shares of
common stock no against i,a
Ratify Ernst & Young LLP as
independent auditor no for i,w
Greater Bay Bancorp GBBK 391648102 5/30/2006
Election of directors yes for all i,w
Amendment to declassify the board
of directors yes for i,w
Approve omnibus equity incentive
plan yes against i, a
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Shareholder proposal on
restricting use of preffered
stock yes for s,a
DirectTV Group DTV 25459L106 6/6/2006
Election of directors yes for all i,w
Ratify independent auditor yes for i,w
Hot Topic HOTT 441339108 6/13/2006
Election of directors yes for all i,w
Approve 2006 equity incentive
plan yes against i, a
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Entegris Inc ENTG 29362U104 6/14/2006
Election of directors yes for all i,w
BE Aerospace Inc BEAV 073302101 6/28/2006
Election of directors yes for all i,w
Amend the 2005 long-term
incentive plan yes against i,a
Amend certificate of
incorporation yes for i,w
Shareholder proposal on the
Macbride Principles yes against s,w
MERIDIAN GROWTH FUND
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
Plantronics, Inc. PLT 727493108 7/21/2005
Election of directors yes for all i,w
Amend 2003 stock incentive plan yes against i, a
Amend 2002 employee stock
purchase plan yes for i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Steris Corp STE 859152100 7/29/2005
Election of directors yes for all i,w
Approve senior executive
incentive compensation plan yes for i,w
American Tower AMT 029912201 8/3/2005
Approve the issuance of shares
pursuant to the plan of merger yes for i,w
Amend the certificate of
incorporation if the merger is
consummated yes for i,w
To postpone the meeting if there
are not sufficient votes yes for i,w
Airgass, Inc ARG 009363102 8/9/2005
Election of directors yes for all i,w
Ratify KPMG LLP as independent
accountants yes for i,w
Polo Ralph Lauren corp RL 731572103 8/11/2005
Election of directors yes for all i,w
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Ruby Tuesday, Inc RI 781182100 10/5/2005
Election of directors yes for all i,w
Amend 2003 stock incentive plan yes against i, a
Ratify KPMG LLP as independent
accountants yes for i,w
Shareholder proposal on
genetically engineered
ingredients yes against s,w
Regis Corp RGS 758932107 10/27/2005
Election of directors yes for all i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Amend 1991 stock purchase plan yes for i,w
Dionex Corp DNEX 254546104 11/10/2005
Election of directors yes for all i,w
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Zale corp ZLC 988858106 11/11/2005
Election of directors yes for all i,w
Amend 2003 stock incentive plan yes against i, a
Approve outside directors 2005
stock incentive plan yes against i, a
Ratify KPMG LLP as independent
accountants yes for i,w
CBRL Group CBRL 12489V106 11/22/2005
Election of directors yes for all i,w
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Host Marriott HMT 44107P104 4/5/2006
Issuance of shares of common
stock in the transactions yes for i,w
C R Bard Inc BCR 067383109 4/19/2006
Election of directors yes for all i,w
Amend 2003 long-term incentive
plan yes against i, a
Approve directors 2005 stock
award plan yes against i, a
Amend 1998 employee stock
purchase plan yes for i,w
Ratify KPMG LLP as independent
accountants yes for i,w
Shareholder proposal on workplace
code of conduct yes against s,w
Rollins Inc ROL 775711104 4/25/2006
Election of directors yes for all i,w
Increase number of authorized
common shares yes against i, a
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
T. Rowe Price Group TROW 74144T108 4/26/2006
Election of directors yes for all i,w
Ratify KPMG LLP as independent
accountants yes for i,w
Too vote upon such other business yes for i,w
Willis Group
Holdings ltd WSH G96655108 4/26/2006
Election of directors yes for all i,w
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Diebold Inc DBD 253651103 4/27/2006
Election of directors yes for all i,w
Ratification of KPMG LLP as
independent auditor yes for i,w
Approve the amended 1991
equity/performance incentive plan yes against i, a
Symetry Medical SMA 871546206 4/27/2006
Election of directors yes for all i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Approve 2006 stock incentive plan yes for i,w
Symbol Technologies SBL 871508107 5/1/2006
Election of directors yes for all i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Getty Images GYI 374276103 5/2/2006
Election of directors yes for all i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Dentsply International XRAY 249030107 5/10/2006
Election of directors yes for all i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Mercury General Corp MCY 589400100 5/10/2006
Election of directors yes for all i,w
Republic Services RSG 760759100 5/11/2006
Election of directors yes for all i,w
Ratify independent auditor yes for i,w
SVB Financial Group SIVB 78486Q101 5/11/2006
Election of directors yes for all i,w
Approve 2006 equity incentive
plan yes against i, a
Ratify KPMG LLP as independent
accountants yes for i,w
Vishay Intertechnology VSH 928298108 5/11/2006
Election of directors yes for all i,w
Ratify Ernst & Young LLP as
independent auditor yes for i,w
Directors will determine number
of directors yes against i, a
Amend the fourth article of the
certificate of incorporation yes against i, a
Shareholder proposal on a plan
for recapitalization yes against s,w
Edwards Lifesciences EW 28176E108 5/11/2006
Election of directors yes for all i,w
Amend long-term stock incentive
compensation program yes against i, a
Ratify independent auditor yes for i,w
American Tower AMT 029912201 5/11/2006
Election of directors yes for all i,w
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
Davita Inc DVA 23918K108 5/15/2006
Election of directors yes for all i,w
Ratify KPMG LLP as independent
accountants yes for i,w
EGL Inc EAGL 268484102 5/16/2006
Election of directors yes for all i,w
Mohawk Industries MHK 608190104 5/17/2006
Election of directors yes for all i,w
Advent Software ADVS 7974108 5/17/2006
Election of directors yes for all i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Laboratory Corp of
America LH 50540R409 5/17/2006
Election of directors yes for all i,w
Amend 1995 non-employee director
stock plan yes for i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Ross Stores ROST 778296103 5/18/2006
Election of directors yes for all i,w
Approve 2005 incentive
compensation plan yes against i, a
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Host Hotels & Resorts HST 44107P104 5/18/2006
Election of directors yes for all i,w
Ratify KPMG LLP as independent
accountants yes for i,w
Shareholder proposal on majority
voting yes against s,w
UCBH Holdings Inc UCBH 90262T308 5/18/2006
Election of directors yes for all i,w
Approve the senior executives
incentive plan yes for i,w
Approve 2006 equity incentive
plan yes against i, a
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Granite Construction Inc GVA 387328107 5/22/2006
Election of directors yes for all i,w
Increase number of authorized
common shares yes against i, a
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Foot Locker Fl 344849104 5/24/2006
Election of directors yes for all i,w
Ratify independent auditor yes for i,w
Approve performance goals under
the long-term incentive plan yes for i,w
Allied Waste Industries AW 019589308 5/25/2006
Election of directors yes for all i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Amend the 1991 incentive stock
plan yes against i,a
Approve 2006 executive incentive
compensation plan yes for i,w
Shareholder proposal on majority
voting for board of directors yes against s,w
Shareholder proposal on approving
severance agreements yes for s,a
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
Royal Caribbean Cruises RCL V7780T103 5/26/2006
Election of directors yes for all i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
CSGS Systems Int'l CSGS 126349109 26-May
Election of directors yes for all i,w
Ratify KPMG LLP as independent
accountants yes for i,w
Affiliated Managers
Group AMG 008252108 5/31/2006
Election of directors yes for all i,w
Approve 2006 stock incentive plan yes against i, a
Increase number of authorized
common shares yes against i, a
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
Las Vegas Sands LVS 517834107 6/7/2006
Election of directors yes for all i,w
Ratify Pricewaterhousecoopers as
independent auditors yes for i,w
American Power
Conversion APCC 029066107 6/8/2006
Election of directors yes for all i,w
Fix the number of directors at
six yes against i, a
Ratify independent auditor yes for i,w
Amend 1997 employee stock
purchase plan yes against i,a
United Rentals URI 911363109 6/13/2006
Election of directors yes for all i,w
Amend 2001 senior stock plan yes against i, a
Ratify independent auditor yes for i,w
Shareholder proposal on majority
voting yes against s,w
Shareholder proposal on
classified board of directors yes for s,a
Filenet Corp FILE 316869106 6/15/2006
Election of directors yes for all i,w
Amend 2002 incentive award plan yes against i, a
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Petsmart PETM 716768106 6/22/2006
Election of directors yes for all i,w
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Approve 2006 equity incentive
plan yes against i, a
Claire's Stores CLE 179584107 6/27/2006
Election of directors yes for all i,w
Ratify KPMG LLP as independent
accountants yes for i,w
Shareholder proposal on
operations in Northern Ireland yes against s,w
(h), (i)
-------------------------
I= PROPOSED BY ISSUER
S=PROPOSED BY SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
(a) (b) (c) (d) (e) (f) (g) MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
VOTE NA=VOTE CAST- NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED CAST RECOMMENDATION
- ------------------------------------------------------------------------------------------------------------------------------------
BE Aerospace Inc BEAV 073302101 6/28/2006
Election of directors yes for all i,w
Amend the 2005 long-term
incentive plan yes against i,a
Amend certificate of
incorporation yes for i,w
Shareholder proposal on the
Macbride Principles yes against s,w
Bed Bath & Beyond BBBY 075896100 6/29/2006
Election of directors yes for all i,w
Ratify KPMG LLP as independent
accountants yes for i,w
Shareholder proposal on board
diversity yes against s,w
Shareholder proposal on foreign
workplace monitoring yes against s,w
Shareholder proposal on energy
efficiency yes against s,w
Amend certificate of
incorporation regarding election
of directors yes for i,w