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: 811-09060
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Holland Series Fund, Inc.
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(Exact name of registrant as specified in charter)
375 Park Avenue New York, NY 10152
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(Address of principal executive offices)
Copy to:
Michael Holland Julie Tedesco, Esq.
President and Treasurer State Street Bank and Trust Company
Holland Series Fund, Inc. One Federal Street, 9th Floor
375 Park Avenue Boston, Massachusetts 02110
New York, New York 10152
and
Brynn Peltz, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
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(Name and address of agent for service)
Registrant's telephone number, including area code: 800-304-6552
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Date of fiscal year end: September 30
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Date of reporting period: June 30, 2004
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ITEM 1. PROXY VOTING RECORD
Issuer Ticker Symbol CUSIP Meeting Date Ballot Issue
Proposed by Vote Cast Mgmt. Rec.
3M Co. MMM 88579Y101 05/11/04 Proposal 1: Election of Directors
Issuer For For
1.1 Edward A. Brennan
1.2 Michael L. Eskew
1.3 James McNerney, Jr.
1.4 Kevin W. Sharer
Proposal 2: Ratify Auditors
Issuer For For
Proposal 3: Amendment to the Certificate of Incorporation to Increase the
Authorized Common Stock Issuer For For
Proposal 4: Separation of the Roles of CEO and Chairman of the Board
Security Holder Against Against
American Express Co. AXP 025816109 04/26/04 Proposal 1: Election of Directors
Issuer For All For
1.1 D.F. Akerson
1.2 C. Barshefsky
1.3 W.G. Bowen
1.4 U.M. Burns
1.5 K.I. Chenault
1.6 P.R. Dolan
1.7 V.E. Jordan, Jr.
1.8 J. Leschly
1.9 R.A. McGinn
1.10 E.D. Miller
1.11 F.P. Popoff
1.12 R.D. Walter
Proposal 2: Ratify Selection of Ernst & Young LLP as Independent Auditor
Issuer For For
Proposal 3: Establish Six-Year Term Limits for Directors
Security Holder Against Against
Proposal 4: Request for a Separate Annual Report Describing Political
Contributions Security Holder Against Against
American International Group, inc. AIG 026874107 05/19/04 Proposal 1:Election of
Directors
Issuer For All For
1.1 M. Aidinoff
1.2 P. Chia
1.3 M. Cohen
1.4 W. Cohen
1.5 M. Feldstein
1.6 E. Futter
1.7 M. Greenberg
1.8 C. Hills
1.9 F. Hoenemeyer
1.10 R. Holbrooke
1.11 D. Kanak
1.12 H. Smith
1.13 M. Sullivan
1.14 E. TSE
1.15 F. Zarb
Proposal 2: Chief Executive Officer Annual Compensation Plan
Issuer For For
Proposal 3: Director Stock Plan
Issuer For For
Proposal 4: Ratify Selection of PricewaterhouseCoopers LLP as Independent
Accoutants for 2004
Issuer For For
Proposal 5: Political Contributions
Security Holder Against Against
Proposal 6: Executive Officer Compensation
Security Holder Against Against
Proposal 7: Investments in Tobacco Equities
Security Holder Against Against
The Bank of New York Co., Inc. BK 064057102 04/13/04 Proposal 1: Election of
Directors
Issuer For All For
1.1 Mr. Biondi
1.2 Mr. Donofrio
1.3 Mr. Griffith
1.4 Mr. Hassell
1.5 Mr. Kogan
1.6 Mr. Kowalski
1.7 Mr. Luke
1.8 Mr. Malone
1.9 Mr. Myners
1.10 Mr. Pozen
1.11 Ms. Rein
1.12 Mr. Renyl
1.13 Mr. Richardson
1.14 Mr. Roberts
1.15 Mr. Scott
Proposal 2: Ratify Auditors
Issuer For For
Proposal 3: Approve Amendment to the 2004 Management Incentive Compensation Plan
Issuer For For
Proposal 4: Political Contributions
Security Holder Against Against
Proposal 5: Executive Compensation
Security Holder Against Against
Proposal 6: Composition of the Risk Committee
Security Holder Against Against
Proposal 7: Company's Rights Plan
Security Holder Against Against
Berkshire Hathaway, Inc. Class A BRK/A 084670108 05/01/04 Proposal 1: Election
of Directors
Issuer For All For
1.1 Warren E. Buffett
1.2 Charles T. Munger
1.3 Susan T. Buffett
1.4 Howard G. Buffett
1.5 Malcolm G. Chace
1.6 David S. Gottesman
1.7 Charlotte Guyman
1.8 Donald R. Keough
1.9 Thomas S. Murphy
1.10 Ronald L. Olson
1.11 Walter Scott, Jr.
Proposal 2: Political Contributions
Security Holder Against Against
Chevron Texaco Corporation CVX 166764100 04/28/04 Proposal 1: Election of
Directors Issuer
For All For
1.1 S.H. Armacost
1.2 R.E. Denham
1.3 R.J.Eaton
1.4 S.Ginn
1.5 C.A. Hills
1.6 F.G. Jennifer
1.7 J.B. Johnston
1.8 S. Nunn
1.9 D.J. O'Reilly
1.10 P.J. Robertson
1.11 C.R. Shoemate
1.12 C. Ware
Proposal 2: Ratify Independent Accountants
Issuer For For
Proposal 3: Support for the Stockholder Rights Plan Plicy
Issuer For For
Proposal 4: Approve Long-Term Incentive Plan
Issuer For For
Proposal 5: HIV/AIDs, TB and Malaria
Security Holder Against Against
Proposal 6: Political Disclosure
Security Holder Against Against
Proposal 7: Director Election Vote Threshold
Security Holder Against Against
Proposal 8: Report on Ecuador
Security Holder Against Against
Proposal 9: Renewable Energy
Security Holder Against Against
Citigroup, Inc. C 172967101 04/20/04 Proposal 1: Election of Directors
Issuer For All For
1.1 C. Michael Armstrong
1.2 Alain J.P. Belda
1.3 George David
1.4 Kenneth T. Derr
1.5 John M. Deutch
1.6 R. Hernandez Ramirez
1.7 Ann Dibble Jordan
1.8 Dudley C. Mecum
1.9 Richard D. Parsons
1.10 Andrall E. Pearson
1.11 Charles Prince
1.12 Robert E. Rubin
1.13 Franklin A. Thomas
1.14 Sanford I. Weill
1.15 Robert B. Willumstad
Proposal 2: Ratify the Selection of KPMG LLP as Citigroup's Independent Auditors
for 2004
Issuer For For
Proposal 3: Curb on Executive Compensation, No Future Stock Option Grants and No
Renewals or Extensions of Option Plans
Security Holder Against Against
Proposal 4: Report on Political Contributions
Security Holder Against Against
Proposal 5: Discontinuation of all Rights Options, SAR's and Possible Severance
Payments to the Top 5 of Management
Security Holder Against Against
Proposal 6: Request that Chairman of the Board Have no Management Duties, Titles
or Responsibilities
Security Holder Against Against
Coca Cola Co. KO 191216100 04/21/04 Proposal 1: Election of Directors
Issuer For All For
1.1 Herbert A. Allen
1.2 Ronald W. Allen
1.3 Cathleen P. Black
1.4 Warren E. Buffett
1.5 Douglas N. Daft
1.6 Barry Diller
1.7 Donald R. Keough
1.8 Susan Bennett King
1.9 Maria Elena Lagomasino
1.10 Donald F. McHenry
1.11 Robert L. Nardelli
1.12 Sam Nunn
1.13 J. Pedro Reinhard
1.14 James D. Robinson III
1.15 Peter V. Ueberroth
1.16 James B. Williams
Proposal 2: Ratify the Selection of Ernst & Young LLP as Independent Auditors
for 2004
Issuer For For
Proposal 3: Global HIV/AIDS Pandemic Report
Security Holder For For
Proposal 4: Stock Option Glass Ceiling Report
Security Holder Against Against
Proposal 5: Executive Compensation
Security Holder Against Against
Proposal 6: Restricted Stock
Security Holder Against Against
Proposal 7: Senior Executive Participation in Company's Compensation & Deferral
Investment Program
Security Holder Against Against
Proposal 8: The China Business Principles
Security Holder Against Against
Proposal 9: Separate Positions of CEO and Chairman
Security Holder Against Against
Exxon Mobil Corp. XOM 30231G102 05/26/04 Proposal 1: Election of Directors
Issuer For All For
1.1 M.J. Boskin
1.2 J.R. Houghton
1.3 W.R. Howell
1.4 R.C. King
1.5 P.E. Lippincott
1.6 H.J. Longwell
1.7 H.A. McKinnell, Jr.
1.8 M.C. Nelson
1.9 L.R. Raymond
1.10 W.V.Shipley
1.11 R.W. Tillerson
Proposal 2: Ratification of Independent auditors
Issuer For For
Proposal 3: Approval of 2004 Non-Employee Director Restricted Stock Plan
Issuer For For
Proposal 4: Political Contributions
Security Holder Against Against
Proposal 5: Political Contributions Report
Security Holder Against Against
Proposal 6: Media Response on Equatorial Guinea
Security Holder Against Against
Proposal 7: Board Chairman and CEO
Security Holder Against Against
Proposal 8: Executive Compensation
Security Holder Against Against
Proposal 9: Equity Compensation Report
Security Holder Against Against
Proposal 10: Amendment of EEO Policy
Security Holder Against Against
Proposal 11: Climate Science Report
Security Holder Against Against
General Electric Co. GE 369604103 04/28/04 Proposal 1: Election of Directors
Issuer For All For
1.1 James I. Cash, Jr.
1.2 Dennis D. Dammerman
1.3 Ann M. Fudge
1.4 Claudio X. Gonzalez
1.5 Jeffrey R. Immelt
1.6 Andrea Jung
1.7 Alan G. Lafley
1.8 Kenneth G. Langone
1.9 Ralph S. Larsen
1.10 Rochelle B. Lazarus
1.11 Sam Nunn
1.12 Roger S. Penske
1.13 Robert J. Swieringa
1.14 Douglas A. Warner III
1.15 Rober C. Wright
Proposal 2: Ratify Selection of KPMG LLP the independent Auditor
Issuer For For
Proposal 3: Add Revenue Measurement to Executive Officer Performance Goals for
Long-Term Performance Awards
Issuer For For
Proposal 4: Cumulative Voting in the Selection of Directors
Security Holder Against Against
Proposal 5: Request the Elimination of Animal Testing and a Committee to Monitor
and Counsel the Board on Ethical, Human Health, and Scientific Issues
Security Holder Against Against
Proposal 6: Report on Current Vulnerability and Substantial Risks of the Interim
Storage of Irradiated Fuel Rods
Security Holder Against Against
Proposal 7: That the Board of Directors report, by August 1, 2004, its annual
expenditures and costs relating to environmental consequences of PCB exposures,
GE's remediation of sites contaminated by PCBs,etc.
Security Holder Against Against
Proposal 8: Report on the Risk and Damage of Outsourcing Manufacturing and
Service Work
Security Holder Against Against
Proposal 9: Sustainability Report
Security Holder Against Against
Proposal 10: Adoption of a Policy that no Board Member Shall Serve on the
Managemnt Development and Compensation Committee if He or She is not an
Independet Director
Security Holder Against Against
Proposal 11: Review of Executive Compensation Policies
Security Holder Against Against
Proposal 12: Cessation of all Executive Stock Option and Bonus Programs
Security Holder Against Against
Proposal 13: Limit Number of Directorships Director's Can Have
Security Holder Against Against
Proposal 14: Amend the By-Laws to Require that Chairman of the Board is an
Independent Director
Security Holder Against Against
Proposal 15: Hire an Investment bank to explore the Sale of the Company
Security Holder Against Against
Proposal 16: Adopt Policy to Require Senior Executives and Directors to Commit
to Hold at Least 50% of GE Shares Obtained by Exercising Stock Options
Throughout Their Tenure
Security Holder Against Against
Proposal 17: Implement and Average Independence Level for the Board
Security Holder Against Against
Proposal 18: Report that Contains Policies for Political Contribution, an
Accounting of the Company's Resources, a Business Rationale for each Political
Contribution and the People in the Company Who Participated in Making the
Decisions to Contribute
Security Holder Against Against
Intel Corp. INTC 458140100 05/19/04 Proposal 1: Election of Directors
Issuer For All For
1.1 Craig R. Barrett
1.2 Charlene Barshefsky
1.3 John P. Browne
1.4 Andrew S. Grove
1.5 D. James Guzy
1.6 Reed E. Hundt
1.7 Paul S. Otellini
1.8 David S. Pottruck
1.9 Jane E. Shaw
1.10 John L. Thornton
1.11 David B. Yoffie
Proposal 2: Ratify Selection of Independent Auditors
Issuer For For
Proposal 3: Approval of the 2004 Equity Incentive Plan
Issuer For For
Proposal 4: Expense Stock Options
Security Holder Against Against
Proposal 5: Use of Performance-Vesting Stock
Security Holder Against Against
Proposal 6: Use of Performance-Based Stock Options
Security Holder Against Against
International Business Machines Corp. IBM 459200101 04/27/04 Proposal 1:
Election of Directors
Issuer For All For
1.1 C. Black
1.2 K.I. Chenault
1.3 C. Ghosn
1.4 N.O. Keohane
1.5 C.F. Knight
1.6 L.A. Noto
1.7 S.J. Palmisano
1.8 J.B. Slaughter
1.9 J.E. Spero
1.10 S. Taurel
1.11 C.M. Vest
1.12 L.H. Zambrano
Proposal 2: Ratify Appointment of PricewaterhouseCoopers LLP as Independent
Accountant
Issuer For For
Proposal 3: Ratify Appointment of Ernst & Young LLP as Independent Accoutnants
for the Business Consulting Services Unit
Issuer For For
Proposal 4: Approval of Long-Term Incentive Performance Terms for Certain
Executives
Issuer For For
Proposal 5: Cumulative Voting
Security Holder Against Against
Proposal 6: Pension and Retirement Medical
Security Holder Against Against
Proposal 7: Executive Compensation
Security Holder Against Against
Proposal 8: Expensing Stock Options
Security Holder Against Against
Proposal 9: Disclosure of Executive Compensation
Security Holder Against Against
Proposal 10: China Business Principles
Security Holder Against Against
Proposal 11: Political Contributions
Security Holder Against Against
Proposal 12: Review of Executive Compensation Policies
Security Holder Against Against
Johnson & Johnson JNJ 478160104 04/22/04 Proposal 1: Election of Directors
Issuer For All For
1.1 Gerard N. Burrow
1.2 Mary S. Coleman
1.3 James G. Cullen
1.4 Robert J. Darretta
1.5 M. Judah Folkman
1.6 Ann D. Jordan
1.7 Arnold G. Langbo
1.8 Susan L. Lindquist
1.9 Leo F. Mullin
1.10 Steven S. Reinemund
1.11 David Satcher
1.12 Henry B. Schacht
1.13 William C. Weldon
Proposal 2: Ratify the Appointment of PricewaterhouseCoopers LLP as Independent
Auditors
Issuer For For
Proposal 3: Charitable Contributions
Security Holder Against Against
Medco Health Solutions, Inc. MHS 58405U102 04/21/04 Proposal 1: Election of 3
Class I Directors
Issuer For All For
1.1 David B. Snow, Jr.
1.2 Howard W. Barker, Jr.
1.3 Brian L. Strom, M.D., M.P.H.
Proposal 2: Ratify the Appointment of PricewaterhouseCoopers LLP as Independent
Public Accountants
Issuer For For
Merck & Co., Inc. MRK 589331107 04/27/04 Proposal 1: Election of Directors
Issuer For All For
1.1 Peter C. Wendell
1.2 Dr. William G. Bowen
1.3 William M. Daley
1.4 Dr. Thomas E.Shenk
1.5 Wendell P. Weeks
Proposal 2: Ratify Appointment of PricewaterhouseCoopers LLP as Independent
Auditors
Issuer For For
Proposal 3: Amend Restated Certificate of Incorporation to Declassify the Board
of Directors
Issuer For For
Proposal 4: Managemnt Compensation
Security Holder Against Against
Proposal 5: Extension of Prescription Drug Patents
Security Holder Against Against
Proposal 6: Ethical and Social Performance of the Company
Security Holder Against Against
Proposal 7: Use of Shareholder Resources for Political Purposes
Security Holder Against Against
Proposal 8: Report Related to the Global HIV/AIDS Pandemic
Security Holder Against Against
Microsoft Corp. MSFT 594918104 11/11/03 Proposal 1: Election of Directors
Issuer For All For
1.1 William H. Gates, III
1.2 Steven A. Ballmer
1.3 James I. Cash, Jr., Ph.D
1.4 Raymond V. Gilmartin
1.5 Ann McLaughlin Korologos
1.6 David F. Marquardt
1.7 Charles H. Noski
1.8 Dr. Helmut Panke
1.9 Wm. G. Reed, Jr.
1.10 John A. Shirley
Proposal 2: Amendments to the 2001 Stock Plan
Issuer For For
Proposal 3: Amendments to the 1999 Stock Option Plan for Non-Employee Directors
Issuer For For
Proposal 4: Refrain from giving Charitable Contributions
Security Holder Against Against
Pfizer, Inc. PFE 717081103 04/22/04 Proposal 1: Election of Directors
Issuer For All For
1.1 Michael S. Brown
1.2 M. Anthony Burns
1.3 Robert N. Burt
1.4 W. Don Cornwell
1.5 William H. Gray III
1.6 Constance J. Horner
1.7 William R. Howell
1.8 Stanley O. Ikenberry
1.9 George A. Lorch
1.10 Henry A. McKinnell
1.11 Dana G. Mead
1.12 Franklin D. Raines
1.13 Ruth J. Simmons
1.14 William C. Steere, Jr.
1.15 Jean-Paul Valles
Proposal 2: Approve the Appointment of KPMG LLP as Independent Auditors for 2004
Issuer For For
Proposal 3: Approve the Pfizer Inc. 2004 Stock Plan
Issuer For For
Proposal 4: Review Economic Effects of the HIV/AIDS, TB and Malaria Pandemics on
the Company's Business Strategy
Security Holder Against Against
Proposal 5: Political Contributions
Security Holder Against Against
Proposal 6: Annual Report on Corporate Resources Devoted to Supporting Political
Entities or Candidates
Security Holder Against Against
Proposal 7: Impose Term Limits on Directors
Security Holder Against Against
Proposal 8: Report on Increasing Access to Pfizer Products
Security Holder Against Against
Proposal 9: Stock Options
Security Holder Against Against
Proposal 10: In Vitro Testing
Security Holder Against Against
Schlumberger, Ltd. SLB 806857108 04/14/04 Proposal 1: Election of Directors
Issuer For All For
1.1 J. Deutch
1.2 J.S. Gorelick
1.3 A. Gould
1.4 T. Isaac
1.5 A. Lajous
1.6 A. Levy-Lang
1.7 D. Primat
1.8 T. Sandvold
1.9 N. Seydoux
1.10 L.G. Stuntz
Proposal 2: Adoption and Approval of Financials and Dividends
Issuer For For
Proposal 3: Approval of Adoption of the 2004 Stock and Deferral Plan for
Non-Employee Directors
Issuer For For
Proposal 4: Approval of Auditors
Issuer For For
Wal-Mart Stores, Inc. WMT 931142103 06/04/04 Proposal 1: Election of Directors
Issuer For All For
1.1 James W. Breyer
1.2 M. Michele Burns
1.3 Thomas M. Coughlin
1.4 David D. Glass
1.5 Roland A. Hernandez
1.6 Dawn G. Lepore
1.7 John D. Opie
1.8 J. Paul Reason
1.9 H. Lee Scott, Jr.
1.10 Jack C. Shewmaker
1.11 Jose H. Villarreal
1.12 John T. Walton
1.13 S. Robson Walton
1.14 Christopher J. Williams
Proposal 2: Approve ASDA Colleague Share Ownership Plan of 1999
Issuer For For
Proposal 3: Approve ASDA Sharesave Plan of 2000
Issuer For For
Proposal 4: Approve Wal-Mart Stores, Inc. 2004 Associate Stock Purchase Plan
Issuer For For
Proposal 5: Ratify the Appointment of Independent Accountants
Issuer For For
Proposal 6: Independent Chairman
Security Holder Against Against
Proposal 7: Sustainability Report
Security Holder Against Against
Proposal 8: Equity Compensation
Security Holder Against Against
Proposal 9: Genetically Engineered Food Products
Security Holder Against Against
Proposal 10: Equal Employment Opportunity Report
Security Holder Against Against
Proposal 11: Shareholder Approval of Participation in the Officer Deferred
Compensation Plan.
Security Holder Against Against
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.
HOLLAND SERIES FUND, INC.
By: /s/ Michael F. Holland
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Michael F. Holland
President and Treasurer
August 18, 2004