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 811-2514
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ING VARIABLE FUNDS
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(Exact name of registrant as specified in charter)
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
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(Address of principal executive offices) (Zip code)
Theresa K. Kelety, Esq.
ING Investments, LLC
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258
With copies to:
Philip H. Newman, Esq.
Goodwin Procter, LLP
Exchange Place - 53 State Street
Boston, MA 02109
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(Name and address of agent for service)
Registrant's telephone number, including area code: (800) 992-0180
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Date of fiscal year end: December 31
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Date of reporting period: July 1, 2004 - June 30, 2005
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******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-02514
Reporting Period: 07/01/2004 - 06/30/2005
ING Variable Funds
====================== ING VP GROWTH AND INCOME PORTFOLIO ======================
ACTIVISION, INC.
Ticker: ATVI Security ID: 004930202
Meeting Date: APR 4, 2005 Meeting Type: Special
Record Date: MAR 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Increase Authorized Common Stock For For Management
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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
1.1 Elect Director Betsy Z. Cohen For For Management
1.2 Elect Director Barbara Hackman Franklin For For Management
1.3 Elect Director Jeffrey E. Garten For For Management
1.4 Elect Director Earl G. Graves For For Management
1.5 Elect Director Gerald Greenwald For For Management
1.6 Elect Director Ellen M. Hancock For For Management
1.7 Elect Director Michael H. Jordan For For Management
1.8 Elect Director Edward J. Ludwig For For Management
1.9 Elect Director Joseph P. Newhouse For For Management
1.10 Elect Director John W. Rowe, M.D. For For Management
1.11 Elect Director Ronald A. Williams For For Management
2 Ratify Auditors For For Management
3 Amend Stock Option Plan For For Management
4 Amend Executive Incentive Bonus Plan For For Management
5 Restore or Provide for Cumulative Voting Against Against Shareholder
6 Expense Stock Options Against For Shareholder
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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
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ALCOA INC.
Ticker: AA Security ID: 013817101
Meeting Date: APR 22, 2005 Meeting Type: Annual
Record Date: JAN 24, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Joseph T. Gorman For For Management
1.2 Elect Director Klaus Kleinfeld For For Management
2 Ratify Auditors For For Management
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ALLSTATE CORP., THE
Ticker: ALL Security ID: 020002101
Meeting Date: MAY 17, 2005 Meeting Type: Annual
Record Date: MAR 18, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director F. Duane Ackerman For For Management
1.2 Elect Director James G. Andress For For Management
1.3 Elect Director Edward A. Brennan For For Management
1.4 Elect Director W. James Farrell For For Management
1.5 Elect Director Jack M. Greenberg For For Management
1.6 Elect Director Ronald T. LeMay For For Management
1.7 Elect Director Edward M. Liddy For For Management
1.8 Elect Director J. Christopher Reyes For For Management
1.9 Elect Director H. John Riley, Jr. For For Management
1.10 Elect Director Joshua I. Smith For For Management
1.11 Elect Director Judith A. Sprieser For For Management
1.12 Elect Director Mary Alice Taylor For For Management
2 Ratify Auditors For For Management
3 Provide for Cumulative Voting Against Against Shareholder
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ALTRIA GROUP, INC.
Ticker: MO Security ID: 02209S103
Meeting Date: APR 28, 2005 Meeting Type: Annual
Record Date: MAR 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Elizabeth E. Bailey For For Management
1.2 Elect Director Harold Brown For For Management
1.3 Elect Director Mathis Cabiallavetta For For Management
1.4 Elect Director Louis C. Camilleri For For Management
1.5 Elect Director J. Dudley Fishburn For For Management
1.6 Elect Director Robert E. R. Huntley For For Management
1.7 Elect Director Thomas W. Jones For For Management
1.8 Elect Director George Munoz For For Management
1.9 Elect Director Lucio A. Noto For For Management
1.10 Elect Director John S. Reed For For Management
1.11 Elect Director Carlos Slim Helu For For Management
1.12 Elect Director Stephen M. Wolf For For Management
2 Approve Omnibus Stock Plan For For Management
3 Amend Non-Employee Director Stock Option For For Management
Plan
4 Ratify Auditors For For Management
5 Eliminate Animal Testing Against Against Shareholder
6 Product Warnings for Pregnant Women Against Against Shareholder
7 Cease Use of Light and Ultra Light in Against Against Shareholder
Cigarette Marketing
8 Apply Fire Safety Standards for Against Against Shareholder
Cigarettes
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AMERICAN STANDARD COMPANIES INC.
Ticker: ASD Security ID: 029712106
Meeting Date: MAY 3, 2005 Meeting Type: Annual
Record Date: MAR 10, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jared L. Cohon For For Management
1.2 Elect Director Paul J. Curlander For For Management
1.3 Elect Director Frederic M. Poses For For Management
2 Ratify Auditors For For Management
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AMGEN, INC.
Ticker: AMGN Security ID: 031162100
Meeting Date: MAY 11, 2005 Meeting Type: Annual
Record Date: MAR 18, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dr. David Baltimore For For Management
1.2 Elect Director Ms. Judith C. Pelham For For Management
1.3 Elect Director Mr. Kevin W. Sharer For For Management
2 Ratify Auditors For For Management
3 Eliminate Animal Testing Against Against Shareholder
4 Review/Limit Executive Compensation Against Against Shareholder
5 Adopt Retention Ratio for Executives Against Against Shareholder
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ANADARKO PETROLEUM CORP.
Ticker: APC Security ID: 032511107
Meeting Date: MAY 12, 2005 Meeting Type: Annual
Record Date: MAR 14, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John R. Butler For For Management
1.2 Elect Director Preston M. Geren III For For Management
1.3 Elect Director John R. Gordon For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Report on Political Contributions Against Against Shareholder
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BANK OF AMERICA CORP.
Ticker: BAC Security ID: 060505104
Meeting Date: APR 27, 2005 Meeting Type: Annual
Record Date: MAR 4, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William Barnet, III For For Management
1.2 Elect Director Charles W. Coker For For Management
1.3 Elect Director John T. Collins For For Management
1.4 Elect Director Gary L. Countryman For For Management
1.5 Elect Director Paul Fulton For For Management
1.6 Elect Director Charles K. Gifford For For Management
1.7 Elect Director W. Steven Jones For For Management
1.8 Elect Director Kenneth D. Lewis For For Management
1.9 Elect Director Walter E. Massey For For Management
1.10 Elect Director Thomas J. May For For Management
1.11 Elect Director Patricia E. Mitchell For For Management
1.12 Elect Director Edward L. Romero For For Management
1.13 Elect Director Thomas M. Ryan For For Management
1.14 Elect Director O. Temple Sloan, Jr. For For Management
1.15 Elect Director Meredith R. Spangler For For Management
1.16 Elect Director Robert L. Tillman For For Management
1.17 Elect Director Jackie M. Ward For For Management
2 Ratify Auditors For For Management
3 Report on Political Contributions Against Against Shareholder
4 Director Nominee Amendment Against Against Shareholder
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BAXTER INTERNATIONAL INC.
Ticker: BAX Security ID: 071813109
Meeting Date: MAY 3, 2005 Meeting Type: Annual
Record Date: MAR 4, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Blake E. Devitt For For Management
1.2 Elect Director Joseph B. Martin, M.D., For For Management
Ph. D.
1.3 Elect Director Robert L. Parkinson, Jr. For For Management
1.4 Elect Director Thomas T. Stallkamp For For Management
1.5 Elect Director Albert P.L. Stroucken For For Management
2 Ratify Auditors For For Management
3 Restore or Provide for Cumulative Voting Against For Shareholder
4 Prohibit Auditor from Providing Non-Audit Against Against Shareholder
Services
5 Declassify the Board of Directors None For Shareholder
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BEST BUY CO., INC.
Ticker: BBY Security ID: 086516101
Meeting Date: JUN 23, 2005 Meeting Type: Annual
Record Date: APR 25, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ronald James For For Management
1.2 Elect Director Elliot S. Kaplan For For Management
1.3 Elect Director Matthew H. Paull For For Management
1.4 Elect Director Richard M. Schulze For For Management
1.5 Elect Director Mary A. Tolan For For Management
1.6 Elect Director Hatim A. Tyabji For For Management
2 Ratify Auditors For For Management
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BJ SERVICES COMPANY
Ticker: BJS Security ID: 055482103
Meeting Date: MAR 24, 2005 Meeting Type: Annual
Record Date: FEB 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director L. William Heiligbrodt For For Management
1.2 Elect Director James L. Payne For For Management
1.3 Elect Director J.W. Stewart For For Management
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BOEING CO., THE
Ticker: BA Security ID: 097023105
Meeting Date: MAY 2, 2005 Meeting Type: Annual
Record Date: MAR 3, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kenneth M. Duberstein For Withhold Management
1.2 Elect Director W. James McNerney, Jr. For Withhold Management
1.3 Elect Director Lewis E. Platt For Withhold Management
1.4 Elect Director Mike S. Zafirovski For For Management
2 Ratify Auditors For For Management
3 Adopt Human Rights Policy Against Against Shareholder
4 Develop Ethical Criteria for Military Against Against Shareholder
Contracts
5 Report on Political Contributions Against Against Shareholder
6 Declassify the Board of Directors Against For Shareholder
7 Adopt Simple Majority Vote Requirement Against For Shareholder
8 Establish Other Board Committee Against Against Shareholder
9 Separate Chairman and CEO Positions Against Against Shareholder
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BUSINESS OBJECTS S.A.
Ticker: BOBJ Security ID: 12328X107
Meeting Date: JUN 14, 2005 Meeting Type: Annual
Record Date: APR 15, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE STATUTORY FINANCIAL For Did Not Management
STATEMENTS FOR THE FISCAL YEAR ENDED Vote
DECEMBER 31, 2004.
2 APPROVAL OF THE CONSOLIDATED FINANCIAL For Did Not Management
STATEMENTS FOR THE FISCAL YEAR ENDED Vote
DECEMBER 31, 2004.
3 ALLOCATION OF EARNINGS FOR THE FISCAL For Did Not Management
YEAR ENDED DECEMBER 31, 2004. Vote
4 RENEWAL OF THE TERM OF OFFICE OF MR. For Did Not Management
GERALD HELD AS DIRECTOR. Vote
5 RATIFICATION OF THE APPOINTMENT OF MR. For Did Not Management
CARL PASCARELLA AS DIRECTOR. Vote
6 Ratify Auditors For Did Not Management
Vote
7 RATIFICATION OF REGULATED AGREEMENTS. For Did Not Management
Vote
8 INCREASE OF THE AGGREGATE AMOUNT OF For Did Not Management
AUTHORIZED DIRECTORS FEES. Vote
9 AUTHORIZATION GRANTED TO THE BOARD OF For Did Not Management
DIRECTORS TO REPURCHASE ORDINARY SHARES Vote
OF THE COMPANY.
10 TO REDUCE THE SHARE CAPITAL BY For Did Not Management
CANCELLATION OF TREASURY SHARES. Vote
11 TO ISSUE WARRANTS TO SUBSCRIBE UP TO A For Did Not Management
MAXIMUM OF 45,000 ORDINARY SHARES Vote
RESERVED FOR MR. GERALD HELD.
12 TO ISSUE WARRANTS TO SUSBCRIBE UP TO A For Did Not Management
MAXIMUM OF 45,000 ORDINARY SHARES Vote
RESERVED FOR MR. CARL PASCARELLA.
13 TO INCREASE THE SHARE CAPITAL THROUGH THE For Did Not Management
ISSUANCE OF ORDINARY SHARES, WITH Vote
SUBSCRIPTION RESERVED TO THE PARTICIPANTS
IN THE COMPANY EMPLOYEE SAVINGS PLAN.
14 TO INCREASE THE SHARE CAPITAL TRHOUGH THE For Did Not Management
ISSUANCE OF ORDINARY SHARES, WITH Vote
SUBSCRIPTION RESERVED TO THE 2004
BUSINESS OBJECTS S.A. EMPLOYEE BENEFITS
TRUST UNDER THE 2004 INTERNATIONAL
EMPLOYEE STOCK PURCHASE PLAN.
15 TO ALLOCATE, FREE OF CHARGE, EXISTING For Did Not Management
ORDINARY SHARES, OR TO ISSUE NEW ORDINARY Vote
SHARES, FREE OF CHARGE, TO THE EMPLOYEES
AND CERTAIN OFFICERS OF THE COMPANY AND
TO THE EMPLOYEES OF THE COMPANY S
SUBSIDIARIES.
16 THE AMENDMENT OF THE ARTICLE 7.2 OF THE For Did Not Management
COMPANY S ARTICLES OF ASSOCIATION. Vote
17 AMENDMENTS OF THE COMPANY S ARTICLES OF For Did Not Management
ASSOCIATION TO CONFORM THEM TO THE NEW Vote
PROVISIONS OF THE FRENCH COMMERCIAL CODE.
18 THE REMOVAL OF THE FIFTEENTH, SEVENTEENTH For Did Not Management
AND TWENTY-FOURTH PARAGRAPHS OF THE Vote
ARTICLE 6 OF THE COMPANY S ARTICLES OF
ASSOCIATION.
19 TO GRANT FULL POWERS OF ATTORNEY TO CARRY For Did Not Management
OUT REGISTRATIONS AND FORMALITIES. Vote
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CABLEVISION SYSTEMS CORP.
Ticker: CVC Security ID: 12686C109
Meeting Date: MAY 19, 2005 Meeting Type: Annual
Record Date: APR 4, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles D. Ferris For For Management
1.2 Elect Director Richard H. Hochman For For Management
1.3 Elect Director Victor Oristano For For Management
1.4 Elect Director Vincent Tese For For Management
1.5 Elect Director Thomas V. Reifenheiser For For Management
1.6 Elect Director John R. Ryan For For Management
2 Ratify Auditors For For Management
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CALPINE CORP.
Ticker: CPN Security ID: 131347106
Meeting Date: MAY 25, 2005 Meeting Type: Annual
Record Date: APR 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter Cartwright For For Management
1.2 Elect Director Susan C. Schwab For For Management
1.3 Elect Director Susan Wang For For Management
2 Declassify the Board of Directors For For Management
3 Ratify Auditors For For Management
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CAPITAL ONE FINANCIAL CORP.
Ticker: COF Security ID: 14040H105
Meeting Date: APR 28, 2005 Meeting Type: Annual
Record Date: FEB 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Patrick W. Gross For For Management
1.2 Elect Director Ann Fritz Hackett For For Management
2 Ratify Auditors For For Management
3 Require a Majority Vote for the Election Against Against Shareholder
of Directors
4 Report on Pay Disparity Against Against Shareholder
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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
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CITIGROUP INC.
Ticker: C Security ID: 172967101
Meeting Date: APR 19, 2005 Meeting Type: Annual
Record Date: FEB 25, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director C. Michael Armstrong For For Management
1.2 Elect Director Alain J.P. Belda For For Management
1.3 Elect Director George David For For Management
1.4 Elect Director Kenneth T. Derr For For Management
1.5 Elect Director John M. Deutch For For Management
1.6 Elect Director Roberto Hernandez Ramirez For For Management
1.7 Elect Director Ann Dibble Jordan For For Management
1.8 Elect Director Klaus Kleinfeld For For Management
1.9 Elect Director Dudley C. Mecum For For Management
1.10 Elect Director Anne Mulcahy For For Management
1.11 Elect Director Richard D. Parsons For For Management
1.12 Elect Director Charles Prince For For Management
1.13 Elect Director Judith Rodin For For Management
1.14 Elect Director Robert E. Rubin For For Management
1.15 Elect Director Franklin A. Thomas For For Management
1.16 Elect Director Sanford I. Weill For For Management
1.17 Elect Director Robert B. Willumstad For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Limit/Prohibit Awards to Executives Against Against Shareholder
5 Report on Political Contributions Against Against Shareholder
6 Prohibit Chairman From Management Duties, Against For Shareholder
Titles or Responsibilities
7 Limit Executive Compensation Against Against Shareholder
8 Require a Majority Vote for the Election Against For Shareholder
of Directors
9 Review/Limit Executive Compensation Against Against Shareholder
10 Adopt Simple Majority Vote Against For Shareholder
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CITY NATIONAL CORP.
Ticker: CYN Security ID: 178566105
Meeting Date: MAY 4, 2005 Meeting Type: Annual
Record Date: MAR 15, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard L. Bloch For For Management
1.2 Elect Director Bram Goldsmith For For Management
1.3 Elect Director Robert H. Tuttle For For Management
1.4 Elect Director Kenneth Ziffren For For Management
2 Ratify Auditors For For Management
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COUNTRYWIDE FINANCIAL CORP.
Ticker: CFC Security ID: 222372104
Meeting Date: AUG 17, 2004 Meeting Type: Special
Record Date: JUL 9, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Increase Authorized Common Stock For For Management
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COUNTRYWIDE FINANCIAL CORP.
Ticker: CFC Security ID: 222372104
Meeting Date: JUN 15, 2005 Meeting Type: Annual
Record Date: APR 20, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Angelo R. Mozilo For For Management
1.2 Elect Director Stanford L. Kurland For For Management
1.3 Elect Director Oscar P. Robertson For For Management
1.4 Elect Director Keith P. Russell For For Management
2 Amend Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
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CVS CORPORATION
Ticker: CVS Security ID: 126650100
Meeting Date: MAY 12, 2005 Meeting Type: Annual
Record Date: MAR 15, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director W. Don Cornwell For For Management
1.2 Elect Director Thomas P. Gerrity For For Management
1.3 Elect Director Stanley P. Goldstein For For Management
1.4 Elect Director Marian L. Heard For For Management
1.5 Elect Director William H. Joyce For For Management
1.6 Elect Director Terrence Murray For For Management
1.7 Elect Director Sheli Z. Rosenberg For For Management
1.8 Elect Director Thomas M. Ryan For For Management
1.9 Elect Director Alfred J. Verrecchia For For Management
2 Ratify Auditors For For Management
3 Require a Majority Vote for the Election Against Against Shareholder
of Directors
4 Performance- Based/Indexed Options Against Against Shareholder
5 Review/Limit Executive Compensation Against Against Shareholder
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DANAHER CORP.
Ticker: DHR Security ID: 235851102
Meeting Date: MAY 4, 2005 Meeting Type: Annual
Record Date: MAR 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director H. Lawrence Culp, Jr. For For Management
1.2 Elect Director Mitchell P. Rales For For Management
1.3 Elect Director A. Emmet Stephenson, Jr. For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Require a Majority Vote for the Election Against Against Shareholder
of Directors
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DOW CHEMICAL COMPANY, THE
Ticker: DOW Security ID: 260543103
Meeting Date: MAY 12, 2005 Meeting Type: Annual
Record Date: MAR 14, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jacqueline K. Barton For For Management
1.2 Elect Director Anthony J. Carbone For For Management
1.3 Elect Director Barbara H. Franklin For For Management
1.4 Elect Director Andrew N. Liveris For For Management
1.5 Elect Director Harold T. Shapiro For For Management
2 Ratify Auditors For For Management
3 Report on Persistent Bioaccumulative and Against Against Shareholder
Toxic Chemicals
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DREAMWORKS ANIMATION SKG, INC.
Ticker: DWA Security ID: 26153C103
Meeting Date: JUN 22, 2005 Meeting Type: Annual
Record Date: APR 25, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey Katzenberg For For Management
1.2 Elect Director Roger A. Enrico For Withhold Management
1.3 Elect Director Paul G. Allen For Withhold Management
1.4 Elect Director Lewis W. Coleman For For Management
1.5 Elect Director David Geffen For Withhold Management
1.6 Elect Director Mellody Hobson For For Management
1.7 Elect Director Nathan Myhrvold For For Management
1.8 Elect Director Howard Schultz For For Management
1.9 Elect Director Margaret C. Whitman For For Management
2 Ratify Auditors For For Management
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EBAY INC.
Ticker: EBAY Security ID: 278642103
Meeting Date: JUN 23, 2005 Meeting Type: Annual
Record Date: APR 25, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Fred D. Anderson For For Management
1.2 Elect Director Edward W. Barnholt For For Management
1.3 Elect Director Scott D. Cook For For Management
1.4 Elect Director Robert C. Kagle For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Increase Authorized Common Stock For For Management
4 Ratify Auditors For For Management
5 Performance- Based/Indexed Options Against Against Shareholder
6 Require a Majority Vote for the Election Against Against Shareholder
of Directors
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ELECTRONIC ARTS INC.
Ticker: ERTS Security ID: 285512109
Meeting Date: JUL 29, 2004 Meeting Type: Annual
Record Date: JUN 8, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director M. Richard Asher For For Management
1.2 Elect Director William J. Byron For For Management
1.3 Elect Director Leonard S. Coleman For For Management
1.4 Elect Director Gary M. Kusin For For Management
1.5 Elect Director Gregory B. Maffei For For Management
1.6 Elect Director Timothy Mott For For Management
1.7 Elect Director Robert W. Pittman For For Management
1.8 Elect Director Lawrence F. Probst III For For Management
1.9 Elect Director Linda J. Srere For For Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Employee Stock Purchase Plan For For Management
4 Amend Articles to Consolidate Common For For Management
Stock
5 Increase Authorized Common Stock For For Management
6 Ratify Auditors For For Management
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ENSCO INTERNATIONAL, INC.
Ticker: ESV Security ID: 26874Q100
Meeting Date: MAY 3, 2005 Meeting Type: Annual
Record Date: MAR 14, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Morton H. Meyerson For For Management
1.2 Elect Director Joel V. Staff For For Management
2 Eliminate Class of Preferred Stock For For Management
3 Amend Stock Ownership Limitations For For Management
4 Amend Articles For For Management
5 Approve Executive Incentive Bonus Plan For For Management
6 Approve Omnibus Stock Plan For For Management
7 Ratify Auditors For For Management
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ENTERGY CORP.
Ticker: ETR Security ID: 29364G103
Meeting Date: MAY 13, 2005 Meeting Type: Annual
Record Date: MAR 16, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Maureen Scannell Bateman For For Management
1.2 Elect Director W. Frank Blount For For Management
1.3 Elect Director Simon D. deBree For For Management
1.4 Elect Director Claiborne P. Deming For For Management
1.5 Elect Director Alexis Herman For For Management
1.6 Elect Director Donald C. Hintz For For Management
1.7 Elect Director J. Wayne Leonard For For Management
1.8 Elect Director Robert v.d. Luft For For Management
1.9 Elect Director Kathleen A. Murphy For For Management
1.10 Elect Director James R. Nichols For For Management
1.11 Elect Director William A. Percy, II For For Management
1.12 Elect Director Dennis H. Reilley For For Management
1.13 Elect Director Steven V. Wilkinson For For Management
2 Ratify Auditors For For Management
3 Require the Chairman of the Board Be an Against Against Shareholder
Independent Director
4 Require a Majority Vote for the Election Against Against Shareholder
of Directors
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EOG RESOURCES, INC.
Ticker: EOG Security ID: 26875P101
Meeting Date: MAY 3, 2005 Meeting Type: Annual
Record Date: MAR 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director George A. Alcorn For For Management
1.2 Elect Director Charles R. Crisp For For Management
1.3 Elect Director Mark G. Papa For For Management
1.4 Elect Director Edmund P. Segner, III For For Management
1.5 Elect Director William D. Stevens For For Management
1.6 Elect Director H. Leighton Steward For For Management
1.7 Elect Director Donald F. Textor For For Management
1.8 Elect Director Frank G. Wisner For For Management
2 Ratify Auditors For For Management
3 Increase Authorized Common Stock For For Management
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EXXON MOBIL CORP.
Ticker: XOM Security ID: 30231G102
Meeting Date: MAY 25, 2005 Meeting Type: Annual
Record Date: APR 6, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael J. Boskin For For Management
1.2 Elect Director William W. George For For Management
1.3 Elect Director James R. Houghton For For Management
1.4 Elect Director William R. Howell For For Management
1.5 Elect Director Reatha Clark King For For Management
1.6 Elect Director Philip E. Lippincott For For Management
1.7 Elect Director Henry A. McKinnell, Jr. For For Management
1.8 Elect Director Marilyn Carlson Nelson For For Management
1.9 Elect Director Lee R. Raymond For For Management
1.10 Elect Director Walter V. Shipley For For Management
1.11 Elect Director Rex W. Tillerson For For Management
2 Ratify Auditors For For Management
3 Political Contributions/Activities Against Against Shareholder
4 Review/Limit Executive Compensation Against Against Shareholder
5 Nominate Independent Directors with Against Against Shareholder
Industry Experience
6 Report on Payments to Indonesian Military Against Against Shareholder
7 Adopt Policy Prohibiting Discrimination Against Against Shareholder
based on Sexual Orientation
8 Report on Potential Damage of Drilling in Against Against Shareholder
Protected Regions
9 Disclose Information Supporting the Against Against Shareholder
Company Position on Climate Change
10 Report on Company Policies for Compliance Against Against Shareholder
with the Kyoto Protocol
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FIRST DATA CORP.
Ticker: FDC Security ID: 319963104
Meeting Date: MAY 11, 2005 Meeting Type: Annual
Record Date: MAR 14, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alison Davis For For Management
1.2 Elect Director James D. Robinson III For For Management
1.3 Elect Director Bernard L. Schwartz For For Management
1.4 Elect Director Arthur F. Weinbach For For Management
2 Amend Qualified Employee Stock Purchase For For Management
Plan
3 Amend Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management
5 Report on Outsourcing Against Against Shareholder
6 Amend Director/Officer Against Against Shareholder
Liability/Indemnifications Provisions
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FRANKLIN RESOURCES, INC.
Ticker: BEN Security ID: 354613101
Meeting Date: JAN 25, 2005 Meeting Type: Annual
Record Date: NOV 30, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Samuel H. Armacost For For Management
1.2 Elect Director Harmon E. Burns For For Management
1.3 Elect Director Charles Crocker For For Management
1.4 Elect Director Robert D. Joffe For For Management
1.5 Elect Director Charles B. Johnson For For Management
1.6 Elect Director Rupert H. Johnson, Jr. For For Management
1.7 Elect Director Thomas H. Kean For For Management
1.8 Elect Director Chutta Ratnathicam For For Management
1.9 Elect Director Peter M. Sacerdote For For Management
1.10 Elect Director Anne M. Tatlock For For Management
1.11 Elect Director Louis E. Woodworth For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Increase Authorized Common Stock For For Management
- --------------------------------------------------------------------------------
GAP, INC., THE
Ticker: GPS Security ID: 364760108
Meeting Date: MAY 10, 2005 Meeting Type: Annual
Record Date: MAR 14, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Howard P. Behar For For Management
1.2 Elect Director Adrian D. P. Bellamy For For Management
1.3 Elect Director Domenico De Sole For For Management
1.4 Elect Director Donald G. Fisher For For Management
1.5 Elect Director Doris F. Fisher For For Management
1.6 Elect Director Robert J. Fisher For For Management
1.7 Elect Director Penelope L. Hughes For For Management
1.8 Elect Director Bob L. Martin For For Management
1.9 Elect Director Jorge P. Montoya For For Management
1.10 Elect Director Paul S. Pressler For For Management
1.11 Elect Director James M. Schneider For For Management
1.12 Elect Director Mayo A. Shattuck III For For Management
1.13 Elect Director Margaret C. Whitman For For Management
2 Ratify Auditors For For Management
3 Amend Executive Incentive Bonus Plan For For Management
- --------------------------------------------------------------------------------
GENERAL ELECTRIC CO.
Ticker: GE Security ID: 369604103
Meeting Date: APR 27, 2005 Meeting Type: Annual
Record Date: FEB 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James I. Cash, Jr. For For Management
1.2 Elect Director William M. Castell For For Management
1.3 Elect Director Dennis D. Dammerman For For Management
1.4 Elect Director Ann M. Fudge For For Management
1.5 Elect Director Claudio X. Gonzalez For Withhold Management
1.6 Elect Director Jeffrey R. Immelt For For Management
1.7 Elect Director Andrea Jung For For Management
1.8 Elect Director Alan G. Lafley For For Management
1.9 Elect Director Ralph S. Larsen For For Management
1.10 Elect Director Rochelle B. Lazarus For For Management
1.11 Elect Director Sam Nunn For For Management
1.12 Elect Director Roger S. Penske For For Management
1.13 Elect Director Robert J. Swieringa For For Management
1.14 Elect Director Douglas A. Warner III For For Management
1.15 Elect Director Robert C. Wright For For Management
2 Ratify Auditors For For Management
3 Provide for Cumulative Voting Against Against Shareholder
4 Report on Nuclear Fuel Storage Risks Against Against Shareholder
5 Report on PCB Clean-up Costs Against Against Shareholder
6 Adopt Policy on Overboarded Directors Against Against Shareholder
7 Prepare a Sustainability Report Against Against Shareholder
8 Political Contributions/Activities Against Against Shareholder
9 Eliminate Animal Testing Against Against Shareholder
- --------------------------------------------------------------------------------
GILEAD SCIENCES, INC.
Ticker: GILD Security ID: 375558103
Meeting Date: MAY 10, 2005 Meeting Type: Annual
Record Date: MAR 22, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Paul Berg For For Management
1.2 Elect Director Etienne F. Davignon For For Management
1.3 Elect Director James M. Denny For For Management
1.4 Elect Director John C. Martin For For Management
1.5 Elect Director Gordon E. Moore For For Management
1.6 Elect Director Nicholas G. Moore For For Management
1.7 Elect Director George P. Shultz For For Management
1.8 Elect Director Gayle E. Wilson For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Report on Impact of HIV/AIDS, TB, and Against Against Shareholder
Malaria Pandemics
- --------------------------------------------------------------------------------
GOLDMAN SACHS GROUP, INC., THE
Ticker: GS Security ID: 38141G104
Meeting Date: APR 6, 2005 Meeting Type: Annual
Record Date: FEB 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John H. Bryan For For Management
1.2 Elect Director Stephen Friedman For For Management
1.3 Elect Director William W. George For For Management
1.4 Elect Director Henry M. Paulson, Jr. For For Management
2 Declassify the Board of Directors For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
HALLIBURTON CO.
Ticker: HAL Security ID: 406216101
Meeting Date: MAY 18, 2005 Meeting Type: Annual
Record Date: MAR 21, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert L. Crandall For For Management
1.2 Elect Director Kenneth T. Derr For For Management
1.3 Elect Director S. Malcolm Gillis For For Management
1.4 Elect Director W.R. Howell For For Management
1.5 Elect Director Ray L. Hunt For For Management
1.6 Elect Director David J. Lesar For For Management
1.7 Elect Director J. Landis Martin For For Management
1.8 Elect Director Jay A. Precourt For For Management
1.9 Elect Director Debra L. Reed For For Management
2 Ratify Auditors For For Management
3 Submit Severance Agreement Against Against Shareholder
(Change-in-Control) to Shareholder Vote
4 Require a Majority Vote for the Election Against Against Shareholder
of Directors
- --------------------------------------------------------------------------------
HARTFORD FINANCIAL SERVICES GROUP, INC., THE
Ticker: HIG Security ID: 416515104
Meeting Date: MAY 18, 2005 Meeting Type: Annual
Record Date: MAR 22, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ramani Ayer For For Management
1.2 Elect Director Ronald E. Ferguson For For Management
1.3 Elect Director Edward J. Kelly, III For For Management
1.4 Elect Director Paul G. Kirk, Jr. For For Management
1.5 Elect Director Thomas M. Marra For For Management
1.6 Elect Director Gail J. McGovern For For Management
1.7 Elect Director Michael G. Morris For For Management
1.8 Elect Director Robert W. Selander For For Management
1.9 Elect Director Charles B. Strauss For For Management
1.10 Elect Director H. Patrick Swygert For For Management
1.11 Elect Director David K. Zwiener For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Amend Executive Incentive Bonus Plan For For Management
- --------------------------------------------------------------------------------
HEALTH MANAGEMENT ASSOCIATES, INC.
Ticker: HMA Security ID: 421933102
Meeting Date: FEB 15, 2005 Meeting Type: Proxy Contest
Record Date: DEC 20, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William J. Schoen For For Management
1.2 Elect Director Joseph V. Vumbacco For For Management
1.3 Elect Director Kent P. Dauten For For Management
1.4 Elect Director Donald E. Kiernan For For Management
1.5 Elect Director Robert A. Knox For For Management
1.6 Elect Director William E. Mayberry, M.D. For For Management
1.7 Elect Director William C. Steere, Jr. For For Management
1.8 Elect Director R.W. Westerfield, Ph.D. For For Management
2 Limit Outstanding Option Grants to Against Against Shareholder
Executive
3 Policy Regarding Uninsured Low-Income and Against Against Shareholder
Insured Patients
1.1 Elect Director William J. Schoen For Did Not Management
Vote
1.2 Elect Director Joseph V. Vumbacco For Did Not Management
Vote
1.3 Elect Director Kent P. Dauten For Did Not Management
Vote
1.4 Elect Director Donald E. Kiernan For Did Not Management
Vote
1.5 Elect Director Robert A. Knox For Did Not Management
Vote
1.6 Elect Director William E. Mayberry, M.D. For Did Not Management
Vote
1.7 Elect Director William C. Steere, Jr. For Did Not Management
Vote
1.8 Elect Director R.W. Westerfield, Ph.D. For Did Not Management
Vote
2 Limit Outstanding Option Grants to For Did Not Shareholder
Executive Vote
3 Policy Regarding Uninsured Low-Income and For Did Not Shareholder
Insured Patients Vote
- --------------------------------------------------------------------------------
HILTON HOTELS CORP.
Ticker: HLT Security ID: 432848109
Meeting Date: MAY 26, 2005 Meeting Type: Annual
Record Date: MAR 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen F. Bollenbach For For Management
1.2 Elect Director Barbara Bell Coleman For For Management
1.3 Elect Director Benjamin V. Lambert For For Management
1.4 Elect Director John L. Notter For For Management
1.5 Elect Director Peter V. Ueberroth For For Management
2 Ratify Auditors For For Management
3 Submit Severance Agreement Against Against Shareholder
(Change-in-Control) to Shareholder Vote
4 Require a Majority Vote for the Election Against Against Shareholder
of Directors
- --------------------------------------------------------------------------------
HOME DEPOT, INC. (THE)
Ticker: HD Security ID: 437076102
Meeting Date: MAY 26, 2005 Meeting Type: Annual
Record Date: MAR 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gregory D. Brenneman For For Management
1.2 Elect Director Richard H. Brown For For Management
1.3 Elect Director John L. Clendenin For For Management
1.4 Elect Director Berry R. Cox For For Management
1.5 Elect Director Claudio X. Gonzalez For Withhold Management
1.6 Elect Director Milledge A. Hart, III For For Management
1.7 Elect Director Bonnie G. Hill For For Management
1.8 Elect Director Laban P. Jackson, Jr. For For Management
1.9 Elect Director Lawrence R. Johnston For For Management
1.10 Elect Director Kenneth G. Langone For For Management
1.11 Elect Director Robert L. Nardelli For For Management
1.12 Elect Director Thomas J. Ridge For For Management
2 Ratify Auditors For For Management
3 Amend Nomination Procedures for the Board For Against Management
4 Approve Omnibus Stock Plan For For Management
5 Prepare Diversity Report Against Against Shareholder
6 Require a Majority Vote for the Election Against Against Shareholder
of Directors
7 Limit Executive Compensation Against Against Shareholder
8 Submit Severance Agreement Against Against Shareholder
(Change-in-Control) to Shareholder Vote
9 Performance- Based/Indexed Options Against Against Shareholder
10 Performance- Based/Indexed Options Against Against Shareholder
11 Affirm Political Nonpartisanship Against Against Shareholder
- --------------------------------------------------------------------------------
INTEL CORP.
Ticker: INTC Security ID: 458140100
Meeting Date: MAY 18, 2005 Meeting Type: Annual
Record Date: MAR 21, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Craig R. Barrett For For Management
1.2 Elect Director Charlene Barshefsky For For Management
1.3 Elect Director E. John P. Browne For For Management
1.4 Elect Director D. James Guzy For For Management
1.5 Elect Director Reed E. Hundt For For Management
1.6 Elect Director Paul S. Otellini For For Management
1.7 Elect Director David S. Pottruck For For Management
1.8 Elect Director Jane E. Shaw For For Management
1.9 Elect Director John L. Thornton For For Management
1.10 Elect Director David B. Yoffie For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Amend Executive Incentive Bonus Plan For For Management
- --------------------------------------------------------------------------------
JABIL CIRCUIT, INC.
Ticker: JBL Security ID: 466313103
Meeting Date: JAN 20, 2005 Meeting Type: Annual
Record Date: NOV 22, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William D. Morean For For Management
1.2 Elect Director Thomas A. Sansone For Withhold Management
1.3 Elect Director Timothy L. Main For For Management
1.4 Elect Director Lawrence J. Murphy For Withhold Management
1.5 Elect Director Mel S. Lavitt For For Management
1.6 Elect Director Steven A. Raymund For For Management
1.7 Elect Director Frank A. Newman For For Management
1.8 Elect Director Laurence S. Grafstein For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
JACOBS ENGINEERING GROUP INC.
Ticker: JEC Security ID: 469814107
Meeting Date: FEB 8, 2005 Meeting Type: Annual
Record Date: JAN 3, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dr. Dale R. Laurance For For Management
1.2 Elect Director Linda Fayne Levinson For For Management
1.3 Elect Director Craig L. Martin For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
JDS UNIPHASE CORP.
Ticker: JDSU Security ID: 46612J101
Meeting Date: NOV 16, 2004 Meeting Type: Annual
Record Date: SEP 15, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Bruce D. Day For For Management
1.2 Elect Director Martin A. Kaplan For For Management
1.3 Elect Director Kevin J. Kennedy, Ph.D. For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
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
1.1 Elect Director Mary Sue Coleman For For Management
1.2 Elect Director James G. Cullen For For Management
1.3 Elect Director Robert J. Darretta For For Management
1.4 Elect Director Michael M. E. Johns For For Management
1.5 Elect Director Ann Dibble Jordan For For Management
1.6 Elect Director Arnold G. Langbo For For Management
1.7 Elect Director Susan L. Lindquist For For Management
1.8 Elect Director Leo F. Mullin For For Management
1.9 Elect Director Christine A. Poon For For Management
1.10 Elect Director Steven S. Reinemund For For Management
1.11 Elect Director David Satcher For For Management
1.12 Elect Director William C. Weldon For For Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
JOHNSON CONTROLS, INC.
Ticker: JCI Security ID: 478366107
Meeting Date: JAN 26, 2005 Meeting Type: Annual
Record Date: NOV 18, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Natalie A. Black For For Management
1.2 Elect Director Robert A. Cornog For For Management
1.3 Elect Director William H. Lacy For For Management
1.4 Elect Director Stephen A. Roell For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
KLA-TENCOR CORP.
Ticker: KLAC Security ID: 482480100
Meeting Date: OCT 18, 2004 Meeting Type: Annual
Record Date: AUG 23, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edward W. Barnholt For For Management
1.2 Elect Director Stephen P. Kaufman For For Management
1.3 Elect Director Kenneth L. Schroeder For For Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
LEHMAN BROTHERS HOLDINGS INC.
Ticker: LEH Security ID: 524908100
Meeting Date: APR 5, 2005 Meeting Type: Annual
Record Date: FEB 11, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael L. Ainslie For For Management
1.2 Elect Director John F. Akers For For Management
1.3 Elect Director Richard S. Fuld, Jr. For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For Against Management
4 Limit Executive Compensation Against Against Shareholder
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
MORGAN STANLEY
Ticker: MWD Security ID: 617446448
Meeting Date: MAR 15, 2005 Meeting Type: Annual
Record Date: JAN 14, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John E. Jacob For For Management
1.2 Elect Director Charles F. Knight For For Management
1.3 Elect Director Miles L. Marsh For For Management
1.4 Elect Director Laura D'Andrea Tyson For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors For For Management
4 Limit Executive Compensation 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
1.1 Elect Director E. Zander For For Management
1.2 Elect Director H. L. Fuller For For Management
1.3 Elect Director J. Lewant For For Management
1.4 Elect Director W. Massey For For Management
1.5 Elect Director T. Meredith For For Management
1.6 Elect Director N. Negroponte For For Management
1.7 Elect Director I. Nooyi For For Management
1.8 Elect Director S. Scott III For For Management
1.9 Elect Director R. Sommer For For Management
1.10 Elect Director J. Stengel For For Management
1.11 Elect Director D. Warner III For For Management
1.12 Elect Director J. White For For Management
2 Limit Executive Compensation Against Against Shareholder
3 Require a Majority Vote for the Election Against Against Shareholder
of Directors
- --------------------------------------------------------------------------------
NEWELL RUBBERMAID INC.
Ticker: NWL Security ID: 651229106
Meeting Date: MAY 11, 2005 Meeting Type: Annual
Record Date: MAR 15, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael T. Chowhig For For Management
1.2 Elect Director Mark D. Ketchum For For Management
1.3 Elect Director William D. Marohn For For Management
1.4 Elect Director Raymond G. Viault For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors Against For Shareholder
- --------------------------------------------------------------------------------
NORTHERN TRUST CORP.
Ticker: NTRS Security ID: 665859104
Meeting Date: APR 19, 2005 Meeting Type: Annual
Record Date: FEB 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Duane L. Burnham For For Management
1.2 Elect Director Susan Crown For For Management
1.3 Elect Director Robert A. Helman For For Management
1.4 Elect Director Dipak C. Jain For For Management
1.5 Elect Director Arthur L. Kelly For For Management
1.6 Elect Director Robert C. McCormack For For Management
1.7 Elect Director Edward J. Mooney For For Management
1.8 Elect Director William A. Osborn For For Management
1.9 Elect Director John W. Rowe For Withhold Management
1.10 Elect Director Harold B. Smith For For Management
1.11 Elect Director William D. Smithburg For For Management
1.12 Elect Director Charles A. Tribbett III For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
PEPSICO, INC.
Ticker: PEP Security ID: 713448108
Meeting Date: MAY 4, 2005 Meeting Type: Annual
Record Date: MAR 11, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John F. Akers For For Management
1.2 Elect Director Robert E. Allen For For Management
1.3 Elect Director Ray L. Hunt For For Management
1.4 Elect Director Arthur C. Martinez For For Management
1.5 Elect Director Indra K. Nooyi For For Management
1.6 Elect Director Steven S Reinemund For For Management
1.7 Elect Director Sharon P. Rockefeller For For Management
1.8 Elect Director James J. Schiro For For Management
1.9 Elect Director Franklin A. Thomas For For Management
1.10 Elect Director Cynthia M. Trudell For For Management
1.11 Elect Director Solomon D. Trujillo For For Management
1.12 Elect Director Daniel Vasella For For Management
2 Ratify Auditors For For Management
3 Report on Corporate Political Against Against Shareholder
Contributions
- --------------------------------------------------------------------------------
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
1.1 Elect Director Michael S. Brown For For Management
1.2 Elect Director M. Anthony Burns For For Management
1.3 Elect Director Robert N. Burt For For Management
1.4 Elect Director W. Don Cornwell For For Management
1.5 Elect Director William H. Gray III For For Management
1.6 Elect Director Constance J. Horner For For Management
1.7 Elect Director William R. Howell For For Management
1.8 Elect Director Stanley O. Ikenberry For For Management
1.9 Elect Director George A. Lorch For For Management
1.10 Elect Director Henry A. McKinnell For For Management
1.11 Elect Director Dana G. Mead For For Management
1.12 Elect Director Ruth J. Simmons For For Management
1.13 Elect Director William C. Steere, Jr. For For Management
1.14 Elect Director Jean-Paul Valles For For Management
2 Ratify Auditors For For Management
3 Establish Term Limits for Directors Against Against Shareholder
4 Report on Pharmaceutical Price Restraint Against Against Shareholder
5 Review and Report on Drug Reimportation Against Against Shareholder
Policy
6 Report on Political Contributions Against Against Shareholder
7 Report on Product Availability in Canada Against Against Shareholder
8 Separate Chairman and CEO Positions Against Against Shareholder
- --------------------------------------------------------------------------------
PIXAR, INC.
Ticker: PIXR Security ID: 725811103
Meeting Date: AUG 20, 2004 Meeting Type: Annual
Record Date: JUL 14, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Steve Jobs For For Management
1.2 Elect Director Edwin E. Catmull For For Management
1.3 Elect Director Skip M. Brittenham For Withhold Management
1.4 Elect Director Susan L. Decker For For Management
1.5 Elect Director Joseph A. Graziano For For Management
1.6 Elect Director Lawrence B. Levy For Withhold Management
1.7 Elect Director Joe Roth For For Management
1.8 Elect Director Larry W. Sonsini For Withhold Management
2 Approve Omnibus Stock Plan For Against Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
PLAINS EXPLORATION & PRODUCTION CO
Ticker: PXP Security ID: 726505100
Meeting Date: MAY 5, 2005 Meeting Type: Annual
Record Date: MAR 21, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James C. Flores For For Management
1.2 Elect Director Isaac Arnold, Jr. For For Management
1.3 Elect Director Alan R. Buckwalter, III For For Management
1.4 Elect Director Jerry L. Dees For For Management
1.5 Elect Director Tom H. Delimitros For For Management
1.6 Elect Director Robert L. Gerry III For For Management
1.7 Elect Director John H. Lollar For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
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 For Management
1.2 Elect Director Duane A. Nelles For Withhold Management
1.3 Elect Director Brent Scowcroft For For Management
2 Declassify the Board of Directors and For For Management
Eliminate Cumulative Voting
3 Increase Authorized Common Stock For For Management
4 Amend Articles For For Management
5 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
REGAL ENTERTAINMENT GROUP
Ticker: RGC Security ID: 758766109
Meeting Date: MAY 11, 2005 Meeting Type: Annual
Record Date: APR 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Philip F. Anschutz For For Management
1.2 Elect Director Michael J. Dolan For For Management
1.3 Elect Director Stephen A. Kaplan For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
ROYAL CARIBBEAN CRUISES LTD.
Ticker: RCL Security ID: V7780T103
Meeting Date: MAY 17, 2005 Meeting Type: Annual
Record Date: MAR 24, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Laura Laviada For For Management
1.2 Elect Director Eyal Ofer For For Management
1.3 Elect Director William K. Reilly For For Management
1.4 Elect Director Arne A. Wilhelmsen For For Management
2 RATIFICATION OF APPOINTMENT OF For For Management
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY
S INDEPENDENT REGISTERED ACCOUNTING FIRM
FOR 2005.
- --------------------------------------------------------------------------------
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
1.1 Elect Director Gilbert F. Amelio For For Management
1.2 Elect Director August A. Busch III For For Management
1.3 Elect Director Martin K. Eby, Jr. For For Management
1.4 Elect Director James A. Henderson For For Management
1.5 Elect Director Charles F. Knight For For Management
1.6 Elect Director Lynn M. Martin For For Management
1.7 Elect Director John B. McCoy For For Management
1.8 Elect Director Mary S. Metz For For Management
1.9 Elect Director Toni Rembe For For Management
1.10 Elect Director S. Donley Ritchey For For Management
1.11 Elect Director Joyce M. Roche For For Management
1.12 Elect Director Laura D'Andrea Tyson For For Management
1.13 Elect Director Patricia P. Upton For For Management
1.14 Elect Director Edward E. Whitacre, Jr For For Management
2 Ratify Auditors For For Management
3 Approve Nonqualified Employee Stock For For Management
Purchase Plan
4 Report on Political Contributions Against Against Shareholder
5 Report on Executive Compensation Against Against Shareholder
6 Performance- Based/Indexed Options Against Against Shareholder
7 Adopt Simple Majority Vote Against For Shareholder
- --------------------------------------------------------------------------------
SCHLUMBERGER LTD.
Ticker: SLB Security ID: 806857108
Meeting Date: APR 13, 2005 Meeting Type: Annual
Record Date: MAR 2, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director J. Deutch For For Management
1.2 Elect Director J.S. Gorelick For For Management
1.3 Elect Director A. Gould For For Management
1.4 Elect Director T. Isaac For For Management
1.5 Elect Director A. Lajous For For Management
1.6 Elect Director A. Levy-Lang For For Management
1.7 Elect Director M.E. Marks For For Management
1.8 Elect Director D. Primat For For Management
1.9 Elect Director T.I. Sandvold For For Management
1.10 Elect Director N. Seydoux For For Management
1.11 Elect Director L.G. Stuntz For For Management
1.12 Elect Director R. Talwar For For Management
2 ADOPTION AND APPROVAL OF FINANCIALS AND For For Management
DIVIDENDS
3 ADOPTION OF MANDATORY AMENDMENTS TO THE For For Management
ARTICLES OF INCORPORATION
4 ADOPTION OF VOLUNTARY AMENDMENTS TO THE For For Management
ARTICLES OF INCORPORATION
5 APPROVAL OF ADOPTION OF THE SCHLUMBERGER For For Management
2005 OPTION PLAN
6 APPROVAL OF ADOPTION OF AN AMENDMENT TO For For Management
THE SCHLUMBERGER DISCOUNTED STOCK
PURCHASE PLAN
7 APPROVAL OF INDEPENDENT REGISTERED PUBLIC For For Management
ACCOUNTING FIRM
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
SEARS, ROEBUCK & CO.
Ticker: S Security ID: 812387108
Meeting Date: MAR 24, 2005 Meeting Type: Special
Record Date: JAN 26, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
- --------------------------------------------------------------------------------
STANLEY WORKS, THE
Ticker: SWK Security ID: 854616109
Meeting Date: APR 27, 2005 Meeting Type: Annual
Record Date: FEB 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stillman B. Brown For Withhold Management
1.2 Elect Director Emmanuel A. Kampouris For Withhold Management
1.3 Elect Director Kathryn D. Wriston For Withhold Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors Against For Shareholder
4 Prohibit Auditor from Providing Non-Audit Against Against Shareholder
Services
- --------------------------------------------------------------------------------
STERICYCLE, INC.
Ticker: SRCL Security ID: 858912108
Meeting Date: APR 27, 2005 Meeting Type: Annual
Record Date: FEB 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jack W. Schuler For Withhold Management
1.2 Elect Director Mark C. Miller For For Management
1.3 Elect Director Rod F. Dammeyer For For Management
1.4 Elect Director Patrick F. Graham For For Management
1.5 Elect Director Jonathan T. Lord, M.D. For For Management
1.6 Elect Director John Patience For For Management
1.7 Elect Director Thomas R. Reusche For For Management
1.8 Elect Director Peter Vardy For For Management
1.9 Elect Director L. John Wilkerson, Ph.D. For For Management
2 Approve Stock Option Plan For For Management
3 Ratify Auditors For For Management
4 Report on Waste Incineration Against Against Shareholder
- --------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO.
Ticker: Security ID: 874039100
Meeting Date: DEC 21, 2004 Meeting Type: Special
Record Date: NOV 22, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 TO APPROVE THE REVISIONS OF THE COMPANY S For For Management
ARTICLES OF INCORPORATION, AS SET FORTH
IN THE COMPANY S NOTICE OF MEETING
ENCLOSED HEREWITH.
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TAIWAN SEMICONDUCTOR MANUFACTURING CO.
Ticker: Security ID: 874039100
Meeting Date: MAY 10, 2005 Meeting Type: Annual
Record Date: MAR 14, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 TO ACCEPT 2004 BUSINESS REPORT AND For For Management
FINANCIAL STATEMENTS.
2 TO APPROVE THE PROPOSAL FOR DISTRIBUTION For For Management
OF 2004 PROFITS.
3 TO APPROVE THE CAPITALIZATION OF 2004 For For Management
STOCK DIVIDENDS AND EMPLOYEE PROFIT
SHARING (IN STOCK).
4 TO APPROVE REVISIONS TO THE ARTICLES OF For For Management
INCORPORATION.
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TEXAS INSTRUMENTS INC.
Ticker: TXN Security ID: 882508104
Meeting Date: APR 21, 2005 Meeting Type: Annual
Record Date: FEB 22, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James R. Adams For For Management
1.2 Elect Director David L. Boren For For Management
1.3 Elect Director Daniel A. Carp For For Management
1.4 Elect Director Carrie S. Cox For For Management
1.5 Elect Director Thomas J. Engibous For For Management
1.6 Elect Director Gerald W. Fronterhouse For For Management
1.7 Elect Director David R. Goode For For Management
1.8 Elect Director Pamela H. Patsley For For Management
1.9 Elect Director Wayne R. Sanders For For Management
1.10 Elect Director Ruth J. Simmons For For Management
1.11 Elect Director Richard K. Templeton For For Management
1.12 Elect Director Christine T. Whitman For For Management
2 Ratify Auditors For For Management
3 Approve Qualified Employee Stock Purchase For For Management
Plan
4 Amend Stock Option Plan For For Management
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TIFFANY & CO.
Ticker: TIF Security ID: 886547108
Meeting Date: MAY 19, 2005 Meeting Type: Annual
Record Date: MAR 24, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael J. Kowalski For For Management
1.2 Elect Director Rose Marie Bravo For For Management
1.3 Elect Director William R. Chaney For For Management
1.4 Elect Director Samuel L. Hayes III For For Management
1.5 Elect Director Abby F. Kohnstamm For For Management
1.6 Elect Director Charles K. Marquis For For Management
1.7 Elect Director J. Thomas Presby For For Management
1.8 Elect Director James E. Quinn For For Management
1.9 Elect Director William A. Shutzer For For Management
2 Ratify Auditor For For Management
3 Amend Omnibus Stock Plan For For Management
4 Approve Omnibus Stock Plan For For Management
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TIME WARNER INC
Ticker: TWX Security ID: 887317105
Meeting Date: MAY 20, 2005 Meeting Type: Annual
Record Date: MAR 24, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James L. Barksdale For For Management
1.2 Elect Director Stephen F. Bollenbach For For Management
1.3 Elect Director Stephen M. Case For For Management
1.4 Elect Director Frank J. Caufield For For Management
1.5 Elect Director Robert C. Clark For For Management
1.6 Elect Director Jessica P. Einhorn For For Management
1.7 Elect Director Miles R. Gilburne For For Management
1.8 Elect Director Carla A. Hills For For Management
1.9 Elect Director Reuben Mark For For Management
1.10 Elect Director Michael A. Miles For For Management
1.11 Elect Director Kenneth J. Novack For For Management
1.12 Elect Director Richard D. Parsons For For Management
1.13 Elect Director R. E. Turner For For Management
1.14 Elect Director Francis T. Vincent, Jr For For Management
1.15 Elect Director Deborah C. Wright For For Management
2 Ratify Auditors For For Management
3 Report on Pay Disparity Against Against Shareholder
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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 For Management
1.2 Elect Director Edward D. Breen For For Management
1.3 Elect Director George W. Buckley For For Management
1.4 Elect Director Brian Duperreault For For Management
1.5 Elect Director Bruce S. Gordon For For Management
1.6 Elect Director Rajiv L. Gupta For For Management
1.7 Elect Director John A. Krol For For Management
1.8 Elect Director Mackey J. Mcdonald For For Management
1.9 Elect Director H. Carl Mccall For For Management
1.10 Elect Director Brendan R. O'Neill For For Management
1.11 Elect Director Sandra S. Wijnberg For For Management
1.12 Elect Director Jerome B. York For For Management
2 Ratify Auditors For For Management
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U.S. 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
1.1 Elect Director Joel W. Johnson For For Management
1.2 Elect Director David B. O'Maley For For Management
1.3 Elect Director O'Dell M. Owens Md, Mph For For Management
1.4 Elect Director Craig D. Schnuck For For Management
1.5 Elect Director Warren R. Staley For For Management
2 Ratify Auditors For For Management
3 Reduce Supermajority Vote Requirement For For Management
4 Performance- Based/Indexed Options Against Against Shareholder
5 Prohibit Auditor from Providing Non-Audit Against Against Shareholder
Services
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VERIZON COMMUNICATIONS
Ticker: VZ Security ID: 92343V104
Meeting Date: MAY 5, 2005 Meeting Type: Annual
Record Date: MAR 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James R. Barker For For Management
1.2 Elect Director Richard L. Carrion For For Management
1.3 Elect Director Robert W. Lane For For Management
1.4 Elect Director Sandra O. Moose For For Management
1.5 Elect Director Joseph Neubauer For Withhold Management
1.6 Elect Director Thomas H. O' Brien For For Management
1.7 Elect Director Hugh B. Price For For Management
1.8 Elect Director Ivan G. Seidenberg For For Management
1.9 Elect Director Walter V. Shipley For For Management
1.10 Elect Director John R. Stafford For For Management
1.11 Elect Director Robert D. Storey For For Management
2 Ratify Auditors For For Management
3 Provide for Cumulative Voting Against Against Shareholder
4 Require a Majority Vote for the Election Against Against Shareholder
of Directors
5 Require Majority of Independent Directors Against Against Shareholder
on Board
6 Separate Chairman and CEO Positions Against Against Shareholder
7 Amend Director/Officer Against Against Shareholder
Liability/Indemnifications Provisions
8 Report on Political Contributions Against Against Shareholder
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WAL-MART STORES, INC.
Ticker: WMT Security ID: 931142103
Meeting Date: JUN 3, 2005 Meeting Type: Annual
Record Date: APR 5, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James W. Breyer For For Management
1.2 Elect Director M. Michele Burns For For Management
1.3 Elect Director Douglas N. Daft For For Management
1.4 Elect Director David D. Glass For For Management
1.5 Elect Director Roland A. Hernandez For For Management
1.6 Elect Director John D. Opie For For Management
1.7 Elect Director J. Paul Reason For For Management
1.8 Elect Director H. Lee Scott, Jr. For For Management
1.9 Elect Director Jack C. Shewmaker For For Management
1.10 Elect Director Jose H. Villarreal For For Management
1.11 Elect Director John T. Walton For For Management
1.12 Elect Director S. Robson Walton For For Management
1.13 Elect Director Christopher J. Williams For For Management
1.14 Elect Director Linda S. Wolf For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Report on Executive Compensation Against Against Shareholder
5 Prepare Sustainability Report Against Against Shareholder
6 Report on Stock Option Distribution by Against Against Shareholder
Race and Gender
7 Report on Political Contributions Against Against Shareholder
8 Prepare Equal Opportunity Report Against Against Shareholder
9 Require a Majority Vote for the Election Against Against Shareholder
of Directors
10 Require Majority of Independent Directors Against Against Shareholder
on Board
11 Performance- Based/Indexed Options Against Against Shareholder
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WATSON PHARMACEUTICALS, INC.
Ticker: WPI Security ID: 942683103
Meeting Date: MAY 13, 2005 Meeting Type: Annual
Record Date: MAR 21, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael J. Fedida For For Management
1.2 Elect Director Albert F. Hummel For For Management
1.3 Elect Director Catherine M. Klema For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
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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
1.1 Elect Director J.A. Blanchard III For For Management
1.2 Elect Director Susan E. Engel For For Management
1.3 Elect Director Enrique Hernandez, Jr. For For Management
1.4 Elect Director Robert L. Joss For For Management
1.5 Elect Director Reatha Clark King For For Management
1.6 Elect Director Richard M. Kovacevich For For Management
1.7 Elect Director Richard D. McCormick For For Management
1.8 Elect Director Cynthia H. Milligan For Withhold Management
1.9 Elect Director Philip J. Quigley For For Management
1.10 Elect Director Donald B. Rice For For Management
1.11 Elect Director Judith M. Runstad For Withhold Management
1.12 Elect Director Stephen W. Sanger For For Management
1.13 Elect Director Susan G. Swenson For For Management
1.14 Elect Director Michael W. Wright For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Adopt Policy on Payday Lenders Against Against Shareholder
5 Link Executive Compensation to Predatory Against Against Shareholder
Lending
6 Performance- Based/Indexed Options Against Against Shareholder
7 Limit Executive Compensation Against Against Shareholder
8 Separate Chairman and CEO Positions Against Against Shareholder
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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
1.1 Elect Director Richard L. Carrion For For Management
1.2 Elect Director Robert Essner For For Management
1.3 Elect Director John D. Feerick For For Management
1.4 Elect Director Frances D. Fergusson For For Management
1.5 Elect Director Robert Langer For For Management
1.6 Elect Director John P. Mascotte For For Management
1.7 Elect Director Mary Lake Polan For For Management
1.8 Elect Director Ivan G. Seidenberg For For Management
1.9 Elect Director Walter V. Shipley For For Management
1.10 Elect Director John R. Torell III For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Review and Report on Drug Reimportation Against Against Shareholder
Policy
5 Separate Chairman and CEO Positions Against Against Shareholder
6 Report on Political Contributions Against Against Shareholder
7 Discontinue Promotion of Premarin and Against Against Shareholder
Report on Animal Testing
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XTO ENERGY INC
Ticker: XTO Security ID: 98385X106
Meeting Date: MAY 17, 2005 Meeting Type: Annual
Record Date: MAR 31, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Herbert D. Simons For For Management
1.2 Elect Director William A. Adams, III For For Management
1.3 Elect Director Keith A. Hutton For For Management
1.4 Elect Director Jack P. Randall For For Management
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XTO ENERGY INC
Ticker: XTO Security ID: 98385X106
Meeting Date: NOV 16, 2004 Meeting Type: Special
Record Date: SEP 30, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Omnibus Stock Plan For For Management
========== 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) ING VARIABLE FUNDS
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By (Signature and Title) /s/ James M. Hennessy
------------------------------------------------------
President and Chief Executive Officer
Date August 30, 2005
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